Cardinal Energy Ltd. — Proxy Solicitation & Information Statement 2022

Apr 7, 2022

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NOTICE OF ANNUAL AND SPECIAL MEETING

NOTICE is hereby given that the annual and special meeting of the shareholders of Cardinal Energy Ltd. will be held in our office at 600, 400 – 3[rd] Avenue S.W., Calgary Alberta at 10:00 a.m. (Calgary time) on Friday, May 13, 2022 to:

1. receive and consider our financial statements for the year ended December 31, 2021, together with the report of the auditors thereon;

2. fix the number of directors to be elected at the meeting at five members;

3. elect five directors;

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

5. consider a non-binding advisory resolution on our approach to executive compensation;

6. consider and, if thought fit, approve an ordinary resolution to approve common shares issuable pursuant to unallocated awards under our bonus award incentive plan;

7. consider and, if thought fit, approve a special resolution to reduce the stated capital of our common shares; and

8. transact such other business as may properly be brought before the meeting or any adjournment thereof.

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

Only shareholders of record at the close of business on April 1, 2022, will be entitled to vote at the meeting, unless that shareholder has transferred any shares subsequent to that date and the transferee shareholder, not later than 10 days before the meeting, establishes ownership of the shares and demands that the transferee's name be included on the list of shareholders entitled to vote at the meeting.

We intend to hold the meeting in person. However, due to ongoing concerns about the COVID-19 pandemic, we remain mindful of the well-being of our shareholders and their families, our industry partners, other stakeholders and the communities in which we operate and we encourage shareholders not to attend the meeting in person. Subject our by-laws, attendance in person at the meeting will be restricted to essential personnel and registered shareholders and proxyholders entitled to attend and vote at the meeting; no external guests will be allowed to attend. We will comply with applicable public health guidelines and, in addition, we may prohibit or impose restrictions on in person attendance.

2022 Information Circular – Proxy Statement

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As always, we encourage shareholders to vote their common shares prior to the meeting by following the instructions under the heading " Voting Matters " in the accompanying information circular – proxy statement.

DATED at Calgary, Alberta this 25[th] day of March, 2022.

BY ORDER OF OUR BOARD OF DIRECTORS

(signed) " M. Scott Ratushny "

M. Scott Ratushny Chair and Chief Executive Officer

2022 Information Circular – Proxy Statement