Voluntary Pooling Agreement

Note that, except in cases where they are missing and untraceable owners or minor changes to existing pool orders, we usually issue an application notification as soon as a request is received. The notice of application is sent directly to the parties interested in the oil or gas rights underlying the DSU. Some shareholders (the « applicable shareholders ») of Bevo and Sun Pharm have entered into a voluntary pooling agreement (the « pooling agreement »), According to the 111,558,446 shares of Bevo or Sun Pharm, which will account for approximately 60% of Zenabis` outstanding assets after the close of the RTO transaction, landowners may find that they are subject to two types of pooling on their land. The first and perhaps best situation is voluntary pooling. During voluntary pooling, the landowner gives free consent to pooling and can benefit from the inclusion of various provisions in the pooling clause. Reading the pooling clause in the area of oil and gas leasing may indicate that the clause sometimes confers unlimited rights on the production company for the pooling of leased land. Therefore, with respect to rental conditions, it is wise to set the area to be consolidated in the leased areas at the minimum area required for drilling authorization. The landowner should review the description of the production company and the extent of the proposed acreage, which must be summarized in the pooling clause. When a legal area is defined, the owner must limit the area to that minimum area. If there is no limit on the number of hectares to be included in the pool, the production company could extend the coverage area to the entire rental area without restriction. Both types of pooling can change the interpretation of the lease and the application of the leasing provisions. Before signing a lease, landowners can and must insert a Pugh clause in the lease to protect their interests and leased land.

The De Pugh clause stipulates that the lease expires in all non-producing areas when the primary term ceases or ceases. The owner of the land should also read and understand all the terms of the lease before signing the lease. The landowner should negotiate as efficiently as possible before the lease is signed. A landowner cannot prevent a legal consolidation; However, voluntary amalgamation can increase landowners` rights and reduce landowner conditions to a more satisfactory level. The order ensures that each DSU owner shares the costs and revenues associated with a DSU well. We also provide regulatory oversight to resolve pooling issues, allowing each owner to guarantee their share of oil and gas in each pool. The bundled securities may only be transferred with the Commission`s agreement, the ceding agreement to be linked to the pooling agreement and not to violate the terms of the TSXV-Treuhand and Seed Share Resale restrictions imposed by TSXV. Counterparties recognize that pooled securities may also be subject to trust or seed share resale restrictions imposed by TSXV and may result in a restriction on the sale of Pooled Securities.

The pooling agreement does not limit shareholders applicable to the exercise of voting rights attached to their pooled securities.