Essential Energy Services : Notice of Meeting and Information Circular

NOTICE OF SPECIAL MEETING OF

ESSENTIAL ENERGY SERVICES LTD. SHAREHOLDERS

to be held November 7, 2023

and

INFORMATION CIRCULAR

October 3, 2023

The deadline for the receipt of proxies for the Meeting is 10:30 a.m. (Calgary time) on November 3, 2023

These materials are important and require your immediate attention. They require shareholders of Essential Energy Services Ltd. to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal, tax or other professional advisors. If you have any questions or require more information, please contact Odyssey Trust Company, by telephone at 1 [phone], or toll-free at 1 [phone] or by email at [e-mail].

October 3, 2023

Dear Shareholder,

You are invited to attend the special meeting (the "Meeting") of holders ("Essential Shareholders") of common shares ("Essential Shares") of Essential Energy Services Ltd. ("Essential") to be held on November 7, 2023 at the Calgary Petroleum Club, Viking Room, 319 - 5th Avenue SW, Calgary, Alberta, at 10:30 a.m. (Calgary time).

At the Meeting, Essential Shareholders will be asked to consider and, if deemed advisable, to pass a special resolution (the "Amalgamation Resolution") approving an amalgamation (the "Amalgamation") under section 181 of the Business Corporations Act (Alberta) between Essential and 2544592 Alberta Ltd. ("Subco"), a wholly-owned subsidiary of Element Technical Services Inc. ("Element") and involving the Essential Shareholders, pursuant to which, among other things, subject to the terms and conditions of the amalgamation agreement between Essential, Element and Subco dated September 15, 2023 (the "Amalgamation Agreement"), each Essential Shareholder will be entitled to receive $0.40 in cash per Essential Share held immediately prior to the Amalgamation.

The Amalgamation is the result of an extensive and thorough arm's length negotiation between Essential and Element and their respective advisors. The determination of the board of directors of Essential (the "Essential Board") to support the Amalgamation is based on various factors described more fully in the accompanying management information circular of Essential dated October 3, 2023 (the "Information Circular").

The Essential Board, having taken into account such factors and matters as it considered relevant, having received legal and financial advice and having received and reviewed the financial advisor's fairness opinion described in the Information Circular, determined that the transactions contemplated by the Amalgamation Agreement are in the best interests of Essential, and unanimously recommends that Essential Shareholders vote FOR the Amalgamation Resolution. All of the directors and executive officers of Essential, who collectively hold approximately 3.1% of the outstanding Essential Shares, have also agreed to vote all of their Essential Shares in favour of the Amalgamation.

The Information Circular contains a detailed description of the Amalgamation as well as the background to, and reasons for, the Amalgamation and sets forth the actions to be taken by you at the Meeting. You should carefully review the Information Circular in its entirety and consult with your financial, legal or other professional advisors if you require advice or assistance.

The Amalgamation constitutes a "business combination" for the purposes of Multilateral Instrument 61-101Protection of Minority Security Holders in Special Transactions ("MI 61-101"), which requires, among other things, the approval of the transaction by a majority of the votes cast by the Essential Shareholders other than the Essential Shareholders whose votes are required to be excluded for the purposes of "majority of the minority" approval as required under MI 61-101.

Accordingly, in order to become effective, the Amalgamation Resolution must be approved by at least:

1. 66⅔% of the votes cast on the Amalgamation Resolution by the Essential Shareholders present in person or by proxy at the Meeting; and

1. a majority of the votes cast by the Essential Shareholders present in person or by proxy at the Meeting excluding for this purpose votes attached to the Essential Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101, if required.

In addition to the Essential Shareholder approvals described above, the completion of the Amalgamation is subject to satisfaction or waiver of other usual and customary conditions contained in the Amalgamation Agreement. If all of the necessary conditions to the Amalgamation under the Amalgamation Agreement are satisfied or waived, Essential expects that the Amalgamation will become effective on or about November 9, 2023.

We look forward to your participation at our Meeting.

(signed) "James Banister"

Chair of the Board of Directors

ESSENTIAL ENERGY SERVICES LTD.

NOTICE OF SPECIAL MEETING OF SECURITYHOLDERS

When: Tuesday, November 7, 2023 10:30 a.m. (Calgary time)

Where: Calgary Petroleum Club, Viking Room, 319 - 5th Avenue SW, Calgary, Alberta

NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of holders ("Essential Shareholders") of common shares ("Essential Shares") of Essential Energy Services Ltd. ("Essential") will be held on November 7, 2023 at the Calgary Petroleum Club, Viking Room, 319 - 5th Avenue SW, Calgary, Alberta at 10:30 a.m. (Calgary time) for the following purposes:

1. to consider and, if deemed advisable, adopt the Amalgamation Resolution (as defined in the accompanying management information circular of Essential dated October 3, 2023 (the "Information Circular")) authorizing an amalgamation of Essential and 2544592 Alberta Ltd. ("Subco"), a wholly-owned subsidiary of Element Technical Services Inc. ("Element"), and involving Element and the Essential Shareholders, substantially upon the terms and conditions set forth in the amalgamation agreement dated September 15, 2023, between Essential, Element and Subco (the "Amalgamation Agreement") whereby, among other things, each Essential Shareholder will be entitled to receive $0.40 in cash per Essential Share held immediately prior to the Amalgamation, as more particularly described in the Information Circular. The full text of the Amalgamation Resolution is set forth in Appendix A to the Information Circular; and
2. to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Specific details of the matters to be put before the Meeting are set forth in the Information Circular. The full text of the Amalgamation Agreement is attached as Appendix B to the Information Circular.

Registered holders of Essential Shares ("Registered Shareholders") at the close of business on September 18, 2023 (the "Record Date") are entitled to receive notice of, attend and vote by proxy in advance of the Meeting. To the extent an Essential Shareholder transfers the ownership of any of their Essential Shares after the Record Date and the transferee of those Essential Shares establishes that they own such Essential Shares and requests, at least ten days before the Meeting, to be included in the list of Essential Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Essential Shares at the Meeting.

If you are not a Registered Shareholder and instead receive materials through your broker, investment dealer, bank, trust company or other intermediary (each, an "Intermediary"), please complete the form of proxy or voting instruction form provided to you by your Intermediary in accordance with the instructions provided therein.

It is important to us at Essential that you exercise your vote. If you are a Registered Shareholder, you can vote by proxy in one of three ways:

• Call 1-866-732-VOTE (8683) toll-free and follow the instructions. Registered Shareholders will need to enter their 15-digit control number (located on the bottom left corner of the first page of the proxy form that was sent to them) to identify themselves as an Essential Shareholder on the telephone voting system;
• Go to www.investorvote.com and follow the instructions. Registered Shareholders will need to enter their 15-digit control number (located on the bottom left corner of the first page of the proxy form that was sent to them) to identify themselves as an Essential Shareholder on the voting website; or
• Complete the proxy form that was sent to them, sign and date it and return to: Computershare Trust Company
  of Canada, 8th floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 (Attention: Proxy Department).