“Act” means the Business Corporations Act (Alberta), as amended from time to time and every statute that may be substituted therefore, and in the case of any such amendment and substitution, any reference in this Agreement to the Act shall be read as referring to the amended or substituted provisions therefor;

“Accountants” means such independent firm of chartered accountants as may, from time to time, be chosen by the Shareholders as accountants of the Corporation;

“Agreement” means this agreement and all schedules attached hereto and includes any amendments made hereto and thereto by written agreement between the Shareholder and the Corporation;

“Articles” means the Articles of Incorporation of the Corporation filed on June 5, 2013 and the Articles of Amendment of the Corporation filed on August 7, 2013, as may from time to time to amended or restated;

“Assets” means the Lands, the Wells, the Facilities, the Pipelines and the Disposal Well located at 14-27-055-24-W4M;

“Business Day” means a day other than a Saturday, Sunday or statutory holiday in Alberta;

“By-laws” means any by-laws of the Corporation from time to time in force and effect;

“Chairman” means the Chairman of the Board of directors of the Corporation, which person shall be Alex Walsh until and unless a new Chairman is appointed pursuant to the terms of this Agreement;

“Closing” means the closing date of the Transaction which is October 18, 2013 or such other date as agreed to by the Parties;

“Debenture” means the $300,000 Secured Convertible Debenture issued by the Corporation to Lithium and which is due and payable on July 30, 2014, subject to certain conditions with respect to the conversion of the Debenture amount into common shares of the Corporation;

“Director” of “Directors” means the person or persons who are, from time to time in accordance with the terms of this Agreement, duly elected or appointed to the Board of Directors of the Corporation;

“Disposal Well” means the Disposal Well located at 14-27-055-24-W4M on the Lands;

“Disposal Well Licenses” means any licenses required with respect to qualifying the Disposal Well initially as a water disposal well and facility and subsequently as a disposal well and facility capable of handling all fluids with Class 1A status;

“Effective Date” means October 10, 2013;

“Facilities” means all facilities and equipment located on the Lands;

“Holding Corporation” and “Holding Corporation Shareholder” have the meanings ascribed thereto in Section 9.3;

“Lands” means the lands located on Section14-27-055-24-W4M;

“Officer” means any duly appointed officer of the Corporation;

“Party or Parties” means any person, firm, corporation or entity referred to in this Agreement and includes any person who may hereafter execute a counterpart of this Agreement upon becoming a Shareholder;

“Principal” means any of the persons who is a controlling shareholder of a Holding Corporation Shareholder;

“Secretary” means the Corporate Secretary of the Corporation and if there is no secretary, then the Chairman;

“Shares” means shares of the Corporation that the Shareholders at the date hereof or hereafter may beneficially own;

“Shareholders” means Alta and Excel, together with such other persons which may become Parties to this Agreement, collectively, and “Shareholder” means any one of such persons individually;

“Title Documents” means the documents of title for the Assets and any lands or leases derived or selected therefrom and any renewals, replacements or extensions thereof;

“Transaction” means the share purchase transaction between Lithium, Alta, Excel, Vincent Murphy and the Corporation whereby Alta acquired 51% of the issued and outstanding shares of the Corporation in accordance with the terms of the Debenture;

“Walsh” means Alex Walsh, Chairman, President and Chief Executive Officer of the Corporation; and

“Wells” means any wells located on the Lands.

Upon the Closing of the Transaction, Alta acquired 51% of the issued and outstanding Common Shares of the Corporation by funding $450,000 of the capital requirements of the Corporation. It is the intention of the Parties that Alta may continue to fund the on- going capital requirements of the Corporation if and when funds are necessary for the completion of the Facilities. The Parties also acknowledge and agree that none of the Parties including Lithium, Alta or Excel shall have the obligation to provide additional funding. After the Closing of the Transaction, Alta may continue to fund the current capital requirements of the Corporation for up to a minimum of $420,000, subject to the provisions of Section 8.1(b) below.

Subject to Section 3.1 above and in the event that Alta elects to fund the on-going capital requirements of the Corporation beyond the aggregate of $870,000 set out in Section 3.2(a) above, any such funds advanced by Alta shall be deemed to be funds loaned by Alta to the Corporation on a non-interest bearing, unsecured bridge loan basis. Any such funds provided to the Corporation shall be repayable by the Corporation from cash flow generated by the Corporation and in any event any such finds loaned prior to June 30, 2014 shall not be due and payable until June 30, 2014 and thereafter shall not be due and payable until a date that is not less than 6 months following the date of any such loan.

Unless otherwise agreed by all Shareholders, the Shareholders shall not cause or permit the Corporation and the Directors shall not authorize the Corporation, to:

increase or decrease the authorized capital of the Corporation or alter its capital structure or the rights, privileges, restrictions and conditions attached to any Shares included in such capital structure in any way;

take or institute any proceedings for the winding-up, reorganization or dissolution of the Corporation;

sell, lease or exchange all or substantially all of the property of the Corporation other than in the ordinary course of business;

subject to Section 8.1, increase or decrease the issued capital of the Corporation;

declare dividends and distribute profits and losses, except following completion of the fiscal year end of the Corporation which is June 30 in each year and after the financial statements have been prepared and distributed to the Shareholders and only when the Corporation has sufficient retained earnings and working capital and is able to fund on-going working capital for the development of the Assets; or

declare dividends and distribute profits and losses that are not declared equally on all outstanding classes of shares.

Subject to Sections 7.1(a) and 7.1(b), it is the intention of the Shareholders that the Directors shall authorize and declare dividends on a quarterly basis provided that the Corporation has sufficient retained earnings and working capital and is able to fund the on-going working capital for the development of the Assets.

The Corporation has retained Valeura Energy Inc. (“Valeura”) as the initial operator of the Assets to conduct operations on the Disposal Well pursuant to an Operating Agreement between the Corporation and Valeura dated July 9, 2013. Valeura shall retain a 10% working interest in the Lands until completion of the initial work on the project and shall re-convey that interest to the Corporation provided that the Corporation has paid Valeura a cash payment of $2,500 per month for acting as Operator of the Disposal Well and the Lands and upon payment of an amount of $10,000 to Valeura upon completion of the project.

Valeura shall operate the Lands and Disposal Well on behalf of the Corporation until the property is transferred to the Corporation. The Corporation shall prepare and provide a work program for the Disposal Well which shall be approved by Valeura.

Upon approval of the work program, the Corporation will implement the work program and be responsible for and pay all costs and expenses relating to the work program.

The Corporation shall provide Valeura with daily progress reports while conducting activities on the Lands.

The Corporation will be responsible for all costs associated with the Wells, the Lands and the Facilities.

The bank of the Corporation shall be Bank of Montreal (or any subsidiary thereof) or such other bank as the Shareholders holding not less than sixty (60%) percent of all Shares shall determine from time to time (herein referred to as the “Bank”).

All monies received by the Corporation from any source shall be paid into the Bank to an account or accounts for the benefit of an in the Corporation’s name and shall only be withdrawn or paid out by cheque, bank draft, money order or other similar instrument in the manner hereinafter set forth.

All cheques, drafts, instruments or order for the payment of money by the Corporation and all notes in acceptance of bills of exchange shall be executed by Walsh and Lee Long and such additional signatories, if any, as they shall nominate.

     Alta shall be entitled to acquire additional Common Shares of the Corporation as follows:

 Pursuant to Section 3.2(a) above, Alta funded the initial capital requirements of the Corporation for $450,000 to the date of Closing and at the option of Alta has agreed to fund the on-going capital requirements of the Corporation. It is intended that Alta may fund up to an aggregate of $420,000 for the development of the Disposal Well, the Lands and the Facilities. In the event that Alta funds additional post-closing capital requirements of the Corporation, Alta shall be entitled to acquire additional Shares of the Corporation. For every $105,000 of post-Closing capital that Alta funds for the Corporation, Alta shall be entitled to receive and the Corporation shall issue from treasury 163,250 additional Shares of the Corporation and if Alta funds an aggregate of $420,000, Alta shall acquire an aggregate of 653,000 additional Shares and hold 70% of the issued and outstanding Shares of the Corporation.

Notwithstanding the provisions of Subsections 8.1(a), neither Alta nor any other Shareholder shall be entitled to acquire more than 70% of the issued and outstanding Common Shares of the Corporation without the express approval and written consent of Excel and Murphy. For greater certainty, no issuance of Common Shares shall result in Excel holding less than 30% of the issued and outstanding shares of the Corporation on a fully-diluted basis after giving effect to any such issuance of Common Shares.

Any Shareholder (hereinafter in this Section 8.5 referred to as the “Offeror”) who desires to sell all or any of its Shares shall give notice of such proposed sale (hereinafter in this Section 8.5 referred to as the “Notice”) to the Corporation and to the other Shareholders and shall set out in the Notice the number of its Shares that it desires to sell (hereinafter in this Section 8.5 referred to as the “Offered Shares”).

Upon the Notice being given, the other Shareholders (hereinafter in this Section 8.5 sometimes collectively referred to as the “Offerees” and sometimes individually referred to as an “Offeree”) shall have the right to purchase all, but not less than all, of the Offered Shares. The Offerees shall be entitled to purchase the Offered Shares pro rata based upon the number of Shares beneficially owned by the Offerees or to purchase in such other proportion as beneficially owned by the Offerees or to purchase in such other proportion as the Offerees may agree in writing, at the price to be determined in accordance with the provisions of Section 8.5(c).

The price of the Offered Shares shall be set out in the Notice, and shall be a price determined by the Offeror, expressed in cash value only (with any non-cash consideration to be converted to fair cash value and added to the price) (collectively, the “Offer Price”).

Within ten (10) Business Days after receiving the Notice, each Offeree who desires to purchase all of the Offered Shares that he is entitled to purchase in accordance with the provisions of Section 8.5(b) shall give notice of such intention to the Offeror, to the Corporation and to the other Offerees. If any Offeree does not give such notice, the Offered Shares that he had been entitled to purchase (hereinafter in this Section 8.5(d) referred to as the “Rejected Shares”) may instead be purchased by the Offerees who did give such notice, pro rata based upon the number of Shares beneficially owned by such Offerees as between themselves or in such other proportion as such Offerees may agree in writing, as, within five (5) Business Days of the expiry of the ten (10) Business Day period specified in this Section 8.5(d), each Offeree who desires to purchase all of the Rejected Shares that he is entitled to purchase in accordance with the provisions of this Sections 8.5(d) shall give an additional notice of such intention to the Offeror, to the Corporation and to the other Offerees. If any Offeree entitled to give the said additional notice does not do so, the Rejected Shares that he had been entitled to purchase may instead be purchased by the Offerees who did give such notice, and so on from time to time until the Offerees are willing to purchase all of the Offered Shares or until they are not willing to purchase any more. If the Offerees are willing to purchase all, but not less than all, of the Offered Shares, the transaction or purchase and sale shall be completed within 20 Business Days of the expiry of the ten (10) Business Day period or five (5) Business Day period, as the case may be, specified in this Section 8.5(d). The transaction shall be completed at the Corporation’s registered office where delivery of the Offered Shares shall be made by the Offeror with good title, free and clear of all liens, charges and encumbrances, against payment by certified cheque by the Offerees.

If the Offeror makes default in transferring the Offered Shares to the Offerees as provided for in this Section 8.5, the Secretary of the Corporation is authorized and directed to receive the purchase money and to thereupon cause the names of the Offerees to be entered in the registers of the Corporation as the holders of the Shares purchasable by them. The said purchase money shall be held in trust by the Corporation on behalf of the Offeror and not commingled with the Corporation's assets, except that any interest accruing thereon shall be for the account of the Corporation. The receipt by the Secretary of the Corporation for the purchase money shall be a good discharge to the Offerees and, after their names have been entered in the registers of the Corporation in exercise of the aforesaid power, the validity of the proceedings shall not be subject to question by any person. On such registration, the Offeror shall cease to have any right to or in respect of the Offered Shares except the right to receive, without interest, the purchase price received by the Secretary of the Corporation.

If the Offerees do not give notice in accordance with the provisions of Section 8.5(d) that they are willing to purchase all of the Offered Shares, the rights of the Offerees, subject as hereinafter provided, to purchase the Offered Shares shall forthwith cease and determine and the Offeror may sell the Offered Shares to any person within four months after the expiry of the ten (10) Business Day period or five (5) Business Day periods, as the case may be, specified in Section 8.5(d), for a price not less than the Offer Price and on other terms no more favourable to such person than those that would have been applicable had the Offerees agreed to purchase the Offered Shares in accordance with the provisions of this Section 8.5, provided that the person to whom his Shares are to be sold agrees prior to such transaction to be bound by this Agreement and to become a party hereto in place of the Offeror with respect to the Offered Shares. If the Offered Shares are not sold within such 4-month period n such terms, the rights of the Offerees pursuant to this Section 8.5 shall again take effect and so on from time to time.

If Shareholders owning more than 50% of all of the Shares of the Corporation (a "Majority") receive an offer (the "Third Party Offer") from any person who is not a Shareholder (the "Third Party") for the purchase of all of the Shares of the Corporation that the Majority wish to accept, then the Majority shall have the right, at its option, to require the other Shareholders (the "Minority") to be bound by the terms and conditions of the Third Party Offer and the Minority shall be obligated to sell their Shares to the Third Party in accordance with the terms and conditions of the Third Party Offer and in such event, the provisions of Section 8.5 of this Agreement will not be operative. The purchase of the Shares owned by the Minority shall close concurrently with the sale of the Shares by the Majority to the Third Party. Each Shareholder among the Minority shall be obligated to co-operate and otherwise facilitate any transaction provided for in this Section 8.6.

If the Majority receives a Third Party Offer which the Majority desires to accept, the Majority shall give notice thereof to the Minority within five (5) days of receipt of the Third Party Offer (the "Majority Notice") and the Minority (but, for certainty, not less than all of them) shall have the right by notice given to the Majority (the "Minority Notice") within five (5) days of its receipt of the Majority Notice to require the Majority to have the Third Party make an offer to the Minority on the same terms as offered to the Majority (the "Supplementary Offer"), and to have the Third Party complete the purchase of all Shares tendered by the Minority pursuant to the Supplementary Offer at the same time as it completes the purchase of Shares from the Majority. If the Majority does not require the Third Party to make the Supplementary Offer, then the Majority shall not be at liberty to complete the Third Party Offer.

Where the following occurs in relation to an individual Shareholder, namely:

he is petitioned in bankruptcy or makes an assignment for the benefit of its creditors;

he is judged insane or incompetent to handle his own affairs by a court of competent jurisdiction;

he enters into a matrimonial property settlement agreement or other similar arrangement or an order is made by a court of competent jurisdiction purporting to deal with his Shares pursuant to the Matrimonial Property Act of Alberta or other similar legislation;

his Shares are seized or attached in any way for the payment of any judgment or order;

if applicable, he becomes incapacitated or disabled by reason of mental or physical disability for six (6) months in any 24 month period; or

the death of such shareholder; and

where any of the events listed in Article 9.1(a)(i) to (vi) inclusive occur with respect to a Principal of such Holding Corporation Shareholder or to the beneficial owner of fifty (50%) percent or more of all the issued and outstanding voting shares of the capital of any such Holding Corporation Shareholder;

a change in control of such Holding Corporation Shareholder pursuant to the Act;

proceedings are instituted for the dissolution or winding-up of any such Holding Corporation Shareholder;

such Holding Corporation Shareholder is petitioned into bankruptcy or makes an assignment for the benefit of its creditors;

a Certificate of Dissolution is issued with respect to such Holding Corporation Shareholder by the Registrar of Corporations or such Holding Corporation Shareholder is otherwise dissolved and its corporate status terminated;

such Holding Corporation Shareholder’s Shares are seized or attached in any way for the payment of any judgment or order;

the principal of such Holding Corporation Shareholder is judged insane or incompetent to handle his own affairs by a court of competent jurisdiction;

the principal of such Holding Corporation Shareholder becomes incapacitated or disabled by reason of mental of physical disability for six (6) months in any 24 month period; or

the death of the principal of such Holding Corporation Shareholder.

The other Shareholders (hereinafter in the Section 9.2 sometimes collectively referred to as the “Offerees” and sometimes individually referred to as an (“Offeree”) shall have the right to purchase all, but not less than all, of the Shares beneficially owned by the Offeror (hereinafter in the Section 9.2 referred to as the “Offered Shares”).

The Offerees shall be entitled to purchase the Offered Shares pro rata based upon the number of Shares beneficially owned by the Offerees or to purchase in such other proportion as the Offerees may agree in writing, at the price to be determined in accordance with the provisions of Section 9.2(c).

The price of the Offered Shares shall be the fair value of such Shares as determined by unanimous agreement of the Shareholders. In the event that the fair value of the Offered Shares cannot be agreed to by the Shareholders, the price of such Shares shall be determined by a chartered business valuator associated with the Accountants (the “Valuator”) as at the end of the fiscal quarter of the Corporation immediately preceding an assignment or occurrence of an event pursuant to Section 9.1. Such determination shall be made in writing and given to all Shareholders and to the Corporation within 20 Business Days of the engagement of the Valuator or as soon thereafter as may be reasonably possible.

Within ten (10) Business Days of having been given the Valuator’s report of the fair value of the Offered Shares, or the determination of fair value of the Shares by the Shareholders, as applicable, pursuant to Section 9.2, each Offeree who desires to purchase all of the Offered Shares that he is entitled to purchase in accordance with the provisions of Section 9.2(b) shall give notice to the Offeror, to the Corporation and to the other Offerees. If any Offeree does not give such notice, the Offered Shares that he had been entitled to purchase (hereinafter in this Section 9.2(d) referred to as the “Rejected Shares”) may instead be purchased by the Offerees who did give such notice, pro rata based upon the number of Shares beneficially owned by such Offerees as between themselves or in such other proportion as such Offerees may agree in writing, and, within five (5) Business Days of the expiry of the ten (10) Business Day period specified in this Section 9.2(d), each Offeree who desires to purchase all of the Rejected Shares that he is entitled to purchase in accordance with the provisions of this Section 9.2(d) shall give an additional notice to the Offeror, to the Corporation and to the other Offerees. If any Offeree entitled to give the said additional notice does not do so, the Rejected Shares that he had been entitled to purchase may instead be purchased by the Offerees who did give such notice, and so on from time to time until the Offerees are willing to purchase all of the Offered Shares or until they are not willing to purchase any more. If the Offerees are willing to purchase all, but not less than all, of the Offered Shares, the transaction of purchase and sale shall be completed within 20 Business Days of the expiry of the ten (10) Business Day period or five (5) Business Day periods, as the case may be, specified in this Section 9.2(d). The transaction shall be completed at the Corporation’s registered office where delivery of the Offered Shares shall be made by the Offeror with good title, free and clear of all liens, charges and encumbrances, against payment by certified cheque by the Offerees.

If the Offeror makes default in transferring the Offered Shares to the Offerees as provided for in this Section 9.2, the Secretary of the Corporation is authorized and directed to receive the purchase money and to thereupon cause the names of the Offerees to be entered in the register of the Corporation as the holders of the shares purchasable by them. The said purchase money shall be held in trust by or on behalf of the Offeror and not commingled with the Corporation’s assets, except that any interest accruing thereon shall be for the account of the Corporation. The receipt by the Secretary of the Corporation for the purchase money shall be a good discharge to the Offerees and, after their names have been entered in the register of the Corporation in exercise of the aforesaid power, the validity of the proceedings shall not be subject to question by any person. On such registration, the Offeror shall cease to have any right to or in respect of the Offered Shares except the right to receive, without interest, the purchase price received by the Secretary of the Corporation.

If the Offerees do not give notice in accordance with the provisions of Section 9.2(d) that they are willing to purchase all of the Offered Shares, the rights of the Offerees, subject as hereinafter provided, to purchase the Offered Shares shall forthwith cease and the Offeror may sell the Offered Shares to any person within four months after the expiry of the ten (10) Business Day period or five (5) Business Day periods, as the case may be, specified in Section 9.2(d), for a price not less than the price that would have been payable by the Offerees and on other terms no more favourable to such person than those that would have been applicable had the Offerees agreed to purchase the Offered Shares in accordance with the provisions of this Section 9.2, provided that the person to whom his Shares are to be sold agrees prior to such transaction to be bound by this Agreement and to become a party hereto in place of the Offeror with respect to the Offered Shares. If the Offered Shares are not sold within such four month period on such terms, the rights of the Offerees pursuant to this Section 9.2 shall again take effect and so on from time to time.

to any Shares or securities into which such Shares may be converted, changed, reclassified, redivided, redesignated, redeemed, subdivided or consolidated;

to any Shares or securities that are received by the Shareholders hereto as a stock dividend or distribution payable in Shares or securities of the Corporation; and

to any Shares or securities of the Corporation or of any successor or continuing company or corporation to the Corporation that may be received by the Shareholders hereto on a reorganization, amalgamation, consolidation or merger, statutory or otherwise.

the Shares being purchased and sold are beneficially owned by the selling Shareholder and are free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances and demands of any nature whatsoever;

no person has any agreement or option or any right or privilege (whether by law, pre- emptive or contractual) capable of becoming an agreement or option for the purchase from the selling Shareholder of any of its Shares being purchased and sold; and

the purchase and sale of the Shares will not result in a breach of the provisions of any agreement, indenture, deed, debenture, mortgage bond or other document or instrument to which the selling Shareholder is a party or by which it is bound.

        This Agreement shall terminate upon:

the written agreement of all of the Shareholders;

the dissolution or bankruptcy of the Corporation or the making by the Corporation of an assignment under the provisions of the Bankruptcy Act (Canada); or

one Shareholder becoming the beneficial owner of all of the Shares.

Was demonstrably known to the Shareholder prior to receipt thereof pursuant to this Agreement;

Is available to the public in the form of written publication;

Shall have become available to the Shareholder in good faith from a third party who has a bona fide right to disclose same;

Is required to be disclosed to any federal, provincial or local government or governmental branch, board, agency or instrumentality necessary to comply with relevant timely disclosure laws or regulatory authorities, including stock exchanges having jurisdiction in respect of securities of the Corporation; or

The Shareholder reasonably determines in good faith is required to be by any law, regulation, judicial order, administrative order, interrogatory, discovery request, investigative demand or other legal process.

“Agreement” means this Gross Overriding Royalty Agreement;

"Effective Date" means June 30, 2013;

"Fees" means the gross revenues or receipts generated by all Royalty Substances. In the event of a non-arm’s length arrangement for fluid disposal or injection, the Fees will be calculated as if the arrangement with respect to the Royalty Substances was an arm’s-length arrangement in the ordinary course of business;

" Parties " means the parties to this Agreement, and " Party " means each of them;

"Royalty" means a 3% non-convertible gross overriding royalty based on the Fees reserved and granted to Murphy by Blue Tap out of Blue Tap's interest in the Royalty Lands;

" Royalty Determination Point " means, as the context requires, (a) the last point at which Royalty Substances are or can be measured prior to, as applicable, being injected, disposed, separated, treated or otherwise enhanced for sale at or from a Royalty Well or (b) the first point at which Royalty Substances are or can be metered, measured or allocated downstream of the wellhead after, as applicable (i) any treatment of crude oil for the separation, removal and disposal of basic sediment and water; (ii) any extraction of liquid hydrocarbons from natural gas at the wellhead and any wellsite separation, removal and disposal of basic sediment and water from those liquid hydrocarbons; and (iii) any wellsite dehydration of natural gas;

"Royalty Lands" means the lands and interests set forth in Schedule A attached;

"Royalty Procedure" means the CAPL 1997 Overriding Royalty Procedure, with the rates, elections and amendments as shown on Schedule A attached hereto or as otherwise indicated herein;

"Royalty Substances" means, the volume of all fluids produced, injected or disposed from or into the Royalty Lands and any fluids which are separated, treated or otherwise enhanced for sale on the Royalty Lands commencing as of the Effective Date;

" Royalty Well " means any and all well or wells, and/or facility or facilities (whether presently or subsequently) located on the Royalty Lands or may be allocated to the Royalty Lands pursuant to a pooling, unitization or other arrangement from which any Royalty Substances are produced, injected, disposed, separated, treated or otherwise enhanced for sale; and

" Title Documents " means the documents of title relating to the Royalty Lands and all renewals, extensions, continuations or documents of title issued in substitution or by selection.

SCHEDULES

Schedule A is attached hereto and incorporated into this Agreement.

ROYALTY

As of the Effective Date, Blue Tap hereby grants and reserves the Royalty to Murphy.

ROYALTY PROCEDURE

The Royalty Procedure is incorporated by reference into this Agreement. Any provisions in the Royalty Procedure which reference or relate to "production" (including "produce", "produced", "producing" or other variations) shall be, given the nature of the Royalty and as the context requires, deemed amended to also include mutatis mutandis , "injection, disposal, separated, treated and/or otherwise enhanced" (including, without limitation "inject", "injected", "dispose", "disposed", "separate", "separation", "treat", "treatment", "enhance", "enhancement" or other variations). As used herein and in the Royalty Procedure, Petroleum Substances shall be deemed to also include Royalty Substances (as defined herein) and vice versa , as the context requires.

ADDRESSES FOR NOTICES

The terms of this Agreement express and constitute the entire agreement between the Parties with respect to the Royalty and no implied covenant or liability of any kind is created or shall arise by reason of these presents or anything in this Agreement contained.

This Agreement and all terms and provisions herein contained shall be of the same force and effect as covenants annexed to and running with the Royalty Lands and shall be binding upon the estates created hereby.

Notwithstanding anything else contained to the contrary herein or in the Schedules attached hereto, this Agreement shall be interpreted and construed in accordance with the laws of Alberta. Each Party hereby irrevocably attorns, for all purposes hereunder, to the jurisdiction of the courts of the Province of Alberta and all courts of appeal therefrom.

Pursuant to Section 7 of the Limitations Act (Alberta) , R.S.A. 2000 c. L-12, as amended, the Parties expressly agree that the two (2) year period for seeking a remedial order under section 3(1)(a) of the Act shall be extended to:

for claims disclosed by an audit, two (2) years after the last day this Agreement permits that audit to be performed; or

for all other claims, four (4) years.

Whenever the singular, masculine or neuter is used in this Agreement, the same shall be construed as meaning plural or feminine or body politic or corporate or vice versa, as the context so requires.

If any provision of this Agreement is wholly or partially unenforceable for any reason, such enforceability shall not affect the enforceability of the balance of this Agreement. Furthermore, in such event, the Parties shall jointly seek an arrangement having a legal and economic effect which will be as similar as possible to any such invalid and unenforceable provision of this Agreement.

Unless specifically provided for in this Agreement, no failure or delay by a Party to exercise any of its rights, powers or privileges under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other further exercise thereof or the exercise of any right, power or privilege hereunder.

This Agreement may be executed in counterpart and once executed by all Parties, all counterpart execution pages together with this Agreement shall constitute a valid and binding Agreement.

Vincent Murphy, President