Remember the Eskandar Incentive SharesApproval of Issuance of Incentive Shares In October 2017, the Company issued to Eskandar Maleki 17,391,304 Common Shares and 17,391,304 Warrants, with each such Warrant being exercisable to acquire an additional Common Share at a price of $0.50 until October 16, 2022 (the Eskandar Investment). As a result of the Eskandar Investment, Mr. Maleki holds 17,391,304 Common Shares, which represents approximately 7.58% of the issued and outstanding Common Shares. In connection with the Eskandar Investment, Mr. Maleki agreed to work with the Corporation to secure oil and gas opportunities in Mexico, source potential partners and investors, assist with corporate relations and other services and, in consideration for value created for the Corporation as a result of his services, the Corporation agreed to compensate Mr. Maleki by issuing Common Shares (the Incentive Shares). The Incentive Shares are to become issuable as soon as practicable following the later of (a) the date on which all required regulatory and shareholder approvals have been obtained, and (b) (i) in respect of 34,000,000 Incentive Shares, the date on which Mr. Maleki has created Value (as defined below) of at least $100 million, and (ii) in respect of an additional 20,000,000 Incentive Shares, the date on which Mr. Maleki has created Value of at least an additional $200 million. If Mr. Maleki does not create Value prior to October 16, 2022, all rights to receive the Incentive Shares or any consideration with respect to such Incentive Shares will be immediately forfeited. The term Value means value created as a direct or indirect result of Mr. Malekis efforts in the completion of a transaction or a series of transactions. The Board will look at a number of factors in determining whether Value has been created, including the Corporations market capitalization, recognizing that there are a number of extraneous factors outside of the control of Mr. Maleki or the Corporation which could impact market capitalization. In the event that the first tranche of 34,000,000 Incentive Shares are issued to Mr. Maleki (and assuming that the Corporation does not issue any other Common Shares from the date of this Circular to the date that the first tranche of 34,000,000 Incentive Shares are issued), Mr. Maleki would hold 51,391,304 Common Shares, representing approximately 19.50% of the issued and outstanding Common Shares, which would result in Mr. Maleki becoming an Insider of the Corporation, as defined under applicable securities laws and TSXV Policy 1.1 Interpretation (Policy 1.1). In the event that all of the Incentive Shares are issued to Mr. Maleki (and assuming that the Corporation does not issue any other Common Shares from the date of this Circular to the date all of the Incentive Shares are issued), Mr. Maleki would hold 71,391,304 Common Shares, representing approximately 25.18% of the issued and outstanding Common Shares, which would result in Mr. Maleki, in addition to becoming an Insider of the Corporation, becoming a Control Person of the Corporation, as defined under Policy 1.1.