Calgary, Alberta--(Newsfile Corp. - April 17, 2024) - Tuktu Resources Ltd. (TSXV: TUK) ("Tuktu" or the "Company") announces a brokered private placement of up to 40,000,000 units of the Company (the "Units") at a price of $0.05 per Unit (the "Issue Price") for gross proceeds of up to $2,000,000 (the "Offering"). The Offering is being conducted by Canaccord Genuity Corp as the sole agent and sole bookrunner (the "Agent").

Each Unit shall be comprised of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant of the Company (a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.075 for a period of 36 months from closing of the Offering.

The Company has granted the Agent an option (the "Agent's Option") to offer for sale up to an additional 15% of the number of Units sold in the Offering, which Agent's Option is exercisable, in whole or in part, at any time up to 48 hours prior to the closing of the Offering.

The Common Shares and Warrants underlying the Units issuable in the Offering will be subject to the standard statutory four-month-plus-one-day hold period.

The net proceeds of the Offering are expected to be used for working capital purposes and to fund development projects, including well recompletions (described below) and workovers. The capital program is anticipated to commence shortly after the closing of the Offering and the final closing of the acquisition of light crude oil assets (the "Assets") announced on October 18, 2023 ("Acquisition 3"). The Company intends to test a new prospective conventional reservoir within the Banff Formation, which was drilled by a previous operator but never tested. In other areas of the basin, this zone has yielded significant liquids volumes. The Company also intends to install artificial lift in our Pincher Creek light oil well and to perform three to five well workovers on currently inactive wells in Acquisition 3. While the Company intends to spend the net proceeds from the Offering as stated above, there may be circumstances where, for sound business reasons, funds may be reallocated. If the Offering is not fully subscribed, the Company will apply the proceeds of the Offering to the above uses in priority and in such proportions as management of the Company determines is in the best interests of the Company.

The Company also announces the execution today of an exclusive binding letter of intent (the "LOI") with an arm's length private company to farm-in on certain undeveloped rights in the Southern Alberta deep basin (the "Farm-In"). The recompletion of the new zone in the acquired assets described above will underpin the 18-section Farm-In. Pursuant to the Farm-In, the Company will participate in the recompletion of a test well, paying 100% of the costs to earn an 80% working interest ("Promote Terms") in the operation, thereby earning 3 sections of land. The test well recompletion is expected to commence within 60 days of the final closing of Acquisition 3.  The Farm-In will also provide the Company with an option to further stimulate the test well, subject to the same Promote Terms to earn an additional 3 sections of land. If so elected, the operation will commence within 90 days of the Company fulfilling its initial test well obligations. After fulfilling its initial test well (or elective) obligation, the Company may continue to earn on a rolling option basis and continue to earn 3 (or 6) sections of lands for each development (or exploratory) well drilled, subject to the same Promote Terms. Each option well is anticipated to be drilled approximately 180 days from the preceding well. If all contemplated parts of the Farm-In are completed, Tuktu will earn all prospective sections from the private company, and together with existing lands from Acquisition 3, the Company will have consolidated approximately 27 gross sections. The Farm-In is subject to certain closing conditions including the completion of Acquisition 3 and the execution of a definitive agreement in respect of the Farm-In (the "Definitive Agreement").

It is expected that the closing of the Offering will occur on or about May 6, 2024, or such other date as mutually agreed to by the Agent and the Company, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange (the "TSXV").