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

SCHEDULES

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

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):

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

"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:

"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:

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;

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:

financial, regulatory and other aspects of such Acquisition Proposal and the Person making such Acquisition Proposal; and

"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 (5^th 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).

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.

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.

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.

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.

Unless otherwise indicated, all sums of money referred to in this Agreement are expressed in lawful money of Canada.

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.

Reference to "disclosure in writing" or similar references herein shall be references exclusively to the Disclosure Letter.

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.

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.

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.

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

(collectively, the "Logan Required Approval");

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.

Logan represents and warrants to Parent and Purchaser that:

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.

In connection with the Court proceedings relating to obtaining the Interim Order and the Final Order, Logan shall:

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.

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).

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.

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.

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.

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:

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

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.

Article 3
COVENANTS AND ADDITIONAL AGREEMENTS

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.

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):

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;

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

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):

challenging or affecting the Arrangement or this Agreement or the consummation of the transactions contemplated hereby;

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);

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;

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

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;

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

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.

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:

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:

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;

proxy solicitation firm retained by Logan, as may be reasonably requested from time to time by Parent;

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.

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.

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.

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.

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).

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.

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

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.

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.

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.

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

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.

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.

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.

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.

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

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:

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.

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:

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;

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.

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:

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.

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

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.

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:

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.

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.

If at any time after the execution and delivery of this Agreement and prior to the termination of this Agreement:

(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:

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".

If this Agreement is terminated by:

(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.

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.

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.

Competition Act Approval) or may result in jeopardizing a Party's legal privilege in respect of such information.

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.

purpose, and where required by Applicable Law, obtained the consent of such individual to such additional purpose; or

Article 8
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:

Article 9
TERMINATION

This Agreement may be terminated at any time prior to the Effective Date:

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

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:

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

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

This Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns.

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.

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.

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:

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.

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.

Time is of the essence in this Agreement.

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.

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.

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.

SCHEDULE "A"
PLAN OF ARRANGEMENT

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:

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:

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:

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:

SCHEDULE "C"
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

SCHEDULE "D"
REPRESENTATIONS AND WARRANTIES OF LOGAN

released at or prior to the Effective Time; and (ii) restrictions on transfer contained in the constating documents of Newco. Other than the Newco Transaction Warrants and the securities to be issued pursuant to the Newco Financing and the Newco Transactions as described in the Circular, there are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to acquire any Newco Shares or other equity interests in Newco. All of the outstanding Newco Shares are validly issued, fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights.

significantly impede or delay the ability of Logan to consummate the Arrangement.

excluding indemnity payments) in any year in excess of [limit redacted] or (II) earn out payments, contingent payments or other similar obligations to a third party, including indemnity payments, in excess of [limit redacted] in the aggregate after the Agreement Date;

minutes of meetings of the Logan Board and any committee thereof relating to its strategic review process, this Agreement and the transactions contemplated hereby).

Securities Laws in all material respects; such disclosure controls and procedures have been designed to provide reasonable assurance that: (i) material information relating to Logan is made known to the chief executive officer and chief financial officer of Logan by others, particularly during the periods in which filings are being prepared; and (ii) material information required to be disclosed by Logan in the reports that it files or submits under Applicable Canadian Securities Laws is recorded, processed, summarized and reported within the time periods specified in Applicable Canadian Securities Laws, it being acknowledged that, as described in Section (ee), Logan makes no representation as to the effectiveness of such disclosure controls and procedures. Since January 1, 2026, Logan has filed with the appropriate Governmental Authority, in accordance with prescribed timelines, all forms, reports, certifications, schedules, statements and documents required to be filed under Applicable Canadian Securities Laws which are available for public viewing on SEDAR+.

Agreement or consummating the Arrangement or the other transactions contemplated by this Agreement (including the Newco Transactions).

receive timely payment would not in the aggregate have a Material Adverse Effect on Logan.

course of Logan Employee Plan activities) has been brought against or with respect to the Logan Employee Plan;

Person (other than salaries, wages or bonuses paid or payable in the ordinary course of business in accordance with current compensation levels and practices); (B) which forgives or will be required to forgive any indebtedness of any Person; or (C) increases or will be required to increase any benefits otherwise payable by Logan, as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated herein;

transactions contemplated by this Agreement. Logan has not taken any action or failed to take any action that, with notice or lapse of time or both, would constitute a material breach or default, or permit a termination of, any of such insurance policies.

foregoing, all authors of any works included in the Logan IP have expressly waived, in writing, any and all moral rights they may have in such works, to the fullest extent permitted by Applicable Law, including under the Copyright Act (Canada); (xi) with the exception of registrations or applications abandoned in the ordinary course of business, all registrations and applications for registration of Intellectual Property Rights owned by Logan are subsisting and in good standing, and all maintenance and renewal fees due prior to the Effective Date have been paid; (xii) Logan has not granted any material licenses, options, or rights to any third party to use, enforce, or acquire any Logan IP; (xiii) there is no pending or threatened litigation, opposition, cancellation, re-examination, or other proceeding or challenge relating to any Logan IP; and (xiv) Logan is in material compliance with all applicable open source software license terms and has not used any open source software in a manner that would require the disclosure, licensing, or distribution of any proprietary source code of Logan, or that would otherwise subject any proprietary software of Logan to any open source license obligations; in each case, other than non-compliance with or violations of the representations and warranties provided in this Section (eee)(i)-(xiv) which would, individually or in the aggregate, not have a Material Adverse Effect on Logan.

no action, suit, proceeding or investigation by or before any court or governmental agency, authority or body or any arbitrator involving Logan with respect to the Money Laundering Laws is ongoing or, to the knowledge of Logan, pending or threatened or has been pending or threatened. To the knowledge of Logan, there have been no investigations by any governmental agency, authority or body involving Logan with respect to the Money Laundering Laws, nor are any ongoing or pending or threatened or have been pending or threatened.

included in the Newco Assets, and all liabilities and obligations arising primarily out of, or relating primarily to, Newco, the Newco Subsidiaries, the Newco Assets or the Newco Transactions (whether arising before, on or after the Effective Time) are, or at the Effective Time will be, liabilities and obligations of Newco or a Newco Subsidiary. No Newco Asset is required by Logan for the conduct of any portion of its business following the Effective Time.

SCHEDULE "E"
REPRESENTATIONS AND WARRANTIES OF NEWCO

completion of the Newco Transactions and the Arrangement, Logan will not have any liability, cost, expense, obligation, guarantee, indemnity, credit support or commitment (whether absolute, accrued, contingent or otherwise, and whether arising before, on or after the Effective Time) in respect of Newco, the Newco Subsidiaries, the Newco Assets, the Newco Transactions or the distribution of the Newco Securities. There is no security interest, guarantee, letter of credit, surety or performance bond or other form of credit support provided by Logan in respect of any obligation of Newco or any Newco Subsidiary that will remain outstanding immediately following the Effective Time.

SCHEDULE "F"
FORM OF CONVEYANCE AGREEMENT

[Redacted]

SCHEDULE "G"
RESTRICTED AREA MAP

The Restricted Area comprises the lands within the red outline on the map below.

SCHEDULE "H"
TRANSITION SERVICES AGREEMENT

[Redacted]