Company Announcements

CALGARY, AB , June 16, 2026 /PRNewswire/ - Horizon Petroleum Ltd. (TSXV: HPL) (FRA: HPM) (Tradegate: HPM), ("Horizon" or the "Company") is proposing to settle certain outstanding debt to management and fees to directors (the "Insider Debt Transaction") and third-party invoices for an aggregate amount of CAD$524,000 in exchange for shares of the Company at a price of CAD$0.175 per Common Share.   The price was the closing price of Horizon's Common Shares on July 15. The Insider Debt Transaction amounts were a result of deferred salaries of $365,000 since September 2024 and for Directors' fees in the amount of CAD$25,000 per each of the four independent Directors. 

Shares for Management Remuneration Owing, Directors' Fees and Third-party Invoices

Since September 2024 the Company has accrued management salaries in order to conserve capital while the company advanced the development of its Polish concessions.  Management has agreed to settle the outstanding fees and be paid in shares. Furthermore, this aligns management with shareholders and demonstrates their commitment to company and their belief in the long term value potential of Horizon and the development of the Lachowice gas field in Poland.

The Company will settle the outstanding and accrued management compensation in the amount of $365,000, Directors' fees in the amount of $100,000 in aggregate and third-party invoices owing in the amount of $59,000 in aggregate, through the issuance of an aggregate of 2,994,286 Common Shares, at a price of $0.175 per Common Share.  The debt ‎settlement is subject to disinterested shareholder approval to be sought at the shareholder meeting ‎to be held on, or about, July 28, 2026.‎

The Common Shares will be subject to a four-month and one day hold period from the date of issuance in ‎accordance with applicable securities laws. The transactions contemplated under the debt ‎settlement agreements are subject to certain conditions including, but not limited to, the receipt of ‎all necessary approvals, including that of the TSX Venture Exchange.‎

The participation of Directors and Officers in the Insider Debt Transaction constitutes "related party transactions" of the Company for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority approval requirements found in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of Insider Debt Transaction (as it relates to the insiders' participation) is not more than 25% of the Company's market capitalization.

Approval Requirement

Following initial discussions with the TSX Venture Exchange, the Company has been advised that disinterested shareholder approval is required for the Insider Debt Transaction. As such, the Company intends to seek shareholder approval at a shareholder meeting to be held on, or about, July 28, 2026.‎

About Horizon Petroleum Ltd.

Calgary-based Horizon is focused on the appraisal and development of natural gas reserves and clean energy sources to increase energy independence and security in Europe. The Management and Board of Horizon consist of oil & gas, business and finance professionals with significant international experience.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release contains "forward-looking statements" or "forward-looking information" (collectively referred to herein as "forward-looking statements") within the meaning of applicable securities legislation. Such forward-looking statements include, without limitation, forecasts, estimates, expectations and objectives for future operations that are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Horizon. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur or be achieved. This press release contains forward-looking statements pertaining to, among other things completion of the Insider Debt Transaction.

Forward-looking information is based on current expectations, estimates and projections that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by Horizon and described in the forward-looking information contained in this press release.

Although Horizon believes that the material factors, expectations and assumptions expressed in such forward-looking statements are reasonable based on information available to it on the date such statements were made, no assurances can be given as to future results, levels of activity and achievements and such statements are not guarantees of future performance.

 

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SOURCE Horizon Petroleum Ltd.