Stampede Drilling Inc.

==> picture [190 x 142] intentionally omitted <==

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON

May 17, 2022

MANAGEMENT INFORMATION CIRCULAR

April 13, 2022

31566756.2

==> picture [122 x 92] intentionally omitted <==

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting (the " Meeting ") of holders (the " Shareholders ") of common shares (" Common Shares ") of STAMPEDE DRILLING INC. (the " Corporation ") will be held in the McMurray Room of the Calgary Petroleum Club, 319 – 5[th] Avenue SW, Calgary, Alberta on Tuesday, May 17, 2022 at 10:00 a.m. (Calgary time) for the following purposes:

to receive the financial statements of the Corporation for the financial year ended December 31, 2021 together with the auditors' report thereon;
to fix the number of directors to be elected at the meeting at six (6);
to elect directors of the Corporation;
to appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, of Calgary, Alberta, as auditors of the Corporation and to authorize the directors to fix the remuneration of the auditors;
to consider and, if thought advisable, to pass an ordinary resolution approving the Corporation's incentive stock option plan (the " Option Plan "), which provides that the maximum number of Common Shares that may be reserved for issuance under the Option Plan from time to time shall not exceed 10% of the aggregate number of Common Shares issued and outstanding from time to time; and
to transact such further or other business as may properly come before the Meeting or any adjournments thereof.

The specific details of the matters the Corporation intends to put before Shareholders at the Meeting are contained in the accompanying management information circular dated April 13, 2022 (the " Circular "). Shareholders are directed to read the Circular carefully in evaluating the matters for consideration at the Meeting.

The Corporation currently intends to hold the Meeting in person. However, in view of the evolving public health environment related to the COVID-19 virus, the Corporation asks that, in considering whether to attend the Meeting in person, Shareholders consider the advice of the Public Health Agency of Canada (PHAC) (www.canada.ca/en/public-health.html) and Alberta Health Services (www.albertahealthservices.ca). Access to the Meeting may be limited to essential personnel and registered Shareholders and proxyholders entitled to attend and vote at the Meeting. The Corporation strongly encourages Shareholders and proxyholders not to attend the meeting in person if they are experiencing any of the described COVID-19 symptoms. As always, the Corporation encourages Shareholders to vote their Common Shares prior to the Meeting following the instructions set out in the form of proxy or voting instruction form received by such Shareholders.

The Corporation may take additional precautionary measures in relation to the Meeting in response to further developments related to the COVID-19 virus . In the event it is not possible or advisable to hold the Meeting in person, the Corporation will announce alternative arrangements for the Meeting as promptly as practicable, which may include holding the Meeting entirely by electronic means, telephone or other communication facilities.

31566756.2

All Shareholders of record as of April 11, 2022, are entitled to vote their Common Shares at the Meeting, or at any adjournment thereof, either in person or by proxy.

SHAREHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ACCOMPANYING FORM OF PROXY IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED THEREIN AND IN THE CIRCULAR AND RETURN IT IN THE ENVELOPE PROVIDED FOR THAT PURPOSE.

Registered Shareholders are requested to deposit their duly executed form of proxy with the Corporation's registrar and transfer agent, Computershare Trust Company of Canada, by mail at 100 University Avenue, 8[th] Floor, North Tower, Toronto, Ontario M5J 2Y1 Attn: Proxy Department, by fax to 1-866-249-7775 or by voting online in accordance with the instructions on the form of proxy no later than 10:00 a.m. (Calgary time) on May 13, 2022 or not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the Meeting or any adjournment thereof at which the proxy is to be used, or deliver it to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof, prior to the time of voting.

The instrument appointing a proxy shall be in writing and shall be executed by the Shareholder or the Shareholder's attorney authorized in writing or, if the Shareholder is a company, by an officer or duly authorized attorney thereof.

THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY ARE DIRECTORS AND/OR OFFICERS OF THE CORPORATION. EACH SHAREHOLDER HAS THE RIGHT TO APPOINT A PROXYHOLDER OTHER THAN SUCH PERSONS, WHO NEED NOT BE A SHAREHOLDER, TO ATTEND AND TO ACT FOR SUCH SHAREHOLDER AND ON SUCH SHAREHOLDER'S BEHALF AT THE MEETING. TO EXERCISE SUCH RIGHT, THE NAME OF THE SHAREHOLDER'S APPOINTEE SHOULD BE LEGIBLY PRINTED IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY.

DATED April 13, 2022.

By Order of the Board of Directors

" Lyle Whitmarsh "

Lyle Whitmarsh President and Chief Executive Officer

31566756.2

MANAGEMENT INFORMATION CIRCULAR

This management information circular (this "Circular") is furnished in connection with the solicitation of proxies by management of Stampede Drilling Inc. (the "Corporation") for use at the annual and special meeting of holders (the "Shareholders") of common shares ("Common Shares") of the Corporation (the "Meeting") to be held in the McMurray Room of the Calgary Petroleum Club, 319 – 5[th] Avenue SW, Calgary, Alberta, on Tuesday, May 17, 2022 at 10:00 a.m. (Calgary time) for the purposes set forth in the accompanying notice of the Meeting (the "Notice of Meeting") . References in this Circular to the Meeting include any adjournment thereof. It is expected that the solicitation of proxies will be primarily by mail; however, proxies may also be solicited personally by employees of the Corporation by other means, including telephone and electronic means, at nominal cost. The cost of solicitation by management will be borne by the Corporation. The information contained herein is given as of April 13, 2022, unless indicated otherwise.

The Corporation may pay the reasonable costs incurred by persons who are the registered but not beneficial owners of Common Shares (such as brokers, dealers, other registrants under applicable securities laws, nominees and/or custodians) in sending or delivering copies of the Notice of Meeting, this Circular and the form of proxy (collectively, the " Meeting Materials ") to the beneficial owners of such Common Shares. The Corporation will provide, without cost to such persons, upon request to the Corporate Secretary of the Corporation, additional copies of the Meeting Materials required for this purpose.

See " Notice-And-Access " below.

Advice to Beneficial Holders of Common Shares

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who do not hold Common Shares in their own name (each, a " Beneficial Shareholder ") should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares as at the Record Date (as defined herein) can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker then, in almost all cases, those Common Shares will not be registered in the Shareholder's name in the records of the Corporation. Such Common Shares will more likely be registered either: (i) in the name of a nominee such as an intermediary (an " Intermediary ") with whom the Beneficial Shareholder deals in respect of the Common Shares (an Intermediary includes, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc., a subsidiary of The Canadian Depository for Securities Limited) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer , the Corporation will have distributed copies of the Meeting Materials to the

31566756.2

clearing agencies and Intermediaries for onward distribution to Beneficial Shareholders. Common Shares held by Intermediaries can only be voted upon the instructions of the Beneficial Shareholder. Without specific instructions, Intermediaries are prohibited from voting Common Shares for the Beneficial Shareholders. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person.

Applicable regulatory rules require Intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every Intermediary has its own mailing procedure and provides its own return instructions (the " Voting Instruction Form ") to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often, the Voting Instruction Form supplied to a Beneficial Shareholder by the Intermediary is identical to the form of proxy provided to registered Shareholders. However, its purpose is limited to instructing the registered Shareholder how to vote on behalf of the Beneficial Shareholder. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (" Broadridge "). Broadridge typically applies a special sticker to the Voting Instruction Forms, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the Voting Instruction Forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder receiving a Voting Instruction Form with a Broadridge sticker on it cannot use that Voting Instruction Form to vote Common Shares directly at the Meeting. The Voting Instruction Form must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted at the Meeting .

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of an Intermediary, a Beneficial Shareholder may attend the Meeting as proxy holder for the registered Shareholder and vote the Common Shares in that capacity. A Beneficial Shareholder who wishes to attend the Meeting and indirectly vote his, her or its Common Shares as proxy holder for the registered Shareholder, should enter his, her or its own name in the blank space on the Voting Instruction Form provided to it and return the same to its Intermediary in accordance with the Voting Instruction Form well in advance of the Meeting. If a Beneficial Shareholder has voted by mail and would like to change its vote, the Beneficial Shareholder should contact its nominee to discuss whether this is possible and what procedures the Beneficial Shareholder should follow.

In view of the evolving public health environment related to the COVID-19 virus, the Corporation asks that, in considering whether to attend the Meeting in person, Shareholders consider the advice of the Public Health Agency of Canada (PHAC) (www.canada.ca/en/public-health.html) and Alberta Health Services (www.albertahealthservices.ca). Access to the Meeting may be limited to essential personnel and registered Shareholders and proxyholders entitled to attend and vote at the Meeting. The Corporation strongly encourages Shareholders and proxyholders not to attend the meeting in person if they are experiencing any of the described COVID-19 symptoms. As always, the Corporation encourages Shareholders to vote their Common Shares prior to the Meeting following the instructions set out in the form of proxy or voting instruction form received by such Shareholders.

Appointment and Revocation of Proxies

The persons named in the enclosed form of proxy are directors and/or officers of the Corporation and will represent management of the Corporation at the Meeting. A Shareholder desiring to appoint some other person, who need not be a Shareholder, to represent him, her or it at the Meeting, may do so by inserting such person's name in the blank space provided in the enclosed form of proxy or by completing another proper form of proxy and, in either case, depositing the completed form of proxy at the office of the Corporation's registrar and transfer agent indicated on the enclosed envelope not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the Meeting or any adjournment thereof at which the proxy is to be used. A form of proxy should be executed by a Shareholder or his or her attorney duly authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer or attorney thereof.

A Shareholder forwarding the enclosed form of proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space. If the Shareholder giving the form of proxy wishes to confer a discretionary authority with respect to any item of business then the space opposite the item must

31566756.2

be left blank. The Common Shares represented by the form of proxy submitted by a Shareholder will be voted or withheld from voting in accordance with the directions, if any, given in the form of proxy.

A Shareholder who has given a form of proxy has the power to revoke it as to any matter on which a vote has not already been cast pursuant to the authority conferred by such form of proxy and may do so:

by delivering another properly executed form of proxy bearing a later date and depositing it as described above;
by depositing an instrument in writing revoking the form of proxy executed by him, her or it with, or by transmitting by telephonic or electronic means, a revocation bearing a reliable electronic signature to:
(a) the Corporation at Suite 2200, Bow Valley Square IV, 250 – 6[th] Avenue SW, Calgary, Alberta T2P 3H7 at any time prior to the close of business on the last business day preceding the day of the Meeting, or any adjournment thereof, at which the form of proxy is to be used; or
(b) the Chairman of the Meeting on the day of the Meeting or any adjournment thereof, prior to the commencement of the Meeting or any adjournment thereof, as applicable; or
in any other manner permitted by law.

Only a registered Shareholder of the Corporation has the right to revoke a form of proxy. A Beneficial Shareholder who wishes to change his, her or its vote must arrange for the Intermediary to revoke the Voting Instruction Form on his, her or its behalf in accordance with the instructions of such Intermediary set out in the Voting Instruction Form.

A revocation of a form of proxy does not affect any matter on which a vote has been taken prior to the revocation.

Exercise of Discretion by Proxies

The Common Shares represented by proxies in favour of management nominees will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and, if the Shareholder specifies a choice with respect to any matter to be acted upon at the Meeting, the Common Shares represented by the proxy shall be voted accordingly. In the absence of direction, the Common Shares will be voted in favour of each of the matters put before Shareholders by management of the Corporation at the Meeting. The enclosed form of proxy also confers discretionary authority upon the persons named therein to vote with respect to any amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting (or any adjournments thereof) in such manner as such nominee in his, her or its judgment may determine. As at the date of this Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

Notice-And-Access

The Corporation is not using "notice-and-access" to send its proxy-related materials to Shareholders, and paper copies of such materials will be sent to all Shareholders. The Corporation will not send proxy-related materials directly to non-objecting Beneficial Shareholders and such materials will be delivered to non-objecting Beneficial Shareholders through their Intermediary. The Corporation intends to pay for an Intermediary to deliver to objecting Beneficial Shareholders the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary of National Instrument 54-101.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The authorized capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in series. As at the date hereof, 132,171,205 Common Shares and no preferred shares are issued and outstanding. Each Common Share entitles the holder thereof to one vote in respect of each matter to be voted upon at a meeting of Shareholders.

31566756.2

The Corporation has fixed April 11, 2022 as the record date (the " Record Date ") for the purpose of determining Shareholders entitled to receive the Notice of Meeting and to vote at the Meeting. Shareholders of record at the close of business on the Record Date are entitled to such notice and to vote at the Meeting. A quorum for the transaction of business at the Meeting will be present if not less than two (2) Shareholders representing not less than 5% of the Common Shares are present in person or by proxy.

Persons who are transferees of any Common Shares acquired after the Record Date and who have produced properly endorsed certificates evidencing such ownership or who otherwise establish to the satisfaction of the Corporation ownership thereof and demand, not later than ten (10) days before the Meeting, or such other time as is acceptable to the Corporation, that their names be included in the list of Shareholders, are entitled to vote at the Meeting.

To the knowledge of the directors and executive officers of the Corporation, as of the date hereof no person or corporation beneficially owns, or controls or directs, directly or indirectly, voting securities of the Corporation carrying 10% or more of the voting rights attached to all of the outstanding voting securities of the Corporation other than as set forth below.

Name SaskWorks Venture Fund Inc.(1)(2)	Number of Common Shares 20,919,174	Percentage of Class
		15.83%

Notes:

(1) Based upon information publicly available to the Corporation.

(2) Includes 1,581,451 Common Shares held by Apex 1 Investment Fund Limited Partnership, a private investment fund under common management control with SaskWorks Venture Fund Inc.

PARTICULARS OF MATTERS TO BE ACTED UPON

Financial Statements

Pursuant to the Business Corporations Act (Alberta) (the " ABCA "), the board of directors (the " Board ") of the Corporation will place before Shareholders at the Meeting the audited consolidated financial statements of the Corporation for the year ended December 31, 2021 and the auditor's report thereon, accompanying this Circular. Shareholder approval is not required in relation to the audited financial statements.

Fixing the number of Directors of the Corporation

It is proposed that the number of directors to be elected at the Meeting to hold office until the next annual meeting or until their successors are elected or appointed, subject to the articles and by-laws of the Corporation, be set at six (6). There are presently six (6) directors of the Corporation, each of whom will retire from office at the Meeting. It is the intention of the persons named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, to vote such proxies FOR setting the number of directors to be elected at the Meeting at six (6).

Election of Directors

At the Meeting, Shareholders will be asked to elect six (6) directors to the Board to hold office until the next annual general meeting or until their successors are elected or appointed. It is the intention of the persons named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, to vote such proxies FOR the election of each of the director nominees (each, a "Nominee") whose names are set forth below. Each Nominee elected will hold office until the close of business of the next annual meeting of Shareholders following their election unless their office is earlier vacated in accordance with the Corporation's by-laws and the ABCA.

The enclosed form of proxy permits Shareholders to vote individually " FOR " or to " WITHHOLD " their vote in respect of each Nominee. The following table and notes thereto provide the names and province and country of residence of each Nominee, all positions and offices in the Corporation held by each of them, the principal occupation or employment of each Nominee for the previous five (5) years, the year in which each was first elected or appointed a director of the Corporation and the number of Common Shares that each such Nominee beneficially

31566756.2

owns, controls or directs, directly or indirectly. The information as to Common Shares beneficially owned, controlled or directed, directly or indirectly, is based upon information furnished to the Corporation by the Nominees as of April 13, 2022.

Name, Residence and Position with the Corporation	Present Principal Occupation, Business or Employment for the Previous Five Years	Date Since Served as a Director	Number of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly
Thane Russell Alberta, Canada Chairman(1)(2)	President of Absolute Energy Limited, a private engineering, design and manufacturing company, since April 2017; prior thereto, Vice President, Business Development and Technology of Absolute Completion Technologies Ltd. since 2002	June 16, 2015	1,458,081
Lyle Whitmarsh Alberta, Canada Director, President and Chief Executive Officer(3)	President, Chief Executive Officer and a director of Stampede since January 23, 2018; prior thereto, President of the Rig Division of Stampede from August 15, 2017 to January 23, 2018; prior thereto, President of Savanna Energy Services Corp. from June 2017 until August 2017; prior thereto, Chief Executive Officer of Trinidad Drilling Ltd. from 2008 until March 2017	January 23, 2018	4,020,000
Elson McDougald Alberta, Canada Director(3)	Independent businessman since August 2015; prior thereto, Executive Chairman of CanElson Drilling Inc. from December 2010 to August 2015	August 15, 2017	3,806,500
Murray Hinz Alberta, Canada Director(1)	Sr VP Finance & Administration of Parvus Therapeutics Inc. since April 2017 and President of Marazul Consulting Inc. since January 2007; prior thereto, Advisor to Senior Executives of CanElson Drilling Inc. from August 2013 to March 2015	April 7, 2021	79,900
Terrance J. Owen Alberta, Canada Director(2)	Chairman of Hammerstone Infrastructure Materials Ltd., a private aggregate material supply company which is part of the Brookfield Asset Management group of companies, since August 2020; prior thereto, Chairman, and Chief Executive Officer of Hammerstone Infrastructure Materials Ltd. since February 2009	September 15, 2011	530,000
Diane Brickner, CIP, ICD.D Alberta, Canada Director(1)(2)	Corporate Director presently at Peace Hills Insurance (since 1990), The Alberta Lawyers Indemnity Association (since 2016), and the Alberta Treasury Branch (since 2019).	Not applicable	-

Notes:

(1) Member of the Audit Committee. Murray Hinz is the Chair of the Audit Committee. As at the date of this Circular, Mr. Andrade is a member of the Audit Committee. Mr. Andrade will not be standing for re-election at the Meeting. If elected, it is anticipated that Mrs. Brickner will join the Audit Committee.

31566756.2

(2) Member of the Governance and Compensation Committee. As at the date of this Circular, Mr. Andrade is the Chair of the Governance and Compensation Committee. Mr. Andrade will not be standing for re-election at the Meeting. If elected, it is anticipated that Mrs. Brickner will join the Governance and Compensation Committee.
(3) Member of the Health, Safety and Environment Committee. Elson J. McDougald is the Chair of the Health, Safety and Environment Committee.

Advance Notice By-law

The Corporation has adopted an advance notice by-law regarding advance notice of nominations of directors of the Corporation (the " Advance Notice By-law "). The Advance Notice By-law provides that advance notice to the Corporation must be made in circumstances where nominations of persons for election to the Board are made by Shareholders other than pursuant to: (a) a "proposal" made in accordance with the ABCA; or (b) a requisition of a meeting made pursuant to the ABCA.

The Advance Notice By-law fixes a deadline by which Shareholders must submit director nominations to the Corporate Secretary of the Corporation prior to any annual or special meeting of Shareholders and outlines the specific information that a nominating Shareholder must include in the written notice to the Corporate Secretary of the Corporation for an effective nomination to occur. No person nominated by a Shareholder will be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of the Advance Notice By-law.

In the case of an annual meeting of Shareholders, notice to the Corporate Secretary of the Corporation must be made not less than 30 days and not more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the 10[th] day following such public announcement. In the case of a special meeting of Shareholders (which is not also an annual meeting), notice to the Corporation must be made not later than the 15[th] day following the day on which the first public announcement of the date of the special meeting was made.

The Board may, in its sole discretion, waive any requirement of the Advance Notice By-law.

A copy of the Advance Notice By-law is available on SEDAR at www.sedar.com.

Corporate Cease Trade Orders or Bankruptcies

Other than as disclosed below, no Nominee is as at the date hereof, or has been, within ten (10) years of the date hereof, a director or chief executive officer or chief financial officer (or any executive officer, for the purpose of subsection (iii)) of any company, including the Corporation, that: (i) while that person was acting in that capacity, was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days (an " order "); (ii) after that person ceased to act in that capacity, was the subject of an order that resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer; or (iii) is or has, within ten (10) years before the date of this Circular become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets, while that person was acting in that capacity or within a year of that person ceasing to act in that position.

No Nominee has, within the ten (10) years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceeding, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Penalties or Sanctions

No Nominee has been subject to: (i) 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, or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a Nominee.

31566756.2

Appointment of Auditors

It is proposed that PricewaterhouseCoopers LLP, the auditors of the Corporation since inception on January 7, 2011, be appointed as auditors of the Corporation at the Meeting. In order to be passed, the resolution must be approved by a simple majority of the votes cast by Shareholders who vote in respect of such resolution, in person or by proxy, at the Meeting. It is the intention of the persons named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, to vote such proxies FOR the appointment of PricewaterhouseCoopers LLP as the auditors of the Corporation to hold office until the next annual meeting of Shareholders, at a remuneration to be fixed by the directors.

Approval of Option Plan

The Corporation has a rolling incentive stock option plan (the " Option Plan ") which provides that a maximum percentage of 10% of the issued and outstanding Common Shares may be reserved for the issuance of stock options (the " Options "). Pursuant to the policies of the TSX Venture Exchange (the " TSXV "), a rolling stock option plan, such as the Option Plan, requires shareholder approval annually. The Option Plan was last approved by Shareholders at the annual and special meeting of Shareholders held on May 18, 2021.

For a description of the other terms of the Option Plan, see " Statement of Executive Compensation – Compensation Discussion & Analysis – Components of Compensation – Long-Term Incentives " and " Statement of Executive Compensation – Incentive Plan Awards – Option Plan ". The Option Plan is attached as Schedule B to this Circular.

It is the intention of the persons named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, to vote such proxies FOR the approval of the Option Plan. In order to be passed, the resolution must be approved by a simple majority of the votes cast by Shareholders who vote in respect of such resolution, in person or by proxy, at the Meeting.

At the Meeting, Shareholders will be asked to consider and, if thought advisable, to pass the following ordinary resolution to approve the Option Plan:

" BE IT HEREBY RESOLVED AS AN ORDINARY RESOLUTION THAT:

(1) the stock option plan of Stampede Drilling Inc. (the " Corporation "), in the form attached as Schedule B to the management information circular of the Corporation dated April 13, 2022, is hereby authorized and approved; and

(2) any one director or officer of the Corporation is hereby authorized and directed to execute and deliver all such deeds, documents, instruments and assurances and to do all such acts and things as such person may deem necessary or desirable to give effect to the foregoing."

General

Management knows of no other matters to come before the Meeting other than the matters referred to in the notice of the Meeting. HOWEVER, IF ANY OTHER MATTERS WHICH ARE NOT NOW KNOWN TO MANAGEMENT SHOULD PROPERLY COME BEFORE THE MEETING, THE PROXY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSON OR PERSONS VOTING THE PROXY.

31566756.2

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

The purpose of this Compensation Discussion and Analysis is to provide information about the Corporation's philosophy, objectives and processes regarding executive compensation. This disclosure is intended to communicate the compensation provided to the Corporation's President and Chief Executive Officer (the " CEO "), the Chief Financial Officer (the " CFO ") and Corporate Secretary, the other most highly compensated executive officer of the Corporation (other than the President and CEO and the CFO and Corporate Secretary) whose individual total compensation was more than $150,000 for any financial year (collectively the " Named Executive Officers " or " NEOs ") and the directors of the Corporation. As at December 31, 2021, the Corporation's NEOs consisted of: (i) Lyle Whitmarsh – President and CEO; (ii) Jeff Schab – CFO and Corporate Secretary; and (iii) Terry Kuiper – Chief Operating Officer, Canada (" COO ").

Governance and Compensation Committee

In order to assist the Board in fulfilling its oversight responsibilities regarding human resource and compensation matters, the Board has established the Governance and Compensation Committee, whose mandate includes the review and setting of executive officer compensation. The Governance and Compensation Committee is currently comprised of three directors, Matthew Andrade, Terrance J. Owen and Thane Russell, all of whom are independent within the meaning of National Instrument 58-101 – Disclosure of Corporate Governance Practices (" NI 58-101 "). Mr. Andrade is the current Chair of the Governance and Compensation Committee. Mr. Andrade will not be standing for re-election at the Meeting. If elected, it is anticipated that Mrs. Brickner will join the Governance and Compensation Committee.]

The Board recognizes the importance of appointing knowledgeable and experienced individuals to the Governance and Compensation Committee and, in particular, those who have the necessary background in executive officer compensation and risk management in order to fulfill the Governance and Compensation Committee's obligations to the Board. All current members of the Governance and Compensation Committee bring strong business and industry knowledge to the committee and have gained experience in human resources and compensation matters by serving in senior leadership roles and/or as directors of other private and public companies.

The purpose of the Governance and Compensation Committee is to: (i) assist the Board in the discharge of its duties to ensure compliance with the Code of Business Conduct and Ethics (the " Code ") and other governance policies of the Corporation; (ii) recommend, review and approve corporate goals and objectives relevant to CEO and director performance and evaluate performance to determine compensation; (iii) make recommendations to the Board regarding compensation including incentive and equity-based compensation plans; and (iv) review director and executive officer compensation disclosure prior to its public disclosure. Without limiting the generality of the foregoing, the Governance and Compensation Committee has the following duties:

Compensation

Officer Compensation

(a) review and recommend for approval annual compensation and benefit packages in respect of the senior officers of the Corporation;
(b) review and recommend for approval any and all bonuses to the senior officers of the Corporation;
(c) review and recommend for approval any written employment agreements in respect of the senior officers of the Corporation;
(d) review and recommend for approval any corporate performance measures (targets) used to calculate awards under any compensation plan in respect of the senior officers of the Corporation;

31566756.2

Equity Incentive Plans

(a) review and recommend for approval the terms of equity incentive plans for employees and directors and any amendments thereto;
(b) review and recommend for approval the form of agreements in respect of the grant of any equity incentive plan entitlements to senior officers, employees and directors;
(c) review and recommend for approval annual and other periodic awards from time to time under the equity incentive plans for senior officers, directors and employees;

Director Compensation

(a) from time to time, review and make recommendations as to the adequacy and form of directors' compensation provided by the Corporation to ensure it reflects the responsibilities and risks of membership on the Board and participation on committees of the Board;

Performance Assessment

(a) ensure objectives are in place against which performance of the senior officers of the Corporation can be measured and assessed;
(b) in conjunction with the Chairman of the Board review annually with the President and Chief Executive Officer of the Corporation, the performance of the President and Chief Executive Officer;
(c) review annually with the President and Chief Executive Officer of the Corporation, the performance of the other senior officers of the Corporation;

Compensation Disclosure

(a) review and recommend for approval disclosure provided in publicly circulated documents, including the Corporation's annual proxy circular, in respect of compensation of the senior officers and directors of the Corporation and its subsidiaries;

Human Resources

(a) ensure the Corporation has in place programs to train and develop its staff and provide for the orderly succession of management and the Board;
(b) review and make recommendations to the Board on issues that arise in relation to any compensation matters as required;

Corporate Governance

(a) annually, review the Board's operating guidelines and their fulfillment;
(b) review and make recommendations in respect of reports prepared by management required or recommended on corporate governance issues (e.g. public reports to meet regulatory guidelines);
(c) receive and review management reports on corporate governance developments relevant to the Corporation;
(d) review security holder proposals received by the Corporation and as required, assess the merits of such proposals and develop and recommend the Board’s and/or Corporation’s response;
(e) annually, review the frequency and timing of Board and committee meetings and the quality, timeliness and sufficiency of information provided to the Board by management;

31566756.2

(f) at least annually, appraise the standards of corporate governance of the Corporation in comparison to the "best practices" of peer issuers and make recommendations with respect to the further development of the standards of the Corporation in such respect;
(g) consider and, if deemed appropriate, approve any proposals by any one or more of the members of the Board to engage outside advisors on behalf of:
(i) the Board, as a whole;
(ii) any committee of the Board;
(iii) the independent directors as a group; or
(iv) any single director;
(h) as required, review concerns of individual directors about matters that are not readily or easily discussed at full Board meetings, thereby ensuring the Board can operate independently of management and effectively as a group;

Constitution of the Board and Nominations to the Board

(a) assess, establish and develop a process for identifying, recruiting, appointing, re-appointing and providing ongoing development of members of the Board;
(b) annually, assess the size, structure and composition of the Board taking into consideration the current strengths, skills and experience on the Board, current time demands on directors, proposed retirements, and the requirements and strategic direction of the Corporation;
(c) as required, develop and approve director eligibility criteria;
(d) as required, recommend a suitable candidate for the appointment to the office of Chair of the Board;
(e) as required, recommend suitable candidates to the Board for consideration as members of the Board;

Board Member and Chair Evaluation

(a) annually, in conjunction with the Chair of the Board, assess individual director performance and the evaluation of the performance of the Board as a whole, including their processes and effectiveness;
(b) annually, evaluate the performance of the Chair of the Board;
(c) annually, evaluate the performance of the committees of the Board;

Board Education

(a) review and provide ongoing guidance to management to ensure that an appropriate orientation and continuing education program for individual members of the Board, the Board as a whole and newly recruited members of the Board is established and maintained;
(b) monitor changes to applicable laws, regulations, rules and industry practices in regard to corporate governance and ensure that the Board is kept informed of relevant aspects thereof;

Board Committee Mandates

(a) annually, assess and make recommendations as to the size, structure and composition (including independence and other qualifications) of each of the committees of the Board including recommending changes to the addition or elimination of committees of the Board and as to the composition (including the Chair) thereof;

31566756.2

(b) annually, review and make recommendations as to the terms of reference of the committees of the Board;
(c) as required, recommend suitable candidates for appointment to committees of the Board;

Disclosure

(a) periodically, review and make recommendations as to the adequacy, integrity and effectiveness of disclosure policies and procedures implemented by the Corporation to ensure timely and adequate disclosure in accordance with all applicable laws, regulations and rules;

Board and Senior Officer Risk Management

(a) periodically, review and make recommendations as to the adequacy and appropriateness of systems and procedures for the control and minimization of director and senior officer liability having regard to applicable laws, rules and regulations and industry practice;
(b) periodically, review and make recommendations as to the adequacy and appropriateness of insurance and indemnifications for the benefit of directors and senior officers of the Corporation;

Conflicts of Interest and Insider Trading

(a) periodically, review and make recommendations as to policies and procedures implemented by the Corporation in respect of conflict of interest, insider trading and corporate ethics;
(b) consider, and if deemed appropriate approve any waiver of the Code;

Officer Appointments

(a) review and recommend for approval appointments of the senior officers of the Corporation; and
(b) review and recommend for approval termination and severance arrangements in respect of senior officers of the Corporation.

Pursuant to the terms of reference of the Governance and Compensation Committee, meetings of the Governance and Compensation Committee take place regularly in each year on such dates and at such locations as the Chair of the Governance and Compensation Committee shall determine and may also occur at any other time or times on the call of the Chair of the Governance and Compensation Committee or any two of the other members.

Objectives

The Corporation's overall compensation philosophy is that executive officers should be compensated for performance in their position and for achievement of additional personal and corporate objectives. The main objective of the Corporation's compensation program is to attract, motivate and retain highly qualified and competent executive officers, consistent with general sector practices, while specifically recognizing the size of the Corporation and its stage of development. In arriving at its compensation decisions, the Governance and Compensation Committee considers the long-term interest of the Corporation and its stakeholders, and its current early stage of development. Based on these considerations, compensation is designed, reviewed and adjusted using performance enhancement as the major goal. The Governance and Compensation Committee makes specific recommendations to the Board with respect to compensation paid to its executive officers.

Short Sales, Puts and Calls

Pursuant to the Corporation's Insider Trading and Reporting Policy, directors, officers and employees of the Corporation shall not knowingly sell, directly or indirectly, a security of the Corporation if they do not own or have not fully paid for the security being sold. In addition, directors, officers and employees of the Corporation shall not, directly or indirectly, buy or sell a put, call or any other derivative security in respect of the securities of the Corporation and shall not have open or standing buy or sell orders for the Corporation's securities with securities dealers or other persons.

31566756.2

Compensation Process

The President and CEO recommends to the Governance and Compensation Committee the general compensation structure and policies and programs for the Corporation and the salary and benefit levels for the executive officers and management. The Governance and Compensation Committee takes those recommendations into consideration when making the final decisions on compensation for those executive officers, which they then recommend to the Board for approval. Compensation regarding the President and CEO is recommended by the Governance and Compensation Committee and approved by the Board.

The Governance and Compensation Committee strives to find a balance between current and long-term compensation and cash and equity incentive compensation. The Governance and Compensation Committee believes that cash payments primarily reward recent performance and equity incentive rewards encourage ongoing results over a longer period of time and serve as a retention tool.

While the Board and the Governance and Compensation Committee have not put any formal policies in place, they do consider the implications of the risks associated with the Corporation's compensation policies and practices. The Corporation employs a compensation model which ensures that an adequate portion of overall compensation for executive officers is "at risk" and only realized through the performance of the Corporation over both the short-term and long-term. With respect to the longer-term component of executive officer compensation, Option grants are generally subject to vesting and priced at market value at the time of grant and, as a result, the realization of value from Option grants correlates to the long-term performance of the Corporation and is considered to be aligned with the Corporation's business strategy and the creation of Shareholder value.

In establishing the Corporation's executive compensation program, the Governance and Compensation Committee considers the implication of the risks associated with the Corporation's compensation program, including the risk of executive officers taking inappropriate or excessive risks; the risk of inappropriate focus on achieving short-term goals at the expense of long-term returns to Shareholders; and the risk of encouraging aggressive accounting practices. While no program can fully mitigate these risks, the Corporation believes that many of these risks are mitigated by: weighting the Corporation's long-term incentives towards share ownership and vesting the Corporation's long-term incentives over a number of years; establishing a uniform incentive program for all executive officers and employees; avoiding narrowly focused performance goals which may encourage loss of focus on providing long-term Shareholder returns and retaining adequate discretion to ensure that the Governance and Compensation Committee and the Board retain their business judgment in assessing actual performance; and establishing a strong "tone at the top" for accounting, regulatory, environmental and health and safety compliance.

No compensation consultant or advisor has, at any time since the Corporation's most recently completed financial year, been retained to assist the Board or the Governance and Compensation Committee in determining compensation for any of Stampede's directors or executive officers.

Components of Compensation

The annual compensation of each executive officer is determined having regard to such factors as the executive officer's current responsibilities, individual performance during the year, corporate performance during the year, years of service and the Governance and Compensation Committee's assessment of the other factors presented to it by the President and CEO. The Corporation's compensation program has three basic elements: (i) base salary and benefits; (ii) short-term incentives in the form of cash bonuses; and (iii) long-term incentives in the form of Options and an employee share ownership plan (the " ESOP ").

The Governance and Compensation Committee does not use formulas in determining the amount and mix of compensation and uses both quantitative and qualitative factors such as reliability in delivering financial and growth targets, a track record of integrity, good judgement, the vision and ability to create further growth and the ability to lead others. In recommending the granting of long-term incentive awards to the Board, the Governance and Compensation Committee takes into consideration, among other things, the number of Options previously granted to each NEO.

31566756.2

Base Salary and Benefits

Base salary is intended to provide Named Executive Officers with basic compensation consistent with the individual's level of responsibility, skills, knowledge and experience; the contribution expected from each individual; and general sector compensation practices for individuals in the applicable position, all with a view to attracting and retaining the Named Executive Officers. In some circumstances, the level of base salary may affect the Corporation's decisions relating to short-term incentives (e.g. cash bonuses) given that, in some cases, bonuses are payable as a percentage of base salary (e.g. if performance criteria are achieved). In January 2019, the CEO's salary was increased from $174,000 to $375,700. In June 2020, the salaries of the CEO, COO and CFO were reduced to $243,600, $153,100 and $137,550, respectively, as part of the Corporation's cost cutting initiatives related to negative market impacts caused by the COVID-19 pandemic and the current oversupply of crude oil. In April 2021, the Corporation reinstated the salaries of the CEO, COO and CFO to levels similar to those prior to the 2020 cost cutting initiatives.

The benefits package for executive officers consists of an insurance plan (including benefits for dental, vision, prescription drugs and health), a car allowance and parking, which the Governance and Compensation Committee considers comparable to benefits provided to executive officers of other publicly traded oil and gas service companies. None of the executive officers received perquisites, including property or personal benefits not generally available to all employees that in aggregate were worth $50,000 or more, or worth 10% or more of their total salary for the financial years ended December 31, 2021, 2020 or 2019.

The Corporation may award short-term incentives to Named Executive Officers from time to time based on their annual performance. Short-term incentive compensation is intended to motivate and incentivize Named Executive Officers to meet certain shorter term personal and corporate objectives, which vary from individual to individual and from year to year. The Governance and Compensation Committee reviews (and approves with any amendments considered appropriate) the recommendations of the President and CEO regarding the Named Executive Officers corporate and individual key accomplishments to be rewarded in a given year. These short-term incentives are intended to ensure that a portion of a Named Executive Officer's compensation correlates with corporate objectives and varies with actual performance in a given year. Generally, the award of short-term incentives is at the discretion of the Board, based upon the recommendations of the Governance and Compensation Committee.

The Corporation's process for awarding short-term incentives to Named Executive Officers varies depending on the circumstances. The President and CEO will, at least annually, present the Governance and Compensation Committee with his review of the performance of the Named Executive Officers (other than the President and CEO) and will make recommendations to the Governance and Compensation Committee regarding possible bonuses to such Named Executive Officers based on the accomplishment of corporate and individual objectives. The Governance and Compensation Committee will then consider and determine whether to recommend such awards to the Board for approval. The Governance and Compensation Committee also independently considers whether awards of shortterm incentives should be made to the President and CEO.

No other bonuses were awarded to any NEOs during the years ended December 31, 2019, and for the year ended December 31, 2020. In late 2021, the Governance and Compensation Committee reviewed individual and corporate performance for 2021 and determined that it was appropriate to recommend a cash bonus for the President and CEO, CFO and COO in respect of 2021, which was subsequently approved by the Board.

Long-Term Incentives

The issuance of Options to NEOs is intended to encourage Common Share ownership and to motivate NEOs to focus on a culture that will result in improving the Corporation's financial performance, the effect of which should lead to increases in the market value of the Common Shares. The Option Plan is discussed further under " Incentive Plan Awards – Option Plan " below.

Options are normally awarded by the Board (upon recommendation by the Governance and Compensation Committee) upon the commencement of employment with the Corporation, based on the level of responsibility within the Corporation. Additional grants may be made periodically to ensure that the number of Options granted to any particular individual is commensurate with the individual's level of ongoing responsibility within the Corporation. When determining Options to be allocated to each individual executive officer, a number of factors are

31566756.2

considered including the number of outstanding Options held by the executive officer, Options held by the executive officer that have been exercised or that have expired since the last grant to the executive officer, the value of Options held by the executive officer and the total number of available Options for grant.

In order to ensure that Options provide a long-term incentive, since December 2015, all Options granted carry a five year term and are either subject to vesting of one quarter on each of the first, second, third and fourth anniversaries of the date of the grant or one quarter on the day of the grant and one quarter on each of the first, second and third anniversaries of the date of the grant. The Governance and Compensation Committee has the authority to make recommendations, from time to time, regarding the amount of Options to be granted by the Corporation, as well as the grant date(s) and vesting schedules. In the course of fulfilling such responsibility, the Governance and Compensation Committee continuously monitors the number of Options held by the President and CEO and other NEOs, and attempts to keep such holdings in balance whenever significant grants of Options are made.

During the year ended December 31, 2019, the Corporation granted an aggregate of 4,835,000 Options to executive officers, directors, employees and consultants. In 2020, no Options were granted to executive officers, directors, employees and consultants. In 2021, the Corporation granted an aggregate of 3,855,000 Options to executive officers, directors and employees, and as at the date hereof: (i) the Corporation has 8,817,000 Options outstanding, representing 6.7% of the issued and outstanding Common Shares; and (ii) there remain 4,400,100 Options available for grant, representing 3.3% of the issued and outstanding Common Shares, which in aggregate represents 10% of the currently issued and outstanding Common Shares.

For the year ended December 31, 2019, 2,000,000 Options were granted to the Named Executive Officers. In 2020, no Options have been granted to the Named Executive Officers. In 2021, 1,000,000 Options have been granted to Named Executive Officers.

Pursuant to the ESOP, a long-term incentive plan, pursuant to which the Corporation matches employee contributions used to purchase Common Shares, to a maximum of 5% of each employee's annual salary. The ESOP provides the Board with the authority, exercisable in its sole discretion, to exceed the Corporation's 5% matching limit in certain circumstances. Corporate matching was suspended in 2015 as part of the Corporation's cost reduction program; however, employees of the Corporation continue to be able to contribute to the ESOP. The elements of the program are designed to attract and retain highly qualified people and to align their interests with those of the Shareholders. Participation in the ESOP is voluntary.

NEO Compensation - Summary Compensation Table

The following table (presented in accordance with Form 51-102F6 – Statement of Executive Compensation (" Form 51-102F6 ") under National Instrument 51-102 – Continuous Disclosure Obligations (" NI 51-102 ")) sets forth all direct and indirect compensation for, or in connection with, services provided to the Corporation for the fiscal years ended December 31, 2021, 2020 and 2019 in respect of the NEOs.

					Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)
Name and Principal Position	Year	Salary(6) ($)	Share - based awards ($)	Option- based awards(1) ($)	Annual Incentive Plans(2)	Long- term Incentive Plans	Pension Value ($)	All other Compensation(3) ($)	Total Compensation ($)
Lyle Whitmarsh President and CEO	2021 2020 2019	340,800 291,000 375,700(5)	- - -	61,007 96,020 105,064	96,706 - -	- - -	- - -	- - 17,749	498,513 387,020 498,513
Jeff Schab CFO and Corporate Secretary	2021 2020 2019	155,887 146,256 162,000	- - -	38,325 42,961 47,282	38,294 - -	- - -	- - -	- - 23,224	232,506 189,217 232,506
Terry Kuiper(4) COO	2021 2020 2019	185,274 174,429 212,000	- - -	35,544 59,772 65,378	62,885 - -	- - -	- - -	- - 18,326	295,704 234,201 295,704

31566756.2

Notes:

(1) Amounts represent the grant date fair value of the Options awarded to the NEO, calculated in accordance with the Black-Scholes model, which the Corporation determined to be the most accurate measure of value, using the market price of the Common Shares as at the grant date. The key valuation assumptions used: (i) in 2020 no stock options were granted (ii) in 2019 stock price volatility of 139%, range of risk free interest rates of 1.33% to 1.59%, no dividend yield, a forfeiture rate of 17%, and an expected life of five (5) years; (iii) in 2018 were range of stock price volatility of 139% to 143%, range of risk free interest rates of 2.02% to 2.18%, no dividend yield, a forfeiture rate of 10%, and an expected life of five (5).

(2) Represents a cash bonus earned by, and paid to, each NEO in 2021.

(3) None of the NEOs received perquisites, including property or personal benefits not generally available to all employees that in aggregate were worth $50,000 or more, or worth 10% or more of the NEO's total salary for the financial years ended December 31, 2021, 2020 or 2019.

(4) Mr. Kuiper was appointed COO on July 8, 2019. (5) Mr. Whitmarsh’s salary was increased from $174,000 to $375,700 on January 1, 2019.

(6) Effective April 1, 2020 all NEOs voluntarily reduced their base salaries by 18% to 38%. In April 2021, the Corporation reinstated the salaries of the CEO, COO and CFO to levels similar to those prior to the 2020 voluntary reductions.

Incentive Plan Awards

Option Plan

Under the Option Plan, the Board may from time to time, in its discretion and in accordance with the requirements of the TSXV, grant Options to directors, officers, employees and consultants of the Corporation. As of the date hereof, Options to purchase an aggregate of 8,817,000 Common Shares are outstanding pursuant to the Option Plan, representing 6.7% of the issued and outstanding Common Shares, and there remain 4,400,100 Options available for grant, representing 3.3% of the issued and outstanding Common Shares. The maximum aggregate number of Common Shares issuable pursuant to the exercise of Options granted under the Option Plan from time to time is equal to 10% of the Common Shares issued and outstanding as at the date of an Option grant. The maximum aggregate number of Common Shares that may be reserved under the Option Plan for issuance to any one individual in any 12 month period cannot exceed 5% of the issued and outstanding number of Common Shares at the time of grant. The maximum aggregate number of Common Shares that may be reserved under the Option Plan for issuance to any one consultant in any 12 month period cannot exceed 2% of the issued and outstanding number of Common Shares at the time of grant. The maximum aggregate number of Common Shares that may be reserved under the Option Plan for issuance to any one person employed to provide investor relations activities in any 12 month period cannot exceed 2% of the issued and outstanding number of Common Shares at the time of grant. The exercise price per Common Share under an Option will be determined by the Board, in its discretion, and may be calculated by taking the closing price of the Common Shares on the TSXV on the trading day immediately preceding the day on which the Option is granted and subtracting, at the discretion of the Board, up to the maximum discount permitted by the TSXV; provided that the exercise price per optioned Common Share cannot be less than $0.10, being the minimum exercise price allowable under the rules and policies of the TSXV. Options granted under the Option Plan are exercisable over a period not exceeding ten (10) years, subject to earlier cancellation upon the occurrence of certain events set forth in the Option Plan. Neither the Options nor the benefits and rights of any optionee under any Option or under the Option Plan are assignable or otherwise transferable, except in the event of the permanent physical or mental disability or death of the optionee. The grant or existence of an Option does not in any way limit or restrict the right or power of the Corporation to effect adjustments, reclassifications, reorganizations, arrangements or changes of its capital or business structure, or to amalgamate, merge, consolidate, dissolve or liquidate, or to sell or transfer all or any part of its business or assets. A copy of the Option Plan containing the full provisions of the plan is attached as Schedule B to this Circular.

The Option Plan provides that upon a participant's permanent physical or mental disability or death, such participant's Options may be exercised to purchase the total number of Common Shares not previously purchased by the participant whether or not the rights to purchase some or all of those Common Shares have previously vested in or are exercisable by the participant as of the date of ceasing to be a participant, provided such exercise occurs prior to the earlier of the expiry date of the Options and 90 days after the participant ceases to be a participant due to such permanent physical or mental disability or death. If a participant ceases to be a participant by reason of the participant's office, directorship or employment or services agreement with the Corporation terminating or ending otherwise than by reason of permanent physical or mental disability, or death or termination with or without notice or entitlement to a period of notice of such termination or compensation in lieu thereof, the participant may exercise the Options not previously exercised by the participant but only to the extent that rights to purchase the Common

31566756.2

Shares have vested in and are exercisable by the participant as at the date of such ceasing to be a participant, provided such exercise occurs at any time on or before the earlier of the expiry date of the Options and 21 days after the participant ceases to be a participant due to the termination or ending of the participant's office, directorship or employment or services agreement.

If a participant ceases to be a participant by reason of termination without notice or entitlement to a period of notice of such termination or compensation in lieu thereof, the participant may exercise the Options not previously exercised by the participant but only to the extent that rights to purchase the Common Shares have vested in and are exercisable by the participant as at the date of such ceasing to be a participant, provided that such exercise occurs prior to the earlier of the expiry date of the Option or the date that the participant ceases to be a participant. If a participant ceases to be a participant by reason of termination and the participant is entitled to reasonable notice of termination or compensation in lieu thereof then the participant may exercise the Options not previously exercised by the participant but only to the extent that rights to purchase the Common Shares are vested in and are exercisable by the participant on or before the date of such ceasing to be a participant provided that such exercise occurs prior to the earlier of the expiry date of the Options and where the participant is given a reasonable period of notice prior to termination, the date the participant ceases to be a participant or where the participant is paid compensation in lieu of reasonable notice the date that is 21 days after the participant ceases to be a participant.

See also " Statement of Executive Compensation – Compensation Discussion and Analysis – Components of Compensation – Long-Term Incentives " and " Particulars of Matters to be Acted Upon – Approval of Option Plan ".

NEO Compensation - Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information with respect to outstanding option-based awards for each of the Named Executive Officers that were outstanding as at December 31, 2021. The Corporation does not have any share-based awards outstanding.

		Option-Based Awards	Option-Based Awards		Share-Based Awards	Share-Based Awards	Share-Based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date(1)	Value of unexercised in-the- money options(2) ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Lyle Whitmarsh	350,000 1,000,000 450,000	0.315 0.18 0.21	August 17, 2022 April 8, 2024 March 28, 2026	- - -	- - -	- - -	- - -
Jeff Schab	60,000 500,000 300,000	0.27 0.18 0.21	June 26, 2022 April 8, 2024 March 28, 2026	- - -	- - -	- - -	- - -
Terry Kuiper	150,000 100,000 500,000 250,000	0.40 0.33 0.18 0.21	October 31, 2022 May 29, 2023 April 8, 2024 March 28, 2026	- - - -	- - - -	- - - -	- - - -

Notes:

(1) Options granted are either subject to vesting of one quarter on each of the first, second, third and fourth anniversaries of the date of the grant or one quarter on the day of the grant and one quarter on each of the first, second and third anniversaries of the date of the grant.

(2) The "in-the-money" amount is based on the difference between the closing market price of the Common Shares on the TSXV on December 31, 2021 of $0.17, being the last day which the Common Shares traded in 2021, and the exercise price of the Options.

31566756.2

NEO Compensation - Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets forth, for each of the Named Executive Officers the value of Option-based awards which vested during the year ended December 31, 2021. The Corporation does not have any share-based awards outstanding.

Name	Option-Based Awards - Value vested during the year ($)(1)	Share-based awards - Value vested during the year ($)	Non-equity incentive plan compensation - Value earned during the year ($)
Lyle Whitmarsh	-	-	-
Jeff Schab	-	-	-
Terry Kuiper	-	-	-

Notes:

(1) Calculated based on the difference between the closing market price of the Common Shares on the TSXV on the vesting date and the exercise price of the Options multiplied by the Options vested during the year.

NEO Termination and Change of Control Benefits

Currently there are no agreements, compensation plans, contracts or arrangements whereby any NEO is entitled to receive payments from the Corporation in the event of the termination of any NEO's employment, resignation, retirement or a change in control of the Corporation.

Director Compensation

In early 2019, the Board adopted certain recommendations of the Governance and Compensation Committee regarding director compensation effective January 1, 2019, which are outlined below. Additionally, the Corporation will reimburse directors for all reasonable expenses incurred in order to attend meetings. As part of the Corporation's cost cutting initiatives related to the negative market impacts caused by the COVID-19 pandemic and corresponding negative impact to commodity pricing, the Corporation eliminated all cash compensation payable to the Board for the 2020 year. In 2021, the Corporation approved reinstatement of the Board members cash retainers in full starting the second quarter of 2021 with meeting attendance fees being paid in stock options.

	Amount
Chair of the Board	$35,000 annual retainer
Director	$20,000 annual retainer
Audit Committee Chair	$5,000 annual retainer
Health, Safety and Environment Committee Chair	$2,500 annual retainer
Governance and Compensation Chair	$2,500 annual retainer
Meeting Fee	$1,000 – in-person attendance $750 – attendance by phone

Board members are also eligible to participate in the Option Plan. The number of Options awarded to directors is determined by the Governance and Compensation Committee from time to time. For the year ended December 31, 2019, the Corporation granted 600,000 Options to the non-executive directors. In 2020, no Options

31566756.2

were granted to the non-executive directors. In 2021, the Corporation granted 725,000 Options to the non-executive directors.

Director Summary Compensation Table

The following compensation table sets out the total compensation paid to each of the Corporation's directors, other than directors who are also Named Executive Officers, for the year ended December 31, 2021.

Name(1)	Fees earned ($)	Share- based awards ($)	Option- based awards(2) ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other Compensation ($)	Total ($)
Thane Russell	26,250	-	23,046	-	-	-	49,296
Elson McDougald	16,875	-	14,746	-	-	-	31,621
Murray Hinz(3)	18,750	-	7,320	-	-	-	26,070
Terrance J. Owen	15,000	-	16,345	-	-	-	31,345
Matthew Andrade	18,750	-	14,797	-	-	-	33,547
Rodger Hawkins(4)	6,250	-	1,970	-	-	-	8,220

Notes:

(1) Mr. Whitmarsh does not receive any compensation for service as a director of the Corporation. Particulars relating to his compensation as President and CEO can be found above under the heading " Statement of Executive Compensation – NEO Compensation – Summary Compensation Table ".

(2) Amounts represent the grant date fair value of the Options awarded to the director, calculated in accordance with the Black-Scholes model, which the Corporation determined to be the most accurate measure of value, using the market price of the Common Shares as at the grant date. The key valuation assumptions used for 2021 were stock price volatility of 136 to 138%, risk free interest rates of .97% to 1.40%, no dividend yield, a forfeiture rate of 10% and an expected life of five (5) years. No stock options were granted in 2020. The key valuation assumptions used for 2019 were stock price volatility of 138%, risk free interest rates of 1.33%, no dividend yield, a forfeiture rate of 17% and an expected life of five (5) years.

(3) Mr. Hinz was appointed to serve as a director of the Corporation by the Board on April 7, 2021, and was elected by Shareholders at the Corporation's subsequent annual and special meeting of Shareholders held on May 18, 2021.

(4) Mr. Hawkins ceased to be a director of the Corporation and the Chair of the Audit Committee on May 18, 2021.

Director Compensation - Outstanding Share-Based and Option-Based Awards

The following table sets forth information with respect to outstanding Option-based awards for each of the Corporation's directors, other than directors who are also Named Executive Officers, that were outstanding as at December 31, 2021. The Corporation does not have any share-based awards outstanding.

		Option-Based Awards	Option-Based Awards			Share-based Awards	Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date(1)	Value of unexercised in-the- money options(2) ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Thane Russell	51,480 200,000 195,000	0.27 0.18 0.18	June 26, 2022 April 9, 2024 March 28,2026	- - -	- - -	- - -	- - -
Elson McDougald	100,000 100,000 132,500	0.27 0.18 0.18	June 26, 2022 April 9, 2024 March 28, 2026	- - -	- - -	- - -	- - -

31566756.2

Murray Hinz(3)	100,000	0.21	August 3, 2026	-	-	-	-
Terrance J. Owen	19,600 100,000 120,000	0.27 0.18 0.18	June 26, 2022 April 9, 2024 March 28,2026	- - -	- - -	- - -	- - -
Matthew Andrade	7,480 100,000 132,500	0.27 0.18 0.18	June 26, 2022 April 9, 2024 March 28, 2026	- - -	- - -	- - -	- - -
Rodger Hawkins(4)	55,000 100,000 145,000	0.27 0.18 0.18	June 26, 2022 April 9, 2024 March 28, 2026	- - -	- - -	- - -	- - -

Notes:

(1) Options granted are either subject to vesting of one quarter on each of the first, second, third and fourth anniversaries of the date of the grant or one quarter on the day of the grant and one quarter on each of the first, second and third anniversaries of the date of the grant.
(2) The "in-the-money" amount is based on the difference between the closing market price of the Common Shares on the TSXV on December 31, 2021 of $0.17, being the last day which the Common Shares traded in 2021, and the exercise price of the Options.
(3) Mr. Hinz was appointed to serve as a director of the Corporation by the Board on April 7, 2021, and was elected by Shareholders at the Corporation's subsequent annual and special meeting of Shareholders held on May 18, 2021.
(4) Mr. Hawkins ceased to be a director of the Corporation on May 18, 2021.

Director Compensation - Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets forth, for each of the Corporation's directors, other than directors who are also Named Executive Officers, the value of Option-based awards which vested during the year ended December 31, 2021. The Corporation does not have any share-based awards outstanding.

Name	Option-Based Awards - Value vested during the year ($)(1)
Thane Russell	-
Elson McDougald	-
Murray Hinz	-
Terrance J. Owen	-
Matthew Andrade	-
Rodger Hawkins	-

Notes:

Directors' and Officers' Liability Insurance and Indemnification

The Corporation maintains directors' and officers' liability insurance (containing industry standard exclusions and deductibles) in order to protect the Corporation and its directors and officers against any legal action which may arise due to alleged wrongful acts on the part of directors and officers of the Corporation. In addition, the Corporation, as provided for in the Corporation's by-laws, has entered into indemnity agreements with each of its directors and executive officers. The Board considers it desirable and in the best interests of the Corporation to enter into these agreements in order to set out the circumstances and manner in which the indemnified party may be indemnified in respect of certain liabilities or expenses which the indemnified party may incur as a result of acting as a director or executive officer of the Corporation.

31566756.2

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information as at December 31, 2021 with respect to Common Shares that may be issued under the Option Plan, being the sole equity compensation plan of the Corporation.

Plan Category	Number of Common Shares to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding Options, warrants and rights (b)($)	Number of Common Shares remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	8,817,000	0.22	4,400,100
Equity compensation plans not approved by security holders	-	-	-
Total	8,817,000	0.22	4,400,100

Note:

(1) The total dilution from the Option Plan is limited to 10% of the issued and outstanding Common Shares. See " Statement of Executive Compensation – Compensation Discussion & Analysis – Components of Compensation – Long-Term Incentives " and " Statement of Executive Compensation – Incentive Plan Awards – Option Plan " for a summary of the Option Plan.

STATEMENT OF CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day to day management of the Corporation. The Board is committed to sound corporate governance practices, which are both in the interest of the Shareholders and contribute to effective and efficient decision making.

The Corporation is required to disclose its corporate governance practices in accordance with NI 58-101, as summarized below.

Board

Independence of Directors

An "independent director" generally is one who has no direct or indirect material relationship with the Corporation. A "material relationship" is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgement. The Board, with the assistance of the Corporate Governance and Compensation Committee and counsel to the Corporation, is responsible for determining whether or not each director is "independent". To carry out this determination, all relationships with the Corporation are reviewed. To assist the Board in its determination, all directors provide disclosure of any material interest and business relationships with the Corporation and his or her shareholdings in the Corporation.

The Board is comprised of six (6) directors, the majority (5) of whom are considered to be "independent" under NI 58-101, namely Thane Russell, Terrance J. Owen, Elson McDougald, Matthew Andrade and Murray Hinz. Mr. Andrade is not standing for re-election this year. Lyle Whitmarsh is not "independent" within the meaning of NI 58101 by virtue of the fact that he is the President and CEO of the Corporation. In order to facilitate the exercise of the independent directors' judgement, the Board holds "in camera" sessions for independent members during each Board meeting to facilitate open and candid discussion among the independent directors. In addition, the independent

31566756.2

directors may schedule meetings as they see fit without members of management and non-independent directors present.

Chairman of the Board

The Chairman of the Board (the " Chairman "), Thane Russell, is an independent director. The role of the Chairman is to provide leadership to the Board, manage the affairs of the Board and ensure that the Board is organized properly, functions effectively and meets its obligations and responsibilities. The Chairman presides at each meeting of the Board and is responsible for coordinating with management to ensure that documents are delivered to the directors in sufficient time in advance of Board meetings for a thorough review, that matters are properly presented for the Board's consideration at meetings and that the Board has an appropriate opportunity to discuss issues at each meeting, such that the Board is able to carry out its duties to oversee the management of the business and affairs of the Corporation. The Chairman is responsible for communicating with each Board member, ensuring that each director has the opportunity to be heard, that each director is accountable to the Board and that the Board and each committee is discharging its duties. The Chairman is also responsible for organizing the Board to function independently of management and arranges for the independent directors to meet without non-independent directors and management present.

Directorships

No director of the Corporation also serves as a director of another reporting issuer.

Orientation and Continuing Education

The Board currently has a limited orientation and education program for new directors due to the fact that changes in directorships to date have been limited. The process currently includes discussions with the Chairman and senior management with respect to the business and operations of the Corporation. Any new Board members will be provided with, among other things, copies of: (i) the Corporation's strategic plan; (ii) current year business plan and budget; (iii) all continuous disclosure filings for the current year; and (iv) all corporate policies including the Code and Whistleblower and Complaints Policy. All new directors are encouraged to review all previous minutes of meetings of the Board and the Shareholders. In addition, directors are encouraged to visit the Corporation's facilities, to interact with management and employees and to stay abreast of industry developments and the evolving business of the Corporation.

Ethical Business Conduct

In addition to laws that apply to the Board generally, the Board's responsibilities are governed by the Corporation's articles and by-laws, the terms of reference for each of the Board committees and the ABCA. The Board is responsible for oversight and implementation of the Corporation's policies, including the Code. A copy of the Code is available on SEDAR at www.sedar.com.

Nomination of Directors

The Board has constituted a Governance and Compensation Committee which is responsible for periodically reviewing the composition and the criteria regarding the composition of the Board and its committees. The Governance and Compensation Committee's mandate is to assist the Board in the discharge of its duties with respect to ensuring compliance with the corporate governance policies of the Corporation. The Governance and Compensation Committee assesses the Corporation's approach to corporate governance and monitors the Corporation's structures and procedures to ensure that the Board is able to, and in fact does, function independently of management. In addition, it has the responsibility for identifying and reviewing new candidates to join the Board and recommending nominees for election as directors. The Governance and Compensation Committee is required to consider candidates' independence, experience, skills and available time to devote to the duties of the Board in making recommendations for nomination to the Board. The Governance and Compensation Committee reviews the composition and size of the Board and tenure of directors in advance of annual meetings when directors are most commonly elected by the Shareholders, as well as when individual directors indicate that their terms may end or that their status may change.

31566756.2

Compensation

For information concerning the steps taken to determine compensation for the directors and President and CEO of the Corporation, see " Statement of Executive Compensation " in this Circular.

Other Board Committees

In addition to the Audit Committee and the Governance and Compensation Committee, the Corporation has established the Health, Safety and Environment Committee. The Health, Safety and Environment Committee is comprised of two (2) independent directors, Messrs. McDougald (Chair) and Hinz and one (1) non-independent director, Mr. Whitmarsh.

The Health, Safety and Environment Committee is responsible for various matters relating to health, safety and environment (" HS&E ") of the Corporation, including:

reviewing and providing oversight of the Corporation's policies, procedures, practices and training programs related to HS&E with the overarching goal of establishing the Corporation as the leader in the directional drilling and land based contract drilling industries in terms of HS&E performance;
reviewing HS&E risks with management and recommending appropriate programs and procedures to reduce those risks, with a particular emphasis on effective training programs;
considering the adequacy of operating policies and standards of performance that are designed to meet or exceed regulatory requirements and industry standards for HS&E;
reviewing with management the methods of communicating HS&E policies, procedures and practices, including training of employees to fulfill the Corporation's HS&E mandate;
considering, with management, the adequacy of loss prevention measures and emergency response plans and recovery programs, including implementation and routine testing of the plans;
requiring management to regularly monitor and report on the Corporation's HS&E performance to ensure that the Corporation is in compliance with environmental laws and legislation, and applicable laws and policies as they relate to the health and safety of the Corporation's employees in the workplace;
reviewing reports and providing oversight of HS&E incidents, emerging issues, inspections or audits, and corrective actions taken in response to any corresponding deficiencies. To facilitate this, all employee injury incidents are immediately reported by management to the Health, Safety and Environmental Committee with a description of management's actions to date to address the situation and management's intentions to fully resolve the incident;
monitoring current, pending or threatened legal action by or against the Corporation related to HS&E;
periodically considering insurable risks related to HS&E, and making corresponding recommendations to the Board as deemed appropriate; and
reviewing significant external or internal audit or consultants’ reports relating to environmental, health or safety matters.

Assessments

Prior to 2018, there was no formal process in place to assess the performance of the Board and individual directors. During the year ended December 31, 2018, the Board determined to implement an annual written questionnaire to be distributed to each Board member to assess the effectiveness of the Board, its committees and the effectiveness and contributions of individual directors. The questionnaire was not completed by the Board during the year ended December 31, 2021, however, the Board intends to utilize the questionnaire in 2022.

THE AUDIT COMMITTEE

National Instrument 52-110 – Audit Committees (" NI 52-110 ") requires the Corporation to disclose annually in its information circular certain information concerning the constitution of the Audit Committee and its relationship with its independent auditor, as set forth below.

The Corporation is relying on Section 6.1 of NI 52-110, as a "venture issuer", with respect to the exemption from Part 5 (Reporting Obligations) of NI 52-110. The Audit Committee is governed by the Terms of Reference of the

31566756.2

Audit Committee, established in accordance with NI 52-110, a copy of which is set out in Schedule A to this Circular.

Composition of the Audit Committee

The Audit Committee is currently comprised of Messrs. Hinz (Chair), Andrade, and Russell. All members of the Audit Committee are independent within the meaning of NI 52-110. Mr. Andrade will not be standing for re-election at the Meeting. If elected, it is anticipated that Mrs. Brickner will fill the resulting vacancy on the Audit Committee.

Relevant Education and Experience of Audit Committee Members

NI 52-110 provides that a member of the Audit Committee is considered to be "financially literate" if they have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexities of the issues that can reasonably be expected to be raised by the Corporation's financial statements.

All of the members of the Audit Committee are considered to be "financially literate", as that term is defined in NI 52-110.

Murray Hinz – Chair

Mr. Hinz is a Chartered Accountant with over 25 years of experience as a senior executive and providing business financial advisory services. Mr. Hinz is currently the Sr VP Finance & Administration of Parvus Therapeutics Inc. Before joining Parvus, Mr. Hinz was CanElson Drilling Inc’s first Chief Financial Officer prior to becoming an Advisor to their Senior Executive team, providing finance, business development, risk management and corporate governance support. Mr. Hinz helped grow CanElson organically and through acquisitions from 1 to over 1,000 employees providing contract drilling rig services to customers in Canada, United States and Mexico.

Diane Brickner, CIP, ICD.D

Mrs. Brickner has her Chartered Insurance Professional designation from the Insurance Institute and her ICD.D from the Institute of Corporate Directors. Mrs. Brickner is currently a corporate director at Peace Hills Insurance (since 1990), The Alberta Lawyers Indemnity Association (since 2016), and the Alberta Treasury Branch (since 2019). Mrs. Brickner has served on several publicly traded companies including CanElson drilling Inc. in 2014, as well as various privately owned and not for profit boards. Mrs. Brickner joined Peace Hills Insurance in 1981 and became the CEO in 1990, growing the company the company from 3 employees to over 200. Over the course of her career, she successfully oversaw the expansion of Peace Hills Insurance to all Provinces and Territories west of Ontario. Mrs. Brickner has been recognized by several organizations including the Senate (150th Anniversary medal), the Edmonton YWCA (Women of Distinction in Business) and the Alberta Venture (Person of the Year 2013).

Thane Russell

Mr. Russell has 33 years of engineering experience in the petroleum industry, primarily in production operations, drilling and completions, and well optimization. Mr. Russell has a particular interest in the innovation and commercialization of completion tools. Mr. Russell was one of the founders of Stellarton Energy Limited, which was sold to Tom Brown Resources Ltd. of Denver in 2000 with its wholly-owned subsidiary, Secure Oil Tools, being sold to Schlumberger Limited in 1999. In 2000, Mr. Russell founded Absolute Energy Limited, a private engineering, design and manufacturing company, and is currently the President. Prior to April 2017, Mr. Russell was also Chairman and Vice President of Absolute Completion Technologies Ltd., a private engineering, design and manufacturing company, which was founded in 2002 and sold to Schlumberger Limited in 2017. Mr. Russell also has field experience with a number of companies including Texaco, Inc., Imperial Oil Limited and Canadian Hunter Exploration Ltd. Mr. Russell received a Bachelor of Engineering degree from the Thayer School of Engineering at Dartmouth College and has his designation as a Professional Engineer.

31566756.2

Audit Committee Oversight

Since the commencement of the Corporation's most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a pre-approval policy (the " Audit Policy ") with respect to the policies and procedures that must be followed for the engagement of audit and non-audit services. Pursuant to NI 52-110, the Audit Committee is responsible for the appointment, compensation and oversight of the work of PricewaterhouseCoopers LLP, the Corporation's independent auditor (the " Auditor "). As part of this responsibility, the Audit Committee is required to pre-approve all audit and non-audit services to be performed by the Auditor and to consider whether non-audit related services impair the Auditors independence.

Pursuant to the Audit Policy, all services provided by the Auditor for fees in excess of an aggregate of $20,000 annually must be pre-approved by the Audit Committee. For non-audit services, the audit engagement partner of the Auditor must be consulted. The pre-approval of audit and non-audit services may be given at any time up to one (1) year before commencement of a specified service. Prior to the beginning of each financial year, management of the Corporation may submit a request to the Audit Committee for pre-approval of audit services, audit-related services and tax services.

The Audit Committee may delegate to one or more designated member(s) of the Audit the authority to grant preapprovals of audit and non-audit services to be provided by the Auditor throughout the year. Any decisions made by such a designated member of the Audit Committee must be reported to the Audit Committee at the next meeting of the committee.

The Audit Committee recommends to the Board the appointment of the Auditor to perform the annual external audit of the Corporation's financial statements and additional audit services as required, which services may include, but are not limited to, audit of the Corporation, services associated with the continuous disclosure obligations of the Corporation and consultations regarding financial accounting and reporting standards.

With respect to audit-related and tax-related services, management is required to request pre-approval of such services it reasonably believes will be required by the Corporation for the upcoming financial year. Audit-related services are those assurance and related services that are reasonably related to the performance of the audit or review of the Corporation's financial statements and include, but are not limited to: (i) due diligence and audit services related to business acquisitions and dispositions; (ii) internal control reviews; and (iii) consultations regarding financial accounting and reporting standards. Tax services include, but are not limited to: (i) tax planning and advice; (ii) the preparation and review of tax returns; and (iii) international tax planning.

All services to be provided by the Auditor are reviewed by the CFO, who determines whether such services are included within the accepted list of services for which pre-approval must be requested under the Audit Policy. Prior to the beginning of each financial year, the CFO delivers to the Audit Committee the documents reasonably required or requested to determine the services to be performed by the Auditor. At each regularly scheduled Audit Committee meeting, the Audit Committee reviews a report summarizing the services provided by the Auditor and the related fees, a listing of newly pre-approved services since the last regularly scheduled meeting and an updated analysis for the current financial year of the estimated annual fees to be paid to the Auditor.

Audit Fees

The following chart summarizes the aggregate fees billed by the Auditor for professional services rendered to the Corporation during the financial periods ended December 31, 2021 and December 31, 2020 for audit and non-audit related services:

Fee	December 31, 2021 ($)	December 31, 2020 ($)
Audit Fees(1)	115,000	90,000
Audit-Related Fees(2)	30,000	20,000

31566756.2

Tax Fees(3)	-	-
All Other Fees(4)	-	-
Total	145,000	110,000

Notes:

(1) "Audit Fees" means the aggregate fees billed for audit services.

(2) "Audit-Related Fees" means the aggregate fees billed for assurance and related services by the Auditor that are reasonably related to the performance of the audit or review of the Corporation's financial statements and are not reported under Note 1 above.

(3) "Tax Fees" include the aggregate fees paid to the Auditor for tax compliance, tax advice, tax planning and advisory services, including preparation of tax returns.

(4) "All Other Fees" include the aggregate fees billed for products and services provided by the Auditor, other than the services reported under Notes 1, 2 and 3 above.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No person who is or has been a director or executive officer of the Corporation at any time since the beginning of the year ended December 31, 2021, nor any proposed Nominee, nor any associate or affiliate of any of the foregoing, is or was indebted to (i) the Corporation, or (ii) another entity, where such indebtedness is or was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries, in either case at any time since the beginning of the year ended December 31, 2021.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation's last completed financial year, no Nominee and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of directors and the approval of the Option Plan, except as disclosed in this Circular.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed herein, there were no material interests, direct or indirect, of directors or executive officers of the Corporation, any proposed director of the Corporation, any securityholder who beneficially owns, directly or indirectly, or exercises control or direction over more than 10% of the outstanding Common Shares, or any other Informed Person (as defined in National Instrument 51-102) or any known associate or affiliate of such persons, in any transaction since the commencement of the last completed financial year of the Corporation or in any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries.

OTHER MATTERS

Management of the Corporation knows of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Meeting. However, if any other matter properly comes before the Meeting, the accompanying form of proxy will be voted on such matter in accordance with the best judgment of the person voting the form of proxy.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available under its profile on the System for Electronic Document Analysis and Retrieval (" SEDAR ") at www.sedar.com. Financial information is provided in the Corporation's audited comparative financial statements and related management discussion and analysis (the " MD&A ") for the year ended December 31, 2021. Copies of the Corporation's financial statements and MD&A are available through SEDAR at www.sedar.com and may also be obtained upon request to the Corporation at:

31566756.2

Stampede Drilling Inc. Bow Valley Square IV, Suite 2200, 250 6th Ave SW Calgary, Alberta, T2P 3H7 Attention: Jeff Schab Tel : (587) 233-0798 Fax : (403) 984-5097 E-mail : [email protected]

31566756.2

SCHEDULE A

STAMPEDE DRILLING INC.

AUDIT COMMITTEE TERMS OF REFERENCE

I. PURPOSE

The primary function of the Audit Committee (the " Committee ") is to assist the board of directors (the " Board ") in fulfilling its oversight responsibilities by considering:

A. the financial information that will be provided publicly;
B. the systems of internal controls, including controls over public reporting; and
C. all financial audit processes.

Primary responsibility for the financial reporting, information systems, risk management and internal controls of Stampede Drilling Inc. (" Stampede " or the " Corporation ") is vested in management and is overseen by the Board.

II. COMPOSITION AND OPERATIONS

A. The Committee shall be composed of not fewer than three directors all of whom must be independent as defined in Section 1.4 of National Instrument 52-110 Audit Committees (" NI 52110 ") as may be amended from time to time.
B. All Committee members shall be "financially literate"[1] as defined in NI 52-110.
C. Stampede's auditors shall be advised of the names of the Committee members and will receive notice of and be invited to attend meetings of the Audit Committee, and to be heard at those meetings on matters relating to the Auditor's duties.
D. The Committee shall meet with the external auditors as it deems appropriate to consider any matter that the Committee or auditors determine should be brought to the attention of the Board or shareholders.
E. The Committee shall meet at least once (by person or by teleconference) during the first three fiscal quarters to review Stampede's quarterly financial statements and MD&A and related news releases for the immediately preceding fiscal quarter and to review and recommend approval by the full Board of such interim financial statements for the immediately preceding fiscal quarter.
F. The Committee shall meet at least once (by person or by teleconference) in each fiscal year to review the annual and fourth quarter Stampede's audited financial statements and MD&A and related news releases for the immediately preceding fiscal year and to review and recommend approval by the full Board of such audited financial statements for the immediately preceding fiscal year.

1 NI 52-110 defines "financially literate" as the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuer's financial statements.

31566756.2

A-2

G. The Chairperson shall, in consultation with management, establish the agenda for the meetings and ensure that properly prepared agenda materials are circulated to the members with sufficient time for study prior to the meeting.
H. Every question at the Committee meeting shall be decided by a majority of the votes cast; in the event of a tie vote on any matter, such matter shall be presented to the Board for its consideration and determination.

III. DUTIES AND RESPONSIBILITIES

Subject to the powers and duties of the Board, the Committee will perform the following duties:

A. Financial Statements and Other Financial Information

The Committee will consider and recommend for approval to the Board, before being provided to the Board, financial information that will be made publicly available, including:

Stampede's annual financial statements, MD&A and related news release;
Stampede's quarterly financial statements, MD&A and related news release; and
financial information contained in the Annual Information Form and any Prospectus/Private Placement Memorandums.

The Committee will consider:

the appropriateness of accounting policies and financial reporting practices used by Stampede;
any significant proposed changes in financial reporting and accounting policies and practices to be adopted by Stampede;
any new or pending developments in accounting and reporting standards that may affect Stampede;
Annual Report - review the management MD&A discussion section and all other relevant sections of the annual report, if prepared, to ensure consistency of all financial information included in the annual report; and
Earnings Guidance/Forecasts - review forecasted financial information and forward looking statements.
B. Risk Management, Internal Control and Information Systems

The Audit Committee will consider whether the Corporation's risk management, internal control and public reporting systems appear to be operating effectively to produce accurate, appropriate and timely management and financial information, including:

the Corporation's risk management controls and policies;
the reliability of the information systems and the design and effective implementation of the systems of internal controls through discussions with and reports from management, and as applicable, the external auditor; and
management steps to implement and maintain appropriate internal control procedures.

31566756.2

A-3

C. External Audit

The Committee will discuss the planning and results of external audit activities and the ongoing relationship with the external auditor. This includes:

considering and recommending to the Board, for shareholder approval, engagement of the external auditor;
considering the annual external audit plan, including:
(a) engagement letter;
(b) objectives and scope of the external audit work;
(c) procedures for quarterly review of financial statements;
(d) materiality limit;
(e) areas of audit risk;
(f) staffing;
(g) timetable; and
(h) proposed fees.
meeting with the external auditor to discuss the Corporation's quarterly and annual financial statements and the auditor's report including the appropriateness of accounting policies and underlying estimates and resolve any disagreements between management and the external auditors regarding financial reporting;
considering and advising the Board with respect to the planning, conduct and reporting of the annual audit, including:
(a) any difficulties encountered, or restrictions imposed by management, during the annual audit;
(b) any significant accounting or financial reporting issue;
(c) the auditors' evaluation, if any, as applicable of Stampede's system of internal controls, procedures and documentation;
(d) the post audit or management letter containing any findings or recommendations of the external auditor, including management's response thereto and the subsequent follow-up to any identified internal control weaknesses;
(e) any other matters the external auditor brings to the Committee's attention; and
(f) the performance and the annual appointment of external auditors for recommendation to the Board.
considering the auditor's reports on all material entities that the Corporation consolidates, proportionately consolidates or equity accounts;
receiving assurances on the independence of the external auditor;

31566756.2

A-4

pre-approving all non-audit services to be provided by the external auditor's firm or its affiliates (including estimated fees), and considering the effect on the independence of the external audit; and
meeting periodically, and at least annually, with the external auditor without management present.
D. OTHER

The Committee will also consider:

insurance coverage of significant business risks:
material litigation and its effect on financial reporting;
policies and procedures for approval of officers' expenses and perquisites; and
the Terms of Reference for the Committee as required and make recommendations to the Board as required.

The Committee will also establish procedures for:

the receipt, retention and treatment of complaints received by the Corporation regarding (i) public reporting, accounting, internal accounting controls, or auditing matters; and (ii) violations of applicable laws, regulations and/or Corporation policies pertaining to health, safety and environment matters and employment actions taken by the Corporation in response thereto;
the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters; and
the Corporation's hiring policies regarding employees and former employees of the present and former external auditors of the Corporation.

IV. ACCOUNTABILITY

The Committee Chairperson has the responsibility to make periodic reports to the Board, as requested, on financial matters relative to the Corporation. The Committee shall report its discussions to the Board by maintaining minutes of its meetings and providing an oral report at the next Board meeting.

V. RELIANCE ON EXPERTS

In contributing to the Committee's discharging of its duties under this mandate, each member shall be entitled to rely in good faith on:

A. financial statements of the Corporation represented to the member by an officer of the Corporation, or in a written report of the external auditors, to present fairly in all material respects the financial position of the Corporation and the results of its operations in accordance with generally accepted accounting principles; and
B. any report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by any such person.

31566756.2

A-5

The Board is of the view that monitoring of the Corporation's financial reporting and disclosure policies and procedures cannot usually be reasonably met unless the following activities (the " fundamental activities ") are, in all material respects, conducted effectively:

A. the Corporation's accounting functions are performed in accordance with a system of internal financial controls designed to capture and record properly and accurately in all material respects all of the Corporation's financial transactions;
B. the internal financial controls are regularly considered for effectiveness;
C. the Corporation's quarterly and annual financial statements are properly prepared by management in accordance with generally accepted accounting principles in all material respects; and
D. such financial statements are reported on by an external auditor appointed by the shareholders of the Corporation.

VI. LIMITATIONS ON COMMITTEE'S DUTIES

In contributing to the Committee's discharging of its duties under these Terms of Reference, each member of the Committee shall be obliged only to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Nothing in these Terms of Reference is intended, or may be construed, to impose on any member of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all Board members are subject. The essence of the Committee's duties is monitoring and considering to endeavour to gain reasonable assurance (but not to ensure) that the fundamental activities are being conducted effectively and that the objectives of the Corporation's financial reporting are being met and to enable the Committee to report thereon to the Board.

Adopted and approved by the Board: December 16, 2011, as amended on March 22, 2017, and as amended effective as of March 8, 2018.

31566756.2

SCHEDULE B

STAMPEDE DRILLING INC.

INCENTIVE STOCK OPTION PLAN

1. INTERPRETATION

In this Plan (including this clause), unless there is something in the subject or context inconsistent therewith, words importing the singular number includes the plural and vice versa, words importing the masculine gender includes the feminine and neuter genders and the expressions following have the following meanings, respectively:

(a) " Associate " has the meaning ascribed thereto in the Securities Act;
(b) " Board " means the Board of Directors of the Corporation;
(c) " Blackout Extension Term " shall have the meaning set forth in Clause 9 hereof;
(d) " Committee " means a committee of Directors appointed by the Board as contemplated by Clause 3 hereof;
(e) " Common Share " means a voting common share in the capital stock of the Corporation as constituted at December 31, 2011 and, after any adjustments pursuant to Clause 7 hereof, means the shares or other securities or property which, as a result of such adjustments and all prior adjustments pursuant to Clause 7, the holders of Options are then entitled to receive on the exercise thereof;
(f) " Consultant " means an individual or company other than an employee or a director of the Corporation that is engaged to provide on an ongoing basis consulting, technical or management or other services to the Corporation under a written contract and spends a significant amount of time and attention on the affairs of the Corporation such that they are knowledgeable about the business and affairs of the Corporation;
(g) " Corporation " means Stampede Drilling Inc. and any successor or continuing corporation resulting from any form of corporate reorganization;
(h) " Early Termination Date " means, in respect of any Option, 5:00 p.m. (Calgary time) on the date that an Option terminates prior to the Normal Expiry Date, as may be extended pursuant to a Blackout Extension Term;
(i) " Expiry Date " means the Normal Expiry Date or the Early Termination Date, as the case may be;
(j) " Insider " has the meaning ascribed thereto in the Securities Act;
(k) " Market Price " at any date and in respect of an Option, means:
(i) where the Common Shares are not listed and posted for trading on a stock exchange, the value conclusively determined by the Board or Committee, as the case may be, on the Option Date; or
(ii) where the Common Shares are listed and posted for trading on a stock exchange, either:
- (A) the closing price of the Common Shares on the principal stock exchange on which they are traded on the last business day preceding the Option Date; or

31566756.2

B-2

  - (B) if the Common Shares did not trade on the last business day preceding the Option Date, the average of the bid and ask prices in respect of the Common Shares at the close of trading on such date on the principal stock exchange on which the Common Shares are listed and posted for trading;

(l) " Normal Expiry Date " means, in respect of any Option, 5:00 p.m. (Calgary time) on the date determined by the Corporation and specified in the particular Option Agreement on which the Option would normally terminate, which date may not be later than ten years after the Option Date, as may be extended pursuant to a Blackout Extension Term;
(m) " Option " means a right to purchase Common Shares pursuant to the Plan and an Option Agreement;
(n) " Option Agreement " means an agreement entered into between the Corporation and a Participant pursuant to which an Option is granted to a Participant and which contains such provisions not inconsistent with the Plan as the Board or the Committee may determine;
(o) " Option Date " means the date on which an Option is granted by the Corporation to a Participant which for greater certainty is the date on which the grant of the Option is approved by the Board or the Committee, as the case may be;
(p) " Option Shares " means the Common Shares which a Participant is entitled to purchase under an Option whether or not the rights to purchase all such Common Shares have vested in and to the Optionee;
(q) " Optionee " means a Participant who has entered into an Option Agreement with the Corporation;
(r) " Participant " means, on any date, a person who is at least one of the following:
(i) a person who is bona fide regularly employed by the Corporation or one of its subsidiaries on that date;
(ii) an officer of the Corporation or one of its subsidiaries on that date;
(iii) a director of the Corporation or one of its subsidiaries on that date;
(iv) a bona fide consultant or advisor to the Corporation or one of its subsidiaries on that date; or
(v) to a corporation, the shares of which are wholly owned by a person described in subclause (i), (ii), (iii) or (iv);
(s) " Plan " means the Corporation's "Incentive Stock Option Plan" embodied herein, as from time to time amended;
(t) " Purchase Price " means the purchase price of Option Shares under an Option Agreement determined as provided in subclause 6(b) of this Plan; and
(u) " Securities Act " means the Securities Act (Alberta), as amended.

2. PURPOSE OF THE PLAN

The purpose of the Plan is to develop the interest of Optionees in the growth and development of the Corporation by providing such persons with the incentive and opportunity to acquire an increased

31566756.2

B-3

proprietary interest in the Corporation and to better enable the Corporation and its subsidiaries to attract and retain persons of desired experience and ability.

3. ADMINISTRATION, PARTICIPANTS AND ALLOTMENTS

(a) The Board will administer the Plan. The Board may at any time or from time to time delegate to a Committee the responsibility for administering the Plan or elements thereof. The Board, or the Committee if so empowered, will determine from time to time those Participants to whom Options should be granted, the Normal Expiry Date, the number of Common Shares which should be optioned from time to time to any Participant, the Purchase Price and such other terms and conditions of the Option Agreement, not inconsistent with the Plan, as the Board or the Committee in its discretion may determine. The Board or the Committee may prescribe rules and regulations relating to the Plan and any Options granted hereunder and may approve the form and content and prescribe the use of such forms of applications, directions, powers of attorney, and other documents or instruments, either generally or in specific cases, as may be deemed necessary or advisable, for the grant or issuance of Options under the Plan and for the proper administration and operation of the Plan. The Board or the Committee will review the Plan from time to time with a view to making revisions to it, granting additional Options and, in the case of the Committee, making appropriate recommendations to the Board. Nothing contained in the Plan or in any resolution adopted or to be adopted by the Board or by the Committee constitutes an Option hereunder. An Option granted by the Board or the Committee to a Participant pursuant to the Plan is subject to, and is of no force and effect until, the execution and delivery of, an Option Agreement by both the Corporation and such Participant.
(b) The Corporation is responsible for all costs of administration of the Plan.
(c) The implementation of the Plan, the grant or exercise of any Options pursuant to the Plan and, from time to time, the operation and administration of the Plan is subject to receipt by the Corporation of all necessary approvals, advance rulings, exemptions or registrations required or deemed advisable under applicable law or regulatory policy including without limiting the generality of the foregoing, all necessary approvals or registrations required by any and all stock exchanges upon which the Common Shares are listed and posted for trading.
(d) The Board or the Committee, as the case may be, may at any time and subject to regulatory approvals:
(i) discontinue or terminate the Plan; or
(ii) amend or revise the terms and conditions of the Plan and any outstanding Options granted under the Plan,

provided that no such action adversely affects any Options previously granted under the Plan or the rights of Optionees in respect of those Options without the prior written consent or agreement of those Optionees. Disinterested shareholder approval will be obtained for any reductions in the exercise price of Options held by Insiders.

4. COMMON SHARES SUBJECT TO PLAN

(a) The Corporation reserves for issuance that number of Common Shares equal to 10% of the Corporation's outstanding Common Shares from time to time, for the purposes of issuance pursuant to the exercise of outstanding Options granted to the Participants pursuant to the Plan. In no event may the number of Option Shares issued under the Plan exceed the total number of Common Shares reserved for issuance hereunder. Notwithstanding the foregoing, the aggregate number of Common Shares issuable upon the exercise of all Options granted under the Plan shall

31566756.2

B-4

not exceed 10% of the Corporation's outstanding Common Shares issued and outstanding at the closing of the Corporation's initial public offering.

(b) The number of Option Shares that may be reserved for allotment to any one Participant pursuant to Options in any 12 month period must not exceed 5% of the issued and outstanding Common Shares.
(c) The number of Option Shares that may be reserved for allotment to any one consultant of the Corporation (or any of its subsidiaries) pursuant to Options in any 12 month period must not exceed 2% of the issued and outstanding Common Shares.
(d) The number of Option Shares that may be reserved for allotment to any one person employed to provide investor relations activities pursuant to Options in any 12 month period must not exceed 2% of the issued and outstanding Common Shares. Options granted to consultants performing investor relations activities will contain vesting provisions such that vesting occurs over at least 12 months with no more than 1/4 of the Options vesting in any 3 month period and a condition that such Options will expire 30 days after the Optionee ceases to be employed to provide investor relations activities.

For the purposes hereof, the number of issued and outstanding Common Shares is determined as the number of Common Shares that are issued and outstanding immediately prior to a proposed grant of Options.

5. PARTICIPATION VOLUNTARY

Participation in the Plan by a Participant is entirely voluntary and does not affect the Participant's employment or continued retainer by, or other engagement with, the Corporation or its subsidiaries. None of the Plan or any Options granted under the Plan of itself gives any Participant the right to continue to be an employee, officer, director or consultant of the Corporation or any subsidiary thereof. None of the terms and conditions governing the Option are affected by any change in the Optionee's employment by or engagement with the Corporation so long as the Optionee continues to be a Participant.

6. CERTAIN TERMS OF OPTION AGREEMENTS

In order to constitute a valid Option granted under this Plan, the Optionee and the Corporation must enter into an Option Agreement in the form acceptable to the Board or the Committee, as the case may be. An Option Agreement may, in respect of any Option, specify a number or percentage of Option Shares that the Participant may exercise in any specified period, year or number of years. In addition, Option Agreements are deemed to contain the following provisions with respect to the exercise of Options under the Plan:

(a) An Option under the Plan is only exercisable for a minimum of 100 Common Shares at any one time.
(b) The Purchase Price must not be less than the Market Price subject always to the discount from the Market Price allowed under the policies, rules or by-laws of the applicable stock exchange(s) on which the Common Shares are listed and posted for trading, which discount is to be considered in setting the Purchase Price wholly at the discretion of the Board or Committee, as the case may be, and upon exercise of the Option must be paid in full in respect of those Option Shares being acquired in Canadian funds by cash, certified cheque or bank draft payable to or to the order of the Corporation at the time of exercise.
(c) Each Option terminates on its Normal Expiry Date but subject always to the provisions of subclause 6(d) of this Plan.

31566756.2

B-5

(d) If, after the Option Date and on or before the exercise in full of the Option or the Normal Expiry Date, the Optionee ceases to be a Participant:
(i) by reason of the Optionee's permanent physical or mental disability, or death, then such Optionee's Option may be exercised to purchase the total number of Option Shares not previously purchased by the Optionee whether or not the rights to purchase some or all of those Option Shares have previously vested in and are exercisable by the Optionee as at the date of such ceasing to be a Participant, provided such exercise occurs at any time on or before the earlier of the Normal Expiry Date and the date that is 90 days after the date the Optionee ceases to be a Participant due to such permanent physical or mental disability, or death. Thereafter, the Option and all unexercised rights to acquire Option Shares thereunder cease and expire and are of no further force and effect. For greater certainty but without limiting the generality of the foregoing, if the Optionee is deemed to be an employee of the Corporation pursuant to a medical or disability plan of the Corporation or a subsidiary thereof, the Optionee is deemed to be an employee for the purpose of the Plan and the Option; or
(ii) by reason of the Optionee's office, directorship or employment or services agreement with the Corporation terminating or ending otherwise than by reason of permanent physical or mental disability, or death or termination with or without notice or entitlement to a period of notice of such termination or compensation in lieu thereof, then such Optionee's Option may be exercised to purchase the total number of Option Shares not previously purchased by the Optionee but only to the extent that rights to purchase Option Shares have vested in and are exercisable by the Optionee as at the date of such ceasing to be a Participant, provided such exercise occurs at any time on or before the earlier of the Normal Expiry Date and the date that is 21 days after the date the Optionee ceases to be a Participant due to the termination or ending of the Participant's office, directorship or employment or services agreement. Thereafter, the Option and all unexercised rights to acquire Option Shares thereunder, whether or not such rights have vested to and in favour of the Optionee, cease and expire and are of no further force and effect; or
(iii) by reason of the Optionee's termination without notice or entitlement to a period of notice of such termination or compensation in lieu thereof, the Optionee may exercise the Option to purchase Option Shares not previously purchased by the Optionee but only to the extent that rights to purchase Option Shares have vested in and are exercisable by the Optionee as at the date of such ceasing to be a Participant, provided that such exercise occurs at any time on or before the earlier of the Normal Expiry Date and the date that the Optionee ceases to be a Participant. Thereafter, the Option and all unexercised rights to acquire Option Shares thereunder, whether or not such rights have vested to and in favour of the Optionee, cease and expire and are of no further force and effect; or
(iv) by reason of the Optionee's termination, and the Optionee is entitled to reasonable notice of termination or compensation in lieu thereof, then:
- (A) the Optionee may exercise the Option to purchase Option Shares not previously purchased by the Optionee but only to the extent that rights to purchase Option Shares have vested in and are exercisable by the Optionee on or before the date of such ceasing to be a Participant, provided that such exercise occurs at any time on or before the earlier of the Normal Expiry Date and:
  - (I) where the Optionee is given a reasonable period of notice prior to termination, the date the Optionee ceases to be a Participant; or

31566756.2

B-6

(II) where the Optionee is paid compensation in lieu of reasonable notice of termination, the date that is 21 days after the Optionee ceases to be a Participant; and
(B) the Optionee is not entitled:
(I) to further time to exercise the Option during such reasonable notice period or during such specific notice period; or
(II) compensation in lieu thereof by way of general damages, or special damages, whether in contract, tort or otherwise.

Thereafter, the Option and all unexercised rights to acquire Option Shares thereunder, whether or not such rights have vested to and in favour of the Optionee, cease and expire and are of no further force and effect.

(e) With respect to subclause 6(d)(i), the rights under the Option exercisable after the death or disability of the Optionee, as therein specified, may be exercised by the person or persons to whom the Optionee's rights under the applicable Option Agreement pass by will or applicable law or, if no such person has such right, by the deceased or disabled Optionee's legal representatives.
(f) If the Optionee does not continue to be a director, officer, consultant or employee of the Resulting Issuer upon completion of the Corporation's Qualifying Transaction (as such terms are defined in the policies of the TSX Venture Exchange), the Options granted hereunder must be exercised by the Optionee within the later of 12 months after completion of the Qualifying Transaction and 90 days after the Participant ceases to become a director, officer, consultant or employee of the Resulting Issuer.
(g) An Optionee has no rights whatsoever as a shareholder in respect of any of the Option Shares (including any right to receive dividends or other distributions therefrom or thereon) other than in respect of Common Shares in respect of which the Optionee has exercised his Option to purchase thereunder, which the Optionee has actually taken up and paid for, and which have been duly issued to the Optionee and are outstanding as fully paid and non-assessable Common Shares.

7. CHANGES IN STOCK

In the event:

(a) of any change or proposed change in the Common Shares through subdivision, consolidation, reclassification, amalgamation, merger or otherwise;
(b) of any issuance, dividend or distribution to all or substantially all the holders of Common Shares of any shares, securities, property or assets of the Corporation other than in the ordinary course;
(c) that any rights are granted to holders of Common Shares to purchase Common Shares at prices materially below fair market value; or
(d) that as a result of any recapitalization, merger, consolidation or otherwise the Common Shares are converted into or exchangeable for any other shares or securities;

then in any such case:

(e) the Board will proportionately adjust the number of Option Shares available for Options, the number of Option Shares covered by outstanding Options, the securities or other property that may be acquired upon the exercise of an Option and the price per Option Share in such Option, or one

31566756.2

B-7

or more of the foregoing, to prevent substantial dilution or enlargement of the rights granted to, or available for, Optionees/Participants; and

(f) the Board, in its discretion, may determine that:
(i) all or any part of the unexercised and unvested outstanding Options granted under the Plan vest and are exercisable on a date specified by the Board and the unexercised and unvested portion of such Options are thereupon deemed to have been vested and are exercisable on and after the date so specified in respect of any and all Option Shares for which the Optionee has not exercised the Option (notwithstanding that an Option Agreement states that those Options are exercisable only during a later period or year); or
(ii) such Options may be exercisable for a limited period of time only and, if so, the Board will determine such period of time, and such determination or limitation, once made or set, is deemed to be incorporated into the applicable Option Agreement(s).

8. TAKEOVER BID

Notwithstanding the terms of any Option Agreement and Clause 6 of this Plan:

(a) where an unsolicited Offer for the Common Shares is made, all unexercised and unvested outstanding Options granted under the Plan vest and become immediately exercisable in respect of any and all Option Shares for which the Optionee has not exercised the Option (notwithstanding that an Option Agreement states that those Options are exercisable only during a later period or year); or
(b) where an Offer for the Common Shares (other than an unsolicited Offer) is made, the Board may by resolution and subject to regulatory approval accelerate the unmatured portions of any outstanding Options so that any unexercised and unvested Options granted under the Plan vest and become exercisable on such terms as the Board so determines (notwithstanding that an Option Agreement states that those Options are exercisable only during a later period or year).

For the purposes hereof, "Offer" means an offer made generally to the holders of the Corporation's voting securities in one or more jurisdictions to acquire, directly or indirectly, voting securities of the Corporation and which is in the nature of a "takeover bid" as defined in the Securities Act and, where the Common Shares are listed and posted for trading on a stock exchange, not exempt from the formal bid requirements of the Securities Act. For the purposes hereof, an "unsolicited Offer" means an Offer in respect of which neither the Board nor management of the Corporation solicited, sought out, or otherwise arranged for the offeror party to make such Offer. Any Option remaining unexercised following the earlier of the withdrawal of such Offer and the expiry of such Offer in accordance with its terms again becomes vested or unvested subject to the original terms of the Option Agreement as if the Offer had not been made.

9. BLACKOUT

In the event that the term of any Option expires during or within the five trading days after the termination of a securities trading blackout period, as set out in and imposed under the Corporation's "Insider Trading and Reporting Policy", as amended from time to time, the term of such Option shall be extended (the "Blackout Extension Term") for a period of 10 trading days from the expiry of the blackout period.

10. SALE OF ASSETS OR CHANGE IN CONTROL

Notwithstanding the terms of any Option Agreement and Clause 6 of this Plan, if:

(a) the Corporation sells or otherwise disposes of all or substantially of its assets; or

31566756.2

B-8

(b) any person who does not hold more than 20% of the issued and outstanding Common Shares acquires more than 20% of the outstanding Common Shares without the prior consent of the Board, in any way other than by way of takeover bid (which circumstance is addressed in Clause 8 of this Plan),

all unexercised, unvested and outstanding Options granted under the Plan vest and are immediately exercisable in respect of any and all Option Shares for which the Optionee has not exercised the Option (notwithstanding that an Option Agreement states that those Options are exercisable only during a later period or year). The Board, in its discretion, may determine whether such Options may be exercisable for a limited period of time only and, if so, the Board will determine such period of time and such determination or limitation, once made or set, is deemed to be incorporated into the applicable Option Agreement(s).

11. COMMON SHARES FULLY PAID AND NON-ASSESSABLE

All Common Shares issued upon the exercise of any Option are to be issued as fully paid and nonassessable Common Shares.

12. CONDITIONS OF ISSUANCE OF SHARES

(a) If at any time the Board or Committee (as the case may be) determines, in its discretion that:
(i) the registration or qualification of the Common Shares which are the subject of any Option Agreement upon, or the consent or approval of, any securities exchange or any stock exchange upon which the Common Shares are listed;
(ii) the registration or qualification under any laws of Canada or any Province thereof or of the United States or any state thereof or the consent or approval of any regulatory authority thereof;
(iii) evidence (in form and content satisfactory to the Board) of the investment intent of the Optionee; or
(iv) an undertaking of the Optionee as to the sale or disposition of such Option Shares that may purchased pursuant to an Option Agreement to the effect that such Option Shares once purchased are not to be traded by the Optionee for a specified period of time, is necessary or desirable as a condition of the issuance of any Option Shares pursuant to any Option Agreement, then the issuance of any Common Shares is not to be made unless and until such registration, qualification, consent, approval, evidence or undertaking has been effected or obtained free of any condition not acceptable to the Board or Committee.
(b) Any trade by the Optionee in any Common Shares issued to the Optionee pursuant to the Plan including, without limiting the generality of the foregoing, any sale or disposition for valuable consideration, and any transfer, pledge or encumbrance of any Common Shares issued to an Optionee pursuant to the Plan, is subject to such regulatory approvals and other restrictions under applicable securities laws and regulatory policies as may be required at the time of such trade. Accordingly, the Corporation makes no representation as to the ability of any Optionee to trade in such Common Shares.
(c) The Corporation cannot assure a profit or protect the Optionee against a loss on the Common Shares purchased under the Plan. The Corporation assumes no responsibility relating to any tax liability of the Optionee by reason of the exercise of any Option or any subsequent trade.

31566756.2

B-9

13. ACCOUNTS AND STATEMENTS

The Corporation will maintain records indicating the number of Options granted to each Optionee and the number of Options exercised under the Plan. Upon written request from an Optionee, the Corporation will furnish to that Optionee a statement indicating the number of Options held on his behalf.

14. RESTRICTION ON TRANSFER

The Options granted to an Optionee are personal and non-assignable and any rights in regard thereto cannot be transferred or assigned except upon the death of the Optionee as provided for in the Plan.

15. INTERPRETATION, AMENDMENT AND DISCONTINUANCE

The Board may interpret the Plan, prescribe, amend or rescind rules and regulations relating to it, and make all other determinations necessary or advisable for its administration. In the event of a conflict between the terms of the Plan and an Option Agreement, the terms of the Plan prevail. The Board may from time to time alter, suspend or discontinue the Plan provided that such alteration, suspension or discontinuance does not, except as specifically noted in this Plan or the Option Agreement, alter or impair any Option such Optionee may have under any Option Agreement previously executed and delivered by the Corporation and such Optionee. Any amendment to this Plan is subject to receipt of any necessary regulatory approvals and any amendment required by applicable law or regulatory policy to be approved by shareholders does not become effective until so approved. Subject to the foregoing provisions of this Clause, the Board may terminate the Plan at any time and, upon such termination, any outstanding Option remains exercisable in accordance with its terms as specified herein and in the Option Agreement.

16. WAIVER

No waiver by the Corporation of any term of this Plan or any breach thereof by an Optionee is effective or binding on the Corporation unless the same is expressed in writing and any waiver so expressed does not limit or affect its rights with respect to any other or future breach.

17. NOTICES

The manner of giving notices to the Corporation or to an Optionee is to be specified in the Option Agreement with such Optionee.

18. GENERAL

(a) This Plan and each Option granted under the Plan are to be governed by and construed in accordance with the laws of the Province of Alberta and any Option Agreement entered into pursuant to the Plan is to be treated in all respects as an Alberta contract.
(b) Nothing contained herein restricts or limits or is deemed to restrict or limit the rights or powers of the Board in connection with any allotment and issuance of shares in the capital stock of the Corporation which are not reserved for issuance hereunder.
(c) The Plan and any Option Agreement entered into pursuant hereto enure to the benefit of and are binding upon the Corporation, its successors and assigns. The interest of any Optionee hereunder or under any Option Agreement is not transferable or alienable by the Optionee either by assignment or in any other manner whatsoever and, during his lifetime, is vested only in him, but, subject to the terms hereof and of the Option Agreement, enures to the benefit of and is binding upon the legal personal representatives of the Optionee.

31566756.2

B-10

19. SHAREHOLDER APPROVAL AND EFFECTIVE DATE

Although this Plan is effective as and from the date hereof, each of the Option Agreements in respect of Options granted pursuant to this Plan is to contain a restriction to the effect that, where the Common Shares are listed and posted for trading on a stock exchange, no Common Shares are to be issued pursuant to the exercise of an Option unless and until this Plan is approved by shareholders of the Corporation (such restriction to be removed or deemed hereby to be of no further effect once shareholder approval is obtained).

Date : September 15, 2011

31566756.2

AI assistant

Stampede Drilling Inc. — Proxy Solicitation & Information Statement 2022

46468_rns_2022-04-19_4e7dc173-6952-4ed8-a645-c4351f6ed33e.pdf

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON

MANAGEMENT INFORMATION CIRCULAR

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

SHAREHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ACCOMPANYING FORM OF PROXY IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED THEREIN AND IN THE CIRCULAR AND RETURN IT IN THE ENVELOPE PROVIDED FOR THAT PURPOSE.

STAMPEDE DRILLING INC.

MANAGEMENT INFORMATION CIRCULAR

See " Notice-And-Access " below.

Advice to Beneficial Holders of Common Shares

Appointment and Revocation of Proxies

Exercise of Discretion by Proxies

Notice-And-Access

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

PARTICULARS OF MATTERS TO BE ACTED UPON

Financial Statements

Fixing the number of Directors of the Corporation

Election of Directors

Advance Notice By-law

Corporate Cease Trade Orders or Bankruptcies

Penalties or Sanctions

Appointment of Auditors

Approval of Option Plan

" BE IT HEREBY RESOLVED AS AN ORDINARY RESOLUTION THAT:

General

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

Governance and Compensation Committee

Compensation

Officer Compensation

Equity Incentive Plans

Director Compensation

Performance Assessment

Compensation Disclosure

Human Resources

Corporate Governance

Board Member and Chair Evaluation

Board Education

Board Committee Mandates

Disclosure

Board and Senior Officer Risk Management

Conflicts of Interest and Insider Trading

Officer Appointments

Objectives

Short Sales, Puts and Calls

Compensation Process

Components of Compensation

Base Salary and Benefits

Long-Term Incentives

NEO Compensation - Summary Compensation Table

Incentive Plan Awards

Option Plan

NEO Compensation - Outstanding Share-Based Awards and Option-Based Awards

NEO Compensation - Incentive Plan Awards - Value Vested or Earned During the Year

NEO Termination and Change of Control Benefits

Director Compensation

Director Summary Compensation Table

Director Compensation - Outstanding Share-Based and Option-Based Awards

Director Compensation - Incentive Plan Awards - Value Vested or Earned During the Year

Directors' and Officers' Liability Insurance and Indemnification

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

STATEMENT OF CORPORATE GOVERNANCE

Board

Independence of Directors

Chairman of the Board

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

THE AUDIT COMMITTEE

Composition of the Audit Committee

Relevant Education and Experience of Audit Committee Members

Murray Hinz – Chair

Diane Brickner, CIP, ICD.D

Stampede Drilling Inc. Proxy Solicitation & Information Statement 2022