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INFORMATION CIRCULAR – PROXY STATEMENT

DATED March 26, 2025

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WWW.CARDINALENERGY.CA

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WHO WE ARE

Cardinal is a Canadian oil and natural gas company with operations focused on low decline oil in Western Canada.

Cardinal differentiates itself from its peers by having one of the lowest decline conventional asset base in Western Canada. We have recently announced the commencement of our first thermal steam assisted gravity oil development project which will increase our long-term sustainability.

We are publicly traded on the Toronto Stock Exchange (TSX: CJ). Find out more about us on our website www.cardinalenergy.ca .

WHAT'S INSIDE

Letter to Shareholders	3
Notice of Annual and Special Meeting	5
Voting Matters	7
Matters to be Acted Upon at the Meeting	12
Director Compensation	26
Corporate Governance	30
Shareholder Engagement	45
Executive Compensation	45
Ownership Guidelines	68
Other Matters Coming Before the Meeting	69
Interest of Certain Persons or Companies in Matters
to be Acted Upon	69
Interest of Informed Persons and Others in Material
Transactions	70
Auditors, Transfer Agent and Registrar	70
Additional Information	70
Appendix "A" – Board Mandate
Appendix "B" – Advisory Statements

PROXY SUMMARY

The following summary highlights some of the important information you will find in this information circular – proxy statement. We recommend you read the entire information circular before voting.

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For More
Board Vote
Voting Matters Information
Recommendation
See Page
Fixing the Number of Directors For 12
Election of Directors For 13
Appointment of Auditors For 23
Advisory Vote on Executive Compensation For 23
Matters Relating to Our Bonus Award Incentive Plan For 24
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2025 Information Circular – Proxy Statement

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LETTER TO SHAREHOLDERS

March 26, 2025

Dear Fellow Shareholder,

On behalf of the board of directors and management of Cardinal Energy Ltd., we hope you will join us at our annual and special shareholders meeting on May 9, 2025 at 10:00 a.m. (Calgary time) in a virtual only format that will be conducted via live webcast accessible at https://web.lumiagm.com/262217469 .

2024 Actions

In 2024, our focus was to continue to maintain a strong financial position, maintain production, operate our business in a responsible manner and continue with our shareholder returns. We also continue to strive to improve and extend our sustainability through our first thermal steam assisted gravity oil development ("SAGD") project in Reford Saskatchewan.

As demonstrated below, we are proud to have achieved all of these goals.

We have maintained a strong financial position with prudent financial management and a disciplined approach to capital allocation. Our 2024 exit net debt was $138.3 million, an increase of $54.6 million over the prior year. The increase in net debt was forecasted during the year with a planned active drilling program combined with the ramp-up of the SAGD project. As at year end, we were drawn 31% on our current $275 million credit facility. Our net debt to adjusted funds flow ratio remained low at 0.5 x . See " Appendix "B" – Advisories – Non-GAAP and Other Specified Financial Measures ".
Average production for 2024 was 21,776 boe/d, slightly higher than the same period in 2023 while our fourth quarter 2024 production was slightly below the same period in 2023 to average 21,916 boe/d . See " Appendix "B" – Advisories – Oil and Gas Advisories " and " Appendix "B" – Advisories – Supplemental Information Regarding Product Types ".
Our planned 6,000 bbl/d SAGD project at Reford, Saskatchewan remains on schedule and on budget with completion of the initial development phase expected prior to the end of fiscal 2025.
Our strong corporate emissions performance continued into 2024 with ongoing carbon dioxide ("CO2") sequestration in Saskatchewan and further implementation of projects aimed at reducing emissions from our operations across Alberta. Through our carbon capture and sequestration ("CCS") enhanced oil recovery ("EOR") operation at Midale, we sequestered approximately 181,000 tonnes of CO2 equivalent in 2024. To date, the Midale CCS EOR project has sequestered over 5.8 million tonnes of CO2 equivalent and has reduced oil production decline rates from this project to approximately 3%. In 2024, we continued our commitment to responsible, sustainable operations spending $10.2 million towards asset retirement obligations ("ARO"). Cardinal participated in the abandonment 55 wells, 128 kilometers of pipelines, and one facility during 2024. During the year Cardinal also received 55 reclamation certificates. These liability reduction activities, and associated spending, exceeded all regulatory requirements for the year.

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In 2024, we continued with our shareholder returns with our monthly dividend at $0.06 per common share per month. In total $115.9 million was directed to shareholder returns through dividends.
We’re excited to share that we were recognized as part of the TSX30 for 2024. The TSX30 recognizes the thirty top-performing companies on the Toronto Stock Exchange over the prior three-year period.

The Board and Governance

This year we are adding Connie Shevkenek to the slate of proposed nominees. Ms. Shevkenek is currently our Vice President, Engineering and is retiring effective May 9, 2025. We are very pleased to have her join our board.

Attending the Meeting

This year, the meeting will be held in a virtual-only format conducted via live webcast. By attending the virtual meeting, shareholders and duly appointed proxyholders will be able to hear the meeting live, submit questions and vote their shares on all items of business while the meeting is being held. While shareholders and duly appointed proxyholders will not be able to attend the meeting in person, they will have an equal opportunity to participate at the meeting and vote on the resolutions. Detailed instructions about how to participate in the meeting can be found in the accompanying information circular – proxy statement.

Your Vote Counts

Your vote is important to us. We encourage you to ensure your vote is recorded by returning the signed form of proxy or vote via our internet option. If your common shares are not registered in your name and are held in the name of a nominee, you may wish to consult the information in the accompanying information circular – proxy statement for information on how to vote your common shares.

On behalf of our board and management of Cardinal, we thank you for your ongoing support and confidence.

Sincerely,

(signed) " M. Scott Ratushny "

M. Scott Ratushny Chair and Chief Executive Officer

2025 Information Circular – Proxy Statement

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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 on May 9, 2025 at 10:00 a.m. (Calgary time) in a virtual only format that will be conducted via live webcast accessible at https://web.lumiagm.com/262217469 to:

receive and consider our financial statements for the year ended December 31, 2024, together with the report of the auditors thereon;
fix the number of directors to be elected at the meeting at six members;
elect six directors;
appoint the auditors and authorize the directors to fix their remuneration as such;
consider a non-binding advisory resolution on our approach to executive compensation;
consider and, if thought fit, approve an ordinary resolution to approve common shares issuable pursuant to unallocated awards under our bonus award incentive plan; and
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 – proxy statement accompanying this notice.

Only shareholders of record at the close of business on March 21, 2025, 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.

The meeting will be held in a virtual-only format conducted via webcast. While our shareholders and duly appointed proxyholders will not be able to attend the meeting in person, regardless of geographic location and ownership, you will have an equal opportunity to participate at the meeting and vote on the matters to be considered at the meeting. Our registered shareholders may attend the meeting in person (virtually) or may be represented by proxy. If you are unable to attend the meeting or any adjournments or postponements thereof in person (virtually), we request that you date, sign and return the enclosed form of proxy for use at the meeting or any adjournment or postponement thereof. A proxy will not be valid unless it is deposited with Odyssey Trust Company, Trader’s Bank Building, 702 67 Yonge Street, Toronto Ontario M5E 1J8 (Attention: Proxy Department), by email to [email protected], by facsimile at (800) 517-4553 (if outside North America) or by internet at https://vote.odysseytrust.com no less than 48 hours (excluding Saturdays, Sundays and statutory holidays in Alberta) before the time for holding the meeting or any adjournment or postponement thereof. All instructions are listed in the enclosed form of proxy. To vote through the internet you will require your control number found on your proxy form.

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As a shareholder of Cardinal, it is very important that you read our management information circular dated March 26, 2025 and other meeting materials carefully. They contain important information with respect to voting your shares and attending and participating at the meeting.

DATED at Calgary, Alberta this 26[th] day of March, 2025.

BY ORDER OF OUR BOARD OF DIRECTORS

(signed) " M. Scott Ratushny "

M. Scott Ratushny Chair and Chief Executive Officer

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INFORMATION CIRCULAR – PROXY STATEMENT DATED MARCH 26, 2025 FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 9, 2025

VOTING MATTERS

Solicitation of Proxies

This information circular – proxy statement is furnished in connection with the solicitation of proxies for use at the annual and special meeting of our shareholders to be held virtually at https://web.lumiagm.com/262217469 on May 9, 2025 at 10:00 a.m. (Calgary time) and any adjournment or postponement thereof.

Advice to Beneficial Holders of Common Shares

The information set forth in this section is of significant importance to you if you do not hold your common shares in your own name. Only proxies deposited by shareholders whose names appear on our records as the registered holders of common shares can be recognized and acted upon at the meeting. If your common shares are listed in your account statement provided by your broker, then, in almost all cases, those common shares will not be registered in your name on our records. Such common shares will likely be registered under the name of your broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co., the registration name for The CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms. Common shares held by your broker or their nominee can only be voted upon your instructions. Without specific instructions, your broker or their nominee is prohibited from voting your shares.

Applicable regulatory policy requires your broker to seek voting instructions from you in advance of the meeting. Every broker has its own mailing procedures and provides its own return instructions, which you should carefully follow in order to ensure that your shares are voted at the meeting. Often, the form of proxy supplied by your broker is identical to the form of proxy provided to registered shareholders. However, its purpose is limited to instructing the registered shareholder how to vote on your behalf. The majority of brokers now delegate responsibility for obtaining instructions from clients to a mailing/tabulating agent who mails a scannable voting instruction form in lieu of the form of proxy. You are asked to complete and return the voting instruction form to them by mail or facsimile. Alternatively, you can use their website or call their toll-free telephone number to instruct them how to vote your shares. They then tabulate the results of all instructions received and provide appropriate instructions respecting the voting of shares to be represented at the meeting. If you receive a voting instruction form from a mailing/tabulating agent, it cannot be used as a proxy to vote shares directly at the meeting as it must be returned to the mailing/tabulating agent well in advance of the meeting in order to have the shares voted.

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If you are a beneficial holder and wish to vote at the meeting, you must insert your own name in the space provided on the voting instruction form sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder, as described below in Step 2. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary. Please also see further instructions on accessing and voting at the virtual meeting under the heading " How to Participate at the Meeting " below.

Registering your proxyholder is an additional step to be completed AFTER you have submitted the voting instruction form to your intermediary. Failure to register your proxyholder will result in the proxyholder not receiving a username that is required to vote at the meeting.

Step 1: Submit the voting instruction form: To appoint someone other than the individuals named in the voting instruction form as proxyholder, insert that person's name in the blank space provided in the voting instruction form (if permitted) and follow the instructions for submitting such voting instruction form. This must be completed before registering such proxyholder, which is an additional step to be completed once you have submitted the voting instruction form.

Step 2: Register your proxyholder: To register a third-party proxyholder, you must email [email protected] at least 48 hours prior to the time of the meeting or any adjournment or postponement thereof and provide Odyssey Trust Company with the required proxyholder contact information so that Odyssey Trust Company may provide the proxyholder with a username via email.

WITHOUT A USERNAME, PROXYHOLDERS WILL NOT BE ABLE TO VOTE AT THE MEETING BUT WILL BE ABLE TO PARTICIPATE AS GUESTS.

Notice-and-Access

We have elected to use the "notice-and-access" provisions under National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer for the meeting in respect of the mailing of our meeting materials, annual financial statements and management's discussion and analysis to the non-registered holders of our common shares but not to the registered holders of our common shares. The notice-and-access provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to shareholders by allowing a reporting issuer to post its meeting materials and information circular and related materials online.

We have also elected to use procedures known as "stratification" in relation to our use of the notice-andaccess provisions. Stratification occurs when we, while using the notice-and-access provisions, provide a paper copy of our notice of meeting and information circular and, if applicable, a paper copy of our financial statements and related management's discussion and analysis, to some but not all of our shareholders. In relation to the meeting, our registered shareholders will receive a paper copy of the notice of meeting, this information circular, a form of proxy and our financial statements and related management's discussion and analysis whereas non-registered holders of our common shares will receive a notice-and-access notification and a voting instruction form. In addition, a paper copy of the notice of meeting, this information circular, a form of proxy and our financial statements and related management's

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discussion and analysis will be mailed to those shareholders who do not hold their common shares in their own name but who have previously requested to receive paper copies of these materials.

We will be delivering proxy-related materials to non-objecting beneficial owners of our common shares directly with the assistance of Broadridge. We intend to pay for intermediaries to deliver proxy-related materials to objecting beneficial owners of our common shares.

Appointment and Revocation of Proxies by Registered Shareholders

Accompanying this information circular – proxy statement is a form of proxy for our registered shareholders. The persons named in the enclosed form of proxy are our officers. You have a choice of voting in person (virtually) at the meeting or by proxy on the internet, by mail, by email or by facsimile by using the form of proxy provided to appoint the officers named therein or any other person (who need not be a shareholder) to attend (virtually) and act on your behalf at the meeting. If you vote by proxy on the internet, by mail, by email or by facsimile in advance of the meeting, your vote will be counted, whether or not you attend the meeting.

To exercise your right to appoint another person (who need not be a shareholder) other than the management designees named on the enclosed form of proxy to attend (virtually) and act on your behalf at the meeting, you should strike out the names of the management designees in the enclosed form of proxy and insert the name of the desired representative in the blank space provided or submit another appropriate form of proxy. The instrument appointing a proxy must be in writing and must be executed by you or your attorney authorized in writing or, if you are a corporation, under your corporate seal or by a duly authorized officer or attorney of the corporation.

Completed forms of proxy must be received by our transfer agent and registrar, Odyssey Trust Company, no later than 48 hours prior to the time of the meeting or any adjournment or postponement thereof.

The persons named in the enclosed instrument of proxy are our officers. As a registered shareholder you have the right to appoint a person or company, who need not be a shareholder, to represent you at the meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the instrument of proxy and strike out the other name.

You may vote in one of the following ways: (i) by internet, at the website indicated on the proxy form, for which the control number which is noted on the proxy form will be required; (ii) by mailing a complete, signed and dated form of proxy using the enclosed return envelope or an envelope addressed to the address indicated on the proxy form; (iii) by facsimile, by sending a complete, signed and dated form of proxy to 1-800-517-4553 (toll-free in North America); (iv) by email, by sending a complete, signed and dated form of proxy to [email protected]; or (v) in person (virtually) at the meeting wherein the form of proxy does not need to be completed or returned in advance of the meeting.

The following applies to you if you wish to appoint as proxyholder individuals other than those named in the proxy.

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If you wish to appoint as your proxyholders individuals other than those named in the proxy to attend (virtually) and participate in the meeting and vote your common shares, you MUST submit your proxies appointing such individuals as proxyholders AND register such proxyholders online, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy. Failure to register the proxyholder will result in the proxyholder not receiving a username that is required to vote at the meeting.

Step 1: Submit your proxy: To appoint someone other than the individuals named in the proxy as proxyholder, insert that person's name in the blank space provided in the proxy and follow the instructions for submitting such proxy. This must be completed before registering such proxyholder, which is an additional step to be completed once you have submitted your proxy.

In addition to revocation in any other manner permitted by law, you may revoke a proxy: (a) by accessing the meeting by following the instructions under the heading " How to Participate at the Meeting " below and voting your shares during the designated time; (b) by instrument in writing executed by you or your attorney authorized in writing or if you are a corporation, under your corporate seal or by an officer or attorney thereof, duly authorized, indicating the capacity under which such officer or attorney is signing and deposited at our head office, at any time up to and including the last business day preceding the day of the meeting, or any adjournment or postponement thereof, at which the proxy is to be used; or (c) by a duly executed and deposited proxy as provided herein bearing a later date or time than the date or time of the proxy being revoked.

Persons Making the Solicitation

This solicitation is made on behalf of our management . We will bear the costs incurred in the preparation and mailing of the form of proxy, notice of annual and special meeting and this information circular – proxy statement. In addition to mailing forms of proxy, proxies may be solicited by personal interviews, or by other means of communication, by our directors, officers and employees who will not be remunerated therefor.

Exercise of Discretion by Proxy

The common shares represented by an effective form of proxy in favour of management nominees will be voted or withheld from voting on any poll at the meeting. Where you specify a choice with respect to any matter to be acted upon, the shares will be voted on any poll in accordance with the specification so made. If you do not provide instructions, your shares will be voted in favour of the matters to be acted upon as set out herein. The persons appointed under the form of proxy, which we have furnished, are conferred with discretionary authority with respect to amendments or variations of those matters specified in the form of proxy and notice of annual and special meeting and with respect to any other

2025 Information Circular – Proxy Statement

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matters which may properly be brought before the meeting or any adjournment or postponement thereof. At the time of printing this information circular – proxy statement, we know of no such amendment, variation or other matter.

If you attend the meeting (virtually) and are eligible to vote, you can vote on any amendments, variations or other matters that properly come before the meeting in accordance with your wishes. If you are voting by proxy, the persons named in the form of proxy will have discretionary authority to vote on any such amendments, variations or other matters that may properly come before the meeting, as he or she sees fit for each item of business at the meeting. We may utilize the Broadridge QuickvoteTM service to assist beneficial holders with voting their shares over the telephone.

How to Participate at the Meeting

The meeting is being held in a virtual, audio only, webcast format. Our registered shareholders and duly appointed proxyholders may only attend and participate in the meeting virtually via live audio webcast, including by asking questions during the question and answer session and voting online, provided they follow the instructions herein and as provided by their brokers, as applicable.

Our registered shareholders and duly appointed proxyholders who participate by attending online will be able to listen to the proceedings of the meeting, ask questions and vote during the specified times, provided they remain connected to the internet.
If you are a beneficial holder and wish to vote your shares online during the meeting, you must follow the instructions above under " Advice to Beneficial Holders of Common Shares ". Beneficial holders who have not duly appointed themselves as proxyholders may still attend the meeting as guests but will not be able to vote.
Guests, including beneficial holders who have not duly appointed themselves as proxyholder, will be able to login and listen to the proceedings of the meeting but will not be able to vote.
Attendees can log in to the meeting online at https://web.lumiagm.com/262217469 . The latest versions of Chrome, Safari, Microsoft Edge or Firefox will be needed. We recommend that you log in at least 30 minutes before the meeting starts. You should allow ample time to log in to the meeting to check compatibility and complete the related procedures.
For our registered shareholders and duly appointed proxyholders, select "I have a Control Number/Username" and enter your control number or username and the password "cardinal2025" (case sensitive).

OR

o Click "I am a guest" and then complete the online form to access the meeting.

For our registered shareholders: The control number located on the form of proxy or in the email notification delivered for the meeting is the control number to log in to the meeting.

For duly-appointed proxyholders: Odyssey Trust Company will provide the proxyholder with a username by email after the proxy voting deadline has passed provided that the proxyholder has been duly appointed and registered as described in this information circular – proxy statement.

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If you attend the meeting online, it is important to remain connected to the internet at all times in order to vote when the balloting commences. It is your responsibility to ensure internet connectivity is maintained for the duration of the meeting.

How to obtain paper copies of our meeting materials

Registered and beneficial shareholders can ask for free paper copies of this information circular – proxy statement and the proxy form or voting information form to be sent to them by mail. If you have any questions about the notice and access provisions or would like to request paper copies of the materials for the meeting, please contact our transfer agent, Odyssey Trust Company at 1-888-290-1175.

Or request free paper copies from us at:

600, 400 – 3[rd] Avenue S.W., Calgary Alberta T2P 4H2 Email: [email protected]

Voting Shares and Principal Holders Thereof

We are authorized to issue an unlimited number of common shares and an unlimited number of preferred shares, without nominal or par value. As at March 21, 2025 there were 159,760,912 common shares and no preferred shares issued and outstanding. As a holder of common shares, you are entitled to one vote for each common share you own.

To the knowledge of our directors and officers, as at March 21, 2025 no person or company beneficially owned, or controlled or directed, directly or indirectly, more than 10% of our common shares, other than as set forth below:

Name	Number of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly(1)	Percentage of Our Issued and Outstanding Common Shares
N. Murray Edwards	25,534,000	16.0%

Note:

(1) Based on information filed on SEDI as of March 21, 2025.

MATTERS TO BE ACTED UPON AT THE MEETING

Fixing the Number of Directors

Unless otherwise directed, it is the intention of management to vote proxies in the accompanying form in favour of fixing the number of directors to be elected at the meeting at six.

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Election of Directors

Management is soliciting proxies, in the accompanying form of proxy, for an ordinary resolution in favour of the election as directors of the six nominees set forth below:

M. Scott Ratushny Stephanie Sterling John A. Brussa John Festival John Gordon Connie Shevkenek

Each director so elected will hold office until the next annual meeting of our shareholders or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated in accordance with our articles or by-laws.

Voting for Election of Directors

Voting for the election of directors will be conducted on an individual, and not a slate, basis. The individual voting results will be published by news release and on SEDAR+ at www.sedarplus.ca after the meeting. The individual voting results will be reviewed by our Corporate Governance and Compensation Committee and will be considered as part of the committee's overall review and assessment of the nominees recommended to shareholders at our next annual meeting of shareholders.

Our board of directors has also adopted a majority voting policy, which provides that if a nominee for election as a director receives a greater number of votes "withheld" than votes "for" at a meeting of our shareholders, such nominee will offer his or her resignation as a director to our board of directors promptly following the meeting of shareholders at which the director was elected.

In most cases, our board will accept the offer of resignation. Our Corporate Governance and Compensation Committee can, however, recommend retaining the director when there are extenuating circumstances. The committee will consider all relevant factors, including, without limitation, why shareholders withheld votes, the director's length of service and qualifications, contributions to us and attendance at previous meetings, the current mix of skills and attributes of the directors on our board; the impact with respect to covenants in our agreements or plans, if any; and legal requirements, policies or guidelines (regulatory, securities or corporate laws, or stock exchange rules) for director numbers and qualifications. In any case, we will disclose the board's decision, including an explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the tendered resignation, in a press release within 90 days of the meeting. The nominee will not participate in any committee or board deliberations on the resignation offer. The policy does not apply in circumstances involving contested director elections.

Management recommends that shareholders vote FOR the election of each of these nominees. The persons named in the enclosed form of proxy intend to vote FOR the election of each of these nominees unless the shareholder specifies authority to do so is withheld.

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Management does not contemplate that any of such nominees will be unable to serve as a director. However, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, the management designees, if named as proxy, reserve the right to vote for any other nominee in their sole discretion unless the shareholder has specified in his or her proxy that his or her common shares are to be withheld from voting on the election of directors. Each director so elected will hold office until the next annual meeting of our shareholders or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated in accordance with our articles or by-laws.

Proposed Directors

For each person proposed to be nominated for election as a director, the following table sets forth their name, place of residence, age (at December 31, 2024), the year in which they became a director, a brief biography, their membership on committees of our board, their attendance at board and committee meetings during 2024, the common shares and other securities beneficially owned, controlled or directed (directly or indirectly) by them and the votes for and withheld for their election at our last annual meeting of shareholders, as applicable. This information is based partly on our records and partly on information received by us from the nominees.

M. SCOTT RATUSHNY Mr. Ratushny is our founder and has over 30 years of diverse oil and gas experience Calgary, Alberta and has been involved in the creation, financing and growth of several successful private and public oil and gas companies. He has been our Chair and Chief Executive Chair Officer since May 2011. Prior to founding Cardinal, he was the Chair and Chief Age: 60 Executive Officer of Midway Energy Ltd., a public oil and gas company, from July, Director Since: 2011 2009 to May, 2012. Prior thereto he was the Chair and Chief Executive Officer of Pilot Energy Ltd., a public oil and gas company, from 2004 to January 2008.

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Meetings Total
Board / Committee Memberships in 2024 Attended Attendance
Board (Chair) 5/5 100%
Audit 4/4 (a)
Corporate Governance and Compensation 2/2 (a)
Environmental, Social and Governance [)] 3/3 (a)
Reserves 1/1 100%
Common Shares Bonus Awards
Amount Value [(1)] Amount Value [(2)(3)] Total Value [(4) ]
Cardinal Securities Held as at: (#) ($) (#) ($) ($)
March 26, 2025 4,268,256 28,170,490 452,571 2,986,969 31,157,458
March 27, 2024 4,074,145 28,844,947 346,656 2,454,324 31,299,271
Voting Results from last Shareholders Meeting Votes For Votes Withheld Total Votes Cast
Number of Votes 40,947,459 6,176,183 47,123,642
Percentage of Votes 86.89% 13.11% 100%
Other Public Directorships
None
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Note:

(a) As our Chair, Mr. Ratushny attends all committee meetings whether or not he is a member of the particular committee .

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STEPHANIE STERLING Ms. Sterling is a retired senior executive with Shell Canada with over 25 years' Calgary, Alberta experience in engineering, large project start-up and operations, governance, joint venture negotiations and relationships, risk management, business development and Lead Director strategic planning. She has served as General Manager for Non-Technical Risk Age: 57 Integration, Community and Indigenous Relations for Shell in Canada, USA and Latin Director Since: 2017 America where she was responsible for integrating risk management into new projects. She also served as the Vice President Business and Joint Ventures for Shell's Heavy Oil business, where she was responsible for the joint venture governance, commercial negotiations and relationships for two significant joint ventures: the Athabasca Oil Sands Project among Shell, Chevron and Marathon; and the AERA joint venture in California between Shell and Exxon. Ms. Sterling has also been a director of the Alberta Petroleum Marketing Commission, a Crown board, since July 2017 and is the Chair of the Audit Committee of the Alberta Petroleum Marketing Commission and a director of Cabin Ridge Project Limited, a private coal mining company, since April, 2020. She previously served on the board of Riversdale Resources Limited, a private coal development company from 2017 to 2019. Ms. Sterling holds a Bachelor of Science (Mechanical Engineering) degree, an MBA from the University of Alberta, and the ICD.D designation from the Institute of Corporate Directors.

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Meetings Total
Board / Committee Memberships in 2024 Attended Attendance
Board (Lead Director) 5/5 100%
Audit 4/4 100%
Corporate Governance & Compensation (Chair) 2/2 100%
Environmental, Social and Governance (Chair) 3/3 100%
Reserves 1/1 100%
Common Shares Bonus Awards
Amount Value [(1)] Amount Value [(2)] Total Value [(4) ]
Cardinal Securities Held as at: (#) ($) (#) ($) ($)
March 26, 2025 316,254 2,087,276 44,014 290,492 2,377,769
March 27, 2024 304,800 2,157,984 41,816 296,057 2,454,041
Voting Results from last Shareholder Meeting Votes For Votes Withheld Total Votes Cast
Number of Votes 44,333,806 2,789,836 47,123,642
Percentage of Votes 94.08% 5.92% 100%
Other Public Directorships
None
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2025 Information Circular – Proxy Statement

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JOHN BRUSSA Calgary, Alberta Independent Director Age: 67 Director Since: 2012

Mr. Brussa is Chair of the Calgary-based energy law firm of Burnet, Duckworth & Palmer LLP and has been a partner of the firm since 1987, specializing in the area of taxation. He has been a director of Cardinal since it was founded in 2012. He served on his first public oil and gas board in 1990 and currently serves on the board of directors for a number of energy and energy related companies. Mr. Brussa brings a wealth of experience and stewarding of both private and public companies through continued industry evolution and growth, and provides key strategic direction for managing operational strategy, hedging, legal aspects, tax implications and corporate governance.

Mr. Brussa holds a Bachelor of Arts degree in History and Economics and a Bachelor of Laws degree. He is a past governor of the Canadian Tax Foundation and a Gold Medalist (Law) from the University of Windsor.

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Meetings Total
Board / Committee Memberships in 2024 Attended Attendance
Board 5/5 100%
Audit 4/4 (a)
Corporate Governance and Compensation 2/2 100%
Environmental, Social and Governance 3/3 100%
Reserves 1/1 (a)
Common Shares Bonus Awards
Amount Value [(1)] Amount Value [(2)(3)] Total Value [(4) ]
Cardinal Securities Held as at: (#) ($) (#) ($) ($)
March 26, 2025 4,380,225 28,909,485 44,014 290,492 29,199,977
March 27, 2024 4,181,271 29,603,399 41,816 296,057 29,899,456
Voting Results from last Shareholders Meeting Votes For Votes Withheld Total Votes Cast
Number of Votes 39,297,185 7,826,457 47,123,642
Percentage of Votes 83.39% 16.61%% 100%
Other Public Directorships
Crown Capital Partners Inc.
Coelacanth Energy Inc.
CVW CleanTech Inc.
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Note:

(a) Represents attendance at committee meeting as a non-member. All of our directors ordinarily also attend committee meetings and are provided with committee materials regardless of whether they are a member of the committee.

2025 Information Circular – Proxy Statement

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JOHN FESTIVAL Mr. Festival's principal occupation is the Chief Executive Officer of Broadview Energy Calgary, Alberta Ltd. ("Broadview Energy"), a private Saskatchewan thermal development company, a position he has held since 2019. Independent Director Mr. Festival graduated from the University of Saskatchewan with a Bachelor of Age: 63 Science in Chemical Engineering. He spent the next 38 years in the oil industry of Director Since: 2023 western Canada working mainly in the areas of primary heavy oil and thermal oil production with a focus on creating shareholder value. He was the Chief Executive Officer and a director of BlackRock Ventures Inc. from 1999 to 2006 when it was sold to Shell Canada. He was then Chief Executive Officer and a director of BlackPearl Resources Inc. until 2018 when it was merged with International Petroleum Corporation. Mr. Festival is also currently a director of Advantage Energy Ltd. and Athabasca Oil Corporation.

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Meetings Total
Board / Committee Memberships in 2024 Attended Attendance
Board 5/5 100%
Audit 4/4 100%
Corporate Governance and Compensation 1/2 (a)
Environmental, Social and Governance 3/3 100%
Reserves (Chair) 1/1 100%
Common Shares Bonus Awards
Amount Value [(1)] Amount Value [(2)(3)] Total Value [(4) ]
Cardinal Securities Held as at: (#) ($) (#) ($) ($)
March 26, 2025 443,075 2,294,298 36,510 240,966 3,165,261
March 27, 2024 314,304 2,225,272 20,700 146,556 2,371,828
Voting Results from last Shareholders Meeting Votes For Votes Withheld Total Votes Cast
Number of Votes 39,922,387 7,201,255 47,123,642
Percentage of Votes 84.72% 15.28% 100%
Other Public Directorships
Advantage Energy Ltd.
Athabasca Oil Corporation
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Note:

(a) Represents attendance as a non-member. All of our directors ordinarily also attend committee meetings and are provided with committee materials regardless of whether they are a member of the committee.

2025 Information Circular – Proxy Statement

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JOHN GORDON Mr. Gordon's principal occupation is a Corporate Director. Mr. Gordon is currently a
Calgary, Alberta director of Topaz Energy Corp. and the Chair of its Audit Committee.
Mr. Gordon served as the Canadian Managing Partner, Quality and Risk
Independent Director
Management, the Canadian Managing Partner, Audit and the Calgary Office
Age: 68
Managing Partner for KPMG LLP prior to his retirement in 2018. Mr. Gordon has
Director Since: 2022
extensive experience in providing audit and other services to public oil and gas
companies.
Mr. Gordon is a Chartered Professional Accountant (FCPA), a Chartered Financial
Analyst (CFA) charter holder, and is a graduate of the University of Saskatchewan.
Mr. Gordon serves on the Board of the CAMH Foundation and the University of
Calgary Properties Group and is an active member of the Institute of Corporate
Directors.
Mr. Gordon has more than 30 years of experience in a variety of industries, including
the energy sector.
Meetings Total
Board / Committee Memberships in 2024/ Committee Memberships in 2024 Committee Memberships in 2024ps in 2024s in 2024 Attended Attendance
Board 5/5 100%
Audit (Chair) 4/4 100%
Corporate Governance and Compensation 2/2 100%
Environmental, Social and Governance 3/3 (a)
Reserves 1/1 /1 1 (a)
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Meetings Total
Board / Committee Memberships in 2024/ Committee Memberships in 2024 Committee Memberships in 2024ps in 2024s in 2024 Attended Attendance
Board 5/5 100%
Audit (Chair) 4/4 100%
Corporate Governance and Compensation 2/2 100%
Environmental, Social and Governance 3/3 (a)
Reserves 1/1 /1 1 (a)
Common Shares Bonus Awards
Amount Value [(1)] Amount Value [(2)(3)] Total Value [(4) ]
Cardinal Securities Held as at: (#) ($) (#) ($) ($)
March 26, 2025 88,014 580,892 44,014 290,492 871,385
March 27, 2024 71,210 504,167 52,104 368,896 873,063
Voting Results from last Shareholders Meeting Votes For Votes Withheld Total Votes Cast
Number of Votes 46,543,117 580,525 47,123,642
Percentage of Votes 98.77% 1.23% 100%
Other Public Directorships
Topaz Energy Corp.
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Note:

2025 Information Circular – Proxy Statement

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CONNIE SHEVKENEK Ms. Shevkenek is currently our Vice President, Engineering and is retiring effective May
Calgary, Alberta 9, 2025.
Ms. Shevkenek joined Cardinal in 2014 as Manager of Engineering and became Vice
Nominee
President, Engineering in 2016. Ms. Shevkenek has in excess of 30 years of oil and gas
Age: 60
experience with a focus on reserve and acquisition evaluations having worked with
Director Since: N/A
public and growth-oriented private operating companies, private equity and with an
independent reserves evaluator. She has also been involved with production
operations, exploitation of assets, business development and liability management.
Meetings Total
Board / Committee Memberships in 2024 Attended Attendance
N/A
Common Shares Bonus Awards [(5) ]
Amount Value [(1)] Amount Value [(2)] Total Value [(4) ]
Cardinal Securities Held as at: (#) ($) (#) ($) ($)
March 26, 2025 399,222 2,634,865 42,471 671,570 3,306,435
Voting Results from last Shareholder Meeting Votes For Votes Withheld Total Votes Cast
N/A
Other Public Directorships
None
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Notes:

(1) The 2025 value of the common shares was calculated by multiplying the number of common shares by the closing price of the common shares on the Toronto Stock Exchange on March 26, 2025 ($6.60). The 2024 value of the common shares was calculated by multiplying the number of common shares by the closing price of the common shares on the Toronto Stock Exchange on March 27, 2024 ($7.08). The calculated value assumes a payout multiplier of 1.0x for performance bonus awards granted to Mr. Ratushny.
(2) The 2025 value of the bonus awards was calculated by multiplying the number of bonus awards by the closing price of the common shares on the Toronto Stock Exchange on March 26, 2025 ($6.60). The 2024 value of the bonus awards was calculated by multiplying the number of bonus awards by the closing price of the common shares on the Toronto Stock Exchange on March 27, 2024 ($7.08). The calculated value assumes a payout multiplier of 1.0x for performance bonus awards granted to Mr. Ratushny.
(3) The value of bonus awards granted under our bonus award incentive plan are adjusted for dividend payments if not previously paid in cash. For the first half of 2024, we settled all dividend entitlements on outstanding bonus awards, regardless of whether the bonus award had vested, in cash on a quarterly basis. Effective July 1, 2024, we elected to temporarily discontinue this practise. The calculated value of the bonus awards presented has not been adjusted for dividends.
(4) Does not include 7.75% senior subordinated unsecured debentures ("Initial Debentures"), 8.25% senior subordinated unsecured debentures ("Second Series Debentures") and common share purchase warrants, each of which entitles the holder to acquire one common share at an exercise price of $7.00, subject to adjustment, for the period commencing on January 3, 2025 to January 3, 2028 ("Warrants") held directly or indirectly by the nominees (or their spouses) as follows: (i) Mr. Ratushny: $750,000 principal amount of Initial Debentures, 48,750 Warrants and $100,000 principal amount of Second Series Debentures; (ii) Ms. Sterling: $500,000 principal amount of Initial Debentures and 32,500 Warrants; (iii) Mr. Brussa: $700,000 principal amount of Initial Debentures, 45,500 Warrants and $550,000 principal amount of Second Series Debentures; (iv) Mr. Festival: $500,000 principal amount of Initial Debentures and 32,500 Warrants; (v) Mr. Gordon: $100,000 principal amount of Initial Debentures and 6,500 Warrants; and (vi) Ms. Shevkenek: $250,000 principal amount of Initial Debentures, 16,250 Warrants and $100,000 principal amount of Second Series Debentures.
(5) Does not include 59,282 performance bonus awards held by Ms. Shevkenek that will be cancelled upon Ms. Shevkenek joining our Board.

2025 Information Circular – Proxy Statement

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(6) We have imposed share ownership guidelines for all of our directors and executive officers. See " Ownership Guidelines ".

Experience and Background of Proposed Directors

Our Corporate Governance and Compensation Committee seeks to recruit candidates who reflect a diversity of skills, experience and perspectives which are relevant to our business. The committee has established the following "skills matrix" outlining the skills and experience which they believe are required by the members of our board of directors.

	Skills Matrix
*Executive Leadership*	Experience as a CEO or equivalent is believed to provide the most effective counsel to management, as well as critical oversight on behalf of stakeholders.
*Enterprise Risk Assessment*	Board or executive experience in evaluating and managing risks in the oil and natural gas business is sought to assist our board in understanding and assessing the risks and opportunities faced by us.
*Value Creation*	Board or executive experience in evaluating and executing on, value creation opportunities through acquisitions, divestitures, mergers or developmental opportunities is critical to our board's ability to effectively fulfill its oversight responsibilities relating to our corporate strategy and ultimate value creation.
*Environmental, Social, and Governance*	Board or management experience with or knowledge of, risks and opportunities related to a broad range of environment and climate-related and other environmental compliance and sustainability issues such as emissions, water use, waste reduction, land and energy use and workplace health and safety in the oil and gas industry are important since such experience assists our board in more effectively carrying out compliance oversight responsibilities and to support our commitment to managing and operating in a safe, efficient, environmentally responsible manner in association with our industry partners and to continually improving our environmental, health, safety and social performance.
*Operations*	As all of our business is derived from oil and natural gas operations, we seek candidates who possess a solid understanding of our industry and its operations.
*Reserves and Resource Evaluation*	Board experience with, or management responsibility for, oil and natural gas reserve and resource evaluation and reporting is critical to assist our board to carry out its oversight responsibilities of the evaluation of our reserves and resources.
*Compensation and Human Resources*	Compensation and human resource skills and experience assist our board in fulfilling its responsibility to ensure that we maintain effective incentive programs which attract, motivate and retain top talent, while at the same time reinforcing strategic priorities.
*Accounting & Finance*	Financial literacy in reading financial statements, financial accounting and
	operational accounting experience as well as corporate finance knowledge and
	experience usually from senior accounting and financial management, audit firm
	background or banking experience are valued in order to enable our board to
	oversee management's handling of financial and financial reporting matters,
	including by: critically assessing our financial performance and projections;
	understanding our critical accounting policies, as well as technical issues relevant
	to the external audit; and evaluating the robustness of our internal controls.

2025 Information Circular – Proxy Statement

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*Legal, Regulatory and Governmental*	A broad understanding of corporate, securities, land tenure and oil and natural gas law, regulatory regimes in Western Canada and governmental royalty, incentive and taxation policies usually through management experience or a legal background are important since such experiences assist our board in more effectively carrying out its compliance oversight responsibilities and support our board in understanding the regulatory trends shaping the oil and gas industry and assessing our strategic response to such trends.
*Corporate Governance*	A broad understanding of good corporate governance usually through experience
	as a board member or as a senior executive officer is valued in light of the
	competing demands of stakeholders and the increasingly complex governance
	environment in which public companies operate.

The following table outlines the experience and background of, but not necessarily the technical expertise of, the individual nominees of our board based on information provided by such individuals:

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Name
John A. Brussa � � � - - - � - � �
John Festival � � � � � � � � � �
John Gordon � � � � � - � � � �
M. Scott Ratushny � � � � � � � - � �
Connie Shevkenek �� - ��
Stephanie Sterling � � � � � � � � � �
Total 6/6 6/6 6/6 5/6 5/6 4/6 6/6 3/6 6/6 6/6
Executive Leadership Enterprise Risk Assessment Value Creation Environmental, Social, and Governance Operations Reserves and Resource Evaluation Accounting & Finance Corporate Governance
Compensation and Human Resources Legal, Regulatory and Governmental
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Additional Disclosure Relating to Proposed Directors

To the knowledge of our directors and executive officers, other than as provided below, no proposed director is, as of the date hereof, or was within ten years before the date hereof, a director, chief executive officer or chief financial officer of any company (including us), that was subject to a cease trade order (including a management cease trade order), an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days that was issued while the director was acting in the capacity as director, chief executive officer or chief financial officer or was subject to such an order that was issued after the director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

2025 Information Circular – Proxy Statement

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To the knowledge of our directors and executive officers, other than as provided below, no proposed director is, as of the date hereof, or has been within the ten years before the date hereof, a director or executive officer of any company (including us) that, while that 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 or has, within the ten years before the date hereof, 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 director, executive officer or shareholder.

Messrs. Brussa and Ratushny were directors of Enseco Energy Services Corp. ("Enseco"), a public oilfield service company, which was placed in receivership on October 14, 2015 and, in connection therewith, a receiver was appointed under the Bankruptcy and Insolvency Act (Canada). Messrs. Brussa and Ratushny resigned as directors of Enseco on October 14, 2015. On December 21, 2015 Enseco was assigned into bankruptcy by the receiver.

Mr. Brussa was a director of Argent Energy Ltd. which was the administrator of Argent Energy Trust. On February 17, 2016, Argent Trust and its Canadian and United States holding companies (collectively "Argent") commenced proceedings under the Companies' Creditors Arrangement Act ("CCAA") for a stay of proceedings until March 19, 2016. On the same date, Argent filed voluntary petitions for relief under Chapter 15 of the United States Bankruptcy Code ("Chapter 15"). On March 9, 2016, the stay of proceedings under the CCAA was extended until May 17, 2016. Additionally on March 10, 2016 the U.S. Bankruptcy Court approved an order recognizing the CCAA as the foreign main proceedings under Chapter 15. Mr. Brussa resigned on June 30, 2016.

Mr. Brussa resigned as a director of Twin Butte Energy Ltd. ("Twin Butte") on September 1, 2016. On September 1, 2016, the senior lenders of Twin Butte (the "Senior Lenders") made an application to the Court of Queen's Bench of Alberta (the "Court") to appoint a receiver and manager over the assets, undertakings and property of Twin Butte under the Bankruptcy and Insolvency Act (Canada) and trading in the common shares of Twin Butte was suspended by the Toronto Stock Exchange. On September 1, 2016, the Senior Lenders were granted a receivership order by the Court.

Mr. Brussa was a director of Virginia Hills Oil Corp. ("VHO"), a TSX-V listed oil and gas company. On February 13, 2017, VHO received a demand notice and notice of intention to enforce security from its lenders and agreed to consent to the early enforcement of the lenders' security and the appointment of a receiver over all of the current and future assets, undertakings and properties of VHO. The receiver was appointed on February 13, 2017. Mr. Brussa resigned as a director of VHO on February 24, 2017.

Except as otherwise disclosed herein, no proposed director 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 any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

2025 Information Circular – Proxy Statement

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On June 30, 2005 the United States Securities and Exchange Commission ("SEC") issued a settlement order relating to certain administrative proceedings involving a number of parties including KPMG LLP and Mr. Gordon, a former partner of KPMG LLP. The SEC alleged that during the years 1999 to 2002, Mr. Gordon, while a partner at KPMG LLP, knew, in his role as concurring and reviewing audit partner, that certain accounting services were being provided by KPMG LLP to an SEC registrant, while KPMG LLP were also serving as auditors to the same registrant. KPMG received $60,148 in aggregate fees from the audit and bookkeeping services it performed for this registrant during this period. Under the terms of the settlement with the SEC, Mr. Gordon agreed not to appear or practice as an accountant before the SEC, with respect to SEC registrants, for a period of nine months, after which time, he was automatically reinstated.

Appointment of Auditors

Our board recommends the appointment of the firm of KPMG LLP, Independent Registered Chartered Professional Accountants, as our auditors, to hold office until the next annual meeting of our shareholders. Our board will also be authorized to set the fees paid to KPMG LLP.

KPMG LLP has acted as our auditors since our formation. Our audit committee has assessed the performance of KPMG LLP as our auditors and concluded that KPMG LLP was providing the necessary services and the quality thereof was sufficient to maintain KPMG LLP as our recommended auditors.

The following table provides information about the fees billed to us for professional services rendered by KPMG LLP during fiscal 2023 and 2024:

Year Audit Fees(1) ($) Audit-Related Fees (2) ($) Tax Fees(3) ($) All Other Fees(4) ($)	Year Audit Fees(1) ($) Audit-Related Fees (2) ($) Tax Fees(3) ($) All Other Fees(4) ($)	Year Audit Fees(1) ($) Audit-Related Fees (2) ($) Tax Fees(3) ($) All Other Fees(4) ($)	Year Audit Fees(1) ($) Audit-Related Fees (2) ($) Tax Fees(3) ($) All Other Fees(4) ($)	Year Audit Fees(1) ($) Audit-Related Fees (2) ($) Tax Fees(3) ($) All Other Fees(4) ($)
2023 353,100 96,300 4,280 -
2024	363,000	97,200	12,530	64,200

Notes:

(1) Audit fees consist of fees for the audit of our annual financial statements or services that are normally provided in connection with statutory and regulatory filings or engagements.

(2) Audit related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported as audit fees.

(3) Tax fees include tax compliance, tax advice, tax planning and compilation of tax returns.

(4) All other fees relate to the filing of our base shelf prospectus.

Advisory Vote on Executive Compensation

The underlying principle for executive compensation throughout our company is "pay-for-performance". We believe that this philosophy achieves the goal of attracting and retaining excellent employees and executive officers, while rewarding the demonstrated behaviors that reinforce our values and help us to deliver on our corporate objectives.

2025 Information Circular – Proxy Statement

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Our board believes that shareholders should have the opportunity to fully understand the objectives, philosophy and principles that guide the executive compensation-related decisions made by our Corporate Governance and Compensation Committee. Shareholders are encouraged to review the " Executive Compensation " section of this information circular – proxy statement, which discusses our compensation philosophy and approach to executive compensation, what our named executive officers are paid, and how their respective levels of compensation are determined.

Our board is committed to open and transparent communication with our shareholders. We have a formal shareholder engagement policy a copy is available on our website. We encourage you to engage with us on our approach to compensation and with any related questions you may have. Shareholders may contact our Lead Director by mail at our head office at 600, 400 – 3rd Avenue S.W., Calgary Alberta T2P 4H2, if they wish to share their view on executive compensation with our board of directors.

To acknowledge shareholder interest in determining compensation, we have an annual "say on pay" advisory vote, which is a non-binding shareholder advisory vote on executive compensation. This provides shareholders with a formal opportunity to provide their views on our board's approach to executive compensation.

At last year's annual shareholders meeting, we received 94.62% support on our say-on-pay vote. This was a slight decrease from the 96.23% in support from the year prior and we remain committed to actively soliciting shareholder feedback on our approach to compensation and this advisory vote is an important part of the ongoing process of engagement between the shareholders and our board.

As this is an advisory vote, the results will not be binding upon the board. However, our board will consider the outcome of the vote, along with feedback received from shareholders, as part of its ongoing review of executive compensation.

At the meeting, shareholders will be asked to vote on the following resolution:

" BE IT RESOLVED , on an advisory basis and not to diminish the role and responsibilities of the board of directors of Cardinal Energy Ltd. (the "Corporation"), that the shareholders accept the approach to executive compensation disclosed in the information circular – proxy statement of the Corporation dated March 26, 2025."

Our board of directors recommends that shareholders vote FOR the non-binding advisory resolution regarding our approach to executive compensation. The persons named in the enclosed form of proxy intend to vote FOR the ordinary resolution unless the shareholder specifies otherwise.

Matters Relating to Our Bonus Award Incentive Plan

Approval of Unallocated Bonus Awards

Our bonus award incentive plan currently forms the primary basis of our long-term incentive compensation program. The bonus award incentive plan was last approved by our shareholders at our annual and special meeting held on May 13, 2022. For further information on the plan terms, see " Bonus Award Incentive Plan " below.

2025 Information Circular – Proxy Statement

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Pursuant to the rules of the Toronto Stock Exchange, all unallocated rights, options or other entitlements under a "security based compensation arrangement" which does not have a fixed maximum number of securities issuable thereunder must be approved by an issuer's directors and equity securityholders every three years. As our bonus award incentive plan was last approved on May 13, 2022, shareholders are being asked at the meeting to consider an ordinary resolution to approve common shares issuable pursuant to unallocated awards under our bonus award incentive plan for a further three year term. If the ordinary resolution is passed at the meeting, we will be required to seek similar approval from our shareholders on the next renewal date being no later than May 9, 2028.

Incentive-based compensation is an integral component of our compensation package. Our bonus award incentive plan is intended to maintain our competitiveness within the Canadian oil and gas industry to facilitate the achievement of our long-term goals. In addition, our bonus award incentive plan is intended to promote a proprietary interest in us by and to encourage our directors, officers, employees and others service providers to put forth maximum efforts for the success of our affairs and to focus our management on operating and financial performance and long-term total shareholder return. This will provide an additional benefit for participants to contribute to our future success and prosperity.

Our Corporate Governance and Compensation Committee is responsible for determining the allocation of bonus awards between restricted and performance bonus awards. Our current practice is to allocate 75% of the bonus awards granted to our Chief Executive Officer and our other officers as performance bonus awards. As a result, a significant portion of the bonus awards granted to the named executive officers are in the form of performance bonus awards. The balance of our employees do not receive performance bonus awards.

The performance bonus awards, through the payout multiplier, provide a direct link between corporate performance and the level of payout received. Our Corporate Governance and Compensation Committee believes that the pay for performance orientation of the performance bonus awards is aligned with shareholder interests. If threshold performance is not met, the payout multiplier will be 0x and no payouts will be made under the awards. Our independent non-management directors are not entitled to receive performance bonus awards under our bonus award incentive plan.

The terms of the bonus award incentive plan provide that we have, in our sole and absolute discretion, the option of settling the value of the notional common shares underlying a bonus award, by any of the following methods or by a combination of such methods: (i) payment in common shares issued from treasury; (ii) payment in cash; or (iii) payment in common shares acquired in the market. If the proposed shareholder approval is not obtained at the meeting, we will no longer be able to issue common shares from treasury to settle the award value of any unallocated bonus awards, being those which have not been granted as of May 9, 2025. Bonus awards granted prior to this date will continue to be unaffected by the approval or disapproval of the subject resolution. In the absence of approval by our shareholders at the meeting, we will be forced to settle bonus awards granted in the future under our bonus award incentive plan either in cash or by common shares acquired in the market. In either event, if we were required to settle such bonus awards in this fashion, our cash flow could be unavailable for other purposes such as funding our ongoing capital expenditure program and/or returning capital to shareholders.

2025 Information Circular – Proxy Statement

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As of March 26, 2025, there were an aggregate of 3.2 million bonus awards outstanding, representing 2.0% of our issued and outstanding common shares on that date, leaving approximately 4.9 million common shares (representing 3.0% of our issued and outstanding common shares on that date) reserved and available for issuance pursuant to the settlement of bonus awards that may be granted in the future (assumes a payout multiplier of 1x for the performance based bonus awards).

Form of Resolution and Approval Requirement

At the meeting, shareholders will be asked to consider and, if thought fit, to pass an ordinary resolution in the form set forth below in connection with the bonus award incentive plan:

" BE IT RESOLVED as an ordinary resolution of the shareholders of Cardinal Energy Ltd. (the "Corporation") that:

All common shares which may be issuable pursuant to unallocated bonus awards under the Corporation's Bonus Award Incentive Plan are hereby approved and authorized until May 9, 2028; and
any director or officer of the Corporation is authorized and directed to do all such things and execute all such documents and instruments as may be necessary or desirable to give effect to the foregoing resolution."

In order to be passed, the above ordinary resolution must be approved by a majority of the aggregate votes cast by shareholders at the meeting.

Our board unanimously recommends that shareholders vote FOR the resolution. The persons named in the enclosed form of proxy intend to vote FOR the ordinary resolution unless the shareholder specifies otherwise.

DIRECTOR COMPENSATION

Director Compensation

Our board of directors, through the Corporate Governance and Compensation Committee, is responsible for the development and implementation of a compensation plan for our directors who are not also officers. We do not pay any compensation to officers for acting as a director. For information concerning the compensation paid to Mr. Ratushny who is also our Chair and Chief Executive Officer, see " Executive Compensation ".

The main objectives of our compensation plan for directors are to attract and retain the services of the most qualified individuals and to compensate the directors in a manner that is commensurate with the risks and responsibilities assumed in board and committee membership and at a level that is similar to the compensation paid to directors of a peer group of oil and gas companies. In addition, our philosophy of using compensation to foster a culture of ownership also extends to our director compensation policies. Our board of directors believes it is important that directors demonstrate their commitment to our stewardship through share ownership.

2025 Information Circular – Proxy Statement

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The total compensation structure for non-employee directors for 2024 consisted of an annual board retainer and an annual equity award of bonus awards provided under our bonus award incentive plan to certain of our directors. We have the option of settling the award value payable in respect of a bonus award by: (i) payment in cash based on the fair market value of our common shares; or (ii) payment in common shares acquired in the market; (iii) payment in common shares issued from treasury; or (iv) a combination of the above. As a result, the bonus awards have the same upside and downside risk as the value of our common shares.

Fees and Retainers

Each of our directors receive a fixed annual retainer of $50,000. We do not pay committee or meeting fees. Our directors are also reimbursed for miscellaneous out-of-pocket expenses in carrying out their duties as directors.

Incentive Awards

Our directors also typically receive an annual grant of bonus awards under our bonus award incentive plan valued up to a maximum of $150,000 for each non-management director. Bonus awards vest equally over three years from the date of grant and expire on December 15 on the third year following the year of grant. Although our bonus award incentive plan allows us to issue performance bonus awards under the plan, our non-management directors are not eligible to receive performance bonus awards.

In March of 2024, we approved the grant of 21,576 bonus awards to each of our independent directors, other than Mr. Festival, under our bonus award incentive plan. We did not grant Mr. Festival any bonus awards in 2024 because we approved the grant of 20,700 bonus awards under our bonus award incentive plan to Mr. Festival when he joined our board on November 6, 2023.

The value of bonus awards granted under our bonus award incentive plan are adjusted for dividend payments if not previously paid in cash. For the first half of 2024, we settled all dividend entitlements on outstanding bonus awards, regardless of whether the bonus award had vested, in cash on a quarterly basis. Effective July 1, 2024, we elected to temporarily discontinue this practise.

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Directors' Summary Compensation Table

The following table sets forth, for the year ended December 31, 2024, information concerning the compensation paid to our non-management directors in 2024. No option-based awards were granted to our directors in 2024.

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Dividend Adjustments on
Share-based awards Share-based awards Paid in
Fees earned (1)(2)(3) Cash [(3)] Total
Name ($) ($) ($) ($)
John A. Brussa [(4)] 50,000 148,874 26,204 225,078
John Festival 50,000 - 9,936 59,936
John Gordon 50,000 148,874 25,042 223,916
Stephanie Sterling 50,000 148,874 26,204 225,078
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Notes:

(1) Represents 21,576 bonus awards granted to John Brussa, John Gordon and Stephanie Sterling in March of 2024 pursuant to our restricted bonus award incentive plan. Bonus awards vest equally over three years from the date of grant and expire on December 15 on the third year following the year of grant. The fair value of the bonus awards has been calculated based on the value of our common shares at the grant date. The weighted average market price of our common shares used to value the bonus awards granted was $6.90. These amounts are not necessarily reflective of actual amounts that may be realized on settlement.
(2) We did not grant Mr. Festival any bonus awards in 2024 because we approved the grant of 20,700 bonus awards under our bonus award incentive plan to Mr. Festival when he joined our board on November 6, 2023.
(3) The value of bonus awards granted under our bonus award incentive plan are adjusted for dividend payments if not previously paid in cash. For the first half of 2024, we settled all dividend entitlements on outstanding bonus awards, regardless of whether the bonus award had vested, in cash on a quarterly basis. Effective July 1, 2024, we elected to temporarily discontinue this practise. The calculated value of the bonus awards presented has not been adjusted for dividends.
(4) Mr. Brussa is Chair of the law firm Burnet, Duckworth & Palmer LLP, which also receives fees for the provision of legal services to us.

Directors' Outstanding Share-Based Awards

The following tables sets forth all share-based awards outstanding at the end of the year ended December 31, 2024 for each of our non-management directors. Our directors do not hold any option-based awards.

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Estimated payout value of share-based awards that have not
vested [(1)(2)(3)]
Name ($)
John A. Brussa 270,968
John Festival 89,424
John Gordon 270,968
Stephanie Sterling 270,968
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Notes:

(1) Represents bonus awards which had not been settled by December 31, 2024. The bonus awards are settled equally over three years from the date of grant and expire on December 15 on the third year following the year of grant. The value of the bonus award may be settled in cash, common shares or a combination thereof at our discretion.
(2) Calculated by multiplying the number of bonus awards held by the closing market price of our common shares at December 31, 2024 ($6.48). These amounts are not necessarily reflective of actual amounts that may be realized on settlement.
(3) The value of bonus awards granted under our bonus award incentive plan are adjusted for dividend payments if not previously paid in cash. For the first half of 2024, we settled all dividend entitlements on outstanding bonus awards, regardless of whether the bonus award had vested, in cash on a quarterly basis. Effective July 1, 2024, we elected to temporarily discontinue this practise. The calculated value of the bonus awards presented has not been adjusted for dividends.

Directors' Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth for each of our non-management directors, the value of share-based awards, which vested and were paid during the year ended December 31, 2024. We did not have a nonequity incentive compensation plan in 2024 for our directors and our directors did not hold any optionbased awards during the year ended December 31, 2024.

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Number of Share-based awards Share-based awards – Value vested
vested during the year [(1) ] during the year [ (2)(3)(4) ]
Name (#) ($)
John A. Brussa 33,653 238,263
John Festival 6,900 43,194
John Gordon 23,608 206,429
Stephanie Sterling 33,653 238,263
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Notes:

(1) Includes bonus awards granted to our directors in the past three years.
(2) Represents the sum of the value of bonus awards settled during the year ended December 31, 2024. The value of the bonus awards is based on the market price of our common shares on payment date multiplied by the number of common shares issued in satisfaction of the bonus award.
(3) The value of bonus awards granted under our bonus award incentive plan are adjusted for dividend payments if not previously paid in cash. For the first half of 2024, we settled all dividend entitlements on outstanding bonus awards, regardless of whether the bonus award had vested, in cash on a quarterly basis. Effective July 1, 2024, we elected to temporarily discontinue this practise. The calculated value of the bonus awards presented has not been adjusted for dividends.
(4) The majority of the bonus awards held by our directors that vested during the year were settled through the issuance of common shares from treasury and not through common shares held by our independent trust.

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CORPORATE GOVERNANCE

General

Our board is committed to fostering a healthy governance culture at our company. We believe that such culture requires that our directors be aware of both internal corporate and external developments that may affect our business and affairs and that an atmosphere of open communication, trust, candour, healthy debate and constructive dissent be part of the corporate decision making and directorial oversight process.

As members of an experienced board, our directors are cognizant that they have statutory and fiduciary obligations to act honestly and in good faith with a view to our best interests and those of our stakeholders. They also have a duty of care in making decisions, including a duty to be properly informed so they can perform the tasks their positions entail. Our board demands that these standards be met by its members at all times. Our board believes that its principled approach to corporate governance meets these standards.

Strategic Planning Oversight

In conjunction with our annual budget approval process, our board considers and reviews our overall strategy and engages in extensive discussions with management regarding enterprise risk management, corporate opportunities, operational and financial matters and strategic objectives. Throughout the year, our board oversees our development and progress in the execution of the strategy. In addition to the ongoing strategic planning and review process, the board addresses emerging strategic issues as they arise throughout the year.

Enterprise Risk Management

Our board has responsibility for the oversight of management's identification and evaluation of our principal risks and the implementation of policies, processes and systems to manage or mitigate the risks to achieve an appropriate balance between the risks incurred and potential benefits to our stakeholders.

Our board reviews risks through regular updates from management regarding the risks and opportunities identified by management and the enterprise risk management processes and systems in place to manage and mitigate risks, and through the execution of the duties of the various committees which have been delegated responsibilities with regard to the board's oversight over our enterprise risk management policies, processes and systems, as well as through the strategic planning process.

Environmental, Social and Governance

We remain focused on creating, enhancing and delivering value to our shareholders. One way we seek to protect value is by better understanding, disclosing and managing our environmental and social impacts. In recognition of the importance of clear board oversight and risk management for ESG matters, we have established a dedicated Environmental, Social and Governance Committee of our board.

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Our policies relating to health and safety management, environmental management and asset and infrastructure integrity management outline performance objectives, procedures and accountabilities. Our system includes the monitoring of emissions and other contaminants including greenhouse gas ("GHG”) emissions, spills and safety incidents, the investigation of all such events and comprehensive training and awareness for all employees. All spills and incidents are recorded and reported as required by applicable law and the learnings applied to corrective and preventative action.

Our environmental management system addresses all significant aspects of environmental performance for existing and new assets and aims to meet or exceed regulatory requirements. It includes:

A comprehensive environmental assessment process for new wells and pipelines.
Emissions tracking processes to calculate and report volumes from production and energy consumption and indirect emissions from the electricity we consume.
Water management processes that manage surface run-off from facilities, and diversion licenses for fresh water, and track the volume and proportion of all fresh and non-potable water used in producing oil and gas.
A prompt and effective spill reporting, response and clean-up process.
Waste management processes to address safe storage, transportation and disposal of waste.
Procedures to minimize the environmental footprint of operations.
A site closure program to complete well abandonment and decommissioning, remediate operating sites and achieve final site reclamation.

ESG Highlights

The following highlights represent our actions, activities, programs, initiatives and responses to select issues that are of interest to our stakeholders and our business. They demonstrate our ability to manage risks and capture opportunities.

Continuous Safety Commitment, Advancing our Safety Culture

We strive for an injury-free workplace for our employees and contractors, and we promote a safety culture through systems, processes and continued learning to mitigate risks. Safety is a core element across the organization and is kept top-of-mind in everything we do.

Our approach to maintaining safe and reliable operations starts with our leadership team and is embodied by rigorous health and safety programs with ongoing process and occupational safety improvements. We continuously plan and practice effective responses to unlikely incidents, always prioritizing worker and community safety as well as environmental protection. Our programs and procedures, in combination with the efforts of our safety-conscious personnel, have delivered outstanding safety performance over time. Our lost time and recordable injury frequency performance is strong and we are committed to maintaining, if not further improving this in the future.

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CO2 Sequestration and Emissions Reduction Projects

We are committed to minimizing the amount of GHG emissions associated with our business. During 2024, this included ongoing CO2 sequestration in Saskatchewan. In 2024, we injected and stored approximately 181,000 tonnes of CO2 equivalent in our Midale operation.

Proactive Asset Integrity Program

We have an extensive asset integrity program that ranks assets for spill risk as well as implementing systems for early spill detection. This program includes:

Risk-ranking of all Cardinal pipelines based upon both probability and consequence.
Higher risk infrastructure is identified using technologies such as internal pipeline inspections (smart pigging).
Pipeline right of way surveillance occurs regularly, including drones and aircraft surveillance in more remote areas.
Leak detection technologies are used to identify slow releases and spills at early stages to minimize impact and to enable timely response.
High risk pipelines are replaced, discontinued or abandoned.

Since 2016 we have decommissioned over 1,100 kilometers of pipeline infrastructure.

Retirement of Aging Assets

We continue to be an active operator and participant in the management of future liabilities and ARO. We recognize the importance of timely ARO and disciplined management of inactive assets. Annually, funds are committed to continue with responsible decommissioning, abandonment and reclamation programs. There is a focus on site closure for inactive sites, as well as maintaining these sites in a safe and compliant state in the interim to minimize risk to the public and to the environment. We abandoned 944 operated wells between 2016 and 2024 and focused on decommissioning facilities.

Spill Disclosure and Performance

We comply with applicable regulations by reporting, tracking and cleaning up all spills in compliance with provincial regulations, and by working to prevent spills and minimize their environmental impact. Our asset integrity team follows a comprehensive program that ranks assets for spill risk as well as implements systems for early spill detection. The process involves completing pipeline risk assessments, evaluating leak detection systems and making recommendations for improvements to our operations teams.

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Meaningful Community Engagement, Sponsorships and Volunteerism

All of our operations and assets are in western Canada and are subject to Canadian human rights and labour laws that protect the rights of workers. As a result, human rights and self-determination questions, and a supply chain management system that addresses them, are less of a concern for us than they might be for an international producer in a developing country.

We are actively involved in community engagement to ensure the concerns of communities and landowners relating to our operations are considered prior to undertaking a new development. We are mindful of the importance of Indigenous relations and apply best practices when consultation is necessary.

We believe we and our employees can contribute to the well-being of the communities where we operate by supporting programs in education, health and wellness, arts and culture and other local initiatives. Our community giving program includes a corporate program and a field based program for each business unit. We also have a corporate matching program which allows employees to make an annual donation to the organization of their choice up to a specified amount and have it matched by us.

Ethical Business Conduct

Our board has adopted a code of business conduct and ethics, a copy of which is available for review on our profile on SEDAR+ at www.sedarplus.ca . Our officers and directors are required to confirm his or her understanding, acceptance and compliance of the code. Any reports of variance from the code will be reported to our board.

In November, 2024, we revised our code of business conduct and ethics to confirm that we implement measures to mitigate the likelihood of human rights violations within our supply chains and that we carry out supply chain due diligence in order to meet our reporting requirements pursuant to the Fighting Against Forced Labour and Child Labour in Supply Chains Act . In addition, the code amendments clarify that our directors, officers, employees, contractors and consultants are expected to carry out such mitigative initiatives accordingly and to provide applicable information to us as requested from time to time.

Our board complies with all legal requirements relating to conflicts of interest and related party transactions. Directors must disclose their business and personal relationships with us and other companies or entities they have relationships with. If they have a conflict of interest with a matter to be discussed by our board, they must not participate in any board or committee discussions or vote on the matter. In addition, in certain cases, an independent committee of our board may be formed to deliberate on such matters in the absence of the interested party.

Our audit committee is responsible for reviewing all related party transactions.

Our board has also adopted a whistleblower policy which provides employees, management, officers, directors, contractors, consultants and committee members with the ability to report, on a confidential and anonymous basis, any violations including (but not limited to), criminal conduct, falsification of financial records or unethical conduct. Our board believes that providing a forum for such persons to raise

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concerns about ethical conduct and treating all complaints with the appropriate level of seriousness fosters a culture of ethical conduct. A copy of our policy is available on our website at www.cardinalenergy.ca.

Independence

The role of the Chair of the board is to act in a leadership role, ensuring that the board is functioning independently of management.

Our board of directors has determined that our Chair, Mr. Ratushny is not independent as he is also our Chief Executive Officer. To ensure that our board functions independently of management and that the board is organized properly, functions effectively and meets its obligations and responsibilities, including those matters set forth in the mandate of our board, we have appointed Ms. Sterling as our Lead Director. As Lead Director, Ms. Sterling has responsibility for identifying any issues of independence and conflict, and provides independent leadership to the board. In addition, our Lead Director has the full authority to call board meetings, approve board meeting materials and engage with shareholders.

Directors are considered to be independent if they have no direct or indirect material relationship with us. A "material relationship" is a relationship which could, in the view of our board, be reasonably expected to interfere with the exercise of a director's independent judgment.

Our board has determined that Ms. Shevkenek is not independent as she is our Vice President, Engineering, and after retirement, will have been an executive officer of us within the last three years.

With respect to Mr. Brussa, although the law firm of which he is the Chair provides legal services to us, we have determined that Mr. Brussa is independent and capable of exercising independent judgement after considering, among other things:

that the fees charged by Burnet, Duckworth & Palmer LLP to us are less than 1% of Burnet, Duckworth & Palmers LLP's total income;
his equity interest in Burnet, Duckworth & Palmer LLP;
his common share ownership position and personal financial circumstances; and
the statutory guidance with respect to the meaning of independence contained in National Instrument 58-101 – Disclosure of Corporate Governance Practices .

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Mr. Festival is the CEO of Broadview Energy, a Saskatchewan thermal development company. We acquired certain SAGD assets in Saskatchewan for $10.0 million of Cardinal common shares with associated decommissioning obligations of $0.2 million from Broadview Energy in April of 2023. Broadview Energy, of which Mr. Festival owns approximately 22% of the shares, retained a 2% GORR on any production from the SAGD assets. Mr. Festival was subsequently appointed as a director of us in November 2023. We do not consider the Broadview Energy transaction (including the related GORR) to constitute a "material relationship" which could, in the view of our board, be reasonably expected to interfere with the exercise of Mr. Festival's independent judgment. In making such determination our Board considered, among other things:

Mr. Festival's common share ownership position in Cardinal;
Mr. Festival's personal financial circumstances;
Mr. Festival's experience, including as a director of numerous other public companies;
that the purchase of the subject assets (and the related GORR) was negotiated at arm's length, and prior to Mr. Festival's appointment as a director of Cardinal and there are no ongoing discussions or commercial negotiations related thereto; and
the statutory guidance with respect to the meaning of independence contained in National Instrument 58-101 – Disclosure of Corporate Governance Practices as well as National Instrument 52-110 – Audit Committees .

The status of the board chair and each of our other nominees as independent or not independent, is outlined below.

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Status of Director Nominee
Director Independent Not Independent Reason for Non-Independence
John A. Brussa √
John Festival √
John Gordon √
M. Scott Ratushny √ Chair and Chief Executive Officer
Connie Shevkenek √ Vice President, Engineering
Stephanie Sterling √
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Our independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. However, in accordance with the mandate of our board, our independent directors meet without management at every board meeting, including special meetings and not just regularly scheduled meetings. We follow the same practice at all of our board committee meetings. During our most recently completed financial year, our independent directors have held 15 such meetings.

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Board Interlocks

We do not currently have a formal policy on board interlocks, but it is something that our Corporate Governance and Compensation Committee considers when it is evaluating and recommending candidates to be nominated for election or appointment to the board. A board interlock occurs when two directors also serve together on the board of another reporting issuer. As of the date of this information circular – proxy statement, there are no such board interlocks among our nominees.

The following nominees are presently directors of other issuers that are reporting issuers (or the equivalent):

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Name of Director Name of Other Reporting Issuers
John A. Brussa Crown Capital Partners Inc.
Coelacanth Energy Inc.
CVW CleanTech Inc.
John Festival Advantage Energy Ltd.
Athabasca Oil Corporation
John Gordon Topaz Energy Corp.
M. Scott Ratushny None
Connie Shevkenek None
Stephanie Sterling None
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Board Mandate

Our board, either directly or through its committees, is responsible for the supervision of management of our business and affairs with the objective of enhancing shareholder value. A copy of the mandate of our board is attached as Appendix "A" and is available on our website at www.cardinalenergy.ca .

Board Committees

We have four committees of our board consisting of: an Audit Committee, a Corporate Governance and Compensation Committee, a Reserves Committee and an Environmental, Social and Governance Committee. Our Chair attends all of our committee meetings and each of our other directors also ordinarily attend all of our committee meetings and are provided with committee materials regardless of whether they are a member of the committee.

Set forth below is information with respect to each of the committees of our board and a brief description of their board approved mandate which outlines the roles and responsibilities of the committee. The full text of the mandate of each committee is available on our website at www.cardinalenergy.ca .

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Audit Committee
Current Members All members of the Audit Committee are independent and financially literate.
� John Gordon (Chair)
� John Festival
� Stephanie Sterling
100% independent This committee is required to be composed of at least three individual members
appointed by our board from amongst its members, all of which are to be
independent and financially literate within the meaning of National Instrument -
52-110 - Audit Committees .
Membership changes There were no changes to the composition of the Audit Committee since the last
shareholders meeting.
Mandate In addition to any other duties and authorities delegated to it by the board from
time to time, the Audit Committee's mandate includes, but is not limited to:
� overseeing the work of the external auditors, including resolution of
disagreements between management and the external auditors
regarding financial reporting;
� monitoring, on behalf of the board, the integrity of our internal control
and management systems, including material business risks and
compliance with legal, ethical and regulatory requirements including the
certification process;
� annually reviewing our process for testing our internal controls;
� reviewing our annual and quarterly financial statements and related
management's discussion and analysis prior to their submission to the
board for approval;
� overseeing the engagement of the external auditor and conduct of
external auditor;
� reviewing with external auditors their assessment of our internal
controls and any other observations;
� reviewing and approving all non-audit services performed by the
external auditor, and reviewing the scope and plans of audits and
reviews; and
� establishing procedures related to our whistleblower policy.
A complete copy of the Audit Committee mandate is available on our website at
www.cardinalenergy.ca .
Mandate changes There were no changes to the mandate of the Audit Committee since the last
shareholders meeting.
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For more information relating to the background of the Audit Committee members, see " Biographies of our Directors" above under " Matters to be Acted Upon at the Meeting ".

The audit committee pre-approves all audit and non-audit services performed by our external auditor. For more information relating to the fees billed by our external auditor for audit services in 2023 and 2024, see " Appointment of Auditors" above under " Matters to be Acted Upon at the Meeting" .

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Corporate Governance and Compensation Committee
Current Members Each of the members of the Corporate Governance and Compensation Committee
is independent, unaffiliated and is familiar with corporate governance and
compensation practices.
� Stephanie Sterling (Chair)
� John Brussa
� John Gordon
100% independent This committee is required to be composed of at least three individual members
appointed by our board from amongst its members, a majority of which are to be
independent within the meaning of National Instrument 58-101 - Disclosure of
Corporate Governance Practices .
Membership changes There were no changes to the composition of the Corporate Governance and
Compensation Committee since the last shareholders meeting.
Mandate Our board has delegated to the Corporate Governance and Compensation
Committee responsibility to review matters relating to corporate governance and
our human resource policies and compensation of our directors, officers and
employees. In addition to any other duties and authorities delegated to it by the
board from time to time, the Corporate Governance and Compensation
Committee's mandate includes, but is not limited to:
� facilitating independent functioning of the board;
� reviewing on a periodic basis the mandates of the board and its
committees and recommending to the board such amendments to those
mandates as the committee believes are necessary or desirable;
� reviewing on a periodic basis the composition of the board and taking
reasonable steps to ensure that an appropriate number of independent
directors sit on the board, analyzing the needs of the board and
recommending nominees who meet such needs;
� assessing the effectiveness of the board as a whole, the committees of
the board and the contribution of individual directors, including
considering the appropriate size of the board and, in the committee's
discretion, making recommendations to the board for consideration;
� recommending suitable candidates for nominees for election or
appointment as directors, and recommending the criteria governing the
overall composition of the board and governing the desirable individual
characteristics for directors;
� establishing, reviewing and updating periodically a Code of Conduct and
Code of Ethics for Senior Officers and ensuring that management has
established a system to monitor compliance with these codes;
� reviewing and recommending to the board compensation;
� reviewing the compensation and benefits package for senior
management positions; and
� approving our compensation plans.
A complete copy of the Corporate Governance and Compensation Committee
mandate is available on our website at www.cardinalenergy.ca .
There were no changes to the mandate of the Corporate Governance and
Mandate changes
Compensation Committee since the last shareholders meeting.
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See " Executive Compensation – Compensation Discussion and Analysis " for more information in relation to the role of our Corporate Governance and Compensation Committee in determining executive compensation.

For more information relating to the background of the Corporate Governance and Compensation Committee members, see " Biographies of our Directors " above under " Matters to be Acted Upon at the Meeting" .

Reserves Committee
Current Members	A majority of the members of the Reserves Committee are independent and all are familiar with oil and gas reserve and resource evaluation practices. � John Festival (Chair) � M. Scott Ratushny � Stephanie Sterling
67% independent	This committee is required to be composed of a minimum of three directors appointed by the board, the majority of whom shall meet the independence requirements set forth in National Instrument 51-101 –Standards of Disclosure for Oil and Gas Activities("NI 51-101") and each of whom shall be familiar with oil and gas reserve and resource evaluation practices. In addition, a majority of the members must be independent within the meaning of National Instrument 58-101 -Disclosure of Corporate Governance Practices.
Membership changes	There were no changes to the composition of the Reserves Committee since the last shareholders meeting. Following the meeting, we expect to replace Mr. Ratushny on the committee with Ms. Shevkenek.
Mandate	Our board has delegated to the Reserves Committee responsibility for matters set forth in respect of the responsibilities of the board in relation to NI 51-101. In addition to any other duties and authorities delegated to it by the board from time to time, the Reserves Committee's mandate includes, but is not limited to: � reviewing our procedures relating to the disclosure of information with respect to oil and gas activities including reviewing our procedures for complying with the disclosure requirements and restrictions set forth under regulatory requirements; � meeting with management and the independent evaluating engineers to determine whether any restrictions affect the ability of the evaluating engineers to report on reserves data without reservation and to review the reserves data and the report of the evaluator; � reviewing the appointment of the independent evaluating engineers and, in the case of any proposed change to change the independent evaluator, determine the reason therefor and whether there have been any disputes with management; � making recommendations to the board as to whether to approve the content and filing of certain annual disclosure required under NI 51-101; and � reviewing our procedures for reporting other information associated with oil and gas producing activities including resources. A complete copy of the Reserves Committee mandate is available on our website at_www.cardinalenergy.ca._

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Reserves Committee
There were no changes to the mandate of the Reserves Committee since the last
Mandate changes
shareholders meeting.
Environmental, Social and Governance Committee
All members of the Environmental, Social and Governance Committee are
independent.
Current Members � Stephanie Sterling (Chair)
� John Brussa
� John Festival
This committee is required to be composed of at least three individual members
appointed by our board from amongst its members, a majority of which are to be
100% Independent
independent within the meaning of National Instrument 58-101 - Disclosure of
Corporate Governance Practices .
There were no changes to the composition of the Environmental, Social and
Membership changes
Governance Committee since the last shareholders meeting.
In addition to any other duties and authorities delegated to it by the board from
time to time, the Environmental, Social and Governance Committee's mandate
includes, but is not limited to:
� oversight of our policies, procedures and strategies relating to ESG
matters to assess, consider and manage risks, opportunities and
potential performance improvement relating thereto;
� monitoring and/or review and, if appropriate, make recommendations
to the board on: (a) our business to assist us in conducting our business
in a socially responsible, ethical and transparent manner that includes
engagement, respect and support for the communities in which we work;
and (b) the integration of ESG matters in the development of our
business strategy and financial planning;
� receiving periodic reports from management regarding our initiatives
and opportunities to improve our ESG performance including efforts to
reduce emissions and waste, reduce or substitute energy and water use,
Mandate
minimize land disturbance and our health, safety and environmental
performance including versus established targets if applicable, and
changes in our performance; and
� receiving periodic reports from management regarding management’s
assessment of significant operational risks and exposures with respect to
ESG matters and reviewing and assessing the steps taken by
management to mitigate those risks;
� reviewing the effectiveness of our response to health, safety and
environmental issues, including compliance with applicable legislation,
regulatory requirements and industry standards; and
� considering and reviewing the setting and performance against
appropriate targets (if applicable), benchmarking, procedures and
reporting methods used by us.
A complete copy of the Environmental, Social and Governance Committee
mandate is available on our website at www.cardinalenergy.ca .
There were no changes to the mandate of the Environmental, Social and
Mandate changes
Governance Committee since the last shareholders meeting.
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Committee Composition

The following table outlines the current composition of our board committees.

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Committee Composition
Environmental, Corporate
Social & Governance &
Name of Director Independent Audit Governance Reserves Compensation
John A. Brussa Yes - � - �
John Festival Yes �� Chair -
John Gordon Yes Chair - - �
M. Scott Ratushny [(1)(2) ] No - - � -
Stephanie Sterling Yes � Chair � Chair
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Notes:

(1) Mr. Ratushny is our Chair and Chief Executive Officer.

(2) Following the meeting, we expect to replace Mr. Ratushny on the Reserves Committee with Ms. Shevkenek.

Position Descriptions

Our board has approved written position descriptions or terms of reference for our Chair, Lead Director and the Chair of each of our committees. The board has also developed a written position description for the Chief Executive Officer.

Board Nominations and Diversity Policy

Our Corporate Governance and Compensation Committee has the responsibility for establishing a nomination process and making recommendations to the board with respect to nomination of directors. See " Corporate Governance – Board Committees – Corporate Governance and Compensation Committee " for a summary of the committee's mandate. The Corporate Governance and Compensation Committee annually considers what competencies and skills the board, as a whole, should possess, the competencies and skills the board considers each existing director to possess and the competencies and skills each proposed nominee will bring to the board as well as whether the current directors and any new nominee can devote sufficient time and resources to his or her duties as a member of the board. Directors are selected for their integrity and character, sound and independent business judgement, experience, insight and knowledge of our business and industry and overall business acumen. Each of our directors is expected to have these qualities and to apply sound and reasonable judgement in aiding our board to make thought-out and informed decisions and to counsel our senior management. In seeking nominees, the Corporate Governance and Compensation Committee encourages input from all members of the board and may use the services of professional search firms if required.

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In 2020, we adopted an amended policy regarding board diversity which recognizes the benefits of having a diverse board of directors and that the nomination and appointment of candidates which provides for multiple perspectives, skills, expertise, industry experience and personal characteristics such as age, gender, ethnicity and other distinctions, all contribute to our success. These differences will be considered in determining the optimum composition of the board and when possible will be balanced appropriately. For purposes of board composition, diversity includes, but is not limited to, business experience, geography, age, gender and ethnicity and aboriginal status.

In particular, our policy provides that the board should include women directors. We are committed to a merit based system for board composition within a diverse and inclusive culture which solicits multiple perspectives. When assessing board composition or identifying suitable candidates for appointment or re-election to the board, we will consider candidates on merit against objective criteria having due regard to the benefits of diversity and the needs of the board including the existing level of representation of women on the board.

Our board of directors recognizes the benefits of diversity and has established a minimum continued target of 20% female representation on our board. Of our five current directors, one woman is currently serving on our board, which represents 20% of our directors. With the addition of Ms. Shevkenek to our board, the level of female representation on our board will increase to 33%.

In considering suitable candidates for appointment or re-election to the board and to assist us in maintaining or exceeding our targeted representation, the Corporate Governance and Compensation Committee will:

consider all aspects of diversity to enable the committee to discharge its duties and responsibilities effectively;
assess the skills and backgrounds collectively represented on the board;
consider candidates on merit against objective criteria having due regard to the benefits of diversity on the board; and
engage, as deemed necessary, qualified independent external advisors to identify and assess candidates that meet the board's skills and diversity criteria.

To assess our effectiveness in promoting a diverse board, which includes an appropriate number of female directors, the Corporate Governance and Compensation Committee will review the skills, expertise, experience, independence and background of the board, committees and each of its individual directors to ensure that the composition of the board and committees and the skills and competencies of the members are in line with those that the Corporate Governance and Compensation Committee considers that the board and respective committees should possess. In addition, the Corporate Governance and Compensation Committee will review the number of women considered or brought forward as potential nominees for board positions when the board is looking to add additional members or replace existing members and will take reasonable steps to ensure that women candidates are being fairly considered relative to other candidates by evaluating the skills, knowledge, experience and character of any such women candidates relative to other candidates.

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Any search firm engaged to assist the committee in identifying candidates for appointment to the board will be specifically directed to include diverse candidates generally, and multiple women candidates in particular. The Corporate Governance and Compensation Committee will maintain an "evergreen list" of potential board nominees. In establishing the "evergreen list" the committee will consider the criteria outlined in the skills matrix and board diversity.

In addition, each year the Corporate Governance and Compensation Committee will: (i) assess the effectiveness of the board diversity and term limit policy and related objectives; (ii) monitor and review our progress in achieving our aspirational target for gender diversity; (iii) monitor the implementation of the diversity policy; and (iv) report to the board and recommend any revisions that may be necessary.

Director Term Limits

We do not have a retirement age policy for directors. In addition, our board of directors does not believe that fixed term limits are in the best interests of our Company. Our Corporate Governance and Compensation Committee considers both the term of service of individual directors, the average term of the board as a whole and turnover of directors over the prior three years when proposing a slate of nominees. The committee considers the benefits of regular renewal in the context of the needs of the board at the time and the benefits of the institutional knowledge of the board members.

As at December 31, 2024, our board was comprised of five directors with an average tenure of approximately 5 years.

The tenure of the current directors currently on our board is summarized below:

two of our directors (40%) have been on our board for more than 10 years but less than 15 years;
one of our directors (20%) has been on our board for more than 5 years but less than 10 years;
one of our directors (20%) has been on our board for 2 years; and
one of our directors (20%) has been on our board for less than 2 years.

Board Performance and Development

Board Assessment

Our Corporate Governance and Compensation Committee is responsible for evaluating the effectiveness of the board, its committees and individual directors. Each of our directors periodically complete an evaluation of their own skills and contributions. The directors also provide feedback on their views of the effectiveness of our board and each of its committees. The Corporate Governance and Compensation Committee uses these evaluations to review the skills and experience of our directors to assess whether the board's skills and experience needed to be strengthened in any area.

The Corporate Governance and Compensation Committee also assesses the knowledge and character of all directors and other factors such as independence of the directors to ensure that our board is operating effectively and independently of management. Our Corporate Governance and Compensation Committee

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has determined that our board as a whole has the necessary skills and experience for a company of our size operating in the oil and gas industry. In addition, the Corporate Governance and Compensation Committee is of the view that our board and each of its committees is operating effectively and the current and proposed size and composition of each is appropriate.

The Corporate Governance and Compensation Committee also annually reviews the skills and experience of our current directors. The committee also assesses the knowledge and character of all nominees to our board of directors to ensure general compliance with our skills matrix. The committee and our board have determined that the required skills are well represented by the current slate of director nominees for election at the meeting.

Orientation and Continuing Education

While we do not currently have a formal orientation and educational program for new recruits to our board, we provide such orientation and education on an informal basis. We provide new board members with our corporate policies, historical information about us, as well as information on our performance and our strategic plan with an outline of the general duties and responsibilities entailed in carrying out their duties. Our board believes that these procedures are a practical and effective approach in light of our particular circumstances, including our size and limited turnover of the directors and the experience and expertise of the members of our board.

No formal continuing education program currently exists for our directors; however, we encourage directors to attend, enrol in or participate in courses and/or seminars dealing with financial literacy, corporate governance and related matters. Each director has the responsibility for ensuring that he or she maintains the skill and knowledge necessary to meet his or her obligations as a director.

Executive Succession Planning

Our board receives regular updates on the status of the succession plans and the professional development of our executive officers and senior managers within our organization.

We currently have one woman serving in an executive officer position, which represents 9% of our eleven executive officers. We have not adopted any targets with respect to the number of female executives within our organization and we do not specifically consider the level of representation of women in executive officer positions when making executive officer appointments.

Our board believes that the appointment of executive officers should be made on the basis of the skills, knowledge, experience and character of individual candidates and the requirements of the particular position. We believe that considering the broadest group of individuals who have the skills, knowledge, experience and character required to provide the leadership needed to achieve our business objectives is in our best interests and all of our stakeholders. Although no quotas or targets have been imposed, we will strive to add female representation to our executive when considering female appointments. This will be effected in part by ensuring that qualified female candidates are proactively sought out for consideration alongside any male candidates.

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SHAREHOLDER ENGAGEMENT

We communicate regularly with shareholders through annual and quarterly reports, news releases, our website www.cardinalenergy.ca and through other disclosure and regulatory documents filed on SEDAR+ at www.sedarplus.ca . Our Chair and Chief Executive Officer and other members of management regularly attend investor conferences and meet with institutional shareholders.

We have adopted a formal shareholder engagement policy, which is available on our website. We encourage you to engage with us on our approach to compensation and with any related questions you may have. Shareholders may contact us by mail at our head office at 600, 400 – 3rd Avenue S.W., Calgary Alberta T2P 4H2, if they wish to share their view on executive compensation or governance with our board of directors.

Those shareholders and other interested parties wishing to communicate directly with our board on questions or concerns related to compensation and governance may also do so through our independent Lead Director, who is also the Chair of our Corporate Governance and Compensation Committee. To do so, shareholders and other interested persons should communicate their questions or concerns to our independent directors through our Lead Director by delivering a sealed envelope or email, marked "Confidential" to our head office or via email at [email protected] .

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Our Corporate Governance and Compensation Committee is responsible for reviewing matters relating to our human resource policies and compensation programs. The Corporate Governance and Compensation Committee has established the following objectives for our compensation program: (1) our compensation programs must be aligned with shareholder interests by aligning the goals of executives with maximizing long-term shareholder value; (2) our compensation to our executives must be performance sensitive by linking compensation to our operating and market performance; and (iii) our compensation programs must be market competitive in terms of value and structure in order to retain existing employees who are performing according to their objectives and to attract new individuals of the highest calibre.

Our compensation philosophy and program objectives are directed primarily by the following guiding principles. First, our program is intended to provide competitive levels of compensation, at expected levels of performance, in order to attract and retain a high quality management and employee team. Second, our program is intended to create an alignment of interests between our employees and shareholders. In support of this philosophy, we align a significant portion of compensation to enhancement in share value. We attempt to provide both short-term and long-term incentive compensation that varies based on corporate and individual performance.

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Decisions and Outcomes Effecting 2024 Compensation

We approved the following matters and made the following changes to our executive and employee compensation programs in 2024:

In December of 2023, we implemented an overall 3% cost of living increase for all 2024 salaries and targeted salary increases totaling approximately $0.8 million to non-executive employees.
Our Corporate Governance and Compensation Committee met in March of 2024 and approved 2024 base salaries for our officers. We approved a salary reduction for our Chief Executive Officer to reflect a reduced work week and a peer alignment increase for our Vice President Engineering.

Compensation Governance

Our Corporate Governance and Compensation Committee assists our board of directors in fulfilling its responsibilities by monitoring our compensation plans and practices and ensuring their congruence with our objectives and goals by assessing and making recommendations regarding compensation, benefits, and short and long-term incentive programs. A summary of the mandate of the Corporate Governance and Compensation Committee is set forth under " Corporate Governance Disclosure ".

Our Corporate Governance and Compensation Committee is comprised solely of both independent and unaffiliated directors. The current committee members are Stephanie Sterling (Chair), John Brussa and John Gordon.

All of the members of the Corporate Governance and Compensation Committee have direct experience in establishing and/or operating executive and corporate compensation programs. A detailed description of the relevant experience of the members of the Corporate Governance and Compensation Committee is set forth above under " Matters to be Acted Upon at the Meeting – Election of Directors – Proposed Directors ".

Compensation Risk

In establishing our executive compensation program our Corporate Governance and Compensation Committee considers the implication of the risks associated with our compensation program, including: (i) the risk of executives taking inappropriate or excessive risks; (ii) the risk of inappropriate focus on achieving short term goals at the expense of long-term return to shareholders; (iii) the risk of encouraging aggressive accounting practices; and (iv) the risk of excessive focus on financial returns and operational goals at the expense of regulatory, environmental and health and safety.

Our Corporate Governance and Compensation Committee and board will continue to monitor compensation risk assessment practices on an ongoing basis to ensure that our compensation program is appropriately structured. Our board believes that our executive and employee compensation programs have been designed in such a way that prevents inappropriate risk taking and excessive payouts under our incentive plans. While no compensation program can fully mitigate these risks, we have adopted the following approaches that we believe mitigate many compensation risks:

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What we do	What we don't do
� We have a market competitive mix between fixed and variable pay, and short and long-term incentives, balancing risk and opportunities. The largest component of our compensation program has typically been in the form of long-term incentives to reward long-term shareholder value creation � We ensure executive performance is assessed relative to a broad set of metrics that include financial, operating and strategic measures balancing short term goals and long-term sustainable value creation � Our bonus awards are based on individual and corporate performance � We have an executive clawback policy which allows for the recoupment of incentive compensation paid under certain circumstances � We encourage share ownership for all our employees through participation in the long-term bonus award incentive program. We also extend ownership guidelines to all officers � We have aligned our incentive programs between our executive officers and our employees, which helps to establish a strong "tone at the top" for operations, accounting, regulatory, environmental and health and safety compliance � We have adopted an annual Say-on-Pay vote � We engage with key shareholders � We design our compensation programs to mitigate undue risk taking	� We do not pay bonuses if minimum performance thresholds are not met � We do not provide excessive perquisites or other benefits � We do not approve excise or other tax gross-ups � We do not allow directors, officers and employees to engage in short selling in respect of our securities � We do not re-price equity-based incentive compensation awards � We do not grant stock options � We do not have a pension plan

What we do

What we don't do

�
We have a market competitive mix between fixed and
variable pay, and short and long-term incentives,
balancing risk and opportunities. The largest component
of our compensation program has typically been in the
form of long-term incentives to reward long-term
shareholder value creation
�
We ensure executive performance is assessed relative to
a broad set of metrics that include financial, operating
and strategic measures balancing short term goals and
long-term sustainable value creation
�
Our bonus awards are based on individual and corporate
performance
�
We have an executive clawback policy which allows for
the recoupment of incentive compensation paid under
certain circumstances
�
We encourage share ownership for all our employees
through participation in the long-term bonus award
incentive program. We also extend ownership guidelines
to all officers
�
We have aligned our incentive programs between our
executive officers and our employees, which helps to
establish a strong "tone at the top" for operations,
accounting, regulatory, environmental and health and
safety compliance
�
We have adopted an annual Say-on-Pay vote
�
We engage with key shareholders
�
We design our compensation programs to mitigate undue
risk taking

�
We do not pay bonuses if minimum performance
thresholds are not met
�
We do not provide excessive perquisites or other
benefits
�
We do not approve excise or other tax gross-ups
�
We do not allow directors, officers and employees to
engage in short selling in respect of our securities
�
We
do
not
re-price
equity-based
incentive
compensation awards
�
We do not grant stock options
�
We do not have a pension plan

Incentive Plan Design

The ability of our Corporate Governance and Compensation Committee to consider factors such as personal contributions to corporate performance and non-financial, non-production or non-reserves based elements of corporate performance allows the Corporate Governance and Compensation Committee to consider whether executive officers have attempted to bolster short-term results at the expense of our long-term success in determining executive compensation. In addition, as our compensation program consists of fixed (base salary) and variable (annual bonuses and long-term incentive plan grants), the incentive for short-term risk taking is balanced with the incentive to focus on generating long-term sustainable value for shareholders. Bonus awards which make up a significant portion of an executive officer's total compensation, vest over a period of time, which acts to further mitigate against the potential and inappropriate short-term risk taking. There are no compensation policies and practices that are structured significantly different for any named executive officers, although the performance criteria are different for our corporate versus our area Vice Presidents. Our Corporate Governance and Compensation Committee and board of directors will continue to monitor compensation risk assessment practices on an ongoing basis to ensure that our compensation program is appropriately structured.

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Clawback Policy

We have adopted a formal recoupment or "clawback" policy on executive incentive compensation, including, without limitation, bonuses and bonus awards, that may be awarded to our Chief Executive Officer and any of our Vice Presidents when (i) any of these executives engages in willful misconduct or fraud which causes or significantly contributes to a restatement of our financial statements due to our material noncompliance with any applicable financial reporting requirement under securities laws, (ii) the executive receives incentive compensation calculated on the achievement of those financial results, and (iii) the incentive compensation received would have been lower had the financial statements been properly reported. The policy provides that when a clawback is triggered, our board may, in its sole discretion and to the extent that it determines it is in our best interests to do so, require the executive to repay the amount of incentive compensation relating to the year(s) subject to the restatement (or received upon exercise or payment of incentive compensation in or following the year(s) subject to the restatement that is in excess of the incentive compensation the executive would have received if the incentive compensation had been computed in accordance with the results as restated, calculated on an after tax basis.

Short Selling Restrictions

Our directors and officers are not permitted to knowingly sell, directly or indirectly, any of our securities that he or she does not own or has not fully paid for. Directors and officers may not: (i) sell a call option or buy a put option in respect of our common shares or any other of our securities; (ii) enter into any financial instrument or other transaction designed to hedge or offset a decrease in the market value of our common shares; or (iii) enter into any other derivative instruments, agreements, arrangements or understanding (commonly known as equity monetization transactions) the effect of which is to alter, directly or indirectly, the director's or officer's economic interest in our securities, or the director's or officer's economic exposure to us.

Notwithstanding these prohibitions, solely in connection with the administration of our compensation plans, our directors and officers are permitted to sell common shares that are not yet owned by such director or officer provided that he or she holds compensation related rights to acquire an equivalent number of our common shares and such director or officer has provided a notice of exercise for such compensation rights to our compensation agent in order to facilitate the orderly settlement of such rights.

Share Ownership Requirements

Our executive officers are required to maintain a significant equity investment in us to align their interests with those of our shareholders and mitigate against the likelihood of undue risk taking. Our share ownership guidelines establish minimum share ownership levels for our executives. See " Ownership Guidelines ".

Identification of Named Executive Officers

We are required to disclose the compensation paid to our Chief Executive Officer, Chief Financial Officer, and each of our three other most highly compensated executive officers whose total annual compensation was more than $150,000. For the year ended December 31, 2024 our named executive officers or NEOs

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were M. Scott Ratushny, our Chair and Chief Executive Officer, Dale Orton, our Chief Operating Officer, Shawn Van Spankeren, our Chief Financial Officer, Robert Wollmann, our Senior Vice President, Exploration and Connie Shevkenek, our Vice President, Engineering.

Compensation Review Process

To determine compensation for executives, the Corporate Governance and Compensation Committee and the board consider many factors including our overall performance, the individual performance of each executive, and competitive market data.

Our Chief Executive Officer presents recommendations to our Corporate Governance and Compensation Committee regarding salary adjustments and bonuses for our staff, including our named executive officers. The focus of the discussion is on the individual executive salaries, bonuses and long-term incentive awards and the committee reviews the aggregate level of salary, bonuses and long-term incentive awards for the balance of the staff. The Corporate Governance and Compensation Committee makes specific recommendations to our board on our Chief Executive Officer's salary, bonus payments and long-term incentive awards. The Corporate Governance and Compensation Committee also recommends the salaries, bonus and long-term incentive awards of all our other officers. Our board reviews all recommendations of the Corporate Governance and Compensation Committee before final approval. Our Chief Executive Officer is excused from the committee and board meetings during any discussion of his compensation.

Performance

In establishing overall compensation levels, our Corporate Governance and Compensation Committee uses current levels of compensation as the starting point. Our Chief Executive Officer together with our Corporate Governance and Compensation Committee then considers overall corporate and individual performance and performance across a number of operating measures including but not limited to production, adjusted funds flow, net debt, reserve additions and recycle ratios relative to our budget and peer group, health, environmental, social, and governance performance and the development of our SAGD project in relation to the project timetable and budget. In addition, the Corporate Governance and Compensation Committee considers the development and execution of our corporate objectives and business strategy together with total shareholder returns, the competitive environment and market conditions.

Our Corporate Governance and Compensation Committee then assesses the individual performance of our Chief Executive Officer and each of our other officers. Our Chief Executive Officer assists the Corporate Governance and Compensation Committee with the performance assessment of the other officers.

Competitive Factors

For us to attract and retain qualified and experienced officers and employees, our overall compensation levels must be competitive with other participants in the Canadian oil and gas industry. In 2019, we engaged Korn Ferry, an independent human resources consulting firm, to complete a review of our executive compensation programs to help us assess our program design against current trends and practices of our peers. As part of their engagement, Korn Ferry evaluated our peer group prior to the

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competitive assessment and recommended certain changes to our peer group to more closely align with our business.

Companies were selected based on: (i) annual revenues of 0.5x to 2.0x of our annual revenue; (ii) organizations with significant oil and/or natural gas production; and companies that earn most of their revenues in Western Canada and specifically Alberta, British Columbia and Saskatchewan. We believe that the peer group's results offer a strong representation of both market competitiveness and how the market delivers compensation to executives through the mix of pay elements (e.g., base, short term incentives, long-term incentives).

The purpose of reviewing the peer company data was to:

understand the competitiveness of our current executive compensation program, on a target basis, relative to a publicly-traded peer group;
identify and understand any gaps that may exist between actual compensation levels and market compensation levels; and
establish a basis for developing salary adjustments and evaluating our relative shareholder return for short and long-term incentive awards.

We have since modified the Korn Ferry recommended peer group to reflect privatizations and mergers and to provide additional peer group members.

For 2024, our peer group was:

Athabasca Oil Corporation Birchcliff Energy Ltd. International Petroleum Corp. Kelt Exploration Ltd. Obsidian Energy Ltd. Saturn Oil & Gas Inc. Surge Energy Inc. Tamarack Valley Energy Ltd.

Bonterra Energy Corporation NuVista Energy Ltd. Spartan Delta Corp.

Compensation Program Components

Our compensation program is structured into four main components: (1) base salary, (2) bonuses, (3) longterm incentives, and (4) other benefits. In establishing the compensation program, we believe that:

(a) base salaries provide an immediate cash incentive and should provide a base of secure compensation necessary to attract and retain executive talent;
(b) a bonus which depends on our success and achievement of corporate and individual goals and the respective employee's contribution to achieving these goals motivates immediate employee performance; and
(c) bonus awards ensure that employees are motivated to achieve our long-term growth and continuing increases in shareholder value and provide capital accumulation linked directly to our performance.

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We typically establish the total targeted direct compensation (consisting of salaries, bonus and incentive awards) for all executives and employees in the first quarter of each year. We have historically weighted our executive compensation more towards bonus awards to better align with our shareholder base, to ensure that our executives and staff make decisions based on what is best for our Company, and to ensure our executives also realize the benefit of being stakeholders in our business. Our practise is to limit bonus awards for office staff to approximately 50% of base salary. We have not historically granted bonus awards to our field employees although we have amended our practise so that, commencing in 2025, field employees will have the option to elect to have up to 50% of their annual bonus paid in bonus awards which will vest over a three year period.

A significant percentage of each of our executive's total compensation has traditionally been comprised of bonuses linked to corporate and individual performance and long-term incentives which are directly linked to our share price performance.

The salary component is designed to provide a base of secure compensation necessary to attract and retain executive talent. The bonus and long-term incentives are designed to balance short-term performance with our long-term interests and motivate the superior performance of both. The long-term incentive plan also aligns NEOs with shareholders and helps retain executive talent. 75% of the bonus awards granted to our NEOs under our long-term incentive plan are performance bonus awards tied to pre-determined performance criteria.

Historically, a large proportion of our NEO total compensation has been "at risk" because it has been tied to our long-term performance through bonuses based on pre-determined performance criteria and grants under our long-term incentive plan.

Total Compensation Mix

Our bonus award incentive plan also ensures that our pay is aligned with our corporate performance and the creation of long-term value for our shareholders. We have the option of settling the award value payable in respect of a bonus award by: (i) payment in cash based on the fair market value of our common shares; (i) payment in common shares acquired in the market; (iii) payment in common shares issued from treasury; or (iv) a combination of the above. As a result, the bonus awards have the same upside and downside risk as the value of our common shares. In addition, 75% of the bonus awards of our NEOs are performance bonus awards which are tied to pre-determined performance criteria. If threshold performance is not met, no payouts will be made under the performance bonus award.

Base Salaries

Base salaries are an important component of the overall compensation package for officers as they are the only secure portion of annual cash compensation. Our base salaries are a fixed level of compensation and for executives we have historically paid at or below the 25[th] percentile of our peer group.

The base salaries of our named executive officers are reviewed annually to ensure they reflect a balance of market conditions, the levels of responsibility and accountability of each role, the skill and competencies of the individual, retention considerations as well as the level of demonstrated performance. This is measured against the Corporate Governance and Compensation Committee's

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assessment of the amounts paid by companies in our peer group to persons performing similar duties. In making such an assessment, the committee considers the objectives set forth in our business plan and the performance of executive officers and employees in executing the plan in combination with the overall result of the activities undertaken.

In 2024, salary increases for officers were limited to cost of living increases other than a salary reduction for our Chief Executive Officer to reflect a reduced work week and a peer alignment increase for our Vice President Engineering.

Bonuses

We have historically used bonuses to reward performance by our executive officers in the achievement of our strategic goals and objectives and are consistent with our compensation philosophy where a significant component of executive compensation is variable through a formalistic performance bonus structure.

Each of our named executive officers receives an annual bonus target, expressed as a percentage of base salary, which is approved by our Corporate Governance and Compensation Committee. Our Chief Executive Officer's target is 120% and our other named executive officers' targets are 100%. In setting the targets, the committee considers the officer's respective responsibilities, base salary, internal equity and the positioning of their annual bonus target compared to market. The bonus target is then adjusted up or down by the Corporate Governance and Compensation Committee's assessment of our performance on our scorecard of pre-determined corporate performance criteria which is the same as the performance criteria used for the performance bonus award multiplier. As a result, payouts under the bonus program could range from 0% to 200% of target levels depending upon individual performance and corporate performance relative to these key, board-approved performance measures. We follow a similar approach for the balance of our employees.

The following is a summary of the bonus calculation:

Salary	x	Target Bonus (% of Base Salary)	x	Corporate or Area Scorecard Score (0% - 200%)	=	Annual Bonus

Long-Term Incentive Compensation

Our bonus award incentive plan currently forms the primary basis of our long-term incentive compensation program. This plan is a full-value award plan pursuant to which bonus awards may be granted to our directors, officers, employees and consultants. For further information on the plan terms, see " Bonus Award Incentive Plan " below.

Each restricted bonus award entitles the holder to an amount computed by the value of a notional number of common shares designated in the award (plus dividend equivalents if not previously paid in cash) on dates determined by our Corporate Governance and Compensation Committee. Each performance bonus award entitles the holder to an amount computed by the value of a notional number of common shares designated in the award (plus dividend equivalents if not previously paid in cash) multiplied by a payout

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multiplier. The payout multiplier is dependent on our performance of relative to pre-defined corporate performance measures and for 2024 performance, our board approved a payout multiplier of 0x (for fourth quartile ranking), 1.0x (for third quartile ranking), 1.5x (for second quartile ranking) and 2.0x (for first quartile ranking).

For those performance bonus awards where the issue date is the second or third anniversary of the grant date, the payout multiplier will be the arithmetic average of the applicable payout multiplier for each of the two or three preceding years, respectively.

All bonus awards are exposed to the performance of our share price between the grant date and vesting. However, performance bonus awards have a greater exposure to our performance as a multiplier is applied at vesting. Our Corporate Governance and Compensation Committee is responsible for determining the allocation of bonus awards between restricted and performance bonus awards. The performance bonus awards, through the payout multiplier, provide a direct link between corporate performance and the level of payout received. The Corporate Governance and Compensation Committee believes that the pay for performance orientation of the performance bonus awards is aligned with shareholder interests. If threshold performance is not met, the payout multiplier will be 0x and no payouts will be made under the awards.

Our current practice is to allocate 75% of the bonus awards granted to our Chief Executive Officer and our other officers as performance bonus awards. As a result, a significant portion of the bonus awards granted to the named executive officers are in the form of performance bonus awards. The balance of our employees do not receive performance bonus awards.

The value of payouts for awards made under our bonus award incentive plan are calculated as follows:

# Bonus Awards Granted + Accumulated Dividends if not Paid in Cash	x	Applicable Performance Multiplier @ Payout (performance awards Only)	x	5-Day Volume-Weighted Average Share Price @ Payout	=	Payout Value

Our 2024, performance criteria was largely consistent with the 2024 criteria which includes reserve-based metrics and ESG metrics and weighting. We also continued our focus on our primary long-term strategy of maintaining low corporate debt levels and metrics relative to corporate activity which includes fluctuations in periods of time when long-term projects are being developed. We have set the performance criteria to reflect this but we also added criteria relating to the development of our SAGD project. The remainder of the performance criteria was budget focused and remained largely consistent with the prior year's criteria but with updated targets.

In March of 2025, our Corporate Governance and Compensation Committee assessed our performance relative to our 2024 corporate performance scorecard as set forth below.

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Ranking Weighted
Corporate Performance Measure Results 0.0 to 2.0x Weighting Ranking
Relative Total Shareholder Return Our TSR of 15% ranked us 6 [th] out 1.5 15% 0.23
("TSR") for the 1-year period ended of our peer group companies for
December 31, 2024 this period.
Tracking to budget: The Corporate Governance and 1.1 30% 0.33
Compensation Committee
Production, production per share, evaluated our overall
adjusted funds flow, net debt level, net
performance and assigned a 1.1 or
debt to adjusted funds flow ratio, net 3 [rd] quartile ranking on each
debt per exit flowing boe
target.
SAGD Project: The Corporate Governance and 1.5 10% 0.15
Compensation Committee and
Development of project on time and on
board evaluated our performance
budget
and assigned a 1.5 quartile
ranking.
Environmental, Social, Governance and The Corporate Governance and 1.5 15% 0.23
Safety including inspection compliance, Compensation Committee
total recordable industry frequency as evaluated our overall
compared to industry or industry performance and assigned a 2 [nd]
recommendations and other factors quartile ranking.
Reserve metrics: The Corporate Governance and 2.0 15% 0.30
Compensation Committee
Recycle ratio and total proved plus evaluated our overall
probable reserves
performance and assigned a 1 [st ]
quartile ranking.
Development and execution of The Corporate Governance and 2.0 15% 0.30
corporate objectives and strategic plan Compensation Committee and
board evaluated our performance
and assigned a 1 [st ] quartile
ranking.
Overall Corporate Ranking 1.53
2024 Scorecard Ranking 1.53
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In 2024, we achieved strong performance on each of the corporate scorecard measures resulting in an overall corporate performance score of 1.53. Under our bonus award plan, this payout multiplier will be used for bonus awards that were granted in 2024 and vest in 2025. For those performance awards where the payment date is not the first anniversary of the grant date, the payout multiplier for those performance bonus awards will be the arithmetic average of the payout multiplier for each of the preceding annual performance assessment periods. Our payout multiplier for 2023 was 1.55 and for 2022 was 1.90.

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As noted above, we establish the total targeted direct compensation (consisting of salaries, target bonus and bonus awards) for our executives. To determine the quantity of bonus award to be granted, our Corporate Governance and Compensation Committee and our board allocates to each executive an appropriate dollar value based on the responsibilities of the executive, comparative market data, and their assessment of the performance of the executive and the performance of our Company. Our 2024 bonus awards for office staff were limited to approximately 50% of base salary. We have not historically granted bonus awards to our field employees although we have amended our practise so that, commencing in 2025, field employees will have the option to elect to have up to 50% of their annual bonus paid in bonus awards which will vest over a three year period.

In March of 2024, following the recommendation of our Corporate Governance and Compensation Committee, our board approved the following annual grant of bonus awards to our NEOs under our bonus award incentive plan.

The bonus awards vest as to one-third per year for a period of three years commencing on the date of grant. No other grants were made to our NEOs in 2024.

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Bonus Awards Value at Grant Date % of 2024 Base Salary
(#) ($) (%)
Name
M. Scott Ratushny 173,916 1,200,030 480
Chair and Chief Executive Officer
Dale Orton 78,264 540,022 194
Chief Operating Officer
Shawn Van Spankeren 94,206 650,021 218
Chief Financial Officer
Robert Wollmann 78,264 540,022 191
Senior Vice President, Exploration
Connie Shevkenek
78,264 540,022 198
Vice President, Engineering
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The following table shows the total number of common shares that could be issued to our named executive officers pursuant to our bonus award incentive plan as at December 31, 2024:

	Common Shares Issuable as at December 31, 2024 Number (1)(2)(3)(5) Percentage(4)	Common Shares Issuable as at December 31, 2024 Number (1)(2)(3)(5) Percentage(4)
Named Executive Officers	989,534	0.6%
Company Total (including NEOs)	2,632,502	1.6%

Notes:

(1) We have, in our sole and absolute discretion, the option of settling the value of the notional common shares underlying the bonus awards, in cash or common shares. We will not determine the payment method until the payment date, or some reasonable time prior thereto.
(2) We have established and funded the acquisition of common shares through an independent trust for potential future settlement of bonus awards, in lieu of cash settlement or settlement with common shares issued from treasury.
(3) The value of bonus awards granted under our bonus award incentive plan are adjusted for dividend payments if not previously paid in cash. For the first half of 2024, we settled all dividend entitlements on outstanding bonus awards, regardless of whether the bonus award had vested, in cash on a quarterly basis. Effective July 1, 2024, we elected to temporarily discontinue this practise. The calculated value of the bonus awards presented has not been adjusted for dividends.
(4) The percentage is based on 159,738,871 common shares outstanding as at December 31, 2024.
(5) A payout multiplier of 1x has been assumed for all performance bonus awards. If the actual payout multiplier is greater than 1x, the additional amount to settle these performance bonus awards will be paid in cash or settled in shares acquired in the market.

For further information regarding the bonus awards held by our named executive officers, see " Outstanding Share-Based Awards " and " Award Incentive Plan – Value Vested or Earned During the Year " below.

Other Benefits

The employment benefits we provide to employees are generally typical of those provided by participants in the Canadian oil and gas industry and include life and disability insurance and extended health and dental coverage. Officers also receive parking and certain other perquisites.

We have a savings plan to assist our employees in meeting their RRSP savings goals. Under this plan, fulltime employees contribute a percentage of their annual gross salary to the plan each pay period . Our contribution, which is currently capped at 7%, vests immediately in favour of the employee.

Summary

The Corporate Governance and Compensation Committee believes that long-term shareholder value is enhanced by compensation based upon corporate performance achievements. Through the plans described above, a significant portion of the compensation for all employees, including officers, is based on corporate performance, as well as industry-competitive pay practices.

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Performance Graph

The following graph compares on a yearly basis the cumulative total shareholders' return from December 31, 2020 to December 31, 2024 of $100 invested in our common shares versus the total return of $100 invested in the S&P/TSX Capped Energy Index, the S&P/TSX Composite Index and the S&P/TSX Equal Weight Oil & Gas Index with all dividends reinvested.

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1,100
1,000
900
800
700
600
500
400
300
200
100
-
2020/12 2021/12 2022/12 2023/12 2024/12
Cardinal Energy Ltd. S&P/TSX Capped Energy Index (ETF)
S&P/TSX Composite S&P TSX Equal Weight Oil & Gas Index
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31-Dec-20 31-Dec-21 31-Dec-22 31-Dec-23 31-Dec-24
S&P/TSX Composite Index 100 125 118 132 160
S&P/TSX Capped Energy Index (ETF) 100 185 285 297 341
S&P/TSX Equal Weight Oil & Gas Index 100 165 220 230 282
Cardinal Common Shares 100 506 945 872 980
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Our cumulative shareholder return performance reflects both operational and financial performance within our control as well as volatile commodity prices and economic and market conditions beyond our control.

Salaries and bonuses for our executive officers are based in part on the achievement of certain predetermined performance metrics at the beginning of each fiscal year. The achievement of these objectives is measured against corporate and individual targets, as described earlier, and does not necessarily track the changes in the market value of our common shares. Our long-term incentive plan is designed to align the interests of all of our employees with shareholders by linking a component of compensation to our share performance.

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Summary Compensation of NEOs

The following table sets forth information concerning the compensation paid to our NEOs:

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Non-equity incentive plan
compensation Share-
($) Option- based
Annual Long-term based awards All other [(5)(6)] Total
Salary incentive incentive awards [(1)] (2)(3)(4) compensation compensation
Name and principal position Year ($) plans plans ($) ($) ($) ($)
M. Scott Ratushny 2024 275,000 600,000 - - 1,200,020 245,946 2,320,966
Chair and Chief Executive 2023 350,000 600,000 - - 1,296,749 383,711 2,630,460
Officer 2022 333,000 755,250 - - 1,200,015 152,762 2,441,027
Dale Orton 2024 276,075 423,000 - - 540,022 128,871 1,367,968
Chief Operating Officer 2023 270,000 405,000 - - 583,551 187,203 1,445,753
2022 252,600 477,375 - - 540,000 82,672 1,352,647
Shawn Van Spankeren Chief 2024 296,525 454,000 - - 650,021 142,417 1,542,963
Financial Officer 2023 290,000 435,000 - - 702,403 196,717 1,624,120
2022 278,425 525,875 - - 540,000 84,755 1,429,055
Robert Wollmann 2024 281,187 431,000 - - 540,022 130,509 1,382,718
Senior Vice President, 2023 275,000 412,500 - - 583,551 188,829 1,459,880
Exploration 2022 260,000 494,000 - - 540,000 86,144 1,380,144
Connie Shevkenek 2024 268,238 336,000 - - 540,022 112,195 1,256,455
Vice President, Engineering 2023 255,000 318,750 - - 583,551 130,132 1,287,433
2022 235,000 264,375 - - 360,000 57,667 917,042
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Notes:

(1) No option-based awards were granted to our NEOs in the last three years.
(2) Represents the value of bonus awards granted to our NEOs. The fair value of the bonus awards has been calculated based on the market price of our common shares at the grant date. These amounts are not necessarily reflective of actual amounts that may be realized.
(3) A payout multiplier of 1x has been assumed for all performance bonus awards.
(4) The value of bonus awards granted under our bonus award incentive plan are adjusted for dividend payments if not previously paid in cash. For the first half of 2024, we settled all dividend entitlements on outstanding bonus awards, regardless of whether the bonus award had vested, in cash on a quarterly basis. Effective July 1, 2024, we elected to temporarily discontinue this practise. The calculated value of the bonus awards presented has not been adjusted for dividends.
(5) All other compensation includes parking, health benefit plan and dividend entitlements on bonus awards paid or payable in cash for all outstanding bonus awards held.
(6) The value of perquisites received by each of the NEOs, including property or other personal benefits provided to the NEO that are not generally available to all employees, were not in the aggregate greater than $50,000 or 10% of the NEO's total salary for the financial year.

Outstanding Share-Based Awards

The following table outlines for each NEO, all share-based awards outstanding at the end of the year ended December 31, 2024. We did not have any option-based awards outstanding.

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Share-based Awards
Estimated payout value of awards
Number of awards that have not that have not vested [(3)(4)(5)]
Name vested (#) [(1] [)] [(2)] ($)
M. Scott Ratushny 346,656 2,246,331
Dale Orton 155,998 1,010,867
Shawn Van Spankeren 182,884 1,185,088
Robert Wollmann 155,998 1,010,867
Connie Shevkenek 147,998 959,027
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Notes:

(1) Represents bonus awards which are settled equally over three years and are settled on the third year following the year of grant. Bonus awards may be settled in cash, common shares or a combination thereof at our discretion.
(2) We have also established and funded the acquisition of common shares through an independent trust for potential future settlement of bonus awards, in lieu of cash settlement or settlement with common shares issued from treasury.
(3) Calculated by multiplying the number of bonus awards that had not been settled by December 31, 2024 by the market price of our common shares at December 31, 2024 ($6.48). The actual value realized pursuant to such restricted bonus awards and performance bonus awards may be greater or less than the indicated value.
(4) A payout multiplier of 1x has been assumed for all performance bonus awards. If the actual payout multiplier is greater than 1x, the additional amount to settle these performance bonus awards will be paid in cash or settled in shares acquired in the market.
(5) The value of bonus awards granted under our bonus award incentive plan are adjusted for dividend payments if not previously paid in cash. For the first half of 2024, we settled all dividend entitlements on outstanding bonus awards, regardless of whether the bonus award had vested, in cash on a quarterly basis. Effective July 1, 2024, we elected to temporarily discontinue this practise. The calculated value of the bonus awards presented has not been adjusted for dividends.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth for each of our NEOs, the value of share-based awards which vested during the year ended December 31, 2024. We did not have any option-based awards that vested during the year nor a non-equity incentive compensation plan in 2024 for NEOs.

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Number of Share-Based
Awards Value of Share-Based Awards
vested during that vested during
the year the year
Name (#) [(1)] ($) [(2)(3)]
M. Scott Ratushny 375,997 2,662,059
Dale Orton 169,200 1,197,936
Shawn Van Spankeren 176,929 1,252,657
Robert Wollmann 169,200 1,197,936
Connie Shevkenek 109,750 777,030
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Notes:

(1) Includes bonus awards granted to our NEOs in the past three years.
(2) Represents the sum of the value of bonus awards settled during the year ended December 31, 2024. The value of the bonus awards is based on the market price of our common shares on the payment date multiplied by the number of common shares issued in satisfaction of the bonus award. Amounts have been adjusted to give effect to the applicable payout multiplier.
(3) The value of bonus awards granted under our bonus award incentive plan are adjusted for dividend payments if not previously paid in cash. For the first half of 2024, we settled all dividend entitlements on outstanding bonus awards, regardless of whether the bonus award had vested, in cash on a quarterly basis. Effective July 1, 2024, we elected to temporarily discontinue this practise. The calculated value of the bonus awards presented has not been adjusted for dividends.

All of the bonus awards held by our NEOs that vested during the year were settled through common shares held by our independent trust and not through the issuance of common shares from treasury.

Bonus Award Incentive Plan

Our bonus award incentive plan forms the primary basis of our long-term incentive compensation program. Listed below is a summary of the principal terms of the bonus award incentive plan.

A copy of our current plan was filed on our profile on the SEDAR+ website at www.sedarplus.ca on April 7, 2022 under the category "Other Securityholder Documents". We did not amend our plan or any existing bonus awards during the year ended December 31, 2024.

Incentive-based compensation is an integral component of our compensation package. Our bonus award incentive plan is intended to maintain our competitiveness within the Canadian oil and gas industry to facilitate the achievement of our long-term goals. In addition, our bonus award incentive plan is intended to promote a proprietary interest in us by and to encourage our directors, officers, employees and other service providers to put forth maximum efforts for the success of our affairs and to focus our management on operating and financial performance and long-term total shareholder return. This will provide an additional benefit for participants to contribute to our future success and prosperity.

Bonus awards may be granted by our board from time to time, at its sole discretion, to directors, officers, consultants and employees based upon their experience, expertise, contribution and potential to contribute to the creation of shareholder value and the degree to which their base salary may be lower than competitive market rates. At the time of grant, the board will designate the award as either a "restricted bonus award" or a "performance bonus award", as applicable. Non-management directors are not entitled to receive performance awards under the plan.

Limitations on Awards

The bonus award incentive plan contains the following restrictions: (i) the number of common shares that are available to be issued under our bonus award incentive plan is limited to 5% of our issued and outstanding common shares less the aggregate number of common shares reserved for issuance under our legacy stock option plan (of which there are none); (ii) the number of common shares that are available to be issued to insiders within one year and issuable to insiders at any time, under the bonus award incentive plan or when combined with all of our other security based compensation arrangements, shall not exceed 5% of the common shares; (iii) the aggregate number of common shares that could be

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issued pursuant to bonus awards that have been granted to any single holder shall not exceed 1% of the common shares; and (iv) non-management directors are not entitled to receive performance awards under the plan and the participation of non-management directors in the plan is limited to the lesser of: (A) 0.25% of the outstanding common shares; and (B) an annual equity award value of $150,000 with the value of each bonus award calculated at the time of grant.

The number of common shares that are available to be issued in one year shall be determined on the basis of the number of common shares outstanding immediately prior to the common shares issuance, excluding any common shares issued pursuant to share compensation arrangements over the preceding one year period. Bonus awards may be granted in excess of the limits set forth in this paragraph provided that prior to the receipt of the requisite shareholder approval, as provided in the bonus award incentive plan, such incentive awards may not be paid until such approval has been received.

Payment Dates and Expiry

Payment arrangements shall be as follows unless otherwise directed by our board: (i) as to one third of the award value of such bonus award, on the first anniversary of the date of grant of the bonus award; (ii) as to one-third of the award value of such bonus award, on the second anniversary of the date of grant of the bonus award; and (iii) as to the remaining one-third of the award value of such bonus award, on the third anniversary of the date of grant of the bonus award. If the holder is on a leave of absence before any of the payment dates, such payment date(s) shall be extended by that portion of the duration of the leave of absence that is in excess of three months; provided that the payment date(s) will not be extended beyond the expiry date. In the event of a change of control (as defined below) the payment date for the award value of those bonus awards that have not yet been paid as of such time shall be the effective date of the change of control. Our board may, in its sole discretion, determine that a bonus award is payable in relation to all or a percentage of the award value covered thereby for all or any bonus awards at any time and from time to time.

The bonus award incentive plan provides that if a payment date occurs during a black-out period imposed pursuant to our black-out policies, such payment date shall be delayed to the date that is immediately following the last day of the black-out period if we choose to settle the bonus award in common shares or to the date that is the sixth trading day following the end of the black-out period if we choose to settle the bonus award in cash. However, in no instance can the payment date of a bonus award be delayed past the expiry date of the bonus award.

All bonus awards shall expire on December 15 on the third year following the year of grant. Regardless of any other provision of the bonus award incentive plan (including extension of payment dates for blackout periods), no payment date of any bonus award may occur after the expiry date of such bonus award, and in the event that a payment date would occur after the expiry date, the payment date in respect of such bonus award shall be on the expiry date of such bonus award.

Dividend and Performance Multiplier Adjustment and Anti-Dilution

Immediately prior to each payment date, the notional number of common shares underlying a bonus award may be adjusted by multiplying such number by a ratio which shall be equal to 1 plus the amount rounded to the nearest five decimal places, equal to a fraction having as its numerator the arithmetic total

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of the dividends, expressed as an amount per common share, declared on each dividend record date following the issue date of the bonus award and having as its denominator the 5 day weighted average trading price of the common shares for the 5 trading days immediately before the first business day of the calendar months in which the issue date occurs. If the holder has been on a leave of absence at any time since the date of grant, the notional number of common shares issuable will not be adjusted for any dividends paid during the period of such leave of absence. Our board of directors reserves the right to make any additional adjustments to the number of notional common shares to be issued pursuant to any bonus award if, in the sole discretion of the board, such adjustments are appropriate in the circumstances having regard to the principal purposes of the award plan and the terms of the award.

After the adjustment for dividends described above, the notional number of common shares issuable pursuant to a bonus award shall be then adjusted by multiplying such number by the payout multiplier applicable to such bonus award, in the case of a performance bonus award.

Our board also has the election to cause to be paid out to a holder in cash, at any time and from time to time, any dividends that have been paid since the issue date of the bonus award regardless of whether the bonus award has vested. For the first half of 2024, we settled all dividend entitlements on outstanding bonus awards, regardless of whether the bonus award had vested, in cash on a quarterly basis. Effective July 1, 2024, we elected to temporarily discontinue this practise.

The bonus award incentive plan also contains anti-dilution provisions which allow our board to make such adjustments to the bonus award incentive plan, to any bonus awards and to any incentive award agreements outstanding under the bonus award incentive plan as our board may, in its sole discretion, consider appropriate in the circumstances to prevent dilution or enlargement of the rights granted to service providers thereunder.

Payout Multiplier

Annually, the board shall assess our performance for the applicable period. The weighting of the individual measures comprising the corporate performance measures to be considered shall be determined by the board in its sole discretion having regard to the principal purposes of the plan and, upon the assessment of all corporate performance measures, the aggregate weighted multiplier for the applicable performance period shall be used to determine our ranking. Unless otherwise determined by the board in its sole discretion, the applicable payout multiplier in respect of this ranking shall be 2.0 for a 1[st] quartile ranking, 1.5 for a 2[nd] quartile ranking, 1.0 for a 3[rd] quartile ranking and 0.0 for a 4[th] quartile ranking. Where the payment date for the performance bonus award is not the first anniversary of the grant date, the payout multiplier for those performance bonus awards will be the arithmetic average of the payout multiplier for each of the preceding annual performance assessment periods. In any case where the payout multiplier has not been determined prior to the payment date of a bonus award, the board, taking into consideration the performance of the applicable grantee and our performance since the date of grant of the bonus award(s), may determine in its sole discretion the payout multiplier to be applied to any performance bonus awards held by the grantee of such bonus award.

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Settlement of Bonus Awards

On a payment date we, in our sole and absolute discretion, shall have the option of settling the award value payable in respect of a bonus award by: (i) payment in cash; (ii) payment in common shares acquired in the market; (iii) payment in common shares issued from treasury; or (iv) a combination of the above. We will not determine what form the payment method will be until the payment date or some reasonable time prior to the payment date. No holder of a bonus award has the right, at any time, to demand the form of payment. Notwithstanding our election to pay any award value, or portion of any award value, in common shares, we reserve the right to change the election at any time until the payment is actually made and the holder of such bonus award shall not have any right to enforce payment of any portion of the award value in common shares.

In the case of restricted bonus awards, the award value (for the purposes of determining the cash amount payable in respect of a bonus award or the number of common shares to be issued or delivered to the holder) is calculated at the payment date(s) by multiplying the number of restricted bonus awards by the fair market value of the common shares (as may be adjusted in accordance with the terms of the bonus award incentive plan). In the case of performance bonus awards, the award value is calculated at the payment date(s) by first adjusting the number of performance bonus awards to reflect the applicable payout multiplier and multiplying the adjusted number of performance bonus awards by the fair market value of the common shares (as may be adjusted in accordance with the terms of the bonus award incentive plan). In each case, the fair market value is determined on the payment date as the volume weighted average trading price of the common shares on the TSX (or other stock exchange on which the common shares may be listed) for the five consecutive trading days immediately preceding such date.

Where we elect to settle the award value underlying a bonus award by issuing common shares, and the determination of the number of common shares to be delivered to a holder on a particular payment date would result in the issuance of a fractional common share, we will credit to an account for each holder all fractions of a common share amounting to less than one whole common share issued by us to a holder. From time to time, when the fractional interests in a common share held for the account of a holder are equal to or exceed in the aggregate one additional whole common share, we will cause an additional whole common share to be registered as directed by the holder. No certificates representing a fractional common share shall be delivered pursuant to the award plan nor shall any cash amount be paid at any time in lieu of any such fractional interest.

Unless otherwise determined by our board or unless otherwise provided in an incentive award agreement pertaining to a particular bonus award or any written employment or consulting agreement governing a holder's role with us, in the event that a holder ceases to be employed or retained for any reason whatsoever, other than the death or disability of such holder, all outstanding incentive award agreements under which bonus awards have been made to such holder and for the payment date has not yet occurred, shall be terminated and the holder shall only be entitled to receive the award value for the outstanding bonus awards for which the payment date would fall between the date that the holder ceased to be employed or retained and the date that is thirty (30) days from such date. Upon the termination of any employee for cause, our board may, in its sole discretion, determine that all outstanding and unpaid bonus awards shall immediately terminate and become null and void on the date that the holder ceased to be employed or retained. Notwithstanding the foregoing, at no time shall the payment date occur after the expiry date.

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Upon the death or disability of a holder prior to the expiry date, the holder or the holder's legal representative shall only be entitled to receive the award value for the outstanding bonus awards for which the payment date would fall between the date of death or disability and the date that is six months from such date.

Other than a transfer of a bonus award to a holder's legal representative on death or disability, the bonus awards granted under the bonus award incentive plan are non-transferrable.

Change of Control

The bonus award incentive plan also provides that vesting of all bonus awards will accelerate on "change of control" which is deemed to occur upon the effective date of the earlier of any of the following events, provided that such event results in an actual change of control:

a successful "take-over bid" as defined in NI 62-104 or any replacement or successor provisions, which is not exempt from the take-over bid requirements of NI 62-104, pursuant to which the "offeror" as a result of such take-over bid, beneficially owns, directly or indirectly, in excess of 50% of our outstanding common shares;
the issuance to or acquisition by any person, or group of persons acting in concert, directly or indirectly, including through an arrangement, merger or other form of reorganization of us, of our common shares of which the aggregate total of 50% or more of the then outstanding common shares; and
the winding-up, dissolution or termination or the sale, lease or transfer of all or substantially all of our directly or indirectly held assets to any other person or persons (other than pursuant to an internal reorganization or in circumstances where our business is continued),

provided that notwithstanding the application of any of the foregoing, a "change of control" shall be deemed to not have occurred:

pursuant to an arrangement, merger or other form of reorganization of us where the holders of our outstanding voting securities or interests immediately prior to the completion of the reorganization will hold more than 50% of the outstanding voting securities or interests of the continuing entity upon completion of the reorganization; or
if a majority of our board determines that in substance the arrangement, merger or reorganization is such that a "change of control" should be deemed to not have occurred and any such determination shall be binding and conclusive for all purposes of the award plan.

Upon a change of control, the payout multiplier applicable to any performance bonus awards shall be determined by the board and in making such determination, the board shall assess performance relative to the pre-established corporate performance measures using an end date for the current performance assessment period as determined by the board.

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Amendments

The bonus award incentive plan and any bonus awards granted thereunder may be amended, modified or terminated by our board without shareholder approval, subject to any required approval of the Toronto Stock Exchange. Notwithstanding the foregoing, the bonus award incentive plan and any bonus awards granted under the bonus award incentive plan may not be amended without shareholder approval to: (i) extend the expiry date of any outstanding bonus awards held by insiders; (ii) permit a holder to transfer or assign bonus awards to a new beneficial holder other than in the case of death of the holder; (iii) increase the number of common shares that may be issued to service providers above the restriction in the bonus award incentive plan; (iv) amend the limits on non-management director participation; (v) increase the number of common shares that may be issued to insiders above the restriction contained in the bonus award incentive plan; or (vi) amend the amendment provision. In addition, no amendment to the bonus award incentive plan or bonus awards granted pursuant to the bonus award incentive plan may be made without the consent of the holder, if it adversely alters or impairs any right previously granted to such holder under the bonus award incentive plan.

Employment Contracts

We have employment contracts with each of our named executive officers.

In the case of our Chief Executive Officer, the employment contract provides for a payment of twelve (12) months' base salary, plus one (1) month for each full or partial year of employment to a maximum of twenty-four (24) months and 20% of this amount to cover loss of any benefit eligibility and an amount equal to one times our Executive Officer's bonus for the prior year preceding the termination date, if our Chief Executive Officer's employment is terminated by us other than for cause. In the event of a change of control (as defined in the employment agreement), our Chief Executive Officer has the right for a period of ninety days following the change of control to terminate his employment agreement and receive the same payment.

In the case of our Chief Operating Officer, our Chief Financial Officer and our Vice President, Engineering each employment contract provides for a payment of four (4) months' base salary, plus one (1) month for each full or partial year of employment to a maximum of twenty-four (24) months and an additional 20% of such amount to cover loss of any bonus and benefit eligibility if the officer is terminated by us other than for cause. If the Chief Operating Officer, Chief Financial Officer or Vice President, Engineering is terminated following a change of control (as defined in the employment contract) for good reason (as defined in the employment contract), they shall be entitled to the same payment plus an additional six (6) months' salary.

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In the case of our Senior Vice President, Exploration, the employment contract provides for a payment of six (6) months' base salary, plus two (2) months for each full or partial year of employment to a maximum of eighteen (18) months and an amount equal to the average of our Senior Vice President, Exploration's bonus for the prior two years preceding the termination date to cover loss of any bonus and benefit eligibility if the Senior Vice President, Exploration is terminated by us other than for cause. If the Senior Vice President, Exploration is terminated following a change of control (as defined in the employment contract) by us or by the Senior Vice President, Exploration for good reason (as defined in the employment contract), the Senior Vice President, Exploration shall be entitled to the same payment.

Under our bonus award incentive plan, in the event of a change of control (as defined therein) the payment date for the award value of those bonus awards that have not yet been paid as of such time shall be the effective date of the change of control although our board may, in its sole discretion, determine that an award is payable in relation to all or a percentage of the award value covered thereby for all or any awards at any time and from time to time.

The following table sets forth the estimated incremental payments (rounded to the nearest thousand dollars) that would be made to each of our NEOs that were NEOs on December 31, 2024 assuming that a change of control event occurred on December 31, 2024.

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Total Incremental
Salary Share-based Awards [(1)] Payment
Name ($) ($) ($)
M. Scott Ratushny 857,000 2,246,000 3,103,000
Chair and Chief Executive Officer
Dale Orton 492,000 1,010,000 1,502,000
Chief Operating Officer
Shawn Van Spankeren 479,000 1,185,000 1,664,000
Chief Financial Officer
Robert Wollmann 969,000 1,011,000 1,980,000
Senior Vice President, Exploration
Connie Shevkenek 523,000 959,000 1,482,000
Vice President, Engineering
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Note:

(1) The value is calculated based upon the closing price of our common shares on the Toronto Stock Exchange on December 31, 2024 of $6.48 and the number of share based awards outstanding. No adjustment has been made for dividends and a payout multiplier of 1x has been assumed for all performance bonus awards.

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Securities Authorized for Issuance Under Equity Compensation Plans

The following sets forth information in respect of securities authorized for issuance under our equity compensation plans as at December 31, 2024:

Plan Category	Number of Common Shares issuable upon settlement of outstanding Bonus awards (1)	Number of Common Shares remaining available for future issuance under the Bonus Award Incentive Plan(2)(3)(4)(5)
Bonus Award Incentive Plan	2,632,502 (1.6%)	5,354,441 (3.4%)

Notes:

(1) Does not include dividend equivalents that will accumulate on the underlying grants, if not paid in cash. A payout multiplier of 1x has been assumed for all performance bonus awards. If the actual payout multiplier is greater than 1x, the additional amount to settle these performance bonus awards will be paid in cash or settled in shares acquired in the market.
(2) The maximum number of common shares available for issuance under our bonus award incentive plan is limited to 5% of our issued and outstanding common shares.
(3) During the year ended December 31, 2024 100,172 common shares were issued from treasury on settlement of outstanding bonus awards and the balance was settled with shares held by our independent trust.
(4) As at March 26, 2025, there were 3,152,154 bonus awards outstanding.
(5) The percentage available for grant is based on the 159,738,871 common shares outstanding as at December 31, 2024.

Historical Grant Information

The following table summarizes the number of bonus awards granted to our directors, officers and employees for the past three years and the potential dilutive effect of such awards.

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Weighted Average
Common Shares
Year Awards Granted Outstanding Burn Rate
2022 1,176,462 153,993,778 0.8%
2023 1,539,878 157,689,789 1.0%
2024 1,493,170 158,916,583 1.0%
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Notes:

(1) The burn rate is calculated by dividing the number of bonus awards granted during the period by the weighted average number of common shares outstanding during such period. Does not include dividend equivalents that will accumulate on the underlying grants, if not paid in cash. A payout multiplier of 1x has been assumed for all performance bonus awards. If the actual payout multiplier is greater than 1x, the additional amount to settle these performance bonus awards will be paid in cash or settled in shares acquired in the market.

(2) The bonus awards granted vest over a three year period.

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In 2019, to enable us to limit the dilutive effect of our bonus award incentive plan, we established and funded the acquisition of 2.3 million common shares purchased on the market through an independent trust for potential future settlement of bonus awards, in lieu of cash settlement or settlement with common shares issued from treasury. Since then, we have acquired an additional 5.3 million shares for the potential future settlement of bonus awards and have used 6.5 million shares to settle outstanding bonus awards under our bonus award incentive plan. We plan to fund additional amounts to our independent trustee for the purchase of additional common shares on the market for the potential future settlement of bonus awards.

Liability Insurance of Directors and Officers

We maintain directors' and officers' liability insurance coverage for losses to us if we are required to reimburse directors and officers, where permitted, and for direct indemnity of directors and officers where corporate reimbursement is not permitted by law. This insurance protects us against liability (including costs), subject to standard policy exclusions, which may be incurred by directors and/or officers acting in such capacity for us. All of our directors and officers are covered by the policy and the amount of insurance applies collectively to all. The annual cost for this insurance in 2024 was $137,000.

In addition, we have entered into indemnity agreements with each of our directors and officers pursuant to which we have agreed to indemnify such directors and officers from liability arising in connection with the performance of their duties. Such indemnity agreements conform to the provisions of the Business Corporations Act (Alberta).

OWNERSHIP GUIDELINES

Our board believes it is important that our directors and our senior officers demonstrate their commitment to our stewardship through common share ownership. In 2016, following a review of our executive compensation governance practices, we established an equity ownership policy that nonmanagement directors must have an equity ownership interest in our common shares within three years of joining our board of at least 20,000 common shares. Following the phase-in period, directors are expected to be in continuous compliance with these guidelines.

Our equity ownership policy also extends to our Chief Executive Officer, Chief Financial Officer and all of our other executive officers. In 2017, following a review of our executive compensation governance practices, we established a policy that requires these officers to maintain an equity ownership interest in at least 30,000 common shares within a period of three years from the later of: (a) January 1, 2017, and (b) the date of their appointment. Following the phase-in period, these officers are expected to be in continuous compliance with these guidelines.

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The following table sets out the total common share ownership level of our Chief Executive Officer, our Chief Financial Officer, each of other senior executives and each of our non-management directors as at March 26, 2025, relative to our equity ownership policy:

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Ownership Guideline Met (Y) or
Guideline Ownership Investment Required to
Name (#) (#) Meet Guideline
Executive Officers:
M. Scott Ratushny 30,000 4,268,256 YES
Dale Orton 30,000 606,462 YES
Shawn Van Spankeren 30,000 645,387 YES
Robert Wollmann 30,000 685,528 YES
Connie Shevkenek 30,000 399,222 YES
Laurence Broos 30,000 221,257 YES
Jason Laforge 30,000 202,778 YES
Ken Younger 30,000 184,362 YES
David Kelly 30,000 198,288 YES
Directors:
John A. Brussa 20,000 4,380,225 YES
John Festival 20,000 443,075 YES
John Gordon 20,000 88,014 YES
Stephanie Sterling 20,000 316,254 YES
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OTHER MATTERS COMING BEFORE THE MEETING

Management knows of no other matters to come before the meeting other than those referred to in the accompanying notice of annual and special meeting. Should any other matters properly come before the meeting, the common shares represented by proxy solicited by this information circular – proxy statement will be voted on such matters in accordance with the best judgment of the person voting such proxy.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

None of our directors or officers, or any person who has held such a position since the beginning of our last completed financial year, nor any nominee for election as a director, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the meeting other than as disclosed herein.

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INTEREST OF INFORMED PERSONS AND OTHERS IN MATERIAL TRANSACTIONS

Except as disclosed herein or as otherwise publicly disclosed by us, none of our directors, officers, principal shareholders, or informed persons (as defined in National Instrument 51-102), and no associate or affiliate of any of them, has or has had any material interest in any transaction since the commencement of our most recently completed financial year or in any proposed transactions which has materially affected or would materially affect us.

AUDITORS, TRANSFER AGENT AND REGISTRAR

Our auditors are KPMG LLP, Chartered Professional Accountants, Suite 3100, 205 – 5th Avenue S.W., Calgary, Alberta, T2P 4B9. KPMG LLP has been our auditors since inception.

The transfer agent and registrar for our common shares is Odyssey Trust Company at its principal offices in Calgary, Alberta and Toronto, Ontario.

ADDITIONAL INFORMATION

Financial information is provided in our annual audited financial statements and related management's discussion and analysis for the year ended December 31, 2024. To receive a copy of these financial statements and related management's discussion and analysis please contact us at Suite 600, 400 – 3rd Avenue S.W., Calgary, Alberta T2P 4H2. This information and additional information relating to us may also be accessed on our website at www.cardinalenergy.ca or on SEDAR+ at www.sedarplus.ca .

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APPENDIX "A"

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BOARD OF DIRECTORS

MANDATE AND TERMS OF REFERENCE

Role and Objective

The board of directors (the " Board ") of Cardinal Energy Ltd. (" Cardinal " or the " Corporation ") is responsible for the stewardship of Cardinal. In discharging its responsibility, the Board will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances and will act honestly and in good faith with a view to the best interests of Cardinal. In general terms, the Board will:

a. in consultation with the Chief Executive Officer of Cardinal (the " CEO "), define the principal objectives of Cardinal;
b. supervise the management of the business and affairs of Cardinal with the goal of achieving Cardinal's principal objectives as developed by the Board in association with the CEO;
c. discharge the duties imposed on the Board by applicable laws; and
d. for the purpose of carrying out the foregoing responsibilities, take all such actions as the Board deems necessary or appropriate.

Specific Duties and Responsibilities

Without limiting the generality of the foregoing, the Board will perform the following duties:

Executive Team Responsibility

monitor overall human resources policies and procedures;
appoint the CEO and senior officers and approve their compensation;
in conjunction with the CEO, develop a clear mandate for the CEO and monitor the CEO's performance;
establish processes as required that adequately provide for succession planning, including the appointing, training and monitoring of senior management (" Management ");
approve all Cardinal sponsored retirement plans for officers and employees;

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in consultation with the CEO, establish the limits of authority and responsibility delegated to Management in conducting Cardinal's business;

Strategic Direction, Operational Effectiveness and Financial Reporting

annually review and adopt a strategic planning process and approve Cardinal's strategic plan, which shall take into account, among other things, the opportunities and risks of Cardinal's business;
approve annual operating and capital budgets;
review and consider for approval all amendments or departures proposed by Management from established strategy, capital and operating budgets or matters of policy which diverge from the ordinary course of business;
review the principal business and financial risks of the Corporation and review guidelines, policies and reports from Management with respect to risk assessment, risk management and major financial risk exposures, including the processes Management uses to assess and manage the Corporation's risk and exposures and if, in the Board's view, changes in guidelines and policies are desirable, make such changes, as applicable;
establish, or cause to be established, processes and systems designed to ensure compliance with applicable regulatory, corporate, securities and other laws by Cardinal and its officers and employees;
ensure systems are in place for the implementation and integrity of Cardinal's internal control and management information systems, including maintenance of required records and documentation;
review and approve Cardinal's financial statements and oversee Cardinal's compliance with applicable audit, accounting and reporting requirements;
recommend to the shareholders of the Corporation, a firm of chartered accountants to be appointed as Cardinal's auditors;
approve the Corporation’s dividend policy;
approve acquisitions and dispositions which require approval pursuant to expenditure limits established by the Board;
approve the establishment of credit facilities;
approve issuances of common shares or other instruments to the public;
approve all matters relating to a takeover bid for the securities of Cardinal;

Integrity/Corporate Conduct

establish a communications policy or policies to ensure that a system for corporate communications to stakeholders exists as required by applicable laws, including processes for consistent, transparent, regular and timely public disclosure, and to facilitate feedback from stakeholders;

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approve a Code of Business Conduct and Ethics (the " Code ") for directors, officers and employees and monitor compliance with the Code and approve any waivers of the Code for officers and directors;
to the extent feasible, satisfy itself as to the integrity of the CEO and other executive officers of Cardinal and that the CEO and other executive officers create a culture of integrity throughout Cardinal;

Board Process/Effectiveness

approve the nomination of directors;
facilitate the continuity, effectiveness and independence of the Board by, amongst other things:
(a) appointing a Chair of the Board, and a lead independent director, if the Chair is not independent;
(b) appointing an audit committee and such other committees of the Board as the Board deems appropriate;
(c) approving the mandates and the limits of authority delegated to each Board committee;
(d) establishing appropriate practices for the regular evaluation of the effectiveness of the Board as a whole, the committees of the Board and the contribution of individual directors, including considering the appropriate size of the Board;
(e) considering and, if thought fit, approving requests from directors, committees of directors or from the engagement of special advisors from time to time;
attempt to ensure that Board materials are distributed to directors in advance of regularly scheduled meetings to allow for sufficient review of the materials prior to the meeting. Directors are expected to attend all Board meetings;
review the adequacy and form of the directors' compensation to ensure it realistically reflects the responsibilities and risks involved in being a director;
each member of the Board is expected to understand the nature and operations of Cardinal's business, and have an awareness of the political, economic and social trends prevailing in the areas in which Cardinal operates, or is contemplating potential operations;
in addition to the above, adherence to all other Board responsibilities as set forth in Cardinal's By-Laws, any other material agreements to which the Corporation is a party, applicable policies and practices and other statutory and regulatory obligations, such as issuance of securities, etc., is expected; and
the Board may delegate its duties to, and receive reports and recommendations from, any committee of the Board.

Meetings and Administrative Matters

The time at which and place where the meetings of the Board shall be held and the calling of meetings and the procedure in all respects at such meetings shall be determined by the Board, unless otherwise determined by the by-laws of the Corporation.

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At all meetings of the Board every resolution shall be decided by a majority of the votes cast. In case of an equality of votes, the chair of the meeting shall not be entitled to a second or casting vote.
Agendas, approved by the Chair or the lead independent director, as applicable, will be circulated to Board members along with background information on a timely basis prior to Board meetings.
The Board may invite such officers, directors and employees of the Corporation and its subsidiaries (if any) as it sees fit from time to time to attend at meetings of the Board and assist in the discussion and consideration of the matters being considered by the Board.
Minutes of the Board will be recorded and maintained.
The Board may retain and pay persons having special expertise and/or obtain independent professional advice to assist in fulfilling its responsibilities at such compensation as established by the Board and at the expense of Cardinal.
Independent directors shall meet regularly without Management participation at every board meeting, including special meetings and not just regularly scheduled meetings.

Last reviewed and approved by the Board effective March 20, 2024.

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APPENDIX "B"

ADVISORIES

Forward Looking Statements

Certain statements in this information circular – proxy statement are "forward-looking statements" within the meaning of applicable Canadian securities legislation ("forward-looking statements"). In some cases, forward-looking statements can be identified by terminology such as "anticipate", "believe", "continue", "could", "estimate", "expect", "forecast", "intend", "may", "objective", "ongoing", "outlook", "potential", "project", "plan", "should", "target", "would", "will" or similar words suggesting future outcomes, events or performance.

Specifically, this information circular – proxy statement contains forward-looking statements relating but not limited to: our business strategies, plans, focus and objectives; various matters relating to our SAGD project in Reford Saskatchewan; our ESG initiatives and plans (including carbon sequestration and intended GHG emission reductions); our compensation programs; and our plans with respect to the funding and settlement of bonus awards.

All forward-looking statements are based on Cardinal's beliefs and assumptions based on information available at the time the assumption was made. We believe that the expectations reflected in these forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward looking statements included in this document should not be unduly relied upon. By their nature, these forward-looking statements are subject to a number of risks, uncertainties and assumptions, which could cause actual results or other expectations to differ materially from those anticipated, expressed or implied by such statements, including those material risks discussed in our Annual Information Form and Management's Discussion and Analysis for the year ended December 31, 2024, copies of which are available on SEDAR+ at www.sedarplus.ca . The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent and our future course of action depends on management's assessment of all information available at the relevant time.

Non-GAAP and Other Specified Financial Measures

Throughout this information circular – proxy statement, we use terms that are commonly used in the oil and natural gas industry, but do not have any standardized meaning as prescribed by International Financial Reporting Standards ("IFRS" or, alternatively, "GAAP") and, therefore, may not be comparable with the calculation of similar measures by other companies.

"Net Debt" is a non-GAAP measure which we utilize to analyze our financial position, liquidity and leverage. Net debt is calculated as bank debt plus adjusted working capital. See Note " Non-GAAP and Other Financial Measures " in our annual management discussion and analysis for the year ended December 31, 2024 which is incorporated by reference herein for a detailed calculation of net debt, including a reconciliation to bank debt, its most directly comparable GAAP measure.

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"Adjusted funds flow" is a non-GAAP measure which we utilize as a key measure to assess the ability of the Company to generate the funds necessary for financing activities, operating activities, capital expenditures and shareholder returns. Adjusted funds flow is calculated as funds flow excluding decommissioning expenditures. See Note " Non-GAAP and Other Financial Measures " in our annual management discussion and analysis for the year ended December 31, 2024 which is incorporated by reference herein for a detailed calculation of adjusted funds flow and a reconciliation to its most directly comparable GAAP measure.

"Net debt to adjusted funds flow ratio" is a non-GAAP ratio that Cardinal utilizes to measure its overall debt position and to measure the strength of its balance sheet. Cardinal monitors this ratio and uses this as a key measure in making decisions regarding financing, capital expenditures and shareholder returns. Net debt to adjusted funds flow is calculated as net debt divided by adjusted funds flow for the year.

"Total Shareholder Return" is a supplementary financial measure calculated as the change in share price plus dividends declared, over a pre-determined period, expressed either as an absolute return percentage or as a compounded, annualized return percentage. This metric provides an objective assessment of relative performance over the specified time period.

Oil and Gas Advisories

The term "boe" or barrels of oil equivalent may be misleading, particularly if used in isolation. A boe conversion ratio of six thousand cubic feet of natural gas to one barrel of oil equivalent (6 Mcf: 1 bbl) is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Additionally, given that the value ratio based on the current price of crude oil, as compared to natural gas, is significantly different from the energy equivalency of 6:1; utilizing a conversion ratio of 6:1 may be misleading as an indication of value.

Supplemental Information Regarding Product Types

This information circular – proxy statement references production on a per boe basis. The following table is intended to provide the product type composition as defined by National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities .

		Light/Medium			Conventional
		Crude Oil	HeavyOil	NGLs	Natural Gas	Total(boe/d)
2024	Average	48%	37%	4%	11%	21,776
2024	Q4	48%	38%	4%	10%	21,916

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TSX: CJ

CARDINAL ENERGY LTD. 600, 400 – 3rd AVENUE S.W. CALGARY, AB T2P 4H2

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Cardinal Energy Ltd. — Proxy Solicitation & Information Statement 2025

47172_rns_2025-04-08_1f8784c9-43b4-43bb-a20f-9bc5e3d138ea.pdf