CWC Energy Services Corp. — Proxy Solicitation & Information Statement 2021

May 20, 2021

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Notice of Annual Meeting of Shareholders

Dear Shareholder:

The Board of Directors (the " Board ") of CWC Energy Services Corp. (the " Corporation ") invites you to attend the annual meeting (the " Meeting ") of holders of common shares (the " Common Shares ") of the Corporation (the " Shareholders ") to be held in the Northcote & Angus Rooms (Bow Valley Square), located at Suite 300, 205 – 5[th] Avenue S.W., Calgary, Alberta, on June 16, 2021 at 9:00 a.m. (Calgary time) for the following purposes:

1. to present the audited financial statements for the fiscal year ended December 31, 2020, together with the auditors' report thereon;

2. to appoint auditors for the ensuing year and authorize the directors to fix their remuneration;

3. to set the number of directors to be elected at the Meeting at six members and to elect six (6) directors to hold office until the next annual meeting;

4. to re-approve the Corporation's option plan; and

5. to transact such other business as may properly come before the Meeting.

The Information Circular accompanying this Notice provides additional information relating to the matters to be dealt with at the Meeting and is incorporated into and forms part of this Notice. If you are unable to attend the Meeting in person, please complete, date and sign the enclosed form of proxy and return it, in the envelope provided to Computershare Trust Company of Canada, 8[th] Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, so that it is received no later than 9:00 a.m. (Calgary time) on Monday, June 14, 2021 or by 9:00 a.m. (Calgary time) on the second business day prior to the date of the Meeting or any adjournment thereof.

Shareholders are cautioned that the use of the mail to transmit proxies is at each shareholder's risk.

The Board has fixed the record date for the Meeting at the close of business on May 12, 2021 (the " Record Date "). Shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to vote those Common Shares included in the list of shareholders entitled to vote at the Meeting prepared as at the Record Date, unless any such shareholder transfers Common Shares after the Record Date and the transferee of those Common Shares, having produced properly endorsed certificates

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evidencing such Common Shares or having otherwise established that it owns such Common Shares, demands, not later than 10 days before the Meeting, that the transferee's name be included in the list of Shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such Common Shares at the Meeting.

The Corporation is very much aware of the public health concerns and requirements respecting the ongoing COVID-19 pandemic. The Corporation asks that, in considering whether to attend the Meeting in person, shareholders follow the instructions of the Public Health Agency of Canada (www.canada.ca/en/public-health.html), the Alberta Health Services (www.albertahealthservices.ca) guidelines, and the Alberta Government restrictions on public gatherings (https://www.alberta.ca/restrictions-on-gatherings.aspx). Given these public health guidelines - in particular the crucial importance of "social distancing" – the Corporation encourages shareholders NOT to attend the Meeting in person, particularly if they are experiencing any of the described COVID-19 symptoms of fever, cough or difficulty breathing. Subject to the Corporation's by-laws, attendance in person at the Meeting will be restricted to essential personnel and registered shareholders and proxyholders entitled to attend and vote at the Meeting; no external guests will be allowed to attend. As such, the Corporation has organized a conference call (details below) whereby shareholders can listen to the Meeting. This is not a virtual meeting and as such shareholders cannot vote or ask questions as part of the conference call. As shareholder participation at the Meeting is important, we encourage all shareholders to vote their Common Shares in advance of the Meeting by completing the accompanying form of proxy and return it in accordance with the instructions above or by internet voting on Computershare Trust Company of Canada's website, www.investorvote.com (detailed instructions are included with your proxy materials).

The instrument appointing a proxy must be in writing and must be executed by the shareholder or the shareholder's attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

The person named in the enclosed form of proxy is a director and/or officer of the Corporation. Each shareholder has the right to appoint a proxyholder other than such person named in the form of proxy, who need not be a shareholder, to attend and to act for such shareholder and on such shareholder's behalf at the Meeting. To exercise such right, the name of the nominee of management should be crossed out and the name of the shareholder's appointee should be legibly printed in the blank space provided.

Shareholders are cautioned that the use of mail to transmit proxies is at such shareholder's risk. In the event of a strike, lockout or other work stoppage involving postal employees, the form of proxy should be returned by fax to 1-866-249-7775 if inside North America and 1-416-263-9524 if outside North America (Attention: Proxy Department), by telephone by calling 1-866-732-8683 or by internet voting on Computershare Trust Company of Canada's website, www.investorvote.com.

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Please note that, given the circumstances, there will not be a corporate presentation by management following the formal portion of the Meeting. A current corporate presentation can be found on the Corporation’s website at www.cwcenergyservices.com.

Shareholders may use the following information to listen to the Meeting via conference call.

Telephone number: 1-855-959-9009

Access Code: 143 056 7495

Calgary, Alberta May 12, 2021

By Order of the Board of Directors (signed) " Duncan Au " Duncan Au President and Chief Executive Officer

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INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

This Information Circular is furnished in connection with the solicitation of proxies by the management of CWC Energy Services Corp. (the "Corporation") for use at the annual meeting of holders (the "Shareholders") of common shares ("Common Shares") of the Corporation (the "Meeting") to be held on Wednesday, June 16, 2021 at the place and time and for the purpose set forth in the Notice of Annual Meeting and at any adjournments thereof. Solicitation of proxies may be solicited personally or by telephone or other means of communications by directors, officers or employees of the Corporation at nominal cost. The cost of any solicitation will be borne by the Corporation.

Unless otherwise stated, the information contained in this Information Circular is given as at May 12, 2021.

The Corporation is very much aware of the public health concerns and requirements respecting the ongoing COVID-19 pandemic. The Corporation asks that, in considering whether to attend the Meeting in person, shareholders follow the instructions of the Public Health Agency of Canada (www.canada.ca/en/public-health.html), the Alberta Health Services (www.albertahealthservices.ca) guidelines, and the Alberta Government restrictions on public gatherings (https://www.alberta.ca/restrictions-on-gatherings.aspx). Given these public health guidelines - in particular the crucial importance of "social distancing" – the Corporation encourages Shareholders NOT to attend the Meeting in person, particularly if they are experiencing any of the described COVID-19 symptoms of fever, cough or difficulty breathing. Subject to the Corporation's by-laws, attendance in person at the Meeting will be restricted to essential personnel and registered shareholders and proxyholders entitled to attend and vote at the Meeting; no external guests will be allowed to attend. As such, the Corporation has organized a conference call (details in the Notice of Meeting) whereby Shareholders can listen to the Meeting. This is not a virtual meeting and as such Shareholders cannot vote or ask questions as part of the conference call. As Shareholder participation at the Meeting is important, the Corporation encourages Shareholders to exercise their right to vote prior to the Meeting by following the instructions set out in the form of proxy or voting instruction form received by Shareholders.

Appointment of Proxyholders and Revocation of Proxies

The individual named in the accompanying form of proxy is the President and Chief Executive Officer of the Corporation. A Shareholder has the right to appoint some other person, who need not be a Shareholder, to represent the Shareholder at the Meeting by inserting such person's name in the

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blank space provided in the Proxy or by completing another form of proxy. The instrument appointing a proxy must be in writing, signed by the Shareholder, or its attorney authorized in writing or, where the Shareholder is a company, by a duly authorized officer or attorney of the company. An instrument of Proxy will only be valid if it is duly completed, signed, dated and returned to Computershare Trust Company of Canada, 8[th] Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, before 9:00 a.m. (Calgary time) on Monday June 14, 2021 or by 9:00 a.m. (Calgary time) on the second business day prior to the date of the Meeting or any adjournment thereof.

A Shareholder has the right to revoke a Proxy by delivering an instrument in writing, executed by the Shareholder or by the Shareholder's attorney authorized in writing or, where the Shareholder is a company, by a duly authorized officer or attorney of the company and delivered either to the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the Proxy is to be used, or with the Chairman of the Meeting prior to commencement of the Meeting, or any adjournment thereof before any vote in respect of which the Proxy to be used shall have been taken, or in any other manner provided by law.

Advice to Beneficial Shareholders on Voting

The information set forth in this section is of significant importance to Shareholders of the Corporation, as a substantial number of Shareholders do not hold their Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to in this Information Circular as " Beneficial Shareholders ") should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then, in almost all cases, those Common Shares will not be registered in the Shareholder's name on the records of the Corporation. Such Common Shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the nominee of CDS Clearing and Depository Services Inc., which acts as depositary for many Canadian brokerage firms). Common Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its agents and nominees are prohibited from voting Common Shares for the broker's clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person.

Applicable regulatory rules require intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is identical to the form of proxy provided to registered Shareholders. However, its purpose is limited to instructing the Shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (" Broadridge "). Broadridge typically applies a special sticker to the proxy forms, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the proxy forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at a meeting. A Beneficial Shareholder receiving a proxy with a Broadridge sticker on it cannot use that proxy to vote Common Shares directly at the Meeting. The proxy must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted at the Meeting.

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Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of its broker (or an agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered Shareholder, should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

Voting of Proxies

A Shareholder may direct the manner in which its Common Shares are to be voted by marking the Proxy accordingly. If the instructions in a Proxy given to management are certain, the Common Shares represented by the Proxy will be voted on any poll, and where a choice with respect to the resolution has been specified in the Proxy, the Common Shares will be voted on any poll in accordance with the specification so made. In the absence of such instructions, the Common Shares will be voted FOR each resolution proposed by management of the Corporation.

Exercise of Discretion by Proxyholders

The enclosed Proxy confers discretionary authority upon the holders named therein with respect to amendments or variations to matters identified in the Notice of Annual Meeting and other matters not so identified which may properly be brought before the Meeting. At the date of this Information Circular, the management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting. If any other matter comes before the Meeting, the persons named in the Proxy will vote in accordance with their judgement on such matter.

Record Date and Voting of Common Shares

The Board of Directors of the Corporation (the " Board ") has fixed the close of business on May 12, 2021 as the record date (the " Record Date ") for the purposes of determining the holders of Common Shares entitled to receive notice of and to vote at the Meeting. In accordance with the provisions of the Business Corporations Act (Alberta), the Corporation has prepared a list of the holders of Common Shares of the Corporation on the Record Date. Each holder of the Common Shares named in the list will be entitled to vote the Common Shares shown opposite its name on the list at the Meeting, except to the extent that (a) the Shareholder has transferred any of its Common Shares after the date on which the list was prepared, and (b) the transferee of those Common Shares produces properly endorsed share certificates or otherwise establishes that it owns such Common Shares and demands not later than ten (10) days before the Meeting that its name be included in the list before the Meeting, in which case the transferee is entitled to vote its Common Shares at the Meeting.

As of the Record Date, the Corporation has 504,422,797 Common Shares issued and outstanding. The holders of Common Shares are entitled to one vote for each Common Share held. In order to be effective, each ordinary resolution to be submitted to Shareholders at the Meeting must be approved by the affirmative vote of at least 50% of the votes cast thereon in person or by proxy. A quorum at the Meeting will consist of at least one Shareholder present in person or represented by proxy and representing not less than 10% of the Common Shares entitled to vote at the Meeting.

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Principal Shareholders

To the knowledge of the directors and executives officers of the Corporation, as of the date hereof, the only person who beneficially owned or controlled or directed, directly or indirectly, voting securities carrying more than 10% of the votes attached to any class of voting securities of the Corporation is:

Name of Shareholder Brookfield Capital Partners Ltd. BCP II AIV LP Brookfield Business Partners Canada LP	Designation of Class Common Shares Common Shares Common Shares	Type of Ownership Direct Direct Direct	Number of Securities Owned 117,140,511 167,872,893 121,450,019
				**Percentage **
				23.2%
				33.3%
				24.1%

BUSINESS OF THE MEETING

To the knowledge of the Corporation's directors, the only matters to be placed before the Meeting are those matters set forth in the accompanying Notice of Annual Meeting.

1. Annual Financial Statements

Pursuant to the Business Corporation Act (Alberta), the directors will place before the Shareholders at the Meeting the audited consolidated financial statements of the Corporation for the fiscal year ended December 31, 2020 (the " Financial Statements ") and the auditors' report thereon (the " Auditors' Report "). The Financial Statements and Auditors' Report were filed on SEDAR at www.sedar.com on February 28, 2021, and were mailed to all registered shareholders with this Information Circular. Shareholder approval is not required in relation to the Financial Statements and Auditors' Report.

2. Appointment of Auditors

At the meeting, the Shareholders will be asked to re-appoint Ernst & Young LLP (" EY "), Chartered Professional Accountants, as auditors of the Corporation for the ensuing year and to authorize the Board to fix their remuneration. The term of the auditor shall end at the close of the next annual meeting of the shareholders.

The persons named as proxyholders in the enclosed form of proxy, if not expressly directed to the contrary, intend to vote FOR the reappointment of EY, as auditors of the Corporation to hold office until the next annual meeting of shareholders or until a successor is appointed and to authorize the directors to determine the remuneration to be paid to the auditors. A simple majority of the votes cast at the Meeting, whether in person or by proxy, will constitute approval of the resolution to appoint EY as auditors of the Corporation to hold office until the next annual meeting of shareholders or until a successor is appointed and to authorize the directors to determine the remuneration to be paid to the auditors.

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3. Election of Directors

The Board of Directors presently consists of six (6) directors, each of whose term expires at the Meeting. At the Meeting, Shareholders will be asked to fix the number of directors to be elected at the Meeting at six (6) and to elect six (6) directors to serve until the next annual meeting or until their successors are duly elected or appointed. All proposed nominees have consented to be named in this Information Circular and to serve as directors, if elected. Unless otherwise directed, it is the intention of management to vote proxies in the accompanying form in favour of an ordinary resolution fixing the number of directors to be elected at the meeting at six members and in favour of the election of the six nominees noted below. In the absence of instructions to the contrary, the enclosed Proxy will be voted FOR the nominees herein listed.

The following table sets forth the name, province or state and country of residence and principal occupation for each proposed nominee for election as director. In addition, the table shows the date on which each proposed nominee first became a director and the number of Common Shares that each proposed nominee beneficially owned, controlled or directed, directly or indirectly, as of the Record Date. The information as to shares owned beneficially, not being within the knowledge of the Corporation, has been forwarded by the nominees individually.

Name, Province or State and Country of Residence and Position with the Company	Principal Occupation for the Past Five Years	Director Since	Number of Common Shares
Duncan T. Au(1) Calgary, Alberta, Canada President and Chief Executive Officer and Director	President and Chief Executive Officer of CWC Energy Services Corp. since October 2010; President and Chief Executive Officer of JAFETICA Capital Inc. since January 2006.	July 6, 2010	6,334,040
Jim Reid Calgary, Alberta, Canada Chairman of the Board and Director	Managing Partner of Brookfield Asset Management Inc. since June 2003.	May 31, 2007	Nil(4)
Gary L. Bentham(1)(2) Calgary, Alberta, Canada Director	President of BTM Corporate Advisory Inc. since 2005.	January 14, 2009	2,167,878
Wade McGowan, P.Eng.(1)(2)(3) Calgary, Alberta, Canada Director	Independent businessman since May 2014; prior thereto, President and Chief Executive Officer of Ironhand Drilling Inc. from July 2006.	July 6, 2010	3,052,061
Daryl Austin Vegreville, Alberta , Canada Director	Independent businessman since 2006.	May 15, 2014	21,637,343
Dean Schultz(2)(3) Calgary, Alberta, Canada Director	Senior Vice President with Brookfield Asset Management Inc. since 2012.	December 11, 2014	53,331(4)

Notes:

• (1) Member of the Audit Committee.

(2) Member of the Compensation and Corporate Governance Committee.

(3) Member of the Quality, Health, Safety and Environment Committee.

(4) Messrs. Reid and Schultz are officers of an affiliate of Brookfield Capital Partners Ltd., Brookfield Business Partners Canada LP and BCP II AIV LP (together " Brookfield ") which are significant shareholders of the Corporation holding approximately 80.6% of the outstanding Common Shares.

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4. Re-Approval of Option Plan

The TSX Venture Exchange (" TSXV ") requires all listed companies with a 10% rolling option plan to obtain annual shareholder approval of such plan. Shareholders will be asked at the Meeting to vote on a resolution to re-approve, for the ensuing year the Corporation's rolling option plan (the " Plan "). The total number of Common Shares that may be issued pursuant to options outstanding at any time under the Plan shall not exceed 10% of the aggregate number of issued and outstanding Common Shares. The maximum number of Common Shares that may be reserved for issuance to any one person under the Plan is 5% of the Common Shares outstanding at the time of grant. In the event of the termination without cause or resignation or due to permanent disability of an optionee, an optionee may exercise such part of the Option as is exercisable immediately prior to such time within a period of 30 days following such occurrence in the case of an optionee who is engaged in "Investor Relations Activities" and within a period of 90 days following such occurrence in every other case but in no event later than the normal expiry date of the Option and any such Option not fully exercised at the end of such period shall then terminate. In the event of the death of any optionee prior to the expiry of outstanding Options granted to such optionee, the executors or personal representatives of the optionee have the right to exercise any such Option within 180 days of the optionee's death, but in no event later than the normal expiry date of the Option and for not more than the number of Options for which the optionee could have exercised any such Option immediately prior to the optionee's death, and any such Option not fully exercised at the end of such period shall then terminate. All option vesting is set by the Compensation and Corporate Governance Committee of the Board at the time of the award. A copy of the Plan will be available for inspection at the Meeting and will be sent to any shareholder upon request. As at May 12, 2021 504,422,797 Common Shares were outstanding and options to purchase an additional 11,632,000 Common Shares (2% of the Common Shares outstanding) under the Option Plan were outstanding.

At the Meeting, the Shareholders will be asked to consider and, if deemed advisable, approve the following resolutions to approve the Plan:

RESOLVED AS AN ORDINARY RESOLUTION THAT :

• (a) The Option Plan (the " Plan ") of CWC Energy Services Corp. (the " Corporation ") be and is hereby approved with such modifications as may be required by the TSX Venture Exchange;

• (b) The maximum number of Common Shares (the " Common Shares ") of the Corporation which may be issued pursuant to options outstanding at any time under the Plan shall be equal to ten percent (10%) of the then issued and outstanding Common Shares of the Corporation from time to time; and

• (c) Any officer or director of the Corporation is hereby authorized to do all such acts and execute and file all instruments and documents necessary or desirable to carry out these resolutions, with regulatory authorities and TSX Venture Exchange.

In accordance with the policies of the TSXV, the Plan must be approved by the majority of votes cast at the Meeting on the resolution. It is the intention of the persons named in the enclosed Proxy, in the absence of instructions to the contrary, to vote the Proxy in favour of the ordinary resolution approving the Plan.

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CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

To our knowledge, other than as disclosed below, no proposed director: (i) is, or has been in the last 10 years, a director, chief executive officer or chief financial officer of an issuer (including the Corporation) that, (a) while that person was acting in that capacity was the subject of a cease trade order or similar order or an order that denied the issuer access to any exemptions under securities legislation, that was in effect for a period of more than 30 consecutive days (collectively, an " order "), or (b) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (ii) is, or has been in the last 10 years, a director or executive officer of an issuer (including the Corporation) that while that person was acting in such 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; (iii) has, within the last 10 years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangements or compromises with creditors, or had a receiver, receiver manager or trustee appointed to hold his or her assets; or (iv) has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Messrs. Reid and Schultz were directors of Second Wave Petroleum Inc. (" SWP "), a private oil and gas exploration and production company. On June 30, 2017, SWP made an assignment into bankruptcy pursuant to the Bankruptcy and Insolvency Act (Canada) (" BIA "). On September 7, 2017, SWP made a proposal under the BIA and on October 5, 2017 the proposal was approved by the Court of Queen's Bench of Alberta and the bankruptcy was annulled.

On June 30, 2005 the United States Securities and Exchange Commission (" SEC ") issued a settlement order relating to certain administrative proceedings involving a number of parties including KPMG LLP and Mr. Bentham, a former partner of KPMG LLP. The SEC alleged that during the years 1999 to 2002, Mr. Bentham, while a partner at KPMG LLP, oversaw the provision of certain accounting services by KPMG LLP to an SEC registrant while KPMG LLP were also serving as auditors to the same registrant. Under the terms of the settlement with the SEC, Mr. Bentham agreed not to appear or practice as an accountant before the SEC, for a period of two years, after which time, he was able to apply for reinstatement.

STATEMENT OF EXECUTIVE COMPENSATION

The following sections discusses the remuneration of the Named Executive Officers (the " Named Executive Officers "), Duncan T. Au, President and Chief Executive Officer, Stuart King, Chief Financial Officer, Paul Donohue, Vice President, Operations (Drilling), Robert Apps, Vice President, Sales & Marketing (Drilling), Darwin McIntyre, Vice President, Operations (Well Services), and Michael DuBois, Vice President, Sales & Marketing (Well Services).

Compensation Discussion and Analysis

In assessing the compensation of its executive officers, the Corporation does not have in place any formal objectives, criteria or analysis; instead, it relies mainly on discussions between the Compensation and Corporate Governance Committee and the Board. The Compensation and Corporate Governance

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Committee (the " Compensation Committee ") is currently comprised of Wade McGowan, Chairman, Gary L. Bentham and Dean Schultz. Wade McGowan and Gary L. Bentham are independent directors. Mr. Schultz may not be considered to be independent for purposes of National Instrument 52-110 (Audit Committees) for purposes of serving on the Audit Committee as he is an officer of an affiliate of Brookfield, which is a principal shareholder of the Corporation holding approximately 80.6% of the outstanding Common Shares and, accordingly, he may be considered to be an "affiliated entity" of the Corporation. However, the Board does not consider such relationship to be a material relationship which could reasonably be expected to interfere with the exercise of his independent judgment, for purposes of National Instrument 58-101 (Disclosure of Corporate Governance Practices) and accordingly considers him to be independent for other purposes. If conflicts of interest arise as a result of Brookfield's ownership position, these would be dealt with on an ad hoc basis.

The Compensation Committee reviews all proposed agreements between executives and the Corporation and provides recommendations to the Board. All of the members of the Compensation Committee with the exception of Mr. Schultz are eligible to receive stock options and Restricted Awards and all currently hold stock options under the Corporation's Option Plan and Restricted Awards under the Restricted Award Plan (as such terms are defined herein). The Board determines the total compensation of the President and Chief Executive Officer, and the other executive officers of the Corporation.

Meetings of the Compensation Committee are held periodically to review compensation policies and to consider the overall compensation to be paid by the Corporation to its employees, executive officers and directors. Following review of data and discussion by members of the Compensation Committee, recommendations are made to the Board. In all cases, the directors have acted upon Committee recommendations without modification in any material way.

Duncan T. Au, as the President and Chief Executive Officer of the Corporation, provides the Compensation Committee with compensation analysis of comparable public oilfield service companies and makes compensation recommendations for each of the executives, other than himself, on an annual basis. In making compensation recommendations, Mr. Au considers each executive's performance and other relevant factors, including the scope of each executive's position and responsibilities, the achievement of corporate goals, the current business environment and anticipated changes and executive retention and recruitment considerations. Mr. Au regularly attends meetings of the Compensation Committee, but is not a member of the Compensation Committee and does not vote on Compensation Committee matters. Mr. Au is not present for certain portions of the Compensation Committee meetings, such as when the Compensation Committee holds executive sessions or discusses the performance or individual compensation of Mr. Au.

The Corporation's executive compensation program has four principal components: base salary, incentive bonuses, stock options and restricted awards.

Base Salary

The base salary element is designed to establish a target compensation level of fixed income based on the market value of each position. Additionally, the base salary is the metric upon which bonus and severance compensation is based. In establishing base salaries, the Compensation Committee reviews general market salary levels for individuals in positions with similar responsibilities and experience. Generally, the Compensation Committee targets base salaries at levels approximating those of individuals holding similar positions in comparably sized companies in the industry and seek to achieve targeted total compensation levels through the fixed and variable components. The Compensation Committee reviews base salaries annually and makes adjustments as reasonably necessary to allow base salary to continue to serve its purposes as a retention device and as the building block for other cash compensation.

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Bonus

Incentive bonuses, in the form of cash payments, are designed to add a variable component of compensation based on corporate and individual performance for executive officers. The bonuses paid, which are at the discretion of the Board of Directors, are designed to provide an incentive to the Named Executive Officers to achieve and exceed goals relating to overall corporate and individual performance. The Board of Directors approves bonuses based on a review and a recommendation by the Compensation Committee.

Option-Based Awards

Stock options are granted to provide an incentive to the directors, officers, employees and consultants of the Corporation to achieve the longer-term objectives of the Corporation. The purpose of the Plan is to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Corporation and to attract and retain persons of experience and ability by providing them with the opportunity to acquire an increased proprietary interest in the Corporation. Stock options are also used as a means to promote the long-term retention of individuals. The Corporation awards stock options to its executive officers based upon the recommendation of the Compensation Committee, which recommendation is based upon the Compensation Committee's review of a proposal from the Chief Executive Officer. Previous grants of incentive stock options are taken into account when considering new grants. Implementation of a new incentive option plan and amendments to the existing option plan are the responsibility of the Corporation's Compensation Committee.

Share-Based Awards

On December 18, 2012, the Board and a majority of the Corporation's shareholders on a "disinterested shareholder approval" basis approved a Restricted Award Incentive Plan (the " Restricted Award Plan ").

The principal purposes of the Restricted Award Plan are as follows:

• (a) to retain and attract qualified service providers that the Corporation requires;

• (b) to promote a proprietary interest in the Corporation by such service providers and to encourage such persons to remain in the employ or service of the Corporation and put forth maximum efforts for the success of the affairs of the Corporation; and

• (c) to focus management of the Corporation on operating and financial performance and long-term Total Shareholder Return (as such term is defined in the Restricted Award Plan).

Under the Restricted Award Plan, the Board (or a committee thereof) may grant restricted awards (" Restricted Awards ") to a grantee (the " Grantee "). The Board shall also determine the number of Restricted Awards subject to each grant, the expiration date of each Restricted Award, the vesting terms and any other terms and conditions relating to the restricted awards.

Each Restricted Award will entitle a Grantee to receive, with respect to such portion of the Restricted Award which has vested, an amount equal to the fair market value of the Restricted Award (the " Award Value ") plus an amount, if any, accrued from the date of grant of the Restricted Award, equal to the aggregate amount paid by the Corporation in dividends on the Common Shares, if any. The Award Value may be satisfied by (i) the issuance from treasury of a number of Common Shares which have a fair market value equal to the Award Value, (ii) open market purchases on the Exchange (as such term is defined in the Restricted Award Plan), on behalf of the Grantee, of such number of Common Shares which have a fair

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market value equal to the Award Value, or (iii) the payment to the Grantee of an amount in cash equal to the Award Value.

Unless determined otherwise by the Board of the Corporation, each Restricted Award will vest and become available for redemption as to 33[1/3] % on each of the first, second and third anniversaries of the date of grant of the Restricted Award. Restricted Awards will terminate and cease to be redeemable on December 15th of the third year following the year in which the grant of the Restricted Award was made.

If a Grantee ceases to be a service provider as a result of the Grantee's death, the Payment Date for all Restricted Awards awarded to such Grantee under any outstanding Restricted Award Agreements shall be accelerated to the Cessation Date.

If a Grantee ceases to be a service provider as a result of termination for cause, effective as of the Cessation Date all outstanding Restricted Award Agreements under which Restricted Awards have been made to such Grantee shall be immediately terminated and all rights to receive payments thereunder shall be forfeited by the Grantee.

If a Grantee ceases to be a service provider as a result of a voluntary resignation, effective as of the day that is thirty (30) days after the Cessation Date, all outstanding Restricted Award Agreements under which Restricted Awards have been made to such Grantee shall be terminated and all rights to receive payments thereunder shall be forfeited by the Grantee.

Subject to the terms of the Restricted Award Plan, the right to receive payment pursuant to a Restricted Award granted to a service provider is held only by such service provider personally. Except as otherwise provided in the Restricted Award Plan, no assignment, sale, transfer, pledge or charge of an Restricted Award, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Restricted Award whatsoever in any assignee or transferee and, immediately upon any assignment, sale, transfer, pledge or charge or attempt to assign, sell, transfer, pledge or charge, such Restricted Award shall terminate and be of no further force or effect.

The Board may not, without the approval of the Shareholders, make any amendments to:

• (a) increase the percentage of Common Shares reserved for issuance pursuant to Restricted Awards in excess of the limit prescribed in Section 5 of the Restricted Award Plan;

• (b) eligible participants under the Restricted Award Plan that may permit the introduction or re-introduction of non-employee directors on a discretionary basis;

• (c) change any of the limitations on Restricted Awards contained in Section 6(b) of the Restricted Award Plan;

• (d) extend the Payment Date of any Restricted Awards issued under the Restricted Award Plan beyond the latest Payment Date specified in the Restricted Award Agreement (other than as permitted by the terms and conditions of the Restricted Award Plan) or extend the term beyond the original Expiry Date;

• (e) permit a Grantee to transfer or assign Restricted Awards to a new beneficial holder other than for estate settlement purposes; and

• (f) change the amendment provisions of the Restricted Award Plan.

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Except as restricted by the foregoing, the Board may amend or discontinue the Restricted Award Plan or Restricted Awards granted thereunder at any time without Shareholder approval provided that any amendment to the Restricted Award Plan that requires approval of any stock exchange on which the Common Shares are listed for trading may not be made without approval of such stock exchange. In addition, no amendment to the Restricted Award Plan or Restricted Awards granted pursuant to the Restricted Award Plan may be made without the consent of the Grantee, if it adversely alters or impairs any Restricted Awards previously granted to such Grantee under the Restricted Award Plan.

No one service provider may be granted any Restricted Award which, together with all Restricted Awards then held by such Grantee, would enable such Grantee, if all such Restricted Awards were settled by the issuance of Common Shares from treasury, to receive a number of Common Shares which is greater than 5% of the outstanding Common Shares, calculated on an undiluted basis. In addition: (i) the number of Common Shares issuable to Insiders at any time, under all Security Based Compensation Arrangements of the Corporation, including the Restricted Award Plan, shall not exceed 10% of the issued and outstanding Common Shares; (ii) the number of Common Shares issued to Insiders, within any one year period, under all Security Based Compensation Arrangements, including the Restricted Award Plan, shall not exceed 5% of the issued and outstanding Common Shares; and (iii) the number of Common Shares issuable pursuant to the Restricted Award Plan to Non-Management Directors, in aggregate, will be limited to a maximum of 0.25% of the issued and outstanding Common Shares and the value of all Restricted Awards granted to any Non-Management Director during a calendar year, as calculated on the date of grant, cannot exceed $100,000.

As at May 12, 2021, 13,741,181 Restricted Awards were outstanding.

SUMMARY COMPENSATION TABLE

The following table sets forth the total compensation paid to or earned by the Named Executed Officers for the Corporation's fiscal years ended December 31, 2020, 2019 and 2018.

					Non-Equity Incentive Plan Compensation($) Annual Incentive Plans Long- Term Incentive Plans Nil 100,000 150,000 Nil Nil Nil Nil 49,500 70,000 Nil Nil Nil Nil 49,500 70,000 Nil Nil Nil Nil 49,500 70,000 Nil Nil Nil	Pension Value ($) Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil	All Other Compen- sation ($)(2) 24,300 3,700 3,600 24,369 3,700 3,600 22,857 22,857 22,857 23,828 3,700 3,600
	Year		Share-	Option-				Total
	Ended		Based	Based	Annual			Compen-
Name and Principal	Dec.	Salary	Awards	Awards	Incentive			sation
Position	31	($)	($)(1)	($)	Plans			($)
Duncan T. Au Director, President and Chief Executive Officer Stuart King Chief Financial Officer Darwin McIntyre Vice President, Operations (Well Services) Michael DuBois Vice President, Sales & Marketing (Well Services)	2020 2019 2018 2020 2019 2018 2020 2019 2018 2020 2019 2018	318,769 360,000 350,000 180,923 205,000 200,000 198,154 225,000 220,000 180,923 205,000 200,000	267,238 78,570 57,720 86,109 19,980 28,860 156,236 21,465 28,860 142,404 49,680 28,860	Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil	Nil 100,000 150,000 Nil 49,500 70,000 Nil 49,500 70,000 Nil 49,500 70,000
								610,307
								542,270
								561,320
								291,401
								278,180
								302,460
								377,247
								318,822
								341,717
								347,155
								307,880
								302,460

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					Non-Equity Incentive Plan Compensation($) Annual Incentive Plans Long- Term Incentive Plans Nil 49,500 70,000 Nil Nil Nil Nil 49,500 70,000 Nil Nil Nil	Pension Value ($) Nil Nil Nil Nil Nil Nil	All Other Compen- sation ($)(2) 1,802 3,700 3,600 24,166 3,700 3,600
	Year		Share-	Option-				Total
	Ended		Based	Based	Annual			Compen-
Name and Principal	Dec.	Salary	Awards	Awards	Incentive			sation
Position	31	($)	($)(1)	($)	Plans			($)
Paul Donohue Vice President, Operations (Drilling) Robert Apps Vice President, Sales & Marketing (Drilling)	2020 2019 2018 2020 2019 2018	180,923 205,000 200,000 180,923 205,000 200,000	131,064 19,980 28,860 131,064 19,980 28,860	Nil Nil Nil Nil Nil Nil	Nil 49,500 70,000 Nil 49,500 70,000
								313,789
								278,180
								302,460
								336,153
								278,180
								302,460

Note:

(1) Based on the grant date fair value of the applicable awards. The share-based awards consisted of Restricted Awards. The fair value of Restricted Awards is calculated using the market price on the grant date. Restricted Awards were granted on December 3, 2020 and valued at $0.135 per Restricted Award based on the closing price at or above the Corporation's Common shares on the TSX Venture Exchange on that date.

• (2) All Other Compensation includes vehicle allowance and parking.

Incentive Plan Awards

Outstanding Share-based Awards and Option-Based Awards

The following table sets forth the share-based and option-based awards outstanding to the Named Executive Officers to purchase or acquire securities of the Corporation for the fiscal year ended December 31, 2020.

Name Duncan T. Au Stuart King Darwin McIntyre Michael DuBois Paul Donohue Robert Apps		Option-based Awards	Option-based Awards	Value of unexercised in-the-money options(1) ($) Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil	Share-based Awards	Share-based Awards	Share-based Awards
	Number of securities underlying unexercised options (#) 1,134,000 850,000 1,770,000 666,000 500,000 888,888 666,000 444,000 333,000 444,000 333,000	Option exercise price ($) 0.200 0.190 0.200 0.200 0.190 0.200 0.190 0.200 0.190 0.200 0.190	Option expiration date December 14, 2022 December 7, 2021 December 14, 2022 December 14, 2022 December 7, 2021 December 14, 2022 December 7, 2021 December 14, 2022 December 7, 2021 December 14, 2022 December 7, 2021		Number of shares or units of shares that have not vested (#) 2,368,000 666,000 1,178,000 1,303,000 999,000 999,000	Market or payout value of share-based awards that have not yet vested ($)(2) 284,160 79,920 141,360 156,360 119,880 119,880
							Market or
							payout value
							of vested
							share-based
							awards not
							paid out or
							distributed
							($)
							Nil
							Nil
							55,817
							Nil
							23,262
							Nil

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Notes:

• (1) Calculated based on the difference between the closing price of the Common Shares on December 31, 2020 of $0.12 and the exercise price of the options.

• (2) Consists of Restricted Awards. The value of the Restricted Awards has been determined by multiplying the number of Restricted Awards by $0.12, which was the closing price of the Common Shares on December 31, 2020.

Value Vested or Earned during the Year

The following table sets forth the value vested or earned during the year of option-based awards, sharebased awards and non-equity incentive plan compensation paid to the Named Executive Officers during the most recently completed financial year.

	Option-based awards - Value vested during the year(1)	Share-based awards – Value vested during the year(1)	Non-equity incentive plan
			compensation - Value earned
			during the year
Name	($)	($)	($) Nil Nil Nil Nil Nil Nil
Duncan T. Au Stuart King Darwin McIntyre Michael DuBois Paul Donohue Robert Apps	58,590 91,450 34,410 45,880 22,940 22,940	154,787 61,496 65,101 76,346 61,496 61,496

Note:

(1) Calculated by multiplying the number of Common Shares in respect of which vesting occurred in the year ended December 31, 2020 by the closing price on the trading day immediately preceding the vesting date.

Pension Plan Benefits

The Corporation does not have a pension plan that provides for payments or benefits at, following, or in connection with retirement.

Termination and Change of Control Benefits

The Corporation has entered into executive employment agreements with each of Messrs. Au, King, McIntyre, DuBois, Donohue, and Apps. The executive employment agreements have an indefinite term and provide for the salary and benefits to be paid to the Named Executive Officers.

The executive employment agreements provide for the payment of severance amounts to the Named Executive Officers in the event that the officer is terminated without just cause or a change in control of the Corporation occurs.

In the case of Mr. Au, if terminated without cause as defined in the executive employment agreement, the Named Executive Officer is entitled to receive a lump sum severance payment equivalent to two (2) times the greater of the annual base salary as at March 31, 2020 or the date of termination, plus two (2) times 10% of salary for loss of benefits, plus two (2) times the greater of the cash bonuses paid in respect of the last two calendar years, plus any accrued but unpaid vacation entitlement earned up to the date of termination, and subject to all statutory deductions.

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In the case of Messrs. King, McIntyre, DuBois, Donohue, and Apps, if terminated without cause as defined in the executive employment agreements, the Named Executive Officers are entitled to receive a lump sum severance payment equivalent to one and a half (1.5) times the greater of the annual base salary as at March 31, 2020 or the date of termination, plus one and a half (1.5) times 10% of salary for loss of benefits, plus one and a half (1.5) times the greater of the cash bonuses paid in respect of the last two calendar years, plus any accrued but unpaid vacation entitlement earned up to the date of termination, and subject to all statutory deductions.

For the purposes of the executive employment agreements a change of control of the Corporation is defined as any transaction:

• (a) which results in a change of control of greater than 50% and which is made in respect of the common shares of the Corporation or any class of securities convertible into common shares of the Corporation; or

• (b) pursuant to which the Corporation sells all or substantially all of its assets (other than to a whollyowned subsidiary of the Corporation or to a partnership to which the Corporation is a partner),

• (c) and, in either case, the directors who were members of the Board prior to the occurrence of the transaction cease to constitute a majority of the Board.

In the case of Mr. Au, upon the occurrence of a change of control and subsequent termination without cause, the Named Executive Officer, is entitled to receive a lump sum severance payment equivalent to two (2) the greater of the annual base salary as at March 31, 2020 or the date of termination, plus two (2) times 10% of salary for loss of benefits, plus two (2) times the greater of the cash bonuses paid in respect of the last two calendar years, plus any accrued but unpaid vacation entitlement earned up to the date of termination, and subject to all statutory deductions.

In the case of Messrs. King, McIntyre, DuBois, Donohue, and Apps, upon the occurrence of a change of control and subsequent termination without cause, the Named Executive Officers, are entitled to receive a lump sum severance payment equivalent to one and a half (1.5) times the greater of the annual base salary as at March 31, 2020 or the date of termination, plus one and a half (1.5) times 10% of salary for loss of benefits, plus one and a half (1.5) times the greater of the cash bonuses paid in respect of the last two calendar years, plus any accrued but unpaid vacation entitlement earned up to the date of termination, and subject to all statutory deductions.

Pursuant to the executive employment agreements, each of the Named Executive Officers are subject to covenants not to compete and not to solicit customers or employees of the Corporation for a period ending twelve (12) months after the executive's employment is terminated for any reason under the termination without cause and change of control provisions.

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Assuming the occurrence of an event of termination without cause or a change of control had occurred on December 31, 2020, the estimated incremental amounts payable to each Named Executive Officer under each scenario would have been as follows:

Name and Title Duncan T. Au President and Chief Executive Officer Stuart King Chief Financial Officer Darwin McIntyre Vice President, Operations (Well Services) Michael DuBois Vice President, Sales & Marketing (Well Services) Paul Donohue Vice President, Operations (Drilling) Robert Apps Vice President, Sales & Marketing (Drilling)	Termination without Cause $1,014,000 $420,750 $453,750 $420,750 $420,750 $420,750	Change of Control $1,014,000 $420,750 $453,750 $420,750 $420,750 $420,750

Director Compensation

Director Compensation Table

The following table sets forth the value of all compensation provided to directors, for the Corporation's most recently completed financial year.

Name Duncan T. Au(3) Daryl Austin Gary L. Bentham Wade McGowan Jim Reid(2) Dean Schultz(2)	Fees earned ($) Nil 13,875 20,250 19,875 Nil Nil	Share- based awards ($)(1) Nil 22,387 24,300 24,188 Nil Nil	Option- based awards ($) Nil Nil Nil Nil Nil Nil
				Total
				($)
				Nil 36,262 44,550 44,063 Nil Nil

Notes:

(1) Consists of Restricted Awards. The value of the Restricted Awards has been determined by multiplying the number of Restricted Awards by $0.135 which was the closing price of the Common Shares on the grant date of December 3, 2020.

(2) Messrs. Au, Reid and Schultz do not receive any director fees or awards.

Indebtedness of Directors and Officers

As at the date hereof, there are no amounts outstanding from loans made to directors or officers of the Company. No guarantee, support agreement, letter of credit or other similar arrangement or understanding

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has been provided by the Corporation at any time since the beginning of the most recently completed financial year with respect to any indebtedness of any such person.

Director Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth the options granted to the directors of the Corporation, not including the director who is also a Named Executive Officer, to purchase or acquire securities of the Corporation outstanding at the end of the financial year ended December 31, 2020.

Name Daryl Austin Gary L. Bentham Wade McGowan Jim Reid Dean Schultz		Option-based Awards	Option-based Awards	Value of unexercised in-the- money options(1) ($) Nil Nil Nil Nil Nil Nil Nil Nil	Share-based	Awards
	Number of securities underlying unexercised options (#) 267,000 200,000 267,000 200,000 267,000 200,000 Nil Nil	Option exercise price ($) 0.20 0.19 0.20 0.19 0.20 0.19 Nil Nil	Option expiration date December 14, 2022 December 7, 2021 December 14, 2022 December 7, 2021 December 14, 2022 December 7, 2021 Nil Nil		Number of shares or units of shares that have not vested (#) 605,000 605,000 605,000 Nil Nil
						Market or
						payout value
						of share-
						based awards
						that have not
						yet vested
						($)(2)
						72,600
						72,600
						72,600
						Nil
						Nil

Notes:

(1) Calculated based on the difference between the closing price of the Common Shares on December 31, 2020 of $0.12 and the exercise price of the Options.

(2) Consists of Restricted Awards. The value of the Restricted Awards has been determined by multiplying the number of Restricted Units by $0.12 which was the closing price of the Common Shares on December 31, 2020.

Value Vested or Earned during the Year

The following table sets forth the value vested or earned during the year of option-based awards, sharebased awards and non-equity incentive plan compensation paid to directors, not including the director who is also a Named Executive Officer, during the most recently completed financial year.

Name Daryl Austin Gary L. Bentham Wade McGowan	Option-based awards – Value vested during the year ($)(1) 13,795 13,795 13,795	Share-based awards – Value vested during the year ($)(1) 23,904 26,100 25,971
			Non-equity incentive plan
			compensation – Value earned
			during the year ($)
			Nil
			Nil
			Nil

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Name Jim Reid Dean Schultz	Option-based awards – Value vested during the year ($)(1) Nil Nil	Share-based awards – Value vested during the year ($)(1) Nil Nil
			Non-equity incentive plan
			compensation – Value earned
			during the year ($)
			Nil
			Nil

Note:

(1) Calculated by multiplying the number of Common Shares in respect of which vesting occurred in the year ended December 31, 2020 by the closing price on the trading day immediately preceding the vesting date.

EQUITY COMPENSATION PLAN INFORMATION

The Corporation has an Option Plan and a Restricted Award Plan. The following table sets forth certain information pertaining to the equity compensation plans as at December 31, 2020.

			Number of Securities
			Remaining Available for
			Future Issuance Under
	Number of Securities to be	Weighted-Average	Equity Compensation Plans
	Issued Upon Exercise of	Exercise Price of	(Excluding Securities
	Outstanding Options and	Outstanding	Reflected
	Restricted Awards	Options	in Column (a))
Plan Category	(a)(1)	(b)(2)	(c)
Equity compensation plans	25,373,181	0.20	25,069,098
approved by securityholders
Equity compensation plans not	Nil	Nil	Nil
approved by securityholders
Total	25,373,181	0.20	25,069,098

Notes:

(1) The aggregate number of Options issued pursuant to the Corporation's Option Plan and Restricted Awards issued pursuant to the Corporation's Restricted Award Plan representing 5% of the issued Common Shares.

(2) Calculated based on 11,632,000 options outstanding and not including 13,741,181 Restricted Awards which have no exercise price.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as disclosed herein, to the best of the Corporation's knowledge, having made reasonable inquiry, the directors and senior officers of the Corporation and other insiders of the Corporation and associates and affiliates thereof (as defined in the Securities Act (Alberta)), have no direct or indirect material interest in any transaction since the commencement of the Corporation's most recently completed financial year or proposed transaction that has materially affected or will materially affect the Corporation.

CORPORATE GOVERNANCE

Board of Directors

The Board is currently comprised of six directors, Duncan T. Au, Jim Reid, Gary L. Bentham, Wade McGowan, Daryl Austin and Dean Schultz of which three members, Messrs. Bentham, McGowan and Austin are independent as defined pursuant to National Instruments 58-101: Disclosure of Corporate Governance Practices and 52-110: Audit Committees. Mr. Au is not considered to be independent by virtue

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of being an officer or employee of the Corporation as defined in National Instrument 52-110. Mr. Reid and Mr. Schultz may not be considered to be independent for purposes of National Instrument 52-110 (Audit Committees) for purposes of serving on the Audit Committee as they are officers of an affiliate of Brookfield, which is a principal shareholder of the Corporation holding approximately 80.6% of the outstanding Common Shares and, accordingly, they may be considered to be an "affiliated entity" of the Corporation. However, the Board does not consider such relationship to be a material relationship which could reasonably be expected to interfere with the exercise of their independent judgment, for purposes of National Instrument 58-101 (Disclosure of Corporate Governance Practices) and accordingly considers each of them to be independent for other purposes. If conflicts of interest arise as a result of Brookfield's ownership position, these would be dealt with on an ad hoc basis.

Directorships

The following directors of the Corporation are presently directors of other issuers that are reporting issuers (or the equivalent) in any jurisdiction including foreign jurisdictions:

Director Gary Bentham Jim Reid	Other Reporting Issuers Mosaic Capital Corporation Teekay Offshore Partners L.P. TransAlta Corporation	Position Director Director Director	From April 2013 September 2017 May 2021	To
				Present
				Present
				Present

Orientation and Continuing Education

The Corporation does not have formal orientation or continuing education programs. However, the Corporation ensures that new board members are properly oriented, as part of the Board's overall stewardship responsibility. The role of the directors is to oversee the conduct of the Corporation's business and to direct and supervise management in the day-to-day conduct of the business. The directors discharge the following responsibilities as part of their overall stewardship responsibility:

• (a) Adoption of a strategic planning process;

• (b) The identification of the principal risks of the Corporation's business and the deployment of appropriate policies and procedures to manage the risks;

• (c) Succession planning, including appointing, training and mentoring senior management;

• (d) Oversee the Corporation's public communications policies and their implementation, including disclosure of material information, investor relations and shareholder communications; and

• (e) Monitor and assess the scope, implementation and integrity of the Corporation's internal information, audit and control systems.

Ethical Business Conduct

The directors encourage and promote a culture of ethical business conduct through communication and supervision as part of their overall stewardship responsibility. The Corporation has a written Code of Business Conduct and Ethics. In addition, the Corporation has a Whistleblower Policy which addresses the

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Corporation's continuing commitment to integrity and ethical behaviour. The Whistleblower Policy establishes procedures that allow employees of the Corporation to confidentially and anonymously submit their concerns through a third party hotline service to the Chair of the Audit Committee and the Chair of the Compensation and Corporate Governance Committee of the Board regarding questionable ethical, moral, accounting, internal accounting controls, or auditing matters, without fear of retaliation. A copy of the Whistleblower Policy is available to review at the head office of the Corporation during business hours and on the CWC website.

Nomination of Directors

The Board considers the experience and qualifications of potential nominee directors.

Board Committees

The Board has formally appointed three committees of the Board: the Audit Committee, the Quality, Health, Safety and Environment Committee and the Compensation and Corporate Governance Committee. The Board does not have any other committees in place at this time. The Board developed the mandate of each committee and reviews such mandates annually, The Board reviews the recommendations of all its committees, and decides on whether and how to implement such recommendations. Following the Annual Meeting it is the intention of the Corporation to reconstitute the Board committees.

Full details of the Corporation’s Board mandate can be found on the Corporation’s website at www.cwcenergyservices.com

Audit Committee

The Board has constituted an Audit Committee, as required pursuant to applicable corporate and securities laws. The Audit Committee is a committee of the Board of Directors of CWC Energy Services Corp. to which the Board has delegated its responsibility for the oversight of the nature and scope of the annual audit, the oversight of management's reporting on internal accounting standards and practices, the review of financial information, accounting systems and procedures, financial reporting and financial statements and has charged the Committee with the responsibility of recommending, for approval of the Board, the audited consolidated financial statements, interim condensed consolidated financial statements and other mandatory disclosure releases containing financial information. The current committee members are Gary Bentham (Chairman), Duncan Au and Wade McGowan.

Full details of the Audit Committee’s mandate can be found on the Corporation’s website at www.cwcenergyservices.com.

Quality, Health, Safety and Environment Committee

The Board has constituted a Quality, Health, Safety and Environment Committee (" QHSE Committee "). The QHSE Committee is composed of at least two (2) directors of CWC and one (1) Brookfield representative or such greater number as the Board may determine from time to time. The current committee members are Dean Schultz (Chairman), Wade McGowan and Deborah Close. Among other things the Quality, Health, Safety and Environment Committee is responsible for reviewing procedures relating to quality, health, safety and environmental matters with respect to its business activities including reviewing its procedures for complying with applicable laws and regulations.

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Full details of the Quality, Health, Safety and Environment Committee’s mandate can be found on the Corporation’s website at www.cwcenergyservices.com.

Compensation and Corporate Governance Committee

The Corporation currently has a Compensation and Corporate Governance Committee which is responsible for setting compensation paid to directors and executive officers, establishing and reviewing incentive plans for directors, officers and employees and providing guidance to the Corporation on corporate governance matters. The Compensation and Corporate Governance Committee is composed of three directors, two of which are independent directors. The current members are Wade McGowan (Chairman), Gary L. Bentham and Dean Schultz. Mr. Schultz may not be considered to be independent for purposes of National Instrument 52-110 (Audit Committees) for purposes of serving on the Audit Committee as he is an officer of an affiliate of Brookfield, which is a principal shareholder of the Corporation holding approximately 80.6% of the outstanding Common Shares and, accordingly, he may be considered to be an "affiliated entity" of the Corporation. However, the Board does not consider such relationship to be a material relationship which could reasonably be expected to interfere with the exercise of his independent judgment, for purposes of National Instrument 58-101 (Disclosure of Corporate Governance Practices) and accordingly considers him to be independent for other purposes. If conflicts of interest arise as a result of Brookfield's ownership position, these would be dealt with on an ad hoc basis.

Full details of the Compensation and Corporate Governance Committee’s mandate can be found on the Corporation’s website at www.cwcenergyservices.com.

Assessment of Directors, the Board and Board Committees

The Directors have no formal procedure for evaluating the performance and effectiveness of each Board member. Bi-annual self-evaluation of the Board and its committees is performed by the Compensation and Corporate Governance Committee based on a questionnaire survey to be completed by the Chairman of the Board and each of its three committees. These evaluations are overseen by the Chairman of the Compensation and Corporate Governance Committee.

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as described in this Information Circular, no director or senior officer of the Corporation or any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting other than the election of directors and the approval of the Corporation's Option Plan (to the extent that they are granted options under the Option Plan).

OTHER BUSINESS

As of the date of this Information Circular, the Board does not know of any other matters to be brought to the Meeting, other than those set forth in the Notice of Annual Meeting. If other matters are properly brought before the Meeting, the persons named in the enclosed proxy will vote the proxy on such matters in accordance with their best judgement.

ADDITIONAL INFORMATION

The Corporation will provide any person or company, upon request to the Chief Financial Officer, with a copy of this Information Circular and the Corporation's financial statements and related management's

21

discussion and analysis. Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Financial information relating to the Corporation is provided in the Financial Statements and related management's discussion and analysis.