Spartan Delta Corp. — Capital/Financing Update 2021

Feb 17, 2021

February 16, 2021

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SPARTAN DELTA CORP.

PROSPECTUS OFFERING OF SUBSCRIPTION RECEIPTS

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces of Canada, other than the province of Quebec. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities.

There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

This document does not provide full dform prospectus, final short form prooffered, before making an investment	This document does not provide full dform prospectus, final short form prooffered, before making an investment	isclosure of all material facts relating to the securities offered. Investors should read the preliminary shortspectus and any amendment, for disclosure of those facts, especially risk factors relating to the securitiesdecision.	isclosure of all material facts relating to the securities offered. Investors should read the preliminary shortspectus and any amendment, for disclosure of those facts, especially risk factors relating to the securitiesdecision.	isclosure of all material facts relating to the securities offered. Investors should read the preliminary shortspectus and any amendment, for disclosure of those facts, especially risk factors relating to the securitiesdecision.
ISSUER: PROSPECTUSOFFERING: f		Spartan Delta Corp. ("Spartan" or the "Company")11,250,000 Subscription Receipts ("Subscription Receipts") of the Company to be issuedrom treasury pursuant to the short form prospectus provisions and requirements underNational Instrument 44-101 (the "Prospectus Offering").
	ISSUER: PROSPECTUSOFFERING: f	Spartan Delta Corp. ("Spartan" or the "Company")11,250,000 Subscription Receipts ("Subscription Receipts") of the Company to be issuedrom treasury pursuant to the short form prospectus provisions and requirements underNational Instrument 44-101 (the "Prospectus Offering").
		" "
	OFFERINGPRICE: **GROSSPROCEEDS: ** **OVER-ALLOTMENTOPTION: **	4.00 per Subscription Receipt. (the Issue Price).$45.0 million.
		There will be no over-allotment on the upsized offering.
	**NON-BROKEREDOFFERING: **	Concurrent with the Prospectus Offering, the Company will complete a non-brokeredprivate placement offering of common shares of the Company ("Common Shares") at aprice of $4.00 per Common Share and Common Shares to be issued on a ‘CDE’ flowthrough basis at a price of $4.92 per common share for total gross proceeds of $75.6million (the “Non-Brokered Offering”, and collectively with the Prospectus Offering, the
	"Offering"). The closing of the Prospectus Offering is conditional upon closing of the Non-Brokered Offering. '
	**USE OFPROCEEDS: ** i **ACQUISITIONS: **	he net proceeds from the Prospectus Offering will be used to reduce Spartansndebtedness under its syndicated credit facilities, with the balance currently anticipatedto be used to fund Spartan's drilling and capital spending program, for future acquisitions
		and for general working capital purposes.The Company has entered into a definitive agreement (the "Inception Agreement") to
		acquire Inception Exploration Ltd. (the "Inception Acquisition"), and has entered intodefinitive agreements to acquire certain additional agreements to acquire oil and naturalgas assets located in the Alberta Montney and West Central Alberta for a combination ofcash, equity consideration and promissory note for a total purchase price of $147.9million (collectively the "Acquisitions") The Inception Acquisition is expected to close
	, .on or about March 18, 2021 and the other Acquisitions are expected to close on or aboutMarch 1, 2021 and March 18, 2021.**SUBSCRIPTIONRECEIPTS: **Each Subscription Receipt will entitle the holder thereof to receive, without payment of
	anyCoIf:MaNo		additional consideration, one Common Share upon satisfaction of the Releasenditions (as defined below) to the Escrow Agent (defined below).i) the Release Conditions are not satisfied on or before 5:00 m (Calar time) on
			p.. gyy 31, 2021; (ii) the Inception Agreement or definitive agreements in respect of the-Brokered Offerin are terminated at an earlier time or (iii) the Coman has
advtoearreipribet	advtoearreipribet		g y ; pyised National Bank Financial Inc. or announced to the public that it does not intendproceed with the Inception Acquisition or Non-Brokered Offering (in each case, theliest of such dates being the "Termination Date"), the Escrowed Funds will bembursed pro rata to the holders of Subscription Receipts at the original subscriptionce, together with their pro rata portion of interest or other income earned thereonween the Closing Date and the Termination Date.

February 16, 2021

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ESCROW CONDITIONS:

The gross proceeds of the Prospectus Offering (the “Escrowed Funds”) will be held by a Canadian trust company or other escrow agent acceptable to the Company and National Bank Financial Inc. and which is also deemed an Acceptable Institution under the guidelines of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund (the "Escrow Agent") and invested in short-term obligations of, or guaranteed by, the Government of Canada (and other approved investments) until the earlier of: (i) the satisfaction of the Release Conditions; and (ii) the Termination Date.

Provided that the Release Conditions are satisfied on or before the Termination Date, the Escrowed Funds (and accrued interest thereon), less the remaining 50% of the Underwriters’ commission in connection with the Prospectus Offering which will be released to National Bank Financial Inc. on behalf of the Underwriters, will be released to the Company upon receipt of a notice by the Escrow Agent from National Bank Financial Inc. and the Company that the Release Conditions (as defined herein) have been satisfied.

"Release Conditions" means (i) the Inception Acquisition is completed (in accordance with the Inception Agreement and without material waiver or amendment thereof, in whole or in part, by any of the parties thereto, it being understood that the Company shall obtain the consent of National Bank Financial Inc., on behalf of the Underwriters, for any amendment or waiver of a material nature) and (ii) the Non-Brokered Offering is completed.

ISSUE TYPE:

The Prospectus Offering is a bought treasury offering of Subscription Receipts to be completed by way of short form prospectus, qualifying the Subscription Receipts for distribution in all provinces of Canada except Quebec.

The Subscription Receipts may also be placed privately in the United States to Qualified Institutional Buyers (as defined under Rule 144A under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) pursuant to an exemption under Rule 144A, and may be distributed outside Canada and the United States on a basis which does not require the qualification or registration of any of the Company’s securities under domestic or foreign securities laws.

LISTING:

SOLE BOOKRUNNER:

ELIGIBILITY:

COMMISSION:

CLOSING DATE:

The Company will apply to list the Subscription Receipts and the Common Shares issuable pursuant to the Subscription Receipts on the TSX Venture Exchange ("TSX-V"). Listing will be subject to the Company fulfilling all of the listing requirements of the TSX-V.

National Bank Financial Inc.

Eligible for RRSPs, RRIFs, RDSPs, RESPs, TFSAs and DPSPs.

4.0% of the gross proceeds from the sale of the Subscription Receipts of which 50% will be payable on the Closing Date from the Company's general funds and the remaining 50%, along with any accrued interest thereon, will be payable upon the satisfaction of the Release Conditions.

The Prospectus Offering will close on or before March 8, 2021 or such other date as agreed to by the Underwriters and the Company and National Bank Financial Inc.