HIGH ARCTIC ENERGY SERVICES INC.

NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, MAY 14, 2026

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 HELD AT:

Calgary Petroleum Club, Cardium Room
Calgary, Alberta
Thursday, May 14, 2026
At 3:00 p.m.

DATED March 31, 2026

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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 AND SPECIAL MEETING (the "Meeting") of holders ("Shareholders") of common shares ("Common Shares") of High Arctic Energy Services Inc. ("High Arctic") or the "Corporation") will be held in the Cardium Room at the Calgary Petroleum Club, 319 5 Avenue SW, Calgary, AB, T2P 0L5 on Thursday, May 14, 2026 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, 2025 and the report of the auditors thereon;
to fix the number of directors of the Corporation to be elected at the Meeting at four (4);
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 31 day of March, 2026.

If you do not expect to attend the Meeting and would like your shares represented, please complete the enclosed instrument of proxy and return it as soon as possible through one of the following channels:

Online: Visit the following website https://vote.odysseytrust.com or
By Mail: Please complete and sign the form of proxy enclosed and return it, in the envelope provided, to the Corporation's transfer agent addressed;

Odyssey Trust Company
Trader's Bank Building,
Suite 1100, 67 Yonge St.
Toronto, ON M5E 1J8

Attn: Proxy Department

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All votes must be received by 3:00 p.m. (Calgary time) on Tuesday May 12, 2026 (or at least 48 hours prior to the commencement of any reconvened Meeting in the event of any adjournment(s) or postponement(s) thereof).

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.

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 future unforeseen developments, 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; and (v) such other measures as may be recommended by local authorities in connection with gatherings of persons for 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, 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) "Lonn Bate"

Lonn Bate

Interim 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. ("High Arctic" or the "Corporation") for use at the annual general and special meeting (the "Meeting") of the holders of common shares of the Corporation (the "Common Shares") to be held in the Cardium Room at the Calgary Petroleum Club, 315 5 Avenue SW, Calgary, AB, T2P 0L5 on Thursday, May 14, 2026 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.

Notice and Access

The Corporation has elected to use the notice-and-access provisions ("Notice-and-Access Provisions") provided for under NI 54-101 for the Meeting in respect of mailings to beneficial holders of Common Shares (i.e., a shareholder who holds their Common Shares in the name of a broker or an agent) and in respect of mailings to registered holders of Common Shares (i.e., a shareholder whose name appears on our records as a holder of Common Shares). The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that are mailed to shareholders by allowing a reporting issuer to post an information circular in respect of a meeting of its shareholders and related materials online.

The Corporation will not use procedures known as 'stratification' in relation to the use of the Notice-and-Access Provisions. Stratification occurs when a reporting issuer using Notice-and-Access Provisions provides a paper copy of the relevant information circular to some, but not all, shareholders with the notice package in relation to the relevant meeting. In relation to the Meeting, all shareholders will receive notice containing information prescribed by the Notice-and-Access Provisions and a form of proxy or voting instruction form, as applicable.

The Corporation will be delivering proxy-related materials to non-objecting beneficial owners of Common Shares directly with the assistance of Broadridge (as defined below). The Corporation does not intend to pay for intermediaries to deliver proxy-related materials to objecting beneficial owners of Common Shares and therefore objecting beneficial owners will not receive the Management Information Circular, a form of proxy and the financial information in respect of our most recently completed financial year (the "Meeting Materials") unless their intermediary assumes the costs of delivery.

The Meeting Materials will be available electronically at https://odysseytrust.com/client/high-arctic-energy-services-inc/ and https://haes.ca as of March 31, 2026, and will remain on the website for one (1) full year thereafter. The Meeting Materials will also be available on the SEDAR+ website at www.sedarplus.ca.

Shareholders who wish to receive paper copies of the Meeting Materials may request copies from Odyssey Trust Company by calling toll-free in Canada and the U.S. (toll free) 1-888-290-1175 or outside of Canada or the U.S. 1-587-885-0960 or by sending an email to [email protected]. Meeting Materials will be sent to such shareholders and to shareholders requesting paper copies of the Meeting Materials by any other means at no cost to them, within three (3) business days of the Corporation receiving their request, if such requests are made before the date of the Meeting, including any adjournment thereof, and within 10 calendar days of the Corporation receiving their request, if such requests are made on or after the date of the Meeting and within one (1) calendar year of the Meeting Materials being filed online.

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

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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, Odyssey Trust Company, Attn: Proxy Department, Trader's Bank Building, Suite 1100, 67 Yonge St., Toronto, Ontario, M5E 1J8 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 Chair of the Meeting in his discretion, and the Chair 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 Chair 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, Odyssey Trust Company, 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.

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.

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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.

Broadridge also provides an online proxy voting portal at https://www.proxyvote.com for certain brokerage firms. To determine if online proxy voting is available, Beneficial Shareholders should contact their broker and obtain a unique control number. Some brokers include the control number on postal and electronically mailed voting forms.

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.

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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.

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 March 30, 2026, 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 March 31, 2026 (the "Effective Date"), 12,696,959 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 5,479,158 Common Shares representing 43.2% 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.

On August 12, 2024, the Corporation completed a reorganization by way of a Plan of Arrangement (the "Arrangement Transaction"), which separated the North American and Papua New Guinea businesses, with the Corporation continuing to operate the North American Business, and High Arctic Overseas Holdings Corp. operating the Papua New Guinea business.

In this Circular, when providing details surrounding equity incentive plan or other common share transactions prior to December 31, 2024, the Common Shares prior to the completion of the Arrangement Transaction are sometimes referred to as "Pre-Arrangement Common Shares".

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.

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

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and time as may be determined by the Chair 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.

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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.

Report and Financial Statements

The Board has approved the audited financial statements of the Corporation for the year ended December 31, 2025, and the report of the auditors thereon.

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 four (4) 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 four (4).

Election of Directors

The Corporation currently has four (4) 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, Nominating and Remuneration 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, Nominating and Remuneration 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, Nominating and Remuneration Committee deems to be relevant.

The Board will act on the recommendation of the Governance, Nominating and Remuneration 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, Nominating and Remuneration 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.

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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/her successor is duly elected, unless his/her 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	Director Since	Present Occupation and Positions Held During the Last Five Years	Common Shares Beneficially Owned or Controlled as of the Effective Date^{(4)}
Simon P.D. Batcup^{(1)(2)(3)}
Guelph, Ontario, Canada
Director and Chairman	June 28, 2007	Mr. Batcup is the Chairman of the Corporation. He is an independent businessman. He was a Principal of Osborne Interim Management from November 2013 until October 2024 and was formerly a Director of Brauerei Fahr Incorporated.	79,821
(Less than 1%)
Michael R. Binnion^{(1)(2)(3)}
Calgary, Alberta, Canada
Director	June 2, 2005	Mr. Binnion is the President and Chief Executive Officer of Questerre Energy Corporation, a position held since November 2000.	603,381
(Approximately 4.8%)
Douglas J. Strong^{(1)(2)(3)}
Calgary, Alberta, Canada
Director	December 12, 2018	Mr. Strong is a Chartered Professional Accountant, CPA, CA with 38 years of experience, having been with Precision Drilling Corporation for 21 years in several senior financial and operational roles, including Chief Financial Officer from 2005 to 2010 and as President of Completion & Production Services responsible for operations in Canada and the US from 2010 to 2015.	53,000
(Less than 1%)
Craig F. Nieboer^{(1)(2)(3)}
Calgary, Alberta, Canada
Director	June 17, 2024	Mr. Nieboer is a Chartered Professional Accountant, CPA, CA and has his ICD.D designation. Mr. Nieboer is Executive Director, Varigate Technologies Inc. (October 2023 to present); Director, Element Technical Services Inc. (2011 to Present)	2,500
(Less than 1%)
(1) Member of Audit Committee.
(2) Member of Governance, Nominating and Remuneration Committee.
(3) Member of Quality, Health, Safety and Environmental Committee.
(4) 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.

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

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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

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.

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.

4. Appointment and Remuneration of Auditors

The shareholders of the Corporation will be asked to pass an ordinary resolution re-appointing MNP LLP, Chartered Professional Accountants ("MNP LLP"), as auditors of the Corporation, to hold office until the next annual general meeting of shareholders or until the firm of MNP 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. The foregoing resolution must be approved by a simple majority of the votes cast at the Meeting by the Shareholders voting in person or by proxy.

Unless otherwise directed, it is the intention of the Management Designees, if named as proxy, to vote in favour of the ordinary resolution appointing MNP LLP, Chartered Professional Accountants, as auditors of the Corporation for the next ensuing year and to authorize the Board to fix the remuneration of MNP LLP.

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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. The 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 the Governance, Nominating 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 both short and long-term objectives.

The short-term incentives include salary and annual bonus payments to Named Executive Officers (as defined herein) ("NEOs") 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, DSUs and PSUs under the Omnibus Plan. The Corporation's 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 individual NEO.

II. Role and Composition of the Governance, Nominating and Remuneration Committee

The Corporation's executive compensation program is administered by the Governance, Nominating and Remuneration Committee (the "GNR Committee") of the Board. The GNR 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 NEOs who are identified in the "Summary Compensation Table", below.

The members of the GNR Committee are appointed by the Board. For the year ended December 31, 2025, the Remuneration Committee was comprised of: Craig Nieboer (Chair), Simon Batcup, Michael Binnion and Douglas Strong.

All of the members of the GNR Committee are independent, experienced participants in the business world, and are well versed in the areas of corporate governance and compensation matters.

Mr. Nieboer has over 30 years of experience in the domestic and international oil and gas industries and currently sits on the boards of several private oilfield service companies. This board experience involves overseeing several compensation programs which qualifies him to chair the GNR Committee and lead the decision making on the suitability of the Corporation's compensation policies and practices.

Mr. Batcup has 45 years of experience in a variety of public and private companies across a number of industries. He has been a senior executive or board member for 29 of those years. In that time, managing or overseeing compensation programs was an integral part of his responsibilities. These experiences help enable the GNR Committee to make decisions on the suitability of the Corporation's compensation policies and practices.

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 help enable the GNR Committee to make decisions on the suitability of the Corporation's compensation policies and practices.

Mr. Strong has over 35 years of experience in the energy services space and was Chief Financial Officer for Precision Drilling Corporation from 2005 to 2010 and most recently as President of Completion & Production Services responsible for service rigs and snubbing in Canada and the US. His experience and involvement in routinely managing compensation programs inform his contributions to the GNR Committee enabling the GNR Committee to make informed decisions on the suitability of the Corporation's compensation policies and practices.

The GNR Committee operates under a written "Governance, Nominating and Remuneration Committee Terms of Reference" that details its composition, its duties and its reporting responsibilities. As they relate to compensation, the GNR Committee's primary duties and responsibilities are to:

(1) Determine and agree with the Board framework or broad policy for the remuneration of the Corporation's Chief Executive Officer, Chair of the Board, and such other members of the executive management and the Board as it is designated to consider the Corporation's remuneration approach. The GNR Committee shall also be responsible for making recommendations to the Board in regard to the remuneration of non-executive directors;

(2) In determining the Corporation's remuneration approach, take into account all factors which it deems necessary. The objective of the remuneration approach 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 Corporation's remuneration approach;

(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;

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(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 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 approach, 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) Ensure that contractual terms on termination, and any payments made, are fair to the individual, and the Corporation, that failure is not rewarded and that the duty to mitigate loss is fully recognized;

(9) Within the terms of the remuneration approach and in consultation with the Chair 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 that comply with the legal requirements, the provisions and recommendations in National Policy 58-201 adopted by the Canadian Securities Administrators, the rules of the Toronto Stock Exchange and associated guidance;

(10) Oversee succession planning for the Corporation's Chief Executive Officer;

(11) Review and note annually the remuneration trends across the Corporation or group;

(12) Oversee any major changes in employee benefits structures throughout the Corporation or group;

(13) Review and recommend for approval the general terms of any annual bonus plans of for non-executive managers;

(14) Determine the policy for authorizing claims for expenses from the Chief Executive Officer and Chairman;

(15) Ensure that all provisions regarding disclosure of remuneration are fulfilled;

(16) Review and recommend for approval disclosure provided in publicly circulated documents, including the Corporation's management information circular, in respect of executive compensation discussion and analysis;

(17) Be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the committee;

(18) Obtain reliable, up-to-date information about remuneration in other comparable companies. The Committee shall have full authority to commission any reports or surveys which it deems necessary to help it fulfill its obligations; and

(19) Oversee the Corporation's environmental, social and governance ("ESG") framework.

The GNR 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.

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In 2024, after the Corporation completed the corporate re-organization and return of capital to its shareholders, the Remuneration Committee, as it was then constituted, recommended to the Board the granting of options to both NEOs and Directors as share-based compensation awards. No NEO compensation increases were considered in 2025.

The GNR Committee will continue to periodically review the remuneration approach, 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.	Bri-Chem Corp.
Cleantek Industries Inc.	Stampede Drilling Inc.
Titan Logix Corp.	Vertex Resources Group Ltd.

The Corporation believes the 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.

Compensation Risks

While the GNR Committee does not formally consider the implications of the risks associated with the Corporation's compensation policies and practices, the GNR 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 GNR 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 GNR 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 GNR 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 NEOs 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 NEO.

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III. Compensation Plan and Policies

The GNR Committee has adopted a compensation program that covers the following key short-term 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 NEO of the Corporation as at December 31, 2025.

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 NEOs, which total five individuals. For the year ended December 31, 2025, the NEOs of the Corporation were Lonn Bate (Interim CEO), Jay Bachman (Interim CFO), Trevor Barker (VP Operations), Justin Morrical (VP Sales & Marketing), and Dorraine Neal (Corporate Controller).

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 GNR Committee makes annual recommendations to the Board regarding base salaries for each of the NEOs.

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 2025 were established through discussions among management, the GNR Committee, and the Board.

Corporate Performance Bonuses

The purpose of the Corporate Performance Bonus Plan is to provide certain executives and employees with a specified incentive to achieve key corporate milestones of the Corporation. The only eligible participant in the Corporate Performance Bonus Plan for 2025 was Mr. Bate (Interim CEO).

The Board awarded a Corporate Performance Bonus to Mr. Bate of $103,255, representing approximately 44% of his salary received in 2025 under this plan.

Canadian Performance Bonuses

The purpose of the Canadian Performance Bonus Plan is to provide business managers 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 2025 included three NEOs, Trevor Barker (VP

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Operations), Justin Morrical (VP Sales & Marketing) and Dorraine Neal (Corporate Controller).

The Canadian Performance Bonus plan is funded through the contribution of a percentage of certain financial earnings for the Corporation's Canadian business operations and 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.

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 Shareholders of the Corporation approved the Omnibus Equity Incentive Plan (the "Omnibus Plan") at the annual general and special meeting of shareholders held on June 19, 2025. The Omnibus Plan replaced the Corporation's previous stock option plan, performance share unit plan, and deferred share unit plan ("Legacy DSU Plan"). The Omnibus Plan provides for the issuance of three types of awards to directors, officers, employees and consultants of the Corporation: (1) options to purchase Common Shares ("Options"), (2) performance share units ("PSUs") and restricted share units ("RSUs"), and (3) deferred share units ("DSUs", and Options, PSUs, RSUs and DSUs are collectively referred to as "Awards").

The Omnibus Plan contains the following limitations on the number of Common Shares issuable pursuant to Awards: (i) the number of Common Shares issuable to insiders at any time, pursuant to the Omnibus Plan 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 Omnibus Plan 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 Omnibus Plan and all other security based compensation arrangements shall not exceed 1% of the issued and outstanding Common Shares from time to time.

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

The Omnibus 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, consolidation, capital reorganization, reclassification, exchange, 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), an appropriate and proportionate adjustment shall be made by the Board in its discretion to preserve, proportionally, the interests of participants under the Omnibus Plan. In the case of Options, such adjustment shall be made to 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. In the case of Units and DSUs, such adjustment shall be made to the number of Units or DSUs then

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outstanding under the Omnibus Plan. In each case, 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 Omnibus Plan or any Award in such respects as it may consider advisable, including to: (i) ensure that Awards will comply with any provisions respecting security-based compensation arrangements in the Income Tax Act (Canada) or other laws in force in any country or jurisdiction of which a participant 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 an Award, provided that the change does not entail an extension beyond the original expiry date of such award; and (iv) suspend or terminate the Omnibus 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 participants, or as otherwise required by law, alter or impair any of the rights or obligations under any Awards theretofore granted.

Shareholder approval will be required in order to: (i) increase the maximum percentage of outstanding Common Shares reserved for issuance under the Omnibus Plan; (ii) remove or increase any limit on grants of Awards to insiders; (iii) expand the circumstances under which awards may be assigned or transferred; (iv) extend the expiry date of an Award held by an insider (other than in accordance with the Omnibus Plan); or (v) amend the amendment provisions of the Omnibus Plan. The Board will not be entitled in the absence of shareholder and TSX approval to reduce the exercise price of an Option held by an insider of the Corporation.

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 Omnibus Plan includes a provision that should an Award settlement or expiration date fall within a black-out period or immediately following a black-out period, such date will automatically be extended for 10 business days following the end of the black-out period.

Awards under the Omnibus Plan are not assignable nor transferable by a 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 participant under the Omnibus 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 participant. Subject to the requirements of applicable law, a participant may designate in writing a beneficiary under the Omnibus Plan.

A. Options Issued under the Omnibus Plan

Options 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 as recommended by the GNR 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 issued under the Omnibus 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 Omnibus 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

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the vesting conditions fixed by the Board of Directors, subject to applicable exchange and regulatory approvals. Generally, 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.

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 Omnibus 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".

Pursuant to the Omnibus 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 Omnibus Plan allows the Board of Directors to terminate or discontinue the Omnibus 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 Omnibus Plan.

In addition, the Board of Directors may by resolution amend the Omnibus 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; and
(iv) accelerating the expiry date in respect of an Option.

During the previous two financial years ended December 31, 2024 and 2025, Options to acquire Common Shares were granted to the Corporation's current NEOs as follows:

Named Executive Officer	Number of Options Granted	Date of Grant	Exercise Price

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Lonn Bate, Interim CEO	250,000	November 18, 2024	$1.19
Trevor Barker, VP Operations	150,000	November 18, 2024	$1.19
Justin Morrical, VP Sales & Marketing	25,000	November 18, 2024	$1.19

As at December 31, 2025, there were 575,000 Options outstanding, representing approximately 4.5% of the issued and outstanding Common Shares, leaving 694,696 Common Shares (equal to approximately 5.5% 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 under other types of awards granted under the Omnibus Plan are not included in such calculation.

B. PSUs and RSUs issued under the Omnibus Plan

The Omnibus Equity Incentive Plan permits the grant of PSUs and RSUs (collectively, "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").

As used in this section, "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 or consultant 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.

Under the Omnibus Plan, the Board may from time-to-time grant Units to Executive Officers and consultants of the Corporation and the High Arctic Entities in such numbers, at such times and on such terms and conditions, consistent with the Omnibus Plan, as the Board may in its sole discretion determine.

The Board shall have discretion to apply vesting conditions on Units granted, including a 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"). In any event, no vesting condition for a Unit shall extend beyond December 15 of the third calendar year following the service year in respect of which the Unit was granted.

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 participant equal to the product of the number of vested Units recorded in the 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 participant that number of Common Shares from treasury equal to the number of Units in the 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 participant on the TSX.

On any date on which a cash dividend is paid on the Common Shares, a 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 participant's

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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.

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 Omnibus 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 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 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.

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 participant, unless otherwise determined by the Board in its sole discretion, those Units awarded to such 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 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 such 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 Omnibus 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".

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 thereto granted.

There were no PSU grants in 2024 or 2025.

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As at December 31, 2025, there were no Units outstanding under the Omnibus Plan, leaving 1,269,696 Units available for grant, or 10% of the issued and outstanding Common Shares, if Common Shares issuable pursuant to DSUs and Options issued under the Omnibus Plan are not included in such calculation.

C. DSUs issued under the Omnibus Plan

The Omnibus 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 DSUs issued under the Omnibus 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 receive DSUs under the Omnibus Plan.

The Board or an appointee of the Board, may from time to time in its sole discretion 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.

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 Omnibus 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.

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In the event the Corporation elects to settle 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.

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.

The following transactions under the Legacy DSU Plan took place in 2024 (all Legacy DSU units stated below are for Pre-Arrangement Common Shares):

On March 31, 2024, the following Board members were granted the following Legacy DSUs in lieu of cash payment for Director fees earned:

Michael Binnion 22,060

Joe Oliver 9,421

On May 15, 2024, Joe Oliver resigned as director of the Corporation and as a result 213,319 of Legacy DSUs to which he was entitled to receive were settled as a cash settlement of $279,960.

At the Annual General and Special Meeting of Shareholders held on June 17, 2024, the Shareholders approved the accelerated redemption of all outstanding Legacy DSUs under the Legacy DSU Plan, and all remaining Legacy DSUs were redeemed prior to the completion of the Arrangement. Details of the redemptions are as follows:

Director	Number of DSUs Redeemed	Pre-Arrangement Common Shares Issued	Value of Pre-Arrangement Common Shares Issued(1)	Cash Settled Portion
Michael Binnion	570,496	296,658	$443,800	$409,662
Simon Batcup	95,296	44,284	$66,249	$76,314
Douglas Strong	90,906	47,271	$70,718	$65,278

(1) Calculated using the five-day volume-weighted average price on the TSX of $1.496 per Pre-Arrangement Common Share

There were no transactions under the Legacy DSU Plan, nor any grants of DSUs under the Omnibus Plan subsequent to the Annual General and Special Meeting of Shareholders held on June 17, 2024. Accordingly, as at December 31, 2025, there were no DSUs outstanding, leaving 1,269,696 DSUs available for grant, or 10% of the issued and outstanding Common Shares, if Common Shares issuable pursuant to PSUs and Options granted under the Omnibus Plan are not included in such calculation. Pursuant to the terms of the Omnibus Plan, the issuance of Common Shares in settlement of any DSUs owing to non-employee directors is subject to a maximum of 1.00% of the then issued and outstanding Common Shares.

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The settlement of any DSUs owing to non-employee directors over and above this maximum of 1.00% of the then issued and outstanding Common Shares will be by way of a cash settlement.

Summary of Outstanding Equity Plans:

The table below summarizes the total securities outstanding under the Corporation's Omnibus Plan as at December 31, 2025:

	Options to acquire Common Shares	RSU/PSU Units	DSU	Total
Total Outstanding	575,000	nil	nil	575,000
% of Common Shares	4.5%	nil%	nil%	4.5%

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 2023 (%)	Fiscal 2024 (%)	Fiscal 2025 (%)
Omnibus Plan	0.00	4.65	0.00
Total	0.47	4.71	0.00

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, PSUs, RSUs, 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 NEOs 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 NEOs 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 NEOs that are resident in Canada. Participation into the RRSP Plan is voluntary, and employees can enroll immediately upon employment. Employer matching contributions begin after six 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).

NEO 2025 Performance

In assessing the performance of each NEO for 2025, the Interim CEO, as well as the GNR Committee considered the following performance criteria:

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NEO contributions to the development and execution of the Corporation's business plans and strategies;
Prioritization of quality, health and safety and performance on key metrics as a critical focus area and key measure of success;
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 NEOs

The following table sets forth all annual and long-term compensation for the financial year ended December 31, 2025, with comparative information for years ended December 31, 2024 and December 31, 2023, for services in all capacities to the Corporation and its subsidiaries, if any, in respect of the NEOs.

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 ($)
					Annual Incentive Plans (3)	Long-Term Incentive Plans
Lonn Bate Interim CEO (5)	2025	235,288	-	67,138	168,255 (9)	-	-	21,712	492,393
	2024	100,000	-	8,241	25,000	-	-	178,485	311,726
	2023	-	-	-	-	-	-	110,475	110,475
Michael J. Maguire Interim CEO (6)	2024	223,368	-	3,391	25,000	-	17,062	-	268,821
	2023	384,521	-	-	76,088	-	24,659	-	485,268
Jay Bachman Interim CFO (7)	2025	238,705	-	-	-	-	-	1,500	240,205
	2024	66,432	-	-	-	-	-	375	66,807
Trevor Barker VP Operations	2025	189,462	-	40,283	38,850	-	-	17,096	285,691
	2024	180,000	-	7,882	44,831	-	-	15,527	248,240
	2023	180,000	-	-	53,246	-	-	12,439	245,685
Justin Morrical VP of Sales and Marketing	2025	152,885		6,714	30,998	-	-	7,771	198,368
	2024	150,000		824	37,359	-	-	9,844	198,027
Dorraine Neal Corporate Controller (8)	2025	150,577		-	23,972	-	-	14,488	189,037
	2024	32,904		-	1,500	-	-	3,310	37,714

Notes:
(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, shortom shares, phantom share units and common share equivalent units.
(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 the value of the options awarded under the relevant 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 and reporting stock option compensation in its audited financial statements.
(3) Annual Incentive Plans are typically awarded and paid in the year following the period in which the performance took place.
(4) Other compensation includes company RRSP contributions and vehicle and parking allowances except for Mr. Bate where other compensation also includes the consulting fees invoiced from his consulting company 1545499 Alberta Ltd for services rendered as Interim CFO in 2023 and 2024.
(5) Mr. Bate was appointed Interim CEO of the Corporation on August 19, 2025. Mr. Bate was CFO and an employee of the Corporation for the period from July 1, 2024 to August 19, 2025. Prior to that, Mr. Bate was Interim CFO for the period from August 17, 2023 to July 1, 2024 and for this period provided his services through his consulting company 1545499 Alberta Ltd.
(6) Mr. Maguire was appointed as CEO on March 23, 2020. With the completion of the Arrangement on August 12, 2024, Mr. Maguire's title changed to Interim CEO and thereafter received no remuneration from the Corporation. 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 awarded in CAD dollars.
(7) Mr. Bachman has been employed as an hourly employee since September 25, 2024, and became an NEO upon his appointment as Interim CFO of the Corporation on August 19, 2025.
(8) Ms. Neal has been employed as a full-time employee of the Corporation since September 30, 2024.
(9) For 2025 Mr. Bate's annual incentive plan compensation included payments of $40,000 and $25,000 paid in the first half of 2025 relating to a retention bonus and a performance bonus achieved on the completion of specific milestones relating to the Arrangement Transaction respectively. The remaining annual incentive plan compensation in 2025 of $103,255 relates to Mr. Bate's 2025 corporate performance bonus.

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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 at December 31, 2025.

	Option-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) ($)	Market or Payout Value of vested Share-Based Awards not paid out or distributed(4) ($)
Lonn Bate Interim CEO	250,000	1.19	Nov 18, 2029	Nil	Nil	Nil	Nil
Trevor Barker VP Operations	150,000	1.19	Nov 18, 2029	Nil	Nil	Nil	Nil
Justin MorricaL VP of Sales	25,000	1.19	Nov 18, 2029	Nil	Nil	Nil	Nil

Notes:

(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, 2025 (the last day the Common Shares traded in the most recently completed financial year), being $0.84 Common Share, and the exercise price of the options.
(3) The aggregate of the market value of the unvested Common Shares held under PSUs issued under the Omnibus Plan as at December 31, 2025 (the last day the Common Shares traded in the most recently completed financial year), being $0.84 Common Share.
(4) The aggregate of the market value of the vested Common Shares held under the PSUs issued under the Omnibus Plan as at December 31, 2025 (the last day the Common Shares traded in the most recently completed financial year), being $0.84 per Common Share.

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 2025 for each NEO.

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 ($)
Lonn Bate Interim CEO	Nil	Nil	168,255 (3)
Jay Bachman Interim CFO	Nil	Nil	Nil
Trevor Barker VP Operations	Nil	Nil	38,850
Justin Morrica VP of Sales	Nil	Nil	30,998

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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 ($)
Dorraine Neal
Corporate Controller	Nil	Nil	23,972

Notes:
(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.
(3) For 2025 Mr. Bate's annual incentive plan compensation included payments of $40,000 and $25,000 paid in the first half of 2025 relating to a retention bonus and a performance bonus achieved on the completion of specific milestones relating to the Arrangement Transaction respectively. The remaining annual incentive plan compensation in 2025 of $103,255 relates to Mr. Bate's 2025 corporate performance bonus.

VI. Group Savings and Retirement Plan

The Corporation has a group RRSP savings plan as described previously under the heading "Other Elements of Compensation – Benefits and Perquisites".

VII. Termination and Change of Control Benefits

As at December 31, 2025, the Corporation has entered into an employment agreement with Lonn Bate (the "Employment Agreement"). The Employment Agreement provides for the NEO's annual base salary, vacation entitlement and benefits.

The Employment Agreement has certain entitlements on termination and change of control as follows:

Termination Event Provisions in employment agreements of NEOs

Resignation
- three (3) months notice written notice required;
- all salary and benefit programs end;
- vested stock options must be exercised within 90 days of the termination date (per the Omnibus 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 Omnibus Plan).

Retirement
- all salary and benefit programs end;
- vested stock options must be exercised within 90 days of the termination date (per the Legacy 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 Omnibus Plan).

Death
- all salary and benefit programs end;
- vested stock options must be exercised within one year (per the Omnibus 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

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Termination Event
Provisions in employment agreements of NEOs

Termination Date (per the Omnibus 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 six-months' salary and benefits to continue for six months.
- vested stock options must be exercised within 90 days of the termination date (per the Omnibus 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 will vest on the Termination Date (per the Omnibus 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 Omnibus Plan).

Change of Control
- payment equal to base salary and benefits for six months;
- the Corporation shall have the power to amend any option agreement to permit the exercise of all remaining options prior to the completion of any change of control transaction, at the discretion of the Board of Directors (per the Omnibus Plan); and
- the Omnibus 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. Bate contains specific provisions relating to a "change of control". Under the Employment Agreement, a "change of control" is defined as:

(a) A change in the Corporation's ownership or management that results in the decision-making capacity of the Corporation being exercised by a different group of majority shareholders and/or majority of directors; or
(b) if the Corporation shall merge or amalgamate or reorganize with another corporation; or
(c) if all or substantially all of the assets or undertakings of the Corporation are sold; or
(d) if the Corporation completed a going private transaction whereby it ceases to be listed on the Toronto Stock Exchange (each a "Trigger Event"); and
(e) as a result of the Trigger Event, that person is either demoted or the Corporation materially diminishes the person's responsibility, authority, title, or office,

then he has sixty (60) days following the Trigger Event to exercise the discretion to accept that he has been terminated without cause by providing the Corporation written notice. In such event, the Corporation shall:

(a) pay six (6) months pay in lieu of notice, and all outstanding vacation pay and expense reimbursement up to the termination date;
(b) pay any earned short-term incentive plan bonus; and
(c) allow the employee to participate in the Corporation's extended health and dental benefits (excluding disability and lift insurance benefits) until the end of the six-month period.

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, 2025:

Name	Event	Severance Period (# of months)	Base Salary (1)(6) ($)	Benefits Value (2) ($)	Options Value (2) ($)	Share-based Awards Value ($)	Total incremental obligation ($)
Lonn Bate
CFO	Resignation	-	-	-	-(3)	-(5)	-
	Retirement	-	-	-	-(3)	-(5)	-
	Termination without cause	6	138	22	-(3)	-(5)	160
	Termination for cause	-	-	-	-(3)	-(5)	-
	Change of Control	6	138	22	-(4)	-(6)	160

Notes:
(1) The NEOs' monthly salary on December 31, 2025 multiplied by the number of months in the severance period.
(2) The value of 16% of the NEOs' severance base salary to compensate for the loss of benefits.
(3) The total value of vested unexercised stock options that are in-the-money based on $0.84, the closing price of the Common shares of the Corporation on the TSX on December 31, 2025.

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(4) The total value of vested and unvested unexercised stock options that are in-the-money based on $0.84, the closing price of the Common shares of the Corporation on the TSX on December 31, 2025.
(5) The value of Units that had vested as at December 31, 2025 based on $0.84, the closing price of the Common shares of the Corporation on the TSX on December 31, 2025.
(6) The total value of vested and unvested Units based on $0.84, the closing price of the Common shares of the Corporation on the TSX on December 31, 2025.

VIII. Executive Compensation Clawback

Each NEO shall repay or forfeit, to the extent permitted by law and as directed by the, any annual incentive or other performance-based compensation awards ("Awards") received by him or her on or after January 1, 2025 if all of the following conditions exist:

the payment, grant or vesting of the Awards was based on the achievement of financial results that were subsequently the subject of a restatement of the Corporation or any of its subsidiaries financial statements (other than a restatement due to a change in accounting policy),
the restatement occurs within thirty-six (36) months of the payment, grant or vesting of the Awards, and
the amount of the compensation that would have been received by the executive officer had the financial results been properly reported would have been lower than the amount actually received, and
the Board determines in its sole discretion that, as a direct result of the restatement of financial information and the impact on the amount of compensation previously paid, it is in the best interests of the Corporation and its shareholders for the executive officer to repay or forfeit all or any portion of the Awards.

Any of the Board's directors deemed not to be independent, as identified pursuant to applicable exchange listing standards, shall abstain from participation in the review of any Awards under the Compensation Claw back protocols.

Repayment can be made from the withholding of salary, proceeds of the sale of the Corporation's stock and the forfeiture of other outstanding awards. This remedy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Corporation.

All determinations and decisions made by the Board's independent directors pursuant to the provisions of this policy shall be final, conclusive and binding on all persons, including the Corporation, its affiliates, its shareholders and employees.

IX. Other Compensation

Other than as set forth herein, the Corporation did not pay any other compensation to NEOs (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 five-year graph compares the yearly change in cumulative shareholder return over the periods indicated (assuming a $100 investment was made on December 31, 2020) on the Common Shares of the Corporation, with the cumulative total return of the S&P/TSX Composite Index from December 31, 2020 to December 31, 2025.

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The trend in the performance graph does not directly correlate to the trend of the compensation paid to the NEOs.

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 NEOs as a result of the NEOs' participation in the equity-based incentive plans offered by the Corporation.

STATEMENT OF DIRECTOR COMPENSATION

The directors' annual retainers are $12,500 each. Further annual retainers paid to the following chairs are as follows:

Position	Additional Compensation – 2025
Chair of the Board	$12,500
Chair of the Audit Committee	$7,500
Chair of the GNR Committee	$2,500
Chair of the Quality, Health, Safety and Environmental Committee	$2,500
Members of the Executive Committee	$3,000

In 2025, the directors received a further $625 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, 2025.

Name of Director	Fees Earned(1) ($)	Share-Based Awards(2) ($)	Option-Based Awards(3) ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total ($)
Simon Batcup	38,625	nil	nil	nil	nil	nil	38,625
Michael Binnion	23,000	nil	nil	nil	nil	nil	23,000
Craig Nieboer	23,000	nil	nil	nil	nil	nil	23,000

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Douglas Strong	31,750	nil	nil	nil	nil	nil	31,750
	116,375	nil	nil	nil	nil	nil	116,375

Notes:
(1) "Fees Earned" means quarterly fees earned by Directors in 2025.
(2) "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 Corporation did not make any share-based awards to a director during 2025.
(3) "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 2025.

II. Incentive Based Awards

Outstanding Share-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				Share-Based Awards
Name of Director	Number of Security Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised in-the-money options	Number of Shares or Units of Shares that have not vested (#)	Market or Payout Value of Share-Based Awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Simon Batcup	25,000	1.19	Nov 18, 2029	nil	nil	nil	nil
Michael Binnion	25,000	1.19	Nov 18, 2029	nil	nil	nil	nil
Craig Nieboer	25,000	1.19	Nov 18, 2029	nil	nil	nil	nil
Douglas Strong	25,000	1.19	Nov 18, 2029	nil	nil	nil	nil

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth the value of option-based awards and share-based compensation 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 ($)	Share-Based Awards – Value vested during the year ($)	Non-Equity Incentive Plan Compensation – Value earned during the year ($)
Simon Batcup	nil	nil	nil
Michael Binnion	nil	nil	nil
Craig Nieboer	nil	nil	nil
Douglas Strong	nil	nil	nil

(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.

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The significant terms of the Options and DSUs issued under the Omnibus 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, 2025.

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)(2)
Equity compensation plans approved by security holders	575,000 Common Shares issuable pursuant to Options granted under the Omnibus Plan (4.5% of the issued and outstanding shares)
Nil Common Shares issuable pursuant to PSUs granted under the Omnibus Plan (Nil% of the issued and outstanding shares)
Nil Common Shares issuable pursuant to DSUs granted under the Omnibus Plan (Nil% of the issued and outstanding shares)	$1.19 per Common Share
N/A
N/A	669,817 Common Shares
(5.5% of the issued and outstanding shares)
Equity compensation plans not approved by security holders	Nil	Nil	Nil
Total	575,000 Common Shares
(4.5% of the issued and outstanding Common Shares)	N/A	669,817 Common Shares
(5.5% of the issued and outstanding Common Shares)

Notes:
(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, 2025, less the outstanding Options, PSUs, RSUs 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

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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, 2025, the Board of Directors was composed of four (4) members, all of whom are independent directors based upon the Board's assessment of the meaning of independence provided in NI 58-101.

During 2025 and year to date 2026, 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.

Simon Batcup 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.

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 2024, 2025 and 2026.

Name of Director	Other Reporting Issuers	Attendance Record at the Corporation's 2024, 2025 and 2026 Board Meetings
Simon Batcup	None	7 of 7 meetings in 2024
5 of 5 meetings in 2025
1 of 1 meetings in 2026
Michael Binnion	Questerre Energy Corporation
High Arctic Overseas Holdings Corp.	6 of 7 meetings in 2024
5 of 5 meetings in 2025
1 of 1 meetings in 2026
Craig Nieboer(1)	None	4 of 4 meetings in 2024(1)
5 of 5 meetings in 2025
1 of 1 meetings in 2026
Douglas Strong	None	7 of 7 meetings in 2024
5 of 5 meetings in 2025

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Name of Director	Other Reporting Issuers	Attendance Record at the Corporation's 2024, 2025 and 2026 Board Meetings
		1 of 1 meetings in 2026

Notes:
(1) Mr. Nieboer joined the Board in 2024.

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 Chair.

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 GNR 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 GNR 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.

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 on March 31, 2026 and includes 17 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 of business conduct 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 Standard. The Whistleblower 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 of business conduct are made

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available to all employees. An independent hotline complete with the ability to report via telephone or online is in place to maintain complete anonymity.

Waivers from the code of business conduct 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).

Nomination of Directors

The Board of Directors has formed the GNR 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 GNR Committee are Craig Nieboer (Chair), Simon Batcup, Michael Binnion, and Douglas Strong.

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

The GNR 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 GNR 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 GNR 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.

(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) oversee the Corporation's environmental, social and governance ("ESG") framework;
(c) reviewing the makeup and needs of the Board of Directors and developing criteria for adding new directors to the Board of Directors; and
(d) evaluating and assessing the effectiveness of the Board of Directors, and its committees in meeting governance objectives and each individual's own contributions.

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The GNR Committee's Terms of Reference are published on the Corporation's website.

Compensation

The GNR Committee is also 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 GNR Committee including a complete description of the GNR Committee's duties and responsibilities in respect of compensation, see the "Executive Compensation – The Governance, Nominating and 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 31, 2026 for the year ended December 31, 2025 filed on SEDAR+ at www.sedarplus.ca), a GNR Committee (discussed previously), and a Quality, Health, Safety and Environmental Committee to assist the Corporation and its subsidiaries in effectively carrying out its responsibilities.

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), Michael Binnion, Craig Nieboer and Douglas Strong. The Quality, Health, Safety and Environmental Committee Terms of Reference are published on the Corporation's website.

Assessments

Ensuring the effectiveness of the Board of Directors, its committees and individual directors is assigned to the GNR Committee. The GNR 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 independent-thinking 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.

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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 GNR 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 GNR 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 GNR 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 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 are no women (nil%) serving on the Board and no women in executive officer positions (nil%). There is one woman (25%) in senior management and head of department roles.

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

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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.

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, 2025, 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 2350, 330 – 5th Ave S.W., Calgary, Alberta, T2P 0L4, Attn: Chief Executive Officer (587) 318-2218 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 31st day of March, 2026.

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EXHIBIT I

MANDATE OF THE BOARD OF DIRECTORS

The Board of Directors (the "Board") of High Arctic Energy Services Inc. (the "Corporation") 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:

Independence

The Board retains the responsibility for managing its own affairs including planning its composition, selecting its Chairman, 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 outside 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.

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.

Management of Risk

The Board shall identify the principal risks 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 to 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.

Oversight of Senior Officers

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 succession planning, 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.

The Board understands that a culture of integrity in its officers and employees is important to the success of the Corporation and its shareholders. The Board will set and review the Policies and Standards of the Corporation to support a culture of integrity.

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.

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.

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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.

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.

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.

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AI assistant

High Arctic Energy Services Inc. — Proxy Solicitation & Information Statement 2026

46091_rns_2026-03-31_f8a95c2a-a638-4a70-ad02-3417529baf04.pdf

HIGH ARCTIC ENERGY SERVICES INC.

HIGH ARCTIC ENERGY SERVICES INC.

NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

GENERAL PROXY MATTERS

Solicitation of Proxies

Notice and Access

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

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 Governance, Nominating and Remuneration Committee

Compensation Risks

Short Selling and Restrictions

Long-term Equity Incentive Plans

A. Options Issued under the Omnibus Plan

B. PSUs and RSUs issued under the Omnibus Plan

C. DSUs issued under the Omnibus Plan

Summary of Outstanding Equity Plans:

Burn Rates

Other Elements of Compensation

Benefits and Perquisites

NEO 2025 Performance

IV. Summary Compensation Table of NEOs

Change of Control

Specific Payments Upon Termination of Employment

VIII. Executive Compensation Clawback

IX. Other Compensation

PERFORMANCE GRAPH

STATEMENT OF DIRECTOR COMPENSATION

I. Director Compensation Table

II. Incentive Based Awards

Outstanding Share-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

Code of Business Ethics and Conduct

Nomination of Directors

Compensation

Other Board Committees

Quality, Health, Safety and Environmental Committee

Assessments

Director Term Limits and Other Mechanisms of Board Renewal

Policies Regarding the Representation of Women on the Board

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

Consideration given to the Representation of Women in Executive Officer Appointments

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

Number of Women on the Board and in Executive Officer Positions

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

AUDIT COMMITTEE INFORMATION

ADDITIONAL INFORMATION

BOARD APPROVAL

EXHIBIT I

MANDATE OF THE BOARD OF DIRECTORS

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High Arctic Energy Services Inc. Proxy Solicitation & Information Statement 2026