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ACT Energy Technologies Ltd. Capital/Financing Update 2022

Apr 15, 2022

42523_rns_2022-04-14_dcca9ab2-8568-4fcc-97ad-110b0a12bd44.pdf

Capital/Financing Update

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FORM 51-102F3 Material Change Report

Item 1 Name and Address of Company

Cathedral Energy Services Ltd. (the " Company ") 6030 – 3[rd] Street S.E.

Calgary, AB, T2H 1K2

Item 2 Date of Material Change(s)

April 4, 2022.

Item 3 News Release

News releases were issued and disseminated through the facilities of Canada NewsWire and filed on SEDAR on April 4, 2022.

Item 4 Summary of Material Change(s)

On April 4, 2022, the Company entered into a letter of engagement with Acumen Capital Finance Partners Limited (" Acumen ") on behalf of a syndicate of underwriters (collectively, the " Underwriters "), pursuant to which the Underwriters agreed to purchase, on a bought deal basis, 28,575,000 units of the Company (" Units ") at a price per Unit of $0.70 (the " Issue Price ") for aggregate gross proceeds of $20,002,500 (the " Offering "). Subsequently on the same day, the Company entered into an amended letter agreement with Acumen, on behalf the Underwriters, to increase the size of the Offering to 32,858,000 Units at the Issue Price for aggregate gross proceeds of approximately $23,000,600.

Item 5 Full Description of Material Change(s)

5.1 Full Description of Material Change(s)

On April 4, 2022, the Company entered into a letter of engagement with Acumen on behalf the Underwriters, pursuant to which the Underwriters agreed to purchase, on a bought deal basis, 28,575,000 Units at the Issue Price for aggregate gross proceeds of $20,002,500. Subsequently on April 4, 2022, the Company entered into an amended letter agreement with Acumen, on behalf the Underwriters, to increase the size of the Offering to distribute 32,858,000 Units at the Issue Price for aggregate gross proceeds of approximately $23,000,600.

Each Unit will consist of one common share in the capital of the Company (each a " Common Share ") and one-half of a common share purchase warrant (each whole common share purchase warrant, a " Warrant "). Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $0.85, for a period of 12 months following the closing of the Offering.

The Company granted the Underwriters an over-allotment option to purchase, at the Issue Price, up to an additional 15% of the Units issued under the Offering (being 4,928,700 Units), exercisable in whole or in part, at any time on or prior to the date that is 30 days following the closing of the Offering.

The Company intends to use the net proceeds of the Offering to repay indebtedness under its nonrevolving term credit facility with ATB Financial and for capital expenditures and strategic, general corporate and working capital purposes.

The Units will be offered in each of the provinces of Canada (except Québec) by way of a short form prospectus to be filed in each of such jurisdictions, and may be offered (i) in the United States on a private placement basis to pursuant to exemptions from the registration requirements of the

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United States Securities Act of 1933, as amended, and (ii) outside of Canada and the United States on a basis which does not require the qualification or registration of any of the Company's securities under domestic or foreign securities laws.

The closing date of the Offering is scheduled to be on or about April 25, 2022, and is subject to certain conditions including, but not limited to, the completion of formal documentation and the receipt of all necessary approvals, including the approval of the applicable securities commissions or similar securities regulatory authorities and the Toronto Stock Exchange.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer Knowledgeable of Material Change

Tom Connors, President and Chief Executive Officer Telephone: (403) 265-2560

Item 9 Date of Report

April 14, 2022.

Forward-Looking Information

This material change report contains statement and information that, to the extent that they are not historical fact, may constitute "forward-looking information" within the meaning of applicable securities legislation are based on expectations, estimates and projections of management as of the date hereof. Forward-looking statements are included for the purpose of providing information about management's current expectations and plans relating to the future. Wherever possible, words such as "plans", "expects", "scheduled", "trends", "forecasts", "future", "indications", "potential", "estimates", "predicts", "anticipate", "to establish", "believe", "intend", "ability to", or statements that certain actions, events or results "may", "should", "could", "would", "might", "will", or are "likely" to be taken, occur or be achieved, or the negative of these words or other variations thereof, have been used to identify such forwardlooking information. In this material change report, forward looking information and statements relate to, among other things: the receipt of all necessary regulatory approvals for the Offering and the anticipated use of the net proceeds therefrom and the anticipated closing date of the Offering. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, including risks regarding the COVID19 epidemic, conditions in the oil and gas and financial markets in Canada and the United States, market conditions, economic factors, geopolitical factors, management's ability to manage and to operate the business and the equity markets generally. Additional information regarding risks and uncertainties of the Company's business are contained under the heading " Risk Factors " in the Company's annual information form for the financial year ended December 31, 2021 and the Company's other public filings which are available under the Company's profile on SEDAR at www.sedar.com. The forward-looking information included in this material change report is made as of the date of this material change report and the Company does not undertake an obligation to publicly update such forward-looking information to reflect new information, future events or otherwise, except as required by applicable law