Legal

LEGAL NOTICE – TERMS AND CONDITIONS OF USE

Headwater Exploration Inc. and each of its affiliates (collectively, “Headwater”) welcomes you to this website (the “Headwater Website”).

The following sets out the terms and conditions under which you may access and use the Headwater Website, and the information and materials contained therein. By accessing the Headwater Website, you are agreeing to be bound by these Terms of Use. If you do not agree with these Terms of Use you may not access or use the Headwater Website or any information or materials contained therein.

These Terms of Use may be changed from time to time, without notice. It is your responsibility to check for such changes. If you do not agree with any amendment you must stop using and accessing the Headwater Website. Your continued access or use of the Headwater Website after any such changes are posted will constitute your acceptance of these changes.

You may not interfere with the security of, or otherwise abuse, the Headwater Website or any system resources, services or networks connected to, or accessible through, the Headwater Website. You may only use the Headwater Website for lawful purposes.

Limited License

Subject to these Terms of Use, you are granted a limited license only to display and print the materials and information contained in the Headwater Website for your own personal, non-commercial use, provided that such materials and information are not modified and that copyright and other intellectual property notices are not altered or deleted. You may not create derivative works from or otherwise reproduce, modify, republish or disseminate any materials or information contained in the Headwater Website in any manner or form whatsoever. Unless you have entered into a separate agreement with Headwater, any other use of such materials or information without Headwater’s written permission is prohibited.

Proprietary Rights

The materials and information contained in the Headwater Website are protected under the laws of Canada and of other countries. Certain words, phrases, names, titles, icons, graphics, designs or logos used on the Headwater Website may constitute trade-marks, service marks or trade-names of Headwater or other entities. The display of trade-marks, service marks or trade-names on the pages of the Headwater Website does not imply that a license of any kind has been granted to anyone else. Except as specifically set out herein, you may not use any such trade-marks, service marks or trade-names in any manner whatsoever.

Investment Decisions

THE MATERIALS AND INFORMATION CONTAINED IN THE HEADWATER WEBSITE ARE PROVIDED FOR INFORMATION PURPOSES ONLY AND ARE NOT INTENDED TO CONSTITUTE AN OFFERING OF SECURITIES IN ANY JURISDICTION. Information disclosed under the securities laws of those Canadian jurisdictions applicable to Headwater is not intended to be in any way qualified, amended, modified or supplemented by the information otherwise available in, through or on the Headwater Website. Due to the technical and security risks inherent in the Internet, and because the document you access may differ from the original depending on your browser software, the information set out in the Headwater Website should not be used for the purpose of making investment decisions with respect to Headwater.

IF YOU ARE GOING TO RELY ON ANY INFORMATION CONTAINED IN ANY DOCUMENT THEN YOU MUST OBTAIN THAT DOCUMENT DIRECTLY FROM THE APPROPRIATE SECURITIES REGULATORY AUTHORITIES. IF YOU NEED CURRENT INFORMATION THEN YOU MUST REFER TO DOCUMENTS THAT HAVE BEEN FILED WITH THE SECURITIES AUTHORITIES. Such information may be accessed from the website for the System for Electronic Document Analysis and Retrieval (SEDAR) developed for the Canadian securities administrators which is located at www.sedar.com.

Investment Caution

Individual statements appearing in Headwater’s securities filings are intended to be read in conjunction with and in the context of the complete documents in which they appear, including any documents incorporated therein by reference thereto, rather than as stand-alone statements. Further, these documents are not intended to be read in conjunction with any other material, including the content of the Headwater Website.

Forward Looking Statements

The Headwater Website contains certain forward-looking statements and forward-looking information (collectively referred to herein as “forward-looking statements”) within the meaning of Canadian securities laws. All statements other than statements of historical fact are forward-looking statements. Forward-looking information typically contains statements with words such as “anticipate”, “believe”, “plan”, “continuous”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “could” or similar words suggesting future outcomes. In particular, forward-looking statements include statements regarding: Headwater’s business plans and strategies; capital budget; cash flow from operations; capital expenditure programs; exploration and development plans; the ability to find a joint venture partner for Headwater’s prospects; plans to update resources reports; timing to secure regulatory approvals; government support of exploration and development activities; operating expenses; the quantity of natural gas, oil and natural gas liquids reserves and resources; net present values of future net revenues from reserves; development costs; production; tax pools; timing of taxation; abandonment and reclamation costs; market prices and premiums; projections of costs; supply and demand for natural gas; expectations regarding the ability to raise capital and to continually add to reserves through acquisitions, exploration and development; the renewal and extension of licenses; and treatment under governmental regulatory regimes. Statements relating to “reserves” and “resources” are forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions that the reserves and resources described, as applicable, exist in the quantities predicted or estimated and can profitably be produced in the future.

Undue reliance should not be placed on forward-looking statements, which are inherently uncertain, are based on estimates and assumptions, and are subject to known and unknown risks and uncertainties (both general and specific) that contribute to the possibility that the future events or circumstances contemplated by the forward-looking statements will not occur. There can be no assurance that the plans, intentions or expectations upon which forward-looking statements are based will in fact be realized. Actual results will differ, and the difference may be material and adverse to Headwater and its shareholders.

Forward-looking statements are based on the Corporation’s current beliefs as well as assumptions made by, and information currently available to, the Corporation concerning, among other items, anticipated financial performance, business prospects, strategies, regulatory developments, future natural gas and oil commodity prices, exchange rates, future natural gas production levels, the ability to obtain equipment in a timely manner to carry out development activities, the ability to market natural gas successfully to current and new customers, the impact of increasing competition, the ability to obtain financing on acceptable terms, the ability to add production and reserves through development and exploration activities, and the terms of agreements with third parties such as the Headwater’s forward sales contracts, transportation contracts and other assumptions described from time to time in the reports filed by Headwater with Canadian Securities regarding authorities. Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.

By their very nature, forward-looking statements involve inherent risks and uncertainties (both general and specific) and risks that forward-looking statements will not be achieved. These factors include, but are not limited to, risks associated with oil and gas exploration, substantial capital requirements and financing, volatility of natural gas and oil prices, government regulation, environmental, hydraulic fracturing, third party risk, dependence on key personnel, co-existence with mining operations, availability of drilling equipment and access, risks may not be insurable, variations in exchange rates, expiration of licenses and leases, reserves and resources estimates, development and/or acquisition of oil and natural gas properties, trading of common shares, seasonality, competition, management of growth, conflicts of interest, issuance of debt, title to properties and hedging, and such other risks or factors described from time to time in the reports filed by Headwater with the Canadian securities regulatory authorities. Headwater cautions that the foregoing list of risks and uncertainties is not exhaustive. Additional information on these and other factors which could affect Headwater’s operations or financial results are included in Headwater’s most recent Annual Information Form, Annual Financial Statements and Annual Management’s Discussion and Analysis and certain other filings made with applicable Canadian SECURITIES regulatory authorities. You can access the Annual Information Form, the Annual Financial Statements and the Annual Management’s Discussion and Analysis Report from the Headwater Website. In addition, information is available in Headwater’s other reports on file with applicable Canadian securities regulatory authorities.

Forward-looking information is based on the estimates and opinions of Headwater’s management at the time the statements are made in light of, and generally consistent with, its historical experience and its perception of historical trends, as well as certain expectations, generally consistent with, and informed by, its past experience, all of which are subject to the risk factors identified above. Headwater assumes no obligation to update forward-looking information should circumstances or management’s estimates or opinions change, except as required by applicable law.

Code of Conduct

You may not interfere with the security of, or otherwise abuse, the Headwater Website, or any system resources, services or networks connected to or accessible through the Headwater Website. You may only use the Headwater Website for lawful purposes. You agree that you will not attempt to, nor permit any third party to, enter restricted areas of Headwater’s computer systems or perform functions that you are not authorized to perform pursuant to these Terms of Use.

Headwater may, without notice, temporarily suspend your, or any other party’s, access to the Headwater Website by, for example, deactivating any password(s) or links to the Internet if we reasonably suspect that you, or any other parties, are obtaining unauthorized access to our other systems or information, or are using otherwise valid user identifications or passwords in any other unauthorized manner. These suspensions will be for such periods of time as Headwater may reasonably determine is necessary to permit the thorough investigation of such suspended activity.

While using the Headwater Website, you agree to comply with all applicable laws, rules and regulations. We reserve the right, in our sole discretion, to take any actions we deem necessary and appropriate to preserve the integrity of the Headwater Website. For example, we reserve the right (but have not obligation) to remove or otherwise delete any Content that may be posted on the Headwater Website.

Links to Third Party Websites

Headwater does not control any third party website and is therefore not responsible for the content of any linked website or any link contained in a linked website. Linked websites are not part of the Headwater Website. Headwater provides such links only as a convenience and the inclusion of any link does not imply endorsement, investigation or verification by Headwater of the linked website or information contained therein.

Completeness and Currency of Website

Headwater updates the information and materials on the Headwater Website periodically. However, Headwater cannot guarantee or accept any responsibility or liability for the accuracy, currency or completeness of the information or materials on the Headwater Website. Headwater may revise, supplement or delete information, materials, services and/or the resources contained in this website and reserves the right to make such changes without prior notification to past, current or prospective visitors.

Communications Through the Headwater Website / Email

The Internet is not a fully secure medium and any communication may be lost, intercepted or altered. Headwater is not liable for any damages related to communications to, or from, the Headwater Website. You agree with respect to any information provided by you to us through the Headwater Website or via e-mail that:

• Headwater has no obligation concerning such information;
• the information is non-confidential;
• Headwater may use, disclose, distribute or copy the information and may use any ideas, concepts or know-how contained in the information for any purpose; and
• the information is truthful and disclosure of the information does not violate the legal rights of others.

Internet Software or Computer Viruses

Due to technical difficulties with the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information or materials contained on this website. Computer viruses or other destructive programs may also be inadvertently downloaded from this website.

Headwater shall not be responsible or liable for any software, computer viruses or other destructive, harmful or disruptive files or programs that may infect or otherwise impact your use of your computer equipment or other property on account of your access to, use of, or browsing on this website or your downloading of any of the information or materials from this website. Headwater recommends that you install appropriate anti-virus or other protective software.

Disclaimer of Warranties

THE HEADWATER WEBSITE, AND ALL MATERIALS AND INFORMATION CONTAINED THEREIN, IS PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” AND IS USED BY YOU AT YOUR SOLE RISK. HEADWATER MAKES NO EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OR REPRESENTATIONS WHATSOEVER, INCLUDING THOSE IMPLIED BY STATUTE OR LAW, AND SPECIFICALLY DISCLAIMS THE SAME INCLUDING WITHOUT LIMITATION, ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

IN ADDITION, WITHOUT LIMITING THE FOREGOING, HEADWATER DOES NOT REPRESENT OR WARRANT THAT THE HEADWATER WEBSITE OR THE MATERIALS OR INFORMATION CONTAINED THEREIN WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE. THE HEADWATER WEBSITE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. HEADWATER ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY SUCH BUGS, ERRORS, PROBLEMS OR LIMITATIONS IN THE OPERATION OF, OR ANY INFORMATION OR MATERIALS CONTAINED IN, THE HEADWATER WEBSITE.

Exclusion of Liability

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE HEADWATER WEBSITE INCLUDING WITHOUT LIMITATION ANY OF THE MATERIALS OR INFORMATION CONTAINED THEREIN.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HEADWATER OR ANY OF ITS SUBSIDIARY ENTITIES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SECURITY HOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES WHATSOEVER, OR ANY DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR LOSS OF OPPORTUNITY IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THESE TERMS OF USE, INCLUDING WITHOUT LIMITATION IN CONNECTION WITH OR ARISING FROM YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE HEADWATER WEBSITE, THE MATERIALS OR INFORMATION CONTAINED THEREIN, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

IN EVERY EVENT, HEADWATER’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS OF USE OR THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE WEBSITE, THE INFORMATION OR THE MATERIALS CONTAINED THEREIN, IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO FIVE ($5.00) DOLLARS.

THE CONSIDERATION BEING PAID HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR HEADWATER TO ASSUME ANY RISKS BEYOND THOSE EXPRESSLY ASSUMED HEREIN AND IF ANY SUCH RISKS WERE TO BE ASSUMED BY HEADWATER, HEADWATER WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT CHARGING SUBSTANTIAL FEES.

SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify and hold Headwater harmless against all claims or liability asserted against Headwater arising out of or in connection with any breach by you or anyone acting on your behalf of any of these Terms of Use.

General

Headwater is headquartered in Alberta, Canada and the Headwater Website is controlled, operated and administered by Headwater from Alberta, Canada. The Headwater Website can be accessed from all provinces and territories of Canada, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of Alberta, Canada, by accessing the Headwater Website, you acknowledge and agree that all matters relating to these Terms of Use and access to, or use of, the Headwater Website (including any of the materials or information contained therein), and the resolution of any dispute arising between the parties shall be governed and construed in accordance with the laws of the Province of Alberta and those of Canada applicable therein (without reference to conflicts of laws principles). You agree that any legal action or proceeding between you and Headwater which in any way concerns these Terms of Use or the use of the Headwater Website or any materials or information contained therein shall be brought exclusively in the courts of Alberta, Canada. Any such dispute will be brought on an individual basis, and will not be consolidated in any other proceeding with any claim, controversy or dispute of any other party. Except where prohibited by applicable law, you agree to waive any right you may have to commence or participate in any class action against Headwater relating to any such dispute and you also agree to opt out of any class proceedings against Headwater. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction to obtain injunctive or other emergency or similar relief.

Headwater makes no representation that access to the Headwater Website or that the information contained therein is appropriate or legal in all jurisdictions. You may not access the Headwater Website or use any information in those jurisdictions where it would be illegal. In any case, your access to the website is entirely at your own initiative and you are responsible for ensuring that all laws are complied with.

Headwater’s failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provision or right.

If any provision or part thereof of these Terms of Use is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof.

All references herein to Headwater shall be deemed to include any subsidiary, affiliate, associate or successor of Headwater.

The parties have requested that these Terms of Use and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention, ainsi que tous les documents qui s’y rattachent, soient en anglais.

LAST UPDATED: May 2020