Birchcliff Energy Ltd. — Proxy Solicitation & Information Statement 2020

Apr 1, 2020

BIRCHCLIFF ENERGY LTD.

==> picture [97 x 18] intentionally omitted <==

8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

Fold

Form of Proxy - Annual and Special Meeting to be held on Thursday, May 14, 2020

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

1. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

2. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

3. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

1. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

2. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

3. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Fold

Proxies submitted must be received by 3:00 p.m., Mountain Daylight Time, on Tuesday, May 12, 2020

VOTE USING THE TELEPHONE, INTERNET OR FAX 24 HOURS A DAY 7 DAYS A WEEK!

==> picture [25 x 32] intentionally omitted <==

==> picture [35 x 32] intentionally omitted <==

To Vote Using the Telephone

To Vote Using the Internet

• Call the number listed BELOW from a touch tone telephone.

• Go to the following web site: www.investorvote.com

• 1-866-732-VOTE (8683) Toll Free

• Smartphone? Scan the QR code to vote now.

If you vote by telephone, by the Internet or by fax, DO NOT mail back this proxy.

==> picture [43 x 43] intentionally omitted <==

==> picture [33 x 30] intentionally omitted <==

To Vote by Fax

• Complete, sign and date the reverse hereof.

• Forward it by fax to 1-866-249-7775 for calls within Canada and the U.S. There is NO CHARGE for this call.

• Forward it by fax to 416-263-9524 for calls outside Canada and the U.S.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail, by Internet or by fax are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the three voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

01KSNB

Fold

Appointment of Proxyholder

I/We being holder(s) of common shares of Birchcliff Energy Ltd. (the “Corporation” ) Print the name of the person you are hereby appoint(s): A. Jeffery Tonken , President and Chief Executive Officer OR appointing if this person is someone and the Chairman of the Board of Directors of the Corporation, or failing him, other than the Management Nominees Bruno P. Geremia , Vice-President and Chief Financial Officer of the Corporation listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following directions (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual and Special Meeting of shareholders (the “ Meeting ”) of Birchcliff Energy Ltd. to be held at the offices of the Corporation, Suite 1000, 600 - 3rd Avenue S.W., Calgary, Alberta on Thursday, May 14, 2020 at 3:00 p.m. (Mountain Daylight Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

										For	Against
1. Fix the Number of Directors
To fx the number of directors of the Corporation		to be elected at the Meeting atfve.
2. Election of Directors
	For		Withhold				For	Withhold		For	Withhold	Fold
01. Dennis A. Dawson						02. Debra A. Gerlach			03. Stacey E. McDonald
04. James W. Surbey						05. A. Jeffery Tonken
										For	Withhold
3. Appointment of Auditors
To appointKPMG LLP,Chartered Professional Accountants, as of the Corporation, and to authorize the board of directors to fx						the auditors of the Corporation, to hold offce until the close of the next annual meeting of shareholders their remuneration as such.
										For	Against

4. Approval of Unallocated Stock Options

To pass an ordinary resolution, the full text of which is set forth in the information circular of the Corporation dated March 25, 2020, approving all unallocated stock options under the Corporation’s stock option plan.

Signature(s) Date Authorized Signature(s) – This section must be completed for your instructions to be executed. I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are MM / DD / YY indicated above, this Proxy will be voted as recommended by Management.

Interim Financial Statements – Mark this box if you Annual Financial Statements – Mark this box if would like to receive Interim Financial Statements and you would NOT like to receive the Annual Financial accompanying Management’s Discussion and Analysis Statements and accompanying Management’s Discussion by mail. and Analysis by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

B F Y Q

A R 2

2 9 4 1 2 5

01KSOC