TORC Oil & Gas Ltd. — Proxy Solicitation & Information Statement 2020

Apr 3, 2020

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NOTICE OF ANNUAL AND SPECIAL MEETING

NOTICE is hereby given that the annual and special meeting of the shareholders of TORC Oil & Gas Ltd. will be held at the Metropolitan Conference Centre, 333 – 4[th] Avenue SW, Calgary, Alberta on Wednesday, May 6, 2020 at 2:00 p.m. (Calgary time) to:

1. receive and consider our financial statements for the year ended December 31, 2019, together with the report of the auditors;

2. fix the number of directors to be elected at the meeting at nine members;

3. elect nine directors of TORC Oil & Gas Ltd.;

4. appoint the auditors and authorize our directors to fix their remuneration as such;

5. consider a non-binding advisory resolution on our approach to executive compensation;

6. consider and, if thought fit, approve a special resolution to reduce the stated capital of our common shares; and

7. transact such other business as may properly be brought before the meeting or any adjournment thereof.

The specific details of the matters proposed to be put before the meeting are set forth in the information circular – proxy statement accompanying this notice.

Only shareholders of record at the close of business on March 20, 2020, will be entitled to vote at the meeting, unless that shareholder has transferred any common shares subsequent to that date and the transferee shareholder, not later than 10 days before the meeting, establishes ownership of such shares and demands that the transferee's name be included on the list of shareholders entitled to vote at the meeting.

We intend to hold the meeting in person. However, in view of the current and rapidly evolving COVID-19 outbreak, we ask that, in considering whether to attend the meeting in person, shareholders follow the instructions of the Public Health Agency of Canada (PHAC) ( www.canada.ca/en/public-health.html ) and Alberta Health Services ( www.albertahealthservices.ca ). Access to the meeting will, subject to our by-laws, be limited to essential personnel and registered shareholders and proxyholders entitled to attend and vote at the meeting. We encourage shareholders not to attend the meeting in person, particularly if they are experiencing any of the described COVID-19 symptoms of fever, cough or difficulty breathing. As always, we encourage shareholders to vote their common shares prior to the meeting by following the instructions under the heading "Voting Matters" in the accompanying information circular – proxy statement.

2020 Information Circular – Proxy Statement

We may take additional precautionary measures in relation to the meeting in response to further developments with the COVID-19 outbreak. In the event it is not possible or advisable to hold the meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include delaying the meeting or holding the meeting entirely by electronic means, telephone or other communication facilities. Please monitor our website at www.torcoil.com for updated information. If you are a registered shareholder or proxyholder and are planning to attend the meeting, please check our website one week prior to the date of the meeting.

DATED at Calgary, Alberta this 20[th ] day of March, 2020.

By order of the Board of Directors of TORC Oil & Gas Ltd.

(signed) " Brett Herman" President and Chief Executive Officer

2020 Information Circular – Proxy Statement