ACT Energy Technologies Ltd. - Capital/Financing Update 2022

A copy of this preliminary short form prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada, other than the province of Québec, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons authorized to sell such securities.

The securities offered under this short form prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or the securities laws of any state of the United States of America (the " United States " or " U.S. "), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) (" U.S. Persons ") unless exemptions from the registration requirements of the U.S. Securities Act and the securities laws of the applicable state of the United States are available. This short form prospectus does not constitute an offer to sell or a solicitation or an offer to buy any of the securities offered hereby within the United States or to, or for the benefit of, U.S. Persons. See "Plan of Distribution".

Information has been incorporated by reference in this short form prospectus from documents filed with securities

commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Cathedral Energy Services Ltd. at 6030 – 3[rd] Street S.E., Calgary, Alberta, T2H 1K2, telephone: 1 (403) 265-2560, and are also available electronically at www.sedar.com .

PRELIMINARY SHORT FORM PROSPECTUS

New Issue

April 8, 2022

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CATHEDRAL ENERGY SERVICES LTD.

$23,000,600 32,858,000 Units $0.70 per Unit

This preliminary short form prospectus (this " Prospectus ") qualifies the distribution of 32,858,000 units (the " Units ") of Cathedral Energy Services Ltd. (the " Corporation " or " Cathedral ") at a price of $0.70 per Unit (the " Offering Price ") for aggregate gross proceeds of $23,000,600 (the " Offering "). Each Unit consists of one common share in the capital of the Corporation (a " Unit Share ") and one-half of one common share purchase warrant (each whole common share purchase warrant, a " Warrant "). Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances in accordance with the terms of the Warrant Indenture (as defined hereinafter), one common share in the capital of the Corporation (a " Warrant Share ") at an exercise price of $0.85 until the date that is 12 months following the Closing Date (as defined hereinafter). The Warrants will be governed by a warrant indenture (the " Warrant Indenture ") to be entered into on or before the Closing Date between the Corporation and

Computershare Trust Company of Canada (the " Warrant Agent "), as warrant agent. See " Description of Securities Being Distributed. "

The Offering is being undertaken pursuant to the terms of an underwriting agreement dated effective as of April 4, 2022 (the " Underwriting Agreement ") among the Corporation, Acumen Capital Finance Partners Limited (the " Lead Underwriter ") and Peters & Co. Limited (together with the Lead Underwriter, the " Underwriters "). The terms of the Offering, including the Offering Price, were determined by arm's length negotiation between the Corporation and the Lead Underwriter, on behalf of the Underwriters. The Units will be offered in each of the provinces of Canada other than Québec. See " Plan of Distribution ".

The common shares in the capital of the Corporation (the " Common Shares ") are currently listed and posted for trading on the Toronto Stock Exchange (the " TSX ") under the symbol "CET". The price of the Common Shares on the TSX on April 4, 2022, immediately prior to the halt in trading on the date of the announcement of the Offering, was $0.79 per Common Share. The closing price of the Common Shares on the TSX on April 7, 2022, the last trading day prior to the date of this Prospectus, was $0.75 per Common Share. The Corporation has applied to list the Unit Shares, the Warrants and the Warrant Shares on the TSX. Listing is subject to the approval of the TSX in accordance with its applicable listing requirements.

Per Unit……………………………….. Total(3)……………………………........	Price to Public $0.70 $23,000,600	Underwriters' Fee(1) $0.042 $1,125,036(4)	Net Proceeds to the Corporation(2)
			$0.658 $21,875,564(4)

Notes:

(1) Pursuant to the terms of the Underwriting Agreement, the Underwriters will receive a cash commission (the " Underwriters' Fee ") equal to: (i) $0.042 per Unit, or 6.0% of the gross proceeds of the Offering, including any gross proceeds raised on the exercise of the Over-Allotment Option (as defined hereinafter) but excluding up to $8,500,000 in gross proceeds from the sale of Units to purchasers on a "president's list" identified by the Corporation (the " President's List Purchasers "); and (ii) $0.021 per Unit, or 3.0% of the gross proceeds, from the sale of Units to the President's List Purchasers. See " Plan of Distribution ".

(2) After deducting the Underwriters' Fee, but before deducting the expenses of the Offering (estimated to be approximately $300,000), which together with the Underwriters' Fee, will be paid from the gross proceeds of the Offering.

(3) The Corporation has granted the Underwriters an over-allotment option (the " Over-Allotment Option "), exercisable in whole or in part, from time to time, until and including the date that is 30 days after the Closing Date (the " OverAllotment Deadline "), to purchase up to an additional 4,928,700 Units (the " Additional Units ") at the Offering Price to cover the Underwriters' over-allocation position, if any, and for market stabilization purposes. The Over-Allotment Option is exercisable by the Underwriters giving notice to the Corporation prior to the Over-Allotment Deadline, which notice shall specify the number of Additional Units to be purchased. A person who acquires Units forming part of the Underwriters' over-allocation position acquires those securities under this Prospectus regardless of whether the Underwriters' over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. If the Over-Allotment Option is exercised in full, the total "Price to the Public", "Underwriters' Fee" and "Net Proceeds to the Corporation", before deducting the expenses of the Offering, will be $26,450,690, $1,332,041 and $25,118,649 (assuming sales to the President's List Purchasers in the amount of $8,500,000 and before deducting the expenses of the Offering, estimated to be approximately $300,000), respectively. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Additional Units issuable upon exercise of the Over-Allotment Option. See " Plan of Distribution " and the table below.

(4) Assuming that the President's List Purchasers subscribe for an aggregate of $8,500,000 in Units.

The following table sets forth the maximum number of securities that may be issued by the Corporation pursuant to the exercise of the Over-Allotment Option:

Underwriters' Position Over-Allotment Option(1)	Maximum Number of Securities Available 4,928,700 Additional Units	Exercise Period For a period of 30 days from and including the Closing Date	Exercise Price
			$0.70 per Additional Unit

Note:

(1) This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Additional Units issuable upon exercise of the Over-Allotment Option. See " Plan of Distribution ".

Unless the context otherwise requires, when used herein, all references to: (i) the "Offering" include the exercise of the Over-Allotment Option; (ii) "Units" include the Additional Units issuable upon exercise of the Over-Allotment Option as well as the Unit Shares and Warrants underlying the Units; (iii) "Unit Shares" include the Unit Shares comprising the Over-Allotment Units; (iv) "Warrants" include the Warrants comprising the Over-Allotment Units; and (v) "Warrant Shares" include the Common Shares issuable upon exercise of the Warrants.

The Underwriters, as principals, conditionally offer the Units, subject to prior sale, if, as and when issued by the Corporation and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under " Plan of Distribution " and subject to the approval of certain legal matters by DS Lawyers Canada LLP, on behalf of the Corporation, and by Burnet, Duckworth & Palmer LLP, on behalf of the Underwriters. In connection with the Offering, and subject to applicable laws, the Underwriters may over-allot or effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail on the open market. Such transactions, if commenced, may be discontinued at any time. See " Plan of Distribution ".

The Underwriters propose to offer the Units initially at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Units at the Offering Price, the Underwriters may subsequently reduce the selling price to investors from time to time in order to sell any of the Units remaining unsold. Any such reduction will not affect the proceeds received by the Corporation. See " Plan of Distribution ".

There is currently no market through which the Warrants may be sold and purchasers may not be able to resell the Warrants purchased under this Prospectus. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants and the extent of issuer regulation.

Subscriptions for the Units will be received subject to rejection or allotment in whole or in part and the Underwriters reserve the right to close the subscription books at any time without prior notice. Closing of the Offering is expected to take place on or about April 25, 2022 or such other date as may be agreed upon by the Corporation and the Lead Underwriter, but in any event not later than 42 days after the date of the receipt for the (final) short form prospectus (the " Closing Date ").

Subject to certain exceptions, it is anticipated that the Unit Shares and Warrants comprising the Units will be delivered under the book-based system through CDS Clearing and Depository Services Inc. (" CDS ") or its nominee and deposited in electronic form. A purchaser of the Units will receive only a customer confirmation of the Unit Shares and Warrants comprising the Units from the registered dealer from or through which such Units are purchased and who is a CDS depository service participant. CDS will record the CDS participants who hold the Unit Shares and Warrants on behalf of owners who have purchased such Unit Shares and Warrants in accordance with the book-based system. No certificates will be issued unless specifically requested or required. See " Plan of Distribution ".

iii

Mr. Shuja Goraya and Mr. Dale E. Tremblay are directors of the Corporation who reside outside of Canada. Each of Mr. Goraya and Mr. Tremblay have appointed the following agent for service of process:

Name of Person or Company	Name and Address of Agent
Shuja Goraya	DS Lawyers Canada LLP Suite 800, 333 – 7thAvenue S.W. Calgary, Alberta T2P-2Z1
Dale E. Tremblay	DS Lawyers Canada LLP Suite 800, 333 – 7thAvenue S.W. Calgary, Alberta T2P-2Z1

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

Investing in the Units is speculative and involves significant risks. You should carefully review and evaluate certain risk factors contained in this Prospectus and in the documents incorporated by reference herein before purchasing the Units. See " Cautionary Note Regarding Forward-Looking Information " and " Risk Factors ". Potential investors are advised to consult their own legal counsel and other professional advisers in order to assess income tax, legal and other aspects of this investment.

You should rely only on the information contained in this Prospectus (including the documents incorporated by reference herein). Neither the Corporation nor the Underwriters have authorized anyone to provide you with information different from that contained in this Prospectus. Neither the Corporation nor any Underwriter is making an offer to sell or seeking offers to buy the Units in any jurisdiction where the offer or sale of Units is not permitted. You should not assume that the information contained or incorporated by reference in this Prospectus is accurate as of any date other than the date on the front page of this Prospectus or the respective dates of the documents incorporated by reference herein. The Corporation's business, financial condition, results of operations and prospects may have changed since that date. The Corporation does not undertake to update the information contained or incorporated by reference herein, except as required by applicable securities laws.

The Corporation's head office is located at 6030 – 3[rd] Street S.E., Calgary, Alberta T2H 1K2, and its registered office is located at Suite 800, 333 – 7[th] Ave S.W., Calgary, Alberta, T2P 2Z1.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION ................................... 1 GENERAL MATTERS ................................................................................................................................ 4 FINANCIAL INFORMATION AND CURRENCY PRESENTATION ..................................................... 5 MARKET AND INDUSTRY DATA ........................................................................................................... 5 DOCUMENTS INCORPORATED BY REFERENCE................................................................................ 5 MARKETING MATERIALS ....................................................................................................................... 6 THE CORPORATION ................................................................................................................................. 7 RECENT DEVELOPMENTS ...................................................................................................................... 7 CONSOLIDATED CAPITALIZATION ...................................................................................................... 7 USE OF PROCEEDS ................................................................................................................................... 8 DESCRIPTION OF SECURITIES BEING DISTRIBUTED ..................................................................... 10 PRIOR SALES............................................................................................................................................ 12 TRADING PRICE AND VOLUME ........................................................................................................... 13 PLAN OF DISTRIBUTION ....................................................................................................................... 14 ELIGIBILITY FOR INVESTMENT .......................................................................................................... 17 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS............................................. 18 RISK FACTORS ........................................................................................................................................ 22 AUDITORS, TRANSFER AGENT AND REGISTRAR ........................................................................... 25 INTEREST OF EXPERTS ......................................................................................................................... 25 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ......................................................... 26 CERTIFICATE OF THE CORPORATION ............................................................................................. C-1 CERTIFICATE OF THE UNDERWRITERS .......................................................................................... C-2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Prospectus, and the documents incorporated by reference herein contain certain statements and information (collectively referred to as " forward-looking statements ") based on the Corporation's current internal expectations, estimates, projections, assumptions and beliefs as at the date of such statements or information, that constitute forward-looking statements or forward-looking information under applicable securities laws. All statements and information, other than those of historical fact, about possible events, conditions, results of operations, activities, events, outcomes, results or developments based on assumptions to occur in the future (in whole or in part) should be considered forward-looking statements. In some cases, forward-looking statements can be identified by terms such as "anticipate", "continue", "estimate", "expect", "may", "will", "project", "plan", "should", "believe" and similar expressions. Forward-looking statements are not a guarantee of future performance and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Corporation believes that the expectations reflected in these forward-looking statements are reasonable but no assurance can be given that these expectations, or the assumptions underlying these expectations, will prove to be correct and such forward-looking statements included in this Prospectus and the documents incorporated by reference herein should not be unduly relied upon. Such forward-looking statements speak only as of the date of this Prospectus and the documents incorporated by reference herein, as the case may be.

Forward-looking statements in this Prospectus and in documents incorporated by reference herein include, or may include, but are not limited to, statements with respect to:

the completion and expected timing of the Offering;
the receipt of required regulatory approvals (including of the TSX) in respect of the Offering;
the net proceeds from the Offering, the Corporation's use of the net proceeds from the Offering and the results of activities conducted using such net proceeds;
the Corporation's business objectives and the anticipated timing of execution;
the estimated amount of expenses associated with the Offering;
expectations regarding the Corporation's ability to raise capital;
the Corporation's acquisition strategy and related milestones;
supply and demand for oil and natural gas, and oilfield services;
projections of market prices and costs;
the Corporation's cost reduction strategies;
competitive conditions and the Corporation's ability to maintain its competitive position;
the Corporation's planned capital expenditures;
the Corporation's ability to fund debt maturities;
the Corporation's business objectives and strategies;
the level of services and operations in Canada and the United States;
operating risk and liability;
the competitive conditions of the industries in which the Corporation operates;

expectations relating to market size and anticipated growth in the jurisdictions within which the Corporation may from time to time operate or contemplate future operations;
the impact of the novel coronavirus disease pandemic (" COVID-19 ") on the Corporation's current and future operations;
the Corporation's strategic investments and capital expenditures and related benefits;
the competitive landscape within which the Corporation operates and the Corporation's market share or reach;
the expectation that President's List Purchasers will participate in the Offering;
the Corporation's ability to generate cash flow from operations and from financing activities; and
those forward-looking statements and information referred to in the AIF (as defined hereinafter) under the heading " Forward Looking Information " and in the Annual MD&A (as defined hereinafter) under the heading " Forward Looking Statements ".

Forward-looking statements are subject to certain risks and uncertainties. Although management of the Corporation (" Management ") believes that the expectations reflected in these forward-looking statements are reasonable in light of, among other things, its perception of trends, current conditions and expected developments, as well as other factors that Management believes to be relevant and reasonable in the circumstances at the date that such statements are made, readers are cautioned not to place undue reliance on forward looking statements, as forward looking statements may prove to be incorrect. A number of factors could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking statements. Importantly, forward-looking statements contained in this Prospectus and in documents incorporated by reference are based upon certain assumptions that Management believes to be reasonable based on the information currently available to Management, including, but not limited to:

the completion of the Offering;
general market conditions;
the Corporation's expectations of the supply and demand for oilfield services and industry activity levels;
oil and natural gas commodity prices and production levels;
general business and economic conditions, including negative impacts from the continued spread of COVID-19 on the global economy or on the Corporation's business, financial position or results of operations;
the regulatory framework governing royalties, taxes and environmental matters in Canada, the United States and any other jurisdictions in which the Corporation may conduct its business in the future;
the Corporation's projected capital investment levels;
debt service and future capital needs;
the equity and debt markets continuing to provide the Corporation with access to capital on terms acceptable to the Corporation;
the flexibility of the Corporation's current capital spending plans and the associated source of funding;
the Corporation's ability to generate sufficient cash flow from operations to meet its current and future obligations;

the Corporation's future growth prospects and business opportunities;
the capital cost of expected expansion by the Corporation;
the ability of the Corporation to maintain good working relationships with key customers and suppliers;
the Corporation's success in implementing its strategies and achieving its business objectives;
the expectation that Corporation will continue to attract, develop, motivate and retain highly qualified and skilled consultants and/or employees, as the case may be; and
those factors and assumptions contained in the AIF under the heading " Forward Looking Information " and in the Annual MD&A under the heading " Forward Looking Statements ".

By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Although Management believes that the expectations reflected in, and assumptions underlying, such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. New factors emerge from time to time, and it is not possible for Management to predict all of those factors or to assess in advance the impact of each such factor on the Corporation's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Some of the risks that could cause results to differ materially from those expressed in forward-looking statements in this Prospectus and in documents incorporated by reference include:

the ability of the Corporation to complete the Offering;
operating risk liability;
demand for oilfield services;
commodity price and stock market volatility;
levels of competition in the oilfield services industry, including increased competition;
the ability of the Corporation to attract and retain clientele;
delays resulting from or inability to obtain required regulatory approvals;
the lack of availability of qualified personnel or management and the Corporation's inability to attract and retain qualified members of Management to grow its business and operations;
unanticipated changes in economic and market conditions (including changes resulting from COVID-19 or any other health epidemics, pandemics or outbreaks);
the impact of general economic conditions in Canada, the United States and globally;
industry conditions;
changes in laws and regulations (including without limitation the adoption of new environmental laws and regulations) and changes in how they are interpreted and enforced;
fluctuations in foreign exchange or interest rates;
risks associated with operations in different jurisdictions; and
the other factors set out under " Risk Factors " herein, under the heading " Forward Looking Information " in the AIF and under the heading " Risk Factors " in the Annual MD&A.

Readers are cautioned that the foregoing list of factors are not exhaustive. The Corporation provides no assurance that forward-looking statements in this will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements (including those in the documents incorporated herein by reference), and in evaluating forward-looking statements, readers should specifically consider various factors, including the risks outlined under " Risk Factors " in this Prospectus and in the Annual Information Form, which may cause actual results to differ materially from the results, performance or achievements of the Corporation expressed or implied by any forward-looking statements.

The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained in this Prospectus are made as of the date of this Prospectus, and except as required by applicable Canadian securities laws, the Corporation does not intend, and does not assume any obligation, to update these forward-looking statements.

GENERAL MATTERS

In evaluating whether or not to purchase Units pursuant to the Offering, prospective purchasers should rely only on the information contained in this Prospectus (including in the documents incorporated by reference herein) and should not rely on parts of the information contained in this Prospectus or incorporated by reference herein to the exclusion of others. The Corporation and the Underwriters have not authorized anyone to provide prospective purchasers with different or additional information, and accordingly, prospective purchasers should not rely on any additional or different information provided by anyone else. Further, any information contained on, or otherwise accessed through, the Corporation's website shall not be deemed to be a part of this Prospectus and such information is not incorporated by reference, despite any references to such information in this Prospectus or the documents incorporated by reference herein, and prospective purchasers should not rely on such information when deciding whether or not to invest in the Units. Finally, any information on the Underwriters' websites and any information contained in any other website maintained by the Underwriters or its affiliates has not been approved and/or endorsed by the Corporation or the Underwriters, and such information shall not be deemed to be a part of this Prospectus, is specifically not incorporated by reference herein, and should not be relied upon by prospective purchasers.

The Corporation and the Underwriters are not making an offer to sell or seeking an offer to purchase the securities offered pursuant to this Prospectus in any jurisdiction where the offer or sale is not permitted. Prospective purchasers should assume that the information contained in this Prospectus is accurate only as of the date of this Prospectus, and that the information contained in any document incorporated by reference herein is accurate only as of the date of that document, regardless of the time of delivery of this Prospectus or of any sale of any securities pursuant hereto. Prospective purchasers are cautioned that the business, financial condition, results of operations and prospects of the Corporation may have changed since those dates, and that the Corporation does not undertake to update the information contained or incorporated by reference herein, except as required by applicable Canadian securities laws.

Information contained in this Prospectus should not be construed as legal, tax or financial advice and readers are urged to consult their own professional advisors in connection therewith.

Unless otherwise specified or the context otherwise requires, in this Prospectus, (i) all references to the "Corporation", "Cathedral", "we", "us" and "our" refer to Cathedral Energy Services Ltd., and (ii) " Material Adverse Effect " means a material adverse effect on the business, the properties, assets, liabilities (including contingent liabilities), results of operations, financial performance, financial condition, or the market and trading price of the securities, of the Corporation and its subsidiaries, taken as a whole.

FINANCIAL INFORMATION AND CURRENCY PRESENTATION

The financial statements of the Corporation incorporated by reference in this Prospectus are reported in Canadian dollars and have been prepared in accordance with International Financial Reporting Standards. Unless otherwise specified or the context otherwise requires, all references to "$"and "dollars" refer to Canadian dollars.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this Prospectus (or in a document incorporated or deemed to be incorporated by reference herein) concerning the industry and the markets in which the Corporation operates, including its general expectations and market position, market opportunities and market share, is, or may be, based on information from independent industry organizations, other thirdparty sources (including industry publications, surveys and forecasts) and the studies and estimates of Management.

Unless otherwise indicated, the Corporation's estimates are derived from publicly available information released by independent industry analysts and third-party sources as well as data from the Corporation's internal research, and include assumptions made by Management which Management believe to be reasonable based on their knowledge of the relevant industry and markets. Such internal research and assumptions have not been verified by any independent source, and the Corporation and Management have not independently verified any third-party information. While Management believes the market position, market opportunity and market share information included, or which may be included, in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of the Corporation's future performance and the future performance of the industry and markets in which the Corporation operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading " Cautionary Note Regarding Forward-Looking Information " and the heading " Risk Factors ".

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with the securities commissions or similar regulatory authorities in certain provinces of Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of the Corporation at 6030 – 3[rd] Street S.E., Calgary, Alberta T2H 1K2, telephone (403) 265-2560, and are also accessible under the Corporation's issuer profile on SEDAR at www.sedar.com.

The following documents filed with the securities commission or similar securities regulatory authorities in certain provinces of Canada are specifically incorporated by reference in, and form an integral part of, this Prospectus:

(a) the management information circular of the Corporation dated April 6, 2022 regarding the annual general meeting of shareholders of the Corporation to be held on May 12, 2022;
(b) the annual information form of the Corporation for the financial year ended December 31, 2021, dated March 14, 2022 (the " Annual Information Form " or the " AIF ");
(c) the audited consolidated financial statements of the Corporation as at and for the financial years ended December 31, 2021 and 2020, together with the notes thereto and the report of independent auditors thereon (the " Annual Financial Statements ");

(d) the management's discussion and analysis of the Corporation relating to the Annual Financial Statements (the " Annual MD&A ");
(e) the material change report of the Corporation dated February 24, 2022, in respect of the closing of a private placement offering of Common Shares, the acquisition of operating assets of Discovery Downhole Services and the amendment and restatement of the Corporation's credit agreement (the " Amended Credit Agreement ");
(f) the template version of the term sheet of the Corporation dated April 4, 2022 with respect to the Offering; and
(g) the template version of the term sheet of the Corporation dated April 4, 2022 with respect to the increase in the initial amount of the Offering.

Any documents of the type required by Section 11.1 of Form 44-101F1 – Short Form Prospectus National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus, including any material change reports (excluding material change reports filed on a confidential basis), interim financial statements, annual financial statements and the auditors' report thereon, management's discussion and analysis, information circulars, annual information forms and business acquisition reports filed by the Corporation with securities commissions or similar regulatory authorities in Canada subsequent to the date of this Prospectus and before completion of the distribution of the Units, shall be deemed to be incorporated by reference into this Prospectus. The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to the Corporation and readers should review all information contained in this Prospectus and the documents incorporated or deemed to be incorporated by reference herein.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement or document so modified or superseded will not be incorporated by reference and will not constitute a part of this Prospectus, except to the extent so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the statement or document that it modifies or supersedes. Further, the making of a modifying or superseding statement will not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact, or an omission to state a material fact that is required to be stated or that is necessary to make the applicable statement not misleading in light of the circumstances in which it was made.

MARKETING MATERIALS

Any "template version" of any "marketing materials" (as such terms are defined in National Instrument 41101 – General Prospectus Requirements ) that are used by the Corporation or the Underwriters in connection with the Offering will be incorporated by reference into this Prospectus. However, any such template version will not form part of this Prospectus to the extent that the contents of the template version of marketing materials have been modified or superseded by a statement contained in this Prospectus. Any "template version" of any "marketing materials" filed under the Corporation's profile on SEDAR after the date of this Prospectus and before the termination of the distribution under the Offering (including any amendments to, or amended version of, the "marketing materials") will be deemed to be incorporated into this Prospectus.

THE CORPORATION

Cathedral Energy Services Ltd. is an energy services company engaged in the business of providing directional drilling services to oil and natural gas exploration and development entities in western Canada and the U.S. The Corporation carries on its activities in Canada and the U.S. under the name "Cathedral Energy Services".

Further details concerning the Corporation, including information with respect to the Corporation's subsidiaries, assets, operations and history, are provided in the AIF and in the other documents incorporated by reference into this Prospectus. Readers are encouraged to thoroughly review these documents as they contain important information about the Corporation.

RECENT DEVELOPMENTS

On February 10, 2022, Cathedral acquired the operating assets of Discovery Downhole Services (" DDS "), a privately-held, U.S.-based, high-performance mud motor technology rental business with operations in North Dakota, Texas, and Wyoming (the " DDS Transaction "), in exchange for: (a) the issuance of 5,254,112 Common Shares; and (b) the payment of USD $14,250,000 in cash (together, the " DDS Purchase Price "). The cash portion of the DDS Purchase Price was funded by proceeds from the Private Placement (as defined hereinafter) and the Term Loan (as defined hereinafter).

Concurrently with the closing of the DDS Transaction, Cathedral closed a non-brokered private placement of 14,659,000 Common Shares at a price of $0.44 per share for gross proceeds of $6.4 million (the " Private Placement ") and entered into the Amended Credit Agreement with ATB Financial to, among other things, provide for a non-revolving term credit facility in the amount of USD $14,250,000 (the " Term Loan ").

The net proceeds from the Offering will be used to repay the Term Loan owing under the Amended Credit Agreement, which was incurred in connection with the DDS Transaction, for capital expenditures and general corporate and working capital purposes and may also be used by the Corporation for any potential strategic growth acquisitions that may include a cash component, if any. See " Use of Proceeds ".

Ongoing Acquisitions and Financing Activities

The Corporation continues to evaluate potential acquisitions with a view to its stated corporate objectives, including the acquisition of all types of services to oil and natural gas exploration and development entities in western Canada and the U.S. The Corporation is normally in the process of evaluating several potential acquisitions at any one time which individually or in the aggregate could be material although the Corporation cannot predict, as of the date hereof, whether any current or future opportunities will result in one or more acquisitions for the Corporation. As at the date hereof, the Corporation is not a party to any binding definitive agreements with respect to any material acquisition (or disposition) transaction. Additionally, the Corporation continuously evaluates its capital structure, liquidity and capital resources, and financing opportunities that arise from time to time. The Corporation may in the future complete financings of equity or debt (which may be convertible into equity) for purposes that may include the financing of acquisitions, the financing of the Corporation’s operations and capital expenditures, and the repayment of indebtedness.

CONSOLIDATED CAPITALIZATION

The following table sets forth the consolidated capitalization of the Corporation, on an undiluted basis, as at December 31, 2021 and as at the date of this Prospectus (i) before giving effect to the Offering, (ii) after giving effect to the Offering and assuming the Over-Allotment Option is not exercised, and (iii) after giving

effect to the Offering and assuming the Over-Allotment Option is exercised in full to acquire 4,928,700 Additional Units. The below table should be read in conjunction with the Annual Financial Statements and the related notes and Annual MD&A that are each incorporated by reference in this Prospectus.

Shareholder Capital Common Shares Warrants(1) Options(2) Debt Credit Facility(3) Finance Lease Liabilities	Authorized Unlimited Unlimited 10% of the I/O Common Shares $30,553,649 Not Applicable	Outstanding as at December 31, 2021 80,200,153 2,575,000 6,660,700 $6,034,603 $15,759,821	Outstanding as at the date of this Prospectus before giving effect to the Offering 100,318,597 2,575,000 6,835,368 $22,959,735 $15,155,945	Outstanding as at the date of this Prospectus after giving effect to the Offering 133,176,597 19,004,000 6,835,368 $5,406,086(4) $15,155,945	Outstanding as at the date of this Prospectus after giving effect to the Offering and the exercise of the Over- Allotment Option in full
					138,105,297 21,468,350 6,835,368 $5,406,086(4) $15,155,945

Notes:

(1) As at December 31, 2021 the Corporation had outstanding an aggregate of 2,575,000 warrants to purchase Common Shares, of which 575,000 warrants entitle the holders thereof to acquire an equal number of Common shares at an exercise price of $0.24 per share on or before February 8, 2024 and of which 2,000,000 warrants entitle the holder thereof to acquire an equal number of Common shares at an exercise price of $0.60 per share on or before July 22, 2023.
(2) Pursuant to the stock option plan of the Corporation (the " Option Plan "), the maximum number of Options that may be issued pursuant to the Option Plan may not exceed in the aggregate, 10% of the issued and outstanding Common Shares. As at the date of this Prospectus, the Corporation had an aggregate of 6,835,368 options outstanding with a weighted average exercise price of $0.35.
(3) Cathedral's current credit availability under the Amended Credit Agreement consists of: (i) a $12 million operating facility; (ii) an outstanding $1 million loan through the Highly Affected Sectors Credit Availability Program; and (iii) the Term Loan in the outstanding amount of $17,553,649 as of the date of this Prospectus. The key financial covenants associated with the Amended Credit Agreement include a maximum Consolidated Funded Debt to Consolidated EBITDA Ratio (as defined in the Amended Credit Agreement) of 3.00 to 1.0 and a maximum Consolidated Fixed Charge Coverage Ratio (as defined in the Amended Credit Agreement) of not less than 1.25 to 1.0, both of which are calculated quarterly. The Amended Credit Agreement provides a definition of Consolidated EBITDA to be used in calculation of financial covenants. The Amended Credit Agreement is secured by a general security agreement over all present and future personal property of Cathedral, including the property acquired in the DDS Transaction.
(4) The Amended Credit Facility requires that 100% of the net proceeds of the issuance of any equity of the Corporation be used to repaying amounts outstanding under the Term Loan. Accordingly, a portion of the net proceeds from the Offering will be used to fully repay the amount of the Term Loan, which was incurred in connection with the DDS Transaction .

USE OF PROCEEDS

Net Proceeds

The expected net proceeds to the Corporation from the Offering (assuming no exercise of the OverAllotment Option) are estimated to be $21,575,564, after deducting the Underwriters' Fee of $1,125,036 (assuming that President's List Purchasers subscribe for an aggregate of $8,500,000 in Units) and deducting

the expenses of the Offering (estimated to be approximately $300,000). The Corporation intends to use the net proceeds of the Offering for the purposes outlined below.

If the Over-Allotment Option is exercised in full, the net proceeds to the Corporation from the Offering are estimated to be $24,818,648, after deducting the Underwriters' Fee of $1,332,041 (assuming that President's List Purchasers subscribe for an aggregate of $8,500,000 in Units) and deducting the expenses of the Offering (estimated to be approximately $300,000). The net proceeds from the exercise of the OverAllotment Option, if any, are expected to be used for capital expenditures and for strategic, general corporate and other working capital purposes.

Principal Purposes

The Corporation currently anticipates using the estimated net proceeds from the Offering (assuming no exercise of the Over-Allotment Option) as set forth in the following table:

exercise of the Over-Allotment Option) as set forth in the following table:
Principal Purpose Repayment of the Term Loan owing under the Amended Credit Agreement(1) Capital expenditures and strategic,general corporate and workingcapitalpurposes(2) Total:	Estimated Allocation
	Amount of Net
	Proceeds
	$17,553,649 $4,021,915
	$21,575,564

Notes:

(1) This indebtedness was incurred and used to fund a portion of the DDS Purchase Price.

(2) These funds will be used by the Corporation for capital expenditures and general corporate and working capital purposes and may also be used by the Corporation for any potential strategic growth acquisitions that may include a cash component, if any. See " Ongoing Acquisitions and Financing Activities ".

If the Over-Allotment Option is exercised in full, the Corporation will receive additional net proceeds of $3,243,084, after deducting the applicable Underwriters' Fee. Any additional proceeds received pursuant to the exercise of the Over-Allotment Option will be used for additional capital expenditures and strategic, general corporate and working capital purposes, as will any proceeds received from the exercise of the Warrants.

The use of the net proceeds of the Offering by the Corporation is consistent with the Corporation's ongoing core strategy focused on growth of its directional drilling business, both organically and through acquisitions. There is no particular significant event or milestone that must occur for the Corporation's business objectives to be accomplished. While the Corporation believes that it has the skills and resources necessary to accomplish its stated business objectives, participation in the oil and gas and energy services industry has a number of inherent risks. See " Risk Factors " in this Prospectus and in the AIF.

The Corporation's current indebtedness under the Amended Credit Agreement has been incurred in the normal course of business and operations in connection with previous acquisitions, including the DDS Transaction in February 2022, and capital and other expenditures made by the Corporation. The Amended Credit Agreement and the Corporation's indebtedness thereunder, which totaled $22,959,735 as of the date of this Prospectus, is described under " Consolidated Capitalization " as set forth above.

While the Corporation presently intends to use the net proceeds of the Offering as stated above, there may be circumstances that are not known at this time where a reallocation of the net proceeds (other than the amount required to repay the Term Loan) may be advisable for business reasons that management believes are in the Corporation's best interests. The extent and timing of anticipated expenditures in relation to the

Corporation's ongoing capital program is dependent upon market demand for the Corporation's drilling technologies and services. See " Risk Factors " in this Prospectus and in the AIF and " Cautionary Note Regarding Forward-Looking Information " in this Prospectus.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Units

Each Unit will be comprised of one Unit Share (being a Common Share forming a part of each Unit) and one-half of one Warrant. Each whole Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances in accordance with the terms of the Warrant Indenture, one Warrant Share, at an exercise price of $0.85 until the date that is 12 months following the Closing Date. The Units will separate into Unit Shares and Warrants immediately upon issue.

Unit Shares (Common Shares)

The Corporation is authorized to issue an unlimited number of Common Shares without par value. Each Common Share carries the right to attend and vote at all general meetings of shareholders of the Corporation. As at December 31, 2021, there were 80,200,153 Common Shares issued and outstanding, and as at the date of this Prospectus, there were 100,318,597 Common Shares issued and outstanding, in each case on a non-diluted basis.

Holders of Common Shares are entitled to receive notice of any meetings of shareholders of the Corporation and to attend and cast one (1) vote per Common Share at all such meetings. Holders of Common Shares are entitled to receive dividends if, as and when declared by the Board at its discretion from funds legally available for the payment of dividends. Upon the liquidation, dissolution or winding up of the Corporation, the holders of Common Shares are entitled to participate on a pro rata basis in any distribution of the remaining property or assets of the Corporation, subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares of the Corporation ranking senior in priority to, or on a pro rata basis with, the Common Shares. The Common Shares do not carry any pre-emptive rights, conversion or exchange rights, or redemption, retraction or repurchase rights, nor do they contain any sinking fund or purchase fund provisions. There are no provisions requiring a holder of Common Shares to contribute additional capital, and there are no restrictions on the issuance of additional Common Shares by the Corporation.

Warrants

The Warrants will be issued under, and be governed by, the terms of the Warrant Indenture. The following summary of the material provisions of the Warrants to be issued pursuant to the Offering and certain anticipated provisions of the Warrant Indenture does not purport to be complete and is subject to and is qualified in its entirety by reference to the detailed provisions of the Warrant Indenture. Promptly following execution thereof, a copy of the Warrant Indenture will be made available electronically under the Corporation's issuer profile on SEDAR at www.sedar.com, and reference should be made to the Warrant Indenture for the full text of the attributes of the Warrants.

Each whole Warrant will entitle the holder to purchase one Warrant Share at a price of $0.85. The exercise price and the number of Warrant Shares issuable upon exercise are both subject to adjustment in certain circumstances as more fully described below. Each Warrant will be exercisable at any time prior to 5:00 p.m. (Calgary time) on the date that is 12 months following the Closing Date, after which time the Warrants will expire and become null and void.

The Warrant Indenture is expected to provide for adjustment to the exercise price of the Warrants and/or to the number or kind of securities issuable upon the exercise of the Warrants upon the occurrence of certain events, including:

(a) a subdivision of the Common Shares into a greater number of Common Shares or a consolidation of the Common Shares into a lesser number of Common Shares;
(b) the issuance of Common Shares or securities exchangeable or convertible into Common Shares to all or substantially all the holders of Common Shares by way of a stock dividend or other distribution;
(c) the issuance to all or substantially all of the holders of the Common Shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per Common Share to the holder (or at an exchange or conversion price per share) of less than 95% of the "current market price", as defined in the Warrant Indenture, of Common Shares on such record date; and/or
(d) subject to certain exceptions, a distribution by the Corporation to all or substantially all the holders of the Common Shares, of securities of any class (whether of the Corporation or any other corporation) other than Common Shares, rights, options or warrants, evidences of indebtedness, or cash, securities, or other property or assets.

The Warrant Indenture is also expected to provide for adjustment in the class and/or number of securities issuable upon the exercise of the Warrants and/or the exercise price per security in the event of the following additional events:

(a) a reclassification of the Common Shares;
(b) the amalgamation, plan of arrangement or merger of the Corporation with or into another entity (other than an amalgamation, plan of arrangement or merger which does not result in any reclassification of the Common Shares or a change of the Common Shares into other shares); and/or
(c) a transfer (other than to one of the Corporation's subsidiaries) of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or other entity.

No adjustment in the exercise price or the number of Warrant Shares will be required to be made unless the cumulative effect of such adjustment or adjustments would change the exercise price by at least one percent (1%) in the exercise price or the number of Warrant Shares purchasable upon exercise by at least one onehundredth (1/100[th] ) of a Common Share, as the case may be.

The Corporation also expects to covenant in the Warrant Indenture that, during the period in which the Warrants are exercisable, the Corporation will give notice to holders of Warrants of certain stated events, including events that would result in an adjustment to the exercise price for the Warrants or the number of Warrant Shares issuable upon exercise of the Warrants, at least 14 days prior to the record date or effective date, as the case may be, of such event.

No fraction of a Warrant Share will be issued upon the exercise of a Warrant, and no cash or other consideration will be paid in lieu thereof. Holders of Warrants will not have any voting rights or preemptive rights or any other rights, which a holder of Common Shares would have.

From time to time, the Corporation and the Warrant Agent may, without the consent of or notice to the holders of Warrants, amend or supplement the Warrant Indenture for certain purposes, including curing defects or inconsistencies or making any change that does not adversely affect the rights of any holder of Warrants. Any amendment or supplement to the Warrant Indenture that adversely affects the interests of the holders of the Warrants may only be made by "extraordinary resolution", which is expected to be defined in the Warrant Indenture as a resolution either (i) passed at a meeting of the holders of Warrants at which there are present in person or represented by proxy, registered holders of Warrants representing at least 10% of the aggregate number of the then outstanding Warrants and passed by the affirmative vote of holders of Warrants representing not less than 66⅔% of the aggregate number of all the then outstanding Warrants represented at the meeting and voted on such resolution, or (ii) adopted by an instrument in writing signed by the holders of not less than 66⅔% of the aggregate number of all then outstanding Warrants.

The Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act, and the Warrants may not be exercised in the United States or by, or for the account or benefit of, any U.S. Person or person in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

The foregoing summary of certain provisions of the Warrant Indenture does not purport to be complete and is qualified in its entirety by reference to the provisions of the Warrant Indenture, which will be made available electronically under the Corporation's issuer profile on SEDAR at www.sedar.com promptly following execution thereof.

PRIOR SALES

The following sections summarize details of the Common Shares, and securities convertible into Common Shares, issued by the Corporation during the twelve (12) month period before the date of this Prospectus.

Common Shares

Common Shares
Date of Issuance February 10, 2022 February 10, 2022 September 8, 2021 July 23, 2021 May 10, 2021	Number of Common Shares issued 5,254,112 14,659,000 3,464,204 13,400,000 12,654,500	Issue Priceper Common Share
		$0.485(1) $0.44(2) $0.43(3) $0.47(4) $0.25(5)

Notes:

(1) Issued pursuant to the DDS Transaction. The Common Shares issued to DDS are subject to contractual restrictions on resale as follows: 25% of the Common Shares are restricted until February 10, 2023; a further 25% of the Common Shares are restricted until August 10, 2023; and a further 50% of the Common Shares are restricted until February 10, 2024, subject to certain exceptions.

(2) Issued pursuant to the Private Placement.

(3) Issued pursuant to the Corporation's acquisition of the assets of Valiant Energy Services Ltd. (" Valiant "), an Albertabased directional drilling company, as described in the AIF incorporated by reference herein. The Common Shares issued to Valiant are subject to contractual restrictions on resale as follows: 25% of the Common Shares are restricted until September 7, 2022; a further 25% of the Common Shares are restricted until September 7, 2023; and a further 50% of the Common Shares are restricted until September 7, 2024, subject to certain exceptions.

(4) Issued pursuant to the Corporation's acquisition of the directional drilling business of Precision Drilling Corporation (" Precision "), as described in the AIF incorporated by reference herein. In addition, Precision was issued 2,000,000 warrants to purchase common shares, with an exercise price of $0.60 with an expiry date two years from the issue date. The Common Shares issued to Precision are subject to contractual restrictions on resale as follows: 25% of the Common Shares were restricted until January 22, 2022; a further 25% of the Common Shares are restricted until July 22, 2022; and a further 50% of the Common Shares are restricted until July 22, 2023, subject to certain exceptions.
(5) Issued pursuant to a non-brokered private placement for aggregate gross proceeds of $3,163,625.

Options

Options
Date of Issuance April 19, 2021 May 26, 2021 August 12, 2021 December 2, 2021 March 16, 2022	Number of Options Issued 200,000 450,000 2,796,100 172,300 380,000	Exercise Priceper Option
		$0.27 $0.31 $0.50 $0.46 $0.77

Warrants

Warrants
Date of Issuance July 22, 2021	Number of Warrants Issued 2,000,000	Exercise Priceper Warrant
		$0.60

TRADING PRICE AND VOLUME

The Common Shares are listed on the TSX under the trading symbol "CET". The following tables sets forth information relating to the trading of the Common Shares on the TSX for the months indicated:

Month April 2022(1) March 2022 February 2022 January 2022 December 2021 November 2021 October 2021 September 2021 August 2021 July 2021	High $0.81 $0.84 $0.73 $0.48 $0.46 $0.55 $0.50 $0.46 $0.52 $0.50	Low $0.72 $0.69 $0.465 $0.385 $0.43 $0.43 $0.43 $0.37 $0.38 $0.33	Trading Volume
			503,502 1,768,293 2,839,255 780,177 939,700 1,451,717 491,862 870,883 922,555 452,354

Month June 2021 May 2021 April 2021	High $0.50 $0.33 $0.31	Low $0.33 $0.26 $0.25	Trading Volume
			635,258 349,052 353,950

Note:

(1) From April 1, 2022 to April 7, 2022.

The closing price of the Common Shares on the TSX on April 4, 2022, immediately prior to the halt in trading on the date of the announcement of the Offering, was $0.79 per Common Share. The closing price of the Common Shares on the TSX on April 7, 2022, the last trading day prior to the date of this Prospectus, was $0.75 per Common Share.

PLAN OF DISTRIBUTION

Pursuant to the terms and conditions contained in the Underwriting Agreement, the Corporation has agreed to sell and the Underwriters have severally, and not jointly (or jointly and severally), agreed to purchase on the Closing Date or on such other date as may be agreed upon by the parties, subject to compliance with the terms and conditions of the Underwriting Agreement, as principal on a "bought deal" basis, 32,858,000 Units at a price of $0.70 per Unit for aggregate gross proceeds of $23,000,600 and up to 4,928,700 Additional Units at a price of $0.70 per Additional Unit for additional gross proceeds of up to $3,450,090, should the Over-Allotment Option be exercised in full, payable in cash to the Corporation against delivery of the Units. The obligations of the Underwriters under the Underwriting Agreement will be conditional and may be terminated in their sole discretion on the basis of the "due diligence out", "material adverse change out", "disaster out" and "breach out" provisions in the Underwriting Agreement and may also be terminated upon the occurrence of certain other stated events. The Underwriters are, however, severally, and not jointly (or jointly and severally), obligated to take up and pay for all of the Units if any of the Units are purchased under the Underwriting Agreement. The Offering Price was determined based upon arm's length negotiations between the Corporation and the Underwriters.

The Underwriters have reserved the right to offer selling group participation, in the normal course of the brokerage business, to selling groups of other licensed broker-dealers, brokers or investment dealers.

The Underwriters have been granted the Over-Allotment Option, exercisable, in whole or in part, at the sole discretion of the Underwriters, until the Over-Allotment Deadline to cover the Underwriters' overallocation position, if any, and for market stabilization purposes. The Over-Allotment Option may be exercised to acquire up to 4,928,700 Additional Units at the Offering Price. The Over-Allotment Option is exercisable by the Underwriters by giving notice to the Corporation prior to the Over-Allotment Deadline, which notice shall specify the number of Additional Units to be purchased. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Additional Units issuable upon exercise of the Over-Allotment Option. A purchaser who acquires Units forming part of the Underwriters' overallocation position acquires those Additional Units under this Prospectus, regardless of whether the overallocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

Pursuant to the Underwriting Agreement, the Underwriters will receive the Underwriters' Fee in the amount of: (i) 6.0% of the gross proceeds of the Offering, excluding gross proceeds from the sale of Units to the President's List Purchasers; and (ii) 3.0% of the gross proceeds from the sale of Units to the President's List Purchasers. If the Offering is completed, the Underwriters' Fee will be $1,125,036 (assuming sales to

President's List Purchasers in the amount of $8,500,000). If the Offering is completed and the OverAllotment Option is exercised in full, the Underwriters' Fee will be $1,332,041 (assuming sales to President's List Purchasers in the amount of $8,500,000). The Corporation has also agreed to reimburse the Underwriters for certain expenses related to the Offering. There are no payments in cash, securities or other consideration being made, or to be made, to a promoter, finder or any other person or company in connection with the Offering other than the payments to be made to the Underwriters in accordance with the terms of the Underwriting Agreement.

Pursuant to the terms of the Underwriting Agreement, the Corporation has also agreed to indemnify the Underwriters and their respective affiliates and their respective directors, officers, employees, partners, underwriters, successors and assigns and controlling persons against, certain liabilities and expenses and to contribute to payments the Underwriters may be required to make in respect thereof.

The Offering is being made in each of the provinces of Canada, except Québec. The securities comprising the Units will be offered in each such jurisdiction through those Underwriters or their affiliates who are registered to offer the Units for sale in such jurisdiction and such other registered dealers as may be designated by the Underwriters. The securities comprising the Units may also be offered and sold in the United States in a private placement. Subject to applicable law, the Underwriters may offer the Units in such other jurisdictions outside of Canada and the United States as agreed with the Corporation.

The Corporation has applied to list the Unit Shares, the Warrants and the Warrant Shares on the TSX. Listing is subject to the approval of the TSX in accordance with its applicable listing requirements.

Pursuant to the Underwriting Agreement, provided the Offering is completed, the Corporation has agreed to not, without the prior consent of the Lead Underwriter, such consent not to be unreasonably withheld, offer or issue, or enter into an agreement to offer or issue Common Shares or securities convertible, exchangeable or exercisable into Common Shares, other than: (i) for purposes of the Corporation's stock option plan or other incentive plans or share compensation arrangements; (ii) existing arrangements or agreements in effect as at the date hereof, including existing convertible securities; (iii) the issuance of securities as consideration or otherwise in connection with any acquisition by the Corporation or its subsidiaries of assets and/or securities of any person; or (iv) in connection with the Offering (including any Warrant Shares issuable on exercise of the Warrants), for a period commencing from the date hereof and ending 90 days from the Closing Date.

In addition, pursuant to the Underwriting Agreement, the Corporation has agreed to use commercially reasonably efforts to obtain, prior to the Closing Date, from all officers and directors of the Corporation, undertakings in favour of the Underwriter and the Corporation to not to sell any securities of the Corporation for a period of 90 days from the Closing Date.

Pursuant to policy statements of certain securities regulators, the Underwriters may not, throughout the period of distribution, bid for or purchase Units. The foregoing restriction is subject to certain exceptions including: (i) a bid or purchase permitted under the Universal Market Integrity Rules for Canadian Marketplaces administered by the Investment Industry Regulatory Organization of Canada relating to market stabilization and passive market making activities; (ii) a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of the distribution, provided that the bid or purchase was for the purpose of maintaining a fair and orderly market and not engaged in for the purpose of creating actual or apparent active trading in, or raising the price of, such securities; or (iii) a bid or purchase to cover a short position entered into prior to the commencement of a prescribed restricted period. Consistent with these requirements, and in connection with this distribution, the Underwriters may overallot or effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. If these activities are commenced, they may

be discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on the TSX, in the over-the-counter market or otherwise.

The Underwriters propose to offer the Units initially at the Offering Price specified above. After a reasonable effort has been made to sell all of the Units at the Offering Price specified, the Underwriters may subsequently reduce the selling price to investors from time to time in order to sell any of the Units remaining unsold. Any such reduction will have the effect of reducing the compensation realized by the Underwriters by the amount that the aggregate price paid by the purchasers for the Units is less than the gross proceeds paid by the Underwriters to the Corporation and will not affect the proceeds received by the Corporation.

Subscriptions will be received subject to rejection or allotment in whole or in part and the Underwriters reserve the right to close the subscription books at any time without notice. Closing of the Offering is expected to take place on or about April 25, 2022 or such other date as may be agreed upon by the Corporation and the Lead Underwriter, but in any event not later than 42 days after the date of the receipt for the (final) short form prospectus. Except as otherwise provided below, it is anticipated that the Units will be delivered under the book-based system through CDS or its nominee and deposited in electronic form. A purchaser of Units will receive only a customer confirmation from the registered dealer from or through which the Units are purchased and who is a CDS depository service participant. CDS will record the CDS participants who hold Units on behalf of owners who have purchased Units in accordance with the book-based system. No certificates will be issued unless specifically requested or required.

Any Units offered hereby have not been and will not be registered under the U.S. Securities Act or any state securities laws, and accordingly the Units may not be offered or sold in the United States (if at all) or for the account or benefit of, persons within the United States or U.S. Persons, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Underwriters have agreed that, except as permitted by the Underwriting Agreement and as permitted by applicable U.S. federal and state securities laws, they will not offer or sell any of the Units to, or for the account or benefit of, persons within the United States or U.S. Persons. The Underwriters may offer and sell the Units pursuant to the Underwriting Agreement in the United States or to U.S. Persons to "qualified institutional buyers", as defined in Rule 144A under the U.S. Securities Act, that are also "accredited investors", as defined in Rule 501(a) of Regulation D under the U.S. Securities Act (each, an " Accredited Investor "), in compliance with Rule 144A under the U.S. Securities Act and applicable U.S. state securities laws. The Underwriters may also offer the Units pursuant to the Underwriting Agreement in the United States or to U.S. Persons, for sale by the Corporation, to Accredited Investors who purchase the Units directly from the Corporation as substituted purchasers. The Underwriters will offer and sell the Units outside the United States to non-U.S. Persons only in accordance with Regulation S under the U.S. Securities Act. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Units offered under the Offering in the United States. In addition, until 40 days after the commencement of the Offering, an offer or sale of the Units in the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made other than in accordance with an exemption from such registration requirements.

The Warrants may not be exercised in the United States, or by or for the account of a U.S. Person or a person in the United States except pursuant to exemptions from the registration requirements of the U.S. Securities Act and any applicable state securities laws, and the holder has delivered to the Corporation a written opinion of counsel, in form and substance satisfactory to the Corporation; provided, however, that an Accredited Investor that purchased the Warrants in the Offering pursuant to Rule 144A or Rule 506(b) of Regulation D under the U.S. Securities Act for its own account, or for the account of another Accredited Investor for which it exercised sole investment discretion with respect to such original purchase (an " Original Beneficial Purchaser "), will not be required to deliver an opinion of counsel if it exercises the

Warrants for its own account or for the account of the Original Beneficial Purchaser, if any, if each of it and such Original Beneficial Purchaser, if any, was an Accredited Investor at the time of its purchase and exercise of the Warrants.

The Unit Shares, the Warrants and the Warrant Shares, in each instance issued to, or for the account or benefit of, U.S. Persons and persons in the United States, will be "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act. Certificates issued representing such securities (if any) may bear a legend to the effect that the securities represented thereby are not registered under the U.S. Securities Act or any applicable U.S. state securities laws and may only be offered, sold, pledged or otherwise transferred pursuant to certain exemptions from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws.

Terms used and not defined in the three preceding paragraphs shall have the meanings ascribed thereto by Regulation S under the U.S. Securities Act.

ELIGIBILITY FOR INVESTMENT

In the opinion of DS Lawyers Canada LLP, counsel to the Corporation, and Burnet, Duckworth & Palmer LLP, counsel to the Underwriters, based on the current provisions of the Income Tax Act (Canada) and the regulations thereunder (collectively, the " Tax Act ") in force on the date of this Prospectus, the Unit Shares, Warrants, and Warrant Shares, if issued on the date hereof, would be "qualified investments" under the Tax Act for a trust governed by a registered retirement savings plan (" RRSP "), registered education savings plan (" RESP "), registered retirement income fund (" RRIF "), deferred profit sharing plan, registered disability savings plan (" RDSP ") or tax-free savings account (a " TFSA ") (each, a " Registered Plan "), provided that, and subject to the provisions of any particular Registered Plan, at such time:

(a) in the case of the Unit Shares and Warrant Shares, (i) the Common Shares are listed on a "designated stock exchange" within the meaning of the Tax Act (which, on the date hereof, includes the TSX), or (ii) the Corporation otherwise qualifies as a "public corporation" (as defined in the Tax Act); and
(b) in the case of the Warrants, the Warrant Shares are listed on a "designated stock exchange" and the Corporation is not an annuitant, a beneficiary, an employer or a subscriber under or a holder of the particular Registered Plan and deals at arm's length (within the meaning of the Tax Act) with each person who is an annuitant, a beneficiary, an employer or a subscriber under or a holder of such Registered Plan.

Notwithstanding that the Unit Shares, Warrants, and Warrant Shares may be a "qualified investment" for a trust governed by an RRSP, RRIF, RESP, RDSP or a TFSA, the annuitant under an RRSP or RRIF, the subscriber under a RESP or the holder of a TFSA or RDSP, as the case may be (each, a " Registered Holder "), will be subject to a penalty tax if the Unit Shares, Warrants or Warrant Shares are a "prohibited investment" within the meaning of the Tax Act for such RRSP, RRIF, RESP, RDSP or TFSA. The Unit Shares, Warrants and Warrant Shares will generally not be a "prohibited investment" for a trust governed by an RRSP, RRIF, RESP, RDSP or TFSA provided that the Registered Holder: (i) deals at arm's length with the Corporation for the purposes of the Tax Act; and (ii) does not have a "significant interest" (as defined in the Tax Act) in the Corporation. In addition, the Unit Shares and Warrant Shares will generally not be a prohibited investment if such securities are "excluded property" (as defined in the Tax Act) for trusts governed by an RRSP, RRIF, RESP, RDSP or TFSA.

Prospective purchasers who intend to hold Unit Shares, Warrants, or Warrant Shares in a Registered Plan should consult their own tax advisors with respect to the application of these rules in their particular circumstances.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of DS Lawyers Canada LLP, counsel to the Corporation, and Burnet, Duckworth & Palmer LLP, counsel to the Underwriters (collectively, " Counsel "), the following is a summary, as at the date of this Prospectus of certain of the principal Canadian federal income tax considerations under the Tax Act generally applicable to: (i) a purchaser (the " Initial Purchaser ") who acquires as beneficial owner pursuant to the Offering, the Unit Shares and Warrants which comprise the Units, and (ii) an Initial Purchaser who acquires Warrant Shares on the exercise of such Warrants (the Unit Shares, the Warrants, and the Warrant Shares, collectively, the " Securities " and each a " Security "), and who, for the purposes of the application of the Tax Act and at all relevant times: (a) deals at arm's length with the Corporation and the Underwriters, (b) is not affiliated with the Corporation or the Underwriters, and (c) acquires and holds the Securities as capital property. The Securities will generally be capital property to an Initial Purchaser unless they are held in the course of carrying on a business of trading or dealing in securities or were acquired in one or more transactions considered to be an adventure or concern in the nature of trade. An Initial Purchaser of Units meeting all such requirements is referred to as a " Holder " in this section of this Prospectus.

This summary does not apply to a Holder (i) that is a "financial institution" for the purposes of the markto-market rules contained in the Tax Act, (ii) that is a "specified financial institution" as defined in the Tax Act, (iii), an interest which would be a "tax shelter investment" as defined in the Tax Act, (iv) that has made a "functional currency" reporting election under the Tax Act, (v) that has or will enter into a "derivative forward agreement" or "synthetic disposition arrangement", as such terms are defined in the Tax Act, with respect to any Securities, (vi) that receives dividends on the Unit Shares or Warrant Shares under or as part of a "dividend rental arrangement" as defined in the Tax Act. Such Holders should consult their own tax advisors with respect to an investment in Units; or (f) to a Holder that is a "foreign affiliate" of a taxpayer resident in Canada, as defined in the Tax Act.

Additional considerations, not discussed herein, may be applicable to a Holder that is a corporation resident in Canada and that is or becomes (or does not deal at arm's length for purposes of the Tax Act with a corporation resident in Canada that is or becomes), as part of a transaction or event or series of transactions or events that includes the acquisition of any Units or Warrant Shares, controlled by a non-resident person (or by a group of non-resident persons that do not deal at arm's length with each other for purposes of the Tax Act) for purposes of the "foreign affiliate dumping" rules in section 212.3 of the Tax Act. Such Holders should consult their own tax advisors.

In addition, this summary does not address the deductibility of interest by a purchaser who has borrowed money to acquire Units pursuant to the Offering or to exercise Warrants to acquire Warrant Shares.

This summary is based upon the provisions of the Tax Act in force as of the date of this Prospectus and Counsel's understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the " CRA "). This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the " Tax Proposals ") and assumes that the Tax Proposals will be enacted in the form proposed, although no assurance can be given that the Tax Proposals will be enacted in their current form or at all. This summary does not otherwise take into account any changes in law or in the administrative policies or assessing practices of the CRA, whether by legislative, governmental or judicial decision or action, nor does it take into account or consider any other federal or any provincial, or foreign income tax

considerations, which considerations may differ significantly from the Canadian federal income tax considerations discussed in this summary.

This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. Holders should consult their own tax advisors with respect to their particular circumstances.

Allocation of Offering Price

Holders will be required to allocate, on a reasonable basis, their cost of each Unit between the Unit Share and the one half of one Warrant comprising a Unit in order to determine their respective costs for purposes of the Tax Act.

For its purposes, the Corporation intends to allocate $0.60 to each Unit Share and $0.10 to the one half of one Warrant forming part of each Unit. Although the Corporation believes that its allocation is reasonable, it is not binding on the CRA or the Holder.

The adjusted cost base to a Holder of each Unit Share comprising a part of a Unit acquired pursuant to the Offering will be determined by averaging the cost of such Unit Share with the adjusted cost base to such Holder of all other Common Shares (if any) held by the Holder as capital property immediately prior to the acquisition.

Exercise of Warrants

The exercise of a Warrant to acquire a Warrant Share will be deemed not to constitute a disposition of property for purposes of the Tax Act. As a result, no gain or loss will be realized by a Holder upon the exercise of a Warrant to acquire a Warrant Share. When a Warrant is exercised, the Holder's cost of the Warrant Share acquired thereby will be the aggregate of the Holder's adjusted cost base of such Warrant and the exercise price paid for the Warrant Share. The Holder's adjusted cost base of the Warrant Share so acquired will be determined by averaging such cost with the adjusted cost base to the Holder of all Common Shares (if any) owned by the Holder as capital property immediately prior to such acquisition.

Expiry of Warrants

The expiry of an unexercised Warrant will generally result in a capital loss to the Resident Holder equal to the adjusted cost base of the Warrant to the Resident Holder immediately before its expiry. See the discussion below under the heading " Capital Gains and Capital Losses ".

Resident Holders

The following section of this summary applies to Holders who, for the purposes of the Tax Act, are or are deemed to be resident in Canada at all relevant times (" Resident Holders "). Certain Resident Holders whose Unit Shares or Warrant Shares might not constitute capital property may make, in certain circumstances, an irrevocable election permitted by subsection 39(4) of the Tax Act to deem the Unit Shares, Warrant Shares and every other "Canadian security" as defined in the Tax Act, held by such persons in the taxation year of the election and each subsequent taxation year to be capital property. This election is not available for and will not apply to the Warrants. Resident Holders should consult their own tax advisors regarding this election.

Dividends on Common Shares

Dividends received or deemed to be received by a Resident Holder on Common Shares will be included in computing the Resident Holder’s income pursuant to the Tax Act.

In the case of a Resident Holder who is an individual (other than certain trusts), dividends received or deemed to be received on the Common Shares will be included in computing the Resident Holder's income and will be subject to the gross-up and dividend tax credit rules normally applicable in respect of "taxable dividends" received from "taxable Canadian corporations" (as defined in the Tax Act), including the enhanced dividend tax credit in respect of "eligible dividends", if any, so designated by the Corporation to the Resident Holder in accordance with the provisions of the Tax Act. There may be limitations on the Corporation's ability to designate dividends as "eligible dividends".

Dividends received or deemed to be received by a corporation that is a Resident Holder on the Common Shares must be included in computing the Resident Holder's income but will generally be deductible in computing its taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a "private corporation" (as defined in the Tax Act) and certain other corporations controlled by or for the benefit of an individual (other than a trust) or related group of individuals (other than trusts) generally will be liable to pay an additional refundable tax under Part IV of the Tax Act on dividends received or deemed to be received on the Common Shares to the extent such dividends are deductible in computing taxable income.

Disposition of Securities

Upon a disposition or deemed disposition of a Common Share (other than a disposition to the Corporation in the open market in the manner in which shares are normally purchased by any member of the public in the open market) or a Warrant (other than on the exercise or expiry of such Warrant), a capital gain (or capital loss) will generally be realized by a Resident Holder to the extent that the proceeds of disposition are greater (or less) than the aggregate of the adjusted cost base of such security to the Resident Holder immediately before the disposition and any reasonable costs of disposition. Such capital gain (or capital loss) will be subject to the treatment described below under " Capital Gains and Capital Losses ".

Capital Gains and Capital Losses

Generally, a Resident Holder is required to include, in computing its income for a taxation year, one-half of the amount of any capital gain (a " taxable capital gain ") realized in the year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder is required to deduct one-half of the amount of any capital loss (an " allowable capital loss ") realized in a taxation year from taxable capital gains realized in that year by such Resident Holder. Allowable capital losses in excess of taxable capital gains may be carried back and deducted in any of the three preceding years or carried forward and deducted in any following taxation year against taxable capital gains realized in such year to the extent and under the circumstances described in the Tax Act.

The amount of any capital loss realized on the disposition or deemed disposition of Common Shares by a Resident Holder that is a corporation may be reduced by the amount of dividends received or deemed to have been received by it on such shares or shares substituted for such shares to the extent and in the circumstance specified by the Tax Act. Similar rules may apply where a corporation is a member of a

partnership or a beneficiary of a trust that owns Common Shares, directly or indirectly, through a partnership or trust. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Other Income Taxes

A Resident Holder that is throughout the relevant taxation year a "Canadian-controlled private corporation" (as defined in the Tax Act) may also be liable to pay an additional tax (refundable in certain circumstances) on certain investment income, including taxable capital gains.

Capital gains realized and dividends received or deemed to be received by a Resident Holder that is an individual (other than certain specified trusts) may give rise to minimum tax as calculated under the detailed rules set out in the Tax Act. Resident Holders that are individuals should consult their own advisors with respect to the application of the minimum tax.

Non-Resident Holders

The following section of the summary applies to a Holder who, at all relevant times, for purposes of the Tax Act, (i) is neither resident nor deemed to be resident in Canada, and (ii) does not, and is not deemed to, use or hold the Securities in, or in the course of carrying on a business in Canada (a " Non-Resident Holder "). "). In addition, special rules, which are not discussed in this summary, may apply to a NonResident Holder that carries on, or is deemed to carry on, an insurance business in Canada and elsewhere or that is an "authorized foreign bank" (as defined in the Tax Act). Such Holders should consult their own tax advisors.

Dividends on Common Shares

Dividends paid or credited or deemed to be paid or credited to a Non-Resident Holder on the Common Shares by the Corporation are subject to Canadian withholding tax at the rate of 25% on the gross amount of the dividend, unless such rate is reduced by the terms of an applicable income tax treaty or convention. For example, under the Canada- United States Tax Convention (1980) (the " Treaty ") as amended, the rate of withholding tax on dividends paid or credited to a Non-Resident Holder that is the beneficial owner of the dividend who is resident in the United States for purposes of the Treaty and is entitled to all of the benefits under the Treaty (a " U.S. Holder ") is generally limited to 15% of the gross amount of the dividend (or 5% in the case of a U.S. Holder that is a company beneficially owning at least 10% of the Corporation's voting shares). Non-Resident Holders should consult their own tax advisors.

Disposition of Securities

A Non-Resident Holder generally will not be subject to tax under the Tax Act in respect of a capital gain realized on the disposition or deemed disposition of a Security, nor will capital losses arising therefrom be recognized under the Tax Act, unless the Security constitutes "taxable Canadian property" to the NonResident Holder thereof for purposes of the Tax Act, and the gain is not exempt from tax pursuant to the terms of an applicable income tax treaty or convention.

Provided that Unit Shares and Warrant Shares are listed on a "designated stock exchange" as defined in the Tax Act (which currently includes the TSX) at the time of disposition, the Security generally will not constitute taxable Canadian property of a Non-Resident Holder at that time, unless at any time during the 60- month period immediately preceding the disposition the following two conditions are met concurrently:

(i) one or any combination of the (a) Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm's length, or (c) partnerships in which the Non-Resident Holder or such non-arm's length person holds a membership interest (either directly or indirectly through one or more partnerships), or the Non-Resident Holder together with all such persons, owned 25% or more of the issued shares of any class or series of shares of the Corporation, and
(ii) at such time, more than 50% of the fair market value of the Common Shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, "Canadian resource property" (as defined in the Tax Act), "timber resource property" (as defined in the Tax Act) or an option, an interest or civil law right in such property, whether or not such property exists.

Notwithstanding the foregoing, the Securities may also be deemed to be taxable Canadian property to a Non-Resident Holder under certain provisions of the Tax Act.

Even if a Security is "taxable Canadian property" to a Non-Resident Holder, such Non-Resident Holder may be exempt from tax under the Tax Act on the disposition of such Security by virtue of an applicable income tax treaty or convention.

A Non-Resident Holder's capital gain (or capital loss) in respect of a Security that constitutes or is deemed to constitute taxable Canadian property (and is not exempt from tax under an applicable income tax treaty or convention) will generally be computed in the manner described above under the subheading " Certain Canadian Federal Income Tax Considerations - Resident Holders – Disposition of Securities ".

Non-resident holders whose securities are taxable Canadian property should consult their own tax advisors.

RISK FACTORS

In this section of this Prospectus, unless the context requires otherwise, references to the "Corporation" include the Corporation and its subsidiaries, taken as a whole.

An investment in the securities of the Corporation (including the Units) is speculative and is subject to a number of risks and uncertainties, including risks inherent in the industry in which the Corporation operates. In addition to the information set out below and the other information contained in this Prospectus, including in the section entitled " Cautionary Note Regarding Forward-Looking Information ", prospective purchasers should carefully consider the risk factors related to the Corporation's business and operations set out in the documents incorporated by reference herein, and in particular should give special consideration to the risk factors under the section titled " Risk Factors " in the Annual Information Form, which is incorporated by reference in this Prospectus and which may be accessed on the Corporation's issuer profile on SEDAR at www.sedar.com.

The risks and uncertainties described below or incorporated by reference in this Prospectus are not the only risks and uncertainties faced by the Corporation. Additional risks and uncertainties that the Corporation is not aware of or focused on, or that the Corporation currently deems to be immaterial, may materialize and could have a Material Adverse Effect, could result in a decline in the trading price of the Common Shares or Warrants, and could cause purchasers to lose all or part of their investment. There can be no assurance that the Corporation will successfully address any or all of these risks.

In the event that any one or more of these risks or uncertainties materialize, such occurrence could have a Material Adverse Effect, and could cause prospective purchasers to lose all or part of their investment.

Completion of the Offering

The completion of the Offering remains subject to a number of conditions. There can be no certainty that the Offering will be completed. Failure by the Corporation to satisfy all of the conditions precedent to the Offering would result in the Offering not being completed. If the Offering is not completed, the Corporation may not be able to raise the funds required for the purposes contemplated under " Use of Proceeds " from other sources on commercially reasonable terms or at all.

Approval of TSX

Discretion in the Use of Proceeds

Although the Corporation expects to use the proceeds from the Offering for the purposes contemplated under " Use of Proceeds ", Management will have discretion concerning the use of the proceeds of the Offering as well as the timing of their expenditure. As a result, purchasers will be relying on the judgment of Management for the application of the proceeds of the Offering. Management may use the net proceeds of the Offering other than as described under the heading " Use of Proceeds " if they believe it would be in the Corporation's best interest to do so and in ways that a purchaser may not consider desirable. The results and the effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, the Corporation's results of operations may suffer .

Additional Financing

The continued development of the Corporation may require additional financing. There is no guarantee that the Corporation will be able to achieve its business objectives. The Corporation may fund its business objectives by way of additional offerings of equity and/or debt financing. The failure to raise or procure such additional funds could result in the delay or indefinite postponement of the Corporation's current business objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on terms acceptable to the Corporation.

If additional funds are raised by offering equity securities or convertible debt, existing shareholders of the Corporation could suffer significant dilution. Any debt financing secured in the future could involve the granting of security against assets of the Corporation and also contain restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Corporation to obtain additional capital and to pursue business opportunities, including potential acquisitions. The Corporation may require additional financing to fund its operations.

Credit Facility

The Corporation's ability to access the availability under the Amended Credit Agreement is directly dependent on, among other factors, the Corporation's compliance with certain financial ratios and other restrictive covenants. A breach of any of these covenants, which may be affected by events beyond the Corporation's control, could constitute an event of default, which if not cured or waived, could result in the amounts outstanding under the Amended Credit Agreement to become due and payable immediately. If the Corporation's lender were to require repayment of all or a portion of the amount outstanding under the Amended Credit Agreement for any reason, including for a default of a covenant, there is no certainty that the Corporation would be in a position to make such repayment. Even if the Corporation is able to obtain new financing in order to make any required repayment under the Amended Credit Agreement, it may not

be on commercially reasonable terms or terms that are acceptable to the Corporation. If the Corporation is unable to repay amounts owing under the Amended Credit Agreement, the lender could proceed to foreclose or otherwise realize upon the collateral granted to them to secure the indebtedness.

An Investment in Unit Shares or Warrants may result in the Loss of an Investor's Entire Investment

An investment in the Unit Shares or Warrants is speculative, involves a high degree of risk and may result in the loss of an investor's entire investment. Only potential investors who are experienced in high risk investments and who can afford to lose their entire investment should consider an investment in the Corporation.

No Market for the Warrants

The Corporation has applied to list the Warrants on the TSX. Listing is subject to the approval of the TSX in accordance with its applicable listing requirements. Accordingly, there is currently no market through which the Warrants may be sold and the Warrants may not be listed on any securities or stock exchange or automated dealer quotation system. As a result, the purchasers may not be able to resell the Warrants purchased under this Prospectus. This may affect pricing of the Warrants in the secondary market, the transparency and availability of trading prices and the liquidity of the Warrants. The Offering Price and the allocation thereof between the Unit Shares and the Warrants comprising the Units have been determined by negotiation between the Corporation and the Underwriters.

Holders of Warrants have no Rights as Shareholders

Until a holder of Warrants acquires Warrant Shares upon exercise of such Warrants, such holder will have no rights with respect to the Warrant Shares underlying such Warrants. Upon exercise of such Warrants, such holder will be entitled to exercise the rights of a holder of Common Shares only as to matters for which the record date occurs after the exercise date of such Warrants.

Market Price Volatility

The market price of the Common Shares and the Warrants may be volatile. The volatility may affect the ability of holders to sell the Common Shares or the Warrants at an advantageous price. Market price fluctuations in the Common Shares or Warrants may be due to the Corporation's operating results failing to meet the expectations of securities analysts or investors in any quarter, downward revision in securities analysts' estimates, governmental regulatory action, adverse change in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by the Corporation or its competitors, along with a variety of additional factors, including, without limitation, those set forth under the heading " Forward Looking Information " in the AIF and under the heading " Cautionary Note Regarding Forward-Looking Information " herein. In addition, the market prices for securities in the stock markets, including the TSX, are subject to significant price and trading fluctuations. These fluctuations have resulted in volatility in the market prices of securities that often has been unrelated or disproportionate to changes in operating performance. These broad market fluctuations may adversely affect the market price of the Common Shares or the Warrants.

Investment Eligibility

There can be no assurance that the Unit Shares, Warrants or any Warrant Shares will continue to be qualified investments under relevant Canadian tax laws for trusts governed by RRSPs, RRIFs, deferred profit sharing plans, RESPs, RDSPs and TFSAs. The Tax Act imposes penalties for the acquisition or holding of nonqualified or prohibited investments. See " Eligibility for Investment ".

International Conflict

International conflict and other geopolitical tensions and events, including war, military action, terrorism, trade disputes, and international responses thereto have historically led to, and may in the future lead to, uncertainty or volatility in global energy and financial markets. Russia's recent invasion of Ukraine has led to sanctions being levied against Russia by the international community and may result in additional sanctions or other international action, any of which may have a destabilizing effect on commodity prices and global economies more broadly. Volatility in commodity prices may adversely affect our business, financial condition and results of operations. Reductions in commodity prices may affect oil and natural gas activity levels and therefore adversely affect the demand for, or price of, our services.

The extent and duration of the current Russian-Ukrainian conflict and related international action cannot be accurately predicted at this time and the effects of such conflict may magnify the impact of the other risks identified in this Prospectus or in the Annual Information Form, including those relating to commodity price volatility and financial conditions. The situation is rapidly changing and unforeseeable impacts, including on Cathedral, our stakeholders and counterparties on which we rely and transact with, may materialize and may have an adverse effect on our business, results of operation and financial condition.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of the Corporation are KPMG LLP, Chartered Professional Accountants, Suite 3100, 205 – 5[th] Avenue S.W., Calgary, Alberta T2P 4B9.

Computershare Trust Company of Canada acts as the transfer agent and registrar for the Common Shares at its principal offices in Calgary, Alberta and Toronto, Ontario.

INTEREST OF EXPERTS

The following are the names of each person or company who has prepared or certified a report, valuation, statement or opinion in this Prospectus, either directly or in a document incorporated by reference, and whose profession or business gives authority to the report, valuation, statement or opinion made by the person or company:

DS Lawyers Canada LLP, counsel to the Corporation, has passed upon, or provided its opinion on, certain legal matters contained in this Prospectus;
Burnet, Duckworth & Palmer LLP, counsel to the Underwriters, has passed upon, or provided its opinion on, certain legal matters contained in this Prospectus; and
KPMG LLP, Chartered Professional Accountants, the Corporation's independent auditors, has prepared an independent audit report dated March 14, 2022 in respect of the Annual Financial Statements.

Based on information provided by the relevant persons or companies, and except as otherwise disclosed in this Prospectus, none of the persons or companies referred to above has received or will receive any direct or indirect interests in the Corporation's property or the property of an associated party or an affiliate of the Corporation or have any beneficial ownership, direct or indirect, of the Corporation's securities or of an associated party or an affiliate of the Corporation.

As at the date hereof, the "designated professionals" (as such term is defined in Form 51-102F2 – Annual Information Form ) of DS Lawyers Canada LLP beneficially own, directly or indirectly, less than 1% of the outstanding Common Shares.

As at the date hereof, the "designated professionals" (as such term is defined in Form 51-102F2 – Annual Information Form ) of Burnet, Duckworth & Palmer LLP beneficially own, directly or indirectly, less than 1% of the outstanding Common Shares.

KPMG LLP, Chartered Professional Accountants, are the auditors of the Corporation. KPMG LLP has confirmed that they are independent of the Corporation within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies of rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. Purchasers should refer to any applicable provisions of the securities legislation of their province for the particulars of these rights or consult with a legal advisor.

In an offering of warrants (including the Warrants comprising part of the Units), investors are cautioned that the statutory right of action for damages for a misrepresentation contained in a prospectus is limited, in certain provincial securities legislation, to the price at which the warrants are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces and territories, if the purchaser pays additional amounts upon the exercise of the warrants, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of this right of action for damages or consult with a legal adviser.

CERTIFICATE OF THE CORPORATION

Dated: April 8, 2022

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces of Canada, excluding Québec.

(Signed) Thomas Connors President, Chief Executive Officer and Director

(Signed) Ian Graham Chief Financial Officer

On behalf of the Board of Directors:

(Signed) Rod Maxwell (Signed) Scott Sarjeant Director Director

C-1

CERTIFICATE OF THE UNDERWRITERS

Dated: April 8, 2022

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered in this short form prospectus as required by the securities legislation of each of the provinces of Canada, excluding Québec.

ACUMEN CAPITAL FINANCE PARTNERS LIMITED

By: (Signed) Kelly Hughes Head of Investment Banking

PETERS & CO. LIMITED

By: (Signed) Callum Moore Principal, Corporate Finance

C-2

AI assistant

ACT Energy Technologies Ltd. — Capital/Financing Update 2022

42523_rns_2022-04-08_6ff6493d-554c-4737-b00e-0c3ee2ff44b8.pdf

Information has been incorporated by reference in this short form prospectus from documents filed with securities

PRELIMINARY SHORT FORM PROSPECTUS

CATHEDRAL ENERGY SERVICES LTD.

$23,000,600 32,858,000 Units $0.70 per Unit

Notes:

Note:

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

GENERAL MATTERS

FINANCIAL INFORMATION AND CURRENCY PRESENTATION

MARKET AND INDUSTRY DATA

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

THE CORPORATION

RECENT DEVELOPMENTS

Ongoing Acquisitions and Financing Activities

CONSOLIDATED CAPITALIZATION

Notes:

USE OF PROCEEDS

Net Proceeds

Principal Purposes

Notes:

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Units

Unit Shares (Common Shares)

Warrants

PRIOR SALES

Common Shares

Notes:

Options

Warrants

TRADING PRICE AND VOLUME

Note:

PLAN OF DISTRIBUTION

ELIGIBILITY FOR INVESTMENT

Prospective purchasers who intend to hold Unit Shares, Warrants, or Warrant Shares in a Registered Plan should consult their own tax advisors with respect to the application of these rules in their particular circumstances.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Allocation of Offering Price

Exercise of Warrants

Expiry of Warrants

Resident Holders

Dividends on Common Shares

Disposition of Securities

Capital Gains and Capital Losses

Other Income Taxes

Non-Resident Holders

Dividends on Common Shares

Disposition of Securities

Non-resident holders whose securities are taxable Canadian property should consult their own tax advisors.

RISK FACTORS

Completion of the Offering

Approval of TSX

Discretion in the Use of Proceeds

Additional Financing

Credit Facility

An Investment in Unit Shares or Warrants may result in the Loss of an Investor's Entire Investment

No Market for the Warrants

Holders of Warrants have no Rights as Shareholders

Market Price Volatility

Investment Eligibility

International Conflict

AUDITORS, TRANSFER AGENT AND REGISTRAR

INTEREST OF EXPERTS

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

CERTIFICATE OF THE CORPORATION

On behalf of the Board of Directors:

CERTIFICATE OF THE UNDERWRITERS

ACUMEN CAPITAL FINANCE PARTNERS LIMITED

PETERS & CO. LIMITED

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ACT Energy Technologies Ltd. Capital/Financing Update 2022