Pipestone Energy : Letter of Transmittal

Please read the accompanying Information Circular (as defined below) carefully before completing this Letter of Transmittal. The instructions accompanying this Letter of Transmittal should also be read carefully before this Letter of Transmittal is completed or submitted to the Depositary (as defined below). 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 [phone]. You can email the Depositary at [e-mail]. You may also contact Kingsdale Advisors by telephone at 1-877-659-

1824 (North American Toll Free) or 416-623-2514 (Outside North America), or by email at: [e-mail].

LETTER OF TRANSMITTAL

WITH RESPECT TO THE COMMON SHARES OF

PIPESTONE ENERGY CORP.

This Letter of Transmittal is for use by registered holders ("Pipestone Shareholders") of common shares (the "Pipestone Shares") of Pipestone Energy Corp. ("Pipestone") in connection with the proposed arrangement with, among others, Strathcona Resources Ltd. ("Strathcona") pursuant to section 193 of the Business Corporations Act (Alberta) (the "Arrangement"), described in the management information circular of Pipestone dated August 25, 2023 (the "Information Circular") accompanying this Letter of Transmittal whereby, among other things, and pursuant to the terms of an arrangement agreement dated effective as of July 31, 2023 as amended and restated August 22, 2023 (as further supplemented, modified, amended or amended and restated in accordance with its terms, the "Arrangement Agreement") and the plan of arrangement appended thereto (the "Plan of Arrangement"), Strathcona and Pipestone will be amalgamated and will continue as "Strathcona Resources Ltd." ("AmalCo") and Pipestone Shareholders (other than Dissenting Shareholders) will receive 0.067967 of a common share (each, an "AmalCo Shares") in the capital of AmalCo for each Pipestone Share held.

Capitalized terms used, but not defined in this Letter of Transmittal, shall have the meanings given to them in the Information Circular. You are encouraged to carefully review the Information Circular in its entirety. Any reference herein to the Arrangement Agreement and/or the Plan of Arrangement includes any amendment or modification thereof.

Upon completion of the First Amalgamation between Pipestone and its wholly owned subsidiary Pennant Energy Inc. (the "Pipestone Subsidiary") pursuant to the Plan of Arrangement, each issued and outstanding common share in the capital of the Pipestone Subsidiary shall be cancelled and each issued and outstanding Pipestone Share shall remain unaffected and issued and outstanding. No share certificate(s) or DRS Advice(s) representing Pipestone AmalCo Shares shall be issued to Pipestone Shareholders on completion of the First Amalgamation and the share certificates or DRS Advices that, immediately prior to the Effective Time, represented Pipestone Shares shall be deemed to evidence the Pipestone AmalCo Shares issuable to the holder in connection with the First Amalgamation. Accordingly, for the purposes of this Letter of Transmittal, all references to "Pipestone Shares" herein shall refer to, and include "Pipestone AmalCo Shares", as applicable.

All references to "Pipestone" herein, shall refer to, and include Pipestone AmalCo, as successor to Pipestone on completion of the First Amalgamation, as applicable. All references to "Strathcona" herein,

shall refer to, and include AmalCo, as successor to Strathcona and Pipestone AmalCo on completion of the Second Amalgamation, as applicable.

ODYSSEY TRUST COMPANY (THE "DEPOSITARY")

(SEE BELOW FOR ADDRESS AND TELEPHONE NUMBER)

OR YOUR BROKER OR OTHER FINANCIAL ADVISOR WILL BE ABLE

TO ASSIST PIPESTONE SHAREHOLDERS IN COMPLETING THIS LETTER OF TRANSMITTAL

This Letter of Transmittal is for use by registered Pipestone Shareholders only and is not to be used by beneficial holders of Pipestone Shares ("Beneficial Shareholders"). A Beneficial Shareholder does not have Pipestone Shares registered in its name; rather, such Pipestone Shares are registered in the name of an Intermediary (i.e., broker, investment dealer, trust company, bank or other nominee) on its behalf. If you are a Beneficial Shareholder, you should contact your Intermediary for instructions and assistance in delivering your DRS Advice(s) or certificate(s) representing Pipestone Shares and receiving consideration for such Pipestone Shares.

On the Effective Date, all right, title and interest of the Pipestone Shareholders in the Pipestone Shares will be transferred to Strathcona for cancellation pursuant to the Arrangement, and the Pipestone Shareholders (other than Dissenting Shareholders) will be entitled to receive, in exchange for each Pipestone Share, 0.067967 of an AmalCo Share. Subject to the approval of the Arrangement by the Pipestone Shareholders and the satisfaction or waiver of certain other conditions set forth in the Arrangement Agreement, as described in the Information Circular, the Effective Date is anticipated to occur on or about October 2, 2023. If all necessary approvals are obtained and all other conditions to closing the Arrangement are satisfied or waived, Pipestone and Strathcona will be amalgamated to form AmalCo and the issued and outstanding Pipestone Shares will be exchanged for AmalCo Shares.

No fractional AmalCo Shares shall be issued pursuant to the Arrangement. In lieu of any fractional AmalCo Shares, each registered Pipestone Shareholder otherwise entitled to a fractional interest in an AmalCo Share will receive the nearest whole number of AmalCo Shares. For greater certainty, where such fractional interest is greater than or equal to 0.5, the number of AmalCo Shares to be issued will be rounded up to the nearest whole number, and where such fractional interest is less than 0.5, the number of AmalCo Shares to be issued will be rounded down to the nearest whole number. In calculating such fractional interests, all Pipestone Shares registered in the name of or beneficially held by such holder thereof or their nominee shall be aggregated.

Pipestone Shareholders should be aware that there may be tax considerations applicable to them with respect to the Arrangement under applicable tax Laws in Canada and other jurisdictions. Certain Canadian and United States federal income tax considerations are summarized in the Information Circular (see "Certain Canadian Federal Income Tax Considerations" and "Certain United States Federal Income Tax Considerations to U.S. Holders" in the Information Circular); however, such summaries are not intended to be legal or tax advice, and Pipestone Shareholders should consult their own tax advisors as to the tax consequences to them of the Arrangement with respect to their particular circumstances.

The AmalCo Shares to be received by the undersigned pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or any state securities Laws, and will be issued in reliance upon the exemption from the registration requirement of the U.S. Securities Act provided by Section 3(a)(10) thereof and exemptions under applicable state securities Laws. Section 3(a)(10) of the U.S. Securities Act exempts the issuance of securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is authorized by Law to grant such approval, after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear and receive timely notice thereof.

In order for Pipestone Shareholders to receive AmalCo Shares for their Pipestone Shares, Pipestone Shareholders are required to deposit the DRS Advice(s) or certificate(s) representing the Pipestone Shares

held by them with the Depositary. This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany all DRS Advice(s) or certificates representing Pipestone Shares deposited for AmalCo Shares (the "Deposited Shares") pursuant to the Arrangement.

From and after the Effective Time, certificates or DRS Advices formerly representing Pipestone Shares shall represent only the right to receive, upon deposit with the Depositary: (i) the AmalCo Shares to which the former Pipestone Shareholders are entitled under the Arrangement; or (ii) with respect to Pipestone Shares held by Dissenting Shareholders, other than those Dissenting Shareholders deemed to have participated in the Arrangement pursuant to the Plan of Arrangement, to receive the fair value of the Pipestone Shares represented by such certificates or DRS Advices in accordance with the Plan of Arrangement. As soon as practicable following the later of the Effective Date and the date of deposit by a former Pipestone Shareholder of this properly completed and duly executed Letter of Transmittal, and the certificate(s) or DRS Advice(s) representing such Deposited Shares and all other required documents, the Depositary shall either: (i) deliver by email or by first class mail to such former Pipestone Shareholder at the address specified in this Letter of Transmittal; or (ii) if requested by such former Pipestone Shareholder in this Letter of Transmittal, make available or cause to be made available at the Depositary for pickup by such former Pipestone Shareholder, a DRS Advice representing the number of AmalCo Shares issuable to such former Pipestone Shareholder under the Arrangement.

The use of mail to deliver certificates or DRS Advices representing Pipestone Shares and/or this Letter of Transmittal is at each registered Pipestone Shareholder's risk. Pipestone recommends that such certificates, DRS Advices and documents be delivered by hand to the Depositary and a receipt therefor be obtained or that registered mail be used and appropriate insurance be obtained.

UPON REQUEST, THE DRS ADVICE(S) OR CERTIFICATE(S) REPRESENTING THE AMALCO SHARES THAT A PIPESTONE SHAREHOLDER HAS THE RIGHT TO RECEIVE IN ACCORDANCE WITH THE ARRANGEMENT SHALL BE RELEASED BY THE DEPOSITARY, PROVIDED THE DEPOSITARY RECEIVED A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL TOGETHER WITH THE DRS ADVICE(S) OR CERTIFICATE(S) REPRESENTING THE DEPOSITED SHARES. IT IS IMPORTANT THAT YOU PROPERLY COMPLETE, DULY EXECUTE AND RETURN THIS LETTER OF TRANSMITTAL ON A TIMELY BASIS IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN.

Delivery of this Letter of Transmittal to an address other than as set forth herein will not constitute a valid delivery. If Pipestone Shares are registered in different names, a separate Letter of Transmittal must be submitted for each different registered holder.

Please note that the delivery of this Letter of Transmittal, together with your certificate(s) or DRS Advice(s) representing Pipestone Shares, does not constitute a vote in favor of the Arrangement. To exercise your right to vote at the Meeting you must attend the Meeting in person (virtually) or by proxy.

YOU ARE STRONGLY URGED TO READ THE ACCOMPANYING INFORMATION CIRCULAR, INCLUDING THE APPENDICES ATTACHED THERETO, BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

PLEASE CAREFULLY READ THE INSTRUCTIONS SET OUT BELOW BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

	DIRECTION
TO:	STRATHCONA RESOURCES LTD.
AND TO:	PIPESTONE ENERGY CORP.
AND TO:	ODYSSEY TRUST COMPANY, AS DEPOSITARY

The undersigned hereby delivers to the Depositary the enclosed DRS Advice(s) or certificate(s) representing Pipestone Shares to be ultimately exchanged for AmalCo Shares pursuant to and in accordance with the Arrangement, as described in detail in Information Circular, details of which are as follows:

SHAREHOLDER REGISTRATION TABLE

DRS Holder Account Number(s) or

Certificate Number(s)

Name(s) and Address(es) of

Registered Holder(s)

Number of Pipestone Shares

Represented

by DRS Advice(s) or Certificate(s)

TOTAL NUMBER OF

PIPESTONE SHARES TO BE

DEPOSITED

• Some or all of my Pipestone Share certificates have been lost, stolen or destroyed. Please review item 7 of the Instructions for the procedure to replace lost, stolen or destroyed certificate(s). (Check box only if applicable).

The DRS Advice(s) or certificate(s) described above are enclosed and the Pipestone Shareholder irrevocably deposits the above-mentioned DRS Advice(s) or certificate(s) representing Deposited Shares in exchange for the AmalCo Shares to which such holder is entitled pursuant to the Arrangement. The Pipestone Shareholder transmits the DRS Advice(s) or certificate(s) described above representing the Deposited Shares to be dealt with in accordance with this Letter of Transmittal.

Non-registered holders of the Deposited Shares should contact their Intermediary who holds the Deposited Shares on their behalf to arrange for the deposit of DRS Advice(s) or certificate(s) representing such Deposited Shares.

(Please clearly print or type. If space is insufficient, please attach a list to this Letter of Transmittal in the above

form.)

(The total of the number of Pipestone Shares listed in the table above must equal the total number of Pipestone

Shares represented by DRS Advice(s)or certificate(s) enclosed with this Letter of Transmittal)

REPRESENTATIONS AND WARRANTIES

The undersigned registered holder(s) of the Deposited Shares hereby represents, warrants, covenants and agrees with each of Pipestone and Strathcona (and each of their successors) and the Depositary that:

1. it has received a copy of the Information Circular and accompanying Meeting materials;
2. it, or the person on whose behalf the Deposited Shares are being deposited, is the legal owner of the Deposited Shares and has good title to the Deposited Shares represented by the above mentioned DRS Advice(s) or certificate(s) free and clear of all liens, charges, encumbrances, claims, adverse interests, security interests and equities, together with all rights and benefits, and has full power and authority to execute and deliver this Letter of Transmittal;
3. it is the registered holder of the Deposited Shares and has full power and authority to deposit, sell, assign and transfer and deliver the Deposited Shares represented by such DRS Advice(s) or certificate(s) and has not sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any of such Deposited Shares, or any interest therein, to any other person;
4. the delivery and surrender of the undersigned's Deposited Shares complies with applicable Laws, and if the undersigned is a corporation, complies with its constating documents, and the information provided herein is true, accurate and complete as of the date hereof;
5. the jurisdiction of residence of the undersigned is as specified in this Letter of Transmittal;
6. unless the undersigned shall have revoked this Letter of Transmittal by notice in writing given to the Depositary prior to the Effective Date, the undersigned will not, prior to such time, transfer or permit to be transferred any of its Pipestone Shares;
7. the covenants, representations and warranties of the undersigned contained herein shall survive the completion of the Arrangement;
8. it understands and acknowledges that Strathcona and Pipestone may be required to disclose personal information in respect of the undersigned and consents to disclosure of personal information in respect of the undersigned to: (i) securities commissions or other regulatory authorities; (ii) the Depositary; (iii) any of the parties to the Arrangement Agreement; and (iv) legal counsel to any of the parties to the Arrangement Agreement, and any one of their successors;
9. all authority conferred, or agreed to be conferred, by the undersigned herein may be exercised during any subsequent legal incapacity of the undersigned and shall survive the death, incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned herein shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned;
10. by virtue of the execution of this Letter of Transmittal, it shall be deemed to have agreed that all questions as to validity, form, eligibility (including timely receipt) and acceptance of any Deposited Shares will be determined by Strathcona, in its sole discretion and that such determination shall be final and binding, and acknowledges that there shall be no duty or obligation on Strathcona, Pipestone or the Depositary or any other person to give notice of any defect or irregularity in any deposit and no liability shall be incurred by any of them for failure to give such notice;
11. it will execute, upon request, any additional documents, transfers and other assurances as may be necessary or desirable to complete the exchange of DRS Advice(s) or certificate(s) representing the Deposited Shares for the AmalCo Shares;
12. it surrenders to Strathcona, effective at the Effective Date, all right, title and interest in and to the Deposited Shares and irrevocably appoints and constitutes each director and officer of Strathcona and any other person designated by Strathcona in writing, as true and lawful attorney of the undersigned, with the full power of substitution to deliver the DRS Advice(s) or certificate(s) representing the Deposited Shares pursuant to the Arrangement and to effect the exchange of the Deposited Shares for AmalCo Shares pursuant to the Arrangement;