Headwater Exploration Inc.TSX: HWX

Q2 2026 Financial Statements

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HEADWATER EXPLORATION INC. Interim Condensed Statements of Financial Position

(unaudited)

June 30, December 31,

2026 2025

(Cdn$ thousands) $ $

ASSETS

Current assets

Cash and cash equivalents 87,658

99,655

Restricted cash (note 12) 2,350

2,350

Accounts receivable (note 12) 66,529

53,003

Financial derivative receivable (note 12) 1,397

393

Inventories 1,080

1,078

Prepaids and deposits 3,668

1,562

Total current assets 162,682

158,041

Exploration and evaluation assets (note 3) 56,142

44,113

Property, plant and equipment (note 4) 877,027

790,753

Other assets 1,807

2,260

Total assets 1,097,658

995,167

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities

Accounts payable and accrued liabilities (note 12) 94,702

65,695

Stock-based compensation payable (note 8) 19,892

28,711

Financial derivative liability (note 12) 216

1,225

Current portion of lease liability 999

959

Current income tax liability 670

790

Dividend payable (note 7) 28,532

26,154

Repayable contribution (note 6) 7,472

4,556

Total current liabilities 152,483

128,090

Lease liability 777

1,325

Stock-based compensation payable (note 8) 9,982

11,266

Decommissioning liability (note 5) 40,489

35,177

Repayable contribution (note 6) -

7,202

Deferred income tax liability 79,475

63,952

Total liabilities 283,206

247,012

Shareholders' equity

Capital stock (note 7) 487,378

487,378

Contributed surplus 10,792

10,792

Retained earnings 316,282

249,985

Total shareholders' equity 814,452

748,155

Total liabilities and shareholders' equity 1,097,658

995,167

Subsequent events (note 13)

See accompanying notes to the interim condensed financial statements

Approved on behalf of the Board of Directors:

(signed) "Chandra Henry" (signed) "Neil Roszell"

Chandra Henry, CPA, CA, Director Neil Roszell, Executive Chairman

HEADWATER EXPLORATION INC. Interim Condensed Statements of Income and Comprehensive Income

(unaudited)

Three months ended June 30,

Six months ended June 30,

2026

2025

2026

2025

(Cdn$ thousands, except per share data)

$

$

$

$

REVENUE

Sales (note 9)

237,928

144,944

414,649

315,099

Royalties

(49,509)

(25,847)

(76,350)

(54,512)

Revenue, net of royalties

188,419

119,097

338,299

260,587

Gains (losses) on financial derivatives (note 12)

2,120

1,360

(15,316)

(4,292)

190,539

120,457

322,983

256,295

EXPENSES

Blending and transportation

23,836

17,507

43,119

35,201

Production

18,527

14,986

36,177

30,692

General and administrative

3,386

2,904

6,559

5,753

Stock-based compensation (note 8)

1,926

3,089

18,950

5,453

Depletion and depreciation

29,720

32,636

58,665

65,151

Exploration and evaluation expense

1,814

-

1,814

-

79,209

71,122

165,284

142,250

Interest income and other expense (note 10)

(105)

226

(113)

698

Income before income taxes

111,225

49,561

157,586

114,743

Income taxes

Current income tax expense

13,541

9,683

21,080

20,453

Deferred income tax expense

12,268

1,855

15,523

6,263

25,809

11,538

36,603

26,716

Net income and comprehensive income 85,416

38,023

120,983

88,027

Net income per share (note 7) Basic

0.36

0.16

0.51

0.37

Diluted

0.36

0.16

0.51

0.37

See accompanying notes to the interim condensed financial statements

HEADWATER EXPLORATION INC. Interim Condensed Statements of Cash Flows

(unaudited)

Three months ended June 30,

Six months ended June 30,

Cash flow related to the following activities:

2026

2025

2026

2025

(Cdn$ thousands)

$

$

$

$

OPERATING

Net income

85,416

38,023

120,983

88,027

Items not involving cash:

Unrealized (gains) losses on financial derivatives (note 12)

(13,985)

(2,082)

(2,015)

404

Stock-based compensation

1,926

3,089

18,950

5,453

Depletion and depreciation

29,720

32,636

58,665

65,151

Exploration and evaluation expense (note 3)

1,814

-

1,814

-

Income tax expense

25,809

11,538

36,603

26,716

Non-cash finance charges

590

697

1,188

1,380

Restricted cash

-

(2,000)

-

(2,000)

Settlement of decommissioning liability (note 5)

-

-

-

(101)

Income taxes paid (note 11)

(10,055)

(9,106)

(21,200)

(35,412)

Change in non-cash operating working capital (note 11)

13,331

(4,122)

(40,353)

(11,010)

Cash flows provided by operating activities

134,566

68,673

174,635

138,608

FINANCING

Payment of lease liability

(308)

(198)

(590)

(397)

Dividends paid (note 7)

(26,154)

(26,155)

(52,308)

(49,931)

Purchase of common shares for cancellation (note 7)

-

(270)

-

(270)

Repayment of repayable contribution (note 6)

(4,718)

(1,417)

(4,718)

(1,417)

Cash flows used in financing activities

(31,180)

(28,040)

(57,616)

(52,015)

INVESTING

Capital expenditures - exploration and evaluation (note 3)

(6,477)

(2,675)

(13,843)

(11,063)

Capital expenditures - property, plant and equipment (note 4)

(75,075)

(48,029)

(134,449)

(102,488)

Change in non-cash investing working capital (note 11)

2,768

9,923

19,276

9,667

Cash flows used in investing activities

(78,784)

(40,781)

(129,016)

(103,884)

Change in cash and cash equivalents

24,602

(148)

(11,997)

(17,291)

Cash and cash equivalents, beginning of period

63,056

125,551

99,655

142,694

Cash and cash equivalents, end of period

87,658

125,403

87,658

125,403

See accompanying notes to the interim condensed financial statements

HEADWATER EXPLORATION INC. Interim Condensed Statements of Changes in Shareholders' Equity

(unaudited)

Notes

Capital stock

Contributed

surplus

Retained earnings

Total shareholders'

equity

(Cdn$ thousands)

$

$

$

$

Balance at January 1, 2025

486,984

10,969

201,506

699,459

Exercise of stock options

7

331

(331)

-

-

Stock-based compensation

8

-

154

-

154

Net income

-

-

88,027

88,027

Dividends declared

7

-

-

(52,310)

(52,310)

Purchase of common shares for cancellation

7

(275)

-

-

(275)

Balance at June 30, 2025

487,040

10,792

237,223

735,055

Balance at January 1, 2026

487,378

10,792

249,985

748,155

Net income

-

-

120,983

120,983

Dividends declared

7

-

-

(54,686)

(54,686)

Balance at June 30, 2026

487,378

10,792

316,282

814,452

See accompanying notes to the interim condensed financial statements

HEADWATER EXPLORATION INC. Notes to the Interim Condensed Financial Statements

(unaudited)

As at and for the three and six months ended June 30, 2026 and 2025

(All tabular amounts in thousands, unless otherwise stated)

  1. NATURE OF OPERATIONS

    Headwater Exploration Inc. ("Headwater" or the "Company") is a Canadian resource company engaged in the exploration for and development and production of petroleum and natural gas in Canada. Headwater is a public company existing under the Alberta Business Corporations Act with common shares listed on the Toronto Stock Exchange ("TSX") under the symbol "HWX".

    Headwater's principal place of business is located at 1400, 215 - 9th Avenue S.W., Calgary, Alberta, T2P 1K3 and its registered office is located at 2400, 525 - 8th Avenue S.W., Calgary, Alberta, T2P 1G1.

  2. BASIS OF PREPARATION

    These unaudited interim condensed financial statements have been prepared in accordance with IAS 34 - Interim Financial Reporting as issued by the International Accounting Standards Board ("IASB"). The unaudited interim condensed financial statements do not include all information required for annual financial statements and should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2025. These unaudited interim condensed financial statements have been prepared following the same accounting policies as the Company's audited financial statements for the year ended December 31, 2025, except for the below.

    During the six months ended June 30, 2026, the Company adopted amendments to IFRS 9 "Financial Instruments" and IFRS 7 "Financial Instruments: Disclosures". These amendments clarify the date of recognition and derecognition of some financial assets and liabilities. These amendments did not have a material impact on the Company's financial statements. The timely preparation of these financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ materially from these estimates. Significant judgments, estimates and assumptions made by management in these financial statements are outlined in the audited financial statements for the year ended December 31, 2025.

    These unaudited interim condensed financial statements were approved and authorized for issue by the Board of Directors on July 23, 2026.

  3. EXPLORATION AND EVALUATION ("E&E") ASSETS

    The following table reconciles the movements of the Company's E&E assets for the periods:

    June 30, 2026 December 31, 2025

    $ $

    Balance, beginning of period 44,113 30,089

    Additions

    13,843

    48,908

    E&E expense

    (1,814)

    (8,256)

    Transfers to PP&E (note 4)

    -

    (26,628)

    Balance, end of period

    56,142

    44,113

    During the six months ended June 30, 2026, the Company recognized $1.8 million of E&E expense related to its non-core Alberta assets. During the year ended December 31, 2025, the Company recognized $8.3 million of E&E expense related to its Saskatchewan assets.

  4. PROPERTY, PLANT AND EQUIPMENT ("PP&E")

    The following table reconciles the movements of the Company's PP&E assets for the periods:

    Oil and gas properties

    Corporate

    Total

    Cost

    $

    $

    $

    Balance at December 31, 2024

    1,323,296

    2,907

    1,326,203

    Additions

    193,058

    36

    193,094

    Transfers from E&E

    26,628

    -

    26,628

    Changes in decommissioning liability

    (14,781)

    -

    (14,781)

    Balance at December 31, 2025

    1,528,201

    2,943

    1,531,144

    Additions (1)

    139,851

    16

    139,867

    Changes in decommissioning liability (note 5)

    4,618

    -

    4,618

    Balance at June 30, 2026

    1,672,670

    2,959

    1,675,629

    Accumulated depletion, depreciation and impairment

    Balance at December 31, 2024

    611,746

    2,437

    614,183

    Depletion or depreciation expense

    126,147

    61

    126,208

    Balance at December 31, 2025

    737,893

    2,498

    740,391

    Depletion or depreciation expense

    58,182

    29

    58,211

    Balance at June 30, 2026

    796,075

    2,527

    798,602

    Net book value at December 31, 2025

    790,308

    445

    790,753

    Net book value at June 30, 2026

    876,595

    432

    877,027

    1. Includes capitalized general and administrative expenses of $2.5 million and capitalized stock-based compensation of $5.4 million.

      The Company concluded there are no indicators of impairment for its PP&E assets as at June 30, 2026 and December 31, 2025.

  5. DECOMMISSIONING LIABILITY

    The following table reconciles the movements of the Company's decommissioning liability for the periods:

    June 30, 2026

    December 31, 2025

    $

    $

    Balance, beginning of period

    35,177

    48,603

    Additions

    2,776

    8,773

    Settlements

    -

    (332)

    Change in estimate (1)

    1,842

    (23,554)

    Accretion (note 10)

    694

    1,687

    Balance, end of period

    40,489

    35,177

    Key assumptions

    Risk free rate

    3.8%

    3.9%

    Inflation rate

    2.1%

    2.0%

    1. Relates to changes in the risk-free rate, inflation rate and cost estimates for the period ended June 30, 2026. For the year ended December 31, 2025, relates to changes in the risk-free rate, inflation rate, time to abandonment and cost estimates. Of this amount, a $12.9 million downward revision is the result of a change in cost estimates underpinned by a decrease to the industry's abandonment cost benchmarks, a $6.2 million downward revision relates to changes in time to abandonment, a $6.5 million downward revision is a result of an increase in risk-free rate over the year from 3.3% at December 31, 2024 to 3.9% at December 31, 2025 and a $2.0 million upward revision is a result of an increase in the inflation rate over the year from 1.8% at December 31, 2024 to 2.0% at December 31, 2025.

      The Company has estimated the net present value of its total decommissioning liabilities to be $40.5 million as at June 30, 2026 (December 31, 2025 - $35.2 million). The total future inflated and undiscounted amount of estimated cash flows required to settle these obligations is $162.2 million (December 31, 2025 - $147.1 million). Management estimates the settlement of these obligations will occur over the next 30 to 40 years.

  6. REPAYABLE CONTRIBUTION (NRCan ERF)

    In 2022 and 2023, the Company received approval of a total of four claims pursuant to a repayable contribution agreement with the Department of Natural Resources Canada ("NRCan"), under the Emissions Reduction Fund ("ERF") Onshore Program. All funds have been received by the Company with respect to the four claims.

    The Company has recognized a repayable contribution of $8.0 million, undiscounted, and $7.5 million, discounted, as at June 30, 2026 (December 31, 2025 - $12.8 million and $11.8 million respectively), with respect to claims submitted to the ERF and confirmed by NRCan. The Company discounts the repayable contribution at a weighted average interest rate of 7.7%. The repayable portion of the funds received are to be repaid as follows: 10% was repaid on June 30, 2025, 33% was repaid June 30, 2026, and 57% to be repaid

    on June 30, 2027.

    June 30, 2026 December 31, 2025

    $

    $

    Balance, beginning of period

    11,758

    12,289

    Repayment

    (4,718)

    (1,417)

    Interest (note 10)

    432

    886

    Balance, end of period

    7,472

    11,758

    Current portion of repayable contribution

    7,472

    4,556

    Long-term portion of repayable contribution

    -

    7,202

    The Company is in compliance with all terms and conditions of the repayable contribution agreement.

  7. CAPITAL STOCK
    1. Issued, authorized and outstanding

      June 30, 2026 December 31, 2025

      Number of

      shares

      Amount

      Number of

      shares

      Amount

      $

      $

      Balance, beginning of period 237,763

      487,378

      237,757

      486,984

      Exercise of stock options -

      -

      53

      331

      Purchase of common shares for cancellation -

      -

      (1,047)

      (7,654)

      Issued on land acquisition -

      -

      1,000

      7,740

      Share issue costs, net of deferred tax -

      -

      -

      (23)

      Balance, end of period 237,763

      487,378

      237,763

      487,378

      During the year ended December 31, 2025, 177 thousand stock options were exercised for 53 thousand common shares on a cashless basis. Contributed surplus related to the options exercised of $331 thousand was transferred to capital stock.

      During the year ended December 31, 2025, Headwater issued 1.0 million common shares as consideration for certain E&E assets.

    2. Normal Course Issuer Bid ("NCIB")

      On May 11, 2026, Headwater announced TSX approval of its NCIB renewal to purchase for cancellation up to 22,287,602 common shares during the period commencing on May 13, 2026, and terminating on the earlier of: (i) the date on which the Company has acquired all common shares sought pursuant to the NCIB; or (ii) to May 12, 2027, unless earlier terminated at the option of the Company, upon prior notice being given to the TSX.

      During the year ended December 31, 2025, Headwater utilized its NCIB which resulted in approximately 1.05 million common shares being purchased for cancellation at an average price of $7.30 per common share for total consideration of $7.7 million. Total consideration includes commissions and a 2% federal tax accrued on the purchase, which is charged against capital stock.

      The Company did not utilize its NCIB during the six months ended June 30, 2026

    3. Dividends

      During the six months ended June 30, 2026, the Company declared $54.7 million (year ended December 31, 2025 - 104.7 million) related to its quarterly cash dividend. Included in current liabilities is the dividend payable of $28.5 million for the dividend declared on April 30, 2026, and paid on July 15, 2026.

      The Company increased its quarterly cash dividend to $0.12 per common share, from $0.11 per common share, effective for the dividend paid on July 15, 2026, to shareholders of record at the close of business on June 30, 2026.

    4. Per share amounts

    Basic per share amounts are calculated using the weighted average number of shares outstanding. The Company uses the treasury stock method to determine the impact of dilutive securities. The reconciling items between basic and diluted average common shares outstanding are restricted share units ("RSUs"), performance share units ("PSUs") and accrued dividends on RSUs and PSUs.

    Three months ended

    June 30,

    Six months ended

    June 30,

    2026 2025 2026 2025

    Weighted average shares outstanding

    Basic

    237,763

    237,763

    237,763

    237,767

    Diluted

    240,052

    239,471

    239,897

    239,469

  8. STOCK-BASED COMPENSATION
    1. Stock-based compensation expense

      The following table summarizes the breakdown of stock-based compensation expense for the periods:

      Three months ended

      June 30,

      Six months ended

      June 30,

      2026

      2025

      2026

      2025

      $

      $

      $

      $

      Deferred share units

      (368)

      336

      2,171

      1,126

      Share awards

      2,935

      3,353

      22,197

      5,407

      Capitalized stock-based compensation

      (641)

      (600)

      (5,418)

      (1,080)

      Total stock-based compensation expense

      1,926

      3,089

      18,950

      5,453

    2. Share awards

      The Company has an awards plan which provides for grants of RSUs and PSUs to officers, employees and consultants of the Company. Generally, one third of the RSUs will vest on each of the first, second and third anniversaries of the date of grant and all PSUs will vest on the third anniversary of the date of grant, unless otherwise determined by the Board of Directors. RSUs and PSUs are cash-settled. For PSUs, the amount of stock-based compensation payable and related expense is adjusted based on a performance multiplier ranging from 0 to 2 times.

      PSUs (Cash-Settled)

      The following table summarizes the changes in the PSU liability for the periods:

      June 30, December 31,

      2026

      2025

      $

      $

      Balance, beginning of period

      32,886

      16,952

      Increase in liability/fair value adjustment (1)

      20,036

      26,916

      Payout (1) (2)

      (31,101)

      (10,982)

      Balance, end of period

      21,821

      32,886

      Current portion of stock-based compensation payable

      12,355

      22,445

      Long-term portion of stock-based compensation payable

      9,466

      10,441

      1. Includes dividend adjustment.

      2. Includes an incremental 1.2 million units cash settled pursuant to a performance multiplier adjustment for the six months ended June 30, 2026.

    The PSU liability as at June 30, 2026 of $21.8 million is based on a fair value of $11.83 per PSU, which is the Company's closing share price on June 30, 2026.

    The following table summarizes the changes in the number of outstanding PSUs for the periods:

    June 30,

    2026

    December 31,

    2025

    Outstanding, beginning of period

    3,729

    3,116

    Granted

    747

    1,441

    Forfeited

    -

    (7)

    Released upon vesting

    (1,032)

    (821)

    Outstanding, end of period

    3,444

    3,729

    RSUs (Cash-Settled)

    The following table summarizes the changes in the RSU liability for the periods:

    June 30,

    2026

    December 31,

    2025

    $

    $

    Balance, beginning of period

    2,743

    1,850

    Increase in liability/fair value adjustment (1)

    2,161

    2,352

    Payout (1)

    (2,797)

    (1,459)

    Balance, end of period

    2,107

    2,743

    Current portion of stock-based compensation payable

    1,591

    1,918

    Long-term portion of stock-based compensation payable

    516

    825

    (1) Includes dividend adjustment.

    The RSU liability as at June 30, 2026 of $2.1 million is based on a fair value of $11.83 per RSU, which is the Company's closing share price on June 30, 2026.

    The following table summarizes the changes in the number of outstanding RSUs for the periods:

    June 30,

    2026

    December 31,

    2025

    Outstanding, beginning of period

    443

    432

    Granted

    133

    253

    Forfeited

    (8)

    (37)

    Released upon vesting

    (196)

    (205)

    Outstanding, end of period

    372

    443

    c) Deferred share units ("DSUs")

    The Company has a DSU plan which provides for grants of DSUs to non-management directors. Each DSU vests on the date of grant; however, settlement of the DSU occurs when the individual ceases to be a director of the Company. DSUs are to be settled in cash or by payment in common shares acquired through the facilities of the TSX. It is the intention of the Company to settle DSUs in cash.

    The following table summarizes the changes in the DSU liability for the periods:

    June 30,

    2026

    $ $

    December 31,

    2025

    Balance, beginning of period 4,348 2,879

    Increase in liability/fair value adjustment (1)

    2,171

    2,563

    Payout (1)

    (573)

    (1,094)

    Balance, end of period

    5,946

    4,348

    Current portion of stock-based compensation payable

    5,946

    4,348

    (1) Includes dividend adjustment.

    The DSU liability as at June 30, 2026 of $5.9 million is based on a fair value of $11.83 per DSU, which is the Company's closing share price on June 30, 2026.

    The following table summarizes the changes in the number of outstanding DSUs for the periods:

    June 30,

    2026

    December 31,

    2025

    Outstanding, beginning of period 409 400

    Granted

    82

    161

    Released

    (46)

    (152)

    Outstanding, end of period

    445

    409

  9. SALES

    The following table presents the Company's sales disaggregated by revenue source:

    Three months ended

    June 30,

    Six months ended

    June 30,

    2026

    2025

    2026

    2025

    $

    $

    $

    $

    Heavy oil

    234,629

    141,282

    394,552

    294,966

    Natural gas

    1,599

    2,183

    16,890

    16,806

    Natural gas liquids

    1,403

    1,187

    2,303

    2,219

    Gathering, processing and transportation

    297

    292

    904

    1,108

    237,928

    144,944

    414,649

    315,099

    Included in accounts receivable as at June 30, 2026 is $66.0 million (December 31, 2025 - $52.2 million) of accrued sales related to June 2026 production.

  10. INTEREST INCOME AND OTHER EXPENSE

    Interest income and other expense consists of the following:

    Three months

    ended

    June 30,

    Six months

    ended

    June 30,

    2026

    2025

    2026

    2025

    $

    $

    $

    $

    Interest income

    485

    924

    1,075

    2,079

    Realized and unrealized foreign exchange gains

    18

    6

    18

    5

    Accretion on decommissioning liability (note 5)

    (356)

    (428)

    (694)

    (832)

    Interest on repayable contribution (note 6)

    (214)

    (226)

    (432)

    (454)

    Interest on lease liability

    (38)

    (50)

    (80)

    (100)

    (105)

    226

    (113)

    698

    1. Included within non-cash finance charges in the statement of cash flows is unrealized foreign exchange gains, accretion on decommissioning liability, interest on repayable contribution and interest on lease liability.

  11. SUPPLEMENTAL CASH FLOW INFORMATION

    Three months ended June 30,

    Six months ended June 30,

    2026

    2025

    2026

    2025

    $

    $

    $

    $

    Change in non-cash operating working capital:

    Accounts receivable

    9,872

    785

    (13,487)

    5,934

    Inventories

    296

    8

    (2)

    58

    Prepaids and deposits

    (1,903)

    (1,485)

    (2,106)

    (1,505)

    Accounts payable and accrued liabilities

    5,840

    (1,901)

    9,713

    (2,270)

    Payout of stock-based compensation

    (774)

    (1,529)

    (34,471)

    (13,227)

    13,331

    (4,122)

    (40,353)

    (11,010)

    Change in non-cash investing working capital:

    Accounts receivable

    (20)

    4,800

    (18)

    571

    Accounts payable and accrued liabilities

    2,788

    5,123

    19,294

    9,096

    2,768

    9,923

    19,276

    9,667

    Cash income taxes paid

    10,055

    9,106

    21,200

    35,412

    Cash interest received

    560

    1,203

    1,224

    2,421

  12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

    Financial instruments of the Company include cash and cash equivalents, restricted cash, accounts receivable, financial derivative receivable/liability, deposits, accounts payable and accrued liabilities, dividends payable and repayable contribution. The Company is exposed to financial risks arising from its financial assets and liabilities that include credit risk in addition to market risks associated with commodity prices and foreign exchange rates.

    1. The Company is exposed to the following risks:

      1. Commodity price risk

        Headwater enters into financial derivative commodity contracts to manage the risks associated with fluctuations in commodity prices. All such transactions are conducted in accordance with the Company's established risk management policies. The Company does not use derivative financial instruments for speculative purposes.

        The Company had the following outstanding financial derivative commodity contracts as at June 30, 2026:

        Natural Gas

        AECO 5A

        Fixed

        Jul 2026 - Oct 2026

        4,000 GJ

        Cdn$2.49/GJ

        Natural Gas

        AECO 5A

        Fixed

        Apr 2027 - Oct 2027

        1,000 GJ

        Cdn$2.00/GJ

        Crude Oil

        WCS Basis (2)

        Differential

        Jul 2026 - Dec 2026

        2,000 bbl

        US$13.00/bbl

        Commodity Index Type Term Daily Volume Contract Price Natural Gas AGT (1) Fixed Dec 2026 - Mar 2027 5,000 mmbtu Cdn$17.88/mmbtu

        1. AGT = Algonquin city-gates daily

        2. WCS = Western Canadian Select

          The Company has recorded $2.0 million (December 31, 2025 - $2.0 million) of restricted cash in the Statement of Financial Position as collateral for certain financial derivatives with a counterparty.

          The following table summarizes the Company's financial derivative gains (losses) on commodity contracts for the periods:

          Three months ended

          June 30,

          Six months ended

          June 30,

          2026

          2025

          2026

          2025

          Gains (losses) on financial derivatives:

          $

          $

          $

          $

          - realized losses

          (11,865)

          (722)

          (17,331)

          (3,888)

          - unrealized gains (losses)

          13,985

          2,082

          2,015

          (404)

          Gains (losses) on financial derivatives

          2,120

          1,360

          (15,316)

          (4,292)

          The following table summarizes the fair value as at June 30, 2026 and the change in fair value for the six months ended June 30, 2026:

          Commodity contracts

          $

          Net financial derivative liability, beginning of period (832)

          Unrealized change in fair value 2,015

          Net financial derivative receivable, end of period 1,183

          The fair value of the net financial derivative receivable related to the Company's commodity contracts of $1.2 million as at June 30, 2026 is based on estimated future natural gas and oil prices as of that date. The fair values of these financial derivative commodity contracts are sensitive to changes in the natural gas and oil reference prices. Holding other assumptions constant, if the AECO 5A and AGT price increased by 10% and the WCS differential to WTI decreased by 10%, the fair value of the net financial derivative asset would decrease by $2.0 million.

      2. Foreign currency risk

        The Company is exposed to fluctuations in the Canadian to U.S. dollar exchange rate given realized pricing is directly influenced by U.S. dollar denominated benchmark pricing and from exposure to its U.S. dollar denominated WCS commodity contracts. Headwater may decide to mitigate a portion of this risk by periodically

        entering into foreign exchange contracts. As at June 30, 2026, Headwater did not have any foreign exchange contracts outstanding.

        Fair Value Measurement

        The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The Company maximizes the use of observable inputs when preparing calculations of fair value, where possible.

        The fair value of cash and cash equivalents, restricted cash, accounts receivable, deposits, accounts payable and accrued liabilities and dividends payable approximate their carrying value due to the short term to maturity of these instruments. The repayable contribution has been discounted at an estimated market rate and therefore carrying value approximates fair value.

        The Company's financial derivative receivable/liability is considered Level 2 in the fair value hierarchy.

      3. Credit risk

        At June 30, 2026, the expected credit loss on the Company's accounts receivable was $nil. As at June 30, 2026, the Company's receivables consisted of $66.0 million (December 31, 2025 - $52.2 million) from crude oil and natural gas marketers, $0.3 million from commodity contract counterparties (December 31, 2025 - $nil) and $0.2 million (December 31, 2025 - $0.8 million) from joint venture partners. With the exception of amounts outstanding from the Company's joint venture partners, trade receivables generally have a 30-day term. The majority of receivables are expected to be collected by July 25, 2026.

      4. Liquidity risk

        Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages liquidity risk through its working capital and an actively managed operating and capital expenditure budgeting process. As at June 30, 2026, the Company was holding cash of $87.7 million.

        Credit Facilities

        The Company has senior secured revolving syndicated credit facilities with the National Bank of Canada and the Bank of Montreal (together, the "Lenders"). The credit facilities are comprised of extendible revolving credit facilities consisting of a $20.0 million operating facility and an $80.0 million syndicated facility. Headwater also has an uncommitted accordion feature that provides the Company with the ability to access an incremental

        $100.0 million, subject to certain conditions including approval from the Lenders. As at June 30, 2026, Headwater had not drawn on the credit facilities.

        The credit facilities have a revolving period of two years, extendible annually at the request of the Company, subject to approval of the Lenders. The next scheduled borrowing base redetermination is to occur by May 31, 2027. The credit facilities are secured by a demand debenture in the amount of $500 million. Principal repayments are not required until the maturity date, provided that the borrowings under the credit facilities do not exceed the authorized borrowing base and the Company is in compliance with all covenants, representations and warranties.

        The credit facilities bear interest at a floating market rate with margins charged by the Lenders linked to the Company's senior debt to EBITDA ratio. EBITDA, for the purposes of calculating the senior debt to EBITDA ratio, is calculated as net income adjusted for non-cash items, interest expense and income taxes. Senior debt, for the purposes of calculating the senior debt to EBITDA ratio, is calculated as any debt of the Company excluding the financial derivative liability and repayable contribution.

        The credit facilities are not subject to any financial covenants. Additionally, distributions are permitted subject to compliance with a Board-approved distribution policy.

    2. Management of capital

      The Company's objectives when managing capital are to i) deploy capital to provide an appropriate return on investment to its shareholders; ii) maintain financial flexibility in order to preserve the Company's ability to meet financial obligations; and iii) maintain a capital structure that provides financial flexibility to execute strategic acquisitions. To aid in managing the capital structure, the Company monitors adjusted working capital and adjusted funds flow from operations.

      During the six months ended June 30, 2026, the Company declared $54.7 million related to its quarterly cash dividend (year ended December 31, 2025 - $104.7 million). The Company increased its quarterly cash dividend to $0.12 per common share, from $0.11 per common share, effective for the dividend paid on July 15, 2026 to shareholders of record at the close of business on June 30, 2026.

      On May 11, 2026, Headwater announced that it received TSX approval for the renewal of its normal course issuer bid ("NCIB"). The renewed NCIB allows Headwater to purchase for cancellation up to 22,287,602 common shares during the one-year period commencing on May 13, 2026. During the three and six months ended June 30, 2026, Headwater did not purchase any common shares under its NCIB.

      The Company's strategy is designed to maintain a flexible capital structure consistent with the objectives as stated above and to respond to changes in economic conditions and the risk characteristics of the underlying crude oil and natural gas assets. Key indicators of changing economic conditions include adjusted working capital and adjusted funds flow from operations. Headwater considers its capital structure to include shareholders' equity and working capital. In order to maintain or adjust its capital structure, the Company may from time to time issue new common shares, seek debt financing, change its future return of capital policy and adjust its capital spending to manage working capital.

      In order to facilitate the management of its capital expenditures and working capital, the Company prepares annual budgets which are updated quarterly depending upon varying factors including current and forecast crude oil and natural gas prices, capital expenditures and general industry conditions. The annual and updated budgets are approved by the Board of Directors.

      1. Adjusted working capital

        Management considers adjusted working capital to be a key measure to assess the Company's liquidity and capital management.

        As at June 30, 2026

        As at December 31, 2025

        $

        $

        Working capital

        10,199

        29,951

        Repayable contribution

        -

        (7,202)

        Financial derivative receivable

        (1,397)

        (393)

        Financial derivative liability

        216

        1,225

        Adjusted working capital

        9,018

        23,581

      2. Adjusted funds flow from operations

    Management considers adjusted funds flow from operations to be a key measure to assess the Company's management of capital. Adjusted funds flow from operations is an indicator as to whether adjustments are necessary to the level of capital expenditures. For example, in periods where adjusted funds flow from operations is negatively impacted by reduced commodity pricing, capital expenditures may need to be reduced or curtailed to preserve the Company's capital structure and return of capital policy. Management believes that by excluding the impact of changes in non-cash working capital and restricted cash and adjusting for current income taxes in the period, adjusted funds flow from operations provides a useful measure of Headwater's ability to generate the funds necessary to manage the capital needs of the Company. In addition to being a capital management

    measure, adjusted funds flow from operations is used by management to assess the Company's financial performance.

    Three months ended

    June 30,

    Six months ended

    June 30,

    2026

    2025

    2026

    2025

    $

    $

    $

    $

    Cash flows provided by operating activities

    134,566

    68,673

    174,635

    138,608

    Changes in non-cash working capital

    (13,331)

    4,122

    40,353

    11,010

    Current income taxes

    (13,541)

    (9,683)

    (21,080)

    (20,453)

    Income taxes paid

    10,055

    9,106

    21,200

    35,412

    Restricted cash

    -

    2,000

    -

    2,000

    Adjusted funds flow from operations

    117,749

    74,218

    215,108

    166,577

    Adjusted working capital and adjusted funds flow from operations are not standardized measures and, therefore, may not be comparable with the calculation of similar measures of other entities.

  13. SUBSEQUENT EVENTS
  1. Dividend

    Subsequent to June 30, 2026, the Company declared a cash dividend of $0.12 per common share. The dividend will be paid on October 15, 2026, to shareholders of record at the close of business on September 30, 2026.

  2. Financial derivative commodity contract

Subsequent to June 30, 2026, Headwater entered into the following commodity contract:

Commodity

Index

Type

Term

Daily Volume

Contract Price

Natural Gas

AGT

Fixed

Dec 2026 - Jan 2027

1,000 mmbtu

Cdn$25.00/mmbtu

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