overview information · in may 2019, production net to the company averaged 581 boe/d (2.8 mmcf/d...

WOLF COULEE RESOURCES INC. / HARDIE & KELLY INC. RECEIVERSHIP SALE

Bid Deadline: 12:00 pm March 5, 2020

OVERVIEW INFORMATION

Receivership Sale BID DEADLINE: 12:00 pm March 5, 2020

© Sayer Energy Advisors 2020 1620, 540 – 5th Avenue SW, Calgary, Alberta Canada T2P 0M2 Tel: 403.266.6133 Fax: 403.266.4467 www.sayeradvisors.com

On November 18, 2019, Hardie & Kelly Inc. was appointed receiver and manager (the “Receiver”) of Wolf Coulee Resources Inc. (“Wolf Coulee” or the “Company”). The Receiver has engaged Sayer Energy Advisors (“Sayer”) to assist with the sale of Wolf Coulee’s oil and natural gas properties. The Receiver was appointed by the Court pursuant to the application made by the Orphan Well Association and intends to divest the properties, in whole or in part. The offering presents an opportunity to acquire operated, high working interest, long life, concentrated assets located in the Retlaw area as well as interests adjacent to Retlaw at Badger, Hector and Little Bow. The Company also has minor working interest production in the Lloydminster, Mikwan, Gilby and Stettler areas of Alberta and minor non-producing properties located in the David/Chauvin, Bow Island, Grand Forks, Bindloss, Chinook, Heathdale, Strathmore, Nevis, Glen Park, Volmer, Sibbald and Marten Hills areas of Alberta and in the Douglaston area of Saskatchewan (the “Properties”). The Receiver has instructed that interested parties must execute a marked-up copy of the purchase and sale agreement (the “PSA”) accompanying any offers submitted for the Properties. A copy of the PSA will be available for review to parties which execute a confidentiality agreement. The Receiver has also provided a Sale Solicitation Process document (the “SSP”) outlining the details of the receivership sale. All offers received at the bid deadline will be reviewed by the Receiver and the most acceptable offers may be accepted by the Receiver, subject to Court approval. PROCESS & TIMELINE Sayer Energy Advisors is accepting binding offers to acquire the Properties until 12:00 pm on Thursday, March 5, 2020.

Timeline

Week of January 27, 2020 Preliminary Information Distributed Week of February 3, 2020 Data Room Opens

March 5, 2020 12:00 noon Bid Deadline March 1, 2020 Effective Date

Second Quarter 2020 Closing Date

Sayer Energy Advisors does not conduct a “second-round” bidding process; the intention is to attempt to conclude a transaction(s) with the party(ies) submitting the most acceptable proposal(s) at the conclusion of the process.

Sayer Energy Advisors is accepting cash offers from interested parties until noon on Thursday, March 5, 2020.

Receivership Sale: Retlaw, Alberta Area Capability: 581 boe/d (2.8 MMcf/d, 122 bbl/d)

BID DEADLINE: 12:00 pm March 5, 2020 Receivership Sale

1620, 540 – 5th Avenue SW, Calgary, Alberta Canada T2P 0M2 Tel: 403.266.6133 Fax: 403.266.4467 www.sayeradvisors.com

Reserves Overview InSite Petroleum Consultants Ltd. (“InSite”) prepared an independent reserves evaluation of Wolf Coulee’s properties (the “InSite Report”). The InSite Report is effective July 1, 2017 using InSite’s June 30, 2017 forecast pricing. InSite estimates that, as of July 1, 2017, Wolf Coulee’s properties contained remaining proved plus probable reserves of 1.7 million barrels of oil and natural gas liquids and 43.2 Bcf of natural gas (8.9 million boe), with an estimated net present value of $40.6 million using forecast pricing at a 10% discount.

InSite Petroleum Consultants Ltd. as of July 1, 2017 COMPANY GROSS RESERVES PV BEFORE TAX

Oil Natural Gas Ngl Total 5% 10% 15% Mbbl MMcf Mbbl MBOE (000s)

Proved Developed Producing 361 9,537 125 2,076 $19,174 $14,734 $12,008 Proved Undeveloped 345 21,860 293 4,281 $24,867 $14,307 $8,603 Total Proved 706 31,396 419 6,357 $44,041 $29,040 $20,611 Probable 416 11,847 130 2,520 $20,195 $11,533 $7,135 Total Proved Plus Probable 1,121 43,244 548 8,877 $64,236 $40,573 $27,745

The reserve estimates and forecasts of production and revenues for the Company’s properties were prepared within the context of the Company’s corporate evaluation, which was an evaluation of all of the Company’s properties in aggregate. Extraction and use of any individual property evaluation outside of this context may not be appropriate without supplementary due diligence. Values in the “Total” row may not correspond

to the total of the values presented due to rounding. Production Overview In May 2019, production net to the Company averaged 581 boe/d (2.8 MMcf/d of natural gas, 96 bbl/d of oil and 26 bbl/d of natural gas liquids). Due to declining natural gas prices, the Company shut-in natural gas production in June 2019.

PROPERTY

COMPANY INTEREST RESERVES NET PRODUCTION CAPABILITY (Proved plus Probable) (May 2019)

Oil Nat. Gas Ngl Total PV 10% Oil Ngl Nat.

Gas Total

Mbbl MMcf Mbbl Mboe $000 bbl/d bbl/d Mcf/d boe/d

MAJOR PROPERTY Retlaw 1,078 40,353 531 8,335 $39,046 91 24 2,421 519

MINOR PROPERTIES

Little Bow 0 7 0 1 ($19) 0 Trace 20 3 Hector 25 2,208 13 13 $967 0 1 133 23 Badger 7 651 2 4 $117 2 0 155 28

Miscellaneous 11 24 3 18 $197 3 1 23 8

TOTAL 1,121 43,244 548 8,877 $40,573 96 26 2,752 581 LLR Overview as of January 4, 2020 The LLR for all of the Properties as of January 4, 2020 is summarized below.

Deemed Asset Amount Deemed Liability Amount Net Deemed Asset Value LLR $12,425,671 $16,377,874 ($3,952,205) 0.76



RETLAW AREA Township 11-17, Range 16-22 W4 Wolf Coulee was a highly-focused company, with the majority of its operations in the Retlaw area of Alberta. This area includes sub-properties in the following areas: Enchant, Little Bow, Long Coulee, Hector and Badger.

Geology & Upside In the Retlaw area, Wolf Coulee was producing from 16 discrete horizons with the majority of its oil and natural gas coming from the Upper Mannville Group. The Company previously identified numerous upside locations on its lands in the Retlaw area, mostly targeting the Upper Mannville lithic channels with horizontal development wells. Full geological presentations outlining this upside can be found in the data room by parties that sign a Confidentiality Agreement. Most of the Company’s targets in the Retlaw area are the Glauconitic, L1, L2 and L3 lithic channels of the Upper Mannville as depicted in the illustration below.

Stratigraphic Chart



Retlaw Property Township 11-14, Range 16-20 W4 In the Retlaw area of Alberta, Wolf Coulee’s production was focused on lithic channels at the Glauconitic and the Upper Mannville levels. These lithic channels contain large in-place oil and natural gas reserves and were partially developed by Wolf Coulee. Wolf Coulee previously mapped a series of lithic channels in the Upper Mannville on its land at Retlaw. These channels contain a large number of low-risk development drilling opportunities to significantly increase oil and natural gas production.

Prior to initiating voluntary production shut-ins due to natural gas pricing, production net to the Company from the Retlaw property in May 2019 was 2.4 MMcf/d of natural gas, 24 barrels of natural gas liquids per day and 91 barrels of oil per day (519 boe/d).

Retlaw, Alberta – Group Plot of Wolf Coulee’s Oil & Natural Gas Wells

10 MMcf/d

Natural Gas Production

1 MMcf/d

1,000 bbl/d

Oil Production

100 bbl/d

2016 2018 2020



Little Bow / Badger Properties Township 13-16, Range 18-22 W4 At Little Bow, the Company has an interest in approximately 25 sections of land. Production from the Little Bow property in May 2019 was 20 Mcf/d of natural gas with minor natural gas liquids volumes (3 boe/d). Production from the Badger property in May 2019 was 155 Mcf/d of natural gas and two barrels of oil per day (28 boe/d).

Hector Property Township 16-17, Range 16-17 W4 At Hector, Wolf Coulee holds 30%-100% working interests in 9.5 sections of land. Production from the Hector property in May 2019 was 133 Mcf/d of natural gas and one barrel of oil and natural gas liquids per day (23 boe/d) from the Mannville and Glauconitic formations.



MINOR PROPERTIES

Mikwan Property Township 37, Range 23-24 W4 In the Mikwan area of Alberta, the Company has a non-operated working interest in 4.25 sections of land. Production net to Wolf Coulee from Mikwan in May 2019 was approximately 13 Mcf/d of natural gas.

Stettler Property Township 38, Range 20 W4 At Stettler, Wolf Coulee has various working interests and royalty interests. There was no production from the Stettler property in May 2019.

Lloydminster Property Township 50, Range 1 W4 At Lloydminster, Wolf Coulee owns minor working interests of approximately 10%-20% in three quarter sections of land on which there are three producing oil wells operated by West Lake Energy Corp. Production net to the Company from the Lloydminster property in May 2019 was three barrels of oil per day.

Gilby Property Township 42, Range 5 W5 At Gilby, the Company owns a small, non-operated working interest in one section of land on which there are four producing natural gas wells. Production net to Wolf Coulee from the Gilby property in May 2019 was 10 Mcf/d of natural gas and minor natural gas liquids volumes per day (3 boe/d).



MISCELLANEOUS PROPERTIES Grand Forks Property Township 10-12, Range 11-14 W4 In the Grand Forks area of Alberta, the Company holds a minor non-operated interest in 8.75 sections of land, mostly 1%-4% working interest or a small royalty interest. Strathmore Property Township 24, Range 25 W4 At Strathmore, the Company has a 2.1875% working interest in one section of undeveloped land. Bindloss Property Township 25, Range 3-4 W4 The Company has a 100% working interest in various up-hole rights in four sections of land at Bindloss. There was no production from this property in May 2019. Heathdale Property Township 26, Range 9 W4 At Heathdale, the Company has a royalty interest in one section of undeveloped land. Sibbald Property Township 27, Range 2 W4 At Sibbald, the Company has a 2.625% royalty interest in one section of undeveloped land. Chinook Property Township 27, Range 6 W4 At Chinook, the Company has a non-operated 1.925% working interest in one section of non-producing land. Nevis Property Township 39, Range 23 W4 At Nevis, the Company has a 17.5% BPO (current), 8.75% APO non-operated working interest in one quarter section of land. Glen Park Property Township 49, Range 27 W4 At Glen Park, the Company has a 20.55% non-operated working interest in one section of land. There was no production from this property in May 2019. Volmer Property Township 55, Range 25 W4 At Volmer, the Company has a 23.82% non-operated working interest in one section of undeveloped land. Marten Hills Property Township 73-74, Range 18-21 W4 At Marten Hills, the Company has various non-operated interests in eight sections of undeveloped land. Douglaston, SK Property Township 5, Range 3 W2 Wolf Coulee has a Fee Simple 11.67% interest in one half section of land at Douglaston, Saskatchewan.



Hardie & Kelly Inc. Wolf Coulee Resources Inc.

Winter 2020 Receivership Sale

CONTACT Parties wishing to receive a Confidential Information Binder with detailed technical information relating to this opportunity should execute the Confidentiality Agreement which is available on Sayer Energy Advisors’ website (www.sayeradvisors.com) and return one copy to Sayer Energy Advisors by courier, email ([email protected]) or fax (403.266.4467). Included in the Confidential Information Binder is the following: summary land information, most recent net operations summary, LLR information, the InSite Report, geological upside presentations and other relevant technical information. To receive further information on the Properties please contact Tom Pavic, Ben Rye, Grazina Palmer, or Alan Tambosso at 403.266.6133.

http://www.sayeradvisors.com/

mailto:[email protected]

Deadline 12:00 pm March 5, 2020


Overview On November 18, 2019, Hardie & Kelly Inc. was appointed receiver and manager (the “Receiver”) of Wolf Coulee Resources Inc. (“Wolf Coulee” or the “Company”). The Receiver has engaged Sayer Energy Advisors (“Sayer”) to assist with the sale of Wolf Coulee’s oil and natural gas properties. The Receiver was appointed by the Court pursuant to the application made by the Orphan Well Association and intends to divest the properties, in whole or in part. The offering presents an opportunity to acquire operated, high working interest, long life, concentrated assets located in the Retlaw area. In addition to the Company’s primary property at Retlaw, which accounts for 96.24% of the total reserve value, Wolf Coulee also has high working interest, operated blocks adjacent to Retlaw at Badger, Hector and Little Bow which, combined, account for 2.62% of the Company’s reserve value. The Company also has minor working interest production in the Lloydminster, Mikwan, Gilby and Stettler areas of Alberta and minor non-producing properties located in the David/Chauvin, Bow Island, Grand Forks, Bindloss, Chinook, Heathdale, Strathmore, Nevis, Glen Park, Volmer, Sibbald and Marten Hills areas of Alberta and in the Douglaston area of Saskatchewan (the “Properties”). Due to declining natural gas prices, the Company shut-in the majority of its natural gas production in June 2019. In May 2019, production net to the Company averaged 581 boe/d (2.8 MMcf/d of natural gas, 96 bbl/d of oil and 26 bbl/d of natural gas liquids). On September 27, 2019, Wolf Coulee ceased all operations. The Receiver has instructed that interested parties must execute a marked-up copy of the purchase and sale agreement (the “PSA”) accompanying any offers submitted for the Properties. A copy of the PSA will be available for review to parties which execute a confidentiality agreement. The Receiver has also provided a Sale Solicitation Process document (the “SSP”) outlining the details of the receivership sale. All offers received at the bid deadline will be reviewed by the Receiver and the most acceptable offers may be accepted by the Receiver, subject to Court approval.



Overview Map Showing the Location of the Properties



Reserves Overview InSite Petroleum Consultants Ltd. (“InSite”) prepared an independent reserves evaluation of Wolf Coulee’s properties (the “InSite Report”). The InSite Report is effective July 1, 2017 using InSite’s June 30, 2017 forecast pricing. InSite estimates that, as of July 1, 2017, Wolf Coulee’s properties contained remaining proved plus probable reserves of 1.7 million barrels of oil and natural gas liquids and 43.2 Bcf of natural gas (8.9 million boe), with an estimated net present value of $40.6 million using forecast pricing at a 10% discount.




The reserve estimates and forecasts of production and revenues for the Company’s properties were prepared within the context of the Company’s corporate evaluation, which was an evaluation of all of the Company’s properties in aggregate. Extraction and use of any individual property evaluation outside of this context may not be appropriate without supplementary due diligence. Values in the “Total” row may not correspond

to the total of the values presented due to rounding. Production Overview In May 2019, production net to the Company averaged 581 boe/d (2.8 MMcf/d of natural gas, 96 bbl/d of oil and 26 bbl/d of natural gas liquids). Due to declining natural gas prices, the Company shut-in its natural gas production in June 2019.

PROPERTY

COMPANY INTEREST RESERVES NET PRODUCTION CAPABILITY (Proved plus Probable) (May 2019)

Oil Nat. Gas Ngl Total PV 10% Oil Ngl Nat.

Gas Total

Mbbl MMcf Mbbl Mboe $000 bbl/d bbl/d Mcf/d boe/d

MAJOR PROPERTY Retlaw 1,078 40,353 531 8,335 $39,046 91 24 2,421 519

MINOR PROPERTIES

Little Bow 0 7 0 1 ($19) 0 Trace 20 3 Hector 25 2,208 13 13 $967 0 1 133 23 Badger 7 651 2 4 $117 2 0 155 28

Miscellaneous 11 24 3 18 $197 3 1 23 8

TOTAL 1,121 43,244 548 8,877 $40,573 96 26 2,752 581



LLR Overview as of January 4, 2020 The LLR for all of the Properties as of January 4, 2020 is summarized below.

Deemed Asset Amount Deemed Liability Amount Net Deemed Asset Value LLR $12,425,671 $16,377,874 ($3,952,205) 0.76

Marketing Oil: Wolf Coulee marketed all of its oil through Plains Midstream Canada, which takes receipt at the Company’s 01-25 battery and normally trucks to its Milk River pipeline facility. The Company had initiated trucking oil to Plains Gull Lake (SK) in January 2019 due to pricing differentials. The purchase contract was a monthly, evergreen agreement. Termination was 30 days advance written notice. Wolf Coulee delivered 905 kg/m3 oil and was paid Bow River Sour Pricing less quality adjustments. Natural Gas: Wolf Coulee marketed its natural gas through BP Energy Group LLC and Campus Energy Partners LP. The Company was paid NGX AB NIT Same Day Index less NOVA transportation costs incurred by BP.



Retlaw Area Township 11-17, Range 16-22 W4 Wolf Coulee was a highly-focused company, with the majority of its operations in the Retlaw area of Alberta as previously described. This area includes sub-properties in the following areas: Enchant, Little Bow, Long Coulee, Hector and Badger.



Geology & Upside In the Retlaw area, Wolf Coulee was producing from 16 discrete horizons with the majority of its oil and natural gas coming from the Upper Mannville Group. The Company previously identified numerous upside locations on its lands in the Retlaw area, mostly targeting the Upper Mannville lithic channels with horizontal development wells. Full geological presentations outlining this upside can be found in the data room by parties that sign a Confidentiality Agreement. Most of the Company’s targets in the Retlaw area are the Glauconitic, L1, L2 and L3 lithic channels of the Upper Mannville as depicted in the illustration below.

Stratigraphic Chart



Retlaw Property Township 11-14, Range 16-20 W4 In the Retlaw area of Alberta, Wolf Coulee’s production was focused on lithic channels at the Glauconitic and the Upper Mannville levels. These lithic channels contain large in-place oil and natural gas reserves and were partially developed by Wolf Coulee. Prior to initiating voluntary production shut-ins due to natural gas pricing, production net to the Company from the Retlaw property in May 2019 was 2.4 MMcf/d of natural gas, 24 barrels of natural gas liquids per day and 91 barrels of oil per day (519 boe/d). Wolf Coulee previously mapped a series of lithic channels in the Upper Mannville on its land at Retlaw. These channels contain a large number of low-risk development drilling opportunities to significantly increase oil and natural gas production.

Retlaw, Alberta Group Plot of Wolf Coulee’s Oil & Natural Gas Wells

10 MMcf/d

Natural Gas Production

1 MMcf/d

1,000 bbl/d

Oil Production

100 bbl/d

2016 2018 2020



Retlaw Facilities At Retlaw, Wolf Coulee produced its natural gas volumes to Campus Energy Partners LP's Turin natural gas plant at 12-19-12-18W4. Natural gas was processed and liquids (up to C2+) removed. Wolf Coulee sold its natural gas to BP Canada at the plant sales meter. NGL's were transported from Turin and sold by Campus at the Harmattan natural gas plant and paid through the Campus billings. Wolf Coulee's in-field emulsion from Retlaw (Badger, Hector) was trucked to the Company’s 100% working interest Retlaw oil battery at 01-25-12-18W4, where it was cleaned to pipeline spec. Water was injected at the Company’s injection well at 01-25. All of the wells, pipelines and field compressors were operated by Wolf Coulee. Retlaw Reserves InSite Petroleum Consultants Ltd (“InSite”) prepared an independent reserves evaluation of Wolf Coulee’s properties (the “InSite Report”). The InSite Report is effective July 1, 2017 using InSite’s June 30, 2017 forecast pricing. InSite estimates that, as of July 1, 2017, the Retlaw property contained remaining proved plus probable reserves of 1.6 million barrels of oil and natural gas liquids and 40.4 Bcf of natural gas (8.3 million boe), with an estimated net present value of $39.0 million using forecast pricing at a 10% discount.




The reserve estimates and forecasts of production and revenues for the Company’s properties were prepared within the context of the Company’s year-end evaluation, which was an evaluation of all of the Company’s properties in aggregate. Extraction and use of any individual property

evaluation outside of this context may not be appropriate without supplementary due diligence. Values in the “Total” row may not correspond to the total of the values presented due to rounding.



Little Bow / Badger Properties Township 13-16, Range 18-22 W4 At Little Bow, the Company has an interest in approximately 25 sections of land. Production from the Little Bow property in May 2019 was 20 Mcf/d of natural gas with minor natural gas liquids volumes (3 boe/d). Production from the Badger property in May 2019 was 155 Mcf/d of natural gas and two barrels of oil per day (28 boe/d).

Little Bow/Badger Facilities At Little Bow and Badger, Wolf Coulee produced all of its natural gas volumes to Zargon Oil & Gas Ltd.’s Traverse natural gas plant at 16-31-14-18W4 where natural gas was processed and liquids (C5+) removed. Wolf Coulee sold its natural gas to BP Canada at the plant sales meter. NGL's were managed and sold by Zargon through their billings. In-field emulsion was trucked to the Retlaw 1-25-12-18W4 Battery. All of the wells, pipelines and field compressors were operated by Wolf Coulee.



Little Bow Reserves InSite Petroleum Consultants Ltd (“InSite”) prepared an independent reserves evaluation of Wolf Coulee’s properties (the “InSite Report”). The InSite Report is effective July 1, 2017 using InSite’s June 30, 2017 forecast pricing. InSite estimates that, as of July 1, 2017, the Little Bow Property contained remaining proved plus probable reserves of 7.0 MMcf of natural gas (1,000 boe), with an estimated net present value of ($19,000) using forecast pricing at a 10% discount.



Proved Developed Producing 0 6 0 1 -$26 -$22 -$20 Proved Undeveloped 0 0 0 0 $0 $0 $0 Total Proved 0 6 0 1 -$26 -$22 -$20 Probable 0 2 0 0 $2 $3 $3 Total Proved Plus Probable 0 7 0 1 -$23 -$19 -$16



Badger Reserves InSite Petroleum Consultants Ltd (“InSite”) prepared an independent reserves evaluation of Wolf Coulee’s properties (the “InSite Report”). The InSite Report is effective July 1, 2017 using InSite’s June 30, 2017 forecast pricing. InSite estimates that, as of July 1, 2017, the Badger property contained remaining proved plus probable reserves of 9,000 barrels of oil and natural gas liquids and 651 MMcf of natural gas (117,000 boe), with an estimated net present value of $382,000 using forecast pricing at a 10% discount.



Proved Developed Producing 5 464 1 84 $329 $263 $215 Proved Undeveloped 0 0 0 0 $0 $0 $0 Total Proved 5 464 1 84 $329 $263 $215 Probable 2 187 1 33 $188 $120 $83 Total Proved Plus Probable 7 651 2 117 $516 $382 $297





Hector Property Township 16-17, Range 16-17 W4 At Hector, Wolf Coulee holds 30%-100% working interests in 9.5 sections of land. Production from the Hector property in May 2019 was 133 Mcf/d of natural gas and one barrel of oil and natural gas liquids per day (23 boe/d) from the Mannville and Glauconitic formations.



Hector Facilities At Hector, Wolf Coulee produced all of its natural gas volumes to Canadian Natural Resources Limited's Armada natural gas plant at 3-5-17-17W4. Natural gas was processed and liquids (C3+) removed. Wolf Coulee sold its natural gas to BP Canada at the plant sales meter. NGL's were managed and sold by CNRL through their billings. In-field emulsion was trucked to the Retlaw 1-25-12-18W4 Battery. CNRL operates all of Wolf Coulee's wells and pipelines at Hector. Hector Reserves InSite Petroleum Consultants Ltd (“InSite”) prepared an independent reserves evaluation of Wolf Coulee’s properties (the “InSite Report”). The InSite Report is effective July 1, 2017 using InSite’s June 30, 2017 forecast pricing. InSite estimates that, as of July 1, 2017, the Hector property contained remaining proved plus probable reserves of 38,000 barrels of oil and natural gas liquids and 2.2 Bcf of natural gas (406,000 boe), with an estimated net present value of $967,000 using forecast pricing at a 10% discount.



Proved Developed Producing 1 266 2 47 $159 $139 $122 Proved Undeveloped 1 283 2 50 $51 $25 $14 Total Proved 2 549 3 97 $210 $164 $136 Probable 23 1,659 10 309 $1,478 $803 $380 Total Proved Plus Probable 25 2,208 13 406 $1,688 $967 $516





Minor Properties Mikwan Property Township 37, Range 23-24 W4 In the Mikwan area of Alberta, the Company has a non-operated working interest in 4.25 sections of land. Production net to Wolf Coulee from Mikwan in May 2019 was approximately 13 Mcf/d of natural gas.

Mikwan Reserves The Mikwan property was not evaluated.



Stettler Property Township 38, Range 20 W4 At Stettler, Wolf Coulee has various working interests and royalty interests. There was no production from the Stettler property in May 2019.

Stettler Facilities Wolf Coulee own an operated a sour oil battery and injection system at Stettler 2-17-38-20W4. The wells and facilities are suspended. Wolf Coulee operated all of its wells, pipelines and facilities, with the exception of a working interest in two non-operated natural gas wells. Stettler Reserves The Stettler property was not evaluated.



Lloydminster Property Township 50, Range 1 W4 At Lloydminster, Wolf Coulee owns minor working interests of approximately 10%-20% in three quarter sections of land on which there are three producing oil wells operated by West Lake Energy Corp. Production net to the Company from the Lloydminster property in May 2019 was three barrels of oil per day.

Lloydminster Reserves InSite Petroleum Consultants Ltd (“InSite”) prepared an independent reserves evaluation of Wolf Coulee’s properties (the “InSite Report”). The InSite Report is effective July 1, 2017 using InSite’s June 30, 2017 forecast pricing. InSite estimates that, as of July 1, 2017, the Hector property contained remaining proved plus probable reserves of 10,000 barrels of oil, with an estimated net present value of $124,000 using forecast pricing at a 10% discount.



Proved Developed Producing 6 0 0 6 $101 $88 $76 Proved Undeveloped 2 0 0 2 -$4 -$1 $1 Total Proved 8 0 0 8 $97 $87 $78 Probable 3 0 0 3 $49 $38 $30 Total Proved Plus Probable 10 0 0 10 $146 $124 $107





Gilby Property Township 42, Range 5 W5 At Gilby, the Company owns a small, non-operated working interest in one section of land on which there are four producing natural gas wells. Production net to Wolf Coulee from the Gilby property in May 2019 was 10 Mcf/d of natural gas and minor natural gas liquids volumes per day (3 boe/d).

Gilby Reserves InSite Petroleum Consultants Ltd (“InSite”) prepared an independent reserves evaluation of Wolf Coulee’s properties (the “InSite Report”). The InSite Report is effective July 1, 2017 using InSite’s June 30, 2017 forecast pricing. InSite estimates that, as of July 1, 2017, the Gilby property contained remaining proved plus probable reserves of 4,000 barrels of oil and natural gas liquids and 24 MMcf of natural gas (8,000 boe), with an estimated net present value of $73,000 using forecast pricing at a 10% discount.



Proved Developed Producing 1 18 2 6 $65 $56 $49 Proved Undeveloped 0 0 0 0 $0 $0 $0 Total Proved 1 18 2 6 $65 $56 $49 Probable 0 6 1 2 $24 $17 $12 Total Proved Plus Probable 1 24 3 8 $90 $73 $61





Miscellaneous Properties Wolf Coulee has various interests in minor non-producing properties located in the David/Chauvin, Bow Island, Grand Forks, Bindloss, Chinook, Heathdale, Strathmore, Nevis, Glen Park, Volmer, Sibbald and Marten Hills areas of Alberta and the Douglaston area of Saskatchewan. David/Chauvin Property Township 41-42, Range 2-6 W4 At David/Chauvin, Wolf Coulee holds various non-operated Fee Simple and working interests in 9.75 sections of land. There is currently no production from the property. The Fee Simple interests range from 3%-35%.



Bow Island Property Township 10, Range 9 W4 At Bow Island, the Company holds a 100% working interest in four sections of land.



Grand Forks Property Township 10-12, Range 11-14 W4 In the Grand Forks area of Alberta, the Company holds a minor non-operated interest in 8.75 sections of land, mostly 1%-4% working interest or a small royalty interest.



Strathmore Property Township 24, Range 25 W4 At Strathmore, the Company has a 2.1875% working interest in one section of undeveloped land.



Bindloss Property Township 25, Range 3-4 W4 The Company has a 100% working interest in various up-hole rights in four sections of land at Bindloss. There was no production from this property in May 2019.



Heathdale Property Township 26, Range 9 W4 At Heathdale, the Company has a royalty interest in one section of undeveloped land. Sibbald Property Township 27, Range 2 W4 At Sibbald, the Company has a 2.625% royalty interest in one section of undeveloped land.



Chinook Property Township 27, Range 6 W4 At Chinook, the Company has a non-operated 1.925% working interest in one section of non-producing land.



Nevis Property Township 39, Range 23 W4 At Nevis, the Company has a 17.5% BPO (current), 8.75% APO non-operated working interest in one quarter section of land.



Glen Park Property Township 49, Range 27 W4 At Glen Park, the Company has a 20.55% non-operated working interest in one section of land. There was no production from this property in May 2019.



Volmer Property Township 55, Range 25 W4 At Volmer, the Company has a 23.82% non-operated working interest in one section of undeveloped land.



Marten Hills Property Township 73-74, Range 18-21 W4 At Marten Hills, the Company has various non-operated interests ranging from 8.75%-17.5% in eight sections of undeveloped land.



Douglaston, SK Property Township 5, Range 3 W2 Wolf Coulee has a Fee Simple 11.67% interest in one half section of land at Douglaston, Saskatchewan.



Wolf Coulee Corporate Well List See well list in Excel.

CONFIDENTIALITY AGREEMENT THIS AGREEMENT entered into as of the _____ day of ________________, 2020.

AMONG:

Hardie & Kelly Inc., solely in its capacity as the Court appointed receiver of Wolf Coulee Resources Inc. ("Wolf Coulee"), and not in its personal or corporate capacity (the “Disclosing Party”)

- and -

_____________________________________ (the “Recipient”)

WHEREAS pursuant to initial order of the Honourable Justice Mah of the Alberta Court of Queen's Bench pronounced November 18, 2019 (the “Order”), Hardie & Kelly Inc. was appointed as Receiver of Wolf Coulee ("Receiver");

AND WHEREAS in connection with a possible negotiated transaction, Recipient has requested that the Disclosing Party disclose, certain confidential information.

NOW THEREFORE in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties hereto covenant and agree as follows:

1. Following are definitions which form part of this Confidentiality Agreement (the “Agreement”):

(a) “Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with that specified Person. For the purposes of this definition, “control” (including with correlative meanings, controlling, controlled by and under common control with) means the power to direct or cause the direction of the management and policies of that Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and, it being understood and agreed that with respect to a corporation or partnership, control shall mean direct or indirect ownership of more than 50% of the voting shares in any such corporation or of the general partnership interest or voting interest in any such partnership.

(b) “Confidential Information” has the meaning ascribed thereto in Section 2.

(c) “Disclosing Party” has the meaning ascribed thereto in the preamble hereto.

(d) “Receiver” has the meaning ascribed thereto in the preamble hereto.

(e) “Order” has the meaning ascribed thereto in the recitals hereto.

(f) “Party” or “Parties”, as the context requires, means the signatories to this Agreement.

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(g) “Person” means any individual or entity, including any partnership, body corporate, trust, unincorporated organization, union or governmental entity or authority and any heir, executor, administrator or other legal representative of an individual.

(h) "Personal Information" means information about an identifiable individual but does not include business contact information (such as, an individual's name, title, business address, business phone and fax number) when such information is collected, used or disclosed for the purpose of contacting such individual in the capacity as a representative of an organization.

(i) “Recipient” has the meaning ascribed thereto in the preamble hereto.

(j) “Related Parties” means, in reference to a Party other than the Disclosing Party, its and their respective Affiliates, successors and assigns each of their respective directors, officers and employees.

(k) “Representatives” means, in reference to a Party other than the Disclosing Party, its and their Related Parties and each of their respective representatives, agents, legal counsel, consultants and advisors.

(l) “Transaction” has the meaning ascribed thereto in Section 2.

2. In connection with Recipient's evaluation of a possible negotiated transaction with Disclosing Party (hereinafter referred to as the “Transaction”), the Disclosing Party are willing, in accordance with the terms and conditions of this Agreement, to disclose to Recipient certain confidential information relating to the assets and undertakings of Wolf Coulee. “Confidential Information” refers to any and all information acquired by Recipient or its Representatives from the Disclosing Party in the course of the Recipient’s consideration of a Transaction (including information acquired prior to the execution of this Agreement in connection with a Transaction), which shall include, without limitation all agreements, correspondence, financial information, reports, models, data and compilations, client personal and financial information, whether provided in oral, written or electronic form, together with analyses, interpretations, compilations, data, studies, notes and any documents prepared by or on behalf of Recipient and its Representatives containing or based upon, in whole or in part, information acquired by Recipient and its Representatives hereunder.

3. The Recipient agrees that the Confidential Information shall be kept strictly confidential and shall not be sold, traded, published or otherwise disclosed in any manner whatsoever, including by means of photocopy or reproduction, without the Disclosing Party’s prior written consent (which consent may be withheld in the Disclosing Party's sole and absolute discretion), except as provided in Sections 4 and 5.

4. Recipient may disclose Confidential Information without Disclosing Party’s prior written consent only to the extent that Recipient can establish, through documentary evidence, that such information:

(a) was known to Recipient prior to disclosure hereunder and was acquired without any obligation of confidentiality;

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(b) is as of the date of this Agreement publicly available or becomes available to the public other than through the act or omission of Recipient or any of its Representatives; provided, however, that if some portion of the Confidential Information becomes publicly available, the balance of the Confidential Information, whether related or not to said portion, shall not be considered to have become publicly available;

(c) is required to be disclosed under applicable law or by court order or by a governmental order, decree, regulation or rule of any stock exchange and the Recipient provides a formal written legal opinion from its external legal counsel confirming such disclosure is required (provided that Recipient shall give written notice to Disclosing Party prior to such disclosure and shall comply with the requirements of Section 10); or

(d) is acquired independently by Recipient, without any obligation of confidentiality, from a third party that has the right to disseminate such information without restrictions at the time it is acquired by Recipient.

5. Recipient shall be entitled to disclose Confidential Information without Disclosing Party’s prior written consent to the following Persons who have a clear need-to-know such information in order to evaluate the Transaction:

(a) Recipient’s Related Parties; and

(b) any professional consultant, agent or professional advisor retained by Recipient for the purpose of evaluating or financing the Transaction.

Prior to making any such disclosures to persons under subsection 5(b), Recipient shall obtain an undertaking of confidentiality in favour of Disclosing Party, of substantially the same content as set forth in this Agreement, from each such Person. Recipient shall, upon request, provide Disclosing Party with a list of all Persons to whom Confidential Information has been provided. Recipient agrees to be responsible for any breach of or failure to adhere to any of the terms of this Agreement by any such Person receiving Confidential Information.

6. Recipient and its Representatives receiving Confidential Information shall only use or permit the use of the Confidential Information to evaluate the Transaction and determine whether to enter into or continue negotiations concerning the Transaction and for no other purpose. Recipient undertakes that neither it nor any of its Representatives shall, without the prior written consent of Disclosing Party (which consent may be withheld in the Disclosing Party's sole and absolute discretion), prior to closing of the Transaction, enter into any discussion or agreement with any Person to acquire any separate, joint or subdivided interest in any asset or property potentially forming part of the Transaction.

7. Recipient shall ensure that its Representatives to whom Confidential Information is disclosed under this Agreement keep such information confidential and shall not disclose or divulge the same to any unauthorized Person. In addition to any other rights Disclosing Party may have against Recipient arising by reason of any breach of this Agreement, Recipient shall:

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(a) be liable to the Disclosing Party for all losses, costs, damages and expenses whatsoever which any of them may suffer, sustain, pay or incur; and

(b) indemnify and hold the Disclosing Party harmless against all actions, proceedings, claims, demands, losses, costs, damages and expenses whatsoever which may be brought against or suffered by any of them or which any of them may suffer, sustain, pay or incur;

as a result of any breach of this Agreement by Recipient, its Representatives, or any other Persons receiving Confidential Information hereunder.

8. The obligations of the Parties herein shall remain in full force and effect for a period of one (1) year from the date hereof (notwithstanding that Confidential Information may have been returned or copies or other reproductions thereof destroyed prior to the expiration of such period and whether or not a Transaction is implemented).

9. Recipient agrees that Wolf Coulee may be irreparably injured by a breach of this Agreement and that the Wolf Coulee may be entitled to equitable relief, including injunctive relief and specific performance in the event of any breach of this Agreement. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement but shall be in addition to all other remedies available in law or in equity.

10. Should any Person seek to legally compel Recipient or any of its Representatives receiving Confidential Information to disclose any Confidential Information, Recipient will provide Disclosing Party with prompt written notice thereof so that Disclosing Party may seek a protective order or other appropriate remedy. Recipient shall cooperate fully with Disclosing Party on a reasonable basis in any attempt by Disclosing Party to obtain a protective order or other appropriate remedy. In any event, Recipient or other Person receiving Confidential Information hereunder who is so compelled to disclose will only furnish that portion of the Confidential Information that is legally required to be disclosed.

11. To the extent that Recipient is given physical access to any of the properties or premises owned, leased, used or otherwise held or occupied by Wolf Coulee, Recipient hereby agrees to indemnify, defend and hold harmless Wolf Coulee and the Receiver from and against any and all liabilities, claims and causes of action by Recipient or any of its Representatives for personal injury, death or property damage occurring on such property or premises as a result of the access to such properties or premises by Recipient or its Representatives.

12. It is understood that neither this Agreement nor the disclosure of any Confidential Information to Recipient or its Representatives shall be construed as granting to any of them any license or rights in respect of any part of the Confidential Information.

13. The Confidential Information shall remain the property of the Wolf Coulee, and Disclosing Party may demand the return and/or destruction thereof at any time upon giving written notice to Recipient. Within seven (7) business days of receipt of such notice, Recipient shall return all of the original Confidential Information, destroy all copies and reproductions (both written and electronic) and analyses, interpretations, compilations, data, studies, notes and any documents prepared by or on behalf of Recipient or any of its Representatives containing or based upon, in whole or in part, Confidential Information, and promptly upon request of Disclosing Party, Recipient shall cause one of its senior

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officers to certify such destruction in writing. Notwithstanding the destruction or return of the Confidential Information, Recipient and its Representatives will continue to be bound by the obligations of confidentiality and all other obligations hereunder during the term of this Agreement.

14. The Disclosing Party makes no representations or warranties, express or implied, as to the quality, accuracy or completeness of the Confidential Information disclosed hereunder. Recipient hereby releases, indemnifies and holds Wolf Coulee and the Receiver and each of their respective Representatives harmless with respect to the use of or reliance upon Confidential Information by Recipient and its Representatives.

15. No contract or agreement providing for a Transaction shall be deemed to exist unless and until a definitive agreement in respect of a Transaction has been executed by the Recipient and the Receiver. Nothing contained herein is intended to confer upon Recipient any right whatsoever to require or force the Receiver to enter into or close a Transaction with Recipient. Recipient understands and agrees that, except as may be otherwise agreed by Recipient and the Receiver in a definitive agreement executed by them in respect of the Transaction:

(a) the Receiver shall conduct the process for a possible Transaction in its sole discretion, including negotiating with any other Person and entering into a definitive agreement in respect of a Transaction with any other Person without prior notice to Recipient or any other Person; and

(b) Recipient shall not have any claims whatsoever against the Receiver or any of their respective Representatives arising out of or relating to a Transaction.

16. In addition to its other obligations hereunder, each Party covenants and agrees to conduct its activities with respect to Personal Information in accordance with applicable law. Where Personal Information is disclosed by or on behalf of the Disclosing Party to the Recipient, the Recipient agrees to:

(a) use and disclose such Personal Information only for those purposes authorized by Disclosing Party;

(b) at the request and option of Disclosing Party, return or cause to be returned, or destroy or cause to be destroyed, such Personal Information;

(c) promptly advise Disclosing Party of any request by an individual to access, correct, or otherwise challenge the accuracy of such Personal Information, or any other communication received by Recipient in respect of such Personal Information, including, without limitation, any withdrawal or variation of consent by an individual, and to work, in a timely manner, with Disclosing Party to respond to such requests (which response shall be first approved in writing by Disclosing Party, which approval may be withheld in each of Disclosing Party’s sole and absolute discretion), including without limitation, by providing access to, correcting, and ceasing to use or disclose, such Personal Information as requested by such individual;

(d) use all reasonable efforts to protect and safeguard such Personal Information including, without limitation, to protect such Personal Information from loss or theft,

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unauthorized access disclosure, copying, use, modification, disposal, or destruction, and promptly advise Disclosing Party should any such loss, theft, or unauthorized activity occur;

(e) only disclose such Personal Information to a third party with the prior written consent of Disclosing Party and the Receiver (which consent may be withheld in each of Disclosing Party’s and the Receiver’s sole and absolute discretion); and

(a) only use, disclose, process, store or enable access to such Personal Information in Canada, or such other jurisdictions as the Disclosing Party and the Receiver may approve in writing from time to time (which approval may be withheld in each of Disclosing Party’s and the Receiver’s sole and absolute discretion).

The provisions of this Section 18 shall survive the expiry, termination or assignment of this Agreement.

17. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Alberta (exclusive of any conflicts of laws principles that could require the application of any other laws). The Parties irrevocably and unconditionally consent to and submit to the jurisdiction of the courts of the Province of Alberta for any actions, suits or proceedings arising out of or relating to this Agreement.

18. All notices, consents and other instruments which are required or may be given pursuant to this Agreement must be given in writing and delivered personally or by facsimile or electronic mail as follows:

If to Disclosing Party: HARDIE & KELLY INC. 110-5800 2 St SW Calgary, AB T2H 0H2

Attention: Charla Smith Facsimile: (403) 403-536-8506 Email: [email protected] If to Recipient:

Attention:

Facsimile:

Email:

or in accordance with the latest unrevoked instructions delivered by one Party to the other. All notices will be deemed to have been duly given at the time of delivery or, in the case of facsimile or electronic mail, on the first business day after faxing or electronic mailing, as the case may be.

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19. Recipient shall not assign this Agreement or any rights and benefits hereunder, in whole or in part to any Person without the prior written consent of Disclosing Party, which consent may be withheld in each of the Disclosing Party's sole discretion. This Agreement shall enure to the benefit of the Parties and their lawful successors and permitted assigns.

20. No amendments, changes or modifications to this Agreement shall be valid except if the same are in writing and signed by a duly authorized representative of each of the Parties. No waiver of any provision of this Agreement shall be valid except if provided in writing by a duly authorized representative of the Party proposing to grant the same. Further, no failure or delay by Disclosing Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

21. This Agreement comprises the full and complete agreement of the Parties with respect to the disclosure of the Confidential Information and supersedes and cancels all prior communications, understandings and agreements between the Parties in respect hereof, whether written or oral, expressed or implied. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. Time is of the essence with respect to this Agreement.

22. This Agreement may be executed and delivered in counterpart and by facsimile or emailed copies, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute one and the same instrument.

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

IN WITNESS WHEREOF, the duly authorized representative of each of the Parties has caused this Agreement to be executed on the date first written above. HARDIE & KELLY INC., solely in its capacity as the Receiver of Wolf Coulee Resources Inc., and not in its personal or corporate capacity Per: ________________________________ Charla Smith, CGA, CIRP, LIT Vice President By the Recipient: COMPANY NAME OFFICER’S SIGNATURE OFFICER’S PRINTED NAME & TITLE

I certify that no changes have been made to this Confidentiality Agreement that have not been clearly marked and initialed.

CONFIDENTIAL INFORMATION DELIVERY OPTIONS: (please check one)

_____ Electronic or _____ Hard copy (binder) NAME OF CONTACT PERSON TO FORWARD INFORMATION CONTACT ADDRESS TELEPHONE NUMBER EMAIL ADDRESS

Option to Attach Business Card Here:

overview information · in may 2019, production net to the company averaged 581 boe/d (2.8 mmcf/d...

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