Lucero Energy : Proxy Materials 2022 - Information Circular

LETTER TO SHAREHOLDERS

April 8, 2022

Dear Fellow Shareholder,

On behalf of the Board of Directors and management of PetroShale Inc. (the "Corporation"), we are holding our annual and special meeting (the "Meeting") of the holders of common voting shares at First Canadian Centre, Chambers Room, 350 - 7th Avenue SW, Calgary, Alberta on May 19, 2022 at 10:00 a.m. (Calgary time).

The accompanying information circular - proxy statement describes the business that will be conducted at the meeting and provides information regarding our executive compensation and governance practices.

The Corporation asks that, in considering whether to attend the Meeting in person, shareholders follow the instructions of the Public Health Agency of Canada (www.canada.ca/en/public-health.html), the Alberta Health Services (www.albertahealthservices.ca) guidelines, and the Alberta Government restrictions on public gatherings (https://www.alberta.ca/restrictions-on-gatherings.aspx). As shareholder participation at the Meeting is important, the Corporation encourages shareholders to exercise their right to vote prior to the Meeting by following the instructions set out in the form of proxy or voting instruction form received by shareholders. If your common voting shares are not registered in your name and are held in the name of your broker or other nominee, you may wish to consult the information beginning on page 5 of the accompanying information circular - proxy statement for information on how to vote your shares.

We may take additional precautionary measures in relation to the Meeting in response to further developments with the COVID-19 pandemic. 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 http://www.petroshaleinc.com/for any 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.

Sincerely,

(signed) "M. Bruce Chernoff"

M. Bruce Chernoff

Chairman

NOTICE OF ANNUAL AND SPECIAL MEETING

NOTICE is hereby given that an annual and special meeting (the "Meeting") of holders of common voting shares ("Common Share") of PetroShale Inc. (the "Corporation") will be held at First Canadian Centre, Chambers Room,

350 - 7th Avenue SW, Calgary, Alberta at 10:00 a.m. (Calgary time), on May 19, 2022, to:

1. consider and receive our audited financial statements as at and for the year ended December 31, 2021, together with the report of the auditors thereon;
2. fix the number of directors to be elected at the Meeting at six (6) members;
3. elect six (6) directors;
4. appoint the auditors and authorize our directors to fix their remuneration as such;
5. consider and, if deemed advisable, to pass with or without variation, an ordinary resolution re-approving our stock option plan, as more particularly described in the attached information circular - proxy statement;
6. consider and, if deemed advisable, to pass with or without variation, an ordinary resolution approving certain amendments to our bonus award incentive plan, as more particularly described in the attached information circular - proxy statement;
7. consider and, if deemed advisable, to pass with or without variation, a special resolution to approve an amendment to the articles of the Corporation to change the name of the Corporation to "Lucero Energy Corp.", as more particularly described in the attached information circular - proxy statement;
8. consider and, if deemed advisable, to pass with or without variation, a special resolution approving a consolidation to the outstanding Common Shares on the basis of a consolidation ratio to be selected by the board of directors of the Corporation (not to exceed fifteen (15) currently outstanding shares for one (1) new post-consolidation share), as more particularly described in the attached information circular - proxy statement; and
9. to transact such other business as may be properly brought before the Meeting or any adjournment thereof.

Only shareholders whose names have been entered in the register of Common Shares at the close of business on April 8, 2022 will be entitled to receive notice of and to vote at the Meeting unless that shareholder has transferred any shares subsequent to that date and the transferee shareholder, not later than 10 days before the Meeting, establishes ownership of the shares and demands that the transferee's name be included on the list of shareholders entitled to vote at the Meeting. Each Common Share will entitle the holder to one vote at the Meeting.

We encourage all holders of Common Shares to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. To be effective, the proxy must be received by TSX Trust Company, 301 - 100 Adelaide Street West, Toronto, Ontario M5H 4H1, Attention: Proxy Department or deliver it by fax to 1-416-595- 9593 not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays) prior to the commencement of the Meeting or any adjournment thereof. You may also vote via the internet at www.voteproxyonline.com. Votes by internet must be received not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays) prior to the commencement of the Meeting or any adjournment thereof. Notwithstanding the foregoing, the Chairman of the Meeting has the discretion to accept proxies received after such deadline.

DATED at Calgary, Alberta, this 8th day of April, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "M. Bruce Chernoff"

M. Bruce Chernoff, Chairman