Form 8-K

8-K — Ovintiv Inc.

Accession: 0000950142-26-002834

Filed: 2026-10-26

Period: 2026-10-26

CIK: 0001792580

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — eh260846976_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (eh260846976_ex0201.htm)

EX-99.1 — EXHIBIT 99.1 (eh260846976_ex9901.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 26, 2026

Ovintiv Inc.

(Exact name of Registrant

as Specified in Its Charter)

Delaware

001-39191

84-4427672

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

Suite 1700, 370 17th Street

Denver, Colorado

80202

(Address of Principal

Executive Offices)

(Zip Code)

(303) 623-2300

(Registrant’s

Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former

Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

OVV

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

ITEM 1.01 Entry into a Material Definitive Agreement.

On October 26, 2026, Ovintiv Inc. (“Ovintiv”), Ovintiv

Canada ULC, a wholly-owned subsidiary of Ovintiv (“Ovintiv Canada” and, together with Ovintiv, the “OVV Parties”),

Logan Energy Corp., a corporation organized and existing under the laws of the Province of Alberta, Canada (“Logan”), and

Logan Oil Corp., a corporation organized and existing under the laws of the Province of Alberta, Canada and a wholly-owned subsidiary

of Logan (“Newco”), entered into an Arrangement Agreement, dated as of October 26, 2026 (the “Arrangement Agreement”),

pursuant to which, on the terms and subject to the conditions set forth therein, Ovintiv has agreed to acquire Logan in an all-cash transaction,

subject to satisfaction of certain closing conditions. The transaction will be effected by way of an arrangement (the “Arrangement”)

under the Business Corporations Act (Alberta) in accordance with the plan of arrangement attached to the Arrangement Agreement

(the “Plan of Arrangement”).

The board of directors of Ovintiv has unanimously approved the Arrangement

Agreement and the Arrangement. The board of directors of Logan, acting upon the unanimous recommendation of a special committee of independent

directors of Logan, has unanimously approved the Arrangement Agreement and the Arrangement.

Under the terms and conditions of the Arrangement Agreement, Ovintiv

Canada will acquire all of the issued and outstanding common shares of Logan (the “Logan Common Shares”), and each Logan shareholder

(other than Logan shareholders who validly exercise dissent rights in connection with the Arrangement) will receive from Ovintiv Canada

C$1.40 in cash per Logan Common Share. Prior to the acquisition of the Logan Common Shares by Ovintiv Canada, Logan will complete a reorganization

pursuant to which, among other things, certain assets of Logan will be conveyed to Newco and Newco will acquire Andora Energy Corporation

(the “Newco Reorganization”). Pursuant to the Plan of Arrangement, immediately prior to the acquisition of the Logan Common

Shares by Ovintiv Canada, all of the common shares of Newco and non-transferable warrants to acquire additional common shares of Newco

(collectively, the “Newco Securities”) will be distributed to Logan shareholders on a pro rata basis. Ovintiv will not acquire

Newco or the Newco Securities in connection with the Arrangement.

The Arrangement Agreement provides that the closing of the Arrangement

is subject to the satisfaction or waiver of customary closing conditions, including, among others, (a) the accuracy of the representations

and warranties of each party (subject to specified materiality standards and customary qualifications), (b) compliance by each party with

their respective covenants (subject to specified materiality standards and customary qualifications), (c) the approval of the Arrangement

by at least 66 2/3% of the votes cast by Logan shareholders and, if required under applicable Canadian securities laws, a simple majority

of the votes cast by Logan shareholders excluding the votes required to be excluded under Multilateral Instrument 61-101 (the “Logan

Requisite Shareholder Approval”), at a special meeting of Logan shareholders (the “Logan Shareholder Meeting”), (d)

the approval of the Arrangement by the Court of King’s Bench of Alberta, (e) approval under the Competition Act (Canada)

(the “Competition Act Approval”) and (f) in the case of the obligations of the OVV Parties, (i) the completion of the Newco

Reorganization and (ii) holders of not greater than 5.0% of the outstanding Logan Common Shares having validly exercised dissent rights.

The OVV Parties may, in their sole discretion, waive the condition relating to the completion of the Newco Reorganization.

The OVV Parties and Logan have made customary representations and

warranties in the Arrangement Agreement. The Arrangement Agreement also contains customary covenants and agreements, including, among

others, covenants and agreements relating to (a) Logan conducting business in the ordinary course, (b) Logan convening the Logan Shareholder

Meeting for the purpose of obtaining the Logan Requisite Shareholder Approval and (c) the efforts of the parties to cause the Arrangement

to be completed, including obtaining the Competition Act Approval.

The Arrangement Agreement also provides for certain

termination rights for the OVV Parties and Logan, including, among others (and subject to certain exceptions in each case), (a) by

mutual written consent of the OVV Parties and Logan, and (b) by either the OVV Parties or Logan, if (i) a final non-appealable

governmental order has been issued prohibiting the Arrangement, (ii) the Logan Requisite Shareholder Approval shall not have been

obtained, (iii) such party’s respective conditions to closing have not been satisfied or are not capable of being satisfied on

or before February 26, 2027 (the “Arrangement Outside Date”) or (iv) the Arrangement has not closed by the Arrangement

Outside Date, provided however that if the Competition Act Approval has not been obtained by the Arrangement Outside Date, either

party may elect to extend the Arrangement Outside Date by up to two one-month periods. The OVV Parties may also terminate the

Arrangement Agreement if a material adverse effect with respect to Logan has occurred which is incapable of being cured on or before

the Arrangement Outside Date.

The Arrangement Agreement includes customary deal protection provisions,

including fiduciary-out provisions, non-solicitation covenants and rights to match any superior proposal. A termination fee in the amount

of C$44 million is payable by Logan to Ovintiv Canada in certain circumstances, if the Arrangement Agreement is terminated. In addition,

an expense reimbursement in the amount of C$5 million is payable by Logan to Ovintiv Canada if the Arrangement Agreement is terminated

in specified circumstances relating to the failure to complete the Newco Reorganization.

The representations, warranties and covenants contained in the Arrangement

Agreement have been made solely for the benefit of the parties thereto, subject to certain exceptions. In addition, such representations,

warranties and covenants (a) have been made only for purposes of the Arrangement Agreement, (b) are subject to materiality qualifications

contained in the Arrangement Agreement which may differ from what may be viewed as material by investors, (c) were made only as of the

date of the Arrangement Agreement or such other date as is specified in the Arrangement Agreement and (d) have been included in the Arrangement

Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as fact. Investors should

not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts

or condition of the parties to the Arrangement Agreement or any of their respective subsidiaries or affiliates. Moreover, information

concerning the subject matter of the representations and warranties may change after the date of the Arrangement Agreement, which subsequent

information may or may not be fully reflected in Ovintiv’s public disclosures.

The foregoing description of the Arrangement Agreement and the Arrangement

does not purport to be complete and is subject to and qualified in its entirety by reference to the copy of the Arrangement Agreement

attached hereto as Exhibit 2.1 and incorporated herein by reference.

ITEM 7.01 Regulation FD Disclosure.

On October 26, 2026, Ovintiv issued a news release announcing

the entry into the Arrangement Agreement. A copy of the news release is furnished as Exhibit 99.1 to this report and incorporated herein

by reference.

The information in Item 7.01 of this Current Report on Form 8-K

and Exhibit 99.1 attached hereto are being furnished and, along with information contained on Ovintiv’s website (or linked therein

or otherwise connected thereto), shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of

1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing

under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Form 8-K contains forward-looking statements or information

(collectively, “forward-looking statements”) within the meaning of applicable securities legislation, including Section 27A

of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”). All statements, except for statements of historical fact, that relate to the Arrangement and

the anticipated future activities, plans, strategies, objectives or expectations of Ovintiv are forward-looking statements. When used

in this Form 8-K, the use of words and phrases including “anticipates,” “believes,” “estimates,” “expects,”

“intends,” “maintain,” “may,” “plans,” “potential,” “strategy,”

“targets,” “will,” “would” and other similar terminology is intended to identify forward-looking statements,

although not all forward-looking statements contain such identifying words or phrases.

The forward-looking statements included in this Form 8-K

involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors

should not place undue reliance on forward-looking statements as a prediction of actual results. Ovintiv has based these

forward-looking statements on current expectations and assumptions about future events, including Ovintiv’s ability to

consummate any pending acquisition or divestment transactions (including the transactions described herein); Ovintiv’s ability

to integrate acquired assets and businesses and the timing thereof; the satisfaction of customary closing conditions and obtaining

key regulatory, court and Logan shareholder approvals; the ability of Ovintiv to access credit facilities, debt and equity markets

and other sources of liquidity to fund operations or acquisitions and manage debt (including to consummate the transactions

described herein); and the other assumptions contained herein. Risks and uncertainties with respect to the proposed transactions

described herein include, among other things, the risk that the proposed transaction may not be completed in a timely basis or at

all, which may adversely affect Ovintiv’s and Logan’s businesses and the price of their respective securities; the

effect of the announcement, pendency or completion of the proposed transaction on the market price of Ovintiv’s and

Logan’s stock or the ability of each of Ovintiv and Logan to attract, motivate, retain and hire key personnel and maintain

relationships with others whom they do business; that the proposed transaction may divert management’s attention from each of

Ovintiv’s and Logan’s ongoing business operations; the risk of any legal proceedings related to the proposed transaction

or otherwise, including resulting expense or delay; the occurrence of any event, change or other circumstance that could give rise

to the termination of the definitive agreement for the transaction, including in circumstances which would require payment of a

termination fee; the risk that restrictions during the pendency of the proposed transaction may impact Ovintiv’s or

Logan’s ability to pursue certain business opportunities or strategic transactions; risks associated with third party

contracts containing consent and/or other provisions that may be triggered by the proposed transaction; the risk that the

anticipated benefits and synergies of the proposed transaction may not be fully realized or may take longer to realize than

expected; risks relating to the completion of the Newco Reorganization and the distribution of the Newco Securities; and the risk

that the integration of Logan’s business post-closing may not occur as anticipated. While Ovintiv considers these expectations

and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other

risks and uncertainties, many of which are difficult to predict and beyond Ovintiv’s control. Additional risks and

uncertainties that may affect the operations, performance and results of Ovintiv’s business and forward-looking statements

include, but are not limited to, those set forth in Item 1A. “Risk Factors” of Ovintiv’s most recent Annual Report

on Form 10-K and Quarterly Report on Form 10-Q, and other risks and uncertainties impacting Ovintiv’s business as described

from time to time in Ovintiv’s other periodic filings with the SEC or Canadian securities regulators.

Although Ovintiv believes the expectations represented by its forward-looking

statements are reasonable based on the information available to it as of the date such statements are made, forward-looking statements

are only predictions and statements of Ovintiv’s current beliefs and there can be no assurance that such expectations will prove

to be correct. All forward-looking statements contained in this Form 8-K are made as of the date of this Form 8-K and, except as required

by law, Ovintiv undertakes no obligation to update publicly or revise any forward-looking statements. The forward-looking statements contained

or incorporated by reference in this Form 8-K, and all subsequent forward-looking statements attributable to Ovintiv, whether written

or oral, are expressly qualified by these cautionary statements.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Exhibit Description

Exhibit 2.1*

Arrangement Agreement, dated as of October 26, 2026, by and among Ovintiv Inc., Ovintiv Canada ULC, Logan Energy Corp. and Logan Oil Corp.

Exhibit 99.1

News Release of Ovintiv Inc., dated October 26, 2026.

Exhibit 104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain annexes, schedules and exhibits have been omitted pursuant

to Item 601(a)(5) of Regulation S-K. Ovintiv Inc. hereby undertakes to furnish supplemental copies of any of the omitted annexes, schedules

and exhibits upon request by the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,

the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 26, 2026

OVINTIV INC.

(Registrant)

By:

/s/ Dawna I. Gibb

Name:

Dawna I. Gibb

Title:

Assistant Corporate Secretary

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: eh260846976_ex0201.htm · Sequence: 2

EXHIBIT 2.1

OVINTIV INC.

and

OVINTIV CANADA ULC

and

LOGAN ENERGY CORP.

and

LOGAN OIL CORP.

ARRANGEMENT

AGREEMENT

Dated as

of October 26, 2026

TABLE OF CONTENTS

Page

ARTICLE 1 INTERPRETATION

1.1

Definitions

1.2

Interpretation Not Affected by Headings, etc.

1.3

Number, etc.

1.4

Date for Any Action

1.5

Entire Agreement

1.6

Currency

1.7

Accounting Matters

1.8

Disclosure in Writing

1.9

References to Legislation

1.10

Knowledge

1.11

No Strict Construction

1.12

Schedules

ARTICLE 2 THE ARRANGEMENT AND MEETING

2.1

Plan of Arrangement

2.2

Logan Board Recommendation

2.3

Circular and Meeting

2.4

Court Proceedings

2.5

Effective Date

2.6

Payment of Consideration

2.7

Logan Employee Matters

2.8

Treatment of Logan Incentives

2.9

Applicable U.S. Securities Laws

2.10

Income Tax Matters and Withholdings Obligations

2.11

Treatment of Logan Warrants

ARTICLE 3 COVENANTS AND ADDITIONAL AGREEMENTS

3.1

Covenants of Parent and Purchaser Regarding Conduct

3.2

Conduct of Business of Logan

3.3

Covenants Regarding the Arrangement

3.4

Additional Covenants of Parent and Purchaser

3.5

Additional Covenants of Logan

3.6

Competition Act Approval

3.7

Sufficiency of Funds

3.8

Parent Guarantee

3.9

Newco Transactions

3.10

Newco Transaction Warrants and Listing

3.11

Newco Indemnity

3.12

Covenants of Newco

3.13

Non-Competition

3.14

Non-Solicitation

3.15

Restrictive Covenants

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

4.1

Representations and Warranties of Parent and Purchaser

4.2

Investigation

4.3

Disclaimer

4.4

Survival of Representations and Warranties

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF LOGAN AND NEWCO

5.1

Representations and Warranties of Logan

5.2

Representations and Warranties of Newco

5.3

Investigation

5.4

Disclaimer

5.5

Survival of Representations and Warranties

ARTICLE 6 CONDITIONS PRECEDENT

6.1

Mutual Conditions Precedent

6.2

Additional Conditions to Obligations of Parent and Purchaser

6.3

Additional Conditions to Obligations of Logan

6.4

Notice and Cure Provisions

6.5

Merger of Conditions

ARTICLE 7 ADDITIONAL AGREEMENTS

7.1

Covenants Regarding Non-Solicitation

7.2

Purchaser Disposition of Rights

7.3

Purchaser Expense Reimbursement

7.4

Quantum of Purchaser Termination Amount and Specific Performance

7.5

Fees and Expenses

7.6

Access to Information; Confidentiality

7.7

Insurance and Indemnification

7.8

Financial Advisors

7.9

Privacy Issues

ARTICLE 8 AMENDMENT

8.1

Amendment

ARTICLE 9 TERMINATION

9.1

Termination

9.2

Notice and Effect of Termination

9.3

Waiver

ARTICLE 10 NOTICES

10.1

Notices

ARTICLE 11 GENERAL

11.1

Binding Effect

11.2

Assignment and Enurement

11.3

Disclosure

11.4

Severability

11.5

Further Assurances

11.6

Time of Essence

11.7

Governing Law

11.8

Specific Performance

11.9

Third Party Beneficiaries

11.10

Counterparts

SCHEDULES

Schedule "A"

Plan of Arrangement

Schedule "B"

Forms of Logan Transaction Resolution and Newco Resolutions

Schedule "C"

Representations and Warranties of Parent and Purchaser

Schedule "D"

Representations and Warranties of Logan

Schedule "E"

Representations and Warranties of Newco

Schedule "F"

Form of Conveyance Agreement

Schedule "G"

Restricted Area Map

Schedule "H"

Transition Services Agreement

iii

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT dated the 26th day of October,

2026

AMONG:

OVINTIV INC., a corporation existing under the laws of the

State of Delaware ("Parent")

- and -

OVINTIV CANADA ULC, a corporation existing under the laws

of the Province of British Columbia ("Purchaser")

- and -

LOGAN ENERGY CORP., a corporation existing under the laws

of the Province of Alberta ("Logan")

- and -

LOGAN OIL CORP., a corporation existing under the laws of

the Province of Alberta ("Newco")

WHEREAS Parent, Purchaser and Logan wish to complete a transaction

involving the acquisition by Purchaser of all the issued and outstanding Logan Shares in accordance with the terms set out herein;

AND WHEREAS Newco is a wholly-owned subsidiary of Logan which

will complete the Newco Transactions, and the Parties wish that, as part of the Arrangement and immediately prior to the acquisition of

the Logan Shares by Purchaser, the Newco Shares and the Newco Transaction Warrants be distributed to the Logan Shareholders;

AND WHEREAS Parent, Purchaser and Logan wish to carry out

the transactions contemplated by this Agreement by way of a plan of arrangement of Logan under Section 193 of the ABCA;

AND WHEREAS the Parent Board, the Purchaser Board and the

Logan Board have each unanimously determined that it would be in the best interests of Parent, Purchaser and Logan, respectively, to enter

into this Agreement and to complete the transactions contemplated herein;

AND WHEREAS the Logan Board, acting upon the unanimous recommendation

of the Special Committee and upon, among other things, the advice of its Financial Advisor and legal advisors, has unanimously determined:

(i) that the Arrangement is fair to the Logan Shareholders; and (ii) to recommend that the Logan Shareholders vote in favour of the Logan

Transaction Resolution, the Newco Financing Resolution, the Newco Option Plan Resolution and the Newco Share Award Plan Resolution, and

that the holders of Logan Options, the holders of Logan RSAs and the holders of Logan Warrants vote in favour of the Logan Transaction

Resolution;

AND WHEREAS concurrently with the execution of this Agreement,

Purchaser has entered into the Logan Support Agreements with the Supporting Logan Shareholders, pursuant to which, among other things,

the Supporting Logan Shareholders have agreed, subject to the terms and conditions thereof, to vote their Logan Shares, Logan Options,

Logan RSAs and Logan Warrants, as applicable, in favour of the Logan Transaction Resolution;

AND WHEREAS the Parties have entered into this Agreement to

provide for the matters referred to in the foregoing recitals and for other matters related to the transactions herein provided for;

NOW THEREFORE in consideration of the covenants and agreements

herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties

covenant and agree as follows:

Article 1

INTERPRETATION

1.1 Definitions

Whenever used in this Agreement, including the preamble and recitals

hereto, unless there is something in the context or subject matter inconsistent therewith, the following defined words and terms have

the indicated meanings and grammatical variations of such words and terms have corresponding meanings:

"2026 Performance Bonus" has the meaning ascribed

thereto in Section 2.7(d);

"ABCA" means the Business Corporations

Act, RSA 2000, c B-9;

"Acquisition Proposal" means, other than the

transactions contemplated by this Agreement and other than any transaction involving only Logan and one or more of its wholly-owned subsidiaries,

any inquiry or the making of any proposal, expression of interest, or offer to Logan or to the Logan Shareholders, whether or not in writing

from, or public announcement of an intention by, any Person or group of Persons "acting jointly or in concert" within the meaning

of National Instrument 62-104 – Take-Over Bids and Issuer Bids (other than Purchaser, Parent or their respective affiliates)

which constitutes, or may reasonably be expected to lead to (in either case whether in one transaction or a series of transactions):

(a) a direct or indirect sale, issuance or acquisition of shares or other securities (including securities convertible into or exchangeable

or exercisable for shares or other securities) of Logan that, when taken together with the shares and other securities of Logan held by

the proposed acquiror and any Person acting jointly or in concert with such acquiror, represent 20% or more of any class of equity or

voting securities of Logan or rights or interests therein and thereto;

(b) a direct or indirect acquisition (or any lease, joint venture, acquisition of royalty interest, farm-in, farm-out, development agreement,

long-term supply agreement or other arrangement having the same economic effect as a purchase or sale) of any of the assets of Logan and/or

any of its subsidiaries (and, for greater certainty, assets shall include shares of subsidiaries owned by Logan) to which 20% or more

of Logan's revenues or earnings on a consolidated basis are attributable;

(c) an amalgamation, arrangement, merger, share exchange, business combination, consolidation, recapitalization, liquidation, dissolution,

winding up, reorganization or similar transaction involving Logan and/or any of its subsidiaries that collectively own assets (including,

for greater certainty, securities of any direct or indirect subsidiary of Logan) to which 20% or more of Logan's revenues or earnings

on a consolidated basis are attributable;

(d) a take-over bid, issuer bid, exchange offer, recapitalization, liquidation, dissolution, winding-up, reorganization or similar transaction

involving Logan and/or any of its

subsidiaries that, if consummated, would result in a Person or

group of Persons acting jointly or in concert with such Person acquiring beneficial ownership of, or exercising control or direction over,

20% or more of any class of equity or voting securities of Logan; or

(e) any other transaction, the consummation of which would or could reasonably be expected to impede, interfere with, prevent or delay

the Arrangement, or which would or could reasonably be expected to materially reduce the benefits to Parent or Purchaser on a consolidated

basis under the Arrangement;

"affiliate" means any Person that is affiliated

with another Person in accordance with the meaning of the Securities Act, provided, however, that for the purposes of this Agreement:

(i) prior to the Effective Time, Logan and Newco and each of their respective subsidiaries will be affiliates of one another; and (ii)

from and after the Effective Time, Logan and Newco will not be affiliates of one another, Logan's subsidiaries will not be affiliates

of Newco or any of Newco's subsidiaries, and Newco's subsidiaries will not be affiliates of Logan or any of Logan's subsidiaries, and

for greater certainty, from and after such time, Purchaser, Parent and their respective affiliates (including Logan) will not be affiliates

of Newco or any of Newco's subsidiaries;

"Agreement", "herein", "hereof",

"hereto", "hereunder" and similar expressions mean and refer to this Arrangement Agreement (including

the Schedules hereto) as supplemented, modified or amended, and not to any particular article, section, schedule or other portion hereof;

"Agreement Date" means October 26, 2026;

"Andora" means Andora Energy Corporation,

a corporation existing under the laws of the Province of Alberta and, following completion of the Andora Acquisition, a wholly-owned subsidiary

of Newco (or, following any amalgamation of Andora with Newco, Newco as the corporation continuing from such amalgamation);

"Andora Acquisition" means the acquisition

by Newco of all of the issued and outstanding shares of Andora from CanAsia Energy Corp. pursuant to the Andora SPA;

"Andora Amalgamation" means the amalgamation

of Newco and Andora under Section 184(1) of the ABCA pursuant to the Newco Reorganization, to be completed on January 1, 2027, with the

corporation continuing from such amalgamation to continue under the name of Newco;

"Andora Assets" means all of the assets, properties,

rights and interests of Andora, including its interests in the Sawn Lake area of Alberta and under the KIGAM Agreement (as defined in

the Andora SPA), whether held at the Andora Effective Date or acquired thereafter;

"Andora Effective Date" means August 1, 2026,

being the "Effective Date" under and as defined in the Andora SPA;

"Andora SPA" means the share purchase agreement

dated August 14, 2026 between Newco, as purchaser, and CanAsia Energy Corp., as vendor, in respect of the Andora Acquisition;

"Andora Transaction Agreements" means, collectively,

the Andora SPA, the conditional payment agreement dated August 14, 2026 among Newco, Andora and CanAsia Energy Corp., the deferred payment

guaranty delivered by Andora under the Andora SPA, the assignment of the KIGAM Agreement and any replacement parent company guarantee

delivered in connection therewith, and all other agreements, instruments, certificates and documents entered into or delivered in connection

with the Andora Acquisition, in each case as amended, supplemented or replaced from time to time;

"Anti-Corruption Laws" means, collectively,

the FCPA, the Corruption of Foreign Public Officials Act (Canada), the Money Laundering Laws and the rules and regulations under

any other Applicable Laws of any jurisdiction covering a similar subject matter;

"Applicable Canadian Securities Laws" means,

collectively, the Securities Act or similar statutes of each of the provinces and territories of Canada and the respective rules and regulations

under such laws, together with applicable published national, multilateral and local policy statements, instruments, notices and blanket

orders of the provinces and territories of Canada and all rules, by-laws and regulations governing the TSXV and the Toronto Stock Exchange;

"Applicable Laws" means, in any context that

refers to one or more Persons or its or their respective businesses, activities, properties, assets, undertakings or securities, the Laws

that apply to such Person or Persons or its or their respective businesses, activities, properties, assets, undertakings or securities

and emanate from a Governmental Authority having jurisdiction over the Person or Persons or its or their respective businesses, activities,

properties, assets, undertakings or securities and, for greater certainty, includes Applicable Canadian Securities Laws and Applicable

U.S. Securities Laws;

"Applicable U.S. Securities Laws" means, collectively,

federal and state securities legislation of the United States (including the U.S. Securities Act and the U.S. Exchange Act) and all rules,

regulations and bylaws governing the New York Stock Exchange;

"ARC" means an advance ruling certificate

issued by the Commissioner under Section 102 of the Competition Act;

"Arrangement" means the arrangement pursuant

to Section 193 of the ABCA, on the terms set out in the Plan of Arrangement, as supplemented, modified or amended in accordance with

the Plan of Arrangement or made at the direction of the Court in the Final Order, provided that such supplement, modification or amendment

is acceptable to the Parties, each acting reasonably;

"Articles of Arrangement" means the articles

of arrangement in respect of the Plan of Arrangement required under Section 193(4.1) of the ABCA to be filed with the Registrar after

the Final Order has been granted and all other conditions precedent to the Arrangement have been satisfied or waived, to give effect to

the Arrangement;

"Business Day" means any day, other than a

Saturday, Sunday or a statutory holiday in the Province of Alberta;

"Certificate" means the certificate or other

proof of filing to be issued by the Registrar pursuant to Section 193(11) of the ABCA in respect of the Articles of Arrangement;

"Circular" means the management information

circular of Logan to be sent by Logan to the Logan Shareholders, the holders of Logan Options, the holders of Logan RSAs and the

holders of Logan Warrants (and any other Persons required by

the Interim Order) in connection with the Meeting, together with any amendments thereto or supplements thereof;

"Commissioner" means the Commissioner of Competition

appointed under the Competition Act or any Person authorized to exercise the powers and perform the duties of the Commissioner of Competition

and includes the Commissioner's representatives where the context requires;

"Competition Act" means the Competition

Act, RSC 1985, c C-34;

"Competition Act Approval" means the occurrence

of one or more of the following, in respect of the transactions contemplated by this Agreement:

(a) the Commissioner shall have issued an ARC; or

(b) both: (i) either the waiting period has expired or been terminated by the Commissioner under Sections 123(1) or 123(2), respectively,

of the Competition Act, or the obligation to provide a pre-merger notification in accordance with Part IX of the Competition Act

has been waived by the Commissioner under Section 113(c) thereof; and (ii) unless waived by Purchaser at Purchaser's sole discretion,

the Commissioner shall have issued a No Action Letter, on terms and conditions satisfactory to Purchaser, acting reasonably;

"Confidentiality Agreement" means the confidentiality

agreement between Parent and Logan dated August 24, 2026, as amended from time to time;

"Consideration" means $1.40 in cash per Logan

Share or New Logan Share, as applicable, being the consideration payable pursuant to the Plan of Arrangement to a Person who is a Logan

Shareholder;

"Contract" means, with respect to a Party,

a contract, lease, instrument, note, bond, debenture, mortgage, agreement, arrangement or understanding, written or oral, to which such

Party, or any of its subsidiaries, is a party or under which such Party or any of its subsidiaries is bound, has unfulfilled obligations

or contingent liabilities or is owed unfulfilled obligations, whether known or unknown, and whether asserted or not;

"Conveyance" means the conveyance by Logan

to Newco of the Conveyed Assets, on the terms and conditions set out in the Conveyance Agreement;

"Conveyance Agreement" means the conveyance

agreement to be entered into between Logan and Newco prior to the Effective Time, substantially in the form attached as Schedule "F"

hereto, with such changes thereto as the Parties may agree, each acting reasonably;

"Conveyed Assets" means the assets of Logan

described in Schedule "F" and the Disclosure Letter that are to be conveyed by Logan to Newco pursuant to the Conveyance

Agreement;

"Court" means the Court of King's Bench of

Alberta;

"Data Room" means all documents made available

by Logan to Parent and its Representatives in the electronic data room accessible at Datasite, as it existed as of 12:00 p.m. (Calgary,

Alberta time) on October 23, 2026;

"Depositary" means the Person appointed by

the Parties in connection with the Arrangement for the purpose of receiving deposits of certificates formerly representing Logan Shares

and paying the Consideration and delivering the Newco Securities;

"Disclosing Party" has the meaning ascribed

thereto in Section 7.9(a);

"Disclosure Letter" means the disclosure letter

dated the Agreement Date from Logan to Parent and Purchaser;

"Dissent Rights" has the meaning ascribed

thereto in the Plan of Arrangement;

"Economic Sanctions" means the economic sanctions

administered by OFAC, Global Affairs Canada or Public Safety Canada or any Applicable Law or executive order relating thereto;

"EDGAR" means the Electronic Data Gathering,

Analysis and Retrieval System administered by the United States Securities and Exchange Commission;

"Effective Date" means the date the Arrangement

becomes effective in accordance with the ABCA;

"Effective Time" means the time on the Effective

Date at which the Articles of Arrangement are filed in accordance with Section 193(4.1) of the ABCA;

"Encumbrance" means any mortgage, pledge,

assignment, charge, lien, security interest, adverse interest in property, other third party interest or encumbrance of any kind whether

contingent or absolute, and any agreement, option, right or privilege (whether by Law, Contract or otherwise) capable of becoming any

of the foregoing and "Encumber" shall have the correlative meaning;

"Environment" means the natural components

of the earth and includes: (i) any land (including land surface or subsurface strata), soil or underground space, surface water, ground

water, body of water, sediment, and air (including all layers of the atmosphere); (ii) all organic and inorganic matter and living organisms;

(iii) the interacting natural systems that include components referred to in clauses (i) and (ii); (iv) the environment or natural environment

as defined in any Environmental Laws; and (v) any other environmental medium or natural resource, and includes indoor spaces;

"Environmental Laws" means, with respect to

any one or more Persons or its or their business, activities, property, assets or undertakings, all Laws relating to the Environment and

the protection of the Environment of the jurisdictions applicable to such Person or Persons or its or their business, activities, property,

assets or undertakings, including Laws relating to the storage, use, handling, manufacture, processing, labelling, transportation, treatment,

Release or disposal of, or exposure to, Hazardous Substances;

"Exercise Advance" has the meaning ascribed

thereto in Section 2.8(g);

"Exercise Agreements" means the agreements

to be entered into by Logan and each of the holders of Logan Options, Logan Warrants and Logan RSAs, in a form satisfactory to Purchaser,

acting reasonably, pursuant to which each such holder agrees to exercise or settle, as applicable, all of its Logan Options, Logan Warrants

and Logan RSAs before the Effective Time in accordance with the Plan of Arrangement (which exercise may be funded in whole or in part

by the Exercise Advance) in accordance with Sections 2.8 and 2.11;

"Extraordinary Written Consent" has the meaning

ascribed thereto in Section 2.1(c)(iv);

"Fairness Opinion" means

the opinion of National Bank Financial Inc., as financial advisor to the Special Committee and the Logan Board, to the effect that, as

of the date of such opinion, and subject to the assumptions made and limitations and qualifications included therein, the consideration

(being the Consideration, Newco Shares and Newco Transaction Warrants) to be received by Logan Shareholders pursuant to the Arrangement

is fair, from a financial point of view, to Logan Shareholders (other than directors and officers of Logan);

"FCPA" means the United States Foreign Corrupt

Practices Act of 1977;

"Final Order" means the order of the Court

approving the Arrangement pursuant to Section 193(4) of the ABCA, as such order may be affirmed, amended or modified by any court

of competent jurisdiction prior to the Effective Time, provided that any such amendment or modification is acceptable to both Logan and

Parent, each acting reasonably;

"Financial Advisor" means: (i) in the case

of Logan, National Bank Financial Inc.; and (ii) in the case of Parent, RBC Dominion Securities Inc.;

"Governmental Authority" means any: (i) domestic

or foreign, multinational, national, federal, territorial, provincial, state, regional, municipal or local government or governmental,

regulatory, legislative, executive or administrative authority, department, court, commission, board or tribunal, arbitral body, bureau,

ministry, agency, regulator, legislature or instrumentality or official, including any political subdivision thereof; (ii) quasi-governmental

or private body exercising regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (iii) any

stock exchange;

"Hazardous Substances" means all material,

substance and waste that is prohibited, listed, defined, designated, classified or regulated under or pursuant to any Environmental Laws,

including any pollutant, substance, dangerous substance, toxic substance, hazardous material, hazardous substance, waste, hazardous waste,

dangerous good or contaminant, whether natural or artificial, and all breakdown substances, and specifically including petroleum and all

derivatives thereof and synthetic substitutes therefor, asbestos or asbestos-containing materials in any form or condition, and polychlorinated

biphenyls;

"Hedging Transaction" means: (i) any transaction

which is a rate swap transaction, basis swap, forward rate transaction, commodity loan, commodity consignment, commodity lease, commodity

swap, commodity option, commodity purchase or sale (including, a forward Contract and whether settled by physical or financial delivery),

equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction,

floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, transaction to

buy, sell, borrow or lend securities or any other similar transaction (including any option with respect to any of these transactions);

and (ii) any derivative or combination of these transactions;

"IFRS" means International Financial Reporting

Standards issued by the International Accounting Standards Board;

"Independent Contractors" means those Persons

engaged by Logan to provide services to Logan, either in their personal capacity or through a corporation, and as disclosed in the Disclosure

Letter;

"Information Technology" means all: (i) computer,

information technology, data processing, and communications systems, components, facilities, and services, including all software, hardware,

networks, interfaces, platforms, databases and related data, switches, telecommunications equipment, operating systems, websites, website

content, links; and (ii) equipment relating to the transmission, storage, maintenance, organization, presentation, generation, processing,

or analysis of data and information, whether or not in electronic format;

"Intellectual Property Rights" means any right

or protection existing from time to time in any jurisdiction throughout the world, whether registered or not, under any patent Law or

other invention or discovery Law, copyright Law, industrial design Law, confidential information Law (including breach of confidence),

trade secret Law, trademark Law, rights in internet domain names, and any other industrial or intellectual property Laws, including all

registrations, applications for registration, divisionals and renewals for any of the foregoing (as applicable), legislation by competent

Governmental Authorities and judicial decisions under common law or equity, and rights and remedies against past, present, and future

infringement, misappropriation, or other violation of any such right or protection;

"Interim Order" means the interim order of

the Court concerning the Arrangement under Section 193(4) of the ABCA, containing declarations and directions with respect to the Arrangement

and the holding of the Meeting, as such order may be affirmed, amended or modified by any court of competent jurisdiction prior to the

Effective Time, provided that any such amendment or modification is acceptable to both Logan and Parent, each acting reasonably;

"ISDA" has the meaning ascribed thereto in

Section (aa)(ii)(D) of Schedule "D";

"Laws" means all laws (including, for greater

certainty, common law), statutes, regulations, by-laws, rules, Orders, ordinances, protocols, codes, guidelines, notices and directions

(in each case having the force of law) enacted, promulgated, enforced, issued or entered by a Governmental Authority (including all Applicable

Canadian Securities Laws and all Applicable U.S. Securities Laws) and the terms and conditions of any grant of approval, permission, judgment,

decision, ruling, award, authority or license of any Governmental Authority or self-regulatory authority;

"Logan" means Logan Energy Corp., a corporation

existing under the laws of the Province of Alberta;

"Logan Balance Sheet" has the meaning ascribed

thereto in Section (gg)(i) of Schedule "D";

"Logan Bilateral Credit Facility" means the

amended and restated offering letter dated March 18, 2024 between Logan and National Bank of Canada, as the same may be amended, restated,

supplemented or modified from time to time;

"Logan Board" means the board of directors

of Logan;

"Logan Board Recommendation" has the meaning

ascribed thereto in Section 2.2(a);

"Logan Capital Program" means the capital

program of Logan set out in the Disclosure Letter;

"Logan Credit Agreement" means the third amended

and restated credit agreement dated March 10, 2026, among Logan, as borrower, the financial institutions party thereto from time

to time, as lenders, and National Bank of Canada, as administrative

agent for the lenders, as amended by a first amending agreement made effective as of August 12, 2026, and as the same may be further amended,

restated, supplemented or modified from time to time;

"Logan Credit Documents" means, collectively,

the Logan Bilateral Credit Facility, the Logan Credit Agreement and the Logan Letter of Credit Facility;

"Logan Documents" has the meaning ascribed

thereto in Section (bb) of Schedule "D";

"Logan Employee Plans" has the meaning ascribed

thereto in Section (zz) of Schedule "D" and, for greater certainty, includes the employment agreements, change of

control and severance policies and other arrangements with the officers and employees of Logan disclosed in the Disclosure Letter;

"Logan Employees" means individuals employed

by Logan on a full-time, part-time or temporary basis, and for greater certainty includes officers of Logan, but excludes individuals

employed by Newco or any Newco Subsidiary;

"Logan Financial Statements" means, together:

(i) the audited financial statements of Logan as at and for the years ended December 31, 2025 and 2024, together with the notes thereto

and the auditor's report thereon; and (ii) the interim unaudited financial statements of Logan as at and for the three and six months

ended June 30, 2026;

"Logan Group" has the meaning ascribed thereto

in Section 3.2(a);

"Logan Incentive Plans" means, collectively,

the Logan Share Award Plan and the Logan Option Plan;

"Logan Incentives" means, collectively, the

Logan RSAs and the Logan Options;

"Logan Indemnified Parties" has the meaning

ascribed thereto in Section 3.11(a);

"Logan Information" means the information

prepared and provided by Logan and required to be included or incorporated by reference in the Circular under Applicable Canadian Securities

Laws other than Parent Information and, following the Effective Time, Newco Information;

"Logan IP" has the meaning ascribed thereto

in Section (eee) of Schedule "D";

"Logan IT" has the meaning ascribed thereto

in Section (eee) of Schedule "D";

"Logan Letter of Credit Facility" means, collectively,

the unsecured demand letter of credit facility agreement entered into by Logan with National Bank of Canada dated June 7, 2024, the EDC

PSG Offer Letter (as defined therein) dated May 2, 2024 and the EDC Indemnity Agreement (as defined therein) dated April 10, 2024, as

amended June 5, 2024, as the same may be amended, restated, supplemented or modified from time to time;

"Logan Material Contracts" means the Contracts

described in Section (aa) of Schedule "D", together with all exhibits, schedules, amendments, modifications, supplements

and renewals to such Contracts;

"Logan Option Plan" means Logan's stock option

plan dated April 14, 2023, as amended;

"Logan Options" means the stock options issued

pursuant to the Logan Option Plan;

"Logan Q3 2026 Financial Statements" means

the management prepared unaudited interim condensed financial statements of Logan as at and for the three and nine months ended September

30, 2026, together with the notes thereto, included in the Disclosure Letter;

"Logan Required Approval" has the meaning

ascribed thereto in Section 2.1(c)(iii);

"Logan Reserves Report" means the report prepared

by McDaniel dated February 17, 2026, evaluating Logan's proved and probable reserves as at December 31, 2025;

"Logan RSAs" means the restricted share awards

issued pursuant to the Logan Share Award Plan;

"Logan Share Award Plan" means Logan's share

award incentive plan dated April 14, 2023, as amended;

"Logan Shareholder" means a holder of Logan

Shares;

"Logan Shares" means the common shares in

the capital of Logan;

"Logan Subsidiaries" means Newco and, following

their acquisition pursuant to the Newco Transactions, the Newco Subsidiaries;

"Logan Support Agreements" means the support

agreements entered into between the Supporting Logan Shareholders and Purchaser, dated as of the Agreement Date;

"Logan Transaction Resolution" means the special

resolution in respect of the Arrangement to be considered and voted on by the Logan Shareholders, the holders of Logan Options, the holders

of Logan RSAs and the holders of Logan Warrants at the Meeting, substantially in the form included in Part A of Schedule "B"

attached hereto, including any amendments or variations made thereto in accordance with this Agreement or at the direction of the Court

in the Interim Order, provided any amendments made at the direction of the Court are acceptable to the Parties, each acting reasonably;

"Logan Warrants" means the outstanding certificated

common share purchase warrants of Logan, each entitling the holder thereof to acquire one Logan Share at an exercise price of $0.35;

"Losses" means all losses, liabilities, damages,

costs, expenses (including reasonable legal fees and disbursements), fines, penalties, Taxes, judgments, claims, demands, Proceedings

and obligations of any nature whatsoever, whether absolute, accrued, contingent or otherwise;

"Matching Period" has the meaning ascribed

thereto in Section 7.1(d)(iv);

"Material Adverse Change" or "Material

Adverse Effect" means, with respect to Logan, any fact or state of facts, circumstance, change, effect, occurrence or event that

individually is or in the aggregate are, or would individually or in the aggregate reasonably be expected to be, material and adverse

to the business, operations, results of operations, assets, properties, capitalization, liabilities, obligations (whether absolute, accrued,

conditional or otherwise) or condition (financial or otherwise) of Logan and its subsidiaries, taken as a

whole, other than any fact or state of facts, circumstance,

change, effect, occurrence or event resulting from or arising in connection with:

(a) any change, development or condition generally affecting the industries, businesses or segments thereof in which Logan and its subsidiaries

operate;

(b) any change, development or condition in or relating to global, international, national or regional political conditions (including

strikes, lockouts, riots, blockades or facility takeover for emergency purposes) or in general economic, business, banking, regulatory,

currency exchange, interest rate, rates of inflation or market conditions or in national or global financial, credit or capital markets;

(c) any change, development or condition resulting from any act of terrorism or any outbreak of hostilities or declared or undeclared

war, or any escalation or worsening of such acts of terrorism, hostilities or war;

(d) any adoption, proposal, implementation or change in Law or in any interpretation, application or non-application of any Laws by any

Governmental Authority (including, for greater certainty, any change to the Tax Act, the Internal Revenue Code or other applicable taxing

legislation or to Tax rates);

(e) any change in applicable generally accepted accounting principles, including IFRS, or changes in regulatory accounting requirements

applicable to the oil and gas exploration, development and production businesses;

(f) any climatic, earthquake or other natural event or condition (including weather conditions and any natural disaster);

(g) any epidemic, pandemic, disease outbreak, other health crisis or public health event;

(h) any decline in the market price for crude oil, natural gas or related hydrocarbons on a current or forward basis;

(i) any change to any existing, or the imposition of any new, import or export restriction, prohibition, tariff, duty, charge or Tax imposed

by:

(i) the federal or a state or other government of the United States of America on goods (including petroleum products) imported from or

exported to Canada; or

(ii) the federal or a provincial or other government of Canada on goods (including petroleum products) imported from or exported to the

United States of America;

(j) any actions taken (or omitted to be taken) at the written request of Parent or Purchaser;

(k) any action taken by Logan or any of its subsidiaries that is required pursuant to this Agreement (excluding any obligation to act

in the ordinary course of business);

(l) any matter which has been disclosed in writing by Logan to Parent or Purchaser or in a document filed by Logan since January 1,

2026 until two (2) Business Days prior to the Agreement Date with any securities commission or similar regulatory authority in

compliance, or intended compliance, with Applicable Canadian

Securities Laws, which is available for public viewing on Logan's profile on SEDAR+ at www.sedarplus.ca;

(m) the execution, announcement, pendency or performance of this Agreement or the consummation of the Arrangement;

(n) the failure of Logan to meet any internal, published, public or analyst projections, forecasts, guidance or estimates, including of

revenues, earnings or cash flows (it being understood that the causes underlying such failure (unless otherwise excluded under another

subsection of this definition) may be taken into account in determining whether a Material Adverse Effect has occurred); or

(o) any change in the market price or trading volume of any securities of Logan (it being understood that the causes underlying such change

in market price or trading volume (unless otherwise excluded under another subsection of this definition) may be taken into account in

determining whether a Material Adverse Effect has occurred),

provided, however, that: (i) with respect

to clauses (a) through and including (i), such matter does not have a materially disproportionate effect on the business, operations,

results of operations, assets, properties, capitalization, liabilities, obligations (whether absolute, accrued, conditional or otherwise)

or condition (financial or otherwise) of Logan and its subsidiaries taken as a whole, relative to other comparable companies and entities

operating in the oil and gas industry (in which case the incremental disproportionate effect may be taken into account in determining

whether there has been, or is reasonably expected to be, a Material Adverse Effect); (ii) unless expressly provided in any particular

section of this Agreement, references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be

deemed to be, illustrative or interpretive for purposes of determining whether a "Material Adverse Effect" has occurred;

and (iii) for the purposes of determining whether a Material Adverse Effect or Material Adverse Change has occurred, such determination

shall be made solely by reference to the business, operations, results of operations, assets, properties, capitalization, liabilities,

obligations (whether absolute, accrued, conditional or otherwise) and condition (financial or otherwise) of Logan as it will exist following

the completion of the Newco Transactions, and shall expressly exclude any fact, state of facts, circumstance, change, effect, occurrence

or event relating solely and exclusively to (A) the Newco Assets, (B) the Newco Subsidiaries, or (C) the Newco Transactions, provided,

in each case, such facts, circumstances, change, effect, occurrence or event shall not, and would not reasonably be expected to: (x) interfere

with, prevent, impede or materially delay the consummation of the Arrangement or any of the other transactions contemplated by this Agreement;

(y) adversely affect, in any material respect, the business, operations, assets, liabilities, properties, condition (financial or otherwise)

of Logan following the Effective Time or the ability of Newco to fulfill its indemnification obligations hereunder or under the Conveyance

Agreement; or (z) result in any liability, cost, expense, obligation or commitment of Logan, Purchaser or Parent following the Effective

Time;

"material change" has the meaning ascribed

thereto in the Securities Act;

"Material Subsidiary" means a direct or indirect

subsidiary, the total assets of which constitute more than 10% of the consolidated assets of Logan as at December 31, 2025, the total

liabilities of which constitute more than 10% of the consolidated liabilities of Logan as at

December 31, 2025, or the total revenues of which constitute

more than 10% of the consolidated revenues of Logan for the year ended December 31, 2025;

"McDaniel" means McDaniel & Associates

Consultants Ltd.;

"Meeting" means the special meeting of Logan

Shareholders, holders of Logan Options, holders of Logan RSAs and holders of Logan Warrants to be called and held in accordance with this

Agreement and the Interim Order to permit the Logan Shareholders, holders of Logan Options, holders of Logan RSAs and holders of Logan

Warrants to consider the Logan Transaction Resolution and to permit the Logan Shareholders to consider the Newco Resolutions, and related

matters, and any adjournment(s) or postponement(s) thereof;

"misrepresentation" has the meaning ascribed

thereto in the Securities Act;

"Money Laundering Laws" means, collectively,

the applicable anti-money laundering Laws thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered

or enforced by any Governmental Authority having jurisdiction over the Person or Persons or its or their respective businesses, activities,

properties, assets, undertakings or securities;

"New Logan Shares" means the Class A common

shares in the capital of Logan to be created pursuant to the Plan of Arrangement;

"Newco Assets" means all of the assets, properties,

rights and interests of Newco and the Newco Subsidiaries (including Andora and the Andora Assets) at the Effective Time, including the

Conveyed Assets and the other assets acquired or to be acquired by Newco pursuant to the Newco Transactions;

"Newco Financing" means the non-brokered private

placement by Newco of Newco Shares and Newco Units at the Newco Financing Price for aggregate gross proceeds of not less than $100,000,000,

to be completed as soon as reasonably practicable following the Effective Time;

"Newco Financing Price" means $1.00 per Newco

Share or Newco Unit, being the price determined by the Logan Board to be equal to the net asset value per Newco Share of the Newco Assets,

as disclosed in the Circular;

"Newco Financing Resolution" means the ordinary

resolution of the Logan Shareholders approving the Newco Financing (including the participation therein of insiders of Logan and Newco)

to be considered and voted on by the Logan Shareholders at the Meeting, substantially in the form included in Part B of Schedule "B"

attached hereto;

"Newco Financing Warrants" means the Newco

Share purchase warrants forming part of the Newco Units, each entitling the holder thereof to acquire one Newco Share at an exercise price

equal to the Newco Financing Price for a period of five years from the date of issuance, subject to the performance vesting conditions

described in the Circular;

"Newco Incentive Plans" means, collectively,

the Newco Option Plan and the Newco Share Award Plan;

"Newco Information" means all information

required by Applicable Canadian Securities Laws and the policies of the TSXV to be included in the Circular describing Newco and its business,

operations and affairs, including the Newco Assets, the Newco Transactions, the

distribution of the Newco Securities, the Newco Financing,

the Newco Incentive Plans and the board of directors and management of Newco following the Effective Time, prepared and provided by Logan

and Newco, but specifically excluding the Parent Information;

"Newco Option Plan" means the stock option

plan to be adopted by Newco prior to the Effective Time providing for the grant of options to purchase Newco Shares to directors, officers,

employees and consultants of Newco, substantially in the form described in the Circular;

"Newco Option Plan Resolution" means the ordinary

resolution of the Logan Shareholders approving the Newco Option Plan (and, if and to the extent required by the policies of the TSXV,

any grants to be made thereunder prior to the listing of the Newco Shares on the TSXV), to be considered and voted on by the Logan Shareholders

at the Meeting, substantially in the form included in Part C of Schedule "B" attached hereto;

"Newco Reorganization" means the transactions

and steps described in Section 3.9(a) to be completed prior to the Effective Time;

"Newco Resolutions" means, collectively, the

Newco Financing Resolution, the Newco Option Plan Resolution and the Newco Share Award Plan Resolution;

"Newco Securities" means, collectively, the

Newco Shares and the Newco Transaction Warrants to be issued by Newco to Logan and distributed by Logan to the Logan Shareholders, in

exchange for their Logan Shares, pursuant to the Plan of Arrangement;

"Newco Share Award Plan" means the share award

incentive plan to be adopted by Newco prior to the Effective Time providing for the grant of restricted and performance share awards to

directors, officers, employees and consultants of Newco, substantially in the form described in the Circular;

"Newco Share Award Plan Resolution" means

the ordinary resolution of the Logan Shareholders approving the Newco Share Award Plan (and, if and to the extent required by the policies

of the TSXV, any grants to be made thereunder prior to the listing of the Newco Shares on the TSXV), to be considered and voted on by

the Logan Shareholders at the Meeting, substantially in the form included in Part D of Schedule "B" attached hereto;

"Newco Shares" means the common shares in

the capital of Newco;

"Newco Subsidiaries" means Andora and any

other subsidiary of Newco from time to time (and, where Andora or any other Newco Subsidiary amalgamates with Newco, references to Newco

include the corporation continuing from such amalgamation);

"Newco Transaction Costs" means all liabilities,

costs, expenses, obligations and commitments of Logan incurred, paid, payable, accrued or reasonably expected to become payable, whether

before, on or after the Effective Time, in connection with the Newco Transactions, and includes, for greater certainty, the amount of

any intercompany balance or advance owing by Newco or any Newco Subsidiary to Logan that is forgiven, released, capitalized, contributed

or otherwise settled at or prior to the Effective Time other than by repayment in cash to Logan, but excludes any liability or obligation

of Newco or a Newco Subsidiary under the Andora Transaction Agreements or any other Contract in respect of the Newco Transactions (including

the Holdback, the Deferred Payment and any amount payable under the Conditional Payment Agreement referred to in Section 3.11(a)(ii)),

except to the extent paid, payable or funded by Logan at or prior to the Effective Time; provided

that, notwithstanding the foregoing exclusion, Newco Transaction

Costs shall include, for greater certainty, any liability or obligation of Logan (as guarantor, surety or indemnitor, by operation of

Law or otherwise) in respect of any such liability or obligation of Newco or a Newco Subsidiary, whether arising before, on or after the

Effective Time. The Newco Transaction Costs incurred or committed as of the Agreement Date, and the basis on which the Newco Transaction

Costs have been estimated for the purposes of this Agreement, are set out in the Disclosure Letter, provided that such disclosure is for

information purposes only and shall not limit, qualify or otherwise affect the scope of this definition, the obligations of Logan and

Newco under Section 3.9 or the obligations of Newco under Section 3.11;

"Newco Transaction Warrants" means the non-transferable

Newco Share purchase warrants to be issued by Newco to Logan pursuant to the Plan of Arrangement and distributed to the Logan Shareholders

pursuant to the Plan of Arrangement, each entitling the holder thereof to acquire one Newco Share at an exercise price equal to the Newco

Financing Price at any time prior to 5:00 p.m. (Calgary time) on the date that is 60 days following the Effective Date, on the terms set

out in the Newco Warrant Indenture;

"Newco Transactions" means, collectively:

(i) the Newco Reorganization (including the Andora Acquisition and the Andora Amalgamation); (ii) the Newco Financing; (iii) the issuance

by Newco of the Newco Securities to Logan and the subsequent distribution of the Newco Securities by Logan to the Logan Shareholders in exchange for their Logan Shares;

(iv) the listing of the Newco Shares on the TSXV; (v) the Conveyance; and (vi) the other transactions and steps described in the Disclosure

Letter as "Newco Transactions", together with all agreements, instruments and documents entered into in connection with any

of the foregoing;

"Newco Units" means units of Newco to be issued

pursuant to the Newco Financing to directors, officers and employees of Newco and to such additional subscribers as may be identified

by them, each Newco Unit comprising one Newco Share and one Newco Financing Warrant;

"Newco Warrant Indenture" means the warrant

indenture to be entered into prior to the Effective Time between Newco and Odyssey Trust Company, as warrant agent, governing the Newco

Transaction Warrants, in form satisfactory to Logan and Newco and reasonably satisfactory to Parent;

"No Action Letter" means a written confirmation

from the Commissioner that he does not, at that time, intend to make an application under Section 92 of the Competition Act;

"OFAC" means the Office of Foreign Assets

Control of the U.S. Treasury Department;

"OHSL" means Occupational Health and Safety

Laws applicable to Logan;

"Order" means all judicial, arbitral, administrative,

ministerial, departmental or regulatory judgments, injunctions, orders, decisions, rulings, determinations, awards, or decrees of any

Governmental Authority (in each case, whether temporary, preliminary or permanent);

"Other Party" means: (i) with respect to Parent

and Purchaser, Logan and/or Newco; and (ii) with respect to Logan and Newco, Purchaser and/or Parent, as the context requires;

"Outside Date" means February 26, 2027, provided

that if the Competition Act Approval has not been obtained by that date and the Competition Act Approval has not been denied by a non-appealable

decision of a Governmental Authority, the Outside Date may be extended by up to two (2) one (1) month periods by either Party delivering

a notice to the Other Party of

its election of such extension delivered on or before the Outside

Date then in effect, and thereafter the Outside Date may be extended by the mutual agreement of the Parties in writing;

"Parent" means Ovintiv Inc., a corporation

existing under the Laws of the State of Delaware;

"Parent Board" means the board of directors

of Parent;

"Parent Information" means all information

prepared and provided by Parent and Purchaser for inclusion or incorporation by reference in the Circular;

"Parties" or "Party" means

Parent, Purchaser, Logan and Newco, as the case may be;

"Permitted Assignee" has the meaning ascribed

thereto in Section 11.2;

"Personal Information" means any information

that is defined as "personal information" under Applicable Law;

"Plan of Arrangement" means the plan of arrangement

in the form attached hereto as Schedule "A", as the same may be amended or supplemented from time to time in accordance

with the terms hereof, thereof or at the direction of the Court in the Final Order provided that such amendment or supplement is acceptable

to the Parties, each acting reasonably;

"Proceeding" shall mean any actual or threatened

claim (including a claim of a violation of Applicable Law), cause of action, action, charge, complaint, audit, demand, litigation, suit,

proceeding, investigation, citation, inquiry, originating application to a tribunal, arbitration or other proceeding at Law or in equity

or order or ruling, in each case whether civil, criminal, administrative, investigative or otherwise, whether in contract, in tort or

otherwise, and whether or not such claim, cause of action, action, charge, complaint, audit, demand, litigation, suit, proceeding, investigation,

citation, inquiry, originating application to a tribunal, arbitration or other proceeding or order or ruling results in a formal civil

or criminal litigation or regulatory action;

"Purchaser" means Ovintiv Canada ULC, a corporation

existing under the Laws of the Province of British Columbia;

"Purchaser Board" means the board of directors

of Purchaser;

"Purchaser Disposition Event" has the meaning

ascribed thereto in Section 7.2;

"Purchaser Expense Reimbursement Amount" has

the meaning ascribed thereto in Section 7.3;

"Purchaser Expense Reimbursement Event" has

the meaning ascribed thereto in Section 7.3;

"Purchaser Termination Amount" has the meaning

ascribed thereto in Section 7.2;

"Recipient" has the meaning ascribed thereto

in Section 7.9(a);

"Registrar" means the Registrar of Corporations

or a Deputy Registrar of Corporations appointed under Section 263 of the ABCA;

"Release" means any release, spill, leak,

pumping, addition, pouring, emission, emptying, discharge, migration, injection, escape, leaching, disposal, dumping, deposit, spraying,

burial, abandonment, incineration, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into

or through the Environment that would constitute a violation of Environmental Law;

"Representatives" means, in respect of a Party,

its subsidiaries and its and their respective directors, officers, employees, financial advisors, legal counsel, accountants, agents and

other advisors and representatives;

"Resignations and Mutual Releases" has the

meaning ascribed thereto in Section 2.7(b);

"Restricted Area" has the meaning ascribed

thereto in Section 3.13(a);

"Restricted Business" has the meaning ascribed

thereto in Section 3.13(a);

"Restricted Period" has the meaning ascribed

thereto in Section 3.13(a);

"Restrictive Covenant" has the meaning ascribed

thereto in Section 3.15;

"Return" means any written or electronic report,

return, statement, claim for refund, election, designation, form, declaration of estimated tax, information statement and information

return required to be filed or actually filed with a Governmental Authority in connection with any Taxes;

"Securities Act" means the Securities Act,

RSA 2000, c S-4;

"SEDAR+" means the System for Electronic Data

Analysis and Retrieval +;

"Special Committee" means the special committee

of independent directors of the Logan Board constituted to, among other things, review and consider the Arrangement and make recommendations

to the Logan Board in respect thereof;

"subsidiary" has the meaning ascribed thereto

in the Securities Act;

"Superior Proposal" means an unsolicited bona

fide written Acquisition Proposal:

(a) that complies with all Applicable Canadian Securities Laws and Applicable U.S. Securities Laws and did not result from a breach of

Section 7.1;

(b) that is not subject to a financing condition;

(d) to acquire not less than all of the outstanding Logan Shares or not less than substantially all of the assets, properties, permits,

rights or other privileges (whether contractual or otherwise) of Logan;

(e) that the Logan Board has determined in good faith (after receipt of advice from its financial advisors and legal counsel) is reasonably

likely to be consummated without undue delay within the time and on the terms of such Acquisition Proposal (including, the terms of any

proposed financing arrangements), taking into account all legal,

financial, regulatory and other aspects of such Acquisition Proposal

and the Person making such Acquisition Proposal; and

(f) that the Logan Board determines in good faith, after receipt of advice from its financial advisors, would be, if consummated within

the time and in accordance with its terms (including, the terms of any proposed financing arrangements), and without assuming away the

risk of non-completion, more favourable, from a financial point of view, to the Logan Shareholders than the Arrangement;

"Supporting Logan Shareholders" means each

of the directors and executive officers of Logan;

"Tax" or "Taxes" means all

taxes, duties, fees, premiums, assessments, imposts, levies and other similar charges in the nature of tax imposed by any Governmental

Authority and howsoever denominated, together with all interest, penalties, fines, additions to tax or other additional amounts imposed

in respect thereof, including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, large corporation,

capital gain, minimum, transfer, land transfer, sales, goods and services, harmonized sales, provincial sales, use, value-added, excise,

stamp, withholding, business, franchising, property, environmental, estimated, employer health, payroll, employment, employment insurance,

health and health insurance, social services, education and social security taxes, fuel taxes or levies, all surtaxes, all customs duties

and import and export taxes, pension plan and workers compensation premiums or contributions, carbon taxes or levies and other obligations

of the same or of a similar nature to any of the foregoing;

"Tax Act" means the Income Tax Act,

RSC 1985, c 1 (5th Supp);

"Tax Attributes" means undepreciated capital

cost of any particular class of depreciable property, cumulative Canadian exploration expense, cumulative Canadian development expense,

cumulative Canadian oil and gas property expense, any positive balance described in paragraph 20(1)(e) of the Tax Act and non-capital

losses;

"Transferred Employees" has the meaning ascribed

thereto in Section 2.7(f);

"Transferred Information" has the meaning

ascribed thereto in Section 7.9(a);

"Transition Services Agreement" means the

transition services agreement to be entered into between Logan and Newco prior to the Effective Time, substantially in the form attached

as Schedule "H" hereto, with such changes thereto as the Parties may agree, each acting reasonably;

"TSXV" means the TSX Venture Exchange;

"U.S. Exchange Act" means the United States

Securities Exchange Act of 1934;

"U.S. Securities Act" means the United States

Securities Act of 1933; and

"Withholding Taxes" has the meaning ascribed

thereto in Section 2.10(a).

1.2 Interpretation Not Affected by Headings, etc.

The division of this Agreement into articles and sections is for

convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this Agreement",

"hereof", "herein", "hereto"

and "hereunder" and similar expressions refer to this Agreement (including the Schedules hereto) and not to any particular

article, section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

1.3 Number, etc.

Words importing the singular number include the plural and vice versa,

and words importing the use of any gender include all genders. Where the word "including" or "includes"

is used in this Agreement, it means "including (or includes) without limitation". If a term is defined in this Agreement,

a derivative of that term will have a corresponding meaning.

1.4 Date for Any Action

If any date on which any action is required to be taken hereunder

is not a Business Day, such action shall be taken on the next succeeding day that is a Business Day.

1.5 Entire Agreement

This Agreement and the Confidentiality Agreement (to the extent that

the provisions of the Confidentiality Agreement have not been superseded by the provisions of this Agreement), together with the agreements

and documents referred to herein and therein, constitute the entire agreement between the Parties pertaining to the subject matter hereof

and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect

to the subject matter hereof. For greater certainty, the Logan Support Agreements, the Exercise Agreements, the Conveyance Agreement and

the Transition Services Agreement are separate agreements between the parties thereto and are unaffected by this Section 1.5.

1.6 Currency

Unless otherwise indicated, all sums of money referred to in this

Agreement are expressed in lawful money of Canada.

1.7 Accounting Matters

Unless otherwise stated, all accounting terms used in this Agreement

relating to Logan shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature relating to Logan

that are required to be made shall be made in a manner consistent with IFRS.

1.8 Disclosure in Writing

Reference to "disclosure in writing" or similar

references herein shall be references exclusively to the Disclosure Letter.

1.9 References to Legislation

References in this Agreement to any statute or sections thereof shall

include such statute as amended or substituted and any rules, regulations and Orders promulgated thereunder from time to time in effect.

1.10 Knowledge

In this Agreement, references to "to the knowledge of"

means the actual knowledge of the Executive Officers of Parent, Purchaser or Logan, as the case may be, after reasonable inquiry. For

purposes of this Section 1.10, "Executive Officers"

in the case of Parent or Purchaser means Parent's President and Chief Executive Officer, Executive Vice President and Chief Financial

Officer, Executive Vice President, Midstream & Marketing & General Counsel and Vice President, Business Development, and in the

case of Logan means Logan's Chief Executive Officer, President and Chief Operating Officer, Chief Financial Officer, Vice-President, Finance,

Vice President, Operations, Vice President, Geoscience and Vice-President, Engineering.

1.11 No Strict Construction

The Parties acknowledge that their respective legal counsel have

reviewed and participated in settling the terms of this Agreement, and the Parties hereby agree that any rule of construction to the effect

that any ambiguity is to be resolved against the drafting Party will not be applicable in the interpretation of this Agreement.

1.12 Schedules

The following Schedules attached hereto are incorporated into, and

form an integral part of, this Agreement:

Schedule "A" - Plan of Arrangement

Schedule "B" - Forms of Logan Transaction Resolution

and Newco Resolutions

Schedule "C" - Representations and Warranties of Parent

and Purchaser

Schedule "D" - Representations and Warranties of Logan

Schedule "E" - Representations and Warranties of Newco

Schedule "F" - Form of Conveyance Agreement

Schedule "G" - Restricted Area Map

Schedule "H" - Transition Services Agreement

Article 2

THE

ARRANGEMENT AND MEETING

2.1 Plan of Arrangement

(a) Subject to the terms and conditions of this Agreement, the Parties agree to carry out the Arrangement in accordance with the terms

of the Plan of Arrangement.

(b) As soon as reasonably practicable after the date hereof, but in any event by no later than November 25, 2026, subject to the availability

of the Court, Logan will apply to the Court, in a manner acceptable to Parent, acting reasonably, for the Interim Order and thereafter

will diligently seek the Interim Order in cooperation with Parent. Upon receipt of the Interim Order, Logan will promptly carry out the

terms of the Interim Order to the extent applicable to it.

(c) The application for an Interim Order referred to in Section 2.1(b) shall request that the Interim Order provide, among other

things:

(i) for the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which

such notice is to be provided;

(ii) the calling and holding of the Meeting;

(iii) that the requisite approval for the Logan Transaction Resolution to be placed before the Logan Shareholders, the holders of Logan

Options, the holders of Logan RSAs and the holders of Logan Warrants at the Meeting shall be:

(A) 66²⁄₃% of the votes cast on the Logan Transaction Resolution by Logan Shareholders present in person (or virtually)

or represented by proxy at the Meeting (and that each Logan Shareholder is entitled to one vote for each Logan Share held);

(B) 66²⁄₃% of the votes cast on the Logan Transaction Resolution by Logan Shareholders, holders of Logan Options, holders

of Logan RSAs and holders of Logan Warrants (voting together as a single class) present in person (or virtually) or represented by proxy

at the Meeting (and that each Logan Shareholder, holder of Logan Options, holder of Logan RSAs and holder of Logan Warrants is entitled

to one vote for each such security held); and

(C) if required under Applicable Canadian Securities Laws, a simple majority of the votes cast on the Logan Transaction Resolution by

Logan Shareholders present in person (or virtually) or represented by proxy at the Meeting after excluding the votes cast by those Persons

whose votes are required to be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders

in Special Transactions,

(collectively, the "Logan Required

Approval");

(iv) that the approval of the Logan Transaction Resolution by the holders of Logan Options, the holders of Logan RSAs or the holders of

Logan Warrants, as applicable, may, at the election of Logan, be evidenced by a written resolution executed by all of the holders of such

class of securities (an "Extraordinary Written Consent") in lieu of a vote of such holders at the Meeting, in which case:

(A) the Logan Options, Logan RSAs or Logan Warrants, as applicable, that are the subject of such Extraordinary Written Consent shall be

deemed to have been voted in favour of the Logan Transaction Resolution at the Meeting for the purposes of the Logan Required Approval;

and (B) Logan shall not be required to solicit proxies from, or to hold a vote of, the holders of such class of securities at the Meeting;

(v) for the method and manner in which amendments, revisions or supplements to the Circular (and any other materials sent by Logan in

connection with the Meeting), including material changes, may be mailed, filed or otherwise publicly disseminated to the Logan Shareholders,

the holders of Logan Options, the holders of Logan RSAs, the holders of Logan Warrants and such other Persons as may be required by the

Interim Order;

(vi) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the constating documents

of Logan, including quorum requirements and all other matters, shall apply in respect of the Meeting;

(vii) for the grant of Dissent Rights to the registered Logan Shareholders as set forth in the Plan of Arrangement;

(viii) that the Meeting may be adjourned or postponed from time to time in accordance with the terms of this Agreement without the need for

additional approval of the Court and that notice of such adjournment or postponement may be given by such method as Logan determines is

appropriate in the circumstances and that the time period required by any such adjournment or postponement shall be for such time period

or periods as Logan deems advisable;

(ix) confirmation of the record date for the purposes of determining the Logan Shareholders, holders of Logan Options, holders of Logan

RSAs and holders of Logan Warrants entitled to receive materials and vote at the Meeting in accordance with the Interim Order;

(x) that such record date will not change in respect of any adjournment(s) or postponement(s) of the Meeting, unless required by Applicable

Laws;

(xi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and

(xii) for such other matters as the Parties may agree in writing, each acting reasonably.

(d) In the application referred to in Section 2.1(b), Logan shall inform the Court that the Parties intend to rely on the exemption

provided by Section 3(a)(10) of the U.S. Securities Act for the issuance by Logan of the New Logan Shares to the Logan

Shareholders, the issuance by Newco to Logan of the Newco Shares

and Newco Transaction Warrants, and the subsequent distribution by Logan of such Newco Shares and Newco Transaction Warrants to the Logan

Shareholders, in exchange for their Logan Shares, pursuant to the Arrangement. In connection therewith, the Court will be required to

approve the substantive and procedural fairness of the terms and conditions of the Arrangement to each Person to whom New Logan Shares,

Newco Shares and Newco Transaction Warrants will be issued or distributed pursuant to the Arrangement. Each such Person, including each

holder of Logan Options, Logan RSAs or Logan Warrants, to whom New Logan Shares, Newco Shares and Newco Transaction Warrants will be issued

or distributed on completion of the Arrangement will be given adequate notice in accordance with the Interim Order advising them of their

right to attend and appear before the Court at the hearing of the Court for the Final Order and providing them with adequate information

to enable such Person to exercise such right.

(e) On the condition that all necessary approvals for the Logan Transaction Resolution are obtained from the Logan Shareholders, the holders

of Logan Options, the holders of Logan RSAs and the holders of Logan Warrants, Logan shall, as soon as reasonably practicable following

the Meeting but in any event not later than five (5) Business Days after the Logan Transaction Resolution is duly passed, but in all cases

subject to the availability of the Court, submit the Arrangement to the Court and apply for the Final Order.

2.2 Logan Board Recommendation

Logan represents and warrants to Parent and Purchaser that:

(a) upon, among other things, the unanimous recommendation of the Special Committee and the advice of its Financial Advisor and legal

advisors, the Logan Board has unanimously:

(i) determined that the Arrangement and the entry into this Agreement are in the best interests of Logan;

(ii) determined that the Arrangement is fair to Logan Shareholders;

(iii) approved this Agreement and the transactions contemplated hereby, including the Newco Transactions; and

(iv) resolved to recommend that Logan Shareholders vote in favour of the Logan Transaction Resolution, the Newco Financing Resolution,

the Newco Option Plan Resolution and the Newco Share Award Plan Resolution, and that holders of Logan Options, holders of Logan RSAs and

holders of Logan Warrants vote in favour of the Logan Transaction Resolution (collectively (a)(i), (ii), (iii) and (iv) "Logan

Board Recommendation"); and

(b) the Special Committee has received the oral Fairness Opinion in connection with its review and recommendation, and the Logan Board

has received the oral Fairness Opinion, a written copy of which will be delivered to the Special Committee and the Logan Board on or before

the date of the Circular.

2.3 Circular and Meeting

(a) As soon as practicable following the execution of this Agreement and in compliance with the Interim Order and Applicable Laws, Logan

shall, with assistance from and the participation of Parent: (i) prepare the Circular together with any other documents required by Applicable

Laws in connection with the Meeting and cause the Circular and such other documents to be mailed to the Logan Shareholders, the holders

of Logan Options, the holders of Logan RSAs, the holders of Logan Warrants and such other Persons as required by the Interim Order and

filed with applicable securities regulatory authorities and other Governmental Authorities in all jurisdictions where the same are required

to be filed, by no later than November 25, 2026; and (ii) convene and conduct the Meeting no later than January 4, 2027, at which

Meeting the Logan Transaction Resolution and the Newco Resolutions shall be submitted to the Logan Shareholders and, in the case of the

Logan Transaction Resolution, the holders of Logan Options, the holders of Logan RSAs and the holders of Logan Warrants, in each case

entitled to vote upon such resolutions for approval.

(b) Logan shall not adjourn, postpone or cancel the Meeting (or propose the same) without the prior written consent of Parent, such consent

not to be unreasonably withheld, conditioned or delayed, except:

(i) in the case where the Meeting is adjourned or postponed (but not cancelled) as required for quorum purposes in which case, the Meeting

shall be held within ten (10) Business Days of the date then scheduled for the Meeting;

(ii) at the request of Parent for the purpose of attempting to obtain the Logan Required Approval in which case, the Meeting shall be held

within ten (10) Business Days of the date then scheduled for the Meeting and provided that Parent may only request two (2) such adjournments

or postponements;

(iii) where such adjournment or postponement of the Meeting is pursuant to Section 7.1(d) of this Agreement; or

(iv) if required by Applicable Laws or by a Governmental Authority.

(c) Logan shall, with the assistance from and participation of Parent, cause the Circular to be prepared in compliance, in all material

respects, with Applicable Canadian Securities Laws, the ABCA and the policies of the TSXV and to provide the Logan Shareholders, holders

of Logan Options, holders of Logan RSAs and holders of Logan Warrants and each other Person entitled to receive New Logan Shares, Newco Shares and Newco

Transaction Warrants pursuant to the Arrangement with information in sufficient detail to permit them to form a reasoned judgment concerning

the matters to be considered at the Meeting, and shall include or incorporate by reference: (i) the Logan Information; (ii) the Newco

Information, including the financial statements of Newco and the oil and gas reserves and operational information and other disclosure

required under Applicable Canadian Securities Laws and the policies of the TSXV to be included in the Circular in connection with the

Newco Transactions, the distribution of the Newco Securities to the Logan Shareholders, the Newco Financing and the Newco Incentive Plans,

and the details of the board of directors and management of Newco following the Effective Time as determined in accordance with Section 3.10(d);

(iii) a copy of the Fairness Opinion; (iv) subject to the terms of this Agreement, the Logan Board Recommendation; (v) the Parent Information;

(vi) a

summary of the terms of the Logan Support Agreements; (vii) a

copy, and summary of the terms and conditions, of this Agreement; and (viii) a copy of the Interim Order.

(d) Parent shall, in a timely manner, provide Logan with the Parent Information, and such other information relating to Parent and Purchaser

as Logan may reasonably request for inclusion in the Circular, so as to permit compliance with the timeline set out in Section 2.3(a).

(e) Logan shall, subject to compliance with Applicable Canadian Securities Laws, incorporate the Parent Information into the Circular

substantially in the form provided by Parent, and Logan shall provide Parent and its Representatives with a reasonable opportunity to

review and comment on the Circular and any other relevant documentation and shall give reasonable consideration to all comments made by

Parent and its Representatives (subject to any Applicable Laws).

(f) Logan shall use its reasonable commercial efforts to ensure that the Circular (other than the Parent Information), including the Newco

Information, does not, at the time of the mailing of the Circular, contain any misrepresentation.

(g) Parent shall use its reasonable commercial efforts to ensure that Parent Information does not, at the time of the mailing of the Circular,

contain any misrepresentation.

(h) Each Party shall promptly notify the Other Party if it becomes aware that the Circular contains a misrepresentation, or otherwise

requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as is required

or appropriate, and Logan shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Logan Shareholders,

holders of Logan Options, holders of Logan RSAs and holders of Logan Warrants and such other Persons if and to the extent required by

the Interim Order and, if required by the Court or by Applicable Laws, file the same with the applicable securities regulatory authorities

and other Governmental Authorities as required.

(i) Logan shall consult with Parent in fixing the record date of the Meeting and shall not change such record date for the Logan Shareholders,

holders of Logan Options, holders of Logan RSAs and holders of Logan Warrants entitled to vote at the Meeting in connection with any adjournment

or postponement of the Meeting unless required by Law or with the prior written consent of Parent.

(j) Logan shall provide notice to Parent of the Meeting and allow Parent, Purchaser and their respective Representatives to attend such

meeting.

(k) Logan shall advise Parent, as Parent may reasonably request, and on a daily basis on each of the last ten (10) Business Days prior

to the proxy cut-off date for the Meeting, as to the aggregate tally of the proxies received by Logan in respect of the Logan Transaction

Resolution and any other matters to be considered at the Meeting.

2.4 Court Proceedings

In connection with the Court proceedings relating to obtaining the

Interim Order and the Final Order, Logan shall:

(a) provide Parent and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with

the Court in connection with the Plan of Arrangement, prior to the filing of that material, and give reasonable consideration to all comments

of Parent and its legal counsel;

(b) provide Parent and its legal counsel on a timely basis with a description of any information required to be supplied by Parent for

inclusion in any material to be filed with the Court in connection with the Arrangement, prior to the filing of that material, and accept

the reasonable comments of Parent and its legal counsel with respect to any such information required to be supplied by Parent and included

in such material and any other matters contained therein;

(c) provide counsel to Parent, on a timely basis, with copies of any notice of appearance and evidence served on Logan or its counsel

in respect of the application for the Interim Order and the application for the Final Order or any appeal therefrom, and of any notice

(written or oral) received by Logan indicating an intention to appear or oppose the granting of the Interim Order or the Final Order or

to appeal the Interim Order or the Final Order;

(d) not object to legal counsel to Parent making such submissions on the application for the Interim Order and the application for the

Final Order as such legal counsel considers appropriate, acting reasonably, provided that Logan is advised of the nature of any submissions

prior to the hearing and such submissions are consistent in all material respects with this Agreement and the terms of the Arrangement;

(e) subject to Applicable Laws, not file any material with, or make any written submissions to, the Court in connection with the Arrangement

or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with

Parent's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, on the condition that nothing herein

shall require Parent to agree or consent to, and Parent shall not be deemed to agree or consent to, any increased purchase price or other

consideration or other modification or amendment to such filed or served materials that expands or increases Parent's obligations, or

diminishes or limits Parent's rights, set forth in any such filed or served materials or under this Agreement;

(f) oppose any proposal from any Person that the Interim Order or the Final Order contain any provision inconsistent with this Agreement,

and if required by the terms of the Interim Order or the Final Order or by Applicable Law to return to Court with respect to the Interim

Order or the Final Order do so only after notice to, and in consultation and cooperation with, Parent; and

(g) if at any time after the issuance of the Final Order and prior to the Effective Date, Logan is required by the terms of the Final

Order or by Applicable Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and

cooperation with, Parent.

2.5 Effective Date

The Arrangement shall become effective at the Effective Time on the

Effective Date. The Certificate shall be conclusive evidence that the Arrangement has become effective as of the Effective Time. The Parties

shall use their reasonable commercial efforts to cause the Effective Date to occur no later than three (3) Business Days following the

satisfaction or waiver, where applicable, of the

conditions set out in Article 6 (excluding conditions that,

by their terms, cannot be satisfied by the Effective Time, subject to the satisfaction or, where applicable, waiver of those conditions

as of the Effective Time) and, in any event, not later than the Outside Date, unless otherwise agreed to by the Parties in writing; provided,

however, that notwithstanding the foregoing, in no event shall the Effective Date occur prior to January 1, 2027 without the prior written

consent of the Parties, and if such conditions are satisfied or waived prior to such date, the Effective Date shall be the third (3rd)

Business Day following January 1, 2027, or such other date on or after January 1, 2027 as the Parties may agree in writing.

2.6 Payment of Consideration

Purchaser shall, following receipt of the Final

Order and prior to the filing of the Articles of Arrangement with the Registrar, provide, or cause to be provided, to the Depositary sufficient

funds to be held in escrow (the terms and conditions of such escrow to be satisfactory to Logan and Parent, each acting reasonably) to

satisfy the aggregate Consideration payable to the Logan Shareholders in accordance with the Plan of Arrangement (other than, for greater

certainty, Consideration for Logan Shareholders that have validly exercised Dissent Rights).

2.7 Logan Employee Matters

(a) From and after the Effective Time, Parent and any successor to Parent shall honour, comply with and perform or cause Logan, or any

successor thereto, to perform, all obligations of Logan under Applicable Law in relation to the Logan Employees (other than Logan officers

and the Transferred Employees).

(b) Prior to the Effective Time, Logan shall use commercially reasonable efforts to obtain resignations and mutual releases (the "Resignations

and Mutual Releases") (in a form satisfactory to Parent, Logan and such resigning individual acting reasonably), effective and

conditional upon the completion of the Arrangement, from the directors of the Logan Board and each of the Logan officers, and Logan shall

deliver such Resignations and Mutual Releases to Parent on or prior to the Effective Date. Such officers of Logan that execute their respective

Resignations and Mutual Releases shall, on the Effective Date, be paid their full entitlements under the Logan Employee Plans (including

their change of control and severance entitlements) and in respect of the Logan Incentives, in accordance with the terms thereof and Section 2.8,

respectively, in each case as set forth in the Disclosure Letter.

(c) On the Effective Date, Logan shall, in exchange for a customary and reasonable release and such other acknowledgements (consistent

with this Section 2.7(c)) as Parent may reasonably require, in each case, in form and substance satisfactory to Parent, acting reasonably,

and provided that no such release shall be executed and delivered prior to the Effective Date (or, where the employment or engagement

of the applicable Person with Logan is terminated, prior to the last day of such employment or engagement), in addition to the payment

of all earned entitlements, including accrued salary, contractor fees, accrued and unused vacation and reimbursable expenses, pay, to

each Logan Employee (other than Logan officers, and whether or not the employment of such Logan Employee continues following the Effective

Time with Logan, Parent or any of their affiliates) all change of control, severance, retention and other payments and entitlements set

forth in the Disclosure Letter in respect of such Logan Employee, and to each Independent Contractor all payments and entitlements set

forth in the Disclosure Letter in respect of such Independent Contractor. The Parties acknowledge and agree that: (i) such payments and

entitlements become payable in full on the Effective Date as a result of the

completion of the Arrangement, without any requirement that the

employment or engagement of any such Person be terminated; and (ii) following the payment thereof, any continued employment or engagement

of any Logan Employee or Independent Contractor by Logan, Parent or any of their affiliates after the Effective Time shall be treated

for all purposes as a new period of employment or engagement commencing on the Effective Date, such that no Logan Employee or Independent

Contractor shall be entitled to any further change of control, severance or termination payment or entitlement in respect of, or calculated

by reference to, any period of employment or engagement prior to the Effective Time, except as required by Applicable Law or as otherwise

agreed in writing by Parent.

(d) Without limiting Section 2.7(c) but without duplication of any amount payable thereunder, on the Effective Date: (i) each Logan Employee

shall be entitled to and shall receive: (A) their full entitlement in respect of their respective Logan Incentives as provided for in

Section 2.8; and (B) the payments and entitlements set forth in the Disclosure Letter, inclusive of the 2026 Performance Bonus (as

defined below); and (ii) each Independent Contractor shall be entitled to and shall receive the payments and entitlements set forth in

the Disclosure Letter. If the Effective Date has not occurred on or before January 31, 2027, Logan may pay to each Logan Employee, on

or after that date and in the ordinary course, such Logan Employee's performance bonus in respect of the 2026 financial year (the "2026

Performance Bonus"), provided that the aggregate 2026 Performance Bonuses so paid shall not exceed the amount set forth in the Disclosure

Letter, and any 2026 Performance Bonus so paid shall be deducted from the amounts otherwise payable to such Logan Employee on the Effective

Date pursuant to Section 2.7(d)(i)(B), which shall be considered satisfied and no longer due on the Effective Date to that extent.

(e) The Parties acknowledge and agree that no provision of this Section 2.7 shall give any Logan Employee any right to continued

employment or impair in any way the rights of Logan or, following the Effective Date, Parent, to terminate the employment of any Logan

Employee.

(f) The Logan Employees identified in the Disclosure Letter as transferring to Newco (the "Transferred Employees") shall

cease to be employed by Logan and shall become employed by Newco or a Newco Subsidiary at or prior to the Effective Time, and Logan shall

deliver to Parent, not later than ten (10) Business Days prior to the Effective Date, a list of the Transferred Employees. Newco shall

assume and be solely responsible for, and shall indemnify and save harmless Parent, Purchaser, Logan and their respective affiliates from

and against, all liabilities, costs, expenses and obligations in respect of the Transferred Employees arising from or relating to: (i)

their employment or engagement by Newco or a Newco Subsidiary from and after the time of transfer, including all compensation, benefits,

incentive, retention, severance and termination entitlements accruing or arising thereafter; and (ii) the transfer of their employment

to Newco or a Newco Subsidiary, including any claim by a Transferred Employee against Logan arising from such transfer; provided that,

for greater certainty, the Transferred Employees shall remain entitled to receive from Logan on the Effective Date the payments and entitlements

set forth in the Disclosure Letter in respect of them pursuant to Sections 2.7(c), 2.7(d) and 2.8.

2.8 Treatment of Logan Incentives

(a) The particulars of the Logan Incentives outstanding as at the Agreement Date are set forth in the Disclosure Letter, including the

names of holders of Logan Incentives and

the number and type of Logan Incentives held by each such holder,

and in respect of each such holder and such holder's Logan Incentives: (i) the grant date(s); (ii) the vesting date(s); and (iii) the

exercise price, if any.

(b) The Parties acknowledge that the completion of the Arrangement will result in a "Change of Control" under the Logan Share

Award Plan and the Logan Option Plan and the Logan RSAs and Logan Options outstanding thereunder.

(c) Each Logan Incentive outstanding at the Effective Time will be dealt with in accordance with the Plan of Arrangement. Logan shall

take all reasonable steps required or advisable to give effect to the foregoing.

(d) All amounts payable in respect of the Logan Incentives pursuant to the Plan of Arrangement shall be paid to the applicable recipient

in accordance with the Plan of Arrangement.

(e) Conditional upon the completion of the Arrangement:

(i) all Logan RSAs held by the Logan Employees or directors of Logan shall vest, and shall be settled in accordance with the Plan of Arrangement

(with the applicable Withholding Taxes to be satisfied by the holders thereof, including by means of the Exercise Advance), whereupon

Logan shall cause the Logan Share Award Plan to terminate, so that the Logan Shares so issued shall be issued and outstanding before the

Effective Time and shall participate in the Arrangement as Logan Shares; and

(ii) Logan shall use all reasonable commercial efforts to obtain an Exercise Agreement from each holder of Logan Options, pursuant to which

such holder shall agree to exercise all of its Logan Options prior to the Effective Time in order to qualify as Exercised Options (as

defined in the Plan of Arrangement) by payment to Logan in cash of the aggregate exercise price thereof plus any additional amount as

Logan determines is required to satisfy applicable Withholding Taxes (which payments may be funded in whole or in part by the Exercise

Advance), and the Logan Board shall, in accordance with the Logan Option Plan, accelerate the expiry of all Logan Options such that any

Logan Option that has not been exercised prior to the Effective Time shall expire and be cancelled, without any payment or other consideration

therefor, immediately prior to the Effective Time, and the Logan Board shall cause the Logan Option Plan to terminate.

(f) Notwithstanding any provision herein to the contrary, prior to the Effective Date and notwithstanding the terms of the Logan Incentive

Plans, Logan or the Logan Board (or, if appropriate, any committee thereof), as applicable, will, in each case in a form satisfactory

to Purchaser, acting reasonably, adopt appropriate resolutions and take all other actions as may be reasonably required, as determined

by Logan and the Logan Board, respectively, in order to give effect to the transactions set out in this Section 2.8 and the provisions

of the Plan of Arrangement related to the Logan Incentives, including any amendment to any of the Logan Incentive Plans that is required

in connection therewith, and the termination of the Logan Incentive Plans and all other agreements relating to the Logan Incentives.

(g) Purchaser shall, conditional upon the completion of the Arrangement, as a step in the Plan of Arrangement, advance to each holder

of Logan RSAs and each holder of

Logan Options whose Logan Options are Exercised Options, by way

of a non-interest bearing loan (the "Exercise Advance"), an amount equal to the aggregate exercise price and Withholding

Taxes payable in respect of the exercise of the Exercised Options (as defined in the Plan of Arrangement) and the Withholding Taxes payable

in respect of the settlement of the Logan RSAs pursuant to the Exercise Agreements, which amount Logan shall apply on behalf of the applicable

holders in satisfaction of such exercise price and Withholding Taxes. The Exercise Advance shall be repaid by each such recipient of an

Exercise Advance to the Purchaser at the Effective Time by set-off against the Consideration otherwise payable by Purchaser to such individuals

under the Plan of Arrangement, and the Plan of Arrangement shall provide for the foregoing.

2.9 Applicable U.S. Securities Laws

The Arrangement shall be structured and executed such that, assuming

the Court considers the fairness of the terms and conditions of the Arrangement and grants the Final Order, the issuance by Logan of the

New Logan Shares to the Logan Shareholders, the issuance by Newco to Logan of the Newco Shares and Newco Transaction Warrants, and the

subsequent distribution by Logan of such Newco Shares and Newco Transaction Warrants to the Logan Shareholders, in exchange for their

Logan Shares, pursuant to the Arrangement will not require registration under the U.S. Securities Act, in reliance upon Section 3(a)(10)

thereof. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement

as set out in this Section 2.9. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities

Act, the Parties agree that the Arrangement will be carried out on the following basis:

(a) the Arrangement will be subject to the approval of the Court;

(b) the Court will be advised as to the intention of the Parties to rely on the exemption under Section 3(a)(10) of the U.S. Securities

Act based on the Court's approval of the Arrangement, prior to the hearing required to approve the Interim Order;

(c) the Court will be required to satisfy itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement

to those to whom New Logan Shares, Newco Shares and Newco Transaction Warrants will be issued or distributed pursuant to the Arrangement;

(d) each Person entitled to receive New Logan Shares, Newco Shares and Newco Transaction Warrants pursuant to the Arrangement will be

given adequate notice by way of disclosure in the Circular advising them of their right to attend the hearing of the Court to give approval

of the Arrangement and providing them with sufficient information necessary for them to exercise that right;

(e) each Person entitled to receive New Logan Shares, Newco Shares and Newco Transaction Warrants will be advised by way of disclosure

in the Circular that such securities issued or distributed pursuant to the Arrangement have not been registered under the U.S. Securities

Act and that the New Logan Shares will be issued by Logan, and the Newco Shares and Newco Transaction Warrants will be issued by Newco

to Logan and subsequently distributed by Logan to such Persons, in reliance on the exemption under Section 3(a)(10) of the U.S. Securities

Act;

(f) the Final Order approving the Arrangement that is obtained from the Court will expressly acknowledge that the Arrangement is substantively

and procedurally fair to

those to whom New Logan Shares, Newco Shares and Newco Transaction

Warrants will be issued or distributed pursuant to the Arrangement;

(g) the Interim Order approving the Meeting will specify that each Logan Shareholder, holder of Logan Options, holder of Logan RSAs and

holder of Logan Warrants and each other Person entitled to receive New Logan Shares, Newco Shares and Newco Transaction Warrants pursuant

to the Arrangement will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long

as they enter an appearance within the time prescribed by the Interim Order;

(h) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement

to each Person entitled to receive New Logan Shares, Newco Shares and Newco Transaction Warrants pursuant to the Arrangement; and

(i) the Final Order shall include a statement to substantially the following effect: "The Court was advised that the parties intend

to rely upon this Order as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933,

as amended, from the registration requirement otherwise imposed by such Act, regarding the issuance by Logan of the New Logan Shares to

the Logan Shareholders, the issuance by Newco to Logan of the Newco Shares and Newco Transaction Warrants, and the subsequent distribution

by Logan of such Newco Shares and Newco Transaction Warrants to the Logan Shareholders, in exchange for their Logan Shares, pursuant to

the Plan of Arrangement."

2.10 Income Tax Matters and Withholdings Obligations

(a) Logan, Newco, Parent, Purchaser and the Depositary, as applicable, shall be entitled to deduct and withhold, or cause to be deducted

and withheld, from any consideration or amount otherwise payable or deliverable to any Person under the Plan of Arrangement (including

from any Newco Securities deliverable or distributable and including to any Person exercising Dissent Rights), such amounts as Logan,

Newco, Parent, Purchaser or the Depositary, as applicable, is required to deduct and withhold, or reasonably believes to be required to

deduct and withhold, with respect to such payment, issuance, distribution or transfer under the Tax Act or any provision of federal, provincial,

territorial, state, local or foreign tax Law, including in respect of the value of any Newco Securities delivered to such Person ("Withholding

Taxes"). To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated, for all

purposes hereof, as having been paid or delivered to the Person in respect of whom such deduction or withholding was made, provided that

such deducted or withheld amounts (or the net proceeds therefrom) are timely remitted to the appropriate Governmental Authority.

(b) Any amount required to be deducted or withheld in respect of the consideration payable or deliverable to any Person under the Plan

of Arrangement (including in respect of the Newco Securities delivered to such Person) shall first be satisfied from the cash portion,

if any, of the consideration otherwise payable to such Person. Only if, and only to the extent that, the amount so required or reasonably

believed to be required to be deducted or withheld exceeds the cash portion, if any, of the consideration otherwise payable to such Person,

Logan, Newco, Parent, Purchaser or the Depositary, as applicable, is hereby authorized to retain and sell or otherwise dispose of, on

behalf of such Person, or to retain and make arrangements with a broker or other similar third party to sell or otherwise dispose of,

on behalf of such

Person, such portion of the Newco Shares otherwise deliverable

to such Person as is necessary to provide sufficient funds to enable Logan, Newco, Parent, Purchaser or the Depositary, as applicable,

to comply with such deduction or withholding requirement. Logan, Newco, Parent, Purchaser or the Depositary, as applicable, shall notify

such Person thereof and remit the applicable portion of the net proceeds of such sale (after deduction of all fees, commissions and costs

in respect of such sale, which, for greater certainty, shall be paid and borne by such Person) to the appropriate Governmental Authority

and shall remit to such Person any unapplied balance of the net proceeds of such sale. Any such sale will be made at prevailing market

prices and none of Logan, Newco, Parent, Purchaser or the Depositary shall be under any obligation to obtain a particular price for, or

to indemnify any Person in respect of a particular price for, or shall be liable to any Person for any deficiency in respect of the proceeds

of, the Newco Shares so sold.

(c) Logan, working in good faith together with Newco and Purchaser, shall be entitled in its sole discretion to file an election pursuant

to subsection 256(9) of the Tax Act in respect of Logan’s fiscal period ending as a result of the Arrangement for the purpose of

respecting the sequencing of the transactions set forth in this Agreement and the Plan of Arrangement.

2.11 Treatment of Logan Warrants

(a) The particulars of the Logan Warrants outstanding as at the Agreement Date are set forth in the Disclosure Letter, including the names

of the holders thereof, the number of Logan Warrants held by each such holder and the vesting conditions applicable thereto.

(b) Logan shall use all reasonable commercial efforts to obtain an Exercise Agreement from each holder of Logan Warrants, pursuant to

which such holder shall agree to exercise all of its Logan Warrants prior to the Effective Time by payment to Logan in cash of the aggregate

exercise price thereof. Logan shall enforce the Exercise Agreements in accordance with their terms and shall cause the exercise of the

Logan Warrants and the issuance of the resulting Logan Shares to be completed no later than two (2) Business Days prior to the Effective

Date.

(c) Each Logan Warrant that is outstanding as of immediately prior to the Effective Time will be dealt with in accordance with the Plan

of Arrangement. Logan shall take all reasonable steps required or advisable to give effect to the foregoing.

Article 3

COVENANTS AND ADDITIONAL AGREEMENTS

3.1 Covenants of Parent and Purchaser Regarding Conduct

From the Agreement Date until the earlier of the Effective Time or

the termination of this Agreement in accordance with Article 9, except as otherwise expressly permitted or specifically contemplated

by this Agreement (including the Plan of Arrangement), or as otherwise required by Applicable Laws or except with the prior written consent

of Logan (such consent not to be unreasonably withheld, conditioned or delayed), Parent and Purchaser shall maintain, and shall take all

such actions as may be necessary to maintain, sufficient funds available to Purchaser to satisfy the aggregate Consideration payable under

the Arrangement and the other amounts payable by Parent and Purchaser hereunder, in accordance with Section 3.7.

3.2 Conduct of Business of Logan

From the Agreement Date until the earlier of the Effective Time or

the termination of this Agreement in accordance with Article 9, except as otherwise expressly permitted or specifically contemplated

by this Agreement (including the Plan of Arrangement and the Conveyance Agreement), or as otherwise required by Applicable Laws, or except

with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed):

(a) the business of Logan and its subsidiaries (collectively, the "Logan Group") shall be conducted only in, and the

members of the Logan Group shall not take any action except in the ordinary course of business and substantially consistent with its past

practice, and Logan shall use all reasonable commercial efforts to maintain and preserve its and their business organization, assets,

material government authorizations and permits, employees and advantageous business relationships, including, for greater certainty, insofar

as is reasonably necessary to effect the actions and transactions contemplated by the Logan Capital Program;

(b) Logan shall not, and shall not permit any other member of the Logan Group to, directly or indirectly: (i) amend Logan's constating

documents or amend in any material respect the constating documents of any other member of the Logan Group; (ii) amend its existing accounting

policies, practices, methods and principles or adopt new accounting principles, in each case, except as required by IFRS; (iii) declare,

set aside or pay any dividend or other distribution or payment in cash, shares or property in respect of the securities of Logan; (iv)

issue, grant, sell or pledge or agree to issue, grant, sell or pledge any securities of Logan or a subsidiary thereof, or securities convertible

into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, securities of Logan or a subsidiary thereof other

than the Logan Shares issuable pursuant to the terms of Logan Incentives and Logan Warrants outstanding on the Agreement Date; (v) split,

consolidate, redeem, purchase or otherwise acquire any of the outstanding shares or other securities of Logan or a subsidiary thereof;

(vi) amend the terms of any of its securities; (vii) adopt a plan of liquidation or resolutions providing for the liquidation, dissolution,

merger, consolidation or reorganization of Logan or a subsidiary thereof; or (viii) enter into, modify or terminate any Contract, agreement,

commitment or arrangement with respect to any of the foregoing, except as permitted above;

(c) except as disclosed in the Disclosure Letter, Logan shall not, and shall not permit any other member of the Logan Group to, directly

or indirectly: (i) sell, pledge, dispose of, license or Encumber any assets of the Logan Group with a value individually or in the aggregate

exceeding [limit redacted] other than the sale of petroleum products in the ordinary course of business; (ii) surrender, release

or abandon the whole or any part of the assets of the Logan Group (excluding abandonment and reclamation activities in the ordinary course

of business and oil and natural gas lease expiries); (iii) perform any abandonment or reclamation activities except to the extent necessary

to avoid any breach of Applicable Laws; (iv) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets) any corporation,

partnership, joint venture or other business organization or division thereof or make any investment either by purchase of shares or securities,

contributions of capital or, other than the purchase of petroleum products in the ordinary course of business, purchase of any property

or assets of any other individual or entity: (A) with a value individually or in the aggregate exceeding [limit redacted] or (B)

that would reasonably be expected to prevent, materially impede or materially delay the receipt of the Competition Act Approval; (v) (A)

incur any

indebtedness for borrowed money (including any refinancing thereof),

or (B) issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for, the obligations

of any other individual or entity, or make any loans or advances, except in each case as required to perform or fulfill the Logan Capital

Program; (vi) settle, pay, discharge or satisfy any claims, liabilities or obligations (including any regulatory investigation) which

are or could reasonably be expected to be material to the business of Logan, other than the settlement, payment, discharge or satisfaction,

in the ordinary course of business consistent with past practice, of liabilities reflected or reserved against in Logan's most recently

publicly available financial statements as of the Agreement Date; (vii) release or relinquish, or authorize or propose to do so, any contractual

right which is material to the business of Logan; (viii) waive, release, grant or transfer any rights of value or modify, terminate or

change any existing license, lease, Contract or other document which is material to the business of Logan, other than in the ordinary

course of business consistent with past practice; (ix) enter into, amend or terminate any Hedging Transaction, other than a Hedging Transaction

entered into, amended or terminated in the ordinary course of business consistent with past practice and in accordance with Logan's hedging

policy as disclosed in the Disclosure Letter; (x) endorse or enter into, or materially change, amend or modify any Contract, arrangement

or undertaking with any Person (other than Newco) in which such member of the Logan Group holds a direct or indirect equity interest;

or (xi) authorize or propose any of the foregoing, or enter into or modify any Contract, agreement, commitment or arrangement to do any

of the foregoing;

(d) except as disclosed in the Disclosure Letter, Logan shall not, and shall not permit any other member of the Logan Group to, enter

into any Contract which individually could require payments by Logan or any other member of the Logan Group of more than [limit redacted]

annually or that in aggregate together with other Contracts entered into after the Agreement Date could require payments by Logan or any

other member of the Logan Group of more than [limit redacted] annually;

(e) except as disclosed in the Disclosure Letter, Logan shall not, and shall not permit any other member of the Logan Group to, enter

into any Contract that has take or pay, ship or pay or minimum revenue obligations or any other similar obligations of any nature whatsoever

which individually could require payments by Logan or any other member of the Logan Group of more than [limit redacted] annually

or that in aggregate together with other Contracts with take or pay obligations of any nature whatsoever entered into after the Agreement

Date could require payments by Logan or any other member of the Logan Group of more than [limit redacted] annually;

(f) Logan shall not, and shall not permit any other member of the Logan Group to, enter into any agreement that would constitute a Logan

Material Contract if it were entered into as of the Agreement Date, except where such Logan Material Contract pertains to a transaction

that is expressly permitted by another provision of this Section 3.2;

(g) except for the aggregate amount set forth in the Logan Capital Program which has been disclosed in writing by Logan to Parent or as

may be necessary in situations of emergency to preserve life, property or the environment, Logan shall not, and shall not permit any other

member of the Logan Group to, incur or commit to capital expenditures prior to the Effective Date individually or in the aggregate exceeding

[limit redacted];

(h) except as otherwise disclosed in the Disclosure Letter, Logan shall not, and shall not permit a Logan Subsidiary to:

(i) hire or retain, as applicable, any new employee, independent contractor or consultant; provided, however, that Logan or a Logan Subsidiary

shall not be prohibited from hiring or retaining, as applicable, new employees (other than at the vice-president level or higher), independent

contractors or consultants in the ordinary course of business on terms consistent with similarly situated employees, independent contractors

or consultants, as applicable, and provided further that nothing in this Section 3.2(h) shall prohibit Newco or a Newco Subsidiary from

hiring or retaining the individuals identified in the Disclosure Letter, or such other employees, independent contractors or consultants

as Newco may reasonably require in connection with the Newco Transactions, provided that the costs thereof are borne by Newco (or, to

the extent funded by Logan, form part of the Newco Transaction Costs) and such hiring or retention complies with Section 3.14;

(ii) enter into any new, or amend, in any material respect, any existing, offer letter or employment agreement with any director, officer

or employee (at the vice-president level or higher) of any member of the Logan Group;

(iii) grant to any of its directors, officers or employees (at the vice-president level or higher) an increase in compensation in any form;

(iv) grant any general salary increases;

(v) make any loan to any officer or director;

(vi) (A) grant any change of control, severance, retention or termination pay to any current directors, officers or employees (at the vice-president

level or higher) of any member of the Logan Group; or (B) take any action with respect to any increase of benefits payable under their

respective current change of control, severance or termination pay policies; or

(vii) transfer any Logan Employee to Newco or a Newco Subsidiary (other than the Transferred Employees in accordance with Section 2.7(f));

(i) no member of the Logan Group shall adopt or amend or make any contribution to any bonus, profit sharing, option, pension, retirement,

benefit, deferred compensation, insurance, retention, incentive compensation, other compensation or other similar plan, agreement, trust,

fund or arrangement for the benefit of employees, except as is necessary to comply with non-discretionary requirements of pre-existing

plans (including making matching contributions under the employee savings plan) or take any action to amend or accelerate the vesting

or lapsing of restrictions or payment, fund or in any other way secure the payment of compensation or benefits under the Logan Employee

Plans, except as required pursuant to the provisions of the Logan Employee Plans disclosed pursuant to Section (zz) of Schedule "D";

(j) Logan shall not, and shall not permit a Logan Subsidiary to, waive the confidentiality, non-disclosure or other restrictive covenant

obligations of any employee, independent contractor, or consultant of Logan or any Logan subsidiary;

(k) Logan shall not, and shall not permit any other member of the Logan Group to, initiate any Proceeding outside the ordinary course

of business or waive, release, assign, settle or compromise or offer or propose to waive, release, assign, settle or compromise, any Proceedings

except solely for monetary payments payable by Logan or any Logan subsidiary of no more than [limit redacted] individually or [limit

redacted] in the aggregate on a basis that would not prevent or materially delay consummation of the Arrangement;

(l) Logan shall use its reasonable commercial efforts (taking into account insurance market conditions and offerings and industry practices)

to cause its current insurance (or re-insurance) policies, including directors' and officers' insurance, not to be cancelled or terminated

or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten

by insurance or re-insurance companies of nationally recognized standing having comparable deductibles and providing coverage equal to

or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and

effect;

(m) Logan shall maintain a system of internal control over financial reporting (as such term is defined in National Instrument 52-109

– Certification of Disclosure in Issuers' Annual and Interim Filings) providing reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and will otherwise comply

with National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings, except where the failure to

maintain such a system would not materially affect the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with IFRS;

(n) Logan shall, and shall cause each Logan Subsidiary to, continue to withhold from each payment to be made to any of its present or

former employees (which includes officers) and directors and to all other Persons (including all Persons who are non-residents of Canada

for the purposes of the Tax Act), all amounts that are required to be so withheld by any Applicable Laws and Logan shall, and shall cause

each Logan Subsidiary to, remit such withheld amounts to the proper Governmental Authority within the times prescribed by such Applicable

Laws;

(o) Logan shall, and shall cause each Logan Subsidiary to: (i) duly and on a timely basis file all material Returns required to be filed

by it on or before the Effective Date and all such Returns will be true, complete and correct in all material respects; (ii) timely pay

all material Taxes which are due and payable by it on or before the Effective Date (whether or not reflected on any Return) except any

amounts not required to be paid because the Tax is or will be validly contested in good faith through appropriate proceedings and for

which adequate reserves in respect thereof have been established on the financial statements of Logan in accordance with IFRS; (iii) not

make, rescind or revoke any material express or deemed election relating to Taxes in a manner inconsistent with past practices, file any

material amended Returns or make any material Tax filings outside the ordinary course of business or in a manner inconsistent with past

practice, except as required by Applicable Law; (iv) not make a request for a Tax ruling with any Governmental Authority with respect

to any material Taxes; (v) not agree to any extension of time for the filing of any material Returns (except for automatic extensions

not requiring the consent of the relevant Governmental Authority) or with respect to the assessment or reassessment of material Taxes;

(vi) not enter into a settlement agreement or settle or compromise

any claim, action, suit, litigation, proceeding, arbitration,

investigation, audit or controversy relating to Taxes in respect of any matter where the aggregate amount of Tax exceeds $500,000; (vii)

not change in any material respect any of its methods, principles, policies or practices of reporting income, deductions or accounting

for Tax purposes from those employed in the preparation of its income tax Returns for the taxation year ending December 31, 2025; (viii)

not enter into any Tax sharing, Tax allocation, Tax indemnification agreement or similar Tax arrangement, understanding or agreement (other

than any such agreement entered into in the ordinary course of business the primary purpose of which does not relate to Taxes); and (ix)

properly reserve (and reflect such reserves in its books and records and financial statements) in a manner consistent with past practice,

and in accordance with IFRS and Applicable Law, for all material Taxes accruing in respect of Logan and each Logan Subsidiary, as applicable,

which are not due or payable prior to the Effective Date; and

(p) Logan shall not, and shall not permit a Logan Subsidiary to, agree, resolve or commit to do anything that it is prohibited from doing

under the foregoing provisions of this Section 3.2. Nothing in this Agreement is intended to or shall result in Parent or Purchaser exercising

influence over the operations of Logan. For greater certainty, prior to the Effective Date, Logan will exercise, consistent with the terms

of this Agreement, complete control and supervision over the Logan Group's operations.

(q) Notwithstanding any other provision of this Section 3.2, nothing in this Section 3.2 shall prevent, restrict or apply to any matters,

actions, decisions or transactions that relate solely to Newco or any Newco Subsidiary if and to the extent that such matters, actions,

decisions or transactions do not, and would not reasonably be expected to: (i) interfere with, prevent, impede or materially delay the

consummation of the Arrangement or any of the other transactions contemplated by this Agreement; (ii) adversely affect, in any material

respect, the business, operations, assets, liabilities, properties or condition (financial or otherwise) of Logan following the Effective

Time or the ability of Newco to fulfill its indemnification obligations hereunder or under the Conveyance Agreement; (iii) result in any

liability, cost, expense, obligation or commitment (including a guarantee or other form of credit support) of Logan that, when taken together

with all other Newco Transaction Costs would exceed $65,800,000; or (iv) give rise to any Tax payable by Logan or reduce the Tax Attributes

of Logan below the amounts set forth in the Disclosure Letter.

3.3 Covenants Regarding the Arrangement

Subject to Applicable Laws, from the Agreement Date until the earlier

of the Effective Time or the termination of this Agreement in accordance with Article 9, except as otherwise expressly permitted

or specifically contemplated by this Agreement (including the Plan of Arrangement), or as otherwise required by Applicable Laws or except

with the prior written consent of the Other Party (such consent not to be unreasonably withheld, conditioned or delayed):

(a) other than in connection with obtaining the Competition Act Approval, which approval shall be governed by the provisions of Section 3.6,

each Party will comply promptly with all requirements imposed by Applicable Law on it with respect to this Agreement and the Arrangement;

(b) each Party will use its reasonable commercial efforts to assist the Other Party in obtaining the Interim Order and the Final Order

and to carry out the intent or effect of this Agreement and the Arrangement;

(c) other than in connection with obtaining the Competition Act Approval, which approval shall be governed by the provisions of Section 3.6,

each Party shall use its reasonable commercial efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations

under this Agreement (to the extent the satisfaction of the same is within the control of such Party) and to take, or cause to be taken,

all other actions and to do, or cause to be done, all other things necessary, proper or advisable under Applicable Laws to complete and

give effect to the transactions contemplated by this Agreement and the Arrangement, including using its reasonable commercial efforts

to promptly:

(i) obtain and maintain all necessary waivers, consents, permits, exemptions, Orders, agreements, amendments (including, if applicable,

in respect of the Interim Order), confirmations and approvals required to be obtained from any Person in connection with the Arrangement

and the Conveyance (including from counterparties to any material Contracts); and notwithstanding anything to the contrary in this Agreement,

in connection with obtaining any approval or consent from any Person (other than a Governmental Authority) with respect to any transaction

contemplated by this Agreement: (A) not, without the prior written consent of the Other Party (such consent not to be unreasonably withheld,

conditioned or delayed), pay or commit to pay to such Person whose approval or consent is being solicited any material amount of cash

or other consideration, or make any material commitment or incur any liability or other obligation due to such Person to the extent that

such payments are not provided for in a Contract with such Person; and (B) neither Party nor any of their respective affiliates shall

be required to pay or commit to pay to such Person whose approval or consent is being solicited any material amount of cash or other consideration,

or make any commitment or incur any liability or other obligation to such Person to the extent that such payments are not provided for

in a Contract with such Person;

(ii) obtain all necessary consents, assignments, waivers and amendments to, or terminations of, any instruments or other documents to which

it is a party, or by which it is bound, that may be necessary to permit it to carry out the transactions contemplated by this Agreement

and to take such other steps and actions as may be necessary or appropriate to fulfill its obligations hereunder;

(iii) effect all necessary registrations, filings and submissions of information required by any Governmental Authority from such Party

and its subsidiaries relating to the Arrangement;

(iv) obtain all necessary exemptions, consents, Orders, approvals and authorizations as are required by it under all Applicable Laws to

permit it to carry out the transactions contemplated by this Agreement and/or necessary to complete the Arrangement; and

(v) upon reasonable consultation with the Other Party, oppose, lift or rescind any injunction, restraining or other Order, decree or ruling

seeking to restrain, enjoin or otherwise prohibit or adversely affect, delay or interfere with the consummation of the Arrangement and

resist, contest and defend, or cause to be defended, all lawsuits or other legal, regulatory or other Proceedings

challenging or affecting the Arrangement or this Agreement

or the consummation of the transactions contemplated hereby;

(d) Logan will promptly provide to Parent, for review by Parent and its counsel, prior to filing or issuance of the same, any proposed

public disclosure document, including any news release or material change report, subject to Logan's obligations under Applicable Canadian

Securities Laws to make continuous disclosure and timely disclosure of material information, and Parent agrees to keep such information

confidential in accordance with the terms of the Confidentiality Agreement until it is filed as part of Logan's public disclosure record

on SEDAR+;

(e) none of Logan, Purchaser, Parent nor their respective subsidiaries, as applicable, shall take any action, refrain from taking any

reasonable commercial action, or permit any action to be taken or reasonable commercial action to not be taken, which is inconsistent

with this Agreement or which would reasonably be expected to prevent, materially impede or significantly delay the consummation of the

Arrangement or the transactions contemplated hereby, or which would render, or may reasonably be expected to render, any representation

or warranty made by such Party in this Agreement untrue in any material respect;

(f) each Party will promptly notify the Other Party in writing of:

(i) any notice or other communication from any Person (other than Governmental Authorities in connection with the Competition Act Approval)

alleging that the consent or a waiver, permit, exemption, Order, approval, agreement, amendment or confirmation of such Person (or another

Person) is or may be required in connection with this Agreement or the Arrangement and the response thereto from such Party, its subsidiaries

or its Representatives;

(ii) any substantive communication from any Governmental Authority in connection with the transactions and Competition Act Approval contemplated

by this Agreement and the response thereto from such Party, its subsidiaries or its Representatives subject to the provisions of Section 3.6;

(iii) any substantive Governmental Authority or third-party complaints, investigations or hearings (or communications indicating that the

same may be contemplated) in respect of Logan or its subsidiaries, or the Arrangement, and any material change in relation thereto;

(iv) all substantive matters relating to material claims, actions, enquiries, applications, suits, demands, arbitrations, charges, indictments,

hearings or other civil, criminal, administrative or investigative proceedings, or other investigations or examinations pending or, to

the knowledge of such Party, threatened, against Logan or its subsidiaries, or related to the Arrangement; and

(v) any material change (actual, anticipated, contemplated or, to the knowledge of Logan, threatened) in Logan's business, operations,

affairs, assets, capitalization, financial condition, licenses, permits, rights, privileges or liabilities, whether contractual or otherwise,

or of any change in any representation or warranty provided by Logan in this Agreement which change is or may be of such a nature to render

any representation or

warranty misleading or untrue in any material respect, and

Logan shall in good faith discuss with Parent any change in circumstances (actual, anticipated, contemplated or, to the knowledge of Logan,

threatened) which is of such a nature that there may be a reasonable question as to whether notice needs to be given to Parent pursuant

to this Section 3.3(f);

(g) Logan will use its reasonable commercial efforts to maintain its status as a "reporting issuer" not in default under

Applicable Canadian Securities Laws in the provinces and territories where it is a reporting issuer as at the Agreement Date;

(h) Parent shall indemnify and save harmless Logan and the Logan Subsidiaries and their respective directors, officers, employees, representatives

and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits

or consequential damages) to which any of Logan, the Logan Subsidiaries and their respective directors, officers, employees, representatives

and agents may be subject or may suffer or incur, whether under the provisions of any Applicable Law or otherwise, in any way caused by,

or arising, directly or indirectly, from or in consequence of:

(i) any misrepresentation or alleged misrepresentation contained in Parent Information (which shall include a misrepresentation or alleged

misrepresentation resulting from any omission of information in respect of Parent or Purchaser which is required under Applicable Canadian

Securities Laws) in the Circular under Applicable Laws or in any material filed by Parent in compliance or intended compliance with any

Applicable Laws; or

(ii) any Order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any

untrue statement or omission of a material fact or alleged untrue statement or omission of a material fact or any misrepresentation or

any alleged misrepresentation by Parent in the Parent Information (which shall include a misrepresentation or alleged misrepresentation

resulting from any omission of information in respect of Parent or Purchaser which is required under Applicable Canadian Securities Laws)

in the Circular under Applicable Laws,

except that Parent shall not be liable in any

such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based solely

upon any misrepresentation or any alleged misrepresentation in the Circular that is based solely on the Logan Information or in any material

filed by or on behalf of Logan in compliance or intended compliance with any Applicable Laws;

(i) Logan shall indemnify and save harmless Parent and Purchaser and their respective directors, officers, employees, representatives

and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits

or consequential damages) to which any of Parent and Purchaser and their respective directors, officers, employees, representatives and

agents may be subject or may suffer or incur, whether under the provisions of any Applicable Law or otherwise, in any way caused by, or

arising, directly or indirectly, from or in consequence of:

(i) any misrepresentation or alleged misrepresentation contained in the Logan Information (which shall include a misrepresentation or

alleged misrepresentation resulting from any omission of information in respect of

Logan which is required under Applicable Canadian Securities

Laws) in the Circular under Applicable Laws or in any material filed by Logan in compliance or intended compliance with any Applicable

Laws; or

(ii) any Order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any

untrue statement or omission of a material fact or alleged untrue statement or omission of a material fact or any misrepresentation or

any alleged misrepresentation by Logan in the Logan Information (which shall include a misrepresentation or alleged misrepresentation

resulting from any omission of information in respect of Logan which is required under Applicable Canadian Securities Laws) contained

in the Circular,

except that Logan shall not be liable in any

such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based solely

upon any misrepresentation or any alleged misrepresentation in the Circular that is based solely on the Parent Information or in any material

filed by or on behalf of Parent in compliance or intended compliance with any Applicable Laws;

(j) Newco shall indemnify and save harmless Parent, Purchaser, Logan and each such Party's subsidiaries and their respective directors,

officers, employees, representatives and agents from and against any and all liabilities, claims, demands, losses, costs, damages and

expenses (excluding any loss of profits or consequential damages) to which Parent, Purchaser, Logan, a subsidiary of any such Party or

a director, officer, employee, representative or agent thereof may be subject or may suffer or incur, whether under the provisions of

any Applicable Law or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of:

(i) any misrepresentation or alleged misrepresentation (which shall include a misrepresentation or alleged misrepresentation resulting

from any omission of information in respect of Newco which is required to be disclosed under Applicable Canadian Securities Laws) contained

in the Newco Information under Applicable Laws; or

(ii) any Order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any

untrue statement or omission of a material fact or alleged untrue statement or omission of a material fact or any misrepresentation or

any alleged misrepresentation (which shall include a misrepresentation or alleged misrepresentation resulting from any omission of information

in respect of Newco which is required to be disclosed under Applicable Canadian Securities Laws) by Newco in the Newco Information under

Applicable Laws,

except that Newco shall not be liable in any

such case to the extent that any such liabilities, claims, demands, losses, costs, damages or expenses arise out of or are based solely

upon any misrepresentation or any alleged misrepresentation in the Circular that is based solely on the Parent Information or in any material

filed by or on behalf of Parent or Purchaser in compliance or intended compliance with any Applicable Laws; and

(k) except for letters of transmittal and non-substantive communications with the holders of its securities and communications that Logan

is required to keep confidential pursuant to Applicable Law, Logan shall furnish promptly to Parent, or Parent's

counsel, a copy of each notice, report, schedule or other document

delivered, filed or received by or from, as applicable, Logan Shareholders, holders of Logan Options, holders of Logan RSAs, holders of

Logan Warrants or regulatory agencies in connection with: (i) the Arrangement; (ii) the Meeting; (iii) any filings under Applicable Laws

in connection with the transactions contemplated by this Agreement; and (iv) any dealings with stock exchanges or regulatory agencies,

in connection with the transactions contemplated by this Agreement.

3.4 Additional Covenants of Parent and Purchaser

Parent and Purchaser shall perform all obligations required to be

performed under this Agreement and cooperate with Logan in connection therewith and, without limiting the generality of the foregoing:

(a) Parent shall assist Logan in the preparation of the Court documents related to the Interim Order and the Final Order;

(b) subject to Applicable Laws or as contemplated by this Agreement, Parent shall not file any material with, or make any submissions

to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed

or served, except as contemplated hereby or with Logan's prior written consent, such consent not to be unreasonably withheld, conditioned

or delayed, on the condition that nothing herein shall require Logan to agree or consent to any decreased purchase price or other consideration

or other modification or amendment to such filed or served materials that expands or increases Logan's obligations, or diminishes or limits

Logan's rights, set forth in any such filed or served materials or under this Agreement;

(d) Purchaser shall deposit, or Parent shall cause Purchaser to deposit, the funds required by Section 2.6 with the Depositary in

accordance with Section 2.6.

3.5 Additional Covenants of Logan

Logan shall perform and shall cause the Logan Subsidiaries to perform

all obligations required to be performed under this Agreement and cooperate with Parent in connection therewith and, without limiting

the generality of the foregoing:

(a) Logan will forthwith carry out the terms of the Interim Order and the Final Order;

(b) Logan shall deliver to Parent prior to the Effective Time, duly executed payoff letters, each in form reasonably satisfactory to Parent,

setting forth the total amounts payable pursuant to the Logan Credit Documents, in each case, to fully satisfy all principal, interest,

fees, costs and expenses owed to each holder of indebtedness thereunder (including to fully cash collateralize all outstanding letters

of credit thereunder, as applicable) as of the anticipated Effective Date (and the daily accrual thereafter), together with appropriate

wire instructions, and the agreement from the applicable lenders that upon payment in full of all such amounts owed to such lenders, all

indebtedness under the applicable Logan Credit Document shall be discharged and satisfied in full (other than contingent obligations not

then due, obligations which survive the termination of the applicable Logan Credit Documents

and obligations in respect of letters of credit and hedging arrangements

with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively,

and Purchaser and Logan), all loan documents entered into in connection with the applicable Logan Credit Documents shall be terminated

with respect to Logan (or the assets of which secure such indebtedness, if applicable) and all Encumbrances on Logan and its assets (other

than Encumbrances securing obligations in respect of letters of credit and hedging arrangements that may survive pursuant to the terms

of such payoff letter) shall be released and terminated, together with any applicable documents necessary to evidence the release and

termination of all Encumbrances on Logan and its assets securing, and any guarantees by Logan in respect of, the applicable Logan Credit

Documents. Purchaser shall make adequate arrangements such that, at the Effective Time, all outstanding indebtedness under the Logan Credit

Documents, as described above, shall be repaid in full to the appropriate lenders so as to permit the full repayment and termination of

the Logan Credit Documents as contemplated therein immediately prior to or concurrent with the Effective Time;

(c) Logan will use its reasonable commercial efforts to maintain the listing of the Logan Shares on the TSXV until the Effective Time;

(d) Logan shall terminate the Logan Energy Corp. Employee Stock Purchase Plan dated effective June 20, 2023 (the “Logan ESPP”)

effective no later than the Business Day before the Effective Date, shall not permit any new enrolments in, or increases in contributions

under, the Logan ESPP after the Agreement Date, and shall deliver to Parent, prior to the Effective Date, evidence of such termination

satisfactory to Parent, acting reasonably;

(e) unless this Agreement shall have been terminated in accordance with Section 9.1, Logan shall convene and hold the Meeting, at

which meeting the Logan Transaction Resolution and the Newco Resolutions shall be submitted to the Logan Shareholders and, in the case

of the Logan Transaction Resolution, the holders of Logan Options, the holders of Logan RSAs and the holders of Logan Warrants, in each

case entitled to vote upon such resolutions for approval, even if the Logan Board shall have withdrawn, amended, modified or qualified

the Logan Board Recommendation;

(f) Logan shall conduct the Meeting in accordance with the by-laws of Logan, the terms of this Agreement, and any instrument of a Governmental

Authority governing or having authority over such meeting (including the Interim Order) and otherwise in accordance with Applicable Laws;

(g) Logan shall not, without the written consent of Parent, propose or submit for consideration at the Meeting any business other than

the Logan Transaction Resolution and the Newco Resolutions;

(h) subject to the terms of this Agreement, Logan shall solicit proxies to be voted at the Meeting in favour of the Logan Transaction

Resolution and the Newco Resolutions, and against any resolution submitted by any Person that is inconsistent with such resolutions and

the completion of any of the transactions contemplated by this Agreement and, if requested by Parent, will retain a proxy solicitation

firm acceptable to the Parties, acting reasonably, to assist with its proxy solicitation;

(i) Logan shall provide Parent with copies of or access to information regarding the Meeting generated by the registrar and transfer agent

for the Logan Shares or any

proxy solicitation firm retained by Logan, as may be reasonably

requested from time to time by Parent;

(j) Logan shall permit Parent to, at Parent's expense, directly or through a proxy solicitation firm, actively solicit proxies in favour

of the Logan Transaction Resolution and against any resolution submitted by any Person that is inconsistent with the Logan Transaction

Resolution or the completion of any of the transactions contemplated in this Agreement in compliance with Applicable Law, and disclose

in the Circular that Parent may make such solicitations;

(k) as reasonably requested from time to time by Parent in connection with any solicitation of proxies conducted pursuant to Section 3.5(j),

Logan shall provide Parent with a list of the registered holders of Logan Shares, participants and book-based nominee registrants such

as CDS & Co., and non-objecting beneficial owners of Logan Shares, together with their addresses and respective holdings of Logan

Shares, as applicable, and the names, addresses and holdings of all holders of Logan Options, Logan RSAs and Logan Warrants; and Logan

shall, and shall instruct the registrar and transfer agent for the Logan Shares to, furnish Parent with such additional information, including

updated or additional lists of Logan Shareholders, holders of Logan Options, holders of Logan RSAs and holders of Logan Warrants and other

assistance, as Parent may reasonably request from time to time in furtherance of the solicitation of proxies in respect of the Meeting;

(l) Logan shall promptly inform Parent as soon as it is aware of the number of Logan Shareholders for which Logan receives notices of

dissent or written objections to the Arrangement, whether or not such notices or objections are valid or in proper form, and provide Parent

with copies of such notices and written objections on an as received basis and, subject to Applicable Laws, shall provide Parent with

an opportunity to review and comment upon any written communications proposed to be sent by or on behalf of Logan to any Logan Shareholder

exercising or purporting to exercise Dissent Rights in relation to the Logan Transaction Resolution and reasonable consideration shall

be given to any comments made by Parent and its legal counsel prior to sending any such written communications. Logan shall not settle

any claims with respect to Dissent Rights without the prior written consent of Parent, not to be unreasonably withheld, conditioned or

delayed;

(m) Logan shall use its reasonable commercial efforts to cause the delisting of the Logan Shares from the TSXV, and Logan and Newco shall

use their reasonable commercial efforts to cause the listing of the Newco Shares on the TSXV, in each case to be effective as soon as

reasonably practicable following the Effective Date;

(n) Logan shall ensure that it has available funds to pay the Purchaser Termination Amount pursuant to Section 7.2, having regard

to its other liabilities and obligations, and will take all such actions as may be necessary to ensure that it maintains such availability

to ensure that it is able to pay such amount if required; and

(o) [Redacted]

3.6 Competition Act Approval

(a) In connection with the Competition Act Approval:

(i) within five (5) Business Days following the Agreement Date, Parent shall, with the assistance of and in consultation with Logan, prepare

and file with the Commissioner a request for an ARC or, in the alternative, a No Action Letter, in respect of the transactions contemplated

by this Agreement, as well as a waiver of the obligation to file notifications under Part IX of the Competition Act pursuant to Section 113(c)

of the Competition Act; and

(ii) if the Competition Act Approval is not obtained within twenty (20) days of the submission of the request for an ARC or, in the event

that the Commissioner will not issue an ARC or a waiver of the obligation to file notifications under Part IX of the Competition

Act, upon written request by Parent or Logan, each of Parent and Logan shall, and shall cause their respective affiliates, if applicable,

to file with the Commissioner a notification under Part IX of the Competition Act within ten (10) Business Days following receipt

of such request.

(b) Each Party shall, and shall cause its respective affiliates to, use its commercially reasonable efforts to obtain the Competition

Act Approval as soon as reasonably practicable, but in any event no later than three (3) Business Days prior to the Outside Date; provided,

however, that neither Purchaser nor Parent nor any of their affiliates shall be required to divest or hold separate, or to take any action

or behavioral remedy: (i) in respect of any business or assets of Purchaser, Parent, Logan or any of their affiliates; or (ii) that would

reasonably be expected to reduce the benefits of the Arrangement, in each case, which may otherwise be required or necessary to secure

the Competition Act Approval.

(c) In connection with obtaining the Competition Act Approval, if any objection by a Governmental Authority is asserted with respect to

the transactions contemplated by this Agreement, or if any proceeding is instituted by any Governmental Authority challenging any of the

transactions contemplated by this Agreement, Parent shall, and shall cause its affiliates to, use their commercially reasonable efforts

to defend against, resist and resolve, any such objection or proceeding so as to allow the Effective Date to occur prior to the Outside

Date.

(d) In connection with obtaining the Competition Act Approval, subject to Applicable Law and Section 3.6(b), each Party shall, and shall

cause its affiliates to: (i) cooperate with the Other Party and provide such information and assistance to the Other Party as the Other

Party may reasonably request; (ii) respond as soon as practicable to any requests for information, documents, interviews or testimony

(including in respect of any submissions or supplementary information requests) or requests for meetings by any Governmental Authority

in connection with the transactions contemplated by this Agreement; (iii) permit the Other Party an advance opportunity

to review and comment upon any proposed substantive written communications

to any Governmental Authority in connection with the transactions contemplated by this Agreement, consider in good faith the comments

of the Other Party, and provide the Other Party with final copies thereof; (iv) not participate in any substantive meetings or discussions

(whether in person, by e-mail, by telephone or otherwise) with any Governmental Authority in connection with the transactions contemplated

by this Agreement without giving the Other Party a reasonable opportunity to attend and participate thereat (except where the Governmental

Authority expressly requests that a Party should not be present at the meeting or discussion or part or parts of the meeting or discussion);

(v) keep the Other Party informed of the status of the Competition Act Approval and promptly notify the Other Party of receipt of any

substantive communications (oral or written) of any nature from a Governmental Authority in connection with the transactions contemplated

by this Agreement and provide the Other Party with copies thereof; (vi) refrain from extending or consenting to any extension of any applicable

waiting or review period or enter into any agreement or commitment with a Governmental Authority to delay or not consummate the transactions

contemplated by this Agreement, except upon the prior written consent of the Other Party (which consent shall not be unreasonably withheld);

and (vii) not do anything that would reasonably be expected to prejudice the Competition Act Approval from being obtained as soon as practicable

or otherwise adversely affect or prevent the receipt of the Competition Act Approval. The Parties will coordinate and cooperate in good

faith in respect of any strategic decisions relating to the Competition Act Approval; however, in the event of a disagreement between

the Parties, Parent will have final authority and sole discretion with respect to the strategic decisions relating to the Competition

Act Approval, subject to Parent's compliance with its obligations under this Section 3.6.

(e) Notwithstanding any requirement in this Agreement, including this Section 3.6 and Section 7.6, or any other provision in

this Agreement, where a Party is required to provide information to the Other Party that is competitively sensitive, the disclosing Party

may restrict the provision of such competitively sensitive information only to the external legal counsel of the Other Party, provided

that the disclosing Party also provides a redacted version of any such information to the Other Party.

(f) Parent shall pay all filing fees payable to any Governmental Authority in respect of the Competition Act Approval.

3.7 Sufficiency of Funds

Parent and Purchaser represent, warrant and covenant to Logan that

Purchaser has, and will have at the Effective Time, sufficient immediately available funds to pay the aggregate Consideration payable

under the Arrangement, to repay the indebtedness outstanding under the Logan Credit Documents in accordance with Section 3.5(b),

and to pay all other amounts payable by Parent and Purchaser under this Agreement and in connection with the Arrangement, and the obligations

of Parent and Purchaser under this Agreement are not subject to any condition regarding the ability of Parent or Purchaser to obtain financing.

3.8 Parent Guarantee

Parent shall cause Purchaser to perform all of its obligations under

this Agreement and hereby unconditionally and irrevocably guarantees the due and punctual performance by Purchaser of each and every obligation

of Purchaser arising under this Agreement and the Arrangement, including,

without limitation, the due and punctual payment and delivery of

the Consideration pursuant to the Arrangement.

3.9 Newco Transactions

(a) Prior to the Effective Time, Logan shall, and shall cause Newco to, complete the following (collectively, the "Newco Reorganization"),

in each case on the terms described in the Disclosure Letter:

(i) the Andora Acquisition (to be completed on or about October 30, 2026 and funded by the contribution by Logan to Newco, as a contribution

of capital, of the proceeds of borrowings incurred by Logan under the Logan Credit Agreement) and, if Logan so determines and pursuant

to Applicable Law, the making by Logan and Newco of a joint election under subsection 85(1) of the Tax Act for the transfer of "eligible

property" within the meaning of subsection 85(1.1) of the Tax Act in respect of such transactions;

(ii) on January 1, 2027, the Andora Amalgamation, such that each of Newco and Andora has a taxation year ending on December 31, 2026 and

the corporation continuing from the Andora Amalgamation holds the Andora Assets;

(iii) the settlement, repayment or assumption by Newco of all intercompany balances between Logan, on the one hand, and Newco or any Newco

Subsidiary, on the other hand, including the repayment or assumption by Newco of all advances made by Logan to Newco in connection with

the Newco Transactions (other than amounts contributed by Logan to Newco as contributions of capital or in consideration for the issuance

of Newco Shares, all of which amounts shall, for greater certainty, consist of Newco Transaction Costs), and the full and unconditional

release, termination or replacement (without any continuing liability to Logan) of all guarantees, indemnities, letters of credit, security

interests, surety or performance bonds and other credit support provided by Logan, on the one hand, for the benefit of or in respect of

any obligation of Newco or any Newco Subsidiary, such that at the Effective Time no amount is owing by Newco or any Newco Subsidiary to

Logan or by Logan to Newco or any Newco Subsidiary and no such guarantee, indemnity, letter of credit or other credit support remains

outstanding;

(iv) the execution of the Newco Warrant Indenture; and

(v) the other steps described in the Disclosure Letter as forming part of the Newco Reorganization.

(b) Logan shall keep Parent fully informed, on a timely basis, of the status of the Newco Transactions (including any material developments

in respect thereof), shall promptly respond to all reasonable inquiries of Parent and its Representatives in respect of the Newco Transactions

and shall provide Parent and its Representatives with a reasonable opportunity to review and comment on drafts of all documents in respect

of the Newco Transactions and shall consider such comments in good faith, and shall promptly provide Parent with copies of the definitive

agreements in respect of the Newco Transactions and any material amendments thereto.

(c) Logan shall: (i) cause the Newco Transactions to be structured and completed such that they do not, and would not reasonably be expected

to; and (ii) not enter into or amend, as applicable, the Andora Transaction Agreements or the other Contracts providing for the Newco

Transactions in a manner that would reasonably be expected to: (x) other than Newco Transaction Costs not exceeding $65,800,000 in the

aggregate, result in Logan retaining, following the Effective Time, any ownership interest in, or any liability or obligation (whether

absolute, accrued, conditional or otherwise) in respect of the business, operations, results of operations, assets, properties, capitalization,

liabilities, obligations or condition (financial or otherwise) of Newco, any Newco Subsidiary, the Newco Assets or the Newco Transactions,

(y) give rise to any Tax payable by Logan or reduce the Tax Attributes of Logan below the amounts set forth in the Disclosure Letter,

other than as described in the Disclosure Letter, or (z) prevent, materially impede or materially delay the completion of the Arrangement,

in each case without the prior written consent of Parent, not to be unreasonably withheld, conditioned or delayed.

(d) Logan shall cause the Newco Transactions to be structured and completed such that, at the Effective Time, after giving effect to the

Newco Reorganization, the Newco Transaction Costs do not exceed $65,800,000.

(e) All costs, expenses and other amounts owing or payable by Logan in connection with the Newco Transactions (including all costs and

expenses of preparing the Newco Information) that, when taken together with all other Newco Transaction Costs are in excess of $65,800,000,

shall be borne by Newco. Without limiting the foregoing, not later than two (2) Business Days prior to the Effective Date, Newco shall:

(i) pay to Logan in cash, in immediately available funds, the amount of any such excess that has been paid or funded by Logan; and (ii)

assume, pay or otherwise satisfy, without recourse to Logan, the amount of any such excess that remains unpaid. Logan shall deliver to

Parent, not later than five (5) Business Days prior to the Effective Date, a statement setting out in reasonable detail its good faith

estimate of the Newco Transaction Costs and any such excess.

3.10 Newco Transaction Warrants and Listing

(a) The Newco Transaction Warrants shall be non-transferable (other than by operation of law), shall be exercisable at any time prior

to 5:00 p.m. (Calgary time) on the date that is 60 days following the Effective Date and shall otherwise have the terms set out in the

Newco Warrant Indenture. Newco shall reserve and allot for issuance a sufficient number of Newco Shares to permit the exercise of all

Newco Transaction Warrants and Newco Financing Warrants.

(b) Logan and Newco shall use their reasonable commercial efforts to obtain, prior to the Effective Time, the conditional approval of

the TSXV for the listing of the Newco Shares (including the Newco Shares issuable on exercise of the Newco Transaction Warrants and the

Newco Financing Warrants) on the TSXV, and to cause the Newco Shares to be listed and posted for trading on the TSXV as soon as reasonably

practicable following the Effective Date.

(c) The issuance by Newco to Logan of the Newco Shares and Newco Transaction Warrants, and the subsequent distribution by Logan of such

Newco Shares and Newco Transaction Warrants to the Logan Shareholders, in exchange for their Logan Shares, pursuant to the Plan of Arrangement

shall be effected in reliance upon exemptions from the prospectus requirements of Applicable Canadian Securities

Laws and, in the United States, in reliance upon the exemption

from the registration requirement of the U.S. Securities Act provided by Section 3(a)(10) thereof, and Logan and Newco shall ensure that

the Circular contains the disclosure required in respect thereof. For greater certainty, the Section 3(a)(10) exemption will not be available

for the issuance of Newco Shares upon the subsequent exercise of the Newco Transaction Warrants. The Newco Transaction Warrants may not

be exercised by or on behalf of any Person in the United States unless an exemption from the registration requirements of the U.S. Securities

Act and applicable state securities laws is available, and the Newco Warrant Indenture shall so provide.

(d) The board of directors and management of Newco following the Effective Time shall be determined by the Logan Board, in its sole discretion,

and shall be disclosed in the Circular. Prior to the Effective Time, Newco shall adopt the Newco Incentive Plans, which shall be subject

to the approval of the Newco Option Plan Resolution and the Newco Share Award Plan Resolution, respectively, by the Logan Shareholders

at the Meeting and the acceptance of the TSXV, and no grants shall be made under the Newco Incentive Plans prior to the Effective Time

except as described in the Circular and approved by the applicable Newco Resolution.

3.11 Newco Indemnity

(a) From and after the Effective Time, Newco shall indemnify, defend and save harmless Logan, Parent, Purchaser and their respective affiliates

and their respective directors, officers, employees, agents and Representatives, and their respective successors and assigns (collectively,

the "Logan Indemnified Parties") from and against any and all Losses suffered or incurred by any of the Logan Indemnified

Parties in any way caused by, arising from or relating to, directly or indirectly: (i) Newco, the Newco Subsidiaries (including Andora),

the Newco Assets (including the Andora Assets and the Conveyed Assets) or the business, operations, affairs or liabilities of any of them

(excluding Losses in respect of Taxes); (ii) the Newco Transactions (including the Andora Acquisition, the Conveyance, the Newco Reorganization

and the Newco Financing) or any of the agreements, instruments and documents entered into in connection therewith (including the Andora

Transaction Agreements and the Conveyance Agreement), including any obligation of Newco or Andora to pay the Holdback, the Deferred Payment

or any amount under the Conditional Payment Agreement (each as defined in the Andora SPA or the conditional payment agreement referred

to in the definition of Andora Transaction Agreements, as applicable), any obligation under the deferred payment guaranty or any replacement

parent company guarantee delivered in connection with the KIGAM Agreement, and any obligation in respect of the employees of Newco or

any Newco Subsidiary (excluding Losses in respect of Taxes); (iii) the distribution of the Newco Securities pursuant to the Arrangement,

including the Tax consequences thereof to Logan and any failure of such distribution to comply with Applicable Canadian Securities Laws

or the U.S. Securities Act (other than as a result of any act or omission of Parent or Purchaser or any Parent Information); (iv) any

Environmental Laws, abandonment, decommissioning or reclamation obligations or Taxes relating to Newco, any Newco Subsidiary or the Newco

Assets, or arising from the Newco Transactions, where such Loss results in a reduction in the Tax Attributes of Logan with such reduction

for such Tax Losses being indemnified on a dollar for dollar basis of Tax Attributes so reduced; (v) any guarantee, indemnity, letter

of credit or other credit support provided by Logan in respect of any obligation of Newco or any Newco Subsidiary; and (vi) any breach

by Newco of any of its covenants in this Agreement, in each case whether existing or arising before, as of or following the Effective

Time

and whether the facts giving rise to such Losses occurred before,

as of or following the Effective Time (including, for certainty, any obligations owing by the Logan Group to former employees of the Logan

Group who are employees or intended employees of Newco following the Effective Time).

(b) The indemnities in this Section 3.11 shall survive the completion of the Arrangement indefinitely, are in addition to and not

in substitution for any other right or remedy of the Logan Indemnified Parties, and there shall be no obligation on any Logan Indemnified

Party to first pursue any right or remedy against any other Person before seeking indemnification from Newco hereunder. Newco shall pay

any amount owing under this Section 3.11 within twenty (20) Business Days of written demand, without set-off or deduction. Logan shall

hold the benefit of this Section 3.11 in trust for the Logan Indemnified Parties that are not Parties and the provisions of this

Section 3.11 shall be enforceable by each of them.

(c) A Logan Indemnified Party seeking indemnification under this Section 3.11 in respect of a claim by a third party shall give Newco

prompt written notice of such claim (provided that any failure to give such notice shall not relieve Newco of its obligations hereunder

except to the extent Newco is materially prejudiced thereby), and Newco shall be entitled, at its expense and upon first acknowledging

in writing its obligation to indemnify the Logan Indemnified Parties in respect of such claim, to assume the defence of such claim with

counsel reasonably satisfactory to the Logan Indemnified Party, provided that: (i) if Newco does not assume the defense of such claim

within fifteen (15) days following receipt of notice thereof (or such shorter period as may be required to respond to such claim), or,

having assumed such defense, fails to conduct such defense actively, diligently and in good faith, the Logan Indemnified Party shall be

entitled, upon written notice to Newco, to assume and control the defense of such claim with counsel of its choosing, and all reasonable

costs and expenses of such defense shall be borne by Newco and shall constitute Losses for which Newco is liable hereunder; (ii) the Logan

Indemnified Party may participate in the defense of any claim at its own expense; and (iii) Newco shall not settle any such claim without

the prior written consent of the Logan Indemnified Party (not to be unreasonably withheld) unless such settlement involves only the payment

of money by Newco and includes an unconditional release of the Logan Indemnified Parties.

(d) For greater certainty, nothing in this Section 3.11 shall require Newco to indemnify any Logan Indemnified Party in respect of

any Losses relating to the assets, business or liabilities retained by Logan following the Effective Time, other than Losses arising from

the matters described in Section 3.11(a).

3.12 Covenants of Newco

(a) Newco covenants and agrees with Parent and Purchaser that it shall: (i) at the Effective Time, deliver to Purchaser all books and

records of Logan in the possession or control of Newco or any Newco Subsidiary, and from and after the Effective Time, provide Logan,

Parent and Purchaser with reasonable access, upon reasonable notice and during normal business hours, to the books and records of Newco

and the Newco Subsidiaries (and copies thereof) for any reasonable purpose, including the preparation of Returns and financial statements

and the conduct of any Proceeding; and (ii) not, and shall cause the Newco Subsidiaries not to, hold itself out as being affiliated with

Logan, Parent or Purchaser following the Effective Time.

(b) Nothing in this Agreement shall constitute Parent or Purchaser as a shareholder of, or confer on Parent or Purchaser any right to

approve, consent to or control, Newco, the Newco Assets, the Newco Transactions or the business and affairs of Newco, except as expressly

provided in this Agreement.

(c) From and after the Effective Time, Newco shall, and shall cause the Newco Subsidiaries and its and their respective directors, officers,

employees and consultants (including any such Person who was formerly a director, officer, employee or consultant of Logan) to, hold in

confidence and not use or disclose any confidential or proprietary information of or relating to Logan, Parent, Purchaser or their respective

affiliates or businesses (other than information relating solely to Newco, the Newco Subsidiaries or the Newco Assets), except to the

extent such information is or becomes generally available to the public other than as a result of a breach of this Section 3.12(c), or

is required to be disclosed by Applicable Law (in which case Newco shall, to the extent legally permitted, give Parent prompt prior notice

of such disclosure).

3.13 Non-Competition

(a) Subject to Section 3.13(b), for a period of one (1) year following the Effective Date (the "Restricted Period"),

Newco shall not, and shall cause the Newco Subsidiaries not to, directly or indirectly, whether on its own account or as a partner, joint

venturer, agent, consultant, operator or manager of or for any other Person:

(i) acquire, hold, lease, explore for, develop, produce or otherwise participate in the ownership or operation of any petroleum and natural

gas rights, wells, facilities or other interests in the Montney formation underlying the lands within the area outlined in red on the

map attached as Schedule "G" (the "Restricted Area"), including by bidding on or acquiring any Crown or freehold

petroleum and natural gas leases or licences, or entering into any farm-in, joint venture, participation or similar arrangement, in each

case in respect of rights in the Montney formation underlying the Restricted Area (collectively, the "Restricted Business");

(ii) invest in, lend money to, guarantee the debts or obligations of, promote or assist, financially or otherwise, any Person for the purposes

of carrying on, engaging in, advising, managing or otherwise participating in the Restricted Business; or

(iii) in respect of any Person in which Newco or any Newco Subsidiary owns an interest, approve, promote or encourage such Person to do

any of the foregoing.

(b) Nothing contained in Section 3.13(a) will prohibit or restrict Newco or any Newco Subsidiary from: (i) acquiring or directly or indirectly

owning at any one time, solely as a passive investment, securities of any Person listed on a recognized stock exchange representing less

than 10% of the aggregate issued and outstanding securities of any class of such Person, provided that none of Newco, any Newco Subsidiary

or any Person acting jointly or in concert with Newco is involved in any manner whatsoever with the management of such Person; (ii) acquiring

or holding an interest in any Person, or the assets of any Person, that holds interests in the Restricted Business where the fair market

value of such interests represents less than 10% of the total fair market value of the assets of such Person, provided that

neither Newco nor any Newco Subsidiary shall cause such Person

to acquire additional interests in the Restricted Business during the Restricted Period; (iii) acquiring or holding petroleum and natural

gas rights in any formation other than the Montney formation within the Restricted Area, notwithstanding that the lease, licence or other

instrument under which such rights are held may also include rights in the Montney formation, provided that Newco and the Newco Subsidiaries

do not explore for, develop or produce petroleum and natural gas from the Montney formation underlying the Restricted Area in reliance

on this clause (iii); or (iv) in respect of any Person that acquires control of Newco after the Effective Time, carrying on the business

carried on by such Person and its affiliates (other than Newco and the Newco Subsidiaries) as of immediately prior to such acquisition

of control.

(c) Newco acknowledges that the covenants in Section 3.13(a) are reasonable and necessary to allow Parent and Purchaser to receive the

full benefit of the goodwill of the business of Logan acquired pursuant to the Arrangement, that Parent and Purchaser have relied on such

covenants in entering into this Agreement, that such covenants are an integral part of the Arrangement under which Newco and the Logan

Shareholders receive significant benefit, and that any breach of such covenants would cause Parent and Purchaser irreparable harm not

compensable in damages. Newco agrees that Parent and Purchaser shall be entitled to injunctive relief in respect of any breach or threatened

breach of Section 3.13(a) without being required to show irreparable harm, in addition to any other remedy available at law or in equity.

If a court determines that the duration of the Restricted Period, the scope of the Restricted Area or the scope of the Restricted Business

is unreasonable, the Parties agree that such duration or scope shall be reduced to the extent necessary for such covenants to be reasonable

and enforceable, and the Parties shall request that the court apply notional severance or "blue-pencil" severance accordingly.

(d) The covenants in this Section 3.13 are given by Newco (and, through Newco, the Newco Subsidiaries) only. For greater certainty, no

director, officer, employee or consultant of Logan, Newco or any Newco Subsidiary shall be bound by, or shall be required to enter into

any agreement with Parent or Purchaser containing, any non-competition, area of exclusion or similar restrictive covenant in connection

with this Agreement or the Arrangement, and nothing in this Section 3.13 shall restrict any such individual in his or her personal capacity.

3.14 Non-Solicitation

(a) During the Restricted Period, Newco shall not, and shall cause the Newco Subsidiaries not to, either individually or in partnership

or jointly or in conjunction with any other Person, as principal, agent, consultant, contractor, employer, employee or in any other manner,

directly or indirectly, solicit, entice away or in any other manner persuade or attempt to persuade any Person who is employed or engaged

by Logan or any of its affiliates (including, following the Effective Time, Parent and Purchaser) (other than the Transferred Employees,

any other Person disclosed in the Disclosure Letter as becoming a director, officer, employee or consultant of Newco in connection with

the Newco Transactions, and any Person whose employment or engagement is terminated by Logan, Parent or any of their affiliates following

the Effective Time): (i) for any reason that is adverse to or competitive with the business of Logan; and/or (ii) to discontinue or alter

his or her relationship with Logan or any of its affiliates.

(b) Newco shall not be in default under this Section 3.14 by virtue of making general solicitations of employment in the ordinary course

of business (such as general newspaper or social media advertisements for available positions) not specifically directed at employees

of Logan or its affiliates.

3.15 Restrictive Covenants

The Parties each acknowledge and confirm that, and their collective

intention is that (a) for tax purposes, no part of any consideration that is payable or receivable by any Party or the Logan Shareholders

pursuant to this Agreement and/or the Arrangement is or shall be allocated to any provision of this Agreement that is a restrictive covenant

(a "Restrictive Covenant") as defined in section 56.4 of the Tax Act granted by Newco or the Newco Subsidiaries pursuant

to this Agreement; and (b) any Restrictive Covenant contained in this Agreement (including as described in Section 3.13 and Section 3.14)

is integral to this Agreement and the Arrangement and is being granted to maintain or preserve the value of the Logan Shares and the New

Logan Shares disposed of to Purchaser.

Article 4

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

4.1 Representations and Warranties of Parent and Purchaser

Parent and Purchaser, jointly and severally, hereby make to, and

in favour of, Logan the representations and warranties set out in Schedule "C" and acknowledge that Logan is relying upon

such representations and warranties in connection with the matters contemplated by this Agreement.

4.2 Investigation

Any investigation by Logan and its advisors shall not mitigate, diminish

or affect the representations and warranties of Parent and Purchaser pursuant to this Agreement.

4.3 Disclaimer

Logan agrees and acknowledges that, except as set forth in this Agreement,

neither Parent nor Purchaser makes any representation or warranty, express or implied, at law or in equity, with respect to Parent, Purchaser,

or their respective businesses, past, current or future financial condition or their assets, liabilities or operations, or their past,

current or future profitability, performance or cash flows, individually or in the aggregate, and any such other representations or warranties

are hereby expressly disclaimed.

4.4 Survival of Representations and Warranties

The representations and warranties of Parent and Purchaser contained

in this Agreement shall expire and be terminated on the earlier of the Effective Date and the date on which this Agreement is terminated

in accordance with its terms.

Article 5

REPRESENTATIONS AND WARRANTIES OF LOGAN and Newco

5.1 Representations and Warranties of Logan

Logan hereby makes to, and in favour of, Parent and Purchaser the

representations and warranties set out in Schedule "D" and acknowledges that Parent and Purchaser are relying upon such

representations and warranties in connection with the matters contemplated

by this Agreement. The representations and warranties in Schedule "D" (other than Sections (c), (d) and (hhh) thereof) are made

in respect of Logan and the business, assets and liabilities to be retained by Logan following the Effective Time, and are not made in

respect of Newco, any Newco Subsidiary, the Newco Assets or the Newco Transactions, except to the extent that any of the foregoing results

in, or would reasonably be expected to result in, any liability, cost, expense, obligation or commitment (including a guarantee or other

form of credit support) of Logan following the Effective Time, or gives rise to, or would reasonably be expected to give rise to, any

Tax payable by Logan or a reduction of the Tax Attributes of Logan below the amounts set forth in the Disclosure Letter.

5.2 Representations and Warranties of Newco

Newco hereby makes to, and in favour of, Parent and Purchaser the

representations and warranties set out in Schedule "E" and acknowledges that Parent and Purchaser are relying upon such representations

and warranties in connection with the matters contemplated by this Agreement.

5.3 Investigation

Any investigation by Parent, Purchaser and their respective advisors

shall not mitigate, diminish or affect the representations and warranties of Logan or Newco pursuant to this Agreement.

5.4 Disclaimer

Parent and Purchaser agree and acknowledge that, except as set forth

in this Agreement, neither Logan nor Newco makes any representation or warranty, express or implied, at law or in equity, with respect

to such Party, its business, its past, current or future financial condition or its assets, liabilities or operations, or its past, current

or future profitability, performance or cash flows, individually or in the aggregate, and any such other representations or warranties

are hereby expressly disclaimed.

5.5 Survival of Representations and Warranties

The representations and warranties of Logan and Newco contained in

this Agreement shall expire and be terminated on the earlier of the Effective Date and the date on which this Agreement is terminated

in accordance with its terms.

Article 6

CONDITIONS PRECEDENT

6.1 Mutual Conditions Precedent

The respective obligations of the Parties to consummate the transactions

contemplated by this Agreement, and in particular to complete the Arrangement, are subject to the satisfaction, on or before the Effective

Time, or such other time specified, of the following conditions:

(a) the Interim Order shall have been granted on terms consistent with this Agreement, and such order shall not have been set aside or

modified in a manner unacceptable to Parent or Logan, each acting reasonably, on appeal or otherwise;

(b) the Logan Transaction Resolution shall have received the Logan Required Approval (including, where applicable, by Extraordinary Written

Consent) at the Meeting in accordance with the Interim Order;

(c) the Final Order shall have been granted in form and substance satisfactory to each of Parent and Logan, acting reasonably, and such

order shall not have been set aside or modified in a manner unacceptable to Parent or Logan, acting reasonably, on appeal or otherwise;

(d) the Competition Act Approval shall have been obtained and shall be in full force and effect; and

(e) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and

has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement.

The conditions in this Section 6.1 are

for the mutual benefit of the Parties and may be asserted by either Party regardless of the circumstances and may be waived by the mutual

written consent of the Parties, in whole or in part, at any time and from time to time without prejudice to any other rights that the

Parties may have, including the right of the Parties to rely on any other of such conditions.

6.2 Additional Conditions to Obligations of Parent and Purchaser

The respective obligations of Parent and Purchaser to consummate

the transactions contemplated by this Agreement, and in particular to complete the Arrangement, are subject to the satisfaction, on or

before the Effective Date or such other time specified, of the following conditions:

(a) Logan and Newco shall have fulfilled and complied with in all material respects each of their respective covenants herein to be performed,

fulfilled or complied with on or before the Effective Time, and each of Logan and Newco shall have provided to Parent a certificate of

two executive officers certifying compliance with such covenants dated the Effective Date;

(b)

(i) the representations and warranties of Logan in Sections (a) (Organization and Qualification), (b) (Authority Relative to this

Agreement), (c) (Subsidiaries; Joint Ventures) and (d) (Ownership of Newco) of Schedule "D" shall be true and correct in

all respects as of the Agreement Date and as of the Effective Date as if made on and as of such date (and, in the case of Sections (c)

and (d), immediately prior to the Effective Time and before giving effect to the Newco Reorganization and the Arrangement) (except to

the extent such representations and warranties speak of an earlier date, the accuracy of which shall be determined as of such earlier

date);

(ii) the representations and warranties of Logan in Section (v) (Capitalization) of Schedule "D" shall be true and

correct in all respects (except for de minimis inaccuracies) as of the Agreement Date and shall be true and correct in all respects (except

for de minimis inaccuracies and as a result of transactions, changes, conditions and events or circumstances permitted hereunder) as of

the Effective Date as if made on and as of such date; and

(iii) all other representations and warranties of Logan set forth in this Agreement shall be true and correct as of the Agreement Date and

shall be true and correct as of the Effective Date as if made on and as of such date (except to

the extent such representations and warranties speak as of

an earlier date, the accuracy of which shall be determined as of that specified date), except where any failure or failures of any such

representations and warranties to be so true and correct would not have, or would not reasonably be expected to have, individually or

in the aggregate, a Material Adverse Effect on Logan, or prevent or materially delay the completion of the transactions contemplated in

this Agreement (and, for this purpose, any reference to "material", "Material Adverse Effect" or any

other concept of materiality in such representations and warranties shall be ignored), and Logan shall have provided to Parent a certificate

of two executive officers certifying such accuracy on the Effective Date;

(c) between the Agreement Date and the Effective Time, there shall not have occurred a Material Adverse Change in respect of Logan;

(d)

(i) the representations and warranties of Newco in Sections (a) (Organization and Qualification) and (b) (Authority Relative to this Agreement)

of Schedule "E" shall be true and correct in all respects as of the Agreement Date and as of the Effective Date as if made on

and as of such date (except to the extent such representations and warranties speak of an earlier date, the accuracy of which shall be

determined as of such earlier date); and

(ii) all other representations and warranties of Newco set forth in this Agreement shall be true and correct in all material respects as

of the Agreement Date and shall be true and correct in all material respects as of the Effective Date as if made on and as of such date

(except to the extent such representations and warranties speak as of an earlier date, the accuracy of which shall be determined as of

that specified date) (and, for this purpose, any reference to "material", "Material Adverse Effect" or any other concept

of materiality in such representations and warranties shall be ignored), and Newco shall have provided to Parent a certificate of two

executive officers certifying such accuracy on the Effective Date;

(e) holders of not greater than 5.0% of the outstanding Logan Shares shall have validly exercised Dissent Rights in respect of the Arrangement

that have not been withdrawn as of the Effective Date; and

(f) the Newco Reorganization (including, for greater certainty, the Andora Acquisition) shall have been completed in accordance with Section 3.9(a).

The conditions in this Section 6.2 are for the exclusive

benefit of Parent and Purchaser and may be asserted by Parent and Purchaser regardless of the circumstances or may be waived by Parent

and Purchaser in the sole discretion of Parent and Purchaser, in whole or in part, at any time and from time to time without prejudice

to any other rights which Parent and Purchaser may have, including the right of Parent and Purchaser to rely on any other of such conditions.

6.3 Additional Conditions to Obligations of Logan

The obligation of Logan to consummate the transactions contemplated

by this Agreement, and in particular to complete the Arrangement, is subject to the satisfaction, on or before the Effective Date or such

other time specified, of the following conditions:

(a) Parent and Purchaser shall have fulfilled and complied with in all material respects each of their respective covenants herein to

be performed, fulfilled or complied with on or before the Effective Time, and Parent on its own behalf and on behalf of Purchaser, shall

have provided to Logan a certificate of two executive officers certifying compliance with such covenants dated the Effective Date;

(b)

(i) the representations and warranties of Parent and Purchaser in Sections (a) (Organization and Qualification), (b) (Authority Relative

to this Agreement and the Logan Support Agreements) and (d) (Funds Available) of Schedule "C" shall be true and correct

in all respects as of the Agreement Date and as of the Effective Date as if made on and as of such date (except to the extent such representations

and warranties speak of an earlier date, the accuracy of which shall be determined as of such earlier date); and

(ii) all other representations and warranties of Parent and Purchaser set forth in this Agreement shall be true and correct as of the Agreement

Date and shall be true and correct as of the Effective Date as if made on and as of such date (except to the extent such representations

and warranties speak as of an earlier date, the accuracy of which shall be determined as of that specified date), except where any failure

or failures of any such representations and warranties to be so true and correct would not, or would not reasonably be expected to, prevent

or materially delay the completion of the transactions contemplated in this Agreement (and, for this purpose, any reference to "material",

"Material Adverse Effect" or any other concept of materiality in such representations and warranties shall be ignored), and

Parent on its own behalf and on behalf of Purchaser shall have provided to Logan a certificate of two executive officers certifying such

accuracy on the Effective Date; and

(c) Purchaser shall have deposited, or Parent shall have caused Purchaser to deposit, with the Depositary, sufficient funds to satisfy

Purchaser's obligations under Section 2.6.

The conditions in this Section 6.3 are for the exclusive

benefit of Logan and may be asserted by Logan regardless of the circumstances or may be waived by Logan in its sole discretion, in whole

or in part, at any time and from time to time without prejudice to any other rights which Logan may have, including the right of Logan

to rely on any other of such conditions.

6.4 Notice and Cure Provisions

(a) Each Party shall give prompt notice to the Other Party of the occurrence, or failure to occur, at any time from the Agreement Date

to the Effective Date, of any event or state of facts that would, or would be likely to:

(i) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect on

the Agreement Date or at the Effective Date; or

(ii) result in the failure to comply with or satisfy any covenant or condition to be complied with or satisfied by either Party hereunder

prior to or at the Effective Date, in each case to the extent that the conditions in Section 6.2(a) and Section 6.2(b), in the

case of Logan's representations, warranties and covenants, and Section 6.3(a) and Section 6.3(b), in the case of Parent's and

Purchaser's representations, warranties and covenants, would not be capable of being satisfied at any time from the Agreement Date until

the Effective Date. No such notification shall affect the representations or warranties of the Parties or the conditions to the obligations

of the Parties hereunder.

(b) Neither Logan, Parent nor Purchaser may elect to terminate this Agreement as provided for in Section 9.1(c) unless promptly,

and in any event prior to the issuance of the Certificate: (i) the Party intending to rely thereon has delivered a written notice to the

Other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters that the Party

delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition or conditions precedent and shall

provide in such notice that the Other Party shall be entitled to cure any breach of a covenant or representation and warranty or other

matters within ten (10) days after receipt of such notice (except that no cure period shall be provided and this Section 6.4(b) shall

not apply in the case of a breach that, by its nature, cannot be cured and, in no event, shall any cure period extend beyond the Outside

Date); and (ii) if the breaches of covenants, representations and warranties or other matters specified in such notice have not been cured

by the date that is the earlier of the Outside Date and the date that is ten (10) days after receipt of such notice, such date shall be

the termination date. More than one such notice may be delivered by a Party.

6.5 Merger of Conditions

The conditions set out in this Article 6 are conclusively deemed

to have been satisfied, waived or released upon the issuance of a Certificate in respect of the Arrangement.

Article 7

ADDITIONAL AGREEMENTS

7.1 Covenants Regarding Non-Solicitation

(a) Logan shall, and shall cause its subsidiaries and its and their Representatives, as applicable, to: (i) immediately cease and cause

to be terminated all existing solicitations, encouragements, discussions or negotiations (including through any of the Representatives

of Logan), if any, initiated before the Agreement Date with respect to any Person (other than Parent) that has made, indicated any interest

in making or may reasonably be expected to make, an Acquisition Proposal; (ii) as and from the Agreement Date until termination of this

Agreement pursuant to Article 9, immediately discontinue providing access to and disclosure of any of its confidential information

and not allow or establish further access to any of its confidential information, or any data room, virtual or otherwise, to any Person

(other than Parent or its Representatives); (iii) pursuant to and in accordance with each applicable

confidentiality agreement, promptly request the return or destruction

of all information provided to any third parties that have entered into a confidentiality agreement with Logan and the destruction of

all material including or incorporating or otherwise reflecting such confidential information regarding Logan or any of its subsidiaries,

and shall use reasonable commercial efforts to cause such requests to be honoured; and (iv) enforce and not release, waive, terminate

or otherwise forbear in the enforcement of, amend or modify, or enter into or participate in any discussions, negotiations or agreements

to release, waive or otherwise forbear or amend or modify, any rights or other benefits under any confidentiality agreements to which

Logan or a Logan Subsidiary is a party, including any "standstill provisions" and similar covenants thereunder. Logan undertakes

to use commercially reasonable efforts to enforce all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants

or agreements that it has entered into with third parties prior to the Agreement Date.

(b) Logan shall not, directly or indirectly, do, nor authorize or permit any of its Representatives to do, any of the following:

(i) solicit, assist, initiate, entertain or knowingly facilitate or encourage or take any action to solicit, assist, initiate, entertain

or knowingly facilitate or encourage any Acquisition Proposal, or engage in any communication regarding the making of any proposal or

offer that constitutes, or may reasonably be expected to constitute or lead to an Acquisition Proposal, including by way of furnishing

information or access to properties, facilities or books and records;

(ii) withdraw, amend, modify or qualify, or propose to withdraw, amend, modify or qualify, in any manner adverse to Parent, the Logan Board

Recommendation (insofar as it relates to the Logan Transaction Resolution) (or any related recommendation by any committee of the Logan

Board);

(iii) make any public announcement or take any other action inconsistent with the Logan Board Recommendation;

(iv) enter into or otherwise engage or participate in any negotiations or any discussions regarding any inquiry, proposal or offer that

constitutes or may constitute or may reasonably be expected to lead to an Acquisition Proposal, or furnish or provide access to any information

with respect to Logan's securities, business, properties, operations or conditions (financial or otherwise) in connection with or in furtherance

of an Acquisition Proposal, or otherwise cooperate in any way with, or assist or knowingly participate in, facilitate or encourage, any

effort or attempt of any other Person to do or seek to do any of the foregoing;

(v) accept, recommend, approve, agree to, endorse or propose publicly to accept, recommend, approve, agree to or endorse an Acquisition

Proposal, or, for a period in excess of five (5) Business Days, take no position or a neutral position with respect to a publicly announced

or publicly proposed, Acquisition Proposal; or

(vi) accept, approve, endorse or enter into (other than a confidentiality and standstill agreement permitted by and in accordance with

Section 7.1(b)(vii)) or publicly propose to accept, approve, endorse or enter into any agreement,

understanding or arrangement (including any letter of intent

or agreement in principle) in respect of or in any way related to any Acquisition Proposal or providing for the payment of any break,

termination or other fees or expenses to any Person, if Logan completes the transactions contemplated hereby;

except that notwithstanding the provisions

of clauses (ii) and (iii) of Section 7.1(a) or this Section 7.1(b), Logan and its Representatives may:

(vii) at any time prior to obtaining the approval of the Logan Shareholders of the Logan Transaction Resolution, enter into, or participate

in, any discussions or negotiations with an arm's length third party who (without any solicitation, initiation or encouragement, directly

or indirectly, after the Agreement Date, by Logan or any of its Representatives) seeks to initiate such discussions or negotiations and,

subject to execution of a confidentiality and standstill agreement and/or clean teams agreement (referred to herein as a "confidentiality

and standstill agreement") with terms at least as restrictive to such counterparty as the Confidentiality Agreement (on the condition

that such confidentiality and standstill agreement shall provide for the disclosure thereof, along with the information provided thereunder,

to Parent), may furnish to such third party information concerning Logan and its business, affairs, properties and assets (on the condition

that such third party is not furnished with greater access or information than Parent), in each case if and only to the extent that:

(A) the third party has first made a written bona fide Acquisition Proposal, which did not result from a breach of this Section 7.1,

and in respect of which the Logan Board determines in good faith, after consultation with its legal counsel and financial advisors as

reflected in the minutes of the Logan Board, constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal;

(B) prior to furnishing such information to or entering into or participating in any such negotiations or initiating any discussions with

such third party, Logan promptly provides written notice to Parent to the effect that it is furnishing information to or entering into

or participating in discussions or negotiations with such Person or entity and provides to Parent a true and complete copy of the final

executed confidentiality and standstill agreement entered into with such Person or entity in compliance with this Section 7.1(b)(vii)

and the information required to be provided under Section 7.1(c); and

(C) Logan and the Logan Subsidiaries have been, and would be after entering into or participating in any such discussions or negotiations,

in compliance with all of their obligations under this Section 7.1;

(viii) comply with Division 3 of National Instrument 62-104 – Take-Over Bids and Issuer Bids and similar provisions under Applicable

Canadian Securities Laws relating to the provision of directors' circulars and make appropriate disclosure with respect thereto to the

Logan Shareholders; and

(ix) at any time prior to obtaining the approval of the Logan Shareholders of the Logan Transaction Resolution withdraw the Logan Board

Recommendation (or any recommendation by any committee of the Logan Board) and accept,

recommend, approve or enter into an agreement to implement

a Superior Proposal from a third party, but only if prior to such acceptance, recommendation, approval or implementation: (A) the Logan

Board shall have concluded in good faith, after considering all proposals to adjust the terms and conditions of this Agreement as contemplated

by Section 7.1(d) and after receiving the advice of its financial advisors and legal counsel, as reflected in minutes of the Logan

Board, that such Superior Proposal is in the best interests of Logan and the taking of such action is necessary for the Logan Board to

act in a manner consistent with its fiduciary duties under Applicable Law; (B) Logan complies with its obligations set out in Section 7.1(d);

and (C) if Logan is entering into an agreement to implement a Superior Proposal, Logan terminates this Agreement in accordance with Section 9.1(e)

and concurrently therewith pays the amount required by Section 7.2.

(c) If, after the Agreement Date, Logan or any of its subsidiaries is in receipt of a bona fide Acquisition Proposal or any request (which

request may be reasonably considered to be in furtherance of, or in relation to, an Acquisition Proposal) for non-public information relating

to the Logan Group or its properties, facilities, books or records, the Logan Group shall promptly (and in any event within 24 hours of

receipt by the Logan Group) notify Parent (at first orally and then in writing) of any Acquisition Proposal (or any amendment thereto)

or any amendments to the foregoing received by the Logan Group. Such notice shall include a copy of any written Acquisition Proposal (and

any amendment thereto) or any such request (which request may be reasonably considered to be in furtherance of, or in relation to, an

Acquisition Proposal) for non-public information relating to the Logan Group or its properties, facilities, books or records received

by the Logan Group or, if no written Acquisition Proposal has been received, a description of the material terms and conditions of, and

the identity of the Person making any inquiry, proposal or offer or request (to the extent then known by the Logan Group). The Logan Group

shall also provide such further and other details of the Acquisition Proposal, request or any amendment thereto as Parent may reasonably

request (to the extent then known by the Logan Group). The Logan Group shall keep Parent fully and promptly informed of the status, including

any change to material terms, of any Acquisition Proposal, request or any amendment thereto, shall respond promptly to all reasonable

inquiries by Parent with respect thereto, and shall promptly provide to Parent copies of all substantive correspondence and other written

material sent to or provided to the Logan Group by any Person in connection with such inquiry, proposal, offer or request or sent or provided

by the Logan Group to any Person in connection with such inquiry, proposal, offer or request.

(d) Following determination by the Logan Board that an Acquisition Proposal constitutes a Superior Proposal, Logan shall give Parent,

orally and in writing, at least five (5) Business Days advance notice of any decision by the Logan Board to accept, recommend, approve

or enter into an agreement (other than a confidentiality and standstill agreement) to implement a Superior Proposal, which notice shall:

(i) confirm that the Logan Board has determined that such Acquisition Proposal constitutes a Superior Proposal;

(ii) identify the third party making the Superior Proposal;

(iii) if Logan is proposing to enter into an agreement to implement such Superior Proposal, confirm that the entering into of a definitive

agreement to implement such Superior Proposal is not subject to any financing condition, due diligence condition or access condition;

and

(iv) if Logan is proposing to enter into an agreement to implement such Superior Proposal, confirm that a definitive agreement to implement

such Superior Proposal has been settled between Logan and such third party in all material respects (including in respect of the value

and financial terms and the value ascribed to any non-cash consideration offered under such Acquisition Proposal), and Logan will concurrently

provide a true and complete copy thereof, together with all supporting materials, including any financing documents supplied to Logan

in connection therewith, and will thereafter promptly provide any amendments thereto, to Parent. During the five (5) Business Day period

commencing on the delivery of a complete copy of such notice containing all of the foregoing materials (such period, the "Matching

Period"), Logan agrees not to accept, recommend, approve or enter into any agreement to implement such Superior Proposal and

not to release the party making the Superior Proposal from any standstill provisions and shall not change, withdraw, withhold, amend,

modify or qualify, or propose publicly to change, withdraw, withhold, amend, modify or qualify, the Logan Board Recommendation. During

the Matching Period, Parent shall have the opportunity (but not the obligation) to offer to amend this Agreement and the Arrangement in

order for such Acquisition Proposal to cease to be a Superior Proposal. In addition, during the Matching Period, or such longer period

as Logan may approve in writing for such purpose: (i) the Logan Board shall review any offer made by Parent to amend this Agreement and

the Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously

constituting a Superior Proposal ceasing to be a Superior Proposal; and (ii) Logan shall negotiate in good faith with Parent to make such

amendments to the terms of this Agreement and the Arrangement as would enable Logan to proceed with the Arrangement as amended rather

than accepting, approving or entering into a contract to implement such Superior Proposal. If the Logan Board determines that such Acquisition

Proposal would cease to be a Superior Proposal: (x) Logan shall promptly so advise Parent, and Logan and Parent shall amend this Agreement

to reflect such offer made by Parent, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing;

and (y) the Logan Board shall not accept, recommend, approve or enter into any agreement to implement such Acquisition Proposal and shall

not release the party making the Acquisition Proposal from any standstill provisions and shall not change, withdraw, withhold, amend,

modify or qualify, or propose publicly to change, withdraw, withhold, amend, modify or qualify, the Logan Board Recommendation. Logan

acknowledges that each successive material modification of any Superior Proposal that results in an increase in the consideration (or

the value thereof) to be received by Logan Shareholders or other material terms or conditions shall constitute a new Superior Proposal

for purposes of the requirement under this Section 7.1(d) to initiate a new Matching Period. In the event that an Acquisition Proposal

is made or announced on a date which is less than five (5) Business Days prior to the Meeting, Logan shall be entitled to adjourn or postpone

the Meeting and Parent shall be entitled to require Logan to adjourn or postpone the Meeting, in each case to a date that

is not more than ten (10) Business Days after the latest date

then scheduled for the Meeting in accordance with this Agreement, in order to address such Acquisition Proposal and if the Logan Board

determines such Acquisition Proposal to be a Superior Proposal to observe and satisfy the Matching Period.

(e) The Logan Board shall promptly and in any event within 24 hours after the determination in clause (i) or (ii) below, reaffirm the

Logan Board Recommendation by news release after any Acquisition Proposal is publicly announced or made if the Logan Board determines

that: (i) such Acquisition Proposal does not constitute a Superior Proposal in accordance with this Section 7.1; or (ii) an amendment

to the terms of this Agreement has been agreed that results in the Acquisition Proposal not being a Superior Proposal. Logan shall provide

Parent and its legal counsel with a reasonable opportunity to review the form and content of any such news release and shall make all

reasonable amendments to such news release as requested by Parent and its legal counsel.

(f) Parent agrees that all information that may be provided to it by Logan with respect to any Superior Proposal pursuant to this Section 7.1

shall be treated as if it were "Confidential Information" as that term is defined in the Confidentiality Agreement, and such

information shall not be disclosed or used except in accordance with the Confidentiality Agreement or in order to enforce its rights under

this Agreement in legal proceedings.

(g) Logan shall ensure that its Representatives are aware of the provisions of this Section 7.1. Logan shall be responsible for any

breach of this Section 7.1 by its Representatives.

7.2 Purchaser Disposition of Rights

If at any time after the execution and delivery of this Agreement

and prior to the termination of this Agreement:

(a) (i) the Logan Board (or any committee thereof), in respect of the Logan Transaction Resolution (and not, for greater certainty, in

respect of any of the Newco Resolutions): (A) fails to make the Logan Board Recommendation as required hereunder; (B) changes, withdraws,

withholds, amends, modifies or qualifies, or proposes publicly to change, withdraw, withhold, amend, modify or qualify, the Logan Board

Recommendation in a manner adverse to Parent and/or Purchaser (it being understood that the taking of a neutral position or no position

with respect to a publicly announced or publicly proposed Acquisition Proposal beyond the earlier of a period of five (5) Business Days

following such announcement or the date which is the Business Day prior to the date proxies in respect of the Meeting must be deposited

shall be considered an adverse modification to such recommendation); (C) fails to reaffirm publicly the Logan Board Recommendation in

the manner and within the time period set out in Section 7.1(e) or within five (5) Business Days after having been requested to do

so by Parent; or (D) resolves to do any of the foregoing, and (ii) this Agreement is terminated pursuant to Section 9.1(d);

(b) Logan breaches any of its obligations under Section 7.1 in any material respect and this Agreement is terminated pursuant to

Section 9.1(d);

(c) the Logan Board (or any committee thereof) accepts, recommends, approves, agrees to, endorses or enters into, or proposes publicly

to accept, recommend, approve, agree to, endorse or enter into, an agreement, understanding or letter of intent to implement an Acquisition

Proposal, and this Agreement is terminated pursuant to Section 9.1(d);

(d) this Agreement is terminated by Logan or Parent pursuant to Section 9.1(b)(i) (Failure to Obtain Logan Shareholder Approval)

or 9.1(b)(iii) (Occurrence of Outside Date), or by Parent pursuant to Section 9.1(c) (Failure to Satisfy Conditions), and prior to such

termination, an Acquisition Proposal, or an intention to make an Acquisition Proposal, for Logan has been publicly announced, proposed,

disclosed, offered or made by any Person (other than Parent or its affiliates) and, within twelve (12) months following the date of such

termination:

(i) the Logan Board recommends any Acquisition Proposal which is subsequently consummated at any time thereafter (whether or not within

such twelve (12) month period);

(ii) Logan enters into a binding definitive agreement (other than a confidentiality and standstill agreement permitted by and in accordance

with Section 7.1(b)) in respect of any Acquisition Proposal which is subsequently consummated at any time thereafter (whether or

not within such twelve (12) month period); or

(iii) any Acquisition Proposal is consummated with Logan; or

(e) prior to approval of the Logan Transaction Resolution, if Logan enters into, or the Logan Board authorizes Logan to enter into, a

definitive agreement (other than a confidentiality and standstill agreement) with respect to a Superior Proposal pursuant to Section 7.1(b)(ix),

provided that Logan has complied with its obligations set out in Section 7.1 and this Agreement is terminated pursuant to Section 9.1(e),

(each of the above, if not timely cured,

if applicable, or waived by Parent, being (upon expiration of the applicable cure period) hereinafter referred to as a "Purchaser

Disposition Event"), Logan shall pay to Purchaser $44,000,000 (the "Purchaser Termination Amount"), in consideration

for the disposition of Purchaser's rights under this Agreement, in immediately available funds, to an account designated by Purchaser,

as follows:

(i) if the Purchaser Termination Amount is payable pursuant to Section 7.2(a), Section 7.2(b) or Section 7.2(c), the Purchaser

Termination Amount shall be payable within two (2) Business Days following the occurrence of such Purchaser Disposition Event;

(ii) if the Purchaser Termination Amount is payable pursuant to Section 7.2(d), the Purchaser Termination Amount shall be payable

upon the consummation of the Acquisition Proposal referred to therein; or

(iii) if the Purchaser Termination Amount is payable pursuant to Section 7.2(e), the Purchaser Termination Amount shall be payable

concurrently with the termination of this Agreement.

Logan shall only be obligated to pay one

Purchaser Termination Amount pursuant to this Section 7.2. For the purposes of the foregoing Sections 7.2(d)(i), 7.2(d)(ii)

and 7.2(d)(iii), the

term "Acquisition Proposal" shall have the meaning

assigned to such term in paragraphs (a) through (d) of the definition of "Acquisition Proposal" set forth in Section 1.1,

except that references to "20% or more of any class of equity or voting securities of Logan" shall be deemed to be references

to "50% or more" and "20% or more" in relation to Logan's assets, revenues or earnings on a consolidated basis shall

instead be construed to refer to "50% or more".

7.3 Purchaser Expense Reimbursement

If this Agreement is terminated by:

(a) Parent pursuant to Section 9.1(c) (Mutual Conditions and Conditions Precedent) because of the failure of the condition in Section

6.2(f) (Newco Reorganization); or

(b) any Party pursuant to Section 9.1(b)(iii) (Occurrence of Outside Date) and at the time of such termination there exists a state of

facts or circumstances that would cause the condition set forth in Section 6.2(f) (Newco Reorganization) not to be satisfied, notwithstanding

the availability of any cure period

(each of the above, if not timely cured, if applicable,

or waived by Parent, being (upon expiration of the applicable cure period) hereinafter referred to as a “Purchaser Expense Reimbursement

Event”), Logan shall pay to Purchaser $5,000,000 (the “Purchaser Expense Reimbursement Amount”), in consideration

for the expenses incurred by Parent and Purchaser in connection with the Arrangement, in immediately available funds, to an account designated

by Purchaser, within two (2) Business Days following the occurrence of such Purchaser Expense Reimbursement Event, provided that if Parent

or Purchaser is in material breach of its obligations under this Agreement at the time of termination of this Agreement such amount will

not be payable. Notwithstanding anything to the contrary herein, no fees or amounts shall be payable by Logan under this Section 7.3 as

a result of the occurrence of a Purchaser Expense Reimbursement Event if Logan has paid or is obligated to pay the Purchaser Termination

Amount.

7.4 Quantum of Purchaser Termination Amount and Specific Performance

Logan acknowledges and agrees that the payment of Purchaser Termination

Amount pursuant to Section 7.2 is a payment in consideration for the disposition of the Purchaser's rights under this Agreement and

agrees that such amount represents a genuine pre-estimate of the damages that the Purchaser will suffer or incur as a result of the event

giving rise to the disposition of the Purchaser's rights under this Agreement and the resultant termination of this Agreement and is not

a penalty. Logan irrevocably waives any right it may have to raise as a defence that any such amounts payable by it are excessive or punitive.

For greater certainty, the Parties acknowledge and agree that the payment of the Purchaser Termination Amount is the sole monetary remedy

of the Purchaser and the Parent in respect of the events contemplated in Section 7.2, except that this limitation shall not apply in the

event of fraud or wilful or intentional breach of this Agreement by Logan and, in such circumstances, the Purchaser may pursue an action

against Logan for damages. Nothing in Section 7.2, or this Section 7.4 shall, in circumstances where the Purchaser Termination

Amount is not payable, otherwise preclude the Purchaser from pursuing an action against Logan for damages for a breach under this Agreement

or from seeking and obtaining injunctive relief to restrain any breach or threatened breach of the covenants or agreements of Logan set

out in this Agreement or the Confidentiality Agreement or otherwise to obtain specific performance of any of such acts, covenants or agreements,

without the necessity of posting bond or security in connection therewith.

7.5 Fees and Expenses

Except as expressly set out in this Agreement,

each Party covenants and agrees to bear its own fees, costs and expenses in connection with the transactions contemplated by this Agreement

and the Arrangement.

7.6 Access to Information; Confidentiality

(a) From and after the Agreement Date until the earlier of the Effective Time and the termination of this Agreement, subject to compliance

with Applicable Laws (including antitrust and competition Laws) and the terms of any existing Contracts (including the Confidentiality

Agreement), Logan shall, and shall cause its Representatives to, provide Parent and its Representatives such access as Parent may reasonably

require at all reasonable times, at Parent's sole cost and expense, only during normal business hours, including for the purpose of facilitating

integration business planning, to their premises (including field offices and sites), books, Contracts, Returns, records, Information

Technology, properties, assets, officers, employees, agents and management personnel, and shall furnish promptly to Parent all data and

information as Parent may reasonably request in order to permit Parent to be in a position to expeditiously and efficiently integrate

the business and operations of Parent and Logan after the Effective Date; provided that no investigations made by or on behalf of Parent,

whether under this Section 7.6 or otherwise, shall waive, diminish the scope of, or otherwise affect, or be deemed to modify, any representation

or warranty made by Logan herein. Without limiting the foregoing and subject to compliance with Applicable Law and the terms of any existing

Contracts (including the Confidentiality Agreement): (i) Parent and its Representatives shall, upon reasonable prior notice, have the

right to conduct inspections of the properties of Logan; (ii) Logan shall, upon Parent's request, facilitate discussions between Parent

and any third party from whom consent may be required, provided that Logan shall be entitled to participate in all such discussions; and

(iii) Logan and Parent shall form a committee consisting of appropriate senior officers and other representatives that shall meet on a

regular basis for the purpose of integration business planning, with mechanisms in place to ensure that all pre-closing activities of

Logan and Parent continue to be conducted independently and in compliance with Applicable Laws. For greater certainty, this Section 7.6

does not apply to premises, books, Contracts, Returns, records, Information Technology, properties, assets, employees, agents, data or

information that relates solely and exclusively to Newco, the Newco Subsidiaries or the Newco Assets, except that Logan shall provide

Parent with the information in respect of the Newco Transactions contemplated by Section 3.9(b).

(b) Logan shall provide information and reasonable assistance to Parent in implementing a communications plan of Parent in respect of

the Logan Employees. Parent shall consult with and consider the reasonable comments of Logan in connection with the implementation of

such plan.

(c) Nothing in this Section 7.6 shall require a Party to disclose information which it is prohibited from disclosing pursuant to

a written confidentiality agreement or confidentiality provision of an agreement with a third party or information that, in the opinion

of the Party, acting reasonably, is competitively sensitive (provided that the Parties acknowledge and agree that external counsel to

the Parties may have access to such information on a privileged and confidential basis in connection with obtaining regulatory approvals

required in connection with the Arrangement, including the

Competition Act Approval) or may result in jeopardizing a Party's

legal privilege in respect of such information.

(d) The Parties acknowledge and agree that all information provided by a Party (or any of its Representatives) pursuant to this Section 7.6

shall be considered to be "Confidential Information" for purposes of the Confidentiality Agreement and shall be subject to the

Confidentiality Agreement.

7.7 Insurance and Indemnification

(a) Parent and Logan agree that all rights to indemnification, expense reimbursement or exculpation now existing in favour of present

and former officers and directors of Logan shall survive completion of the Arrangement and, after the Effective Time, Logan and any successor

to Logan will not take any action to terminate or adversely affect, and will fulfill its obligations pursuant to, expense advancement

and exculpation arrangements and indemnities provided or available to or in favour of past and present officers and directors of Logan

pursuant to the provisions of the articles, by-laws or other constating documents of Logan, applicable corporate legislation and any written

indemnity agreements (and each of them), which have been entered into between Logan and its past or current officers or directors effective

on or prior to the Agreement Date.

(b) Prior to the Effective Time, Logan shall purchase run off directors' and officers' liability insurance for the benefit of its officers

and directors having a coverage period of six (6) years from the Effective Time, and Parent shall cause Logan (and any successor thereto)

to maintain such policy in effect for such period and not to take any action to terminate or adversely affect the coverage thereunder.

(c) In the event that Purchaser or any of its successors or assigns shall (i) consolidate with or merge or amalgamate into any other Person

and shall not be the continuing or surviving company or entity of such consolidation, merger or amalgamation or (ii) transfer all or substantially

all of its properties and assets to any Person, then, and in each such case, Parent shall cause proper provision to be made so that the

successor and assign of Parent or all or substantially all of its properties and assets, as the case may be, assumes the obligations set

forth in this Section 7.7.

7.8 Financial Advisors

As at the Agreement Date, Parent and Logan represent and warrant

to each other that, except for RBC Dominion Securities Inc. in the case of Parent, and National Bank Financial Inc. in the case of Logan,

no financial advisor, broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission, or to the

reimbursement of any of its expenses, in connection with the Arrangement. Each Party has provided to the Other Party a correct and complete

copy of all agreements relating to the arrangements between it and its financial advisors as are in existence at the Agreement Date and

agrees: (a) not to amend the terms of any such agreements relating to the payment of fees and expenses or indemnification without the

prior written approval of the Other Party; and (b) not to disclose the terms of the agreements between the Other Party and its financial

advisors to such Party’s financial advisors. To the extent that such an agreement between a Party and its financial advisor does

not exist at the Agreement Date, such Party shall disclose to the Other Party in writing the aggregate amount payable to such financial

advisor in connection with the Arrangement.

7.9 Privacy Issues

(a) For the purposes of this Section 7.9, "Transferred Information" means any Personal Information to be disclosed

or conveyed to one Party or any of its representatives or agents (for purposes of this Section 7.9, the "Recipient")

by or on behalf of the Other Party (for purposes of this Section 7.9, the "Disclosing Party") as a result of or

in conjunction with the transactions contemplated herein, and includes all such Personal Information disclosed to the Recipient on or

prior to the Agreement Date.

(b) Each Disclosing Party acknowledges and confirms that any Transferred Information which it discloses to a Recipient is necessary for

the purposes of determining if the Parties shall proceed with the transactions contemplated in this Agreement, and if the determination

is made to proceed with such transactions contemplated, to complete them.

(c) Each Disclosing Party covenants and agrees to, upon request, use reasonable efforts to advise the Recipient of the purposes for which

the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates

and, where applicable, any additional purposes where the Disclosing Party has notified the individual of such additional purpose, and

where required by Applicable Law, obtained the consent of such individual to such collection, use or disclosure.

(d) In addition to its other obligations hereunder, each of the Parties covenants and agrees to, and shall use reasonable commercial efforts

to cause its Recipients to:

(i) prior to the completion of the transactions contemplated herein:

(A) use and disclose the Transferred Information solely for the purpose of reviewing and completing the transactions contemplated hereby,

including for the purpose of determining whether to complete such transactions;

(B) protect the Transferred Information by making reasonable security arrangements against such risks as unauthorized access, collection,

use, disclosure, copying, modification, disposal or destruction; provided, however, that such arrangements include, at a minimum, safeguards

that are appropriate to the sensitivity of the Transferred Information; and

(C) if the transactions contemplated hereby do not proceed, return the Transferred Information to the Disclosing Party or destroy it,

at the Disclosing Party's election, within a reasonable time;

(ii) after the completion of the transactions contemplated herein:

(A) use and disclose the Transferred Information under its control only for those purposes for which the Transferred Information was initially

collected, permitted to be used or disclosed, unless:

(B) the Disclosing Party or the Recipient has first notified the individual about whom the Transferred Information related of any additional

purpose, and where required by Applicable Law, obtained the consent

of such individual to such additional purpose; or

(C) such use or disclosure is permitted or authorized by Applicable Law, without notice to, or consent from, such individual;

(D) protect the Transferred Information under its control by making reasonable security arrangements against such risks as unauthorized

access, collection, use, disclosure, copying, modification, disposal or destruction; provided, however, that such arrangements include,

at a minimum, safeguards that are appropriate to the sensitivity of the Transferred Information; and

(E) give effect to any withdrawal of consent made by an individual to whom the Transferred Information under its control relates; and

(iii) notwithstanding any other provision herein, where the disclosure or transfer of Transferred Information to the Recipient requires

the consent of, or the provision of notice to, the individual about whom the Transferred Information relates, the Disclosing Party shall

not disclose or transfer such Transferred Information until it has first notified such individual of such disclosure or transfer and the

purpose for same, and where required by Applicable Law, obtained the individual's consent to same and to only collect, use and disclose

such information to the extent necessary to complete the transactions contemplated herein and as authorized or permitted by Laws.

(e) Where required by Applicable Law, each of the Parties agrees to promptly notify the individuals about whom the Transferred Information

relates that the transactions contemplated herein have taken place and that their Transferred Information has been disclosed in connection

herewith.

Article 8

AMENDMENT

8.1 Amendment

Subject to the Interim Order, the Final Order and Applicable Laws,

this Agreement (other than the Plan of Arrangement, which may only be amended in accordance with Article 6 thereof) may, at any time

and from time to time before or after the holding of the Meeting, but prior to the Effective Time, be amended by written agreement of

the Parties without further notice to, or authorization from, the Logan Shareholders and any such amendment may, without limitation:

(a) change the time for performance of any of the obligations or acts of Parent, Purchaser or Logan hereunder;

(b) waive any inaccuracies in, or modify, any representation or warranty contained herein or in any document delivered pursuant hereto;

(c) waive compliance with, or modify, any of the covenants contained herein and waive or modify performance of any of the obligations

of Parent, Purchaser or Logan hereunder; or

(d) waive satisfaction of, or modify, any of the conditions precedent set out herein, on the condition that no such amendment reduces

or modifies or otherwise changes the substance or form of the consideration to be received under the Arrangement by the Logan Shareholders

without approval by the Logan Shareholders given in the same manner as required for the approval of the Logan Transaction Resolution.

Article 9

TERMINATION

9.1 Termination

This Agreement may be terminated at any time prior to the Effective

Date:

(a) by mutual written agreement of the Parties;

(b) by either Party if:

(i) the applicable securityholders of Logan fail to approve the Logan Transaction Resolution by the Logan Required Approval at the Meeting

in accordance with the Interim Order;

(ii) a change in Law is enacted, made, enforced or amended that makes the consummation of the Arrangement illegal or otherwise prohibits

or enjoins the Parties from completing the Arrangement, and such Law has, if applicable, become final and non-appealable, on the condition

that: (A) the Party seeking to terminate this Agreement has used its reasonable commercial efforts to, as applicable, appeal or overturn

such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement; and (B) the enactment, making, enforcement

or amendment of such Law was not primarily due to the failure of such Party to perform any of its covenants or agreements under this Agreement;

(iii) the Effective Time shall not have occurred on or prior to the Outside Date, except that the right to terminate this Agreement under

this Section 9.1(b)(iii) shall not be available to a Party whose failure to fulfill any of its obligations under this Agreement has

been the principal cause of, or resulted in, the failure of the Effective Time to occur by such date;

(c) if any of the conditions set forth in Sections 6.1 (other than Section 6.1(b)) or 6.2 in the case of Parent and Purchaser,

or in Sections 6.1 (other than Section 6.1(b)) or 6.3, in the case of Logan, has not been satisfied or waived by the Outside

Date or such condition is incapable of being satisfied by the Outside Date; provided that the Party seeking termination is in compliance

with its obligations as provided in Section 6.4(b), if applicable, and on the condition that the failure to satisfy the particular

condition precedent being relied upon as a basis for termination of this Agreement did not occur as a result of a breach by the Party

seeking to rely on the condition precedent of any of its covenants or obligations under the Agreement;

(d) by Parent upon the occurrence of a Purchaser Disposition Event, as provided in Section 7.2(a), 7.2(b) or 7.2(c);

(e) by Logan, upon the occurrence of a Purchaser Disposition Event as provided in Section 7.2(e); or

(f) by Parent if there has occurred a Material Adverse Effect with respect to Logan which is incapable of being cured on or before the

Outside Date.

9.2 Notice and Effect of Termination

(a) The Party desiring to terminate this Agreement pursuant to Section 9.1 (other than pursuant to Section 9.1(c) in circumstances

in which Section 6.4(b) is applicable and has been complied with) shall give written notice of such termination to the Other Party,

specifying in reasonable detail the basis for such Party's exercise of its termination right.

(b) If this Agreement is terminated in the circumstances set out in Section 9.1, this Agreement shall forthwith become void and neither

Party shall have any liability or further obligation to the Other Party hereunder, except with respect to the obligations set forth in

this Section 9.2, Article 1, Sections 3.3(h), 3.3(i), 3.3(j), 3.9(e), 3.11, 3.12(b), 7.2, 7.3, 7.4, 7.5, 7.6(d) and 7.9, Article 10

and Article 11, where applicable, which shall survive any termination hereof. Nothing contained in this Section 9.2 shall relieve

either Party from liability for any fraud, or wilful or intentional breach of any provision of this Agreement prior to the termination

of this Agreement. No termination of this Agreement shall affect the obligations of the Parties pursuant to the Confidentiality Agreement,

except to the extent specified therein.

9.3 Waiver

Either Logan or Parent may: (a) extend the time for the performance

of any of the obligations or other acts of the Other Party; (b) waive compliance with any of the Other Party's agreements or the fulfillment

of any conditions to its own obligations contained herein; and (c) waive inaccuracies in any of the Other Party's representations or warranties

contained herein or in any document delivered by the Other Party; provided, however, that any such extension or waiver shall be valid

only if set forth in an instrument in writing signed on behalf of such Party and such waiver shall apply only to the specific matters

identified in such instrument. No failure or delay by either Party in exercising any right, power or privilege under this Agreement will

operate as a waiver thereof, nor will any single or partial exercise preclude any other or further exercise of any right, power or privilege

under this Agreement.

Article 10

NOTICES

10.1 Notices

Any notice that is required to be given pursuant to any provision

of this Agreement shall be given or made in writing and shall be delivered personally (including by courier) or sent by email to the Party

to whom it is addressed, as follows:

(a) if to Parent and/or Purchaser, addressed to it at:

Ovintiv Inc.

Suite 1700 – 370 17th Street

Denver, Colorado 80202

Attention: [name and position redacted]

Email: [email address redacted]

with a copy to:

Blake, Cassels & Graydon LLP

Suite 3500, 855 2nd Street S.W.

Calgary, Alberta T2P 4J8

Attention: Jeff Bakker and Michael Barrett

Email: jeff.bakker@blakes.com and michael.barrett@blakes.com

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

Attention: Scott Barshay and Laura Turano

Email: sbarshay@paulweiss.com and lturano@paulweiss.com

(b) if to Logan or Newco, addressed to it at:

Logan Energy Corp.

900, 355-4th Avenue SW

Calgary, Alberta T2P 0J1

Attention: [name and position redacted]

Email: [email address redacted]

with a copy to:

Stikeman Elliott LLP

4200, 888 3rd Street S.W.

Calgary, Alberta T2P 5C5

Attention: Sony Gill

Email: sgill@stikeman.com,

or to such other address as a Party may, from time to time, advise

to the Other Party by notice in writing. The date or time of receipt of any such notice shall be deemed to be the date of delivery or

the time such email is received.

Article 11

GENERAL

11.1 Binding Effect

This Agreement shall be binding upon and enure to the benefit of

the Parties and their respective successors and permitted assigns.

11.2 Assignment and Enurement

Neither this Agreement nor any of the rights, interests or obligations

hereunder shall be assigned by either Party without the prior written consent of the Other Party; provided, however, that Newco may assign

all, but not less than all, of its rights and obligations under this Agreement to any of its

affiliates (a "Permitted Assignee") if: (i) such

affiliate will not be an affiliate of Logan immediately following the Effective Time (after giving effect to the Arrangement); (ii) such

affiliate agrees to be bound by the covenants and obligations of Newco contained herein and to comply with the provisions of this Agreement

applicable thereto; (iii) such affiliate is, as of the Effective Time, the direct or indirect (including through Newco or any other wholly-owned

subsidiary) beneficial owner of all of the Newco Assets; (iv) such assignment would not and would not reasonably be expected to delay,

impair or prevent the consummation of the transactions contemplated hereby or require any additional regulatory filings by, or any additional

third-party consents to be obtained by, Parent or Purchaser; (v) such assignment would not, and would not reasonably be expected to, limit,

impair or otherwise adversely affect the indemnification obligations of Newco or such assignee hereunder or the ability of Purchaser and

Parent to enforce or recover under such indemnification obligations; (vi) such assignment would not result in any adverse Tax consequences

to, or any increased costs, liabilities or obligations of, Purchaser, Parent or any of their affiliates, in each case as compared with

the transactions contemplated by this Agreement without giving effect to such assignment and other than any such consequences, costs,

liabilities or obligations for which Newco and such affiliate are responsible under Section 3.11; and (vii) Newco provides Purchaser and

Parent with written notice of its intention to make such assignment not later than ten (10) Business Days prior to the date on which the

Circular is to be mailed and, prior to the time of such assignment, a written instrument, in form and substance satisfactory to Purchaser

and Parent, acting reasonably, executed by such affiliate evidencing its agreement to the matters in (ii) above; provided that no such

assignment shall relieve Newco of its obligations hereunder and Newco shall continue to be fully liable as primary obligor, on a joint

and several basis with any such assignee, to Purchaser and Parent for any default in performance by the assignee of Newco’s obligations

hereunder, including its indemnification obligations. If Newco gives notice of its intention to assign this Agreement in accordance with

this Section 11.2: (A) the Parties shall make such amendments to this Agreement (including Schedule "B"), the Plan of Arrangement,

the Conveyance Agreement, the Transition Services Agreement and the other transaction documents contemplated hereby as are reasonably

necessary to give effect to such assignment (including so that the securities to be distributed to the Logan Shareholders pursuant to

the Plan of Arrangement are securities of the Permitted Assignee and that the Circular, the Interim Order and the Final Order so provide);

and (B) such assignment, the incorporation of the Permitted Assignee and the steps reasonably required to implement the foregoing shall

be deemed to form part of the Newco Reorganization, to be permitted by Sections 3.2 and 3.9 and to be described in the Disclosure Letter.

11.3 Disclosure

The Parties agree that each Party may issue a separate press release

with respect to this Agreement as soon as practicable after its due execution, provided that each Party shall promptly provide to the

Other Party, for review by the Other Party and its legal counsel, and receive the prior consent, not to be unreasonably withheld, conditioned

or delayed of the Other Party prior to issuing such press release. Thereafter each Party shall promptly provide to the Other Party, for

review by the Other Party and its legal counsel, and receive the prior consent, not to be unreasonably withheld, conditioned or delayed,

of the Other Party prior to issuing, or permitting any of its directors, officers, employees or agents to issue, any news release or other

written statement or other public disclosure document with respect to this Agreement or the Arrangement, and the Other Party agrees to

keep such information confidential until it is filed as part of such Party's public disclosure record on SEDAR+ and EDGAR, as applicable.

Notwithstanding the foregoing, if either Party is required by Applicable Laws, or the rules of any stock exchange on which any of its

securities may be listed, to make any disclosure relating to this Agreement or the transactions contemplated by this Agreement, such disclosure

may be made, but that Party shall use reasonable commercial efforts to consult with the Other Party as to the nature and wording of such

disclosure prior to it being made.

11.4 Severability

If any one or more of the provisions (or any part thereof) of this

Agreement is determined to be invalid, illegal or unenforceable in any respect in any jurisdiction, such provision or provisions (or part

or parts thereof) shall be, and shall be conclusively deemed to be, as to such jurisdiction, severable from the balance of this Agreement

and:

(a) the validity, legality or enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired

by the severance of the provisions (or parts thereof) so severed; and

(b) the invalidity, illegality or unenforceability of any provision (or part thereof) of this Agreement in any jurisdiction shall not

affect or impair such provision (or part thereof) or any other provisions of this Agreement in any other jurisdiction.

Upon any determination that any term or other provision in this Agreement

is invalid, illegal or incapable of being enforced, the Parties will negotiate in good faith to modify this Agreement so as to effect

the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this

Agreement are fulfilled to the fullest extent possible.

11.5 Further Assurances

Each Party shall from time to time and at all times hereafter at

the request of the Other Party, but without further consideration, do and perform all such further acts, matters and things and execute

and deliver all such further documents, deeds, assignments, agreements, notices and writings and give such further assurances as shall

be reasonably required for the purpose of giving effect to this Agreement.

11.6 Time of Essence

Time is of the essence in this Agreement.

11.7 Governing Law

This Agreement shall be governed by and construed in accordance with

the Laws of the Province of Alberta and the federal Laws of Canada applicable therein and the Parties irrevocably attorn to the jurisdiction

of the courts of the Province of Alberta in respect of all disputes arising under or in relation to this Agreement.

11.8 Specific Performance

Each Party agrees that irreparable harm would occur for which money

damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not performed by the Other

Party in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, except as provided for in Section 7.4,

each Party shall be entitled to an injunction or injunctions and other equitable relief to prevent breaches or threatened breaches of

the provisions of this Agreement or the Confidentiality Agreement or to otherwise obtain specific performance of any such provisions,

any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief

hereby being waived.

11.9 Third Party Beneficiaries

(a) The provisions of Sections 3.3(h), 3.3(i), 3.3(j), 3.11 and 7.7 are: (i) intended for the benefit of the Persons referenced therein

as and to the extent applicable in accordance with their terms, and shall be enforceable by each of such Persons and his or her heirs,

executors, administrators and other legal representatives and Parent and Logan, as applicable, shall hold the rights and benefits of Section 7.7

in trust for and on behalf of such Persons and Parent and Logan hereby accept such trust and agree to hold the benefit of and enforce

performance of such covenants on behalf of such Persons; and (ii) in addition to, and not in substitution for, any other rights that such

Persons may have by Contract or otherwise.

(b) Except as provided in this Section 11.9, this Agreement shall not confer any rights or remedies upon any Person other than the

Parties and their respective successors and permitted assigns.

11.10 Counterparts

This Agreement may be executed in counterparts and by portable document

format (PDF) or other electronic means, each of which shall be deemed an original, and all of which together constitute one and the same

instrument.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF the Parties have duly executed this Agreement

on the date written on the first page of this Agreement.

OVINTIV INC.

By:

Name:

Title:

OVINTIV CANADA ULC

By:

Name:

Title:

LOGAN ENERGY CORP.

By:

Name:

Title:

LOGAN OIL CORP.

By:

Name:

Title:

SCHEDULE "A"

PLAN OF ARRANGEMENT

A-1

SCHEDULE "B"

FORMS OF LOGAN TRANSACTION RESOLUTION, NEWCO FINANCING RESOLUTION, NEWCO OPTION PLAN RESOLUTION AND NEWCO SHARE AWARD PLAN RESOLUTION

PART A – FORM OF LOGAN TRANSACTION

RESOLUTION

BE IT RESOLVED THAT:

(a) The arrangement (the "Arrangement") under Section 193 of the Business Corporations Act (Alberta), involving,

among others, Logan Energy Corp. ("Logan"), Logan Oil Corp. ("Newco"), Ovintiv Inc. ("Parent")

and Ovintiv Canada ULC ("Purchaser"), the holders ("Logan Shareholders") of common shares of Logan,

the holders ("Logan Optionholders") of options to purchase common shares of Logan, the holders ("Logan Warrantholders")

of common share purchase warrants of Logan and the holders ("Logan RSA Holders") of restricted share awards of Logan,

all as more particularly described and set forth in the management information circular of Logan dated November 25, 2026 accompanying

the notice of this meeting (as the Arrangement may be modified or amended), and all transactions contemplated thereby, be and is hereby

authorized, approved and adopted;

(b) The plan of arrangement, as it may be or has been amended (the "Plan of Arrangement") involving among others, Logan,

Newco, Parent, Purchaser, the Logan Shareholders, the Logan Optionholders, the Logan Warrantholders and the Logan RSA Holders implementing

the Arrangement, the full text of which is set out in Schedule "A" to the Arrangement Agreement (as hereinafter defined)

(as the Plan of Arrangement may be, or may have been, modified or amended), is hereby approved and adopted;

26, 2026, as the same may be modified, amended or amended and restated from time to time, and all the transactions contemplated therein,

the actions of the directors of Logan in approving the Arrangement Agreement, and the actions of the directors and officers of Logan in

executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements to any of the foregoing, and any

transactions contemplated by any of the foregoing, are hereby confirmed, authorized, ratified and approved;

(d) Any one director or officer of Logan be and is hereby authorized and directed for and on behalf of Logan to execute, under the corporate

seal of Logan or otherwise, and to deliver to the Registrar under the Business Corporations Act (Alberta) for filing, articles

of arrangement and such other documents as are necessary or advisable to give effect to the Arrangement and the Plan of Arrangement in

accordance with the Arrangement Agreement;

(e) Notwithstanding that this resolution has been duly passed (and the Plan of Arrangement adopted) by the Logan Shareholders, the Logan

Optionholders, the Logan RSA Holders and the Logan Warrantholders or that the Arrangement has been approved by the Court of King's Bench

of Alberta, the directors of Logan are hereby authorized and empowered, without further notice to, or approval of, the Logan Shareholders,

the Logan Optionholders, the Logan RSA Holders or the Logan Warrantholders:

B-1

(i) to amend the Arrangement Agreement or the Plan of Arrangement (or any documents or agreements delivered in connection therewith) to

the extent permitted by the Arrangement Agreement or the Plan of Arrangement, as applicable; or

(ii) subject to the terms of the Arrangement Agreement, not to proceed with the Plan of Arrangement and revoke this resolution at any time

prior to the Effective Time (as defined in the Plan of Arrangement);

(f) Any one or more directors or officers of Logan is hereby authorized, for and on behalf and in the name of Logan, to execute (or cause

to be executed) and deliver (or cause to be delivered), whether under corporate seal of Logan or otherwise, all such agreements, forms,

waivers, notices, certificates, confirmations and other documents and instruments and to do or cause to be done all such other acts and

things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving full effect to this

resolution and the matters authorized hereby, the Arrangement Agreement, the Arrangement and the completion of the Plan of Arrangement

in accordance with the terms of the Arrangement Agreement, including:

(i) all actions required to be taken by or on behalf of Logan, and all necessary filings and obtaining the necessary approvals, consents

and acceptances of appropriate regulatory authorities; and

(ii) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise

to be entered into by Logan, such opinion to be conclusively evidenced by the execution and delivery of such document, agreement or instrument

or the doing of any such act or thing.

B-2

PART B – FORM OF NEWCO FINANCING RESOLUTION

BE IT RESOLVED, as an ordinary resolution of the shareholders

of Logan Energy Corp. ("Logan"), other than those shareholders whose votes are required to be excluded for the purposes

of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and the policies of the

TSX Venture Exchange, THAT:

(a) the non-brokered private placement (the "Newco Financing") by Logan Oil Corp. ("Newco") of common

shares of Newco ("Newco Shares") and units of Newco ("Newco Units"), each such Newco Unit being comprised

of one Newco Share and one Newco Share purchase warrant, at a price of $1.00 per Newco Share or Newco Unit for aggregate gross proceeds

of not less than $100,000,000, including the participation therein of directors, officers and other insiders of Logan and Newco, all as

more particularly described in the management information circular of Logan dated November 25, 2026 (the "Circular"),

is hereby authorized and approved;

(b) the issuance by Newco of the Newco Shares, the Newco Units, the Newco Share purchase warrants forming part of the Newco Unit and the

Newco Shares issuable on exercise thereof pursuant to the Newco Financing, are hereby authorized and approved;

(c) notwithstanding that this resolution has been passed by the shareholders of Logan, the directors of Logan and Newco are hereby authorized

and empowered, without further notice to or approval of the shareholders of Logan, to determine not to proceed with the Newco Financing,

in whole or in part, or to amend the terms thereof in a manner not materially adverse to the shareholders of Logan; and

(d) any one or more directors or officers of Logan or Newco is hereby authorized, for and on behalf of Logan or Newco, as applicable,

to execute and deliver all such agreements, documents and instruments and to do all such other acts and things as such director or officer

may determine to be necessary or desirable to give effect to the foregoing resolutions, such determination to be conclusively evidenced

by the execution and delivery of such agreement, document or instrument or the doing of any such act or thing.

B-3

PART C – FORM OF NEWCO OPTION PLAN RESOLUTION

BE IT RESOLVED, as an ordinary resolution of the shareholders

of Logan Energy Corp. ("Logan") (excluding such votes as are required to be excluded by the policies of the TSX Venture

Exchange), THAT:

(a) the stock option plan of Logan Oil Corp. ("Newco"), substantially in the form described in the management information

circular of Logan dated November 25, 2026 (the "Circular"), including the reservation for issuance thereunder of up to

10% of the issued and outstanding common shares of Newco from time to time, be and is hereby authorized, approved, ratified and confirmed

as the stock option plan of Newco;

(b) the grant, prior to the listing of the common shares of Newco on the TSX Venture Exchange, of options under such plan is hereby authorized

and approved;

(c) the form of stock option plan may be amended in order to satisfy the requirements or requests of any regulatory authorities without

requiring further approval of the shareholders of Logan or Newco;

(d) notwithstanding that this resolution has been passed by the shareholders of Logan, the directors of Newco are hereby authorized and

empowered, without further notice to or approval of the shareholders of Logan, to amend such plan in a manner not materially adverse to

the shareholders of Logan or to revoke this resolution, without any further approval of the shareholders of Logan or Newco, at any time

if such revocation is considered necessary or desirable by the directors of Newco; and

(e) any one or more directors or officers of Logan or Newco is hereby authorized, for and on behalf of Logan or Newco, as applicable,

to execute and deliver all such agreements, documents and instruments and to do all such other acts and things as such director or officer

may determine to be necessary or desirable to give effect to the foregoing resolutions, such determination to be conclusively evidenced

by the execution and delivery of such agreement, document or instrument or the doing of any such act or thing.

B-4

PART D – FORM OF NEWCO SHARE AWARD PLAN

RESOLUTION

BE IT RESOLVED, as an ordinary resolution of the shareholders

of Logan Energy Corp. ("Logan") (excluding such votes, if any, as are required to be excluded by the policies of the

TSX Venture Exchange), THAT:

(a) the share award incentive plan of Logan Oil Corp. ("Newco"), substantially in the form described in the management

information circular of Logan dated November 25, 2026 (the "Circular"), including the reservation for issuance thereunder

of up to 10% of the issued and outstanding common shares of Newco from time to time, be and is hereby authorized, approved, ratified and

confirmed as the share award incentive plan of Newco;

(b) the grant, prior to the listing of the common shares of Newco on the TSX Venture Exchange, of share awards under such plan is hereby

authorized and approved;

(c) the form of share award incentive plan may be amended in order to satisfy the requirements or requests of any regulatory authorities

without requiring further approval of the shareholders of Logan or Newco;