Full Year and Q4 Results

Edge Resources Inc. Announces Full Year and Q4 Results

Edge Resources Inc. ("Edge" or the "Company"), is pleased to announce its audited results for the 12 month period ended 31 March 2015 and the three month period ended 31 March 2015 ("Q4"), highlights of which are set out below.

For the year ended March 31, 2015:

· Reflecting the lack of first year decline rates typical in CHOPS (Cold Heavy Oil Production with Sand) wells, sales volumes for the year remained steady at 565 boe/d compared to 555 boe/d in the prior year, as increased oil production volumes were offset with decreased natural gas volumes.

· Major capital activity included the installation of natural gas and water handling infrastructure in Eye Hill, which resulted in major water handling cost savings - a decrease from $3.34/bbl of water to approximately $0.15/bbl of water.

· Due to continued low commodity prices the Company recorded an impairment loss (included as additional depletion expense) for its non-core Willesden Green natural gas cash generating unit of $11.2 million.

o Despite the impairment, the Company decommissioned the rented natural gas compressor in November 2014, which reduced operating costs, and the property is currently producing and profitably generating cash.

· The Company changed its bank lender during the year, resulting in a more stable and economically enhanced lending situation.

For the three months ended March 31, 2015:

· Sales volumes were 612 boe/d compared to 569 boe/d in the third quarter of fiscal 2015 and 618 boe/d in the fourth quarter of fiscal 2014; the increase from the prior quarter is due primarily to the lack of first year decline rate from CHOPS wells and added gas volumes being sold on completion of the natural gas infrastructure in Eye Hill.

· The Company completed installation of a natural gas and water handling facility in Eye Hill part way through the quarter, at the end of January 2015. As a result, oil operating costs for the quarter dropped 47% compared to the same quarter ended March 2014, from $22.50/bbl to $11.98/bbl.

· Average annual natural gas prices dropped from $4.05/mcf as of March 2014 to $2.88 as of March 2015. Reflecting this 30% decrease in natural gas prices, the Company recorded an impairment loss this quarter for its non-core Willesden Green property of $6.8 million ($4.4 million was recorded in the previous quarter for a total of $11.2 million for the year).

Brad Nichol, President and CEO of Edge, commented, "The management and board of Edge are very pleased with our year-end and Q1 accomplishments - especially in light of the oil and gas market dynamics at play in the past year. Most noteworthy to me is the water disposal facility in Eye Hill. While it was only operational for about 60 days of the 90-day quarter, we saw a major decrease in operating costs per barrel and a year-on-year quarterly operating cost savings of almost $170,000. Extrapolation of that $170,000 over 60 operational days would mean $2,800 of daily savings." Nichol added, "I am of course very pleased with the production profile that CHOPS production gives us. We didn't drill a well during the year but our average annual production actually increased. A small amount of this increase was from the additional gas our new Eye Hill facility was able to capture and sell, but we also saw some nice oil production increases during the year from CHOPS wells. As with all challenging markets, opportunities exist for nimble and aggressive companies that embrace these changes. Edge is one of those companies and we hope to provide updates on that front in the near future."

SUMMARY OF QUARTERLY AND YEAR-TO-DATE RESULTS:

* relates to expenditures on property and equipment, acquisitions and exploration and evaluation assets

Detailed operating and financial results are presented in Edge's financial statements and related Management Discussion & Analysis ("MD&A"), which can be accessed on the Company's website (www.edgeres.com) and on SEDAR (www.sedar.com).

For more information, visit the company website: www.edgeres.com or contact:

Brad Nichol, President and CEO Phone: +1 403 767 9905

Sanlam Securities UK Limited (Joint Broker and NOMAD) Phone: +44 20 7628 2200

Simon Clements / James Thomas / Max Bascombe

SP Angel Corporate Finance LLP (Joint Broker) Phone: +44 20 3463 2260

John MacKay / Richard Hail

About Edge Resources Inc.

Edge Resources is focused on developing a balanced portfolio of oil and natural gas assets from properties in Alberta and Saskatchewan, Canada. Management has consistently focused on:

1. Shallow, vertical, conventional programs with reduced capital, operational and geological risks

2. Very high or 100% working interests and fully operated assets

3. Pools and horizons with exceptionally high reserves in place

The management team's very high drilling success rate is based on the safe, efficient deployment of capital and a proven ability to efficiently execute in shallow formations, which gives Edge Resources a sustainable, low-cost, competitive advantage.

Edge Resources Inc.

Balance Sheets

(amounts in Canadian dollars)

Statements of Loss and Comprehensive Loss

(amounts in Canadian dollars)

Statements of Changes in Shareholders' Equity

(amounts in Canadian dollars)

Statements of Cash Flows

(amounts in Canadian dollars)

Certain non-cash transactions have been excluded from the statements of cash flows.

Edge Resources Inc.

Notes to the Financial Statements

As at and for the Years ended March 31, 2015 and 2014

(amounts in Canadian dollars)

1. General business description

These financial statements have been prepared on a going concern basis which presumes that the Company will be able to discharge its obligations and realize its assets in the normal course of business. The Company had a loss and comprehensive loss of $11.5 million for the year ended March 31, 2015. As at March 31, 2015, the Company had a working capital deficiency of $7.7 million (March 31, 2014 - $6.9 million) that includes $6.4 million (March 31, 2014 - $5.7 million) in bank debt (excluding derivative assets/liabilities if any).

The Company has a revolving credit facility with a $17.0 million limit, and as of March 31, 2015, there was $10.6 million available for use. However, given the amount available for use under the facility is also limited by the "senior debt to cash flow" ratio, the actual limit will vary on a period by period basis. The calculations of the applicable ratios as of March 31, 2015 are presented in note 20. Management actively forecasts applicable cash flows and will conduct an appropriate capital program based on estimated future credit facility availability. Management believes with its current credit facility and positive expected operating cash flows in the near future given the recent increase in world oil prices that the Company will generate sufficient cash flows to meet its foreseeable obligations in the normal course of operations. Management has significantly delayed the Company's capital programs until the pricing environment further improves and has and continues to work on strategies to reduce general and administrative and operating costs subsequent to March 31, 2015.

Management has been and continues to be active in seeking alternative sources of funding to help accelerate its planned capital expenditure program, and to ultimately reduce its total debt. The Company cannot provide any assurance that sufficient cash flows will be generated from operating activities to reduce its working capital deficiency and to carry out its planned capital expenditure program.

The above-noted factors describe matters and conditions that indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to attain profitable operations, generate sufficient funds to continue its exploration and development activities, to repay its debts as they come due, and continue to obtain sufficient capital from investors or other sources of financing to meet its current and future obligations.

Management considers the Company is a going concern and has prepared the financial statements on a going concern basis.

2. Accounts receivable

3. Exploration and evaluation assets

Exploration and evaluation assets include undeveloped lands and projects that management has not fully evaluated for technical feasibility and commercial viability. Capital expenditures represent the Company's share of costs incurred on exploration and evaluation assets during the year. Transfers to property, plant and equipment represent successful drilling and related land costs to which technical feasibility and commercial viability are determined to exist.

During the year ended March 31, 2015, the Company expensed $Nil (2014 - $13,556) previously capitalized as exploration and evaluation assets related to certain surrendered natural gas lands.

4. Property, plant and equipment

(a) Disposition - asset swap

On May 15, 2013, the Company completed an asset swap transaction with an unrelated third party such that $200,000 of oil and natural gas interests were swapped for $200,000 of undeveloped lands. The carrying amount of the oil and natural gas interests was $15,000, including a decommissioning provision of $40,000, resulting in a gain on sale of $185,000 for the year ended March 31, 2014.

(b) Impairment

The Company assesses many factors when determining if an impairment test should be performed. At December 31, 2014 and March 31, 2015, the Company determined that impairment indicators existed for the Company's CGUs (Cash Generating Units). In performing the review, management determined that the recent decline in commodity pricing and the impact these price declines have on the economic performance of the Company's CGUs justified calculation of the recoverable amounts of all CGUs.

Impairment tests were carried out at March 31, 2015 and 2014 and December 31, 2014. The recoverable amounts of the specific CGUs were estimated at the fair value less costs of disposal based on the net present value of the before tax future net cash flows from oil and natural gas proved and probable reserves using forecast prices and costs estimated by the Company's external reserve evaluators as at March 31, 2015 and 2014 and internal management estimates at December 31, 2014. The future net cash flows for all impairment test calculations performed were discounted at a rate of 10% to 20% per annum in 2015 (2014 - $10% to 20%). The recoverable amounts of the Company's CGUs were determined based on fair value less costs of disposal. Key assumptions in the determination of cash flow from reserves include crude oil and natural gas prices and the discount rate. The fair value less costs of disposal values used to determine the recoverable amounts of property, plant and equipment are classified as Level 3 fair value measurements as they are not based on observable market data.

(i) Impairment losses - 2015

For the year ended March 31, 2015, an impairment loss of $11,200,000 was recognized related to the Willesden Green CGU and has been included in depletion and depreciation expense in the statement of loss.

Due to continued weak commodity prices during the period from March 31, 2014 to December 31, 2014, the Company performed an impairment test at December 31, 2014 which resulted in recording an impairment loss of $4,400,000 based on an estimated recoverable value of $8,100,000 for the Willesden Green CGU. The impairment was a result of a change to the future cash flow estimates due to a significant decline in the forecast commodity prices at December 31, 2014 compared to March 31, 2014.

The Company recorded an additional impairment loss related to the Willesden Green CGU of $6,800,000 as a result of a change to proved and probable reserve estimates and related cash flows as determined by the Company's external reserve evaluators, as well as a further decline in the forecast natural gas prices at March 31, 2015 compared to December 31, 2014. The recoverable amount of the Company's CGUs for Willesden Green at March 31, 2015 was $1.1 million.

A 1.0% increase in the assumed discount rate over the life of the reserves independently would increase the total impairment loss by $0.2 million for the year ended March 31, 2015.

The following represent the forecast prices used to determine fair values in the March 31, 2015 impairment test:

(1) The benchmark prices listed above are adjusted for quality differentials, heat content, distance to market and other factors in performing the impairment test.

(2) Percentage change represents the change in each year after 2024 to the end of the reserve life.

The following represents the forecast prices used to determine fair value in the December 31, 2014 impairment test:

(1) The benchmark prices listed above are adjusted for quality differentials, heat content, distance to market and other factors in performing the impairment test.

(2) Percentage change represents the change in each year after 2024 to the end of the reserve life.

(ii) There was no impairment loss recognized for the year ended March 31, 2014.

5. Bank debt

In July 2014, the Company replaced its bank debt lender with another Canadian chartered bank. In conjunction with this replacement, the previous bank debt lender was repaid in full and those lending facilities cancelled.

As at March 31, 2015, the Company had lending facilities with a Canadian chartered bank, consisting of a $17 million revolving demand operating credit facility of which $6.4 million was drawn ($0.1 million on the prime-based facility and $6.3 million drawn under guaranteed notes). The revolving facility is a borrowing base facility that is determined based on, among other things, the Company's current reserve report, the results of operations, current and forecasted commodity prices and the current economic environment. The revolving credit facility contains standard commercial covenants for facilities of this nature. The Company also has available a risk management facility which allows the Company to conduct certain financial risk management options. The interest rate on the facility is bank prime plus 1.75% per annum. Guaranteed notes are subject to a 2.75% acceptance fee plus an applicable market interest rate. The facilities are secured by a general security agreement covering all assets of the Company including a subordination agreement with the lender in note 9, and repayments are interest only, subject to the bank's right of demand. The revolving credit facility provides that advances may be made by way of direct advances, guaranteed notes, or standby letters of credit/guarantee.

The revolving facility has the following financial covenant requirements (calculations are presented in note 20):

· The working capital ratio must be maintained above 1.0 to 1. The working capital ratio is defined as current assets (excluding derivative assets if any) plus the undrawn availability of the revolving facility to current liabilities (excluding the current portion of bank debt and derivative liabilities if any).

· The senior debt to cash flow ratio must not exceed 3.0 to 1. The senior debt to cash flow ratio is defined as the amount drawn under the bank facility to net income for the trailing one year period from the balance sheet date adjusted for non-cash items, and less dividends declared and repayments of shareholder loans.

As per note 20, both of the above financial covenants were met at March 31, 2015.

In addition, the Company may not enter into any risk management agreements with a term greater than two years or for a volume greater than 60% of its forecasted production from proved producing reserves.

The facilities may be reviewed at any time; however the next review date is scheduled for July 31, 2015.

6. Loans payable

As at March 31, 2015, the Company has a loan payable with a principal amount of $8 million, which bears interest at 10% per annum, is secured against all the assets of the Company as a second charge to the Company's lending facility (note 8), and is due January 31, 2017. Any interest and principal repayments for this loan are subject to the bank's prior approval. The loan payable is due to a company that is also a shareholder of the Company, and is repayable early at any time without penalty.

On August 29, 2013, the terms of the loan payable were amended, such that the previous principal amounts owing of $7,000,000 (due January 2014) and $1,000,000 (due January 2013), were consolidated into a total balance owing of $8,000,000 bearing simple interest at 10% per annum, with a due date of January 31, 2017. Under the terms of the new agreement, accrued interest is also due and payable January 31, 2017. The due date for interest owing on the previous loan amount was also extended to January 31, 2017. There were no fees associated with the amendment.

The following table summarizes changes in the loans payable:

7. Share capital

(a) Authorized

Unlimited number of voting common shares without par value

Unlimited number of preferred shares issuable in series

(b) Issued and outstanding

(1) Exercised when the Company's common shares were trading at $0.26 per share.

(c) Financings

Fiscal 2014

In November 2013, the Company closed a private placement whereby 35,000,006 common shares were issued at a price of approximately $0.10 per share (Great British Pound ("GBP") £0.06 per share), for gross cash proceeds of $3.6 million ($3.4 million net of finder's fees and other issuance costs).

8. Availability of Reports & Accounts

Copies of the Report and Accounts will be posted to shareholders shortly, will be available from the Company's registered office Elveden House, Suite 1400, 717-7th Avenue SW, Calgary, Alberta T2P 0Z3 and will be available from the Company's website www.edgeres.com .

In addition to the Report and Accounts, the Management's Discussion and Analysis for the year ended March 31, 2015 is also available on the Company's website www.edgeres.com .