Coelacanth Energy Inc. — M&A Activity 2023

Oct 11, 2023

AMENDING AGREEMENT

THIS AMENDING AGREEMENT is made as of April 25, 2022.

AMONG:

VERMILION ENERGY INC. , a corporation subsisting under the laws of the Province of Alberta (the “ Parent ”)

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LEUCROTTA EXPLORATION INC. , a corporation subsisting under the laws of the Province of Alberta (the “ Company ”)

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COELACANTH ENERGY INC. , a corporation subsisting under the laws of the Province of Alberta (the “ ExploreCo ”)

WHEREAS the Parent, the Company and ExploreCo entered into an arrangement agreement (the “ Arrangement Agreement ”) dated March 28, 2022 which contemplates that the Parent, through the Purchaser, will acquire all of the issued and outstanding common shares of the Company by way of an arrangement under section 193 of the Business Corporations Act (Alberta);

AND WHEREAS the Plan of Arrangement is set forth as Schedule “A” to the Arrangement Agreement;

AND WHEREAS Section 8.1 of the Arrangement Agreement and Section 7.1 of the Plan of Arrangement allow the Parties, inter alios , to amend the Plan of Arrangement, at any time and from time to time, in accordance with the terms and conditions set forth therein;

AND WHEREAS the Parties wish to amend the Plan of Arrangement.

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the foregoing and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. All capitalized terms used but not otherwise defined in this Amending Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.

2. The Plan of Arrangement is hereby amended as follows:

   • (a) By deleting Section 3.1(o) in its entirety and replacing it with the following:

     • (i) The Parent shall subscribe for 53,303,668 ExploreCo Common Shares (representing 12.5% of the outstanding ExploreCo Common Shares on a fully-diluted basis) in consideration for $14,391,990 of cash.

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1. Except for the foregoing amendment, the Parties acknowledge and confirm that the Arrangement Agreement shall remain in full force and effect, unamended and without novation, and, upon the execution of this Amending Agreement, the Arrangement Agreement and this Amending Agreement shall be deemed to constitute the entire Arrangement Agreement.

2. The Parties hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other document as may be necessary and advisable to give effect to the foregoing.

3. This Amending Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. This Amending Agreement shall be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein.

4. This Amending Agreement may be executed in one or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Transmission by e-mail or facsimile of an executed counterpart of this Amending Agreement shall be deemed to constitute due and sufficient delivery of such counterpart, provided that the party so delivering such counterpart shall, promptly after such delivery, deliver the original of such counterpart of the Amending Agreement to the other parties hereto.

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IN WITNESS WHEREOF the Parties have executed this Amending Agreement as of the date first above written.

VERMILION ENERGY INC.

By: /s/ " Jenson Tan " Name: Jenson Tan Title: VP Business Development

LEUCROTTA EXPLORATION INC.

By: /s/ " Nolan Chicoine " Name: Nolan Chicoine Title: VP, Finance and CFO

COELACANTH ENERGY INC.

By: /s/ " Nolan Chicoine " Name: Nolan Chicoine Title: VP, Finance and CFO

Acknowledged and agreed to as of the date first written above in accordance with section 7.1(1) of the Plan of Arrangement:

2425566 ALBERTA LTD.

By: /s/ " Jenson Tan " Name: Jenson Tan Title: Director