The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAME OF REPORTING PERSON

  Torgerson Family Trust

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Province of British Columbia, Canada

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  -0-

  SHARED VOTING POWER

  2,902,174 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  -0-

  SHARED DISPOSITIVE POWER

  2,902,174 ⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,902,174 ⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  17.5%

  TYPE OF REPORTING PERSON

  OO

Includes 2,472,875 common shares issuable upon conversion of 9,042 Class A Series 1 preferred shares held by Torgerson Family Trust, which may be converted at the option of the holder.

  NAME OF REPORTING PERSON

  989677 Alberta Ltd.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Province of Alberta, Canada

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  -0-

  SHARED VOTING POWER

  320,206

  SOLE DISPOSITIVE POWER

  -0-

  SHARED DISPOSITIVE POWER

  320,206

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  320,206

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  2.27%

  TYPE OF REPORTING PERSON

  CO

  NAME OF REPORTING PERSON

  Svenco Investments Ltd.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Province of Alberta, Canada

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  -0-

  SHARED VOTING POWER

  320,206 ⁽²⁾

  SOLE DISPOSITIVE POWER

  -0-

  SHARED DISPOSITIVE POWER

  320,206 ⁽²⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  320,206 ⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  2.27%

  TYPE OF REPORTING PERSON

  CO

Svenco Investments Ltd. may be deemed to be the beneficial owner of 320,206 shares held indirectly by Svenco Investments Ltd. as the direct owner of all of the voting shares of 989677 Alberta Ltd.

  NAME OF REPORTING PERSON

  Lance Torgerson

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Canada

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  -0-

  SHARED VOTING POWER

  3,222,380 ⁽³⁾

  SOLE DISPOSITIVE POWER

  -0-

  SHARED DISPOSITIVE POWER

  3,222,380 ⁽³⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  3,222,380 ⁽³⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  19.4%

  TYPE OF REPORTING PERSON

  IN

Lance Torgerson may be deemed to be the beneficial owner of the shares held directly by Torgerson Family Trust, of which Lance Torgerson is one of three co-trustees and a beneficiary, and the shares held directly by 989677 Alberta Ltd., of which Lance Torgerson is the sole director and, as the owner of 100% of the voting shares of Svenco Investments Ltd., is the indirect beneficial owner of all the voting shares of 989677 Alberta Ltd. Includes 2,472,875 common shares issuable upon conversion of 9,042 Class A Series 1 preferred shares held by Torgerson Family Trust, which may be converted at the option of the holder.

  NAME OF REPORTING PERSON

  Tammy Torgerson

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Canada

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  -0-

  SHARED VOTING POWER

  3,222,380 ⁽⁴⁾

  SOLE DISPOSITIVE POWER

  -0-

  SHARED DISPOSITIVE POWER

  3,222,380 ⁽⁴⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  3,222,380 ⁽⁴⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  19.4%

  TYPE OF REPORTING PERSON

  IN

Mrs. Torgerson may be deemed to be the beneficial owner of the shares held by her spouse Lance Torgerson. Includes 2,472,875 common shares issuable upon conversion of 9,042 Class A Series 1 preferred shares held by Torgerson Family Trust, which may be converted at the option of the holder, and the shares held directly by 989677 Alberta Ltd. of which her spouse is the sole Director.

  NAME OF REPORTING PERSON

  Richard Torgerson

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Canada

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  -0-

  SHARED VOTING POWER

  2,902,174 ⁽⁵⁾

  SOLE DISPOSITIVE POWER

  -0-

  SHARED DISPOSITIVE POWER

  2,902,174 ⁽⁵⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,902,174 ⁽⁵⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  17.5%

  TYPE OF REPORTING PERSON

  IN

Richard Torgerson may be deemed to be the beneficial owner of the shares held directly by Torgerson Family Trust, of which Richard Torgerson is one of three co-trustees. Includes 2,472,875 common shares issuable upon conversion of 9,042 Class A Series 1 preferred shares held by Torgerson Family Trust, which may be converted at the option of the holder.

Interest in Securities of the Issuer

Date of Transaction

April-04-2022

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Material to Be Filed as Exhibits

/s/ Lance Torgerson

/s/ Lance Torgerson

/s/ Lance Torgerson

/s/ Lance Torgerson

/s/ Richard Torgerson

/s/ Tammy Torgerson

Purchase and Sale.

Sellers hereby sell and transfer to Buyer, and Buyer hereby purchases from Sellers, free and clear of all liens, claims and encumbrances, all of Sellers’ right, title and interest in and to the Shares at a purchase price of $22.75 per share, for an aggregate purchase price equal to $21,805,306.20 (the “Purchase Price”). Each party hereto shall bear his, her or its own legal fees and costs with respect to this Agreement and the transactions contemplated hereby.

Within two business day following the date hereof (the “Closing Date”), Sellers shall deliver to the Company or its Common Stock Transfer Agent such documents reasonably necessary in order to facilitate the transfer of the Shares, which is currently held in book entry, to the Buyer (registered in the name of the Buyer or in such other name as notified by the Buyer to the Sellers or the Company) without a restrictive legend.

On or prior to the Closing Date, the Buyer shall wire transfer immediately available funds to an account designated by Sellers in an aggregate amount equal to the Purchase Price.

Representations and Warranties of Sellers. The Sellers hereby represent and warrant to, and agree with, the Buyer that, as of the date hereof and as of the Closing Date of the transaction contemplated by this Agreement if later:

All consents, approvals, authorizations and orders necessary for the execution and delivery by the Sellers of this Agreement and for the sale and delivery of the Shares to be sold by the Sellers hereunder, including a waiver of the Lock-Up Agreement from the Company, have been obtained; and the Sellers have full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Sellers hereunder;

This Agreement has been duly authorized, executed and delivered by the Sellers and constitutes the legal, valid and binding obligation of the Sellers, enforceable against the Sellers in accordance with its terms;

The Sellers have been duly incorporated or organized and are validly existing as a corporation (in the case of 989) or as a trust (in the case of the Trust) in good standing under the laws of its jurisdiction or organization;

The sale of the Shares to be sold by the Sellers hereunder, the execution of this Agreement by the Sellers and the compliance by the Sellers with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any obligation of the Sellers or any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Sellers are a party or by which the Sellers are bound or to which any of the property or assets of the Sellers are subject, nor will such action result in any violation of the provisions of the certificate or articles of incorporation or by-laws (or other organization documents) of the Sellers, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Sellers or any of its properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the sale of the Shares to be sold by the Sellers hereunder or the consummation by the Sellers of the transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase of the Shares by the Buyer; Subject to the foregoing, the Shares when received by the Buyer shall be free from restrictions on transferability;

The Sellers have, and immediately prior to the Closing Date will have, good and valid title to the Shares to be sold by the Sellers hereunder on such date free and clear of all liens, encumbrances, equities or claims (except any encumbrances imposed by the Company that have been waived or lifted); and, upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Buyer;

There are no legal or governmental proceedings pending to which the Sellers are a party or of which any property of the Sellers are the subject which, if determined adversely to the Sellers, individually or in the aggregate, would prevent or impair the consummation of the transactions contemplated by this Agreement; and

The sale of the Shares by the Sellers to the Buyer has been registered by the Company on the Registration Statement, and the Sellers have not been notified by the Company that the Sellers’ ability to sell the Shares pursuant to the Registration Statement has been terminated or suspended for any reason.

Representations and Warranties of Buyers.

All consents, approvals, authorizations and orders necessary for the execution and delivery by the Buyer of this Agreement have been obtained; and the Buyer has full right, power and authority to enter into this Agreement and purchase the Shares;

This Agreement has been duly authorized, executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms;

The Buyer has been duly organized and is validly existing as a limited liability company in good standing under the laws of its jurisdiction or organization;

Following the purchase of the Shares, the Buyer is not, either alone or as part of a group, the beneficial owner of, or otherwise has, or would have, the right to acquire, through any option, warrant, forward contract, share loan, swap, contract of sale or other derivative or similar agreement, more than ten percent of the outstanding shares of Common Stock of the Company then outstanding; and

Buyer is not, directly or indirectly, engaged in any business in competition with the Company, it being understood that the Buyer from time to time holds non-controlling investments in companies that may compete with the Company.

Additional Agreement of the Sellers

Miscellaneous.

This Agreement shall be governed by the internal laws (and not the law of conflicts) of the State of New York. The Parties hereby submit to the jurisdiction of and venue in the federal courts located in the City of New York, New York in connection with any dispute related to this Agreement, any transaction contemplated hereby, or any other matter contemplated hereby. If for any reason jurisdiction and/or venue is unavailable in such federal courts, then the Parties hereby submit to the jurisdiction of and venue in the state courts located in such city in connection with any such dispute or matter. In addition, the Parties hereby waive any right to a trial by jury with respect to any such dispute or matter.

No amendment or waiver of this Agreement shall be effective without the prior written consent of Sellers and Buyer and, to the extent the interests of the Company are implicated, the Company.

This Agreement may be executed in one or more counterparts (including fax or electronic counterparts), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

This Agreement and the documents expressly referred to herein embody the complete agreement and understanding among the Parties with regard to the transaction described herein and supersede and preempt any prior understandings, agreements, or representations by or among the Parties, written or oral, which may have related to the subject matter hereof in any way.

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein.

Each Party shall from time to time and at all times hereafter make, do, execute, or cause or procure to be made, done and executed such further acts, deeds, conveyances, consents and assurances without further consideration, which may reasonably be required to effect the transactions contemplated by this Agreement.

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties without the prior written consent of the other Parties; provided that the Buyer shall be permitted to assign its rights and obligations under this Agreement to any investment fund managed by the Buyer. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective permitted successors and assigns.

No director, officer or employee of Buyer will have any liability for any obligations of Buyer under this Agreement or for any claim based on, in respect of, or by reason of, the obligations of Buyer hereunder or the transactions contemplated hereby. Sellers waive and release all such liability. This waiver and release is a material inducement to Buyer’s entry into this Agreement.