CanAsia Announces Entering into Definitive Agreement for the Sale of the Sawn Lake Heavy Oil Project in an All-Cash Transaction

CALGARY, AB, Aug. 14, 2026 /CNW/ -- CanAsia Energy Corp. ("CanAsia") (TSXV: CEC) is pleased to announce that it has entered into a definitive share purchase agreement dated August 14, 2026 (the "Agreement") with an arm's length Alberta corporation (the "Purchaser") pursuant to which the Purchaser has agreed to acquire all of the issued and outstanding shares of Andora Energy Corporation ("Andora") from CanAsia (the "Transaction").  The completion of the Transaction is subject to certain conditions precedent, including the approval of the shareholders of CanAsia and the TSX Venture Exchange (the "TSXV").

Commenting on the Transaction, Jeff Chisholm, Chief Executive Officer of CanAsia stated "CanAsia is pleased to announce the monetization of the Sawn Lake SAGD heavy oil asset at financial metrics favorable to CanAsia shareholders, on a risked basis. Looking forward, the focus of CanAsia will return to its Asian roots and area of expertise."

Terms of the Transaction

Pursuant to the Agreement, the Purchaser will acquire Andora for a base purchase price of C$30 million payable in cash, subject to a customary net debt adjustment.  In addition, the Purchaser has agreed to pay CanAsia an additional amount of C$10 million as contingent consideration ("Contingent Consideration") upon achieving first oil sales from Andora's Sawn Lake project, subject to certain terms and conditions as set forth in the Agreement, including, among other things, the installation and commissioning of Andora's produced water boiler at the Sawn Lake project site. In addition to the foregoing, the parties have entered into a conditional payment agreement (the "Conditional Payment Agreement") to be effective at closing of the Transaction, pursuant to which Andora will pay to CanAsia certain additional amounts calculated based on the crude oil produced from Andora's Sawn Lake project for up to an aggregate maximum payment of C$15 million. Pursuant to the Conditional Payment Agreement, CanAsia will be entitled to payments based on the proceeds from production based on the applicable monthly average price of Western Canadian Select crude oil, being Nil% where the price is C$78 and below, 1% where the price is greater than C$78 and less than or equal to C$88, 2% where the price is greater than C$88 and less than or equal to C$105 and 3% where the price is greater than C$105. The total value of the Transaction will be up to C$55 million in cash paid to CanAsia, assuming satisfaction of the conditions under the Contingent Consideration and Conditional Payment Agreement.

Following the completion of the Transaction, CanAsia intends to distribute an aggregate of approximately C$17 million of the consideration that it receives from the Purchaser to its shareholders on pro rata basis as a return of capital.  CanAsia expects to use the remainder of the proceeds from the Transaction for general corporate purposes and, in the event that it is awarded a concession pursuant to its previously announced bid as a part of consortium under the onshore Thailand 25^th licensing round, to fund its exploration and development program in Thailand.

The Agreement contains customary representations, warranties, covenants, indemnities, conditions precedent and other terms and conditions, including a non-solicitation covenant on the part of CanAsia. Completion of the Transaction is subject to customary conditions including, but not limited to: (i) the approval of shareholders of CanAsia of certain matters related to Transaction; and (ii) the approval of the Transaction by the TSXV. The Transaction is a "Reviewable Disposition" for CanAsia as such term is defined under the policies of the TSXV.

Subject to receipt of the required approvals and satisfaction of other conditions, it is expected that the Transaction will be completed on or about October 30, 2026. There can be no assurance that the Transaction will be completed as proposed, or at all.

Further Details Regarding the Transaction

The Board of Directors of CanAsia has unanimously approved the Transaction and will recommend that shareholders of CanAsia vote in favour of the Transaction at an annual and special meeting (the "Meeting") of shareholders of CanAsia expected to be held on or about October 15, 2026.  CanAsia's directors and officers and a major shareholder, who collectively control approximately 37.74% of the outstanding common shares of CanAsia, have each entered into a voting support agreement with the Purchaser pursuant to which they have irrevocably agreed to vote all common shares held by them in favour of the Transaction at the Meeting.

In making their determination, the directors relied in part on a verbal fairness opinion prepared by Research Capital Corporation. As of the date of the opinion, and subject to the limitations, qualifications and assumptions disclosed to the directors, Research Capital Corporation is of the opinion that the consideration to be received by CanAsia's shareholders under the Transaction is fair, from a financial point of view, to shareholders. The verbal fairness opinion was delivered to an independent committee of directors. It is anticipated that a written fairness opinion, which will describe the assumptions made, factors, and other material background information considered and limitations and qualifications on the review undertaken, will be included in the CanAsia management information circular described below.

Further details regarding the Transaction will be provided in a management information circular (the "Circular") to be prepared in connection with the Meeting.  The Agreement and the Circular will be filed under CanAsia's issuer profile on SEDAR+ at www.sedarplus.ca.  Shareholders of CanAsia are urged to read the Circular and other relevant materials when they become available because such materials will contain important information about the Transaction.

Advisor

Research Capital Corporation has acted as financial advisor to CanAsia in connection with the Transaction.

About CanAsia

CanAsia is a Canadian publicly listed junior oil and gas company focused on the identification, evaluation and advancement of oil and gas exploration and development opportunities. CanAsia does not currently have producing oil and gas properties or any established source of operating revenue. Its activities to date have consisted primarily of the evaluation and advancement of early‑stage oil and gas assets, assessment of strategic alternatives in respect of  those assets and participation in competitive bid processes for oil and gas interests.

Forward-Looking Information

This press release contains forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information is generally identifiable by the terminology used, such as "expect", "believe", "estimate", "should", "could", "will", "anticipate" and "potential" or other similar wording. Forward-looking information in this press release includes, without limitation, references to the completion of the Transaction, the use of proceeds from the Transaction, including the return of capital to CanAsia shareholders, shareholder and regulatory approval, including, without limitation, the approval of the TSXV, the anticipated timing of the Meeting and the closing of the Transaction and the outcome of CanAsia's bid, as part of a consortium, pursuant to the onshore Thailand 25^th licensing round. By its very nature, the forward-looking information contained in this press release requires CanAsia and its management to make assumptions that may not materialize or that may not be accurate. In addition, the forward-looking information contained in this press release is subject to known and unknown risks and uncertainties and other factors, some of which are beyond the control of CanAsia, which could cause actual results, expectations, achievements or performance to differ materially. Although CanAsia believes that the expectations reflected in its forward-looking information are reasonable, it can give no assurances that those expectations will prove to be correct. In particular, there can be no assurance that any required shareholder, regulatory or other approvals or consents will be obtained or that other conditions precedent to the completion of the Transaction will be satisfied. CanAsia undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws

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.  

SOURCE CanAsia Energy Corp.

FOR FURTHER INFORMATION, PLEASE CONTACT: CanAsia Energy Corp., Jeff Chisholm, President and CEO (located in Bangkok, Thailand), Email: [email protected]; - or - Marcel Nunes, Vice President Finance and CFO, Email: [email protected], Telephone: [phone]