A copy of this preliminary short form prospectus has been filed with the securities regulatory authorities in each of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia, New Brunswick and Prince Edward Island but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws. Accordingly, these securities may not be offered or sold within the United States except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States of America. See "Plan of Distribution" in this Prospectus.

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporation (as defined herein) at the Corporation's head office, Suite 1530, 715 – 5th Avenue S.W., Calgary, Alberta, T2P 2X6, telephone 403 262-9558 and are also available electronically at www.sedar.com.

PRELIMINARY SHORT FORM PROSPECTUS

$15,000,224.00

5,905,600 FLOW-THROUGH SHARES

$2.54 PER FLOW-THROUGH SHARE

This short form prospectus (the "Prospectus") qualifies the distribution (the "Offering") of 5,905,600 common shares of Yangarra Resources Ltd. ("Yangarra" or the "Corporation") issued as "flow-through shares" (the "Flow-Through Shares") within the meaning of the Income Tax Act (Canada) (collectively, with the regulations thereunder, the "Tax Act") at a price of $2.54 per Flow-Through Share (the "Offering Price") for gross proceeds of $15,000,224.00. The Flow-Through Shares are being issued and sold pursuant to an underwriting agreement dated effective March 6, 2023 (the "Underwriting Agreement") among the Corporation and ATB Capital Markets Inc. and CIBC World Markets Inc., as co-lead underwriters and joint book-runners (collectively, the "Lead Underwriters"), together with Raymond James Ltd., Acumen Capital Finance Partners Limited, Canaccord Genuity Corp. and Paradigm Capital Inc. (collectively, with the Lead Underwriters, the "Underwriters"). The terms of the Offering, including the Offering Price and Re-Offer Price (as defined below), were determined based on arm's length negotiations between the Corporation and the Lead Underwriters with reference to the prevailing market prices of the issued and outstanding common shares of the

New Issue March 10, 2023

Corporation (the "Common Shares"). The Flow-Through Shares will be offered in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia, New Brunswick and Prince Edward Island (the "Offering Jurisdictions"). See "Description of Securities Being Distributed" and "Plan of Distribution" in this Prospectus.

The Corporation will incur "Canadian development expenses" ("CDE") as defined in the Tax Act, on or before December 31, 2023, so as to enable the Corporation to renounce, effective on or before December 31, 2023, in favour of the purchasers of Flow-Through Shares, an amount equal to the gross proceeds raised from the issuance of Flow-Through Shares. See "Description of Securities Being Distributed - Flow-Through Shares - Renunciation of CDE" and "Certain Canadian Federal Income Tax Considerations" in this Prospectus. The 2022 Canadian federal budget eliminated the ability to issue flow-through shares in respect of oil, gas and coal activities by disqualifying expenditures incurred in respect of such activities from renunciation. This restriction is applicable to CDE renounced under offering agreements entered into after March 31, 2023. As such, the Corporation will not be able to issue Flow-Through Shares after that date.

The Corporation understands that purchasers of Flow-Through Shares may subsequently choose to dispose of some or all of the Flow-Through Shares in subsequent transactions (each, a "Follow-On Transaction"), including by: (a) donating such Flow-Through Shares to registered charitable organizations who may in turn choose to sell such Flow-Through Shares to purchasers arranged by the Underwriters at a price of $2.06 per Flow-Through Share (the "Re-Offer Price"); or (b) selling such Flow-Through Shares (which may include Over-Allotment Shares (as defined below)) to purchasers arranged by the Underwriters at the Re-Offer Price (such shares, whether issued under the Over-Allotment Option (as defined below) or not, being disposed of being referred to herein as the "Redistributed Shares"). The Redistributed Shares will not qualify as "flow-through shares" for a registered charity or subsequent purchaser and consequently the Corporation will only renounce CDE to the original purchaser of the Flow-Through Shares. This Prospectus qualifies the distribution of the Flow-Through Shares as well as the distribution of the Redistributed Shares. Unless otherwise noted, references to "Offered Shares" in this Prospectus shall mean the Flow-Through Shares, Over-Allotment Shares and the Redistributed Shares, as applicable.

The Common Shares are listed and posted for trading on the Toronto Stock Exchange (the "TSX") under the trading symbol "YGR". On March 6, 2023, the last full trading day prior to the announcement of the Offering, the closing price per Common Share on the TSX was $2.38. On March 9, 2023, the last full trading day prior to the date of this Prospectus, the closing price per Common Share on the TSX was $2.09. The Corporation has applied to list the Offered Shares on the TSX. Listing is subject to the approval of the TSX in accordance with its applicable listing requirements.

Price: $2.54 per Flow-Through Share

	Price to the Public	Underwriters' Fee(1)(5)	Net Proceeds to theCorporation(1)(5)
Per Flow-Through Share	$2.54	$0.14655(2)	$2.3934(2)(3)
Total Offering(2)	$15,000,224.00(1)	$865,483.64(2)	$14,134,740.36(2)(3)

Notes:

(1) Assuming no exercise of the Over-Allotment Option.

(2) In consideration for the services rendered by the Underwriters in connection with the Offering, the Corporation has agreed to pay the Underwriters a fee equal 6.0% in respect of the gross proceeds from the sale of 5,452,453 Flow-Through Shares and 3.0% in respect of the gross proceeds from the sale of 453,147 of the Flow-Through Shares (collectively, the "Underwriters' Fee) and in respect of the OverAllotment Option, a cash commission equal to 6.0% of the gross proceeds from the Over-Allotment Shares sold, subject to a reduced cash fee equal to 3.0% of the gross proceeds from Over-Allotment Shares sold by the Underwriters to certain purchasers designated by the Corporation to the Underwriters on the president's list (the "President's List"). See "Plan of Distribution" in this Prospectus and the table below.

(3) After deducting the Underwriters' Fee, but before deducting expenses relating to the Offering, including listing fees and reasonable expenses of the Underwriters incurred in connection with the Offering, estimated to be approximately $300,000.00, which, together with the Underwriters' Fee, will be paid by the Corporation. See "Plan of Distribution" in this Prospectus.
(4) The Corporation has granted the Underwriters an over-allotment option (the "Over-Allotment Option"), exercisable in whole or in part in the sole discretion of the Underwriters at any time, and from time to time, up to 30 days from and including the Closing Date (as defined herein), to purchase up to an additional 885,840 Flow-Through Shares (the "Over-Allotment Shares"), at the Offering Price, on the same terms and conditions as the Offering, to cover over-allocations, if any, and for market stabilization purposes. This Prospectus qualifies the distribution of the grant of the Over-Allotment Option and the issuance of the Over-Allotment Shares. A person who acquires securities forming any part of the Underwriters' over-allocation position, if applicable, acquires those securities under this Prospectus regardless of whether the Underwriters' over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases; provided, however, that the Underwriters have agreed not to fill any over-allocation position through secondary market purchases, as such Common Shares purchased in the secondary market would not be Flow-Through Shares. If the Over-Allotment Option is exercised in full, the total "Price to the Public", "Underwriters' Fee" and "Net Proceeds to the Corporation" (before payment of the expenses of the Offering) will be $17,250,257.60, $1,000,485.65 and $16,249,771.95 respectively. See "Plan of Distribution" in this Prospectus and the table below.
(5) Columns may not total due to rounding.

The following table sets out the number of Over-Allotment Shares that may be issued by the Corporation in connection with the Over-Allotment Option:

Underwriters' Position	Maximum Size orNumber	Exercise Period	Price
Over-Allotment Option	885,840 Over-AllotmentShares	Exercisable at any time upto 30 days after theClosing Date	$2.54 per Over-AllotmentShare

Unless the context otherwise requires, all references to the "Offering" and the "Flow-Through Shares", in this Prospectus shall include the Over-Allotment Option and the Over-Allotment Shares, respectively.

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

An investment in the securities of the Corporation, including the Offered Shares, is highly speculative and involves a high degree of risk, and should only be made by persons who can afford the total loss of their investment. The risk factors included or incorporated by reference in this Prospectus should be carefully reviewed and considered by purchasers in connection with an investment in the securities of the Corporation, including the Offered Shares. See "Notice Regarding Forward-Looking Statements" and "Risk Factors" in this Prospectus, "Risk Factors" and "Forward Looking Statements" in the AIF (as defined herein) and "Forward-Looking Statements" in the Annual MD&A (as defined herein). Each of the AIF and the Annual MD&A is available electronically on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com and is incorporated by reference herein.

The Underwriters, as principals, conditionally offer the Flow-Through Shares, subject to prior sale, if, as and when issued by the Corporation and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under "Plan of Distribution" in this Prospectus and subject to the approval of certain legal matters on behalf of the Corporation by Dentons Canada LLP and on behalf of the Underwriters by Burnet, Duckworth & Palmer LLP.

Subscriptions for the Flow-Through Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is anticipated that the Flow-Through Shares will be delivered under the book-based system through CDS Clearing and Depository Services Inc. ("CDS") or its nominee and deposited in registered or electronic form with CDS on the closing of the Offering, which is expected to be on March 27, 2023, or such other date as may be agreed upon by the Corporation and the Underwriters, but in any event not later than March 31, 2023 (the "Closing Date"). Except in limited circumstances, a purchaser of Flow-Through Shares will receive only a customer confirmation from the Underwriters or other registered dealer who is a CDS participant from or through which a beneficial interest in the Flow-Through Shares is purchased. See "Plan of Distribution" in this Prospectus.

Each of ATB Capital Markets Inc. and CIBC World Markets Inc. is, directly or indirectly, a subsidiary or an affiliate of a lender under the Credit Facility (as defined herein) and to which Yangarra is currently indebted. Accordingly, pursuant to applicable securities legislation, the Corporation may be considered a "connected issuer" of such Underwriters. See "Relationship Among the Corporation and Certain Underwriters".

The head office and registered office of the Corporation is located at Suite 1530, 715 – 5th Avenue S.W., Calgary, Alberta, T2P 2X6.

NOTICE TO INVESTORS 2
NOTICE REGARDING FORWARD-LOOKING STATEMENTS 2
CURRENCY PRESENTATION 5
DOCUMENTS INCORPORATED BY REFERENCE 5
MARKETING MATERIALS 6
THE CORPORATION 6
CONSOLIDATED CAPITALIZATION 7
DESCRIPTION OF SECURITIES BEING DISTRIBUTED 8
PRIOR SALES 9
USE OF PROCEEDS 10
PLAN OF DISTRIBUTION 11
SUBSCRIPTION FOR FLOW-THROUGH SHARES 13
ELIGIBILITY FOR INVESTMENT 16
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS 17
RISK FACTORS 20
RELATIONSHIP AMONG THE CORPORATION AND CERTAIN UNDERWRITERS 22
AUDITORS, TRANSFER AGENT AND REGISTRAR 23
LEGAL MATTERS 23
INTERESTS OF EXPERTS 23
LEGAL PROCEEDINGS AND REGULATORY ACTIONS 23
PURCHASERS' STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION 24
CERTIFICATE OF THE CORPORATION C-1
CERTIFICATE OF THE UNDERWRITERS C-2

NOTICE TO INVESTORS

A prospective investor should read this entire Prospectus and the documents incorporated by reference herein.

Readers should rely only on the information contained in this Prospectus (including the documents incorporated by reference) and should not rely on some parts of the Prospectus to the exclusion of others. The Corporation has not, and the Underwriters have not, authorized any other person to provide investors with additional or different information. If anyone provides you with additional, different or inconsistent information, including information or statements in articles about the Corporation or through other forms of media, readers should not rely on it. The Corporation is not, and the Underwriters are not, offering the Offered Shares in any jurisdiction in which the Offering is not permitted.

Information contained in this Prospectus should not be construed as legal, tax or financial advice and readers are urged to consult their own professional advisors in connection therewith.

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus and the documents incorporated by reference herein contain certain statements which contain "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation (each a "forward-looking statement"). No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this Prospectus should not be unduly relied upon. Forward-looking information is by its nature prospective and requires the Corporation to make certain assumptions and is subject to inherent risks and uncertainties. All statements other than statements of historical fact are forwardlooking statements. The use of any of the words "anticipate", "plan", "contemplate", "continue", "estimate", "expect", "intend", "propose", "might", "may", "will", "shall", "should", "could", "would", "believe", "potential", "budget" and similar expressions are intended to identify forward-looking statements. Statements relating to "reserves" or "resources" are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions that the reserves and resources described can be profitably produced in the future. Forward-looking statements used herein include, among others, statements pertaining to:

the completion of the Offering and the timing thereof;
the use of proceeds from the Offering;
the expectations relating to the development of the Corporation's Chambers area;
Yangarra's expectations with respect to drilling activity in 2023 and associated costs thereof;
the timing of renunciation of CDE and amount thereof;
the listing of the Offered Shares on the TSX;
the market for Common Shares, the unpredictability and volatility of the oil and gas industry and the market price of the Common Shares;
certain statements relating to "flow-through" shares as defined in the Tax Act, and the tax considerations relating thereto;
the terms and conditions of the Flow-Through Share Subscription Agreements and other matters in connection therewith; and
other forward-looking statements listed under the headings "Forward Looking Statements" in the AIF and "Forward-Looking Statements" in the Annual MD&A, each of which is incorporated by reference in this Prospectus.

The forward-looking statements within this Prospectus, including the documents incorporated by reference herein, are based on certain key expectations and assumptions made by the Corporation, including expectations and assumptions relating to the prevailing commodity prices and exchange rates, applicable royalty rates and tax laws, future well production rates, the performance of existing wells, the success of drilling new wells, the availability of capital to undertake planned activities and the availability and cost of labour and services.

Although the Corporation believes that the expectations reflected in the forward-looking statements and information in this Prospectus, including the documents incorporated by reference herein, are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. A number of factors could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking statements in this Prospectus (including the documents incorporated by reference), including, but not limited to, the following material factors:

weakness in the oil and natural gas industry;
market prices of oil and natural gas;
differentials;
fluctuation in the supply and demand for oil and natural gas;
exploration, development and production risks;
operational risk and liabilities inherent in oil and natural gas operations;
competition for, among other things, capital acquisitions of reserves, undeveloped lands and skilled personnel;
incorrect assessments of the value of acquisitions;
our ability to market our oil and natural gas;
geological, technical, drilling and processing problems;
fluctuation in foreign exchange or interest rates;
stock market volatility;
environmental and climate change risks;
inflation and cost management;
the Corporation's inability to access sufficient capital from internal and external resources;
changes in general economic, market and business conditions;
uncertainties and changes in royalty regimes;
the accuracy of oil and gas reserves estimates and estimated production levels as they are affected by exploration and development drilling and estimated decline rates;
the uncertainties in regard to the timing and results of our exploration and development programs;
fluctuations in the costs of borrowing;
political or economic developments;
Yangarra's ability to obtain regulatory and other third party approvals;
the occurrence of unexpected events;
the results of litigation or regulatory proceedings that may be brought against us;
changes in income tax laws or changes in tax laws and incentive programs relating to the oil and gas industry;
cyber-security issues; and
other factors discussed under the heading "Risk Factors" in this Prospectus.

Such factors are discussed in more detail under the heading "Risk Factors" in each of this Prospectus and the AIF and throughout the Annual MD&A. Each of the AIF and the Annual MD&A is available electronically on SEDAR at www.sedar.com and is incorporated by reference herein. New factors may emerge from time to time, and it is not possible for management to predict all of those factors or to assess in advance the impact of each such factor on the Corporation's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

Readers are cautioned that the foregoing list is not exhaustive. Statements relating to "reserves" or "resources" are deemed to be forward-looking statements, as they involve the implied assessment, based on estimates and assumptions, that the reserves and resources described can be profitably produced in the future. The forward-looking statements contained in this Prospectus are expressly qualified by the foregoing cautionary statements and are made as of the date of this Prospectus. Except as may be required by applicable securities laws, neither the Corporation nor the Underwriters are under any duty to update any of the forward-looking statements after the date of Prospectus to conform such statements to actual results or to changes in the Corporation's expectations, and the Corporation does not undertake any obligation to publicly update or revise any forward-looking statement to reflect events or circumstances after the date of this Prospectus or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise. Readers should read this Prospectus and consult their own professional advisors to ascertain and assess the income tax and legal risks and other aspects of their investment in the Offered Shares.

Certain statements included in this Prospectus may be considered "financial outlook" or "FOFI" for purposes of applicable securities laws, all of which are subject to the same assumptions, risk factors, limitations and qualifications as set forth in the above paragraphs. The actual results of operations of the Corporation and the resulting financial results will likely vary from the amounts set forth in this Prospectus and such variation may be material. The Corporation and its management believe that the FOFI has been prepared on a reasonable basis, reflecting management's best estimates and judgements. However, because this information is subjective and subject to numerous risks, it should not be relied on as necessarily indicative of future results. FOFI contained in this Prospectus was made as of the date of this Prospectus and was provided for the purpose of providing further information about the Corporation's anticipated future business operations. Readers are cautioned that the FOFI contained in this Prospectus should not be used for purposes other than for which it is disclosed herein.

CURRENCY PRESENTATION

Unless otherwise indicated, all references to monetary amounts in this Prospectus are denominated in Canadian dollars. Unless otherwise indicated, all references to "$" and "dollars" in this Prospectus refer to Canadian dollars.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar regulatory authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporation at the Corporation's head office, Suite 1530, 715 – 5th Avenue S.W., Calgary, Alberta, T2P 2X6, telephone 403-262-9558 and are also available electronically under our profile on SEDAR at www.sedar.com.

Except to the extent that their contents are modified or superseded by a statement contained in this Prospectus or in any other subsequently filed document that is also incorporated by reference in this Prospectus, the following documents of the Corporation filed with the securities commissions or similar regulatory authorities in Canada, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a) the annual information form of the Corporation for the year ended December 31, 2022, dated March 1, 2023 (the "AIF");
(b) the management information circular of the Corporation dated March 14, 2022 relating to the annual and special meeting of the shareholders of the Corporation held on April 28, 2022;
(c) the audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2022 and 2021, together with the notes thereto and the auditors' report thereon;
(d) management's discussion and analysis of the Corporation for the year ended December 31, 2022 (the "Annual MD&A"); and
(e) the "template version" (as such term is defined in National Instrument 44-101 Short Form Prospectus Distributions) of the term sheet dated March 6, 2023 in connection with the Offering (the "Term Sheet").

Any documents of the type required by National Instrument 44-101 — Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus, including those types of documents referred to above and press releases issued by the Corporation specifically referencing incorporation by reference into this Prospectus, if filed by the Corporation with the provincial securities commissions or similar authorities in Canada after the date of this Prospectus and before the distribution of the securities being qualified hereunder, are deemed to be incorporated by reference in this Prospectus.

Documents referenced in any of the documents incorporated by reference in this Prospectus but not expressly incorporated by reference therein or herein and not otherwise required to be incorporated by reference therein or in this Prospectus are not incorporated by reference in this Prospectus.

Notwithstanding anything herein to the contrary, any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for the purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document or statement which it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

MARKETING MATERIALS

The Term Sheet does not form part of this Prospectus to the extent that the contents of the Term Sheet have been modified or superseded by a statement contained in this Prospectus.

Any "template version" of "marketing materials" (each as defined in National Instrument 41-101 — General Prospectus Requirements) filed after the date of this Prospectus and before the termination of the distribution under the Offering (including any amendments to, or an amended version of, the Term Sheet and any template version of any marketing materials) are deemed to be incorporated by reference into this Prospectus.

THE CORPORATION

General

The Corporation was formed on May 1, 2010 as a result of an amalgamation under the Business Corporations Act (Alberta) (the "ABCA") between the Corporation and its wholly-owned subsidiary, Athabaska Energy Ltd. ("Athabaska"). The Corporation's predecessor entity, also called Yangarra Resources Ltd., was formed on November 9, 2005 as a result of an amalgamation under the ABCA between TriOil Ltd. ("TriOil") and Yangarra Resources Inc. ("Yangarra Predecessor"). Effective December 31, 2009, Yangarra Predecessor acquired all of the issued and outstanding shares of Athabaska.

On May 30, 2014, the Corporation filed articles of amendment to effect a consolidation of Common Shares on a three old common shares for one new Common Share (3:1) basis.

TriOil was incorporated under the ABCA under the name "1000863 Alberta Ltd." and changed its name to "TriOil Ltd." and amended its share capital to add first and second preferred shares on September 26, 2002. TriOil amended its articles to remove its "private company" restrictions on November 13, 2002. Effective on August 13, 2004, TriOil amalgamated with Entrada Energy Inc. and continued to operate under the name "TriOil Ltd."

Yangarra Predecessor was incorporated under the ABCA under the name "324220 Alberta Ltd." and changed its name to "Ayrex Resources Ltd." on August 20, 1985. Yangarra Predecessor consolidated its share capital on a four for one (4:1) basis on May 6, 2003 and changed its name to "Yangarra Resources Inc." on June 16, 2003. Yangarra Predecessor amended and registered its restated articles to include an unlimited number of common shares and preferred shares on April 30, 2004.

The Corporation's head office and registered office is located at Suite 1530, 715 – 5th Avenue S.W., Calgary, Alberta, T2P 2X6 . The Corporation has two wholly-owned subsidiaries: Yangarra Resources Corp. and Yangarra Holding Corp., each incorporated under the ABCA and Yangarra Production Partnership, formed under the Partnership Act (Alberta).

Business of the Corporation

Yangarra is a growth-oriented, exploration-focused oil and natural gas company. The Corporation is involved in the production, exploration and development of resource properties in Central Alberta.

For more information concerning the Corporation, including information with respect to its assets, operations and history, see "Description of the Business" in the AIF.

CONSOLIDATED CAPITALIZATION

The Corporation's $180 million syndicated credit facility (the "Credit Facility") is comprised of a $155 million extendable revolving term credit facility and a $25 million operating facility. The Credit Facility has a maturity date of November 30, 2023.

As at December 31, 2022, the Corporation had approximately an aggregate $139,405,000 drawn under the Credit Facility. As at March 9, 2023, the aggregate amount drawn by the Corporation under the Credit Facility was approximately $149,008,000.

The following table sets forth information regarding the share capital of the Corporation as at December 31, 2022, before and after giving effect to the Offering. The information in this table should be read in conjunction with the Corporation's financial statements which are incorporated by reference in this Prospectus.

Designation	Outstanding as atDecember 31, 2022before giving effectto the Offering	Outstanding as atDecember 31, 2022after giving effect tothe Offering(1)	Outstanding as atDecember 31, 2022after giving effect tothe Offering and theexercise in full of theOver- AllotmentOption(2)
Common Shares (3)	$179,688,000	$190,688,681	$192,377,510
	(87,984,394 Common	(93,889,994 Common	(94,775,834 Common
	Shares)	Shares)	Shares)

Notes:

(1) After deducting the estimated costs of the Offering of $300,000, the Underwriters' Fee of $865,483.64, and the flow-through premium of $2,834,688 ($2.54/share - $2.06/share multiplied by number of Flow-Through Shares to be issued).

(2) After deducting the estimated costs of the Offering of $300,000 and the Underwriters' Fee of $1,000,485.65 and the flow-through premium of $3,259,891 ($2.54/share - $2.06/share multiplied by number of Flow-Through Shares to be issued).

(3) Does not include any Common Shares issuable on exercise of an aggregate of 7,778,840 options of the Corporation pursuant to its stock option plan as at December 31, 2022.

Authorized Capital

The authorized capital of the Corporation consists of an unlimited number of Common Shares, without nominal or par value, an unlimited number of first preferred shares (the "First Preferred Shares"), and an unlimited number of second preferred shares (the "Second Preferred Shares" and with the First Preferred Shares, the "Preferred Shares"). As at March 9, 2023, there were 87,984,394 Common Shares and nil Preferred Shares issued and outstanding.

Common Shares

Holders of Common Shares are entitled to: (a) one vote per Common Share at all meetings of shareholders of the Corporation; (b) receive dividends if, as and when declared by the board of directors of the Corporation, as a class equally with the holders of the Preferred Shares, subject to prior satisfaction of all preferential rights to dividends attached to all shares of other classes ranking in priority to the Common Shares in respect of dividends; and (c) in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or any other distribution of its assets for the purpose of winding up its affairs, subject to prior satisfaction of all preferential rights to return of capital on dissolution attached to all shares of other classes of shares of the Corporation ranking in priority to the Common Shares in respect of return of capital on dissolution, share rateably, together with the holders of Preferred Shares and of shares of any other class of the Corporation ranking equally with the Common Shares in respect of return of capital on dissolution, in such assets of the Corporation as are available for distribution.

Flow-Through Shares — Renunciation of CDE

The Flow-Through Shares will be Common Shares issued as "flow-through shares" as that term is defined under subsection 66(15) of the Tax Act and, except as a consequence of an agreement to which the Corporation is not a party and of which it has no knowledge, should not be "prescribed shares" as defined in the regulations to the Tax Act. Pursuant to the Flow-Through Share Subscription Agreements (as defined herein), the Corporation will incur sufficient CDE, on or before December 31, 2023, so as to enable the Corporation to renounce, effective on or before December 31, 2023, in favour of the purchasers of Flow-Through Shares, an amount equal to the gross proceeds raised from the Offering of Flow-Through Shares (the "Flow-Through Funds"). There is no guarantee that an amount equal to the Flow-Through Funds will be expended by the Corporation as indicated.

If the Corporation is unable to renounce, effective on or before December 31, 2023, an amount equal to the aggregate gross subscription proceeds for the issuance of the Flow-Through Shares (the "Commitment Amount"), in accordance with the Flow-Through Share Subscription Agreements, or if there is a reduction in such amount renounced pursuant to the provisions of the Tax Act, the amount of deductions that purchasers will be able to claim for income tax purposes will be correspondingly reduced. Under the Flow-Through Share Subscription Agreements, the Corporation agrees to indemnify a purchaser as to, and pay in settlement therefor to the purchaser, an amount equal to the amount of any tax payable under the Tax Act (and under any corresponding provincial legislation) by the purchaser as a consequence of such failure or reduction. See "Certain Canadian Federal Income Tax Considerations" in this Prospectus. The Flow-Through Share Subscription Agreements will contain additional representations, warranties, covenants and agreements by the Corporation in favour of the purchaser of Flow-Through Shares which are consistent with and supplement the Corporation's obligations as described in this Prospectus.

The Flow-Through Share Subscription Agreements will also provide representations, warranties and agreements of the purchaser, and by its purchase of Flow-Through Shares, each purchaser of Flow-Through Shares offered hereunder will be deemed to have represented, warranted and agreed, for the benefit of the Corporation and the Underwriters that: (a) the purchaser, if an individual, is of the full age of majority and otherwise is legally competent to enter into the Flow-Through Share Subscription Agreements; (b) other than as provided herein and in the Flow-Through Share Subscription Agreements, the purchaser waives any right that it may have to any potential incentive grants, credits and similar or like payments or benefits which accrue as a result of the operations relating to CDE and acknowledges that all such grants, credits, payments or benefits accrue to the benefit of the Corporation; (c) the purchaser has received and reviewed a copy of this Prospectus; and (d) the purchaser has not entered into and will not knowingly enter into any agreement or arrangement to which the Corporation is not a party which will cause the Flow-Through Shares to become "prescribed shares" within the meaning of Section 6202.1 of the regulations to the Tax Act.

The Flow-Through Share Subscription Agreements will contain additional representations, warranties and covenants by the purchaser in favor of the Corporation. In addition, each purchaser will acknowledge that the purchaser has been encouraged to and should obtain independent legal and tax advice with respect to such purchaser's subscription of Flow-Through Shares and, accordingly, has been independently advised as to the meanings of all terms contained in the Flow-Through Share Subscription Agreements relevant to the purchaser for the purposes of giving representations, warranties and covenants under the Flow-Through Share Subscription Agreements.

PRIOR SALES

			Issue/
	Number of	Type of Securities	Exercise Price
Date of Issuance	Securities Issued	Issued	($)	Reason for Issuance
3/10/2022	75,000	Common Shares	0.54	Employee Option Exercise
3/21/2022	598,750	Stock Options	2.45	Grant of Employee Stock Options
3/28/2022	150,000	Common Shares	0.54	Employee Option Exercise
3/31/2022	32,500	Stock Options	2.90	Grant of Employee Stock Options
5/20/2022	270,000	Stock Options	3.05	Grant of Employee Stock Options
5/26/2022	50,000	Common Shares	0.52	Employee Option Exercise
6/3/2022	48,800	Common Shares	0.50	Employee Option Exercise
6/6/2022	174,400	Common Shares	0.53	Employee Option Exercise
6/7/2022	401,800	Common Shares	0.74	Employee Option Exercise
6/21/2022	402,779	Common Shares	1.19	Employee Option Exercise
8/5/2022	250,000	Stock Options	2.54	Grant of Employee Stock Options
9/9/2022	140,000	Stock Options	2.48	Grant of Employee Stock Options
9/30/2022	27,500	Stock Options	2.29	Grant of Employee Stock Options
11/30/2022	35,000	Stock Options	2.74	Grant of Employee Stock Options
12/19/2022	33,000	Common Shares	1.09	Employee Option Exercise

Other than as described below, during the 12-month period before the date of this Prospectus, the Corporation has not issued any other Common Shares or securities that are convertible or exchangeable into Common Shares.

TRADING PRICE AND VOLUME

The Common Shares are listed and posted for trading on the TSX under the symbol "YGR". The following table sets forth the reported high and low prices (including intra-day prices) and the total volume of trading of the Common Shares on the TSX for the periods indicated below.

		Low	Volume
	High ($)	($)	(#)
2022
March	2.98	1.87	18,966,410
April	3.16	2.55	8,266,092
May	3.60	2.79	9,919,700
June	4.07	2.65	13,396,104
July	3.16	2.31	9,602,849
August	3.08	2.42	7,570,039
September	2.81	2.07	6,001,361
October	3.05	2.35	6,028,649
November	3.19	2.65	6,871,440
December	3.00	2.60	7,976,875
2023
January	2.80	2.31	3,733,744
February	2.45	2.06	2,647,723
March (1 - 9)	2.41	2.06	3,104,817

On March 6, 2023, being the last day on which the Common Shares traded prior to the public announcement of the Offering, the closing price of the Common Shares on the TSX was $2.38 per Common Share. On March 9, 2023, being the last day on which the Common Shares traded prior to the date of this Prospectus, the closing price of the Common Shares on the TSX was $2.09 per Common Share.

USE OF PROCEEDS

The following table sets forth the anticipated net proceeds to be realized from the Offering:

	Without including theexercise of the OverAllotment Option	Including the fullexercise of the OverAllotment Option
Gross proceeds of the Offering	$15,000,224.00	$17,250,257.60
Underwriters' Fee	($865,483.64)	($1,000,485.65)
Expenses and costs relating to the Offering	($300,000.00)	($300,000.00)
Total estimated net proceeds of the Offering	$13,834,740.36	$15,949,771.95

The Corporation intends to use the net proceeds of the Offering (plus additional cash flow from operations that would equal to the gross proceeds of the Offering) for capital expenditures that qualify as CDE on the Corporation's assets on or before December 31, 2023. In particular, net proceeds of the Offering will primarily be allocated to assist with development of the Corporation's Chambers area and other properties. The Corporation anticipates drilling 33 wells in 2023 at an average drilling cost of $3.5 million per well and expects to incur CDE equal to the gross proceeds of the Offering. The development of the Chambers area is not expected to affect previously disclosed total capital spending or production guidance for the year.

The Corporation intends to spend the funds available to it as stated above, subject to satisfying the CDE expenditure and renunciation commitment in respect of the Flow-Through Shares. However, due to the nature of the oil and natural gas industry, budgets are reviewed regularly in light of the success of expenditures and other opportunities which may become available to the Corporation and there may be circumstances where, for sound business reasons, a reallocation of the net proceeds may be necessary. The actual amount that the Corporation spends in connection with each of the intended uses of proceeds will depend on a number of factors, including those referred to under "Risk Factors" in each of this Prospectus and the AIF and throughout the Annual MD&A.

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement dated effective March 6, 2023 among the Corporation and the Underwriters, the Underwriters have agreed to act as, and the Corporation has agreed to appoint the Underwriters as, the agents of the Corporation to offer 5,905,600 Flow-Through Shares for sale on the Closing Date at the Offering Price, for gross proceeds of $15,000,224.00, provided that if less than 5,905,600 Flow-Through Shares are sold by the Underwriters as agents, the Underwriters have agreed to purchase from the Corporation at the Closing Date that number of Flow-Through Shares that, together with such Flow-Through Shares sold by the Underwriters as agents, aggregates 5,905,600 Flow-Through Shares.

The obligations of the Underwriters under the Underwriting Agreement may be terminated in their discretion on the basis of the "disaster out", "regulatory out", "material change out", "tax out" and "breach out" provisions in the Underwriting Agreement and may also be terminated upon the occurrence of certain other stated events. The Underwriters are, however, obligated to take up and pay for all of the Flow-Through Shares if any of the Flow-Through Shares are purchased under the Underwriting Agreement. The Offering Price and Re-Offer Price were determined by arm's length negotiation between the Corporation and the Lead Underwriters, with reference to the prevailing market price of the Common Shares.

The Corporation has also granted the Underwriters the Over-Allotment Option, exercisable in whole or in part in the sole discretion of the Underwriters for a period of 30 days from and including the Closing Date, to purchase or arrange for purchase up to 885,840 Over-Allotment Shares at the Offering Price, to cover over-allotments, if any, and for market stabilization purposes.

This Prospectus also qualifies the distribution of the grant of the Over-Allotment Option and the distribution of the Over-Allotment Shares to be issued upon exercise of the Over-Allotment Option. A purchaser who acquires securities forming part of the Underwriters' over-allocation position acquires those securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases; provided, however, that the Underwriters have agreed not to fill any overallocation position through secondary market purchases, as such Common Shares purchased in the secondary market would not be Flow-Through Shares.

In consideration for the services provided by the Underwriters in connection with the Offering and pursuant to the terms of the Underwriting Agreement, the Corporation has agreed to pay the Underwriters the Underwriters' Fee, representing a fee equal 6.0% for 5,452,453 of the Flow-Through Shares purchased and 3.0% for 453,147 of the Flow-Through Shares purchased and in respect of the Over-Allotment Option a cash commission equal 6.0% of the Over-Allotment Shares sold, subject to a reduced cash fee equal to 3.0% of the gross proceeds from Over-Allotment Shares sold to President's List purchasers. The total Offering, Underwriters' Fee and net proceeds to the Corporation (before payment of the expenses of the Offering) will be $15,000,224.00, $865,483.64 and $14,134,740.36 ($17,250,257.60, $1,000,485.65 and $16,249,771.95, respectively, if the Over-Allotment Option is exercised in full). Pursuant to the terms of the Underwriting Agreement, the Corporation and Underwriters have agreed that the Corporation will be responsible for all expenses related to the Offering, whether or not the Offering is completed, including: (a) all expenses of or incidental to the creation, issue, sale or distribution of the Offered Shares and the filing of the Prospectus; (b) all other costs and expenses incurred in connection with the preparation of documentation relating to the Offering; and (c) all reasonable disbursements incurred by the Underwriters in connection with the Offering. The Corporation has agreed to indemnify the Underwriters, their affiliates and respective partners, directors, officers and employees against certain liabilities and expenses and to contribute to payments that the Underwriters may be required to make in respect thereof.

The Offered Shares will be offered in the Offering Jurisdictions, through the Underwriters or their affiliates who are registered to offer the Offered Shares for sale in the Offering Jurisdictions and such other registered dealers as may be designated by the Underwriters. The Corporation has applied to list the Offered Shares on the TSX. Listing is subject to the approval of the TSX in accordance with its applicable listing requirements.

Pursuant to the rules and policy statements of certain Canadian securities regulators, the Underwriters may not, throughout the period of distribution under this Prospectus, bid for or purchase Common Shares for their own account or for accounts over which they exercise control or direction. The foregoing restriction is subject to certain exceptions, on the condition that the bid or purchase not be engaged in for the purpose of creating actual or apparent active trading in or raising the price of the Common Shares. These exceptions include a bid or purchase permitted under the Universal Market Integrity Rules for Canadian marketplaces administered by the Investment Industry Regulatory Organization of Canada relating to market stabilization and passive market-making activities and a bid or purchase made for or on behalf of a client where the client's order was not solicited during the period of distribution. Subject to applicable laws and in connection with the Offering, the Underwriters may over-allot or effect transactions in connection with the Offering intended to stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time.

Pursuant to the Underwriting Agreement, the Corporation has also agreed that it will cause each of the directors and executive officers of the Corporation to enter into lock-up agreements in a form satisfactory to the Corporation and the Underwriters, each acting reasonably, to be executed concurrently with the closing of the Offering, pursuant to which each such person agrees to not, for a period ending 90 days following the Closing Date and subject to certain customary exceptions, without the prior written consent of the Lead Underwriters, such consent not to be unreasonably withheld or delayed, directly or indirectly offer, sell, contract to sell, grant any option to purchase, make any short sale or otherwise dispose of, transfer, or announce any intention to do so, any Common Shares, with respect to which each has beneficial ownership or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise.

The Underwriting Agreement contemplates that purchasers of Flow-Through Shares may subsequently choose to dispose of some or all of the Flow-Through Shares in Follow-On Transactions, including by: (a) donating Redistributed Shares to registered charitable organizations who may in turn choose to sell such Redistributed Shares to purchasers arranged by the Underwriters at the Re-Offer Price; or (b) selling Redistributed Shares to purchasers arranged by the Underwriters. The Redistributed Shares will only qualify as "flow-through shares" for purposes of the Tax Act for the original purchaser and will not qualify as "flow-through shares" for a registered charity or any subsequent purchaser and consequently the Corporation will only renounce CDE to the original purchaser of the Flow-Through Shares and Over Allotment Shares. This Prospectus qualifies the issuance of the Flow-Through Shares as well as the subsequent resale of the Redistributed Shares to purchasers in the Offering Jurisdictions on the Closing Date or the closing date for the Over Allotment Option, as applicable, to purchasers arranged by the Underwriters.

Neither the initial distribution of the Flow-Through Shares and Over-Allotment Shares nor any secondary distribution of the Redistributed Shares have been or will be registered under the U.S. Securities Act or any U.S. state securities laws and, subject to registration under the U.S. Securities Act and applicable U.S. state securities laws or certain exemptions therefrom, such shares may not be offered, sold, transferred, delivered or otherwise disposed of, directly or indirectly, within the United States. The Underwriters have agreed that, except as permitted under the Underwriting Agreement, it will not offer, sell, transfer, deliver or otherwise dispose of, directly or indirectly, the Offered Shares at any time within the United States.

The Underwriting Agreement permits the Underwriters, acting through a registered United States broker-dealer affiliates, to offer and resell the Redistributed Shares to "qualified institutional buyers" (as such term in defined in Rule 144A under the U.S. Securities Act) in the United States, provided such offers and sales are made in accordance with Rule 144A under the U.S. Securities Act, and in compliance with similar exemptions under applicable state securities laws. Moreover, the Underwriting Agreement provides that the Offered Shares will only be offered and sold outside the United States in accordance with Rule 903 of Regulation S under the U.S. Securities Act. The Redistributed Shares that are sold in the United States will be restricted securities within the meaning of Rule 144(a)(3) of the U.S. Securities Act and may only be offered, sold or otherwise transferred pursuant to certain exemptions from the registration requirements of the U.S. Securities Act.

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Offered Shares in the United States. In addition, until 40 days after the commencement of the Offering, an offer or sale of the Offered Shares within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from registration under the U.S. Securities Act.

SUBSCRIPTION FOR FLOW-THROUGH SHARES

The Flow-Through Shares will be Common Shares issued as "flow-through shares" under the Tax Act. Subscriptions for the Flow-Through Shares will be made pursuant to one or more subscription and renunciation agreements (collectively, the "Flow-Through Share Subscription Agreements" and each a "Flow-Through Share Subscription Agreement") to be made between the Corporation and the purchasers, but executed by a Lead Underwriter, as agent for, on behalf of and in the name of all purchasers of the Flow-Through Shares. The execution and delivery of a Flow-Through Share Subscription Agreement by the Underwriters or a sub-agent of an Underwriter, as agent on behalf of the purchaser, will bind such purchaser to the terms thereof as if such purchaser had executed the Flow-Through Share Subscription Agreement personally. Each purchaser who places an order to purchase Flow-Through Shares with an Underwriter or any sub-agent of an Underwriter will be deemed to have authorized any of such Underwriters or such sub-agents to execute and deliver, on the purchaser's behalf, the Flow-Through Share Subscription Agreement. The Underwriters acknowledge that they will have the authority to bind a purchaser to the Flow-Through Share Subscription Agreement upon receipt of an order to purchase Flow-Through Shares from the said purchaser.

The Corporation understands that purchasers of Flow-Through Shares may subsequently choose to dispose of some or all of the Flow-Through Shares in Follow-On Transactions, including by: (a) donating Redistributed Shares to registered charitable organizations who may in turn choose to sell such Redistributed Shares to purchasers arranged by the Underwriters at the Re-Offer Price; or (b) selling Redistributed Shares to purchasers arranged by the Underwriters. The Redistributed Shares will only qualify as "flow-through shares" for purposes of the Tax Act for the original purchaser and will not qualify as "flow-through shares" for a registered charity or any subsequent purchaser and consequently the Corporation will only renounce CDE to the original purchaser of the Flow-Through Shares and Over-Allotment Shares. This Prospectus qualifies the issuance of the Flow-Through Shares as well as the subsequent resale of the Redistributed Shares to purchasers in the Offering Jurisdictions on the Closing Date or the closing date for the Over-Allotment Option, as applicable, to purchasers arranged by the Underwriters.

The Flow-Through Share Subscription Agreements will also provide representations, warranties, covenants, certifications, acknowledgments and declarations of the purchaser, and by its purchase of Flow-Through Shares each purchaser of Flow-Through Shares offered under this Prospectus will be deemed to have represented, warranted, acknowledged and agreed, for the benefit of the Corporation and the Underwriter that is signatory thereto that:

(a) the Flow-Through Share Subscription Agreement is subject to acceptance by the Corporation and is effective only upon such acceptance;
(b) the purchaser has received and reviewed a copy of this Prospectus;
(c) neither the purchaser nor any beneficial purchaser for whom it is acting is a non-resident of Canada for the purposes of the Tax Act and in the case where the purchaser is a partnership it is a "Canadian partnership" within the meaning of the Tax Act;
(d) the purchaser, and any beneficial purchaser for whom it is acting, and if the purchaser is a partnership, its members, deal, and at all relevant times will continue to deal, at arm's length with the Corporation for the purposes of the Tax Act;
(e) the purchaser has not entered into and will not knowingly enter into any agreement or arrangement which will cause the Flow-Through Shares to become "prescribed shares" for the purposes of the Tax Act; however, this paragraph shall not apply to the entering into of the Flow-Through Share Subscription Agreement;
(f) if the purchaser chooses to dispose of some or all of the Flow-Through Shares, including by donating any of the Flow-Through Shares to a registered charity or by selling any of the Flow-Through Shares to a purchaser arranged by the Underwriters at the Re-Offer Price, the purchaser acknowledges and confirms that it will obtain independent tax, financial and legal advice from its own advisers with respect to any such Follow-On Transaction, and acknowledges and confirms that it is relying solely on its own advisers and not on the Corporation or its counsel or the Underwriters or any affiliates of an Underwriter or their counsel: (i) regarding any representations and warranties in respect of the tax consequences or potential tax benefits of participating in the Follow-On Transaction; and (ii) to ensure that the Follow-On Transaction does not result in the Flow-Through Shares being "prescribed shares" within the meaning of section 6202.1 of the regulations to the Tax Act, and the purchaser assumes all risk of any such Follow-On Transaction resulting in the Flow-Through Shares being "prescribed shares" within the meaning of section 6202.1 of the regulations to the Tax Act;
(g) the purchaser, if an individual, is of the full age of majority and is otherwise legally competent to enter into the Flow-Through Share Subscription Agreement and take all action pursuant thereto;
(h) if a corporation, the purchaser is a valid and subsisting corporation, it has the necessary corporate capacity and authority to enter into the Flow-Through Share Subscription Agreement and to observe and perform its covenants and obligations thereunder and it has taken all necessary corporate action in respect thereof, or, if it is a partnership, syndicate or other form of unincorporated organization, it has the necessary legal capacity and authority to enter into the Flow-Through Share Subscription Agreement and to observe and perform its covenants and obligations thereunder and, in either case, it has obtained all necessary approvals in respect thereof;
(i) if required by applicable securities legislation, regulation, rule, policy or order of a securities commission or other regulatory authority, the purchaser will execute, deliver, file and otherwise assist the Corporation in filing such reports, undertakings and other documents with respect to the issue of the Flow-Through Shares;
(j) the entering into of the Flow-Through Share Subscription Agreement and the transactions contemplated thereby will not result in a violation of any of the terms and provisions of any law applicable to the purchaser, or, if the purchaser is not a natural person, any of its constating documents, or of any agreement to which the purchaser is a party or by which it is bound;
(k) the purchaser is aware that no securities commission or similar regulatory authority has reviewed or passed on the merits of the Flow-Through Shares and that there are risks associated with the purchase of the Flow-Through Shares;
(l) the purchaser waives any right that the purchaser may have to any potential incentive grants, credits and similar or like payments or benefits which accrue as a result of the operations relating to the expenses qualifying as CDE as contemplated herein and acknowledges that all such grants, credits, payments or benefits accrue to the benefit of the Corporation;
(m) the purchaser is aware that the Flow-Through Shares have not been and will not be registered under the U.S. Securities Act, as amended, or the securities laws of any state and that these securities may not be offered or sold in the United States, and acknowledges that the Corporation has no present intention of filing a registration statement under the U.S. Securities Act in respect of the Flow-Through Shares;
(n) the Flow-Through Shares have not been offered to the purchaser in the United States, and the individuals making the order to purchase the Flow-Through Shares and executing and delivering the Flow-Through Share Subscription Agreement on behalf of the purchaser were not in the United States when the order was placed and the Flow-Through Share Subscription Agreement was executed and delivered;
(o) the purchaser is not a U.S. person (as such term is defined in Regulation S under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. person and any partnership or corporation organized or incorporated under the laws of the United States) and is not acquiring the Flow-Through Shares on behalf of, or for the account or benefit of a person in the United States or a U.S. person;
(p) the purchaser undertakes and agrees that the purchaser will not offer or sell the Flow-Through Shares in the United States unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and further that the purchaser will not resell the Flow-Through Shares except in accordance with the provisions of applicable securities legislation, regulations, rules, policies and orders and stock exchange rules;
(q) no person has made to the purchaser any written or oral representations:
- (i) that any person will resell or repurchase the Flow-Through Shares;
- (ii) that any person will refund the purchase price of the Flow-Through Shares; or
- (iii) as to the future price or value of the Flow-Through Shares;
(r) the covenants, representations and warranties of the purchaser stated or referred to in the Flow-Through Share Subscription Agreement shall be true and correct both as of the execution of the Flow-Through Share Subscription Agreement and as of the closing of securities under the Prospectus if repeated at such time, and will survive the completion of the issuance of the Flow-Through Shares and the completion of the transactions contemplated under the Flow-Through Share Subscription Agreement and the Underwriting Agreement; and
(s) the purchaser acknowledges that it has been encouraged to obtain independent legal, income tax and investment advice with respect to its subscription for the Flow-Through Shares and accordingly, has had the opportunity to acquire an understanding of the meanings of all terms contained in the Flow-Through Share Subscription Agreement relevant to the purchaser for the purposes of giving representations, warranties and covenants thereunder.

Notwithstanding the foregoing, the Corporation may enter into one or more subscription and renunciation agreements for Flow-Through Shares on such other terms as may be agreed to by the Corporation, the Underwriters and the applicable purchaser.

ELIGIBILITY FOR INVESTMENT

In the opinion of Dentons Canada LLP, counsel to the Corporation, and Burnet, Duckworth & Palmer LLP, counsel to the Underwriters, based on the provisions of the Tax Act in force on the date of this Prospectus, the Offered Shares will be a "qualified investment" under the Tax Act for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, registered disability savings plans, tax-free savings accounts (collectively, "Registered Plans") and deferred profit sharing plans ("DPSPs"), all as defined in the Tax Act, provided that, on the date of acquisition of the Offered Shares by the Registered Plan or DPSP, as the case may be, the Offered Shares are listed on a "designated stock exchange" as defined in the Tax Act (which currently includes the TSX) or the Corporation is a "public corporation" (other than a mortgage investment corporation) as defined in the Tax Act.

Notwithstanding that an Offered Share may be a qualified investment for a Registered Plan, if the Offered Share is a "prohibited investment" within the meaning of the Tax Act for the Registered Plan, the annuitant, holder or subscriber, as the case may be (the "Controlling Individual") of the Registered Plan, will be subject to a penalty tax under the Tax Act. The Offered Shares generally will not be a prohibited investment for a Registered Plan provided the Controlling Individual of the Registered Plan: (a) deals at arm's length with the Corporation for the purposes of the Tax Act; and (b) does not have a "significant interest" (as defined in the Tax Act for purposes of the prohibited investment rules) in the Corporation. In addition, the Offered Shares will not be a prohibited investment if such securities are "excluded property" (as defined in the Tax Act for purposes of the prohibited investment rules) for the Registered Plan. Persons who intend to hold Offered Shares in a Registered Plan should consult their own tax advisors in regard to the application of these rules in their particular circumstances.

It is not anticipated that Registered Plans or a DPSP will subscribe for Flow-Through Shares as Registered Plans and DPSPs, or the holders, annuitants, beneficiaries or subscribers of such Registered Plans or DPSPs, as the case may be, would not benefit from the deduction of CDE renounced by the Corporation.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as at the date of this Prospectus, a summary of the principal Canadian federal income tax considerations under the Tax Act generally applicable to a purchaser who acquires Flow-Through Shares from the Corporation as a beneficial owner pursuant to the Offering and who, at all relevant times for purposes of the Tax Act, hold the Flow-Through Shares as capital property, deals at arm's length with the Corporation and the Underwriters, is not affiliated with the Corporation or the Underwriters, and is resident or is deemed to be resident in Canada (a "Resident Holder"). Generally, the Flow-Through Shares will be considered to be capital property to a Resident Holder unless either the Resident Holder holds or uses or is deemed to hold or use such Flow-Through Shares in the course of carrying on a business of buying and selling securities or the purchaser has acquired or has been deemed to acquire the Flow-Through Shares in a transaction or transactions considered to be an adventure in the nature of trade.

This summary is not applicable to a Resident Holder: (a) that is a "principal-business corporation" within the meaning of the Tax Act; (b) whose business includes trading or dealing in rights, licences or privileges to explore for, drill or take minerals, oil, natural gas or other related hydrocarbons; (c) an interest in which constitutes a "tax shelter investment" within the meaning of the Tax Act; (d) that is a "financial institution" as defined in the Tax Act for the purpose of the "mark-to-market" provisions of the Tax Act; (e) that is a partnership or a trust; (f) that is a "specified financial institution" for purposes of the Tax Act; (g) that reports its "Canadian tax results" within the meaning of the Tax Act in a currency other than the Canadian currency; (h) that has entered or will enter into a "derivative forward agreement" or "synthetic disposition arrangement" (each as defined in the Tax Act) in respect of Flow-Through Shares; (i) that is exempt from tax under Part I of the Tax Act; or (j) that has entered or will enter into a "dividend rental arrangement" (as defined in the Tax Act) in respect of Flow-Through Shares. Such Resident Holders should consult their own tax advisors.

In addition, this summary does not address the deductibility of interest by a Resident Holder of Flow-Through Shares that has borrowed money or otherwise incurred debt to acquire Flow-Through Shares pursuant to the Offering.

This summary is based on the current provisions of the Tax Act in force as at the date hereof taking into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Proposed Amendments") and upon counsel's understanding of the current administrative policies and practices of the Canada Revenue Agency ("CRA") published in writing prior to the date hereof. This summary assumes that the Proposed Amendments will be enacted substantially as proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or the CRA's administrative policies or practices, whether by legislative, governmental, administrative or judicial decision or action, nor does it take into account any provincial, territorial or foreign income tax legislation or considerations, which considerations may differ significantly from the Canadian federal income tax considerations discussed in this summary.

This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular Resident Holder of Flow-Through Shares. This summary is not exhaustive of all Canadian federal income tax considerations and in particular does not discuss the tax consequences to purchasers of Redistributed Shares. Accordingly, prospective Resident Holders of Flow-Through Shares or Redistributed Shares should consult their own tax advisors having regard to their own particular circumstances.

This summary assumes that (a) the Corporation will incur CDE in an amount not less than the Commitment Amount, (b) CDE in an amount equal to the Commitment Amount will be renounced to Resident Holders who purchase Flow-Through Shares hereunder with an effective date or dates of no later than December 31, 2023, (c) such CDE will be incurred during a period (the "Expenditure Period") commencing on the Closing Date and ending on the earlier of (i) the date on which the Commitment Amount has been fully incurred in accordance with the terms of the relevant Flow-Through Share Subscription Agreements and (ii) December 31, 2023, and (d) all expenses discussed herein will be reasonable in amount. This summary also assumes that the Corporation will make all filings in respect of the issuance of the Flow-Through Shares and the renunciation of CDE in the manner and within the time required by the Tax Act and that all renunciations will be validly made. In addition, while the Corporation will furnish each Resident Holder of Flow-Through Shares hereunder with information with respect to renounced CDE for purposes of filing income tax returns, the preparation and filing of returns will remain the responsibility of each Resident Holder. This summary is based upon the representation of the Corporation that it will be a "principal-business corporation" at all material times and that its Flow-Through Shares, when issued, will be "flow-through shares" for the purposes of the Tax Act and will not be "prescribed shares" or "prescribed rights" for the purposes of the definition of "flow-through share" in subsection 66(15) of the Tax Act or Regulation 6202.1 of the regulations under the Tax Act. If any of the above assumptions are incorrect, the Corporation may be unable to renounce some or all of the CDE which it has agreed to renounce under the Flow-Through Share Subscription Agreements.

The Canadian federal income tax consequences to a particular Resident Holder of Flow-Through Shares will vary according to a number of factors, including the particular province in which the Resident Holder resides, carries on business or has a permanent establishment, the legal characterization of the Resident Holder as an individual or a corporation, the amount that would be the Resident Holder's taxable income but for the investment in the Flow-Through Shares and the manner in which the proceeds from the issuance of the Flow-Through Shares are expended.

Canadian Development Expense

The Corporation will renounce to a Resident Holder of Flow-Through Shares hereunder certain CDE incurred by the Corporation during the Expenditure Period in an amount equal to the aggregate subscription price paid by such Resident Holder for such holder's Flow-Through Shares, all as permitted by and in accordance with the Tax Act. The CDE will be renounced to the Resident Holder with an effective date or dates on or before December 31, 2023. Such CDE that is properly renounced to a Resident Holder will be deemed to have been incurred by that Resident Holder on the effective date of the renunciation and will be added to such Resident Holder's "cumulative Canadian development expense" (as defined in the Tax Act) ("CCDE") account. Such renounced CDE may be deducted in calculating the Resident Holder's income for a taxation year that includes or ends after the effective date of renunciation in the manner described below. CDE so renounced to a Resident Holder will not be eligible for deduction in taxation years of the Resident Holder that end before the effective date of renunciation.

A Resident Holder may deduct in computing such Resident Holder's income from all sources for a taxation year an amount not exceeding 30% of the balance of such Resident Holder's CCDE account at the end of that taxation year. Deductions claimed by a Resident Holder reduce the Resident Holder's CCDE account. To the extent that a Resident Holder does not deduct the balance of such purchaser's CCDE account at the end of the taxation year, the balance may be carried forward and deducted in subsequent taxation years in accordance with the provisions of the Tax Act. The right to deduct CCDE accrues to the initial purchaser of Flow-Through Shares and is not transferable. A Resident Holder may generally deduct in respect of the purchaser's CCDE account an additional 15% of the Resident Holder's "accelerated Canadian development expense" as defined in, and subject to the detailed rules contained in, the Tax Act. The amount of aggregate CCDE deductions is not increased, rather, the deduction for the first year is generally increased from 30% to 45% with the Resident Holder being able to deduct 30% of the Resident Holder's remaining CCDE account in subsequent years.

Certain restrictions apply in respect of the deduction of CCDE following an acquisition of control and on certain reorganizations of a corporate Resident Holder. Corporate Resident Holders should consult their own independent tax advisors for advice with respect to the potential application of these rules to them having regard to their own particular circumstances.

If a Resident Holder acquires Flow-Through Shares through a Registered Plan (as defined above under the heading "Eligibility for Investment"), the CDE renounced will not be available as a deduction against the income of the annuitant, holder or beneficiary of such plan and the associated tax benefits will be lost.

Dividends on Flow-Through Shares

Dividends received or deemed to be received on a Resident Holder's Flow-Through Shares will be included in the Resident Holder's income as taxable dividends received from a taxable Canadian corporation. The normal grossup and dividend tax credit rules applicable to taxable dividends received from a taxable Canadian corporation, including the enhanced dividend tax credit in respect of "eligible dividends" designated by the Corporation to a Resident Holder, will apply to dividends received by a Resident Holder who is an individual. There may be limitations on the ability of the Corporation to designate dividends as eligible dividends.

In the case of a Resident Holder that is a corporation, the amount of any such taxable dividend that is included in its income for a taxation year will generally be deductible in computing its taxable income for that taxation year. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain, to the extent and under the circumstances specified in the Tax Act. Resident Holders that are corporations should consult their own tax advisors having regard to their own particular circumstances.

A Resident Holder that is a "private corporation" or a "subject corporation", as defined in the Tax Act, will generally be liable to pay a refundable tax under Part IV of the Tax Act on dividends received or deemed to be received on the Flow-Through Shares to the extent such dividends are deductible in computing the Resident Holder's taxable income for the year.

Disposition of Flow-Through Shares

A disposition or deemed disposition of a Flow-Through Share (other than a disposition to the Corporation, unless such disposition occurs as a result of a purchase by the Corporation in the open market in the manner in which shares are normally purchased by any member of the public in the open market), will result in the realization of a capital gain (or capital loss) in the taxation year of the disposition equal to the amount by which the proceeds of disposition exceed (or are less than) the adjusted cost base of such share and reasonable expenses incurred by the Resident Holder for the purposes of making such disposition. One-half of any capital gain (a "taxable capital gain") must be included in computing the income of a Resident Holder for the year in which the disposition takes place, while one-half of any capital loss (an "allowable capital loss") will be required to be deducted against taxable capital gains realized by the Resident Holder in the same taxation year. Allowable capital losses not deducted in the year in which they arise may be deducted by a Resident Holder from taxable capital gains realized in any of the three preceding years, or any subsequent year, subject to the detailed provisions of the Tax Act in that regard.

Flow-Through Shares purchased hereunder will be deemed to have been acquired by the Resident Holder for an initial cost of nil regardless of the subscription price paid.

Generally, the cost of a Common Share (other than a "flow-through share" as defined in the Tax Act) for tax purposes will be the amount paid to acquire such shares and reasonable costs associated with the acquisition. The adjusted cost base to a Resident Holder of a Flow-Through Share will generally be the average tax cost of all Common Shares held by such Resident Holder as capital property at a particular time. Any tax consequences arising from a subsequent disposition of a Flow-Through Share will be measured by reference to the adjusted cost base of the Flow-Through Shares based on this averaging rule.

A Resident Holder that is throughout the relevant taxation year a "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable to pay an additional refundable tax on its "aggregate investment income" (as defined in the Tax Act) for the year, which is defined to include an amount in respect of taxable capital gains. A Resident Holder who disposes of Flow-Through Shares will retain the entitlement to the renunciation of CDE from the Corporation as described above as well as the ability to deduct any CCDE not previously deducted, and a subsequent purchaser of such shares will not be entitled to any renunciations of CDE.

Minimum Tax

Under the Tax Act, an alternative minimum tax is payable by an individual, other than certain trusts, equal to the amount by which the alternative minimum tax exceeds the tax otherwise payable. In calculating adjusted taxable income for the purpose of determining minimum tax, certain deductions and credits otherwise available, such as the deduction for CDE not used to reduce resource income, are disallowed and certain amounts not otherwise taxable are included in income, such as 80% of net capital gains. Whether and to what extent the tax liability of a particular Resident Holder will be increased by the minimum tax will depend upon the amount of such Resident Holder's income, the sources from which it is derived and the nature and amounts of any deductions that such Resident Holder claims. Any additional tax payable for a year from the application of the minimum tax provisions is recoverable in subsequent years to the extent that tax otherwise determined exceeds the minimum tax for any of the following seven taxation years. Resident Holders should consult their own independent tax advisors with respect to the potential alternative minimum tax consequences to them having regard to their own particular tax circumstances.

Cumulative Net Investment Loss

One-half of the amount of the CDE renounced to and deducted by a Resident Holder will be added to the Resident Holder's cumulative net investment loss ("CNIL"), as defined in the Tax Act. A Resident Holder's CNIL may impact a Resident Holder's ability to access the lifetime capital gains exemption available on the disposition of certain qualified small business corporation shares and qualified farm property.

RISK FACTORS

An investment in the Common Shares, as well as the Corporation's prospects, are speculative

Investors should carefully consider the risk factors described below and under the heading "Risk Factors" in the AIF. The risks described below, in the AIF and in the Annual MD&A are not the only ones facing the Corporation. Additional risks not currently known to the Corporation, or that the Corporation currently deems immaterial, may also impair the Corporation's operations. There is no assurance that risk management steps taken will avoid future loss due to the occurrence of the risks described below or other unforeseen risks. If any of the risks described below in the AIF, and in the Annual MD&A actually occur, the Corporation's business, financial condition and operating results could be adversely affected. Investors should carefully consider the risks below, in the AIF, in the Annual MD&A and the other information elsewhere in this Prospectus and consult with their professional advisors to assess any investment in the Corporation.

A positive return in an investment in the Common Shares is not guaranteed

There is no guarantee that an investment in the Common Shares, including the Offered Shares, will earn any positive return in the short term or long term. An investment in the Common Shares involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the Common Shares is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment.

Market Price of Common Shares

There can be no assurance that an active market for the Common Shares, including the Offered Shares, will be sustained after the Offering. Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. It may be anticipated that any market for the Common Shares will be subject to market trends generally and the value of the Common Shares on the TSX may be affected by such volatility in response to numerous factors. Factors unrelated to the financial performance or prospects of the Corporation include macroeconomic developments, and market perceptions of the attractiveness of particular industries. There can be no assurance that continued fluctuations in commodity prices will not occur. As a result of any of these factors, the market price of the securities of the Corporation at any given point in time may not accurately reflect the long term value of the Corporation. In addition, the market price of the Common Shares is also likely to be significantly affected by changes, from time to time, in the Corporation's operating results, financial condition, acquisition opportunities, liquidity and other internal factors.

Canadian Tax Treatment of Flow-Through Shares

The tax treatment applicable to oil and gas activities and flow-through shares constitutes a major factor when considering an investment in the Flow-Through Shares. Investors are cautioned that the taxation laws and regulations and the current administrative practices of both the federal and provincial tax authorities may be amended or construed in such a way that the tax considerations for a purchaser of Flow-Through Shares will be altered and, moreover, there may be differences of opinion between the federal and provincial tax authorities with respect to the tax treatment of the Flow-Through Shares, the status of such Flow-Through Shares and the activities contemplated by the Corporation's development programs. See "Flow-Through Shares — Renunciation of CDE" and "Certain Canadian Federal Income Tax Considerations" above.

The Flow-Through Shares are generally designed for investors whose income is subject to high marginal tax rates. The right to deduct CDE accrues to the initial purchaser of the Flow-Through Shares and is not transferable. No guarantee can be given that Canadian tax laws will not be amended, that the amendments announced with respect to such laws will be adopted or that the current administrative practices of the tax authorities will not be modified. In addition, there is no guarantee that the CDE incurred by the Corporation or the expected tax deductions will be accepted by the CRA. Consequently, the tax considerations for purchasers acquiring, holding or selling Flow-Through Shares may be fundamentally altered. See "Flow-Through Shares — Renunciation of CDE" and "Certain Canadian Federal Income Tax Considerations" above.

There is no guarantee that an amount equal to the total proceeds of the sale of the Flow-Through Shares will be expended on or prior to December 31, 2023 as CDE resulting in the deductions described under "Flow-Through Shares — Renunciation of CDE" and "Certain Canadian Federal Income Tax Considerations" above. If the Corporation does not renounce to the purchaser, effective on or before December 31, 2023, CDE in an amount equal to the aggregate purchase price paid by such purchaser for the Flow-Through Shares, or if there is a reduction in such amount renounced pursuant to the provisions of the Tax Act, the Corporation shall indemnify the purchaser for an amount equal to the amount of any tax payable or that may become payable under the Tax Act (and under any corresponding provincial legislation) by the purchaser (or if the purchaser is a partnership, the partners thereof) as a consequence of such failure or reduction; however, there is no guarantee that the Corporation will have the financial resources required to satisfy such indemnity.

The Corporation has discretion to use the net proceeds from this Offering

The Corporation currently intends to allocate the net proceeds received from the Offering as described under "Use of Proceeds" in this Prospectus. However, management will have discretion in the actual application of the net proceeds, and may elect to allocate proceeds differently from that described in "Use of Proceeds" if it is believed it would be in the best interests of the Corporation to do so as circumstances change. The failure by management to apply these funds effectively could have a material adverse effect on the business of the Corporation.

Additional Financings by the Corporation

The Corporation may issue additional equity or debt in the future, which may dilute a shareholder's interest in the Corporation. The Corporation's articles permit the issuance of an unlimited number of Common Shares and an unlimited number of Preferred Shares and shareholders will have no preemptive rights in connection with such further issuances. The directors of the Corporation have the discretion to determine the provisions attaching to any further issuances of share of the Corporation. There can be no assurance that the Corporation will be successful in obtaining additional financing when required in the future or that any such financing will be available on terms acceptable to the Corporation.

RELATIONSHIP AMONG THE CORPORATION AND CERTAIN UNDERWRITERS

ATB Capital Markets Inc. and CIBC World Markets Inc. are each, directly or indirectly, an affiliate of a lender to the Corporation (the "Lenders"). Accordingly, the Corporation may be considered a "connected issuer" of ATB Capital Markets Inc. and CIBC World Markets Inc. under applicable Canadian securities legislation. As at March 9, 2023 the aggregate amount drawn by the Corporation under the Credit Facility was approximately $149,008,000. The Corporation is in compliance with all material terms of the agreements governing the Credit Agreement and the Lenders have not waived any material breach by the Corporation of such agreements since its execution. Neither the financial position of the Corporation nor the value of the security under the Credit Facility has changed substantially since the indebtedness under the Credit Facility was incurred. The decision to distribute the Flow-Through Shares and the determination of the terms of the Offering were made through negotiations between the Corporation and the Lead Underwriters on their own behalf and on behalf of the other Underwriters. The Lenders did not have any involvement in such decision or determination, but have been advised of the issuance and terms thereof. As a consequence of this Offering, ATB Capital Markets Inc. and CIBC World Markets Inc. will each receive their share of the Underwriting Fee payable by the Corporation to the Underwriters.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditor of the Corporation is MNP LLP, Chartered Professional Accountants, of Calgary, Alberta.

The transfer agent and registrar for the Common Shares is Computershare Trust Company at its principal offices located in Calgary, Canada and Toronto, Ontario.

LEGAL MATTERS

Certain legal matters relating to the Offering and this Prospectus will be passed upon by Dentons Canada LLP, on behalf of the Corporation, and Burnet, Duckworth & Palmer LLP, on behalf of the Underwriters.

INTERESTS OF EXPERTS

As at the date hereof, Dentons Canada LLP and the designated professionals of Dentons Canada LLP as a group, own, directly or indirectly, less than 1% of the outstanding Common Shares. As at the date hereof, Burnet, Duckworth & Palmer LLP and the designated professionals of Burnet, Duckworth & Palmer LLP as a group, own, directly or indirectly, less than 1% of the outstanding Common Shares.

The reserve estimates contained in the Corporation's documents incorporated by reference herein have been prepared by Deloitte LLP ("Deloitte"). As of the date hereof, Deloitte and the designated professionals of Deloitte, as a group, own, directly or indirectly, less than 1% of the outstanding Common Shares.

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

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

Legal Proceedings

In the normal course of the Corporation's operations, it may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions, related to personal injuries, property damage, property tax, land rights, the environment and contract disputes. The outcome of outstanding, pending, or future proceedings cannot be predicted with certainty and may be determined adversely to the Corporation and as a result, could have a material adverse effect on the Corporation's assets, liabilities, business, financial condition, and results of operations

Regulatory Actions

To the knowledge of management of the Corporation, no penalties or sanctions have been imposed by a court relating to securities legislation or by a securities regulatory body or by any other court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision, nor have any settlement agreements been entered into by the Corporation with a court relating to securities legislation or with a securities regulatory authority during the most recently completed financial year.

PURCHASERS' STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchasers province. The purchaser should refer to any applicable provisions of the securities legislation of the purchasers province for the particulars of these rights or consult with a legal advisor.

Date: March 10, 2023

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia, New Brunswick and Prince Edward Island.

YANGARRA RESOURCES LTD.

(signed) "James G. Evaskevich" James G. Evaskevich Chief Executive Officer Director

(signed) "James A. Glessing" James A. Glessing Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

(signed) "Dale Miller" Dale Miller Director

(signed) "Robert Weir" Robert Weir Director

CERTIFICATE OF THE UNDERWRITERS

Date: March 10, 2023

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia, New Brunswick and Prince Edward Island.

ATB CAPITAL MARKETS INC. CIBC WORLD MARKETS INC.

By: (signed) "Patrick Stables" By: (signed) "John Peltier"

Patrick Stables Managing Director, Investment Banking

John Peltier Executive Director, Investment Banking

RAYMOND JAMES LTD.

By: (signed) "Dion Degrand"

Dion Degrand Managing Director, Head of Canadian Oil & Gas

ACUMEN CAPITAL FINANCE PARTNERS LIMITED CANACCORD GENUITY CORP. PARADIGM CAPITAL INC.

Kelly Hughes Head of Investment Banking

By: (signed) "Kelly Hughes" By: (signed) "Anthony Petrucci" By: (signed) "Jason Tucker"

Anthony Petrucci Managing Director, Investment Banking

Jason Tucker Managing Director, Investment Banking

AI assistant

Yangarra Resources Ltd. — Capital/Financing Update 2023

45732_rns_2023-03-10_ce92e2aa-95b3-4962-b4f7-2d9138c4eb10.pdf

PRELIMINARY SHORT FORM PROSPECTUS

5,905,600 FLOW-THROUGH SHARES

$2.54 PER FLOW-THROUGH SHARE

Price: $2.54 per Flow-Through Share

Notes:

NOTICE TO INVESTORS

A prospective investor should read this entire Prospectus and the documents incorporated by reference herein.

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

CURRENCY PRESENTATION

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

THE CORPORATION

General

Business of the Corporation

CONSOLIDATED CAPITALIZATION

Notes:

Authorized Capital

Common Shares

Flow-Through Shares — Renunciation of CDE

PRIOR SALES

TRADING PRICE AND VOLUME

USE OF PROCEEDS

PLAN OF DISTRIBUTION

SUBSCRIPTION FOR FLOW-THROUGH SHARES

ELIGIBILITY FOR INVESTMENT

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Canadian Development Expense

Dividends on Flow-Through Shares

Disposition of Flow-Through Shares

Flow-Through Shares purchased hereunder will be deemed to have been acquired by the Resident Holder for an initial cost of nil regardless of the subscription price paid.

Minimum Tax

Cumulative Net Investment Loss

RISK FACTORS

An investment in the Common Shares, as well as the Corporation's prospects, are speculative

A positive return in an investment in the Common Shares is not guaranteed

Market Price of Common Shares

Canadian Tax Treatment of Flow-Through Shares

The Corporation has discretion to use the net proceeds from this Offering

Additional Financings by the Corporation

RELATIONSHIP AMONG THE CORPORATION AND CERTAIN UNDERWRITERS

AUDITORS, TRANSFER AGENT AND REGISTRAR

LEGAL MATTERS

INTERESTS OF EXPERTS

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

Legal Proceedings

Regulatory Actions

PURCHASERS' STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

YANGARRA RESOURCES LTD.

ON BEHALF OF THE BOARD OF DIRECTORS

CERTIFICATE OF THE UNDERWRITERS

ATB CAPITAL MARKETS INC. CIBC WORLD MARKETS INC.

RAYMOND JAMES LTD.

ACUMEN CAPITAL FINANCE PARTNERS LIMITED CANACCORD GENUITY CORP. PARADIGM CAPITAL INC.

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Yangarra Resources Ltd. Capital/Financing Update 2023