High Arctic Energy Services Inc. — Proxy Solicitation & Information Statement 2024

May 13, 2024

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Trader’s Bank Building 702, 67 Yonge Street Toronto ON M5E 1J8

Form of Proxy – Annual General & Special Meeting to be held on June 17, 2024

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:

Appointment of Proxyholder I/We being the undersigned holder(s) of High Arctic Energy Services Inc. hereby appoint Michael J. Maguire or failing this person, Lonn Bate OR

as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General & Special Meeting of High Arctic Energy Services Inc. to be held at Viking Room, Calgary Petroleum Club, 319 5 Avenue SW, Calgary, Alberta T2P 0L5 on Monday, June 17, 2024 at 3:00 p.m. MST or at any adjournment thereof.

1. Arrangement Resolution. To consider and, if deemed appropriate, to pass, with or without variation, a special resolution (the “Arrangement Resolution”), the full text of which is attached as Appendix “A” to the accompanying Circular.

2. Reduction Stated Capital Account. To consider, and if deemed appropriate, to pass, with or without variation, a special resolution to approve the reduction of the stated capital account maintained by High Arctic in respect of its common shares by an amount to be determined by the High Arctic Board.

3. Deferred Share Unit Plan. To consider, and if deemed appropriate, approve the ordinary resolution, as more particularly set forth in the Circular, relating to the redemption of all outstanding units under the deferred share unit plan of High Arctic.

4. Equity Compensation. Provided that the Arrangement Resolution is approved, to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution, the full text of which is set forth in the accompanying Circular, to approve an equity compensation plan for SpinCo.

For Against

For Against For Against For Against

For Against

5. Number of Directors. To set the number of directors to be elected at the Meeting to at four (4).

6.	Election of Directors.	For	For	Withhold	Withhold	Withhold		For	For	Withhold	Withhold	Withhold
a.	Michael R. Binnion					b.	Simon P.D. Batcup					c.	Douglas J. Strong
d.	Craig F. Nieboer

7. Appointment of Auditors. To appoint KPMG LLP, Chartered Professional Accountants, as auditors of the Corporation for the next ensuing year and to authorize the Board of Directors to fix the remuneration of KPMG LLP.

Authorized Signature(s) – This section must be completed for your instructions to be executed.

Signature(s):

Date

I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

For Withhold

For Withhold

MM / DD / YY

Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.

Annual Financial Statements – Check the box to the right if you would like to RECEIVE the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

This form of proxy is solicited by and on behalf of Management. Proxies must be received by 3:00 p.m. MST, on June 13, 2024.

Notes to Proxy

1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent them at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.

2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name appears on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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To Vote Your Proxy Online please visit: https://vote.odysseytrust.com

You will require the CONTROL NUMBER printed with your address to the right.

If you vote by Internet, do not mail this proxy.

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at https://odysseytrust.com/ca-en/help/ .

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.