PetroTal Corp. — Proxy Solicitation & Information Statement 2020

Aug 4, 2020

PetroTal Corp. Suite 500, 11451 Katy Freeway, Houston, Texas 77079

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NOTICE-AND-ACCESS NOTIFICATION for the Annual General and Special Meeting of the Holders of Common Shares to be held on Wednesday, September 9, 2020

You are receiving this notification as PetroTal Corp. (the " Corporation ") is using the notice-and-access model for delivery of meeting materials to its shareholders. Under notice-and-access, shareholders still receive a proxy or voting instruction form enabling them to vote at the shareholders' meeting. However, instead of a paper copy of the management information circular dated July 29, 2020 (the " Circular "), shareholders receive this notice with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and also will reduce the cost of printing and mailing materials to shareholders.

MEETING DATE AND LOCATION

When: Wednesday, September 9, 2020 at 10:00 a.m. (Calgary time)

Where: Remotely via webcast at http://www.gowebcasting.com/10771 and teleconference at 1-800319-4610 (Canada/ U.S. toll free) or 1-604-638-5340 (International Toll)

The Corporation has decided to host the meeting solely by means of remote communication in light of the coronavirus (COVID-19) pandemic. The Corporation reserves the right to take any additional precautionary measures it deems appropriate in relation to the meeting in response to further developments relating to COVID19. Changes to the meeting date and/or means of holding the meeting may be announced by way of press release. Shareholders are encouraged to monitor the Corporation's website at www.petrotal-corp.com/ or the Corporation's SEDAR profile at www.sedar.com, where copies of such press releases, if any, will be posted. The Corporation does not intend to prepare an amended Circular in the event of changes to the meeting format. All Shareholders are strongly encouraged to vote prior to the meeting by any of the means described below, as in-person voting at the time of the meeting will not be possible.

SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS

Virtual Meeting: Shareholders will be asked to consent to the meeting being held virtually. Information respecting the virtual meeting may be found in the Circular under " Matters to be Considered at the Meeting – Holding Meeting Virtually" .

Election of Directors: Shareholders will be asked to fix the number of directors and elect directors for the ensuing year. Information respecting the election of directors may be found in the Circular under " Matters to be Considered at the Meeting – Fixing Number of Directors" and " Matters to be Considered at the Meeting – Election of Directors ".

Appointment of Auditors: Shareholders will be asked to re-appoint Deloitte LLP as the Corporation's auditors for the ensuing year, and authorize the directors to fix their remuneration. Information respecting the appointment of Deloitte LLP may be found in the Circular under " Matters to be Considered at the Meeting – Appointment of Auditors ".

Stock Option Plan and Shareholders will be asked to approve the stock option plan and the amended Amended Performance and performance and restricted share unit plan of the Corporation. Information Restricted Share Unit Plan: respecting the security-based compensation plans may be found in the Circular under " Matters to be Considered at the Meeting – Annual Approval of Stock Option Plan" and " Matters to be Considered at the Meeting – Approval of Amended Performance and Restricted Share Unit Plan".

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Amendment of Bylaws:

Shareholders will be asked to approve amendments to By-Law No. 1 of the Corporation to, among other things, permit meetings of Shareholders to be held by electronic means. Information respecting the amendment of the bylaws may be found in the Circular under " Matters to be Considered at the Meeting – Amendment of By-Law No. 1 ".

Share Consolidation: Shareholders will be asked to authorize the directors to consolidate the common shares on the basis of a ratio of between four (4) and eight (8) pre-consolidation common shares for each one post-consolidation common share. Information respecting the share consolidation may be found in the Circular under " Share Consolidation ".

Other Business: Shareholders may be asked to consider other items of business that may be properly brought before the meeting.

Shareholders are reminded to review the meeting materials prior to voting.

WEBSITES WHERE MEETING MATERIALS ARE POSTED

The meeting materials can be viewed online at www.sedar.com or at www.petrotal-corp.com.

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

Shareholders may request that a paper copy of the meeting materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Circular was filed on SEDAR by:

• Calling Broadridge Financial Solutions Inc. (" Broadridge ") at 1-877-907- 7643 (if you have a control number) and 1-855-887-2243 (if you do not have a control number).; or

• Online at www.proxyvote.com (if you have a control number) .

Requests should be received prior to August 24, 2020 in order to receive and review the meeting materials and return the completed form of proxy by the due date set out in the accompanying proxy or voting instruction form.

VOTING

Beneficial shareholders who have received a voting instruction form from Broadridge must deposit the completed voting instruction form with Broadridge by mail or facsimile at the address or facsimile number noted thereon.

Beneficial shareholders who have received a proxy form directly from Computershare Trust Company of Canada are asked to return their proxies using one of the following methods at least one business day in advance of the proxy deposit date and time set out in the accompanying proxy or voting instruction form:

Internet:	www.investorvote.com
Mail:	100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1

Shareholders with questions about notice-and-access can call Broadridge at 1-855-887-2244 .