ACQUISITION
AGREEMENT


 





THIS
ACQUSITION AGREEMENT (the “Agreement”) is made and entered into as of the 4th day of May, 2015
(the “Effective Date”) by and among INTERNATIONAL WESTERN OIL CORPORATION (“IWO”),
a corporation organized and existing under the laws of the State of Texas, with its principal place of business at 5525 North
MacArthur Blvd, Suite 280, Irving, TX 75038 and INTERNATIONAL WESTERN PETROLEUM (“IWP”), a corporation
organized and existing under the laws of the State of Nevada with its principal place of business at 5525 North MacArthur Blvd,
Suite 280, Irving, TX 75038. IWO and IWP are sometimes referred to herein individually as a “Party” and, collectively,
as the “Parties.”


 


RECITALS


 


	A.	IWO
    was formed in the State of Texas in order to conduct oil and gas exploration, drilling and production activities.
	 	 
	B.	IWP
    was formed in the State of Nevada in order to acquire oil and gas properties, conduct oil and gas exploration, drilling and
    production activities.
	 	 
	C.	IWO
    is the venture manager of the Bend Arch Lion 1A Joint Venture and the Bend Arch Lion 1B Joint Venture
	 	 
	D.	The
    Bend Arch Lion 1A Joint Venture is a 4-well drilling program. The production record name of this Joint Venture is Pittard
    Bend Arch White Lease encompassing 160 acres with the State ID# 21488. This property currently has four (4) oil and
    gas wells in production since April 3, 2014. The open-hole log analysis on this acreage alone showed an approximate reserve
    of 5.3 million barrels of oil in place.
	 	 
	E.	The
    Bend Arch Lion 1B Joint Venture is a 6-well drilling program. The production record name of this Joint Venture is Pittard
    Bend Arch Red Lease encompassing 160 acres with the State ID# 13121. This property currently has one (1) new oil and
    gas well which has recently come into full production in since April 16, 2015 producing an initial production rate of 119
    BOPD and two (2) new wells to be completed to add into its existing production by the end of May 2015. IWP plans to continue
    to work with its designated oil and gas operator IWO to drill additional three (3) wells to complete this 6-well drilling
    program starting in June 2015. To date, this Joint Venture has produced three (3) oil and gas wells out of three (3) drillings,
    showing 100% success rate.
	 	 
	F.	As
    of the date hereof, IWP acquires the followings from IWO:


 


(a)
100% of the total Working Interest from International Western Oil Corporation (IWO). IWO had controlled 39.5% Working Interest
of the Bend Arch Lion 1A Joint Venture before this acquisition.


 




    	 



    	 



    

 


(b)
100% of the total Working Interest from International Western Oil Corporation (IWO). IWO had controlled 50% Working Interest of
the Bend Arch Lion 1B Joint Venture before this acquisition.


 


	G.	As
                                         of the date of this Agreement, IWP is the new owner of record and beneficially as follows:



 


	Joint
    Venture name	 	Working
    Interest
	 	 	 
	Bend
    Arch Lion 1A	 	39.5%
	 	 	 
	Bend
    Arch Lion 1B	 	50.0%


 


	H.	In
    consideration of the acquisition of the aforementioned Joint Ventures, IWP is obligated of paying IWO for its Texas-based
    operating license and field services a monthly retainer of Twenty Two Thousand Two Hundred and Sixty Three dollars ($22,263.00)
    stating in May 2015 and this retainer budget could be adjusted in the future based on the future performance of the aforementioned
    leases from the date hereof. In addition, as the considerations of the Working Interests being acquired, IWP shall issue IWO
    no later than December 31, 2015:


 


	 	a.	Two
    Hundred Thousand (200,000) shares of the common stocks of IWP for the acquisition of the working interest of the Bend Arch
    Lion 1A Joint Venture; and
	 	 	 
	 	b.	Three
    Hundred Thousand (300,000) shares of the common stocks of IWP for the acquisition of the working interest of the Bend Arch
    Lion 1B Joint Venture.


 


	I.	Each
    of the Parties hereto now wishes to enter into this Agreement to set forth the relative rights and obligations of each of
    them, and to further define their roles and agreements with respect to the ownership and operation of the Company, as set
    forth below in this Agreement;


 


NOW,
THEREFORE, in consideration of the foregoing premises, and the mutual covenants, terms and conditions hereinafter set forth, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties,
intending to be legally bound, hereby agrees as follows:


 


ARTICLE
I


 


AGREEMENTS
REGARDING THE WORKING INTEREST ACQUISITION


 


1.
Restrictions on Transfer. Except as provided in Section 2, IWP shall not sell, transfer,
assign, pledge, hypothecate, or in any other way alienate any of its Working Interests of the aforementioned joint ventures, or
any right or interest therein, whether voluntarily or involuntarily or by operation of law, without the prior written consent
of IWP’s Board of Directors, unless such its Board of Directors shall first have given written notice (the “Transfer
Notice”) by hand delivery or certified mail to IWP of its intention to do so. The Transfer Notice must name the proposed
transferee, specify the percentage of Working Interests to be transferred the price agreed upon, and the terms of payment, together
with a copy of any written instrument or agreement evidencing such terms. The notice must be given to an officer of IWP. Such
officer shall cause the delivery of a copy of the Transfer Notice by hand delivery or certified mail to all members of the Board
of Directors.


 




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ARTICLE
II


 


TERMINATION
OF AGREEMENT


 


2.1
Events of Termination. This Agreement shall terminated upon the occurrence of any of the following:


 


	 	(a)	at
    any time upon the written agreement of IWO and IWP;
	 	 	 
	 	(b)	upon
    the dissolution, bankruptcy, or insolvency of IWO or IWP; or
	 	 	 
	 	(c)	at
    such time as all of the Working Interests are owned beneficially by one person


 


2.2
Rights and Obligations Following Termination. Upon the termination of this Agreement, all rights and obligations of all
of the parties hereunder from and after the date of termination shall terminate and cease, and this Agreement shall be of no further
force and effect whatsoever.


 


ARTICLE
III


 


MISCELLANEOUS
PROVISIONS


 


3.1
Notices. Any notices required or permitted under this Agreement shall be in writing and shall be deemed delivered to the
party to whom directed on the date of service if hand delivered or if sent by facsimile transmission or electronic scan, or (3)
days after mailing if sent first class (or first class international mail in the case of notices sent outside the country of origin),
postage prepaid and addressed as follows:


 


	(a)	If
    to the IWO:	International
    Western Oil Corporation
	 	 	5525
    North MacArthur, Suite 280
	 	 	Irving,
    TX 75038; and
	 	 	 
	(b)	If
    to IWP:	International
    Western Petroleum, Inc.
	 	 	5525
    North MacArthur, Suite 280
	 	 	Irving,
    TX 75038


 


or
to such other address as may be designated by any of such parties, by written notice given in the manner set forth in this Section
3.2.


 


3.2
Successors and Assigns. This Agreement shall be binding and inure to the benefit of the parties hereto and their permitted
successors, and assigns.


 




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3.3
Agreement to Perform Necessary Acts. By signing below, each party hereby agrees to perform any further acts and execute
and deliver any documents which may be reasonably necessary to carry out the provisions of this Agreement.


 


3.4
Entire Agreement; Amendment. This Agreement evidences the entire agreement of the parties hereto concerning the matters
covered herein and supersedes all prior agreements or understandings. It may be amended at any time only by the written consent
of all of the parties hereto.


 


3.5
Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada
applicable to the performance and enforcement of contracts made wholly within such State, without giving effect to the law of
conflicts of laws applied thereby. In the event that either party shall be forced to bring any legal action in arbitration or
litigation to protect or defend its rights hereunder, then the prevailing party in such proceeding shall be entitled to reimbursement
from the non-prevailing party of all fees, costs and other expenses (including, without limitation, the reasonable costs and expenses
of its attorneys) in bringing or defending against such action. Any action for specific performance, injunctive or other equitable
relief may be brought directly in the appropriate Court.


 


3.6
Headings. The headings and captions of this Agreement are for convenience only and shall not limit or define the contents
of this Agreement.


 


3.7
Section References. Unless otherwise expressly provided, all references herein to section numbers refer to section numbers
of this Agreement.


 


3.8
Specific Performance. The parties acknowledge that monetary damages alone would be an insufficient remedy in the event
of a breach of this Agreement, and therefore agree that the purchase and sale of Working Interests in accordance with the terms
of this Agreement shall be specifically enforceable. The parties further agree that any sale or disposition of the Working Interests
which does not strictly comply with the terms of this Agreement may be specifically restrained, and that the equitable relief
provided for in this Section shall not in any way limit or deny any other remedy at law or in equity that a party might otherwise
have.


 


3.9
Counterparts. This Agreement may be executed in any number of counterparts, including electronically transmitted counterparts,
each of which shall be deemed to be an original and all of which together shall be deemed one and the same instrument.


 


3.10
Severability. The invalidity of any provision of this Agreement shall in no way affect the validity of any other provisions
hereof.


 




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


 


INTERNATIONAL
WESTERN OIL CORPORATION:


 





	INTERNATIONAL
    WESTERN	 	





	OIL CORPORATION:	 	ATTEST:



 





 





	 		 	 
	By:		By:	
	 	Ross
    Ramsey, President	 	Benjamin
    Tran, Chairman




 


INTERNATIONAL
WESTERN PETROLEUM, INC.:


 





	INTERNATIONAL
    WESTERN	 	





	PETROLEUM,
                                         INC:



	 	ATTEST:


 


	 	 	 	 
	By:		By:	
	 	Benjamin
    Tran, Chairman	 	Ross
    Ramsey, President







 






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