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Parex Resources Inc. Proxy Solicitation & Information Statement 2023

Apr 11, 2023

46494_rns_2023-04-10_f353e45e-f45c-4aa4-8831-bd1408ed7573.pdf

Proxy Solicitation & Information Statement

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

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Voting Instruction Form (“VIF”) - Annual General and Special Meeting to be held on May 11, 2023

NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS

  1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.

  2. We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.

  3. If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.

  4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

  5. If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed by management to you.

  6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

  7. Unless prohibited by law, this VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.

  8. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

  9. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

  10. This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.

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VIFs submitted must be received by 9:30 am, Calgary time, on May 9, 2023 or 48 hours (excluding Saturdays, Sundays, Statutory holidays in the Province of Alberta) prior to the set time for any adjournment or postponement of the meeting.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Vote Using the Telephone To Vote Using the Internet To Virtually Attend the Meeting • Go to the following web site: • You can attend the meeting virtually by visiting www.investorvote.com the URL provided on the back of this proxy.

  • Call the number listed BELOW from a touch tone telephone. www.investorvote.com

  • 1-866-732-VOTE (8683) Toll FreeSmartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this VIF.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

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Appointment of Proxyholder

I/We being holder(s) of Common Shares of Parex Resources Inc. (“Parex” or the “Company”) hereby appoint(s): Imad Mohsen, President and Chief Executive Officer of Parex, of the City of Calgary, in the Province of Alberta, or failing this person, Kenneth G. Pinsky, Chief Financial Officer and Corporate Secretary of Parex, of the City of Calgary, in the Province of Alberta (the “Management Nominees”)

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

Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/Parex and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting.

as my/our proxyholder with full power of substitution and to vote in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General and Special Meeting (the “Meeting”) of shareholders of the Company to be held in person at Eighth Avenue Place East Tower, 4th Floor, 525 - 8th Avenue SW, Calgary, Alberta, or virtually at https://meetnow.global/M9TT6PK on May 11, 2023 at 9:30 am (Calgary time), and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against
1. Number of Directors
To fx the number of directors to be elected at the Meeting at nine (9). Fold
2. Election of Directors
For Withhold For Withhold For Withhold
01. Lynn Azar 02. Lisa Colnett 03. Sigmund Cornelius
04. Robert Engbloom 05. Wayne Foo 06. G.R. (Bob) MacDougall
07. Glenn McNamara 08. Imad Mohsen 09. Carmen Sylvain
For Withhold
3. Appointment of Auditors
To appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the auditors of Parex for the ensuing year and to authorize the directors of the
Company to fx their remuneration as such.
For Against
4. Approval of Unallocated Options
To consider and, if deemed advisable, to pass an ordinary resolution approving all unallocated options issuable under the stock option plan of the Company, as more
particularly described in the management information circular of the Company dated April 3, 2023 (the “Information Circular”).
For Against
5. Say on Pay
T id di bidi l i “S P” t th C’ h t ti ti till dibd i th Fold

To consider an advisory, non-binding resolution (a “Say on Pay” vote) on the Company’s approach to executive compensation as more particularly described in the Information Circular.

Signature of Proxyholder

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

Signature(s) Date MM / DD / YY

Interim Financial Statements – Mark this box if you Annual Financial Statements – Mark this box if you would like to receive Interim Financial Statements and would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis accompanying Management’s Discussion and Analysis by mail. by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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