Surge Energy Inc (Alberta) T.SGY

RE:RE:RE:New Visitors

[ppp]

1. State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.

   On June 22, 2021, Annapolis Public Opportunities Limited Partnership I ("APOLP"), a fund managed by ACL, entered into a share purchase agreement (the "Purchase Agreement") to purchase up to 10,000,000 common shares (the "Purchased Shares") in the capital of Astra Oil Corp. ("Astra").

   On June 22, 2021, the Issuer announced that it entered into an arrangement agreement (the "Arrangement Agreement"), pursuant to which the Issuer agreed to acquire all of the issued and outstanding common shares of Astra (the "Arrangement"). Concurrently with the execution of the Arrangement Agreement, ACL, as manager of AIF VI (as defined below) and APOLP (together, the "Annapolis Funds"), entered into a Support and Hold Period Agreement dated June 22, 2021 (the "Support and Hold Period Agreement"), whereby ACL agreed to vote the Purchased Shares and the common shares of Astra held by AIF VI in favour of the Arrangement.

   Prior to the completion by APOLP of the acquisition of Purchased Shares pursuant to the Purchase Agreement, certain members of management of Astra acquired from APOLP the

right to acquire 5,000,000 of the Purchased Shares. As a result, APOLP completed the acquisition of the remaining 5,000,000 of the Purchased Shares and, on completion of the Arrangement on August 18, 2021, ACL beneficially owned, directly or indirectly, 95,404,528 Common Shares, representing approximately 15.68% of the outstanding Common Shares, following which the Issuer consolidated its Common Shares on the basis of 1 post- consolidation Common Share for every 8.5 pre-consolidation Common Shares.

ACL subsequently sold 2,911,500 Common Shares over the course of the month of October, 2021, as a result of which ACL beneficially owned, directly or indirectly, 8,312,560 Common Shares, representing approximately 11.52% of the outstanding Common Shares as of October 31, 2021. On November 1, 2021, the Issuer issued an additional 11.2 million Common Shares in connection with its Fire Sky acquisition, which has brought ACL’s total direct and indirect beneficial ownership of Common Shares below 10%. Accordingly, ACL will not file further amendments to this report unless ACL’s total direct and indirect beneficial ownership of Common Shares again exceeds 10% of the outstanding Common Shares.

3. 2.3  State the name of any joint actors.

   The Common Shares controlled by ACL are held, directly or indirectly, by the following limited partnerships managed by ACL: Annapolis Investment Limited Partnership VI; Annapolis Investment (US) Limited Partnership VI (together, "AIF VI"); and APOLP.

4. 2.4  State that the eligible institutional investor is eligible to file reports under Part 4 in respect of the reporting issuer.

   ACL is eligible to file reports under Part 4 of National Instrument 62-103 in respect of the Issuer's securities.

Item 3 – Interest in Securities of the Reporting Issuer

1. 3.1  State the designation and the net increase or decrease in the number or principal amount of securities, and in the eligible institutional investor’s securityholding percentage in the class of securities, since the last report filed by the eligible institutional investor under Part 4 or the early warning requirements.

   ACL previously filed an initial report under Part 4 of National Instrument 62-103 in respect of the Issuer dated July 12, 2021 for security holdings of ACL acquired by private placement, as amended by a report filed on September 9, 2021 with respect to a change in ownership by ACL of the Common Shares.

   The change in ownership of the Common Shares requiring this amendment by ACL is described in the fourth paragraph of Item 2.2, above.

2. 3.2  State the designation and number or principal amount of securities and the eligible institutional investor’s securityholding percentage in the class of securities at the end of the month for which the report is made.

   See the fourth paragraph of Item 2.2, above.

3. 3.3  If the transaction involved a securities lending arrangement, state that fact.

   Not applicable.

4. 3.4  State the designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities to which this report relates and over which

   1. (a)  the eligible institutional investor, either alone or together with any joint actors,has ownership and control,

      See Item 3.2 above.

   2. (b)  the eligible institutional investor, either alone or together with any joint actors,has ownership but control is held by persons or companies other than the eligible institutional investor or any joint actor, and

      Not applicable.

   3. (c)  the eligible institutional investor, either alone or together with any joint

      actors,has exclusive or shared control but does not have ownership.

      Not applicable.

5. 3.5  If the eligible institutional investor or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the eligible institutional investor’s securityholdings.

   Not applicable.

6. 3.6  If the eligible institutional investor or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement.

   State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.

   Not applicable.