Tuktu Resources Ltd. — Capital/Financing Update 2024

Nov 5, 2024

INDICATIVE TERM SHEET

TUKTU RESOURCES LTD.

MARKETED PUBLIC OFFERING OF UNITS

A preliminary short form prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities each of the provinces of Canada, except Quebec. The preliminary prospectus is still subject to completion.

The preliminary short form prospectus and any amendments to it, and the final short form prospectus will be accessible through SEDAR+. Copies of the preliminary short form prospectus and the final short form prospectus may also be obtained from Canaccord Genuity Corp. at ecm@cgf.com. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

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

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This term sheet shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

November 4, 2024

Issuer:	Tuktu Resources Ltd. (the “Company”).
Issue:	Treasury offering of up to C$10,000,000 in Units (the “Offered Securities”).
	Each Unit is comprised of one common share in the capital of the Company (“Common
	Share”) and one-half of one warrant (“Warrant”). Each full Warrant is exercisable into one
	Common Share for price of C$0.13 per Common Share for a period of 24 months from the
	Closing Date.
Issue Price:	C$0.09 per Offered Security (the “Issue Price”).
Issue Size:	Up to C$10,000,000 (the “Offering”).
Over-Allotment Option:	The Company has granted Canaccord Genuity Corp. an option to offer for sale up to
	an additional 15.0% of the Units (or components thereof), at the Issue Price,
	exercisable in whole or in part at any time for a period of 30 days after and including
	the Closing Date (the “Over-Allotment Option”).
Form of Offering:	Public offering of Offered Securities on a best efforts basis, subject to a formal agency
	agreement, including standard industry “material adverse change out”, “disaster
	out”, “regulatory out”, “market out”, “due diligence out” and “breach out” clauses
	running up to the Closing Date.
	The Offered Securities (i) will be distributed in Canada by way of a short form
	prospectus filed by the Company in all provinces of Canada, except Quebec (the
	“Canadian Jurisdictions”); (ii) may be distributed in the United States to Qualified
	Institutional Buyers (as defined in Rule 144A under the United States Securities Act of
	1933, as amended (the “U.S. Securities Act”)) pursuant to an exemption under Rule
	144A; and (iii) may be distributed outside Canada and the United States on a basis
	which does not require the qualification or registration of any of the Company’s

securities under domestic or foreign securities laws.

Use of Proceeds: The Company intends to use the net proceeds of the Offering towards its capital expenditure program (to drill development wells at Penny Upper Banff), unallocated working capital and other corporate purposes.

Listing: The Company will apply to list the Offered Securities (including the Warrants assuming there is adequate distribution of the Warrants) on the TSX Venture Exchange (the “ Exchange ”). Listing will be subject to the Company fulfilling all of the applicable listing requirements of the Exchange.

Eligibility: The Offered Securities shall be eligible for RRSPs, RRIFs, RDSPs, RESPs, TFSAs, and DPSPs.

Agents: Canaccord Genuity Corp. on behalf of a syndicate of agents

Commission: The Company will pay to the Agents, on the Closing Date, a cash commission equal to 6.0% of the gross proceeds received pursuant to the Offering (including the OverAllotment but reduced to 3.0% for gross proceeds from the President’s List). In addition, the Company will issue broker warrants to the Agents equal to 6.0% of the Offered Securities issued pursuant the Offering (including the Over-Allotment Option but excluding Offered Securities purchased by purchasers on the President’s List, for which no broker warrants shall be issued). Each broker warrant entitles the holder thereof to acquire one Offered Security at the Issue Price for a period of 24 months from the Closing Date.

Closing Date:

On or about November 21, 2024 (the “ Closing Date ”)