Dear Fellow Shareholders,
We are writing to you as a group of concerned shareholders (the "Concerned Shareholders") including Mr. Tim de Freitas and other former management individuals (the "Former Executives") of Tuktu Resources Ltd. ("Tuktu" or the "Company") who have invested capital, time and effort into the Company from its earliest restructuring and recapitalization stages through to today. Like you, we have been deeply invested in the long term success of the Company and in seeing your capital properly stewarded towards the Company's full realization of its key assets and ultimate growth potential.
The upcoming Special Meeting represents an important choice for the shareholders of Tuktu (the "Shareholders"), between the narrative of the board of directors of the Company (the "Board") specifically constructed to remove and then undermine the Former Executives, and the broad based Shareholder support in favour of the Former Executives, and the technical team responsible for the acquisition and strategic development of the Company's key assets, continuing to lead Tuktu.
Why Shareholders Requisitioned This Meeting
The Concerned Shareholders did not choose to support the requisition of the Meeting lightly, but they believe strongly that Shareholders would prefer Tuktu be governed by a Board that:
demonstrates strategic understanding of the Company's assets;
supports strong and experienced management team for the Company; and
is aligned with Shareholders on intelligent capital allocation and targeted exploitation of the Company's high potential assets.
The Board's Position
Unfortunately, the Company's Management Information Circular (the "Management Circular") recently distributed by the Board contains numerous statements that are factually incorrect, misleading by omission, or materially oversimplified, particularly in relation to the Company's recent history, technical strategy and cost disclosures under the Former Executives. These statements risk obscuring, rather than illuminating, the real issues Shareholders must evaluate.
We outline our position in further detail below, but put simply, the Board is trying to suggest that a single operational outcome is a reflection on the Company's overall strategy, rather than a result inherent in risky exploration activities. The Board then rashly responded by removing the experienced team that specifically assembled the Company's assets, to place the Company's future in unfamiliar and frankly, untested hands.
In its communications with Shareholders, among other misstatements, the Board has:
Overstated the cost of the 16-20 well by $2.3 million dollars;
Understated the in depth and ongoing communication received from the Former Executives during the 16-20 project;
Wilfully ignored their own involvement in the Company's strategic decision making to date; and
Vastly underestimated the technical learning curve associated with the Company's assets and the Former Executive's comprehensive strategy associated with those assets.
These issues are further compounded when looking at the Board's proposed corporate strategy. The Management Circular presents standard operating activities of the Company as strategic and novel pursuits. The reality is that these proposed actions are already being undertaken and do not result in any material strategic shift for the Company. The Board proposes to:
Divest of Uneconomic Assets.
These assets were initially included in a package of more attractive assets targeted by the Former Executives. They have negligible, if not negative, value, and attempts to sell these assets should not be seen as anything more than standard practice for the Company.
Reduce the Company's asset retirement obligations.
Again, responsible management of these obligations should be considered standard practice for any oil and gas exploration company. Given Tuktu's limited capital, available funds are better allocated to accretive activities such as further exploration, which could act to enhance Shareholder value rather that just offset existing liabilities. Advancing retirement obligations only serves to make the remaining assets more attractive in a third party sale and does not focus on improving Shareholder value.
Focus on the Monarch Banff Oil Play.
While a vertical well is an option for further exploration of this asset, it is only one component of a more comprehensive strategy that should be utilized when dealing with more complex fracture-controlled reservoirs. If, as appears to be the case, additional exploration options are not considered, Tuktu would effectively be drilling with one hand tied behind its back, significantly increasing the likelihood of future failed endeavours and reduced asset value.
Why Change Is Needed Now
The Concerned Shareholders, along with other interested shareholders, executed the Shareholder Requisition dated October 20, 2025 (the "Requisition"), which supports the removal of the Board and replacement with Mr. Tim de Freitas, Mr. Timur Ganiev, Mr. Don Hamilton and Mr. Jim Masikewich (the "Shareholder Nominees").
Approximately 31% of the Company's shareholders supported the Requisition at the time it was signed. This is clearly a significant portion of Shareholders who strongly felt that the Board's proposed sudden new direction was not in line with the founding intention of Tuktu and was made without the support of the majority of Shareholders. Without the near term opportunity to voice these concerns at the Meeting, it can be expected that the Board will continue on their outlined path to strip the Company of its resources and make material expenditures that do not properly prove the potential of Tutku's key assets as envisioned by the Former Executives.
The Shareholder Nominees are not proposing a radical departure from Tuktu's previous strategy that has long been communicated to Shareholders. Rather, they are bringing continuity of asset understanding, capital discipline and technical experience; and combine that with a continued commitment to transparent disclosure and shareholder alignment.
The Board has tried to paint these actions as an attempt to redress personal grievances of the Former Executives. The Company and its asset composition were purposely built by the Former Executives with their particular skills and experience in mind. A large number of Shareholders decided to place their trust in these individuals and their expertise dealing with these types of fracture-controlled reservoirs. We believe they are best placed to exploit these unique assets and lead Tuktu on a strong upward growth trajectory, as they have done with similar assets in the past. The Board's counterproductive actions have only served to jeopardize that path. Shareholders now have the opportunity to correct that mistake.
HOW TO VOTE
The Concerned Shareholders recommend strongly that the Shareholders:
Vote FOR the Dissident Resolution
Vote AGAINST the Director Removal Resolution
In order to vote your shares of Tuktu, please review shareholder voting requirements in the Management Circular and complete the Form of Proxy for the Meeting sent to you along with the Management Circular.
For your vote in favour of the Dissident Resolution to count you must:
vote FOR the Dissident Resolution in the proxy; and
WRITE in the name of your proxy holder.
The Concerned Shareholders recommend you appoint Tim de Freitas as your proxy holder. If you fail to write a name in for your proxy holder, by default, your vote will count against the Dissident Resolution.
The Concerned Shareholders believe this is the only way to return to the Company to a path which leads to exploiting the Company's key assets and maximizing shareholder value. This was the initial vision of Tuktu's founders and many of its Shareholders, which has been impeded by current Board actions.
We ask for your support.
COMPREHENSIVE FACTUAL OVERVIEW
The Concerned Shareholders have reviewed the Management Circular and believe the Board and Chair misunderstand the technical challenges of assembling assets along several new plays and to develop such plays, with the majority of initial capital sourced from "friends and family" and from previous institutional investors that have supported the team through several successful junior oil and gas companies.
Background
Tuktu originated as a restructuring and recapitalization opportunity of a public mining exploration company founded by Mr. Gord Dixon. Mr. Dixon committed significant personal time and capital to support the transition along with the Former Executives in building the Company. While he was still a director, Mr. Dixon passed away. His daughter, Ms. Kathleen Dixon inherited his large ownership stake but not his commitment or shared understanding of the direction of the Company.
From the outset, Tuktu's team focused on naturally fractured foothills and deep basin oil and sweet gas opportunities to deliberately avoid crowded, capital-intensive plays such in more conventional heavy oil fairways. While available capital was limited, the Company successfully raised blind-pool capital through previous institutional and private investors and deployed it opportunistically to acquire assets at attractive valuations, creating a balanced portfolio of gas and oil opportunities with notable resource upside. During this time, Tuktu assembled three key assets in the southern Alberta deep basin and foothills (sweet foothills oil; sweet high-netback gas with a 100% owned gas plant, and Monarch deep basin light oil and associated sour solution gas).
Upper Banff Zone
Tuktu then raised another round of capital through friends and family and recompleted the upper Banff zone. The Management Circular states that this was part of the $10 million financing, which is simply not the case. The upper Banff zone was recognized very early in the review of asset by the Former Executives and previous geologists. It was not delivered to the Company by a third party, as asserted in the Management Circular.
The Company struggled to raise cash at this time, but friends and family stepped in, along with select institutions, which allowed us to follow through on execution of a single recompletion of the upper Banff bypass pay zone. The zone was of low porosity and the risked production outcome was estimated to be about 50-80 bbl/d. Fortunately, under the guidance of the Former Executives, results significantly exceeded expectations.
Subsequent production decline and pressure data from the offset horizontal well indicated that the play was largely fracture enhanced. As described further below, the areal extent of deep-water sandstone is more complex than previously assumed. The exceptional vertical well recompletion result supported a robust financing of $10 million, with which investors expected the Former Executives to execute at least one horizontal exploration offset well, At the time, the upper Banff was still very much exploratory, with questionable seismic imaging characteristics and only a few well penetrations over a large area. Such exploration plays typically have a success case 10-30%. Now that the well has been drilled and the exploration risk profile is realized, the Former Executives been unceremoniously removed from the Company for doing what was expected of them. However, as explained below, future redrills of the upper Banff will need a particular emphasis of fracture fairways, with which the current team has spent most of their careers exploiting in very complex foothills areas, domestically and internationally.
Horizontal offset well to the new pool
In our view, the Management Circular shows the lack of understanding of the Board in the inherent subsurface complexity of fracture-controlled reservoirs or the unpredictable nature of fracture intersection while drilling. These technical challenges are well understood within the industry and are an accepted risk in developing new plays. We believe the Former Executives approached this play informed by a proven track record of successful conventional heavy oil, gas and light oil discoveries in the foothills and other regions.
Contrary to what was stated in the Management Circular, Tuktu planned the well using newly purchased high resolution and reprocessed seismic lines, the heel of the well was nearby (350 m) the vertical discovery and less than this distance from a high quality seismic line, and the toe of the well was within ~100 m of another seismic line. Seismic modeling was completed to show that the zone was unlikely to be seen in available high resolution seismic profiles due to it being approximately 2.5 m to 5 m thick. The reservoir thickness is beyond seismic resolution in available trade data. This is a fact.
Technical professionals across the industry understand that fracture or structural fairways are not readily visible on most seismic data, particularly in structurally complex areas, and can only be properly delineated through drilling efforts and associated drilling-geosteering technologies. To this end, Tuktu employed industry leading structural geosteering software, which included depth converted seismic data, and at-bit geophysical data to navigate within, and successfully land in, the low permeability reservoir. This was not "drilling blind". There was no available 3D for the drilling program and Tuktu utilized the best portion of the seismic trade dataset to help guide drilling, again in contrast to what was stated in the Management Circular.
During the decision making process, the Former Executives ensured the Board was kept abreast of the technical reasoning and proposal for upcoming exploration. A 3D acquisition in this area was expected to cost millions of dollars and would still not have guaranteed an improved understanding of the reservoir structure. Working with all available data, the horizontal well was drilled in a northern orientation towards an offset well showing the presence of an oil charged siltstone in drill cuttings.
Assertions that the well was drilled "out of zone" greatly oversimplify the nature and the risk of exploratory drilling. In actuality, the reservoir facies changed from sandstone rich and 5 m thick at the vertical producer to 2.5 m thick with very little sandstone content through much of the horizontal, despite successfully landing in the correct stratigraphic interval. We believe that Shareholders who invested in the technical strategy understood that risk and supported a delineation driven approach to advancing the play. Even in established resource plays that rely on hydraulic stimulation, multiple wells are typically required to optimize results. Despite exposing hundreds of meters of the upper Banff reservoir and an emplacement of tons of frac-sand, the well underperformed compared to the meager 5 m of open reservoir in the vertical well, a well deliverability contrast that is clearly due to the presence of natural fractures.
These results, and their implications, were communicated to the Board through multiple presentations and technical discussions prior to the termination of the Former Executives. We believe Tuktu and the Former Executives fully executed their mandate, delivering the project within 10% of the approved AFE despite extremely challenging winter operating conditions.
The costs represented by the Board in the Management Circular "the 16-20 well was drilled and completed with a final cost of close to $7 million", are not an accurate representation of the true costs incurred by the Company on the project. See below chart of actual costs as presented to the Board. The Concerned Shareholders further note that all operations were presented to, and approved by, the Board prior to expenditure. We are uncertain why it was felt necessary that these costs be exaggerated in the Management Circular by more than $2.3 million dollars, other than as a way to discredit the former technical team and mislead Shareholders.
We believe much of the provided commentary in the Management Circular is either false or misleading. Specifically, it is inaccurate to state that the team was primarily focused on acquiring deep sour gas in the foothills, when, in reality, the Company's only sour gas holdings are associated with oil assets located at Monarch.
The Management Circular references a "new" strategy for the reduction of Asset Retirement Obligations (ARO), which is also incorrect. The reduction of ARO has consistently been a core component of the Former Executive's strategy and is not a recent development. Given limited cashflow, addressing ARO obligations were justifiably delayed to focus on revenue generating activities.
Additionally, the Management Circular suggests that the Former Executives were focused on acquiring shallow gas assets. In fact, these shallow gas assets were "bolted on" to the main gas acquisition by the vendor. Their appeal was their low decline and long reserve life, supporting stable gas production. Despite concerted efforts to sell, swap, or repurpose these marginal assets, no successful outcomes were yet achieved. These assets have been offered for a nominal amount, but were not attractive to other parties due to the associated surface rental costs. Divesting the shallow gas is not a new strategy, nor is it possible to divest these assets as part of a "new direction" given prior attempts to divest.
It is important to highlight that the acquisition of the gas assets played a pivotal role in closing the Monarch transaction with the same vendor, and both transactions were completed concurrently. Without the gas assets, the company would not have qualified for preferential regulatory treatment from the Alberta Energy Regulator (the "AER"), resulting in reduced security deposit requirements. This favourable regulatory outcome enabled management to negotiate a vendor backed, interest free loan, which was applied toward the AER security deposit and ultimately facilitated the successful closing of both the Monarch and gas asset acquisitions.