Kiwetinohk Resources Corp. agreed to acquire remaining 48.4% stake in Distinction Energy Corp. from Luminus Management, LLC, certain officers, and directors of Distinction Energy Corp. and Stornoway Portfolio Management Inc. on June 28, 2021. Through the Arrangement, Kiwetinohk will acquire all shares of Distinction that it does not already own (approximately 50%) by way of an exchange of 20 Kiwetinohk shares for each Distinction share. Under the Arrangement, Kiwetinohk will succeed to the reporting issuer status of Distinction. In order to finance this deal Kiwetinohk has entered a CAD 225 million senior secured extendible revolving facility. The combined company will operate under the name Kiwetinohk Resources Corp. As per announcement made on August 30, 2021, the combined company will operate as "Kiwetinohk Energy Corp." It is anticipated that the former Distinction Shareholders (other than Kiwetinohk) will hold approximately 23.5% of the issued and outstanding Kiwetinohk Shares and that the former Kiwetinohk Shareholders will hold approximately 76.5% of the issued and outstanding Kiwetinohk Shares. Pursuant to the agreement, both of the parties agreed that, the Board of Directors of the combined company will consist of nine members led by Kevin Brown as Chair, and shall include Patrick Carlson, William Slaving, Nancy Lever, Leland Corbett, Kaush Rahkit, Steve Sinclair, Timothy Schneider, and Beth Reimer-Heck; and all of the existing officers of Kiwetinohk will continue with the combined company in their current roles.

The arrangement is subject to approval of the Distinction and Kiwetinohk shareholders, including in respect of Distinction approval of (i) at least 66 2/3% of the votes cast in person or by proxy at the Distinction shareholder meeting, and (ii) the majority of the votes cast by Distinction shareholders excluding votes cast by Kiwetinohk and other Distinction shareholders that may not be included in determining if minority approval is obtained pursuant to Multilateral Instrument 61- 101 – Protection of Minority securityholders in special transactions (“MI 61-101”), third party consents, regulatory approvals, execution of lock-up agreements, limitation of Dissent rights, and other closing conditions. The arrangement is also subject to approval by the Court of the Queen's Bench of Alberta and involves a determination by such court that the arrangement, and the procedures relating thereto, are fair and reasonable, substantively, and procedurally, to the shareholders of Distinction. The Independent Committee unanimously recommended to the Distinction Board that the Arrangement be approved, and Distinction Board has approved the arrangement. The Board of Directors of Distinction (the “Distinction Board”) formed a committee of independent directors (the “Independent Committee”) to consider the Arrangement and subsequently supervise and/or negotiate the business combination agreement. Kiwetinohk Board has unanimously approved the arrangement. As of August 30, 2021, shareholders of Kiwetinohk and shareholders of Distinction Energy have approved the transaction. The arrangement expected to be completed in late August or early September. As of August 3, 2021, the transaction is expected to be completed on September 2, 2021. As of August 30, 2021, the transaction is expected to close in early September 2021.

Peters & Co. Limited acted as financial advisor and fairness opinion provider to Kiwetinohk. ATB Capital Markets acted as financial advisor and fairness opinion provider to Distinction. Ben Hudy of Stikeman Elliott LLP acted as the legal advisor to Kiwetinohk and Josef W. Hocher of Cassels Brock & Blackwell LLP acted as the legal advisor to Distinction as part of the transaction. Computershare Trust Company of Canada acted as Distinction transfer agent and registrar of Distinction and KRC.