AGREEMENT OF PURCHASE AND SALE

Pincher Creek Area, Alberta

THIS AGREEMENT made as of December 8th, 2022.

BETWEEN:

[Vendor name redacted], a body corporate, having an office in the City of Calgary, in the Province of Alberta (hereinafter referred to as "Vendor"),

[Parent company name redacted] a body corporate, having an office in the City of Vancouver, in the Province of British Columbia (hereinafter referred to as "Parent Company")

and -

TUKTU RESOURCES LTD., a body corporate, having an office in the City of Calgary, in the Province of Alberta (hereinafter referred to as "Purchaser")

WHEREAS Vendor wishes to sell and Purchaser wishes to purchase the interest of Vendor in and to the Assets, subject to and in accordance with the terms and conditions hereof;

WHEREAS Parent Company shall guarantee the proper and complete performance of the Vendor of all terms, conditions and obligations herein provided.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the Parties have agreed as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires:

(a) "Adjustment Date" means the hour of 8:00 a.m., Calgary time, on the same day as Closing;
(b) "AFEs" means the authorities for expenditure, operations notices, amounts budgeted pursuant to mail ballots, if any, set out in Schedule "B" under the heading "AFEs";
(c) "Assets" means the Petroleum and Natural Gas Rights, the Tangibles and the Miscellaneous Interests;
(d) "Business Day" means a day other than a Saturday, a Sunday or a statutory holiday in Calgary, Alberta;
(e) "Base Price" has the meaning specified in section 2.6;
(f) "Canadian Securities Laws" means all applicable securities laws in each of provinces and territories of Canada and the respective rules, regulations, instruments, blanket orders and blanket rulings under such laws together with applicable published policies, policy statements and notices of the Canadian Securities Regulators;
(g) "Canadian Securities Regulators" means the securities commission or securities regulatory authority in each of the provinces and territories of Canada;
(h) "Closing" means the closing of the purchase and sale herein provided for;
(i) "Closing Place" means the offices of Vendor, or such other place as may be agreed upon in writing by Vendor and Purchaser;
(j) "Closing Time" means the hour of 10:00 a.m. on January 31st, 2023; or such other date or time as agreed upon in writing by the Parties;
(k) "Common Shares" means the common shares in the capital of the Corporation;
(l) "Exchange Approval" means the conditional approval of the TSXV in respect of the transactions contemplated by this Agreement including the issuance of the Common Shares and Warrants hereunder and the listing of the Common Shares (including the Common Shares underlying the Warrants);
(m) "Excluded Liabilities" mean any and all past, present or future environmental damage, contamination, or other environmental problems pertaining to caused by or arising from any assets, wells or lands belonging to the Vendor which are not part of the Assets;
(n) "Facilities" means the facility or facilities, if any, set out in Schedule "B" under the heading "Facilities";
(o) "General Conveyance" means the Petroleum and Natural Gas Rights Conveyance set out in Schedule "D";
(p) "Hold Period and Standstill Agreement" means the hold period agreement in a form satisfactory to Vendor and Purchaser, each acting reasonably, at Closing whereby Vendor shall agree that: (i) the Common Shares and Warrants issued to Vendor pursuant to this Agreement and the Common Shares underlying the Warrants shall not be disposed of or transferred except in accordance with the terms of such agreement, provided that securities covered by such agreement shall be released from all restrictions thereunder on each of the six (6), twelve (12) and eighteen (18) months anniversaries of Closing; and (ii) following Closing and unless Purchaser has obtained prior approval of Purchaser's shareholders in accordance with the policies of the TSXV, Vendor shall not acquire any Common Shares (including any Common Shares issued pursuant to the exercise of the Warrants) if following such acquisition of Common Shares, Vendor owns, directly or indirectly, twenty percent (20%) or more of the Common Shares;
(q) "Lands" means the lands set out in Schedule "A";
(r) "Leased Substances" means all Petroleum Substances, rights to or in respect of which are granted, reserved or otherwise conferred by or under the Title Documents (but only to the extent that the Title Documents pertain to the Lands);
(s) "Miscellaneous Interests" means, subject to any and all limitations and exclusions provided for in this definition, all property, assets, interests and rights pertaining to the Petroleum and Natural Gas Rights and the Tangibles, or either of them, but only to the extent that such property, assets, interests and rights pertain to the Petroleum and Natural Gas Rights and the Tangibles, or either of them, including without limitation any and all of the following:
(i) contracts and agreements relating to the Petroleum and Natural Gas Rights and the Tangibles, or either of them, including without limitation gas purchase contracts, processing agreements, transportation agreements and agreements for the construction, ownership and operation of facilities;
(ii) fee simple rights to, and rights to enter upon, use or occupy, the surface of any lands which are or may be used to gain access to or otherwise use the Petroleum and Natural Gas Rights and the Tangibles, or either of them, excluding any such rights that pertain only to a well or wells other than the Wells;
(iii) all subsisting rights to carry out operations relating to the Lands or Tangibles, and without limitation, all easements and well, pipeline and other permits, licences and authorizations;
(iv) all records, books, documents, licences, reports, data, schematics, facility drawings, build schematics, drawings and blueprints which relate to the Petroleum and Natural Gas Rights and the Tangibles, or either of them, excluding any of the foregoing that pertain to seismic, geological or geophysical matters; and
(v) the Wells, including the wellbores and any and all casing;
(t) "Misrepresentation" has the meaning ascribed to the term "misrepresentation" in the Securities Act (Alberta);
(u) "Parent Company Circular" means the management information circular to be prepared and sent by Parent Company to the Parent Company Shareholders in connection with the Parent Company Meeting, if required;
(v) "Parent Company Meeting" means a special meeting of the Parent Company Shareholders held, if required pursuant hereto, for the purpose of considering and approving the Resolution;
(w) "Parent Company Shareholders" means the holders of securities of Parent Company entitled to vote at the Parent Company Meeting;
(x) "Parental Guarantee" means a guarantee duly executed by an authorized representative of Parent Company in respect of Vendor's obligations under this Agreement;
(y) "Party" means a party to this Agreement;

(z) "Permitted Encumbrances" means:

(i) liens for taxes, assessments and governmental charges which are not due or the validity of which is being diligently contested in good faith by or on behalf of Vendor;
(ii) liens incurred or created in the ordinary course of business as security in favour of the person who is conducting the development or operation of the property to which such liens relate for Vendor's proportionate share of the costs and expenses of such development or operation;
(iii) mechanics', builders' and materialmen's liens in respect of services rendered or goods supplied for which payment is not due;
(iv) easements, rights of way, servitudes and other similar rights in land (including without limitation rights of way and servitudes for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light, power, telephone, telegraph and cable television conduits, poles, wires and cables) which do not materially impair the use of the Assets affected thereby;
(v) the right reserved to or vested in any municipality or government or other public authority by the terms of any lease, licence, franchise, grant or permit or by any statutory provision, to terminate any such lease, licence, franchise, grant or permit or to require annual or other periodic payments as a condition of the continuance thereof;
(vi) rights of general application reserved to or vested in any governmental authority to levy taxes on the Leased Substances or any of them or the income therefrom, and governmental requirements and limitations of general application as to production rates on the operations of any property;
(vii) statutory exceptions to title, and the reservations, limitations, provisos and conditions in any original grants from the Crown of any of the mines and minerals within, upon or under the Lands;
(viii) any security held by any Third Party encumbering Vendor's interest in and to the Assets or any part or portion thereof, in respect of which Vendor delivers a discharge in registrable form, a no interest letter or like document (in a form satisfactory to Purchaser acting reasonably) to Purchaser at or prior to Closing;
(ix) the terms and conditions of the Title Documents, provided that, any security interest, lien, royalty, penalty or forfeiture arising as a result of non-participation in operations, rights of first refusal or other preferential rights to purchase any of the Assets as a consequence of the Parties entering into this Agreement, alteration of Vendor's interest in any Assets because of payout conversion or any other encumbrance or adverse claim or interest created under or pursuant to any of the Title Documents prior to the date hereof, shall be considered to be a Permitted Encumbrance only if it satisfies another provision of this section 1.1(y);
(x) the Sale, Processing and Transportation Contracts and agreement or agreements (if any) for the sale, processing or transportation of Leased Substances that are terminable on not greater than 62 days notice (without an early termination penalty or other cost); and
(xi) all royalty burdens, liens, adverse claims, penalties, reductions in interests and other encumbrances set out in Schedule "A";
(aa) "Petroleum and Natural Gas Rights" means all rights to and in respect of the Leased Substances and the Title Documents (but only to the extent that the Leased Substances are within, upon or under the Lands and the Title Documents pertain to the Lands), including without limitation the interests set out in Schedule "A".
(bb) "Petroleum Substances" means any of crude oil, crude bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, and any and all other substances related to any of the foregoing, whether liquid, solid or gaseous, and whether hydrocarbons or not, including without limitation sulphur;
(cc) "Purchase Price" means the sum of money first set out in section 2.6;
(dd) "Regulatory Agency" means the Alberta Energy Regulator, or any successor thereto having jurisdiction over the Assets or certain of them and the operation thereof;
(ee) "Reserves Report" means the independent engineering evaluation prepared by Chapman Petroleum Engineering Ltd. dated June 30, 2022 evaluating the oil, NGLs and natural gas attributable to the Assets;
(ff) "Resolution" means the special resolution to be considered by the Parent Company Shareholders at the Parent Company Meeting to approve the sale of all or substantially all the assets of Parent Company pursuant to Section 301 of the Business Corporations Act (British Columbia);
(gg) "Sale, Processing and Transportation Contracts" means the agreement or agreements, if any, set out in Schedule "B" under the heading "Sale, Processing and Transportation Contracts";
(hh) "Security Deficient Party" has the meaning ascribed to that term in Clause 2.3(c);
(ii) "Security Provider" has the meaning ascribed to that term in Clause 2.3(c);
(jj) "Shareholder Approval" means the approval by the Parent Company Shareholders of the Resolution at the Parent Company Meeting or by way of Written Consent;
(kk) "Specific Conveyances" means all conveyances, assignments, transfers, novations and other documents or instruments that are reasonably required or desirable to convey, assign and transfer the interest of Vendor in and to the Assets to Purchaser and to novate Purchaser in the place and stead of Vendor with respect to the Assets;
(ll) "Take or Pay Obligations" means obligations to sell or deliver Leased Substances or any of them, rights to which are granted, reserved or otherwise conferred pursuant to the Title Documents, without being entitled in due course to receive and retain full payment for such Leased Substances;
(mm) "Tangibles" means, subject to any and all limitations and exclusions provided for in this definition, the Facilities and any and all tangible depreciable property and assets other than the Facilities which:
(i) are located within, upon or in the vicinity of the Lands;
(ii) are used or are intended to be used to produce, process, gather, transport, treat, measure, make marketable or inject the Leased Substances or any of them or in connection with water injection, water disposal or removal operations; and
(iii) pertain to the Petroleum and Natural Gas Rights; including without limitation any and all gas plants, oil batteries, buildings, production equipment, pipelines, pipeline connections, meters, generators, motors, compressors, treaters, dehydrators, scrubbers, separators, pumps, tanks, boilers and communication equipment (including any SCADA systems) but excluding all motorized vehicles, but excluding the tangible depreciable property and assets listed under the heading "Excluded Tangibles" in Schedule "A";
(nn) "Third Party" means any individual or entity other than Vendor and Purchaser, including without limitation any partnership, corporation, trust, unincorporated organization, union, government and any department and agency thereof and any heir, executor, administrator or other legal representative of an individual;
(oo) "this Agreement", "herein", "heretof", "hereof" and similar expressions mean and refer to this Agreement of Purchase and Sale;
(pp) "Title Documents" means, collectively, any and all certificates of title, leases, reservations, permits, licences, assignments, trust declarations, operating agreements, royalty agreements, gross overriding royalty agreements, participation agreements, farm-in agreements, sale and purchase agreements, pooling agreements and any other documents and agreements granting, reserving or otherwise conferring rights to
(i) explore for, drill for, produce, take, use or market Petroleum Substances;
(ii) share in the production of Petroleum Substances;
(iii) share in the proceeds from, or measured or calculated by reference to the value or quantity of, Petroleum Substances which are produced; and
(iv) rights to acquire any of the rights described in items (i) to (iii) of this definition;

but only if the foregoing pertain in whole or in part to Petroleum Substances within, upon or under the Lands, including without limitation those, if any, set out in Schedule "A";

(qq) "TSXV" means the TSX Venture Exchange Inc.;
(rr) "Units" means the units of the Purchaser, comprised of one Common Share and one Warrant;
(ss) "Warrants" means the common share purchase warrants of the Purchaser, each one entitling the holder thereof to purchase one Common Share at a price of \$0.30 per share for a period of three (3) years from the date of Closing;
(tt) "Warranty Date" means December 8th, 2022, and reflect the date upon which Vendor shall make no further adverse or material changes to the Assets so as to permit the Purchaser to conduct due diligence and to understand the relevant state and condition of the Assets;
(uu) "Written Consent" has the meaning ascribed thereto in Section 3.4(b) of this Agreement;
(vv) "Wells" means all wells:
(i) which are located within the Lands or any lands pooled or unitized therewith; or
(ii) which have been, are or may be used in connection with the Petroleum and Natural Gas Rights; or
(iii) which are set out in Schedule "B" under the heading "Wells";

including abandoned wells which have not been fully reclaimed and regardless of whether or not a reclamation certificate has not been issued in connection therewith, including without limitation producing, shut-in, suspended, abandoned, water source, water disposal and water injection wells.

1.2 Headings

The expressions "Article", "section", "subsection", "clause", "subclause", "paragraph" and "Schedule" followed by a number or letter or combination thereof mean and refer to the specified article, section, subsection, clause, subclause, paragraph and schedule of or to this Agreement.

1.3 Interpretation Not Affected by Headings

The division of this Agreement into Articles, sections, subsections, clauses, subclauses and paragraphs and the provision of headings for all or any thereof are for convenience and reference only and shall not affect the construction or interpretation of this Agreement.

1.4 Included Words

When the context reasonably permits, words suggesting the singular shall be construed as suggesting the plural and vice versa, and words suggesting gender or gender neutrality shall be construed as suggesting the masculine, feminine and neutral genders.

1.5 Schedules

There are appended to this Agreement the following schedules pertaining to the following

matters:

Schedule "A" Lands Petroleum and Natural Gas Rights

Schedule "B"	AFEs
	Facilities
	Sale, Processing and Transportation Contracts
	Wells
Schedule "C"	General Conveyance

Such schedules are incorporated herein by reference as though contained in the body hereof. Wherever any term or condition of such schedules conflicts or is at variance with any term or condition in the body of this Agreement, such term or condition in the body of this Agreement shall prevail.

1.6 Damages

All losses, costs, claims, damages, expenses and liabilities in respect of which a Party has a claim pursuant to this Agreement include without limitation reasonable legal fees and disbursements on a solicitor and client basis.

1.7 Knowledge

Where in this Agreement a representation or warranty is limited to the knowledge, of Vendor, such knowledge consists of the actual knowledge of the current officers of Vendor whose normal responsibilities relate to the subject matter of the representation or warranty and shall not include the actual knowledge of any other Person and shall not in any case include the implied or imputed knowledge of any Person, including those individuals specifically named above.

ARTICLE 2 PURCHASE AND SALE AND CLOSING

2.1 Purchase and Sale

Vendor hereby agrees to sell, assign, transfer, convey and set over to Purchaser, and Purchaser hereby agrees to purchase from Vendor, all of the right, title, estate and interest of Vendor (whether absolute or contingent, legal or beneficial) in and to the Assets subject to and in accordance with the terms of this Agreement. Any Assets held by Parent Company will be transferred to the Vendor prior to Closing. For clarity, the parties hereto intend to have all the Assets transfer from Vendor to Purchaser at Closing.

2.2 Closing

Closing shall take place at the Closing Place at the Closing Time if there has been satisfaction or waiver of the conditions of Closing herein contained. Subject to all other provisions of this Agreement, possession, risk and beneficial ownership of Vendor's interest in and to the Assets shall pass from Vendor to Purchaser at the Closing Time. The Parties shall execute and deliver the General Conveyance at Closing.

2.3 Specific Conveyances

(a) Vendor shall prepare the Specific Conveyances at its cost and as required. All Specific Conveyances that are prepared and circulated to Purchaser a reasonable time prior to the Closing Time shall be executed and delivered by the Parties at Closing.
(b) Subject to section 8.4, forthwith after Closing, Purchaser shall at its cost circulate and register, as the case may be, all Specific Conveyances that by their nature may be circulated or registered. Purchaser shall be responsible for all registration fees pertaining to same.
(c) As soon as reasonably practicable after the execution hereof (but in all events within five Business Days after the execution hereof) the Vendor, after approval of Purchaser as to form and content, shall submit to the Regulatory Agency an unexecuted license transfer application (in the form prescribed under the applicable law, regulations and guidelines) in respect of any of the Wells and Facilities for which Vendor is licensee so that the Regulatory Agency may make an assessment of the impact of the transfer of the licenses for such Wells and Facilities by Vendor to Purchaser as contemplated herein on the licensee liability ratings of both Parties. If the Regulatory Agency determines that either of the Parties is required to provide a security deposit to the Regulatory Agency (or increase its current security deposit with the Regulatory Agency) as a consequence of the proposed transfer, the applicable Party shall provide such security deposit (or increase its existing security deposit) promptly after the notification of such requirement by the Regulatory Agency. If a Party (the "Security Deficient Party") fails to make the required security deposit (or increase its existing security deposit) within five Business Days of such notification, the other Party (the "Security Provider") may, but is not obligated to, provide such security deposit on behalf of the Security Deficient Party in such circumstances and such Security Deficient Party shall, on demand, reimburse the Security Provider for the amount of the security deposit so provided by it and pay to the Security Provider interest on such amount at a rate of interest equal to the rate designated by the National Bank of Canada's main branch in Calgary, Alberta as its "prime rate" for Canadian dollar denominated commercial loans, plus three percentage points, for the period from and including the date on which such security deposit is provided to the Regulatory Agency by the Security Provider, to the date on which the reimbursement of the amount of such security deposit and payment of the corresponding interest thereon is made in full.

2.4 Title Documents and Miscellaneous Interests

Vendor shall deliver to Purchaser at Closing the original copies, including any electronic copies, of the Title Documents and any other agreements and documents to which Vendor's interest in and to the Assets is subject and the original copies, including electronic copies of contracts, agreements, records, books, documents, licences, reports and data, schematics, facility drawings, build schematics, drawings and blueprints comprising Miscellaneous Interests which are now in the possession of Vendor or of which it gains possession prior to or subsequent to Closing. In the event that any of the foregoing Title Documents or Miscellaneous Interests are not in Vendor's possession Vendor shall use its reasonable efforts to assist Purchaser in its attempts to obtain such Title Documents and Miscellaneous Interests. Notwithstanding the foregoing, if and to the extent such Title Documents, contracts, agreements, records, books, documents, licences, reports and data also pertain to interests other than Vendor's interest in and to the Assets, photocopies or other copies may be provided to Purchaser in lieu of original copies. Purchaser shall, upon request and after reasonable notice, provide reasonable access, at the offices of Purchaser and during its normal business hours, to such of the Title Documents and other contracts, agreements, records, books, documents, licenses, reports and data comprising Miscellaneous Interests delivered by Vendor pursuant hereto, as Vendor may require for purposes concerning the interests which Vendor held in the Assets prior to the Closing Time and the calculation of adjustments prior to the finalization of same, subject always to the requirement that all such information shall remain confidential.

2.5 Form of Payment

All payments to be made pursuant to this Agreement shall be in Canadian funds. If applicable, all cash payments to be made at Closing shall be made by wire transfer to an account designated by Vendor to Purchaser in writing prior to Closing.

2.6 Purchase Price

(a) The aggregate consideration to be paid by Purchaser to Vendor for Vendor's interest in and to the Assets shall be \$1,300,000.00 (the "Base Price") as further details below:
(i) \$100,000.00 Cash;
- (A) 20% payable upon execution of this Agreement ("Initial Cash Payment") and 80% payable upon Closing ("Closing Cash Payment"). The Closing Cash Payment will be subject to adjustments in favor of the Purchaser for all costs incurred by Purchaser in relation to reviewing the Vendors land records, validating the Vendors interest and assisting the Vendor with the preparation of the specific conveyancing required at Closing. Purchaser shall provide a written statement of all such adjustments to be made at Closing, and shall cooperate with Vendor to enable Vendor to verify the accuracy of such statement.
- (B) In the event Closing does not occur, the Initial Cash Payment will be refunded to Purchaser- without exception, within 5 business days of either party serving notice to terminate this Agreement.
(ii) an aggregate of 10,000,000 Units at a deemed price of \$0.12 per Unit;

The Base Price does not include any amount in respect of Goods and Services Tax.

(b) At the Closing Time, Purchaser shall pay to Vendor the Base Price and deliver the Units to Vendor ("Purchase Price"), In addition, at the Closing Time:
(i) Purchaser shall also pay, in cash, to Vendor the Parties' good faith estimate of the Goods and Services Tax payable in respect of the sale and purchase of the Assets hereunder (as set forth in section 2.7), which Vendor shall remit according to law.

2.7 Goods and Services Tax

Under current legislation and based on the allocation of the Purchase Price in section 2.9, Vendor and Purchaser estimate the Goods and Services Tax payable by Purchaser in respect of the sale and purchase of the Assets hereunder to be \$13,000.00. The Goods and Services registration number of Vendor is 791764319 RT0001.

2.8 Other Taxes

From and after Closing, Purchaser shall be solely responsible for, and shall indemnify and save Vendor harmless from and against, all sales taxes, transfer taxes, fees, charges, levies or similar assessments, including Goods and Services Tax, and also including any fines, penalties and similar charges in respect of such taxes, which may be imposed by any governmental authority and pertaining to its acquisition of the Assets or to the circulation and registration of the Specific Conveyances and shall remit any such amounts to Vendor or the applicable governmental authority according to law. The Parties acknowledge that the amount paid by Purchaser and collected by Vendor at Closing on account of Goods and Services Tax is only the Parties' estimate of the amount payable by Purchase in this regard and shall not, in and of itself, satisfy Purchaser's obligations under this section 2.8.

2.9 Allocation of Purchase Price

The Parties shall allocate the Purchase Price as follows:

(a) to Vendor's interest in the Tangibles: \$260,000.00;
(b) to Vendor's interest in the Miscellaneous Interests: \$10.00; and
(c) to Vendor's interest in the Petroleum and Natural Gas Rights, the balance of the Purchase Price after the allocations in paragraphs (a) and (b) immediately above.

ARTICLE 3 CONDITIONS OF CLOSING

3.1 Purchaser's Conditions

The obligation of Purchaser to purchase Vendor's interest in and to the Assets is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser:

(a) the representations and warranties of Vendor and Parent Company contained in section 4.1 shall be true in all material respects when made and as of the Closing Time and, at the Closing Time, Vendor shall have delivered to Purchaser a certificate of an officer of Vendor certifying same;
(b) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects;
(c) from Warranty Date to the Closing Time, the Tangibles, taken as a whole, shall have suffered no material, adverse damage or change;
(d) Vendor shall have delivered to Purchaser at or prior to Closing discharges of or no interest letters in respect of any security held by any Third Party encumbering Vendor's interest in and to the Assets or any part or portion thereof, which discharges or no interest letters are requested by Purchaser a reasonable time (but not less than 5 (five) Business Days) prior to Closing and are in a form or forms satisfactory to Purchaser acting reasonably;
(e) prior to the Closing Time, Vendor shall have obtained and produced to Purchaser the written consent to the transaction contemplated hereby of each Third Party whose consent is required under the terms of the Title Documents and any other agreements and documents to which Vendor's interest in the Assets is subject, but excluding any such consent that cannot be unreasonably withheld and any other consents that are customarily obtained after the completion of transactions similar to the one provided for herein in Western Canada;
(f) the General Conveyance shall have been duly executed by Vendor and delivered to Purchaser at the Closing Time;
(g) Purchaser will have full access to the Assets and all records, files and contracts of Vendor in order to conduct due diligence;
(h) Purchaser will have full access to Vendor's records, files and contracts pertaining to the Assets to conduct due diligence;
(i) Purchaser is satisfied with the Vendor's title to the Assets and the environmental condition of the Assets;
(j) a certified copy of:
(i) approval by the Parent Company, as sole shareholder of Vendor pursuant to Section 190 of the Business Corporations Act (Alberta);
(ii) Shareholder Approval;
(iii) approval of the board of directors of Vendor in respect of the execution of this Agreement and the transaction contemplated by this Agreement;
(iv) approval of the board of directors of Parent Company in respect of the execution of this Agreement and the transaction contemplated by this Agreement;
(k) the receipt of the Exchange Approval;
(l) Purchaser is satisfied that all Assets held by the Parent Company have been transferred to the Vendor prior to Closing;
(m) Vendor shall have delivered directly to the TSXV within two (2) Business Days of the date of this Agreement, a Personal Information Form in the form prescribed by the TSXV for mind and management of the Vendor;
(n) from and after the Adjustment Date until Closing, Vendor shall not have entered into any agreements or amended any existing agreements relating to the Assets without the express written consent of the Purchaser, which will not be unreasonably withheld;
(o) an executed copy of the Hold Period and Standstill Agreement;
(p) the concurrent filing of an early warning report by Vendor in accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues;
(q) an executed copy of the Parental Guarantee;
(r) the Purchaser shall review and be satisfied with any processing, gathering, compression, transportation or similar agreements for the Assets;
(s) the Purchaser shall be satisfied with the Vendor's LLR and LMR rating, in its sole discretion; and
(t) all required regulatory approvals in respect of the proposed transaction contemplated by this Agreement.

If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Purchaser, at or before the Closing Time, Purchaser, as the sole and exclusive remedy available to it, terminate this Agreement by written notice to Vendor. Vendor and Purchaser shall be released and discharged from all obligations, liabilities and claims hereunder, whether arising before or after such termination, including any claims in respect of the termination of this Agreement, except as provided in this section 3.1 and section 9.17.

3.2 Vendor's Conditions

The obligation of Vendor to sell its interest in and to the Assets is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Vendor and may be waived by Vendor:

(a) the representations and warranties of Purchaser herein contained shall be true in all material respects when made and as of the Closing Time and, at the Closing Time, the Purchaser shall have delivered to Vendor, a certificate of an officer of Purchaser certifying same;
(b) all obligations of Purchaser contained in this Agreement to be performed prior to or at the Closing Time shall have been timely performed in all material respects;
(c) all amounts to be paid by Purchaser to Vendor at the Closing Time shall have been paid to Vendor in the form stipulated in this Agreement;
(d) the General Conveyance shall have been duly executed by Purchaser and delivered to Vendor at the Closing Time.

If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Vendor, at or before the Closing Time, Vendor, as the sole and exclusive remedy available to it, terminate this Agreement by written notice to Purchaser. If Vendor so terminates this Agreement, Vendor and Purchaser shall be released and discharged from all obligations, liabilities or claims hereunder, whether arising before or after such termination, including any claims in respect of the termination of this Agreement, except as provided in this section 3.2 and section 9.17.

3.3 Efforts to Fulfil Conditions Precedent

Each of Purchaser and Vendor shall proceed diligently and in good faith and use its reasonable efforts to satisfy and comply with and assist in the satisfaction and compliance with the conditions precedent. If there is a condition precedent that is to be satisfied or complied with prior to the Closing Time, and if, by the time the condition precedent is to be satisfied or complied with, the Party for whose benefit the condition precedent exists fails to notify the other Party whether or not the condition precedent has been satisfied or complied with, the condition precedent shall be conclusively deemed to have been satisfied or complied with.

3.4 Shareholder Approval

(a) Parent Company Meeting

(i) Unless the Written Consent is received, Parent Company shall, as soon as reasonably practicable, call and hold the Parent Company Meeting (provided that such Parent Company Meeting shall be held no later than January 15th, 2023) and shall put forward for approval at the Parent Company Meeting the Resolution.
(ii) Parent Company shall prepare the Parent Company Circular, in consultation with the Purchaser and their legal counsel and in compliance with applicable Canadian securities laws and cause such Parent Company Circular to be mailed to the Parent Company Shareholders as soon as reasonably practicable (and by no later than December 31st, 2022) and filed with applicable regulatory authorities and other governmental authorities in all jurisdictions where the same are required to be mailed and filed.
(iii) Parent Company and Purchaser shall cooperate in the preparation, filing and mailing of the Parent Company Circular and Parent Company shall provide Purchaser and its representatives with a reasonable opportunity to review and comment on the Parent Company Circular and any other relevant documentation and shall incorporate all reasonable comments thereon.
(iv) Parent Company shall conduct the Parent Company Meeting in all material respects in accordance with the constating documents of Parent Company and applicable law.
(v) Parent Company shall allow Purchaser and Purchaser's legal and financial advisors to attend the Parent Company Meeting.
(vi) Parent Company shall not adjourn, postpone or cancel (or propose to adjourn, postpone or cancel) the Parent Company Meeting without the prior written consent of Purchaser, acting reasonably, except as required for quorum purposes (in which case the Parent Company Meeting shall be adjourned and not cancelled) or by applicable laws or by a governmental entity.
(vii) Parent Company shall use all commercially reasonable efforts to obtain Parent Company Shareholder approval of the resolutions put forward at the Parent Company Meeting by the Parent Company Shareholders and solicit proxies for the approval of the Resolution in accordance with applicable laws. Parent Company shall cooperate with Purchaser in connection with obtaining the requisite Parent Company Shareholder approval of the resolutions put forward at the Parent Company Meeting, including providing regular status updates on its progress in obtaining any such approval and solicitations of proxies in respect of the Parent Company Meeting and updates received from Parent Company's transfer agent, if any.

(b) Written Consent

(i) Parent Company may, in consultation with Purchaser, determine to seek approval for the Resolution by consent in writing by all Parent Company Shareholders (the "Written Consent"). If the Written Consent is received prior to the mailing of Parent Company Circular in accordance with this Section 3.4, Parent Company will not call or hold the Parent Company Meeting.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of Vendor and Parent Company

Purchaser acknowledges that it is purchasing the Assets on an "as is, where is" basis, without representation and warranty and without reliance on any information provided to or on behalf of Purchaser by Vendor, Parent Company or any Third Party, except that and subject in all instances to the Permitted Encumbrances or any matter disclosed in any of the Schedules hereto, Vendor and Parent Company makes the following representations and warranties to Purchaser, no claim in respect of which shall be made or be enforceable by Purchaser except as provided in section 5.1 and unless written notice of such claim, with reasonable particulars, is given by Purchaser to Vendor or Parent Company within a period of 12 months from the Closing Time:

(a) each of Vendor and Parent Company has been duly incorporated, amalgamated or created, as the case may be, and is validly subsisting under the laws of its jurisdiction of formation and has the requisite power and capacity to own its assets and properties as now owned and to carry on its business as now conducted. Each of Vendor and Parent Company is duly registered or authorized to conduct its affairs or do business, as applicable, and is in good standing in each jurisdiction in which the character of its assets and properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such registration or authorization necessary;
(b) the execution, delivery and performance of this Agreement by each of Vendor and Parent Company has been duly and validly authorized by any and all requisite corporate and directors' actions (other than the Shareholder Approval) and will not result in any violation of, be in conflict with or constitute a default under any articles, charter, bylaw or other governing document to which Vendor or Parent Company is bound, as applicable;
(c) the execution, delivery and performance of this Agreement by each of Vendor and Parent Company will not result in any violation of, be in conflict with or constitute a default under any term or provision of any agreement or document to which Vendor or Parent Company is party or by which Vendor or Parent Company is bound, nor under any judgment, decree, order, statute, regulation, rule or license applicable to Vendor or Parent Company;
(d) this Agreement and any other agreements delivered in connection herewith constitute (or when executed and delivered shall constitute) valid and binding obligations of Vendor or Parent Company enforceable against Vendor or Parent Company in accordance with their terms, subject to all applicable laws pertaining to bankruptcy, insolvency and creditors' rights generally and the general principles of equity;
(e) other than the Shareholder Approval, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body exercising jurisdiction over the Assets is required for the due execution, delivery and performance by Vendor of this Agreement, other than authorizations, approvals or exemptions from requirement therefor, previously obtained and currently in force;
(f) a true and complete copy of the Reserves Report has been provided to the Purchaser;
(g) the Vendor co-operated with Chapman Petroleum Engineering Ltd. ("Chapman") in the preparation of the Reserves Report which has been accepted and approved by the board of directors of the Vendor. The Vendor has made available to Chapman prior to the issuance of the Reserves Report for the purpose of preparing such report, all information requested by Chapman, which information did not, at the time such information was provided, contain any material misrepresentation, and the Vendor does not have any knowledge of a material adverse change in any production, cost, reserves, resources or other relevant information provided to Chapman since the date that such information was so provided. The Vendor believes that the Reserves Report reasonably presents the estimated quantity and pre-tax net present values of the oil, NGLs and natural gas reserves associated with the Assets evaluated in such report as at June 30, 2022, based upon information available at the time such reserves information was prepared, and the Vendor believes that at the date of such report it reasonably presents the aggregate estimated quantity and pre-tax net present values of such reserves and resources or the estimated monthly productions volumes therefrom;
(h) neither Vendor nor Parent Company has not incurred any obligation or liability, contingent or otherwise, for brokers' or finders' fees in respect of this Agreement or the transaction to be effected by it for which Purchaser shall have any obligation or liability;
(i) the interest of Vendor in and to all property, assets, interests and rights comprising the Tangibles is equivalent to the interest of Vendor in and to the corresponding Petroleum and Natural Gas Rights provided however that in respect of the Facilities the interest of Vendor is as set out in Schedule "B" and, without restricting the generality of the foregoing, none of the Tangibles is leased or rented;
(j) except as may be identified in Schedules "A" and "B", the interest of Vendor in and to all property, assets, interests and rights comprising the Tangibles is sufficient such that Vendor is not subject to any penalty, fee, levy, charge or other compensation payable to any Third Party (other than Vendor's share of the costs for the construction, installation, operation or maintenance thereof) for the use of or access to Vendor's interest in the Tangibles;
(k) excluding the sale of Leased Substances produced from or allocated to the Assets, no Assets which are used, were used or are intended to be used in producing, processing, gathering, treating, measuring, making marketable or injecting the Leased Substances or any of them or in connection with water injection or removal operations that pertain to the Petroleum and Natural Gas Rights and which were located on or in the vicinity of the Lands as of Warranty Date has been removed from its location since the Warranty Date;
(l) Vendor or Parent Company has not alienated or encumbered the Assets or any part or portion thereof, Vendor or Parent Company has not received notice from any Third Party of any act or omission by it whereby the interest of Vendor in and to the Assets or any part or portion thereof

may be cancelled or determined, and Vendor's interest in the Assets is now free and clear of all liens, royalties, conversion rights and other claims of Third Parties, created by, through or under Vendor;

(m) the interest of Vendor in and to the Assets (including the interests being assigned from Parent Company to Vendor prior to Closing) is not subject to any preferential, pre-emptive or first purchase rights, created by, through or under Vendor or Parent Company, that become operative by virtue of this Agreement or by the assignment between Parent Company and Vendor prior to Closing or the transaction to be effected by it;
(n) Subject to the Vendor's or Parent Company's other representations and warranties made pursuant to this section, the Permitted Encumbrances and the rents, covenants, conditions and stipulations in the Title Documents on the lessee's or holder's part thereunder to be paid, performed and observed, the Purchaser, from and after the Closing Time, may hold and enjoy the Assets for its own use and benefit without any interruption or claim of or by the Vendor or Parent Company or any person claiming through or under the Vendor or Parent Company;
(o) Vendor or Parent Company has not received notice from any Third Party of any failure or purported failure by it to comply with, perform, observe or satisfy, in any material respect, any term, condition, obligation or liability which has heretofore arisen under the provisions of any of the Title Documents or any other agreements and documents to which Vendor's interest in the Assets is subject, and which failure would result in the material impairment or loss of the interest of Vendor in and to the Assets or which would otherwise materially and adversely affect Vendor's interest in the Assets;
(p) Vendor or Parent Company has not received notice from any Third Party claiming an interest in and to Vendor's interest in the Assets adverse to the interest of Vendor therein;
(q) Vendor or Parent Company has not received notice from any Third Party of any default or purported default under any obligation, agreement, document, order, writ, injunction or decree of any court or of any commission or administrative agency, which default would result in the material impairment or loss of the interest of Vendor in and to the Assets or which would otherwise materially and adversely affect Vendor's interest in the Assets;
(r) Vendor or Parent Company has not received notice of any suit, action or other proceeding before any court or governmental agency that has been commenced against Vendor or Parent Company, which suit, action or other proceeding, if determined against the interests of Vendor or Parent Company, would result in the material impairment or loss of the interest of Vendor in and to the Assets or which would otherwise materially and adversely affect Vendor's interest in the Assets or any rights to, and rights to enter upon, use or occupy the surface of any lands which are or may be used to gain access to or otherwise use the Petroleum and Natural Gas Rights and the Tangibles, or either of them and, to the knowledge of Vendor or Parent Company, no such suit, action or other proceeding has been threatened;
(s) to Vendor's and Parent Company's knowledge, all amounts due and payable to Third Parties prior to the date hereof and pertaining to Vendor's interest in the Assets have been fully paid, including without limitation (i) any and all ad valorem and property taxes, (ii) any and all production, severance and similar taxes, charges and assessments based upon or measured by the ownership or production of the Leased Substances or any of them or the receipt of proceeds therefor, (iii) all

amounts payable in connection with Permitted Encumbrances; and all rentals and payments have been fully paid to keep the Lands in good standing;

(t) other than those of which the Purchaser has notice or as disclosed on Schedule "B" hereto, the Vendor has no knowledge of any AFEs issued or approved by the Vendor with respect to Vendor's interest in the Assets under which amounts may become payable after the Adjustment Date under which Vendor's share will be greater than \$25,000.00;
(u) in respect of the Assets that are operated by Vendor, if any, Vendor holds all valid licenses, permits and similar rights and privileges that are required and necessary under applicable law to operate those Assets presently operated by Vendor;
(v) to the knowledge of Vendor and Parent Company, any and all operations conducted on or in respect of the Assets since the time at which Vendor acquired its interest in the Assets, have been conducted in accordance, in all material respects, with good oil and gas industry practices at the applicable time or times and in material compliance with all applicable laws, rules, regulations, orders and directions of governmental and other competent authorities;
(w) Vendor or Parent Company has not received any notice pertaining to its interest in the Assets in respect of any offset obligations (including obligations to drill wells, surrender rights or pay compensatory royalties) that have not been satisfied in all material respects or permanently waived;
(x) there are no active area of mutual interest provisions in any of the Title Documents or other agreements or documents to which Vendor's interest in the Assets is subject and for which Purchaser would become liable as a consequence of Closing;
(y) excepting production limits of general application in the oil and gas industry, Vendor or Parent Company has not received a notice from any governmental authority having jurisdiction imposing a production penalty on or in respect of the Assets;
(z) Vendor or Parent Company has not received written notice of:
(i) any orders or directives issued by any governmental authority having jurisdiction over Vendor or the Assets which relate to environmental matters and which require any work, repairs, construction or capital expenditures with respect to the Assets, where such orders or directives have not been complied with in all material respects; or
(ii) any demand or notice issued by any governmental authority having jurisdiction over Vendor or the Assets with respect to the breach of any environmental, health or safety law applicable to the Assets, including without limitation, respecting the use, storage, treatment, transportation or disposition of environmental contaminants, which demand or notice remains outstanding in any material respect on the date hereof;
(aa) except for the Sale, Processing and Transportation Contracts and agreements and other arrangements that may be terminated on notice of 62 days or less (without an early termination penalty or other cost), Vendor is not a party to and Vendor's interest in and to the Assets is not otherwise bound any
(i) production sales contracts pertaining to the Leased Substances or any of them;
(ii) gas balancing or similar agreements pertaining to the Leased Substances or any of them;
(iii) agreements for the transportation, processing or disposal of the Leased Substances or any of them or substances produced in connection with the Leased Substances or any of them;
(iv) agreements for the contract operation by a Third Party of the Assets or any of them; and
(v) agreements to provide transportation, processing or disposal capacity or service to any Third Party;

for which Purchaser would become liable as a consequence of Closing;

(bb) there are no Take or Pay Obligations relating to Vendor's interest in the Assets for which Purchaser would become liable as a consequence of Closing;
(cc) as of the date hereof, respecting the Regulatory Agency, the licensee liability rating of Vendor equals or exceeds 1.0 and it will not fall below 1.0 as a result of any licence transfer application(s) submitted or to be submitted in respect of Vendor's interest in the Assets and the transaction effected hereby; and
(dd) to Vendor's knowledge, prior to the date of this Agreement Vendor or its representatives have made available to Purchaser or its representatives all relevant records, books, accounts, documents, files, information, materials and filings pertaining to the ownership of the Assets, including all of the relevant Title Documents and other agreements and documents comprising the Miscellaneous Interests, that are in Vendor's possession and control for the purpose of Purchaser's due diligence review of Vendor's title to the Assets.

4.2 Limitation on Vendor's Representation and Warranties

Without limiting the generality of section 4.1 and except and to the extent expressly stated in sections 4.1 and 4.4, Vendor does not warrant title to the Assets or make any representations or warranties with respect (except those contained in the Vendor Information in section 4.4)) to:

(a) any data or information, including any engineering, geological or other interpretations or evaluations supplied by Vendor in connection with the Assets;
(b) the quality, quantity or recoverability of Petroleum Substances within or under the Lands or any lands pooled or unitized therewith;
(c) the value of the Assets or the future cash flow therefrom;
(d) the condition of the Assets or the fitness of the Assets for any particular purpose; or
(e) Vendor's interest in or to the Assets;

and Vendor hereby expressly negates, and Purchaser hereby waives, all other representations and warranties relating to Vendor, the Assets or Vendor's interest in or title to the Assets, regardless of whether such representations and warranties were made directly or indirectly, in verbal, written or electronic form, by Vendor or any of its directors, officers, employees or other personnel or agents or implied under or by operation of law or custom.

4.3 Acknowledgements

Without detracting from Purchaser's reliance on Vendor's and Parent Company's representation and warranties in section 4.1, Purchaser acknowledges that:

(a) it has made its own independent investigation, analysis, evaluation and inspection of Vendor's interest in the Assets, including a review of Vendor's title thereto and the state and condition thereof and has relied on its own investigation, analysis, evaluation and inspection as to its assessment of the condition, quantum and value of the Assets and Vendor's interest in or title to the Assets;
(b) it has been provided with the right and opportunity to conduct its own due diligence and site inspections of and in respect to environmental liabilities associated with the Assets, if any, and has relied on its own investigation, analysis, evaluation and inspection as to its assessment of the environmental condition of the Assets; and
(c) the Vendor has provided the Purchaser with a reasonable opportunity to inspect the Assets and the Title Documents at the sole cost, risk and expense of the Purchaser (insofar as the Vendor could reasonably provide such access).

4.4 Purchaser Disclosure Documents

(a) Vendor shall provide such assistance and information as Purchaser may reasonably request in connection with the preparation of the Purchaser Disclosure Documents. Without limiting the generality of the foregoing, Vendor shall promptly furnish to Purchaser all information concerning it and the Assets as may be required pursuant to Canadian Securities Laws and TSXV policies for inclusion in: (A) a business acquisition report to be prepared in connection with the Transaction, if required; and (B) such other disclosure as Purchaser is required to prepare in accordance with Canadian Securities Laws or TSXV rules and policies (collectively, the "Purchaser Disclosure Documents"), which the Parties acknowledge and agree may consist of the following: (i) if Closing occurs before December 31, 2022; (A) audited operating statements for the Assets for the year ended December 31, 2021; (B) unaudited operating statements for the Assets for the year ended December 31, 2020; (C) unaudited operating statements for the Assets for the 9 month period ended September 30, 2022; (D) the Reserves Report; (ii) if Closing occurs after December 31, 2022: (A) audited operating statements for the Assets for the year ended December 31, 2022; (B) unaudited operating statements for the Assets for the year ended December 31, 2021; (C) an independent engineering evaluation effective December 31, 2022 evaluating the oil, NGLs and natural gas attributable to the Assets, (collectively, the "Vendor Information").
(b) Vendor covenants and agrees that the Vendor Information will not contain any Misrepresentation at the time such information is filed with Canadian Securities Regulators and/or printed for distribution to the Purchaser shareholders, as the case may be; provided that: (i) Vendor and Vendor's counsel shall be given a reasonable opportunity to review and comment on any Vendor

Information included in a Purchaser Disclosure Document prior to the time such information is filed with Canadian Securities Regulators and/or printed for distribution to the Purchaser shareholders, as the case may be; and (ii) all Vendor Information included in a Purchaser Disclosure Document shall be in form and content satisfactory to Vendor, acting reasonably.

(c) Vendor shall continue to provide such assistance and information as Purchaser may reasonably request in connection with the preparation of a business acquisition report to be prepared in connection with the transaction contemplated by this Agreement and such other disclosure as Purchaser is required to prepare in accordance with Canadian Securities Laws in connection with the transaction following Closing (which, for greater certainty, are Purchaser Disclosure Documents for purposes of this Agreement).

4.5 Representations and Warranties of Purchaser

Purchaser makes the following representations and warranties to Vendor, no claim in respect of which shall be made or be enforceable by Vendor except as provided in section 5.2 and unless written notice of such claim, with reasonable particulars, is given by Vendor to Purchaser within a period of 12 months from the Closing Time:

(a) Purchaser is a corporation duly organized and validly existing under the laws of the jurisdiction of incorporation of Purchaser, is authorized to carry on business in the Province in which the Lands are located, and now has good right, full power and absolute authority to purchase the interest of Vendor in and to the Assets according to the true intent and meaning of this Agreement;
(b) the execution, delivery and performance of this Agreement has been duly and validly authorized by any and all requisite corporate, shareholders' and directors' actions and will not result in any violation of, be in conflict with or constitute a default under any articles, charter, bylaw or other governing document to which Purchaser is bound;
(c) the execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with or constitute a default under any term or provision of any agreement or document to which Purchaser is party or by which Purchaser is bound, nor under any judgment, decree, order, statute, regulation, rule or license applicable to Purchaser;
(d) this Agreement and any other agreements delivered in connection herewith constitute valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms;
(e) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body exercising jurisdiction over the Assets is required for the due execution, delivery and performance by Purchaser of this Agreement, other than authorizations, approvals or exemptions from requirement therefor, previously obtained and currently in force;
(f) Purchaser has not incurred any obligation or liability, contingent or otherwise, for brokers' or finders' fees in respect of this Agreement or the transaction to be effected by it for which Vendor shall have any obligation or liability;
(g) Purchaser is not a non-Canadian person for the purposes of the Investment Canada Act;

ARTICLE 5

INDEMNITIES FOR REPRESENTATIONS AND WARRANTIES AND COVENANTS

5.1 Vendor's Indemnities for Representations and Warranties and Covenants

Provided Closing has occurred, Vendor and Parent Company shall be liable to Purchaser for and shall, in addition, indemnify Purchaser from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Purchaser:

(a) as a result of a breach of any of Vendor's or Parent Company's covenants herein to be performed at or prior to Closing; or

(b) which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in section 4.1 been accurate and truthful,

and in respect of which Purchaser has provided notice thereof, with reasonable particulars, to Vendor or Parent Company within the 12 month period immediately following Closing, provided however that Vendor and Parent Company shall have no liability under this section 5.1 for any individual loss, claim, damages, expense or liability that is less than \$10,000.00 and unless and until the aggregate of all such individual losses, claims, damages, expenses and liabilities that are in excess of \$10,000.00 exceeds \$25,000.00, and further provided however that nothing in this section 5.1 shall be construed so as to cause Vendor and Parent Company to be liable to or indemnify Purchaser in connection with any representation or warranty contained in section 4.1 if and to the extent that Purchaser did not rely upon such representation or warranty.

5.2 Purchaser's Indemnities for Representations and Warranties and Covenants

Purchaser shall be liable to Vendor for and shall, in addition, indemnify Vendor from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor:

(a) as a result of a breach of any of Purchaser's covenants herein to be performed at or prior to Closing; or

(b) which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in section 4.4 been accurate and truthful,

and in respect of which Vendor has provided notice thereof, with reasonable particulars, to Purchaser within the 12 month period immediately following Closing, provided however that Purchaser shall have no liability under this section 5.2 for any individual loss, claim, damages, expense or liability that is less than \$10,000.00 and unless and until the aggregate of all such individual losses, claims, damages, expenses and liabilities that are in excess of \$10,000.00 exceeds \$25,000.00, and further provided however that nothing in this section 5.2 shall be construed so as to cause Purchaser to be liable to or indemnify Vendor in connection with any representation or warranty contained in section 4.4 if and to the extent that Vendor did not rely upon such representation or warranty.

5.3 Time Limitation

No claim under this Article 5 shall be made or be enforceable by a Party unless written notice of such claim, with reasonable particulars, is given by such Party to the Party against whom the claim is made within a period of 12 months from the Closing Time.

5.4 Limitation of Remedies

From and after Closing, Purchaser's sole and exclusive remedy and recourse in respect of any of Vendor's and Parent Company's representations and warranties in this Agreement or any of Vendor's covenants herein to be performed at or prior to Closing shall be Vendor's indemnity in section 5.1 and Vendor's sole and exclusive remedy and recourse in respect of Purchaser's representations and warranties in this Agreement or any of Purchaser's covenants herein to be performed at or prior to Closing shall be Purchaser's indemnity in section 5.2.

ARTICLE 6 PURCHASER'S INDEMNITIES

6.1 General Indemnity

From and after Closing and other than in respect of the Vendor Information, Purchaser shall be liable to Vendor for, and shall, in addition, indemnify Vendor from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor which arise out of any matter or thing occurring or arising from and after the Closing Time and which relates to the Assets or the ownership or operation thereof; provided however that Purchaser shall not be liable to nor be required to indemnify Vendor in respect of any losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor which arise out of acts or omissions of Vendor relating to the Assets or the Vendor Information.

6.2 Abandonment and Reclamation

From and after Closing, Purchaser shall be liable for, and see to the timely performance of all abandonment and reclamation obligations pertaining to the Assets which in the absence of this Agreement would be the responsibility of Vendor. Purchaser shall be liable for, and shall, in addition, indemnify Vendor from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by any of them should Purchaser fail to timely perform such obligations in accordance with all applicable law and Title Documents.

6.3 Environmental Matters

(a) From and after Closing, Purchaser shall be liable for all losses, costs, claims, damages, expenses and liabilities which pertain to or otherwise arise from or relate to environmental damage or contamination, and for all other environmental liabilities, duties, obligations and problems, within, upon or under or otherwise pertaining to, caused by or arising from the Assets, the Wells, the Lands or operations thereon or in respect thereto or the ownership thereof, however and by whomsoever caused, and regardless of whether the foregoing accrue, occur or arise in whole or in part prior to, at or subsequent to the Closing Time but not withstanding anything to the contrary herein does not include the Excluded Liabilities (collectively, "Environmental Liabilities"). Purchaser shall be liable to Vendor for and shall, in addition, indemnify Vendor, together with

Vendor's directors, officers, employees and other personnel and agents, from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by any of them that are, or arise from or in connection with any, Environmental Liabilities. Without limiting the generality of the foregoing, Environmental Liabilities shall include

(i) surface, underground, air, ground water or surface water contamination;
(ii) the abandonment or plugging of or failure to abandon or plug the Wells;
(iii) the restoration or reclamation of or failure to restore or reclaim any part of the Assets or the Lands;
(iv) the breach of applicable government rules and regulations in effect at any time; and
(v) the removal of or failure to remove foundations, structures or equipment.
(b) The foregoing assumption of liability and indemnity shall not be subject to any limitation as to amount or time, except as provided under any applicable limitation of actions legislation.
(c) Purchaser shall not be entitled to exercise and hereby waives any rights or remedies Purchaser may now or in the future have against Vendor in respect of any Environmental Liabilities and, whether such rights and remedies are pursuant to the common law or statute or otherwise, including without limitation, the right to name Vendor as a party to any action commenced by any Third Party or Purchaser or its Affiliate.
(d) Nothing in this section 6.3, however, shall operate either to limit any representation or warranty made by Vendor or Parent Company in section 4.1(z) or to affect Purchaser's right to make a claim against Vendor or Parent Company for the breach of such a representation or warranty pursuant to section 5.1.

ARTICLE 7 OPERATING ADJUSTMENTS

7.1 Audits

Adjustments arising as a consequence of Crown royalty audits, joint venture audits or thirteenth month adjustments for gas plant throughput and gas cost allowance for the Assets, relating to the period prior to the Closing Time:

(a) for which audit queries or thirteenth month adjustments are outstanding at the Closing Time; or
(b) that occur after the Closing Time but not later than two years after the Closing Time (in the case of joint venture audits and thirteenth month adjustments) or four years from the end of the calendar year in which Closing occurs (in the case of Crown royalty audits),

shall be made as they occur and payment for them shall be made within 30 days of each adjustment and shall be made by Purchaser to Vendor, or vice versa, as the case may be. Either Party may audit the records of the other relating to adjustments made subject to this section 7.1 during the applicable period specified above in this section 7.1. Adjustments resulting from the audit shall be settled between Vendor and Purchaser on an item-by-item basis as they are determined. Nothing in this Agreement shall restrict or otherwise interfere with any audit rights Vendor may have under any agreements pertaining to the Assets for the period prior to the Adjustment Date; it being the intention of the parties hereto that any adjustments arising from or attributable to the exercise of such audit rights shall be for the account of Vendor. For the purposes hereof, the expression "audit right" shall include the right to initiate an audit or to participate in or receive the benefits from an audit.

7.2 Administrative Fees

Except as provided in Article 7, there will be no administrative overhead fees charged on operated properties by the Vendor other than those provided for in the applicable Title Documents.

ARTICLE 8 MAINTENANCE OF ASSETS

8.1 Maintenance of Assets

Until the Closing Time, Vendor shall, to the extent that the nature of its interest permits, and subject to the Title Documents and any other agreements and documents to which Vendor's interest in the Assets is subject:

(a) maintain the Assets in a proper and prudent manner in accordance, in all material respects, with good oil and gas industry practices and in material compliance with all applicable laws, rules, regulations, orders and directions of governmental and other competent authorities;
(b) pay or cause to be paid all costs and expenses relating to the Assets which become due from the date hereof to the Closing Time;
(c) perform and comply with all covenants and conditions contained in the Title Documents and any other agreements and documents to which Vendor's interest in the Assets is subject; and
(d) maintain current insurance on all insurable portions of the Assets up to the date on which Closing occurs and immediately thereafter Vendor shall terminate all insurance carried by it in respect of the Assets.

8.2 Consent of Purchaser

Notwithstanding section 8.1, Vendor shall not, without the written consent of Purchaser, which consent shall not be unreasonably withheld by Purchaser and which, if provided, shall be provided in a timely manner:

(a) make any commitment or propose, initiate or authorize any capital expenditure with respect to the Assets of which Vendor's share is in excess of \$25,000.00, except in case of an emergency or in respect of amounts which Vendor may be committed to expend or be deemed to authorize for expenditure without its consent;
(b) surrender or abandon any of Vendor's interest in the Assets;
(c) amend or terminate any Title Document or any other agreement or document to which Vendor's interest in the Assets is subject, or enter into any new agreement or commitment relating to the Vendor's interest in Assets; or
(d) sell, encumber or otherwise dispose of Vendor's interest in any of the Assets or any part or portion thereof excepting sales of the Leased Substances or any of them in the normal course of business.

8.3 Freehold Consents

During the period between the execution of this Agreement and the Closing Time, Vendor shall use its commercially reasonable efforts to obtain and deliver to Purchaser the written consent of the current lessors under the freehold leases relating to the Lands, or its successor, to the assignment of such leases by Vendor to Purchaser as hereby contemplated.

8.4 Post Closing Administration

(a) Following Closing, Vendor shall hold title to the interest in the Assets acquired by Purchaser hereunder for Purchaser as bare trustee for the benefit of Purchaser until all necessary notifications, registrations and other steps required to transfer such title to Purchaser have been completed.
(b) Following Closing, Vendor shall represent Purchaser in all matters arising under the Title Documents until Purchaser is substituted as a party thereto in the place of Vendor, whether by novation, notice of assignment or otherwise and, in furtherance thereof:
(i) all payments relating to the Assets after the Closing Time received by Vendor pursuant to the Title Documents shall be received and held by Vendor for Purchaser and Vendor shall remit such amounts to Purchaser as soon as reasonably practical after receipt thereof but in any event no later than 5 (five) Business Days after receipt by Vendor, provided however Vendor shall be entitled to retain any portion of such payments required to satisfy any amounts owing or payable by Purchaser hereunder or to satisfy any amounts owing by Purchaser or for which Purchaser is responsible in respect of the Assets;
(ii) Purchaser shall forward to Vendor, within the time frame required under the applicable Title Document, any cash call advances, operating fund payments or other advances required to be paid by Purchaser pursuant to the Title Documents which Vendor shall forward to the operator under the relevant Title Documents on behalf of Purchaser. Purchaser shall be responsible for the recoupment of any portion of such costs which are the responsibility of Third Parties under any Title Document;
(iii) Vendor shall forward all statements, notices and other information received by it pursuant to the Title Documents that pertain to the Assets to Purchaser following their receipt by Vendor; and
(iv) Purchaser shall forward to Third Parties to the Title Documents such notices and elections pursuant to the Title Documents pertaining to the Assets as Vendor may reasonably request.
(c) Following Closing, in any case where the Purchaser must be novated into, or recognized as a party to, the operating agreement or agreements governing any of the Assets, the following provisions shall apply with respect to those Assets until the novation has occurred:
(i) Vendor shall administer and, to the extent of Purchaser's interest in the applicable Assets reasonably permits, maintain, the Assets on behalf of the Purchaser as Purchaser's agent and bare trustee at the Purchaser's sole cost and expense;
(ii) the Vendor shall not initiate any operation in respect of the Assets except upon the written instruction of the Purchaser; and
(iii) the Vendor shall forthwith provide to the Purchaser all authorizations for expenditure, notices, specific information and other documents in respect of the Assets which it receives and shall respond to such authorizations for expenditure, notices, information and other documents pursuant to the written instructions of the Purchaser, if received on a timely basis, provided that the Vendor may (but shall not be obligated to) refuse to follow instructions which it reasonably believes to be unlawful or in conflict with an applicable contract;
(d) Vendor shall have no liability for, and Purchaser:
(i) does hereby release Vendor from any and all claims that it may at any time have; and
(ii) shall be liable for and, shall indemnify and save harmless Vendor from and against, all losses, liabilities, damages, costs, expenses and claims suffered, paid or incurred by it;

arising as a direct or indirect consequence of any act or omission by Vendor in connection with the provisions of subsections 8.4(a) through 8.4(c) inclusive hereof, except to the extent caused by the gross negligence or wilful misconduct of Vendor or its servants, agents or employees. Acts or omissions taken by Vendor or its servants or agents with the approval of Purchaser shall not constitute gross negligence or wilful misconduct for purposes of this subsection.

8.5 Lease Rental Payments and Related Specific Conveyances

Unless otherwise directed by Purchaser, Vendor shall pay on behalf of Purchaser, all rentals and shut-in royalty payments for Crown and freehold mineral and surface leases for which Vendor was responsible for the payment thereof prior to Closing and which become payable within 61 days after the Closing Time. Purchaser shall reimburse Vendor for all amounts so paid by the Vendor forthwith after delivery of proof of such payments.

ARTICLE 9 GENERAL

9.1 Further Assurances

Each Party will, from time to time and at all times after Closing, without further consideration, do such further acts and deliver all such further assurances, deeds and documents as shall be reasonably required in order to fully perform and carry out the terms of this Agreement. Until Purchaser is novated, with respect to the interest of Vendor in and to the Assets, into the Title Documents and any other agreements and documents to which the Assets are subject, Vendor shall act as Purchaser's agent (including without limitation to serve operation notices and authorizations for expenditure) as Purchaser reasonably and lawfully directs. Purchaser shall be liable to Vendor and shall, in addition, indemnify Vendor from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor arising in connection with all acts or omissions of Vendor in its capacity as agent of Purchaser to the extent such acts and omissions were expressly or impliedly authorized by Purchaser.

9.2 No Merger

The covenants, representations, warranties and indemnities contained in this Agreement shall be deemed to be restated in any and all assignments, conveyances, transfers and other documents conveying the interests of Vendor in and to the Assets to Purchaser, subject to any and all time and other limitations contained in this Agreement. There shall not be any merger of any covenant, representation, warranty or indemnity in such assignments, conveyances, transfers and other documents notwithstanding any rule of law, equity or statute to the contrary and such rules are hereby waived.

9.3 Entire Agreement

The provisions contained in any and all documents and agreements collateral hereto shall at all times be read subject to the provisions of this Agreement and, in the event of conflict, the provisions of this Agreement shall prevail. No amendments shall be made to this Agreement unless in writing, executed by the Parties. This Agreement supersedes all other agreements, documents, writings and verbal understandings among the Parties relating to the subject matter hereof and expresses the entire agreement of the Parties with respect to the subject matter hereof.

9.4 Subrogation

The assignment and conveyance to be effected by this Agreement is made with full right of substitution and subrogation of Purchaser in and to all covenants, representations, warranties and indemnities previously given or made by others in respect of the Assets or any part or portion thereof.

9.5 Governing Law

(a) This Agreement shall, in all respects, be subject to, interpreted, construed and enforced in accordance with and under the laws of the Province of Alberta and applicable laws of Canada and shall, in all respects, be treated as a contract made in the Province of Alberta.
(b) The Parties irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of Alberta and courts of appeal therefrom in respect of all matters arising out of or in connection with this Agreement.

9.6 Enurement

This Agreement may not be assigned by a Party without the prior written consent of the other Party, which consent may be unreasonably and arbitrarily withheld. This Agreement shall be binding upon and shall enure to the benefit of the Parties and their respective administrators, trustees, receivers, successors and permitted assigns.

9.7 Time of Essence

Time shall be of the essence in this Agreement.

9.8 Notices

Company

The addresses for service and the fax numbers of the Parties shall be as follows:

Vendor -	[Vendor address redacted]
----------	---------------------------

Parent [Parent company address redacted]

Purchaser - 501, 888 – 4th Avenue SW, Calgary, AB, T2V 0V2

All notices, communications and statements required, permitted or contemplated hereunder shall be in writing, and shall be delivered as follows:

(a) by personal service on a Party at the address of such Party set out above, in which case the item so served shall be deemed to have been received by that Party when personally served; or
(b) by facsimile transmission to a Party to the fax number of such Party set out above, in which case the item so transmitted shall be deemed to have been received by that Party when transmitted.

A Party may from time to time change its address for service or its fax number or both by giving written notice of such change to the other Party.

9.9 Operatorship

[Operatorship provision redacted]

9.10 Removal of Signs

At and after Closing, Vendor may remove any signs that indicate its ownership or operation of the Assets. As soon as practicable after Closing, Purchaser shall erect or install signs required by governmental agencies to indicate that Purchaser is the operator of the Assets and to notify other working interest owners, gas purchasers, suppliers, contractors, governmental agencies and other third parties of Purchaser's interest in the Assets on and after Closing.

9.11 Public Announcements

Notwithstanding that the Vendor and Purchaser ("Disclosing Parties") acknowledge that either or both Disclosing Parties may make press releases concerning the Disclosing Parties' entry into this Agreement promptly after the execution hereof and further press releases promptly after Closing, neither Disclosing Party shall disclose the name of the other Disclosing Party in any such press release or other form of written disclosure without the prior written consent of the other Disclosing Party. The Disclosing Parties agree that a press release issued by either Disclosing Party may contain some or all of the financial terms of the transaction contemplated by this Agreement. Without derogating from the Disclosing Parties' rights to make public disclosures under applicable laws or the rules of any stock exchanges on which any of its securities may be listed, each of Vendor and Purchaser shall use its reasonable commercial efforts to furnish to the other Disclosing Party with the proposed content of all press releases concerning this Agreement and the transaction prior to the release or publication thereof.

9.12 Limit of Liability

Notwithstanding any other provision of this Agreement, in no event shall the liability of Vendor arising out of or in connection with this Agreement, including in respect of all of Vendor's representations, warranties, indemnities and covenants herein or as a consequence of any termination of this Agreement prior to Closing, exceed, in the aggregate, the Purchase Price, taking into account any and all increases or decreases to the Purchase Price that occur by virtue of the terms of this Agreement. This provision shall survive Closing or any termination of this Agreement prior to Closing.

9.13 Invalidity of Provisions

In case any of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

9.14 Waiver

No failure on the part of any Party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any right or remedy in law or in equity or by statute or otherwise conferred. No waiver of any provision of this Agreement, including without limitation, this section, shall be effective otherwise than by an instrument in writing dated subsequent to the date hereof, executed by a duly authorized representative of the Party making such waiver.

9.15 Amendment

This Agreement shall not be varied in its terms or amended by oral agreement or by representations or otherwise other than by an instrument in writing dated subsequent to the date hereof, executed by a duly authorized representative of each Party.

9.16 Confidentiality and Public Announcements

Until Closing has occurred, all Parties hereto shall keep confidential all information obtained from the other Parties in connection with the Assets and shall not release any information concerning this Agreement and the transactions herein provided for, without the prior written consent of the other Parties, which consent shall not be unreasonably withheld. Nothing contained herein shall prevent a Party at any time from furnishing information (i) to any governmental agency or regulatory authority or to the public if required by applicable law and other securities requirements or stock exchange rules, provided that the Parties shall advise each other in advance of any public statement which they propose to make, (ii) in connection with obtaining consents or complying with preferential, preemptive or first purchase rights contained in Title Documents and any other agreements and documents to which the Assets are subject, or (iii) to procure the consent of Vendor's lenders.

9.17 Counterpart Execution

This Agreement may be executed in counterpart, no one copy of which need be executed by Vendor, Parent Company and Purchaser. A valid and binding contract shall arise if and when counterpart execution pages are executed and delivered by Vendor, Parent Company and Purchaser.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

[Vendor name redacted] TUKTU RESOURCES LTD. Per: Per: Per: Per: [Parent company name redacted] Per: Per: Per: Per: (signed) (signed) (signed) (signed)

ATTACHED TO AND FORMING PART OF AN AGREEMENT OF PURCHASE AND SALE MADE AS OF DECEMBER 8TH, 2022 BETWEEN [COMPANY NAME REDACTED], [PARENT COMPANY NAME REDACTED] AND TUKTU RESOURCES LTD.

LANDS, LEASES, AND PETROLEUM AND NATURAL GAS RIGHTS

[Lands, leases and petroleum and natural gas rights particulars redacted]

ATTACHED TO AND FORMING PART OF AN AGREEMENT OF PURCHASE AND SALE MADE AS OF DECEMBER 8TH, 2022 BETWEEN [VENDOR NAME REDACTED], [PARENT COMPANY NAME REDACTED] AND TUKTU RESOURCES LTD.

General Conveyance

PETROLEUM, NATURAL GAS AND GENERAL RIGHTS CONVEYANCE

THIS AGREEMENT made as of January 31st, 2023.

BETWEEN:

[Vendor name redacted], a body corporate, having an office in the City of Calgary, in the Province of Alberta (hereinafter referred to as "Vendor)

and -

TUKTU RESOURCES LTD., a body corporate, having an office in the City of Calgary, in the Province of Alberta (hereinafter referred to as "Purchaser")

WHEREAS:

(A) Vendor, [Parent company name redacted] and Purchaser entered into that Agreement of Purchase and Sale made as of December 8th, 2022 (the "Sale Agreement") with respect to the "Assets" (which term, when used in this Agreement, has the same meaning as in the Sale Agreement);
(B) All of the conditions precedent to the obligations of the parties hereto to close the transactions contemplated by the Sale Agreement have either been fulfilled or waived in the manner provided for waiver in the Sale Agreement;

NOW THEREFORE in consideration of the premises hereto and the covenants and agreements hereinafter set forth and contained, the parties hereto covenant and agree as follows:

1. Vendor hereby sells, assigns, transfers, conveys and sets over to Purchaser, and Purchaser hereby purchases from Vendor, all of the right, title, estate and interest of Vendor (whether absolute or contingent, legal or beneficial) in and to the Assets, TO HAVE AND TO HOLD the same, together with all benefit and advantage to be derived therefrom, absolutely, subject to the terms of the Sale Agreement.
1. The covenants, representations, warranties and indemnities contained in the Sale Agreement are incorporated herein as fully and effectively as if they were set out herein and there shall not be any merger of any covenant, representation, warranty or indemnity contained in the Sale Agreement by virtue of the execution and delivery hereof, any rule of law, equity or statute to the contrary notwithstanding.
1. If any term or provision hereof should conflict or be inconsistent with any term or provision of the Sale Agreement, the term and provision of the Sale Agreement shall prevail and this Agreement shall at all times be read subject to all terms and conditions of the Sale Agreement.
1. This Agreement shall, in all respects, be subject to, interpreted, construed and enforced in accordance with and under the laws of the Province of Alberta and applicable laws of Canada and shall, in all respects, be treated as a contract made in the Province of Alberta. The parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of Alberta and courts of appeal therefrom in respect of all matters arising out of or in connection with this Agreement.
1. This Agreement shall be binding upon and shall enure to the benefit of each of the parties hereto and their respective administrators, trustees, receivers, successors and assigns.
1. This Agreement may be executed in counterpart, no one copy of which need be executed by Vendor and Purchaser. A valid and binding contract shall arise if and when counterpart execution pages are executed and delivered by Vendor and Purchaser.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

[Vendor name redacted] TUKTU RESOURCES LTD.

Per:	(signed)	Per:	(signed)


Per:		Per:

AI assistant

Tuktu Resources Ltd. — M&A Activity 2022

44385_rns_2022-12-19_59ececfe-aa57-4298-9172-31822c576f7a.pdf

AGREEMENT OF PURCHASE AND SALE

ARTICLE 1 INTERPRETATION

1.1 Definitions

(z) "Permitted Encumbrances" means:

1.2 Headings

1.3 Interpretation Not Affected by Headings

1.4 Included Words

1.5 Schedules

1.6 Damages

1.7 Knowledge

ARTICLE 2 PURCHASE AND SALE AND CLOSING

2.1 Purchase and Sale

2.2 Closing

2.3 Specific Conveyances

2.4 Title Documents and Miscellaneous Interests

2.5 Form of Payment

2.6 Purchase Price

2.7 Goods and Services Tax

2.8 Other Taxes

2.9 Allocation of Purchase Price

ARTICLE 3 CONDITIONS OF CLOSING

3.1 Purchaser's Conditions

3.2 Vendor's Conditions

3.3 Efforts to Fulfil Conditions Precedent

3.4 Shareholder Approval

(a) Parent Company Meeting

(b) Written Consent

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of Vendor and Parent Company

4.2 Limitation on Vendor's Representation and Warranties

4.3 Acknowledgements

4.4 Purchaser Disclosure Documents

4.5 Representations and Warranties of Purchaser

ARTICLE 5

INDEMNITIES FOR REPRESENTATIONS AND WARRANTIES AND COVENANTS

5.1 Vendor's Indemnities for Representations and Warranties and Covenants

5.2 Purchaser's Indemnities for Representations and Warranties and Covenants

5.3 Time Limitation

5.4 Limitation of Remedies

ARTICLE 6 PURCHASER'S INDEMNITIES

6.1 General Indemnity

6.2 Abandonment and Reclamation

6.3 Environmental Matters

ARTICLE 7 OPERATING ADJUSTMENTS

7.1 Audits

7.2 Administrative Fees

ARTICLE 8 MAINTENANCE OF ASSETS

8.1 Maintenance of Assets

8.2 Consent of Purchaser

8.3 Freehold Consents

8.4 Post Closing Administration

8.5 Lease Rental Payments and Related Specific Conveyances

ARTICLE 9 GENERAL

9.1 Further Assurances

9.2 No Merger

9.3 Entire Agreement

9.4 Subrogation

9.5 Governing Law

9.6 Enurement

9.7 Time of Essence

9.8 Notices

9.9 Operatorship

9.10 Removal of Signs

9.11 Public Announcements

9.12 Limit of Liability

9.13 Invalidity of Provisions

9.14 Waiver

9.15 Amendment

9.16 Confidentiality and Public Announcements

9.17 Counterpart Execution

LANDS, LEASES, AND PETROLEUM AND NATURAL GAS RIGHTS

PETROLEUM, NATURAL GAS AND GENERAL RIGHTS CONVEYANCE

WHEREAS:

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Tuktu Resources Ltd. M&A Activity 2022