PURCHASE AND SALE AGREEMENT

BETWEEN

TUKTU RESOURCES LTD.

- and -

[VENDOR NAME REDACTED]

Dated: October 17, 2023

ARTICLE 1 INTERPRETATION

	ARTICLE 1 INTERPRETATION
1.1	Definitions .............................................................................................................................. 1
1.2	Interpretation ........................................................................................................................ 12
1.3	Interpretation If Final Closing Does Not Occur .................................................................... 13
1.4	Schedules ............................................................................................................................ 13
1.5	Knowledge or Awareness .................................................................................................... 13
	ARTICLE 2
	PURCHASE AND SALE
2.1	Purchase and Sale .............................................................................................................. 14
2.2	Purchase Price ..................................................................................................................... 14
2.3	Allocation of Base Price ....................................................................................................... 14
2.4	Deposit ................................................................................................................................. 15
2.5	Closing Escrow Amount ....................................................................................................... 15
2.6	GST ...................................................................................................................................... 16
2.7	Abandonment and Reclamation Obligations ....................................................................... 16
	ARTICLE 3
	CLOSING
3.1	Closing ................................................................................................................................. 17
3.2	Transfer and Possession of Assets ..................................................................................... 17
3.3	Deliveries at Escrow Closing ............................................................................................... 17
3.4	Delivery of Documents ......................................................................................................... 18
3.5	Specific Conveyances ......................................................................................................... 18
3.6	Included Seismic Data ......................................................................................................... 20
	ARTICLE 4
	CLOSING INTO ESCROW
4.1	Closing into Escrow ............................................................................................................. 21
	ARTICLE 5
	ADJUSTMENTS
5.1	Costs and Revenues to be Apportioned .............................................................................. 23
5.2	Adjustments to Account ....................................................................................................... 24
5.3	Settlement of Disputes ......................................................................................................... 26
5.4	Post-Closing Accounting ...................................................................................................... 26

ARTICLE 6 CONDITIONS OF ESCROW CLOSING

	ARTICLE 6 CONDITIONS OF ESCROW CLOSING
6.1	Purchaser’s Conditions ........................................................................................................ 26
6.2	Vendor’s Conditions ............................................................................................................. 27
6.3	Efforts to Fulfill Conditions Precedent ................................................................................. 28
6.4	Officer’s Certificates Generally ............................................................................................ 28

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ARTICLE 7 REPRESENTATIONS AND WARRANTIES

	ARTICLE 7 REPRESENTATIONS AND WARRANTIES
7.1	Representations and Warranties of Vendor ........................................................................ 28
7.2	Negation of Other Representations and Warranties ........................................................... 32
7.3	Acknowledgements .............................................................................................................. 33
7.4	Representations and Warranties of Purchaser ................................................................... 33
7.5	Survival ................................................................................................................................ 34
	ARTICLE 8
	INDEMNITIES FOR REPRESENTATIONS AND WARRANTIES
8.1	Vendor’s Indemnities for Representations and Warranties ................................................. 34
8.2	Purchaser’s Indemnities for Representations and Warranties ............................................ 35
8.3	Limitations ............................................................................................................................ 35
8.4	Limitations on Responsibility ............................................................................................... 35
8.5	Assumption .......................................................................................................................... 36
8.6	Environmental Matters and Abandonment and Reclamation Obligations .......................... 36
8.7	Indemnification Procedure – Third Party Claims ................................................................. 37
8.8	Allocation of Indemnity Payments ....................................................................................... 38

ARTICLE 9 DUE DILIGENCE REVIEW

	ARTICLE 9 DUE DILIGENCE REVIEW
9.1	Purchaser’s Review ............................................................................................................. 38
9.2	Securities Act Disclosure ..................................................................................................... 38
9.3	Production of Documents and Access ................................................................................ 39
9.4	No Adjustments.................................................................................................................... 41

ARTICLE 10 RIGHTS OF FIRST REFUSAL

10.1 Rights of First Refusal ......................................................................................................... 41

ARTICLE 11 MAINTENANCE OF BUSINESS

	ARTICLE 11 MAINTENANCE OF BUSINESS
11.1	Operations ........................................................................................................................... 41
11.2	Administration of Assets ...................................................................................................... 41
11.3	Material Commitments ......................................................................................................... 42
11.4	Post-Closing Maintenance of Assets ................................................................................... 43
11.5	Indemnity ............................................................................................................................. 43
11.6	Payment for Invoices after Final Closing ............................................................................. 44
11.7	Net Billing ............................................................................................................................. 44
11.8	Indication of Ownership/Operatorship ................................................................................. 44
11.9	Costs .................................................................................................................................... 44

ARTICLE 12

DEFICIENT PIPELINE RECORDS

12.1 Rectification and Costs ........................................................................................................ 44

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ARTICLE 13 INDEPENDENT CONTRACTS

13.1 Independent Contractor: ...................................................................................................... 45

ARTICLE 14 GENERAL

	ARTICLE 14 GENERAL
14.1	Further Assurances ............................................................................................................. 45
14.2	No Merger ............................................................................................................................ 45
14.3	Entire Agreement ................................................................................................................. 46
14.4	Governing Law ..................................................................................................................... 46
14.5	Assignment and Enurement ................................................................................................ 46
14.6	Time of Essence .................................................................................................................. 46
14.7	Notices ................................................................................................................................. 46
14.8	Severability .......................................................................................................................... 47
14.9	Waiver .................................................................................................................................. 47
14.10	Remedies Generally ............................................................................................................ 47
14.11	Amendment .......................................................................................................................... 48
14.12	Limitations Act ...................................................................................................................... 48
14.13	Public Announcements ........................................................................................................ 48
14.14	Confidentiality Agreement.................................................................................................... 48
14.15	Subrogation .......................................................................................................................... 48
14.16	Electronic Signatures ........................................................................................................... 48
14.17	Counterpart Execution ......................................................................................................... 49

( iii )

PURCHASE AND SALE AGREEMENT

THIS AGREEMENT made as of October 17, 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 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, 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; and
(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;

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(b) “ Accounting Firm ” means a nationally or internationally recognized firm of chartered accountants as may be mutually agreed by the Parties, acting reasonably;
(c) “ AER ” means the Alberta Energy Regulator;
(d) “ 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;
(e) “ 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;
(f) “ this Agreement ”, “ herein ”, “ hereto ”, “ hereof ” and similar expressions refer to this Purchase and Sale Agreement;
(g) “ 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;
(h) “ Asset 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;
(i) “ Assets ” means 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 Alberta Ministry of Energy and Minerals refers to as a Business Association Code;
(k) “ Base Price ” has the meaning specified in Section 2.2(a);
(l) “ Business Day ” means any day other than a Saturday, Sunday or statutory holiday in the Province of Alberta;
(m) “ Casualty Loss ” has the meaning specified in Section 4.1(f).
(n) “ 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;
(o) “ Closing Escrow Agreement ” means the closing escrow agreement in the form attached as Schedule I;
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(p) " Closing Escrow Amount " has the meaning specified in Section 2.5;
(q) “ Closing Joint Instruction ” has the meaning specified in the Closing Escrow Agreement;
(r) “ Competition Act ” means the Competition Act , RSC, 1985 c. C-34 (Canada);
(s) “ Confidentiality Agreement ” means the confidentiality agreement executed by Vendor and Purchaser dated April 18, 2023;
(t) “ Consequential Losses ” 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 Party or its Affiliate to a Third Party in respect of Losses, of any type or nature, suffered by such Third Party;
(u) “ Deductible ” has the meaning specified in Section 8.4(b);
(v) “ Deficiencies Notice ” has the meaning specified in Section 12.1(a);
(w) “ Deficient Pipeline Records ” means Pipeline Records that are not in compliance with AER Bulletin 2015-34 Confirmation of the Transfer of Pipeline Records to Be Added to the Licence Transfer Application, CSA Z662 Oil and Gas Pipeline Systems, and Part 4 of the Pipeline Rules;
(x) “ Deposit ” has the meaning specified in Section 2.4(a);
(y) “ Directive 067 ” means Eligibility Requirements for Acquiring and Holding Energy Licences and Approvals as published and amended from time to time by the AER;
(z) “ Effective Time ” means 8:00 a.m. (Calgary time) on May 1, 2023;
(aa)
“ Electronic Signatures ” has the meaning specified in Section 14.16;
(bb) “ Electronic Signatures Agreement ” means the form of document attached as Schedule J;
(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
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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 Final Closing Date 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) “ Escrow Agent ” means Odyssey Trust Company;
(gg) “ Escrow Closing ” means the execution and delivery by the Parties to the Escrow Agent of the documents as outlined in Article 3, the submission of LTAs as outlined in Article 3 and the payment by Purchaser of the Purchase Price to the Escrow Agent, all as contemplated by this Agreement;
(hh)
“ Escrow Closing Date ” means 10:00 a.m., Calgary time, on the later of:
(i) the fifth (5[th] ) full Business Day following satisfaction of all conditions precedent; and
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(ii) such other date as may be agreed upon by both Parties in writing (if any);
(ii) “ Escrow Closing Statement of Adjustments ” has the meaning specified in Section 5.2(a);
(jj) “ Escrow Condition ” means that the AER has approved the transfer of all LTAs submitted under Section 3.5(h), including a conditional approval subject to requirement for a deposit (if less than the Regulatory Security Threshold) or subject to any other requirements or conditions (if, where applicable, the cumulative deemed value of such requirements or conditions is less than the Regulatory Security Threshold) and that the requirements or conditions have been met by, or on behalf of, Purchaser and that the AER has subsequently completed all LTA transfers related to the Assets from Vendor to Purchaser;
(kk) “ Escrow Deadline ” means 5:00 p.m. on the one hundred and eightieth (180[th] ) day following the Escrow Closing Date, or such other time and date as may be mutually agreed upon in writing by the Parties;
(ll) “ Excluded Assets ” means those assets described in Schedule E;
(mm) “ Facilities ” means the facilities set out in Schedule B;
(nn) “ Final Closing ” means the transfer of the Assets, the release of both the escrowed conveyance documents and the escrowed closing consideration by the Escrow Agent, all as contemplated by this Agreement and the Closing Escrow Agreement; and completion of other matters incidental thereto as provided for herein;
(oo) “ Final Closing Date ” means 4:00 pm Calgary time, on the day on which the Closing Joint Instruction has been executed by both Vendor and Purchaser and delivered to the Escrow Agent following the satisfaction of the Escrow Condition;
(pp) “ Final Closing Statement of Adjustments ” has the meaning specified in Section 5.2(b);
(qq) “ Final Statement of Adjustments ” has the meaning specified in Section 5.2(c);
(rr) “ General Conveyance ” means the general conveyance in the form attached as Schedule C;
(ss) “ 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;
(tt) “ GST ” means the goods and services tax payable pursuant to the GST Legislation;
(uu) “ GST Legislation ” means the Excise Tax Act , 1985 R.S.C., c. E-15, as amended, and the regulations thereunder;
(vv) “ 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;
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(ww) “ Independent Contractors ” has the meaning specified in Section 13.1(a);
(xx) “ Indemnified Party ” has the meaning specified in Section 8.7;
(yy) “ Indemnifying Party ” has the meaning specified in Section 8.7;
(zz) “ Interim Period ” means the period from and including the Effective Time up to but not including the Final Closing Date;
(aaa) “ Lands ” means Vendor’s entire interest in and to those lands within 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;
(bbb) “ 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;
(ccc) “ 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;
(ddd) “ 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 Losses;
(eee) “ LTA ” has the meaning specified in Section 3.5(h);
(fff) “ Miscellaneous Interests ” means, subject to any and all limitations and exclusions provided for in this definition, Vendor’s entire right, title, estate and interest (whether contingent, legal or beneficial) in and to 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 entire right, title, estate and interest (whether contingent, legal or beneficial) in and to any and all of the following:
(i) all 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 and Pipeline Records. 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 Purchaser's sole costs and expense,
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(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 Seismic Rights,
(iv) the Permits,
(v) the Wells, including the well bores and casing thereof, and
(vi) 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
(vii) proceeds of property damage insurance in respect of events occurring between the Effective Time and the Final 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: (A) pertain to Vendor’s proprietary technology, interpretations or economic evaluations; (B) are an Excluded Asset; (C) are referred to specifically as exclusions in a schedule hereto; or (D) pertain to records required to be maintained under Applicable Law;

(ggg) “ Money Laundering Laws ” has the meaning specified in Section 7.1(r);
(hhh) " Net Revenue " means the positive or negative adjustment calculated pursuant to the provisions set out in Section 5.1;
(iii) “ Parties ” means the parties to this Agreement and “ Party ” means any one of them;
(jjj) “ Partner 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) owned by Vendor jointly with one or more Third Parties, to the extent such seismic data pertains, in whole or in part, to the Lands, including as set out in Schedule G;
(kkk) “ 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;
(lll) “ 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 Final Closing Date,
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(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 Final 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; and,
(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;
(mmm) “ Person ” means any individual, body corporate, partnership (limited or general), trust, trustee, executor or similar official, Governmental Authority or other entity;
(nnn) “ Petroleum and Natural Gas Rights ” means Vendor’s entire right, title, estate and interest (whether contingent, legal or beneficial) in:
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(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;

(ooo) “ 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;
(ppp) “ Pipeline Records ” means pipeline records in respect of the AER Bulletin 2015-34 Confirmation of the Transfer of Pipeline Records to Be Added to the Licence Transfer Application, CSA Z662 Oil and Gas Pipeline Systems, and Part 4 of the Pipeline Rules;
(qqq) " Post-Escrow Closing Interest " has the meaning specified in Section 2.2(c);
(rrr) " Pre-Escrow Closing Interest " has the meaning specified in Section 2.2(b);
(sss) “ 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;
(ttt) “ 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;
(uuu) “ Proprietary 100% 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) wholly-owned by Vendor, to the extent that such seismic data pertains, in whole or in part, to the Lands, including as set out in Schedule G;
(vvv) “ Purchase Price ” has the meaning specified in Section 2.2;
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(www) “ Rectification Plan ” has the meaning specified in Section 12.1(b);
(xxx) “ Regulatory Security Threshold ” means $ [amount redacted] ;
(yyy) “ 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;
(zzz) “ 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;

(aaaa) “ ROFR Assets ” means the Assets that are set out in Schedule F;

(bbbb) “ Security Interest ” means a pledge, lien, charge, mortgage, assignment by way of security, conditional sale, title retention arrangement or other security interest;
(cccc) “ Seismic Rights ” means Vendor’s entire right, title and interest in and to the Proprietary 100% Seismic Data and the Partner Seismic Data and the right of Purchaser to purchase Vendor’s portion of the Partner Seismic Data at no cost to Purchaser;
(dddd) “ 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;
(eeee) “ Surface Rights ” means all rights to enter upon, use or occupy the surface of 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;
(ffff) “ 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 payments 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;
(gggg) “ Tangibles ” means Vendor’s entire right, title, estate and interest (whether contingent, legal or beneficial) in and to the Facilities and 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, 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;
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(hhhh) “ Termination Joint Instruction ” has the meaning specified in the Closing Escrow Agreement;
(iiii) “ 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;
(jjjj) “ Third Party Claim ” has the meaning specified in Section 8.7;
(kkkk) “ 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);

(llll) “ 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(llll)(iv), including those set out in Schedule A;
(mmmm) “ Vendor Default ” has the meaning specified in Section 8.4(a); and
(nnnn) “ Wells ” means Vendor’s entire right, title, estate and interest (whether contingent, legal or beneficial) in and to 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 as described and set forth in Schedule B.
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1.2 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) all dollar amounts referred to in this Agreement are in Canadian dollars, unless otherwise indicated herein;
(k) payments are to be made in Canadian dollars, in immediately available funds;
(l) unless otherwise indicated, references to the time of day or date mean the local time or date in Calgary, Alberta;
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(m) 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
(n) 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.

1.3 Interpretation If Final Closing Does Not Occur

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

1.4 Schedules

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

Schedule A	-	Lands
Schedule B	-	Wells and Facilities
Schedule C	-	General Conveyance
Schedule D	-	Disclosure
Schedule E	-	Excluded Assets
Schedule F	-	ROFR Assets
Schedule G	-	Proprietary 100% Seismic Data and Partner Seismic Data
Schedule H	-	Form of Officer’s Certificate
Schedule I	-	Closing Escrow Agreement
Schedule J	-	Form of Electronic Signature Agreement
Schedule K	-	Interest Rate Calculation

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.

1.5 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

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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) Three Million Dollars ($3,000,000) (the “ Base Price ”); plus
(b) interest accrued on the Base Price from the Effective Time to the Escrow Closing Date calculated in accordance with Schedule K (the " Pre-Escrow Closing Interest "); plus
(c) interest accrued on the Base Price less the Deposit from the Escrow Closing Date to the Final Closing Date calculated in accordance with Schedule K (the " Post-Escrow Closing Interest "); plus or minus (as applicable)
(d) adjustments made pursuant to the terms of this Agreement,

(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: To Tangibles: To Miscellaneous Interests and Seismic Rights: TOTAL	$2,400,000 $599,990 $10.00
	$3,000,000

(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 Section 2.3(a).
(c) The Parties agree and confirm that any adjustments made pursuant to Section 5.1 and Section 5.2 shall be a dollar-for-dollar increase or decrease, as applicable, to the Purchase Price and such adjustment shall be allocated to the Petroleum and Natural Gas Rights.
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2.4 Deposit

(a) Concurrent with the execution hereof, Purchaser shall pay an amount equal to One Hundred and Fifty Thousand Dollars ($150,000) (the “ Deposit ”) to the Escrow Agent in trust, as a deposit against the payment of the Purchase Price.
(b)
If Escrow Closing does not occur and this Agreement is terminated:
(i) by Vendor due to the failure by Purchaser to satisfy any of the conditions set out in Section 6.2 on or prior to the Escrow Closing Date, except if such failure is due solely to Purchaser's inability to satisfy the financing condition set out in Section 6.1(h), the Deposit and all interest accrued thereon shall be forfeited to Vendor for its own account absolutely as a genuine pre-estimate by Vendor and Purchaser of Vendor’s liquidated damages (and not as penalty) and as Vendor’s sole remedy, as a result of Escrow Closing not occurring; or
(ii) for any reason other than as contemplated in Section 2.4(b)(i) the Deposit and all interest accrued thereon shall be returned to Purchaser by the Escrow Agent.
(c) If Final Closing occurs, the Deposit shall be applied to the payment of the Purchase Price and all interest accrued thereon shall be paid to Vendor without adjustment to the Purchase Price.
(d) If Escrow Closing has occurred and Final Closing does not occur and this Agreement is terminated:
(i) by Vendor due to the failure by Purchaser to make a deposit with the AER by the deadline set by the AER, provided that such required deposit does not exceed the Regulatory Security Threshold, the Deposit and all interest accrued thereon shall be forfeited to Vendor for its own account absolutely as a genuine pre-estimate by Vendor and Purchaser of Vendor’s liquidated damages (and not as penalty) and as Vendor’s sole remedy, as a result of Final Closing not occurring; or
(ii) for any reason other than as contemplated in Section 2.4(d)(i) the Deposit and all interest accrued thereon shall be returned to Purchaser by the Escrow Agent.

2.5 Closing Escrow Amount

At Escrow Closing, Purchaser shall deliver to the Closing Escrow Agent the aggregate of:

(a) the Base Price; minus
(b) the Deposit; plus
(c) the GST payable pursuant to Section 2.6; plus
(d) the Pre-Escrow Closing Interest; plus or minus (as applicable)
(e) the net amount calculated pursuant to Section 5.2(a),
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(in aggregate, the " Closing Escrow Amount ") by way of wire transfer to an account designated by the Escrow Agent not later than two (2) Business Days prior to the Escrow Closing Date.

2.6 GST

The Purchase Price does not include GST. At Escrow Closing, Purchaser shall pay to the Escrow Agent 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. If Final Closing occurs, 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 - [Vendor GST registration number redacted] Purchaser - 14007 8833 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 Final 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.
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ARTICLE 3 CLOSING

3.1 Closing

Unless otherwise agreed to in writing by the Parties, Escrow Closing shall take place on the Escrow Closing Date by electronic exchange of documents. Final Closing shall take place in accordance with Article 3 on the Final Closing Date, and unless otherwise mutually agreed by electronic exchange of documents.

3.2 Transfer and Possession of Assets

The assumption of the benefits, obligations and risks associated with the Assets by Purchaser will be effective as of the Effective Time. As between the Parties, possession of the Assets will not pass to Purchaser until the Final Closing Date.

3.3 Deliveries at Escrow Closing

(a) At Escrow Closing, Vendor shall execute and deliver the following to the Escrow Agent (in each case, where applicable, duly executed by Vendor):
(i) the General Conveyance;
(ii) subject to Section 3.4, the available Title and Operating Documents;
(iii) the Electronic Signatures Agreement, if applicable, and if not otherwise executed and delivered prior to Escrow Closing;
(iv) copies of all consents to disposition obtained by Vendor prior to Escrow Closing with respect to the sale of the Assets to Purchaser;
(v) the releases and registerable discharges or no interest letters referred to in Section 6.1(f);
(vi) the Closing Escrow Agreement; and
(vii) such other items as may be specifically required hereunder to be delivered at Escrow Closing, or as may be reasonably requested by Purchaser.
(b) At Escrow Closing, Vendor shall execute and deliver the following to Purchaser (in each case, where applicable, duly executed by Vendor):
(i) Vendor’s officer’s certificate in the form set forth in Schedule H and described in Section 6.1; and
(ii) such other items as may be specifically required hereunder to be delivered at Escrow Closing, or as may be reasonably requested by Purchaser.
(c) At Escrow Closing, Purchaser shall, as applicable, deliver or cause to be delivered or execute and deliver, or cause to be executed and delivered, the following to the Escrow Agent (in each case, where applicable, duly executed by Purchaser):
(i) the Closing Escrow Amount;
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(ii) the General Conveyance;
(iii) the Electronic Signatures Agreement, if applicable;
(iv) the Closing Escrow Agreement; and
(v) such other items as may be specifically required hereunder to be delivered at Escrow Closing.
(d) At Escrow Closing, Purchaser shall execute and deliver the following to Vendor (in each case, where applicable, duly executed by Purchaser):
(i) Purchaser’s officer’s certificate in the form set forth in Schedule H and described in Section 6.2; and
(ii) such other items as may be specifically required hereunder to be delivered at Escrow Closing.
(e) Each of Vendor and Purchaser shall execute all documents requiring execution by it and deliver such documents to the Escrow Agent or to the other Party, as applicable, at Escrow Closing.

3.4 Delivery of Documents

To the extent that Vendor is not reasonably able to deliver the Title and Operating Documents to the Escrow Agent at Escrow Closing, Vendor shall, as soon as is practicable after Escrow Closing, deliver to Purchaser the Title and Operating Documents which it has in its possession, provided that Vendor may retain a photocopy of all such Title and Operating Documents.

3.5 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 required to convey the Assets to Purchaser prior to the Final Closing Date and the Specific Conveyances shall be executed at Final Closing by Vendor. None of the Specific Conveyances will confer or impose upon a Party any greater right or obligation than contemplated in this Agreement. After Final Closing, Vendor shall cooperate with Purchaser and provide all assistance reasonably requested by Purchaser to secure execution of Specific Conveyances by the parties thereto other than Vendor and Purchaser, request all postclosing consents required to permit the conveyance of the Assets to Purchaser and request replacement of any Title and Operating Document with a new document that is only applicable to the Assets if required.
(b) Notwithstanding any required ROFR consents or any other required Third Party consents, it shall not be necessary for Vendor to obtain prior to Escrow Closing or Final Closing, the consent of any Third Party to the disposition of the Assets or portion thereof under a Title and Operating Document. Unless otherwise agreed to by Vendor, it shall not be a condition of any consent that Vendor agree to assume or incur any obligation, or to provide any representation or warranty, beyond that contained in this Agreement.
(c) To the extent it is permissible under Applicable Law and the Parties consider it advantageous to do so, the Parties shall execute Specific Conveyances electronically in accordance with the provisions of an Electronic Signature Agreement in the form
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attached as Schedule J. The Parties agree that they may execute and deliver the Electronic Signature Agreement prior to Escrow Closing.

(d) To the extent that Purchaser is required to execute any Specific Conveyances, it shall do so promptly after the delivery of such Specific Conveyances by Vendor to Purchaser hereunder on the Final Closing Date.
(e) Upon receipt of any Specific Conveyances duly executed by Vendor, Purchaser shall use all reasonable efforts to become, as soon as reasonably practicable, the recognized and beneficial holder of the Assets subject to such Specific Conveyances in the place and stead of Vendor (or its Affiliates or any predecessor in interest), and in that respect:
(i) in the case of any Specific Conveyances that require execution by Third Parties, promptly after Final Closing or the delivery of such Specific Conveyances after Final Closing, as the case may be, and, if necessary, the execution of such Specific Conveyances by Purchaser, Vendor shall cooperate with Purchaser and provide all commercially reasonable assistance that Purchaser may reasonably request in connection with Purchaser’s procurement of the execution of such Specific Conveyances by the parties thereto other than Vendor and Purchaser; and
(ii) in the case of any Specific Conveyances that do not require execution by Third Parties, Vendor shall deliver such Specific Conveyances to the appropriate recipients thereof promptly after Final Closing or after the delivery of such Specific Conveyances after Final Closing, as the case may be, and, if necessary, execution by Purchaser, including the registration with the appropriate Governmental Authorities of any such Specific Conveyances that require registration.
(f) Purchaser shall bear all costs, fees and deposits of every nature and kind incurred (whether by Vendor or Purchaser) in distributing and registering any Specific Conveyances and registering any further assurances or security required of Purchaser to convey the Assets to Purchaser and to have Purchaser recognized as the holder thereof; and Vendor, acting reasonably, may include an amount in respect thereof in the Escrow Closing Statement of Adjustments or the Final Closing Statement of Adjustments to the extent it anticipates that it will incur any such costs, fees or deposits or in the Final Statement of Adjustments, as applicable.
(g) Purchaser shall ensure that it meets the qualification requirements as specified in Section 7.4(h) in relation to completing the transfer of any Permits or Crown lease transfers as contemplated in this Agreement and to consummate the transaction contemplated by this Agreement.
(h) Notwithstanding anything to the contrary contained in this Section 3.5, in the case of any Specific Conveyances that are transfers of Permits which must be filed electronically in accordance with the AER Directive 088: Licensee Life-Cycle Management using the AER Digital Data Submission Transfer Licence Transfer Application system (collectively each a “ LTA ”), Vendor shall prepare drafts of the LTA (saved, but not submitted) and provide same to Purchaser no later than five (5) Business Days prior to the Escrow Closing Date. Purchaser shall review same and provide any requested changes no later than three (3) Business Days prior to the Escrow Closing Date.
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(i) Vendor shall electronically submit the LTAs to the AER no later than the Business Day following the Escrow Closing Date and Purchaser shall, within one (1) Business Day thereof, electronically ratify and accept the LTAs.
(j) The Parties shall cooperate to duly complete or to correct any incomplete or inaccurate LTA as soon as practicable and, thereafter, Vendor shall promptly re-submit such LTA and Purchaser shall accept such LTA from Vendor immediately without delay.
(k) If, for any reason, the AER or any other Governmental Authority requires Purchaser to provide any undertakings, information or other documentation or to take any action as a condition of or a prerequisite for the approval of the transfer of any LTA or the transfer or assignment of any of the Assets to Purchaser, immediately after receiving notice of such requirements and at its sole cost, Purchaser shall notify Vendor of such requests and provide such undertakings, information or other documentation and take such action, as the case may be.
(l) If Purchaser is required to make a deposit with the AER or any other Governmental Authority, Purchaser shall make such deposit within five (5) Business Days prior to the deadline specified by the AER, and promptly give written notice to Vendor of such requirement, including all relevant details received by Purchaser in relation to same, provided that Purchaser shall not be required to make a deposit with the AER or other Governmental Authority in the event the aggregate deposit exceeds the Regulatory Security Threshold.
(m) If Purchaser fails to make a deposit with the AER pursuant to Section 3.5(l) at least three (3) Business Days prior to the deadline specified by the AER, and the aggregate required deposit does not exceed the Regulatory Security Threshold, then Vendor shall have the right, but not the obligation, to make such deposit on behalf of Purchaser and Purchaser acknowledges and agrees that Vendor shall be Purchaser's agent with full power and authority to make such deposit for and on behalf of Purchaser. Purchaser shall reimburse Vendor for the amount of any such deposit made by Vendor and pay interest on the amount of such deposit at an annual rate equal to the Prime Rate plus five (5%) percent from the date on which Vendor paid the deposit to the date on which the reimbursement for such deposit and the corresponding interest is made in full. In addition to all other rights that may be available to Vendor for the collection of such amounts from Purchaser, Vendor shall have the right to set-off the amount of any such deposit or adjust for such amounts in accordance with the adjustment mechanism contemplated by Article 5, including interest as provided in this Section 3.5(m), against any monies payable by Vendor to Purchaser pursuant to this Agreement. To the extent Applicable Law restricts the ability of Vendor to pay any deposit required under this Section 3.5(m) directly to the AER, Vendor and Purchaser covenant and agree to cooperate and use commercially reasonable efforts to facilitate the payment of such deposit by Vendor, for and on behalf of Purchaser, to the AER in accordance with the terms hereof.

3.6 Included Seismic Data

(a) Within ten (10) Business Days after Final Closing or any other day as Vendor and Purchaser may agree, Vendor shall provide all Proprietary 100% Seismic Data and, subject to Section 3.6(b) all Partner Seismic Data to Purchaser.
(b) For Partner Seismic Data:
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(i) Purchaser acknowledges that certain Partner Seismic Data may be nontransferable, may be subject to consents of Third Party partner(s) that own an interest therein and that Vendor is required to obtain in order to transfer such data to Purchaser, or may be subject to transfer restrictions which are unacceptable to Purchaser. Accordingly, Purchaser acknowledges that certain Partner Seismic Data may not be available to it and agrees that no adjustment will be made to the Purchase Price as a result of any Partner Seismic Data not being available to Purchaser. Any obligations of Vendor to transfer any interests in, and to deliver or cause delivery of, Partner Seismic Data hereunder shall be subject to the transferability of such data, any required partner consents, Purchaser’s agreement to any applicable transfer conditions, and Purchaser’s payment of any transfer fees due to the partner(s).
(ii) Any and all transfer fees due to Third Party partners will be for Purchaser’s account. Vendor will waive its entitlement to payment of its share of any transfer fees payable for Partner Seismic Data.

ARTICLE 4 CLOSING INTO ESCROW

4.1 Closing into Escrow

The Parties confirm, acknowledge and agree that:

(a) The sale of the Assets by Vendor to Purchaser in accordance with the terms of this Agreement shall be closed in escrow, whereby fully executed copies of all documents reasonably necessary to convey the Assets to Purchaser, including those set forth in Section 3.3, Section 3.5 and Article 6, and the Closing Escrow Amount shall on the Escrow Closing Date, be delivered or paid, as the case may be, to the Escrow Agent, to be held in trust in accordance with the Closing Escrow Agreement.
(b) If Escrow Closing has occurred and the Escrow Condition is satisfied on or before the Escrow Deadline, then notwithstanding any event or circumstance between the Escrow Closing Date and the date the Escrow Condition is satisfied that would render a representation or warranty made by Vendor in Section 7.1 or Purchaser in Section 7.4, as incorrect or untrue or that would result in a condition set forth in Article 6 not being satisfied, Purchaser shall make such deposits and provide such undertakings, information or other documentation and take such action as required in accordance with Section 3.5(k) and Section 3.5(l), and each Party shall, no later than two (2) Business Days after the AER has approved all LTAs submitted under Section 3.5(h) unconditionally, sign and deliver a Closing Joint Instruction to the Escrow Agent, in which event Final Closing shall be deemed to have occurred and the Escrow Agent shall release the documents and all remaining funds held in accordance with the Closing Escrow Agreement and the Closing Joint Instruction.
(c) If Escrow Closing has occurred and the Escrow Condition is not satisfied on or before the Escrow Deadline, Final Closing shall be deemed not to have been completed and each Party shall immediately thereafter sign and deliver a Termination Joint Instruction to the Escrow Agent, in which event:
(i) this Agreement shall terminate;
(ii) Vendor and Purchaser shall jointly cancel the pending LTAs;
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(iii) the Escrow Agent shall destroy the documents held in escrow and delivered to the Escrow Agent pursuant to the Closing Escrow Agreement and return the Closing Escrow Amount and any interest earned thereon to Purchaser;
(iv) the Deposit shall be released in accordance with Section 2.4 hereof; and
(v) each Party will bear its respective costs incurred by it prior to such termination.
(d) If the Escrow Condition is satisfied on or before the Escrow Deadline, but Purchaser fails to pay the deposit requested by the AER by the deadline for such payment, provided that: (A) Vendor does not elect to fund the payment of such deposit in accordance with Section 3.5(m); and (B) the requested deposit does not exceed the Regulatory Security Threshold, Final Closing shall be deemed not to have been completed, and each Party shall immediately thereafter sign and deliver a Termination Joint Instruction to the Escrow Agent, in which event:
(i) this Agreement shall terminate;
(ii) Vendor and Purchaser shall jointly cancel the pending LTA;
(iii) the Escrow Agent shall destroy the documents held in escrow and delivered to the Escrow Agent pursuant to the Closing Escrow Agreement and return the Closing Escrow Amount and any interest earned thereon to Purchaser;
(iv) the Deposit shall be released in accordance with Section 2.4 hereof; and
(v) each Party will bear its respective costs incurred by it prior to such termination.
(e) The Escrow Agent’s fees for acting in its capacity as Escrow Agent shall be payable by Vendor.
(f) If, subsequent to the Effective Time and prior to Final Closing, all or any portion of the Assets are damaged or destroyed by fire or other casualty (collectively, “ Casual Loss ”), Vendor shall promptly notify Purchaser and provide to Purchaser reasonable particulars of the Casualty Loss and, without limiting Purchaser’s rights under Section 6.1 prior and up to the Escrow closing Date, if Final Closing occurs, Purchaser shall purchase the affected Assets at Final Closing, pay to Purchaser all sums paid to Vendor prior to Final Closing by Third Parties by reason of the Casualty Loss, and shall assign, transfer, and set over unto Purchaser all of the right, title and interest of Vendor in and to any unpaid awards or other payments from Third Parties arising out of the Casualty Loss. Vendor shall use commercially reasonable efforts to recover and, following Final Closing, to assist Purchaser in recovering, all sums potentially recoverable from Third Parties by reason of the Casualty Loss. Notwithstanding the foregoing, this Section 4.1(f) shall only apply to the extent such portion of the Assets so damaged or destroyed have not been remedied or repaired at or prior to Final Closing, through means of insurance proceeds or otherwise.
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ARTICLE 5 ADJUSTMENTS

5.1 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 5 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 Final 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: (A) where Vendor is the operator of any of the Assets, third party overhead recoveries and operator’s fees, which shall be representative of any such operator’s fees previously included in the historical lease operating statements as provided, associated with the Assets for all periods after the Effective Time with such amounts received or receivable in respect of the month in which Final Closing occurs apportioned between Vendor and Purchaser on a per diem basis as of the Final Closing Date; and (B) any operating cost advances, authorities for expenditure, 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;
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(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 Effective Time) do not comprise part of the Assets and shall be for the sole benefit and the account of Vendor; and
(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.
(b) Subject to the foregoing provisions of this Section 5.1, 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 Escrow Closing Statement of Adjustments, the Final Closing 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, which shall be representative of any such operating expenses previously included in the historical lease operating statements as provided in the VDR, for the Interim Period; minus
(iii) those capital expenses for which Purchaser is responsible for the Interim Period in accordance with this Section 5.1.

Vendor shall report all Net Revenue and for greater certainty shall be responsible for remitting to the Canada Revenue Agency all income tax which accrues, is paid or becomes payable in respect of the Net Revenue during the Interim Period. Vendor shall be entitled to a dollar-for-dollar adjustment in respect of that amount of income tax calculated to accrue, be paid or become in respect of the net operating income generated by the Assets (calculated as gross revenue less royalties, operating expenses and transportation costs) as determined in a manner consistent with Vendor’s historical lease operating statements at an effective rate of twelve (12%) percent.

5.2 Adjustments to Account

(a) An interim accounting of the adjustments pursuant to Section 5.1 for the period between the Effective Time and the Escrow Closing Date (the “ Escrow Closing Statement of Adjustments ”) shall be made at Escrow Closing, based on Vendor’s good faith estimates. Included in the Escrow Closing Statement of Adjustments shall be an advance credit for two (2) months of estimated after-tax net operating income to be mutually agreed upon by Purchaser and Vendor (calculated as gross revenue less royalties, operating expenses and transportation costs) as determined in accordance with Vendor's historical lease operating statements at an effective rate of twelve (12%) percent. Vendor shall provide the Escrow Closing Statement of Adjustments setting forth the adjustments to be made at Escrow Closing not later than three (3) Business
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Days prior to Escrow Closing and shall assist Purchaser in verifying the amounts set forth in such statement.

(b) An interim accounting of the adjustments pursuant to Section 5.1 for the period between the Effective Time and the Final Closing Date (the “ Final Closing Statement of Adjustments ”) shall be made within fourteen (14) days following the Final Closing Date, based on Vendor’s good faith estimates. Vendor shall provide the Final Closing Statement of Adjustments to Purchaser and shall assist Purchaser in verifying the amounts set forth in such statement. Payments required to be made pursuant to the Final Closing Statement of Adjustments shall be payable within thirty (30) days of the Final Closing Date and shall be net of adjustments already paid or accounted for pursuant to the Escrow Closing Statement of Adjustments. Post-Closing Escrow Interest payable by Purchaser to Vendor shall be accounted for on the Final Closing Statement of Adjustments and paid pursuant herewith.
(c) A further accounting of the adjustments pursuant to Section 5.1 for the period from the Effective Time to the Final Closing Date shall be conducted within six (6) months following completion of the Final Closing Date (“ 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 Final Closing unless such adjustment has been specifically requested, by written notice, within such period. All adjustments after Final 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 5.3.
(d) Notwithstanding Section 5.2(a), further adjustments on the basis indicated in this Article 5 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 Final 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 Final Closing Date or such later date as may be prescribed by the regulations governing such matters.
(e) During the one (1) year period following the Final 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 5. 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.
(f) All adjustments provided for in this Article 5 shall be adjustments to the Base Price and allocated to Petroleum and Natural Gas Rights. An adjustment payable by a Party after Final Closing pursuant to this Section 5.2 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
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plus one (1%) percent 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.

5.3 Settlement of Disputes

Either Party may, following Final Closing, refer a dispute between the Parties respecting the requirement for or the amount of an adjustment pursuant to the provisions of this Article 5 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.

5.4 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 6 CONDITIONS OF ESCROW CLOSING

6.1 Purchaser’s Conditions

The obligation of Purchaser to purchase the Assets pursuant hereto is subject to the satisfaction at or prior to the Escrow 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 as of the date hereof and as of the Escrow 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 Escrow Closing;
(b) Obligations: All obligations of Vendor contained in this Agreement to be performed prior to or at Escrow 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 Escrow 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;
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(d) No Damages: During the period between the date hereof and the Escrow Closing Date 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: At Escrow Closing, Vendor shall have delivered to the Escrow Agent the executed General Conveyance and those other documents and materials described in Section 3.3(a) which are to be provided to Purchaser at Escrow Closing;
(f) Discharges: Vendor shall have delivered to the Escrow Agent 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 Escrow Closing Date; and
(g) Financing: Purchaser shall have sufficient funds to satisfy the amounts payable to Vendor in accordance with Section 3.3(c)(i).

If any of the foregoing conditions have not been complied with, or waived, by Purchaser at or before the Escrow Closing Date, then Purchaser may by written notice to Vendor terminate its obligations to purchase the Assets from Vendor and, in such event, subject to Section 2.4, 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 6.3; and (ii) except as provided in Section 14.14.

6.2 Vendor’s Conditions

The obligation of Vendor to sell the Assets pursuant hereto is subject to the satisfaction at or prior to the Escrow 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 as of the date hereof and as of the Escrow 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 Escrow Closing;
(b) Obligations: All obligations of Purchaser contained in this Agreement to be performed prior to or at Escrow 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 Escrow 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 Escrow 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: At Escrow Closing, Purchaser shall have executed and delivered to the Escrow Agent at least one executed copy of the General
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Conveyance, and delivered to Vendor the other documents and materials described in Section 3.3(c) which are to be provided to Vendor at Escrow Closing; and

(f) Regulatory Eligibility Requirement: Purchaser shall: (i) have a valid BA Code in Alberta; and (ii) have been granted limited or general eligibility by the AER under Directive 067.

If any of the foregoing conditions have not been complied with, or waived by Vendor at or before the Escrow Closing Date, then Vendor may by written notice to Purchaser terminate its obligations to sell the Assets to Purchaser and, in such event, subject to Section 2.4, Purchaser and Vendor shall be released and discharged from all obligations hereunder: (i) provided that Purchaser has complied with its obligations as set out in Section 6.3; and (ii) except as provided in Section 14.14.

6.3 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 6.

6.4 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 7 REPRESENTATIONS AND WARRANTIES

7.1 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 Final 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;
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(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 Final 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 of 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 Escrow Closing Date; 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 Assets which violation would have a material adverse effect on the aggregate value or operation of the Assets or which has not been remedied;
(j) AFEs: Except as set forth in Schedule C 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: The Assets are not subject to any Take or Pay Obligations;
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(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 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 Escrow Closing Date (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 B, Vendor’s interest in the 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 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 : Vendor has made available in the Asset 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
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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 Vendor’s knowledge, none of the Title and Operating Documents includes a commitment to deliver production from any Lands to particular Tangibles;
(x) Tangibles: None of the Tangibles are leased or rented. No material tangible depreciable property that would otherwise form part of the Tangibles has been removed from its location since the Effective Time, other than in the ordinary course of business;
(y) Third Party Notice: To Vendor's knowledge, it has not received written notice from any Third Party claiming an interest in and to the Assets which is materially adverse to the interest of Vendor in the Assets, taken as a whole;
(z) Permits: In respect of the Assets that are operated by Vendor or any of its Affiliates, Vendor or that Affiliate holds all material permits, approvals, authorizations and similar rights and privileges that are required and necessary under Applicable Law to operate the Assets as presently operated;
(aa) Insurance Claims: There is no insurance claim pending under any insurance policy held by Vendor with respect to the Assets that has not been disclosed in writing by Vendor to Purchaser;
(bb) Possession and Use: Subject to:
(i) Vendor's other representations and warranties relating to the Assets or the operation thereof made in this Section 7.1 (including any limitations expressed therein or elsewhere in this Agreement);
(ii) the Permitted Encumbrances;
(iii) the satisfaction of the obligations under the Title and Operating Documents which arise following the Final Closing Date and are required to maintain the Title and Operating Documents in good standing; and
(iv) all defects, deficiencies, discrepancies or adverse claims in or affecting the title or interest of Vendor in and to any of the Assets which Purchaser has waived or been deemed to have waived pursuant to the provisions of Article 9 hereof;
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Purchaser may, for the residue of the term of the Title and Operating Documents and all renewals and extensions thereof, take possession of and use the Assets for its own use and benefit without any interruption by Vendor, its Affiliates or any Person claiming by, through or under Vendor;

(cc) Pipeline Records: Vendor has collected, maintained and retained all necessary Pipeline Records, materially in accordance with Applicable Law; and
(dd) Rights of First Refusal: The Assets are not subject to any Rights of First Refusal.

7.2 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 7.1, in respect of Vendor and Section 7.4 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 7.1, 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 7.1(c), title to the Assets; (iv) other than as contemplated in Section 7.1(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 7.1, 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 7.1, 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, in common law, 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.
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7.3 Acknowledgements

Without detracting from Purchaser’s reliance on Vendor’s representation and warranties in Section 7.1, Purchaser acknowledges that as of the date hereof:

(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.

7.4 Representations and Warranties of Purchaser

Purchaser represents and warrants to Vendor that:

(a) Standing: Purchaser is, and at the Final 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 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 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;
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(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;
(h) Qualification: Purchaser meets all material 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, and is not aware of any fact or circumstance that exists (including the existence of outstanding municipal taxes owing by Purchaser) in respect of Purchaser that poses a material risk that the LTAs will not be approved by the AER with conditions that Purchaser would be unable to satisfy; and
(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 Final 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.

7.5 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 [period redacted] from the Final Closing Date.

ARTICLE 8 INDEMNITIES FOR REPRESENTATIONS AND WARRANTIES

8.1 Vendor’s Indemnities for Representations and Warranties

Subject to Section 8.3, Section 8.4, Section 8.5 and Section 8.6, if Final Closing occurs, Vendor shall:

(a) be liable to Purchaser and its Representatives for all Losses and Liabilities they suffer, sustain, pay or incur; and
(b) indemnify Purchaser and its Representatives from and against all Claims made against them,

as a direct result of any matter or thing arising out of, resulting from, attributable or connected with a breach of a representation or warranty made by Vendor in Section 7.1; or a breach by Vendor of a covenant or agreement contained in this Agreement to be performed at or before Final 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 Purchaser’s breach of this Agreement, 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 8.2.

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8.2 Purchaser’s Indemnities for Representations and Warranties

Subject to Section 8.3 and Section 8.4, if Final Closing occurs, Purchaser shall:

(a) be liable to Vendor and its Representatives for all Losses and Liabilities they suffer, sustain, pay or incur; and
(b) indemnify Vendor and its Representatives from and against all Claims made against them,

as a direct result of any matter or thing arising out of, resulting from, attributable or connected with a breach of a representation or warranty made by Purchaser in Section 7.4; or a breach by Purchaser of a covenant or agreement contained in this Agreement to be performed at or before Final 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 Vendor’s breach of this Agreement, 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 8.1.

8.3 Limitations

Notwithstanding anything to the contrary contained in this Agreement:

(a) No Claim under Sections 8.1 or 8.2 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 [period redacted] from the Final 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 or any breach by the other Party of its covenants in this Agreement, except pursuant to Sections 8.1 or 8.2; and
(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. An act or omission will not be regarded as gross negligence or wilful misconduct under this Section 8.3 to the extent done or omitted to be done in accordance with written instructions from one Party to the other.

8.4 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 default of Vendor hereunder (a “ Vendor Default ”), 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] ;
(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 exceeds $ [amount redacted] ; (the “ Deductible ”). In such event, Vendor's obligation and liability should be limited to the amount of such
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Losses that are in excess of the Deductible. 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 Section 8.4(a) and Section 8.4(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 5; or
(iii) in connection to or as a result of a breach by Vendor of its representations and warranties contained in Sections 7.1(a) (Standing), 7.1(b) (No Conflict), 7.1(c) (Execution of Documents), 7.1(v) (Residency) and 7.1(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 Escrow Closing Date, including any representation or warranty given by such Party which the other Party knew to be inaccurate or untrue; and
(e) Notwithstanding anything else contained herein, in no event shall either Party be liable for any Consequential Losses.

8.5 Assumption

Subject to Final Closing occurring, Purchaser hereby:

(a) agrees to assume, pay, discharge and be responsible and liable for all Losses and Liabilities;
(b) agrees to be liable to Vendor and its Representatives for all Losses and Liabilities suffered, sustained, paid or incurred by Vendor and its Representatives; and
(c) agrees to indemnify and save harmless Vendor and its Representatives from and against all Claims made against them,

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 8.6) and arise or accrue on or after the Final Closing 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 8.1 as a result of a breach of a representation or warranty made by Vendor in Section 7.1.

8.6 Environmental Matters and Abandonment and Reclamation Obligations

Subject to Final Closing occurring, Purchaser hereby:

(a) agrees to assume, pay, discharge and be responsible and liable for all Losses and Liabilities;
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(b) agrees to be liable to Vendor and its Representatives for all Losses and Liabilities suffered, sustained, paid or incurred by Vendor and its Representatives; and
(c) agrees to indemnify and save harmless Vendor and its Representatives from and against all Claims made against them, which relate to, arise from or are associated with,

any and all Environmental Liabilities and 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 contract, tort, common law, 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 8.6, however, will operate to limit any representation or warranty made by Vendor under Section 7.1(q) with respect to the environmental condition of the Assets or to affect Purchaser’s right to make a Claim against Vendor for breach of such Section 7.1(q) thereof pursuant to Section 8.1, subject to Sections 7.5, 8.3 and 8.4.

8.7 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 use commercially reasonable efforts to 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;
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(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.

8.8 Allocation of Indemnity Payments

Any indemnification payment made by Vendor pursuant to this Article 8 shall constitute a dollar-for-dollar decrease of the Purchase Price and any indemnification payment made by Purchaser pursuant to this Article 8 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 9 DUE DILIGENCE REVIEW

9.1 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.

9.2 Securities Act Disclosure

(a) At any time in the three (3) year period following Final Closing, should Purchaser require an audited operating or other financial statements with respect to the Assets to the extent required pursuant to any Applicable Laws or stock exchange rules, including National Instrument 41-101 General Prospectus Requirements or National Instrument 51-102 Continuous Disclosure Obligations, or any requests pursuant to applicable securities laws, for any period during which the Assets were owned by Vendor, then:
(i) Vendor shall, on reasonable notice, provide access during normal business hours to the records of Vendor relevant to preparation of such operating or other financial statements during such period;
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(ii) the audit shall be performed by Vendor’s auditor or, if such auditor is unable or unwilling to perform such an audit, by a firm of independent auditors selected by Vendor and satisfactory to Purchaser, and Purchaser shall be responsible for all costs incurred in connection with the audit and the preparation of the statements or reports, and Vendor shall not be required to provide direct access to Vendor’s records to Purchaser or any employees, consultants or other representatives of Purchaser;
(iii) the audit shall be carried out so as to not cause undue inconvenience to the business and operations of Vendor. If the independent auditors require the assistance of Vendor’s personnel to find, collect or interpret the necessary information from Vendor’s records, Vendor shall use reasonable commercial efforts to cause such assistance to be provided and Purchaser shall pay and reimburse Vendor for the reasonable hourly costs associated with its personnel providing such assistance and as compensation for the time devoted by such company personnel. Such audit access shall be requested and conducted solely for the purposes of complying with securities legislation or stock exchange rules and for no other purpose; and
(iv) at any time within three (3) years following Closing, upon receiving reasonable advance written notice from Purchaser, Vendor shall use its reasonable commercial efforts to provide Purchaser any reserve information relating to the Assets, provided that Purchaser shall be responsible for all costs payable to the applicable reservoir consulting firm in connection therewith and Purchaser shall pay and reimburse Vendor for the reasonable hourly costs associated with its personnel providing such assistance and as compensation for the time devoted by such personnel of Vendor.
(b) Notwithstanding Section 9.2(a), Purchaser hereby acknowledges that:
(i) all information provided by Vendor to Purchaser pursuant to this Section 9.2 is provided on the express condition that Vendor and its employees, consultants or other representatives assume no liability whatsoever to Purchaser or any other person in respect of such information or the accuracy or sufficiency thereof or in connection with any claim in respect of such information and that Purchaser shall indemnify Vendor against any Claims made by Third Parties arising as a result of or in respect of any disclosure by Purchaser of the information provided for in this Section 9.2; and
(ii) Vendor and its employees, consultants or other representatives make no representation or warranty regarding such information and expressly disclaim any implied or constructive representation or warranty.

9.3 Production of Documents and Access

(a) Purchaser acknowledges that, prior to the date of this Agreement, Vendor has provided Purchaser with access to the Asset Information. At all reasonable times prior to the Final Closing Date, 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:
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(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 if Vendor so desires. 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 9.3(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 9.2, 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
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incurs as a result of or in connection with any breaches or violations of the Access Obligations by Purchaser or its Representatives.

9.4 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 9 after the execution of this Agreement.

ARTICLE 10 RIGHTS OF FIRST REFUSAL

10.1 Rights of First Refusal

(a) If any Rights of First Refusal on the Assets (“ ROFR Assets ”) are identified after the date hereof, the Parties confirm that, prior to the Escrow Closing Date, Purchaser shall provide to Vendor in writing the amount of the Purchase Price it proposes to allocate to the ROFR Assets, which amounts Purchaser confirms it shall provide in good faith and on a reasonable basis. Promptly after the receipt of such allocations, Vendor shall send notices to the Third Parties holding Rights of First Refusal in accordance with the terms of the applicable Right of First Refusal. Such notices shall use the allocations provided by Purchaser to Vendor. Purchaser shall be liable to Vendor for, and shall, in addition, indemnify Vendor from and against, all Losses and suffered, sustained, paid or incurred by, or made against, Vendor as a result of, arising out of, or in connection with, the use of such allocations in respect of the Rights of First Refusal. Vendor shall promptly notify Purchaser upon any Third Party exercising or waiving a Right of First Refusal.
(b) If any Third Party elects to exercise any Rights of First Refusal, the terms “ Assets ”, “ Miscellaneous Interests ”, “ Petroleum and Natural Gas Rights ” and “ Tangibles ” will be deemed to have been amended to reflect the exclusion of the ROFR Assets that ROFRs are exercised upon and such ROFR Assets shall not be conveyed to Purchaser and the Schedules hereto will be deemed to be amended accordingly and the Purchase Price shall be reduced by the value allocated to such ROFR Assets in accordance with Section 10.1(a).

ARTICLE 11 MAINTENANCE OF BUSINESS

11.1 Operations

From the date hereof until Final Closing, Vendor shall operate and maintain the Assets in a proper and prudent manner in accordance with generally accepted oil field practices and in material compliance with all Applicable Law, provided that nothing in this Article 11 shall require Vendor to initiate any capital expenditures or incur other expenses other than operating expenditures incurred in the ordinary course of business. Subject to the foregoing sentence, Vendor shall, until Final Closing, comply with all of its obligations with respect to the Assets under the Title and Operating Documents, will pay when due all expenses and other amounts payable in respect of the Assets and will maintain any insurance it holds respecting the Assets, provided that Vendor will not be required to obtain additional insurance respecting the Assets.

11.2 Administration of Assets

Notwithstanding the transfer of the Assets, Vendor shall retain the responsibility for administration of the Assets for all periods of time prior to Final Closing. For the purpose of this Section

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11.2 the expression “administration” shall mean responsibility for joint venture billing, computation and payment of rents and royalties, filing of production reports with the appropriate Governmental Authorities and other similar administrative activities. It is further understood and agreed that certain administration functions for periods prior to Final Closing will be performed by Vendor after Final Closing as follows:

(a) unless otherwise directed by Purchaser, Vendor shall pay on behalf of Purchaser all rentals and shut-in royalty payments for Crown and freehold mineral and surface leases which are due and payable on or before the end of the second calendar month following Final Closing; and
(b) Vendor will be responsible for production accounting for all production months up to and including the production month in which Final Closing occurs and Purchaser shall be responsible for production accounting for all production months thereafter.

11.3 Material Commitments

Until Final Closing, Vendor will provide to Purchaser copies of all AFEs, notices and mail ballots that Vendor receives respecting the Assets and will not, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed:

(a) assume any new obligation or commitment respecting the Assets, if Vendor’s share of the associated expenditure is estimated to exceed $25,000 or in aggregate $50,000, except:
(i) for amounts that Vendor is committed to expend or is deemed to authorize under the Title and Operating Documents without its specific authorization or approval; or
(ii) to the extent that Vendor reasonably determines that those expenditures or actions are necessary for the protection of life and property, provided that Vendor will promptly notify Purchaser of any such expenditure or action;
(b) sell, transfer, assign or otherwise dispose of any of the Assets, or encumber the Assets (except to the extent that such Encumbrances are Permitted Encumbrances) except for:
(i) sales of Petroleum Substances produced from the Lands or any lands pooled or unitized therewith reasonably made by Vendor in the ordinary course of business; or
(ii) to the extent required to comply with any Right of First Refusal;
(c) surrender or abandon any of the Assets;
(d) amend any of the Title and Operating Documents (other than for processing of assignments by Third Parties in the ordinary course of business), terminate any of the Title and Operating Documents, enter into any new agreement respecting the Assets or vote on any mail ballot or other similar notice issued under the Title and Operating Documents; or
(e) subject to Section 11.1 and Section 11.3(a), propose or initiate the exercise of any options arising as a result of ownership of the Assets (including rights under area of
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mutual interest provisions and any Right of First Refusal), or propose or initiate any operations with respect to the Assets if Vendor’s share of the associated expenditure is estimated to exceed $25,000 or in aggregate $50,000.

11.4 Post-Closing Maintenance of Assets

If the transaction contemplated by this Agreement is completed and if, for any reason, the Parties hereto are unable on the Final Closing Date to cause Purchaser to become the recognized holder of any of the Assets in the place and stead of Vendor, then, subject to the provisions of this Article 11, Vendor shall:

(a) Standard of Care: hold and stand possessed of such Assets fully on behalf of Purchaser, as bare trustee, and receive and hold all proceeds, benefits and advantages accruing in respect of the Assets fully for the benefit, use and ownership of Purchaser. Except to the extent they are set-off against costs and expenses paid by Vendor on Purchaser’s behalf as hereinafter permitted, cause such proceeds to be delivered to Purchaser as soon as reasonably possible;
(b) Notices from Third Parties: in a timely manner, deliver to Purchaser all Third Party notices and communications received by it in respect of such Assets;
(c) Notices to Third Parties: in a timely manner, deliver to Third Parties all such notices and communications as Purchaser may reasonably request and all such monies and other items as Purchaser may reasonably provide in respect of such Assets;
(d) General: as agent of Purchaser, do and perform all such acts and things and execute and deliver all such agreements, notices and other documents and instruments, as Purchaser may reasonably request in writing for purposes of facilitating the exercise of rights incidental to the ownership of such Assets or required by any Governmental Authority having jurisdiction. However, Vendor shall not be required to extend credit to Purchaser in fulfilling its obligations under this Section 11.4; and
(e) Third Party Consent: if, in order to secure the consent from a Third Party (or Third Parties) to the assignment of Vendor’s contractual interest to Purchaser hereunder, an undertaking, documents or information are requested, Purchaser covenants and agrees to provide such an undertaking, documents or information to the Third Party (or Third Parties). Notwithstanding the foregoing, whether Purchaser is unable to become the recognized holder of some or all of the Assets in the place and stead of Vendor as a result of a Third Party refusal to consent to the assignment of Vendor's contractual interest to Purchaser, then after ninety (90) days from the Final Closing Date, the trust obligation of Vendor to Purchaser, as outlined in this Section 11.4, shall be performed by Vendor at an annual fee of One Thousand ($1,000) dollars per annum, which shall continue to be chargeable by Vendor to Purchaser so long as the trust obligation exists.

11.5 Indemnity

Purchaser will be liable to Vendor and its Representatives for all Claims, Losses and Liabilities and as a separate and independent covenant, shall indemnify and save harmless Vendor and its Representatives from and against all Claims, Losses and Liabilities which may be brought against or suffered by any one or more of them or which any one or more of them may sustain, pay or incur, in connection with Vendor’s obligations set out in Section 11.4, except to the extent arising as a result of the gross negligence or wilful misconduct of Vendor or any of Vendor’s Representatives.

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11.6 Payment for Invoices after Final Closing

Purchaser shall pay all invoices and bills forwarded to it by Vendor which pertain to the Assets held in trust for that period from and after the Final Closing Date which Vendor does not pay on behalf of Purchaser.

11.7 Net Billing

Vendor may, from time to time, “net bill” costs, expenses and revenues in respect of the Assets. “Net Billing” is the arrangement whereby Vendor pays costs and expenses attributable to the Assets on behalf of Purchaser and sets-off such costs and expenses against revenues attributable to the Assets which Vendor receives on behalf of Purchaser.

11.8 Indication of Ownership/Operatorship

After Final Closing, Vendor may remove any signs that indicate 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.

11.9 Costs

Vendor may require that Purchaser advance or otherwise secure any costs to be incurred by Vendor on behalf of Purchaser under Section 11.2 or Section 11.3 in such manner as may be reasonably appropriate in the circumstances.

ARTICLE 12 DEFICIENT PIPELINE RECORDS

12.1 Rectification and Costs

(a) No later than ten (10) Business Days prior to Escrow 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 thirty (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 Final Closing, all out-of-pocket 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 by Vendor, provided that after Final Closing, all costs shall be
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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 Final Closing, the corresponding pipeline licences will not be transferred to Purchaser at Final Closing and Vendor shall hold such pipeline licences in trust for Purchaser pursuant to Section 11.4 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 13 INDEPENDENT CONTRACTS

13.1 Independent Contractor:

(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 (“ Independent Contractors ”) utilized by Vendor in relation to the physical operation of the Assets and whose arrangements Vendor intends to terminate.
(b) At Purchaser’s request, Vendor shall endeavor to arrange for Purchaser to meet with the Independent Contractors to discuss such Independent Contractors entering into arrangements with Purchaser to continue to provide services in relation to the Assets after the Final Closing Date.
(c) If the transaction contemplated by this Agreement is completed, Purchaser shall be responsible for contractor operating fees associated with services provided by the Independent Contractors in respect of the Assets up to and including the end of the notice period associated with the termination of the Independent Contractor's contracts in conjunction with the Final Closing.

ARTICLE 14 GENERAL

14.1 Further Assurances

Each Party will, from time to time and at all times after Final 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.

14.2 No Merger

The covenants, representations, warranties and indemnities contained in this Agreement shall survive Final Closing and shall not merge in any assignments, conveyances, transfers or other

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documents executed and delivered at or after Final Closing, notwithstanding any rule of law, equity or statute to the contrary and such rules are hereby waived.

14.3 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.

14.4 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.

14.5 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. 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.

14.6 Time of Essence

Time shall be of the essence in this Agreement.

14.7 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:

Purchaser: Tuktu Resources Ltd. 960, 630 - 6th Ave SW Calgary, Alberta T2P 0S8

Attention: Sumir Saini VP, Land & Business Development Email: [email protected]

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Vendor:

[Vendor name redacted] [Vendor address redacted] [Vendor address redacted]

Attention: [Vendor contact redacted] [Vendor title redacted] Email: [Vendor email address 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 personal service on a Party at the address of such Party set out above, in which case the item so served shall be deemed to have been received by that Party when personally served, with acknowledged receipt;
(b) by email transmission to a Party to the email address of such Party set out above, in which case the item so transmitted shall be deemed to have been received by that Party when sender receives an email from that Party acknowledging receipt provided that an automatic “read receipt” does not constitute acknowledgement of an email for the purposes of this Section 14.7(b); 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 (5[th] ) Business Day following the date of mailing.

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

14.8 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.

14.9 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.

14.10 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.

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14.11 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.

14.12 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 5.2(d).

14.13 Public Announcements

Prior to Final 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.

14.14 Confidentiality Agreement

The Confidentiality Agreement is hereby incorporated into this Agreement by reference and forms a part hereof. Following Final 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.

14.15 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.

14.16 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 Escrow 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.

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14.17 Counterpart Execution

This Agreement may be executed in counterpart with the same effect as if all signatories to the counterparts had signed one document. All such counterparts together shall constitute and be construed as one instrument. For avoidance of doubt, a signed counterpart by way of facsimile transmission, pdf or other electronic means shall be as binding upon the Parties as an originally signed counterpart.

[ 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 ) "[ Name Redacted ] VP, Land & Business Development [ Title Redacted ]

SCHEDULE A TO A PURCHASE AND SALE AGREEMENT DATED OCTOBER 17, 2023 BETWEEN TUKTU RESOURCES LTD. AND [VENDOR NAME REDACTED]

LANDS

[Land Schedule redacted]

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SCHEDULE B TO A PURCHASE AND SALE AGREEMENT DATED OCTOBER 17, 2023 BETWEEN TUKTU RESOURCES LTD. AND [VENDOR NAME REDACTED]

WELLS AND FACILITIES

[Wells redacted] [Pipelines redacted] [Facilities redacted]

B - 1

SCHEDULE C TO A PURCHASE AND SALE AGREEMENT DATED OCTOBER 17, 2023 BETWEEN TUKTU RESOURCES LTD. AND [VENDOR NAME 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 [], 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 Final 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

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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.

7. Time of Essence

Time shall be of the essence in this General Conveyance.

8. Governing Law

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

9. Counterpart Execution

This General Conveyance may be executed in counterpart with the same effect as if all signatories to the counterparts had signed one document. All such counterparts together shall constitute and be construed as one instrument. For avoidance of doubt, a signed counterpart by way of facsimile transmission, pdf or other electronic means shall be as binding upon the Parties as an originally signed counterpart.

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:

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SCHEDULE D TO A PURCHASE AND SALE AGREEMENT DATED OCTOBER 17, 2023 BETWEEN TUKTU RESOURCES LTD. AND [VENDOR NAME REDACTED]

DISCLOSURE

AFE 2023W667 has been booked to the assets. See below.

[AFE Redacted]

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SCHEDULE E TO A PURCHASE AND SALE AGREEMENT DATED OCTOBER 17, 2023 BETWEEN TUKTU RESOURCES LTD. AND [VENDOR NAME REDACTED]

EXCLUDED ASSETS

Vendor’s forecasts, interpretations, analyses, evaluations and estimates.
Deposits, letters of credit deposited with Governmental Authorities or service providers or other Persons.
All insurance policies, insurance proceeds and rights to insurance policies and proceeds however such exclusion shall not derogate from Purchaser’s recourse under Section 4.1(f) of the Agreement.
Carbon offset credits generated in connection with the Assets prior to the Effective Time, whether serialized before or after such date.
All futures, swaps, options and other financial derivatives to which Vendor or any of its Affiliates is party,
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,
Any proprietary policies, manuals and other confidential business or technical information not used exclusively in the operation of the Assets,
Tax and financial records and information, including tax returns and filings and related work papers and similar information, and accounting information, and
Files, documents, reports, data, software and intellectual property owner or licensed by Third Parties with restrictions that prohibit their deliverability or disclosure to Purchaser;

E - 1

SCHEDULE F TO A PURCHASE AND SALE AGREEMENT DATED OCTOBER 17, 2023 BETWEEN TUKTU RESOURCES LTD. AND [VENDOR NAME REDACTED]

ROFR ASSETS

N/A

F - 1

SCHEDULE G TO A PURCHASE AND SALE AGREEMENT DATED OCTOBER 17, 2023 BETWEEN TUKTU RESOURCES LTD. AND [VENDOR NAME REDACTED]

PROPRIETARY 100% SEISMIC DATA & PARTNER SEISMIC DATA

[Seismic redacted]

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SCHEDULE H TO A PURCHASE AND SALE AGREEMENT DATED OCTOBER 17, 2023 BETWEEN TUKTU RESOURCES LTD. AND [VENDOR NAME REDACTED]

FORM OF OFFICER’S CERTIFICATE

FORM OF CERTIFICATE OF VENDOR

TO: Tuktu Resources Ltd. (" Purchaser ")

RE: Purchase and Sale Agreement dated October ___, 2023 between [Vendor name redacted] (" Vendor ") and Purchaser (the " Purchase Agreement ")

DATE:

The undersigned, __, being the __ of Vendor hereby certifies, for and on behalf of Vendor and not in his personal capacity, as follows:

(a) The undersigned is personally familiar, in his capacity as an officer of Vendor, with the matters hereinafter certified.
(b) This certificate is made and delivered pursuant to Sections 3.3(b)(i), 6.1(a) and 6.1(b) of the Purchase Agreement.
(c) The definitions contained in the Purchase Agreement are adopted in this Officer's Certificate and wherever used shall have the meanings ascribed to them in the Purchase Agreement.
(d) Each of Vendor's representations and warranties set forth in Section 7.1 of the Purchase Agreement:
(a) were true and correct in all material respects as of the date of the Purchase Agreement; and
(b) are true and correct in all material respects as of the date of this Officer's Certificate,

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.

(e) All obligations of Vendor contained in the Purchase Agreement to be performed prior to or at Closing have been performed or complied with in all material respects.
[ Remainder of page intentionally left blank. Signature page follows. ]

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DATED at Calgary, Alberta, as the date first written above.

[VENDOR NAME REDACTED]

Per:

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FORM OF CERTIFICATE OF PURCHASER

TO: [Vendor name redacted] (" Vendor ")

RE: Purchase and Sale Agreement dated October ____, 2023 between Vendor and Tuktu Resources Ltd. (“ Purchaser ”) (the " Purchase Agreement ")

DATE:

The undersigned, __, being the __ of Purchaser hereby certifies, for and on behalf of Purchaser and not in his personal capacity, as follows:

(f) The undersigned is personally familiar, in his capacity as an officer of Purchaser, with the matters hereinafter certified.
(g) This certificate is made and delivered pursuant to Sections 3.3(d)(i), 6.2(a) and 6.2(b) of the Purchase Agreement.
(h) The definitions contained in the Purchase Agreement are adopted in this Officer's Certificate and wherever used shall have the meanings ascribed to them in the Purchase Agreement.
(i) Each of Purchaser's representations and warranties set forth in Section 7.4 of the Purchase Agreement:
(a) were true and correct in all material respects as of the date of the Purchase Agreement; and
(b) are true and correct in all material respects as of the date of this Officer's Certificate,

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.

(j) All obligations of Purchaser contained in the Purchase Agreement to be performed prior to or at Closing have been performed or complied with in all material respects.
[ Remainder of page intentionally left blank. Signature page follows. ]

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DATED at Calgary, Alberta, as the date first written above.

TUKTU RESOURCES LTD.

Per:

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SCHEDULE I TO A PURCHASE AND SALE AGREEMENT OCTOBER 17, 2023 BETWEEN TUKTU RESOURCES LTD. AND [VENDOR NAME REDACTED]

CLOSING ESCROW AGREEMENT

THIS AGREEMENT dated October 17, 2023.

AMONG:

[VENDOR NAME REDACTED] , a corporation, having an office in Calgary, Alberta (" Vendor ")

and -

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

and -

ODYSSEY TRUST COMPANY , a trust company continued under the laws of Canada with an office in the City of Calgary in the Province of Alberta (the " Escrow Agent ")

(Each of Vendor, Purchaser and Escrow Agent may be referred to as a " Party " and, as the context requires, any two or all three of them may be referred to collectively as " Parties ".)

WHEREAS Vendor and Purchaser have entered into Purchase and Sale Agreement dated October 17, 2023 (the "Sale Agreement ");

AND WHEREAS pursuant to Section 2.4 of the Sale Agreement, the Deposit is to be delivered to the Escrow Agent by Purchaser on the date hereof;

AND WHEREAS pursuant to Section 2.5 of the Sale Agreement, the Closing Escrow Amount is to be delivered to the Escrow Agent by Purchaser on the Escrow Closing Date;

AND WHEREAS pursuant to Section 3.3(a) and Section 3.3(c) of the Sale Agreement, those documents listed in such Sections are to be provided to the Escrow Agent on the Escrow Closing Date (the " Escrow Documents ").

AND WHEREAS the Escrow Agent is willing to act as escrow agent for the sole purpose of accepting, holding and releasing the Escrow Funds and the Escrow Documents in accordance with this Agreement;

NOW THEREFORE in consideration of the premises hereto and the covenants and agreements contained herein and in the Sale Agreement, the Parties covenant and agree as follows:

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DEFINITIONS AND INTERPRETATION

In this Escrow Agreement (the " Agreement "), words and terms defined in the Sale Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Sale Agreement. In addition, in this Agreement:

(a) words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders;
(b) the division of this Agreement into sections and clauses and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement;
(c) the references “hereunder”, “herein”, and “hereof” refer to the provisions of this Agreement, and references to “Article” or “Section” herein refer to the specified Article or Section of this Agreement;
(d) a capitalized derivative of a defined term will have a corresponding meaning;
(e) whenever there occurs a word of general application or of a general class which is stated to “include” a word or an enumerated list of words with a particular or specific meaning, such particular or specific word or enumerated list of words of particular or specific meaning shall not be interpreted so as to be an exhaustive list of those matters or things falling within the word or general application or of a general class and shall instead be interpreted to mean “includes but is not limited to”;
(f) all references herein to dollars are references to the currency of Canada unless otherwise specified in this Agreement;
(g) any reference to days refers to calendar days unless the reference is to Business Days, and if the phrase “within”, “at least”, “prior to”, or “not later than” is used with reference to a specific number of days or Business Days, the day of receipt of the relevant notice will be excluded and the day of the relevant response or event will be included in determining the relevant time period. However, if the time for doing any act expires on a day that is not a Business Day, the time for doing that act will be extended to the next Business Day;
(h) except as otherwise provided in this Agreement, any reference to this Agreement or any other agreement or document is a reference to this Agreement or such other agreement or document as it may have been, or may from time to time be amended, restated, replaced, supplemented or notated and shall include all schedules to it; and
(i) for the purposes of this Agreement, " Escrow Funds " shall mean: (i) the Deposit and all interest accrued thereon; or, if the Closing Escrow Amount has been deposited with the Escrow Agent; (ii) the Deposit and the Closing Escrow Amount and all interest accrued thereon.

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APPOINTMENT OF ESCROW AGENT

Vendor and Purchaser hereby appoint Odyssey Trust Company to act as Escrow Agent on the terms and conditions set forth in this Agreement and Odyssey Trust Company accepts such appointment on such terms and conditions.

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DELIVERY OF DEPOSIT AND CLOSING ESCROW AMOUNT

The Escrow Agent acknowledges receipt from Purchaser of the Deposit as of the date hereof. The Escrow Agent shall hold and deal with the Deposit, and when so deposited with the Escrow Agent, the Closing Escrow Amount and the Escrow Documents, in accordance with this Agreement.

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DEPOSIT OF ESCROW FUNDS

Upon receipt of, and until the Escrow Agent distributes, the Escrow Funds and the Escrow Documents, the Escrow Agent is hereby authorized and directed to deposit the Escrow Funds in an interest bearing account (or other interest bearing instruments or deposits) of the Canadian Imperial Bank of Commerce. The Escrow Agent shall hold any interest earned on the Escrow Funds in accordance with this Section 4. Any such interest earned on the Escrow Funds will be added to and form part of the Escrow Funds. Interest earned on the Escrow Funds will be for the benefit of the Party to whom such Escrow Funds, or a portion thereof, is released, pro rata to such released amount, and the Escrow Agent may provide such information (including the identity of the Party receiving the Escrow Funds) to the Canadian Imperial Bank of Commerce as may be required for tax reporting and other purposes.

RELEASE OF ESCROW FUNDS AND ESCROW DOCUMENTS

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(a) Subject to Section 11 of this Agreement, if the Escrow Agent receives a joint notice (the " Closing Joint Instruction ") in the form attached as Exhibit "A" hereto from Vendor and Purchaser, the Escrow Agent shall deliver the Escrow Funds and the Escrow Documents in accordance with the delivery instructions set out in the Closing Joint Instruction.
(b) The Vendor and Purchaser shall execute and deliver a Closing Joint Instruction to the Escrow Agent instructing the Escrow Agent to release the Escrow Funds and Escrow Documents in accordance with the terms and conditions of the Sale Agreement as follows:
(i) If Escrow Closing does not occur:
- (A) as a result of Section 2.4(b)(i) of the Sale Agreement, Purchaser and Vendor shall execute and deliver a Closing Joint Instruction directing that the Escrow Agent release the Deposit and all interest accrued thereon to Vendor;
- (B) as a result of Section 2.4(b)(ii) of the Sale Agreement, Purchaser and Vendor shall execute and deliver a Closing Joint Instruction directing that the Escrow Agent release the Deposit and all interest accrued thereon to Purchaser.
(ii) If Escrow Closing has occurred and the Escrow Condition is satisfied on or before the Escrow Deadline, then Purchaser and Vendor shall execute and deliver a Closing Joint Instruction directing that the Escrow Agent release the Escrow Funds to Vendor and release the Escrow Documents to Purchaser pursuant to Section 4.1(b) of the Sale Agreement.
(iii) If Escrow Closing has occurred but Final Closing does not occur as set forth in Section 4.1(c) or Section 4.1(d) of the Sale Agreement, then Purchaser and Vendor shall execute and deliver a Closing Joint Instruction directing that the Escrow Agent release the Closing Escrow Amount and any interest accrued thereon to Purchaser, that the Escrow Documents be destroyed and that the Deposit be paid to Vendor or Purchaser in accordance with Section 2.4 of the Sale Agreement, as applicable.

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(c) Vendor and Purchaser shall use commercially reasonable efforts to execute and deliver to the Escrow Agent as soon as possible all Closing Joint Instructions required to be delivered hereunder and as it reasonably believes may otherwise be required.

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NO REQUIREMENT FOR DETERMINATION OR DECISION

The Escrow Agent is not required to make any determination or decision with respect to the validity of any claim made by any party, or of any denial thereof (including, without limitation, the validity of any Closing Joint Instruction), but may rely conclusively on the terms of this Agreement and the documents delivered to it in connection with this Agreement.

DUTIES AND LIABILITIES OF THE ESCROW AGENT

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The acceptance by Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions which shall govern and control the rights, duties, liabilities and immunities of Escrow Agent:

(a) The Escrow Agent has no duties or responsibilities other than those expressly set forth in this Agreement, which the parties agree are purely administrative in nature, and no implied duties or obligations may be read into this Agreement against the Escrow Agent. For greater certainty, the Escrow Agent is not bound by any agreement, arrangement or understanding relating to or arising out of the matters provided for in this Agreement, except as expressly set forth in this Agreement.
(b) The Escrow Agent is not liable for any action it takes or omits to take in good faith and in the exercise of its own judgment, for any error in judgment made in good faith or for any mistake of fact or law, except for its own gross negligence, bad faith or fraud.
(c) The Escrow Agent may rely on, and is protected in acting upon, any judgment, order, notice, demand, direction, certificate or other instrument, paper or document which it may receive (including by e-mail) in connection with its duties under this Agreement and may accept them as sufficient evidence of the facts stated in them. The Escrow Agent is in no way bound to enquire as to the veracity, accuracy or adequacy thereof or call for further evidence (whether as to due execution, validity or effectiveness, or the jurisdiction of any court, or as to the truth of any fact), and is not responsible for any actions, proceedings, losses, liabilities, costs, claims, damages, expenses (including legal fees and expenses) and demands that may be occasioned by its failing to do so.
(d) If the Escrow Agent becomes involved in any arbitration or litigation relating to this Agreement, the Escrow Agent shall comply with any decision reached through such arbitration or litigation.
(e) In the following circumstances, the Escrow Agent may (A) refrain from taking any action under this Agreement until it is authorized or directed otherwise in writing by both Vendor and Purchaser, or by an order of a court of competent jurisdiction from which no further appeal may be taken, or (B) deposit the Escrow Funds and Escrow Documents with a court of competent jurisdiction in Calgary, Alberta:
(i) the Escrow Agent is uncertain as to its duties or rights under this Agreement,
(ii) the Escrow Agent receives instructions, claims or demands from any Party to this Agreement or from a third Person with respect to any matter under this Agreement which, in its opinion, are in conflict with this Agreement,

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(iii) there is a disagreement between any of the parties to this Agreement which, in the reasonable opinion of the Escrow Agent, may result in adverse claims or demands with respect to the Escrow Funds or the Escrow Documents, or
(iv) any of the parties to this Agreement, including the Escrow Agent, disagree about the interpretation of this Agreement or about the rights and obligations of the Escrow Agent or the propriety of an action contemplated by the Escrow Agent under this Agreement.
(f) Upon the Escrow Agent depositing the Escrow Funds and the Escrow Documents with a court in accordance with Section 7(e), the Escrow Agent will be forever released and discharged from its duties and obligations under this Agreement.
(g) Except as otherwise expressly provided herein, Escrow Agent is hereby authorized to disregard any and all notices or warning, other than written notices given by either of the other Parties, and is hereby expressly authorized to comply with and obey any and all processes, orders, judgments or decrees of any court and shall not be liable to either of the other Parties for such compliance, notwithstanding any such process, order, judgment or decree being subsequently reversed, modified, annulled, set aside, or vacated, or being subsequently found to have been issued or entered without jurisdiction.

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FURTHER DOCUMENTS

Escrow Agent may (but is not obligated to) request of Vendor, Purchaser or either of them such other documents as may be reasonably required to give effect to the release of the Escrow Funds and the Escrow Documents or any portion thereof.

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ESCROW AGENT'S FEES, COSTS AND EXPENSES

Vendor agrees to pay to Escrow Agent forthwith upon receipt of an invoice for Escrow Agent's reasonable fees, expenses and disbursements in connection with the performance of its obligations under this Agreement. The Escrow Agent may withhold any Escrow Funds and the Escrow Documents and interest accrued thereon from release while any amounts owing to it remain unpaid.

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INDEMNIFICATION OF ESCROW AGENT

Escrow Agent may at any time consult with independent legal counsel of its own choice in any such matters, shall have full and complete authorization and protection from any action taken or omitted by it hereunder in accordance with the advice of such legal counsel, and shall incur no liability for any delay reasonably required to obtain the advice of any such legal counsel. Vendor and Purchaser shall jointly and severally be liable to and separately indemnify and save harmless the Escrow Agent and each of its partners, directors, officers, employees, agents, representatives and their respective affiliates, of and from, and shall pay for, all actions, proceedings, losses, liabilities, costs, claims, damages, expenses (including legal fees and expenses) and demands that may be made or brought against it or any of them or which it or any of them may suffer or incur as a result of, in respect of, or arising out of or in connection with this Agreement, the performance or nonperformance by the Escrow Agent under this Agreement or any transactions contemplated by this Agreement, except such as shall result solely and directly from its own gross negligence, bad faith or fraud. No provision of this Escrow Agreement will require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless funded and indemnified as aforesaid.

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RESIGNATION, REMOVAL OF ESCROW AGENT

(a) The Escrow Agent may resign and be discharged from all further duties and liabilities under this Agreement at any time on ten ( 10) calendar days' written notice to Vendor and Purchaser or such shorter notice as Vendor and Purchaser may accept as sufficient. Vendor and Purchaser may jointly remove the Escrow Agent from its office at any time on not less than ten (10) calendar days' written notice to the Escrow Agent.
(b) If the Escrow Agent resigns or is removed, Vendor and Purchaser have ten (10) calendar days to jointly appoint a successor escrow agent and the Escrow Agent shall, subject to Section 11(a), deliver the Escrow Funds and all interest accrued thereon and the Escrow Documents as Vendor and Purchaser direct, except that the Escrow Agent may withhold any Escrow Funds and the Escrow Documents from release in accordance with Section 9.
(c) If a successor is not appointed in accordance with Section 11(b), then the Escrow Agent shall cease its function at the expiration of the ten (10) calendar day notice period and deposit the Escrow Funds and the Escrow Documents with a court of competent jurisdiction in Calgary, Alberta, and shall forthwith provide notice thereof to Vendor and Purchaser.
(d) This Agreement terminates and ceases to be of any further force and effect with respect to the Escrow Agent on the date on which the Escrow Agent delivers the Escrow Funds and the Escrow Documents to a successor or deposits it with a court in accordance with this Section 11(c).
(e) Upon the appointment of any successor escrow agent, the successor escrow agent will be vested with the same powers, rights, duties and responsibilities as if the successor escrow agent had been originally named as Escrow Agent under this Agreement and will be subject to removal under this Section 11. Vendor and Purchaser and the successor escrow agent shall execute and deliver all documents and take all such actions as may, in the opinion of the Escrow Agent, be necessary or desirable for the purpose of effectively transferring the Escrow Funds and the Escrow Documents to the successor escrow agent upon and subject to the terms of this Agreement.
(f) The Vendor and Purchaser hereby represents to the Escrow Agent that any account to be opened by, or interest to be held by the Escrow Agent in connection with this Escrow Agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Escrow Agent's prescribed form as to the particulars of such third party.

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TERMINATION OF AGREEMENT

In addition to terminating this Agreement in accordance with Section 11, this Agreement terminates and ceases to be of any further force and effect on the date on which the Escrow Agent delivers the Escrow Funds and the Escrow Documents in accordance with Section 5 or deposits the Escrow Funds and Escrow Documents with a court in accordance with Section 7(e), except that Sections 9 and 10 and all other provisions of this Agreement relating to the protection of the Escrow Agent survive the termination of this Agreement.

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PRIVACY

Despite any other provision of this Escrow Agreement, no party hereto shall take or direct any action that would contravene, or cause the other to contravene, applicable federal and/or provincial legislation

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that addresses the protection of individuals’ personal information (collectively, “Privacy Laws”). Vendor and Purchaser shall, prior to transferring or causing to be transferred personal information to the Escrow Agent, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Escrow Agent shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws. Specifically, the Escrow Agent agrees: (a) to have a designated chief privacy officer; (b) to maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry; (c) to use personal information solely for the purposes of providing its services under or ancillary to this Escrow Agreement and not to use it for any other purpose except with the consent of or direction from Vendor and/or Purchaser or the individual involved; (d) not to sell or otherwise improperly disclose personal information to any third party; and (e) to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.

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RIGHT NOT TO ACT

The Escrow Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Escrow Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Escrow Agent, in its sole judgment, determine at any time that its acting under this Escrow Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or antiterrorist legislation, regulation or guideline, then the Escrow Agent shall have the right to resign on 10 days’ written notice to Vendor and Purchaser, provided that (i) the Escrow Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) if such circumstances are rectified to the Escrow Agent’s satisfaction within such 10 day period, then such resignation shall not be effective.

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RESIDENCE OF PARTIES

Vendor and Purchaser severally, but not jointly, represent and warrant to the Escrow Agent that it is not a non-resident as defined in the Income Tax Act (Canada) or a “Canadian partnership” for purposes of the Income Tax Act (Canada).

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NOTICES

Any notice, direction or other communication given regarding the matters contemplated by this Agreement (each, a " Notice ") must be in writing, sent by hand delivery, courier or e-mail and addressed:

(a) If to Vendor, to:

[Vendor name redacted] [Vendor address redacted] [Vendor address redacted]

Attention: [Vendor contact redacted] [Vendor title redacted] Email: [Vendor email address redacted]

(b) If to the Escrow Agent, to:

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Odyssey Trust Company 1230 300 5[th] Ave SW Calgary, AB T2P 3C4

Attention: Corporate Trust E-mail: [email protected]

(c) If to Purchaser, to:

Tuktu Resources Ltd.

960, 630 – 6[th] Ave SW Calgary, Alberta T2P 0S8

Attention: Sumir Saini VP, Land & Business Development Email: [email protected]

A Notice is deemed to be given and received (i) if sent by hand, courier or facsimile (with facsimile machine confirmation of transmission), on the date of delivery or transmission if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in the place of receipt), and otherwise on the next Business Day; and (ii) if sent by e-mail, when the sender receives an e-mail from the recipient acknowledging receipt, provided that an automatic "read receipt" does not constitute acknowledgement of an e-mail for purposes of this section. A Party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the Party at its changed address. Any element of a Party's address that is not specifically changed in a Notice will be assumed not to be changed.

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AMENDMENTS

No supplement, modification, waiver or termination of this Agreement will be binding unless executed in writing by the Party to be bound thereby. No waiver of any provision of this Agreement will be deemed or will constitute a waiver of any other provision hereof (whether or not similar) nor will a waiver constitute a continuing waiver unless otherwise expressly provided.

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ENTIRE AGREEMENT

Subject to the applicable provisions of the Sale Agreement, this Agreement constitutes the entire agreement between the parties with respect to the transactions contemplated in this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties with respect to the Escrow Funds, the Escrow Documents and the Escrow Agent’s obligations in respect thereof. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement and the applicable provisions of the Sale Agreement. The parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement. If there is any conflict or inconsistency between the provisions of this Agreement and the provisions of the Sale Agreement, which cannot be resolved by both provisions being complied with, the provisions of this Agreement will prevail to the extent of such conflict.

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ENUREMENT AND ASSIGNMENT

This Agreement becomes effective when executed by all of the parties. After that time, it will be binding upon and enure to the benefit of the parties and their respective successors, legal representatives and permitted assigns. Neither this Agreement nor any of the rights or obligations under this Agreement, including any right to payment, may be assigned or transferred, in whole or in part, by any Party without the prior written consent of the other parties.

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SEVERABILITY

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.

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WAIVER

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party's failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right it may have.

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FURTHER ASSURANCES

On or after the date of this Agreement, Vendor and Purchaser shall execute and deliver such documents and take all such action as the other or the Escrow Agent may request from time to time in order to carry out the intent and purpose of this Agreement and to establish and protect the rights, interests and remedies intended to be created in favour of the Escrow Agent.

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EXPENSES

Vendor and Purchaser will each pay for its own expenses incurred in connection with this Agreement and the transactions contemplated by it.

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EXPENSES AND LIABILITIES OF VENDOR AND PURCHASER

Nothing in this Agreement or its execution, delivery or performance (i) derogates from, or modifies in any respect, any of the provisions of the Sale Agreement, or (ii) directly or indirectly limits any liabilities of Vendor and Purchaser to the other under the Sale Agreement.

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TIME

Time is of the essence in this Agreement.

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GOVERNING LAW

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

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COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission of an executed signature page by facsimile, e-mail or other electronic means is as effective as a manually executed counterpart of this Agreement.

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

[VENDOR NAME REDACTED]

By: Name: Title:

TUKTU RESOURCES LTD.

By:

Name: Title:

ODYSSEY TRUST COMPANY

By:

Name: Title:

[ Closing Escrow Agreement Signature Page ]

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EXHIBIT A CLOSING JOINT INSTRUCTION

TO: ODYSSEY TRUST COMPANY

You are hereby irrevocably authorized and directed to deliver the Escrow Funds to:

By [bank draft] OR [certified cheque] OR [wire transfer] of immediately available funds to the following:

[Account holder]

c/o [Name of financial institution]

[Address]

Transit #: , Swift Code:  Bank Code:  Account #: 

and to inform the financial institution that [name of Party receiving Escrow Funds] is the beneficiary of the Escrow Funds and this is your good and sufficient authority for doing so.

You are hereby further authorized and directed to [ deliver the Escrow Documents to Vendor/Purchaser ] OR [ destroy the Escrow Documents ] and this is your good and sufficient authority for doing so.

This is the Closing Joint Instruction contemplated in the Escrow Agreement dated [], 2023 between [Vendor name redacted], Tuktu Resources Ltd. and Odyssey Trust Company. Capitalized terms in this Closing Joint Instruction have the meaning ascribed to such terms in such Escrow Agreement.

DATED effective [].

[VENDOR NAME REDACTED]

By: Name: Title:

TUKTU RESOURCES LTD.

By: Name: Title:

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SCHEDULE J TO A PURCHASE AND SALE AGREEMENT DATED OCTOBER 17, 2023 BETWEEN TUKTU RESOURCES LTD. AND [VENDOR NAME REDACTED]

FORM OF ELECTRONIC SIGNATURE AGREEMENT

THIS AGREEMENT dated October17, 2023.

BETWEEN

[VENDOR NAME REDACTED] , a body corporate amalgamated pursuant to the laws of the Province of Alberta, having an office in the City of Calgary, in the Province of Alberta (“ Vendor ”)

and -

TUKTU RESOURCES LTD. , a body corporate incorporated pursuant to the laws of the Province of Alberta, having an office in the City of Calgary, in the Province of Alberta (“ Purchaser ”)

WHEREAS pursuant to the provisions of a Purchase and Sale Agreement dated October 17, 2023 between Vendor and Purchaser (the “ Sale Agreement ”), Vendor agreed to sell and convey to Purchaser, and Purchaser agreed to Purchase and acquire from Vendor, certain Assets, as defined in the Sale Agreement;

AND WHEREAS in connection with the completion of the transaction contemplated by the Sale Agreement, the parties have agreed that all conveyancing documents to be delivered and/or executed in connection with the Sale Agreement and the transaction contemplated within (the “ Conveyance Documents ”), will be executed by use of electronic signatures (the “ Electronic Signatures ”);

NOW THEREFORE Purchaser and Vendor, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), hereby agree as follows:

All Conveyance Documents to be delivered and/or executed in connection with the Sale Agreement, 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 Signatures Act , RSA 2001, c E-5.5, as amended from time to time, will be executed by use of Electronic Signatures.
The Electronic Signatures of the individuals listed in Exhibit 1 attached hereto and which appear on any Conveyance Documents are 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 will be of the same legal effect, validity or enforceability as a manually executed signature.
The parties will receive and use the Electronic Signatures solely for the purpose of embedding the same into the Conveyance Documents and for no other purpose whatsoever.
Upon request by the party providing a signature, the other party will destroy all copies of such signature on all devices, written documentation, electronic data or other physical form, other than copies of such signature as are embedded into the Conveyance Documents at the date

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such request is made. A party’s computer systems may automatically back-up the Electronic Signatures. To the extent that such computer back-up procedures create copies of the Electronic Signatures, a party may retain such copies in its archival or back-up computer storage for the period it normally archives backed-up computer records, which copies shall be subject to the provisions of this Agreement until the same are destroyed, and shall not be accessed by such party during such period other than as might be required by this Agreement. Notwithstanding the destruction of the Electronic Signatures, the parties will continue to be bound by the obligations of confidentiality and all other obligations hereunder during the term of this Agreement.

This Agreement shall terminate thirty (30) days after the Final Closing Date, as defined in the Sale Agreement.

This Agreement may be executed by pdf, email or other electronic means and in counterparts, when so executed and delivered all counterparts together will constitute a fully executed agreement.

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EXHIBIT 1

IN WITNESS WHEREOF the parties have executed this Agreement effective as of the date and year first written above.

[VENDOR NAME REDACTED]

By:

Name: Title:

TUKTU RESOURCES LTD.

By: Name: Title:

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Schedule K TO A PURCHASE AND SALE AGREEMENT DATED OCTOBER 17, 2023 BETWEEN TUKTU RESOURCES LTD. AND [VENDOR NAME REDACTED]

INTEREST RATE CALCULATION

[Interest Rate Calculation tables redacted]

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AI assistant

Tuktu Resources Ltd. — M&A Activity 2023

44385_rns_2023-10-19_4c468ac7-c115-4166-b8cb-055bd85b9725.pdf

PURCHASE AND SALE AGREEMENT

BETWEEN

[VENDOR NAME REDACTED]

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION

ARTICLE 6 CONDITIONS OF ESCROW CLOSING

ARTICLE 7 REPRESENTATIONS AND WARRANTIES

ARTICLE 9 DUE DILIGENCE REVIEW

ARTICLE 10 RIGHTS OF FIRST REFUSAL

ARTICLE 11 MAINTENANCE OF BUSINESS

ARTICLE 12

DEFICIENT PIPELINE RECORDS

ARTICLE 13 INDEPENDENT CONTRACTS

ARTICLE 14 GENERAL

1.1 Definitions

(llll) “ Title and Operating Documents ” means:

1.2 Interpretation

1.3 Interpretation If Final Closing Does Not Occur

1.4 Schedules

1.5 Knowledge or Awareness

ARTICLE 2 PURCHASE AND SALE

2.1 Purchase and Sale

2.2 Purchase Price

2.3 Allocation of Base Price

2.4 Deposit

2.5 Closing Escrow Amount

2.6 GST

2.7 Abandonment and Reclamation Obligations

ARTICLE 3 CLOSING

3.1 Closing

3.2 Transfer and Possession of Assets

3.3 Deliveries at Escrow Closing

3.4 Delivery of Documents

3.5 Specific Conveyances

3.6 Included Seismic Data

ARTICLE 4 CLOSING INTO ESCROW

4.1 Closing into Escrow

ARTICLE 5 ADJUSTMENTS

5.1 Costs and Revenues to be Apportioned

5.2 Adjustments to Account

5.3 Settlement of Disputes

5.4 Post-Closing Accounting

ARTICLE 6 CONDITIONS OF ESCROW CLOSING

6.1 Purchaser’s Conditions

6.2 Vendor’s Conditions

6.3 Efforts to Fulfill Conditions Precedent

6.4 Officer’s Certificates Generally

ARTICLE 7 REPRESENTATIONS AND WARRANTIES

7.1 Representations and Warranties of Vendor

(o) Assessments: To Vendor’s knowledge,

(q) Operations:

(t) Environmental Matters: Vendor has not received:

7.2 Negation of Other Representations and Warranties

7.3 Acknowledgements

7.4 Representations and Warranties of Purchaser

7.5 Survival

ARTICLE 8 INDEMNITIES FOR REPRESENTATIONS AND WARRANTIES

8.1 Vendor’s Indemnities for Representations and Warranties

8.2 Purchaser’s Indemnities for Representations and Warranties

8.3 Limitations

8.4 Limitations on Responsibility

8.5 Assumption

8.6 Environmental Matters and Abandonment and Reclamation Obligations

8.7 Indemnification Procedure – Third Party Claims

8.8 Allocation of Indemnity Payments

ARTICLE 9 DUE DILIGENCE REVIEW

9.1 Purchaser’s Review

9.2 Securities Act Disclosure

9.3 Production of Documents and Access

9.4 No Adjustments

ARTICLE 10 RIGHTS OF FIRST REFUSAL

10.1 Rights of First Refusal

ARTICLE 11 MAINTENANCE OF BUSINESS

11.1 Operations

11.2 Administration of Assets

11.3 Material Commitments

11.4 Post-Closing Maintenance of Assets

Tuktu Resources Ltd. M&A Activity 2023