Rubellite Energy Inc. Announces Closing of Previously Announced Non-brokered Private Placement Offering of Flow-through Common Shares

Calgary, Alberta – March 28, 2023 (TSX:RBY) – Rubellite Energy Inc. (“Rubellite”, or the “Corporation”) is pleased to announce it has closed its previously announced non-brokered private placement offering of common shares (“Flow-Through Shares”) issued on a “flow through” basis (the “Offering”). Pursuant to the Offering, the Corporation issued the maximum 7.0 million Flow-Through Shares at an issue price of $2.85 per Flow-Through Share, for gross proceeds of approximately $20.0 million. Certain directors and officers of the Corporation participated in the Offering and subscribed for $13.3 million of Flow -Through Shares increasing the Corporation’s insider ownership from 34.1% of the Corporation’s outstanding common shares prior to the Offering to 37.8% after the Offering.

The gross proceeds of the Offering will be used to incur eligible “Canadian Development Expenses” as such term is defined in the Income Tax Act (Canada) (the “Qualifying Expenditures”) related to the Corporation’s activities, primarily at Figure Lake, on or before December 31, 2023, and to renounce all the Qualifying Expenditures in favour of the subscribers of the Flow-Through Shares effective on or before December 31, 2023.

The Flow-Through Shares were issued by way of private placement pursuant to applicable exemptions from prospectus requirements in each of the provinces of Canada and are subject to a four month statutory hold period. The Offering is subject to the final approval of the Toronto Stock Exchange.

Peters & Co. Limited acted as financial advisor to the Corporation with respect to the Offering.

No securities regulatory authority has approved or disapproved of the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) except pursuant to an available exemption under the 1933 Act and compliance with, or exemption from, applicable U.S. state securities laws.

Participation by insiders of the Corporation in the Offering constituted a related party transaction as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Corporation has relied on exemptions from the formal valuation and minority shareholder requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value of the Flow-Through Shares issued under the Offering nor the consideration paid by insiders of the Corporation exceeded 25% of the Corporation’s market capitalization. Further details will be provided in the Corporation’s material change report to be filed on SEDAR.

ADDITIONAL INFORMATION

About Rubellite

Rubellite is a Canadian energy company engaged in the exploration, development and production of heavy crude oil from the Clearwater formation in Eastern Alberta, utilizing multi-lateral drilling technology. Rubellite has a pure play Clearwater asset base and is pursuing a robust organic growth plan focused on superior corporate returns and funds flow generation while maintaining a conservative capital structure and prioritizing environmental, social and governance (“ESG”) excellence. Additional information on Rubellite can be accessed at the Corporation’s website at www.rubelliteenergy.com and on SEDAR at www.sedar.com.

The Toronto Stock Exchange has neither approved nor disapproved the information contained herein.

For additional information please contact:

Rubellite Energy Inc.

Suite 3200, 605 – 5 Avenue SW Calgary, Alberta, Canada T2P 3H5

Telephone: 403 269-4400 Fax: 403 269-4444 Email: info@rubelliteenergy.com

Susan L. Riddell
President and Chief Executive Officer

Rose Ryan A. Shay
Vice President Finance and Chief Financial Officer

NT4