AGREEMENT
OF PURCHASE AND SALE


 


Lloydminster Area, Alberta

Blackfoot Area, Alberta

Maidstone Area, Saskatchewan

Lloydminster Area, Saskatchewan


 


THIS AGREEMENT made as of April
8, 2013.


 


BETWEEN:


 


ALBERTA STAR DEVELOPMENT CORP.,
a body corporate, incorporated pursuant to the laws of the Province of Alberta, registered to carry on business in the Province
of Alberta and having offices in Vancouver, British Columbia (hereinafter referred to as "Vendor")


 


- and -


 


PETROCAPITA OIL AND GAS LP.,
a limited partnership, by its general partner Petrocapita GP I Ltd., a body corporate, both registered to carry on business in
the Province of Alberta and having offices in Calgary, Alberta (hereinafter referred to as "Purchaser")


 


WHEREAS Vendor wishes
to sell and Purchaser wishes to purchase the interest of Vendor in and to the Assets (defined herein), subject to and in accordance
with the terms and conditions hereof,


 


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


 


Article 1



INTERPRETATION 


 


		1.1	Definitions



 


In this Agreement,
unless the context otherwise requires:


 


		(a)	“Abandonment and Reclamation Obligations" means any and all past, present and
future obligations to abandon the Wells and restore and reclaim the surface sites thereof, to decommission and remove the facilities
and equipment comprised in the Facilities and Tangibles and restore and reclaim the surface sites thereof and to reclaim and restore
the Lands, all in accordance with good oil and gas field practices, and in compliance with the Regulations;



 


		(b)	“Adjustment Date" means the hour of 8:00 a.m., Calgary time, on March 1,2013;



 


		(c)	“AFEs" means the authorities for expenditure and operations notices, if any,
set out in Schedule "B" under the heading "AFEs";



 


		(d)	"Assets" means the Petroleum and Natural Gas Rights, the Tangibles and the Miscellaneous
Interests;



 






    	 



    	 



    

 


		(e)	"Base Price" means the sum of money first set out in subsection 2.6 (a);



 


		(f)	"Business Day" means a day other than a Saturday, a Sunday or a statutory holiday
in Calgary, Alberta;



 


		(g)	"Closing" means the sale by the Vendor of, and the purchase by the Purchaser of,
the Assets;



 


		(h)	"Closing Place" means the offices of the Purchaser, or such other place as may
be agreed upon in writing by Vendor and Purchaser;



 


		(i)	"Closing Time" means the hour of 10:00 a.m. (Calgary time) on the later of:



 


		(i)	April [22], 2013; and



 


		(ii)	The third Business Day following the receipt of final approval of the TSXV of the transactions
contemplated by this Agreement;



 


or such other time and date as
may be agreed upon in writing by Vendor and Purchaser;


 


		(j)	"Dollar" and "$" mean a dollar of lawful money of Canada;



 


		(k)	"Environmental Liabilities" means any and all past, present or future environmental
damage, contamination, or other environmental problems pertaining to the Lands or caused by the Assets or the Lands or operations
thereon or related thereto, however and by whomsoever caused, and whether caused by a breach of the applicable Regulations or otherwise,
which occur or arise in whole or in part prior to, at or subsequent to the Closing Time, and regardless of whether or not a reclamation
certificate has been issued. Without limiting the generality of the foregoing, such environmental damage or contamination or other
environmental problems shall include those arising from or related to (i) surface, underground, air, ground water, surface water
or marine environment contamination; (ii) Abandonment and Reclamation Obligations; (iii) the restoration, cleanup or reclamation
of or failure to restore, cleanup or reclaim any part of the Assets or the Lands; (iv) the removal of or failure to remove foundations,
structures or equipment; (v) the release, spill, escape or emissions of toxic, hazardous or oilfield waste substances; and (vi)
damages and losses suffered by Third Parties as a result of any of the occurrences in subclauses (i) through (v) of this subsection;



 


		(l)	"ERCB" means the Alberta Energy Resources Conservation Board;



 


		(m)	"Facilities" means all right, title, interest and estate of the Vendor in the
facility or facilities, if any, set out in Schedule "C" under the heading "Facilities";



 


		(n)	"General Conveyance" means the General Conveyance set out in Schedule "F";



 


		(o)	"GST" means the goods and services tax administered pursuant to the Excise Tax
Act (Canada), as amended and the regulations thereunder or under any successor or parallel federal or provincial legislation that
imposes a tax on the recipient of goods and services;



 






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		(p)	"Lands" means all right, title, interest and estate of the Vendor in the lands
areally described in Schedule “A”;



 


		(q)	"Lawsuits and Claims" means the Lawsuits and Claims, if any, set out in Schedule
"H" under the heading "Lawsuits and Claims";



 


		(r)	"Leased Substances" means all Petroleum Substances, rights to or in respect of
which are granted, reserved or otherwise conferred by or under the Title Documents (but only to the extent that the Title Documents
pertain to the Lands);



 


		(s)	"Losses" means all actions, causes of action, losses, costs, claims, damages,
penalties, fines, assessments, charges, expenses or other liabilities whatsoever, whether contractual or tortious, which are suffered,
sustained, or incurred by a Party and includes, without limitation, reasonable legal fees on a solicitor and client basis and other
professional fees and disbursements on a full indemnity basis, but notwithstanding the foregoing shall not include any liability
for indirect or consequential damages including, without limitation, business loss, loss of profit, economic loss, punitive damages,
or income tax liabilities;



 


		(t)	"LM R" has the meaning as set forth and defined in section 4.1;



 


		(u)	“Miscellaneous Interests" means, subject to any and all limitations and exclusions
provided for in this definition, all right, title, interest and estate of the Vendor in all property, assets, interests and rights
pertaining to the Petroleum and Natural Gas Rights and the Tangibles, or either of them, but only to the extent that such property,
assets, interests and rights pertain to the Petroleum and Natural Gas Rights and the Tangibles, or either of them, including without
limitation, Vendor's interest in any and all of the following:



 


		(i)	contracts and agreements relating to the Petroleum and Natural Gas Rights and the Tangibles, or
either of them, including without limitation gas purchase contracts, processing agreements, transportation agreements and agreements
for the construction, ownership and operation of facilities;



 


		(ii)	fee simple mineral rights and fee simple rights to, and rights to enter upon, use or occupy, the
surface of any lands which are or may be used to gain access to or otherwise use the Petroleum and Natural Gas Rights and the Tangibles,
or either of them;



 


		(iii)	all subsisting rights to carry out operations relating to the Lands or Tangibles, and without limitation,
all easements and well, pipeline and other permits, licences and authorizations;



 


		(iv)	all non-financial records, books, documents, licences, reports and data which relate to the Petroleum
and Natural Gas Rights and the Tangibles, or either of them, excluding any of the foregoing that pertain to seismic, geological
or geophysical matters;



 


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



 


		(vi)	all non-interpretative technical data; and



 


		(vii)	the Seismic Rights;



 






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		(v)	"Party" means a party to this Agreement;



 


		(w)	"Permitted Encumbrances" means:



 


		(i)	liens for taxes, assessments and governmental charges which are not due or the validity of which
is being diligently contested in good faith by or on behalf of Vendor;



 


		(ii)	liens incurred or created in the ordinary course of business as security in favour of the person
who is conducting the development or operation of the property to which such liens relate for Vendor's proportionate share of the
costs and expenses of such development or operation;



 


		(iii)	mechanics', builders' and materialmen's liens in respect of services rendered or goods supplied
for which payment is not due;



 


		(iv)	easements, rights of way, servitudes and other similar rights in land (including without limitation
rights of way and servitudes for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains,
electric light, power, telephone, telegraph and cable television conduits, poles, wires and cables) which do not materially impair
the use of the Assets affected thereby;



 


		(v)	the right reserved to or vested in any municipality or government or other public authority by
the terms of any lease, licence, franchise, grant or permit or by any statutory provision, to terminate any such lease, licence,
franchise, grant or permit or to require annual or other periodic payments as a condition of the continuance thereof;



 


		(vi)	rights of general application reserved to or vested in any governmental authority to levy taxes
on the Leased Substances or any of them or the income therefrom, and governmental requirements and limitations of general application
as to production rates on the operations of any property;



 


		(vii)	statutory exceptions to title and the reservations, limitations, provisos and conditions in any
original grants from the Crown of any of the mines and minerals within, upon or under the Lands;



 


		(viii)	any security held by any Third Party encumbering Vendor's interest in and to the Assets or any
part or portion thereof, in respect of which Vendor delivers a discharge in registrable form, a no interest letter with an undertaking
to discharge the security interest or like document (in a form satisfactory to Purchaser) to Purchaser at or prior to Closing;



 


		(ix)	the Sale, Processing and Transportation Contracts and agreement or agreements (if any) for the
sale of Leased Substances that are terminable on not greater than 91 days notice (without an early termination penalty or other
cost);



 


		(x)	all royalty burdens, liens, adverse claims, penalties, reductions in interests and other encumbrances
set out in Schedule "A"; and



 


		(xi)	the terms, conditions and obligations arising under the Title Documents.



 






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		(x)	"Petroleum and Natural Gas Rights" means all rights to and in respect of the Leased
Substances and the Title Documents (but only to the extent that the Title Documents pertain to the Lands), including without limitation
the interests set out in Schedule "A";



 


		(y)	"Petroleum Substances" means any of crude oil, crude bitumen and products derived
therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids and any and all other substances related to any of
the foregoing, whether liquid, solid or gaseous, and whether hydrocarbons or not, including without limitation sulphur and coal
bed methane;



 


		(z)	"Purchase Price" means:



 


		(i)	the Base Price; and



 


		(ii)	plus or minus the adjustments and other amounts to be added or subtracted from the Base Price as
provided in section 2.6;



 


		(aa)	has the meaning as set forth and defined in section 2.6;



 


		(bb)	"Regulations" means all statutes, laws, rules, orders, judgements, writs, injunctions,
decrees, regulations and directives of governmental and other competent authorities in effect from time to time and made by governments,
governmental boards or agencies, tribunals, courts, commissions, administrative agencies, arbitrators or judicial authorities having
jurisdiction over the Assets, the Parties or the transaction contemplated herein;



 


		(cc)	"Right of First Refusal" means a preferential, pre-emptive or first purchase right
whereby any party has the right to acquire or purchase all or a portion of the Assets pursuant to the Title Documents by virtue
of this Agreement or the transaction to be effected by it;



 


		(dd)	"Sale Processing and Transportation Contracts" means the agreement or agreements,
if any, set out in Schedule "D" under the heading "Sale Processing and Transportation Contracts";



 


		(ee)	"Seismic Rights" means the rights to be granted by Vendor to Purchaser at Closing
pursuant to Schedule "G”;



 


		(ff)	"SMER" means the Saskatchewan Ministry of Energy and Resources, or any successor
thereto having jurisdiction over the Assets or certain of them and the operation thereof;



 


		(gg)	"Specific Conveyances" means all conveyances, assignments, transfers, novations
and other documents or instruments that are reasonably required or desirable to convey, assign and transfer the interest of Vendor
in and to the Assets to Purchaser and to novate Purchaser in the place and stead of Vendor with respect to the Assets and the Title
Documents;



 


		(hh)	"Take or Pay Obligations" means obligations to sell or deliver Petroleum Substances
or any of them, rights to which are granted, reserved or otherwise conferred pursuant to the Title Documents, without being entitled
in due course to receive and retain full payment for such Petroleum Substances;



 






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		(ii)	"Tangibles" means, subject to any and all limitations and exclusions provided
for in this definition, the Facilities and any and all tangible depreciable property and assets other than the Facilities which
are located within, upon or in the vicinity of the Lands and which are used or are intended to be used to produce, process, gather,
treat, measure, make marketable or inject the Leased Substances or any of them or in connection with water injection, water disposal
or removal operations that pertain to the Petroleum and Natural Gas Rights, including without limitation any and all gas plants,
oil batteries, buildings, production equipment, pipelines, pipeline connections, meters, generators, motors, compressors, treaters,
dehydrators, Scrubbers, separators, pumps, tanks, boilers and communication equipment (including any SCADA systems) but excluding
all motorized vehicles;



 


		(jj)	"Third Party" means any individual or entity other than Vendor and Purchaser,
including without limitation 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 to this Agreement of Purchase and Sale;



 


		(ll)	"Title Documents" means, collectively, any and all certificates of title, leases,
reservations, permits, licences, assignments, trust declarations, operating agreements, royalty agreements, gross overriding royalty
agreements, participation agreements, farm-in agreements, sale and purchase agreements, pooling agreements and any other documents
and agreements granting, reserving or otherwise conferring rights to (i) explore for, drill for, produce, take, use or market Petroleum
Substances, (ii) share in the production of Petroleum Substances, (iii) share in the proceeds from, or measured or calculated by
reference 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 if the foregoing pertain in whole or in part to Petroleum Substances within,
upon or under the Lands including without limitation those, if any, set out in Schedule "A";



 


		(mm)	"TSXV" means the TSX Venture Exchange; and



 


		(nn)	"Wells" means all wells which have been, are or may be used in connection with
the Petroleum and Natural Gas Rights, including without limitation producing, shut-in. suspended, abandoned, reclaimed, water source,
water disposal and water injection wells and the wells set out in Schedule "E" under the heading "Wells".



 


		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 and paragraphs and the provision of headings for all or any
thereof are for convenience and reference only and shall 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 as suggesting the plural and vice versa, and words suggesting gender
or gender neutrality shall be construed as suggesting the masculine, feminine and neutral genders.


 


		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"	-	AFEs
	Schedule "C"	-	Facilities
	Schedule "D"	-	Sales, Processing and Transportation Contracts 
	Schedule "E"	-	Wells
	Schedule "F"	-	General Conveyance
	Schedule "G"	-	Rights of First Refusal
	Schedule "H"	-	Lawsuits and Claims


 


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 in the body of this Agreement, such term or condition in the body of this Agreement shall prevail.


 


		1.6	Knowledge



 


Where in this Agreement
a representation, warranty or certificate is made on the basis of knowledge or awareness of a Party, such knowledge or awareness
consists only of the actual knowledge or awareness, as the case may be, of the officers and employees of such Party and does not
include knowledge and awareness of any other person or persons.


 


Article 2



PURCHASE AND SALE AND CLOSING 


 


		2.1	Purchase and Sale 



 


Vendor hereby agrees
to sell, assign, transfer, convey and set over to Purchaser, and Purchaser hereby agrees to purchase from Vendor, all of the right,
title, estate and interest of Vendor (whether absolute or contingent, legal or beneficial) in and to the Assets subject to and
in accordance with the terms of this Agreement.


 


		2.2	Closing



 


Closing shall take
place at the Closing Place at the Closing Time if there has been satisfaction or waiver of the conditions of Closing herein contained.
Subject to all other provisions of this Agreement, possession, risk and beneficial ownership of Vendor's interest in and to the
Assets shall pass from Vendor to Purchaser at the Closing Time. The Parties shall execute and deliver the General Conveyance at
Closing.


 






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		2.3	Specific Conveyances



 


		(a)	Vendor shall prepare the Specific Conveyances at its cost and as required, none of which shall
confer or impose upon a Party any greater right or obligation than contemplated in this Agreement. All Specific Conveyances that
are prepared and circulated to Purchaser a reasonable time prior to the Closing Time shall be executed and delivered by the Parties
at Closing.



 


		(b)	Forthwith after Closing, Vendor shall at its cost circulate and register, as the case may be, all
Specific Conveyances that by their nature may be circulated or registered, provided that Purchaser shall be responsible for all
registration fees pertaining to same.



 


		2.4	Title Documents and Miscellaneous Interests



 


Vendor shall deliver
to Purchaser at Closing the original copies of the Title Documents and any other agreements and documents to which the Assets are
subject and the original copies of contracts, agreements, non-financial records, books, documents, licences, reports and data comprising
Miscellaneous Interests which are now in the possession of Vendor or of which it gains possession prior to Closing. Notwithstanding
the foregoing, if and to the extent such Title Documents, contracts, agreements, non-financial records, books, documents, licences,
reports and data also pertain to interests other than the Assets, photocopies or other copies may be provided to Purchaser in lieu
of original copies. Purchaser shall, upon request and after reasonable notice, provide reasonable access, at the offices of Purchaser
and during its normal business hours, to such of the Title Documents and other contracts, agreements, non-financial records, books,
documents, licenses, reports and data comprising Miscellaneous Interests delivered by Vendor pursuant hereto, as Vendor may require
for Purposes concerning the interests which Vendor held in the Assets prior to the Closing Time and the calculation of adjustments
prior to the finalization of same, subject always to the requirement that all such information shall remain confidential.


 


		2.5	Form of Payment



 


All payments to be
made pursuant to this Agreement shall be in Canadian funds. All payments to be made at Closing shall be made by certified cheque,
solicitor's trust cheque and/or bank draft payable to Vendor at Closing.


 


		2.6	Base Price and Purchase Price



 


The aggregate consideration
to be paid by Purchaser to Vendor for Vendor's interest in and to the Assets shall be the Purchase Price. The amount to be paid
by Purchaser to Vendor at the Closing Time shall be determined as follows:


 


		(a)	$1,875,000.00 (the "Base Price");



 


		(b)	less the adjustments (if any) on account of exercised Rights of First Refusal pursuant to Article
9 and Rights of First Refusal which have not been waived or expired as at the Closing Time; and



 






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		(c)	plus or minus (as applicable) the net amount of the adjustment pursuant to Article 7 as at the
Closing Time.



 


		2.7	GST



 


The Purchase Price
does not include GST. At Closing, Purchaser shall pay to Vendor (i) the Purchase Price and (ii) the GST payable in respect
of the Assets. Vendor shall remit the GST according to law. The GST registration number of Vendor is 888717691RT0001. The GST registration
number of Purchaser is 827041054RT0001.


 


		2.8	Other Taxes 



 


At Closing, Purchaser
shall be solely responsible for all sales taxes, transfer taxes, fees, charges, levies or similar assessments which may be imposed
by any governmental authority and pertaining to its acquisition of the Assets or to the circulation and registration of the Specific
Conveyances and shall remit any such amounts to the applicable governmental authority according to law.


 


		2.9	Allocation of Purchase Price 



 


The Parties shall allocate
the Purchase Price as follows:


 


	Petroleum and Natural Gas Rights	 	 	80	%
	Tangibles	 	 	20% less $10.00	 
	Miscellaneous Interests	 	$	10.00	 



  


Article 3



CONDITIONS OF CLOSING 


 


		3.1	Purchaser's Conditions 



 


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


 


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



 


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



 


		(c)	the Vendor shall have delivered to the Purchaser the General Conveyance and the Specific Conveyances
executed by the Vendor (if applicable);



 


		(d)	from the Adjustment Date to the Closing Time, excluding variations in commodity pricing, the Assets
shall have suffered no material, adverse damage or change;



 


		(e)	there shall be no claims or proceedings threatened or pending involving the Vendor in connection
with the Assets which claims or proceedings in the aggregate would, in the opinion of the Purchaser, have a material adverse effect
on the Assets;



 






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		(f)	any and all necessary regulatory or governmental approvals required to permit the transaction to
be completed that can be secured prior to Closing, or are normally secured prior to Closing in transactions of this type, shall
have been obtained, including such approvals as are required to be obtained from the ERCB, SMER or similar agency;



 


		(g)	operatorship of the Assets shall be transferred by Western Plains Petroleum Ltd. to the Purchaser;



 


		(h)	Vendor shall have delivered to Purchaser at or prior to Closing discharges, or no interest letters,
for any security held by any Third Party encumbering Vendor's interest in and to the Assets or any part or portion thereof, which
discharges are requested by Purchaser a reasonable time prior to Closing; and



 


		(i)	prior to the Closing Time, Vendor shall have obtained and produced to Purchaser the written consent
to the transaction contemplated hereby of each Third Party whose consent is required under the terms of the Title Documents and
any other agreements and documents to which the Assets are subject, including duly executed releases and/or confirmations from
Arctic Hunter Energy Inc. and the Vendor as to the termination of the sub-participation agreements between the Vendor and Arctic
Hunter Energy Inc., dated October 14, 2010 and November 18, 2011, respectively, and the reversion of the affected Petroleum and
Natural Gas Rights, Tangibles and Miscellaneous Interests earned thereunder, from Arctic Hunter Energy Inc. back to the Vendor.



 


If any one or more of the foregoing conditions
precedent has or have not been satisfied, complied with or waived by Purchaser, at or before the Closing Time, Purchaser may in
addition to any other remedies which it may have available to it, rescind this Agreement by written notice to Vendor. If Purchaser
rescinds this Agreement pursuant to this section 3. 1, the Purchaser and Vendor shall be released and discharged from all obligations
hereunder except as provided in sections 3.3 and 11.16.


 


		3.2	Vendor's Conditions



 


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


 


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



 


		(b)	all obligations of Purchaser contained in this Agreement to be performed prior to or at Closing
shall have been timely performed in all material respects;



 


		(c)	the Purchaser shall have tendered to the Vendor the Purchase Price in the manner provided for in
Section 2.6;



 


		(d)	final approval of the TSXV of the transactions contemplated by this Agreement shall have been obtained



 


		(e)	the Purchaser shall have executed and delivered to the Vendor at least one copy of the General
Conveyance and Specific Conveyances (if applicable) tendered by the Vendor;



 






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		(f)	any and all necessary regulatory or governmental approvals required to permit the transaction to
be completed that can be secured prior to Closing, or are normally secured prior to Closing in transactions of this type, shall
have been obtained, including such approvals as are required to be obtained from the ERCB, SMER or similar agency; and



 


		(g)	all amounts to be paid by Purchaser to Vendor at Closing 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 or waived by Vendor, at or before the Closing Time, Vendor may, in addition
to any other remedies which it may have available to it, rescind this Agreement by written notice to Purchaser. If Vendor rescinds
this Agreement, Purchaser and Vendor shall be released and discharged from all obligations hereunder except as provided in sections
3.3 and 11.16.


 


		3.3	Efforts to Fulfil Conditions Precedent



 


Purchaser and Vendor
shall proceed diligently and iii good faith and use best efforts to satisfy and comply with and assist in the satisfaction and
compliance with the conditions precedent. If there is a condition precedent that is to be satisfied or complied with prior to the
Closing Time, and if, by the time the condition precedent is to be satisfied or complied with, the Party for whose benefit the
condition precedent exists fails to notify the other Party whether or not the condition precedent has been satisfied or complied
with, the condition precedent shall be conclusively deemed to have been satisfied or complied with.


 


Article 4



REPRESENTATIONS AND WARRANTIES 


 


		4.1	Representations and Warranties of Vendor



 


Purchaser acknowledges
that it is purchasing the Assets on an “as is, where is" basis, without representation and warranty and without reliance
oil information provided to or oil of Purchaser by Vendor or any Third Party, except that and subject in all instances to the Permitted
Encumbrances, Rights of First Refusal or any matter disclosed in any of the schedules hereto, Vendor makes the following representations
and warranties to Purchaser:


 


		(a)	Standing: Vendor is a body corporate duly organized, validly subsisting and in good standing
under the laws of its jurisdiction of incorporation and is authorized to carry on business in the jurisdictions where the Assets
are located;



 


		(b)	Requisite Authority: Vendor has good right, full power and absolute authority to sell, assign,
transfer, convey and set over the interest of Vendor in and to the Assets according to the true intent and meaning of this Agreement;



 


		(c)	Execution: the execution, delivery and performance of this Agreement has been duly and validly
authorized by any and all requisite corporate and directors' actions and will not result in any violation of, be in conflict with
or constitute a default under any articles, bylaw or other governing document to which Vendor is bound;



 


		(d)	No Conflicts: the execution, delivery and performance of this Agreement will not result
in any violation of, be in conflict with or constitute a default under any term or provision of any agreement or document to which
Vendor is party or by which Vendor is bound, nor under any Regulation applicable to Vendor;



 






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		(e)	Enforceability: this Agreement and any other agreements delivered in connection herewith
constitute valid and binding obligations of Vendor enforceable against Vendor in accordance with their terms, subject to the qualification
that such enforceability may be subject to:



 


		(i)	bankruptcy, insolvency, fraudulent preference, reorganization or other laws affecting creditor's
rights generally; and



 


		(ii)	general principles of equity (regardless of whether such enforceability is considered in a proceeding
at equity or law);



 


		(f)	Regulatory Approval: no authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body exercising jurisdiction over the Assets is required for the due execution,
delivery and performance by Vendor of this Agreement, other than authorizations, approvals or exemptions from requirement therefor,
previously obtained and currently in force or to be obtained, including without limiting the foregoing, the conditional and final
acceptance of the TSX Venture Exchange;



 


		(g)	Finder's Fees: Vendor has not incurred any obligation or liability, contingent or otherwise,
for brokers' or finders' fees in respect of this Agreement or the transaction to be effected by it for which Purchaser shall have
any obligation or liability;



 


		(h)	Canadian Resident: Vendor is not a non-resident within the meaning of section 116 of
the Income Tax Act (Canada);



 


		(i)	All or Substantially All: the interest of Vendor in and to the Assets does not constitute
all or substantially all the property of Vendor;



 


		(j)	Fees and Charges: except as may be identified in the schedules hereto, the interest of Vendor
in and to all property, assets, interests and rights comprising the Tangibles is sufficient such that Vendor is not subject to
any penalty, fee, levy, charge or other compensation payable to any Third Party for the use of or access to the Tangibles;



 


		(k)	Assets Not Removed: to Vendor's knowledge, no tangible depreciable property and assets which
are used, were used or are intended to be used in producing, processing, gathering, treating, measuring, making marketable or injecting
the Leased Substances or any of them or in connection with water injection or removal operations that pertain to the Petroleum
and Natural Gas Rights, has been removed from its location since the Adjustment Date, nor has Vendor alienated or encumbered any
such tangible depreciable property and assets since such date;



 


		(l)	Alienation: except as may be identified in the schedules hereto, Vendor has not alienated
or encumbered the Assets or any part or portion thereof, Vendor has not committed and is not aware of there having been committed
any act or omission whereby the interest of Vendor in and to the Assets or any part or portion thereof may be cancelled or determined,
and the Assets are now free and clear of all liens, royalties, conversion rights and other claims of Third Parties, created by,
through or under Vendor or of which Vendor has knowledge;



 






    	- 12 -



    	 



    

 


		(m)	Right of First Refusal: except as may be identified to Purchaser by Vendor pursuant to Article
9, if any, none of the interest of Vendor in and to the Assets is subject to any Rights of First Refusal;



 


		(n)	No Notice: Vendor has not received notice from any Third Party claiming an interest in and
to the Assets adverse to the interest of the Vendor and the Vendor has no reason to believe that any such claim may be made;



 


		(o)	Compliance: to Vendor's knowledge, information and belief, it has not failed to comply with.
perform, observe or satisfy any term, condition, obligation or liability which has heretofore arisen under the provisions of any
of the Title Documents or any other agreements and documents to which the Assets are subject where such failure would reasonably
be expected to have a material adverse effect upon the aggregate value of the Assets;



 


		(p)	No Notice of Default: Vendor has not received notice of default and is not, to the knowledge,
information and belief of Vendor, in any default under any obligation, agreement, document, order, writ, injunction or decree of
any court or of any commission or administrative agency, which might result in impairment or loss of the interest of Vendor in
and to the Assets or which might otherwise adversely affect the Assets;



 


		(q)	No Lawsuits or Claims: except as may be identified in the Schedule "H", if any,
no suit, action, lawsuit, administrative proceeding or other proceeding before any court or governmental agency has been commenced
against Vendor or, to the knowledge, information and belief of Vendor, has been threatened against Vendor or any Third Party, which
might result in material impairment or loss of the interest of Vendor in and to the Assets or which might otherwise adversely affect
the Assets or any rights to, and rights to enter upon, use or occupy the surface of any lands which are or may be used to gain
access to or otherwise use the Petroleum and Natural Gas Rights and the Tangibles, or either of them;



 


		(r)	Payment of Taxes and Third Party Payables: to Vendor's knowledge, information and belief,
all amounts due and payable to Third Parties prior to the date hereof and pertaining to the Assets have been fully paid, including
without limitation (i) any and all ad valorem and property taxes, (ii) any and all production, severance and similar taxes, charges
and assessments based upon or measured by the ownership or production of the Leased Substances or any of them or the receipt of
proceeds therefor, and (iii) all amounts due and payable in connection with Permitted Encumbrances, provided however, in the case
of any and all amounts due and payable prior to the time Vendor acquired an interest in and to the Assets to which such amounts
pertain, Vendor makes this representation and warranty only based upon its knowledge, information and belief;



 


		(s)	AFEs: other than those of which the Purchaser has notice or as disclosed on Schedules "B"
hereto, the Vendor has no knowledge of any AFEs issued or approved by the Vendor with respect to the Assets under which amounts
may become payable after the Adjustment Date under which Vendor's share will be greater than $25,000.00;



 






    	- 13 -



    	 



    

 


		(t)	Operator: in respect of the Assets that are operated by Vendor, if any, Vendor holds all
valid licenses, permits and similar rights and privileges that are required and necessary under applicable law to operate the Assets
as presently operated;



 


		(u)	Operations: any and all operations of Vendor, on or in respect of the Assets, have been
conducted in accordance with good oil and gas industry practices and iii material compliance with all Regulations;



 


		(v)	Tangibles: the Tangibles operated by Vendor, if any, are in good and operable condition,
reasonable wear and tear excepted;



 


		(w)	LLR (Alberta): the licencee liability management rating (LMR), as set forth and as described
in ERCB Directive 006: Licensee Liability Rating Program and Licence Transfer Process, of Vendor equals or exceeds 1.0 and will
not fall below 1.0 as a result of any licence transfer application(s) submitted or to be submitted in respect of the Assets and
the transaction effected hereby;



 


		(x)	LLR (Saskatchewan): the licencee liability rating or "LLR" in respect of its assets
and interests located in the Province of Saskatchewan, as determined under the Oil and Gas Conservation Regulations (Saskatchewan)
and/or pursuant to SMER rules, regulations, guidelines, directives, interim directives and policies of Vendor is not less than
1.0 and the Vendor will not have an LLR that is less than 1.0 following Closing and the transfer of the Assets as contemplated
in this Agreement;



 


		(y)	Environmental: Vendor has no knowledge of, is not aware of and has not received:



 


		(i)	any orders or directives which relate to environmental matters and which require any work, repairs,
construction or capital expenditures with respect to the Assets, where such orders or directives have not been complied with in
all material respects; or



 


		(ii)	any demand or notice issued with respect to the breach of any environmental, health or safety law
applicable to the Assets, including without limitation, respecting the use, storage, treatment, transportation or disposition of
environmental contaminants, which demand or notice remains outstanding on the date hereof;



 


		(z)	Sale, Processing and Transportation Contracts: except for the Sale, Processing and Transportation
Contracts, Vendor is not a party to and Vendor's interest in and to the Assets is not otherwise bound or affected by any:



 


		(i)	production sales contracts pertaining to the Leased Substances or any of them that cannot be terminated
on notice of 91 days or less (without an early termination penalty or other cost),



 


		(ii)	gas balancing or similar agreements pertaining to the Leased Substances or any of them,



 


		(iii)	agreements for the transportation, processing or disposal of the Leased Substances or any of them
or substances produced in connection with the Leased Substances or any of them,



 






    	- 14 -



    	 



    

 


		(iv)	agreements for the contract operation by a Third Party of the Assets or any of them, and



 


		(v)	agreements to provide transportation, processing or disposal capacity or service to any Third Party;



 


		(aa)	Take or Pay Obligations: there are no Take or Pay Obligations;



 


		(bb)	Disclosure: Vendor has made reasonable inquiries and searches for material documents and
information relating to the Assets and for all information reasonably required to make the representations and warranties contained
in this Agreement not misleading in light of the circumstances.



 


		4.2	Limitation on Vendor's Representation and Warranties 



 


Except and to the extent
expressly stated in section 4.1, Vendor does not warrant title to the Assets or make any representations or warranties with respect
to:


 


		(a)	any data or information, including any engineering, geological or other interpretations or evaluations
supplied by Vendor in connection with the Assets;



 


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



 


		(c)	the cost associated with any Abandonment and Reclamation Obligations; or



 


		(d)	the value of the Assets or the future cash flow therefrom.



 


		4.3	Acknowledgements 



 


Without detracting
from Purchaser's reliance on Vendor's representation and warranties in section 4.1. Purchaser acknowledges that prior to entering
into this Agreement:


 


		(a)	it will have made its own independent investigation, analysis, evaluation and inspection of Vendor's
interest in the Assets, including a review of Vendor's title thereto and the state and condition thereof and will have relied on
its own investigation, analysis, evaluation and inspection as to its assessment of the condition, quantum and value of the Assets
and Vendor's title thereto;



 


		(b)	it is satisfied, acting reasonably:



 


		(i)	that there is no material environmental damage or contamination or other environmental problems
pertaining to or caused by the Assets or operations thereon or related thereto;



 


		(ii)	with the Sale, Processing and Transportation Contracts to any Third Party;



 


		(iii)	that the Tangibles are in good and operable condition, reasonable wear and tear excepted;



 


		(iv)	with Vendor's title to the Assets;



 






    	- 15 -



    	 



    

 


		(c)	it has been provided with the right and opportunity to conduct its own due diligence and site inspections
of and in respect to Abandonment and Reclamation Obligations and Environmental Liabilities, if any, and will have relied on its
own investigation, analysis, evaluation and inspection as to its assessment of the environmental condition of the Lands and Assets;
and



 


		(d)	in determining the Purchase Price, Purchaser will have taken into account the Purchaser's assumption
of the Abandonment and Reclamation Obligations and Environmental Liabilities, as set forth in this Agreement, and Vendor's release
of responsibility therefor.



 


		4.4	Representations and Warranties of Purchaser



 


Purchaser makes the
following representations and warranties to Vendor:


 


		(a)	Standing: Purchaser is a partnership duly organized, validly existing and in good standing
under the laws of its jurisdiction formation and is authorized to carry on business in the Province in which the Assets are located;



 


		(b)	Requisite Authority: Purchaser has good right, full power and absolute authority to purchase
the interest of Vendor in and to the Assets according to the true intent and meaning of this Agreement;



 


		(c)	Execution: the execution, delivery and performance of this Agreement has been duly and validly
authorized by any and all requisite corporate, shareholders' and directors' actions and will not result in any violation of, be
in conflict with or constitute a default under any articles, charter, bylaw or other governing document to which Purchaser is bound;



 


		(d)	No Conflicts: the execution, delivery and performance of this Agreement will not result
in any violation of, be in conflict with or constitute a default under any term or provision of any agreement or document to which
Purchaser is party or by which Purchaser is bound, nor under any Regulation applicable to Purchaser;



 


		(e)	Enforceability: this Agreement and any other agreements delivered in connection herewith
constitute valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms subject to the
qualification that such enforceability may be subject to:



 


		(i)	bankruptcy, insolvency, fraudulent preference, reorganization or other laws affecting creditor's
rights generally; and



 


		(ii)	general principles of equity (regardless of whether such enforceability is considered in a proceeding
at equity or law);



 


		(f)	Regulatory Approval: no authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body exercising jurisdiction over the Assets is required for the due execution,
delivery and performance by Purchaser of this Agreement, other than authorizations, approvals or exemptions from requirement therefor,
previously obtained and currently in force;



 


		(g)	Finder's Fee: Purchaser has not incurred any obligation or liability, contingent or otherwise,
for brokers' or finders' fees in respect of this Agreement or the transaction to be effected by it for which Vendor shall have
any obligation or liability;



 






    	- 16 -



    	 



    

 


		(h)	Investment Canada Act: Purchaser is not a non-Canadian person for the purposes of the Investment
Canada Act;



 


		(i)	LLR (Alberta): the licencee liability management rating as set forth and described in the
LMR as described in ERCB Directive 006: Licensee Liability Rating Program and Licence Transfer Process, Of Purchaser equals or
exceeds 1.0 and will not fall below 1.0 as a result of any licence transfer application(s) submitted or to be submitted in respect
of the Assets and the transaction effected hereby; and



 


		(j)	LLR (Saskatchewan): the licencee liability rating or "LLR" in respect of its assets
and interests located in the Province of Saskatchewan. as determined under the Oil and Gas Conservation Regulations (Saskatchewan)
and/or pursuant to SMER rules, regulations, guidelines, directives, interim directives and policies of Purchaser is not less than
1.0 and the Purchaser will not have an LLR that is less than 1.0 following Closing and the transfer of the Assets as contemplated
in this Agreement;



 


Article 5



INDEMNITIES FOR REPRESENTATIONS AND WARRANTIES 


 


		5.1	Vendor's Indemnities for Representations and Warranties 



 


For a period of 12
months after Closing, 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 been accurate and truthful, provided however that nothing in
this section 5.1 shall be construed so as to cause Vendor to be liable to or indemnify Purchaser in connection with any representation
or warranty contained in section 4.1 if and to the extent that Purchaser did not rely upon such representation or warranty.


 


		5.2	Purchaser's Indemnities for Representations and Warranties



 


For a period of 12
months after Closing, 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 4.4 been accurate and truthful, provided however that nothing in this section
5.2 shall be construed so as to cause Purchaser to be liable to or indemnify Vendor in connection with any representation or warranty
contained in section 4.4 if and to the extent that Vendor did not rely upon such representation or warranty.


 


Article 6



PURCHASER'S INDEMNITIES 


 


		6.1	General Indemnity 



 


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 arise out of any matter or thing occurring or arising from and after the Closing Time and which relates to the
Assets, provided however that Purchaser shall not be liable to nor be required to indemnify Vendor in respect of any Losses, suffered,
sustained, paid or incurred by Vendor which arise out of acts or omissions of Vendor.


 






    	- 17 -



    	 



    

 


		6.2	Abandonment and Reclamation



 


Purchaser shall see
to the timely performance of all Abandonment and Reclamation Obligations pertaining to the Assets which in the absence of this
Agreement would be the responsibility of Vendor. 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 should Purchaser fail to timely perform such obligations.


 


		6.3	Environmental Liabilities



 


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 pertain to Environmental Liabilities, however, whenever and by whomsoever caused. Purchaser shall not be entitled
to exercise and hereby waives any rights or remedies Purchaser may now or in the future have against Vendor in respect of Environmental
Liabilities, whether such rights and remedies are pursuant to the common law, statute or Regulation or otherwise, including Without
limitation, the right to name Vendor as a third party to any action commenced by any Third Party against Purchaser.


 


		6.4	Limitation



 


The indemnities provided
for in this Article 6 apply only if Closing occurs. Notwithstanding any other provision in this Agreement, Purchaser shall not
be liable to nor be required to indemnify Vendor in respect of any Losses, suffered, sustained, paid or incurred by Vendor in respect
of which Vendor is liable to and has indemnified Purchaser pursuant to section 5.1, and Vendor shall not be liable to nor be required
to indemnify Purchaser in respect of any Losses, suffered, sustained, paid or incurred by Purchaser in respect of which Purchaser
is liable to and has indemnified Vendor pursuant to section 5.2.


 


		6.5	Unknown Value of Environmental Liabilities



 


In the determination
of the Purchase Price payable for the Assets, Vendor and Purchaser are in agreement that the exact extent and value of Environmental
Liabilities is unknown and unknowable as of the Closing Time. Accordingly, Vendor and Purchaser have not attributed a specific
or agreed to value with regard to either the Environmental Liabilities, or the indemnities provided for in section 6.2 and 6.3
of this Agreement, nor shall there be any adjustments made to the Purchase Price in relation thereto.


 






    	- 18 -



    	 



    

 


Article 7



OPERATING ADJUSTMENTS


 


		7.1	Operating Adjustments



 


Subject to all other
provisions of this Agreement, all benefits and obligations of any kind and nature relating to the operation of the Assets conveyed
pursuant to this Agreement, excluding income taxes but otherwise including without limitation maintenance, development, operating
and capital costs, government incentives and administration fees, royalties and other burdens, and proceeds from the sale of production
whether accruing, payable or paid and received or receivable, shall be adjusted between the Parties as of the Adjustment Date in
accordance with generally accepted accounting principles. For greater certainty, adjustments in respect of production, if any,
shall be made in favour of Vendor in respect of production beyond the wellhead at the Adjustment Date and in favour of Purchaser
in respect of all other production. Notwithstanding the foregoing, Vendor shall not be required to provide a credit at closing
for any benefits accruing to Purchaser after the Adjustment Date but not actually received at least 3 Business Days prior to the
Closing Time. Vendor shall provide to Purchaser prior to the Closing Time a written statement of all such adjustments to be made
at Closing, and shall cooperate with Purchaser to enable Purchaser to verify the accuracy of such statement. Adjustments not settled
or incorrectly settled prior to or at Closing shall be settled by payment to or by Vendor and Purchaser, as the case may be, as
soon as practicable after Closing. The intention of the Parties is that final settlement shall occur within [90] days following
the Closing Time, but it is recognized that adjustments may be made after that time. No adjustments shall be made after 1 year
from the Closing Time unless written notice of the requested adjustment, with reasonable particulars, is given within 1 year from
the Closing Time, provided however that adjustments arising as a consequence of Crown royalty audits, joint venture audits or thirteenth
month adjustments for gas plant throughput and gas cost allowance for the Assets are not subject to the 1 year limit. Petroleum
substances beyond wellhead at the Adjustment Date and surplus items such as tubing and casing stored on the Lands which are not
charged to the joint interest account with respect to the Lands, do not comprise part of the Assets and shall be removed by Vendor
as soon as possible.


 


		7.2	Audits



 


Notwithstanding the
provisions of section 7.1, adjustments arising as a consequence of Crown royalty audits, joint venture audits or thirteenth month
adjustments for gas plant throughput and gas cost allowance for the Assets, relating to the period prior to the Closing Time:


 


		(a)	for which audit queries or thirteenth month adjustments are outstanding at the Closing Time; or



 


		(b)	that occur after the Closing Time but not later than two years after the Closing Time (in the case
of joint venture audits and thirteenth month adjustments) or four years from the end of the calendar year in which Closing occurs
(in the case of Crown royalty audits),



 


shall be made as they occur and payment
for them shall be made within 30 days of each adjustment and shall be made by Purchaser to Vendor, or vice versa, as the case may
be. Either Party may audit the records of the other relating to accounting or adjustments made subject to this section 7.2 for
two years from the date the adjustment is made. Accounting or adjustments resulting from the audit shall be settled between Vendor
and Purchaser on an item-by-item basis as they occur. Nothing in this Agreement shall restrict or otherwise interfere with any
audit rights Vendor may have under any agreements pertaining to the Assets for the period prior to the Adjustment Date; it being
the intention of the parties hereto that any adjustments arising from or attributable to the exercise of such audit rights shall
be for the account of Vendor. For the purposes hereof, the expression "audit right" shall include the right to initiate
an audit or to participate in or receive the benefits from an audit.


 


		7.3	Deposits, Cash Calls and Operating Funds 



 


The Assets do not include
deposits made by Vendor which relate to the Assets or cash call advances, operating fund payments or similar advances made by Vendor
to an operator of the Assets. Such amount shall, at the option of Vendor, either be returned to Vendor and (if required) replaced
by Purchaser or be transferred by Vendor to Purchaser, in which event Purchaser shall reimburse the amount thereof to Vendor.


 






    	- 19 -



    	 



    

 


		7.4	Administrative Fees 



 


There will be no administrative
overhead fees charged on operated properties by Vendor other than those assessed by Third Parties. However, Purchaser shall be
solely responsible for any Purchaser requested land, accounting, production reporting, system conversion or other integration costs
and expenses incurred by Vendor on behalf of Purchaser.


 


Article 8



MAINTENANCE OF ASSETS 


 


		8.1	Maintenance of Assets 



 


Until the Closing Time,
Vendor shall, to the extent that the nature of its interest permits, and subject to the Title Documents and any other agreements
and documents to which the Assets are subject:


 


		(a)	maintain the Assets in a proper and prudent manner in accordance with good oil and gas industry
practices and in material compliance with all applicable Regulations;



 


		(b)	pay or cause to be paid all costs and expenses relating to the Assets which become due from the
date hereof to the Closing Time;



 


		(c)	perform and comply with all covenants and conditions contained in the Title Documents and any other
agreements and documents to which the Assets are subject; and



 


		(d)	maintain adequate insurance on all insurable portions of the Assets up to the date on which Closing
occurs and immediately thereafter Vendor shall terminate all insurance carried by it in respect of the Assets.



 


		8.2	Consent of Purchaser



 


Notwithstanding section
8.!, Vendor shall not, without the written consent of Purchaser, which consent shall not be unreasonably 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 respect to the
Assets of which Vendor's share is in excess of $25,000.00, except in case of an emergency or in respect of amounts which Vendor
may be committed to expend or be deemed to authorize for expenditure without its consent;



 


		(b)	surrender or abandon any of the Assets;



 


		(c)	amend or terminate any Title Document or any other agreement or document to which the Assets are
subject, or enter into any new agreement or commitment relating to the Assets, other than the termination of certain sub-participation
agreements entered into between the Vendor and Arctic Hunter Energy Inc.; or



 






    	- 20 -



    	 



    

 


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



 


		8.3	Post-Closing Administration



 


		(a)	Following Closing, Vendor shall hold its title to the Assets in trust for Purchaser until all necessary
notifications, registrations and other steps required to transfer such title to Purchaser have been completed;



 


		(b)	Following Closing, Vendor shall represent Purchaser in all matters arising under the Title Documents
until Purchaser is substituted as a party thereto in the place of Vendor, whether by novation, notice of assignment or otherwise
and, in furtherance thereof:



 


		(i)	all payments relating to the Assets after the Closing Time received by Vendor pursuant to the Title
Documents shall be received and held by Vendor as trustee for Purchaser and Vendor shall remit such amounts promptly to Purchaser,
provided however Vendor shall be entitled to retain any portion of such payments to satisfy any amounts owing or payable hereunder
or to satisfy any amounts owing to Third Parties by Purchaser under the Title Documents;



 


		(ii)	Purchaser shall forward to Vendor, within the time frame required under the applicable Title Document.
any cash call advances, operating fund payments or other advances required to be paid by Purchaser pursuant to the Title Documents
which Vendor shall forward to the operator under the relevant Title Documents on behalf of Purchaser. Purchaser shall be responsible
for the recoupment of any portion of such costs which are the responsibility of Third Parties under any Title Document;



 


		(iii)	Vendor shall forward all statements, notices and other information received by it pursuant to the
Title Documents that pertain to the Assets to Purchaser promptly following their receipt by Vendor; and



 


		(iv)	Vendor shall forward to Third Parties to the Title Documents such notices and elections pursuant
to the Title Documents pertaining to the Assets as Purchaser may reasonably request;



 


		(c)	Following Closing, in any case where Purchaser must be novated into or recognized as a party to,
the operating agreement or agreements governing any of the Assets, the following provisions shall apply with respect to those Assets
until the novation has occurred:



 


		(i)	Vendor shall maintain the Assets (including the Title Documents) on behalf of Purchaser at Purchaser's
sole cost and expense;



 


		(ii)	Vendor shall not initiate any operation in respect of the Assets except upon the written instruction
of the Purchaser; and



 


		(iii)	Vendor shall forthwith provide to Purchaser all authorizations for expenditure, notices, specific
information and other documents in respect of the Assets which it receives and shall respond to such authorizations for expenditure,
notices, information and other documents pursuant to the written instructions of the Purchaser, if received on a timely basis,
provided that Vendor may (but shall not be obligated to) refuse to follow instructions which it reasonably believes to be unlawful
or in conflict with an applicable contract;



 






    	- 21 -



    	 



    

 


		(d)	Purchaser shall indemnify and save harmless Vendor from and against all Losses arising as a consequence
of the provisions of subsections 8.3(a) and (b) hereof, except to the extent caused by the gross negligence or wilful misconduct
of Vendor or its servants, agents or employees. Acts or omissions taken by Vendor or its servants or agents with the approval of
Purchaser shall not constitute gross negligence or wilful misconduct for purposes of this subsection.



 


		8.4	Lease Rental Payments, Production Accounting and Physical Operations



 


Unless otherwise directed
by Purchaser, Vendor shall:


 


		(a)	pay on behalf of Purchaser all rentals and shut-in royalty payments for Crown and freehold mineral
and surface leases which are due and payable on or before April 30, 2013;



 


		(b)	complete production accounting for the calendar month in which Closing occurs; and



 


		(c)	deliver physical control and operation of the Assets to Purchaser at 8:00 a.m. on the day after
Closing occurs.



 


Article 9



RIGHTS OF FIRST REFUSAL


 


		9.1	Rights of First Refusal



 


		(a)	The Vendor confirms that the Assets are subject to Rights of First Refusal and such assets are
identified in Schedule "G".



 


		(b)	Within 5 Business Days of the execution and delivery of this Agreement, Vendor shall advise Purchaser
which of the Assets are subject to Rights of First Refusal (the "ROFR Assets") and which Assets are not subject
to Rights of First Refusal pursuant to the terms of the applicable operating agreements. Within 3 Business Days of receiving such
advice, Purchaser shall advise Vendor in writing of its bona fide allocations of value for Vendor's interest in and to the ROFR
Assets. Provided Vendor is in agreement with Purchaser's bona fide allocations, Vendor shall comply with the applicable provisions
of such rights and shall courier notices to the Third Parties (and Purchaser, if applicable) holding such rights no later than
2 Business Days after it receives the bona fide allocations of Purchaser, in a form that is acceptable to Purchaser acting reasonably,
using the bona fide allocations of Purchaser. Vendor shall notify Purchaser in writing forthwith upon each Third Party exercising
or waiving such a right. If any such Third Party elects to exercise such a right, the definition of Assets shall be deemed to be
amended to exclude those ROFR Assets in respect of which the right has been exercised, such ROFR Assets shall not be conveyed to
Purchaser and the Purchase Price, the tax allocations and the Goods and Services Tax shall be reduced accordingly. Purchaser shall
indemnify and save Vendor harmless from and against any and all Losses arising out of the allocations provided by Purchaser in
respect of the Right of First Refusal notices to be provided pursuant to this section 9.1



 






    	- 22 -



    	 



    

 


Article 10



PRE-CLOSING INFORMATION


 


		10.1	Production of Documents



 


At all reasonable times
from the date hereof until the Closing Time, Vendor shall make available to Purchaser and Purchaser's counsel in Vendor's offices
in Calgary (upon request only) all of the Title Documents and any other agreements and documents to which the Assets are subject
including without limitation (i) production sales contracts pertaining to the Leased Substances or any of them, (ii) gas balancing
or similar agreements pertaining to the Leased Substances or any of them, (iii) agreements for the transportation, processing or
disposal of the Leased Substances or any of them or substances produced in connection with the Leased Substances or any of them,
(iv) agreements for the contract operation by a Third Party of the Assets or any of them, and (v) agreements to provide transportation,
processing or disposal capacity or service to any Third Party.


 


Article 11



GENERAL


 


		11.1	Further Assurances



 


Each Party will, from
time to time and at all times after Closing, without further consideration, do such further acts and deliver all such further assurances,
deeds and documents as shall be reasonably required in order to fully perform and carry out the terms of this Agreement. Until
Purchaser is novated, with respect to the interest of Vendor in and to the Assets, into the Title Documents and any other agreements
and documents to which the Assets are subject. Vendor shall act as Purchaser's agent (including without limitation to serve operation
notices and authorizations for expenditure) as Purchaser reasonably and lawfully directs. Purchaser shall be liable to Vendor and
shall, in addition, indemnify Vendor from and against, all Losses, suffered, sustained, paid or incurred by Vendor arising in connection
with all acts or omissions of Vendor in its capacity as agent of Purchaser to the extent such acts and omissions were expressly
or impliedly authorized by Purchaser.


 


		11.2	No Merger



 


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


 






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		11.3	Entire Agreement



 


The provisions contained
in any and all documents and agreements collateral hereto shall at all times be read subject to the provisions of this Agreement
and. in the event of conflict, the provisions of this Agreement shall prevail. No amendments shall be made to this Agreement unless
in writing, executed by the Parties. This Agreement supersedes all other agreements, documents, writings and verbal understandings
among the Parties relating to the subject matter hereof and expresses the entire agreement of the Parties with respect to the subject
matter hereof.


 


		11.4	Subrogation



 


The assignment and
conveyance to be effected by this Agreement is made with full right of substitution and subrogation of Purchaser in and to all
covenants, representations, warranties and indemnities previously given or made by others in respect of the Assets or any part
or portion thereof.


 


		11.5	Governing Law



 


This Agreement shall,
in all respects, be subject to, interpreted, construed and enforced in accordance with and under the laws of the Province of Alberta
and applicable laws of Canada and shall, in all respects, be treated as a contract made in the Province of Alberta. The Parties
irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of Alberta and courts of appeal therefrom
in respect of all matters arising out of or in connection with this Agreement. The Land Contracts (Action) Act (Saskatchewan) shall
have no application to any action (as defined in that statute) with respect to this Agreement. The Limitation of Civil Rights Act
(Saskatchewan) shall have no application to this Agreement or any agreement or instrument reviewing or extending or collateral
to this Agreement, or the rights, powers or remedies of the Vendor under this Agreement.


 


		11.6	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 and shall enure to the benefit of the Parties and their respective administrators,
trustees, receivers, successors and permitted assigns.


 


		11.7	Time of Essence



 


Time shall be of the
essence in this Agreement.


 


		11.8	Notices



 


The addresses for service
and the fax numbers of the Parties shall be as follows:


 





	Vendor -	Alberta Star Development Corp. 
	 	506-675 West Hastings Street
	 	Vancouver, British Columbia V6B 1N2
	 	 
	 	Attention: Stuart Rogers  
	 	Fax: (604) 408-3884
	 	 
	Purchaser -	Petrocapita GP 1 Ltd.
	 	#803 - 5920 Macleod Trail SW 
	 	Calgary, Alberta T2H 0K2
	 	 
	 	Attention: Land Manager 
	 	Fax: (587) 887-1537










 






    	- 24 -



    	 



    

 


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


 


		(a)	by personal service on a Party at the address of such Party set out above, in which case the item
so served shall be deemed to have been received by that Party when personally served;



 


		(b)	by facsimile transmission to a Party to the fax number of such Party set out above, in which case
the item so transmitted shall be deemed to have been received by that Party when transmitted; or



 


		(c)	except in the event of an actual or threatened postal strike or other labour disruption that may
affect mail service, by mailing first class registered post, postage prepaid, to a Party at the address of such Party set out above,
in which case the item so mailed shall be deemed to have been received by that Party on the third Business Day following the date
of mailing (the date of mailing being the Business Day immediately prior to the postmarked date of the envelope containing the
notice, communication or statement or if the subject envelope has been lost or destroyed, the date of such notice, communication
or statement or if undated the date of the transmittal letter accompanying the same).



 


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


 


		11.9	Operatorship



 


Purchaser acknowledges
that Vendor is unable to assign to Purchaser operatorship of the Assets, if any, operated by Vendor and in respect of which Vendor
does not have a 100% interest. Vendor shall, however, use reasonable best efforts to assist Purchaser in its attempts to obtain
operatorship.


 


		11.10	Removal of Signs



 


At and after Closing,
Vendor may remove any signs that indicate its ownership or operation of the Assets. Purchaser shall, no later than 60 days from
Closing, erect or install signs required by governmental agencies to indicate that Purchaser is the operator of the Assets and
to notify other working interest owners, gas purchasers, suppliers, contractors, governmental agencies and other third parties
of Purchaser's interest in the Assets.


 


		11.11	Limit of Liability



 


In no event shall the
liability of Vendor to Purchaser in respect of claims of Purchaser arising out of or in connection with this Agreement exceed,
in the aggregate, the Purchase Price, taking into account any and all increases or decreases to the Purchase Price that occur by
virtue of the terms of this Agreement.


 


		11.12	Invalidity of Provisions



 


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


 






    	- 25 -



    	 



    

 


		11.13	Waiver



 


No failure on the part
of any Party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any such right or remedy preclude any other or further exercise thereof or the exercise of any right or remedy in law or in
equity or by statute or otherwise conferred. No waiver of any provision of this Agreement, including without limitation, this section,
shall be effective otherwise than by an instrument in writing dated subsequent to the date hereof, executed by a duly authorized
representative of the Party making such waiver.


 


		11.14	Amendment



 


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


 


		11.15	Agreement not Severable



 


This Agreement extends
to the whole of the Assets and is not severable without Purchaser's express written consent or as otherwise herein provided.


 


		11.16	Confidentiality and Public Announcements



 


Until Closing has occurred,
each Party shall keep confidential all information obtained from the other Party in connection with the Assets and shall not release
any information concerning this Agreement and the transactions herein provided for, without the prior written consent of the other
Party, which consent shall not be unreasonably withheld. Nothing contained herein shall prevent a Party at any time from furnishing
information (i) in the case of the Vendor, to fulfill its continuous disclosure obligations; (ii) to any governmental agency or
regulatory authority or to the public if required by applicable law, provided that the Parties shall provide each other at least
2 Business Days advance written notice of any public statement which they propose to make and Purchaser will use best efforts to
not use the name of Vendor in any such announcements; (iii) in connection with obtaining consents or complying with preferential,
pre-emptive or first purchase rights contained in Title Documents and any other agreements and documents to which the Assets are
subject; (iv) to procure the consent of a Parties' lender; or (v) to obtain the approval of the TSXV.


 


		11.17	Privacy Laws



 


All disclosures of
"personal information" pursuant to this Agreement shall only be carried out in compliance with applicable Privacy Laws.
The Parties agree that the transaction proposed by this Agreement constitutes a "business transaction" within the meaning
of Privacy Laws. Each Party agrees only to request from the other Party and each Party agrees only to provide to the other Party,
"personal information" which is necessary: (a) for the Parties to determine whether to proceed with the transaction contemplated
by this Agreement; and (b) if the Closing is to occur, for the Parties to carry out and complete the Closing. The Parties agree
that the collection, use and disclosure of “personal information" is restricted to the purposes that relate to the transaction
contemplated by this Agreement.


 


		11.18	Counterpart Execution



 


This Agreement may
be executed in counterpart, no one copy of which need be executed by Vendor and Purchaser. A valid and binding contract shall arise
if and when counterpart execution pages are executed and delivered by Vendor and Purchaser. Counterpart execution pages delivered
via facsimile or similar electronic means shall be as binding as an originally executed copy of this page.


 






    	- 26 -



    	 



    

 


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


 





	ALBERTA STAR DEVELOPMENT CORP.	 	PETROCAPITA OIL AND GAS L.P.
	 	 	 	By its general partner, Petrocapita GP I Ltd.
	 	 	 	 	 
	Per:	/s/Stuart Rogers	 	Per:	/s/Stephen Johnston
	 	Stuart Rogers, Interim Chief 	 	 	Stephen Johnston, Director
	 	Executive Officer	 	 	 







 


 







    	- 27 -



    	 



    


 


Schedule
A


 


 


THIS PAGE AND THE FOLLOWING 7 PAGES COMPRISE
SCHEDULE "A” ATTACHED TO AND FORMING PART OF AN AGREEMENT OF PURCHASE AND SALE MADE AS OF APRIL 8, 2013 BETWEEN ALBERTA
STAR DEVELOPMENT CORP. AND PETROCAPITA OIL AND GAS L.P.


 





 




    	 



    	 



    


 





 




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Schedule
B


 


THIS PAGE COMPRISES SCHEDULE "B"
ATTACHED TO AND FORMING PART OF AN AGREEMENT OF PURCHASE AND SALE MADE AS OF APRIL 8, 2013 BETWEEN ALBERTA STAR DEVELOPMENT CORP.
AND PETROCAPITA OIL AND GAS L.P.


 


 



 


AFEs


 


NONE


 




    	 



    	 



    


 


Schedule
C


 


THIS PAGE COMPRISES SCHEDULE "C”
ATTACHED TO AND FORMING PART OF AN AGREEMENT OF PURCHASE AND SALE MADE AS OF APRIL 8, 2013 BETWEEN ALBERTA STAR DEVELOPMENT CORP.
AND PETROCAPITA OIL AND GAS L.P.


 


 



 





Facilities


 


SK BTB 1H 3841 Battery 12-06-50-25 W3 License
#5904


 




    	 



    	 



    


 


Schedule
D


 


THIS PAGE AND THE FOLLOWING PAGE COMPRISE
SCHEDULE "D" ATTACHED TO AND FORMING PART OF AN AGREEMENT OF PURCHASE AND SALE MADE AS OF APRIL 8, 2013 BETWEEN ALBERTA
STAR DEVELOPMENT CORP. AND PETROCAPITA OIL AND GAS L.P.


 


 



 


Sales, Processing and Transportation
Contracts 


 


None.


  




    	 



    	 



    


 


Schedule
E


 


THIS PAGE AND THE FOLLOWING PAGE COMPRISE
SCHEDULE “E” ATTACHED TO AND FORMING PART OF AN AGREEMENT OF PURCHASE AND SALE MADE AS OF APRIL 8, 2013 BETWEEN ALBERTA
STAR DEVELOPMENT CORP. AND PETROCAPITA OIL AND GAS L.P.


 


 



  





 




    	 



    	 



    


 


Schedule
F


 


THE FOLLOWING 2 PAGES COMPRISE SCHEDULE
"F" ATTACHED TO AND FORMING PART OF AN AGREEMENT OF PURCHASE AND SALE MADE AS OF APRIL 8, 2013 BETWEEN ALBERTA STAR DEVELOPMENT
CORP. AND PETROCAPITA OIL AND GAS L.P.


 


 



 


General Conveyance (Attached)


 




    	 



    	 



    


 


GENERAL CONVEYANCE


 


THIS AGREEMENT made
as of _____________________, 2013.


 


BETWEEN:


 


ALBERTA STAR DEVELOPMENT CORP.,
a body corporate, incorporated pursuant to the laws of the Province of Alberta, registered to carry on business in the Province
of Alberta and having offices in Vancouver, British Columbia (hereinafter referred to as "Vendor)


 


- and -


 


PETROCAPITA OIL AND GAS L.P., a
limited partnership, by its general partner Petrocapita GP I Ltd., a body corporate, both registered to carry on business in the
Province of Alberta and having offices in Calgary, Alberta (hereinafter referred to as "Purchaser")


 


WHEREAS:


 


		(A)	Vendor and Purchaser entered into that Agreement of Purchase and Sale dated April 8, 2013 (the
"Sale Agreement") with respect to the "Assets" (which term, when used in this Agreement, has the same meaning
as in the Sale Agreement);



 


		(B)	All of the conditions precedent to the obligations of the parties hereto to close the transactions
contemplated by the Sale Agreement have either been fulfilled or waived in the manner provided for waiver in the Sale Agreement;



 


NOW THEREFORE in consideration of the premises
hereto and the covenants and agreements hereinafter set forth and contained, the parties hereto covenant and agree as follows:


 


		1.	Vendor hereby sells, assigns, transfers, conveys and sets over to Purchaser, and Purchaser hereby
purchases from Vendor. all of the right, title, estate and interest of Vendor (whether absolute or contingent, legal or beneficial)
in and to the Assets, to have and to hold the same, together with all benefit and advantage to be derived therefrom, absolutely,
subject to the terms of the Sale Agreement.



 


		2.	The covenants, representations, warranties and indemnities contained in the Sale Agreement are
incorporated herein as fully and effectively as if they were set out herein and there shall not be any merger of any covenant,
representation, warranty or indemnity contained in the Sale Agreement by virtue of the execution and delivery hereof, any rule
of law, equity or statute to the contrary notwithstanding.



 


		3.	If any term or provision hereof should conflict with any term or provision of the Sale Agreement,
the term and provision of the latter shall prevail and this Agreement shall at all times be read subject to all terms and conditions
of the Sale Agreement.



 


		4.	The assignment and conveyance effected by this Agreement is made with full right of substitution
of Purchaser in and to all covenants, representations, warranties and indemnities by others heretofore given or made in respect
of the Assets or any part thereof.



 






    	 



    	 



    

 


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



 


		6.	This Agreement shall be binding upon and shall enure to the benefit of each of the parties hereto
and their respective administrators, trustees, receivers, successors and assigns.



 


		7.	This Agreement may be executed in counterpart, no one copy of which need be executed by Vendor
and Purchaser. A valid and binding contract shall arise if and when counterpart execution pages are executed and delivered by Vendor
and Purchaser.



 


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


 





	ALBERTA STAR DEVELOPMENT CORP.	 	PETROCAPITA OIL AND GAS L.P.
	 	 	By its general partner, Petrocapita GP I Ltd.
	 	 	 	 	 
	Per:	 	 	Per:	 
	 	Stuart Rogers, Interim Chief 	 	 	 
	 	Executive Officer	 	 	 










  




    	- 2 -



    	 



    





 


Schedule
G


 


THIS PAGE COMPRISES SCHEDULE "G”
ATTACHED TO AND FORMING PART OF AN AGREEMENT OF PURCHASE AND SALE MADE AS OF APRIL 8, 2013 BETWEEN ALBERTA STAR DEVELOPMENT CORP.
AND PETROCAPITA OIL AND GAS L.P.


 


 


Rights of First Refusal 


 


All Assets of the Vendor in this Agreement
are subject to Rights of First Refusal pursuant to (i) the Joint Operating Agreement dated August 5, 2010 between the Vendor and
Western Plains Petroleum Ltd., (ii) the Joint Operating Agreement dated August 25, 2010, between the Western Plains Petroleum Ltd.,
Nordic Oil & Gas Ltd. and the Vendor (pursuant to a notice of assignment dated August 25, 2010, between Western Plains Petroleum
Ltd. and the Vendor).


 




    	 



    	 



    


 


Schedule
H


 


THIS PAGE COMPRISES SCHEDULE "H”
ATTACHED TO AND FORMING PART OF AN AGREEMENT OF PURCHASE AND SALE MADE AS OF APRIL 8, 2013 BETWEEN ALBERTA STAR DEVELOPMENT CORP.
AND PETROCAPITA OIL AND GAS L.P.


 





 



 


Lawsuits and Claims 


 


None.