Cavvy Energy Ltd. - Proxy Solicitation & Information Statement 2021

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Notice of Annual & Special Meeting of Shareholders to be held on May 27, 2021 Management Information Circular

April 16, 2021

PIERIDAE ENERGY LIMITED

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Please join us at our 2021 annual and special meeting of shareholders (the “ Meeting ”), which will be held in a virtual‐ only meeting format.

When

May 27, 2021 commencing at 8:30 a.m. (Mountain �me)

Where

The Meeting will be held via live audio webcast online at: http://web.lumiagm.com/256537397

In order to proactively deal with the unprecedented and ongoing public health impact of the coronavirus disease 2019 (COVID‐19), and to mitigate risks to the health and safety of our shareholders, employees, other stakeholders and communities, Pieridae Energy Limited (“ Pieridae ”) will hold the Meeting in a virtual only format, which will be conducted via live audio webcast. Thus, shareholders will have the opportunity to participate in the Meeting online regardless of their geographic location. During the Meeting, participants will have the opportunity to ask questions and to vote on a number of important matters. Interested shareholders are encouraged to participate in the Meeting. Inside this document, you will find important information and detailed instructions about how to participate in the Meeting on a virtual basis.

What the Meeting will cover

Receiving the 2020 consolidated financial statements of Pieridae and the related auditor’s report;

Fixing the number of directors of Pieridae to be elected at eight; Electing the directors of Pieridae;

Appointing Ernst & Young LLP as auditors of Pieridae;

Approving the amended and restated stock option plan of Pieridae (the text of which is set forth in Schedule A attached to the Management Information Circular); and

Considering any other business which may be properly brought before the Meeting or any adjournment or postponement thereof.

Please refer to the attached Management Information Circular for more details.

Your vote is important

The a�ached Management Informa�on Circular tells you about the items of business for considera�on, who may vote and how you can vote. Please read the Management Informa�on Circular carefully and remember to vote.

Non‐Registered Shareholders (as defined in the accompanying Management Information Circular) who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided to you by your broker or intermediary, which may include the completion and delivery of a voting instruction form.

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Shareholders that are unable to par�cipate in the Mee�ng or any adjournment or postponement thereof via live audio webcast are requested to date and sign either the accompanying form of proxy or the vo�ng instruc�on form issued to you by your broker or other intermediary, and mail it in the envelope provided, so that it is received no later than 8:30 am (Mountain �me) on May 25, 2021 , to: Computershare Trust Company of Canada, A�en�on: Proxy department, 8th floor, 100 University Avenue, Toronto, Ontario M6J 2Y1. Alternatively, Shareholders may use the internet (www.investorvote.com) or the telephone (1‐866‐732‐VOTE (8683) to transmit voting instructions. In each case, proxies must be received by Computershare Trust Company of Canada not later than 8:30 am (Mountain time) on May 25, 2021, or 48 hours before the time of the adjourned or postponed meeting (excluding weekends and holidays).

If you are a Non‐Registered Shareholder (as defined in the accompanying Management Information Circular) and do not complete and return the vo�ng instruc�on form and other materials in accordance with the instructions for voting provided to you by your broker or intermediary, you may not be entitled to vote at the Meeting, either online or by proxy.

If you have any questions about the Meeting or about voting, please contact Computershare Trust Company of Canada by telephone (toll‐free) at 1‐800‐564‐6253.

By order of the Board of Directors of Pieridae Energy Limited

dated April 16, 2021 at Calgary, Alberta

“ Thomas Ciz ”

Thomas Ciz Corporate Secretary

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MANAGEMENT INFORMATION CIRCULAR

You have received this Management Information Circular (the “ Circular ”) because you owned common shares (“ Common Shares ”) of Pieridae Energy Limited (the “ Corporation ” or “ Pieridae ”) as of the close of business on April 16, 2021 (the “ Record Date ”).

You are entitled to receive notice of, and to vote your Common Shares at, the annual and special meeting (the “ Meeting ”) of the Corporation’s shareholders (the “ Shareholders ”) to be held via live audio webcast online at: http://web.lumiagm.com/256537397 on May 27, 2021 commencing at 8:30 a.m. (Mountain �me) or at any adjournment or postponement thereof.

The management of Pieridae is soliciting your proxy for the Meeting, which means that management is hereby contacting you to encourage you to vote. We do this primarily by mail, but we may also telephone you. All associated costs (which we expect to be minimal) will be paid by the Corporation.

In order to proactively cope with the unprecedented and ongoing public health impact of the coronavirus disease 2019 (COVID‐19), and to mitigate risks to the health and safety of our Shareholders, employees, other stakeholders and communities, the Corporation will hold the Meeting in a virtual only format, which will be conducted via live audio webcast. Thus, Shareholders will have the opportunity to participate in the Meeting online regardless of their geographic location. During the Meeting, participants will have the opportunity to ask questions and vote on a number of important matters. Interested Shareholders are encouraged to participate in the Meeting.

Within the Circular you will find important information about the meeting, the items of business to be considered during the meeting and detailed instructions about how to participate in the Meeting, and how to vote your Common Shares, on a virtual basis. Unless otherwise indicated, all information contained in this Circular is given as of the Record Date and all dollar amounts referenced herein are stated in the Canadian currency.

The Board of Directors of the Corporation has approved this Circular and its distribution to the Shareholders.

Dated at Calgary, Alberta on April 16, 2021.

Pieridae Energy Limited

“ Alfred Sorensen ”

Alfred Sorensen

Chief Executive Officer Pieridae Energy Limited

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TABLE OF CONTENTS
LETTER TO SHAREHOLDERS	7
PROXY INFORMATION	9
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON	13
SHAREHOLDER QUESTIONS AND ANSWERS	13
Why is Pieridae having a virtual only Meeting?	13
How will Shareholders be able to participate at the Meeting?	13
Who is soliciting my proxy?	14
Will the financial statements of the Corporation be presented at the Meeting?	14
On what will I be asked to vote?	14
How will these matters be decided at the Meeting?	14
How many votes do I have?	14
How many Common Shares are eligible to vote?	14
How do I vote?	14
How do I participate in the Meeting?	15
How can a Non‐Registered Shareholder vote?	16
How can a Shareholder vote by proxy?	16
How will my proxy be voted?	17
What if I want to revoke my proxy?	17
How are proxy solicited?	18
How are Meeting Materials delivered to Shareholders?	18
BUSINESS OF THE MEETING	18
RECEIVING THE ANNUAL REPORT	18
FIXING THE NUMBER OF DIRECTORS TO BE ELECTED	18
ELECTION OF DIRECTORS	19
APPOINTMENT OF AUDITORS	20
External Auditor Service Fees	20
PROPOSED APPROVAL OF THE AMENDED AND RESTATED STOCK OPTION PLAN	20
INFORMATION CONCERNING NOMINEES FOR ELECTION TO THE BOARD	22
BIOGRAPHICAL INFORMATION REGARDING THE NOMINEES	22
Myron A. Tétreault – Chairman of the Board	22
Charles Boulanger — Director	23
Kjell Pedersen — Director	23
Andrew Judson — Director	24
Charle Gamba — Director	24
Mark Horrox — Director	25
Kiren Singh — Director	25
Alfred Sorensen — Director and Chief Executive Officer	26
COMPETENCIES AND SKILLS OF DIRECTORS	26
CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES AND SANCTIONS	27
MAJORITY VOTING POLICY	27
INFORMATION CONCERNING EXECUTIVE COMPENSATION	28
COMPENSATION DISCUSSION AND ANALYSIS	28
Objectives of NEO Compensation Program and Compensation Philosophy	28

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Base Compensation	29
RRSP Matching Plan	29
Group Retirement Savings Plan	30
Defined Benefit Pension Plan	30
Discretionary Bonus Program	30
The Stock Option Plans	30
The Stock Options that are Outstanding at the Record Date	38
The Annual Burn Rate	39
Risks Associated with Compensation Policies and Practices	40
SUMMARY COMPENSATION TABLE	40
INCENTIVE PLAN AWARDS	42
Outstanding Share‐based and Option‐based Awards	42
Incentive Plan Awards – Value Vested or Earned during the Year	43
PENSION PLAN BENEFITS	43
SHARE OWNERSHIP POLICY	44
TERMINATION AND CHANGE OF CONTROL BENEFITS	45
INFORMATION CONCERNING DIRECTOR COMPENSATION	46
DIRECTOR COMPENSATION TABLE	47
SHARE‐BASED AND OPTION‐BASED AWARDS	48
INCENTIVE PLAN AWARDS– VALUE VESTED OR EARNED DURING THE YEAR	48
INDEMNIFICAITON OF DIRECTORS AND SENIOR MANAGEMENT	49
LIABILITY INSURANCE FOR DIRECTORS AND SENIOR MANAGEMENT	49
EQUITY COMPENSATION PLAN INFORMATION	49
Stock Option Plans	50
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS	50
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	50
MANAGEMENT CONTRACTS	50
INFORMATION CONCERNING GOVERNANCE	51
BOARD OF DIRECTORS	51
ORIENTATION AND CONTINUING EDUCATION	51
ETHICAL BUSINESS CONDUCT	51
NOMINATION OF DIRECTORS	52
INFORMATION CONCERNING DIVERSITY	52
DIVERSITY STATEMENT	52
CANADA BUSINESS CORPORATIONS ACT REQUIRED DISCLOSURE ON DIVERSITY	53
COMPENSATION	55
BOARD COMMITTEES	55
Audit Committee	55

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Governance & Compensation Committee	55
Reserves & Health, Safety & Environment Committee	56
REGISTRAR AND TRANSFER AGENT	57
OTHER BUSINESS	57
SHAREHOLDER PROPOSALS	57
ADDITIONAL INFORMATION	57
APPROVAL OF DIRECTORS	58
SCHEDULE A – AMENDED AND RESTATED STOCK OPTION PLAN	59
SCHEDULE B – BOARD OF DIRECTORS MANDATE	69

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LETTER TO SHAREHOLDERS

Last year will forever be known as the year of the beginning of a global pandemic, the likes of which most have never before endured and will likely never again experience.

To make matters worse, another price collapse, the third in twelve years, ravaged the oil and gas industry resulting in prices dropping to near thirty‐year lows.

Some feel that the impacts of COVID‐19 will accelerate a tectonic shift in the energy industry as the word ‘transition’ takes further hold.

Yet by all accounts and analysis, oil and gas prices are expected to recover and remain strong for decades. As McKinsey & Company concluded, “Given its role in supplying affordable energy, it’s too important to fail. The question of how to create value in the next normal is therefore fundamental.”

Innovation, repositioning and bold moves are needed to move forward to survive and thrive.

At Pieridae, we made it through the adversity of 2020 thanks, in large part, to the dedication of our employees in enduring that our assets operated safely and reliably both during the pandemic and other unexpected challenges that we faced. The following words from Mark Weiss, our Superintendent at Pieridae’s Caroline Gas Complex, which he made during the onslaught of the pandemic storm sum things up nicely:

“The success we have had so far all across the board – maintaining production with no material incidents – speaks to the quality of the people we have and the respect they have for one another.”

While we maintained safe, reliable operations, Pieridae employees took things one step further. With limited resources and capital, Pieridae managed to replace almost half of its production and that’s a big win that needs to be recognized.

And let’s also not forget Pieridae did post 2020 results that showed solid improvement compared to 2019 on such items as net operating income and cash flow, largely due to the acquisition and integration of the South Alberta Foothills assets into our business. We should acknowledge the significance of this accomplishment, which was made possible due to Pieridae closing the financing for the acquisition in 2019 when most other companies were unable to raise capital.

But for all the success Pieridae has had in battling through COVID‐19, there remain other challenges. Going forward, we must re‐double our efforts to increase our financial liquidity. Relative to our industry peers, improvements are required and the reduction of our operating costs remains a priority. We know that one of the ways to address this imperative is by increasing the output volumes produced at our natural gas processing facilities and to that end, Pieridae is evaluating a possible expansion of its drilling program in 2021 and 2022.

Another important objective that we are striving to achieve in 2021 is obtaining regulatory approval of Shell’s transfer of the licenses relating to the assets that Pieridae purchased from Shell in the fall of 2019. We should remember that despite the denial of the license transfer application in 2020 by the Alberta Energy Regulator (“AER”), Pieridae continues to own and operate those assets – nothing has changed in that regard. We are committed to work with Shell to achieve a resolution that works for both companies and one that respects the underlying deal that allowed us to purchase the assets in the first place. A re‐application for the license transfer was submitted by Shell to the AER in early January 2021 and we are hopeful that this matter will be successfully concluded by mid‐ year.

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With our strong base of conventional assets, Pieridae is well positioned heading into a better commodity price environment. Oil prices rallied in the first two months of 2021 by approximately 30% while natural gas prices have stabilized as well. These higher commodity prices should help Pieridae to continue to increase its net operating income and cash flow in 2021.

Throughout all of the current global adversity we maintained the support of many key stakeholders, especially our core shareholders and our lender Erikson National Energy Inc. and its agent, Third Eye Capital, which have been supportive and helpful in ensuring that our business remains on track to be positioned for future success as we move past the pandemic and industry downturn.

Even with stronger commodity prices and a more bullish outlook for 2021, the aftermath of 2020 has demonstrated the very real challenges that we face in developing the multi‐billion‐dollar Goldboro LNG Project and its major impact on our balance sheet. Accordingly, we continue in our efforts to identify a financial partner, whether it be from the private sector or from government, in order to raise the capital necessary to initiate and complete the construction of the Goldboro LNG Facility.

Arguably the most important advancement that we made in 2020 in regard to the Goldboro LNG Project in 2020 was the solidification of our relationship with the Nova Scotia Mi’kmaq Nation. Building trust and respect is paramount and the knowledge that we have gained in partnering with the Mi’kmaq is now being applied across the Corporation.

The engagement of Bechtel Canada Co (in substitution of Kellogg Root & Brown Limited (“KBR”)) as our engineering, procurement, construction and commissioning contractor for the Goldboro LNG Facility was another big win for Pieridae. But wins can come at a cost. As a consequence of KBR’s sudden and unanticipated decision to exit the fixed price LNG construction sector, we have had to replace KBR with Bechtel which in turn has forced use to incur transitional costs while also losing valuable time. That said, in the aftermath of historically low LNG prices that created an environment where many global LNG projects were either deferred or cancelled, Pieridae made inroads with its development of the Goldboro LNG Project and found a way to advance the project.

We have made our case to many about the merits of the Goldboro LNG Project, not the least of which is government. Through multiple conversations, meetings, presentations and answering questions, the Government of Canada, Government of Alberta and Government of Nova Scotia are now quite familiar with, and supportive of Pieridae’s development of the Goldboro LNG Project and are focused on providing the energy to fuel people’s daily lives in Canada and globally. This outreach should help us in the months and years to come as our business expands and shapes itself into the new policies and attitudes that will continue to influence the goal of building a better energy future.

The many advancements with Goldboro LNG Project and with other aspects of our business made in 2020 are highlighted in our Annual Report which is available under the Corporation’s profile on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) at www.sedar.com. We invite you to review our Annual Report and to participate in our Annual and Special Shareholder Meeting scheduled to commence in a virtual format at 8:30 a.m. (Mountain time) on May 27, 2021.

April 16, 2021

“ Myron Tétreault ”

Myron Tétreault Chair of the Board of Directors

“ Alfred Sorensen ”

Alfred Sorensen Chief Executive Officer

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PROXY INFORMATION

DATE OF THE INFORMATION CIRCULAR

The date of this this Management Information Circular (the “ Circular ”) is April 16, 2021 (the “ Record Date ”).

VOTING

As a shareholder of Pieridae, you are entitled to receive notice of, and to vote your Common Shares at, the annual and special meeting (the “ Meeting ”) of the Corporation’s shareholders (the “ Shareholders ”) to be held via live audio webcast online at: http://web.lumiagm.com/256537397 on May 27, 2021 commencing at 8:30 a.m. (Mountain �me) or at any adjournment or postponement thereof.

At least two persons who hold or represent by proxy at least 5% of the issued and outstanding Common Shares must be present at the Meeting in order to constitute a quorum thereby enabling the Meeting to proceed. If you submit a properly executed form of proxy or vote by telephone or the internet, you will be considered to be part of the quorum.

As at April 16, 2021 (the “ Record Date ”), the Corporation had 157,641,871 Common Shares issued and outstanding. Each Common Share entitles the holder thereof to one vote on each resolution proposed at a meeting of Shareholders. Except for Common Shares, the Corporation has not issued any other voting security. The outstanding Common Shares are listed on the Toronto Stock Exchange under the symbol “PEA”.

We must receive a simple majority of votes cast (50% plus one vote) for each items put forward at the Meeting in order for that item to be approved. Computershare Trust Company of Canada (“ Computershare ”), our transfer agent and registrar, will count the votes during the Meeting in its capacity as the Corporation’s scrutineer.

WHO CAN VOTE

If you held Common Shares at 5:00 p.m. (Mountain time) on the Record Date (April 16, 2021), you are entitled to receive notice of and vote at the Meeting. Each Common Share that you own entitles you to one vote at the meeting or any adjournment or postponement.

We are not aware of any person who beneficially owns or exercises control or direction over (directly or indirectly) more than 10% of the voting rights attached to the Common Shares as at the Record Date, except the following:

(a) Alberta Investment Management Corporation is the registered holder of 23,419,546 (or approximately 14.9%) of the issued and outstanding Common Shares on the Record Date; and
(b) Erikson National Energy Inc.1 is the registered holder of 23,255,813 (or approximately 14.8%) of the issued and outstanding Common Shares on the Record Date.

HOW TO VOTE

You can vote in one of two ways:

(a) by par�cipa�ng in the Mee�ng via live audio webcast online at h�p://web.lumiagm.com/256537397; or
(b) by having someone else vote for you at the Mee�ng via live audio webcast (called vo�ng by proxy).

1 Mark Horrox, one of the Corporation’s directors being put forth for re‐election at the Meeting, is a director of Erikson National Energy Inc.

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The par�cular rules for vo�ng depend on whether you’re a “registered shareholder” or a “non‐registered shareholder”, as discussed below.

registered shareholders

You are a registered shareholder of Common Shares (a “ Registered Shareholder ”) if you hold the share certificate in your name or your shares are recorded electronically in the direct registration system.

We have sent you a proxy form with this package if you would like someone else vote for you at the Mee�ng.

non‐registered (beneficial) shareholders

You are a non‐registered shareholder of Common Shares (a “ Non‐Registered Shareholder ”) if you hold your shares through an intermediary where the shares are registered in your intermediary’s name and you are the beneficial shareholder. More particularly, you are a Non‐Registered Shareholder if your Common Shares are held on your behalf but registered either: (a) in the name of an intermediary that you deal with in respect of the Common Shares (intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self‐administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited) of which the intermediary is a participant.

We do not have the names of Non‐Registered Shareholders or a record of the number of shares that are owned by Non‐Registered Shareholders.

Non‐Registered Shareholders who have not objected to their intermediary disclosing certain ownership information about themselves to the Corporation are referred to as “Non‐Objecting Beneficial Owners” (“ NOBOs ”). Non‐ Registered Shareholders who have objected to their Intermediary disclosing ownership information about themselves to the Corporation are referred to as “Objecting Beneficial Owners” (“ OBOs ”).

In accordance with the requirements as set out in National Instrument 54‐101 (Communications with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators), the Corporation has distributed copies of the Notice of Meeting, this Circular, the form of proxy and the supplemental mailing list return card (collectively, the “ Meeting Materials ”) to intermediaries for onward distribution to NOBOs and OBOs. Intermediaries are required to forward the Meeting Materials to Non‐Registered Shareholders unless a Non‐ Registered Shareholder has waived the right to receive them. The Corporation will reimburse intermediaries for the cost incurred by them in delivering the Meeting Materials to OBOs.

Only Registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Non‐ Registered Shareholders should carefully follow the instructions of their intermediary, including those regarding when and where the proxy, proxy authorization form or voting instruction form is to be delivered.

REVOCABILITY OF PROXY

Only Registered Shareholders have the right to revoke a proxy.

A Non‐Registered Shareholder who wishes to change its vote must arrange for its intermediary to revoke its proxy on its behalf. Your intermediary will send you a voting instruction form . You must comply with the instructions on the voting instruction form and return it your intermediary for your vote to be counted at the Meeting.

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VOTING PROCEDURE

non‐registered (beneficial) shareholders


	registered shareholders	non‐registered (beneficial) shareholders
Voting by proxy	Your Common Shares will be voted at the	Your Common Shares will be voted at the
	Meeting according to your instructions. Send	Meeting according to your instructions.
	your voting instructions by using your_proxy_	Send your voting instructions using your
	form.	voting instruction form.
	You can send your instructions by mail in the	Most intermediaries allow you to send your
	addressed envelope enclosed herewith to	instructions by mail, internet, telephone or
	Computershare. Follow the instructions on	fax, but each has its own process so make
	the form carefully.Your instructions must be	sure you follow the instructions on the form.
	received by 8:30 am (Mountain time) on	Your intermediary must receive your
	May 25, 2021 for your vote to be counted.If	instructions in enough time to act on them.
	you’re mailing the form, be sure to allow	Check the deadline on the form.If you are
	enough time for the envelope to be delivered.	mailing your instructions, be sure to allow
	If you are appointing a proxyholder other than Myron A. Tétreault or alternatively,	enough time for the envelope to be delivered.
	Alfred Sorensen, you must register such proxyholder with Computershare, which is an additional step to be completed once you have submitted your form of proxy. Follow the instructions below under the heading “Register your proxyholder”. Failure to register the proxyholder will result in the proxyholder not receiving a Control Number to vote during the Meeting and will only being able to attend as a guest without voting privileges.	If you are appointing a proxyholder other than Myron A. Tétreault or alternatively, Alfred Sorensen, you must register such proxyholder with Computershare, which is an additional step to be completed once you have submitted your form of proxy. Follow the instructions below under the heading “Register your proxyholder”. Failure to register the proxyholder will result in the proxyholder not receiving a Control Number to vote during the

If you are appointing a proxyholder other than Myron A. Tétreault or alternatively, Alfred Sorensen, you must register such proxyholder with Computershare, which is an additional step to be completed once you have submitted your form of proxy. Follow the instructions below under the heading “Register your proxyholder”. Failure to register the proxyholder will result in the proxyholder not receiving a Control Number to vote during the Meeting and will only being able to attend as a guest without voting privileges.

If the Meeting is adjourned or postponed, your proxy must be received 48 hours before the time of the reconvened meeting (excluding weekends and holidays).

You may also vote by telephone by calling 1‐ 866‐732‐8683 (toll‐free) or by using the internet at www.investorvote.com.

Voting at the Meeting If you wish to vote at the Meeting in person, via live audio webcast do not complete and return the proxy form – your vote will be taken and counted at the Meeting, via webcast.

We recommend that you login in at least one hour before the Meeting starts. Click “Login” and then enter your Control Number and Password “pieridae2021” (case sensitive).

To vote at the Meeting, you should strike out the names of the Management Proxyholders named in the voting instruction form sent to you by your intermediary, insert your own name in the space provided on the voting instruction form, follow all of the applicable instructions provided by your intermediary AND register yourself as a proxyholder, as described below.

Register your proxyholder

To register a third‐party proxyholder, registered shareholders must visit:

To register yourself or a third‐party proxyholder, non‐registered shareholders must visit:

http://www.computershare.com/Pieridae

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registered shareholders

by 8:30 am (Mountain Time) on May 25, 2021 and provide Computershare with the requested information including your Holder ID.

Computershare will provide the third‐party proxyholder with a control number by e‐ mail. This control number is required to vote at the Meeting.

non‐registered (beneficial) shareholders http://www.computershare.com/Pieridae

by 8:30 am (Mountain Time) on May 25, 2021 and provide Computershare with the requested information including your CUID which is a 4‐character code used to identify the financial/participant institution. If your Common Shares are held at a brokerage firm and if you have received a Broadridge Voting Instruction Form, the CUID is located on the second page of your Voting Instruction Form, top left‐hand corner beside the “Proxy Deposit Date”.

Once registration of the proxyholder is complete, Computershare will provide the registered proxyholder with a control number by email. This control number is required to vote at the Meeting.

Changing your vote If you voted by phone or internet, then voting again by phone or internet will revoke your previous vote.

If you faxed or mailed your proxy, you can revoke your vote and provide new voting instructions by fax or mail. The letter must be signed by you or your authorized attorney. If the shareholder is a corporation, the instructions must include a corporate seal or be signed by an authorized officer or attorney.

The votes of a properly appointed proxyholder are not counted until the proxyholder attends the Meeting. Therefore, it will not be possible for a non‐registered (beneficial) shareholder to revoke their proxy vote.

Your previous instructions will be revoked as long as:

the new voting instructions are received by 8:30 am (Mountain time) on May 25, 2021, or
you provide the new voting instructions in any other way permitted by law.

If you have followed the process for attending and voting at the Meeting online, voting at the Meeting online will revoke your previous proxy.

More about voting by When you send in the proxy form, by default you are appointing Myron A. Tétreault and in the proxy alternative, Alfred Sorensen, to act as your proxyholder and vote on your behalf. They will vote your Common Shares according to the voting instructions you provide on the proxy form. If you

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registered shareholders

non‐registered (beneficial) shareholders

do not provide voting instructions, they will vote FOR the resolutions to be voted on at the Meeting. The proxy form confers discretionary authority upon the persons named therein with respect to other matters which may properly come before the Meeting or any adjournment or postponement thereof. As of the date of the Circular, Management is not aware of any such amendment, variation or other matter to come before the Meeting.

You also have the right to appoint someone else to represent you at the Meeting or at any adjournment or postponement thereof. This person does not need to be a shareholder of the Corporation. Simply write that person’s name in the blank space provided on the proxy form. That person does not need to be a shareholder. Your vote will be counted as long as the person you appoint attends the Meeting and votes on your behalf. If amendments or new items are brought before the Meeting, your proxyholder can vote as he or she sees fit.

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

Other than as set forth in this Circular, the management of the Corporation (the “ Management ”) is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer of the Corporation at any time since January 1, 2020 (the beginning of the Corporation’s last financial year) or any proposed nominee for election as a director, or any associate or affiliate of any of the foregoing persons, in any matter to be acted upon at the Meeting other than the election of directors or the appointment of auditors. All of the directors and executive officers of the Corporation may receive incentive stock options pursuant to the Stock Option Plans.

SHAREHOLDER QUESTIONS AND ANSWERS

Why is Pieridae having a virtual only Meeting?

In order to proactively deal with the unprecedented public health impact of the coronavirus disease 2019 (COVID‐ 19), and to mitigate risks to the health and safety of our shareholders, employees, other stakeholders and communities, the Corporation will hold the Meeting in a virtual only format, which will be conducted via live audio webcast. Thus, Shareholders will have the opportunity to participate in the Meeting online regardless of their geographic location.

How will Shareholders be able to participate at the Meeting?

Registered Shareholders and duly appointed third party proxyholders who participate at the Meeting online will be able to listen to the Meeting, ask questions and vote, all in real time, provided that they are connected to the internet and comply with all of the requirements set out below under “How do I vote” and “How do I participate at the Meeting”.

Non‐Registered Shareholders should have received this Circular, together with either (a) the voting instruction form (or proxy authorization form) from your intermediary to be completed and signed by them and returned to the intermediary in accordance with the instructions provided by the intermediary, or (b) a form of proxy, which has already been signed by the intermediary and is restricted as to the number of Common Shares beneficially owned by you. The voting instructions, proxy authorization form or form of proxy is to be completed by you and delivered to Computershare’s address: A�en�on: Proxy Department, 8th floor, 100 University Avenue, Toronto, Ontario M6J

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2Y1 by 8:30 am on May 25, 2021 or by 48 hours before the Meeting is reconvened if it was postponed or adjourned or by any other manner permitted by law. To participate in, and to vote during, the Meeting, a Non‐Registered Shareholder must complete, sign and return the voting instruction form in accordance with the directions provided and a form of proxy giving the right to participate and vote, will be forwarded to the Non‐Registered Shareholder.

Non‐Registered Shareholders who have not duly appointed themselves as proxyholders may still participate in the Meeting as a “guest”. Guests will be able to listen to the Meeting but will not be able to ask questions or vote at the Meeting. See “How do I vote” and “How do I participate at the Meeting” below.

Who is soliciting my proxy?

The Management of Pieridae is soliciting your proxy for use at the Meeting to be held on May 27, 2021.

Will the financial statements of the Corporation be presented at the Meeting?

The financial statements for the year ended December 31, 2020, together with the auditors’ report on these statements, will be presented at the Meeting as the first order of business.

On what will I be asked to vote?

You will be asked to vote on the following:

(a) to fix the number of directors of the Corporation to be elected as eight;
(b) to elect the directors of the Corporation for the ensuing year;
(c) to appoint Ernst & Young LLP as the auditors of the Corporation for the ensuing year and authorize the board of directors to fix their remuneration;
(d) to consider and, if deemed advisable, to pass an ordinary resolution approving the amended and restated stock option plan (the text of which is set forth in attached Schedule A); and
(e) to transact any other business which may be properly brought before the Meeting.

How will these matters be decided at the Meeting?

A majority of votes cast by the Shareholders, either by proxy or in person, will constitute approval of each of the matters specified in this Circular.

How many votes do I have?

You will have one vote for each Common Share that you hold at the close of business on the Record Date (April 16, 2021).

How many Common Shares are eligible to vote?

At the close of business on the Record Date, there were 157,641,871 Common Shares issued and outstanding. Each Common Share held by you at that Record Date entitles you to one vote.

How do I vote?

If you are eligible to vote and your Common Shares are registered in your name at the close of business on the Record Date, you can vote your Common Shares:

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(a) by completing a ballot online during the Meeting, as further described below under the heading “How do I participate at the Meeting” ; or
(b) by proxy, as further described below under the heading “How can a Registered Shareholder vote by proxy” ; or
(c) by phone by calling the toll‐free number listed on the form of proxy from a touch tone phone, entering your Control Number listed on the form of proxy and following the voting instructions.

In order to vote the Common Shares that you acquired after the Record Date, you must, no later than the commencement of the Meeting:

(d) request that the Corporation add your name to the list of voters; and
(e) properly establish ownership of the Common Shares or produce properly endorsed share certificates evidencing that the Common Shares have been transferred to you.

If your Common Shares are registered in the name of an intermediary, such as a bank, trust company, securities broker or other financial institution, (an “ Intermediary ”) please see the instructions below under the heading “How can a Non‐Registered Shareholder vote?” .

How do I participate in the Meeting?

Pieridae is holding the Meeting in a virtual only format, which will be conducted via live audio webcast. Consequently, Shareholders will not be able to attend the Meeting in person.

Participating in the Meeting online enables Registered Shareholders and duly appointed proxyholders, including Non‐Registered Shareholders who have duly appointed themselves as proxyholder, to participate at the Meeting and ask questions, all in real time. Registered Shareholders and duly appointed proxyholders can vote at the appropriate times during the Meeting.

Guests, including Non‐Registered Shareholders who have not duly appointed themselves as proxyholder, may log in to the Meeting as a Guest, as set out below, and may listen to the Meeting but will not be able to vote.

Instructions for Registered Shareholders and Instructions for Guests Proxyholders

Click “Login” and then enter your Control Click “Guest” and then complete the online Number (see below) and Password form. “pieridae2021” (case sensitive).

Registered shareholders:

The Control Number is located on the form of proxy or in the email notification you received is your Control Number.

Duly appointed proxyholders:

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Instructions for Registered Shareholders and Proxyholders

Instructions for Guests

Computershare will provide the proxyholder with a Control Number by e‐mail after the proxy voting deadline has passed and the proxyholder has been duly appointed AND has registered as described under the heading “ Appointment of a third party as proxy ” above.

If you participate in the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure and we recommend that you log in at least thirty minutes before the Meeting is scheduled to begin.

How can a Non‐Registered Shareholder vote?

If your Common Shares are not registered in your name, they will be held by an Intermediary such as a bank, trust company, securities broker or other financial institution. Each Intermediary has its own procedures that should be carefully followed by Non‐Registered Shareholders to ensure that their Common Shares are voted at the Meeting, including when and where the proxy or voting instruction form (or proxy authorization form) is to be delivered.

How can a Shareholder vote by proxy?

The following applies to Shareholders who wish to appoint someone as their proxyholder other than the Management Proxyholders named in the form of proxy or voting instruction form. This includes Non‐Registered Shareholders who wish to appoint themselves as proxyholder to participate and vote at the Meeting.

Shareholders who wish to appoint someone other than the Management Proxyholders as their proxyholder to participate in, and to vote their Common Shares during, the Meeting as their proxy (including Non‐Registered Shareholders who wish to appoint themselves as their proxyholder to participate in, and to vote their Common Shares during, the Meeting) MUST submit their form of proxy or voting instruction form, as applicable, appointing that person as proxyholder AND register that proxyholder online, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Control Number that is required to vote at the Meeting.

Step 1. Submit your form of proxy or voting instruction form:

To appoint someone other than the Management Proxyholders as proxyholder, insert that person’s full legal name in the blank space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed before registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form.

If you are a Non‐Registered Shareholder and wish to vote at the Meeting, you have to 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. By doing

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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 above under the heading “How do I participate at the Meeting”.

If you are a Non‐Registered Shareholder located in the U.S.A. and wish to vote at the Meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described above under “How do I participate at the Meeting”, you must obtain a valid legal proxy from your Intermediary. Follow the instructions from your Intermediary included with the legal proxy form and the voting information form sent to you or contact your Intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your Intermediary, you must then submit such legal proxy to Computershare. Requests for registration from Non‐Registered Shareholders located in the U.S.A. that wish to vote at the Meeting or, if permitted, appoint a third party as their proxyholder must be sent by e‐mail or by courier to: [email protected] (if by e‐ mail), or Computershare, Attention: Proxy Dept., 8th Floor, 100 University Avenue, Toronto, ON M5J 2Y1, Canada (if by courier), and in both cases, must be labeled “Legal Proxy” and received no later than the voting deadline of 8:30 a.m. (Mountain Time) on May 25, 2021.

Step 2. Register your proxyholder:

To register a third‐party proxyholder, shareholders must visit www.computershare.com/Pieridae by 8:30 a.m. (Mountain Time) on May 25, 2021 and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with a Control Number via email. Without a Control Number, proxyholders will not be able to vote at the Meeting but will be able to participate as a guest.

How will my proxy be voted?

On the form of proxy, you can indicate how you would like your proxyholder to vote your Common Shares for any matter put to a vote at the Meeting and on any ballot that may be called for, and your Common Shares will be voted accordingly.

If you do not indicate how you want your Common Shares to be voted, the Management Proxyholders named in the form of proxy intend to vote your Common Shares in the following manner:

FOR fixing of the number of the number directors of the Corporation to be elected as eight;

FOR the election of Management’s nominees for directors;
FOR the appointment of Management’s nominee, Ernst & Young LLP, as the auditors and for the authorization of the directors to fix their remuneration;
FOR the approval of the amended and restated stock option plan (the text of which is set forth in attached Schedule A); and
FOR transacting any other business which may be properly brought before the Meeting.

What if I want to revoke my proxy?

If you are a registered shareholder you can revoke your voting instructions by sending us a notice in writing (from you or a person authorized to sign on your behalf). This request must be delivered to Computershare’s address: A�en�on: Proxy Department, 8th floor, 100 University Avenue, Toronto, Ontario M6J 2Y1 by 8:30 am on May 25, 2021 or by 48 hours before the Meeting is reconvened if it was postponed or adjourned or by any other manner permitted by law. Alternatively, if you have followed the process for attending and voting at the Meeting online, voting at the Meeting online will revoke your previous proxy.

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If you are a beneficial shareholder, contact your intermediary to find out how to change or revoke your voting instructions and the timing requirements. Intermediaries may set deadlines for the receipt of revocation notices that are farther in advance of the Meeting than those set out above and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the proxy card or voting instruction form to ensure it is given effect at the meeting.

How are proxy solicited?

The solicitation of proxies will be primarily by mail; however, proxies may be solicited personally or by telephone by directors, officers and regular employees of the Corporation. The cost of this solicitation will be paid by the Corporation.

How are Meeting Materials delivered to Shareholders?

Meeting Materials are sent to Registered Shareholders directly. Meeting Materials are sent to Intermediaries to be forwarded to all Non‐Registered Shareholders. If you are a Non‐Registered Shareholder, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. The Corporation pays the cost of delivery of Meeting Materials for all Registered Shareholders and Non‐Registered Shareholders, including to Intermediaries for delivery to objecting Non‐ Registered Shareholders.

BUSINESS OF THE MEETING

The following matters will be presented during the Meeting for consideration by the Shareholders.

As of the Record Date, no director of the Corporation has informed management in writing that he or she intends to oppose any action that is intended to be taken by Management at the Meeting.

RECEIVING THE ANNUAL REPORT

A copy of the annual report of the Corporation (the “ Annual Report ”), including the consolidated financial statements of the Corporation for the year ended December 31, 2020, the report of auditors thereon and the related management discussion and analysis (“ MD&A ”), will be sent under a separate cover to all Registered Shareholders and to those Non‐Registered Shareholders who have requested a copy of the Annual Report.

The Annual Report and other information concerning the Corporation is available on the Corporation’s website at www.pieridaeenergy.com and under the Corporation’s profile on SEDAR at www.sedar.com.

FIXING THE NUMBER OF DIRECTORS TO BE ELECTED

It is proposed that the number of directors to be elected at the meeting of the Shareholders be fixed at eight.

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The text of the proposed resolution is set out below.

“IT IS RESOLVED as an ordinary resolution that the number of directors to be elected at the annual and special meeting of shareholders of Pieridae Energy Limited held on May 27, 2021 be hereby fixed at eight (8).”

The Board recommends that Shareholders vote FOR this resolution.

In the absence of a contrary instruction or if no choice is specified in the proxy with respect to the following matter, the Management Proxyholders intend to vote FOR the resolution fixing the number of directors to be elected at the Meeting by Shareholders at eight.

ELECTION OF DIRECTORS

The members of the board of directors of the Corporation (the “ Board ”) are elected at each annual meeting of Shareholders to hold office until the conclusion of the next such annual meeting of Shareholders unless prior to that meeting, the particular director resigns or the position becomes vacant for any other reason. In such an event, the bylaws of the Corporation (the “ Bylaws ”) permit the Board to fill such vacancy subject to the provisions of the Canada Business Corporations Act , R.S.C. 1985, c C‐44, as amended, (the “ CBCA ”). In addition, the articles of the Corporation (the “ Articles ”) permit the Board to appoint one or more additional directors of the Corporation who shall hold office for a term expiring not later than the close of the next annual meeting of Shareholders but the total number of directors so appointed may not exceed one‐third of the number of directors elected at the previous annual meeting of Shareholders.

The Articles allow for a minimum of three, and a maximum of eleven, directors of the Corporation. The current number of directors of the Corporation is eight and the Board has fixed the number of directors to be elected at the Meeting at eight, with the eight proposed nominees for election to the Board (collectively, the “ Nominees ” and each, a “ Nominee ”) being:


NAME OF NOMINEE	DATE FIRST ELECTED OR APPOINTED	NAME OF NOMINEE	DATE FIRST ELECTED OR APPOINTED
	AS A DIRECTOR OF THE CORPORATION		AS A DIRECTOR OF THE CORPORATION
Myron Tétreault	March 20, 2009	Charle Gamba	June 18, 2019
Charles Boulanger	December 11, 2012	Mark Horrox	November 1, 2019
Kjell Pedersen	June 27, 2018	Alfred Sorensen	May 29, 2012
Andrew Judson	June 12, 2015	Kiren Singh	May 26, 2020

TABLE 1

Except for Alfred Sorensen, all of the other Nominees are considered to be independent.

Please refer below to the text under the heading “ Information Concerning Nominees for Election to the Board ” for particular biographical and other information concerning each Nominee and to the text under the heading “ Information Concerning Governance ” for a further discussion of the independence of the Nominees.

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Each Nominee who is elected as a director will hold that office until the conclusion of the next annual meeting of the Corporation or until the successor of such director is duly elected or appointed in the event that such office is earlier vacated.

In the absence of a contrary instruction or if no choice is specified in the proxy with respect to the following matter, the Management Proxyholders intend to vote FOR the fixing of the number of directors to be elected at the Meeting at eight and FOR the election as directors of the Nominees whose names are set forth above. Each such Nominee has been a director since the date indicated opposite the proposed Nominee’s name in the above table.

APPOINTMENT OF AUDITORS

Ernst & Young LLP has been the Corporation’s auditors since 2014. The Board proposes to re‐appoint Ernst & Young LLP, chartered professional accountants, as auditors of the Corporation at remuneration to be fixed by the Board. The proposed resolution is set out below.

“IT IS RESOLVED as an ordinary resolution that Ernst & Young LLP be hereby appointed auditors of Pieridae Energy Limited to hold office until the close of the next annual meeting of shareholders of the corporation, at such remuneration as may be fixed by the corporation’s board of directors.”

The Board recommends that Shareholders vote FOR this resolution.

In the absence of a contrary instruction or if no choice is specified in the proxy with respect to the following matter, the Management Proxyholders intend to vote FOR the appointment of Ernst & Young LLP as auditors of the Corporation to hold office until the next annual meeting of Shareholders or until a successor is appointed and authorizing the Board to fix the remuneration of the auditors.

External Auditor Service Fees

Information regarding the amount and nature of the fees that were paid by the Corporation to its external auditors is disclosed on page 35 of the annual information form of the Corporation for the year ended December 31, 2020, a copy of which can be found under the Corporation’s profile on SEDAR at www.sedar.com and which was filed on SEDAR on March 30, 2021.

PROPOSED APPROVAL OF THE AMENDED AND RESTATED STOCK OPTION PLAN

Please refer below to the text under the heading “ The Stock Option Plans ”, including Table 3, for a discussion of the Stock Option Plans of the Corporation and their prevailing terms.

The stock option plan that was approved and adopted by the Board as of October 24, 2017, as subsequently amended and restated, (the “ Stock Option Plan Number One ”) was further amended and restated in the form attached hereto as Schedule A (the “ Amended and Restated Stock Option Plan ”), as approved and adopted by the Board on March 24, 2021.

The amendments to the Stock Option Plan Number One were occasioned primarily by the fact that the Common Shares now trade on the Toronto Stock Exchange whereas prior to June 3, 2020 the Common Shares traded on the TSX Venture Exchange.

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Pursuant to section 6.1 of Stock Option Plan Number One, the Board may, from time to time and subject to the approval of regulatory authorities, amend the plan. The following is a summary of the significant amendments to the Stock Option Plan Number One that were approved and adopted by the Board and are consequently reflected in the Amended and Restated Stock Option Plan.

the introduction of the definitions “Affiliate”, “Black‐Out Period”, “Business Day”, “Change of Control”, “Constructive Dismissal”, “Eligible Persons”, “Event”, “Insider”, “Insider Participation Limits”, “Notice”, “Security Based Compensation Arrangement”, “Service Provider”, “Shareholder”, “Successor Corporation” and “Termination Date”;
the deletion of the definitions “Consultant”, “Consulting Firm” and “Investor Relations”;
the modification of the definition “Exchange” to mean the Toronto Stock Exchange instead of the TSX Venture Exchange;
the modification of the definition “Market Value” to mean the closing price of the Shares on the Exchange on the trading day immediately preceding the Date of Grant;
the modification of the procedure to be followed by the Corporation for notifying Eligible Persons of the grant of stock options to them and for evidencing their acceptance of the stock option grants and the terms and conditions thereof, all as particularly described in Sections 2.3 and 2.4 of the Amended and Restated Stock Option Plan;
the establishment of participations limits for Insiders as described in section 2.6 of the Amended and Restated Stock Option Plan;
the extension of the Expiry Date of an Option as a consequence of a prevailing Black‐Out Period;
the reduction in the period of time (from twelve months after death to ninety days after death) during which a Personal Representative of a deceased Eligible Person can exercise that Eligible Person’s Options which have vested on or before the date of death;
the deletion of section 3.8 of the Stock Option Plan Number One pertaining to disinterested shareholder approval and the addition of section 5.3 of the Amended and Restated Stock Option Plan pertaining to shareholder approval;
the modification of the procedure to be followed by an Optionee for exercising Options, all as particularly described in Section 4 of the Amended and Restated Stock Option Plan;
the addition of section 5.2 of the Amended and Restated Stock Option Plan pertaining to the amendment of that stock option plan; and
the addition of section 5.4 of the Amended and Restated Stock Option Plan which describes the consequences to Options that would arise in the event of a change in control of the Corporation.

In order to be effective, the resolution respecting the amended and revised stock option plan (the “ Stock Option Plan Resolution ”) must be approved by a majority of the votes cast by the Shareholders present or represented by proxy at the Meeting. The text of the Stock Option Plan Resolution is set out below.

“IT IS RESOLVED as an ordinary resolution that:
(a) the stock option plan which was approved and adopted by the board of directors of Pieridae Energy Limited on October 24, 2017 and amended and restated by the board on November 23,

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2017 and March 19, 2020 and which was again amended and restated by the board on March 24, 2021, the text of which is reproduced in Schedule A to the Management Information Circular dated April 16, 2021 (the “Stock Option Plan”), is hereby ratified, confirmed and approved as the stock option plan of Pieridae Energy Limited;

(b) Pieridae Energy Limited is authorized to grant stock options pursuant and subject to the terms and conditions of the Stock Option Plan until May 27, 2024; and
(c) any director or officer of Pieridae Energy Limited is hereby authorized to execute and deliver, whether under corporate seal or otherwise, any agreements, instruments, notices, consents, acknowledgements, certificates and other documents (including any documents required under applicable laws or regulatory policies), and to perform and do all such other acts and things, as any such director or officer in his or her discretion may consider to be necessary or advisable from time to time in order to give effect to this resolution.”

The Board recommends that Shareholders vote FOR the approval of the Stock Option Plan Resolution.

In the absence of a contrary instruction or if no choice is specified in the proxy with respect to the following matter, the Management Proxyholders intend to vote FOR the Stock Option Plan Resolution.

INFORMATION CONCERNING NOMINEES FOR ELECTION TO THE BOARD

BIOGRAPHICAL INFORMATION REGARDING THE NOMINEES

Myron A. Tétreault – Chairman of the Board

Name of Nominee: Myron Tétreault Credentials: B.B.A., J.D. Age: 53 Residence: Calgary, Alberta, Canada Independent	Mr. Tétreault has been chairman of Calafate Holdings Ltd. since 1999 and serves as the Lead Director of PHX Energy Services Corp. He is also a co‐ founder and director of Fitzroy Developments Ltd., Fitzroyalty Land Opportunities Fund LP, and the Chairman of West Aspen Holdings Ltd. and Stoked Oats Ltd. In the recent past, Mr. Tétreault was co‐founder and director of Northern Vision Development Corp. for 14 years and a co‐ founder and director of Webber Academy Foundation for 24 years. Mr. Tétreault obtained his Bachelor of Business Administration degree (cum laude) from the University of Ottawa in 1988 and his Juris Doctor degree (with distinction) from the University of Saskatchewan in 1992. He is also a member of the Law Society of Alberta.	Mr. Tétreault has been chairman of Calafate Holdings Ltd. since 1999 and serves as the Lead Director of PHX Energy Services Corp. He is also a co‐ founder and director of Fitzroy Developments Ltd., Fitzroyalty Land Opportunities Fund LP, and the Chairman of West Aspen Holdings Ltd. and Stoked Oats Ltd. In the recent past, Mr. Tétreault was co‐founder and director of Northern Vision Development Corp. for 14 years and a co‐ founder and director of Webber Academy Foundation for 24 years. Mr. Tétreault obtained his Bachelor of Business Administration degree (cum laude) from the University of Ottawa in 1988 and his Juris Doctor degree (with distinction) from the University of Saskatchewan in 1992. He is also a member of the Law Society of Alberta.
Board memberships of other public corporations: PHX Energy Services Corp.
Voting Results at 2020 annual meeting: For: 98.70% Withheld: 1.30%	Director since March 20, 2009 The term of office will expire on May 27, 2021
	Board meeting attendance:	7 out of 7
Number of Common Shares beneficially owned, controlled or directed on the Record Date: 683,284	Governance & Compensation Committee meeting attendance:	2 out of 22

2 During 2020 the Governance & Compensation Committee met 4 times. Mr. Tétreault ceased to be a member of that committee on May 26, 2020.

PIERIDAE ENERGY 22

Charles Boulanger — Director

Name of Nominee: Charles Boulanger Credentials: B.Sc.A., Mechanical Engineering Age: 63 Residence: Quebec City, Quebec, Canada Independent	Mr. Boulanger is the chief executive officer of Leddartech Inc., a private company with a unique, patented solid‐state LiDAR technology. He is also the president of Moody Management Inc., a private investment firm. Mr. Boulanger has over 35 years of experience in senior management positions in several industrial sectors with companies such Shell Canada Limited, a subsidiary of Royal Dutch Shell, Irving Oil, a subsidiary of Irving Group of Companies, GSI Environmental Inc. and Prolab Technolub Inc. He currently sits on the boards of Chimie Parachem s.e.c., and LeddarTech Inc. Mr. Boulanger earned a degree in mechanical engineering from Université Laval in 1981 and graduated from the senior management program at the International Center for Research and Studies in Management (CIREM) in 1990.	Mr. Boulanger is the chief executive officer of Leddartech Inc., a private company with a unique, patented solid‐state LiDAR technology. He is also the president of Moody Management Inc., a private investment firm. Mr. Boulanger has over 35 years of experience in senior management positions in several industrial sectors with companies such Shell Canada Limited, a subsidiary of Royal Dutch Shell, Irving Oil, a subsidiary of Irving Group of Companies, GSI Environmental Inc. and Prolab Technolub Inc. He currently sits on the boards of Chimie Parachem s.e.c., and LeddarTech Inc. Mr. Boulanger earned a degree in mechanical engineering from Université Laval in 1981 and graduated from the senior management program at the International Center for Research and Studies in Management (CIREM) in 1990.	Mr. Boulanger is the chief executive officer of Leddartech Inc., a private company with a unique, patented solid‐state LiDAR technology. He is also the president of Moody Management Inc., a private investment firm. Mr. Boulanger has over 35 years of experience in senior management positions in several industrial sectors with companies such Shell Canada Limited, a subsidiary of Royal Dutch Shell, Irving Oil, a subsidiary of Irving Group of Companies, GSI Environmental Inc. and Prolab Technolub Inc. He currently sits on the boards of Chimie Parachem s.e.c., and LeddarTech Inc. Mr. Boulanger earned a degree in mechanical engineering from Université Laval in 1981 and graduated from the senior management program at the International Center for Research and Studies in Management (CIREM) in 1990.
Board memberships of other public corporations: none
Voting results at 2020 annual meeting For: 99.83% Withheld: 0.17%		Director since December 11, 2012 The term of office will expire on May 27, 2021
		Board meeting attendance:	7 out of 7
Number of Common Shares beneficially owned, controlled or directed on the Record Date: 352,795		Audit Committee meeting attendance:	4 out of 4
		Reserves & HSE Committee meeting attendance:	4 out of 4
*Kjell Pedersen — Director*
Name of Nominee: Kjell Pedersen Credentials: Masters degree, petroleum engineering Age: 68 Residence: Stavanger, Norway Independent	A citizen of Norway, Mr. Pedersen has 40 years of experience in oil and gas exploration and production in Europe and North America. Mr. Pedersen has been director of Det Norske Oljeselskap AS (currently AkerBP), chairman of the construction company Aibel AS, vice‐chair of Anticosti Hydrocarbons (Canada) and chief executive officer of Petoro AS from 2001 until retirement in 2013. He began his career as a drilling engineer with Exxon Corporation and during his 23 years with ExxonMobil Corporation held various high management positions in engineering, operations and gas commercial areas in Norway, the U.S.A., Germany and the U.K.
Board memberships of other public corporations: none
Voting results at 2020 annual meeting: For: 99.85% Withheld: 0.15%		Director since June 27, 2018 The term of office will expire on May 27, 2021
		Board meeting attendance:	7 out of 7
Number of Common Shares beneficially owned, controlled or directed on the Record Date: 128,329		Reserves & HSE Committee meeting attendance:	4 out of 4
		Governance & Compensation Committee meeting attendance:	4 out of 4

PIERIDAE ENERGY 23

Andrew Judson — Director

Name of Nominee: Andrew Judson Credentials: B.A., M.B.A. Age: 53 Residence: Calgary, Alberta, Canada Independent	Mr. Judson is a director of Condor Petroleum Inc., a public Canadian company operating oil and gas developments in Turkey and Kazakhstan. Previously, Mr. Judson was a director of and senior advisor to Daytona Power Corp., a corporation developing pumped hydro storage projects in the South Western U.S.A. and was managing director of Camcor Partners Inc. Mr. Judson has more than 25 years of experience in Canadian energy capital markets and has advised some of the largest institutional investors in Canada, the U.S.A. and Europe on energy investments.	Mr. Judson is a director of Condor Petroleum Inc., a public Canadian company operating oil and gas developments in Turkey and Kazakhstan. Previously, Mr. Judson was a director of and senior advisor to Daytona Power Corp., a corporation developing pumped hydro storage projects in the South Western U.S.A. and was managing director of Camcor Partners Inc. Mr. Judson has more than 25 years of experience in Canadian energy capital markets and has advised some of the largest institutional investors in Canada, the U.S.A. and Europe on energy investments.	Mr. Judson is a director of Condor Petroleum Inc., a public Canadian company operating oil and gas developments in Turkey and Kazakhstan. Previously, Mr. Judson was a director of and senior advisor to Daytona Power Corp., a corporation developing pumped hydro storage projects in the South Western U.S.A. and was managing director of Camcor Partners Inc. Mr. Judson has more than 25 years of experience in Canadian energy capital markets and has advised some of the largest institutional investors in Canada, the U.S.A. and Europe on energy investments.
Board memberships of other public corporations: Condor Petroleum Inc.
Voting results at 2020 annual meeting:	for: 94.14%	Director since June 12, 2015 The term of office will expire on May 27, 2021
	withheld: 5.86%	Board meeting attendance:	7 out of 7
Number of Common Shares beneficially owned, controlled or directed on the Record Date: 332,697		Audit Committee meeting attendance:	4 out of 4
		Governance & Compensation Committee meeting attendance:	4 out of 4

Charle Gamba — Director

Name of Nominee: Charle Gamba Credentials: M.Sc. (geology), Ph.D. Age: 56 Residence: Bogota S.F., Colombia Independent	Mr. Gamba is currently chief executive officer and president of Canacol Energy Ltd., which he founded in 2008. He has held a variety of technical and management roles with major and mid‐sized international oil companies, with most of his professional career focused on exploration and production in South America. He holds an M.Sc. and a Ph.D. in geology.	Mr. Gamba is currently chief executive officer and president of Canacol Energy Ltd., which he founded in 2008. He has held a variety of technical and management roles with major and mid‐sized international oil companies, with most of his professional career focused on exploration and production in South America. He holds an M.Sc. and a Ph.D. in geology.
Board memberships of other public corporations: Horizon Petroleum Ltd.3(independent director from 2012 to present)
Voting results at 2020 annual meeting: for: 99.86% withheld: 0.14%	Director since June 18, 2019 The term of office will expire on May 27, 2021
	Board meeting attendance:	5 out of 7
Number of Common Shares beneficially owned, controlled or directed on the Record Date: 26,344	Audit Committee meeting attendance:	4 out of 4
	Reserves & HSE Committee meeting attendance:	4 out of 4

3 The shares of Horizon Petroleum Ltd. trade on the TSX Venture Exchange under the symbol “HPL”.

PIERIDAE ENERGY

Mark Horrox — Director

Name of Nominee: Mark Horrox Credentials: B.A. (honours), M.B.A. Age: 42 Residence: Toronto, Ontario, Canada Independent	Mr. Horrox is a Principal at Third Eye Capital Corporation (“TEC”). He has 20 years of global experience investing in companies undergoing change or growth. His responsibilities at TEC include advancing the firm's investment activities in the Canadian energy market. Mr. Horrox is the director of Erikson National Energy Inc., a portfolio company of TEC, and is a director of other TEC‐backed resource companies. He holds a Master of Business Administration (M.B.A.) from London Business School.	Mr. Horrox is a Principal at Third Eye Capital Corporation (“TEC”). He has 20 years of global experience investing in companies undergoing change or growth. His responsibilities at TEC include advancing the firm's investment activities in the Canadian energy market. Mr. Horrox is the director of Erikson National Energy Inc., a portfolio company of TEC, and is a director of other TEC‐backed resource companies. He holds a Master of Business Administration (M.B.A.) from London Business School.
Board memberships of other public corporations: none
Voting results at 2020 annual meeting: For: 99.79% Withheld: 0.21%	Director since November 1, 2019 The term of office will expire on May 27, 2021
	Board meeting attendance:	7 out of 7
Number of Common Shares beneficially owned, controlled or directed on the Record Date: nil	Mr. Horrox did not serve on any committees of the Board during 2019 or 2020.

Kiren Singh — Director

Name of Nominee: Kiren Singh Ms. Singh is a financial executive and corporate director. Ms. Singh served as Chief Financial Officer, Vice President Risk Management and Treasurer during her 30‐year career in the energy sector where she led and Credentials: B.Comm., MBA, CFA, CRM, participated in more than $4.5 billion corporate financings and $11 billion ICD.D of global project financings and insurance programs representing Age: 56 privately held and publicly traded Canadian (Toronto Stock Exchange) and Residence: Canmore, Alberta, Canada US (New York Stock Exchange) corporations including Gibson Energy Inc., OPTI Canada Inc., Value Creation Inc., Exxon Mobil Corporation and Mobil Independent Corporation. Ms. Singh serves on the board of Travel Alberta (Chair, Audit, Finance and Risk Committee). She holds a Masters of Business Administration and Bachelor of Commerce degrees (University of Calgary), a Certified Financial Analyst designation (CFA Institute), CRM (Global Risk Management Institute) and ICD.D (University of Toronto). Board memberships of other public corporations: none Voting Results at 2020 annual meeting: For: 99.87% Director since May 26, 2020 The term of office will expire on May 27, 2021 Withheld: 0.13% Board meeting attendance: 4 out of 4[4] Number of Common Shares beneficially owned, controlled or Governance & Compensation directed on the Record Date: 232,800 Committee meeting attendance: 2 out of 2[5]

4 During 2020 the Board met 7 times. Ms. Singh became a member of the Board on May 26, 2020.

5 During 2020 the Governance & Compensation Committee met 4 times. Ms. Singh became a member of that committee on May 26, 2020.

PIERIDAE ENERGY 25

Alfred Sorensen — Director and Chief Executive Officer

Name of Nominee: Alfred Sorensen Credentials: B.Comm., CPA, CA Age: 59 Residence: Calgary, Alberta, Canada Non‐Independent	Mr. Sorensen is the chief executive officer of Pieridae Energy Limited and has been since its founding in 2012. He obtained a Bachelor of Commerce degree from the University of Alberta in 1983, qualified as a chartered accountant in 1987 and is currently a chartered professional accountant. Mr. Sorensen is a leading entrepreneur in the energy industry with over 30 years of Canadian and international experience. Mr. Sorensen served as the chief executive officer of Canadian Spirit Resources from 2013 to 2015.	Mr. Sorensen is the chief executive officer of Pieridae Energy Limited and has been since its founding in 2012. He obtained a Bachelor of Commerce degree from the University of Alberta in 1983, qualified as a chartered accountant in 1987 and is currently a chartered professional accountant. Mr. Sorensen is a leading entrepreneur in the energy industry with over 30 years of Canadian and international experience. Mr. Sorensen served as the chief executive officer of Canadian Spirit Resources from 2013 to 2015.
Board memberships of other public corporations: none
Voting results at 2020 annual meeting: For: 99.83% Withheld: 0.17%	Director since May 29, 2012
	Board meeting attendance:	7 out of 7
Number of Common Shares beneficially owned, controlled or directed on the Record Date: 12,299,053	Mr. Sorensen did not serve on any committees of the Board during 2019 or 2020.

COMPETENCIES AND SKILLS OF DIRECTORS

The following table indicates the competencies and skills possessed by each Nominee (as determined by the Governance & Compensation Committee) in those particular categories that are most relevant to the Corporation and important to enable the Board to discharge its statutory and common law responsibilities.

	RANGE	RANGE	RANGE	RANGE	RANGE	RANGE	RANGE	RANGE
	3 = HIGH EXPERTISE2 = MODERATE EXPERTISE1 = MINIMAL OR NO EXPERTISE
	MYRON TÉTREAULT	CHARLES BOULANGER	KJELL PEDERSEN	ANDREW JUDSON	CHARLE GAMBA	MARK HORROX	KIREN SINGH	ALFRED SORENSEN
NATURAL GAS INDUSTRY (UPSTREAM)	2	2	3	2	2	1	2	2
NATURAL GAS INDUSTRY (MIDSTREAM)	2	2	2	2	2	1	2	2
NATURAL GAS INDUSTRY (DOWNSTREAM)	1	2	2	1	2	1	2	3
INTERNATIONAL BUSINESS	2	3	2	2	2	2	3	3
EQUITY PROCUREMENT	3	3	1	3	2	2	3	3
PROJECT FINANCE	2	1	1	1	2	2	3	2
PROJECT CONSTRUCTION	2	2	2	1	2	1	2	1
INFORMATION TECHNOLOGY	2	1	1	1	1	1	2	1
LEGAL AND REGULATORY	3	2	1	2	1	2	2	2
RISK MANAGEMENT	2	2	2	1	2	2	3	3
STRATEGIC PLANNING	3	3	2	2	2	3	3	2
INTERNATIONAL FINANCIAL REPORTING STANDARDS	2	2	1	2	2	2	2	3

TABLE 2

PIERIDAE ENERGY 26

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES AND SANCTIONS

Except as noted below, to the knowledge of the Corporation, none of the Nominees are, as at the date of this Circular, or have been, within the 10 years before the date of this Circular, a director, chief executive officer (“ CEO ”) or chief financial officer (“ CFO ”) of any company (including the Corporation) that: (a) was subject to a 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 that was in effect for a period of more than 30 consecutive days (an “ Order ”) that was issued while the proposed director was acting in the capacity as director, CEO or CFO; or (b) was subject to an Order that was issued after the proposed director ceased to be a director, CEO or CFO and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO; (c) are, as at the date of this Circular, or have been within ten years before the date of this Circular, a director or executive officer of any company (including the Corporation) 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. In addition, to the knowledge of the Corporation, no Nominees have been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a security regulatory authority or has entered into a settlement agreement with a security regulatory authority, or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director. except as described below.

Mr. Charle Gamba was formerly a director of Solimar Energy Limited (“ Solimar ”) from September 12, 2011 to December 12, 2014, upon which date all of the directors and officers resigned. On December 3, 2015, December 8, 2015 and December 21, 2015, the common shares of Solimar were cease traded by the Alberta Securities Commission, the British Columbia Securities Commission and the Ontario Securities Commission, respectively, as a result of the failure by Solimar to file various continuous disclosure documents, including interim financial statements and related management's discussion and analysis for the three‐month period ended September 30, 2014, together with the related certification of filings thereto.

No proposed director of the Corporation is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the Corporation acting solely in such capacity and except for Mr. Horrox who is being put forth as the representative of Third Eye Capital Corporation on the Corporation’s Board, pursuant to an agreement entered into among Third Eye Capital Corporation, Erikson National Energy Inc. and the Corporation.

MAJORITY VOTING POLICY

The Corporation believes that each member of the Board should have the confidence and support of the Shareholders. To that end, the Corporation approved and adopted on February 6, 2020 a majority voting policy for directors which provides that if any nominee in an uncontested election fails to receive votes in favour of his or her election that collectively constitute a majority (50% + 1) of the votes cast, that nominee will be considered by the Board not to have received the support of the Shareholders, even though duly elected as a matter of corporate law, and will be expected to submit his or her resignation to the Board immediately upon its acceptance by the Board.

In determining the Board’s acceptance of a resignation, the Board will refer the resignation to the Governance & Compensation Committee for determination of the possible existence of any exceptional circumstances relating to the nominee, the composition of the Board or the voting results that should delay the acceptance of the resignation or justify rejecting it. The majority voting policy does not apply if there are contested director elections. The

PIERIDAE ENERGY 27

Corporation shall promptly issue a news release regarding the election of directors and the Board’s decision on any such resignation.

INFORMATION CONCERNING EXECUTIVE COMPENSATION

For the financial year ended December 31, 2020 the Corporation had five named executive officers (each an “ NEO ” and collectively, the “ NEOs ”) namely, Alfred Sorensen (CEO), Robert Dargewitcz (CFO), Tim de Freitas (Chief Operating Officer), Yvonne McLeod (Senior Vice President, Drilling & Completions, Health, Safety, Environment & Regulatory) and Greg Feltham (Vice President, Exploration). Each NEO is an employee of the Corporation.

COMPENSATION DISCUSSION AND ANALYSIS

Objectives of NEO Compensation Program and Compensation Philosophy

The objectives of the Corporation’s NEO compensation program are to: (a) attract, motivate and retain highly qualified and dedicated individuals; (b) align the interests of the NEOs with those of the Corporation’s shareholders; (c) establish an objective connection between NEO compensation and the Corporation’s financial and business performance; and (d) incentivize the NEOs to lead the Corporation in achieving its corporate objectives and fulfilling its corporate strategy. The NEO compensation program is, therefore, designed to reward the NEOs for increasing shareholder value.

The Corporation maintains an incentive program which financially rewards NEOs to the degree that the Corporation achieves its pre‐established annual goals. In addition, the Corporation recognizes the importance of ensuring that overall compensation for NEOs is not only internally equitable, but also competitive within the market segment. Specifically, the Governance & Compensation Committee’s review and evaluation of corporate compensation will include measurement of, among others, the following areas: (a) the achievement of corporate objectives, such as financings, partnerships and other business development, in particular having regard to budgetary constraints and other challenges facing the Corporation; (b) the Corporation’s financial condition; and (c) the Corporation’s share price and market capitalization.

Compensation policies, practices and amounts are continuously reviewed and compared to “best practice” standards as undertaken by peer public companies. Compensation amounts and structures are compared to available relevant industry data provided by independent sources. Additionally, compensation amounts reflect prevailing market conditions and the performance of the corporation and the individual as evaluated by the Corporate Goals and metrics which are aligned with the strategic priorities of the Corporation as determined annually by the Board.

The Corporation’s compensation program for employees (including NEOs) consists of two principal components: (a) compensation (other than paid under an “incentive plan” as defined by Form 51‐102F6) consisting of base compensation and payments made under the matching RRSP plan and under the group retirement savings plan which is superseding the matching RRSP plan on April 30, 2020; and (b) compensation awarded under an incentive plan consisting of the discretionary bonus program and the stock option plans. Each component has a different function, as described in greater detail below, but all elements operate in unison to reward the NEOs appropriately for personal and corporate performance.

PIERIDAE ENERGY 28

The following line graph depicts the cumulative total shareholder return of the Corporation (PEA) over the five most recently completed financial years.[6]

==> picture [270 x 159] intentionally omitted <==

The trend shown by this graph is not reflective of the trend in compensation reported under this Circular which the executive officers received from the Corporation over the same five‐year period. As described below, the compensation received by executive officers is composed of base compensation, which has remained substantially constant over the time period, and possibly incentive awards which are received by executive officers periodically, if at all, upon the achievement of certain of the pre‐determined objectives. However, the achievement of those objectives does not necessarily impact the trading value of the Common Shares of the Corporation in the long‐term.

Base Compensation

The Corporation enters into a written contract of service with each of its employees (including each NEO) which requires the Corporation to pay base compensation (including overtime pay when statutorily mandated) as well as other monetary perquisites (collectively, “ base compensation ”) to its employees in consideration for the performance of their respective duties of employment.

The payment of base compensation to employees, in amounts which are comparable to the amounts paid to similar positions in the natural resource industry, is essential to the Corporation’s ability to attract and retain outstanding employees (including each NEO). Base compensation, and changes in base compensation, are established by the Corporation taking into account each employee’s expertise and experience as well as their level of responsibility and competitive pay practices. Base compensation is reviewed periodically, and adjusted as appropriate, by the Corporation to reflect performance and market conditions.

Any increase in the base compensation of the CEO must be approved by the Board taking into consideration the recommendation of the Governance & Compensation Committee. The CEO is responsible for determining and approving any increase in the base compensation of other employees (including other NEOs).

RRSP Matching Plan

The Corporation’s Employee RRSP matching plan (the “ RRSP Matching Plan ”) is a non‐equity, non‐incentive plan that is available to all permanent employees (including the NEOs). Participation in the Employee RRSP Matching Plan is a component of compensation that incentivizes employees to save for future retirement. The Employee RRSP Matching Plan also serves to assist the Corporation in retaining staff as it is intended to simulate a pension plan by encouraging employees to save currently in a plan that is available in the future to fund post‐retirement living.

Due to the fact that the group retirement savings plan (described below) offers participants greater flexibility than the RRSP Matching Plan while achieving the similar objectives, the Corporation terminated the RRSP Matching Plan with effect as of April 30, 2020.

6 This line graph is based on the assumption that $100 was invested on the first day of the five‐year period.

PIERIDAE ENERGY 29

Group Retirement Savings Plan

The Corporation’s group retirement savings plan implemented in late 2019 is a non‐equity, non‐incentive plan that is available to all permanent employees (including the NEOs). This plan is sponsored by the Corporation and is administered by The Manufacturers Life Insurance Company.

The plan’s primary purpose is to provide a flexible and multi‐faceted retirement savings vehicle to employees to assist them in saving for their retirement. This plan offers each participating employee the ability to make personal contributions to the plan (up to certain prescribed limits) which the employee may designate toward (a) a registered retirement savings plan (or spousal registered retirement savings plan), (b) a tax‐free savings account and (c) a non‐ registered savings plan. In order to further assist employees, the Corporation has agreed to contribute to the registered retirement savings plan of each participating employee an amount equal to 6% of the employee’s base compensation and an additional amount equal to the lesser of the contribution made by the participating employee to the group retirement savings plan and 4% of the employee’s base compensation.

Defined Benefit Pension Plan

Refer to discussion below under the heading “ Pension Plan Benefits ”.

Discretionary Bonus Program

The Corporation’s discretionary bonus program is a non‐equity incentive plan that is available to all permanent employees (including the NEOs). Participation in the program is a component of overall compensation that incentivizes employees to meet short‐term, pre‐determined objectives which are intended to improve the overall value of the Corporation. The discretionary bonus program also serves to assist the Corporation in rewarding and retaining valued employees and are understood to be common in the marketplace.

Under the discretionary bonus program, each employee (including each NEO) is eligible for an annual cash bonus which is quantified on a rational basis and informed by the employee’s level of responsibility, base compensation, personal performance measured against pre‐set objectives while also taking into account the overall performance of the Corporation. The amount of the proposed annual bonus award to the CEO and the aggregate amount of the proposed annual bonus award to all other employees is approved by the Board taking into consideration the recommendation of the Governance & Compensation Committee. If warranted for performance or other reasons, special cash bonuses may also be considered from time to time.

The Stock Option Plans

The Corporation sponsors two distinct stock option plans (the Stock Option Plan Number One, as defined above, and the Stock Option Plan Number Two, as defined below.

The Stock Option Plan Number One and the Stock Option Plan Number Two (collectively, the “ Stock Option Plans ”) were established and designed to allow the Corporation, through Common Shares, to retain and motivate competent directors, senior executives and other employees and “consultants” to whom the Board may grant stock options pursuant to the Stock Option Plans from time to time further to their efforts in attaining the goals of the Corporation and to allow such individuals to purchase Common Shares as an investment, and to encourage them to act in this manner.

PIERIDAE ENERGY 30

BACKGROUND

The Stock Option Plan Number One was approved and adopted by the Board as of October 24, 2017 and was amended and restated by the Board as of November 23, 2017 and again as of March 19, 2020 and approved at the annual and special meeting of Shareholders held on June 27, 2018 and on May 26, 2020, respectively.

However, the Stock Option Plan Number One was not presented to the Shareholders for consideration and approval at the annual and special meeting of Shareholders held on June 18, 2019, as was required by the policy of the TSX Venture Exchange at that time. Therefore, as an interim measure, the Board approved and adopted a second stock option plan (the “ Stock Option Plan Number Two ”), as permitted under Section 3.9 of Policy 4.4 of the TSX Venture Exchange, on June 18, 2019 to facilitate the granting of stock options until the Stock Option Plan Number One was able to be put forward for approval by the Shareholders at the next meeting of Shareholders held on May 26, 2020. Stock Option Plan Number Two is a fixed number stock option plan under which the Corporation is authorized to grant stock options up to a maximum of 8,412,199 Common Shares being the difference between 10% of the total number of Common Shares that were issued and outstanding as at June 18, 2019 and the number of Common Shares that underlie all unexercised and unexpired stock options that were previously granted by the Corporation under the Stock Option Plan Number One. Stock Option Plan Number Two governs only those stock options that were granted thereunder in 2019 and it is intended that Stock Option Plan Number Two will be terminated by the Corporation when the last of those stock options is exercised, expires or is otherwise terminated.

As a consequence of the listing of the Common Shares on the Toronto Stock Exchange, and their de‐listing from the TSX Venture Exchange, on June 3, 2021, the Stock Option Plan Number One was further amended and restated by the Board as of March 24, 2021 in the form attached hereto as Schedule A which will be considered at the annual and special meeting of Shareholders scheduled for May 27, 2021.

THE PARTICULARS OF THE STOCK OPTION PLANS

As at December 31, 2020 and as at the Record Date, there were 157,641,871 Common Shares issued and outstanding at both of those times.

Each Eligible Person (as defined below) is eligible for an annual stock option grant that may be approved from time to time by the Board on the recommendation of the Governance & Compensation Committee. The number of stock options granted to Eligible Persons is informed by prevailing competitive and market conditions and is based on the level of their respective responsibility as well as their respective personal performance, and the performance of the Corporation, relative to pre‐determined objectives. Stock option grants may also be considered and approved by the Board, if warranted, for specific performance or for other reasons in special circumstances. For example, directors or employees may be granted stock options upon the commencement of their engagement or employment with the Corporation. When determining whether and how many new stock option grants will be approved, the Board considers all relevant factors.

The Stock Option Plan Number One is the operative plan for all stock option grants that are awarded after May 26, 2020. That Stock Option Plan Number One is a “rolling” stock option plan under which stock options may be granted up to a maximum of 10% of the Common Shares issued and outstanding at the time of the grant. The number of Common Shares that may be reserved under the Stock Option Plan Number One automatically increases or decreases as the number of issued and outstanding Common Shares increases or decreases.

The Stock Option Plan Number Two was established by the Board as an interim measure as discussed above and the Corporation does not intend to grant any stock options under that plan in the future.

PIERIDAE ENERGY 31

The following table summarizes the salient terms of the Stock Option Plans.

	STOCK OPTION PLAN NUMBER ONE	STOCK OPTION PLAN NUMBER TWO
Who are the eligible participants under each of the Stock Option Plans?	As at December 31, 2020 the eligible participants under the plan are the Corporation’s directors, senior executives and other employees, “consultants”7and persons performing “investor relations”8 (each an “Eligible Person”).	same
	As at the Record Date the eligible participants under the plan are the Corporation’s directors, senior executives, other employees and “service providers”9 (each an “Eligible Person”).
What is the maximum number of Common Shares that are issuable under each of the Stock Option Plans?	The stock options to be granted under the plan (including stock options granted under Stock Option Plan Number Two) must not be exercisable for more than 10% of the Common Shares that are issued and outstanding at the time the stock options are granted; provided that if any stock options expire or are terminated for any reason before they are exercised, the number of Common Shares underlying such expired or terminated stock options may again be available under the Plan.	The stock options to be granted under the plan must not, in the aggregate, be exercisable for more than 8,412,199 Common Shares (the “Options Maximum”); provided that any stock options granted prior to June 18, 2019 under the Stock Option Plan Number One must be included in the Options Maximum such that the aggregate number of stock options granted under Stock Option Plan Number One and Stock Option Plan Number Two do not exceed the Options Maximum.
What is the aggregate number of Common Shares that underlie the stock options awarded under each of the Stock Option Plans as at December 31, 2020 and what percentage does this number of Common Shares represent to the aggregate number of Common Shares that are issued and outstanding as at December 31, 2020?	An aggregate of 4,446,830 Common Shares are issuable under the stock options which were granted under the plan and are outstanding as at December 31, 2020. These Common Shares represent 2.8% of the aggregate number of Common Shares that are issued and outstanding as at December 31, 2020.	An aggregate of 3,847,586 Common Shares are issuable under the stock options which were granted under the plan and are outstanding as at December 31, 2020. These Common Shares represent 2.4% of the aggregate number of Common Shares that are issued and outstanding as at December 31, 2020.
What is the aggregate number of Common Shares under each of the Stock Option Plans that are available for grant as stock options and whatpercentage	As at the Record Date there are 3,321,913 Common Shares under the plan that are available for grant as stock options.	As at the Record Date there are 4,147,858 Common Shares under the plan that are available for grant as stock options.

7 The Stock Option Plan Number One and Stock Option Plan Number Two each defines “consultant” as meaning an individual, and a corporation or partnership of which an individual is an employee, shareholder or partner, if such individual (a) is not a director or employee of the Corporation and (b) satisfies the conditions prescribed by the definition “consultant” in section 1.2 of Policy 4.4 of the TSX Venture Exchange.

8 The Stock Option Plan Number One and Stock Option Plan Number Two each defines “investor relations” as meaning any activity by or on behalf of the Corporation or a shareholder of the Corporation that promotes or reasonably could be expected to promote the purchase or sale of the Corporation’s securities, with the exception of the activities excluded pursuant to Policy 1.1 of the TSX Venture Exchange.

9 The Stock Option Plan Number One defines “service provider” as having the meaning given to that term in the TSX Company Manual.

PIERIDAE ENERGY 32

	STOCK OPTION PLAN NUMBER ONE	STOCK OPTION PLAN NUMBER TWO
does this number of Common Shares represent to the aggregate number of Common Shares that are issued and outstanding as at December 31, 2020?	These Common Shares represent 2.1% of the aggregate number of Common Shares that are issued and outstanding as at December 31, 2020.	These Common Shares represent 2.6% of the aggregate number of Common Shares that are issued and outstanding as at December 31, 2020.
What is the aggregate number of Common Shares that underlie the stock options awarded under each of the Stock Option Plans as at the Record Date and what percentage does this number of Common Shares represent to the aggregate number of Common Shares that are issued and outstanding as of the Record Date?	An aggregate of 4,421,174 Common Shares are issuable under the stock options which were granted under the plan and are outstanding as of the Record Date. These Common Shares represent 2.8% of the aggregate number of Common Shares that are issued and outstanding as of the Record Date.	An aggregate of 3,847,586 Common Shares are issuable under the stock options which were granted under the plan and are outstanding as of the Record Date. These Common Shares represent 2.4% of the aggregate number of Common Shares that are issued and outstanding as of the Record Date.
What is the aggregate number of Common Shares under each of the Stock Option Plans that are available for grant as stock options and what percentage does this number of Common Shares represent to the aggregate number of Common Shares that are issued and outstanding as of the Record Date?	As at the Record Date there are 7,495,427 Common Shares under the plan that are available for grant as stock options. These Common Shares represent 4.8% of the aggregate number of Common Shares that are issued and outstanding as of the Record Date.	The Corporation does not intend in the future to grant any stock options under Stock Option Plan Number Two. Therefore, all stock options granted in the future will be granted under Stock Option Plan Number One, as amended. Accordingly, as at the Record Date there are no Common Shares under Stock Option Plan Number Two that are available for grant as stock options.
What is the annual “burn rate” of each of the Stock Option Plans as calculated in accordance with Section 613(p) of the TSX Company Manual?	Please refer to Table 5, below.	Please refer to Table 5, below.
What is the maximum percentage of Common Shares that are available to insiders of the Corporation under each of the Stock Option Plans?	As at December 31, 2000, the Corporation must obtain disinterested shareholder approval if the plan, combined with all of the Corporation’s other applicable plans (including stock option plans) may result in either (a) the number of Common Shares reserved, to be issued upon the exercise of stock options granted to insiders is more than 10% of the number of Common Shares issued or (b) the insiders are granted, within a 12 month period, more than 10% of the issued Common Shares.	same
	As at the Record Date: (a) the maximum number of Common Shares issuable under the plan at any time to Eligible Persons who are insiders pursuant to the exercise of stock options

PIERIDAE ENERGY 33

	STOCK OPTION PLAN NUMBER ONE	STOCK OPTION PLAN NUMBER TWO
	granted under this plan and securities granted under any other Security Based Compensation Arrangement of the Corporation must not exceed 10% of the aggregate number of Common Shares issued and outstanding from time to time (calculated on a non‐diluted basis); and (b) the maximum number of Common Shares issued under the plan to Eligible Persons who are Insiders within any one year period pursuant to the exercise of stock options granted under this plan and securities granted under any other Security Based Compensation Arrangement of the Corporation must not exceed 10% of the aggregate number of Shares issued and outstanding from time to time (calculated on a non‐diluted basis).
What is the maximum number of Common Shares that any one person or company is entitled to receive under each of the Stock Option Plans and what percentage does this number of Common Shares represent to the aggregate number of Common Shares that are issued and outstanding?	As at December 31, 2020 the plan stipulates that the number of Common Shares reserved for issuance within a period of 12 months must not exceed the following percentage of issued and outstanding Common Shares of the Corporation: (a) 2% in the case of a consultant; and (b) 2% for all persons performing Investor Relations, provided that such stock options must vest in stages over such 12‐month period with no more than ¼ of the stock options vesting in any three‐month period; and (c) 5% in the case of an individual, unless the Corporation has obtained disinterested shareholder approval.	same
	As at the Record Date the plan does not stipulate a maximum number of Common Shares that any one person or company is entitled to receive under the plan.
What is the method of determining the exercise price for Common Shares under each of the Stock Option Plans?	As at December 31, 2020 the plan stipulates that the Board of Directors of the Corporation shall establish, at the time of the granting of a stock option, the price at which an optionee may purchase Common Shares upon the exercise of such stock option provided that said price will not be less than the market value which is determined to be the closing price of the Common Shares on the last day of trading immediately preceding the date of grant. However, the Board of Directors may reduce the exerciseprice of a stock option	same

PIERIDAE ENERGY 34

	STOCK OPTION PLAN NUMBER ONE	STOCK OPTION PLAN NUMBER TWO
	with the consent of the optionee, subject to the prior approval of the disinterested shareholders of the Corporation if the optionee is an insider of the Corporation.
	As at the Record Date the plan stipulates that the Board of Directors of the Corporation shall establish, at the time of the granting of a stock option, the price at which an optionee may purchase Common Shares upon the exercise of such stock option provided that said price will not be less than the market value which is determined to be the closing price of the Common Shares on the last day of trading immediately preceding the date of grant. However, the Board of Directors may reduce the exercise price of a stock option with the consent of the optionee, subject to the prior approval of the disinterested shareholders of the Corporation if the optionee is an insider of the Corporation.
On what basis do stock options granted under the Stock Option Plans vest?	As at December 31, 2020 the plan does not stipulate the terms under which stock options granted under the plan will vest. Instead, the vesting terms are established by the Board of Directors at the time that the stock options are granted. Typically all stock options granted to non‐executive directors vest immediately at the time of grant whereas stock options granted to officers and employees vest evenly over five years on an annual basis unless more favourable vesting terms are warranted under special circumstances.	same
	As at the Record Date the plan does not stipulate the terms under which stock options granted under the plan will vest. Instead, the vesting terms are established by the Board of Directors at the time that the stock options are granted. Typically all stock options granted to non‐executive directors vest immediately at the time of grant whereas stock options granted to officers and employees vest evenly over five years on an annual basis unless more favourable vesting terms are warranted under special circumstances. In addition, vesting of stock options may be accelerated under the plan in the event of a change in control. Please refer to Clause 5.4 of the text of Stock Option Plan One,as

PIERIDAE ENERGY 35

	STOCK OPTION PLAN NUMBER ONE	STOCK OPTION PLAN NUMBER TWO
	amended and restated, a copy of which is attached hereto as Schedule A.
What is the term of the stock options that are granted under the Stock Option Plans?	As at December 31, 2020 the plan stipulates that the term of stock options is established by the Board of Directors of the Corporation provided that such term does not extend beyond the fifth anniversary of the date of grant of the stock option.	same
	As at the Record Date the plan stipulates that the term of stock options is established by the Board of Directors of the Corporation provided that such term does not extend beyond the fifth anniversary of the date of grant of the stock option. However, the term of a stock option will be extended if the expiry date of the stock option falls on, or within nine business days immediately following, a date upon which the holder of the stock option is prohibited from exercising that option due to a black‐out period or other trading restriction imposed by the Corporation.
On what bases do stock options granted under the Stock Option Plans terminate?	As at December 31, 2020 the plan stipulates that stock options granted under the plan terminate on the earlier of the expiry date established by the Board of Directors of the Corporation at the time of the grant of the stock option and the day established as follows: (a) in the case of the death of the Optionee, on the day on which the period of 12 months expires following the death of the Optionee or on a later day established by the Board of Directors in their discretion; (b) in the case where the Optionee ceases to be an Eligible Person as a consequence of the termination by the Corporation of their employment for cause, on the day on which the notice of termination is given to the Eligible Person; (c) in any other case where the Optionee ceases to be an Eligible Person on a particular day, either on the day on which a period of 365 days expires after the particular day if the stock option was granted to the Optionee at any time on or before October 24, 2017 and in any other case, the day on which aperiod of 90 days expires after	same

PIERIDAE ENERGY 36

	STOCK OPTION PLAN NUMBER ONE	STOCK OPTION PLAN NUMBER TWO
	the particular day or on a later day established by the Board of Directors in their discretion.
	As at the Record Date the plan stipulates that stock options granted under the plan terminate on the earlier of the expiry date established by the Board of Directors of the Corporation at the time of the grant of the stock option and the day established as follows: (a) in the case of the death of the Optionee, on the day on which the period of 90 days expires following the death of the Optionee or on a later day established by the Board of Directors in their discretion; (b) in the case where the Optionee ceases to be an Eligible Person as a consequence of the termination by the Corporation of their employment for cause, on the day on which the notice of termination is given to the Eligible Person; (c) in any other case where the Optionee ceases to be an Eligible Person on a particular day, either on the day on which a period of 365 days expires after the particular day if the stock option was granted to the Optionee at any time on or before October 24, 2017 and in any other case, the day on which a period of 90 days expires after the particular day or on a later day established by the Board of Directors in their discretion.
Are stock options granted under the Stock Option Plans assignable?	As a December 31, 2020 and as at the Record Date the plan does not permit the assignment of stock options by the Optionee.	same
What is the procedure for amending the Stock Options Plans?	As at December 31, 2020 the plan stipulates that the Board of Directors of the Corporation has the authority, such to the approval of regulatory authorities, to amend the plan and the terms and conditions of any stock option to be granted under the plan provided that such amendment will not affect any rights of any Optionee pursuant to a stock option, nor affect the terms and conditions of a stock option that was granted to such Optionee prior to the amendment.	same

PIERIDAE ENERGY 37

	STOCK OPTION PLAN NUMBER ONE	STOCK OPTION PLAN NUMBER TWO
	As at the Record Date the plan stipulates that the Board of Directors of the Corporation has the authority to amend the plan and the terms and conditions of any stock option to be granted under the plan provided that the approval of the Shareholders is required to amend the plan for the purpose of: (a) reducing the exercise price, or extending the original expiry date, of any stock options granted for the benefit of an “insider” of the Corporation as defined in the TSX Company Manual, (b) removing or exceeding the “insider participation limits” as set forth in Section 2.6 of the Amended and Restated Stock Option Plan, the text of which is attached hereto as Schedule A, (c) increasing the maximum number of Common Shares that are issuable under the plan; or (d) altering the provisions of the plan that concern the amendment of the plan and the circumstances under which the approval of Shareholders is required.
Does the Corporation provide any financial assistance to Eligible Persons for the purpose of facilitating the purchase of Common Shares on the exercise of stock options granted under the Stock Option Plans?	No such financial assistance is provided by the Corporation.	same
Were any stock options previously granted by the Corporation under the Stock Option Plans that are subject to Shareholder ratification?	No such stock options were granted by the Corporation.	same

TABLE 3

The Stock Options that are Outstanding at the Record Date

Table 4, below, summarizes the Stock Options that are issued and outstanding under the Stock Option Plans as at the Record Date.

GROUP	DATE OF GRANT	AGGREGATE NUMBER OF SHARES ISSUABLE	EXERCISE PRICE ($)	EXPIRY DATE
The Stock Option Plan Number One:
Officers and Employees	June 8, 2015	441,150	4.08	June 8, 2021
Directors	June 13, 2015	441,150	4.08	June 13, 2021
Officers and Employees	August 2, 2015	441,150	5.67	August 1, 2021

PIERIDAE ENERGY 38

GROUP	DATE OF GRANT	AGGREGATE NUMBER OF SHARES ISSUABLE	EXERCISE PRICE ($)	EXPIRY DATE
Directors	August 26, 2016	8,333	2.52	August 25, 2021
Officers and Employees	November 16, 2016	8,333	1.98	November 16, 2021
Directors	November 16, 2016	23,958	1.98	November 16, 2021
Officers and Employees	January 29, 2018	422,000	5.67	January 28, 2023
Directors	January 29, 2018	300,000	5.67	January 28, 2023
Directors	June 27, 2018	125,000	5.67	June 27, 2023
Officers and Employees	September 8, 2018	10,000	5.67	September 8, 2023
Officers and Employees	October 8, 2020	1,710,100	0.86	October 8, 2025
Directors	November 17, 2020	390,000	0.86	November 17, 2025
Officers and Employees	November 17, 2020	100,000	0.86	November 17, 2025
Total		4,421,174

The Stock Option Plan Number Two:
Directors	July 3, 2019	525,000	0.89	July 3, 2024
Officers and Employees	July 3, 2019	2,207,586	0.89	July 3, 2024
Officers and Employees	October 21, 2019	1,115,000	0.90	October 21, 2024
Total		3,847,586

TABLE 4

The 4,421,174 Common Shares underlying the then issued and outstanding Stock Options of the Corporation granted under Stock Option Plan Number One had a weighted average exercise price of approximately $2.93 per Common Share and the 3,847,586 Common Shares underlying the then issued and outstanding Stock Options of the Corporation granted under Stock Option Plan Number One had a weighted average exercise price of approximately $0.89 per Common Share. The Corporation is permitted under the Stock Option Plans to grant stock options, in aggregate, up to a maximum of 10% of the then total number of issued and outstanding Common Shares.

The Annual Burn Rate

EQUITY COMPENSATION ARRANGEMENT	2018	2019
The Stock Option Plan Number One: Stock Options issued (each to acquire one Common Share) Weighed Average Common Shares Outstanding Annual Burn Rate The Stock Option Plan Number One: Stock Options issued (each to acquire one Common Share) Weighed Average Common Shares Outstanding Annual Burn Rate Director Compensation Policy Common Shares Issued Weighed Average Common Shares Outstanding Annual Burn Rate	1,142,400	0 2,200,100
	50,623,859 2.3% not applicable 41,726	95,306,838 157,638,343 0 1.4% 4,264,341 0
		95,306,838 157,638,343 4.5% 0 146,544 80,697
	50,623,859 0.1%	95,306,838 157,638,343 0.2% 0.1%

TABLE 5

PIERIDAE ENERGY 39

The Corporation did not issue any Common Shares at any time during the twelve months prior to the Record Date.

Risks Associated with Compensation Policies and Practices

The Board and its Governance & Compensation Committee have considered the implications of the risks associated with the Corporations’ compensation policies or practices and has concluded that the programs do not encourage excessive or inappropriate risk‐taking and are aligned with the long‐term interests of shareholders. In particular, it is noted that compensation awards are granted under the discretionary bonus program and under the Stock Option Plans primarily on the basis of the degree to which pre‐established individual and corporate objectives are achieved. In each case the Corporation has concluded, at the time that each such objective is established, that its concomitant risk profile is acceptable to the Corporation and the objective, if achieved, aligns with the long‐term interests of its shareholders. Additional alignment between the interests of directors and senior employees on the one hand with the interests of shareholders on the other hand, is achieved through the Share Ownership Policy which prohibits each director and relevant senior employee from entering into any agreement, and from effecting any hedge or other transaction, which has as one of its purposes, or has as one of its consequences or possible consequences, the amelioration, in whole or in part, of the economic impact of a decrease, or possible decrease, in the market value of the Common Shares which are held by such director or senior employee.

Each member of the Governance & Compensation Committee has been in a senior leadership position in various organizations, and in those capacities obtained direct experience relevant to executive compensation and has the skills and experience that enable the Governance & Compensation Committee to make recommendations to the Board on the suitability of the Corporation’s compensation policies and practice giving due regard to the related risk factors.

An electronic copy of the mandate of the Board and each of committees, including the Governance & Compensation Committee, can be obtained by accessing the following:

http://pieridaeenergy.com/sites/default/files/2021‐02/Mandates%20of%20Pieridae%20Energy%20Limited.pdf

Compensation policies are continuously reviewed and updated to “best practice” standards as undertaken by peer public companies and applicable regulatory changes. In addition, the business conduct of NEOs and individual employees are evaluated against the Corporation’s prevailing policies including (a) the Code of Ethical Conduct, (b) the Anti‐Corruption Policy, (c) the Disclosure Policy and the Trading Restrictions and Blackout Period Policy, (d) the Hedging Policy, (e) the Policy Establishing Financial Authority, (f) the Credit Policy and the Investment Policy and (g) the Policy for the Prevention of Harassment, each of which further protect the Corporation from the adverse consequences of inappropriate conduct and excessive risk‐taking.

Compensation plans and awards are compared to available relevant industry data provided by independent sources. Additionally, compensation amounts reflect prevailing market conditions and the performance of the corporation and the individual as evaluated by the Corporate Goals and metrics which are aligned with the strategic priorities of the corporation as set out annually by the Board of Directors.

SUMMARY COMPENSATION TABLE

The following table presents information concerning all compensation paid, payable, awarded, granted, given, or otherwise provided to NEOs by the Corporation for services in all capacities to the Corporation during the last three financial years:

PIERIDAE ENERGY 40

					NON‐EQUITY
			SHARE BASED	OPTION BASED	INCENTIVE PLAN	ALL OTHER	TOTAL
NAME AND	YEAR	SALARY
			AWARDS	AWARDS	COMPENSATION	COMPENSATION	COMPENSATION
PRINCIPAL POSITION
					(BONUS(m))


		($)	($)	($)	($)	($)	($)



Alfred Sorensen, CEO(a)	2020	278,307	nil	34,146(f)	155,315	15,576	483,344
	2019	300,000	nil	77,885(g) 52,200(h)	129,065	41,380	600,530
	2018	294,231	nil	238,174(i)	90,000	17,500	639,905
Robert Dargewitcz, CFO(b)	2020	249,519	nil	28,754(f)	147,037	10,384	435,694
	2019	241,154	nil	62,308(g) 32,625(h)	103,047	52,529	491,633
	2018	71,077	nil	11,570(j)	16,304	2,962	101,913
Tim de Freitas, COO(c)	2020	264,490	nil	24,330(f)	152,174	235,984(j)	676,978
	2019	265,000	nil	68,799(g) 52,200(h)	101,154	67,419(j)	554,572
	2018	242,881	nil	163,922	nil	31,165	437,968
Yvonne McLeod, Senior Vice‐President, Drilling & Completions, Health, Safety, Environment & Regulatory (d)	2020	249,519	nil	15,483(f)	116,724	221,584(k)	603,310
	2019	260,000	nil	64,904(g) 32,625(h)	500	62,800(k)	420,829
	2018	216,897	nil	nil	nil	108,216	325,113
Greg Feltham Vice‐President, Exploration(e)	2020	209,596	nil	13,271(f)	81,945	197,192(l)	502,004
	2019	210,000	nil	40,890(g) 32,652(h)	500	53,000(l)	337,015
	2018	194,743	nil	nil	nil	115,470	310,213

TABLE 6

Notes:

(a) Mr. Sorensen was the CEO of Pieridae Energy Limited (“ Former Pieridae ”) from the date of its incorporation on May 29, 2012 until October 24, 2017 when it was acquired by Pétrolia Inc. in a reverse takeover and immediately thereafter amalgamated with Pétrolia Inc. at which time the resulting corporation (namely, the Corporation) adopted Pieridae Energy Limited as its name and Mr. Sorensen became CEO of the Corporation. Mr. Sorensen has not received any compensation for his role as a director of the Corporation.
(b) Mr. Dargewitcz has been CFO of the Corporation since November 11, 2019. Prior thereto Mr. Dargewitcz was interim CFO from August 16, 2019 until November 10, 2019 and was Senior Vice President, Finance and Risk Management from September 6, 2018 until November 10, 2019.
(c) Mr. de Freitas was COO of the Corporation from December 21, 2018 until January 5, 2021 when he ceased to be employed by the Corporation. Previously Mr. de Freitas was the chief executive officer and president of Ikkuma Resources Corp. Mr. de Freitas has not received any compensation for his role as a director of the Corporation.
(d) Ms. McLeod has been Senior Vice‐President, Drilling & Completions, Health, Safety, Environment & Regulatory of the Corporation since December 21, 2018. Previously she was Senior Vice President, Engineering of Ikkuma Resources Corp.
(e) Mr. Feltham has been Vice‐President, Exploration of the Corporation since December 21, 2018. Previously he was Vice President, Exploration of Ikkuma Resources Corp.
(f) To align with market practice, the estimated fair value of these options granted on October 8, 2020 has been calculated using the Black‐Scholes‐Merton model, with the following assumptions: expected volatility of 86%, risk‐free interest rate of 0.37% and an expected life of 5.0 years.

PIERIDAE ENERGY 41

(g) To align with market practice, the estimated fair value of these options granted on April 24, 2019 has been calculated using the Black‐Scholes‐Merton model, with the following assumptions: expected volatility of 66%, risk‐free interest rate of 1.44% and an expected life of 4.6 years.
(h) To align with market practice, the estimated fair value of these options granted on October 21, 2019 has been calculated using the Black‐Scholes‐Merton model, with the following assumptions: expected volatility of 67%, risk‐free interest rate of 1.58% and an expected life of 3.3 years.
(i) To align with market practice, the estimated fair value of these options granted on January 29, 2018 has been calculated using the Black‐Scholes‐Merton model, with the following assumptions: expected volatility of 69%, risk‐free interest rate of 1.98% and an expected life of 3.75 years.
(j) As a consequence of the acquisition of Ikkuma Resources Corp. by the Corporation on December 20, 2018, Mr. de Freitas was awarded a retention bonus in the amount of $282,000 of which $56,400 was paid on or about December 20, 2019 and $225,600 was paid on or about December 20, 2020. Each of these amounts is reflected in this table as “all other compensation” in the applicable year.
(k) As a consequence of the acquisition of Ikkuma Resources Corp. by the Corporation on December 20, 2018, Ms. McLeod was awarded a retention bonus in the amount of $264,000 of which $52,800 was paid on or about December 20, 2019 and $211,200 was paid on or about December 20, 2020. Each of these amounts is reflected in this table as “all other compensation” in the applicable year.
(l) As a consequence of the acquisition of Ikkuma Resources Corp. by the Corporation on December 20, 2018, Mr. Feltham was awarded a retention bonus in the amount of $240,000 of which $48,000 was paid on or about December 20, 2019 and $192,000 was paid on or about December 20, 2020. Each of these amounts is reflected in this table as “all other compensation” in the applicable year.
(m) The amount of the bonus that was awarded to each NEO during a particular year is based on that NEO’s performance during the immediately previous year.

INCENTIVE PLAN AWARDS

Outstanding Share‐based and Option‐based Awards

The following table sets forth information in respect of all awards outstanding as at December 31, 2020 granted to the NEOs:

		OPTION‐BASE	D AWARDS



				VALUE OF
NAME	NUMBER OF SECURITIES	OPTION EXERCISE PRICE	OPTION EXPIRY DATE	UNEXERCISED
	UNDERLYING			IN THE‐MONEY
	UNEXERCISED OPTIONS			OPTIONS(a)



Alfred Sorensen	195,000	$5.67	January 29, 2023	nil
	163,934	$0.89	July 3, 2024	nil
	120,000	$0.92	October 21, 2024	nil
	100,000	$0.86	November 17, 2025	nil
Robert Dargewitcz	10,000	$5.67	September 6, 2023	nil
	131,148	$0.89	July 3, 2024	nil
	75,000	$0.92	October 21, 2024	nil
	65,000	$0.86	October 8, 2025	nil
Tim de Freitas(b)	144,809	$0.89	July 3, 2024	nil
	120,000	$0.92	October 21, 2024	nil
	65,000	$0.86	October 8, 2025	nil

PIERIDAE ENERGY 42

OPTION‐BASED AWARDS

	OPTION‐BASED AWARDS	OPTION‐BASED AWARDS	OPTION‐BASED AWARDS	OPTION‐BASED AWARDS


				VALUE OF
NAME	NUMBER OF SECURITIES	OPTION EXERCISE PRICE	OPTION EXPIRY DATE	UNEXERCISED
	UNDERLYING			IN THE‐MONEY
	UNEXERCISED OPTIONS			OPTIONS(a)



Yvonne McLeod	136,612	$0.89	July 3, 2024	nil
	75,000	$0.92	October 21, 2024	nil
	35,000	$0.86	October 8, 2025	nil
Greg Feltham	86,066	$0.89	July 3, 2024	nil
	75,000	$0.92	October 21, 2024	nil
	30,000	$0.86	October 8, 2025	nil

TABLE 7

Notes:

(a) Based on the closing trading value on the Toronto Stock Exchange of a Common Share on December 31, 2020 of $0.48. Accordingly, all of the unexercised options are out‐of‐the‐money.

(b) Mr. de Freitas ceased to be employed by the Corporation on January 5, 2021 and accordingly, the stock options granted to him under the Stock Option Plan Number One and the Stock Option Plan Number Two will expire in accordance with terms of those plans ninety days thereafter unless they earlier vest and are exercised by him.

Incentive Plan Awards – Value Vested or Earned during the Year

The following table provides the value vested in relation to awards held by each NEO during the financial year ended December 31, 2020:

	OPTION‐BASED AWARDS– VALUE VESTED DURING THE YEAR	NON‐EQUITY INCENTIVE PLAN COMPENSATION– VALUE EARNED DURING THE YEAR
NAME
	($)	($)
Alfred Sorensen	nil	$155,315
Robert Dargewitcz	nil	$147,037
Tim de Freitas	nil	$152,174
Yvonne McLeod	nil	$116,724
Greg Feltham	nil	$81,945

TABLE 8

PENSION PLAN BENEFITS

The Corporation does not sponsor a defined benefit pension plan for any of its directors or employees except for an individual pension plan for Thomas Ciz who has opted out of participating in the group retirement savings plan and the RRSP Matching Plan (each as described above). The Corporation funds contributions to the individual pension plan to the maximum extent permitted under the Income Tax Act (Canada) but the Corporation is not liable under such pension plan, and is not obligated under relevant pension legislation, to fund the amount of any unfunded liability or any solvency deficiency that may arise at any time under that pension plan.

PIERIDAE ENERGY 43

SHARE OWNERSHIP POLICY

The Board believes that, in order to achieve better alignment of the interests of the directors and the senior employees of the Corporation with those of the Corporation’s shareholders, its directors and each senior employee of the Corporation should maintain a minimum value of Common Share ownership. To that end, the Corporation has adopted a mandatory share ownership policy (the “ Share Ownership Policy ”) that requires each non‐executive director (other than any such director who is nominated to the Board pursuant to a contractual obligation of the Corporation) and each senior employee of the Corporation, no later than the date that is three years after the later of (a) October 24, 2017 and (b) the day that the individual first became a director or a senior employee of the Corporation (the “ Application Date ”), to directly or indirectly acquire, and to hold throughout the period commencing on the Application Date and continuing while they remain a director or senior employee of the Corporation, Common Shares which in aggregate have a market value that: (i) is at least three times the annual retainer fee that is paid or payable to such director or three times the annual base salary that is paid or payable to the Chief Executive Officer, as the case may be, and (ii) is at least two times the annual base salary that is paid or payable to each other senior employee of the Corporation.[10]

Directors and senior employees of the Corporation have confirmed their respective Common Share ownership position, which is reported in the table below for each such director and senior employee, and each has also confirmed that such position is their beneficial and legal ownership position.

Each director and senior employee to whom the Share Ownership Policy applies is prohibited by the Share Ownership Policy from entering into any agreement, and from effecting any hedge or other transaction, which has as one of its purposes, or has as one of its consequences or possible consequences, the amelioration, in whole or in part, of the economic impact of a decrease, or possible decrease, in the market value of the Common Shares which are held by such director or senior employee determined in accordance with this policy.

As the number of Common Shares that are beneficially owned, or controlled or directed, either directly or indirectly, by each non‐executive director, and by each senior employee, is not within the knowledge of the Corporation, the information in the following table has been provided to the Corporation as at the Record Date by each such director or senior employee personally and individually.

NAME OF EACH DIRECTOR AND SENIOR EMPLOYEE	POSITION HELD	COMMENCEMENT DATE	APPLICATION DATE (a)	NUMBER OF COMMON SHARES HELD ON THE RECORD DATE	DEEMED VALUE OF COMMON SHARES HELD ON THE RECORD DATE (b)
MYRON TÉTREAULT	Director (Chair of the Board)	October 24, 2017	October 24, 2020	683,284	$587,624
CHARLES BOULANGER	Director	October 24, 2017	October 24, 2020	352,795	$303,403
KJELL PEDERSEN	Director	June 27, 2018	June 27, 2021	128,329	$110,363
ANDREW JUDSON	Director	October 24, 2017	October 24, 2020	332,697	$286,119
CHARLE GAMBA	Director	June 18, 2019	June 18, 2022	26,344	$22,655
KIREN SINGH	Director	May 26, 2020	May 26, 2023	232,800	$200,208

10 On March 24, 2021 the Board approved and adopted an amendment of the Share Ownership Policy which resulted in the discontinuance of the application of that policy to those employees who hold the title of Vice President. As of April 12, 2021 the title of Yvonne McLeod changed from Senior Vice President, Drilling & Completions, Health, Safety, Environment & Regulatory to Vice President, Drilling & Completions, Health, Safety, Environment & Regulatory.

PIERIDAE ENERGY 44

NAME OF EACH DIRECTOR AND SENIOR EMPLOYEE	POSITION HELD	COMMENCEMENT DATE	APPLICATION DATE (a)	NUMBER OF COMMON SHARES HELD ON THE RECORD DATE	DEEMED VALUE OF COMMON SHARES HELD ON THE RECORD DATE (b)
ALFRED SORENSEN	Director and Chief Executive Officer	October 24, 2017	October 24, 2020	12,299,053	$10,577,185
ROBERT DARGEWITCZ	Chief Financial Officer	September 6, 2018	September 6, 2021	400,000	$344,000
DARCY REDING	Chief Operating Officer	April 5, 2021	April 5, 2024	0	$0
THOMAS DAWSON	Senior Vice President Bus. Development	October 24, 2017	October 24, 2020	2,606,415	$2,241,516
THOMAS CIZ	General Counsel & Corporate Secretary	October 24, 2017	October 24, 2020	778,277	$669,318
TABLE 9

Notes:

(a) “Application Date” in respect of an individual is the date that is three years after the later of (i) October 24, 2017 and (ii) the date that the individual first became a director or senior employee of the Corporation.

(b) The value of each Common Share held on the Record Date is deemed under the Share Ownership Policy to be the greater of (i) $0.86, being the quotient obtained when the aggregate proceeds that were received by the Corporation on the issuance of Common Shares in the course of the most recent private placement is divided by the aggregate number of Common Shares which were issued in the course of that private placement and (ii) $0.45, being the trading value of a Common Share at the close of trading on the Record Date being.

Based on the above table, each of the directors and senior employees whose corresponding Application Date precedes the Record Date, is in compliance with the Share Ownership Policy. Consistent with the Share Ownership Policy, the above information does not include Common Shares that are issuable upon the exercise of options, warrants or other convertible securities of the Corporation.

TERMINATION AND CHANGE OF CONTROL BENEFITS

As at December 31, 2020 the Corporation was a party to an employment agreement (each a “ Contract of Service ”) with each of Messrs. Sorensen, Dargewitcz, de Freitas and Feltham and with Ms. McLeod.

Each Contract of Service stipulates that the Corporation may terminate the Contract of Service without prior notice irrespective of whether the termination is for “just cause” or is “without just cause” by providing to the particular NEO either: (a) the minimum period of prior notice of termination that the Corporation is required to provide to the NEO pursuant to the employment standards legislation applicable in the province in which the NEO is employed or (b) a payment in lieu of notice in an amount that is equal to the amount of wages that would have been earned by the NEO during such minimum period of prior notice, computed in accordance with the employment standards legislation applicable in the province in which the NEO was employed.

Notwithstanding the foregoing, each Contract of Service also stipulates that if the Corporation terminates the employment of the particular NEO within one hundred (100) days before, or at any time after, the day that a person or entity (or a group of persons or group of entities acting jointly or in concert) becomes the owner of, or is able to exercise control or direction over, more than 50% of the Common Shares of the Corporation, the minimum period of prior notice determined above shall be deemed to be the lesser of (a) twenty four months and (b) the aggregate of six months and one additional month for each calendar year throughout which the NEO was employed by the Corporation, by Pieridae Alberta Production Ltd. to the extent that such employment transpired after December 20, 2018 or by any other corporation affiliated with the Corporation.

PIERIDAE ENERGY 45

Each Contract of Service includes, among other things, a covenant of confidentiality, non‐solicitation and non‐ competition. If at any time the Contract of Service is terminated by the Corporation, or the employee resigns, the employee will continue to be subject to the covenant of confidentiality indefinitely and to be subject to the covenants of non‐solicitation and non‐competition for twelve months thereafter.

NAME	PAYMENT IN THE EVENT OF TERMINATION OF EMPLOYMENT WITH NO CHANGE OF CONTROL	ADDITIONAL PAYMENT IN THE EVENT OF TERMINATION OF EMPLOYMENT AFTER A CHANGE OF CONTROL	TOTAL PAYMENT
Alfred Sorensen	$11,538	$350,000	$361,538
Robert Dargewitcz	$9,615	$187,500	$197,115
Tim de Freitas	$25,481	$198,750	$224,230
Yvonne McLeod	$24,038	$187,500	$211,538
Greg Feltham	$20,192	$157,500	$177,692

TABLE 10

INFORMATION CONCERNING DIRECTOR COMPENSATION

The Corporation has structured director compensation with the following goals in mind:

the imperative of attracting and retaining knowledgeable and experienced individuals who have integrity and who possess the specific skills commensurate with the Corporation’s requirements and objectives;
external market competitiveness for talent and to the principles of equity and fairness while recognizing the Corporation’s objectives of fiscal prudence and good governance;
the need to align the Corporation’s long‐term success with the basis of compensation;
the importance of recognizing the additional responsibilities undertaken by the Chair of the Board and the Chair of each committee; and
the application of the Share Ownership Policy of the Corporation on directors (excluding those directors who have otherwise waived all compensation).

The following table discloses the annual fee that is payable by the Corporation, pursuant to its directors’ compensation policy (the “ Directors’ Compensation Policy ”), to each non‐executive director of the Corporation in consideration for the services that each performed during 2020 as directors of the Corporation.

POSITION	VALUE
Chairman of the Board	$135,000
Chairman of the Audit Committee	$100,000
Chairman of all other Committees	$95,000
other Directors	$85,000

TABLE 11

PIERIDAE ENERGY 46

During the first quarter of 2020 the Directors’ Compensation Policy required that one‐half of the annual fee be satisfied by the issuance of Common Shares of the Corporation (the “ Payment in Shares ”) and the remaining one‐ half of the annual fee be satisfied by the payment of cash (the “ Payment in Cash ”). In that regard, each Payment in Shares was satisfied by the Corporation upon the issuance of such number of Common Shares as computed on the basis of the trading value of the Corporation’s Common Shares on the public exchange at the time of issuance and each Payment in Cash was satisfied by the Corporation upon the payment of cash subject to applicable statutory withholding and remittance. Based on discussions with the TSX Venture Exchange, the Directors’ Compensation Policy was amended by the Corporation on March 19, 2020 to require that the entire annual fee payable to each non‐executive director be satisfied by the quarterly payment of cash. As a result, for the remainder of the year, the annual fee was paid by the Corporation in four equal installments, each such installment paid on or about the end of the first pay period following the end of each such corresponding quarter, in consideration for the services rendered by the directors during such quarter. Due to the impact of the COVID 19 pandemic and the downturn in the oil & gas industry, the directors elected to temporarily reduce their compensation by 20% with effect as of May 1, 2020. The directors’ compensation was subsequently reinstated to its original amount as of November 12, 2020.

For the year ended December 31, 2020, the directors of the Corporation earned an aggregate total of $498,628 in director’s fees (exclusive of option‐based awards). The directors are reimbursed for all reasonable expenses incurred in the execution of their functions as directors of the Corporation.

DIRECTOR COMPENSATION TABLE

The following table sets forth information with respect to all compensation elements paid to the non‐executive directors of the Corporation during the year ended December 31, 2020.


	FEES EARNED(a)	SHARE‐BASED	OPTION‐BASED	NON‐EQUITY	ALL OTHER	TOTAL
NAME		AWARDS(b)	AWARDS(c)	INCENTIVE PLAN	COMPENSATION	COMPENSATION
				COMPENSATION

Myron Tétreault	$120,600	$16,875	$17,073	nil	nil	$154,458
Charles Boulanger	$89,333	$12,500	$15,366	nil	nil	$117,199
Andrew Judson	$84,866	$11,875	$15,366	nil	nil	$112,107
Kjell Pedersen	$84,866	$11,875	$15,366	nil	nil	$112,107
Charle Gamba	$75,933	$10,625	$13,658	nil	nil	$100,216
Mark Horrox(d)	not applicable	not applicable	not applicable	not applicable	not applicable	not applicable
Kiren Singh	$43,030	nil	$56,341	nil	nil	$99,371

TABLE 12

Notes:

(a) Represents the Payment in Cash made to directors in 2020, as set forth in the Directors’ Compensation Policy.

(b) Represents the value of the payment in Common Shares that were issued to the directors for their service performed in the first quarter of 2020, as set forth in the Directors’ Compensation Policy.

(c) To align with market practice, the estimated fair value of options granted on November 17, 2020 has been calculated using the Black‐Scholes‐Merton model, with the following assumptions: expected volatility of 86.5%, risk‐free interest rate of 0.43% and an expected life of 5 years.

(d) In accordance with the Directors’ Compensation Policy adopted by the Corporation, Mark Horrox is not entitled to receive compensation for serving as a director of the Corporation due to the fact that he was nominated for election to the Board pursuant to an agreement entered into among Third Eye Capital Corporation, Erikson National Energy Inc. and the Corporation.

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SHARE‐BASED AND OPTION‐BASED AWARDS

The following table provides information concerning awards to the non‐executive directors of the Corporation during the year ended December 31, 2020.

	OPTION‐BASED AWARDS	OPTION‐BASED AWARDS	OPTION‐BASED AWARDS	OPTION‐BASED AWARDS
	NUMBER OF SECURITIES			VALUE OF UNEXERCISED
		OPTION	OPTION
NAME	UNDERLYING			IN‐THE‐MONEY
	UNEXERCISED OPTIONS	EXERCISE PRICE	EXPIRY DATE	OPTIONS (a)

Myron Tétreault	50,000	$0.86	Nov 17, 2025	nil
Charles Boulanger	45,000	$0.86	Nov 17, 2025	nil
Andrew Judson	45,000	$0.86	Nov 17, 2025	nil
Kjell Pedersen	45,000	$0.86	Nov 17, 2025	nil
Charle Gamba	40,000	$0.86	Nov 17, 2025	nil
Mark Horrox (b)	not applicable	not applicable	not applicable	not applicable
Kiren Singh	165,000	$0.86	Nov 17, 2025	nil

TABLE 13

Notes:

(a) Based on the closing trading value on the Toronto Stock Exchange of a Common Share on December 31, 2020 of $0.48. Accordingly, all of the unexercised options are out‐of‐the‐money.

(b) In accordance with the Directors’ Compensation Policy adopted by the Corporation Mark Horrox is not entitled to receive compensation for serving as a director of the Corporation due to the fact that he was nominated for election to the Board pursuant to an agreement entered into among Third Eye Capital Corporation, Erikson National Energy Inc. and the Corporation.

INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR

The following table provides the value vested in relation to awards held by each non‐executive director during the financial year ended December 31, 2020.

	OPTION‐BASED AWARDS	SHARE‐BASED AWARDS
NAME	(VALUE VESTED DURING	(VALUE VESTED DURING
	THE YEAR) (a)	THE YEAR) (b)
Myron Tétreault	nil	$16,875
Charles Boulanger	nil	$12,500
Kjell Pedersen	nil	$11,875
Andrew Judson	nil	$11,875
Charle Gamba	nil	$10,625
Mark Horrox (c)	not applicable	not applicable
Kiren Singh	nil	nil

TABLE 14

Notes:

(a) All options granted to non‐executive directors vest immediately at the time of grant. Accordingly, because the exercise price is equal to or below the market price at the time of granting and vesting, the value vested during the year is nil.

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(b) These share‐based awards are Common Shares that were issued by the Corporation, in accordance with the Directors’ Compensation Policy to non‐executive directors adopted by the Corporation, in partial consideration for services rendered by them as directors of the Corporation.
(c) In accordance with the Directors’ Compensation Policy adopted by the Corporation Mark Horrox is not entitled to receive compensation for serving as a director of the Corporation due to the fact that he was appointed, or was nominated for election, to the Board at the request of a principal shareholder that owns more than 10% of the issued and outstanding Common Shares.

INDEMNIFICAITON OF DIRECTORS AND SENIOR MANAGEMENT

The Corporation covenants to indemnify and save harmless the directors and senior management of the Corporation and its affiliated entities from and against any and all losses, liabilities, claims, damages, fines, penalties, costs, charges or expenses (including, but not limited to, an amount paid to settle any action or to satisfy any judgment, legal fees on a solicitor and client basis, other professional fees, out‐of‐pocket expenses for attending proceedings including discoveries, trials, hearings and meetings, and any amount for which the indemnified is liable by reasons of any statutory provision whether civil, criminal or otherwise, and whether such claim is anticipated, threatened, pending, commenced, continued or completed and the foregoing includes any appeal, as well as the amount of any taxes or interest payable as a result of other payments made thereunder) suffered or incurred by the indemnified, directly or indirectly, as a result or by reason of the indemnified being or having been a director or officer of the Corporation or any of its affiliated entities or by reason of any action taken or not taken by the indemnified in the capacity of director or officer of the Corporation or of any of its affiliated entities, provided that such costs, charges or expenses were not suffered or incurred as a result of the fraud, dishonesty or willful default by the indemnified.

LIABILITY INSURANCE FOR DIRECTORS AND SENIOR MANAGEMENT

The Corporation maintains a policy of insurance for the benefit of its directors and members of its senior management which cover them from losses (including damages, costs and similar amounts) which they suffer or incur as a result or by reason of being, or having been, a director or a member of its senior management except to the extent that such losses are suffered or are incurred as a result of their own fraud, dishonesty or willful default. The insurance policy, effective October 1, 2020, and expiring on September 30, 2021, provides coverage of $20 million per event and per policy year.

EQUITY COMPENSATION PLAN INFORMATION

Other than the Stock Option Plan Number One and Stock Option Plan Number Two, the Corporation does not maintain any other compensation plans under which Common Shares are authorized for issuance. The following table sets forth information regarding the Corporation’s Stock Option Plans as at December 31, 2020:

			NUMBER OF COMMON
PLAN CATEGORY	NUMBER OF COMMON SHARES	WEIGHTED‐AVERAGE	SHARES REMAINING
	TO BE ISSUED UPON EXERCISE OF	EXERCISE PRICE OF	AVAILABLE FOR FUTURE
	OUTSTANDING OPTIONS	OUTSTANDING OPTIONS	ISSUE UNDER EQUITY
			COMPENSATION PLANS(a)
Equity compensation plans approved by security holders (i.e. Stock Option Plan Number One)	4,446,830(b)	$2.92	7,469,771(c)
Equity compensation plans not approved by security holders (i.e. Stock Option Plan Number Two)	3,847,586(d)	$0.90	0(e)
Total	8,322,072	$1.98	7,469,771

TABLE 15

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Notes:

(a) The number of Common Shares remaining available for future issuance under equity compensation plans exclude the number of Common Shares that are to be issued upon the exercise of the options which are currently outstanding.
(b) Represents the number of Common Shares to be issued upon exercise of outstanding options that were granted under the Stock Option Plan Number One with the approval of the Board.
(c) Represents the number of Common Shares remaining available for future issuance under the Stock Option Plan Number One excluding the number of Common Shares remaining available for future issuance under the Stock Option Plan Number Two.
(d) Represents the number of Common Shares to be issued upon exercise of outstanding options that were granted under the Stock Option Plan Number Two with the approval of the Board.
(e) The Corporation does not intend in the future to grant any stock options under Stock Option Plan Number Two. Therefore, all stock options granted in the future will be granted under Stock Option Plan Number One, as amended.

As at the Record Date, the number of common shares remaining available for future issue under the Amended and Restated Stock Option Plan is 7,495,427.

Stock Option Plans

As of the Record Date stock options for the issuance of a total of 8,268,760 Common Shares are outstanding. See the section entitled “Information Concerning Executive Compensation” for additional information pertaining to stock options held by the executive officers and the directors of the Corporation.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the current or former directors, executive officers or employees of the Corporation, nor any associate or affiliate of any of them, is or was indebted, directly or indirectly, to the Corporation or any of its subsidiaries at any time since January 1, 2020.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed in this Circular, there were no material interests, direct or indirect, of any director or executive officer of the Corporation, any proposed director of the Corporation, any other “informed person” (as such term is defined in NI 51‐102 – Continuous Disclosure Obligations ), any person who, to the knowledge of the directors or officers of the Corporation, beneficially owns or exercises control or direction over securities carrying more than 10% of the voting rights attached to any class of outstanding voting securities of the Corporation, or any associate or affiliate of any of the foregoing, in any transaction since January 1, 2020 or in any proposed transaction which has materially affected, or would materially affect, the Corporation or any of its subsidiaries.

MANAGEMENT CONTRACTS

Although the Corporation and certain of its subsidiaries do regularly engage persons under contracts for service, none of those persons have authority to enter into legal relations for or on behalf of the Corporation or those subsidiaries or the authority to incur expenses or liabilities on their behalf. Accordingly, there are no management functions of the Corporation or any of its subsidiaries that are performed to any substantial degree by persons other than their respective directors or executive officers.

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INFORMATION CONCERNING GOVERNANCE

BOARD OF DIRECTORS

The mandate of the Board is to supervise the management of the affairs of the Corporation and to act in the best interests of the Corporation. The Board has a written mandate which includes a position description of the Chair, the text of which is reproduced in Schedule B to this Circular.

The Board meets at least once quarterly and at each meeting it reviews the activities of the Corporation. The frequency of the meetings of the Board and the nature of the items on the agenda will vary depending on the activities and priorities of the Corporation. The non‐executive directors do not hold regularly scheduled meetings at which members of management are not in attendance. However, during each meeting of the Board and each meeting of its committees an in camera session is held which excludes members of management (including directors who hold an executive office).

Independent members of the Board are Myron Tétreault, Charles Boulanger, Andrew Judson, Kjell Pedersen, Charle Gamba, Mark Horrox and Kiren Singh. Alfred Sorensen is deemed to be a non‐independent director of the Corporation pursuant to relevant securities legislation.

Each director, whether or not independent, is expected to exercise independent judgement at all times when discharging their responsibilities as a director of the Corporation. The Board is able to exercise independent supervision over management due to the fact that a majority of the members of the Board and of each of its committees is composed of non‐executive directors and at every meeting of the Board and of each of its committees, the non‐executive directors on the Board and each committee meet in camera in the absence of management. In addition, the Board’s responsibilities include the appointment of the CEO, the approval of the CEO’s primary duties as well as the terms and conditions (including compensation) of the CEO’s employment by the Corporation. The role and responsibilities of the CEO are delineated and described in the Mandate of the Board and in the various policies approved by the Board and adopted by the Corporation, including the Policy Establishing Financial Authorities.

ORIENTATION AND CONTINUING EDUCATION

Directors keep themselves informed and receive copies of all up to date required information on boards of directors or committees. Due to the limited number of directors and the emerging nature of the Corporation, no formal training system has been established. However, upon election to the board, new directors are provided with copies of all mandates, policies and other key documents, and are given an orientation by the Chairman and CEO. As well, they are provided with opportunities to meet with key management personnel and to visit corporate sites in order to familiarize themselves with the operations of the Corporation. Directors are expected to update their knowledge base on relevant matters. Due to the limited number of directors and the emerging nature of the Corporation, no formal continuing education program has been established.

ETHICAL BUSINESS CONDUCT

The directors and senior management of the Corporation lead by example in setting the highest standards in ethical business conduct.

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The Board has adopted a written code of ethical conduct for the directors, officers and other employees of the Corporation. The code of ethical conduct is posted on the website which the Corporation maintains at https://www.pieridaeenergy.com.

Each director, officer and other employee is required each year to certify their respective compliance with the code of conduct. In addition, the Corporation has adopted and maintains a whistleblower policy whereby individuals are invited to report incidents of actual or suspected non‐compliance with the code of conduct, or any policy adopted by the Corporation, to the Chair of the Audit Committee via a third party email address. All such reports are investigated in accordance with the whistleblower policy.

The Board has approved, and the Corporation has adopted, a disclosure policy which requires inter alia the disclosure of conflicts of interest. When the Board becomes aware of a transaction or an agreement in which a director or executive officer has a material interest, that transaction or agreement is carefully considered by those directors who do not have a conflict of interest and is discussed and voted upon by them without the participation of any director or executive officer who has a conflict of interest.

NOMINATION OF DIRECTORS

The Governance & Compensation Committee is responsible for reviewing and assessing the size, composition and operation of the Board and its committees to ensure effective decision‐making and to identify and assess new candidates for nomination and election to the Board. The members of the Governance & Compensation Committee and the CEO identify the critical skills that are underrepresented on the Board and they collectively identify and interview potential candidates that possess those critical skills.

The Board regularly considers its size when it considers the number of directors to recommend to the Shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of view and experience.

The Governance & Compensation Committee regularly examines the composition of its then current Board and the competencies, skills and financial acumen of current directors.

INFORMATION CONCERNING DIVERSITY

DIVERSITY STATEMENT

The Corporation values the benefits that diversity can bring to its Board, senior management team and employee group. These benefits include the promotion of differing perspectives and the broadening of ideas while improving oversight, decision‐making and governance. Moreover, diversity on the Board and the senior management team evidences the Corporation’s dedication to diversity at all levels within the organization and its commitment to foster an inclusive corporate culture that is based on merit and is free of bias whether conscious or unconscious.

The Corporation believes that promotion of diversity within the organization is best served through an objective evaluation of the knowledge, experience, expertise and backgrounds of each nominee for director, and each potential employee, in close proximity to the needs of the Corporation and enhanced diversity but without undue focus on any single diversity characteristic. The Corporation at all times strives to maintain a Board and a senior management team which is comprised of talented and dedicated individuals with a diverse mix of knowledge, experience, expertise and backgrounds who collectively are able to execute upon the strategic objectives of the

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Corporation while reflecting the diversity within the society in which the Corporation operates. Thus, the Corporation will always consider candidates based on objective criteria having due regard to the benefits of diversity and the needs of the Corporation when assessing the composition of the Board, the senior management team and employee group and when identifying suitable candidates for election or appointment to the Board or for employment at every level.

CANADA BUSINESS CORPORATIONS ACT REQUIRED DISCLOSURE ON DIVERSITY

The following information is disclosed by the Corporation pursuant to Section 172.1 of the CBCA and Part 8.2 of the Canada Business Corporations Regulations, 2001 SOR/2001‐512, as amended (collectively, the “ Applicable Legislation ”).

For the purposes of complying with these disclosure obligations under Applicable Legislation, “designated groups” means women, Aboriginal peoples[11] , persons with disabilities[12] and members of visible minorities[13] and, at the election of the Corporation, includes LGBT persons[14] and “members of senior management” means, collectively, each of the following individuals[15] :

NAME OF INDIVIDUAL	POSITION HELD IN THE CORPORATION	NAME OF INDIVIDUAL	POSITION HELD IN THE CORPORATION
MYRON TÉTREAULT	Director (Chair of the Board)	CAROLYN NORMAND	Vice President, Engineering
ALFRED SORENSEN	Director and Chief Executive Officer	GREG FELTHAM	Vice President, Exploration
ROBERT DARGEWITCZ	Chief Financial Officer	RICH ROWE	Vice President, Land
DARCY REDING	Chief Operating Officer	MARK BROWN	Vice President, Bus. Development
THOMAS DAWSON	Senior Vice President Bus. Development	ADAM GRAY	Vice President & Controller
YVONNE MCLEOD	Senior Vice President Drilling, Completion, HSE and Regulatory	THOMAS CIZ	General Counsel & Corporate Secretary

TABLE 16

As stated in its written diversity statement, the Corporation values the benefits that diversity can bring to its Board, management and employees. Thus the level of the representation of designated groups on its Board and among members of senior management will be considered by the Corporation among the relevant factors in identifying and nominating candidates for election or re‐election on the Board and in appointing members of senior management. That said, at this time the Corporation has not, for any designated group, established a target number or a percentage, or a range of target numbers or percentages, for members of that group to hold positions on its Board or to be members of senior management by a specific date. Each candidate for nomination to the Board or for

11 “Aboriginal peoples” means persons who are Indians, Inuit or Métis.

12 “Persons with disabilities” means persons who have a long‐term or recurring physical, mental, sensory, psychiatric or learning impairment and who either (a) consider themselves to be disadvantaged in employment by reason of that impairment, or (b) believe that a employer or potential employer is likely to consider them to be disadvantaged in employment by reason of that impairment, and includes persons whose functional limitations owing to their impairment have been accommodated in their current job or workplace.

==> picture [432 x 20] intentionally omitted <==

14 “LGBT persons” means persons, other than members of any other designated group, who self‐identify as either lesbian, gay, bisexual or transgender.

15 Individuals who hold senior positions but who are engaged by the Corporation as service providers under a contract for service are excluded from the classification of “members of senior management” for purposes of diversity reporting.

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membership to senior management must be evaluated on a broad spectrum of criteria (including their degree of diversity) and in each case, the Corporation must engage the best candidate for each position.

As of the Record Date, the following table discloses the current level of diversity on the Corporation’s Board (excluding the Chairman of the Board) and among the membership of senior management (including the Chairman of the Board). This table has been compiled solely on the basis of information disclosed to the Corporation by those particular individuals.

particular individuals.
	BOARD		SENIOR MANAGEMENT(a)
	NUMBER	%	NUMBER	%
WOMEN	1	14.29%	2	16.7%
ABORIGINAL PEOPLES	0	0.0%	0	0%
PERSONS WITH DISABILITIES	0	0.0%	1	8.3%
MEMBERS OF VISIBLE MINORITIES	1	14.29%	1	8.3%
LGBT PERSONS	0	0.0%	1	8.3%

TABLE 17

With the adoption of its written diversity statement, the Corporation will thereafter monitor the level of diversity, including with reference to each designated group, that exists within the organization and will prepare a written diversity report at least annually that discloses the level of that diversity that exists at that time on the Board, among the members of senior management and within the broader employee group. It is anticipated that over time, progress will be evident from a chronological comparison of the results disclosed in these written diversity reports.

The Corporation conducted its first diversity survey among its directors, members of senior management and employees in early 2021. In order to protect confidentiality, the Corporation engaged a consultancy firm with the mandate to conduct that diversity survey. The consultancy firm conducted the diversity survey via a web‐based portal from February 11, 2021 to February 21, 2021.

Participation in the diversity survey was encouraged but was not mandatory. An email invitation to participate in the diversity survey was sent to three hundred and three individuals constituting all of the Corporation’s directors and employees. One hundred and eighty two responses were received of which thirty were incomplete in one or more respects.

The following table depicts certain of the personal characteristics of the individuals who participated in the diversity survey.

survey.
	NUMBER OF INDIVIDUALS	%
WOMEN	47	26%
ABORIGINAL PEOPLES	7	4%
PERSONS WITH DISABILITIES	11	6%
MEMBERS OF VISIBLE MINORITIES	22	12%
LGBTQ2S+ PERSONS	13	7%

TABLE 18

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The Corporation has neither adopted term limits for the directors on its Board nor adopted any formal mechanisms of board renewal. However, the Governance and Compensation Committee regularly reviews the size and composition of the Board and makes appropriate recommendations to the Board to ensure that it has the necessary mix of skill sets and backgrounds to effectively perform its functions.

COMPENSATION

Please refer above to the sections entitled “Information Concerning Executive Compensation” and “Information Concerning Director Compensation” .

BOARD COMMITTEES

The Board ensures the proper functioning of the Board, the Audit Committee and the Governance & Compensation as well as the Reserves & HSE Committee by periodically reviewing and assessing the effectiveness and contribution of individual directors. The Board has adopted a written mandate of each committee. Each such mandate includes a position description of the Chair of each committee.

The Board has three standing committees, namely an Audit Committee, a Governance & Compensation Committee and a Reserve & Health, Safety and Environment Committee.

Audit Committee

Information regarding the composition of the Audit Committee, the relevant education and experience of each audit committee member, the amount and nature of the fees that were paid by the Corporation to its external auditors and a copy of the mandate of the Audit Committee are disclosed on pages 34 and 35 and Appendix D of the annual information form of the Corporation for the year ended December 31, 2020, a copy of which can be found under the Corporation’s profile on SEDAR at www.sedar.com and which was filed on SEDAR on March 30, 2021.

Governance & Compensation Committee

The Corporation has established a governance & compensation committee (the “ Governance & Compensation Committee ”) the primary objective of which is to assist the directors of the Corporation in satisfying their responsibilities in respect of the effective governance of the Corporation, the management of its human resources, the compensation of its directors and Officers and the evaluation of their performance.

Specifically, the Governance & Compensation Committee is charged with the overall responsibility of reviewing the Corporation’s compensation philosophy, establishing and fostering its compensation policies that rewards the creation of shareholder value and reflects an appropriate balance between short and long‐term performance and monitoring the implementation of those policies. It is important to the Corporation to ensure that it is capable of attracting, motivating and retaining individuals who will contribute to the success of the Corporation.

To that end, the Governance & Compensation Committee is specifically responsible for, among other things, establishing the overall compensation policies of the Corporation and monitoring their implementation, periodically reviewing those policies and specific compensation practices and plans of the Corporation and recommending appropriate changes to the Board for consideration, administering the Corporation’s incentive plans, including the Stock Option Plans, in accordance with their terms and recommending to the Board the granting of incentives (including stock option grants) as appropriate. The Governance & Compensation Committee periodically reviews

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and approves the goals and objectives of the Corporation relative to the evaluation of the CEO’s performance and compensation, and periodically reviews the level of compensation of the members of the Board and its committees and recommends appropriate changes to the Board for consideration.

In discharging its responsibilities, the Governance & Compensation Committee will seek the advice of the CEO. However, the CEO will not participate in the deliberations of the Governance & Compensation Committee or the Board in regard to the evaluation of the CEO’s performance or on matters concerning his compensation. The Governance & Compensation Committee may not delegate any of its responsibilities under its mandate to another entity or to an individual without the approval of the Board.

The Governance & Compensation Committee is currently comprised of Andrew Judson (serving as the Chair), Kjell Pedersen and Kiren Singh (each of whom is considered to be an independent member).

Mr Judson has more than two decades of relevant experience in increasingly senior roles at Investment Dealers and Investment Managers focused on the energy industry. He has participated as a member of the Boards of, and particularly on the compensation committees of public and private companies in the industry as well as not for profit enterprises. Mr. Judson has deep experience from former and current board positions including participation on compensation committees of public and private companies and not for profit enterprises. Mr. Judson remains thoroughly familiar with current industry practice and levels for executive and director compensation, compensation structures and relevant Governance policies.

Mr Pedersen has filled top management positions, including CEO, in large international and national oil and gas companies for more than twenty years in various countries. He has also served as Chairman of boards and director of compensation committee in other public and private companies in the industry. Mr. Pedersen has thru his MSc education, people management courses and extensive experience in our industry in several countries, gained knowledge of the opportunities and risks associated with different compensation systems. Thru his board memberships in private and public companies he has also gained a good understanding of corporate governance and compensation systems relative to expectations of employees, shareholders and the public.

Ms Singh has more than 25 years of experience in the energy industry including executive roles for publicly traded corporations. She has served as a board member and on Human Resource and Governance committees which has included oversight of strategic planning and development, monitoring and measuring executive objective setting, performance metrics and compensation programs for private and crown corporations. Ms. Singh completed her Directors Education Program and received her ICD.D designation which included education on the role of the compensation committee and evaluating the CEO and succession planning.

Reserves & Health, Safety & Environment Committee

The Reserves & Health, Safety and Environment Committee (“ Reserves & HSE Committee ”) is responsible for, among other things, consulting with the Corporation's senior personnel responsible for oil and gas reserves and other information regarding the Corporation's oil and gas activities, and reviewing and reporting to the Board on: (i) the Corporation's procedures relating to the disclosure of such information; (ii) the appointment of, or any changes to, the independent consultants engaged to report on the Corporation's oil and gas reserves pursuant to the requirements of National Instrument 51‐101 Standards of Disclosure for Oil and Gas Activities (“ NI 51‐101 ”); and (iii) the Corporation's procedures for providing information to the consultants.

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The Reserves & HSE Committee is also responsible for, among other things, reviewing the health, safety and environment policies of the Corporation and exercising oversight of the Corporation’s compliance with all applicable law in the conduct of its activities. Prior to filing the Statement of Reserves Data and Other Oil and Gas Information and related consultants' report required under NI 51‐101, the Reserves & HSE Committee meets with responsible management of the Corporation and the independent consultants to review the evaluation report, and thereafter reports to the Board and recommends, as appropriate, the approval, release and filing of the Statement of Reserves Data and Other Oil and Gas Information and related reports required under NI 51‐101.

The Reserves & HSE Committee is comprised of Kjell Pedersen, who serves as the Chair, Charles Boulanger and Charle Gamba (each of whom is considered to be an independent member).

REGISTRAR AND TRANSFER AGENT

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc., having offices at 530 – 8th Ave SW, Suite 600, Calgary, Alberta, T2P 3S8.

OTHER BUSINESS

Management knows of no amendment, variation or other matter to come before the Meeting other than those set forth in the Notice of Meeting. However, if any other matter properly comes before the Meeting, the Common Shares represented by the accompanying proxy will be voted on such matter in accordance with the best judgment of the person or persons voting the proxy.

SHAREHOLDER PROPOSALS

Any Shareholder wishing to present a proposal to be considered at the next annual meeting of Shareholders in 2021 must transmit such proposal to the Corporation prior to April 27, 2021 in order for it to be included in the proxy solicitation documentation for such annual meeting.

ADDITIONAL INFORMATION

Additional information relating to the Corporation can be found under the Corporation’s profile on SEDAR at www.sedar.com.

Additional financial information is provided in the Corporation’s comparative financial statements for the year ended December 31, 2020, and related and management discussion and analysis which can be found under the Corporation’s profile on SEDAR at www.sedar.com or on the Corporation’s website at www.pieridaeenergy.com. Shareholders may also obtain these documents, without charge, upon request sent by mail to the CFO at Pieridae Energy Limited, 308 – 4th Avenue SW, Suite 3100, Calgary, Alberta, Canada T2P 0H7 or sent by email to [email protected].

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APPROVAL OF DIRECTORS

The contents and the sending of this Circular have been approved by the directors of the Corporation.

DATED as of the April 16, 2021.

(signed) Alfred Sorensen

Alfred Sorensen President and Chief Executive Officer

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SCHEDULE A – AMENDED AND RESTATED STOCK OPTION PLAN

1 Definitions and interpretation

1.1 Definitions

Unless otherwise required by the context or subject matter, the following terms, as used herein, have the meanings set forth below.

a) Affiliate has the meaning given to that term in the Securities Act (Alberta), including the rules and regulations promulgated thereunder, as may be amended from time to time.
b) Black‐Out Period has the meaning given to that term in Section 3.4 hereof.
c) Board of Directors means the board of directors of the Corporation.
d) Business Day means a day that is not a Saturday, Sunday or a general holiday in Alberta.

e) Change of Control means:

(i) any transaction (other than a transaction described in clause (iii) below) pursuant to which any person or group of persons acting jointly or in concert acquires the direct or indirect beneficial ownership of securities of the Corporation representing 50% or more of the aggregate voting power of all of the Corporation’s then issued and outstanding securities entitled to vote in the election of directors of the Corporation;
(ii) a consummated arrangement, amalgamation, merger, consolidation, take‐over bid, compulsory acquisition or similar transaction involving (directly or indirectly) the Corporation if, immediately after the consummation of such arrangement, amalgamation, merger, consolidation or similar transaction, the shareholders of the Corporation immediately prior thereto do not beneficially own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving or resulting entity in such arrangement, amalgamation, merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving or resulting entity in such arrangement, amalgamation, merger, consolidation or similar transaction;
(iii) the sale, lease, exchange, license or other disposition of all or substantially all of the Corporation’s assets to a person other than a person that was an Affiliate of the Corporation at the time of such sale, lease, exchange, license or other disposition, other than a sale, lease, exchange, license or other disposition to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are beneficially owned by shareholders of the Corporation in substantially the same proportions as their beneficial ownership of the outstanding voting securities of the Corporation immediately prior to such sale, lease, exchange, license or other disposition;
(iv) the passing of a resolution by the Board of Directors or Shareholders to substantially liquidate the assets of the Corporation or wind up the Corporation’s business or significantly rearrange its affairs in one or more transactions or series of transactions or the commencement of proceedings for such a liquidation, winding‐up or re‐arrangement

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(except where such re‐arrangement is part of a bona fide reorganization of the Corporation in circumstances where the business of the Corporation is continued and the shareholdings remain substantially the same following the re‐arrangement);

(v) the election at a meeting of the Corporation’s Shareholders of a number of directors to the Board of Directors who were not director nominees proposed to the Corporation’s Shareholders by the Corporation’s prior Board of Directors, and would represent a majority of the Board of Directors; or
(vi) the appointment of a number of directors to the Board of Directors which would represent a majority of the Board of Directors and which were nominated by any holder of Shares of the Corporation or by any group of holders of Shares of the Corporation acting jointly or in concert and not approved by the Corporation’s prior Board of Directors.
f) Constructive Dismissal means constructive dismissal as defined at common law; however, it does not include any of the following with respect to an Optionee:
(i) a reduction in compensation unless greater than 15% of the Optionee's total compensation;
(ii) a reduction in compensation, regardless of quantum, where such reduction in compensation has been applied in a similar manner to all or substantially all employees of the Corporation;
(iii) a change in duties where such change is reasonably required pursuant to a reorganization or restructuring of the Corporation;
(iv) a re‐location of position;
(v) any material change to the Optionee’s terms and conditions of employment made with the consent of the Optionee; and
(vi) a promotion.
g) Corporation means Pieridae Energy Limited and any corporation which it controls pursuant to the Canada Business Corporations Act .
h) Date of Grant in respect of an Option means the date on which the Board of Directors grants the particular Option in favour of an individual.
i) Eligible Persons means directors, senior executives and employees of the Corporation and Service Providers to the Corporation.
j) Event has the meaning given to that term in Section 3.8 hereof.
k) Exchange means the Toronto Stock Exchange.
l) Exercise Notice in respect of an Option means the notice regarding the exercise of the particular Option, in the form approved by the Corporation, duly executed by the Optionee.
m) Exercise Period in respect of an Option means the period during which the particular Option may be exercised, which runs from the Date of Grant inclusively, provided that all of the regulatory approvals have been obtained, up to and including the Expiry Date.

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n) Exercise Price in respect of an Option means the price at which the Option may be exercised, as established pursuant to Section 3.6 hereof.
o) Expiry Date in respect of an Option means the date established in respect thereof pursuant to Section 3.3 hereof.
p) Insider has the meaning given to that term in the TSX Company Manual[16] .
q) Insider Participation Limits means, collectively, the limits set out in Section 2.6 hereof.
r) Market Value means the closing price of the Shares on the Exchange on the trading day immediately preceding the Date of Grant.
s) Notice has the meaning given to that term in Section 3.4 hereof
t) Option Certificate in respect of an Option means the certificate representing the Option.
u) Option or Options means, as the case may be, one or several options granted pursuant to the Plan for the purpose of purchasing Shares.
v) Optionee in respect of an Option means the employee, director, senior executive or Service Provider, as the case may be, their Personal Representative that hold the Option.
w) Personal Representative of an Optionee means (i) in the case of a deceased Optionee, the Optionee’s legatees in accordance with the terms and conditions of the Optionee’s last will or the Optionee’s representative with respect to the Optionee’s estate; and (ii) in the case of an Optionee who, for any reason whatsoever, is incapable of managing his or her affairs, the person legally authorized to act on behalf of such Optionee.
x) Plan means this Stock Option Plan.
y) Security Based Compensation Arrangement has the meaning given to that term in the TSX Company Manual[17] .
z) Service Provider has the meaning given to that term in the TSX Company Manual[18] .
aa) Share or Shares means, as the case may be, one or several common shares in the share capital of the Corporation.

bb) Shareholder means a holder of one or more Shares.

cc) Successor Corporation has the meaning given to that term in Section 5.4 a) hereof.
dd) Termination Date means the date on which an Optionee ceases to be an Eligible Person as a result of a termination of employment or engagement with the Corporation for any reason, including death, disability, resignation, or termination with or without cause, but not including an Optionee’s absence from active employment or engagement with the Corporation during a period of authorized leave of absence. For greater certainty, the Termination Date shall be the last day of the Optionee’s actual and active employment or engagement with the Corporation, whether such day is selected by agreement with the individual, unilaterally by the Corporation and whether with or without advance notice to the

16 See “Interpretation” in the TSX Company Manual

17 Section 613(b) of the TSX Company Manual

18 ibid.

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Optionee. No period of notice, if any, or payment instead of notice that is given or that ought to have been given under applicable law, whether by statute, imposed by common law or otherwise, in respect of such termination of employment or engagement that follows or is in respect of a period after the Optionee’s last day of actual and active employment or engagement will be considered as extending the Optionee’s period of employment or engagement for the purposes of determining his or her entitlement under this Plan.

1.2 Governing Law

The Plan is established pursuant to the laws in effect in the Province of Alberta and the policies of the Exchange, and its provisions shall be interpreted pursuant to such laws and policies.

1.3 Headings

The headings herein are for the convenience of the reader and shall in no way affect the interpretation of the Plan.

2 Purpose and Participation

2.1 Purpose

The Plan was designed to allow the Corporation, through Shares, to retain and motivate competent directors, senior executives, employees and Service Providers, to compensate directors, senior executives, employees and Service Providers to whom the Board of Directors may grant Options pursuant to the Plan from time to time further to their efforts in attaining the goals of the Corporation and to allow such individuals to purchase Shares as an investment, and to encourage them to act in this manner.

2.2 Participation

From time to time, the Board of Directors will designate, at its discretion, the Eligible Persons who are to be granted Options and will establish the number of Shares with respect to which each Option may be exercised and grant the Options based on these decisions. The granting of an Option to an Eligible Person will not, at any time, entitle such person to receive Options thereafter, nor will it prevent such person from receiving Options thereafter.

2.3 Notice of Granted Options

a) After the Board of Directors has approved the granting of an Option, any member of the Board of Directors or any other individual designated by the Board of Directors for such purpose shall give written notice of the grant (a Notice ) to the applicable Eligible Person and shall include therewith the Option Certificate representing the Option thus granted.
b) In the case of an Option which is proposed to be granted to an employee of the Corporation or a Service Provider, no such Option shall be granted by the Board of Directors to such individual unless and until the Corporation has declared that such individual is a bona fide employee of the Corporation or a Service Provider, as the case may be.

2.4 Copies of the Text of the Plan

At the time that a Notice is delivered to an Eligible Person upon the initial granting of an Option, that Eligible Person must be provided with either one copy of the text of the Plan or the address of the website from which

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the text of the Plan can be downloaded by the Eligible Person, and within ten (10) days following the receipt of the Notice and the accompanying Option Certificate, each such Eligible Person shall sign that Notice acknowledging that the Eligible Person has read the Plan and unconditionally agreeing to the terms and conditions stipulated in the Plan, the Option Certificate and the Notice. Notwithstanding any other provision hereof, the grant of such Option by the Corporation to that Eligible Person shall not be effective unless and until the Eligible Person complies with the requirements of this Section 2.4 and all of the other conditions herein relating to such Grant are satisfied.

2.5 No Additional Rights

The Plan does not entitle an Optionee to be, or continue to be, an employee or a director of the Corporation nor does it create an obligation on the part of the Optionee. The Plan does not grant the Optionee any rights as a Shareholder with respect to the Shares underlying the Options before such time as the Optionee has exercised his or her Options, or a part thereof, and he or she is duly registered as a Shareholder. All decisions regarding the granting of Options shall be made at the sole discretion of the Board of Directors. The Plan does not hinder, limit, force, restrict, or prevent the Board of Directors with respect to the allocation or the issuance of Shares or of any other security of the Corporation, except as specified in the Plan.

2.6 Participation Limits

a) The maximum number of Shares issuable at any time to Eligible Persons who are Insiders pursuant to the exercise of Options granted under this Plan and securities granted under any other Security Based Compensation Arrangement of the Corporation must not exceed 10% of the aggregate number of Shares issued and outstanding from time to time (calculated on a non‐diluted basis).
b) The maximum number of Shares issued to Eligible Persons who are Insiders within any one year period pursuant to the exercise of Options granted under this Plan and securities granted under any other Security Based Compensation Arrangement of the Corporation must not exceed 10% of the aggregate number of Shares issued and outstanding from time to time (calculated on a non‐ diluted basis).

3 Terms and Conditions of the Options

3.1 Issuance of Shares by the Board of Directors

The Shares to be issued to Optionees upon the exercise of the Options shall not be issued by the Corporation unless and until the issuance of such Shares is duly authorized by the Board of Directors.

3.2 Number of Shares

The Options to be granted under the Plan must not be exercisable for more than 10% of the Shares issued and outstanding at the time the Options are granted, provided that if the Options expire or are terminated for any reason before they vest and are exercised, the number of Shares underlying such expired or terminated Options may again be available under the Plan.

3.3 Term of Options

Subject to Sections 3.5 and 5.2 hereof, the Expiry Date of an Option is the date established by the Board of Directors at the time of the granting of the particular Option, provided that such date does not extend beyond

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the fifth anniversary of the Date of Grant of the Option, or such later date as determined in accordance with Section 3.4 hereof.

3.4 Black‐Out Periods

Despite any other provision of this Plan, if the Expiry Date of an Option falls on, or within nine (9) Business Days immediately following, a date upon which an Optionee is prohibited from exercising an Option due to a black‐ out period or other trading restriction imposed by the Corporation (but, for greater certainty, not a cease trade order or other restriction imposed by any person other than the Corporation) (a Black‐Out Period), then the Expiry Date of such Option will be automatically extended to the tenth (10th) Business Day following the date the relevant black‐out period or other trading restriction imposed by the Corporation is lifted, terminated or removed.

3.5 Termination of Options

Subject to Section 3.1 hereof, Optionees may exercise an Option in whole or in part, at any time or from time to time during the Exercise Period, provided that the Option has vested on or before such time pursuant to the terms of the Option Certificate evidencing such Option and provided that, with respect to the exercise of a part of an Option, the Board of Directors shall be entitled, at any time and from time to time, to establish the number of Shares with respect to which an Optionee may exercise a part of the Option held by such Optionee. All of the Options, or parts of an Option, that have not been exercised during the Exercise Period will terminate and become null and void on the day immediately following the Expiry Date. The Expiry Date of an Option will correspond to the earlier of:

a) the date established by the Board of Directors as the Expiry Date at the time of the granting of the Option; and
b) the date established pursuant to subparagraphs (i) to (v) hereinafter:
(i) Death – Upon the death of an Optionee who is an Eligible Person, the date established hereby in respect of each Option held by such Optionee at the date of death is the earlier of (A) the Expiry Date of the Option and (B) the expiry of a period of ninety (90) days following the Termination Date; provided that any such Options, or the remainder thereof, which are vested at the Termination Date and which have been granted to such Optionee may be exercised on or before such date by the Optionee’s Personal Representative in accordance with the terms of the Plan
(ii) Cessation of Employment – If an Optionee at any time on a particular day ceases to be employed by the Corporation (other than as a consequence of the termination of employment by the Corporation for cause), or ceases to hold an office of director of the Corporation, or ceases to be engaged by the Corporation as a Service Provider, for any reason other than death and the Option is held by the Optionee at that time, the date established hereby in respect of such Option is three hundred and sixty five (365) days after the Termination Date if such Option was granted to the Optionee by the Corporation at any time on or before October 24, 2017, and in any other case, the date established hereby in respect of such Option is ninety (90) days after the Termination Date.
(iii) Notwithstanding subparagraphs (i) and (ii) above, the Board of Directors may, at its discretion and subject to the approval of the Exchange, if required, by means of a prior notice sent to an Optionee or to his or her Personal Representative, allow an Option, or part

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of an Option, to remain valid and in effect, and may direct that the Expiry Date of an Option or part of an Option held by the Optionee be deemed to be the Termination Date, or a date after any of such events.

(iv) Termination of Employment for Cause – If the employment of an Optionee is terminated for cause, the date established hereby in respect of each Option held by such Optionee is the first day that the Optionee ceased to be employed by the Corporation after expiration of the applicable period of notice of termination, if any.
(v) Discretion of the Board of Directors – The Board of Directors may, at any time or from time to time, with the consent of an Optionee and, subject to the approval of the Exchange, accelerate or postpone the Expiry Date of an Option or of any part of an Option held by the Optionee if the Board of Directors establishes, at its discretion, that this measure is warranted under the circumstances and provided that the Expiry Date of the Option does not extend beyond the fifth anniversary of the Date of Grant.

3.6 Exercise Price

a) No consideration will be payable with respect to the granting of an Option. Consideration will be payable pursuant to paragraph 3.6(b) hereunder.
b) At the time of the granting of an Option, the Board of Directors shall establish the price at which an Optionee may purchase an underlying Share upon the exercise of his or her Option. Said price will not be less than the Market Value.
c) The Board of Directors may reduce the Exercise Price of an Option with the consent of the Optionee, subject to the prior approval of the disinterested Shareholders of the Corporation and any other requirements of the Exchange, if the Optionee is an insider.

3.7 Assignment of Options

Options may not be assigned or transferred. However, to the extent provided for pursuant to Section 4.1 hereof, the Personal Representative of an Optionee may exercise Options during the Exercise Period.

3.8 Adjustments

Prior to the exercise of an Option, if a stock dividend is paid with respect to the Shares or if the Shares are consolidated, subdivided, converted, exchanged, or redesignated, or if they are in any way replaced (collectively an Event ), the Option, to the extent that it has not been exercised, will, subject to the approval of the Exchange, entitle the holder thereof, upon its exercise pursuant to its terms and conditions, to the number and type of Shares, other securities or assets that the holder would have been entitled to receive as a result of the Event as if such holder were the owner of the underlying Shares at the time the Event occurred, and the Exercise Price of the Option will be the same as if the underlying Shares initially subject to the Option had been purchased pursuant hereto. No fractional Shares will be issued upon the exercise of the Options, and if an Optionee is entitled to a fraction of a Share as a result of an Event, then such Optionee will only be entitled to purchase the nearest lower full number of Shares and no payment or any other adjustment will be made with respect to the fractional participation that is not taken into account. If an Event occurs, the number of Shares that the Board of Directors has authorized pursuant to the Plan as set forth in Section 3.2 hereof will be adjusted accordingly.

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4 Exercise of Options

4.1 Exercise of Options

Only the Optionee or his or her Personal Representative, as the case may be, has the right hereunder to exercise an Option in accordance with the provisions of the Plan. An Optionee, or his or her Personal Representative, may exercise an Option in whole or in part, at any time or from time to time during the Exercise Period provided that the Option has vested on or before such time pursuant to the terms of the Option Certificate evidencing such Option, by delivering to the Board of Directors:

a) an Exercise Notice duly signed by the Optionee or his or her Personal Representative, as the case may be;
b) the applicable Option Certificate;
c) if the Exercise Notice is signed by a Personal Representative of the Optionee whose Options are exercised, any documentation that the Corporation may request; and
d) and a certified cheque or bank draft payable to the Corporation in an amount equal to the aggregate of (i) the aggregate Exercise Price of the underlying Shares that are being purchased as a result of the exercise of the Option and (ii) the amount of the applicable withholding tax as determined by the Corporation.

4.2 Issuance of Shares

As soon as possible after the receipt of the Exercise Notice, the Board of Directors will direct management to ensure that a certificate for the Shares thus purchased on the exercise of an Option is delivered to the Optionee or his or her Personal Representative, as the case may be. If the number of Shares thus purchased is less than the number of Shares represented by the Option Certificate that is surrendered, the Board of Directors shall make a note thereon indicating the number of Shares with respect to which the Option was exercised and shall return such Option Certificate to the Optionee or his or her Personal Representative, as the case may be, at the same time as the Share certificate mentioned above is issued.

4.3 Conditions of the Issuance

The issuance of Shares by the Corporation as a result of the exercise of an Option is subject to the laws (including the Income Tax Act (Canada), rules, and regulations of all of the authorities and public bodies applicable with respect to the issuance and the distribution of Shares, including but not limited to the Exchange. The Optionee agrees to comply with all of these laws, rules, and regulations, to provide the Corporation with the information, reports, and covenants necessary in order to comply with such laws, rules, and regulations, and to fully collaborate with the Corporation with respect to such compliance.

5 Administration, Amendments and Termination of the Plan

5.1 Administration

The Board of Directors will administer the Plan in its sole discretion. The Board of Directors will have the full power and sole responsibility to interpret the provisions of the Plan and to make regulations and formulate administrative provisions for its implementation, and to make such changes in the regulations and administrative procedures as, from time to time, the Board of Directors deems proper and in the best interests

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of the Corporation, and to reserve and issue Shares issuable pursuant to the exercise of Options. Such regulations and provisions may include the delegation to a committee of the Board of Directors of such administrative duties and powers of the Board of Directors as it may, in its sole discretion, deem fit. The determinations of the Board of Directors in the administration of the Plan shall be final and conclusive.

5.2 Amendment

The Board of Directors may, at any time and from time to time, without the approval of the Shareholders (other than any required regulatory or Exchange approvals), suspend, discontinue or amend this Plan or any Option. Examples of the types of amendments that may be made by the Board without Shareholder approval include, without limitation, the following:

a) amendments to ensure continuing compliance with applicable laws, regulations, requirements, rules or policies or any governmental authority or any stock exchange;
b) amendments of a “housekeeping” nature, which include amendments to eliminate any ambiguity or correct or supplement any provision contained herein;
c) amendments respecting the administration of the Plan;
d) changing the vesting provisions of the Plan or any Option Certificate;
e) changing the termination provisions of any Option that does not entail an extension beyond the original Expiry Date; and
f) any other amendment that does not require the approval of Shareholders under Section 5.3 hereof.

5.3 Amendments Requiring Shareholder Approval

Notwithstanding Section 5.2 hereof, specific Shareholder approval is required for:

a) a reduction in the exercise price or purchase price under the Plan benefiting an Insider of the Corporation;
b) an extension of the original Expiry Date under the Plan benefiting an Insider of the Corporation;
c) any amendment to remove or to exceed the Insider Participation Limits;
d) an increase to the maximum number of Shares issuable under the Plan; and
e) any amendment to Sections 5.2 or 5.3 hereof.

5.4 Change of Control

a) In the event of a Change of Control, the surviving, continuing, successor or purchasing corporation or Affiliate thereof, as the case may be (the Successor Corporation ), may either assume the Corporation's rights and obligations under outstanding Options or substitute for outstanding Options substantially equivalent options in the Successor Corporation in a manner that substantially preserves and does not impair the rights of the Optionees thereunder in any material respect.

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b) In the event that an assumption or substitution of Options is not made by the Successor Corporation in accordance with paragraph a) prior to or in connection with a Change of Control, all Options held by an Optionee as at the date of the Change of Control, whether vested or unvested, will automatically vest as of the date of the Change of Control.
c) If the employment of an Optionee is terminated by the Corporation during the one (1) year period after a Change of Control for any reason other than for Cause, or the Optionee resigns from his employment as a result of Constructive Dismissal, then any unvested Options held by the Optionee as at the date of the Change of Control shall accelerate and will fully vest effective on the date of the Change of Control and all Options that are vested or deemed to be vested may be exercised by the Optionee within 30 days from the Termination Date.

5.5 Retroactive Amendment

The Board of Directors may, from time to time and subject to the approval of the Exchange, retroactively amend the Plan provided they are permitted to do so under this Section 5 hereof, and, with the consent of the affected Optionees, retroactively amend the terms and conditions of the Options that have been granted until then.

5.6 Termination of the Plan

The Board of Directors may terminate the Plan at any time, provided that such termination does not affect the rights of any Optionee pursuant to any Option and does not amend the terms and conditions of any Option that has been granted to such Optionee before the date of such termination and, notwithstanding such termination, the Corporation, the Options, and the Optionees will continue to be subject to the provisions of the Plan.

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SCHEDULE B – BOARD OF DIRECTORS MANDATE

1. PRIMARY OBJECTIVE

The primary objective of the Board in discharging its mandate is the effective and efficient conduct by the Corporation of its business and affairs in accordance with its articles, by‐laws and policies, and in a manner and to the extent consistent with applicable law and with the purpose of enhancing and preserving shareholder value while taking into account the legitimate interests of employees, customers, lenders and the wider communities.

Accordingly, the Board will be concerned with such matters as strategic and financial planning, risk assessment and mitigation, senior management determination, corporate governance, public disclosure and compliance monitoring.

2. DIRECTORS

Each director has the duty to act in the best interests of the Corporation and in so doing must thoroughly understand the nature and extent of the Corporation’s business and affairs while maintaining an acute awareness of the political, economic, social, legal and environmental realities and constraints prevailing in all jurisdictions in which the Corporation conducts, or proposes to conduct, its business and affairs. In exercising their powers and in discharging their duties, the directors shall:

act honestly and in good faith with a view to the best interests of the Corporation;
exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances;
disclose to the Corporation the nature and extent of any interest that the director has in a material contract or material transaction with the Corporation if the director is a party to the contract or transaction, is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction or has a material interest in a party to the contract or transaction;
comply with CBCA and the regulations enacted thereunder as well as with the Corporation’s articles and by‐laws; and
comply with their obligations under applicable law and the policies adopted by the Corporation.

3. MANDATE

(a) statutory responsibilities

The Board has the statutory responsibility:

to supervise the management of the business and affairs of the Corporation;
to review and to approve the annual consolidated financial statements of the Corporation;
to place before the shareholders at every annual meeting the annual consolidated financial statements of the Corporation, the report of the auditor and any further information respecting the financial position of the Corporation and the results of its operations required by the articles and by‐laws of the Corporation.

The Board is also responsible for considering the following matters as a full Board which in law may not be delegated to management or to a committee of the Board:

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any submission to the shareholders of a question or matter requiring the approval of the shareholders;
the filling of a vacancy among the directors or in the office of auditor, or appointment of additional directors;
the declaration of dividends;
the purchase, redemption or any other form of acquisition of securities issued by the Corporation;
the approval of a management proxy circulars;
the approval of any take‐over bid circular or directors' circular;
the approval of annual consolidated financial statements of the Corporation; and
the adoption, amendment or repeal of the by‐laws of the Corporation.