NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON

MAY 14, 2026

MANAGEMENT INFORMATION CIRCULAR

APRIL 13, 2026

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 Western Canadian Place Conference Centre, South Tower, 3rd Floor, 700 – 9th Ave SW, Calgary, Alberta on Thursday, May 14, 2026 at 2:00 p.m. (Calgary time) for the following purposes:

to receive the financial statements of the Corporation for the financial year ended December 31, 2025 together with the auditors' report thereon;
to fix the number of directors to be elected at the meeting at seven (7);
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;
to consider and, if thought advisable, to pass, with or without variation, a special resolution authorizing the amendment of the Corporation's articles to consolidate the issued and outstanding Common Shares at such time and on such a basis as the board of directors of the Corporation may determine, provided that the consolidation not be greater than a 12 to 1 basis; 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, 2026 (the "Circular"). Shareholders are directed to read the Circular carefully in evaluating the matters for consideration at the Meeting.

All Shareholders of record as of April 7, 2026, 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, Odyssey Trust Company, by mail at 67 Yonge Street, Suite 1100, Toronto, Ontario M5E 1J8 Attn: Proxy Department, by fax to 1-800-517-4553 or by voting online in accordance with the instructions on the form of proxy no later than 2:00 p.m. (Calgary time) on May 12, 2026 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, 2026.

By Order of the Board of Directors

"Lyle Whitmarsh"

Lyle Whitmarsh

Chairman, President and Chief Executive Officer

STAMPEDE DRILLING INC.

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 Western Canadian Place Conference Center, South Tower, 3rd Floor, 700 – 9th Ave SW, Calgary, Alberta, on Thursday, May 14, 2026 at 2:00 p.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, 2026, 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 bank, broker, trust company, trustee or other intermediary, 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 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. A Beneficial Shareholder receiving a Voting Instruction Form cannot use that Voting Instruction Form to vote Common Shares directly at the Meeting. The Voting Instruction Form must be returned to the Intermediary 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 Intermediary to discuss whether this is possible and what procedures the Beneficial Shareholder should follow.

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 preceding the Meeting (excluding Saturdays, Sundays and holidays) 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 depositing a completed 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 submitting the form of proxy wishes to confer a discretionary authority with respect to any item of business then the space opposite the item must 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 registered Shareholder who has submitted 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 executed by the registered Shareholder revoking the form of proxy to:

(a) the Corporation at Suite 2600, 700 – 9th Avenue SW, South Tower, Calgary, Alberta T2P 3V4 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.

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 April 13, 2026, 196,193,166 Common Shares and no preferred shares were 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.

The Corporation has fixed April 7, 2026 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.

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, 2025, 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 seven. There are presently eight directors of the Corporation, each of whom will retire from office at the Meeting. Mr. Ross will not stand for re-election 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 seven.

Election of Directors

At the Meeting, Shareholders will be asked to elect seven 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 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 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, 2026. For additional information about each Nominee, see "About the Nominated Directors" below.

Name, Residence and Position with the Corporation	Present Principal Occupation, Business or Employment for the Previous Five Years	Director Since	Number of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly
Lyle Whitmarsh
Alberta, Canada
Chairman, President and Chief Executive Officer	Chairman, President and Chief Executive Officer of Stampede; 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	January 23, 2018	7,717,190
Thane Russell
Alberta, Canada
Lead Director	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	3,147,326
Murray Hinz(1)(3)
Alberta, Canada
Director	President of Marazul Consulting Inc. since November 2024; prior thereto, Senior Vice-President Finance & Administration of Parvus Therapeutics Inc. from April 2017 to November 2024, and President of Marazul Consulting Inc. from March 2015 to April 2017, and Advisor to Senior Executives of CanElson Drilling Inc. from August 2013 to March 2015.	April 7, 2021	79,900

Name, Residence and Position with the Corporation	Present Principal Occupation, Business or Employment for the Previous Five Years	Director Since	Number of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly
Terrance J. Owen^{(2)}
Alberta, Canada
Director	Chairman of Hammerstone Infrastructure Materials Ltd. ("Hammerstone"), a private aggregate material supply company from August 2020 to June 2024; prior thereto, Chairman and Chief Executive Officer of Hammerstone since February 2009. Hammerstone was part of the Brookfield Asset Management group of companies until the sale of the company in June 2024	September 15, 2011	1,284,779
Diane Brickner CIP, ICD.D^{(1)(2)}
Alberta, Canada
Director	Vice Chairman of Peace Hills Insurance (since 1990), The Alberta Lawyers Indemnity Association (since 2016), and Director of the Alberta Treasury Branch from 2019 until May 2021	May 17, 2022	93,750
Tim A. Beatty ICD.D^{(2)(3)}
Alberta, Canada
Director	President, CEO and Director of Rush Resources Ltd. since 2024 and Director at Aral Resources Ltd. since 2017; prior thereto, President, CEO and Director at Rising Tide Energy from 2024 to 2025	March 16, 2023	150,000
Kerri Beuk^{(3)}
Alberta, Canada
Director	Founder and Principal of Eleven Street Ventures; prior thereto, Chief Operating Officer PTW Energy Services Ltd. from January 2020 to December 2021; prior thereto, Vice President Operations AECOM from 2014 to 2019	March 16, 2023	48,000

Notes:
(1) Member of the Audit Committee. Murray Hinz is the Chair of the Audit Committee. Following the completion of the Meeting, the Board will appoint a new member of the Audit Committee effective May 14, 2026, in order to fill the vacancy resulting from the retirement of Drew Ross following the Meeting.
(2) Member of the Governance and Compensation Committee. Terrance J. Owen is the Chair of the Governance and Compensation Committee.
(3) Member of the Environmental, Health and Safety Committee. Tim A. Beatty is the Chair of the Environmental, Health and Safety Committee.

About the Nominated Directors

Lyle Whitmarsh, Chairman, President and Chief Executive Officer

Mr. Whitmarsh has over 35 years of energy industry experience. Mr. Whitmarsh previously held the position of President with Trinidad Drilling Ltd. from 2002 to 2008, and Chief Executive Officer and a member of the board of directors of Trinidad Drilling Ltd. until March 2017. Mr. Whitmarsh has many years of practical hands-on experience, starting as a rig floor hand in the early 1980s and evolving through various operational positions, advancing into supervisory roles, manufacturing, well servicing and later into prominent senior management positions. Mr. Whitmarsh played a vital role in a wide scope of endeavours including drilling depth ranges to 30,000 feet globally, including 3,000 foot wells in Southern Alberta. He has been responsible for the overall operation of 150 rigs. Recently, Mr. Whitmarsh served as an intermediary board member of Savanna Energy Services Corp. following its acquisition

by Total Energy Services Inc. and acted as President of Savanna Energy Services Corp. until July 2017. Mr. Whitmarsh has served in various capacities with the Canadian Association of Oilwell Drilling Contractors (CAODC) from 2005 to 2017 in Calgary, Alberta. Mr. Whitmarsh obtained his ICD.D designation from the Institute of Corporate Directors in November 2011. Mr. Whitmarsh was appointed to the position of Chairman of the Board on February 5, 2023.

Thane Russell, Lead Director

Mr. Russell has 37 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. Mr. Russell was appointed to the position of Lead Director of the Corporation on February 5, 2023.

Terrance J. Owen, Director

Mr. Owen was the Chairman of Hammerstone Infrastructure Materials Ltd. ("Hammerstone"), a private aggregate material supply company from August 2020 to June 2024. From February 2009 to March 2020, Mr. Owen was the Chairman, President and Chief Executive Officer of Hammerstone. Hammerstone was part of the Brookfield Asset Management group of companies until the sale of the company in June 2024. From June 1994 to January 2008, Mr. Owen held various executive positions with the Trimac group of companies, including serving as President and Chief Executive Officer of Trimac Transportation Services L.P. from February 2005 to January 2008. Mr. Owen was a partner with the law firm Macleod Dixon LLP (now Norton Rose Fulbright Canada LLP) practicing in the corporate/securities law area from July 1985 to May 1994. Past public company directorships of Mr. Owen include Trimac Transportation Services L.P., Boom Capital Corporation, Ranchero Resources Ltd. and Intermap Technologies Corporation. Mr. Owen also acted as counsel to Macleod Dixon LLP and was a member of the Strategic Advisory Committee of that firm prior to its merger with Norton Rose in 2011.

Murray Hinz, Director

Mr. Hinz is a Chartered Accountant with over 25 years of experience as a senior executive and providing business financial advisory services. Mr. Hinz was previously the Senior Vice-President Finance & Administration of Parvus Therapeutics Inc. ("Parvus"). Before joining Parvus, Mr. Hinz was the first Chief Financial Officer of CanElson Drilling Inc. ("CanElson") 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, the United States and Mexico. Mr. Hinz's career also includes diverse industry financial advisory experience working with PricewaterhouseCoopers LLP in Canada and Deloitte LLP in the Cayman Islands providing a wide variety of services including valuation, litigation support, forensic, restructuring and liquidation in Canada, United States, South America, Caribbean and the United Kingdom. In addition, he worked as a consultant providing financial management, business leadership and corporate strategy services to both private and public companies from the startup phase to larger organizations.

Diane Brickner, CIP, ICD.D, Director

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) and is currently the Vice Chairman and the Alberta Lawyers Indemnity Association (since 2016). Mrs. Brickner was a Director of the Alberta Treasury Branch from 2019 until May 2021. Mrs. Brickner has served on several publicly traded companies including CanElson 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 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).

Tim A. Beatty, P.Eng., ICD.D, Director

Mr. Beatty holds a BSc in Petroleum Engineering from Montana Tech University and is a Professional Engineer member with APEGA. Mr. Beatty has over 30 years of oil and gas experience in both the E&P and service sectors and more than 20 years directly related to the drilling industry and has been responsible for annual drilling budgets of $1 billion. Mr. Beatty has obtained his ICD.D designation and is currently President, CEO and Director for both Rising Tide Resources Ltd and Rush Resources Ltd. Mr. Beatty gained strong banking/financing knowledge when he sat on the board of directors of Bow Valley Credit Union. Mr. Beatty has successfully created several unique partnerships within the Indigenous communities where his organizations have conducted operations.

Kerri Beuk, Director

Mrs. Beuk is an executive business leader with 30 years of experience in the energy services industry. Mrs. Beuk is the Founder and Principal Consultant of Eleven Street Ventures, a Canadian-based business management firm focused on assisting start-ups/scale-ups in achieving growth and development through the provision of personalized financial solutions, business development strategies and other bespoke corporate services. Previously, Mrs. Beuk worked at PTW Energy Services Ltd. as Chief Operating Officer, where she was responsible for North American operations totalling a half billion in revenue and over 1,800 employees. Prior thereto, Mrs. Beuk held various positions throughout a decades-long career with AECOM (formerly Flint Energy Services Ltd./URS Corp.) progressively advancing to her final role of VP of Operations where she led the division's largest region that served more than 30 high-value clients throughout Western Canada. Mrs. Beuk earned her Haskayne Executive MBA degree in 2011 from the University of Calgary.

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 $10^{\text{th}}$ 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 15th 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.sedarplus.ca.

Corporate Cease Trade Orders or Bankruptcies

No Nominee is, as at the date of this Circular, or has been, within the 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including Stampede) that: (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case, that was in effect for a period of more than 30 consecutive days (an "Order"), that was issued while the Nominee was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to an Order that was issued after the Nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

No Nominee is, as at the date of this Circular, or has been within 10 years before the date of this Circular, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Personal Bankruptcies, Penalties or Sanctions

No Nominee, has, within the 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 proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such Nominee.

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 investor in making an investment decision.

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 of 10% of the issued and outstanding Common Shares may be reserved for the issuance of stock options ("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 15, 2025. No substantive changes have been made to the Option Plan since last approved by the Shareholders.

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, 2026, 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."

Approval of Share Consolidation

At the Meeting, Shareholders will be asked to consider and, if thought advisable, to pass a special resolution authorizing the amendment of the Corporation's articles to consolidate the issued and outstanding Common Shares at such time and on such a basis as the Board may determine, provided that the consolidation not be greater than a 12 to 1 basis (the "Share Consolidation").

If approved by the Shareholders, the Share Consolidation will only be implemented, if at all, upon a determination by the Board, made at anytime within 12 months following the date of Shareholder approval, that it is in the best interest of the Corporation to effect the Share Consolidation at such time. The Board may, however, determine not to implement the Share Consolidation at any time after the Meeting without further action on the part of, or notice to, the Shareholders.

Prior to making any amendment to effect the Share Consolidation, the Corporation will be required to obtain final approval of the Share Consolidation from the TSXV.

The Board recommends that Shareholders vote FOR the special resolution approving the Share Consolidation.

Principal Reasons for the Share Consolidation

The Board believes that any material reduction in the market price of the Common Shares may prevent important segments of the investor community and investing public from investing in the Common Shares. Many investors, including certain brokerage firms, view shares priced below a certain threshold as unduly speculative in nature and, as a matter of policy, avoid investment in such shares. As a result, the Board believes that any material reduction in the market price of the Common Shares may negatively impact the marketability and liquidity of the Common Shares.

The Share Consolidation may result in an increased trading price of the Common Shares, which the Board believes may, in turn, enhance the marketability and increase the liquidity of the Common Shares, if implemented at an appropriate time.

Principal Effects of the Share Consolidation

If implemented, the principal effects of the Share Consolidation would include the following:

(a) the fair market value of each Common Share may increase and will, in part, form the basis upon which further Common Shares or other securities of the Corporation will be issued;

(b) the number of issued and outstanding Common Shares will be reduced in a manner proportionate to the Share Consolidation ratio selected by the Board. Assuming a Share Consolidation ratio of 1 new Common Share for each 12 existing Common Shares, the current number of issued and outstanding Common Shares would be reduced from 196,193,166 Common Shares to approximately 16,351,764 Common Shares; and

(c) the exercise prices and the number of Common Shares issuable upon the exercise or deemed exercise of any Options will be automatically adjusted based on the Share Consolidation ratio selected by the Board.

As the Corporation currently has an unlimited number of Common Shares authorized for issuance, the Share Consolidation will not have any effect on the number of Common Shares of the Corporation available for issuance.

The Corporation will not be changing its name in conjunction with the Share Consolidation.

Risks Associated with the Share Consolidation

There can be no assurance that the per share market price of the Common Shares following the Share Consolidation will remain higher than the per share market price of the Common shares immediately prior to the Share Consolidation. The marketability and trading liquidity of the Common Shares post-Share Consolidation may not improve. The Share Consolidation may result in some Shareholders owning "odd lots" of less than 500 Common Shares which may be more difficult for such Shareholders to sell, or which may require greater transaction costs per Common Share to sell.

The implementation of the Share Consolidation is subject to regulatory approval, in particular, from the TSXV. There can be no assurance that such regulatory approval will be received on a timely basis, or at all.

No Fractional Common Shares

No fractional Common Shares will be issued in connection with the Share Consolidation. Where the Share Consolidation would otherwise result in a Shareholder being entitled to a fractional Common Share, the number of Common Shares issued to such Shareholder will be rounded down to the nearest whole number.

Notice of Share Consolidation and Letter of Transmittal

If the Share Consolidation is approved by the Shareholders and the TSXV, and subsequently implemented by the Board, registered Shareholders will be required to exchange their share certificates representing pre-Share Consolidation Common Shares for new share certificates or, alternatively, a DRS statement representing post-Share Consolidation Common Shares. The direct registration system ("DRS") is an electronic registration system which allows registered Shareholders to hold Common Shares in their name in book-based form, as evidenced by a DRS statement, rather than a physical share certificate.

In the event the Share Consolidation is effected, promptly following the effective date, registered Shareholders will receive a letter of transmittal. The letter of transmittal will contain instructions on how to surrender to the transfer agent the share certificate(s) representing the registered Shareholder's pre-Share Consolidation Common Shares. The transfer agent will send to each registered Shareholder who follows the instructions provided in the letter of transmittal, a new share certificate, or alternatively, a DRS statement, representing the post-Share Consolidation Common Shares to which the registered Shareholder is entitled, rounded down to the nearest whole number.

Until surrendered, each share certificate representing pre-Share Consolidation Common Shares will be deemed for all purposes to represent the number of whole post-Share Consolidation Common Shares to which the holder is entitled

as a result of the Share Consolidation. However, until a registered Shareholder has returned their properly completed and duly executed letter of transmittal and surrendered their pre-Share Consolidation share certificate(s), such registered Shareholder will not be entitled to receive any distributions, if any, that may be declared and payable to holders of record following the Share Consolidation.

Any Registered Shareholder whose pre-Share Consolidation share certificate(s) have been lost, destroyed or stolen will be entitled to a replacement share certificate only after complying with the requirements that the Corporation and its transfer agent customarily apply in connection with lost, stolen or destroyed certificates.

Beneficial Shareholders holding their Common Shares through an Intermediary should note that such Intermediary may have different procedures for processing the Share Consolidation than those that will be put in place by the Corporation for the registered Shareholders.

Special Resolution

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 Share Consolidation. In order to be passed, the ABCA requires that the Share Consolidation must be approved by way of a special resolution of the Shareholders, being a majority of not less than two-thirds (66 3/2%) of the votes cast by Shareholders who vote in respect of such resolution, in person or by proxy, at the Meeting.

The text of the resolution the Shareholders will be asked to consider and, if thought advisable, to pass at the Meeting in respect of the Share Consolidation is set forth below:

"BE IT HEREBY RESOLVED AS A SPECIAL RESOLUTION THAT:

(1) the Corporation is hereby authorized to file articles of amendment ("Articles of Amendment") pursuant to section 173(1)(f) of the Business Corporations Act (Alberta) (the "ABCA") to consolidate the issued and outstanding common shares (the "Common Shares") of the Corporation on the basis of 1 new Common Share for every 12 existing Common Shares of the Corporation or for such other lesser number of existing Common Shares that the directors, in their sole discretion, determine to be appropriate (the "Share Consolidation"), and in the event that the Share Consolidation would otherwise result in a holder of Common Shares holding a fraction of a Common Share, such holder shall not receive any whole new Common Shares for each such fraction, such amendment to become effective at a date in the future to be determined by the directors, when it is considered to be in the best interests of the Corporation to implement the Share Consolidation;

(2) any director or officer of the Corporation is hereby authorized and directed, for and in the name of and on behalf of the Corporation, to execute and deliver or cause to be delivered Articles of Amendment to the Registrar under the ABCA to give effect to the Share Consolidation at such time as the directors determine to implement the same;

(3) notwithstanding that this special resolution has been duly passed by the holders of the Common Shares, the directors of the Corporation may, in their sole discretion, revoke this special resolution in whole or in part at any time prior to its being given effect without further notice to, or approval of, the holders of the Common Shares; and

(4) any one director or officer of the Corporation is hereby authorized and directed, for and in the name of and on behalf of the Corporation, 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 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.

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 Chairman, President and Chief Executive Officer (the "CEO"), the Chief Financial Officer (the "CFO") and Corporate Secretary, the other most highly compensated executive officers 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, 2025, the Corporation's NEOs consisted of: (i) Lyle Whitmarsh – Chairman, President and CEO; (ii) Jeff Schab – CFO and Corporate Secretary; (iii) Terry Kuiper – Chief Operating Officer ("COO"); and (iv) Ed Oke – Vice-President Human Resources and Business Services.

Governance and Compensation Committee

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, Terrance J. Owen (Chair), Diane Brickner and Tim A. Beatty, all of whom are independent within the meaning of National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101").

The Board recognizes the importance of appointing knowledgeable and experienced individuals to the Governance and Compensation Committee who have the necessary background in executive officer compensation and risk management 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 Corporation's 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 NEO 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 information prior to its public disclosure. Without limiting the generality of the foregoing, the Governance and Compensation Committee has the following duties:

Compensation Matters

(a) periodically review and advise the Board (supported by internal or external experts at the discretion of the Committee) on: (i) current trends in industry-wide compensation practices in the Corporation's industry; and (ii) how the Corporation's compensation programs and practices compare to those of comparably sized companies in the industry, and in discharging this responsibility, the Committee shall take into account factors it deems appropriate from time to time, including the Corporation's business strategy and whether the effects of the compensation program create risks that are reasonably likely to have a material adverse effect on the Corporation and its business;

(b) review and make recommendations to the Board concerning corporate goals and objectives relevant to the determination of the Named Executive Officer's compensation;

(c) evaluate the Named Executive Officer's performance against those corporate goals and objectives, and make recommendations to the Board with respect to the Named Executive Officer's compensation based on its evaluation;

(d) review and recommend for Board approval, the appointment, compensation and other terms of employment (including any severance arrangements or plans, equity-based compensation and any benefits to be provided in connection with a change of control) of the Chief Executive Officer, including the adoption, amendment and termination of such agreements, arrangements or plans;

(e) review the recommendations of the Chief Executive Officer to the Committee concerning the appointment of all executive management reporting directly to the Chief Executive Officer and any other officers appointed by the Board and make recommendations to the Board with respect to any such appointments taking into account all appropriate factors including diversity values and objectives of the Corporation;

(f) review the recommendations of the Chief Executive Officer to the Committee concerning the compensation and other terms of employment (including any severance arrangements or plans, equity-based compensation and any benefits to be provided in connection with a change of control) of members of executive management, and if advisable, make recommendations to the Board with respect to such compensation and other terms of any employment agreements and any severance arrangements or plans;

(g) periodically review and make recommendations to the Board with respect to succession planning matters concerning the Chief Executive Officer and members of executive management, as well as general employee training and development programs;

(h) review and recommend for Board approval the remuneration (fees, retainers and/or incentive awards) to be paid or awarded, and the benefits to be provided if applicable, to members of the Board for service in applicable capacities;

(i) review and approve any compensation disclosure of the Corporation before it is publicly disclosed, including disclosure of the process undertaken by the Committee in respect of compensation matters;

(j) review and recommend for Board approval the adoption or amendment of equity-based compensation plans of the Corporation and make recommendations to the Board with respect to any grants under equity-based compensation plans of the Corporation;

(k) oversee the administration of any equity-based compensation, retirement savings, and benefit plans of the Corporation;

(l) periodically review and approve policies for management perquisites; and

(m) consider the potential risks associated with the Corporation's compensation policies and practices, as well as the adoption of organizational and individual objectives under such policies and practices, and take whatever actions are necessary to mitigate these risks to the greatest extent possible.

Corporate Governance Matters

(a) in consultation with the Chair of the Board and the Lead Director, ensure that an appropriate system is in place to formally and regularly evaluate the effectiveness of the Board, as well as the committees of the Board and individual directors, with a view to ensuring that they are fulfilling their respective responsibilities and duties and working together effectively;

(b) recommend procedures to ensure that the Board and committees of the Board function independently of management;

(d) periodically review overall governance principles, monitor disclosure and best practices of comparable and leading companies, and bring forward to the Board, as appropriate, corporate governance issues for review, discussion or action by the Board or a committee thereof;

(e) annually review the mandate of the Board and request that each Board committee chair confirm the annual review of their respective charter and periodically review the position descriptions of the Chair of the Board, the chair of each committee of the Board, the Lead Director, and the Chief Executive Officer, to ensure compliance with the applicable requirements, and where necessary recommend changes to the Board for approval;

(f) periodically review the Corporation's Disclosure Policy, Insider Trading and Reporting Policy, Social Media Policy, Whistleblower Policy, the Code, and similar or other governance policies of the Corporation, to ensure compliance with the applicable requirements, and where necessary, or desirable on account of evolving governance practices that are appropriate for the Corporation, recommend changes, or the adoption of further policies, to the Board for approval;

(g) monitor conflicts of interest (real or perceived) of members of the Board and management in accordance with the Code and report to the Board on compliance with, material departures from, and investigations and any resolutions of complaints received under, the Code and approve waivers from the Code as the Committee considers necessary and appropriate, and where necessary recommend changes to the Board for approval;

(h) develop, review, monitor and make recommendations regarding new director orientation and the continuing education of existing directors;

(i) review and approve any material governance disclosure of the Corporation before it is publicly disclosed;

(j) review all shareholder proposals submitted to the Corporation (including any proposal relating to the nomination of a member of the Board) and the timeliness of the submission thereof and recommend to the Board appropriate action on each such proposal;

(k) oversee the Corporation's approach to appropriately addressing potential risks related to governance matters; and

(l) take such other actions regarding the Corporation's corporate governance that the Committee or the Board shall reasonably deem to be appropriate and in the best interests of the Corporation or otherwise necessary in accordance with the applicable requirements.

Nomination Matters

(a) establish policies and procedures for: (i) identifying and selecting potential nominees for the Board; and (ii) considering all nominees to the Board including those recommended by shareholders;

(b) develop a long-term succession plan for the Board and annually, or as required, identify and recruit potential nominees for election or appointment to the Board and, after considering: (i) the results of the Board and director effectiveness evaluation process; (ii) the competencies, skills and other qualities that the Committee considers to be necessary for the Board as a whole to possess, the competencies, skills and other qualities that the Committee considers each existing director to possess, and the competencies, skills and other qualities each new nominee would bring to the Board; (iii) the amount of time and resources that nominees have available to fulfill their duties as a Board member; (iv) diversity values and objectives of the Corporation; and (v) the independence or other requirements under the applicable requirements; recommend to the Board the individual nominees for consideration by, and presentation to, the shareholders at the Corporation's next annual meeting of shareholders or appointment to the Board between such meetings;

(c) periodically, and not less than annually, undertake an assessment of, and make an assessment with respect to, the independence of the members of the Board and examine the proportion of independent directors on the Board, with a view to determining the impact of the number of independent directors on the effectiveness of the Board and the ability of the Board to act independently of management, and recommend to the Board, if necessary, a reduction or increase in the number of independent directors;

(d) periodically undertake an examination of the size of the Board and each Board committee, with a view to determining the impact of the number of directors on the effectiveness of the Board and its committees in fulfilling their responsibilities, and recommend to the Board, if necessary, a reduction or increase in the size of the Board or any Board committee;

(e) annually, or as required, recommend to the Board the individual directors to serve on (or to depart from) the standing committees of the Board, after considering: (i) the qualifications for membership on each committee; (ii) the extent to which there should be a policy of periodic rotation of directors among the committees; (iii) the results of the committee and director effectiveness evaluation process; and (iv) the number of boards and other committees on which the directors serve;

(f) periodically examine and make recommendations to the Board in relation to mechanisms of Board renewal;

(g) annually: (i) assess the effectiveness of the Board appointment/nomination process at achieving the diversity values and objectives of the Corporation; and (ii) consider and, if determined advisable, recommend to the Board for adoption, measurable objectives for achieving diversity on the Board;

(h) recommend for Board approval the removal of a director from the Board or from a committee of the Board if they are no longer qualified to serve as a director under applicable requirements or for any other reason the Committee considers appropriate; and

(i) review and approve any director nomination disclosure of the Corporation before it is publicly disclosed.

Compensation Objectives

The Board recognizes that employee compensation is a fundamental component of a broader human resources strategy for the Corporation. The main objective of the Corporation's compensation program is to attract, motivate and retain highly qualified and competent executives and employees who can successfully execute the Corporation's strategic plan. In making its compensation decisions, the Governance and Compensation Committee considers the annual objectives, strategic plans, and long-term interests of the Corporation and its stakeholders. Based on these considerations, compensation is designed, reviewed, and adjusted in response to the performance of executives and employees of the Corporation and in response to general business conditions. The Governance and Compensation

Committee makes specific recommendations to the Board with respect to compensation awarded to its executive officers. The total compensation program adopted by the Corporation must also meet the following objectives:

(a) fundamentally support the Corporation's human resources strategy, specifically including the ability to recruit and retain employees who have the skills, ability, and experience required to create value for the Corporation and its shareholders;

(b) clearly align corporate objectives with employee compensation so that it drives performance and dedication to the successful achievement of the Corporation's business strategy;

(c) be comprehensive in its design and consistent in its application so that it addresses all the elements of compensation important to executives and employees as well as the Corporation and eliminates any confusion or lack of clarity as to how compensation decisions are made or managed by the Corporation;

(d) be competitive within a market that is comprised of both direct and indirect competitors for talent and provide the flexibility to respond to rapidly changing business conditions; and

(e) consider the life cycle development of the Corporation while maintaining a strict level of financial prudence.

In 2023, the Governance and Compensation Committee worked with executive management and external consultants to conduct a comprehensive review of its total compensation structure to ensure that the program was meeting the afore-mentioned objectives and delivering a level of compensation to executives and employees that is competitive and reflective of the Corporation's performance and scope of operations. The decision to conduct this review was initiated following the acquisition of six drilling rigs and related assets by the Corporation from a private company in the fall of 2022, which significantly increased the scope of the Corporation's operations. Based on this review, several changes were recommended to the Board by the Governance and Compensation Committee and approved in September 2023. These changes are described in more detail in the following sections.

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, management, and other employees. The Governance and Compensation Committee takes those recommendations into consideration when making the final decisions on compensation for executive officers, which they then recommend to the Board for approval. Compensation for the President and CEO is developed and recommended by the Governance and Compensation Committee to the Board for approval.

Executive Compensation – Related Fees

In making its compensation decisions, the Governance and Compensation Committee strives to find an appropriate balance between short-term and long-term compensation considering the performance of the Corporation. The Governance and Compensation Committee believes that short-term compensation, which includes base salary and annual cash bonuses, are designed to provide a base level of compensation and reward annual performance against defined business objectives. Long-term compensation, which is awarded in the form of stock options, is designed to motivate executives to build value for Shareholders over a longer period by aligning their economic interests. Long-term compensation also provides a retention element for eligible employees.

From time to time, the Governance and Compensation Committee may engage external compensation consultants to assist in the determination of compensation program elements, compensation levels for executive officers and/or directors. In addition, management may also engage external advisors to assist in the determination of compensation for staff and field level employees and/or participate in external surveys to gather relevant market information that is necessary for the ongoing management of the business. The Corporation retained Mercer Canada Ltd. ("Mercer") in 2021 as its external compensation consultant for compensation advice and support and paid the following fees to Mercer for 2024 and 2025:

Description	2024 Expense Incurred	2025 Expense Incurred
Executive compensation related fees	$5,250	$5,250
All other fees	$16,275	$0

Compensation Risk Management

As part of its total compensation program, the Governance and Compensation Committee conducts an annual risk assessment of the Corporation's compensation plans, policies and procedures. The purpose of this assessment is to ensure that the compensation program motivates activities and behaviors that are aligned with shareholder interests and do not result in unintended consequences that could damage the Corporation's financial position or harm its reputation with Shareholders and other stakeholders. In conducting this assessment, the Governance and Compensation Committee examines several factors including: (i) compensation philosophy; (ii) pay mix; (iii) performance measures; (iv) verification of performance measures; (v) historical performance; (vi) program communication; and (vii) general oversight and use of market-based information. For 2025, the Governance and Compensation Committee determined that the Corporation's compensation program complies with all best practices and did not find any areas that constituted a risk to the Corporation.

In addition, the Corporation maintains an Insider Trading and Reporting Policy which stipulates that all 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.

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, tenure with the Corporation and the Governance and Compensation Committee's assessment of any other factors presented to it by the President and CEO for consideration. The Corporation's compensation program has three basic elements: (i) base salary and benefits; (ii) short-term incentives in the form of annual cash bonuses and cash-settled restricted share units ("RSUs"); and (iii) long-term incentives in the form of Options.

The Governance and Compensation Committee does not use strict formulas in determining the amount and mix of compensation and uses both quantitative and qualitative factors such as reliability in delivering on financial and growth targets, a track record of integrity, good judgement and leadership, as well as the vision and ability to create shareholder value in a prudent and measured approach. 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, the market value of any Options to be granted and the relevant market data for other executives in the energy services sector that have similar responsibilities.

Base Salary and Benefits

Base salary is intended to provide Named Executive Officers with basic compensation that is consistent with the individual's level of responsibility, skills, ability, knowledge and experience; the contribution expected from each individual in their assigned role; and general sector compensation practices for individuals in the applicable position, all with a view to attracting and retaining the Named Executive Officers who can execute the Corporation's strategy. 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, if applicable performance criteria are achieved.

As part of the compensation program, the Governance and Compensation Committee annually reviews the base salaries of the Named Executive Officers, and other employees, to ensure that they are competitive within the energy services industry for comparably sized companies and reflective of other general market factors. Based on the recommendation of the Governance and Compensation Committee, the Board approved salary adjustments for the

Named Executive Officers that became effective January 1, 2025. See "NEO Compensation – Summary Compensation Table" below.

The benefits package for Named Executive Officers consists of an extended health and dental plan, life insurance, disability insurance, a vehicle allowance or personal use of a company owned vehicle, parking, and a group registered retirement savings plan. Under the group registered retirement savings plan, the Corporation will match employee contributions up to a maximum of 5% of the employee's base salary or the regulatory maximum, whichever is less. The Corporation's matching contributions are used to purchase Common Shares through a stock fund within the group plan. The Governance and Compensation Committee reviews all benefit and retirement savings plans annually to ensure they are comparable to benefits provided to executive officers of other comparably sized publicly traded energy service companies in Canada. Based on the recommendation of the Governance and Compensation Committee, the Board approved an increase in the Corporation's matching contribution for executive employees (including the NEOs) to a maximum of 10% of the executive employee's base salary, commencing January 1, 2026. This decision was taken after a review of relevant market data and with the intent to increase executive employee stock ownership over time.

The Named Executive Officers participate in the same health benefit plans and registered retirement savings plan as all other employees of the Corporation. 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, 2025, 2024 or 2023.

Short-Term Incentives

The Corporation may award short-term incentives to Named Executive Officers each year based on a combined assessment of the Corporation's performance and the individual's personal performance. Short-term incentive compensation is intended to motivate Named Executive Officers to meet and exceed annual business objectives that are developed in conjunction with the Corporation's strategic plan. The Governance and Compensation Committee reviews (and approves with any amendments considered appropriate) the detailed recommendations of the President and CEO regarding the other Named Executive Officers' corporate and personal accomplishments each year. These short-term incentives are intended to ensure that a portion of a Named Executive Officer's compensation correlates with the achievement of corporate objectives and typically varies with actual performance in any given year. The President and CEO will also provide a summary recommendation to the Governance and Compensation Committee for short-term incentive awards for other eligible employees of the Corporation based on a combination of corporate and personal performance. After receiving recommendations for the Named Executive Officers and other eligible employees, the Governance and Compensation Committee will then review the performance of the President and CEO and make a detailed recommendation to the Board for all eligible employees including the President and CEO. Ultimately, the award of any short-term incentives is at the sole discretion of the Board, based upon the recommendations of the Governance and Compensation Committee.

At the beginning of 2025, the President and CEO recommended to the Governance and Compensation Committee a number of business objectives to be connected to the payment of short-term incentives for the 2025 financial year. These objectives focused on several key areas including: (i) financial performance; (ii) operational performance; (iii) health and safety performance; and (iv) measured growth initiatives. After review and discussion with management, the Governance and Compensation Committee recommended these objectives to the Board which were subsequently approved. Performance against these objectives was periodically reviewed by the Governance and Compensation Committee during 2025. After the completion of the 2025 financial year, the Governance and Compensation Committee conducted a full review of the Corporation's performance, received the recommendations from the President and CEO for the Named Executive Officers and other eligible employees and determined that it was appropriate to recommend to the Board a short-term incentive award for the Named Executive Officers and other eligible employees in respect of 2025, which was subsequently approved by the Board.

As part of the compensation program review conducted in 2023, the Governance and Compensation Committee adjusted the short-term incentive levels for the Named Executive Officers to increase the percentage of cash compensation "at risk" for the Named Executive Officers. In conjunction with these adjustments, the Governance and Compensation Committee also recommended to the Board that 25% of any short-term incentive awards payable to the Named Executive Officers would be issued as cash-settled RSUs and the remaining 75% would be paid in cash. The Board believes that this approach creates added alignment between the Named Executive Officers and

Shareholders as well as adding a retention element to the short-term incentive plan. In March 2024, the Board approved a cash-settled RSU plan, to be applied for short-term incentive plan awards, which stipulates the terms and conditions for the RSUs to be issued to the Named Executive Officers. Generally, the RSUs have a 3-year term and vest one-third per year over the term and will be settled in cash at the time of vesting based on the 5-day volume weighted average price of the Common Shares at the time of vesting. The RSU Plan is discussed further under "Incentive Plan Awards – RSU Plan" below.

Long-Term Incentives

The issuance of Options to Named Executive Officers is intended to encourage Common Share ownership and a culture that will result in the creation of long-term shareholder value, which ultimately increases the market value of the Corporation. The Option Plan is discussed further under "Incentive Plan Awards – Option Plan" below.

Based on the recommendation of the Governance and Compensation Committee, Options are awarded by the Board to new eligible employees at the commencement of employment with the Corporation, taking into consideration the eligible employee's level of responsibility within the Corporation, their skills and abilities, and relevant competitive market data for similar positions within the energy services industry. Additional grants may be made periodically to eligible employees to ensure that the number of Options granted to any individual is commensurate with the individual's ongoing level of responsibility within the Corporation. When determining Options to be allocated to each individual executive officer, several factors are 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, the total number of available Options for grant, and relevant competitive market data for similar positions within the energy services industry.

As part of the compensation program review conducted in 2023, the Governance and Compensation Committee considered whether the use of Options as the primary method of awarding long-term incentives was still appropriate for the Corporation or whether the use of other long-term incentives such as whole unit share plans (e.g. performance share units) would be advisable or beneficial to the Corporation. Upon review and discussion, the Governance and Compensation Committee determined that the use of Options was still most reflective of the Corporation's stage of development and provided the most alignment between the Named Executive Officers and Shareholders. Accordingly, the Board decided against using any whole unit share plans at that time except for the addition of cash-settled RSUs to the short-term incentive plan payment structure for NEOs as described above.

To ensure that Options provide a long-term incentive, all Options granted carry a 5-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 number of Options to be granted by the Corporation, as well as the grant date(s) and vesting schedules associated with those Options. While 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.

Options granted to executive officers, directors and employees between January 1, 2023, and December 31, 2025, are detailed below:

Period	Number of Options Granted to Named Executive Officers	Number of Options Granted to Directors and Other Employees
January 1, 2023 – December 31, 2023	150,000	1,970,000
January 1, 2024 – December 31, 2024	2,870,000	2,400,000
January 1, 2025 – December 31, 2025	900,000	0

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, 2025, 2024 and 2023, as applicable, in respect of the NEOs.

					Non-equity incentive plan compensation ($)
Name and Principal Position	Year	Salary ($)	Share - based awards(1) ($)	Option-based awards(2) ($)	Annual Incentive Plans(3)	Long-term Incentive Plans	Pension Value ($)	All other Compensation(4) ($)	Total Compensation ($)
Lyle Whitmarsh	2025	437,000	109,250	13,050	327,750	-	-	13,398	900,448
Chairman, President and CEO	2024	425,000	80,250	104,400	240,750	-	-	15,370	865,770
	2023	390,527	82,000	-	246,000	-	-	20,718	739,245
Jeff Schab	2025	270,000	50,625	6,525	151,875	-	-	42,265	521,290
CFO and Corporate Secretary	2024	250,000	37,750	80,388	113,250	-	-	42,056	523,444
	2023	211,079	36,250	-	108,750	-	-	41,829	397,908
Terry Kuiper	2025	310,000	58,125	6,525	174,375	-	-	44,372	593,397
COO	2024	300,000	46,250	62,640	138,750	-	-	44,198	591,838
	2023	248,290	43,500	30,543	130,500	-	-	39,993	492,695
Ed Oke(5)VP HR and Business Services	2025	260,000	-	32,625	-	-	-	41,741	334,366
	2024	197,917	35,250	52,200	105,750	-	-	121,361	512,478

Notes:
(1) Represents the Board's determination of the fair value on the date of grant of the RSUs awarded to the NEOs under the RSU Plan. The actual value realized upon the vesting and payment for these awards may be greater or less than the grant date fair value indicated. Commencing in 2023, $25\%$ of any annual bonus awarded to an NEO is paid in the form of RSUs, with the remaining $75\%$ of the NEO's annual bonus being paid in cash (see the "Annual Incentive Plans" column in this table).
(2) 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 2025 were stock price volatility of $123\%$ , risk free interest rate of $2.85\%$ , no dividend yield, a forfeiture rate of $15\%$ , and an expected life of five (5) years; (ii) in 2024 were stock price volatility of $129\%$ , risk free interest rate of $3.64\%$ , no dividend yield, a forfeiture rate of $15\%$ , and an expected life of five (5) years; and (iii) in 2023 were stock price volatility of $131\%$ , range of risk free interest rates of $3.29\%$ to $3.87\%$ , no dividend yield, a forfeiture rate of $15\%$ , and an expected life of five (5) years.
(3) Represents the cash portion of annual bonuses earned by, and paid to, each NEO. Commencing in 2023, $75\%$ of any annual bonus awarded to an NEO is paid in cash, with the remaining $25\%$ of the NEO's annual bonus being paid in the form of RSUs (see the "Share Based Awards" column in this table).
(4) Represents: (i) vehicle allowances or the dollar value associated with the personal use of a company owned vehicle; (ii) the employer match portion of the Corporation's Group RRSP program; and (iii) the Corporation's cost of benefits. 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 for the financial years ended December 31, 2025, 2024 or 2023.
(5) Ed Oke was appointed Vice-President Human Resources and Business Services effective March 15, 2024. Prior to that Mr. Oke provided consulting services to the Corporation and his consulting fees for the period January 1, 2024 – March 14, 2024, are reported under "All Other Compensation" for 2024. Mr. Oke voluntarily resigned from his employment with the Corporation effective January 16, 2026.

Incentive Plan Awards

Option Plan

Under the Option Plan, the Board may from time to time, in its sole discretion and in accordance with the requirements of the TSXV, grant Options to directors, officers, employees and consultants of the Corporation. As of December 31, 2025, Options to purchase an aggregate of 18,287,500 Common Shares were outstanding pursuant to the Option Plan, representing 9.32% of the issued and outstanding Common Shares, and there remained 1,334,616 Options available for grant, representing 0.68% 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 all persons 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 $0.05, 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.

As part of the compensation program review conducted in 2023, the Board determined that all Option grants issued commencing January 1, 2024, will have a 5-year term; vest as to one-quarter on the date of grant and one-quarter on each of the first, second and third anniversary of the grant; and that the exercise price will be the 5-day volume weighted average share price of the Common Shares immediately preceding the date of grant, provided that such exercise price shall not be less than the Discounted Market Price (as defined in Policy 1.1 – Interpretation of the TSX-V Corporate Finance Manual) of the Common Shares as provided for in Section 4.8 of Policy 4.4 – Security Based Compensation of the TSX-V Corporate Finance Manual or such other minimum price as may be required or permitted by the TSXV. In 2023, the Board awarded Option grants to several eligible directors, NEOs and employees. After discussion with the President and CEO and considering the most recent Common Share financing completed by the Corporation on August 23, 2022, pursuant to which, the Corporation completed a public offering of 83,202,000 Common Shares at a price of $0.32 per Common Share for aggregate gross proceeds of approximately $26.6 million (as further detailed in the Corporation's press releases dated August 3, 2022 and August 23, 2022, available on SEDAR+ at www.sedarplus.ca), the Board decided to award those grants with an exercise price of $0.32 per Option which was above the 5-day volume weighted average share price of the Common Shares and the minimum price allowed by the TSXV at the time of grant. This decision was made to create better alignment between the Options granted to these eligible directors, NEOs and employees and the Shareholders.

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, 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 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.

RSU Plan

Under the Restricted Share Unit Plan (the "RSU Plan"), the Board may from time to time, in its sole discretion, grant RSUs to certain eligible directors, officers, employees and consultants of the Corporation. Each RSU represents the right to receive a payment of cash equal to the 5-day volume weighted average share price of the Common Shares, less any applicable taxes and other source deductions required to be withheld, at the date of vesting. The RSU Plan is structurally aligned with the interests of Shareholders given that the value of the RSUs is determined by the market value of the Common Shares.

RSUs terminate immediately if a participant ceases to be a director, officer, or employee of the Corporation due to voluntary resignation or termination with cause. If the employment of a participant is terminated due to death, permanent disability, a change of control, or termination without cause then all unvested RSUs will vest immediately and be settled in accordance with the terms of the RSU Plan. If a participant retires from the employment of the Corporation, as defined in the RSU Plan, then any unvested RSUs at the time of retirement will continue to vest and be payable in accordance with the terms of the RSU Plan. Notwithstanding the foregoing, if a participant "retires" but then joins a competitor of the Corporation, as determined at the sole discretion of the Board, such participant's RSUs will terminate effective immediately. Typically, RSUs are granted with a 3-year vesting schedule and vest as to one-third on the first, second and third anniversary of the date of grant.

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

The following table sets forth information with respect to outstanding option-based awards and share-based awards for each of the Named Executive Officers that were outstanding as at December 31, 2025.

Name	Option-Based Awards				Share-Based Awards
	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(3) (#)	Market or payout value of share-based awards that have not vested(4) ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Lyle Whitmarsh	450,000	0.21	March 28, 2026	-	808,518	101,065	-
	2,350,000	0.32	October 6, 2027	-	-	-	-
	1,000,000	0.24	May 15, 2029	-	-	-	-
	200,000	0.15	May 27, 2030	-	-	-	-

Name	Option-Based Awards				Share-Based Awards
	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(3) (#)	Market or payout value of share-based awards that have not vested(4) ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Jeff Schab	300,000	0.21	March 28, 2026	-	373,665	46,708	-
	630,000	0.32	October 6, 2027	-	-	-	-
	770,000	0.24	May 15, 2029	-	-	-	-
	100,000	0.15	May 27, 2030	-	-	-	-
Terry Kuiper	250,000	0.21	March 28, 2026	-	455,183	56,898	-
	900,000	0.32	October 6, 2027	-	-	-	-
	150,000	0.32	May 15, 2028	-	-	-	-
	600,000	0.24	May 15, 2029	-	-	-	-
	100,000	0.15	May 27, 2030	-	-	-	-
Ed Oke	500,000	0.24	May 15, 2029	-	251,786	31,473	-
	500,000	0.15	May 27, 2030	-	-	-	-

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, 2025, of $0.125, being the last day which the Common Shares traded in 2025, and the exercise price of the Options.
(3) Represents the number of RSUs awarded to the NEOs under the RSU Plan.
(4) The "market or payout value" of share-based awards is the number of awards multiplied by the closing market price of the Common Shares on the TSXV on December 31, 2025, of $0.125, being the last day which the Common Shares traded in 2025.

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, 2025.

Name	Option-Based Awards - Value vested during the year ($)(1)	Share-based awards - Value vested during the year ($)(2)	Non-equity incentive plan compensation - Value earned during the year ($)(3)
Lyle Whitmarsh	-	16,971	327,750
Jeff Schab	-	7,502	151,875
Terry Kuiper	-	9,003	174,375
Ed Oke	-	-	-

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.
(2) Represents the Board's determination of the fair value of RSUs awarded to the NEOs under the RSU Plan. The Board's determination of the fair value of the RSUs is determined on the date of grant of the RSUs and the actual value realized upon the vesting and payment for these awards may be greater or less than the grant date fair value indicated.
(3) Represents cash bonuses earned.

NEO Termination and Change of Control Benefits

As part of the compensation program review conducted in 2023, the Governance and Compensation Committee determined that it would be in the mutual interest of the Corporation and the Named Executive Officers to develop and execute Executive Employment Agreements (the "EEAs") with each of the NEOs. The Governance and Compensation Committee worked with external legal and human resource consultants to develop an EEA which it believes protects the interests of the Corporation while providing the NEOs with certain assurances related to employment termination and/or change of control events. Based on the recommendation of the Governance and Compensation Committee, the Board approved EEAs for each of Mr. Whitmarsh, Mr. Schab and Mr. Kuiper which were then executed and made effective September 11, 2023. Mr. Oke was appointed to his position effective March 15, 2024, and the Corporation executed an EEA with him on that date.

The EEAs for Mr. Whitmarsh, Mr. Schab, Mr. Kuiper, and Mr. Oke provide, among other customary things, for a one-year non-compete provision, one-year non-solicitation provision, and restrictions on the disclosure of confidential information and the protection of intellectual property in the event that the NEO's employment is terminated for any reason. No severance payments will be made to Mr. Whitmarsh, Mr. Schab or Mr. Kuiper if they voluntarily terminate their employment with the Corporation or their employment is terminated due to death, disability or for cause. As Mr. Oke voluntarily resigned from his employment with the Corporation effective January 16, 2026, no severance payment was made to Mr. Oke.

In the event that the employment of Mr. Whitmarsh is terminated without cause by the Corporation or for good reason as defined in the EEA, then the Corporation agrees to provide Mr. Whitmarsh with a severance payment that consists of: (i) 24 months of base salary; (ii) the value of 24 months of incentive payment which is calculated at the average of the incentive payments paid to Mr. Whitmarsh in the 2 years immediately preceding the termination date; (iii) a pro-rated portion of the incentive payment up to the termination date for the current plan year in which the termination occurs calculated at the average of the incentive payments paid to Mr. Whitmarsh in the 2 years immediately preceding the termination date; and (iv) continuation of Mr. Whitmarsh's benefits for 24 months or a lump sum payment of 15% of 24 months of base salary in recognition of lost benefits. In return for these benefits, Mr. Whitmarsh agrees to execute a full and final release that is satisfactory to the Corporation.

In the event that the employment of Mr. Schab or Mr. Kuiper is terminated without cause by the Corporation or for good reason as defined in the EEA, then the Corporation agrees to provide Mr. Schab or Mr. Kuiper, as applicable, with a severance payment that consists of: (i) 18 months of base salary; (ii) the value of 18 months of incentive payment which is calculated at the average of the incentive payments paid to Mr. Schab or Mr. Kuiper in the 2 years immediately preceding the termination date; (iii) a pro-rated portion of the incentive payment up to the termination date for the current plan year in which the termination occurs calculated at the average of the incentive payments paid to Mr. Schab or Mr. Kuiper in the 2 years immediately preceding the termination date; and (iv) continuation of Mr. Schab's or Mr. Kuiper's benefits for 18 months or a lump sum payment of 15% of 18 months of base salary in recognition of lost benefits. In return for these benefits, Mr. Schab and Mr. Kuiper agree to execute a full and final release that is satisfactory to the Corporation.

In the event of a change of control as defined in the EEA, each of Mr. Whitmarsh, Mr. Schab and Mr. Kuiper may, within 180 days following the effective date of the change of control, terminate their EEA and employment with the Corporation by providing the Corporation with 90 days advance written notice. In such circumstances, the NEO exercising such right would be entitled to receive a severance payment equivalent to that which would be payable if the NEO was terminated without cause as previously described.

The amount of severance payable to each of the Named Executive Officers, and the value of outstanding option and share based awards, as at December 31, 2025, is detailed more fully below:

Named Executive Officer	Cash Severance payable in the event of: Termination Without Cause; Termination for Good Reason; or a Termination due to a Change of Control	Option and Share Based Awards Value in the event of Termination Without Cause or Termination for Good Reason	Option and Share Based Awards Value in the event of a Termination due to a Change of Control
Lyle Whitmarsh	$1,978,600	$101,065	$101,065

Named Executive Officer	Cash Severance payable in the event of: Termination Without Cause; Termination for Good Reason; or a Termination due to a Change of Control	Option and Share Based Awards Value in the event of Termination Without Cause or Termination for Good Reason	Option and Share Based Awards Value in the event of a Termination due to a Change of Control
Jeff Schab	$835,750	$46,708	446,708
Terry Kuiper	$983,500	$56,898	$56,898

Director Compensation

The table below outlines the Corporation's director fee schedule for 2025.

Role	Base Amount
Non-Executive Director	$35,000 annual retainer
	Additional Amounts
Non-Executive Chair of the Board	$15,000 annual retainer
Lead Director	$10,000 annual retainer
Audit Committee Chair	$5,000 annual retainer
Governance and Compensation Chair	$5,000 annual retainer
Environmental, Health and Safety Committee Chair	$2,500 annual retainer
Payment for serving on two or more Board committees	$2,500 annual retainer

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, 2025, no Options were granted 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, 2025.

Name(1)	Fees earned ($)	Share-based awards ($)	Option-based awards(2) ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other Compensation ($)	Total ($)
Thane Russell	45,000	-	-	-	-	-	45,000
Murray Hinz	42,500	-	-	-	-	-	42,500
Terrance J. Owen	40,000	-	-	-	-	-	40,000
Diane Brickner	37,500	-	-	-	-	-	37,500
Tim A. Beatty	40,000	-	-	-	-	-	40,000
Kerri Beuk	35,000	-	-	-	-	-	35,000
Drew Ross	35,000	-	-	-	-	-	35,000

Notes:
(1) Mr. Whitmarsh does not receive any compensation for service as a director of the Corporation or his role as Chair of the Board. The 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.

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, 2025. The Corporation's directors do not have any share-based awards outstanding.

Name	Option-Based Awards				Share-based Awards
	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	315,000	0.32	October 6, 2027	-	-	-	-
Russell	200,000	0.24	May 15, 2029	-	-	-	-
Murray Hinz	100,000	0.21	August 3, 2026	-	-	-	-
	610,000	0.32	October 6, 2027	-	-	-	-
Terrance J.	490,000	0.32	October 6, 2027	-	-	-	-
Owen	100,000	0.24	May 15, 2029	-	-	-	-
Diane	355,000	0.32	October 6, 2027	-	-	-	-
Brickner	355,000	0.32	May 15, 2028	-	-	-	-
Tim A.	355,000	0.32	May 15, 2028	-	-	-	-
Beatty	355,000	0.24	May 15, 2029	-	-	-	-
Kerri Beuk	355,000	0.32	May 15, 2028	-	-	-	-
	355,000	0.24	May 15, 2029	-	-	-	-
Drew Ross	355,000	0.32	May 15, 2028	-	-	-	-
	355,000	0.24	May 15, 2029	-	-	-	-

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, 2025. The Corporation does not have any share-based awards outstanding for its non-executive directors.

Name	Option-Based Awards - Value vested during the year ($)
Thane Russell	-
Murray Hinz	-
Terrance J. Owen	-
Diane Brickner	-
Tim A. Beatty	-
Kerri Beuk	-
Drew Ross	-

Directors' and Officers' Liability Insurance and Indemnification The Corporation maintains directors' and officers' liability insurance (containing industry standard exclusions and deductibles) to protect the Corporation and its directors and officers against any legal action which may arise due to any 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 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.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information as at December 31, 2025, 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)(S)	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	18,287,500	0.27	1,334,616
Equity compensation plans not approved by security holders
Total	18,287,500	-	1,334,616

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 eight directors, the majority (seven) of whom are considered to be "independent" under NI 58-101, namely Thane Russell, Terrance J. Owen, Murray Hinz, Diane Brickner, Drew Ross, Tim A. Beatty and Kerri Beuk. Lyle Whitmarsh is not "independent" within the meaning of NI 58-101 by virtue of the fact that he is the Chairman, 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 directors may schedule meetings as they see fit without members of management and non-independent directors present.

Chairman of the Board

Lyle Whitmarsh, the Corporation's President and CEO, was appointed as the Chairman of the Board (the "Chairman") on February 5, 2023. The role of the Chairman (together with the Lead Director) 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.

Lead Director

The Corporation recognizes the importance of independent leadership on the Board. As a result of the Chairman being a non-independent director, the Corporation appointed Thane Russell, an independent director, as Lead Director on February 5, 2023. The role of the Lead Director is to, among other things, provide a source of leadership for the Board, complementary to that of the Chairman, but independent of management of the Corporation. The Lead Director is responsible for providing advice to the Chairman concerning the preparation of the agenda for each meeting of the Board, organizing the Board to function independently of management and arranging for the independent directors to meet without non-independent directors and management present. In addition to assisting the Chairman with the matters described under "Chairman of the Board" above, the Lead Director is responsible for chairing meetings of independent Board members and acting as liaison between the independent directors and the Chairman and management of the Corporation.

Directorships

Other than as set forth below, no director of the Corporation also serves as a director of another reporting issuer.

As at the date hereof, Murray Hinz serves as a director of Bow Lake Capital Corp.

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 as well as the Corporation's strategic plan. Any new Board members will be provided with, among other things, copies of: (i) current year business plan and budget; (ii) all continuous disclosure filings for the current year; and (iii) 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.sedarplus.ca.

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.

Compensation

For information concerning the steps taken to determine compensation for the directors and Named Executive Officers 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 Environmental, Health and Safety Committee. The Environmental, Health and Safety Committee is comprised of three (3) independent directors, Mr. Beatty (Chair), Mr. Hinz and Mrs. Beuk.

The Environmental, Health and Safety 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 land based contract drilling industry 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 Environmental, Health and Safety 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 HS&E matters.

Assessments

The Board has implemented a periodic 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. Following the completion of the questionnaire in February 2026, the Corporation is satisfied that the Board, each committee thereof, and each individual director, are performing effectively and the Corporation has not identified any problematic areas inhibiting the effectiveness or performance of any of the foregoing.

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 Audit Committee Charter, 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 Mr. Hinz (Chair), Mrs. Bickner and Mr. Ross. Mr. Ross will not stand for re-election at the Meeting and will step down from the Audit Committee and retire from the Board following the Meeting. Following the completion of the Meeting, the Board will appoint a new member of the Audit Committee effective May 14, 2026, in order to fill the vacancy resulting from the retirement of Mr. Ross following the Meeting. All members of the Audit Committee are independent within the meaning of NI 52-110.

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.

For a discussion of the relevant education and experience of each Audit Committee member, other than Mr. Ross, that is relevant to the performance of his or her responsibilities as an Audit Committee member, see "Election of Directors – About the Nominated Directors" above. As Mr. Ross will not stand for re-election at the Meeting and will step down from the Audit Committee and retire from the Board following the Meeting, his relevant education and experience, as is relevant to the performance of his responsibilities as an Audit Committee member, is outlined below.

Drew Ross

Mr. Ross has over 27 years of investment banking experience primarily focused in the Canadian and international energy sector. He was a Managing Director of Scotiabank Global Markets, the investment banking division of Scotiabank, from 2007 to 2021, and prior thereto worked at Genuity Capital Markets (2005-2007), Merrill Lynch Canada (2000-2005) and RBC Capital Markets (1994-2000). Before working in investment banking, Mr. Ross was a professional Geophysicist with Chevron Canada Resources from 1987-1992. Mr. Ross holds a Bachelor of Engineering Honours (Geophysics) from Queen's University and a Master of Business Administration from the University of British Columbia.

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.

The Audit Committee may delegate to one or more designated member(s) of the Audit Committee the authority to grant pre-approvals 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, 2025 and December 31, 2024 for audit and non-audit related services:

Fee	December 31, 2025 ($)	December 31, 2024 ($)
Audit Fees^{(1)}	200,000	190,000
Audit-Related Fees^{(2)}	63,000	60,000
Tax Fees^{(3)}	-	-
All Other Fees^{(4)}	-	-
Total	263,000	250,000

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, 2025, 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, 2025.

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 NI 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.sedarplus.ca. 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, 2025. Copies of the Corporation's financial statements and MD&A are available through SEDAR+ at www.sedarplus.ca and may also be obtained upon request to the Corporation at:

Stampede Drilling Inc.
Suite 2600, 700 – 9th Ave SW
Calgary, Alberta, T2P 3V7
Attention: Jeff Schab
Tel: (587) 233-0798
Fax: (403) 984-5097
E-mail: [email protected]

FORWARD-LOOKING INFORMATION

Certain statements contained in this Circular constitute forward-looking statements or forward-looking information (collectively, "forward-looking information"). Forward-looking information relates to future events or the Corporation's future performance. All information other than statements of historical fact is forward-looking information. The use of any of the words "anticipate", "plan", "contemplate", "continue", "estimate", "expect", "intend", "propose", "might", "may", "will", "could", "should", "believe", "predict", and "forecast" are intended to identify forward-looking information.

This Circular contains forward-looking information pertaining to, without limitation: the Corporation's compensation program and objectives, including potential future actions to be taken in respect thereof; the composition of the Audit Committee following the Meeting; the Share Consolidation, including the anticipated effects and benefits thereof to the Corporation; and corporate governance strategies.

Forward-looking information is based on certain assumptions that Stampede has made in respect thereof as at the date of this Circular regarding, among other things: the creditworthiness of the Corporation's customers and counterparties; the effectiveness of the Corporation's financial risk management policies; that the Corporation has adequate access to its credit facilities to provide the necessary liquidity needed; the condition of the global economy, including certain geopolitical risks; the stability of the economic and political environment in which the Corporation operates; the ability of the Corporation to retain qualified staff; management's ability to crew underutilized assets; the ability of the Corporation to maintain key customers; the ability of the Corporation to obtain financing on acceptable terms; the belief that the Corporation's principal sources of liquidity will be sufficient to service its debt and fund its operations and other strategic opportunities; the Corporation's ability to maintain financial resiliency in light of current macroeconomic conditions; the regulatory framework regarding taxes and environmental matters in the jurisdictions in which the Corporation operates; and certain other assumptions in respect of Stampede's forward-looking information detailed in the Corporation's MD&A and Annual Information Form for the year ended December 31, 2025, and from time to time in Stampede's public disclosure documents available at www.sedarplus.ca.

While Stampede believes the expectations and material factors and assumptions reflected in the forward-looking information is reasonable as of the date hereof, there can be no assurance that these expectations, factors and assumptions will prove to be correct. Forward-looking information is not a guarantee of future performance and actual results or events could differ materially from the expectations of the Corporation expressed in or implied by such forward-looking information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information is subject to a number of known and unknown risks and uncertainties including, but not limited to: the condition of the global economy, including trade, inflation, interest rates, the ongoing conflict in Ukraine, the Middle East and other geopolitical risks, including the imposition of tariffs and other non-tariff trade barriers; the condition of the crude oil and natural gas industry and related commodity prices; other commodity prices and the potential impact on the Corporation and the industry in which the Corporation operates, including levels of exploration and development activities; the impact of increasing competition; fluctuations in operating results; the ongoing significant volatility in world markets and the resulting impact on drilling and completions programs; foreign currency exchange rates; interest rates; labour and material shortages; cyber security risks; natural catastrophes; and certain other risks and uncertainties detailed under the heading "Risks and Uncertainties" in the Corporation's MD&A and under the heading "Risk Factors" in the Corporation's Annual Information Form for the year ended December 31, 2025, and from time to time in Stampede's public disclosure documents available at www.sedarplus.ca.

This list of risk factors should not be construed as exhaustive. Readers are cautioned that events or circumstances could cause actual results to differ materially from those predicted, forecasted, or projected. Statements, including forward-looking information, are made as of the date of this Circular and the Corporation does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws. The forward-looking information contained in this Circular is expressly qualified by this cautionary statement.

SCHEDULE A

STAMPEDE DRILLING INC.

AUDIT COMMITTEE CHARTER

Purpose and Scope

The audit committee (the "Committee") of Stampede Drilling Inc. (the "Corporation") is a committee of the board of directors of the Corporation (the "Board"). As delegated by the Board, the Committee shall attend to the responsibilities set out in this Charter.

The Committee's mandate is to assist the Board in fulfilling its responsibilities with respect to:

(a) the integrity, preparation and disclosure of the financial statements and other financial disclosures and related matters;
(b) the external auditors' qualifications, independence and performance;
(c) ensuring the transparency, credibility and objectivity of financial reporting;
(d) enhancing communication between management, the external auditors and the Board; and
(e) reviewing policies with respect to financial risk management, including an assessment of internal controls.

Membership

Number of Members

The Committee shall be composed of three or more members of the Board. The Board may fill vacancies on the Committee by appointment, and if and whenever a vacancy shall exist in the Committee, the remaining members may exercise all of its powers so long as a quorum remains in office.

Independence and Financial Literacy of Members

Each member of the Committee shall be "independent", as such term is defined in National Instrument 52-110 – Audit Committees, as may be amended or replaced from time to time. At the time of his or her appointment to the Committee, each member of the Committee shall have, or shall acquire within a reasonable time following appointment to the Committee, 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 Corporation's financial statements.

In addition, at all times, at least one member of the Committee shall have professional experience as a certified public accountant, chief financial officer or corporate controller of similar experience, or demonstrably meaningful experience overseeing such functions as a senior executive officer.

Limitation of Committee's Role

While the Committee has the responsibilities and powers set forth in its Charter, it is not the duty of the Committee to prepare financial statements, plan or conduct audits or to determine that the Corporation's financial statements and disclosures are complete and accurate and are in accordance with IFRS and applicable rules and regulations. These are the responsibilities of management and the external auditor.

The Committee, the Chair of the Committee and any Committee members identified as having accounting or related financial expertise are members of the Board of Directors, appointed to the Committee to provide broad oversight of

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the financial, risk and control-related activities of the Corporation, and are specifically not accountable or responsible for the day-to-day operation or performance of such activities.

Although the designation of a Committee member as having accounting or related financial expertise for disclosure purposes is based on that individual's education and experience, which that individual will bring to bear in carrying out his or her duties on the Committee, such designation does not impose on such person any duties, obligations or liabilities that are greater than the duties, obligations and liabilities imposed on such person as a member of the Committee and Board of Directors in the absence of such designation. Rather, the role of a Committee member who is identified as having accounting or related financial expertise, like the role of all Committee members, is to oversee the process, not to certify or guarantee the internal or external audit of the Corporation's financial information or public disclosure.

Term of Members

The members of the Committee shall be appointed by the Board. Each member of the Committee shall serve at the pleasure of the Board until the member resigns, is removed, or ceases to be a member of the Board.

Audit Committees Commitment Limit

No member of the Committee shall serve on the audit committees of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Committee and discloses such determination in the Corporation's management proxy circular.

Committee Chair

The Board may appoint one member of the Committee to be the chair of the Committee ("Committee Chair"). If a Committee Chair is not appointed by the Board, the members of the Committee shall designate a Committee Chair by majority vote of the full Committee membership.

In the absence of the Committee Chair at a meeting of the Committee, the members of the Committee present may appoint a chair from their number for the purposes of such meeting.

Delegation

The Committee may, to the extent permissible by Applicable Requirements (as defined herein), designate a subcommittee to review any matter within this Charter as the Committee deems appropriate.

Access to Information

The Committee shall have unrestricted access to the Corporation's management and employees and the books and records of the Corporation.

3. Meetings

Frequency of Meetings

The Committee may meet in person or by video or telephone conference call as often as the Committee considers necessary or appropriate to carry out its duties and responsibilities but, at a minimum, will meet at least once per fiscal quarter.

Quorum

No business may be transacted by the Committee at a meeting unless a quorum of the Committee is present. A majority of members of the Committee, present in person or by telephonic, electronic or other communication facilities that permit all persons participating in the meeting to communicate adequately with each other, shall constitute a quorum.

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Voting

The affirmative vote of a majority of the members of the Committee participating in any meeting of the Committee is necessary for the adoption of any resolution. In the case of an equality of votes, the Committee Chair shall not be entitled to a second or casting vote.

Calling of Meetings and Meeting Procedure

Any member of the Committee, the external auditors, the chair of the Board, the Chief Executive Officer or the Chief Financial Officer may call a meeting of the Committee. The procedures for calling, holding, conducting and adjourning meetings of the Committee will be the same as those applicable to meetings of the Board, unless otherwise determined by the Committee or the Board.

Minutes & Reporting to the Board

The Committee shall maintain minutes or other records of meetings and activities of the Committee in sufficient detail to convey the substance of all discussions held. Upon approval of the minutes by the Committee, the minutes shall be circulated to the members of the Board. However, the Committee Chair may report orally to the Board on any matter in his or her view requiring the immediate attention of the Board.

Attendance of Non-Members

The external auditors are entitled to receive notice of, and to attend and be heard at, each Committee meeting at the expense of the Corporation. If so requested by a member of the Committee, the external auditors shall attend every meeting of the Committee held during the term of office of the external auditors. In addition, the Committee may invite to a Committee meeting, any directors, officers or employees of the Corporation, legal counsel, advisors and other persons whose attendance it considers necessary or desirable in order to carry out its responsibilities.

The Committee shall periodically meet separately, at unscheduled or regularly scheduled meetings or portions of meetings, in executive session or otherwise with each of the Corporation's external auditor and management, as the Committee deems appropriate.

Meetings without Management

As part of each meeting of the Committee, the Committee shall hold an in camera session, at which management and non-independent directors of the Board are not present, and the agenda for each Committee meeting will afford an opportunity for such a session.

4. Duties and Responsibilities

The Committee shall have the duties and responsibilities set out below as well as any other functions that are specifically delegated to the Committee by the Board which the Board is authorized to delegate by applicable laws and regulations. In addition to these duties and responsibilities, the Committee shall perform the functions required of an audit committee by the Corporation's governing statute, applicable Canadian securities laws, any exchange upon which securities of the Corporation are listed, or any governmental or regulatory body exercising authority over the Corporation, as are in effect from time to time (collectively, the "Applicable Requirements") or as the Board otherwise deems necessary or appropriate.

Financial Reports

(a) General

The Committee is responsible for overseeing the Corporation's financial statements and financial disclosures. Management is responsible for the preparation, presentation and integrity of the Corporation's financial statements and financial disclosures and for the appropriateness of the accounting principles and the financial reporting policies

used by the Corporation. The external auditors are responsible for auditing the Corporation's annual financial statements and, if applicable, for reviewing the Corporation's unaudited interim financial statements.

(b) Review of Annual Financial Reports

The Committee shall review the annual audited financial statements of the Corporation, the auditors' report thereon and the related management's discussion and analysis of the Corporation's financial condition and results of operation ("MD&A") and annual earnings press release. After completing its review, if advisable, the Committee shall approve and recommend the annual financial statements, the related MD&A and annual earnings press release for Board approval and public distribution.

(c) Review of Interim Financial Reports

The Committee shall review the interim financial statements of the Corporation, the auditors' review report thereon, if any, and the related MD&A and interim earnings press release. After completing its review, if advisable, the Committee shall approve and recommend the interim financial statements, the related MD&A and interim earnings press release for Board approval and public distribution.

(d) Review Considerations

In conducting its review of the annual financial statements or the interim financial statements, the Committee shall:

(i) meet with management and the external auditors to discuss the financial statements, related MD&A and other financial disclosures;

(ii) review the disclosures in the financial statements, related MD&A and any earnings press releases before the Corporation publicly discloses such information;

(iii) review the audit report or, if applicable, the review report prepared by the external auditors;

(iv) discuss with management, the external auditors and legal counsel, as requested, any litigation claim or other contingency that could have a material effect on the financial statements;

(v) review the Corporation's critical accounting policies followed and critical accounting and other significant estimates and judgements underlying the financial statements as presented by management;

(vi) review management's process for formulating sensitive accounting estimates and the reasonableness of these estimates;

(vii) review significant recorded and unrecorded audit adjustments;

(viii) review any material effects of regulatory accounting initiatives or off-balance sheet structures on the financial statements as presented by management, including requirements relating to complex or unusual transactions, significant changes to accounting principles and alternative treatments under International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board;

(ix) review any material changes in accounting policies and any significant changes in accounting practices and their impact on the financial statements as presented by management;

(x) consider the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus;

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(xi) review with management any significant changes in IFRS, as well as emerging accounting and auditing issues, and their potential effects;
(xii) review with management matters that may have a material effect on the financial statements;
(xiii) review any complaints or concerns received through the whistleblower program relating to accounting, financial or internal control matters; and
(xiv) review any other matters related to the financial statements that are brought forward by the external auditors, management or which are required to be communicated to the Committee under accounting policies, auditing standards or Applicable Requirements.

(e) Other Financial Disclosures

The Committee is responsible for reviewing financial disclosure in a prospectus or other securities offering document of the Corporation, as well as press releases disclosing, or based upon, financial results of the Corporation.

External Auditors

(a) General

When a change of auditors is proposed, the Committee shall review all issues related to the change, including the information required to be disclosed by applicable legal requirements and the planned steps for an orderly transition.

(b) Nomination and Compensation

The Committee shall review and, if advisable, recommend for Board approval the external auditors to be nominated and shall approve the compensation of such external auditors. The Committee shall have ultimate authority to approve all audit engagement terms and fees, including the external auditors' audit plan, subject to approval by the Shareholders of the Committee's selection of the external auditors.

(c) Resolution of Disagreements

The Committee shall assess the effectiveness of the working relationship of the Corporation's external auditors with management and resolve any disagreements between management and the external auditors as to financial reporting matters brought to its attention.

The Committee shall review all reportable events, including disagreements, unresolved issues and consultations with the Corporation's external auditors, whether or not there is to be a change of auditors, and receive and review all reports prepared by the auditors.

(d) Discussions with Auditors

At least annually, the Committee shall discuss with the external auditors such matters as are required by applicable auditing standards to be discussed by the external auditors with the Committee.

(e) Audit Plan

At least annually, the Committee shall review a summary of the external auditors' annual audit plan. The Committee shall consider and review with the external auditors any material changes to the scope of the plan.

(f) Quarterly Review Report

If applicable, the Committee shall review a report prepared by the external auditors in respect of each of the interim financial statements of the Corporation.

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(g) Requirement for Pre-Approval of Audit and Non-Audit Services

The Committee shall approve in advance any and all audit services and permitted non-audit services to be provided by the Corporation's external auditors to the Corporation or its subsidiaries that it deems advisable subject to any de minimis exemption available under applicable law. The Committee may establish detailed policies and procedures for pre-approval of audit services and permitted non-audit services by the Corporation's external auditor, in accordance with Applicable Requirements and Board approved policies and procedures; provided the procedures and policies are detailed as to the particular service, the Committee is informed of each non-audit service and the procedures do not include the delegation of the Committee's responsibilities to management. The Committee may delegate pre-approval authority to a member of the Committee but the decisions of any member of the Committee to whom this authority has been delegated must be presented to the full Committee at its next scheduled Committee meeting.

Internal Controls

(a) General

The Committee shall review the Corporation's system of internal controls and, in connection with its review of the Corporation's financial statements, the Committee will also review the process for the Chief Executive Officer and Chief Financial Officer's certification with respect to the financial statements and the Corporation's financial disclosure controls and internal controls over financial reporting, including any material deficiencies or changes in those controls.

(b) Establishment, Review and Approval

It is management's responsibility to implement and maintain appropriate systems of internal controls in accordance with Applicable Requirements, including internal controls over financial reporting and financial disclosure and to review, evaluate and approve these procedures. At least annually, the Committee shall consider and review with management and the external auditors:

(i) the effectiveness of, or weaknesses or deficiencies in: the design or operation of the Corporation's internal controls; the overall control environment for managing business risks; and accounting, financial and financial disclosure controls (including, without limitation, controls over financial reporting), non-financial controls, and legal and regulatory controls and the impact of any identified weaknesses in internal controls on management's conclusions;

(ii) any significant changes in internal controls over financial reporting that are disclosed, or considered for disclosure, including those in the Corporation's periodic regulatory filings;

(iii) any material issues raised by any inquiry or investigation by the Corporation's regulators;

(iv) policies with respect to the Corporation's financial risk management, including a review of the Corporation's major financial and accounting risk exposures, a review of the Corporation's derivative and hedging policies and contracts and other financial transactions of a material nature; and

(v) any related significant issues and recommendations of the external auditors together with management's responses thereto, including the timetable for implementation of recommendations to correct weaknesses in internal controls over financial reporting and financial disclosure controls.

Compliance with Legal and Regulatory Requirements

The Committee shall review reports from the Corporation's Corporate Secretary and other management members on: (a) legal or compliance matters that may have a material impact on the Corporation; (b) the effectiveness of the Corporation's compliance policies; and (c) any material communications received from regulators. The Committee

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shall review management's evaluation of and representations relating to compliance with specific applicable law and guidance, and management's plans to remediate any deficiencies identified.

5. Independent Advisors

The Committee may conduct or authorize investigations into or studies of matters within the Committee's scope of responsibilities and duties as described above, and shall have the authority to seek, retain and terminate accountants, legal counsel, consultants or other expert advisors from a source independent of management, at the expense of the Corporation, with notice to either the Chair of the Board or the Chief Executive Officer of the Corporation, as deemed appropriate by the Committee. In furtherance of the foregoing, the Committee shall have the sole authority to retain and terminate, from a source independent of management, any such consultant or advisor to be used to assist in the evaluation of such matters and shall have the sole authority to approve the consultant or advisor's fees and other retention terms.

6. No Rights Created

This Charter is a statement of broad policies and is intended as a component of the flexible governance framework within which the committees of the Board assist the Board in directing the affairs of the Corporation. While it should be interpreted in the context of the Applicable Requirements, as well as in the context of the Corporation's constating documents, it is not intended to establish any legally binding obligations.

7. Continuing Education

Members of the Committee shall strive to remain current in their knowledge and education relating to finance, audit and risk matters, and shall consider available opportunities to enhance their knowledge of evolving practices in audit and risk governance.

8. Charter Review

The Committee shall review this Charter annually and present any recommended amendments to this Charter to the Corporate Governance and Compensation Committee of the Board, which shall consider any such recommendations as part of its annual review of this Charter and shall present any recommended amendments to this Charter to the Board for approval.

Adopted and Approved by the Board: March 16, 2023

SCHEDULE B

STAMPEDE DRILLING INC.

INCENTIVE STOCK OPTION PLAN

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) "Board" means the Board of Directors of the Corporation;

(b) "Blackout Period" means a period of time when, pursuant to any policies of the Corporation, an Optionee would be prohibited from exercising, redeeming or settling an Option; provided that, if applicable, such period also satisfies the applicable requirements set out in Section 4.11 of Policy 4.4;

(d) "Common Share" means a common share in the capital of the Corporation;

(e) "Consultant" has the meaning ascribed thereto in Policy 4.4;

(f) "Corporation" means Stampede Drilling Inc. and any successor or continuing corporation resulting from any form of corporate reorganization;

(g) "Discounted Market Price" has the meaning ascribed thereto in Policy 1.1;

(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 Clause 13 herein;

(i) "Exchange" means the TSX-V or, if at any time the Common Shares are not listed and posted for trading on the TSX-V, shall mean such other stock exchange or trading platform upon which the Common Shares trade and which has been designated by the Board;

(j) "Exercise Price" means the price at which a Common Share may be acquired on exercise of an Option;

(k) "Expiry Date" means the Normal Expiry Date or the Early Termination Date, as the case may be;

(l) "Insider" has the meaning ascribed thereto in Policy 1.1;

(m) "Investor Relations Activities" has the meaning ascribed thereto in Policy 1.1;

(n) "Investor Relations Service Provider" includes any Consultant that performs Investor Relations Activities and any director, officer or employee of the Corporation or Management Company Employee whose role and duties primarily consist of Investor Relations Activities;

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(o) "Issued Shares" means, at any time, the number of Common Shares that are then issued and outstanding on a non-diluted basis and, in the discretion of the Exchange, may include a number of securities of the Corporation, other than (a) Security Based Compensation; (b) warrants; and (c) convertible debt, that are convertible into Common Shares;

(p) "Management Company Employee" means an individual employed by a corporation or other entity providing management services to the Corporation, which services are required for the ongoing successful operation of the business enterprise of the Corporation;

(q) "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 Clause 13 herein;

(r) "Option" means a right to purchase Common Shares pursuant to the Plan and an Option Agreement;

(s) "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;

(t) "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;

(u) "Optionee" means a Participant who has entered into an Option Agreement with the Corporation;

(v) "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, which for greater certainty, shall include a Consultant, Investor Relations Service Provider or Management Company Employee; or

(v) to a corporation, the shares of which are wholly owned by a person described in subclause (i), (ii), (iii) or (iv);

(w) "Person" has the meaning given to it in the Securities Act;

(x) "Plan" means the Corporation's "Incentive Stock Option Plan" embodied herein, as from time to time amended;

(y) "Policy 1.1" means Policy 1.1 – Interpretation of the TSX-V Corporate Finance Manual;

(z) "Policy 4.4" means Policy 4.4 – Security Based Compensation of the TSX-V Corporate Finance Manual;

(aa) "Securities Act" means the Securities Act (Alberta), as amended;

(bb) "Security Based Compensation" has the meaning ascribed thereto in Policy 4.4;

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(cc) "Security Based Compensation Plan" has the meaning ascribed thereto in Policy 4.4; and
(dd) "TSX-V" means the TSX Venture Exchange.

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 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 Exercise 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 shall be obtained for any reduction in the Exercise Price of an Option, or the extension of the term of an Option, if the Optionee is an Insider of the Corporation at the time of the proposed amendment.

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4. NUMBER OF COMMON SHARES AVAILABLE

This Plan is a "rolling up to 10%" Security Based Compensation Plan, as defined in Policy 4.4, pursuant to which, the number of Common Shares that are issuable pursuant to all Security Based Compensation granted hereunder shall not exceed 10% of the Corporation's issued and outstanding Common Shares as at the date of grant or issuance of any Security Based Compensation under this Plan. For greater certainty, Security Based Compensation that has been settled in cash, cancelled, terminated, surrendered, forfeited or expired without being exercised, and pursuant to which no securities have been issued, shall be available for subsequent issuance under the Plan.

5. LIMITS FOR INDIVIDUALS

Unless the Corporation has obtained the disinterested shareholder approval in accordance with Section 5.3 of Policy 4.4 (if applicable), the maximum aggregate number of Common Shares that are issuable pursuant to all Security Based Compensation granted or issued in any 12-month period to any one Person may not exceed 5% of the Issued Shares, calculated as at the date any Security Based Compensation is granted or issued to the Person; provided that securities expressly permitted and accepted by the TSX-V for filing under Part 6 of Policy 4.4 shall not be included in calculating this 5% limit.

6. LIMITS FOR CONSULTANTS

The maximum aggregate number of Common Shares that are issuable pursuant to all Security Based Compensation granted or issued in any 12-month period to any one Consultant may not exceed 2% of the Issued Shares, calculated as at the date any Security Based Compensation is granted or issued to the Consultant; provided that securities expressly permitted and accepted by the TSX-V for filing under Part 6 of Policy 4.4 shall not be included in calculating this 2% limit.

7. LIMITS FOR INVESTOR RELATIONS SERVICE PROVIDERS

(a) The maximum aggregate number of Common Shares that are issuable pursuant to all Options granted in any 12-month period to all Investor Relations Service Providers in aggregate shall not exceed 2% of the Issued Shares, calculated as at the date of grant of any Option to any such Investor Relations Service Provider.

(b) Options granted to any Investor Relations Service Provider shall vest in stages over a period of not less than 12 months, such that:

(i) no more than 1/4 of the Options vest no sooner than three months after the Options were granted;

(ii) no more than another 1/4 of the Options vest no sooner than six months after the Options were granted;

(iii) no more than another 1/4 of the Options vest no sooner than nine months after the Options were granted; and

(iv) the remainder of the Options vest no sooner than 12 months after the Options were granted.

(c) Notwithstanding any other provision of this Plan (including, without limitation, Sections 12 and 14), without prior TSX-V acceptance, the Corporation may not accelerate the vesting date of an Option granted to an Investor Relations Service Provider in contradiction with Section 7(b) of this Plan.

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8. LIMITS FOR INSIDERS

Unless the Corporation has obtained the disinterested shareholder approval in accordance with Section 5.3 of Policy 4.4 (if applicable):

(a) the maximum aggregate number of Common Shares issuable pursuant to all Security Based Compensation granted or issued to Insiders of the Corporation (as a group) may not exceed 10% of the Issued Shares at any point in time; and

(b) the maximum aggregate number of Common Shares issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to Insiders of the Corporation (as a group) may not exceed 10% of the Issued Shares, calculated as at the date any Security Based Compensation is granted or issued to any Insider of the Corporation.

9. 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.

10. 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 Options 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) The minimum number of Options that can be exercised at any one time by an Optionee is 100.

(b) For Security Based Compensation granted or issued to employees, Consultants or Management Company Employees, the Corporation and the Optionee are responsible for ensuring and confirming that the Optionee is a bona fide employee, Consultant or Management Company Employee, as the case may be.

(c) The Exercise Price shall be determined by the Board and shall be as set forth in the applicable Option Agreement; provided that such price shall not be less than the Discounted Market Price of the Common Shares as provided for in Section 4.8 of Policy 4.4 or such other minimum price as may be required or permitted by the Exchange.

(d) Each Option terminates on its Normal Expiry Date but subject always to the provisions of subclause 10(e) of this Plan.

(e) 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 Common Shares not previously purchased by the Optionee whether or not the rights to purchase some or all of those Common 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

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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 Common 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 Common Shares not previously purchased by the Optionee but only to the extent that rights to purchase Common 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 Common 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 Common Shares not previously purchased by the Optionee but only to the extent that rights to purchase Common 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 Common 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 Common Shares not previously purchased by the Optionee but only to the extent that rights to purchase Common 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
(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.

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Thereafter, the Option and all unexercised rights to acquire Common 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.

(f) With respect to subclause 10(e)(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.

(g) Any Security Based Compensation granted or issued to any Optionee who is a director, officer, employee, Consultant or Management Company Employee shall expire in accordance with the provisions of this Plan, but in any event, within a reasonable period, not exceeding 12 months, following the date the Optionee ceases to be a Participant under this Plan.

(h) An Optionee has no rights whatsoever as a shareholder in respect of any of the Options (including, without limitation, voting rights, dividend entitlement, or rights on liquidation) 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.

(i) Options may be exercisable for a maximum of 10 years from the date of grant, subject to extension where the expiry date falls within a Blackout Period, as provided for in Clause 13 herein.

11. CHANGES IN AUTHORIZED SHARES

In the event:

(a) of any change or proposed change in the Common Shares through subdivision, consolidation, reclassification, amalgamation, merger, arrangement, reorganization, spin-off, recapitalization 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, subject to the prior acceptance of the Exchange (where required):

(e) the Board, in its sole discretion, may proportionately adjust the number of Common Shares available for Options, the number of Common Shares covered by outstanding Options, the securities or other property that may be acquired upon the exercise of an Option and the exercise price per Option, or one or more of the foregoing, to prevent substantial dilution or enlargement of the rights granted to, or available for, Optionees; and

(f) subject to the prior acceptance of the Exchange (where required), the Board, in its sole 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 Common Shares for which the

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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).

12. TAKEOVER BID

Notwithstanding the terms of any Option Agreement and Clause 10 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 Common 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.

13. BLACKOUT PERIODS

Notwithstanding any other provision of this Plan or applicable Option Agreement to the contrary, if the Expiry Date of an Option would fall within a Blackout Period, the Expiry Date of the Option shall automatically be extended to the date that is 10 business days after the date when such Blackout Period ends, provided that:

(a) the automatic extension of the Expiry Date of an Option is not to be permitted where the applicable Optionee or the Corporation is subject to a cease trade order (or similar order under applicable securities laws) in respect of the Corporation's securities; and

(b) such automatic extension shall apply to all Optionees under the same terms and conditions.

14. SALE OF ASSETS OR CHANGE IN CONTROL

Notwithstanding the terms of any Option Agreement and Clause 10 of this Plan, if:

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

(b) any person who does not hold more than 20% of the issued and outstanding Common Shares acquires more than 20% of the issued and outstanding Common Shares without the prior consent of

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the Board, in any way other than by way of takeover bid (which circumstance is addressed in Clause 12 of this Plan),

all unexercised, unvested and outstanding Options granted under the Plan vest and are immediately exercisable in respect of any and all Common 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).

15. 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 non-assessable Common Shares.

16. RESTRICTIONS ON ISSUANCE OF COMMON SHARES

All Security Based Compensation issuable hereunder are subject to any applicable "Resale Restrictions" and the "Exchange Hold Period" (each as defined in Policy 1.1), and shall have affixed thereto any legends required under applicable securities laws and the policies of the Exchange. In addition, the Board may impose such additional restrictions on Common Shares issuable thereunder as the Board may deem advisable or necessary for purposes of compliance with applicable laws or the policies of the Exchange.

17. 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.

18. RESTRICTION ON TRANSFER

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

19. INTERPRETATION, AMENDMENT AND DISCONTINUANCE

Subject to the prior acceptance of the Exchange (where required), 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.

20. 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.

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21. NOTICES

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

22. 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 non-assignable and non-transferable by the Optionee 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.

23. 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).

AI assistant

Stampede Drilling Inc. — Proxy Solicitation & Information Statement 2026

46468_rns_2026-04-23_a7a0ca59-895c-4d65-91a0-99cfe2fc9372.pdf

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

STAMPEDE DRILLING INC.

MANAGEMENT INFORMATION CIRCULAR

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

About the Nominated Directors

Corporate Cease Trade Orders or Bankruptcies

Personal Bankruptcies, Penalties or Sanctions

Appointment of Auditors

Approval of Option Plan

Approval of Share Consolidation

Principal Reasons for the Share Consolidation

Principal Effects of the Share Consolidation

Risks Associated with the Share Consolidation

No Fractional Common Shares

Notice of Share Consolidation and Letter of Transmittal

Special Resolution

"BE IT HEREBY RESOLVED AS A SPECIAL RESOLUTION THAT:

General

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

Governance and Compensation Committee

Compensation Matters

Corporate Governance Matters

Nomination Matters

Compensation Objectives

Compensation Process

Executive Compensation – Related Fees

Compensation Risk Management

Components of Compensation

Base Salary and Benefits

Short-Term Incentives

Long-Term Incentives

NEO Compensation - Summary Compensation Table

Incentive Plan Awards

Option Plan

RSU 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

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

STATEMENT OF CORPORATE GOVERNANCE

Board

Independence of Directors

Chairman of the Board

Lead Director

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

Drew Ross

Audit Committee Oversight

Pre-Approval Policies and Procedures

Audit Fees

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

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

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

OTHER MATTERS

ADDITIONAL INFORMATION

Stampede Drilling Inc. Proxy Solicitation & Information Statement 2026