CLEARVIEW ANNOUNCES SALE TRANSACTION

CALGARY, AB, Aug. 18, 2025 /CNW/ - Clearview Resources Ltd. ("Clearview" or the "Company") is pleased to announce that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") with a publicly traded oil and gas company (the "Purchaser") pursuant to which the Purchaser has agreed to acquire all of the issued and outstanding common shares of Clearview ("Clearview Shares") for aggregate cash consideration of approximately $24.0 million, plus or minus an amount, if any, by which the Estimated Company Working Capital (as such term is defined in the Agreement Agreement) is greater than or less than $2.0 million, respectively (the "Purchase Price"). The proposed transaction (the "Transaction") is to be completed by way of a plan of arrangement under the Business Corporations Act (Alberta) and is expected to close in October 2025.

"We are very pleased with this outcome for Clearview and our strategic repositioning process ("Strategic Process") announced on March 25, 2025," said Rod Hume, President and Chief Executive Officer of Clearview. "Pursuant to the Strategic Process, the Company completed an extensive review of the potential transactions and alternatives that may be available to Clearview, with a view to maximizing value for the benefit of the Company and its stakeholders. The Purchase Price represents pure cash consideration and is not subject to financing. The Transaction provides an immediate opportunity for liquidity and certainty of value for our shareholders."

The Arrangement Agreement and Approvals

Under the Transaction and based on the current Estimated Company Working Capital, each holder of Clearview Shares (the "Shareholders"), including Clearview Shares issued to then former holders of the Company's convertible debentures, is expected to receive approximately $1.82 per Clearview Share on closing of the Transaction, subject to adjustment in accordance with the terms of the Arrangement Agreement.

Clearview will seek approval of the Transaction from the Shareholders at a special meeting expected to be held in October 2025 (the "Meeting"). The Transaction is subject to approval by Shareholders at the Meeting, including the approval of at least: (a) two-thirds of the votes cast by the Shareholders in person or represented by proxy at the Meeting; and (b) if required, a majority of the votes cast by Shareholders in person or represented by proxy at the Meeting, after excluding the votes cast by those Shareholders whose votes are required to be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

The Arrangement Agreement contains customary representations, warranties, interim operational covenants of each party and the Transaction is subject to various closing conditions, including receipt of court approval and the required Shareholder approval at the Meeting and other conditions customary in a transaction of this nature.

The Arrangement Agreement provides for a non-completion fee of $1.5 million, payable in the event that the Transaction is not completed or is terminated in certain circumstances, including if Clearview enters into an agreement with respect to a superior proposal or if the board of directors (the "Board") of Clearview withdraws or modifies its recommendation with respect to the Transaction.

Contemporaneous with the execution of the Arrangement Agreement, all of the directors and executive officers of Clearview, and certain shareholders of the Company, representing in excess of 62% of the Clearview Shares outstanding, have entered into voting support agreements agreeing to support the Transaction and vote their Clearview Shares in favour thereof.

Further details with respect to the Transaction will be included in the information circular to be mailed to the Shareholders in connection with the Meeting. A copy of the Arrangement Agreement and the information circular will be filed on Clearview's SEDAR+ profile and will be available for viewing at www.sedarplus.ca.

Recommendation of the Board

Based on the Fairness Opinion (as defined below) and through discussions with its financial and legal advisors, among other considerations, the Board has unanimously: (i) determined that the Transaction is fair, from a financial point of view, to Shareholders; (ii) resolved to recommend that the Shareholders vote in favour of the Transaction; and (iii) determined that the Transaction and the entering into of the Arrangement Agreement are in the best interests of Shareholders.

Advisors

ATB Securities Inc. acted as exclusive financial advisor to Clearview in connection with the Transaction and has provided a verbal fairness opinion (the "Fairness Opinion") that, subject to review of the final form of documents affecting the Transaction, as at the date of the Arrangement Agreement, the consideration to be received by Shareholders pursuant to the Transaction is fair, from a financial point of view, to Shareholders.

Dentons Canada LLP acted as legal counsel to Clearview.

McCarthy Tétrault LLP acted as legal counsel to the Purchaser.

FOR FURTHER INFORMATION PLEASE CONTACT:

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements and forward-looking information (collectively "forward-looking information") within the meaning of applicable securities laws. Specifically, forward-looking information in this press release may include, but is not limited to: the anticipated benefits of the Transaction to Clearview and its stakeholders; the timing and anticipated receipt of required Shareholder, court, regulatory and other third party approvals for the Transaction; expectations with respect to the timing of mailing and filing the information circular and Arrangement Agreement; the ability of Clearview and the Purchaser to satisfy the other conditions to, and to complete, the Transaction; and the anticipated timing of the holding of the Meeting and the closing of the Transaction. Forward-looking information typically uses words such as "anticipate", "believe", "project", "expect", "goal", "plan", "intend" or similar words suggesting future outcomes, statements that actions, events or conditions "may", "would", "could" or "will" be taken or occur in the future, although not all forward-looking information contain these identifying words.

The forward-looking information is based on certain key expectations and assumptions made by our management, including: expectations and assumptions concerning the Company being able to receive all required approvals to consummate the Transaction (including but not limited to any minority approval requirements pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, as applicable); prevailing commodity prices and exchange rates; applicable royalty rates and tax laws; future well production rates; prevailing commodity prices and differentials; exchange rates; applicable royalty rates and tax laws; the impact on commodity prices, production and cash flow due to production shut-ins; future exchange rates; future debt levels; the availability and cost of financing, labour and services; the impact of increasing competition and the ability to market oil and natural gas successfully and our ability to access capital.

Although Clearview believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Clearview can give no assurance that they will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature, such information involves inherent risks and uncertainties which could include the possibility that Clearview will not be able to execute some or all of its ongoing programs; general economic and political conditions in Canada, the U.S. and globally, and in particular, the effect that those conditions have on commodity prices and our access to capital; further fluctuations in the price of crude oil, natural gas liquids and natural gas; fluctuations in foreign exchange or interest rates; adverse changes to differentials for crude oil and natural gas produced in Canada as compared to other markets and worsened transportation restrictions. These and other risks are set out in more detail in Clearview's Annual Information Form for the year ended December 31, 2024, available on SEDAR+ at www.sedarplus.ca.

Our actual results, performance or achievement could differ materially from those expressed in, or implied by, the forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that we will derive therefrom. Management has included the above summary of assumptions and risks related to forward-looking information provided in this press release in order to provide shareholders with a more complete perspective on our future operations, and such information may not be appropriate for other purposes. Readers are cautioned that the foregoing lists of factors are not exhaustive. These forward-looking statements are made as of the date of this press release, and we disclaim any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

SOURCE Clearview Resources Ltd.