BIR Birchcliff Energy Ltd

Birchcliff Energy Ltd. (“Birchcliff” or the “Corporation”) (TSX: BIR) is pleased to announce that the Toronto Stock Exchange (the “TSX”) has accepted the Corporation’s notice of intention to make a normal course issuer bid (the “NCIB”).

The NCIB allows Birchcliff to purchase up to 13,489,975 common shares, which represents 5% of its 269,799,514 common shares outstanding as at November 14, 2024. The NCIB will commence on November 27, 2024 and will terminate no later than November 26, 2025. Under the NCIB, common shares may be purchased in open market transactions on the TSX and/or alternative Canadian trading systems at the prevailing market price at the time of such transaction. Subject to exceptions for block purchases, the total number of common shares that Birchcliff is permitted to purchase on the TSX during a trading day is subject to a daily purchase limit of 276,992 common shares, which represents 25% of the average daily trading volume on the TSX of 1,107,970 common shares for the six-month period ended October 31, 2024. All common shares purchased under the NCIB will be cancelled.

Birchcliff believes that at times, the market price of its common shares may not reflect the underlying value of the Corporation’s business and that purchasing its common shares for cancellation may represent an attractive opportunity to allocate capital resources to reduce the number of common shares outstanding, thereby increasing the value of the remaining common shares and shareholders’ ownership in the underlying business. In addition, Birchcliff may use the NCIB to offset the number of common shares it issues throughout the year pursuant to the exercise of options granted under its stock option plan to minimize or eliminate associated dilution to shareholders.

The actual number of common shares purchased pursuant to the NCIB and the timing of such purchases will be determined by Birchcliff. Decisions to purchase common shares under the NCIB will be based on market conditions, the trading price of the common shares and alternative uses of capital resources available to the Corporation. There cannot be any assurance as to how many common shares, if any, will ultimately be acquired by Birchcliff.

Under Birchcliff’s existing normal course issuer bid, it obtained the approval of the TSX to purchase up to 13,328,267 common shares over the period from November 27, 2023 to November 26, 2024. The Corporation has not purchased any common shares under this normal course issuer bid.

Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking statements and forward-looking information (collectively referred to as “forward-looking statements”) within the meaning of applicable Canadian securities laws. All statements and information other than historical fact may be forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on such forward-looking statements. Although Birchcliff believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct and Birchcliff makes no representation that actual results achieved will be the same in whole or in part as those set out in the forward-looking statements.

In particular, this press release contains forward-looking statements relating to the NCIB, including potential purchases under the NCIB and the effects and benefits of the NCIB. With respect to the forward-looking statements contained in this press release, assumptions have been made regarding, among other things: the anticipated benefits of the NCIB; prevailing and future commodity prices and differentials, exchange rates, interest rates, inflation rates, royalty rates and tax rates; the state of the economy, financial markets and the exploration, development and production business; the political environment; the regulatory framework; future cash flow, debt and dividend levels; future operating, transportation, marketing, G&A and other expenses; Birchcliff’s ability to access capital and obtain financing on acceptable terms; the timing and amount of capital expenditures and the sources of funding for capital expenditures and other activities; the sufficiency of budgeted capital expenditures to carry out planned operations; the successful and timely implementation of capital projects; results of operations; Birchcliff’s ability to continue to develop its assets and obtain the anticipated benefits therefrom; the performance of existing and future wells; and the ability to obtain any necessary regulatory approvals in a timely manner. Birchcliff’s actual results, performance or achievements could differ materially from those anticipated in the forward-looking statements as a result of both known and unknown risks and uncertainties including, but not limited to: the failure to realize the anticipated benefits of the NCIB; a failure to execute purchases under the NCIB; the risks posed by global conflict and their impacts on supply and demand and commodity prices; actions taken by OPEC and other major producers of crude oil and the impact such actions may have on supply and demand and commodity prices; general economic, market and business conditions which will, among other things, impact the demand for and market prices of Birchcliff’s products and Birchcliff’s access to capital; volatility of crude oil and natural gas prices; risks associated with increasing costs, whether due to high inflation rates, supply chain disruptions or other factors; stock market volatility; an inability to access sufficient capital from internal and external sources on terms acceptable to the Corporation; risks associated with Birchcliff’s credit facilities; operational risks and liabilities inherent in oil and natural gas operations; uncertainty that development activities in connection with Birchcliff’s assets will be economic; geological, technical, drilling, construction and processing problems; the accuracy of cost estimates and variances in Birchcliff’s actual costs and economic returns from those anticipated; and changes to the regulatory framework in the locations where the Corporation operates.

Readers are cautioned that the foregoing lists of factors are not exhaustive. Additional information on these and other risk factors that could affect Birchcliff’s results of operations, financial performance or financial results are included in Birchcliff’s most recent annual information form under the heading “Risk Factors” and in other reports filed with Canadian securities regulatory authorities. Management has included the above summary of assumptions and risks related to forward-looking statements provided in this press release in order to provide readers with a more complete perspective on Birchcliff’s future operations and management’s current expectations relating to Birchcliff’s future performance. Readers are cautioned that this information may not be appropriate for other purposes. The forward-looking statements contained in this press release are expressly qualified by the foregoing cautionary statements. The forward-looking statements contained herein are made as of the date of this press release. Unless required by applicable laws, Birchcliff does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

ABOUT BIRCHCLIFF:

Birchcliff is a dividend-paying, intermediate oil and natural gas company based in Calgary, Alberta with operations focused on the Montney/Doig Resource Play in Alberta. Birchcliff’s common shares are listed for trading on the TSX under the symbol “BIR”.

For further information, please contact:
Birchcliff Energy Ltd.Suite 1000, 600 – 3rd Avenue S.W.Calgary, Alberta T2P 0G5Telephone: (403) 261-6401Email: birinfo@birchcliffenergy.com www.birchcliffenergy.com		Chris Carlsen – President and Chief Executive OfficerBruno Geremia – Executive Vice President and Chief Financial Officer