Calgary, Alberta--(Newsfile Corp. - December 28, 2025) -
Information Regarding this Document
This document is being filed pursuant to section 9.2(6)(a) of National Instrument 51-102 – Continuous Disclosure Obligations and Alberta Securities Commission Blanket Order 51-520 in accordance with securities laws applicable to public broadcast solicitations in connection with the proposed solicitation by Tim de Freitas, Jim Masikewich and Kent Busby being certain concerned shareholders (the "Concerned Shareholders") who executed the Shareholder Requisition dated October 20, 2025 (the "Requisition") of Mr. Tim de Freitas, Mr. Timur Ganiev, Mr. Don Hamilton and Mr. Jim Masikewich (the "Shareholder Nominees") for election to the board of directors (the "Board") of Tuktu Resources Ltd. ("Tuktu" or the "Company") at the meeting resulting from the Requisition, which is currently scheduled to be held on January 15, 2026 (together with any adjournments and/or postponements thereof, the "Meeting").
Information Concerning the Nominees
The following table includes, in respect of each Shareholder Nominee, his name, province or state and country of residence, business or employment within at least the five preceding years, and the number of voting securities of Tuktu or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by such individual as of the date of this document.
| Name, Province and Country of Residence and Position with the Corporation | Principal Occupation and Background (1) | Company Office Held and Date Appointed | Common Shares Beneficially Owned or Controlled or Directed, Directly or Indirectly (2) |
| Tim de Freitas BSc, MSc, PhD, PGeo Alberta, Canada | Tim de Freitas has been President and Chief Executive Officer of the Corporation from July 2022 to October 2025. Prior thereto, he was a founder of five oil and gas companies with assets both in Canada and internationally. Mr. de Freitas was the Chief Operating Officer of Pieridae Energy Limited from December 2018 until January 2021. Prior to that he was the President and Chief Executive Officer of Ikkuma Resources Corp. from May 2014 to December 2018. Previously, Mr. de Freitas was the Vice President, Exploration and Chief Operating Officer of Manitok Energy and a Director and COO of Amarok Energy Inc. He has been, or is currently, a director of several private and public mining and oil and gas companies. Mr. de Freitas completed his BSc and MSc degrees at the University of Toronto and University of Western Ontario, respectively. He also completed his PhD at the University of Ottawa and subsequently completed an NSERC Post Doctoral Fellowship. He is a Professional Geoscientist. | President, Chief Executive Officer July 2022 - October 2025 Director July 2022 | 1,696,666 (0.64%) |
| Timur Ganiev MBA, CFA, CBV Alberta, Canada | Timur Ganiev is an investment professional with more than 20 years of experience in corporate finance, mergers and acquisitions, and investment management. He is currently Investment Manager at James A. Richardson Family Office in Winnipeg, where he is responsible for public, private and fund investments across North America, including, energy, industrial and technology companies. In this role he oversees portfolio construction and trading, leads due diligence and valuation work on new investments, manages investment exits and acts as a board observer for several private companies. Prior to joining the family office in 2019, Mr. Ganiev spent nearly a decade with KPMG LLP's Deal Advisory practice, including roles in Canada and Kazakhstan. He advised corporate and financial investors on acquisitions, divestitures, financings and valuation mandates, working closely with boards, management teams and business owners on transactions involving private and public companies. Mr. Ganiev holds an MBA in Finance from the International University of Japan. He is a Chartered Financial Analyst (CFA) charterholder and a Chartered Business Valuator (CBV). | n/a | 200,000 (0.01%) |
| Don Hamilton BCom Alberta, Canada | Don Hamilton has over 40 years of experience as an independent businessman in the oil and gas industry. He has founded and operated a number of privately held companies serving the drilling, production and marketing sectors. Mr. Hamilton's blend of operational, management, entrepreneurial and investment experience in the oil and gas industry extends through all levels of energy operations in Western and Northern Canada. He holds a BCom degree from the University of Alberta with majors in Accounting and Economics, complemented by Gas Process Operations and Power Engineering certificates from SAIT. | n/a | 6,070,000 (2.29%) |
| Jim Masikewich Alberta, Canada | Jim Masikewich has over 50 years of oil and gas industry experience. He has been a founder and President or former Board member of three successful drilling service companies based in Canada: Q-MAX Solutions Inc., XL Fluids Inc. and Dril-X Inc., some of which have expanded internationally into the United States, South America and Europe. Mr. Masikewich has extensive drilling management experience in the Alberta Foothills and the Beaufort Sea. He has managed logistics and supply as well as engineering design and execution in numerous locations around the world including the USA, South America, Europe, Africa and Russia in addition to offshore postings in the High Arctic, East Coast and North Sea. Mr. Masikewich attended the University of Calgary. He has authored several published technical papers and has been granted both Canadian and US patents. | n/a | 1,430,000 (0.54%) |
Notes:
(1) The information as to principal occupation, business or employment of each Shareholder Nominee, not being within the knowledge of the Concerned Shareholders, has been furnished by the respective Shareholder Nominee.
(2) The information concerning the voting securities of Tuktu or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, of each Shareholder Nominee, not being within the knowledge of the Concerned Shareholders, has been furnished by the respective Shareholder Nominee.
Other Information Concerning the Shareholder Nominees
Each of the Shareholder Nominees has consented to serving as a director of Tuktu and meets the director eligibility requirements established under the Business Corporations Act (Alberta) (the "Act"). If elected, each Shareholder Nominee will hold office until the next annual general meeting of shareholders of Tuktu or until his successor is elected or appointed, unless his office is earlier vacated.
With the exception of Mr. de Freitas, who is currently a director of the Company and who was President and Chief Executive Officer of the Company from July 2022 until October 2025, none of the Shareholder Nominees has been, or is currently, a director, paid consultant or has held any other position or office with Tuktu.
None of the Shareholder Nominees is, or has been, within 10 years before the date hereof, a director or executive officer of any company (including Tuktu) that, while acting in that capacity (a) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, in each case, that was in effect for a period of more than thirty (30) consecutive days (an "Order"); (b) was subject to an Order that was issued after the proposed director ceased to be a director or executive officer and which resulted from an event that occurred while that person was acting in the capacity as director or executive officer; or (c) within a year of ceasing to act in the capacity of a director or executive officer, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
None of the Shareholder Nominees is, as of the date hereof, or has been within 10 years before the date hereof, bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.
Other than the Shareholder Nominees' agreement to be nominated as a director of Tuktu by the Concerned Shareholders, none of the Shareholder Nominees is to be elected under any arrangement or understanding between such nominee and any other person or company.
None of the Shareholder Nominees, or their respective associates or affiliates, has: (a) any material interest, direct or indirect, in any transaction since the commencement of Tuktu's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect Tuktu or any of its subsidiaries; or (b) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted up at the Meeting other than the election of directors.
Proxy Solicitation by Public Broadcast Disclosure
This solicitation of your support is being made by the Concerned Shareholders and is not by or on behalf of management of Tuktu. The address for Tuktu's head office is 960, 630 - 6th Avenue SW, Calgary, Alberta, T2P 0S8, Canada.
Proxies may be solicited by the Concerned Shareholders by broadcast, speech or publication, including websites and other media, as well as exemptions from the solicitation requirements under applicable securities laws. All costs incurred for any solicitation will be borne by the Concerned Shareholders. While the Concerned Shareholders may be entitled to seek reimbursement under applicable law, the Concerned Shareholders will not seek reimbursement from Tuktu for fees incurred in connection with a successful vote in favour of the Requisition.
To the knowledge of the Concerned Shareholders, neither the Concerned Shareholders, nor any of their associates or affiliates of the foregoing, nor any of the Shareholders Nominees or their respective associates or affiliates has: (a) any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries; or (b) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting, other than nominating the Shareholders Nominees for election as a director at the Meeting, in the case of Concerned Shareholders, standing for election as a director in the case of each Shareholders Nominee and any outstanding employment related matters in respect of Mr. Tim de Freitas and Mr. Kent Busby.
Tim de Freitas
403-478-0141
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