Petrus Resources Ltd.

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NOTICE TO SECURITYHOLDERS – March 24, 2022

We currently have sufficient working capital to last approximately two months (until May 31, 2022 when our credit facilities mature). We require 100% of the offering, as well as additional financing or the renegotiation or refinancing of our credit facilities, to last 12 months.

Who can participate in the rights offering?

Petrus Resources Ltd. (" Petrus " or the " Corporation ") is proceeding with a rights offering to provide current shareholders of the Corporation with the opportunity, as more particularly set out in the Corporation's rights offering circular dated March 24, 2022 (" Rights Offering Circular ") and available for viewing on the Corporation's SEDAR profile at www.sedar.com, to acquire additional common shares in the capital of the Corporation (" Common Shares ") by issuing to holders of the outstanding Common Shares of record at the close of business on March 31, 2022 (the " Record Date ") rights (each, a " Right ") to subscribe for additional Common Shares (the " Offering "). The Rights expire at 5:00 p.m. (Toronto time) (the " Expiry Time ") on April 26, 2022 (the " Expiry Date ") after which time unexercised Rights will be void and of no value.

Who is eligible to receive Rights?

The Offering is being conducted and is available to shareholders of the Corporation resident in each of the provinces and territories of Canada (collectively, the " Eligible Jurisdictions "). The Rights and Common Shares issuable upon exercise of the Rights are not being offered, with limited exceptions, to persons who are or appear to be, or who the Corporation or Odyssey Trust Company (the " Subscription Agent ") have reason to believe are, residents of jurisdictions other than the Eligible Jurisdictions, nor will the Corporation or Subscription Agent accept subscriptions from any shareholder whose addresses of record is not in any province or territory of Canada (an " Ineligible Shareholder ") or from any transferee of Rights who is or appears to be, or who the Corporation or the Subscription Agent have reason to believe is, a resident of any jurisdiction or place other than the Eligible Jurisdictions, unless such security holder or transferee satisfies the Corporation not less than 10 days before the Expiry Date (and if the 10th day prior to the Expiry Date is a Saturday, Sunday or statutory holiday in the City of Calgary, Province of Alberta, then such date shall be deemed to be the next business day following the 10th day prior to the Expiry Date) that such offering to and subscription by such security holder or transferee is lawful and in compliance with all securities and other laws applicable in the Eligible Jurisdictions and the jurisdiction where such security holder or transferee is resident and would not require the Corporation to file any documentation, make any application or make any payment of any nature whatsoever.

Notwithstanding the foregoing, Ineligible Shareholders, including those in the United States, will be allowed to exercise their Rights if they establish to the satisfaction of the Corporation that the receipt by them of the Rights and the issuance to them of the Common Shares upon the exercise of the Rights: (a) will not violate the laws of their jurisdiction of residence or other applicable jurisdiction; and (b) will not impose any requirement on the Corporation to comply with legal requirements in the applicable jurisdiction other than those being complied with for the offering of Rights in the Eligible Jurisdictions, or if management of the Corporation, in its sole discretion, agrees to meet the legal requirements of the applicable jurisdiction.

How many Rights are we offering?

The Corporation is offering a total of 106,883,743 Rights. 7.214653 Rights are required to subscribe for one (1) Common Share.

How many Rights will you receive?

Each registered holder of Common Shares on the Record Date will receive one (1) Right for each one (1) Common Share held.

What does 7.214653 Rights entitle you to receive?

7.214653 Rights are required to subscribe for one Common Share (the " Basic Subscription Privilege "), plus the subscription price of $1.35 per Common Share in the lawful currency of Canada (the " Subscription Price "). Rights holders who exercise their Rights in full are also entitled to exercise additional Rights (the " Additional Rights ") on a pro rata basis, if available, pursuant to an additional subscription privilege (the " Additional Subscription Privilege "). The number of Additional Rights available will be the difference, if any, between the total number of Rights that are issued pursuant to the Offering and the total number of Rights exercised and paid for pursuant to the Basic Subscription Privilege at the Expiry Time on the Expiry Date.

How will you receive your Rights?

Rights will be evidenced by direct registration system advices (each, a " Rights DRS Advice "). Each registered holder of Common Shares on the Record Date, other than Ineligible Shareholders, will receive a Rights DRS Advice. Each registered shareholder of the Corporation (other than any Ineligible Shareholders) has been provided their applicable Rights DRS Advice along with this notice of rights offering (" Notice of Rights Offering ").

Rights DRS Advices in respect of Rights issued to Ineligible Shareholders will not be issued and forwarded by the Corporation to Ineligible Shareholders. Ineligible Shareholders have been sent this Notice of Rights Offering for information purposes only, together with a letter advising them that their Rights DRS Advices will be issued to and held by the Subscription Agent, which will hold such Rights as agent for the benefit of all Ineligible Shareholders. Instructions as to the sale, transfer or exercise of the Rights represented thereby will not be accepted from such Ineligible Shareholders (unless such Ineligible Shareholders satisfy the Corporation that the offer of Rights to, and subscriptions by, such holders is lawful and in compliance with all securities and other laws).

When and how can you exercise your Rights?

In the case of a registered holder of Common Shares (a " Registered Holder "), such holder may exercise Rights to acquire Common Shares by delivering to the Subscription Agent at the office set forth below its Rights DRS Advice, duly completed and exercised, together with the Subscription Price for each Right exercised (including pursuant to its Basic Subscription Privilege and, if applicable, its Additional Subscription Privilege) on or before the Expiry Time on the Expiry Date.

By Hand, by Courier, by Mail or by Registered Mail:

Odyssey Trust Company 702 – 67 Yonge Street Toronto, ON, M5E 1J8 Attention: Corporate Actions

In the case of a holder of Common Shares that holds Common Shares through a securities broker, dealer, bank or trust company or other participant (a " CDS Participant ") in the book-based system administered by CDS Clearing and Depository Services Inc. (" CDS "), such holder (a " Beneficial Rightsholder ") may exercise Rights by instructing the CDS Participant holding its Rights sufficiently in advance of the Expiry Date to exercise all or a specified number of such Rights and forwarding the Subscription Price to such CDS Participant. Similarly, Beneficial Rightsholders wishing to exercise Additional Rights should also contact the CDS Participant that holds such holder's Rights sufficiently in advance of the Expiry Date to arrange for subscription for Additional Rights. Any excess funds will be returned by mail or, in the case of a Beneficial Rightsholder, credited to the holder's account with its CDS Participant, without interest or deduction. CDS Participants will have an earlier deadline for receipt of instructions and payment than the Expiry Date. Beneficial Rightsholders should contact their particular CDS Participant for complete details on how to exercise their Basic Subscription Privilege and the Additional Subscription Privilege.

What are the next steps?

This document contains key information you should know about Petrus. You can find more details in the issuer's Rights Offering Circular. To obtain a copy, visit Petrus' profile on the SEDAR website, visit www.petrusresources.com, ask your dealer representative for a copy or contact:

Mathew Wong Vice-President, Finance T: 587-349-5827

E: [email protected]

You should read the Rights Offering Circular, along with Petrus' continuous disclosure record, to make an informed decision.

Dated at Calgary, Alberta this 24[th] day of March, 2022.