ClearStream Energy Services Inc.

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under Business Corporations Act (Alberta).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF R.R.O. 1990, REGULATION 289/00, AS AMENDED (the REGULATION) MADE UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990 c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF CLEARSTREAM ENERGY SERVICES INC.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application (the Application) of ClearStream Energy Services Inc. (the Applicant) to the Ontario Securities Commission (the Commission) requesting the Commission's consent to continue into another jurisdiction pursuant to section 181 of the OBCA (the Continuance);

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is an offering corporation under the OBCA.

2. The Applicant's common shares are listed and posted for trading on the Toronto Stock Exchange (the Exchange) under the symbol "CSM". As at June 18, 2021, the Applicant had 109,992,668 common shares issued and outstanding.

3. The Applicant intends to apply to the Director under the OBCA pursuant to section 181 of the OBCA (the Application for Continuance) for authorization to continue as a corporation under the Business Corporations Act (Alberta), RSA 2000, c B-9 (the ABCA).

4. The principal reason for the Continuance is that the Applicant's business operations and head office, along with its principal regulator, are situated in Alberta. Accordingly, the Applicant considers it to be in its best interests to continue under the ABCA.

5. The material rights, duties and obligations of a corporation governed by the ABCA are substantially similar to those of a corporation governed by the OBCA.

6. The Applicant is a reporting issuer within the meaning of the Securities Act (Ontario), RSO 1990, c S.5, as amended (the Act) and the securities legislation in all of the other provinces and territories of Canada (collectively, the Legislation). The Applicant intends to remain a reporting issuer in each of the jurisdictions in which it is currently a reporting issuer following the Continuance.

7. The Applicant is not in default of any of the provisions of the OBCA, the Act or the Legislation, including any of the regulations or rules made thereunder.

8. The Applicant is not a party to any proceeding or any pending proceeding under the OBCA, the Act or the Legislation.

9. The Applicant is not in default of any rules, regulations or policies of the Exchange.

10. The Applicant's principal regulator is the Alberta Securities Commission. Following the Continuance, the head office of the Applicant will remain located in Calgary, Alberta and the Alberta Securities Commission will continue to be the Applicant's principal regulator.

11. The Applicant's management information circular dated May 6, 2021 for its annual general and special meeting of shareholders, held on June 18, 2021 (the Shareholders' Meeting) described the proposed Continuance, disclosed the reasons for, and the implications of, the proposed Continuance. It also disclosed full particulars of the dissent rights of the Applicant's shareholders under section 185 of the OBCA.

12. The Applicant's shareholders approved the Continuance at the Shareholders' Meeting by a special resolution approved by 99.96% of the votes cast. No shareholder exercised dissent rights pursuant to section 185 of the OBCA.

13. Subsection 4(b) of the Regulation requires the Application for Continuance to be accompanied by a consent from the Commission.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION CONSENTS to the Continuance of the Applicant under the ABCA.

DATED at Toronto, Ontario this 23rd day of July 2021.