Nexera Energy Inc. — Proxy Solicitation & Information Statement 2021

Feb 20, 2021

NEXERA ENERGY INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS

to be held via a Conference Call Meeting only, accessible by phone at:

o 1-866-633-0845 o Conference ID: 7506114

March 19, 2021 1:00 PM (MT)

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT

February 12, 2021

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NEXERA ENERGY INC.

#3A, 4015 – 1 Street SE, Calgary, Alberta

NOTICE OF AN ANNUAL & SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT an Annual & Special Meeting of holders of common shares of Nexera Energy Inc. (the "Corporation") will be held via virtual meeting only at 1:00 p.m. (MT), on March 19, 2021, for the following purposes:

1. to receive the audited financial statements of the Corporation for the fiscal year ended December 31, 2019, together with the report of the auditors thereon;

2. to fix the number of directors at five (5) and to elect the board of directors for the ensuing year;

3. to appoint BDO Canada LLP as the auditors of the Corporation for the ensuing year and to authorize the board of directors to fix the auditors' remuneration;

4. to consider and, if deemed advisable, to pass with or without variation, an ordinary resolution approving the stock option plan, as more particularly described in the accompanying Management Proxy Circular;

5. to consider and, if deemed advisable, approve an ordinary resolution, the full text of which is set forth in the accompanying Management Proxy Circular, to repeal the by-laws of the Corporation and adopt new by-laws for the Corporation; and

6. to transact such other business as may be properly brought before the meeting or any adjournment thereof.

The meeting can be accessed via conference call/phone at:

• 1-866-633-0845

• o Conference ID: 7506114

DATED at Calgary, Alberta, this 12[th] day of February, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Shelby D. Beattie President, Chief Executive Officer and Director

IMPORTANT

As part of our priority to protect the health and safety of the public and our team members in light of the COVID19 situation, we will hold our Annual meeting via conference only at 1:00 p.m. (MT) on March 19, 2021. As a shareholder, you have the right to vote your shares on all items that come before the meeting. Your vote is important and we facilitate voting by enabling you to vote by proxy prior to the meeting. We encourage you to do so and have arranged for voting on the Internet, by phone, by fax or by mail. You can also vote by attending the conference call meeting.

It is desirable that as many securities as possible be represented at the meeting. If you are a registered Shareholder and are unable to attend the virtual Meeting or any adjournment thereof in person, please complete, sign and mail the enclosed form of proxy to, or deposit it with, Computershare Trust Company of Canada, Proxy Dept., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or by facsimile at 1-866-249-7775, so that it is received no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting or any adjournment thereof. Registered Shareholders may also use the internet site at www.investorvote.com to transmit their voting instructions or vote by phone at 1-866-732VOTE (8683) (toll free within North America), or 1-312-588-4290 (outside North America).

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NEXERA ENERGY INC.

MANAGEMENT INFORMATION CIRCULAR

For the Annual & Special Meeting of Shareholders to be held on March 19, 2021

As part of our priority to protect the health and safety of the public and our team members in light of the COVID-19 situation, we will hold our Annual meeting via conference only at 1:00 p.m. (MT) on March 19, 2021. As a shareholder, you have the right to vote your shares on all items that come before the meeting. Your vote is important and we facilitate voting by enabling you to vote by proxy prior to the meeting. We encourage you to do so and have arranged for voting on the Internet, by phone, by fax or by mail. You can also vote by attending the conference call meeting.

PROXIES

Solicitation of Proxies

This management information circular and proxy statement (the "Management Proxy Circular") is furnished in connection with the solicitation of proxies by the management of Nexera Energy Inc. (the "Corporation") for use at the Annual & Special Meeting of the holders (the "Shareholders") of common shares (the "Common Shares") of the Corporation to be held via conference call meeting only at 1:00 p.m. (MT) on March 19, 2021, and at any adjournment thereof (the "Meeting"), for the purposes set forth in the Notice of Meeting accompanying this Management Proxy Circular. Solicitation of proxies will be primarily by mail, but may also be undertaken by way of telephone, facsimile or oral communication by the directors, officers and regular employees of the Corporation, at no additional compensation. Costs associated with the solicitation of proxies will be borne by the Corporation.

The meeting can be accessed via conference call/phone at:

o 1-866-633-0845 o Conference ID: 7506114

Appointment of Proxyholders

Accompanying this Management Proxy Circular is an instrument of proxy for use at the Meeting. Shareholders who are unable to attend the Meeting in person and wish to be represented by proxy are required to date and sign the enclosed instrument of proxy and return it in the enclosed return envelope. All properly executed instruments of proxy for Shareholders must be mailed so as to reach or be deposited at the offices of Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 not later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the time set for the Meeting or any adjournment thereof.

The persons designated in the instrument of proxy are officers and/or directors of the Corporation. A Shareholder has the right to appoint a person (who need not be a Shareholder) other than the persons designated in the accompanying instrument of proxy, to attend at and represent the Shareholder at the Meeting . To exercise this right, a Shareholder should insert the name of the designated representative in the blank space provided on the instrument of proxy and strike out the names of management's nominees. Alternatively, a Shareholder may complete another appropriate instrument of proxy.

Signing of Proxy

The instrument of proxy must be signed by the Shareholder or the Shareholder's duly appointed attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by a duly authorized officer or attorney of the corporation. An instrument of proxy signed by a person acting as attorney or in some other representative capacity (including a representative of a corporate Shareholder) should indicate that person's capacity (following his or her signature) and should be accompanied by the

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appropriate instrument evidencing qualification and authority to act (unless such instrument has previously been filed with the Corporation).

Revocability of Proxies

A Shareholder who has submitted an instrument of proxy may revoke it at any time prior to the exercise thereof. In addition to any manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or by his or her duly authorized attorney or, if the Shareholder is a corporation, under its corporate seal or executed by a duly authorized officer or attorney of the corporation and deposited either: (i) at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournments thereof, at which the instrument of proxy is to be used; or (ii) with the Chairman of the Meeting on the day of the Meeting, or any adjournment thereof. In addition, an instrument of proxy may be revoked: (i) by the Shareholder personally attending the Meeting and voting the securities represented thereby or, if the Shareholder is a corporation, by a duly authorized representative of the corporation attending at the Meeting and voting such securities; or (ii) in any other manner permitted by law.

Voting of Proxies and Exercise of Discretion by Proxyholders

All Common Shares represented at the Meeting by properly executed proxies will be voted on any ballot that may be called for and, where a choice with respect to any matter to be acted upon has been specified in the instrument of proxy, the Common Shares represented by the instrument of proxy will be voted in accordance with such instructions. The management designees named in the accompanying instrument of proxy will vote or withhold from voting the Common Shares in respect of which they are appointed in accordance with the direction of the Shareholder appointing him or her on any ballot that may be called for at the Meeting. Each Shareholder can vote for all of the nominated directors, vote for some of them and withhold for others, or withhold for all of them. In the absence of such direction, such Common Shares will be voted "FOR" the proposed resolutions at the Meetings, including the election of each of the nominated directors. The accompanying instrument of proxy confers discretionary authority upon the persons named therein with respect to amendments of or variations to the matters identified in the accompanying Notice and with respect to other matters that may properly be brought before the Meeting. In the event that amendments or variations to matters identified in the Notice are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the management designees to vote in accordance with their best judgment on such matters or business. At the time of printing this Management Proxy Circular, the management of the Corporation knows of no such amendment, variation or other matter to come before the Meeting other than the matters referred to in the accompanying Notice.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED ON

Except as disclosed in this Management Proxy Circular, none of the directors or executive officers of the Corporation at any time since the beginning of the Corporation's last financial year, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise in any matter to be acted on, other than the election of directors or the appointment of auditors.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting of Common Shares – General

The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting is February 1, 2021 (the "Record Date"). Only Shareholders whose names are entered in the Corporation's register of shareholders at the close of business on that date and holders of Common Shares issued by the Corporation after such date and prior to the Meeting will be entitled to receive notice of and to vote at the Meeting, provided that, 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 or she owns the Common Shares and demands, not later than ten days before the Meeting, that his or her name be included on the Shareholder list before the Meeting, in which case the transferee shall be entitled to vote his or her Common Shares at the Meeting.

The Corporation is authorized to issue an unlimited number of Common Shares without par value and an unlimited number of Preferred Shares. On the Record Date, of the Corporation's authorized Common

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Shares, 45,311,491 Common Shares were issued and outstanding as fully paid and non-assessable and no other shares were outstanding.

Voting of Common Shares – Advice to Non-Registered Holders

Only registered holders of Common Shares, or the persons they appoint as their proxies, are permitted to attend and vote at the Meeting. However, in many cases, Common Shares beneficially owned by a holder (a "Non-Registered Holder") are registered either:

• (a) in the name of an intermediary (an "Intermediary") that the Non-Registered Holder deals with in respect of the Common Shares. Intermediaries include banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans; or

• (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited or "CDS").

In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Corporation has distributed copies of the Notice, this Management Proxy Circular and the instrument of proxy (collectively, the "Meeting Materials") to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward meeting materials to Non-Registered Holders unless a NonRegistered Holder has waived the right to receive them. Typically, Intermediaries will use a service company (such as ADP Investor Communications ("ADP")) to forward meeting materials to NonRegistered Holders.

Generally, Non-Registered Holders who have not waived the right to receive meeting materials will:

• (a) have received as part of the Meeting Materials a voting instruction form which must be completed, signed and delivered by the Non-Registered Holder in accordance with the directions on the voting instruction form; voting instruction forms sent by ADP permit the completion of the voting instruction form by telephone or through the Internet at www.investorvote.com; or

• (b) less typically, be given a proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise uncompleted. This form of proxy need not be signed by the Non-Registered Holder. In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with Computershare Trust Company of Canada at the address referred to above.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Holder wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the NonRegistered Holder should strike out the names of the persons named in the proxy and insert the NonRegistered Holder's (or such other person's) name in the blank space provided or, in the case of a voting instruction form, follow the corresponding instructions on the form. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies.

Only registered Shareholders have the right to revoke a proxy. Non-Registered Holders who wish to change their vote must in sufficient time in advance of the Meeting, arrange for their respective Intermediaries to change their vote and if necessary, revoke their proxy in accordance with the revocation procedures set above.

Voting by Internet

Nexera Energy Inc. shareholders may use the internet site at www.investorvote.com to transmit their voting instructions. Shareholders should have the form of proxy in hand when they access the web site and will be prompted to enter their Control Number, which is located on the form of proxy. If Shareholders vote by internet, their vote must be received not later than 1:00 p.m. (MT) on March 17, 2021 or 48 hours prior to the time of any adjournment of the Meeting. The website may be used to appoint a proxyholder to attend and vote on a Shareholder's behalf at the Meeting and to convey a Shareholder's voting instructions. Please note that if a Shareholder appoints a proxyholder and submits their voting instructions and subsequently wishes to change their appointment, a Shareholder may resubmit their proxy and/or

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voting direction, prior to the deadline noted above. When resubmitting a proxy, the most recent submitted proxy will be recognized as the only valid one, and all previous proxies submitted will be disregarded and considered revoked, provided that the last proxy is submitted by the deadline noted above.

Principal Holders of Common Shares

The following table sets forth, to the best of the knowledge of the directors and executive officers of the Corporation, as at the date hereof, the only persons, corporations or other entities (other than securities depositories) who beneficially own, directly or indirectly, or exercise control or discretion over voting securities carrying more than 10% of the voting rights attached to the shares of the Corporation.

Name and Municipality of Residence Carlo Enrique Gutierrez(1)	Type of Ownership Direct(1)	Number of Common Shares 5,899,568	**Percentage **
			13.02%

Notes:

(1) Mr. Gutierrez is a Director of the Corporation.

Quorum

Pursuant to the by-laws of the Corporation, a quorum of Shareholders is present at the Meeting irrespective of the number of persons actually present if 2 persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or representative for a shareholder so entitled holding or representing not less than 10% of the issued and voting capital of the Corporation. Pursuant to the Business Corporations Act (Alberta) and the by-laws, if a quorum is present at the opening of the Meeting, the Shareholders present may proceed with the business of the Meeting notwithstanding that a quorum is not present throughout the Meeting. If a quorum is not present at the opening of the Meeting, the Shareholders present may adjourn the Meeting to a fixed time and place but may not transact any other business.

STATEMENT OF EXECUTIVE COMPENSATION

General

The following information, dated as of February 12, 2021, is provided in accordance with Form 51102F6V – Statement of Executive Compensation – Venture Issuers (the "Form"), in such term as defined by National Instrument 51-102.

For the purposes of this Form, a "Named Executive Officer", or "NEO", means each of the following individuals:

• (a) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief executive officer ("CEO"), including an individual performing functions similar to a CEO;

• (b) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief financial officer ("CFO"), including an individual performing functions similar to a CFO;

• (c) in respect of the Corporation and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000;

• (d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was not an executive officer of the Corporation, and was not acting in a similar capacity, at the end of that financial year.

Based on the foregoing definitions, the Corporation's NEO's in respect of the year ended December 31, 2019 are Shelby D. Beattie (President and Chief Executive Officer) and Michael L. Rice (Chief Financial Officer, Vice President and Secretary).

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DIRECTOR AND NEO COMPENSATION

Director and NEO compensation, excluding stock options and other compensation securities

The following table sets forth all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Corporation, or a subsidiary of the Corporation thereof to each director and each NEO of the Corporation, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Corporation, for each of the Corporation's two most recently completed financial years:

	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities
Name and Position	Year Ended Dec 31:	Salary ($)	Bonus ($)	Committee or meeting fees ($)(1)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Shelby D. Beattie President and Chief Executive Officer	2020 2019	167,704 195,876	Nil Nil	Nil Nil	Nil Nil	Nil Nil	167,704 195,876
Michael L. Rice Chief Financial Officer, Vice President and Secretary	2020 2019	156,000 156,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	156,000 156,000
Gibson C. Scott Director	2020 2019	Nil Nil	Nil Nil	$7,500 $7,500	Nil Nil	Nil Nil	$7,500 $7,500
Kendall Dilling Director	2020 2019	Nil Nil	Nil Nil	$7,500 $7,500	Nil Nil	Nil Nil	$7,500 $7,500
Conrad K. Wagenaar Director	2020 2019	Nil Nil	Nil Nil	$7,500 $7,500	Nil Nil	Nil Nil	$7,500 $7,500
Carlo Enrique Gutierrez Director	2020 2019	Nil Nil	Nil Nil	$7,500 $3,750	Nil Nil	Nil Nil	$7,500 $3,750

Notes :

(1) Each non-management director receives $3,500 annually and a $1,000 fee per meeting. Each non-management director accrued fees for 2019 and 2020 (but such fees have not yet been paid by the Corporation).

Stock options and other compensation securities

The following table sets forth details for all stock options outstanding for each of the NEO's and directors as at December 31, 2020. The closing price of the Common Shares on the TSX Venture Exchange on December 31, 2020 was $0.05.

		Compensation Securities	Compensation Securities
Name and Position	Number of stock options	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of stock option on date of grant ($)	Expiry date
Shelby D. Beattie President and Chief Executive Officer	Nil	N/A	N/A	N/A	N/A
Michael L. Rice Chief Financial Officer, Vice President and Secretary	Nil	N/A	N/A	N/A	N/A
Gibson C. Scott Director	Nil	N/A	N/A	N/A	N/A
Kendall Dilling Director	Nil	N/A	N/A	N/A	N/A
Conrad K. Wagenaar Director	Nil	N/A	N/A	N/A	N/A
Carlo Enrique Gutierrez Director	Nil	N/A	N/A	N/A	N/A

There were no exercises of stock options by NEO’s nor directors of the Corporation during the years ended December 31, 2019 or December 31, 2020.

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Stock option plans and other incentive plans

The Corporation has no other incentive plans other than its stock option plan (the " Plan "). The Plan provides that the board of directors may from time to time, in its discretion grant to directors, officers and employees of the Corporation and to consultants retained by the Corporation, non-transferable options to purchase common shares (" Common Shares "), or such other shares as may be substituted therefore, in the capital of the Corporation for a period of up to five years from the date of the grant provided that the number of Common Shares reserved for issuance may not exceed 10% of the total issued and outstanding Common Shares of the Corporation at the date of the grant.

The purpose of this Plan is to advance the interests of the Corporation by encouraging the directors, officers and employees of the Corporation and consultants retained by the Corporation to acquire Common Shares, thereby: (i) increasing the proprietary interests of such persons in the Corporation; (ii) aligning the interests of such persons with the interests of the Corporation's shareholders generally; (iii) encouraging such persons to remain associated with the Corporation and (iv) furnishing such persons with an additional incentive in their efforts on behalf of the Corporation.

The following is a summary of the material terms of the Plan:

• The number of Common Shares to be reserved and authorized for issuance pursuant to options granted under the Plan shall not exceed ten percent (10%) of the total number of issued and outstanding shares in the Corporation.

• Under the Plan, the aggregate number of optioned Common Shares granted to any one optionee in a 12-month period must not exceed 5% of the Corporation's issued and outstanding shares. The number of optioned Common Shares granted to any one consultant in a 12-month period must not exceed 2% of the Company's issued and outstanding shares. The aggregate number of optioned Common Shares granted to an optionee who is employed to provide investor relations' services must not exceed 2% of the Company's issued and outstanding Common Shares in any 12-month period.

• The exercise price for options granted under the Plan will not be less than the market price of the Corporation's Common Shares at the time of the grant, less applicable discounts permitted by the policies of the TSX Venture Exchange ("TSX-V").

• Options will be exercisable for a term of up to five years, subject to earlier termination in the event of the optionee's death or the cessation of the optionee's services to the Corporation.

• Options granted under the Plan are non-assignable.

The Corporation's current Plan was approved by shareholders at the Corporation's Annual and Special Meeting of the Shareholders held on December 12, 2019. The Plan will be subject for approval at the Corporation's at the Meeting. The Plan is attached hereto as Appendix A.

Employment, consulting and management agreements

The Corporation has entered into employment agreements with each of Mr. Beattie and Mr. Rice, which set forth the terms of their compensation. Each of these agreements is, as applicable, reviewed by the board of directors of the Corporation.

Compensation of Shelby D. Beattie, President/Chief Executive Officer 2020

Shelby Beattie, Chief Executive Officer of the Corporation, entered into an independent contractor agreement with the Corporation effective December 31, 1999, which governs the terms of his services and compensation. Mr. Beattie's agreement provided for remuneration based on an hourly rate of $137.50 through December 2015 and reimbursements of out-of-pocket expenses. Beginning January 1, 2016, the hourly rate decreased to 97.50 per hour. It should be noted that Mr. Beattie has deferred a significant portion of his annual compensation as oil prices have decreased. As of December 31, 2020 this deferred amount totaled $308,816. Mr. Beattie's agreement term has been extended to July 31, 2022 or until the agreement is terminated by either party upon 30 days' written notice. For a summary of

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compensation paid to Mr. Beattie in respect of the year ended December 31, 2019 refer to the compensation tables above (under Director and NEO Compensation ).

Compensation of Michael L. Rice, Chief Financial Officer, Vice President and Secretary 2020

Michael Rice, Chief Financial Officer, Vice President and Secretary of the Corporation, entered into an employment agreement with the Corporation effective July 1, 2005, which governs the terms of his employment with the Corporation. Mr. Rice's employment agreement provided for gross annual remuneration for the years 2008 and 2009 (each year beginning on July 1 and ending the following June 30) of $144,000 (and thereafter such amount as the Board of Directors approved, but such amount not to be less than $120,000 per annum) and such benefits as the Corporation may offer to its executive employees, including, but not limited to, use of a company automobile, coverage under the Corporation's director and officer insurance policy, participation in the Corporation's stock option plans and payment of cellular phone and pager expenses. Mr. Rice is also entitled to receive such additional remuneration, by way of bonus or otherwise, as the Board of Directors may approve, to fairly compensate him for any exceptional performance in discharging the duties and responsibilities of his office. Mr. Rice's employment agreement continued until June 30, 2010, and thereafter, automatically renewed yearly, subject to either party's right to terminate upon 90 days' written notice (except where it relates to a change of control or termination for cause). Upon termination, Mr. Rice may be entitled to certain additional payments (see " Termination and Change of Control Benefits " herein). In the event of any such termination, for any reason, any unvested stock options held by Mr. Rice would expire and terminate, and any vested options would have to be exercised within a specified period of time. Pursuant to his employment agreement, Mr. Rice has agreed to not compete with the Corporation for a period of twelve months from the date of the termination of employment. For a summary of compensation paid to Ms. Forbes in respect of the year ended December 31, 2019 refer to the compensation tables above (under Director and NEO Compensation ).

Termination and Change of Control Benefits

The Corporation has an employment agreement in place with Mr. Rice and independent contractor agreement with Mr. Beattie.

Other than as described below, there are no compensatory plans, contracts or arrangements with any Named Executive Officer (including payments to be received from the Corporation or any subsidiary), which result or will result from the resignation, retirement or any other termination of employment of such Named Executive Officer or from a change of control of the Corporation or any subsidiary thereof or any change in such Named Executive Officer's responsibilities following a change in control, where the Named Executive Officer is entitled to payment or other benefits.

Mr. Rice's employment agreement provides that if Mr. Rice is terminated for any reason, other than voluntary resignation or 'for cause', he shall be entitled to receive: (i) a termination benefit equal to 50% of his annual salary in effect on the date of termination; (ii) the monetary value of all accrued, unused vacation time; (iii) an amount equal to the value of incentive compensation under the Corporation's plans and policies then in effect, to which he would have been entitled if he had been employed for the 180 days following the date of termination; and (iv) an amount equal to the value of employee benefits for which he would have been entitled if he had been employed for the 180 days following the date of termination.

In the event of a change of control of the Corporation which is unsatisfactory to Mr. Rice, Mr. Rice shall have the right to terminate his employment and receive the full termination benefits outlined above and shall further be entitled to cash compensation equalling the value of a certain promissory note granted by the Corporation to Mr. Rice, plus additional cash compensation to pay any associated tax with the payment of such compensation, excluding the value of the shares held as security by the Corporation in connection with such promissory note. In the event of termination for cause, Mr. Rice's employment shall terminate immediately without further notice and without any rights or benefits, as provided above.

Oversight and description of directors and NEO compensation

Compensation of the Named Executive Officers of the Corporation is reviewed annually by the Corporation's Board of Directors. The Board of Directors' objective in setting compensation levels is that the aggregate compensation received by Named Executive Officers be generally competitive with the compensation received by persons with similar qualifications and responsibilities who are employed by

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other companies of corresponding size and stage of development. In setting such levels, the Board relies primarily on their own experience and knowledge of the marketplace, supplemented by independent advisors, as required.

Compensation provided to Named Executive Officers consists of two principal components: (1) base salaries and bonuses; and (2) options granted pursuant to the Corporation's stock option plan (the " Plan ").

Base Salaries and Bonus – The Corporation's view of base salaries is that they should be competitive with industry peers, to the extent that can be determined, and with other public companies at similar stages of development and having similar assets, number of employees, market capitalization and profit margin. The employment agreement entered into with Mr. Michael Rice provides that the salary or compensation is subject to normal periodic review on or about the anniversary date of any employment agreement. In addition to the salary, the Board of Directors of the Corporation may, from time to time, pay a bonus to Named Executive Officers for either the accomplishment of specific performance criteria or for exceptional performance, as may be applicable in accordance with their respective agreements with the Corporation.

Options – Pursuant to the Corporation's Plan, the Board of Directors of the Corporation, at its discretion, determines all grants of stock options to Named Executive Officers. Such grants are considered incentives intended to align the Named Executive Officers' and shareholders' interests in the long term. The Corporation emphasizes stock options in executive compensation as they allow the Named Executive Officers to share in corporate results in a manner that is relatively costeffective despite the effects of treating stock options as a compensation expense.

The Corporation has entered into an employment agreement with Mr. Rice for his services as the Chief Financial Officer which sets forth the terms of his compensation. The Corporation has also entered into independent contracting agreements with Mr. Beattie for his services as President and Chief Executive Officer which sets forth the terms of his compensation. These agreements are reviewed by the Board of Directors on an annual basis.

Compensation Risk Assessment and Mitigation

The Board of Directors considers the implications of the risks associated with the Corporation's compensation policies and practices when determining rewards for its executives and ensures that those policies do not encourage management to take inappropriate or excessive risks. The Board of Directors does not believe that there are any risks arising from the compensation programs that would be reasonably likely to have a material adverse effect on the Corporation.

The Corporation's compensation program includes several mechanisms to ensure risk-taking behaviour falls within reasonable risk tolerance levels, including:

• a balanced compensation mix between fixed and variable (at 0 risk) and between short and longterm incentives that defer award value

• requirement for Board approval of short-term incentive awards

• establishment of a compensation package within range of competitive practices (peer group)

• utilizing longer-term incentive plans for diversification and alignment with risk realization periods (option based awards)

Under the Corporation's policies, neither officers nor directors are permitted to take any derivative or speculative positions in the Corporation's securities. This is to prevent the purchase of financial instruments that are designed to hedge or offset any decrease in the market value of the Corporation's securities.

Director Compensation

For the year ending December 31, 2020, the Corporation compensated its directors in their capacity as a director of the Corporation. Each non-management director receives $3,500 annually and a $1,000 fee per meeting. Each non-management director accrued fees of $7,500 for 2020 (but such fees have not yet been paid by the Corporation).

Each director is eligible to receive stock options of the Corporation. The Corporation has in the past compensated the directors with stock options.

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The Corporation has purchased, at its expense, a directors’ and officers’ liability insurance policy, which expires September 1, 2021. This covers the directors and officers of the Corporation against liability incurred by them in their capacities as directors and officers of the Corporation. The coverage has an aggregate limit of $1,000,000. There is a deductible of $25,000. Premiums paid by the Corporation for the directors and officers liability insurance are $8,500 per annum.

For a summary of compensation paid to the directors of the Corporation in respect of the year ended December 31, 2020 please refer to the compensation tables above (under Director and NEO Compensation ).

Pension Disclosure

The Corporation does not have any defined benefit or defined contribution pension plans in place which provide for payments or benefits at, following, or in connection with retirement.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information as at the end of the Corporation's most recently completed financial year with respect to compensation plans under which equity securities of the Corporation are authorized for issuance.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	Nil(1)	Nil	4,531,149(1)
Equity compensation plans not approved by securityholders	Nil	Nil	N/A
Total	Nil(1)	Nil	45,531,149(1)

Note:

(1) The Corporation's shareholders approved a rolling Stock Option Plan reserving a maximum of 10% of the issued and outstanding Common Shares of the Corporation and must receive yearly shareholder approval of the Stock Option Plan. On December 31, 2020, the Corporation had 45,311,491 issued and outstanding Common Shares.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Other than as provided in the tables below, none of the directors and officers of the Corporation, any proposed management nominee for election as a director of the Corporation or any associate of any director, officer or proposed management nominee is or has been indebted to the Corporation at any time during the last completed financial year.

Aggregate Indebtedness as of the Record Date

The following table provides the aggregate indebtedness of all executive officers, directors, employees and former executive officers, directors and employees of the Corporation outstanding as at the Record Date.

Purpose Asset Disposition/Share Purchases	To the Corporation or its Subsidiaries $247,970	To Another Entity
		Nil

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Indebtedness of Directors and Executive Officers under Securities Purchase and Other Programs

Name and Principal Position Michael Rice Chief Financial Officer	Involvement of Corporation or Subsidiary Assumed Lender	Largest Amount Outstanding during 2020 ($) $247,970	Amount Outstanding as February 12, 2021 ($) $247,970	Financially Assisted Securities Purchases During 2020 (#) Nil	Security for Indebtedness Security over principal's Common Shares	Amount Forgiven During 2020 ($)
						Nil

In connection with the disposition of certain oil and gas assets by the Corporation in 1999, the Corporation was assigned a promissory note owing by Mr. Michael Rice. The note has no fixed maturity date (unless the officer's employment is terminated or he is petitioned into bankruptcy wherein the note and accrued interest becomes immediately payable) and bears interest at a rate of 3% per annum. In connection with such loan, 26,200 Common Shares owned by Mr. Rice have been granted as security to the Corporation (fair value of such shares was $1,310 as at December 31, 2020).

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed in this Management Proxy Circular, none of the informed persons of the Corporation (as defined in National Instrument 51-102), nor any proposed nominee for election as a director of the Corporation, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to the issued shares of the Corporation, nor any associate or affiliate of the foregoing persons has 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 case, has or will materially affect the Corporation and none of such persons has any material interest in any transaction proposed to be undertaken by the Corporation that will materially affect the Corporation.

MANAGEMENT CONTRACTS

Except as disclosed in this Management Proxy Circular, the Corporation does not have in place any management contracts between the Corporation and any directors or executive officers and there are no management functions of the Corporation that are to any substantial degree performed by a person or company other than the directors or executive officers (or private companies controlled by them, either directly or indirectly) of the Corporation.

Audit Committee

Please see the attached Appendix "B" for information on the Audit Committee (Form 52-110F2).

Corporate Governance Disclosure

Please see the attached Appendix "C" for information on the Corporation's Corporate Governance (Form 58-101F2).

PARTICULARS OF MATTERS TO BE ACTED UPON

Financial Statements

The financial statements of the Corporation for the year ended December 31, 2019 and the Auditors' Report thereon accompanying this Management Proxy Circular will be placed before the Shareholders at the Meeting for their consideration. No formal action will be taken at the Meeting to approve the financial statements, which have been approved by the board of directors of the Corporation in accordance with applicable corporate and securities legislation. Any questions regarding the financial statements may be brought forward at the Meeting.

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Shareholders who wish to receive interim financial statements are encouraged to send the enclosed notice, in the addressed envelope to Computershare.

Election of Directors

The term of office of each of the present directors expires at the Meeting. The number of directors to be elected at the Meeting is proposed to be fixed at five (5). Management of the Corporation proposes to nominate each of the persons named below for election as directors of the Corporation at the Meeting to serve until the next annual meeting of the Shareholders of the Corporation, unless his office is earlier vacated. The board of directors currently consists of five (5) directors and all of the nominees are currently members of the board of directors of the Corporation.

Unless otherwise directed, the management designees named in the accompanying instrument of proxy intend to vote in favor of the election, as directors, of the nominees whose names are set forth below. In the event that prior to the Meeting, any vacancies occur on the slate of nominees submitted herewith, it is intended that discretionary authority will be granted to vote proxies solicited by or on behalf of management for the election of any other person or persons as directors. Management is not currently aware that any such nominees would not be willing to serve as director if elected.

The following information concerning the proposed nominees has been furnished by each of them:

Name, Residence and Office(s) held Principal Occupation or Employment for the Last Five Years Became a Director / Officer SHELBY D. BEATTIE(2)(3) San Antonio, Texas, USA President, Chief Executive Officer and Director President of the Corporation since September 2001, Chief Executive Officer of the Corporation since February 2005, and Chief Financial Officer of the Corporation from August 1997 to February 2005. Consultant with DVA Group, Inc. since 1997. Prior thereto, Vice President of Phoenix Oil & Gas Inc. since 1982. May 1997 GIBSON C. SCOTT(3) Calgary, Alberta, Canada Chief Operating Officer and Director Chief Operating Officer of the Corporation since February 2005. Currently the President of TrueBore Consulting Inc. Prior thereto, Mr. Scott was employed with Sperry-Sun Drilling Services, a global oilfield service provider. April 2003 KENDALL DILLING(2)(3) Calgary, Alberta, Canada Director Vice President, Regulatory with Cenovus Energy. March 2010 CONRAD K. WAGENAAR(2)(3) Calgary, Alberta, Canada Director Vice President of Acquisitions and Investments for The Hillcrest Group of Companies. August 2010 CARLO ENRIQUE GUTIERREZ(3) San Antonio, Texas, USA Director Project Manager CP Hauling LLC. July 2019

Voting Securities Beneficially Owned(4) Percentage of Issued and Outstanding Voting Securities 1,413,225(3) 3.12% 75,090 0.166% 180,421 0.398% 31,193 0.069% 5,899,568 13.02%

Notes:

(1) The information as to the number of Common Shares beneficially owned, not being within the knowledge of the Corporation, has been furnished by the respective nominees. These figures do not include any securities that are convertible into or exercisable for Common Shares.

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• (2) The Corporation's audit committee is currently comprised of Messrs. Dilling, Beattie and Wagenaar. (3) The Corporation's executive compensation committee is comprised of the entire Board of Directors.

Corporate Cease Trade Orders or Bankruptcies

Other than as set forth below, no director or proposed director of the Corporation is, or has been within the past ten years, a director or officer of any other company that, while such person was acting in that capacity:

• (i) was the subject of a cease trade or similar order or an order that denied the company access to any exemptions under securities legislation for a period of more than 30 consecutive days;

• (ii) was subject to an event that resulted, after that individual ceased to be a director or officer, in the company being the subject of a cease trade or similar order or an order that denied the company access to any exemptions under securities legislation for a period of more than 30 consecutive days; or

• (iii) within a year of that individual 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.

On May 5, 2016, the Alberta Securities Commission issued a cease trade order against the Corporation as a result of the Corporation's failure to file its annual audited financial statements, annual management's discussion and analysis, and certification of annual filings for the year ended December 31, 2015 (the "2015 Unfiled Documents"). The Corporation was also the subject of cease trade orders issued by the Ontario Securities Commission on May 10, 2016 and the British Columbia Securities Commission on May 12, 2016 for failure to file its 2015 Unfilled Documents. On May 6, 2016 the TSXV suspended trading in the Corporation’s securities as a result of the cease trade order issued by the Alberta Securities Commission. The 2015 Unfiled Documents were ultimately filed on August 2, 2016. The cease trade order was revoked by the Alberta Securities Commission on April 20, 2017 (and was automatically reciprocated in the other jurisdictions). All of the proposed directors of the Corporation were directors at the time such cease trade orders were issued.

On May 8, 2017, the Alberta Securities Commission issued a cease trade order against the Corporation as a result of the Corporation's failure to file its annual audited financial statements, annual management's discussion and analysis, and certification of annual filings for the year ended December 31, 2016 (the "2016 Unfiled Documents"). The 2016 Unfiled Documents were filed on or about May 12, 2017. The cease trade order was revoked by the Alberta Securities Commission on May 19. The TSXV reinstated trading of the Corporation’s securities on May 26, 2017. All of the proposed directors of the Corporation were directors at the time such cease trade order was issued.

Budget Waste Inc. filed for CCAA proceedings in Q1 2009 and emerged from CCAA after restructuring in Q1 2010 but was unable to remain a going concern and entered bankruptcy proceedings in Q4 2010. Kendall Dilling was a director of Budget Waste Inc. at the time of such proceedings.

Individual Bankruptcies

No director or proposed director of the Corporation is or has, within the ten years prior to the date hereof, 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 that individual.

Penalties or Sanctions

No director or proposed director of the Corporation has been subject to 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. No director or proposed director of the Corporation has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

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Conflicts of Interest

The directors and officers of the Corporation may, from time to time, be involved with the business and operations of other issuers, in which case a conflict of interest may arise between their duties as officers and directors of the Corporation and as officer and directors of such other companies. Such conflicts must be disclosed in accordance with, and are subject to such procedures and remedies, as applicable, under the Canada Business Corporations Act .

Appointment of Auditors

Unless otherwise directed, the management designees named in the accompanying instrument of proxy intend to vote in favour of the re-appointment of BDO CANADA LLP, Chartered Accountants as auditors of the Corporation, to hold office until the close of the next annual meeting, at a remuneration to be determined by the board of directors of the Corporation. BDO CANADA LLP were first appointed as auditors of the Corporation in 2013. Approval of the appointment of the auditors will require the affirmative votes of the holders of not less than half of the votes cast in respect thereof by Shareholders present in person or by proxy at the Meeting. Unless instructed otherwise, the management designees in the accompanying Instrument of Proxy intend to vote FOR the resolution.

Approval of Stock Option Plan

Pursuant to Policy 4.4 of the TSX Venture Exchange (the "Policy"), Corporations that have a rolling stock option plan reserving a maximum of 10% of the issued and outstanding shares of the Corporation must receive yearly shareholder approval of the stock option plan. The directors of the Corporation have approved the Stock Option Plan in the form attached hereto as Appendix "A". The TSX Venture Exchange requires the Stock Option Plan to be approved by the shareholders of the Corporation.

Management of the Corporation will place before the Meeting the following resolution relating to the approval of the Stock Option Plan:

"BE IT RESOLVED THAT:

1. the Stock Option Plan of the Corporation be and is hereby ratified and approved in substantially the form attached as Appendix "A" to the Management Proxy Circular prepared for the purposes of this Meeting;

2. any director or officer be and is hereby authorized to amend the Stock Option Plan should such amendments be required by applicable regulatory authorities including, but not limited to, the TSX Venture Exchange;

3. any director or officer be and is hereby authorized to execute and deliver all such deeds, documents and other writings and perform such acts as may be necessary in order to effect the Stock Option Plan and the board of directors of the Corporation from time to time, be authorized to grant options in the capital stock of the Corporation pursuant to and in accordance with the provisions with the Stock Option Plan; and

4. notwithstanding the approval of the shareholders of the Corporation as herein provided, the board of directors of the Corporation may, in its sole discretion, revoke this resolution before it is acted upon, without further approval of the shareholders of the Corporation."

The approval by Shareholders requires a favourable vote of a majority of the Common Shares voted in respect thereof at the Meeting. The TSX Venture Exchange requires such approval before it will allow the adoption of the Stock Option Plan. Options to purchase Common Shares that were previously granted to directors, officers and employees of the Corporation will be deemed to be granted under the Plan. Unless instructed otherwise, the management designees in the accompanying instrument of proxy intend to vote FOR the resolution to ratify, adopt and re-approve the Stock Option Plan .

Repeal and Replacement of Bylaws

Section 102(2) of the Business Corporations Act (Alberta) provides that when directors resolve to make, amend or repeal any bylaws that regulate the business or affairs of a corporation, they must submit the bylaw, amendment or repeal of a bylaw to the shareholders at the next meeting of shareholders, and the shareholders may, by ordinary resolution, confirm, reject or amend the bylaw, amendment or repeal.

At the Meeting, the Shareholders will be asked to consider and, if thought appropriate, to pass an

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ordinary resolution authorizing the repeal of the Corporation's bylaws (the "Old Bylaws") and adoption of the bylaws set forth as Appendix "D" of this Management Proxy Circular (the "New Bylaws"). The following resolution will be placed before the Shareholders for approval at the Meeting:

"BE IT RESOLVED THAT:

1. the current By-laws of Nexera Energy Inc. (the "Corporation") be repealed;

2. the adoption of the new Bylaws (the "New By-Laws") relating generally to the transaction of the business and affairs of the Corporation as attached in the Management Proxy Circular of the Corporation dated February 12, 2021 as Appendix "D" be and is hereby approved and authorized;

3. notwithstanding that this ordinary resolution has been duly passed by the shareholders of the Corporation (the "Shareholders"), the Board may amend or decide not to proceed with the adoption of the New By-Laws or revoke this special resolution at any time without further approval of the Shareholders; and

4. any one director or officer of the Corporation, for and on behalf of the Corporation, be and is hereby authorized to execute and deliver the New Bylaws and all other documents and instruments and take all such other actions as may be necessary or desirable to implement this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents and instruments and the taking of any such actions."

Approval of the repeal of the Old Bylaws and the adoption of the New Bylaws will require the affirmative votes of the holders of not less than half of the votes cast in respect thereof by Shareholders present in person or by proxy at the Meeting. Unless instructed otherwise, the management designees in the accompanying instrument of proxy intend to vote FOR the resolution to repeal the Old Bylaws and adopt the New Bylaws.

OTHER MATTERS

As of the date of this Management Proxy Circular, the board of directors and management know of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Meeting. However, if any other matter properly comes before the Meeting, proxies in favour of management nominees will be voted on such matter in accordance with the best judgment of the person or persons voting the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available through the internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) which can be accessed at www.sedar.com. Financial information on the Corporation is provided in the comparative financial statements and management discussion and analysis of the Corporation which can also be accessed at www.sedar.com or which may be obtained upon request from the Corporation at our head office at #3A, 4015 – 1[st] Street S.E., Calgary, Alberta, T2G 4X7.

The delivery of this Management Proxy Circular has been approved by the directors of the Corporation.

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APPENDIX "A" to the Management Proxy Circular of Nexera Energy Inc.

STOCK OPTION PLAN

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– INTRODUCTION

1.1 Purpose

The purpose of this Stock Option Plan (the "Plan") is to establish a plan pursuant to which Designated Participants, as herein defined, are granted options ("Options") to purchase common shares ("Common Shares") in the capital of NEXERA ENERGY INC. (the "Corporation") on the terms and conditions set forth in this Plan and in a resolution of either the board of directors or the shareholders of the Corporation.

1.2 Designated Participants

"Designated Participants" entitled to participate in the Plan shall be those directors, officers, employees or consultants of the Corporation, or any of its affiliates, who are designated as Designated Participants by resolution of the board of directors of the Corporation from time to time.

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– TERMS RELATING TO THE PLAN

2.1 Participants

The participants in the Plan will be Designated Participants who must be bona fide directors, officers, employees or consultants of the Corporation, or of an affiliate, provided, in the case of a consultant, he is engaged on an ongoing basis to provide services of value to the Corporation or to an affiliate. In the case of a consultant, a stock exchange on which the Corporation’s shares are listed may require shareholder approval before exercise.

2.2 Number and Price of Optioned Common Shares

The number of Common Shares subject to an Option to a Designated Participant and the Option Price per Common Share shall be determined in the resolution of the board of directors, provided that: (a) Options may be granted for no more than 10% of the issued and outstanding Common Shares of the Corporation (on a non-diluted) basis; (b) no Designated Participant (excluding Consultants) shall be granted an Option which exceeds 5% of the issued and outstanding Common Shares of the Corporation (on a non-diluted basis) in any 12 month period and no consultant or employee conducting investor relations activities shall be granted an Option which exceeds 2% of the issued and outstanding Common Shares of the Corporation in any 12 month period; and (c) the Option price per Common Share shall not be less than such Option price as may be acceptable to any stock exchange on which the Corporation's shares are listed.

2.3 Option Period, Consideration and Payment

• (a) The Option Period shall be a maximum of five years from the date the Option is granted, provided that the Option Period shall be reduced with respect to any Option as provided in sections 2.5 and 2.6 covering cessation as a director, officer, employee or consultant of the Corporation or death of the Designated participant.

• (b) An Option shall vest and may be exercised (in each case to the nearest full Common Share) in whole or in part during the Option Period at any time after the date of the grant provided in the resolution of the board of directors of the Corporation. To the extent required by the TSX Venture Exchange, no Options may be exercised under this Plan until this Plan has been approved by a resolution duly passed by the shareholders of the Corporation.

• (c) Except as set forth in sections 2.5 and 2.6, no Option may be exercised unless the Designated Participant is at the time of such exercise a director, officer, employee or consultant to the Corporation or an affiliate.

• (d) The exercise of any Option will be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Common Shares with respect to which the Option is being exercised, accompanied by cash payment, certified cheque or bank draft payable to the Corporation for the full purchase price of such Common Shares with respect to which the Option is exercised. No Designated Participant or his legal representatives, legatees or distributes

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will be, or will be deemed to be, a holder of any Common Shares subject to an Option under this Plan, unless and until certificates for such Common Shares are issued to him or them under the terms of the Plan.

2.4 Transferability

All benefits, rights and Options accruing to any Designated Participant in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein. During the lifetime of a Designated Participant any benefits, rights and Options may only be exercised by the Designated Participant.

2.5 Ceasing to be a Director, Officer, Employee or Consultant

If a Designated Participant shall cease to be a director, officer or employee of the Corporation or of an affiliate for any reason (other than death), he may exercise his Option to the extent that he was entitled to exercise it at the date of such cessation, but only within the ninety (90) days following his ceasing to be a director, officer or employee.

Nothing contained in the Plan, nor in any Options granted pursuant to the Plan, shall as such confer upon any Designated Participant any right with respect to continuance as a director, officer or employee of the Corporation or of any affiliate.

If a consultant shall cease to be a consultant or if the Optionholder was engaged in investor relation activities, his Option shall expire thirty (30) days following the date he ceases to act as a consultant and is thereafter void and of no effect.

2.6 Death of Designated Participant

In the event of the death of a Designated Participant, the Option previously granted to him shall be exercisable only within the twelve (12) months next succeeding such death and then only:

• (a) by the person or persons to whom the Designated Participant's rights under the Option shall pass by the Designated Participant's will or the laws of descent and distribution; and

• (b) if and to the extent that he was entitled to exercise the Option at the date of his death.

2.7 Adjustment in Common Shares Subject to the Plan

In the event there is any change in the Common Shares of the Corporation through the declaration of stock dividends or stock subdivisions or consolidations or reconstruction, reorganization or recapitalization of the Corporation (other than issuance of additional shares), the number of Common Shares available for Option, the Common Shares subject to any Option, and the Option price thereof shall be adjusted appropriately by the board of directors of the Corporation and such adjustment shall be effective and binding for the purposes of the Plan.

2.8 Amendment or Termination of the Plan

The board of directors of the Corporation reserves the right to amend, modify or terminate the Plan at any time if and when it is advisable in the absolute discretion of the board of directors, except with respect to any Options then outstanding under the Plan.

2.9 Adjustment of Option Price

Any reduction in the Option price originally established in a grant of Options hereunder to an Insider (as that term is defined in applicable securities legislation) of the Corporation must be approved by a vote of the disinterested shareholders at a regularly constituted meeting of the shareholders of the Corporation.

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– GENERAL

3.1 Record Keeping

The Corporation shall maintain a register in which shall be recorded the name and address of each Designated Participant and the number of Options granted to a Designated Participant and the number of Options outstanding.

3.2

Necessary Approvals

The obligation of the Corporation to issue and deliver Common Shares in accordance with the Plan is subject to any approvals which may be required from any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If any Common Shares cannot be issued to any Designated Participant for whatever reason, the obligation of the Corporation to issue such Common Shares shall terminate and any funds paid to the Corporation by the Designated Participant for the exercise of such Options will be returned to the Designated Participant.

3.3 Common Shares

As used in the Plan, "Common Shares" means common shares without nominal or par value in the capital of the Corporation as constituted June 30, 1997, subject to sections 2.7 and 3.4.

3.4 Amalgamation or Merger

If the Corporation amalgamates or merges with or into another corporation, which it reserves the right to do, any Option granted under the Plan shall continue in full force and effect unless the amalgamation agreement otherwise provides, in which event the Option shall expire and be of no further force or effect immediately prior to the record date applicable to such amalgamation or merger.

3.5 Decision of Directors

For the purposes of the Plan, but subject to applicable corporate law, those Designated Participants who are eligible for selection as persons to whom Common Shares may be issued or to whom Options or rights may be granted pursuant to the Plan entitling the participants therein to acquire Common Shares, shall be eligible to and may participate in the decision of the board of directors of the Corporation to issue any Common Shares or grant any Options under the Plan.

3.6 Administration of the Plan

The Plan will be administered by the senior officers of the Corporation subject to direction and supervision by the board of directors. The Corporation shall effect the grant of Options under the Plan by execution of an option agreement in the form approved by the signing officers of the Corporation thereto, and which shall give effect to the provisions of this Plan. The board of directors is authorized to interpret the Plan and may, from time to time, amend or rescind rules and regulations required for carrying out the Plan. Any such interpretation or construction of any provision of the Plan shall be final and conclusive. All administration costs of the Plan shall be paid by the Corporation. The senior officers of the Corporation are authorized and directed to do all things and execute and deliver all instruments, undertakings and applications and writing as they in their absolute discretion consider necessary for the implementation of the rules and regulations established for administering the Plan.

3.7

No Representation or Warranty

The Corporation makes no representation or warranty as to the future market value of any Common Shares issued in accordance with the provision of the Plan nor in regard to the tax implications thereof.

3.8 Interpretation

The Plan will be governed by and construed in accordance with the laws of Canada and of the Province of Alberta.

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3.9 Stock Exchange Rules

The rules of any stock exchange upon which the Corporation's Common Shares are listed shall be applicable relative to options granted to Designated Participants.

3.10 Escrow and Restriction on Transferability

Common Shares to be issued upon exercise of an Option shall be escrowed or legended as to restrictions on transferability if required by any applicable legislation, regulatory body or stock exchange, and the Designated Participant shall, upon request by the Corporation, execute an escrow agreement in form required or requested by such legislation, regulatory body, stock exchange or the Corporation, and no Common Shares shall be issued on exercise of an Option if a required escrow agreement is not entered into by the Designated Participant.

3.11 Affiliate

The term "affiliate" when used herein shall have the same meaning as the definition thereof in the Securities Act (Alberta).

3.12 Original Approval of Directors and Shareholders

This Stock Option Plan was originally approved by the board of directors and shareholders of Nexera Energy Inc. on June 30, 1997.

This Stock Option Plan was last ratified and approved by the shareholders on December 12, 2019.

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APPENDIX "B" to the Management Proxy Circular of Nexera Energy Inc.

AUDIT COMMITTEE

Audit Committee Charter

The Charter of the Corporation's Audit Committee is attached to this Management Proxy Circular as Schedule "B".

Composition of the Audit Committee

The following are the members of the Committee:

Shelby D. Beattie President and Chief Executive Financially literate[(1)] Officer Kendall Dilling Independent[(1)] Financially literate[(1)] Conrad K. Wagenaar Independent[(1)] Financially literate[(1)]

Note:

(1) As defined by Multilateral Instrument – Audit Committees ("MI 52-110").

Education and Experience

Shelby D. Beattie has been involved in the oil and gas business as a director or member of executive management since 1980. Working as a landman from 1980 to 1982, he was Vice President of mineral leasing for Newport Oil & Gas, Inc., a private oil and gas company. From 1982 to 1992, he was Director, Vice President of Phoenix Oil and Gas, and project-managed the development of over 200 oil and gas wells and associated mineral leases. While remaining a member of the board of directors of Phoenix, from 1992 to 2002 Mr. Beattie consulted as a Senior Project Manager and Special Liaison for companies such as Maximum Video Systems, AT&T Broadband and Microsoft. Mr. Beattie's varied and extensive experience in the oil and gas and technology sectors have been instrumental as he has served as a Director of the Corporation since 1997, as Chief Financial Officer of the Corporation from 1997 to 2005, as President since September 2001 and CEO since February 2005.

Kendall Dilling has 20 years of progressive technical and management experience in the oil and gas industry and has BSc, BA and MBA degrees from the University of Calgary. He began his career at TransCanada Pipelines where he oversaw the regulatory approval process for numerous pipeline projects in Canada and the United States. Mr. Dilling then moved into the upstream oil and gas industry where he has worked for several energy companies including both large multi-nationals and Canadian juniors in regulatory and business development roles. Mr. Dilling has been responsible for regulatory approvals, HSE and stakeholder relations for several major oil sands developments. Mr. Dilling is currently Vice President, Regulatory with Cenovus Energy.

Conrad K. Wagenaar is currently Vice President of Acquisitions and Investments for The Hillcrest Group of Companies. Mr. Wagenaar has received a Bachelor of Business Administration and Bachelor of Computer Science with honors. Additionally, Mr. Wagenaar has received an MBA from Queen's University.

Through such business experience, the members of the Audit Committee review financial statements and gain an understanding of financial reporting controls and procedures.

Audit Committee Oversight

At no time since the commencement of the Corporation's most recently completed financial year was a recommendation of the Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completed financial year has the Corporation relied on the exemption in Section 2.4 of MI 52-110 (De Minimis Non-Audit Services) , or an exemption from MI 52110, in whole or in part, granted under Part 8 of Multilateral Instrument 52-110.

Pre-Approval Policies and Procedures

The Audit Committee must pre-approve all non-audit services to be provided to the Corporation by its external auditors.

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External Auditor Service Fees (By Category)

The aggregate fees billed by the Corporation's external auditors in each of the last two fiscal years for audit fees are as follows:

Financial Year Ending	Audit Fees(1)	Audit Related Fees	Tax Fees	All Other Fees
2019	$132,678	$31,701	Nil	Nil
2018	$120,044	$33,365	Nil	Nil

Note:

(1) The Corporation retained the services of BDO Canada LLP to assist in the preparation of the Corporation's financial statements. 2020 audit is ongoing and fees have not yet been finalized but the Corporation anticipates such fees to be similar to 2019 fees.

Exemption

The Corporation is relying on the exemption provided in Section 6.1 of MI 52-110 and, as such, the Corporation is exempt from Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations) of MI 52-110.

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APPENDIX "C"

to the Management Proxy Circular of Nexera Energy Inc.

CORPORATE GOVERNANCE DISCLOSURE (FORM 58-101F2)

CORPORATE GOVERNANCE POLICY

1. Board of Directors — Disclose how the board of directors (the "Board") facilitates its exercise of independent supervision over management, including

• (i) the identity of directors that are independent, and

Kendall Dilling, Conrad K. Wagenaar and Carlo Gutierrez

• (ii) the identity of directors who are not independent, and the basis for that determination.

Shelby Beattie and Gibson Scott are not independent as they are, or have been in the past, members of the management of the Corporation.

In determining whether a director is independent, the Corporation chiefly considers whether the director has a relationship which could, or could be perceived to interfere with the director’s ability to objectively assess the performance of management.

2. Directorships — If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.

None of the current and proposed directors of the Corporation presently serve as directors of other reporting issuers.

3. Orientation and Continuing Education — Describe what steps, if any, the Board takes to orient new Board members, and describe any measures the Board takes to provide continuing education for directors.

The Board of the Corporation takes the following measures to ensure that all new directors receive a comprehensive orientation regarding the role of the Board, its committees and its directors, and the nature and operation of the Corporation:

• a. each new director brings a different skill set and professional background, and with this information, the Board is able to determine what orientation to the nature and operations of the Corporation's business will be necessary and relevant to each new director; and

• b. the Corporation is currently drafting a Board policy manual, which will provide a comprehensive introduction to the Board and its committees.

The Board takes the following measures to provide continuing education for its directors in order that they maintain the skill and knowledge necessary for them to meet their obligation as directors:

• a. the Board policy manual will be reviewed on an annual basis and a revised copy will be given to each director; and

• b. there is a technical presentation at Board meetings, focusing on either a particular property or a summary of various properties. The question and answer portions of these presentations are a valuable learning resource for the non-technical directors.

4. Ethical Business Conduct — Describe what steps, if any, the board takes to encourage and promote a culture of ethical business conduct.

The Board of the Corporation intends to adopt a written code of business conduct & ethics (the " Code ") for its directors, officers, employees and consultants. As one measure to ensure compliance with the proposed Code, the Board has established a whistleblower policy which details complaint procedures for financial concerns.

The Board must comply with the conflict of interest provisions of the Business Corporations Act (Alberta) as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent

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judgment in considering transaction and agreements in respect of which a director or executive officer has a material interest.

In addition to the Code, the Board intends to adopt a communications and corporate disclosure policy, a policy on stock trading and use of material information, and a code of employee conduct to encourage and promote a culture of ethical business conduct.

5. Nomination of Directors — Disclose what steps, if any, are taken to identify new candidates for Board nomination, including:

• (i) who identifies new candidates, and

• (ii) the process of identifying new candidates.

In order to identify new candidates for nomination to the Board, the Board of the Corporation considers the advice and input of the entire Board, regarding:

• a. the appropriate size of Board, the necessary competencies and skills of the Board as a whole and the competencies and skills of each director individually; and

• b. the identification and recommendation of new individuals qualified to become a new Board member. New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Corporation, the ability to devote the time required and a willingness to serve.

6. Compensation — Disclose what steps, if any, are taken to determine compensation for the directors and CEO, including:

• (i) who determines compensation; and

• (ii) the process of determining compensation.

The Board of Directors as a whole acts as the compensation committee and decides on the compensation of the Corporation's directors and the CEO which the Board of Directors feels is suitable, primarily by comparison of the remuneration paid by other reporting issuers that the Board of Directors feels are similarly placed within the same business of the Corporation.

7. Other Board Committees — If the Board has standing committees other than the audit and compensation identify the committees and describe their function.

At present, the Board does not feel it necessary to establish any committees other than the audit committee; however, the Board remains open to such a possibility as the Corporation continues to grow in the future. The Board believes that the Corporation's size is sufficiently small to facilitate a direct management structure without the need to delegate decision making or authority to a committee.

8. Assessments — Disclose what steps, if any, that the board takes to satisfy itself that the board, its committees, and its individual directors are performing effectively.

The entire Board will evaluate the effectiveness of the Board, its committees and individual directors. To facilitate this evaluation, each committee will conduct an annual assessment of its performance, consisting of a review of its charter, the performance of the committee as a whole and the performance of the committee chair. In addition, the Board will conduct an annual review of its performance.

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APPENDIX "D" to the Management Proxy Circular of Nexera Energy Inc.

BY-LAW NO. 2

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BY-LAW NO. 2

A by-law relating generally to the transaction of the business and affairs of

NEXERA ENERGY INC.

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION .................................................................................................................. 1	ARTICLE 1 INTERPRETATION .................................................................................................................. 1
1.01	Definitions ......................................................................................................................................... 1
ARTICLE 2 BUSINESS OF THE CORPORATION ................................................................................... 1
2.01	Registered Office .............................................................................................................................. 1
2.02	Corporate Seal ................................................................................................................................... 1
2.03	Financial Year ................................................................................................................................... 2
2.04	Execution of Instruments .................................................................................................................. 2
2.05	Delegation of Borrowing Power ....................................................................................................... 2
2.06	Exclusive Forum ............................................................................................................................... 2
ARTICLE 3 DIRECTORS .............................................................................................................................. 3
3.01	Number and Qualification of Directors ............................................................................................. 3
3.02	Election and Term ............................................................................................................................. 3
3.03	Action by the Board .......................................................................................................................... 3
3.04	At Least One Quarter Canadians at Meetings ................................................................................... 3
3.05	Meeting by Telephone ....................................................................................................................... 3
3.06	Place of Meetings .............................................................................................................................. 4
3.07	Calling of Meetings ........................................................................................................................... 4
3.08	Notice of Meeting ............................................................................................................................. 4
3.09	First Meeting of New Board ............................................................................................................. 4
3.10	Chairman ........................................................................................................................................... 4
3.11	Quorum ............................................................................................................................................. 4
3.12	Votes to Govern ................................................................................................................................ 4
3.13	Remuneration and Expenses ............................................................................................................. 4
3.14	Resolutions in Writing ...................................................................................................................... 4
3.15	Advance Notice ................................................................................................................................. 5
ARTICLE 4 OFFICERS .................................................................................................................................. 8
4.01	Appointment ...................................................................................................................................... 8
4.02	Chairman ........................................................................................................................................... 8
4.03	President ............................................................................................................................................ 8
4.04	Chief Executive Officer .................................................................................................................... 8
4.05	Powers and Duties of other Officers ................................................................................................. 8
4.06	Term of Office................................................................................................................................... 8
4.07	Agents and Attorneys ........................................................................................................................ 9

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ARTICLE 5 COMMITTEES .......................................................................................................................... 9	ARTICLE 5 COMMITTEES .......................................................................................................................... 9
5.01	Committees of the Board .................................................................................................................. 9
5.02	Transaction of Business .................................................................................................................... 9
5.03	Advisory Bodies ................................................................................................................................ 9
5.04	Procedure .......................................................................................................................................... 9
ARTICLE 6 PROTECTION OF DIRECTORS, OFFICERS AND OTHERS .......................................... 9
6.01	Limitation of Liability ....................................................................................................................... 9
6.02	Indemnity ........................................................................................................................................ 10
ARTICLE 7 SHARES .................................................................................................................................... 10
7.01	Allotment of Shares ......................................................................................................................... 10
7.02	Commissions ................................................................................................................................... 10
7.03	Non-recognition of Trusts ............................................................................................................... 10
7.04	Security Certificates ........................................................................................................................ 10
7.05	Replacement of Security Certificates .............................................................................................. 11
7.06	Deceased Shareholders .................................................................................................................... 11
7.07	Transfer Agents and Registrars ....................................................................................................... 11
ARTICLE 8 MEETINGS OF SHAREHOLDERS ...................................................................................... 11
8.01	Annual Meetings ............................................................................................................................. 11
8.02	Special Meetings ............................................................................................................................. 11
8.03	Place of Meetings ............................................................................................................................ 11
8.04	Notice of Meetings .......................................................................................................................... 12
8.05	Meetings Without Notice ................................................................................................................ 12
8.06	Chairman and Secretary .................................................................................................................. 12
8.07	Quorum ........................................................................................................................................... 12
8.08	Only One Shareholder ..................................................................................................................... 12
8.09	Votes to Govern .............................................................................................................................. 12
8.10	Participation in Meetings by Electronic Means .............................................................................. 12
8.11	Meetings held by Electronic Means ................................................................................................ 12
8.12	Electronic Voting ............................................................................................................................ 13
8.13	Shareholder Proposals ..................................................................................................................... 13
8.14	Information Available to Shareholders ........................................................................................... 13
ARTICLE 9 NOTICES .................................................................................................................................. 13
9.01	Method of Giving Notices ............................................................................................................... 13
9.02	Notice to Joint Shareholders ........................................................................................................... 14
9.03	Computation of Time ...................................................................................................................... 14
9.04	Omissions and Errors ...................................................................................................................... 14
9.05	Persons Entitled by Death or Operation of Law ............................................................................. 14
9.06	Waiver of Notice ............................................................................................................................. 14
ARTICLE 10 EFFECTIVE DATE ............................................................................................................... 15
10.01	Effective Date.................................................................................................................................. 15

BE IT ENACTED as a by-law of the Corporation as follows:

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ARTICLE 1 INTERPRETATION

1.01 Definitions

In the by-laws of the Corporation, unless the context otherwise requires:

• (a) "Act" means the Business Corporations Act (Alberta), or any statute that may be substituted therefor, as from time to time amended;

• (b) "appoint" includes "elect" and vice versa;

• (c) "articles" means the articles attached to the Certificate of Incorporation of the Corporation as from time to time amended or restated;

• (d) "board" means the board of directors of the Corporation;

• (e) "by-laws" means this by-law and all other by-laws of the Corporation from time to time in force and effect;

• (f) "Corporation" means the corporation incorporated under the Act by the said certificate to which the articles are attached, and named as noted on page one of these By-laws;

• (g) "meeting of shareholders" includes an annual meeting of shareholders and a special meeting of shareholders; and "special meeting of shareholders" includes a meeting of any class or classes of shareholders and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders; and

• (h) "recorded address" means in the case of a shareholder his or her address (including email address) as recorded in the securities register; and in the case of joint shareholders the address appearing in the securities register in respect of such joint holding or the first address (including email address) so appearing if there are more than one; and in the case of a director, officer, auditor or member of a committee of the board, his or her latest address (including email address) as recorded in the records of the Corporation.

Save as aforesaid, words and expressions defined in the Act, including "resident Canadian", have the same meanings when used herein. Words importing the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing a person include an individual, partnership, association, body corporate, trustee, executor, administrator and legal representative.

ARTICLE 2 BUSINESS OF THE CORPORATION

2.01 Registered Office

The registered office of the Corporation shall be at the place within the Province of Alberta as is specified in the notice thereof filed with the articles and thereafter as the board may from time to time determine.

2.02 Corporate Seal

The corporate seal, if any, of the Corporation shall be in the form adopted by the board from time to time.

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2.03 Financial Year

The financial year of the Corporation shall end on such date as may be determined by the directors from time to time.

2.04 Execution of Instruments

Unless otherwise specified by the directors, contracts, documents and other instruments requiring execution by the Corporation shall be signed by two persons, one of whom holds the office of chairman of the board, managing director, president, vice-president or director and the other of whom holds one of the said offices or the office of secretary, treasurer, assistant secretary or assistant treasurer or any other office created by bylaw or by the board. In the case where only one director has been elected, all contracts, documents and other instruments requiring execution shall require the signature of the sole director, and all contracts, documents and other instruments so signed shall be binding upon the Corporation without any further authorization or formality. The directors are authorized from time to time by resolution to appoint any officer or officers or any other person or persons on behalf of the Corporation either to sign contracts, documents and instruments generally or to sign specific contracts, documents or instruments.

2.05 Delegation of Borrowing Power

Unless the articles of the Corporation otherwise provide, the board may from time to time delegate to a director, a committee of the board, or an officer of the Corporation any or all of the powers conferred on the board by the Act in respect of the borrowing powers of the Corporation to such extent and in such manner as the board may determine at the time of such delegation; and without limitation the board by making this by-law hereby delegates such powers to the president.

2.06 Exclusive Forum

Unless the Corporation consents in writing to the selection of an alternative forum, the applicable court of competent jurisdiction for the Province of Alberta, Canada (the "Alberta Court") shall, to the fullest extent permitted by law, be the sole and exclusive forum for any of the following actions or other proceedings:

• (a) a derivative action, including an application for leave to commence such an action, in the name of and on behalf of the Corporation;

• (b) an application for an oppression remedy, including an application for leave to commence such a proceeding;

• (c) an action asserting a claim of breach of the duty of care owed by the Corporation or any director, officer or other employee of the Corporation to the Corporation or to any of the Corporation's shareholders;

• (d) an action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or to any of the Corporation's shareholders;

• (e) an action or other proceeding asserting a claim or seeking a remedy pursuant to any provision of the Act or the Corporation's articles or by-laws (as either may be amended or restated from time to time); and

• (f) an action or other proceeding asserting a claim against the Corporation or any director or officer or other employee of the Corporation regarding a matter of the regulation of the business and affairs of the Corporation, including (without limitation) the articles, by-laws, internal affairs, governance, status, internal controls and procedures of the Corporation.

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If any action or other proceeding the subject matter of which is within the scope of the preceding sentence (an "Action") is filed in a court other than the Alberta Court in the name of any shareholder (and "ExtraJurisdictional Action"), such shareholder shall be deemed to have consented to (a) the personal jurisdiction of the Alberta Court in connection with any action or other proceeding to enforce the preceding sentence, and (b) having service of process made upon such shareholder in any such action or other proceedings by service upon such shareholder's counsel in the Extra-Jurisdictional Action as agent for such shareholder. To the extent an Action is brought in the Alberta Court by a plaintiff who is ordinarily resident outside Alberta, the Corporation will not seek security for costs form that plaintiff solely by reason of that plaintiff's residence outside Alberta.

ARTICLE 3 DIRECTORS

3.01 Number and Qualification of Directors

Until changed in accordance with the Act, the board shall consist of not fewer than the minimum number and not more than the maximum number of directors provided in the articles. At least one-quarter of the directors shall be resident Canadians.

3.02 Election and Term

The election of directors shall take place at each annual meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for re-election. The number of directors to be elected at any such meeting shall be the number of directors then in office unless the directors otherwise determine. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

3.03 Action by the Board

The board shall manage the business and affairs of the Corporation. The powers of the board may be exercised at a meeting (subject to Sections 3.05 and 3.11) at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the board. Where there is a vacancy in the board, the remaining directors may exercise all the powers of the board so long as a quorum remains in office.

3.04 At Least One Quarter Canadians at Meetings

The board shall not transact business at a meeting, other than filling a vacancy in the board, unless at least one quarter of the directors present are resident Canadians, except where:

• (a) a resident Canadian director who is unable to be present approves in writing or by telephone or other communications facilities the business transacted at the meeting; and

• (b) the number of resident Canadian directors present at the meeting, together with any resident Canadian director who gives his or her approval under clause (a), totals at least one quarter of the directors present at the meeting.

3.05 Meeting by Telephone

A director may participate in a meeting of the board or of a committee of the board by electronic means, telephone or other communication facilities that permit all persons participating in the meeting to hear or otherwise communicate with each other, and a director participating in such meeting by any such means is deemed for the purposes of the Act and this by-law to be present at the meeting.

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3.06 Place of Meetings

Meetings of the board may be held at any place in or outside Alberta.

3.07 Calling of Meetings

Meetings of the board shall be held from time to time at such time and at such place as the board, the president or any two directors may determine.

3.08 Notice of Meeting

Subject to the specification of the purpose or business of the meeting when required by the Act, notice of the time and place of each meeting of the board shall be given in the manner provided in ARTICLE 9 to each director not less than 48 hours before the time when the meeting is to be held.

3.09 First Meeting of New Board

Provided a quorum of directors is present, each newly elected board may without notice hold its first meeting immediately following the meeting of shareholders at which such board is elected.

3.10 Chairman

The chairman of any meeting of the board (if any) shall, if present, preside as chairman of all meetings of the board, otherwise, the directors present shall choose one of their number to be chairman.

3.11 Quorum

Subject to Section 3.04, the quorum for the transaction of business at any meeting of the board shall be a majority of directors or such greater number of directors as the board may from time to time determine. Where the Corporation has a board consisting of only one director, that director may constitute a meeting.

3.12 Votes to Govern

At all meetings of the board, and subject to the requirements of the Act in respect of conflicts of interest, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes the chairman of the meeting shall not be entitled to a second or casting vote.

3.13 Remuneration and Expenses

The directors shall be paid such remuneration for their services as the board may from time to time determine. The directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.

3.14 Resolutions in Writing

Any resolution in writing signed by all of the directors may be so signed in counterpart and any such resolution may be executed and delivered by any form of electronic transmission, and is effective as of the date thereof or the time and/or date therein stated to be the effective time and/or date regardless of when the resolution is signed, and if not dated or dated to be effective as of an expressed date/time, then it is effective as of the latest date of execution.

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3.15 Advance Notice

Notwithstanding any other provisions of these by-laws, and subject only to the Act, applicable laws, the articles of the Corporation and any unanimous shareholders agreement, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders if the election of directors is a matter specified in the notice of meeting:

• (a) by or at the direction of the board or an authorized officer of the Corporation, including pursuant to a notice of meeting;

• (b) by or at the direction or request of one or more shareholders pursuant to the exercise of its rights under a unanimous shareholders agreement or a proposal made in accordance with the provisions of the Act and these by-laws, or a requisition of a shareholders' meeting by one or more of the shareholders made in accordance with the provisions of the Act; or

• (c) by any person (a "Nominating Shareholder") who:

• (i) at the close of business on the date of the giving of the notice provided for in this section 3.15 and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who has beneficial ownership of shares pursuant to the Act that are entitled to be voted at such meeting and provides evidence of such beneficial ownership to the Corporation, and

• (ii) complies with the notice procedures set forth below in this section 3.15.

For the avoidance of doubt, the procedures set forth in this section 3.15 shall be the exclusive means for any person to bring nominations for election to the board before any annual or special meeting of shareholders of the Corporation.

In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the secretary of the Corporation in accordance with this section 3.15.

To be timely, a Nominating Shareholder's notice must be given:

• (a) in the case of an annual meeting (including an annual and special meeting) of shareholders, not less than 30 days prior to the date of the meeting; provided, however, that in the event that the meeting is to be held on a date that is less than 50 days after the date on which either the first public announcement of the date of the meeting was made or notice of the date of the meeting was first given to shareholder (each such date being, the "Notice Date"), notice by the Nominating Shareholder shall be made not later than the close of business on the 10th day following the Notice Date; and

• (b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not also called for other purposes), not later than the close of business on the 15th day following the Notice Date.

To be in proper written form, a Nominating Shareholder's notice must set forth or be accompanied by, as applicable:

• (a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (a "Proposed Nominee"):

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• (i) the name, age and business and residential address of the Proposed Nominee;

• (ii) the principal occupation, business or employment of the Proposed Nominee, both present and within the five years preceding the notice;

• (iii) whether the Proposed Nominee is a resident Canadian within the meaning of the Act;

• (iv) whether the Proposed Nominee is a citizen and/or resident of the United States;

• (v) the number of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

• (vi) a statement as to whether the Proposed Nominee would be "independent" of the Corporation (within the meaning of sections 1.4 and 1.5 of National Instrument 52110 – Audit Committees of the Canadian Securities Administrators, as such provisions may be amended from time to time) if elected as a director at such meeting and the reasons and basis for such determination;

• (vii) a description of any relationship, agreement, arrangement or understanding (financial, compensation or indemnity related or otherwise) between the Nominating Shareholder and the Proposed Nominee, or any affiliates or associates of, or any person or entity acting jointly or in concert with, the Nominating Shareholder or the Proposed Nominee, in connection with the Proposed Nominee's nomination and election as a director;

• (viii) whether the Proposed Nominee is party to any existing or proposed relationship, agreement, arrangement or understanding with any competitor of the Corporation or any other third party which may give rise to a real or perceived conflict of interest between the interests of the Corporation and the interests of the Proposed Nominee; and

• (ix) any other information relating to the Proposed Nominee that would be required to be disclosed in a dissident's proxy circular or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Act or any applicable laws;

• (b) as to the Nominating Shareholder, the beneficial owner, if any, on whose behalf the nomination is being made or any other person with whom such person is acting jointly or in concert with respect to the Corporation or any of its securities:

• (i) their name, business and residential address;

• (ii) the number of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by such person, as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

• (iii) full particulars regarding any proxy, contract, arrangement, understanding or relationship pursuant to which it has a right to vote or to direct or control the voting

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of any shares of the Corporation and their interests in, or rights or obligations associated with, any agreements, arrangements or understandings, the purpose or effect of which is to alter, directly or indirectly, its economic interest in a security of the Corporation or the person's economic exposure to the Corporation;

• (iv) whether such person intends to deliver a proxy circular and/or form of proxy to any shareholder of the Corporation in connection with such nomination or otherwise solicit proxies or votes from shareholders of the Corporation in support of such nomination; and

• (v) any other information relating to such person that would be required to be made in a dissident's proxy circular or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Act or any applicable laws; and

• (c) a written duly signed consent by each Proposed Nominee to being named as a nominee for election to the board and to serve as a director of the Corporation, if elected. References to "Nominating Shareholder" in this section 3.15 shall be deemed to refer to each shareholder that nominates or seeks to nominate a person for election as director in the case of a nomination proposal where more than one shareholder is involved in making such nomination proposal.

In addition, to be considered timely and in proper written form, a Nominating Shareholder's notice shall be promptly updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting.

The Corporation may require any Proposed Nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such Proposed Nominee to serve as a director of the Corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such Proposed Nominee.

The chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

Notwithstanding any other provision of this section 3.15, notice given to the secretary of the Corporation pursuant to this section 3.15 may only be given by personal delivery and shall be deemed to have been given and made only at the time it is served by personal delivery to the secretary of the Corporation at the address of the principal executive offices of the Corporation; provided that if such delivery is made on a day which is not a business day or later than the close of business on a day which is a business day, then such delivery shall be deemed to have been made on the subsequent day that is a business day.

Nothing in this section 3.15 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act, subject to compliance with any other provisions of these by-laws.

In no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder’s notice as described in this section 3.15 or the delivery of a representation and agreement as described in this section 3.15.

Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this section 3.15.

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ARTICLE 4 OFFICERS

4.01 Appointment

The board may from time to time appoint a chairman, president, chief executive officer, one or more vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer or such other officers as the board may determine, including one or more assistants to any of the officers so appointed. One person may hold more than one office. The board may specify the duties of and, in accordance with this by-law and subject to the Act, delegate to such officers powers to manage the business and affairs of the Corporation. Except for the chairman of the board, an officer may but need not be a director.

4.02 Chairman

The chairman of the board (if any) shall sign contracts, documents or instruments in writing as require his or her signature and shall have such other powers and shall perform such other powers and duties as the board may specify.

4.03 President

The president (if any) shall, subject to the authority of the board, have general supervision of the business and affairs of the Corporation; and he or she shall have such other powers and duties as the board may specify. The president shall, unless otherwise determined by the board, be the chief executive officer of the Corporation. In the absence of the chairman (if any), and if the president is also a director of the Corporation, the president shall, when present, preside as chairman at all meetings of the board and at all meetings of the shareholders of the Corporation. The president shall sign contracts, documents or instruments in writing as require his or her signature and shall have such other powers and shall perform such other powers and duties as the board may specify.

4.04 Chief Executive Officer

The chief executive officer shall, subject to the authority of the board, have general supervision of the business and affairs of the Corporation; and he or she shall have such other powers and duties as the board may specify. The chief executive office shall, unless otherwise determined by the board, be the president of the Corporation. The chief executive officer shall sign contracts, documents or instruments in writing as require his or her signature and shall have such other powers and shall perform such other powers and duties as the board may specify.

4.05 Powers and Duties of other Officers

The powers and duties of all other officers shall be such as the terms of their engagement call for or as the board may specify. The board may, from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board otherwise directs.

4.06 Term of Office

The board, in its discretion, may remove any officer of the Corporation. Otherwise each officer appointed by the board shall hold office until his or her successor is appointed or until his or her earlier resignation.

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4.07 Agents and Attorneys

The Corporation, by or under the authority of the board, the president or the chief executive officer, shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers (including the power to sub delegate) of management, administration or otherwise as may be thought fit.

ARTICLE 5 COMMITTEES

5.01 Committees of the Board

The board may appoint one or more committees of the board, however designated, and delegate to any such committee any of the powers of the board except those which pertain to items which, under the Act, a committee of the board has no authority to exercise. At least one quarter of the members of any such committee shall be resident Canadians.

5.02 Transaction of Business

The powers of a committee of the board may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at a place in or outside Canada.

5.03 Advisory Bodies

The board may from time to time appoint such advisory boards as it may deem advisable.

5.04 Procedure

Unless otherwise determined by the board, each committee and advisory board shall have power to fix its quorum at not less than a majority of its members, to elect its chairman and to regulate its procedure.

ARTICLE 6 PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

6.01 Limitation of Liability

Every director and officer of the Corporation in exercising his or her powers and discharging his or her duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director, officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his or her part, or for any other loss, damage or misfortune which shall happen in the execution of the duties of his or her office or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.

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6.02 Indemnity

Subject to the Act, the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation's request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of the Corporation or such body corporate, if (a) he or she acted honestly and in good faith with a view to the best interests of the Corporation; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. The Corporation shall also indemnify such person in such other circumstances as the Act or law permits or requires. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.

ARTICLE 7 SHARES

7.01 Allotment of Shares

Subject to the Act and the articles, the board may from time to time allot or grant options to purchase the whole or any part of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration as the board shall determine, provided that no share shall be issued until it is fully paid as provided by the Act.

7.02 Commissions

The board may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of his or her purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

7.03 Non-recognition of Trusts

Subject to the Act, the Corporation may treat the registered holder of any share as the person exclusively entitled to vote, to receive notices, to receive any dividend or other payment in respect of the share, and otherwise to exercise all the rights and powers of an owner of the share.

7.04 Security Certificates

Every holder of one or more shares of the Corporation shall be entitled at the securityholder's option to a security certificate that complies with the Act, or a written acknowledgment that complies with the Act of the securityholder's right to obtain a security certificate from the Corporation in respect of the securities of the Corporation held by such securityholder, which written acknowledgment shall include, without limitation, documentation that gives the securityholder the option to have the securities of the securityholder deposited into an electronic, book-based, direct registration system or account or other non-certificated entry or position to be held in "book-entry" form or to request the issuance of a physical security certificate. This bylaw shall be read such that a registered holder of securities of the Corporation pursuant to any such electronic, book-based, direct registration system or account or other non-certificated entry or position shall be entitled to all the same benefits, rights, entitlements and shall incur the same duties and obligations as registered holder of securities evidenced by a physical security certificate. The Corporation and its transfer agent or registrar may adopt such policies and procedures and require such documents and evidence as they may determine necessary or desirable in order to facilitate the adoption and maintenance of a security registration system by electronic, book-based, direct registration system or account or other non-certificated means.

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Any security certificate issued pursuant to this section 7.04 shall be in such form as the board may from time to time approve, shall be signed by at least one director or officer of the Corporation or by or on behalf of a registrar or transfer agent of the Corporation, or by a trustee who certifies it in accordance with an indenture or similar agreement. Any signatures required on a security certificate may be printed, mechanically reproduced or stamped on it. If a security certificate contains a printed, mechanically reproduced or stamped signature of a person, the Corporation may issue the security certificate, notwithstanding that the person has ceased to be a director or an officer of the Corporation, and the security certificate is as valid as if he or she were a director or an officer of the Corporation at the date of its issue in accordance with section 2.04 and need not be under the corporate seal.

7.05 Replacement of Security Certificates

The board or any officer or agent designated by the board may in its or his or her discretion direct the issue of a new security or other such certificate in lieu of and upon cancellation of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, destroyed or wrongfully taken on payment of such reasonable fee and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board may from time to time prescribe, whether generally or in any particular case.

7.06 Deceased Shareholders

In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the securities register in respect thereof or to make any dividend or other payments in respect thereof except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation.

7.07 Transfer Agents and Registrars

The board may from time to time appoint one or more agents to maintain, in respect of each class of shares of the Corporation issued by it, a central securities register and one or more branch securities registers. Such a person may be designated as transfer agent or registrar according to his or her functions and one person may be designated both registrar and transfer agent. The board may at any time terminate such appointment.

ARTICLE 8 MEETINGS OF SHAREHOLDERS

8.01 Annual Meetings

The annual meeting of shareholders shall be held at such time in each year and, subject to section 8.03, at such place as the board or the president may from time to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors and for the transaction of such other business as may properly be brought before the meeting.

8.02 Special Meetings

The board shall have power to call a special meeting of shareholders at any time.

8.03 Place of Meetings

Meetings of shareholders shall be held at the registered office of the Corporation or elsewhere in the municipality in which the registered office is situated or, if the board shall so determine, at some other place in or outside of Alberta. In addition, if the board shall so determine, virtual meetings of shareholders shall also be permitted in accordance with the Act.

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8.04 Notice of Meetings

Notice of the time and place of each meeting of shareholders shall be given in the manner provided in ARTICLE 9 not less than 21 nor more than 50 days before the date of the meeting to each director, to the auditor, and to each shareholder entitled to vote at the meeting.

8.05 Meetings Without Notice

A meeting of shareholders may be held without notice at any time and place permitted by the Act (a) if all the shareholders entitled to vote thereat are present in person or duly represented or if those not present or represented waive notice of or otherwise consent to such meeting being held, and (b) if the auditors and the directors are present or waive notice of or otherwise consent to such meeting being held; so long as such shareholders, auditors or directors present are not attending for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. At such a meeting any business may be transacted which the Corporation at a meeting of shareholders may transact.

8.06 Chairman and Secretary

The chairman of any meeting of shareholders shall be the chairman (if any), or in his or her absence, the president, or in his or her absence, a vice-president who is a shareholder. If no such officer is present, the persons present and entitled to vote shall choose one of their number to be chairman. If the secretary of the Corporation is absent, the chairman shall appoint some person, who need not be a shareholder, to act as secretary of the meeting.

8.07 Quorum

Subject to the Act, a quorum for the transaction of business at any meeting of shareholders shall be two persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or representative for a shareholder so entitled.

8.08 Only One Shareholder

Where the Corporation has only one shareholder or only one holder of any class or series of shares, the shareholder present in person or duly represented constitutes a meeting.

8.09 Votes to Govern

At any meeting of shareholders every question shall, unless otherwise required by the articles or by-laws or by law, be determined by a majority of the votes cast on the question. In case of an equality of votes either upon a show of hands or upon a poll (including votes cast in accordance with section 8.12), the chairman of the meeting shall not be entitled to a second or casting vote.

8.10 Participation in Meetings by Electronic Means

Subject to the Act, a shareholder or any other person entitled to attend a meeting of shareholders may participate in the meeting by electronic means, telephone or other communication facilities that permit all persons participating in the meeting to hear or otherwise communicate with each other and a person participating in such meeting by any such means is deemed for the purposes of the Act and this by-law to be present at the meeting.

8.11 Meetings held by Electronic Means

If the directors or the shareholders call a meeting of shareholders, the directors or the shareholders that called the meeting may determine that the meeting shall be held, in accordance with the Act, entirely by electronic

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means, telephone or other communication facility that permits all participants to communicate adequately with each other during the meeting.

8.12 Electronic Voting

Any person participating in a meeting of shareholders by electronic means, telephone or other communication facilities under section 8.10 and entitled to vote at the meeting may vote, in accordance with the Act, by electronic means, telephone or other communication facilities that the Corporation has made available for that purpose.

8.13 Shareholder Proposals

No business may be transacted at an annual meeting of shareholders, other than business that is: (a) specified in the Corporation's notice of meeting (or any supplement thereto) given by or at the direction of the board; (b) otherwise properly brought before the annual meeting by or at the direction of the board; or (c) otherwise properly brought before the annual meeting by any shareholder of the Corporation who complies with the proposal procedures set forth in this section 8.13. For business to be properly brought before an annual meeting by a shareholder of the Corporation, such shareholder must submit a proposal to the Corporation in accordance with the requirements of the Act; provided that any proposal that includes nominations for the election of directors shall be submitted to the Corporation in accordance with the requirements set forth in section 3.15. The Corporation shall respond to any such proposal in accordance with the requirements of the Act.

At a special meeting of shareholders, only such business shall be conducted as shall have been brought before the meeting pursuant to the notice of meeting for such special meeting. Nominations of persons for election to the board may be made at a special meeting of shareholders at which directors are to be elected pursuant to the Corporation's notice of meeting only pursuant to and in compliance with section 3.15.

8.14 Information Available to Shareholders

Except as provided by the Act or other applicable statutory law, regulation or judicial order, or except as may otherwise be agreed to by the Corporation, no shareholder shall be entitled to discovery of any information respecting any details or conduct of the Corporation's business which in the opinion of the directors it would be inexpedient in the interests of the Corporation to communicate to the public, provided that the foregoing shall not restrict the public disclosure or other similar obligations of the Corporation (if any) under applicable securities laws.

The directors may from time to time, subject to the rights conferred by the Act, determine whether and to what extent and at what time and place and under what conditions or regulations the documents, books and registers and accounting records of the Corporation or any of them shall be open to the inspection of shareholders and no shareholder shall have any right to inspect any document or book or register or accounting record of the Corporation except as conferred by statute or authorized by the board.

ARTICLE 9 NOTICES

9.01 Method of Giving Notices

Any notice, communication or document required by the Act, the regulations thereunder, the articles, the by-laws or otherwise to be sent to any shareholder, director, officer, auditor or member of a committee of the board of the Corporation may be delivered personally to or sent by mail addressed to:

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• (a) the shareholder at the shareholder’s recorded address; and

• (b) the director at the director’s recorded address.

Subject to the Act, a notice, communication or document sent by mail as contemplated by this section 9.01 to a shareholder or director of the Corporation shall be deemed to have been received by the shareholder or director (as the case may be) at the time it would be delivered in the ordinary course of mail, unless there are reasonable grounds for believing that the shareholder or director (as the case may be) did not receive the notice, communication or document at that time or at all.

A notice, communication or document required to be sent or delivered as noted above in this section 9.01 or pursuant to the Act, the regulations thereunder, the articles, the by-laws or otherwise may also be sent by electronic means in accordance with the provisions of the Electronic Transactions Act (Alberta) or any statute that may be substituted therefor, as from time to time amended.

The secretary may change or cause to be changed the recorded address of any shareholder, director, officer, auditor or member of a committee of the board of the Corporation in accordance with any information believed by him or her to be reliable.

9.02 Notice to Joint Shareholders

If two or more persons are registered as joint holders of any share, any notice may be addressed to all such joint holders, but notice addressed to one of such persons shall be sufficient notice to all of them.

9.03 Computation of Time

In computing the date when notice must be given under any provision requiring a specified number of days' notice of any meeting or other event, the day of giving the notice shall be excluded and the day of the meeting or other event shall be included.

9.04 Omissions and Errors

The accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

9.05 Persons Entitled by Death or Operation of Law

Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom he or she derives his or her title to such share prior to his or her name and address being entered on the securities register (whether such notice was given before or after the happening of the event upon which he or she became so entitled) and prior to his or her furnishing to the Corporation the proof of authority or evidence of his or her entitlement prescribed by the Act.

9.06 Waiver of Notice

Any shareholder, proxyholder or other person entitled to attend a meeting of shareholders, director, officer, auditor or member of a committee of the board may at any time waive any notice, or waive or abridge the time for any notice, required to be given to him or her under the Act, the regulations thereunder, the articles, the by-laws or otherwise, and such waiver or abridgement, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of shareholders or of the board or a committee of the board which may be given in any manner. {W:/DOCS/2101.048/43/00567511.DOC /}

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ARTICLE 10 EFFECTIVE DATE

10.01 Effective Date

This by-law shall come into force when made by the board in accordance with the Act.

MADE by the board on April 14, 2020.

“ Shelby D. Beattie ” President

“ Michael Rice ” Chief Financial Officer

CONFIRMED by the shareholders in accordance with the Act on , 2020.

Chief Financial Officer

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