TERRAVEST
INDUSTRIES

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 11, 2025
AND MANAGEMENT INFORMATION CIRCULAR
TSX: TVK

January 9, 2025

TERRAVEST INDUSTRIES INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF THE CORPORATION

TerraVest Industries Inc. (the “Corporation” or “TerraVest”) will hold its annual and special meeting (the “Meeting”) of shareholders of the Corporation (the “Shareholders”) on Tuesday, February 11, 2025 at 8:30 a.m. (Eastern time) at the offices of McCarthy Tétrault LLP, 66 Wellington Street West, Suite 5300, TD Bank Tower, Toronto, Ontario, M5K 1E6, for the following purposes:

to receive the Corporation’s consolidated financial statements for the year ended September 30, 2024, together with the auditor’s report on those statements;
to elect each Director of the Corporation for the ensuing year;
to appoint the auditor of the Corporation for the ensuing year and to authorize the Directors to fix the auditor’s remuneration;
to consider and, if deemed advisable, pass, with or without validation, the resolution set forth in Appendix “C” of the accompanying management information circular (“Circular”), approving all unallocated options, rights or other entitlements under the current stock option plan of the Corporation, as required every three years by the rules of the Toronto Stock Exchange;
to consider and, if deemed advisable, pass, with or without validation, the resolution set forth in Appendix “E” of the accompanying Circular, approving, ratifying and confirming the adoption of the Corporation’s deferred share unit plan and the unallocated rights thereunder for a period of three years; and
to transact any other business properly brought before the Meeting and at any and all adjournments thereof.

The Circular contains more information regarding these matters. The Corporation’s financial statements for the year ended September 30, 2024 are filed on SEDAR+ at www.sedarplus.ca, or are available, free of charge, to Shareholders upon request.

The Directors have fixed the close of business on January 3, 2025 as the record date for the determination of Shareholders entitled to notice of and to vote at the Meeting and only Shareholders of record on such date are entitled to vote on these matters at the Meeting.

The Meeting will not be open to the general public and will be limited to Registered Shareholders and duly appointed proxyholders only. Shareholders are strongly encouraged to exercise their right to vote by dating, signing and returning the enclosed form of proxy to Odyssey Trust Company, Attn: Proxy Dept. 702 – 67 Yonge St, Toronto ON M5E 1J8, so as to arrive no later than 8:30 a.m. (Eastern time) on Friday, February 7, 2025.

You may also vote through the internet at https://login.odysseytrust.com/pxlogin. If voting on the internet, please follow the instructions carefully and ensure that you have your proxy in hand as you will be required to enter the 12-digit control number located on your proxy above your name.

By Order of the Directors

Vegreville, Alberta
January 9, 2025

(signed)
Marilyn Boucher
Chief Financial Officer

Page

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

Quorum
1
Registered Shareholders - Appointment and Revocation of Proxies
1
Non-Registered (Beneficial) Shareholders - Appointment and Revocation of Proxies
2
Voting of Shares Represented by Management Proxies
3
Interests of Certain Persons or Companies in Matters to be Acted Upon
3
Interest of Informed Persons in Material Transactions
3
Particulars of Matters to be Acted on at the Meeting
3

INFORMATION RESPECTING TERRAVEST INDUSTRIES INC.

General
5
Authorized Share Capital
5
Shares and the Principal Holders
5

GOVERNANCE

Relationship Between the Directors and Management
6
Committees
6

ELECTION OF DIRECTORS

Majority Voting Policy for Directors
9
Equity Compensation Plan Information
9
Acceleration Events
13
Indebtedness of Directors and Executive Officers
16

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis
16
Option-Based Awards
19
Incentive Plan Awards
19

COMPENSATION OF DIRECTORS

PERFORMANCE GRAPH

Compensation Trend
23

ADDITIONAL INFORMATION

MANAGEMENT INFORMATION CIRCULAR

All information in this management information circular (the "Circular") is dated as at January 9, 2025 unless otherwise stated.

SOLICITATION OF PROXIES

This Circular and the accompanying form of proxy are for use at TerraVest Industries Inc.'s (the "Corporation's" or "TerraVest's") annual meeting (the "Meeting") of shareholders ("Shareholders") and any adjournments or postponements thereof for the purposes described in the accompanying notice of Meeting. The Meeting is scheduled for 8:30 a.m. (Eastern time) on Tuesday, February 11, 2025 at the offices of McCarthy Tétrault LLP, 66 Wellington Street West, Suite 5300, TD Bank Tower, Toronto, Ontario, M5K 1E6.

Proxies are being solicited on behalf of management of the Corporation. Proxies will be primarily solicited by mail, but may also be solicited by electronic means, by telephone or in person. The Corporation may retain, if determined advisable, an agency to solicit proxies for the Corporation. The Corporation is bearing the costs associated with this solicitation.

Each common share (a "Share") of the Corporation outstanding on January 3, 2025 (the "Record Date") is entitled to one vote at the Meeting.

Quorum

A quorum is required in order to transact business at the Meeting. Quorum for the Meeting is two persons entitled to vote present in person either holding personally or representing by proxy not less in aggregate than 10% of the issued and outstanding Shares.

Registered Shareholders - Appointment and Revocation of Proxies

You are a registered Shareholder if your Shares are held in certificate form in your name (a "Registered Shareholder"). If you are a Registered Shareholder you can vote your Shares:

in person at the Meeting; or
by signing the enclosed form of proxy.

If you are not a Registered Shareholder, in order to vote your Shares, you must follow the steps described in the next section below entitled "Non Registered (Beneficial) Shareholders – Appointment and Revocation of Proxies".

If you are a Registered Shareholder and you complete, date, sign and return the enclosed proxy as described below, you give authority to the individuals named in the proxy, or an individual of your choosing, to attend, vote and act on your behalf at the Meeting.

The individuals named in the enclosed form of proxy are directors of the Corporation (the "Directors"). You have the right to appoint a person of your choice, who does not need to be a Shareholder, to represent you and to

attend and act on your behalf at the Meeting. If you wish to appoint someone other than the individuals listed in the enclosed proxy, please insert the name of the other person you wish to appoint in the space provided in the proxy for that purpose.

To be valid, you must date and sign your proxy and it must be received by Odyssey Trust Company, Attn: Proxy Dept. 702 – 67 Yonge St, Toronto ON M5E 1J8 before 8:30 a.m. (Eastern time) on Friday, February 7, 2025. You may also vote through the internet at https://login.odysseytrust.com/pxlogin. If voting on the internet, please follow the instructions carefully and ensure that you have your proxy in hand as you will be required to enter the 12-digit control number located on your proxy above your name and address. If the Meeting is adjourned or postponed, the proxy must be signed and received by Odyssey Trust Company before 8:30 a.m. (Eastern time) on the second business day before the adjourned Meeting.

After you or your attorney, duly authorized in writing, have signed and returned a proxy to Odyssey Trust Company, you may revoke your proxy:

by you or your attorney, duly authorized in writing, completing, dating and signing a new proxy or written statement with a date later than the previous proxy and delivering it to:

(a) Odyssey Trust Company in the manner described above; or
(b) to the Corporation’s registered office before the end of business on the day before the Meeting or any subsequent adjournments or postponements; or
(c) the chairman of the Meeting before the start of the Meeting or before any adjournments or postponements; or

in any other manner permitted by law.

Non-Registered (Beneficial) Shareholders - Appointment and Revocation of Proxies

Only proxies deposited by Registered Shareholders can be recognized and acted upon at the Meeting. If your Shares are held in the name of a nominee, such as a bank, trust company, securities broker, trustee (including TFSA, RRSP, RRIF, FHSA or RESP trustee) or other financial institution, you are considered a beneficial Shareholder (a “Beneficial Shareholder”).

Shares held by a nominee can only be voted according to the instructions of the Beneficial Shareholder. Regulatory policy requires nominees to seek voting instructions from Beneficial Shareholders in advance of Shareholder meetings. If you receive a proxy or voting information form from your nominee, you cannot use that proxy or voting information form to vote your Shares directly at the Meeting.

If you are a Beneficial Shareholder, there are two ways that you can vote your Shares:

by providing, well in advance of the Meeting, voting instructions to your nominee who will have sent you either a request for voting instructions or a form of proxy for the number of Shares you hold. You should carefully follow your nominee’s procedures and return instructions to ensure that your Shares are voted at the Meeting; or
by attending the Meeting. However, as the Corporation generally does not have access to the names of non-Registered Shareholders, if you want to attend the Meeting in person, you must have your nominee appoint you as its proxyholder in respect of your Shares. Only after having been validly appointed as a proxyholder will you be able to vote your Shares at the Meeting. If you plan to vote in this manner, contact your nominee to determine what documentation you need to complete in order to be appointed a proxyholder and, upon your arrival at the Meeting, you will need to register with Odyssey Trust Company.

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A Beneficial Shareholder who wishes to revoke a proxy should follow any revocation instructions set forth on the form of proxy or voting instruction form provided to them by their intermediary or its agent.

A Beneficial Shareholder who wishes to appoint some other person as his or her representative at the Meeting should strike out the names of the designated proxyholders in the form of proxy or voting instruction form provided by their intermediary or agent and enter the name(s) of the person(s) to be appointed as representatives at the Meeting in the blank space on the form of proxy or voting instruction form provided to them and return the same to their intermediary or agent well in advance of the Meeting in accordance with the instructions provided by such intermediary or agent.

Voting of Shares Represented by Management Proxies

Unless you specify another individual, the enclosed form of proxy gives authority to two named individuals, who are representatives of the Corporation, to vote or withhold from voting your Shares at the Meeting according to your instructions on any ballot that may be called for and, if you specify on your proxy how you want your Shares to be voted on a particular matter, the proxyholder will vote your Shares that way. In the absence of specific instructions, the representatives of the Corporation will vote in favour of the matters set forth herein. The form of proxy also gives the representatives of the Corporation discretionary authority to vote on other matters that properly come before the Meeting.

Interests of Certain Persons or Companies in Matters to be Acted Upon

The Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any Director or executive officer holding such positions at any time since the beginning of the Corporation's last financial year, or proposed nominee for election as Director or any associate or affiliate of such persons in matters to be acted upon at the Meeting other than the election of directors and the approval of the DSU Plan and the Option Plan Resolution.

Interest of Informed Persons in Material Transactions

Other than as set forth in this Circular, the Corporation is not aware of any material interest, direct or indirect, of any informed person of the Corporation (as such term is defined under applicable securities laws), any proposed nominee for election as Director of the Corporation, or any associate or affiliate of any of the foregoing, in any transaction since the commencement of the Corporation's most recently completed financial year or any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries.

Particulars of Matters to be Acted on at the Meeting

The matters to be placed before the Meeting are the matters set forth in the notice of Meeting as further described below.

Election of Directors

Unless you specify otherwise by proxy or by ballot, the representatives of the Corporation designated in the form of proxy intend to vote FOR the election as Directors of each of Charles Pellerin, Blair Cook, Dale Laniuk, Dustin Haw, Rocco Rossi and Mick MacBean. For further information, please refer to "Election of Directors" below.

Appointment of Auditor

It is proposed that (i) KPMG LLP be appointed as the Corporation's auditor to hold office until the next annual meeting of Shareholders; and (ii) the Directors be authorized to fix the remuneration to be paid to the auditors of the Corporation. KPMG LLP was first appointed as the Corporation's auditors on September 30, 2023.

TerraVest Industries Inc. - 2025 Management Information Circular

Unless you specify otherwise by proxy or by ballot, the representatives of the Corporation designated in the form of proxy intend to vote FOR the appointment of KPMG LLP as the Corporation's auditor to hold office until the close of the next annual Shareholders' meeting and the authorization of the Directors to set remuneration for the year for KPMG LLP.

Special Business – Option Plan Resolution

The current stock option plan of the Corporation was approved, as amended, most recently by Shareholders at the meeting of Shareholders on February 9, 2022 (the "Current Plan"), for a period of three (3) years. The rules of the Toronto Stock Exchange (the "TSX") require that, every three years after institution, all unallocated options, rights or other entitlements under a security based compensation arrangement that does not have a fixed maximum number of securities issuable, such as a "rolling maximum" plan where the maximum number of securities issuable pursuant thereto is equal to a percentage of a corporation's issued and outstanding securities, must be approved by shareholders. Accordingly, since the Current Plan is a "rolling maximum" plan, the Current Plan is required to be renewed on or after February 8, 2025, and an ordinary resolution (the "Option Plan Resolution") will be placed before the Shareholders to approve all unallocated options, rights or other entitlements issuable pursuant to the Current Plan.

The Board considers the approval of the Option Plan Resolution to be appropriate and in the best interests of the Corporation. Accordingly, unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Shares represented by such form of proxy, properly executed, FOR the approval of the Option Plan Resolution. If the Option Plan Resolution is passed, the Corporation will be entitled to grant unallocated Options under the Current Plan until February 11, 2028 (being three (3) years from the date that Shareholder approval is obtained), without being required to seek further approval of the unallocated Options under the Current Plan. Whether or not the Option Plan Resolution is approved, all Options currently outstanding under the Current Plan will remain in effect in accordance with their terms. If the Option Plan Resolution is not approved, the Current Plan will remain in effect, however the Corporation will not be able to grant Options under the Current Plan after February 8, 2025, until securityholder approval is obtained.

The full text of the Option Plan Resolution is set out in Appendix "C" hereto.

Special Business – DSU Plan Resolution

The Board has approved, subject to Shareholder approval at the Meeting, a deferred share unit plan (the "DSU Plan") for the purposes of: (i) enabling the Corporation and its affiliates to recruit and retain highly qualified directors ("DSU Plan Participants"); (ii) providing such persons with an incentive for productivity and an opportunity to share in the growth and value of the Corporation; and (iii) aligning the interests of such persons with those of the Shareholders. The DSU Plan allows the Board, or a committee appointed by the Board, to grant deferred share units ("DSUs") to DSU Plan Participants consistent with the provisions of the DSU Plan, including selecting the persons to whom DSU awards will be granted and the number of shares, if any, to be covered by each applicable DSU award. A DSU is a right to receive, on a deferred payment basis, a Share or the cash equivalent of a Share on the terms contained in the DSU Plan.

An ordinary resolution (the "DSU Plan Resolution") will be placed before the Shareholders to approve, ratify and confirm the adoption of the DSU Plan and the unallocated rights thereunder. The Board considers the approval of the DSU Plan Resolution to be appropriate and in the best interests of the Corporation. Accordingly, unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Shares represented by such form of proxy, properly executed, FOR the approval of the DSU Plan Resolution. If the DSU Plan Resolution is passed, the Corporation will be entitled to grant unallocated DSUs under the DSU Plan until February 11, 2028 (being three (3) years from the date that Shareholder approval is obtained), without being required to seek further approval of the unallocated DSUs under the DSU Plan.

The full text of the DSU Plan is set out in Appendix "D" hereto. The full text of the DSU Plan Resolution is set out in Appendix "E" hereto.

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Other Business

As at the date of this Circular, management of the Corporation is not aware of any amendments or variations or other matters to come before the Meeting.

INFORMATION RESPECTING TERRAVEST INDUSTRIES INC.

General

The Corporation was formed pursuant to a plan of arrangement (the "Arrangement") under the Business Corporations Act (Alberta) on October 31, 2012. Pursuant to the Arrangement, the predecessor to the Corporation, TerraVest Income Fund (the "Fund"), an unincorporated, open-ended, limited purpose, mutual fund trust established under the laws of Alberta pursuant to a declaration of trust dated May 3, 2004, was converted into a corporation called TerraVest Capital Inc. and, among other things: (i) the Corporation acquired all the issued and outstanding units (the "Units") of the Fund; (ii) the unitholders each received one common share for each Unit held by them; (iii) the Fund was wound up and dissolved; and (iv) the Corporation was amalgamated with the former administrator of the Fund, TerraVest Industries Inc., and a number of other subsidiaries of the Fund and continued as TerraVest Capital Inc. On February 12, 2018, shareholders approved and authorized an amendment to TerraVest's articles to change the name of "TerraVest Capital Inc." to "TerraVest Industries Inc." The name change was effective on February 21, 2018, and TerraVest began trading under the new name effective at the start of trading on February 28, 2018.

TerraVest's head office is 6205 60 Street in Vegreville, Alberta, Canada T9C 1P7 and its registered office is 2900, 10180 – 101 Street, Edmonton, Alberta, T5J 3V5.

Authorized Share Capital

The Corporation currently has one class of Shares issued and outstanding that entitles holders thereof to vote at the Meeting. The Corporation is entitled to issue an unlimited number of Shares. Each Share outstanding at the Record Date is entitled to one vote at the Meeting.

Shares and the Principal Holders

As at January 9, 2025, the Corporation had 19,501,433 Shares issued and outstanding. To the knowledge of the Corporation, no person beneficially owns, directly or indirectly, or controls or directs more than 10% of the outstanding Shares other than as described below:

NAME OF HOLDER	NUMBER OF SHARES HELD DIRECTLY OR INDIRECTLY	PERCENTAGE OF AGGREGATE OUTSTANDING SHARES
Charles Pellerin^{(1)(2)}	3,453,000	17.7%
Dale H. Laniuk^{(3)(4)}	2,000,000	10.3%

Notes:
(1) As reported by Charles Pellerin.
(2) Shares owned by Charles Pellerin, 9162-2803 Quebec Inc., 9202-2599 Quebec Inc. and Société Alexco S.E.N.C.
(3) As reported by Dale Laniuk.
(4) Shares owned by Dale H. Laniuk and Lee-Lan Holdings Ltd.

GOVERNANCE

Under rules adopted by Canadian securities regulatory authorities, the Corporation is required to disclose information relating to its governance. A discussion of the Corporation's governance system within the context of National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101") is attached to this Circular as Appendix "A".

Relationship Between the Directors and Management

The Directors have in place appropriate structures to ensure that they can function independently of management. The primary responsibility of the Chair is to oversee the Directors' discharge of their responsibilities. Charles Pellerin is the current Chair of the Board of Directors.

The Chief Executive Officer of the Corporation is responsible for the day-to-day administration and management of the Corporation and its subsidiaries. The Directors or a committee thereof make all major policy decisions relating to the Corporation and its subsidiaries.

As applied to a Director herein, "independent", except with reference to the Audit Committee, has the meaning ascribed to such term in respect of a director of an issuer in sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees ("NI 52-110") and as may subsequently be in effect from time to time or any successor policy thereto and includes having no direct or indirect material relationship with the Corporation, where a "material relationship" is a relationship which could, in the view of the Directors, reasonably interfere with the exercise of such Director's independent judgement. Members of the Audit Committee are required to be independent in accordance with subsection 3.1(3) of NI 52-110.

Committees

The board of Directors has two committees: (i) the Governance and Nominating Committee; and (ii) the Audit Committee. A discussion of the governance structure of the Corporation and its subsidiaries is provided in Appendix "A" to this Circular.

Information in respect of the Audit Committee, the members of the Audit Committee, the charter of the Audit Committee and certain information regarding the audit fees paid in the 2024 and 2023 fiscal years is contained in the Corporation's annual information form dated December 12, 2024 (the "AIF"), under "Audit Committee" and in the Appendix to the AIF, which is incorporated by reference herein. A copy of the AIF may be found on SEDAR+ at www.sedarplus.ca, and, upon request, the Corporation will promptly provide a copy of such document free of charge to a Shareholder.

ELECTION OF DIRECTORS

At the Meeting, Shareholders will be asked to elect each nominee as a Director. The election of each individual Director will be effected by an ordinary resolution approved by a majority of the votes cast at the Meeting.

In the absence of contrary instructions, the representatives of the Corporation named in the form of proxy intend to vote FOR each of the nominees to be elected by the Shareholders listed below. Each of the listed nominees is currently a Director. Management of the Corporation believes that each of the listed nominees will be able to serve as a Director but, if for any reason before the Meeting, a nominee is unable to serve as a Director, the persons named in the form of proxy have the discretion to vote for another nominee at the Meeting. Each elected or appointed Director will hold office until the next annual general meeting or until a successor is duly elected or appointed.

The following table sets forth, for each Director nominated, the name, municipality of residence and principal occupation during the last five years and the number of Shares beneficially owned or controlled.

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| NAME AND MUNICIPALITY OF RESIDENCE | DIRECTOR SINCE | PRINCIPAL OCCUPATION | AGGREGATE NUMBER OF SHARES OWNED DIRECTLY OR INDIRECTLY OR OVER WHICH CONTROL OR DIRECTION IS EXERCISED AS OF THE DATE HEREOF^{(1)} |
| --- | --- | --- | --- |
| Charles Pellerin
Victoriaville, Quebec, Canada | February 15, 2014 | Principal Partner and President of Pellerin Potvin Gagnon S.E.N.C.R.L. Charles is the owner of several privately owned manufacturing businesses and owns residential, commercial and industrial properties throughout Quebec.
Since 2009, Charles has been a board member of Clarke Inc. (TSX:CKI). In addition, he has been the Executive Chairman of TerraVest (TSX:TVK) since 2014, when TerraVest acquired one of Charles's manufacturing companies. He is also a board member of: (i) Calfrac Well Services Ltd (TSX:CFW) (since May 2022); and (ii) Slate Office REIT (TSX:SOT.UN) (since June 2024). | 3,453,000 |
| Blair Cook
Halifax, Nova Scotia, Canada | October 31, 2012 | Blair Cook is a partner at Executive Finance Partners Inc., a thought leadership consulting firm serving the office of the CFO. He was CFO of Mara Renewables Corporation for 6 years, a company developing sustainable sources of Omega 3s and renewable bio-diesel fuel and was formerly CFO of Horizon Maritime, a marine asset and management company for almost 3 years. Mr. Cook serves on the Board of Clarke Inc. (TSX:CKI). | 5,985 |
| Dustin Haw
Toronto, Ontario, Canada | June 18, 2014 | President and CEO of TerraVest. He is responsible for operations, acquisitions and other strategic initiatives. Prior to TerraVest, Mr. Haw was Vice President of Investments at Clarke Inc. (TSX:CKI) – a publicly traded investment company with a focus on distressed investments. Mr. Haw holds a PhD in Physics from the University of Western Ontario and the Chartered Financial Analyst designation. | 187,778 |
| Dale H. Laniuk
Vegreville, Alberta, Canada | October 31, 2012 | Retired investor and corporate director; President and CEO of TerraVest from 2012 to 2015; President and CEO of TerraVest Industries Inc. in 2012; Non-executive Chair of TerraVest Income Fund from 2009 to 2011 with executive responsibility for Processing Equipment. | 2,000,000 |

NAME AND MUNICIPALITY OF RESIDENCE	DIRECTOR SINCE	PRINCIPAL OCCUPATION	AGGREGATE NUMBER OF SHARES OWNED DIRECTLY OR INDIRECTLY OR OVER WHICH CONTROL OR DIRECTION IS EXERCISED AS OF THE DATE HEREOF^{(1)}
Rocco Rossi
Toronto, Ontario, Canada	October 31, 2012	Mr. Rossi currently serves on the Board of Directors of the Canada EU Trade and Investment Association ("CEUTIA"). Mr. Rossi was CEO of the Ontario Chamber of Commerce representing the interests of over 60,000 businesses big and small for 6 years. He was formerly for 5 years the CEO of Prostate Cancer Canada which was ranked by the Financial Post as one of the top 3 health charities in Canada in terms of efficiency and financial transparency in 2017.	20,000
Michael (Mick) MacBean
Calgary, Alberta, Canada	May 2, 2017	Mick is a Senior Managing Director at TriWest Capital Partners. Prior to joining TriWest, Mick was a founder and CEO of Diamond Energy Services, a Saskatchewan-based energy services firm. Mick successfully operated Diamond from 1998 to 2010. Prior to Diamond, Mick was employed at ARC Financial Corporation, a Calgary-based merchant banking and private equity firm. Mick holds a Bachelor of Commerce degree from the University of Saskatchewan and is a Chartered Professional Accountant and a Chartered Director. Mick also currently serves on the Board of Directors of a number of private companies and is also a Board member of Peyto Exploration & Development Corp (TSX:PEI).	5,004

Note:
(1) Information provided by nominee, such information not being within the knowledge of the Corporation.

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To the knowledge of the Corporation, except as disclosed below:

no proposed nominee is at the date hereof, or has been within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company that:

(a) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation (an "Order") that was in effect for more than 30 consecutive days while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to an Order that was issued after the proposed director ceased to be a director or chief executive officer or chief financial officer and which resulted from an event which occurred while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer;

no proposed nominee is, as at the date hereof, or has been within 10 years before the date hereof, a director or executive officer of any company 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; and
no proposed nominee has within the 10 years before the date hereof, 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 his assets.

Majority Voting Policy for Directors

To ensure accountability to the Shareholders and in accordance with the TSX rules, the Board has adopted a majority voting policy. Under this policy, in an uncontested election of Directors, any nominee who receives a greater number of "withheld" votes than "for" votes will tender his or her resignation following certification of the Shareholder vote. The Governance and Nominating Committee will consider the resignation and recommend to the Board whether or not to accept the resignation. The Board expects that resignations will be accepted except in situations where extenuating circumstances would warrant the applicable Director to continue to serve on the Board. The Board's decision and process will be publicly disclosed by news release, which will be filed on SEDAR+ at www.sedarplus.ca.

Equity Compensation Plan Information

The following information is provided as of September 30, 2024 with respect to compensation plans under which equity securities of the Corporation are authorized for issuance. The Current Plan was approved by Shareholders at the meeting of Shareholders on February 9, 2022 and is available on the Corporation's SEDAR+ profile at www.sedarplus.ca. If the DSU Plan Resolution is approved by Shareholders at the Meeting, the Corporation will adopt the DSU Plan. The full text of the DSU Plan is available in Appendix "D" to this Circular.

TerraVest Industries Inc. - 2025 Management Information Circular

PLAN CATEGORY	NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (A)	WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (B)	NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (A)) (C) (1)
Equity compensation plans approved by security holders	983,000	$25.79	967,143(2)
Equity compensation plans not approved by security holders	Nil	N/A	Nil
Total	983,000	$25.79	967,143

Notes:
(1) Up to 10% of the Shares issued and outstanding from time to time may be reserved for issuance pursuant to Options granted under the Current Plan and DSUs granted under the DSU Plan. See “Equity Information Compensation Plan Information – Current Plan Terms” and “Equity Information Compensation Plan Information–DSU Plan Terms” for further information.
(2) Representative of approximately 4.96% relative to the issued and outstanding Shares.

Current Plan Terms

The following is a summary of the terms of the Current Plan, and is qualified in its entirety by reference to the full text of the Current Plan.

Administration

The Current Plan is administered by the Directors. The Directors have the power to establish policies and to adopt rules and regulations for carrying out the purposes, provisions and administration of the Current Plan.

Eligibility

Options may be granted under the Current Plan to any officer or other senior management employee of the Corporation or any subsidiary or affiliate of the Corporation or a corporation controlled by such persons (collectively, “Eligible Persons”). Options are not assignable or transferrable except as provided for in the Current Plan, which allows for limited circumstances whereby the personal representatives, heirs or legatees may exercise the Options upon the death of the holder of the Options (see the section entitled “Retirement; Resignation; Death, Etc.” below for a description of these circumstances).

Shares Subject to the Current Plan

The maximum number of aggregate Shares that may be subject to Options under the Current Plan and DSUs under the DSU Plan is 10% of the Shares issued and outstanding from time to time. The Current Plan is considered a “rolling maximum plan”, since the number of Shares that may be reserved for issuance pursuant to the Current Plan may increase from time to time as the number of issued and outstanding Shares increases.

No fractional Shares may be purchased or issued under the Current Plan. In no event shall: (a) the aggregate number of Shares issuable under the Current Plan and any of the Corporation’s other security based compensation arrangements (including, without limitation, the DSU Plan) to Insiders exceed 10% of the Shares then issued and

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outstanding; (b) Insiders be issued, pursuant to the Current Plan and any of the Corporation's other security based compensation arrangements (including, without limitation, the DSU Plan), within any one year period, a number of Shares which exceeds 10% of the Shares then issued and outstanding; and (c) any one Insider be issued, pursuant to the Current Plan and any of the Corporation's other security based compensation arrangements (including, without limitation, the DSU Plan), within any one-year period a number of Shares which exceeds 5% of the Shares then issued and outstanding. For the purposes of this summary of the Current Plan, "Insider" has the meaning given to such term in the TSX Company Manual, as may be amended from time to time, for the purposes of Section 613 of the TSX Company Manual.

Terms of Options

Unless otherwise determined by the Directors, the price at which Shares may be purchased under an Option (the "Option Price") shall be equal to the volume weighted average trading price of the Shares on the TSX for the five (5) trading days immediately preceding the date that the Option is granted by the Directors (the "Market Price"). The Option Price will be fixed for the term of an Option, and in no event shall the Option Price be less than the Market Price of the Shares on the date that the Option is granted by the Directors (the "Grant Date"). Unless otherwise determined by the Directors, the period in which the holder of an Option may exercise an Option (the "Option Period") shall be ten (10) years from the Grant Date, provided that in the event that the Option Period should end within a blackout period in which Eligible Persons cannot trade securities of the Corporation pursuant to the Corporation's policies on trading restrictions, or within the nine (9) business days following the expiry of such blackout period, the Option Period will end on the date which is ten (10) business days after the expiry of such blackout period. Unless otherwise determined by the Directors, each Option shall become exercisable in respect of 33 3/4% of the Shares subject to such Option after each anniversary of the Grant Date (i.e. 33 3/4% of such Shares after each of the first, second and third anniversaries of the Grant Date).

In lieu of a holder making payment by cash or cheque for the Option Price of the Shares then being purchased, the holder may make payment in full by way of a cashless exercise in accordance with such procedures as may be determined by the Board from time to time.

Retirement; Resignation; Death, Etc.

If before the expiry of an Option, the holder of an Option becomes qualified for retirement from his office or employment with the Corporation and any subsidiary or affiliate, the Option granted to such holder shall be exercisable by the holder until the earlier of: (i) the expiration date of the Option; and (ii) the end of the thirty-six (36) month period which commences on the date the holder retired; to the same extent that the Option would have otherwise been exercisable by such holder during such period (unless the Directors determine otherwise). After such period, the Option and all rights of the holder shall immediately expire and terminate.

If before the expiry of an Option, the holder of an Option dies, the Option granted to such holder shall be exercisable by the personal representatives, heirs or legatees of the deceased holder until the earlier of: (i) the expiration date of the Option; and (ii) the end of the one hundred and eighty (180) day period which commences on the date of the holder's death; to the same extent that the Option would otherwise have been exercisable by such holder during such period (unless the Directors determine otherwise). After such period, the Option and all rights of the holder thereunder shall immediately expire and terminate.

If before the expiry of an Option, the holder of an Option qualifies for benefits under the Corporation's long-term disability plan ("LTD"), the Option granted to such holder shall be exercisable by the holder until the earlier of: (i) the expiration date of the Option; and (ii) the end of the one hundred and eighty (180) day period which commences on the date that the holder became eligible for benefits under the LTD; to the same extent that the Option would have otherwise been exercisable by such holder during such period (unless the Directors determine otherwise). After such period, the Option and all rights of the holder thereunder shall immediately expire and terminate.

If before the expiry of an Option the holder of an Option resigns from his office or employment with the Corporation and any subsidiary or affiliate, the Option granted to such holder shall be exercisable by the holder until the earlier

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of: (i) the expiration date of the Option; and (ii) the end of the thirty (30) day period which commences on the date the holder tenders his resignation; to the same extent that the Option would have otherwise been exercisable by such holder prior to the date of such resignation (unless the Directors determine otherwise). For certainty, during such thirty (30) day period, the Option shall only be exercisable in respect of those Shares for which the Option would have otherwise been exercisable during such thirty (30) day period. After the period when the Option may be exercised, the Option and all rights of the holder thereunder shall immediately expire and terminate.

If before the expiry of an Option, the holder’s employment or office with the Corporation and any subsidiary or affiliate is terminated by the Corporation or any such subsidiary or affiliate for cause, the Option granted to such holder and all rights of the holder thereunder shall expire and terminate effective the date that the holder’s employment or office is terminated (unless the Directors determine otherwise).

Unless otherwise determined by the Board and provided for in the applicable option agreement, if before the expiry of an Option, the holder’s employment or office with the Corporation and any subsidiary or affiliate is terminated by the Corporation or any such subsidiary or affiliate without cause, the Option granted to such holder shall be exercisable by the holder until the earlier of: (i) the expiration date of the Option; and (ii) the end of the ninety (90) day period which commences on the effective date that the holder’s employment or office is terminated without cause. During such period, the Option shall be exercisable in respect of all Shares for which the Option would have been exercisable during the notice or severance period provided by the Corporation. After such period, the Option and all rights of the holder thereunder shall immediately expire and terminate.

Amendments to, or Discontinuance of, the Current Plan

The Current Plan includes provisions which allow the Corporation to make such amendments to outstanding Options that are appropriate to prevent dilution or enlargement of the rights granted under Options issued under the Current Plan, or to account for the reclassification, reorganization or other changes to the Shares, or to account for the consolidation, merger or amalgamation of the Corporation.

Subject to any required approval of any regulatory authority or the TSX, the Directors may at any time or from time to time suspend, terminate or discontinue the Current Plan provided that without the consent of the Option holders, such suspension, termination or discontinuance may not in any manner adversely affect the rights under any Options previously granted under the Current Plan.

Subject to any required approval of any regulatory authority, the Directors may at any time alter, amend or vary the Current Plan or any outstanding Option without the approval of the Shareholders, if the alteration, amendment or variance: (a) is of a housekeeping nature, including without limitation, for the purpose of curing any ambiguity, error or omission in the Current Plan or to correct or supplement any provision of the Current Plan that is inconsistent with any other provision of the Current Plan; (b) is necessary to comply with applicable law or the requirements of the TSX; (c) changes the vesting provisions of any Option; or (d) changes the termination provisions of an Option or the Current Plan which does not entail an extension beyond the original expiry date.

Shareholder approval must be obtained in the event of any alteration, amendment or variance to the Current Plan which: (a) increases the number of Shares issuable under the Current Plan; (b) changes the class of eligible participants under the Current Plan which has the potential of broadening or increasing participation by Insiders of the Corporation; (c) provides additional benefits to Eligible Persons at the expense of the Corporation and its existing Shareholders; (d) reduces the Option Price of Options held by Insiders of the Corporation; or (e) extends the Option Period applicable to Options held by Insiders of the Corporation.

The Current Plan was amended and restated with shareholder approval on February 9, 2022 to (among other amendments): (i) a “rolling” plan, whereby the amount of Shares that may be reserved for issuance shall be up to 10% of the issued Shares outstanding from time to time; and (ii) provide that the number of Shares that may be issued to any one Insider of the Corporation within any one-year period not exceed 5% of the then issued Shares outstanding from time to time.

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Annual Burn Rate

The following table outlines the Burn Rate (as defined below) for the Current Plan for the past three fiscal years.

	2024	2023	2022
Burn Rate (1)	-	-	5.5%

(1) The “Burn Rate” is calculated using the TSX prescribed methodology, which is the total number of Options granted under the arrangement during the applicable fiscal year, divided by the weighted average number of Shares outstanding for the fiscal year.

Acceleration Events

Unless otherwise determined by the Board and provided for in an option agreement, in the event that: (a) the Corporation obtains approval from the Shareholders for a transaction which, if completed, would constitute an Acceleration Event (defined below); (b) an Acceleration Event has occurred; or (c) the Board adopts a resolution to the effect that an Acceleration Event has occurred or is imminent; the Board shall: (a) permit the exercise of all outstanding Options within the twenty (20) day period next following the date of such notice (notwithstanding the terms of such Options which specify when such Options would otherwise be exercisable) and determine that upon the expiration of such twenty (20) day period all Options shall expire and terminate; or (b) require such holders to surrender their Options, among other matters, provided that; (i) as a result of the Acceleration Event, the holders of Shares receive equity securities of the successor corporation or entity or the acquirer; (ii) such successor corporation or entity or the acquirer has provided an irrevocable and unconditional undertaking to grant replacement options to the holders on the equity securities offered as consideration; and (iii) the Directors have determined, in good faith, that such replacement options have substantially the same economic value as the Options being surrendered. In the event that the Option holder’s employment or office is terminated without cause from the successor entity within twenty-four (24) months after the date of the change of control, the holder’s replacement options would immediately vest and would be exercisable until the earlier of: (i) the expiration date of the “replacement options”; and (ii) the end of the 90-day period which commences on the effective date of the termination of the holder’s employment or office. For the purposes of this summary, an “Acceleration Event” means the occurrence of any one or more of the following events: (a) any transaction or series of transactions with or into any other person or entity that affects any transfer, conveyance, sale, lease or exchange of all or substantially all of the assets of the Corporation (other than a person who is an associate or an affiliate of such entity); (b) any acquisition or series of acquisitions by any means whatsoever by any person (other than the Corporation or any subsidiary or affiliate thereof) or by a group of persons acting jointly or in concert (other than with the Corporation or any subsidiary or affiliate thereof) of that number of securities of the Corporation which have associated with them that number of votes which is equal to or greater than $66\frac{1}{2}\%$ of the votes associated with the then issued and outstanding voting securities of the Corporation, as the case may be; or (c) any transaction or event in which the Corporation ceases to be a “reporting issuer” under the Securities Act (Alberta), as may be amended from time to time, or in which the Shares cease to be listed for trading on the TSX.

DSU Plan Terms

The following is a summary of the terms of the DSU Plan, and is qualified in its entirety by reference to the full text of the DSU Plan, attached hereto as Appendix “D”. The DSU Plan will be adopted by the Corporation if the DSU Plan Resolution is approved by Shareholders at the Meeting.

Administration

The DSU Plan will be administered by the Board, provided, however, that the Board may at any time appoint a committee to perform some or all of its administrative functions thereunder. Pursuant to the DSU Plan, the Board will have the authority to: (i) adopt, alter and repeal such administrative rules, guidelines and practices governing the DSU Plan as it, from time to time, deems advisable; (ii) interpret the terms and provisions of the DSU Plan and

any DSUs issued under the DSU Plan; and (iii) otherwise supervise the administration of the DSU Plan. Directors may elect to receive their annual board retainer in either all cash or all DSUs.

DSUs

The DSU Plan provides for the granting of DSUs to non-executive directors of the Corporation. Under the DSU Plan, directors who are not employees of the Corporation or its affiliates may elect to defer receipt of all of their annual remuneration in an applicable fiscal year until termination of Board service or employment with the Corporation. Each DSU will provide for the right to receive from the Corporation, on a deferred payment basis, a distribution in an amount equal to the volume-weighted average trading price of one Share on the TSX for the five (5) trading days preceding the applicable date of distribution, of one Share on the terms contained in the DSU Plan.

Vested DSUs will not be redeemable and paid except upon the earlier of the death or other termination of employment or service (including as a Director) of the DSU Plan Participant with the Corporation or any of its affiliates. A DSU award may be settled in Shares, cash, or in any combination of both, however, a determination to settle a DSU in whole or in part in Shares, cash or in any combination of both will be made by the Board, in its sole discretion.

Shares Subject to the DSU Plan

The maximum number of aggregate Shares that may be subject to DSUs under the DSU Plan and Options under the Current Plan is 10% of the Shares issued and outstanding from time to time. The DSU Plan is considered a "rolling maximum plan", since the number of Shares that may be reserved for issuance pursuant to the DSU Plan may increase from time to time as the number of issued and outstanding Shares increases. The Corporation will reserve, for the purposes of the DSU Plan and the Current Plan, such amount of Shares. The number of Shares subject to each DSU award and other terms and conditions relating to such DSU awards will be determined by the Board. In no event shall: (a) the aggregate number of Shares issuable under the DSU Plan and any of the Corporation's other security based compensation arrangements (including, without limitation, the Current Plan) to Insiders exceed 10% of the Shares then issued and outstanding; (b) Insiders be issued, pursuant to the DSU Plan and any of the Corporation's other security based compensation arrangements (including, without limitation, the Current Plan), within any one year period, a number of Shares which exceeds 10% of the Shares then issued and outstanding; (c) any one Insider be issued, pursuant to the DSU Plan and any of the Corporation's other security based compensation arrangements (including, without limitation, the Current Plan), within any one-year period a number of Shares which exceeds 5% of the Shares then issued and outstanding; and (d) the value of all DSUs granted to any DSU Plan Participant during a calendar year, as calculated on the grant date (excluding DSUs granted in lieu of Board and committee retainers and meeting fees), under the DSU Plan and combined with the value of grants to such DSU Plan Participant under all other established or proposed security based compensation arrangements of the Corporation, exceed $150,000 in value. For the purposes of this summary of the DSU Plan, "Insider" has the meaning given to such term in the TSX Company Manual, as may be amended from time to time, for the purposes of Section 613 of the TSX Company Manual.

If, and to the extent, DSU awards granted under the DSU Plan terminate, expire, cancel, are exercised or are forfeited without being exercised and/or delivered, Shares subject to such awards will again be available for grant under the DSU Plan. In addition, if and to the extent a DSU award is settled for cash, the Shares subject to the award will again be available for grant under the DSU Plan.

In the event of any recapitalization, reorganization, arrangement, amalgamation, subdivision or consolidation, stock dividend or other similar event or transaction, substitutions or adjustments will be made by the Board: (i) to the aggregate number, class and/or issuer of the securities reserved for issuance under the DSU Plan; and (ii) to the number, class and/or issuer of securities subject to outstanding DSU awards, in each case (A) in a manner that reflects equitably the effects of such event or transaction and (B) is subject to the TSX's consent for so long as the Shares or any of the securities of the Corporation are listed on the TSX.

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DSU awards under the DSU Plan will be non-assignable and non-transferable in any manner, either voluntarily or involuntarily by operation of law, other than by will or by the laws of descent and distribution. Distributions in settlement of DSUs may only be made to the participant or to their legal representatives.

The Corporation will maintain for each DSU Plan Participant a notional account which will be credited with grants of DSUs in accordance with the terms of the DSU Plan. DSUs shall vest immediately upon being credited to the DSU Plan Participant's DSU account.

Amendments to the DSU Plan

Shareholder approval will be required for amendments to the DSU Plan in order to: (i) extend the term under a DSU award under the DSU Plan beyond its initial expiry; (ii) have the effect of cancelling any DSU awards and concurrently reissuing such DSU awards on different terms; (iii) permit DSU awards to be transferable or assignable by DSU Plan Participants, other than by will or by relevant laws of descent and distribution; (iv) remove or exceed the limits in the DSU Plan on participation by Insiders of the Corporation; (v) increase the maximum number of securities issuable, either as a fixed number or a fixed percentage of the Corporation's outstanding capital represented by such securities; or (vi) amend an amending provision within the DSU Plan.

Pursuant to the DSU Plan, the Board will be able to, without Shareholder approval, amend the DSU Plan with respect to: (i) amendments of a "housekeeping nature"; (ii) changes to the vesting or exercise provisions of any DSU award or the DSU Plan or any award in a manner that would not otherwise require Shareholder approval; (iii) changes to the provisions of the DSU Plan relating to the expiration of DSU awards prior to their respective expiration dates upon the occurrence of certain specified events determined by the Board; or (iv) the cancellation of an award.

Further, pursuant to the terms of the DSU Plan, the Board will be able to waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, the DSU Plan or any DSU award previously granted, prospectively or retroactively; provided that no such amendment, alteration, suspension, discontinuance, cancelation or termination of the DSU Plan or any DSU awards granted thereunder may materially impair any rights of a participant or materially increase any obligations of a participant under the DSU Plan without the consent of the participant, unless the Board determines such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements.

Termination

In the event that a DSU Plan Participant ceases to be a Director or is otherwise terminated:

due to death, unless otherwise specified by the Board, any award that was granted to a DSU Plan Participant less than 180 days before the death of such participant will immediately and automatically expire and terminate as of the date of such DSU Plan Participant's death;
for cause and where the DSU Plan Participant has engaged in misconduct resulting in a financial restatement by the Corporation, (i) any DSU award (whether vested or unvested) will automatically expire as of the date of such termination; (ii) all rights to receive payments thereunder will be forfeited by the DSU Plan Participant as of the date of such termination; and (iii) any Shares for which the Corporation has not yet delivered share certificates or the DSU Plan Participant has not received a customary confirmation through the facilities of The Canadian Depository for Securities Limited (or its successor) in respect thereof, as applicable, will be immediately and automatically forfeited; or
for any other reason, any unvested DSUs held by such DSU Plan Participant will terminate 30 days following the date of termination and all rights to receive payment thereunder forfeited.

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Change of Control

Under the DSU Plan, in the event of a change of control of the Corporation, unless provided otherwise in an individual employment agreement, (A) the Board and the successor corporation or entity (the "Successor") may execute such instruments and do such things as are necessary, if any, to establish that upon the consummation of such transaction the Successor will have assumed all covenants and obligations of the Corporation under the DSU Plan outstanding on consummation of the transaction in a manner that substantially preserves and does not impair the rights of the participants thereunder in any material respect (including the right to receive shares, securities, cash or other property of the Successor in lieu of Shares upon the subsequent settlement or payment of DSU awards) and (B) if, within 12 months following a change of control, a DSU Plan Participant's employment relationship or service as Director with the Corporation, an affiliate or the continuing entity is terminated without cause, or the participant resigns from their employment or service as a result of either (i) a substantial diminution in the participant's authorities, duties, responsibilities, status (including titles and reporting requirements) from those in effect prior to the change of control, (ii) the Corporation requiring the participant to be based at a location in excess of 100 km from the participant's principal job location prior to the change of control, or (iii) a material reduction in the participant's base salary or substantial reduction in the participant's target compensation under any incentive compensation plan, then the vesting of all DSU awards then held by such participant (and, if applicable, the time during which such DSU Awards may be exercised) will be accelerated and such participant will have all of their DSUs immediately vest.

Indebtedness of Directors and Executive Officers

To the knowledge of the Corporation, as at January 9, 2025, none of the Directors, executive officers or senior officers of the Corporation were indebted to the Corporation or its subsidiaries.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following is a discussion of the significant elements of compensation awarded to, earned by, paid, or payable to the Chief Executive Officer ("CEO") of the Corporation, Chief Financial Officer ("CFO") of the Corporation and the three most highly paid executive officers of the Corporation or a subsidiary thereof, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 (the "NEOs").

Governance and Nominating Committee

The Governance and Nominating Committee consists of all the members of the Board. In respect of compensation matters, the Governance and Nominating Committee is responsible for:

reviewing, at least annually, the overall compensation policies and guidelines and its objectives related to Director, Board and executive compensation, as well as its corporate succession and development plans for the senior management team; and
determining that the compensation of Directors and Board members realistically reflects the responsibilities and risks involved in being an effective Director or Board member, as the case may be.

In addition, in conjunction with the compensation responsibilities of the Governance and Nominating Committee, the Board shall review on an ongoing basis the overall compensation policies and guidelines and its objectives related to executive and senior officer compensation and succession and development plans.

Each of the current and former members of the Governance and Nominating Committee referred to above is an experienced business person with a broad range of relevant experience to assist them in the performance

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of their responsibilities as Committee members. The Governance and Nominating Committee discharges its mandate and performs its duties at the Board meetings, as opposed to at stand-alone meetings.

The Governance and Nominating Committee has not retained a compensation consultant or advisor in each of the two most recently completed financial years or since the end of the last completed financial year.

Compensation Philosophy

The Governance and Nominating Committee’s executive compensation philosophy is guided by its objective to attract and retain executives critical to the success of, as appropriate, the Corporation or the specific portfolio business for which the executive is responsible.

Trading Restrictions

NEOs and Directors are permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or Director.

CEO Employment Agreement

The Corporation and Mr. Dustin Haw are parties to a letter agreement that provides for certain termination provisions. If Mr. Haw’s employment is terminated by the Corporation without cause, he would receive one month base salary. If Mr. Haw’s employment had been terminated by the Corporation on September 30, 2024, for any reason other than just cause, the Corporation would have been obligated to pay Mr. Haw an incremental payment of $41,667.

CIO Employment Agreement

The Corporation and Mr. Mitchell Gilbert are parties to a letter agreement that provides for certain termination provisions. If Mr. Gilbert’s employment is terminated by the Corporation without cause, he would receive twelve months base salary. If Mr. Gilbert’s employment had been terminated by the Corporation on September 30, 2024, for any reason other than just cause, the Corporation would have been obligated to pay Mr. Gilbert an incremental payment of $400,000.

Other NEOs

The Governance and Nominating Committee sets base compensation for each NEO based on the scope of the position and prior experience.

Performance Objectives

For 2024, the Governance and Nominating Committee assessed individual performance based on role descriptions. Any bonus payments to NEO’s were determined by the board of directors of the relevant portfolio business based on the board’s assessment of individual performance based on the factors the board of directors of the relevant portfolio business determines appropriate.

Risk Considerations

The compensation of each of the NEOs, which is at the complete discretion of the Governance and Nominating Committee, is composed of base salary and, if applicable, a bonus component (which may be paid through the purchase of Shares on the TSX) and an option-based award. In determining the bonus to be paid in a particular year, neither the Governance and Nominating Committee nor the board of directors of the relevant portfolio business relies on any formalized set of subjective or objective criteria. In considering the potential risks

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associated with the Corporation's executive compensation structure, the Governance and Nominating Committee believes that this mix of base salary and discretionary bonus does not incentivize or encourage inappropriate risk taking on the part of NEOs, as any bonus awards are discretionary and determined on the basis of the Committee's assessment of individual performance based on the factors the Committee, or the board of directors of the relevant portfolio business, determines appropriate. The Governance and Nominating Committee takes into account previous grants of options when considering new grants. The Board and the Corporation's executive officers consider the implementation of and amendments to any share-based or option-based incentive plans the Corporation may have in place from time to time.

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Summary Compensation Table

The following table summarizes the compensation paid to NEOs at the end of the three most recently completed financial years, for each NEO in the most recently completed financial year:

NAME AND PRINCIPAL POSITION	YEAR	SALARY	OPTION-BASED AWARD	NON-EQUITY INCENTIVE PLAN COMPENSATION ANNUAL INCENTIVE PLAN^{(3)}	ALL OTHER COMPENSATION^{(4)}	TOTAL COMPENSATION
Dustin Haw, CEO	2024	$462,500^{(5)}	Nil	$207,900	Nil	$670,400
	2023	$412,500	Nil	$196,835	Nil	$609,335
	2022	$328,058	$892,136^{(1)}	$214,200	Nil	$1,434,394
Marilyn Boucher, CFO	2024	$260,490	Nil	$32,560	Nil	$293,050
	2023	$238,536	Nil	$31,028	$14,064	$283,628
	2022	$206,852	Nil	$37,336	$12,241	$256,429
Mitchell Gilbert, Chief Investment Officer	2024	$400,000	Nil	Nil	Nil	$400,000
	2023	$400,000	Nil	Nil	$15,600	$415,600
	2022	$325,577	$747,973^{(2)}	Nil	$14,928	$1,088,478
Pierre Fournier, President, HVAC Equipment Segment	2024	$331,758	Nil	Nil	Nil	$331,758
	2023	$330,044	Nil	$147,521	$26,627	$504,192
	2022	$293,485	Nil	$196,839	$26,197	$516,521
Mitchell Debelser, President, Compressed Gas Equipment Segment	2024	$334,000	Nil	$265,122	Nil	$599,122
	2023	$309,000	Nil	$272,160	Nil	$581,160
	2022	$270,000	Nil	$150,000	Nil	$420,000

Notes:
(1) The fair value of stock option is determined using the Black-Scholes option pricing model. The following key assumptions were used to value the fair value of the stock options: risk-free interest rate between 1.72% and 1.73%, expected dividend yield between 1.78% and 2.30% and expected volatility between 19.23% and 20.11%.
(2) The fair value of stock option is determined using the Black-Scholes option pricing model. The following key assumptions were used to value the fair value of the stock options: risk-free interest rate of 1.72%, expected dividend yield of 2.30% and expected volatility of 19.23%.
(3) Amounts reflect bonus payments made in the year in respect of performance in the prior year.
(4) Includes the amounts that reflect matching contributions to employer's deferred profit sharing plan. The aggregate amount of perquisites and other personal benefits, securities or property received in the fiscal year which were not greater than 10% of the total salary for each NEO for such fiscal year were not disclosed in the table.
(5) Beginning January 1, 2025, Mr. Haw’s base salary was increased to $750,000 per year.

Option-Based Awards

There are 983,000 Options outstanding under the Current Plan.

Incentive Plan Awards

The following table sets forth certain information, in relation to the NEOs, regarding share-based and option-based awards outstanding as of the end of the financial year of the Corporation ended September 30, 2024.

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	Option-Based Awards				Share-Based Awards
	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-the-Money Options(1) ($)	Number of Shares That Have not Vested (#)	Market or Payout Value of Share-Based Awards That Have not Vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Dustin Haw, CEO	33,333	24.49	February 18, 2032	2,387,309	-	-	-
	66,667	26.99	February 18, 2032	4,608,023
	100,000	29.49	February 18, 2032	6,662,000
	100,000	31.99	February 18, 2032	6,412,000
	100,000	34.49	February 18, 2032	6,162,000
Marilyn Boucher, CFO	Nil	N/A	N/A	N/A	-	-	-
Mitchell Gilbert, Chief Investment Officer	333,000	24.49	February 18, 2032	23,849,460	-	-	-
Pierre Fournier, President, HVAC Equipment Segment	Nil	N/A	N/A	N/A	-	-	-
Mitchell Debelser, President, Compressed Gas Equipment Segment	Nil	N/A	N/A	N/A	-	-	-

Note:
(1) Represents the aggregate dollar amount of in-the-money unexercised Options held at the end of the most recent financial year of the Corporation. The value of in-the-money unexercised Options is calculated based on the difference between the market value per Common Share as at September 30, 2024 ($96.11 per Common Share on the Toronto Stock Exchange) and the exercise price of the Option.

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The following table sets forth certain information, in relation to the NEOs, regarding the value vested or earned in connection with incentive plan awards during the financial year of the Corporation ended September 30, 2024.

Name	Option-Based Awards – Value Vested During the Year ($)	Share-Based Awards – Value Vested During the Year ($)	Non-Equity Incentive Plan Compensation – Value Earned During the Year ($)
Dustin Haw, CEO	2,053,979	N/A	207,900
Marilyn Boucher, CFO	N/A	N/A	32,560
Mitchell Gilbert, Chief Investment Officer	3,558,660	N/A	Nil
Pierre Fournier, President, HVAC Equipment Segment	N/A	N/A	Nil
Mitchell Debelser, President, Compressed Gas Equipment Segment	N/A	N/A	265,122

COMPENSATION OF DIRECTORS

The non-management Directors receive compensation that is intended to accomplish three goals: to retain and attract qualified Directors; to align the interests of Directors with the interests of Shareholders; and to encourage the Directors to hold a continuing equity interest in the Corporation. The compensation paid to each individual, other than members of management, for acting as a Director is: a retainer of: (x) prior to January 1, 2025, $40,000 per year; and (y) following January 1, 2025, $70,000 per year; an additional $10,000 per year if serving as Chair, an additional $10,000 per year if serving as a committee chair and $1,000 for each meeting of Directors and/or committee meeting attended in person or by telephone (except that each individual receives only $1,000 for attending a meeting of Directors and a committee meeting that occur on the same day). Some or all of this compensation may be paid in Shares purchased on the TSX and, provided that the DSU Plan is adopted, DSUs. The Corporation also reimburses the Directors for out-of-pocket expenses for attending meetings.

The following compensation table sets out the compensation provided to the Corporation's non-management Directors in the year ended September 30, 2024.

NAME AND BOARD POSITION	FEES EARNED(1)	SHARE-BASED AWARDS	OPTION-BASED AWARDS	NON-EQUITY INCENTIVE PLAN COMPENSATION	PENSION VALUE	ALL OTHER COMPENSATION	TOTAL COMPENSATION
Charles Pellerin(2)	Nil	Nil	Nil	Nil	Nil	$244,000	$244,000
Blair Cook, Chair of the Audit Committee	$54,000	Nil	Nil	Nil	Nil	Nil	$54,000
Rocco Rossi	$44,000	Nil	Nil	Nil	Nil	Nil	$44,000
Dale Laniuk	$44,000	Nil	Nil	Nil	Nil	Nil	$44,000
Mick MacBean	$44,000	Nil	Nil	Nil	Nil	Nil	$44,000

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Notes:
(1) Includes all fees awarded, earned, paid, or payable in cash for services as Director, including annual retainer fees, committee, chair, and meeting fees. See attached Appendix “A” under the section entitled “Further Information Regarding the Directors” for the record of meeting attendance.
(2) As at January 1, 2024, Mr. Pellerin’s company, Pellerin Strategies Conseils Inc., was paid a total of $252,000 per year for consulting fees, which include compensation for Mr. Pellerin’s Board fees. Beginning January 1, 2025, these consulting fees were increased to $500,000 per year.

Incentive Plan Awards

The following table sets forth certain information, in relation to the Corporation’s non-management Directors, regarding share-based and option-based awards outstanding as of the end of the financial year of the Corporation ended September 30, 2024.

	Option-Based Awards				Share-Based Awards
	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-the-Money Options(1) ($)	Number of Shares That Have not Vested (#)	Market or Payout Value of Share-Based Awards That Have not Vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Charles Pellerin	100,000	$13.12	Jan. 20, 2027	8,299,000	-	-	-
	150,000	$24.49	Feb. 18, 2032	10,743,000

The following table sets forth certain information, in relation to the Corporation’s non-management Directors, regarding the value vested or earned in connection with incentive plan awards during the financial year of the Corporation ended September 30, 2024.

Name	Option-Based Awards – Value Vested During the Year ($)	Share-Based Awards – Value Vested During the Year ($)	Non-Equity Incentive Plan Compensation – Value Earned During the Year ($)
Charles Pellerin	1,603,000	N/A	N/A

The Directors and officers of the Corporation are covered by insurance in respect of liability that may be incurred by them acting in such capacity with a maximum coverage of $10,000,000 a year and a deductible of up to $100,000 per claim, depending on the type of claim, unless the liability arises because such Director or officer fails to act honestly and in good faith with a view to the best interests of each of the Corporation and its subsidiaries, as the case may be. There are certain exclusions, including exclusions for related party transactions, claims by holders of ten percent or more of any class of securities and bodily injury, property damage, and for acts resulting in personal advantage to which the Director or officer was not legally entitled. Some exclusions are covered under other insurance policies. For the period from September 30, 2023 to September 30, 2024, the total premium was $39,683.

PERFORMANCE GRAPH

The following graph compares the total return for $100 invested in Shares (and assuming reinvestment of Distributions and dividends) on September 30, 2019 to September 30, 2024 with the total return of the S&P/TSX Composite Index over the same period.

	30-Sep-19	30-Sep-20	30-Sep-21	30-Sep-22	30-Sep-23	30-Sep-24
TerraVest Industries Inc.	$100	$119	$192	$196	$304	$752
S&P/TSX Composite	$100	$100	$128	$121	$133	$168

Compensation Trend

The Share price has generally not been in line with executive compensation increases and decreases, base salary and discretionary bonuses are generally independent of the Share price. The Share price has been affected by, among other matters, change in dividend policy, acquisitions, public offerings and the sale of certain subsidiaries.

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ADDITIONAL INFORMATION

Additional information relating to the Corporation is included in its AIF, its audited financial statements for the twelve months fiscal year ended September 30, 2024 (the Corporation’s most recently completed fiscal year) and the related management’s discussion and analysis (“MD&A”). Financial information is provided in the Corporation’s comparative financial statements and MD&A for its most recently completed financial year. Shareholders may contact the Corporation to request copies of the Corporation’s financial statements and MD&A by sending a request to the Office of the Corporation. The Corporation may require a non-Shareholder to pay a reasonable charge for the material requested. This and other additional information relating to the Corporation may also be found on SEDAR+ at www.sedarplus.ca.

TerraVest Industries Inc.
Attention: Dustin Haw, CEO
98, des Industries
Cowansville, QC J2K 0A1

Or by phone: (450) 378-2334
Or by fax: (450) 378-5202
Or by email: [email protected]

TerraVest Industries Inc. – 2025 Management Information Circular
A-1

APPENDIX “A” STATEMENT OF GOVERNANCE PRACTICES AND GUIDELINES

TerraVest Industries Inc. and its related portfolio businesses (referred to in this Statement of Governance Practices and Guidelines as "TerraVest" or the "Corporation") are committed to maintaining a high standard of corporate governance and stakeholder accountability. This discussion is intended to provide an overview of TerraVest's approach to governance and to set out and describe the mandates, terms of reference, policies, codes and other governance-related documents that together are relied upon by TerraVest to meet its commitment to good governance.

TERRAVEST GOVERNANCE

In order to understand TerraVest's approach to governance, it is important to understand the organizational structure of TerraVest and the primary decision-making bodies within TerraVest that have responsibility for overseeing various elements of the corporate governance framework. TerraVest's structure can best be understood as being made up of two components: (1) the Corporation-level; and (2) the portfolio business level. Each of these components is described below.

The Corporation is governed by its directors (the "Directors"), the members of which are elected by the Shareholders of the Corporation.

The portfolio business structure primarily consists of limited partnerships and corporate entities through which the Corporation invests. In the case of its limited partnerships, the Corporation holds its investment in each of the limited partnerships directly.

The applicable corporate entity or general partner of each limited partnership is the primary entity through which decisions relating to each portfolio business are made. Each general partner has a board of directors made up of a combination of representatives of TerraVest and, in some cases, representatives of the existing management team of the portfolio business (reflecting the ongoing investment of such team in the portfolio business). Representatives of TerraVest, acting on behalf of the Corporation always constitute a majority of the board of directors of each portfolio business.

This Statement of Governance Practice and Guidelines contains a number of references to the "senior management team" of TerraVest. The senior management team includes the chief executive officer and the chief financial officer of the Corporation and the president of each portfolio business within TerraVest.

GOVERNANCE FRAMEWORK

TerraVest Boards and Committees

In very brief form, the primary focus of each of the TerraVest boards (being the Board of the Corporation and the boards of the portfolio businesses) is as follows:

Directors: investment and management of the Corporation's property; overall responsibility for governance framework
boards of directors of portfolio businesses: stewardship of the business and affairs of the portfolio business

Further details with respect to these roles and responsibilities are contained in the TerraVest Board Mandate and in the related TerraVest Board and committee Charters that form part of TerraVest's governance documentation that are summarized herein. The Directors have developed written position descriptions for the Chair of the Board, the chair of each committee, and the senior management team.

Mandate of the Directors

The Directors have primary responsibility and accountability for the overall stewardship of TerraVest, which they fulfill either directly or by delegating specific responsibilities to the boards and management of TerraVest's portfolio businesses, and then overseeing and ensuring that those responsibilities are being appropriately fulfilled.

The major responsibility of the Directors is to protect the interest of the Shareholders of the Corporation by overseeing the investment and management of the Corporation's property. This responsibility is met directly by the Directors by retaining decision-making authority in respect of matters such as approving the overall governance model used by TerraVest, determining if and when new Shares should be offered, approving dividends to Shareholders, approving investment decisions being made by or on behalf of the Corporation and ensuring that at all times proper structures, processes and individuals are in place to manage the business and affairs of TerraVest.

Responsibility for the general and day-to-day business, operational and financial affairs of TerraVest has been delegated by the Directors to the boards and management of TerraVest's portfolio businesses, as set out in the mandates and contractual arrangements for these entities. On an ongoing basis, the Directors monitor the stewardship of TerraVest by its delegates.

The text of the mandate of the Board is set forth on Appendix "B".

Independence of the Directors

The Board of Directors, on advice from the Governance and Nominating Committee, has determined that four of the six Directors who serve in that capacity had no material relationship with the Corporation and therefore may be considered "independent" under sections 1.4 and 1.5 of NI 52-110. The following Directors have been determined by the Board to be independent: Messrs. Cook, Rossi, MacBean and Laniuk. Messrs. Pellerin and Haw are not considered independent as (i) they sit or have sat on the Executive Committee of the Corporation within the last three years, which oversees the operations of the Corporation; and (ii) Mr. Pellerin's company, Pellerin Strategies Conseils Inc., is paid consulting fees, which are detailed above in the Circular.

Further Information Regarding the Directors

The following Directors are directors of other reporting issuers:

Blair Cook – Clarke Inc.
Charles Pellerin – Clarke Inc.; Calfrac Well Services Ltd.; Slate Office REIT
Mick MacBean – Peyto Exploration and Development Corp.

At their discretion, the independent Directors hold regularly scheduled meetings, or designate regularly scheduled portions of full Director meetings, at which non-independent Directors and management are not in attendance.

The following table discloses the record of meeting attendance for all meetings held in the year ended September 30, 2024:

TerraVest Industries Inc. – 2025 Management Information Circular

DIRECTOR	NUMBER OF MEETINGS ATTENDED
	BOARD OF DIRECTORS	COMMITTEES
Dale H. Laniuk^{(1)}	4 of 4	4 of 4
Charles Pellerin^{(1)}	4 of 4	4 of 4
Blair Cook	4 of 4	4 of 4
Dustin Haw^{(1)}	4 of 4	4 of 4
Rocco Rossi	4 of 4	4 of 4
Mick MacBean	4 of 4	4 of 4

Notes:
(1) Attended all audit committee meetings but was not compensated for those meetings as he was not on the Audit Committee.

SUMMARY OF BOARD OF DIRECTORS AND COMMITTEE MEETINGS HELD	NUMBER
Board of Directors	4
Audit	4
Governance and Nominating	0^{(1)}

Note:
(1) As the Governance and Nominating Committee is comprised of the entire TerraVest Board, this committee's mandate was carried out during regular board meetings throughout the 2024 fiscal year, and as such, there were no stand-alone meetings of the Governance and Nominating Committee.

Relationship with Management

The TerraVest Board's stewardship responsibilities are primarily focused on oversight and monitoring of TerraVest's investments, management, financial performance, policies, procedures, communications, reporting and compliance. Management of TerraVest is responsible for the development and implementation of the long-term strategy for the Corporation and for the administration of the day-to-day business and affairs of TerraVest, with the role of the TerraVest Board being to review and monitor the implementation and results of such strategies and business performance. The TerraVest Board will support and encourage management in the performance of their duties.

The Directors have open access to management for relevant information to permit the Corporation to fully comply with its legal and other regulatory obligations and to allow the Directors and the Board to fulfill their duties.

Orientation and Continuing Education of Board Members

The Governance and Nominating Committee has the responsibility for developing an orientation program and continuing education program for new Directors and new members of the portfolio businesses within TerraVest with respect to their duties as directors. The Statement of Expectations of Directors of the Corporation and Board Charter and Mandate provide that each Director is expected to, among other things: (a) become generally knowledgeable of the investments of the Corporation; (b) participate in Director orientation and development programs developed by the Governance and Nominating Committee from time to time; (c) maintain a current understanding of the regulatory, legislative, business, social and political environments within which TerraVest operates; (d) become acquainted with the senior managers and advisors of TerraVest; and (e) visit TerraVest's offices and the offices of business in which TerraVest has invested, when appropriate. The Position Descriptions for the Chairs of the Board of Directors and the boards of the entities in TerraVest provide that the Chairs have responsibility, together with the Governance and Nominating Committee, for facilitating continuous education of Board members both within and outside formal Board meeting, including through appropriate orientation of new Board members, regular dialogue

TerraVest Industries Inc. – 2025 Management Information Circular

between the Chair and Board members and encouraging and creating opportunities for Board members to interact with and establish relationships with the senior management team.

Committees

BOARD	BOARD OF DIRECTORS TERRAVEST INDUSTRIES INC.
COMMITTEE	Governance and Nominating Committee
COMMITTEE	Audit Committee

Certain of the duties and responsibilities of the TerraVest Boards are delegated to committees. These committees are intended to assist in the effective functioning of the TerraVest Boards and to help ensure that the views of independent Directors are effectively represented. The Director committees should be comprised entirely of independent Directors. In particular, the Directors have established a Governance and Nominating Committee and an Audit Committee. The delegated authority, roles and responsibilities of each of these committees are set out in a Charter approved for each committee.

Management and the boards of directors of the portfolio businesses may also establish committees for specific purposes.

Board and Committee Chairs

Each TerraVest Board, and each committee of a TerraVest Board, appoints a chair from among its members, giving consideration to any recommendation made by the Governance and Nominating Committee. The duties and responsibilities of the chair are set out in a Position Description that has been approved for the chair of each TerraVest Board and committee.

Audit Committee

Information in respect of the Audit Committee, the members of the Audit Committee, the charter of the Audit Committee and certain information regarding the audit fees paid in the 2024 and 2023 fiscal years is contained in the Corporation's annual information form dated December 12, 2024 under "Audit Committee" and the Appendix to the annual information form, both of which are incorporated by reference herein and may be found on SEDAR+ at www.sedarplus.ca. The Audit Committee is comprised of Blair Cook (Chair), Rocco Rossi and Mick MacBean.

Governance and Nominating Committee

The Governance and Nominating Committee is comprised of the Board as a whole and its mandate is to oversee and assess the functioning of the Directors and the senior management team of TerraVest and for the development, recommendation to the Directors and/or the Board, implementation and assessment of effective corporate governance principles applicable to the Corporation, the Board and the portfolio businesses in which the Corporation holds business investments, including reviewing TerraVest's overall compensation policies and guidelines and succession and development plans for the Directors, the Board and the senior management team.

TerraVest Industries Inc. – 2025 Management Information Circular

The Governance and Nominating Committee is responsible for reviewing, approving or making recommendations to the Directors or the Board in respect of:

criteria for qualification as a member of the Directors or the Board, as the case may be;
the long-term plan for the composition of the Directors and the Board that takes into consideration current strengths, skills and experience and the overall strategic direction of TerraVest;
annually, in consultation with the Chair of the Board and management, proposing the nominees for election as Directors and members of the Board, including identifying and proposing new qualified nominees to act as Directors and/or directors;
the membership of committees of the Board and the membership of the boards of each of the portfolio businesses; and
retaining and terminating any search firm to be used to identify director candidates.

In respect of compensation matters, the Governance and Nominating Committee is responsible for:

reviewing, at least annually, TerraVest's overall compensation policies and guidelines and its objectives related to Director and executive compensation, as well as its corporate succession and development plans at the senior management team level; and
determining that the compensation of Directors realistically reflects the responsibilities and risks involved in being an effective Director or Board member, as the case may be.

In addition, in conjunction with the compensation responsibilities of the Governance and Nominating Committee, the Board shall review on an ongoing basis TerraVest's overall compensation policies and guidelines and its objectives related to executive and senior officer compensation and succession and development plans.

The Governance and Nominating Committee duties comprise four areas: governance, nominations, compensation and disclosure. In respect of governance, the Governance and Nominating Committee is responsible for reviewing, approving or making recommendations to the Board in respect of guidelines, policies, procedures and practices related to matters of corporate governance. As noted above, the Governance and Nominating Committee is also responsible for the nomination process and compensation. In respect of disclosure, the Committee has been delegated responsibility for reviewing, monitoring and evaluating TerraVest's disclosure and communications policies and practices to ensure compliance with applicable legislative, regulatory and stock exchange requirements and to ensure adherence to standards of good governance. Primary responsibility for disclosure and communications rests with the senior management team, and the Committee's role is focused on ensuring that appropriate policies and procedures are in place and being observed.

The Governance and Nominating Committee is responsible for assessing on an on-going basis (and at least annually) in accordance with an evaluation process approved by the Directors, the performance of the members of the Board, committees of the Directors and the boards of the portfolio businesses, including the effectiveness of each board or committee as a whole and the contribution of individual members of the Board.

TerraVest Industries Inc. – 2025 Management Information Circular

TerraVest's, Codes and Procedures

The TerraVest Boards have adopted three primary policies that are applicable to all TerraVest personnel:

Code of Business Conduct and Ethics
Disclosure, Communications and Insider Trading Policy
Whistleblower Policy

These policies have been adopted in order to promote honest and ethical conduct, including fair dealing and the ethical handling of actual or apparent conflicts of interest, to promote full, fair, accurate, timely and understandable disclosure, to promote compliance with applicable laws and governmental rules and regulations, to protect TerraVest's legitimate business interests, including corporate opportunities, assets and confidential information, and to deter wrongdoing. All TerraVest personnel are expected to be familiar with these policies and to adhere to those principles and procedures that apply to them.

Ethical Business Conduct

The Board of Directors has developed a Code of Business Conduct and Ethics (the "Code"), which is available on SEDAR+ at www.sedarplus.ca and on the Corporation's website at www.terravestindustries.com. The Code is applicable to all directors, officers and employees of TerraVest.

The chair of the Board of Directors and each chair of the other TerraVest Boards is responsible for overseeing compliance with the Code of each member of their respective Boards. The Governance and Nominating Committee is responsible for the Corporation's compliance with the Code, including ensuring that there is an adequate process administered by the Audit Committee to encourage all levels of employees to bring "whistleblower" issues to the attention of the Audit Committee in accordance with TerraVest's Whistleblower Policy. The Audit Committee has the responsibility to review with management and the external auditor the Code and report to the Board of Directors and Governance and Nominating Committee, as appropriate, in respect thereof.

The Code further provides that conflicts of interest are prohibited as a matter of corporate policy, except as specifically approved by the Directors and except in accordance with applicable laws and regulations. Directors are expected to immediately declare any conflict of interest and not to participate in any decision or board action respecting the subject matter of the conflict.

Director Term Limits and Other Mechanisms of Board Renewal

Each director elected serves until the next annual meeting of shareholders unless his or her office is earlier vacated in accordance with the by-laws of the Corporation. The Board does not currently have a limit on the number of consecutive terms for which a director may sit as it believes that arbitrary term or age limits often prevent or restrict the continued service on the Board of the most experienced and valuable directors who will have acquired an institutional knowledge of the Corporation from such years of service. The imposition of inflexible term limits may not necessarily correlate with returns or benefits for stakeholders. Rather, the Board maintains a flexible approach to Board succession whereby it considers the addition of potential candidates in conjunction with its assessments of current directors and the Board as a whole. The Governance and Nominating Committee has an effective director evaluation process which is used at least annually and which the Board believes is a more effective method to assess the fitness for service on the Board than age or term served. Further, the Governance and Nominating Committee surveys each director individually prior to each meeting of shareholders at which directors are to be elected to determine whether each director has sufficient time to devote to his or her Board duties and whether there is any other reason for which such director does not believe he or she should stand for re-election. The Board believes that the above approach allows the Corporation to maintain an effective Board succession process.

TerraVest Industries Inc. – 2025 Management Information Circular

Policies Regarding the Representation of Women on the Board

The Corporation has not adopted a written policy relating to the identification and nomination of women directors. The members of the Board have diverse backgrounds and expertise and were selected on the belief that the Corporation and its stakeholders would benefit materially from such a broad range of talent and experience. As the need for new directors or executive officers arises, the Governance and Nominating Committee assess candidates on the basis of knowledge, industry experience, financial literacy, professional ethics and business acumen. While the Governance and Nominating Committee recognize the potential benefits from new perspectives that could manifest through greater gender diversity and recognizes that diversity can enhance culture and create value for the Corporation and its stakeholders, the Corporation has not formally adopted a written diversity policy.

Consideration of the Representation of Women in the Director Identification and Selection Process

The Governance and Nominating Committee considers the level of representation of women as one of the factors in identifying and nominating candidates for election or re-election to the Board, by attempting to identify the most diverse (including gender-diverse) and inclusive pool of available candidates. The Corporation to date has sought to increase diversity at the Board level through the recruitment efforts of the Governance and Nominating Committee and the Board remains receptive to increasing the representation of women on the Board, as director turnover occurs. The Governance and Nominating Committee takes into consideration diversity (including gender diversity) as one of the many factors to maintain an appropriate mix and balance of diversity, attributes, skills and experience. The other factors that the Governance and Nominating Committee considers are: the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess; the competencies and skills that the Board considers each existing director to possess; the competencies and skills each new nominee will bring to the Board; the time and energy of the proposed nominee to devote to the Board tasks; the independence of the proposed nominee; and the understanding by the proposed nominee of the nature of the business and operations of the Corporation. Ultimately, Board appointments are based on merit measured against objective criteria, having due regard to the benefits of diversity in board composition, with the goal of maximizing the effectiveness of corporate decision-making and fulfilling the best interests of stakeholders.

Consideration Given to the Representation of Women in Executive Officer Appointments

The Corporation does consider the level of representation of women in executive officer positions when making executive officer appointments. The Corporation also considers the skills and experience necessary for the position, as well as each individual candidate's competence, qualification, experience and performance regardless of gender, age, ethnic origin or other aspects of diversity when determining executive officer appointments. While the Corporation has not adopted a target regarding women in executive officer positions of the Corporation (discussed below), it is committed to advancing women, and other individuals representing a diversity of backgrounds, into leadership roles in the Corporation through mentoring, continuing educational development and succession planning processes.

TerraVest Industries Inc. - 2025 Management Information Circular

Targets Regarding the Representation of Women on the Board and in Executive Officer Positions

The Corporation has not adopted a target regarding women on the Board, as the Board does not believe a fixed target regarding the representation of women on the Board or in senior leadership (including executive officer positions) would automatically result in the identification or selection of the most appropriate candidates for the Corporation's specialized business and its current stage of operations. None (0%) of the directors on the Board are women. One (11.1%) of the executive officers of the Corporation is a woman. Diversity, including gender, age, nationality, cultural and educational background and business and other experience, is one of the factors that the Governance and Nominating Committee considers in identifying and nominating candidates for election or re-election to the Board. The Governance and Nominating Committee believes all of these factors are relevant to ensure high functioning board members and that establishing fixed targets based upon only one of these factors may disqualify desirable director candidates. Further, the Governance and Nominating Committee believes that appointments of directors and executive officers should be made, and should be perceived as being made, on the merits of individuals and that the adoption of a fixed target could interfere with the application of this approach. Merit is considered by the Governance and Nominating Committee against objective criteria, while having due regard to the benefits of diversity and to the needs of the Corporation. The Corporation is committed to providing an environment in which all employees and directors are treated with fairness and respect, and have equal access to opportunities for advancement based on skills and aptitude.

TerraVest Industries Inc. – 2025 Management Information Circular

TerraVest Industries Inc. – 2025 Management Information Circular
B-1

APPENDIX "B"

See attached.

APPENDIX "B"
TERRAVEST GROUP BOARD OF DIRECTORS CHARTER FOR
TERRAVEST INDUSTRIES INC.

Background and Purpose

This Charter sets out the mandate, authority, responsibilities, structure and procedures of the board (the "Board") of directors (the "Directors") of TerraVest Industries Inc. (the "Corporation"). The Directors carry out their mandate and fulfill their responsibilities in conjunction with the boards of directors of the portfolio companies (i.e. the corporations and limited partnerships) in which the Corporation holds business investments (e.g. RJV and Diamond) (the Corporation and all of the portfolio companies of the Corporation from time to time being referred to herein as the "TerraVest Group") and the Senior Management Team of the TerraVest Group. References to the "Senior Management Team" include the chief executive officer and chief financial officer of the TerraVest Group and the president of each portfolio company in the TerraVest Group.

Authority

The organization of the Board and its authority are subject to any restrictions, limitations or requirements set out in the Corporation's constating documents, including its articles and bylaws, as well as any restrictions and limitations or requirements set out under applicable laws, including the Business Corporations Act (Alberta) (the "Act"), Canadian securities laws as well as the standards, policies and guidelines of the stock exchange(s) on which the Corporation's securities are listed (collectively, the "Applicable Law").

Mandate of the Board

Purpose

The primary function of the Directors is to supervise the management of the business and affairs of the Corporation and provide for stewardship of the TerraVest Group. In doing so, the Directors' fundamental objectives are to enhance and preserve long-term shareholder value, to ensure that the TerraVest Group meets its obligations on an ongoing basis and to ensure that the TerraVest Group operates in a reliable and safe manner. In performing its functions, the Board should consider the legitimate interests that its stakeholders, including shareholders, employees, customers and communities, may have in the TerraVest Group.

Procedure and Organization

The Directors operate by delegating certain of their responsibilities and duties to management or committees of the Directors and by reserving certain responsibilities and duties to themselves. In addition to regular committees of the Board, the Directors may appoint ad hoc committees periodically to address issues of a more short-term nature. The Directors retain the responsibility for managing their own affairs including selecting their Chair, nominating candidates for election as Directors, setting Director compensation, constituting committees of the Directors and committee charters.

B-2

Responsibilities and Duties

The Directors' principal responsibilities and duties fall into a number of categories, which are outlined below:

Legal Requirements

The Directors have the responsibility to ensure that legal requirements have been met and documents and records have been properly prepared, approved and maintained.

The Directors are responsible for considering and approving all major decisions affecting the Corporation including all acquisitions, dispositions, capital expenditures, debt financing and the issuance of shares.

The Directors have the statutory responsibility to:

(a) supervise the management of the business and affairs of the Corporation;
(b) act honestly and in good faith with a view to the best interests of the Corporation;
(c) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and
(d) act in accordance with the obligations contained in the Business Corporations Act (Alberta), the Corporation's articles and by-laws and other relevant legislation and regulations.

The Directors have the statutory responsibility for considering the following matters as a full board which in law may not be delegated to management or to a committee of the Directors:

(a) any submission to the shareholders of the Corporation of a question or matter requiring the approval of the shareholders of the Corporation;
(b) the filling of a vacancy on the Board or in the office of auditor, or the appointment or removal of any of the Chief Executive Officer, however designated, the Chief Financial Officer, however designated, the Chair or the President of the Corporation;
(c) except as contemplated under Section 103 the Business Corporations Act (Alberta), the issuance of securities of the Corporation except in the manner and on the terms authorized by the Board of Directors;
(d) the declaration of dividends;
(e) the purchase, redemption or any other form of acquisition of shares issued by the Corporation;
(f) the payment of a commission to any person in consideration of the person's purchasing or agreeing to purchase shares of the Corporation from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares;

B-3

(g) the approval of a management information circular in respect of the solicitation of proxies;
(h) the approval of a take-over bid circular, directors' circular or issuer bid circular;
(i) the approval of the Corporation's financial statements to be filed with securities regulators, mailed to shareholders of the Corporation or presented at a meeting of the shareholders of the Corporation;
(j) the approval of a vertical or horizontal short-form amalgamation or the approval of an amendment to the articles of the Corporation to divide any class of unissued shares into a series; and
(k) the adoption, amendment or repeal of by-laws of the Corporation.

Strategy Determination

The Directors shall be responsible for ensuring there are long-term goals and a strategic planning process in place for the TerraVest Group and shall participate with management directly or through their committees in developing and approving, on an annual basis, the strategy by which they propose to achieve these goals (taking into account, among other things, the opportunities and risks of the business in which the TerraVest Group is engaged).

Managing Risk

The Board of Directors shall be responsible for safeguarding the assets and business of the TerraVest Group. It is incumbent on the Directors to understand the principal risks of the business in which the TerraVest Group is engaged, to achieve a proper balance between risks incurred and the potential return to shareholders, and to ensure that there are systems in place which effectively monitor and manage those risks with a view to the long-term viability of the TerraVest Group.

Appointment, Training and Monitoring Senior Management

The Directors shall:

(a) appoint the CEO; with the advice of the Governance and Nominating Committee, develop corporate goals and objectives that the CEO is responsible for meeting, monitor and assess CEO performance in light of those corporate goals and objectives and determine CEO compensation; and provide advice and counsel in the execution of the CEO's duties;
(b) approve the appointment of all corporate officers; and approve, upon the recommendation of the Governance and Nominating Committee and the CEO, the remuneration of all corporate officers;
(c) approve, upon the recommendation of the Governance and Nominating Committee, incentive-compensation plans and equity-based plans; and
(d) ensure that adequate provision has been made to train and develop management and for the orderly succession of management, including the CEO.

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Ensuring Integrity

The Directors shall satisfy themselves as to the integrity of the CEO and other senior officers and shall ensure that the CEO and other senior officers are creating a culture of integrity throughout the TerraVest Group.

Each Director, at all times when acting as a Director, must represent the interests of all shareholders of the Corporation generally, not just those of a particular shareholder or group of shareholders. Any Directors unable to act in this manner should refrain from discussing or taking action in respect of the particular issue. The Directors must ensure that communications with shareholders are complete and open.

Policies, Procedures and Compliance

The Directors shall:

(a) ensure that the TerraVest Group operates at all times within applicable laws and regulations and to the highest ethical and moral standards;

(b) ensure that the TerraVest Group sets appropriate environmental standards in its operations and is in compliance with environmental laws and legislation;

(c) ensure that the TerraVest Group has a high regard for the health and safety of its employees in the workplace and has appropriate programs and policies in place;

(d) examine the corporate governance practices observed within the TerraVest Group and alter such practices when circumstances warrant;

(e) approve and monitor compliance with policies and procedures adopted by the Directors, including the TerraVest Group's Code of Business Conduct and Ethics (the "Code") and related policies; and

(f) approve the Corporation's significant operating policies and procedures, including reviewing and approving material changes to existing policies.

Reporting and Communication

The Directors shall:

(a) ensure that the TerraVest Group has in place policies and programs to enable the TerraVest Group to communicate effectively with its shareholders, other stakeholders and the public generally;

(b) ensure that the financial performance of the TerraVest Group is adequately reported to shareholders and regulators on a timely and regular basis in accordance with Applicable Law, and that reasonable steps are taken to ensure timely reporting of events, in accordance with Applicable Law, having a significant and material impact on the Corporation;

(c) ensure that the financial results are reported fairly and in accordance with generally accepted accounting standards;

(d) ensure the timely reporting of any other developments that have a significant and material impact on the value of the TerraVest Group; and
(e) report annually to shareholders on its stewardship of the affairs of the TerraVest Group for the preceding year.

Monitoring and Acting

The Directors shall:

(a) monitor the TerraVest Group's progress towards its goals and objectives and revise and alter its direction through management in response to changing circumstances;
(b) take action when performance falls short of its goals and objectives or when other special circumstances warrant;
(c) ensure that the TerraVest Group has implemented adequate internal control and management information systems which ensure the effective discharge of its responsibilities;
(d) assess the individual performance of each Director as well as the collective performance of the Board; and
(e) oversee the number and composition of the Board to facilitate more effective decision-making.

Succession Planning

The Directors shall be responsible for ensuring that the TerraVest Group implements a succession plan for its Senior Management Team in order to preserve and enhance the prospect of the TerraVest Group's business. The Directors shall be responsible for appointing the Senior Management Team and ensuring that there are appropriate measures in place to provide senior management with proper training and to monitor the performance of the Senior Management Team.

The Governance and Nominating Committee is responsible for developing an orientation program for new Directors and a continuing education program for Directors with respect to their duties as Directors of the Corporation and the responsibilities of directors of publicly-traded entities. Directors are encouraged to participate in or attend these programs.

Corporate Governance

The Board shall, or shall delegate to a committee of the Directors the responsibility to, consider corporate governance issues, including developing a set of corporate governance principles and guidelines that are specifically applicable to the TerraVest Group.

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Exercise of Responsibilities and Duties

The Directors exercise their responsibility in respect of the foregoing matters by:

ensuring that they have before them the necessary information and recommendations, and have received the appropriate professional advice, in order to make decisions;
considering and acting upon the recommendations of the Board, the Governance and Nominating Committee, the Audit Committee or another appropriate body authorized by the Board; and
satisfying themselves that the appropriate groups or individuals are doing the required work to discharge their duties in respect of any delegated matters.

For matters initially within the delegated authority of the Audit Committee or another body primarily accountable to the Board, approval of the Board will be based upon the recommendation of the relevant body to the Board.

4. Directors' Expectations of Management

The Directors expect each member of management to perform his or her duties, as may be reasonably assigned by the Directors from time to time, faithfully, diligently, to the best of his or her ability and in the best interests of the TerraVest Group. Each member of management is expected to devote substantially all of his or her business time and efforts to the performance of such duties. Management is expected to act in compliance with and to ensure that the TerraVest Group is in compliance with any and all laws, rules and regulations applicable to them.

5. Meetings

The Directors shall meet on at least a quarterly basis and shall hold additional meetings as required or appropriate to deal with other issues. In addition, the Directors shall meet on an annual basis to deal with strategic planning on behalf of the TerraVest Group. Financial and other information shall be made available to the Directors for review in advance of meetings in order to assure effectiveness of action at such meetings. Attendance at meetings shall be recorded.

The Corporation's secretary, or if there is no Corporation secretary, any Board member attendee nominated by the Chair of the Board, will be the secretary of the meeting. The Corporation secretary will circulate minutes of all Board meetings to the Board and will ensure that all minutes of meetings, or written resolutions in lieu of a meeting, are filed in the Corporation's minute book.

Management may be asked to participate in any meeting of the Directors but in such event the Directors are expected to meet separately from management immediately before and after such meeting to ensure that the Directors function independently of management.

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Evaluation

Each of the Directors is expected to agree to an evaluation of his or her individual performance as well as to a review of the collective performance of the Board and of each committee of the Board. In that regard, each year an informal survey is to be undertaken, which compares: (a) the performance of the Directors to this mandate; (b) the performance of the committees of the Directors to their respective charters; and (c) the performance of Directors to their applicable position descriptions and expected competencies and skills. Directors shall be encouraged to exercise their duties and responsibilities in a manner that is consistent with this Charter and with the best interests of the TerraVest Group and its shareholders generally.

Feedback from Shareholders

The Directors shall communicate with and receive feedback from stakeholders, including shareholders, in accordance with the policies and procedures the TerraVest Group may put in place from time to time.

Resources

The Board shall have the authority to retain independent legal, accounting and other consultants to advise it. The Directors may request any officer or employee of the TerraVest Group or its outside counsel or the external/internal auditors to attend a meeting of the Directors or to meet with any members of, or consultants to, the Directors.

An individual Director shall be permitted to engage an outside legal or other advisor at the expense of the TerraVest Group where for example he or she is placed in a conflict position through activities of the TerraVest Group, but any such engagement shall be subject to the prior approval of the Governance and Nominating Committee.

Qualifications

Each Director shall have such skills and abilities appropriate to his or her appointment as a Director as shall be determined by the Board upon the recommendation of the Governance and Nominating Committee. At least one quarter (1/4) of the Directors shall be resident Canadians, for the purpose of the Income Tax Act (Canada). All Directors shall satisfy the minimum qualifications required by any applicable requirements under securities laws, other legislation and the rules of the Toronto Stock Exchange.

Directors are expected to commit the required time necessary to enable the Directors to effectively fulfill the responsibilities set out in this Charter and to strive to fully meet the other expectations set out in the TerraVest Group's Statement of Expectations of Board Members.

Independence

A majority of the Directors shall be "independent", "outside" and "unrelated" (collectively, "independent"), as affirmatively determined by the Board, which, for the purposes of this Charter shall mean:

(a) a Director who is independent of management and is free from any interest in any business or other relationship which could, or could reasonably be perceived to materially interfere with the Director's ability to act with a view to the best

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interests of the Corporation, other than interests and relationships arising from shareholdings;

(b) a Director 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, reasonably interfere with the exercise of a Director's independent judgment), including any relationship explicitly considered to be material under National Instrument 52-110 of the Canadian Securities Administrators and any other applicable Canadian law or regulation;

(c) other than as a member of the Board or a committee of the Board, a Director who does not and has not accepted any consulting, advisory or compensatory fee from the Corporation; and

(d) a Director who is not an "affiliated person" of the Corporation or any subsidiary thereof within the meaning of applicable Canadian law and regulation.

The independent Directors shall hold regularly scheduled meetings, or designate regularly scheduled portions of full Board meetings, at which non-independent Directors and management are not in attendance.

11. Chair

The Board shall, on an annual basis and in consultation with the Governance and Nominating Committee, appoint a Chair to oversee the Board, ensure that the Directors are carrying out their responsibilities effectively and to assess the effectiveness and contribution of each Director and each committee of the Board. The Chair shall be an independent Director and shall be governed by the Chair's Position Description approved by the Board.

APPENDIX "D"

See attached.

TERRAVEST INDUSTRIES INC.
DEFERRED SHARE UNIT PLAN

Purpose; Interpretation.

(a) Purpose. The purposes of the TerraVest Industries Inc. Deferred Share Unit Plan are to enable TerraVest Industries Inc. (the "Corporation") and its Affiliates to recruit and retain highly qualified directors; to provide those persons with an incentive for productivity and an opportunity to share in the growth and value of the Corporation; and align the interests of Participants with those of the shareholders of the Corporation.

(b) Acknowledgement Regarding Compensation

Subject to Section 7(b) and such rules, regulations, policies, approvals and conditions as the Board may impose, a Participant may elect to receive all of such Participant's Annual Remuneration otherwise payable in cash in the form of DSUs.

"Affiliate" means any corporation directly or indirectly controlling, controlled by, or under common control with the Corporation (or their Successors), provided that an "Affiliate" shall include only those corporations which are "related" to the Corporation, within the meaning of the Tax Act.

"associate" has the meaning ascribed thereto in the Securities Act.

"Award Notice" means a notice substantially in the form of Schedule "A" and containing such other terms and conditions relating to a DSU Award as the Board may prescribe.

"Blackout Period" means any period during which a policy of the Corporation prevents an Insider of the Corporation from trading in the Shares.

"Board" means the board of directors of the Corporation, as constituted from time to time; provided, however, that if the board of directors appoints a Committee to perform some or all of the Board's administrative functions hereunder pursuant to Section 2(a), references in this Plan to the "Board" will be deemed to also refer to that Committee in connection with matters to be performed by that Committee.

"Broker" has the meaning set out in Section 12(f).

"Business Day" means a day other than a Saturday, Sunday or statutory holiday in Calgary, Alberta.

"Cause" will mean such Participant's:

(i) misappropriation or theft of the Corporation's or any of its subsidiaries' funds or property;

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(ii) indictment for, conviction of or entering of a plea of nolo contendere of any fraud, misappropriation, embezzlement or similar act, or other crime involving dishonesty, disloyalty or moral turpitude;

(iii) commission of any act or omission involving dishonesty or fraud with respect to the Corporation or any of its subsidiaries or any of their customers, suppliers or other business relations;

(iv) failure to observe all material and lawful policies of the Corporation or any of its subsidiaries applicable to such Participant;

(v) material breach of contractual obligations (including, without limitation, non-competition, non-solicitation, non-disclosure or similar obligations) owed to the Corporation or any subsidiary thereof or failure to perform any of the Participant's material duties owed to the Corporation or any subsidiary;

(vi) any act or omission by such Participant that aids or abets, or is intended to aid or abet, any person to the disadvantage or detriment of the Corporation and/or its subsidiaries;

(vii) engaging in any willful misconduct which is or could reasonably be expected to be materially injurious to the financial condition or business reputation of the Corporation or its subsidiaries;

(viii) commission of any act involving willful malfeasance or gross negligence or the Participant's failure to act involving material nonfeasance;

(ix) Misconduct;

(x) any other material breach by such Participant of any agreement by and between such Participant and the Corporation or any of its subsidiaries or any policies of the Corporation and its Affiliates, including, without limitation, those relating to unlawful discrimination, harassment or retaliation, and/or those set forth in the employee manuals or statements of policy of the Corporation or any of its subsidiaries; or

(xi) any other conduct or misconduct that constitutes just cause pursuant to applicable laws.

"Change of Control" means, at any time the occurrence of any of the following, in one transaction or a series of related transactions:

(i) the acquisition by any person or persons acting jointly or in concert (as determined by the Securities Act), whether directly or indirectly, of beneficial ownership of voting securities of the Corporation that, together with all other voting securities of the Corporation held by such persons, constitute in the aggregate more than 50% of all of the then outstanding voting securities of the Corporation.

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(ii) an amalgamation, arrangement, consolidation, share exchange, take-over bid or other form of business combination of the Corporation with another person that results in the holders of voting securities of that other person holding, in the aggregate, more than 50% of all outstanding voting securities of the person resulting from the business combination;

(iii) the sale, lease, exchange or other disposition of all or substantially all of the property of the Corporation or any of its Affiliates to another person, other than (A) in the ordinary course of business of the Corporation or of an Affiliate of the Corporation or (B) to the Corporation or any one or more of its Affiliates;

(iv) a resolution is adopted to wind-up, dissolve or liquidate the Corporation;

(v) as a result of, or in connection, with: (A) a contested election of directors of the Corporation, or (B) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisitions involving the Corporation or any of its Affiliates and another person, the nominees named in the most recent management information circular of the Corporation for election to the Board will not constitute a majority of the Board; or

(vi) any other transaction that is deemed to be a “Change of Control” for the purposes of this Plan by the Board in its sole and absolute discretion.

Notwithstanding the foregoing, a transaction or a series of related transactions will not constitute a Change of Control if such transaction(s) result(s) in the Corporation, any Successor to the Corporation, or any successor to the Corporation’s business, being controlled, directly or indirectly, by the same person or persons who controlled the Corporation, directly or indirectly, immediately before such transaction(s).

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Committee” means a committee appointed by the Board in accordance with Section 2(a).

“Director” means a member of the Board or of the board of directors of any Affiliates of the Corporation.

“DSU” means a deferred share unit granted under, and subject to restrictions imposed pursuant to, Section 7 hereof.

“DSU Account” means the notional account maintained by the Corporation for each Participant which will be credited with grants of DSUs in accordance with the terms of this Plan.

“DSU Award” means a grant of DSUs pursuant to the provisions of this Plan.

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"Election Notice" means the written election under Section 7(b) to receive DSUs, in the form of Schedule "B" hereto, or such other form as may be prescribed by the Board from time to time.

"Exchange Manual" means the Company Manual of the TSX, as amended or varied from time to time, including such staff notices of the TSX which may supplement the same.

"Fair Market Value" means, as of any date: (i) if the Shares are not then publicly traded, the value of such Shares on that date, as determined by the Board in good faith and in its sole and absolute discretion; or (ii) if the Shares are publicly traded, the volume weighted average trading price for such Shares on the TSX or the principal securities exchange on which the majority of the trading in the Shares occurs for the five (5) trading days preceding the date of reference.

"Governmental Authorities" means any domestic or foreign legislative, executive, judicial or administrative body or person having purporting to have jurisdiction in the relevant circumstances.

"Insider" means any "insider", as such term is defined in the Exchange Manual from time to time.

"Misconduct" means gross negligence, intentional misconduct, fraud or other misconduct or wilful act engaged in by the Participant which resulted in a financial restatement by the Corporation.

"Participant" means a non-employee Director, being a Director who is also not an officer or a full-time employee of the Corporation or its Affiliates.

"Participant's Annual Remuneration" means the cash amounts payable by the Corporation to a Participant in any calendar year for service as a Board member including without limitation: (i) the annual base retainer fee for serving as a Board member; (ii) the annual retainer for chairing the Board; (iii) the annual retainer fee for serving as a member of a Board committee; (iv) the annual retainer fee for chairing a Board committee; and (v) the fees, if any, for attending meetings of the Board or Board committees, but, for greater certainty, excluding amounts received by a Board member as a reimbursement for expenses incurred in attending meetings. Participant's Annual Remuneration shall, unless otherwise determined by the Board or Committee, be payable Quarterly in arrears.

"Participant's Compensation DSUs" has the meaning set forth in Section 7(c)(iii).

"Participant's Deferred Remuneration" has the meaning set forth in Section 7(c)(i).

"Participant's Discretionary DSUs" has the meaning set forth in Section 7(c)(ii).

"Plan" means this deferred share unit plan, as further amended from time to time.

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"Quarter" means a fiscal quarter of the Corporation, which, until changed by the Corporation, shall be the three month period ending December 31, March 31, June 30 and September 30 in any year and "Quarterly" means each "Quarter".

"Securities Act" means the Securities Act (Alberta).

"Shares" mean the common shares of the Corporation, and any shares of the Corporation that a Participant may become entitled to acquire pursuant to Section 3(c).

"Stock Option Plan" means the stock option plan of the Corporation (as amended), as first approved by the shareholders of the Corporation at the meeting of the shareholders of the Corporation on September 10, 2013, as amended and restated by the shareholders of the Corporation at the meeting of the shareholders of the Corporation held on February 9, 2022.

"subsidiary" means with respect to any person, an entity which is controlled by such person; when used without reference to a particular person, "subsidiary" means a subsidiary of the Corporation.

"Successor" has the meaning set out in Section 4.

"Tax Act" means the Income Tax Act (Canada) and the regulations thereto, as amended from time to time.

"Triggering Event" has the meaning set out in Section 7(a).

"TSX" means the Toronto Stock Exchange.

"Withholding Obligations" has the meaning set out in Section 12(f).

(d) Control.

(i) For the purposes of this Plan,

(A) a person controls a body corporate if securities of the body corporate to which are attached more than 50% of the votes that may be cast to elect directors of the body corporate are beneficially owned by the person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate;

(B) a person controls an unincorporated entity, other than a limited partnership, if more than 50% of the ownership interest, however designated, into which the entity is divided are beneficially owned by that person and the person is able to direct the business and affairs of the entity;

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(ii) A person who controls an entity is deemed to control any entity that is controlled or deemed to be controlled, by the entity.

(iii) A person is deemed to control, within the meaning of Section 1(d)(i)(A) or 1(d)(i)(B), an entity if the aggregate of

(A) any securities of the entity that are beneficially owned by that person, and

(B) any securities of the entity that are beneficially owned by an entity controlled by that person

is such that, if that person and all of the entities referred to in Section 1(d)(iii)(B) that beneficially own securities of the entity were one person, that person would control the entity.

(e) Term of DSU Award. In the event the term of an award is set to expire within a Blackout Period, the term of such DSU Award will expire 10 Business Days after the date on which the Blackout Period has ended.

(f) Termination. With respect to this Plan only, the date of termination will be the day the Participant ceased to hold the office of Director for any reason whatsoever (and does not otherwise hold any office of, or has not otherwise entered into any other employment with, the Corporation or an Affiliate), whether due to death, disability, retirement, resignation, termination with or without Cause (in each case, whether such termination occurs with or without any period of notice as may be required under applicable employment standards legislation), or expiration of a fixed-term employment contract or contract for services.

(g) Headings. The division of this Plan into Sections and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Plan. Unless something in the subject matter or context is inconsistent therewith, references in this Plan to Sections are to Sections of this Plan.

(h) Extended Meanings. In this Plan words importing the singular number only include the plural and vice versa; words importing any gender include all genders; and words importing persons include individuals, corporations, limited and unlimited liability corporations, general and limited partnerships, associations, trusts, unincorporated organizations, joint ventures and Governmental Authorities. The term "including" means "including without limiting the generality of the foregoing".

(i) Statutory References. In this Plan, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute is to that statute as now enacted or as the same may from time to time be amended, re-enacted or replaced and includes any regulations made thereunder.

(j) Interpretation. The Board intends for this Plan to qualify as a "prescribed plan" as defined in regulation 6801(d) of the Tax Act, and this Plan shall be interpreted and administered consistent with such intent.

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2. Administration.

(a) Administration. This Plan will be administered by the Board; provided, however, that the Board may at any time appoint a Committee, including the Governance and Nominating Committee of the Board, to perform some or all of the Board's administrative functions hereunder; and provided further, that the authority of any Committee appointed pursuant to this Section 2(a) will be subject to such terms and conditions as the Board may prescribe from time to time and will be coextensive with, and not in lieu of, the authority of the Board hereunder. Notwithstanding anything else contained in this Plan, all actions of the Board (and any Committee appointed to perform some or all of the Board's administrative functions hereunder) shall be such that the Plan is and will continue to be interpreted and administered to, and to continuously meet, all of the conditions and requirements of regulation 6801(d) of the Tax Act (and any other applicable provincial tax laws and regulations), and following any other administrative guidance provided by any relevant tax authority.

(b) Directors Entitled to Vote. Directors who are eligible for DSU Awards or have received DSU Awards may vote on any matters affecting the administration of this Plan or the grant of DSU Awards, except that no such member will act upon the grant of a DSU Award to himself or herself, but any such member may be counted in determining the existence of a quorum at any meeting of the Board during which action is taken with respect to the grant of DSU Awards to himself or herself.

(c) Authority of the Board. The Board will have the authority to grant DSU Awards under this Plan. In particular, subject to the terms of this Plan, the Board will have the authority to:

(i) select the persons to whom DSU Awards may from time to time be granted hereunder (consistent with the eligibility conditions set forth in Section 6);

(ii) determine the number of DSUs to be covered by each DSU Award pursuant to Section 3; and

(iii) establish the terms and conditions of each DSU Award.

(d) Idem. The Board will have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing this Plan as it, from time to time, deems advisable; to interpret the terms and provisions of this Plan and any DSU Award issued under this Plan; and to otherwise supervise the administration of this Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in this Plan or in any DSU Award in the manner and to the extent it deems necessary to carry out the intent of this Plan.

(e) Decisions of the Board Final. All decisions made by the Board pursuant to the provisions of this Plan will be final and binding on all persons, including the Corporation and Participants. No Director will be liable for any good faith determination, act or omission in connection with this Plan or any DSU Award.

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3. Shares Subject to the Plan.

(a) Shares Subject to the Plan.

(i) The Shares to be subject to or related to DSU Awards under this Plan will be authorized and unissued shares of the Corporation. The maximum number of aggregate Shares that may be subject to DSUs under this Plan and options under the Stock Option Plan is 10% of the issued Shares outstanding from time to time. For greater certainty, if and to the extent that a DSU Award granted pursuant to this Plan is settled or redeemed, the Shares associated with that DSU Award will again become available for grant under this Plan. The Corporation will reserve for the purposes of this Plan, out of its authorized and unissued Shares, such number of Shares. Notwithstanding the foregoing, no Participant may be granted, in any calendar year, DSU Awards with respect to more than 5% of the issued and outstanding Shares.

(ii) In addition, (A) the maximum number of Shares that are issuable to Insiders of the Corporation pursuant to DSU Awards under this Plan and any other share-based compensation arrangement adopted by the Corporation is 10% of the Shares outstanding from time to time; (B) the maximum number of Shares that may be issued to Insiders of the Corporation under this Plan and any other share-based compensation arrangement adopted by the Corporation within a one-year period is 10% of the Shares outstanding from time to time; (C) the maximum number of Shares that may be issued to any one Insider of the Corporation (and such Insider's associates and Affiliates) under this Plan and any other share-based compensation arrangement adopted by the Corporation within a one-year period is 5% of the number of Shares outstanding; and (D) the value of all DSUs granted to any Participant during a calendar year, as calculated on the grant date (excluding DSUs granted in lieu of Board and committee retainers and meeting fees), under this Plan and combined with the value of grants to such Participant under all other established or proposed security based compensation arrangements of the Corporation, shall not exceed $150,000 in value. For purposes of clauses (A), (B), (C) and (D) of this Section 3(a)(ii), any entitlement to acquire Shares granted pursuant to this Plan or any other share-based compensation arrangement adopted by the Corporation prior to the Participant becoming an Insider of the Corporation is to be excluded, and the number of Shares outstanding is to be determined at the time of the DSU Award issuance in question.

(b) Effect of the Expiration or Termination of DSU Awards.

If and to the extent a DSU Award is cancelled or forfeited for any reason, the Shares subject to that DSU Award will again become available for grant under this Plan. In addition, if and to the extent a DSU Award is settled for cash, the Shares subject to that DSU Award will again become available for grant under this Plan.

(c) Other Adjustment.

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for issuance under this Plan; and (ii) to the number, class and/or issuer of securities subject to outstanding DSU Awards, in each case (A) in a manner that reflects equitably the effects of such event or transaction and (B) is subject to the TSX's consent for so long as the Shares or any of the securities of the Corporation are listed on the TSX.
Change of Control. If a Change of Control occurs (other than a Change of Control which also results in a termination), and unless otherwise provided in a written employment contract between the Corporation and a Participant and except as otherwise set out in this Section 4, the Board and the successor corporation or entity (the "Successor") may execute such instruments and do such things as are necessary, if any, to establish that upon the consummation of such transaction the Successor will have assumed all the covenants and obligations of the Corporation under this Plan outstanding on consummation of such transaction in a manner that substantially preserves and does not impair the rights of the Participants thereunder in any material respect (including the right to receive shares, securities, cash or other property of the Successor in lieu of Shares upon the subsequent settlement or payment of DSUs), provided that the replacement of any DSU Award with a substitute DSU award will be such that the substitute DSU award will continuously be governed by regulation 6801(d) of the Tax Act. Subject to compliance with this Section 4, any such Successor shall succeed to, and be substituted for, and may exercise every right and power of the Corporation under this Plan with the same effect as though the Successor had been named as the Corporation herein and therein and thereafter, the Corporation shall be relieved of all obligations and covenants under this Plan and the obligation of the Corporation to the Participants in respect of the DSUs shall terminate and be at an end and the Participants shall cease to have any further rights in respect thereof.
Acceleration on Change of Control. If within 12 months following a Change of Control, and unless otherwise provided in a written employment contract between the Corporation and a Participant, a Participant's employment relationship or service as a Director with the Corporation, an Affiliate or the continuing entity is terminated without Cause, or the Participant resigns from his or her employment or service as a result of either (i) a substantial diminution in the Participant's authorities, duties, responsibilities, status (including titles, and reporting requirements) from those in effect immediately prior to the Change of Control; (ii) the Corporation requiring the Participant to be based at a location in excess of 100 kilometers from the location of the Participant's principal job location or office immediately prior to a Change of Control; or (iii) a material reduction in the Participant's base salary, or a substantial reduction in the Participant's target compensation under any incentive compensation plan, as in effect as of the date of a Change of Control, then the vesting of all DSU Awards then held by such Participant (and, if applicable, the time during which such DSU Awards may be exercised) will be accelerated and such Participant will have all of their DSUs immediately vest.
Eligibility. Any Director that is not otherwise an officer or a full-time employee of the Corporation or its Affiliates is eligible to be granted DSU Awards.
DSUs.

(a) Nature of DSU Award. Each DSU will provide the right to receive, on a deferred payment basis, a distribution from the Corporation in an amount equal to the Fair Market Value (at the time of the distribution) of one Share. Vested DSUs will not

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be redeemable and paid except upon the earliest time of: (i) the Participant's death; or (ii) the latest time that the Participant ceases to be an employee, officer or Director (such time is referred to as the "Triggering Event"). Distributions may be made in Shares, cash, or in any combination of Shares and cash. The determination to settle a DSU in whole or in part in cash may be made by the Board, in its sole and absolute discretion. DSUs (and all amounts in respect of such DSUs) will be settled or paid by the Corporation as soon as practicable following the Triggering Event and, in any event, no later than the end of the first calendar year following the year in which such the Triggering Event occurs. For the avoidance of doubt, all amounts to be paid in respect of any DSU granted to a Participant shall (i) be received by the Participant after the Triggering Event and no later than the end of the first calendar year following the year in which such Triggering Event occurs, and (ii) depend on the Fair Market Value of a Share at a time within the period that commences one year before the date of the Triggering Event and ends at the time the amount is paid, in accordance with regulation 6801(d) of the Tax Act.

(b) Election Process.

(i) Subject to the sole discretion of the Board or Committee to accept an Election Notice following the commencement of a fiscal year (which for greater certainty shall only be applicable in respect of subsequent Quarters), a Participant may elect, prior to the commencement of the fiscal year to which the Participant's Annual Remuneration is earned, to receive all, but not less than all of such Participant's Annual Remuneration otherwise payable in cash in DSUs by completing and delivering to the Secretary of the Corporation an Election Notice. Each Election Notice will be effective for the referenced fiscal year and will remain effective for future fiscal years until modified by the Participant, which modification shall take effect in respect of the Corporation's upcoming fiscal year.

(ii) The Board may prescribe election forms for use by Participants who are residents of a jurisdiction other than Canada that differ from the election forms it prescribes for use by Canadian resident Participants where the Board determines it is necessary or desirable to do so to obtain comparable treatment for the Plan, the Participants or the Corporation under the laws or regulatory policies of such other jurisdiction as is provided under the laws and regulatory policies of Canada and its Provinces, provided that no election form prescribed for use by a non-resident of Canada shall contain terms that would cause the Plan to cease to meet the requirements of regulation 6801(d) of the Tax Act.

(iii) For greater certainty, if the Corporation establishes a policy for members of the Board with respect to the acquisition and / or holding of Shares and / or DSUs, each Participant shall ensure that any election he or she makes under this Section 7(b) complies with such policy. Additionally, in the event that any of the dates otherwise prescribed in this Section 7(b) fall within a Blackout Period, the Participant shall not be able to make any election hereunder until such Blackout Period has concluded.

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(iv) The Participant shall, in making elections hereunder, at all times comply with applicable securities laws.

(i) Subject to Section 7(b), if so elected, the Participant will receive the Participant's Annual Remuneration entirely in the form of DSUs. The Participant's Annual Remuneration to be received in the form of DSUs (if any) is referred to as the "Participant's Deferred Remuneration".

(ii) The Board may determine from time to time that special circumstances exist that would reasonably justify the grant to a Participant of DSUs as compensation in addition to any other compensation to which the Participant is entitled. Upon making such a determination, the Board may approve a grant of DSUs to such Participant and, upon the effective date of the grant, the provisions of this Plan shall apply to such Participant and such DSUs. DSUs (if any) granted to a Participant pursuant to this Section 7(c)(ii) are referred to as the "Participant's Discretionary DSUs".

(iii) The number of DSUs to be credited to a Participant's DSU Account in respect of the Participant's Deferred Remuneration shall be determined by dividing the amount of the Participant's Deferred Remuneration by the Fair Market Value per Share on the date the DSUs are credited to the Participant pursuant to Section 7(c)(iv). DSUs credited to a Participant's account in respect of the Participant's Deferred Remuneration are referred to as the "Participant's Compensation DSUs".

(iv) The Corporation shall credit a Participant's Compensation DSUs in respect of the Participant's Deferred Remuneration to the Participant's DSU Account on the dates that the Participant's Deferred Remuneration would otherwise be payable, which, for greater certainty will be on or about December 15th, March 15th, June 15th and September 15th of each year, unless otherwise determined by the Board. The Corporation shall credit the Participant's Discretionary DSUs in respect of any discretionary DSU grants to a Participant's DSU Account from time to time as determined by the Board in accordance with Section 7(c)(ii).

(v) DSUs shall vest immediately upon being credited to the Participant's DSU Account.

(vi) Where any date specified herein for the grant of DSUs falls on a date which is within a Blackout Period, then the date of such grant of DSUs shall automatically occur and be effective on the Business Day immediately following the expiry of the Blackout Period.

(vii) DSUs will be subject to the terms of Section 10 with respect to settlement upon the Triggering Event; and

(viii) (A) no DSU may be sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner, either voluntarily or involuntarily

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by operation of law, other than by will or by the laws of descent and distribution, and (B) distributions in settlement of a DSU will be made only to the Participant or to his or her legal representative.

8. Award Notices

All DSU Awards under Section 7 of this Plan will be evidenced by Award Notices. Such Award Notices will be subject to the applicable provisions of this Plan and will contain such provisions as are required by this Plan and any other provisions that the Board may direct. Any one officer of the Corporation is authorized and empowered to execute and deliver, for and on behalf of the Corporation, an Award Notice to each Participant.

9. Account Statements

Information pertaining to the DSUs in Participants' DSU Accounts will be made available to Participants at least annually in such manner as the Committee may determine and shall include such matters as the Board may determine from time to time or as otherwise may be required by law.

10. Termination.

(a) Termination by Reason of Death. Unless otherwise specified by the Board with respect to a particular DSU Award, if a Participant's employment or service with the Corporation or any of its Affiliates terminates by reason of the death of the Participant, any DSU Award that was granted to a Participant less than 180 days before the death of such Participant will immediately and automatically expire and terminate as of the date of such Participant's death.

(b) Cause. If a Participant's service with the Corporation or any of its Affiliates is terminated for Cause and there has been Misconduct by the Participant, (i) any DSU Award (whether vested or unvested) held by the Participant will immediately and automatically expire and terminate as of the date of such termination, (ii) all rights to receive payment thereunder will be forfeited by the Participant following the date of termination, and (iii) any Shares for which the Corporation has not yet delivered share certificates or the Participant has not received a customary confirmation through the facilities of The Canadian Depository for Securities Limited (or its successor) in respect thereof, as applicable, will be immediately and automatically forfeited. If a Participant's service with the Corporation or any of its Affiliates is terminated for Cause and there has been no Misconduct, any DSU Award held by such Participant will terminate in accordance with Section 10(c).

(c) Other. Unless otherwise specified by the Board with respect to a particular DSU Award, if a Participant's service with the Corporation or any of its Affiliates terminates for any other reason, any unvested DSU held by such Participant will terminate effective as of the date which is 30 days after the date of termination, and all rights to receive payment thereunder will be forfeited.

(d) General: The provisions of this Section 10 will not apply in respect of such termination if such Participant will continue to serve the Corporation or one or more of its other Affiliates following such termination.

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11. Amendment and Termination.

(a) Amendments Requiring Shareholders Approval. The Board may amend, alter or discontinue this Plan or amend the terms of any DSU Award at any time, subject to Section 11(c) and provided that shareholder approval will be required for amendments to: (i) extend the term under a DSU Award under this Plan beyond its initial expiry; (ii) have the effect of cancelling any DSU Awards and concurrently reissuing such DSU Awards on different terms; (iii) permit DSU Awards to be transferable or assignable by Participants, other than by will or by relevant laws of descent and distribution; (iv) remove or exceed the limits in this Plan on participation by Insiders of the Corporation; (v) increase the maximum number of securities issuable, either as a fixed number or a fixed percentage of the Corporation’s outstanding capital represented by such securities; or (vi) amend an amending provision within this Plan.

(b) Amendments Not Requiring Shareholder Approval. Notwithstanding Section 11(a) but subject to Section 11(c) and the requirements of any stock exchange upon which the Shares are then listed (including, where required, the prior approval of the TSX) and applicable law, no shareholder approval will be required for (i) amendments to this Plan of a “housekeeping nature”; (ii) changes to the vesting, settlement or redemption provisions applicable to any DSU Award or this Plan not inconsistent with the provisions of Section 11(a); (iii) changes to the provisions of this Plan relating to the expiration of DSU Awards prior to their respective expiration dates upon the occurrence of certain specified events determined by the Board; or (iv) the cancellation of a DSU Award.

(c) Amendments to DSU Awards. The Board may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, the Plan or any DSU Award previously granted, prospectively or retroactively; provided that no such amendment, alteration, suspension, discontinuance, cancelation or termination of the Plan or any DSU Awards granted hereunder may materially impair any rights of a Participant or materially increase any obligations of a Participant under the Plan without the consent of the Participant, unless the Board determines such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements.

12. General Provisions.

(a) Acceleration. Subject to Section 4, the Board may, in its sole discretion, at any time permit the acceleration of vesting of any or all DSU Awards.

(b) Brokers. The Board may provide for financing broker dealers (including payment by the Corporation of commissions) and may establish procedures (including broker dealer assisted cashless exercise), including for payment of any Withholding Obligations.

(c) Compliance with Applicable Law. Shares will not be issued hereunder unless, in the judgment of counsel for the Corporation, the issuance complies with the requirements of any stock exchange or quotation system on which the Shares are then listed or quoted, the Securities Act and all other applicable laws.

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(d) Legends. All certificates for Shares or other securities delivered under this Plan will be subject to such share-transfer orders and other restrictions as the Board may deem advisable under the rules, regulations, and other requirements of any stock exchange upon which the Shares are then listed, the Securities Act and any applicable laws, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(e) No Employment Rights or Representation or Warranty. Neither the adoption of this Plan nor the execution of any document in connection with this Plan will (i) confer upon any employee of the Corporation or any of its Affiliates any right to continued employment or engagement with the Corporation or any such Affiliate, or (ii) interfere in any way with the right of the Corporation or any such Affiliate to terminate the employment of any of its employees at any time. The Corporation makes no representation or warranty as to the future market value of any Share distributed pursuant to this Plan.

(f) Taxes – General. With respect to any DSU Award, the Participant will pay to the Corporation, or make arrangements satisfactory to the Board regarding the payment of, taxes of any kind required by applicable law to be withheld. The obligations of the Corporation under this Plan will be conditioned on such payment or arrangements and the Corporation will have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant ("Withholding Obligations"). Unless the Participant has made arrangements with the Corporation to remit the amount of such Withholding Obligations to the Corporation prior to or in connection with such Withholding Obligations arising, the Corporation has the right, in its sole discretion, to satisfy any Withholding Obligations by:

(i) selling or causing to be sold, on behalf of any Participant, such number of Shares issuable to the Participant pursuant to a DSU Award as is sufficient to fund the Withholding Obligations;

(ii) retaining the amount necessary to satisfy the Withholding Obligations from any amount (whether cash, Shares or other property) which would otherwise be delivered, provided or paid to the Participant by the Corporation, whether under this Plan or otherwise;

(iii) requiring the Participant, as a condition of exercise of any DSU Award or the payment of any kind otherwise due to the Participant with respect to any DSU Award to (A) remit the amount of any such Withholding Obligations to the Corporation in advance; (B) reimburse the Corporation for any such Withholding Obligations; or (C) cause a broker who sells Shares acquired by the Participant on behalf of the Participant to withhold from the proceeds realized from such sale the amount required to satisfy any such Withholding Obligation and to remit such amount directly to the Corporation; and/or

(iv) making such other arrangements as the Corporation may reasonably require.

The sale of Shares by the Corporation, or by a broker engaged by the Corporation (the "Broker") under this Section 12(f) will be made on a public stock exchange.

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The Participant consents to such sale and grants to the Corporation an irrevocable power of attorney to effect the sale of such Shares on his or her behalf and acknowledges and agrees that (A) the number of Shares sold will be, at a minimum, sufficient to fund the Withholding Obligations net of all selling costs, which costs are the responsibility of the Participant and which the Participant hereby authorizes to be deducted from the proceeds of such sale; (B) in effecting the sale of any such Shares, the Corporation or the Broker will exercise its sole judgment as to the timing and the manner of sale and will not be obligated to seek or obtain a minimum price; and (C) neither the Corporation nor the Broker will be liable for any loss arising out of such sale of the Shares including any loss relating to the pricing, manner or timing of the sales or any delay in transferring any Shares to a Participant or otherwise. The Participant further acknowledges that the sale price of the Shares will fluctuate with the market price of the Shares and no assurance can be given that any particular price will be received upon any sale.

(g) Taxes – Section 409A of the Code. With respect to Participants who are subject to taxation in the United States, DSU Awards under the Plan are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Code, and, accordingly, to the maximum extent permitted, the Plan will be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, a Participant will not be considered to have terminated employment or service with the Corporation for purposes of the Plan until the Participant would be considered to have incurred a “separation from service” from the Corporation and its Affiliates within the meaning of Section 409A of the Code. Any payments described in the Plan that are due within the “short term deferral period” as defined in Section 409A of the Code will not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extent that any DSU Awards (or any other amounts payable under any plan, program or arrangement of the Corporation or any of its Affiliates) are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed under Section 409A of the Code, the settlement and payment of such awards (or other amounts) will instead be made on the first Business Day after the date that is six months following such separation from service (or death, if earlier). Each amount to be paid or benefit to be provided under this Plan will be construed as a separate identified payment for purposes of Section 409A of the Code. The Corporation makes no representation that any or all of the payments or benefits described in this Plan will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. Participants will be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

(h) No Guarantees Regarding Tax Treatment. Participants (or their beneficiaries) will be responsible for all taxes with respect to any DSU Award under the Plan. The Board and the Corporation make no guarantees to any person regarding the tax treatment in respect of the DSU Awards or payments made under the Plan.

(i) Right of Set-off. If a payment or release of or settlement in Shares is to be made to a Participant on account of the Participant’s DSU Award, including any payment in respect of dividends declared and paid on the Shares, the Corporation may,

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without any further action by or consent from the Participant, pay all or any portion of such payment to or at the direction of the Corporation in satisfaction of outstanding indebtedness owing by the Participant to the Corporation or indebtedness which the Corporation has guaranteed or indemnified on the Participant's behalf.

Effective Date of Plan. This Plan was initially adopted by the Board on February 11, 2025.
Term of Plan. This Plan will continue in effect until terminated in accordance with Section 11.
Invalid Provisions. In the event that any provision of this Plan is found to be invalid or otherwise unenforceable under any applicable law, such invalidity or unenforceability will not be construed as rendering any other provisions contained herein as invalid or unenforceable, and all such other provisions will be given full force and effect to the same extent as though the invalid or unenforceable provision was not contained herein.
Governing Law. This Plan and all DSU Awards granted hereunder will be governed by and will be construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.
Notices. Any notice to be given to the Corporation pursuant to the provisions of this Plan must be given by registered mail, postage prepaid, and, addressed, if to the Corporation to its principal executive office to the attention of its Chief Financial Officer (or such other person as the Corporation may designate in writing from time to time), and, if to a Participant, to his or her address contained in the Corporation's personnel records, or at such other address as such Participant may from time to time designate in writing to the Corporation. Any such notice will be deemed given or delivered three Business Days after the date of mailing.

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SCHEDULE “A”

FORM OF AWARD NOTICE

TerraVest Industries Inc. (the “Corporation”) hereby confirms that the following Deferred Share Units have been credited to the Participant named below during the quarter ended _____, 20__, in accordance with and subject to the terms, conditions and restrictions herein, together with the provisions of the Corporation’s Directors’ Deferred Share Unit Plan (the “Plan”) dated February 11, 2025:

Name of Participant: ____

Date of Credit	Dollar Amount of Remuneration Received as Deferred Share Units	Fair Market Value Used	Total Number of Deferred Share Units Credited


Total:		N/A

Additional terms applicable to such award:

The terms and conditions of the Plan are hereby incorporated by reference as terms and conditions of this Award Notice and all capitalized terms used herein, unless expressly defined in a different manner, have the meanings ascribed thereto in the Plan.
Nothing in the Plan or in this Award Notice will affect the Corporation’s right to terminate the employment or term of office or engagement of a Participant at any time for any reason whatsoever.
This Award Notice has been made in and is to be construed under and in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

TERRAVEST INDUSTRIES INC.

By: _______
Authorized Signatory

SCHEDULE “B”
TerraVest Industries Inc. (the “Corporation”) Deferred Share Unit Plan for Directors (the “Plan”)

ELECTION NOTICE FOR NON-EMPLOYEE DIRECTORS

I. Election:
Subject to Part II of this notice (the “Notice”), I hereby elect to receive all of my Annual Remuneration earned in Quarters commencing on October 1, 20____ [by way of Deferred Share Units (“DSUs”)] / [in cash].

II. Acknowledgement:
I confirm and acknowledge that:

I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.
I will not be able to cause the Corporation or any of its Affiliates to redeem DSUs granted under the Plan until the date specified in the Plan following my termination date.
When DSUs credited to my DSU Account pursuant to this election are redeemed in accordance with the terms of the Plan after my termination date, income tax and other withholdings as required will arise at that time. Upon redemption of the DSUs, the Corporation will make all appropriate withholdings as required by law at that time.
The value of the DSUs is based on the value of the common shares of the Corporation and therefore is not guaranteed.
This election is irrevocable until changed with respect to future Annual Remuneration in accordance with Section 7(b)(i) the Plan.
The foregoing is only a brief outline of certain key provisions of the Plan. In the event of any discrepancy between the terms of the Plan and the terms of this Notice, the terms of the Plan shall prevail. All capitalized expressions used herein shall have the same meaning as in the Plan unless otherwise defined above.
I am not now in possession of any material non-public information in respect of the Corporation or any of its Affiliates.

Date
(Name of Participant)
(Signature of Participant)

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APPENDIX "E"

DEFERRED SHARE UNIT PLAN RESOLUTION