Tuktu Resources Ltd.

November 18, 2024

AGENCY AGREEMENT

Tuktu Resources Ltd. 960, 630 – 6th Avenue S.W. Calgary, Alberta T2P 0S8

Attention: Tim De Freitas, President and Chief Executive Officer

Dear Sir:

The undersigned, Canaccord Genuity Corp. (the " Agent "), as sole agent and bookrunner, understands that Tuktu Resources Ltd. (the " Corporation ") proposes to issue and sell up to 111,111,111 units of the Corporation (the " Offered Units ") at a price of $0.09 per Offered Unit (the " Purchase Price ") for aggregate gross proceeds of up to $10,000,000, pursuant to the terms of this agency agreement (this " Agreement ").

Each Offered Unit will consist of: (i) one common share in the capital of the Corporation (" Common Share " or in respect of the Offering (as hereinafter defined), an " Offered Share "); and (ii) one half of one Common Share purchase warrant (each whole warrant, a " Warrant "). Each Warrant shall entitle the holder thereof to purchase one additional Common Share (" Warrant Share " and together with the Offered Units, the Offered Shares and the Warrants, the " Offered Securities ") at an exercise price of $0.13 per Warrant Share, subject to adjustment as more particularly described in the Warrant Indenture (as hereinafter defined), at any time before 5:00 p.m. (Calgary time) on the day that is 24 months following the Closing Date (as hereinafter defined).

In consideration of the services to be rendered by the Agent in connection with the Offering, the Corporation hereby grants the Agent an option (" Over-Allotment Option ") to increase the size of the Offering by up to such number of additional Offered Units (the " Additional Units "), Additional Shares (as defined below) and/or Additional Warrants (as defined below) as is equal to 15% of the number of Offered Units sold under the Offering for additional gross proceeds of up to $1,500,000, to cover over-allotments if any, and for market stabilization purposes. Each Additional Unit will consist of: (i) one Common Share (" Additional Share "); and (ii) one half of one Common Share purchase warrant (each whole warrant, an " Additional Warrant "). Each Additional Warrant shall entitle the holder thereof to purchase one additional Common Share (" Additional Warrant Share " and together with the Additional Units, the Additional Shares and the Additional Warrants, the " Additional Securities ") at an exercise price of $0.13 per Additional Warrant Share, subject to adjustment as more particularly described in the Warrant Indenture at any time before 5:00 p.m. (Calgary time) on the day that is 24 months following the Closing Date. The Over-Allotment Option may be exercised by the Agent in respect of: (a) Additional Units at the Purchase Price; (b) Additional Shares at a price of $0.0855 per Additional Share; (c) Additional Warrants at a price of $0.0090 per Additional Warrant; or (d) any combination of Additional Units, Additional Shares and/or Additional Warrants, provided that, (i) the number of Additional Units does not exceed 16,666,667 Additional Units, (ii) the number of Additional Shares does not exceed 16,666,667 Additional Shares, and (iii) the number of Additional Warrants does not exceed 8,333,333 Additional Warrants. The Over-Allotment Option is exercisable at the Agent's sole option and without obligation, in whole or in part, at any time and from time to time on or before the date that is thirty (30) days following the Closing Date as more particularly described in Section 12 hereof.

Unless the context otherwise requires, all references to the " Offering " in this Agreement shall assume the exercise of the Over-Allotment Option and shall include the offer and sale of the Offered Units and the Additional Securities. Unless the context otherwise requires, all references to " Units " in this Agreement shall assume the exercise of the Over-Allotment Option and shall include the Offered Units and the Additional Offered Units. Unless the context otherwise requires, all references to " Offered Shares ", " Warrants " and " Warrant Shares " shall assume the exercise of the Over-Allotment Option and shall include the Additional Shares, Additional Warrants and Additional Warrant Shares, respectively, issuable pursuant to the Offered Units and the Additional Offered Units. Unless the context otherwise requires, all

references to " Offered Securities " in this Agreement shall assume the exercise of the Over-Allotment Option and shall include the Additional Securities.

The description of the Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Warrants to be set forth in the Warrant Indenture to be entered into between the Warrant Agent (as hereinafter defined) and the Corporation to be dated as of the Closing Date. In case of any inconsistency between the description of the Warrants in this Agreement and the terms of the Warrants as set forth in the Warrant Indenture, the provisions of the Warrant Indenture shall govern. The Units will separate at Closing (as hereinafter defined) into Offered Shares and Warrants.

Upon and subject to the terms and conditions set forth herein, the Corporation hereby appoints the Agent, and the Agent hereby agrees to act, as exclusive agent to the Corporation to arrange for the sale of the Offered Securities, on a marketed best efforts basis, to Purchasers (as hereinafter defined) resident in the Qualifying Provinces (as hereinafter defined) pursuant to the Final Prospectus. The Offered Securities may also be offered and sold in the United States and to, or for the account or benefit of U.S. Persons (as defined herein) on a private placement basis pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D (as defined herein) under the 1933 Act (as defined herein) and similar exemptions under applicable state securities laws to: (i) Qualified Institutional Buyers (as defined below) that are also U.S. Accredited Investors (as defined below); and (ii) U.S. Accredited Investors by the Agent through its U.S. Affiliate, pursuant to and in accordance with United States securities laws and in accordance with Schedule "A" attached hereto, which forms part of this Agreement. The Offered Securities may also be distributed outside of Canada and the United States where they may be lawfully sold on a basis exempt from the prospectus, registration and similar requirements of any such jurisdictions.

The Agent further understands that the Corporation has prepared and filed the Preliminary Prospectus (as hereinafter defined) and prepared for filing the Final Prospectus (as hereinafter defined) with respect to the qualification of the Offered Securities for distribution to the public in each of the Qualifying Provinces and all other necessary documents in order to qualify the Offered Securities for distribution to the public in each of the Qualifying Provinces. It is understood and agreed that the Agent is under no obligation to purchase any of the Offered Securities, although the Agent may subscribe for Offered Securities if it so desires.

It is understood and agreed that the Corporation shall be entitled to offer Units pursuant to the Offering to certain subscribers on a president's list of the Corporation delivered to the Agent concurrent with the execution of this Agreement (the " President's List "); provided, however, that: (i) the Agent and any Selling Firm (as hereinafter defined) shall not be required to conduct a suitability review in respect of sales to Purchasers on the President's List and the Agent may, in its sole discretion, refuse to process any subscription for a Purchaser on the President's List; and (ii) the Corporation acknowledges and agrees that the Purchasers on the President's List do not and will not have any recourse to or any right against the Agent, the Agent does not and will not have any liability whatsoever to the Purchasers on the President's List and the Corporation shall indemnify and save harmless the Agent, any Selling Firm and any Indemnified Party (as hereinafter defined) for and against all Claims (as hereinafter defined) relating to any sales of Units by the Corporation to any Purchaser on the President's List.

In consideration of the services to be rendered by the Agent in connection with the Offering hereunder, the Corporation agrees to pay to the Agent at the Closing Time (as hereinafter defined) a cash commission equal to 6.0% of the gross proceeds of the Offering (excluding aggregate gross proceeds from the President's List up to a maximum of $1.0 million for which the cash fee shall be reduced to 3%) at the Closing Time (the " Agent's Fee "). As additional compensation for the services rendered by the Agent in connection with the Offering, the Corporation shall issue to the Agent broker warrants (the " Broker Warrants ") exercisable to purchase that number of Units (each, a " Broker Unit ") as is equal to 6.0% of the aggregate number of Units issued pursuant to the Offering including any Additional Units, Additional Shares and Additional Warrants (excluding Units purchased by Purchasers on the President's List of up to $1.0 million, for which no Broker Warrants shall be issuable). Each Broker Warrant will entitle the holder thereof to acquire one Broker Unit at the Purchase Price per Broker Unit, subject to adjustment in certain customary events, at any time prior to 5:00 p.m. (Calgary time) on the date which is 24 months from the Closing Date. Each Broker Unit will consist of: (i) one Common Share (" Broker Share "); and (ii) one half of one Common

Share purchase warrant (each whole warrant, a " Broker Unit Warrant "). Each Broker Unit Warrant shall entitle the holder thereof to purchase one additional Common Share (each, a " Broker Warrant Share " and together with the Broker Warrants, the Broker Units, the Broker Shares and the Broker Unit Warrants, the " Broker Securities ") at an exercise price of $0.13 per Broker Warrant Share at any time before 5:00 p.m. (Calgary time) on the day that is 24 months following the Closing Date. At the Closing Time, the Corporation shall execute and deliver to the Agent certificates evidencing the Broker Warrants (the " Broker Warrant Certificates ") to which the Agent is entitled, in the form agreed upon by the Agent and the Corporation.

The terms and conditions relating to the purchase and sale of the Offered Securities are as follows:

1. Definitions and Interpretation

(a) In this Agreement:

" 1933 Act " means the United States Securities Act of 1933 , as amended, and the rules and regulations promulgated thereunder;

" Additional Securities " has the meaning ascribed to such term on the first page of this Agreement;

" Additional Shares " has the meaning ascribed to such term on the first page of this Agreement;

" Additional Units " has the meaning ascribed to such term on the first page of this Agreement;

" Additional Warrants " has the meaning ascribed to such term on the first page of this Agreement;

" Additional Warrant Share " has the meaning ascribed to such term on the first page of this Agreement;

" affiliate " shall have the meaning ascribed thereto in the Business Corporations Act (Alberta);

" Agent " has the meaning ascribed to such term on the first page of this Agreement;

" Agent's Counsel " means DLA Piper (Canada) LLP;

" Agent's Expenses " has the meaning given to the term in Section 12;

" Agent's Fee " has the meaning ascribed to such term on the third page of this Agreement;

" Agreement " means this agency agreement, including all schedules hereto, as it may be amended, restated or supplemented;

" Auditors " means KPMG LLP, the auditors of the Corporation, or such other duly appointed and qualified auditor appointed by the Corporation from time-to-time;

" Broker Securities " has the meaning ascribed to such term on the third page of this Agreement;

" Broker Share " has the meaning ascribed to such term on the second page of this Agreement;

" Broker Unit " has the meaning ascribed to such term on the second page of this Agreement;

" Broker Unit Warrant " has the meaning ascribed to such term on the third page of this Agreement;

" Broker Warrant Certificates " has the meaning ascribed to such term on the third page of this Agreement;

" Broker Warrants " has the meaning ascribed to such term on the second page of this Agreement;

" Broker Warrant Share " has the meaning ascribed to such term on the third page of this Agreement;

" Business " means the business carried on by the Corporation as described in the Final Prospectus, including oil and gas development with producing oil and gas properties in southern Alberta;

" Business Day " means a day, other than a Saturday, a Sunday or a day on which chartered banks are not open for business in Calgary, Alberta;

" Closing " means the completion of the issue and sale by the Corporation of the Units pursuant to this Agreement;

" Closing Date " means the date of Closing;

" Closing Time " means 6:00 a.m. (Calgary time) on the Closing Date, or any other time on the Closing Date as may be agreed to by the Corporation and the Agent, each acting reasonably;

" Common Share " means one common share in the capital of the Corporation as presently constituted;

" Corporation " means Tuktu Resources Ltd. and includes any successor corporation to or of the Corporation;

" Debt Instrument " means any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability, including any convertible debentures issued by the Corporation;

" distribution ", " material change ", " material fact " and " misrepresentation " shall have the respective meanings ascribed thereto in the Securities Act (Alberta);

" Documents Incorporated by Reference " means all financial statements, management information circulars, annual information forms, material change reports, Marketing Materials, business acquisition reports or other documents issued by the Corporation, whether before or after the date of this Agreement, that are required by Applicable Securities Laws to be incorporated by reference into the Final Prospectus;

" Due Diligence Sessions " has the meaning given to the term in Section 8(s);

" Engagement Letter " means the letter agreement dated as of October 25, 2024 between the Corporation and the Agent relating to the Offering;

" Environmental Laws " means all applicable federal, provincial, state, local, municipal or foreign statute, law, rule, regulation, ordinance, code, legally binding policy or rule of common law or civil law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, occupational health and safety, product safety or liability, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of Hazardous Materials or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials;

" Exempt Plans " means trusts governed by registered retirement savings plans, registered retirement income funds, registered disability savings plans, deferred profit sharing plans, registered education savings plans and tax-free savings accounts, each as defined in the Income Tax Act (Canada);

" Final Prospectus " means the (final) short form prospectus, including all of the Documents Incorporated by Reference, prepared by the Corporation and qualifying the distribution of the Offered Securities and the Broker Securities in the Qualifying Provinces;

" Financial Statements " has the meaning given to the term in Section 7(s);

" Governmental Body " means any federal, provincial, state, municipal, county or regional governmental or quasi-governmental authority, domestic or foreign, and includes any ministry, department, court, tribunal, arbitral body, commission, bureau, board, administrative or other agency or regulatory body or instrumentality thereof, any quasigovernmental body or private body exercising regulatory, expropriation or taxing authority under or for the account, if any, of the foregoing and any self-regulatory authority and, for greater certainty, includes the Securities Commissions and the TSX-V;

" Hazardous Materials " means chemicals, pollutants, contaminants, asbestos, wastes, toxic substances, hazardous substances, petroleum or petroleum products defined in or regulated pursuant to Environmental Laws;

" IFRS " means International Financial Reporting Standards;

" including " means including, without limitation;

" Intellectual Property " means all trade or brand names, business names, trademarks, service marks, copyrights, patents, patent rights, licenses, industrial designs, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential information, systems or procedures), computer software, inventions, designs and other industrial or intellectual property of any nature whatsoever;

" Interests " has the meaning given to the term in Section 7(vv);

" Laws " means any and all applicable: (i) laws, constitutions, treaties, statutes, codes, ordinances, orders, decrees, rules, regulations and by-laws; (ii) judgments, orders, writs, injunctions, decisions, awards and directives of any Governmental Body; and (iii) to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Body;

" Liens " means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise), including any mortgage, lien, charge, pledge or security

interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other right or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or the right to use or occupy such property or assets;

" Marketing Materials " has the meaning ascribed thereto in NI 41-101;

" Material Adverse Change " means any change (including a decision to implement such a change made by the board of directors or by senior management who believe that confirmation of the decision of the board of directors is probable), event, violation, inaccuracy, circumstance, development or effect that is materially adverse to the business, assets (including intangible assets), capitalization, liabilities (contingent or otherwise), condition (financial or otherwise), prospects or results of operations of the Corporation whether or not arising in the ordinary course of business;

" Material Contract " means any Debt Instrument, indenture, contract, commitment, agreement (written or oral), instrument, lease, joint operating agreement, option, joint venture agreement or other document, including license agreements and agreements relating to intellectual property, to which the Corporation is a party or by which it is bound and which is material to the operation of the Business;

" Money Laundering Laws " has the meaning given to the term in Section 7(bbb);

" NI 41-101 " means National Instrument 41-101 — General Prospectus ;

" NI 51-101 " means National Instrument 51-101 — Standards of Disclosure for Oil and Gas Activities;

" Offered Securities " has the meaning ascribed to such term on the first page of this Agreement;

" Offered Share " has the meaning ascribed to such term on the first page of this Agreement;

" Offered Units " has the meaning ascribed to such term on the first page of this Agreement;

" Offering " has the meaning ascribed to such term on the first page of this Agreement;

" Offering Documents " means, collectively, the Preliminary Prospectus, the Final Prospectus, the Marketing Materials and any Supplementary Material;

" Over-Allotment Option " has the meaning ascribed to such term on the first page of this Agreement;

" Passport System " means the system for review of prospectus filings set out in Multilateral Instrument 11-102 — Passport System and National Policy 11-202 — Process for Prospectus Reviews in Multiple Jurisdictions ;

" Permitted Liens " means any of the following that do not adversely affect the present use or value of the property affected thereby: (i) liens for taxes not yet due, (ii) other assessments and governmental charges not yet due, (iii) liens that can be (but have not yet been) filed by builders, mechanics, repairers or similar Persons in respect of services performed or goods provided in the ordinary course of business, (iv) easements, covenants, rights of way and other restrictions that are registered as of the date of this

Agreement, (v) transfer restrictions imposed on securities by applicable Law and (vi) those otherwise disclosed to the Agent in writing or disclosed in the Offering Documents;

" Person " means an individual, a firm, a corporation, a syndicate, a partnership, a trust, an association, an unincorporated organization, a joint venture, an investment club, a government or an agency or political subdivision thereof and every other form of legal or business entity of any nature or kind whatsoever;

" Preliminary Prospectus " means the preliminary short form prospectus of the Corporation dated November 4, 2024, including all of the Documents Incorporated by Reference, prepared by the Corporation and relating to the distribution of the Offered Securities and for which a receipt has been issued by the Principal Regulator and a deemed receipt has been issued by the Securities Regulators in each of the Qualifying Provinces pursuant to the Passport System;

" President's List " has the meaning ascribed to such term on the first page of this Agreement;

" Principal Regulator " means the Alberta Securities Commission;

" Public Record " means all information filed by or on behalf of the Corporation with a securities commission that is accessible to the public on www.sedarplus.ca;

" Purchase Price " has the meaning ascribed to such term on the first page of this Agreement;

" Purchasers " means, collectively, each of the purchasers of the Offered Securities pursuant to the Offering including, if applicable, the Agent;

" Qualified Institutional Buyer " means a "Qualified Institutional Buyer" as such term is defined in Rule 144A(a)(1) under the 1933 Act;

" Qualifying Provinces " means, collectively, British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland;

" Regulation S " means Regulation S adopted by the SEC under the 1933 Act;

" Reserves Report " means the independent reserves report prepared for the Corporation by Deloitte, the Corporation's independent qualified reserves evaluators, with an effective date of December 31, 2023 and dated April 23, 2024 and prepared in accordance with NI 51-101 and the most recent publication of the Canadian Oil and Gas Evaluation Handbook;

" Rule 144A " means Rule 144A adopted by the SEC under the 1933 Act;

" SEC " means the United States Securities and Exchange Commission;

" Securities Commissions " means, collectively, the Principal Regulator and the securities regulatory authorities in the Qualifying Provinces;

" Securities Laws " means, unless the context otherwise requires, all applicable securities laws in each of the Qualifying Provinces and the applicable securities laws of all other jurisdictions other than the Qualifying Provinces in which the Offered Securities are offered for sale, as applicable, and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, national or multilateral instruments, orders, blanket rulings and other regulatory instruments of the

securities regulatory authorities in such jurisdictions, and " Applicable Securities Laws " means the Securities Laws in each of the Qualifying Provinces;

" Securities Regulators " means, collectively, the Securities Commissions and the securities regulators or other securities regulatory authorities in any jurisdictions in which the Offered Securities are offered for sale;

" Selling Firm " has the meaning given to the term in Section 2(b);

" Standard Listing Conditions " has the meaning given to the term in Section 4(a)(v);

" Subsequent Disclosure Documents " means any financial statements, management information circulars, annual information forms, material change reports, Marketing Materials, business acquisition reports or other documents issued by the Corporation after the date of this Agreement that are required by Applicable Securities Laws to be incorporated by reference in the Final Prospectus;

" Subsequent Financing " has the meaning given to the term in Section 8(t);

" subsidiary " means a subsidiary of the Corporation within the meaning of the Business Corporations Act (Alberta);

" Supplementary Material " means, collectively, any amendment to the Final Prospectus and any amendment or supplemental prospectus or ancillary materials that may be filed by or on behalf of the Corporation under Applicable Securities Laws relating to the distribution of the Offered Securities;

" Taxes " has the meaning given to the term in Section 7(u);

" Transaction Documents " has the meaning given to the term in Section 7(gg);

" TSX-V " means the TSX Venture Exchange;

" Unit " has the meaning ascribed to such term on the first page of this Agreement;

" United States " means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

" U.S. Accredited Investor " means an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the 1933 Act;

" U.S. Affiliate " has the meaning ascribed thereto in subsection 2(h) hereof;

" U.S. Offering Memorandum " means the private placement memorandum delivered together with the Preliminary Prospectus and the Final Prospectus to offerees and Purchasers of the Offered Securities in the United States or purchasing for the account or benefit of a U.S. Person, including any Supplementary Material thereto;

" U.S. Person " means a U.S. person as that term is defined in Rule 902(k) of Regulation S;

" Warrant " has the meaning ascribed to such term on the first page of this Agreement;

" Warrant Agent " means Computershare Trust Company of Canada;

" Warrant Indenture " means the warrant indenture to be entered into on the Closing Date between the Corporation and the Warrant Agent; and

" Warrant Share " has the meaning ascribed to such term on the first page of this Agreement.

(b) Prospectus Defined Terms.

Capitalized terms used but not defined herein have the meanings ascribed to them in the Final Prospectus.

(c) Divisions and Headings.

The division of this Agreement into Sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless something in the subject matter or context is inconsistent therewith, references herein to Sections, subsections, paragraphs and other subdivisions are to Sections, subsections, paragraphs and other subdivisions of this Agreement.

(d) Number and Gender.

All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case required and the verb shall be construed as agreeing with the required word and/or pronoun.

(e) Currency.

Any reference in this Agreement to $ or to dollars shall refer to the lawful currency of Canada, unless otherwise specified.

(f) Knowledge.

The phrases "knowledge of the Corporation" or "to the Corporation's knowledge" or similar expressions, mean the actual knowledge of Tim De Freitas, President and Chief Executive Officer, Mark Smith, Vice President, Finance and Chief Financial Officer, Gregory Feltham, Vice President, Exploration, Kent Busby, Vice President, Production, and Sumir Saini, Vice President Land and Business Development, after having made reasonable investigations and due inquiries regarding the relevant subject matter.

2. The Offering

(a) The sale of the Offered Securities to the Purchasers shall be effected by the Corporation, the Agent and the Selling Firms in a manner that is in compliance with Securities Laws and upon the terms set out in the Final Prospectus and in this Agreement. The Agent will use best efforts to arrange for Purchasers for the Offered Securities in the Qualifying Provinces and in those jurisdictions outside of Canada as may be agreed upon by the Corporation and the Agent, each acting reasonably, in connection with the Offering. The Corporation hereby agrees to secure compliance with Applicable Securities Laws on a timely basis in connection with the distribution of the Offered Securities in the Qualifying Provinces. Subject to the provisions of subsection 3(a), the Corporation and the Agent each agree to file within the periods stipulated under the Securities Laws of the United States, and at the expense of the Corporation, all post-closing filings required to be made by the Corporation or the Agent or U.S. Affiliates, as applicable, in connection with the Offering in the United States, or to or for the account or benefit of, persons in the United States or U.S. Persons.

The Agent agrees to assist the Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering.

(b) The Corporation agrees that the Agent shall have the right to invite one or more investment dealers (each, a " Selling Firm ") to form a selling group to participate in the soliciting of offers to purchase the Offered Securities. The Agent has the exclusive right to control all compensation arrangements between the members of the selling group. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agent and appoints the Agent as trustees of such rights and benefits for such Selling Firms, and the Agent hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms.
(c) The Agent shall ensure that any Selling Firm appointed pursuant to the provisions of subsection 2(b), if any, shall: (i) be compensated by the Agent from their compensation hereunder; and (ii) agree to comply with the covenants and obligations given by the Agent herein.
(d) The Corporation represents and warrants to the Agent that the Corporation has prepared and filed the Preliminary Prospectus, and prepared for filing the Final Prospectus and other related documents (including, without limitation, any Marketing Materials) and has obtained, in respect of the Preliminary Prospectus, pursuant to the Passport System a receipt or deemed receipt therefor in each of the Qualifying Provinces in order to qualify the Offered Securities and the Broker Securities for distribution in each of the Qualifying Provinces and until the day on which the distribution of the Offered Securities and the Broker Securities is completed, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to qualify the distribution of the Offered Securities and the Broker Securities in the Qualifying Provinces.
(e) Delivery of the Prospectus and any Supplementary Material may be satisfied in accordance with the "access equals delivery" provisions contained in Part 2A of NI 41-101, and the Agents and the Corporation may satisfy any request for electronic or paper copies of the Prospectus and any Supplementary Material in accordance with the requirements of Part 2A of NI 41-101, without charge.
(f) The Corporation shall permit the Agent to review the Final Prospectus and U.S. Offering Memorandum with respect thereto and has permitted the Agent and U.S. Affiliates to conduct such due diligence investigations necessary to fulfil their respective obligations as an agent under Applicable Securities Laws, to enable the Agent or U.S. Affiliates to avail itself, respectively, of a defence to any claim for misrepresentation in any of the Offering Documents and in order to enable the Agent and U.S. Affiliates to responsibly execute the certificate in the Final Prospectus required to be executed by it.
(g) The Corporation and the Agent covenant and agree:
(i) not to provide any potential acquiror of Offered Securities resident in the Qualifying Provinces with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Materials are first provided to any potential investor of Offered Securities;
(ii) not to provide any potential acquiror of Offered Securities resident in the Qualifying Provinces with any materials or information in relation to the Offering or the Corporation other than: (A) such Marketing Materials that have been approved and filed in accordance with this Section 2; (B) the Preliminary Prospectus, the Final

Prospectus or any Supplementary Material; and (C) any "standard term sheets", as defined in NI 41-101, approved in writing by the Corporation and the Agent; and

(iii) that any Marketing Materials approved and filed in accordance with this Section 2 and any standard term sheets approved in writing by the Corporation and the Agent shall only be provided to potential investors in the Qualifying Provinces where the provision of such Marketing Materials or standard term sheets does not contravene Applicable Securities Laws.
(h) The Corporation and the Agent acknowledge that the Offered Securities have not been and will not be registered under the 1933 Act or any state securities laws and may not be offered, sold, pledged or otherwise transferred, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons, nor may the Warrants or the Broker Warrants be exercised in the United States or by or on behalf of a U.S. Person, except, in each case, pursuant to exemptions from the registration requirements of the 1933 Act and the applicable laws of any state of the United States. Accordingly, the Corporation, and the Agent and its respective U.S. Affiliates agree that any offers or sales to purchasers in the United States and to, or for the account or benefit of U.S. Persons, shall be conducted only in the manner specified in Schedule "A" of this Agreement. All actions to be undertaken by the Agent in the United States in connection with the matters contemplated herein shall be undertaken by a duly registered U.S. broker-dealer affiliate in good standing with the Financial Industry Regulatory Authority, Inc. (the " U.S. Affiliate ") or a U.S. registered broker-dealer that is a member of a Selling Firm engaged in connection with such offer or sale.
(i) In carrying out their responsibilities under this Agreement, the Agent and its U.S. Affiliates will necessarily rely on information prepared or supplied by the Corporation. The Agent and, as applicable, its U.S. Affiliates will apply reasonable standards of diligence to their due diligence inquiries. However, the Agent and U.S. Affiliates will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Agent or U.S. Affiliates be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information except to the extent that the Agent misrepresented such information. The Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, the U.S. Offering Memorandum, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the Agent.

3. Distribution and Certain Obligations of the Agent.

(a) The Agent has complied with and shall, and shall require any U.S. Affiliate and/or Selling Firm to agree to, comply with the Securities Laws in connection with the distribution of the Offered Securities and shall offer the Offered Securities upon the terms and conditions set out in the Final Prospectus and this Agreement, including Schedule "A" hereto. The Agent has and shall require any U.S. Affiliate and/or Selling Firm to, directly offer for sale to the public and sell the Offered Securities only in those jurisdictions where they may be lawfully offered for sale. The Agent, through U.S. Affiliates and any Selling Firm, will be entitled to offer and sell the Offered Securities in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons, pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D under the 1933 Act to: (i) Qualified Institutional Buyers that are also U.S. Accredited Investors; and (ii) U.S. Accredited Investors, and similar exemptions under applicable United States state securities laws, and in other international jurisdictions agreed to by the Corporation in accordance with any applicable securities and other laws in the jurisdictions in which the Agent and/or Selling Firms offer the Offered Securities. Any offer or sale of the Offered Securities will be made in accordance with the terms and conditions set out in Schedule "A" to this Agreement, which terms and conditions and the

representations, warranties and covenants of the parties therein, are hereby incorporated by reference into and form part of this Agreement.

(b) The Agent shall (i) use best efforts to complete and cause each Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable; and (ii) promptly notify the Corporation when, in their opinion, the Agent and the Selling Firms have ceased distribution of the Offered Securities and provide a breakdown of the number of Offered Securities distributed in each of the Qualifying Provinces (and any other applicable jurisdiction where the Offered Securities have been distributed) where such breakdown is required for the purpose of calculating fees payable to Securities Regulators.
(c) The Agent shall, and shall require any Selling Firm to agree to, distribute the Offered Securities in a manner which complies with and observes all applicable laws and regulations, including, for greater certainty, all Securities Laws in each jurisdiction into and from which they may offer to sell the Offered Securities or distribute the Final Prospectus or any Supplementary Material in connection with the distribution of the Offered Securities and will not, directly or indirectly, offer, sell or deliver any Offered Securities or deliver the Final Prospectus or any Supplementary Material to any person in any jurisdiction other than in the Qualifying Provinces unless agreed to in accordance with Section 3(a) hereof and completed in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the Applicable Securities Laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions.
(d) For the purposes of this Section 3, the Agent and any Selling Firm shall be entitled to assume that the Offered Securities are qualified for distribution in any Qualifying Province where a receipt or similar document for the Final Prospectus shall have been obtained or deemed to have been obtained from the applicable Securities Regulators (including a receipt from the Principal Regulator issued under the Passport System evidencing that a deemed receipt has been issued for the Final Prospectus by each of the Securities Regulators in the Qualifying Provinces) following the filing of the Final Prospectus unless otherwise notified in writing.
(e) Notwithstanding the foregoing provisions of this Section 3, an Agent will not be liable to the Corporation under this Section 3 with respect to a default under this Section 3 or Schedule "A" by the other Agent or the U.S. Affiliate or a Selling Firm appointed by the other Agent, as the case may be, if the first Agent is not itself in default.

4. Deliveries on Filing and Related Matters

(a) The Corporation shall deliver to the Agent:
(i) a copy of the Final Prospectus signed and certified by the Corporation as required by Applicable Securities Laws;
(ii) a copy of any other document filed with, or delivered to, Securities Regulators under Applicable Securities Laws in connection with the Offering;
(iii) a "long-form" comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Agent, acting reasonably, addressed to the Agent and the directors of the Corporation from the Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus, which letter shall be based on a review by the Auditors within a cutoff date of not more than two Business Days prior to the date of the letter and which

letter shall be in addition to the Auditors' consent letter and any comfort letter addressed to the Securities Regulators in the Qualifying Provinces;

(iv) if requested by the Agent, as soon as possible after the Final Prospectus and any Supplementary Material are prepared, copies of the U.S. Offering Memorandum; and
(v) prior to or contemporaneously with the filing of the Final Prospectus, evidence satisfactory to the Agent of the notice and/or application, as applicable, of listing and posting for trading on the TSX-V of the (i) the Offered Shares, (ii) the Warrant Shares issuable upon exercise of the Warrants, (iii) the Broker Shares issuable upon exercise of the Broker Warrants, (iv) the Broker Warrant Shares issuable upon exercise of the Broker Unit Warrants, and (v) the Warrants (if listing is obtained), subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSX-V in similar circumstances (" Standard Listing Conditions ").
(b) The Corporation confirms that it has delivered or will deliver to the Agent signed copies of all Supplementary Material, if any. The Corporation has delivered to the Agent, with respect to such Supplementary Material or Subsequent Disclosure Document, to the extent that such Supplementary Material contains any financial and accounting information, a comfort letter substantially similar to that referred to in subsection 4(a)(iii).
(c) The Corporation confirms that it has or will deliver to the Agent copies of the Preliminary Prospectus and the Final Prospectus signed as required by Applicable Securities Laws and the U.S. Offering Memorandum.
(d) During the period commencing on the date hereof and until completion of the distribution of the Offered Securities, the Corporation will promptly provide to the Agent drafts of any press releases of the Corporation for review by the Agent.

5. Commercial Copies and Access to Prospectus

(a) The Corporation shall:
(i) promptly after receipt of a receipt pursuant to the Passport System in respect of the filing of the Final Prospectus, issue and file a press release in accordance with Part 2A of NI 41-101 in order to satisfy the requirements under Applicable Securities Laws to deliver, send and/or provide access to, as applicable, a prospectus by providing access to the Final Prospectus (and any Supplementary Material) in accordance with the procedures therein;
(ii) promptly following the posting of a receipt for any amendment to the Prospectus issued by the Alberta Securities Commission in accordance with the Passport System, issue and file a press release in accordance with Part 2A of NI 41-101 in order to satisfy the requirements under Canadian Securities Laws to deliver, send and/or provide access to, as applicable, an amendment to a prospectus by providing access to any such amendment to the Final Prospectus in accordance with the procedures therein; and
(iii) promptly provide to the Agent, for review on a confidential basis by the Agent and the Agent's Counsel, prior to filing or issuance of any press release referred to section 5(a)(i) and 5(a)(ii).

(b) Upon request from the Agent, as soon as possible but in any event not later than one (1) Business Day following such request, deliver, without charge, printed or electronic copies of the Preliminary Prospectus, the Final Prospectus, the Preliminary U.S. Offering Memorandum, the U.S. Offering Memorandum, or any Supplementary Material in such numbers and to such email addresses or addresses, as applicable, as may be reasonably requested by the Agent.
(c) The Corporation shall cause to be provided to the Agents electronic copies, or such number of printed copies, of any documents incorporated by reference in the Preliminary Prospectus, the Final Prospectus, the Preliminary U.S. Offering Memorandum, the U.S. Offering Memorandum, or any Supplementary Materials as the Agent may reasonably request.

6. Material Changes

(a) The Corporation will promptly inform the Agent during the period prior to the completion of the distribution of the Offered Securities of the full particulars of:
(i) any Material Adverse Change;
(ii) any material fact that has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had that fact arisen or been discovered on, or prior to, the date of the Offering Documents, as the case may be;
(iii) any legislative, regulatory or administrative policy or guideline changes which, if implemented would be a Material Adverse Change; and
(iv) any change in any material fact or any misstatement of any material fact contained in any of the Offering Documents, or the existence of any new material fact, in each case which is of a nature as to render any of the Offering Documents misleading or untrue in any material respect or would result in a misrepresentation therein.
(b) The Corporation shall comply with the prospectus amendment requirements of Section 6.6 of NI 41-101 and Section 57 of the Securities Act (Ontario), and the Corporation will prepare and file promptly any Supplementary Material which may be necessary and will otherwise comply with all legal requirements necessary to continue to qualify the Offered Securities for distribution in each of the Qualifying Provinces during the period of distribution.
(c) In addition to the provisions of subsections 6(a) and 6(b) hereof, the Corporation shall in good faith discuss with the Agent any change, event or fact contemplated in subsections 6(a) and 6(b) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Agent under subsection 6(a) hereof and shall consult with the Agent with respect to the form and content of any Supplementary Material proposed to be filed by the Corporation, it being understood and agreed that no such amendment or other Supplementary Material shall be filed with any Securities Regulator prior to the review thereof by the Agent, such review not to be delayed.
(d) If during the period of distribution of the Offered Securities there shall be any change in Applicable Securities Laws which, in the opinion of the Agent, acting reasonably, requires the filing of any Supplementary Material, upon written notice from the Agent, the Corporation shall, to the satisfaction of the Agent, acting reasonably, promptly prepare and file any such Supplementary Material with the appropriate Securities Regulators where such filing is required.

(e) No covenants or requirements of the Corporation in this Section 5, including to permit the Agent to review or be satisfied with any filing or Supplementary Material, shall restrict or prohibit the Corporation from making filings or taking other actions as required by Securities Laws.

7. Representations and Warranties of the Corporation

The Corporation represents and warrants to the Agent and the Selling Firms, and acknowledges that they are relying upon such representations and warranties and covenants in completing the Offering, as follows:

(a) the Corporation is a corporation duly continued and validly existing under the laws of the Province of Alberta and has all necessary corporate power and authority to own, lease and operate its properties and assets, to carry on the Business as it is currently conducted, to enter into and perform its obligations under this Agreement, and any other material agreement to which it is a party, to undertake the Offering and all other transactions contemplated herein and is not in default of its corporate filings (except where such default would not be a Material Adverse Change), and, to the knowledge of the Corporation, no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding-up;
(b) the Corporation has no direct or indirect subsidiaries and the Corporation has no equity or joint venture interest nor any investment or proposed investment in any person which accounted for, or which is expected to account for, more than 5% of the assets or revenues of the Corporation or would otherwise be material to the business or affairs of the Corporation;
(c) the corporate records and minute books of the Corporation are complete and accurate in all material respects and contain the minutes of all meetings and all resolutions of directors and shareholders of the Corporation (subject to ordinary course updating to be completed both before and after the Closing);
(d) the authorized capital of the Corporation consists of an unlimited number of Common Shares of which 146,149,115 Common Shares are issued and outstanding as of the date hereof, all of which shares are fully paid and non-assessable;
(e) other than pursuant to the provisions of this Agreement or as set forth in this Section 7(e), as of the date of this Agreement, no person, firm, corporation or other entity holds any securities convertible or exchangeable into securities of the Corporation or now has any agreement, warrant, option, right or privilege (whether pre-emptive or contractual) being or capable of becoming an agreement, option or right for the purchase, subscription or issuance of any unissued shares, securities (including convertible securities) or warrants of the Corporation other than (i) outstanding stock options issued to directors, officers, employees and key consultants of the Corporation under the Corporation's stock option plan exercisable into 12,600,000 Common Shares; (ii) Common Share purchase warrants exercisable into 121,160,328 Common Shares; and (iii) broker warrants exercisable into 1,960,144 Common Shares and 1,960,144 Common Share purchase warrants, each exercisable into one Common Shares in accordance with the terms thereof;
(f) to the knowledge of the Corporation, there are no shareholders' agreements, voting trusts, proxy or other agreements governing the rights of shareholders of the Corporation. The holders of the outstanding Common Shares of the Corporation are not entitled to preemptive or other rights to subscribe for the Common Shares, including after exercise or conversion of any security or right to acquire any security;
(g) Other than as disclosed in the Public Record, to the knowledge of the Corporation:

(i) none of the directors, officers or employees of the Corporation, any known holder of more than 10% of any class of shares of the Corporation, or any known associate or affiliate of any of the foregoing persons (as such terms are defined in the Securities Act (Alberta)), has had any material interest, direct or indirect, in any material transaction within the previous two years or has any material interest in any proposed material transaction involving the Corporation which, as the case may be, materially affected, is material to or will materially affect the Corporation;
(ii) no insider of the Corporation (within the meaning of Applicable Securities Laws) has a present intention to sell any securities of the Corporation;
(iii) no officer, director, employee or known security holder of the Corporation has any cause of action or other claim against, or owes any amount to, the Corporation, in connection with its business, except for claims in the ordinary course of business such as for accrued vacation pay, or for other amounts or matters which would not result in a Material Adverse Change;
(iv) the Corporation does not owe any monies to, has any present loans to, or borrowed any monies from or is otherwise indebted to, any officer, director, employee, shareholder or any person not dealing at "arms length" (as such term is defined in the Income Tax Act (Canada)) with any of them, except for usual employee reimbursements and compensation paid in the ordinary course of business; and
(v) except as disclosed in usual employee or consulting arrangements made in the ordinary course of business, the Corporation is not a party to any contract with any officer, director, employee, shareholder or any other person not dealing at arm's length with them.
(h) the Corporation has conducted and is conducting its Business in compliance in all material respects with all applicable Laws of each jurisdiction in which its Business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its Business to be carried on as it is now conducted and its property and assets to be owned, leased or operated, and all such licenses, registrations or qualifications are valid and existing and in good where such noncompliance would not be a Material Adverse Change);
(i) the Corporation is not in default or breach of, and the execution and delivery of, and the compliance with the terms of, the Transaction Documents to which it is a party, the fulfillment of the terms thereof by it and the completion of the transactions contemplated therein, and the issuance, sale and delivery of the Offered Securities and the Broker Securities do not and will not result in a material breach of, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a material breach of, and do not and will not conflict with: (i) any statute, rule or regulation applicable to the Corporation including, without limitation, Applicable Securities Laws and the policies, rules and regulations of the TSX-V; (ii) any of the terms, conditions or provisions of the constating documents or by-laws or resolutions of the Corporation; (iii) any Material Contract or Debt Instrument to which the Corporation is a party or by which the Corporation or is or will be contractually bound as of the Closing Time; (iv) any judgment, decree or order binding on the Corporation or any of its properties or assets; or (v) require any consent, authorization, registration or qualification of or with any Governmental Body, Securities Commission or other regulatory commission or agency or any third party except those that have been obtained (or will be obtained prior to the Closing Time);
(j) to the knowledge of the Corporation, all Material Contracts and Debt Instruments to which the Corporation is a party are in good standing and in full force and effect and no material default or material breach exists in respect the Corporation or the counter-parties thereto

and, no event has occurred which, after the giving of notice or the lapse of time or both would constitute such a default or breach and which would be a Material Adverse Change;

(k) except as disclosed in the Public Record, there has not been any undisclosed Material Adverse Change or material change in the consolidated assets, liabilities or obligations (absolute, contingent or otherwise) of the Corporation from the position set forth in the Financial Statements and there has not been any adverse material change in the business, operations, capital or condition (financial or otherwise) or results of the operations of the Corporation since June 30, 2024;
(l) all previous material corporate transactions completed by the Corporation have been fully and properly disclosed in the Offering Documents and were completed in compliance in all material respects with all applicable corporate and Securities Laws (except where noncompliance would not be a Material Adverse Change) and all necessary corporate and regulatory approvals, consents, authorizations, registrations, and filings required in connection therewith were obtained or made, as applicable, and complied with in all material respects (except where failure to obtain or comply with would not be a Material Adverse Change). The Corporation conducted all due diligence procedures in connection with such previous transactions as are standard and customary for transactions of such nature and the Corporation conducted all necessary procedures in accordance with its internal programs to identify and address any material issues prior to completing such transactions;
(m) the Corporation has good title to all real, immovable, personal and movable properties owned by it, free and clear of all Liens of any kind except for Permitted Liens;
(n) other than as disclosed in the Offering Documents, there are no actions, suits, judgements, proceedings, investigations or inquiries of any kind whatsoever outstanding, pending or to the best of the Corporation's knowledge, threatened against or involving the Corporation at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, which would be a Material Adverse Change, and the Corporation has no knowledge of any basis on which any such matter might be commenced with any reasonable likelihood of success;
(o) the Corporation has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its securities of any class, and has not directly or indirectly, redeemed, purchased or otherwise acquired any of its Common Shares or securities or agreed to do so;
(p) the Corporation does not owe any material amount to, has not made any present loans to, or has not borrowed any amount from or is not otherwise indebted to, any officer, director, employee or security holder of the Corporation or any of its affiliates or any Person not dealing at "arm's-length" (as such term is defined in the Income Tax Act (Canada)) with any of them except for usual employee reimbursements and compensation paid in the ordinary and normal course of the Business. Except as disclosed in the Offering Documents and for usual arrangements made in the ordinary and normal course of the Business, the Corporation is not a party to any material contract, agreement or understanding with any officer, director, employee or security holder of the Corporation or any of its affiliates or any other Person not dealing at arm's-length with the Corporation;
(q) policies of insurance issued by insurers of recognized financial responsibility are maintained in respect of the operations, properties and assets, employees, directors and officers of the Corporation in such amounts and covering such risks as are reasonably prudent and customary in comparable businesses. All such policies of insurance are in full force and effect and no material default exists under such policies of insurance as to the payment of premiums or otherwise under the terms of any such policy, there are no material

claims by the Corporation under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; to the knowledge of the Corporation, the Corporation will be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its Business. The Corporation has not been denied any insurance coverage which it has sought or for which it has applied and which failure to obtain would be a Material Adverse Change;

(r) the Corporation is in compliance in all material respects with its timely and continuous disclosure obligations under the Applicable Securities Laws and the policies, rules and regulations of the TSX-V;
(s) the audited financial statements of the Corporation as at and for the financial period ended December 31, 2023 and the unaudited interim financial statements of the Corporation as at and for the six months ended June 30, 2024 (collectively, the " Financial Statements "): (i) are, in all material respects, consistent with the books and records of the Corporation; (ii) have been, in all material respects, prepared in accordance with IFRS consistently applied throughout the periods referred to therein; and (iii) present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise as required by IFRS) of the Corporation as at such dates and the results of its operations and its cash flows for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation in accordance with IFRS and, there has been no change in accounting policies or practices of the Corporation since December 31, 2023, other than the changes in accounting policies described in the unaudited interim financial statements of the Corporation as at and for the six months ended June 30, 2024. The Corporation is not aware of any fact or circumstance presently existing that would render such Financial Statements and financial information materially incorrect;
(t) the Auditors of the Corporation are, and were during the period covered by their report, independent public accountants as required under Applicable Securities Laws and there has never been a reportable event within the meaning of National Instrument 51- 102 — Continuous Disclosure Obligations between the Corporation and the Auditors;
(u) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, " Taxes ") due and payable or required to be collected or withheld and remitted, by the Corporation have been paid, collected or withheld and remitted as applicable, except for where the failure to pay such Taxes would not be a Material Adverse Change. The Corporation has established on its books and records reserves that are reasonably adequate for the payment of all material Taxes not yet due and payable and there are no liens for Taxes on the assets of the Corporation that are material, and there are no audits pending of the tax returns of the Corporation (whether federal, state, provincial, local or foreign) other than with respect to scientific research and experimental development credits. Except to the extent that failure to do so would not be a Material Adverse Change, all tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Body and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. To the knowledge of the Corporation, no examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Body respecting any taxes that have been paid, or may be payable, by the Corporation. There are no agreements, waivers or other arrangements with any taxation authority providing for an

extension of time for any assessment or reassessment of taxes with respect to the Corporation;

(v) there are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of the Corporation with unconsolidated entities or other persons;
(w) the Corporation has no liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are required to be disclosed in the financial statements under IFRS, which are not disclosed or referred to in the Public Record, including in the financial statements of the Corporation contained in the Public Record and the notes thereto;
(x) to the knowledge of the Corporation: (i) the conduct of the Business of the Corporation does not infringe, violate or misappropriate upon the trademarks, trade names, patents or copyrights, domestic or foreign, or any other Intellectual Property, of any other person, except where such infringement could not have a material adverse effect on the Corporation; (ii) the Intellectual Property which is not owned by the Corporation is being used by the Corporation only with the consent of or license from the rightful owner thereof, and all such licences are in full force and effect, except where the failure to have such consent or license could not have a material adverse effect on the Corporation; (iii) there does not exist any claim of adverse ownership, invalidity or any other opposition to or conflict with any Intellectual Property as is necessary to conduct the Business of the Corporation, nor any pending or threatened suit, proceeding, claim, demand, action or investigation of any nature or kind against the Corporation relating to any Intellectual Property, except where such suit, proceeding, claim, demand, action or investigation could not have a material adverse effect on the Corporation; and (iv) there are no Intellectual Property disputes, settlement negotiations, settlement agreements or communications relating to the foregoing between the Corporation and any other persons relating to or potentially relating to the business of the Corporation, which have not been resolved.
(y) no union has been accredited or otherwise designated to represent any employees of the Corporation and, to the knowledge of the Corporation, no accreditation request or other representation question is pending with respect to the employees of the Corporation and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the facilities of the Corporation and none is currently being negotiated by the Corporation;
(z) the Corporation has satisfied all material obligations under, and there are no outstanding material defaults or violations with respect to, and no taxes, penalties, or fees are owing or eligible under or in respect of, any employee benefit, incentive, pension, retirement, stock option, stock purchase, stock appreciation, health, welfare, medical, dental, disability, life insurance and similar plans, arrangements or practices relating to the current or former employees, officers or directors of the Corporation maintained, sponsored or funded by them, whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered and all contributions or premiums required to be paid thereunder have been made in a timely fashion and any such plan or arrangement which is a funded plan or arrangement is fully funded on an ongoing and termination basis, except for any default, violation, tax, penalty or fee which, whether individually or in the aggregate, has not resulted in a Material Adverse Change;
(aa) there has not been and there is not currently any pending labour disruption, grievance, arbitration proceeding or other conflict by any current or former employee, consultant or agent of the Corporation which has resulted in a Material Adverse Change and the Corporation is in compliance with all provisions of all laws and regulations respecting employment and employment practices, terms and conditions of employment and wages

and hours, except for noncompliance with any such provisions that would not result in a Material Adverse Change. All material employment agreements, consulting agreements, severance agreements and change of control agreements in respect of any named executive officers (as defined by National Instrument 51-102 — Continuous Disclosure Obligations , have been, in all material respects, disclosed in the Public Record;

(bb) (A) the Corporation and its assets and properties and the operation of the Business, have been and are, to the knowledge of the Corporation, in compliance in all material respects with all Environmental Laws; (B) the Corporation has complied in all material respects with all reporting and monitoring requirements under all Environmental Laws; (C) the Corporation has never received any notice of any material non-compliance in respect of any Environmental Laws; and (D) the Corporation holds all licenses, permits and approvals required under any Environmental Laws in connection with the operation of its business, except for notifications and conditions of general application to assets of the type owned by the Corporation, and except where the failure to possess such would not reasonably be expected to have a Material Adverse Effect;
(cc) without limiting the generality of the subparagraph immediately above, the Corporation is not aware of, nor has received any notice of, any material claim, judicial or administrative proceeding, pending, threatened against or contemplated, or which may affect, the Corporation or any of its respective properties, assets or operations thereof, relating to, or alleging any violation of any Environmental Laws, the Corporation is not aware of any facts which could give rise to any such claim or judicial or administrative proceeding and the Corporation is not aware of any investigation, evaluation, audit or review by any Governmental Body of the Corporation or any of its properties, assets or operations thereof to determine whether any violation of any Environmental Laws has occurred or is occurring or whether any remedial action is needed in connection with a release of any contaminant into the environment, except for compliance investigations conducted in the normal course by any Governmental Body, in each case which would result in a Material Adverse Change;
(dd) there are no orders, rulings or directives issued, pending or, to the knowledge of the Corporation, threatened against the Corporation under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to the property or assets of the Corporation;
(ee) the Corporation has not been in violation of, in connection with the ownership, use, maintenance or operation of the property and assets thereof, any applicable federal, provincial, state, municipal or local laws, by-laws, regulations, orders, policies, permits having the force of law, domestic or foreign, relating to environmental, health or safety matters which would result in a Material Adverse Change;
(ff) the Corporation has good and marketable title to all real, personal and movable properties owned by it, in each case, free and clear of all Liens, other than Permitted Liens and as do not individually or in the aggregate, materially affect the value of such property and do not interfere with the use made or proposed to be made of such property by the Corporation;
(gg) at the Closing Time each of this Agreement, the Warrant Indenture and the Broker Warrant Certificates (collectively, the " Transaction Documents ") will have been duly authorized, executed and delivered by the Corporation, and upon such execution and delivery will constitute a legal, valid and binding obligation of the Corporation enforceable in accordance with its terms except that: (i) the enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally, (ii) rights of indemnity, contribution and waiver of contribution thereunder may be limited under applicable law; and (iii) equitable remedies, including, without limitation, specific performance and injunctive relief, may be granted only in the discretion of a court of competent jurisdiction;

(hh) (A) the Corporation has full corporate power and authority to issue the applicable Offered Securities and the Broker Securities on the Closing Date and thereafter; (B) the Offered Shares will be duly and validly authorized, allotted and issued as fully paid and nonassessable Common Shares by the Corporation on the Closing Date; (C) the Warrants and the Broker Warrants will be validly created and issued by the Corporation on the Closing Date; (D) upon exercise of the: (i) Warrants and (ii) the Broker Warrants, the Warrant Shares and the Broker Shares, respectively, will be duly and validly authorized, allotted and issued as fully paid and non-assessable Common Shares; (E) upon exercise of the Broker Warrants, the Broker Unit Warrants will be validly created and issued by the Corporation; and (F) upon exercise of the Broker Unit Warrants, the Broker Warrant Shares will be duly and validly authorized, allotted and issued as fully paid and non-assessable Common Shares;
(ii) the Corporation is a reporting issuer (or the equivalent) in good standing in each of the Provinces of Alberta and British Columbia, and will at Closing be, a reporting issuer (or the equivalent) in good standing in each of the Qualifying Provinces and (i) has no reasonable grounds to believe that it will not continue to be a reporting issuer in good standing in each such jurisdiction for at least 12 months following the Closing; (ii) is in compliance, including with respect to its Public Record, with all Applicable Securities Laws in all respects, except where any such non-compliance, would not result in a Material Adverse Change; (iii) it is not included on a list of defaulting reporting issuers maintained by the Securities Commissions of each such jurisdiction; (iv) the Public Record, as of each document's respective filing date, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading as of the date made; and (v) has no current confidential material change reports;
(jj) no order ceasing or suspending trading in securities of the Corporation or prohibiting the sale of securities by the Corporation has been issued that remains outstanding, and, to its knowledge, no proceedings for this purpose have been instituted, are pending, contemplated or threatened by any securities commission or self-regulatory organization; the Corporation is not in default of any material requirement of any applicable securities legislation, and the Corporation is entitled to avail themselves of the applicable prospectus exemptions available under such securities legislation in respect of the trades in its securities to Purchasers as contemplated in this Agreement;
(kk) to the knowledge of the Corporation, none of the Corporation, its officers or directors is aware of any circumstances presently existing under which liability on the part of the Corporation is or could reasonably be expected to be incurred under Part 17.01 — Civil Liability for Secondary Market Disclosure of the Securities Act (Alberta);
(ll) the currently outstanding Common Shares are listed and posted for trading on the TSX-V and all necessary notices and filings have been made with, and all necessary consents, approvals and authorizations obtained by, the Corporation from the TSX-V to ensure that (i) the Offered Shares; (ii) the Warrant Shares issuable upon exercise of the Warrants; (iii) the Broker Shares issuable upon exercise of the Broker Warrants and (iv) the Broker Warrant Shares issuable upon exercise of the Broker Unit Warrants, subject only to the Standard Listing Conditions, and the Corporation is in compliance in all material respects with the Laws of the TSX-V;
(mm) the Corporation has not withheld, and will not withhold from the Agent prior to the Closing Time, any material facts relating to the Corporation or the Offering;
(nn) Computershare Trust Company of Canada is the duly appointed registrar and transfer agent of the Corporation with respect to the Common Shares;

(oo) the Corporation has not and will not provide to prospective purchasers any document or other material (other than the Offering Documents) that would constitute an offering memorandum or future oriented financial information within the meaning of Applicable Securities Laws. The Corporation has and will not engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited by general solicitation or advertising;
(pp) other than the Agent and its respective Selling Firms, there is no person, firm or company acting or purporting to act at the request of the Corporation who is entitled to any finder's fee in connection with the transactions contemplated herein and in the event that any person, firm or company acting for the Corporation at the request of the Corporation establishes a claim for any fee from the Agent, except as identified in writing to the Corporation and the Agent prior to Closing, the Corporation covenants to indemnify and hold harmless the Agent with respect thereto and with respect to all costs reasonably incurred in the defence thereof;
(qq) all information which has been prepared by the Corporation relating to the Corporation and their respective businesses, properties and liabilities and made available to the Agent, including all financial, marketing, sales and operational information provided to the Agent was, as of the date of such information, true and correct in all material respects, taken as a whole, and no fact or facts have been omitted therefrom which would make such information materially misleading and did not contain a misrepresentation; and
(rr) as of the date of the delivery of an Offering Document by the Corporation:
(i) the information and statements (except information and statements relating to the Agent and provided in writing by the Agent for inclusion therein) contained or incorporated by reference in any of the Offering Documents, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Offered Securities;
(ii) no material fact or information has been omitted therefrom (except for facts or information relating to the Agent) which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances in which they were made;
(iii) except with respect to any information relating solely to the Agent and provided by the Agent for inclusion therein, the Offering Documents comply in all material respects with the requirements of Applicable Securities Laws; and
(iv) except as set forth or contemplated in the Offering Documents, there has been no Material Adverse Change since the end of the period covered by the Financial Statements;
(ss) the delivery of each Offering Document by the Corporation shall constitute the Corporation's consent to the Agent's use of the Offering Documents in connection with the distribution of the Offered Securities in the Qualifying Provinces in compliance with this Agreement unless otherwise advised in writing;

(tt) except as disclosed in the Corporation's Public Record, no officer, director, employee or any other person not dealing at arm's length with the Corporation or any known associate or affiliate of any such persons, owns, has or is entitled to any royalty, net profits interest, carried interest or any other encumbrances or claims of any nature whatsoever which are based on production from properties or assets of the Corporation or any revenue or rights attributed thereto;
(uu) to the knowledge of the Corporation, other than rights of first refusal and similar rights in favour of working or joint interest owners in assets and properties not owned 100% by the Corporation, it is not aware of any outstanding rights of first refusal or other pre-emptive rights of purchase which entitle any person to acquire any of the rights, title, interests, property or assets of the Corporation;
(vv) although it does not warrant title, the Corporation does not have reason to believe that the Corporation does not, subject to the terms and conditions of the documents of title relating thereto, have title to or the right to produce and sell its petroleum, natural gas and related hydrocarbons (the foregoing are referred to as the " Interests ") and does represent and warrant that the Interests are free and clear of adverse claims created by, through or under the Corporation except as disclosed in the Corporation's Public Record or for those arising in the ordinary course of business, and that, to the knowledge of the Corporation, the Corporation holds its Interests under valid and subsisting leases, licenses, permits, concessions, concession agreements, contracts, subleases, reservations or other agreements except where the failure to so hold their Interests would not result in a Material Adverse Change;
(ww) to the knowledge of the Corporation, are no defects, failures or impairments in the title or right of the Corporation constituting its Interests, whether or not an action, suit, proceeding or inquiry is pending or threatened and whether or not discovered by any third party, which in aggregate could reasonably be expected to result in a Material Adverse Change on: (A) the quantity of and pre-tax present value of estimated future net revenue from the oil and natural gas reserves of the Corporation as shown in the Reserves Report; (B) the current production of the Corporation; or (C) the current cash flow of the Corporation, and the Corporation is not aware of any such pending or threatened action, suit, proceeding or inquiry. All operations of the Corporation and, to the knowledge of the Corporation, all operations by third parties, on or in respect of the assets and properties of the Corporation, have been conducted in accordance with good oilfield industry practices and good mining and engineering practices, as applicable, and in material compliance with applicable Laws;
(xx) the Corporation made available to Deloitte, prior to the issuance of the Reserves Report and for the purpose of preparing such report, all information reasonably requested by Deloitte, which information did not contain any material misrepresentation at the time such information was so provided. The Corporation has no knowledge of a material adverse change in any information provided to Deloitte since that date. Deloitte has represented to the Corporation that the Reserves Report fully complies with the requirements of NI 51101 as at the date thereof and the Reserves Report reasonably presents the Corporation's proved and probable reserves attributable to the properties evaluated therein, as at the date stated therein, based upon information available at the time Deloitte was prepared and the assumptions as to the commodity prices and costs contained therein;
(yy) the Reserves Report accurately and completely sets forth as at December 31, 2023, Deloitte's evaluation of the reserves in respect of the properties that are the subject of the Reserves Report and, since the date of preparation of such Reserves Report, there has been no change of which the Corporation is aware that would render either of the Reserves Report to be incorrect in any material adverse respect;

(zz) neither Deloitte nor any other independent evaluator or consultant engaged by the Corporation has updated the Reserves Reports or independently evaluated the proved or probable reserves or other resources attributable to the properties evaluated therein (or any part thereof) or the resources attributable to any other properties in which the Corporation has an interest;
(aaa) to the knowledge of the Corporation, the Corporation has not received notice of, and the Corporation does not have knowledge of, any dispute or claim, potential or otherwise, involving any Governmental Body or other person, including, without limitation, indigenous groups, which the Corporation reasonably believes would constitute a Material Adverse Change on any Mining Claims, oil and gas exploration, development or production operations of the Corporation, the quantity and pre-tax present value of estimated future net revenue values of oil and natural gas reserves of the Corporation, current production volumes of the Corporation or the current cash flow of the Corporation;
(bbb) the operations of the Corporation is and to the knowledge of the Corporation has been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of all applicable money laundering Laws (collectively, the " Money Laundering Laws "), and no action, suit or proceeding by or before any court or other Governmental Body involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened;
(ccc) the Corporation has not, directly or indirectly, (i) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any governmental agency, authority or instrumentality of any jurisdiction; or (ii) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment of gift was, is, or would be prohibited under the Canada Corruption of Foreign Public Officials Act (Canada) or the Pr oceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to the Corporation and its operations; and
(ddd) the Corporation shall use the net proceeds realized under the Offering as stated in the Final Prospectus.

8. Covenants of the Corporation

The Corporation hereby covenants to the Agent and Selling Firms that the Corporation:

(a) will advise the Agent, promptly after receiving notice or obtaining knowledge thereof, of:
(i) the issuance by any Securities Regulators in the Qualifying Provinces of any order suspending or preventing the use of any of the Offering Documents;
(ii) the suspension of the qualification of the Offered Securities and the Broker Securities in any of the Qualifying Provinces or the institution, threatening or contemplation of any proceeding for any such purposes; or
(iii) any requests made by any Securities Regulators in the Qualifying Provinces for amending or supplementing the Preliminary Prospectus or the Final Prospectus or for additional information, and will use its best efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible;

(b) will file or cause to be filed with the TSX-V all necessary documents and will take commercially reasonable steps to ensure that the Offered Shares, the Warrant Shares, the Broker Shares and the Broker Warrant Shares are eligible for listing and for trading on the TSX-V, prior to the filing of the Final Prospectus, subject only to satisfaction by the Corporation of the Standard Listing Conditions, and the Corporation shall thereafter use its reasonable best efforts to fulfil the Standard Listing Conditions within the time period prescribed by the TSX-V;
(c) will file or cause to be filed with the TSX-V all necessary documents and will take commercially reasonable steps to attempt to have listed the Warrants for trading on the TSX-V, prior to the filing of the Final Prospectus, subject only to satisfaction by the Corporation of the Standard Listing Conditions, and the Corporation shall thereafter use its reasonable best efforts to fulfil the Standard Listing Conditions within the time period prescribed by the TSX-V;
(d) will use commercially reasonable efforts to maintain its status as a "reporting issuer" (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in the Qualifying Provinces for a period of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a "reporting issuer" pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation;
(e) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; (ii) the Warrant Shares issuable upon exercise of the Warrants; (iii) the Broker Shares issuable upon exercise of the Broker Warrants; (iv) the Broker Warrant Shares issuable upon exercise of the Broker Unit Warrants and (v) the Warrants (if listing is obtained), on the TSX-V or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a "reporting issuer" pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation;
(f) will duly execute and deliver the Warrant Indenture and the Broker Warrant Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation;
(g) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on payment of the purchase price therefor;
(h) will ensure that, at the Closing Time, the Warrants and the Broker Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement, the Broker Warrants Certificates, and the Warrant Indenture, as applicable;
(i) will ensure that at all times following the grant of the Broker Warrants and prior to the expiry of the Broker Warrants, a sufficient number of Broker Shares are allotted and reserved for issuance upon the due exercise of the Broker Warrants in accordance with the terms thereof;
(j) will ensure that at all times following the grant of the Warrants and prior to the expiry of the Warrants, a sufficient number of Common Shares are allotted and reserved for issuance upon the due exercise of the Warrants in accordance with the terms of the Warrant Indenture;

(k) will ensure that, upon due exercise of the Broker Warrants in accordance with their terms, the Broker Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor and the Broker Unit Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement, the Warrant Indenture and the Broker Warrants Certificates;
(l) will ensure that at all times following the grant of the Broker Unit Warrants and prior to the expiry of the Broker Unit Warrants, a sufficient number of Broker Warrant Shares are allotted and reserved for issuance upon the due exercise of the Broker Unit Warrants in accordance with the terms of the Warrant Indenture;
(m) will ensure that, upon due exercise of the Broker Unit Warrants in accordance with the terms of the Warrant Indenture, the Broker Warrant Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor;
(n) will ensure that, upon due exercise of the Warrants in accordance with the terms of the Warrant Indenture, the Warrant Shares shall be duly issued as fully paid and nonassessable shares in the capital of the Corporation on payment of the purchase price therefor;
(o) use its best efforts to maintain the Warrant Agent or a substituted warrant agent in respect of the Warrants issued to the Purchasers until the exercise or expiry of all of such Warrants;
(p) will use the net proceeds of the Offering in the manner specified in the Final Prospectus, subject to the qualifications contained therein;
(q) use its commercially reasonable efforts to cause its directors and senior officers to enter into the Form of Lock-Up Agreement attached hereto as Schedule "C";
(r) from the date hereof until the date that is 90 days following the Closing Date, shall not, without the prior written consent of the Agent, such consent not to be unreasonably withheld or delayed, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation, except in conjunction with: (i) the grant of stock options and other similar issuances pursuant to the share incentive plan of the Corporation and other share compensation arrangements, provided that the exercise price thereof shall not be less than the Offering Price; (ii) the exercise of outstanding stock options and warrants; (iii) the issuance of securities by the Corporation in connection with acquisitions; or (iv) in the case of a person other than the Corporation, in order to accept a bona fide take-over bid made to all securityholders of the Corporation or similar business combination transaction.
(s) the Corporation shall make available senior management team and, if requested by the Agent, shall use commercially reasonable efforts to cause its reserves evaluators or auditors (including the reserves evaluators or auditors of any predecessor entity or business), as applicable, to answer any questions which the Agent, Selling Firms, or Agent's counsel may have and, to participate in one or more due diligence sessions to be held prior to the Closing Time (collectively, the " Due Diligence Sessions "). The Agent shall distribute a list of written questions to be answered in advance of such Due Diligence Sessions and the Corporation shall provide written responses to such questions and, if applicable, shall use its commercially reasonable efforts to have its auditors and reserves

evaluators, as applicable, provide written responses to such questions at the Due Diligence Sessions; and

(t) from the date hereof until 5:00 p.m. (EST) on the one year anniversary of the Closing Date, the Corporation hereby grants the Agent a right of first refusal to lead manage any offering of equity or equity-linked securities by the Corporation in Canada (a " Subsequent Financing "), with a minimum of 75% of any syndicate to be formed in respect thereof. Pursuant to a separate engagement letter, the fees for such Subsequent Financing will be negotiated in good faith and will be consistent with fees paid to investment banks in North America for similar services in comparable situations. Should the Corporation receive a proposal in connection with a Subsequent Financing from another broker/dealer during that period, the Corporation shall immediately advise the Agent of the terms and conditions of such Subsequent Financing and the Agent shall have five business days to exercise its right of first refusal to act as lead manager on the same terms and conditions as contemplated in such Subsequent Financing proposal.

9. Representations and Warranties of the Agent

The Agent hereby represents, warrants and covenants to the Corporation, and acknowledges that the Corporation is relying upon each of such representations, warranties and covenants in entering into the transactions contemplated hereby, as follows:

(a) the Agent is, and will remain, until the completion of the Offering, appropriately registered under Applicable Securities Laws so as to permit it to lawfully fulfil its obligations hereunder and is registered as a dealer (other than as an exempt market dealer) in each of the Qualifying Provinces;
(b) the Agent has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated under this Agreement on the terms and conditions set forth herein;
(c) this Agreement has been duly authorized, executed and delivered by the Agent and constitutes a legal, valid and binding obligation of such Agent enforceable against the Agent in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, except as limited by the application of equitable principles when equitable remedies are sought and except as rights to indemnity, contribution and waiver of contribution may be limited by applicable Laws;
(d) the Agent will offer the Offered Securities for sale to the public in the Qualifying Provinces, directly and through sub-agents, if any, in compliance with Applicable Securities Laws and upon the terms and conditions set forth in this Agreement;
(e) the Agent will conduct activities in connection with the Offering in compliance with all Securities Laws and upon the terms and conditions set forth in the Final Prospectus and this Agreement and cause its sub-agents, if any, to comply with such covenant in connection with the distribution of the Offered Securities;
(f) the Agent will refrain from advertising the Offering by (A) printed public media of general and regular paid circulation, (B) radio, (C) television or (D) telecommunications, including electronic display and not make use of any green sheet or other internal marketing document without the prior written consent of the Corporation, such consent to be promptly considered and not to be unreasonably withheld; and

(g) the Agent will comply with, and ensure that its directors, officers, employees and affiliates comply with all applicable market stabilization rules and requirements of the Securities Commissions and Applicable Securities Laws.

10. Conditions of Closing

The following are conditions precedent to the obligations of the Agent to complete the Closing and of the Purchasers to purchase the Offered Securities at the Closing Time, which conditions the Corporation covenants and agrees to use its best efforts to fulfil within the time set out herein therefor, and which conditions may be waived in writing in whole or in part by the Agent:

(a) the Corporation shall have caused its counsel, Stikeman Elliott LLP, to deliver to the Agent customary legal opinions dated and delivered on the Closing Date addressed to the Agent and the Purchasers, in form and substance satisfactory to the Agent acting reasonably, with respect to the following matters:
(i) based solely on a review of lists published by Securities Regulators, the Corporation being a "reporting issuer", or its equivalent, in each of the Qualifying Provinces and not in default under Applicable Securities Laws in the Qualifying Provinces;
(ii) the Corporation being a corporation existing under the laws of the Business Corporations Act (Alberta);
(iii) the Corporation having the corporate power and capacity to own and lease its property and assets and to conduct its Business as described in the Final Prospectus;
(iv) relying solely on a report of the Corporation's transfer agent, the authorized and issued share capital of the Corporation;
(v) the Corporation having all necessary corporate power and capacity to execute and deliver the Transaction Documents and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities and the Broker Securities, to issue the Warrant Shares issuable upon the exercise of the Warrants, to issue the Broker Shares and Broker Unit Warrants underlying the Broker Units issuable upon the exercise of the Broker Warrants and to issue the Broker Warrant Shares issuable upon the exercise of the Broker Unit Warrants;
(vi) the Corporation has the necessary corporate power and authority to sign and deliver the Preliminary Prospectus and the Final Prospectus and all necessary corporate action having been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions;
(vii) the Offered Shares having been duly and validly authorized for issuance and that, at the Closing Time and upon payment of the purchase price therefor and the issuance thereof, the Offered Shares will be duly and validly issued as fully paid and non-assessable Common Shares;
(viii) the form and terms of the Broker Warrant Certificates having been approved by the board of directors of the Corporation;

(ix) the Warrants and the Broker Warrants have been validly authorized, issued and created;
(x) the Warrant Shares issuable upon exercise of the Warrants having been reserved for issuance by the Corporation and, upon the payment of the exercise price therefor and the issue thereof in accordance with the terms of the Warrant Indenture, being validly issued as fully paid and non-assessable Common Shares;
(xi) the Broker Shares and Broker Unit Warrants underlying the Broker Units issuable upon the exercise of the Broker Warrants having been reserved for issuance by the Corporation and, upon the payment of the exercise price therefor and the issue thereof in accordance with the terms of the Broker Warrant Certificates, such Broker Shares being validly issued as fully paid and non-assessable Common Shares and such Broker Unit Warrants being validly authorized, issued and created;
(xii) the Broker Warrant Shares issuable upon the exercise of the Broker Unit Warrants having been reserved for issuance by the Corporation and, upon the payment of the exercise price therefor and the issue thereof in accordance with the terms thereof, being validly issued as fully paid and non-assessable Common Shares;
(xiii) all necessary corporate action having been taken by the Corporation to authorize the execution and delivery of the Transaction Documents and the performance of its obligations hereunder and thereunder, including the issuance and sale of the Offered Securities and the Broker Securities and the issuance of the Warrant Shares upon exercise of the Warrants, and the Transaction Documents having been executed and delivered by the Corporation and constituting legal, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their respective terms, subject to standard qualifications, including that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable;
(xiv) the execution and delivery of the Transaction Documents, the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Securities and the Broker Securities and the issuance of the Warrant Shares upon exercise of the Warrants, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both: (i) the provisions of the Business Corporations Act (Alberta) or the regulations thereunder, or (ii) the constating documents and by- laws of the Corporation;
(xv) all necessary documents having been filed, all requisite proceedings having been taken and all approvals, permits, authorizations and consents of the appropriate regulatory authority in each of the Qualifying Provinces having been obtained by the Corporation to qualify the distribution of the Offered Securities through persons who are registered under Applicable Securities Laws and who have complied with the relevant provisions of Applicable Securities Laws;
(xvi) subject to the qualifications set out in the Preliminary Prospectus and the Final Prospectus under the headings " Eligibility for Investment " the Offered Shares, the Warrants underlying the Units and the Warrant Shares underlying the Warrants are "qualified investments" for Exempt Plans, and the statements in the Preliminary Prospectus and the Final Prospectus under the headings " Eligibility for Investment ", constitute a fair summary of the matters discussed therein;

(xvii) the attributes of the Offered Securities are consistent, in all material respects, with the descriptions in the Preliminary Prospectus and the Final Prospectus;
(xviii) all necessary documents have been filed, all proceedings have been taken and all legal requirements have been fulfilled as required under the Applicable Securities Laws in order to qualify the Broker Securities for distribution in the Qualifying Provinces by or through investment dealers or brokers who are registered under the Applicable Securities Laws and who have complied with the relevant provisions of the Applicable Securities Laws;
(xix) the issue and delivery by the Corporation in the Qualifying Provinces of the Offered Shares and Warrants and the issue and delivery of Warrant Shares to the holders of Warrants upon their exercise pursuant to the terms of the Warrant Indenture being exempt from, or not subject to, the prospectus requirements of Applicable Securities Laws and no prospectus or other documents being required to be filed, proceedings taken or approvals, permits, consents or authorizations required to be obtained under Applicable Securities Laws (other than such as will have already been filed or obtained) to permit such issue;
(xx) the first trade in, or resale of, the Offered Shares and Warrants and the first trade in Warrant Shares issuable upon exercise of Warrants being exempt from, or not subject to, the prospectus requirements of Applicable Securities Laws and no prospectus or other documents being required to be filed, proceedings taken or approvals, permits, consents or authorizations required to be obtained under Applicable Securities Laws (other than such as will have already been filed or obtained) to permit such trade, provided that the trade will not be a "control distribution" (as defined in National Instrument 45-102 — Resale of Securities ), the Corporation is a reporting issuer at the time of the trade, and such trade is not a transaction or series of transactions involving purchases and sales or repurchases and resales in the course of or incidental to a "distribution" (as defined under Applicable Securities Laws);
(xxi) the issue and delivery by the Corporation in the Qualifying Provinces of Broker Shares and Broker Unit Warrants to the holders of Broker Warrants upon their exercise pursuant to the terms of the Broker Warrant Certificates and the issue and delivery of Broker Warrant Shares to the holders of Broker Unit Warrants upon their exercise pursuant to the terms thereof being exempt from, or not subject to, the prospectus requirements of Applicable Securities Laws and no prospectus or other documents being required to be filed, proceedings taken or approvals, permits, consents or authorizations required to be obtained under Applicable Securities Laws (other than such as will have already been filed or obtained) to permit such issue;
(xxii) the first trade in, or resale of, the Broker Shares and Broker Unit Warrants issuable upon exercise of Broker Warrants and the Broker Warrant Shares issuable upon exercise of Broker Unit Warrants being exempt from, or not subject to, the prospectus requirements of Applicable Securities Laws and no prospectus or other documents being required to be filed, proceedings taken or approvals, permits, consents or authorizations required to be obtained under Applicable Securities Laws (other than such as will have already been filed or obtained) to permit such trade, provided that the trade will not be a "control distribution" (as defined in National Instrument 45-102 — Resale of Securities ), the Corporation is a reporting issuer at the time of the trade, and such trade is not a transaction or series of transactions involving purchases and sales or repurchases and resales in the course of or incidental to a "distribution" (as defined under Applicable Securities Laws);

(xxiii) relying solely upon communication from the TSX-V, (i) the Offered Shares; (ii) the Warrant Shares; (iii) the Broker Shares issuable upon exercise of the Broker Warrants; (iv) the Broker Warrant Shares issuable upon exercise of the Broker Unit Warrants, and (v) the Warrants (if listing is obtained), are eligible for listing on the TSX-V subject only to the Standard Listing Conditions;
(xxiv) Computershare Trust Company of Canada having been duly appointed as the warrant agent pursuant to the Warrant Indenture; and
(xxv) Computershare Trust Company of Canada having been duly appointed as the transfer agent and registrar for the Common Shares.

In connection with such opinions, counsel to the Corporation may rely on the opinions of local counsel in the Qualifying Provinces acceptable to counsel to the Agent, acting reasonably, as to qualification for distribution of the Offered Securities and the Broker Securities or opinions may be given directly by local counsel of the Corporation with respect to those items and as to other matters governed by the laws of jurisdictions other than the Province of Alberta and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and others which legal counsel may rely upon, as to matters of fact, certificates of public officials and officers of the Corporation, and letters or other communication from stock exchange representatives and transfer agents, and may in turn rely on the representations and warranties of the Corporation and the Agent in this Agreement and any schedule, exhibit or annex;

(b) the Agent shall have received on the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Agent and its legal counsel, acting reasonably, addressed to the Agent from Carter Ledyard & Milburn LLP, special U.S. legal counsel to the Corporation, which legal counsel may rely upon, as to matters of fact, certificates of public officials and officers of the Corporation, and letters from stock exchange representatives and transfer agents, and may in turn rely on the representations and warranties of the Corporation and the Agent in this Agreement and any schedule, exhibit or annex, of the U.S. Affiliate(s) in the Agent's certificates, and certificates of officers of the Corporation, to the effect that the offer and sale of the Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons, is not required to be registered under the 1933 Act, provided that such offers and sales are made in accordance with this Agreement, including Schedule "A" to this Agreement, subject to the usual and customary assumptions, limitations and qualifications; it being understood that no opinion is expressed or will be expressed as to any exercise of the Warrants, or subsequent transfer or resale of any Offered Securities (including the Common Shares and Warrants comprising the Units or the Warrant Shares);
(c) the Agent shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of the Corporation, or such other officer(s) of the Corporation as the Agent may agree, certifying for and on behalf of the Corporation with respect to: (i) the constating documents of the Corporation; (ii) the resolutions of the Corporation's board of directors relevant to the Offering and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation;
(d) the Corporation shall cause the Auditors to deliver to the Agent a customary comfort letter, dated as of the Closing Date, in form and substance satisfactory to the Agent, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in subsection 4(a)(iii) hereof;

(e) the Agent shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Corporation, or such other officers of the Corporation as the Agent may request, certifying for and on behalf of the Corporation, after having made due enquiry and after having carefully examined the Final Prospectus and any Supplementary Material, that:
(i) the Corporation has complied with all of the covenants and satisfied all of the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time in all material respects;
(ii) no order, ruling or determination having the effect of ceasing or suspending the trading in the Common Shares or prohibiting the sale of the Offered Securities or any other securities of the Corporation has been issued by any regulatory authority and continuing in effect and no proceedings for such purpose having been instituted or, to the knowledge of such officers, pending, contemplated or threatened under any relevant securities laws (including Applicable Securities Laws) or by any regulatory authority;
(iii) subsequent to the respective dates as at which information is given in the Final Prospectus, there has not occurred a Material Adverse Change or any change or development involving a prospective Material Adverse Change, other than as disclosed in the Final Prospectus or any Supplementary Material, as the case may be;
(iv) no material change relating to the Corporation has occurred since the date hereof with respect to which the requisite material change report has not been filed and no such disclosure having been made on a confidential basis that remains confidential; and
(v) the representations and warranties of the Corporation contained in this Agreement and in any certificates of the Corporation delivered pursuant to or in connection with this Agreement, are true and correct as at the Closing Time in all material respects, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreement;
(f) all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by the Corporation under Applicable Securities Laws in the Qualifying Provinces necessary for the offer and sale of the Offered Securities, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, will have been made or obtained, as applicable (other than, in respect of the Offering, the filing of reports required under Applicable Securities Laws in the Qualifying Provinces within the prescribed time periods and the filing of standard documents with the TSX-V, which documents will be filed as soon as practicable after the Closing Date and, in any event, within such deadline as may be imposed by such Applicable Securities Laws or the TSX-V);
(g) evidence satisfactory to the Agent that the (i) the Offered Shares; (ii) the Warrant Shares; (iii) the Broker Shares issuable upon exercise of the Broker Warrants; (iv) the Broker Warrant Shares issuable upon exercise of the Broker Unit Warrants. and (v) the Warrants (if listing is obtained), are eligible to be listed on the TSX-V subject only to the Standard Listing Conditions, and upon notice to the TSX-V shall be posted for trading as at the opening of business on the Closing Date;
(h) the Agent shall have received a certificate from Computershare Trust Company of Canada as to the number of Common Shares issued and outstanding as at the date immediately prior to the Closing Date;

(i) the Agent shall have received a certificate of status (or the equivalent) in respect of the Corporation issued by the appropriate regulatory authority in the jurisdiction in which the Corporation is incorporated, amalgamated or continued, as the case may be, which certificate shall be dated no more than two Business Days prior to the Closing Date; and
(j) the Agent shall have received duly executed copies of the Broker Warrant Certificates in form and substance satisfactory to the Agent, acting reasonably.

11. Closing

The Closing shall be completed via electronic exchange of documents unless otherwise agreed to by the Corporation and the Agent.

At or prior to the Closing Time, the Corporation shall duly and validly deliver to the Agent one or more certificate(s) in definitive form (including such other form of evidence of ownership) or in the form of an electronic deposit pursuant to the non-certificated issue system maintained by CDS Clearing and Depository Services Inc. representing the Offered Securities registered in such name or names as the Agent may notify the Corporation in writing, against payment by the Agent to the Corporation, at the direction of the Corporation, in the lawful money of Canada by wire transfer or, if permitted by applicable law, by certified cheque or bank draft, payable at par in Calgary, Alberta, of an amount equal to the proceeds of the Offering net of the Agent's Fees and estimated Agent's Expenses in accordance with Section 13 hereof.

12. Over-Allotment Option

(a) The Agent may exercise the Over-Allotment Option from time to time and in whole or in part during the currency thereof by delivering written notice to the Corporation (the " OverAllotment Notice ") which notice shall set forth (i) the aggregate number of Additional Securities to be issued and sold; and (ii) the Closing Date for the Additional Securities.
(b) The offer and sale of Additional Units, Additional Shares and/or Additional Warrants shall be completed in accordance with Section 11 hereof.
(c) The applicable terms, conditions and provisions of this Agreement (including the provisions of Section 10 hereof relating to conditions of closing) shall apply mutatis mutandis to the Closing of the issuance of any Additional Securities pursuant to any exercise of the OverAllotment Option.
(d) In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the Purchase Price and to the number of Additional Units, Additional Shares and/or Additional Warrants issuable on exercise thereof such that the Agent is entitled to arrange for the sale of the same number and type of securities that the Agent would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or other change.

13. Expenses

The Corporation shall pay all reasonable expenses and fees in connection with the Offering including, without limitation: (i) all expenses of or incidental to the creation, issue, sale or distribution of the Offered Securities; (ii) the fees and expenses of the Corporation's legal counsel, auditors and other advisors; (iii) all costs incurred in connection with the preparation of documentation related to the Offering, including filing fees; (iv) the fees and disbursements of the Agent's legal counsel and all applicable taxes thereon (subject to the maximum amount set forth in the Engagement Letter); and (v) all out-of-pocket and travel expenses

of the Agent plus all taxes thereon (subject to the maximum amount set forth in the Engagement Letter) ((iv) and (v) collectively, the " Agent's Expenses "). All expenses payable by the Corporation to the Agent in accordance with this Agreement shall be payable whether or not the Offering is completed. Such fees and expenses shall be deducted from the gross proceeds otherwise payable to the Corporation at the Closing Time. Where taxes are applicable and payable by the Agent under the terms of this Agreement, an additional amount will be charged to and shall be payable by the Corporation to the Agent at the Closing Time from the gross proceeds of the Offering to reimburse the Agent for such taxes.

14. Indemnities

The Corporation (in this Section 14, the " Indemnitor ") agrees to indemnify and hold harmless the Agent, Selling Firms, each of their subsidiaries and affiliates and each of their respective directors, officers, employees, partners, agents, shareholders and advisors and each other person, if any, controlling the Agent or Selling Firm or any of their subsidiaries, affiliates and each shareholder of the Agent or Selling Firm (collectively, the " Indemnified Parties " and individually, an " Indemnified Party "), to the full extent lawful, from and against any and all expenses, losses, claims, including shareholder actions, derivative or otherwise, actions, costs, damages and liabilities, joint or several, (including, without limitation, the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity) to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, actions, costs, damages or liabilities relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the this Agreement, the engagement of the Agent under this Agreement, the performance of professional services rendered to the Indemnitor by the Agent under this Agreement or otherwise in connection with the matters referred to in this Agreement. The Indemnitor hereby waives any right the Indemnitor may have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity. Notwithstanding the foregoing, in no event shall the Indemnitor be liable for any loss of future profits of an Indemnified Party in connection with this indemnity.

Notwithstanding the foregoing, this entire indemnity provision shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such expenses, losses, claims, actions, costs, damages or liabilities to which the Indemnified Party may be subject were primarily caused by the fraud, gross negligence or willful misconduct of the Indemnified Party.

The Indemnitor also agrees that no Indemnified Party will have any liability (either direct or indirect, in contract or tort or otherwise) to the Indemnitor or any person asserting claims on the Indemnitor's behalf or in right for or in connection with this Agreement, the engagement of Agent thereunder, the performance of professional services rendered to the Indemnitor by the Agent under this Agreement or otherwise in connection with the matters referred to in this Agreement, except to the extent that any expenses, losses, claims, actions, costs, damages or liabilities incurred by the Indemnitor are determined by a court of competent jurisdiction in a final judgement that has become non-appealable to have been primarily caused by the fraud, gross negligence or willful misconduct of such Indemnified Party.

If for any reason (other than a determination as to any of the events referred to in the second paragraph of this Section 14) the foregoing indemnification is unavailable to any Indemnified Party or is insufficient to hold any Indemnified Party harmless, the Indemnitor shall contribute to the amount paid or payable by any Indemnified Party as a result of such expense, loss, claim, action, cost, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and any Indemnified Party on the other hand but also the relative fault of the Indemnitor or any Indemnified Party as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by any Indemnified Party as a result of such expense, loss, claim, action, cost, damage or liability any excess of such amount over the amount of the fees received by the Agent under this Agreement.

The Indemnitor agrees that in case any action, suit, proceeding or claim shall be brought against the Indemnitor and/or any Indemnified Party by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Indemnitor and/or any Indemnified Party and such Indemnified Party shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with or by reason of this Agreement, the engagement of the Agent thereunder, the performance of professional services rendered to the Indemnitor by the Agent under this Agreement or otherwise in connection with the matters referred to in this Agreement, such Indemnified Party shall have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs and out-of-pocket expenses incurred by its, or any of its affiliates, directors, officers, employees, partners or agents in connection therewith shall be paid by the Indemnitor as they occur.

Promptly after receiving notice of an action, suit, proceeding or claim against any Indemnified Party or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, an Indemnified Party will notify the Indemnitor in writing of the particulars thereof, will provide copies of all relevant documentation to the Indemnitor and, unless the Indemnitor assumes the defence thereof, will keep the Indemnitor advised of the progress thereof and will discuss all significant actions proposed. The omission to notify the Indemnitor shall not relieve the Indemnitor of any liability which the Indemnitor may have to any Indemnified Party except only to the extent that any such delay in or failure to give notice as herein required materially prejudices the defence of such action, suit, proceeding, claim or investigation or results in any material increase in the liability which the Indemnitor would otherwise have under this indemnity had an Indemnified Party not so delayed in or failed to give the notice required hereunder.

The Indemnitor shall have 30 days after receipt of the notice, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence thereof, provided such defence is conducted by experienced and competent counsel. Upon the Indemnitor notifying the Indemnified Party in writing of its election to assume the defence and retaining counsel, the Indemnitor shall not be liable to an Indemnified Party for any legal expenses subsequently incurred by it in connection with such defence. If such defence is not assumed by the Indemnitor, the Indemnified Parties, throughout the course thereof, shall provide copies of all relevant documentation to the Indemnitor, shall keep the Indemnitor advised of the progress thereof and shall discuss with the Indemnitor all significant actions proposed. If such defence is assumed by the Indemnitor, the Indemnitor throughout the course thereof will provide copies of all relevant documentation to the Indemnified Party, will keep the Indemnified Party advised of the progress thereof and will discuss with the Indemnified Party all significant actions proposed.

Notwithstanding the foregoing paragraph, any Indemnified Party shall have the right, at the Indemnitor's expense, to employ counsel of such Indemnified Party's choice, in respect of the defence of any action, suit, proceeding, claim or investigation if: (i) the employment of such counsel has been authorized by the Indemnitor; or (ii) the Indemnitor has not assumed the defence and employed counsel therefor within 30 days after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Indemnitor or the Indemnified Party has advised the Indemnified Party that representation of both parties by the same counsel would be inappropriate because there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnitor (in which event and to that extent, the Indemnitor shall not have the right to assume or direct the defence on the Indemnified Party's behalf) or that there is a conflict of interest between the Indemnitor and the Indemnified Party or the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set forth herein (in either of which events the Indemnitor shall not have the right to assume or direct the defence on the Indemnified Party's behalf).

No admission of liability and no settlement of any action, suit, proceeding, claim or investigation shall be made without the consent of the Indemnified Parties affected, such consent not to be unreasonably withheld. No admission of liability shall be made and the Indemnitor shall not be liable for any settlement of any action, suit, proceeding, claim or investigation made without its consent, such consent not to be unreasonably withheld.

The Indemnitor hereby constitutes the Agent as trustee for the other Indemnified Parties of the Indemnitor's covenants under this indemnity with respect to such persons and the Agent agrees to accept such trust and to hold and enforce such covenants on behalf of such persons.

This indemnity and contribution obligations of the Indemnitor hereunder shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Indemnified Parties and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor and any Indemnified Party. The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of the authorization given by this Agreement.

15. Termination Rights

(a) In addition to any other remedies which may be available to the Agent, any Agent shall be entitled to terminate and cancel, without any liability on its part or on the part of the other Agent, all of its obligations under this Agreement and the obligations of any Person whom the Agent have solicited to purchase the Offered Securities, by notice in writing to that effect delivered to the Corporation prior to the Closing Time if:
(i) there shall be any material change or a change in any material fact or a new material fact shall arise or there should be discovered any previously undisclosed material fact required to be disclosed or any amendment thereto, in each case, that has or would be expected to have, in the reasonable opinion of any Agent, a significant adverse change or effect on the business or affairs of the Corporation or on the market price or the value of the securities of the Corporation;
(ii) there should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, terrorism, or accident) or major financial occurrence of national or international consequence or a new or change in any law or regulation which in the reasonable opinion of any Agent, seriously adversely affects or involves or may seriously adversely affect or involve the financial markets in Canada and the United States generally or the business, operations or affairs of the Corporation or the market price or value of the securities of the Corporation;
(iii) (A) any order to cease or suspend trading in any securities of the Corporation or prohibiting or restricting the distribution of its Common Shares, is made or proceedings are announced or commenced for the making of any such order, by any Securities Commission or similar regulatory authority, stock exchange on which the securities of the Corporation are listed or by any other competent authority, and has not been rescinded, revoked or withdrawn; (B) any material inquiry, action, suit, proceeding or investigation (whether formal or informal) is commenced, announced or threatened in relation to the Corporation or any one of the officers or directors of the Corporation or any of its principal shareholders where wrongdoing is alleged or any material order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including the TSX-V or securities authority; or (C) there is any change of law, regulation, or policy or interpretation or administration thereof, if, in the reasonable opinion of any Agent, the announcement or commencement thereof or change, as the case may be, materially adversely affects the trading or distribution of the securities of the Corporation;
(iv) the Agent shall become aware, as a result of their due diligence review or otherwise, of any adverse material information, fact or change (in the sole opinion of the Agent, acting reasonably) with respect to the Corporation which had not

been publicly disclosed or disclosed in writing to the Agent prior to the date hereof or which occurred after the date hereof but prior to the Closing Time; or

(v) the state of the financial markets in Canada or elsewhere where it is planned to market the securities is such that in the reasonable opinion of any Agent the Offered Units cannot be profitably marketed.

If an Agent terminates this Agreement pursuant to this Section there shall be no further liability on the part of that Agent or of the Corporation to that Agent except in respect of any liability which may have arisen or may thereafter arise under Sections 13, 14 or 15 hereof.

(b) In addition to any other remedies which may be available to the Corporation, the Corporation shall, in its discretion, be entitled to terminate and cancel, without any liability on its part, all of its obligations under this Agreement, by notice in writing to that effect delivered to the Agent prior to the Closing Time. If the Corporation terminates this Agreement pursuant to this Section there shall be no further liability on the part of Agent or of the Corporation except in respect of any liability which may have arisen or may thereafter arise under Sections 13, 14 or 15 hereof.

16. Breach of Agreement

All terms and conditions of this Agreement to be performed or satisfied by the Corporation shall be constituted as conditions and any material breach of, or failure by the Corporation to comply with, any term or condition of this Agreement shall entitle the Agent, acting reasonably, on behalf of the Purchasers of the Offered Securities, to terminate their respective obligations to purchase the Offered Securities by notice to that effect given to the Corporation prior to the Closing Time. In the event of any such termination, there shall be no further liability on the part of the Corporation or the Agent except in respect of any liability which may have arisen or may thereafter arise under Sections 13, 14 or 15 hereof. The Agent may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other terms and conditions or any other or subsequent breach or non-compliance provided, however, that any waiver or extension must be in writing and signed by the Agent in order to be binding upon it.

17. Notices

Any notice under this Agreement shall be given in writing and delivered by either mail or email to the party to receive such notice at the addresses indicated below:

To the Corporation:

Tuktu Resources Ltd. 960, 630 – 6th Avenue S.W. Calgary, Alberta T2P 0S8

Attention: Tim De Freitas, President and Chief Executive Officer email: [email protected]

with a copy to:

Stikeman Elliott LLP Suite 4200, 888 – 3rd Street S.W. Calgary, Alberta T2P 5C2 Attention: Sony Gill email: [email protected]

to the Agent:

Canaccord Genuity Corp. 421 – 7th Avenue S.W. Calgary, Alberta T2P 4K9 Attention: Anthony Petrucci email: [email protected]

with a copy (but not as notice) to:

DLA Piper (Canada) LLP Suite 1000, 150 — 2nd Street S.W. Calgary, Alberta T2P 0C1 Attention: Trevor Wong-Chor email: [email protected]

or to such other address as any of the parties may designate by notice given to the others.

Any notice or other communication required or permitted under this Agreement shall be deemed to have been duly given and made if (a) in writing and served by personal delivery upon the party for whom it is intended; (b) if delivered by email upon receipt confirmed; or (c) if delivered by certified mail, registered mail or courier service, upon the earlier of (i) return receipt received to the party at the address set forth below, to the persons indicated or (ii) one Business Day following sending such certified mail, registered mail or courier service.

18. Agent's Obligations.

The Agent's obligations and rights and benefits hereunder shall be as to the following percentages:

Canaccord - 100%

19. Obligations of the Agent.

The Corporation acknowledges and agrees that: (a) no Agent has assumed or will assume a fiduciary responsibility in favour of the Corporation with respect to the Offering contemplated hereby or the process leading thereto and no Agent has any obligation to the Corporation with respect to the Offering contemplated hereby except the obligations expressly set forth in this Agreement; (b) the Agent and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Corporation; and (c) the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the Offering contemplated hereby and the Corporation has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

20. Survival

The obligations of the Corporation set out in Sections 13, 14 and 15 shall survive the purchase of the Offered Securities by the Purchasers and shall continue in full force and effect unaffected by any subsequent disposition of the Offered Securities. All other representations, warranties, covenants, and agreements of the Corporation contained herein or contained in any document submitted pursuant to this Agreement or in connection with the purchase of the Offered Securities shall survive the purchase of the Offered Securities by the Purchasers and shall continue in full force and effect unaffected by any subsequent disposition of the Offered Securities, for a period of two years from the Closing Date.

21. Entire Agreement

This Agreement constitutes the entire agreement between the parties pertaining to the Offering and the transactions contemplated thereby and supersedes any and all prior negotiations, agreements and understandings between the parties pertaining to the Offering and the transactions contemplated thereby. The parties hereby agree, confirm and acknowledge that the provision entitled "Right of Participation" in the Engagement Letter and the provisions relating to expense reimbursement in the Engagement Letter will remain in full force and effect following the entering into of this Agreement by the parties.

22. Further Assurances.

Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

23. Severability

If any provision of this Agreement is determined to be void or unenforceable, in whole or in part, such void or unenforceable provision shall not affect or impair the validity of any other provision of this Agreement and shall be severable from this Agreement.

24. Counterparts

This Agreement may be executed in any number of counterparts and by fax or email all of which when taken together shall be deemed to be one and the same document and not withstanding its actual date of execution shall be deemed to be dated as of the date first above written.

25. General

The Agreement shall be governed by and interpreted in accordance with the laws of Alberta and the federal laws of Canada applicable therein and time shall be of the essence hereof. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the courts of Alberta with respect to any matter arising hereunder or related thereto.

26. Successors and Assigns

The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Corporation and the Agent and its respective successors and permitted assigns.

27. Effective Date.

This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

[Signature Page Follows.]

If the above is in accordance with your understanding, please sign and return to the Agent a copy of this letter, whereupon this letter and your acceptance shall constitute a binding agreement between the Corporation and the Agent.

CANACCORD GENUITY CORP.

Per: (signed) "Anthony Petrucci" Anthony Petrucci Managing Director

The above offer is hereby accepted and agreed to as of the date first above written.

Per: (signed) "Tim De Freitas" Tim De Freitas President and Chief Executive Officer

SCHEDULE "A" UNITED STATES OFFERS AND SALES

This is Schedule "A" to the Agency Agreement dated as of November 18, 2024 between Tuktu Resources Ltd. and the Agent referenced therein.

As used in this Schedule "A" and related appendices, capitalized terms used but not defined herein will have the meanings ascribed to them in the Agency Agreement to which this Schedule "A" is annexed and the following terms will have the meanings indicated:

SCHEDULE A UNITED STATES OFFERS AND SALES

Definitions

As used in this Schedule "A", the following terms shall have the meanings indicated:

" Directed Selling Efforts " means directed selling efforts as that term is defined in Rule 902(c) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule "A", it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Securities and shall include, without limitation, the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of any of the Offered Securities;

" Disqualification Event " means any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D;

" Foreign Issuer " means "foreign issuer" as that term is defined in Rule 902(e) of Regulation S;

" General Solicitation " and " General Advertising " mean "general solicitation" and "general advertising", respectively, as used in Rule 502(c) under the 1933 Act, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

" Investment Company Act " means the United States Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder;

" Offered Securities " means, together, the Offered Units and the Additional Securities, if any.

" Offshore Transaction " means and "offshore transaction" as that term is defined in Rule 902(h) of Regulation S;

" Qualified Institutional Buyers " has the meaning given to it in Rule 144A;

" Qualified Institutional Buyer Purchaser Letter " means the Qualified Institutional Buyer Purchaser Letter in the form attached as Appendix I to the U.S. Offering Memorandum;

" Regulation D " means Regulation D adopted by the SEC under the 1933 Act;

" Regulation S " means Regulation S adopted by the SEC under the 1933 Act;

" Substantial U.S. Market Interest " means "substantial U.S. market interest" as that term is defined in Rule 902(j) of Regulation S;

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" U.S. Accredited Investor " means an "accredited investor" within the meaning of Rule 501(a) of Regulation D; and

" U.S. Accredited Investor Certificate " means the U.S. Accredited Investor Certificate in the form attached as Appendix II to the U.S. Offering Memorandum.

All other capitalized terms used but not otherwise defined in this Schedule "A" shall have the meanings given to them in the Agency Agreement to which this Schedule "A" is attached and of which this Schedule "A" forms a part.

Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants and covenants to the Agent and its U.S. Affiliates that:

(a) it is, and at each closing will be, a Foreign Issuer that reasonably believes that there is no Substantial U.S. Market Interest in its Common Shares or any other class of its equity securities, as such term is defined in Regulation S;
(b) during the period that the Offered Securities are, or were offered for sale, neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the Agent, the U.S. Affiliates or any Selling Firm, as to whom the Corporation makes no representation), directly or indirectly: (i) has made or will make any Directed Selling Efforts; (ii) has engaged in or will engage in any form of General Solicitation or General Advertising or any matter involving a public offering within the meaning of Section 4(a)(2) of the 1933 Act with respect to offers or sales of the Offered Securities; (iii) has taken or will knowingly take any action that would cause the exclusion from registration provided by Regulation S or the exemption from registration provided by Section 4(a)(2) under the 1933 Act and/or Regulation D (or any other U.S. private resale exemption thereunder being relied upon in connection with offers and sales of the Offered Securities, including any applicable U.S. state securities laws) to be unavailable for offers and sales of the Offered Securities pursuant to the Agreement and this Schedule "A";
(c) The Corporation acknowledges that the Offered Securities have not been and will not be registered under the 1933 Act or any state securities laws and that the Offered Securities may be offered and sold only in transactions exempt from or not subject to the registration requirements of the 1933 Act and applicable state securities laws. Except with respect to offers and sales in accordance with the Agency Agreement (including this Schedule "A") in the United States or to, or for the account or benefit of, persons in the United States or U.S. persons that are (i) Qualified Institutional Buyers that are also U.S. Accredited Investors and (ii) U.S. Accredited Investors, in each case pursuant to Section 4(a)(2) under the 1933 Act and/or Rule 506(b) of Regulation D, and, in each case, pursuant to similar exemptions under applicable state securities laws, neither the Corporation nor any of its affiliates, nor any person acting on any their behalf (other than the Agent, the U.S. Affiliates or any Selling Firm, as to whom the Corporation makes no representation), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any of the Offered Securities in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person; or (B) any sale of the Offered Securities unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States and not a U.S. Person, or (ii) the Corporation, its affiliates, and any person acting on any of their behalf reasonably believe that the purchaser is outside the United States and not a U.S. Person;
(d) none of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Agent, the U.S. Affiliates or any Selling Firm, as to whom the Corporation makes no representation) (i) has offered or will knowingly offer to sell, or has solicited or will solicit offers to buy, any of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Person, by means of any form of General Solicitation or General Advertising

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or in any manner involving a public offering within the meaning of Section 4(a)(2) of the 1933 Act in connection with the offer or sale of the Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons; (ii) has engaged or will engage in any Directed Selling Efforts or has taken or will take any action (including the sale of securities to, or for the account or benefit of, persons in the United States or U.S. Persons) that would cause the exemptions from registration provided by section 4(a)(2) under the 1933 Act and/or Rule 506(b) of Regulation D to become unavailable with respect to the offer and sale of the Offered Securities, to, or for the account or benefit of U.S. Persons or which would cause the exclusion from such registration requirements set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securities in Offshore Transactions outside the United States to non-U.S. Persons for offers and sales of the Offered Securities pursuant to this Agency Agreement; or (iii) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with respect to the offer and sale of the Offered Securities;

(e) the Corporation is not, and after giving effect to the offering of the Offered Securities and the application of the proceeds as contemplated herein and the U.S. Offering Documents will not be, registered as an investment company nor will it be required to register as an investment company within the meaning of the Investment Company Act;
(f) the Corporation has not, for a period beginning thirty days prior to the commencement of the Offering, sold, offered for sale or solicited any offer to buy any of the Corporation's securities and will not do so during the Offering or for a period of thirty days following the completion of this Offering in the United States in a manner that would be integrated with, and would cause: (i) the exemption from registration set forth in Section 4(a)(2) or the 1933 Act and/or Rule 506(b) of Regulation D to become unavailable with respect to, the offer and sale of the Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons as contemplated by this Agency Agreement; or (ii) the exclusion from the registration requirement of the 1933 Act afforded by Rule 903 of Regulation S, to become unavailable for the offer and sale of the Subscription Agreement under this Schedule A and the Agency Agreement to which it is attached;
(g) none of the Corporation or any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D;
(h) With respect to the Offered Securities offered and sold in reliance on Rule 506(b) of Regulation D, none of the Corporation, any of its predecessors, any affiliated issuer that is issuing the Offered Securities in this Offering, any director, executive officer, or other officer of the Corporation participating in the Offering, any beneficial owner of 20% or more of the Corporation's outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with the Corporation in any capacity at the time of sale of the Offered Securities (but excluding the Regulation D Agents (as defined below), as to whom no representation, warranty or covenant is made) (each, a " Company Covered Person " and, collectively, the " Company Covered Persons ") is subject to a Disqualification Event. The Corporation will notify the Agent in writing, prior to any Closing Date of (i) any Disqualification Event relating to a Company Covered Person not previously disclosed to the Agent in accordance with this section, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Company Covered Person. As of any Closing Date, the Corporation is not aware of any person (other than any Regulation D Agent Covered Person (as defined below)) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the offer and sale of any of the Offered Securities pursuant to Rule 506(b) of Regulation D;

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(i) none of the Corporation or any of its predecessors or affiliates has had the registration of a class of securities under the U.S. Exchange Act revoked by the U.S. Securities and Exchange Commission pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder; and
(j) the Corporation will, with the reasonably requested assistance and information from the Agent and U.S. Affiliates, as applicable, file within the prescribed time period(s) a Notice of Sales on Form D as required by Rule 503 of Regulation D with the United States Securities and Exchange Commission and any required filings with any applicable state securities commissions in connection with any sales of Offered Securities to (i) Qualified Institutional Buyers that are also Accredited Investors and (ii) Accredited Investors pursuant to Rule 506(b) of Regulation D.

Representations, Warranties and Covenants of the Agent

The Agent (and the Agent on behalf of its U.S. Affiliates), acknowledges, represents, warrants and covenants to the Corporation that:

(a) acknowledges that the Offered Securities (and any underlying securities) have not been and will not be registered under the 1933 Act or any state securities laws and the Offered Securities may not be offered and sold except in transactions pursuant to an exemption from, or not subject to the registration requirements, of the 1933 Act and applicable state securities laws and that the Offered Securities sold to persons in the United States or U.S. Persons will be "restricted securities" within the meaning of Rule 144(a)(3) under the 1933 Act and, with respect to U.S. Accredited Investors, shall bear a legend to such effect. It has offered for sale the Offered Securities only as follows: (a) in Offshore Transactions in accordance with Rule 903 of Regulation S; or (b) offers of the Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons that are (i) Qualified Institutional Buyers that are also U.S. Accredited Investors, and (ii) U.S. Accredited Investors purchasing in transactions that are exempt from the registration requirements of the 1933 Act pursuant to Section 4(a)(2) of the 1933 Act and/or Rule 506(b) of Regulation D, in each case in compliance with applicable state securities laws and as provided in paragraphs (b) through (q) below. Accordingly, none of the Agent, its U.S. Affiliate, any of their affiliates or any persons acting on behalf of any of them, has made or will make any: (x) offer to sell, or any solicitation of an offer to buy, any of the Offered Securities to, or for the account or benefit of, any person in the United States or any U.S. Person; (y) any sale of the Offered Securities to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States and not a U.S. Person, or such Agent, U.S. Affiliate, affiliate or person acting on any of their behalf reasonably believed that such purchaser was outside the United States and not a U.S. Person; or (z) Directed Selling Efforts;
(b) the sale of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons will be made only by the Agent or their respective U.S. Affiliates, acting as agents, (i) pursuant to Section 4(a)(2) of the 1933 Act and/or Rule 506(b) of Regulation D thereunder to persons who are, or are reasonably believed by them to be, (i) Qualified Institutional Buyers that are also U.S. Accredited Investors or (ii) Accredited Investors, and in each case, in compliance with any applicable state securities laws of the United States. Each Qualified Institutional Buyer shall have made the representations, warranties and agreements set forth in the Qualified Institutional Buyer Purchaser Letter and each U.S. Accredited Investor shall have made the representations, warranties and agreement set forth in the U.S. Accredited Investor Certificate;
(c) each offeree of the Offered Securities in the United States, or that is purchasing for the account or benefit of a U.S. Person, shall be provided with a copy of the U.S. Offering Memorandum including the preliminary U.S. Offering Memorandum. It will ensure that each

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purchaser of the Offered Securities in the United States, or that is purchasing for the account or benefit of a U.S. Person, shall (i) be provided, prior to Closing Time or, if applicable, the Over-Allotment Option Closing Time, with a copy of the U.S. Offering Memorandum including the Final Prospectus under which the sale is made, and (ii) execute and deliver to the Agent, the U.S. Affiliates and the Corporation the U.S. Accredited Investor Certificate or the Qualified Institutional Buyer Purchaser Letter, as applicable and deliver such certificates to the Corporation as soon as practicable;

(d) at least one Business Day prior to the Closing Date or, if applicable, the Over-Allotment Option Closing Date, the Agent will provide the Corporation and the Transfer Agent with a list of the names and addresses of all purchasers in the United States or those purchasing for the account or benefit of a U.S. Person (each reasonably believed to be a U.S. Accredited Investor) who were offered and sold Offered Securities by the Agent and/or through its U.S. Affiliates and the completed and executed U.S. Accredited Investor Certificate for such U.S. Accredited Investors;
(e) at least one Business Day prior to the Closing Date or, if applicable, the Over-Allotment Option Closing Date, the Agent will provide the Corporation and its transfer agent with a list of the names and addresses of all purchasers in the United states or those purchasing for the account or benefit of a U.S. Person (each reasonably believed to be a Qualified Institutional Buyer) who were offered and sold Offered Securities by the Agent and/or through its U.S. Affiliate and the completed and executed Qualified Institutional Buyer Purchaser Letters for such Qualified Institutional Buyers;
(f) the Offered Securities have not been and will not be registered under the 1933 Act or any U.S. state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the 1933 Act and applicable state securities laws. It has not offered and sold, and will not offer and sell, any of the Offered Securities except to persons it reasonably believes to be Qualified Institutional Buyers or U.S. Accredited Investors;
(g) it and its affiliates, including its U.S. Affiliate, have not, (i) either directly, or through a person acting on its or their behalf, or indirectly, solicited and will not solicit offers for, and have not offered to sell and will not offer to sell, any of the Offered Securities in the United States by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the 1933 Act in connection with the offer or sale of the Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons, or (ii) engaged or will engage in any Directed Selling Efforts or has taken or will take any action, directly or indirectly, (including the sale of securities to, or for the account or benefit of, persons in the United States or U.S. Persons) that would cause the exemptions afforded by Section 4(a)(2) of the 1933 Act and/or Rule 506(b) of Regulation D to become unavailable with respect to the offer and sale of the Offered Securities, to, or for the account or benefit of U.S. Persons or which would cause the exclusion from such registration requirements set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securities in Offshore Transactions outside the United States to non-U.S. Persons for offers and sales of the Offered Securities pursuant to this Agreement;
(h) it has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Securities except with its U.S. Affiliate, any Selling Firm or with the prior written consent of the Corporation. It shall require its U.S. Affiliate and each Selling Firm to agree, for the benefit of the Corporation, to comply with, the provisions of this Schedule "A" applicable to the Agent as if such U.S. Affiliate was a party to this Agreement;

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(i) all offers and sales of the Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons have been and shall be made by the Agent through its U.S. Affiliate (which on the dates of such offers and sales was and will be duly registered as a broker-dealer under the U.S. Exchange Act and under all applicable state securities laws in each state where offers and sales of Offered Securities have been or will be made) and such U.S. Affiliate is, and as of the Closing Date shall be, a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc. or otherwise pursuant to Rule 15a-6 under the U.S. Exchange Act and under the laws of each state where such offers and sales are made (unless exempted from such state's registration requirements) in accordance with all applicable broker-dealer laws and in compliance with this Schedule "A";
(j) it will solicit (and will cause its U.S. Affiliate to solicit, as applicable) offers for the Offered Securities in the United States and to or for the account or benefit of U.S. Persons only to, and it and they have offered and solicited only from and to persons it reasonably believes, and immediately prior to making any such offer, it had reasonable grounds to believe and did believe, to be Qualified Institutional Buyers that are U.S. Accredited Investors, or U.S. Accredited Investors. Except as set forth in the preceding sentence, the Agents have not made and will not make any offer to sell, solicitation of an offer to buy or sale of the Offered Securities unless such offer, solicitation of an offer or sale of the Offered Securities was made in an Offshore Transaction in compliance with Rule 903 of Regulation S;
(k) it will inform (and will cause its U.S. Affiliate to inform, as applicable) all purchasers of the Offered Securities in the United States or purchasing for the account or benefit of U.S. Persons or who were purchasing the Offered Securities in the United States that the Offered Securities have not been and will not be registered under the 1933 Act and are being offered and sold to such purchasers without registration under the 1933 Act in reliance upon Section 4(a)(2) and/or Rule 506(b) of Regulation D under the 1933 Act and similar exemptions from applicable state securities laws, as applicable, and that the Offered Securities are "restricted securities" within the meaning of Rule 144(a)(3) under the 1933 Act and may not be exercised, offered, sold, pledged or otherwise transferred except pursuant to a registration statement under United States federal and state securities laws or an available exemption from such registration requirements and in compliance with the restrictions set forth in the documents and agreements governing such securities;
(l) none of the Agent, its U.S. Affiliate or any person acting on any of their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offering of the Offered Securities contemplated hereby;
(m) with respect to the Offered Securities offered in reliance on Rule 506(b) of Regulation D, neither the Agent nor its affiliates (including its U.S. Affiliate) (collectively, the " Regulation D Agents "), any general partner or managing member of the Regulation D Agents, any director, executive officer or other officer of the Regulation D Agents participating in the offering of the Offered Securities or general partner or managing member of the Regulation D Agents or any officer, employee or agent of the Regulation D Agents or general partner or managing member of the Regulation D Agents that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the offer and sale of any of the Offered Securities (each, a " Regulation D Agent Covered Person " and collectively, the " Regulation D Agent Covered Persons ") is subject to any Disqualification Event, except for a Disqualification Event contemplated by Rule 506(d)(2) of the 1933 Act and a description of which has been furnished in writing to the Corporation prior to the date hereof. Each Regulation D Agent will notify the Corporation in writing, prior to any Closing Date of (i) any Disqualification Event relating to any Regulation D Agent Covered Person not previously disclosed to the Corporation in accordance with this section, and (ii) any event that would, with the passage of time, become a Disqualified Event relating to any

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Regulation D Agent Covered Person. As of the Closing Date, the Agent is not aware of any person (other than any Regulation D Agent Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in the United States and to, or for the account or benefit of U.S. Persons, in connection with the offer and sale of any of the Offered Securities pursuant to Rule 506(b) of Regulation D;

(n) it covenants and agrees that it, its Affiliates (including its U.S. Affiliate) and any person acting on its or their behalf will not pay or give any commission or other remuneration, directly or indirectly, for soliciting the purchase of the Offered Securities.
(o) prior to the Closing Time, it will deliver duly completed and executed (i) Qualified Institutional Buyer Purchaser Letter from each purchaser purchasing as a Qualified Institutional Buyer that is also a U.S. Accredited Investor, and (ii) U.S. Accredited Investor Certificates from each purchaser purchasing as a U.S. Accredited Investor;
(p) it acknowledges that the Broker Securities have not been and will not be registered under the 1933 Act or the securities laws of any state of the United States. In connection with the issuance of the Broker Warrants to it, it represents, warrants and covenants that (i) it is acquiring the Broker Warrants as principal for its own account and not for the benefit of any other person; (ii) it is not a U.S. Person and is not acquiring the Broker Warrants in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iii) the Agreement was executed and delivered outside the United States. It agrees that it will not engage in any Directed Selling Efforts with respect to any Broker Securities or Broker Warrants and they may not be offered, sold or exercised in the United States, or to or for the account or benefit of, U.S. Persons and acknowledges and agrees that the Broker Securities and Warrants (or shares upon exercise of Broker Warrants) have not been and will not be registered under the 1933 Act or the securities laws of any state of the United States; and
(q) at the Closing Time, it and its U.S. Affiliates will either (i) provide a certificate, substantially in the form of Annex 1 to this Schedule "A", or (ii) be deemed to have represented and warranted to the Corporation as of the Closing Time that neither it nor they have offered or sold any of the Offered Securities to, or for the account or benefit of, persons in the United States or to U.S. Persons.

SCHEDULE "B" AGENT'S CERTIFICATE

In connection with the private placement of Units (the " Offered Securities ") of Tuktu Resources Ltd. (the " Corporation ") in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons, the undersigned, being the Agent referred to in the Agency Agreement dated as of November ●, 2024, among the Corporation and the Agent (the " Agency Agreement "), and the placement agent in the United States for such Agent (the " U.S. Affiliate "), do hereby certify that:

the U.S. Affiliate is, and was on the date of each offer, solicitation of an offer and sale of Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the laws of each state in which such offer or sale was made (unless exempted from the respective state's broker-dealer registration requirements), and is a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc., and all offers and sales of the Offered Securities to, or for the account or benefit of persons in the United States or U.S. Persons have been and will be effected by the U.S. Affiliate in accordance with all U.S. broker-dealer requirements;
all offers and sales of the Offered Securities in the United States were made to U.S. Accredited Investors or Qualified Institutional Buyers that are also U.S. Accredited Investors;
we acknowledge that the Offered Securities have not been registered under the 1933 Act or any applicable state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of U.S. Persons, except pursuant to an available exemption from the registration requirements of the 1933 Act and applicable state securities laws;
neither we nor our representatives have utilized, and neither we nor our representatives will utilize, any form of General Solicitation or General Advertising or Directed Selling Efforts in connection with the sale of the Offered Securities;
each offeree was provided with the U.S. Offering Memorandum, and we have not used and will not use any written material other than the U.S. Offering Memorandum;
immediately prior to transmitting any of the foregoing materials to offerees that was, or was acting for the account or benefit of, a person in the United States or a U.S. Person, and we had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer that is also a U.S. Accredited Investor, or U.S. Accredited Investor, and on the date hereof, we continue to believe that each such offeree that purchases Securities from us is a Qualified Institutional Buyer that is also a U.S. Accredited Investor, or U.S. Accredited Investor, purchasing pursuant to Section 4(a)(2) of the 1933 Act and/or Rule 506(b) of Regulation D thereunder;
prior to any sale of Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons, we obtained and delivered to the Corporation, for acceptance at the Closing, as applicable, a duly executed Qualified Institutional Buyer Purchaser Letter from each Qualified Institution Buyer or a duly executed U.S. Accredited Investor Certificate from each U.S. Accredited Investor;
none of us, any Selling Firm, or any person acting on any of their behalf, have taken or will take any action, directly or indirectly, which would constitute a violation of Regulation M under the U.S. Exchange Act in connection with the offer or sale of the Offered Securities;
with respect to the Offered Securities offered in reliance on Rule 506(b) of Regulation D, none of (i) the undersigned, (ii) the undersigned's general partners or managing members, (iii) any of the undersigned's directors, executive officers or other officers participating in the offer and sale of any of the Offered Securities pursuant to Rule 506(b) or Regulation D, (iv) any of the undersigned's

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general partners' or managing members' directors, executive officers or other officers participating in the offer and sale of any of the Offered Securities pursuant to Rule 506(b) of Regulation D or (v) any Regulation D Agent Covered Person is subject to any Disqualification Event, except for a Disqualification Event contemplated by Rule 506(d)(2) of the 1933 Act and a description of which has been furnished in writing to the Corporation prior to the date hereof; and (vi) the undersigned is not aware of any person (other than any Regulation D Agent Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in the United States and to, or for the account or benefit of U.S. Persons in connection with the offer and sale of any Offered Securities pursuant to Rule 506(b) of Regulation D; and

the offering of the Offered Securities has been conducted by us in accordance with the Agency Agreement, including Schedule "A" thereto.

Terms used in this certificate have the meanings given to them in the Agency Agreement (including Schedule "A" thereto) unless otherwise defined herein.

Dated this ___ day of ______, 2024.

CANACCORD GENUITY CORP. [INSERT NAME OF U.S. AFFILIATE]

By: Name: Title:

By:

Name: Title:

SCHEDULE "C" FORM OF LOCK-UP AGREEMENT

___, 2024

TO: CANACCORD GENUITY CORP. (The "Agent")

To Whom It May Concern:

The undersigned understands that Tuktu Resources Ltd. (the " Corporation ") proposes to issue and sell units of the Corporation (each, a " Unit ", and collectively, the " Units ") by way of public offering (the " Offering "). We refer to the terms and conditions contained in the agency agreement dated November 18, 2024 (the " Agency Agreement ") between the Agent and the Corporation, pursuant to which the Agent agreed to act as agent to the Corporation to effect the Offering on a "best efforts" basis. This undertaking is given pursuant to Subsection 8(q) of the Agency Agreement. Capitalized terms used herein unless otherwise defined have the meanings specified in the Agency Agreement.

In recognition of the benefit that the Offering will confer upon the undersigned and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby undertakes in favour of the Agent that he, she or it shall not, directly or indirectly, for a period commencing upon the Closing Date and terminating on the date that is 90 days following the Closing Date (the " Lock-Up Period "):

(i) offer, sell, contract to sell, lend, swap or enter into any other agreement to transfer the economic consequences of, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, monetize, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, or publicly announce any intention to do any of the foregoing, any Common Shares of the Corporation or securities convertible into or exercisable or exchangeable for Common Shares of the Corporation held by them, directly or indirectly (collectively, the " Securities "), without first obtaining the written consent of the Agent, which consent will not be withheld unreasonably withheld or delayed (any such action is referred to herein as a " Transfer "); or
(ii) act jointly or in concert with any third party with respect to any Transfer,

whether any such transaction above is to be settled by delivery of shares of the Corporation, other securities, cash or otherwise. The undersigned acknowledges that the restrictions imposed herein are in addition to any hold periods or other trade restrictions that may be imposed by Securities Laws or the TSXV.

Notwithstanding the restrictions on Transfers described above, the undersigned may undertake any of the following:

(i) any Transfer of Securities pursuant to a bona fide third party take-over bid, merger, plan of arrangement or other similar transaction made to all holders of such Securities of the Corporation involving a change of control of the Corporation, provided that in the event that the take-over bid, merger, plan of arrangement or other such transaction is not completed, the Securities owned by the undersigned shall remain subject to the restrictions contained in this undertaking;
(ii) if the undersigned is an individual, upon the death, incapacitation, termination of employment or loss of office of such individual, the undersigned or the executor of the undersigned's estate may Transfer any or all of the undersigned's Securities to a recipient

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that agrees in writing to be bound by the terms of this agreement for the duration of the Lock-Up Period;

(iii) any Transfer of Securities to (a) a spouse, parent, child or grandchild of the undersigned (a " Relation "); (b) corporations, partnerships, limited liability companies or other entities to the extent that such entities are wholly-owned by the undersigned; (c) trusts existing solely for the benefit of the undersigned and/or a Relation, or (d) a charitable organization pursuant to a bona fide gift, solely to the extent that in clause (a), (b), (c) and (d) the recipient of the undersigned's Securities agrees in writing to be bound by the terms of this agreement for the duration of the Lock-Up Period;
(iv) the exercise of warrants or options, existing on the date of the Agency Agreement, the whole in accordance with the terms thereof; provided that any Common Shares obtained by such exercise shall remain subject to the terms of this agreement; or
(v) the sale of Common Shares solely to fund the exercise price and other expenses incurred with respect to the transaction described in clause (iv) above.

Upon completion of the Lock-Up Period and at any time thereafter, the undersigned is not restricted from making any Transfer in respect of the undersigned's Securities.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this agreement.

This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned, provided however that the undersigned shall not assign this agreement without the prior written consent of the Agent.

This agreement and the rights and obligations of the undersigned shall be governed and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

[Signature Page Follows]

Executed this __ day of _______ 2024.

Per:

Name: