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CATHEDRAL ENERGY SERVICES LTD.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR

April 14, 2023

TABLE OF CONTENTS

	TABLE OF CONTENTS
SECTION	1 PROXY INFORMATION..................................................................................................1
1.1	Purpose of Solicitation .................................................................................................................. 1
1.2	Appointment and Revocation of Proxies ...................................................................................... 1
1.3	Voting of Proxies ........................................................................................................................... 3
1.4	Advice to Beneficial Holders of Common Shares .......................................................................... 3
1.5	Voting Securities and Principal Holders Thereof ........................................................................... 5
SECTION	2 PARTICULARS OF MATTERS TO BE ACTED UPON ...........................................................6
2.1	Financial Statements ..................................................................................................................... 6
2.2	Election of Directors ...................................................................................................................... 6
	Majority Voting for Directors ........................................................................................................ 6
	Advance Notice Bylaws ................................................................................................................. 7
	Board Chairperson ......................................................................................................................... 7
	Director Information ...................................................................................................................... 7
	Committee of the Board of Directors ............................................................................................ 9
	Meetings of the Board of Directors and its Committees During 2022 ........................................ 10
	Director Equity Ownership Requirement ..................................................................................... 10
	Cease Trade Orders, Bankruptcies and Penalties or Sanctions ................................................... 11
2.3	Appointment of Auditor .............................................................................................................. 12
2.4	Other Matters to be Acted Upon ................................................................................................ 12
SECTION	3 STATEMENT OF EXECUTIVE COMPENSATION .............................................................. 13
3.1	Compensation Discussion and Analysis....................................................................................... 13
	Responsibilities of the Compensation Committee ....................................................................... 13
	Executive Compensation Analysis ............................................................................................... 14
	Compensation Benchmarking Peer Group .................................................................................. 15
	Total Compensation Components ............................................................................................... 15
	Compensation Risk Assessment and Mitigation.......................................................................... 18
	Performance Graph ..................................................................................................................... 19
	Option-Based Awards .................................................................................................................. 20
	Summary Compensation Table.................................................................................................... 21
	Currencies .................................................................................................................................... 22
3.2	Incentive Plan Awards ................................................................................................................. 23
	Outstanding Option-Based Awards ............................................................................................. 23
	Incentive Plan Awards – Value Vested or Earned during the Year .............................................. 24
3.3	Executive Stock Ownership Requirement ................................................................................... 24
3.4	Stock Option Plan ........................................................................................................................ 25
	Unallocated Entitlements ............................................................................................................ 28

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3.5	Pension Plan Benefits .................................................................................................................. 28
3.6	Termination and Change of Control Benefits .............................................................................. 28
SECTION	4 DIRECTOR COMPENSATION ........................................................................................ 32
4.1	Independent Directors – Retainers, Fees and Other Compensation .......................................... 32
4.2	Director Summary Compensation Table ..................................................................................... 32
4.3	Director Fees – Breakdown ......................................................................................................... 34
4.4	2022 Stock Option Grants to Independent Directors ................................................................. 35
4.5	Directors Outstanding Option-Based Awards ............................................................................. 36
4.6	Incentive Plan Awards – Value Vested or Earned during the Year ............................................. 37
SECTION	5 EQUITY COMPENSATION PLANS ................................................................................. 38
SECTION	6 STATEMENT OF CORPORATE GOVERNANCE PRACTICES ............................................... 39
6.1	General ........................................................................................................................................ 39
6.2	Board of Directors ....................................................................................................................... 39
	Composition of the Board ............................................................................................................ 39
	Lead Director ............................................................................................................................... 40
	Other Reporting Issuer Directorships .......................................................................................... 40
	In-Camera Sessions of the Independent Directors ....................................................................... 40
	2022 Board and Committee Meeting Attendance ...................................................................... 40
	Mandate of the Board ................................................................................................................. 41
	Position Descriptions ................................................................................................................... 41
	Orientation and Continuing Education of Board Members ......................................................... 41
	Measures to Encourage Ethical Business Conduct ...................................................................... 41
	Director Skills and Experience ...................................................................................................... 42
	Diversity Policy............................................................................................................................. 42
	Board Term Limits ....................................................................................................................... 43
	Nomination of Board Members ................................................................................................... 43
6.3	Board Committees and Committee Composition ....................................................................... 43
6.4	Assessment of Directors, the Board and Board Committees ...................................................... 44
SECTION	7 OTHER INFORMATION ............................................................................................... 45
7.1	Indebtedness of Directors, Executive Officers and Employees ................................................... 45
7.2	Interest of Certain Persons and Companies in Matters to be Acted Upon ................................. 46
7.3	Interest of Informed Persons in Material Transactions .............................................................. 46
7.4	Additional Information ................................................................................................................ 47
7.5	General ........................................................................................................................................ 47

CATHEDRAL ENERGY SERVICES LTD.

6030 - 3[rd] Street S.E. Calgary, Alberta T2H 1K2

MANAGEMENT INFORMATION CIRCULAR

DATED APRIL 14 , 2023

SECTION 1 PROXY INFORMATION

1.1 Purpose of Solicitation

This management information circular (this "Information Circular") is furnished in connection with the solicitation of proxies by management of Cathedral Energy Services Ltd. ("Cathedral" or the "Company") for use at the annual meeting of the holders (the "Shareholders") of common shares (the "Common Shares") of Cathedral to be held on Thursday, May 11, 2023 (the "Meeting") at the time and place and for the purposes set forth in the Notice of Annual Meeting of Shareholders (the "Notice of Meeting") accompanying this Information Circular, and at any adjournment thereof. Cathedral has engaged Kingsdale Advisors (“ Kingsdale ”) as its strategic shareholder advisor and proxy solicitation agent and will pay fees of approximately $75,000 to Kingsdale for proxy solicitation services in addition to certain outof-pocket expenses. Cathedral may also reimburse brokers and other persons holding Shares in their name or in the name of nominees for their costs incurred in sending proxy material to their principals in order to obtain their proxies. Solicitations may be made by mail or email and be supplemented by telephone or other personal contact by the officers, employees or agents of Cathedral without special compensation. The cost of this solicitation will be borne by Cathedral. Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of a Reporting Issuer (" NI 54-101 "), arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation materials to the beneficial owners of Common Shares of Cathedral.

To ensure as many Common Shares as possible are represented at the Meeting, Registered Shareholders are strongly encouraged to complete the enclosed form of proxy (the " Form of Proxy ") and return it as soon as possible in the envelope provided for that purpose. Beneficial Shareholders (as defined below) are strongly encouraged to complete the voting instruction form received from their respective intermediary / broker / agent (" Intermediary ") as soon as possible and to follow the instructions set out under " Advice to Beneficial Holders of Common Shares " in this Information Circular. If you have any questions or need assistance voting, please contact Kingsdale Advisors at 1-888-518-6824 (toll-free in North America) or 1-416-867-2272 (collect outside North America) or by email at: [email protected]

1.2 Appointment and Revocation of Proxies

The information provided in this section applies to Shareholders who hold Common Shares in their own name and have a share certificate or direct registration system (DRS) statement (a " Registered Shareholder "). As a Registered Shareholder, you are identified on the share register maintained by the Company's register and transfer agent, Computershare Trust Company of Canada, as being a Shareholder.

The persons named in the Form of Proxy are directors and/or officers of Cathedral. A Shareholder has the right to appoint a person or entity (who need not be a Shareholder) to attend and represent him, her or it at the Meeting other than those persons named in the enclosed Form of Proxy. Such right may be exercised by inserting such other person's name in the blank space provided in the Form of Proxy or by completing another proper form of proxy.

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In order to be effective, a proxy must be forwarded so as to reach, or be deposited with, the Company’s registrar and transfer agent, Computershare Trust Company of Canada, at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department or by fax at 1-866-249-7775 (within North America) or at 1-416-263-9524 (outside North America), not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof; provided that the Chairperson of the Meeting may, in his or her sole discretion, at the Meeting, elect to waive the requirement that proxies be deposited prior to the aforementioned time and accept any and all proxies deposited at or before the time of the Meeting or any adjournment thereof. The proxy must be in writing and executed by the Registered Shareholder or such Registered Shareholder's attorney authorized in writing, or if such Registered Shareholder is a corporation, by a duly authorized officer or attorney. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

A Registered Shareholder may also vote by phone at 1-866-732-8683 (toll free within North America) or 1-312-588-4290 (outside North America), or by internet voting at www.investorvote.com. Votes by phone or the internet must be received not later than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof. The internet may also be used to appoint a proxyholder to attend and vote at the Meeting on the Registered Shareholder’s behalf and to convey a Registered Shareholder’s voting instructions.

An instrument of proxy may be revoked at any time prior to the exercise thereof. You may revoke your proxy at any time before it is acted on. In order to revoke your proxy, you must send a written statement indicating you wish to have your proxy revoked. This written statement must be received by Computershare at the address indicated on the accompanying Notice at any time up to and including the last business day preceding the day of the Meeting or any adjournment or postponement of the Meeting, or with the Chairman of the Meeting prior to Meeting`s commencement on the date of the Meeting or any adjournment or postponement of the Meeting, or in any other manner permitted by law. In addition to revocation in any other manner permitted by law, a Registered Shareholder may revoke a proxy by:

(i) depositing an instrument in writing executed by the Registered Shareholder or by the Registered Shareholder's attorney authorized in writing or, if the Registered Shareholder is a corporation, by a duly authorized officer or attorney of the corporation:
(a) at the offices of the registrar and transfer agent of the Company, Computershare Trust Company of Canada, at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department or by fax at 1-866-249-7775 (within North America) or at 1- 416-263-9524 (outside North America), not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof;
(b) at the registered office of the Company, 6030 – 3[rd] St. S.E., Calgary, Alberta, T2H 1K2, Canada, at any time up to and including the last business day preceding the day of the Meeting or any adjournment or postponement thereof; or
(c) with the Chairperson of the Meeting before the Meeting begins or, if the Meeting is adjourned or postponed, before the adjourned or postponed Meeting begins;
(ii) completing and signing another proxy form with a later date and delivering it to Computershare Trust Company of Canada, at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1,

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Attention: Proxy Department or by fax at 1-866-249-7775 (within North America) or at 1-416-2639524 (outside North America) not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof; or

(iii) personally attending at the Meeting and voting the Common Shares represented by the proxy or, if the Registered Shareholder is a corporation, by a duly authorized officer or attorney of such corporation attending at the Meeting and voting such Common Shares.

Only Registered Shareholders have the right to revoke a proxy. Beneficial Shareholders who wish to change their vote must arrange for their respective Intermediary to revoke the proxy on their behalf in accordance with any requirements of the Intermediaries.

1.3 Voting of Proxies

All Common Shares represented at the Meeting by properly executed proxies will be voted and where a choice with respect to any matter to be acted upon has been specified in the instrument of proxy, the Common Shares represented by the proxy will be voted in accordance with such specifications. In the absence of any such specifications, the management designees, if named as proxy, will vote in favour of all the matters set out herein .

The enclosed form of proxy confers discretionary authority upon the management designees, or other persons named as proxy, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting. At the date of this Information Circular, the Company is not aware of any amendments to, or variations of, or other matters that may come before the Meeting. In the event that other matters come before the Meeting, then the management designees intend to vote in accordance with the judgment of the management of the Company . If you have any questions or need assistance voting, please contact Kingsdale Advisors at 1-888-518-6824 (toll-free in North America) or 1-416-867-2272 (collect outside North America) or by email at [email protected].

1.4 Advice to Beneficial Holders of Common Shares

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold their Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (the " Beneficial Shareholders ") should note that only Forms of Proxy deposited by Registered Shareholders whose names appear on the records of Cathedral as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by an Intermediary, then in almost all cases, those Common Shares will not be registered in the Beneficial Shareholder's name on the records of Cathedral. Such Common Shares will more likely be registered under the name of the Beneficial Shareholder's Intermediary or an agent of the Intermediary. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the nominee of The Canadian Depository for Securities Limited, which acts as depositary for many Canadian brokerage firms). Common Shares held by Intermediaries, or their agents or nominees can only be voted (for or against resolutions (or ‘withhold’, if applicable)) upon the instructions of the Beneficial Shareholder. Without specific instructions, Intermediaries and their agents and nominees are prohibited from voting Common Shares for their clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person.

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Applicable regulatory rules require Intermediaries to seek voting instructions from Beneficial Shareholders in advance of Shareholders' meetings. Every Intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its Intermediary (or the agent of the Intermediary) is similar to the Form of Proxy provided to Registered Shareholders. However, its purpose is limited to instructing the Registered Shareholder (the Intermediary or agent of the Intermediary) how to vote on behalf of the Beneficial Shareholder. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (" Broadridge "). Broadridge typically prepares a Voting Instruction Form (a " VIF "), mails the VIF to the Beneficial Shareholders, and asks the Beneficial Shareholders to return the VIF to Broadridge. Often Beneficial Shareholders are provided with a toll-free telephone number or a website address through either of which their Common Shares can be voted. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder receiving a VIF from Broadridge cannot use that VIF to vote Common Shares directly at the Meeting. The VIF must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted at the Meeting. If you have any questions respecting the voting of Common Shares held through an Intermediary, please contact that Intermediary for assistance.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of its Intermediary (or an agent of the Intermediary), a Beneficial Shareholder may attend at the Meeting as proxyholder for the Registered Shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the Registered Shareholder should enter their own names in the blank space on the VIF provided to them and return the same to their Intermediary (or the agent of the Intermediary) in accordance with the instructions provided by such Intermediary (or agent), well in advance of the Meeting.

Beneficial Shareholders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Company are referred to as non-objecting beneficial owners or " NOBOs ". Those Beneficial Shareholders who have objected to their Intermediary disclosing ownership information about themselves to the Company are referred to as objecting beneficial owners or " OBOs ".

Pursuant to NI 54-101, the Company has distributed copies of proxy-related materials in connection with this Meeting (including this Information Circular) indirectly to all Beneficial Shareholders.

The Company may utilize the Broadridge QuickVote[TM] system, which involves NOBOs being contacted by Kingsdale, which is soliciting proxies on behalf of Management, to obtain voting instructions over the telephone and relaying them to Broadridge (on behalf of the NOBO’s Intermediary). While representatives of Kingsdale are soliciting proxies on behalf of Management, Shareholders are not required to vote in the manner recommended by the Board of Directors. The QuickVote[TM] system is intended to assist Shareholders in placing their votes, however, there is no obligation for any Shareholders to vote using the QuickVote[TM ] system, and Shareholders may vote (or change or revoke their votes) at any other time and in any other applicable manner described in this Circular. Any voting instructions provided by a Shareholder will be recorded and such Shareholder will receive a letter from Broadridge (on behalf of the Shareholder’s Intermediary) as confirmation that their voting instructions have been accepted.

The Company is not relying on the notice and access delivery procedures outlined in NI 54-101 to distribute copies of the proxy related materials in connection with the Meeting.

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The Company will not be paying for intermediaries to deliver to OBOs (who have not otherwise waived their right to receive proxy-related materials) copies of the proxy-related materials and related documents. Accordingly, an OBO will not receive copies of the proxy-related materials and related documents unless the OBO's Intermediary assumes the costs of delivery.

If you have any questions or need assistance voting, please contact Kingsdale Advisors at 1-888-518-6824 (toll-free in North America) or 1-416-867-2272 (collect outside North America) or by email at [email protected] .

1.5 Voting Securities and Principal Holders Thereof

On a show of hands, every Shareholder present in person or represented by proxy (and entitled to vote) has one (1) vote. On a poll or ballot, every Shareholder present in person or represented by proxy has one vote for each Common Share held. Only holders of record of Common Shares as of the close of business on March 28, 2023 (the " Record Date ") are entitled to receive notice of and are entitled to vote such Common Shares at the Meeting, except to the extent that:

(1) such person transfers his, her or its Common Shares after the Record Date; and
(2) the transferee of those Common Shares produces properly endorsed share certificates or otherwise establishes his, her or its ownership to the shares and makes a demand to the registrar of Cathedral, not later than ten (10) days before the Meeting, that his, her or its name be included on the shareholders list for the Meeting.

The by-laws of Cathedral provide that at least one (1) person present and representing, in person or by proxy, not less than five percent (5%) of the issued shares entitled to vote constitutes a quorum for meetings of Shareholders of Cathedral.

As at March 28, 2023, there were 224,851,968 Common Shares issued and outstanding.

To the knowledge of the directors and executive officers of Cathedral, the only persons or companies that beneficially own, directly or indirectly, or exercise control or direction over Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of Cathedral as of March 28, 2023 are:

Name	Number of Voting Securities Owner Directly or Indirectly or Over Which Control or Direction is Exercised	Percentage of Outstanding Voting Securities so Owned, Controlled or Directed
Dan and Staci Wilks / Wilks Brothers, LLC	24,372,234(1)	10.84%

Note:

(1) This amount represents Common Shares held by Dan and Staci Wilks and Wilks Brothers, LLC. Dan and Staci Wilks also hold 5,000,000 warrants to purchase Common Shares which, if not exercised, will expire on April 25, 2023.

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SECTION 2 PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Board of Cathedral, the only matters to be placed before the Meeting are those matters set forth in the accompanying Notice of Meeting, the particulars of which are set forth below.

2.1 Financial Statements

The consolidated financial statements of Cathedral for the year ended December 31, 2022, together with the auditor's report thereon will be placed before the Meeting. No formal action will, or is required to, be taken in respect of the financial statements at the Meeting. The consolidated financial statements of Cathedral are also available on SEDAR.

2.2 Election of Directors

The Board presently consists of eight (8) directors, all of whom, other than JR Boyles, were elected at Cathedral's annual meeting of Shareholders held on May 12, 2022 to hold office until the next annual meeting of Shareholders or until their successors are duly elected or appointed in accordance with the constating documents of the Company and the Business Corporations Act (Alberta) (the " ABCA "), unless their office is earlier vacated. It is proposed that seven (7) current Directors be re-elected to serve on the Board for the forthcoming year.

Randal Pustanyk will retire from the Board of Directors effective at the Meeting on May 11, 2023. Cathedral’s Board and management are very grateful for Mr. Pustanyk’s service, guidance and contributions as a member of the Board of Directors for the past 23 years, and as a member of management for the past 25 years. We extend our best regards to him in his retirement.

Directors who have celebrated their 75[th] birthday may not, unless the remaining Board members agree to a specific exception, stand for election as a Director of the Company (the “ Director Retirement Policy ”).

The persons named in the enclosed Form of Proxy intend to vote for the election of the nominees whose names appear in the table below. The management of Cathedral has no reason to believe that any of the said nominees will be unable to serve as a director, but, should that occur prior to the Meeting, the persons named in the enclosed Form of Proxy intend to vote for another nominee in their discretion. Shareholders executing the Form of Proxy who do not wish their Common Shares to be voted in this manner should so indicate in the appropriate place on the Form of Proxy.

Majority Voting for Directors

The Board has adopted a “Director Majority Voting Policy” for the election of directors at the Meeting. This policy requires that any nominee for director who receives a greater number of votes "withheld" than votes "for" his or her election as a director shall submit his or her resignation to the Governance Committee of the Board for consideration promptly following the meeting. This policy applies only to uncontested elections, meaning elections where the number of nominees for directors is equal to the number of directors to be elected. The Governance Committee shall consider the resignation and shall provide a recommendation to the Board. The Board will consider the recommendation of the Governance Committee and determine whether to accept it within ninety (90) days of the applicable meeting and a news release, with a copy to the TSX, will be issued by Cathedral announcing the Board's determination and fully stating the reasons for rejecting the resignation, if applicable. A director who tenders his or her resignation will not participate in any meetings to consider whether the resignation shall be accepted.

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Resignations shall be effective when accepted by the Board and resignation offers are expected to be accepted by the Board, except in situations where extenuating circumstances would warrant the applicable director to continue to serve as a member of the Board. The Board may fill any vacancy created by any such resignation or determine to leave the resulting vacancy unfilled.

As a result of this policy, a "withhold" vote is effectively the same as a vote against a director nominee in an uncontested election.

Advance Notice Bylaws

The Company’s bylaws require advance notice for nomination of directors for consideration at a shareholder meeting. In respect of an annual meeting of shareholders, any notices of director nominations must be submitted to the Corporate Secretary no later than 30 days prior to the date of the annual meeting. The notice must include certain information about the proposed director nominee(s) (including name, age, residency, citizenship and principal occupation or employment) and the nominating shareholder. Only those director nominees that comply with applicable requirements set out in the Company’s by-laws will be eligible for election as directors of the Company. The full text of the Advance Notice By-law is available under the Company’s profile on SEDAR at www.sedar.com. The Advance Notice Bylaw was filed on SEDAR on April 24, 2014.

Board Chairperson

The current Board of Directors has confirmed that Mr. Rod Maxwell will, subject to his re-election as a Director, be re-appointed as Chair of the Board. Each such Director’s confirmation and Mr. Maxwell’s reappointment as Chair of the Board are subject to such director’s re-election as a director by the Shareholders at the meeting. The current Board of Directors has approved a waiver of the relevant section of the charter of the Board of Directors for the ensuing year, permitting Mr. Maxwell to continue on in his role as Board Chairperson notwithstanding that he is no longer considered to be an independent director. As noted elsewhere in this circular, on November 14, 2022, in light of Mr. Maxwell no longer being considered to be an independent director, the Board of Directors has also created a Lead Director position, currently held by Mr. Scott Sarjeant.

Director Information

The following table sets out the names of persons proposed to be nominated by management for election as a director; all positions and offices in Cathedral held by them; the periods during which they have served as a director; their current principal occupation; and the number of Common Shares beneficially owned, directly or indirectly, by them or over which control or direction is exercised, as of the Record Date. Each director elected will hold office until the next annual meeting of Cathedral or until his successor is duly elected or appointed in accordance with the constating documents of the Company and the ABCA, unless his office is earlier vacated or he becomes disqualified to act as a director.

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Name and Municipality of Residence	Director Since and Independence Status	Principal Occupation	Number of Common Shares Beneficially Owned or Controlled
Boyles, James R. (J.R.) (1)(2) Casper, Wyoming, USA	August 2022 Independent	Corporate director. Mr. Boyles was a founder of Altitude Energy Partners where he held the role of CEO from March 2016 until his resignation and appointment as executive chairman in January 2020.	11,769,494
Brown, Ian S.(1)(3) Calgary, Alberta, Canada	December 2009 Independent	Corporate director and independent consultant since 2006. Previously, Mr. Brown was the Senior Managing Director, Raymond James Ltd. from May 1995 until December 2005.	713,286
Connors, Thomas (Tom) J. Calgary, Alberta, Canada	March 2021 Non-Independent	President and Chief Executive Officer of Cathedral since March 8, 2021. Previously, Mr. Connors held senior leadership roles, including Executive Vice-President, with an international oilfield services provider, from 2003 until 2020.	1,386,000
Goraya, Shuja(2)(3) Houston, Texas, USA	July 2021 Independent	Chief Technical Officer of Precision since July 2018. Previously, Mr. Goraya was the SVP Technology and Operations of National Energy Services Reunited (NESR), an oilfield services provider in the MENA and Asia Pacific regions, from November 2017 to July 2018, and the Vice President, Drilling Group North America of Schlumberger Limited, an international oilfield services company, from May 2017 to November 2017.	Nil(6)
Maxwell, Roderick (Rod) D. Calgary, Alberta, Canada	October 2000 Non-Independent	Executive Director of Cathedral. Mr. Maxwell became a non-independent Executive Director of Cathedral, effective October 25, 2022, due to his expanded role working directly with the President & CEO on strategic business initiatives. Prior to that date, Mr. Maxwell was an independent, non- executive director. Mr. Maxwell is also a Managing Director of StoneBridge Merchant Capital Corp., a private equity investment firm, located in Calgary, Alberta, that invests in growing private companies. Effective October 25, 2022, Mr. Maxwell became a non- independent executive director of Cathedral, due to his expanded role working directly with the President & CEO on strategic business initiatives.	6,364,499

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Name and Municipality of Residence	Director Since and Independence Status	Principal Occupation	Number of Common Shares Beneficially Owned or Controlled
Sarjeant, Scott(1)(3)(5) Calgary, Alberta, Canada	April 2003 Independent	Corporate director and private investor since June 2020. Prior thereto, Mr. Sarjeant was President and CEO of Premiax Financial Corp., a non-bank financial institution involved in leasing and other financial businesses targeted at the energy industry, since April 2003.	1,277,998
Tremblay, Dale E.(1)(2) Lila, Bohol, Philippines	October 2015 Independent	Corporate director and independent businessman. From December 2009 to December 2013, Mr. Tremblay was the Chairman and Chief Executive Officer of Western Energy Services Corp., an oilfield drilling and well servicing company in western Canada and portions of the U.S.	564,486

Notes:

(1) Member of the Audit Committee of which Mr. Brown is the Chair.
(2) Member of the Compensation Committee of which Mr. Tremblay is the Chair.
(3) Member of the Governance Committee of which Mr. Sarjeant is the Chair.
(4) Mr. Goraya was previously elected to the Board as the nominee of Precision Drilling Corporation pursuant to the Precision Rights Agreement (as defined below). Precision Drilling Corporation, of which Shuja Goraya is the Chief Technical Officer, owns 13,400,000 Common Shares, representing 5.96% of the issued and outstanding Common Shares.
(5) Mr. Sarjeant was appointed Lead Director when the position was created on November 14, 2022.

Cathedral is party to an investor rights agreement (the " Precision Rights Agreement ") with Precision Drilling Corporation (" Precision ") dated July 22, 2021, pursuant to which, among other things, Precision had the right to nominate a member to the Board for so long as it continued to hold 10% or more of the issued and outstanding Common Shares (calculated on a partially diluted basis giving effect to the exercise or conversion of any convertible securities which may be held by Precision). Although Precision no longer holds 10% or more of the Common Shares of the Company on a partially diluted basis, the Board of Directors considers that Mr. Goraya provides significant value to the Company as a director and has therefore decided to have Mr. Goraya stand for re-election.

Committee of the Board of Directors

The Board of Directors currently has three (3) committees. Membership in these committees (comprised exclusively of independent directors), is currently as follows:

Audit Committee	Compensation Committee	Governance Committee
Ian Brown – Chair	Dale Tremblay – Chair	Scott Sarjeant – Chair
Scott Sarjeant	J.R. Boyles	Ian Brown
J.R. Boyles	Shuja Goraya	Shuja Goraya
Dale Tremblay

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Meetings of the Board of Directors and its Committees During 2022

The individual attendance record for meetings of the Board of Directors and its committees is set forth in the section below entitled “Statement of Corporate Governance Practices”.

Director Equity Ownership Requirement

With a view to further aligning the interests of members of the Board of Directors with those of the Shareholders, effective January 1, 2023, the Company has implemented a policy whereby independent directors hold the level of Common Share ownership as outlined below:

Role	Ownership Level
Independent Directors	3x annual base cash retainer

Independent directors must reach this level of ownership within the earlier of five (5) years from the effective date of the policy (January 1, 2023), or five (5) years from the date the independent director is appointed or elected to the director position. In order to avoid the need to continuously monitor and adjust holdings based on fluctuations in the market price of Cathedral’s common shares, for purposes of calculating compliance with this guideline, the value of shareholdings is calculated based on the greater of:

(1) The current market value of the Common Shares;
(2) The market value of the Common Shares as at December 31 of the immediately preceding year; and
(3) The acquisition cost of such Common Shares.

Once the applicable threshold is met, further purchases or acquisitions are not required if the value of the common shares held decreases solely as a result of a decline in the trading price.

The table below demonstrates the ownership of all Directors (independent and non-independent) as of December 31, 2022 and as of the Record Date:

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Name Requirement = 3x annual base cash retainer within 5 years
Holdings as at Value as at Holdings as at March Value as at March
December 31, 2022 December 31, 28, 2023 28, 2023
2022
Boyles, J.R. 11,769,494 $14,829,562 11,769,494 $12,004,884
Brown, Ian 713,286 $898,740 713,286 $727,552
Connors, Tom 1,368,000 $1,732,680 1,368,000 $1,395,360
Goraya, Shuja - $nil - $nil
Maxwell, Rod 5,830,480 $7,346,405 6,364,499 $6,491,789
Pustanyk, Randy 621,842 $783,521 621,842 $634,279
Sarjeant, Scott 1,277,998 $1,610,277 1,277,998 $1,303,558
Tremblay, Dale 564,486 $711,252 564,486 $575,776
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Cease Trade Orders, Bankruptcies and Penalties or Sanctions

To the knowledge of management, no proposed director of Cathedral is, as of the date of this Information Circular, or within ten (10) years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company (including Cathedral) that was subject to a cease trade order, an order similar to a cease trade order or an order that denied the company access to any exemptions under securities legislation, that was in effect for a period of more than thirty (30) consecutive days, that was issued: (i) while that person was acting in such capacity; or (ii) after that person ceased to act in such capacity but which resulted from an event that occurred while that person was acting in such capacity.

Other than as set forth below, to the knowledge of management, no proposed director of Cathedral is, as of the date of this Information Circular, or within ten (10) years prior to the date hereof has been, a director or executive officer of any company (including Cathedral) that, while such person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Dale Tremblay was a director of GASFRAC Energy Services Inc. (" GASFRAC ") between May 27, 2014 and February 13, 2015. Pursuant to court supervised creditor protection proceedings commenced under the Companies' Creditors Arrangement Act (" CCAA "), GASFRAC sold most of its operating assets and intellectual property to a third-party service industry competitor on April 7, 2015 and subsequently completed a court approved CCAA Plan of Compromise and Arrangement pursuant to which a third party service industry competitor acquired 100% equity ownership of GASFRAC as an operating entity on July 7, 2015. Mr. Tremblay was also a director of ATK Oilfield Transportation Inc. (" ATK "), a private oilfield services company, until April 1, 2016. ATK was placed into receivership following an application by its creditors on April 1, 2016.
Rod Maxwell was a director of Iona Energy Inc. (" Iona "), a public oil and gas company that held assets in the United Kingdom's North Sea, until November 24, 2015, being the date on which Iona announced that it was highly likely that its wholly owned United Kingdom subsidiaries, Iona Energy (UK) Company plc (" Iona UK ") and Iona UK Huntington Limited (" Iona Huntington ") would commence insolvency procedures. All of the board of directors and officers of Iona, including Mr. Maxwell, resigned effective November 24, 2015. On January 6, 2016, representatives of FTI Consulting LLP were appointed as joint administrators of Iona UK and Iona Huntington.
Ian Brown was a director of Lightstream Resources Ltd., a public oil and gas company that commenced proceedings under the CCAA on September 26, 2016. Effective December 29, 2016, concurrent with the completion of the sale of all of the assets and business of Lightstream Resources Ltd. to a third party, all directors, including Mr. Brown, resigned from the board of directors.

To the knowledge of management, no proposed director of Cathedral has, within the ten (10) years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

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To the knowledge of management, no proposed director of Cathedral has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

The Board of Cathedral recommends that shareholders vote FOR the election of each of the abovementioned Director nominees.

2.3 Appointment of Auditor

The Board proposes to nominate KPMG LLP, Chartered Professional Accountants (" KPMG ") to serve as auditor of Cathedral until the next annual meeting of Shareholders. KPMG has been the auditor of Cathedral since August 11, 2000.

Information with respect to auditor’s fees and the disclosure required by Section 5.1 of National Instrument 52-110 – Audit Committees is contained in the Company’s Annual Information Form for the year ended December 31, 2022, which is available on SEDAR at www.sedar.com.

The Board of Cathedral recommends that shareholders vote FOR the appointment of KPMG as auditors for Cathedral.

2.4 Other Matters to be Acted Upon

There are no other matters to be considered at the Meeting which are known to the directors or senior officers of Cathedral at this time. However, if any other matters properly come before the Meeting, it is the intention of the persons named in the Form of Proxy accompanying this Information Circular to vote the same in accordance with their best judgment of such matters exercising discretionary authority with respect to amendments or variations of matters identified in the Notice of Meeting, and other matters which may properly come before the Meeting or any adjournment thereof.

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SECTION 3 STATEMENT OF EXECUTIVE COMPENSATION

The Compensation Committee of the board of directors (the " Board ") is responsible for administering the compensation programs with respect to the following officers (collectively referred to as " Officers " of Cathedral):

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Name Title
Connors, Thomas (Tom) J. - President and Chief Executive Officer
Graham, Ian [(2)] - Former Chief Financial Officer
Robinson, Chad [(1)(2)] - Former Chief Financial Officer
Pustanyk, Randal (Randy) H. - Executive Vice President
Harns, W. Lee [(3)] - President, Altitude Energy Partners (US Operations)
Irani, Fawzi - President, Discovery Downhole Services (US Operations)
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Notes:

(1) Mr. Graham was the Chief Financial Officer until July 19, 2022. Mr. Robinson was appointed to such position effective on such date.
(2) In 2022, Mr. Robinson was the Chief Financial Officer from July 19, 2022 to December 31, 2022. He departed the Company on January 13, 2023. Mr. Scott MacFarlane was appointed as Interim Chief Financial Officer on January 13, 2023.
(3) Mr. Harns joined the Company effective July 14, 2022 in connection with the closing of Cathedral’s acquisition of Altitude Energy Partners, LLC.

3.1 Compensation Discussion and Analysis

The Compensation Committee is comprised of Messrs. Dale E. Tremblay (Chair), JR Boyles and Shuja Goraya. All of the members of the Compensation Committee are considered to be independent (see the sections entitled " Corporate Governance – Composition of the Board " and " Corporate Governance – Compensation Committee " herein).

Mr. Tremblay has held various senior executive positions of publicly traded and private companies, which has provided Mr. Tremblay with extensive experience in human resources and compensation matters. During a significant portion of Mr. Tremblay’s tenure as senior executive he was responsible for human resources. In addition, Mr. Tremblay has experience being a director and compensation committee member. Mr. Boyles served on the board of directors of Altitude Energy Partners, LLC (“ Altitude ”) from 2016 until its acquisition by the Company in July 2022. From 2016 until 2020 he was also the CEO of Altitude. Mr. Boyles has experience in human resources and compensation matters as a business owner and senior executive. Mr. Goraya is the Chief Technology Officer for Precision Drilling Corporation and has extensive experience in human resources and compensation matters as a senior executive in various public companies.

Responsibilities of the Compensation Committee

The Compensation Committee, amongst other things, establishes policies regarding the remuneration of the Officers, as well as for continuously supervising the implementation of such policies. In fulfilling this mandate, the Compensation Committee:

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Works with management to set the total compensation package for new executive officers whenever the hiring of such officers requires the approval of the Board.
Annually reviews the base salaries and total compensation packages of the Officers to ensure that such packages are competitive within an oil and gas services industry comparison group and properly motivate performance and promote the retention of Cathedral's management.
Annually reviews the yearly performance of the President and Chief Executive Officer (" CEO ") of Cathedral and the other Officers.
Continuously monitors the number of stock options held by the CEO and other Officers to ensure there is a balance of stock options issued in the context of the overall compensation plan.

Executive Compensation Analysis

The objective of Cathedral's executive compensation policy is to provide total compensation that is competitive and to balance the fixed and variable components of executive compensation in order to attract the most competent people, so that they remain in their positions and are motivated to act in the best interests of Cathedral. An emphasis is placed on providing a competitive and fair fixed salary, with additional "at-risk" short and long-term incentives reflective of Cathedral's performance.

The executive total compensation package is arrived at by considering a number of factors including a comparison with an oil and gas services industry comparison group. The Compensation Committee reviews the compensation program of the Officers on a periodic basis, and the last such reviews were conducted by the Compensation Committee in April 2022 and in October 2022. Those reviews took into consideration improving industry fundamentals in the U.S. and Canada, an increase in revenues and EBITDAS[(1)] on a year-over-year basis, transformation of the executive leadership group, completion of five (5) strategic acquisitions in the year, one of which was transformative in Cathedral’s strategy to build size and scale in North America, improved balance sheet strength and the 158%[(2)] appreciation in Common Share price during 2022.

Notes:

(1) EBITDAS is a non-Generally Accepted Accounting Principles term and is defined as earnings before finance costs, unrealized foreign exchange on intercompany balances, taxes, depreciation, non-recurring costs (including severance and non-cash provision for bad debts), write-down of equipment, write-down of inventory and share-based compensation.

(2) Based upon volume-weighted average price for the Common Shares of $0.36 for 2021 and $0.93 for 2022.

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Compensation Benchmarking Peer Group

The Compensation Committee normally reviews and considers compensation data from a comparative group of oil and gas services companies within Cathedral’s sector. For 2022, the comparison group included the following companies:

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Canadian Pay Peer Sector
Black Diamond (TSX: BDI) Energy Sector Modular Buildings
CES Energy Solutions Corp. (TSX: CEU) Oil & Gas Fluids and Chemicals
CWC Energy Services Corp. (TSXV: CWC) Oil and Gas Drilling & Services
Essential Energy Services Ltd. (TSX: ESN) Oil & Gas Equipment & Services
McCoy Global Inc. (TSX: MCB) Oil & Gas Equipment & Services
Pason Systems Inc. (TSX: PSI) Energy Services Technology
PHX Energy Services Corp. (TSX: PHX) Oil & Gas Equipment & Services
Source Energy Services Ltd. (TSX: SHLE) Energy Sector Logistics Management
STEP Energy Services Ltd. (TSX: STEP) Oil & Gas Equipment & Services
Western Energy Services Corp. (TSX: WRG) Oil & Gas Drilling & Services
United States Pay Peer Sector
KLX Energy Services Holdings, Inc. (NASDAQ Oil & Gas Equipment & Services
GS: KLXE)
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For 2023, in recognition of a greater proportion of the Company’s revenues being derived from operations in the United States, a larger selection of United States companies is expected to be used for peer comparison and benchmarking purposes.

On an as needed basis, the Compensation Committee retains the services of an independent consultant for advice, research and analysis about executive compensation. The Compensation Committee takes the information provided by the independent consultant into consideration but ultimately makes its own recommendations and decisions. In 2022 and 2021, the Compensation Committee did not retain the services of an independent consultant for advice, research and analysis about executive compensation.

Total Compensation Components

Executive compensation at Cathedral consists of a total compensation package that has the following components:

fixed compensation, comprised of base salary, benefits and perquisites; and
variable compensation, comprised of bonus (which is a short-term incentive program) and stock options (which are a medium to long-term incentive program).

These compensation components are discussed below with respect to the Compensation Committee's supervision of the remuneration of the Officers.

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Base Salary

Cathedral's Officers' positions are normally compared to other similar executive officer positions in corporations making up the comparison group, and the salary data gathered is analyzed to establish appropriate salary ranges. The Compensation Committee then considers the experience, qualifications and past performance of the individual Officers, along with issues of pay equity within Cathedral's executive group before either setting the initial salary for a new executive officer or awarding annual pay increases to Officers. In response to the projected decline in oil and natural gas drilling in North America related to the decline in oil prices experienced in March 2020, effective April 1, 2020, Cathedral implemented a wage roll back program with such roll backs ranging from 20-25%. Officers, except Mr. Irani, were subject to a 25% roll back. Non-Officer NEOs (as defined below) participated in the wage roll back at the rate of 20%. In response to improved industry fundamentals and Company prospects, the roll back in base salary was eliminated effective September 1, 2021 for the Non-Officer NEOs and October 1, 2021 for the Officer NEOs.

In 2022, in response to further improved industry conditions and the acquisition activity during the year resulting in a significant increase in the Company’s size and scale, the CEO’s base salary increased to $400,000 per annum, effective as of July 1, 2022. Further, due to and in recognition of his increased involvement with the CEO and the executive management team on strategic acquisition activity and financing strategies, Mr. Maxwell’s role evolved from that of an independent director to a nonindependent executive director. As Chair of the Board, effective October 26, 2022, Mr. Maxwell assumed the title of Executive Chair and began to receive compensation at 50% of the level of the CEO, being $200,000 per year. Normal course annual increases became effective for employees at all levels who had not otherwise received an increase in 2022, on January 1, 2023.

Benefits and Perquisites

The benefits program and perquisites awarded to each Officer is generally consistent with the benefits program and perquisites available to other employees within Cathedral's organization.

Employees in Canada:

Pursuant to a deferred profit-sharing plan (the " DPSP "), Cathedral contributes three percent (3%) of each employee’s regular earnings to the employee's DPSP on a monthly basis and such contributions vest one (1) year after the date of the contribution. Due to industry conditions, effective February 1, 2015 the DPSP was suspended and remains suspended as of the date hereof.

Cathedral also has a group registered savings plan (the " Group RSP ") pursuant to which Cathedral matches employee contributions of up to two percent (2%) of the employee's regular earnings. In response to the projected decline in oil and natural gas drilling in North America related to the decline in oil prices experienced in March 2020, Cathedral suspended matching employee contributions to the Group RSP effective June 2020. In response to improved industry conditions, Cathedral reinstated the Group RSP effective January 1, 2023.

Employees in the United States:

In the United States, the Company maintains a Group 401k plan which is generally available to employees of the Company, including Officers, and provides for employer matching of up to 4% of an employee’s regular earnings. As with the Group RSP plan in Canada, Cathedral suspended matching employee

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contributions to the Group 401k plan effective June 2020. In response to improved industry conditions, Cathedral reinstated matching contributions to the Group 401k plan effective March 1, 2023.

Bonuses

Annual bonuses for Officers is an "at-risk" form of compensation based on the financial performance of Cathedral as well as individual performance, measured during the calendar year. Bonuses, if any, for Officers are included within a company-wide bonus pool established by the Board, based upon the recommendation by the Compensation Committee, giving consideration to the Quantitative Goals (as defined below) and taking into account the Officer’s individual performance. The approved annual bonus pool is subject to caps, approved on an annual basis, based on the EBITDA and pre-tax income of the Company achieved in the applicable year.

For 2021 and 2022, the Compensation Committee reviewed the performance of the President and CEO in part based on certain quantitative goals generally related to financial performance of Cathedral (the " Quantitative Goals "). The Quantitative Goals related to the following:

financial performance of Cathedral;
balance sheet strength; and
Common Share price performance.

The Compensation Committee also considered other quantitative and qualitative factors related to the overall performance of the CEO during the year; notably, the factors set out under the heading " Executive Compensation Analysis ". The Compensation Committee reviewed the performance of the other Officers based on their contribution to the achievement of the Quantitative Goals, as well as other qualitative factors related to the performance of each individual Officer. As part of the bonus determination process, the Compensation Committee reviews the CEO's evaluation of both his own goals and performance and that of the other Officers.

The weighting of bonus compensation components is generally as follows:

quantitative goals – 75%; and
other qualitative factors relating to individual performance during the year – 25%.

The Compensation Committee annually holds a meeting after the annual results of Cathedral are available, to consider such matters and to consider a bonus for each Officer. The CEO's input is obtained in the form of specific bonus recommendations together with comments on the individual performance of each Officer. The Compensation Committee then delivers its bonus recommendations to the Board, including for the CEO, and these recommendations are discussed and, if deemed acceptable, approved during a session comprised only of the independent directors held in camera.

The Compensation Committee considers bonuses to be a highly variable component of the compensation package. With respect to the Quantitative Goals portion of the bonus, no bonuses may occur if annual results are below expectations and Quantitative Goals are not achieved. But even in instances where Quantitative Goals and performance indicators are attained, the Company may still not be in a financial position to pay bonuses. Despite significant achievements during 2021 as noted under the heading " Executive Compensation Analysis ", it was the CEO's recommendation to not pay bonuses for 2021.

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In 2022, due to the extraordinary performance of Cathedral in the year as measured by the Quantitative Goals, and the individual performance of each Officer in the year which contributed to the growth of the Company, annual bonuses were paid at the maximum level applicable to each Officer and each NonOfficer eligible to receive an annual bonus.

In late 2022, further to the recommendation of the Compensation Committee, the Board approved a more formal short-term incentive plan (the “ STIP ”) for the assessment of annual bonuses going-forward. This new STIP is expected to further formalize the annual bonus evaluation, the process for establishing the annual bonus pool, the roles within Cathedral that are eligible to participate in the annual bonus program, and the threshold / target / maximum payout levels for all eligible employees. This STIP is in effect for the 2023 year.

In addition to the annual bonuses, the Compensation Committee may periodically recommend to the Board the payment of extraordinary discretionary bonuses, to Officers and other employees, where circumstances are deemed appropriate for the exercise of such discretion.

Stock Options

The issuance of stock options to Officers is intended to encourage Common Share ownership and to motivate them to focus on a culture that will result in improving Cathedral's financial performance, the effect of which should lead to increases in the market value of Cathedral's Common Shares. Cathedral's stock option plan (the " Stock Option Plan ") is discussed under "Stock Option Plan" below.

The Board has delegated to the Compensation Committee the authority to determine, from time to time, the amount of stock options granted by Cathedral, the time during which such stock options vest and the method of vesting, and the grant date or dates. In the course of fulfilling such responsibility, the Compensation Committee continuously monitors the number of stock options held by the CEO and other Officers, and attempts to keep such holdings in balance whenever significant grants of stock options are made.

Compensation Risk Assessment and Mitigation

As part of the annual review of executive compensation, the Compensation Committee duly considers risk assessment and mitigation to ensure the Company's executive compensation program does not encourage management to take inappropriate or excessive risks. Based upon its most recent review, the Compensation Committee has concluded that there do not appear to be any risks arising from the compensation programs that are reasonably likely to have a material adverse effect on the Company.

The executive compensation program includes several mechanisms to ensure risk-taking behavior falls within reasonable risk tolerance levels, including:

a balanced pay mix between fixed and variable (at-risk) and between short and long-term incentives that defer awarded value;
having a cap on short-term incentive awards;
establishment of performance criteria and corresponding objectives which represent a balance of performance and the quality and sustainability of such performance;
establishment of a compensation package in the context of competitive company compensation practices (comparison group);

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establishment of a compensation package that aligns the interests of executives with that of the Shareholders;
explicit restrictions on hedging of equity awards by executives; and
utilizing longer-term incentive plans for diversification and alignment with risk realization periods.

Under Cathedral’s policies, neither an officer or director is permitted to purchase financial instruments, including, for greater certainty, prepaid forward variable contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in the market value of Cathedral equity securities granted as compensation or held, directly or indirectly, by any officer or director.

Performance Graph

The following graph compares the yearly percentage change in the cumulative Shareholder total return (assuming reinvestment of dividends/distributions) over the last five (5) years on the Common Shares (" CET ") assuming a $100 investment was made on December 31, 2017, with the cumulative total returns of the S&P/TSX Composite Index (" TSX Comp ") and S&P/TSX Oil & Gas Equipment & Services Index (" TSX OGES ").

	2017	2018	2019	2020	2021	2022
CET	100	39.45	16.67	10.28	21.11	70.01
TSX Comp	100	91.11	111.95	118.22	147.88	139.24
TSC OGES	100	71.48	50.78	16.27	6.18	8.23

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$160.00
CET
$140.00
TSX OGES
TSX Comp
$120.00
$100.00
$80.00
$60.00
$40.00
$20.00
$-
12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022
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While a significant portion of the compensation of the Officers is performance-based, it is difficult to correlate compensation to the trends shown in the above performance graph. As described under

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" Compensation Discussion and Analysis ", base salaries are not determined on benchmarks or a specific formula but are set to be competitive with industry levels and reflect the value of the services provided by the NEO, irrespective of Common Share price movements. The annual bonus plan is based on the achievement of certain Quantitative Goals for the fiscal year, which relate to, in addition to share price performance, the financial performance of Cathedral, balance sheet strength, business milestones achieved and other qualitative factors, which are not necessarily reflected in the trading prices of shares. The value of stock options granted pursuant to the Stock Option Plan is directly affected by changes in share prices.

For 2022, annual bonuses were paid to NEOs and other employees in early 2023 for the first time since early 2015, when annual bonuses were paid with respect to the 2014 year. This was due, in part, to the strong year-over-year improvement in share price performance, which also drives the valuation of stock options granted over the year and correlates with the trend noted in Cathedral’s Common Share price performance reflected in the performance graph.

Option-Based Awards

See the sections entitled " Compensation Discussion and Analysis " and " Stock Option Plan " for a description of Cathedral's Stock Option Plan and the process Cathedral uses to grant option-based awards.

Securities legislation requires the disclosure of the compensation received by the NEOs of the Company for the three most recently completed financial years. " NEO " or " Named Executive Officer " is defined by the legislation to mean (a) the Chief Executive Officer of the Company, (b) the Chief Financial Officer of the Company, (c) each of the three most highly compensated executive officers of the Company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the Chief Executive Officer and Chief Financial Officer, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year, and (d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at the end of the most recently completed financial year.

The following sections set forth the remuneration of the Named Executive Officers, as well as a description of all other applicable compensation provided to the Named Executive Officers.

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Summary Compensation Table

The following table sets forth the total compensation paid to or earned by the Named Executive Officers for Cathedral's fiscal year ended December 31, 2022.

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Non-Equity
Incentive Plan
Year Option- Based Compensation – All Other Total
Ended Awards Annual Incentive Compensation Compensation
Name and Principal Position Dec. 31 Salary ($) [(4)] ($) [(5) ] Plan ($) ($) ($)
Tom Connors [(1)] 2022 370,000 [(4)] 672,668 555,000 349,389 [(9)] 1,947,057
President & Chief Executive 2021 233,750 165,782 - 18,624 418,156
Officer
2020 - - - - -
Ian Graham [(2)] 2022 179,325 - - 230,762 410,087
Former Chief Financial 2021 153,462 142,900 - 60,475 [(8)] 356,837
Officer
2020 - - - - -
Chad Robinson [(2)(3)] 2022 142,154 443,860 - 10,214 596,228
Former Chief Financial 2021 - - - - -
Officer
2020 - - - - -
Randy Pustanyk [(1) ] 2022 315,000 214,763 125,000 122,889 [(9)] 777,652
Executive Vice President 2021 255,938 111,017 17,552 384,507
2020 255,938 6,600 20,210 282,748
Lee Harns [(6)(7)(8) ] 2022 193,899 693,570 219,905 244,627 1,608,096
President, Altitude Energy 2021 - - - - -
Partners (US Operations)
2020 - - - - -
Fawzi Irani [(7)(8) ] 2022 357,968 95,134 274,000 87,998 [(9)] 815,100
President, Discovery 2021 248,088 180,417 - 57,267 [(10)] 485,772
Downhole Services (US
2020 - - - - -
Operations)
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Notes:

(1) Mr. Connors and Mr. Pustanyk, who are also directors of the Company, do not receive any additional compensation for acting as directors of Cathedral.
(2) Mr. Graham was the Chief Financial Officer until July 19, 2022. Mr. Robinson was appointed to such position effective on that date. Pursuant to his employment agreement, Mr. Graham was paid a lump sum equal to eight (8) months of his base salary in July 2022, reported under “All Other Compensation”.
(3) In 2022, Mr. Robinson was the Chief Financial Officer from July 19, 2022 to December 31, 2022. He departed the Company on January 13, 2023.
(4) Effective January 1, 2022, Mr. Connors annual base salary was $340,000. His base salary was increased to $400,000, effective July 1, 2022 for an annualized base salary in 2022 of $370,000.
(5) Value is based on the grant date fair value of the stock options calculated using the Black-Scholes methodology based on the following key assumptions and estimates:

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Black-Scholes Pricing Model – Assumptions
Grant Date Fair Value Average Risk-Free Average Expected Life Expected Volatility
Interest Rate
October 2022 0.56 3.72% 3 years 103.04%
July 2022 0.39 3.12% 3 years 103.99%
August 2021 0.30 0.38% 3 years 97.62%
April 2021 0.15 0.23% 3 years 94.60%
February 2021 0.12 0.15% 3 years 93.58%
October 2020 0.06 0.23% 3 years 87.12%
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This methodology was selected due to its acceptance as an appropriate evaluation model used for similar sized oil and gas service companies and is consistent with the Company’s financial reporting under Generally Accepted Accounting Principles (“ GAAP ”).

(6) Mr. Harns joined Cathedral on July 13, 2022 in connection with the acquisition of Altitude Energy Partners, LLC.

(7) Mr. Harns and Mr. Irani reside in the United States and accordingly compensation is paid to Mr. Harns and Mr. Irani in US dollars. For the purposes of this table, cash compensation paid in US dollars was converted to Canadian dollars using the following exchange rates:

Date	Average Annual Exchange Rate
2022	US $1.00 = CAD $1.3017
2021	US $1.00 = CAD $1.2794

(8) This amount includes a $40,000 signing bonus paid to Mr. Graham in 2021.
(9) Amounts reported as “All Other Compensation” for Mr. Connors, Mr. Pustanyk and Mr. Irani include discretionary bonuses approved by the Compensation Committee and paid in July 2022, in recognition of the senior executives’ accomplishments related to the Company’s acquisitions completed in the year. The discretionary bonus amounts are as follows: Mr. Connors – $325,000; Mr. Pustanyk – $100,000; and Mr. Irani – USD $37,000
(10) This amount includes a $48,617 signing bonus paid to Mr. Irani in 2021.

Currencies

Unless otherwise noted, all monetary amounts disclosed under the heading " Statement of Executive Compensation " are in Canadian dollars, which is the same currency that is used by Cathedral in its consolidated financial statements.

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3.2 Incentive Plan Awards

Outstanding Option-Based Awards

The following table sets forth the stock options granted to the Named Executive Officers to purchase or acquire securities of Cathedral outstanding at the end of the financial year ended December 31, 2022.

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Name Grant Date Number of Option exercise Option expiration Value of
(yyyy-mm-dd) securities price date unexercised in-
underlying ($) (yyyy-mm-dd) the-money
unexercised options
options ($) [(3)]
(#) [(1)(2)]
Tom Connors 2021-02-08 600,000 0.18 2024-02-08 648,000
2021-08-12 340,000 0.50 2024-08-12 258,000
2022-07-19 1,160,000 0.60 2025-07-19 765,600
2022-10-28 400,000 0.87 2025-10-28 156,000
Total: 2,500,000 1,828,000
Chad Robinson 2022-07-19 1,000,000 0.60 2025-07-19 660,000
2022-10-28 100,000 0.87 2025-10-28 39,000
Total: 1,100,000 699,000
Randy Pustanyk 2020-10-14 110,000 0.12 2023-10-14 125,400
2021-02-15 225,000 0.26 2024-02-15 225,000
2021-08-12 255,000 0.50 2024-08-12 193,800
2022-07-19 410,000 0.60 2025-07-19 270,600
2022-10-28 100,000 0.87 2025-10-28 39,000
Total: 1,100,000 853,800
Lee Harns 2022-07-19 1,500,000 0.60 2025-07-19 990,000
2022-10-28 200,000 0.87 2025-10-28 78,000
Total: 1,700,000 1,068,000
Fawzi Irani 2021-04-19 500,000 0.27 2024-04-19 495,000
2022-07-19 255,000 0.60 2025-07-19 193,800
2022-10-28 245,000 0.87 2025-10-28 161,700
Total: 1,000,000 850,500
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Notes:

(1) The number of unexercised options as at December 31, 2022.

(2) The securities underlying the options granted are Common shares. The options granted vest at the rate of 34% on the date that is 12 months following the grant date, 33% on the date that is 18 months following the grant date, and 33% on the date that is 24 months following the grant date.

(3) All option values have been determined based on the closing price on the TSX for the Common Shares on December 31, 2022, being $1.26, minus the exercise price.

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Incentive Plan Awards – Value Vested or Earned during the Year

The following table sets forth the value vested or earned during the year of option-based awards and nonequity incentive plan compensation paid to Named Executive Officers during the most recently completed financial year.

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Name Option-based awards - Value Non-equity incentive plan
vested during the year compensation - Value earned
($) [(1)] during the year
($)
Tom Connors 89,800 Nil
Ian Graham 80,000 Nil
Chad Robinson Nil Nil
Randy Pustanyk 72,867 Nil
Lee Harns Nil Nil
Fawzi Irani 184,517 Nil
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Notes:

(1) Represents the value that would have been realized if the stock options had been exercised on their vesting dates.

Refer to the section entitled "Compensation Discussion and Analysis" , the notes to the Summary Compensation Table, and the section entitled "Stock Option Plan" , for a description of all Stock Option Plan (as defined below) based awards and their significant terms.

3.3 Executive Stock Ownership Requirement

With a view to further aligning management’s interests with those of the Shareholders, effective January 1, 2023, Cathedral has implemented a policy whereby the executive officers at the levels listed below hold the level of Common Share ownership as outlined below:

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Role Ownership Level
President & Chief Executive Officer 2x annual base salary
Chief Operating Officer 2x annual base salary
Chief Financial Officer 2x annual base salary
Executive Director 2x annual base salary
Divisional Presidents 1x annual base salary
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Executive officers must reach this level of ownership within the earlier of five (5) years from the effective date of this guideline (January 1, 2023), or five (5) years from the date the executive officer is promoted, appointed or elected to the executive officer or director position.

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3.4 Stock Option Plan

The Stock Option Plan was originally implemented in 2009 and was most recently amended by the Board on March 3, 2015. The purpose of the Stock Option Plan is to advance the interests of Cathedral or any of its subsidiaries or affiliates by encouraging the directors, officers, employees, service providers and consultants of Cathedral or any of its subsidiaries or affiliates (each, a " Participant ") to acquire Common Shares, thereby increasing their proprietary interest in Cathedral, encouraging them to remain associated with Cathedral or any of its subsidiaries or affiliates and furnishing them with additional incentive in their efforts on behalf of Cathedral or any of its subsidiaries or affiliates in the conducts of their affairs.

The Stock Option Plan shall be administered by the Board, or a committee thereof, who at its discretion from time to time may grant options to Participants to purchase Common Shares in accordance with the rules of the TSX, subject to the following limitations (the " SOP Limitations "):

(i) the maximum number of Common Shares issuable at any time pursuant to the Stock Option Plan shall be ten percent (10%) of the issued and outstanding Common Shares, and such maximum number shall increase or decrease as the number of issued and outstanding Common Shares shall increase or decrease, but in any case subject to adjustments described below;
(ii) the number of Common Shares reserved for issuance pursuant to the Stock Option Plan and any other option agreements to any one person shall not exceed five percent (5%) of the outstanding Common Shares;
(iii) the number of Common Shares issuable at any time to insiders pursuant to the Stock Option Plan and all other security-based compensation arrangements of Cathedral shall not exceed ten percent (10%) of the issued and outstanding Common Shares;
(iv) the number of Common Shares issued to insiders within a one (1) year period pursuant to the Stock Option Plan and all other security-based compensation arrangements of Cathedral shall not exceed ten percent (10%) of the issued and outstanding Common Shares;
(v) the number of Common Shares of Cathedral reserved for issue under stock options granted to non-employee directors of Cathedral be limited to one percent (1%) of the Common Shares outstanding from time to time;
(vi) maximum annual equity grant to non-employee directors of Cathedral limited to $100,000 per non-employee director as calculated under the Black-Scholes pricing model of stock options granted during the year; and
(vii) the number of Common Shares issuable within one (1) year pursuant to the Stock Option Plan and all other established or proposed share compensation arrangements of Cathedral, to any one insider and such insider's associates shall not exceed five percent (5%) of the outstanding Common Shares.

Where the terms "insider", "associates" and "security based compensation arrangements" are used they have the meaning ascribed to such terms under the policies of the TSX or other regulatory body having

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jurisdiction and "outstanding Common Shares" shall be determined pursuant to the policies of the TSX or other regulatory body having jurisdiction.

Options granted under the Stock Option Plan will have an exercise price not less than the " Market Price " on the date of grant. "Market Price", on any date, shall be the volume weighted average of the prices at which the Common Shares traded on the TSX for the five (5) trading days on which the Common Shares traded on the said exchange immediately preceding such date. Each option shall expire on the date set out in the respective option agreement (the " Expiry Date "), provided that any options granted under the Stock Option Plan shall expire not later than ten (10) years from the date of grant. If an option is to expire during a period when the Participant is prohibited by Cathedral from trading in Common Shares pursuant to its blackout policies (a " Blackout Period "), or within ten (10) business days of expiry of such Blackout Period, the term of such option be extended for a period of ten (10) business days immediately following the end of the Blackout Period (the " Blackout Extension Period ").

The Stock Option Plan provides that appropriate adjustments in the number of Common Shares issuable under the Stock Option Plan will be made upon the occurrence of certain events including the reclassification, change, subdivision, redivision, or consolidation of the issued Common Shares. The Stock Option Plan also includes provisions in the event that Cathedral amalgamates, consolidates with or merges with another corporation and the entitlement of an optionee on such occurrence.

The Board, or a committee thereof, at its sole discretion, may determine the method of vesting, if any, of Cathedral stock options granted under the Stock Option Plan. All stock options are subject to the applicable rules and regulations of all regulatory authorities having jurisdiction, including the TSX. Stock options granted under the Stock Option Plan are non-assignable, non-transferable and are subject to early termination in the event of the death of the optionee or the optionee ceasing to be a Participant.

Upon the death of an optionee, their respective stock options shall terminate on the date determined by the Board, or a committee thereof, which date shall not be later than the earlier of the Expiry Date and the date which is twelve (12) months after the date of death. If the optionee ceases to be a Participant, the stock option shall terminate on the date prescribed by the Board which shall be not be later than the earlier of the Expiry Date and the date which is twelve (12) months after the date that the optionee ceases to be a Participant.

The Board has the right to amend, to suspend, terminate or discontinue the Stock Option Plan or any option agreement, or any portion thereof, and may do so without shareholder approval, subject to those provisions of applicable law, if any, that require approval of shareholders or any governmental regulatory body, and the policies of the TSX. Except as expressly set forth in the Stock Option Plan, no action of the Board or Shareholders shall alter or impair the rights of an optionee, under any award previously granted to the optionee.

Under the Stock Option Plan, the Board has the power and authority to approve the following types of amendments to the Stock Option Plan or any option agreement, without further approval of the Shareholders, including:

(a) amendments of a "housekeeping nature", including for the purpose of curing any ambiguity, inconsistency, error or omission in the Stock Option Plan;
(b) amendments necessary to comply with the provisions of applicable law (including the rules, regulations and policies of the TSX);

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(c) amendments necessary in order for stock option awards to qualify for favourable treatment under applicable taxation laws;
(d) amendments respecting administration of the Stock Option Plan;
(e) amendments regarding the terms and conditions in which vesting of stock options occurs, including the acceleration of vesting;
(f) amendments necessary to suspend or terminate stock options or the Stock Option Plan in accordance with applicable law; and
(g) any other amendment, whether fundamental or otherwise, not requiring Shareholder approval under applicable law.

Approval will be required from holders of Common Shares for the following types of amendments:

(a) amendments to the number of Common Shares issuable under the Stock Option Plan;
(b) amendments that increase the percentage of Common Shares reserved for issuance and issuable to non-employee directors of Cathedral as set out in paragraph (e) of the SOP Limitations;
(c) amendments that increase the maximum value of the annual equity grant to nonemployee directors of Cathedral as set out in paragraph (f) of the SOP Limitations;
(d) any amendment regarding the terms and conditions in respect of the Cathedral option price in respect of stock options granted pursuant to the Stock Option Plan;
(e) any amendment regarding the extension of the Expiry Date as set out in the applicable stock option agreement in respect of stock options granted pursuant to the Stock Option Plan;
(f) any amendment that permits stock options granted pursuant to the Stock Option Plan to become transferrable or assignable, other than for normal estate planning purposes;
(g) any amendment to the amendment provisions of the Stock Option Plan as set out in this paragraph; and
(h) amendments required to be approved by shareholders under applicable law (including, without limitation, the rules, regularities and polices of the TSX).

Under the Stock Option Plan, in the event of:

(a) any disposition of substantially all of the assets of the Company, on the dissolution, merger, amalgamation or consolidation of the Company, with or into any other corporation, or the merger, amalgamation or consolidation of any other corporation into the Company, or
(viii) any change in control of the Company,

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a stock option may be exercised in respect of any or all of the remaining optioned Common Shares.

For the purpose of the Stock Option Plan, a "change of control" is deemed to have occurred at any time when:

(a) any person, any associate or affiliate of such person or any person acting jointly or in concert with any of them, becomes the beneficial owner, directly or indirectly, of securities of the Company carrying more than 30% of the votes entitled to vote generally on the election of directors of the Company by way of acquisition, merger, arrangement, reorganization, business combination or other transaction; or
(ix) the shareholders of the Company shall have approved an amalgamation, merger, arrangement, reorganization, business combination or other transaction involving the Company and any other person, or persons, as a result of which persons who were members of the Board immediately prior to such transaction represent less than a majority of the members of the Board of the amalgamated, merged, arranged, reorganized, combined or successor corporation following the consummation thereof.

Unallocated Entitlements

On May 13, 2021, at Cathedral's annual and special meeting for the year ended December 31, 2020, the Shareholders approved the unallocated stock option entitlements under the Stock Option Plan pursuant to Rule 613(a) of the TSX Company Manual.

3.5 Pension Plan Benefits

Cathedral and its operating entities do not have pension plan benefits to which the NEO's are eligible to participate in.

3.6 Termination and Change of Control Benefits

The Company (directly or through a subsidiary) is party to employment agreements with each of:

(a) Tom Connors, the President and Chief Executive Officer of Cathedral, effective March 8, 2021;
(b) Randy Pustanyk, Executive Vice President of Cathedral, effective January 1, 2007;
(c) Lee Harns, President, Altitude Energy Partners (US Operations), effective July 14, 2022; and
(d) Fawzi Irani, President, Discovery Downhole Services (US Operations), effective April 15, 2021.

Such individuals are collectively referred to herein as the " Executives " and their respective employment agreements are collectively referred to herein as the " Employment Agreements ". The Employment Agreements provide for a base salary, benefits, bonuses and participation in the Stock Option Plan, and contain confidentiality, non-competition and non-solicitation restrictions. Certain other senior management and senior executive personnel are also parties to employment agreements entered into with Cathedral, which contain similar provisions.

The following table summarizes the termination provisions available to the Executives according to the Employment Agreements under each of the compensation programs. The specific provisions of the Stock

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Option Plan govern the treatment of unvested and vested stock options on the cessation of employment, including on change of control.

Executive	Employment Agreement – Severance Payable on Termination without Cause
Tom Connors	If Mr. Connors has been employed for one (1) year or more, and less than three (3) years:  An amount equal to 12 months of termination pay (being base annual salary plus an additional 5%, representing an estimated value of group benefits over the 12 month period; and  An amount equal to the average annual bonus over the past three (3) years (or lesser period of time if applicable). If Mr. Connors has been employed for three (3) or more years:  An amount equal to 15 months of termination pay (being base annual salary plus an additional 5%, representing an estimated value of group benefits over the 12 month period, divided by 12 and multiplied by 15); and  An amount equal to 15 months of the average annual bonus over the past three (3) years (or lesser period of time if applicable), divided by 12 and multiplied by 15. Payment for outstanding and accrued vacation pay. Mr. Connors has the option to terminate his Employment Agreement for a "good reason" (as defined in the applicable Employment Agreement) at any time within twelve (12) months after the effective date of the Change of Control, upon 90 days' written notice to the Company.
Randy Pustanyk	 An amount equal to two (2) times base salary; and  An amount equal to two (2) times the average bonus over the past three (3) years. Maintain benefits (health, dental, life insurance and disability) (for Mr. Pustanyk) until the earlier of (or alternatively provide a lump sum payment to replace such benefits for a twenty-four (24) month period): Payment for outstanding and accrued vacation pay. Mr. Pustanyk has the option to terminate his Employment Agreement on a without cause basis subject to ninety (90) days' notice following a Change of Control.
Lee Harns	 An amount equal to twelve (12) months' base salary; and  A pro-rata amount of annual bonus, if any, (valued as of termination date) with the Company having the option to utilize the pro-rata amount of the annual bonus payment, if any, by utilizing the average annual bonus over the past three (3) years. Payment for outstanding and accrued vacation pay. Provide a lump sum payment to replace benefits (health, dental, life insurance and disability). Mr. Harns has the option to terminate his Employment Agreement for a "good reason" (as defined in the applicable Employment Agreement) upon the occurrence of a Change of Control, upon 90 days' written notice to the Company.

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Executive Employment Agreement – Severance Payable on Termination without Cause
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Executive Employment Agreement – Severance Payable on Termination without Cause	Executive Employment Agreement – Severance Payable on Termination without Cause
Fawzi Irani	 If Mr. Irani has been employed for at least three (3) months and less than three (3) years, an amount equal to six (6) months' base salary; or  If Mr. Irani has been employed for three (3) or more years, an amount equal to twelve (12) months' base salary. Plus:  A pro-rata amount of annual bonus, if any, (valued as of termination date) with the Company having the option to utilize the pro-rata amount of the annual bonus payment, if any, by utilizing the average annual bonus over the past three (3) years. Payment for outstanding and accrued vacation pay. Provide a lump sum payment to replace benefits (health, dental, life insurance and disability). Mr. Irani has the option to terminate his Employment Agreement for a "good reason" (as defined in the applicable Employment Agreement) at any time within twelve (12) months after the effective date of the Change of Control, upon 90 days' written notice to the Company.

Executive
Employment Agreement – Severance Payable on Termination without Cause

Fawzi Irani


If Mr. Irani has been employed for at least three (3) months and less than three (3)
years, an amount equal to six (6) months' base salary; or

If Mr. Irani has been employed for three (3) or more years, an amount equal to twelve
(12) months' base salary.
Plus:

A pro-rata amount of annual bonus, if any, (valued as of termination date) with the
Company having the option to utilize the pro-rata amount of the annual bonus
payment, if any, by utilizing the average annual bonus over the past three (3) years.
Payment for outstanding and accrued vacation pay.
Provide a lump sum payment to replace benefits (health, dental, life insurance and
disability).
Mr. Irani has the option to terminate his Employment Agreement for a "good reason" (as
defined in the applicable Employment Agreement) at any time within twelve (12) months
after the effective date of the Change of Control, upon 90 days' written notice to the
Company.

For these purposes, "Change of Control" means the acquisition of:

(a) the Common Shares; and/or
(b) the securities convertible into, exercisable for or carrying the right to purchase Common Shares (" Convertible Securities "),

as a result of which a person, group of persons or persons acting jointly or in concert, or persons associated or affiliated within the meaning of the ABCA with any such person, group of persons or any of such persons (collectively, the " Acquirors ") who beneficially own Common Shares or convertible securities such that, assuming only the conversion or exercise of convertible securities beneficially owned by the Acquirors, the Acquirors would beneficially own Common Shares which entitle them to cast more than 50% of the votes attaching to all Common Shares in the capital of Cathedral which may be cast to elect members of the Board.

The Stock Option Plan and related stock option agreements provide for the following treatment of unvested and vested stock options on the cessation of employment, including on change of control:

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Type Stock Options
Resignation Vested stock options expire on the effective date of resignation; unvested stock options
are forfeited.
Retirement Vested stock options expire on the effective date of retirement; unvested stock options
are forfeited; unless the individual otherwise continues to be an eligible Participant
under the Stock Option Plan.
Termination without Vested stock options must be exercised by the close of business on the 60 [th] day
Cause following the effective date of such termination or prior to expiry, whichever is earlier;
unvested stock options are forfeited.
Termination with Vested stock options must be exercised by the close of business on the 60 [th] day
cause following the effective date of such termination or prior to expiry, whichever is earlier;
unvested stock options are forfeited.
Death or disability Stock options continue to vest and are exercisable within one year of date of death or
disability or prior to expiry date, whichever is earlier.
Change of Control Vesting is accelerated.
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The following table provides the estimated incremental payment (pursuant to terms of the respective employment agreements) to NEOs with employment agreements for termination without cause if such termination occurred on December 31, 2022.

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Named Executive Base Salary Bonus Benefits Unpaid Vacation Total Incremental
Obligation
Tom Connors $400,000 $nil $20,000 $26,923 $446,923
Randy Pustanyk $630,000 $nil $31,500 $30,288 $691,788
Lee Harns USD $300,000 $nil USD $15,000 USD $28,846 USD $343,846
Fawzi Irani USD $275,000 $nil USD $13,750 USD $13,221 USD $301,971
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The following table provides the estimated incremental payment (pursuant to terms of the respective employment agreements) to NEOs with employment agreements for termination in connection with a change of control if such termination occurred on December 31, 2022.

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Named Base Salary Bonus Benefits Stock Options Unpaid Total
Executive Vacation Incremental
Obligation
Tom Connors $400,000 $nil $20,000 $1,828,000 $26,923 $2,274,923
Randy Pustanyk $630,000 $nil $31,500 $853,800 $30,288 $1,545,588
Lee Harns USD $300,000 $nil USD $15,000 USD $1,068,000 USD $28,846 USD $1,411,846
Fawzi Irani USD $275,000 $nil USD $13,750 USD $850,500 USD $13,221 USD $1,152,471
----- End of picture text -----

Note:

(1) The value of the accelerated stock options has been calculated based on the difference between the exercise price of such accelerated stock options and the closing market price on the TSX on December 31, 2022, of $1.26.

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SECTION 4 DIRECTOR COMPENSATION

Cathedral's overall approach regarding compensation of the independent members of the Board is to provide competitive levels of total compensation and to attract and retain suitable and qualified directors who are committed to Cathedral. The Compensation Committee, after referring to compensation paid to directors of other Canadian comparable public companies, makes a recommendation to the Board as to appropriate compensation for the directors. The Board discusses the Compensation Committee's recommendations and provides the final approval.

4.1 Independent Directors – Retainers, Fees and Other Compensation

Independent Director compensation for 2022, and current 2023 compensation, is as follows:

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Compensation Description 2022 2023
Base Retainer – Non-Chair $25,000 $60,000
Base Retainer – Board Chair $45,000 N/A
Committee Chair Retainer – Audit Committee $10,000 $10,000
Committee Chair Retainer – Compensation Committee $5,000 $10,000
Committee Chair Retainer – Governance Committee $5,000 $10,000
Lead Director Retainer N/A $10,000
Meeting Attendance Fee $1,250 $1,500
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The Board compensation program also includes a medium-to-long-term incentive, which is in the form of stock options. See the section entitled " Stock Option Plan ". Independent Directors periodically receive a grant of stock options. Grants of stock options to Directors, as with grants to other eligible employees, typically occur annually. In 2022, the independent Directors received two (2) stock option grants in recognition of the extraordinary demands placed on Directors in the year arising from the exceptional level of acquisition and financing activities undertaken in the year.

Cathedral does not provide any non-equity incentive plan compensation to non-management Directors.

4.2 Director Summary Compensation Table

The following table sets forth the value of all compensation provided to members of the Board, who are not also NEOs, for the 2022 financial year.

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Option-based All Other
Fees earned awards [(6)] Compensation Total
Independent Director ($) ($) ($) ($)
Boyles, J.R. [(1)] 17,500 136,566 Nil 154,066
Brown, Ian S. 63,750 136,566 Nil 200,316
Goraya, Shuja 41,250 136,566 Nil 177,816
Maxwell, Rod [(2)] 55,000 [(4)] 571,909 50,000 [(5)] 676,909
Sarjeant, Scott [(3)] 52,500 136,566 Nil 189,066
Tremblay, Dale 52,500 136,566 Nil 189,066
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Notes:

(1) Mr. Boyles was appointed to the Board of Directors on August 8, 2022.
(2) Mr. Maxwell was an independent director and chair of the Board from January 1-September 30, 2022.During the 2022 year, the Board of Directors determined that he was no longer independent and effective October 1, 2022, he became a non-independent Executive Chair. He does not, for 2022, meet the definition of a Named Executive Officer and therefore all compensation he received in 2022 as an independent director and subsequently as a non-independent Executive Chair is included in this section.
(3) Mr. Sarjeant was appointed Lead Director on November 14, 2022 when the position was created, however the retainer for that position did not come into effect until January 1, 2023.
(4) Includes the retainer and meeting fees Mr. Maxwell received in 2022 as an independent director (January 1 – September 30, 2022).
(5) The amount reported is the consulting fees Mr. Maxwell received, through his controlled corporation, as a nonindependent Executive Chair, from October 1 to December 31, 2022. Mr. Maxwell is not an employee of Cathedral and does not receive a salary. He is paid through a controlled corporation for the ongoing management services and strategic advice he provides.
(6) Value is based on the grant date fair value of the stock options calculated using the Black-Scholes methodology based on the following key assumptions and estimates:

		Black-Scholes Pricing Model – Assumptions	Black-Scholes Pricing Model – Assumptions	Black-Scholes Pricing Model – Assumptions
	Grant Date Fair Value	Average Risk Free Interest Rate	Average Expected Life	Expected Volatility
October 2022	0.56	3.72%	3 years	103.04%
July 2022	0.39	3.12%	3 years	103.99%

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4.3 Director Fees – Breakdown

The following table sets forth the breakdown of fees earned by members of the Board, who are not also NEOs, for the most recently completed financial year.

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Committee
Board Board Chair Chair Meeting
Independent Retainer Retainer Retainer Fees Other Total
Director ($) ($) ($) ($) ($) ($)
Boyles, J.R. [(1)] 12,500 N/A N/A 5,000 Nil 17,500
Brown, Ian 25,000 N/A $10,000 28,750 Nil 63,750
Goraya, Shuja [(2)] 25,000 N/A N/A 13,750 2,500 41,250
Maxwell, Rod [(3)] N/A 33,750 N/A 21,250 Nil 55,000
Sarjeant, Scott 25,000 N/A $5,000 22,500 Nil 52,500
Tremblay, Dale 25,000 N/A $5,000 23,750 Nil 52,500
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Notes:

(1) Mr. Boyles was appointed to the Board of Directors on August 8, 2022.
(2) Mr. Goraya received a meeting fee for the 11 board of directors’ meetings he attended in 2022. He also received a meeting fee, reported under the column entitled “Other”, for two (2) meetings of the Governance Committee which he attended in late 2022 as an invited guest, prior to the effective date of his appointment to that committee of January 1, 2023.
(3) The annual retainer for the board chair was pro-rated from January 1 to September 30, 2022. As noted in the notes to the Director Summary Compensation Table, effective October 1, 2022, Mr. Maxwell became a nonindependent Executive Chair and began to receive compensation as a member of management. As such, Mr. Maxwell was paid a meeting fee for nine (9) board of directors’ meetings, three (3) Audit Committee meetings and six (6) Compensation Committee meetings, which he attended in 2022 prior to his appointment as Executive Chair.

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4.4 2022 Stock Option Grants to Independent Directors

Directors are eligible to receive grants of stock options. Grants of stock options are recommended by the CEO, CFO and the Executive Chair, to the Compensation Committee for review and approval. Stock options are not guaranteed to be granted annually or on a pre-determined schedule but are granted at the discretion of the Compensation Committee having regard to market cycles, recruitment, retention, competitive compensation, roles, responsibilities and individual performance. These factors are balanced against the number of stock options available to be granted and the requirement to restrict the volume of outstanding options below acceptable dilution thresholds. Value is realized from stock options when Cathedral’s share price appreciates over the term of the options.

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Independent Director July 19, 2022 October 28, 2022
Boyles, J.R. 180,000 120,000
Brown, Ian 180,000 120,000
Goraya, Shuja 180,000 120,000
Maxwell, Rod 370,000 770,766 [(1)]
Sarjeant, Scott 180,000 120,000
Tremblay, Dale 180,000 120,000
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Note:

(1) As noted elsewhere in this Information Circular, Mr. Maxwell became Executive Chair on October 26, 2022 and therefore was a non-independent director as of the October 28, 2022 option grant, rather than an independent director.

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4.5 Directors Outstanding Option-Based Awards

The following table sets forth the options granted to the directors of Cathedral, not including those directors who are also Named Executive Officers, to purchase or acquire securities of Cathedral, which were outstanding at the end of the financial year ended December 31, 2022.

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Option-Based Awards
# of
securities Value of
underlying unexercised in-
unexercised Option Exercise the-money
options Price Option options
Name Grant Date (#) ($) Expiration Date ($) [(1)]
Boyles, J.R. 19-Jul-22 180,000 0.60 19-Jul-25 118,800
28-Oct-22 120,000 0.87 28-Oct-25 46,800
Total: 300,000 165,600
Brown, Ian S. 14-Oct-20 37,800 0.12 14-Oct-23 43,092
12-Aug-21 69,400 0.50 12-Aug-24 52,744
19-Jul-22 180,000 0.60 19-Jul-25 118,800
28-Oct-22 120,000 0.87 28-Oct-25 46,800
Total: 407,200 261,436
Goraya, Shuja 12-Aug-21 69,400 0.50 12-Aug-24 52,744
19-Jul-22 180,000 0.60 19-Jul-25 118,800
28-Oct-22 120,000 0.87 28-Oct-25 46,800
Total: 369,400 218,344
Maxwell, Rod 14-Oct-20 16,734 0.12 14-Oct-23 19,077
12-Aug-21 92,500 0.50 12-Aug-24 70,300
19-Jul-22 370,000 0.60 19-Jul-25 244,200
28-Oct-22 770,766 0.87 28-Oct-25 300,599
Total: 1,250,000 634,176
Sarjeant, Scott 14-Oct-20 37,800 0.12 14-Oct-23 43,092
12-Aug-21 69,400 0.50 12-Aug-24 52,744
19-Jul-22 180,000 0.60 19-Jul-25 118,800
28-Oct-22 120,000 0.87 28-Oct-25 46,800
Total: 407,200 261,436
Tremblay, Dale 14-Oct-20 12,600 0.12 14-Oct-23 14,364
12-Aug-21 69,400 0.50 12-Aug-24 52,744
19-Jul-22 180,000 0.60 19-Jul-25 118,800
28-Oct-22 120,000 0.87 28-Oct-25 46,800
Total: 382,000 232,708
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Note:

(1) Reflects the closing market price on the TSX on December 31, 2022 of $1.26, minus the exercise price.

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4.6 Incentive Plan Awards – Value Vested or Earned during the Year

The following table sets forth the value vested or earned during the year of option-based awards and non-equity incentive plan compensation paid to members of the Board, who are not also NEOs, during the most recently completed financial year.

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Non-equity incentive plan
Option-based awards - Value compensation - Value
Name of Independent vested during the year earned during the year
Director ($) [(1)(2)] ($)
Boyles, J.R. Nil Nil
Brown, Ian 19,474 Nil
Goraya, Shuja 4,858 Nil
Maxwell, Rod 25,885 Nil
Sarjeant, Scott 19,474 Nil
Tremblay, Dale 19,474 Nil
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Notes:

(1) Includes stock options which vested pursuant to the Stock Option Plan during 2022.

(2) One-third of options granted vest on each of the 12-month, 18-month and 24-month anniversaries of the grant date. As such, two-thirds of the stock options granted in 2020, and one-third of stock options granted to each Director in 2021, vested and became exercisable in 2022. The value of option-based awards is calculated based on the difference between the market value of the Common Shares underlying the stock options on the applicable vesting date (August 12, 2022 and October 14, 2022) and the exercise price of the options. This reflects the aggregate value of the stock options that would have been realized had the vested stock options been exercised on the vesting date.

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SECTION 5 EQUITY COMPENSATION PLANS

Equity Compensation Plan Information as at December 31, 2022

The following table sets forth summary information regarding Cathedral's equity compensation plans as at the end of the most recently completed financial year. There were 224,124,117 Common Shares outstanding as of December 31, 2022.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
Equity compensation plans approved by the security holders(1)	20,671,568	$0.61	1,740,844
Equity compensation plans not approved by the security holders	N/A	-	N/A

Note:

(1) See section entitled " Stock Option Plan ".

Annual Burn Rate Under Equity Compensation Plans

The following sets forth the number of Options granted during the periods noted below and the potential dilutive effect of such Options.

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Weighted average
Common Shares
Period Options Granted outstanding Burn Rate [(1) ]
2020 887,600 49,468,117 1.79%
2021 5,053,400 65,030,795 7.8% [(2) ]
2022 16,646,066 162,550,576 10.24% [(3)]
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Notes:

(1) The burn rate for a given period is calculated by dividing the number of Options granted during such period by the weighted average number of Common Shares outstanding during such period.

(2) The burn rate for 2021 includes the one-time issuance of Options to three (3) NEOs (President and CEO, Chief Financial Officer and Senior Vice President, US Operations) that commenced employment with Cathedral in 2021.

(3) The burn rate for 2022 includes the issuance of Options to several employees that joined Cathedral through five (5) acquisitions completed during the year, including Lee Harns (President of Altitude Energy Partners, LLC) and Fawzi Irani (President of Discovery Downhole Services).

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SECTION 6 STATEMENT OF CORPORATE GOVERNANCE PRACTICES

6.1 General

The Board believes that good corporate governance improves corporate performance and benefits all Shareholders. The Canadian Securities Administrators (the " CSA ") have adopted National Policy 58-201 Corporate Governance Guidelines , which provides guidelines on corporate governance practices for reporting issuers such as Cathedral. In addition, the CSA have implemented National Instrument 58-101 Disclosure of Corporate Governance Practices (" NI 58-101 "), which prescribes certain disclosure by Cathedral of its corporate governance practices. This disclosure is presented below.

6.2 Board of Directors

Composition of the Board

The majority of the members of the current Board are independent for the purposes of NI 58-101 (five of eight), and following the AGM, a majority (five of seven) will continue to be independent.

A written description of the duties and responsibilities of the Board Chairperson is contained in the Board Charter attached to this Information Circular as Schedule "A". NI 58-101, when taken together with Section 1.4 of National Instrument 52-110 – Audit Committees (" NI 52-110 "), provides that a member is "independent" if the member has no direct or indirect material relationship with the issuer, a "material relationship" being one which could, in the view of the issuer's board of directors, be reasonably expected to interfere with the exercise of a member's independent judgment.

The following table sets forth the Board members and the Board's determination of the independence of its members who are standing for re-election at the Meeting.

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Director Independence Status Basis for Determination of Non-Independence
Boyles, J.R. Independent Not applicable - no material relationship
Brown, Ian Independent Not applicable - no material relationship
Connors, Tom Not independent Mr. Connors is considered to have a material relationship with
Cathedral, as an executive officer of Cathedral.
Goraya, Shuja Independent Not applicable - no material relationship
Maxwell, Rod Not Independent Effective October 1, 2022, Mr. Maxwell is considered to have a
material relationship with Cathedral, due to his substantial
influence on the Company’s business approach, strategies and
practices.
Sarjeant, Scott Independent Not applicable - no material relationship
Tremblay, Dale Independent Not applicable - no material relationship
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Mr. Maxwell is the Board Chairperson and subject to his re-election as a Director at the Meeting, the Board intends to re-elect Mr. Maxwell as its Chairperson for the ensuing year. Effective as of October 1, 2022, the Board of Directors determined that Mr. Maxwell was no longer an independent director, due to his increased involvement in Cathedral’s strategic initiatives and growth strategy. He is now considered to be non-independent and was removed from membership in the Audit Committee and the Compensation Committee as a result of this determination of non-independence.

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Cathedral’s bylaws do not permit a second or casting vote by the Chairperson in the event of a tie.

Lead Director

In 2022, in connection with the determination that the Board Chairperson was not independent, the Board of Directors approved the recommendation of the Governance Committee to establish a Lead Director role, which would be assumed by the Chair of the Governance Committee (who is an independent Director), or at the discretion of the independent Directors, by another independent Director. The Lead Director is charged with providing independent leadership to the Board. Mr. Sarjeant currently serves as Lead Director. He was appointed to this role when the position was created on November 14, 2022, shortly after the Board Chair, Mr. Maxwell, was determined to be non-independent.

Other Reporting Issuer Directorships

No Board members are directors of other reporting issuers.

In-Camera Sessions of the Independent Directors

At the end of each Board and committee meeting in 2022, the Board or the committee is to meet without management and non-independent directors present.

2022 Board and Committee Meeting Attendance

The following table sets out the attendance of members at meetings of the Board and committees of the Board during 2022.

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Meetings Attended
Audit Compensation Governance Overall
Director Board Committee Committee Committee Attendance
Boyles, J.R. [(1)] 4 of 4 N/A N/A N/A 100%
Brown, Ian 10 of 11 3 of 4 7 of 7 3 of 3 92%
Connors, Tom 11 of 11 N/A N/A N/A 100%
Goraya, Shuja 11 of 11 N/A N/A N/A 100%
Maxwell, Rod [(2)] 11 of 11 3 of 3 6 of 6 N/A 100%
Pustanyk, Randy 11 of 11 N/A N/A N/A 100%
Sarjeant, Scott 11 of 11 4 of 4 N/A 3 of 3 100%
Tremblay, Dale 11 of 11 N/A 7 of 7 N/A 100%
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Notes:

(1) Mr. Boyles was appointed to the Board of Directors on August 8, 2022.

(2) In connection with Mr. Maxwell's change from a non-independent executive chair to an executive chair, he was removed from the audit committee and the compensation committee effective as of October 1, 2022.

Since December 31, 2022, the Board has held two (2) meetings, the Audit Committee has held two (2) meetings, the Compensation Committee has held one (1) meeting and the Governance Committee has held one (1) meeting.

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Mandate of the Board

The Board has approved a mandate which includes among other duties and responsibilities: to approve and monitor the strategic, business and financial plans of Cathedral; to supervise performance and succession planning of senior officers; to assess the principal risk factors relating to the business of Cathedral; and to monitor and oversee the integrity of financial reporting and disclosure. Every member of the Board is required to act honestly and in good faith and in the best interests of Cathedral and to exercise the care, diligence and skill of a reasonably prudent person. Responsibilities not delegated to senior management or to a committee of the Board remain those of the full Board. The written mandate of the Board is contained in the Board Charter attached to this Information Circular as Schedule "A". The Board Charter includes, among other things, written descriptions of the role and responsibilities of the Chairman of the Board and the chair of each committee of the Board.

Position Descriptions

The Board has developed a written job description for the CEO. In addition to the written job description, the Board develops corporate objectives which the CEO is responsible to meet through its annual budget and strategic plan review, and otherwise as required. The Compensation Committee evaluates the CEO against those objectives and reports the results of the evaluation to the Board.

Orientation and Continuing Education of Board Members

Cathedral has no formal program for orientation of new directors; existing directors provide orientation and education to new directors on an informal basis. New Board members receive an orientation package which includes reports on operations and results, and public disclosure filings by Cathedral. In addition, management of Cathedral makes itself available for discussion with all Board members. There is no formal continuing education program for Board members; however, directors are encouraged to seek applicable educational opportunities that are available to them, as they have a fiduciary duty to Cathedral and are expected to ensure they obtain knowledge or training they consider necessary to meet their obligations.

Measures to Encourage Ethical Business Conduct

The Board has adopted a written Code of Business Conduct and Ethics (the " Code ") that encourages and promotes a culture of ethical business conduct. A copy of such document is available on Cathedral's website (www.cathedralenergyservices.com), which provides for a mechanism to report possible violations of the Code on a confidential, anonymous basis. At each quarterly review of financial results, management provides the Board with a report on compliance with the Company's policies, which includes the Code. Such report would identify issues and how they have been resolved or the status of the resolution to such issue if identified.

In addition to the Code, the Board has adopted a "Whistleblower Policy" wherein employees of Cathedral are provided with the mechanics by which they may raise concerns regarding questionable accounting, internal accounting controls or auditing matters, or reporting of fraudulent financials information on a confidential anonymous basis. Any situation that involves, or may reasonably be inferred to involve, a conflict between a director's personal interests and the interests of Cathedral are required to be disclosed as to the nature and extent of such director's interest. A director in a conflict of interest may not, subject to certain exceptions set forth in the ABCA, vote or participate in a discussion on a matter in respect of which a director has a material interest.

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Director Skills and Experience

Directors are only nominated if they have an appropriate mix of skills, knowledge and business experience, and a history of achievement. A mix of skills and experiences is critical for the Board in providing effective oversight over, and support of, our future growth.

To assist in assessing the composition of the Board and as a tool to assess and recruit potential candidates for the Board of Directors, in 2022 the Governance Committee began to develop a “director skills and experience matrix”. Once fully developed, this matrix will facilitate the identification of any skills or experience gaps present in the composition of the Board, assist with succession planning for the Board, and assist in ensuring that the age range, gender and other diversity indicators present in members of the Board are appropriate to enable the Board as a whole to carry out its responsibilities effectively.

In addition to the items identified in the matrix, any candidates for the Board of Directors must exhibit the highest degree of professionalism, integrity, values and independent judgment.

Diversity Policy

The Board believes that the key to effective board membership is to source individuals that, having regard to an extensive group of factors which includes diversity and the range of necessary skills, experience, commitment and qualifications that are best suited to fostering effective leadership and decision-making at Cathedral. Although Cathedral has not specifically adopted a written policy relating to the identification and nomination of diverse candidates, including women, to the Board of Directors, in early 2023 in connection with normal course succession planning, a search process was initiated to identify successors for current members of the Board, with a focus on women candidates. This initiative has been undertaken in connection with the development of a director skills matrix, which began in 2022, and which will be used to assess the composition of the Board and as a tool to assist in the assessment and recruitment of potential candidates for the Board of Directors. Our current expectation is that a woman candidate will be presented for election to the Board at the annual meting of the shareholders of Cathedral in 2024.

The Board considers the representation of women in identifying and nominating board candidates and when making executive officer appointments. While paramount importance is given to identifying the right candidate for each role, the Board is mindful of the benefit of not only gender diversity but also of race and age diversity in the Company's leadership positions and the need to maximize the effectiveness of the Board and its decision-making abilities. The Board acknowledges the importance of diversity in enriching its discussions and its corporate governance. The level of diversity in leadership roles is one of several factors used in its search process for new directors and officers.

Cathedral has not adopted targets for women on the board or in executive officer positions. The Board has not adopted quotas or targets specifically addressing the level of representation of women on its Board or in executive officer positions. The Board and management will continue to fill roles based on the skills, experience, character and behavioural qualities that are most important to determine the value which an individual could bring to the Company.

Two (2) female executives at the Vice President level joined the Company in 2022, which as of the Record Date represents 15% of the executive management team holding positions at the vice president level or above.

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Board Term Limits

Other than with respect to the Director Retirement Policy, described above, Cathedral does not currently have a policy for Director term limits. The Board believes there are benefits to be achieved by continuity and directors having in depth knowledge of each aspect of the Company's business, which necessarily takes time to develop. Fixed term limits would have the effect of forcing directors off the Board who have developed increased insight into the Company and who, therefore, can be expected to provide an increased contribution to the Board. However, the Board recognizes there is benefit to adding new perspectives to the Board, and there is value in turnover and to adding additional members to a board in order to provide fresh ideas and views. The Board believes that it is critical to have an appropriate balance between long-term directors with extensive knowledge that understand the business of the Company and the industries we operate in and new directors that add new experience and perspectives to the Board. The Board's focus is on maintaining the proper mix of skills, experience and diversity.

Nomination of Board Members

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of view and experience. In selecting new candidates, the Board considers the skills and competencies of each potential director and those required by the Board as a whole.

The Board does not have a Nominating Committee, and these functions are currently performed by the Governance Committee.

6.3 Board Committees and Committee Composition

Under the ABCA and the bylaws of Cathedral, the Board may appoint a committee of directors and delegate to such committee any of the powers of the directors, subject to the ABCA. During the year ended December 31, 2022, there were 3 (three) committees formally appointed by the Board: the Audit Committee, the Compensation Committee and the Governance Committee. All committees are composed entirely of independent Directors.

The Board has developed a mandate for each of the Audit Committee, the Compensation Committee and the Governance Committee which the Board reviews annually. Cathedral does not have a position description for the Chair of each Board committee. The Board Charter (refer to Schedule "A") includes the role and responsibilities of committee chairs. The Board reviews the recommendations of all its committees, and decides on whether and how to implement such recommendations.

The Governance Committee reviews the makeup of the Board and its Committees on an annual basis. The composition of the Committees of the Board, effective as of January 1, 2023 and which is proposed to remain unchanged following the Meeting, subject to re-election of each of the independent Directors, is as follows:

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Committee
Year appointed
Independent to the Board of Audit Committee Compensation Governance
Director Directors (1) Committee Committee
Boyles, J.R. 2022 X X
Brown, Ian 2009 Chair X
Goraya, Shuja 2021 X X
Sarjeant, Scott 2003 X Chair
Tremblay, Dale 2015 X Chair
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Notes:

(1) All members of the Audit Committee are financially literate under NI 52-110.

For additional information, including the mandate and responsibilities regarding the Audit Committee, please refer to the Audit Committee section in the Annual Information Form of Cathedral dated April 14, 2023 available on the SEDAR website at www.sedar.com.

The Audit Committee meets with Cathedral's auditors regularly, independent of management, and has direct communication channels with Cathedral's external auditors to discuss and review specified issues as appropriate.

The Compensation Committee has approved a mandate which includes, among other duties and responsibilities: monitoring the performance and compensation of senior management and reviewing and providing recommendations to the Board with respect to implementation and variation of option, compensation and incentive plans, including those applicable to the directors of Cathedral. For further information see " Compensation Discussion and Analysis – Director Compensation ".

The Governance Committee has approved a mandate which includes, among other duties and responsibilities: monitoring the effectiveness of the system of governance within Cathedral; assessing the effectiveness of the Board as a whole, committees of the Board and the contributions of individual members; and identifying, recommending, orienting and educating new directors.

6.4 Assessment of Directors, the Board and Board Committees

The members of the Board, through the Governance Committee, conduct an annual evaluation of performance and effectiveness of each member of the Board and of the Board and each of its committees as a whole.

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SECTION 7 OTHER INFORMATION

7.1 Indebtedness of Directors, Executive Officers and Employees

Other than as disclosed in the table below, as at the date hereof, no current or former executive officer, director or employee of Cathedral or of any of its subsidiaries is indebted: (i) to Cathedral or any of its subsidiaries; or (ii) to another entity, where the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Cathedral or any of its subsidiaries.

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Aggregate Indebtedness
Purpose To the Company or its To Another Entity
Subsidiaries
Common Share and $130,000 Nil
Warrant Purchases
Other Nil Nil
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Other than as disclosed in the table below, no director or executive officer of Cathedral, or any individual who was a director or executive officer of Cathedral at any time during the most recently completed financial year, or any associate of any such director or officer is, or has been at any time since the beginning of the most recently completed financial year of Cathedral, indebted to Cathedral or any of its subsidiaries, nor is, or at any time since the beginning of the most recently completed financial year of Cathedral has, any indebtedness of any such person been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Cathedral or any of its subsidiaries.

Name and Principal Position	Involvement of Company or Subsidiary	Largest Amount Outstanding During Financial Year Ended December 31, 2022 ($)	Amount Outstanding as at March 28, 2023 ($)	Financially Assisted Securities Purchases During Financial Year Ended December 31, 2022 ($)	Security for Indebtedness	Amount Forgiven During Financial Year Ended December 31, 2022 ($)
Tom Connors, President and Chief Executive Officer	Lender	130,000	Nil	Nil	Common Shares and Warrants purchased with loan	Nil

In conjunction with Thomas Connors' appointment as the President and Chief Executive Officer of Cathedral, on February 8, 2021, the Company issued 650,000 units (" Units ") to Mr. Connors at a price of $0.20 per Unit, with each Unit consisting of one (1) Common Share and one-half (1/2) common share purchase warrant (each whole common share purchase warrant, a " Warrant "), using a loan (the " Loan ") provided by Cathedral on commercial terms of $130,000. The Loan accrues interest at the Canada Revenue Agency prescribed rate of 1% per annum and is repayable in full on February 6, 2026. The Common Shares and Warrants forming the Units purchased by Mr. Connors using the Loan have been

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delivered to the Company and pledged as collateral security for the Loan. The Common Shares and Warrants will be released from the pledge proportionally as the Loan is repaid by Mr. Connors.

Subsequent to December 31, 2022, the Loan was repaid in full by Mr. Connors.

7.2 Interest of Certain Persons and Companies in Matters to be Acted Upon

Neither Cathedral, nor any person who has been a director or senior officer of Cathedral, nor a member of the Board at any time since the beginning of Cathedral's last completed financial year, nor any proposed nominee for election as a director of Cathedral or a member of the Board, nor any associate or affiliate of any one of them, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting except as disclosed in this Information Circular.

7.3 Interest of Informed Persons in Material Transactions

Except as disclosed in this Information Circular, neither Cathedral, nor any informed person has or has had, at any time since the beginning of Cathedral's most recently completed financial year, any material interest, direct or indirect, in any transaction or proposed transaction that has materially affected or would materially affect Cathedral or any of its subsidiaries, except for any interest arising from the ownership of Common Shares where the Shareholder will receive no extra or special benefit or advantage not shared on a pro-rata basis by all Shareholders.

For the purposes of this Information Circular, an " informed person " means: (i) a director or officer of Cathedral; (ii) a director or executive officer of a person or company that is itself an informed person or a subsidiary of Cathedral; or (iii) any person or company who beneficially owns, directly or indirectly, or controls or directs, directly or indirectly, voting securities of Cathedral carrying more than ten percent (10%) of the voting rights attaching to all outstanding voting securities of Cathedral.

There may be situations in which the interests of Cathedral will conflict with those of Shareholders. In resolving any conflicts, decisions will be made on a basis consistent with the objectives and funds of each group of interested parties and the time limitations on investment of such funds, all consistent with the duty of the Board to deal fairly and in good faith with each such group of persons. In the event that the interests of the Board are in conflict with those of Shareholders, the members of the Board are obliged to make decisions acting in good faith, having regard to the best interests of Shareholders and in a manner that would not contravene their fiduciary obligations to Shareholders.

On July 22, 2021, the Company acquired the directional drilling business of Precision (the " Precision Transaction ") for a purchase price of $6,350,000 by way of the issuance to Precision of 13,400,000 Common Shares and warrants to acquire 2,000,000 Common Shares at an exercise price of $0.60 per share until July 22, 2023. Immediately following the Precision Transaction, Precision held 17.5% of the then issued and outstanding Common Shares.

As part of the Precision Transaction, the Company and Precision entered into the Precision Rights Agreement pursuant to which, among other things, Precision was granted the right to nominate a member to the Board and certain customary participation rights in respect of future sales of securities by the Company. Precision will maintain such investor rights for so long as it continues to hold 10% or more of the issued and outstanding Common Shares (calculated on a partially diluted basis giving effect to the exercise or conversion of any convertible securities which may be held by Precision). Under the terms of the Precision Transaction, the Common Shares issued to Precision are subject to contractual restrictions

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on resale as follows: 25% were restricted until January 22, 2022; a further 25% were restricted until July 22, 2022; and a further 50% are restricted until July 22, 2023, subject to certain exceptions.

Concurrently with the closing of the Precision Transaction, Shuja Goraya, the Chief Technology Officer of Precision, was appointed to the Board as Precision's nominee under the Precision Rights Agreement. As of March 28, 2023, Precision holds 13,400,000 Common Shares, being 5.96% of the issued and outstanding Common Shares of Cathedral as of that date. Although Precision now holds less than 10% of the Common Shares of the Company, the Board of Directors has decided to nominate Mr. Goraya for re-election to the Board of Directors, due to his significant contributions to the Board.

7.4 Additional Information

Additional information relating to Cathedral may be found on the System for Electronic Document Analysis and Retrieval (" SEDAR ") of the CSA at www.sedar.com. Financial information regarding Cathedral is provided in Cathedral's comparative consolidated financial statements and management's discussion and analysis for its most recently completed financial year. Shareholders of Cathedral may contact Cathedral at 6030, 3[rd] Street S.E., Calgary, Alberta, T2H 1K2, (403) 265-2560 to request copies of Cathedral's consolidated financial statements and management's discussion and analysis.

7.5 General

All matters referred to herein for approval by Shareholders require a majority of the Shareholders voting, in person or by proxy, at the Meeting.

The contents and sending of this Information Circular have been approved by the Board. Unless otherwise stated, the information contained herein is given as of the 28[th] day of March, 2023.

SCHEDULE "A"

CATHEDRAL ENERGY SERVICES LTD. BOARD OF DIRECTORS CHARTER DATED: MARCH 2020

ROLE AND RESPONSIBILITIES

The Board of Directors (the " Board ", each member of the Board a " Director ") is responsible for the overall supervision of the management of the business and affairs of Cathedral Energy Services Ltd. (the " Corporation "). The Board is not responsible for the day-to-day management and operation of the Corporation, these responsibilities rest with management. Each Director has a fiduciary duty to act honestly and in good faith with a view to the best interests of the Corporation, and to exercise the care, diligence and skill that a reasonable prudent person would exercise in comparable circumstances. In fulfilling their fiduciary duties, each Director must act honestly, maintain confidences in respect to information involving the Corporation and, disclose conflicts of interest on any material matters involving the Corporation.

MAJOR DUTIES AND RESPONSIBILITIES

The Board discharges its duties and responsibilities directly or through its committees. In broad terms, the stewardship of the Corporation involves the Board in strategic planning, financial reporting, risk management and mitigation, senior management determination, communication planning and internal control integrity. The major responsibilities of the Board are as follows:

Supervise the determination and control in broad terms the purposes, strategic direction, goals, activities and general characteristics of the Corporation. These duties range from overseeing financial objectives, scope of operations, fundamental strategies and policies, reviewing and approving the Corporation's annual strategic plan (including annual operating and capital budgets), reviewing the Corporation's operating and financial performance results relative to established strategy, budgets and objectives, establishing a dividend policy and declaring dividends and considering and approving other specific actions that are likely to have a substantial effect on the Corporation or that the Board is legally required to take.

Review with senior management the mission of the Corporation, its objectives and goals, and the strategies whereby it proposes to achieve them. Monitor the Corporation's progress towards its goals and plans, and assume responsibility to revise and alter the Corporation's direction where warranted.
Review and approve the Corporation's annual and interim consolidated financial statements, annual and interim management's discussion and analysis, and all public disclosure documents containing audited or unaudited financial information before release, including, but not limited to, any prospectus, the Corporation's annual report, the Corporation's annual information form, the Corporation's management proxy circular and any press releases.
Oversee corporate financial operations, ensuring proper control mechanisms are in place to require management to obtain the Board's prior approval of:
a. material capital asset additions, acquisitions and disposals;
b. material borrowings;

A-2

c. equity issues and repurchases;
d. compensation paid to senior management;
e. any material transactions or events outside the ordinary course of business; and
f. any other matter specified by the Board as requiring approval.
Appoint a President and Chief Executive Officer (collectively, a " CEO ") and other senior officers, define their respective duties, monitor and evaluate their performance, approve their compensation, provide for adequate succession, and replace the CEO or other senior officers when appropriate.
Appoint a Compensation Committee and Compensation Committee Chair, oversee the activities of the Compensation Committee and receive and consider the recommendation of the Compensation Committee with respect to the compensation provided by the Corporation to senior management and Directors as Board and committee members.
Appoint an Audit Committee and Audit Committee Chair, oversee the activities of the Audit Committee and receive and consider the recommendation of the Audit Committee with respect to the financial systems of the Corporation and related disclosures, reports to shareholders and other related communications.
Oversee enterprise risk assessment and risk management systems including:
a. discussion with senior management as guidelines and policies governing the risk assessment and risk management processes;
b. review and discussion of significant risks and exposures with senior management;
c. assess the steps management has taken to monitor, control, report and mitigate such risk to the Corporation, including insurance coverage; and
d. with the advice and assistance of senior management, identify and evaluate the principal risk factors relating to the Corporation’s business.

Identification of enterprise risk and oversight of systems to manage it, including the review of the effectiveness and integrity of internal financial control systems, has been delegated to the Audit Committee, which is to report to the Board thereon regularly.

Ensure that the Corporation has in place appropriate environmental, health and safety policies, having regard to legal, industry and community standards, and ensure implementation of management systems to monitor the effectiveness of those policies.
Monitor and oversee the Corporation's financial reporting and disclosure system, including how the Corporation interacts with analysts, investors, other key stakeholders and the public, and how the Corporation complies with its continuous and timely disclosure obligations and avoids selective disclosure, and review all such policies at least annually, and since much of the Board's work in this regard has been delegated to the Audit Committee, receive regular reports with respect thereto from that committee.

A-3

Ensure that management has systems in place for communication and relations with stakeholder groups, including, but not limited to: shareholders; the investing public; government; employees; the financial community; and the communities in which the Corporation operates. More specifically:
a. be accountable for the manner in which public disclosure of the Corporation's affairs is made. Require all news releases and reports issued to shareholders involving financial information are reviewed by the Board prior to their public release and that all other news releases are reviewed by the Board as appropriate;
b. ensuring that management maintains an investor relation function to coordinate the receipt of and response to shareholder inquiries; and
c. ensure the Audit Committee puts in place procedures to receive and handle complaints or concerns received by the Corporation about accounting or audit matters including those submitted anonymously by an employee of the Corporation.
Appoint a Governance Committee and Governance Committee Chair, oversee the activities of the Governance Committee and consider the recommendations of the Governance Committee. Through this committee, establish an appropriate system of corporate governance including practices to ensure the Board functions independently of management.
Oversee the Corporation’s compliance with applicable laws and regulations and the operation of its business in accordance with appropriate ethical standards. To this end, the Corporation has adopted a Code of Business Conduct and Ethics.
Manage Board operations, including, without limitation:
a. subject to shareholder approval, review the Board's size and composition and when appropriate, identify new nominees;
b. ensure Directors meet in accordance with all legal requirements and that the independent Directors have an opportunity to meet separately on a regular basis;
c. review the recommendations of the Governance Committee in connection with the development of the Corporation's approach to governance issues and the Corporation's responses to the Toronto Stock Exchange guidelines or any rules or guidelines published by any and all other regulated markets upon which the Corporation's securities may be listed or quoted for trading, from time to time;
d. ensure that new Directors receive proper education and orientation about the Corporation, and that on an ongoing basis all Directors receive continuing education; and
e. periodically review the Board's role and responsibilities pursuant to this Charter, and evaluate the effectiveness of the Board, its members and its committees from time to time and if necessary and appropriate, create new or disband existing committees and in the case of new or old committees, establish and review their charters and elect chairs from time to time.
Review the adequacy and form of each Board member's compensation to ensure it realistically reflects the responsibilities and risks involved in being a Director.

A-4

ORGANIZATION

The Corporation's Articles of Incorporation provide that the Directors shall be elected annually by the shareholders of the Corporation, and that the Board shall consist of not less than three (3) or more than ten (10) individuals, with the exact number being determined from time to time by resolution of the Board. The Board should be of a size which facilitates effective decision-making. Directors will review the size of the Board from time to time to ensure this principle is being adhered to. Under the Business Corporations Act (Alberta), a minimum of 25% of the Directors must be residents of Canada.

A majority of the Board shall be independent Directors (as defined by National Instrument 58-101 – Disclosure of Corporate Governance Practices of the Canadian Securities Administrators), as determined by the Board. In assessing whether a Director or potential Director is independent, the Board will consider such facts as ownership of the Corporation's securities, whether the individual is an employee or officer of the Corporation or an affiliate of the Corporation and existence of any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director's ability to act with the best interests of the Corporation.

The independent Directors shall appoint a Chairman of the Board from the group of independent Directors. The fundamental responsibility of the Chairman is to facilitate communication among the independent Directors.

There are currently three committees of the Board of Directors and each committee has its own charter, approved by the Board, setting out its role and mandate.

Audit Committee – consists of a minimum of three (3) Directors, including a committee Chair, all of which are independent to the Corporation.
Compensation Committee – consists of a minimum of three (3) Directors, including a committee Chair, all of which are independent to the Corporation.
Governance Committee – consists of a minimum of two (2) Directors, including a committee Chair, all of which are independent to the Corporation.

EXTERNAL RESOURCES

To assist the Board in discharging its duties and responsibilities, the Board may, at the expense of the Corporation, retain persons having special expertise. In addition, individual Directors may engage outside consultants, at the expense of the Corporation, with prior approval of the Governance Committee.

NEW BOARD MEMBERS

New Board members will be provided with sufficient background materials relating to the Corporation that will provide the new Director with knowledge to understand the Corporation's business, assets, capitalization, personnel, policies and procedures, to enable them to educate themselves with regard to the Corporation's business. In addition, the new Director will be provided with the opportunity for

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meetings and discussions with senior management and other Directors. Details of orientation will be tailored to the Director's individual needs.

LIMITATION ON BOARD MEMBERS' DUTIES

Nothing in this Charter is intended, or may be construed, to impose on any member of the Board a standard of care or diligence that is in any way more onerous or extensive than the standard required by law. The purposes and responsibilities outlined in this charter are meant to serve as guidelines rather than inflexible rules and the Board may adopt such additional procedures and standards it deems necessary from time to time to fulfill its responsibilities.

ROLE AND RESPONSIBILITIES OF CHAIRMAN OF THE BOARD

The Chairman of the Board shall have, among other, the following responsibilities:

In conjunction with the Corporation's CEO and Chief Financial Officer, plan the meetings of the Board, establish the agenda of these meetings and coordinate the activities of the Corporate Secretary in regards to the affairs of the Board and its committees.
Chair all meetings of the Board, ensure the proper and efficient conduct of Board meetings, ensure that all members are able to express their opinions on the topics being discussed and ensure that the decisions or recommendations made by the Board are clear.
Ensure that all strategically important issues are communicated to the Board for approval and that the Board receives the necessary information it needs to allow its members to assume their role fully and to follow up on the implementation of decisions made by the Board.
Attend committee meetings as deemed appropriate.
Ensure that all policies of the Board relating to compliance with regulations as well as ethics and conduct standards are communicated to all interested parties.
In collaboration with the chairs of the committees, to ensure that the Board and each of its committees respect their respective mandates (or charters).
Review the Chief Executive Officer’s expenses and perquisites at least once a year.

ROLE AND RESPONSIBILITIES OF COMMITTEE CHAIRS

Every chair of a Board committee shall have, among those listed above, the following responsibilities:

Plan committee meetings, establish the agenda of these meetings and coordinate the activities of the Corporate Secretary in regards to the affairs of the committee.
Chair all the meetings of the committee, ensure the proper and efficient conduct hereof, ensure that all members are able to express their opinions on the topics being discussed and ensure that the decisions or recommendations made by the committee are clear.
Liaise and communicate to the Board and senior management in matters relating to his mandate and to the work of his committee.

QUESTIONS? NEED HELP VOTING?

CONTACT US

North American Toll-Free Phone 1.888.518.6824

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AI assistant

ACT Energy Technologies Ltd. — Proxy Solicitation & Information Statement 2023

42523_rns_2023-04-17_c8c36640-0e6f-4499-ac1c-6cf00e773546.pdf

CATHEDRAL ENERGY SERVICES LTD.

CATHEDRAL ENERGY SERVICES LTD.

MANAGEMENT INFORMATION CIRCULAR

SECTION 1 PROXY INFORMATION

1.1 Purpose of Solicitation

1.2 Appointment and Revocation of Proxies

1.3 Voting of Proxies

1.4 Advice to Beneficial Holders of Common Shares

1.5 Voting Securities and Principal Holders Thereof

SECTION 2 PARTICULARS OF MATTERS TO BE ACTED UPON

2.1 Financial Statements

2.2 Election of Directors

Majority Voting for Directors

Advance Notice Bylaws

Board Chairperson

Director Information

Committee of the Board of Directors

Meetings of the Board of Directors and its Committees During 2022

Director Equity Ownership Requirement

Cease Trade Orders, Bankruptcies and Penalties or Sanctions

The Board of Cathedral recommends that shareholders vote FOR the election of each of the abovementioned Director nominees.

2.3 Appointment of Auditor

The Board of Cathedral recommends that shareholders vote FOR the appointment of KPMG as auditors for Cathedral.

2.4 Other Matters to be Acted Upon

SECTION 3 STATEMENT OF EXECUTIVE COMPENSATION

3.1 Compensation Discussion and Analysis

Responsibilities of the Compensation Committee

Executive Compensation Analysis

Compensation Benchmarking Peer Group

Total Compensation Components

Base Salary

Benefits and Perquisites

Employees in Canada:

Employees in the United States:

Bonuses

Stock Options

Compensation Risk Assessment and Mitigation

Performance Graph

Option-Based Awards

Summary Compensation Table

Currencies

3.2 Incentive Plan Awards

Outstanding Option-Based Awards

3.3 Executive Stock Ownership Requirement

3.4 Stock Option Plan

Unallocated Entitlements

3.5 Pension Plan Benefits

3.6 Termination and Change of Control Benefits

SECTION 4 DIRECTOR COMPENSATION

4.1 Independent Directors – Retainers, Fees and Other Compensation

4.2 Director Summary Compensation Table

4.3 Director Fees – Breakdown

4.4 2022 Stock Option Grants to Independent Directors

4.5 Directors Outstanding Option-Based Awards

4.6 Incentive Plan Awards – Value Vested or Earned during the Year

SECTION 5 EQUITY COMPENSATION PLANS

Equity Compensation Plan Information as at December 31, 2022

Annual Burn Rate Under Equity Compensation Plans

SECTION 6 STATEMENT OF CORPORATE GOVERNANCE PRACTICES

6.1 General

6.2 Board of Directors

Lead Director

Other Reporting Issuer Directorships

In-Camera Sessions of the Independent Directors

2022 Board and Committee Meeting Attendance

Mandate of the Board

Position Descriptions

Orientation and Continuing Education of Board Members

Measures to Encourage Ethical Business Conduct

Director Skills and Experience

Diversity Policy

Board Term Limits

Nomination of Board Members

6.3 Board Committees and Committee Composition

6.4 Assessment of Directors, the Board and Board Committees

SECTION 7 OTHER INFORMATION

7.1 Indebtedness of Directors, Executive Officers and Employees

ACT Energy Technologies Ltd. Proxy Solicitation & Information Statement 2023