Pine Cliff Energy : 2023 Information Form2023 Form of Proxy2023 Information Circular2023 Notice of Meeting

ANNUAL INFORMATION FORM

For the Year Ended December 31, 2023

March 4, 2024

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GLOSSARY OF ABBREVIATIONS AND ADVISORIES

Oil and Gas Abbreviations

Other Abbreviations

The following table sets forth certain standard conversions between Standard Imperial Units and the International System of Units (or metric units)

In this annual information form ("Annual Information Form") where amounts are expressed on a Boe basis, natural gas volumes have been converted to oil equivalence at six Mcf per one Bbl. The term Boe may be misleading, particularly if used in isolation. Natural gas liquids ("NGL") and oil volumes are recorded in Bbl and are converted to Mcfe using a ratio of six thousand cubic feet to one Bbl of oil. The term Mcfe may be misleading, particularly if used in isolation. These conversion ratios are based on an energy equivalency conversion method primarily applicable at the burner tip and do not represent a value equivalency at the wellhead. Unless otherwise specified, references to oil include NGLs.

Where any disclosure of reserves data is made in this Annual Information Form that does not reflect all of the reserves of Pine Cliff Energy Ltd. ("Pine Cliff" or the "Company") the reader should note that the estimates of reserves and future net revenue for individual properties or groups of properties may not reflect the same confidence level as estimates of the reserves and future net revenue for all properties, due to the effects of aggregation.

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Non-GAAP Measure

This Annual Information Form discloses "operating netback", which is not recognized under Generally Accepted Accounting Principles ("GAAP") and may not be comparable to similar measures presented by other companies. The Company considers operating netback to be a key indicator of profitability relative to current commodity prices. Operating netback and operating netback per Boe and per Mcfe are calculated as the sum of commodity sales and processing and gathering income, less royalties, operating and transportation expenses on an absolute and a per Boe or per Mcfe basis, respectively. Management uses operating netback on a per Boe basis in operational and capital allocation decisions. This measure has been described and presented in this Annual Information Form in order to provide Shareholders (as defined herein) and potential investors with additional information regarding Pine Cliff's ability to generate positive funds flow from operating activities at current commodity prices and it provides an analytical tool to benchmark changes in operational performance against prior periods and to comply with the requirements of NI 51-101. Readers are cautioned, however, that this measure should not be construed as an alternative to other terms such as earnings determined in accordance with IFRS as a measure of performance. Pine Cliff's method of calculating this measure may differ from other companies, and accordingly, it may not be comparable to measures used by other companies. For further information on this measure, readers should refer to the section entitled "Non-GAAP Measures" located in the Company's management's discussion and analysis for the period ended December 31, 2023, which section is incorporated by reference into this Annual Information Form and is available on the Company's SEDAR+ profile at sedarplus.ca.

Currency

In this Annual Information Form, unless otherwise noted, all dollar amounts are expressed in Canadian dollars.

FORWARD-LOOKING STATEMENTS

This Annual Information Form contains forward-looking statements and other information (collectively, "forward- looking statements"). These forward-looking statements other than statements of historical fact may be forward- looking statements. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. In addition, this Annual Information Form may contain forward-looking statements attributed to third party industry sources. Undue reliance should not be placed on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By its nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. Forward-looking statements in this Annual Information Form include, but are not limited to, statements with respect to:

• the quantity and quality of the oil and natural gas reserves;
• the performance and characteristics of Pine Cliff's oil and natural gas properties, including anticipated production;
• future development and exploration activities and the timing thereof;
• future land expiries;
• results of various projects of Pine Cliff;
• the focus and timing of Pine Cliff's drilling activities;
• timing of receipt of regulatory approvals;
• timing of development of undeveloped reserves;
• Pine Cliff's ability to attract and retain adequate personnel;
• the tax horizon and taxability of Pine Cliff;
• supply and demand for oil, NGLs, natural gas and minerals (including precious metals);
• expectations regarding the Company's ability to raise capital and to continually add to reserves through acquisitions and development;
• the timing and amount of abandonment and reclamation costs;
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• the impact of Canadian federal and provincial governmental regulation on Pine Cliff relative to other natural resource issuers of similar size;
• realization of the anticipated benefits of acquisitions and dispositions, including the Acquisition, as defined herein;
• weighting of production between different commodities;
• projections of commodity prices and costs;
• expected levels of royalty rates, operating costs, transportation costs, general and administrative costs, costs of services and other costs and expenses;
• the completion and timing of pipeline and other infrastructure projects;
• capital expenditure programs and the timing and method of financing thereof; and
• treatment under government regulation and taxation regimes.

Although Pine Cliff believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Pine Cliff cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither Pine Cliff nor any other person assumes responsibility for the outcome of the forward-looking statements. Many of the risks and other factors are beyond Pine Cliff's control, which could cause results to differ materially from those expressed in the forward-looking statements contained in this Annual Information Form. The risks and other factors include, but are not limited to:

• general economic conditions in Canada, the United States and globally, including reduced availability of debt and equity financing generally;
• industry conditions, including fluctuations in the price of oil, NGLs and natural gas;
• liabilities inherent in oil, natural gas and mineral operations;
• governmental regulation of the oil and gas, and mining industries, including environmental regulation;
• inflation and fluctuation in foreign exchange or interest rates;
• geological, technical, drilling and processing problems and other difficulties in producing reserves;
• unanticipated operating events which can reduce production or cause production to be shut in or delayed;
• failure to realize anticipated benefits of acquisitions and dispositions;
• failure to obtain industry partner and other third party consents and approvals, when required;
• stock market volatility and market valuations;
• competition for, among other things, capital, acquisitions or reserves, undeveloped land and skilled personnel;
• competition for and inability to retain drilling rigs, production equipment and other services;
• rights to surface access;
• the need to obtain required approvals from regulatory authorities; and
• the other factors described under "Risk Factors" in this Annual Information Form.

These factors should not be considered as exhaustive. Statements relating to "reserves" or "resources" are by their nature forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions that the resources and reserves described can be profitably produced in the future. With respect to forward-looking statements contained in this Annual Information Form, Pine Cliff has made assumptions regarding: inflation and future exchange rates; the impact of increasing competition; conditions in general economic and financial markets; availability of drilling and related equipment; availability of skilled labour; current technology; adjusted funds flow; production rates; timing and amount of capital expenditures; the prices and marketability of oil, NGLs, natural gas; royalty rates; effects of regulation by governmental agencies; future operating costs; future transportation costs; and the Company's ability to obtain financing on acceptable terms. Readers are cautioned that the foregoing list of factors is not exhaustive.

The above summary of assumptions and risks related to forward-looking statements has been provided in this Annual Information Form in order to provide readers with a more complete perspective on Pine Cliff's future operations. Readers are cautioned that this information may not be appropriate for other purposes.

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The forward-looking statements contained in this Annual Information Form are expressly qualified by this cautionary statement. Pine Cliff is not under any duty to update or revise any of the forward-looking statements and does not intend to do so except as expressly required by applicable securities laws.

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CORPORATE STRUCTURE

Name, Address and Incorporation

Pine Cliff was incorporated under the Business Corporations Act (Alberta) (the "ABCA") on November 10, 2004, by Certificate of Incorporation issued pursuant to the provisions of the ABCA, under the name "Pine Cliff Energy Ltd." Effective January 1, 2011, Pine Cliff amalgamated with its wholly-owned subsidiary, CanAmericas Energy Ltd., and its indirect wholly-owned subsidiary, CanAmericas (Chile) Energy Ltd., pursuant to the provisions of the ABCA. On October 1, 2013, Pine Cliff amalgamated with its wholly-owned subsidiary Skope Energy Inc. ("Skope Energy") pursuant to the provisions of the ABCA and, immediately prior to such amalgamation, Skope Energy amalgamated with its wholly-owned subsidiary Skope Energy International Inc. On January 1, 2022, Pine Cliff amalgamated with its wholly-owned subsidiary Apogee Petroleum Inc. ("Apogee"). On January 1, 2024, in connection with the Acquisition (as defined herein), Pine Cliff amalgamated with Certus Oil & Gas Inc. ("Certus") and other direct and indirect subsidiaries pursuant to sequential amalgamations under the provisions of the ABCA. Where applicable, references to the "Company" and "Pine Cliff" in this Annual Information Form shall mean Pine Cliff Energy Ltd., together with its direct and indirect subsidiaries.

Pine Cliff is a "reporting issuer" in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and New Brunswick.

On March 3, 2016, Pine Cliff was listed on the Toronto Stock Exchange ("TSX") and de-listed from the TSX Venture Exchange ("TSXV"). The common shares of the Company ("Common Shares") are listed on the TSX under the symbol "PNE" and trade on the OTC Markets Group ("OTCQX") under the symbol "PIFYF".

Pine Cliff's registered and head office is located at Suite 850, 1015 - 4th Street S.W., Calgary, Alberta T2R 1J4.

Transfer Agent and Registrar

The Registrar and Transfer Agent for Common Shares is Odyssey Trust Company at 350, 300 5th Ave SW Calgary, Alberta T2P 3C4.

Intercorporate Relationships

The following diagram sets forth the organizational structure of Pine Cliff, which does not have any material subsidiaries as of the date hereof:

Shareholders

Pine Cliff Energy Ltd.

GENERAL DEVELOPMENT OF THE BUSINESS

Overview

Pine Cliff is an Alberta-based corporation primarily engaged in the business of exploration for, and acquisition, development and production of oil, natural gas and NGLs in the Western Canadian Sedimentary Basin (the "WCSB"). In order to create value for the holders of Common Shares ("Shareholders"), Pine Cliff is pursuing an integrated growth strategy that includes both development through acquisitions as well as drilling.

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Material Activities in 2021, 2022 and 2023

Year ended December 31, 2021

During the year ended December 31, 2021, the Company repaid in full the principal amount of $19.0 million due to mature on July 31, 2022, pursuant to a non-revolving term credit facility ("Term Debt") with Alberta Investment Management Corporation ("AIMCo").

On September 16, 2021, the Company entered into an agreement with a Canadian chartered bank for a demand operating loan in the amount of $5.0 million (the "Demand Loan"). Borrowings bear interest at the banks' prime lending plus 2.5% and the Demand Loan is secured by a general security agreement over certain tangible field facilities of the Company. No amount had been drawn on the Demand Loan at December 31, 2021.

On December 29, 2021, Pine Cliff closed the acquisition of Apogee for cash consideration of $22.2 million. The assets are located in the Company's Greater Ghost Pine area.

Year ended December 31, 2022

Prior to June 30, 2022, the Company had repaid in full, the $30.0 million of Term Debt due to mature on December 31, 2024. On June 30, 2022, the Company repaid in full the principal amount of a $6.0 million promissory note payable to the Chairman of the Board of Directors of Pine Cliff (the "Board"), maturing December 31, 2024.

On June 30, 2022, 2022, the Company repaid in full the principal amount of $6.0 million of promissory notes payable to to a Shareholder and a relative of that Shareholder, who had previously owned directly or by discretion and control, greater than 10% of the Common Shares. This resulted in the Company having no debt outstanding as of June 30, 2022.

On July 28, 2022, the Demand Loan was increased from $5.0 million to $8.0 million.

On December 1, 2022, the Company and the Lender cancelled the Facility.

Year ended December 31, 2023

On December 13, 2023, the Company completed its acquisition of all of the issued and outstanding common shares of Certus, a privately held oil and natural gas producer, by way of take-over bid, for total cash consideration of $108.9 million (the "Acquisition"). As a result of the Acquisition, Pine Cliff acquired approximately 5,300 Boe/d of liquids and natural gas production in the Caroline area of Central Alberta. The Acquisition was funded from the Company's cash resources and a new secured non-revolving credit facility in the amount of $56.3 million provided by a private institutional investor (the "Term Loan"). The Term Loan matures in December 2026 with mandatory quarterly repayments in the amount of $2.1 million, commencing April 1, 2024. The Term Loan bears interest at Canadian Prime Lending Rate ("Prime Rate") plus 3.65%, whereby the Prime Rate cannot be less than 6.95%.

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DESCRIPTION OF OIL AND GAS PROPERTIES

Pine Cliff's oil and gas properties at December 31, 2023 are located in Alberta and Saskatchewan where the Company operates or has ownership in facilities and other installations necessary to produce, transport and sell oil, natural gas and NGLs. A description of Pine Cliff's oil and gas properties and infrastructure is set out below.

The following map outlines the location of Pine Cliff's assets:

Central Alberta Assets

Pine Cliff owns high working interest, production in the Ghost Pine and Viking areas of Central Alberta (the "Central Alberta Assets"). Pine Cliff has an average 76% working interest by wells in its Central Alberta Assets and operates 94% of the production.

Greater Ghost Pine

Pine Cliff's Ghost Pine assets are located near the town of Drumheller, Alberta and produce 79% natural gas. Ghost Pine production is from the Late Cretaceous Edmonton Group to the liquids rich, Early Cretaceous Mannville Group and Mississippian Rundle Group. Within the Ghost Pine asset there are up to 12 separate gas or oil charged reservoir formations. Pine Cliff owns and operates a majority of the infrastructure in this area including three licensed gas plants, nodal compressor stations and gathering and sales pipeline networks.

Drilling and recompletion development in the Ghost Pine area is primarily focused on exploitation of many different productive intervals from surface to the base of the Mississippian Group. Pine Cliff owns, or has license rights to, 420 square

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kilometers of 3D seismic and 813 kilometers of 2D seismic on its Central Alberta assets. Pine Cliff has identified 42 gross (35.9 net) horizontal Pekisko oil locations and 10 gross (8.4 net) horizontal Basal Quartz oil locations. Of these locations, 20 gross (18.3 net) Pekisko drilling locations are recognized in the Pine Cliff Reserve Report.

Viking

Pine Cliff's Viking assets are located near the town of Viking, Alberta and produce 99% natural gas. The majority of this production comes from long life, low decline producing shallow gas assets in the Viking shore face sands composed of fine to coarse grained sandstone with inter-beds of conglomerate and cherty conglomeratic sandstone. There is upside potential in the Colorado shale which is a deep-water siltstone equivalent to the Cardium shore face found in Western Alberta.

Caroline

The Caroline assets are located west of the town of Sylvan Lake, Alberta and produce 48% natural gas, 36% natural gas liquids and 16% oil and condensate. Drilling development in the Caroline area is primarily focused on exploitation of the Ellerslie, Glauconite, Rock Creek and Elkton formations, with primary focus on 2-mile laterals in the Glauconite. The Company owns an extensive operated infrastructure including multi-well batteries, compression and natural gas gathering, connected to several underutilized third-party deep cut gas processing plants. Pine Cliff owns an average 71% working interest in the Caroline area assets.

Pine Cliff has identified 18 gross (8.8 net) horizontal Glauconite liquids rich gas locations, 27 gross (18 net) horizontal Ellerslie oil locations and 2 gross (2 net) horizontal Elkton oil locations. Of these locations, 18 gross (8.8 net) Glauconite, 5 gross (4.4 net) Ellerslie and 2 gross (2 net) Elkton drilling locations are recognized in the Pine Cliff Reserve Report.

Southern Alberta and Southern Saskatchewan

Pine Cliff owns long-life, low decline producing shallow gas assets in Southern Alberta and Southern Saskatchewan referred to as the Southern Assets. Excluding the Tilley Unit in this area, Pine Cliff has a 95% working interest by wells in the Southern Assets and is the operator of 98% of the Company's production in the area, excluding the Tilley Unit in this area. Pine Cliff also has a 10% interest in the Tilley Unit.

The majority of the producing zones in these properties are from the upper Cretaceous Milk River, Medicine Hat and Second White Specks sands. These fields are characterized by their shallow depths and low-permeabilityclay-rich sands. The formations occur in broad sheet-like sands that are laterally extensive and have been regarded by many as offshore sands. Underlying structures create fracturing which enhances permeability in these shallow horizons.

Hatton

Pine Cliff's Hatton assets are located near the town of Maple Creek, Saskatchewan. Development and production of long life, low decline producing shallow gas assets activities in the Hatton area at this time are primarily directed toward exploitation and maintaining production. Pine Cliff controls most of the infrastructure in this area, which includes a gas gathering system and a major compressor station that delivers to a TransGas Limited pipeline.

Many Islands/Long Valley

The Many Islands/Long Valley assets are located east of the City of Medicine Hat, Alberta. Development and production of long life, low decline producing shallow gas assets activities in the Many Islands/Long Valley area at this time are primarily directed toward exploitation and maintaining production. Pine Cliff controls most of the infrastructure in this area, which includes a gas gathering system, two field compressors and a 100% interest in a compression station that delivers to two TC Energy Corporation ("TC Energy") pipelines. In 2017, Pine Cliff purchased 100% interest in two Canadian Energy Regulator ("CER") regulated inter-provincial natural gas export pipelines that permit Pine Cliff to transport produced natural gas to either Alberta or Saskatchewan.

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