PURCHASE AND SALE AGREEMENT

BETWEEN:

TUKTU RESOURCES LTD.

- and -

[VENDOR NAME REDACTED]

Dated: March 20, 2023

1.1	Definitions1
1.2	Currency11
1.3	Interpretation 11
1.4	Interpretation If Closing Does Not Occur12
1.5	Schedules12
1.6	Knowledge or Awareness 13

2.1	Purchase and Sale 13
2.2	Purchase Price 13
2.3	Allocation of Base Price14
2.4	Payment of Purchase Price14
2.5	Deposit14
2.6	GST14
2.7	Abandonment and Reclamation Obligations 15

3.1	Place of Closing15
3.2	Effective Time of Transfer16
3.3	Deliveries at Closing16
3.4	Specific Conveyances16

4.1	Costs and Revenues to be Apportioned18
4.2	Adjustments to Account 19
4.3	Settlement of Disputes20
4.4	Post-Closing Accounting20

5.1	Purchaser's Conditions21
5.2	Vendor's Conditions22
5.3	Efforts to Fulfill Conditions Precedent 23
5.4	Officer's Certificates Generally23

6.1	Representations and Warranties of Vendor23
6.2	Negation of Other Representations and Warranties 26
6.3	Acknowledgements27
6.4	Representations and Warranties of Purchaser27

6.5	Survival 28
-----	----------------	--

7.1	Vendor's Indemnities for Representations and Warranties 28
7.2	Purchaser's Indemnities for Representations and Warranties 29
7.3	Limitations 29
7.4	Limitations on Responsibility30
7.5	Assumption30
7.6	Environmental Matters and Abandonment and Reclamation Obligations31
7.7	Indemnification Procedure – Third Party Claims31
7.8	Allocation of Indemnity Payments 32

8.1	Purchaser's Review32
8.2	Lease Operating Statement Audit Provision32
8.3	Production of Documents and Access33
8.4	No Adjustments 34

9.1	Rights of First Refusal34
-----	---------------------------	--

10.1	Maintenance of Assets Prior to Closing34
10.2	Consent of Purchaser35
10.3	Following Closing35
10.4	Transfer of Operatorship36
10.5	Indication of Ownership/Operatorship 36

11.1 Rectification and Costs 36
---------------------------------------	--

12.1	Independent Contractors	37
------	-------------------------	----

13.1	Further Assurances 37
13.2	No Merger 37
13.3	Entire Agreement38
13.4	Governing Law 38
13.5	Assignment and Enurement38
13.6	Time of Essence38
13.7	Notices 38
13.8	Severability39

13.9	Waiver39
13.10	Remedies Generally 39
13.11	Amendment39
13.12	Limitations Act 39
13.13	Public Announcements 40
13.14	Confidentiality Agreement40
13.15	Subrogation40
13.16	Electronic Signatures40
13.17	Counterpart Execution 40

PURCHASE AND SALE AGREEMENT

THIS AGREEMENT made as of March 20, 2023

BETWEEN:

TUKTU RESOURCES LTD., a corporation, having an office in Calgary (hereinafter referred to as "Purchaser")

- and -

[Vendor name redacted], a corporation, having an office in Calgary, Alberta (hereinafter referred to as "Vendor")

WHEREAS Vendor wishes to sell, assign, transfer and convey and Purchaser wishes to purchase and accept the Assets subject to and in accordance with the terms and conditions hereof;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties have agreed as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, including the recitals and the Schedules, unless the context otherwise requires, the following terms have the meaning ascribed thereto below:

(a) "Abandonment and Reclamation Obligations" means all past, present and future obligations under equity, common law, the Title and Operating Documents, contracts and/or Applicable Law to:
(i) abandon the Wells;
(ii) decommission, dismantle and remove any and all Tangibles, including all structures, foundations, buildings, pipelines equipment and other facilities located on the Lands and the surface sites thereof;
(iii) restore, remediate and reclaim the surface or subsurface locations of the Lands, including lands in or on which the Wells or Tangibles are or were located and lands which are or were used to gain access to the Wells or Tangibles including any lands to which the Surface Rights relate;

all in accordance with good oil and gas industry practices in Western Canada and Applicable Law, including such obligations relating to wells, pipelines and facilities that are located on the Lands that were abandoned, removed or decommissioned prior to the Effective Time;

(b) "Accounting Firm" means a nationally or internationally recognized firm of chartered professional accountants as may be mutually agreed by the Parties, acting reasonably;
(c) "AER" means the Alberta Energy Regulator;
(d) "AER Transfers" means all AER license transfer applications submitted to the AER for the purposes of transferring the AER Permits relating to the Assets that are licensed in the name of Vendor to Purchaser, including transfers of AER Permits relating to the Wells and Tangibles;
(e) "AFEs" means authorities for expenditure, cash calls or mail ballots issued under the Title and Operating Documents relating to any of the Assets authorizing expenditures and similar items;
(f) "Affiliate" means, with respect to a Person, any other Person controlling, controlled by or under common control with such Person where "control", "controlling" or "controlled" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of another Person, whether through the ownership of voting securities or by contract, partnership agreement, trust arrangement or other means, either directly or indirectly, that results in control in fact, provided that direct or indirect ownership of shares of a corporation carrying not less than 50% of the voting rights shall constitute control of such corporation;
(g) "this Agreement", "herein", "hereto", "hereof" and similar expressions refer to this Purchase and Sale Agreement;
(h) "Applicable Law" means any law, statute, regulation, rule, ordinance, order or directive enacted or issued by any Governmental Authority having jurisdiction over Vendor, Purchaser or the Assets, and includes the provisions and conditions of any permit, license or other governmental or regulatory authorization in respect of the Assets or any of them;
(i) "Assets" means Vendor's entire right, title, estate and interest (whether contingent, legal or beneficial) in and to the Petroleum and Natural Gas Rights, the Tangibles and the Miscellaneous Interests but excluding the Excluded Assets;
(j) "BA Code" means the unique licence identification code issued by Petrinex which the AER and the Ministry refers to as a Business Association Code;
(k) "Base Price" has the meaning specified in Section 2.2;
(l) "Business Day" means any day other than a Saturday, Sunday or statutory holiday in the Province of Alberta;
(m) "Claim" means any claim, demand, lawsuit, proceeding, accounts, liens, demands, judgment, award, mediation, hearing, arbitration or governmental investigation, of every kind and nature whether based on contract, tort, statute, common law or other proceeding, in each case, whether asserted, threatened, pending or existing;
(n) "Closing" means the transfer of the Assets from Vendor to Purchaser in accordance with the terms hereof, the payment of the Purchase Price by Purchaser to Vendor and the completion of other matters incidental thereto as provided for herein;
(o) "Closing Date" means April 15, 2023 or such other date as may be mutually agreed upon in writing by the Parties;
(p) "Closing Time" means 10:00 am (Calgary time) on the Closing Date or such other time as may be agreed upon in writing by Vendor and Purchaser;
(q) "Competition Act" means the Competition Act, RSC, 1985 c. C-34 (Canada);
(r) "Confidentiality Agreement" means the confidentiality agreement dated May 12, 2022, executed by Vendor and BX Geotechnical, as the representative for Purchaser;
(s) "Consequential Loss" means any Losses howsoever arising or occurring that are in the nature of consequential, special, indirect, punitive or exemplary damages, compensation for business interruption, loss of profit, including business loss and economic loss, loss of revenue, loss of value, loss of opportunity, opportunity costs, and similar types of Losses, but does not include any amounts paid or payable by a Part or its Affiliate to a Third Party in respect of Losses, of any type or nature, suffered by such Third party;
(t) "Data Room Information" means the documents and materials made available by Vendor or Vendor's Representatives to Purchaser or Purchaser's Representatives for its review up to one (1) Business Day prior to the date hereof, in respect of the sale of the Assets from Vendor to Purchaser contemplated by this Agreement;
(u) "De Minimus Vendor Default" has the meaning specified in Section 7.4;
(v) "Deductible" has the meaning specified in Section 7.4;
(w) "Defaulting Party" has the meaning specified in Section 3.4(e);
(x) "Deficiencies Notice" has the meaning specified in Section 11.1(a);
(y) "Deficient Pipeline Records" means Pipeline Records that are not in compliance with AER Bulletin 2015-34, CSA Z662 Oil and Gas Pipeline Systems, and Part 4 of the Pipeline Rules;
(z) "Deposit" has the meaning specified in Section 2.5(a);
(aa) "Directive 067" means Eligibility Requirements for Acquiring and Holding Energy Licences and Approvals as published and amended from time to time by the AER;
(bb) "Effective Time" means 8:00 a.m., Calgary time, on January 1, 2023;
(cc) "Encumbrance" means a Security Interest, an option to purchase, a farm-out agreement under which earning has not occurred, a royalty, a net profits interest, a carried working interest, a right to convert a royalty to a working interest on payout of a well, a penalty or forfeiture arising as a result of non-participation in a drilling or other operation and any other adverse claim or encumbrance, whether similar or dissimilar to the foregoing;
(dd) "Environment" means components of the earth, and includes the atmosphere, the surface and sub-surface of the earth, soil, groundwater and surface water, plants,

animals and all living organisms and "Environmental" means relating to or in respect of the Environment;

(ee) "Environmental Liabilities" means all past, present or future environmental contamination Claims, Losses, Liabilities and obligations in respect of the Environment pertaining to the Lands or caused by the Assets or the Lands or operations thereon or related thereto, however and by whomsoever caused, and, whether or not caused by a breach of any Applicable Law or otherwise which occur or arise in whole or in part prior to, at or subsequent to the Closing Time and regardless of whether or not a reclamation certificate and release has been issued, and those related to and associated with:
(i) surface, underground, air, ground water, surface water or marine environment contamination,
(ii) the manufacture, construction, processing, distribution, use, holding, collection, accumulation, generation, treatment, stabilization, storage, disposal, handling or transportation of Hazardous Substances, Petroleum Substances, oilfield wastes or produced water,
(iii) compliance with past, present and future Applicable Law relating to the Environment or the protection thereof and Applicable Law related to employee and public health and safety matters,
(iv) Abandonment and Reclamation Obligations,
(v) the removal or failure to remove foundations, structures or equipment,
(vi) noise pollution,
(vii) releases, spills or escape of Hazardous Substances, Petroleum Substances, oilfield wastes, produced water or other substances,
(viii) sampling, assessment and monitoring of the Environment,
(ix) the removal, assessment, monitoring, sampling, response, abatement, cleanup, investigation and reporting of contamination or pollution of or other adverse effects on the Environment, including compensation of Third Parties for Losses suffered by them in respect thereof,
(x) the protection, reclamation, remediation or restoration of the Environment, including related human health and safety, or
(xi) Losses or Liabilities suffered or incurred by Third Parties as a result of any of the occurrences in the foregoing paragraphs of this Section 1.1(ee);
(ff) "Excluded Assets" means those assets described in Schedule E;
(gg) "Facilities" means the facilities set out in Schedule B;
(hh) "General Conveyance" means the general conveyance in the form of Schedule C;
(ii) "Governmental Authority" means any federal, provincial, state, territorial, municipal or local government or governmental regulatory body and any of their respective boards, subdivisions, agencies, instrumentalities, authorities or tribunals;
(jj) "GST" means the goods and services tax payable pursuant to the GST Legislation;
(kk) "GST Legislation" means the Excise Tax Act, 1985 R.S.C., c. E-15, as amended, and the regulations thereunder;
(ll) "Hazardous Substances" means hazardous, deleterious, or toxic substances; oilfield wastes; radioactive material; asbestos; polychlorinated biphenyls; pollutants; contaminants; dangerous goods; and unrefined and refined petroleum products; including all substances, materials and wastes regulated under Applicable Law relating to Environmental or health and safety matters;
(mm) "Indemnified Party" has the meaning specified in Section 7.7;
(nn) "Interest" means interest at a rate of 1% plus the Prime Rate;
(oo) "Interim Period" means the period from and including the Effective Time up to but not including the Closing Date;
(pp) "Land Schedule" means Schedule A;
(qq) "Lands" means Vendor's entire interest in and to those specified lands set forth and described in Schedule A, and in each case, any lands pooled or unitized therewith including the Petroleum Substances within, upon or under such lands;
(rr) "Leases" means the leases, options to lease, licenses, permits and similar documents of title, including those described in Schedule A, by virtue of which the holder thereof is entitled to drill for, win, take, own or remove Petroleum Substances within, upon or under the Lands or by virtue of which the holder thereof is deemed to be entitled to a share of Petroleum Substances removed from the Lands or any lands with which the Lands are pooled or unitized therewith and includes, if applicable, all renewals and extensions of such documents and documents issued in substitution therefor;
(ss) "Liabilities" means any and all liabilities and obligations, whether under common law, in equity, under Applicable Laws or otherwise, whether tortious, contractual, vicarious, statutory or otherwise, whether absolute or contingent, and whether based on fault, strict liability or otherwise;
(tt) "LLR" means Licensee Liability Rating;
(uu) "LMA Program" means the Alberta Liability Management Framework Directive 088: License Life- Cycle Management;
(vv) "Losses" means, in respect of a Party and in relation to a matter, all losses, costs, claims, expenses, liabilities and damages which such Party suffers, sustains, pays or incurs in connection with such matter and includes taxes (other than refundable taxes), reasonable costs of legal counsel (on a full indemnity basis) and other consultants and reasonable costs of investigating and defending claims arising from such matter, regardless of whether such claims are sustained but does not include consequential or indirect losses or loss of profits;
(ww) "Miscellaneous Interests" means, subject to any and all limitations and exclusions provided for in this definition, Vendor's interests in all property, assets, interests and rights (other than the Petroleum and Natural Gas Rights and the Tangibles) directly related to the Petroleum and Natural Gas Rights or the Tangibles, including Vendor's interest in any and all of the following:
(i) all (digital and physical) records, books, documents, data and drawings to the extent they relate to the Petroleum and Natural Gas Rights or the Tangibles, including the well files, leases, production records, Pipeline Records, but excluding any seismic data. For clarity, this shall include a complete data cut of the land & joint venture records, should Purchaser choose to proceed with a data conversion, at its sole costs and expense,
(ii) contracts, instruments and agreements directly related to the Petroleum and Natural Gas Rights or the Tangibles, including the Title and Operating Documents,
(iii) the Surface Rights, including Surface Rights that, notwithstanding that they may not directly pertain to the Petroleum and Natural Gas Rights or the Tangibles, and are held by Vendor,
(iv) the Seismic Rights,
(v) the Permits,
(vi) the Wells, including the well bores and casing thereof,
(vii) all extensions, renewals, replacements, substitutions or amendments of or to any of the agreements and instruments described in paragraphs (ii), (iii) and (iv) above; and
(viii) proceeds of property damage insurance in respect of events occurring between the Effective Time and the Closing Date,

unless otherwise agreed in writing by the Parties, however, the Miscellaneous Interests shall not include agreements, documents or data to the extent that: (i) they pertain to Vendor's proprietary technology, licensed seismic data, interpretations or economic evaluations; (ii) they are an Excluded Asset; (iii) they are referred to specifically as exclusions in a schedule hereto; or (iv) they pertain to records required to be maintained under Applicable Law;

(xx) "Money Laundering Laws" has the meaning specified in Section 6.1(r);
(yy) "Net Revenue" means: the adjustment, whether positive or negative, calculated pursuant to the provisions set out in Section 4.1(a)(i) to Section 4.1(a)(vii);
(zz) "Non-Defaulting Party" has the meaning specified in Section 3.4(e);
(aaa) "Outside Date" means May 15, 2023;
(bbb) "Overhaul Operation" means the proposed overhaul of the 13-34-008-02W5 facility the costs of which are estimated at \$166,378 as more particularly described in Schedule I.
(ccc) "Parties" means the parties to this Agreement and "Party" means any one of them;
(ddd) "Permits" means licenses, permits, orders, approvals and authorizations granted or issued by any Governmental Authority relating to the construction, installation, ownership, use or operation of Assets or any of them;
(eee) "Permitted Encumbrances" means:
(i) liens for taxes, assessments and governmental charges which are not due at the Effective Time,
(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 costs and expenses of such development or operation which are not due at the Closing Date,
(iii) builders', mechanics, warehousemen's, materialmen's, processor's liens and similar liens in respect of costs related to the Assets incurred in the ordinary course of the oil and gas business which are not due at the Closing Date,
(iv) easements, rights of way, servitudes and other similar rights in land (including, rights of way and servitudes for roads, railways, sewers, drains, gas and oil pipelines, gas and water mains and electric light, power, telephone, telegraph and cable television conduits, poles, wires and cables),
(v) the rights reserved to or vested in any Governmental Authority by the terms of any lease, license, franchise, grant or permit or by any statutory provision, to terminate any such lease, license, 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 Petroleum Substances or any of them or the income therefrom, and governmental requirements and limitations of general application as to production rates or operations,
(vii) royalties, liens, adverse claims, penalties, reductions in interests and other Encumbrances disclosed in Schedule A,
(viii) the reservations, limitations, provisos and conditions in any grants or transfers from the Crown of any of the Lands or interests therein and statutory exceptions to title,
(ix) Rights of First Refusal disclosed in Schedule F,
(x) provisions for penalties and forfeitures under agreements as a consequence of non-participation in operations, provided that any such penalties or forfeitures which apply to the Assets as a result of Vendor's election or deemed election not to participate in a particular operation prior to date hereof shall be identified in Schedule A,
(xi) the terms and conditions of the Title and Operating Documents, provided that royalty burdens, liens, adverse claims, penalties and reductions in interest must be identified in Schedule A to qualify as a Permitted Encumbrance,
(xii) agreements for the sale of Petroleum Substances that are terminable on not greater than 31 days' notice without early termination penalty or other cost disclosed in Schedule D
(xiii) liens granted in the ordinary course of business to a public utility, municipality, or Governmental Authority with respect to operations pertaining to any of the Assets, and
(fff) "Person" means any individual, body corporate, partnership (limited or general), trust, trustee, executor or similar official, Governmental Authority or other entity;

(ggg) "Petroleum and Natural Gas Rights" means:

(i) rights to explore for, drill for, extract, win, produce, take, save or market Petroleum Substances,
(ii) rights to a share of the production of Petroleum Substances therefrom,
(iii) a share of the proceeds of sale of, or rights to receive payment calculated by reference to, the quantity, value or proceeds of sale of the production of Petroleum Substances produced from Lands, and
(iv) rights to acquire any of the foregoing in paragraphs (i) to (iii);

including interests and rights known as working interests, royalty interests, overriding royalty interests, gross overriding royalty interests, production payments, profits interests, net profits interests as any of them pertain to the and fractional or undivided interests in any of the foregoing, but only insofar as the foregoing relates to the Lands and the Leases pertaining to those Lands;

(hhh) "Petroleum Substances" means crude oil, petroleum, natural gas, natural gas liquids, and other related hydrocarbons (except coal) and any and all other substances (including sulphur), whether liquid, solid or gaseous and whether hydrocarbons or not, produced in association therewith;
(iii) "Pipeline Records" means pipeline records in respect of the AER Bulletin 2015-34, CSA Z662 Oil and Gas Pipeline Systems, and Part 4 of the Pipeline Rules;
(jjj) "Prime Rate" means the rate of interest, expressed as a rate per annum, designated by the main branch in Calgary of the National Bank of Canada as the reference rate used by it to determine rates of interest charged by it on Canadian dollar commercial loans made in Canada and which is announced by such bank, from time to time, as its prime rate, provided that whenever such bank announces a change in such reference rate, the "Prime Rate" shall correspondingly change effective on the date the change in such reference rate is effective;
(kkk) "Production Condition" shall have the meaning specified in Clause 5.1(g):
(lll) "Production, Transportation, Processing and Marketing Agreements" means contracts for the processing, compression, treatment, gathering, storage, transportation or sale of Petroleum Substances produced from the Lands or lands pooled or unitized therewith;
(mmm) "Purchase Price" has the meaning specified in Section 2.2;
(nnn) "Rectification Plan" has the meaning specified in Section 11.1(b);
(ooo) "Representatives" means, with respect to a Party, that Party's Affiliates, together with that Party's and its Affiliates respective directors, officers, employees and other personnel, agents and contractors;
(ppp) "Right of First Refusal" or "ROFR" means a right of first refusal, pre-emptive right of purchase or similar right whereby a Third Party has the right to acquire or purchase an interest in or portion of the Assets as a consequence of Vendor having agreed to sell the Assets to Purchaser in accordance with this Agreement;
(qqq) "ROFR Assets" means the Assets that are set out in Schedule F;
(rrr) "Scheduled Assets" means: (i) the Petroleum and Natural Gas Rights described in the Schedule A; and (ii) the Tangibles and Miscellaneous Interests related to such Petroleum and Natural Gas Rights, but excluding the Excluded Assets;
(sss) "Security Interest" means a pledge, lien, charge, mortgage, assignment by way of security, conditional sale, title retention arrangement or other security interest.
(ttt) "Seismic Data" means all available basic data, field data, processed stack data, location data and final stacked sections data associated with 2D seismic lines, seismic 3D programs, vertical seismic profiles, geophysical fracture mapping programs (microseismic, tiltmeters) and geophysical monitoring programs (4D seismic, tiltmeters, passive microseismic) located directly within the Lands, including as set out in Schedule G;
(uuu) "Seismic Rights" means Vendor's entire interest in and to all 100% owned proprietary Seismic Data and proprietary Seismic Data owned jointly with a Third Party;
(vvv) "Specific Conveyances" means all conveyances, assignments, transfers, novations and other documents or instruments that are reasonably required or desirable, in accordance with normal oil and gas industry practices, to convey, assign and transfer the Assets to Purchaser and to novate Purchaser into the Title and Operating Documents in the place and stead of Vendor with respect to the Assets;
(www) "Surface Rights" means all rights to enter upon, use or occupy the surface of lands in the White Map Area (including, but not limited to, the Lands) which are used or held for use in connection with the Petroleum and Natural Gas Rights or the Tangibles, including rights to enter upon and occupy the surface of lands on which the Tangibles and the Wells are located and rights to use the surface of lands to gain access thereto;
(xxx) "Stripping Operation" means the modifications to the existing sweet gas processing facility at 13-34-008-02W5 as detailed in Schedule H;
(yyy) "Tangibles" means the Wells, Facilities and the interests of Vendor in all other tangible depreciable property and assets situated in or on the Lands, appurtenant thereto, or used, previously used, or intended to be used in producing, processing, gathering, treating, measuring or injecting Petroleum Substances or any of them or in connection with water injection or removal operations that pertain to the Petroleum and Natural Gas Rights, including, gas plants, oil batteries, production equipment, inventory, production equipment, pipelines, pipeline connections, meters, dehydrators, motors, generators, compressors, treaters, dehydrators, separators, scrubbers, separators, pumps, tanks, boilers, pipelines, pipeline connections, meters, and communication equipment, but excluding in all cases the Excluded Assets;
(zzz) "Take or Pay Obligations" means (i) obligations to sell or deliver Petroleum Substances or any of them without being entitled in due course to receive and retain full payment for such Petroleum Substances; and (ii) obligations to use transportation, pipeline or processing capacity with minimum volume commitments where any shortfalls in deliveries or use is satisfied through payment obligations;
(aaaa) "Third Party" means any partnership, corporation, trust, unincorporated organization, union, government, governmental department or agency, individual or any heir, executor, administrator or other legal representative of an individual other than a Party;
(bbbb) "Third Party Claim" has the meaning specified in Section 7.7;
(cccc) "Thirteenth Month Adjustment" means the accounting procedure performed annually by an operator of particular Tangibles for the purpose of redistributing certain revenues and expenses, including operating expenses, processing fee revenues, excess capacity utilization fees and recoveries, royalties and gas cost allowances (or similar cost allowances);
(dddd) "Title and Operating Documents" means:
(i) the Leases,
(ii) all agreements relating to the ownership or operation of the Petroleum and Natural Gas Rights or the Tangibles or the Surface Rights entered into in the normal course of business, including operating procedures; pooling agreements; agreements for the construction, ownership and operation of gas plants, pipelines, gas gathering systems and similar facilities; pooling agreements, royalty agreements, farmin agreements, farmout agreements and participation agreements; agreements respecting the gathering, measurement, processing, compression or transportation of Petroleum Substances; well operating contracts; and surface leases, pipeline easements, road use agreements and other contracts granting the right to use the surface of lands,
(iii) the Permits and all other all permits, licenses and approvals issued or granted by Governmental Authorities pertaining to the ownership or operation of the Petroleum and Natural Gas Rights or the Tangibles or the gathering, processing, treatment, storage, measurement, transportation or sale of the production of Petroleum Substances from the Lands or lands pooled or unitized therewith, and
(iv) any other documents and agreements granting, reserving or otherwise conferring rights to: (A) explore for, drill for, produce, take, use or market Petroleum Substances; (B) share in the production of Petroleum Substances; (C) share in the proceeds from, or measured or calculated by reference to the value or quantity of, Petroleum Substances which are produced; and (D) acquire any of the rights described in items (A) to (C) of this Section 1.1(dddd)(iv), including those set out in Schedule A;
(eeee) "Vendor Default" means a breach of a representation or warranty made by Vendor in Section 6.1 or a breach by Vendor of a covenant or agreement in this Agreement;
(ffff) "Wells" means all wells located in or under the Lands, including all producing, shut-in, suspended, abandoned, capped, injection, and disposal wells and other wells located in or on the Lands, in which Vendor has an interest, including those wells described and set forth in Schedule B; and

1.2 Currency

All sums of money which are referred to in this Agreement are expressed in lawful money of Canada.

1.3 Interpretation

Unless otherwise expressly provided, the following rules of interpretation shall apply to this Agreement:

(a) words suggesting the singular shall be construed as suggesting the plural and vice versa, and words suggesting one gender shall be construed as suggesting other genders. Where the words "including" or "includes" appear in this Agreement, including the Schedules, those words mean "including (or includes) without limitation";
(b) words importing the masculine gender include the feminine and neutral genders;
(c) references to any Person (including any Governmental Authority) include such Person's permitted successors and assigns;
(d) any reference to a Person in a particular capacity is and is deemed to be a reference to that Person in that capacity and not in any other capacity;
(e) reference to any agreement, document or instrument means such agreement, document or instrument as amended, replaced, restated or modified and in effect from time to time in accordance with the terms thereof;
(f) references to any statute means such statute as amended, modified, codified, replaced or re-enacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and references to any section or other provision of any statute means that provision of such statute from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision;
(g) the terms "hereof", "hereunder" and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof. Except as otherwise expressly provided, a reference in this Agreement to an "Article", "section",

"subsection", "paragraph" or "Schedule" is a reference to an article, section, subsection, paragraph or schedule to this Agreement;

(h) headings and the table of contents are not to be considered part of this Agreement and are included solely for convenience of reference and are not intended to be full or accurate descriptions of the contents hereof;
(i) the rule of contractual interpretation known as "contra proferentem" shall not apply to the interpretation or construction of this Agreement, such that in interpreting this Agreement, it shall be irrelevant which Party drafted any particular provision hereof;
(j) payments are to be made in Canadian dollars, in immediately available funds;
(k) unless otherwise indicated, references to the time of day or date mean the local time or date in Calgary, Alberta;
(l) unless otherwise specified herein, or as the context may require, computation of any period of time referred to in this Agreement shall exclude the first day and include the last day of such period; and
(m) where any payment is to be made, or any other action is to be taken or meeting held, on or as of a day that is not a Business Day, then unless otherwise provided herein, such payment is to be made, or the other action is to be taken or such meeting is to be held, as applicable, on or as of the next following Business Day, unless such next following Business Day falls in the next calendar month, in which event the payment is to be made, or the other action is to be taken, as applicable, on or as of the immediately preceding Business Day.

1.4 Interpretation If Closing Does Not Occur

If Closing does not occur, each provision of this Agreement which presumes Purchaser acquired the Assets shall be construed as having been contingent upon Closing having occurred.

1.5 Schedules

The following Schedules are attached to and form a part of this Agreement:

Schedule A	-	Land Schedule
Schedule B	-	Wells and Facilities
Schedule C	-	General Conveyance
Schedule D	-	Disclosure
Schedule E	-	Excluded Assets
Schedule F	-	ROFR Assets
Schedule G	-	Seismic Data
Schedule H	-	Stripping Operation

Schedule I - Overhaul Operation

Wherever any term or condition, express or implied, 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 Knowledge or Awareness

Where in this Agreement a representation or warranty is limited to the knowledge or awareness of Vendor, such knowledge or awareness consists of the actual knowledge or awareness, as the case may be, of the current officers of Vendor who are primarily responsible for the matter in question in the course of their normal duties, and does include the knowledge or awareness of any other Person or Persons. For the avoidance of doubt, knowledge or awareness does not include the knowledge of any Third Party or constructive knowledge and does not impose any obligation to make inquiry of any other Person, including Third Parties or the files and records of any Third Party or Governmental Authority.

ARTICLE 2 PURCHASE AND SALE

2.1 Purchase and Sale

Vendor hereby agrees to sell, assign, transfer and convey the Assets to Purchaser and Purchaser hereby agrees to purchase and accept the Assets from Vendor, subject to and in accordance with this Agreement.

2.2 Purchase Price

The consideration to be paid by Purchaser to Vendor for the Assets will be:

(a) Two Million, Two Hundred and Fifty Thousand Dollars (\$2,250,000) dollars (the "Base Price"), plus
(b) Interest which will accrue on the Purchase Price less the deposit should the Purchaser delay Closing commencing the later of April 15, 2023 or the completion of the Production Condition pursuant to Clause 5.1(g), plus
(c) the cost of the Overhaul Operation, up to a maximum of \$166,378 dollars, unless the cost of such operation is otherwise revised and is mutually agreed upon in writing by both parties, minus
(d) the Deposit, pursuant to Clause 2.4 and Clause 2.5, minus
(e) the Net Revenue,

(in aggregate, the "Purchase Price").

2.3 Allocation of Base Price

(a) The Base Price shall be allocated among the Assets as follows:

To Petroleum and Natural Gas Rights:	\$1,800,000
To Tangibles:	\$449,990
To Miscellaneous Interests and Seismic Rights:	\$ 10.00
TOTAL	\$2,250,000

(b) The Parties agree to execute and file their own returns in respect of taxes and prepare all of their own financial statements and other instruments on the basis of the allocation set out in 2.3(a).

2.4 Payment of Purchase Price

The Purchase Price shall be paid by Purchaser to Vendor as follows:

(a) the Deposit shall be paid by Purchaser pursuant to Section 2.5; and
(b) at Closing, Purchaser shall deliver to Vendor the Purchase Price, less the Deposit, together with the GST payable pursuant to Section 2.6, by way of wire transfer, to an account designated by Vendor in writing to Purchaser not later than three (3) Business Days prior to the Closing Date.

2.5 Deposit

(a) Concurrent with the execution hereof, the Purchaser shall pay an amount equal to One Hundred and Twelve Thousand and Five Hundred Dollars (\$112,500) Canadian Dollars ("the "Deposit") as a deposit against the payment of the Purchase Price.
(b) If Closing occurs, the Deposit shall be applied to the payment of the Purchase Price.
(c) If Closing does not occur and this Agreement is terminated
(i) by Vendor pursuant to Section 5.2 due to the failure by the Purchaser to satisfy any of the conditions set out in Section 5.2 on the Closing Date, the Deposit shall be forfeited to the Vendor for its own account absolutely as a genuine pre-estimate by Vendor and Purchaser of Vendor's liquidated damages (and not as penalty) as a result of Closing not occurring; and
(ii) for any reason other than as contemplated in Section 2.5(c)(i) the Deposit shall be returned to Purchaser.

2.6 GST

The Purchase Price does not include GST. At Closing, Purchaser shall pay to Vendor by wire transfer an amount equal to the statutory rate of GST of the portion of the Purchase Price allocated to Tangibles pursuant to Section 2.3 on account of the GST payable by Purchaser in respect of its purchase of the Assets pursuant hereto. Vendor shall remit such amount to the appropriate taxation authorities in accordance with the GST Legislation. Purchaser shall be responsible for the payment of

any additional GST payable in respect of its purchase of the Assets pursuant hereto and any interest and penalties payable in respect of such additional GST and shall indemnify and save harmless Vendor in respect thereof. Each Party represents that it is properly registered for GST purposes and that its registration number for GST purposes is:

[Vendor GST registration number redacted]

Purchaser - 140078833 RT0001

2.7 Abandonment and Reclamation Obligations

The Parties agree that:

(a) the amount and the scope of any Abandonment and Reclamation Obligations associated with the Assets are not capable of being quantified at the Closing Date and depend upon numerous unknowable factors that are not within the control of the Parties;
(b) under Applicable Laws, the Abandonment and Reclamation Obligations associated with the Assets are inextricably linked to such Assets so that a purchaser of the Assets will be liable for the Abandonment and Reclamation Obligations associated with the Assets in the absence of the specific assumption of such liabilities by Vendor;
(c) the specific assumption of the Abandonment and Reclamation Obligations associated with the Assets is intended to provide greater certainty of results for the Parties and does not represent any pecuniary consideration for the Assets;
(d) the Parties have taken the fact that the Assets and the associated Abandonment and Reclamation Obligations are inextricably linked into account in reaching this Agreement and in establishing the Purchase Price;
(e) the Parties have not attributed a specific or agreed to value with regard to either (i) Abandonment and Reclamation Obligations, or (ii) the indemnities provided for in this Agreement, and the Parties agree that there shall not be any adjustments made to the Purchase Price in relation thereto; and
(f) neither the existence nor the amount of any accounting reserves for site reclamation costs or similar matters associated with the Assets in the financial statements or accounting records of either Party has been of any relevance to either Party in determining any matter under this Agreement, including the Purchase Price for the Assets.

ARTICLE 3 CLOSING

3.1 Place of Closing

Unless otherwise agreed to in writing by the Parties, Closing shall take place on the Closing Date at the Closing Time by electronic exchange of documents.

3.2 Effective Time of Transfer

The transfer and assignment of the Assets from Vendor to Purchaser shall be effective as of the Closing Time.

3.3 Deliveries at Closing

(a) At Closing, Vendor shall deliver to Purchaser the following:
(i) the General Conveyance, duly executed by Vendor;
(ii) the Specific Conveyances duly executed by Vendor;
(iii) the releases and registerable discharges or no interest letters referred to in Section 5.1(f) hereof;
(iv) the certificates described in Section 5.1;
(v) such other items as may be specifically required hereunder or as may be reasonably requested by Purchaser.
(b) At Closing, Purchaser shall deliver to Vendor the following:
(i) the amounts payable at Closing on account of the Purchase Price and, if applicable, GST in accordance with Sections 2.4 and 2.6;
(ii) the certificates described in Section 5.2; and
(iii) such other items as may be specifically required hereunder or as may be reasonably requested by Vendor.

In addition, Purchaser will execute the General Conveyance and the Specific Conveyances which are electronically delivered to it by Vendor.

3.4 Specific Conveyances

(a) Vendor shall use commercially reasonable efforts to prepare at its cost and as required in accordance with Applicable Law the Specific Conveyances prior to Closing to convey the Assets to Purchaser or its nominee (other than those customarily provided following Closing). None of the Specific Conveyances shall confer or impose upon a Party any greater right or obligation than contemplated in this Agreement. All Specific Conveyances that are prepared and circulated to Purchaser in a reasonable time prior to the Closing Date shall be executed and delivered by the Parties at Closing. Purchaser shall bear all costs to register the Specific Conveyances and post all security as may be required to cause the transfer of all licenses associated therewith to be approved by applicable Governmental Authorities. Purchaser shall circulate and register all such Specific Conveyances that by their nature require circulation or registration promptly after Closing;
(b) Notwithstanding the foregoing provisions of Section 3.4(a), Vendor shall, after Closing, serve all notices and request all customary post-Closing consents required to permit the conveyance of the Assets to Purchaser, and shall request replacement of any Title

and Operating Document with a new document that is only applicable to the Assets if required;

(c) Notwithstanding the foregoing in this Section 3.4, in the case of any Specific Conveyances that are transfers of Permits (including the AER Transfers) or Crown lease transfers which may be filed electronically with the applicable Governmental Authority, Vendor shall, within five (5) business days of Closing Time, submit electronic transfers for such Permits and Crown leases and Purchaser shall accept such electronic transfers from Vendor without delay, provided that, if Purchaser in good faith, acting reasonably, determines or believes that any of the electronic transfers are not complete and accurate, or the applicable Governmental Authority refuses to process any such transfers because of some defect therein, the Parties shall cooperate to duly complete or to correct such incomplete or inaccurate electronic transfers as soon as practicable and, thereafter, Vendor shall promptly re-submit such electronic transfers and Purchaser shall accept such electronic transfers from Vendor without delay;
(d) If, for any reason, a Governmental Authority requires a Party to make a deposit or furnish any other form of security in order to approve the transfer of any licenses or permits, such Party shall immediately either: (i) make such deposit; or (ii) furnish such other form of security as the Governmental Authority requires;
(e) If a Party (the "Defaulting Party") fails to make a deposit or furnish security it is required to make or furnish under Section 3.4(d) within ten (10) days of the Defaulting Party's receipt of notification from the Governmental Authority that such deposit or security is required, the other Party (the "Non-Defaulting Party") shall have the right to make such deposit or furnish such security. In such event, the Defaulting Party shall (as applicable) reimburse the amount of such deposit or the costs of such security to the Non-Defaulting Party plus interest thereon at the Prime Rate plus four percent (4%) from the date such deposit or security is made or furnished by the Non-Defaulting Party until such reimbursement is made and, in the case of security, cause the security to be returned to the Non-Defaulting Party as soon as possible and indemnify the Non-Defaulting Party for the amount and costs of any draws on the security plus interest thereon at the Prime Rate plus four percent (4%) from the date such draw is made until such indemnification is made. In addition to all other rights to enforce such reimbursement otherwise available to the Non-Defaulting Party, it shall have the right to set-off the amount of such reimbursement or indemnification (including interest) against any other monies due to the Defaulting Party pursuant to this Agreement; and
(f) Purchaser hereby confirms that it has submitted its applications with the AER for licence eligibility to become eligible to acquire or hold licences and approvals for the types of wells, facilities and pipelines to which the Assets pertain in the Province of Alberta. From and after the execution of this Agreement until received, Purchaser shall, in a diligent and prudent manner, use commercially reasonable efforts to continue to pursue such eligibility with the AER in order to meet all AER eligibility requirements for such licence eligibility so as to be able to take transfer of the applicable Permits for any Wells or Tangibles for which Vendor is the licensee following Closing.

ARTICLE 4 ADJUSTMENTS

4.1 Costs and Revenues to be Apportioned

(a) Except as otherwise provided in this Agreement, all costs and expenses relating to the Assets (including maintenance, development, capital and operating costs, freehold mineral taxes, surface and mineral lease rentals and any similar payments) and all revenues relating to the Assets (including proceeds from the sale of production and fees from processing, treating or transporting Petroleum Substances on behalf of Third Parties) whether accruing, payable or paid and received or receivable shall be apportioned as of the Effective Time between Vendor and Purchaser in accordance with International Financial Reporting Standards, provided that:
(i) costs and expenses of work done, services provided and goods supplied shall be deemed to accrue for the purposes of this Article when the work is done or the goods (other than inventory) or services are provided, regardless of when such costs and expenses become payable;
(ii) where Vendor is the operator of any particular Asset, Vendor will be entitled to all third party overhead recoveries and operator's fees for the period up to the Closing Date;
(iii) revenues from the sale of Petroleum Substances will be adjusted on the basis of the date the Petroleum Substances are produced;
(iv) all rentals and similar payments in respect of the Leases or Surface Rights comprised in the Assets and all taxes (other than income taxes) levied with respect to the Assets or operations in respect thereof shall be apportioned between Vendor and Purchaser on a per diem basis as of the Effective Time;
(v) Petroleum Substances attributable to the Assets which were produced, but not sold, as of the Effective Time shall be retained by Vendor and Vendor shall be responsible for all royalties or other Encumbrances thereon. Petroleum Substances will be deemed to be sold on a first in, first out basis;
(vi) There shall be an adjustment in favour of Vendor for: (i) where Vendor is the operator of any of the Assets, third party overhead recoveries and operator's fees associated with the Assets for all periods after the Effective Time with such amounts received or receivable in respect of the month in which Closing occurs apportioned between Vendor and Purchaser on a per diem basis as of the Closing Time; (ii) any operating cost advances, authorities for expenditure, cash calls, joint interest billings or similar prepayments paid by Vendor in respect of the Assets which relate to expenditures made in respect thereof after the Effective Time;
(vii) fees or revenues from or relating to gathering, transmission or processing of Petroleum Substances for or on behalf of Persons other than Vendor shall be apportioned on the basis of the date of such gathering, transmission or processing;
(viii) all deposits, levies, prepaid amounts and other security and financial assurances provided by Vendor to Governmental Authorities or other Third

Parties in respect to the Assets, the operation thereof, Petroleum Substances produced therefrom or allocated thereto or services provided in connection therewith (including amounts paid by Vendor to the Orphan Well Fund under Alberta's Orphan Levy Program allocable to the period after the Adjustment Date) do not comprise part of the Assets and shall be for the sole benefit and the account of Vendor;

(ix) there will be no adjustments as between the Parties pursuant hereto in respect of any tax credits, drilling credits or other similar matters, or any incentives that accrue to a Party because of financial or organizational attributes specific to it; and
(x) There will be no adjustments respecting the Stripping Operation. All costs associated with the Stripping Operation as referenced in Schedule H will be assumed by the Vendor.
(b) Subject to the foregoing provisions of this Section 4.1, for the purposes of the Interim Period, all benefits and obligations relating to the Assets, including revenue, expenses, operating costs and expenses, capital costs, lease rentals, royalty obligations and the proceeds from the sale of production from the Lands, are to be received by or paid by Vendor and adjusted for on the interim statement of adjustments or the Final Statement of Adjustments, in an amount equal to:
(i) the proceeds from the sale of production from the Lands for the Interim Period, minus
(ii) all royalties and operating expenses for the Interim Period, minus
(iii) those capital expenses for which Purchaser is responsible for the Interim Period in accordance with this Section 4.1.
(c) Vendor shall report all Net Revenue and pay all income tax on the Net Revenue for the Interim Period.

4.2 Adjustments to Account

(a) An interim accounting of the adjustments pursuant to Section 4.1 shall be made at Closing, based on Vendor's good faith estimates. Vendor shall provide a statement setting forth the adjustments to be made at Closing not later than three (3) Business Days prior to Closing and shall assist Purchaser in verifying the amounts set forth in such statement. A further accounting of the adjustments pursuant to Section 4.1 shall be conducted within six (6) months following the Closing ("Final Statement of Adjustments") and Vendor shall assist Purchaser in verifying the amounts set forth in such final statement of adjustments prepared by Vendor. The Parties shall not be obligated to make an adjustment more than one (1) year after Closing unless such adjustment has been specifically requested, by written notice, within such period. All adjustments after Closing shall be settled by payment by the Party required to make payment hereunder within thirty (30) days of being notified of the determination of the amount owing by the Party seeking adjustment or in accordance with a determination made by an Accounting Firm pursuant to Section 4.3.
(b) Notwithstanding Section 4.2(a), further adjustments on the basis indicated in this Article will be made as and when those items arise if notice requesting that adjustment,

including reasonable particulars thereof, have been given by a Party to the other Party within thirty (30) days following receipt of a Thirteenth Month Adjustment or a completed and agreed to audit or other report and the need for that adjustment arises from:

(i) a Thirteenth Month Adjustment, operator error adjustment or error established by joint venture audits within thirty-six (36) months after the Closing Date; or
(ii) errors established by an audit or other review of lessor royalty payments that is conducted under the regulations or Leases within forty-eight (48) months after the Closing Date or such later date as may be prescribed by the regulations governing such matters.
(c) During the one (1) year period following the Closing Date, Purchaser may audit the books, records and accounts of Vendor respecting the Assets, for the purpose of effecting adjustments pursuant to this Article. Such audit shall be conducted upon reasonable notice to Vendor at Vendor's offices during Vendor's normal business hours, and shall be conducted at the sole expense of Purchaser.
(d) All adjustments provided for in this Article shall be adjustments to the Purchase Price and allocated to Petroleum and Natural Gas Rights. An adjustment payable by a Party after Closing pursuant to this Section 4.2 which is not paid within thirty (30) days of a written request for payment from the other Party, shall bear interest at the Prime Rate plus one percent (1%) per annum payable by the paying Party to the other Party from the end of such thirty (30) day period until the adjustment is paid.

4.3 Settlement of Disputes

Either Party may, following Closing, refer a dispute between the Parties respecting the requirement for or the amount of an adjustment pursuant to the provisions of this Article 4 to the Accounting Firm, and the Accounting Firm shall be requested to render its decision without qualifications, other than the usual qualifications relating to engagements of this nature, within five (5) Business Days after the dispute is referred to it. The decision of the Accounting Firm shall be in writing and shall include: (i) a statement describing in reasonable detail the decision of the Accounting Firm with respect to each item to which changes have been proposed; and (ii) a computation of the Final Statement of Adjustments. The Accounting Firm shall consider only those items and amounts that are identified by Purchaser and Vendor as items and amounts upon which the Parties are unable to agree. The decision of the Accounting Firm shall be final and binding upon the Parties (absent fraud or manifest error by the Accounting Firm) and shall not be subject to appeal by either Party; provided, however, that the determination of the Accounting Firm shall not be higher than the amount determined by Vendor or lower than the amount determined by Purchaser. The fees and expenses of the Accounting Firm shall be paid 50% by Purchaser and 50% by Vendor.

4.4 Post-Closing Accounting

The Parties shall provide reasonable assistance to each other in the collection or recoupment of any overpayment or underpayment of joint operations accounts receivable.

ARTICLE 5 CONDITIONS OF CLOSING

5.1 Purchaser's Conditions

The obligation of Purchaser to purchase the Assets pursuant hereto is subject to the satisfaction at or prior to the Closing Date of the following conditions, which are for the exclusive benefit of Purchaser and may be waived, in whole or in part, by Purchaser:

(a) Representations and Warranties: The representations and warranties of Vendor herein contained shall be true and correct in all material respects when made and as of the Closing Date, except where the representation and warranty in question is already qualified by materiality, in which case such representation and warranty shall be true and correct, and a certificate of an officer of Vendor to that effect shall have been delivered by Vendor to Purchaser at Closing;
(b) Obligations: 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 and a certificate of an officer of Vendor to that effect shall have been delivered by Vendor to Purchaser at Closing;
(c) No Claims or Suits: No suit, claim, action or proceeding shall be pending before any court or Governmental Authority seeking to restrain or prohibit the transaction contemplated hereby or to obtain material damages or other relief from Purchaser in connection with the consummation of the transaction contemplated hereby;
(d) No Damages: During the period between the date hereof and the Closing Time there shall have been no physical damage to the Assets that would have a material adverse effect on the value or use of the Assets taken as a whole;
(e) Delivery of Conveyance Documents: Vendor shall have delivered to Purchaser the General Conveyance and the Specific Conveyances executed and those other documents and materials described in Section 3.3(a) which are to be provided to Purchaser at Closing; and
(f) Discharges: Vendor shall have delivered to Purchaser releases and registerable discharges or no-interest letters from parties holding security interests in the Assets which have been requested by Purchaser not less than seven (7) Business Days prior to Closing.
(g) Production Condition: the average production rate from the Assets shall not be less than 350 boe per day (as measured by converting gas to oil in the ratio mix of six thousand cubic feet of gas to one barrel of oil equivalent: boe") over 15 consecutive days after completion of the Overhaul Operation and the Stripping Operation. In addition, the production operations for the Assets shall have been maintained in accordance with good oilfield practices and Purchaser is satisfied the 13-34-008-02W5 facility is in reasonable and good working order upon completion of the Stripping Operation.
(h) Overhaul Condition: the Vendor will have completed the Overhaul Operation as described in Schedule I.

If any of the foregoing conditions have not been complied with, or waived by Purchaser at or before the Outside Date, then Purchaser may terminate its obligations to purchase the Assets from Vendor by written notice to Vendor and, in such event, subject to Section 2.5, Purchaser and Vendor shall be released and discharged from all obligations hereunder: (i) provided that Vendor has complied with its obligations as set out in Section 5.3; and (ii) except as provided in Section 13.14.

5.2 Vendor's Conditions

The obligation of Vendor to sell the Assets pursuant hereto is subject to the satisfaction at or prior to the Closing Date of the following conditions, which are for the exclusive benefit of Vendor and may be waived, in whole or in part, by Vendor:

(a) Representations and Warranties: The representations and warranties of Purchaser herein contained shall be true and correct in all material respects when made and as of the Closing Date, except where the representation and warranty in question is already qualified by materiality, in which case such representation and warranty shall be true and correct, and a certificate of an officer of Purchaser to that effect shall have been delivered by Purchaser to Vendor at Closing;
(b) Obligations: All obligations of Purchaser contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects and a certificate of an officer of Purchaser to that effect shall have been delivered by Purchaser to Vendor at Closing;
(c) No Claims or Suits: No suit, claim, action or proceeding shall be pending before any court or Governmental Authority seeking to restrain or prohibit the transaction contemplated hereby or to obtain material damages or other relief from Vendor in connection with the consummation of the transaction contemplated hereby;
(d) Payment: All amounts to be paid by Purchaser to Vendor pursuant hereto at Closing shall have been paid to Vendor by Purchaser in accordance with and in the form stipulated in this Agreement;
(e) Delivery of Conveyance Documents: Purchaser shall have executed and delivered to Vendor at least one copy of the General Conveyance and the Specific Conveyances delivered by Vendor at Closing, and delivered to Vendor the other documents and materials described in Section 3.3(b); and
(f) Regulatory Eligibility Requirement: Purchaser shall: (i) have a valid BA Code in Alberta as required; (ii) have been granted limited or general eligibility by the AER under Directive 067. Vendor shall be satisfied, in its sole discretion, that no condition exists in respect of Purchaser as it pertains to factors considered by the applicable Governmental Authority in respect of the license eligibility requirements for acquiring licenses or the license transfer application to be submitted following Closing, that poses a material risk that the license transfers would not be approved without conditions that Purchaser would be unable to satisfy.

If any of the foregoing conditions have not been complied with, or waived by Vendor at or before the Outside Date then Vendor may terminate its obligations to sell the Assets to Purchaser by written notice to Purchaser and, in such event, subject to Section 2.5, Purchaser and Vendor shall be released and discharged from all obligations except as provided in Section 13.14.

5.3 Efforts to Fulfill Conditions Precedent

Purchaser and Vendor shall proceed diligently and in good faith and use commercially reasonable efforts to fulfill and assist in the fulfillment of the conditions precedent set forth in this Article 5.

5.4 Officer's Certificates Generally

A certificate of an officer of a Party delivered pursuant hereto shall be made by such officer on behalf of such Party and such officer shall have no personal liability in respect thereof.

ARTICLE 6 REPRESENTATIONS AND WARRANTIES

6.1 Representations and Warranties of Vendor

Subject in all instances to the Permitted Encumbrances, Vendor represents and warrants to Purchaser with respect to itself and the Assets that:

(a) Standing: Vendor is, and at the Closing Date shall continue to be a corporation, duly amalgamated, validly existing and in good standing under the laws of Alberta and the jurisdictions in which the Assets are located. Vendor has all the requisite power and authority to sell, assign, transfer and convey the Assets to Purchaser in accordance with this Agreement;
(b) No Conflicts: The consummation of the transaction contemplated herein will not violate, nor be in conflict with, any provision of any agreement or instrument to which Vendor is a party or by which Vendor is bound or any judgment, decree, order, law, statute, rule or regulation applicable to Vendor;
(c) Execution of Documents: This Agreement has been duly executed and delivered by Vendor and all other documents (including the General Conveyance and the Specific Conveyances) executed and delivered pursuant hereto will be duly executed and delivered, and this Agreement does, and such documents will, constitute legal, valid and binding obligations of Vendor enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, preference, reorganization, moratorium and other similar laws affecting creditors' rights generally and the discretion of courts with respect to equitable or other discretionary remedies and defences;
(d) Finders' Fees: Vendor has not incurred any obligation or liability, contingent or otherwise, for brokers' or finders' fees in respect of this transaction for which Purchaser shall have any obligation or liability;
(e) No Authorizations: 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 or Vendor is required for the due execution, delivery and performance by Vendor of this Agreement;
(f) Title: Vendor does not warrant title to the Assets nor does it agree to give any greater interest or title in the Assets to Purchaser than that which it has, but Vendor does warrant that except for pursuant to any Permitted Encumbrances; (A) Vendor has not alienated or encumbered the Assets or any part or portion thereof; (B) neither Vendor nor any of its Affiliates have done any act or thing whereby any of the Assets may be

reduced, cancelled or determined and, (C) the title to the Assets is now and, at the Closing Date, will be free and clear of all liens, mortgages, royalties, Encumbrances and adverse claims created by, through or under Vendor or any Affiliate of Vendor;

(g) No Default Notices: Vendor has not received any notice of default the Title and Operating Documents or any notice alleging its default or a default by a Third Party thereunder that relates to the Assets, which default remains outstanding or unsatisfied in any material respect or that has not been remedied in all material respects at the Closing Time; and, to Vendor's knowledge, there has been no act or omission by Vendor that reasonably could constitute a breach of any such Applicable Law which, if unremedied would reasonably be expected to have a material adverse effect on the value of the Assets taken as a whole;
(h) No Lawsuits or Claims: There are no judgments and no claims, proceedings, actions or lawsuits in existence, or, to Vendor's knowledge, threatened against or with respect to the Assets or the interests of Vendor therein that would have a material adverse effect on the aggregate value or operation of the Assets;
(i) No Breaches of Law: It has not received any written notice of any violation of Applicable Law or any writ, injunction or decree of any court or any Governmental Authority in relation to the Scheduled Assets which violation would have a material adverse effect on the aggregate value or operation of the Scheduled Assets or which has not been remedied;
(j) AFEs: Except as set forth in Schedule D to this Agreement, there are no due or outstanding AFEs or other financial commitments, where Vendor's proportionate share exceeds \$25,000, pursuant to which expenditures in respect of the Assets other than normal operating costs may be required to be made by or assumed by Purchaser after the Effective Time;
(k) Offsets: Vendor has not received any notice from, or on behalf of, the applicable lessor that a freehold lease is subject to an offset obligation, including an unsatisfied obligation to drill a well or surrender rights or an obligation to pay compensatory royalties;
(l) AMIs/AOEs: To Vendor's knowledge there are no active area of mutual interest or area of exclusion provisions in any of the Title and Operating Documents or other agreements or documents to which the Assets are subject;
(m) Production, Transportation, Processing and Marketing Agreements: Except as disclosed in Schedule D, there are no Production, Transportation, Processing and Marketing Agreements applicable to the Assets, that cannot be terminated on notice of 31 days or less (without an early termination penalty or other cost);
(n) Take or Pay: Except as disclosed in Schedule D, the Assets are not subject to any Take or Pay Obligations;
(o) Assessments: To Vendor's knowledge,
(i) all royalties;
(ii) all ad valorem and property taxes; and

(iii) all production, severance and similar taxes and assessments based on or measured by Vendor's ownership of the Scheduled Assets or the production of Petroleum Substances from the Lands or the receipt of proceeds therefrom;

payable by Vendor and that accrued prior to the Closing Time (including all prior years) have been properly and fully paid and discharged or will be so paid when due;

(p) Reduction of Interests: Except as otherwise disclosed on Schedule A and Schedule D, Vendor's interest in the Scheduled Assets is not currently subject to reduction by reference to payout of or production penalty on any Well or otherwise through any right or interest granted or exercised by, through or under it or any of its Affiliates or of which Vendor has knowledge;
(q) Operations:
(i) Those Wells listed in Schedule B for which Vendor is operator have been operated and, if applicable, abandoned in all material respects in accordance with good oil and gas field practices and the material requirements of Applicable Law during the period or periods in which Vendor has been the operator thereof; and
(ii) the Tangibles for which Vendor is operator have been operated in all material respects in accordance with good oil and gas field practices and the material requirements of Applicable Law during the period or periods in which Vendor has been the operator thereof.
(r) No Money Laundering: The operations of Vendor and its Affiliates are and have been conducted at all times in compliance with all anti-money laundering laws and all applicable financial record keeping and reporting requirements, rules, regulations and guidelines applicable to Vendor and its Affiliates (collectively, "Money Laundering Laws") and no action, suit or proceeding by or before any court or Governmental Authority, agency or body or any arbitrator involving the Vendor or any of its Affiliates with respect to Money Laundering Laws is pending and, to the best of its knowledge, no such action, suits or proceedings are threatened or contemplated;
(s) Information Provided: To Vendor's knowledge, Vendor has made available in the Data Room Information copies of the material agreements and other documents respecting the Assets, including any of the relevant Title and Operating Documents and other agreements and documents comprising the Miscellaneous Interests, that are in Vendor's possession and control as at the execution of this Agreement for the purpose of Purchaser's due diligence review of Vendor's title to the Assets;
(t) Environmental Matters: Vendor has not received:
(i) any orders or directives which relate to Environmental Liabilities 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 with respect to the breach thereof related to the of any environmental, health or safety law applicable to the Assets, including respecting the use, storage, treatment, transportation or disposition of

environmental contaminants, which demand or notice remains outstanding on the date hereof;

(u) Competition Act: The aggregate book value of the Assets and the gross revenues generated from sales in or from Canada from the Assets do not, in either case, exceed \$93,000,000 as determined in accordance with the Competition Act;
(v) Residency: Vendor is not a non-resident of Canada within the meaning of the Income Tax Act (Canada).
(w) Commitment to Deliver: To Vendors knowledge, none of the Title and Operating Documents includes a commitment to deliver production from any Lands to particular Tangibles;
(x) Tangibles: There are no leased or rented Tangibles. Since the Effective Date no Tangibles have been removed from the Lands other than in accordance with the Stripping Operations and in accordance with good oilfield practice and to the knowledge of the Vendor, the Tangibles have been constructed, installed, maintained and operated in accordance with good oil field practice;
(y) Rights of First Refusal: To the best of Vendor's knowledge the Assets are not subject to any Rights of First Refusal that are triggered by this transaction.

6.2 Negation of Other Representations and Warranties

(a) Each Party expressly negates any representations or warranties, whether written or verbal, made by it, its agents, servants or employees, except as expressly enumerated in Section 6.1, in respect of Vendor and Section 6.4 in respect of Purchaser, and in particular, without limiting the generality of the foregoing, each Party disclaims all liability and responsibility for any such representation, warranty, statement or information made or communicated (orally or in writing) to the other Party or any of its employees, agents, consultants or representatives.
(b) Purchaser acknowledges that the Assets will be purchased on an "as is, where is" basis and, except for the representations and warranties expressly enumerated in Section 6.1, there are no collateral agreements, conditions, representations or warranties of any nature or kind whatsoever made by Vendor, express or implied, arising at law, by statute or in equity or otherwise with respect to the Assets and in particular, without limiting the generality of the foregoing, there are no collateral agreements, conditions, representations or warranties made by Vendor, express or implied, arising at law, by statute or in equity or otherwise with respect to: (i) the quantity or quality of Petroleum Substances in the Lands or lands pooled or unitized therewith or the recoverability of Petroleum Substances from the Lands or lands pooled or unitized therewith; (ii) the value of the Assets or the revenues or cash flows from production from the Lands; (iii) other than as contemplated in Section 6.1(c), title to the Assets; (iv) other than as contemplated in Section 6.1(u), the environmental condition of the Assets; (v) any engineering, geological or other interpretations or economic evaluations of the Assets; (vi) the rates of production of Petroleum Substances from the Lands or lands pooled or unitized therewith; (vii) the quality, condition, fitness, merchantability or serviceability of the Assets or (viii) the suitability of their use for any purpose. Without restricting the generality of the foregoing, but subject to Section 6.1, Purchaser acknowledges that it has made its own independent investigation, analysis, evaluation and inspection of Assets and the state and condition

thereof and that it has relied solely on such investigation, analysis, evaluation and inspection as to its assessment of the condition, quantum and value of the Assets.

(c) Except with respect to the representations and warranties in Section 6.1, Purchaser forever releases and discharges Vendor and its and their directors, officers, servants, agents and employees from any claims and all liability (whether by contract, in tort, by statute or otherwise howsoever) to Purchaser or Purchaser's assigns and successors, as a result of the use or reliance upon advice, information or materials pertaining to the Assets which was delivered or made available to Purchaser by Vendor or its directors, officers, servants, agents or employees prior to or pursuant to this Agreement, including any evaluations, projections, reports and interpretive materials prepared by Vendor or otherwise in Vendor's possession.

6.3 Acknowledgements

Without detracting from Purchaser's reliance on Vendor's representation and warranties in Section 6.1, Purchaser acknowledges that as of the Closing Time:

(a) it will have made its own independent examination, physical inspection, investigation, analysis, evaluation and verification of the Assets, including Vendor's title thereto and the Environmental condition of the Lands and the Assets and will have 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 title thereto; and
(b) in determining the Purchase Price, Purchaser will have taken into account Purchaser's assumption of the Environmental Liabilities and the release of Vendor's responsibility therefor.

6.4 Representations and Warranties of Purchaser

Purchaser represents and warrants to Vendor that:

(a) Standing: Purchaser is, and at the Closing Date shall continue to be a corporation, duly incorporated and validly existing under the laws of the jurisdiction of its formation, is authorized to carry on business in all jurisdictions in which the Assets are located, and has the requisite power and authority to purchase and pay for its portion of the Assets in accordance with this Agreement;
(b) No Conflicts: The consummation of the transaction contemplated herein will not violate, nor be in conflict with, any provision of any agreement or instrument to which Purchaser is a party or by which Purchaser is bound or any judgment, decree, order, law, statute, rule or regulation applicable to it;
(c) Execution of Documents: This Agreement has been duly executed and delivered by Purchaser and all other documents (including the General Conveyance and the Specific Conveyances) executed and delivered by Purchaser pursuant hereto will be duly executed and delivered, and this Agreement does, and such documents will, constitute legal, valid and binding obligations of Purchaser enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, preference, reorganization, moratorium and other similar laws affecting creditors' rights generally and the discretion of the courts with respect to equitable or discretionary remedies and defences;
(d) Finders' Fees: Purchaser has not incurred any liability, contingent or otherwise, for brokers' or finders' fees in respect of this transaction for which Vendor shall have any obligation or liability;
(e) No Money Laundering: None of the funds Purchaser is using to acquire the Assets are proceeds obtained or derived, directly or indirectly, as a result of illegal activities and the funds representing the Purchase Price which will be paid to Vendor hereunder will not represent proceeds of crime for the purposes of any Money Laundering Laws. The operations of the Purchaser and its Affiliates are and have been conducted at all times in compliance with Money Laundering Laws and no action, suit or proceeding by or before any court or Governmental Authority, agency or body or any arbitrator involving the Vendor or any of its Affiliates with respect to Money Laundering Laws is pending and, to the best of its knowledge, no such actions, suits or proceedings are threatened or contemplated;
(f) Investment Canada Act: Purchaser will comply with the Investment Canada Act (Canada) to the extent applicable to the transactions herein;
(g) No Authorizations: 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 or Vendor is required for the due execution, delivery and performance by Vendor of this Agreement; and
(h) Qualification: Purchaser meets all qualification requirements of all Governmental Authorities and under Applicable Law to purchase, accept, take possession, own and hold the Assets and to be registered as owner thereof, as applicable.
(i) Licence Eligibility: To Purchaser's knowledge, except as disclosed in writing to Vendor prior to execution of this Agreement, there is no circumstance or reason that is unique to Purchaser that exists or is reasonably expected to exist prior to the Closing Date that would cause the AER to determine that Purchaser is not eligible to acquire or hold approvals for wells, facilities or pipelines as set out under Applicable Law, including Directive 067.

6.5 Survival

Except as otherwise provided herein, all representations and warranties contained in this Agreement on the part of each of the Parties shall survive for a period of twelve (12) months from the Closing Date.

ARTICLE 7 INDEMNITIES FOR REPRESENTATIONS AND WARRANTIES

7.1 Vendor's Indemnities for Representations and Warranties

Subject to Section 7.4, if Closing occurs Vendor shall:

(a) be liable to Purchaser and its Representatives for; and
(b) in addition, indemnify Purchaser and its Representatives from and against;

all Claims that may be brought against Purchaser and its Representatives and Losses and Liabilities that Purchaser and its Representatives suffer, sustain, pay or incur as a result of:

(c) a breach of a representation or warranty made by Vendor in Section 6.1; and
(d) a breach by Vendor of a covenant or agreement contained in this Agreement to be performed at or before Closing;

provided, however, that Vendor shall not be liable nor be required to indemnify Purchaser and its Representatives in respect of any Claims brought against Purchaser or its Representatives or Losses or Liabilities that Purchaser or its Representatives suffer, sustain, pay or incur which are caused by the gross negligence or willful misconduct of Purchaser or its Representatives or are matters or things for which Vendor or its Representatives is entitled to indemnification under Section 7.2.

7.2 Purchaser's Indemnities for Representations and Warranties

Subject to Section 7.4, if Closing occurs, Purchaser shall:

(a) be liable to Vendor and its Representatives for; and
(b) in addition, indemnify Vendor and its Representatives from and against,

all Claims that may be brought against Vendor and its Representatives and Losses and Liabilities that Vendor and its Representatives may suffer, sustain, pay or incur as a result of:

(c) a breach of a representation or warranty made by Purchaser in Section 6.4; or
(d) a breach by Purchaser of a covenant or agreement contained in this Agreement to be performed at or before Closing,

provided, however, that Purchaser shall not be liable to nor be required to indemnify Vendor and its Representatives in respect of any Claims brought against Vendor or its Representatives or Losses or Liabilities that Vendor or its Representatives suffer, sustain, pay or incur which are caused by the gross negligence or willful misconduct of Vendor or its Representatives or are matters or things for which Purchaser or its Representatives is entitled to indemnification under Section 7.1.

7.3 Limitations

Notwithstanding anything to the contrary contained in this Agreement:

(a) No Claim under Sections 7.1 or 7.2 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 twelve (12) months from the Closing Date. No Claim shall be made by a Party in respect of the representations and warranties made by the other Party in this Agreement except pursuant to Sections 7.1 or 7.2.
(b) No Party shall be liable for or shall be required to indemnify the other Party or any of the other Party's Affiliates for any Losses or any Claims to the extent arising as a consequence of the fraud, gross negligence or willful misconduct of the other Party or any of the other Party's Affiliates.

7.4 Limitations on Responsibility

Notwithstanding anything to the contrary contained in this Agreement:

(a) No Claim shall be made against Vendor by Purchaser in respect of any individual Vendor Default hereunder, or for indemnification in respect thereof, unless the aggregate amount of the Losses suffered, sustained, paid or incurred by Purchaser in respect of such individual Vendor Default exceeds \$[amount redacted] (with all Vendor Defaults that do not exceed \$[amount redacted] being hereinafter referred to as "De Minimus Vendor Defaults").
(b) No Claim shall be made against Vendor by Purchaser in respect of any Vendor Default or Vendor Defaults hereunder, or for indemnification in respect thereof, unless and until the aggregate amount of the Losses suffered, sustained, paid or incurred by Purchaser in respect of all such Vendor Defaults (excluding De Minimus Vendor Defaults) exceeds \$[amount redacted] (the "Deductible"). In such event, Vendor's obligation and liability shall be limited to the amount of such Losses that are in excess of the Deductible (and, for clarity, shall in no event include any Losses that are in respect of De Minimus Vendor Defaults). Further, in no event shall the total liability of Vendor under this Agreement for all Claims of Purchaser in respect of all Vendor Defaults exceed fifty (50%) of the Base Price.
(c) Notwithstanding the foregoing, the thresholds and liability cap of Vendor provided for in this Section 7.4(a) and Section 7.4(b) shall not apply to any Claims by Purchaser for Losses and Liabilities of Purchaser arising:
(i) in the case of fraud;
(ii) in connection with any matter or thing which is the proper subject of an operating adjustment under Article 4;
(iii) in connection to or as a result of a breach by Vendor of its representations and warranties contained in Sections 6.1(a) (Standing), 6.1(b) (No Conflict), 6.1(c) (Execution of Documents), 6.1(v) (Residency) and 6.1(d) (Finder's Fee);
(d) Neither Party shall be entitled to bring any Claim against the other Party hereunder in respect of any act, omission, circumstance or other matter of which it had knowledge at the Closing Date, including any representation or warranty given by such Party which the other Party knew to be inaccurate or untrue.
(e) Notwithstanding anything else contained herein, in no event shall either Party be liable for any Consequential Losses.

7.5 Assumption

If Closing occurs, Purchaser shall:

(a) assume, pay, discharge and be responsible and liable for all Losses and Liabilities; and
(b) in addition, indemnify Vendor and its Representatives from and against all Losses and Liabilities suffered, sustained, paid or incurred by Vendor and its Representatives and all Claims made against Vendor and its Representatives,

which relate to, arise from or are associated with the Assets or the operation, maintenance, use or ownership thereof or any other operations or services conducted in connection therewith (excluding any Environmental Liabilities which are provided for in Section 7.6) and arise or accrue on or after the Adjustment Date, without limit and without regard to the negligence of Vendor or any of its Representatives, except to the extent any related Claims or Losses or Liabilities are matters or things for which Purchaser or its Representatives is entitled to indemnification pursuant to Section 7.1 as a result of a breach of a representation or warranty made by Vendor in Section 6.1.

7.6 Environmental Matters and Abandonment and Reclamation Obligations

Provided that Closing has occurred, Purchaser shall:

(a) be liable to Vendor for all of its Losses; and, in addition
(b) indemnify and hold harmless Vendor and each of its directors, officers, agents and employees from and against all Losses in respect of all Environmental Liabilities and all Abandonment and Reclamation Obligations howsoever and by whomsoever caused and whether they occur or arise in whole or in part prior to, on or subsequent to the Effective Time. 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 such Environmental Liabilities or the Abandonment and Reclamation Obligations, whether such rights and remedies are pursuant to the common law or statute or otherwise, including the right to name Vendor as a third party to any action commenced by any Third Party against Purchaser. Nothing in this section, however, will operate to limit any representation or warranty made by Vendor under Section 6.1(q) with respect to the environmental condition of the Assets or to affect Purchaser's right to make a Claim against Vendor for breach thereof pursuant to Section 7.1, subject to Sections 6.5, 7.3 and 7.4.

7.7 Indemnification Procedure – Third Party Claims

The following procedures shall be applicable to any Claim (a "Third Party Claim") by a Party (the "Indemnified Party") for indemnification pursuant to this Agreement from the other Party (the "Indemnifying Party") in respect of a Claim by a Person other than a Party or an Affiliate of a Party:

(a) upon the Third Party Claim being made against or commenced against the Indemnified Party, the Indemnified Party shall promptly provide written notice thereof to the Indemnifying Party. The notice shall describe the Third Party Claim in reasonable detail and indicate the estimated amount, if practicable, of the indemnifiable Losses that have been or may be sustained by the Indemnified Party in respect thereof. If the Indemnified Party does not give prompt notice to the Indemnifying Party as aforesaid, then such failure shall only lessen or limit the Indemnified Party's rights to indemnity hereunder to the extent that the defense of the Third Party Claim was prejudiced by such lack of prompt notice;
(b) if the Indemnifying Party acknowledges to the Indemnified Party in writing that the Indemnifying Party is responsible to indemnify the Indemnified Party in respect of the Third Party Claim pursuant hereto, the Indemnifying Party shall have the right to do either or both of the following:
(i) assume carriage of the defense of the Third Party Claim using legal counsel of its choice and at its sole cost, and/or
(ii) settle the Third Party Claim provided the Indemnifying Party pays the full monetary amount of the settlement and the settlement does not impose any unreasonable restrictions or obligations on the Indemnified Party;
(c) each Party shall cooperate with the other in the defense of the Third Party Claim, including making available to the other Party, its directors, officers, employees and consultants whose assistance, testimony or presence is of material assistance in evaluating and defending the Third Party Claim;
(d) the Indemnified Party shall not enter into any settlement, consent order or other compromise with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned) unless the Indemnified Party waives its rights to indemnification in respect of the Third Party Claim;
(e) upon payment of the Third Party Claim, the Indemnifying Party shall be subrogated to all claims the Indemnified Party may have relating thereto. The Indemnified Party shall give such further assurances and cooperate with the Indemnifying Party to permit the Indemnifying Party to pursue such subrogated claims as reasonably requested by it; and
(f) if the Indemnifying Party has paid an amount pursuant to the indemnification obligations herein and the Indemnified Party shall subsequently be reimbursed from any source in respect of the Third Party Claim from any Third Party, the Indemnified Party shall promptly pay the amount of the reimbursement (including interest actually received) to the Indemnifying Party, net of taxes required to be paid by the Indemnified Party as a result of any such receipt and plus any taxes saved or recovered by the Indemnified Party as a result of such payment.

7.8 Allocation of Indemnity Payments

Any indemnification payment made by Vendor pursuant to this Article 7 shall constitute a dollar-for-dollar decrease of the Purchase Price and any indemnification payment made by Purchaser pursuant to this Article 7 shall constitute a dollar-for-dollar increase of the Purchase Price, and such adjustment shall be allocated solely to the Petroleum and Natural Gas Rights.

ARTICLE 8 DUE DILIGENCE REVIEW

8.1 Purchaser's Review

Purchaser acknowledges that it has completed its due diligence in respect of the Assets, including in respect of Vendor's title to the Assets, Environmental Liabilities and the environmental condition of the Lands and the Assets and that its obligation to close the purchase of the Assets pursuant hereto will not be subject to any condition respecting Vendor's title to the Assets, Environmental Liabilities or the environmental condition of the Lands and the Assets or any other due diligence in respect of the Assets.

8.2 Lease Operating Statement Audit Provision

At the specific written request of Purchaser, Vendor shall be willing to conduct an audit of pertinent lease operating statements if so required by the Purchaser to satisfy TSXV requirements. If the Purchaser requests an audit of the lease operating statements then such costs associated with that audit will be allocated to the Assets as part of the statement of adjustments.

8.3 Production of Documents and Access

(a) Purchaser acknowledges that, prior to the date of this Agreement, Vendor has provided Purchaser with access to the Data Room Information. At all reasonable times prior to the Closing Time, Vendor shall upon request make available to Purchaser and Purchaser's Representatives in Vendor's office in Calgary all of the Title and Operating Documents and any other agreements, documents, records and files to which the Assets are subject, including:
(i) all lease and contract files relating to the Assets, and information relating to title to the Assets;
(ii) marketing, processing, compression, treatment, gathering, storage, transportation and sale contracts and all files relating thereto;
(iii) all documents and information relevant to Environmental Liabilities or the environmental condition of the Assets, including all environmental assessments and reports;
(iv) evidence with respect to the payment of any royalties, rentals and bonuses due under the Title and Operating Documents; and
(v) agreements for the contract operation by a Third Party of the Assets or any of them.
(b) At any time during the Interim Period, on reasonable notice to Vendor and on condition that Purchaser's access will not interfere with or interrupt the operation of the Assets, Vendor will give access to the Assets operated by Vendor for Purchaser's Representatives at Purchaser's sole risk and expense. As Purchaser has completed all of its due diligence investigations with respect to the Assets prior to the date of this Agreement, such access will be for informational purposes only. Purchaser will coordinate its assessment activities with Vendor to allow Vendor's Representatives to be present. Purchaser agrees it will not undertake any site visits without notifying the Vendor, obtaining its consent to such visit, which consent shall not be unreasonably withheld and agreeing that a Vendor representative must be present at all site visits. Purchaser and Purchaser's Representatives shall abide by the terms of the Title and Operating Documents and all safety rules or rules of conduct reasonably imposed by Vendor or the other operators of the Assets. Purchaser shall:
(i) be liable to Vendor, its Representatives and the other Persons holding an interest in the Assets for, and
(ii) in addition, indemnify Vendor, its Representatives and the other Persons holding an interest in the Assets from and against,

all Claims that may be brought against Vendor, its Representatives and such Persons or Losses or Liabilities that Vendor, its Representatives or such Persons suffer, sustain, pay or incur as a result of or in connection with such entry onto any property to inspect the Assets pursuant to this Section 8.3(b), provided, however, that Purchaser shall not be liable to nor be required to indemnify Vendor, its Representatives or such other Persons in respect of any Claims brought against Vendor, its Representatives or such other Persons or Losses or Liabilities that Vendor, its Representatives or such other Person suffers, sustains, pays or incurs which are caused by the gross negligence or willful misconduct of Vendor, its Representatives or such other Person (as applicable).

(c) Purchaser's and Purchaser's Representatives' access to documents, information and Assets pursuant to this Section 8.2, and all information and analyses with respect thereto, will be given subject to and in accordance with the Title and Operating Documents, the Confidentiality Agreement and any applicable fiduciary, confidentiality and similar obligations (collectively, the "Access Obligations"). Purchaser shall be responsible to Vendor for ensuring that Purchaser's Representatives comply with the Access Obligations. Purchaser shall be liable to Vendor for all Claims that may be brought against Vendor or Losses or Liabilities that Vendor suffers, sustains, pays or incurs as a result of or in connection with any breaches or violations of the Access Obligations by Purchaser or its Representatives.

8.4 No Adjustments

Each Party acknowledges and agrees that there shall be no adjustment to the Purchase Price as a result of any due diligence conducted under this Article 8 after the execution of this Agreement.

ARTICLE 9 RIGHTS OF FIRST REFUSAL

9.1 Rights of First Refusal

To the best knowledge of Vendor, there are no ROFRs on the Assets.

ARTICLE 10 MAINTENANCE OF ASSETS

10.1 Maintenance of Assets Prior to Closing

From the date hereof until the Closing Date, Vendor shall, to the extent that the nature of its interest permits, and subject to the Title and Operating Documents and any other agreements and documents to which the Assets are subject:

(a) operate and maintain the Assets in a proper and prudent manner in accordance with good oil and gas industry practices and in material compliance with all Applicable Law;
(b) maintain adequate insurance on the Assets in accordance with past practices;
(c) pay or cause to be paid all costs and expenses relating to the Assets which become due from the date hereof to the Closing Date; and
(d) undertake the Stripping Operation and Overhaul Operation as described in Schedule H and Schedule I respectively;
(e) perform and comply with all material covenants and conditions contained in the Title and Operating Documents and any other agreements and documents to which the Assets are subject,

provided that where Vendor is not the operator, Vendor shall be obligated to do only that which a prudent non-operator would be expected to do in similar circumstances in accordance with accepted industry practices.

10.2 Consent of Purchaser

Notwithstanding Section 10.1, from the date hereof until the Closing Date, Vendor shall not, without the written consent of Purchaser, which consent shall not be unreasonably withheld by Purchaser and which, if provided, will be provided in a timely manner:

(a) make any commitment or propose, initiate or authorize any capital expenditure, (excluding the Overhaul Operation), with respect to the Assets of which Vendor's share is in excess of \$25,000 or in aggregate capital expenditures in excess of \$50,000, except in case of an emergency or in respect of amounts which Vendor is committed to expend or is deemed to authorize without its specific authorization or approval;
(b) surrender or abandon any of the Scheduled Assets;
(c) amend or terminate or agree to the amendment, in material respect the terms or conditions of any Title and Operating Document or enter into any new agreement or commitment relating to the Assets; or
(d) sell, transfer, assign or otherwise dispose of, surrender, forfeit or abandon in any way any of the Assets or any part or portion thereof, Encumber the Assets or any of them (except to the extent that such Encumbrances are Permitted Encumbrances) or agree to do any of the foregoing, except sales of Petroleum Substances in the normal course of business.

10.3 Following Closing

(a) Following Closing, Vendor shall hold title to the Assets in trust for Purchaser, as agent for and bare legal trustee, until all necessary Specific Conveyances including notifications, registrations and other steps required to transfer such title to Purchaser have been completed;
(b) From the date hereof, Vendor shall represent Purchaser in all matters arising under a Title and Operating Document 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 received by Vendor following Closing pursuant to the Title and Operating Document, other than those to which Vendor is entitled under Article 4, shall be received and held by Vendor in trust for Purchaser and Vendor shall promptly remit such amounts to Purchaser,
(ii) Vendor shall forward all statements, notices and other information received by it pursuant to such Title and Operating Document that pertain to the Assets to Purchaser forthwith following their receipt by Vendor, and
(iii) Vendor shall forward to other parties to the Title and Operating Document such notices and elections pursuant to such Title and Operating Document pertaining to the Assets as Purchaser may request; and

(c) Purchaser shall indemnify and save harmless Vendor from and against all of Vendor's Losses arising as a consequence of the provisions of Sections 10.3 (a) and (b) hereof, except to the extent caused by the gross negligence or wilful misconduct of Vendor or its servants, agents or employees and except for Vendor's overhead and general administrative costs. Acts or omissions taken by Vendor or its servants or agents with the prior written approval of Purchaser shall not constitute gross negligence or wilful misconduct for purposes of this subsection.

10.4 Transfer of Operatorship

Purchaser acknowledges that Vendor may not be able to transfer operatorship of any of the Assets to Purchaser at or after Closing until Purchaser has met conditions of the LMA Program. Vendor covenants with Purchaser that Vendor shall do such commercially reasonable things as Purchaser may request in order to obtain the appropriate consents and approvals for the assignment and transfer to Purchaser of operatorship of those of the Assets which Vendor currently operates.

10.5 Indication of Ownership/Operatorship

After Closing, Vendor may remove any signs that indicate its ownership or operation of the Assets. It shall be the responsibility of Purchaser, where necessary, to forthwith erect or install any signs that may be required by Governmental Authorities indicating Purchaser to be the operator of the Assets and to notify other working interest parties, surface owners, gas purchasers, suppliers, contractors and Governmental Authorities of Purchaser's interests in the Assets.

ARTICLE 11 DEFICIENT PIPELINE RECORDS

11.1 Rectification and Costs

(a) No later than 10 Business Days prior to Closing, Vendor will provide Purchaser with access to all Pipeline Records in Vendor's possession or to which Vendor has access for Purchaser's review. To the extent that Purchaser determines that any of Vendor's Pipeline Records that have been made available for review by Vendor are deficient, Purchaser shall as soon as reasonably possible notify Vendor of same (the "Deficiencies Notice").
(b) Within 30 days of delivery of the Deficiencies Notice to Vendor, Purchaser shall deliver to Vendor its plan (the "Rectification Plan") as to how to reasonably address the Deficient Pipeline Records, which Rectification Plan will include the details of the work anticipated by Purchaser to be undertaken and Purchaser's reasonable estimate of the out-of-pocket costs and expenses, including the cost of engineering assessments obtained solely for that purpose.
(c) Promptly following the delivery of the Rectification Plan by Purchaser to Vendor, the Parties shall meet to discuss the Rectification Plan and, acting reasonably, agree on those steps to be taken to rectify any Deficient Pipeline Records as soon as reasonably possible. From the date of this Agreement until six (6) months after Closing, all out-ofpocket costs and expenses incurred by the Parties, or any one of them, in correcting or completing any such Deficient Pipeline Records in accordance with the agreed to Rectification Plan, shall be borne equally by the Parties, provided that after such six (6) month period, all costs shall be borne by Purchaser. Subject to the foregoing, the Parties shall cooperate with each other and do all such further acts and execute and deliver all such further deeds and documents as shall be required in order to rectify

the Deficient Pipeline Records and effect completion of the licence transfer applications for such pipeline licences.

(d) To the extent any Deficient Pipeline Records are not rectified prior to Closing, the corresponding pipeline licences will not be transferred to Purchaser at Closing and Vendor shall hold such pipeline licences in trust for Purchaser pursuant to Section 10.3 until such time as such Deficient Pipeline Records have been rectified. Forthwith following the rectification of such Deficient Pipeline Records, the relevant pipeline licences will be transferred by Vendor to Purchaser.

ARTICLE 12 INDEPENDENT CONTRACTS

12.1 Independent Contractors

The Parties acknowledge that it is the intention of Vendor to cancel, effective as of the Closing Date, Vendor's arrangements with certain independent contractors utilized by Vendor in the physical operation of the Assets and the Parties agree as follows:

(a) within two (2) Business Days following the date of execution of this Agreement by the Parties, Vendor shall provide Purchaser with written details, including contract terms, regarding those independent contractors utilized by Vendor in relation to the physical operation of the Assets and whose arrangements Vendor intends to terminate; and
(b) at Purchaser's request, Vendor shall endeavour to arrange for Purchaser to meet with such independent contractors to discuss such independent contractors entering into arrangements with Purchaser to continue to provide services in relation to the Assets after the Closing Date.

ARTICLE 13 GENERAL

13.1 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, provided such documents, instruments or actions are consistent with the provisions of this Agreement and accepted industry practices. All such further documents, instruments or actions shall be delivered or taken at no additional consideration other than reimbursement of any expenses reasonably incurred by the Party providing such further documents or instruments or performing such further acts, by the Party at whose request such documents' or instruments were delivered or acts performed.

13.2 No Merger

The covenants, representations, warranties and indemnities contained in this Agreement shall survive Closing and shall not merge in any assignments, conveyances, transfers or other documents executed and delivered at or after Closing, notwithstanding any rule of law, equity or statute to the contrary and such rules are hereby waived.

13.3 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and cancels and supersedes any prior understanding and agreements between the Parties with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties other than as expressly set forth in this Agreement.

13.4 Governing Law

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

13.5 Assignment and Enurement

This Agreement may not be assigned by a Party without the prior written consent of the other Party, which consent may not be unreasonably and arbitrarily withheld, provided however that at any time up to five (5) Business Days prior to Closing, on notice to Vendor (which notice shall contain a copy of the assignment agreement) Purchaser may assign its interest in this Agreement to a whollyowned Affiliate of Purchaser provided that the assigning Party shall remain liable for all of its obligations hereunder as though the Agreement had not been assigned and for the obligations of such assignee at Closing. 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.

13.6 Time of Essence

Time shall be of the essence in this Agreement.

13.7 Notices

Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and will be given by personal delivery, by registered mail or by electronic means of communication addressed to the recipient as follows:

Tuktu Resources Ltd 6th Ave SW Suite 960, 630- Calgary, Alberta T2P 0S8
Attention:	Sumir Saini VP Land and Business Development
Email:	[email protected]
[Vendor address redacted]

[Vendor contact redacted]

Any notice, communication or statement (a "notice") required, permitted or contemplated hereunder shall be in writing and shall be delivered as follows:

(a) by delivery to a Party between 8:00 a.m. and 4:00 p.m. on a Business Day at the address of such Party for notices, in which case the notice shall be deemed to have been received by that Party when it is delivered;
(b) by fax or email to a Party to the fax number or email address of such Party for notices, in which case, if the notice was faxed or emailed prior to 4:00 p.m. on a Business Day the notice shall be deemed to have been received by that Party when it was faxed or emailed and if it is faxed or emailed on a day which is not a Business Day or is faxed or emailed after 4:00 p.m. on a Business Day, it shall be deemed to have been received on the next following Business Day; or
(c) except in the event of an actual or threatened postal strike or other labour disruption that may affect mail service, by first class registered postage prepaid mail to a Party at the address of such Party for notices, in which case the notice shall be deemed to have been received by that Party on the fifth (5th) Business Day following the date of mailing.

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

13.8 Severability

If any provision of this Agreement is determined by any court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, that provision will be severed from this Agreement and the remaining provisions will continue in full force and effect and shall not in any way be affected or impaired.

13.9 Waiver

No waiver by any Party of any breach (whether actual or anticipated) of any of the terms, conditions, representations or warranties contained herein shall take effect or be binding upon that Party unless the waiver is expressed in writing under the authority of that Party. Any waiver so given shall extend only to the particular breach so waived and shall not limit or affect any rights with respect to any other or future breach.

13.10 Remedies Generally

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 other right or remedy in law or in equity or by statute or otherwise conferred.

13.11 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.

13.12 Limitations Act

Subject to any limitation period specifically prescribed in this Agreement, the Parties expressly agree, as is permitted by the Limitations Act, RSA 2000, Ch. L 12, to extend the two year time period provided for under section 3(1)(a) thereof, to a period of four years in respect of any adjustments or results of audits in accordance with Section 4.2(b).

13.13 Public Announcements

Prior to Closing, no Party shall release any information concerning this Agreement and the transactions herein provided for without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Nothing contained herein shall prevent a Party at any time from furnishing information to any Governmental Authority or to the public if required by Applicable Law, provided that the Parties shall advise each other in advance of any public statement which they propose to make.

13.14 Confidentiality Agreement

The Confidentiality Agreement is hereby incorporated into this Agreement by reference and forms a part hereof. Following Closing, the Confidentiality Agreement shall no longer apply to Purchaser in respect of information relating to the Assets but shall otherwise continue to apply with respect to any and all other information provided thereunder for the term thereof.

13.15 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.

13.16 Electronic Signatures

The Parties agree that all Specific Conveyances to be delivered and/or executed in connection with this Agreement and the transactions contemplated herein, except for records that create or transfer interests in land, guarantees, negotiable instruments, documents of title and such other documents excluded by section 7 of the Electronic Transactions Act (Alberta), as amended from time to time, (the "Conveyance Documents"), may be executed by use of electronic signatures (the "Electronic Signatures"). Prior to Closing, to the extent the Parties wish to use Electronic Signatures, the Parties shall exchange a listing of one another's individual representatives which listing shall include the subject individual's name, title and a sample Electronic Signature. The Electronic Signatures of the individuals set out in such listing and which appear on any Conveyance Documents shall be sufficient to cause such Conveyance Documents to be valid and binding obligations of the Party represented by such individual, without need for original signatures to appear thereon and shall be of the same legal effect, validity or enforceability as a manually executed signature. The Parties shall receive and use the Electronic Signatures solely for the purpose of embedding the same into the Conveyance Documents and for no other purpose whatsoever.

13.17 Counterpart Execution

This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, and by facsimile or other electronic means and all of which, taken together, will be deemed to constitute one and the same agreement.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as of the date first above written.

TUKTU RESOURCES LTD. [Vendor name redacted]

Per: (signed) "Sumir Saini" Per: (signed) Sumir Saini

[Vendor signatory redacted]

Vice President, Land & Business Development

Tuktu Resources Ltd.

SCHEDULE A TO PURCHASE AND SALE AGREEMENT DATED March 20, 2023 BETWEEN TUKTU RESOURCES LTD. AND [Vendor name redacted].

LAND SCHEDULE

[Land Schedule redacted]

SCHEDULE B TO PURCHASE AND SALE AGREEMENT DATED March 20, 2023 BETWEEN TUKTU RESOURCES LTD. AND [Vendor name redacted]

WELLS AND FACILITIES

FACILITIES

[Facilities redacted]

PIPELINES

[Pipelines redacted]

WELLS

[Wells redacted]

GENERAL CONVEYANCE

This Agreement made this day of , 2023,

BETWEEN:

TUKTU RESOURCES LTD. a corporation, having an office in Calgary, Alberta (hereinafter referred to as "Purchaser")

and -

[Vendor name redacted], a corporation, having an office in Calgary, Alberta (hereinafter referred to as "Vendor")

WHEREAS Vendor has agreed to sell and convey the Assets to Purchaser and Purchaser has agreed to purchase and receive the Assets from Vendor;

NOW THEREFORE for the consideration provided in the Purchase Agreement and 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. Definitions

In this General Conveyance including the premises hereto, "Purchase Agreement" means the agreement entitled "Purchase and Sale Agreement" dated March 20, 2023 and made between Vendor and Purchaser. In addition, the definitions provided for in the Purchase Agreement are adopted herein by this reference.

2. Conveyance

Pursuant to and for the consideration provided for in the Purchase Agreement, Vendor hereby sells, assigns, transfers, conveys and sets over to Purchaser the entire right, title, estate and interest of Vendor in and to the Assets, to have and to hold the same absolutely, together with all benefit and advantage to be derived therefrom.

3. Effective Time

Possession and beneficial ownership of the Assets shall pass from Vendor to Purchaser on the Closing Date. For all other purposes this General Conveyance shall be effective as of the Effective Time.

4. Subordinate Document

This General Conveyance is executed and delivered by the Parties hereto pursuant to the Purchase Agreement and the provisions of the Purchase Agreement shall prevail in the event of a conflict between the provisions of the Purchase Agreement and the provisions of this General Conveyance.

5. Enurement

This General Conveyance shall be binding upon and shall enure to the benefit of each of the Parties hereto and their respective trustees, receivers, receiver-managers, successors and permitted assigns.

6. Further Assurances

Each Party hereto will, from time to time and at all times hereafter, at the request of the other Party but without further consideration, do all such further acts and execute and deliver all such further documents as shall be reasonably required in order to fully perform and carry out the terms hereof.

Time of Essence

Time shall be of the essence in this General Conveyance.

Governing Law

This General Conveyance shall be construed in accordance with and governed by the laws of the Province of Alberta.

Counterpart Execution

This General Conveyance may be executed in counterpart and by facsimile and all such executed counterparts together shall constitute one agreement.

IN WITNESS WHEREOF the Parties hereto have executed this General Conveyance on the date first above written.

TUKTU RESOURCES LTD. [Vendor name redacted]

Per: Per:

[Vendor representative redacted]

Vice President, Land & Business Development

Tuktu Resources Ltd.

Sumir Saini

SCHEDULE D TO PURCHASE AND SALE AGREEMENT DATED MARCH 20, 2023 BETWEEN TUKTU RESOURCES LTD. AND [Vendor name redacted]

DISCLOSURE

AFE for the Overhaul Operation totaling \$166,378 details of which are provided in Schedule I.

SCHEDULE E TO A PURCHASE AND SALE AGREEMENT DATED MARCH 20, 2023 BETWEEN TUKTU RESOURCES LTD. AND [Vendor name redacted]

EXCLUDED ASSETS

1. Vendor's forecasts, interpretations, analyses, evaluations and estimates.
1. Deposits, letters of credit deposited with Governmental Authorities or service providers or other Persons.
1. All insurance policies, insurance proceeds and rights to insurance policies and proceeds.
1. Carbon offset credits generated in connection with the Assets prior to the Effective Time, whether serialized before or after such date.
1. All futures, swaps, options and other financial derivatives to which Vendor or any of its Affiliates is party,
1. Master road use agreements and similar arrangements that may now or in the future relate to roads serving properties in addition to the Assets, or which are otherwise not assignable,
1. Any proprietary policies, manuals and other confidential business or technical information not used exclusively in the operation of the Assets,
1. Tax and financial records and information, including tax returns and filings and related work papers and similar information, and accounting information, and
1. Files, documents, reports, data, software and intellectual property owner or licensed by Third Parties with restrictions that prohibit their deliverability or disclosure to Purchaser;

SCHEDULE F TO A PURCHASE AND SALE AGREEMENT DATED MARCH 20, 2023 BETWEEN TUKTU RESOURCES LTD. AND [Vendor name redacted]

ROFR ASSETS - N/A

SCHEDULE G TO A PURCHASE AND SALE AGREEMENT DATED MARCH 20, 2023 BETWEEN TUKTU RESOURCES LTD. AND [Vendor name redacted]

SEISMIC DATA – N/A

SCHEDULE H TO A PURCHASE AND SALE AGREEMENT DATED MARCH 20, 2023 BETWEEN TUKTU RESOURCES LTD. AND [Vendor name redacted]

STRIPPING OPERATION

[Stripping operation redacted]

SCHEDULE I TO A PURCHASE AND SALE AGREEMENT DATED MARCH 20, 2023 BETWEEN TUKTU RESOURCES LTD. AND [Vendor name redacted]

OVERHAUL OPERATION

AI assistant

Tuktu Resources Ltd. — M&A Activity 2023

44385_rns_2023-03-30_fa8734b7-67f8-42dd-b9c2-47bc3f33a88b.PDF