Information Circular - Trinidad Drilling · Information Circular, ... Orientation ... Trinidad Drilling Ltd. – Information Circular 4 ABOUT THIS MEETING Business of the Meeting

March 24, 2017

Information Circular And Notice of

Annual Meeting of Shareholders

To be held on

Wednesday, May 10, 2017

Trinidad Drilling Ltd. – Information Circular

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Trinidad operates drilling rigs in Canada, the United States and internationally. As well, through joint ventures, we operate rigs in Saudi Arabia and Mexico, and are currently assessing opportunities in other international markets. We are focused on providing modern, reliable, expertly designed equipment operated by well-trained and experienced personnel. Our drilling fleet is one of the most adaptable, technologically advanced and competitive in the industry.

NOTICE OF ANNUAL MEETING

The 2017 Annual Meeting (Meeting) of the holders of the common shares of Trinidad Drilling Ltd. will be held at:

The Calgary Petroleum Club

Viking Room 319 – 5th Avenue S.W. Calgary, Alberta

Wednesday, May 10, 2017 at 11:00 a.m. (Mountain Time)

At the Meeting, we will be asking shareholders to consider the following items:

1. Receive our consolidated financial statements and the auditor's report for the year ended December 31, 2016

2. To set the number of directors to be elected at the Meeting at six 3. Elect our directors 4. Appoint our auditors and authorize the Board to fix their remuneration 5. Approve all unallocated options under our stock option plan 6. Approve the continuation of, and amendments to, our shareholder rights plan 7. Consider any other business as may properly come before the Meeting or any

adjournment thereof You can read about these items of business beginning on page 4 of the accompanying Information Circular, which describes the Meeting, who can vote and how to vote.

The record date for voting at the Meeting is March 31, 2017. In general, only shareholders of record on the record date are entitled to vote; however, if a shareholder transfers their common shares after the record date, the shareholder to whom such common shares are transferred may be entitled to vote if, in accordance with our by-laws, they establish that they own the common shares and demand, no later than two days before the Meeting, that their name be included on the list of shareholders entitled to vote.

YOUR VOTE IS IMPORTANT

Please read the accompanying Information Circular carefully and then vote your common shares, either by proxy or in person at the Meeting.

If you cannot attend the Meeting, you should complete, sign, and return your form of proxy to vote your shares. Your vote must be received by our transfer agent, TSX Trust Company, by 11:00 am (Mountain Time) on May 8, 2017 or not less than 48 hours (excluding weekends and holidays) before the time of holding the Meeting or any adjournment thereof.

You may also appoint another person as proxy to attend the Meeting and vote the common shares on your behalf.


March 24, 2017

DEAR FELLOW SHAREHOLDERS, On behalf of the Board of Directors and the management of Trinidad Drilling Ltd., we invite you to attend our 2017 annual meeting. We look forward to sharing our views on our 2016 performance and outlining our plans for the future for you.

Please take the time to read the accompanying Information Circular and vote your shares.

Shareholder Value

During the past few years, we have experienced a period of high commodity price volatility and weak industry conditions. The Board has carefully guided Trinidad through this time, assisting management in making important, but at times difficult, decisions. These decisions have lowered our cost structure, prepared our equipment for a rebound in customer demand and improved our financial flexibility; ultimately positioning us well for future success.

Corporate Governance

In the accompanying Information Circular, we have provided you with an update on our executive compensation and our governance practices. In the past year, we have continued to review our governance practices for areas of improvement. As part of this process in 2016, we updated our board and committee charters and certain governance policies to align them with industry practices and regulatory developments. In addition, we increased the diversity of our Board with the appointment of our first female board member. We view good corporate governance as a crucial part of our business and will continue to monitor our practices for future improvements.

Looking Forward

In early 2016, we celebrated our 20th anniversary, a testament to our ability to adapt, grow and succeed through the many cycles we experienced during those years. Our strategy for providing high performing, efficient operations for our customers, a safe and supportive working environment for our people, and driving strong returns for our shareholders remains unchanged. We are prepared and well positioned for the opportunities and challenges the next 20 years will bring. Thank you for your continued support and we look forward to seeing you at our annual meeting.

Sincerely,

Michael Heier Brent Conway Chair of the Board of Directors President and Chief Executive Officer


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INFORMATION CIRCULAR

Summary

Highlights of some of the important information you will find in this Information Circular are listed below for your ease of reference. We highly recommend that shareholders read this entire document prior to voting.

Shareholder Voting Matters

Voting Matters Board Vote

Recommendation For More Information

See Page

Election of six directors FOR each nominee 4

Appointment of auditors FOR 5

Approval of unallocated stock options FOR 6

Approval of continuation of, and amendments to, shareholder rights plan

FOR 7

Other matters 9

Director Nominee Summary

Voting Matters Age Director

Since Position Independent

Michael Heier 57 1998 Chair of the Board, Independent Businessman Yes

Jim Brown 65 2011 Director, Independent Businessman Yes

Brian Burden 61 2013 Director, Independent Businessman Yes

David Halford 55 2013 Director, Independent Businessman Yes

Nancy Laird 61 2016 Director, Corporate Director Yes

Ken Stickland 63 2004 Lead Director, Independent Businessman Yes


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In this Document

− We, us, our, the Company and Trinidad mean Trinidad Drilling Ltd.

− you or your mean holders of our common shares

− common shares and shares mean Trinidad’s common shares

− Board refers to Trinidad’s Board of Directors

− Information Circular means this Management Information Circular dated March 24, 2017

A full list of definitions and abbreviations can be found on page 87.

Unless indicated otherwise, information in this Information Circular is as of March 24, 2017 and all dollar values are in Canadian dollars.

Vote Your Shares

Voting by proxy is the easiest way to vote your shares. Please refer to your form of proxy or voting instruction form and to the General Voting Information section on page 10 of this Information Circular for more information on the voting methods available to you.

Via the internet;

By mail;

By e-mail;

By fax; or

In person.

Highlights for Corporate Governance

Size of Board 6

Number of Independent Director Nominees 6

Annual Election of Directors Yes

Directors Elected Individually Yes

Majority Voting of Directors Yes

Separate CEO and Chair Positions Yes

Ownership Requirements Yes

Diversity Policy for Directors Yes

Code of Business Conduct and Ethics Program Yes

Formal Board Performance Assessment Yes

For More Information

You can find our 2016 financial statements and management’s discussion and analysis (MD&A) as well as our quarterly financial statements and Annual Information Form on our website www.trinidaddrilling.com or SEDAR www.sedar.com.

Information contained or otherwise accessible through Trinidad’s website or other websites, though referenced herein, does not form part of and is not incorporated by reference into this Information Circular.

Copies of these documents are also available for free by contacting our Investor Relations department:

Investor Relations Trinidad Drilling Ltd. 1000, 585 8 Avenue SW Calgary, Alberta T2P 1G1 You can also direct any questions to the Board by writing to the Chair of the Board at the above address.


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Information Circular Contents

ABOUT THIS MEETING .......................................................... 4 Business of the Meeting ...........................................................4 Consideration of Financial Statements ............................... 4 Election of Directors ........................................................... 4 Appointment of Auditors .................................................... 5 Approval of Unallocated Incentive Options ........................ 6 Approval of Shareholder Rights Plan .................................. 7 Other Matters ..................................................................... 9 General Voting Information ....................................................10 Who Can Vote ................................................................... 10 Significant Shareholdings .................................................. 10 Quorum ............................................................................. 10 How to Vote ...................................................................... 11 How to Vote Continued .................................................... 12 Proxy Solicitation .............................................................. 12 Nominees for Election to the Board .......................................14 Independence ................................................................... 14 Skills and Experience ......................................................... 14 Board Tenure .................................................................... 14 Majority Voting Policy ....................................................... 15 Director Profiles ................................................................ 16 Composition of the Board ................................................. 22 Director Attendance ......................................................... 22 2016 Voting Results .......................................................... 22

DIRECTOR COMPENSATION PROGRAM ............................... 23 About the Director Compensation Program ...........................23 Peer Group ........................................................................ 24 Independent Advice .......................................................... 24 Target Compensation Level .............................................. 24 Share Ownership Requirements ....................................... 26 2016 Director Compensation ..................................................27 Summary Compensation Tables ....................................... 27 Director Compensation ..................................................... 28

GOVERNANCE ..................................................................... 31 An Effective Governance Structure.........................................31 Governance Summary ...................................................... 32 About the Board .....................................................................33 Structure of the Board ............................................................33 Chair of the Board ............................................................. 33 Lead Director .................................................................... 33 Board Committees ............................................................ 33 Nominating Directors........................................................ 33 Majority Voting Policy ....................................................... 34 Advance Notice ................................................................. 34 In-Camera Sessions ........................................................... 35 Key Characteristics of Directors ..............................................35 What We Expect from Our Directors ......................................38 Guidelines for Business Conduct ...................................... 38 Skills and Experience ...............................................................39 Skills and Experience Matrix ............................................. 39

Director Development and Assessment ................................. 39 Orientation ........................................................................ 40 Continuing Education ........................................................ 40 Board assessment .............................................................. 41 Succession Planning ........................................................... 41 Committee Reports ................................................................ 43 Audit Committee ............................................................... 43 Human Resources and Compensation Committee (Compensation Committee) .............................................. 44 Corporate Governance and Nominating Committee (Governance Committee) .................................................. 45 Environment, Health and Safety Committee (HSE Committee)........................................................................ 46 Code of Conduct ..................................................................... 46

EXECUTIVE COMPENSATION ............................................... 47 Compensation Discussion and Analysis .................................. 50 Strategy ............................................................................. 50 Compensation Governance ............................................... 55 Program Elements ............................................................. 59 Decision-Making Process ................................................... 62 2016 NEO Compensation Decisions .................................. 64 2016 NEO Compensation Summary ....................................... 68 Summary Compensation Table.......................................... 68 Outstanding Long-Term Incentive Plan Awards (PSUs) ..... 69 Incentive Plan Awards - Value Vested or Earned during the Year .................................................................. 70 Share Ownership Requirements ........................................ 71 Benefits and Perquisites .................................................... 71 Termination and Change of Control .................................. 72

EQUITY COMPENSATION PLANS ......................................... 77 Securities Authorized for Issuance Under Equity Compensation Plans ............................................................... 77 Equity Compensation Plan Information ............................ 77

NON-GAAP MEASURES ....................................................... 81

FORWARD-LOOKING INFORMATION .................................. 84

ADDITIONAL INFORMATION ............................................... 86

DEFINITIONS & ABBREVIATIONS ......................................... 87

CHARTER OF THE BOARD OF DIRECTORS ............................ 88 Part 1 - Purpose ................................................................. 88 Part II - Composition of the Board ..................................... 88 Part III - Committees of the Board ..................................... 89 Part IV - Duties and Responsibilities .................................. 90 Part V - Meetings ............................................................... 93 Part VI - No Rights Created ................................................ 94

SUMMARY OF AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT ................................................. 96

ABOUT THIS MEETING


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ABOUT THIS MEETING

Business of the Meeting

This section discusses the information you require to vote your shares, the voting process as well as the matters to be voted on.

WHERE TO FIND IT

Business of the Meeting ................................ page 4

General Voting Information ......................... page 10

Nominees for Election to the Board ............ page 14

CONSIDERATION OF FINANCIAL STATEMENTS

The consolidated financial statements of Trinidad for the year ended December 31, 2016, including the auditor's report, have been disclosed in Trinidad's 2016 annual report. A copy was mailed to the registered shareholders and to beneficial owners of shares who requested it. The annual report is filed under Trinidad's profile on SEDAR at www.sedar.com and is also available on our website.

ELECTION OF DIRECTORS

Trinidad is proposing that Trinidad shareholders elect six directors at the Meeting. The following are the names of the proposed nominees that the current Board of Directors believes represent the appropriate level of skills and experience required to effectively manage the affairs of Trinidad:

Michael Heier David Halford

Jim Brown Nancy Laird

Brian Burden Ken Stickland

You can find information about each nominated director beginning on page 14.

The Board recommends you vote FOR each nominated director.

If no choice is specified, the individuals designated in the form of proxy, if named as proxy, intend to vote in favour of setting the number of directors to be elected at the Meeting at six and vote in favour of the election of each of the above nominees.

The persons nominated are, in the opinion of the Board and management, well qualified to act as directors of the Company for the upcoming year and have confirmed their willingness to serve in that capacity. In our view, they represent an appropriate mix of relevant experience and education to oversee the strategic direction of the Company. Management does not contemplate that any of the nominees will be unable to serve as a director; however, in the event that prior to the Meeting any nominees are unable to serve as director, it is intended that discretionary authority shall be exercised by the person named in the form of proxy and that person will vote the common shares in accordance with their best judgement.

THE BOARD

RECOMMENDS YOU VOTE

FOR setting the number of directors at six and

FOR each nominated director

PwC

ABOUT THIS MEETING


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APPOINTMENT OF AUDITORS

The Board of Directors and Audit Committee recommend that PricewaterhouseCoopers LLP (PwC), the present auditors of the Company, be re-appointed to serve as the Company’s auditors until the next annual meeting of shareholders, and authorize the Board to fix their remuneration. PwC has acted as auditors of Trinidad since 1998.

Auditor Independence

The independence of our auditor is essential to maintaining the integrity of Trinidad’s financial statements. We comply with Canadian securities law to maintain PwC’s independence and govern the services that they can perform.

Over the past two years, PwC has provided Trinidad with three types of services:

− Audit services– related to the audit of the annual consolidated financial statements and the accompanying notes.

− Audit related services – related to the review of the interim consolidated financial statements, auditing internal controls over financial reporting and providing other services required by regulators. Additional fees also included fees incurred for subsidiary audits related to parent company disclosures.

− Tax services – related to tax compliance services in connection with the completion of the income tax returns for Trinidad and its subsidiaries and expatriate tax compliance matters.

The following table shows the fees billed to Trinidad and its affiliates for professional services provided by PwC for the years ending December 31, 2016 and 2015. The fees do not include services rendered directly to the joint ventures, as those fees are billed to the joint ventures directly.

Fees 2016

($) % of Total

Fees 2015

($) % of Total

Fees

Audit services 426,000 61 358,500 57

Audit related services 178,000 25 226,000 36

Tax services 95,241 14 43,558 7

Total 699,241 100 628,058 100

The Audit Committee is responsible for overseeing the external auditors and meets with them at each interim reporting period and annually to review their qualifications and independence. The Audit Committee approves the terms of the engagement and the auditors’ fees and pre-approves, as appropriate, all other non-audit services that are proposed by management.

If no choice is specified, the individuals designated in the form of proxy, if named as proxy, intend to vote in favour of the appointment of PwC to act as auditors of Trinidad and to authorize the directors to fix their remuneration as such.

THE BOARD

RECOMMENDS YOU VOTE

FOR PwC as our independent auditors

ABOUT THIS MEETING


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APPROVAL OF UNALLOCATED INCENTIVE OPTIONS

The Company has an incentive stock option plan (Incentive Option Plan), which is described under the heading "Equity Compensation Plans – Securities Authorized for Issuance Under Equity Compensation Plans" on page 77. The Incentive Option Plan was last approved by shareholders on May 8, 2014.

The Incentive Option Plan provides the total number of incentive options that Trinidad may grant is a "rolling maximum" of 10% of the outstanding common shares (on a non-diluted basis) from time to time. Pursuant to the policies of the TSX, every three years after the institution of a security based compensation arrangement, all unallocated rights, options or other entitlements under such arrangement must be approved by the Company's shareholders since the Incentive Option Plan does not have a fixed maximum number of securities issuable. If approval is obtained at the Meeting, the Company will not be required to seek further approval of the grant of unallocated Incentive Options under the Incentive Option Plan until May 10, 2020. If approval is not obtained at the Meeting, incentive options which are outstanding as of June 1, 2017 will be unaffected; however, Incentive Options which have not been allocated as of June 1, 2017 and incentive options which are outstanding as of June 1, 2017 and which are subsequently cancelled, terminated or exercised, will not be available for a new grant of options under the Incentive Option Plan.

As at March 24, 2017, Trinidad had 1,094,989 Incentive Options outstanding, representing approximately 0.4% of the issued and outstanding common shares. Therefore, as at March 24, 2017, Trinidad is able to issue a further 25,859,770 Incentive Options before reaching the "rolling maximum" under the Incentive Option Plan.

Accordingly, on March 24, 2017, the Board approved, subject to regulatory and shareholder approval, the approval of unallocated Incentive Options under the Incentive Option Plan. At the Meeting, shareholders will be asked to consider and, if thought advisable, pass an ordinary resolution as follows:

"RESOLVED as an ordinary resolution, that:

1. All unallocated incentive stock options issuable pursuant to Trinidad's incentive stock option plan are approved and authorized until May 10, 2020; and

2. Any director or officer of Trinidad be and is hereby authorized and directed to do such things and to execute and deliver all such instruments, deeds and documents, and any amendments thereto, as may be necessary or advisable in order to give effect to the foregoing resolutions and in compliance with the policies of the Toronto Stock Exchange."

The resolution approving the approval of unallocated incentive options under the Incentive Option Plan must be approved by a majority of greater than 50% of the votes cast by shareholders entitled to vote who are represented in person or by proxy at the Meeting who vote in respect of the resolution.

If no choice is specified, the individuals designated in the form of proxy, if named as proxy, intend to vote in favour of approving the approval of unallocated Incentive Options under the Incentive Option Plan.

ABOUT THIS MEETING


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APPROVAL OF SHAREHOLDER RIGHTS PLAN

As described in more detail below, our shareholder rights plan is designed to ensure shareholders are treated fairly if there is an acquisition of a controlling position by a shareholder or a group of shareholders acting together. Among other things, it ensures every shareholder has an equal opportunity to participate in the bid.

You can find the full text of our shareholder rights plan on SEDAR (www.sedar.com) and a summary on page 96.

Background

On March 26, 2014, the Board resolved to implement an amended and restated shareholder rights plan, and this plan was approved and confirmed by shareholders at our annual meeting on May 8, 2014. Our rights plan must be approved by shareholders every three years, which means it will expire at the end of this year's annual meeting unless shareholders ratify its continuance.

On March 24, 2017, the Board unanimously determined that it was appropriate and in the best interests of shareholders that the rights plan be approved to continue for another three years, with certain amendments described below.

At the Meeting, you will be asked to vote on ratifying the continuance of the rights plan for another three-year period, and to approve the proposed amendments.

Why we have a shareholder rights plan

Takeover bids can be discriminatory. Exemptions to takeover bid legislation can allow a shareholder (or shareholders) to gain control of a company without making a formal takeover bid to all of the shareholders (for example, through transactions outside Canada, by making private agreements with a small group of shareholders or by slowly accumulating shares over time through stock exchange trading). This could result in a shareholder or group of shareholders acquiring control without paying fair value to all shareholders (this is sometimes called a "creeping bid").

Our rights plan is designed to discourage this kind of takeover bid. It gives shareholders contingent rights, when there is a takeover bid, to acquire common shares at a significant discount to the prevailing market price. In certain circumstances, these rights become exercisable by all shareholders except the offeror in a takeover bid (and its associates, affiliates and joint actors), with the potential to significantly dilute the value of the offeror’s shares.

Historically, the rights plan also gave the board more time to assess alternatives for maximizing shareholder value than was provided for under applicable Canadian securities laws. Canadian securities were amended, effective May 9, 2016, to, among other things, extend the minimum time that a take-over bid must generally remain open for in Canada – to 105 days from the previous 35 days. However, these amendments to Canadian securities laws do not prevent offerors from making the exempt take-over bids (or “creeping bids”), as described above, without also making an offer to all shareholders. This is something that our rights plan protects against.

http://www.sedar.com/

ABOUT THIS MEETING


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The rights plan addresses these concerns by requiring offerors to:

− make permitted bids under the rights plan, which give shareholders an opportunity to participate in the transaction – a permitted bid meets specific conditions (for example, it must be made to all shareholders and remain open for acceptance for at least 105 days, or the minimum period that a formal take-over bid is required to remain open for in the relevant circumstances under Canadian law if less than 105 days); or

− negotiate an offer directly with the board, giving the board the opportunity to bargain for terms it believes will be in the best interests of shareholders.

− If the offeror does not take either of these approaches, they could trigger the dilution provisions in our rights plan, described above.

Proposed changes

The Board is proposing the following changes to the rights plan:

1. changing the periods that permitted bids and competing permitted bids are required to remain open, to match the periods that would apply to formal take-over bids in the relevant circumstances under the amendments to applicable Canadian securities laws;

2. changing the definition of expiration time and the day shareholder approval is required to ratify the continuation of the rights plan. Shareholders will next be required to continue the rights plan at the 2020 annual meeting and every three years after that. The rights plan will continue unless shareholders do not approve it, or it is otherwise terminated according to its terms; and

3. making minor housekeeping or language changes to provide more clarity and consistency.

We may amend the rights plan before shareholders approve it based on comments we may receive from regulatory authorities, or as any of our executive officers or directors consider necessary.

Resolution

You will be asked to consider, and if deemed advisable, approve the following binding resolution:

“RESOLVED, as an ordinary resolution, that:

1. the shareholder rights plan of Trinidad Drilling Ltd. (Trinidad) be continued and the amended and restated shareholder rights plan agreement to be made as of May 24, 2017 between Trinidad and TSX Trust Company, as rights agent, which amends and restates the shareholder rights plan agreement dated effective June 1, 2011, as amended and restated May 8, 2014 and continues the rights issued thereunder, be and is hereby ratified, confirmed and approved; and

2. any director or officer of Trinidad is hereby authorized to execute and deliver, whether under corporate seal or otherwise, the agreement referred to above and any other agreements, instruments, notices, consents, acknowledgements, certificates and other documents (including any documents required under applicable laws or regulatory policies) and to perform and do all such other acts and things, as any such director or officer in his or her discretion may consider to

ABOUT THIS MEETING


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be necessary or advisable from time to time in order to give effect to this resolution.”

To be approved, this resolution must be passed by at least 50 percent plus one of the votes cast by:

− the independent shareholders (as defined in the rights plan, but generally meaning any shareholder other than an acquiring person as defined in the rights plan, or a person making a takeover bid for Trinidad and their associates and affiliates), and

− all holders of common shares present in person or by proxy at the meeting (if required by the rules of any stock exchange the common shares are listed on).

This resolution is not in response to, or in anticipation of, any pending, threatened or proposed acquisition or takeover bid, and is not intended as a means to prevent a takeover of Trinidad, as a strategy to retain management or the Board, or to deter fair offers for Trinidad common shares.

We are not aware of any shareholder whose votes would not be eligible to be counted for this resolution, or of any shareholders who would not qualify as independent shareholders.

If no choice is specified, the individuals designated in the form of proxy, if named as proxy, intend to vote in favour of approving the amended and restated shareholder rights plan.

OTHER MATTERS

As of the date of this Information Circular, the Board and management of Trinidad know of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Meeting.

The enclosed form of proxy provides discretionary authority to the proxyholder. If any other matter properly comes before the Meeting, the management nominees set out in the form of proxy, if named as proxy, will vote on such matters in accordance with their best judgment.

The contents and the sending of this Information Circular have been approved by the directors of Trinidad.

ABOUT THIS MEETING


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General Voting Information Shareholders can vote as follows:

Via the internet;

By mail;

By e-mail;

By fax; or

In person.

WHO CAN VOTE

You are entitled to one vote for each common share held on March 31, 2017, the record date.

If a shareholder transfers their common shares after the record date, the shareholder who received the transferred common shares may be entitled to vote, in accordance with our by-laws, if they establish that they own the common shares, and request that their name be included on the list of shareholders entitled to vote. This must be done no later than two days prior to the meeting.

In order to ensure they are counted at the Meeting, proxies should be received by TSX Trust prior to 11:00 am (Mountain Time) on May 8, 2017 or not less than 48 hours (excluding weekends and holidays) before the Meeting or any adjournment thereof. The Board may, in its discretion, waive the time for deposit of proxies without notice.

SIGNIFICANT SHAREHOLDINGS

As of March 24, 2017, and to the knowledge of the directors and officers of Trinidad, no person or company beneficially owns, controls or directs, directly or indirectly, more than 10% of the common shares except as noted below:

Name of Shareholder Number and

Type of Shares % of Outstanding Shares

as of March 24, 2017

Connor, Clark & Lunn Investment Management, Ltd. 1

36,139,791 common shares

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1. Based on an Alternative Monthly Early Warning Report filed by Connor, Clark & Lunn under Trinidad's profile on SEDAR at www.sedar.com on April 27, 2016 pursuant to Part 4 of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

QUORUM

Pursuant to the by-laws of Trinidad, a quorum of shareholders for the Meeting is a minimum of two persons, together holding or representing shares of the Company, having not less than 25% of the outstanding votes entitled to be cast at the meeting.

Pursuant to the Business Corporations Act (Alberta) (ABCA) and the by-laws of Trinidad, if a quorum is present at the opening of the Meeting, the shareholders may proceed with the business of the Meeting even if a quorum is not present throughout the Meeting. If a quorum is not present at the opening of the Meeting, the shareholders present may reschedule the Meeting to a future time and place, but may not transact any other business.

TRINIDAD (TSX: TDG)

COMMON SHARES

OUTSTANDING: 269,547,587 as of March 24, 2017

TRINIDAD PREFERRED SHARES

OUTSTANDING: None


ABOUT THIS MEETING


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HOW TO VOTE

Registered Shareholders Beneficial Owners of Shares (non-registered)

How do I know if I am a registered or beneficial owner of shares?

The common shares are registered in your name. You have the physical share certificate or you may receive a statement from a registration system confirming your share ownership.

The shares are registered for you in the name of an intermediary (for example, an agent or broker). We do not have a record of your shareholdings as a non-registered shareholder, so you must follow the instructions from the intermediary.

Voting in person – coming to the Meeting

Do not complete or return the enclosed form of proxy.

Upon arrival at the Meeting, please identify yourself to the representative from TSX Trust to obtain your ballots and vote at the Meeting.

Trinidad does not have the names of our beneficial owners of common shares or a record of the number of common shares they own.

If you want to attend the Meeting and vote in person, your broker or nominee needs to appoint you as their proxyholder. Insert your name in the space provided on your voting information form and follow the return instructions carefully. Keep a copy of your completed voting instruction form and bring it to the Meeting with you, along with copies of any other documentation you receive from your broker or nominee, in respect of voting at the Meeting. TSX Trust can only assist you if you bring all applicable and properly completed documentation and forms to the Meeting.

Returning the form Via the internet:

https://voteproxyonline.com and enter 12 digit control number

By mail: TSX Trust Company

200 University Avenue, Suite 300, Toronto, Ontario, M5H 4H1

Email PDF of proxy: [email protected]

By fax: (416) 595-9593

To transmit voting instructions via the internet, shareholders should have the form of proxy in hand when they access the website. Shareholders will be prompted to enter their control number, which is located on the form of proxy.

All voting instructions must be received no later than 11:00 am (Mountain Time) on Monday, May 8, 2017 or not less than 48 hours (excluding weekends and holidays) before the time for holding the Meeting or any adjournment thereof.

The voting instruction form will tell you how to properly complete and submit your voting instructions to your intermediary.

Remember that your intermediary must receive your voting instructions in sufficient time to act on them, generally one day before the proxy deadline below.

TSX Trust must receive your voting instructions from your intermediary by no later than the proxy deadline, which is 11:00 am (Mountain Time) on Monday, May 8, 2017 or not less than 48 hours (excluding weekends and holidays) before the time for holding the Meeting or any adjournment thereof.

ABOUT THIS MEETING


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HOW TO VOTE CONTINUED

Registered Shareholders Beneficial Owners of Shares (non-registered)

Revocability of Proxy If you want to revoke your proxy, you must deliver a signed written notice specifying your instructions to:

− the head office of Trinidad 1000, 585 – 8th Avenue SW Calgary, AB T2P 1G1 Fax: (403) 265-4168

− at any time up to 4:30 p.m. (Mountain Time) on the last business day before the day of the Meeting, or to the Chair of the Meeting on the day of the Meeting, and upon either of such deposits, the proxy is revoked.

You can also revoke your proxy in any other way permitted by law. You can change your voting instructions by voting again using the internet, email or fax. A later dated and properly completed form of proxy will revoke a previously submitted proxy. Your voting instructions must be received by TSX Trust by the proxy deadline noted earlier in order to ensure they are counted.

If you have provided voting instructions to your intermediary and change your mind about how you want to vote, or you decide to attend the Meeting and vote in person, contact your intermediary to find out what to do. If your intermediary gives you the option of using the internet to provide your voting instructions, you may also be able to use the internet to change your instructions, as long as your intermediary receives the new instructions in enough time to act on them before the proxy deadline. Contact your intermediary to confirm the process for changing voting instructions and with respect to voting and submission deadlines.

PROXY SOLICITATION

This solicitation is made by the management of Trinidad. Trinidad will pay for all the costs of such solicitation. In addition to the use of mail, we may solicit proxies by personal interviews, or by other means of communication or by the directors, officers and employees of Trinidad, who will not be remunerated.

A shareholder submitting a form of proxy has the right to appoint a person or company to represent them at the Meeting other than the person or company designated in the form of proxy. The shares represented by proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and, if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly.

To exercise this right, the shareholder should insert the name of the desired representative in the blank space provided in the form of proxy and strike out the other names, or submit another appropriate proxy. The shareholder should notify the nominee of his appointment, obtain his consent to act as proxy and instruct him as to how the shareholder's common shares are to be voted. In any case, the form of proxy should be dated and executed by the shareholder or his attorney duly authorized in writing. The proxy appointing voting authority must be in writing and be executed by the shareholder or his attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an authorized officer or attorney.

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Notice-and-Access Regime

The Canadian Securities Administrators have adopted rules, which allow for the use of a notice-and-access regime for the delivery of proxy-related materials, annual financial statements and related management's discussion and analysis (the Annual Materials).

Under the notice-and-access regime, reporting issuers are permitted to deliver the Annual Materials by posting them on SEDAR as well as a website other than SEDAR and sending a notice package to each shareholder receiving the Annual Materials under this regime. The notice package must include, among other things:

− the relevant form of proxy or voting instruction form; − basic information about the meeting and the matters to be voted on; − instructions on how to obtain a paper copy of the Annual Materials; and − a plain-language explanation of how the notice-and-access system operates

and how the Annual Materials can be accessed online. Where prior consent has been obtained, a reporting issuer can send this notice package to shareholders electronically. This notice package must be mailed to shareholders from whom consent to electronic delivery has not been received.

We deliver our Annual Materials to beneficial owners of shares, who do not have standing instructions, or have otherwise requested, to receive paper copies of our materials, using the notice-and-access regime. Accordingly, Trinidad will send the above-mentioned notice package to beneficial owners of shares which includes instructions on how to access Trinidad's Annual Materials online and how to request a paper copy of these materials. Distribution of Trinidad's Annual Materials pursuant to the notice-and-access regime has the potential to substantially reduce our printing and mailing costs and reduce our impact on the environment.

Notwithstanding the foregoing, Trinidad will:

− deliver a paper copy of its annual financial statements to a registered shareholder unless such registered shareholder informs Trinidad in writing that they do not want a copy of the annual financial statements or provides written consent to electronic delivery; and

− deliver a paper copy of the proxy-related materials to a registered shareholder unless such shareholder provides written consent to electronic delivery. In order to ensure compliance with the ABCA, registered shareholders will be mailed a copy of the proxy-related materials, together with a mail card soliciting a registered shareholder’s consent to electronic delivery in future years.

Trinidad will pay to send our proxy-related materials indirectly to all beneficial owners of shares.

ABOUT THIS MEETING


14

Nominees for Election to the Board The following information is as of March 24, 2017, unless otherwise stated, regarding the nominees standing for election to the Board of Directors. All nominees are current directors of the Company.

This year we have six directors proposed for election to our Board, and our Articles require that our Board of Directors be comprised of no more than eleven people and no less than one person.

INDEPENDENCE

All six of our nominated directors are independent.

SKILLS AND EXPERIENCE

The combination of our directors’ skills and experience are key to our leadership and development strategies. The chart below shows the percentage of our Board for each skill category that the Corporate Governance and Nominating Committee (Governance Committee) believes are particularly relevant to our Board composition. See page 39 for more details.

BOARD TENURE

As of March 24, 2017, the average tenure of our Board is 6.8 years. The directors are voted for a one-year term from the date of the annual meeting of shareholders to the next annual meeting of shareholders or until a successor is elected or appointed.

The Governance Committee believes that Trinidad has achieved a balance between retaining experience and thorough knowledge of Trinidad, while still introducing a new and fresh perspective through the introduction of new Board members.

50%

17%

33%

0 - 4 years

5 - 9 years

10+ years

100%

100%

100%

100%

100%

33%

50%

100%

100%

Board/Governance

CEO / Executive Officer

Compensation

Energy, Oil and Natural Gas

Finance and Accounting

Law and/or Regulatory

Operations and HSE

Risk Governance

Strategic Growth

ABOUT THIS MEETING


15

MAJORITY VOTING POLICY

Our majority voting policy for uncontested elections requires any nominated director who is not elected by at least a majority of the votes cast, to tender their resignation from the Board following the annual meeting. In most cases, the Board will accept the offer of resignation. The Governance Committee has the discretion to recommend retaining the director or delaying their resignation, under certain circumstances. Any withheld vote is considered the same as an against vote. You can find more information in about our policies in the governance section starting on page 31.

ABOUT THIS MEETING


16

DIRECTOR PROFILES

The attendance figures reflect the number of Board and committee meetings each nominee attended in 2016.

Michael Heier, Chair of the Board

Age: 57

Cochrane, Alberta, Canada

Director since 1998 Independent

Mr. Heier is the founder of Trinidad, and has been with the company since 1996. He was Chief Executive Officer from 2000 to 2008, and has been Chair of the Board since June 1998. Mr. Heier has approximately 40 years of experience in the oil and natural gas industry. He has had substantial experience in the oil and gas industry in western Canada since 1976, through his involvement with both exploration and production and oilfield services companies. He has also served on numerous public and private profit boards as well as non-profit boards. Mr. Heier’s prior career experience includes: − 2012 to 2016 - President and Chief Executive Officer, and a director of

Millennium Stimulation Services Ltd., a private oilfield services company that specialized in coiled-tubing fracturing stimulation services

− 2007 to 2011 - Co-founder and Chairman of the Board for Alter NRG Corp., a company that provided and pursued alternative clean and renewable energy solutions through plasma gasification

− 1997 to 2001 - Founder, Chairman and Chief Executive Officer of Trinity Energy Inc., an oil and gas exploration company

− 1987 to 1997 - Founder, President and Chief Executive Officer of Trinity Energy Ltd., an oil and gas exploration company

Skills and Experience Summary

Education and Professional Designations:

ICD.D (Institute of Corporate Directors designation) Memberships:

ICD (Institute of Corporate Directors)

− Board/Governance − CEO/Executive Officer − Compensation − Energy, Oil and Natural Gas − Finance and Accounting − Operations and Health, Safety and Environment − Risk Governance − Strategic Growth

Securities Held

Common Shares Options DSUs 1 Total of Common Shares/ Options /DSUs

Market Value of Common Shares/ Options /DSUs 2

725,059 Nil 174,743 899,802 $1,997,560

Minimum Share Ownership 3: Attained

Public Board Interlocks: None

2016 Committee Membership Attendance 2016 Other Directorships During Past 5 Years

Board of Directors (Chair) 8/8 100% Alter NRG Corp. (TSX) Public/Acq. 5

HSE Committee 4 4/4 100% Millennium Stimulation Services Ltd. 6 Private

Smart Completions Ltd. Private

1. DSUs are classified as a share-based award. 2. The market value has been calculated based on the closing share price of $2.22 on March 23, 2017. 3. For further information on our share ownership requirement, please see page 26. 4. Mr. Heier was the Acting Chair of the HSE Committee for the first quarter of 2016. After such time, he was a member of the HSE Committee. 5. Public/Acq. – refers to public companies that have been acquired and no longer trade publicly. 6. Mr. Heier was a director and Chief Executive Officer of Millennium Stimulations Services Ltd. (a private company) from January 2012 to March 2016.

Millennium Stimulations Services Ltd. was placed into receivership on March 23, 2016.

ABOUT THIS MEETING


17

Jim Brown, Director

Age: 65

Calgary, Alberta, Canada


Mr. Brown has been an independent businessman since January 2009. Prior to this, Mr. Brown was Vice President and Chief Financial Officer of Fording Canadian Coal Trust and Elk Valley Coal Corporation, companies focused in the coal mining industry, from 2005 to 2009. He has 28 years' experience in the oil and gas industry including serving as Vice President, Finance and Chief Financial Officer at High Point Resources Inc. from 2004 to 2005; Vice President, Finance and Chief Financial Officer at Terraquest Energy Corp. from 2002 to 2004; Vice President, Finance and Chief Financial Officer at Richland Petroleum Corp. from 1997 to 2002; and Vice President, Finance and Chief Financial Officer at Dorset Exploration Ltd. from 1995 to 1997. Mr. Brown is also a member of Financial Executives International Canada, and has served as President of both the Calgary and Regina chapters.



Bachelor of Commerce FCPA , FCA (Fellow of the Chartered Professional Accountants) Memberships: ICD FEI (Financial Executives International Canada)

− Board/Governance − CEO/Executive Officer − Compensation − Energy, Oil and Natural Gas − Finance and Accounting − Risk Governance − Strategic Growth

Securities Held



7,000 Nil 119,761 126,761 $281,409




Board of Directors 8/8 100% Calgary Handibus Foundation (Chairman)

Non-profit

Audit Committee (Chair) 4/4 100% Calgary Meals on Wheels Non-profit

Compensation Committee 5/5 100% Heritage Park Foundation Non-profit

Governance Committee 4/4 100% Terrex Energy Inc. (TSXV) Public/Acq. 4

Twin Butte Energy Ltd. (TSX) 5 Public

1. DSUs are classified as a share-based award. 2. The market value has been calculated based on the closing share price of $2.22 on March 23, 2017. 3. For further information on our share ownership requirement, please see page 26. 4. Public/Acq. – refers to public companies that have been acquired and no longer trade publicly. 5. Mr. Brown was a director of Twin Butte Energy Ltd. (a TSX listed oil and gas exploration company) from February 2008 to September 2016.

Twin Butte Energy Ltd. was placed into receivership on September 1, 2016.

ABOUT THIS MEETING


18

Brian Burden, Director

Age: 61



Mr. Burden has been an independent businessman since 2010, and has more than 25 years of experience as a senior finance professional. Mr. Burden served as the Executive Vice President and Chief Financial Officer of TransAlta Corporation, one of Canada's largest non-regulated power generation and wholesale marketing companies, from 2005 to 2010. Prior to that he served as the Chief Financial Officer of Molson Inc. from 2002 to 2005. Mr. Burden currently acts as a director of the Crius Energy Trust, an energy retailer in the US, and the Canadian Soccer Association, and is on the Advisory Council for Startech.com, a private company, engaged in manufacturing of IT business products.



ACMA (Associate Chartered Management Accountant) ICD.D

Memberships:

ICD

− Board/Governance − CEO/Executive Officer − Compensation − Energy, Oil and Natural Gas − Finance and Accounting − Risk Governance − Strategic Growth

Securities Held



2,500 Nil 93,557 96,057 $213,247




Board of Directors 8/8 100% Canadian Soccer Association Non-profit

Audit Committee 4/4 100% Crius Energy Trust (TSX) Public

Compensation Committee (Chair)

5/5 100% Startech.com Private

Governance Committee 4/4 100%

1. DSUs are classified as a share-based award. 2. The market value has been calculated based on the closing share price of $2.22 on March 23, 2017. 3. For further information on our share ownership requirement, please see page 26.

ABOUT THIS MEETING


19

David Halford, Director

Age: 55



Mr. Halford is an independent businessman with over 25 years of experience. Previously, Mr. Halford was the Executive Vice President, Finance & Planning, Chief Financial Officer and Chief Risk Officer of ENMAX Corporation from 2009 to 2015. Mr. Halford was involved in various oil and gas companies including holding the position of Chief Financial Officer at OPTI Canada Inc. and Irving Oil Limited. Prior to entering the oil and gas industry, Mr. Halford was a partner in the Corporate Finance/Mergers and Acquisitions Group in Deloitte & Touche LLP’s Toronto office.



CPA, CA (Chartered Professional Accountant, Chartered Accountant) ICD.D Memberships:

ICD

− Board/Governance − CEO/Executive Officer − Compensation − Energy, Oil and Natural Gas − Finance and Accounting − Law and/or Regulatory − Operations and Health, Safety and Environment − Risk Governance − Strategic Growth

Securities Held



23,000 Nil 93,557 116,557 $258,757




Board of Directors 8/8 100% None

Audit Committee 4/4 100%

HSE Committee (Chair) 4/4 100%

1. DSUs are classified as a share-based award. 2. The market value has been calculated based on the closing share price of $2.22 on March 23, 2017. 3. For further information on our share ownership requirement, please see page 26.

ABOUT THIS MEETING


20

Nancy Laird, Director

Age: 61



Ms. Laird is a corporate director with more than 30 years of experience in the energy industry. She has held senior positions in several major energy companies and has a diverse background in managing energy trading and marketing, midstream assets, information technology and environmental portfolios. Ms. Laird served as Senior Vice President of Marketing and Midstream for Encana Corporation and PanCanadian Energy Corporation, a predecessor of Encana, from 1997 until 2002. She serves as a director of Keyera Corp. (a public listed company), Business Development Bank of Canada (a crown corporation), as well as private company FilterBoxx Water and Environmental Corp. and various not-for-profit organizations. Previous boards include Synodon Inc., Alter NRG, Enerflex Systems Income Fund, Canetic Resources Trust, Canadian Oil Sands Trust and Alliance Pipeline.



Bachelor of Arts (Honours) Master of Business Administration ICD.D Memberships:

ICD

− Board Governance − CEO/Executive Officer − Compensation − Energy, Oil and Natural Gas − Finance and Accounting − Operations and Health, Safety and Environment − Risk Governance − Strategic Growth

Securities Held



Nil Nil 37,492 37,492 $83,232

Minimum Share Ownership 3: Not required to be fully attained until June 22, 2021


2016 Committee Membership Attendance 2016 Other Directorships During Past 5 Years)

Board of Directors 4 4/4 100% Keyera Corp. (TSX) Public

Compensation Committee 4 2/2 100% Business Development Bank of Canada Crown Corp.

HSE Committee 4 1/2 50% FilterBoxx Water & Environmental Corp.

Private

Alter NRG Corp (TSX) Public/Acq5

Synodon Inc. (TSXV) 6 Public

1. DSUs are classified as a share-based award. 2. The market value has been calculated based on the closing share price of $2.22 on March 23, 2017. 3. For further information on our share ownership requirement, please see page 26. 4. Ms. Laird joined the Board of Directors on June 22, 2016, and was appointed to the Compensation and HSE Committees effective the second

quarter of 2016. 5. Public/Acq. – refers to public companies that have been acquired and no longer trade publicly. 6. Ms. Laird was a director of Synodon Inc. (a TSX Venture listed company) from May 2006 to November 2016. Synodon Inc. was placed into

receivership on November 30, 2016.

ABOUT THIS MEETING


21

Ken Stickland, Director

Age: 63



Mr. Stickland is an independent businessman. Prior to February 1, 2014, he was employed for 13 years by TransAlta Corporation, one of Canada's largest non-regulated power generation and wholesale marketing companies. At TransAlta, he held the position of Chief Business Development Officer and prior to that was the Chief Legal Officer. Mr. Stickland has been a member of various professional associations and has served as a director of several publicly listed companies. Prior to TransAlta, Mr. Stickland was a partner with the Calgary-based law firm of Burnet, Duckworth & Palmer LLP and has over 30 years of experience in the area of commercial law with a specific focus on energy-related matters. Mr. Stickland is currently a director of Whitecap Resources Inc., an exploration and production company. Previously, he served as a director of Millennium Stimulation Services Ltd., a private oilfield services company specializing in coiled-tubed fracturing stimulation services.



Bachelor of Commerce Bachelor of Laws Memberships:

ICD

− Board Governance − CEO/Executive Officer − Compensation − Energy, Oil and Natural Gas − Finance and Accounting − Law and/or Regulatory − Risk Governance − Strategic Growth

Securities Held



3,000 Nil 174,743 177,743 $394,589

Minimum Share Ownership3: Attained



Board of Directors 8/8 100% Whitecap Resources Inc. (TSX) Public

Compensation Committee 5/5 100% Millennium Stimulation Services Ltd.4 Private

Governance Committee (Chair) 4/4 100%

1. DSUs are classified as a share-based award. 2. The market value has been calculated based on the closing share price of $2.22 on March 23, 2017. 3. For further information on our share ownership requirement, please see page 26. 4. Mr. Stickland was a director of Millennium Stimulations Services Ltd. (a private company) from May 2012 to March 2016. Millennium Stimulations

Services Ltd. was placed into receivership on March 23, 2016.

ABOUT THIS MEETING


22

COMPOSITION OF THE BOARD

On March 1, 2016, the following board members resigned from the Board:

− Dale Johnson − Elson McDougald − Donald Seaman

On June 22, 2016, Nancy Laird joined the Board.

On March 12, 2017, Lyle Whitmarsh left the Board.

DIRECTOR ATTENDANCE

All directors are expected to attend in person all regularly scheduled meetings of the Board and each committee on which they serve. In instances where required, they may attend by telephone. The table below shows the overall attendance for all Board and committee meetings held in fiscal 2016, with overall attendance of 98%.

# of Meetings % of Meetings Attended

Board 1, 2 8 100%

Audit Committee 4 100%

Compensation Committee 1, 3 5 100%

Governance Committee 4 100%

HSE Committee 1, 2 4 93%

Overall Attendance 25 99%

1. Ms. Laird joined the Board of Directors on June 22, 2016, and she was appointed to the Compensation and HSE Committee.

2. Mr. Whitmarsh was the Chief Executive Officer and director from January 10, 2012 to March 12, 2017. He attended all the HSE committee meetings in 2016.

3. Mr. Seaman attended one Compensation meeting in the first quarter of 2016. Mr. Seaman resigned from the Board effective March 1, 2016.

2016 VOTING RESULTS

Last year’s voting results are listed below from our annual general meeting held on May 10, 2016.

Election of Directors

Director For Withheld Result

Michael Heier 97.47% 2.53% Approved

Jim Brown 97.53% 2.47% Approved

Brian Burden 97.52% 2.48% Approved

David Halford 97.78% 2.22% Approved

Ken Stickland 97.27% 2.73% Approved

Lyle Whitmarsh 1 98.45% 1.55% Approved

1. Mr. Whitmarsh was the Chief Executive Officer and director from January 10, 2012 to March 12, 2017.

DIRECTOR COMPENSATION PROGRAM


23


Our director compensation program is designed to attract and retain qualified individuals with a personal commitment to align the interests of the Company and our shareholders.

About the Director Compensation Program The director compensation program is designed with the intention of effectively balancing the needs of shareholders and directors through achieving the following key objectives:

− align our corporate strategy with director compensation so that it drives dedication to the success of Trinidad and our shareholders;

− address all of the elements of director compensation in an open and transparent manner;

− be competitive within a defined peer group of companies;

− be responsive to changing market and business conditions; and

− be financially prudent for Trinidad and our shareholders.

WHERE TO FIND IT

About the Director Compensation Program ...............................page 23

Peer Group ...................................................page 24

Independent Advice .....................................page 24

Target Compensation Level..........................page 24

Share Ownership Requirements ..................page 26

2016 Director Compensation .......................page 27

Summary Compensation Tables ...................page 27

Our director compensation program provides direction for the administration of all elements of director compensation including cash remuneration, long-term incentives including DSUs, and expense reimbursement. Changes to any element of director compensation and the process of reviewing annual long-term incentive awards are performed by the Compensation Committee, and then reviewed and approved by the Board. Periodically, the Compensation Committee directs our independent compensation consultant to conduct a competitive analysis of the director compensation program to ensure that it remains competitive and is balanced with the interests of shareholders.

The Compensation Committee reviewed our 2016 director compensation against the director compensation program’s key objectives. It was determined that no changes were required for the 2016 directors’ compensation.

The Compensation Committee also reviewed our proposed 2017 director compensation against the director compensation program’s key objectives and voted to partially re-instate previously reduced director compensation for 2017, effective February 1, 2017. The committee will continue to monitor industry conditions and relevant compensation levels where necessary.



24

PEER GROUP

Our director compensation program benchmarks compensation based on an annual comparative analysis using a defined peer group of companies. The peer group is generally defined as a group of energy services and/or other publicly traded companies of a generally comparable enterprise value active in North America.

The peer group is reviewed and approved annually by the Compensation Committee to ensure that it remains relevant.

For a complete list of our peer group and the discussion around it, please see page 54.

INDEPENDENT ADVICE

The Compensation Committee retains the services of an independent compensation consultant annually. In early 2016, the Compensation Committee retained Mercer as our independent compensation consultant; however, on August 2, 2016, the Compensation Committee appointed Willis Towers Watson to this role. See the Executive Compensation section, page 57, for more details about Mercer’s and Willis Towers Watson’s responsibilities and consulting fees paid to them during the past two years.

TARGET COMPENSATION LEVEL

The Board of Directors has approved a target level of total compensation for directors that is at the median or 50th percentile of total compensation for the peer group.

Cash Compensation

The 2016 cash compensation for each director was determined in accordance with the following schedule, which also includes the approved 2017 cash compensation:

Description 2016 Remuneration 2017 Remuneration

Non-Executive Chair Retainer $72,900 per annum $81,000 per annum

Lead Director Retainer $52,650 per annum $58,500 per annum

Board Member Retainer $36,450 per annum $40,500 per annum

Committee Member Retainer (excluding Audit Committee)

$1,215 per committee per annum


Audit Committee Member Retainer

$2,430 per annum $2,700 per annum

Committee Chair Retainer (excluding the Audit Committee)



Audit Committee Chair Retainer $12,150 per annum $13,500 per annum

Board Meeting Fee $1,215 per meeting $1,350 per meeting

Travel Fee for Non-Resident Directors

$1,215 per event $1,350 per event

The peer group is reviewed and approved annually



25

Long-Term Incentives

The director compensation program also provides for an annual long-term incentive award for directors in the form of DSUs which are granted in accordance with the terms of the DSU Plan (as defined below). The aggregate long-term incentive value for our directors in 2016 was $639,658, based on fair value using the volume weighted average share price for the trading days between January 1 and January 20, 2016. This includes DSUs valued at $39,658 for the new director appointed on June 22, 2016, which were granted based on fair value using the volume weighted average share price for the trading days between June 2 and June 21, 2016.

Deferred Share Unit Plan for Non-Employee Directors

Pursuant to the Deferred Share Unit Plan for non-employee directors (the DSU Plan) adopted by Trinidad effective March 11, 2008, and amended August 5, 2014, directors who are not Trinidad employees (non-employee directors) receive an annual grant of DSUs as part of their total compensation.

The purposes of the DSU Plan are as follows:

− promote a greater alignment of interests between directors of Trinidad and our shareholders;

− provide a compensation system for directors that, together with the other director compensation mechanisms of Trinidad, is reflective of the responsibility, commitment and risk accompanying Board membership and the performance of the duties required of the various committees of the Board;

− assist Trinidad in attracting and retaining individuals with experience and the ability to act as directors; and

− allow directors of Trinidad to participate in the long-term success of our Company.

For 2016, the annual grant for each non-employee director was 43,400 DSUs. These DSUs were awarded effective January 1, 2016. The new director who joined Trinidad in June of 2016 was given a pro-rated grant of 14,735 DSUs.

The number of DSUs credited to a non-employee director’s account on each award date is equal to the amount of compensation awarded to the non-employee director under the director compensation program divided by the volume weighted average share price of a common share for the trading days between January 1 and January 20, 2016. Non-employee directors are credited with dividend equivalents in respect of all DSUs in their account as of the record date for payment of dividends. Such dividend equivalents are converted to additional DSUs based on the volume weighted average share price of a common share for the five trading days prior to the record date for the payment of dividends.

DSUs will be paid in cash on the date which is six months after the non-employee director ceases to hold office as a director or on up to two separate dates selected by the non-employee director prior to December 15th of the year following the cessation of directorship. The cash payment is calculated by multiplying the number of DSUs by the volume weighted average share price of a common share for the five trading days prior to the date of payment.



26

The DSU Plan may be amended or terminated at any time by the Board. No amendment or termination of the DSU Plan shall be made without the consent of the non-employee directors affected by the amendment, or unless required by applicable law, if it adversely affects the rights accrued to such non-employee directors with respect to DSUs granted prior to the date of the amendment or termination. Upon termination of the DSU Plan, prior grants of DSUs shall be paid in due course in accordance with the terms of the DSU Plan. The DSU Plan will finally cease to operate for all purposes when the last remaining non-employee director receives payment of all DSUs recorded in such non-employee director’s account.

In no event may the rights or interests of a non-employee director under the DSU Plan be assigned, encumbered, pledged, transferred or alienated in any way, except to the extent that certain rights may pass to a beneficiary upon the death of a non-employee director pursuant to the terms of the DSU Plan. For further clarification, DSUs are non-transferable.

SHARE OWNERSHIP REQUIREMENTS

The Board believes that directors will more effectively represent the interests of shareholders if they have an investment in the common shares of Trinidad, or its economic equivalent. Effective in 2010, and amended March 1, 2012 and March 27, 2013, all directors were required to hold common shares of Trinidad valued at least three times their annual retainer. DSUs granted to the directors are included in this calculation, as they reflect locked-in equity value mirroring the value of the common shares, which must be held by the director until retirement from the Board. Directors have a period of five years to meet these share ownership requirements. Management conducts a share ownership test annually and reports the level of compliance to the Compensation Committee.

As at March 24, 2017, share ownership for the non-employee directors’ holdings were as follows:

Name

Value of Common

Shares and DSUs 1

($)

Minimum Ownership

Requirements ($)

Minimum (x)

Requirement Met

(Yes/No) Michael Heier Chair of the Board

1,997,560 243,000 8.22 Yes

Jim Brown Board Member

281,409 121,500 2.32 Yes

Brian Burden Board Member

213,247 121,500 1.76 Yes

David Halford Board Member

258,757 121,500 2.13 Yes

Nancy Laird Board Member

83,232 121,500 0.69 N/A 2

Ken Stickland Lead Director

394,589 175,500 2.25 Yes

1. Value includes common shares and share-based awards. Value is based on the closing price of $2.22 at March 23, 2017.

2. Ms. Laird was appointed to the Board on June 22, 2016 and she has until June 22, 2021 to meet her full requirement.



27

2016 Director Compensation

SUMMARY COMPENSATION TABLES

During the year ended December 31, 2016, the non-employee directors of Trinidad received aggregate non-equity based compensation in the amount of $428,842. In addition, Trinidad reimburses directors for reasonable business expenses incurred in the performance of their duties. Lyle Whitmarsh, Trinidad’s former Chief Executive Officer, did not receive any compensation for serving as a member of the Board. Please see the Executive Compensation section, starting on page 47 for specific details of the compensation provided to Mr. Whitmarsh for the year ended December 31, 2016.

In early 2015, the Board and management recognized the weakening market conditions and the importance of lowering our cost structure. In 2015, we implemented cost reduction initiatives that included two Board cash retainer and meeting fee roll back programs, the first occurring in the first quarter and the second in the fourth quarter. Directors’ retainers and meeting fees were reduced by approximately 20% as part of these programs. Challenging market conditions persisted into 2016, and Board fees remained unchanged as Trinidad continued its focus on cost control.

2016 Retainers and Fees

Name

Board Retainer

($)

Committee Retainer

($)

Committee Chair Retainer

($)

Board Meeting Fee

($)

Committee Meeting Fee

($)

Total Board and Retainer

Fees ($)

Michael Heier 1 Chair of the Board

72,900 912 506 9,720 4,860 88,898

Jim Brown 2 Board Member

36,450 2,229 12,150 9,720 15,795 76,344

Brian Burden 3 Board Member

36,450 2,533 6,075 9,720 15,795 70,573


36,450 1,824 4,557 9,720 9,720 62,271

Dale Johnson 4 Former Board Member

6,075 607 - - - 6,682

Nancy Laird 5 Board Member

19,147 1,246 - 4,860 3,645 28,898

Elson McDougald 4 Former Board Member

6,075 - 1,013 - - 7,088

Don Seaman 4 Former Board Member

6,075 203 - - 1,215 7,493


52,650 1,215 6,075 9,720 10,935 80,595

1. Mr. Heier was appointed acting Chair of HSE Committee, following the resignation of three directors on March 1, 2016. On March 16, 2016, the Board reorganized the committees.

2. Mr. Brown was appointed to the Governance Committee, following the resignation of three directors on March 1, 2016. On March 16, 2016, the Board reorganized the committees.

3. Mr. Burden was appointed to the Governance Committee, following the resignation of three directors on March 1, 2016. On March 16, 2016, the Board reorganized the committees.

4. Mssrs. Johnson, McDougald and Seaman resigned from the Board effective March 1, 2016. The quarterly retainers for their Board and Committee fees were pro-rated.

5. Ms. Laird was appointed to the Board on June 22, 2016, and she was appointed to the Compensation and HSE Committees, effective the second quarter of 2016. The quarterly retainers for her Board and Committee fees were pro-rated.



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DIRECTOR COMPENSATION

The following table details the compensation for each non-employee director as of December 31, 2016.

Name

Total Board and Retainer Fees

($)

Share-Based Awards 1

($)

Travel Costs

($) Total

($) Michael Heier Chair of the Board

88,898 75,000 1,456 165,354


76,344 75,000 - 151,344


70,573 75,000 294 145,867


62,271 75,000 428 137,699


6,682 75,000 727 82,409


28,898 39,658 - 68,556


7,088 75,000 375 82,463


7,493 75,000 375 82,868


80,595 75,000 - 155,595

1. Amount is comprised of DSUs which are cash units, and not exchangeable for common shares. DSUs have been valued at fair value using the volume weighted average share price for the trading days between January 1 and January 20, 2016 at $1.7281, as per the terms of the DSU Plan. DSUs vest immediately upon grant. Ms. Laird’s DSUs were valued at fair value using the volume weighted average share price for the trading days between June 3 and June 22, 2016 at $2.6913. Directors do not receive option-based awards.

2. Mssrs. Johnson, McDougald and Seaman resigned from the Board effective March 1, 2016. 3. Ms. Laird was appointed to the Board on June 22, 2016.



29

Outstanding Share-Based Awards

The following table details all share-based awards issued and outstanding for each non-employee director as of December 31, 2016.

Name

# of Shares or Units of Shares that have not

Vested (#)

Market or Payout Value of Share-Based Awards

that have not Vested ($)

Market or Payout Value of Vested Share-Based

Awards not Paid Out or Distributed 1


Nil Nil 507,086


Nil Nil 323,644


Nil Nil 236,217


Nil Nil 236,217


Nil Nil -


Nil Nil 49,162


Nil Nil -


Nil Nil -


Nil Nil 507,086

1. Share-based awards are valued at fair value using the volume weighted average share price for the five days preceding December 31, 2016 at $3.3364. Directors do not receive option-based awards.

2. Mssrs. Johnson, McDougald and Seaman resigned from the Board effective March 1, 2016. 3. Ms. Laird was appointed to the Board on June 22, 2016.



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Incentive Plan Awards - Value Vested or Earned During the Year

The following table details the value of incentive plan awards (share-based awards) as well as non-equity incentive plan compensation (vested or earned) for each of the non-employee directors during the financial year ended December 31, 2016.

Name

Share-Based Awards – Value Vested During the Year 1


75,000


75,000


75,000


75,000


75,000


39,658


75,000


75,000


75,000

1. Amount is comprised of DSUs which are cash units, and not an option exchangeable for a share, they have been valued at a fair value using the volume weighted average share price for the trading days between January 1 and January 20, 2016 at $1.7281, as per the terms of the DSU Plan. Ms. Laird’s DSUs were valued at a fair value using the volume weighted average share price for the trading days between June 3 and June 22, 2016 at $2.6913. DSUs vest immediately upon grant. Directors do not receive option-based awards.

2. Mssrs. Johnson, McDougald and Seaman were appointed to the Board on August 11, 2015, following the CanElson acquisition. Mssrs. Johnson, McDougald and Seaman resigned from the Board effective March 1, 2016.

3. Ms. Laird was appointed to the Board on June 22, 2016.

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31

GOVERNANCE

Good corporate governance is a key factor in driving strong performance, and an essential part of our success. Our ongoing focus on good governance allows us to continually improve our practices, builds trust with all our stakeholders and promotes the long-term interests of our shareholders.

This section discusses Trinidad’s governance practices, the structure of our Board and its priorities, and what we expect from our directors. It also outlines our Board committees, their key responsibilities and highlights of their activities in 2016.

WHERE TO FIND IT

An Effective Governance Structure ....................... 31

About the Board .................................................... 33

Structure of the Board .......................................... 33

Key Characteristics of Directors ............................ 35

What we Expect from our Directors ..................... 38

Skills and Experience ............................................. 39

Director Development and Assessment................ 39

Committee Reports ............................................... 43

An Effective Governance Structure Shareholders elect the Board to oversee our business and affairs. The diagram below shows the interaction between our shareholders, the Board and its committees, and management. The Board approves formal mandates for the Board, each committee and position descriptions for executive management to assist them in performing their functions effectively.

BOARD

SHAREHOLDERS

GOVERNANCE COMMITTEE

COMPENSATION COMMITTEE

HSE COMMITTEE

INDEPENDENT ADVISOR

MANAGEMENT

AUDITORS

AUDIT COMMITTEE

FINANCE AND COMPLIANCE

Reports

Reports

Elects

Appoints

Appoints

Approve

Reports

Appoints

Reports

Reports

Appoints

Reports

Appoints

Appoints

Reports

Appoints

Reports

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GOVERNANCE SUMMARY

Recent changes to our governance policies

In 2016, we updated the charter for our Board of Directors and the charters for each of our Audit, Compensation, Governance and HSE committees. These changes were minor and largely done to align with corporate best practices and incorporate recent changes in securities laws.

In 2016, we also updated our majority voting, code of conduct, anti-bribery and whistle blower policies to reflect corporate best practices and recent changes in corporate securities laws.

In 2016, we diversified our Board of Directors with the addition of our first female director.

In early 2017, we revised our Shareholders' Rights Plan to incorporate new rules implemented by the Canadian Securities Administrators regarding take over bids and issuer bids.

WHAT WE DO

− All six of our nominated directors are independent

− Our Audit, Compensation, Governance and HSE committees are 100% independent

− We have a separate Chair, Lead Director and CEO

− We have individual (non-slate) voting for directors

− We have a majority voting policy − We have a mandatory retirement policy − We have share ownership requirements − We have a policy that does not allow

directors or executives to monetize or hedge our common shares or equity-based compensation

− We disclose directors’ and officers’ holdings of Trinidad shares

− Directors must get Board approval to serve on any other public company boards

− We have a Board diversity policy − We have in-camera sessions – independent

directors meet without management present at each Board and committee meeting

− We have a formal, annual Board assessment

× WHAT WE DON’T DO

− We do not elect a staggered Board – all our directors are elected annually

− None of our directors serve on boards of more than two publically traded companies

− None of our directors serve together on any other public company boards

− We do not have dual class shares, non-voting shares or subordinated voting shares

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33

About the Board This year six directors are nominated for election; all six are existing board members seeking re-election. The board believes that this is an appropriate size to provide effective direction on our business and affairs, to make sure the Board’s committees have the right combination of skills, and to allocate responsibilities appropriately. The Board has developed written position descriptions for the Chair of the Board, each committee chair and the CEO.

Structure of the Board

CHAIR OF THE BOARD

The Chair of the Board is an independent director, responsible for leading the Board in carrying out its duties and responsibilities effectively, efficiently and independent of management. Our Chair was the founder of Trinidad and was our CEO until January 2008.

He presides over all board meetings, oversees the Board committees and chairs all sessions with independent directors. Independent directors met in-camera at every board meeting in 2016.

LEAD DIRECTOR

Our Lead Director provides independence, guidance for committee structure and meeting materials, as well as leadership if the Chair is absent.

The Chair and the Lead Director provide direction and advice to management, assisting the President and CEO on major strategic and business issues as well as corporate governance matters.

BOARD COMMITTEES

The Board has four committees to help carry out its duties and responsibilities. With the assistance of the Governance Committee, the Board decides the structure, size, composition and mandate of each committee. The Board also appoints the directors and the Chair of each committee. After each meeting, committee chairs submit a report to the Board summarizing material matters discussed. The committees meet in-camera after each meeting. Each Director serves on at least one committee. You can find descriptions of the committee mandates and membership in the committee reports starting on page 43.

NOMINATING DIRECTORS

The Governance Committee reviews and assesses board composition and recommends the appointment of new directors. The committee considers candidates based on their experience, education, expertise, personal qualities and general and sector specific knowledge. The committee also reviews the balance of skills and diversity amongst its members when considering new candidates. In addition, the committee considers the number of other public company boards a potential candidate is on to reduce the risk of over-boarding and to ensure directors have sufficient time to fulfill their duties.

AUDIT

COMMITTEE

COMPENSATION

COMMITTEE

GOVERNANCE

COMMITTEE

HSE COMMITTEE

BOARD

Our Chair, Lead Director and CEO positions are separate. Our directors meet in-camera at every meeting

You can find more information about the Audit Committee in our 2016 Annual Information Form on our website or on SEDAR

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34

When nominating new directors, the committee, together with the Chair of the Board, identifies suitable nominees for election. The committee may retain the services of a third party search firm to broaden its search into different industries or geographic locations. After the initial identification of candidates, the committee evaluates their skills, experience and fit with existing members. Potential candidates meet with other Board members and management before appointment. Where appropriate, the committee recommends nominees for election. The committee reports regularly to the Board on the status of its efforts.

MAJORITY VOTING POLICY

Our majority voting policy for uncontested elections requires any nominated director who is not elected by at least a majority of the votes cast, to tender their resignation from the Board following the annual meeting. Any withheld vote is considered effectively the same as an against vote.

In most cases, the Board will accept the offer of resignation. The Governance Committee is expected to recommend accepting the resignation, except under clearly articulated extenuating circumstances. The Governance Committee has the discretion to recommend retaining the director or delaying his or her resignation, under certain circumstances. The committee will consider all relevant factors, including why shareholders withheld votes, the total percentage of shares withheld, the director’s length of service, qualifications, contributions to Trinidad, and our corporate governance policies. The Board will disclose its decision in a news release within 90 days of the annual meeting. If the resignation is rejected, the news release will disclose the reasons why. The Board may appoint a new director to fill the vacancy if it accepts the resignation.

In the event that any director who received a majority of withhold votes does not tender his or her resignation, that director cannot be re-nominated by the Board and will not receive any of the benefits (financial or otherwise) of a Trinidad director.

ADVANCE NOTICE

Trinidad has an advance notice provision in our by-laws that outlines the process for advance notice of nominees to the Board. This provision applies to annual and special meetings where directors will be elected.

For an annual meeting, the deadline for when a shareholder can tell us that they intend to nominate a director (advance notice) is between 30 and 65 days, inclusive, before the applicable shareholders’ meeting. If the annual meeting is held less than 50 days after the date it was first publicly announced, advance notice may be given no later than the close of business on the 10th day after the public announcement of the meeting.

For a special meeting, the deadline to provide advance notice is no later than the close of business on the 15th day following the first public announcement of the special meeting.

The advance notice must include the information required in the advance notice provision to be valid. A copy of our by-laws, which include the advance notice provision, has been filed on SEDAR.

At March 24, 2017, we had not received any nominations pursuant to our advance notice provision.

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35

IN-CAMERA SESSIONS

The independent directors hold an in-camera session after each Board meeting. In 2016, there were eight meetings and each meeting was followed by an in-camera session. In total in 2016, the Board had eight meetings, and our committees held 17 meetings and had in-camera sessions at every meeting.

Key Characteristics of Directors Independent

Having a majority of independent directors on our Board is one of the ways we make sure the Board operates independently of management and makes decisions in the best interests of stakeholders. Our definition of director independence is the same as the definition used by the Canadian Securities Administrators in National Instrument 52-110 – Audit Committees.

In general, we consider a director to be independent if he or she does not have a direct or indirect material relationship with Trinidad. Currently, our Board is made up entirely of independent directors; our Chair and Lead Director are both independent and our committees are comprised entirely of independent directors.

Board and Management Diversity

Our Board is currently comprised of qualified directors who have the necessary skills to fulfill the Board’s mandate and effectively work with and oversee management. Our current directors have a broad range of skills and experience – you can read about each director’s skills and experience in their profiles beginning on page 16.

We recognize the benefits of a diverse board and management team, and believe that increasing diversity is essential to maintaining a competitive advantage. We have a written diversity policy with an objective of achieving and maintaining greater diversity on our Board. Our diversity policy outlines the benefits of diversity and highlights considerations, in particular with regard to gender diversity, that the Governance Committee should consider when recommending candidates as new directors. In addition, our diversity policy requires the Governance committee to annually review the policy and existing strategies for Board appointment, and to discuss any identifiable barriers to achieving diversity on the Board. In 2016, we increased the diversity on our Board with the addition of our first female director. Currently 17% (one out of six) of our directors are female, while 25% (one out of four) of our executive team are female.

100% of our nominated directors are independent

GOVERNANCE


36

When considering diversity, the Governance Committee:

− considers candidates that are highly qualified based on their experience, education, expertise, personal qualities, and general and sector specific knowledge;

− considers diversity criteria, including a mix of experience, gender, age, ethnicity, geographic background and personal characteristics;

− reviews potential candidates from a variety of backgrounds and perspectives, with our diversity objectives in mind;

− considers candidates on merit against objective criteria with due regard for the benefits of diversity on the Board; and

− reviews the effectiveness of the Board by considering the balance of skills, experience, independence and knowledge on the Board, the diversity representation of the Board, the Board's cohesiveness, and other factors relevant to its effectiveness.

Board Priorities

The Board’s mandate is to oversee the business and affairs of Trinidad, with specific regard to the following areas:

− Strategic and business planning − Risk management − Finances and controls − Human resource management − Corporate governance − Communications

Our directors are required to act honestly and in good faith, with a view to the best interests of Trinidad. They are required to exercise the care, diligence and skill of a reasonably prudent person in comparable circumstances.

Strategic Direction

The Board oversees our strategic direction and holds management accountable for executing our strategy and meeting agreed upon goals. New strategic initiatives as well as significant acquisitions and investments must be presented to the Board for review and approval.

The Board participates in our strategic planning process throughout the year by:

− reviewing and approving our strategic plan, taking into account emerging trends and industry developments, the competitive environment and available opportunities;

− reviewing and approving the Company’s annual business and capital plans; and

− receiving regular updates on the status of the plan in light of current operations.

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37

Risk Management

The Board oversees the management of our risks by:

− reviewing reports from management that identify risks associated with ongoing operations;

− reviewing the systems implemented to manage our risks; and − reviewing any material deficiencies between identified risks and our ability to

manage them.

Finances and Controls

The Board, together with the Audit Committee, oversees the integrity and effectiveness of our financial and internal controls, and our management information systems. These responsibilities include:

− monitoring the appropriateness of our capital structure; − ensuring our financial performance is properly reported on a timely and

regular basis, and that it is accurate, complete and fairly represents our financial position and performance;

− together with the President and CEO, establishing a code of conduct that includes ethical standards for all our officers and employees; and

− requiring the President and CEO and CFO to put in place and monitor internal controls and information systems.

Human Resource Management

The Board, together with the Compensation Committee, oversees our human resources management function by:

− reviewing, at least annually, a report from the Compensation Committee on our approach to human resource management and executive compensation;

− reviewing succession plans for our Chair, Lead Director, and executive officers; − satisfying itself that the management team creates a culture of integrity; − working with the President and CEO to establish appropriate limits for

management’s authority and responsibility; and − appointing and replacing the President and CEO, monitoring his performance,

and providing advice and counsel.

GOVERNANCE


38


The Board, together with the Governance Committee, oversees our corporate governance practices by:

− reviewing a report from the Governance Committee on our corporate governance principles, guidelines and our overall approach to corporate governance;

− reviewing our director independence standards and the Board’s overall ability to act independently;

− establishing ethical standards to be reflected in our code of conduct; − reviewing compliance with our code of conduct and approving appropriate

changes. The Board also reviews reports concerning investigations and resolutions of complaints received under the code of conduct; and

− reviewing and assessing its mandate to ensure it complies with regulations.

What We Expect from Our Directors We expect directors to be available and allocate the necessary time to fulfill their Board and committee duties, to always exercise independent business judgement and to act in Trinidad’s best interest.

GUIDELINES FOR BUSINESS CONDUCT

Avoiding Conflicts of Interest

Our directors disclose their business and personal relationships with Trinidad and other companies or entities they have relationships with in accordance with all applicable legal and regulatory requirements. If a director has a conflict of interest with a matter to be discussed by the Board, they advise the Board accordingly and, in certain circumstances, will not participate in any Board or committee discussions or vote on the matter.

Mandatory Retirement and Term Limits

We have a mandatory retirement policy that requires directors to retire from our Board when they reach the age of 72. The Board has the discretion to postpone this mandatory retirement for one year or less. Postponed retirement is subject to review at least annually. A director whose retirement is postponed beyond 72 may be retired at any time, at the option of the Board.

We believe that term limits have certain benefits; however, they can limit the contributions of directors that have been able to develop over a period of time, increasing their insight into Trinidad and its operations. As a result, Trinidad does not have firm term limits for its directors but the Board and Governance Committee review annually each director’s continuation on the Board.

Serving on Other Public Company Boards

We monitor the number of public companies our directors can be on and any potential conflicts of interest. As part of this process, all current directors must seek approval from the Governance Committee and the Board before accepting any directorship or officer position at an outside corporation, whether public or private. The committee approves the new position if they are satisfied that it will not compromise the director’s ability to fulfill his or her current commitments and there are no potential conflicts of interest. The Governance Committee also monitors the number of public company boards directors sit

Our nominated directors have an average tenure of 6.8 years

Shareholders elect directors annually for a one-year term

Shareholders vote individual directors, not a slate

GOVERNANCE


39

on to reduce the risk of over-boarding and to ensure directors have sufficient time to fulfill their duties. In terms of over-boarding, our policy allows our directors to only sit on the Boards of no more than two publically traded companies.

At March 24, 2017, none of our directors currently serve together on any other public boards.

Skills and Experience Our current directors are experienced business leaders. They bring a broad range of skills and experience to the Board, and they know our business and the industry well. The nominated directors’ backgrounds, skills and experience, in combination, allow the Board to carry out its duties and supervise our business and affairs.

SKILLS AND EXPERIENCE MATRIX

As part of the Board’s review of its composition, it aims to keep a balanced combination of skills and experience. The skills in the matrix below are based on the consultation and agreement on each of the director’s key areas of experience.

Mic

hae

l Hei

er

Jim

Bro

wn

Bri

an B

urd

en

Dav

id H

alfo

rd

Nan

cy L

aird

Ke

n S

tick

lan

d

Key areas of experience

Board/Governance

CEO/Executive Officer

Compensation

Energy, Oil and Natural Gas

Finance and Accounting

Law and/or Regulatory

Operations and Health, Safety and Environment

Risk Governance

Strategic Growth

Director Development and Assessment We believe that directors must understand the nature and operation of our business and stay current with governance, regulatory, risk, business, industry and other key issues to be effective members of our Board. Orientation is provided for new Board members and continuing education is encouraged for all directors.

GOVERNANCE


40

ORIENTATION

Our orientation program helps new directors increase their understanding of their responsibilities and Trinidad’s operations as quickly as possible, so they can be fully engaged and contribute to the Board and committees in a meaningful way.

New directors receive reference materials to improve their understanding of Trinidad and our industry including:

− Disclosure materials such as interim and annual reports, Management Information Circulars and Annual Information Forms.

− Corporate governance materials such as board and committee charters, code of conduct, anti-bribery and corruption policy, diversity policy and insider trading policy.

− Other materials to increase their familiarity with our operations and industry such as a summary of our history, organizational charts, current budget and strategy documents, financing arrangements, corporate presentations and recent investment analyst research and credit rating reports.

In addition, we encourage new directors to take site tours of our operations, and we also provide each new director with management presentations on the various areas of our operations.

CONTINUING EDUCATION

At each regularly-scheduled Board meeting, directors are provided a report on operational and financial matters of significance for each segment of our business. Additional reports are also prepared to highlight changes in accounting standards, governance standards or any other matters that might be relevant to the director’s oversight role.

We hold information sessions on significant, complex or specialized aspects of our business operations and organize off-site Board meetings to familiarize directors with our operations and to meet local senior management.

To help our directors perform their role effectively, we have and will continue to pay for the Institute of Corporate Directors ICD-Rotman Directors Education Program as well as membership and courses for the ICD.D designation.

Director Education in 2016

Session Date Attended by

Crown Director Effectiveness March 2016 Mike Heier

Briefing on the energy sector, including a review of oil and gas supply and demand and potential outcomes for commodity prices

September 2016 Board and executives

Cyber security risks November 2016 Board and executives

Foreign corrupt practices training November 2016 Board and executives

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41

BOARD ASSESSMENT

The Governance Committee is responsible for ongoing board assessments.

The board assessment works as illustrated below:

Questionnaire Completed

Summarized Independently

Reviewed by Governance

Committee and Chair

Report to the Board

Follow up

Questionnaire Completed

− Assesses the Board, the Board Chair, committee chairs and committees with respect to their mandates and position descriptions, as applicable

− Asks for an assessment of, among other items, the: structure of the Board balance of skills, experience and professional requirements of members quality and timeliness of information and support provided to the Board effectiveness of the committees and Board effectiveness of corporate governance policies ability to provide open and honest communication

− Seeks additional open feedback and suggestions

Summarized Independently

− Completed evaluations are submitted to the Corporate Secretary to preserve confidentiality and encourage candid feedback

− A summary of results and comments is prepared by the Corporate Secretary

Reviewed by the Governance Committee and Chair

− The Governance Committee chair and the Board Chair review the summary provided by the Corporate Secretary

− Develop recommendations to present to the Board

Report to the Board

− The committee chair of the Governance Committee reports the findings, including key themes, trends and recommendations to the Board

Follow up

− Committee chair(s), as applicable, and the Board Chair develop a process for addressing issues, monitoring progress and reporting back to the Board

− An action plan may involve working with other committee chairs as appropriate

SUCCESSION PLANNING

As part of our succession planning, management continually identifies eligible candidates to advance to more senior levels of management, including executive level positions. At the senior level, the Board is actively involved with management, in reviewing the succession plans and ensuring appropriate individuals are identified to maintain strong leadership and allow for smooth continuity when transitions occur. The Company recognizes the importance of diversity within its organization, and currently 25% of our Named Executive Officers (NEOs) are female.

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42

Across all levels, we focus on the continuous development of our employees through formal education, proactive mentoring and exposure to varied work experiences. Through the continuous development of our employees, management is able to identify opportunities and advance the skills of existing employees to allow for promotion from within to more senior positions. The objective of identifying these high-performing individuals and grooming them for more senior roles within the Company is to allow us to retain our highly-skilled employees and retain continuity of relevant Company information. It also fosters a positive environment for our employees by creating opportunities for career advancement and succession planning.

CEO Succession Planning

We believe that succession planning is important for all levels within Trinidad, including the CEO’s role. The Compensation Committee is responsible for reviewing our CEO succession plan. Our process is ongoing and includes preparedness for both scheduled and unscheduled transitions. As part of this process, the committee reviews the following:

− An assessment of our existing leadership needs; − An assessment of the current CEO and executive team’s strengths and

weaknesses; − The identification of internal candidates to succeed the CEO; − The consideration of filling the role with an external candidate; and − Transitional and emergency succession plans.

GOVERNANCE


43

Committee Reports The Board has four standing committees. The committee reports below describe each committee’s key responsibilities, activities and meetings in 2016. The members listed are the current members of the committees.

Each committee sets aside time each meeting to meet without management present. They can also engage external advisors or consultants as necessary, and approve their contracts and fees.

AUDIT COMMITTEE

Jim Brown (Chair)

Brian Burden

David Halford

Number of meetings: 4

The Audit Committee’s primary purpose is to oversee our accounting and financial reporting processes. All the members of our Audit Committee are considered independent and financially literate. A copy of our full Audit Committee charter is included in our 2016 Annual Information Form at www.sedar.com. The Audit Committee is responsible for:

− Financial Reporting – oversees the quality and integrity of our annual and interim financial statements and related disclosure. Reviews and discusses current accounting standards and proposed reporting changes. Reviews the adequacy of resources in the finance department.

− Legal and Regulatory Matters – reviews compliance policies and any material reports or inquiries from regulators or governmental agencies that could have a material financial impact. Also reviews process for monitoring the code of conduct and reviews all reports from the whistle blower hotline.

− Independent Auditor – considers the qualifications and independence of the auditors. Communicates directly with the auditors, including in-camera meetings, and recommends their appointment, subject to shareholder approval.

− Internal Control – oversees the internal controls environment and its effectiveness. Evaluates whether management is setting the appropriate tone for importance of internal controls.

− Risk Management – reviews risk management controls and policies, including Information Technology policies, systems and risks. Also performs an annual insurance review, and reviews any fraud or potential fraud concerns.

2016 Highlights − Reviewed and recommended our annual and interim consolidated financial statements and MD&A to the Board

for approval and considered accounting changes in 2016 and for future years. − Reviewed the pre-approved services to be performed by the external auditors each quarter, reviewed the

auditor’s audit plan and oversaw the audit. Recommended the auditor’s fees for 2016 to the Board for approval and assessed the performance of our auditor.

− Reviewed and discussed the annual external audit report. − Reviewed quarterly operating forecasts and budgeted capital expenditures. − Reviewed internal controls testing programs and procedures. − Received annual reports on related party transactions and an annual summary of executive expenses. − Reviewed and discussed quarterly internal reports on our internal controls, risk management and governance

processes. Reviewed internal testing results, weaknesses and discussed remediation. − Discussed quarterly any risk and fraud concerns, including review of all 2016 whistle blower reports impacting the

Company's financial activities. − Reviewed Information Technology risks, governance and controls with focus on 2016 cyber security risk. − Reviewed our senior note and credit facilities and forecast debt covenant calculations. Guided management in

the decision to reduce the size of the credit facility and amend the facility to receive additional flexibility on our debt covenants for 2017 and 2018.

− Reviewed the corporate tax structure with a focus towards taxation effectiveness. − Reviewed the Company’s annual insurance renewals, and risks associated with customer contracts.

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44

HUMAN RESOURCES AND COMPENSATION COMMITTEE (COMPENSATION COMMITTEE)

Brian Burden (Chair)

Jim Brown

Nancy Laird

Ken Stickland


The Compensation Committee’s primary purpose is to oversee our human resources and compensation processes, including salary and long and short-term incentive plans, management development and succession planning.

The Compensation Committee is responsible for:

− Compensation Philosophy and Human Resources Policies and Practices – makes sure our policies align with our pay-for-performance strategy and risk appetite. Oversees our compensation program and makes recommendations to the Board.

− Compensation Governance – reviews evolving trends in compensation to ensure our compensation practices remain competitive and in line with changing governance practices. Reviews the composition of our peer group and benchmarks executive compensation against third party studies and our peer group.

− Short and Long-Term Incentive Compensation – reviews and approves corporate objectives and targets each year and evaluates our corporate performance against objectives and targets set for the year. Reviews the executive team’s individual performance for the year and recommends compensation to the Board.

− Succession Planning – oversees management succession plans to ensure effective leadership.

2016 Highlights − Reviewed and discussed 2016 performance against goals and objectives and approved the short and long-term

incentives to be paid in 2016. − Recommended the compensation for the CEO and executive team. − Recommended compensation for the Board. − Reviewed our long-term incentive plan mix that resulted in the implementation of a restricted stock unit plan. − Reviewed the independent compensation advisor that resulted in Willis Towers Watson being appointed as

advisor to the committee and senior management. − Reviewed compensation benchmarking for NEOs. − Reviewed succession plans for executive level roles.

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45

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE (GOVERNANCE COMMITTEE)

Ken Stickland (Chair)

Jim Brown

Brian Burden


The Governance Committee serves as our nominating committee, oversees our governance culture and advises the Board on ways to enhance our governance standards and practices, consistent with changing regulations and emerging best practices. The Governance Committee also monitors:

− Board Composition and Succession – recommends the composition of each committee of the Board. Identifies and recommends qualified director candidates and oversees succession planning for the Board. Manages the composition of the Board to maintain an appropriate mix of skills, diversity and experience.

− Board Evaluation – manages the Board, committee and director assessment process, and assists the Chair in developing an action plan to address any issues or concerns arising from the assessment process.

− Governance Standards and Practices – develops and maintains proper independence practices and a director education program. Maintains key corporate governance policies, including the diversity policy.

2016 Highlights − Reviewed Board composition, diversity (gender, age, and ethnicity), length of service, skills and experience, and

assessed potential director candidates. − Reported on the Board assessment results, which did not raise any material issues. − Assessed and revised committee structures following the resignation of three directors in March 2016. − Reviewed updates on regulatory developments and corporate governance initiatives. − Reviewed and interviewed candidates for new director position. − Presented new director candidate to the Board for approval.

− Approved updates to our code of conduct, anti-bribery, whistle blower and majority voting policies. − Approved updates to our charters for the Board and the committees of the Board. − Reviewed whistle blower reports and ensured appropriate follow up had been taken.

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46

ENVIRONMENT, HEALTH AND SAFETY COMMITTEE (HSE COMMITTEE)

David Halford (Chair)

Michael Heier

Nancy Laird


The HSE Committee monitors our activities to ensure they are conducted in an environmentally responsible manner and that we maintain the integrity of our health and safety policies.

The HSE Committee reviews and monitors: − Environment, health and safety processes and policies – reviews and approves

the environment, health and safety policy. The committee also oversees the annual safety audit plan and the strategies and methods used to improve our environmental, health and safety performance.

− Compliance – reviews our compliance with legal and regulatory requirements relating to environmental, health and safety matters.

− Risk management – monitors the insurable risks related to environment, health and safety issues and evaluates cost/insurance benefits associated with those risks.

2016 Highlights − Reviewed divisional and corporate environment, health and safety reports and performance on a quarterly basis. − Reviewed incidents that occurred throughout the Company, any trends identified and ensured actions

implemented to address areas of concern were appropriate. − Reviewed the HSE objectives, rolling two-year HSE plan and 2016 safety targets.

Code of Conduct We have a written code of conduct for our directors, officers, employees and contractors. All employees are given a copy of the code when they begin working at Trinidad. All administrative personnel and field staff, at or above rig manager level, are required to confirm their understanding and acceptance of the code annually. The Governance committee periodically reviews the code to ensure that it addresses all the necessary issues and regulatory concerns.

If an employee becomes aware of a breach, or possible breach, of the code they are expected to report the issue to their immediate supervisor. If this is not practical, we have established a confidential and anonymous hotline. This encourages employees, directors and officers to raise concerns on a confidential basis free from discrimination, retaliation or harassment. Employees who violate our code of conduct may face disciplinary actions, including dismissal. An independent third party operates this hotline and manages communications. All concerns are reported directly to our President and CEO and to the Chair of the Audit Committee. The Governance Committee reviews the reports and determines the best course of action for investigating any allegations or claims.

A copy of our code of conduct can be found under Trinidad’s profile on SEDAR at www.sedar.com.


EXECUTIVE COMPENSATION


47


At Trinidad, executive compensation is a key component of achieving our strategy, and our programs are designed and governed with this in mind.

This section discusses our executive compensation program and the process we use to make compensation decisions that are appropriately based on our performance. It also tells you how we performed in 2016, the compensation decisions we made this year, and how those decisions reflect our performance.

OUR NAMED EXECUTIVE OFFICERS IN 2016

Brent Conway 1 President

Lesley Bolster Chief Financial Officer

Adrian Lachance Chief Operating Officer, US and International Operations

Randy Hawkings Executive Vice President, Canadian and Mexico Operations

Lyle Whitmarsh 2 Former Chief Executive Officer

1. Mr. Conway was appointed President and Chief Executive Officer, effective March 12, 2017.

2. Mr. Whitmarsh was the Chief Executive Officer of Trinidad from January 10, 2012 to March 12, 2017.

WHERE TO FIND IT

Compensation Discussion and Analysis ....... page 50

Strategy ....................................................... page 50

Compensation Governance ......................... page 55

Program Elements ....................................... page 59

Decision-Making Process ............................. page 62

2016 NEO Compensation Decisions ............ page 64

2016 NEO Compensation Summary ............ page 68

Share Ownership Requirements .................. page 71

Benefits and Perquisites .............................. page 71

Termination and Change of Control ............ page 72

Dear fellow shareholders,

I believe that we have implemented the right strategies to successfully manage the challenging times in our industry over the past few years, and to position the Company well going forward.

A key part of our human resources strategy in 2016 was to prepare Trinidad for a market turnaround. We prepared workforce planning forecasts to clearly understand our recruitment needs at various rig utilization levels. We also developed new streamlined recruitment and onboarding programs that improved our ability to hire and deploy the right people quickly and cost effectively. With these initiatives, we were able to respond quickly to growing customer demand and increase our headcount by approximately 60% from the lows in mid-2016. These new programs will also position us well in 2017, where we expect that increasing activity may result in a tight labour market in some areas.

On the compensation side, we realized the full annual savings from significant cost reduction programs that we implemented in 2015. In addition, other cost savings initiatives were implemented in 2016, including the suspension of the Company match

Message from the Chair, Human Resources and Compensation Committee



48

for Canadian RSP Plan. Going forward into 2017, a key part of our compensation strategy will be to ensure that our compensation and benefits programs remain competitive with improving market conditions.

Key Executive Program Changes in 2016

The Compensation Committee approved a Restricted Share Unit Plan (RSU Plan) during 2016 as a retention strategy to complement the existing Performance Share Unit Plan (PSU Plan). The PSU Plan has company performance metrics that are applied at the time of vesting whereas the RSU Plan does not have performance metrics. Both plans are cash settled. NEOs receive 80% of their target grant in PSUs and 20% in RSUs, and this ratio is 70% in PSUs and 30% in RSUs for other executives in the Company. The high weighting to PSUs is to ensure that executive compensation continues to have a strong link to Company performance.

The Compensation Committee also reviewed its Independent Compensation Advisor, and from this review, a decision was made on August 2, 2016 to appoint Willis Towers Watson as advisor to the committee and senior management.

2016 Performance and Compensation

The following chart shows what was earned by the former CEO during 2016, both as realized and unrealized compensation over a five-year period relative to the total shareholder return (TSR), and it demonstrates the strong relationship between TSR and CEO pay. Realized compensation includes actual base earnings, short-term incentives and PSUs that vested during the year. Unrealized compensation includes the value of unvested PSUs, as at December 31, 2016, which is not reflected in the summary compensation table on page 68. Trinidad’s five-year cumulative TSR relative to its peer group shows that the Company performed on par or better than its peers for the period from 2012 to 2014. For the past two years, Trinidad was below its peer group (see page 54) as a result of weak industry conditions following the CanElson acquisition and the impending maturity of its senior notes. Since that time, the senior notes have been successfully refinanced at a lower interest rate and extended maturity, and the ex-CanElson rigs are actively participating in growing activity levels and contributing positively to Adjusted EBITDA1. The five-year cumulative TSRs for Trinidad and its peer group were below the S&P/TSX Composite Index for most of the period due to the impact of the oil and gas commodity price downturn on the oilfield sector.

1 Readers are cautioned that Adjusted EBITDA does not have standardized meanings prescribed by IFRS – see Non-GAAP Measures on page 81.



49

I would like to thank members of the Committee for their hard work and dedication to carrying out their duties in 2016.

I would encourage shareholders to take some time to read this section of the Information Circular, which explains the executive compensation program and our 2016 compensation decisions in more detail.

Sincerely,

Brian Burden

Chair, Human Resources and Compensation Committee

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Five-year Cumulative Shareholder Return($100 invested in base period)

CEO Realized Compensation CEO Unrealized CompensationTrinidad TSR Peer Group Median TSRS&P/TSX Composite Index



50

Compensation Discussion and Analysis

STRATEGY

Our Compensation Strategy

Our executive compensation strategy supports our goal of delivering strong and consistent results to shareholders over the long term. We pay for performance, with a strong emphasis on variable compensation. Our compensation programs are built with the following four goals in mind:

STRONG AND

CONSISTENT

RESULTS OVER

THE LONGER

TERM

DRIVE

ACCOUNTABILITYby clearly aligning

compensation with individual and corporate

performance

ALIGN TO OUR

STRATEGYby assessing performance

for compensation purposes against the

same financial and non-financial metrics we use to drive performance for

our shareholders

EMPHASIZE THE

LONG TERMby paying compensation

out over time

ATTRACT AND RETAIN

EXECUTIVE TALENTby making sure

compensation is competitive and aligned

to our strategy



51

DRIVE ACCOUNTABILITY

Most of what we pay our executives is awarded as annual and long-term incentives. These incentives are variable and not guaranteed.

We set performance objectives and key targets for incentive plans so executives earn more when performance is strong, and less when performance is down. Annual incentives are funded by Company performance, and individual performance determines each executive’s share of the pool.

Compensation Mix

The Compensation Committee establishes a target compensation mix for each executive level based on the following criteria:

− The executive’s ability to affect results over the long term – more senior roles have a higher percentage allocated to long-term incentive, which is share-based and linked to longer-term performance; and

− Market practice for similar positions in our peer group.

The following outlines the 2016 target compensation mix for the CEO and the average target compensation for the other NEOs:

DRIVE

ACCOUNTABILITY by clearly aligning compensation with individual and corporate performance

23%

23%

54%

CEO Target Compensation

Base Salary

STIP

LTIP30%

27%

43%

Other NEOs' Target Compensation

Base Salary

STIP

LTIP



52

ALIGN TO OUR STRATEGY

We link executive compensation directly to our corporate strategy by incorporating key performance indicators into our short and long-term incentive plans. Absolute performance is measured against our key objectives and relative performance is measured against our peer group.

Key Performance Indicators How they are used in our plans

Financial Metrics

Target Adjusted EBITDA 1 − In our Short-Term Incentive Plan − One-year measure of absolute performance

against our objectives

Target Funds Flow per Share 1 − In our Short-Term Incentive Plan − One-year measure of absolute performance


Return on Gross Assets 1 − In our PSU Plan − Three-year measure of absolute performance


Total Shareholder Return − In our PSU Plan − Three-year measure of relative performance

against our peer group

Non-Financial Metrics

Strategic Objectives − In our Short-Term Incentive Plan − Measures performance against key goals that

drive short and long-term value for the Company

1. Readers are cautioned that Target Adjusted EBITDA, Target Funds Flow per Share and Return on Gross Assets do not have standardized meanings prescribed by IFRS – see Non-GAAP Measures on page 81.

ALIGN TO OUR

STRATEGY by assessing performance for compensation purposes against the same financial and non-financial metrics we use to drive performance for our shareholders



53

EMPHASIZE THE LONG TERM

A key aspect of our executive compensation design is that a significant portion of executive compensation is deferred and is aligned to our share price. We believe that having a longer-term personal investment in the Company aligns the interests of executives and shareholders, encourages our executives to make decisions that will increase shareholder value over time, and at the same time discourages them from taking undue and excessive risks. The chart below demonstrates the various aspects of our compensation program and the timelines associated with their recognition.

2016 2017 2018 2019

Base Salary

Cash

Short-Term Incentive Plan

Cash

Long-Term Incentive Plan

PSUs Vest in 2019

RSUs Vest in 2019

Share Ownership Requirements

Trinidad believes that executives should have a stake in the Company, to align their long-term interests with those of the shareholders. As such, effective March 1, 2012, and amended March 6, 2013, the NEOs and members of the senior management team were required to comply with a series of share ownership guidelines intended to create a stronger and more visible linkage between the interests of Trinidad’s shareholders and the senior management of the Company. These guidelines are summarized as follows:

Employee Category Share Ownership Requirement

Chief Executive Officer 1 3.0x Base Annual Salary

President 1 2.5x Base Annual Salary

Other Named Executive Officers 1.5x Base Annual Salary

All Other Senior Managers – Vice President level positions, as designated by the CEO

1.0x Base Annual Salary

1. Effective March 12, 2017, the roles of the President and Chief Executive Officer are held by one individual, Mr. Conway. The Compensation Committee intends to reassess the share ownership requirements for this role.

Please see page 71 for a summary of the share ownership levels of our NEOs.

EMPHASIZE THE

LONG TERM by paying compensation over time



54

ATTRACT AND RETAIN EXECUTIVE TALENT

Our programs are designed to attract, retain and motivate high-calibre executives to achieve our goals. We benchmark our compensation against the companies we compete with for executive talent and customers, and that are comparable to us.

The peer group used for NEO compensation benchmarking consists of drilling and energy services companies that are active in North America. The selection of peer group companies is determined based on size relative to Trinidad on revenues, assets, market capitalization and enterprise value. We target being within the 25th percentile and 75th percentile ranking of selected peer group companies on these metrics. In addition, US based companies are included in the peer group given that a significant portion of Trinidad’s business is US-based.

The peer group is reviewed and approved annually by the Compensation Committee to ensure that it remains relevant in the determination of NEO compensation.

The 2016 peer group consisted of:

Company Name Head Office Location

Basic Energy Services, Inc.1 Fort Worth, Texas

Calfrac Well Services Ltd. Calgary, Alberta

Canadian Energy Services & Technology Corp. Calgary, Alberta

Canyon Services Group Inc. Calgary, Alberta

Ensign Energy Services Inc. Calgary, Alberta

Key Energy Services, Inc.1 Houston, Texas

Parker Drilling Company Houston, Texas

PHX Energy Services Corp. Calgary, Alberta

Pioneer Energy Services Corp. San Antonio, Texas

Precision Drilling Corporation Calgary, Alberta

Savanna Energy Services Corp. Calgary, Alberta

Secure Energy Services Inc. Calgary, Alberta

Seventy Seven Energy Inc.1 Oklahoma City, Oklahoma

Total Energy Services Inc. Calgary, Alberta

Trican Well Service Ltd. Calgary, Alberta

Western Energy Services Corp. Calgary, Alberta

1. Basic Energy Services, Inc.; Key Energy Services, Inc.; and Seventy Seven Energy Inc. were delisted from the NYSE following bankruptcy or insolvency proceedings, and therefore, were not included in our TSR calculations.

The 2016 peer group reflects no addition or deletions from the 2015 peer group. Three of the companies entered into bankruptcy or insolvency proceeding during 2016, and therefore, were excluded from the TSR calculations. The peer group will be re-evaluated in 2017.

ATTRACT AND

RETAIN EXECUTIVE

TALENT by making sure compensation is competitive and aligned to our strategy



55

MANAGEMENT

For compensation benchmarking below the NEO level, Trinidad uses data collected from a number of sources including the Canadian Mercer Total Compensation Survey for the Energy Industry and the Petroleum Services Association of Canada (PSAC) Total Compensation Survey Report. Based on the geographic diversification of its business operations, Trinidad will also use local market data as required to ensure that employee compensation is competitive.

COMPENSATION GOVERNANCE

The Board is responsible for executive compensation at Trinidad. The Compensation Committee is responsible for our compensation programs and practices, and works in collaboration with the executive team and Governance Committee (as required) when making decisions affecting compensation. The Compensation Committee also receives advice from a qualified independent third party, Willis Towers Watson.

About the Compensation Committee

The Compensation Committee is comprised of four independent directors who have a broad base of experience with respect to compensation matters. Their current or prior positions at senior levels in their organizations have required them to manage the implementation and/or operation of incentive programs. Working in conjunction with the human resources function on compensation matters has also provided them with experience on issues such as succession planning, compensation programs, defining targets and determining overall compensation at the senior management level. None of the directors currently on this committee has ever been an executive with Trinidad.

SHAREHOLDERS BOARD

GOVERNANCE COMMITTEE

collaborates with the Human Resources and

Compensation Committee

CEO & PresidentCFO

Vice President, Human Resources

COMPENSATION COMMITTEE

reponsible for our overall compensation program

and practices

CEO & PresidentCFO


INDEPENDENT ADVISOR

Elect

Consults Advises

Reports Reports

All directors on the Compensation Committee are independent

Reports



56

Members On the Committee Since

Brian Burden (Chair) 2013

Jim Brown 2015

Nancy Laird 2016

Ken Stickland 2005

Brian Burden (Chair)

Mr. Burden has over 25 years of experience as a senior financial professional. He was the Chief Financial Officer of TransAlta Corporation from 2005 to 2010. Prior to that he served as the Chief Financial Officer of Molson Inc. Through his career he has gained experience in both executive compensation and general compensation matters.

Jim Brown

Mr. Brown has over 28 years of experience in the oil and gas industry, including serving as Vice President of Finance and Chief Financial Officer at High Point Resources Inc., Terraquest Energy Corporation, Richland Petroleum Corporation and Dorset Exploration Limited. Through his career he has gained experience in both executive compensation and compensation matters which he has brought to his role on the Compensation Committee since February 2015.

Nancy Laird

Ms. Laird is a corporate director with more than 30 years of experience in the energy industry. She has held senior positions in several major energy companies and has a diverse background in managing energy trading and marketing, midstream assets, information technology and environmental portfolios. Ms. Laird served as Senior Vice President of Marketing and Midstream for Encana Corporation and PanCanadian Energy Corporation, a predecessor of Encana, from 1997 until 2002. She serves as a director of Keyera Corp. (a public listed company), Business Development Bank of Canada (a crown corporation), as well as private company FilterBoxx Water and Environmental Corp. and various not-for-profit organizations. Through her career she has gained experience in both executive compensation and general compensation matters.

Ken Stickland

Mr. Stickland is an independent businessman. Prior to that he was the Chief Business Development Officer (previously Chief Legal Officer) at TransAlta Corporation. He was responsible for TransAlta’s Canadian growth initiatives, and prior to that was responsible for managing and directing all of the legal affairs, regulatory affairs, overseeing sustainable development and government relations, environment, health and safety, corporate security and the country managers for the Australian and Mexican operations. He also served as a partner with the Calgary-based law firm of Burnet, Duckworth & Palmer LLP and has over 20 years of experience in the area of commercial law with a specific focus on energy-related matters. Mr. Stickland is currently a director at Whitecap Resources Inc. Through his career he has gained experience in both executive compensation and general compensation matters.



57

Independent Advice

The Compensation Committee retains the services of an independent compensation consultant annually. The independent compensation consultant appointed by the Compensation Committee is responsible for:

− providing assistance in the development of a peer group; − providing market data for the peer group and the energy services industry as a

whole; − providing information on trends in executive and management compensation

that may impact the Company's ability to recruit and retain such employees; − providing research support and recommendations on individual employee

compensation as required by management; − providing the Compensation Committee with independent information for the

compensation of the NEO’s and other senior managers to be used by the Compensation Committee in making compensation decisions; and

− providing the Compensation Committee with information and advice on executive compensation disclosure and identifying regulatory changes or best practices as necessary.

On August 2, 2016, the Compensation Committee appointed Willis Towers Watson as the

independent compensation consultant in 2016. For the years ended December 31, 2016

and 2015, Trinidad paid the following consulting fees to Mercer and Willis Towers

Watson:

Consultant Fees 2016

($) 2015

($)

Mercer1 19,627 64,290

Willis Towers Watson 21,285 -

All Other Fees - -

Executive Compensation Related Fees 40,912 64,290

1. Amounts paid to Mercer in 2015 exclude $16,764 related to a compensation survey.

With the pre-approval of the Compensation Committee, management retained the services of Willis Towers Watson in the administration of the compensation program or for other compensation related matters from time to time.



58

Risk Management

As part of the annual management and oversight of the programs, the Compensation Committee considers whether or not the programs or any of its related compensation plans or practices creates undue risk for the Company. The Compensation Committee consults with the Governance Committee as required on these matters.

In an effort to prevent such undue risk from developing, the Compensation Committee has adopted two major program features which place limitations on compensation as follows:

− The Compensation Committee reviews and tests the corporate objectives that are established each year to ensure that they do not encourage any actions or behaviour that would have an adverse effect on stakeholders. Following this review, the corporate objectives are then recommended to the Board for approval.

− The Compensation Committee has established thresholds in the incentive plans limiting the maximum that could be paid to NEOs in any plan year. These limitations restrict and/or eliminate any financial gain that could be derived from the manipulation of Trinidad’s results and reduce the possibility that any NEO would take actions that could have a material adverse effect on the Company.

Discretion

All compensation plan design and pay decisions are made within the context of organizational performance and market factors. The Board can use its discretion to adjust incentive plan awards in considering these factors.



59

PROGRAM ELEMENTS

The NEO compensation program includes direct compensation (base salary, short and long-term incentives) and indirect compensation (RSP, group benefits and perquisites).

Component Purpose Form Performance Period

Pay at Risk Profile

Direct Compensation

Base Salary Compensates executives for fulfilling their day-to-day responsibilities, including leadership and management skills

Cash One year Minimal risk

Short-Term Incentive Plan (STIP)

Rewards executives for meeting annual corporate objectives (financial and non-financial) and individual annual objectives

Cash One year Moderate risk

Long-Term Incentive Plan (LTIP)

Rewards executives for creating and sustaining shareholder value over three years

PSUs 35 months Significant risk

RSUs 35 months Moderate risk

Indirect Compensation

Retirement Savings

Provides a source of retirement income

Contributory RSP Plan

Ongoing1 No risk

Group Benefits

Invests in employee health and well-being

Group life, AD&D, disability, extended health and dental

Ongoing No risk

Perquisites Market competitive perquisites that vary based on level

Taxable allowances or perquisites

Ongoing No risk

1. The RSP plan was suspended in the second quarter of 2016. The plan was reinstated in the first quarter of 2017.



60

About the Short-Term Incentive Plan (STIP)

Purpose To reward annual performance in a way that supports our strategic plan

Who participates All eligible employees, including NEO and other senior management

How we determine the award The amount of the award depends on the executive’s STIP target, the corporate performance factor, and his or her individual performance (see below)

Payout Cash

How We Determine the STIP Award

Base Salary x STIP Target (% of base salary)

x

Corporate Performance Factor (see below)

Minimum: 0% Cap: 200%

x

Individual Performance Factor


=

STIP Award


Set at the beginning of the year.

Varies by job level and local market.

Determines the size of the STIP pool.

Based on our performance against financial and non-financial objectives.

The Compensation Committee can make adjustments at its discretion.

Based on the executive’s performance against individual goals established at the beginning of the year.

Calculating the Corporate Performance Factor

Financial Objectives

Weighting: 45%

+

Strategic Objectives

Weighting: 55%

=

Corporate Performance Factor


Target Adjusted EBITDA 1 25% weighting Target Funds Flow per Share1 20% weighting

Focuses on key objectives that create shareholder value.

Includes three to six key objectives based on importance and impact.

1. Readers are cautioned that Target Adjusted EBITDA and Target Funds Flow per Share do not have standardized meanings prescribed by IFRS - see Non-GAAP Measures on page 81.

To see how this process was applied in 2016, refer to 2016 NEO Compensation Decisions on page 64.

STIP Example

Base Salary $100,000 STIP Target 25% Corporate Performance Factor 105% Individual Performance Factor 110%

Example Calculation

$100,000 x 25% x 105% x 110% = $28,875 STIP Bonus



61

About the Long-Term Incentive Plan (LTIP)

Purpose To reward strong sustained performance over a three-year time frame, and link the interests of NEOs, senior management and shareholders.

How we determine the LTIP grant

The amount of the award grant depends on the NEOs LTIP target and our share price at the time of grant. Adjustments to the target grant can be made based on the executive’s sustained performance during the year and leadership potential based on the Company’s succession plan (see below).

Form of award PSUs and RSUs

How we determine LTIP realized pay

LTIP realized pay is determined based on the PSU grant adjusted for dividends, the LTIP performance factor and company share price at the time of vesting (see below).

How We Determine the LTIP Grant

The percentage of PSUs and RSUs is granted based on organizational level. For NEOs the percentages are 80% PSUs and 20% RSUs and for other executives it is 70% PSUs and 30% RSUs. Please see below for more details.

Base Salary x LTIP Target (% of base salary)

÷ Share price = PSUs and RSUs Granted

Reviewed annually with peer group data.

Varies by job level.

Weighted average 20-day share price established in January of each grant year.

May be adjusted based on sustained performance and leadership potential.

Calculating the LTIP Realized Pay - PSUs

PSUs Granted x

LTIP Performance Factor


x Share price = PSU Realized Pay

PSUs granted three years prior, adjusted for dividends.

Factor considers three-year Total Shareholder Return (TSR) weighted at 50%, and three-year Return on Gross Assets1 weighted at 50%.

Weighted average five-day share price prior to the vesting date.

Calculating the LTIP Realized Pay - RSUs

RSUs Granted x Share price = RSU Realized Pay

RSUs granted three years prior, adjusted for dividends.

Weighted average five-day share price prior to the vesting date.

1. Readers are cautioned that Return on Gross Assets does not have standardized meanings prescribed by IFRS - see Non-GAAP Measures on page 81.



62

DECISION-MAKING PROCESS

Our compensation process involves management, the Compensation Committee, advice from third party advisors, and the Board for final approval. The process involves a number of steps.

1. Review the Executive Compensation Program

2. Independent Advisors

3. Choose Performance Objectives and Targets

4. Set Targets for NEO Compensation

5. Review Corporate Performance

6. Review Individual Performance

7. Award Compensation

1. Review the Executive Compensation Program

Our executive compensation program is reviewed by management including how it supports our strategy and how it compares with our competitors using market data, research and perspective from external consultants.

2. Independent Advisors

Independent advisors are asked to provide advice and guidance to management on the design of our plans.

Management then presents its analysis and recommendations to the Compensation Committee. The Compensation Committee reviews the recommendations and consults with its independent advisor (as required) prior to presenting recommendations to the Board for final approval.

3. Choose Performance Objectives and Targets

Business performance objectives and targets are determined for the incentive plans, including each business line, and in each country. The Compensation Committee reviews performance objectives and targets, and then recommends them to the Board for approval.

The President and Chief Executive Officer reviews the annual deliverables that will be used to assess the individual performance of each of the other NEOs, making sure that these support our strategy. The President and Chief Executive Officer will also present his own annual deliverables to the Board for approval in the context of corporate goals and long-term strategy.

4. Set Targets for NEO Compensation

Target compensation is determined for NEOs by reviewing peer group data provided by independent advisors. Target total compensation is generally set at the median of the defined peer group companies.

5. Review Corporate Performance

Performance against corporate performance objectives and key targets are recommended by management to the Compensation Committee for review. The Compensation Committee reviews these recommendations and provides their recommendations to the Board. The Compensation Committee meets in-camera as required to discuss executive compensation matters. The Board always reserves the right to adjust recommendations if Trinidad delivers results that are significantly below expectations.



63

6. Review Individual Performance

The President and Chief Executive Officer reviews the performance and compensation of NEOs:

− Assesses NEO performance against their annual deliverables − Recommends NEO salary, short and long-term incentive plan awards to the

Compensation Committee

The Compensation Committee completes an assessment of the President and Chief Executive Officer’s individual performance in leading us towards meeting our goals, and setting and executing against our long-term strategy, including:

− Trinidad’s overall performance − Implementation of strategies that increase shareholder value − Achievement of annual deliverables

7. Award Compensation

The Compensation Committee reviews the President and Chief Executive Officer’s recommendations for the other NEOs and provides recommendations to the Board for approval.

The President and Chief Executive Officer is not involved in determining his own compensation. The Compensation Committee reviews the President and Chief Executive Officer’s self-assessment and consults with other Board members before making its final recommendation to the Board.

A critical component of the compensation program is the provision of long-term incentives to executives and other senior staff to ensure that a clear link exists between employee compensation and the growth of shareholder value. Long-term incentives also provide an important element of executive retention. The Compensation Committee recognizes that the drilling and energy services industry is highly cyclical and as a result significant retention challenges develop when the market returns to growth and the demand for qualified and experienced personnel becomes extremely competitive. Accordingly, the Compensation Committee believes that the use of long-term incentives is critical to ensuring the continuity of organizational management and business operations during these business cycles. The program consists of the following plans:

− PSU Plan – awards under this plan are provided to NEOs and other executives, as well as senior level directors and managers.

− RSU Plan – awards under this plan are provided to NEOs and other executives, as well as senior level directors and managers.

− Stock Option Plan (SOP) – awards under this plan are provided to Canadian-based mid-level managers.

− Stock Appreciation Rights Plan (SARS) – awards under this plan are provided to mid-level managers outside of Canada.

Awards under the LTIP depend on target levels based on organizational level and the

process discussed on page 67. Previous grants are not taken into account when

considering new grants.



64

2016 NEO COMPENSATION DECISIONS

NEO Base Salaries

The base salary for each NEO is evaluated based on a comparative analysis against Trinidad’s peer group and the total overall mix of compensation. The Compensation Committee, with the assistance of the Company’s independent compensation consultant, benchmarks base salary to determine whether adjustments are required to maintain a competitive market position. Other factors that affect the determination of base salary include the quality of the position match versus the peer group, the level of duties and responsibilities, and the experience and skills of the NEO. Base salary is reviewed annually.

The following table outlines NEO annual base salaries as at February 1, 2017, December 31, 2016, and December 31, 2015. The Compensation Committee has reviewed our expected 2017 NEO compensation against the NEO compensation program’s key objectives and voted to partially re-instate previously reduced NEO compensation for 2017, effective February 1, 2017. The committee will continue to monitor industry conditions and relevant compensation levels where necessary.

Employee

Salary at February 1,

2017 ($)

Salary at December 31,

2016 ($)

Salary at December 31,

2015 ($)


414,000 372,600 372,600


313,200 281,880 281,880


341,100 306,990 306,990


320,000 288,000 288,000


540,000 486,000 486,000

1. Mr. Conway was appointed President and Chief Executive Officer, effective March 12, 2017. 2. Mr. Whitmarsh was the Chief Executive Officer from January 10, 2012 to March 12, 2017.

Short-Term Incentive Plan

For 2016, given the impact of falling commodity prices and reduced business activity on Target Adjusted EBITDA3, a cap on STIP awards was implemented to ensure that funding was consistent with historical levels relative to Target Adjusted EBITDA performance. After applying the cap, the corporate performance factor (see below) was adjusted to 63%. We expect this cap to be eliminated when market conditions normalize.

3. Readers are cautioned that Target Adjusted EBITDA does not have standardized meanings prescribed by IFRS – see Non-GAAP Measures on page 81.



65

Corporate Performance

The energy industry in most parts of the world experienced significant challenges in 2016 with the drop in commodity prices. These price reductions forced most oil and gas producers to substantially reduce their exploration budgets in 2016, and as a result Trinidad experienced significant reductions in utilization and dayrates as more companies competed for less work. Our Target Adjusted EBITDA1 for 2016 was $167.8 million, with a threshold minimum of $142.7 million and a maximum of $201.4 million. Actual Adjusted EBITDA1 in 2016 was $143.0 million, lower than Target Adjusted EBITDA as the impact of weak customer demand drove lower than expected utilization. This was partly offset by early termination and standby revenue received in 2016 and the impact of cost control measures. Actual Adjusted EBITDA in 2016 exceeded our minimum threshold Target Adjusted EBITDA, triggering payout under the STIP.

Target Funds Flow per Share1 for 2016 was $0.36 per share, with a minimum threshold of

$0.31 per share and a maximum threshold of $0.43 per share. Actual Funds Flow per

share in 2016 were $0.28 per share, below the minimum threshold largely due to the

items affecting Adjusted EBITDA, discussed above. As a result of not meeting the

threshold for Funds Flow per Share, there was no contribution from this key objective

towards the STIP calculation in 2016.

Target Adjusted EBITDA and Target Funds Flow per share for 2016 were set at the

beginning of 2016. After considering our corporate performance against these financial

objectives and the strategic measure outlined in the table below, the Board approved a

corporate performance factor of 63% based on overall 2016 performance.

The chart on the page illustrates the calculation of the corporate performance factor.

This factor was used in the calculation of NEO Short-Term Incentive awards.

Key Objective Weighting

(%) Threshold

Min Target Threshold

Max Actual

Financial

Target Adjusted EBITDA 1

($ millions) 25% 142.7 167.8 201.4 143.0

Target Funds Flow per Share 1

($ per share) 20% 0.31 0.36 0.43 0.28

Strategic

Capital Budget Management

20% N/A N/A N/A See below

Cost Structure Management

20% N/A N/A N/A See below

Quality Management 15% N/A N/A N/A See below

1. Readers are cautioned that Target Adjusted EBITDA, Adjusted EBITDA and Target Funds Flow per Share do not have standardized meanings prescribed by IFRS - see Non-GAAP Measures on page 81.



66

Strategic Objectives

Capital Budget Management

Our 2016 capital budget was set at $30 million and was allocated to maintenance and infrastructure in order to maintain our existing fleet. As commodity prices increased and customer demand began to improve during the year, an additional $15 million was approved to be spent on select upgrades based on management discretion and industry conditions. In 2016, we spent $44 million on capital expenditures, with approximately $25 million directed towards upgrading our fleet to meet changing customer demand and maintain the marketability of our fleet, in line with our approved budget. In addition, our portion of Trinidad Drilling International joint venture's capital spending was $6 million.

Cost Structure Management

We implemented significant cost reduction initiatives that affected many areas of Trinidad’s operations and administration, including reductions in staffing levels, salaries and field pay rates, vendor costs, travel, meals and entertainment, professional fees, benefit programs and facility costs. These initiatives were required in response to reduced business activity and dayrate pressures resulting from lower commodity prices.

Quality Management

During 2016, good progress was made towards the implementation of our quality management system across the Company and this multi-year project continues to be on track.

Individual Performance

The Compensation Committee and the Board reviewed the individual performance of the former CEO and other NEOs. Following these reviews, the Board concluded that NEOs exceeded expectations in a very challenging business environment, resulting in an average performance multiplier of 120%. The NEOs’ multiplier was affected by the EBITDA cap of 63%, giving an average adjusted multiplier of 75.6%. This result is reflected in the Short-Term Incentive Plan awards outlined in this Information Circular.



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Long-Term Incentive Plan

A critical component of the compensation program is the provision of long-term incentives to executives and other senior staff to ensure that a clear link exists between employee compensation and the growth of shareholder value. Long-term incentives also provide an important element of executive retention. The Compensation Committee recognizes that the drilling and energy services industry is highly cyclical and as a result significant retention challenges develop when the market returns to growth and the demand for qualified and experienced personnel becomes extremely competitive. Accordingly, the Compensation Committee believes that the use of long-term incentives is critical to ensuring the continuity of organizational management and business operations during these business cycles. The program consists of the following plans:

− PSU Plan – awards under this plan are provided to NEOs and other executives, as well as senior level directors and managers.

− RSU Plan – awards under this plan are provided to NEOs and other executives, as well as senior level directors and managers.

− Stock Option Plan (SOP) – awards under this plan are provided to Canadian-based mid-level managers.

− Stock Appreciation Rights Plan (SARS) – awards under this plan are provided to mid-level managers outside of Canada.

The Board approved funding of the Long-Term Incentive Plans, including NEOs and executives.



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2016 NEO Compensation Summary

SUMMARY COMPENSATION TABLE

The following table provides a summary of the compensation paid or awarded to each NEO during the last three years. Amounts earned, but not paid, are reflected in the period in which the compensation was earned.

Name and principal position Year Actual Base Earnings ($)

Short-Term Incentive Plan 1 ($)

Long-Term Incentive Plan 2 ($)

All Other Compensation 3

($)

Total Compensation ($)

Brent Conway4 2016 372,600 281,686 920,000 60,823 1,635,109

President 2015 414,383 367,972 920,000 53,746 1,756,101

2014 421,821 577,558 1,627,677 60,749 2,687,805

Lesley Bolster 2016 281,880 213,101 522,000 30,056 1,047,037

Chief Financial Officer 2015 313,490 278,379 522,000 32,686 1,146,555

2014 306,003 436,935 923,531 33,787 1,700,256

Adrian LaChance 2016 306,990 232,084 568,500 31,687 1,139,261

Chief Operating Officer, US and International Operations

2015 341,416 303,177 568,500 29,127 1,242,220

2014 332,707 475,857 1,005,796 30,151 1,844,511

Randy Hawkings5 2016 288,000 163,296 320,000 32,872 804,168

Executive Vice President, Canadian and Mexico Operations

2015 124,718 95,292 320,000 8,629 548,639

Lyle Whitmarsh6 2016 486,000 - - 28,053 514,053

Former Chief Executive Officer

2015 540,500 479,974 1,410,000 45,062 2,475,536

2014 600,000 753,336 2,494,591 44,843 3,892,770

1. The Short-Term Incentive Plan includes the cash bonus amounts earned under this Plan. Cash bonuses are paid in the following year, after financial results are finalized.

2. Long-Term Incentive Plan awards represent the grant date fair value of PSU and RSU awards. The grant date fair value is a theoretical expected value calculated at the date of the grant, based on the 20-day volume weighted average share price of the common shares preceding the grant and may differ from the actual amounts paid at the time the award vests. PSUs and RSUs earned from services performed in the current year are not granted until the first quarter of the following year. As a result, no compensation expense has been recognized in the December 31, 2016 consolidated financial statements related to the 2016 awards as the PSUs were not granted until 2017. The 20-day volume weighted average share price from January 1 and January 20, 2017 was $3.2957. No RSUs were granted in 2016.

3. Each NEO may participate with other employees in the Group Plan which includes Group RSP, dental and health benefits, disability plans, AD&D and life insurance, and perquisites.

4. Mr. Conway was appointed President and Chief Executive Officer, effective March 12, 2017. 5. Mr. Hawkings joined Trinidad as part of the CanElson acquisition in August 2015. Actual base earnings for 2015 include the post acquisition period

only. The 2015 Short-Term Incentive Plan award reflects a discretionary value from closing to year end. All Other Compensation reflects the amount paid from closing date of the transaction to the end of 2015.

6. Mr. Whitmarsh was the Chief Executive Officer from January 10, 2012 to March 12, 2017. He did not receive any compensation for acting as a director of the Company while also acting as CEO. A final compensation payment for Mr. Whitmarsh is currently being reviewed.

7. The aggregate compensation paid to the NEOs for the year ended December 31, 2016 was $5,139,628.



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OUTSTANDING LONG-TERM INCENTIVE PLAN AWARDS (PSUS)

The following table shows, for each NEO, the market value of PSUs (share-based awards) that have not vested and are issued and outstanding at December 31, 2016.

1. Amount includes PSUs which are cash units, and not an option exchangeable for a share. The value of the share-based awards that have not vested are recorded at the fair value using a five-day volume weighted average share price for the common shares preceding December 31, 2016 of $3.3364.


Share Based - Performance Share Units 1

Name

Number of PSUs that have not Vested

(#)

Market Value of PSU’s that have not

Vested ($)


889,415 2,967,444


504,644 1,683,694


549,599 1,833,682


185,174 617,815


1,363,125 4,547,930



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INCENTIVE PLAN AWARDS - VALUE VESTED OR EARNED DURING THE YEAR

The following table shows the value vested or earned on share-based awards and non-equity incentive plan compensation for each of the NEOs during the fiscal year ended December 31, 2016.

Name

Share-Based Award Value Vested

During the Year1 ($)

Non-equity Incentive Plan Compensation

Value Earned During the Year

($)


355,392 281,686


279,522 213,101


301,482 232,084


- 163,296


598,975 -

1. Share-based awards represent the payment for PSUs that vested on December 1, 2016 using the five-day volume weighted average share price of the common shares of $2.7141.




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SHARE OWNERSHIP REQUIREMENTS

Effective in 2010, and amended March 1, 2012 and March 27, 2013, NEOs and senior managers are required to meet share ownership requirements. NEOs and senior managers have a period of five years to meet these requirements from the later of the effective date of the policy and the date on which the employee was hired or promoted into their position. Management conducts a share ownership test annually and reports the level of compliance to the Compensation Committee.

As at March 24, 2017, share ownership for the Named Executive Officers' holdings were as follows:

Name

Value of Shares 1

($)

Minimum Ownership

Requirements ($)

Minimum (x)

Requirement Met

(Yes/No)


2,704,595 1,035,000 2.61 Yes


1,480,542 469,800 3.15 Yes


2,299,884 511,650 4.50 Yes


3,979,414 480,000 8.29 Yes

1. Value includes common shares and share-based awards. Value is based on the closing price on March 23, 2017 of $2.22 for common shares and share-based awards. No option-based awards were granted to NEOs in 2016 and no option-based awards were held by NEOs in 2016 as a result of prior grants. There were no option-based awards outstanding at March 24, 2017.

2. Mr. Conway was appointed President and Chief Executive Officer, effective March 12, 2017. Share ownership guidelines for the combined role of President and Chief Executive Officer are currently under review.

BENEFITS AND PERQUISITES

Trinidad provides standard benefits and perquisites as part of its competitive compensation package in order to attract and retain talented individuals. These benefits, available to all employees including the NEOs, include dental and health benefits, short-term disability plans, accidental death and dismemberment and life insurance. In addition, senior employees receive parking benefits, company vehicles and/or vehicle allowances as required by their positions. Individually, the perquisites did not exceed $61,000 or 10% of any NEOs total compensation in 2016.

Employee Group RSP Stock Purchase Plan

Effective February 1, 2003 and as amended on May 1, 2005, Trinidad introduced an employee group Registered Retirement Savings Plan (RSP) share purchase plan (the Group Plan). As a result of weak market conditions and cost cutting measures, the RSP plan was suspended in the second quarter of 2016, but reinstated in the first quarter of 2017.



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The purpose of the Group Plan is to provide employees, including NEOs, with a program that encourages retirement savings through the regular purchase of common shares in the open market. To participate in the Group Plan, an employee must make a contribution into either the employee's RSP or the employee's spousal RSP. This investment can include but is not restricted to common shares. Trinidad will then contribute an amount equal to the employee's regular monthly contribution up to a maximum of 2.5% of monthly income into common shares.

TERMINATION AND CHANGE OF CONTROL

Trinidad has entered into executive employment agreements (the "Executive Employment Agreements" or "EEAs") dated February 1, 2003 with Lyle Whitmarsh, former Chief Executive Officer and Brent Conway, President and Chief Executive Officer. In addition, agreements were entered into with Lesley Bolster, Chief Financial Officer dated January 1, 2012 and amended on November 3, 2015; Adrian Lachance, Chief Operating Officer, US and International Operations dated March 1, 2012 and amended on November 3, 2015; and Randy Hawkings, Executive Vice President, Canadian and Mexico Operations dated August 11, 2015 (the "Agreement Executives").

The material provisions of the Executive Employment Agreements for Lesley Bolster, Adrian Lachance and Randy Hawkings are substantially identical to each other except for their specific duties. Each Executive Employment Agreement is for an indefinite period unless terminated by either Trinidad or the Agreement Executive in accordance with the provisions as described below.

The EEA with Lyle Whitmarsh and Brent Conway contain that during their employment, and for a period of six months thereafter, they will not initiate contact with any employee or executive of Trinidad for the purposes of offering alternative employment or business opportunities and, that they not solicit Trinidad’s customers. In the case of Lesley Bolster, Adrian Lachance and Randy Hawkings these covenants are for the duration of their employment and for a period of twelve months thereafter.



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Change of Control

Executive Employment Agreements

Each Executive Employment Agreement defines a "change of control" as any transaction or agreement which results in a change of control and which is made in respect of the common shares of Trinidad. In the event of a change of control, as defined in the Executive Employment Agreements for Lyle Whitmarsh (former CEO) and Brent Conway, an Agreement Executive may, within six months of the effective date of such change of control, provide Trinidad with 30 days written notice of his intention to terminate his employment for "Good Reason". In the case of Lesley Bolster, Adrian Lachance and Randy Hawkings the Agreement Executive may, within 90 days of the effective date of the change of control, provide notice of his or her intention to terminate his or her agreement for “Good Reason”. Good Reason is defined in the Executive Employment Agreements as any of:

− The assignment of any duties or responsibilities to the executive that are inconsistent with the status of an executive officer of the corporation or a material alteration in the nature or status of his duties or responsibilities or reporting relationship from those in effect immediately prior to the change of control;

− a reduction in the Agreement Executive's base annual salary; − the relocation of the Agreement Executive; − the failure by the company to continue to provide comparable incentive

compensation plans to the Agreement Executive; − the failure by the company to provide comparable benefits and perquisites to the

Agreement Executive; or − the failure by the company to assume the terms of the Executive Employment

Agreement.

Upon providing Trinidad with such notice, Trinidad shall make payment to the Agreement Executive including all accrued entitlements as per the terms of the agreement and as outlined in the table below.

Incentive Option Plan

The Incentive Option Plan contains standard adjustment and anti-dilution provisions in the event of a merger, amalgamation, arrangement or sale of substantially all of the assets of Trinidad or if there is a subdivision, consolidation or reclassification of the common shares. Additionally, the Incentive Option Plan provides for the acceleration of the vesting period for Incentive Options granted if a take-over bid, which is not exempt from the take-over bid requirements of the ASA (Securities Act (Alberta)), is made for the common shares.



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PSU and RSU Plans

For the purposes of the PSU and RSU Plans, a change in control means: (i) Trinidad merges into or amalgamates (pursuant to a statutory amalgamation, statutory plan of arrangement or otherwise) with any other entity, and, as a result, any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity, or any persons acting jointly or in concert with the foregoing, is or becomes the beneficial owner, directly or indirectly, of securities of Trinidad representing more than 50.1% of the combined voting power of Trinidad's then outstanding securities entitled to vote in the election of the directors of Trinidad; (ii) Trinidad sells all or substantially all of its assets and undertakings to an entity which is not an affiliate of Trinidad; or (iii) a take-over bid (as defined in the ASA) which is not exempt from the take-over bid requirements of the ASA are made for the common shares and, as a result, any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity, or any persons acting jointly or in concert with the foregoing, is or becomes the beneficial owner, directly or indirectly, of securities of Trinidad representing more than 50.1% of the combined voting power of Trinidad's then outstanding securities entitled to vote in the election of the directors of Trinidad (collectively, a "PSU and RSU Change in Control").

Following a PSU and RSU Change in Control and notwithstanding any other provision of the PSU and RSU Plans, all PSUs and RSUs granted to a NEO which have not yet vested but become Vested PSUs and RSUs on or before the date of the PSU and RSU Change in Control event shall immediately vest on the date of the PSU and RSU Change in Control event and become Vested PSUs and RSUs and the NEO shall receive a payout in respect of each Vested PSU and RSU as soon as practicable after the date of the PSU and RSU Change in Control event and in any event prior to the expiry date of the Vested PSUs and RSUs. Any Vested PSUs and RSUs credited to the NEO's account as of the date of the PSU and RSU Change in Control event (which do not include any PSUs and RSUs that vest as a result of the PSU and RSU Change in Control event) will remain payable in accordance with the terms of the PSU and RSU Plans and the NEO shall receive a payout in respect of each such Vested PSU and RSU as soon as practicable following the regular payment date of such PSUs and RSUs and in any event prior to the expiry date of such PSUs and RSUs.



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Estimated Payments upon Certain Termination of Employment Events

The following table summarizes the incremental payments in the following circumstances:

− if an NEO was terminated due to termination without cause; or − if an NEO was terminated due to termination without cause and in the event of a

change of control; or − the NEO elected to terminate his/her employment for Good Reason as a result of

a change of control; and − in each case had such events occurred on December 31, 2016.

Name Salary 1

($)

Annual Incentive 2

($)

PSU Plan Payments 3

($)

Benefits and Perquisites 4

($) Total

($) Brent Conway 5 President

745,200 372,600 2,967,444 29,808 4,115,052


422,820 422,820 1,683,694 22,550 2,551,884


460,485 460,485 1,833,682 24,559 2,779,211


432,000 324,000 617,815 23,040 1,396,855


972,000 486,000 4,547,930 38,880 6,044,810

1. Represents the NEO's 2016 base annual salary multiplied by the severance period of 24 months in the case of Lyle Whitmarsh and Brent Conway and base annual salary multiplied by the severance period of 18 months for Lesley Bolster, Adrian Lachance and Randy Hawkings.

2. Based on the NEO’s 2016 target annual incentive bonus multiplied by the severance period of 12 months in the case of Lyle Whitmarsh and Brent Conway and 18 months for Lesley Bolster, Adrian Lachance and Randy Hawkings.

3. Represents the full amount of the outstanding PSUs at December 31, 2016 to be paid upon a Change of Control. PSUs are valued at the volume weighted average share price for the five days preceding December 31, 2016 of $3.3364.

4. Represents 8% of base annual salary. 5. Mr. Conway was appointed President and Chief Executive Officer, effective March 12, 2017. 6. Mr. Whitmarsh was the Chief Executive Officer from January 10, 2012 to March 12, 2017.



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The following table sets forth the maximum payments that may have been paid to Agreement Executives had employment of such executives been terminated as a result of death or retirement on December 31, 2016. All such payments are subject to Committee approval. No incremental salary, incentive bonus or benefits payments would have become payable.

Name PSU Plan Payments 1

($)

Brent Conway2 President

2,967,444


1,683,694


1,833,682


617,815

Lyle Whitmarsh3 Former Chief Executive Officer

4,547,930

1. Represents the full amount of the outstanding PSUs at December 31, 2016. PSUs are valued at the volume weighted average share price for the five days preceding December 31, 2016 of $3.3364.


EQUITY COMPENSATION PLANS


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Securities Authorized for Issuance Under Equity Compensation Plans The following table provides an aggregate summary of all equity compensation plans previously approved by shareholders of Trinidad as at December 31, 2016. Trinidad does not have any equity compensation plans not previously approved by shareholders of Trinidad.

EQUITY COMPENSATION PLAN INFORMATION

Plan Category

# of Common Shares to be Issued Upon

Exercise of Outstanding

Incentive Options

Weighted-Average

Exercise Price of

Outstanding Incentive

Options ($ per share)

# of Common Shares

Remaining Available for

Future Issuance

Under Equity Compensation

Plans 1

# of Common Shares issued upon exercise of Options in

Incentive Option Plan2


1,160,320 5.24 21,048,407 346,456

% of Outstanding Shares

0.4% 7.8% 0.1%

1. The Company’s Incentive Option Plan is a rolling maximum of 10% of the issued and outstanding shares. In the event the number of shares outstanding increases, the number of shares available for issuance will increase, to remain at a rolling maximum of 10% of the new number of shares outstanding.

2. Total number of incentive options exercised under the Incentive Option Plan since its inception on March 10, 2008.


Pursuant to the Company's stock option plan (Incentive Option Plan) which was originally adopted on March 10, 2008 and amended effective October 1, 2013, Incentive Options may be granted to the directors, officers, employees and consultants of Trinidad or its affiliates (eligible participants). The purpose of the Incentive Option Plan is to align eligible participants with the interests of Trinidad’s shareholders by rewarding them on the basis of long-term share performance, thereby reflecting the total return to shareholders.

Pursuant to the Incentive Option Plan, the total number of common shares that Trinidad may reserve for issuance under the Incentive Option Plan is a "rolling maximum" of 10% of the issued and outstanding common shares (on a non-diluted basis) on the date any such Incentive Option is granted. As at March 24, 2017, Trinidad had 1,094,989 Incentive Options outstanding, exercisable into an equivalent number of common shares, representing 0.4% of the issued and outstanding common shares. As at March 24, 2017, Trinidad is able to issue a further 25,859,770 Incentive Options before reaching the "rolling maximum" under the Incentive Option Plan.

The total number of common shares to be granted to any optionee under the Incentive Option Plan and any other security based compensation arrangement shall not exceed 5% of the issued and outstanding common shares (on a non-diluted basis) at the date of the grant of the Incentive Option. As well, the maximum number of common shares which may be reserved for issuance to insiders under the Incentive Option Plan shall be



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10% of the common shares outstanding at the time of the grant (on a non-diluted basis), less the aggregate number of common shares reserved for issuance to insiders under any other security based compensation arrangement. The maximum number of common shares which may be issued to insiders under the Incentive Option Plan within a one-year period shall be 10% of the common shares outstanding at the time of the issuance (on a non-diluted basis), excluding common shares issued under the Incentive Option Plan or any other security based compensation arrangement over the same one-year period. The maximum number of common shares which may be issued to any one insider under the Incentive Option Plan or any other security based compensation arrangement within a one-year period shall be 5% of the common shares outstanding at the time of the issuance (on a non-diluted basis), excluding common shares issued to such insider and such insider's associates under the Incentive Option Plan or any other security based compensation arrangement over the same one-year period. The maximum number of common shares which may be reserved for issuance to directors, who are not also an officer, employee or consultant, under the Incentive Option Plan shall be 1% of the common shares outstanding at the time of the grant (on a non-diluted basis), less the aggregate number of common shares reserved for issuance to such directors under any other security based compensation arrangement. No financial assistance is provided to participants in the Incentive Option Plan to facilitate the purchase of common shares under the Incentive Option Plan.

The original exercise price of Incentive Options granted (subject to anti-dilution) shall be determined by the Board of Directors and in no circumstances shall be lower than the "Market Price" of the common shares at the date of the grant of the Incentive Option. The Incentive Option Plan defines "Market Price" as the closing price of the common shares on the TSX on the last business day, preceding the date on which the Incentive Option is approved by the Board of Directors. The Incentive Option Plan allows for the exercise of Incentive Options on a cashless basis.

The expiration date of each Incentive Option and the extent to which each Incentive Option is exercisable from time to time during the term of the Incentive Options and other terms and conditions relating to each Incentive Option shall be determined by the Board of Directors of Trinidad; provided that, unless the Board determines otherwise at the time of granting the Incentive Options, the term shall not exceed five years subject to the Blackout Expiration Term (as defined below), the Incentive Options shall not be exercisable prior to the first anniversary of the date of the grant (unless determined otherwise by the Board of Directors) and an Incentive Option is non-transferable and non-assignable.

The Incentive Option Plan includes provisions designed to address the circumstance in which an Incentive Option expires during a time when Trinidad is under a self-imposed blackout period which prevents officers, directors, employees and consultants from exercising Incentive Options. Trinidad has, and intends to maintain policies which mandate trading blackouts in certain circumstances, such as preceding the release of financial results. The TSX considers self-imposed blackout periods to be an example of good corporate governance and trading policies and the general prohibition in the TSX rules against extending the expiry date of an Incentive Option without Shareholder approval was not intended to penalize listed issuers, and their insiders and employees, for this type of positive corporate behaviour. The Incentive Option Plan provides that the expiration date of an Incentive Option (Blackout Expiration Term) shall be extended to



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the tenth business day following the expiry date of a blackout period, if the expiration date would otherwise occur in the time period beginning at the commencement of the blackout period to which the person whom an Incentive Option has been granted is subject and ending on the tenth business day subsequent to the blackout period.

The Blackout Expiration Term will only be available when there is a blackout period self-imposed by Trinidad (that is, it will not apply to Trinidad or its insiders being the subject of a cease trade order) and the Blackout Expiration Term will be available to all Eligible Participants under the Incentive Option Plan, under the same terms and conditions.

If, during the term of an Incentive Option, Trinidad merges into or amalgamates (pursuant to a statutory amalgamation, statutory plan of arrangement or otherwise) with any other entity, or if Trinidad sells all or substantially all of its assets and undertakings and as a result Shareholders receive securities of another issuer as an effective substitution for the common shares, under the Incentive Option Plan, Trinidad will make provision that, upon the exercise of any Incentive Option during its unexpired period after the effective date of such merger, amalgamation or sale, the optionee will receive such number of securities of the other, continuing or successor issuer in such merger or amalgamation or of the securities of the purchasing issuer in such sale as he or she would have received as a result of such merger, amalgamation or sale if the optionee had purchased common shares immediately prior thereto for the same consideration paid on the exercise of the Incentive Option and had held such common shares on the effective date of such merger, amalgamation or sale. Upon such provision being made, the obligation of Trinidad to the optionee in respect of the shares then remaining subject to the Incentive Option shall terminate and be at an end. If, during the term of an Incentive Option, a take-over bid (as defined in the Securities Act (Alberta) (ASA)) which is not exempt from the takeover bid requirements of the ASA, is made for all of the common shares, the optionee will have the right to immediately exercise such Incentive Option to purchase all of the common shares subject to the Incentive Option which have not previously been purchased under the Incentive Option, but such common shares may only be purchased for tender pursuant to such take-over bid.

Appropriate adjustments in regards to Incentive Options granted or to be granted, in the number of common shares optioned and in the exercise price, shall be made by the Board of Directors to give effect to adjustments in the number of common shares resulting from subdivisions, consolidations or reclassifications of the common shares, or other relevant changes in the Company. The appropriate adjustment in any particular circumstance shall be conclusively determined by the Board of Directors in its sole discretion, subject to approval by Shareholders and to acceptance by the TSX, respectively, if applicable.

The Incentive Option Plan provides that Trinidad may amend, suspend or discontinue the Incentive Option Plan or amend Incentive Options granted under the Incentive Option Plan at any time without Shareholder approval; provided, however, that approval by a majority of the votes cast by Shareholders present and voting in person or represented by proxy at a meeting of Shareholders of the Company shall be obtained for any amendment which: (a) increases the number of common shares, or the percentage of the issued and outstanding common shares, issuable pursuant to the Incentive Option Plan; (b) would reduce the exercise price of an outstanding Incentive Option, including a cancellation of an Incentive Option and re-grant of an Incentive Option in conjunction therewith, constituting a reduction of the Exercise Price of the Incentive Option; (c)



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would extend the term of any Incentive Option granted under the Incentive Option Plan beyond the expiration date of the Incentive Option, except as provided for with respect to an expiration date that occurs during a Blackout Period; (d) would extend the term of an Incentive Option to allow for a maximum term of an Incentive Option to be greater than ten years; (e) expands the authority of the Board of Directors to permit assignability of Incentive Options; (f) adds to the categories of participants who may be designated for participation in the Plan beyond those included in the definition of Eligible Person; and (g) amends the Plan to provide for other types of compensation through equity issuance. In addition, any amendment which adversely alters or impairs any previously granted Incentive Option will require the consent of the optionee.

Subject to certain exceptions (as hereinafter described) and to any express resolution passed by the Board with respect to an Incentive Option, an Incentive Option and all rights to purchase common shares pursuant thereto, shall expire and terminate immediately upon the optionee ceasing to be a director, officer, employee or consultant of Trinidad or any affiliate of Trinidad, as the case may be. Notwithstanding the foregoing, if, for any reason whatsoever (other than termination of an employee by Trinidad or any subsidiary of Trinidad for cause) before the expiry (in accordance with the terms thereof) of an Incentive Option held by a optionee who is a director, officer or employee, such optionee ceases to be a director, officer or employee, including termination by reason of the death of the optionee, such Incentive Option may, subject to the terms thereof and any other terms of the Incentive Option Plan, be exercised by the optionee, or, if the optionee is deceased, by the legal personal representative(s) of the estate of the optionee, as follows: (i) during the first 90 days following the date of death of the optionee, if the optionee dies; (ii) at any time within 90 days from the date notice of termination of the employment of the optionee is given to the optionee by Trinidad or any affiliate of Trinidad; or (iii) at any time within 90 days from the date notice of termination of the employment of the optionee is given to Trinidad or any subsidiary of Trinidad by the optionee; but in any case prior to the expiry of the Incentive Option in accordance with the terms thereof. No unvested Incentive Option shall vest following the date of death of the optionee or the date notice is provided in accordance with (i) and (ii) above.

NON-GAAP MEASURES


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NON-GAAP MEASURES

This Information Circular contains references to certain financial measures and associated per share data that do not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. These financial measures are computed on a consistent basis for each reporting period. These non-GAAP measures are identified and defined as follows:

Adjusted EBITDA from investment in joint ventures is used by management and investors to analyze the results generated by the Company's joint venture operations prior to how these activities are financed, how assets are depreciated and amortized and how the results are taxed in various jurisdictions. Additionally, in order to focus on the core drilling business, amounts related to foreign exchange, share-based payment expense, impairment adjustments to property and equipment as well as preferred shares and the sale of assets are removed. Lastly, amounts recorded for the revaluation on the investment of the TDI joint venture are removed as these are non-cash entries and unrelated to the operations of the business. Adjusted EBITDA from investment in joint ventures is not intended to represent net (loss) income as calculated in accordance with IFRS.

Adjusted EBITDA from investment in joint ventures is calculated as follows:

For the year ended December 31, ($ thousands) 2016

Gain (loss) from investment in joint ventures 12,929 Plus:

Finance costs 1,169

Depreciation and amortization 21,617

Income taxes 2,901

38,616 Plus: (Gain) loss on sale of property and equipment (4)

Share-based payment expense 91

Dividend expense 14,891

Foreign exchange 1,055

TDI investment - fair value adjustment (7,353)

Preferred share valuation (15,485)

Adjusted EBITDA from investment in joint ventures 31,811

Return on Gross Assets is defined as consolidated net earnings (loss) before share-based payments, foreign exchange, after-tax finance costs, deferred income taxes, gain (loss) on sale of property and equipment, depreciation and amortization and impairments of assets divided by the sum of the average value of Accounts Receivable, Property and Equipment and Goodwill for the year.

NON-GAAP MEASURES


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Target Adjusted EBITDA is a measure of the Company’s operating profitability. Target Adjusted EBITDA is a measure of the Company’s operating profitability. Target Adjusted EBITDA provides an indication of the results generated by the Company’s principal business activities prior to how these activities are financed, assets are depreciated and amortized or how the results are taxed in various jurisdictions. Additionally, in order to focus on the core business alone, amounts are removed related to foreign exchange, share-based payment expense, impairment expenses, the sale of assets, and fair value adjustments on financial assets and liabilities, as the Company does not deem these to relate to the core drilling business. Adjusted EBITDA also takes into account the Company’s portion of the principal activities of the joint venture arrangements by removing the (gain) loss from investment in joint ventures and including adjusted EBITDA from investment in joint ventures. Adjusted EBITDA is not intended to represent net (loss) income as calculated in accordance with IFRS. Adjusted EBITDA is calculated using 100% of the related amounts from all entities controlled by Trinidad where Trinidad may not hold 100% of the outstanding shares.

Adjusted EBITDA is calculated as follows, with Target Adjusted EBITDA expectations for 2016:

For the year ended December 31, 2016

($ thousands)

Net (loss) income (53,635)

Plus:

Finance and transaction costs 55,824

Depreciation and amortization 171,746

Income taxes (34,160)

139,775

Plus:

(Gain) on sale of assets (11,317)

Share-based payment expense 8,434

Foreign exchange (3,374)

Non-controlling interest fair value adjustment (9,398)

(Gain) loss from investment in joint ventures (12,929)

Adjusted EBITDA from investment in joint ventures 31,811

Adjusted EBITDA 143,002

Target Adjusted EBITDA Min 142,700 Target 167,800 Max 201,400

NON-GAAP MEASURES


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Funds Flow is used to assist management and investors in analyzing Trinidad's liquidity and ability to generate cash to finance investing and financing activities. It is derived from the annual consolidated statement of cash flows and is defined as cash flow from operating activities before the change in non-cash operating working capital.

Funds Flow is as follows:

For the year ended December 31, 2016 ($ thousands) Funds Flow 62,618

Target Funds Flow 79,951

Funds Flow per Share is defined as Funds Flow divided by the adjusted weighted average shares outstanding for the year. Adjusted weighted average shares outstanding is calculated as the weighted average shares outstanding at December 31, 2016.

Funds Flow per share is calculated as follows:

For the year ended December 31, 2016 ($ thousands) Funds Flow 62,618

Divided by:

Weighted average shares outstanding (basic) 222,087,077

Funds Flow per Share $0.28

Target Funds Flow per Share Min $0.31 Target $0.36 Max $0.43

All non-GAAP measures are reconciled to the closest GAAP measurement outlined in the Company’s Annual Report or Consolidated Financial Statements, which may be found on SEDAR at www.sedar.com, or may be obtained from Trinidad upon written request to 1000, 585 - 8th Avenue S.W., Calgary, Alberta, T2P 1G1, Attention: Vice President of Investor Relations.

FORWARD-LOOKING INFORMATION


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This Information Circular contains certain forward-looking information and statements (collectively, forward-looking information) within the meaning of applicable securities laws. The use of any of the words "expected", "anticipate", "estimate", "objective", "may", "will" and similar expressions are intended to identify forward-looking information. In particular, but without limiting the foregoing, this Information Circular, contains forward-looking information pertaining to, among other things, the following: (i) future executive compensation practices; (ii) future corporate governance practices; (iii) the effectiveness of Trinidad’s risk management policies and practices eliminating any financial gain that could be derived from the manipulation of the Company’s results; (iv) actual total compensation to be received by the NEOs; (v) the ability to make required payments under the DSU Plan and all other share-based compensation plans; (vi) the programs will not be significantly changed in 2017; (vii) the expectation that the funding cap will be lifted if and when market conditions normalize; (viii) the Company’s intention of conditions on share ownership test; (ix) expectations respecting future business opportunities and the creation of shareholder value over the medium and long-term; (x) the timing for completion of drilling rigs under construction; (xi) assumptions made about the future performance and operations of the Joint Venture arrangement; and (xii) other expectations, beliefs, plans, goals, objectives, assumptions, information and statements about possible future events, conditions, results of operations or performance. Various assumptions were used in drawing the conclusions or making the forecasts and projections contained in the forward-looking information throughout this Information Circular.

The forward-looking information contained in this Information Circular reflect several material factors, expectations and assumptions including, without limitation: (i) Trinidad's budget and operational plans for 2017; (ii) expectations regarding the Board’s ability and capacity to fulfill its mandate and oversight responsibilities; (iii) that Trinidad will continue to conduct its operations in a manner consistent with past practice; (iv) the expectation that events affecting director independence will not occur and that committees will be able to fulfill their independence requirements in accordance with their mandate, internal independence standards and regulatory requirements; (v) expectations respecting market and industry conditions in 2017 and into the future; (vi) supply and demand for oil and natural gas; (vii) the assumption that compensation plans focused on long term performance will translate to increases in shareholder value and executive retention rates; (vii) expectations regarding Trinidad's ability to capitalize on relationships and business opportunities as they arise; (viii) expectations respecting the actions of third parties and their ability to raise capital and continue with or grow their drilling programs; (ix) the peer group will remain an accurate comparable to Trinidad and form an effective basis for determining director and NEO compensation; (ix) Trinidad's future operating and financial results; (x) expectations regarding the ability to locate suitable candidates to succeed current directors and executives for Trinidad; (xi) scheduling and timing of certain projects and deliveries and Trinidad’s strategy for growth; and (xii) treatment under governmental regulatory regimes and tax, environmental and other laws.

The forward-looking information included in this Information Circular is not a guarantee of future performance and should not be unduly relied upon. Forward-looking



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information is based on current expectations, estimates and projections that involve a number of known and unknown risks, uncertainties and other factors which could cause actual results or events to differ materially from those anticipated and described in the forward-looking information including, without limitation: (i) volatility in market prices for oil and natural gas; (ii) volatility in exchange rates for the Canadian dollar relative to other world currencies; (iii) liabilities and risks inherent in the drilling, surface casing, coring and manufacturing industries, including technical problems; (iv) changes in general economic, market and business conditions in Canada, North America, and worldwide; (v) actions by governmental or regulatory authorities including changes in income tax laws or changes in tax laws; (vi) employee retention challenges arising as a result of deteriorating market conditions; (vii) the ability for Trinidad's customers to raise capital and to continue with their drilling programs; and (viii) for reasons currently unforeseen, Trinidad may not be able to capitalize on new relationships and business opportunities on the timelines or in the manner currently anticipated or at all and, consequently, increases in shareholder value may not occur on the timelines or in the manner anticipated or at all.

Trinidad cautions that the foregoing list of assumptions, risks and uncertainties is not exhaustive. Additional information on these and other factors, which could affect operations or financial results, are included under the heading "Risk Factors" in Trinidad's Annual Information Form for the year ended December 31, 2016 and may also be found in Trinidad's other reports on file with the Canadian securities regulatory authorities.

The forward-looking information contained in this Information Circular speaks only as of the date of this Information Circular, and Trinidad assumes no obligation to publicly update or revise such forward-looking information to reflect news events or circumstances, except as may be required pursuant to applicable laws.

ADDITIONAL INFORMATION


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ADDITIONAL INFORMATION

Additional information relating to Trinidad is available under Trinidad's profile on SEDAR at www.sedar.com. Financial information is provided in the comparative financial statements and management's discussion and analysis of Trinidad for its most recently completed financial year which may be found on SEDAR, or which may be obtained from Trinidad upon written request to #1000, 585 - 8th Avenue S.W., Calgary, Alberta, T2P 1G1, Attention: Vice President of Investor Relations.

Certain information regarding the Audit Committee that is required to be disclosed in accordance with National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators is contained under the heading Audit Committee in the Corporation's Annual Information Form for the year ended December 31, 2016 dated March 30, 2017, an electronic copy of which is available on SEDAR under the Corporation's profile at www.sedar.com.

March 24, 2017

DEFINITIONS & ABBREVIATIONS


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DEFINITIONS & ABBREVIATIONS

The following terms and abbreviations are used in this Information Circular:

ABCA Business Corporations Act (Alberta)

Annual Materials proxy-related materials, annual financial statements and related management's discussion and analysis

ASA Securities Act (Alberta)

Board Board of Directors of Trinidad Drilling Ltd.

CanElson CanElson Drilling Inc.

common shares or shares common shares in the capital of Trinidad

DSUs Deferred Share Units

Governance Committee Corporate Governance and Nominating Committee

HSE Committee Environmental, Health and Safety Committee

Compensation Committee Human Resource and Compensation Committee

joint venture Trinidad’s 60% interest in the drilling operations of Trinidad Drilling International, a joint venture between Trinidad and Halliburton

Information Circular Management Information Circular

IFRS International Financial Reporting Standards

Meeting Annual Meeting of the shareholders

NEO Named Executive Officer

non-employee directors Directors who are not Trinidad employees

PSUs Performance Share Units

PwC PricewaterhouseCoopers LLP, the present auditors of the Company

RSUs Restricted Stock Unit Plan

shareholders Holders of our common shares

TDI Trinidad Drilling International

TSX Trust TSX Trust Company

the Company Trinidad Drilling Ltd.

CHARTER OF THE BOARD OF DIRECTORS


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PART 1 - PURPOSE

The Board of Directors (the "Board") of the Trinidad Drilling Ltd. ("Trinidad") is responsible for the supervision of the management of the business and affairs of Trinidad. In discharging its responsibility, the Board will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances and will act honestly and in good faith with a view to the best interests of Trinidad. The Board directly and through its Committees, along with the Chair of the Board (the "Chair") will provide direction to senior management generally through the Chief Executive Officer (the "CEO") to pursue the best interests of Trinidad.

This Charter is not intended to limit the powers of the Board but to assist the Board in the exercise of its powers and the fulfillment of its duties.

PART II - COMPOSITION OF THE BOARD

General

The composition and organization of the Board, including: the number, qualifications and remuneration of directors; the number of Board meetings; Canadian residency requirements; quorum requirements; meeting procedures and notices of meetings will be as required by the Business Corporations Act (Alberta), the Securities Act (Alberta), the rules and policies of the Toronto Stock Exchange and the articles and by-laws of Trinidad, subject to any exemptions or relief that may be granted from such requirements.

Independence

A majority of the Board must be independent. "Independent" will have the meaning, as the context requires, given to it in National Policy 58-201 Corporate Governance Guidelines, as may be amended from time to time.

Limitations on Directorships and Officer Positions with other Issuers

Each director must have an understanding of Trinidad's principal operational and financial objectives, plans and strategies, and financial position and performance. Directors must have sufficient time to carry out their duties and not assume responsibilities that would materially interfere with, or be incompatible with, Board membership. Directors should refer to the Charter of the Corporate Governance & Nominating Committee (the "CGN Committee") for the limitations on directorships and officer positions with other issuers.

Service Limitations of Directors

The Board does not believe it should establish term limits. Although term limits may ensure that there are fresh ideas and viewpoints available to the Board, they hold the disadvantage of losing the contribution of directors who have been able to develop, over a period of time, increasing insight into Trinidad and its operations and, therefore, provide an increasing contribution to the Board as a whole. As an alternative to term limits, the Board, in conjunction with the CGN Committee will review each director's continuation on the Board annually. This will also allow each director the opportunity to review and confirm his or her desire to continue as a member of the Board.



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Chair of the Board and Lead Director

The Chair of the Board will be an independent director, unless the Board determines that it is inappropriate to require the Chair to be independent. The Lead Director will be an independent director, unless the Board determines that it is inappropriate to require the Lead Director to be independent. If the Board determines that it would be inappropriate to require the Chair of the Board to be independent, then a Lead Director who is "independent" will be appointed by the Board and will assume responsibility for providing leadership to enhance the effectiveness and independence of the Board. The Chair, if independent, or the Lead Director if the Chair is not independent, will act as the effective leader of the Board and ensure that the Board's agenda will enable it to successfully carry out its duties.

PART III - COMMITTEES OF THE BOARD

The Board has established the following committees: the Human Resources and Compensation Committee (the "HRC Committee"), the Audit Committee, the CGN Committee and the Environment, Health & Safety Committee. Subject to applicable law, the Board may establish other Board committees or merge or dispose of any Board committee.

Committee Mandates

The Board has approved mandates for each Board committee and will approve mandates for each new Board committee. Each mandate will be periodically reviewed by the applicable committee and any suggested amendments brought to the Board for consideration and approval.

Delegation to Committees

The Board has delegated to the applicable committee those duties and responsibilities set out in each Board committee's mandate.

Consideration of Committee Recommendations

As required by applicable law, by applicable committee mandate or as the Board may consider advisable, the Board will consider for approval the specific matters delegated for review to Board committees.

Board/Committee Communication

To facilitate communication between the Board and each Board committee, each committee chair will provide a report to the Board on material matters considered by the committee at the first Board meeting after the committee's meeting.

Recommendation of Directors to Serve as Committee Members and Chairs

In consultation with the CGN Committee, the Board will determine the appropriate structure, size, composition and mandate and will appoint individual directors to serve as members and Chairs of the HRC Committee, the Audit Committee, the Environment, Health & Safety Committee and the CGN Committee.



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PART IV - DUTIES AND RESPONSIBILITIES

Without limiting the generality of its mandate, the Board will have the specific duties and responsibilities outlined below:

Strategic and Business Planning

Strategic Plans

The Board has adopted a strategic plan. At least annually, the Board will review and, if advisable, approve Trinidad's strategic planning process and Trinidad's annual strategic plan. In discharging this responsibility, the Board will review the strategic plan in light of management's assessment of emerging trends and industry developments, the competitive environment in which Trinidad operates, the opportunities for the business of Trinidad, risk issues and significant business practices and products.

Business and Capital Plans

At least annually, the Board will review and, if advisable, approve Trinidad's annual business and capital plans as well as policies and processes generated by management relating to the authorization of major investments and significant allocation of capital.

Monitoring

At least annually, the Board will review management's implementation of Trinidad's strategic, business and capital plans. The Board will review and, if advisable, approve any material amendments to, or variances from, these plans.

Risk Management

At least annually, the Board will review reports provided by management identifying the principal risks associated with Trinidad's business and operations, review the implementation by management of appropriate systems to manage these risks, and review reports by management relating to the operation of, and any material deficiencies in, these systems.

Finances and Controls

The Board will verify that internal, financial, non-financial and business control and management information systems have been established by management. In connection with its oversight of Trinidad's finances and controls, the Board will:



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− monitor the appropriateness of Trinidad's capital structure; − ensure that the financial performance of Trinidad is properly reported to

shareholders, other security holders and regulators on a timely and regular basis;

− in consultation with the CEO, establish the ethical standards to be observed by all officers and employees of Trinidad and ensure that such standards are reflected in Trinidad's code of conduct (the "Code");

− require that the CEO institute and monitor processes and systems designed to ensure compliance with applicable laws by Trinidad and its officers and employees;

− require that the CEO institute, and maintain the integrity of, internal control and information systems, including maintenance of all required records and documentation; and

− take all necessary actions to gain reasonable assurance that all financial information made public by Trinidad (including Trinidad's annual and quarterly financial statements) is accurate and complete and represents fairly Trinidad's financial position and performance.

Human Resource Management

General

At least annually, the Board will review a report of the HRC Committee concerning Trinidad's approach to human resource management and executive compensation and consider the advice and input of the HRC Committee regarding:

− a review of the recommendation of the appointment and compensation of the senior management team, other than the CEO (whose compensation must be approved by the independent directors);

− a review of director and officer share ownership guidelines; − the compensation philosophy and programs of Trinidad generally; and − the recommendation of a total compensation program, including any

amendment or changes required from time to time to ensure that the program remains relevant and competitive.

Succession Review

In consultation with the HRC Committee, the Board will periodically review the succession plans of Trinidad for the Chair, the Lead Director, the CEO, the President and other executive officers, including the appointment, training and monitoring of such persons.

Integrity of Senior Management

The Board will, to the extent feasible, satisfy itself as to the integrity of the CEO and other executive officers of Trinidad and that the CEO, the President and other senior officers strive to create a culture of integrity throughout Trinidad. The Board, in consultation with the CEO, will establish the limits of management's authority and responsibility in conducting Trinidad's business and review the performance of the other senior officers of Trinidad.



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Chief Executive Officer

The Board has the responsibility for the appointment and replacement of the CEO of the Corporation, for monitoring CEO performance and providing advice and counsel in the execution of the CEO's duties.


General

The Board will periodically review a report of the CGN Committee concerning Trinidad's corporate governance principles and guidelines and overall approach to corporate governance and consider the advice and input of the CGN committee regarding:

− the appropriate skills and characteristics required of the Board; − the size of the Board; − proposed nominees for election to the Board; − the initial orientation and education of new Board members, and ongoing

education of directors; and − updates with respect to significant developments in the law and practice of

corporate governance, as well as the compliance by Trinidad with its corporate governance policies and applicable laws and regulations.

Director Independence

The Board will periodically review a report of the CGN Committee that evaluates the director independence standards established by the Board and the Board's ability to act independently from management in fulfilling its duties.

Ethics Reporting

The Board has adopted the Code which is applicable to directors, officers and employees of Trinidad. In consultation with the CGN Committee, the Board will periodically review compliance with, or material deficiencies from, the Code and approve changes it considers appropriate. The Board will review reports from senior management concerning investigations and any resolutions of complaints received under the Code.

Board Mandate Review

In consultation with the CGN Committee, the Board will periodically review and assess the adequacy of its charter to ensure compliance with any rules of regulations promulgated by any regulatory body and approve any modifications to this charter as considered advisable.

Communications

General

The Board will develop policies to enable Trinidad to effectively communicate with its shareholders, other securityholders and stakeholders and the public. The Board, in conjunction with the CEO, will periodically review Trinidad's overall disclosure policies, including its measures for receiving feedback from Trinidad's shareholders and stakeholders, and management's compliance with such policies. The Board will, if advisable, approve material changes to Trinidad's disclosure policies.



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Shareholders

The Corporation endeavours to keep its shareholders informed of its progress through an annual report, annual information form, quarterly interim reports and periodic press releases. Directors and management meet with Trinidad's shareholders at the annual meeting and are available to respond to questions at that time.

Disclosures

The Board shall also be responsible for the approval of the annual audited financial statements and related management discussion and analysis, and the interim unaudited financial statements and related interim management discussion and analysis, management proxy circulars, takeover bid circulars, directors' circulars, prospectuses, annual information forms and other disclosure documents required to be approved by the directors of a corporation under securities laws, regulations or rules of any applicable stock exchange.

PART V - MEETINGS

Timing of Meetings

The Board will meet at least four times annually, with additional meeting held as deemed advisable. The Chair is primarily responsible for the agenda and for supervising the conduct of the meeting. Any director may propose the inclusion of items on the agenda, request the presence of, or a report by any member of senior management, or at any Board meeting raise subjects that are not on the agenda for that meeting.

Meetings of the Board will be conducted in accordance with Trinidad's by-laws.

Secretary and Minutes

The Corporate Secretary, his or her designate or any other person the Board requests will act as secretary of Board meetings. Minutes of Board meetings will be recorded and maintained by the Corporate Secretary and subsequently presented to the Board for approval.

Meetings Without Management

The independent members of the Board will meet in-camera at the conclusion of each formally scheduled meeting of the Board and will meet in-camera at the conclusion of informal meetings where the Chair of the Board deems appropriate.

Directors' Responsibilities

Each director is expected to attend all meetings of the Board and any committee of which he or she is a member. Directors will be expected to have read and considered the materials sent to them in advance of each meeting and to actively participate in the meetings.

Each director is expected to maintain or enhance their skills and abilities as directors, including skills and abilities related to their duties on any committee of the Board.

Access to Management and Outside Advisors

The Board will have unrestricted access to management and employees of Trinidad. The Board will have the authority to retain and terminate external legal counsel, consultants or other advisors to assist it in fulfilling its responsibilities and to set and pay the



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respective reasonable compensation of these advisors without consulting or obtaining the approval of any officer of Trinidad. The Corporation will provide appropriate funding, as determined by the Board, for the services of these advisors.

Management

Position Descriptions for Directors

The Board, in consultations with the CGN Committee, will develop position descriptions for the Chair, the Lead Director and committee chairs. In consultation with the CGN Committee, the Board will periodically review such position descriptions.

Position Description for NEOs

The Board, in consultation with the CGN Committee, will develop a position description for the Named Executive Officers (as defined in Form 51-102F6 Statement of Executive Compensation) (collectively the "NEOs", individually a "NEO"), which includes delineating management's responsibilities. In consultation with the CGN Committee, the Board will periodically review the NEOs' position descriptions in conjunction with Trinidad's strategy and goals.

PART VI - NO RIGHTS CREATED

This Mandate is a statement of broad policies and is intended as a component of the flexible governance framework within which the Board, assisted by its committees, directs the affairs of Trinidad. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of Trinidad's articles and by-laws, it is not intended to establish any legally binding obligations.

The Board will periodically review this mandate and make such modifications or additions as are, in the opinion of the Board, desirable to maintain best practices in corporate governance within its industry.



SUMMARY OF AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT


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Please see "Business of the Meeting – Approval of Shareholder Rights Plan" in the Information Circular to which this Appendix is attached for a discussion of the shareholder rights plan of Trinidad proposed to be continued and amended pursuant to the Amended and Restated Shareholder Rights Plan Agreement to be dated as of May 10, 2017 between Trinidad and TSX Trust Company, as rights agent, (referred to herein as the "Rights Plan"), provided requisite shareholder approval is obtained at the Meeting.

Capitalized terms used but not specifically defined in this Appendix shall have the meanings ascribed to such terms in the Information Circular to which this Appendix is attached.

The following summary of the Rights Plan, as proposed to be amended, is qualified in its entirety by reference to the complete text of the Rights Plan, which shall govern in the event of any conflict between the provisions thereof and this summary. A shareholder may obtain a copy of the Rights Plan by contacting the Corporate Secretary of Trinidad at 1000, 585 – 8th Avenue S.W., Calgary, Alberta, T2P 1G1, telephone 403.265.6525.

Definitions

"Common Shares" means the common shares of Trinidad.

"Convertible Securities" means, at any time, any securities issued by Trinidad from time to time (other than the Rights) carrying any exercise, conversion or exchange right pursuant to which the holder thereof may acquire Common Shares or other securities which are convertible into or exercisable or exchangeable for Common Shares.

"Independent Shareholders" means holders of Common Shares, excluding: (a) any Acquiring Person (as described below); (b) any Offeror (as defined below); (c) any affiliate or associate of such Acquiring Person or Offeror; (d) any person acting jointly or in concert with such Acquiring Person or Offeror; or (e) any person who is a trustee of any employee benefit plan, Common Share purchase plan, deferred profit sharing plan or any similar plan or trust for the benefit of employees of Trinidad or a subsidiary of Trinidad, unless the beneficiaries of the plan or trust direct the manner in which the Common Shares are to be voted or direct whether the Common Shares are to be tendered to a Take-over Bid.

"NI 62-104" means National Instrument 62-104, Take-Over Bids and Issuer Bids adopted by the Canadian securities regulatory authorities, as it may be amended from time to time and including any successor instrument thereto.

"Offer to Acquire" includes:

(a) an offer to purchase, or a solicitation of an offer to sell, Common Shares; and

(b) an acceptance of an offer to sell Common Shares, whether or not such offer to sell has been solicited; or any combination thereof,

and the person accepting an offer to sell shall be deemed to be making an Offer to Acquire to the person that made the offer to sell.

"Offeror" shall mean any person that is making or has announced a current intention to make a Take-over Bid but excluding any such person if the Take-over Bid so announced or made by such person has been withdrawn, terminated or expired.

"Shareholder" means a holder of Common Shares.



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"Take-over Bid" means an Offer to Acquire Common Shares or securities convertible into Common Shares, where the Common Shares subject to the Offer to Acquire, together with the Common Shares into which the securities subject to the Offer to Acquire are convertible, and the Offeror's securities, constitute in the aggregate 20% or more of the outstanding Common Shares at the date of the Offer to Acquire.

Term

If approved at the meeting, the Rights Plan will continue in effect, as amended, following the meeting and (subject to earlier termination in accordance with its terms) will remain in effect until the "Expiration Time", which, pursuant to the Rights Plan, is defined as the earliest of: (i) the "Termination Time", generally being the date on which rights are redeemed due to operation of the Rights Plan; and (ii) the termination of the annual meeting of Shareholders in the year 2020, unless the continued existence of the Rights Plan is ratified by resolution of the holders of Common Shares at the 2020 annual meeting of Shareholders, and at every third annual meeting of the Shareholders thereafter (each, a "Reconfirmation Meeting"). If the continued existence of the Rights Plan is ratified at each such Reconfirmation Meeting by resolution passed by a majority of votes cast by (i) Independent Shareholders; and (ii) if required by the rules and regulations of any stock exchange on which the Common Shares are then listed, all holders of Common Shares, who vote in respect thereof in accordance with Section 5.19 of the Rights Plan, then "Expiration Time" shall mean the earlier of the Termination Time and the termination of a Reconfirmation Meeting at which the Rights Plan is not reconfirmed or presented for reconfirmation.

Issue of Rights

One right (a "Right") was issued by Trinidad in respect of each Common Share that was outstanding immediately on May 7, 2008 and each additional Common Shares issued thereafter. One Right will also be issued for each additional Common Share issued after the meeting and prior to the earlier of the Separation Time (as described below) and the time at which the Rights expire and terminate.

The issuance of the Rights is not dilutive and does not affect reported earnings or cash flow per Common Share unless the Rights separate from the underlying Common Shares in connection with which they were issued and become exercisable or are exercised.

The issuance of the Rights also does not change the manner in which Shareholders currently trade their Common Shares, and is not intended to interfere with Trinidad's ability to undertake equity offerings in the future.

Separation Time / Ability to Exercise Rights

The Rights are not exercisable, and are not separable from the Common Shares in connection with which they were issued, until the "Separation Time", being the close of business on the tenth business day after the earlier of (i) the first date of public announcement that a person has become an Acquiring Person (as described below), or (ii) the date of commencement or announcement of the intent of any person to make a Take-over Bid that does not qualify as a Permitted Bid (as defined below), or (iii) the date on which a Permitted Bid ceases to be a Permitted Bid, or such later time as the board of directors of Trinidad may determine.

Acquiring Person

A person will be considered to be an "Acquiring Person" for the purposes of the Rights Plan if it acquires beneficial ownership (within the meaning of the Rights Plan) of 20% or more of the outstanding Common Shares, other than through certain types of acquisitions specified in the Rights Plan.



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Consequences of a Flip-in Event

A "Flip-in Event" generally refers to any transaction as a result of which a person becomes an Acquiring Person. Following the occurrence of a Flip-in Event as to which the board of directors of Trinidad has not waived the application of the Rights Plan, each Right beneficially owned by:

− (a) an Acquiring Person (or any of its associates, affiliates or joint actors) on or after the earlier of the Separation Time or the first date of public announcement that an Acquiring Person has become such, shall become null and void; and

− (b) any other Shareholder shall be entitled to purchase additional Common Shares at a substantial discount to their prevailing market price at the time to be determined in accordance with the Rights Plan.

Permitted Bid Requirements

An Offeror may make a Take-over Bid for Trinidad without becoming an Acquiring Person (and therefore not triggering the consequences of a Flip-in Event described above) if it makes a Take-over Bid that is a "Permitted Bid" under the Rights Plan, which is a Take-over Bid that meets certain requirements, including that the bid must be:

− (a) made to all holders of record of Common Shares (other than the Offeror); and − (b) subject to irrevocable and unqualified provisions that:

− (i) the bid will remain open for acceptance for at least 105 days following the date of the Take-over Bid or such shorter period that a take-over bid (that is not exempt from the general take-over bid requirements of NI 62-104) must remain open for deposits of securities thereunder, in the applicable circumstances at such time, pursuant to NI 62-104;

− (ii) unless the Take-over Bid is withdrawn, Common Shares may be deposited at any time prior to the close of business at the date of first take-up or payment and all Common Shares deposited may be withdrawn at any time prior to the close of business on such date;

− (iii) the bid will be subject to a minimum tender condition of more than 50% of the Common Shares held by Independent Shareholders;

− (iv) the bid will be extended for at least 10 days if more than 50% of the Common Shares held by Independent Shareholders are deposited to the bid (and the Offeror shall make a public announcement of that fact).

A competing Take-over Bid that is made while a Permitted Bid is outstanding and satisfies all of the criteria for Permitted Bid status, except that it may expire on the same day as the Permitted Bid that is outstanding (subject to the minimum initial deposit period that such Take-over Bid must remain open for deposits of securities thereunder pursuant to NI 62-104, will also be considered to be a "Permitted Bid" for the purposes of the Rights Plan.

Permitted Lock-Up Agreement

A person will not become an Acquiring Person by reason of entering into an agreement (a "Permitted Lock-Up Agreement") with a Shareholder pursuant to which the Shareholder (the "Locked-Up Person") agrees to deposit or tender its Common Shares and/or Convertible Securities to a Take-over Bid (the "Lock-Up Bid") made by that person, provided that the Permitted Lock-Up Agreement meets certain requirements, including that:

− (a) the terms of the agreement are publicly disclosed and a copy is publicly available; − (b) the Locked-Up Person can terminate its obligation under the agreement in order to tender its

Common Shares and/or Convertible Securities to another Take-over Bid or support another transaction where the offer price or value of the consideration payable is (i) greater than the price or value of the consideration per Common Share and/or Convertible Securities offered under the Lock-Up Bid or (ii)



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equal to or greater than a specified minimum, which cannot be more than 107% of the offer price under the Lock-Up Bid; and

− (c) if the Locked-Up Person fails to deposit its Common Shares and/or Convertible Securities to the Lock- Up Bid, withdraws Common Shares and/or Convertible Securities previously tendered thereto in order to deposit or tender such Common Shares and/or Convertible Securities to another Take-Over bid or supports another transaction, no "break fees" or other penalties shall be payable by the Locked-Up Person that exceed, in the aggregate, the greater of (i) 2.5% of the price or value of the consideration payable under the Lock-Up Bid, and (ii) 50% of the increase in consideration resulting from another Take- over Bid or transaction.

Certificates and Transferability

Before the Separation Time, the Rights will be evidenced by a legend imprinted on Common Share certificates or other documents (including a Direct Registration Advice) representing Common Shares, and the absence of such a legend on Common Share certificates (or documents or certificates representing securities of predecessor entities of the Corporation that have not been exchanged for certificates or documents representing Common Shares) shall not invalidate the existence of one Right in respect of each Common Share.

From and after the Separation Time and prior to the Expiration Time (as described above), Rights will be evidenced by separate certificates or other documents evidencing ownership of the Rights.

Before the Separation Time (as described above), Rights will trade together with, and will not be transferable separately from, the Common Shares in connection with which they were issued. From and after the Separation Time, Rights will be transferable independent of the Common Shares.

Waiver

The Board of Directors of Trinidad may, prior to the occurrence of a Flip-in Event (as described above), waive the application of the Rights Plan provided that the Flip-in Event would occur by reason of a Take-over Bid made by means of a take-over bid circular sent to all holders of Common Shares. Any waiver of the Rights Plan's application in respect of a particular Take-over Bid will constitute a waiver of the Rights Plan in respect of any other formal Take-over Bid made while the initial bid is outstanding.

The board of directors of Trinidad may also waive the application of the Rights Plan in respect of a particular Flip-in Event that has occurred through inadvertence, provided that the Acquiring Person that inadvertently triggered the Flip-in Event thereafter reduces its beneficial holdings below 20% of the outstanding Common Shares such that at the time of the waiver, such person is not an Acquiring Person.

With Shareholder approval, the board of directors of Trinidad may waive the application of the Rights Plan to any other Flip-in Event prior to its occurrence.

Redemption

Rights are deemed to be redeemed following completion of a Permitted Bid or any other Take-over Bid in respect of which the board of directors of Trinidad has waived the application of the Rights Plan.

With Shareholder approval, the board of directors of Trinidad may also, prior to the occurrence of a Flip-in Event, elect to redeem all (but not less than all) of the then outstanding Rights at a nominal redemption price of $0.000001 per Right.

Exemptions for Investment Managers, etc.

Investment managers, mutual fund managers, trust companies (acting in their capacity as trustees or administrators), statutory bodies whose business includes the management of funds (for employee benefit plans, pension plans, or insurance plans of various public bodies), and administrators or trustees of registered



100

pension plans or funds and agents or agencies of the Crown, which acquire more than 20% of the outstanding Common Shares, are effectively exempted (through the definition of "Beneficial Ownership" under the Rights Plan) from triggering a Flip-in Event provided that they are not in fact making, and have not announced an intention to make, a Take-over Bid.

Amendments

If the Rights Plan is approved at the Meeting, amendments will thereafter be subject to the approval of a majority of Independent Shareholders, voting in person or by proxy at the applicable meeting, unless to correct any clerical or typographical error or (subject to confirmation at the next meeting of Shareholders) make amendments that are necessary to maintain the validity of the Rights Plan as a result of changes in applicable legislation, rules or regulations.

In addition, where required, any amendments will, if required, also be subject to the approval of the TSX and any other exchange on which the Common Shares may be listed.






Directors

Michael Heier

Independent Businessman Cochrane, AB

Jim Brown

Independent Businessman Calgary, AB

Brian Burden


David Halford


Nancy Laird

Corporate Director Calgary, AB

Ken Stickland


Management

Brent Conway

President and Chief Executive Officer

Lesley Bolster

Chief Financial Officer

Adrian Lachance

Chief Operating Officer, US and International Operations

Randy Hawkings

Executive Vice President, Canadian and Mexico Operations

Gavin Lane

Vice President, Finance

Ron Parent


Bankers

Royal Bank of Canada

Calgary, AB

Wells Fargo

Houston, TX

Auditors

PricewaterhouseCoopers LLP

Chartered Professional Accountants

Calgary, AB

Legal Counsel

Blake, Cassels & Graydon LLP

Calgary, AB

Registrar and Transfer Agent

TSX Trust Company

Calgary, AB

TRINIDAD DRILLING LTD. 1000, 585 - 8th Avenue SW | Calgary AB T2P 1G1

P: 403.265.6525 F: 403.265.4168 E: [email protected]

Download the latest presentations and financial results about Trinidad Drilling at: www.trinidaddrilling.com Trinidad Drilling is traded on TSX under the symbol TDG

Documents

Information Circular - Trinidad Drilling · Information Circular, ... Orientation ... Trinidad Drilling Ltd. – Information Circular 4 ABOUT THIS MEETING Business of the Meeting