Tuktu Resources Ltd. — Capital/Financing Update 2024

Jun 12, 2024

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

Tuktu Resources Ltd. (“ Tuktu ” or the “ Company ”) 501, 888 - 4th Avenue S.W. Calgary, Alberta T2P 0V2

2. Date of Material Change

April 17, 2024, and May 28, 2024

3. News Release

The Company issued press releases on April 17, 2024 and May 28, 2024, which were disseminated through a recognized newswire service and subsequently filed on SEDAR+ under the Company's corporate profile at www.sedarplus.ca.

4. Summary of Material Change

On April 17, 2024, the Company announced: (a) a brokered private placement of up to 40,000,000 units of the Company (the " Units ") at a price of $0.05 per Unit for gross proceeds of up to $2,000,000 (the " Offering "); and (b) the execution of an exclusive binding letter of intent (the " LOI ") with an arm’s length private company to farm-in on certain undeveloped rights in the Southern Alberta deep basin (the " Farm-In ").

On May 28, 2024, the Company announced: (a) the closing of the Offering for aggregate gross proceeds of approximately $1.35 million from the issuance of 26,950,000 Units; and (b) the closing of the acquisition of certain southern Alberta oil assets (the " Assets ") owned and operated by an arm's length public company, as previously announced in press releases on October 18, 2023 and December 29, 2023.

5. Full Description of Material Change

5.1 Full Description of Material Change

The Offering

On April 17, 2024, the Company announced the Offering of up to 40,000,000 Units for aggregate gross proceeds of up to $2.0 million. On May 28, 2024, the Company announced the closing of the Offering for 26,950,000 Units for aggregate gross proceeds of $1.35 million. The Offering was conducted by Canaccord Genuity Corp as the sole agent and sole bookrunner (the " Agent "). In consideration for its services, the Company paid the Agent a commission, of which a portion was paid in cash in an aggregate amount equal to $142,700, and a portion of which was paid through the issuance of 1,000,000 Units, 1,854,000 broker warrants (the " Broker Warrants "), each Broker Warrant entitling the Agent to purchase one Unit at an exercise price equal to $0.05 for a period of 36 months ending May 28, 2027.

Each Unit issued under the Offering is comprised of one common share in the capital of the Company (each, a " Common Share ") and one Common Share purchase warrant (each, a " Warrant ") with each Warrant entitling the holder to purchase one Common Share at a price of $0.075 for a 36-month term ending May 28, 2027.

Placement will be used for working capital purposes and to fund development projects including well recompletions and workovers.

The Farm-In

On April 17, 2024, the Company announced the execution of the LOI in respect of the Farm-In. Pursuant to the Farm-In, the Company will participate in the recompletion of a test well, paying 100% of the costs to earn an 80% working interest (" Promote Terms ") in the operation, thereby earning 3

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sections of land. The Farm-In will also provide the Company with an option to further stimulate the test well, subject to the same Promote Terms to earn an additional 3 sections of land. If so elected, the operation will commence within 90 days of the Company fulfilling its initial test well obligations. After fulfilling its initial test well (or elective) obligation, the Company may continue to earn on a rolling option basis and continue to earn 3 (or 6) sections of lands for each development (or exploratory) well drilled, subject to the same Promote Terms. Each option well is anticipated to be drilled approximately 180 days from the preceding well. If all contemplated parts of the Farm-In are completed, Tuktu will earn all prospective sections from the private company, and together with the Assets, the Company will have consolidated approximately 27 gross sections. The Farm-In is subject to certain closing conditions including the completion of the acquisition of the Assets, which closed on May 28, 2024, and the execution of a definitive agreement in respect of the Farm-In.

The Assets

On May 28, 2024, the Company announced the closing of the Assets, as previously announced in press releases on October 18, 2023, and December 29, 2023.

5.2 Disclosure for Restructuring Transactions

Not applicable

6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officers

For further information, please contact:

Tim de Freitas

President and Chief Executive Officer T: (403) 478-0141

Mark Smith , CFO and VP Finance T: (403) 613-9661

9. Date of Report

June 11, 2024

Forward-Looking and Cautionary Statements

Certain information contained in the material change report may constitute forward-looking statements and information (collectively, " forward-looking statements ") within the meaning of applicable securities legislation that involve known and unknown risks, assumptions, uncertainties and other factors. Forward-looking statements may be identified by words like "anticipates", "estimates", "expects", "indicates", "intends", "may", "could" "should", "would", "plans", "target", "scheduled", "projects", "outlook", "proposed", "potential", "will", "seek" and similar expressions. Forward-looking statements in this material change report include statements regarding, among other things: the anticipated benefits of the acquisition of the Assets; the Company's anticipated use of the proceeds of the Offering; the execution of a definitive agreement in respect of the Farm-In; Tuktu’s business, strategy, objectives, strengths and focus; and the performance and other characteristics of the Company’s properties and expected results from its assets. Such statements reflect the current views of management of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions that could cause results to differ materially from those expressed in the forward-looking statements.

With respect to forward-looking statements contained in this material change report, the Company has made assumptions regarding, among other things: future pricing; commodity prices; future exchange and interest rates; supply of and demand for commodities; inflation; the availability of capital on satisfactory terms; the availability and price of labour and materials; the impact of increasing competition; conditions in general economic and financial markets; access to capital; the receipt and timing of regulatory, exchange and other required approvals; the ability of the Company to implement its business strategies and complete future acquisitions; the Company's long term business strategy; and effects of regulation by governmental agencies. Factors that could cause actual results to vary from forward-looking statements or may affect the operations, performance, development and results of

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the Company's businesses include, among other things: assumptions concerning operational reliability; risks inherent in the Company's future operations; the Company's ability to generate sufficient cash flow from operations to meet its future obligations; increases in maintenance, operating or financing costs; the realization of the anticipated benefits of future acquisitions, if any; the availability and price of labour, equipment and materials; competitive factors, including competition from third parties in the areas in which the Company intends to operate, pricing pressures and supply and demand in the oil and gas industry; fluctuations in currency and interest rates; inflation; risks of war, hostilities, civil insurrection, pandemics, political and economic instability overseas and its effect on commodity pricing and the oil and gas industry (including ongoing military actions between Russia and Ukraine and the crisis in Israel and Gaza); severe weather conditions and risks related to climate change, such as fire, drought and flooding; terrorist threats; risks associated with technology; changes in laws and regulations, including environmental, regulatory and taxation laws, and the interpretation of such changes to the management team's future business; availability of adequate levels of insurance; difficulty in obtaining necessary regulatory approvals and the maintenance of such approvals; general economic and business conditions and markets; and such other similar risks and uncertainties. The impact of any one assumption, risk, uncertainty or other factor on a forward-looking statement cannot be determined with certainty, as these are interdependent and the Company's future course of action depends on the assessment of all information available at the relevant time. For additional risk factors relating to Tuktu, please refer to the Company’s annual information form and management discussion and analysis for the year ended December 31, 2023, as well as the Company’s discussion and analysis for the period ended March 31, 2023, which are available on the Company’s SEDAR+ profile at www.sedarplus.ca.

The forward-looking statements contained in this material change report are made as of the date hereof and the parties do not undertake any obligation to update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

All dollar figures included herein are presented in Canadian dollars, unless otherwise noted.