S-8

As filed with the United States Securities and Exchange Commission on June 3, 2022

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

___________________________

Alpine Summit Energy Partners, Inc.

(Exact Name of Registrant as Specified in Its Charter)

British Columbia	Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

2200 HSBC Building
885 West Georgia Street

Vancouver, BC V6C 3E8

(Address, including area code, of Principal Executive Offices)

Alpine Summit Energy Partners, Inc. 2021 Stock and Incentive Plan

Alpine Summit Energy Partners, Inc. Deferred Share Unit Plan
(Full Title of the Plans)

Cogency Global Inc.

122 E 42^nd Street, 18^th Floor

New York, NY 10168

(212) 947-7200
(Telephone Number, including area code, of agent for service)

___________________________

Copies to:

James Guttman
Dorsey & Whitney LLP
TD Canada Trust Tower
Brookfield Place, 161 Bay Street, Suite 4310

Toronto, Ontario
Canada, M5J 2S1
(416) 367-7376

___________________________

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated Filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 of the Company (this "Registration Statement") relates to a maximum of 1,272,074 Shares issuable by the Company under its 2021 Incentive Plan, 277,443 Shares issuable by the Company under its DSU Plan, 473,370 Shares underlying outstanding restricted stock units previously issued under its 2021 Incentive Plan and 192,550 Shares underlying outstanding options previously issued under its 2021 Incentive Plan.

This Registration Statement also registers reoffers and resales on a continuous or delayed basis of 4,501,604 Shares previously issued and underlying awards previously granted under the Plans prior to the filing of this Registration Statement by certain of our current and former directors and officers, pursuant to the reoffer prospectus included herein, which was prepared pursuant to General Instruction C to Form S-8, in accordance with the requirements of Part I of Form F-3 (the "Reoffer Prospectus"). The Shares to be reoffered or resold pursuant to the Reoffer Prospectus by the selling securityholders identified in the Reoffer Prospectus (collectively, the "Selling Securityholders") may be deemed "restricted securities" under the Securities Act and the rules and regulations promulgated thereunder.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

REOFFER PROSPECTUS

4,501,604 Shares

Alpine Summit Energy Partners, Inc.

Subordinate Voting Shares

This reoffer prospectus (this "reoffer prospectus") relates to 4,501,604 Subordinate Voting Shares, no par value (the "Shares"), of Alpine Summit Energy Partners, Inc., a British Columbia corporation (the "Company", the "Registrant", "we", "us" or "our"), which may be offered from time to time by certain securityholders that are our current or former officers and directors (collectively, the "Selling Securityholders") for their own accounts. The Shares have been, or will be, issued pursuant to options, deferred share units or restricted stock units granted to the Selling Securityholders pursuant to the Alpine Summit Energy Partners, Inc. 2021 Stock and Incentive Plan (the "2021 Incentive Plan") and the Alpine Summit Energy Partners, Inc. Deferred Share Unit Plan (the "DSU Plan", together with the 2021 Incentive Plan, the "Plans") prior to the filing of this Registration Statement. We will not receive any of the proceeds from the sale of the Shares by the Selling Securityholders made hereunder.

The Selling Securityholders may sell the Shares in a number of different ways and at varying prices, including sales in the open market, sales in negotiated transactions and sales by a combination of these methods. The Selling Securityholders may sell any, all or none of the Shares and we do not know when or in what amount the Selling Securityholders may sell their Shares hereunder following the effective date of the Registration Statement of which this reoffer prospectus forms a part. The price at which any of the Shares may be sold, and the commissions, if any, paid in connection with any such sale, are unknown and may vary from transaction to transaction. The Shares may be sold at the market price of the Shares at the time of a sale, at prices relating to the market price over a period of time, or at prices negotiated with the buyers of shares. The Shares may be sold through underwriters or dealers which the Selling Securityholders may select. If underwriters or dealers are used to sell the Shares, we will name them and describe their compensation in a prospectus supplement. We provide more information about how the Selling Securityholders may sell their Shares in the section titled "Plan of Distribution." The Selling Securityholders will bear all sales commissions and similar expenses. Any other expenses incurred by us in connection with the registration and offering that are not borne by the Selling Securityholders will be borne by us.

Our Shares are listed on the TSX Venture Exchange (the "TSXV") under the symbol "ALPS.U". On May 31, 2022 the last reported sale price of our Shares on the TSXV was $5.75 per Share.

We are an "emerging growth company," as that term is defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements.

Investing in our securities involves a high degree of risk that are described in the "Risk Factors" section beginning on page 5 of this reoffer prospectus.

The Securities and Exchange Commission (the "SEC") may take the view that, under certain circumstances, the Selling Securityholders and any broker-dealers or agents that participate with the Selling Securityholders in the distribution of the Shares may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). Commissions, discounts or concessions received by any such broker-dealer or agent may be deemed to be underwriting commissions under the Securities Act. See the section titled "Plan of Distribution."

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this reoffer prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this reoffer prospectus is June 3, 2022.

TABLE OF CONTENTS

FORWARD-LOOKING INFORMATION AND STATEMENTS	1
PROSPECTUS SUMMARY	3
RISK FACTORS	5
DETERMINATION OF OFFERING PRICE	5
USE OF PROCEEDS	5
DESCRIPTION OF SECURITIES	5
MARKETS	5
SELLING SECURITYHOLDERS	5
PLAN OF DISTRIBUTION	6
LEGAL MATTERS	7
EXPERTS	8
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	8
WHERE YOU CAN FIND MORE INFORMATION	14
INFORMATION INCORPORATED BY REFERENCE	14

Neither we nor the Selling Securityholders have authorized anyone to provide any information or to make any representations other than those contained in this reoffer prospectus or any accompanying prospectus supplement that we have prepared. We and the Selling Securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This reoffer prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this reoffer prospectus or any applicable prospectus supplement. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this reoffer prospectus or any prospectus supplement is accurate only as of the date on the front of those documents only, regardless of the time of delivery of this reoffer prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

FORWARD-LOOKING INFORMATION AND STATEMENTS

This reoffer prospectus and the documents incorporated by reference herein, contain certain forward-looking information and statements within the meaning of applicable securities laws (collectively, "forward-looking statements"), including management's assessment of the Company's future plans and operations specifically in relation to the remainder of 2022 and 2023. Such statements or information are generally identifiable by words such as "anticipate", "believe", "intend", "plan", "expect", "schedule", "indicate", "focus", "outlook", "propose", "target", "objective", "priority", "strategy", "estimate", "budget", "forecast", "would", "could", "will", "may", "future" or other similar words or expressions and include statements relating to or associated with individual wells, facilities, regions or projects as well as timing of any future event which may have an effect on the Company's operations and financial position. Forward-looking statements are based on expectations, forecasts, and assumptions made by the Company using information available at the time of the statement and historical trends which includes expectations and assumptions concerning: the accuracy of reserve estimates and valuations; performance characteristics of producing properties; access to third-party infrastructure; government policies and regulation; future production rates; accuracy of estimated capital expenditures; availability and cost of labor and services and owned or third-party infrastructure; royalties; development and execution of projects; the satisfaction by third parties of their obligations to the Company; and the receipt and timing for approvals from regulators and third parties. All statements and information concerning expectations or projections about the future and statements and information regarding the future business plan or strategy, timing or scheduling, production volumes with splits by commodity, production declines, expected and future activities and capital expenditures, commodity prices, costs, royalties, schedules, operating or financial results, future financing requirements, and the expected effect of future commitments are forward-looking statements.

The forward-looking statements are subject to known and unknown risks and uncertainties and other factors which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements. Such factors include, but are not limited to:

• changes in general, market and business conditions including commodity prices, interest rates and currency exchange;
• changes in supply and demand for the Company's products;
• a global public health crisis including the recent outbreak of the novel coronavirus (COVID-19) which causes volatility and disruptions in the supply, demand and pricing for natural gas, crude oil and natural gas liquids, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people;
• the ability to obtain regulatory, stakeholder and third-party approvals and satisfy any associated conditions that are not within the Company's control for exploration and development activities and projects;
• the ability of the Company to obtain TSXV approval of the normal course issuer bid;
• successful and timely implementation of capital expenditures;
• risks associated with the development and execution of major project;
• risk that projects and opportunities intended to grow funds flow and/or reduce costs may not achieve the expected results in the time anticipated or at all;
• access to third-party pipelines and facilities and access to sales markets;
• volatility of commodity prices and the related effects of changing price differentials;
• the Company's ability to operate and access to facilities to meet forecast production;
• the ability of the Company to pay dividends to its shareholders;
• the timing of repayments in respect of the various development partnerships;
• the Company's ability to meet foreseeable obligations by actively monitoring its credit facilities through use of the loans/notes, asset sales, coordinating payment and revenue cycles each month, and an active commodity hedge program to mitigate commodity price risk and secure cash flows;
• the stability of royalty rates in future periods;
• operational risks and uncertainties associated with crude oil and gas activities including unexpected formations or pressures, reservoir performance, fires, blow-outs, equipment failures and other accidents, uncontrollable flows of natural gas and wellbore fluids, pollution and other environmental risks;
• changes in costs including production, royalty, transportation, general and administrative, and finance;
• ability to finance planned activities including infrastructure expansions which are required to meet future growth targets;
• adverse weather conditions which could disrupt production and affect drilling and completions resulting in increased costs and/or delay adding production;
• actions by government authorities including changes to taxes, fees, royalties, duties and government imposed compliance costs;
• changes to laws and government policies including environmental (and climate change), royalty, and tax laws and policies;
• counter-party risk with third parties to perform their obligations with whom the Company has material relationships;

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• unplanned facility maintenance or outages or unavailability of third-party infrastructure which could reduce production or prevent the transportation of products to processing plants and sales markets;
• a major outage or environmental incident or unexpected event such as fires (including forest fires), hurricanes or equipment failures or similar events that would affect the Company's facilities or third-party infrastructure used by the Company;
• environmental risks (including climate change) and the cost of compliance with current and future environmental laws, including climate change laws along with risks relating to increased activism and opposition to fossil fuels;
• ability to access capital from internal and external sources (including the corporate credit facility);
• the risk that competing business objectives may exceed the Company's capacity to adapt and implement change;
• the potential for security breaches of the Company's information technology systems by malicious persons or entities, and the unavailability or failure of such systems to perform as anticipated as a result of such breaches;
• risks with transactions including closing an asset or property acquisition or disposition and the failure to realize anticipated benefits from any transaction;
• finding new crude oil and gas reserves that can be developed economically to replace reserves depleted by production;
• the accuracy of estimating reserves and future production and the future value of reserves;
• risk associated with commodity price hedging activities using derivatives and other financial instruments;
• maintaining debt levels at a reasonable multiple of funds flow;
• risk that the Company may be subject to litigation;
• the accuracy of cost estimates, some of which are provided at an early stage and before detailed engineering has been completed;
• risk associated with partner or joint arrangements to which the Company is a party;
• inability to secure labour, services or equipment on a timely basis or on favourable terms;
• increased competition from other industry participants for, among other things, capital, acquisitions of assets or undeveloped lands, and skilled personnel; and
• increased competition from companies that provide alternative sources of energy.

Statements relating to "reserves" or "resources" are forward-looking statements, including financial measurements such as net present value, as they involve the assessment, based on estimates and assumptions, that the reserves and resources described exist in the quantities predicted or estimated, and can be profitably produced in the future.

Readers are advised that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under securities law.

Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements contained in the reoffer prospectus, and the documents incorporated by reference herein, are expressly qualified by this cautionary statement.

Boe Presentation - Natural gas is converted to a barrel of oil equivalent ("Boe") using six thousand cubic feet ("Mcf") of natural gas equal to one barrel of crude oil unless otherwise stated. Boe may be misleading, particularly if used in isolation. A Boe conversion ratio of six Mcf to one barrel ("Bbl") is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. All Boe measurements and conversions in this report are derived by converting natural gas to crude oil in the ratio of six thousand cubic feet of natural gas to one barrel of crude oil.

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PROSPECTUS SUMMARY

This summary highlights selected information from this reoffer prospectus and does not contain all of the information that is important to you in making an investment decision. This summary is qualified in its entirety by the more detailed information included in this reoffer prospectus, including the documents incorporated by reference herein. Potential investors should read the entire prospectus carefully, including the risks of purchasing our common stock discussed in "Risk Factors."

Overview

The Company is a United States energy developer and financial company focused on maximizing growth and return on equity. The Company is currently focusing its drilling activity in the Austin Chalk and Eagle Ford formations in the Giddings and Hawksville Fields, premier acreage locations which have produced substantial amounts of oil and gas for decades.  Oil and gas migrates into the chalk through microfractures and fills the tectonic fractures and the Austin Chalk, which directly overlies the oil-sourcing Eagle Ford formation through micro fractures and fills the tectonic fractures and the porous matrix. 

The Company plans on focusing on developing its existing and adjacent footprint over the next several years while also evaluating additional development projects that fit its investment criteria.

The Company's capital allocation strategy is designed to optimize return on capital and cash flow available for distribution to shareholders. 

Recent Developments

During the first quarter of 2022, the Company had a number of highlights, including:

• Maintaining average gross production of approximately 9,891 Boe/day for the three months ended March 31, 2022 (Net 8,801 Boe/day) an increase of 3% quarter over quarter and 83% year over year.

• Brought 6 new wells onto production during the first quarter of 2022.

• Successful repayment and reversion of the second development partnership that was formed during the third quarter of 2021, along with the concurrent closing of its fourth development partnership. 

• Closed Alpine Red Dawn 1 ("Red Dawn 1") development partnership during the first quarter of 2022. Red Dawn 1 consists of $50.4 million of drilling capital and supports the addition of a third rig to the existing two rig drilling program. 

• Closed a new corporate credit facility (the "Corporate Facility") in March 2022 with a total size of $30 million. The Corporate Facility is secured by working interests in a subset of the Company's producing assets and charges interest at the greater of 5.00% and Prime +1.75%. As of March 31, 2022, approximately $12.9 million was drawn on the Corporate Facility.

• Paid monthly dividend of $0.03 per subordinate voting share ($3.00 per multiple voting share and $0.03 per proportionate voting share) during each month of the first quarter of 2022.

Emerging Growth Company

As a company with less than $1.07 billion in revenue during our most recently completed fiscal year, we qualify as an "emerging growth company" as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012. As an emerging growth company, we may take advantage of specified reduced disclosure and other exemptions from requirements that are otherwise applicable to public companies that are not emerging growth companies. These provisions include:

• reduced disclosure about our executive compensation arrangements;

• exemptions from non-binding stockholder advisory votes on executive compensation or golden parachute arrangements; and

• exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.07 billion in annual revenues as of the end of a fiscal year, if we are deemed to be a large-accelerated filer under the rules of the SEC or if we issue more than $1.0 billion of non-convertible debt over a three-year period.

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About This Offering

This reoffer prospectus relates to the public offering, which is not being underwritten, by the Selling Securityholders listed in this reoffer prospectus, of up to 4,501,604 Shares previously issued and underlying awards previously granted under the Plans prior to the filing of this Registration Statement to the Selling Securityholders. The Selling Securityholders may from time to time sell, transfer or otherwise dispose of any or all of the Shares covered by this reoffer prospectus through underwriters or dealers, directly to purchasers (or a single purchaser) or through broker-dealers or agents. We will receive none of the proceeds from the sale of the Shares by the Selling Securityholders. We will bear all expenses of registration incurred in connection with this offering, but all selling and other expenses incurred by the Selling Securityholders will be borne by them.

Risk Factors

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled "Risk Factors" that represent challenges that we face in connection with the successful implementation of our strategy and growth of our business. Before you invest in our Shares, you should carefully consider all the information in this reoffer prospectus, including matters set forth in the section captioned "Risk Factors."

Corporate Information

The Company was incorporated under the British Columbia Business Corporations Act on July 30, 2008 under the name "Red Pine Petroleum Ltd" ("Red Pine"). On April 8, 2021, Red Pine entered into a business combination agreement pursuant to which Red Pine agreed to complete the business combination with HB2 Origination, LLC, a limited liability company existing under the laws of Delaware, and change its name to "Alpine Summit Energy Partners, Inc." upon completion of the business combination.

Our principal executive offices are located at 2200 HSBC Building, 885 West Georgia Street, Vancouver, BC V6C 3E8. Our telephone number is (346) 264-2900. Our website address is https://www.alpinesummitenergy.com/. The information contained on our website or connected to our website is not incorporated by reference into, and should not be considered part of, this reoffer prospectus.

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RISK FACTORS

Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described in this reoffer prospectus and the documents incorporated herein by reference, including the risks described under the heading "Risk Factors" in the Registrant's Annual Information Form filed as Exhibit 99.1 to our annual report on Form 40-F (File No. 000-56354), filed with the SEC on April 26, 2022, as amended on May 20, 2022, and subsequent reports filed with the SEC, together with the financial and other information contained or incorporated by reference in this reoffer prospectus. If any of the risks actually occur, our business, results of operations, financial condition, and prospects could be harmed. In that event, the trading price of our securities could decline, and you could lose part or all of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

DETERMINATION OF OFFERING PRICE

The Selling Securityholders will determine at what price they may sell the Shares, and such sales may be made at prevailing market prices or at privately negotiated prices. See "Plan of Distribution" below for more information.

USE OF PROCEEDS

The Shares offered hereby are being registered for the account of the Selling Securityholders named in this reoffer prospectus. All proceeds from the sales of Shares will go to the Selling Securityholders and we will not receive any proceeds from the resale of the Shares by the Selling Securityholders. 

DESCRIPTION OF SECURITIES

The required disclosure is provided under the heading "Description of Capital Structure" in our Annual Information Form filed as Exhibit 99.1 to our annual report on Form 40-F, filed with the SEC on April 26, 2022. 

MARKETS

Our Shares are listed for trading on the TSXV under the symbol "ALPS.U".

SELLING SECURITYHOLDERS

The following table sets forth information with respect to the Selling Securityholders and our Shares beneficially owned by the Selling Security holders as of June 1, 2022 and the percentage of beneficial ownership is calculated based on 33,866,461 our shares outstanding, comprised of 32,975,667 Subordinate Voting Shares, 8,748.47 Multiple Voting Shares and 15,947 Proportionate Voting Shares outstanding as of such date. The Selling Securityholders may offer all, some or none of the Shares covered by this reoffer prospectus. The Selling Securityholders identified below may have sold, transferred or otherwise disposed of some or all of their Shares since the date on which the information in the following table is presented in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Information concerning the Selling Securityholders may change from time to time and, if necessary, we will amend or supplement this reoffer prospectus accordingly. We cannot give an estimate as to the number of Shares that will actually be held by the Selling Securityholders upon termination of this offering because the Selling Securityholders may offer some or all of their Shares under the offering contemplated by this reoffer prospectus or acquire additional Shares. We cannot advise you as to whether the Selling Securityholders will, in fact, sell any or all of such Shares.

We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the tables have sole voting and sole investment power with respect to all securities that they beneficially own, subject to community property laws where applicable.

Name of Selling Securityholder(1)	Subordinate Voting Shares Beneficially Owned Prior to the Resale	Subordinate Voting Shares Offered for Resale	Subordinate Voting Shares Beneficially Owned After Completion of the Resale	% of Subordinate Voting Shares Beneficially Owned After Completion of the Resale
Craig Perry	1,055,347	1,621,223	55,347	0.16%
Michael McCoy	725,955	403,420	541,947	1.60%
William Wicker	817,605	403,420	633,597	1.87%
Travis Reagan Brown	875,817	440,920	673,059	1.99%
Chrystie Holmstrom	501,863	561,080	239,025	0.71%
Darren Moulds	22,391	240,156	5,000	0.01%
Darren Tangen	906,172	661,366	618,076	1.83%
Agenia Clark	36,517	59,125	0	0.00%
Atwood Porter Collins	993,251	50,029	962,352	2.84%
Stephen Schaefer	1,102,753	60,865	1,066,236	3.15%

* Less than one percent.

(1) The business address of each of these shareholders is 2200 HSBC Building, 885 West Georgia Street, Vancouver, BC V6C 3E8.

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Listing of Subordinate Voting Shares

Our Shares are listed on the TSXV under the symbol "ALPS.U."

Other Material Relationships with the Selling Securityholders

Employment Agreements

We have entered into employment agreements and member services agreements with Craig Perry, Darren Moulds, Michael McCoy, William Wicker, Chrystie Holmstrom and Travis Reagan Brown.

Indemnification Agreements

Under the Company's articles and subject to the provisions of the Business Corporations Act (British Columbia) (the "BCBCA"), the Company indemnifies directors, former directors or alternate directors of the Company and their heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company, after the final disposition of an eligible proceeding, pays the expenses actually and reasonably incurred by such person in respect of that proceeding. Under the Company's articles and subject to any restrictions in the BCBCA, the Company may indemnify any other person, including the officers, former officers and alternate officers of the Company.

A policy of directors' and officers' liability insurance is maintained by the Company which insures directors and officers against losses incurred as a result of claims against the directors and officers of the Company pursuant to the indemnity provisions under the Company's articles and the BCBCA.

PLAN OF DISTRIBUTION

We are registering the Shares hereunder to permit the Selling Securityholders to conduct public secondary trading of these Shares from time to time after the date of this reoffer prospectus. We will not receive any of the proceeds of the sale of the Shares. The aggregate proceeds to the Selling Securityholders from the sale of the Shares will be the purchase price of such shares less any discounts and commissions. We will not pay any brokers' or underwriters' discounts and commissions in connection with the registration and sale of the Shares. The Selling Securityholders reserve the right to accept and, together with their respective agents, to reject, any proposed purchases of Shares to be made directly or through agents.

The Shares may be sold from time to time to purchasers:

•directly by the Selling Securityholders, or

•through underwriters, broker-dealers, or agents, who may receive compensation in the form of discounts, commissions, or agent's commissions from the Selling Securityholders or the purchasers of the Shares.

Any underwriters, broker-dealers, or agents who participate in the sale or distribution of the Shares may be deemed to be "underwriters" within the meaning of the Securities Act. As a result, any discounts, commissions, or concessions received by any such broker-dealers or agents who are deemed to be underwriters will be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters are subject to the reoffer prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We will make copies of this reoffer prospectus available to the Selling Securityholders for the purpose of satisfying the reoffer prospectus delivery requirements of the Securities Act. To our knowledge, there are currently no plans, arrangements, or understandings between the Selling Securityholders and any underwriter, broker-dealer, or agent regarding the sale of the Shares by the Selling Securityholders.

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The Shares may be sold in one or more transactions at:

•fixed prices;

•prevailing market prices at the time of sale;

•prices related to such prevailing market prices;

•varying prices determined at the time of sale; or

•negotiated prices.

These sales may be effected in one or more transactions:

•on any national securities exchange or quotation service on which the Shares may be listed or quoted at the time of sale;

•in the over-the-counter market;

•in transactions otherwise than on such exchanges or services or in the over-the-counter market;

•any other method permitted by applicable law; or

•through any combination of the foregoing.

These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.

At the time a particular offering of the Shares is made, a prospectus supplement, if required, will be distributed, which will set forth the name of the Selling Securityholders, the aggregate amount of Shares being offered, and the terms of the offering, including, to the extent required, (1) the name or names of any underwriters, broker-dealers, or agents, (2) any discounts, commissions, and other terms constituting compensation from the Selling Securityholders and (3) any discounts, commissions, or concessions allowed or reallowed to be paid to broker-dealers.

The Selling Securityholders will act independently of us in making decisions with respect to the timing, manner, and size of each resale or other transfer. There can be no assurance that the Selling Securityholders will sell any or all of the Shares. Further, we cannot assure you that the Selling Securityholders will not transfer, distribute, devise, or gift the Shares by other means not described in this reoffer prospectus. In addition, any Shares that qualify for sale under Rule 144 of the Securities Act may be sold under Rule 144 rather than under this reoffer prospectus. The Shares may be sold in some states only through registered or licensed brokers or dealers. In addition, in some states the Shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification is available and complied with.

The Selling Securityholders and any other person participating in the sale of the Shares will be subject to the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the Shares by the Selling Securityholders and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the Shares to engage in market- making activities with respect to the particular Shares being distributed. This may affect the marketability of the Shares and the ability of any person or entity to engage in market-making activities with respect to the Shares.

The Selling Securityholders may indemnify any broker or underwriter that participates in transactions involving the sale of the Shares against certain liabilities, including liabilities arising under the Securities Act.

LEGAL MATTERS

The validity of the Shares which are being offered under the Registration Statement of which this reoffer prospectus forms a part will be passed upon for the Company by Cassels Brock & Blackwell LLP.

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EXPERTS

The audited annual financial statements of Alpine Summit Energy Partners, Inc. for the year ended December 31, 2021, and 2020 which are part of this Registration Statement and included in our annual report on Form 40-F filed with the SEC on April 26, 2022, as amended on May 20, 2022, have been audited by Weaver and Tidwell, L.L.P. and RSM Alberta LLP, to the extent and for the period set forth in their respective reports, which are incorporated herein by reference, and have been so incorporated in reliance upon such reports given upon the authority of said firm as an expert in auditing and accounting.

Information derived from the report titled "Alpine Summit Energy Partners Evaluation of Petroleum Reserves Based on Forecast Prices and Costs (US$)" prepared by McDaniel & Associates Consultants Ltd. dated March 11, 2022, evaluating certain oil and gas reserves as of December 31, 2021, is incorporated herein by reference and has been so incorporated in reliance upon such report given upon the authority of said firm as a technical expert.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a general summary of certain material U.S. federal income tax considerations for U.S. Holders and certain Non-U.S. Holders (each as defined below) relating to the acquisition, ownership and disposition of Subordinate Voting Shares acquired pursuant to this reoffer prospectus, but does not purport to be a complete analysis of all potential tax matters for consideration. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder or Non-U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder or Non-U.S. Holder, including specific tax consequences to a U.S. Holder or Non-U.S. Holder under an applicable tax treaty.  Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any particular U.S. Holder or Non-U.S. Holder.  Except as specifically set forth below, this summary does not discuss applicable tax reporting requirements. 

This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the United States Internal Revenue Service (the "IRS"), in each instance in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a holder of Subordinate Voting Shares. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis. Alpine has not sought and will not seek any rulings from the IRS, or an opinion from legal counsel, regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the acquisition, ownership and disposition of Subordinate Voting Shares acquired pursuant to this reoffer prospectus.

This discussion is limited to U.S. Holders and certain Non-U.S. Holders that hold Subordinate Voting Shares as a "capital asset" within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a holder's particular circumstances, including the impact of the U.S. federal estate, gift, or other non-income tax, or any state, local, or non-U.S. tax, consequences of the acquisition, ownership and disposition of Subordinate Voting Shares acquired pursuant to this reoffer prospectus or the impact of the U.S. federal alternative minimum tax or the U.S. Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to holders subject to special rules, including, without limitation holders that:

•are banks, insurance companies, or other financial institutions;

•are regulated investment companies or real estate investment trusts;

•are brokers, dealers or traders in securities or foreign currencies, or that use the mark-to-market method of accounting for U.S. federal income tax purposes;

•are tax-exempt organizations, governmental organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts;

•hold Subordinate Voting Shares as part of a hedge, straddle, or as part of a conversion transaction or other integrated transaction;

•acquire Subordinate Voting Shares as compensation for services or through the exercise or cancellation of employee stock options or warrants;

•have a "functional currency" other than the U.S. dollar;

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•own or have owned, directly, indirectly, or constructively 10% or more of the voting power or value of Alpine;

•are "controlled foreign corporations," "passive foreign investment companies," or corporations that accumulate earnings to avoid, or which has the result of avoiding, U.S. federal income tax;

•are partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

•are S corporations (and shareholders thereof);

•are corporations organized outside the United States that are nonetheless classified as domestic corporations for U.S. federal income tax purposes;

•are deemed to sell Subordinate Voting Shares under the constructive sale provisions of the Code;

•are U.S. expatriates, former citizens of the U.S., or former long-term residents of the U.S.;

•are U.S. Holders that hold Subordinate Voting Shares in connection with a trade or business, permanent establishment, or fixed base outside the United States or are otherwise

•are subject to the alternative minimum tax or the tax on net investment income; and

•are required to accelerate the recognition of any item of gross income with respect to Subordinate Voting Shares as a result of such income being recognized on an applicable financial statement or are otherwise subject to special U.S. tax accounting rules.

If an entity classified as a partnership for U.S. federal income tax purposes holds Subordinate Voting Shares, the tax treatment of a partner (or other owner) in such partnership generally will depend on the status of the partner (or other owner), the activities of the entity treated as a partnership for U.S. federal income tax purposes, and certain determinations made at the partner (or other owner) level. Accordingly, entities treated as partnerships holding Subordinate Voting Shares and the partners (or other owners) in such entities should consult their own tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF SUBORDINATE VOTING SHARES ACQUIRED PURSUANT TO THIS REOFFER PROSPECTUS ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of a U.S. Holder

For purposes of this discussion, a "U.S. Holder" is any beneficial owner of Subordinate Voting Shares that is, for U.S. federal income tax purposes:

•an individual who is a citizen or resident of the U.S.;

•a corporation, including any entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the U.S., any state within the U.S. or the District of Columbia;

•an estate the income of which is subject to U.S. federal income tax regardless of its source; or

•a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more "United States persons" (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

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Tax Classification as a U.S. Domestic Corporation

Pursuant to Section 7874(b) of the Code and the Treasury Regulations promulgated thereunder, notwithstanding that Alpine is organized under the provisions of the BCBCA, solely for U.S. federal income tax purposes, Alpine is classified as a U.S. domestic corporation.

A number of significant and complicated U.S. federal income tax consequences may result from such classification, and this summary does not attempt to describe all such U.S. federal income tax consequences. Section 7874 of the Code and the Treasury Regulations promulgated thereunder do not address all the possible tax consequences that arise from Alpine being treated as a U.S. domestic corporation for U.S. federal income tax purposes. Accordingly, there may be additional or unforeseen U.S. federal income tax consequences to Alpine that are not discussed in this summary.

Generally, Alpine will be subject to U.S. federal income tax on its worldwide taxable income (regardless of whether such income is "U.S. source" or "foreign source") and will be required to file a U.S. federal income tax return annually with the IRS. Alpine anticipates that it will also be subject to tax in Canada. It is unclear how the foreign tax credit rules under the Code will operate in certain circumstances, given the treatment of Alpine as a U.S. domestic corporation for U.S. federal income tax purposes and the taxation of Alpine in Canada. Accordingly, it is possible that Alpine will be subject to double taxation with respect to all or part of its taxable income. It is anticipated that such U.S. and Canadian tax treatment will continue indefinitely and that the Subordinate Voting Shares will be treated indefinitely as shares in a U.S. domestic corporation for U.S. federal income tax purposes, notwithstanding future transfers.

Tax Considerations for U.S. Holders

Distributions

Distributions made on Subordinate Voting Shares generally will be included in a U.S. Holder's income as ordinary dividend income to the extent of the current and accumulated earnings and profits (determined under U.S. federal income tax principles) of Alpine as of the end of the taxable year of Alpine in which the distribution occurs. However, with respect to dividends received by certain non-corporate U.S. Holders (including individuals), such dividends may be eligible to be taxed at the applicable long-term capital gains rates (currently at a maximum tax rate of 20%), provided certain holding period and other requirements are satisfied. Dividends received by a corporate holder of Subordinate Voting Shares may be eligible for a dividends received deduction, subject to applicable limitations.

Distributions in excess of the current and accumulated earnings and profits of Alpine will be treated as a return of capital to the extent of a U.S. Holder's adjusted tax basis in Subordinate Voting Shares and thereafter as capital gain from the sale or exchange of such Subordinate Voting Shares, which will be taxable according to rules discussed under the heading "- Sale or Other Disposition," below.

Dividends generally will be subject to Canadian withholding tax. However, dividends will not constitute foreign source income for U.S. foreign tax credit limitation purposes because Alpine, even though organized as a Canadian corporation, will be treated as a U.S. corporation for U.S. federal income tax purposes, as described above under the heading "Tax Classification as a U.S. Domestic Corporation". Therefore, U.S. Holders may not be able to claim a U.S. foreign tax credit for any Canadian withholding tax unless such U.S. Holders have sufficient other foreign source income.

Sale or Other Taxable Disposition

Upon the sale or other taxable disposition of Subordinate Voting Shares, a U.S. Holder generally will recognize capital gain or loss equal to the difference between (i) the amount of cash and the fair market value of any property received upon such taxable disposition and (ii) the U.S. Holder's adjusted tax basis in Subordinate Voting Shares surrendered in exchange therefor. Such capital gain or loss will be long-term capital gain or loss if a U.S. Holder's holding period in Subordinate Voting Shares is more than one year at the time of the sale or other taxable disposition. Long-term capital gains of non-corporate taxpayers are generally taxed at a lower maximum marginal tax rate than the maximum marginal tax rate applicable to ordinary income. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to complex limitations under the Code.

Foreign Tax Credit Limitations

Because it is anticipated that Alpine will be subject to tax both as a U.S. domestic corporation and as a Canadian corporation, a U.S. Holder may pay, through withholding, Canadian tax, as well as U.S. federal income tax, with respect to dividends paid on its Subordinate Voting Shares. For U.S. federal income tax purposes, a U.S. Holder may elect for any taxable year to receive either a credit or a deduction for all foreign income taxes paid by the holder during the year. Complex limitations apply to the foreign tax credit, including a general limitation that the credit cannot exceed the proportionate share of a taxpayer's U.S. federal income tax that the taxpayer's foreign source taxable income bears to the taxpayer's worldwide taxable income. In applying this limitation, items of income and deduction must be classified, under complex rules, as either foreign source or U.S. source. The status of Alpine as a U.S. domestic corporation for U.S. federal income tax purposes will cause dividends paid by Alpine to be treated as U.S. source rather than foreign source for this purpose. As a result, a foreign tax credit may be unavailable for any Canadian tax paid on dividends received from Alpine. Similarly, to the extent a sale or disposition of the Subordinate Voting Shares by a U.S. Holder results in Canadian tax payable by the U.S. Holder (for example, because the Subordinate Voting Shares constitute taxable Canadian property within the meaning of the Tax Act), a U.S. foreign tax credit may be unavailable to the U.S. Holder for such Canadian tax. In each case, however, the U.S. Holder should be able to take a deduction for the U.S. Holder's Canadian tax paid, provided that the U.S. Holder has not elected to credit other foreign taxes during the same taxable year.

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The foreign tax credit rules are complex, and each U.S. Holder should consult its own tax advisors regarding these rules.

Foreign Currency

The amount of any distribution paid to a U.S. Holder in foreign currency, or the amount of proceeds paid in foreign currency on the sale, exchange or other taxable disposition of Subordinate Voting Shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into U.S. dollars at that time). A U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method of tax accounting. Each U.S. Holder should consult its own U.S. tax advisors regarding the U.S. federal income tax consequences of receiving, owning, and disposing of foreign currency.

Information Reporting and Backup Withholding

U.S. backup withholding (currently at a rate of 24%) is imposed upon certain payments to persons that fail (or are unable) to furnish the information required pursuant to U.S. information reporting requirements. Distributions to U.S. Holders will generally be exempt from backup withholding, provided the U.S. Holder meets applicable certification requirements, including providing a U.S. taxpayer identification number on a properly completed IRS Form W-9, or otherwise establishes an exemption. Alpine must report annually to the IRS and to each U.S. Holder the amount of distributions and dividends paid to that U.S. Holder and the proceeds from the sale or other disposition of Subordinate Voting Shares, unless such U.S. Holder is an exempt recipient.

Backup withholding does not represent an additional tax. Any amounts withheld from a payment to a U.S. Holder under the backup withholding rules will generally be allowed as a credit against such U.S. Holder's U.S. federal income tax liability, and may entitle such U.S. Holder to a refund, provided the required information and returns are timely furnished by such U.S. Holder to the IRS. Moreover, certain penalties may be imposed by the IRS on a U.S. Holder who is required to furnish information but does not do so in the proper manner. U.S. Holders should consult their own tax advisors regarding the application of backup withholding in their particular circumstances and the availability of and procedure for obtaining an exemption from backup withholding under current Treasury Regulations.

Tax Considerations for Non-U.S. Holders

Definition of a Non-U.S. Holder

For purposes of this discussion, a "Non-U.S. Holder" is any beneficial owner of Subordinate Voting Shares that is neither a "U.S. Holder" nor an entity treated as a partnership for U.S. federal income tax purposes.

Distributions

Distributions of cash or property on Subordinate Voting Shares will constitute dividends for U.S. federal income tax purposes to the extent paid from Alpine's current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess thereof will first constitute a return of capital and be applied against and reduce a Non-U.S. Holder's adjusted tax basis in its Subordinate Voting Shares, but not below zero, and thereafter be treated as capital gain and will be treated as described under "- Sale or Other Taxable Disposition" below. If Alpine is a "USRPHC" (as defined below under the heading "- Sale or Other Taxable Disposition") and does not qualify for the "Regularly Traded Exception" (as defined below under the heading "- Sale or Other Taxable Disposition"), distributions which constitute a return of the Non-U.S. Holder's investment will be subject to withholding unless an application for a withholding certificate is filed to reduce or eliminate such withholding.

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Subject to the discussions under "- Information Reporting and Backup Withholding" and under "- FATCA" below, any dividend paid to a Non-U.S. Holder of Subordinate Voting Shares that is not effectively connected with the Non-U.S. Holder's conduct of a trade or business within the U.S. will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of such distribution, or such lower rate as may be specified under an applicable income tax treaty. In order to receive a reduced treaty rate, a Non-U.S. Holder must provide its financial intermediary with an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or an appropriate successor form), properly certifying such holder's eligibility for the reduced rate. If a Non-U.S. Holder holds Subordinate Voting Shares through a financial institution or other agent acting on the Non-U.S. Holder's behalf, the Non-U.S. Holder will be required to provide appropriate documentation to such agent, and the Non-U.S. Holder's agent will then be required to provide such (or a similar) certification to Alpine, either directly or through other intermediaries. A Non-U.S. Holder that does not timely furnish the required certification, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their own tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

Dividends paid to a Non-U.S. Holder that are effectively connected with the Non-U.S. Holder's conduct of a trade or business in the U.S. (or, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment, or fixed base, of the Non-U.S. Holder) generally will be exempt from the withholding tax described above and instead will be subject to U.S. federal income tax on a net income basis at the regular graduated U.S. federal income tax rates in the same manner as if the Non-U.S. Holder were a U.S. person. In such case, Alpine will not have to withhold U.S. federal tax so long as the Non-U.S. Holder timely complies with the applicable certification and disclosure requirements. In order to obtain this exemption from withholding tax, a Non-U.S. Holder must provide its financial intermediary with an IRS Form W-8ECI properly certifying its eligibility for such exemption. Any such effectively connected dividends received by a corporate Non-U.S. Holder may be subject to an additional "branch profits tax" at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty), as adjusted for certain items. Non-U.S. Holders should consult their own tax advisors regarding any applicable tax treaties that may provide for different rules.

Sale or Other Taxable Disposition

Subject to the discussions under "- Information Reporting and Backup Withholding" and under "- FATCA" below, any gain realized on the sale or other disposition of Subordinate Voting Shares by a Non-U.S. Holder generally will not be subject to U.S. federal income tax unless:

•the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the U.S. (or, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment, or fixed base, of the Non-U.S. Holder);

•the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition, and certain other conditions are met; or

•Alpine is or has been a "United States real property holding corporation (a "USRPHC") under Section 897 of the Code at any time during the shorter of the five-year period ending on the date of disposition and such Non-U.S. Holder's holding period for the Subordinate Voting Shares, in which case, subject to the exception discussed below, such gain will be subject to U.S. federal net income tax at graduated rates as if the gain or loss were effectively connected with the conduct of a U.S. trade or business.

A Non-U.S. Holder who has gain that is described in the first bullet point immediately above will be subject to U.S. federal income tax on the gain derived from the sale or other disposition pursuant to regular graduated U.S. federal income tax rates in the same manner as if it were a U.S. person. In addition, a corporate Non-U.S. Holder described in the first bullet point immediately above may be subject to the branch profits tax equal to 30% of its effectively connected earnings and profits (or at such lower rate as may be specified by an applicable income tax treaty), as adjusted for certain items.

A Non-U.S. Holder who meets the requirements described in the second bullet point immediately above will be subject to U.S. federal income tax at a rate of 30% (or a lower tax rate specified by an applicable tax treaty) on the gain derived from the sale or other disposition, which gain may be offset by certain U.S. source capital losses (even though the individual is not considered a resident of the U.S.), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, Alpine believes it currently is, and anticipates remaining, a USRPHC. Because the determination of whether Alpine is a USRPHC depends, however, on the fair market value of Alpine's "United States real property interests" ("USRPIs") relative to the fair market value of Alpine's non-U.S. real property interests and other business assets, there can be no assurance Alpine currently is a USRPHC or will remain one in the future. Even if Alpine is or were to become a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of Subordinate Voting Shares will not be subject to U.S. federal income tax if the Subordinate Voting Shares are "regularly traded," as defined by applicable Treasury Regulations, on an established securities market (the "Regularly Traded Exception"), and such Non-U.S. Holder owned, actually and constructively, 5% or less of the common shares of Alpine throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder's holding period.  Non-U.S. Holders should consult with their own tax advisors regarding the consequences to them of investing in a USRPHC. As a USRPHC, a Non-U.S. Holder will be taxed as if any gain or loss were effectively connected with the conduct of a trade or business as described above, and a 15% withholding tax generally would apply to the gross proceeds from the sale of Subordinate Voting Shares, in the event that (i) such holder owned, actually and constructively, more than 5% of the common shares of Alpine at any time during the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder's holding period, or (ii) the Regularly Traded Exception is not satisfied during the relevant period with respect to the security sold. Alpine's Subordinate Voting Shares are currently listed on the TSX-V and are currently quoted on OTCQX. There can be no assurance that the Subordinate Voting Shares will satisfy the Regularly Traded Exception at any particular point in the future. Non-U.S. Holders should consult their own tax advisors regarding the consequences if Alpine is, has been, or will be a USRPHC and regarding potentially applicable income tax treaties that may provide for different rules.

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Information Reporting and Backup Withholding

With respect to distributions and dividends on Subordinate Voting Shares, Alpine must report annually to the IRS and to each Non-U.S. Holder the amount of distributions and dividends paid to such Non-U.S. Holder and any tax withheld with respect to such distributions and dividends, regardless of whether withholding was required with respect thereto. Copies of the information returns reporting such dividends and distributions and withholding also may be made available to the tax authorities in the country in which the Non-U.S. Holder resides or is established under the provisions of an applicable income tax treaty, tax information exchange agreement or other arrangement. A Non-U.S. Holder will be subject to backup withholding for dividends and distributions paid to such Non-U.S. Holder unless either (i) such Non-U.S. Holder certifies under penalty of perjury that it is not a U.S. person (as defined in the Code), which certification is generally satisfied by providing a properly executed IRS Form W-8BEN, IRS Form W-8BEN-E, or IRS Form W-8ECI (or appropriate successor form), and the payor does not have actual knowledge or reason to know that such holder is a U.S. person, or (ii) such Non-U.S. Holder otherwise establishes an exemption.

With respect to sales or other dispositions of Subordinate Voting Shares, information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale or other disposition of Subordinate Voting Shares within the U.S. or conducted through certain U.S.-related financial intermediaries, unless either (i) such Non-U.S. Holder certifies under penalty of perjury that it is not a U.S. person (as defined in the Code), which certification is generally satisfied by providing a properly executed IRS Form W-8BEN, IRS Form W-8BEN-E, or IRS Form W-8ECI (or appropriate successor form), and the payor does not have actual knowledge or reason to know that such holder is a U.S. person, or (ii) such Non-U.S. Holder otherwise establishes an exemption.

Whether with respect to distributions and dividends, or the sale or other disposition of Subordinate Voting Shares, backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder's U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

FATCA

Withholding taxes may be imposed pursuant to "FATCA" (generally, Sections 1471 through 1474 of the Code) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, except as discussed below, a 30% withholding tax may be imposed on dividends on, or gross proceeds from the sale or other disposition (including certain distributions treated as a sale or other disposition) of, Subordinate Voting Shares paid to a "foreign financial institution" or a "non-financial foreign entity" (each as defined in the Code).

Such 30% FATCA withholding will not apply to a foreign financial institution if such institution undertakes certain diligence and reporting obligations, or otherwise qualifies for an exemption from these rules. The diligence and reporting obligations include, among others, entering into an agreement with the U.S. Department of Treasury pursuant to which the foreign financial institution must (i) undertake to identify accounts held by certain "specified United States persons" or "United States-owned foreign entities" (each as defined in the Code), (ii) annually report certain information about such accounts, and (iii) withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the U.S. governing FATCA may be subject to different rules.

The 30% FATCA withholding will not apply to a non-financial foreign entity which either certifies that it does not have any "substantial United States owners" (as defined in the Code), furnishes identifying information regarding each substantial United States owner, or otherwise qualifies for an exemption from these rules.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies currently to payments of dividends on Subordinate Voting Shares. While these withholding obligations would also apply to payments of gross proceeds from a sale or other disposition of Subordinate Voting Shares, proposed Treasury Regulations, which state that taxpayers may rely on such proposed regulations until final regulations are issued, eliminate this requirement. Non-U.S. Holders should consult their own tax advisors with respect to the potential tax consequences of FATCA to their investment in Subordinate Voting Shares.

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WHERE YOU CAN FIND MORE INFORMATION

We are required to file certain periodic reports and other information with the SEC as required by the Exchange Act. You can read our SEC filings, including this reoffer prospectus, over the internet at the SEC's website at www.sec.gov. As we are a Canadian issuer, we also file continuous disclosure documents with the Canadian securities regulatory authorities, which documents are available on the System for Electronic Document Analysis and Retrieval website maintained by the Canadian Securities Administrators at www.sedar.com.

Our website address is https://www.alpinesummitenergy.com/. The information contained on, or that may be accessed through, our website is not a part of, and is not incorporated into, this reoffer prospectus.

INFORMATION INCORPORATED BY REFERENCE

We incorporate information into this reoffer prospectus by reference, which means that we disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this reoffer prospectus, except to the extent superseded by information contained in this reoffer prospectus or by information contained in documents filed with the SEC after the date of this reoffer prospectus. This reoffer prospectus incorporates by reference the documents set forth below that have been previously filed with the SEC; provided, however, that, except as noted below, we are not incorporating any documents or information deemed to have been furnished rather than filed in accordance with the rules of the SEC. These documents contain important information about us and our financial condition.

(a)our annual report on Form 40-F filed with the SEC on April 26, 2022, as amended on May 20, 2022;

(b)our listing application filed as Exhibit 99.39 to our registration statement on Form 40-F, as filed with the SEC on October 12, 2021 (excluding Schedule C, Schedule D, Schedule E, Schedule G, and Schedule H, and any information relating to the Austin Chalk and Eagle Ford Acreage property in Texas, United States derived from the report titled "Evaluation of Petroleum Reserves of HB2" prepared by McDaniel & Associates Consultants Ltd. dated May 10, 2021);

(c)our current reports on Form 6-K furnished to the SEC on May 25, 2022 and June 1, 2022.

(d)all other reports filed by the Registrant under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since December 31, 2021; and

(e)the description of the Shares contained in our registration statement on Form 40-F, as filed with the SEC on October 12, 2021 (File No. 000-56354), including any amendment or report filed for the purpose of amending such description.

In addition, all subsequent annual reports on Form 20-F, Form 40-F or Form 10-K, and all subsequent filings on Form 10-Q or 8-K that we file pursuant to the Exchange Act, prior to the termination of this offering, are hereby incorporated by reference into this prospectus. Also, we may incorporate by reference reports on Form 6-K that we furnish subsequent to the date of this prospectus by stating in those Form 6-Ks that they are being incorporated by reference into this prospectus.

For purposes of this reoffer prospectus, any statement contained in a document incorporated, or deemed to be incorporated, by reference herein shall be deemed to be modified or superseded for purposes of this reoffer prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this reoffer prospectus.

We will provide without charge upon written or oral request to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any and all of the documents which are incorporated by reference in this reoffer prospectus but not delivered with this reoffer prospectus (other than exhibits unless such exhibits are specifically incorporated by reference in such documents). You may request a copy of these documents by writing or telephoning us at:

2200 HSBC Building
885 West Georgia Street

Vancouver, BC V6C 3E8
(346) 264-2900

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4,501,604 Shares

ALPINE SUMMIT ENERGY PARTNERS, INC.

Subordinate Voting Shares

REOFFER PROSPECTUS

June 3, 2022

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents which have been and will in the future be filed by the Company with the SEC are incorporated into this Registration Statement by reference:

(a)our annual report on Form 40-F, as amended, for the year ended December 31, 2021;

(b)all other reports filed by the Registrant under Section 13(a) or 15(d) of the Exchange Act since December 31, 2021; and

(c)the description of the Shares contained in our registration statement on Form 40-F, as filed with the SEC on October 12, 2021, including any amendment or report filed for the purpose of amending such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference to this Registration Statement and to be a part hereof from the date of filing such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which is also deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 160 of the Business Corporations Act (British Columbia) (the "BCBCA") authorizes a company to indemnify past and present directors and officers of the company and past and present directors and officers of a corporation of which the company is or was a shareholder, against liabilities incurred in connection with the provision of their services as such.  However a company must not provide an indemnity if the director or officer did not act honestly and in good faith with a view to the best interests of the company, or, in the case of a proceeding other than a civil proceeding, if he or she did not have reasonable grounds for believing that his or her conduct was lawful. Section 165 of the BCBCA provides that a company may purchase and maintain liability insurance for the benefit of such directors and officers.

Under the Company's articles and subject to the provisions of the BCBCA, the Company shall indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company shall, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Under the Company's articles and subject to any restrictions in the BCBCA, the Company may indemnify any other person, including the officers, former officers and alternate officers of the Company.

A policy of directors' and officers' liability insurance is maintained by the Company which insures directors and officers against losses incurred as a result of claims against the directors and officers of the Company pursuant to the indemnity provisions under the Company's articles and the BCBCA.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

The shares being reoffered and resold pursuant to the Reoffer Prospectus were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and/or Rule 701 promulgated thereunder, as transactions by an issuer not involving a public offering or pursuant to a written compensatory benefit plan.

Item 8. Exhibits

Exhibit Number	Exhibit Title
4.1	Notice of Articles of the Registrant
4.2	Articles of the Registrant
4.3	Alpine Summit Energy Partners, Inc. 2021 Stock and Incentive Plan
4.4	Alpine Summit Energy Partners, Inc. Deferred Share Unit Plan
5.1	Opinion and Consent of Cassels Brock & Blackwell LLP
23.1	Consent of Cassels Brock & Blackwell (included in Exhibit 5.1)
23.2	Consent of RSM Alberta LLP
23.3	Consent of Weaver and Tidwell, L.L.P.
23.4	Consent of McDaniel & Associates Consultants Ltd.
24.1	Power of Attorney (included on the signature pages of this registration statement)
107	Filing fee table

Item 9. Undertakings.

a.The undersigned Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Filing Fee Tables" included in Exhibit 107 to the effective registration statement;

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by such paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

b.The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

c.Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on June 3, 2022

ALPINE SUMMIT ENERGY PARTNERS, INC.
By:	/s/ Craig Perry
Name:	Craig Perry
Title:	Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Craig Perry and Darren Moulds, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this Registration Statement (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments, thereto)), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Form S-8 has been signed by the following persons in the capacities and on the dates indicated:

Name and Signature	Title	Date
/s/ Craig Perry	Chairman of the Board of Directors and Chief Executive Officer	June 3, 2022
Craig Perry	(Principal Executive Officer)
/s/ Darren Moulds	Chief Financial Officer	June 3, 2022
Darren Moulds	(Principal Financial and Accounting Officer)
/s/ Agenia Clark	Director	June 3, 2022
Agenia Clark
/s/ Porter Collins	Director	June 3, 2022
Porter Collins
/s/ Stephen Schaefer	Director	June 3, 2022
Stephen Schaefer
/s/ Darren Tangen	Director	June 3, 2022
Darren Tangen

EX-4.1

EX-4.2

These Articles have been amended pursuant to special resolutions passed at a
Meeting on May 25, 2021 and notice of alteration filed with the BC Registrar
on September 7, 2021.

BC0831488

ALPINE SUMMIT ENERGY PARTNERS, INC.

RED PINE PETROLEUM LTD.

(the "Company")

Table of Contents

1.INTERPRETATION	6
1.1Definitions	6
1.2Business Corporations Act and Interpretation Act Definitions Applicable	6
2.SHARES AND SHARE CERTIFICATES	6
2.1Authorized Share Structure	6
2.2Form of Share Certificate	6
2.3Shareholder Entitled to Share Certificate or Acknowledgement	6
2.4Delivery by Mail	7
2.5Replacement of Worn Out or Defaced Share Certificate or Acknowledgement	7
2.6Replacement of Lost, Stolen or Destroyed Share Certificate or Acknowledgement	7
2.7Splitting Share Certificates	7
2.8Share Certificate Fee	7
2.9Recognition of Trusts	7
3.ISSUE OF SHARES	7
3.1Directors Authorized	7
3.2Commissions and Discounts	8
3.3Brokerage	8
3.4Conditions of Issue	8
3.5Share Purchase Warrants and Rights	8
4.SECURITIES REGISTERS	8
4.1Central Securities Register	8
4.2Closing Register	9
5.SHARE TRANSFERS	9
5.1Registering Transfers	9
5.2Form of Instrument of Transfer	9
5.3Transferor Remains Shareholder	9
5.4Signing of Instrument of Transfer	9
5.5Enquiry as to Title Not Required	9
5.6Transfer Fee	10
6.TRANSMISSION OF SHARES	10
6.1Legal Personal Representative Recognized on Death	10
6.2Rights of Legal Personal Representative	10
7.PURCHASE OF SHARES	10
7.1Company Authorized to Purchase Shares	10

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7.2Purchase When Insolvent	10
7.3Sale and Voting of Purchased Shares	10
8.BORROWING POWERS	11
9.ALTERATIONS	11
9.1Alteration of Authorized Share Structure	11
9.2Special Rights and Restrictions	11
9.3Change of Name	12
9.4Other Alterations	12
10.MEETINGS OF SHAREHOLDERS	12
10.1Annual General Meetings	12
10.2Resolution Instead of Annual General Meeting	12
10.3Calling of Meetings of Shareholders	12
10.4Location of Meeting	12
10.6RECORD DATE FOR NOTICE	13
10.7Record Date for Voting	13
10.8Failure to Give Notice and Waiver of Notice	13
10.9Notice of Special Business at Meetings of Shareholders	13
10.10Meetings by Telephone or Other Communications Medium	13
11.PROCEEDINGS AT MEETINGS OF SHAREHOLDERS	14
11.1Special Business	14
11.2Special Majority	14
11.3Quorum	14
11.4One Shareholder May Constitute Quorum	14
11.5Other Persons May Attend	15
11.6Requirement of Quorum	15
11.7Lack of Quorum	15
11.8Lack of Quorum at Succeeding Meeting	15
11.9Chair	15
11.10Selection of Alternate Chair	15
11.11Adjournments	15
11.12Notice of Adjourned Meeting	16
11.13Decision by Show of Hands or Poll	16
11.14Declaration of Result	16
11.15Motion Need Not be Seconded	16
11.16Casting Vote	16
11.17Manner of Taking Poll	16
11.18Demand for Poll on Adjournment	16
11.19Chair Must Resolve Dispute	17
11.2020 Casting of Votes	17
11.21Poll not Available in respect of Election of Chair	17
11.22Demand for Poll Not to Prevent Continuance of Meeting	17
11.23Retention of Ballots and Proxies	17
12.VOTES OF SHAREHOLDERS	17
12.1Number of Votes by Shareholder or by Shares	17
12.2Votes of Persons in Representative Capacity	17
12.3Votes by Joint Holders	17

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12.4Legal Personal Representatives as Joint Shareholders	18
12.5Representative of a Corporate Shareholder	18
12.6Proxy Provisions do not Apply to Public Companies	18
12.7Appointment of Proxy Holders	18
12.8Alternate Proxy Holders	19
12.9When Proxy Holder Need Not be Shareholder	19
12.10Deposit of Proxy	19
12.11Validity of Proxy Vote	19
12.12Form of Proxy	19
12.13Revocation of Proxy	20
12.14Revocation of Proxy Must be Signed	20
12.15Production of Evidence of Authority to Vote	20
13.DIRECTORS	21
13.1First Directors; Number of Directors	21
13.2Change in Number of Directors	21
13.3Directors' Acts Valid Despite Vacancy	21
13.4Qualifications of Directors	21
13.5Remuneration of Directors	21
13.6Reimbursement of Expenses of Directors	21
13.7Special Remuneration for Directors	22
13.8Gratuity, Pension or Allowance on Retirement of Director	22
14.ELECTION AND REMOVAL OF DIRECTORS	22
14.1Election at Annual General Meeting	22
14.2Consent to be a Director	22
14.3Failure to Elect or Appoint Directors	22
14.4Places of Retiring Directors Not Filled	23
14.5Directors May Fill Casual Vacancies	23
14.6Remaining Directors Power to Act	23
14.7Shareholders May Fill Vacancies	23
14.8Additional Directors	23
14.9Ceasing to be a Director	24
14.10Removal of Director by Shareholders	24
14.11Removal of Director by Directors	24
15.ALTERNATE DIRECTORS	24
15.1Appointment of Alternate Director	24
15.2Notice of Meetings	24
15.3Alternate for More than One Director Attending Meetings	24
15.4Consent Resolutions	25
15.5Alternate Director Not an Agent	25
15.6Revocation of Appointment of Alternate Director	25
15.7Ceasing to be an Alternate Director	25
15.8Remuneration of Expenses of Alternate Director	25
16.POWERS AND DUTIES OF DIRECTORS	25
16.1Powers of Management	25
16.2Appointment of Attorney of Company	26
17.DISCLOSURE OF INTEREST OF DIRECTORS	26

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17.1Obligation to Account for Profits	26
17.2Restrictions on Voting by Reason of Interest	26
17.3Interested Director Counted in Quorum	26
17.4Disclosure of Conflict of Interest or Property	26
17.5Director Holding Other Office in the Company	26
17.6No Disqualification	26
17.7Professional Services by Director or Officer	27
17.8Director of Officer in Other Corporations	27
18.PROCEEDINGS OF DIRECTORS	27
18.1Meetings of Directors	27
18.2Voting at Meetings	27
18.3Chair of Meetings	27
18.4Meetings by Telephone or Other Communications Medium	27
18.5Calling of Meetings	28
18.6Notice of Meetings	28
18.7When Notice not Required	28
18.8Meeting Valid Despite Failure to Give Notice	28
18.9Waiver of Notice of Meetings	28
18.10Quorum	28
18.11Validity of Acts Where Appointment Defective	28
18.12Consent Resolution in Writing	29
19.EXECUTIVE AND OTHER COMMITTEES	29
19.1Appointment and Powers of Executive Committee	29
19.2Appointment and Powers of Other Committees	29
19.3Obligations of Committees	30
19.4Powers of Board	30
19.5Committee Meetings	30
20.OFFICERS	30
20.1Directors May Appoint Officers	30
20.2Functions, Duties and Powers of Officers	30
20.3Qualifications	31
20.420.4 Remuneration and Terms of Appointment	31
21.INDEMNIFICATION	31
21.1Definitions	31
21.2Mandatory Indemnification of Directors and Former Directors	31
21.3Indemnification of Other Persons	31
21.4Non-Compliance with Business Corporations Act	32
21.5Company May Purchase Insurance	32
22.DIVIDENDS	32
22.1Payment of Dividends Subject to Special Rights	32
22.2Declaration of Dividends	32
22.3No Notice Required	32
22.4Record Date	32
22.5Manner of Paying Dividend	32
22.6Settlement of Difficulties	33
22.7When Dividend Payable	33

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22.8Dividends to be Paid in Accordance with Number of Shares	33
22.9Receipt by Joint Shareholders	33
22.10Dividend Bears No Interest	33
22.11Fractional Dividends	33
22.12Payment of Dividends	33
22.13Capitalization of Surplus	33
23.DOCUMENTS, RECORDS AND REPORTS	34
23.1Recording of Financial Affairs	34
23.2Inspection of Accounting Records	34
24.NOTICES	34
24.1Method of Giving Notice	34
24.2Deemed Receipt of Mailing	34
24.3Certificate of Sending	34
24.4Notice to Joint Shareholders	35
24.5Notice to Trustees	35
25.SEAL	35
25.1Who May Attest to Seal	35
25.2Sealing Copies	35
25.3Mechanical Reproduction of Seal	35
26.PROHIBITIONS	36
26.1Definitions	36
26.2Application	36
26.3Consent Required for Transfer of Shares or Designated Securities	36
27.Special Rights and Restrictions attached to Subordinate Voting Shares	37
28.Special Rights and Restrictions attached to Multiple Voting Shares	41
29.Special Rights and Restrictions attached to Proportionate Voting Shares	49
30.Advance Notice Provisions	55

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1.INTERPRETATION

1.1Definitions

In these articles, unless the context otherwise requires:

(1)"board of directors", "directors" and "board" mean the directors or sole director of the Company for the time being;

(2)"Business Corporations Act" means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to the Act;

(3)"Interpretation Act" means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to the Act;

(4)"legal personal representative" means the personal or other legal representative of the shareholder;

(5)"registered address" of a shareholder means the shareholder's address as recorded in the central securities register;

(6)"seal" means the seal of the Company;

1.2Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, and unless the context requires otherwise, apply to these Articles as if the Articles were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict between these Articles and the Business Corporations Act, the Business Corporations Act will prevail

2.SHARES AND SHARE CERTIFICATES

2.1Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any described in the Notice of Articles of the Company.

2.2Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act.

2.3Shareholder Entitled to Share Certificate or Acknowledgement

Each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder's name or (b) a non-transferable written acknowledgement of the shareholder's right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate or acknowledgment for a share to one of several joint shareholders or to one of the shareholders' duly authorized agents will be sufficient for delivery to all.

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2.4Delivery by Mail

Any share certificate or non-transferable written acknowledgment of a shareholder's right to obtain a share certificate may be by mail at the shareholder's registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

2.5Replacement of Worn Out or Defaced Share Certificate or Acknowledgement

If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate is worn out or defaced, the director must, on production of the share certificate or acknowledgement, as the case may be, and on such other terms, if any, as the directors think fit:

(1)order the share certificate or acknowledgment, as the case may be, to be cancelled; and

(2)issue a replacement share certificate or acknowledgement, as the case may be.

2.6Replacement of Lost, Stolen or Destroyed Share Certificate or Acknowledgement

If a share certificate or a non-transferable written acknowledgment of a shareholder's right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgement, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, if the directors receive:

(1)proof satisfactory to the directors that the share certificate or acknowledgement is lost, stolen or destroyed; and

(2)any indemnity the directors consider adequate.

2.7Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder's name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.8Share Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.

2.9Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

3.ISSUE OF SHARES

3.1Directors Authorized

Subject to the Business Corporations Act and the rights of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

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3.2Commissions and Discounts

The Company may at any time, pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4Conditions of Issue

Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

(1)consideration is provided to the Company for the issue of the share by one or more of the following:

(a)past services performed for the Company;

(b)property;

(c)money; and

(2)the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

3.5Share Purchase Warrants and Rights

Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

4.SECURITIES REGISTERS

4.1Central Securities Register

As required by and subject to the Business Corporations Act, the Company must maintain in British Columbia a central securities register. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

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4.2Closing Register

The Company must not at any time close its central securities register.

5.SHARE TRANSFERS

5.1Registering Transfers

A transfer of a share of the Company must not be registered unless:

(1)a duly signed instrument of transfer in respect of the share has been received by the Company;

(2)if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company; and

(3)if a non-transferable written acknowledgement of the shareholder's right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgement has been surrendered to the Company;

5.2Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company's share certificates or in any other form that may be approved by the directors from time to time.

5.3Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, a transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.4Signing of Instrument of Transfer

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgements deposited with the instrument of transfer:

(1)in the name of the person named as transferee in that instrument of transfer; or

(2)if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

5.5Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgement of a right to obtain a share certificate for such shares.

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5.6Transfer Fee

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

6.TRANSMISSION OF SHARES

6.1Legal Personal Representative Recognized on Death

In the case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder's interest in the shares. Before recognizing a person as a legal personal representative, the director may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2Rights of Legal Personal Representative

The legal personal representative of a shareholder has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.

7.PURCHASE OF SHARES

7.1Company Authorized to Purchase Shares

Subject to Article 7.2, the special rights and restrictions attached to the share of any class or series and the Business Corporations Act, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and upon the terms specified in such resolution.

7.2Purchase When Insolvent

The Company must not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(1)the Company is insolvent; or

(2)making the payment or providing the consideration would render the Company insolvent.

7.3Sale and Voting of Purchased Shares

If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

(1)is not entitled to vote the share at a meeting of its shareholders;

(2)must not pay a dividend in respect of the share; and

(3)must not make any other distribution in respect of the share.

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8.BORROWING POWERS

The Company, if authorized by the directors, may:

(1)borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the directors consider appropriate;

(2)issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as the directors consider appropriate;

(3)guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

(4)mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

9.ALTERATIONS

9.1Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations Act, the Company may by ordinary resolution:

(1)create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;

(2)increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

(3)subdivide or consolidate all or any of its unissued, or fully paid issued, shares;

(4)if the Company is authorized to issue shares of a class of shares with par value:

(a)decrease the par value of those shares; or

(b)if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

(5)change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;

(6)alter the identifying name of any of its shares; or

(7)otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act.

9.2Special Rights and Restrictions

The Company may be special resolution:

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(1)create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or

(2)vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued.

9.3Change of Name

The Company may by directors' resolution or ordinary resolution authorize an alteration of its Notice of Articles in order to change its name.

9.4Other Alterations

If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by ordinary resolution alter these Articles.

10.MEETINGS OF SHAREHOLDERS

10.1Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

10.2Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company's annual reference date, a date that would be appropriate for the holding of the applicable annual general meeting.

10.3Calling of Meetings of Shareholders

The directors may, whenever the directors think fit, call a meeting of shareholders.

10.4Location of Meeting

A general meeting of the Company may be held anywhere in North America, as determined by the directors.

10.5Notice of Meeting of Shareholders

The Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

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(1)if and for so long as the Company is a public company, twenty-one days;

(2)otherwise, ten days.

10.6Record Date for Notice

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(1)if and for so long as the Company is a public company, twenty-one days;

(2)otherwise ten days.

10.7Record Date for Voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months, or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5:00 p.m. on the date immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.8Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any persons entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

10.9Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

(1)state the general nature of the special business; and

(2)if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

(a)at the Company's records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and

(b)during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

10.10Meetings by Telephone or Other Communications Medium

A shareholder may participate in a meeting of the shareholders in person or by telephone, if all shareholders participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other and if all shareholders who wish to participate in the meeting agree to such participation. A shareholder who participates in a meeting in a manner contemplated by this Article 10.10 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner,

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11.PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1Special Business

At a meeting of shareholders, the following business is special business:

(1)at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;

(2)at an annual general meeting, all business is special business except for the following:

(a)business relating to the conduct of or voting at the meeting;

(b)consideration of any financial statements of the Company presented to the meeting;

(c)consideration of any reports of the directors or auditor;

(d)the setting or changing of the number of directors;

(e)the election or appointment of directors;

(f)the appointment of an auditor;

(g)the setting of the remuneration of an auditor;

(h)business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;

(i)any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

11.2Special Majority

The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds, of the votes cast on the resolution.

11.3Quorum

Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two persons who are, or represent by proxy, shareholders holding, in the aggregate, at least five percent of the issued shares entitled to be voted at the meeting.

11.4One Shareholder May Constitute Quorum

If there is only one shareholder entitled to vote at a meeting of shareholders:

(1)the quorum is one person who is, or who represents by proxy, that shareholder, and

(2)that shareholder, present in person or by proxy, may constitute the meeting.

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11.5Other Persons May Attend

The directors, the president (if any), the secretary (if any), the assistant secretary (if any), the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.6Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.7Lack of Quorum

If, within 1/2 hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(1)in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and

(2)in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

11.8Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.8(2) was adjourned, a quorum is not present within 1/2 hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

11.9Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

(1)the chair of the board, if any; or

(2)if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

11.10Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board or president present within fifteen minutes after the time set for holding the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that the chair of the board and the president will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.11Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

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11.12Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for thirty days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.13Decision by Show of Hands or Poll

Every motion put to a vote at a meeting of shareholders will be decided on a show of hand unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.

11.14Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.15Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

11.16Casting Vote

In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.17Manner of Taking Poll

Subject to Article 11.19, if a poll is duly demanded at a meeting of shareholders:

(1)the poll must be taken:

(a)at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

(b)in the manner, at the time and at the place that the chair of the meeting directs.

(2)the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and

(3)the demand for the poll may be withdrawn by the person who demanded it.

11.18Demand for Poll on Adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

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11.19Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of a meeting of the shareholders must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.2020 Casting of Votes

On a poll, a shareholder is not entitled to more than one vote by which a chair of a meeting of shareholders is elected.

11.21Poll not Available in respect of Election of Chair

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

11.22Demand for Poll Not to Prevent Continuance of Meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

11.23Retention of Ballots and Proxies

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy at the meeting, and, during that period, make such ballots and proxies available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three-month period, the Company may destroy such ballots and proxies.

12.VOTES OF SHAREHOLDERS

12.1Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

(1)on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

(2)on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

12.2Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

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(1)any one of the joint shareholders may vote at any meeting of shareholders, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

(2)if more than one of the joint shareholders is present at any meeting of shareholders, personally or by proxy, and more than one of the joint shareholders votes in respect of that share, then only the vote of the joint shareholder present whose name stands first in the central securities register in respect of the share will be counted.

12.4Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders.

12.5Representative of a Corporate Shareholder

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(1)for that purpose, the instrument appointing a representative must:

(a)be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

(b)be provided at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.

(2)if a representative is appointed under this Article 12.5:

(a)the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

(b)the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.6Proxy Provisions do not Apply to Public Companies

Articles 12.7 to 12.15 do not apply to the Company if and for so long as it is a public company or pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its articles or to which the Statutory Reporting Company Provisions apply.

12.7Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

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12.8Alternate Proxy Holders

A shareholder may appoint one or more proxy holders to act in the place of an absent proxy holder.

12.9When Proxy Holder Need Not be Shareholder

A person must not be appointed as proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:

(1)the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;

(2)the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or

(3)the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

12.10Deposit of Proxy

A proxy for a meeting of shareholders must:

(1)be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

(2)unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.11Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(1)at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

(2)by the chair of the meeting, before the vote is taken.

12.12Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

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[name of the company]

(the "Company")

The undersigned, being a shareholder of the Company, hereby appoint [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy if given in respect of all shares registered in the name of the shareholder):_____________________________________________

Signed [month, day, year]

Signature of shareholder

Name of shareholder - [printed]

12.13Revocation of Proxy

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is:

(1)received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

(2)provided, at the meeting, to the chair of the meeting.

12.14Revocation of Proxy Must be Signed

An instrument referred to in Article 12.13 must be signed as follows:

(1)if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;

(2)if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by

the corporation or by a representative appointed for the corporation under Article 12.5.

12.15Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

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13.DIRECTORS

13.1First Directors; Number of Directors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at:

(1)subject to paragraphs (2) and (3), the number of directors that is equal to the number of the Company's first directors;

(2)if the Company is a public company, the greater of three and the most recently set of:

(a)the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

(b)the number of directors set under Article 14.4;

(3)if the Company is not a public company, the most recently set of:

(a)the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

(b)the number of directors set under Article 14.4;

13.2Change in Number of Directors

If the number of directors is set under Articles 13.1(2)(a) or 13.1(3)(a):

(1)the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;

(2)if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3Directors' Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4Qualifications of Directors

A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

13.5Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.6Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

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13.7Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company's business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

13.8Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premium for the purchase or provision of any such gratuity, pension or allowance.

14.ELECTION AND REMOVAL OF DIRECTORS

14.1Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

(1)the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and

(2)all the directors cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.

14.2Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

(1)that individual consents to be a director in the manner provided for in the Business Corporations Act;

(2)that individual is elected or appointed at a meeting at which the individual does not refuse, at the meeting, to be a director; or

(3)with respect to first directors, the designation is otherwise valid under the Business Corporations Act.

14.3Failure to Elect or Appoint Directors

If:

(1)the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or

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(2)the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors.

(3)then each of the directors then in office continues to hold office until the earlier of:

(4)the date on which his or her successor is elected or appointed; and

(5)the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re- elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Article, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6Remaining Directors Power to Act

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act, for any other purpose.

14.7Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8Additional Directors

Notwithstanding Article 13.1 and 13.2, between annual general meetings or unanimous resolutions, contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

(1)one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or

(2)in any other case, one-third of the number of the current directors who were elected or appointed as directors other than pursuant to this Article 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment.

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14.9Ceasing to be a Director

A director ceases to be a director when:

(1)the term of office of the director expires;

(2)the director dies;

(3)the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or

(4)the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10Removal of Director by Shareholders

The Company may remove any director before the expiration of his or her term of office by ordinary resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11Removal of Director by Directors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

15.ALTERNATE DIRECTORS

15.1Appointment of Alternate Director

Any director (an "appointor") may by notice in writing received by the Company appoint any person (an "appointee") who is qualified to act as a director to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company.

15.2Notice of Meetings

Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.

15.3Alternate for More than One Director Attending Meetings

A person may be appointed as an alternate director by more than one director, and an alternate director:

(1)will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;

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(2)has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;

(3)will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity;

(4)has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

15.4Consent Resolutions

Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.

15.5Alternate Director Not an Agent

Every alternate director is deemed not to be the agent of his or her appointor.

15.6Revocation of Appointment of Alternate Director

An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.

15.7Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

(1)his or her appointor ceases to be a director and is not promptly re-elected or re-appointed;

(2)the alternate director dies;

(3)the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;

(4)the alternate director ceases to be qualified to act as a director; or

(5)his or her appointor revokes the appointment of the alternate director.

15.8Remuneration of Expenses of Alternate Director

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from the Company, such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.

16.POWERS AND DUTIES OF DIRECTORS

16.1Powers of Management

The directors, must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

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16.2Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

17.DISCLOSURE OF INTEREST OF DIRECTORS

17.1Obligation to Account for Profits

A director or senior officer who holds a disclosable interest (as that term is defined in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.

17.2Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

17.3Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

17.4Disclosure of Conflict of Interest or Property

A director or senior officer who holds any office or possesses any property, right or interest that could result directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.

17.5Director Holding Other Office in the Company

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

17.6No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

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17.7Professional Services by Director or Officer

Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

17.8Director of Officer in Other Corporations

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

18.PROCEEDINGS OF DIRECTORS

18.1Meetings of Directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

18.2Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

18.3Chair of Meetings

The following individual is entitled to preside as chair at a meeting of directors:

(1)the chair of the board, if any;

(2)in the absence of the chair of the board, the president, if any, if the president is a director; or

(3)any other director chosen by the directors if:

(a)neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;

(b)neither the chair of the board nor the president, if a director, is willing to chair the meeting; or

(c)the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting;

18.4Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or of any committee of the directors by a communications medium other than telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation. A director who participates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner,

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18.5Calling of Meetings

A director may, and the secretary or an assistant secretary of the Company if any, on the request of a director must, call a meeting of the directors at any time.

18.6Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 24.1 or orally or by telephone.

18.7When Notice not Required

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

(1)the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or

(2)the director or alternate director, as the case may be, has waived notice of the meeting.

18.8Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

18.9Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director.

18.10Quorum

The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at two directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

18.11Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

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18.12Consent Resolution in Writing

A resolution of the directors or of any committee of the directors consented to in writing by all of the directors entitled to vote on it, whether by signed document, fax, email or any other method of transmitting legibly recorded messages, is as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors duly called and held. Such resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution passed in that manner is effective on the date stated in the resolution or on the latest date stated on any counterpart. A resolution of the directors or any committee of the directors passed in accordance with this Article 18.12 is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it has been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

19.EXECUTIVE AND OTHER COMMITTEES

19.1Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the director's powers, except:

(1)the power to fill vacancies in the board of directors;

(2)the power to remove a director;

(3)the power to change the membership of, or fill vacancies in, any committee of the directors; and

(4)such other powers, if any, as may be set out in the resolution or any subsequent directors' resolution.

19.2Appointment and Powers of Other Committees

The directors may, by resolution:

(1)appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;

(2)delegate to a committee appointed under paragraph (1) any of the directors' powers, except:

(a)the power to fill vacancies in the board of directors;

(b)the power to remove a director;

(c)the power to change the membership of, or fill vacancies in, any committee of the directors; and

(d)the power to appoint or remove officers appointed by the directors; and

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(3)make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors' resolution.

19.3Obligations of Committees

Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:

(1)conform to any rules that may from time to time be imposed on it by the directors; and

(2)report every act or thing done in exercise of those powers at such times as the directors may require.

19.4Powers of Board

The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:

(1)revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;

(2)terminate the appointment of, or change the membership of, the committee; and

(3)fill vacancies in the committee.

19.5Committee Meetings

Subject to Article 19.3(1) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or 19.2:

(1)the committee may meet and adjourn as it thinks proper;

(2)the committee may elect a chair of its meeting but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;

(3)a majority of the members of the committee constitutes a quorum of the committee; and

(4)questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

20.OFFICERS

20.1Directors May Appoint Officers

The directors, may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

20.2Functions, Duties and Powers of Officers

The directors may, for each officer:

(1)determine the functions and duties of the officer;

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(2)entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and

(3)revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

20.3Qualifications

No officers may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as a managing director must be a director. Any other officer need not be a director.

20.4Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

21.INDEMNIFICATION

21.1Definitions

In this Article 21:

(1)"eligible penalty" means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

(2)"eligible proceeding" means a legal proceeding or investigative action, whether current or threatened, pending or completed, in which a director, former director or alternate director of the Company (an "eligible party") or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:

(a)is or may be joined as a party; or

(b)is or may be liable for or in respect of a judgment, penalty or fine in , or expenses related to, the proceeding;

(3)"expenses" has the meaning set out in the Business Corporations Act.

21.2Mandatory Indemnification of Directors and Former Directors

Subject to the Business Corporations Act, the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2

21.3Indemnification of Other Persons

Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.

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21.4Non-Compliance with Business Corporations Act

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

21.5Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

(1)is or was a director, alternate director, officer, employee or agent of the Company;

(2)is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;

(3)at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;

(4)at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust or joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

22.DIVIDENDS

22.1Payment of Dividends Subject to Special Rights

The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

22.2Declaration of Dividends

Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

22.3No Notice Required

The directors need not give notice to any shareholder of any declaration under Article 22.2.

22.4Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive a payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.

22.5Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways.

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22.6Settlement of Difficulties

If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

(1)set the value for distribution of specific assets;

(2)determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

(3)vest any such specific assets in trustees for the persons entitled to the dividend.

22.7When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.

22.8Dividends to be Paid in Accordance with Number of Shares

Subject to the rights of shareholders, if any, holding shares with special rights as to dividends, all dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

22.9Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

22.10Dividend Bears No Interest

No dividend bears interest against the Company.

22.11Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

22.12Payment of Dividends

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

22.13Capitalization of Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures, or other securities of the Company as a dividend representing the surplus or any part of the surplus.

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23.DOCUMENTS, RECORDS AND REPORTS

23.1Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

23.2Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

24.NOTICES

24.1Method of Giving Notice

Unless the Business Corporations Act or these Articles provide otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(1)mailing addressed to the person at the applicable address for that person as follows:

(a)for a record mailed to a shareholder, the shareholder's registered address;

(b)for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;

(c)in any other case, the mailing address of the intended recipient;

(2)delivery at the applicable address for that person, as follows, addressed to the person:

(a)for a record delivered to a shareholder, the shareholder's registered address;

(b)for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;

(c)in any other case, the delivery address of the intended recipient;

(3)sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;

(4)sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;

(5)physical delivery to the intended recipient.

24.2Deemed Receipt of Mailing

A record that is mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing.

24.3Certificate of Sending

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was addressed as required by Article 24.1, prepaid and mailed or otherwise sent as permitted by Article 24.1 is conclusive evidence of that fact.

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24.4Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

24.5Notice to Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(1)mailing the record addressed to them:

(a)by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and

(b)at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

(2)if an address referred to in paragraph (1)(b) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

25.SEAL

25.1Who May Attest to Seal

Except as provided in Articles 25.2 and 25.3, the Company's seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

(1)any two directors;

(2)any officer, together with any director;

(3)if the Company only has one director, that director; or

(4)any one or more directors or officers or persons as may be determined by the directors.

25.2Sealing Copies

For the purposes of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer.

25.3Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company, are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificate or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

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26.PROHIBITIONS

26.1Definitions

In this Article 26:

(1)"designated securities" means:

(a)a voting security of the Company;

(b)a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or

(c)a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b);

(2)"security" has the meaning assigned in the Securities Act (British Columbia);

(3)"voting security" means a security of the Company that:

(a)is not a debt security, and

(b)carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

26.2Application

Article 26.3 does not apply to the Company if and for so long as it is public company or a pre- existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

26.3Consent Required for Transfer of Shares or Designated Securities

No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

Full name and signature of Director Date of Signing      January 17, 2014 

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ARTICLE 27

SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO
SUBORDINATE VOTING SHARES

27.1Voting

The holders of Class A subordinate voting shares ("Subordinate Voting Shares") shall be entitled to receive notice of and to attend and vote at all meetings of shareholders of the Company except a meeting at which only the holders of another class or series of shares is entitled to vote. Each Subordinate Voting Share shall entitle the holder thereof to one vote at each such meeting.

27.2Alteration to Rights of Subordinate Voting Shares

So long as any Subordinate Voting Shares remain outstanding, the Company will not, without the consent of the holders of Subordinate Voting Shares expressed by separate special resolution, alter or amend these Articles if the result of such alteration or amendment would:

(a)prejudice or interfere with any right or special right attached to the Subordinate Voting Shares; or

(b)affect the rights or special rights of the holders of Subordinate Voting Shares, Multiple Voting Shares or Proportionate Voting Shares (each as defined below) on a per share basis as provided for herein.

27.3Dividends

The holders of Subordinate Voting Shares shall be entitled to receive such dividends payable in cash or property of the Company as may be declared thereon by the directors from time to time. The directors may declare no dividend payable in cash or property on the Subordinate Voting Shares unless the directors simultaneously declare a dividend payable in cash or property on: (i) the Multiple Voting Shares, in an amount per Multiple Voting Share equal to the amount of the dividend declared per Subordinate Voting Share, multiplied by one hundred (100); and (ii) the Proportionate Voting Shares, in an amount per Proportionate Voting Share equal to the amount of the dividend declared per Subordinate Voting Share.

The directors may declare a stock dividend payable in Subordinate Voting Shares on the Subordinate Voting Shares, but only if the directors simultaneously declare a stock dividend payable in:

(a)(i)Multiple Voting Shares on the Multiple Voting Shares, in a number of shares per Multiple Voting Share equal to the amount of the dividend declared per Subordinate Voting Share; or

(ii)Subordinate Voting Shares on the Multiple Voting Shares, in a number of shares per Multiple Voting Share equal to the amount of the dividend declared per Subordinate Voting Share, multiplied by one hundred (100); and

(b)(i)Proportionate Voting Shares on the Proportionate Voting Shares, in a number of shares per Proportionate Voting Share equal to the amount of the dividend declared per Subordinate Voting Share divided by one thousand (1,000);

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(ii)Subordinate Voting Shares on the Proportionate Voting Shares, in a number of shares per Proportionate Voting Share equal to the amount of the dividend declared per Subordinate Voting Share; or

(iii)Multiple Voting Shares on the Proportionate Voting Shares, in a number of shares per Proportionate Voting Share equal to the amount of the dividend declared per Subordinate Voting Share divided by one hundred (100).

27.4Liquidation Rights

In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company to its shareholders for the purposes of winding up its affairs, the holders of the Subordinate Voting Shares shall be entitled to participate pari passu with the holders of Multiple Voting Shares and Proportionate Voting Shares, with the amount of such distribution per Subordinate Voting Share equal to each of: (i) the amount of such distribution per Multiple Voting Share divided by one hundred (100); and (ii) the amount of such distribution per Proportionate Voting Share.

27.5Subdivision or Consolidation

The Subordinate Voting Shares shall not be consolidated or subdivided unless the Multiple Voting Shares and the Proportionate Voting Shares are simultaneously consolidated or subdivided utilizing the same divisor or multiplier.

27.6Conversion of the Shares Upon an Offer to Acquire Multiple Voting Shares

In the event that an offer is made to purchase Multiple Voting Shares, and such offer is:

(a)required, pursuant to applicable securities legislation or the rules of any stock exchange on which: (i) the Multiple Voting Shares; or (ii) the Subordinate Voting Shares which may be obtained upon conversion of the Multiple Voting Shares; may then be listed, to be made to all or substantially all of the holders of Multiple Voting Shares in a province or territory of Canada to which the requirement applies (such offer to purchase in this Article 27.6, an "Offer"); and

(b)not made to the holders of Subordinate Voting Shares for consideration per Subordinate Voting Share equal to 0.01 of the consideration offered per Multiple Voting Share,

each Subordinate Voting Share shall become convertible at the option of the holder into Multiple Voting Shares on the basis of one hundred (100) Subordinate Voting Shares for one (1) Multiple Voting Share, at any time while the Offer is in effect until one day after the time prescribed by applicable securities legislation or stock exchange rules for the offeror to take up and pay for such shares as are to be acquired pursuant to the Offer (the "Subordinate Voting Share MVS Offer Conversion Right"). For avoidance of doubt, fractions of Multiple Voting Shares may be issued in respect of any amount of Subordinate Voting Shares in respect of which the Subordinate Voting Share MVS Offer Conversion Right is exercised which is less than one hundred (100).

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The Subordinate Voting Share MVS Offer Conversion Right may only be exercised for the purpose of depositing the Multiple Voting Shares acquired upon conversion under such Offer, and for no other reason. If the Subordinate Voting Share MVS Offer Conversion Right is exercised, the Company shall procure that the transfer agent for the Subordinate Voting Shares shall deposit under such Offer the Multiple Voting Shares acquired upon conversion, on behalf of the holder.

To exercise the Subordinate Voting Share MVS Offer Conversion Right, a holder of Subordinate Voting Shares or his or her attorney, duly authorized in writing, shall:

(i)give written notice of exercise of the Subordinate Voting Share MVS Offer Conversion Right to the transfer agent for the Subordinate Voting Shares, and of the number of Subordinate Voting Shares in respect of which the Subordinate Voting Share MVS Offer Conversion Right is being exercised;

(ii)deliver to the transfer agent for the Subordinate Voting Shares any share certificate or certificates representing the Subordinate Voting Shares in respect of which the Subordinate Voting Share MVS Offer Conversion Right is being exercised; and

(iii)pay any applicable stamp tax or similar duty on or in respect of such conversion.

No certificates representing Multiple Voting Shares acquired upon exercise of the Subordinate Voting Share MVS Offer Conversion Right will be delivered to the holders of Subordinate Voting Shares. If Multiple Voting Shares issued upon such conversion and deposited under such Offer are withdrawn by such holder, or such Offer is abandoned, withdrawn or terminated by the offeror, or such Offer expires without the offeror taking up and paying for such Multiple Voting Shares, such Multiple Voting Shares and any fractions thereof issued shall automatically, without further action on the part of the holder thereof, be reconverted into Subordinate Voting Shares on the basis of one (1) Multiple Voting Share for one hundred (100) Subordinate Voting Shares, and the Company will procure that the transfer agent for the Subordinate Voting Shares shall send to such holder a direct registration statement, certificate or certificates representing the Subordinate Voting Shares acquired upon such reconversion. If the offeror under such Offer takes up and pays for the Multiple Voting Shares acquired upon exercise of the Subordinate Voting Share MVS Offer Conversion Right, the Company shall procure that the transfer agent for the Subordinate Voting Shares shall deliver to the holders of such Multiple Voting Shares the consideration paid for such Multiple Voting Shares by such offeror.

27.7Conversion of the Shares Upon an Offer to Acquire Proportionate Voting Shares

In the event that an offer is made to purchase Proportionate Voting Shares, and such offer is:

(a)required, pursuant to applicable securities legislation or the rules of any stock exchange on which: (i) the Proportionate Voting Shares; or (ii) the Subordinate Voting Shares which may be obtained upon conversion of the Proportionate Voting Shares; may then be listed, to be made to all or substantially all of the holders of Proportionate Voting Shares in a province or territory of Canada to which the requirement applies (such offer to purchase in this Article 27.7, an "Offer"); and

(b)not made to the holders of Subordinate Voting Shares for consideration per Subordinate Voting Share equal to the consideration offered per Proportionate Voting Share,

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each Subordinate Voting Share shall become convertible at the option of the holder into a Proportionate Voting Share on the basis of one (1) Subordinate Voting Share for one (1) Proportionate Voting Share, at any time while the Offer is in effect until one day after the time prescribed by applicable securities legislation or stock exchange rules for the offeror to take up and pay for such shares as are to be acquired pursuant to the Offer (the "Subordinate Voting Share PVS Offer Conversion Right").

The Subordinate Voting Share PVS Offer Conversion Right may only be exercised for the purpose of depositing the Proportionate Voting Shares acquired upon conversion under such Offer, and for no other reason. If the Subordinate Voting Share PVS Offer Conversion Right is exercised, the Company shall procure that the transfer agent for the Subordinate Voting Shares shall deposit under such Offer the Proportionate Voting Shares acquired upon conversion, on behalf of the holder.

To exercise the Subordinate Voting Share PVS Offer Conversion Right, a holder of Subordinate Voting Shares or his or her attorney, duly authorized in writing, shall:

(i)give written notice of exercise of the Subordinate Voting Share PVS Offer Conversion Right to the transfer agent for the Subordinate Voting Shares, and of the number of Subordinate Voting Shares in respect of which the Subordinate Voting Share PVS Offer Conversion Right is being exercised;

(ii)deliver to the transfer agent for the Subordinate Voting Shares any share certificate or certificates representing the Subordinate Voting Shares in respect of which the Subordinate Voting Share PVS Offer Conversion Right is being exercised; and

(iii)pay any applicable stamp tax or similar duty on or in respect of such conversion.

No certificates representing Proportionate Voting Shares acquired upon exercise of the Subordinate Voting Share PVS Offer Conversion Right will be delivered to the holders of Subordinate Voting Shares. If Proportionate Voting Shares issued upon such conversion and deposited under such Offer are withdrawn by such holder, or such Offer is abandoned, withdrawn or terminated by the offeror, or such Offer expires without the offeror taking up and paying for such Proportionate Voting Shares, such Proportionate Voting Shares and any fractions thereof issued shall automatically, without further action on the part of the holder thereof, be reconverted into Subordinate Voting Shares on the basis of one (1) Proportionate Voting Share for one (1) Subordinate Voting Share, and the Company will procure that the transfer agent for the Subordinate Voting Shares shall send to such holder a direct registration statement, certificate or certificates representing the Subordinate Voting Shares acquired upon such reconversion. If the offeror under such Offer takes up and pays for the Proportionate Voting Shares acquired upon exercise of the Subordinate Voting Share PVS Offer Conversion Right, the Company shall procure that the transfer agent for the Subordinate Voting Shares shall deliver to the holders of such Proportionate Voting Shares the consideration paid for such Proportionate Voting Shares by such offeror.

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ARTICLE 28

SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO
MULTIPLE VOTING SHARES

28.1Voting

The holders of Class B multiple voting shares ("Multiple Voting Shares") shall be entitled to receive notice of and to attend and vote at all meetings of shareholders of the Company except a meeting at which only the holders of another class or series of shares is entitled to vote. Subject to Articles 28.2 and 28.3, each Multiple Voting Share shall entitle the holder to one hundred (100) votes and each fraction of a Multiple Voting Share shall entitle the holder to the number of votes calculated by multiplying the fraction by one hundred (100) and rounding the product down to the nearest whole number, at each such meeting.

28.2Alteration to Rights of Multiple Voting Shares

So long as any Multiple Voting Shares remain outstanding, the Company will not, without the consent of the holders of Multiple Voting Shares and Proportionate Voting Shares expressed by separate special resolution alter or amend these Articles if the result of such alteration or amendment would:

(a)prejudice or interfere with any right or special right attached to the Multiple Voting Shares; or

(b)affect the rights or special rights of the holders of Subordinate Voting Shares, Multiple Voting Shares or Proportionate Voting Shares on a per share basis as provided for herein.

At any meeting of holders of Multiple Voting Shares and Proportionate Voting Shares called to consider such a separate special resolution, each Multiple Voting Share and Proportionate Voting Share shall entitle the holder to one (1) vote and each fraction of a Multiple Voting Share or Proportionate Voting Share will entitle the holder to the corresponding fraction of one (1) vote.

28.3Shares Superior to Multiple Voting Shares

(a)The Company may take no action which would authorize or create shares of any class or series having preferences superior to or on a parity with the Multiple Voting Shares without the consent of the holders of a majority of the Multiple Voting Shares and Proportionate Voting Shares expressed by separate ordinary resolution.

(b)At any meeting of holders of Multiple Voting Shares and Proportionate Voting Shares called to consider such a separate ordinary resolution, each Multiple Voting Share and Proportionate Voting Share will entitle the holder to one (1) vote and each fraction of a Multiple Voting Share and Proportionate Voting Share shall entitle the holder to the corresponding fraction of one (1) vote.

28.4Dividends

(a)The holders of Multiple Voting Shares shall be entitled to receive such dividends payable in cash or property of the Company as may be declared by the directors from time to time. The directors may declare no dividend payable in cash or property on the Multiple Voting Shares unless the directors simultaneously declare a dividend payable in cash or property on: (i) the Subordinate Voting Shares, in an amount equal to the amount of the dividend declared per Multiple Voting Share divided by one hundred (100); and (ii) on the Proportionate Voting Shares in an amount equal to the dividend declared per Multiple Voting Share divided by one hundred (100).

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(b)The directors may declare a stock dividend payable in Multiple Voting Shares on the Multiple Voting Shares, but only if the directors simultaneously declare a stock dividend payable in: (i) Multiple Voting Shares on the Subordinate Voting Shares, in a number of shares per Subordinate Voting Share equal to the amount of the dividend declared per Multiple Voting Share divided by one hundred (100); and (ii) Multiple Voting Shares on the Proportionate Voting Shares, in a number of shares per Proportionate Voting Share equal to the amount of the dividend declared per Multiple Voting Share divided by one hundred (100).

(c)The directors may declare a stock dividend payable in Subordinate Voting Shares on the Multiple Voting Shares, but only if the directors simultaneously declare a stock dividend payable in: (i) Subordinate Voting Shares on the Subordinate Voting Shares, in a number of shares per Subordinate Voting Share equal to the amount of the dividend declared per Multiple Voting Share divided by one hundred (100); and (ii) Subordinate Voting Shares on the Proportionate Voting Shares, in a number of shares per Proportionate Voting Shares equal to the amount of the dividend declared per Multiple Voting Share divided by one hundred (100).

(d)Holders of fractional Multiple Voting Shares shall be entitled to receive any dividend declared on the Multiple Voting Shares, in an amount equal to the dividend per Multiple Voting Share multiplied by the fraction thereof held by such holder.

28.5Liquidation Rights

In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company to its shareholders for the purpose of winding up its affairs, the holders of the Multiple Voting Shares shall be entitled to participate pari passu with the holders of Subordinate Voting Shares and Proportionate Voting Shares, with the amount of such distribution per Multiple Voting Share equal to each of: (i) the amount of such distribution per Subordinate Voting Share multiplied by one hundred (100); and

(ii) the amount of such distribution per Proportionate Voting Share multiplied by one hundred (100); and each fraction of a Multiple Voting Share will be entitled to the amount calculated by multiplying the fraction by the amount payable per whole Multiple Voting Share.

28.6Subdivision or Consolidation

The Multiple Voting Shares shall not be consolidated or subdivided unless the Subordinate Voting Shares and the Proportionate Voting Shares are simultaneously consolidated or subdivided utilizing the same divisor or multiplier.

28.7Voluntary Conversion

Subject to the Conversion Limitation set forth in this Article 28.7, holders of Multiple Voting Shares and Proportionate Voting Shares shall have the following rights of conversion (the "Share Conversion Right"):

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(a)Right to Convert Multiple Voting Shares. Each Multiple Voting Share shall be convertible at the option of the holder into such number of Subordinate Voting Shares as is determined by multiplying the number of Multiple Voting Shares in respect of which the Share Conversion Right is exercised by one hundred (100). Fractions of Multiple Voting Shares may be converted into such number of Subordinate Voting Shares as is determined by multiplying the fraction by one hundred (100).

(b)Right to Convert Proportionate Voting Shares. Each Proportionate Voting Share shall be convertible at the option of the holder into such number of Subordinate Voting Shares as is determined by multiplying the number of Proportionate Voting Shares in respect of which the Share Conversion Right is exercised by one (1). Fractions of Proportionate Voting Shares may be converted into such number of Subordinated Voting Shares as is determined by multiplying the fraction by one (1).

(c)Conversion Limitation. Unless already appointed, upon receipt of a Conversion Notice (as defined below), the directors (or a committee thereof) shall designate an officer of the Company who shall determine whether the Conversion Limitation set forth in this Article shall apply to the conversion referred to therein (the "Conversion Limitation Officer").

(d)Foreign Private Issuer Status. The Company shall use commercially reasonable efforts to maintain its status as a "foreign private issuer" (as determined in accordance with Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, the Company shall not give effect to any voluntary conversion of Multiple Voting Shares or Proportionate Voting Shares pursuant to this Article 28.7 or otherwise, and the Share Conversion Right will not apply, to the extent that after giving effect to all permitted issuances after such conversion of Multiple Voting Shares or Proportionate Voting Shares, the aggregate number of Subordinate Voting Shares, Multiple Voting Shares and Proportionate Voting Shares (calculated on the basis that each Subordinate Voting Share, Multiple Voting Share and Proportionate Voting Share is counted once, without regard to the number of votes carried by such share) held of record, directly or indirectly, by residents of the United States (as determined in accordance with Rules 3b-4 and 12g3-2(a) under the Exchange Act ("U.S. Residents") would exceed forty percent (40%) (the "40% Threshold") of the aggregate number of Subordinate Voting Shares, Proportionate Voting Shares, Multiple Voting Shares and Proportionate Voting Shares (calculated on the same basis) issued and outstanding (the "FPI Restriction"). The directors may by resolution increase the 40% Threshold to a number not to exceed fifty percent (50%), and if any such resolution is adopted, all references to the 40% Threshold herein shall refer instead to the amended percentage threshold set by the directors in such resolution.

(e)Conversion Limitation. In order to give effect to the FPI Restriction, the number of Subordinate Voting Shares issuable to a holder of Multiple Voting Shares or Proportionate Voting Shares upon exercise by such holder of the Share Conversion Right will be subject to the 40% Threshold based on the number of Multiple Voting Shares or Proportionate Voting Shares held by such holder as of the date of issuance of Multiple Voting Shares or Proportionate Voting Shares to such holder, and thereafter at the end of each of the Company's subsequent fiscal quarters (each, a "Determination Date"), calculated as follows:

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X = [A x 40% - B] x (C/D)

Where, on the Determination Date:

X = Maximum Number of Subordinate Voting Shares which may be issued upon exercise of the Share Conversion Right.

A = Aggregate number of Subordinate Voting Shares, Multiple Voting Shares and Proportionate Voting Shares issued and outstanding.

B = Aggregate number of Subordinate Voting Shares, Multiple Voting Shares and Proportionate Voting Shares held of record, directly or indirectly, by U.S. Residents.

C = Aggregate Number of Multiple Voting Shares and Proportionate Voting Shares held by such holder.

D = Aggregate Number of All Multiple Voting Shares and Proportionate Voting Shares.

The Conversion Limitation Officer shall determine as of each Determination Date, in his or her sole discretion acting reasonably, the aggregate number of Subordinate Voting Shares, Multiple Voting Shares and Proportionate Voting Shares held of record, directly or indirectly, by U.S. Residents, the maximum number of Subordinate Voting Shares which may be issued upon exercise of the Share Conversion Right, generally in accordance with the formula set forth immediately above. Upon request by a holder of Multiple Voting Shares or Proportionate Voting Shares, the Company will provide each holder of Multiple Voting Shares or Proportionate Voting Shares with notice of such maximum number as at the most recent Determination Date, or a more recent date as may be determined by the Conversion Limitation Officer in its discretion. To the extent that issuances of Subordinate Voting Shares on exercise of the Share Conversion Right would result in the 40% Threshold being exceeded, the number of Subordinate Voting Shares to be issued will be pro-rated among each holder of Multiple Voting Shares or Proportionate Voting Shares exercising the Share Conversion Right.

Notwithstanding the provisions of Article 28.7(d) and (e), the directors may by resolution waive the application of the Conversion Restriction to any exercise or exercises of the Share Conversion Right to which the Conversion Restriction would otherwise apply, or to future Conversion Restrictions generally, including with respect to a period of time.

(f)Disputes.

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(i)Any holder of Multiple Voting Shares or Proportionate Voting Shares who beneficially owns more than 5% of the issued and outstanding Multiple Voting Shares or Proportionate Voting Shares may submit a written dispute as to the calculation of the 40% Threshold or the FPI Restriction by the Conversion Limitation Officer to the directors with the basis for the disputed calculations. The Company shall respond to the holder within five (5) business days of receipt of the notice of such dispute with a written calculation of the 40% Threshold or the FPI Restriction, as applicable. If the holder and the Company are unable to agree upon such calculation of the 40% Threshold or the FPI Restriction, as applicable, within five (5) business days of such response, then the Company and the holder shall, within one (1) business day thereafter submit the disputed calculation of the 40% Threshold or the FPI Restriction to the Company's independent auditor. The Company, at the Company's expense, shall cause the auditor to perform the calculations in dispute and notify the Company and the holder of the results no later than five (5) business days from the time it receives the disputed calculations. The auditor's calculations shall be final and binding on all parties, absent demonstrable error.

(ii)In the event of a dispute as to the number of Subordinate Voting Shares issuable to a holder of Multiple Voting Shares or Proportionate Voting Shares in connection with a voluntary conversion of Multiple Voting Shares or Proportionate Voting Shares, the Company shall issue to the holder of Multiple Voting Shares or Proportionate Voting Shares the number of Subordinate Voting Shares not in dispute, and resolve such dispute in accordance with Article 28.7(f)(i).

(g)Mechanics of Conversion. Before any holder of Multiple Voting Shares or Proportionate Voting Shares shall be entitled to voluntarily convert Multiple Voting Shares or Proportionate Voting Shares into Subordinate Voting Shares in accordance with Articles 28.7(a) or (b), the holder shall surrender the certificate or certificates representing the Multiple Voting Shares or Proportionate Voting Shares to be converted at the head office of the Company, or the office of any transfer agent for the Multiple Voting Shares or Proportionate Voting Shares, and shall give written notice to the Company at its head office of his or her election to convert such Multiple Voting Shares or Proportionate Voting Shares and shall state therein the name or names in which the certificate or certificates representing the Subordinate Voting Shares are to be issued (a "Conversion Notice"). The Company shall (or shall cause its transfer agent to) as soon as practicable thereafter, issue to such holder or his or her nominee, a certificate or certificates or direct registration statement representing the number of Subordinate Voting Shares to which such holder is entitled upon conversion. Such conversion shall be deemed to have taken place immediately prior to the close of business on the day on which the certificate or certificates representing the Multiple Voting Shares or Proportionate Voting Shares to be converted is surrendered and the Conversion Notice is delivered, and the person or persons entitled to receive the Subordinate Voting Shares issuable upon such conversion shall be treated for all purposes as the holder or holders of record of such Subordinate Voting Shares as of such date.

28.8Conversion of the Shares Upon an Offer to Acquire Subordinate Voting Shares

In the event that an offer is made to purchase Subordinate Voting Shares, and such offer is:

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(a)required, pursuant to applicable securities legislation or the rules of any stock exchange on which: (i) the Multiple Voting Shares; or (ii) the Subordinate Voting Shares which may be obtained upon conversion of the Multiple Voting Shares; may then be listed, to be made to all or substantially all of the holders of Subordinate Voting Shares in a province or territory of Canada to which the requirement applies (such offer to purchase in this Article 28.8, an "Offer"); and

(b)not made to the holders of Multiple Voting Shares for consideration per Multiple Voting Share equal to 100 times the consideration offered per Subordinate Voting Share,

each Multiple Voting Share shall become convertible at the option of the holder into Subordinate Voting Shares on the basis of one hundred (100) Subordinate Voting Shares for one (1) Multiple Voting Share, at any time while the Offer is in effect until one day after the time prescribed by applicable securities legislation or stock exchange rules for the offeror to take up and pay for such shares as are to be acquired pursuant to the Offer (the "Multiple Voting Share SVS Offer Conversion Right").

The Multiple Voting Share SVS Offer Conversion Right may only be exercised for the purpose of depositing the Subordinate Voting Shares acquired upon conversion under such Offer, and for no other reason. If the Multiple Voting Share SVS Offer Conversion Right is exercised, the Company shall procure that the transfer agent for the Multiple Voting Shares shall deposit under such Offer the Subordinate Voting Shares acquired upon conversion, on behalf of the holder.

To exercise the Multiple Voting Share SVS Offer Conversion Right, a holder of Multiple Voting Shares or his or her attorney, duly authorized in writing, shall:

(i)give written notice of exercise of the Multiple Voting Share SVS Offer Conversion Right to the transfer agent for the Multiple Voting Shares, and of the number of Multiple Voting Shares in respect of which the Multiple Voting Share SVS Offer Conversion Right is being exercised;

(ii)deliver to the transfer agent for the Multiple Voting Shares any share certificate or certificates representing the Multiple Voting Shares in respect of which the Multiple Voting Share SVS Offer Conversion Right is being exercised; and

(iii)pay any applicable stamp tax or similar duty on or in respect of such conversion.

No certificates representing Subordinate Voting Shares acquired upon exercise of the Multiple Voting Share SVS Offer Conversion Right will be delivered to the holders of Multiple Voting Shares. If Subordinate Voting Shares issued upon such conversion and deposited under such Offer are withdrawn by such holder, or such Offer is abandoned, withdrawn or terminated by the offeror, or such Offer expires without the offeror taking up and paying for such Subordinate Voting Shares, such Subordinate Voting Shares issued shall automatically, without further action on the part of the holder thereof, be reconverted into Multiple Voting Shares on the basis of one (1) Multiple Voting Share for one hundred (100) Subordinate Voting Shares, and the Company will procure that the transfer agent for the Multiple Voting Shares shall send to such holder a direct registration statement, certificate or certificates representing the Multiple Voting Shares acquired upon such reconversion. If the offeror under such Offer takes up and pays for the Subordinate Voting Shares acquired upon exercise of the Multiple Voting Share SVS Offer Conversion Right, the Company shall procure that the transfer agent for the Multiple Voting Shares shall deliver to the holders of such Subordinate Voting Shares the consideration paid for such Subordinate Voting Shares by such offeror.

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28.9Conversion of the Shares Upon an Offer to Acquire Proportionate Voting Shares

In the event that an offer is made to purchase Proportionate Voting Shares, and such offer is:

(a)required, pursuant to applicable securities legislation or the rules of any stock exchange on which: (i) the Proportionate Voting Shares; or (ii) the Subordinate Voting Shares which may be obtained upon conversion of the Proportionate Voting Shares; may then be listed, to be made to all or substantially all of the holders of Proportionate Voting Shares in a province or territory of Canada to which the requirement applies (such offer to purchase in this Article 28.9, an "Offer"); and

(b)not made to the holders of Multiple Voting Shares for consideration per Multiple Voting Share equal to 100 times the consideration offered per Proportionate Voting Share,

each Multiple Voting Share shall become convertible at the option of the holder into Proportionate Voting Shares on the basis of one hundred (100) Proportionate Voting Shares for one (1) Multiple Voting Share, at any time while the Offer is in effect until one day after the time prescribed by applicable securities legislation or stock exchange rules for the offeror to take up and pay for such shares as are to be acquired pursuant to the Offer (the "Multiple Voting Share PVS Offer Conversion Right").

The Multiple Voting Share PVS Offer Conversion Right may only be exercised for the purpose of depositing the Proportionate Voting Shares acquired upon conversion under such Offer, and for no other reason. If the Multiple Voting Share PVS Offer Conversion Right is exercised, the Company shall procure that the transfer agent for the Multiple Voting Shares shall deposit under such Offer the Proportionate Voting Shares acquired upon conversion, on behalf of the holder.

To exercise the Multiple Voting Share PVS Offer Conversion Right, a holder of Multiple Voting Shares or his or her attorney, duly authorized in writing, shall:

(i)give written notice of exercise of the Multiple Voting Share PVS Offer Conversion Right to the transfer agent for the Multiple Voting Shares, and of the number of Multiple Voting Shares in respect of which the Multiple Voting Share PVS Offer Conversion Right is being exercised;

(ii)deliver to the transfer agent for the Multiple Voting Shares any share certificate or certificates representing the Multiple Voting Shares in respect of which the Multiple Voting Share PVS Offer Conversion Right is being exercised; and

(iii)pay any applicable stamp tax or similar duty on or in respect of such conversion.

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No certificates representing Proportionate Voting Shares acquired upon exercise of the Multiple Voting Share PVS Offer Conversion Right will be delivered to the holders of Multiple Voting Shares. If Proportionate Voting Shares issued upon such conversion and deposited under such Offer are withdrawn by such holder, or such Offer is abandoned, withdrawn or terminated by the offeror, or such Offer expires without the offeror taking up and paying for such Proportionate Voting Shares, such Proportionate Voting Shares shall automatically, without further action on the part of the holder thereof, be reconverted into Multiple Voting Shares on the basis of one (1) Multiple Voting Share for one hundred (100) Proportionate Voting Shares, and the Company will procure that the transfer agent for the Multiple Voting Shares shall send to such holder a direct registration statement, certificate or certificates representing the Multiple Voting Shares acquired upon such reconversion. If the offeror under such Offer takes up and pays for the Proportionate Voting Shares acquired upon exercise of the Multiple Voting Share PVS Offer Conversion Right, the Company shall procure that the transfer agent for the Multiple Voting Shares shall deliver to the holders of such Proportionate Voting Shares the consideration paid for such Proportionate Voting Shares by such offeror.

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ARTICLE 29

SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO
PROPORTIONATE VOTING SHARES

29.1Voting

The holders of Class C proportionate voting shares ("Proportionate Voting Shares") shall be entitled to receive notice of and to attend and vote at all meetings of shareholders of the Company except a meeting at which only the holders of another class or series of shares is entitled to vote. Subject to Articles 29.2 and 29.3, each Proportionate Voting Share shall entitle the holder to one thousand (1,000) votes and each fraction of a Proportionate Voting Share shall entitle the holder to the number of votes calculated by multiplying the fraction by one thousand (1,000) and rounding the product down to the nearest whole number, at each such meeting.

29.2Alteration to Rights of Proportionate Voting Shares

So long as any Proportionate Voting Shares remain outstanding, the Company will not, without the consent of the holders of Proportionate Voting Shares expressed by separate special resolution alter or amend these Articles if the result of such alteration or amendment would:

(a)prejudice or interfere with any right or special right attached to the Proportionate Voting Shares; or

(b)affect the rights or special rights of the holders of Subordinate Voting Shares, Multiple Voting Shares and Proportionate Voting Shares on a per share basis as provided for herein.

At any meeting of holders of Proportionate Voting Shares called to consider such a separate special resolution, each Proportionate Voting Share shall entitle the holder to one (1) vote and each fraction of a Proportionate Voting Share will entitle the holder to the corresponding fraction of one (1) vote.

29.3Shares Superior to Proportionate Voting Shares

(a)The Company may take no action which would authorize or create shares of any class or series having preferences superior to or on a parity with the Proportionate Voting Shares without the consent of the holders of a majority of the Proportionate Voting Shares expressed by separate ordinary resolution.

(b)At any meeting of holders of Proportionate Voting Shares called to consider such a separate ordinary resolution, each Proportionate Voting Share will entitle the holder to one (1) vote and each fraction of a Proportionate Voting Share shall entitle the holder to the corresponding fraction of one (1) vote.

29.4Dividends

(a)The holders of Proportionate Voting Shares shall be entitled to receive such dividends payable in cash or property of the Company as may be declared by the directors from time to time. The directors may declare no dividend payable in cash or property on the Proportionate Voting Shares unless the directors simultaneously declare a dividend payable in cash or property on: (i) the Subordinate Voting Shares, in an amount equal to the amount of the dividend declared per Proportionate Voting Share; and (ii) on the Multiple Voting Shares in an amount equal to the dividend declared per Proportionate Voting Share multiplied by one hundred (100).

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(b)The directors may declare a stock dividend payable in Multiple Voting Shares on the Proportionate Voting Shares, but only if the directors simultaneously declare a stock dividend payable in: (i) Multiple Voting Shares on the Subordinate Voting Shares, in a number of shares per Subordinate Voting Share equal to the amount of the dividend declared per Proportionate Voting Share; and (ii) Multiple Voting Shares on the Multiple Voting Shares, in a number of shares per Multiple Voting Share equal to the amount of the dividend declared per Proportionate Voting Share multiplied by one hundred (100).

(c)The directors may declare a stock dividend payable in Subordinate Voting Shares on the Proportionate Voting Shares, but only if the directors simultaneously declare a stock dividend payable in: (i) Subordinate Voting Shares on the Subordinate Voting Shares, in a number of shares per Subordinate Voting Share equal to the amount of the dividend declared per Proportionate Voting Share; and (ii) Subordinate Voting Shares on the Multiple Voting Shares, in a number of shares per Multiple Voting Shares equal to the amount of the dividend declared per Proportionate Voting Share multiplied by one hundred (100).

(d)Holders of fractional Proportionate Voting Shares shall be entitled to receive any dividend declared on the Proportionate Voting Shares, in an amount equal to the dividend per Proportionate Voting Share multiplied by the fraction thereof held by such holder.

29.5Liquidation Rights

In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company to its shareholders for the purpose of winding up its affairs, the holders of the Proportionate Voting Shares shall be entitled to participate pari passu with the holders of Subordinate Voting Shares and Multiple Voting Shares, with the amount of such distribution per Proportionate Voting Share equal to each of: (i) the amount of such distribution per Subordinate Voting Share; and (ii) the amount of such distribution per Multiple Voting Share divided by one hundred (100); and each fraction of a Proportionate Voting Share will be entitled to the amount calculated by multiplying the fraction by the amount payable per whole Proportionate Voting Share.

29.6Subdivision or Consolidation

The Proportionate Voting Shares shall not be consolidated or subdivided unless the Subordinate Voting Shares and the Multiple Voting Shares are simultaneously consolidated or subdivided utilizing the same divisor or multiplier.

29.7Transfer of Proportionate Voting Shares

No Proportionate Voting Share may be sold, transferred, assigned, pledged or otherwise disposed of, whether voluntarily or involuntarily, by operation of law or otherwise, without the written consent of the directors, and the directors are not required to give any reason for refusing to consent to any such Transfer.

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29.8Mandatory Conversion of Proportionate Voting Shares

(a)Definitions. In this Article 29.8:

(i)"Blocker" means Alpine Summit Energy Investors, Inc., a corporation existing under the laws of the state of Nevada;

(ii)"Definitive Agreement" means the business combination agreement between, inter alia, the Company, Origination, Finco, Subco and Blocker dated April 8, 2021;

(iii)"Finco" means Alpine Summit Energy Partners Finco, Inc., a corporation existing under the laws of the province of British Columbia;

(iv)"Initial Holder" means the holder of Proportionate Voting Shares as of the date of initial issuance of Proportionate Voting Shares.

(v)"Membership Interests" means the membership interests of Origination;

(vi)"Origination" means HB2 Origination, LLC, a limited liability company existing under the laws of the state of Delaware;

(vii)"Subco" means Red Pine Petroleum Subco Ltd., a wholly-owned subsidiary of the Company existing under the laws of the province of British Columbia;

(viii)"Reverse Takeover" means the completion of the combination of the businesses of the Company, Origination, Finco, Subco and Blocker pursuant to the Definitive Agreement; and

(ix)"RTO Closing Date" means the date of completion of the Reverse Takeover.

(b)Mandatory Conversion. All issued and outstanding Proportionate Voting Shares will automatically, without any action on the part of the holder, be converted into Subordinate Voting Shares on the basis of one (1) Subordinate Voting Share for one (1) Proportionate Voting Share upon the date that is the first day when the Initial Holder owns, directly or indirectly, less than seventy-five per cent (75%) of the Membership Interests as they collectively did on the RTO Closing Date (the "Mandatory Conversion Record Date"). On the Mandatory Conversion Record Date, each certificate representing Proportionate Voting Shares shall thenceforth be null and void. Within twenty (20) days of the Mandatory Conversion Record Date, the Company will send, or cause its transfer agent to send, notice thereof to the former holder of Proportionate Voting Shares (a "Mandatory Conversion Notice") specifying:

(i)the Mandatory Conversion Record Date;

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(ii)the number of Subordinate Voting Shares into which the Proportionate Voting Shares held by such holder have been converted; and

(iii)the address of record of such holder.

As soon as practicable after the sending of the Mandatory Conversion Notice, the Company shall issue or shall cause its transfer agent to issue to each holder of Proportionate Voting Shares certificates representing the number of Subordinate Voting Shares into which the Proportionate Voting Shares have been converted.

From the Mandatory Conversion Record Date, the directors shall no longer be entitled to issue any further Proportionate Voting Shares whatsoever.

29.9Conversion of the Shares Upon an Offer to Acquire Subordinate Voting Shares

In the event that an offer is made to purchase Subordinate Voting Shares, and such offer is:

(a)required, pursuant to applicable securities legislation or the rules of any stock exchange on which: (i) the Proportionate Voting Shares; or (ii) the Subordinate Voting Shares which may be obtained upon conversion of the Multiple Voting Shares; may then be listed, to be made to all or substantially all of the holders of Subordinate Voting Shares in a province or territory of Canada to which the requirement applies (such offer to purchase in this Article 29.9, an "Offer"); and

(b)not made to the holders of Proportionate Voting Shares for consideration per Proportionate Voting Share equal to the consideration offered per Subordinate Voting Share,

each Proportionate Voting Share shall become convertible at the option of the holder into a Subordinate Voting Share on the basis of one (1) Subordinate Voting Share for one (1) Proportionate Voting Share, at any time while the Offer is in effect until one day after the time prescribed by applicable securities legislation or stock exchange rules for the offeror to take up and pay for such shares as are to be acquired pursuant to the Offer (the "Proportionate Voting Share SVS Offer Conversion Right").

The Proportionate Voting Share SVS Offer Conversion Right may only be exercised for the purpose of depositing the Proportionate Voting Shares acquired upon conversion under such Offer, and for no other reason. If the Proportionate Voting Share SVS Offer Conversion Right is exercised, the Company shall procure that the transfer agent for the Proportionate Voting Shares shall deposit under such Offer the Subordinate Voting Shares acquired upon conversion, on behalf of the holder.

To exercise the Proportionate Voting Share SVS Offer Conversion Right, a holder of Proportionate Voting Shares or his or her attorney, duly authorized in writing, shall:

(i)give written notice of exercise of the Proportionate Voting Share SVS Offer Conversion Right to the transfer agent for the Proportionate Voting Shares, and of the number of Proportionate Voting Shares in respect of which the Proportionate Voting Share SVS Offer Conversion Right is being exercised;

(ii)deliver to the transfer agent for the Proportionate Voting Shares any share certificate or certificates representing the Proportionate Voting Shares in respect of which the Proportionate Voting Share SVS Offer Conversion Right is being exercised; and

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(iii)pay any applicable stamp tax or similar duty on or in respect of such conversion.

No certificates representing Subordinate Voting Shares acquired upon exercise of the Proportionate Voting Share SVS Offer Conversion Right will be delivered to the holders of Proportionate Voting Shares. If Subordinate Voting Shares issued upon such conversion and deposited under such Offer are withdrawn by such holder, or such Offer is abandoned, withdrawn or terminated by the offeror, or such Offer expires without the offeror taking up and paying for such Subordinate Voting Shares, such Subordinate Voting Shares issued shall automatically, without further action on the part of the holder thereof, be reconverted into Proportionate Voting Shares on the basis of one (1) Proportionate Voting Share for one (1) Subordinate Voting Share, and the Company will procure that the transfer agent for the Proportionate Voting Shares shall send to such holder a direct registration statement, certificate or certificates representing the Proportionate Voting Shares acquired upon such reconversion. If the offeror under such Offer takes up and pays for the Subordinate Voting Shares acquired upon exercise of the Proportionate Voting Share SVS Offer Conversion Right, the Company shall procure that the transfer agent for the Proportionate Voting Shares shall deliver to the holders of such Subordinate Voting Shares the consideration paid for such Subordinate Voting Shares by such offeror.

29.10Conversion of the Shares Upon an Offer to Acquire Multiple Voting Shares

In the event that an offer is made to purchase Multiple Voting Shares, and such offer is:

(a)required, pursuant to applicable securities legislation or the rules of any stock exchange on which: (i) the Multiple Voting Shares; or (ii) the Subordinate Voting Shares which may be obtained upon conversion of the Multiple Voting Shares; may then be listed, to be made to all or substantially all of the holders of Multiple Voting Shares in a province or territory of Canada to which the requirement applies (such offer to purchase in this Article 29.10, an "Offer"); and

(b)not made to the holders of Proportionate Voting Shares for consideration per Proportionate Voting Share equal to 0.01 of the consideration offered per Multiple Voting Share,

each Proportionate Voting Share shall become convertible at the option of the holder into Multiple Voting Shares on the basis of one hundred (100) Proportionate Voting Shares for one (1) Multiple Voting Share, at any time while the Offer is in effect until one day after the time prescribed by applicable securities legislation or stock exchange rules for the offeror to take up and pay for such shares as are to be acquired pursuant to the Offer (the "Proportionate Voting Share MVS Offer Conversion Right"). For avoidance of doubt, fractions of Multiple Voting Shares may be issued in respect of any amount of Proportionate Voting Shares in respect of which the Proportionate Voting Share MVS Offer Conversion Right is exercised which is less than one hundred (100).

The Proportionate Voting Share MVS Offer Conversion Right may only be exercised for the purpose of depositing the Multiple Voting Shares acquired upon conversion under such Offer, and for no other reason. If the Proportionate Voting Share MVS Offer Conversion Right is exercised, the Company shall procure that the transfer agent for the Proportionate Voting Shares shall deposit under such Offer the Multiple Voting Shares acquired upon conversion, on behalf of the holder.

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To exercise the Proportionate Voting Share MVS Offer Conversion Right, a holder of Proportionate Voting Shares or his or her attorney, duly authorized in writing, shall:

(i)give written notice of exercise of the Proportionate Voting Share MVS Offer Conversion Right to the transfer agent for the Proportionate Voting Shares, and of the number of Proportionate Voting Shares in respect of which the Proportionate Voting Share MVS Offer Conversion Right is being exercised;

(ii)deliver to the transfer agent for the Proportionate Voting Shares any share certificate or certificates representing the Proportionate Voting Shares in respect of which the Proportionate Voting Share MVS Offer Conversion Right is being exercised; and

(iii)pay any applicable stamp tax or similar duty on or in respect of such conversion.

No certificates representing Multiple Voting Shares acquired upon exercise of the Proportionate Voting Share MVS Offer Conversion Right will be delivered to the holders of Proportionate Voting Shares. If Multiple Voting Shares issued upon such conversion and deposited under such Offer are withdrawn by such holder, or such Offer is abandoned, withdrawn or terminated by the offeror, or such Offer expires without the offeror taking up and paying for such Multiple Voting Shares, such Multiple Voting Shares and any fractions thereof issued shall automatically, without further action on the part of the holder thereof, be reconverted into Proportionate Voting Shares on the basis of one (1) Multiple Voting Share for one hundred (100) Proportionate Voting Shares, and the Company will procure that the transfer agent for the Proportionate Voting Shares shall send to such holder a direct registration statement, certificate or certificates representing the Proportionate Voting Shares acquired upon such reconversion. If the offeror under such Offer takes up and pays for the Multiple Voting Shares acquired upon exercise of the Proportionate Voting Share MVS Offer Conversion Right, the Company shall procure that the transfer agent for the Proportionate Voting Shares shall deliver to the holders of such Multiple Voting Shares the consideration paid for such Multiple Voting Shares by such offeror.

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ARTICLE 30
ADVANCE NOTICE PROVISIONS

30.1Nomination of Directors

Subject only to the Business Corporations Act and these Articles, only persons who are nominated in accordance with the procedures set out in this Article 30 shall be eligible for election as directors to the board of directors of the Company. Nominations of persons for election to the board may only be made at an annual meeting of shareholders, or at a special meeting of shareholders called for any purpose at which the election of directors is a matter specified in the notice of meeting, as follows:

(a)by or at the direction of the board or an authorized officer of the Company, including pursuant to a notice of meeting;

(b)by or at the direction or request of one or more shareholders pursuant to a valid proposal made in accordance with the provisions of the Business Corporations Act or a valid requisition of shareholders made in accordance with the provisions of the Business Corporations Act; or

(c)by any person entitled to vote at such meeting (a "Nominating Shareholder"), who:

(i)is, at the close of business on the date of giving notice provided for in this Article 30 and on the record date for notice of such meeting, either entered in the securities register of the Company as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and provides evidence of such beneficial ownership to the Company; and

(ii)has given timely notice in proper written form as set forth in this Article 30.

The holders of Class A subordinate voting shares ("Subordinate Voting Shares") shall be entitled to receive notice of and to attend and vote at all meetings of shareholders of the Company except a meeting at which only the holders of another class or series of shares is entitled to vote. Each Subordinate Voting Share shall entitle the holder thereof to one vote at each such meeting.

30.2Exclusive Means

For the avoidance of doubt, this Article 30 shall be the exclusive means for any person to bring nominations for election to the board before any annual or special meeting of shareholders of the Company.

30.3Timely Notice

In order for a nomination made by a Nominating Shareholder to be timely notice (a "Timely Notice"), the Nominating Shareholder's notice must be received by the corporate secretary of the Company at the principal executive offices or registered office of the Company:

(a)in the case of an annual meeting of shareholders (including an annual and special meeting), not later than 5:00 p.m. (Vancouver time) on the 30^th day before the date of the meeting; provided, however, if the first public announcement made by the Company of the date of the meeting (each such date being the "Notice Date") is less than 50 days before the meeting date, notice by the Nominating Shareholder may be given not later than the close of business on the 10th day following the Notice Date; and

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(b)in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes the election of directors to the board, not later than the close of business on the 15^th day following the Notice Date;

provided that, in either instance, if notice-and-access (as defined in National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer) is used for delivery of proxy related materials in respect of a meeting described in Article 30.3(a) or 30.3(b), and the Notice Date in respect of the meeting is not less than 50 days before the date of the applicable meeting, the notice must be received not later than the close of business on the 30th day before the date of the applicable meeting.

30.4Proper Form of Notice

To be in proper written form, a Nominating Shareholder's notice to the corporate secretary must comply with all the provisions of this Article 30 and disclose or include, as applicable:

(a)as to each person whom the Nominating Shareholder proposes to nominate for election as a director (a "Proposed Nominee"):

(i)the name, age, business and residential address of the Proposed Nominee;

(ii)the principal occupation/business or employment of the Proposed Nominee, both presently and for the past five years;

(iii)the number of securities of each class of securities of the Company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

(iv)full particulars of any relationships, agreements, arrangements or understandings (including financial, compensation or indemnity related) between the Proposed Nominee and the Nominating Shareholder, or any affiliates or associates of, or any person or entity acting jointly or in concert with, the Proposed Nominee or the Nominating Shareholder;

(v)any other information that would be required to be disclosed in a dissident proxy circular or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to the Business Corporations Act or applicable securities law; and

(vi)a written consent of each Proposed Nominee to being named as nominee and certifying that such Proposed Nominee is not disqualified from acting as director under the provisions of subsection 124(2) of the Business Corporations Act; and

(b)as to each Nominating Shareholder giving the notice, and each beneficial owner, if any, on whose behalf the nomination is made:

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(i)their name, business and residential address;

(ii)the number of securities of the Company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Nominating Shareholder or any other person with whom the Nominating Shareholder is acting jointly or in concert with respect to the Company or any of its securities, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

(iii)their interests in, or rights or obligations associated with, any agreement, arrangement or understanding, the purpose or effect of which is to alter, directly or indirectly, the person's economic interest in a security of the Company or the person's economic exposure to the Company;

(iv)any relationships, agreements or arrangements, including financial, compensation and indemnity related relationships, agreements or arrangements, between the Nominating Shareholder or any affiliates or associates of, or any person or entity acting jointly or in concert with, the Nominating Shareholder and any Proposed Nominee;

(v)full particulars of any proxy, contract, relationship arrangement, agreement or understanding pursuant to which such person, or any of its affiliates or associates, or any person acting jointly or in concert with such person, has any interests, rights or obligations relating to the voting of any securities of the Company or the nomination of directors to the board;

(vi)a representation as to whether or not such person intends to deliver a proxy circular and/or form of proxy to any shareholder of the Company in connection with such nomination or otherwise solicit proxies or votes from shareholders of the Company in support of such nomination; and

(vii)any other information relating to such person that would be required to be included in a dissident proxy circular or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act or as required by applicable securities law.

Reference to "Nominating Shareholder" in this Article 30.4 shall be deemed to refer to each shareholder that nominated or seeks to nominate a person for election as director in the case of a nomination proposal where more than one shareholder is involved in making the nomination proposal.

30.5Currency of Nominee Information

All information to be provided in a Timely Notice pursuant to this Article 30 shall be provided as of the date of such notice. The Nominating Shareholder shall provide the Company with an update to such information forthwith so that it is true and correct in all material respects as of the date that is 10 business days before the date of the meeting, or any adjournment or postponement thereof.

30.6Delivery of Information

Notwithstanding Part 24 of these Articles, any notice, or other document or information required to be given to the corporate secretary pursuant to this Article 30 may only be given by personal delivery or courier (but not by fax or email) to the corporate secretary at the address of the principal executive offices or registered office of the Company and shall be deemed to have been given and made on the date of delivery if it is a business day and the delivery was made prior to 5:00 p.m. in the city where the Company's principal executive offices are located and otherwise on the next business day.

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30.7Defective Nomination Determination

The chair of any meeting of shareholders of the Company shall have the power to determine whether any proposed nomination is made in accordance with the provisions of this Article 30, and if any proposed nomination is not in compliance with such provisions, must as soon as practicable following receipt of such nomination and prior to the meeting declare that such defective nomination shall not be considered at any meeting of shareholders.

30.8Waiver

The board may, in its sole discretion, waive any requirement in this Article 30.

30.9Definitions

For the purposes of this Article 30, "public announcement" means disclosure in a news release disseminated by the Company through a national news service in Canada, or in a document filed by the Company for public access under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com

EX-4.3

ALPINE SUMMIT ENERGY PARTNERS, INC.
2021 STOCK AND INCENTIVE PLAN

ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 3, 2021
APPROVED BY THE COMPANY'S SHAREHOLDERS: MAY 25, 2021

EFFECTIVE AS OF: SEPTEMBER 7, 2021

Section 1.Purpose

The purpose of the Plan is to promote the interests of the Company and its shareholders by aiding the Company in attracting and retaining employees, officers, consultants, advisors, independent contractors and Non-Employee Directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company's business and to compensate such persons through various stock and cash-based arrangements and provide them with opportunities for stock ownership in the Company, thereby aligning the interests of such persons with the Company's shareholders.

Section 2.Definitions

As used in the Plan, the following terms shall have the meanings set forth below:

(a)"Affiliate" shall mean any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company.

(b)"Award" shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award or Dividend Equivalent granted under the Plan.

(c)"Award Agreement" shall mean any written agreement, contract or other instrument or document evidencing an Award granted under the Plan (including a document in an electronic medium) executed in accordance with the requirements of Section 10(b).

(d)"Board" shall mean the Board of Directors of the Company.

(e)"Code" shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

(f)"Committee" shall mean the Compensation Committee of the Board or such other committee designated by the Board to administer the Plan. At any time that the Company is an SEC registrant and is not a "foreign private issuer" for purposes of the Securities Act and the Exchange Act, the Committee shall be comprised of not less than such number of Directors as shall be required to permit Awards granted under the Plan to qualify under Rule 16b-3, and each member of the Committee shall be a "non-employee director" within the meaning of Rule 16b-3.

(g)"Company" shall mean Alpine Summit Energy Partners, Inc., a British Columbia corporation, and any successor corporation.

(h)"Director" shall mean a member of the Board.

(i)"Dividend Equivalent" shall mean any right granted under Section 6(e) of the Plan.

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(j)"Effective Date" shall mean the date the Plan is adopted by the Board, as set forth in Section 11.

(k)"Eligible Person" shall mean any employee, officer, Non-Employee Director, consultant, independent contractor or advisor providing services to the Company or any Affiliate, or any such person to whom an offer of employment or engagement with the Company or any Affiliate is extended. Any consultants or advisors must be natural persons and may not be engaged by the Company in connection with the offer or sale of securities in a capital-raising transaction, or to directly or indirectly promote or maintain a market for the Company's securities.

(l)"Exchange" shall mean the TSX Venture Exchange and any other exchange on which the Subordinate Voting Shares are or may be listed.

(m)"Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as amended.

(n)"Fair Market Value" with respect to one Share as of any date shall mean (i) if the Shares are listed on the TSX Venture Exchange or any established stock exchange, the price of one Share at the close of the regular trading session of such market or exchange on the last trading day prior to such date, and if no sale of Shares shall have occurred on such date, on the next preceding date on which there was a sale of Shares; (ii) if the Shares are not so listed on the TSX Venture Exchange or any established stock exchange, the average of the closing "bid" and "asked" prices quoted by the OTC Markets, the National Quotation Bureau, or any comparable reporting service on such date or, if there are no quoted "bid" and "asked" prices on such date, on the next preceding date for which there are such quotes for a Share; or (iii) if the Shares are not publicly traded as of such date, the per share value of one Share, as determined by the Board, or any duly authorized Committee of the Board, in its sole discretion, by applying principles of valuation with respect thereto in accordance with Section 409A. The Fair Market Value of a Multiple Voting Share is equal to one hundred (100) times the Fair Market Value of a Subordinate Voting Share.

(o)"Incentive Stock Option" shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code or any successor provision.

(p)"Listed Security" means any security of the Company that is listed or approved for listing on a U.S. national securities exchange or designated or approved for designation as a national market system security on an interdealer quotation system by the U.S. Financial Industry Regulatory Authority (or any successor thereto).

(q)"Multiple Voting Share" shall mean the multiple voting shares of the Company, each of which carries 100 votes and is convertible, in certain limited circumstances, into 100 Subordinate Voting Shares.

(r)"Non-Employee Director" shall mean a Director who is not also an employee of the Company or any Affiliate.

(s)"Non-Qualified Stock Option" shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.

(t)"Option" shall mean an Incentive Stock Option or a Non-Qualified Stock Option to purchase Shares or Multiple Voting Shares.

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(u)"Participant" shall mean an Eligible Person designated to be granted an Award under the Plan.

(v)"Performance Award" shall mean any right granted under Section 6(d) of the Plan.

(w)"Person" shall mean any individual or entity, including a corporation, partnership, limited liability company, association, joint venture or trust.

(x)"Plan" shall mean the Company's 2021 Stock and Incentive Plan, as amended from time to time.

(y)"Proportionate Voting Shares" shall mean the proportionate voting shares of the Company, each of which carries 1,000 votes and is convertible into Subordinate Voting Shares on a 1 for 1 basis.

(z)"Restricted Stock" shall mean any Share, or Multiple Voting Share, as applicable, granted under Section 6(c) of the Plan.

(aa)"Restricted Stock Unit" shall mean any unit granted under Section 6(c) of the Plan evidencing the right to receive a Share, or a Multiple Voting Share, as applicable (or a cash payment equal to the Fair Market Value of a Share or a Multiple Voting Share, as applicable) at some future date, provided that in the case of Participants who are liable to taxation under the Tax Act in respect of amounts payable under this Plan, that such date shall not be later than December 31 of the third calendar year following the year services were performed in respect of the corresponding Restricted Stock Unit awarded.

(bb)"Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation.

(cc)"Section 409A" shall mean Section 409A of the Code, or any successor provision, and applicable Treasury Regulations and other applicable guidance thereunder.

(dd)"Securities Act" shall mean the U.S. Securities Act of 1933, as amended.

(ee)"Share" or "Shares" shall mean Subordinate Voting Shares of the Company (or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 4(c) of the Plan).

(ff)"Shareholders" shall mean shareholders of the Company, including holders of Subordinate Voting Shares (or common shares prior to the re-designation of such shares as Subordinate) Voting Shares, Multiple Voting Shares and Proportionate Voting Shares, as applicable).

(gg)"Specified Employee" shall mean a specified employee as defined in Section 409A(a)(2)(B) of the Code or applicable proposed or final regulations under Section 409A, determined in accordance with procedures established by the Company and applied uniformly with respect to all plans maintained by the Company that are subject to Section 409A.

(hh)"Stock Appreciation Right" shall mean any right granted under Section 6(b) of the Plan.

(ii)"Tax Act" means the Income Tax Act (Canada).

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(jj)"U.S. Award Holder" shall mean any holder of an Award who is a "U.S. person" (as defined in Rule 902(k) of Regulation S under the Securities Act) or who is holding or exercising Awards in the United States.

Section 3.Administration

(a)Power and Authority of the Committee. The Plan shall be administered by the Committee. Subject to the express provisions of the Plan and to applicable law and the policies of the Exchange, the Committee shall have full power and authority to:

(i)designate Participants;

(ii)determine the type or types of Awards to be granted to each Participant under the Plan;

(iii)determine the number of Shares to be covered by (or the method by which payments or other rights are to be calculated in connection with) each Award;

(iv)determine the terms and conditions of any Award or Award Agreement, including any terms relating to vesting, the forfeiture of any Award and the forfeiture, recapture or disgorgement of any cash, Shares or other amounts payable with respect to any Award;

(v)amend the terms and conditions of any Award or Award Agreement, subject to the limitations under Section 7;

(vi)accelerate the exercisability of any Award or the lapse of any restrictions relating to any Award, subject to the limitations in Section 7;

(vii)determine whether, to what extent and under what circumstances Awards may be exercised in cash, Shares, other securities, other Awards or other property (excluding promissory notes), or canceled, forfeited or suspended, subject to the limitations in Section 7;

(viii)determine whether, to what extent and under what circumstances amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or the Committee, subject to the requirements of Section 409A;

(ix)interpret and administer the Plan and any instrument or agreement, including an Award Agreement, relating to the Plan;

(x)establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan;

(xi)make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and

(xii)adopt such modifications, rules, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of the jurisdictions in which the Company or an Affiliate may operate, including, without limitation, establishing any special rules for Affiliates, Eligible Persons or Participants located in any particular country, in order to meet the objectives of the Plan and to ensure the viability of the intended benefits of Awards granted to Participants located in such non-United States jurisdictions.

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Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award or Award Agreement, and any employee of the Company or any Affiliate.

(b)Delegation. The Committee may delegate to one or more officers or Directors of the Company, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion, the authority to grant Awards; provided, however, that the Committee shall not delegate such authority in such a manner as would cause the Plan not to comply with applicable policies of the Exchange or applicable corporate law.

(c)Power and Authority of the Board. Notwithstanding anything to the contrary contained herein, (i) the Board may, at any time and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Plan, unless the exercise of such powers and duties by the Board would cause the Plan not to comply with the requirements of all applicable securities rules and (ii) only the Committee (or another committee of the Board comprised of directors who qualify as independent directors within the meaning of the independence rules of any applicable securities exchange where the Shares are then listed) may grant Awards to Directors who are not also employees of the Company or an Affiliate.

(d)Indemnification. To the full extent permitted by law, (i) no member of the Board, the Committee or any person to whom the Committee delegates authority under the Plan shall be liable for any action or determination taken or made in good faith with respect to the Plan or any Award made under the Plan, and (ii) the members of the Board, the Committee and each person to whom the Committee delegates authority under the Plan shall be entitled to indemnification by the Company with regard to such actions and determinations. The provisions of this paragraph shall be in addition to such other rights of indemnification as a member of the Board, the Committee or any other person may have by virtue of such person's position with the Company.

Section 4.Shares Available for Awards

(a)Shares Available. Subject to adjustment as provided in Section 4(c) of the Plan, an aggregate of 6,213,263 Shares may be issued under all Awards under the Plan, provided that the maximum number of Shares available for issuance from treasury under this Plan in respect of Awards that are Options shall be not more than 3,358,521 Shares. References to the number of outstanding Shares hereunder includes the number of Shares issuable on conversion of all outstanding Multiple Voting Shares and Proportionate Voting Shares. The aggregate number of Shares that may be issued under all Awards under the Plan shall be reduced by Shares subject to Awards issued under the Plan in accordance with the Share counting rules described in Section 4(b) below.

(b)Counting Shares. For purposes of this Section 4, if an Award entitles the holder thereof to receive or purchase Shares (directly or upon the conversion of Multiple Voting Shares), the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan.

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(i)Shares Added Back to Reserve. If any Shares covered by an Award or to which an Award relates are not purchased or are forfeited or are reacquired by the Company (including, to the extent applicable, any Shares withheld by the Company or Shares tendered to satisfy any tax withholding obligation on Awards or Shares covered by an Award that are settled in cash), or if an Award otherwise terminates or is cancelled without delivery of any Shares, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award, to the extent of any such forfeiture, reacquisition by the Company, termination or cancellation, shall again be available for granting Awards under the Plan.

(ii)Cash-Only Awards. Awards that do not entitle the holder thereof to receive or purchase Shares shall not be counted against the aggregate number of Shares available for Awards under the Plan.

(iii)Substitute Awards Relating to Acquired Entities. Shares issued under Awards granted in substitution for awards previously granted by an entity that is acquired by or merged with the Company or an Affiliate shall be counted against the aggregate number of Shares available for Awards under the Plan and the terms of any such Awards shall be deemed to have been amended to the extent necessary to comply with the policies of the Exchange governing such Awards.

(c)Adjustments. In the event that any dividend (other than a regular cash dividend) or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, without the receipt of consideration by the Company, adjust any or all of (i) the number and type of Shares (or other securities or other property) that thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other property) subject to outstanding Awards, and (iii) the purchase price or exercise price with respect to any Award; provided, however, that the number of Shares covered by any Award or to which such Award relates shall always be a whole number. Such adjustment shall be made by the Committee or the Board, whose determination in that respect shall be final, binding and conclusive.

(d)Additional Award Limitations. If, and so long as, the Company is listed on the TSX Venture Exchange:

(i)the aggregate Award or Awards granted to any one person in any one-year period shall not exceed 5% of the total number of Shares outstanding at the date of grant;

(ii)the aggregate Award or Awards granted to any consultant (as defined in the policies of the TSX Venture Exchange) in any one-year period shall not exceed 2% of the total number of Shares outstanding at the date of grant;

(iii)Options are the only Awards that may be granted to persons retained to provide investor relations activities (as defined in the policies of the TSX Venture Exchange) and the aggregate number of Options granted shall not exceed 2% of the total number of Shares in any one-year period, calculated at the date of such grant, and any Options must vest in stages of a period of not less than 12 months with no more than ¼ of the Options vesting in any three month period;

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(iv)for Options granted to employees, consultants or management company employees (as defined in the policies of the TSX Venture Exchange), the Company and the optionee are responsible for ensuring and confirming that the optionee is a bona fide employee, consultant or management company employee, as the case may be; and

(v)the Award limitations in this Section 4(d) shall apply to the aggregate Award or Awards granted to Participants, even if such Awards do not entitle the holder thereof to receive or purchase Shares and such Awards are not counted against the aggregate number of Shares available for Awards under the Plan.

Section 5.Eligibility

Any Eligible Person shall be eligible to be designated as a Participant. In determining which Eligible Persons shall receive an Award and the terms of any Award, the Committee may take into account the nature of the services rendered by the respective Eligible Persons, their present and potential contributions to the success of the Company and/or such other factors as the Committee, in its discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive Stock Option may only be granted to full-time or part-time employees (which term, as used herein, includes, without limitation, officers and Directors who are also employees), and an Incentive Stock Option shall not be granted to an employee of an Affiliate unless such Affiliate is also a "subsidiary corporation" of the Company within the meaning of Section 424(f) of the Code or any successor provision.

Section 6.Awards

(a)Options. The Committee is hereby authorized to grant Options to acquire Shares or Options to acquire Multiple Voting Shares to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan, as the Committee shall determine:

(i)Exercise Price. The purchase price per Share, or per Multiple Voting Share, as applicable, purchasable under an Option shall be determined by the Committee and shall not be less than 100% of the Fair Market Value of a Share, or Multiple Voting Share, as applicable, on the date of grant of such Option; provided, however, that for Eligible Persons who are not residents of Canada for purposes of the Tax Act and not subject to taxation under the Tax Act with respect to such Option, the Committee may designate a purchase price below Fair Market Value on the date of grant if the Option is granted in substitution for a stock option previously granted by an entity that is acquired by or merged with the Company or an Affiliate, and further provided, however, that any adjustments to the number of shares and the purchase price must be made in accordance with Code Section 409A and any adjustments with respect to Incentive Stock Options must be made in accordance with Code Section 424.

(ii)Option Term. The term of each Option shall be fixed by the Committee at the date of grant and shall not be longer than 10 years from the date of grant; provided, however, that any Options held by an Eligible Person who ceases to be an Eligible Person must only be exercisable to the extent that the Options are entitled to be exercised and only for a reasonable period following the date that the Eligible Person ceases to be in such role as determined by the Committee and which shall not exceed 12 months. Notwithstanding the foregoing, in the event that the expiry date of an Option held by an Eligible Person falls within a trading blackout period imposed by the Company (a "Blackout Period"), and neither the Company nor the individual in possession of the Options is subject to a cease trade order in respect of the Company's securities, then, except with respect to Incentive Stock Options the expiry date of such Option shall be automatically extended to the 10th business day following the end of the Blackout Period.

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(iii)Time and Method of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part and the method or methods by which, and the form or forms, including, but not limited to, cash, Shares (actually or by attestation), other securities, other Awards or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the applicable exercise price, in which payment of the exercise price with respect thereto may be made or deemed to have been made; provided, however, that if, and so long as, cashless exercises are not permitted by the policies of the Exchange, the only method and form of payment of the exercise price shall be cash, bank draft or certified cheque.

(A)Promissory Notes. Notwithstanding the foregoing, in no circumstances shall the Committee permit payment of the exercise price, either in whole or in part, with a promissory note.

(B)Net Exercises. Provided the policies of the Exchange permit an Option to be exercised on a cashless basis, the Committee may, in its discretion, permit an Option to be exercised by delivering to the Participant a number of Shares, or Multiple Voting Shares, as applicable, having an aggregate Fair Market Value (determined as of the date of exercise) equal to the excess, if positive, of the Fair Market Value of the Shares, or Multiple Voting Shares, as applicable, underlying the Option being exercised on the date of exercise, over the exercise price of the Option for such Shares, or Multiple Voting Shares, as applicable.

(iv)Incentive Stock Options. Notwithstanding anything in the Plan to the contrary, the following additional provisions shall apply to the grant of stock options which are intended to qualify as Incentive Stock Options:

(A)To the extent that the aggregate Fair Market Value as of the Date of Grant of the Shares, or Multiple Voting Shares, as applicable, for which Incentive Stock Options are exercisable for the first time in any calendar year (under all plans of the Company) exceeds US$100,000, such excess Incentive Stock Options shall be treated as Non-Qualified Stock Options.

(B)Subject to adjustment pursuant to Section 4(c), the maximum number of Shares that may be issued pursuant to Incentive Stock Options during the term of the Plan shall not exceed 3,358,521 Shares.

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(C)All Incentive Stock Options must be granted within ten years from the earlier of the date on which this Plan was adopted by the Board or the date this Plan was approved by the Shareholders.

(D)Unless sooner exercised, all Incentive Stock Options shall expire and no longer be exercisable no later than ten years after the date of grant, provided that in the case of the grant of an Incentive Stock Option to a Participant who, at the time such Option is granted, owns (within the meaning of Section 422 of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of its Affiliates, such Incentive Stock Option shall expire and no longer be exercisable no later than five (5) years after the date of grant.

(E)The purchase price per Share for an Incentive Stock Option shall be not less than 100% of the Fair Market Value of a Share, or a Multiple Voting Share, as applicable, on the date of grant of the Incentive Stock Option; provided, however, that, in the case of the grant of an Incentive Stock Option to a Participant who, at the time such Option is granted, owns (within the meaning of Section 422 of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of its Affiliates, the purchase price per Share, or per Multiple Voting Share, as applicable, purchasable under an Incentive Stock Option shall be not less than 110% of the Fair Market Value of a Share, or a Multiple Voting Share, as applicable, on the date of grant of the Incentive Stock Option.

(F)Notwithstanding any other provision in the Plan, an Incentive Stock Option shall not be transferred, assigned, pledged, or hypothecated or otherwise disposed of by the Participant except by will or the laws of descent and distribution. An Incentive Stock Option may be exercised during the Participant's lifetime only by the Participant. Any Incentive Stock Option authorized under the Plan shall contain such other provisions as the Committee shall deem advisable, but shall in all events be consistent with and contain all provisions required in order to qualify the Option as an Incentive Stock Option.

(b)Stock Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights to Eligible Persons subject to the terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive upon exercise thereof the excess of (i) the Fair Market Value of one Share, or the Fair Market Value of one Multiple Voting Share, as applicable, on the date of exercise over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than 100% of the Fair Market Value of one Share, or the Fair Market Value of one Multiple Voting Share, as applicable, on the date of grant of the Stock Appreciation Right; provided, however, that, subject to applicable law and stock exchange rules, the Committee may designate a grant price below Fair Market Value on the date of grant if the Stock Appreciation Right is granted in substitution for a stock appreciation right previously granted by an entity that is acquired by or merged with the Company or an Affiliate; and further provided, however, that any adjustments to the number of shares and the purchase price must be made in accordance with Code Section 409A. Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods of exercise, dates of exercise, methods of settlement and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Committee (except that the term of each Stock Appreciation Right shall be subject to the same limitations in Section 6(a)(iii) applicable to Options); provided; however, that if, and so long as, the Company is listed on the TSX Venture Exchange all Stock Appreciation Rights shall be settled in cash. The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate.

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(c)Restricted Stock and Restricted Stock Units. The Committee is hereby authorized to grant an Award of Restricted Stock and Restricted Stock Units to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan and the policies of the Exchange as the Committee shall determine:

(i)Restrictions. Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise as the Committee may deem appropriate. Notwithstanding the foregoing, rights to dividend or Dividend Equivalent payments shall be subject to the limitations described in Section 6(e).

(ii)Issuance and Delivery of Shares. Any Restricted Stock granted under the Plan shall be issued at the time such Awards are granted and may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company or held in nominee name by the stock transfer agent or brokerage service selected by the Company to provide such services for the Plan. Such certificate or certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring to the restrictions applicable to such Restricted Stock. Shares representing Restricted Stock that are no longer subject to restrictions shall be delivered (including by updating the book-entry registration) to the Participant promptly after the applicable restrictions lapse or are waived. Unless otherwise provided for in an Award Agreement, in the case of Restricted Stock Units, no Shares shall be issued at the time such Awards are granted. Unless otherwise provided in any Award Agreement, upon the lapse or waiver of restrictions and the restricted period relating to Restricted Stock Units evidencing the right to receive Shares, such Shares shall be issued and delivered to the holder of the Restricted Stock Units.

(iii)Forfeiture. Except as otherwise determined by the Committee or as provided in an Award Agreement, upon a Participant's termination of employment or service or resignation or removal as a Director (in either case, as determined under criteria established by the Committee) during the applicable restriction period, all Shares of Restricted Stock and all Restricted Stock Units held by such Participant at such time shall be forfeited and reacquired by the Company for cancellation at no cost to the Company; provided, however, that the Committee may waive in whole or in part any or all remaining restrictions with respect to Shares of Restricted Stock or Restricted Stock Units.

(d)Performance Awards. The Committee is hereby authorized to grant Performance Awards to Eligible Persons. A Performance Award granted under the Plan (i) may be denominated or payable in cash, Shares or Multiple Voting Shares (including, without limitation, Restricted Stock and Restricted Stock Units), other securities, other Awards or other property and (ii) shall confer on the holder thereof the right to receive payments, in whole or in part, upon the achievement of one or more objective performance goals during such performance periods as the Committee shall establish. Subject to the terms of the Plan, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award granted, the amount of any payment or transfer to be made pursuant to any Performance Award and any other terms and conditions of any Performance Award shall be determined by the Committee.

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(e)Dividend Equivalents. The Committee is hereby authorized to grant Dividend Equivalents to Eligible Persons under which the Participant shall be entitled to receive payments (in cash, Shares, other securities, other Awards or other property as determined in the discretion of the Committee) equivalent to the amount of cash dividends paid by the Company to holders of Shares, or Multiple Voting Shares or Proportionate Voting Shares, as applicable, with respect to a number of Shares determined by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, such Dividend Equivalents may have such terms and conditions as the Committee shall determine. Notwithstanding the foregoing, (i) the Committee may not grant Dividend Equivalents to Eligible Persons in connection with grants of Options, Stock Appreciation Rights or other Awards the value of which is based solely on an increase in the value of the Shares after the date of grant of such Award, and (ii) dividend and Dividend Equivalent amounts may be accrued but shall not be paid unless and until the date on which all conditions or restrictions relating to such Award have been satisfied, waived or lapsed.

(f)General.

(i)Consideration for Awards. Awards may be granted for no cash consideration or for any cash or other consideration as may be determined by the Committee or required by applicable law.

(ii)Limits on Transfer of Awards. Except as otherwise provided by the Committee in its discretion and subject to such additional terms and conditions as it determines, no Award (other than fully vested and unrestricted Shares issued pursuant to any Award) and no right under any such Award shall be transferable by a Participant other than by will or by the laws of descent and distribution, and no Award (other than fully vested and unrestricted Shares issued pursuant to any Award) or right under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate. Where the Committee does permit the transfer of an Award other than a fully vested and unrestricted Share, such permitted transfer shall be for no value and in accordance with all applicable securities rules. The Committee may also establish procedures as it deems appropriate for a Participant to designate a person or persons, as beneficiary or beneficiaries, to exercise the rights of the Participant and receive any property distributable with respect to any Award in the event of the Participant's death, provided that the period during which they can do so must not exceed one year from such Participant's death.

(iii)Restrictions; Securities Exchange Listing. All Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such restrictions as the Committee may deem advisable under the Plan, applicable federal or state securities laws and regulatory requirements, and the Committee may cause appropriate entries to be made with respect to, or legends to be placed on the certificates for, such Shares or other securities to reflect such restrictions. The Company shall not be required to deliver any Shares or other securities covered by an Award unless and until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

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(iv)Prohibition on Option and Stock Appreciation Right Repricing. Except as provided in Section 4(c) hereof, the Committee may not, without prior approval of the Shareholders (and disinterested Shareholders, as applicable) and applicable stock exchange approval, seek to effect any repricing of any previously granted, "underwater" Option or Stock Appreciation Right by: (i) amending or modifying the terms of the Option or Stock Appreciation Right to lower the exercise price; (ii) canceling the underwater Option or Stock Appreciation Right and granting either (A) replacement Options or Stock Appreciation Rights having a lower exercise price; or (B) Restricted Stock, Restricted Stock Units or Performance Award in exchange; or (iii) cancelling or repurchasing the underwater Option or Stock Appreciation Right for cash or other securities. An Option or Stock Appreciation Right will be deemed to be "underwater" at any time when the Fair Market Value of the Shares, or Multiple Voting Shares, as applicable, covered by such Award is less than the exercise price of the Award.

(v)Section 409A Provisions. Notwithstanding anything in the Plan or any Award Agreement to the contrary, to the extent that any amount or benefit that constitutes "deferred compensation" to a Participant under Section 409A and applicable guidance thereunder is otherwise payable or distributable to a Participant under the Plan or any Award Agreement solely by reason of the occurrence of a change in control or due to the Participant's disability or "separation from service" (as such term is defined under Section 409A), such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless the Committee determines in good faith that (i) the circumstances giving rise to such change in control event, disability or separation from service meet the definition of a change in control event, disability, or separation from service, as the case may be, in Section 409A(a)(2)(A) of the Code and applicable proposed or final regulations, or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise. Further, to the extent that any Award constitutes "deferred compensation" under Section 409A and applicable guidance thereunder, any payment or distribution that otherwise would be made to a Participant who is a Specified Employee (as determined by the Committee in good faith) on account of separation from service may not be made before the date which is six months after the date of the Specified Employee's separation from service (or if earlier, upon the Specified Employee's death) unless the payment or distribution is exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise. To the extent that any Award is subject to Section 409A, any ambiguity in the terms of such Award will be construed and administered in accordance with Section 409A.

(vi)Acceleration of Vesting or Exercisability. No Award Agreement shall accelerate the exercisability of any Award or the lapse of restrictions relating to any Award in connection with a change-in-control event, unless such acceleration occurs upon the consummation of (or effective immediately prior to the consummation of, provided that the consummation subsequently occurs) such change-in-control event.

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(vii)Termination. Notwithstanding the authority of the Committee to determine the terms relating to the forfeiture of any Award, all Awards (whether vested or unvested, as applicable) shall terminate and expire within a maximum of 12 months after the Participant ceases to be Eligible Person.

Section 7.Amendment and Termination; Corrections

(a)Amendments to the Plan and Awards. The Board may from time to time amend, suspend or terminate this Plan, and the Committee may amend the terms of any previously granted Award, provided that no amendment to the terms of any previously granted Award may (except as expressly provided in the Plan) materially and adversely alter or impair the terms or conditions of the Award previously granted to a Participant under this Plan without the written consent of the Participant or holder thereof. Any amendment to this Plan, or to the terms of any Award previously granted, is subject to compliance with all applicable laws, rules, regulations and policies of any applicable governmental entity or securities commission, including receipt of any required approval from the governmental entity or stock exchange, and any such amendment, alteration, suspension, discontinuation or termination of an Award will be in compliance with policies of the Exchange. For greater certainty and without limiting the foregoing, the Board may amend, suspend, terminate or discontinue the Plan, and the Committee may amend or alter any previously granted Award, as applicable, without obtaining the approval of Shareholders in order to:

(i)amend the Plan to fix typographical errors; or

(ii)amend the Plan to clarify existing provisions provided such amendments do not have the effect of altering the scope, nature an intent of such provisions, which includes amendments that are necessary or desirable to comply with applicable laws, rules, regulations and policies of any applicable governmental entity or stock exchange (including amendments to Awards necessary or desirable to avoid any adverse tax results under Section 409A or the Tax Act), and no action taken to comply shall be deemed to impair or otherwise adversely alter or impair the rights of any holder of an Award or beneficiary thereof.

Notwithstanding the foregoing and for greater certainty, prior approval of the Shareholders (and disinterested Shareholders, as applicable) shall be required for any amendment to the Plan or an Award that would:

(i)require shareholder approval under the rules or regulations of the Exchange;

(ii)increase the number of Shares authorized under the Plan as specified in Section 4 of the Plan;

(iii)increase the maximum number of Shares that may be issued pursuant to Incentive Stock Options;

(iv)permit repricing of Options or Stock Appreciation Rights, which is currently prohibited by Section 6(f)(iv) of the Plan, provided that disinterested Shareholder approval shall be required to reprice Options held by insiders (as defined in the policies of the Exchange) and such exercise price shall not be lower than the discounted market price (as defined in the policies of the Exchange);

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(v)permit the award of Options or Stock Appreciation Rights at a price less than 100% of the Fair Market Value of a Share on the date of grant of such Option or Stock Appreciation Right, contrary to the provisions of Section 6(a)(i) and Section 6(b) of the Plan;

(vi)permit Options to be transferable other than as provided in Section 6(f)(ii);

(vii)amend this Section 7(a); or

(viii)increase the maximum term permitted for Options and Stock Appreciation Rights as specified in Section 6(a) and Section 6(b) or extend the terms of any Options beyond their original expiry date.

(b)Corporate Transactions. In the event of any reorganization, merger, consolidation, split-up, spin-off, combination, plan of arrangement, take-over bid or tender offer, repurchase or exchange of Shares or other securities of the Company or any other similar corporate transaction or event involving the Company (or the Company shall enter into a written agreement to undergo such a transaction or event), the Committee or the Board may, in its sole discretion, provide for any of the following to be effective upon the consummation of the event (or effective immediately prior to the consummation of the event, provided that the consummation of the event subsequently occurs), and no action taken under this Section 7(b) shall be deemed to impair or otherwise adversely alter the rights of any holder of an Award or beneficiary thereof:

(i)either (A) termination of the Award, whether or not vested, in exchange for an amount of cash and/or other property, if any, equal to the amount that would have been attained upon the exercise of the vested portion of the Award or realization of the Participant's vested rights (and, for the avoidance of doubt, if, as of the date of the occurrence of the transaction or event described in this Section 7(b)(i)(A), the Committee or the Board determines in good faith that no amount would have been attained upon the exercise of the Award or realization of the Participant's rights, then the Award may be terminated by the Company without any payment) or (B) the replacement of the Award with other rights or property selected by the Committee or the Board, in its sole discretion;

(ii)that the Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;

(iii)that, subject to Section 6(f)(vi), the Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding anything to the contrary in the applicable Award Agreement; or

(iv)that the Award cannot vest, be exercised or become payable after a date certain in the future, which may be the effective date of the event.

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Section 8.Income Tax Withholding

In order to comply with all applicable federal, state, local or foreign income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant arising from the grant, vesting, exercise or payment of any Award and payment is to be made in a manner satisfactory to the Company. Without limiting the foregoing, in order to assist a Participant in paying all or a portion of the applicable taxes to be withheld or collected upon exercise or receipt of (or the lapse of restrictions relating to) an Award, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, and provided that such arrangements comply with the policies of the Exchange, may permit the Participant to satisfy such tax obligation by (a) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes (subject to any applicable limitations under ASC Topic 718 to avoid adverse accounting treatment) or (b) delivering to the Company Shares other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes. The election, if any, must be made on or before the date that the amount of tax to be withheld is determined.

Section 9.U.S. Securities Laws

Neither the Awards nor the securities which may be acquired pursuant to the exercise of the Awards have been registered under the Securities Act or under any securities law of any state of the United States of America and the Awards and the securities which may be acquired pursuant to the exercise of the Awards issued to a U.S. Award Holder will be considered "restricted securities" (as such term is defined in Rule 144(a)(3) under the Securities Act and any Shares shall be affixed with an applicable restrictive legend as set forth in the Award Agreement. The Awards may not be offered or sold, directly or indirectly, in the United States except pursuant to registration under the Securities Act and the securities laws of all applicable states or available exemptions therefrom, and the Company has no obligation or present intention of filing a registration statement under the Securities Act in respect of any of the Awards or the securities underlying the Awards, which could result in such U.S. Award Holder not being able to dispose of any Shares issued on exercise of Awards for a considerable length of time. Each U.S. Award Holder or anyone who becomes a U.S. Award Holder, who is granted an Award in the United States, who is a resident of the United States or who is otherwise subject to the Securities Act or the securities laws of any state of the United States will be required to complete an Award Agreement which sets out the applicable United States restrictions.

Section 10.General Provisions

(a)No Rights to Awards. No Eligible Person, Participant or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons, Participants or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to any Participant or with respect to different Participants.

(b)Award Agreements. No Participant shall have rights under an Award granted to such Participant unless and until an Award Agreement shall have been signed by the Participant (if requested by the Company), or until such Award Agreement is delivered and accepted through an electronic medium in accordance with procedures established by the Company. An Award Agreement need not be signed by a representative of the Company unless required by the Committee. Each Award Agreement shall be subject to the applicable terms and conditions of the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee.

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(c)Income Tax. With respect to any Award granted to a Participant who is subject to taxation under the provisions of the Tax Act in respect of such Award, the Committee shall have the right, but not the obligation, to take account of Canadian income tax considerations in determining the terms and conditions of the Award or any other amendment thereto.

(d)Provision of Information. At least annually, copies of the Company's balance sheet and income statement for the just completed fiscal year shall be made available to each Participant and purchaser of shares upon the exercise of an Award; provided, however, that this requirement shall not apply if all offers and sales of securities pursuant to the Plan comply with all applicable conditions of Rule 701 under the Securities Act. The Company shall not be required to provide such information to key persons whose duties in connection with the Company assure them access to equivalent information

(e)Plan Provisions Control. In the event that any provision of an Award Agreement conflicts with or is inconsistent in any respect with the terms of the Plan as set forth herein or subsequently amended, the terms of the Plan shall control, unless the Award Agreement expressly overrides the terms of the Plan.

(f)No Rights of Shareholders. Except with respect to Shares issued under Awards (and subject to such conditions as the Committee may impose on such Awards pursuant to Section 6(c)(i) or Section 6(e), neither a Participant nor the Participant's legal representative shall be, or have any of the rights and privileges of, a Shareholder with respect to any Shares issuable upon the exercise or payment of any Award, in whole or in part, unless and until such Shares have been issued.

(g)No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation plans or arrangements, and such plans or arrangements may be either generally applicable or applicable only in specific cases.

(h)No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained as an employee of the Company or any Affiliate, nor will it affect in any way the right of the Company or an Affiliate to terminate a Participant's employment at any time, with or without cause, in accordance with applicable law. In addition, the Company or an Affiliate may at any time dismiss a Participant from employment free from any liability or any claim under the Plan or any Award, unless otherwise expressly provided in the Plan or in any Award Agreement. Nothing in this Plan shall confer on any person any legal or equitable right against the Company or any Affiliate, directly or indirectly, or give rise to any cause of action at law or in equity against the Company or an Affiliate. Under no circumstances shall any person ceasing to be an employee of the Company or any Affiliate be entitled to any compensation for any loss of any right or benefit under the Plan which such employee might otherwise have enjoyed but for termination of employment, whether such compensation is claimed by way of damages for wrongful or unfair dismissal, breach of contract or otherwise. By participating in the Plan, each Participant shall be deemed to have accepted all the conditions of the Plan and the terms and conditions of any rules and regulations adopted by the Committee and shall be fully bound thereby.

(i)Governing Law. The internal law, and not the law of conflicts, of the Province of British Columbia and the federal law of Canada applicable therein shall govern all questions concerning the validity, construction and effect of the Plan or any Award, and any rules and regulations relating to the Plan or any Award.

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(j)Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect.

(k)No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.

(l)Other Benefits. No compensation or benefit awarded to or realized by any Participant under the Plan shall be included for the purpose of computing such Participant's compensation or benefits under any pension, retirement, savings, profit sharing, group insurance, disability, severance, termination pay, welfare or other benefit plan of the Company, unless required by law or otherwise provided by such other plan.

(m)No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash shall be paid in lieu of any fractional Share or whether such fractional Share or any rights thereto shall be canceled, terminated or otherwise eliminated.

(n)Headings. Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

Section 11.Clawback or Recoupment

All Awards under this Plan shall be subject to recovery or other penalties pursuant to (i) any Company clawback policy, as may be adopted or amended from time to time, or (ii) any applicable law, rule or regulation or applicable stock exchange rule.

Section 12.Effective Date of the Plan

The Plan was adopted by the Board on September 3, 2021 and approved by the Shareholders on May 25, 2021, as is effective as of September 7, 2021.

Section 13.Term of the Plan

No Award shall be granted under the Plan, and the Plan shall terminate, on the earlier of (i) September 7, 2031 or the tenth anniversary of the effective date of the Plan, or any earlier date of discontinuation or termination established pursuant to Section 7(a) of the Plan. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such dates, and the authority of the Committee provided for hereunder with respect to the Plan and any Awards, and the authority of the Board to amend the Plan, shall extend beyond the termination of the Plan.

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ADDENDUM A

Alpine Summit Energy Partners, Inc. 2021 Stock and Incentive Plan

(California Participants)

Prior to the date, if ever, on which the Shares becomes a Listed Security and/or the Company is subject to the reporting requirements of the Exchange Act, the terms set forth herein shall apply to Awards issued to California Participants. "California Participant" means a Participant whose Award is issued in reliance on Section 25102(o) of the California Corporations Code. All capitalized terms used herein but not otherwise defined shall have the respective meanings set forth in the Plan.

1.The following rules shall apply to any Option in the event of termination of the Participant's service to the Company or an Affiliate:

(a)If such termination was for reasons other than death, "Permanent Disability" (as defined below), or cause, the Participant shall have at least 30 days after the date of such termination to exercise his or her Option to the extent the Participant is entitled to exercise on his or her termination date, provided that in no event shall the Option be exercisable after the expiration of the term as set forth in the Option Agreement.

(b)If such termination was due to death or Permanent Disability, the Participant shall have at least 6 months after the date of such termination to exercise his or her Option to the extent the Participant is entitled to exercise on his or her termination date, provided that in no event shall the Option be exercisable after the expiration of the term as set forth in the Option Agreement.

"Permanent Disability" for purposes of this Addendum shall mean the inability of the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Participant's position with the Company or any Affiliate because of the sickness or injury of the Participant.

2.Notwithstanding anything to the contrary in Section 4(c) of the Plan, the Committee shall in any event make such adjustments as may be required by Section 25102(o) of the California Corporations Code.

3.Notwithstanding anything stated herein to the contrary, no Option shall be exercisable on or after the 10th anniversary of the date of grant and any Award Agreement shall terminate on or before the 10th anniversary of the date of grant.

4.The Company shall furnish summary financial information (audited or unaudited) of the Company's financial condition and results of operations, consistent with the requirements of applicable law, at least annually to each California Participant during the period such Participant has one or more Awards outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such Participant owns such Shares; provided, however, the Company shall not be required to provide such information if (i) the issuance is limited to key persons whose duties in connection with the Company assure their access to equivalent information or (ii) the Plan or any agreement complies with all conditions of Rule 701 of the Securities Act; provided that for purposes of determining such compliance, any registered domestic partner shall be considered a "family member" as that term is defined in Rule 701.

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5.The Plan or any increase in the maximum aggregate number of Shares issuable thereunder as provided in Section 4(a) (the "Authorized Shares") shall be approved by a majority of the outstanding securities of the Company entitled to vote by the later of (a) a period beginning twelve (12) months before and ending twelve (12) months after the date of adoption thereof by the Board or (b) the first issuance of any security pursuant to the Plan in the State of California (within the meaning of Section 25008 of the California Corporations Code). Awards granted prior to security holder approval of the Plan or in excess of the Authorized Shares previously approved by the security holders shall become exercisable no earlier than the date of shareholder approval of the Plan or such increase in the Authorized Shares, as the case may be, and such Awards shall be rescinded if such security holder approval is not received in the manner described in the preceding sentence. Notwithstanding the foregoing, a foreign private issuer, as defined by Rule 3b-4 of the Exchange Act of 1934 shall not be required to comply with this paragraph provided that the aggregate number of persons in California granted options under all option plans and agreements and issued securities under all purchase and bonus plans and agreements does not exceed 35.

6.Notwithstanding anything stated herein to the contrary, all Awards must be granted within ten years from the earlier of the date on which this Plan was adopted by the Board or the date this Plan was approved by the Shareholders.

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EX-4.4

ALPINE SUMMIT ENERGY PARTNERS, INC.
DEFERRED SHARE UNIT PLAN

ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 3, 2021
APPROVED BY THE COMPANY'S SHAREHOLDERS: MAY 25, 2021

EFFECTIVE AS OF: SEPTEMBER 7, 2021

Section 1.Purpose

              The purpose of this Plan is to strengthen the alignment of interests between the Eligible Directors and the shareholders of the Company by linking a portion of annual compensation, as determined by the Committee from time to time, to the future value of the Shares. In addition, the Plan has been adopted for the purpose of advancing the interests of the Company through the motivation, attraction and retention of directors of the Company and its Affiliates, it being generally recognized that the Plan aids in attracting, retaining and encouraging director commitment and performance due to the opportunity offered to them to receive compensation in line with the value of the Shares.

Section 2.Definitions and Interpretation

(a)Definitions: As used in this Plan, the following terms shall have the meanings set forth below:

(i)"Affiliate" shall mean any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company.

(ii)"Associate" has the meaning ascribed to such term in the policies of the Exchange, as may be amended from time to time.

(iii)"Blackout Period" means any period imposed by the Company pursuant to its disclosure, confidentiality and trading policy or otherwise, during which its officers, directors, employees and Insiders may be restricted from trading in securities of the Company.

(iv)"Board" means the board of directors of the Company.

(v)"Code" means the United States Internal Revenue Code of 1986, as amended.

(vi)"Change of Control" means the occurrence of any one or more of the following events:

(A)a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Company or any of its Affiliates and another company or other entity, as a result of which the holders of Shares (on an as-converted basis) prior to the completion of the transaction hold less than 50% of the outstanding shares of the successor company after completion of the transaction;

(B)the sale, lease, exchange or other disposition, in a single transaction or a series of related transactions, of assets, rights or properties of the Company and/or any of its Affiliates which have an aggregate book value greater than 50% of the book value of the assets, rights and properties of the Company and its Affiliates on a consolidated basis to any other person or entity, other than a disposition to a wholly-owned Affiliate in the course of a reorganization of the assets of the Company and its Affiliates;

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(C)a resolution is adopted to wind-up, dissolve or liquidate the Company;

(D)any person, entity or group of persons or entities acting jointly or in concert (an "Acquirer") acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities which, when added to the Voting Securities owned of record or beneficially by the Acquirer or which the Acquirer has the right to vote or in respect of which the Acquirer has the right to direct the voting, would entitle the Acquirer and/or Associates and/or Affiliates of the Acquirer to cast or to direct the casting of 50% or more of the votes attached to all of the Company's outstanding Shares (on an as-converted basis) which may be cast to elect directors of the Company or the successor Company (regardless of whether a meeting has been called to elect directors); or

(E)the Board adopts a resolution to the effect that a Change of Control as defined herein has occurred or is imminent.

For the purposes of the foregoing, "Voting Securities" means Shares and any other shares entitled to vote for the election of directors and shall include any security, whether or not issued by the Company, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors including any options or rights to purchase such shares or securities.

(vii)"Committee" means the Compensation Committee of the Board or such other committee designated by the Board to administer the Plan.

(viii)"Company" means Alpine Summit Energy Partners, Inc., a British Columbia corporation, and any successor corporation.

(ix)"Deferred Share Unit" or "DSU" means the agreement by the Company to pay, and the right of the Eligible Director to receive, a DSU Payment for each Deferred Share Unit held, evidenced by way of book-keeping entry in the books of the Company and administered pursuant to this Plan.

(x)"Director" means a member of the Board from time to time.

(xi)"Director Remuneration" means all amounts payable to an Eligible Director by the Company in respect of the services to be provided to the Company by the Eligible Director as a member of the Board or a member of the board of an Affiliate in a year, including the annual base retainer fee for serving as a director, the annual retainer fee for chairing the Board or a committee of the Board, the fees paid to directors for attendance at meetings of the Board or committees of the Board; and travel allowance fees paid to attend meetings and/or site visits, provided that it does not include amounts received by an Eligible Director as reimbursement for expenses.

(xii)"DSU Grant Date" means the date that Deferred Share Units are credited to the Eligible Director's notional account in the register maintained by the Company for DSU awards as contemplated in Section 3(c) of the Plan. Unless otherwise determined by the Committee, DSUs will be granted on at least an annual basis, such DSUs representing compensation for services to be performed in such fiscal year.

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(xiii)"DSU Grant Letter" has the meaning ascribed thereto in Section 4(d).

(xiv)"DSU Payment" means, subject to any adjustment in accordance with Section 6(f), the issuance to an Eligible Director of one previously unissued Share or cash equivalent for each whole vested Deferred Share Unit credited to such Eligible Director as determined by the Committee in its sole discretion.

(xv)"Eligible Director" means a person who is a bona fide Director, or a member of the board of directors of any Affiliate of the Company, and who, at the relevant time, is not otherwise an employee or a consultant of the Company or of any Affiliate, and such person shall continue to be an Eligible Director for so long as such person continues to be a member of such board(s) of directors and is not otherwise an employee or a consultant of the Company or of any Affiliate.

(xvi)"Exchange" means the TSX Venture Exchange and any other Exchange on which the Shares are or may be listed.

(xvii)"Insider" means: (A) an insider as defined in the policies of the Exchange, as may be amended from time to time, other than a person who is an Insider solely by virtue of being a director or senior officer of an Affiliate; and (B) an Associate of any person who is an insider by virtue of (C).

(xviii)"Market Value" means the last closing price of the Shares on the Exchange immediately prior to the date as at which Market Value is determined. If the Shares are not trading on the Exchange, then the Market Value shall be determined based on the last closing price of the Shares on such stock exchange or over-the-counter market on which the Shares are listed and posted for trading as may be selected for such purpose by the Committee on the date as of which Market Value is determined. In the event that the Shares are not listed and posted for trading on any stock exchange or over-the-counter market, the Market Value shall be the fair market value of such Shares as determined by the Committee in its sole discretion.

(xix)"Multiple Voting Share" shall mean the multiple voting shares of the Company, each of which carries 100 votes and is convertible, in certain limited circumstances, into 100 Shares.

(xx)"Plan" means this Deferred Share Unit plan, as the same may be amended from time to time.

(xxi)"Proportionate Voting Shares" shall mean the proportionate voting shares of the Company, each of which carries 1,000 votes and is convertible into Shares on a 1 for 1 basis.

(xxii)"Section 409A" means section 409A of the Code and applicable regulations and guidance thereunder.

(xxiii)"Separation from Service" means a separation from service as defined under Section 409A of the Code.

(xxiv)"Shareholders" means shareholders of the Company, including holders of Shares (or common shares prior to the re-designation of such shares as Subordinate Voting Shares), Multiple Voting Shares and Proportionate Voting Shares, as applicable).

(xxv)"Shares" means the Subordinate Voting Shares of the Company.

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(xxvi)"Termination Date" means the earlier of (i) the actual date of termination of the directorship of the Eligible Director, as applicable, and does not include any period during which the Eligible Director is in receipt of or is eligible to receive any statutory, contractual or common law notice or compensation in lieu thereof or severance payments following the actual date of termination or resignation, (ii) the date of the death of the Eligible Director, or (iii) the date on which the Eligible Director is determined to be totally disabled and is removed from the Board, provided that with respect to U.S. Taxpayers, Termination Date means the date of the Director's Separation from Service.

(xxvii)"United States" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

(xxviii)"U.S. DSU Holder" shall mean any holder of Deferred Share Units who is a "U.S. person" (as defined in Rule 902(k) of Regulation S under the U.S. Securities Act) or who is holding or redeeming Deferred Share Units in the United States.

(xxix)"U.S. Securities Act" means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

(xxx)"U.S. Taxpayer" means an Eligible Director whose DSUs are subject to income tax under the Code.

(xxxi)"year" means a calendar year unless otherwise specified.

(b)Headings: The headings of all articles, sections, and paragraphs in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan.

(c)Context, Construction: Whenever the singular or masculine are used in the Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires.

(d)References to this Plan: The words "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer to this Plan as a whole and not to any particular article, section, paragraph or other part hereof.

(e)Canadian Funds: Unless otherwise specifically provided, all references to dollar amounts in the Plan are references to Canadian dollars.

Section 3.Administration

(a)Power and Authority of the Committee: Subject to regulatory requirements, the Plan shall be administered by the Committee and the Committee shall have full discretionary authority to administer the Plan including the authority to interpret and construe any provision of the Plan and to adopt, amend and rescind such rules and regulations for administering the Plan as the Committee may deem necessary in order to comply with the requirements of the Plan. All actions taken, and all interpretations and determinations made by the Committee in good faith shall be final and conclusive and shall be binding on the Eligible Director and the Company.

(b)Indemnification: No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with the Plan and all members of the Committee shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Company with respect to any such action taken or determination or interpretation made in good faith. The Committee is hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of the Plan and of the rules and regulations established for administering the Plan. All costs incurred in connection with the Plan shall be for the account of the Company.

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(c)Record Keeping: The Company shall maintain a register in which the following shall be recorded for each Eligible Director:

(i)the name and address of each Eligible Director in the Plan;

(ii)the number of Deferred Share Units granted to each Eligible Director under the Plan;

(iii)the number of Deferred Share Units credited to an Eligible Director pursuant to Section 4(e) of the Plan;

(iv)the date on which Deferred Share Units were granted or credited to an Eligible Director; and

(v)the date of DSU Payment.

(d)Determination of Eligible Directors and Participation: The Committee shall from time to time determine the Eligible Directors to whom Deferred Share Units shall be granted and the provisions and restrictions with respect to such grant, all such determinations to be made in accordance with the terms and conditions of the Plan, and the Committee may take into consideration the present and potential contributions of and the services rendered by the particular Eligible Director to the success of the Company and any other factors which the Committee deems appropriate and relevant..

Section 4.Deferred Share Unit Plan

(a)Deferred Share Unit Plan: A Deferred Share Unit Plan is established for Eligible Directors.

(b)Shares Available for Issuance: Subject to adjustment as provided in Section 5(f) of the Plan, an aggregate of 503,778 Shares may be issued under all Deferred Share Units granted under this Plan. References in the Plan to the number of outstanding Shares includes the number of Shares issuable on conversion of all outstanding Multiple Voting Shares and Proportionate Voting Shares. The aggregate number of Shares that may be issued under DSUs granted under the Plan shall be reduced by Shares subject to DSUs already granted under the Plan, and if any Shares covered by Deferred Share Units are settled in cash or otherwise terminated or cancelled without delivery of any Shares, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award, to the extent of any such forfeiture, reacquisition by the Company, termination or cancellation, shall again be available for granting Deferred Share Units under the Plan.

(c)Grant of Deferred Share Units: Unless otherwise determined by the Committee and subject to the terms of the Plan, each Eligible Director shall be issued on each DSU Grant Date, that number of Deferred Share Units having a value equal to the portion (which may be expressed as a percentage or may equal 100%) of the Director's Remuneration payable to such Eligible Director for the current fiscal year (the "Entitlement"), as determined by the Committee from time to time. More specifically, the number of Deferred Share Units to be granted to an Eligible Director will be determined by dividing the Entitlement by the Market Value on the DSU Grant Date. Notwithstanding any of the foregoing, the Committee shall have the authority, subject to applicable securities laws and Exchange policies, to make any special grants of Deferred Share Units to Eligible Directors in such numbers, and at any time as the Committee may deem appropriate, including special DSU grants to new Eligible Directors appointed from time to time.

(d)Deferred Share Unit Letter: Each grant of Deferred Share Units under the Plan shall be evidenced by a letter of the Company, in the form attached as Schedule "A", signed in acknowledgement by the Eligible Director (a "DSU Grant Letter"). Such Deferred Share Units shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a DSU Grant Letter. The provisions of the various DSU Grant Letters entered into under the Plan need not be identical, and may vary for each Eligible Director. To the extent that there is any inconsistency between the Plan and the DSU Grant Letter or any other communications, the Plan shall prevail unless the terms of the Plan are expressly overridden in the DSU Grant Letter.

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(e)Dividends: Subject to the absolute discretion of the Committee, in the event that a dividend (other than stock dividend) is declared and paid by the Company on Shares, the Committee may elect to credit each Eligible Director with additional Deferred Share Units. The number of such additional Deferred Share Units will be calculated by dividing (i) the total amount of the dividends that would have been paid to the Eligible Director if the Deferred Share Units outstanding in the Eligible Director's account on the dividend record date had been outstanding Shares (and the Eligible Director held no other Shares), by (ii) the Market Value of a Share on the date on which such dividends were paid by the Company.

(f)Payment Obligations with Respect to Deferred Share Units:

(i)As soon as practicable following the Termination Date for each Eligible Director, and subject to Section 5 of the Plan, the Company shall (A) issue to such Eligible Director one previously unissued Share for each vested outstanding Deferred Share Unit held by such Eligible Director on the Termination Date, or (ii) subject to the discretion of the Committee, an amount in cash equivalent to the number of outstanding Deferred Share Units held by such Eligible Director multiplied by the Market Value on the Termination Date, for such Eligible Director. Notwithstanding the foregoing, in the unlikely event that an Eligible Director who is a U.S. Taxpayer is determined to be a "specified employee" as defined under Section 409A on the director's Termination Date (i.e. the date of Separation from Service) then settlement of such U.S. Taxpayer's DSUs will be delayed until the date that is six months and one day following the date of Separation from Service, or upon such U.S. Taxpayer's death, if earlier.

(ii)Fractional Deferred Share Units shall be cancelled.

(iii)Since it is expected that Deferred Share Units will be granted to each Eligible Director with reference to his or her remuneration for a year, in the event such Eligible Director resigns or is otherwise no longer an Eligible Director, during such year, such Deferred Share Units will only partially vest and the Eligible Director will only be entitled to a pro-rated DSU Payment in respect of such Deferred Share Units based on the number of days in such year that the Eligible Director was an Eligible Director in such year.

(iv)Notwithstanding this Section 4(f) or any other provision of the Plan, if a U.S. Taxpayer is also subject to Canadian income tax with respect to his or her Deferred Share Units, and if a payment in settlement of the Deferred Share Units of such U.S. Taxpayer is required as a result of his or her Separation from Service, but such payment would not comply with paragraph 6801(d) of the Regulations under the Income Tax Act (Canada), and the Board determines that it is not practical to make such payment in some other manner or at some other time that complies with both Section 409A and paragraph 6801(d) of the Regulations, then such payment will be made to a trustee to be held in trust for the benefit of the U.S. Taxpayer in a manner that causes the payment to be included in the U.S. Taxpayer's income under the Code and does not violate paragraph 6801(d) of the Regulations, and the amount shall thereafter be paid out of the trust at such time and in such manner as complies with the requirements of the Regulations and the Income Tax Act (Canada). Further, if a payment in settlement of DSUs of an Eligible Director who is U.S. Taxpayer would be required to be made to comply with paragraph 6801(d) of the Regulations but would violate Section 409A, and if the Board determines that it is not practical to make such payment in some other manner or at some other time that complies with both Section 409A and paragraph 6801(d) of the Regulations, then the U.S. Taxpayer shall forfeit the DSUs without compensation therefore.

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(g)Settlement of DSUs following a Change of Control: If there is a Change of Control that results in the termination of an Eligible Director's directorship, all Deferred Share Units credited to such Eligible Director shall immediately vest on the date of such Change of Control notwithstanding any stated vesting period, and shall be settled at the time and in the manner designated in Section 4(f) of the Plan. In any event, upon a Change of Control, Eligible Directors shall not be treated any more favorably than Shareholders with respect to the consideration that the Eligible Directors would be entitled to receive for their Shares.

(h)Blackout Period: If the date on which the Company shall issue Shares to the Eligible Director in accordance with Section 4(f) of the Plan occurs during a Blackout Period applicable to the Eligible Director, the Company shall issue or deliver such Shares to the Eligible Director on or as soon as practicable after the 10th trading day following the end of the Blackout Period, provided that for U.S. Taxpayers such issuance will not be delayed beyond a date that would be permitted under Section 409A without imposition of additional taxes resulting from failure to comply with Section 409A

(i)Compliance with U.S. Securities Laws.

(i)The Deferred Share Units may not be granted and the Shares may not be issued except pursuant to registration under the U.S. Securities Act and the securities laws of all applicable states or pursuant to available exemptions therefrom.

(ii)Notwithstanding any provisions contained in the Plan to the contrary, the following terms shall apply to all such Deferred Share Units granted to residents of the State of California:

(A)Unless determined otherwise by the Committee, the Deferred Share Units may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Eligible Director, only by the Eligible Director. If the Committee makes the Deferred Share Units transferable, such Deferred Share Units may only be transferred (1) by will, (2) by the laws of descent and distribution, or (3) as permitted by Rule 701 of the U.S. Securities Act.

(B)No Deferred Share Units shall be granted to a resident of California more than ten years after the earlier of the date of adoption of the Plan or the date the Plan is approved by the Shareholders.

(C)In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, including but not limited to dividend equivalents, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spinoff, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Committee, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Deferred Share Unit; provided, however, that the Committee will make such adjustments to Deferred Share Units required by Section 25102(o) of the California Corporations Code to the extent the Company is relying upon the exemption afforded thereby with respect to the Deferred Share Units.

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(D)The Company shall furnish summary financial information (audited or unaudited) of the Company's financial condition and results of operations, consistent with the requirements of applicable law, at least annually to each Eligible Director in California during the period such Eligible Director has one or more Deferred Share Unit outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such Eligible Director owns such Shares; provided, however, the Company shall not be required to provide such information if (1) the issuance is limited to key persons whose duties in connection with the Company assure their access to equivalent information or (2) the Plan or any agreement complies with all conditions of Rule 701 of the U.S. Securities Act; provided that for purposes of determining such compliance, any registered domestic partner shall be considered a "family member" as that term is defined in Rule 701 of the U.S. Securities Act.

(E)If the aggregate number of Persons in the State of California granted options under all option plans and agreements and issued securities under all purchase and bonus plans and agreements of the Company, including but not limited to this Plan, exceeds thirty-five (35), then this Plan must be approved by a majority of the Shareholders by the later of (1) within 12 months before or after the Plan is adopted or (2) prior to or within 12 months of the issuance of any Shares under the Plan or DSU Grant Letter in the State of California. Any issuance of the Shares pursuant to this Plan before Shareholder approval is obtained must be rescinded if Shareholder approval is not obtained in the manner described in the preceding sentence. Such issued Shares shall not be counted in determining whether such approval is obtained.

(j)Additional Limitations. If, and so long as the Company is listed on the TSX Venture Exchange:

(i)the maximum number of Deferred Share Units that may be granted to any one Eligible Director under this Plan, together with awards granted under any other share compensation arrangements, within any one year period shall be 5% of the total number of Shares outstanding at the date of grant;

(ii)the maximum number of Deferred Share Units that may be granted to insiders under this Plan, together with awards granted under any other share compensation arrangements, within any one year period shall be 10% of the total number of Shares outstanding at the date of grant; and

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(iii)Deferred Share Units shall not be granted to person retained to provide investor relations activities or to consultants (as such terms are defined in the policies of the TSX Venture Exchange).

Section 5.Withholding Taxes

(a)Withholding Taxes: The Company or any of its Affiliates may take such steps as are considered necessary or appropriate for the withholding of any taxes which the Company or any of its Affiliates are required to withhold by any law or regulation of any governmental authority whatsoever, and, without limiting the generality of the foregoing, may effect such withholding through (i) the withholding of all or any portion of any payment due to the applicable Eligible Director; (ii) the withholding and sale, for and on behalf of the applicable Eligible Director, of the minimum number of Shares to be issued under the Plan sufficient to satisfy such withholding obligation of the Company's or the Affiliate; or (iii) withholding of all or any portion of any issuance of Shares to be made to the Eligible Director, until such time as the Eligible Director has paid the Company or its Affiliates any amount which the Company and its Affiliates are required to withhold with respect to such taxes.

Section 6.General

(a)Effective Time of Deferred Share Unit Plan: The Plan shall remain in effect until it is terminated by the Committee.

(b)Amendment of the Deferred Share Unit Plan: The Committee may, at any time, and from time to time, and without shareholder approval, amend any provision of the Plan, subject to any regulatory or stock exchange requirement at the time of such amendment, and undertaken in a manner that will not result in adverse tax consequences for U.S. Taxpayers under Section 409A, including without limitation:

(i)amendments to fix typographical errors; or

(ii)amendments to clarify existing provisions provided such amendments do not have the effect of altering the scope, nature an intent of such provisions, which includes amendments necessary or advisable because of any change in applicable securities laws,

provided that,

(iii)any amendment shall not alter the terms or conditions of any Deferred Share Unit or impair any right of any holder of Deferred Share Units pursuant to any Deferred Share Unit grant prior to such amendment; and

(iv)no amendment shall be made which prevents the Plan from continuously meeting the requirements of paragraph 6801(d) of the regulations under the Income Tax Act (Canada) or any successor provision thereto.

Notwithstanding the foregoing and for greater certainty, prior approval of the Shareholders (and disinterested Shareholders, as applicable) shall be required for any amendment to the Plan that would require shareholder approval under the rules or regulations of the Exchange.

(c)Plan Termination. The Committee may decide to discontinue granting awards under the Plan at any time in which case no further Deferred Share Units shall be awarded or credited under Section 4(d) of the Plan. Any Deferred Share Units which remain outstanding in an Eligible Director's account at that time shall continue to be dealt with according to the terms of the Plan. For greater certainty, dividend equivalents may continue to be awarded, as appropriate, in respect of such outstanding Deferred Share Units pursuant to Section 4(e) of the Plan. The Plan shall terminate when all payments owing pursuant to Section 4(f) of the Plan have been made and all Deferred Share Units have been cancelled in all Eligible Directors' accounts.

- 10 -

(d)General Restrictions and Assignment: Except as required by law, the rights of an Eligible Director under the Plan are not capable of being anticipated, assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Eligible Director.

(e)Rights as a Director: No holder of any Deferred Share Units shall have any rights as a Shareholder at any time. Nothing in the Plan shall confer on any Eligible Director the right to continue as a Director of the Company or as a Director of any Affiliate of the Company or interfere with the right to remove such Director.

(f)Adjustment in Number of Shares Underlying the Deferred Share Units: In the event there is any change in the Shares, whether by reason of a stock dividend, stock split, consolidation, subdivision, reclassification or otherwise, an appropriate adjustment shall be made by the Committee in the number of Shares subject to or underlying any Deferred Share Units. If the foregoing adjustment shall result in a fractional Share, the fraction shall be disregarded. All such adjustments shall be conclusive, final and binding for all purposes of the Plan. However, if there is an increase in the number of Shares outstanding for any reason other than by reason of a stock dividend, stock split, consolidation, subdivision or reclassification as described above (for example, as a result of a private placement of Shares or the issuance of Shares in connection with the acquisition of an asset) there will be no adjustment to the number of Shares that an Eligible Director may receive under his or her DSU Grant Letter and no adjustment to the number of Shares available under the Plan.

(g)Unfunded Plan: The Plan shall be unfunded and unsecured. The Company's obligations hereunder shall constitute a general, unsecured obligation, payable solely out of its general assets, and no holder of any Deferred Share Units or other person shall have any right to any specific assets that may at any time be represented by the amounts credited with respect to Deferred Share Units hereunder. Neither the Company nor the Committee shall be deemed to be a trustee of any amounts to be distributed or paid pursuant to the Plan. No liability or obligation of the Company pursuant to the Plan shall be deemed to be secured by any pledge of, or encumbrance on, any property of the Company or any Affiliate.

(h)No Representation or Warranty: The Company makes no representation or warranty as to the future market value of any Deferred Share Units issued in accordance with the provisions of the Plan. No amount will be paid to, or in respect of, an Eligible Director under this Plan or pursuant to any other arrangement, and no additional Deferred Share Units will be granted to such Eligible Director to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, an Eligible Director for such purpose. 

(i)Compliance with Applicable Law: If any provision of the Plan or any Deferred Share Unit contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith. Notwithstanding anything to the contrary in the Plan, all grants hereunder are subject to applicable securities laws, and no securities may be issued hereunder unless permitted by all applicable securities laws. As a condition to any grant hereunder or the receipt of securities pursuant thereto, an Eligible Director may be required to deliver evidence reasonably requested by the Company in order to confirm to the Company's satisfaction that such Eligible Director is eligible to receive securities hereunder.

(j)DSU Payments: Notwithstanding anything to the contrary in this Plan, all DSU Payments to be made to an Eligible Director pursuant to Section 4(f) shall be made following the Eligible Director's Termination Date before December 31st of the calendar year following the year in which the Eligible Director's Termination Date occurs, provided that all payments made with respect to DSUs of U.S. Taxpayers must be made by December 31st of the year in which the Eligible Director's Separation from Service occurs, or if later, the date that is two and one-half (2 ½) months after the date of such Separation from Service, subject to the requirement to delay payment for "specified employees" as provided in Section 4(f)(i) of the Plan.

- 11 -

(k)Governing Law: This Plan shall be governed by and construed in accordance with the laws in force in the Province of British Columbia and the federal laws of Canada applicable therein.

(l)Effective Date of the Plan. The Plan was adopted by the Board on September 3, 2021 and approved by the Shareholders on May 25, 2021, and is effective as of September 7, 2021.

SCHEDULE "A"
ALPINE SUMMIT ENERGY PARTNERS, INC.
DEFERRED SHARE UNIT GRANT LETTER

This Deferred Share Unit grant letter is entered into between Alpine Summit Energy Partners, Inc. (the "Company") and the Eligible Director named below pursuant to the Company's deferred share unit plan (the "Plan"), a copy of which is incorporated by reference herein, and confirms the following Deferred Share Unit grant on the terms set out below and as further set out in the Plan:

Eligible Director:

Address of Eligible Director:

Deferred Share Unit Grant:

Grant Date:

Vesting:

Conditions, Restrictions, Performance, Objectives and/or Limitations, if any:

By receiving and accepting the Deferred Share Unit award, the Eligible Director acknowledges that:

1.I have received a copy of the Plan, I have read and understand the it, and I agree to the terms and conditions of the Plan and this Deferred Share Unit grant letter; 

2.The value of a Deferred Share Unit is based on the trading price of a Share and is thus not guaranteed. The eventual value of a Deferred Share Unit on the applicable settlement date may be higher or lower than the value of the Deferred Share Unit at the time it was allocated to my account under the Plan.

3.I may be liable for income tax when Deferred Share Units are redeemed in accordance with the Plan. Any cash payments made pursuant to the Plan shall be net of applicable withholding taxes (including, without limitation, applicable source deductions). I understand that the Company is making no representation to me regarding taxes applicable to me under the Plan and I will confirm the tax treatment with my own tax advisor.

4.No funds will be set aside to guarantee the redemption of Deferred Share Units or the payment of any other sums due to me under the Plan. Future payments pursuant to the Plan are an unfunded liability recorded on the books of the Company. Any rights under the Plan by virtue of a grant of Deferred Share Units shall have no greater priority than the rights of an unsecured creditor.

5.I acknowledge and agree (and shall be conclusively deemed to have so acknowledged and agreed by participating in the Plan) that I shall, at all times, act in strict compliance with the Plan and all applicable laws, including, without limitation, those governing "insiders" of "reporting issuers" as those terms are construed for the purposes of applicable securities laws, regulations and rules.

6.I agree to provide the Company with all information and undertakings that the Company requires in order to administer the Plan and comply with applicable laws.

7.I understand that all capitalized terms not defined herein shall have the meanings attributed to them under the Plan.

- 13 -

8.I understand that the DSUs awarded hereunder are subject to applicable securities laws, and no securities may be issued hereunder unless permitted by all applicable securities laws.  Further, as a condition to any grant hereunder or the receipt of securities pursuant thereto, I may be required to deliver evidence reasonably requested by the Company in order to confirm to the Company's satisfaction that I am eligible to receive securities awarded hereunder.

9.I acknowledge and agree that the DSUs and any Shares that may be issued by the Company pursuant to the redemption of the DSUs may not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state of the United States. The DSUs and the Shares that may be issued by the Company pursuant to the settlement of the DSUs may not be granted or issued except pursuant to registration under the U.S. Securities Act and the securities laws of all applicable states or available exemptions therefrom.

10.I acknowledge and covenant that if I am a U.S. person, or was present in the United States at the time I was offered the DSUs or at the time I executed and delivered this agreement, and the Shares issuable on redemption of the DSUs are not registered under the U.S. Securities Act, the U.S. DSU Holder Supplement annexed hereto as Appendix "A" will be deemed to be incorporated by reference into and form a part of this grant letter.  "U.S. person" and "United States" are as defined in Regulation S under the U.S. Securities Act.

	ALPINE SUMMIT ENERGY PARTNERS, INC.
	By:
		Authorized Signing Officer
Witness		Name of Individual Eligible Director:

APPENDIX "A"
ALPINE SUMMIT ENERGY PARTNERS, INC.
U.S. DSU HOLDER SUPPLEMENT

If the Eligible Director is a U.S. person, or was present in the United States at the time the Eligible Director was offered the DSUs or at the time the Eligible Director executed and delivered the grant letter agreement attached to the Certificate (the "U.S. DSU Holder"), the U.S. DSU Holder acknowledges and agrees that:

1.The U.S. DSU Holder, upon redemption of the DSU, is acquiring the Shares as principal and for the account of the U.S. DSU Holder.

2.In issuing the Shares to the U.S. DSU Holder upon the redemption of the DSUs, the Company is relying on the representations and warranties of the U.S. DSU Holder contained herein to support the conclusion of the Company that the issuance of Shares upon the redemption of the DSUs does not require registration under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or to be qualified under the securities laws of any state of the United States of America.

3.The U.S. DSU Holder qualifies as an "accredited investor" as defined in Rule 501(a) of Regulation D under the U.S. Securities Act.

4.The DSUs and any Shares that may be issued by the Company in respect of redeemed DSUs pursuant to the Plan have not been and will not be registered under the U.S. Securities Act, and the issuance hereby is being made pursuant to an exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable state securities laws.  Accordingly, the DSU is, and, upon issuance, the Shares will be, "restricted securities" as such term is defined in Rule 144 under the U.S. Securities Act, and, therefore may not be offered or sold by the U.S. DSU Holder, directly or indirectly, without registration under the U.S. Securities Act and applicable state securities laws or in compliance with an available exemption therefrom. The U.S. DSU Holder understands that the certificate(s) representing the DSUs and any Shares issued in respect of redeemed DSUs pursuant to the Plan will contain a legend in respect of such restrictions as set out in Section 3 below.

5.The U.S. DSU Holder understands that if the U.S. DSU Holder decides to offer, sell or otherwise transfer any of the DSUs or the Shares, the U.S. DSU Holder may not offer, sell or otherwise transfer any of such securities directly or indirectly, unless:

(a)the sale is to the Company;

(b)the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations;

(c)the sale is made in compliance with the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with applicable state securities laws; or

(d)the securities are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities, and the U.S. DSU Holder has prior to such sale furnished to the Company an opinion of counsel or other evidence of exemption, in either case reasonably satisfactory to the Company.

- 15 -

6.The certificate(s) representing the Shares, if any, that are directly issued by the Company and all certificate(s) issued in exchange therefor or in substitution thereof, will be endorsed with the following or a similar legend until such time as it is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws:

"THE SECURITIES REPRESENTED HEREBY  HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO ALPINE SUMMIT ENERGY PARTNERS, INC. (THE "CORPORATION"), (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(i) OR (D) ABOVE, A LEGAL OPINION REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO THE CORPORATION OR THE CORPORATION'S TRANSFER AGENT, AS APPLICABLE, TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."

provided, that if the Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act ("Regulation S"), the legend set forth above may be removed by providing an executed declaration to the registrar and transfer agent of the Company in such form as the Company or its transfer agent may prescribe from time to time and, if requested by the Company or the transfer agent, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company and the transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S; and provided, further, that, if any Shares are being sold otherwise than in accordance with Regulation S and other than to the Company, the legend may be removed by delivery to the Company and its registrar and transfer agent of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

7.The U.S. DSU Holder did not acquire the DSUs and will not be acquiring any Shares that may be issued by the Company as a result of general solicitation or general advertising as those terms are used in Regulation D under the U.S. Securities Act.

8.If the U.S. DSU Holder is resident in the State of California on the effective date of the grant of the DSUs, then, in addition to the terms and conditions contained in the Plan and in this U.S. DSU Holder Supplement, the undersigned acknowledges that the Company, as a reporting issuer under the securities legislation in certain Provinces of Canada, is required to publicly file with the securities regulators in those jurisdictions continuous disclosure documents, including audited annual financial statements and unaudited quarterly financial statements (collectively, the "Financial Statements"). Such filings are available on the System for Electronic Document Analysis and Retrieval (SEDAR), and documents filed on SEDAR may be viewed under the Company's profile at the following website address: www.sedar.com. Copies of Financial Statements will be made available to the undersigned by the Company upon such U.S. DSU Holder's request.

- 16 -

9.The U.S. DSU Holder acknowledges that the Company may have federal, state, provincial or local tax withholding and reporting obligations and consents to such actions by the Company as may reasonably be required to comply with such obligations in connection with the redemption of the DSUs. The acceptance and redemption of the DSUs and the sale of Shares issued pursuant to the redemption of the DSUs may have consequences under federal, provincial and other tax and securities laws which may vary depending on the individual circumstances of the U.S. DSU Holder. Accordingly, the U.S. DSU Holder acknowledges that the U.S. DSU Holder has consulted, as the U.S. DSU Holder considers necessary, personal legal and tax advisors in connection with the DSUs and the U.S. DSU Holder dealings with respect to the DSUs or the Shares to be issued upon redemption of the DSUs.

EX-5.1

 

June 3, 2022

Alpine Summit Energy Partners, Inc.

2200 HSBC Building

885 West Georgia Street

Vancouver, BC V6C 3E8

Dear Sirs/Mesdames:

Re:Alpine Summit Energy Partners, Inc. - Registration Statement on Form S-8

We have acted as Canadian counsel to Alpine Summit Energy Partners, Inc. (the "Company"), a British Columbia corporation, in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), filed with the U.S. Securities and Exchange Commission (the "SEC") on June 3, 2022. The Registration Statement relates to a maximum of 1,272,074 Subordinate Voting Shares (the "Shares") issuable by the Company under its 2021 Stock and Incentive Plan (the "2021 Incentive Plan"), 277,443 Shares issuable by the Company under its Deferred Share Unit Plan (the "DSU Plan", together with the 2021 Incentive Plan, the "Plans"), 473,370 Shares underlying outstanding restricted stock units previously issued under its 2021 Incentive Plan and 192,550 Shares underlying outstanding options previously issued under its 2021 Incentive Plan. The Registration Statement contains a reoffer prospectus (the "Reoffer Prospectus") pursuant to which certain of the Company's current and former directors and officers may reoffer and resell 4,501,604 Shares previously issued and underlying awards previously granted under the Plans prior to the filing of the Registration Statement.

We are not qualified to practice law in the United States of America. The opinions expressed herein relate only to the laws of British Columbia and the federal laws of Canada applicable therein, and we express no opinion as to any laws other than the laws of British Columbia and the federal laws of Canada applicable therein as such laws exist and are construed as of the date hereof (the "Effective Date"). Our opinion does not take into account any proposed rules or legislative changes that may come into force following the Effective Date and we disclaim any obligation or undertaking to update our opinion or advise any person of any change in law or fact that may come to our attention after the Effective Date.

For the purposes of the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction, of:

1.the Registration Statement;

2.the Notice of Articles and Articles of the Corporation; and

3.such other documents, records and other instruments as we have deemed appropriate.

June 3, 2022
Page 2

We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such public and corporate records, certificates and documents relating to the Company as we have deemed necessary or relevant.

Whenever our opinion refers to Shares whether issued or to be issued, as being "fully paid and non-assessable", such opinion indicates that a holder of such Shares cannot be required to contribute any further amounts to the Company by virtue of its status as holder of such shares. No opinion is expressed as to the adequacy of any consideration received, whether in cash, past services performed for the Company or otherwise.

We have assumed with respect to all of the documents examined by us, the genuineness of all signatures (original or electronic) and seals, the legal capacity at all relevant times of any natural person signing any such documents, the incumbency of any person acting or purporting to act as a corporate or public official, the authenticity and completeness of all documents submitted to us as originals, the conformity to authentic originals of all documents submitted to us as certified or true copies or as a reproduction (including facsimiles and electronic copies), and the truthfulness and accuracy of all certificates of public officials and officers of the Company as to factual matters. We have further assumed that none of the Company's Articles or Notice of Articles, nor the resolutions of the shareholders or directors of the Company which we have reviewed and/or upon which we have relied, have been or will be varied, amended or revoked in any respect or have expired.

Further, we have conducted such searches in public registries in British Columbia as we have deemed necessary or appropriate for the purposes of our opinion, but have made no independent investigation regarding such factual matters.

Based upon the foregoing, we are of the opinion that: (i) an aggregate of 1,272,074 Shares, when issued from time to time upon the due exercise of options in accordance with the terms of the 2021 Incentive Plan and the terms and conditions of any agreement governing the grant of any such options, including the payment of any option price applicable thereto, will be validly issued by the Company as fully paid and non-assessable shares in the capital of the Company; (ii) an aggregate of 277,443 Shares, when issued from time to time upon settlement of deferred share units in accordance with the terms of the DSU Plan and the terms and conditions of any agreement governing the grant of any such deferred share units, will be validly issued by the Company as fully paid and non-assessable shares in the capital of the Company; (iii) an aggregate of 473,370 Shares, when issued from time to time upon settlement of outstanding restricted stock units previously issued under the 2021 Incentive Plan, in accordance with the terms of the 2021 Incentive Plan and the terms and conditions of any agreement governing the grant of any such restricted stock units, will be validly issued by the Company as fully paid and non-assessable shares in the capital of the Company; (iv) an aggregate of 192,550 Shares, when issued from time to time upon the due exercise of outstanding options previously issued under the 2021 Incentive Plan, in accordance with the terms of the 2021 Incentive Plan and the terms and conditions of any agreement governing the grant of any such options, including the payment of any option price applicable thereto, will be validly issued by the Company as fully paid and non-assessable shares in the capital of the Company; (v) an aggregate of 281,250 Shares, previously issued under the 2021 Incentive Plan, in accordance with the terms of the 2021 Incentive Plan and the terms and conditions of the agreement governing the grant of the restricted stock units such Shares were previously underlying, are validly issued by the Company as fully paid and non-assessable shares in the capital of the Company and (vi) an aggregate of 4,220,354 Shares, when issued from time to time in accordance with the terms of the Plans, as applicable, and the terms and conditions of any agreement governing the grant of the previously issued and underlying awards previously granted under the Plans prior to the filing of the Registration Statement, including the payment of any option price applicable thereto, will be validly issued by the Company as fully paid and non-assessable shares in the capital of the Company.

June 3, 2022
Page 3

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption "Legal Matters" in the Reoffer Prospectus. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the U.S. Securities Act or the rules and regulations of the SEC promulgated thereunder.

This opinion is limited to the matters stated herein, and no opinion or belief is implied or should be inferred beyond the matters expressly stated herein. For greater certainty, we express no opinion as to matters of tax or as to the contents of, or the disclosure in, the Registration Statement, or whether the Registration Statement provides full, true and plain disclosure of all material facts relating to the Company within the meaning of applicable securities laws.

This opinion is for the benefit of the addressee in connection with the transaction to which it relates, and may not be relied upon, used, or quoted from or referred to in any other documents, by any other person or for any other purpose without our express written consent.

Yours truly,

/s/ Cassels Brock & Blackwell LLP

EX-23.2

CONSENT OF INDEPENDENT AUDITOR

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Alpine Summit Energy Partners, Inc. being filed with the United States Securities and Exchange Commission of our report dated August 13, 2021, relating to the consolidated statement of financial position of HB2 Origination, LLC as at December 31, 2020 and the consolidated statements of loss and comprehensive loss, changes in shareholders' equity (deficiency) and cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

/s/RSM Alberta LLP

Chartered Professional Accountants

Calgary, Canada

June 3, 2022

EX-23.3

Consent of Independent Auditor

We consent to the incorporation by reference into this Registration Statement on Form S-8 of Alpine Summit Energy Partners, Inc. (the "Company") being filed with the United States Securities and Exchange Commission of our report dated April 25, 2022, with respect to the consolidated statement of financial position of the Company as at December 31, 2021, and the consolidated statements of loss and comprehensive loss, statements of changes in shareholders' deficiency and statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

/s/ Weaver and Tidwell, L.L.P.

WEAVER AND TIDWELL, L.L.P.

Houston, Texas

June 3, 2022

Weaver and Tidwell, L.L.P.

24 Greenway Plaza, Suite 1800 | Houston, Texas 77046

Main: 713.850.8787

CPAs AND ADVISORS | WEAVER.COM

EX-23.4

CONSENT OF MCDANIEL & ASSOCIATES CONSULTANTS LTD.

We consent to the inclusion of information derived from the report titled "Alpine Summit Energy Partners, Evaluation of Petroleum Reserves, Based on Forecast Prices and Costs (US$), as of December 31, 2021," dated March 11, 2022 and the report titled "Alpine Summit Energy Partners, Evaluation of Petroleum Reserves, Based on Forecast Prices and Costs (CDN$), as of December 31, 2021," dated March 11, 2022, both prepared by McDaniel & Associates Consultants Ltd., and the reference to our name, each of which is included in or incorporated by reference into the Registration Statement on Form S-8 being filed by Alpine Summit Energy Partners, Inc. with the United States Securities and Exchange Commission, and any amendments thereto.

/s/ Michael J. Verney

Michael J. Verney, P.Eng.

Executive Vice President

McDaniel & Associates Consultants Ltd.

Calgary, Alberta

June 3, 2022

2200, Bow Valley Square 3, 255 - 5 Avenue SW, Calgary AB T2P 3G6Tel: (403) 262-5506Fax: (403) 233-2744www.mcdan.com

EX-FILING FEES

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Alpine Summit Energy Partners, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Subordinate Voting Shares, no par value, issuable under the Alpine Summit Energy Partners, Inc. 2021 Stock and Incentive Plan	Rule 457(c) and Rule 457(h)	1,272,074 (1)	$5.75(2)	$7,314,425.50	0.0000927	$678.05
Equity	Subordinate Voting Shares, no par value, issuable under the Alpine Summit Energy Partners, Inc. Deferred Share Unit Plan	Rule 457(c) and Rule 457(h)	277,443 (1)	$5.75(3)	$1,595,297.25	0.0000927	$147.88
Equity	Subordinate Voting Shares, no par value, underlying outstanding  Restricted Stock Units previously issued under the Alpine Summit Energy Partners, Inc. 2021 Stock and Incentive Plan	Rule 457(c) and Rule 457(h)	473,370	$5.75 (4)	$2,721,877.50	0.0000927	$252.32
Equity	Subordinate Voting Shares, no par value, underlying outstanding  Options previously issued under the Alpine Summit Energy Partners, Inc. 2021 Stock and Incentive Plan	Rule 457(h)	192,550	$3.56(5)	$685,478	0.0000927	$63.54

Equity	Subordinate Voting Shares, no par value, previously issued under the Alpine Summit Energy Partners, Inc. 2021 Stock and Incentive Plan and registered for resale(6)	Rule 457(c) and Rule 457(h)	281,250	$5.75(7)	$1,617,187.50	0.0000927	$149.91
Equity	Subordinate Voting Shares, no par value, underlying outstanding Options previously issued under the Alpine Summit Energy Partners, Inc. 2021 Stock and Incentive Plan and registered for resale	Rule 457(h)	2,641,738	$3.56 (8)	$9,404,587.28	0.0000927	$871.81
Equity	Subordinate Voting Shares, no par value, underlying outstanding Restricted Stock Units previously issued under the Alpine Summit Energy Partners, Inc. 2021 Stock and Incentive Plan and registered for resale	Rule 457(c) and Rule 457(h)	1,352,281	$5.75 (9)	$7,775,615.75	0.0000927	$720.80
Equity	Subordinate Voting Shares, no par value, underlying outstanding Deferred Share Units issued under the Alpine Summit Energy Partners, Inc. Deferred Share Unit Plan and registered for resale	Rule 457(c) and Rule 457(h)	226,335	$5.75(10)	$1,301,426.25	0.0000927	$120.64
Total Offering Amounts					$32,415,895.03		$3,004.95
Total Fees Previously Paid							-
Total Fee Offsets							-
Net Fee Due							3,004.95

(1) This Registration Statement covers, in addition to the number of shares of Subordinate Voting Shares of Alpine Summit Energy Partners, Inc. (the "Company", the "Registrant", "we" , "us" or "our"), no par value (the "Shares"), stated above, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), an additional indeterminate number of Shares that may be offered or issued as a result of one or more adjustments under the Alpine Summit Energy Partners, Inc. 2021 Stock and Incentive Plan (the "2021 Incentive Plan") and the Alpine Summit Energy Partners, Inc. Deferred Share Unit Plan (the "DSU Plan", and together with the 2021 Incentive Plan, the "Plans") to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.

(2) Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the Proposed Maximum Aggregate Offering Price with respect to Shares issuable under the 2021 Incentive Plan, is calculated as the product of 1,272,074 Shares issuable or reserved under the 2021 Incentive Plan multiplied by the average of the high and low prices for the Shares as reported on the TSX Venture Exchange (the "TSXV") on May 31, 2022.

(3) Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the Proposed Maximum Aggregate Offering Price with respect to Shares issuable under the DSU Plan, is calculated as the product of 277,443 Shares issuable or reserved under the DSU Plan multiplied by the average of the high and low prices for the Shares as reported on the TSXV on May 31, 2022.

(4) Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the Proposed Maximum Aggregate Offering Price with respect to the Shares underlying outstanding Restricted Stock Units previously issued under the 2021 Incentive Plan, is calculated as the product of 473,370 Shares underlying outstanding Restricted Stock Units multiplied by the average of the high and low prices for the Shares as reported on the TSXV on May 31, 2022.

(5) Pursuant to Rule 457(h) under the Securities Act, the Proposed Maximum Aggregate Offering Price with respect to the Shares underlying outstanding Options previously issued under the 2021 Incentive Plan is based on the weighted average exercise price of $3.56 of such Options outstanding as of May 31, 2022.

(6) Represents restricted Shares previously issued under the 2021 Incentive Plan and registered for resale.

(7) Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the Proposed Maximum Aggregate Offering Price with respect to the restricted Shares previously issued under the 2021 Incentive Plan and registered for resale is calculated as the product of 281,250 Shares multiplied by the average of the high and low prices for the  Shares as reported on the TSXV May 31, 2022.

(8) Pursuant to Rule 457(h) under the Securities Act, the Proposed Maximum Aggregate Offering Price with respect to the Shares underlying outstanding Options previously issued under the 2021 Incentive Plan and registered for resale is based on the weighted average exercise price of $3.56 of such Options outstanding as of May 31, 2022.

(9) Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the Proposed Maximum Aggregate Offering Price with respect to the Shares underlying outstanding Restricted Stock Units previously issued under the 2021 Incentive Plan and registered for resale, is calculated as the product of 1,352,281Shares underlying outstanding Restricted Stock Units multiplied by the average of the high and low prices for the Shares as reported on the TSXV on May 31, 2022.

(10) Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the Proposed Maximum Aggregate Offering Price with respect to the Shares underlying outstanding Deferred Share Units previously issued under the 2021 Incentive Plan and registered for resale, is calculated as the product of 226,335 Shares underlying outstanding Deferred Share Units multiplied by the average of the high and low prices for the Shares as reported on the TSXV on May 31, 2022.