The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. You are strongly urged to read the accompanying management information circular before completing this Letter of Transmittal.

This Letter of Transmittal is for use only by registered shareholders of Essential Energy Services Ltd. If you have any questions or require more information with regard to the procedures for completing this Letter of Transmittal, please contact the Depositary at 1-800-564-6253 (North American Toll-Free Number). You can email the Depositary at corporateactions@computershare.com. Shareholders whose common shares are registered in the name of a broker, investment dealer, bank, trust company, trustee or other nominee should contact that nominee for assistance in depositing those common shares and should follow the instructions of such nominee in order to deposit their common shares.

This Letter of Transmittal must be validly completed, duly executed and returned to the Depositary, Computershare Investor Services Inc. It is important that you validly complete, duly execute and return this Letter of Transmittal in a timely manner in accordance with the instructions contained herein. The Depositary, your securities broker or other financial advisor can assist you in completing this Letter of Transmittal.

LETTER OF TRANSMITTAL

FOR REGISTERED HOLDERS OF COMMON SHARES

OF

ESSENTIAL ENERGY SERVICES LTD.

This Letter of Transmittal is for use by registered holders of common shares (the "Essential Shares") of Essential Energy Services Ltd. ("Essential"). This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany certificates for Essential Shares (if such shares were issued in certificated form) deposited in connection with the proposed amalgamation (the "Amalgamation") of Essential and 2544592 Alberta Ltd. ("Subco"), with the amalgamated entity ("Amalco") becoming a wholly-owned subsidiary of Element Technical Services Inc. ("Element"), that is being submitted for approval at the special meeting of shareholders of Essential that is scheduled to be held on November 7, 2023, or any adjournment or postponement thereof (the "Meeting") as described in the accompanying management information circular of Essential dated October 3, 2023 (the "Circular").

Capitalized terms used but not defined in this Letter of Transmittal have the meanings set out in the Circular. Holders of Essential Shares are encouraged to carefully review the Circular in its entirety and should consult their own tax advisors prior to submitting a Letter of Transmittal.

Pursuant to the Amalgamation, if the Amalgamation is completed, each holder of Essential Shares (other than holders who has validly exercised their Dissent Rights) at the Effective Date will be entitled to one redeemable preferred share of Amalco (each, an "Amalco Redeemable Preferred Share") for each Essential Share held by such Essential Shareholder and the Amalco Redeemable Preferred Shares will each be immediately redeemed for $0.40, in cash (the "Consideration"). In order for registered holders of Essential Shares to receive the Consideration for their Essential Shares, such holders must deposit their Essential Shares with Computershare Investor Services Inc. (the "Depositary"). This Letter of Transmittal, properly completed and duly executed, together with all other documents and instruments referred to in this Letter of Transmittal or reasonably requested by the Depositary, must accompany all certificates for Essential Shares (if such shares were issued in certificated form) for Essential Shares deposited for payment pursuant to the Amalgamation.

If the Essential Shares are represented by a direct registration statement ("DRS") advice, a registered holder is not required to submit the DRS advice with this Letter of Transmittal. In such cases, this Letter of Transmittal must be submitted to the Depositary, without submitting the DRS advice, in order for the registered holder to receive the Consideration.

This Letter of Transmittal is for use by registered holders of Essential Shares only and is not to be used by non- registered, beneficial holders of Essential Shares. A non-registered holder does not have Essential Shares registered in its name; rather, such Essential Shares are registered in the name of the brokerage firm, bank or trust company through which it purchased the Essential Shares or in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the intermediary is a participant. Non-registered holders

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of Essential Shares should contact their nominee (i.e., broker, trust company, bank or other registered holder) which holds the certificates and/or DRS advice(s) representing Essential Shares on their behalf to arrange for exchange.

In accordance with the Amalgamation Agreement, Essential, Element, Subco and the Depositary, as applicable, shall be entitled to deduct and withhold from any amount payable to any person under the Amalgamation (including, without limitation, any amounts payable to Dissenting Shareholders), such amounts as Essential, Element, Subco or the Depositary determines, acting reasonably, are required or permitted to be deducted and withheld with respect to such payment under applicable Tax (as defined in the Amalgamation Agreement) Laws. Such withholding rights are further described in "Procedure for the Amalgamation to Become Effective - Procedure for Receipt of Consideration - Withholdings" in the Circular.

The Effective Date will occur after all conditions to completion of the Amalgamation have been satisfied or waived. No Consideration will be delivered prior to the effective time of the Amalgamation on the Effective Date (the "Effective Time").

All deposits made under this Letter of Transmittal are irrevocable. Should the Amalgamation not proceed for any reason, the deposited certificates, if any, and other relevant documents shall be returned in accordance with the instructions herein.

Whether or not the undersigned delivers the required documentation to the Depositary, as of the Effective Time, the undersigned will cease to be a holder of Essential Shares and, subject to the ultimate expiry deadline identified below, will only be entitled to receive the Consideration to which the undersigned is entitled under the Amalgamation.

REGISTERED SHAREHOLDERS WHO DO NOT DELIVER THIS LETTER OF TRANSMITTAL, THEIR ESSENTIAL SHARE CERTIFICATES (IF THEIR ESSENTIAL SHARES WERE ISSUED IN CERTIFICATED FORM) AND ALL OTHER REQUIRED DOCUMENTS TO THE DEPOSITARY ON OR BEFORE THE FIFTH ANNIVERSARY OF THE EFFECTIVE DATE WILL LOSE THEIR RIGHT OR CLAIM OF ANY KIND OR NATURE AND THE RIGHT OF THE FORMER HOLDER TO RECEIVE THE APPLICABLE CONSIDERATION PURSUANT TO THE AMALGAMATION SHALL TERMINATE AND BE DEEMED TO BE SURRENDERED AND FORFEITED TO AMALCO FOR NO CONSIDERATION. NONE OF ESSENTIAL, ELEMENT, SUBCO OR AMALCO WILL BE LIABLE TO ANY PERSON IN RESPECT OF ANY CONSIDERATION (INCLUDING ANY CONSIDERATION PREVIOUSLY HELD BY THE DEPOSITARY IN TRUST FOR ANY SUCH FORMER HOLDER) WHICH IS FORFEITED TO AMALCO OR DELIVERED TO ANY PUBLIC OFFICIAL PURSUANT TO ANY APPLICABLE ABANDONED PROPERTY, ESCHEAT OR SIMILAR LAW.

The Depositary, your securities broker or other financial advisor can assist you in completing this Letter of Transmittal (see the back of this Letter of Transmittal for certain addresses and telephone numbers relating to the Depositary). Delivery of this Letter of Transmittal to an address other than as set forth herein will not constitute a valid delivery.

Please note that the delivery of this Letter of Transmittal, together with your certificate(s), if any, does not constitute a vote in favour of the Amalgamation Resolution. To exercise your right to vote on the Amalgamation Resolution, you must attend the Meeting or complete and return the form of proxy to Essential's transfer agent, Computershare Trust Company of Canada ("CTCC") (according to the instructions on the form of proxy), not later than 10:30 a.m. (Calgary time) on November 3, 2023, or not later than 48 hours (other than a Saturday, Sunday or holiday) immediately preceding the time of the Meeting (as it may be adjourned or postponed from time to time).

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TO:

ESSENTIAL ENERGY SERVICES LTD.

AND TO:

ELEMENT TECHNICAL SERVICES INC.

AND TO:

2544592 ALBERTA LTD.

AND TO:

Computershare Investor Services Inc. at its offices set out herein.

In connection with the Amalgamation being considered for approval at the Meeting, the undersigned delivers to you the below-referenced Essential Shares (the "Deposited Shares") and the enclosed certificate(s) representing such shares to the extent they were issued in certificated form. The following are the details of the Deposited Shares:

Certificate Number(s) or DRS Advice

Holder ID

Name in Which Registered

Number of Essential Shares Deposited

LOST CERTIFICATES: If your certificates have been lost, misplaced or destroyed, you can replace them by following the directions under Instruction 6.

The undersigned transmits herewith the Deposited Shares and the certificate(s), if any, described above for cancellation upon the Amalgamation becoming effective.

The undersigned acknowledges receipt of the Circular and represents and warrants in favour of Essential, Element and Subco that: (i) the undersigned is the registered and legal owner of, and has good right and title and sufficient authority to deposit, sell and transfer, the Deposited Shares, and that such Deposited Shares represent all of the Essential Shares owned, directly or indirectly, by the undersigned; (ii) such Deposited Shares are owned by the undersigned free and clear of all mortgages, liens, charges, encumbrances, security interests and adverse claims; (iii) the Deposited Shares have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any such Deposited Shares to any other person; (iv) the undersigned has full power and authority to execute and deliver this Letter of Transmittal and to deposit, sell, assign, transfer and deliver the Deposited Shares in accordance with the Amalgamation; (v) the surrender of the Deposited Shares complies with all applicable Laws; (vi) all information inserted by the undersigned into this Letter of Transmittal is complete, true and accurate; (vii) the delivery of the Consideration will discharge any and all obligations of Essential, Element, Subco, Amalco and the Depositary with respect to the matters contemplated by this Letter of Transmittal; and (viii) the undersigned is resident in the jurisdiction indicated on page 6 of this Letter of Transmittal. These representations and warranties shall survive the completion of the Amalgamation.

IN CONNECTION WITH THE AMALGAMATION AND FOR VALUE RECEIVED, at the Effective Time all of the right, title and interest of the undersigned in and to the Deposited Shares and in and to any and all dividends, distributions, payments, securities, rights, warrants, assets or other interests (collectively, "distributions") which may be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Deposited Shares or any of them as and from the Effective Date of the Amalgamation, as well as the right of the undersigned to receive any and all distributions shall have been assigned to Amalco. If, notwithstanding such assignment, any distributions are received by or made payable to or to the order of the undersigned, then the undersigned shall promptly pay or deliver the whole of any such distribution to the Depositary for the account of Amalco, together with appropriate documentation of transfer.

The undersigned irrevocably constitutes and appoints the Depositary, any one officer or director of Element, or its affiliate, or any other person designated by Element in writing, the true and lawful agent, attorney and attorney-in-fact of the undersigned with respect to the Deposited Shares acquired in connection with the Amalgamation with full power of substitution (such power of attorney, being coupled with an interest, being irrevocable) to, in the name of and on behalf of the undersigned, (a) register or record the transfer of such Deposited Shares consisting of securities on the registers of Essential, and (b) execute and negotiate any cheques or other instruments representing any such distribution referred to above payable to or to the order of the undersigned.

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The undersigned revokes any and all other authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Deposited Shares or any distributions other than as set out in this Letter of Transmittal and in any proxy granted for use at the Meeting. Other than in connection with the Meeting, no subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, will be granted with respect to the Deposited Shares or any distributions by or on behalf of the undersigned, unless the Amalgamation is not completed.

The undersigned covenants and agrees to execute all such documents, transfers and other assurances as may be necessary or desirable to convey the Deposited Shares and distributions effectively to Amalco.

The undersigned agrees that all questions as to validity, form, eligibility (including timely receipts) and acceptance of any Essential Shares surrendered in connection with the Amalgamation shall be determined by Element in its sole discretion and acknowledges that there is no duty or obligation upon Essential, Element, Subco, Amalco or the Depositary or any other person to give notice of any defect or irregularity in any such surrender of Essential Shares and no liability will be incurred by any of them for failure to give any such notice.

Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal shall survive the death, legal incapacity, bankruptcy or insolvency of the undersigned and may be exercised during any subsequent legal incapacity of the undersigned and all obligations of the undersigned in this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

The undersigned hereby acknowledges that the delivery of the Deposited Shares shall be effected and the risk of loss to such Deposited Shares shall pass only upon proper receipt thereof by the Depositary. It is understood that the undersigned will not receive the Consideration under the Amalgamation in respect of the Amalco Redeemable Preferred Shares received in exchange for the Deposited Shares until the certificate(s), if any, representing the Deposited Shares owned by the undersigned are received by the Depositary at the address set forth on the back of this Letter of Transmittal, together with a duly completed Letter of Transmittal and such additional documents as the Depositary may require, and until the same are processed by the Depositary. It is understood that under no circumstances will interest accrue or be paid on the Consideration payable in respect of the Amalco Redeemable Preferred Shares received in exchange for the Deposited Shares in connection with the Amalgamation.

The undersigned instructs the Depositary, upon the Amalgamation becoming effective, to mail the cheque representing the Consideration that the undersigned is entitled to pursuant to the Amalgamation Agreement in exchange for the Amalco Redeemable Preferred Shares received in exchange for the Deposited Shares, by first class mail, postage prepaid, or to hold such cheque for pick-up, in accordance with the instructions given below or, in the alternative, the undersigned may request payment by wire transfer (in which event the undersigned shall check the appropriate item in Box A below and complete Box F below). Should the Amalgamation not proceed for any reason, the deposited certificates, if any, and other relevant documents shall be returned in accordance with the instructions in the preceding sentence. The undersigned acknowledges that the delivery of Deposited Shares pursuant to this Letter of Transmittal is irrevocable. If no such address is specified by the undersigned, the cheque representing the Consideration will be sent to the address of the undersigned as shown on the register of Essential Shareholders maintained by the registrar and transfer agent of Essential.

The undersigned acknowledges that, in accordance with the Amalgamation Agreement, Essential, Element, Subco and the Depositary shall be entitled to deduct and withhold from any Consideration payable to any holder of Essential Shares and from all dividends or distributions otherwise payable to any former holders of Essential Shares such amounts as Essential, Element, Subco or the Depositary is required to deduct and withhold from such consideration under applicable Tax (as defined in the Amalgamation Agreement) Laws. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the former holder of Essential Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The undersigned acknowledges that it has consulted or has had the opportunity to consult its own tax advisor with respect to the potential income tax consequences to it of the Amalgamation, including any elections to be made in respect thereof.

By reason of the use by the undersigned of an English language form of Letter of Transmittal, the undersigned shall be deemed to have required that any contract evidenced by the Amalgamation as accepted through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l'usage d'une lettre d'envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont présumés d'avoir requis que tout contrat attesté par l'amalgamation et son acceptation par cette lettre d'envoi, de méme que tous les documents qui s'y rapportent, soient redigés exclusivement en langue anglaise.

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BOX A

ENTITLEMENT DELIVERY

All entitlements will be issued and mailed in accordance with your existing registration details unless otherwise stated. If you would like your Consideration issued to a different name or address, please complete BOX B and refer to INSTRUCTION 2 & 3

  • MAIL ENTITLEMENTS TO ADDRESS ON RECORD (DEFAULT)
  • MAIL ENTITLEMENTS TO A DIFFERENT ADDRESS (MUST COMPLETE BOX B)
  • HOLD ENTITLEMENTS FOR PICKUP AT COMPUTERSHARE TORONTO OFFICE:

Computershare Investor Services Inc.

100 University Avenue, 8th Floor

Toronto, Ontario M5J 2Y1

  • DELIVER FUNDS VIA WIRE* (COMPLETE BOX F)

BOX B

ISSUE CONSIDERATION IN THE NAME OF*:

  • CHECK BOX IF SAME AS EXISTING REGISTRATION (DEFAULT)

(NAME)

(STREET NUMBER & NAME)

(CITY AND PROVINCE/STATE)

(COUNTRY AND POSTAL/ZIP CODE)

(TELEPHONE NUMBER (BUSINESS HOURS)

(E-MAIL ADDRESS)

(TAX IDENTIFICATION OR SOCIAL INSURANCE/SECURITY NUMBER)

  • IF THIS NAME IS DIFFERENT FROM YOUR REGISTRATION, PLEASE PROVIDE SUPPORTING TRANSFER REQUIREMENTS (SEE INSTRUCTION 2 & 3)

BOX C

RESIDENCY DECLARATION

ALL SHAREHOLDERS ARE REQUIRED TO COMPLETE A RESIDENCY DECLARATION. FAILURE TO COMPLETE A RESIDENCY DECLARATION MAY RESULT IN A DELAY IN YOUR PAYMENT.

The undersigned represents that the beneficial owner of the Essential Shares deposited herewith (check all boxes that apply - at least one box must be checked and completed):

  • isa resident of Canada for tax purposes. A Shareholder who does not check this box will be deemed to be a person that is NOT a resident of Canada for Canadian tax purposes.
  • isa U.S. Shareholder.
  • isa resident of __________________.

A "U.S. Shareholder" is any shareholder who is either (i) providing an address in Box "B" that is located within the United States or any territory or possession thereof, (ii) a "U.S. person" for United States federal income tax purposes, or (iii) returning this Letter of Transmittal in an envelope postmarked in, or that otherwise appears to the Depositary or its agents to have been sent from, the United States or any territory or possession thereof.

BOX D

LOST CERTIFICATES

(OPTIONAL)

Shareholders holders may participate in the Depositary's blanket bond program with Aviva Insurance Company of Canada (see item 6 of the Instructions).

If your lost certificate(s) forms part of an estate or trust, or are valued at more than CAD $200,000.00, please contact the Depositary for additional instructions. Any person who, knowingly and with intent to defraud any insurance company or other person, files a statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime.

PREMIUM CALCULATION

____________________# of lost Essential Shares X CAD $0.02 = Premium Payable $ _____________________NOTE: Payment NOTrequired if

Premium Payable is less than $5.00.

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Essential Energy Services Ltd. published this content on 05 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 October 2023 16:11:22 UTC.