PRAIRIE
PROVIDENT
RESOURCES

Annual and Special Meeting
of Shareholders to be held on
May 22, 2025

NOTICE OF MEETING
and
INFORMATION CIRCULAR

April 15, 2025

PRAIRIE PROVIDENT RESOURCES

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the annual and special meeting (the "Meeting") of the holders of common shares (the "Common Shares") of PRAIRIE PROVIDENT RESOURCES INC. (the "Company") will be held at the 2nd Floor Conference Room, 500 - 4th Avenue SW, Calgary, Alberta, on May 22, 2025 at 10:00 a.m. (Calgary time), for the following purposes:

to receive the audited consolidated financial statements of the Company for the years ended December 31, 2024 and 2023, together with the auditor's report thereon;
to elect directors of the Company for the ensuing year;
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;
to consider and, if deemed appropriate, pass an ordinary resolution approving unallocated entitlements under the Company's stock option plan and incentive security plan;
to consider and, if deemed appropriate, pass an ordinary resolution approving certain amendments to the Company's stock option plan and incentive security plan;
to consider and, if deemed appropriate, pass a special resolution approving amendments to the articles of the Company to effect a consolidation of the outstanding Common Shares on the basis of a consolidation ratio, to be subsequently determined by the directors of the Company, that is between a minimum of 20 pre-consolidation Common Shares, and a maximum of 30 pre-consolidation Common Shares, for every one (1) post-consolidation Common Share;
to consider and, if deemed appropriate, pass a special resolution approving amendments to the articles of the Company to create a new class of non-voting common shares that the Company is authorized to issue, and to set out the rights, privileges, restrictions and conditions attaching to such new class and to the existing class of Common Shares; and
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 15, 2025 (the "Circular").

Only shareholders of record at the close of business on April 11, 2025 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 11, 2025) 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 profile on SEDAR+ at www.sedarplus.ca. A paper copy of the Circular will be sent to registered shareholders in accordance with corporate law requirements.

DATED at Calgary, Alberta this 15th day of April, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Dale Miller"

Dale Miller
Executive Chairman
Prairie Provident Resources Inc.

PRAIRIE PROVIDENT RESOURCES

INFORMATION CIRCULAR

Annual Meeting of Shareholders to be held on May 22, 2025

This information circular dated April 15, 2025 (the "Information Circular") is furnished in connection with the solicitation of proxies by management of Prairie Provident Resources Inc. ("Prairie Provident" or the "Company") for use at the annual and special meeting of the holders ("Shareholders") of common shares of the Company ("Common Shares") to be held on Thursday, May 22, 2025 at 10:00 a.m. (Calgary time) (the "Meeting"), or at any adjournment thereof, for the purposes set forth in the accompanying Notice of Meeting.

Unless specifically stated otherwise, information contained in this Information Circular is given as of March 31, 2025.

SOLICITATION OF PROXIES BY MANAGEMENT

Enclosed with this Information Circular sent to registered Shareholders is a form of proxy for use at the Meeting. Shareholders are entitled to vote and are encouraged to participate in the Meeting, either in person or by proxy.

The enclosed proxy is solicited by and on behalf of Prairie Provident management, and the persons named in the form are executive officers of the Company.

The costs incurred in the preparation and mailing of the Notice of Meeting, this Information Circular and the form of proxy will be borne by the Company. Management does not contemplate a solicitation of proxies other than by mail, though it may also solicit by telephone, electronic communication, or other direct contact.

In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), arrangements have been made with intermediaries to forward proxy materials to the beneficial owners of Common Shares held of record by such intermediaries, and the Company may reimburse the reasonable fees and disbursements they incur in doing so.

APPOINTMENT AND REVOCATION OF PROXIES

A Shareholder entitled to vote at the Meeting may attend in person or appoint a nominee (who need not be a Shareholder) other than the persons designated in the management proxy form to represent them at the Meeting, by inserting the name of their chosen nominee in the blank space provided for that purpose on the management proxy form or by submitting another proper instrument of proxy. Such a Shareholder should notify the chosen nominee of their appointment, obtain the nominee's consent to act as proxyholder, and instruct the nominee on how the Shareholder's shares are to be voted. In any case, the proxy should be dated and executed by the Shareholder or their attorney authorized in writing.

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. If you are a registered Shareholder, you may also cast your vote by proxy using the internet at www.alliancetrust.ca/online-login/, which will require that you input the 12-digit control number printed on your form of proxy and is subject to the same deadline.

In addition to revocation by any other manner permitted by law, a Shareholder who has given a proxy may revoke it, at any time before it is exercised, by instrument in writing executed by the Shareholder or by their attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney duly authorized, and deposited at the registered office of the Company at Suite 4500, 855 - 2nd Street S.W., Calgary, Alberta, T2P 4K7 (Attention: Corporate Services/CRP) up to and including the last business day before the day of the Meeting (or adjournment, as applicable) at which the proxy is to be used, or with the chair of the Meeting on the date thereof.

NOTICE TO BENEFICIAL HOLDERS OF COMMON SHARES

The information above regarding the appointment and revocation of proxies is generally applicable only to registered Shareholders, being persons who are recorded as holders of Common Shares in the register of shareholders maintained by the Company's registrar and transfer agent. Only registered Shareholders or the persons they validly appoint as proxyholders are permitted to vote at the Meeting.

The information in this section is directed to beneficial owners of Common Shares who do not hold their Common Shares in their own name. Persons who beneficially own Common Shares but do not appear on the records of the Company as the registered holders thereof are referred to in this Information Circular as "Beneficial Holders". Common Shares owned by Beneficial Holders are often registered in the name of an intermediary (such as a broker, securities dealer, bank, trust company or trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans) or in the name of a depository of which the intermediary is a participant (or an agent or nominee of any of the foregoing). Common Shares listed in an account statement provided by a broker or other intermediary will typically (though not necessarily) be registered in this manner.

Only proxies deposited by a person whose name appears on the records of the Company as a registered holder of Common Shares will be recognized and acted upon at the Meeting.

In accordance with securities regulatory requirements, Prairie Provident will distribute copies of the Notice of Meeting, this Information Circular and the enclosed form of proxy (collectively, the "meeting materials") to applicable depositories and intermediaries (or their delegates) for onward distribution to Beneficial Holders.

Existing regulatory policy requires brokers and other intermediaries holding Common Shares on behalf of others to seek voting instructions from Beneficial Holders in advance of shareholder meetings. Each intermediary has its own mailing and delivery procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Holders in order to ensure that their Common Shares are voted at the Meeting.

The voting instruction form or other proxy document supplied to a Beneficial Holder by its broker or other intermediary (or its agent or nominee) may be very similar to the management proxy form provided by the Company for use by registered Shareholders. Its purpose, however, is limited to instructing the registered Shareholder (the broker or other intermediary, or its agent or nominee) how to vote on behalf of the Beneficial Holder.

In Canada, most brokers now delegate responsibility for obtaining voting instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge typically prepares a machine-readable voting instruction form, mails that form to Beneficial Holders, and asks Beneficial Holders to return the form to Broadridge or otherwise communicate voting instructions to Broadridge (by way of internet or telephone-based procedures, for example). Broadridge then aggregates the results of all instructions received from Beneficial Holders and provides appropriate instructions for the voting of their Common Shares by proxy at the Meeting. A Beneficial Holder who receives a voting instruction form from Broadridge (or otherwise from their broker or other intermediary) cannot use that form to vote Common Shares directly at the Meeting. Voting instruction forms must instead be returned, or voting instructions must otherwise be communicated, to Broadridge (or otherwise in accordance with the directions of the relevant broker or other intermediary) well in advance of the Meeting in order for the Common Shares to which the instructions relate to be properly voted at the Meeting.

Although a Beneficial Holder may not be recognized directly at the Meeting for the purposes of voting Common Shares that are registered in the name of their broker or other intermediary (or an agent or nominee thereof), a Beneficial Holder may, if properly appointed, attend the Meeting as proxyholder for the registered Shareholder and vote their Common Shares in that capacity. Beneficial Holders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered Shareholder, should enter their own names in the blank space on the voting instruction form or other proxy document provided to them and return the same to their broker or other intermediary (or its agent or nominee) in accordance with the instructions provided by such party.

If you are a Beneficial Holder and have questions regarding the voting of your Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Unless specifically stated otherwise, all references to holders of Common Shares in the Notice of Meeting, this Information Circular and the enclosed form of proxy are to registered Shareholders (i.e., persons recorded in the Company's share registers as being a holder of Common Shares).

VOTING OF PROXIES

Shareholders using the enclosed management proxy form may instruct the proxyholder (whether the executive officers named in the form or such other person as the Shareholder may appoint) how to vote their Common Shares by completing the voting directions contained therein.

On any vote that may be called for at the Meeting or any adjournment thereof, the persons named in the enclosed proxy form will vote or withhold from voting the Common Shares in respect of which they are appointed proxyholder in accordance with the instructions of the Shareholder appointing them. In the absence of any such direction, the Common Shares to which the proxy relates will be voted FOR each of the matters referred to in the Notice of Meeting and in this Information Circular.

The enclosed management proxy form (in the absence of any alteration to the form) confers discretionary authority upon the persons named therein to vote Common Shares and otherwise act in the proxyholder's discretion with respect to any amendments or variations to matters identified in the Notice of Meeting and with respect to any other matters that may properly come before the Meeting or any adjournment thereof. In the event of any such amendment, variation or other matter, the Common Shares represented by proxies in favour of management will be voted in accordance with the proxyholder's judgment.

At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

NOTICE-AND-ACCESS

Applicable Canadian securities laws permit the use of a "notice-and-access" system for the distribution of proxy-related materials to securityholders, pursuant to which reporting issuers may effect the delivery of proxy-related materials for a meeting by posting them on SEDAR+ (www.sedarplus.ca) as well as another website, and sending a notice package to the securityholders receiving such materials under the notice-and-access system. The notice package must include (i) a voting instruction form, (ii) basic information about the meeting and the matters to be voted on at the meeting, (iii) instructions how to obtain a paper copy of the proxy-related materials, and (iv) a plain-language explanation of how the notice-and-access system operates and how the materials can be accessed online. Where prior consent has been obtained, a reporting issuer can send the notice package electronically. The notice package must otherwise be mailed.

Prairie Provident has elected to distribute the Notice of Meeting and this Information Circular to Beneficial Holders using the notice-and-access system. Accordingly, Prairie Provident will send the required notice package to Beneficial Holders, including instructions on how to access this Information Circular online and request a paper copy. Distribution of proxy-related materials using the notice-and-access system substantially reduces printing and mailing costs to the Company and lessens the environmental impact of unnecessarily producing and distributing unwanted paper copies.

Notwithstanding the notice-and-access system, Prairie Provident is still required under the Business Corporations Act (Alberta) ("ABCA") to send paper copies of its annual financial statements and proxy materials to registered Shareholders (except registered Shareholders who have given written consent to electronic delivery or, in the case of financial statements, have informed the Company in writing that they do not want a copy). For corporate law compliance, registered Shareholders who have not consented to electronic delivery will be mailed a copy of the Notice of Meeting and this Information Circular.

Prairie Provident will not send its proxy-related materials directly to "non-objecting beneficial owners" under NI 54-101, and will not pay for proximate intermediaries to forward proxy-related materials and voting instruction forms to "objecting beneficial owners" under NI 54-101. Accordingly, objecting beneficial owners will not receive such materials unless their intermediary assumes the cost of delivery.

VOTING SHARES, PRINCIPAL HOLDERS AND QUORUM

Prairie Provident is authorized to issue an unlimited number of Common Shares. As of the date of this Information Circular there are 1,401,334,701 Common Shares outstanding. On all matters to be voted upon at the Meeting, Shareholders are entitled to one vote for each Common Share held. The Common Shares are the only voting securities of the Company.

The Company's board of directors (the "Board of Directors") fixed April 11, 2025 as the record date (the "Record Date") for determining Shareholders entitled to receive notice of the Meeting. A registered Shareholder of record at the close of business on the Record Date shall be entitled to vote the Common Shares registered in its name on that date, except to the extent that (i) it transfers any Common Shares after the Record Date, and (ii) the transferee of such Common Shares produces properly endorsed share certificates (or otherwise establishes ownership of the transferred Common Shares) and makes a demand to the registrar and transfer agent of the Company, not later than 10 days before the Meeting, that the transferee's name be included on the list of Shareholders entitled to vote at the Meeting.

To the knowledge of Prairie Provident's directors and officers, no person or company beneficially owns or controls or directs, directly or indirectly, Common Shares carrying 10% or more of the votes that may be cast at the Meeting, except as set out below:

Name of Holder	Number of Common Shares Held	Percentage of Outstanding Common Shares (undiluted)
PCEP Canadian Holdco, LLC (1)	1,123,810,063	80.2%

Note:
(1) See "Other Information – Interests of Informed Persons" below.

At the Meeting, two or more persons present and holding or representing by proxy at least 10% of the outstanding Common Shares will constitute a quorum.

MATTERS TO BE ACTED UPON AT THE MEETING

To the Company's knowledge, the only matters proposed to be placed before the Meeting are those identified in the Notice of Meeting and more particularly discussed below.

1. Annual Financial Statements

The audited consolidated financial statements of Prairie Provident for the years ended December 31, 2024 and 2023, together with the auditor's report thereon, will be placed before the Shareholders at the Meeting. No formal action will be taken at the Meeting to approve the financial statements, which have been approved by the Board of Directors, sent to registered Shareholders and filed on SEDAR+ at www.sedarplus.ca, all in accordance with applicable legal requirements. A copy of the annual financial statements is also available electronically from the Company's website at www.ppr.ca. Questions regarding the financial statements may, however, be brought forward at the Meeting.

2. Election of Directors

As at the date of this Information Circular, the Board of Directors is comprised of Dale Miller (Executive Chair), Glenn Hamilton, Matthew Shyba and Kathy Turgeon. The current term of office of each sitting director ends at the close of the Meeting.

At the Meeting, management proposes to nominate each of the current directors (namely Dale Miller, Glenn Hamilton, Matthew Shyba and Kathy Turgeon) for election as a director of the Company, and submit to the Shareholders an ordinary resolution to elect each nominee as a director for the ensuing year, to hold office until the close of the next annual meeting of Shareholders.

Unless otherwise directed by the Shareholders appointing them as proxyholder, the persons named in the enclosed proxy form intend to vote all Common Shares in respect of which they are appointed proxyholder FOR the election of each such nominee as a director of the Company for the ensuing year.

Investor Rights Agreement

The Company is party to an Investor Rights Agreement dated May 16, 2023 (the "Investor Rights Agreement") with its principal shareholder, PCEP Canadian Holdco, LLC ("PCEP"), and certain affiliates of PCEP (collectively, the "Principal Holders"). PCEP currently holds more than 80% of the outstanding Common Shares. See "Voting Shares, Principal Holders and Quorum" above.

Pursuant to the Investor Rights Agreement, the Principal Holders have the right to nominate 3 directors for so long as they hold more than 50% of the outstanding voting securities of the Company, 2 directors for so long as they hold at least 25% of the outstanding voting securities but less than 50%, and one director for so long

as they hold at least 10% of the outstanding voting securities but less than 25%. As the holder of more than 50% of the outstanding Common Shares, the Principal Holders are entitled under the Investor Rights Agreement to nominate 3 directors, and have exercised that nomination right with respect to Dale Miller, Glenn Hamilton and Kathy Turgeon.

Director Nominees

The following table sets forth, for each proposed director nominee, their name and jurisdiction of residence, the date since which they have served as a director, their principal occupation, business or employment currently and during the past five years, and their equity holdings in the Company at March 31, 2025.

Name, Jurisdiction of Residence and Position with the Company	Principal Occupations	Director Since	Equity Holdings at March 31, 2025 (1)
Dale Miller (2)(3)
Alberta, Canada
Executive Chairman	Corporate Director; Director of Yangarra Resources Ltd. (TSX:YGR) (oil and gas exploration and development) since April 2021 and Director of Fiddlehead Resources Corp. (TSXV: FHR) (oil and gas exploration and development) since July 2024; President of Dark Horse Energy Consultants Ltd. since 2017; Chief Operating Officer of Hillcrest Petroleum Ltd. (oil and gas exploration and development) from June 2018 to April 2021; prior thereto, President, Chief Operating Officer and a director of Long Run Exploration Ltd. (oil and gas exploration and development) from August 2011 to April 2017.	August 2023	3,177,500
Common Shares
500,000
DSUs
16,000,000
Stock Options
Glenn Hamilton (2)
Alberta, Canada
Director	Corporate Director; Director of Ember Resources Inc. (oil and gas exploration and development), Inter Pipeline Ltd. (transportation, processing and storage of energy products) and Islander Oil & Gas Inc. (oil and gas exploration and development); Corporate Advisor to Bonavista Energy Corporation (oil and gas exploration and development) from May 2015 to July 2016 and prior thereto its Senior Vice President and Chief Financial Officer from June 2008 to May 2015.	July 2023	3,178,239
Common Shares
500,000
DSUs
12,500,000
Stock Options
Matthew Shyba
Alberta, Canada
Director	Chief Executive Officer of Shyba Capital Inc. (private investment company) since January 2022; Private corporate law practice since August 2019; prior thereto, Associate General Counsel of AutoCanada Inc. (automobile dealer) from February 2015 to July 2019.	July 2022	24,577,541
Common Shares
6,702,234
Warrants
500,000
DSUs
12,500,000
Stock Options
Kathy Turgeon (2)
Alberta, Canada
Director	Corporate Director; Director of Lotus Creek Exploration Inc. (TSXV:LTC) (previously Gear Energy Ltd.) (oil and gas exploration and development) since May 2024; Vice President, Finance and Chief Financial Officer of Peyto Exploration & Development Corp. (oil and gas exploration and production) from November 2007 to March 2024.	July 2023	2,178,239
Common Shares
500,000
DSUs
12,500,000
Stock Options

Notes:

(1) Comprised of Common Shares, warrants exercisable for Common Shares at a price of $0.10 per share, deferred share units (DSUs), restricted share units (RSUs) and stock options beneficially owned, or controlled or directed, directly or indirectly, by each director. See "Statement of Executive Compensation – Director Compensation" and "Equity Compensation Arrangements" below.

(2) Mr. Miller, Mr. Hamilton and Ms. Turgeon are nominated pursuant to the Investor Rights Agreement.

(3) Mr. Miller was appointed Executive Chairman on November 1, 2024.

Each person elected as a director of the Company will hold office until the next annual meeting of the Shareholders or until their successor is duly elected or appointed, or their office is earlier vacated, in accordance with the ABCA and the articles and by-laws of the Company.

For information on each nominee's current membership on committees of the Board of Directors, see "Corporate Governance – Board Committees" below.

Cease Trade Orders or Bankruptcies

No proposed director nominee:

(a) is, or has within the past ten years been, a director, chief executive officer or chief financial officer of any entity that was the subject of a cease trade or similar order, or an order that denied it access to any exemption under securities legislation, that was in effect for more than 30 consecutive days and was either issued (i) while the nominee was acting in that capacity, or (ii) after the nominee ceased to act in that capacity but resulted from an event that occurred while the nominee was so acting;

(b) 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;

(c) is, or has within the past ten years been, a director or executive officer of any entity that, while the nominee was acting in that capacity or within a year of ceasing to so act, became bankrupt, made a proposal under any bankruptcy or insolvency legislation 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; or

(d) has, within the past ten years, become bankrupt, made a proposal under any bankruptcy or insolvency legislation, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his assets.

Majority Voting Policy

The Board of Directors has adopted a Majority Voting Policy that applies to an uncontested director election, which for purposes of the policy means an election of directors at a shareholders' meeting at which the number of nominees proposed for election as a director of the Company is not greater than the number of directors to be elected. A copy of the Majority Voting Policy is available electronically from the Company's website at www.ppr.ca.

The Majority Voting Policy provides that if less than a majority of the total votes cast or withheld from voting with respect to the election of any director nominee are not voted in favour of his or her election, but he or she is nevertheless duly elected as a matter of corporate law, then that director shall promptly tender his or her resignation, subject to and only effective upon acceptance by the Board of Directors. The Board of Directors will refer the resignation to the Nominating and Corporate Governance Committee (or such other board

committee as is determined, based on its composition and other relevant factors, to be appropriate in the circumstances) for consideration.

In considering any resignation tendered pursuant to the policy, the designated committee shall consider all factors deemed relevant by its members including, without limitation, the circumstances of the vote, any stated reasons for Shareholders withholding from voting for the director, the director's qualifications, competencies, skills and contribution to the Board of Directors and the Company, the consequences of the resignation to the Company (including, without limitation, pursuant to any material contract or concerning the Company's compliance with any applicable laws or regulatory requirements), and whether the resignation would be in the best interests of the Company. The committee will then make a recommendation to the Board of Directors whether to accept the tendered resignation and, if acceptance is recommended, whether to do so on an immediate or delayed basis. A director who has tendered a resignation pursuant to the policy shall not participate in any meeting of the committee or the Board of Directors at which the resignation is considered.

The Board of Directors will determine whether to accept the tendered resignation within 90 days after the date of the shareholders' meeting. Subject at all times to their fiduciary duty to the Company, the Board of Directors is expected to accept a resignation tendered pursuant to the Majority Voting Policy in the absence of exceptional circumstances.

The Company will announce the Board of Director's decision by news release. If the Board of Directors does not accept the resignation, the news release shall address the reasons for that decision.

Advance Notice By-law

The Company has adopted an advance notice by-law, which applies to the nomination of directors at the Meeting and is intended to provide a clear process for director nominations. A copy of the advance notice by-law is available electronically from the Prairie Provident website at www.ppr.ca and is filed under the Company's profile on SEDAR+ at www.sedarplus.ca.

Among other things, the advance notice by-law requires that any Shareholder wishing to nominate a candidate for election as a director at an annual meeting of Shareholders (or at a special meeting at which directors will be elected) must provide notice thereof to the Corporate Secretary of the Company not less than 30 days prior to the meeting date (or 40 days where the Company uses notice-and-access to send proxy-related materials to Shareholders in connection with the meeting); provided, however, that if the meeting is to be held less than 50 days after the date on which first public announcement of the meeting date is made, then the required notice may be given not later than the close of business on the 10th day following announcement in the case of an annual meeting or the 15th day following announcement in the case of a special meeting.

The by-law also specifies the information and accompanying documentation that a nominating Shareholder must provide with respect to itself and the nominee candidate in order for the nomination notice to be effective. No person nominated by a Shareholder will be eligible for election as a director of the Company unless nominated in accordance with the advance notice by-law.

The Board of Directors reserves discretion to waive any requirement of the advance notice by-law.

Appointment of Auditor

Ernst & Young LLP, Chartered Professional Accountants, has served as the auditor of Prairie Provident and its predecessor, Lone Pine Resources Inc., since November 2011. The auditor's report of Ernst & Young LLP on the Company's consolidated financial statements for the financial years ended December 31, 2024 and 2023 will be placed before the Meeting.

At the Meeting, management proposes to submit to the Shareholders an ordinary resolution to appoint Ernst & Young LLP as the auditor of the Company, to hold office until the close of the next annual meeting of Shareholders, at such remuneration as may be determined by the directors.

Unless otherwise directed by the Shareholders appointing them as proxyholder, the persons named in the enclosed proxy form intend to vote all Common Shares in respect of which they are appointed proxyholder FOR the appointment of Ernst & Young LLP as the auditor of the Company for the ensuing year, at such remuneration as may be determined by the directors.

For information regarding the professional service fees billed to Prairie Provident by Ernst & Young LLP for each of the last two financial years, see "Audit Committee Information – External Auditor Service Fees" at page 44 of the Company's annual information form dated March 31, 2025 for the year ended December 31, 2024, a copy of which is filed on SEDAR+ at www.sedarplus.ca and also available electronically from the Company's website at www.ppr.ca.

4. Unallocated Entitlements under Equity Compensation Arrangements

The Company's equity compensation arrangements consist of its stock option plan ("Option Plan") and incentive security plan ("Incentive Security Plan") and, together with the Option Plan, the "Plans"). The Plans were first implemented following approval by Shareholders at a special meeting held on September 8, 2016. For a summary description of the Plans, see "Equity Compensation Arrangements" below.

The Plans are "rolling plans" pursuant to which the maximum number of Common Shares issuable thereunder at any given time is not a fixed number but rather a function of the number of Common Shares outstanding at the time. Specifically, the Plans currently provide that the aggregate number of Common Shares available for issuance under the Plans (together with any other security-based compensation arrangement of the Company, of which there are currently none) shall not exceed 8% of the total number of Common Shares outstanding (on a non-diluted basis) at the time of grant (such percentage, the "Aggregate Maximum Percentage"), with Common Shares issuable under the Incentive Security Plan not to exceed 3% of the number of Common Shares then outstanding (such percentage, the "Unit Maximum Percentage"). Assuming a maximum 3% allotment of Common Shares under the Incentive Security Plan, not more than 5% of the number of outstanding Common Shares are available for future issuance under the Option Plan.

Pursuant to the Plan terms, a change in the number of outstanding Common Shares results in an automatic change in the maximum number of Common Shares issuable thereunder based on the percentage limits set out above. Additionally, Common Shares underlying any incentive stock options ("Options") granted under the Option Plan or share unit awards ("Unit Awards") granted under the Incentive Security Plan that are exercised or settled, or expire or terminate for any reason, will be available for purposes of further grants thereunder.

Common Shares available for issuance pursuant to Options or Unit Awards that are not granted and outstanding are referred to as unallocated entitlements.

As more particularly set out under "– Amendments to Equity Compensation Arrangements" below, the Company is proposing amendments to the Plans to increase both the Aggregate Maximum Percentage threshold, from 8% to 10%, and the Unit Maximum Percentage threshold, from 3% to 5%. The following discussion regarding the approval of unallocated entitlements is based on the existing Aggregate Maximum Percentage (8%) and Unit Maximum Percentage (3%) thresholds.

The following table sets forth information regarding unallocated entitlements under the Option Plan and Incentive Security Plan as of March 31, 2025, based on the existing Aggregate Maximum Percentage (8%) and Unit Maximum Percentage (3%) thresholds and there being 1,401,334,701 Common Shares outstanding on that date, and assuming for this purpose (i) a maximum allotment of Common Shares issuable under the

10 -

Incentive Security Plan equal to 3% of the number of Common Shares outstanding and (ii) a resulting allotment of Common Shares issuable under the Option Plan equal to 5% (8% less 3%) of the number of Common Shares outstanding.

The numbers in the following table and accompanying notes do not give effect to the potential share consolidation discussed below under "– Share Consolidation", which if implemented will result in a proportionate adjustment, according to the Conversion Ratio (defined below), to the number of Common Shares issuable pursuant to outstanding Options and Unit Awards and the exercise price of outstanding Options, or to the potential increase to the Aggregate Maximum Percentage and Unit Maximum Percentage thresholds as discussed below under "– Amendments to Equity Compensation Arrangements", which if approved and made effective will, relative to the numbers appearing in the following table, increase the number of unallocated entitlements to the figures set out in the pro forma table appearing in that section.

	Maximum Number of Common Shares Issuable (1) (a)	Common Shares Underlying Outstanding Awards as of March 31, 2025 (2) (b)
Option Plan	70,066,735 (3)	63,975,000 (5)
(4.57% of the number of Common Shares outstanding)	6,091,735
(0.43% of the number of Common Shares outstanding)
Incentive Security Plan	42,040,041 (4)	8,690,000 (6)
(0.62% of the number of Common Shares outstanding)	33,350,041
(2.38% of the number of Common Shares outstanding)
TOTALS	112,106,776	72,665,000
(5.19% of the number of Common Shares outstanding)	39,441,776
(2.81% of the number of Common Shares outstanding)

Notes:

(1) The maximum number of Common Shares available for issuance under the Plans is 8% of the total number of Common Shares outstanding (on a non-diluted basis) at the time of grant (such percentage being the Aggregate Maximum Percentage referred to in this Information Circular), with Common Shares issuable under the Incentive Security Plan not to exceed 3% of the number of Common Shares then outstanding (such percentage being the Unit Maximum Percentage referred to in this Information Circular). The number of Common Shares potentially issuable pursuant to Options can therefore be as high as 8% of the total number of Common Shares outstanding if no Unit Awards are outstanding, subject to reduction (on a one-for-one basis) for every Common Share potentially issuable pursuant to outstanding Unit Awards. Assuming a maximum 3% allotment of Common Shares for Unit Awards under the Incentive Security Plan, however, then not more than 5% of the number of outstanding Common Shares are available for future issuance pursuant to Options under the Option Plan.

(2) Reflects the cumulative effect of Option and Unit Award cancellations, exercises, settlements and grants that occurred between January 1, 2025 and March 31, 2025 and therefore differs from the year-end numbers set out under "Equity Compensation Arrangements – Securities Authorized for Issuance under Equity Compensation Arrangements" below.

(3) Calculated as 5% of the 1,401,334,701 Common Shares outstanding at March 31, 2025, being the current Aggregate Maximum Percentage less the current Unit Maximum Percentage.

(4) Calculated as 3% of the 1,401,334,701 Common Shares outstanding at March 31, 2025, being the current Unit Maximum Percentage.

(5) Comprised of 63,975,000 Options, pursuant to which up to 63,975,000 Common Shares are potentially issuable on exercise.

(6) Comprised of 6,690,000 restricted share units (RSUs) plus 2,000,000 deferred share units (DSUs) that can be settled through an issue of new Common Shares from treasury, pursuant to which up to an aggregate of 8,690,000 Common Shares are potentially issuable on settlement. See "Statement of Executive Compensation – Equity Incentive Plan Awards" and "Equity Compensation Arrangements" below.

See also "Equity Compensation Arrangements – Securities Authorized for Issuance under Equity Compensation Arrangements" below for information regarding the number of Common Shares authorized for issuance pursuant to the Option Plan and the Incentive Security Plan at December 31, 2024.

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Pursuant to requirements of the Toronto Stock Exchange ("TSX") applicable to listed issuers, unallocated rights, options, or other entitlements under a security-based compensation arrangement that does not have a fixed maximum number of securities issuable thereunder must be approved by a majority of the issuer's directors and by a majority of votes cast by its securityholders every three years after institution. Shareholder approval in respect of the Plans (being, together with Options and Unit Awards granted thereunder, the only security-based compensation arrangements of the Company) is therefore subject to renewal under this requirement every three years.

The Plans were instituted on September 13, 2016, and unallocated entitlements thereunder were most recently approved by Shareholders on May 26, 2022. The current Shareholder approval in respect of the Plans will therefore expire on May 26, 2025, being the third anniversary of the last approval.

At the Meeting, management proposes to submit to the Shareholders an ordinary resolution (the "Unallocated Entitlements Resolution") to approve unallocated entitlements under the Plans and authorize further grants of Options and Unit Awards thereunder, upon and subject to the provisions thereof, as follows:

"BE IT RESOLVED AS AN ORDINARY RESOLUTION of the shareholders of Prairie Provident Resources Inc. (the "Company") that: (i) all unallocated entitlements to acquire or otherwise receive newly issued common shares of the Company pursuant to stock options granted under the Company's stock option plan and share unit awards granted under the Company's incentive security plan, respectively, as more particularly described in the Information Circular of the Company dated April 15, 2025, are approved, ratified, and confirmed; and (ii) in furtherance of the foregoing, the Company is authorized to make further grants of stock options and share unit awards under such plans, upon and subject to the provisions thereof, during the three-year period ending May 22, 2028 (being the third anniversary of this resolution)."

Passage of the Unallocated Entitlements Resolution will, in accordance with current TSX requirements, operate to renew the Shareholders' approval of the Plans and the continued grant of Options and Unit Awards thereunder for a three-year period. To be passed, the Unallocated Entitlements Resolution must be approved by a simple majority of the votes cast in respect thereof, in person or by proxy, at the Meeting.

The Board of Directors unanimously approved the unallocated entitlements under the Plans on April 14, 2025, and recommends that Shareholders vote FOR the Unallocated Entitlements Resolution.

If the Unallocated Entitlements Resolution is passed, Shareholder approval in respect of the Plans will remain in effect until the third anniversary of its passage—namely May 22, 2028, assuming that the Meeting is not postponed or adjourned to a later date. If the Unallocated Entitlements Resolution is not passed and the Shareholders do not otherwise approve unallocated entitlements under the Plans, no new Common Shares will be issuable on exercise or settlement of Options or Unit Awards granted after May 26, 2025. Any determination of the Shareholders at the Meeting with respect to unallocated entitlements will not affect outstanding Options or Unit Awards granted prior to May 26, 2025. In the event that Shareholders do not approve unallocated entitlements under the Plans, the Company may continue to grant Unit Awards to be settled through cash payment or delivery of previously-issued Common Shares acquired on the secondary market on the holder's behalf, and the Board of Directors will have to consider alternate forms of performance-based compensation, which may include additional cash bonus programs, by which to attract, motivate, and retain qualified personnel. A compensation program requiring settlement of Unit Awards otherwise than through delivery of

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new Common Shares issued from treasury, or that includes additional bonus programs, may result in higher cash costs to the Company going forward.

5. Amendments to Equity Compensation Arrangements

As noted above under "– Unallocated Entitlements under Equity Compensation Arrangements", the Option Plan and the Incentive Security Plan are "rolling plans" pursuant to which the maximum number of Common Shares issuable thereunder at any given time is not a fixed number but rather measured as a percentage of the number of Common Shares outstanding (on a non-diluted basis) at the time, with (i) the Aggregate Maximum Percentage threshold for determining the maximum number of Common Shares issuable under both Plans (together with any other security-based compensation arrangement of the Company, of which there are currently none) currently set at 8% of the total Common Shares outstanding, and (ii) the Unit Maximum Percentage threshold for determining the maximum number of Common Shares issuable under the Incentive Security Plan currently set at 3% of the total Common Shares outstanding.

The Company is proposing to amend the Plans, to (i) increase both the Aggregate Maximum Percentage threshold, from 8% to 10%, and the Unit Maximum Percentage threshold, from 3% to 5%, and also (ii) remove from each Plan the provision thereof requiring that awards thereunder to non-executive directors (together with the value of entitlements granted under any other security-based compensation arrangements of the Company) not exceed $150,000 in any calendar year, of which not more than $100,000 of value may be in the form of incentive stock options (the "Grant Restriction"). The Company believes that the additional flexibility arising from these amendments will facilitate its use of equity-based compensation that aligns with shareholder interests and limits cash compensation costs.

Pursuant to TSX requirements applicable to the Company as a listed issuer, the Plan amendments must be approved by a majority of the Company's directors and by a majority of votes cast by the Shareholders. The amendments also remain subject to TSX acceptance.

At the Meeting, and provided that the Unallocated Entitlements Resolution discussed above is passed, management proposes to submit to the Shareholders an ordinary resolution (the "Plan Amendment Resolution") to approve the foregoing amendments to the Plans, as follows:

"BE IT RESOLVED AS AN ORDINARY RESOLUTION of the shareholders of Prairie Provident Resources Inc. (the "Company") that the amendments to the Company's stock option plan and incentive security plan, respectively, described in the Information Circular of the Company dated April 15, 2025 (the "Circular"), to increase the Aggregate Maximum Percentage and the Unit Maximum Percentage (as those terms are defined in the Circular), and to remove the Grant Restriction (as that term is defined in the Circular), are approved, ratified, and confirmed."

The Board of Directors unanimously approved the Plan amendments on April 14, 2025, and recommends that Shareholders vote FOR the Plan Amendment Resolution.

If, in addition to the Unallocated Entitlements Resolution, the Plan Amendment Resolution is passed at the Meeting and the Plans are amended accordingly, then Shareholder approval in respect of the Plans will, as noted above under "– Unallocated Entitlements under Equity Compensation Arrangements", remain in effect until the third anniversary of passage (namely May 22, 2028, assuming that the Meeting is not postponed or

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adjourned to a later date) – but at the increased Aggregate Maximum Percentage threshold of 10% (versus 8% currently) and the increased Unit Maximum Percentage threshold of 5% (versus 3% currently).

Assuming that such higher Aggregate Maximum Percentage and Unit Maximum Percentage thresholds were in effect as at March 31, 2025, the maximum number of Common Shares issuable under the Plans, and the number of unallocated entitlements thereunder at that date, would increase (relative to the table appearing above under "– Unallocated Entitlements under Equity Compensation Arrangements") to the figures set out in the following pro forma table, assuming for this purpose (i) a maximum allotment of Common Shares issuable under the Incentive Security Plan equal to 5% of the number of Common Shares outstanding and (ii) a resulting allotment of Common Shares issuable under the Option Plan equal to 5% (10% less 5%) of the number of Common Shares outstanding.

PRO FORMA
Assuming an Aggregate Maximum Percentage of 10% and a Unit Maximum Percentage of 5%

	Maximum Number of Common Shares Issuable (1) (a)	Common Shares Underlying Outstanding Awards as of March 31, 2025 (2) (b)
Option Plan	70,066,735 (3)	63,975,000 (5)
(4.57% of the number of Common Shares outstanding)	6,091,735
(0.43% of the number of Common Shares outstanding)
Incentive Security Plan	70,066,735 (4)	8,690,000 (6)
(0.62% of the number of Common Shares outstanding)	61,376,735 (7)
(2.38% of the number of Common Shares outstanding)
TOTALS	140,133,470 (7)	72,665,000
(5.19% of the number of Common Shares outstanding)	67,468,470 (7)
(4.81% of the number of Common Shares outstanding)

Notes:

(1) If the Plan Amendment Resolution is passed at the Meeting and the Plans are amended accordingly, the maximum number of Common Shares available for issuance under the Plans will be 10% of the total number of Common Shares outstanding (on a non-diluted basis) at the time of grant, with Common Shares issuable under the Incentive Security Plan not to exceed 5% of the number of Common Shares then outstanding. In this case, the number of Common Shares potentially issuable pursuant to Options could therefore be as high as 10% of the total number of Common Shares outstanding if no Unit Awards are outstanding, subject to reduction (on a one-for-one basis) for every Common Share potentially issuable pursuant to outstanding Unit Awards. Assuming in this case a maximum 5% allotment of Common Shares for Unit Awards under the Incentive Security Plan, however, then not more than 5% of the number of outstanding Common Shares would be available for future issuance pursuant to Options under the Option Plan.

(3) Calculated as 5% of the 1,401,334,701 Common Shares outstanding at March 31, 2025, being the increased Aggregate Maximum Percentage less the increased Unit Maximum Percentage. Based on the stated assumptions, this number is the same as the corresponding number shown in the table above under "– Unallocated Entitlements under Equity Compensation Arrangements".

(4) Calculated as 5% of the 1,401,334,701 Common Shares outstanding at March 31, 2025, being the increased Unit Maximum Percentage.

(5) Comprised of 63,975,000 Options, pursuant to which up to 63,975,000 Common Shares are potentially issuable on exercise.

(7) This number is 28,026,694 greater than the corresponding number shown in the table above under "– Unallocated Entitlements under Equity Compensation Arrangements", the difference being equal to 2% of the 1,401,334,701 Common Shares outstanding at March 31, 2025.

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If the Unallocated Entitlements Resolution is passed at the Meeting but the Plan Amendment Resolution is not passed, then the Plans will not be amended as proposed, the Aggregate Maximum Percentage and Unit Maximum Percentage thresholds will remain at 8% and 3%, respectively, and Shareholder approval in respect of the Plans will, as noted above under "Unallocated Entitlements under Equity Compensation Arrangements", remain in effect until the third anniversary of passage (namely May 22, 2028, assuming that the Meeting is not postponed or adjourned to a later date) at the current Aggregate Maximum Percentage threshold of 8% (versus 10% as proposed) and the current Unit Maximum Percentage threshold of 3% (versus 5% as proposed).

6. Share Consolidation

As at there date of this Information Circular there are 1,401,334,701 Common Shares outstanding. The Board of Directors has determined that it is in the Company's best interests to reduce the absolute number of Common Shares outstanding through a share consolidation that results in the number of issued Common Shares outstanding at the time of implementation being proportionately changed to a lesser number, according to a ratio (the "Consolidation Ratio") between 20 and 30 pre-consolidation Common Shares ("Pre-Consolidation Shares") for every one (1) post-consolidation Common Share ("Post-Consolidation Share"), with the Board of Directors authorized to determine the Consolidation Ratio within such range and any resulting fractions rounded down to the nearest whole number (the "Share Consolidation").

The Share Consolidation, if implemented, will occur simultaneously with respect to all outstanding Common Shares, will affect all holders of Common Shares uniformly according to the same Consolidation Ratio, and will not operate to change any Shareholder's percentage ownership interest in the Company, other than such nominal difference as may result from the rounding down of fractions (which for any one Shareholder will involve nominal value) as more particularly described below.

No fractional shares shall result from the Share Consolidation. If any Shareholder would, based on application of the Consolidation Ratio to its registered holdings of Pre-Consolidation Shares, hold a fraction of a Post-Consolidation Share, the number of Post-Consolidation Shares held by such Shareholder shall be rounded down to the nearest whole number, and the fractional share interest shall be deemed cancelled without any repayment of capital or other consideration therefor.

The rounding down of fractions will result in any Shareholder holding fewer Pre-Consolidation Shares than is required to result in at least one whole Post-Consolidation Share (such minimum holding being between 20 and 30 Pre-Consolidation Shares, depending on the final Consolidation Ratio) ceasing to be a Shareholder. Based on current market prices for the Common Shares at the date of this Information Circular, a holding of 20 to 30 Pre-Consolidation Shares has a nominal value.

The Share Consolidation may also result in some Shareholders holding a non-standard trading unit of Post-Consolidation Shares (known as an 'odd lot'), which is typically more difficult to trade than a standard trading unit (known as a 'board lot'). For TSX purposes, 1,000 Common Shares is currently considered to be a board lot of Common Shares.

The Consolidation Ratio will be applied to holdings of Common Shares based on registered ownership, aggregating all Common Shares registered in the same name and rounding down fractions according to that aggregate pre-consolidation position.

Implementation of the Share Consolidation requires an amendment to the Company's articles of incorporation (the "Articles"), which must be approved by special resolution of the Shareholders, to change the issued Common Shares into a smaller number of Common Shares according to the Consolidation Ratio selected by the Board of Directors.

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Accordingly, at the Meeting, Shareholders will be asked to consider and, if deemed appropriate, pass a special resolution (the "Consolidation Resolution") approving the Share Consolidation and an amendment to the Articles giving effect thereto, and authorizing the Board of Directors to determine the Consolidation Ratio within the indicated range. The text of the Consolidation Resolution is set out below.

If the Consolidation Resolution is passed by the Shareholders and not revoked by the Board of Directors as indicated below, the Board of Directors will determine, in its sole discretion, the Consolidation Ratio to be applied, between a minimum of 20-to-1 (20 Pre-Consolidation Shares for every one Post-Consolidation Share) and a maximum of 30-to-1 (30 Pre-Consolidation Shares for every one Post-Consolidation Share). In determining the final Consolidation Ratio, the Board of Directors will consider such factors as it deems relevant, including market considerations and the advice of its advisors.

The Share Consolidation, if implemented, will reduce the number of Common Shares outstanding according to the Consolidation Ratio, but will not change the Company's authorized share capital (currently an unlimited number of Common Shares) or the rights, privileges, restriction and conditions attached to the Common Shares.

Implementation of the Share Consolidation will also result in a proportionate adjustment, according to the Conversion Ratio, to the exercise price (as applicable) and number of Common Shares issuable pursuant to the Company's outstanding share purchase warrants, broker warrants, stock options, restricted share units (RSUs) and deferred share units (DSUs).

Timing

The Share Consolidation is subject to acceptance by the TSX. If the TSX accepts notice thereof for filing, and the Consolidation Resolution is passed by the Shareholders and not revoked by the Board of Directors as indicated below, the Share Consolidation will be implemented on such date, not later than December 31, 2025, as the Board of Directors determines and is acceptable to the TSX. The Company will issue a news release to announce timing for implementing the Share Consolidation, the final Consolidation Ratio determined by the Board of Directors, and the expected timing for the Common Shares to commence trading on the TSX on a post-consolidation basis. In general, it takes 2 to 3 days after a consolidation of TSX-listed shares before the shares commence trading on a post-consolidation basis.

Share Certificates

If the Share Consolidation is implemented, a new CUSIP number will be obtained for the Post-Consolidation Shares, and registered holders of Common Shares will be required to exchange the certificates evidencing their Pre-Consolidation Shares for new certificates evidencing their corresponding Post-Consolidation Shares. In connection with implementation, registered Shareholders will be sent a letter of transmittal with instructions on how to surrender certificates representing Pre-Consolidation Shares to Alliance Trust Company, the registrar and transfer agent for the Common Shares, in exchange for certificates or direct registration system (DRS) advice statements representing the corresponding Post-Consolidation Shares. Until surrendered, certificates evidencing Pre-Consolidation Shares will be deemed for all purposes to represent the corresponding Post-Consolidation Shares.

Shareholders should not discard or destroy any certificate(s) evidencing Common Shares, and should not submit any such certificate(s) until requested to do so.

Beneficial owners of Common Shares registered in the name of a broker, financial institution, custodian, nominee or other intermediary should be aware that the intermediary's procedures for processing the Share Consolidation in respect of Pre-Consolidation Shares held for the beneficial owner's account may differ from

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those that will be established for registered Shareholders. Beneficial owners of Common Shares held through an intermediary are encouraged to contact their intermediary with any questions in that regard.

Consolidation Resolution

Following is the text of the Consolidation Resolution that management proposes to submit to the Shareholders at the Meeting:

"BE IT RESOLVED as a special resolution of the shareholders of Prairie Provident Resources Inc. (the "Company") that:

Pursuant to sections 173(1)(f) of the Business Corporations Act (Alberta) ("ABCA"), the articles of the Company be amended to change the number of issued and outstanding common shares in the capital of the Company ("Common Shares") into a lesser number of Common Shares, determined by:

(a) proportionately consolidating the issued and outstanding Common Shares held of record by each registered holder of Common Shares according to a ratio (the "Consolidation Ratio") to be determined by the directors of the Company, between a minimum of 20 pre-consolidation Common Shares, and a maximum of 30 pre-consolidation Common Shares, for every one (1) post-consolidation Common Share; and

(b) if a registered holder of Common Shares would, based on application of the Consolidation Ratio to its holding of pre-consolidation Common Shares, hold a fraction of a post-consolidation Common Share, the number of post-consolidation Common Shares held by the holder shall be rounded down to the nearest whole number, and the fractional share interest shall be deemed cancelled without any repayment of capital or other consideration therefor.

Without limiting paragraph 1 of this resolution, the directors of the Company are authorized to determine, in their sole discretion: (i) the Consolidation Ratio within the range of the minimum and maximum ratios specified therein; and (ii) the date, not later than December 31, 2025 and as is acceptable to the Toronto Stock Exchange, on which the articles of the Company be amended as contemplated hereby.
The Company is authorized to submit for filing articles of amendment in respect of the Common Share consolidation approved hereby, in the prescribed form, with the Registrar of Corporations under the ABCA, together with such other documents and records as any director or officer of the Company may determine to be necessary or desirable to give effect to the amendments.
Notwithstanding passage of this resolution by the shareholders of the Company, the directors of the Company are authorized and empowered, in their discretion, to revoke this resolution at any time before articles of amendment are sent to the Registrar of Corporations under the ABCA in respect of the Common Share consolidation approved hereby, and not proceed with the consolidation, without approval, ratification, confirmation or other action by, or prior notice to, the shareholders.
Any one director or officer of the Company is authorized and directed to do, or direct or cause to be done, all such further acts and things, and in connection therewith to

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execute and deliver all such further forms, instruments, agreements and other documents (including articles of amendment), and any amendments or supplements thereto, for and on behalf of the Company and at its expense, with or without corporate seal, as such director or officer may determine to be necessary or desirable from time to time in order to fully carry out and give effect to this resolution and the matters approved hereby, or to comply with any requirement applicable to the Company in respect thereof, such determination to be conclusively evidenced by the doing of such act or thing or the execution and delivery of such document."

To be passed, the Consolidation Resolution must be approved by a majority of not less than two-thirds (66⅔%) of the votes cast in respect thereof, in person or by proxy, at the Meeting.

The Board of Directors unanimously recommends that Shareholders vote FOR the Consolidation Resolution.

Revocation

The Consolidation Resolution, if passed by the Shareholders in the form proposed, authorizes the directors, in their discretion, to revoke the resolution and not proceed with the Share Consolidation approved thereby, at any time before articles of amendment are sent for filing under the ABCA to give effect to the Share Consolidation, without approval, ratification, confirmation or other action by, or prior notice to, the Shareholders.

7. Share Capital Amendments

The Company's authorized share capital currently consists of an unlimited number of Common Shares only. As the only class of shares that the Company is authorized to issue, the Common Shares carry the right to vote at any meeting of shareholders of the Company, the right to receive any dividend declared by the Company, and the right to receive the remaining property of the Company on dissolution (collectively, the "Existing Share Rights").

The Board of Directors has determined that it is in the Company's best interests to have the capacity to issue a class of non-voting shares in addition to the Common Shares, so as to be able to efficiently structure and execute upon future capital raising, acquisitions, or other transactions involving the issue of equity interests, which in light of then-existing circumstances either cannot practicably be effected through an issue of Common Shares alone or would preferably be effected through an issue of shares other than Common Shares, without necessarily requiring further shareholder and/or TSX approvals.

In this regard, it is proposed that the Company's authorized share capital be amended to include a class of non-voting shares ("Non-Voting Shares"), unlimited in number, which carry equivalent rights as are attached to the Common Shares except with respect to the right to vote generally at meetings of shareholders of the Company.

The additional flexibility afforded by the Company being able to issue Non-Voting Shares in addition to or instead of Common Shares is expected to facilitate more timely and effective response to potential opportunities and market conditions without necessarily incurring the cost and delay associated with further shareholder and/or TSX approvals.

Such an expansion of the Company's authorized share capital requires amendments to the Articles of the Company, which currently authorize Common Shares only, by special resolution of the Shareholders.

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Accordingly, at the Meeting, Shareholders will be asked to consider and, if deemed appropriate, pass a special resolution (the "Share Capital Resolution") approving such amendments to the Articles. The text of the Share Capital Resolution is set out below.

Creation of the Non-Voting Shares as an additional class of shares that the Company is authorized to issue, requires that the Articles set out the rights, privileges, restrictions and conditions attaching not only to the Non-Voting Shares but also those attached to the existing class of Common Shares. For the Common Shares, it is proposed that such rights, privileges, restrictions and conditions confirm the Existing Share Rights, but subject to per share equivalency with the Non-Voting Shares with respect to the right to receive dividends (if any) and the remaining property of the Company on dissolution.

If the Share Capital Resolution is passed and the proposed amendments to the Articles contemplated thereby are made effective, the Company's authorized share capital will be as set out in the Schedule of Share Capital attached as Schedule "B" to this Information Circular. The foregoing description of the proposed amendments to the Company's authorized share capital is qualified in its entirety by the full text of Schedule "B".

Insofar as the Non-Voting Shares carry substantially equivalent economic rights as the Common Shares, the effect of an issuance of Non-Voting Shares on the holders of the then-outstanding Common Shares would be consistent with the effect of an issuance of the same number of additional Common Shares, except with less dilution of voting power.

The Company does not intend to use the Non-Voting Shares as part of any "anti-takeover" strategy, and these share capital amendments are not proposed as a result of any known effort by any party to accumulate additional Common Shares or to obtain voting control of the Company.

The Company does not have any current plans to issue any Non-Voting Shares.

Share Capital Resolution

Following is the text of the Share Capital Resolution that management proposes to submit to the Shareholders at the Meeting:

"BE IT RESOLVED as a special resolution of the shareholders of Prairie Provident Resources Inc. (the "Company") that:

Pursuant to sections 173(1)(d) and 173(1)(e) of the Business Corporations Act (Alberta) ("ABCA"), the articles of the Company be amended to:

(a) fix and, as applicable, change the rights, privileges, restrictions and conditions attaching to the existing class of shares designated as "Common Shares", to be as set out in the Schedule of Share Capital contained in Schedule "B" to the Information Circular of the Company dated April 15, 2025 (the "Circular"); and

(b) create a new class of shares that the Company is authorized to issue, designated as "Non-Voting Common Shares", unlimited in number, to which are attached the rights, privileges, restrictions and conditions as set out in the Schedule of Share Capital contained in Schedule "B" to the Circular.

The Company is authorized to submit for filing articles of amendment in respect of the amendments approved hereby, in the prescribed form, with the Registrar of Corporations under the ABCA, together with such other documents and records as

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any director or officer of the Company may determine to be necessary or desirable to give effect to the amendments.

Notwithstanding passage of this resolution by the shareholders of the Company, the directors of the Company are authorized and empowered, in their discretion, to revoke this resolution at any time before articles of amendment are sent to the Registrar of Corporations under the ABCA in respect of the amendments approved hereby, and not proceed with the amendments, without approval, ratification, confirmation or other action by, or prior notice to, the shareholders.
Any one director or officer of the Company is authorized and directed to do, or direct or cause to be done, all such further acts and things, and in connection therewith to execute and deliver all such further forms, instruments, agreements and other documents (including articles of amendment), and any amendments or supplements thereto, for and on behalf of the Company and at its expense, with or without corporate seal, as such director or officer may determine to be necessary or desirable from time to time in order to fully carry out and give effect to this resolution and the matters approved hereby, or to comply with any requirement applicable to the Company in respect thereof, such determination to be conclusively evidenced by the doing of such act or thing or the execution and delivery of such document.

To be passed, the Share Capital Resolution must be approved by a majority of not less than two-thirds (66⅔%) of the votes cast in respect thereof, in person or by proxy, at the Meeting.

The Board of Directors unanimously recommends that Shareholders vote FOR the Share Capital Resolution.

Revocation

The Share Capital Resolution, if passed by the Shareholders in the form proposed, authorizes the directors, in their discretion, to revoke the resolution and not proceed with the share capital amendments approved thereby, at any time before articles of amendment are sent for filing under the ABCA to give effect to the amendments, without approval, ratification, confirmation or other action by, or prior notice to, the Shareholders.

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STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Each individual who served as an executive officer of the Company during 2024 is a "named executive officer" ("NEO") for whom compensation information is provided in this Statement of Executive Compensation. This group is comprised of the following individuals, each of whom held the office set forth opposite his or her name for some period during 2024:

Name	Office(s) held during 2024
Dale Miller (1)	Executive Chairman
Richard Greenough (2)	Interim Chief Financial Officer
Amber Wright (3)	Vice President, Operations & Engineering
Ryan Rawlyk (4)	Former President and Chief Executive Officer
David Stobbe (5)	Former Controller and Chief Financial Officer

Notes:

(1) Mr. Miller was appointed Executive Chairman on November 1, 2024.
(2) Mr. Greenough was appointed Interim Chief Financial Officer on October 15, 2024.
(3) Ms. Wright was appointed Vice President, Operations & Engineering on November 1, 2024.
(4) Mr. Rawlyk served as President and Chief Executive Officer for part of 2024, from January 1, 2024 until October 29, 2024.
(5) Mr. Stobbe served as Controller and Chief Financial Officer for part of 2024, from January 1, 2024 until July 12, 2024.

Objectives of the Compensation Program

The Company's compensation program aims to keep compensation practices consistent with strategic business and financial objectives and competitive within the oil and gas industry, with a view to attracting, motivating and retaining executive personnel with value-generating skills and expertise and encouraging behaviour and performance among key employees, including executive officers, considered to be in the Company's best interests and beneficial to its Shareholders. The Company's executive compensation practices are structured to provide each executive officer with a competitive income, to encourage and reward outstanding individual contribution to the Company, and to create meaningful incentives to remain in the Company's employment and not be unreasonably susceptible to competitor recruiting efforts. The program design and the weighting of its constituent components reflect the nature of the oil and gas industry and market conditions.

Elements of Compensation

For 2024, executive compensation was comprised of two primary components: (i) an annual base salary, which was intended to provide a fixed level of cash compensation that is competitive in the industry and enables the Company to attract, motivate and retain capable executives; and (ii) long-term equity-based compensation, which seek to correlate executive officer compensation with the creation of shareholder value, align long-term economic interests with that of Shareholders, and act as a meaningful tool for retention. Prairie Provident has also previously maintained a discretionary short-term incentive program providing for a cash bonus opportunity in the discretion of the Board of Directors. The short-term incentive program was suspended for 2024 (as well as during 2023).

In addition, NEOs are eligible to participate in medical and dental plans, group term life and accidental death and dismemberment insurance plans and short-term and long-term disability plans on the same terms and conditions as the Company's other salaried employees.

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Prairie Provident also has a group savings plan (GSP), which is an employer-maintained contributory retirement plan that seeks to encourage employees to save a portion of current compensation for post-retirement living. The GSP was suspended in 2020 as part of the Company's broader response to the challenging industry and market conditions affecting it and other Canadian oil and gas companies, and that suspension continued through 2021. The GSP was reinstated for 2022 and remained in effect through 2024. Subject to certain limitations imposed by law, the Company will match employee contributions to the GSP up to a maximum of 5% of the employee's regular base pay through payroll deductions. GSP participants may choose to invest their account balances in certain investment options within the GSP.

The Company does not maintain a pension plan for any of its officers or employees.

Compensation Determinations

In making compensation determinations for 2024, the Compensation Committee reviewed available compensation survey information, industry compensation data (including that reported by other Canadian junior oil and gas companies) and other information it considered relevant, taking into account how each element of compensation fits into overall compensation objectives and interacts with other elements.

The Compensation Committee has assessed risks related to the Company's compensation policies and practices, and concluded that they do not create risks that are reasonably likely to have a material adverse effect on the Company. All aspects of the Company's compensation programs, including base salary, benefits, annual (short-term) incentive compensation, long-term equity-based compensation and severance entitlements, have been considered in light of long-term shareholder interests.

Financial Instruments

Pursuant to Prairie Provident's Disclosure and Trading Policy, directors and executive officers of the Company are expressly prohibited from, directly or indirectly, purchasing any financial instrument or otherwise entering into any transaction that is designed to hedge or offset a decrease in the market value of the Common Shares or any other securities granted as compensation or held, directly or indirectly.

Compensation Governance and Oversight

The Compensation Committee is responsible for developing the Company's overall compensation philosophy and reviewing and approving the compensation of its executive officers. All directors serving on the Compensation Committee during 2024 were independent of Prairie Provident within the meaning of applicable securities laws – except that Dale Miller, who was appointed Executive Chairman on November 1, 2024 and as such was deemed not to be independent of the Company at such time, was (together with Kathy Turgeon and Matthew Shyba) a member of the Compensation Committee until his replacement by Glenn Hamilton on November 1, 2024. Determinations with respect to Mr. Miller's compensation were made by the full Board of Directors.

All Compensation Committee members have developed skills and experience with respect to executive compensation matters through past service as public company directors (including as compensation committee members), participating in the development of both short-term and long-term incentive plans for other entities, and active engagement with compensation consultants and advisors in designing and implementing executive compensation programs.

Performance Graph

The following graph shows the total cumulative shareholder return on a $100 investment in Common Shares compared to the cumulative total shareholder return of the S&P/TSX Capped Energy Index and the S&P/TSX Composite Index, over the five-year period ending December 31, 2024.

	Dec 31, 2019	Dec 31, 2020	Dec 31, 2021	Dec 31, 2022	Dec 31, 2023	Dec 31, 2024
Prairie Provident (TSX:PPR) (1)	100	40	240	250	140	100
S&P/TSX Composite Index	100	102	124	114	123	145
S&P/TSX Capped Energy Index	100	62	112	166	166	183

Note:
(1) Based on the closing price of the Common Shares on the TSX on the last trading day of each year during the period.

Executive compensation determinations are not directly correlated to the Company's relative share price performance. As a portion of executive pay is, though, equity-based through the grant of incentive awards under the Option Plan and Incentive Security Plan, total executive compensation is necessarily affected by changes in share price.

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Summary Compensation Table

The following table sets forth information concerning the total compensation paid during the last three financial years to the NEOs.

Name and Office(s)	Year	Salary ($)	Share-Based Awards (1) ($)	Option-Based Awards (2) ($)	Non-Equity Incentive Plan Compensation Annual Incentive Plans (3) ($)	All Other Compensation (4) ($)	Total Compensation ($)
Dale Miller (5)
Executive Chairman	2024	38,500	–	640,000	–	–	678,500
Richard Greenough (6)
Interim Chief Financial Officer	2024	–	–	–	–	143,175 (6)	143,175
Amber Wright (7)
Vice President, Operations & Engineering	2024	200,000	98,200	147,300	–	–	445,500
Ryan Rawlyk (8)
Former President and Chief Executive Officer	2024
2023
2022	220,761
261,292
235,000	–
50,400
11,475	–
63,000
58,900	–
–
117,500	91,667 (10)
–	312,428
374,692
422,875
David Stobbe (9)
Former Controller and Chief Financial Officer	2024
2023	107,579
104,500	–
36,000	–
45,000	–	19,500 (10)
–	127,079
185,500

Notes:

(1) Amounts in this column reflect the grant date fair value of restricted share units (RSUs) granted to NEOs, computed in accordance with IFRS 2, using the 1-day VWAP on the date of grant. Prairie Provident uses IFRS 2 as its methodology for computing the grant date fair value for purposes of consistency with its financial statements. In accordance with IFRS 2, the fair value of the RSUs is amortized in the financial statements over the applicable service period. Amounts shown are not adjusted for vesting restrictions.

(2) Amounts in this column reflect the grant date fair value of Options granted to NEOs, computed in accordance with IFRS 2, using the Black-Scholes option pricing model for the date of grant. Prairie Provident uses IFRS 2 as its methodology for computing the grant date fair value for purposes of consistency with its financial statements. In accordance with IFRS 2, the fair value of the Options is amortized in the financial statements over the applicable service period. Amounts shown are not adjusted for vesting restrictions.

(3) Amounts relate to annual incentive bonuses awarded in respect of the year (notwithstanding that payment may be made after year-end).

(4) The value of all perquisites received by any NEO in any financial year, including property or other personal benefits provided to the NEO that are not generally available to all employees, were not in the aggregate greater than $50,000 or 10% of the NEO's total salary for the financial year.

(5) Mr. Miller served as a non-executive director of the Company from August 23, 2023 until November 1, 2024, when he became a NEO upon his appointment as Executive Chairman. Mr. Miller's compensation as shown in this table is in respect of his service as Executive Chairman. Prior to November 1, 2024, Mr. Miller served as a non-executive director of the Company, and compensation paid to him in that capacity is shown below under “– Director Compensation”.

(6) Mr. Greenough served as a finance consultant to the Company since April 2024, and became a NEO on October 15, 2024 upon his appointment as Interim Chief Executive Officer. Mr. Greenough is not employed by the Company or any of its subsidiaries, and his compensation as shown in this table represents consulting fees (excluding GST) payable in respect of Mr. Greenough's service during 2024.

(7) Ms. Wright was appointed Vice President, Operations & Engineering on November 1, 2024, and previously served as Manager, Development & Operations. Her compensation as shown in this table is for all of 2024.

(8) Mr. Rawlyk, who first became an officer of the Company in September 2021, was appointed President and Chief Executive Officer effective January 1, 2024 and served in that capacity until October 29, 2024.

(9) Mr. Stobbe joined the Company as Controller in June 2023 and was appointed Chief Financial Officer on November 13, 2023, and served in those capacities until July 12, 2024.

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(10) Transition amounts paid or payable in connection with the NEO's departure from the Company, including amounts paid in 2025.

Equity Incentive Plan Awards

The Company makes grants of equity incentive awards under its Incentive Security Plan and Option Plan. For a description of these plans and awards thereunder, see "Equity Compensation Arrangements" below.

At December 31, 2024, the Company had outstanding: (i) 6,690,000 restricted share units (RSUs), no performance share units (PSUs) and 2,000,000 deferred share units (DSUs) granted under the Incentive Security Plan; and (ii) 64,902,418 Options granted under the Option Plan. A total of 7,260,000 RSUs and 64,390,000 Options were issued in 2024 to officers and employees. No DSUs or PSUs were granted during 2024.

RSU and Option grants made to NEOs during 2024 were as follows:

Named Executive Officer	RSUs	Options
Dale Miller (1)
Executive Chairman	-	16,000,000
Richard Greenough (2)
Interim Chief Financial Officer	-	-
Amber Wright (3)
Vice President, Operations & Engineering	2,260,000	3,390,000
Ryan Rawlyk (4)
Former President and Chief Executive Officer	-	-
David Stobbe (5)
Former Controller and Chief Financial Officer	-	-

Notes:
(1) Mr. Miller was appointed Executive Chairman on November 1, 2024.
(2) Mr. Greenough was appointed Interim Chief Financial Officer on October 15, 2024.
(3) Ms. Wright was appointed Vice President, Operations & Engineering on November 1, 2024.
(4) Mr. Rawlyk served as President and Chief Executive Officer for a part of 2024, from January 1, 2024 until October 29, 2024.
(5) Mr. Stobbe served as Controller and Chief Financial Officer for a part of 2024, from January 1, 2024 until July 12, 2024.

Restricted Share Units

Each vested RSU entitles the holder to receive, on settlement thereof, one Common Share or the cash equivalent thereof. Unless otherwise specified at the time of grant, RSUs vest as to one-third of the number granted on each of the first and second anniversaries of their grant date, and as to the final one-third on the earlier of the third anniversary and the December 15 of the third calendar year following the 'Service Year' (within the meaning of the Incentive Security Plan) for the award.

Stock Options

Each vested Option entitles the holder to purchase one Common Share at the stated exercise price. Unless otherwise specified at the time of grant, Options vest in one-third increments on each of the first, second and third anniversaries of their grant date.

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Deferred Share Units

Each DSU entitles the holder to receive, on settlement following cessation of service, one Common Share or the cash equivalent thereof. All outstanding DSUs are held by directors, and vested immediately upon grant. See "– Director Compensation".

Outstanding Equity Incentive Plan Awards at Year-End

The following table sets forth, for each NEO, information regarding equity incentive plan awards outstanding at December 31, 2024 and held by that individual.

Named Executive Officer	Share-Based Awards (1)			Option-Based Awards (2)
	Number of shares or units of shares that have not vested (#)	Market or payout value (3) of share-based awards that have not vested ($)	Market or payout value (3) of vested share-based awards not paid out or distributed ($)	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value (3) of unexercised in-the-money options ($)
Dale Miller (4)
Executive Chairman	–	–	21,791	16,000,000	0.036	Dec 27, 2029	$121,323
Richard Greenough (5)
Interim Chief Financial Officer	–	–	–	–	–	–	–
				50,000	0.28	Apr 1, 2027
Amber Wright (6)
Vice President, Operations & Engineering	2,290,000	99,804	–	37,500	0.28	Sep 19, 2025
				37,500	0.33	Sep 19, 2025	$22,748
				390,000	0.07	Apr 10, 2029
				3,000,000	0.036	Dec 27, 2029
Ryan Rawlyk (7)(9)
Former President and Chief Executive Officer	–	–	–	200,000	0.09	Sep 13, 2026
				53,334	0.28	Apr 1, 2027	–
				420,000	0.065	Dec 19, 2028
David Stobbe (8)(9)
Former Controller and Chief Financial Officer	–	–	–	–	–	–	–

Notes:

(1) Comprised of restricted share units (RSUs) subject to time-based vesting in one-third increments. Each vested RSU entitles the holder to receive, on settlement, one Common Share or the cash equivalent thereof.

(2) Comprised of Options having a 5-year term and subject to time-based vesting in one-third increments – except that the Options expiring September 19, 2025 were granted with a 3-year term and will vest only if there shall elapse 15 consecutive trading days over which the volume-weighted average trading price of the Common Shares exceeds $0.28 per share (in which case those exercisable at $0.28 per share will vest) or $0.33 per share (in which case all such Options will vest). Each vested Option is exercisable to purchase one Common Share at the applicable exercise price.

(3) Based on the market value of the Common Shares on the TSX on December 31, 2024 of $0.0436 per share, calculated as the volume weighted average trading price of the Common Shares for the 5-day period to and including December 31, 2024.

(4) Mr. Miller was appointed Executive Chairman on November 1, 2024.

(5) Mr. Greenough was appointed Interim Chief Financial Officer on October 15, 2024.

(6) Ms. Wright was appointed Vice President, Operations & Engineering on November 1, 2024.

(7) Mr. Rawlyk served as President and Chief Executive Officer for a part of 2024, from January 1, 2024 until October 29, 2024.

(8) Mr. Stobbe served as Controller and Chief Financial Officer for a part of 2024, from January 1, 2024 until July 12, 2024.

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(9) All unvested RSUs and Options held by Mr. Rawlyk and Mr. Stobbe were cancelled upon his ceasing to be an officer. Vested RSUs and Options remained outstanding and, in the case of Options, exercisable for 90 days thereafter. With respect to Mr. Rawlyk, the option-based awards disclosed in this table represent the vested Options held by him at December 31, 2024, which subsequently expired unexercised on January 27, 2025.

Value Vested or Earned During the Year

The following table sets forth, for each NEO, the value of all incentive plan awards that vested or were earned during the year ended December 31, 2024.

| Named Executive Officer | Share-Based Awards – Value vested during the year (1)
($) | Option-Based Awards – Value vested during the year (2)
($) | Non-Equity Incentive Plan Compensation – Value earned during the year
($) |
| --- | --- | --- | --- |
| Dale Miller (3)
Executive Chairman | – | – | – |
| Richard Greenough (4)
Interim Chief Financial Officer | – | – | – |
| Amber Wright (5)
Vice President, Operations & Engineering | 703 | – | – |
| Ryan Rawlyk (6)(8)
Former President and Chief Executive Officer | 13,402 | – | – |
| David Stobbe (7)(8)
Former Controller and Chief Financial Officer | 8,820 | – | – |

Notes:

(1) Amounts in this column relate to the settlement of vested RSUs, based on the volume-weighted average trading price of the Common Shares on the TSX for the 5 trading days before the settlement date.

(2) For option-based awards, the value vested during the year is calculated as the aggregate dollar value that would have been realized if all such awards that vested during the year had been exercised on the vesting date, based on the difference between the market value of the underlying securities and the exercise or base price of the option-based awards on the vesting date. No value is attributed to Options that vested during the year and have an exercise price greater than the market value of the Common Shares on the vesting date.

(3) Mr. Miller was appointed Executive Chairman on November 1, 2024.

(4) Mr. Greenough was appointed Interim Chief Financial Officer on October 15, 2024.

(5) Ms. Wright was appointed Vice President, Operations & Engineering on November 1, 2024.

(6) Mr. Rawlyk served as President and Chief Executive Officer for a part of 2024, from January 1, 2024 until October 29, 2024.

(7) Mr. Stobbe served as Controller and Chief Financial Officer for a part of 2024, from January 1, 2024 until July 12, 2024.

(8) All unvested share-based awards and option-based awards held by Mr. Rawlyk and Mr. Stobbe were cancelled upon his ceasing to be an officer. Vested share-based and option-based awards remained outstanding and, in the case of options, exercisable for 90 days thereafter.

Termination and Change of Control Benefits

The Company is not a party to any contract, agreement, plan or arrangement that provides for payments to a NEO at, following or in connection with any termination, resignation, retirement, change in control of the Company or change in a NEO's responsibilities; provided, however, that pursuant to the applicable provisions of the Option Plan and the Incentive Security Plan, the vesting and settlement of Options and Unit Awards granted thereunder may be accelerated in connection with a change of control of the Company within the meaning of such plans. See "Equity Compensation Arrangements" below.

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If the vesting and settlement of Options and Unit Awards outstanding at December 31, 2024 had been accelerated on that date in connection with a covered change of control event, the value realizable by the NEOs (based on the market value of the Common Shares on the TSX on December 31, 2024 of $0.0436 per share, calculated as the volume weighted average trading price of the Common Shares for the 5-day period to and including December 31, 2024) is as set out in the table appearing under "– Equity Incentive Plan Awards – Outstanding Equity Incentive Plan Awards at Year-End" above, in the column titled "Market or payout value of share-based awards that have not vested".

Director Compensation

The Company's cash compensation program for non-executive directors in 2024 provided for an annual base retainer fee of $40,000, plus additional fees for committee service, as follows:

$20,000 for service as Chair of the Board of Directors;
$15,000 for service as Chair of the Audit Committee;
$10,000 for service as Chair of any other committee; and
$5,000 for service as a committee member (otherwise than as Chair).

Director fees are paid quarterly.

Directors are also reimbursed for out-of-pocket expenses incurred in connection with attending meetings of the Board of Directors or committees thereof.

To the extent permitted by law, all directors are entitled to indemnification by the Company in respect of actions or proceedings to which they made a party by reason of being or having been a director.

Directors who are also executive officers of the Company do not receive additional fees for service as a director. Dale Miller, who was appointed Executive Chairman on November 1, 2024, did not receive payment of any additional fees for service as a director after that date.

The following table sets forth information concerning the total compensation provided to the non-executive directors of the Company (including Mr. Miller for the period before his appointment as Executive Chairman on November 1, 2024) during the year ended December 31, 2024.

| Name of Director | Fees Earned^{(1)}
($) | Share-Based Awards
($) | Option-Based Awards^{(2)}
($) | Total
($) |
| --- | --- | --- | --- | --- |
| Glenn Hamilton | 70,833 | – | 480,000 | 550,833 |
| Dale Miller^{(3)} | 58,333 | – | – | 58,333 |
| Matthew Shyba | 65,833 | – | 480,000 | 545,833 |
| Kathy Turgeon | 69,167 | – | 480,000 | 549,167 |
| Patrick McDonald^{(4)}
(former director) | 62,500 | – | – | 62,500 |

Notes:

(1) Amounts in this column are directors' fees paid in cash.

(2) Amounts in this column represent the grant date fair value of stock options granted to directors in 2024, computed in accordance with IFRS 2, using the Black-Scholes option pricing model for the date of grant. Prairie Provident uses IFRS 2 as its methodology for computing the grant date fair value for purposes of consistency with its financial statements. In accordance with IFRS 2, the fair value of the Options is amortized in the financial statements over the applicable service period. Amounts shown are not adjusted for vesting restrictions.

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(3) Mr. Miller served as a non-executive director from August 23, 2023 until November 1, 2024, when he was appointed Executive Chairman. Mr. Miller's compensation as shown in this table is in respect of his service as a non-executive director through October 31, 2024. His total compensation for service as Executive Chairman for the period November 1, 2024 through December 31, 2024 is shown above under “– Summary Compensation Table” above. Since his appointment as Executive Chairman, Mr. Miller does not receive any additional compensation for service as a director.

(4) Mr. McDonald served as non-executive Chairman of the Board for part of 2024, from January 1, 2024 until his retirement on October 31, 2024.

Ryan Rawlyk served as President and Chief Executive Officer and a director of the Company until October 29, 2024, and did not receive any compensation for service as a director. His total compensation as a NEO is set forth in the Summary Compensation Table above.

The following table sets forth, for each non-executive director, information regarding equity incentive plan awards outstanding and held at December 31, 2024.

Name of Director	Share-Based Awards (1)			Option-Based Awards (2)
	Number of shares or units of shares that have not vested (#)	Market or payout value (3) of share-based awards that have not vested ($)	Market or payout value (3) of vested share-based awards not paid out or distributed ($)	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value (3) of unexercised in-the-money options ($)
Glenn Hamilton	–	–	21,791	12,500,000 (4)	0.036	Dec 27, 2029	94,784
Matthew Shyba	–	–	21,791	12,500,000 (4)	0.036	Dec 27, 2029	94,784
Kathy Turgeon	–	–	21,791	12,500,000 (4)	0.036	Dec 27, 2029	94,784

Notes:
(1) Comprised of deferred share units (DSUs), which vest immediately upon grant but are subject to settlement only after the holder retires or otherwise ceases service with the Company.

(2) Comprised of Options granted on December 27, 2024, which vest as to one-third of the number granted on each of the first, second and third anniversaries of the grant date.

(4) No portion of these Options were vested at December 31, 2024 or the date of this Information Circular.

Patrick McDonald, who served as a director of the Company during 2024 until his retirement on October 31, 2024, held 1,007,567 deferred share units (DSUs) that were settled by the Company, following his retirement, through the issue of 959,204 Common Shares net of withholding taxes.

Indebtedness of Directors and Executive Officers

No director or executive officer of the Company, no person who served as such during the last financial year, no proposed nominee for election as a director of the Company and no known associate of any such person, is or was at any time since January 1, 2024 indebted to the Company or any of its subsidiaries or the beneficiary of any guarantee or similar financial assistance from the Company or any of its subsidiaries with respect to indebtedness to another entity. No current or former director, executive officer or employee of the Company is currently indebted to the Company or any of its subsidiaries.

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EQUITY COMPENSATION ARRANGEMENTS

The Company's equity compensation arrangements consist of the Option Plan and the Incentive Security Plan (together, the "Plans"). Both were adopted in September 2016 and are administered by the Compensation Committee (for this purpose, the "Administrator").

Following is an overview of the Plans as in effect on the date of this Information Circular. See "Matters to be Acted Upon at the Meeting – Amendments to Equity Compensation Arrangements" above for information regarding certain proposed amendments to the Plans which, if approved by the Shareholders and accepted by the TSX, will be made following the Meeting.

The Plans provide for a maximum number of Common Shares issuable thereunder based on a specified percentage of the number of Common Shares outstanding from time to time. Specifically, the aggregate number of Common Shares available for issuance under the Plans shall not exceed 8% of the total number of Common Shares outstanding (on a non-diluted basis) at the time of grant, with Common Shares issuable under the Incentive Security Plan not to exceed 3% of the number of Common Shares then outstanding.

The Plans are also subject to certain insider and non-executive director participation limits, pursuant to which: (i) the number of Common Shares that may be issuable to insiders of the Company at any time under all security-based compensation arrangements of the Company shall not exceed 10% of the issued and outstanding Common Shares; (ii) the number of Common Shares issued under all such arrangements to insiders of the Company during any one-year period shall not exceed 10% of the issued and outstanding Common Shares; and (iii) the aggregate value of entitlements granted under both Plans to any non-executive director of the Company, together with the value of entitlements granted to that director under any other security-based compensation arrangements of the Company, cannot exceed $150,000 in any calendar year, of which not more than $100,000 of value may be in the form of incentive stock options. These participation limits do not, however, operate to increase the aggregate maximum limit referred to above.

Common Shares underlying any Options or Unit Awards that are exercised or settled, or expire or terminate for any reason, will be available for purpose of further grants under the Option Plan or Incentive Security Plan.

Stock Option Plan

The Option Plan provides for the grant from time to time to directors, officers, employees and consultants of the Company and its subsidiaries (collectively, "Service Providers") of Options to purchase Common Shares at an exercise price determined at the time of grant. Common Shares purchasable on the exercise of Options will be new Common Shares issued by the Company from treasury.

An Option exercise price cannot be lower than the market price of a Common Share on the grant date, with market price defined as the volume-weighted average trading price for the Common Shares on the TSX (or other applicable stock exchange) for the five immediately preceding trading days on which the Common Shares traded.

The basis and schedule upon which Options shall vest and become exercisable will be determined by the Administrator at the date of grant. The maximum term to expiry is five years; provided, however, that an Option whose scheduled expiry falls within a "blackout" period applicable to the holder (or within three business days thereafter) will be automatically extended to a date that is 10 business days following the end of the blackout period.

If a holder of Options ceases to be a Service Provider, any unvested Options immediately terminate and any vested Options shall be exercisable for 90 days thereafter (subject to the outside expiry date determined at the time of grant); except that if the holder ceases to be a Service Provider because of: (i) death, then all of the

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holder's unvested Options will thereupon vest and his or her executors or other proper representatives will have 90 days within which to exercise vested Options; or (ii) permanent disability, then a part of the holder's unvested Options will vest based on the ratio of the holder's length of service following the grant date to the period between the grant date and the ordinary vesting date, and all vested Options will remain outstanding and exercisable in accordance with their terms. In the event of termination without cause, unless the Board of Directors exercises its discretion to permit continued vesting over the applicable notice period, then all unvested Options terminate.

In connection with a change of control of the Company within the meaning of the Option Plan (which includes a change in majority composition of the Board of Directors), unless the Options can practicably be continued or replaced and certain other criteria are satisfied, then all vested and unvested Options will, conditional upon completion of the change of control, be surrendered in consideration for an issue of Common Shares having a value equivalent to their in-the-money value. The Board of Directors may also permit conditional exercise of vested and unvested Options to enable holders to participate as shareholders in an approved or agreed change of control transaction, conditional upon completion thereof.

Options cannot be transferred or assigned, other than for estate settlement purposes.

The Administrator may amend or terminate the Option Plan and any issued Option without the approval of Shareholders (but subject to TSX approval if required under TSX rules), except that Shareholder approval will, in accordance with TSX rules, be required for: (i) an increase to the maximum number of Common Shares issuable pursuant to the Option Plan; (ii) a reduction in the exercise price of an Option (or cancellation of an Option with subsequent issue of a replacement Option); (iii) an extension to the term of an Option; (iv) amendments that would permit Options to be transferred or assigned otherwise than for normal estate settlement purposes; (v) additional categories of eligible Service Providers; (vi) removal or amendment to insider and non-executive director participation restrictions; (vii) removal or amendment of the amendment provisions of the Option Plan; and (viii) any other amendment for which Shareholder approval is required under TSX rules.

Incentive Security Plan

The Incentive Security Plan provides for the grant from time to time to directors, officers and employees of the Company and its subsidiaries (collectively, "Participants") of "phantom" Unit Awards in the form of restricted share units ("RSUs"), performance share units ("PSUs") and deferred share units ("DSUs").

RSUs credited to a Participant's account represent a right, upon vesting, to receive Common Shares or the cash equivalent thereof. DSUs and PSUs credited to a Participant's account similarly represent a right to receive Common Shares or the cash equivalent thereof, except that: (i) for PSUs, vesting is generally conditional upon satisfaction of such corporate or personal performance criteria as may be determined by the Administrator at the time of grant; and (ii) for DSUs, settlement is deferred until after the Participant has ceased to be a director of or employed by the Company or its subsidiaries or any affiliate (within the meaning of certain applicable Canadian federal income tax rules).

The Company may effect the settlement (or payout) of vested RSUs, PSUs and DSUs by delivering Common Shares, a cash payment based on the fair market value of the Common Shares at the time, or a combination thereof. Common Shares delivered on settlement may be new Common Shares issued by the Company from treasury, or previously-issued Common Shares acquired on the secondary market on the Participant's behalf (in which case the Company will pay the costs of acquisition).

For Incentive Security Plan purposes, a DSU is a type of RSU, but having terms and conditions that satisfy the requirements of regulation 6801(d) to the Income Tax Act (Canada) (the "Tax Act"). Unless specified otherwise, reference in this Information Circular to an RSU means an RSU that is not a DSU.

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RSUs and PSUs are granted in respect of services rendered by a Participant in a particular calendar year (the "Service Year"), and must be settled (paid out) by December 15 of the third calendar year following the Service Year (the "December Deadline") in order to meet certain rules under the Tax Act applicable to "salary deferral arrangements".

DSUs, by contrast, are meant to not settle within such a three-year window, but instead be paid out only after the holder retires or otherwise ceases service to the Company, during the period between the Participant's termination date and December 15 of the next following calendar year. DSUs do not meet the criteria under the Tax Act applicable to "salary deferral arrangements", but instead qualify under alternative provisions that are not premised on a three-year settlement window.

Unless otherwise determined by the Administrator: (i) RSUs vest as to one-third of the number granted, on each of the first and second anniversaries of grant, and as to the final one-third on the earlier of the third anniversary and the December Deadline; (ii) PSUs vest in their entirety on the earlier of the third anniversary of the grant date and the December Deadline, subject to satisfaction of the applicable performance criteria; and (iii) DSUs vest immediately upon grant, as they will ordinarily be granted in lieu of cash compensation otherwise payable to the Participant.

If a holder of Unit Awards ceases to be a Participant, any unvested Unit Awards terminate and vested Unit Awards will be settled (paid out) in accordance with their terms; except that if the holder ceases to be a Participant because of: (i) death, then unvested RSUs will thereupon vest and unvested PSUs will vest based on assumed performance at the "target" level; or (ii) permanent disability, then (A) a part of the holder's unvested RSUs will vest based on the ratio of the holder's length of service following the grant date to the period between the grant date and the ordinary vesting date, and (B) the Company will determine in due course how many unvested PSUs would have been earned based on the applicable performance criteria had the holder remained a Participant, and a part of that notional number of PSUs that would have been earned will vest based on the ratio of the holder's length of service following the grant date to the period between the grant date and the ordinary vesting date.

Unless otherwise determined by the Administrator, if the Company pays cash dividends on Common Shares, a Participant's account to which existing Unit Awards remain credited shall be credited with additional Unit Awards in such number as have a value, based on the fair market value of the Common Shares at the time, equivalent to the cash dividend amount that would have been paid on the existing Unit Awards if they were instead outstanding as Common Shares. Such additional Unit Awards would, unless otherwise determined by the Administrator, be subject to the same vesting conditions as apply to the existing Unit Awards in respect of which they are issued.

In connection with a change of control of the Company within the meaning of the Incentive Security Plan (which includes a change in majority composition of the Board of Directors), unless the Unit Awards can practically be continued or replaced and certain other criteria are satisfied, then all unvested Unit Awards will vest, and vested Unit Awards (other than DSUs) will be immediately settled (paid out).

Unit Awards cannot be transferred or assigned, other than for estate settlement purposes in the event of death.

The Administrator may amend or terminate the Incentive Security Plan and any issued Unit Award without the approval of Shareholders (but subject to TSX approval if required under TSX rules), except that Shareholder approval will, in accordance with TSX rules, be required for: (i) an increase to the maximum number of Common Shares issuable pursuant to the Incentive Security Plan; (ii) amend the determination thereunder of the fair market value of a Common Share in respect of any Unit Award; (iii) an extension to the expiry date of an Unit Award; (iv) amendments that would permit Unit Awards to be transferred or assigned otherwise than for normal estate settlement purposes; (v) additional categories of eligible Participants; (vi) removal or

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amendment to insider and non-executive director participation restrictions; (vii) removal or amendment of the amendment provisions of the Incentive Security Plan; and (viii) any other amendment for which Shareholder approval is required under TSX rules.

The Incentive Security Plan was amended in March 2017 to enable the Company to grant DSUs – as Unit Awards that are not settled until retirement and therefore likely outside of the three-year settlement window otherwise applicable to RSUs and PSUs – having terms and conditions that satisfy the requirements of regulation 6801(d) to the Tax Act. Requisite TSX approval was obtained. Shareholder approval was not required. The amendments did not increase the maximum number of Common Shares issuable pursuant to the Incentive Security Plan, and did not affect the terms of conditions of any outstanding Unit Awards.

Amendments

DSUs issued between July 1, 2019 and 2021 (of which there were 597,500 outstanding at January 1, 2024 and none outstanding at December 31, 2024) were originally issued on terms that restricted the Company from settling them through the issue and delivery of new Common Shares from treasury. In January 2024, the Board of Directors determined to amend these terms to allow for settlement of all such DSUs through an issue and delivery of new Common Shares from treasury. In doing so, the Board of Directors considered, among other things, the administrative costs and inconvenience associated with the restriction, and the relatively small number of DSUs involved. At that time, settlement of all such DSUs through an issue of new Common Shares from treasury would have resulted in the issue of such number of Common Shares as represented less than 0.1% of the total Common Shares then outstanding. All such DSUs were in fact settled during 2024. The Board of Directors was authorized to make the amendment pursuant to the amendment provisions of the Incentive Security Plan summarized above, and Shareholder approval therefor was neither required nor obtained. The amendments did not increase the maximum number of Common Shares issuable pursuant to the Incentive Security Plan.

Securities Authorized for Issuance under Equity Compensation Arrangements

The following table provides information regarding the number of Common Shares authorized for issuance pursuant to the Option Plan and the Incentive Security Plan at December 31, 2024.

Equity Compensation Arrangement (1)	Number of Securities to be Issued upon Exercise of Outstanding Options or Units	Weighted Average Exercise Price of Outstanding Options	Number of Common Shares Remaining Available for Future Issuance under the Arrangement (4)(5)
Option Plan	Up to 64,902,418 (2)	$0.04	12,928,671 (6)
(based on a maximum equal to 6.5% of the total Common Shares outstanding)
Incentive Security Plan	Up to 8,690,000 (3)	n/a	9,271,020 (6)
(based on a maximum equal to 1.5% of the total Common Shares outstanding)

Notes:

(1) The Option Plan and Incentive Security Plan were both approved by the former shareholders of Lone Pine Resources Inc. and Lone Pine Resources Canada Ltd. (together, "Lone Pine") and by the former shareholders of Arsenal Energy Inc. ("Arsenal"), in connection with the arrangement under section 193 of the Business Corporations Act (Alberta) completed on September 12, 2016, pursuant to which (i) the ownership and capital structure of Lone Pine was reorganized, with the Company becoming the parent corporation of Lone Pine and the former Lone Pine shareholders becoming shareholders of Prairie Provident, and (ii) Prairie Provident acquired all of the outstanding shares of Arsenal. In accordance with TSX requirements, all unallocated entitlements under the Option Plan and Incentive Security Plan were subsequently approved by the Shareholders at the annual and special meetings held on May 16, 2019 and May 26, 2022, respectively. The Company does not have any equity compensation arrangements not approved by shareholders.

(2) There were 64,902,418 Options outstanding under the Option Plan at December 31, 2024, at exercise prices ranging from $0.04 per share to $0.28 per share.

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(3) Comprised of 6,690,000 RSUs and 2,000,000 DSUs outstanding under the Incentive Security Plan at December 31, 2024. Each vested RSU entitles the holder to receive, on settlement, one Common Share or the cash equivalent thereof. Each DSU entitles the holder to receive, on settlement after the holder retires or otherwise ceases service with the Company, one Common Share or the cash equivalent thereof. Common Shares delivered on settlement of vested RSUs or of DSUs may be new Common Shares issued by the Company from treasury, or previously-issued Common Shares acquired on the secondary market on the holder's behalf. See "Statement of Executive Compensation– Director Compensation".

(4) The maximum number of Common Shares available for issuance under the Option Plan and the Incentive Security Plan together shall not exceed 8% of the total number of Common Shares outstanding (on a non-diluted basis) at the time of grant, with Common Shares issuable under the Incentive Security Plan not to exceed 3% of the number of Common Shares then outstanding. The number of Common Shares potentially issuable pursuant to Options can therefore be as high as 8% of the total number of Common Shares outstanding if no Unit Awards are outstanding, subject to reduction (on a one-for-one basis) for every Common Share potentially issuable pursuant to Unit Awards.

(5) Common Shares underlying any Options or Unit Awards that are exercised or settled, or expire or terminate for any reason, will be available for purpose of further grants under the Option Plan or Incentive Security Plan.

(6) These numbers assume an allotment of unissued Common Shares to the Incentive Security Plan equal to 1.5% of the total number of Common Shares outstanding, which is less than the 3% maximum, and a corresponding allotment of unissued Common Shares to the Option Plan equal to 6.5% of the total number of Common Shares outstanding. There were 1,197,401,374 Common Shares outstanding at December 31, 2024.

Burn Rate

The following table provides the annual burn rate for the Option Plan and the Incentive Security Plan, respectively, for each of the Company's three most recently completed financial years.

	Options Granted (1)	Unit Awards Granted (2)	Weighted Average Number of Common Shares Outstanding	Options Burn Rate (3)	Unit Awards Burn Rate (3)
2022	2,620,000	975,000	129.295 million	2.0%	0.8%
2023	2,760,000	5,137,500 (4)	497.283 million	0.6%	1.0%
2024	64,120,000	7,080,000	830.576 million	7.7%	0.9%

Notes:
(1) Comprised of Options that, subject to vesting in accordance with their terms, entitle the holder to purchase Common Shares at the applicable exercise price.

(2) Comprised of RSUs and DSUs that, subject to vesting in accordance with their terms, are eligible to be settled by the Company through an issue to the holder of new Common Shares from treasury.

(3) In accordance with Toronto Stock Exchange (TSX) requirements, the "burn rate" for any security-based compensation arrangement in a year is calculated by dividing the number of securities granted under the arrangement during the year, by the weighted average number of Common Shares outstanding for the year. Arrangements that do not involve the issuance or potential issuance from treasury of securities are not security-based compensation arrangements for these purposes.

(4) Comprised of 2,040,000 RSUs and 2,500,000 DSUs issued in 2023, plus 597,500 DSUs outstanding at December 31, 2023 that were originally issued on terms that restricted the Company from settling them through the issue and delivery of new Common Shares from treasury, but with respect to which such restrictions were removed in January 2024. See "Incentive Security Plan – Amendments" above. For purposes of this table, these restrictions are assumed to have been removed as of December 31, 2023.

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CORPORATE GOVERNANCE

Composition of the Board of Directors

A majority of the Board of Directors has, at all times since January 1, 2024, been independent within the meaning of applicable securities laws. In this regard, a director is considered to be independent if he or she has no direct or indirect material relationship with the Company, being a relationship that could, in the view of the Board of Directors, be reasonably expected to interfere with the exercise of the director's independent judgment – subject to certain deeming rules that deem there to be a material relationship in certain circumstances such that the affected director is deemed to not be independent.

As at the date of this Information Circular, the Board of Directors is comprised of Dale Miller (Executive Chairman), Glenn Hamilton, Matthew Shyba and Kathy Turgeon. All directors have been determined by the Board of Directors to be independent of the Company except Mr. Miller, who as Executive Chairman is an executive officer of the Company and as such is deemed to not be independent.

Patrick McDonald, who served as a director of the Company for a part of 2024 until his retirement on October 31, 2024, was also independent. Mr. McDonald had previously served as interim chief executive officer of the Company, but upon ceasing to serve in that capacity effective December 31, 2023 was considered to be independent.

Ryan Rawlyk, who served as President and Chief Executive Officer and a director of the Company from January 1, 2024 until his resignation on October 29, 2024, was deemed to not be independent by reason of being an executive officer.

Other Directorships

None of the current directors also serves as a director of another reporting issuer (or the equivalent) other than Dale Miller, who is a director of Yangarra Resources Ltd. (TSX:YGR) and Fiddlehead Resources Corp. (TSXV: FHR), and Kathy Turgeon, who is a director of Lotus Creek Exploration Inc. (TSXV:LTC).

Charters and Position Descriptions

The Board of Directors has established a charter for itself and each of the Audit Committee, the Reserves Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Environmental, Social and Governance Committee, and has developed position descriptions for the board and committee chairs and the chief executive officer. Attached as Schedule "A" is a copy of the Board of Directors charter.

Board Committees

The Board of Directors currently has five principal committees, as follows:

Audit Committee – The principal purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities regarding the integrity of the Company's financial statements and related accounting, financial reporting and audit processes, internal accounting and financial control systems and procedures, disclosure controls and procedures, the qualification and performance of the Company's independent auditors, and the Company's risk management strategies; and compliance by the Company with applicable legal requirements relating thereto.
Reserves Committee – The principal purpose of the Reserves Committee is to assist the Board of Directors in fulfilling its oversight responsibilities regarding assessment of the Company's reserves

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data, public disclosure of its reserves data and other oil and gas information, and compliance by the Company with applicable legal requirements in respect thereof.

Compensation Committee – The principal purpose of the Compensation Committee is to assist the Board of Directors in establishing and administering the Company's executive compensation program and otherwise fulfilling its responsibilities regarding executive appointment, evaluation and compensation matters.
Nominating and Corporate Governance Committee – The principal purpose of the Nominating and Corporate Governance Committee is to assist the Board of Directors in developing the Company's approach to corporate governance and adopting and implementing governance principles and guidelines for the Company, and in considering nomination, composition and compensation matters regarding the Board of Directors and its committees.
Environmental, Social and Governance Committee – The Board of Directors believes that environmental, social and governance (ESG) matters are critical to the long-term value and sustainability of the Company. The principal purpose of the ESG Committee is to assist the Board of Directors in overseeing the identification, development and implementation of strategy, goals and programs concerning ESG matters and their integration into the Company's strategy and risk management processes with a view to developing the capacity to manage ESG risks and seize opportunities, and in monitoring their effectiveness. The ESG Committee also assists the Board of Directors in reviewing and monitoring matters pertaining to the health and safety of personnel and the public, and environmental protection and remediation, in relation to conduct of the Company's business and affairs.

As more particularly outlined below, all or a majority of the members of each of the above-named committees are independent within the meaning of applicable securities laws.

The following table sets out the current membership of the various committees of the Board of Directors. The Board of Directors reconstituted its committees following the retirement of Patrick McDonald on October 31, 2024 and the appointment of Dale Miller as Executive Chairman on November 1, 2024.

Name of Director	Audit Committee	Reserves Committee	Compensation Committee	Nominating and Corporate Governance Committee	Environmental, Social and Governance Committee
Glenn Hamilton (independent)	Chair	☑	☑	Chair
Dale Miller (not independent)		Chair			☑
Matthew Shyba (independent)	☑	☑	☑	☑	Chair
Kathy Turgeon (independent)	☑		Chair	☑	☑

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Directors' Meetings

The following table sets forth the attendance record of each current director for formal meetings of the Board of Directors and its standing committees held since January 1, 2024 at a time when the individual in question was in fact a director or committee member.

| Director | Board of Directors
(6 meetings) | Audit Committee
(5 meetings) | Reserves Committee
(5 meetings) | Compensation Committee
(3 meetings) | Nominating and Corporate Governance Committee
(3 meetings) | Environmental, Social and Governance Committee
(3 meetings) |
| --- | --- | --- | --- | --- | --- | --- |
| Glenn Hamilton | 6/6 | 5/5 | 2/2 | 2/2 | 3/3 | – |
| Dale Miller | 6/6 | 5/5 | 5/5 | 1/1 | – | 3/3 |
| Matthew Shyba | 6/6 | – | 5/5 | 3/3 | 3/3 | 3/3 |
| Kathy Turgeon | 6/6 | 5/5 | – | 3/3 | 3/3 | 3/3 |

The independent directors meet in the absence of non-independent directors and members of management during or at the conclusion of each scheduled meeting of the Board of Directors, and at the conclusion of certain committee meetings.

In addition to formal meetings, management holds frequent update sessions with the directors, and consultation among the directors and with management on noteworthy matters regularly occurs outside of formal meetings and scheduled updates. Directors have ready and unfettered access to management and advisors.

Director Assessments

The effectiveness and contribution of each director and of the Board of Directors and each of its committees are subject to annual evaluation, with the Board of Directors and each committee conducting an annual self-evaluation to assess and identify opportunities to improve performance. The Nominating and Corporate Governance Committee leads the Board of Directors in its annual self-evaluation.

Orientation and Continuing Education

Orientation of new directors will be overseen by the Nominating and Corporate Governance Committee, which is responsible for arranging for and overseeing delivery to new directors of appropriate orientation regarding the role of the Board of Directors and its committees and the expected contributions of individual directors, and the nature and operation of the Company's business, including meetings with management or other employees. The Nominating and Corporate Governance Committee is also responsible for overseeing the provision of continuing education opportunities to all directors. New directors will be provided with relevant corporate documents and other reference materials concerning organizational matters and board proceedings and thoroughly briefed by management and the current directors on the Company's business and affairs. The Company does not have a formalized continuing education program at this time, and does not currently consider one to be necessary to ensure that its directors maintain the skill and knowledge necessary to meet their obligations as board members. The identification and continued nomination for election of individual directors is based in part on their principal occupations, existing industry experience and expertise, and applicability to the business and affairs of the Company, which is supplemented by management presentations and detailed periodic reporting to the directors. External roles and responsibilities, together with the ongoing reporting from and consultation with management and among the directors, facilitate the maintenance on the part of each director of the skills and knowledge necessary to discharge his responsibilities as a director of the

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Company. Orientation and continuing education matters are subject to ongoing review in light of intervening events and evolving circumstances.

Ethical Business Conduct

The Board of Directors and management of the Company encourage and promote a culture of ethical business conduct as part of their responsibility to manage, and supervise the management of, the Company's business and affairs. Internal communication and supervision regard ethical business conduct is facilitated by the fact that the Company is a relatively small organization with fewer than 30 employees apart from contractors providing field services.

The Board of Directors has adopted a written code of business conduct and ethics in support of the Company's commitment to honesty, integrity and accountability and requirement of the highest standards of professional and ethical conduct from our directors, officers, employees and consultants. Copies of the code are available electronically to Company personnel, who will be periodically required to acknowledge the provisions of the code and compliance therewith. Among other things, the code requires that violations be reported so that appropriate corrective action can be taken. Persons who fail to comply with the code will be subject to disciplinary measures, up to and including discharge from the Company.

In considering any transactions or agreements in respect of which a director or executive officer has or may have a material interest, the Board of Directors will require that the interested party declare their interest and, as applicable, abstain from voting on any decision of the directors to approve or disapprove of the transaction or agreement. The interested director or executive officer will ordinarily be required to recuse themselves from deliberations on the transaction or agreement in question, which the Board of Directors shall consider without the interested director or executive officer being present. In all circumstances, each director is required to act honestly and in good faith with a view to the Company's best interests.

Director Nominations and Management Succession

The Nominating and Corporate Governance Committee is also responsible for leading the search for and identifying individuals qualified to serve as directors of Prairie Provident, and making recommendations to the Board of Directors with respect to director candidates and nominees for election by Shareholders at each annual meeting of shareholders (or other meeting at which one or more directors will be elected) or for appointment between meetings, as applicable. In connection therewith, the Nominating and Corporate Governance Committee is to: (i) review the respective qualifications, competencies and skills of each such individual, including any competing commitments; (ii) consider the appropriate size of the Board of Directors, including with a view to facilitating effective decision-making; (iii) consider the purpose and composition requirements of each board committee; (iv) consider the competencies and skills that the Board of Directors, as a whole, should possess; (v) consider the competencies and skills of existing or incumbent directors and those that each potential new nominee will contribute to the Board of Directors; (vi) have regard to the director qualification criteria specified in the charters of the Board of Directors and its various committees and otherwise applicable to the Company under corporate or securities laws or stock exchange requirements; and (vii) have regard to the desirability that directors represent a diversity of backgrounds.

Complementing the oversight responsibility of the Nominating and Corporate Governance Committee with respect to director nominations is the responsibility of the Compensation Committee to identify and evaluate potential candidates for executive officer positions with Prairie Provident and its subsidiaries, and oversee development of the Company's management succession plans.

Director nomination and executive appointment decisions are based on merit and guided by consideration of a candidate's qualifications, skills, knowledge, expertise, education, background and character and the extent to which they complement Prairie Provident's overall objective of having a board and management team that,

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collectively, represents depth and breadth of experience and competencies in areas relevant to the Company's business and affairs.

The Board of Directors recognizes the benefits of diversity in this regard, and in particular that diversity among directors enhances the effectiveness of the Board of Directors and its overall depth and breadth of experience and competencies by, among other things, providing greater access to different perspectives and facilitating a broader exchange of ideas – and thereby better informing its decision-making. Gender diversity, in particular, is in focus as the Board of Directors and relevant committees specifically consider the representation of women.

Prairie Provident has a formal, written gender diversity policy for the identification and nomination of women directors, with a view to enhancing the diversity of the Board of Directors for the reasons set out above. The policy, which was first adopted in 2021, included a fixed target of at least one woman director being appointed or elected as soon as practicable and in any event not later than the next annual meeting of shareholders. In this regard, any search firm engaged to assist in the identification of candidates shall be instructed to include diverse candidates generally and women candidates in particular, and any maintained list of director candidates must be similarly responsive to these diversity objectives.

Apart from a two-week transitional period in 2023, the Company has had at least one woman director since late 2021. Currently, one of the 4 directors of the Company (Kathy Turgeon) is a woman director.

The Nominating and Corporate Governance Committee is responsible for annually reviewing the diversity policy and assessing its effectiveness in promoting a diverse Board of Directors, and for monitoring the Company's progress towards achieving the objectives of the policy – both in the immediate term and in light of its longer-term diversity goals.

The Board of Directors and its relevant committees also consider the diversity of the Company's executive officers and other management, and in particular the level of representation of women. Prairie Provident does not, however, currently have a defined target for women representation in executive officer positions, due in part to historical levels of gender diversity in management and within the organization. Currently, one of the Company's three executive officers (33%), and more than 50% of Prairie Provident's non-executive management and senior employee groups, respectively, are women.

The Board of Directors has not adopted director term limits, but as part of the annual performance review of the Board of Directors and its committees and in assessing director nominees, the Nominating and Corporate Governance Committee will consider the term of service of each incumbent director, the average term of service of all incumbent directors, and director turnover over the preceding three years, with a view to balancing the benefits of regular renewal against the benefits of familiarity with the Company's business and affairs, all in the context of the needs and circumstances facing the Company and the Board of Directors at the time. The Board of Directors has seen significant renewal since 2023, with a majority of current directors having joined since July 2023.

Audit Committee Information

Information regarding the Audit Committee, including its composition and relevant education and experience of its members (Glenn Hamilton, Matthew Shyba and Kathy Turgeon), is provided in the Company's annual information form dated March 31, 2025 for the year ended December 31, 2024, a copy of which is filed on SEDAR+ at www.sedarplus.ca and also available electronically from the Company's website at www.ppr.ca.

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OTHER INFORMATION

Interests of Informed Persons

Except as disclosed herein, management of the Company is not aware of any director or executive officer of Prairie Provident or other "informed person" (as that term is defined in National Instrument 51-102 – Continuous Disclosure Obligations), any proposed nominee for election as a director of the Company, or any associate or affiliate of any such person or proposed nominee, having a material interest (direct or indirect) in any transaction since January 1, 2024, or in any proposed transaction, that has materially affected or would materially affect the Company or any of its subsidiaries.

Rights Offering

On October 30, 2024, the Company completed a rights offering to then-current shareholders in connection with which an aggregate of 480,000,000 Common Shares were issued at a price of $0.025 per share for aggregate gross proceeds of $12,000,000 (the "Rights Offering"). The Company's principal shareholder, PCEP, participated in the Rights Offering, acquiring 400,000,000 Common Shares pursuant to the exercise of its basic subscription privilege thereunder and a further 15,434,906 Common Shares pursuant to a standby commitment for a total investment of $10,385,872 which, together with subscriptions under the Rights Offering by purchasers other than PCEP (including by directors of the Company), resulted in Prairie Provident realizing its $12,000,000 funding target. Each of the Company's directors also participated the Rights Offering, acquiring an aggregate of 15,001,478 Common Shares thereunder for a total investment of $375,034.

Equity Financing

The Company completed further equity financings during the first quarter of 2025 to raise $8.67 million in aggregate gross proceeds, with the first tranche of $4.8 million closing on February 19, 2025 and the second and final tranche of $3.87 million closing on March 5, 2025. The financings consisted of a private placement of 117,647,059 Common Shares at a price of $0.425 per share for gross proceeds of $5,000,000, and an offering of 86,267,672 units at a price of 0.0425 per unit for gross proceeds of $3,666,376. Each unit sold in the unit offering consisted of one Common Share plus a warrant to purchase a Common Share at a price of $0.05 per share until March 5, 2028. The Company's principal shareholder, PCEP, and each of the Company's directors participated in the financings, with (i) PCEP acquiring 112,941,176 Common Shares in the private placement plus an additional 54,508,872 Common Shares and 54,508,872 warrants in the unit offering, for a total investment of $7,116,627, and (ii) the directors acquiring 4,705,883 Common Shares in the private placement for a total investment of $200,000.

Additional Information

Additional information relating to Prairie Provident is filed under the Company's profile on SEDAR+ at www.sedarplus.ca, including financial information provided in its comparative annual financial statements and management's discussion and analysis for the year ended December 31, 2024. In addition to the SEDAR+ website, copies of such financial statements and management's discussion and analysis are also available electronically from the Company's website at www.ppr.ca or on request to the Company at Suite 1000, 500 - 4th Avenue S.W., Calgary, Alberta, T2P 2V6 (Attention: Corporate Secretary), telephone (403) 292-8000.

SCHEDULE "A"

PRAIRIE PROVIDENT RESOURCES

PRAIRIE PROVIDENT RESOURCES INC.

BOARD OF DIRECTORS CHARTER

This Charter of the Board of Directors (the "Board") of Prairie Provident Resources Inc. (the "Corporation") is adopted as of September 13, 2016 to promote the effective functioning of the Board and its committees (each, a "Committee").

This Charter, together with the charters of the various Committees constituted from time to time, provides a framework for the governance of the Corporation, with sound corporate governance policies and practices providing an essential foundation for the Board in fulfilling its oversight responsibilities in respect of the Corporation.

Role of the Board and Management

The Corporation's day-to-day business is conducted by its officers, employees and agents, under the direction of the Chief Executive Officer of the Corporation (the "CEO") and the oversight of the Board, with the objective of enhancing the long-term value of the Corporation. The Board is elected by the shareholders to oversee management of the business and affairs of the Corporation and is required by law to act in the best interests of the Corporation as a whole having due regard to the interests of the shareholders and, as applicable, other stakeholders.

Oversight Responsibility

In fulfilling its stewardship role to supervise the management of the business and affairs of the Corporation, the Board shall oversee the development of, and approve, the Corporation's goals and objectives and the strategy for their achievement, including by providing oversight and guidance on the strategic issues facing the Corporation and on the implementation of appropriate business plans to effect corporate strategy, and monitoring the Corporation's progress towards the execution of its strategy and the achievement of its goals and objectives. In furtherance of that responsibility, the Board shall consider the principal risks of the business in which the Corporation is engaged with a view to achieving a proper balance between risks incurred and the potential return, and satisfy itself that there are systems in place to monitor and manage those risks with a view to the long-term viability and interests of the Corporation.

Individual Director Responsibilities

Directors shall perform the roles and functions described in this Board Charter and the in charters of all Committees on which they serve. They must devote sufficient time and resources to carry out their responsibilities, including through attendance and active participation at Board and Committee meetings and diligent review of materials distributed in connection therewith. The Corporation shall make arrangements to facilitate director attendance and participation by telephone, electronic means or other communication

A-2

facilities that permit all participants to hear each other. In serving as Board and Committee members, directors shall comply with all applicable laws, including the ABCA and applicable securities laws.

Board Composition, Qualifications and Independence

Number of Directors. The size of the Board shall be fixed from time to time in accordance with the provisions of the Corporation's constating documents and bylaws, as in effect from time to time.

Director Independence Generally. A majority of the Board shall be individuals who are not officers or employees of the Corporation or any of its affiliates, and do not otherwise have any direct or indirect relationship with the Corporation or any of its affiliates that could, in the Board's view, be reasonably expected to interfere with the exercise of his or her independent judgment, and otherwise meet such criteria for independence as are prescribed under applicable corporate and securities laws for determining the independence of a Canadian public company's directors generally (and not, for certainty, such additional criteria as may be applicable in respect of an audit committee).

The Board shall otherwise be comprised of persons who, individually and in the aggregate, meet all applicable qualification criteria with which the Corporation is required to comply under applicable corporate and securities laws and stock exchange requirements to which the Corporation is subject, and any applicable policies of the Board from time to time. The Board will regularly review the relationships between the Corporation and each director and other relevant factors to determine whether applicable independence and other qualification criteria are met, including in advance of any proposal to nominate an incumbent director for re-election to the Board.

Independence of Committee Members. In addition to the independence requirements applicable to directors generally, the Board shall, in constituting any particular Committee and appointing the members thereof, have regard to such additional criteria for independence as may be applicable in respect of that Committee under applicable corporate and securities laws and stock exchange requirements, including in particular the additional independence standards applicable in respect of audit committees.

Nomination of Board Members. The Nominating and Corporate Governance Committee of the Board ("NCGC") shall lead the search for and identify individuals qualified to serve on the Board. The NCGC will evaluate director candidates and inquire into their backgrounds and qualifications, and make recommendations to the Board regarding director nominees to be presented for approval at shareholders' meetings or for appointment between shareholders' meetings, as applicable. Shareholders may nominate directors for election at the Corporation's annual shareholders' meeting in accordance with applicable law and the Corporation's constating documents and bylaws, as in effect from time to time.

Director Qualifications. The Corporation seeks a Board comprised of individuals that, taken together, represent depth and diversity of experience at policy-making levels in business and other areas relevant to the Corporation's business and affairs. With that in mind, the Board considers candidates diverse in background and professional and educational experience. All directors must have high personal and professional ethics and integrity and exhibit characteristics of diligence, objectivity, accountability, informed judgment, financial literacy, maturity, high performance standards and relevant knowledge and skills. Directors must be committed to representing the best interests of the Corporation.

Directors should be prepared to serve on the Board for an extended period, and must be committed to devoting the time and resources necessary to carry out their responsibilities and be sufficiently familiar with the business and affairs of the Corporation to ensure active participation in the deliberations of the Board and each Committee on which he or she serves.

A-3

Director Orientation and Continuing Education

New Board members are to be provided with a director orientation session and continuing directors are to be provided opportunities for continuing education to become more knowledgeable about areas of importance to the Corporation's business and affairs. In addition, management of the Corporation shall make appropriate personnel available to answer any questions a director may have about any aspect of the Corporation's business and affairs. Directors are free to contact the CEO at any time to discuss any aspect of the Corporation's business and affairs, and shall have unrestricted access to other officers, employees and advisors of the Corporation and its subsidiaries.

Resignation and Tenure of Service

Management directors shall offer to resign as a director (subject to acceptance by the Board) at the time of retiring or resigning from employment with the Corporation or any subsidiary thereof, as applicable. A director is also expected to offer to resign (subject to acceptance by the Board) in the event of any change in personal or professional circumstances that compromises his or her ability to effectively serve as a director of the Corporation and carry out his or her responsibilities. If an offer to resign is not accepted by the Board, then the director's tenure will continue unaffected for the remaining term. Although the Board does not consider term limits on a director's service to necessary or appropriate for the Corporation, directors cannot expect nomination for re-election after each term until retirement. The Board's self-evaluation process referred to below is an important factor in determining a Board member's tenure.

Director Compensation

Compensation and other benefits to directors shall be reviewed annually by an appropriate Committee and guided by the principles that directors be fairly compensated for the work required in light of scale and scope of the Corporation and its business and affairs, that the interests of directors be aligned with the best interests of the Corporation and that the compensation and benefits program be transparent to shareholders.

Ethics and Conflicts of Interest

The Board expects the Corporation's directors, officers and employees to act ethically at all times and to adhere to the Corporation's Code of Business Conduct and Ethics as in effect from time to time. Directors must promptly disclose to the Board and the NCGC any actual or potential conflicts of interest involving or affecting a director, and must comply with all applicable requirements of corporate and other laws in connection with the conflict. Disclosure of conflicts must be made promptly and in any event prior to any Board or Committee meeting at which transactions or other matters to which the actual or potential conflict relates are expected to be considered. Directors must recuse themselves from Board or Committee proceedings or decisions affecting their personal, business or professional interests, or otherwise as required by law.

Board Structure and Meetings

Board Leadership. The Board is led by its Chair, who shall be a director selected by resolution of the Board who is independent within the meaning of applicable corporate and securities laws and stock exchange requirements to which the Corporation is subject. The Board Chair shall preside at all Board meetings (including in camera sessions), and approve the agenda in consultation with the CEO and, as considered appropriate by the Chair, Committee chairs and other directors. Any director may request that additional items be included on the agenda for a Board meeting.

Board Meetings. The Board shall meet not less than once per fiscal quarter to (without limitation) review, receive and discuss presentations and reports by management on the Corporation's performance, business, strategic plans, opportunities and prospects, and progress towards its goals and objectives, as well as immediate issues confronting the Corporation. The Board will meet at such other times and intervals as are

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necessary to effectively supervise the management of the business and affairs of the Corporation and otherwise fulfill its responsibilities, and also hold periodic informational sessions from time to time at the instance of the Chair of the Board or the CEO to update the directors on significant developments and events.

Absent extenuating circumstances, directors are expected to attend all scheduled meetings of the Board and of Committees on which they serve, and review in advance meeting materials distributed in connection therewith.

Unless the Board determines it to be impracticable in respect of any particular meeting, the Board shall hold an in camera session without management or non-independent directors at each regular meeting of the Board.

Board Committees. The Board has established the following 4 standing Committees to assist it in discharging its responsibilities: (i) Audit Committee; (ii) Reserves Committee; (iii) Compensation Committee; and (iv) Nominating and Corporate Governance Committee. Each such Committee has its own charter. The Board may, from time to time, establish and maintain such additional Committees, or reorganize existing Committees, as it deems necessary or appropriate its discretion. Committee members are appointed by the Board and may be removed by the Board in its discretion. In appointing Committee members the Board shall designate one member as Committee chair, who shall (among other things) be responsible for reporting to the Board on the Committee's activities. Committee meetings may be held in conjunction with full Board meetings.

The membership of each Committee shall meet all applicable independence and other qualification criteria with which the Corporation is required to comply under applicable corporate and securities laws and stock exchange requirements to which the Corporation is subject, and any applicable policies of the Board from time to time.

No member of the Audit Committee may simultaneously serve on more than 2 other audit committees of public companies, unless the Board shall have determined that such simultaneous service will not impair the member's ability to effectively serve on the Audit Committee.

Unless a Committee determines otherwise, the agenda, materials and minutes for each Committee meeting shall be available to all directors, and other directors may attend a Committee meeting (provided that management directors cannot participate in any in camera session of a Committee). Any director may request that an item from a Committee meeting agenda be considered by the full Board.

A Committee's chair shall preside at all meetings of that Committee (including in camera sessions), and approve the agenda in consultation with the Board Chair, appropriate executive officers of the Corporation and, as considered appropriate by the Committee chair, other directors. Any Committee member may request that additional items be included on the agenda for a Committee meeting.

Annual Performance Evaluation. The Board and each Committee will perform an annual self-evaluation, under which each director will be asked to provide his or her assessment of the effectiveness of the Board and each Committee on which the director serves.

Access to Management and Advisors

Directors shall have unrestricted access to the management and advisors of the Corporation and its subsidiaries. The Board and its Committees have the right at any time to engage, at the Corporation's expense, independent legal counsel and such other advisers as the Board or such Committee may, in its discretion, from time to time determine to be appropriate in the performance of its responsibilities, and to determine the terms of engagement.

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Succession Planning

The Board will monitor, develop and implement succession planning for the CEO and other senior executives, based on recommendations from the appropriate Committee(s). The CEO should at all times make available his or her recommendations and evaluations of potential successors, including a review of any recommended development plans for such individuals.

Board Interaction with External Constituencies

The Board takes the position that management speaks for the Corporation. Accordingly, directors will not meet or otherwise directly communicate with shareholders, research analysts, vendors, press representatives or other external constituencies on behalf of the Corporation unless the communication (i) is requested by the Chair, the CEO or the Board, (ii) is necessary in the performance of responsibilities hereunder or the applicable Committee charter, or (iii) occurs during the course of a Board or Committee meeting in which shareholder observers are participating.

A majority of the independent directors shall approve the Corporation's process for collecting and organizing shareholder communications to the Board.

Reporting of Concerns and Other Communications with the Board

Any complaint, concern or other communication from an interested person regarding (i) accounting, auditing, internal control or financial reporting matters, or legal or regulatory compliance at the Corporation, should be directed to the Chair of the Audit Committee, or (ii) any other matter concerning the Corporation, should be directed to the Chair, in either case in care of the Corporate Secretary of the Corporation, at the Corporation's principal office in Calgary, Alberta.

Majority Voting Policy

The Board shall adopt a majority voting policy pursuant to which any director nominated for election at a shareholders' meeting involving an uncontested election must tender to the Board his or her resignation if not elected by a majority of votes cast in respect of his or her election. The policy shall apply to incumbent and new directors, and a director must offer to resign in the circumstances and as otherwise provided in the policy.

SCHEDULE "B"

SCHEDULE OF SHARE CAPITAL

The Corporation is authorized to issue:

(a) one class of shares, designated as “Common Shares”, in an unlimited number; and
(b) one class of shares, designated as “Non-Voting Common Shares”, in an unlimited number;

such shares having attached thereto the following rights, privileges, restrictions and conditions:

Common Shares

The Common Shares, shall have attached thereto the following rights, privileges, restrictions and conditions:

(i) the right to vote at all meetings of shareholders of the Corporation (except meetings at which only holders of a different class of shares are entitled to vote);
(ii) the right to receive any dividend declared by the Corporation; provided that the Corporation shall not declare any dividend on the Common Shares unless an equivalent dividend per share is declared on the Non-Voting Common Shares; and
(iii) the right to receive the remaining property of the Corporation upon dissolution, rateably (on a per share basis) with holders of the Non-Voting Common Shares.

Non-Voting Common Shares

The Non-Voting Common Shares shall have attached thereto the following rights, privileges, restrictions and conditions:

(i) the right to receive any dividend declared by the Corporation; provided that the Corporation shall not declare any dividend on the Non-Voting Common Shares unless an equivalent dividend per share is declared on the Common Shares; and
(ii) the right to receive the remaining property of the Corporation upon dissolution, rateably (on a per share basis) with holders of the Common Shares.

Except as required pursuant to the Business Corporations Act (Alberta), holders of Non-Voting Common Shares shall not be entitled to receive notice of or to attend any meeting of shareholders of the Corporation and shall not be entitled to vote at any such meeting.

AI assistant

Prairie Provident Resources Inc. — Proxy Solicitation & Information Statement 2025

47375_rns_2025-04-17_bf129096-7977-44aa-8a5e-ab276231296e.pdf

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

INFORMATION CIRCULAR

SOLICITATION OF PROXIES BY MANAGEMENT

APPOINTMENT AND REVOCATION OF PROXIES

NOTICE TO BENEFICIAL HOLDERS OF COMMON SHARES

VOTING OF PROXIES

NOTICE-AND-ACCESS

VOTING SHARES, PRINCIPAL HOLDERS AND QUORUM

MATTERS TO BE ACTED UPON AT THE MEETING

1. Annual Financial Statements

2. Election of Directors

Director Nominees

4. Unallocated Entitlements under Equity Compensation Arrangements

5. Amendments to Equity Compensation Arrangements

6. Share Consolidation

Timing

Share Certificates

Consolidation Resolution

Revocation

7. Share Capital Amendments

Share Capital Resolution

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Notes:

Objectives of the Compensation Program

Elements of Compensation

Compensation Determinations

Financial Instruments

Compensation Governance and Oversight

Performance Graph

Summary Compensation Table

Notes:

Equity Incentive Plan Awards

Restricted Share Units

Stock Options

Deferred Share Units

Outstanding Equity Incentive Plan Awards at Year-End

Value Vested or Earned During the Year

Termination and Change of Control Benefits

Director Compensation

Indebtedness of Directors and Executive Officers

EQUITY COMPENSATION ARRANGEMENTS

Stock Option Plan

Incentive Security Plan

Amendments

Securities Authorized for Issuance under Equity Compensation Arrangements

Notes:

Burn Rate

CORPORATE GOVERNANCE

Composition of the Board of Directors

Other Directorships

Charters and Position Descriptions

Board Committees

Directors' Meetings

Director Assessments

Orientation and Continuing Education

Ethical Business Conduct

Director Nominations and Management Succession

Audit Committee Information

OTHER INFORMATION

Interests of Informed Persons

Rights Offering

Equity Financing

Additional Information

BOARD OF DIRECTORS CHARTER

Role of the Board and Management

Oversight Responsibility

Individual Director Responsibilities

Board Composition, Qualifications and Independence

Director Orientation and Continuing Education

Resignation and Tenure of Service

Director Compensation

Ethics and Conflicts of Interest

Board Structure and Meetings

Access to Management and Advisors

Succession Planning

Board Interaction with External Constituencies

Prairie Provident Resources Inc. Proxy Solicitation & Information Statement 2025