Birchcliff Energy Ltd. — Proxy Solicitation & Information Statement 2023

Mar 31, 2023

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BIRCHCLIFF ENERGY LTD .

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual and special meeting (the “ Meeting ”) of the holders (“ Shareholders ”) of common shares (“ Common Shares ”) of Birchcliff Energy Ltd. (the “ Corporation ”) will be held at 3:00 p.m. (Mountain Daylight Time) on Thursday, May 11, 2023 in the McMurray Room at the Calgary Petroleum Club, 319 – 5[th] Avenue S.W., Calgary, Alberta, for the following purposes:

1. to receive the annual audited financial statements of the Corporation for the financial year ended December 31, 2022 and the auditor’s report thereon;

2. to fix the number of directors of the Corporation to be elected at the Meeting at five;

3. to elect the directors of the Corporation;

4. to appoint the auditors of the Corporation and to authorize the board of directors of the Corporation to fix their remuneration as such;

5. to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution approving all unallocated stock options under the Corporation’s stock option plan; and

6. to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the information circular accompanying this notice.

A Shareholder may attend the Meeting in person or may be represented by proxy. Registered Shareholders who are unable to attend the Meeting, or any adjournment or postponement thereof, in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment or postponement thereof. To be effective, the enclosed form of proxy must be dated, signed and deposited with the Corporation’s registrar and transfer agent, Computershare Trust Company of Canada, Attention: Proxy Department, 8[th] Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1. Registered Shareholders may also use the internet at www.investorvote.com or the telephone at 1-866-732-8683 to vote their Common Shares. Registered Shareholders voting through the internet or by telephone will be prompted to enter the 15-digit control number found on the form of proxy. In order to be valid and acted upon at the Meeting, proxies and votes must be received by Computershare Trust Company of Canada no later than 3:00 p.m. (Mountain Daylight Time) on Tuesday, May 9, 2023, or if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjourned or postponed Meeting.

Only Shareholders of record as of the close of business on March 22, 2023 (the “ Record Date ”) are entitled to receive notice of and to vote at the Meeting, provided that if a Shareholder has transferred the ownership of any of his or her Common Shares after the Record Date and the transferee of those Common Shares produces properly endorsed Common Share certificates or otherwise establishes that he or she owns the Common Shares and demands, not later than 10 days before the Meeting, that his or her name be included in the list of Shareholders before the Meeting, then the transferee shall be entitled to vote such Common Shares at the Meeting.

DATED at the City of Calgary, in the Province of Alberta, this 27[th] day of March, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “ A. Jeffery Tonken ”

Chief Executive Officer and Chairman of the Board of Directors