Ann: MERGER WITH BLACKSPUR OIL CORP, page-3

25 February 2021
MERGER WITH BLACKSPUR OIL CORP.
• Binding agreement to acquire 100% of Blackspur Oil Corp (“Blackspur”), a western
Canadian conventional oil-weighted energy producer.
o Consideration of C$17 million; comprised C$12.1 million in Calima shares and a
cash payment of up to C$4.9 million; plus contingent consideration tied to net debt
adjustments at closing (A$1:C$1).
• Focused High Quality Asset Base: Blackspur’s operations include high quality,
producing assets in Alberta Canada with an oil weighted reserve1
base:
o Net Reserves1:
 5.4 MMboe Proved Developed Producing (PDP)
 16.7 MMboe Total Proved (1P)
 22.5 MMboe Total Proved and Probable (2P)
o 2020 Q4 average production: ~2,600 boe/d
o Average 2021 forecast production: ~3,000 boe/d (65% oil)2
o Estimated Dec 2021 production: ~3,400 boe/d (65% oil)2
o Low-cost production: US$26/bbl WTI break-even cost
• Substantial Growth Upside:
o Planned organic growth to over 5,500 boe/d by drilling 24 low risk proven
undeveloped (PUD) wells by year end 20223.
o In Q3 2018, Blackspur averaged production of 4,400 boe/d and peaked over 5,000
boe/d.
o Large drilling inventory with greater than 60 booked PUD locations1
• Significant Historical Investment: C$200 million invested in Blackspur assets over the
last 7 years.
• Leveraged to Oil & Gas Price Recovery: The Blackspur low-cost oil producing assets
will give the larger Company a recurring cash flow stream and exposure to improving oil
prices, while the significant resource base of the Calima Lands in the Montney gives upside
to both improving oil and gas prices and LNG development in Canada.
High Quality Management Team: Management and operations led by Jordan Kevol, as
CEO and Director supported by Blackspur and Calima management.
• Liquidity and Financing: Calima to undertake a capital raising of no less than A$34
million to fund the acquisition, reduce Blackspur indebtedness, provide working capital and
cover transaction costs.
• Environmental Technology: Existing investment by Blackspur in regenerative,
proprietary H2S removal technology will also position Calima with the ability to lower its
CO2 emission rates versus peers and offers a number of positive economic &
environmental benefits vs. traditional technology.
• Board & Shareholder support: The respective boards and major shareholders of Calima
and Blackspur have approved the transaction with the deal expected to close in April 2021

Over the past 7 years, Blackspur has invested over C$200 million acquiring and developing its
assets while creating inventory and infrastructure to accommodate growth to over 10,000 boe/d.
Calima and Blackspur will combine management teams in Canada and Jordan Kevol will become
CEO and President of Calima.



Key Terms of the Acquisition
The base consideration payable to Blackspur shareholders is C$17 million, comprised of no less
than C$12.1 million in Calima equity and up to C$4.9 million in cash. The agreement also includes
contingent consideration component of up to C$4.5 million in Calima shares based on the net debt
position of Blackspur upon closing (currently this adjustment is estimated to be ~C$3.2 million
following reduced net debt as a result of improved Blackspur cashflows).
In addition to paying the cash consideration to Blackspur shareholders, the funds raised will be
used to reduce Blackspur's credit facilities with National Bank of Canada from C$43 million to
Calima Energy Ltd ACN 117 227 086
Suite 4, 246-250 Railway Parade, West Leederville WA 6007: +61 8 6500 3270
Fax: + 61 8 6500 3275 Email: [email protected] www.calimaenergy.com
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approximately C$13 million on a C$20 million revolving credit facility; providing an undrawn bank
capacity of C$7 million to achieve strategic goals.
Calima has signed binding agreements with Blackspur and has received support agreements from
70% of Blackspur shareholders to date, which is sufficient to meet regulatory hurdles for
completion. Calima has placed C$1 million in escrow to secure the transaction and has undertaken
extensive due diligence on the Blackspur assets. Closing is expected late-April 2021, pending
both the Company and Blackspur shareholder and regulatory approvals and satisfaction of the
other conditions of the Acquisition.
The ASX has confirmed that Listing Rules 11.1.2 and 11.1.3 do not apply to the Acquisition.
A summary of the material terms of the Acquisition is set out in the Schedule to this announcement.