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NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON THURSDAY, MAY 13, 2021

and

MANAGEMENT PROXY AND INFORMATION CIRCULAR

THIS NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF HIGH ARCTIC ENERGY SERVICES INC. OF PROXIES TO BE VOTED AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF HIGH ARCTIC ENERGY SERVICES INC.

TO BE HELD AT:

Suite 500, 700 2[nd] Street SW Calgary, Alberta Thursday, May 13, 2021 At 3:00 p.m.

DATED APRIL 8, 2021

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HIGH ARCTIC ENERGY SERVICES INC.

NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT AN ANNUAL GENERAL MEETING (the “ Meeting ”) of holders (“ Shareholders ”) of common shares (“ Common Shares ”) of High Arctic Energy Services Inc. (the “ Corporation ”) will be held at the office of the Corporation, Suite 500, 700 2[nd] Street SW, Calgary, AB, T2P 2W1 on Thursday, May 13, 2021 at 3:00 p.m. for the following purposes:

to receive and consider the audited financial statements of the Corporation for the financial year ended December 31, 2020 and the report of the auditors thereon;
to fix the number of directors of the Corporation to be elected at the Meeting at six (6);
to elect the Board of Directors of the Corporation for the ensuing year;
to appoint the auditors of the Corporation for the ensuing year and to authorize the Board of Directors to fix the auditors’ remuneration; and
to transact such other business as may be properly brought before the meeting or any adjournment thereof.

DATED this 8th day of April, 2021.

Note of Caution Concerning the COVID-19 Pandemic

At the date of this Notice and the accompanying Circular it is the intention of the Corporation to hold the Meeting at the location stated above in this Notice. The Corporation is continuously monitoring the development of the coronavirus (COVID-19) pandemic (“ COVID-19 ”). In light of the public health guidelines related to COVID-19, the COVID-10 response processes implemented by the Corporation, and in order to comply with the measures imposed by the federal, provincial and municipal governments, THE CORPORATION STRONGLY ENCOURAGES SHAREHOLDERS TO VOTE BY PROXY RATHER THAN ATTEND THE MEETING IN PERSON. TO THIS END, ONLY REGISTERED SHAREHOLDERS AND PROXYHOLDERS WILL BE PERMITTED TO ATTEND IN PERSON, PARTICIPATE AND VOTE IN THE BUSINESS OF THE MEETING.

While registered Shareholders and proxyholders are entitled to attend the Meeting in person, we will require all attendees to comply with the By-laws of the City of Calgary, complete a COVID-19 risk assessment on arrival and we reserve the right to refuse entry and/or limit the number of people at the Meeting to such number of attendees as is currently permitted under Alberta law, as a result of COVID-19. ACCORDINGLY, WE STRONGLY RECOMMEND THAT ALL SHAREHOLDERS VOTE BY PROXY BEFORE THE MEETING THROUGH ONE OF THE FOLLOWING CHANNELS :

Telephone: Call the number provided on your enclosed form of proxy;
Online: Visit the website provided on your enclosed form of proxy; or

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By Mail: Please complete and sign the form of proxy enclosed and return it, in the envelope provided, to the Corporation’s transfer agent, Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1.

All votes must be received by 3:00 p.m. (Calgary time) on Tuesday May 11, 2021 (or at least 48 hours prior to the commencement of any reconvened Meeting in the event of any adjournment(s) or postponement(s) thereof). Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject late proxies.

If you hold your Common Shares in a brokerage account, you are a non-registered Shareholder or beneficial Shareholder. Beneficial Shareholders who hold their Common Shares through a bank, broker or other financial intermediary should carefully follow the instructions found on the form of proxy or voting instruction form provided to them by their intermediary, in order to cast their vote.

ALL SHAREHOLDERS, BUSINESS ANALYSTS AND OTHER INTERESTED PARTIES ARE ENCOURAGED TO LISTEN TO THE MEETING VIA TELECONFERENCE AT TOLL-FREE 1-800-8065484 (Canada and U.S.) OR directly from any worldwide location on +1-416-340-2217 (tolls apply) and use CONFERENCE ID: 3239577# (for a list of additional international dial-in numbers visit website https://www.confsolutions.ca/ILT?oss=9P1R8008065484). In light of the public health restrictions, the Corporation will not be providing a corporate presentation or question and answer session at the Meeting.

The Corporation reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 pandemic, including: (i) making any changes at the Meeting as are required to meet any bylaws, public health edicts or advisories that are in place at the time; (ii) holding the Meeting virtually or by providing a webcast of the Meeting; (iii) hosting the Meeting solely by means of remote communication; (iv) changing the Meeting date and/or changing the means of holding the Meeting; (v) denying access to persons who are close contacts of persons who have had COVID-19 in the past 21 days, are awaiting the results of the COVID-19 test or are close contacts of persons awaiting the results of a COVID-19 test, currently exhibit cold or flu-like symptoms, have had symptoms of COVID-19 in the past 10 days, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 14 days immediately prior to the Meeting; and (vi) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation’s profile on SEDAR as well as on the Corporation’s website at www.haes.ca. The Corporation strongly recommends that Shareholders check the Corporation’s website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 pandemic, the Corporation will not prepare or mail amended Meeting Proxy Materials.

Your participation as a Shareholder is very important to the Corporation. Please ensure your Common Shares are represented at the Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Michael J. Maguire” Michael J. Maguire Chief Executive Officer

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GENERAL PROXY MATTERS

Solicitation of Proxies

This management proxy and information circular (“ Circular ”) is furnished in connection with the solicitation of proxies by the management of High Arctic Energy Services Inc. (the “ Corporation ”) for use at the annual general meeting (the “ Meeting ”) of the holders of common shares of the Corporation (the “ Common Shares ”) to be held in the office of the Corporation, Suite 500, - 700 2[nd] Street SW, Calgary, AB T2P 2W1, on Thursday, May 13, 2021 at 3:00 p.m. and at any adjournment thereof for the purposes set forth in the accompanying notice of meeting (“ Notice of Meeting ”). The cost of such solicitation will be borne by the Corporation.

Appointment of Proxies

The persons named (the “Management Designees”) in the enclosed instrument of proxy (“Instrument of Proxy”) have been selected by the directors of the Corporation and have indicated their willingness to represent as proxy the shareholder who appoints them. A shareholder has the right to designate a person (whom need not be a shareholder) other than the Management Designees to represent him or her at the Meeting. Such right may be exercised by inserting in the space provided for that purpose on the Instrument of Proxy the name of the person to be designated and by deleting there from the names of the Management Designees, or by completing another proper form of proxy and delivering the same to the transfer agent of the Corporation. Such shareholder should notify the nominee of the appointment, obtain the nominee's consent to act as proxy and should provide instructions on how the shareholder's shares are to be voted. The nominee should bring personal identification with him/her to the Meeting. In any case, the form of proxy should be dated and executed by the shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy form). In addition, a proxy may be revoked by a shareholder personally attending at the Meeting and voting his/her shares.

A form of proxy will not be valid for the Meeting or any adjournment thereof unless it is completed and delivered to the Corporation's transfer agent, Computershare Investor Services Inc, Attn: Proxy Department, 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, at least forty-eight (48) hours, excluding Saturdays, Sundays and holidays, before the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

Revocation of Proxies

A shareholder who has submitted a proxy may revoke it at any time prior to the exercise thereof. If a person who has given a proxy attends at the Meeting in person at which such proxy is to be voted, such person may revoke the proxy and vote in person. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the shareholder or his attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized and deposited either at the head 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 on the day of the Meeting, or any adjournment thereof, and upon either of such deposits, the proxy is revoked. A shareholder who revokes his or her proxy and does not replace it with another that is deposited with the Corporation's transfer agent, Computershare Trust Company of Canada, at least forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the Meeting may not vote his or her shares in any manner at the Meeting.

Persons Making the Solicitation

The solicitation is made on behalf of the Corporation by its management. The costs incurred in the preparation and mailing of the Instrument of Proxy, Notice of Meeting and this Circular will be borne by the Corporation.

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In addition to solicitation by mail, proxies may be solicited by personal interviews, telephone or other means of communication and by directors, officers and employees of the Corporation, who may be remunerated therefore.

In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer , arrangements may be made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the share held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs thereof will be borne by the Corporation.

Exercise of Discretion by Proxy

The shares represented by proxy in favour of the Management Designees shall be voted on any ballot at the Meeting and, where the shareholder specifies a choice with respect to any matter to be acted upon, the shares shall be voted on any ballot in accordance with the specification so made.

In the absence of such specification, the shares will be voted in favour of the matters to be acted upon. The persons appointed under the Instrument of Proxy furnished by the Corporation are conferred with discretionary authority with respect to amendments or variations of those matters specified in the Instrument of Proxy and Notice of Meeting. At the time of printing this Circular, management knows of no such amendment, variation or other matter.

Notice to Beneficial Shareholders

The information set forth in this section is of significant importance to many shareholders, as a substantial number of shareholders do not hold shares in their own name . Shareholders who hold shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold shares in their own name (referred to in this Circular as “ Beneficial Shareholders ”) should note that only proxies deposited by shareholders who appear on the records maintained by the Corporation's registrar and transfer agent as registered holders of shares will be recognized and acted upon at the Meeting. If shares of the Corporation are listed in an account statement provided to a Beneficial Shareholder by a broker, those shares will, in all likelihood, not be registered in the shareholder's name. Such 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 shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities, which acts as nominee for many Canadian brokerage firms). Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting .

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their shares are voted at the meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the Instrument of Proxy provided directly to registered shareholders by the Corporation. However, its purpose is limited to instructing the registered shareholder (i.e. the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. (“ Broadridge ”) in Canada.

Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting.

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A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote shares of the Corporation directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of shares of the Corporation must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have shares of the Corporation voted. If you have any questions respecting the voting of shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting shares of the Corporation registered in the name of their broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their 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, and should carefully read the “Note of Caution Concerning the COVID-19 Pandemic” in the NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS.

All reference to shareholders in this Circular and the accompanying Instrument of Proxy and Notice of Meeting are to registered shareholders unless specifically stated otherwise.

INFORMATION CONCERNING THE CORPORATION

Voting Shares and Principal Holders of Voting Shares

The board of directors of the Corporation (the “ Board of Directors ” or “ Board ”) has fixed April 8, 2021 as the record date (the “ Record Date ”) for the Meeting. Shareholders at the close of business on the Record Date are entitled to receive notice of the Meeting and to vote thereat or at any adjournment or postponement thereof on the basis of one vote for each Common Share held, except to the extent that: (i) a registered shareholder has transferred the ownership of any Common Shares subsequent to the Record Date; and (ii) the transferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes that he, she or it owns the Common Shares and demands, not later than ten (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 the transferee will be entitled to vote such Common Shares at the Meeting.

The Corporation is authorized to issue an unlimited number of Common Shares and an unlimited number of preferred shares (“ Preferred Shares ”), issuable in series. As at the effective date of this Circular, which is April 8, 2021 (the “ Effective Date ”), 48,811,949 Common Shares and nil Preferred Shares were issued and outstanding.

To the knowledge of the directors and officers of the Corporation, no person or company beneficially owns, directly or indirectly, or exercises direction or control over voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Corporation other than FBC Holdings Sàrl, which owns 21,916,634 Common Shares representing 44.9% of the outstanding Common Shares as of the Effective Date. The information as to the Common Shares beneficially owned or which control or direction is exercised over is not within the knowledge of the Corporation and has been derived from public sources available to the Corporation.

Quorum for Meeting

At the Meeting, a quorum shall consist of two or more persons either present in person or represented by proxy and representing in the aggregate not less than 5% of the outstanding Common Shares of the Corporation.

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If a quorum is not present at the Meeting within one-half hour after the time fixed for the holding of the Meeting, it shall stand adjourned to such day being not less than fourteen (14) days later and to such place and time as may be determined by the Chairman of the Meeting. At such Meeting, the shareholders present either personally or by proxy shall form a quorum.

Approval Requirements

All matters to be considered at the Meeting are ordinary resolutions requiring approval by more than 50% of the votes cast in respect of the resolution by or on behalf of shareholders present in person or represented by proxy at the Meeting.

MATTERS TO BE ACTED UPON AT THE MEETING

To the knowledge of the Board, the only matters to be brought before the meeting are those matters set forth in the accompanying Notice of Meeting.

1. Report and Financial Statements

The Board has approved the audited financial statements of the Corporation for the year ended December 31, 2020 and the report of the auditors thereon.

2. Fix Number of Directors to be Elected at the Meeting

Shareholders of the Corporation will be asked to approve an ordinary resolution fixing the number of directors of the Corporation to be elected at the Meeting.

At the Meeting, it will be proposed that six (6) directors be elected to hold office until the next annual general meeting or until their successors are elected or appointed. Unless otherwise directed, it is the intention of the Management Designees, if named as proxy, to vote in favour of the ordinary resolution fixing the number of directors to be elected at the Meeting at six (6).

3. Election of Directors

The Corporation currently has six (6) directors, all of whom are being nominated for re-election. The following table sets forth the name of each of the persons proposed to be nominated for election as a director, all positions and offices in the Corporation presently held by such nominee, the nominee's municipality of residence, principal occupation at the present and during the preceding five (5) years, the period during which the nominee has served as a director, and the number and percentage of Common Shares that the nominee has advised are beneficially owned by the nominee, directly or indirectly, or over which control or direction is exercised, as of the Effective Date.

In accordance with policies of the Toronto Stock Exchange (“ TSX ”), the Board has adopted a majority voting policy in director elections that will apply at any meeting of the Corporation’s shareholders where an uncontested election of directors is held. Pursuant to this policy, if the number of proxy votes withheld for a particular director nominee is greater than the votes for such director, the director nominee will be required to submit his or her resignation to the Board promptly following the applicable shareholders’ meeting, with the resignation to take effect upon acceptance of the Board. The Governance and Nominating Committee will consider the director nominee's offer to resign and will make a recommendation to the Board as to whether or not to accept the resignation. In considering whether or not to accept the resignation, the Governance and Nominating Committee may consider the stated reasons why shareholders "withheld" votes from the election of that nominee, the existing board composition, the tenure and the qualifications of the director whose resignation has been tendered, the director's past meeting attendance and contributions to the Corporation, the Corporation's corporate governance policies and such other skills and qualities as the Governance and Nominating Committee deems to be relevant.

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The Board will act on the recommendation of the Governance and Nominating Committee and make a decision as to whether to accept the director's offer to resign within 90 days of the Meeting. The Board of Directors will be expected to accept the director’s offer of resignation unless it decides that there are exceptional circumstances which prevent the Board from accepting it and will publicly disclose its decision, including the reasons for the Board’s decision if the director’s resignation is not accepted.

No director who is required to tender his or her resignation shall participate in the deliberations or recommendations of the Governance and Nominating Committee or the Board. If a director’s offer of resignation is accepted, the Board may fill the vacancy through the appointment of a new director whom the Board considers appropriate.

Unless otherwise directed, it is the intention of the Management Designees, if named as proxy, to vote for the election of the persons named in the following table to the Board of Directors. Management does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies held by Management Designees will be voted for another nominee in their discretion unless the shareholder has specified in his form of proxy that his shares are to be withheld from voting in the election of directors. Each director elected will hold office until the next annual general meeting of shareholders or until his successor is duly elected, unless his office is earlier vacated in accordance with the by-laws of the Corporation or the provisions of the Business Corporations Act (Alberta) to which the Corporation is subject.

Name, Municipality of Residence and Office Held Michael R. Binnion(2)(3)(4)(5) Calgary, Alberta, Canada Director and Chairman Simon P.D. Batcup(4) Toronto, Ontario, Canada Director Daniel J. Bordessa(1)(3)(5) Toronto, Ontario, Canada Director Honourable Joe Oliver(1)(3) Toronto, Ontario, Canada Director Ember W.M. Shmitt(2)(3) New York, New York, USA Director Douglas J. Strong(1)(2)(4)(5) Calgary, Alberta, Canada Director	Director Since June 2, 2005 June 28, 2007 April 18, 2011 June 20, 2016 July 25, 2016 December 12, 2018	Present Occupation and Positions Held During the Last Five Years Mr. Binnion is the Chairman of the Corporation. He is also the President and Chief Executive Officer of Questerre Energy Corporation, a position held since November 2000. Mr. Batcup is an independent businessman. He has been a Principal of Osborne Interim Management since November 2013 and has served as a Chairman and Director of Brauerei Fahr Incorporated for December 2015 to March 2021. Mr. Bordessa is a Partner of Cyrus Capital Partners, L.P. which manages investment funds. Mr. Oliver is an independent businessman. Mr. Oliver is the former Canadian Minister of Natural Resources and Minister of Finance (2011 – 2015). He is currently the Chair of the Ontario Independent Electricity System Operator (IESO) and a Director of Firm Capital Mortgage Investment Corporation. Mrs. Shmitt is currently the Director of Investor Relations at Cyrus Capital Partners L.P, and has been with Cyrus Capital Partners since February 2007. Mr. Strong is a Chartered Professional Accountant, CPA, CA with 36 years of experience, having been with Precision Drilling for 21 years in a number of senior financial and operational roles, including Chief Financial Officer from 2005 to 2010 and most recently as President of Completion & Production Services responsible for service rigs and snubbing in Canada and the United States.	Common Shares Beneficially Owned or Controlled as of the Effective Date(6)
			1,916,867 (Approximately 4%) 283,700 (Less than 1%) 21,916,634(7) (Approximately 45%) 100,000 (Less than 1%) _ 60,000 (Less than 1%)

(1) Member of Audit Committee.

(2) Member of Governance and Nominating Committee.

(3) Member of Remuneration Committee.

(4) Member of Quality, Health, Safety and Environmental Committee.

(5) Member of Executive Committee.

(6) The information as to the number of Common Shares beneficially owned or controlled is based upon information furnished to the Corporation by the respective nominees.

(7) Shares are held by FBC Holdings Sàrl, a corporation that is managed by Cyrus Capital Partners, L.P.

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Cease Trade Orders

No proposed director, within 10 years before the date of this Circular, has been a director, chief executive officer or chief financial officer of any company that:

(a) was subject to: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (collectively, an “ Order ”) that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; 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.

Bankruptcies

Other than as set forth below, no proposed director, within 10 years before the date of this Circular, has been a director or executive officer of any company that, while the proposed director was acting in that capacity, or within a year of the proposed director 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.

Daniel Bordessa was a director of DesignLine Corporation; a private Delaware corporation involved in the transportation manufacturing sector, between February 2013 and March 2013 and was appointed to the director seat as a representative of Cyrus Capital Partners, L.P. Cyrus Capital Partners, L.P., is the investment manager for certain funds that are the senior secured debt providers, preferred shareholder and a significant shareholder (on a fully diluted basis) of DesignLine Corporation. In August 2013 DesignLine Corporation, with the agreement of Cyrus Capital Partners, L.P., filed for creditor protection under Chapter 11 of the United States Bankruptcy Code.

Daniel Bordessa was a director of Angel Mining plc between August 21, 2009 and October 22, 2012 and was appointed to the director seat as a representative of Cyrus Capital Partners, L.P. Cyrus Capital Partners, L.P., is the investment manager for certain funds that are the senior secured debt providers and largest shareholder (on a fully diluted basis) of Angel Mining plc. On March 1, 2013 Angel Mining plc, with the agreement of Cyrus Capital Partners, L.P., appointed the administrators Cork Gully LLP in the United Kingdom as a result of liquidity issues at its subsidiaries.

Personal Bankruptcies

No proposed director has, within 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such proposed director.

Penalties and Sanctions

No proposed director 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.

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4. Appointment and Remuneration of Auditors

The shareholders of the Corporation will be asked to pass an ordinary resolution appointing PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Corporation, to hold office until the next annual general meeting of shareholders or until the firm of PricewaterhouseCoopers LLP is removed from office or resigns as provided by the Corporation's by-laws or law and to authorize the Board of Directors to fix the remuneration to be paid thereto. Unless otherwise directed, it is the intention of the Management Designees, if named as proxy, to vote in favour of the ordinary resolution appointing PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Corporation for the next ensuing year and to authorize the Board to fix the remuneration of PricewaterhouseCoopers LLP.

OTHER MATTERS COMING BEFORE THE MEETING

Management knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the securities represented by proxy solicited hereby will be voted on such matters in accordance with the best judgment of the person voting such proxy.

STATEMENT OF EXECUTIVE COMPENSATION FOR HIGH ARCTIC

COMPENSATION DISCUSSION AND ANALYSIS

I. Overview of Compensation Program, Compensation Philosophy and Objectives

The Corporation has designed an executive compensation program to attract, motivate, reward and retain the knowledgeable and skilled executives that are required to achieve the Corporation’s objectives and increase shareholder value. This compensation program is geared towards fostering a culture of ownership by providing long-term equity-based incentives as a portion of executive compensation. This approach assumes that the Corporation’s share price performance over the long-term is an important indicator of long-term performance, aligning executive compensation with the generation of shareholder value.

The Corporation’s executive compensation program is based on the following fundamental principles:

the compensation program should result in the alignment of executive goals with shareholder interests, maximizing long-term shareholder value;
compensation to executive officers should be performance sensitive, directly linking some elements of compensation to the Corporation’s operating and market performance, both quantitatively and qualitatively; and
total executive compensation should be in an amount that is competitive with other companies in the oilfield services industry and geographical area, consistent with the experience and responsibility level of the individual.

The main objectives of the Corporation’s executive compensation program were developed based on the above-mentioned principles, with a goal to reward the contribution of executive officers based on evaluation of performance against key measurements selected by the Board and Remuneration Committee that correlate with shareholder value and align with the Corporation’s strategic plan.

The compensation program of the Corporation provides incentives to achieve short and long-term objectives.

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The short-term incentives include salary and annual bonus payments to the Named Executive Officers (as defined herein) based on the financial performance of the Corporation and achievement of certain individual performance targets.

The Corporation provides long-term incentives to its executives and directors through grants of Options under the Corporation’s stock option plan (“ Option Plan ”) and share units under the PSU Plan and the DSU Plan. The long-term incentive plans link the interests of the executive officers and directors to shareholders of the Corporation as increasing the value of the Corporation will increase the amounts received by the Named Executive Officers.

II. Role and Composition of the Remuneration Committee

The Corporation’s executive compensation program is administered by the Remuneration Committee (the “ Remuneration Committee ”) of the Board. The Remuneration Committee is charged with reviewing and making recommendations to the Board in respect of the compensation matters relating to the Corporation’s executive officers, employees and directors, including the “Named Executive Officers” who are identified in the “ Summary Compensation Table ”, below.

The members of the Remuneration Committee are appointed by the Board. For the year ended December 31, 2020, the Remuneration Committee was comprised of: Michael Binnion (Chair), Dan Bordessa, the Honourable Joe Oliver, and Ember Shmitt.

Although none of the members of the Remuneration Committee have a formal background or experience in executive compensation directly, all of the members of the Remuneration Committee are experienced participants in the business world and are well versed in the areas of corporate governance and compensation matters.

Mr. Binnion is a seasoned entrepreneur with a history of starting, financing and managing companies and not-for-profits and has considerable experience with establishing and overseeing compensation programs. These skills and experiences enable the Remuneration Committee to make decisions on the suitability of the Corporation’s compensation policies and practices. Mr. Bordessa has been actively involved in managing investments in a variety of businesses and acts as a director of some of the investee companies and has participated in establishing compensation policies. Mr. Oliver has extensive experience in the public sector, acting as a Member of Parliament and Minister, as well as experience with private entities in the roles of President and CEO and as a Director of public companies. Mr. Oliver has considerable experience dealing with compensation programs and matters generally. Ms. Shmitt has over 10 years of experience in financial strategy, investor relations and branding with a number of entities.

The Remuneration Committee operates under a written “Remuneration Committee Terms of Reference” that details its composition, its duties and its reporting responsibilities. The Remuneration Committee’s primary duties and responsibilities are to:

(1) determine and agree with the broad framework or broad policy for the remuneration of the Corporation’s Chief Executive Officer, Chairman of the Board, and such other members of the executive management as it is designated to consider (the “ Remuneration Policy ”);
(2) in determining the Remuneration Policy, take into account all factors which it deems necessary. The objective of the Remuneration Policy shall be to ensure that members of the executive management of the Corporation are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Corporation;
(3) review the ongoing appropriateness and relevance of the Remuneration Policy;
(4) approve the design of, and determine targets for, any performance-related pay arrangements operated by the Corporation and approve the total annual payments made under such arrangements;
(5) review the design of all securities-based compensation arrangements for approval by the Board and shareholders. For any such plans, determine each year whether awards will be

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made and, if so, the overall amount of such awards, the individual awards to directors, officers and other senior executives, the performance targets to be used and the form of agreement in respect of the grant of any securities-based compensation;

(6) review and recommend for approval, if the proposed remuneration is within the parameters of the Remuneration Policy, any written employment agreement of a member of the executive management;
(7) review and recommend for approval any termination and severance arrangements in respect of officers of the Corporation;
(8) within the terms of the Remuneration Policy and in consultation with the Chairman and/or Chief Executive Officer as appropriate, determine the total individual remuneration package of each director, officer and other senior executives including bonuses, incentive payments and share option or other share awards;
(9)
oversee any major changes in employee benefits structures; and
(10) review and recommend for approval the general terms of any annual bonus plans for nonexecutive managers.

The Remuneration Committee Chair is required to report to the Board on its proceedings after each meeting and to make whatever recommendations it deems appropriate on any area within its mandate where action or improvement is needed. In addition to attendance at formal meetings, individual committee members also periodically reviewed the Corporation’s approach to executive compensation with the Chief Executive Officer.

In order to review the competitiveness of the compensation of Named Executive Officers, the Remuneration Committee considers the compensation schemes of industry peers and determines the appropriateness of compensation, adjusting for differences that may impact the ultimate offering provided by High Arctic. Due to the changes in the Corporation’s Named Executive Officers, a formal external review has not been completed since 2018. The Remuneration Committee will continue to periodically review the Remuneration Policy, with a goal to ensuring the Corporation’s compensation program and offering is effective and competitive and is aligned with the above-noted principles.

At the time of this review, the Corporation selected the following peer group as measured by market capitalization and operational sector:

Akita Drilling Ltd.	McCoy Global Inc.
Badger Daylighting Ltd.	PHX Energy Services Corp.
Black Diamond Group Ltd.	Total Energy Services Inc.
CWC Energy Services Corp.	Western Energy Services Inc.
Dexterra Group Inc.
Essential Energy Services

The Corporation believes the aforementioned peer group list is comprised of companies that have characteristics in common with the Corporation and that would compete for similar executive talent and as such, provides a good basis for assessing the competitiveness of the Corporation’s compensation.

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Compensation Risks

While the Remuneration Committee does not formally consider the implications of the risks associated with the Corporation’s compensation policies and practices, the Remuneration Committee does take into consideration the various components of the Corporation’s compensation program when assessing whether the program supports the Corporation’s principles and objectives and reviews the Corporation’s compensation policies on a regular basis. The Remuneration Committee also considers the implication of the risks associated with the Corporation’s compensation program, including: (i) the risk of executive officers taking inappropriate or excessive risks; (ii) the risk of inappropriate focus on achieving short-term goals at the expense of long-term return to shareholders; (iii) the risk of encouraging aggressive accounting practices; and (iv) the risk of excessive focus on financial returns and operational goals at the expense of regulatory, environmental and health and safety considerations.

The nature of the business in which the Corporation operates requires some level of risk-taking in order to achieve desired growth and outcomes in the best interests of the shareholders. While the Corporation recognizes that no compensation program can fully mitigate these risks, the Remuneration Committee and Board believe that many of these risks can be mitigated by: (i) weighting long-term incentives towards share ownership and vesting long-term incentives over a number of years; (ii) avoiding narrowly focused performance goals which may encourage loss of focus on providing long-term shareholder return; (iii) retaining adequate discretion over the application and implementation of the compensation program to insure that the Remuneration Committee and Board retain their business judgment in assessing actual performance; and (iv) discourage executive participation in transactions that are designed to hedge or offset a decrease in market value of securities of the corporation as discussed below under the heading " Short Selling and Restrictions ".

Short Selling and Restrictions

Executive officers and directors are prohibited from knowingly selling, directly or indirectly, any of the Corporation’s securities that he or she does not own or has not fully paid for.

Although the Named Executive Officers are permitted to purchase financial instruments that are designed to hedge or offset a decrease in market value of equity securities granted as compensation, the Corporation is not aware of any market for such financial instruments or the acquisition of any such financial instruments by a Named Executive Officer.

III. Compensation Plan and Policies

The Remuneration Committee has adopted a compensation program that covers the following key shortterm and long-term elements: (i) a base fixed amount of salary and benefits; (ii) a performance-based cash bonus; and (iii) long-term equity incentive plans.

The Corporation’s compensation policies are designed to recognize and reward individual performance as well as to provide a competitive level of compensation to executive officers.

A description of each element and its purpose is described below, following disclosure of the Named Executive Officers of the Corporation as at December 31, 2020.

Named Executive Officers (“NEOs”)

Individuals who are acting in a capacity similar to a Chief Executive Officer (“ CEO ”), Chief Financial Officer (“ CFO ”) and the three most highly compensated executive officers or individuals whose total compensation exceeds $150,000 per annum are the “Named Executive Officers” or “NEOs”. As at December 31, 2020, the NEOs of the Corporation were Michael J. Maguire (CEO), Christopher C. Ames (VP Finance and CFO), Stephen Lambert (VP Business Support and Chief Process Officer (“CPO”)), Donald Pack (Sr. VP, Canadian Operations), and Samuel Ward (VP Operations - PNG).

On February 14, 2020, James Hodgson departed as CFO of the Corporation and Christopher C. Ames was appointed as VP Finance and Interim CFO. On March 23, 2020, Mr. Ames was appointed as VP Finance and CFO. On March 23, 2020, J. Cameron Bailey departed as CEO of the Corporation and Michael J. 2021 Management Proxy and Information Circular High Arctic Energy Services Inc. | Page 13

Maguire was appointed as CEO. On April 2, 2021, Mr. Ames departed as VP Finance & CFO and at the Effective Date, the Corporation has a process underway for the recruitment of a new executive.

Base Salaries

The purpose of the base salary is to attract and retain NEOs by providing a competitive base compensation amount. The level of base salary for each NEO is determined by the level of responsibility and the importance of the position to the Corporation, within competitive industry ranges. The Remuneration Committee makes annual recommendations to the Board regarding base salaries for each of the NEO.

The five NEO’s all assumed the above roles during 2020, each new role carrying increased responsibility compared to the prior role, however the Corporation deemed that no adjustment to Base Salary was warranted at the time.

Annual Incentive Bonuses

Annual incentive bonuses are a short-term variable compensation element designed to reward executives on an annual basis for their assistance in achieving the Corporation’s business objectives for that year. Generally, such bonuses are of a discretionary nature based on a plan established at the start of each year. The Corporation’s financial objectives are reviewed each year after the Board has considered and approved the annual operating and capital expenditure budgets for that year. The amount of bonus awarded to NEOs is calculated as a percentage of a maximum bonus pool directly tied to the profitability of the Corporation and is awarded only if threshold performance levels are met.

The purpose of the annual incentive bonuses is to pay for performance, align the executive’s economic interest with the Corporation’s short-term business objectives and to motivate and retain the executives. As with other years, the terms of the Incentive Plan for all employees and executive for 2020 were established through discussions among management and the Remuneration Committee.

Corporate The purpose of the Corporate Performance Bonus Plan is to provide certain Performance executives and employees with a specified incentive to achieve the financial goals of Bonuses the Corporation. The eligible participants in the Corporate Performance Plan for 2020 included three Named Executive Officers, Mr. Maguire (CEO), Mr. Ames (VP Finance & CFO), and Mr. Lambert (VP Business Support & CPO).

The pool of funds available in 2020 for the Corporate Performance Bonus Plan is determined based on financial performance of the Corporation, measured by normalized Return on Equity (“ ROE ”). ROE is used to incent the Corporation’s management team to provide sufficient returns for shareholders. The ROE measure determines the amount funded into a bonus pool for payout and payout will not occur unless certain budgeted EBITDA targets are achieved.

This methodology ensures that not only are shareholder returns achieved but that the Corporation’s annual financial budget targets are achieved.

Individual bonus targets are established based upon the individual’s position of responsibility and ability to influence the Corporation’s financial or business objectives. Individual target bonus payouts are dependent upon certain financial, safety, corporate and personal targets being achieved. For the CEO, the Board of Directors approves all personal targets. For the other NEOs, personal objectives are approved by the CEO in consultation with the Remuneration Committee. Please refer to the “NEO 2020 Performance” section for further details.

As a result of the COVID pandemic impact on financial performance of the Corporation, no bonuses were awarded for 2020.

Payout during 2020 for 2019 activity was nil for Mr. Ames, as he was not acting in the capacity as an NEO during that time. See PNG performance bonuses for Mr. Maguire and Mr. Lambert’s 2020 payouts associated with 2019 performance.

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PNG Related The purpose of the Papua New Guinea (“ PNG ”) Performance Bonus Plan is to Performance incentivize those executives and employees responsible for contributing to the Bonuses Corporation’s international business operations profitably with strong safety and operational performance. The eligible participants in the PNG Performance Bonus Plan for 2020 included one Named Executive Officer, Mr. Ward.

Consistent with prior years, the PNG Performance Bonus plan is funded through the contribution of a percentage of certain financial earnings for the Corporation’s PNG business operations. For 2020, Mr. Ward was eligible to receive up to 25% of the PNG Performance Bonus pool with adjustments for factors such as operational and safety performance of the PNG business. As a result of the COVID-19 pandemic impact on financial performance of the PNG operation, no bonuses were awarded for 2020.

Similarly, under the 2019 PNG Performance Bonus plan, Mr. Maguire, Mr. Lambert and Mr. Ward were eligible to receive up to 50% and 25% and 10%, respectively, of the PNG Performance Bonus pool for 2019 performance, to be paid out in 2020. The board awarded Mr. Maguire $39,301, representing approximately 12% of his salary, and Mr. Lambert $19,651, representing approximately 7% of his salary, and Mr. Ward $15,719, representing approximately 6% of his salary.

Canadian Similar to the Corporate and PNG performance bonus plans, the purpose of the Performance Canadian Performance Bonus Plan is to provide the Canadian business managers Bonuses with a specified incentive to achieve the financial, safety and operational goals for the Canadian operations. The eligible participants in the Canadian Performance Bonus Plan for 2020 included one Named Executive Officer, Mr. Pack.

Since the Canadian operations are not conducted in an independent legal entity which only has the Canadian operating results and balance sheet, the Canadian Performance Bonus plan is funded through the contribution of a percentage of certain financial earnings for the Corporation’s Canadian business operations. Similar to the PNG performance bonus plan, payout will not occur unless certain budgeted targets are achieved and are subject to adjustments for factors such as operational and safety performance of the Canadian business.

Individual bonus targets are established for all eligible personnel depending upon the individual’s position of responsibility and ability to influence the Corporation’s financial or business objectives. Individual target bonus payouts are dependent upon certain financial, corporate and personal targets being achieved.

As a result of the COVID pandemic impact on financial performance of the Corporation, no bonuses were awarded for 2020 performance.

Minimum financial targets were not met for full payout under the 2019 Canadian Performance Bonus Plan, however, Mr. Pack earned a bonus of $28,500 under the program, which was paid out during 2020, representing 12.7% of his salary.

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Long-term Equity Incentive Plans

In addition to recognizing the achievement of the Corporation’s immediate objectives through the Corporation’s Annual Incentive Plans, the Corporation recognizes the need to also incentivize its executives, directors and certain eligible employees to achieving sustained long-term performance that will lead to growth in shareholder value. The Corporation believes that tying a portion of an executive’s, director’s or employee’s compensation to the growth in the Corporation’s equity value is an effective way to achieving this focus on long-term shareholder value creation.

The Corporation currently has three elements of long-term incentive compensation for executives and directors in its long-term incentive program: (1) an Option Plan, , (2) the PSU Plan, and (3) the DSU Plan.

The Option Plan, PSU Plan and DSU Plan (collectively, the “ Equity Plans ”) all contain the following limitations on the number of Common Shares subject to the Equity Plans: (i) the number of Common Shares issuable to insiders at any time, pursuant to the Equity Plans or any other share based compensation arrangements, shall not exceed 10% of the issued and outstanding Common Shares; (ii) the number of Common Shares issued to insiders pursuant to the Equity Plans or any other share based compensation arrangements within a 12 month period, shall not exceed 10% of the issued and outstanding Common Shares; and (iii) the aggregate number of Common Shares reserved for issuance to non-employee directors under the Equity Plans and all other security based compensation arrangements shall not exceed 1% of the issued and outstanding Common Shares from time to time, or unless otherwise adjusted by way of TSX approval. Such an adjustment was obtained in 2017, which reserved up to 1,000,000 common shares to be allocated for non-employee directors.

A. Option Plan

The Corporation adopted its current Option Plan at the annual general and special meeting of shareholders held on June 28, 2007 with subsequent amendments to the Option Plan being approved by the shareholders at the annual general and special meetings held on June 29, 2010, June 1, 2011, May 13, 2014, May 13, 2016, May 10, 2017, and May 9, 2019.

The Corporation’s Option Plan is designed to attract and retain key individuals and to provide an incentive for the directors, officers, key employees and consultants to contribute to the future success and prosperity of the Corporation. Option based awards are designed to align executive and shareholder interests, focus executives on long-term value creation and also to support the retention of key executives. Directors, officers, key employees and consultants may be issued Options to purchase Common Shares as recommended by the Remuneration Committee and authorized by the Board of Directors. NEOs are excluded from the decision-making process regarding option-based compensation awarded to them. Previous grants of equity-based awards are taken into account when considering new grants of Options to the NEOs. The material terms of the Option Plan are described below.

The exercise price of the Options shall be determined by the Board of Directors, subject to applicable exchange and regulatory approval, at the time the Options are granted, provided that such exercise price shall not be less than the weighted average trading price of the Common Shares for the five trading days immediately prior to the date of grant.

The Option Plan also provides that the Options will have a term fixed by the Board of Directors, not to exceed the maximum term permitted by any applicable exchange or other regulatory body, and will have the vesting conditions fixed by the Board of Directors, subject to applicable exchange and regulatory approvals. Generally, the options vest over a three-year period.

The Board may permit an Option holder to acquire Common Shares to be surrendered, unexercised, to the Corporation in consideration of the receipt by the Option holder of an amount equal to the difference, if any, between the aggregate fair market value of the Common Shares purchasable pursuant to the exercisable portion of such Option, on the date of the surrender, (as determined by the Board) and the aggregate exercise price with respect to such Common Shares pursuant to such Option.

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An Option is personal to the holder of the Options and is non-assignable. If an Option holder ceases to be a director, officer, employee or consultant of the Corporation or its subsidiaries, for any reason (other than death), such Option holder may exercise its Option to the extent that the optionee was entitled to exercise it at the date of such cessation, provided that such exercise must occur within 90 days after the optionee ceases to be a director, officer, employee or consultant. In the event of the death of an Option holder, if and to the extent that the optionee was entitled to exercise its Options at the date of his or her death, the Option holder’s estate has twelve (12) months in which to exercise the outstanding Options. In the event that an Option holder is terminated for “Cause” (as such term is defined in the Option Plan), all unvested Options and any vested Options that have not yet been exercised, shall be cancelled as of the Option holder’s date of termination. For a further description of the treatment of Options in the case of the termination of an Option holder’s employment or certain transactions involving the Corporation, see “ Termination and Change of Control Benefits ”.

The Option Plan also includes a black-out provision. Pursuant to the policies of the Corporation respecting restrictions on trading, there are a number of periods each year during which directors, officers and certain employees are precluded from trading in the Corporation’s securities. These periods are referred to as "black-out periods". A black-out period is designed to prevent a person from trading while in possession of material information that is not yet available to other shareholders. The TSX recognizes these black-out periods might result in an unintended penalty to employees who are prohibited from exercising their Options during that period because of their company's internal trading policies. As a result, the TSX provides a framework for extending Options that would otherwise expire during a black out period. The Option Plan includes a provision that should an Option expiration date fall within a black out period or immediately following a black out period, the expiration date will automatically be extended for 10 business days following the end of the black out period.

Pursuant to the Option Plan, the Board shall have the power, in the event of: (i) any disposition of all or substantially all of the assets of the Corporation, on the dissolution, merger, amalgamation or consolidation or the Corporation, with or into any other person, or the merger, amalgamation or consolidation of any other person into the Corporation; or (ii) any change of control of the Corporation, to amend any Option agreement to permit the exercise of any or all of the remaining Options prior to completion of any such transaction.

If the Board shall exercise that power, the Options shall be deemed to have been amended to permit the exercise thereof in whole or in part by the optionee at any time or from time-to-time as determined by the Board prior to the completion of such transaction.

The Option Plan provides that if the outstanding Common Shares are increased, decreased, changed into or exchanged for a different number or kind of Common Shares or securities of the Corporation through reorganization, merger, re-capitalization, re-classification, stock dividend, subdivision or consolidation, an appropriate and proportionate adjustment shall be made by the Board in its discretion in the number or kind of Common Shares or securities optioned and the exercise price per Common Share or security, as regards to previously granted and unexercised Options or portions thereof, and as regards to Options that may be granted subsequent to any such change in the Corporation’s capital.

The Option Plan allows the Board of Directors to terminate or discontinue the Option Plan at any time without the consent of the Option holders provided that such termination or discontinuance shall not alter or impair any Option previously granted under the Option Plan.

In addition, the Board of Directors may by resolution amend the Option Plan and any Options granted under it without further shareholder approval, to the extent that such amendments relate to among other things:

(i) altering, extending or accelerating the terms of vesting applicable to any Option or group of Options;
(ii) altering the terms and conditions of vesting applicable to any Option or groups of Options;
(iii) changing the termination provisions of an Option, provided that the change does not entail an extension beyond the original expiry date of such Option;
(iv) accelerating the expiry date in respect of an Option;
(v) determining the adjustment provisions pursuant to the Option Plan;

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(vi) amending the definitions contained within the Option Plan and other amendments of a “housekeeping” nature; and
(vii) amending or modifying the mechanics of exercise of the Options.

However, the Board will not be entitled in the absence of shareholder and TSX approval to:(i) reduce the exercise price of an Option held by an insider of the Corporation; (ii) unless otherwise extended under the Option Plan, extend the expiry date of an Option held by an insider of the Corporation; (iii) increase the maximum number of Common Shares issuable pursuant to the Option Plan; or (iv) amend the amendment provisions of the Option Plan.

During the previous two financial years ended December 31, 2020 and 2019, no Options were granted to Named Executive Officers. As at December 31, 2020, there were 265,500 Options outstanding, representing approximately 0.54% of the issued and outstanding Common Shares, leaving 4,610,466 Common Shares (representing 9.46% of the issued and outstanding Common Shares on that date) reserved and available for issuance upon the exercise of Options that may be granted in the future if Common Shares issuable on Units and DSUs are not included in such calculation.

B. CSRSUs

The Corporation awarded 140,000 CSRSUs to Mr. Maguire between 2014 and 2017 inclusive. Each CSRSU was a contractual right that carries the right to a cash payment based upon the 5-day weighted average trading price of the Common Shares when exercised.

The CSRSUs vested over a three year period with 34% of the total award vesting on the first anniversary of the award date and 33% of the total award vesting on each of the second and third anniversaries of the award date. The CSRSUs must be exercised by the end of six years from the award date. The third tranche of the last CSRSU granted on March 23, 2017 vested on March 23, 2020. On September 28, 2020, all remaining CSRSUs were renounced and in exchange, 140,000 RSUs were issued under the Corporation’s PSU Plan in settlement thereof. At December 31, 2020, no CSRSUs remain outstanding.

C. PSU Plan

The Corporation adopted the PSU Plan at the annual general and special meeting of the shareholders held on May 10, 2017. The PSU Plan permits the grant of Units to Executive Officers (as defined below) and consultants of the Corporation and its subsidiaries, partnerships, trusts or other controlled entities (each, a “ High Arctic Entity ”).

For purposes of the PSU Plan, “ Executive Officer ” means any individual who is an employee of the Corporation or any High Arctic Entity who is (i) the President and/or Chief Executive Officer of the Corporation; (ii) Chief Financial Officer a vice-president of the Corporation; or (iii) any other employee which the Board determines, in its sole discretion, is an executive officer or whom the Board believes may have the ability to impact the long-term goals and objectives of the Corporation or High Arctic Entities, as applicable.

The principal purpose of the PSU Plan is to develop the interest of Executive Officers and consultants of the Corporation and the High Arctic Entities in the growth and development of the Corporation by providing them with the opportunity to acquire an increased proprietary interest in High Arctic.

The PSU Plan is administered by the Board or an appointee of the Board. Under the PSU Plan, the Board may from time to time grant Units to Executive Officers and consultants of the Corporation and the High Arctic Entities (“ PSU Plan Participants ”) in such numbers, at such times and on such terms and conditions, consistent with the PSU Plan, as the Board may in its sole discretion determine.

The Board shall have discretion to apply vesting conditions on Units granted to a PSU Plan Participant, including a PSU Plan Participant’s continued employment with, or provision of consulting services to, the Corporation or a High Arctic Entity and/or the satisfaction of certain performance criteria set by the Board based on corporate and personal performance (“ Performance Criteria ”).

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Units that are granted under the PSU Plan that expire, terminate, or are cancelled or settled for any reason without being in the form of Common Shares issued, shall result in the Common Shares that were reserved for issuance under the PSU Plan being available for a subsequent grant of Units pursuant to the PSU Plan. Any increase in the issued and outstanding Common Shares (whether it is a result of settlement of Units or otherwise) will result in an increase in the number of Common Shares that may be issued pursuant to Units outstanding at any time and any increase in the number of Units granted will, upon the issue of Common Shares pursuant thereto, make new grants available under the PSU Plan.

On a date (a “ Unit Release Date ”) to be selected by the Board following the date a Unit has become a vested Unit, the Corporation, at the Board’s discretion, shall either (i) make a cash payment to the PSU Plan Participant equal to the product of the number of vested Units recorded in the PSU Plan Participant’s account multiplied by the fair market value of the Common Shares on the Unit Release Date, less applicable withholding taxes, or (ii) issue from treasury of the Corporation, that number of Common Shares in exchange for the vested Units, less applicable withholding taxes.

In the event the Corporation elects to settle the Units through the issuance of Common Shares, the Corporation, at the Board’s discretion, has the option to either: (i) issue to the PSU Plan Participant that number of Common Shares from treasury equal to the number of Units in the PSU Plan Participant's account that are being settled; or (ii) pay to a broker designated by the Corporation the cash amount to settle the Units less applicable withholding taxes, and the broker will, as soon as practicable thereafter use all of the cash to purchase Common Shares on behalf of such PSU Plan Participant on the TSX.

On any date on which a cash dividend is paid on the Common Shares, a PSU Plan Participant's account will be credited with a dividend equivalent in the form of a number of Units calculated by multiplying the amount of the dividend per Common Share by the aggregate number of Units that were credited to the PSU Plan Participant's account as of the record date for payment of the dividend, and dividing that amount by the fair market value on the date on which the dividend is paid. If on the Unit Release Date a Black-Out Period (as defined below) has been imposed upon a PSU Plan Participant which is still in effect, then the Unit Release Date shall occur within ten days following the expiry of the Black-Out Period. A “ Black-Out Period ” will be any period of time imposed by High Arctic pursuant to any insider trading policy of the Corporation in effect at the applicable time upon certain designated persons during which those persons may not trade in securities of the Corporation.

Prior to the Unit Release Date in respect of any Units, or prior to the Unit Release Date in the case of a change of control or otherwise to the extent that the performance determination has not yet been made, the Board shall assess the performance of the Corporation for the applicable period.

The individual measures considered by the Board, including the comparative weighting of such measures, shall be determined by the Board in its sole discretion having regard to the principal purposes of the PSU Plan and, upon the assessment of the Performance Criteria, the Board shall determine the Corporation’s ranking.

Measures that may be considered by the Board may include, but are not limited to, actual performance against the Corporation’s strategic plan, total shareholder return of the Corporation against certain peer group members, and the attainment of certain operational, growth and financial milestones and metrics. A payout multiplier in respect of this ranking shall be determined in the range of 0.0 to 2.0 by the Board, in its sole discretion (the “ Payout Multiplier ”).

Immediately prior to each Unit Release Date, the notional number of vested Units shall be adjusted by multiplying such number by the Payout Multiplier applicable to such Units.

Except in cases of termination of employment without cause as detailed in the paragraph below, upon the termination of the employment of a PSU Plan Participant (as a result of the participant ceasing to be actively employed by, or provide services as a consultant to the Corporation or a High Arctic Entity), any Units standing to the credit of such PSU Plan Participant which have not become vested on or before the date of the participant's termination (the “ Termination Date ”), shall immediately terminate and become null and void as of such date.

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Subject to any provisions to the contrary in the employment or consulting agreement of any particular participant, upon the termination of employment without cause of such PSU Plan Participant, unless otherwise determined by the Board in its sole discretion, those Units awarded to such PSU Plan Participant that have not yet become vested, but would be eligible for vesting and issuance during the notice period specified in such participant’s employment or consulting agreement, shall vest on the Termination Date. For a further description of the treatment of Units in the case of termination of a participant’s employment or certain transactions including the Corporation, see “ Termination and Change of Control Benefits ”.

Where the PSU Plan Participant's Termination Date occurs as a result of the participant's death, any Units standing to the credit of such Participant shall continue to vest (and be paid out) in the normal course for a period of twelve (12) months extending from the Participant's Termination Date. Any Units granted to such participant which have not become vested Units on or before the date that is the first anniversary of participant’s Termination Date shall terminate and become null and void as of such date.

In the event of a Change of Control (as such term is defined in the PSU Plan) or a determination by the Board that a Change of Control is expected to occur, the Board shall have the authority to take all necessary steps so as to ensure the preservation of the economic interests of the PSU Plan Participants in, and to prevent the dilution or enlargement of, any Units. See “ Termination and Change of Control Benefits ”.

In the event of any subdivision, consolidation, stock dividend, capital reorganization, reclassification, exchange, or other change with respect to the Common Shares, or a consolidation, amalgamation, merger, spin-off, sale, lease or exchange of all or substantially all of the property of the Corporation or other distribution of the Corporation’s assets to shareholders of the Corporation (other than the payment of ordinary cash or stock dividends in respect of the Common Shares), the number of Units then outstanding under the PSU Plan shall be adjusted in such manner, if any, as the Corporation may in its discretion deem appropriate to preserve, proportionally, the interests of PSU Plan Participants under the PSU Plan. Adjustments shall be made by the Board, whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive.

(i) ensure that Units granted under the PSU Plan will comply with any provisions respecting share units or other security based compensation arrangements in the Income Tax Act (Canada) or other laws in force in any country or jurisdiction of which a PSU Plan Participant to whom a Unit has been granted may from time to time perform services or be resident;
(ii) make amendments of a procedural or "housekeeping" nature;
(iii) change the termination provisions of a Unit granted under the PSU Plan which does not entail an extension of the expiry date of the Unit beyond the original expiry date of the Unit; or
(iv) suspend or terminate the PSU Plan.

Any such amendments shall, if made, become effective on the date selected by the Board. The Board may not, however, without the consent of the PSU Plan Participants, or as otherwise required by law, alter or impair any of the rights or obligations under any Unit theretofore granted.

Notwithstanding the above, approval of the shareholders will be required in order to:

(i) increase the maximum percentage of outstanding Common Shares reserved for issuance under the PSU Plan;
(ii) amend the determination of fair market value under the PSU Plan in respect of any Unit;
(iii) extend the expiry date of any Unit;
(iv) remove or increase any limit on grants of Units to insiders;

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(v) expand the circumstances under which Units may be assigned or transferred pursuant to the PSU Plan;
(vi) amend the class of eligible PSU Plan Participants under the PSU Plan;
(vii) amend the provisions regarding amendment to the PSU Plan; or
(viii) grant additional powers to the Board to amend the PSU Plan or any Unit without the approval of shareholders.

Upon termination of the PSU Plan, subject to a resolution of the Board to the contrary, all unvested Units shall remain outstanding and in effect and continue to vest and be paid out in accordance with the terms of the PSU Plan existing at the time of its termination and the applicable grant agreement, provided that no further Units will be credited to the account of any PSU Plan Participant. The effective date of the PSU Plan’s termination shall be the date upon which no further Units remain outstanding.

Units under the PSU Plan are not assignable nor transferable by a PSU Plan Participant in whole or in part, either directly, by operation of law or otherwise, except through devolution by death, and no right or interest of any PSU Plan Participant under the PSU Plan or to receive any payment (whether in cash or Common Shares) shall be liable for or subject to any obligation or liability of such PSU Plan Participant. Subject to the requirements of applicable law, a PSU Plan Participant may designate in writing a beneficiary under the PSU Plan.

Mr. Maguire :

1) On September 28, 2020, Mr. Maguire was granted 140,000 RSUs which were issued in settlement of his remaining 140,000 CSRSUs, all of which were released on this date.

2) On accepting the appointment to the role of CEO, Mr. Maguire was granted 99,999 RSU Units under the Corporation’s PSU Plan. This award has a grant date of June 11, 2020 and the Units which vest in equal tranches on each of March 14, 2021, March 14, 2022 and March 14, 2023 have a two year release restriction following vesting.

As at the Effective Date, 33,333 of these units have vested, although none have been released.

3) On June 11, 2020, Mr. Maguire was granted 99,999 PSU Units which vest in equal tranches on each of March 14, 2021, March 14, 2022 and March 14, 2023. Mr. Maguire’s Units have the following Performance Criteria:

performance to the budgeted Corporate EBITDA;
meeting Corporate QHSE target;
performance to Corporate growth target;
attendance on revenue generating work sites; and
personal professional development.

As at the Effective Date, the Board determined Mr. Maguire achieved 75% of the performance criteria for the first tranche of Units that vested March 14, 2021, or 25,000 Units, with 8,333 forfeiting. None of these Units have been released.

4) On June 11, 2020, Mr. Maguire was granted 99,999 RSU which vest in equal tranches on each of March 14, 2021, March 14, 2022 and March 14, 2023 and have a two year release restriction following vesting.

As at the Effective Date, 33,333 of these units have vested, although none have been released.

5) On November 27, 2017, Mr. Maguire was granted 99,999 PSU Units, which vest in equal tranches on each of March 19, 2018, March 19, 2019, and March 19, 2020. Mr. Maguire’s Units have the following Performance Criteria:

meeting targets of time spent in operational country and on High Arctic’s revenue generating work sites;
performance of the international business unit to the budgeted EBITDA;

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meeting or exceeding international business unit TRIF target;
contribution to new business targets; and
level of customer satisfaction.

The Board determined that Mr. Maguire had achieved 85% of the Performance Criteria for the first tranche of Units that vested March 19, 2018 or 28,333 Units. Further, the Board determined Mr. Maguire achieved 80% of the Performance Criteria for the second tranche of Units that vested March 19, 2019 or 28,561 Units. Lastly, the Board determined Mr. Maguire achieved 69% of the Performance Criteria for the third tranche of Units that vested March 19, 2020, or 23,000 Units. All of these Units have been released.

Mr. Ames :

1) On accepting the appointment to the role of CFO, Mr. Ames was granted 50,001 RSU Units under the Corporation’s PSU Plan. This award has a grant date of June 11, 2020 and the units which vest in equal tranches on each of March 14, 2021, March 14, 2022 and March 14, 2023 have a two year release restriction following vesting.

As at the Effective Date, 16,667 of these units have vested, although none have been released.

2) June 11, 2020, Mr. Ames was granted 52,500 PSU Units vest which vest in equal tranches on each of March 14, 2021, March 14, 2022 and March 14, 2023. Mr. Ames’s Units have the following Performance Criteria:

performance to the budgeted EBITDA;
corporate QHSE target;
performance to Corporate growth;
monthly, quarterly & annual reporting - quality and timeliness; and
personal and professional development.

As at the Effective Date, the Board determined that Mr. Ames achieved 70% of the Performance Criteria for the first tranche of Units that vested March 14, 2021 or 12,250 Units. None of these Units have been released.

3) On June 11, 2020, Mr. Ames was granted 30,000 RSU Units, which vest in equal tranches on each of March 14, 2021, March 14, 2022 and March 14, 2023 and have a two year release restriction following vesting. As at the Effective date, 10,000 Units have vested, although none have been released.

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Mr. Lambert :

1) On accepting the appointment to the role of CPO, Mr. Lambert was granted 50,001 RSU Units under the Corporation’s PSU Plan. This award has a grant date of June 11, 2020 and the Units which vest in equal tranches on each of March 14, 2021, March 14, 2022 and March 14, 2023 have a two year release restriction following vesting.

As at the Effective Date, 16,667 of these Units have vested, although none have been released.

2) On June 11, 2020, Mr. Lambert was granted 52,500 PSU Units, which vest in equal tranches on each of March 14, 2021, March 14, 2022 and March 14, 2023. Mr. Lambert’s Units have the following Performance Criteria:

corporate QHSE target;
integration of new and existing businesses;
overhead and cost efficiency;
streamlining of corporate and operational processes; and
personal professional development.

As at the Effective Date, the Board determined that Mr. Lambert had achieved 85% of the Performance Criteria for the first tranche of Units that vested March 14, 2021 or 14,875 Units. None of these Units have been released.

3) On June 11, 2020, Mr. Lambert was granted 30,000 RSU Units, which vest in equal tranches on March 14, 2021, March 14, 2022 and March 14, 2023. As at the Effective date, 10,000 Units have vested, although none have been released.

4) On September 25, 2017, Mr. Lambert was granted 60,000 RSU Units, which vested in equal tranches on September 25, 2018, September 25, 2019 and September 25, 2020. Mr. Lambert received cash for the first two tranches, which have vested. The final tranche vested on September 25, 2020 and were fully released in common shares.

Mr. Pack:

1) On June 11, 2020, Mr. Pack was granted 52,500 PSU Units, which vest in equal tranches on each of March 14, 2021, March 14, 2022 and March 14, 2023. Mr. Pack’s Units have the following Performance Criteria:

performance to the budgeted EBITDA;
meeting Corporate QHSE target;
contribution to North America growth targets; and
mentoring and knowledge transfer.

As at the Effective Date, the Board determined that Mr. Pack had achieved 44% of the Performance Criteria for the first tranche of Units that vested March 14, 2021 or 7,700 Units. None of these Units have been released.

2) On March 14, 2018 Mr. Pack was granted 25,000 PSU Units which vested in equal tranches on March 14, 2019, March 14, 2020 and March 14, 2021. All of these Units have vested, and have been released.

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Mr. Ward:

1) On June 11, 2020, Mr. Ward was granted 52,500 PSU Units, which vest in equal tranches on each of March 14, 2021, March 14, 2022 and March 14, 2023. Mr. Ward’s Units have the following Performance Criteria:

performance to the budgeted PNG EBITDA target;
meeting PNG QHSE target;
contribution to PNG growth target;
meeting targets of time spent in PNG revenue generating work sites; and
level of customer satisfaction.

As at the Effective Date, the Board determined that Mr. Ward had achieved 77% of the Performance Criteria for the first tranche of Units that vested March 14, 2021 or 13,475 Units. All of the Units associated with this first tranche have been released.

2) In 2019, Mr. Ward was granted 30,000 RSU Units, which vested in equal tranches on November 12, 2019, March 14, 2020 and March 14, 2021. All of the Units that have vested have been released.

3) On September 25, 2017, Mr. Ward was granted 10,000 PSU Units, which vested in equal tranches on each of September 25, 2018, September 25, 2019 and September 25, 2020. All of these Units vested and have been released.

As at December 31, 2020, there were 798,234 Units outstanding in the PSU Plan, representing approximately 1.64% of the issued and outstanding Common Shares, leaving 4,077,732 Units available for grant, or 8.36% of the issued and outstanding Common Shares, if Common Shares issuable in the DSU Plan and Option Plan are not included in such calculation.

D. DSU Plan

The Corporation adopted the DSU Plan at the annual general and special meeting of the shareholders held on May 10, 2017. The DSU Plan allows the Board (or an appointee of the Board) to grant DSUs, each of which is a unit that is equivalent in value to a Common Share (or cash equivalent thereof). DSUs will be fully vested upon grant and a DSU Participant (as defined below) will have the right to receive, at the election of the Corporation, either a cash payment or the issuance of Common Shares on the Redemption Date (as defined below).

The principal purposes of the DSU Plan are to provide non-employee directors of the Corporation and the High Arctic Entities with the opportunity to acquire DSUs to enable them to participate in the long-term success of Corporation and to promote a greater alignment of interests between directors of the Corporation and its shareholders. Any individual who is a non-employee member of the Board (an “ Eligible Director ”) of the Corporation or of a High Arctic Entity is eligible to participate in the DSU Plan.

The DSU Plan is administered by the Board or an appointee of the Board, which, from time to time in its sole discretion, will grant DSUs to Eligible Directors (“ DSU Participants ”).

In addition to discretionary grants, a DSU Participant may elect to receive all or a portion of that DSU Participant’s total cash compensation (which includes annual retainer, attendance fee and discretionary compensation payable to such director) in the form of DSUs. The number of DSUs to be credited to a DSU Participant for services in a financial quarter will be determined by dividing the total amount of compensation that the DSU Participant elected to receive in DSUs (payable by the Corporation on the last day of such financial quarter (the “ Purchase Date ”)) by the fair market value as at the Purchase Date, or such other date as otherwise determined by the Board in its discretion.

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DSUs that are granted under the DSU Plan that expire, terminate, or are cancelled or settled for any reason without being in the form of Common Shares issued, shall result in the Common Shares that were reserved for issuance under the DSU Plan being available for a subsequent grant of DSUs pursuant to the DSU Plan. Any increase in the issued and outstanding Common Shares (whether it is a result of settlement of DSUs or otherwise) will result in an increase in the number of Common Shares that may be issued pursuant to DSUs outstanding at any time and any increase in the number of DSUs granted will, upon the issue of Common Shares pursuant thereto, make new grants available under the DSU Plan.

On any date on which a cash dividend is paid on the Common Shares, a DSU Participant's account will be credited with a dividend equivalent in the form of a number of DSUs (including fractional DSUs, computed to three digits) calculated by multiplying the amount of the dividend per Common Share by the aggregate number of DSUs that were credited to the DSU Participant's account as of the record date for payment of the dividend, and dividing that amount by the fair market value on the date on which the dividend is paid.

A DSU Participant will have the right to receive, at the election of the Corporation, either a cash payment or the issuance of Common Shares in respect of the settlement of the DSUs recorded in the DSU Participant's account, on the later of the following dates (the " Redemption Date "):

(i) the third business day following the date on which the DSU Participant ceases to serve as a director of, and is not an employee or officer of, the Corporation or a High Arctic Entity (the " Separation Date "); or
(ii) such later date as may be agreed in writing between the Corporation and the DSU Participant before the Separation Date.

A DSU Participant who is not a U.S. Director (as such term is defined in the DSU Plan) will receive (a) a payment (the " Cash Payment ") equal in value to the number of DSUs recorded in the DSU Participant’s account on the Separation Date multiplied by the fair market value per Common Share on the Redemption Date, less any applicable withholding taxes, or (b) issuance from treasury of the Corporation of that number of Common Shares for the DSUs recorded on the DSU Participant’s account, less applicable withholding taxes. A DSU Participant who is a U.S. Director will receive cash equal to the fair market value of the Common Shares on the Separation Date multiplied by the number of DSUs recorded on the DSU Participant’s account, net of any applicable withholding tax.

In the event the Corporation elects to settle the DSUs through the issuance of Common Shares, the Corporation has the option to either: (i) issue to the DSU Participant that number of Common Shares from treasury equal to the number of DSUs in the DSU Participant's account that are being settled less withholding taxes; or (ii) pay to a broker designated by the Corporation the Cash Payment less withholding taxes, and the broker will, as soon as practicable thereafter use all of the cash to purchase Common Shares on behalf of such DSU Participant on the TSX.

If on the Redemption Date a Black-Out Period has been imposed upon a DSU Participant which is still in effect, then the Redemption Date shall occur within ten days following the expiry of the Black-Out Period.

In the event of the death of a DSU Participant, the Corporation will, within two months of the DSU Participant's death, pay cash equal to the fair market value of the Common Shares multiplied by the number of DSUs recorded on the DSU Participant’s account which would be deliverable to the DSU Participant if the DSU Participant had ceased being a director, in respect of the DSUs credited to the deceased DSU Participant's account (net of any applicable withholding tax) to or for the benefit of the DSU Participant’s beneficiary.

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In the event of any subdivision, consolidation, stock dividend, capital reorganization, reclassification, exchange, or other change with respect to the Common Shares, or a consolidation, amalgamation, merger, spin-off, sale, lease or exchange of all or substantially all of the property of the Corporation or other distribution of the Corporation’s assets to shareholders of the Corporation (other than the payment of ordinary course cash or stock dividends in respect of the Common Shares), the number of DSUs then outstanding under the DSU Plan shall be adjusted in such manner, if any, as the Corporation may in its discretion deem appropriate to preserve, proportionally, the interests of DSU Participants under the DSU Plan. Adjustments shall be made by the Board, whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive.

Subject to the policies, rules and regulations of any lawful authority having jurisdiction over the Corporation, the Board may at any time, without further action by, or approval of, the shareholders, amend the DSU Plan or any DSU granted under the DSU Plan in such respects as it may consider advisable and, without limiting the generality of the foregoing, it may do so to: ensure that DSUs granted under the DSU Plan will comply with any provisions respecting deferred share units or other security based compensation arrangements in the Income Tax Act (Canada) or other laws in force in any country or jurisdiction of which a DSU Participant to whom a DSU has been granted may from time to time perform services or be resident; make amendments of a procedural or "housekeeping" nature; suspend or terminate the DSU Plan. Any such amendments shall, if made, become effective on the date selected by the Board.

The Board may not, however, without the consent of the DSU Participants, or as otherwise required by law, alter or impair any of the rights or obligations under any DSUs theretofore granted. Shareholder approval shall be obtained for any amendments as required by the TSX, including, among other things, in relation to an amendment to remove or exceed insider participation limits under the DSU Plan and amendments to the amending provision.

DSUs under the DSU Plan are not assignable nor transferable by a DSU Participant in whole or in part, either directly, by operation of law or otherwise, except through devolution by death, and no right or interest of any DSU Participant under the DSU Plan or to receive any payment (whether in cash or Common Shares) shall be liable for or subject to any obligation or liability of such DSU Participant. Subject to the requirements of applicable law, a DSU Participant may designate in writing a beneficiary under the DSU Plan.

On May 15, 2020, each Board member was granted 22,500 DSUs, which were issued in respect of 2019 Board service, as no DSUs were granted in 2019.

On May 26, 2020, Mr. Binnion was granted 55,689 DSUs, reflecting 2019 unpaid Board Chair retainer fees.

On May 26, 2020, Mr. Strong was granted 5,000 DSUs in recognition of the incremental work taken on as the Chair of the Audit Committee.

On December 11, 2020, each Board member was granted 22,500 DSUs, which were issued in respect of 2020 Board service.

On December 31, 2020, the following Board members were granted the following DSUs in lieu of cash payment for Director fees earned:

-	Michael Binnion	14,687
-	Daniel Bordessa	6,785
-	Joe Oliver	6,356
-	Ember Shmitt	6,098

During 2020, 8,622 DSUs were exercised by Jim Hodgson, and settled in cash upon his departure from the Corporation.

No DSUs were granted in 2019. On May 9, 2019, 8,035 DSUs were exercised by Steven Vasey, upon his resignation from the Board.

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As at December 31, 2020, there were 523,117 DSUs outstanding, representing approximately 1.07% of the issued and outstanding Common Shares, leaving 4,352,849 DSUs available for grant, or 8.93% of the issued and outstanding Common Shares, if Common Shares issuable in the PSU Plan and Option Plan are not included in such calculation. Subject to the terms of the DSU plan, the settlement of any DSUs to be redeemed, will be by cash payment until the balance of DSUs outstanding is below 1.00% of the issued and outstanding Common Shares.

Summary of Outstanding Equity Plans:

The table below summarizes the total securities outstanding under the Corporation’s long-term incentive plans as at December 31, 2020:

	Options	Units	DSU	Total
Total Outstanding	265,500	798,234	523,117	1,586,851
% ofCommonShares	0.54%	1.64%	1.07%	3.25%

Burn Rates

The Corporation's annual burn rate, as described in Section 613(d) of the TSX Company Manual, under each security-based compensation arrangement is as follows:

Security-Based Compensation Arrangement	Fiscal 2018 (%)	Fiscal 2019 (%)	Fiscal 2020 (%)
Option Plan	0.67	0.00	0.00
EDSIP(1)	0.00	N/A	N/A
PSUPlan(2)	0.54	0.13	1.83
DSUPlan(2)	0.21	0.02	0.75
Total	1.42	0.15	2.58

(1) The Corporation’s EDSIP was terminated on June 30, 2018.

(2) The Corporation’s PSU Plan and DSU Plan were adopted on May 10, 2017.

The burn rate is calculated as a percentage, being the number of securities granted under a specific arrangement during the applicable fiscal year, divided by the weighted average number of securities outstanding for the applicable fiscal year. The burn rates are subject to change from time to time, based on the number of Options, Incentive Shares, Units and DSUs granted and the total number of Common Shares issued and outstanding.

Other Elements of Compensation

Benefits and Perquisites

In addition to the compensation elements set out above, the Named Executive Officers also participate in the Corporation’s benefit plans that are available to all employees. The level of other perquisites depends on the employee’s position. The purpose of the benefits and perquisites is to attract, retain and motivate the employees.

At the discretion of the Board, certain Named Executive Officers may also be entitled to receive an automobile and parking allowance.

The Corporation also offers a Group Registered Retirement Savings Plan (“ RRSP Plan ”) that is available to full-time and part-time employees, including the Named Executive Officers that are resident in Canada. Participation into the RRSP Plan is voluntary, and employees can enroll immediately upon employment. Employer matching contributions begin after 6 months of continuous service. Matching contributions are between 3% - 5%, depending on length of service.

The overall contributions of the RRSP plan is capped at the allowable limits applicable to an RRSP under the Income Tax Act (Canada).

The Named Executive Officers residing in Australia participate in a statutory superannuation benefit plan that is intended to provide pension benefits to Australian based employees at the cost of the Corporation. For Messrs. Maguire, Lambert and Ward, this amounted to approximately $19,741 each in 2020.

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NEO 2020 Performance

In assessing the performance of each NEO for 2020, the CEO, as well as the Remuneration Committee considered the following performance criteria:

NEO contributions to the development and execution of the Corporation’s business plans and strategies;
Performance of the NEO’s regional business units / functional areas;
Prioritization of safety as a critical focus area and key measure of success;
Achievement of their top five priorities;
Level and scope of responsibility;
Tenure with the Corporation;
Demonstrated leadership ability;
Teamwork; and
Work ethic.

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IV. Summary Compensation Table of Named Executive Officers

The following table sets forth all annual and long-term compensation for the financial year ended December 31, 2020, with comparative information for years ended December 31, 2019 and December 31, 2018, for services in all capacities to the Corporation and its subsidiaries, if any, in respect of the Named Executive Officers.


			SUMMARY COMPENSATION TABLE
Name and Principal Position	Year Ended Dec. 31	Salary ($)	Share- Based Awards ($)(1)	Option- Based Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)		Pension Value ($)	All Other(4) Compensation ($)	Total Compensation ($)(12)
					Annual Incentive Plans(3)	Long- Term Incentive Plans
Michael J. Maguire CEO(5)	2020 2019 2018	323,645 322,938 339,045	227,998 - -	- - -	39,301 146,827 117,209	- - -	19,741 19,111 19,655	2,000 4,761 5,362	612,685 493,637 481,271
Christopher C. Ames VP Finance & CFO(6)	2020 2019 2018	191,085 N/A N/A	100,701 N/A N/A	- N/A N/A	- N/A N/A	- N/A N/A	- N/A N/A	6,214 N/A N/A	298,000 N/A N/A
J. Cameron Bailey CEO(7)	2020 2019 2018	91,639 387,000 360,000	- - 187,000	- - -	- 135,000 -	- - -	- - -	189,950 4,200 4,200	281,589 526,200 551,200
James Hodgson CFO(8)	2020 2019 2018	34,375 275,000 172,933	- - 97,250	- - 175,047	- 25,000 -	- - -	- - -	96,956 4,200 28,455	131,331 304,200 473,685
Stephen Lambert VP Business Support &CPO (9)	2020 2019 2018	277,410 273,983 280,923	100,701 - -	- - -	19,651 58,544 58,603	- - -	19,741 19,162 19,655	2,000 4,761 5,362	419,503 356,450 364,543
Donald Pack Sr. VP, Canadian Operations(10)	2020 2019 2018	238,609 250,000 250,000	39,900 - 93,500	- - -	28,500 75,000 100,000	- - -	- - -	4,200 4,200 4,200	311,209 329,200 447,700
Samuel Ward VP Operations - PNG(11)	2020 2019 2018	268,163 269,700 281,300	39,900 23,400 -	- - -	15,719 23,603 23,473	- - -	19,741 19,266 21,302	- - -	343,523 335,969 326,075

PSU Plan: All 2020 amount reflect the grant date fair value of Units awarded determined by multiplying the number of Units granted by $0.76, the trading value of the Common Shares at the time of grant.

Mr. Bailey and Mr. Pack’s 2018 amounts reflect the grant date fair value of Units awarded determined by multiplying the number of Units granted by $3.74, the trading value of Common Shares at the time of grant.

Mr. Hodgson’s 2018 amount reflects the grant date fair value of Units awarded determined by multiplying the number of Units granted by $3.89, the trading value of Common Shares at the time of grant.

(2) “ Option-Based Award ” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights and similar instruments that have option-like features. The reported amounts reflect options awarded under the Option Plan and were calculated using the Black-Scholes model based on a trading value at award equal to the exercise price. This method is the same as the methodology used by the Corporation in calculating stock option compensation in its audited financial statements.

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(3) Annual Incentive Plans are awarded and paid in the year following the period in which the performance took place.
(4) Other compensation includes severance amounts, parking allowances. The amounts noted in 2020 for Mr. Bailey and Mr. Hodgson include severance paid at the conclusion of employment with the Company.
(5) Mr. Maguire was appointed as Chief Executive Officer on March 23, 2020. Previously, he was President, International from December 2016. His remuneration has been converted from Australian dollars to Canadian dollars at an average annual exchange rate, except for his annual incentive plan payments which has been converted in part from US dollars at the rate on the day of payment.
(6) Mr. Ames was appointed as Vice-President Finance and Interim Chief Financial Officer in February 2020, and Vice-President Finance and Chief Financial Officer in March 2020. Mr. Ames resigned as Vice-President and Chief Executive Officer on April 2, 2021.
(7) Mr. Bailey was appointed Chief Executive Officer in November 2017, and departed as Chief Executive Officer on March 23, 2020.
(8) Mr. Hodgson was appointed Chief Financial Officer on May 18, 2018 after resigning from the Board of Directors on May 10, 2018. He served on the Board of Directors from July 20, 2017 to May 10, 2018. The amounts under “All Other Compensation” include total cash amount paid to Mr. Hodgson for his service on the board of directors, including retainers and meeting fees. Mr. Hodgson did not receive any compensation for serving as a director of the Corporation from the time he was appointed as Chief Financial Officer. Mr. Hodgson departed as Chief Financial Officer on February 14, 2020.
(9) Mr. Lambert was appointed Vice-President Business Support and Chief Process Officer in March 2020, serving previously as Director, Quality and Risk from May 2019, and as General Manager International from January 2017. His remuneration has been converted from Australian dollars to Canadian dollars at the average annual exchange rate, except for his annual incentive plan payment which has been converted in part from US dollars at the rate on the day of payment.
(10) Mr. Pack was appointed Executive Vice President in March 2020, serving previously as Sr. VP, Canadian Operations from June 2017.
(11) Mr. Ward was appointed Vice President Operations - PNG in March 2020. Previously, he was Senior Operations Manager in PNG from October 2017. His remuneration has been converted from Australian dollars to Canadian dollars at an average annual exchange rate, except for his annual incentive plan payments which has been converted in part from US dollars at the rate on the day of payment.
(12) The NEOs receive minimal perquisites/other benefits. However, none of the NEOs are entitled to perquisites or other personal benefits which in the aggregate, are worth over $50,000 or over 10% of their base salary.

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V. Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth details of all awards outstanding for each Named Executive Officer of the Corporation as of the most recent financial year end, including awards granted before the most recently completed financial year.

		Option-Based Awards	Option-Based Awards		Share-Based Awards	Share-Based Awards
Name and Title	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised in-the-money Options(1)(2) ($)	Number of Shares or Share Units that have not vested (#)	Market or Payout Value of Share- Based Awards that have not vested(3) ($)	Market or Payout Value of vested Share- Based Awards not paid out or distributed(4) ($)
Michael J. Maguire CEO	Nil	Nil	Nil	Nil	299,997	347,997	Nil
Christopher C. Ames VP Finance and CFO	Nil	Nil	Nil	Nil	132,501	153,701	Nil
Stephen Lambert VP Business Support and CPO	Nil	Nil	Nil	Nil	132,501	153,701	Nil
Donald Pack Sr. VP, Canadian Operations	50,000	3.75	December 27, 2022	Nil	60,833	70,566	23,685
Samuel Ward VP Operations - PNG	Nil	Nil	Nil	Nil	62,928	72,997	Nil

(1) Unexercised “in-the-money” options refer to the options in respect of which the market value of the underlying securities exceeded the exercise or base price of the option at the financial year end.

(2) The aggregate of the excess, if any, between the market value of the Common Shares as at December 31, 2020 (the last day the Common Shares traded in the most recently completed financial year), being $1.16 per Common Share, and the exercise price of the options.

(3) The aggregate of the market value of the unvested Common Shares held under the PSU Plan as at December 31, 2020 (the last day the Common Shares traded in the most recently completed financial year), being $1.16 per Common Share.

(4) The aggregate of the market value of the vested Common Shares held under the PSU Plan as at December 31, 2020 (the last day the Common Shares traded in the most recently completed financial year), being $1.16 per Common Share.

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Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets forth the value of option-based awards, share-based awards and non-equity incentive plan compensation which vested or was earned during the most recently completed financial year for each Named Executive Officer.

Name and Title	Option-Based Awards - Value vested during the year(1) ($)	Share-Based Awards - Value vested during the year(2) ($)	Non-Equity Incentive Plan Compensation - Value earned during the year ($)
Michael J. Maguire Chief Executive Officer	Nil	111,903	39,301
J. Cameron Bailey Chief Executive Officer	Nil	15,807	-
Christopher C. Ames VP Finance & Chief Financial Officer	Nil	Nil	-
James Hodgson Chief Financial Officer	Nil	7,724	-
Stephen Lambert VP Business Support and Chief Process Officer	Nil	14,153	19,651
Don Pack Sr. VP, Canadian Operations	Nil	7,903	28,500
Samuel Ward VP Operations - PNG	Nil	10,497	15,719

(1) Calculated based on the difference between the closing price of the Common Shares on the vesting date and the exercise price of the stock options.

(2) Calculated based on the closing price of the Common Shares on the vesting date.

VI. Group Savings and Retirement Plan

The Corporation has a group RRSP savings plan as described above under the heading “ Other Elements of Compensation - Benefits and Perquisites”.

VII. Termination and Change of Control Benefits

The Corporation has entered into employment agreements with Messrs. Maguire, Ames, Lambert, Pack and Ward (the “ Employment Agreements ”). Each of the Employment Agreements provides for the NEO’s annual base salary, vacation entitlement and benefits.

Certain Employment Agreements have entitlements on termination and change of control as follows:

Termination Event Provisions in employment agreements of Named Executive Officers

Resignation

all salary and benefit programs end;
vested stock options must be exercised within 90 days (per the Option Plan); and
Units that are vested will be released on their respective Unit Release Date and Units that are not vested, but would be eligible for vesting during the notice period specified in the employee’s employment or consulting agreement, will vest on the Termination Date (per the PSU Plan).

Retirement

all salary and benefit programs end;
vested stock options must be exercised within 90 days (per the Option Plan); and

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Termination Event Provisions in employment agreements of Named Executive Officers

Units that are vested will be released on their respective Unit Release Date and Units that are not vested, but would be eligible for vesting during the notice period specified in the employee’s employment or consulting agreement, will vest on the Termination Date (per the PSU Plan).

Death

all salary and benefit programs end;
vested stock options must be exercised within one year (per the Option Plan); and
Units that are vested will be released and Units will continue to vest and be released for a period of twelve (12) months extending from the Termination Date (per the PSU Plan) and Units that are not vested within the first anniversary of death will terminate.

Termination without cause

pay in lieu of notice equal to between one and three months’ salary.
for Mr. Maguire, within the first three years of employment, pay in lieu of notice equal to four months’ salary. Thereafter, the notice period will increase by one month per year of service to a maximum of twelve months;
vested stock options must be exercised within 90 days (per the Option Plan); and
Units that are vested will be released on their respective Unit Release Date and Units that are not vested, but would be eligible for vesting during the notice period specified in the employee’s employment or consulting agreement, will vest on the Termination Date (per the PSU Plan).

Termination for cause

all salary and benefit plans end on the date of termination;
all unvested and vested stock options that have not been exercised are cancelled as of the option holder’s date of termination; and
Units that are vested will be released on their respective Unit Release Date and Units that are not vested shall immediately terminate (per the PSU Plan).

Change of Control

For Mr. Maguire, payment equal to base salary and benefits for eighteen months;
vested stock options must be exercised within 90 days and unvested stock options may be deemed vested at the discretion of the Board of Directors (per the Option Plan); and
the PSU Plan provides the Board with the ability to preserve Unit benefits through the issuance of replacement units, which vest under similar terms and conditions of the existing Units, or cause all Units to vest prior to the change of control, or any combination of these alternatives.

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Change of Control

The Employment Agreement of Mr. Maguire contains specific provisions relating to a “change of control”. Under the Employment Agreement:

(a) in the event that there is a change of control, merger, amalgamation or reorganization of the Corporation or a sale of all or substantially all of its assets (a “ Trigger Event ”); and
as a result of the Trigger Event, that person is demoted, has a substantial reduction in responsibilities or is terminated or constructively dismissed,

then Mr. Maguire is entitled to resign his employment and receive a severance payment equal to the aggregate of his base salary, vehicle allowance, insurance benefit program (based on employer contributions) and employer pension contributions based on the preceding 18 months, which shall be paid as a retiring allowance if requested by the employee. Mr. Maguire has 60 days following the Trigger Event to exercise his discretion to resign. The Employment Agreement also provides that he will be entitled to payment of any bonuses pursuant to any bonus plan that have accrued to the date of termination.

Specific Payments Upon Termination of Employment

The following table sets out the estimated payments that Named Executive Officer would be entitled to upon resignation, retirement, termination without cause, termination for cause and a change of control, based on the compensation payouts for the year ended December 31, 2020:

Name	Event	Severance Period (# of months)	Base Salary(1) ($)	Benefits Value(2) ($)	Options Value(3) ($)	Share-based Awards Value ($)	Total incremental obligation ($)
Michael J. Maguire	Resignation Retirement Termination without cause Termination for cause Change of Control	- - 9 - 18	- - 242,734 - 485,467	- - 36,410 - 72,820	- - - - -	-(4) -(4) -(4) -(4) 347,997(5)	- - 279,144 - 906,284
Christopher C. Ames	Resignation Retirement Termination without cause Termination for cause Change of Control	- - - - -	- - - - -	- - - - -	- - - - -	- - - - -	- - - - -
Stephen Lambert	Resignation Retirement Termination without cause Termination for cause Change of Control	- - 3 - -	- - 69,353 - -	- - 10,403 - -	- - - - -	- - - - 153,701(5)	- - 79,756 - 153,701
Donald Pack	Resignation Retirement Termination without cause Termination for cause Change of Control	- - - - -	- - - - -	- - - - -	- - - - -	23,685(4) 23,685(4) 23,685(4) - 94,252(5)	23,685 23,685 23,685 94,252
Samuel Ward	Resignation Retirement Termination without cause Termination for cause Change of Control	- - 3 - -	- - 67,041 - -	- - 10,056 - -	- - - - -	- - - - 72,997	- - 77,097 - 72,997

(1) The Named Executive Officers’ monthly salary on December 31, 2020 multiplied by the number of months in the severance period. For individuals paid in Australian dollars, the amount is converted to Canadian dollars at a rate of 0.94.

(2) The value of 15% of the Named Executive Officers’ severance base salary to compensate for the loss of benefits.

(3) The total value of unexercised stock options that are in-the-money based on $1.16, the closing price of the Common shares of the Corporation on the TSX on December 31, 2020.

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(4) The value of Units that had vested as at December 31, 2020 based on $1.16, the closing price of the Common shares of the Corporation on the TSX on December 31, 2020.
(5) The total value of vested and unvested Units based on $1.16, the closing price of the Common shares of the Corporation on the TSX on December 31, 2020.

VIII. Other Compensation

Other than as set forth herein, the Corporation did not pay any other compensation to Named Executive Officers (including personal benefits and securities or properties paid or distributed which compensation was not offered on the same terms to all full time employees) during the last completed financial year other than benefits and perquisites which did not amount to greater than $50,000 or 10% of their base salary, per individual.

PERFORMANCE GRAPH

The following graph compares the yearly change in cumulative shareholder return over the periods indicated (assuming a $100 investment was made on December 31, 2015) on the Common Shares of the Corporation, with the cumulative total return of the S&P/TSX Composite Index from December 31, 2015 to December 31, 2020.

==> picture [398 x 219] intentionally omitted <==

Date 2015 2016 2017 2018 2019 2020	S&P Composite Index 13,009 15,287 16,209 14,323 17,063 17,433	Market Price per Common Share $3.49 $5.30 $3.91 $3.17 $2.31 $1.16	Annual Dividends per Common Share
			$0.198 $0.198 $0.198 $0.198 $0.198 $0.033

The trend in the performance graph does not directly correlate to the trend of the compensation paid to the Named Executive Officers.

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The Corporation has concluded that management must be compensated based on competitive market conditions and the value of the services provided, irrespective of Common Share price movements. The trading price of the Common Shares directly impacts the benefits enjoyed by the Named Executive Officers as a result of the Named Executive Officers’ participation in the equity-based incentive plans offered by the Corporation.

STATEMENT OF DIRECTOR COMPENSATION

As at December 31, 2020, the Corporation had six directors. On March 23, 2020, Mr. J. Cameron Bailey departed the Corporation and resigned from the Board of Directors and was not replaced. Mr. Bailey did not receive any additional compensation for services rendered in his capacity as a member of the Board of Directors. For a description of the compensation paid to Mr. Bailey, please see “ Statement of Executive Compensation ” above .

For the year ended December 31, 2020, all Directors received an annual retainer of $20,000 each, a reduction from $24,000, or 16% from the prior year.

Further annual retainers are paid to the following chairs:

Position	Additional Compensation - 2020
Chair of the Board	$40,000
Chair of the Audit Committee	$12,000
Chair of the Remuneration Committee	$2,000
Chair of the Governance and Nominating Committee	$2,000
Chair of the Quality, Health, Safety and Environmental Committee	$2,000
Chair of the Mergers and Acquisitions Committee	$2,000

The directors received a further $800 per meeting of the Board and audit committee and for meetings of other committees that are not otherwise part of a board meeting.

I. Director Compensation Table

The following table sets forth all compensation provided to directors of the Corporation in the financial year ended December 31, 2020.

Name of Director	Fees Earned ($)	Share- Based Awards(1) ($)	Option- Based Awards(2) ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Comp- ensation ($)	Total ($)
Simon P.D. Batcup	44,075	52,200	nil	nil	nil	nil	96,275
Michael Binnion	75,055	116,800	nil	nil	nil	nil	191,855
Daniel J. Bordessa	43,715	52,200	nil	nil	nil	nil	95,915
Joe Oliver	47,530	52,200	nil	nil	nil	nil	99,730
Ember W.M. Shmitt	39,275	52,200	nil	nil	nil	nil	91,475
Douglas J.Strong	62,480	58,000	nil	nil	nil	nil	120,480
	312,130	383,600	nil	nil	nil	nil	695,730

(1) “ Share-Based Award ” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units and stock. The value attributed is calculated based on $1.16, the closing price of the Common shares of the Corporation on the TSX on December 31, 2020, multiplied by the number of awards (DSUs) issued in the year. Figures include issuances made in 2020 related to service in 2019, as further outlined in “ Long-Term Equity Incentive Plans, D) DSU Plan ”.

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(2) “Option-Based Award ” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights and similar instruments that have option-like features. The Corporation did not make any option-based awards to a director during 2020.

II. Incentive Based Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth details of all awards outstanding for each independent director of the Corporation as of the most recent financial year end, including awards granted before the most recently completed financial year.

		Option-Based Awards	Option-Based Awards		Share-Based Awards	Share-Based Awards	Share-Based Awards
Name of Director	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised in-the- money Options(1)(2) ($)	Number of Shares or Units of Shares that have not vested (#)	Market or Payout Value of Share- Based Awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed(3) ($)
Simon P.D. Batcup	25,000	3.46	Jan 3, 2021	nil	nil	nil	62,291
Michael Binnion	25,000	3.46	Jan 3, 2021	nil	nil	nil	277,334
Daniel J. Bordessa	nil	n/a	n/a	nil	nil	nil	70,161
Joe Oliver	25,000	3.67	Sep 7, 2021	nil	nil	nil	69,664
Ember W.M. Shmitt	nil	n/a	n/a	nil	nil	nil	69,365
Douglas J. Strong	nil	n/a	n/a	nil	nil	nil	58,000

(1) Unexercised “in-the-money” options refer to the options in respect of which the market value of the underlying securities as at the financial year end exceeds the exercise or base price of the option.

(2) The aggregate of the difference between the market value of the Common Shares as at December 31, 2020 (the last day the Common Shares traded in the most recently completed financial year), being $1.16 per Common Share, and the exercise price of the options.

(3) The total value of DSUs that had vested as at December 31, 2020 based on $1.16, the closing price of the Common shares of the Corporation on the TSX, on December 31, 2020.

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Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets forth the value of option-based awards and share-based awards which vested or were earned during the most recently completed financial year for independent directors of the Corporation.

Name of Director	Option-Based Awards - Value vested during the year(1) ($)	Share-Based Awards - Value vested during the year(2) ($)	Non-Equity Incentive Plan Compensation - Value earned during the year ($)
Simon P.D. Batcup	nil	52,200	nil
Michael R. Binnion	nil	116,800	nil
Daniel J. Bordessa	nil	52,200	nil
Joe Oliver	nil	52,200	nil
Ember W.M.Shmitt	nil	52,200	nil
Douglas J. Strong	nil	58,000	nil

(1) No Option-Based Awards were granted to or vested for directors during the year.

(2) The total value of DSUs that had vested during the year based on $1.16, the closing price of the Common shares of the Corporation on the TSX, on December 31, 2020.

The significant terms of the Option Plan and the DSU Plan are disclosed in this Circular under “ Long-term Equity Incentive Plans .”

III. Other Compensation

Other than as set forth herein, the Corporation did not pay any other compensation to directors (including personal benefits and securities or properties paid or distributed which compensation was not offered on the same terms to all full time employees) during the last completed financial year other than benefits and perquisites which did not amount to $10,000 or greater per individual.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth securities of the Corporation that are authorized for issuance under equity compensation plans as at December 31, 2020 (the Corporation’s most recently completed financial year).

Number of securities to be issued upon exercise or release of outstanding options and awards	Weighted average exercise price of outstanding options and awards	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column 1)(1)
265,500 Common Shares under the Option Plan (0.54% of the issued and outstanding shares) 798,234 Common Shares under the PSU Plan (1.64% of the issued and outstanding shares) 523,117 Common Shares under the DSU Plan (1.07% of the issued and outstanding shares)	$3.72 per Common Share N/A N/A	2,204,624 Common Shares (4.52% of the issued and outstanding shares) 607,608 Common Shares (1.25% of the issued and outstanding shares) 476,883 Common Shares (0.98% of the issued and outstanding shares)

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Plan Category	Number of securities to be issued upon exercise or release of outstanding options and awards	Weighted average exercise price of outstanding options and awards	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column 1)(1)
Equity compensation plans not approved by security holders	Nil	Nil	Nil
Total	1,586,851Common Shares (3.25% of the issued and outstanding shares)	$3.72 per Common Share	3,289,115 Common Shares (6.75% of the issued and outstanding shares)

(1) The total number of securities remaining available for future issuance under equity compensation plans is calculated as 10% of the issued and outstanding Common Shares at December 31, 2020, less the outstanding Options, Incentive Shares, Units and DSUs.

CORPORATE GOVERNANCE DISCLOSURE

The Board of Directors of the Corporation is responsible for all corporate governance matters relating to the Corporation. Corporate governance relates to the activities of the Board of Directors, the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Board of Directors and who are charged with the day to day management of the Corporation. The Board of Directors is committed to sound corporate governance practices, which are in the interest of its shareholders and contribute to effective and efficient decision making.

National Instrument 58-101 - Disclosure of Corporation Governance Practices (“ NI 58-101 ”) requires an issuer that solicits proxies from its security holders for the purpose of electing directors to include certain prescribed disclosure respecting corporate governance matters in its information circular. The prescribed corporate governance disclosure is set out below.

Board of Directors

As of December 31, 2020, the Board of Directors was composed of six (6) members, all of whom are independent directors based upon the Board's assessment of the meaning of independence provided in NI 58-101.

During 2020, the directors held no formal meetings where members of management were not in attendance. The Board ensures open and candid discussion among its directors by continuously monitoring situations where a conflict of interest or perceived conflict of interest with respect to a director may exist. In cases where such a conflict of interest or perceived conflict of interest is identified, it is addressed in accordance with the Business Corporations Act (Alberta). The Board may determine that it is appropriate to hold an in camera session excluding a director with a conflict of interest or perceived conflict of interest or such director may consider that it is appropriate to recuse himself/herself from considering and voting with respect to the matter under consideration.

Michael Binnion is the current Chairman of the Board. In accordance with the mandate of the Chairman, the Chairman presides at all meetings of the Board of Directors and, unless otherwise determined and at all meetings of shareholders. The Chairman’s primary role is managing the affairs of the Board, including ensuring the Board is organized properly, functions effectively and meets its obligations and responsibilities, including general governance standards.

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Among other things, the Chairman is to ensure corporate strategy, annual operating plans and performance reports are presented to the Board, ensure the CEO presents management development and succession plans at least annually and implements them and foster a constructive and harmonious relationship between the Board and management.

The following table sets forth: (i) the name of each reporting issuer, other than the Corporation, of which a director of the Corporation is also a director; and (ii) the attendance record for each director for all meetings of the Board of Directors for 2020.

Name of Director	Other Reporting Issuers	Attendance Record at the Corporation's 2020 Board Meetings
Simon P. D. Batcup	None	9 of 9 meetings
Michael R. Binnion	Questerre Energy Corporation Huntington Exploration Inc.	9 of 9 meetings
Daniel J. Bordessa	None	9 of 9 meetings
Joe Oliver	Firm Capital Mortgage Investment Corporation	9 of 9 meetings
Ember Shmitt	None	9 of 9 meetings
Douglas J. Strong	None	9 of 9 meetings
J. Cameron Bailey(1)	None	2 of 2 meetings

(1) Mr. Bailey resigned as a director on March 23, 2020.

Board Mandate

The principal mandate of the Board of Directors is to oversee the management of the business and affairs of the Corporation and monitor the performance of management. Attached as Exhibit I to this Circular is the complete text of the Mandate of the Board of Directors.

Position Descriptions

The Board of Directors have developed a written position description for the Chairman.

The Board of Directors and the Chief Executive Officer have developed a written position description for the Chief Executive Officer . The Board of Directors currently sets the annual objectives of the Corporation, which become the objectives against which the Chief Executive Officer's performance is measured.

The Board of Directors have adopted written terms of reference for each of the Board committees, clearly delineating the roles and responsibilities attributed to each.

Orientation and Continuing Education

The Corporation has a formal orientation and training program in place. New members of the Board of Directors receive an information package and must attend a formal orientation session presented by the officers of the Corporation. All members of the Board of Directors are allowed unrestricted direct access to any of the senior management of the Corporation and their staff.

The Governance and Nominating Committee reviews and provides ongoing guidance to management to ensure that an appropriate orientation and continuing education program for individual members of the Board of Directors, the Board as a whole, and new members of the Board of Directors is established and maintained. The Governance and Nominating Committee is also responsible for monitoring changes to applicable laws, regulations and industry practices in regard to corporate governance and ensures that the Board of Directors are kept informed of relevant aspects thereof.

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Code of Business Ethics and Conduct

The Board of Directors has adopted a written code of business conduct (the “ Code ”). The Code was reviewed, updated and approved by the Board in August 2020 and incorporates 16 new or redrafted governance standards. The Code reflects the Corporation's commitment to maintain high standards of integrity and accountability in conducting its business while at the same time growing its business and value.

The Code requires directors and officers to disclose any potential conflicts of interest in writing to the Board of Directors for review in accordance with applicable law and in any event, on an annual basis.

The Board of Directors monitors and ensures compliance with the guidelines set out in the Code including compliance in all material respects, with all applicable financial reporting and accounting requirements applicable to the Corporation. Any concerns or complaints in this regard may be reported in accordance with the procedures outlined in the Corporation's Whistleblower Policy. The Whistleblower Policy provides procedures by which representatives may make confidential and anonymous submissions regarding unethical or illegal behaviour, or questionable accounting, internal accounting controls or auditing related matters involving the Corporation and non-compliance with the Code. An independent hotline complete with the ability to report via telephone or online is in place to maintain complete anonymity.

Waivers from the Code will generally only be granted in appropriate circumstances upon full review and consideration of a request from a waiver, on a case-by-case basis. Waivers granted for the benefit of senior officers or directors require approval from the Governance and Nominating Committee, which should ascertain whether a waiver is appropriate and seek to ensure that the waiver is accompanied by appropriate controls designed to protect the Corporation's interests.

Certain of the directors of the Corporation may also be directors and officers of other oil and gas companies and oilfield service companies, and conflicts of interest may arise between their duties.

Such conflicts must be disclosed in accordance with, and are subject to, such other procedures and remedies as applicable under the Business Corporations Act (Alberta).

A copy of the Code can be accessed on the Corporations website www.haes.ca.

Nomination of Directors

The Board of Directors has formed the Governance and Nominating Committee and recognize that proper and effective corporate governance is a significant concern and a priority for investors and other stakeholders, and, accordingly, the Board of Directors have instituted a number of procedures and policies to improve the overall governance of the Corporation. The current members of the Governance and Nominating Committee are Ember Shmitt (Chair), Douglas Strong and Michael Binnion.

The Governance and Nominating Committee assists the Board of Directors with the nomination of directors of the Corporation. The Governance and Nominating Committee follows written guidelines with respect to identifying, recruiting, appointing, re-appointing and providing ongoing development for members of the Board of Directors. The Governance and Nominating Committee assesses potential candidates in relation to the competencies and skills necessary for the proper functioning of the Board of Directors.

The Governance and Nominating Committee annually assesses the size, structure and composition of the Board of Directors, taking into consideration the current strengths, skills and experience of the Board of Directors, proposed retirements and the requirements and strategic direction of the Corporation. As required, the Governance and Nominating Committee also develops and approves director eligibility criteria and recommends suitable candidates to the Board of Directors for consideration for the appointment to the office of Chairman, as well as members of the Board of Directors.

The Governance and Nominating Committee annually assesses individual director performance and the evaluation of the performance of the Board of Directors as a whole, including their processes and effectiveness and what competencies and skills each existing director possesses.

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The Governance and Nominating Committee operates under a written “Governance and Nominating Committee Terms of Reference” that details its composition, its duties and its reporting responsibilities which includes:

(a) monitoring the appropriateness of the Corporation's governance systems with regard to external governance standards, “best practices” guidelines and with an emphasis on “ongoing improvements”;
(b) reviewing the makeup and needs of the Board of Directors and developing criteria for adding new directors to the Board of Directors; and
(c) evaluating and assessing the effectiveness of the Board of Directors, and its committees in meeting governance objectives and each individual's own contributions.

The Governance and Nominating Committee Terms of Reference are published on the Corporation’s website.

Compensation

The Remuneration Committee is charged with reviewing and making recommendations to the Board in respect of the compensation matters relating to the Corporation’s executive officers, employees and directors. As a part of this process, compensation levels are set by reviewing compensation paid for directors and officers of companies of similar size and stage of development. For more information regarding the Remuneration Committee including a complete description of the Remuneration Committee’s primary duties and responsibilities see the “ Executive Compensation – The Remuneration Committee ” section of this Circular.

Other Board Committees

The Corporation has established an Audit Committee (as described in the Corporation’s Annual Information Form dated March 11, 2021 for the year ended December 31, 2020 filed on SEDAR at www.sedar.com), a Remuneration Committee (discussed previously), a Governance and Nominating Committee (discussed previously), and a Quality, Health, Safety and Environmental Committee to assist the Corporation and its subsidiaries in effectively carrying out its responsibilities. The Corporation also established a Mergers and Acquisitions (“ M&A ”) Committee in 2019 and an Executive Committee in 2020, which have subsequently been combined in 2021.

Quality, Health, Safety and Environmental Committee

The Quality, Health, Safety and Environmental Committee is responsible for monitoring and making recommendations with respect to the quality, health, safety and environmental policies, practices and procedures of the Corporation and its subsidiaries. The Quality, Health, Safety and Environmental Committee operates under a written “Quality, Health, Safety and Environmental Committee Terms of Reference” that details its composition, its duties and its reporting. The current members of the Quality, Health, Safety and Environmental Committee are Simon Batcup (Chair), Douglas Strong and Michael Binnion. The Quality, Health, Safety and Environmental Committee Terms of Reference are published on the Corporation’s website.

M&A Committee

The M&A Committee was formed for the specific purpose of monitoring and advising the Board and management on investment opportunities consistent with the Corporation’s strategy. Board members with finance, capital markets and operational knowledge were appointed to the committee. In 2021, the Corporation amalgamated the M&A Committee into its Executive Committee.

Executive Committee

The Executive Committee was initially formed to monitor and advise on management's plans to mitigate risk associated with global developments resulting from the COVID-19 Pandemic.

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Consistent with the Corporation's strategy to preserve a strong financial position, the Executive Committee oversees and reviews management’s measures to sustain safe, quality-based customer service, financial liquidity and stakeholder communication. The committee reviews and oversees significant investing and divesting matters being considered by management and the use of the Corporation’s capital.

The current members of the Executive Committee are Michael Binnion (Chair), Douglas Strong and Dan Bordessa.

Assessments

Ensuring the effectiveness of the Board of Directors, its committees and individual directors is assigned to the Governance and Nominating Committee. The Governance and Nominating Committee annually reviews the mandate of the Board of Directors and the fulfilment of such mandate.

Director Term Limits and Other Mechanisms of Board Renewal

The Board believes that issues relating to board effectiveness, board renewal and board succession planning are best addressed by a strong chair, a thoughtful governance committee and independentthinking board members. The Board is responsible for recommending to shareholders from time to time candidates for election to the Board that together contribute the right mix of skills and expertise to the Board. To assist in making those recommendations, the Board periodically conducts both formal and informal reviews of the effectiveness of the Board and individual Board members.

The Board is concerned that imposing arbitrary and inflexible director term limits may result in High Arctic losing valued directors at a time when High Arctic most needs their skills, qualities and contributions, as well as their knowledge of the history and culture of the organization. Mandatory retirement ages pose the same risk and the Board does not want to risk the loss of key directors to retirement policies that seem unnecessarily arbitrary and inflexible when they force a high performing director off the Board. As a result the Board does not feel that it would be appropriate to set term limits for its directors but rather relies on the experience of its members to determine when Board renewals, Board removals and Board additions are appropriate.

Policies Regarding the Representation of Women on the Board

The Board supports the objectives of increasing diversity on boards of directors and at the executive levels of issuers and recognizes that diversity provides a depth and breadth of viewpoints and perspectives. However, the Board has not adopted a written policy relating to the identification and nomination of female directors nor does it have targets regarding the number of women on the Board.

The Board and the Governance and Nominating Committee believes that director nominations should be made on the basis of the skills, knowledge, experience and character of individual candidates and the requirements of the Board at the time.

The Corporation is committed to a meritocracy and believes that considering the broadest group of individuals with the skills, knowledge, experience and character required to provide the leadership needed to achieve its business objectives is in the best interests of the Corporation and its stakeholders, without reference to their age, gender, race, ethnicity or religion.

Accordingly, a formal written policy has not been adopted as the Board and the Governance and Nominating Committee are committed to a merit and qualifications-based method of selecting directors and believes that imposing quotas or targets would compromise its principle-based candidate selection system.

Consideration of the Representation of Women in the Director Identification and Selection Process

The Governance and Nominating Committee and the Board go through a rigorous process when considering a nominee director including an evaluation of the skills and experience of the current directors, determining the gaps in skills and experience that exist and finding potential candidates to fill those gaps and round out the skills and experience of the Board of Directors as a whole. While gender has factored 2021 Management Proxy and Information Circular High Arctic Energy Services Inc. | Page

into recent director searches, the final recommendation for nomination has been based on the best combination of skills and experience for the position without placing a specific emphasis on gender as a factor.

Consideration given to the Representation of Women in Executive Officer Appointments

The Board does not specifically consider the level of female representation in executive officer positions when making such appointments nor does it have targets in respect of appointing women to these positions. Similar to the Board's approach in considering director nominations, in making appointments to executive officer positions, the Board considers each candidate's experience, knowledge, education, management capabilities and competency, as well as the effect of the appointment on the diversity of the Corporation's executive officers as a whole.

Corporation's Targets Regarding the Representation of Women on the Board and in Executive Officer Positions

The Board does not have specific targets in respect of appointing women to executive officer appointments, as a result of its commitment to a principle-based selection process, as discussed above.

Number of Women on the Board and in Executive Officer Positions

Presently, there is one woman (17%) serving on the Board and no women in executive officer positions (nil%).

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director, executive officer, employee or former director, executive officer or employee of the Corporation nor any of their associates or affiliates, is, or has been at any time since the beginning of the last completed financial year, indebted to the Corporation or any of its subsidiaries, nor has any such person been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding, provided by the Corporation or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth herein, or as previously disclosed, no informed person or proposed director of the Corporation and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect the Corporation or any of its subsidiaries.

MANAGEMENT CONTRACTS

During the most recently completed financial year, no management functions of the Corporation were to any substantial degree performed by a person or company other than the directors or executive officers of the Corporation.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out herein, no person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation's last financial year, no proposed nominee of management of the Corporation for election as a director of the Corporation and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting.

NORMAL COURSE ISSUER BIDS

In November 2019, the Corporation received approval from the TSX to acquire for cancellation up to 2,552,229 of the Corporation’s issued and outstanding common shares under a Normal Course Issuer Bid (“ 2019 NCIB ”). The 2019 NCIB commenced on December 2, 2019 and is valid for one year. As of April 8,

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2021, 1,137,100 common shares had been purchased and cancelled at a total cost of $0.8 million pursuant to the 2019 NCIB.

In December 2020, the Corporation received approval from the TSX to acquire for cancellation up to 2,437,983 of the Corporation’s issued and outstanding common shares under a Normal Course Issuer Bid (“ 2020 NCIB ”). The 2020 NCIB commenced on December 11, 2020 and is valid for one year. As of April 8, 2021, no common shares had been purchased and/or cancelled pursuant to the 2020 NCIB.

AUDIT COMMITTEE INFORMATION

Certain other information regarding the Corporation's Audit Committee that is required to be disclosed in accordance with National Instrument 52-110 – Audit Committees is contained in the Corporation's annual information form for the year ended December 31, 2020, which is available under the Corporation's SEDAR profile at www.sedar.com.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Financial information of the Corporation's most recently completed financial year is provided in the Corporation's audited consolidated financial statements and management discussion and analysis available on SEDAR and at www.haes.ca. Shareholders may contact the Corporation at 500, 700 – 2[nd] Street S.W., Calgary, Alberta, T2P 2W1, Attn: Chief Financial Officer (587) 318-7836 to obtain a copy of the Corporation's most recent financial statements and management discussion and analysis.

BOARD APPROVAL

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

DATED this 8th day of April, 2021.

2021 Management Proxy and Information Circular High Arctic Energy Services Inc. | Page

EXHIBIT I

MANDATE OF THE BOARD OF DIRECTORS

The Board of Directors (the “ Board ”) of High Arctic Energy Services Inc. is responsible under corporate law to supervise the management of the business and affairs of the Corporation and its subsidiaries (collectively, “ High Arctic ”). The Board has the statutory authority and obligation to protect and enhance the assets of High Arctic.

The principal mandate of the Board is to oversee the management of the business and affairs of High Arctic and monitor the performance of management.

In keeping with generally accepted corporate governance practices and the recommendations of the Dey Committee Report to the Toronto Stock Exchange in respect of “Guidelines for Improved Corporate Governance in Canada”, recommendations contained in National Policy 58-201 and recommendations and guidelines from the SEC and in connection with the Sarbanes Oxley Act, the Board assumes responsibility for the stewardship of High Arctic and, as part of the overall stewardship responsibility, explicitly assumes responsibility for the following:

1. Independence

The Board retains the responsibility for managing its own affairs including planning its composition, selecting its Chair, appointing Board committees and determining directors’ compensation. While it is appropriate to confer with the management on the selection of candidates to be nominated as members of the Board, the ultimate selection shall be determined by the existing independent members of the Board.

In that, the Board must develop and voice objective judgment on corporate affairs, independently of the management, practices promoting Board independence will be pursued. This includes constituting the Board with a majority of independent and unrelated directors. Certain tasks suited to independent judgments will be delegated to specialized committees of the Board that are comprised exclusively of independent directors and at least a majority of unrelated directors.

The Board will evaluate its own performance in a continuing effort to improve. For this purpose, the Board will establish criteria for Board and Board member performance and pursue a self-evaluation process for evaluating both overall Board performance and contributions of individual directors.

2. Leadership in Corporate Strategy

The Board ultimately has the responsibility to oversee the development and approval of the mission of High Arctic, its goals and objectives, and the strategy by which these objectives will be reached. In guiding the strategic choices of High Arctic, the Board must understand the inherent prospects and risks of such strategic choices.

While the leadership for the strategic planning process comes from the management of High Arctic, the Board shall bring objectivity and a breadth of judgment to the strategic planning process and will ultimately approve the strategy developed by management as it evolves.

The Board is responsible for monitoring management’s success in implementing the strategy and monitoring High Arctic’s progress to achieving its goals; revising and altering direction in light of changing circumstances.

The Board has the responsibility to ensure congruence between the strategic plan and management’s performance.

2021 Management Proxy and Information Circular High Arctic Energy Services Inc. | Page

3. Management of Risk

The Board shall understand the principal risks of all aspects of the business in which High Arctic is engaged, recognizing that business decisions require the incurrence of risk.

The Board is responsible for providing a balance between risks incurred and the potential returns to shareholders of the Corporation. This requires that the Board ensure that systems are in place to effectively monitor and manage risks with a view to the long-term viability of High Arctic and its assets, and conduct an annual review of the associated risks.

4. Oversight of Management

As the Board functions, the Board must ensure the execution of plans and operations are of the highest calibre. The key to the effective discharge of this responsibility is the approval of the appointment of the senior officers of the Corporation and the assessment of each senior officer’s contribution to the achievement of the Corporation’s strategy. In this respect, performance against objectives established by the Board is important, as is a formal process for determining the senior officers’ compensation, in part, by using established criteria and objectives for measuring performance.

5. Shareholder Communications and Disclosure

The Board is responsible to ensure that the Corporation has policies in place to ensure effective and timely communication and disclosure to the shareholders of the Corporation, other stakeholders and the public in general. This communication and disclosure policy must effectively and fairly present the operations of High Arctic to shareholders and should accommodate feedback from shareholders, which should be considered into future business decisions.

The Board has the responsibility for ensuring that the financial performance of High Arctic is reported to shareholders on a timely and regular basis and for ensuring that such financing results are reported fairly, in accordance with generally accepted accounting principles.

The Board has the responsibility for ensuring that procedures are in place to effect the timely reporting of any developments that have a significant and material impact on the value of shareholder assets.

The Board has the responsibility for reporting annually to shareholders on its stewardship for the preceding year.

6. Integrity of Corporate Control and Management Information Systems

To effectively discharge its duties, the Board shall ensure that High Arctic has in place effective control and information systems so that it can track those criteria needed to monitor the implementation of the High Arctic’s strategy.

Similarly, in reviewing and approving financial information, the Board shall ensure that High Arctic has an audit system, which can inform the Board of the integrity of the data and compliance of the financial information with generally accepted accounting principles.

The Board’s management of the important areas of corporate conduct, such as the commitment of High Arctic’s assets to different businesses or material acquisitions, shall also be supported by effective control and information systems.

2021 Management Proxy and Information Circular High Arctic Energy Services Inc. | Page

7. Expectations of Board Members

(a) Commitment and Attendance

All members of the Board should make every effort to attend all meetings of the Board and meetings of committees of which they are members. Although attendance in person is encouraged, members may attend by telephone to mitigate schedule conflicts.

(b) Participation in Meetings

Each member of the Board should be sufficiently familiar with the business of the Corporation, including its financial statements and capital structure, and the risks and competition it faces, to facilitate active and effective participation in the deliberations of the Board and of each committee on which he or she serves.

(c) Financial Knowledge

One of the most important roles of the Board is to monitor financial performance. Each member of the Board must know how to read financial statements, and should understand the use of financial ratios and other indices for evaluating financial performance.

(d) Other Directorships

The Corporation values the experiences Board members bring from other boards on which they serve, but recognizes that those boards may also present demands on a member’s time and availability, and may also present conflicts of interest or other legal issues. Members of the Board should advise the Chair of the Governance and Nominating Committee before accepting any new membership on other boards of directors or any other significant commitment involving an affiliation with other related businesses or governmental units.

(e) Contact with Management

All members of the Board are invited to contact the Chief Executive Officer (" CEO ") at any time to discuss any aspect of the Corporation’s business. While respecting organizational relationships and lines of communication, members of the Board have complete access to other members of management. There shall be afforded frequent opportunities for members of the Board to meet with the CEO, Chief Financial Officer and other members of management in Board and committee meetings and in other formal or informal settings.

(f) Confidentiality

The proceedings and deliberations of the Board and its committees are confidential. Each member of the Board shall maintain the confidentiality of information received in connection with his or her services.

(g) Preparation for Meetings

All members of the Board should make every effort to review all meeting materials prior to meetings of the Board and meetings of committees of which they are members.

8. Legal Requirements

The Board is responsible for ensuring that routine legal requirements, documents, and records have been properly prepared, approved and maintained by High Arctic.

9. Board Delegation to Committees

The Board can delegate specific responsibilities to committees of the Board in order to effectively manage the affairs of High Arctic.

2021 Management Proxy and Information Circular High Arctic Energy Services Inc. | Page

10. Limitation

The foregoing is 1. subject to and without limitation of the requirement that in exercising their powers and discharging their duties the members of the Board act honestly and in good faith with a view to the best interests of the Corporation; and 2. subject to and not in expansion of the requirement that in exercising their powers and discharging their duties the members of the Board exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

2021 Management Proxy and Information Circular High Arctic Energy Services Inc. | Page

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High Arctic Energy Services Inc. — Proxy Solicitation & Information Statement 2021

46091_rns_2021-04-16_ea1b186e-a093-4771-900f-51601c61026a.pdf

TO BE HELD ON THURSDAY, MAY 13, 2021

MANAGEMENT PROXY AND INFORMATION CIRCULAR

TO BE HELD AT:

HIGH ARCTIC ENERGY SERVICES INC.

NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

Note of Caution Concerning the COVID-19 Pandemic

BY ORDER OF THE BOARD OF DIRECTORS

GENERAL PROXY MATTERS

Solicitation of Proxies

Appointment of Proxies

Revocation of Proxies

Persons Making the Solicitation

Exercise of Discretion by Proxy

Notice to Beneficial Shareholders

INFORMATION CONCERNING THE CORPORATION

Voting Shares and Principal Holders of Voting Shares

Quorum for Meeting

Approval Requirements

MATTERS TO BE ACTED UPON AT THE MEETING

1. Report and Financial Statements

2. Fix Number of Directors to be Elected at the Meeting

3. Election of Directors

Cease Trade Orders

Bankruptcies

Personal Bankruptcies

Penalties and Sanctions

4. Appointment and Remuneration of Auditors

OTHER MATTERS COMING BEFORE THE MEETING

STATEMENT OF EXECUTIVE COMPENSATION FOR HIGH ARCTIC

COMPENSATION DISCUSSION AND ANALYSIS

I. Overview of Compensation Program, Compensation Philosophy and Objectives

II. Role and Composition of the Remuneration Committee

Compensation Risks

Short Selling and Restrictions

III. Compensation Plan and Policies

Named Executive Officers (“NEOs”)

Base Salaries

Annual Incentive Bonuses

Long-term Equity Incentive Plans

A. Option Plan

B. CSRSUs

C. PSU Plan

Mr. Maguire :

Mr. Ames :

Mr. Lambert :

Mr. Pack:

Mr. Ward:

D. DSU Plan

Summary of Outstanding Equity Plans:

Burn Rates

Other Elements of Compensation

Benefits and Perquisites

NEO 2020 Performance

IV. Summary Compensation Table of Named Executive Officers

V. Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

Incentive Plan Awards - Value Vested or Earned During the Year

VI. Group Savings and Retirement Plan

VII. Termination and Change of Control Benefits

Termination Event Provisions in employment agreements of Named Executive Officers

Termination Event Provisions in employment agreements of Named Executive Officers

Change of Control

Specific Payments Upon Termination of Employment

VIII. Other Compensation

PERFORMANCE GRAPH

STATEMENT OF DIRECTOR COMPENSATION

I. Director Compensation Table

II. Incentive Based Awards

Outstanding Share-Based Awards and Option-Based Awards

Incentive Plan Awards - Value Vested or Earned During the Year

III. Other Compensation

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

CORPORATE GOVERNANCE DISCLOSURE

Board of Directors

Board Mandate

Position Descriptions

Orientation and Continuing Education

High Arctic Energy Services Inc. Proxy Solicitation & Information Statement 2021