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Prairie Provident Resources Inc. Proxy Solicitation & Information Statement 2022

Apr 25, 2022

47375_rns_2022-04-25_29ca1ab9-a6cd-4a7a-a567-245274584179.pdf

Proxy Solicitation & Information Statement

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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the annual and special meeting (the " Meeting ") of the shareholders of PRAIRIE PROVIDENT RESOURCES INC. (the " Company ") will be held at the Calgary Petroleum Club at 319 – 5th Avenue S.W., Calgary, Alberta, on May 26, 2022, at 10:00 a.m. (Calgary time) for the following purposes:

  1. to receive the audited consolidated financial statements of the Company for the years ended December 31, 2021 and 2020, together with the auditor's report thereon;

  2. to elect directors of the Company for the ensuing year;

  3. to appoint Ernst & Young LLP, Chartered Professional Accountants, as the auditor of the Company for the ensuing year, at such remuneration as may be determined by the directors;

  4. to consider, and if thought advisable, pass an ordinary resolution approving unallocated entitlements under the Company's stock option plan and incentive security plan; and

  5. to transact such other business as may properly come before the Meeting.

More detailed information regarding the matters proposed to be placed before the Meeting is set forth in the accompanying information circular of the Company dated April 12, 2022 (the " Circular ").

Only shareholders of record at the close of business on April 12, 2022 are entitled to receive notice of and to attend and vote at the Meeting or any adjournment thereof, except that a shareholder (including a person who did not hold any common shares on April 12, 2022) may vote common shares transferred to it after that date if the shareholder produces properly endorsed share certificates evidencing the transfer or otherwise establishes that it owns the transferred common shares, and demands, not later than 10 days before the Meeting, that the transferee's name be included in the list of shareholders eligible to vote.

A registered shareholder may attend the Meeting in person or may be represented at the Meeting by proxy. Shareholders who are unable to attend the Meeting in person are requested to date and sign the enclosed form of proxy and return it, or another acceptable instrument of proxy, in accordance with the instructions set forth in the Circular . A proxy will not be effective for the Meeting or any adjournment thereof unless it is completed and received by the Company's registrar and transfer agent, Alliance Trust Company, by mail, fax or email, at #1010, 407 - 2nd Street S.W., Calgary, Alberta, T2P 2Y3, fax (403) 237-6181 (Attention: Proxy Department), email [email protected], at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the Meeting or adjournment. A person appointed as proxyholder need not be a shareholder.

As noted in the Circular and described in the notice-and-access notification sent to beneficial holders of common shares, the Company elected to distribute the Circular to beneficial shareholders through electronic access by posting the Circular on its website at www.ppr.ca in accordance with applicable securities laws. The Circular will remain on the Company's website for one year thereafter and will also be available under the Company's issuer profile on SEDAR at www.sedar.com. A paper copy of the Circular will be sent to registered shareholders in accordance with corporate law requirements.

Shareholders with questions about voting their shares may contact Kingsdale Advisors by toll-free telephone in North America at 1-855-476-7989, by collect call outside North America at 1-416-867-2272, or by email at [email protected].

DATED at Calgary, Alberta this 12th day of April, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Tony Berthelet"

Remi Anthony (Tony) Berthelet President and Chief Executive Officer Prairie Provident Resources Inc.