BluEnrgies Ltd. (Formerly Acme Gold Company Limited) Announces Closing of Reverse Takeover Transaction

(TheNewswire)

April 9, 2025 – TheNewswire - Vancouve r, BC – BluEnergies Ltd. (formerly, Acme Gold Company Limited) (CSE: AGE,anticipated TSXV: BLU) (“ Blu ” or the “ Company ”), ispleased to announce the completion of thepreviously announced transaction with CanadianGlobal Energy Corp. (“ CGE ”), an arm’s-length private oil and gascompany (“ CGE ”) (the“ Transaction ”), pursuant to an amalgamationagreement (the “ Amalgamation Agreement ”) dated December 20,2024, among the Company, its wholly owned subsidiary, 1517742 B.C.Ltd. (“ Newco ”), and CGE, as amended on March 12, 2025, whereby, amongstother things, the Company acquired all of the issued and outstandingcommon shares of CGE by way of a three-cornered amalgamation inaccordance with the provisions of the Business Corporations Act (British Columbia) (the “ BCBCA ”), as furtherdescribed below. The Transaction constituted a reverse takeover of theCompany by CGE pursuant to Policy 5.2 of the TSX Venture Exchange (the“ TSXV ”), as following the closing of the Transaction, there wasa change of control and the former shareholders of CGE own a majorityof the outstanding common shares of the Company.

The Resulting Issuer Shares (as defined below) havebeen conditionally approved for listing (the “ Listing ”) on theTSXV under the symbol “BLU” and the Company has applied tovoluntarily delist its common shares from the Canadian SecuritiesExchange (the “ CSE ”). The Listing remains subject to finalapproval by the TSXV and fulfilment of all of the requirements of theTSXV in order to obtain such approval, including, among other things,submission and acceptance of all documents requested by the TSXV inits conditional acceptance letter. The Company anticipates that theResulting Issuer Shares will be delisted from the CSE on or around theclose of markets on April 11, 2025 and effecting the Listing,including anticipated trading on the TSXV under the symbol “BLU”on or around the opening of markets on April 14, 2025.

In connection with the Transaction and pursuant to TSXVrequirements, the Company has filed the management informationcircular of CGE dated March 24, 2025 (the “ Information Circular ”) on the Company’s SEDAR+ profile at www.sedarplus.ca.Readers are strongly encouraged to review the Information Circular forfull details on the Transaction and the Company.

The Transaction

Immediately prior to the completion of the Transaction,the Company changed its name from “Acme Gold Company Limited” to“BluEnergies Ltd.” in accordance with the provisions of the BCBCAand completed a consolidation (the “ Consolidation ”) ofits common shares on the basis of two pre-Consolidation common sharesfor every one post-Consolidation common share. An aggregate of46,115,200 common shares of the Company were issued in exchange forall of the issued and outstanding common shares of CGE(“ CGE Shares ”) on the basis of 1,600 post-Consolidation common sharesof the Company for each issued and outstanding CGE Share. Followingcompletion of the Transaction, the Company has an aggregate of64,093,250 common shares issued and outstanding (the “ Resulting Issuer Shares ”). Additionally, the Company has the following convertiblesecurities issued and outstanding: (i) 5,050,000 stock options topurchase Resulting Issuer Shares (including 4,600,000 granted onclosing of the Transaction, as described below); (ii) 7,883,050 commonshare purchase warrants to purchase Resulting Issuer Shares; and (iii)126,900 broker warrants to purchase Resulting Issuer Shares. Forfurther details regarding the capitalization of the Company, pleasesee the Information Circular.

Escrowed Shares

In connection with the Transaction, certainshareholders of the Company have entered into a Tier 2 Value EscrowAgreement with the Company and Endeavor Trust Corporation, as escrowagent, in respect of 19,312,000 Resulting Issuer Shares (the“ Value EscrowAgreement ”). Under the terms of the ValueEscrow Agreement, 10% of such escrowed securities will be releasedupon the issuance of the final bulletin of the TSXV with subsequent15% releases occurring on each of the 6, 12, 18, 24, 30 and 36 monthsfollowing the final bulletin of the TSXV, respectively.

Certain shareholders of the Company are subject to seedshare resale restrictions (“ SSRRs ”) in respect of 26,563,200?Resulting Issuer Shares. However, under the terms of the AmalgamationAgreement, such Resulting Issuer Shares will be held pursuant tovoluntary pooling, which supersedes the SSRRs, with an initial releaseof 15% from pooling on the date of Listing (the “ Listing Date ”), 20%releases from pooling occurring 3, 6 and 9 months following theListing Date, and a final 25% release from pooling occurring on thedate which is 12 months from the Listing Date. ????

Board of Directors and ExecutiveManagement

Jason Weber, Ronald Britten and Robert Duncan haveresigned from their positions as directors and/or officers of theCompany concurrent with the completion of the Transaction. DonaldCrossley has resigned from his position as an officer of the Companybut will remain in his position as a director. The followingindividuals were appointed as directors and officers of Blu inconnection with the Transaction:

• James Deckelman – Chief Executive Officer andDirector

• Vivien Chuang – Chief Financial Officer

• Michelle Borthwick – Corporate Secretary

• Sergio Laura – Vice President, Exploration

• Cyrus Driver – Director

• Carol Law – Director

The following sets forth the names, positions andbackgrounds for each of the members of the board and management of theCompany:

James Deckelman, Chief ExecutiveOfficer and Director

Mr. Deckelman is a skilled explorer with over 25 yearsof industry experience. He has helped generate over $2 billion in netpresent value through exploration and asset development in LatinAmerica, the Middle East, Africa, Southeast Asia and North America.The exploration projects he has led, ranging from ultra-deepwater tounconventional oil and gas, have added over one billion barrels ofrecoverable resources for companies including ConocoPhillips, BP andTalisman Energy. He is experienced in investment evaluation, new assetcapture, and delivering production and reserve growth. In LatinAmerica, Mr. Deckelman has led projects and transactions in Colombia,Venezuela, Peru, Ecuador, Brazil, Mexico and Argentina. He is ageologist with a Masters in Geology from Utah State University and hasauthored over 15 industry publications focused on Latin America. Amongother awards, in 2021 he was recognized as one of “Industry’s 100Who Made a Difference” by the American Association of PetroleumGeologists.

Vivien Chuang, Chief FinancialOfficer

Ms. Chuang is a Chartered Accountant (British Columbia,Canada) with more than 15 years of experience in the resource andmining sector. Her experience includes serving as Chief FinancialOfficer of Azincourt Energy Corp., a uranium developer in theworld-class Athabasca Basin uranium district of Canada, as well asMuzhu Mining Ltd., a mining exploration company with prospectiveprojects in the Sleeping Giant South Project, located in the AbitibiGreenstone Belt of Quebec and the XWG Property in the Henan Provinceof China. Ms. Chuang also served as Chief Financial Officer ofNorthern Empire Resources Corp., a Nevada-focused mining company thatwas acquired by Coeur Mining in 2018, Precipitate Gold Corp., K2 GoldCorporation (formerly West Melville Metals Inc.) and Chakana CopperCorp. (formerly Remo Resources Inc.) and has been VP, Finance of FioreManagement & Advisory Corp since February 2025. Ms. Chuangarticled with PricewaterhouseCoopers LLP and holds a Bachelor ofBusiness Administration degree from Simon Fraser University.

Michelle Borthwick, CorporateSecretary

Ms. Borthwick is a corporate finance and governanceprofessional with over 25 years of experience in senior corporatefinance and governance roles providing advice and support to variousCanadian publicly listed issuers on the Toronto Stock Exchange, TSXV,CSE and OTC markets. She is the founder and principal of PeakshoreConsulting Inc. since January 2013 and Senior Vice President,Corporate Finance of Fiore Management & Advisory Corp. since July2020. Prior to this time, she was Vice President, Corporate Affairsand Corporate Secretary of Endeavour Mining Corporation (TSX: EDV),one of the world’s leading gold producers and the largest in WestAfrica. Ms. Borthwick holds a Bachelor of Arts degree in English andPsychology from the University of British Columbia.

Sergio A. Laura, Vice President,Exploration

Mr. Laura has over 40 years of experience in theupstream oil and gas industry in Africa, Europe, Southeast Asia andthe Middle East. He is an exploration geologist and has held varioussenior roles, including Managing Director at Eni Côte d’Ivoire,Vice President of West Africa Exploration at Eni SpA and ManagingDirector at Eni India Ltd. His career highlights include his time atEni SpA where he contributed to the significant oil and gas discoveryof Baleine deep offshore Côte d’Ivoire for which he received theOfficier de l’Ordre du Merit Ivoirien award, being the highest statehonour of Côte d’Ivoire and is awarded to those who have highlydistinguished themselves to the service to the state. Mr. Laura’sextensive experience spans exploration management, business advisory,and leadership roles in multiple countries, showcasing his expertiseand dedication to the industry. Mr. Laura earned a master’s degreein Geology from the University of Genoa.

Donald Crossley, Director

After graduating with a Bachelor of Commerce degreefrom University of British Columbia, Mr. Crossley obtained hisCanadian Chartered Professional Accountant designation, and worked forseveral years with KPMG LLP, one of the Big Four accounting firmsproviding full-service audit, tax and advisory services globally. Hehas been involved with a variety of public companies over the past 35years holding positions as a Director, Chief Executive Officer, andChief Financial Officer, while also providing management services.

Cyrus Driver, Director

Mr. Driver is a highly experienced chartered accountantwith expertise in finance, taxation and other accounting relatedmatters, as well as an extensive understanding of the securitiesindustry and its regulations. He was founding partner of the firmDriver Anderson, established in 1982, and a retired partner ofDavidson and Company LLP, one of the largest independent charteredprofessional accounting firms, and one of the largest public auditorsin Canada, which merged with Driver Anderson in 2002. Currently, heholds directorial and/or chief financial officer positions withseveral companies listed on the TSXV. Mr. Driver has a wide knowledge of the securities industry, enabling him toprovide valuable insight and advice with respect to finance, taxationand other accounting related matters.

Carol Law, Director

Ms. Law holds a Masters in Geology from VirginiaPolytechnic and State University and brings 40 years of experience inthe petroleum industry with roles in leadership, strategic decisionmaking, exploration geology, research, and consulting in a variety ofgeological settings worldwide and has been involved in explorationactivities in more than 50 countries. Carol spent the majority of hertechnical career developing and applying state of the art technologyand then leading teams in exploration efforts in basins around theworld for major and independent oil companies including Amoco, BP,Kerr McGee and Anadarko. Carol retired in 2011 from her role asExploration Manager for East Africa and Caribbean at AnadarkoPetroleum, where she led the team which discovered the world class gasdiscovery in the offshore Mozambique Rovuma Basin. Over the last 14years, Carol has had roles as CEO/COO/Board Member, and advisor for anumber of small cap oil and gas companies.

Amendments to the Company’s OptionPlan

In connection with the Listing and in order to complywith the policies of the TSXV, the Company has adopted an amended andrestated stock option plan (the “ Amended Option Plan ”) providing for certain amendments to its 10% rollingstock option plan. The Amended Option Plan was approved by theprevious board of directors of the Company and the vesting of anystock options granted thereunder will not occur until shareholderapproval has been obtained for the Amended Stock Option Plan and suchstock option grants. The Company will seek shareholder approval of theAmended Stock Option Plan and all stock option grants thereunder (asdescribed below) at the next annual and special meeting ofshareholders, which is expected to be held in early June 2025.

Option Grants

Upon closing of the Transaction, the Company granted anaggregate of 4,600,000 stock options (the “ Options ”) todirectors, officers, employees and consultants of the Company. EachOption is exercisable into one Resulting Issuer Share at an exerciseprice of $0.40 per share for a period of five years. A total of460,000 Options (10%) shall vest on in early June 2025, on the date ofreceipt of shareholder approval of the Amended Stock Option Plan, and all stock option grants thereunder, with theremaining 4,140,000 vesting in equal thirds every six months beginningon the date that is six months from the date of grant.

Escrow Release of FinancingProceeds

As previously announced on March 4, 2025, the Companycompleted a private placement offering of 7,853,050 subscriptionreceipts (each, a “ Subscription Receipt ”) at a price of $0.40per Subscription Receipt for gross proceeds of $3,153,220 (the“ Concurrent Financing ”). Theclosing of the Transaction satisfied the conditions for the releasefrom escrow of the net proceeds of the Concurrent Financing to theCompany and each Subscription Receipt has automatically converted to aunit of the Company consisting of one Resulting Issuer Share and oneResulting Issuer Share purchase warrant (each, a “ Resulting Issuer Warrant ”).  Each Resulting Issuer Warrant is exercisable toacquire one Resulting Issuer Share at a price of $0.75 per share untilApril 8, 2027 (the “ ExpiryDate ”), subject to adjustment in certaincircumstances. In the event that the moving volume weighted averagetrading price of the Resulting Issuer Shares for any period of 20consecutive trading days on the TSXV equals or exceeds $1.50, theCompany may, within 10 business days of the occurrence of such event,provide written notice to the holders of the Resulting Issuer Warrantsby way of a news release, accelerating the Expiry Date to the datethat is 30 days following the date of such notice. All of theResulting Issuer Shares and Resulting Issuer Warrants issued inconnection with the Concurrent Financing are subject to a four monthhold period that will expire on August 9, 2025, pursuant to applicablesecurities laws.

Finder’s Fees and CommissionPayable

Other than certain finder’s fees and commissions paidin connection with the Concurrent Financing, which closed on March 4,2025 and as further described in the Information Circular, nofinder’s fees or commissions were payable in connection with theTransaction.

Additional Information forShareholders

For further information, please refer to theInformation Circular, as well as the news releases dated November 5,2024, December 6, 2024, December 23, 2024 and March 4, 2025. Furtherinformation on Blu is also available on SEDAR+ ( www.sedarplus.ca ).

For further information, please contact:

James Deckelman, Chief Executive Officer

Email: info@blu-energies.com

Forward-looking Information

This news release contains“forward-looking information” within the meaning of applicablesecurities laws. Forward-looking information can be identified bywords such as: “intend”, “believe”, “estimate”,“expect”, “may”, “will” and similar references to futureperiods. Examples of forward-looking information include, amongothers, the future plans of Blu, the expected delisting date of theResulting Issuer Shares from the CSE, the expected trading date of theResulting Issuer Shares on the TSXV, the receipt of the final bulletinof the TSXV, the anticipated annual and special meeting ofshareholders of the Company and related business, including approvalof the option grants, as well as information relating to Blu. AlthoughBlu believes that, in light of the experience of its officers anddirectors, current conditions and expected future developments andother factors that have been considered appropriate, the expectationsreflected in this forward-looking information are reasonable, unduereliance should not be placed on them because Blu can give noassurance that they will prove to be correct. Readers are cautioned tonot place undue reliance on forward-looking information. Actualresults and developments may differ materially from those contemplatedby these statements depending on, among other things, the risks (i)that the future plans of Blu may differ from those that currently arecontemplated; and (ii) that the expected delisting date from the CSEand expected trading date of the Resulting Issuer Shares may change.Additional risks include those disclosed in the Information Circular,which are incorporated herein by reference and are available throughSEDAR+ at www.sedarplus.ca. Readers are cautioned not to place unduereliance on forward-looking information. The Company undertakes noobligation to update any of the forward-looking information in thisnews release or incorporated by reference herein, except as otherwiserequired by law.

Neither theCanadian Securities Exchange, nor the TSX Venture Exchange, has in anyway passed upon the merits of the proposed Transaction and has neitherapproved nor disapproved the contents of this news release.

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