Governance, Nomination and Compensation Committee Charter

Establishment of Governance, Nomination and Compensation Committee

It is the policy of Pine Cliff Energy Ltd. (the "Corporation") to establish and maintain a Governance, Nomination and Compensation Committee (the "Committee") to assist the Board of Directors of the Corporation (the "Board") in the exercise of its duties and responsibilities.

Composition of the Committee

The membership of the Committee shall be as follows:

(a) the Committee shall consist of a minimum of three directors of the Corporation;

(b) the majority of the members of the Committee:

(i) shall not be, and shall not have been during the preceding 12 months, (A) an officer or employee of the Corporation or an affiliate of the Corporation, (B) a person who beneficially owns 10% or more of the outstanding voting securities of the Corporation, and (C) a relative of a person referred to in clause (A) or (B) residing in the same home as that person; and

(ii) shall be free from any interest, any business or other relationship which could, or could reasonably be perceived, to materially interfere with the director's ability to act with a view to the best interests of the Corporation, other than interests and relationships arising from shareholdings. In determining whether a director is independent of management for the purpose of the determination in this subsection 2(b), the Board shall make reference to the then current legislation, rules, policies and instruments of applicable regulatory authorities; (c) all members of the Committee shall have a working familiarity with corporate governance and executive compensation matters;

(d) members of the Committee shall be appointed annually by the Board, at the first meeting of the Board after the annual general meeting of shareholders of the Corporation, from among directors of the Corporation;

(e) the chair (the "Chair") of the Committee shall be appointed by the Board;

(f) a member of the Committee shall ipso facto cease to be a member of the Committee upon ceasing to be a director of the Corporation; and

(g) any member of the Committee may be removed or replaced at any time by resolution of the directors of the Corporation. If and whenever a vacancy shall exist on the Committee, the remaining members may exercise all its powers so long as a quorum remains.

Meetings of the Committee

Subject to the following requirements, the Committee may determine its own meeting procedures:

(a) The Committee shall convene at such dates, times and places as may be designated or approved by the Chair whenever a meeting is requested by the Board, a member of the Committee, the Chief Executive Officer of the Corporation (the "CEO") or a senior executive of the Corporation. The Committee shall convene a minimum of once per year;

(b) Notice of each meeting shall be given to each member of the Committee, the Chairman of the Board, the CEO and all other persons the Committee determines should be provided with notice of the meeting;

(c) Notice of a meeting of the Committee shall:

(i) be in writing;

(ii) state the nature of the business to be transacted at the meeting in reasonable detail;

(iii) provide the location of the meeting and instructions how to participate remotely if required;

(iv) to the extent practicable, be accompanied by copies of documentation to be considered at the meeting; and

(v) be given at least two business days prior to the time stipulated for the meeting or such shorter period as the members of the Committee may permit;

(d) A quorum for the transaction of business at a meeting of the Committee shall consist of a majority of its members. Every motion at the Committee meeting shall be decided by a majority of votes cast; in the event of a tie vote on any matters, such matters shall be presented to the Board for its consideration and determination;

(e) Any member of the Committee may participate in a meeting of the Committee by means of such telephonic, electronic or other communication facilities as permit all persons participating in the meeting to communicate adequately with each other, and a member participating in such a meeting by any such means is deemed to be present at the meeting;

(f) In the absence of the Chair, the members of the Committee shall choose one of the members present to be chair of the meeting. In addition, the members of the Committee shall choose one of the persons present to be the secretary of the meeting;

(g) The Chairman of the Board, senior management of the Corporation and other parties may attend meetings of the Committee; however, the Committee may meet separately with management;

(h) The Committee shall meet in a separate, non-management, in camera session at each meeting. The Committee may invite such officers, directors and employees of the Corporation or affiliates as it see fit from time to time to attend meetings of the Committee and to assist thereat in the discussion of matters being considered by the Committee;

(i) Minutes shall be kept of all meetings of the Committee and shall be signed by the Chair and the secretary of the meeting; and

(j) Minutes of Committee meetings will be sent to all Board members and relevant executive and management staff. Reports on the conduct of the meetings will be made to the Board by the Chair or in their absence, by the chair of the meeting.

Duties and Responsibilities of the Committee

The Committee's primary duties and responsibilities are to assist the Board with the following:

(a) making recommendations to the Board regarding the selection, appointment and (if necessary) termination of the CEO;

(b) working with the Chairman of the Board and the CEO in evaluating the succession planning process for the CEO and members of senior management, and making recommendations to the Board in this regard for discussion and final approval;

(c) evaluating, together with the CEO, a position description for the CEO, setting out the CEO’s authority, duties and responsibilities, and defining the scope of management’s responsibilities, and making recommendations to the Board in this regard for discussion and final approval;

(d) evaluating, setting, and approving the level and forms of compensation for the CEO; and working with the CEO, evaluating and recommending to the Board for approval, the level and forms of compensation for the other senior management in the Corporation; all of the foregoing in light of the Corporation’s financial and non-financial performance;

(e) approving any employment agreements, severance arrangements and any changes to contractual agreements and provisions, including benefit payments and change of control payments, for the CEO and all members of the Corporation’s senior management;

(f) evaluating the level and forms of compensation for the Board directors, in light of the Corporation’s financial and non-financial performance and commensurate with the responsibilities and risks in being an effective director, and making recommendations to the Board in this regard for discussion and final approval;

(g) reviewing and approving recommendations for establishing and amending the Corporation’s equity based compensation plans and executive performance incentive programs, and evaluating effectiveness of these compensation plans in recruiting, retaining and motivating talent necessary to meet the Corporation’s corporate strategy and in meeting shareholder interests;

(h) reviewing and approving recommendations to the Board for the grants of awards under the Corporation's equity compensation plans to Board members, the CEO and senior management; and authorizing and approving grants of awards under such plans to employees (other than officers) in co-ordination with the CEO’s recommendation
regarding such grants;

(i) developing and monitoring the Corporation’s general approach to corporate governance issues and applicable corporate governance guidelines, and, through the Chair, making recommendations to the Board in this regard for discussion and final approval;

(j) periodically reviewing the Board charter and the position descriptions of the Chairman of the Board, the CEO and the chairs of each Board committee in light of corporate, market and legal developments, and best corporate governance practices, and making recommendations to the Board in this regard for discussion and final approval;

(k) working with the Board Chairman, periodically reviewing and developing guidelines for the operation of the Board, including its functions, size and composition;

(l) with the Board Chairman and the chair of each Board committee, periodically reviewing and developing guidelines for the operation of each committee of the Board, including their functions, size and composition and recommending to the Board those directors it considers qualified for appointment to each committee of the Board;

(m) reviewing at least annually the Board’s succession planning arrangements for Board members, the Chairman of the Board and each committee of the Board and making recommendations to the Board in this regard for discussion and final approval;

(n) identifying the required competencies and characteristics of potential Board directors, periodically developing lists of candidate directors, and making recommendations to the Board in this regard for discussion and final approval which will reflect, among other things;

(o) organizing and providing an orientation and continuing education program for new directors;

(p) performing, under the leadership and guidance of the Chairman of the Board, regular assessments of the Board, committees of the Board and individual directors, and making recommendations to the Board in this regard for discussion and final approval;

(q) monitoring relationships between the Corporation’s senior management and the Board, and recommend procedures to allow directors to have access to, and an effective relationship with, such senior management;

(r) reviewing public or regulatory disclosure respecting compensation and the basis on which performance is measured;

(s) periodically reviewing corporate governance and compensation policies related to best practice and making recommendations to the Board in this regard for discussion and final approval;

(t) performing any other duties that are otherwise required by law, including National Policy 58-201 – Corporate Governance Guidelines;

(u) periodically reviewing the Corporation’s written Whistleblower Policy, Disclosure Policy and Confidentiality and Insider Trading Policy (these documents are collectively referred to as the "Policies") and recommend any amendments to the Board;

(v) periodically considering and if appropriate reviewing directors and officers third party liability insurance proposals and coverage; and

(w) performing any other activities consistent with this Charter, the Corporation’s By-laws and governing laws as the Committee or the Board deems necessary or appropriate.

Policies

The Committee will:

(a) develop, review and assess the Policies to confirm that they address, among other things, conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection and proper use of the Corporation's assets, compliance with applicable laws, rules and regulations (including insider trading laws) and the reporting of illegal or unethical
behaviour, and establish mechanisms to facilitate the effective operation of the Policies and the granting of waivers under any of the Policies;

(b) if appropriate, approve any waivers of the Policies sought by directors or members of senior management; and

(c) ensure that any waivers of the Policies for directors or members of senior management are promptly disclosed to the Board and, if appropriate, to shareholders.

Reporting

At the earliest reasonable opportunity after each meeting, the Committee will regularly report to the Board on all significant matters it has addressed and with respect to such other matters that are within its responsibilities, including any matters relating to the Policies and its review of any potential conflicts of interest and make recommendations to the Board as deemed appropriate.

Access to Outside Advisors

The Committee may retain any outside advisor, including an executive search firm, at the reasonable expense of the Corporation at any time and has the authority to determine any such advisor’s fees and other retention terms. The Committee, and any outside advisors retained by it, will have access to all records and information relating to the Corporation and its subsidiaries which it deems relevant to the performance of its duties.

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