COURT FILE NUMBERS 25-233535 1

COURT COURT OF QUEEN’S BENCH OF ALBEIn Bankruptcy and Insolvency

JUDICIAL CENTRE CALGARY

PROCEEDINGS IN THE MATTER OF THE BANKRUPTCYAND INSOLVENCY

ACT RSC 1985, c B-3, AS AMENDED

IN THE MATTER OF THE BANKRUPTCY OFCORINTHIAN OIL CORP.

DOCUMENT THIRD REPORT OF ALVAREZ & MARSAL CANADA INC.

IN ITS CAPACITY AS TRUSTEE IN BANKRUPTCY OFCORINTHIAN OIL CORP.

January 14, 2020

TRUSTEEALVAREZ & MARSAL CANADA INC.Bow Valley Square IVSuite 1110.250 - 6th Avenue SWCalgary. Alberta T2P 3H7Attention: Orest Konowaichuk/Jill StruebyTelephone: (403) 538-4736 / (403) 538-7529Email: okono\\ a I ch LIk (1 a I aiezaiidrnaial corn

jrueb\ a aI arezandrnarsal.coin

COUNSEL

Norton Rose Fulbright Canada LLP400 3r1 Avenue SW, Suite 3700.Calgary. Alberta T2P 4H2Attention: Howard Gorman Q.C./Aaron StephensonPhone: (403) 267-8144/(403) 267-8290Email: ho’. ardaLonuan a nortonrosduIbru.ht.corn

aaron.stephenson /1 nortonrose Ed bri Eht.cornFile: 1001023920

ALvAREz & MARsAL

BANKJUPTCY AND INSOLVENCYFAILLITE El INSOLVABILITE

FILED

JAN 142020

TA JUDICIAL CENTREOF CALGARY

ADDRESS FOR SERVICE ANDCONTACT INFORMATION OFPARTY FILING THISDOCUMENT

TABLE OF CONTENTS OF THE THIRD REPORT OF THE TRUSTEE

INTRODUCTION .3

TERMS OF REFERENCE 4

TRUSTEE’S ACTIVITIES 4

CONVEGAPSA 5

SECURED AND PRIORITY CREDITORS 8

DEALINGS WITH THE AER 9

RECOMMENDATIONS 12

LISTING OF APPENDICES OF THE THIRD REPORT OF THE TRUSTEE

Appendix A Convega PSA Redacted

Appendix B Notice of Renunciation

Confidential Appendix I Convega PSA

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INTRODUCTION

On February 20, 2018 (the “Bankruptcy Date”), Corinthian Oil Corp.

(“Corinthian” or “Company”) was deemed bankrupt pursuant to section

50.4(8)(b.l) of the Bankruptcy and InsolvencyAct (“BIA”), as a result of an Order

granted by the Court of Queen’s Bench of Alberta (the “Court”) tenninating the

Notice of Intention to File a Proposal (“NO!”) that was previously filed by

Corinthian on January 19, 2018 (the “NO! Termination Order”). Alvarez &

Marsal Canada Inc. (“A&M”) was appointed as the Licensed Insolvency Trustee

(the “Trustee”) of Corinthian.

2. Corinthian was incorporated on September 19, 2017, in the Province of Alberta.

Corinthian is a wholly-owned subsidiary of Manitok Energy Inc. (“Manitok”).

3. On February 20, 2018, the Court also granted an Order in these proceedings (the

“Consent Receivership Order”) appointing A&M as receiver and manager (the

“Receiver”), without security, of all of the current and future assets, undertakings

and properties of every nature and kind whatsoever, including but not limited to

real property wherever situate including all proceeds thereof of Manitok and its

other wholly-owned subsidiary, Raimount Energy Corp. (“Raimount”), pursuant

to section 243(1) of the BIA, RSC 1985, c B-3, as amended, and section 13(2) of

the Judicature Act, RSA 2000, c J-2.

4. Corinthian is not part of the Receivership. A&M is managing its affairs as its

Trustee and through Manitok, which is the operator of the Corinthian properties.

5. The purpose of this Third Report of the Trustee (the “Third Report” or this

“Report”) is to provide the Court with information in respect of the following:

a) the Trustee’s activities;

b) the sale of assets to Convega Energy Ltd. (“Convega”);

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c) the Trustee’s dealings with the AER and the application to renounce

assets and be discharged as trustee over Corinthian’s remaining wells,

pipelines and facilities, together with associated mineral leases, surface

leases and AER licenses; and

d) the Trustee’s recommendations.

TERMS OF REFERENCE

6. In preparing this Third Report, the Trustee has relied upon financial information

and other records of Corinthian. The Trustee has not performed an audit, review or

other verification of such information.

7. Capitalized words or terms not defined or ascribed meaning in this Report are as

defined or ascribed a meaning in the NOT Termination Order or the previous two

reports of the Trustee as included on the Trustee’s website.

TRUSTEE’S ACTIVITIES

8. Since the Second Report, the Trustee’s activities have included, but are not limited

to, the following:

a) Continuing operations of certain Corinthian oil and gas properties in

the Heathdale area that were capable of production. The Heathdale

properties were the Company’s main properties. They have now all

been shut-in as their continued operation became uneconomic and no

purchaser could be found for them.

b) Closing the sale of certain assets to Persist. On January 18, 2019, the

Court granted an Approval and Vesting Order for the Corinthian PSA

and the transaction closed on April 15, 2019.

c) Following up with parties who expressed interest in acquiring the

Heathdale properties and subsequently entering into a transaction to

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sell certain Heathdale properties to Convega pursuant to a Purchase and

Sale Agreement dated December 23, 2019 (the “Convega PSA”).

d) Attending various calls and meeting with the inspector of the

Corinthian estate concerning operational and financial updates relating

to the Company and other bankruptcy matters;

e) Attending various calls and meetings with the AER concerning

operations and financial updates relating to the Company, renunciation

of assets, and potential sale of the remaining assets of the Company.

f) Providing instructions to the Trustee’s primary independent legal

counsel, Norton Rose Fuibright Canada LLP (“NRF”), in respect of the

bankruptcy generally.

g) Attending numerous and ongoing meetings and discussions with

various creditors (or their representatives), NRF, interested parties, and

other stakeholders regarding the bankruptcy generally.

CONVEGA PSA

9. Notwithstanding the Trustee’s efforts to market all of the Company’s properties, no

materially accretive acceptable offers were received for the properties, and

accordingly, the properties were all shut-in some months ago.

10. Since then, the Trustee, in conjunction with the AER and the Receiver, identified

certain of the Heathdale properties as potentially saleable for an amount at least

sufficient to cover the costs of the transaction, which would be beneficial as it

would reduce the end-of-life obligations of the Company.

11. Subsequently, the Trustee received and accepted an offer from Convega to purchase

certain of the Heathdale properties.

12. The transaction contemplated by the Convega PSA is the final transaction the

Trustee will complete in the bankruptcy of Corinthian; it is marginally accretive

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and reduces end-of-life obligations of Corinthian. The Convega PSA is considered

by the Receiver to be the best and highest offer received to date, as it is the only

offer received for the property being purchased. We understand the AER supports

this Court’s approval of the Convega PSA. The Convega PSA has been approved

by the inspector of the Corinthian estate, subject to this Court’s approval.

13. The Convega PSA contains confidentiality provisions governing the information in

the agreement and other information relating to the properties being sold, and

Convega has requested certain information remain confidential. Further, due to the

confidential nature of such information, the Trustee is concerned that if such

information is disclosed prior to the closing of the transaction contemplated in the

Convega PSA, such disclosure could materially jeopardize the sale, and if the sale

does not close, the Trustee would likely have to renounce the properties being sold

as there is no alternate purchaser. As such, the Trustee is respectfully of the view

that it is appropriate for this Honourable Court to grant an Order sealing the

Convega PSA (the “Sealing Order”) attached as Confidential Appendix I to this

Third Report.

14. A redacted copy of the Convega PSA is attached as Appendix A.

Trustee’s Powers to sell the Corinthian assets

15. Pursuant to section 30(1) of the BIA, the Trustee, with the approval of the

inspectors is empowered to, among other things:

“...(a) sell or otherwise dispose offor such price or other consideration as

the inspectors may approve all or any part of the property of the bankrupt,

including the goodwill of the business, f any, and the book debts due or

growing due to the bankrupt, by tendei public auction or private contract,

with power to transfer the whole thereof to any person or company, or to

sell the same in parcels,”

16. There was one inspector appointed by the creditors of Corinthian at the FMOC. On

January 9, 2020, the inspector approved a resolution for the Trustee to enter into

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the Convega PSA and close the transaction contemplated therein, subject to court

approval.

17. The Trustee is respectfully requesting that this Honourable Court approve the sale

contemplated by the Convega PSA and grant the Approval and Vesting Order with

respect to the Convega PSA (the “Approval and Vesting Order”) because:

a) the Convega PSA contemplates and requires that Court approval be

obtained to provide unencumbered title (subject to Permitted

Encumbrances as defined in the Convega PSA) to the assets being

conveyed;

b) the Court has the inherent jurisdiction to grant an Order to approve the

Convega PSA;

c) the sole inspector of the Corinthian estate is an employee of NBC and

although she has approved the Trustee entering into the Convega PSA

and closing the transaction contemplated therein, wishes the Trustee to

also obtain Court approval;

d) Court approval of the Convega PSA will assist in facilitating the

transfer of the Corinthian assets, which is in the best interests of the

administration of the Corinthian estate and the stakeholders affected

thereby; and

e) as discussed below, the Trustee believes it is receiving fair and

reasonable cash proceeds for the sale of these assets including a non-

refundable deposit (provided closing of the transaction contemplated in

the PSA occurs).

Considerations to Accepting the Convega PSA

18. The Trustee considered the following when it reviewed the offer received from

Convega and it believes that approval of the Convega PSA is in the best interest of

all stakeholders for all of these reasons:

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a) the Trustee acted in good faith and with due diligence;

b) there was a marketing process for all of Corinthian’s properties over a

reasonable timeframe and no acceptable offers for the properties now

being sold to Convega were received during that process;

c) the AER is supportive of the transaction and NBC has no objection to

it;

d) the transaction will reduce end of life obligations of Corinthian;

e) the Convega PSA was negotiated between parties at arm’s length in

good faith and is commercially reasonable under the circumstances;

and

f) the offer submitted by Convega was the only offer received for the

properties being purchased.

19. Some of the properties being sold to Convega are subject to a right of first refusal

(“ROFR”) and ROFR notices have been sent to the two parties with such rights.

The ROFR notice period of 20 days expires on January 23, 2020, and closing will

not take place until after the ROFR period expires.

20. The Convega PSA is not subject to any remaining material conditions other than

approval by the Court. As a result, the Receiver believes that as the Convega PSA

represents the only offer for the properties being sold and that the sale will reduce

end of life obligations of Corinthian, it is in the best interest of the Company’s

stakeholders to complete the transaction contemplated in the Convega PSA.

SECURED AND PRIORITY CREDITORS

21. As noted in the Second Report, NBC and Computershare (trustee for bond holders)

have security over the assets of Corinthian, with NBC having priority over

Computershare.

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22. As noted below, the AER is now a significant stakeholder as a result of the SCC

decision in Redwater.

23. The Trustee is aware of the Distribution Agreement between NBC and the AER

more fully discussed in the reports of the Receiver. Those parties have agreed that

realization proceeds from the sale of Corinthian’s properties will be used by the

Trustee in administering the estate and any remaining proceeds distributed in

accordance with the Distribution Agreement.

DEALINGS WITH THE AER

24. As previously reported, the AER is a significant stakeholder as a result of the SCC

decision in Redwater. As it relates to this matter, the AER can seek to direct the

Trustee to use assets in the insolvent Company’s estate to comply with provincial

regulatory obligations in priority to all other creditors.

25. Net realizations to date from the sale of Corinthian’s properties have been minimal;

they are limited to the net sale proceeds of the sale of certain undeveloped lands

and royalty interests to Persist. The Trustee understands that the AER has agreed

these proceeds and other realizations can be used to pay the Trustee’s fees and costs

or distributed in accordance with the Distribution Agreement between AER and

NBC as discussed below.

26. The Trustee has had ongoing discussions with the AER regarding the renunciation

of Corinthian’s assets and the use of estate funds to deal with potential public

health, safety matters and end of life obligations.

27. Among other things, the Trustee and the AER agreed that:

a) the previously-issued notice to the AER to disclaim certain licenses,

would be held in abeyance (and has since been retracted);

b) the Trustee would attempt to sell certain of Corinthian’s Heathdale

properties on the basis that the net sale proceeds would cover the costs

of the transaction. As discussed above, the Trustee has had extensive

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negotiations with one party, Convega, and recently those negotiations

concluded with the execution of the Convega PSA with the agreement

of the AER and the inspector of the Corinthian estate; and

c) as no further property sales are viable, the Trustee will seek inspector

and Court approval to issue a notice of renunciation to abandon,

renounce, and terminate any responsibility, obligation or liability the

Trustee may have with respect to the remaining assets of the Company

(“Notice of Renunciation”). Further, the Trustee will seek to be

discharged over the assets being renounced and will turn over and

deliver to the Orphan Well Association (“OWA”) all records relating

to those assets, as the OWA may require.

RENUNCIATION OF ASSETS AND TRUSTEE’S DISCHARGE

28. As outlined in the Trustee’s Second Report, there are numerous wcllbores and

related mineral leases, surface leases, pipelines and facilities that were marketed

but in respect of which no acceptable offers were received. It is now apparent that

there is no future accretive realization potential for such assets. The Trustee has

been maintaining insurance over such assets and incurring other administration

costs in relation thereto. The Trustee therefore believes it is important to issue a

Notice of Renunciation and be discharged over the remaining assets to eliminate

further costs to the estate, allow for the windup of the estate, and enable

stakeholders to consider taking steps to pursue any rights and safeguard their

respective interests in relation to these assets, without being restricted by any stay

of proceedings. The Notice of Renunciation will be served on the service list and

otherwise made available on the Trustee’s website. The interested stakeholders

include, but are not limited to:

a) surface lessors and the Surface Rights Board (“SRB”);

b) freehold mineral lessors;

c) the Crown as a mineral lessor;

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d) working interest partners;

e) municipalities;

f) the AER for licenses granted; and

g) the OWA in respect of potential end of life obligations.

29. The Trustee, in conjunction with the AER, has developed a listing of wells,

pipelines, facilities and non-operated working interests that the Trustee proposes to

renounce and be discharged over, together with all associated equipment, mineral

leases, surface leases and AER licenses. Given the number of properties and state

of Corinthian records, the Trustee cannot be certain that the listing contains all

properties or is otherwise accurate. Accordingly, the Trustee is renouncing all

remaining Corinthian properties (other than those being sold pursuant to the

Convega PSA), including those on the listing (collectively, “Renounced Assets”),

subject to inspector and Court approval.

30. A draft Notice of Renunciation is attached to this Report as Appendix B. All the

lands, leases, licenses, wells, pipelines, facilities, related equipment and any related

miscellaneous interests of the Company (other than those being sold pursuant to the

Convega PSA) are to be renounced.

3 1. As the Trustee is renouncing all of its interest in the Renounced Assets, there is no

commercial or other reason to remain as Trustee over those assets and the Trustee

is incurring ongoing monitoring and other costs associated with the Renounced

Assets that are of no benefit to the stakeholders. Accordingly, the Trustee requests

the Court discharge it as Trustee of the Renounced Assets. The Trustee will,

subsequent to closing of the transaction contemplated in the Convega PSA, seek its

full discharge in the normal course as set out in the BIA.

32. The renunciation will not affect previously sold assets, nor non-oil and gas interests

such as cash, receivables, or corporate records.

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33. The Trustee is in possession of books and records of the Company that are no longer

required. Some of the books and records may be of use to the OWA or SRB. The

Trustee is seeking approval to transfer any books and records that may be requested

by the OWA or SRB within 20 days of the date of this Court’s approval of the

Notice of Renunciation. The Trustee requests the authority to destroy any books or

records not requested by the OWA or SRB within that timeframe.

RECOMMENDATIONS

34. The Trustee respectfully recommends that this Honorable Court approve:

a) the actions and activities of the Trustee as reported in this Third Report;

b) the Convega PSA and the Approval and Vesting Order;

c) the Sealing Order;

d) the Notice of Renunciation and partial discharge of the Trustee with

respect to the Renounced Assets; and

e) the Trustee’s release of certain of the Company’s books and records to

the OWA and SRB within 20 days of the Court’s approval of the Notice

of Renunciation, failing which, the Trustee will have authority to

destroy them.

All of which is respectfully submitted this 14th day of January 2020.

ALVAREZ & MARSAL CANADA INC.in its capacity as the Licensed Insolvency Trustee ofCorinthian Oil Corp.and not in its personal capacity

cfj

Orest Konowaichuk, CPA, CA. CTRP, LIT

Senior Vice President

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APPENDIX A

Convega PSA Redacted

Execution Version

PURCHASE AND SALE AGREEMENT

THIS AGREEMENT made as of the 19th day of December2019.

BETWEEN:

ALVAREZ & MARSAL CANADA INC., solely in its capacity as thetrustee in bankruptcy of CORINTHIAN OIL CORP., and not in itspersonal or corporate capacity (hereinafter referred to as “Vendor”)

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CONVEGA ENERGY LTD, a corporation incorporated under the laws ofAlberta (hereinafter referred to as “Purchaser”)

WHEREAS pursuant to an order of the Honourable Madam Justice K.M. Homer of the AlbertaCourt of Queen’s Bench (the “Court”) dated February 20, 2018 (the “Appointment Order”), Alvarez &Marsal Canada Inc. (“Trustee’) was substituted as Trustee of Corinthian Oil Corp. (“Corinthian”);

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

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

ARTICLE IINTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires:

(a) “Abandonment and Reclamation Obligations” means all past, present and futureobligations to:

(i) abandon, shut-down, close, decommission, dismantle or remove any and allIncluded Wells and Tangibles, including all structures, foundations, buildings,pipelines, equipment and other facilities located on the Lands or used orpreviously used in respect of Petroleum Substances produced or previouslyproduced from the Lands; and

(ii) restore, remediate and reclaim the surface and subsurface locations of theIncluded Wells and the Tangibles and any lands used to gain access thereto,including such obligations relating to wells, pipelines and facilities which wereabandoned or decommissioned prior to the Closing Date that were located on theLands or that were located on other lands and used in respect of PetroleumSubstances produced or previously produced from the Lands, and including theremediation, restoration and reclamation of any other surface and sub-surfacelands affected by any environmental damage, contamination or otherenvironmental issues emanating from or relating to the sites for the Wells or theTangibles;

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all in accordance with generally accepted oil and gas industry practices and in compliancewith all Applicable Laws;

(b) “AER” means the Alberta Energy Regulator;

(c) “Affiliate’ means, with respect to any Person, any other Person or group of Persons actingin concert, directly or indirectly, that controls, is controlled by or is under common controlwith such Person. The term “control” as used in the preceding sentence means thepossession, directly or indirectly, of the power to direct or cause the direction of themanagement or policies of a Person whether through ownership or more than fifty percent(50%) of the voting securities of such Person, by contract or otherwise;

(d) “Applicable Law” means, in relation to any person, property or circumstance, all laws,statutes, rules, regulations, official directives and orders of Governmental Authorities(whether administrative, legislative, executive or otherwise), including judgments, ordersand decrees of courts, commissions or bodies exercising similar functions, as amended,and includes the provisions and conditions of any permit, license or other governmental orregulatory authorization, that are in effect as at the relevant time and are applicable to suchperson, property or circumstance;

(e) “Assets” means the Petroleum and Natural Gas Rights, the Tangibles, and theMiscellaneous Interests;

(f) “Business Day” means a day other than a Saturday, a Sunday or a statutory holiday inCalgary, Alberta;

(g) “Court Order” means an order to be granted by the Court, based substantially on the formof Approval and Vesting Order as attached in Schedule “F”, which authorizes, approvesand confirms this Agreement and the sale of the Assets by Vendor to Purchaser inaccordance with the terms and conditions contained herein, and vests beneficial title to theAssets in Purchaser free and clear of all encumbrances, liens, security interests or claims,other than Permitted Encumbrances;

(h) “Closing” means the transfer of possession, beneficial ownership and risks of the Assetsfrom the Vendor to the Purchaser, the exchange of Specific Conveyances and payment ofthe Purchase Price by the Purchaser to the Vendor, and all other items and considerationsrequired to be delivered on the Closing Date pursuant hereto;

(i) “Closing Date” means 10:00 a.m. on the day that is seven (7) Business Days after receiptof the Court Order, or such other time and date as may be agreed upon in writing by theParties;

(j) “Closing Place” means the office of Vendor, or such other place as may be agreed uponin writing by the Parties;

(k) “Data Room Information” means all information provided or made available to thePurchaser in hard copy or electronic form in relation to Corinthian and/or the Assets;

(I) “Date of Appointment” means February 20, 2018;

(m) “Environmental Liabilities” means all liabilities in respect of the environment which relateto the Assets or which arise in connection with the ownership thereof or operationspertaining thereto, including liabilities related to or arising from:

(i) transportation, storage, use or disposal of toxic or hazardous substances;

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(ii) release, spill, escape, emission, leak, discharge, migration or dispersal of toxic orhazardous substances; or

(iii) pollution or contamination of or damage to the environment;

including liabilities to compensate Third Parties for damages and Losses resulting from theitems described in items (i), (ii) and (iii) above (including damage to property, personalinjury and death) and obligations to take action to prevent or rectify damage to or otherwiseprotect the environment and, for purposes of this Agreement, “the environment” includesthe air, the surface and subsurface of the earth, bodies of water (including rivers, streams,lakes and aquifers) and plant and animal life (including humans);

(n) “Excluded Wells” means Vendor’s entire interest in and to all producing, shut-in,suspended, abandoned, capped, injection and disposal wells on the Lands, other than theIncluded Wells;

(0) “Facilities” means Vendor’s entire interest in and to all facilities under any agreementapplicable to the Leased Substances and all other field facilities whether or not solelylocated on or under the surface of the Lands (or lands with which the Lands are pooled)and that are, or have been, used for production, gathering, treatment, compression,transportation, injection, water disposal, measurement, processing, storage or otheroperations respecting the Leased Substances, including any applicable battery, separator,compressor station, gathering system, pipeline, production storage facility or warehouse,including those field facilities specifically related to the Included Wells;

(p) “General Conveyance” means the form of general conveyance attached hereto asSchedule “D”;

(q) “Governmental Authority” means any federal, national, provincial, territorial, municipal orother government, any political subdivision thereof, and any ministry, sub-ministry, agencyor sub-agency, court, board, bureau, office, or department, including any government-owned entity, having jurisdiction over a Party, the Assets or the Transaction;

(r) “GST” means the goods and services tax payable pursuant to the GST Legislation;

(s) “GST Legislation” means Part IX of the Excise Tax Act, R.S.C. 1985, c. E-15, asamended, and the regulations promulgated thereunder;

(t) “Included Wells” means the wells listed in Schedule “B” attached hereto;

(u) “Lands” means the lands set out and described in Schedule “A”, and the PetroleumSubstances within, upon or under such lands (subject to the restrictions and exclusionsidentified in Schedule “A” and in the Title Documents as to Petroleum Substances andgeological formations);

(v) “Leased Substances” means all Petroleum Substances, rights to or in respect of whichare granted, reserved or otherwise conferred by or under the Title Documents (but only tothe extent that the Title Documents pertain to the Lands);

(w) “Licence Transfer” means, in relation to the Assets, the transfer of any permits, approvals,licences and authorizations granted by any applicable Governmental Authority (includingthe AER) from Vendor to Purchaser;

(x) “Losses” means all losses, costs, claims, damages, expenses and liabilities which aPerson suffers, sustains, pays or incurs, including reasonable legal fees on a solicitor andhis own client basis but notwithstanding the foregoing shall not include any liability forindirect or consequential damages including business loss, loss of profit, economic loss,

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punitive damages or income tax liabilities, but shall include any liability for indirect orconsequential damages including business loss, loss of profit, economic loss, punitivedamages or income tax liabilities suffered, sustained, paid or incurred by a Third Partyentitled to recovery or indemnification from a Person;

(y) ‘Miscellaneous Interests” means, subject to any and all limitations and exclusionsprovided for in this definition, Vendor’s entire interest in and to all property, assets, interestsand rights pertaining to the Petroleum and Natural Gas Rights and the Tangibles (otherthan the Petroleum and Natural Gas Rights and the Tangibles), or either of them, but onlyto the extent that such property, assets, interests and rights pertain to the Petroleum andNatural Gas Rights and the Tangibles, or either of them, including any and all of thefollowing:

(i) all contracts and agreements relating to the Petroleum and Natural Gas Rights andthe Tangibles, or either of them (including the Title Documents);

(ii) all subsisting rights to carry out operations relating to the Lands or the Tangibles,and without limitation, all easements and other permits, licenses andauthorizations pertaining to the Tangibles;

(iii) rights to enter upon, use, occupy and enjoy the surface of any lands which areused or may be used to gain access to or otherwise use the Petroleum and NaturalGas Rights and the Tangibles, or either of them;

(iv) all records, books, documents, licences, reports, geological reports and analyses,seismic data and other data (if any) which relate to the Petroleum and Natural GasRights and the Tang ibles, or either of them; and

(v) the Included Wells, including the wellbores and any and all casing;

Notwithstanding the foregoing, unless otherwise agreed in writing by the Parties, theMiscellaneous Interests shall not include agreements, documents or data to the extent that:(i) they pertain to Corinthian’s proprietary technology; (ii) they are owned or licensed byThird Parties with restrictions on their deliverability or disclosure by Corinthian to anassignee, or (iii) they comprise the Vendor’s and Corinthian’s tax and financial records, andeconomic evaluations;

(z) “Party” means a party to this Agreement, and “Parties” means both of them;

(aa) “Permitted Encumbrances” means:

(I) all encumbrances, overriding royalties, net profits interests and other burdensidentified as ‘Burdens” in Schedule “A”;

(ii) any Right of First Refusal or any similar restriction applicable to any of the Assets;

(iii) the requirement to receive any consent applicable to the Transaction;

(iv) the terms and conditions of the Title Documents, including the requirement to payany rentals or royalties to the grantor thereof to maintain the Title Documents ingood standing and any royalty or other burden reserved to the grantor thereof orany gross royalty trusts applicable to the grantor’s interest in any of the TitleDocuments;

(v) defects or irregularities of title as to which the relevant statute(s) of limitations orprescription would bar any attack or claim against Vendor’s title;

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(vi) the right reserved to or vested in any grantor, Governmental Authority or otherpublic authority by the terms of any Title Document or by Applicable Law toterminate any Title Document;

(vii) liens securing taxes not yet due and payable;

(viii) easements, right of way, servitudes or other similar rights in land, including rightsof way and servitudes for highways, railways, sewers, drains, gas and oil pipelines,gas and water mains, electric light, power, telephone or cable television conduits,poles, wires or cables;

(ix) taxes on Petroleum Substances or the income or revenue therefrom, unlessspecifically excluded and governmental restrictions on production rates from theIncluded Wells or on operations being conducted on the Lands or otherwiseaffecting the value of any of the Assets;

(x) agreements for the sale, processing, transmission or transportation of PetroleumSubstances, which are terminable on not more than thirty (30) days’ notice (withoutan early termination penalty or other cost);

(xi) any obligation of Corinthian or Vendor to hold any portion of its interest in and toany of the Assets in trust for Third Parties;

(xii) the right reserved to or vested in any municipality, Governmental Authority or otherpublic authority to control or regulate any of the Assets in any manner, includingany directives or notices received from any municipality, Governmental Authorityor other public authority pertaining to the Assets;

(xiii) undetermined or inchoate liens incurred or created as security in favour of anyPerson with respect to the development or operation of any of the Assets, asregards Vendor’s or Corinthian’s share of the costs and expenses thereof whichare not due or delinquent as of the date hereof or, if then due or delinquent arebeing contested in good faith by Vendor;

(xiv) the reservations, limitations, provisos and conditions in any grants or transfers fromthe Crown of any of the Lands or interests therein, and statutory exceptions to title;

(xv) agreements and plans relating to pooling or unitization of any of the Petroleum andNatural Gas Rights;

(xvi) agreements respecting the operation of Included Wells by contract field operators;

(xvii) provisions for penalties and forfeitures under agreements as a consequence ofnon-participation in operations; and

(xviii) liens granted in the ordinary course of business to a public utility, municipality orGovernmental Authority with respect to operations pertaining to any of the Assets.

(bb) “Person” means any individual, corporation, limited or unlimited liability company, jointventure, partnership (limited or general), trust, trustee, executor, Governmental Authorityor other entity;

(cc) “Petroleum and Natural Gas Rights” means Vendor’s entire interest in and to all rights toand in respect of the Leased Substances and the Title Documents (but only to the extentthat the Title Documents pertain to the Lands), including the interests set out and describedin Schedule “A”;

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(dd) “Petroleum Substances” means any of crude oil, crude bitumen and products derivedtherefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, and any and allother substances related to any of the foregoing, whether liquid, solid or gaseous, andwhether hydrocarbons or not, including sulphur;

(ee) “Representative” means, with, respect to any Party, its Affiliates, and its and theirrespective directors, officers, servants, agents, advisors, employees and consultants;

(ff) Rights of First Refusal” means a preferential, pre-emptive or first purchase right thatbecomes operative by virtue of this Agreement or the Transaction;

(gg) “Sales Taxes” means all transfer, sales, excise, stamp, license, production, value-addedand other like taxes, assessments, charges, duties, fees, levies or other governmentalcharges of any kind, and includes additions by way of penalties, interest and other amountswith respect thereto, including GST;

(hh) “Specific Conveyances” means all conveyances, assignments, transfers, novations andother documents or instruments that are reasonably required or desirable to convey, assignand transfer the interest of Vendor in and to the Assets to Purchaser and to novatePurchaser in the place and stead of Vendor with respect to the Assets;

(ii) “Tangibles” means Vendor’s entire interest in and to the Facilities and any and all tangibledepreciable property and assets, if any (including pipelines), which are related to theIncluded Wells and used or are intended to be used to produce, process, gather, treat,measure, make marketable or inject the Leased Substances or any of them, and any realproperty (other than the Lands);

(jj) ‘Third Party” means any individual or entity other than Trustee, Corinthian, Vendor andPurchaser, including any partnership, corporation, trust, unincorporated organization,union, government and any department and agency thereof and any heir, executor,administrator or other legal representative of an individual;

(kk) “this Agreement”, “herein”, “hereto”, “hereof” and similar expressions mean and refer tothis Agreement;

(II) “Title Documents” means, collectively, any and all certificates of title, leases, reservations,permits, licences, assignments, trust declarations, operating agreements, royaltyagreements, gross overriding royalty agreements, participation agreements, farm-inagreements, sale and purchase agreements, pooling agreements and any otherdocuments and agreements granting, reserving or otherwise conferring rights to (i) explorefor, drill for, produce, take, use or market Petroleum Substances, (ii) share in the productionof Petroleum Substances, (iii) share in the proceeds from, or measured or calculated byreference to the value or quantity of, Petroleum Substances which are produced, and (iv)rights to acquire any of the rights described in items (i) to (iii) of this definition; but only ifthe foregoing pertain in whole or in part to Petroleum Substances within, upon or under theLands; including those, if any, set out and described in Schedule “A”; and

(mm) “Transaction” means the transaction for the purchase and sale of the Assets ascontemplated by this Agreement.

1.2 Headings

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

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1.3 Interpretation Not Affected by Headings

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

1.4 Included Words

When the context reasonably permits, words suggesting the singular shall be construed assuggesting the plural and vice versa, and words suggesting gender or gender neutrality shall be construedas suggesting the masculine, feminine and neutral genders. The word “including”, or any variation thereofmeans “including, without limitation,” and shall not be construed to limit any general statement that it followsto the specific or similar items or matters immediately following it.

1.5 Schedules

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

Schedule “A” - Lands and Petroleum and Natural Gas Rights

Schedule “B” - Included Wells and Facilities

Schedule “C” - Rights of First Refusal

Schedule “D” - General Conveyance

Schedule “E” - Form of Officer’s Certificate

Schedule “F” - Form of Court Order

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

1.6 Damages

All losses, costs, claims, damages, expenses and liabilities in respect of which a Party has a claimpursuant to this Agreement include reasonable legal fees and disbursements on a solicitor and client basis.

1.7 Derivatives

Where a term is defined herein, a capitalized derivative of such term shall have a correspondingmeaning unless the context otherwise requires.

1.8 Interpretation if Closing Does Not Occur

In the event that Closing does not occur, each provision of this Agreement which presumes thatPurchaser has acquired the Assets hereunder shall be construed as having been contingent upon Closinghaving occurred.

1.9 Conflicts

If there is any conflict or inconsistency between a provision of the body of this Agreement and thatof a Schedule or a Specific Conveyance, the provision of the body of this Agreement shall prevail. If anyterm or condition of this Agreement conflicts with a term or condition of a Title Document or any Applicable

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Law, the term or condition of such Title Document or the Applicable Law shall prevail, and this Agreementshall be deemed to be amended to the extent required to eliminate any such conflict.

1.10 Currency

All dollar($) amounts referenced in this Agreement are expressed in the lawful currency of Canada.

ARTICLE 2PURCHASE AND SALE AND CLOSING

2.1 Purchase and Sale

Vendor, exercising the powers of sale granted pursuant to the Appointment Order, hereby agreesto sell, assign, transfer, convey and set over to Purchaser, and Purchaser hereby agrees to purchase fromVendor, all of the right, title, estate and interest of Vendor (whether absolute or contingent, legal orbeneficial) in and to the Assets, subject to and in accordance with the terms of this Agreement.

2.2 Purchase Price

The aggregate consideration to be paid by Purchaser to Vendor for Vendor’s interest in and to the Assetsshall be (the “Purchase Price”) plusapplicable Sales Taxes, satisfied by the Purchaser as follows:

(a) payment of the Deposit (as set forth and defined in section 2.14); and

(b) cash in the amount of plus applicabletaxes, payable to Vendor at Closing.

2.3 Allocation of Purchase Price

The Parties shall allocate the Purchase Price as follows:

Petroleum and Natural Gas RightsTangib lesMiscellaneous InterestsTotal

2.4 Wells, Facilities and Pipelines Excluded from Transaction, Except the Included Wells

The Parties acknowledge and agree that the Vendor is not assigning and the Purchaser is not acquiringany of the Excluded Wells, facilities or pipelines located on the Lands, except for the Included Wells andany Tangibles (including any Facilities and pipelines) directly related to the Included Wells.

2.5 Assumption of Abandonment and Reclamation Obligations

In determining the Purchase Price, the Parties have taken into account the Purchaser’s assumptionof responsibility for the payment of all costs for existing or future Abandonment and Reclamation Obligationsassociated with the Assets, and Purchaser agrees to the absolute release of Corinthian and Vendor of alland any responsibility or liability therefor. Purchaser does not assume responsibility for Abandonment andReclamation Obligations on any Excluded Wells in the Vendor’s possession.

2.6 Closing

Closing shall take place at the Closing Place on the Closing Date if there has been satisfaction orwaiver of the conditions of Closing herein contained. Subject to all other provisions of this Agreement,

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possession, risk and beneficial ownership of Vendor’s interest in and to the Assets shall pass from Vendorto Purchaser on the Closing Date.

(a) On the Closing Date, Vendor shall deliver to Purchaser:

(i) the General Conveyance in the form attached as Schedule “D”, duly executed byVendor;

(ii) the Officer’s Certificate substantially in the form attached as Schedule “E’, dulyexecuted by Vendor;

(iii) a receipt for the Purchase Price as adjusted herein plus applicable Sales Taxes;

(iv) a certified copy of the Court Order;

(v) subject to Section 2.9, Specific Conveyances, executed by the Vendor, and a copyof the electronic Transfer of the Crown-issued mineral leases, prepared by theVendor, to be submitted by Vendor for Purchaser’s concurrence on the ClosingDate; and

(vi) any such other items as may be specifically required hereunder.

(b) On the Closing Date, Purchaser shall deliver to Vendor:

(i) the General Conveyance in the form attached as Schedule 0’, duly executed byPurchaser;

(ii) the Officer’s Certificate substantially in the form attached as Schedule “E”, dulyexecuted by Purchaser;

(iii) the Purchase Price, plus applicable Sales Taxes; and

any such other items as may be specifically required hereunder.

2.7 Licence Transfer

(a) To the extent applicable, within five (5) Business Days following Closing, Vendor shallprepare and, where applicable, electronically submit, an application to the applicableGovernmental Authorities for Licence Transfer of the Included Wells (and Tangibles, if any)and Purchaser or its nominee shall, where applicable, electronically ratify and sign suchapplication.

(b) Following the submission of the applicable Licence Transfer as contemplated in section2.7(a), Vendor shall hold legal title to any permits, approvals, licenses and authorizationsrelating to the Assets in trust as bare trustee for and on behalf of Purchaser until such timeas such Licence Transfer has been completed; provided, Purchaser shall (i) procure andmaintain insurance in relation to the Included Wells (and Tangibles, if any) in accordancewith good industry practice and of the type, kind and amount satisfactory to Vendor (actingreasonably), which shall name Vendor as an insured in connection therewith; (ii) indemnifyVendor in relation to all losses, damages and claims suffered by Vendor in relation to theforegoing; and (iii) report to Vendor on a bi-weekly basis regarding the operating status ofthe Assets and immediately regarding any matters of actual or potential environmentalconcern in relation thereto. Notwithstanding anything to the contrary contained herein, theforegoing trust obligations of Vendor and the trust itself shall automatically cease andterminate upon the earlier to occur of ninety (90) days (or such longer period as may be

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mutually agreed to by the Parties in writing) following the Closing Date and the date onwhich the Licence Transfer has been completed.

(c) If a Governmental Authority denies the Licence Transfer because of misdescription or otherminor deficiencies in the application, Vendor shall within five (5) Business Days of suchdenial correct the application and amend and re-submit the application for the LicenceTransfer and Purchaser shall, where applicable, electronically ratify and sign suchamended application.

(d) In the event that the approval by the Governmental Authority of any Licence Transfer isconditional upon a Party providing deposits or other security to such GovernmentalAuthority or undertaking any corrective action or remedial work (including inspections, testsor engineering assessments), Purchaser shall pay any such deposits or security to suchGovernmental Authority or to undertake such corrective or remedial work as may berequired, at Purchaser’s sole expense.

2.8 Pipeline Records

(a) Notwithstanding that there are no pipelines contemplated to be transferred pursuant to thisAgreement, other than those specifically related to the Included Wells, in the event thereis a transfer of any pipeline licenses relating to the Tangibles pursuant to this Agreementand the AER Bulletin 2015-34 (as amended, supplemented, revised or replaced, the“Bulletin”), Vendor is required to transfer sufficient documentation to satisfy the transferorstatement on the AER digital data submission system (the “Pipeline Records”). IfPurchaser or Vendor receives written notice from the AER that it has determined thatPipeline Records, oranyofthem, transferred by Vendorto PurchaserundertheAgreementdo not satisfy or are found to be deficient under the Bulletin in any respect, then Purchaserwill be responsible for and shall conduct, in a timely manner, all operations and activitiesthat are required to cure or remedy any and all deficiencies identified by the AER (“AERDeficiencies”), in each case in accordance in all material respects with the terms of theapplicable Title Documents, Applicable Laws, any requirements set forth in anycorrespondence with the AER and with generally accepted industry practices in Albertaand following in all material respects the standard of care which would be followed by areasonably prudent operator in similar circumstances.

(b) The existence of any deficient Pipeline Records, AER Deficiencies and the remedial workrequired to be conducted in respect thereof, shall not constitute a breach of any of Vendor’srepresentations, warranties or otherwise in the Agreement, and Purchaser shall have noclaim against Vendor in relation thereto.

2.9 Specific Conveyances

The Parties shall cooperate in the preparation of the Specific Conveyances. At a reasonable timeprior to Closing, Purchaser shall use reasonable efforts to prepare and provide for Vendor’s review allSpecific Conveyances at Purchaser’s own cost and expense. The Parties shall execute such SpecificConveyances at Closing. None of the Specific Conveyances shall confer or impose upon either Party anygreater right or obligation than as contemplated in this Agreement. Promptly after Closing, Purchaser shallregister and/or distribute (as applicable) all such Specific Conveyances and shall bear all costs incurredtherewith and in preparing and registering any further assurances required to convey the Assets toPurchaser.

2.10 Title Documents and Miscellaneous Interests

Within ten (10) business days following Closing, Vendor shall deliver to Purchaser such originalcopies of the Title Documents and any other agreements and documents to which the Assets are subjectand such original copies of contracts, agreements, records, books, documents, licenses, reports and data

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comprising Miscellaneous Interests which are now in the possession of Vendor or of which Vendor gainspossession of prior to Closing.

2.11 Form of Payment

All payments to be made pursuant to this Agreement shall be in Canadian funds. All payments tobe made pursuant to this Agreement shall be made by certified cheque, bank draft or wire transfer.

2.12 Deposit

The Parties acknowledge that a deposit in the amount of hasbeen provided by Purchaser to Vendor concurrent with the execution of this Agreement, to be held in trustin a trust account and released only in accordance with the provisions of this section 2.12 (the “Deposit”,which shall include any interest earned thereon).

The Deposit shall be held in trust by Vendor until one of the following events occur:

(a) if Closing occurs, the Deposit shall be released and retained by Vendor at Closing for itsown account absolutely and be applied as partial payment of the Purchase Price;

(b) if Closing does not occur due to a breach of this Agreement by Purchaser or by failure ofPurchaser to fulfill the conditions set forth in section 3.4, the Deposit shall be released andforfeited to Vendor for the account of Vendor absolutely; and

(c) if Closing does not occur due to any reason other than as addressed by section 2.12(b),the Deposit shall be paid to Purchaser for the account of Purchaser absolutely.

2.13 Taxes

(a) GST

Each of Purchaser and Vendor is a registrant for GST purposes and will continue to be aregistrant at the Closing Date in accordance with the provisions of the GST Legislation.Their respective GST registration numbers are:

Vendor 83860 9345 RT0001

Purchaser 10113 3205 RT0001

(b) Sales Taxes

The Parties acknowledge that the Purchase Price is exclusive of all Sales Taxes.Purchaser shall be solely responsible for all Sales Taxes which may be imposed by anyGovernmental Authority and which pertain to Purchaser’s acquisition of the Assets or tothe registration of any Specific Conveyances necessitated hereby. Except where Vendoris required under Applicable Law to collect or pay such Sales Taxes, Purchaser shall paysuch Sales Taxes directly to the appropriate Governmental Authority or other entity withinthe required time period and shall file all necessary documentation with respect to suchSales Taxes when due. Vendor will do and cause to be done such things as are reasonablyrequested to enable Purchaser to comply with such obligation in a timely manner. If Vendoris required under Applicable Law to pay any such Sales Taxes, Purchaser shall promptlyreimburse Vendorthe full amount of such Sales Taxes upon delivery to Purchaser of copiesof receipts showing payment of such Sales Taxes. Purchaser shall be responsible for thepayment of any amount of Sales Taxes payable in respect of its purchase of the Assetspursuant hereto and any interest and penalties payable in respect thereto and shallindemnify and save harmless Vendor in respect thereof.

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ARTICLE 3CONDITIONS OF CLOSING

3.1 Required Consents

Both before and after Closing, each of the Parties shall use all reasonable efforts to obtain any andall approvals required under Applicable Law and any and all material consents of Third Parties required topermit the Transaction. The Parties acknowledge that the acquisition of such consents shall not be acondition precedent to Closing. It shall be the sole obligation of Purchaser, at Purchaser’s sole cost andexpense, to provide any and all financial assurances, remedial work or other documentation required byGovernmental Authorities to permit the transfer to Purchaser, and registration of Purchaser as owner and/oroperator, of any of the Assets including the Facilities and the Included Wells.

3.2 Mutual Conditions

The obligation of Purchaser to purchase Vendor’s interest in and to the Assets, and of Vendor tosell its interest in and to the Assets to Purchaser, is subject to the following conditions precedent:

(a) Vendor obtaining the Court Order;

(b) Inspector approval of the Agreement; and

(c) there shall not have been instituted any legal proceedings to obtain, and no court orGovernmental Authority of competent jurisdiction shall have issued, promulgated, enforcedor entered any judgment, decree, injunction or other order, whether temporary, preliminaryor permanent, that restrains, enjoins or otherwise prohibits consummation of theTransaction.

Unless otherwise agreed to by the Parties, if the conditions contained in this section 3.2 have notbeen performed or satisfied on or before February 15, 2020, this Agreement and the obligations of Vendorand Purchaser under this Agreement shall automatically terminate without any further action on the part ofeither Vendor or Purchaser.

3.3 Purchasers Conditions

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

(a) the representations and warranties of Vendor herein contained shall be true in all materialrespects when made and as of the Closing Date; and

(b) all obligations of Vendor contained in this Agreement to be performed prior to or at Closingshall have been timely performed in all material respects.

If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, orwaived by Purchaser, at or before the Closing Date, Purchaser may terminate this Agreement by writtennotice to Vendor. If Purchaser terminates this Agreement, Vendor and Purchaser shall be released anddischarged from all obligations hereunder except as provided in section 10.13.

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3.4 Vendors Conditions

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

(a) the representations and warranties of Purchaser herein contained shall be true in allmaterial respects when made and as of the Closing Date;

(b) all obligations of Purchaser contained in this Agreement to be performed prior to or atClosing shall have been timely performed in all material respects: and

(C) all amounts to be paid by Purchaser to Vendor at Closing, including the Purchase Price,shall have been paid to Vendor in the form stipulated in this Agreement.

If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, orwaived by Vendor, at or before the Closing Date, Vendor may terminate this Agreement by written noticeto Purchaser. If Vendor terminates this Agreement, Vendor and Purchaser shall be released anddischarged from all obligations hereunder except as provided in section 10.13.

3.5 Efforts to Fulfil Conditions Precedent

Purchaser and Vendor shall proceed diligently and in good faith and use all reasonable efforts tosatisfy and comply, and assist in the satisfaction and compliance, with the foregoing conditions precedent.

ARTICLE 4REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of Vendor and Trustee

Vendor makes only the following representations to Purchaser, no claim in respect of which shallbe made or be enforceable by Purchaser unless written notice of such claim, with reasonable particulars,is given by Purchaser to Vendor within a period of six (6) months following the Closing Date:

(a) Trustee has been appointed by the Court as Trustee of Corinthian and such appointmentis valid and subsisting: and

(b) subject to obtaining and pursuant to the Court Order, Vendor has the right to enter into thisAgreement and to complete the Transaction.

4.2 Representations and Warranties of Purchaser

Purchaser makes the following representations and warranties to Vendor, no claim in respect ofwhich shall be made or be enforceable by Vendor unless written notice of such claim, with reasonableparticulars, is given by Vendor to Purchaser within a period of six (6) months following the Closing Date:

(a) Purchaser is a corporation duly organized, validly existing and is authorized to carry onbusiness in the provinces in which the Lands are located;

(b) Purchaser has good right, full power and absolute authority to purchase and acquire theinterest of Vendor in and to the Assets according to the true intent and meaning of thisAgreement;

(c) except for obtaining the Court Order, the execution, delivery and performance of thisAgreement has been duly and validly authorized by any and all requisite corporate,shareholders’, directors’ or equivalent actions and will not result in any violation of, be in

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conflict with, or constitute a default under, any articles, charter, bylaw or other governingdocument to which Purchaser is bound;

(d) the execution, delivery and performance of this Agreement will not result in any violationof, be in conflict with, or constitute a default under, any term or provision of any agreementor document to which Purchaser is party or by which Purchaser is bound, nor under anyjudgement, decree, order, statute, regulation, rule or license applicable to Purchaser;

(e) provided the Court Order is obtained, this Agreement and any other agreements deliveredin connection herewith constitute valid and binding obligations of Purchaser enforceableagainst Purchaser in accordance with their terms;

(f) no authorization or approval or other action by, and no notice to or filing with, anyGovernmental Authority or regulatory body exercising jurisdiction over the Assets isrequired for the due execution, delivery and performance by Purchaser of this Agreement,other than authorizations, approvals or exemptions from requirement therefor previouslyobtained and currently in force or to be obtained prior to or after Closing;

(g) Purchaser has adequate funds available in an aggregate amount sufficient to pay: (i) allamounts required to be paid by Purchaser under this Agreement; and (ii) all expenseswhich have been or will be incurred by Purchaser in connection with this Agreement andthe Transaction;

(h) Purchaser has not incurred any obligation or liability, contingent or otherwise, for brokers’or finders’ fees in respect of this Agreement or the Transaction for which Vendor shall haveany obligation or liability:

(i) Purchaser is not a non-resident of Canada within the Income Tax Act (Canada); and

(j) Purchaser is not a non-Canadian person for the purposes of the Investment Canada Act(Canada).

4.3 Limitation of Representations by Vendor

(a) Notwithstanding anything to the contrary in this Agreement, Vendor expressly negates anyrepresentations or warranties except as expressly set forth in section 4.1, whether writtenor verbal, made by Vendor or its Representatives and in particular, without limiting thegenerality of the foregoing, Vendor disclaims all liability and responsibility for any suchrepresentation, warranty, statement or information made or communicated, whether verbalor in writing, to Purchaser or any of its Representatives. Vendor’s interest in and to theAssets shall be purchased on a strictly “as is, where is” basis and there are no collateralagreements, conditions, representations or warranties of any nature whatsoever made byVendor, express or implied, arising at law, by statute, in equity or otherwise, with respectto the Assets and in particular, without limiting the generality of the foregoing, there are nocollateral agreements, conditions, representations or warranties made by Vendor, expressor implied, arising at law, by statute, in equity or otherwise with respect to:

(i) any engineering, geological or other interpretation or economic evaluationsrespecting the Assets:

(ii) the quality, quantity or recoverability of Petroleum Substances within or under theLands or any lands pooled or unitized therewith;

(iii) any estimates of the value of the Assets or the revenues or cash flows from futureproduction from the Lands;

(iv) the rates of production of Petroleum Substances from the Lands;

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(v) the environmental state or condition of the Lands;

(vi) the availability or continued availability of facilities, services or markets for theprocessing, transportation or sale of any Petroleum Substances;

(vii) the quality, condition, fitness, suitability, serviceability or merchantability of anytangible depreciable equipment or property interests which comprise the Assets(including the Tangibles);

(viii) the accuracy or completeness of the Data Room Information or any other data orinformation supplied by the Vendor or any of its Representatives in connection withthe Assets;

(ix) the suitability of the Assets for any purpose;

(x) compliance with Applicable Laws; or

(xi) the title and interest or ownership of Vendor in and to the Assets.

(b) Without restricting the generality of the foregoing, Purchaser acknowledges that it hasmade its own independent investigation, analysis, evaluation and inspection of Vendor’sinterests in the Assets and the state and condition thereof and that it is satisfied with, andhas relied solely on, such investigation, analysis, evaluation and inspection as to itsassessment of the condition, quantum and value of the Assets and those mattersspecifically enumerated in section 4.3(a).

(c) Except with respect to the representations and warranties in section 4.1 or in the event offraud, Purchaser forever releases and discharges Vendor and its Representatives fromany claims and all liability to Purchaser or Purchaser’s assigns and successors, as a resultof the use or reliance upon advice, information or materials pertaining to the Assets whichwas delivered or made available to Purchaser by Vendor or its Representatives prior to orpursuant to this Agreement, including any evaluations, projections, reports and interpretiveor non-factual materials prepared by or for Vendor, or otherwise in Vendor’s possession.

ARTICLE 5INDEMNITIES FOR REPRESENTATIONS AND WARRANTIES

5.1 Vendors Indemnities for Representations and Warranties

Vendor shall be liable to Purchaser for and shall, in addition, indemnify Purchaser from and against,all Losses suffered, sustained, paid or incurred by Purchaser which would not have been suffered,sustained, paid or incurred had all of the representations and warranties contained in section 4.1 beenaccurate and truthful; provided, that nothing in this section 5.1 shall be construed so as to cause Vendor tobe liable to or indemnify Purchaser in connection with any representation or warranty contained in section4.1 if and to the extent that Purchaser did not rely upon such representation or warranty.

5.2 Purchasers Indemnities for Representations and Warranties

Purchaser shall be liable to Vendor for and shall, in addition, indemnify Vendor from and against,all Losses suffered, sustained, paid or incurred by Vendor which would not have been suffered, sustained,paid or incurred had all of the representations and warranties contained in section 4.2 been accurate andtruthful; provided, that nothing in this section 5.2 shall be construed so as to cause Purchaser to be liableto or indemnify Vendor in connection with any representation or warranty contained in section 4.2 if and tothe extent that Vendor did not rely upon such representation or warranty.

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5.3 Survival of Representations and Warranties

Each Party acknowledges that the other may rely on the representations and warranties made bysuch Party pursuant to section 4.1 or 4.2, as the case may be. The representations and warranties insections 4.1 and 4.2 shall be true as of the date hereof and on the Closing Date, and the representationsand warranties in section 4.2 shall continue in full force and effect and shall survive the Closing Date for aperiod of six (6) months; provided, the representations and warranties in section 4.1 shall not survive theClosing Date. In the absence of fraud, however, no claim or action shall be commenced with respect to abreach of any such representation and warranty, unless, within such period, written notice specifying suchbreach in reasonable detail has been provided to the Party which made such representation or warranty.

ARTICLE 6INDEMNITIES

6.1 Post-Closing Date Indemnity

Provided that Closing has occurred, Purchaser shall:

(a) be solely liable and responsible for any and all Losses which Vendor may suffer, sustain,pay or incur; and

(b) indemnify, release and save harmless Vendor and its Representatives from any and allLosses, actions, proceedings and demands, whatsoever which may be brought against orsuffered by Vendor or which it may sustain, pay or incur,

as a result of any matter or thing resulting from, attributable to or connected with the Assets andarising or accruing after the Closing Date.

6.2 Environmental Matters and Abandonment and Reclamation Obligations

Purchaser acknowledges that, insofar as the environmental condition of the Assets is concerned,it will acquire the Assets pursuant hereto on an “as is, where is” basis. Purchaser acknowledges that it isfamiliar with the condition of the Assets, including the past and present use of the Lands and the Tangibles,that Vendor has provided Purchaser with a reasonable opportunity to inspect the Assets at the sole cost,risk and expense of Purchaser (insofar as Vendor could reasonably provide such access) and thatPurchaser is not relying upon any representation or warranty of Vendor as to the environmental conditionof the Assets, Environmental Liabilities or Abandonment and Reclamation Obligations. Provided thatClosing has occurred, Purchaser shall:

(a) be solely liable and responsible for any and all Losses which Vendor may suffer, sustain,pay or incur; and

(b) indemnify, release and save harmless Vendor from any and all Losses, actions,proceedings and demands, whatsoever which may be brought against or suffered byVendor or which it may sustain, pay or incur,

as a result of any matter or thing arising out of, resulting from, attributable to or connected with anyEnvironmental Liabilities or any Abandonment and Reclamation Obligations. Once Closing has occurred,Purchaser shall be solely responsible for all Environmental Liabilities and all Abandonment andReclamation Obligations as between Vendor and Purchaser (including whether occurring or accruing priorto, on or after the Closing Date), pertinent to the Assets, and hereby releases Vendor from any claimsPurchaser may have against Vendor with respect to all such liabilities and responsibilities. Withoutrestricting the generality of the foregoing, Purchaser shall be responsible for all Environmental Liabilitiesand Abandonment and Reclamation Obligations (including whether occurring or accruing prior to, on orafter the Closing Date) in respect of the Included Wells and Facilities, if any.

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6.3 Third Party Claims

The following procedures shall be applicable to any claim by a Party (the “Indemnitee”) forindemnification pursuant to this Agreement from another Party (the “Indemnitor”) in respect of any Lossesin relation to a Third Party (a “Third Party Claim”):

(a) upon the Third-Party Claim being made against or commenced against the Indemnitee, theIndemnitee shall within ten (10) Business Days of notice thereof provide written noticethereof to the Indemnitor. The notice shall describe the Third-Party Claim in reasonabledetail and indicate the estimated amount, if practicable, of the indemnifiable Losses thathave been or may be sustained by the Indemnitee in respect thereof. If the Indemniteedoes not provide notice to the Indemnitor within such ten (10) Business Day period, thensuch failure shall only lessen or limit the Indemnitee’s rights to indemnity hereunder to theextent that the defence of the Third-Party Claim was prejudiced by such lack of timelynotice;

(b) if the Indemnitor acknowledges to the Indemnitee in writing that the Indemnitor isresponsible to indemnify the Indemnitee in respect of the Third Party Claim pursuanthereto, the Indemnitor shall have the right to do either or both of the following:

(i) assume carriage of the defence of the Third-Party Claim using legal counsel of itschoice and at its sole cost; and/or

(ii) settle the Third-Party Claim, provided the Indemnitor pays the full monetaryamount of the settlement and the settlement does not impose any restrictions orobligations on the Indemnitee;

(C) each Party shall co-operate with the other Party in the defence of the Third-Party Claim,including making available to the other Party and its Representatives whose assistance,testimony or presence is of material assistance in evaluating and defending the Third-PartyClaim;

(d) the Indemnitee shall not enter into any settlement, consent order or other compromise withrespect to the Third-Party Claim without the prior written consent of the Indemnitor (whichconsent shall not be unreasonably withheld or delayed), unless the Indemnitee waives itsrights to indemnification in respect of the Third Party Claim;

(e) upon payment of the Third-Party Claim, the Indemnitor shall be subrogated to all claimsthe Indemnitee may have relating thereto. The Indemnitee shall give such furtherassurances and co-operate with the Indemnitor to permit the Indemnitor to pursue suchsubrogated claims as reasonably requested by it; and

(f) if the Indemnitor has paid an amount pursuant to the indemnification obligations herein andthe Indemnitee shall subsequently be reimbursed from any source in respect of the ThirdParty Claim from any Third Party, the Indemnitee shall promptly pay the amount of thereimbursement (including interest actually received) to the Indemnitor, net of taxes requiredto be paid by the Indemnitee as a result of any such receipt.

ARTICLE 7ADJUSTMENTS & MAINTENANCE OF ASSETS

7.1 No Adjustments

There shall be no adjustments to the Purchase Price or otherwise in connection with theTransaction. The Purchaser assumes any liability for any of Corinthian’s share of outstanding municipaltaxes, surface leases and mineral leases or other costs relating to the Assets that are not otherwise stayed

-18-

by the bankruptcy and will be responsible for collecting from any working interest parties and remitting thebalance owed to the applicable Governmental Authority or other party as required.

7.2 Consent of Purchaser

Subject to Applicable Laws and directions of Governmental Authorities (including in relation to theTrusteeship proceedings of Corinthian and such proceedings themselves), Vendor shall not from the datehereof to the Closing Date, without the written consent of Purchaser, which consent shall not beunreasonably withheld by Purchaser and which, if provided, shall be provided in a timely manner:

(a) make any commitment or propose, initiate or authorize any capital expenditure with respectto the Assets of which Vendor’s share is in excess of $5,000.00, except in case of anemergency or in respect of amounts which Vendor may be committed to expend or bedeemed to authorize for expenditure without its consent; provided, however, that shouldPurchaser withhold its consent or fail to provide its consent in a timely manner and areduction in the value of the Assets results, there shall be no abatement or reduction in thePurchase Price;

(b) surrender or abandon any of the Assets, unless an expenditure of money is required toavoid the surrender or abandonment and Purchaser does not provide same in a timelyfashion, in which event the Assets in question shall be surrendered or abandoned withoutabatement or reduction in the Purchase Price;

(c) amend or terminate any Title Document or enter into any new agreement or commitmentrelating to the Assets; or

(d) sell, encumber or otherwise dispose of any of the Assets or any part or portion thereofexcepting sales of the Leased Substances in the normal course of business.

7.3 Proposed Actions

If an operation or the exercise of any right or option respecting the Assets is proposed incircumstances in which such operation or the exercise of such right or option would result in Purchaserincurring an obligation pursuant to section 7.2, the following shall apply to such operation or the exerciseof such right or option (hereinafter referred to as the “Proposal”):

(a) Vendor shall promptly give Purchaser notice of the Proposal, describing the particulars inreasonable detail;

(b) Purchaser shall, not later than twenty four (24) hours prior to the time Vendor is requiredto make its election with respect to the Proposal, advise Vendor, by notice, whetherPurchaser wishes Vendor to exercise Vendor’s rights with respect to the Proposal onPurchaser’s behalf, provided that Purchaser’s failure to make such election within suchperiod shall be deemed to be Purchaser’s election to participate in the Proposal;

(c) Vendor shall make the election authorized (or deemed to be authorized) by Purchaser withrespect to the Proposal within the period during which Vendor may respond to theProposal; and

(d) Purchaser’s election not to participate in any Proposal required to preserve the existenceof any of the Assets shall not entitle Purchaser to any reduction of the Purchase Price ifVendor’s interest therein is terminated as a result of such election, and such terminationshall not constitute a failure of Vendor’s representations and warranties pertaining to suchAssets, notwithstanding section 5.3.

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7.4 Post-Closing Transition

Following Closing and to the extent to which Purchaser must be novated into Title Documents andother agreements or documents to which the Assets are subject or otherwise recognized as the owner ofthe Assets, until that novation or recognition has been effected or for a period of ninety (90) days, whicheveris sooner, Vendor shall:

(a) in a timely manner, deliver to Purchaser all Third Party notices and communications,including authorizations for expenditures and mail ballots and all notices andcommunications received in respect of the Assets or events and occurrences affecting theAssets, and Vendor shall respond to such notices pursuant to Purchaser’s writteninstructions, if received on a timely basis, provided that Vendor may refuse to follow anyinstructions which it reasonably believes to be unlawful, unethical or in conflict with anyapplicable agreement or contract, and provided that nothing shall preclude Vendor fromtaking such actions as Vendor reasonably determines are necessary for the protection oflife or property, or as are required by all Applicable Laws, rules, regulations, orders anddirections of Governmental Authorities and other competent authorities; and

(b) receive all revenues which are the property of Purchaser pursuant to this Agreement, asbare trustee and shall remit such revenues to Purchaser in a timely fashion.

7.5 Vendor Deemed Purchasers Trustee and Agent

(a) Insofar as Vendor maintains the Assets and takes actions in relation thereto on Purchaser’sbehalf pursuant to this Article 7, Vendor shall be deemed to have been the bare trusteeand agent of Purchaser hereunder. Purchaser ratifies all actions taken by Vendor orrefrained from being taken by Vendor pursuant to this Article 7 in such capacity during suchperiod, with the intention that all such actions shall be deemed to be Purchaser’s actions.

(b) Insofar as Vendor participates in either operations or the exercise of rights or options asPurchaser’s agent pursuant to this Article 7, Vendor may require Purchaser to secure coststo be incurred by Vendor on Purchaser’s behalf pursuant to such election in such manneras may be reasonably appropriate in the circumstances.

(c) Purchaser shall indemnify Vendor and its Representatives against all Losses which Vendoror its Representatives may suffer or incur as a result of Vendor maintaining the Assets asPurchaser’s bare trustee and agent pursuant to this Article 7, insofar as such Losses arenot a direct result of the gross negligence or wilful misconduct of Vendor or itsRepresentatives. An action or omission of Vendor or of its Representatives shall not beregarded as gross negligence or wilful misconduct to the extent to which it was done oromitted from being done in accordance with Purchaser’s instructions (including anyelection deemed pursuant to section 7.3(b)) or concurrence.

7.6 Transfer of Operatorship

Insofar as Vendor operates any of the Assets, Purchaser acknowledges that Vendor may not beable to transfer operatorship of some or all of such Assets to Purchaser at or after Closing. Vendorcovenants with Purchaser that Vendor shall reasonably cooperate with Purchaser to obtain appropriateconsents and approvals for the assignment and transfer to Purchaser of operatorship of those of the Assetsof which Vendor is currently the operator.

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ARTICLE 8RIGHTS OF FIRST REFUSAL

8.1 Rights of First Refusal

(a) Within three (3) Business Days from the date hereof, Purchaser, acting reasonably and ingood faith, shall provide Vendor with its allocated values for the Assets which are subjectto Rights of First Refusal as identified in Schedule “C’. Promptly after such allocations areprovided to Vendor, Vendor shall send notices to the Persons (including Purchaser, ifapplicable) holding such Rights of First Refusal in accordance with the terms of the TitleDocuments creating them, using such values provided by Purchaser. Purchaser shall beliable for and indemnify and save Vendor harmless from and against all Losses whichVendor may suffer, sustain, pay or incur as a result of utilizing any value allocationssupplied by Purchaser.

(b) If any Third-Party elects to exercise any Rights of First Refusal, the portion of the Assetssubject to such Rights of First Refusal (the “Affected Asset”) shall not be sold pursuanthereto, and the definitions of “Assets”, “Lands”, “Leases”, “Miscellaneous Interests”,“Petroleum and Natural Gas Rights”, “Facilities”, “Tangibles” and “Included Wells” shall notinclude the Affected Asset. The Purchase Price and any applicable GST and/or SalesTaxes shall be reduced accordingly upon such Third-Party election; provided, in no eventshall the Purchase Price be reduced below One Dollar ($1).

ARTICLE 9PURCHASERS REVIEW AND ACCESS TO BOOKS AND RECORDS

9.1 Vendor to Provide Access

Prior to Closing, Vendor shall, subject to all contractual and fiduciary obligations, at the Calgaryoffices of Vendor during normal business hours, provide reasonable access for Purchaser and itsRepresentatives to Vendor’s records, books, accounts, documents, files, reports, information, materials,filings, and data, to the extent they relate directly to the Assets, as well as physical access to the Assets(insofar as Vendor can reasonably provide such access) for the purpose of Purchaser’s review of the Assetsand title thereto.

9.2 Access to Information

For a period of two (2) years after Closing and subject to contractual restrictions in favour of ThirdParties relative to disclosure, Purchaser shall, on request from Vendor, provide reasonable access toVendor at Purchaser’s offices, during its normal business hours, to the agreements and documents to whichthe Assets are subject and the contracts, agreements, records, books, documents, licenses, reports anddata included in the Miscellaneous Interests and the Title Documents which are then in the possession orcontrol of Purchaser and to make copies thereof, as Vendor may reasonably require, including for purposesrelating to:

(a) Corinthian’s or Vendor’s ownership of the Assets (including liabilities and claims that arisefrom or relate to acts, omissions, events, circumstances or operations on or before theClosing Date);

(b) enforcing its rights under this Agreement;

(c) compliance with Applicable Law; or

(d) any claim commenced or threatened by any Third Party against Corinthian or Vendor.

-21-

9.3 Maintenance of Information

All of the information, materials and other records delivered to Purchaser pursuant to the termshereof shall be maintained in good order and good condition and kept in a reasonably accessible locationby Purchaser for a period of two (2) years from the Closing Date.

ARTICLE 10GEN ERAL

10.1 Further Assurances

Each Party will, from time to time and at all times after Closing, without further consideration, dosuch further acts and deliver all such further assurances, deeds and documents as shall be reasonablyrequired to fully perform and carry out the terms of this Agreement.

10.2 No Merger

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

10.3 Trustee

Purchaser acknowledges that Trustee is acting solely in its capacity as the Court-appointed Trusteeof Corinthian and not in its personal or corporate capacity. Under no circumstances shall Trustee or any ofits Representatives have any liability pursuant to this Agreement, or in relation to the Transaction, in its ortheir personal or corporate capacity, whether such liability be in contract, tort or otherwise.

10.4 Entire Agreement

The provisions contained in any and all documents and agreements collateral hereto shall at alltimes be read subject to the provisions of this Agreement and, in the event of conflict, the provisions of thisAgreement shall prevail. This Agreement supersedes all other agreements, documents, writings and verbalunderstandings between the Parties relating to the subject matter hereof and expresses the entireagreement of the Parties with respect to the subject matter hereof.

10.5 Governing Law

This Agreement shall, in all respects, be subject to, interpreted, construed and enforced inaccordance with and under the laws of the Province of Alberta and the laws of Canada applicable thereinand shall, in every regard, be treated as a contract made in the Province of Alberta. The Parties irrevocablyattorn and submit to the exclusive jurisdiction of the courts of the Province of Alberta and courts of appealtherefrom in respect of all matters arising out of this Agreement.

10.6 Signs and Notifications

Within sixty (60) days following Closing, Purchaser shall remove any signage which indicatesCorinthian’s ownership or operation of the Assets. It shall be the responsibility of Purchaser to erect orinstall any signage required by applicable Governmental Authorities indicating Purchaser to be the owneror operator of the Assets.

- 22 -

10.7 Assignment and Enurement

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

10.8 Time of Essence

Time shall be of the essence in this Agreement.

10.9 Notices

The addresses and fax numbers of the Parties for delivery of notices hereunder shall be as follows:

Vendor - Alvarez & Marsal Canada Inc.Suite 1110, 250_6th Avenue SWCalgary, AB T2P 3H7

Attention: Orest KonowaichukFax: (403) 538-7551Email: okonowalchuk@alvarezandmarsal.com

Purchaser - Convega Energy Ltd.710 -20 Crowfoot Crescent NW Suite 721Calgary, Alberta T3G 2P6

Attention: Rob Lockwood, Pies.Email: rlockwood@convegaenergy.com

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

(a) by delivery to a Party between 8:00 am. and 4:00 p.m. on a Business Day at the addressof such Party for notices, in which case, the notice shall be deemed to have been receivedby that Party when it is delivered;

(b) by email to a Party to the email address of such Party for notices, in which case, if thenotice was sent prior to 4:00 p.m. on a Business Day, the notice shall be deemed to havebeen received by that Party when it was sent and if it is sent on a day which is not aBusiness Day or is sent after 4:00 p.m. on a Business Day, it shall be deemed to havebeen received on the next following Business Day; or

(c) except in the event of an actual or threatened postal strike or other labour disruption thatmay affect mail service, by first class registered postage prepaid mail to a Party at theaddress of such Party for notices, in which case, the notice shall be deemed to have beenreceived by that Party on the fourth (4th) Business Day following the date of mailing.

A Party may from time to time change its address for service, facsimile number for service, emailaddress or designated representative by giving written notice of such change to the other Party.

10.10 Invalidity of Provisions

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

- 23 -

10.11 Waiver

No failure on the part of any Party in exercising any right or remedy hereunder shall operate as awaiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other orfurther exercise thereof or the exercise of any right or remedy in law or in equity or by statute or otherwiseconferred. No waiver by any Party of any breach (whether actual or anticipated) of any of the terms,conditions, representations or warranties contained herein shall take effect or be binding upon that Partyunless the waiver is expressed in writing under the authority of that Party. Any waiver so given shall extendonly to the particular breach so waived and shall not limit or affect any rights with respect to any other orfuture breach.

10.12 Amendment

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

10.13 Confidentiality and Public Announcements

Until Closing has occurred, each Party shall keep confidential all information obtained from theother Party in connection with the Assets and shall not release any information concerning this Agreementand the Transaction without the prior written consent of the other Party, which consent shall not beunreasonably withheld. Nothing contained herein shall prevent a Party at any time from furnishinginformation (i) to any Governmental Authority or regulatory authority or to the public or otherwise if requiredby Applicable Law or as directed by any Governmental Authority or regulatory authority (including in relationto the Trusteeship proceedings of Corinthian and such proceedings themselves); or (ii) in connection withobtaining the Court Order; or (iii) as required to Corinthian’s secured creditors.

(Remainder of page intentionally left blank. Signature pages to follow.)

- 24 -

10.14 Counterpart Execution

This Agreement may be executed and delivered in counterpart and transmitted by facsimile or otherelectronic means and all such executed counterparts, including electronically transmitted copies of suchcounterparts, shall together constitute one and the same agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first abovewritten.

ALVAREZ & MARSAL CANADA INC., solely in CONVEGA ENERGY LTD.its capacity as the Trustee of CORINTHIAN OILCORP. and not in its personal or corporatecapacity

Per:

________________

Per: Name: Robert LockwoodName: Orest Konowalchuk, LIT Title: PresidentTitle: Senior Vice President

Per:Per. Name:Name: Title:Title:

- 24 -

10.14 Counterpart Execution

This Agreement may be executed and delivered in counterpart and transmitted by facsimile or otherelectronic means and all such executed counterparts, including electronically transmitted copies of suchcounterparts, shall together constitute one and the same agreement.

writtenIN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above

ALVAREZ & MARSAL CANADA INC., solely inits capacity as the Trustee of CORINTHIAN OILCORP. and not in its personal or corporatecapacity

Per:Name: Crest KonowalchukTitle: Senior Vice President

Per:

___________________

Name:Title:

CONVEGA ENERGY LTD.

Per:Name: R’6bert LockwoodTitle: President

Per:Name:Title:

THE FOLLOWING COMPRISES SCHEDULE ‘A” ATTACHED TO AND FORMING PART OF APURCHASE AND SALE AGREEMENT DATED THE l9th DAY OF DECEMBER 2019 BETWEENALVAREZ & MARSAL CANADA INC., solely in its capacity as Trustee of CORINTHIAN OIL CORP. andnot in its personal or corporate capacity and CONVEGA ENERGY LTD.

Lands and Petroleum and Natural Gas Rights

The following comprises Schedule ‘A”.

VENDOR SPLIT CROWN NO. DESCRIPTION RIGHTS VENDOR BURDENSFILE NO. INTEREST

M01654 A 0499070224 Sec. 36-25-9 PNG to base 66.667 Crown SSW4 Mannville

M01667 A 0499080207 Sec. 6-26-8 PNG to base 12.75 Crown SSW4 Mannville

M01656 A 0403050039 Sec. 7-26-8 PNG below 100 Crown SS

W4 2WS to base

Mannville

M01648 A 0402030086 Sec. 18-26-8 PNG to base 100 Crown SSW4 Mannville

M01646 A,B 0497040384 Sec. 20-26-8 PNG to base 100 Crown

W4 Mannville SS, 15%

GORR on

gas, 5-

15% on

oil on

100%

M01653 A 26125 Sec. 28-26-8 PNG to base 92.3698 Crown

W4 Mannville SS, 4%

(excl 103/11- GORR on

28-026- 50%08W4/00;

/02; and /03

wellbores &

prod)

CANDMS: \1291 59372\4

-2-

VENDOR SPLIT CROWN NO. DESCRIPTION RIGHTS VENDOR BURDENSFILE NO. INTERESTM01665 A 0404080404 S&NESec. 29- PNG to base 100 Crown SS

26-8 W4 Mannville

M01684 A 0496110257 NW Sec. 29- PNG to base 100 Crown26-8 W4 Mannviile SS,15%

GORR ongas, 5-15% onoil.

M01649 A 0402050499 Sec. 33-26-8 PNG to base 100 Crown SSW4 Mannviiie

M01643 A 0499070226 Sec. 1-26-9 PNG to base 66.6667 Crown SSW4 Mannville

M01676 A 0479010161 Sec. 3-27-8 PNG in 17.5 Crown SSW4 Mannvilie

M01631 A,B 0497080219 Sec. 4-27-8 PNG to base 100 Crown SSW4 Mannville

M01600 B 0494100373 Sec. 6-27-8 PNG to base 100 Crown SSW4 Mannviile

M01633 A 0497080221 Sec. 10-27-8 PNG to base 100 Crown SSW4 Mannville

M01603 A 0495040032 Sec. 16-27-8 PNG below 100 Crown SSW4 Viking to

baseMan nvi lie

M01603 B 0495040032 N&SW Sec. PNG to base 100 Crown16-27-8 W4 Viking 55, 15%

GORR ongas, 5-15% onoil on25%

M01604 A 0495040033 Sec. 21-27-8 PNG below 100 Crown SSW4 Viking to

baseMan nvi lie

CAN DMS: \1 291 59372\4

-3-

VENDOR SPLIT CROWN NO. DESCRIPTION RIGHTS VENDOR BURDENSFILE NO. INTERESTM01657 A 0494100375 NE Sec. 26- PNG to base 100 Crown SS

27-8W4 Viking

M01660 A 0406050376 NE Sec. 26- PNG below 100 Crown27-8 W4 Viking to SS, GORR

base 15% onMannville 75%(excl PNG inGlauc)

M01660 B 0406050376 NE Sec. 26- PNG Glauc 100 Crown SS27-8 W4

M01663 A CNRL FEE S&NW Sec. PNG below 100BPO Crown26-27-8 W4 Base Vik to SS, GORR

base Colony 15% on(exci Glauc) 75%

M01663 B CNRL FEE S&NW Sec. PNG to base 100 Crown26-27-8 W4 Vik BPO SS, GORR

15% on75%

M01605 A 0495040034 Sec. 29-27-8 PNG below 100 Crown SSW4 Viking to

base

Man nvi II e

M01593 A 15592A Sec. 31-27-8 PNG to base 15.3125 CrownW4 Mannville SS, 15%

GORR ongas, 5-15% onoil on50%

M01605 B 0495040034 Sec. 32-27-8 PNG below 100 Crown SSW4 Vikingto

baseMannville

CAN_DMS: \129159372\4

-4-

VENDOR SPLIT CROWN NO. DESCRIPTION RIGHTS VENDOR BURDENSFILE NO. INTERESTM01630 A 0494110474 NE Sec. 7-27- PNG base 100 Crown SS

9W4 GlauctobaseMannville

M01630 C 0494110474 NE Sec. 7-27- PNG to base BPO - Crown SS9W4 Glauc Cony.

GORR

15% ongas, 5-15% onoil on100%

M01659 A 0405030742 S & NW Sec. PNG base 100 Crown SS7-27-9 W4 Glauc to base

Mannville

M01659 C 0405030742 S & NW Sec. PNG to base BPO -

7-27-9 W4 Glauc ConyGORR15% ongas, 5-15% onoil on100%

M01659 D 0405030742 5 & NW Sec. 102/05-07- BPO - Crown SS7-27-9 W4 027-09- Non

W4/00 ConyWellbore GORRProduction 15% on

gas, 5-15% onoilon100%

CAN_DMS: \129159372\4

-5-

VENDOR SPLIT CROWN NO. DESCRIPTION RIGHTS VENDOR BURDENSFILE NO. INTERESTM01611 A 0495050227 Sec. 10-27-9 PNG to base 100 Crown SS

W4 Mannville

M01607 A 0499050191 N Sec. 16-27- PNG to base 100 Crown SS9 W4 Mannville(EXCL100/06-16-027-

09W4/00)

M01607 B 0499050191 N & SW Sec. 100/06-16- GORR Crown SS16-27-9 W4 027-09W4/00 15% on

Welibore gas, 5-Production 15% on

oil on100%

M01607 C 0499050191 SW Sec. 16- PNG to base 100 Crown SS27-9 W4 Mannville(EXCL100/06-16-027-09W4/00)

M01610 A 0493110060 SE Sec. 16- PNG to base 100 Crown SS27-9 MannvilleW4(EXCL100/06-16-

027-09W4/00)

M01610 B 0493110060 SE Sec. 16- (100/06-16- BPO - Crown SS27-9 W4 027-09W4/00 Cony

Welibore GORRProduction) 15% on

gas, 5-15% onoil on100%

CANDMS: \129159372\4

-6-

VENDOR SPLIT CROWN NO. DESCRIPTION RIGHTS VENDOR BURDENSFILE NO. INTERESTM01591 A 32388 Sec. 21-27-9 PNG to base 100 Crown

W4 Mannville SS, 2.5%GORR

M01592 A 32390 Sec. 28-27-9 PNG to base 100 CrownW4 Viking SS, 2.5%

GORRM01661 A 0406090504 Sec. 28-27-9 PNG base 100 Crown

W4 Viking to SS, 13%base GORR onMannville gas, 7.5-

13% onoil on100%

M01592 B 32390 Sec. 29-27-9 PNG to base 100 CrownW4 Mannville SS, 2.5%

GORRM01651 A 0403050850 Sec. 30-27-9 PNG to base 100 Crown 55

W4 Viking

M01655 A 0404050089 Sec. 12-27-10 PNG below 100 Crown SSW4 base Glauc to

baseMan nvi lie

M01655 B 0404050089 Sec. 12-27-10 PNG to base BPO - NAW4 Glauc Non-

(excluding Cony100-06-12- GORR27-1OW4M 15% onWeilbore gas, 5-Production) 15% on

oil on100%

M01655 C 0404050089 Sec. 12-27-10 100-06-12- BPO - NAW4 27-1OW4M Non

Welibore ConyProduction GORR

15% ongas, 5-15% onoil on100%

CAN_DMS: \129159372\4

-7-

VENDOR SPLIT CROWN NO. DESCRIPTION RIGHTS VENDOR BURDENSFILE NO. INTEREST

M01682 D 0404040134 S&NW Sec. 3- PNG below 25 Crown SS28-8 W4 Viking to 2.5%

base GORR onMannville gas, 2.5-

5% on oilon 25%

M01686 A 0497060329 NE Sec. 3-28- PNG below 25 Crown8 W4 Viking to 55, 2.5%

base GORR onMannville gas, 2.5-

5% on oilon 25%

M01682 A 0404040134 SE Sec. 4-28- PNG below 100.00 Crown8 W4 Fish Scales to BPO SS, BPO -

base 60.00 Cony.Mannville APO 15%

GORRM01682 B 0404040134 SW Sec. 4-28- PNG below 60 Crown SS

8 W4 Fish Scales tobaseMannville

M01682 C 0404040134 NE Sec. 4-28- PNG below 60 Crown SS8 W4 Fish Scales to

baseMan nvi II e

CAN_DMS: \129159372\4

-8-

THE FOLLOWING COMPRISES SCHEDULE B ATTACHED TO AND FORMING PART OF APURCHASE AND SALE AGREEMENT DATED THE 1gth DAY OF DECEMBER 2019 BETWEENALVAREZ & MARSAL CANADA INC. solely in its capacity as Trustee and manager of CORINTHIAN OILCORP. and not in its personal or corporate capacity, and CONVEGA ENERGY LTD.

Included Wells and Facilities

Included Wells

1 00/02-04-028-08-W4/00

1 02/08-32-027-08-W4100

Facilities & Pipelines

None, other than those related to the Included Wells (if any).

CAN_DMS: \129159372\4

-9-

THE FOLLOWING COMPRISES SCHEDULE ‘C’ ATTACHED TO AND FORMING PART OF APURCHASE AND SALE AGREEMENT DATED THE 191 DAY OF DECEMBER 2019 BETWEENALVAREZ & MARSAL CANADA INC., solely in its capacity as Trustee of CORINTHIAN OIL CORP. andnot in its personal or corporate capacity and CONVEGA ENERGY LTD.

RIGHTS OF FIRST REFUSAL

VENDOR AGREEMENT THIRD PARTIES LANDS/RIGHTS VENDORFILE INTEREST

C01219 FARMOUT CANADIAN SEC. 3-27-8 W4 17.5%AGREEMENT NATURALDATED RESOURCES PNG IN MANNVILLEDECEMBER 18,1978 0989 RESOURCE EXCL. WELLBORES AND

PARTNERSHIP PROD FROM:

1 00/07-03-027-08-W4/00

C01171 JOINT CANADIAN SEC.31-27-8W4 15.3125%OPERATING NATURALAGREEMENT RESOURCES PNG TO BASEDATED JANUARY MANNVILLE1, 1979

EXCL. WELLBORES ANDPROD FROM:

1 00/06-3 1 -027-08-W4!00

1 00/07-3 1 -027-08-W4/00

100/1 6-31 -027-08-W4/00

CAN_DMS: \1 291 59372\4

THE FOLLOWING COMPRISES SCHEDULE “D” ATTACHED TO AND FORMING PART OF A PURCHASEAND SALE AGREEMENT DATED THE 191h DAY OF DECEMBER 2019 BETWEEN ALVAREZ & MARSALCANADA INC., solely in its capacity as Trustee of CORINTHIAN OIL CORP. and not in its personal or corporatecapacity, and CONVEGA ENERGY LTD.

GENERAL CONVEYANCE

THIS GENERAL CONVEYANCE made as of this

____

day of

_____________,

2020.

BETWEEN:

ALVAREZ & MARSAL CANADA INC., in its capacity as the Trustee ofCORINTHIAN OIL CORP. and not in its personal or corporate capacity(hereinafter referred to as “Vendor”)

- and -

CONVEGA ENERGY LTD., a corporation incorporated under the laws ofAlberta (hereinafter referred to as “Purchaser”)

WHEREAS pursuant to an order of the Honourable Madam Justice K.M. Homer of the Alberta Courtof Queen’s Bench (the “Court”) dated February 20, 2018 (the “Appointment Order”), Alvarez & MarsalCanada Inc. was appointed Trustee of Corinthian Oil Corp.

AND WHEREAS Vendor wishes to sell, and Purchaser wishes to purchase, the Assets subject to andin accordance with the terms and conditions contained herein;

NOW THEREFORE for the consideration provided in the Purchase Agreement and in consideration ofthe premises hereto and the covenants and agreements hereinafter set forth and contained, the Partiescovenant and agree as follows:

1. Definitions

In this General Conveyance, including the recitals hereto, the definitions set forth in the PurchaseAgreement are adopted herein by reference and, in addition:

“Purchase Agreement” means that Purchase and Sale Agreement between Vendor andPurchaser dated December 19, 2019.

2. Conveyance

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

3. Subordinate Document

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

4. No Merger

The covenants, representations, warranties and indemnities contained in the Purchase Agreement areincorporated herein as fully and effectively as if they were set out herein and there shall be no merger of any

covenant, representation, warranty or indemnity contained in the Purchase Agreement by virtue of theexecution and delivery hereof, any rule of law, equity or statute to the contrary notwithstanding.

5. Governing Law

This General Conveyance shall be subject to and interpreted, construed and enforced in accordancewith the laws of the Province of Alberta and the laws of Canada applicable therein and shall, in every regard,be treated as a contract made in the Province of Alberta. The Parties irrevocably attorn and submit to theexclusive jurisdiction of the courts of the Province of Alberta and courts of appeal therefrom in respect of allmatters arising out of this Agreement.

6. Enurement

This General Conveyance shall be binding upon and shall enure to the benefit of each of the Partiesand their respective administrators, trustees, Trustees, successors and assigns.

7. Further Assurances

Each Party will, from time to time and at all times hereafter, at the request of the other Party but withoutfurther consideration, do all such further acts and execute and deliver all such further documents as shall bereasonably required in order to fully perform and carry out the terms hereof.

8. Counterpart Execution

This Agreement may be executed in counterpart and by facsimile or other electronic means and allsuch executed counterparts together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Parties have executed this General Conveyance on the date first abovewritten.

ALVAREZ & MARSAL CANADA INC., solely in its CONVEGA ENERGY LTD.capacity as the Trustee of CORINTHIAN OILCORP., and not in its personal or corporatecapacity

Per:

_____________________________________

Per:

_____________________________________

Name: Name:Title: Title:

THE FOLLOWING COMPRISES SCHEDULE “E” ATTACHED TO AND FORMING PART OF A PURCHASEAND SALE AGREEMENT DATED 1 9th DAY OF DECEMBER 2019 BETWEEN ALVAREZ & MARSAL CANADAINC., solely in its capacity as Trustee of CORINTHIAN OIL CORP. and not in its personal or corporate capacity,and CONVEGA ENERGY LTD.

FVENDOR’Sl[PURCHASER’Sl OFFICER’S CERTIFICATE

TO: [Name of Vendor/Purchaser] [(the “Vendor”)] [(the “Purchaser”)]

RE: Purchase and Sale Agreement dated December 19, 2019 between Vendor and Purchaser (the“Agreement”)

Unless otherwise defined herein, the definitions provided for in the Agreement are adopted in this certificate(the “Certificate”).

I, [Name], [Position] of [Name of Vendor/Purchaser] [(the “Vendor”)] [(the “Purchaser”)] herebycertify that as of the date of this Certificate:

1. The undersigned is personally familiar, in [hisl[her] capacity as an officer of [Vendor][Purchaser],with the matters hereinafter mentioned.

2. Each of the covenants, representations and warranties of the [Vendor][Purchaser] contained inArticle 4 of the Agreement were true and correct in all material respects when made and are true and correctin all material respects as of the Closing Date.

3. All obligations of [Vendor][Purchaser] contained in the Agreement to be performed prior to or atClosing have been timely performed in all material respects.

4. This Certificate is made for and on behalf of the [Vendor][Purchaser] and is binding upon it, and Iam not incurring, and will not incur, any personal liability whatsoever with respect to it.

5. This Certificate is made with full knowledge that the [Vendor][Purchaser] is relying on the same forthe Closing of the transactions contemplated by the Agreement.

IN WITNESS WHEREOF I have executed this Certificate this — day of

____________,

2020.

[Name of Vendor/Purchaser]

Per:

____________________________________

Name:

____________________________________

Title:

THE FOLLOWING COMPRISES SCHEDULE “F’ ATTACHED TO AND FORMING PART OF A PURCHASEANDSALEAGREEMENTDATED 19tIDAYOF DECEMBER2019 BETWEENALVAREZ& MARSALCANADAINC., solely in its capacity as Trustee of CORINTHIAN OIL CORP. and not in its personal or corporate capacity,and CONVEGA ENERGY LTD.

COURT ORDER

COURT FILE NUMBER

COURT COURT OF QUEEN’S BENCH OF ALBERTA

JUDICIAL CENTRE

PLAINTIFF

DEFENDANT

DOCUMENT APPROVAL AND VESTING ORDER(Sale by Trustee)

ADDRESS FOR SERVICE ANDCONTACT INFORMATION OF PARTYFILING THIS DOCUMENT

DATE ON WHICH ORDER WAS PRONOUNCED:

_____________________________

LOCATION WHERE ORDER WAS PRONOUNCED:

___________________________

NAME OF JUSTICE WHO MADE THIS ORDER:

______________________________

UPON THE APPLICATION of Alvarez & Marsal Canada Inc. solely in its capacity as Court-appointed

Trustee (Trustee) of the current and future assets, undertakings and properties of Corinthian Oil Corp. (the

Debtor) for an order approving the sale transaction (the Transaction) contemplated by an agreement of

purchase and sale (the Sale Agreement) between the Trustee and Convega Energy Ltd. (the Purchaser)

dated December 19, 2019 and appended in an unredacted form as a confidential appendix to the• Report of

the Trustee, dated •, 2019 (the •th Report), and vesting in the Purchaser (or its nominee) the Debtor’s right,

title and interest in and to the assets described in the Sale Agreement as the Assets (the Purchased Assets);

AND UPON HAVING READtheTrusteeship Orderdated February20, 2018 (theTrusteeship Order),

the •th Report and the Trustee’s prior reports; AND UPON hearing counsel for the Trustee and any other

interested parties that may be present; AND UPON IT APPEARING that all interested and affected parties

have been served with notice of this Application; AND UPON having read the pleadings, proceedings, orders

and other materials filed in this action;

Clerk’s Stamp

IT IS HEREBY ORDERED AND DECLARED THAT:

SERVICE

Service of notice of this application and supporting materials is hereby declared to be good and

sufficient, and no other person is required to have been served with notice of this application, and time

for service of this application is abridged to that actually given.

APPROVAL OF TRANSACTIONS

2. The Transaction is hereby approved, and execution of the Sale Agreement by the Trustee is hereby

authorized and approved, with such minor amendments as the Trustee may deem necessary. The

Trustee is hereby authorized and directed to take such additional steps and execute such additional

documents as may be necessary or desirable for completion of the Transaction and conveyance of the

Purchased Assets to the Purchaser (or its nominee).

VESTING OF PROPERTY

3. Subject only to approval by the Alberta Energy Regulator (Energy Regulator) of transfer of any

applicable licenses, permits and approvals pursuant to section 24 of the Oil and Gas Conser,ation Act

(Alberta) and Section 18 of the Pipeline Act (Alberta) upon delivery of a Trustee’s certificate to the

Purchaser (or its nominee) substantially in the form set out in Schedule “A” hereto (the Trustee’s

Closing Certificate), all of the Debtor’s right, title and interest in and to the Purchased Assets listed at

Schedule “B” hereto shall vest absolutely in the name of the Purchaser (or its nominee), free and

clear of and from any and all caveats, security interests, hypothecs, pledges, mortgages, liens, trusts

or deemed trusts, reservations of ownership, royalties, options, rights of pre-emption, privileges,

interests, assignments, actions, judgements, executions, levies, taxes, writs of enforcement, charges,

or other claims, whether contractual, statutory, financial, monetary or otherwise, whether or not they

have attached or been perfected, registered or filed and whether secured, unsecured or otherwise

(collectively, Claims) including, without limiting the generality of the foregoing:

(a) any encumbrances or charges created by the Trusteeship Order;

(b) any charges, security interests or claims evidenced by registrations pursuant to the PersonalProperty Security Act (Alberta) or any other personal property registry system;

(c) any liens or claims of lien under the Builders’ Lien Act (Alberta); and

(d) those Claims listed in Schedule “C” hereto (all of which are collectively referred to as theEncumbrances”, which term shall not include the permitted encumbrances, caveats, interests,

easements, and restrictive covenants listed in Schedule ‘D” (collectively, PermittedEncumbrances)

and for greater certainty, this Court orders that all Claims including Encumbrances other than Permitted

Encumbrances, affecting or relating to the Purchased Assets are hereby expunged, discharged and

terminated as against the Purchased Assets.

4. Upon delivery of the Trustee’s Closing Certificate, and upon filing of a certified copy of this Order,

together with any applicable registration fees, all governmental authorities including those referred to

below in this paragraph (collectively, Governmental Authorities) are hereby authorized, requested

and directed to accept delivery of such Trustee’s Closing Certificate and certified copy of this Order as

though they were originals and to register such transfers, interest authorizations, discharges and

discharge statements of conveyance as may be required to convey to the Purchaser or its nominee

clear title to the Purchased Assets subject only to Permitted Encumbrances. Without limiting the

foregoing, Alberta Energy (Energy Ministry) shall and is hereby authorized, requested and directed to

forthwith:

(a) cancel and discharge those Claims including builders’ liens, security notices, assignments

under section 426 (formerly section 177) of the Bank Act (Canada) and other Encumbrances

(but excluding Permitted Encumbrances) registered (whether before or after the date of this

Order) against the estate or interest of the Debtor in and to any of the Purchased Assets

located in the Province of Alberta; and

(b) transfer all Crown leases conveyed under the Sale Agreement standing in the name of the

Debtor, to the Purchaser (or its nominee) free and clear of all Claims including Encumbrances

but excluding Permitted Encumbrances.

5. In order to effect the transfers and discharges described above, this Court directs each of the

Governmental Authorities to take such steps as are necessary to give effect to the terms of this Order

and the Sale Agreement. Presentment of this Order and the Trustee’s Closing Certificate shall be the

sole and sufficient authority for the Governmental Authorities to make and register transfers of title or

interest and cancel and discharge registrations against any of the Purchased Assets of any Claims

including Encumbrances but excluding Permitted Encumbrances.

6. No authorization, approval or other action by and no notice to or filing with any governmental authority

or regulatory body exercising jurisdiction over the Purchased Assets is required for the due execution,

delivery and performance by the Trustee of the Sale Agreement, other than any required approval by

the Energy Regulator referenced in paragraph 3 above.

7. For the purposes of determining the nature and priority of Claims, net proceeds from sale of the

Purchased Assets (to be held in an interest bearing trust account by the Trustee) shall stand in the

place and stead of the Purchased Assets from and after delivery of the Trustee’s Closing Certificate

and all Claims including Encumbrances (but excluding Permitted Encumbrances) shall not attach to,

encumber or otherwise form a charge, security interest, lien, or other Claim against the Purchased

Assets and may be asserted against the net proceeds from sale of the Purchased Assets with the same

priority as they had with respect to the Purchased Assets immediately prior to the sale, as if the

Purchased Assets had not been sold and remained in the possession or control of the person having

that possession or control immediately prior to the sale. Unless otherwise ordered (whether before or

after the date of this Order), the Trustee shall not make any distributions to creditors of net proceeds

from sale of the Purchased Assets without further order of this Court, provided however the Trustee

may apply any part of such net proceeds to repay any amounts the Trustee has borrowed for which it

has issued a Trustee’s Certificate pursuant to the Trusteeship Order.

8. Except as expressly provided for in the Sale Agreement or by section 5 of the Alberta Employment

Standards Code, the Purchaser (or its nominee) shall not, by completion of the Transaction, have

liability of any kind whatsoever in respect of any Claims against the Debtor.

9. Upon completion of the Transaction, the Debtor and all persons who claim by, through or under the

Debtor in respect of the Purchased Assets, and all persons or entities having any Claims of any kind

whatsoever in respect of the Purchased Assets, save and except for persons entitled to the benefit of

the Permitted Encumbrances (and in all such cases subject to paragraph 8 hereof), shall stand

absolutely and forever barred, estopped and foreclosed from and permanently enjoined from pursuing,

asserting or claiming any and all right, title, estate, interest, royalty, rental, equity of redemption or other

Claim whatsoever in respect of or to the Purchased Assets.

10. The Purchaser (or its nominee) shall be entitled to enter into and upon, hold and enjoy the Purchased

Assets for its own use and benefit without any interference of or by the Debtor, or any person claiming

by, through or against the Debtor.

11. Immediately upon closing of the Transaction, holders of Permitted Encumbrances shall have no claim

whatsoever against the Trustee.

12. The Trustee is directed to file with the Court a copy of the Trustee’s Closing Certificate forthwith after

delivery thereof to the Purchaser (or its nominee).

MISCELLANEOUS MATTERS

13. Notwithstanding:

(a) the pendency of these proceedings and any declaration of insolvency made herein;

(b) the pendency of any applications for a bankruptcy order now or hereafter issued pursuant to

the Bankruptcy and InsolvencyAct, R.S.C. 1985, c.B-3, as amended (the “BIA”), in respect of

the Debtor, and any bankruptcy order issued pursuant to any such applications;

(c) any assignment in bankruptcy made in respect of the Debtor; and

(d) the provisions of any federal or provincial statute:

the vesting of the Purchased Assets in the Purchaser (or its nominee) pursuant to this Order shall be

binding on any trustee in bankruptcy that may be appointed in respect of the Debtor and shall not be

void or voidable by creditors of the Debtor, nor shall it constitute nor be deemed to be a transfer at

undervalue, settlement, fraudulent preference, assignment, fraudulent conveyance, or other

reviewable transaction under the BIA or any other applicable federal or provincial legislation, nor shall

it constitute oppressive or unfairly prejudicial conduct pursuant to any applicable federal or provincial

legislation.

14. The Trustee, the Purchaser (or its nominee) and any other interested party, shall be at liberty to apply

for further advice, assistance and direction as may be necessary in order to give full force and effect to

the terms of this Order and to assist and aid the parties in closing the Transaction.

15. This Honourable Court hereby requests the aid and recognition of any court, tribunal, regulatory or

administrative body having jurisdiction in Canada or in any of its provinces or territories or in any foreign

jurisdiction, to act in aid of and to be complimentary to this Court in carrying out the terms of this Order,

to give effect to this Order and to assist the Trustee and its agents in carrying out the terms of this

Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully requested to

make such order and to provide such assistance to the Trustee, as an officer of the Court, as may be

necessary or desirable to give effect to this Order or to assist the Trustee and its agents in carrying out

the terms of this Order.

16. Service of this Order shall be deemed good and sufficient by:

(a) Serving the same on:

(i) the persons listed on the service list created in these proceedings;

(ii) any other person served with notice of the application for this Order;

(iii) any other parties attending or represented at the application for this Order;

(iv) the Purchaser or the Purchaser’s solicitors; and

(b) Posting a copy of this Order on the Trustee’s website at:https://www.alvarezandmarsal.com/manitok.

and service on any other person is hereby dispensed with.

17. Service of this Order may be effected by facsimile, electronic mail, personal delivery or courier. Serviceis deemed to be effected the next business day following transmission or delivery of this Order.

J.C.Q.B.A.

Schedule “A”

Form of Trustee’s Certificate

COURT FILE NUMBER 25-2332583 Clerks Stamp25-233261025-2335351

COURT COURT OF QUEEN’S BENCH OF ALBERTA

JUDICIAL CENTRE CALGARY

PROCEEDINGS IN THE MATTER OF THE NOTICE OF INTENTION TOMAKE A PROPOSAL OF MAN ITOK ENERGY INC.

IN THE MATTER OF THE NOTICE OF INTENTION TOMAKE A PROPOSAL OF RAIMOUNT ENERGY CORP.

IN THE MATTER OF THE NOTICE OF INTENTION TOMAKE A PROPOSAL OF CORINTHIAN OIL CORP.

APPLICANT ALVAREZ & MARSAL CANADA INC. solelyin its capacity as the Court-appointed Trusteeof CORINTHIAN OIL CORP.

DOCUMENT TRUSTEE’S CERTIFICATE

ADDRESS FOR SERVICE AND Norton Rose Fulbright Canada LLPCONTACT INFORMATION OF 400 3rd Avenue SW, Suite 3700PARTY FILING THIS Calgary, Alberta T2P 4H2DOCUMENT

Phone: +1 403.267.8222Fax: +1 403.264.5973Email: howard.gorman@nortonrosefulbright.com I

aaron.stephensonnortonrosefuIbright.com

Attention: Howard A. Gorman, Q.C. / D. Aaron StephensonFile No.: 1001023920

RECITALS

A. Pursuant to an Order of the Court of Queen’s Bench of Alberta, Judicial District of Calgary (the Court)

dated February 20, 2018, Alvarez & Marsal Canada Inc. was appointed as the Trustee (the Trustee)

of the undertaking, property and assets of Corinthian Oil Corp. (the Debtor).

B. Pursuant to an Order of the Court dated [.], the Court approved the agreement of purchase and sale

made as of December 19, 2019 (the Sale Agreement) between the Trustee and Convega Energy Ltd.

(the Purchaser) and provided for the vesting in the Purchaser of the Debtor’s right, title and interest in

and to the Purchased Assets, which vesting is to be effective with respect to the Purchased Assets

upon the delivery by the Trustee to the Purchaser of a certificate confirming (i) the payment by the

Purchaser of the Purchase Price for the Purchased Assets; (ii) that the conditions to Closing as set out

in Article 3 of the Sale Agreement have been satisfied or waived by the Trustee and the Purchaser;

and (iii) the Transaction has been completed to the satisfaction of the Trustee.

C. Unless otherwise indicated herein, capitalized terms have the meanings set out in the Sale Agreement.

THE TRUSTEE CERTIFIES the following:

1. The Purchaser (or its nominee) has paid and the Trustee has received the Purchase Price for the

Purchased Assets payable on the Closing Date pursuant to the Sale Agreement;

2. The conditions to Closing as set out in Article 3 of the Sale Agreement have been satisfied or

waived by the Trustee and the Purchaser (or its nominee); and

3. The Transaction has been completed to the satisfaction of the Trustee.

4. This Certificate was delivered by the Trustee at [Time] on [Date].

Alvarez & Marsal Canada Inc., in itscapacity as Trustee of the undertaking,property and assets of Corinthian OilCorp., and not in its personal capacity.

Per:______________________________

Name:

Title:

APPENDIX B

Notice of Renunciation

NOTICE OF PARTIAL DISCHARGE

WHEREAS Alvarez & Marsal Canada Inc. is the trustee in bankruptcy pursuant to the provisions of theBankruptcy and Insolvency Act, TSC 1985, c B-3 (“BIA”) (the “Trustee”) of all the current and future assets,undertakings and properties of every nature and kind whatsoever, and wherever situate, including all proceedsthereof (the “Property”), of all of Corinthian Oil Corp. (the “Company”);

AND WHEREAS the Trustee has been unable to sell the majority of the Company’s mineral leases, surfaceleases, non-operated working interests, wells, pipelines, facilities and associated equipment and licenses,including all remaining licenses that are held by Corinthian (“Discharged Assets”);

NOW THEREFORE KNOW ALL MEN BY THESE PRESENTS THAT:

1. the Trustee is not adopting or retaining any interest they or the Company may have in the DischargedAssets and effective as of the date set out below and in accordance with, inter a/ia Section 20(1) of theBIA, hereby abandon, renounce and release any and all interest they or the Company may have in theRenounced Properties, including but not limited to any regulatory licenses, working interests, mineralor surface leases, real property or any immovable property that is affected by or subject to theRenounced Properties; and

2. Nothing herein shall affect:a. any assets sold previously by the Trustee;b. any non-oil and gas assets such as cash, receivables and corporate records.

IN WITNESS WHEREOF, the Trustee executed this Renunciation of Interest this day of________

_______,2019.

SIGNED, SEALED AND DELIVERED

ALVAREZ & MARSAL CANADA INC.in its capacity as the Licensed Insolvency Trustee ofCorinthian Oil Corp.and not in its personal capacity

Orest Konowalchuk, CPA, CA, CIRP, LITSenior Vice President

I have the authority to bind the Trustee

Confidential Appendix I

Convega PSA