Tuktu Resources Ltd.

A copy of this preliminary short form prospectus has been filed with the securities regulatory authorities in all of the provinces of Canada, except Québec, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities to be offered hereunder have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the " 1933 Act "), or any state securities laws. Accordingly, these securities may not be offered, sold or delivered within the United States (as defined herein) or to the account of U.S. Persons (as such term is defined in Regulation S under the 1933 Act) except in accordance with the Agency Agreement (as defined herein) and pursuant to an exemption from the registration requirements of the 1933 Act and applicable state securities laws. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States or to or for the account or benefit of U.S. Persons. See "Plan of Distribution".

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the VicePresident, Finance and Chief Financial Officer of Tuktu Resources Ltd. at Suite 960, 630 – 6th Avenue S.W., Calgary, Alberta, T2P 0S8, Telephone: 403-613-9661, and are also available electronically at www.sedarplus.ca.

PRELIMINARY SHORT FORM PROSPECTUS

New Issue November 4, 2024

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TUKTU RESOURCES LTD.

Up to $10,000,000 Up to 111,111,111 Units

$0.09 per Unit

This preliminary short form prospectus (the " Prospectus ") qualifies the distribution (the " Offering ") of up to 111,111,111 units (the " Offered Units ") of Tuktu Resources Ltd. (" Tuktu " or the " Corporation ") at a price of $0.09 per Offered Unit (the " Offering Price "), for aggregate gross proceeds of up to $10,000,000 (the " Maximum Offering "). Each Offered Unit will entitle the holder thereof to one (1) common share in the capital of the Corporation (each, an " Underlying Share ") and one-half of one (1/2) common share purchase warrant (each whole Common Share purchase warrant, an " Underlying Warrant "). Each whole Underlying Warrant entitles the holder thereof to one (1) common share in the capital of the Corporation (each, an " Underlying Warrant Share ") at an exercise price of $0.13 per Underlying Warrant Share any time prior to the date that is 24 months from the closing of the Offering. The Underlying Warrants will be governed by a warrant indenture (the " Warrant

Indenture ") to be entered into as of the closing of the Offering between the Corporation and Computershare Trust Company as warrant trustee.

The terms of the Offering, including the Offering Price, were determined by negotiation between the Corporation and Canaccord Genuity Corp. (the " Agent "). The Offering is made on a "best efforts" agency basis pursuant to the terms of an agency agreement (the " Agency Agreement ") to be executed prior to the filing of the final short form prospectus between the Corporation and the Agent. See " Plan of Distribution ".

The issued and outstanding common shares in the capital of the Corporation (the " Common Shares ") are listed and posted for trading on the TSX Venture Exchange (the " TSX-V ") under the trading symbol "TUK". On November 1, 2024, the last trading day before the public announcement of the Offering and the date of this Prospectus, the closing price of the Common Shares on the TSX-V was $0.095. The Corporation intends to apply to list the Underlying Shares, the Underlying Warrants and the Underlying Warrant Shares on the TSX-V as soon as reasonably practicable following the filing of this Prospectus. Such listing will be subject to the Corporation fulfilling all of the listing requirements of the TSX-V.

There is currently no market through which the Underlying Warrants offered hereby may be sold, and purchasers of the Underlying Warrants may not be able to resell such Underlying Warrants purchased under this Prospectus. This may affect the pricing of the Underlying Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Underlying Warrants, and the extent of the issuer regulation. See " Risk Factors – Listing of the Warrants for Trading " and " Risk Factors – Warrants are Speculative in Nature ".

Per Offered Units ........................ Maximum Offering(3)...................	Price to the Public Agent's Fee(1) Net Proceeds to the Corporation(1)(2) $ 0.0900 $ 0.0054 $ 0.0846 $ 10,000,000(4) $ 600,000(5) $ 9,400,000

Notes:

Pursuant to the terms and conditions of the Agency Agreement, the Corporation has agreed to pay the Agent a cash commission equal to 6.0% of the gross proceeds of the Offering, including the gross proceeds raised on exercise of the Over-Allotment Option (as hereinafter defined) (the " Agent's Fee "), if any, other than the gross proceeds of sales of Offered Units made to purchasers on a president's list consisting of insiders, directors and senior officers of the Corporation, as agreed between the Corporation and the Agent (the " President's List ") in which case the Agent's Fee will be reduced to 3%. In addition, the Corporation has agreed to issue unit purchase warrants (" Offering Broker Warrants ") to the Agent equal to 6.0% of the number of Offered Units issued pursuant to the Offering, including any Offered Units issued pursuant to the exercise of the Over-Allotment Option, if any, other than the number of Offered Units issued to purchasers on the Presidents' List in which case no Offering Broker Warrants will be issuable. Each Offering Broker Warrant will entitle the holder thereof to one (1) Offered Unit at an exercise price equal to the Offering Price, each Offered Unit comprising of one (1) Underlying Share and one-half of one (1/2) Underlying Warrant. Each whole Underlying Warrant entitles the holder thereof to one (1) Underlying Warrant Share at an exercise price of $0.013 per Underlying Warrant Share any time prior to the date that is 24 months from the closing of the Offering. This Prospectus also qualifies the distribution of the Offering Broker Warrants and the distribution of any Offered Units issued pursuant to the exercise of the Offering Broker Warrants. See " Plan of Distribution ". 2. Before deducting expenses of the Offering estimated to be $400,000 (exclusive of GST), which will be paid out of the Corporation's general funds. 3. The Corporation has granted to the Agent an option (the " Over-Allotment Option ") to purchase up to an additional 15% of the Offered Units, at the discretion of the Agent at a price equal to the Offering Price, on the same terms and conditions as the Offering. The Over-Allotment Option is exercisable, in whole or in part, at any time and from time to time up to 30 days following the Closing Date (as defined herein) to cover overallotments, if any, and for market stabilization purposes. In addition, the Over-Allotment Option may be exercised by the Agent in respect of: (a) Offered Units at the Offering Price; (b) Underlying Shares at a price of $0.0855 per Underlying Share; (c) Underlying Warrants at a price of $0.0090 per Underlying Warrant; or (d) any combination of Underlying Units, Underlying Share and/or Underlying Warrants, provided that (i) the number of Offered Units does not exceed 16,666,667 Offered Units, the number of Underlying Shares does not exceed 16,666,667 Underlying Shares and the number of Underlying Warrants does not exceed 8,333,333 Underlying Warrants. If the Agent exercises the Over-Allotment Option relating to the Offered Units in full, the total Offering price to the public, the Agent's Fee and net proceeds to the Corporation (before deducting expenses) will be approximately $11,500,000, $690,000 and $10,810,000, respectively. This Prospectus also qualifies the grant of the Over-Allotment Option and the distribution of any Offered Units issued pursuant to the exercise of the Over-Allotment Option. See " Plan of Distribution ". 4. Assumes Maximum Offering size.
Assumes that there are no President's List purchasers.

(ii)

The following table sets forth the number of Offered Units that may be issued by the Corporation pursuant to the OverAllotment Option:

Agent's Position Over-Allotment Option Offering Broker Warrants(1)(2)	Maximum Number of Offered Units 16,666,667 Offered Units 6,666,667 Offering Broker Warrants	Exercise Period Up to 30 days following the Closing Date 2 years from the Closing Date
			Exercise Price

			$0.09 per Offered Unit $0.09 per Offering Broker Warrants

Notes:

(1) This assumes there are no sales to President's List purchasers.

(2) The number of Offering Broker Warrants will be increased to 7,666,667 if the Over-Allotment Option is exercised in full.

A purchaser who acquires Offered Units forming part of the Agent's over-allocation position acquires such securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the OverAllotment Option or secondary market purchases.

The Offering is not underwritten or guaranteed by any person. The Agent, on behalf of the Corporation, conditionally offers the Offered Units on a best-efforts basis if, as and when issued, sold and delivered by the Corporation in accordance with the conditions contained in the Agency Agreement referred to under " Plan of Distribution " and subject to approval of certain legal matters relating to the Offering on behalf of the Corporation by Stikeman Elliott LLP, and on behalf of the Agent by DLA Piper (Canada) LLP.

There is no minimum amount of funds that must be raised under this Offering. This means that the Corporation could complete this Offering after raising only a small proportion of the Offering amount set out above.

The Offering is being made in each of the provinces of Canada outside of Québec. The Offered Units will be offered in each of such provinces through the Agent or its affiliates who are registered to offer the securities for sale in such provinces and such other registered dealers as may be designated by the Agent. Subject to the applicable law, the Agent may offer the Units in the United States and such other jurisdictions outside of Canada and the United States as agreed between the Corporation and the Agent. See " Plan of Distribution ".

Subscriptions for the Offered Units issuable hereunder will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. The Offered Units (other than any Offered Units issuable pursuant to the exercise of the Over-Allotment Option) shall be taken up by the Agent, if at all, on or before a date not later than 90 days after the date of the receipt for the final short form prospectus. It is expected that Closing (as defined herein) will occur on or about November 21, 2024, or such other date as the Corporation and the Agent may agree, but in any event no later than the date that is 90 days after the receipt for the final short form prospectus.

Except in certain limited circumstances: (i) the Offered Units will be registered and represented electronically through the non-certificated inventory system of CDS (as defined herein) in "book-based" form; (ii) no certificates evidencing the Offered Units will be issued to purchasers of Offered Units unless specifically requested; and (iii) purchasers of Offered Units will receive only a customer confirmation from the Agent or other registered dealer who is a CDS depositary participant and from or through whom a beneficial interest in the Offered Unit is purchased. See " Plan of Distribution ".

Subject to applicable laws, the Agent may, in connection with the Offering, over-allot or effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail on the open market in accordance with applicable stabilization rules. Such transactions, if commenced, may be discontinued at any time. See " Plan of Distribution ".

An investment in the Offered Units is subject to certain risks inherent in the Corporation's involvement in the exploration for, and the acquisition, development and production of, crude oil and natural gas reserves. The risk factors identified under the headings " Risk Factors " and " Special Note Regarding Forward-Looking Statements " in this Prospectus, under the heading " Risk Factors " in the Annual Information Form (as defined herein), the Annual MD&A (as defined herein) and

(iii)

the Interim MD&A (as defined herein), should be carefully reviewed and evaluated by prospective subscribers before purchasing the securities being offered hereunder.

Investors should rely only on the information contained in this Prospectus and the documents incorporated by reference herein. The Corporation has not authorized anyone to provide investors with different information. The Corporation is not offering the Offered Units in any jurisdiction in which the Offering is not permitted. Investors should not assume that the information contained in this Prospectus is accurate as of any date other than the date of this Prospectus. Subject to the Corporation's obligations under applicable securities laws, the information contained in this Prospectus is accurate only as of the date of this Prospectus regardless of the time of delivery of this Prospectus or of any sale of the Offered Units.

The Corporation's head office is located at Suite 960, 630 – 6th Avenue S.W., Calgary, Alberta, T2P 0S8, and the registered office is located at 4200 Bankers Hall West, 888 – 3rd Street S.W., Calgary, Alberta, T2P 5C5.

(iv)

Page SELECTED DEFINITIONS ................................................................................................................................................................ 1 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ................................................................................................. 3 OIL AND GAS DISCLAIMERS.......................................................................................................................................................... 5 CURRENCY .................................................................................................................................................................................... 6 DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................................................ 6 MARKETING MATERIALS .............................................................................................................................................................. 7 THE CORPORATION ...................................................................................................................................................................... 7 BUSINESS OF THE CORPORATION ................................................................................................................................................ 7 RECENT DEVELOPMENTS ............................................................................................................................................................. 7 DESCRIPTION OF SHARE CAPITAL ................................................................................................................................................ 9 DESCRIPTION OF SECURITIES BEING DISTRIBUTED .................................................................................................................... 10 CONSOLIDATED CAPITALIZATION .............................................................................................................................................. 11 PRICE RANGE AND TRADING VOLUME OF THE COMMON SHARES ........................................................................................... 12 PRIOR SALES ............................................................................................................................................................................... 12 USE OF PROCEEDS ..................................................................................................................................................................... 13 PLAN OF DISTRIBUTION ............................................................................................................................................................. 14 ELIGIBILITY FOR INVESTMENT .................................................................................................................................................... 16 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ................................................................................................ 17 RISK FACTORS ............................................................................................................................................................................ 21 INTEREST OF EXPERTS ................................................................................................................................................................ 24 STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION ........................................................................ 24

CERTIFICATES CERTIFICATE OF THE CORPORATION ....................................................................................................................................... C-1 CERTIFICATE OF THE AGENT .................................................................................................................................................... C-2

SELECTED DEFINITIONS

Unless the context indicates otherwise, the following terms shall have the meanings set out below when used in this short form prospectus.

" 1933 Act " has the meaning ascribed thereto on the cover page of this Prospectus.

" 2022-Financing Units " means the units issued by the Corporation pursuant to the Corporation's financing completed as part of the Recapitalization Transaction, each 2022-Financing Unit comprising of one (1) Common Share and one (1) 2022Financing Warrant.

" 2022-Financing Warrants " means the Common Share purchase warrants underlying the 2022-Financing Units issued pursuant to the Corporation's financing completed as part of the Recapitalization Transaction, each 2022-Financing Warrant entitling the holder thereof to one (1) Common Share at an exercise price of $0.11 any time prior to July 15, 2026.

" 2023-Acquisition Units " means the units of the Corporation issued to an arm's length private company in connection with the acquisition of certain Southern Alberta Foothills assets owned and operated by such party on March 17, 2023, each 2023Acquisition Unit comprising of one (1) Common Share and one (1) 2023-Acquisition Warrant.

" 2023-Acquisition Warrants " means the Common Share purchase warrants underlying the 2023-Acquisition Units issued in connection with the acquisition of certain Southern Alberta Foothills assets from an arm's length private company on March 17, 2023, each 2023-Acquisition Warrant entitling the holder thereof to one (1) Common Share at an exercise price of $0.30 any time prior to March 17, 2026.

" 2023-Financing " means the Corporation's brokered private placement which closed on December 28, 2023, for aggregate gross proceeds of approximately $1.6 million from the issuance of 2023-Financing Units. For more information, please see " Recent Developments – Brokered Private Placement ".

" 2023-Financing Broker Warrants " means the broker warrants issued to the agent and certain other selling group firms under the 2023-Financing, each 2023-Financing Broker Warrant entitling the holder thereof to purchase one (1) 2023-Financing Unit at an exercise price equal to $0.05 any time prior to December 28, 2026.

" 2023-Financing Units " means the units issued by the Corporation pursuant to the 2023-Financing, each 2023-Financing Unit comprising of one (1) Common Share and one (1) 2023-Financing Warrant.

" 2023-Financing Warrants " means the Common Share purchase warrants underlying the 2023-Financing Units issued pursuant to the 2023-Financing, each 2023-Financing Warrant entitling the holder thereof to one (1) Common Share at an exercise price of $0.075 any time prior to December 28, 2026.

" 2024-Financing " means the Corporation's brokered private placement which closed on May 28, 2024, for aggregate gross proceeds of approximately $1.35 million from the issuance of 2024-Financing Units. For more information, please see " Recent Developments – Brokered Private Placement ".

" 2024-Financing Broker Warrants " means the broker warrants issued to the agent and certain other selling group firms under the 2024-Financing, each 2024-Financing Broker Warrant entitling the holder thereof to purchase one (1) 2024-Financing Unit at an exercise price equal to $0.05 any time prior to May 28, 2027.

" 2024-Financing Units " means the units issued by the Corporation pursuant to the 2024-Financing, each 2024-Financing Unit comprising of one (1) Common Share and one (1) 2024-Financing Warrant.

" 2024-Financing Warrants " means the Common Share purchase warrants underlying the 2024-Financing Units issued pursuant to the 2024-Financing, each 2024-Financing Warrant entitling the holder thereof to one (1) Common Share at an exercise price of $0.075 any time prior to May 28, 2027.

" ABCA " means the Business Corporations Act (Alberta), including the regulations promulgated thereunder.

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Tuktu Resources Ltd. Preliminary Short Form Prospectus

" AER " means the Alberta Energy Regulator.

" Agency Agreement " means the agency agreement between the Corporation and the Agent in respect of the Offering, to be executed prior to the filing of the final short form prospectus.

" Agent " has the meaning ascribed thereto on the cover page of this Prospectus.

" Agent's Fee " has the meaning ascribed thereto on the cover page of this Prospectus.

" Annual Information Form " means the annual information form of the Corporation dated April 25, 2024, for the financial year ended December 31, 2023.

" Annual MD&A " has the meaning ascribed thereto under " Documents Incorporated by Reference ".

" Asset Acquisition " has the meaning ascribed thereto under " Recent Developments – Asset Acquisition ".

" Board " means the board of directors of the Corporation as it may be comprised from time to time.

" Broker Warrants " means, collectively, the 2023-Financing Broker Warrants and the 2024-Financing Broker Warrants.

" Business Day " means a day, other than a Saturday or Sunday, or a statutory holiday, on which major Canadian chartered banks are open for business in Calgary, Alberta.

" CDS " means CDS Clearing and Depository Services Inc.

" Closing " means the closing of the Offering.

" Closing Date " means the date of Closing which is expected to be on or about November 21, 2024, or such later date as the Corporation and the Agent may agree upon in writing, acting reasonably, but, in any event, such date shall be no later than 90 days after the receipt is issued for the final short form prospectus.

" Common Shares " has the meaning ascribed thereto on the cover page of this Prospectus.

" Controlling Individual " has the meaning ascribed thereto under the heading " Eligibility for Investment ".

" Corporation " or " Tuktu " means Tuktu Resources Ltd.

" Interim Financials " has the meaning ascribed thereto under " Documents Incorporated by Reference ".

" Interim MD&A " has the meaning ascribed thereto under " Documents Incorporated by Reference ".

" Investor Presentation " has the meaning ascribed thereto under the heading " Documents Incorporated by Reference ".

" Marketing Materials " has the meaning ascribed thereto under the heading " Documents Incorporated by Reference ".

" Maximum Offering " has the meaning ascribed thereto on the cover page of this Prospectus.

" NI 41-101 " means National Instrument 41-101 – General Prospectus Requirements .

" NI 44-101 " means National Instrument 44-101 – Short Form Prospectus Distributions

" NI 51-102 " means National Instrument 51-102 – Continuous Disclosure Obligations .

" Offering " has the meaning ascribed thereto on the cover page of this Prospectus.

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Tuktu Resources Ltd. Preliminary Short Form Prospectus

" Offering Broker Warrants " has the meaning ascribed thereto on the cover page of this Prospectus.

" Offering Price " has the meaning ascribed thereto on the cover page of this Prospectus.

" Option Plan " means the stock option plan of the Corporation.

" Options " means options to purchase Common Shares granted by the Board in accordance with the Option Plan.

" Over-Allotment Option " has the meaning ascribed thereto on the cover page of this Prospectus.

" President's List " has the meaning ascribed thereto on the cover page of this Prospectus.

" Promissory Note " means the promissory note issued in favour of the Corporation by an arm's length third party evidencing a $1.2 million loan. For more details, please refer to " Recent Developments – Promissory Note ".

" Prospectus " means this preliminary short form prospectus of the Corporation dated November 1, 2024, inclusive of all documents incorporated by reference herein.

" Recapitalization Transaction " has the meaning ascribed thereto under the heading " The Corporation ".

" Registered Plans " has the meaning ascribed thereto under the heading " Eligibility for Investment ".

" SEDAR+ " means the System for Electronic Document Analysis and Retrieval Plus, accessible at www.sedarplus.ca.

" Tax Act " means the Income Tax Act (Canada), R.S.C. 1985, c.1 (5[th] Supp.) as amended from time to time, including the regulations promulgated thereunder.

" Term Sheet " has the meaning ascribed thereto under the heading " Documents Incorporated by Reference ".

" TSX-V " means the TSX Venture Exchange.

" Underlying Shares " has the meaning ascribed thereto on the cover page of this Prospectus.

" Underlying Warrants " has the meaning ascribed thereto on the cover page of this Prospectus.

" Underlying Warrant Shares " has the meaning ascribed thereto on the cover page of this Prospectus.

" United States " or " U.S. " means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia.

" Warrant Agent " has the meaning ascribed thereto under the heading " Description of Securities being Distributed – Underlying Warrants ".

" Warrant Indenture " has the meaning ascribed thereto under the heading " Description of Securities being Distributed – Underlying Warrants ".

" Warrants " means, collectively, the 2022-Financing Warrants, the 2023-Financing Warrants, the 2023-Acquisition Warrants and the 2024-Financing Warrants.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Prospectus, and in certain documents incorporated by reference into this Prospectus, constitute forward-looking statements. All forward-looking statements are based on the Corporation's belief and assumptions based on information available at the time the assumption was made. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify

Page 3 of 25

Tuktu Resources Ltd. Preliminary Short Form Prospectus

forward-looking statements. By their nature, such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Corporation believes the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in, or incorporated by reference into, this Prospectus should not be unduly relied upon.

In particular, this Prospectus and the documents incorporated by reference herein contain forward-looking statements pertaining to, but not limited to, the following:

the completion of the Offering, including the anticipated Closing Date, the amount raised and the use of proceeds from the Offering;
the listing of the Underlying Shares, the Underlying Warrants and the Underlying Warrant Shares pursuant to the Offering;
obtaining all of the required stock exchange and other approvals in connection with the Offering;
the future outlook of the Corporation, its business plan and strategies, and anticipated operational results of the Corporation;
the expected allocation of and source of funds for the Corporation's capital expenditure budget and anticipated operational success and results therefrom;
the performance characteristics of the Corporation's oil and natural gas properties, and the ability of the Corporation to achieve drilling success consistent with management's expectations;
the ability of the Corporation to achieve drilling success consistent with management’s expectations;
supply of, and demand for, oil and natural gas;
expected levels of royalty rates, development costs, operating costs, general and administrative costs, costs of services and other costs and expenses;
projections of commodity prices and costs, and exchange and inflation rates and the resilience of the Corporation's results thereto;
treatment under governmental regulatory regimes and tax laws and the impact of possible changes in regulatory regimes.

The actual results could differ materially from those anticipated in these forward-looking statements as a result of the material risk factors set forth below, elsewhere in this Prospectus and in the documents incorporated by reference herein:

the conditions to the completion of the Offering may not be satisfied;
the use of proceeds of the Offering by the Corporation may change if the Board determines that it would be in the best interests of the Corporation to deploy the proceeds for some other purpose;
risks and uncertainties inherent in the oil and gas industry;
uncertainties associated with estimating oil and natural gas reserves;
volatility in market prices for oil and natural gas operations;
competition for, among other things, capital, acquisitions of reserves and skilled personnel;
potential delays or changes in plans with respect to exploration or development projects or capital expenditures;
adverse effects on general economic conditions in Canada, the United States and globally, including due to political and military conflict;
the results of litigation or regulatory proceedings that may be brought against the Corporation;
changes in income tax laws or changes in tax laws and incentive programs relating to the oil and gas industry; and
the other factors discussed under " Risk Factors " herein and as set forth in the AIF and the Annual MD&A.

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Tuktu Resources Ltd. Preliminary Short Form Prospectus

With respect to forward-looking statements contained in this Prospectus, the Corporation has made assumptions regarding, among other things: fluctuation in exchange rates; fluctuation in interest rates; volatility in global market prices for oil; the availability of capital; the successful completion of the Offering on the terms and at the time expected; the accuracy of geological and geophysical data and interpretation of that data; estimated decline rates; the impact of increasing competition; the general stability of the economic and political environment in which the Corporation operates; the timely receipt of any required regulatory approvals; the ability of the Corporation to obtain qualified staff, equipment and services in a timely and cost efficient manner; the ability of the Corporation to operate in a safe, efficient and effective manner; the ability of the Corporation to obtain financing on acceptable terms; field production rates and decline rates; the ability to replace and expand oil and natural gas reserves through acquisition, development or exploration; the timing of and costs of pipeline, storage and facility construction and expansion and the ability of the Corporation to secure adequate transportation for products; future oil and natural gas prices; foreign currency exchange and interest rates; the regulatory framework regarding royalties, taxes and environmental matters in the jurisdictions in which the Corporation operates; the ability of the Corporation to successfully market its oil and natural gas products; and prevailing commodity prices, price volatility, price differentials and the actual prices received for the Corporation's products.

This Prospectus, inclusive of all documents incorporated by reference herein, contains future-oriented financial information and financial outlook information (collectively, " FOFI ") about the Corporation's prospective results of operations, operating costs, expenditures, future development capital, capital budgets, debt and components thereof, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. FOFI contained in this Prospectus was made as of the date of this Prospectus and was provided for the purpose of describing the anticipated effects of the Offering on the Corporation's business operations. The Corporation disclaims any intention or obligation to update or revise any FOFI contained in this Prospectus, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this Prospectus should not be used for purposes other than for which it is disclosed herein. See " Risk Factors ".

The Corporation has included the above summary of assumptions and risks related to forward-looking statements provided in this Prospectus in order to provide investors with a more complete perspective on the Corporation's current and future operations and such information may not be appropriate for other purposes. Forward-looking statements contained in certain documents incorporated by reference into this Prospectus are based on the key assumptions and are subject to the risks described herein and in the documents incorporated by reference herein. The reader is cautioned that such assumptions, although considered reasonable by the Corporation at the time of preparation, may prove to be incorrect.

Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, the foregoing list of factors is not exhaustive. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forwardlooking statements. The forward-looking statements contained in this Prospectus, and the documents incorporated by reference herein, are expressly qualified by this cautionary statement. These forward-looking statements contained in this Prospectus are made as of the date of this Prospectus, or in the case of the documents incorporated by reference herein, as of the dates of such documents, and except as required by applicable securities laws, neither Tuktu nor the Agent undertake any obligation to publicly update or revise any forward-looking statements. Readers should also carefully consider the matters discussed under the heading " Risk Factors " in this Prospectus.

OIL AND GAS DISCLAIMERS

Short Term Production

References in this Prospectus to production test rates, initial test production rates and other short-term production rates are useful in confirming the presence of hydrocarbons, however such rates are not determinative of the rates at which such wells will commence production and decline thereafter and are not indicative of long term performance or of ultimate recovery. While encouraging, readers are cautioned not to place reliance on such rates in calculating the aggregate production for Tuktu. A pressure transient analysis or well-test interpretation has not been carried out in respect of all wells. Accordingly, the Corporation cautions that the test results should be considered to be preliminary.

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Tuktu Resources Ltd. Preliminary Short Form Prospectus

Barrel of Oil Equivalency

The term "boe" means a barrel of oil equivalent on the basis of 6 mcf of natural gas to 1 bbl of oil. The term boe may be misleading, particularly if used in isolation. A boe conversation ratio of 6 mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6 mcf: 1bbl, utilizing a conversion ratio at 6 mcf: 1 bbl may be misleading as an indication of value.

CURRENCY

All currency amounts ($) expressed herein, unless otherwise indicated, are expressed in Canadian dollars.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Vice President, Finance and Chief Financial Officer of Tuktu Resources Ltd. at Suite 960, 630 – 6th Avenue S.W., Calgary, Alberta, T2P 0S8, Telephone: 403-613-9661. In addition, copies of the documents incorporated herein by reference may be obtained from the securities commissions or similar authorities in Canada through the System for Electronic Document Analysis and Retrieval Plus (" SEDAR+ ") website at www.sedarplus.ca.

The following documents, filed with the securities commissions or similar authorities in certain of the provinces of Canada, are specifically incorporated by reference in, and form an integral part of, this Prospectus, provided that such documents are not incorporated by reference to the extent that their contents are modified or superseded by a statement contained in this Prospectus or in any other subsequently filed document that is also incorporated by reference in this Prospectus:

the annual information form of the Corporation dated April 25, 2024 for the financial year ended December 31, 2023 (the " Annual Information Form ");
the audited annual financial statements of the Corporation as at and for the years ended December 31, 2023 and 2022, together with the notes thereto and the independent auditors' report thereon;
the management's discussion and analysis of the financial results of the Corporation for the years ended December 31, 2023 and 2022 (the " Annual MD&A ");
the unaudited interim condensed financial statements of the Corporation as at and for the three and six months ended June 30, 2024 and 2023 (the " Interim Financials ");
the management's discussion and analysis of the financial results of the Corporation for the three and six months ended June 30, 2024 and 2023 (the " Interim MD&A ");
the management information circular of the Corporation dated August 26, 2024, with respect to the annual general and special meeting of the shareholders of the Corporation held on October 9, 2024;
the material change report of the Corporation dated June 11, 2024, in respect of the 2024-Financing and the closing of the Asset Acquisition;
the material change report of the Corporation dated May 27, 2024, in respect of the Promissory Note;
the "template version" (as such term is defined in NI 41-101) of the term sheet dated and filed on SEDAR+ on November 4, 2024 (the " Term Sheet "); and
the investor presentation dated and filed on SEDAR+ on November 4, 2024 (the " Investor Presentation " and together with the Term Sheet, the " Marketing Materials ").

Page 6 of 25

Tuktu Resources Ltd. Preliminary Short Form Prospectus

Any documents of the type required by NI 44-101 to be incorporated by reference in a short form prospectus including any material change reports (excluding material change reports filed on a confidential basis), comparative interim financial statements, comparative annual financial statements and the auditors' report thereon, management's discussion and analysis of financial condition and results of operations, information circulars, annual information forms, marketing materials (as such term is defined in NI 41-101) and business acquisition reports filed by the Corporation with the securities commissions or similar authorities in the provinces of Canada (other than Québec) subsequent to the date of this Prospectus and prior to the termination of this Offering are deemed to be incorporated by reference in this Prospectus.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. Any statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded.

MARKETING MATERIALS

Any "template version" of any "marketing materials" (as such terms are defined in NI 41-101) that are utilized by the Agent in connection with the Offering are not part of this Prospectus to the extent that the contents of the template version of the marketing materials have been modified or superseded by a statement contained in this Prospectus. Any template version of any marketing materials that has been, or will be, filed on SEDAR+ before the termination of the distribution under the Offering (including any amendments to, or an amended version of, any template version of any marketing materials) is deemed to be incorporated into this Prospectus.

THE CORPORATION

The Corporation was incorporated under the ABCA as "Jasper Mining Corporation" on November 28, 1994. On June 20, 2022, the Corporation announced a recapitalization transaction (the " Recapitalization Transaction ") pursuant to which the Corporation: (a) appointed a new management team; (b) appointed a new board of directors; and (c) on October 19, 2022, changed its name from "Jasper Mining Corporation" to "Tuktu Resources Ltd." As of the date hereof, the Corporation has no subsidiaries.

The head office of the Corporation is located at Suite 960, 630 – 6th Avenue S.W., Calgary, Alberta, T2P 0S8, and the registered office is located at 4200 Bankers Hall West, 888 – 3rd Street S.W., Calgary, Alberta, T2P 5C5.

BUSINESS OF THE CORPORATION

Tuktu is a publicly-traded junior oil and gas development company headquartered in Calgary, Alberta. The Corporation owns a diversified asset portfolio, including sweet natural gas assets and sweet light oil opportunities in the southern foothills. The Corporation also holds a significant land base and oil production in the Southern Alberta Deep Basin.

RECENT DEVELOPMENTS

Operational Update

On July 30, 2024, the Corporation announced the discovery of a new light oil pool pursuant to the stimulation of a new Mississippian reservoir in a standing well obtained through a recent asset acquisition. The well was swabbed for 22 hours over approximately three days and, through the last seven hours of swab operations, produced at rates of between 52 and 61 cubic meters of oil per day (327 to 383 barrels per day (" bbl/d ")) with frac water cuts decreasing to about 10%. For the entire 22-hour test period, the reservoir maintained a fluid (oil and frac water) column of approximately 1,500 m in the tubing, which the Corporation believes underscores the excellent reservoir permeability of this new zone. This initial rate was the result of a recompletion (perforation and frac) of a bypassed zone in the vertical part of an existing horizontal wellbore that was producing from a significantly deeper horizon.

Page 7 of 25

Tuktu Resources Ltd. Preliminary Short Form Prospectus

On September 16, 2024, the Corporation announced that from August 17, 2024 through September 15, 2024, the well averaged 413 bbl/d fluid (408 bbl/d oil). The Corporation provided a further update on initial production rates on October 28, 2024, indicating that from September 15, 2024 to October 8, 2024, the well produced an average of 394 bbl/d, with little indication of production decline. Associated gas volume and water are rates showed little change and were at about 3% and 1%, respectively, on a barrel of oil equivalent (BOE) basis. Tuktu has an 80% working interest in this working well.

The well is temporarily shut-in, as Tuktu follows the normal course of the AER's O-38 application, a process which ensures Good Production Practices concerning reservoir energy conservation. As of November 4, 2024, the Corporation was approved for Good Production Practices, which allows unrestricted production following the retirement of "overproduced volumes", and Tuktu anticipates well startup on or about December 1, 2024.

Farm-in Agreement

On July 17, 2024, the Corporation announced the completion of a farm-in arrangement with an arm's-length private company. The arrangement allows Tuktu to farm-in on certain undeveloped rights in the Southern Alberta deep basin.

Board Chair

On July 17, 2024, the Corporation also announced the appointment of Kathleen Dixon as Chair of Tuktu's Board. Robert Dales, who served as the Chair of the Board from July 15, 2022, until July 17, 2024, continues to serve as a board member for the Corporation.

Brokered Private Placement

On May 28, 2024, the Corporation completed the 2024-Financing for aggregate gross proceeds of approximately $1.35 million from the issuance of 26,950,000 2024-Financing Units at a price of $0.05 per 2024-Financing Unit. Each 2024-Financing Unit is comprised of one (1) Common Share and one (1) 2024-Financing Warrant, with each 2024-Financing Warrant entitling the holder to purchase one (1) Common Share at an exercise price of $0.075 per 2024-Financing Warrant any time prior to May 28, 2027.

In consideration for the services of the agent under the 2024-Financing, the Corporation paid the agent a commission, of which a portion was paid in cash in an aggregate amount equal to $142,700.00 and a portion of which was paid through the issuance of 1,000,000 2024-Financing Units, and issued 1,854,000 2024-Financing Broker Warrants, with each 2024-Financing Broker Warrant entitling the holder thereof to purchase one (1) 2024-Financing Unit at an exercise price of $0.05 per 2024Financing Broker Warrant any time prior to May 28, 2027.

Asset Acquisition

On May 28, 2024, the Corporation also announced the completion of its acquisition of southern Alberta oil assets owned and operated by an arm's length public company (the " Asset Acquisition "). The assets acquired are comprised of wells that produce from Mississippian aged reservoirs and 29,685 gross (29,396 net) hectares of mineral rights. Management of the Corporation believes that the acquired lands are prospective for further light oil development.

Promissory Note

On May 13, 2024, the Corporation announced that it entered into a $1,234,834 loan evidenced by an interest free, senior secured promissory note (the " Promissory Note ") issued in favour of Tuktu by an arm's length third party. The loan proceeds were used to fund a deposit with the AER, required as a condition of the licence transfers for certain asset acquisition transactions, including the Asset Acquisition (as defined herein). The deposit amount will be held by the AER in an interestbearing trust account and may be returned to Tuktu in the future once applicable regulatory requirements have been met. The Promissory Note represents a senior secured interest over the Corporation's assets and matures on June 1, 2027. Monthly principal payments commenced in July, 2024.

Page 8 of 25

Tuktu Resources Ltd. Preliminary Short Form Prospectus

DESCRIPTION OF SHARE CAPITAL

The Corporation is authorized to issue an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in series. As at November 4, 2024 there were 146,149,115 Common Shares and nil preferred shares issued and outstanding. The following is a summary of the rights, privileges, restrictions and conditions attached to such securities.

Common Shares

The holders of Common Shares are entitled to: (i) one vote for each Common Share held at all meetings of shareholders of the Corporation, except meetings at which only holders of a specified class of shares are entitled to vote; (ii) subject to the prior rights and privileges attaching to any other class of shares of the Corporation, the right to receive any dividend declared by Tuktu; and (iii) subject to the prior rights and privileges attaching to any other class of shares of the Corporation, upon liquidation, the right to share ratably, together with the holders of shares of any other class of shares of Tuktu ranking equally, in the remaining assets of Tuktu as are distributable to such holders.

Preferred Shares, Issuable in Series

Preferred shares may be issued by the Corporation from time to time in one or more series and the Board may fix the number of preferred shares which is to comprise each series and the designation, rights, privileges, restrictions and conditions attached to each such series, including any or none of the following: the amount specified as being payable preferentially to such series on a distribution; the extent of further participation on a distribution; voting rights; and dividend rights (including whether such dividends be preferential, or cumulative or non-cumulative).

Common Share Purchase Warrants

As of the date of this Prospectus, the Corporation has an aggregate 121,160,328 Warrants issued and outstanding, comprising of:

51,941,773 2022-Financing Warrants , issued on July 15, 2022, pursuant to the Corporation's financing completed as part of the Recapitalization Transaction for aggregate gross proceeds of approximately $4.67 million in connection with the sale of 51,941,773 2022-Financing Units at a subscription price of $0.09 per 2022-Financing Unit. Each 2022Financing Unit was comprised of one (1) Common Share and one (1) 2022-Financing Warrant. Each 2022-Financing Warrant entitles the holder thereof to acquire one (1) Common Share at an exercise price of $0.11 per Common Share and is exercisable any time prior to July 15, 2026. The 2022-Financing Warrants vest and become exercisable as to one-third upon the 20-day volume weighted average trading price of the Common Shares on the TSXV (the " Market Price ") equaling or exceeding $0.13 per Common Share, an additional one-third upon the Market Price equaling or exceeding $0.155 per Common Share and the final one-third upon the Market Price equaling or exceeding $0.18 per Common Share. As at the date hereof, two-thirds of the 2022-Financing Warrants have vested.
31,368,555 2023-Financing Warrants , issued on December 28, 2023, pursuant to the Corporation's brokered private for aggregate gross proceeds of approximately $1.6 million in connection with the sale of 31,938,299 2023-Financing Units at a subscription price of $0.05 per 2023-Financing Unit (including 2,338,300 2023 Financing Units which were issued to the agent as part of the commission payable by Tuktu). Each 2023-Financing Unit was comprised of one (1) Common Share and one (1) 2023-Financing Warrant. Each 2023-Financing Warrant is exercisable for one (1) Common Share at an exercise price of $0.075 per Common Share any time prior to December 28, 2026.
27,850,000 2024-Financing Warrants , issued on May 28, 2024, pursuant to the Corporation's brokered private placement for aggregate gross proceeds of approximately $1.35 million in connection with the sale of 27,950,000 2024-Financing Units at a subscription price of $0.05 per 2024-Financing Unit (including 1,000,000 2024 Financing Units which were issued to the agent as part of the commission payable by Tuktu). Each 2024-Financing Unit was comprised of one (1) Common Share and one (1) 2024-Financing Warrant. Each 2024-Financing Warrant is exercisable for one (1) Common Share at an exercise price of $0.075 per Common Share any time prior to May 28, 2027.

Page 9 of 25

Tuktu Resources Ltd. Preliminary Short Form Prospectus

10,000,000 2023-Acquisition Warrants , issued on March 17, 2023, in connection with the acquisition by the Corporation of certain southern Alberta Foothills assets from an arm's length private company. Each 2023Acquisition Warrant entitles the holder thereof to purchase one (1) Common Share at an exercise price of $0.30 per Common Share any time prior to March 17, 2026.

Broker Warrants

As of the date of this Prospectus, the Corporation has an aggregate 1,960,144 Broker Warrants issued and outstanding, comprising of:

118,144 2023-Financing Broker Warrants, of the total 1,398,400 2023-Financing Broker Warrants issued on December 28, 2023, to the agent under the 2023 Financing and certain other selling group firms, in connection with the 2023 Financing. Each 2023-Financing Broker Warrant entitles the holder thereof to purchase one (1) 2023Financing Unit at an exercise price of $0.05 per 2023-Financing Unit any time prior to December 28, 2026.
1,842,000 2024-Financing Broker Warrants, of the total 1,854,000 2024-Financing Broker Warrants issued on May 28, 2024, to the agent under the 2024 Financing and certain other selling group firms, in connection with the 2024 Financing. Each 2024-Financing Broker Warrant entitles the holder thereof to purchase one (1) 2024-Financing Unit at an exercise price of $0.05 per 2024-Financing Unit any time prior to May 28, 2027.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

The Offering consists of Offered Units, each of which is comprised of one (1) Underlying Share and one-half of one (1/2) Underlying Warrant. The Offered Units will separate into Underlying Shares and Underlying Warrants immediately upon issuance. This Prospectus qualifies the distribution of the Offered Units, including the Over-Allotment Securities, the distribution of the Offering Broker Warrants and the grant of the Over-Allotment Option.

Underlying Shares

The Corporation is authorized to issue an unlimited number of Common Shares. Please refer " Description of Share Capital – Common Shares " for more information.

Underlying Warrants

The Underlying Warrants issued under the Offering will be governed by an indenture (the “ Warrant Indenture ”) to be entered into between the Corporation and the warrant agent for the holders of the Underlying Warrants (the “ Warrant Agent ”). The following description is subject to the detailed provisions of the Warrant Indenture. Reference should be made to the Warrant Indenture for the full text of attributes of the Warrants.

The Underlying Shares and the Underlying Warrants comprising the Offered Units will separate following the closing of the Offering. Each Underlying Warrant will entitle the holder to acquire, subject to adjustment as summarized below, one Underlying Warrant Share at an exercise price of $0.13 until the date that is 24 months following the Closing Date, after which time the Underlying Warrant will be void and of no value. For greater certainty, all Underlying Warrants, including those issuable in connection with the exercise of the Over-Allotment Option, will expire on the same expiry date 24 months from the Closing Date.

The Underlying Warrants and the Underlying Warrant Shares have not been and will not be registered under the 1933 Act or any applicable state securities laws, and the Underlying Warrants may not be exercised by or on behalf of a person in the United States unless an exemption from such registration is available and documentation to that effect is provided in accordance with the terms of the Warrant Indenture.

The Underlying Warrants may be issued in uncertificated form. Any Underlying Warrants issued in certificated form shall be evidenced by a warrant certificate in the form attached to the Warrant Indenture. All Underlying Warrants issued in the name of CDS may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book-entry position on the register of warrant holders to be maintained by the Warrant Agent.

Page 10 of 25

Tuktu Resources Ltd. Preliminary Short Form Prospectus

The Warrant Indenture will provide that the number of Common Shares and exercise price of the Underlying Warrants will be subject to adjustment in the event of a subdivision or consolidation of the Common Shares. The Warrant Indenture will also provide that if there is subdivision, redivision, change, reduction, combination, consolidation or distribution, then the exercise price will be adjusted by multiplying the exercise price in effect immediately prior to such event by a fraction, the numerator of which shall be the number of Common Shares outstanding on such date. There is currently no market through which the Underlying Warrants may be sold, and purchasers may not be able to resell the Underlying Warrants purchased under this Prospectus. See “Risk Factors”.

No fractional Underlying Warrant Shares will be issuable upon the exercise of any Underlying Warrants, and no cash or other consideration will be paid in lieu of fractional shares. Holders of Underlying Warrants will not have any voting or pre-emptive rights or any other rights which a holder of Common Shares would have.

Offering Broker Warrants

The Corporation has agreed to issue to the Agent such number of Offering Broker Warrants as is equal to 6.0% of the number of Offered Units issued pursuant to the Offering, including any Offered Units issued pursuant to the exercise of the OverAllotment Option, if any, other than the number of Offered Units issued to purchasers on the Presidents' List in which case no Offering Broker Warrants will be issuable. Each Offering Broker Warrant will entitle the holder thereof to one (1) Offered Unit at an exercise price equal to the Offering Price, each Offered Unit comprising of one (1) Underlying Share and one-half of one (1/2) Underlying Warrant. Each whole Underlying Warrant entitles the holder thereof to one (1) Underlying Warrant Share at an exercise price of $0.13 per Underlying Warrant Share any time prior to the date that is 24 months from the closing of the Offering.

CONSOLIDATED CAPITALIZATION

The following table sets forth the unaudited consolidated capitalization of the Corporation as at June 30, 2024: (i) before giving effect to the Offering; (ii) after giving effect to the Maximum Offering (assuming the Over-Allotment Option is not exercised); and (iii) after giving effect to the Maximum Offering (including full exercise of the Over-Allotment Option). This table should be read in conjunction with the Interim Financials and the Interim MD&A, which have been incorporated by reference into this Prospectus.

Share Capital ($) Common Shares(4) Preferred Shares Warrants Warrants(5) Broker Warrants(6) Underlying Warrants Offering Broker Warrants Options(7) Indebtedness Promissory Note ($)(8)	As at June 30, 2024 before giving effect to the Offering $ 14,352,092 142,894,858 Nil 121,830,072 3,252,400 Nil Nil 6,600,000 $ 1,234,834	As at June 30, 2024 after giving effect to the Maximum Offering (assuming the Over-Allotment Option is not exercised)(1)(2) $ 23,113,763 254,005,969 Nil 121,830,072 3,252,400 55,555,556 6,666,667 6,600,000 $ 1,234,834	As at June 30, 2024 after giving
			effect to the Maximum Offering
			(including full exercise of the
			Over-Allotment Option)(1)(3)
			$ 24,488,014 270,672,636 Nil 121,830,072 3,252,400 63,888,889 7,666,667 6,600,000 $ 1,234,834

Notes:

Assumes Maximum Offering size.
Without giving effect to the exercise of the Over-Allotment Option, based on the issuance of 111,111,111 Offered Units in connection with the Offering for aggregate gross proceeds of $10,000,000, less the Agent's Fee of $600,000 and the estimated expenses of the Offering of $400,000 (exclusive of GST), for net cash proceeds to the Corporation of approximately $9,000,000 less $238,329 estimated value of broker warrants using a Black Scholes pricing model.
Giving effect to the exercise of the Over-Allotment Option, based on the issuance of 127,777,778 Offered Units in connection with the Offering for aggregate gross proceeds of $11,500,000, less the Agent's Fee of $690,000 and the estimated expenses of the Offering of $400,000 (exclusive of GST), for net cash proceeds to the Corporation of approximately $10,410,000 less $274,078 estimated value of broker warrants using a Black Scholes pricing model.

Page 11 of 25

Tuktu Resources Ltd. Preliminary Short Form Prospectus

The number of Common Shares outstanding before giving effect to the Offering is presented as at June 30, 2024. As of the date hereof, the number of Common Shares issued and outstanding is 146,149,115.
The aggregate number of Warrants presented above includes, as of June 30, 2024: (a) 51,941,773 2022-Financing Warrants issued on July 15, 2022, in connection with the financing completed as part of the Recapitalization Transaction; (b) 31,938,299 2023-Financing Warrants issued on December 28, 2023, in connection with the 2023-Financing; (c) 27,950,000 2024-Financing Warrants issued on May 28, 2024, in connection with the 2024-Financing; and (d) 10,000,000 2023-Acquisition Warrants issued on March 17, 2023, in connection with the Corporation's acquisition of certain southern Alberta Foothills assets from an arm's length private company. For more information about the Warrants, please refer to " Description of Share Capital ".
The aggregate number of Broker Warrants presented above includes, as of June 30, 2024: (a) 1,398,400 2023-Financing Broker Warrants issued on December 28, 2023, in connection with the 2023-Financing; and (b) 1,854,000 2024-Financing Broker Warrants issued on May 28, 2024, in connection with the 2024-Financing. For more information about the Broker Warrants, please refer to " Description of Share Capital ".
As of the date hereof, there are 12,600,000 Options outstanding. As at June 30, 2024, there were 6,600,000 Options outstanding. On July 17, 2024, the Corporation announced the issuance of 6,000,000 Options to certain directors and officers of Tuktu, which vest between the first and third anniversary of their grant date, have an exercise price of $0.05 per Common Share and expire on July 17, 2029. See " Prior Sales ".
On May 13, 2024, the Corporation received the $1,234,834 Promissory Note from an arm's length third party to fund certain deposits with the AER required as a condition of licence transfers for certain asset acquisitions. As at June 30, 2024, the full amount of the Promissory Note remained outstanding as monthly principal payments commenced in July, 2024. See " Recent Developments – Promissory Note ".

PRICE RANGE AND TRADING VOLUME OF THE COMMON SHARES

The outstanding Common Shares are listed and traded on the TSX-V under the trading symbol "TUK". The following table sets forth the price range and trading volume of the Common Shares as reported by the TSX-V for the periods indicated.

Period	High ($)	Low($)	Volume(MM)
	2024
November 1 October September August July June May April March February January	$ 0.10 $ 0.12 $ 0.12 $ 0.10 $ 0.10 $ 0.06 $ 0.07 $ 0.05 $ 0.05 $ 0.05 $ 0.05	$ 0.09 $ 0.08 $ 0.09 $ 0.08 $ 0.04 $ 0.05 $ 0.04 $ 0.04 $ 0.04 $ 0.04 $ 0.05	0.01 8.44 7.78 8.65 6.15 0.99 2.24 0.64 0.13 0.38 0.48
	2023
December November October	$ 0.07 $ 0.07 $ 0.07	$ 0.05 $ 0.07 $ 0.07	1.83 0.15 0.21

On November 1, 2024, the last trading day prior to the public announcement of the Offering and the date of this Prospectus, the closing price of the Common Shares on the TSX-V was $0.095.

PRIOR SALES

The following table summarizes the issuances of Common Shares and securities convertible into Common Shares within the 12-month period prior to the date of this Prospectus.

Date of Issuance	Description of Transaction	Number and Type of Securities	Price per Security / Exercise Price(1)
October 11,2024	Exercise of Warrants	400,000 Common Shares	$0.075
October 8,2024	Exercise of Warrants	100,000 Common Shares	$0.075
October 7,2024	Exercise of Warrants	850,000 Common Shares	$0.075
October 4, 2024	Exercise of Broker Warrants(2)	80,256 Common Shares 80,256 Warrants	$ 0.05 $0.075
October 1,2024	Exercise of Warrants	12,000 Common Shares	$0.075
September 27,2024	Exercise of Warrants	300,000 Common Shares	$0.075
September 24,2024	Exercise of Warrants	150,000 Common Shares	$0.075

Page 12 of 25

Tuktu Resources Ltd.

Preliminary Short Form Prospectus

Date of Issuance	Description of Transaction	Number and Type of Securities	Price per Security / Exercise Price(1)
September 23,2024	Exercise of Warrants	150,000 Common Shares	$0.075
September 23, 2024	Exercise of Broker Warrants(3)	1,212,000 Common Shares 1,212,000 Warrants	$ 0.05 $0.075
July17,2024	Stock Option Grant(4)	6,000,000 Options	$0.05
May 28, 2024	2024-Financing(5)	27,950,000 Units 1,854,000 Broker Warrants	$ 0.05 $0.05
December 28, 2023	2023-Financing(6)	31,938,299 Units 1,398,400 Broker Warrants	$ 0.05 $0.05

Notes:

Represents the issue price for Common Shares and the exercise price for securities convertible into Common Shares.
On October 4, 2024, the Corporation issued 80,256 Common Shares, 68,256 2023-Financing Warrants and 12,000 2024-Financing Warrants to satisfy the exercise of certain Broker Warrants, the exercise price for which was $0.05 per Broker Warrant.
On September 23, 2024, the Corporation issued 1,212,000 Common Shares and 1,212,000 2023-Financing Warrants to satisfy the exercise of certain Broker Warrants, the exercise price for which was $0.05 per Broker Warrant.
On July 17, 2024, pursuant to the Option Plan, the Corporation granted an aggregate of 6,000,000 Options. The Options vest between the first and third anniversary of their grant date, have an exercise price of $0.05 per Common Share and expire on July 17, 2029.
Pursuant to the 2024-Financing, on May 28, 2024, the Corporation issued: (a) 27,950,000 2024-Financing Units (including 1,000,000 2024Financing Units which were issued to the agent as part of the commission payable by Tuktu); and (b) 1,854,000 2024-Financing Broker Warrants. For more details, please refer to " Recent Developments " and " Description of Share Capital ".
Pursuant to the 2023-Financing, on December 28, 2023, the Corporation issued: (a) 31,938,299 2023-Financing Units (including 2,338,300 2023Financing Units which were issued to the agent as part of the commission payable by Tuktu); and (b) 1,398,400 2023-Financing Broker Warrants. For more details, please refer to " Recent Developments " and " Description of Share Capital ".

USE OF PROCEEDS

The estimated net proceeds to the Corporation from the Maximum Offering, assuming no exercise of the Over-Allotment Option (in full or in part) will be approximately $9,000,000 after deducting from aggregate gross proceeds of $10,000,000 the Agent's Fee of $600,000 (assuming there are no President's List purchasers) and estimated expenses of the Offering of $400,000. If the Over-Allotment Option is exercised in full, the estimated net proceeds to the Corporation from the Maximum Offering will be approximately $10,410,000 after deducting from aggregate gross proceeds of $11,500,000 the Agent's Fee of $690,000 (assuming there are no President's List purchasers) and estimated expenses of the Offering of $400,000.

The Corporation currently intends, subject to discretion to change such allocation after the date of this Prospectus, to use the net proceeds from the Maximum Offering size (assuming no President's List purchasers and assuming no exercise of the Over-Allotment Option) as follows:

roceeds from the Maximum Offering size (assuming no President's otment Option) as follows:	List purchasers and assuming no exercise o
Nature of Expenditure	Approximate use of Net Proceeds(1)
2024 / 2025 Capital Expenditure Program	$ 8,500,000
Unallocated WorkingCapital and Other Corporate Purposes	$ 500,000
Total	$ 9,000,000
Notes:
(1) Assumes no President's List purchasers, no exercise of the Over-Allotment Option, and that the Maximum Offering has been raised.

The Corporation intends to use the net proceeds from the Offering primarily to execute on its business plan, being the drilling of development wells at Penny Upper Banff. The Corporation has prepared the following case scenarios highlighting management’s anticipated capital expenditure costs based on the results of the Offering, with remaining proceeds to be applied to unallocated working capital and other general corporate purposes:

Case A – Aggregate Gross Proceeds of $7 – 10 Million Horizontal Well (1-2km lateral with frac’d leg) Vertical / Deviated Well Unallocated Working Capital and Other Corporate Purposes Case B – Aggregate Gross Proceeds of $5 – 7 Million Horizontal Well (1-2km lateral with frac’d leg) Unallocated Working Capital and Other Corporate Purposes	Approximate use of Net Proceeds $ 5,700,000 $ 2,800,000 $ 500,000 Approximate use of Net Proceeds $ 5,700,000 $ 500,000	Anticipated Timing
		Q1 - Q2, 2025 Q1 - Q2, 2025 Q1, 2025 Anticipated Timing
		Q1 - Q2, 2025 Q1, 2025

Page 13 of 25

Tuktu Resources Ltd. Preliminary Short Form Prospectus

If the Corporation is not able to raise the gross proceeds set forth above in either Case A or Case B, Tuktu intends, subject to discretion to change such allocation after the date of this Prospectus, to utilize the net proceeds of the Offering towards the completion of one horizontal well. If the net proceeds of the Offering are insufficient to finance the drilling of the horizontal well contemplated, the Corporation intends, subject to discretion to change such allocation after the date of this Prospectus, to utilize the net proceeds towards the completion of the vertical well with any remaining proceeds to be applied to working capital and other corporate purposes. If the Corporation’s net proceeds are insufficient to proceed with any of the aforementioned drilling plans, Tuktu will apply the net proceeds to working capital and other general corporate purposes. Other than the successful completion of the Offering, there is no particular significant event or milestone that must occur for the Corporation's business objectives to be accomplished. Upon completion of the Offering, the Corporation will be better positioned to further its business objectives of exploration and development of its oil and gas assets.

The use of the net proceeds of the Offering by the Corporation is consistent with the Corporation's business strategy focused on growth in production, reserves, funds flow and overall value through exploration and development activities. Due to the nature of the oil and natural gas industry, budgets are regularly reviewed in light of the success of expenditures and other opportunities which may become available to the Corporation. Potential investors are cautioned that notwithstanding the Corporation's current intentions regarding the use of the net proceeds of the Offering, there may be circumstances where a reallocation of funds may be advisable for reasons that management believes are in the Corporation's best interests. The actual amount the Corporation spends in connection with the intended use of proceeds may vary significantly from the amount specified above and will depend on a number of factors, including those referred to under " Risk Factors ".

No minimum amount of funds must be raised under the Offering. This means that the Corporation could complete the Offering after raising only a small proportion of the Offering amount set out above. There can be no assurance that the Corporation will receive sufficient net proceeds from the Offering to accomplish some or all of the objectives set out above. In the event the Offering amount is less than the Maximum Offering, the Corporation intends to utilize the proceeds of the Offering as needed towards the Corporations best interests, as decided in the sole discretion of management.

PLAN OF DISTRIBUTION

Pursuant to the Agency Agreement, the Corporation will engage the Agent to offer for sale to the public on a "best efforts" agency basis, and the Corporation will agree to sell, on the Closing Date, up to 111,111,111 Offered Units at the Offering Price, subject to the terms and conditions of the Agency Agreement. The Offering Price has been determined by arms' length negotiations between the Corporation and the Agent.

The Offering is not underwritten or guaranteed by any person. The Offering is made on a best-efforts basis by the Agent who conditionally offers the Offered Units, if, as and when issued by the Corporation and accepted by the Agent in accordance with the terms and conditions contained in the Agency Agreement. While the Agent has agreed to use its best efforts to sell the Offered Units, the Agent is not obligated to purchase any Offered Units that are not sold . All funds received from the subscription for the Offered Units will be deposited and held by the Agent pursuant to the terms and conditions of the Agency Agreement and will not be released until the Agent has consented to such release. Subscriptions will be subject to rejection or allotment in whole or in part and the Corporation reserves the right to close the subscription books at any time without notice.

The Corporation will, promptly after the filing of this Prospectus, apply to list the Underlying Shares, the Underlying Warrants and the Underlying Warrant Shares on the TSX-V. Such listing will be subject to the Corporation fulfilling all of the listing requirements of the TSX-V.

Tuktu has granted to the Agent the Over-Allotment Option, exercisable, in whole or in part, at any time for a period of 30 days from and including the Closing Date, to arrange for purchasers of Offered Units representing in number up to 15% of the number of Offered Units sold under the Offering, such Offered Units having the same terms and conditions as the Offered Units to cover over-allotments, if any, and for market stabilization. In consideration for the services to be performed by the Agent, the Corporation has agreed to pay to the Agent the Agent's Fee equal to 6.0% of the gross proceeds of the Offering, other than the gross proceeds of sales of Offered Units made to President's List purchasers in which case the Agent's Fee will be reduced to 3%. In addition, the Corporation has agreed to issue Offering Broker Warrants to the Agent in an amount equal to 6.0% of the number of Offered Units issued pursuant to the Offering, other than the number of Offered Units issued to President's List purchasers in which case no Offering Broker Warrants will be issuable.

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Tuktu Resources Ltd. Preliminary Short Form Prospectus

The Agent will also be reimbursed for its reasonable fees and expenses including certain of the reasonable legal fees and disbursements of legal counsel to the Agent. Pursuant to the Agency Agreement, the Corporation has agreed to indemnify the Agent and each of its respective affiliates, directors, officers and employees against certain liabilities, including, without limitation, certain civil liabilities under applicable securities legislation. In addition, the Corporation has provided certain representations and warranties to the Agent.

The obligations of the Agent under the Agency Agreement are subject to certain closing conditions and may be terminated at its discretion on the basis of customary termination provisions in the Agency Agreement (including those relating to "regulatory out", "market out", "due diligence out", "disaster out" and "material change out") and may also be terminated upon the occurrence of certain other stated events.

From the date of the Agency Agreement until a date that is 90 days from the Closing Date, the Corporation has agreed not to, without the prior written consent of the Agent, such consent not to be unreasonably withheld or delayed, authorize, sell or issue or announce its intention to authorize, sell or issue, or negotiate or enter into an agreement to sell or issue, any securities of Tuktu other than: (i) the grant of Options or similar issuance pursuant to an 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 convertible securities, options or warrants of the Corporation outstanding as of the date of the Agency Agreement; (iii) the issuance of securities by the Corporation in connection with acquisitions; or (iv) the issuance of securities which may be issued from time to time as agreed to in employee compensation arrangements.

From the date of the Agency Agreement until 5:00 p.m. (EST) on the one year anniversary of the Closing Date, the Corporation has granted Canaccord 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 Canaccord of the terms and conditions of such Subsequent Financing and Canaccord 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.

It is expected that Closing will occur on or about November 21, 2024, or such other date as the Corporation and the Agent may agree, but in any event no later than the date that is 90 days after the date of the receipt for the final short form prospectus. The Offered Units shall be taken up by the Agent, if at all, on or before a date not later than 90 days after the date of the receipt for the final short form prospectus.

Pursuant to rules and policy statements of certain securities regulators, the Agent may not, at any time during the period ending on the date the selling process for the Offered Units ends and all stabilization arrangements relating to the Offered Units are terminated, bid for or purchase Common Shares of the Corporation. The foregoing restrictions are subject to certain exceptions including: (i) a bid for or purchase of Common Shares of the Corporation if the bid or purchase is made through the facilities of the TSX-V in accordance with applicable marketplace rules; (ii) a bid or purchase on behalf of a client, other than certain prescribed clients, provided that the client's order was not solicited by the Agent, or if the client's order was solicited, the solicitation occurred before the period of distribution as prescribed by the rules; and (iii) a bid or purchase to cover a short position entered into prior to the period of distribution as prescribed by the rules. Consistent with these requirements, and in connection with this distribution, the Agent may over-allot or effect transactions that stabilize or maintain the market price of the Shares at levels other than those which otherwise might prevail on the open market. If these activities are commenced, they may be discontinued by the Agent at any time.

The Offering is being made concurrently in all Provinces of Canada other than Québec. In addition, the Agent may offer the Offered Units outside of Canada, subject to compliance with local securities law requirements in such a manner as to not

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Tuktu Resources Ltd. Preliminary Short Form Prospectus

require registration of the Common Shares, or filing of a prospectus or registration statement with respect to those Offered Units under the laws in such jurisdictions or qualification as a foreign corporation to file a general consent to service of process in such jurisdiction.

The Offered Units offered hereby have not been and will not be registered under the 1933 Act or any state securities laws, and accordingly may not be offered, sold or delivered within the United States (as such term is defined in Regulation S under the 1933 Act) except in transactions exempt from the registration requirements of the 1933 Act and applicable state securities laws. Except as permitted in the Agency Agreement and as expressly permitted by applicable laws of the United States, the Agent will not offer, sell or deliver the Offered Units within the United States. The Agency Agreement permits the Agent to offer the Offered Units pursuant to the Agency Agreement, through their U.S. broker-dealer affiliates, to: (i) "qualified institutional buyers" (as defined in Rule 144A (" Rule 144A ") under the 1933 Act) in the United States that are also "accredited investors" as defined in Rule 501(a) of Regulation D under the 1933 Act (" Accredited Investors "); and (ii) Accredited Investors, provided that such offers and sales are made in transactions that are exempt from registration under the 1933 Act and pursuant to the exemption from registration provided by Section 4(a)(2) of the 1933 Act and Rule 506(b) of Regulation D thereunder, and that are exempt from registration under applicable state securities laws. The Agency Agreement also provides that the Agent will offer and sell the Offered Units outside the United States only in accordance with Rule 903 of Regulation S under the 1933 Act.

In addition, until 40 days after the commencement of the Offering, any offer or sale of Offered Units offered within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirement of the 1933 Act if such offer or sale is made otherwise than in accordance with an exemption from the registration requirement of the 1933 Act.

ELIGIBILITY FOR INVESTMENT

In the opinion of Stikeman Elliott LLP, counsel to the Corporation and DLA Piper (Canada) LLP, counsel to the Agent, based on the provisions of the Tax Act in force on the date hereof, the Offered Units, if issued on the date hereof, would be, as of the date hereof, "qualified investments" under the Tax Act for a trust governed by a "registered retirement savings plan", "registered retirement income fund" , "registered education savings plan", "first home savings account", "registered disability savings plan", "tax-free savings account" (collectively, " Registered Plans "), or a "deferred profit sharing plan" (each as defined in the Tax Act) provided that: (a) in the case of the Underlying Shares and the Underlying Warrant Shares, such shares are listed on a "designated stock exchange" as defined in the Tax Act (which currently includes the TSX-V) or the Corporation is a "public corporation" as defined in the Tax Act; and (b) in the case of the Underlying Warrants, the Underlying Warrant Shares are qualified investments as described in section (a) above and neither the Corporation, nor any person with whom the Corporation does not deal at arm's length, is an annuitant, a beneficiary, an employer or a subscriber under, or a holder of the particular Deferred Plan.

Notwithstanding that the Underlying Shares, the Underlying Warrants and the Underlying Warrant Shares may be qualified investments for a Registered Plan, if the Underlying Shares, the Underlying Warrants or the Underlying Warrant Shares are a "prohibited investment" within the meaning of the Tax Act for a Registered Plan, the holder, annuitant or subscriber of the Registered Plan, as the case may be, (the " Controlling Individual ") will be subject to a penalty tax as set out in the Tax Act. The Underlying Shares, the Underlying Warrants and the Underlying Warrant Shares generally will not be a "prohibited investment" for a Registered Plan if the Controlling Individual of the Registered Plan (a) deals at arm's length with the Corporation for purposes of the Tax Act, and (b) does not have a "significant interest" (as defined for purposes of the prohibited investment rules in the Tax Act) in the Corporation. In addition, Underlying Shares, the Underlying Warrants and the Underlying Warrant Shares will not be a "prohibited investment" if such securities are "excluded property" (as defined for purposes of the prohibited investment rules in the Tax Act) for a Registered Plan.

Prospective purchasers who intend to hold the invest through a Registered Plan should consult their own tax advisors regarding their particular circumstances.

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Tuktu Resources Ltd. Preliminary Short Form Prospectus

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date hereof, a general summary of the principal Canadian federal income tax considerations under the Tax Act generally applicable to a holder who acquires Underlying Shares, Underlying Warrants and Underlying Warrant Shares acquired on exercise of Underlying Warrants as beneficial owner pursuant to this Prospectus and who, at all relevant times, for the purposes of the Tax Act, deals at arm's length with the Corporation and the Agent, is not affiliated with the Corporation or the Agent , and will acquire and hold the Underlying Warrants and the Underlying Shares and any Underlying Warrant Shares acquired on exercise of the Underlying Warrants (the Underlying Shares and Underlying Warrant Shares sometimes collectively referred to herein as the " Shares ") as capital property (each, a " Holder "), all within the meaning of the Tax Act. The Shares and Underlying Warrants will generally be considered to be capital property to a Holder unless the Holder holds or uses the Shares or Underlying Warrants, or is deemed to hold or use the Shares or Underlying Warrants, in the course of carrying on a business of trading or dealing in securities or has acquired them, or deemed to have acquired them, in a transaction or transactions considered to be an adventure in the nature of trade.

This summary does not apply to a Holder (a) that is a "financial institution" as defined in the Tax Act for purposes of the markto-market rules contained in the Tax Act; (b) an interest in which is a "tax shelter" as defined in the Tax Act; (c) an interest in which is or would constitute a "tax shelter investment" as defined in the Tax Act; (d) that is a "specified financial institution" as defined in the Tax Act; (e) that has elected to report its "Canadian tax results" in a currency other than Canadian currency; (f) that is exempt from tax under Part I of the Tax Act; (g) that is a partnership or a trust; (h) that has entered into, or will enter into, a "synthetic disposition arrangement" or a "derivative forward agreement" with respect to the Shares or Underlying Warrants, as those terms are defined in the Tax Act; or (i) that receives dividends on the Shares under or as part of a "dividend rental arrangement" as defined in the Tax Act. Such Holders should consult their own tax advisors with respect to an investment in the Offered Units.

This summary does not address the deductibility of interest by a Holder who has borrowed money or otherwise incurred debt in connection with the acquisition of the Offered Units.

This summary is based upon the current provisions of the Tax Act and the Regulations in force as of the date hereof, all specific proposals to amend the Tax Act and the Regulations (the " Tax Proposals ") which have been announced by or on behalf the Minister of Finance (Canada) prior to the date hereof, counsel's understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the " CRA "), and the current provisions of the Canada-United States Income Tax Convention (1980) (the " Canada-U.S. Tax Convention ") . This summary assumes that the Tax Proposals will be enacted in the form proposed and does not take into account or anticipate any other changes in law, whether by way of judicial, legislative or governmental decision or action, nor does it take into account any provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax considerations discussed herein. No assurances can be given that the Tax Proposals will be enacted as proposed or at all, or that legislative, judicial or administrative changes will not modify or change the statements expressed herein.

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to an investment in the Offered Units. This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or income tax advice to any particular Holder. Holders should consult their own tax advisors with respect to the tax consequences applicable to them based on their own particular circumstances.

Allocation of Cost

A Holder who acquires Offered Units pursuant to the Offering will be required to allocate the purchase price paid for each Offered Unit on a reasonable basis between the Underlying Share and the one-half of one Underlying Warrant comprising each Offered Unit, in order to determine their respective costs to such Holder for the purposes of the Tax Act. For its purposes, the Corporation intends to allocate $0.0084 to each one-half of one Underlying Warrant comprising an Offered Unit, with the remainder of the applicable Offering Price to be allocated to the Underlying Share forming part of an Offered Unit. Such allocation is not binding on the CRA or on a purchaser, and no valuation or related opinion has been sought or obtained in this regard.

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Tuktu Resources Ltd. Preliminary Short Form Prospectus

The adjusted cost base to a Holder of each Underlying Share comprising a part of an Offered Unit, as applicable, acquired pursuant to the Offering will be determined by averaging the cost of such Underlying Share with the adjusted cost base to such Holder of all other Common Shares (if any) held by the Holder as capital property immediately prior to the acquisition.

Exercise of Warrants

The exercise of an Underlying Warrant to acquire an Underlying Warrant Share will be deemed not to constitute a disposition of property for purposes of the Tax Act. As a result, no gain or loss will be realized by a Holder of an Underlying Warrant upon the exercise of such Underlying Warrant to acquire an Underlying Warrant Share. When an Underlying Warrant is exercised, the Holder's cost of the Underlying Warrant Share acquired thereby will be equal to the adjusted cost base of the Underlying Warrant to such Holder, plus the amount paid on the exercise of the Underlying Warrant. For the purpose of computing the adjusted cost base to a Holder of each Underlying Warrant Share acquired on the exercise of an Underlying Warrant, the cost of such Underlying Warrant Share must be averaged with the adjusted cost base to such Holder of all other Common Shares (if any) held by the Holder as capital property immediately prior to the exercise of the Underlying Warrant.

Residents of Canada

The following portion of this summary is generally applicable to a Holder who, for the purposes of the Tax Act, is resident or deemed to be resident in Canada at all relevant times (each, a " Resident Holder "). Certain Resident Holders whose Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election pursuant to subsection 39(4) of the Tax Act to have the Shares, and every other "Canadian security" (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election, and in all subsequent taxation years, deemed to be capital property. This election does not apply to Underlying Warrants. Resident Holders should consult their own tax advisors for advice as to whether an election under subsection 39(4) of the Tax Act is available or advisable in their particular circumstances.

Taxation of Dividends Received by Resident Holders

Dividends received or deemed to be received on the Shares will be included in computing a Resident Holder's income in the taxation year of receipt. In the case of a Resident Holder who is an individual (including certain trusts), dividends received or deemed to be received on the Shares will generally be included in the Resident Holder's income and be subject to the grossup and dividend tax credit rules applicable to taxable dividends received by an individual from "taxable Canadian corporations" (as defined in the Tax Act), including the enhanced gross-up and dividend tax credit for "eligible dividends" properly designated as such by the Corporation. There may be limitations on the ability of the Corporation to designate dividends as eligible dividends. Resident Holders who are individuals (including certain trusts) should consult their own tax advisors in this regard.

In the case of a Resident Holder that is a corporation, the amount of any such dividends received or deemed to be received on the Shares will be included in the Resident Holder's income but will generally be deductible to such Resident Holder in computing such Resident Holder's taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Holder that is in a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a "Canadian-controlled private corporation" (as defined in the Tax Act) throughout the taxation year or that is or is deemed to be a "substantive CCPC" (as defined in the Tax Act) at any time in a taxation year may be liable to pay an additional tax (refundable in certain circumstances) on its "aggregate investment income" (as defined in the Tax Act) for the year, which is defined to include an amount in respect of dividends or deemed dividends that are not deductible to the Resident Holder in computing taxable income for the year. Resident Holders should consult their own tax advisors in this regard.

A Resident Holder that is a "private corporation" or "subject corporation" (as such terms are defined in the Tax Act) may be liable to pay a tax under Part IV of the Tax Act (which may be refundable, subject to the detailed rules in the Tax Act) on dividends received or deemed to be received on the Shares to the extent that such dividends are deductible in computing the Resident Holder's taxable income for the year.

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Tuktu Resources Ltd. Preliminary Short Form Prospectus

Disposition of Shares and Warrants

A Resident Holder who disposes of, or is deemed to have disposed of, a Share (other than to the Corporation, unless purchased by the Corporation in the open market in the manner in which Common Shares are normally purchased by any member of the public in the open market) or Underlying Warrant (other than on the exercise of an Underlying Warrant) will realize a capital gain (or incur a capital loss) equal to the amount by which the proceeds of disposition in respect of such Share or Underlying Warrant (as applicable), exceed (or are exceeded by) the aggregate of the adjusted cost base to the Resident Holder of such Share or Underlying Warrant (as applicable), immediately before the disposition or deemed disposition, and any reasonable expenses incurred for the purpose of making the disposition. Generally, the expiry of an unexercised Underlying Warrant will give rise to a capital loss equal to the adjusted cost base to the Resident Holder of such expired Underlying Warrant. See "Residents of Canada – Taxation of Capital Gains and Losses" below for a discussion of the tax treatment of capital gains and capital losses.

Taxation of Capital Gains and Losses

Currently, one-half of any capital gain (a " taxable capital gain ") realized by a Resident Holder must be included in the Resident Holder's income for the taxation year in which the disposition occurs. Subject to and in accordance with the provisions of the Tax Act, one-half of any capital loss incurred by a Resident Holder (an " allowable capital loss ") must generally be deducted from taxable capital gains realized by the Resident Holder in the taxation year in which the disposition occurs. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition generally may be carried back and deducted in the three preceding taxation years or carried forward and deducted in any subsequent year against taxable capital gains realized in such years, in the circumstances and to the extent provided in the Tax Act.

Under certain Tax Proposals contained in a Notice of Ways and Means Motion tabled September 23, 2024 (the " Capital Gains Increase Proposals "), for capital gains and capital losses realized on or after June 25, 2024, the capital gains inclusion rate would generally be increased from one-half to two-thirds for corporations and certain trusts, and generally from one-half to two-thirds for individuals (including certain trusts) on capital gains realized in excess of $250,000, subject to certain transitional rules, including capital gains realized indirectly through a trust or partnership, in a taxation year (net of any capital losses realized in the year and any net capital losses that are carried forward or back to the year). An individual Resident Holder's income for a particular taxation year in which the increased rate applies will be subject to certain adjustments which are intended to effectively reduce the individual Resident Holder's net inclusion rate to the original one-half rate for up to $250,000 of net capital gains realized (or deemed to be realized) by the individual Resident Holder in the year (or the portion of the year ending on or after June 25, 2024 in the case of the 2024 taxation year) that are not offset by net capital losses carried back or forward from another taxation year. If the Capital Gains Increase Proposals are enacted as proposed, capital losses realized prior to June 25, 2024 which are deductible against capital gains included in income for the 2024 or subsequent taxation years will offset an equivalent capital gain regardless of the inclusion rate which applied at the time such capital losses were realized. The Capital Gains Increase Proposals also provide for transitional rules and other consequential amendments. The foregoing summary only generally describes the considerations applicable under the Capital Gains Increase Proposals and is not an exhaustive summary of the considerations that could arise in respect of the Capital Gains Increase Proposals. Resident Holders who may be subject to the increased inclusion rate for capital gains as a result of the Capital Gains Increase Proposals should consult their own tax advisors.

A capital loss realized on the disposition or deemed disposition of a Share by a Resident Holder that is a corporation may in certain circumstances be reduced by the amount of dividends which have been previously received or deemed to have been received by the Resident Holder on the Share or shares substituted for such shares to the extent and in the circumstances specified by the Tax Act. Similar rules may apply where a corporation is, directly or indirectly through a trust or partnership, a member of a partnership or a beneficiary of a trust that owns Shares. A Resident Holder to which these rules may be relevant is urged to consult its own tax advisor.

A Resident Holder that is a "Canadian-controlled private corporation" throughout the relevant taxation year, or that is or is deemed to be a "substantive CCPC" (each as defined in the Tax Act) at any time in a taxation year may be liable to pay an additional tax (refundable in certain circumstances) on its "aggregate investment income" (as defined in the Tax Act) for the year, which is defined to include an amount in respect of taxable capital gains realized in respect of the Shares and Underlying Warrants. Resident Holders should consult their own tax advisors in this regard.

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Tuktu Resources Ltd. Preliminary Short Form Prospectus

Alternative Minimum Tax

Capital gains realized and taxable dividends received by a Resident Holder who is an individual or trust (other than certain trusts) may result in such Holder being liable for alternative minimum tax under the Tax Act. Holders who are individuals (including certain trusts) should consult with its own tax advisors in this regard.

Non-Residents of Canada

The following portion of this summary is generally applicable to a Holder who, for purposes of the Tax Act and at all relevant times, is neither resident nor deemed to be resident in Canada, does not use or hold, and will not be deemed to use or hold, Shares or Underlying Warrants in a business carried on in Canada at any relevant time (each, a " Non-Resident Holder ").

The term " U.S. Holder ", for the purposes of this summary, means a Non-Resident Holder who, for purposes of the CanadaU.S. Tax Convention, is at all relevant times a resident of the United States and is a "qualifying person" within the meaning of the Canada-U.S. Tax Convention eligible for the full benefits of the Canada-U.S. Tax Convention. Holders should consult their own tax advisors to determine their entitlement to benefits under the Canada-U.S. Tax Convention and related compliance requirements based on their particular circumstances.

Special considerations, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer that carries on an insurance business in Canada and elsewhere or that is an "authorized foreign bank" (as defined in the Tax Act). Such Non-Resident Holders should consult their own advisors.

Taxation of Dividends

Dividends paid or credited, or deemed to be paid or credited, to a Non-Resident Holder on the Shares will generally be subject to Canadian withholding tax under the Tax Act at the rate of 25% of the gross amount of the dividend, unless reduced by the terms of an applicable tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident. Such rate is generally reduced under the Canada-U.S. Tax Convention to 15% if the beneficial owner of the dividend is a U.S. Holder. The rate of withholding tax is further reduced to 5% if the beneficial owner of the dividend is a U.S. Holder that is a company that owns, directly or indirectly, at least 10% of the voting stock of the Corporation. The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting , to which Canada is a signatory, affects many of Canada's bilateral tax treaties, including the ability to claim benefits thereunder. Non-Resident Holders (including U.S. Holders) should consult their own tax advisors to determine their entitlement to benefits under any applicable tax treaty or convention based on their particular circumstances.

Disposition of Shares and Warrants

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposition or deemed disposition of Shares or Underlying Warrants, nor will capital losses arising therefrom be recognized under the Tax Act, unless the Shares or Underlying Warrants (as applicable) constitute "taxable Canadian property" (as defined in the Tax Act) of the Non-Resident Holder at the time of the disposition and are not "treaty-protected property" (as defined in the Tax Act) of the Non-Resident Holder at the time of the disposition.

Generally, a Share or Underlying Warrant (as applicable) will not constitute taxable Canadian property of a Non-Resident Holder provided that, in the case of Shares, the Shares are listed on a "designated stock exchange" for the purposes of the Tax Act (which currently includes Tiers 1 and 2 of the TSX-V), and in the case of Underlying Warrants, the Underlying Warrant Shares are listed on a "designated stock exchange" for purposes of the Tax Act at the time of disposition of such Underlying Warrants, unless at any time during the 60-month period immediately preceding the disposition the following two conditions are met concurrently: (a) the Non-Resident Holder, persons with which the Non-Resident Holder does not deal at arm's length, partnerships whose members include, either directly or indirectly through one or more partnerships, the NonResident Holder or persons which do not deal at arm's length with the Non-Resident Holder, or any combination of the foregoing, owned 25% or more of the issued shares of any class or series of shares of the capital stock of the Corporation, and (b) more than 50% of the fair market value of such shares was derived, directly or indirectly, from one or any combination of real or immovable property situated in Canada, "Canadian resource properties", "timber resource properties" (each as defined in the Tax Act) and options in respect of or interests in, or for civil law rights in, any such property (whether or not

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Tuktu Resources Ltd. Preliminary Short Form Prospectus

such property exists). Notwithstanding the foregoing, properties that are otherwise not taxable Canadian property may also be deemed to be "taxable Canadian property" of a Non-Resident Holder in certain other circumstances set out in the Tax Act.

Even if a Share or Underlying Warrant constitutes taxable Canadian property to a Non-Resident Holder, a taxable capital gain resulting from the disposition of such Share or Underlying Warrant will not be included in computing the Non-Resident Holder's income for purposes of the Tax Act if the Share or Underlying Warrant, as the case may be, constitutes "treatyprotected property" for the purposes of the Tax Act. The Shares and Underlying Warrants will generally constitute "treatyprotected property" for the purposes of the Tax Act if the income or gain from the disposition of such property is exempt from tax under Part I of the Tax Act pursuant to the terms of an applicable income tax treaty or convention.

See "Residents of Canada - Taxation of Capital Gains and Losses" for the consequences that will generally apply to a NonResident Holder if the Shares or Underlying Warrants are taxable Canadian property of the Non-Resident Holder and are not treaty-protected property of the Non-Resident Holder at the time of their disposition.

Non-Resident Holders whose Shares or Underlying Warrants are taxable Canadian property should consult their own advisors in their particular circumstances.

RISK FACTORS

An investment in the Offered Units involves a number of risks. Before investing, prospective purchasers of Offered Units should carefully consider, in light of their own financial circumstances, the factors set out below, as well as other information and risk factors contained in or incorporated by reference in this Prospectus, including those risk factors set forth under the heading " Risk Factors " at pages 50 through 70, inclusive, of the Annual Information Form, and those risk factors set forth on pages 16 to 17 of the Annual MD&A and pages 15 to 18 of the Interim MD&A, which are incorporated by reference herein.

The risk factors set out herein and incorporated by reference may not be exhaustive as the Corporation operates in an evolving industry and new risk factors emerge from time to time. The Corporation cannot predict such risk factors, nor can it assess the impact, if any, of such risk factors on its business or the extent to which any factor or combination of factors may cause actual results to differ materially from those projected in any forward-looking statements. Accordingly, the Corporation does not, nor should shareholders of the Corporation or potential purchasers of the Offered Shares, rely on forward-looking statements as a prediction of actual results. See " Special Note Regarding Forward-Looking Statements ".

Completion of the Offering

Completion of the Offering remains subject to a number of conditions precedent. There can be no certainty that the Offering will be completed. If the Offering is not completed, the Corporation may not be able to raise the funds required for the purposes contemplated under " Use of Proceeds " from other sources on commercially reasonable terms or at all.

The completion of the Offering is subject to receipt of approval from the TSX-V and all other applicable regulatory approvals, which approvals may not be obtained. Listing will be subject to the Corporation fulfilling all of the listing requirements of the TSX-V and there can be no assurance that the TSX-V will provide approval of the Offering.

Loss of Entire Investment

An investment in the Offered Units is speculative and may result in the loss of a purchaser's entire investment. Only potential purchasers who are experienced in high-risk investments and who can withstand a complete loss of their investment should consider purchasing the Offered Units. Before making an investment decision, prospective purchasers of Offered Units should consider the information contained and incorporated by reference in this in Prospectus, and, in particular, the risk factors set out herein and in the documents incorporated by reference herein. Readers are cautioned that such risk factors are not exhaustive.

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Tuktu Resources Ltd. Preliminary Short Form Prospectus

No Assurance of Future Liquidity

Shareholders of the Corporation may be unable to sell significant quantities of the securities offered under the Offering into the public trading markets without a significant reduction in the price of such securities, or at all. There can be no assurance that there will be sufficient liquidity of the Common Shares or any listed warrants on the trading market, or that the Corporation will continue to meet the listing requirements of the TSX-V.

Sale of Substantial Amounts of the Securities of the Corporation

Sales of substantial amounts of the securities of the Corporation, or the availability of such securities for sale, could adversely affect the prevailing market prices for such securities. A decline in the market price of the securities of the Corporation could impair Tuktu's ability to raise additional capital through the sale of securities should it desire to do so.

Dilutive Effect of Offering

Giving effect to the issuance of the securities offered pursuant to this Offering, the receipt of the expected net proceeds and the use of those proceeds, this Offering may have a dilutive effect on the Corporation's expected net income (loss) available to shareholders. Furthermore, the Corporation is not restricted from issuing additional securities in its future, including Common Shares and securities convertible into or exchangeable for, or that represent the right to receive, Common Shares. To the extent that the Corporation raises additional funds through the sale of equity or convertible debt securities, the issuance of such securities will result in dilution to shareholders of the Corporation. Tuktu may sell Common Shares or other securities in any other offering at a price per share that is less than the price paid by investors in this Offering, and investors purchasing Common Shares or other securities in the future could have rights superior to existing shareholders. The price per share at which the Corporation sells additional Common Shares or securities convertible or exchangeable into Common Shares, in future transactions may be higher or lower than the price per share paid by investors in this Offering.

Use of Proceeds

The Corporation currently intends to allocate the net proceeds received from the Offering as described under the heading " Use of Proceeds " in this Prospectus. However, the Corporation will have discretion in the actual application of the net proceeds and may elect to allocate proceeds differently than described under the heading " Use of Proceeds " if it believes it would be in its best interest to do so. The failure to apply these funds effectively could affect the success of the Corporation's business.

Volatility of Market Price of Common Shares

The market price of the Common Shares and any listed warrants may be volatile. Volatility in the market price of Common Shares may affect the ability of holders to sell the securities offered under the Offering at an advantageous price. Market price fluctuations in the Common Shares or any listed warrants may be due to the Corporation's operating results failing to meet the expectations of securities analysts or investors in any quarter, downward revision in securities analysts' estimates, governmental regulatory action, adverse change in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by the Corporation or its competitors, along with a variety of additional factors, including, without limitation, those set forth under " Special Note Regarding Forward-Looking Statements ". In addition, the market price for securities on the stock markets, including the TSX-V, have recently experienced significant price and trading fluctuations. These fluctuations have resulted in volatility in the market prices of securities that often has been unrelated or disproportionally related to changes in the Corporation's operating performance. These broad market fluctuations may adversely affect the market price of the Common Shares and any listed warrants.

Volatility of Oil and Gas Markets

The Corporation's financial performance and condition are substantially dependent on the prevailing prices of oil and natural gas which are unstable and subject to fluctuation. Fluctuations in oil or natural gas prices could have an adverse effect on the Corporation's operations and financial condition. Prices for crude oil fluctuate in response to global supply of and demand for oil, market performance and uncertainty and a variety of other factors which are outside the control of the Corporation, including, but not limited to, the world economy and OPEC's ability to adjust supply to world demand, government regulation,

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Tuktu Resources Ltd. Preliminary Short Form Prospectus

political stability and the availability of alternative fuel sources. Natural gas prices are influenced primarily by factors within North America, including North American supply and demand, economic performance, weather conditions and availability and pricing of alternative fuel sources. In addition, the marketability of the production depends upon the availability and capacity of gathering systems and pipelines and the effect of federal and provincial regulation on such production and general economic conditions. All of these factors are beyond the control of the Corporation.

Future Financing

The continued development of the Corporation may require additional financing. There can be no assurance that additional financing will be available to the Corporation when needed or on terms acceptable to the Corporation. The Corporation's inability to raise funds to support ongoing operations and to fund capital expenditures or acquisitions may limit the Corporation's growth or may have a material adverse effect upon the Corporation. The Corporation cannot predict the size of future issuances of equity or the issuance of debt or the effect, if any, that future issuances and sales of the Corporation's securities will have on the market price of the Common Shares or any listed warrants . The Corporation may complete additional equity financings and such financings may have a dilutive effect on holdings of shareholders of the Corporation.

Effects of Global Pandemic or a Similar Health Threat

An outbreak of infectious disease, a pandemic or a similar public health threat, or a fear of any of the foregoing, could adversely impact the Corporation by causing operating, supply chain and project development delays, disruptions and challenges, labour shortages and challenges and shutdowns (including as a result of government regulation and prevention measures), and increased costs to the Corporation.

U.S. Administration

The impending election may result in legislative and regulatory changes that could have an adverse effect on the Corporation. In particular, there is uncertainty regarding U.S. support for existing treaty and trade relationships with other countries, including Canada. Implementation by the U.S. government of new legislative or regulatory policies could impose additional costs on the Corporation, decrease U.S. demand for the Corporation's products, or otherwise negatively impact the Corporation, which may have a material adverse effect on the Corporation's business, financial condition and operations. In addition, this uncertainty may adversely impact: (i) the ability of companies to transact business with companies such as the Corporation; (ii) the Corporation's profitability; (iii) regulation affecting the Canadian oil and gas industry; (iv) global stock markets (including the TSX-V); and (v) general global economic conditions. All of these factors are outside of the Corporation's control, but may nonetheless lead Tuktu to adjust its strategy in order to compete effectively in global markets.

Forward-Looking Statements and FOFI May Prove Inaccurate

Investors are cautioned not to place undue reliance on forward-looking statements or FOFI. By their nature, forward-looking statements and FOFI involve numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements or FOFI or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate. FOFI presented in this Prospectus is based upon the completion of the Offering and if the Offering is not completed or not completed on the terms or timelines contemplated, this will impact the FOFI provided herein and such impact may be material.

Tuktu’s Ability to Continue as a Going Concern

The Corporation’s financial statements include an explanatory paragraph stating that Tuktu’s ability to continue as a going concern is dependent upon its existing working capital being sufficient to sustain operating activities while the Corporation attempts to generate positive cash flows from operations, secure funding from debt or equity financings or make other arrangements which may not be available. There can be no assurance one or more of the alternatives will be successful. These conditions indicate a material uncertainty that may cast significant doubt as to the Corporation’s ability to meet its obligations as they come due and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern. The financial statements do not reflect the adjustments to the carrying amounts of assets and liabilities, reported

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amounts of expenses, and statement of financial position classifications used that would be necessary were the going concern assumption deemed to be inappropriate. Such adjustments could be material. Please refer to the MD&A for more details.

Listing of the Warrants for Trading

The Corporation intends to apply to list the Warrants on the TSX-V. However, approval of the TSX-V for such listing has not been received and there is currently no public market for the Underlying Warrants. There can be no assurance that a secondary market for the Underlying Warrants will develop or be sustained after closing of the Offering. Even if a market develops for the Underlying Warrants, there can be no assurance that it will be liquid and that the price of the Underlying Warrants will be the same as the price allocated for the Underlying Warrants partially comprising the Offered Units. If an active market for the Underlying Warrants does not develop, the liquidity of an investor's investment in the Underlying Warrants may be limited and the price may decline below the portion of the offering price allocated to the Underlying Warrants.

Underlying Warrants are Speculative in Nature

The Underlying Warrants do not confer any rights of Share ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire Common Shares at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Underlying Warrants may exercise their right to acquire Underlying Warrant Shares and pay an exercise price of $0.13 per Underlying Warrant Share, subject to certain adjustments, prior to the date that is 24 months following the Closing Date, subject to acceleration in certain circumstances, after which date any unexercised Underlying Warrants will expire and have no further value. Moreover, following completion of the Offering, the market value of the Underlying Warrants, if any, is uncertain and there can be no assurance that the market value of the Underlying Warrants will equal or exceed their imputed offering price. There can be no assurance that the market price of the Common Shares will ever equal or exceed the exercise price of the Underlying Warrants, and consequently, whether it will ever be profitable for holders of the Underlying Warrants to exercise the Underlying Warrants.

Additional information on the risks, assumptions and uncertainties are found in this Prospectus under the heading " Special Note Regarding Forward-Looking Statements ".

INTEREST OF EXPERTS

Certain legal matters relating to the Offering will be passed upon by Stikeman Elliott LLP on behalf of the Corporation and DLA Piper (Canada) LLP on behalf of the Agent. As at the date hereof, the partners and associates of Stikeman Elliott LLP and DLA Piper (Canada) LLP and their designated professionals, as a group, beneficially own, directly or indirectly, less than 1% of the outstanding Common Shares.

Reserves estimates incorporated by reference into this Prospectus are based upon reports by Deloitte Canada LLP, the Corporation's independent reserves evaluator. As of the date hereof, none of the "designated professionals" (as defined in Form 51-102F2 under NI 51-102) of the independent reserves evaluator of the Corporation has any registered or beneficial interest, direct or indirect, in any securities or other property of the Corporation.

KPMG LLP, Chartered Professional Accountants, are the auditors of the Corporation and have confirm with respect to the Corporation that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may only be exercised within two Business Days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. The purchaser should refer to any

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applicable provisions of the securities legislation of the province in which the purchaser resides for the particulars of these rights or consult with a legal advisor.

In an offering of warrants (including the Underlying Warrants comprising part of the Offered Units), investors are cautioned that the statutory right of action for damages for a misrepresentation contained in a prospectus is limited, in certain provincial securities legislation, to the price at which the warrant is offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal adviser.

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Tuktu Resources Ltd. Preliminary Short Form Prospectus

CERTIFICATE OF THE CORPORATION

Dated: November 4, 2024

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces of Canada, except Québec.

(signed) “Tim De Freitas”

Tim De Freitas President and Chief Executive Officer

(signed) “Mark Smith” Mark Smith Vice President, Finance and Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS OF TUKTU RESOURCES LTD.

(signed) “Kathleen Dixon” Kathleen Dixon Director

(signed) “William Guinan” William Guinan Director

C - 1

CERTIFICATE OF THE AGENT

Dated: November 4, 2024

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces of Canada, except Québec.

CANACCORD GENUITY CORP.

(signed) " Anthony Petrucci " Anthony Petrucci

Managing Director, Energy Investment Banking

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AI assistant

Tuktu Resources Ltd. — Capital/Financing Update 2024

44385_rns_2024-11-04_02f7272f-bc77-45f1-85a5-4d9279e816b9.pdf

PRELIMINARY SHORT FORM PROSPECTUS

Notes:

Notes:

the Interim MD&A (as defined herein), should be carefully reviewed and evaluated by prospective subscribers before purchasing the securities being offered hereunder.

TABLE OF CONTENTS

SELECTED DEFINITIONS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

OIL AND GAS DISCLAIMERS

Short Term Production

Barrel of Oil Equivalency

CURRENCY

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

THE CORPORATION

BUSINESS OF THE CORPORATION

RECENT DEVELOPMENTS

Operational Update

Farm-in Agreement

Board Chair

Brokered Private Placement

Asset Acquisition

Promissory Note

DESCRIPTION OF SHARE CAPITAL

Common Shares

Preferred Shares, Issuable in Series

Common Share Purchase Warrants

Broker Warrants

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Underlying Shares

Underlying Warrants

Offering Broker Warrants

CONSOLIDATED CAPITALIZATION

Notes:

PRICE RANGE AND TRADING VOLUME OF THE COMMON SHARES

PRIOR SALES

Notes:

USE OF PROCEEDS

PLAN OF DISTRIBUTION

ELIGIBILITY FOR INVESTMENT

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Allocation of Cost

Exercise of Warrants

Residents of Canada

Taxation of Dividends Received by Resident Holders

Disposition of Shares and Warrants

Taxation of Capital Gains and Losses

Alternative Minimum Tax

Non-Residents of Canada

Taxation of Dividends

Disposition of Shares and Warrants

RISK FACTORS

Completion of the Offering

Loss of Entire Investment

No Assurance of Future Liquidity

Sale of Substantial Amounts of the Securities of the Corporation

Dilutive Effect of Offering

Use of Proceeds

Volatility of Market Price of Common Shares

Volatility of Oil and Gas Markets

Future Financing

Effects of Global Pandemic or a Similar Health Threat

U.S. Administration

Forward-Looking Statements and FOFI May Prove Inaccurate

Tuktu’s Ability to Continue as a Going Concern

Listing of the Warrants for Trading

Underlying Warrants are Speculative in Nature

INTEREST OF EXPERTS

STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION

TUKTU RESOURCES LTD.

ON BEHALF OF THE BOARD OF DIRECTORS OF TUKTU RESOURCES LTD.

CANACCORD GENUITY CORP.

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Tuktu Resources Ltd. Capital/Financing Update 2024