CWC Energy Services Corp. — Proxy Solicitation & Information Statement 2023

Apr 21, 2023

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 May 18, 2023 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 April 10, 2023.

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 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, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, before 9:00 a.m. (Calgary time) on Tuesday May 16, 2023 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 Chairperson 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 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.

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 April 10, 2023 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 518,806,894 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.

Principal Shareholders

To the knowledge of the directors and executives officers of the Corporation, as of the date hereof, the only persons 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	Designation of Class	Type of Ownership	Number of Securities Owned	Percentage
BCP II AIV LP	Common Shares	Direct	167,872,893	32.4%
Brookfield Business Partners Canada LP	Common Shares	Direct	121,450,019	23.4%
Canada Pension Plan Investment Board Private Holdings Inc.	Common Shares	Direct	85,504,023	16.5%

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, 2022 (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 March 1, 2023, and were mailed to all shareholders who requested that a copy be mailed to them. 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.

3. Election of Directors

The Board presently consists of seven (7) 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 seven (7) and to elect seven (7) 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 seven (7) and in favour of the election of the seven (7) nominees noted below. In the absence of instructions to the contrary, the enclosed form of 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 provided by the nominees individually.

Name, Province or State and Country of Residence and Position with the Corporation	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 the Corporation since October 2010; President and Chief Executive Officer of JAFETICA Capital Inc. since January 2006.	July 6, 2010	9,475,500
Jim Reid Calgary, Alberta, Canada Chairperson of the Board and Director	Independent businessman since December 2021. Prior thereto, Managing Partner of Brookfield Asset Management Inc., where he led Brookfield's Private Equity Group located in Calgary, Alberta. In that role, he was responsible for originating, evaluating and structuring investments and financings in the energy sector and overseeing operations in Brookfield's private equity energy segment. Prior to moving into the private equity group he was Chief Investment Officer, Energy for Brookfield's Infrastructure Group. He established Brookfield's Calgary office in 2003 after spending several years as a Chief Financial Officer for two oil and gas exploration and production companies in Western Canada.	May 31, 2007	Nil
Gary L. Bentham(1) Calgary, Alberta, Canada Director	President of BTM Corporate Advisory Inc. since 2005. Prior thereto was a partner in KPMG's financial advisory and audit groups from 1984 to 2004.	January 14, 2009	2,536,212
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	3,942,395
Daryl Austin Vegreville, Alberta , Canada Director	Independent businessman operating in the upstream oil and gas industry for over 40 years. His experience includes: President/ Owner of Austin's Transport 1990 Ltd. Rig Moving and Heavy Haul; President/Owner of Vortex Energy Pumping Service from 1997 to 2001; President/Owner of a Oilfield Rental Service Company from 1998 to 2007 and; President/Owner of an Energy Producing Company in the United States from 1984 to 1988.	May 15, 2014	22,371,510
Nancy Foster(2) ,Calgary, Alberta, Canada Director	Independent businesswoman since January 2021; prior thereto, Senior Vice President and Special Advisor to CEO at Husky Energy Inc. since 2019 and Senior Vice President Human and Corporate Resources at Husky Energy Inc. since 2011. From 1999 to 2011 held Senior Leadership roles at Nexen Inc., including SVP, Human Resources and Corporate Services and In-country Manager, Nexen Exploration Norway.	June 28, 2022	40,000
Jason Chehade(2)(3) Calgary, Alberta, Canada Director	Vice President with Brookfield Asset Management Inc. since 2017.	June 28, 2022	Nil(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) Mr. Chehade is an officer of an affiliate of Brookfield Business Partners Canada LP and BCP II AIV LP (together "Brookfield") which are significant shareholders of the Corporation holding approximately 55.8% of the outstanding Common Shares.

4. Re-Approval of Option Plan

At the Meeting, Shareholders will be asked to consider re-approving the Corporation's option plan, as may be amended from time to time (the "Option Plan"). The Option Plan is to be re-approved annually by Shareholders in accordance with Policy 4.4 - Security Based Compensation (the "Exchange Policy") of the TSX Venture Exchange (the "TSXV"). The Option Plan is considered a "rolling up to 10%" Plan as defined in the Exchange Policy. In accordance with Exchange Policy, the Option Plan requires shareholder approval on an annual basis.

The total number of Common Shares that may be issued pursuant to options outstanding at any time under the Option Plan shall not exceed 10% of the aggregate number of issued and outstanding Common Shares.

A summary of the principal terms of the Option Plan, which is qualified in its entirety by reference to the text of the Option Plan is contained under the heading "Statement of Executive Compensation" in this Information Circular. A copy of the Option Plan will be available for inspection at the Meeting and will be sent to any shareholder upon request. As at April 10, 2023, 518,806,894 Common Shares were outstanding and options to purchase an additional 89,000 Common Shares (0.017% 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 Option 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 Option Plan must be approved by the majority of votes cast by those Shareholders entitled to vote 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.

5. Re-Approval of Restricted Award Plan

At the Meeting, Shareholders will be asked to consider re-approving the Corporation's restricted award plan, as may be amended from time to time (the "Restricted Award Plan"). The Restricted Award Plan is to be re-approved annually by Shareholders in accordance with the Exchange Policy. The Restricted Award Plan is considered a "rolling up to 10%" plan as defined in the Exchange Policy. In accordance with Exchange Policy, the Restricted Award Plan requires shareholder approval on an annual basis.

Shareholders will be asked at the Meeting to vote on a resolution to re-approve, for the ensuing year the Corporation's Restricted Award Plan. The total number of Common Shares that may be issued pursuant to restricted awards outstanding at any time under the Restricted Award Plan and pursuant to the Option Plan shall not exceed 10% of the aggregate number of issued and outstanding Common Shares.

A summary of the principal terms of the Restricted Award Plan, which is qualified in its entirety by reference to the text of the Restricted Award Plan is contained under the heading "Statement of Executive Compensation" in this Information Circular.

A copy of the Restricted Award Plan will be available for inspection at the Meeting and will be sent to any shareholder upon request. As at April 10, 2023, 518,806,894 Common Shares were outstanding and restricted awards to purchase an additional 16,320,744 Common Shares (3.1% of the Common Shares outstanding) under the Restricted Award Plan were outstanding.

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

RESOLVED AS AN ORDINARY RESOLUTION THAT:

• (a) The Restricted Award 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 restricted awards outstanding at any time under the Plan and the Corporation's option 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 Restricted Award Plan must be approved by the majority of votes cast by those Shareholders entitled to vote 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 Restricted Award Plan.

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.

Mr. Reid was a director 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 King'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") being 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

The Compensation and Corporate Governance Committee (the "Compensation Committee") of the Board provides oversight of CWC's executive compensation program and assists the Board in fulfilling its obligations relating to human resources, compensation and governance matters by making recommendations to the Board as appropriate. Such matters are set out in the mandate of the Compensation Committee and include the compensation philosophy, compensation for the executive team, bonus and benefit plans and succession planning. The Compensation Committee is composed of three directors. As set out in the mandate of the Compensation Committee, a majority of the members must be independent. The Board appoints the Chair of the Compensation Committee. The Compensation Committee may retain legal, compensation, accounting, financial or other consultants or advisors to advise the Compensation Committee at the Corporation's expense and has the sole authority to retain and terminate any such consultants or advisors and to approve any such consultants or advisors' fees and terms.

The Compensation Committee is currently comprised of a majority of independent directors consisting of Nancy Foster, Chairperson, Wade McGowan and Jason Chehade.

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. Chehade are eligible to receive stock options and Restricted Awards and all, except Jim Reid and Jason Chehade, currently hold 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 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.

Compensation Consultant

In 2022, CWC retained Lane Caputo Compensation Inc. (the "Consultant") to assist the Compensation Committee in reviewing our compensation program for its Named Executive Officers and to highlight any changes required to align compensation elements and/or strategy with current market practice and the Corporation's business strategy. In addition, the Consultant provided a review of incentive compensation design and practices in the market. The Consultant performed its services by selecting and validating an appropriate peer group of Canadian and U.S. public oilfield service companies with the Compensation Committee and benchmarking CWC's compensation for its Named Executive Officers to the comparable peer group. The fees billed by the Consultant for services rendered in 2022 was \$35,000.

Compensation Philosophy, Strategy, Objectives and Components

CWC's Named Executive Officers compensation program is designed to align the interests of Named Executive Officers with the interests of shareholders, link Named Executive Officers compensation to CWC's strategic business objectives and attract and retain high-performing Named Executive Officers. CWC's philosophy is to compensate Named Executive Officers in consideration of the following:

• x Operating and financial performance;
• x Capital expenditure performance;
• x ESG metrics and initiatives, including quality, health, safety, environment, transportation and human resources performance; and
• x Achievement of individual annual qualitative and quantitative goals.

CWC's Named Executive Officers compensation program is generally consistent with employee programs offered to all of its employees relative to their position with the Corporation. Where certain programs, such as certain perquisites, are only provided to Named Executive Officers, they reflect competitive practice and business needs.

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

Compensation Approval Process

The Compensation Committee reviews the various compensation components both individually and in total, to ensure they align with the program objectives. The Compensation Committee then recommends all Named Executive Officers compensation components to the Board for their approval. Typically, this process begins in the fall with annual stock option and restricted award grants occurring in December, salary adjustments in January and annual incentive bonus payments in February, based on performance in the current year.

Peer Group / Benchmark Review

The peer group is considered by the Compensation Committee and Consultant based on the following criteria: enterprise value, market capitalization, revenue, adjusted EBITDA, net income, number of rigs, number of employees and that the peer company is an oilfield services company that is publicly traded. The peer group for the 2022 data analysis (analysis of 2021 compensation data in 2022) included:

Canadian Peers:

• x Akita Drilling Ltd.
• x Black Diamond Group Limited
• x Calfrac Well Services Ltd.
• x Cathedral Energy Services Ltd.

• x Ensign Energy Services Inc.

• x Essential Energy Services Ltd.

• x High Arctic Energy Services Inc.
• x PHX Energy Services Corp.

• x Precision Drilling Corporation

• x Stampede Drilling Inc.

• x STEP Energy Services Ltd.
• x Total Energy Services Inc.
• x Trican Well Service Ltd.

x Western Energy Services Corp.

U.S. Peers:

• x KLX Energy Services Holdings Inc.
• x Nine Energy Services Inc.
• x Ranger Energy Services Inc.
• x ProPetro Holdings Corp.
• x Tetra Technologies Inc.

x NCS Multistage Holdings Inc.

The peer group is typically analyzed for the following compensation elements: salary, bonus and the estimated value of share-based incentives. Typically, it is difficult to obtain positional matches for all of the Corporations Named Executive Officers. Peer group analysis has typically focused on the Chief Executive Officer and Chief Financial Officer roles with internal relativity being applied to determine compensation for the other Named Executive Officer positions.

Risk and Compensation

The Compensation Committee considers the risks associated with CWC's compensation policies and practices and the impact of individual compensation and any potential correlation with the amount of risk that a Named Executive Officer may take. It is believed that through the following policies and practices, the ability for a Named Executive Officer to take excessive risk has been reduced:

• x The Compensation Committee reviews the design parameters of the components of compensation and the potential rewards to be paid out. The Compensation Committee considers not only financial and operational accomplishments of the Corporation but also the process by which those accomplishments were achieved.
• x Total compensation for Named Executive Officers consists of: base salary, incentive bonus, sharebased rewards and benefits. A significant percentage of total compensation is tied to incentive bonuses and share-based awards. Stock options are vested over three years and exercisable up to five years from the date of grant. Restricted awards vest over a three-year period and expire at the end of three years.
• x The performance of the President and Chief Executive Officer is reviewed "in camera" by the Compensation Committee to ensure his actions align with the risk tolerance of the Corporation.

Compensation Components – Details

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 and Consultant 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 necessary.

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 Named Executive Officers. The bonuses paid, which are at the discretion of the Board, 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 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 Option 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 to promote the long-term retention of individuals. The Corporation awards stock options to its Named Executive Officers and Directors 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 stock options are taken into account when considering new grants.

The maximum number of Common Shares that may be reserved for issuance to any one person under the Option 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.

Share-Based Awards

On December 18, 2012, the Board and a majority of the Corporation's shareholders on a "disinterested shareholder approval" basis approved 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 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 331/3% 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.

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 0.5% 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 \$150,000 when combined with all Security Based Compensation Arrangements, of which no more than \$100,000 of value may comprise stock options.

As at April 10, 2023, 16,320,744 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, 2022, 2021 and 2020.

	Non-Equity Incentive Plan Compensation (\$)
Name and Principal Position	Year Ended Dec. 31	Salary (\$)	Share Based Awards (\$)(1)	Option Based Awards (\$)	Annual Incentive Plans	Long Term Incentive Plans	Pension Value (\$)	All Other Compen sation (\$)(2)	Total Compen sation (\$)
Duncan T. Au	2022	419,039	222,000	Nil	467,622	Nil	Nil	30,010	1,138,671
Director, President and Chief	2021	370,142	202,560	Nil	280,650	Nil	Nil	Nil	853,352
Executive Officer	2020	318,769	267,238	Nil	Nil	Nil	Nil	24.300	610,307
Stuart King	2022	234,519	111,000	Nil	202,000	Nil	Nil	31,402	578,921
Chief Financial Officer	2021	210,081	71,040	Nil	128,000	Nil	Nil	25,344	434,465
	2020	180,923	86,109	Nil	Nil	Nil	Nil	24,369	291,401
Darwin McIntyre	2022	254,519	111,000	Nil	202,000	Nil	Nil	25,857	593,376
Vice President, Operations	2021	230,088	106,560	Nil	128,000	Nil	Nil	Nil	464,648
(Well Services)	2020	198,154	156,236	Nil	Nil	Nil	Nil	22,857	377,247
Michael DuBois	2022	234,519	111,000	Nil	202,000	Nil	Nil	29,407	576,926
Vice President, Sales &	2021	210,081	118,400	Nil	128,000	Nil	Nil	24,720	418,201
Marketing (Well Services)	2020	180,923	142,404	Nil	Nil	Nil	Nil	23,828	347,155
Paul Donohue	2022	234,519	111,000	Nil	202,000	Nil	Nil	29,598	577,117
Vice President, Operations	2021	210,081	94,720	Nil	128,000	Nil	Nil	Nil	432,801
(Drilling)	2020	180,923	131,064	Nil	Nil	Nil	Nil	1,802	313,789
Robert Apps	2022	234,519	111,000	Nil	202,000	Nil	Nil	29,468	576,987
Vice President, Sales &	2021	210,081	94,720	Nil	128,000	Nil	Nil	24,435	457,236
Marketing (Drilling)	2020	180,923	131,064	Nil	Nil	Nil	Nil	24,166	336,153

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 5, 2022 and valued at \$0.25 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 for Messrs. Au, King, DuBois, Donohue and Apps includes vehicle allowance, RRSP contribution and parking for 2022. All Other Compensation for Messrs. King, DuBois, and Apps includes vehicle allowance and parking for 2021 and 2020 and for Messrs. Au and Donohue includes vehicle allowance and parking for 2020. All Other Compensation for Mr. McIntyre includes vehicle allowance and RRSP contribution for 2022 and vehicle allowance only for 2020. The total value of all other perquisites did not exceed \$50,000 or 10% of total salary.

Incentive Plan Awards

Outstanding Share-based Awards and Option-Based Awards

The following table sets forth the option-based and share-based awards outstanding to the Named Executive Officers to purchase or acquire securities of the Corporation for the fiscal year ended December 31, 2022.

			Option-based Awards		Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price (\$)	Option expiration date	Value of unexercised in-the-money options(1) (\$)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not yet vested (\$)(2)	Market or payout value of vested share-based awards not paid out or distributed (\$)
Duncan T. Au	Nil	n/a	n/a	Nil	2,278,000	523,940	222,640
Stuart King	Nil	n/a	n/a	Nil	888,000	204,240	Nil
Darwin McIntyre	Nil	n/a	n/a	Nil	1,203,000	276,690	244,791
Michael DuBois	Nil	n/a	n/a	Nil	1,224,333	281,597	Nil
Paul Donohue	Nil	n/a	n/a	Nil	1,097,667	252,463	104,957
Robert Apps	Nil	n/a	n/a	Nil	1,097,667	252,463	104,957

Notes:

(1) Calculated based on the difference between the closing price of the Common Shares on December 31, 2022 of \$0.23 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 \$0.23, which was the closing price of the Common Shares on December 31, 2022.

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.

Name	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 (\$)
Duncan T. Au	Nil	310,530	Nil
Stuart King	Nil	91,020	Nil
Darwin McIntyre	Nil	151,905	Nil
Michael DuBois	Nil	176,950	Nil
Paul Donohue	Nil	130,610	Nil
Robert Apps	Nil	130,610	Nil

Note:

(1) Calculated by multiplying the number of Common Shares in respect of which vesting occurred in the year ended December 31, 2022 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 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.

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) 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.

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.

Assuming the occurrence of an event of termination without cause or a change of control had occurred on December 31, 2022, the estimated incremental amounts payable to each Named Executive Officer under each scenario would have been as follows:

Name and Title	Termination without Cause	Change of Control
Duncan T. Au President and Chief Executive Officer	\$1,859,244	\$1,859,244
Stuart King Chief Financial Officer	\$690,750	\$690,750
Darwin McIntyre Vice President, Operations (Well Services)	\$723,750	\$723,750
Michael DuBois Vice President, Sales & Marketing (Well Services)	\$690,750	\$690,750
Paul Donohue Vice President, Operations (Drilling)	\$690,750	\$690,750
Robert Apps Vice President, Sales & Marketing (Drilling)	\$690,750	\$690,750

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	Fees earned (\$)	Share based awards (\$)(1)	Option based awards (\$)	Total (\$)
Duncan T. Au(2)	Nil	Nil	Nil	Nil
Daryl Austin	20,000	67,500	Nil	87,500
Gary L. Bentham	28,500	67,500	Nil	96,000
Wade McGowan	29,500	67,500	Nil	97,000
Nancy Foster	11,750	67,500	Nil	79,250
Jim Reid(2)	Nil	Nil	Nil	Nil
Jason Chehade(2)	Nil	Nil	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 \$0.25 which was the closing price of the Common Shares on the grant date of December 5, 2022.

(2) Messrs. Au, Reid and Chehade 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 Corporation. No guarantee, support agreement, letter of credit or other similar arrangement or understanding 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 Option-Based Awards and Share-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, 2022.

		Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price (\$)	Option expiration date	Value of unexercised in-the money options(1) (\$)	Number of shares or units of shares that have not vested (#)	Market or payout value of share based awards that have not yet vested (\$)(2)
Daryl Austin	Nil	Nil	N/A	Nil	666,666	153,333
Gary L. Bentham	Nil	Nil	N/A	Nil	666,666	153,333
Wade McGowan	Nil	Nil	N/A	Nil	666,666	153,333
Nancy Foster	Nil	Nil	N/A	Nil	270,000	62,100
Jim Reid	Nil	Nil	N/A	Nil	Nil	Nil
Jason Chehade	Nil	Nil	N/A	Nil	Nil	Nil

Notes:

(1) Calculated based on the difference between the closing price of the Common Shares on December 31, 2022 of \$0.23 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 \$0.23 which was the closing price of the Common Shares on December 31, 2022.

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	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 (\$)
Daryl Austin	Nil	79,217	Nil
Gary L. Bentham	Nil	79,217	Nil
Wade McGowan	Nil	79,217	Nil
Nancy Foster	Nil	Nil	Nil
Jim Reid	Nil	Nil	Nil
Jason Chehade	Nil	Nil	Nil

Note:

(1) Calculated by multiplying the number of Common Shares in respect of which vesting occurred in the year ended December 31, 2022 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, 2022.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options and Restricted Awards (a) (1)	Weighted-Average Exercise Price of Outstanding Options (b) (2)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by securityholders	17,537,911	0.10	34,270,561
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	17,537,911	0.10	34,270,561

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 3.4% of the issued Common Shares.

(2) Calculated based on 89,000 options outstanding and not including 17,448,911 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 seven directors, Duncan T. Au, Jim Reid, Gary L. Bentham, Wade McGowan, Daryl Austin, Nancy Foster and Jason Chehade of which four members, Messrs. Bentham, McGowan, Austin and Ms. Foster are independent pursuant to National Instruments 58-101: Disclosure of Corporate Governance Practices and 52-110: Audit Committees. Mr. Au is not considered to be independent as he is the President and Chief Executive Officer of the Corporation. Mr. Reid may not be considered to independent as he was an employee of an affiliate of Brookfield within the last three years. Mr. Chehade may not be considered to be independent as he is an employee of an affiliate of Brookfield. Brookfield is a principal shareholder of the Corporation holding approximately 55.8% of the outstanding Common Shares and, accordingly, Brookfield may be considered to be a parent of the Corporation. However, the Board does not consider Messrs. Reid and Chehade's relationship with Brookfield to be a material relationship which could reasonably be expected to interfere with the exercise of their independent judgment 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	Other Reporting Issuers	Position	From	To
Jim Reid	Inter Pipeline Ltd.	Director	August 2021	Present
	TransAlta Corporation	Director	May 2021	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 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 bi-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 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 (Chairperson), 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) consultant or such greater number as the Board may determine from time to time. The current committee members are Wade McGowan (Chairperson), Jason Chehade 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.

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 Nancy Foster (Chairperson), Wade McGowan and Jason Chehade. Mr. Chehade 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 55.8% 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 Chairperson of the Board and each of its three committees. These evaluations are overseen by the Chairperson 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 Option Plan and Restricted Award Plan (to the extent that they are granted options under the Option Plan or restricted awards under the Restricted Award 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 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.

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