Management Information Circular 2016 - s21.q4cdn.coms21.q4cdn.com/.../events/Management-Information-Circular-2016.pdf · its affiliates of all of the issued and outstanding membership

June 20, 2016

MANAGEMENT INFORMATION CIRCULAR

View our 2015 online annual report at: www.criusenergytrust.ca

Notice of Annual and Special Meeting of Unitholders

Notice of Annual and Special Meeting of Unitholders June 20, 2016

Management Information Circular

NOTICE OF ANNUAL AND SPECIAL MEETING OF UNITHOLDERS

TO: THE UNITHOLDERS OF CRIUS ENERGY TRUST

The annual and special meeting (the "Meeting") of the holders ("Unitholders") of units ("Units") of Crius Energy Trust (the "Trust") will be held at the offices of Bennett Jones LLP at Suite 3400, One First Canadian Place, Toronto, Ontario, on June 20, 2016, at 9:00 a.m. (Toronto time), for the following purposes:

1) to receive and consider the audited consolidated financial statements of the Trust for the year ended December 31, 2015, together with the report of the auditors thereon;

2) to appoint the independent auditors of the Trust;

3) to elect the directors of Crius Energy Administrator Inc.;

4) to ratify and confirm the Deferred Trust Unit Plan of the Trust and approve the unallocated options, rights or other entitlements thereunder;

5) to approve the issuance of up to 14,905,540 Units in partial consideration for the acquisition by the Trust and its affiliates of all of the issued and outstanding membership units of Crius Energy, LLC not already owned by Crius Energy Corporation, an indirect wholly-owned subsidiary of the Trust;

6) to approve the adoption of a unitholder rights plan for the Trust; and

7) to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The specific details of the matters proposed to be dealt with at the Meeting are described in the Management Information Circular accompanying and forming part of this notice. The directors have fixed May 20, 2016, as the record date for the determination of the Unitholders entitled to receive notice and vote at the Meeting.

A Unitholder may attend the Meeting in person or may be represented by proxy. Unitholders who are unable to attend the Meeting in person are requested to complete, date and sign the enclosed form of proxy and return it to the Trust's transfer agent:

Computershare Trust Company of Canada Proxy Department

135 West Beaver Creek, P.O. Box 300 Richmond Hill, Ontario, L4B 4R5

at least 48 hours, excluding Saturdays, Sundays and statutory holidays, before the Meeting or any adjournment or postponement thereof.

DATED at Toronto, Ontario on May 19, 2016.

Crius Energy Administrator Inc. as administrator of Crius Energy Trust

(Signed) Michael Fallquist

Michael Fallquist Chief Executive Officer and Director

TABLE OF CONTENTS

VOTING – QUESTIONS AND ANSWERS ................................................................................................................ 2 Voting and Proxies ................................................................................................................................................ 2

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON ...................... 5

PURPOSES OF THE MEETING ................................................................................................................................ 5 Receipt of Financial Statements and Auditor's Report ................................................................................. 5 Appointment of Auditors of the Trust .................................................................................................................. 6 Election of Directors of the Administrator ......................................................................................................... 6 Approval Of Deferred Trust Unit Plan .................................................................................................................. 10 Acquisition Of Membership Units Of The Company ........................................................................................... 11 Adoption Of Unitholder Rights Plan ..................................................................................................................... 19 Other Business ...................................................................................................................................................... 21

COMPENSATION DISCUSSION AND ANALYSIS .............................................................................................. 21 Governance, Nomination & Compensation Committee ....................................................................................... 21 Compensation Program – General .................................................................................................................... 22 Compensation Objectives and Principles .............................................................................................................. 22 Compensation and Risk ...................................................................................................................................... 23 Elements of Compensation ............................................................................................................................... 23 Performance Graph ............................................................................................................................................. 24 Summary Compensation Table ......................................................................................................................... 26 Option-Based and Unit-Based Awards Outstanding .................................................................................... 27 Incentive Plan Awards – Value Vested or Earned During the Year ..................................................................... 27 Pension Plan Benefits............................................................................................................................................ 28

UNIT-BASED COMPENSATION PLANS ............................................................................................................... 28 Restricted Trust Unit Plan ................................................................................................................................ 28 Phantom Unit Rights Plan ................................................................................................................................. 28 Deferred Trust Unit Plan ...................................................................................................................................... 29 Securities Authorized for Issuance Under Equity Compensation Plans ..................................................... 29

TERMINATION AND CHANGE OF CONTROL BENEFITS .............................................................................. 30 Executive Contracts .............................................................................................................................................. 30 Phantom Unit Rights Plan ..................................................................................................................................... 30 Deferred Trust Unit Plan ....................................................................................................................................... 30

DIRECTORS' COMPENSATION ............................................................................................................................ 31 Option-Based and Unit-Based Awards Outstanding .................................................................................... 31 Incentive Plan Awards – Value Vested or Earned During the Year ..................................................................... 31

DIRECTORS AND OFFICERS LIABILITY INSURANCE .................................................................................. 32

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS .................................................................. 32

STATEMENT OF CORPORATE GOVERNANCE ................................................................................................ 32 The Board ............................................................................................................................................................ 33 Charter .................................................................................................................................................................. 33 Position Descriptions ............................................................................................................................................ 33 Orientation and Continuing Education ................................................................................................................ 34 Ethical Business Conduct ..................................................................................................................................... 34 Nomination of Administrator Directors .......................................................................................................... 34 Board Committees ............................................................................................................................................. 34 Assessment of Directors, the Board and Board Committees ........................................................................... 35 Composition of the Board and Executive officers ................................................................................................ 35 Meeting Attendance Record .............................................................................................................................. 36 Director Term LImits and Other Mechanisms of Board Renewal ........................................................................ 36

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ..................................................... 36

REGULATORY MATTERS AND BANKRUPTCIES AND INSOLVENCIES ................................................... 37 Cease Trade Orders .............................................................................................................................................. 37 Bankruptcies ......................................................................................................................................................... 37 Penalties or Sanctions .......................................................................................................................................... 37

FINANCIAL INSTRUMENTS .................................................................................................................................. 37

ADDITIONAL INFORMATION ............................................................................................................................... 37 Directors' Approval .............................................................................................................................................. 38

APPENDIX "A" CRIUS ENERGY ADMINISTRATOR INC. BOARD CHARTER APPENDIX "B" CRIUS ENERGY ADMINISTRATOR INC. GOVERNANCE, NOMINATION &

COMPENSATION COMMITTEE CHARTER APPENDIX "C" DISTRIBUTION REINVESTMENT PLAN APPENDIX "D" DEFERRED TRUST UNIT PLAN APPENDIX "E" UNITHOLDER RIGHTS PLAN

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MANAGEMENT INFORMATION CIRCULAR

This Management Information Circular dated May 19, 2016 (the "Circular") is provided in connection with the solicitation of proxies by the management ("Management") of Crius Energy Administrator Inc. (the "Administrator"), the administrator of Crius Energy Trust (the "Trust"), for use at the annual and special meeting of the holders (the "Unitholders") of units ("Units") of the Trust (the "Meeting") to be held at the time and place and for the purposes set forth in the accompanying notice of the Meeting (the "Notice of Meeting").

If you are not able to attend the Meeting, please exercise your right to vote by completing the enclosed form of proxy or voting instruction form and, in the case of registered Unitholders depositing the enclosed form of proxy or voting instruction form at the offices of the Trust's transfer agent, Computershare Trust Company of Canada ("Computershare"), at:



at least 48 hours, excluding Saturdays, Sundays and holidays, before the Meeting or any adjournment or postponement thereof.

If you are a non-registered Unitholder reference is made to the section below entitled "How can a non-registered Unitholder vote?"

Unless otherwise indicated, all references in this Circular to "C$" refer to Canadian dollars and all references in this Circular to "$" or "US$" refer to United States dollars.

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VOTING – QUESTIONS AND ANSWERS

To ensure representation of your Units at the Meeting, please complete, sign and return your form of proxy, or if you are not a registered Unitholder, the voting instruction form, that was sent to you, as soon as possible. It is important that your Units be represented at the Meeting and that your wishes be made known to the Trust. This will be assured, whether or not you attend the Meeting, if you complete and sign the form of proxy or voting instruction form, as the case may be, that was sent to you and return it as soon as possible. The following questions and answers provide guidance on how to vote your Units. If you are a non-registered Unitholder, please refer to the section below entitled "How can a non-registered Unitholder vote?"

VOTING AND PROXIES

Who is soliciting my proxy?

This Circular is furnished in connection with the solicitation by Management of proxies to be used at the Meeting and at any adjournment or postponement thereof. The solicitation of proxies will be primarily by mail, but may also be made by telephone, facsimile transmission or other electronic means of communication, or in person by the directors, officers and employees of the Administrator. The cost of solicitation of proxies will be borne by the Trust.

What will I be voting on?

Unitholders will be voting:

1) to appoint the independent auditors of the Trust;

2) to elect the directors of the Administrator (the "Administrator Directors");

3) to ratify and confirm the Deferred Trust Unit Plan (the "DTUP") of the Trust and approve the unallocated options, rights or other entitlements thereunder;

4) to approve the issuance of up to 14,905,540 Units in partial consideration for the acquisition by the Trust and its affiliates of all of the issued and outstanding membership units (the "Membership Units") of Crius Energy, LLC (the "Company") not already owned by Crius Energy Corporation, an indirect wholly-owned subsidiary of the Trust (the "Remaining LLC Acquisition"); and

5) to approve the adoption of a unitholder rights plan for the Trust (the "Rights Plan").

With respect to the election of the Administrator Directors, even though Unitholders are not shareholders of the Administrator, pursuant to the voting agreement (the "Voting Agreement") among Computershare, in its capacity as trustee of the Trust (the "Trustee"), as agent for the Unitholders, the Administrator and 664848 N.B. Inc. (the "Administrator Shareholder"), the Administrator Shareholder (the sole shareholder of the Administrator and a company of which all shares are held by Michael Fallquist, the Chief Executive Officer ("CEO") and an Administrator Director) agreed to vote its shares of the Administrator at the direction of the Unitholders, as communicated by the Trustee as agent for the Unitholders, with regard to, among other things, the election of the Administrator Directors. See "Voting Agreement" in the Annual Information Form of the Trust for the year ended December 31, 2015 (the "AIF").

Units may be voted for, or withheld from voting on, the election of each of the Administrator Directors, the appointment of the independent auditors of the Trust, and on all other matters that Unitholders are entitled to vote on at the Meeting. As indicated elsewhere in this Circular, Management recommends that Unitholders vote FOR each of the above resolutions.

How will these matters be decided at the Meeting?

All of the matters to be considered at the Meeting are ordinary resolutions requiring approval by more than 50% of the votes cast by or on behalf of Unitholders present in person or represented by proxy.

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Who can vote?

Unitholders who are registered as at the close of business on May 20, 2016, the record date for the Meeting, will be entitled to receive notice and vote at the Meeting or at any adjournment or postponement thereof, either in person or by proxy. If a Unitholder did not hold a Unit on May 20, 2016, the Unitholder is not entitled to receive notice and vote at the Meeting or at any adjournment or postponement thereof.

How many Units are eligible to vote?

As at the close of business on May 19, 2016, 16,745,151 Units were outstanding. Each Unit held at that date entitles its holder to one vote at the Meeting. To the knowledge of the directors and officers of the Administrator, as of the date hereof, no person or company beneficially owns, directly or indirectly, or exercises control or direction over Units carrying 10% or more of the voting rights attached to the issued and outstanding Units.

Quorum for the Meeting

As set-forth in the trust indenture of the Trust dated as of September 7, 2012 (the "Trust Indenture"), a quorum at the Meeting will consist of two or more persons present in person or represented by proxy who hold in the aggregate not less than 10% of the outstanding Units. If a quorum is not present at the Meeting within 30 minutes after the time fixed for the holding of the Meeting, the Meeting will stand adjourned to a day not less than 14 days later and to a place and time as determined by the chairman of the Meeting and if at such adjourned meeting a quorum is not present, the Unitholders present either in person or by proxy shall be deemed to constitute a quorum.

How do I vote?

If you are eligible to vote and your Units are registered in your name, you can vote your Units in person at the Meeting or by proxy, as explained below. If your Units are held in the name of an intermediary, see the instructions below under "How can a non-registered Unitholder vote?".

How can a registered Unitholder vote?

If your Units are registered on the record date directly in your name with Computershare, you are considered with respect to those Units to be a "registered Unitholder", in which case the Circular and form of proxy have been sent directly to you by Computershare.

1. Voting by Proxy

If your Units are registered in your name, you may appoint someone else to vote for you as your proxyholder by using the enclosed form of proxy. The persons named in the enclosed form of proxy are officers of the Administrator. You have the right to appoint another person or company, who need not be a Unitholder, to represent you at the Meeting, by inserting the person's name in the blank space provided in the enclosed form of proxy or by completing another proper form of proxy. Proxyholders should present themselves to a representative of Computershare at the Meeting.

(i) You can vote by proxy as follows:

(A) by Mail

You can complete, sign and date your form of proxy and return it in the envelope provided to the offices of Computershare at:



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(B) by Telephone

You can vote by telephone by calling 1-866-732-8683 (toll free in Canada and the United States) from a touch-tone telephone and follow the voting instructions. You will need your 15 digit control number which is noted on your form of proxy. Please note that if you vote by telephone, you cannot appoint anyone other than the persons named in the enclosed form of proxy as your proxyholder.

(C) on the Internet

You can vote on the internet by going to www.investorvote.com and following the instructions on the screen, or scanning the QR code provided on your form of proxy. You will need your 15 digit control number which is noted on your form of proxy.

(ii) What is the deadline for receiving the form of proxy?

The deadline for depositing the duly completed form of proxy with Computershare is not later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the time of the Meeting or any adjournment or postponement thereof.

(iii) How will my Units be voted if I give my proxy?

You may indicate the manner in which the appointee is to vote your Units with respect to any matter put to a vote at the Meeting and on any ballot, and your Units will be voted accordingly. If you wish to confer a discretionary authority with respect to any item of business, then leave the space opposite the matter blank. The Units represented by the completed form of proxy submitted by you will be voted in accordance with the directions, if any, given in the form of proxy. In the absence of such direction, such Units will be voted FOR each item identified in the Notice of Meeting. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the time of printing of this Circular, Management knows of no such amendments, variations or other matters to come before the Meeting.

The instrument appointing a proxy must be in writing and must be executed by you or your authorized attorney or, if the Unitholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

(iv) How can I revoke my proxy?

You can revoke your proxy at any time before it is exercised, by requesting, or having your authorized attorney request, in writing to revoke your proxy. The request must be deposited either by mail to the office of Computershare at the above-mentioned address at any time up to and including 5:00 p.m. (Toronto time) on the last business day preceding the day of the Meeting, or any adjournment or postponement thereof, or with the Chairman of the Meeting on the day of the Meeting or any adjournment or postponement thereof. If you have returned a proxy and attend the Meeting in person and vote, any such votes will be counted and the proxy will be disregarded. A Unitholder may also revoke a proxy in any other manner permitted by law.

2. Voting in Person

If you wish to vote in person, you may present yourself to a representative of Computershare at the registration table for the Meeting. Your vote will be taken and counted at the Meeting. If you wish to vote in person at the Meeting, do not complete or return the form of proxy.

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How can a non-registered Unitholder vote?

If your Units are not registered in your name and are held in the name of an intermediary such as a bank, trust company, securities dealers or brokers or other financial institution, you are a "non-registered Unitholder".

Registered Unitholders, or the persons they appoint as their proxies, are permitted to vote at the Meeting. However, while non-registered Unitholders are permitted to attend the Meeting, they may not vote at the Meeting unless they have been appointed as a proxyholder or complied with the procedure outlined below under "Voting in Person". Without specific instructions, Canadian brokers and their agents or intermediaries are prohibited from voting Units for the broker's client. If you are a non-registered Unitholder, you can vote your Units in the ways set-forth below:

1. Giving your Voting Instructions

Broadridge Financial Solutions, Inc. ("Broadridge") will forward copies of the Notice of Meeting, this Circular and the form of proxy (collectively, the "meeting materials") to non-registered Unitholders. Broadridge will also provide you with a voting instruction form, which must be completed and signed by you in accordance with the directions on the voting instruction form. This will allow you to direct the voting of the Units you beneficially own.

Non-registered Unitholders should carefully follow the instructions of Broadridge, including any instructions as to the time within which you will be required to return voting instruction forms to Broadridge.

You may revoke a voting instruction form or a waiver of the right to receive meeting materials and to vote given to Broadridge at any time by written notice to Broadridge, except that Broadridge is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive meeting materials and to vote that is not received by Broadridge at least seven days prior to the Meeting.

2. Voting in Person

Non-registered Unitholders are permitted to attend the Meeting, but may not vote (or have another person attend and vote on behalf of the non-registered Unitholder) unless you advise Broadridge in accordance with the instructions set-forth on the voting instruction form. In doing so, you are instructing your nominee to appoint you as a proxyholder. Please register with the Trust's transfer agent, Computershare, when you arrive at the Meeting. As we have no access to the names of the non-registered Unitholders, if you attend the Meeting without following this procedure, we will have no record of the Units you hold or whether you are entitled to vote.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Management is not aware of any material interest of any director, senior officer or nominee for director of the Administrator, or of any associate or affiliate of any of the foregoing, in respect of any matter to be acted on at the Meeting except as disclosed in this Circular.

PURPOSES OF THE MEETING

RECEIPT OF FINANCIAL STATEMENTS AND AUDITOR'S REPORT

The audited consolidated financial statements of the Trust for the year ended December 31, 2015 and the auditor's report thereon will be placed before the Meeting. These documents are available on the Trust's website at www.criusenergytrust.ca and on SEDAR under the Trust's issuer profile at www.sedar.com and, upon request from any securityholder of the Trust, the Trust will promptly provide a copy of the requested materials free of charge. No formal action will be taken at the Meeting to approve the financial statements, which have already been approved by the board of directors of the Administrator (the "Board"). Unitholders will, however, have an opportunity to ask questions about the audited consolidated financial statements at the Meeting.

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APPOINTMENT OF AUDITORS OF THE TRUST

The Trust Indenture appointed Ernst & Young LLP as the initial auditors of the Trust on September 7, 2012 and provides that the auditors of the Trust will be appointed at each annual meeting of Unitholders. Ernst & Young LLP was appointed as auditors of the Trust at the annual meetings of Unitholders on May 14, 2013, May 14, 2014 and May 13, 2015. The Board proposes that Ernst & Young LLP be reappointed as auditors of the Trust until the next annual meeting at such remuneration as may be approved by the Board.

Unless otherwise instructed, the persons named in the form of proxy intend to vote FOR the appointment of Ernst & Young LLP as auditors of the Trust and for the Board to fix the remuneration of the auditors.

ELECTION OF DIRECTORS OF THE ADMINISTRATOR

Pursuant to the terms of the Voting Agreement, the Administrator Shareholder will vote its shares of the Administrator at the direction of the Unitholders, as communicated by the Trustee as agent for the Unitholders, with regard to, among other things, the election of the Administrator Directors. See "Voting Agreement" in the AIF.

All of the Administrator Directors hold office for a term ending at the close of the next annual meeting of Unitholders following their election or until their successors are duly appointed or elected.

Nominees for Election to the Board of Directors

All of the proposed nominees are currently directors of the Administrator and have been since the dates indicated below. All nominees have established their eligibility and willingness to serve as directors. If, for any reason at the time of the Meeting, any of the above nominees is unable to serve, unless otherwise specified, the persons designated in the form of proxy may vote in their discretion for any substitute nominee or nominees.

The six nominees for election as directors of the Administrator, including all officer positions currently held with the Administrator, present principal occupation and employment for the past five years, meeting attendance records and direct and indirect beneficial ownership of, or control or direction over, Units, deferred trust units ("DTUs") and Membership Units of the Company held by each nominee are set-forth below.

Unless otherwise instructed, the persons named in the form of proxy intend to vote FOR the election of each of the proposed nominees listed below and in the form of proxy. Each director will be elected individually and not as a slate.

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Michael Fallquist Not Independent

Age: 38 Stamford, Connecticut, USA Director since September 12, 2012

Michael Fallquist is the Chief Executive Officer of the Administrator and the Trust and currently serves as an Administrator Director. Prior to that, Mr. Fallquist served as Chief Executive Officer of Regional Energy Holdings, Inc. ("REH"), which combined with Public Power, LLC ("Public Power") to form the Company. Mr. Fallquist founded REH in 2009 to manage a portfolio of energy service companies, including Viridian Energy, Cincinnati Bell Energy, FairPoint Energy and FTR Energy Services.

Prior to founding REH, Mr. Fallquist served as the Chief Operating Officer of Commerce Energy, a publicly listed natural gas and electricity retailer serving approximately 150,000 customers in the United States. Before joining Commerce Energy, Mr. Fallquist worked for the Macquarie Group in Australia and in the United States, where he gained experience as a member of the Strategy Group, and in various energy trading and marketing roles within the Energy Markets Division.

Education Mr. Fallquist earned a B.A. in Economics from Colgate University and an M.B.A. from Cornell University.

Investment in the Trust and its subsidiaries

Units DTUs Membership Units

10,000 0 1,506,538 (4.41%)

Governance Board/Committee Memberships Attendance at Meetings during 2015

Board of Directors 11/11 (100%)

James A. Ajello Independent

Age: 63 Honolulu, Hawaii, USA Director since November 13, 2012

James A. Ajello currently serves as an Administrator Director, a member of the Audit and Risk Committee and a member of the Governance, Nomination & Compensation Committee. Mr. Ajello is the Executive Vice President, Chief Financial Officer and Chief Risk Officer of Hawaiian Electric Industries, Inc. (NYSE: HE), the largest supplier of electricity in the state of Hawaii and owner of American Savings Bank, Hawaii’s third largest bank in terms of assets. Mr. Ajello's prior experience includes serving Reliant Energy Inc., an energy retailer, from 2000 to 2009, most recently as Senior Vice President of Business Development and also as Senior Vice President and General Manager of Commercial and Industrial Marketing and President of Reliant Energy Solutions LLC. In addition, Mr. Ajello was a Senior Banker/Managing Director of the Energy and Natural Resources Group of UBS Warburg/UBS Securities LLC and affiliates from 1984 to 1998. Currently, Mr. Ajello serves on the Board of Trustees of Hawaii Pacific University, SKAI Ventures, the Board of the Hawaiian Electric Industries Community Foundation, and a member of the Board of Trustees of Enterprise Honolulu (Oahu Economic Development Board).

Education Mr. Ajello holds a bachelor's degree from the State University of New York, an M.P.A. from Syracuse University and is a graduate of the Advanced Management Program of the European Institute of Business Administration in Fontainebleau, France.



10,016 0 0

Governance

Board/Committee Memberships Attendance at Meetings during 2015

Board of Directors 8/11 (72.7%)

Audit and Risk Committee 4/4 (100%)

Governance, Nomination & Compensation Committee 3/3 (100%)

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Brian Burden Independent

Age: 60 Calgary, Alberta, Canada Director since September 13, 2012

Brian Burden currently serves as an Administrator Director and Chair of the Audit and Risk Committee. Prior to joining the Board, Mr. Burden was the Chief Financial Officer of TransAlta Corporation, an electricity power generator and wholesale marketing company, from 2005 to 2010. Before joining TransAlta Corporation, Mr. Burden was the Executive Vice President and Chief Financial Officer of Molson Inc. from 2002 to 2005, a senior finance executive at Diageo PLC from 1997 to 2002, and a Finance Director of United Distillers Limited in the United Kingdom from 1989 to 1997. Mr. Burden has been a director of the Canadian Soccer Association since June 26, 2012, a director of Trinidad Drilling Ltd. since September 11, 2013, and has sat on the Advisory Council of StarTech.com, a private company, since September 1, 2013.

Education Mr. Burden holds a diploma in Business Studies from Rotherham College, is a member of the Associated Chartered Institute of Management Accountants of the United Kingdom and received an ICD.D Certification from the Institute of Corporate Directors.



10,016 0 0

Governance



Audit and Risk Committee (Chair) 4/4 (100%)

Robert Huggard Independent

Age: 61 Toronto, Ontario, Canada Director since September 12, 2012

Robert Huggard currently serves as an Administrator Director, a member of the Audit and Risk Committee and a member of the Governance, Nomination & Compensation Committee. Mr. Huggard is currently the President and

CEO of the Ontario Energy Association, but has tendered his resignation to the Ontario Energy Association taking effect on July 1, 2016. Mr. Huggard's prior experience includes serving as President of Lindaura Consulting, leading Direct Energy, an energy retailer, as President of Home and Business Services from 2008 to 2009, as President of Canadian Operations from 2005 to 2007 and as Executive Vice President from 2002 to 2005.

Prior to joining Direct Energy, Mr. Huggard was the Vice President and General Manager of Home and Business Services at Enbridge from 1999 to 2002, the Vice President of Retail Services at Enbridge Gas Distribution from 1997 to 1999 and the Vice President of Marketing at Enbridge Gas Distribution from 1994 to 1997. Mr. Huggard was an independent director of the Board of Guelph Hydro Electric Systems Inc. from 2011 to 2014, serving on the Finance and Audit Committee and the Human Resources and Compensation Committee. In addition, Mr. Huggard was Chairman and director of SCITI TR Limited and the Trustee of SCITI Total Return Trust from May 2006 to May 2011, and was also the CEO of the Administrative Agent of The Consumers' Waterheater Income Fund from 2002 2006

Education Mr. Huggard holds a B.A. Honours in Economics from Dartmouth College, an M.B.A. from the Schulich School of Business and an ICD.D Certification from the Institute of Corporate Directors.



10,016 0 0

Governance


Board of Directors 10/11 (90.9 %)


Governance, Nomination & Compensation Committee

3/3 (100%)

9 |

David Kerr Independent

Age: 57 Toronto, Ontario, Canada Director since September 12, 2012

David Kerr currently serves as Chairman of the Board, an Administrator Director, a member of the Audit and Risk Committee, and a member of the Governance, Nomination & Compensation Committee. Mr. Kerr is the Chief Executive Officer of Thorium Power Canada Inc., a company engaged in nuclear power generation. Mr. Kerr was a founder and executive of Algonquin Power Income Fund from 1996 to 2010 and served as head of safety and environmental compliance from 1996 to 2010.

Education Mr. Kerr holds a B.Sc. Honours from the University of Western Ontario.



10,016 0 0

Governance




Governance, Nomination & Compensation Committee

3/3 (100%)

Daniel Sullivan Independent

Age: 73 Toronto, Ontario, Canada Director since October 29, 2012

Daniel Sullivan currently serves as an Administrator Director and Chair of the Governance, Nomination & Compensation Committee. Mr. Sullivan is a director of the Ontario Teachers' Pension Plan, Allied Properties Real Estate Investment Trust, IMP Group International Inc., and Choice Property Real Estate Trust. He was appointed by the Right Honourable Stephen Harper, Prime Minister of Canada, as Consul General for Canada in New York from 2006 to 2011. Prior to Mr. Sullivan's appointment as Consul General for Canada, he was Deputy Chairman of Scotia Capital Inc., the corporate and investment banking division of Scotiabank, where he had a successful 38 year career.

Mr. Sullivan served as Chair and Director of the Toronto Stock Exchange from 1999 to 2002 and was the former Chairman of the Investment Dealers Association of Canada from 1991 to 1992. He is also a former Director of a number of public companies, including Allstream Inc., Cadillac Fairview Corporation, Camco Inc., Monarch Development Corporation and Schneider Corporation. Mr. Sullivan has served on advisory boards or committees of Canada Post Corporation, Canada Deposit Insurance Corporation, the Canadian Securities Administrators and the Ontario Securities Commission.

Education Mr. Sullivan holds a B.A. and an M.B.A. from Columbia University and an M.B.A. from University of Toronto.



10,016 0 0

Governance


Board of Directors 10/11 (90.9%)

Governance, Nomination & Compensation 3/3 (100%) (Chair)

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APPROVAL OF DEFERRED TRUST UNIT PLAN

Unitholders will be asked at the Meeting to pass, by an ordinary resolution, resolutions ratifying the DTUP and approving the unallocated options, rights or other entitlements (collectively, the "Entitlements") under the DTUP (the "DTUP Resolutions").

The DTUP was adopted by the Board on January 6, 2016. Pursuant to the rules of the Toronto Stock Exchange ("TSX"), unallocated options, rights or other entitlements under security-based compensation arrangements that do not have a fixed number of securities issuable must be approved by the holders of the issuer's securities every three years after institution in order for any such unallocated options, rights or other entitlements to continue to be eligible to be settled in securities of the issuer (such a renewal referred to herein as a "re-load"). Accordingly, in order for any unallocated Entitlements under the DTUP to be settled in Units, the DTUP and any unallocated Entitlements under the DTUP must be approved by Unitholders. Assuming the DTUP Resolutions are passed at the Meeting, the next such renewal approval by Unitholders would be required on or before June 20, 2019.

The number of authorized but unissued Units that may be subject to all security-based compensation arrangements of the Trust, including DTUs issued under the DTUP, is 10% of the issued and outstanding Units at any time. See "Unit-Based Compensation Plans – Deferred Trust Unit Plans" for further details on the DTUP. In addition, the market value of the DTUs granted to an Administrator Director under the DTUP in any particular year shall not exceed $150,000 for that year.

As of the date of this Circular, the Trust had 16,745,151 Units outstanding, which would allow the Trust to grant up to a total of 1,674,515 DTUs under the DTUP. As of the date of this Circular, there were nil DTUs outstanding under the DTUP and a total of nil Entitlements outstanding under any incentive plan of the Trust, resulting in a total of 1,674,515 unallocated Entitlements being unissued under the DTUP. Of those unallocated Entitlements, all of such Entitlements are allocated to the DTUP.

DTUs will not re-load (as defined above) to the DTUP unless and until the Unitholders vote in favour of the proposed DTUP Resolutions to ratify the DTUP and renew all unallocated Entitlements under the DTUP. The Trust believes that its incentive plans are an important element of its total compensation program to enable it to provide a competitive compensation package to directors, officers, employees and direct or indirect service providers. The elimination of an opportunity to award DTUs under the DTUP would reduce the Trust's flexibility in designing its compensation program for its directors, officers, employees and direct or indirect service providers, and would, in the opinion of Trust, negatively impact its ability to retain key personnel and impede its ability to hire new personnel in the future.

In connection with the foregoing resolutions, at a meeting of the Board on January 6, 2016, the Administrator Directors unanimously passed a resolution for and on behalf of the Trust by its administrator, the Administrator, approving the DTUP and all Entitlements under the DTUP, with the next such renewal required on or before June 20, 2019. The Board recommends that Unitholders vote in favour of the DTUP Resolutions. For a detailed summary of the DTUP, see "Unit-Based Compensation Plans – Deferred Trust Unit Plans".

The DTUP Resolutions must be passed by ordinary resolutions, being more than 50% of the votes cast by those Unitholders entitled to vote, whether cast in person or by proxy. In the absence of contrary instructions, the persons named in the accompanying form of proxy intend to vote the Units represented thereby FOR the DTUP Resolutions ratifying the DTUP and renewing the unallocated Entitlements under the DTUP until June 20, 2019.

The Board has unanimously approved, subject to regulatory and Unitholder approval, the approval of the DTUP and grant of unallocated deferred Units of the Trust under the DTUP. Accordingly, at the Meeting, the following DTUP Resolutions will be presented:

"BE IT RESOLVED as an ordinary resolution of the Unitholders of the Trust that:

a. the ratification and approval of the Deferred Trust Unit Plan of Crius Energy Trust, which provides for the issuance of up to 10% of the issued and outstanding Units of Crius Energy Trust at any time, and the unallocated options, rights or other entitlements under the Deferred Trust Unit Plan, in a form substantially set forward in Appendix "D" in the management information circular of Crius Energy Trust dated May 19, 2016, are hereby authorized and approved; and

b. any one officer or director of Crius Energy Administrator Inc., as administrator to Crius Energy Trust, is hereby authorized to execute and deliver all such agreements and documents, whether under the corporate seal or otherwise, and to take all actions, as such officer or director shall deem necessary or appropriate to give effect to the foregoing resolution."

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If the DTUP Resolutions are not approved, all future issuances of DTUS under the DTUP will be settled in cash in lieu of being settled in Units. In these circumstances, the Trust will not be permitted to grant further Unit-based Entitlements under the DTUP until such time as renewal approval is obtained.

Pursuant to the rules of the TSX, the aggregate number of Units issued to insiders of the Trust within any 12-month period, or issuable to insiders of the Trust at any time, under the DTUP and any other security-based compensation arrangement of the Trust, may not exceed 10% of the total number of issued and outstanding Units of the Trust at such time.

ACQUISITION OF MEMBERSHIP UNITS OF THE COMPANY

Unitholders will be asked at the Meeting to pass, with or without modification, an ordinary resolution (the "Remaining LLC Acquisition Resolution"), the full text of which is set forth below under the heading "Purposes of the Meeting – Acquisition of Membership Units of the Company – Reasons for Recommendation", approving the issuance of up to an additional 14,905,540 Units in connection with the Remaining LLC Acquisition, a summary of which is contained below.

As a result of making the Tender Offer (as defined below), the Trust intends to acquire, directly or indirectly, 100% of the ownership interest in the Company. At present, the Trust indirectly owns 14,716,582 Membership Units, representing an approximate 43.1% interest the Company. The Trust intends to acquire, directly or indirectly, an additional 19,458,942 Membership Units, representing the remaining issued and outstanding Membership Units not already owned by US Holdco (as defined below), through the Tender Offer, together with a Compulsory Acquisition (as defined below), if applicable (the Tender Offer and Compulsory Acquisition collectively, the "Remaining LLC Acquisition"). Assuming the completion of the Remaining LLC Acquisition, the Trust will own, directly or indirectly, an aggregate of 34,175,524 Membership Units, representing a 100% interest in the Company.

The Remaining LLC Acquisition is conditional on, among other things, approval of the Remaining LLC Acquisition Resolution at the Meeting, as described below under the heading "Purposes of the Meeting – Acquisition of Membership Units of the Company – Required Unitholder Approval", and the Trust fulfilling the listing requirements of the TSX in connection with the listing of the Units payable under the Remaining LLC Acquisition.

In connection with the Remaining LLC Acquisition, the Trust intends to make an election to be treated as a partnership for United States federal income tax purposes. Unitholders who are United States persons for U.S. federal income tax purposes should realize any unrecognized gain or loss in their Units as a result of the Trust making such election. Such Unitholders should consult their tax advisors regarding the potential implications to them of the Trust making such an election.

The Tender Offer

Crius Energy Corporation ("US Holdco"), an indirect wholly-owned subsidiary of the Trust, currently owns 14,716,582 Membership Units, representing an approximate 43.1% interest the Company. The remaining issued and outstanding 19,458,942 Membership Units in the Company not owned by US Holdco are owned by various holders, principally in the United States.

Prior to filing this Circular, the Trust delivered to each registered holder of Membership Units, other than US Holdco (each, a "Holder"), an Offer to Purchase Statement dated May 18, 2016 (the "Statement") pursuant to which the Trust, in conjunction with US Holdco, made an offer to purchase (the "Trust Offer"), on the terms and subject to the conditions in the Statement, all of the outstanding Membership Units, other than any Membership Units already held by US Holdco, from the holders of such Membership Units who validly tender all, but not less than all, of their Membership Units to the Trust Offer on or prior to the Expiration Time (as defined below), at a purchase price per Membership Unit equal to the Buy-Out Payment (as defined below under the heading "Purposes of the Meeting – Acquisition of Membership Units of the Company – The Tender Offer - Purchase Price").

Pursuant to the Governance Agreement dated September 18, 2012 between the Company and its unitholders, as amended (the "Company Governance Agreement"), the Trust may not offer to purchase the Membership Units unless US Holdco also makes an offer to acquire the Membership Units for the same purchase price as the Trust Offer. Accordingly, in order to comply with the requirements of the Company Governance Agreement, the Statement also contains an offer by US Holdco to purchase (the "US Holdco Offer") all of the outstanding Membership Units, other than any Membership Units already held by US Holdco, from the holders of such Membership Units on the same terms and subject to the same conditions as the Trust Offer, except that under the US Holdco Offer validly tendered Membership Units will be transferred directly to US Holdco in consideration for payment of the Cash Portion (as defined below) and Unit Portion

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(as defined below) by US Holdco, whereas under the Trust Offer a portion of the validly tendered Membership Units will be transferred to the Trust, in consideration for payment of the Unit Portion by the Trust, and the remainder of the validly tendered Membership Units will be transferred to US Holdco, in consideration for payment of the Cash Portion by US Holdco.

Under the Statement, each Holder can choose whether to tender their Membership Units to the Trust Offer or to the US Holdco Offer. The Trust Offer is expected to result in a more favourable United States income tax treatment to Holders than the US Holdco Offer, which is why the Trust decided to make the Trust Offer rather than just causing US Holdco to make the US Holdco Offer.

References in this Circular to the "Tender Offer" shall refer to both the Trust Offer and the US Holdco Offer. References in this Circular to the "Buyer" shall refer (i) in the case of the US Holdco Offer, to US Holdco, and (ii) in the case of the Trust Offer, to the Trust and US Holdco.

The Tender Offer expires at 5:00 p.m. Eastern Daylight Time, on June 20, 2016, unless extended up to 60 additional days or earlier terminated by the Trust or US Holdco (such time, as the same may be extended or earlier terminated, the "Expiration Time"). The closing of the Tender Offer is expected to occur shortly after the Tender Offer expires.

The closing of the Tender Offer is conditioned upon, among other things, the closing of the sale by the Trust of 7,462,000 subscription receipts ("Subscription Receipts") of the Trust, to be issued at a price of C$8.45 per Subscription Receipt for aggregate gross proceeds of C$63,053,900 (the "Offering"). Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration or further action on the part of such holder, one Unit (each, an "Underlying Unit") upon satisfaction of the Escrow Conditions (as defined below). In addition, each such holder will also be entitled to receive, upon the exchange of Subscription Receipts for Underlying Units, an amount per Subscription Receipt equal to the amount per Unit of any cash distributions for which record date(s) have occurred during the period commencing on the closing of the Offering through to the date immediately preceding the date the Underlying Units are issued pursuant to the Subscription Receipts (the "Distribution Equivalent Amount").

The gross proceeds from the Offering, less certain fees and costs payable in connection with the Offering, will be deposited in escrow (the "Escrowed Funds") and held by the escrow agent pending the satisfaction of certain escrow conditions (the "Escrow Conditions"), including the satisfaction of all conditions precedent to the acquisition of all of the Membership Units held by the Group (as defined herein) (other than the payment of the Buy-Out Payment under the Tender Offer) pursuant to the Tender Offer, including approval by the Unitholders of the Remaining LLC Acquisition Resolution. If the Escrow Conditions are not satisfied at or prior to 5:00 p.m. (Toronto time) on July 29, 2016 (the "Termination Time"), or if prior to the satisfaction of the Escrow Conditions (i) the Trust advises the underwriters of the Offering (the "Underwriters") in writing that the Sale of Interest Agreements (as defined below) have been terminated, or (ii) the Trust advises the Underwriters in writing or formally announces to the public by way of a press release that it does not intend to proceed with the Tender Offer, (each such occurrence, a "Termination Event"), the Trust will not be entitled to the receipt of the Escrowed Funds, and the Escrowed Funds will be returned to the holders of Subscription Receipts.

Assuming the Escrowed Funds are released to the Trust, the Trust intends to use the Escrowed Funds (i) to fund, directly or indirectly, the aggregate Cash Portion of the Buy-Out Payment (as defined below) payable to Holders selling Membership Units ("Sellers") pursuant to the Tender Offer, and (ii) if applicable, to fund the cash portion of the Compulsory Acquisition Purchase Price (as defined below) payable pursuant to any Compulsory Acquisition (as defined below). The Trust intends to use the remainder of the gross proceeds from the Offering, including upon any exercise of the over-allotment option granted to the Underwriters, to pay for the expenses of the Offering and for general corporate purposes.

Purchase Price

Pursuant to the Tender Offer, each Seller will be entitled to receive, in exchange for each Membership Unit sold by such Seller, a buy-out payment (the "Buy-Out Payment") comprised of (i) 0.766 Units (the "Unit Portion"), and (ii) C$2.93 (the "Cash Portion"), provided that if the foregoing would otherwise result in the aggregate number of Units to be received by such Seller including a fractional Unit, the aggregate number of Units to be received by the Seller shall be rounded down to the nearest number of whole Units.

Although the Cash Portion is notionally determined in Canadian dollars, the Cash Portion will be payable in United States dollars based on the Canadian – United States dollar exchange rate that the Buyer can secure, using commercially reasonable efforts, for an exchange to occur on the closing date of the Tender Offer (which, for greater certainty, may be a hedged exchange rate or spot exchange rate selected at the discretion of the Buyer). Accordingly, although payment of

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the Cash Portion will be made in United States dollars, the amount payable is fixed in Canadian dollars, so that any changes in the Canadian – United States dollar exchange rate will be at the risk of the Sellers, not the Buyer.

Under both the Trust Offer and US Holdco Offer, the Cash Portion is payable by US Holdco. Assuming the gross proceeds of the Offering are released to the Trust in accordance with the terms of the Offering, the Trust and its affiliates intend to engage in various contributions, loans, or other transfers to affiliates of the Trust in order to permit US Holdco to pay the Cash Portion of the aggregate Buy-Out Payment payable by US Holdco to Sellers who validly tender their Membership Units under the Tender Offer (and, if applicable, to permit the Company to pay the cash portion of the Compulsory Acquisition Purchase Price under a Compulsory Acquisition).

Under the Trust Offer, the Unit Portion is payable by the Trust, whereas under the US Holdco Offer the Unit Portion is payable by US Holdco. In order to permit US Holdco to pay the Unit Portion of the aggregate Buy-Out Payment to acquire Membership Units under the US Holdco Offer, the Trust and its affiliates intend to engage in various contributions, loans, or other transfers to affiliates of the Trust in order to permit US Holdco to pay the Unit Portion of the aggregate Buy-Out Payment payable by US Holdco to Sellers who validly tender their Membership Units to the US Holdco Offer.

The Trust will apply to list the Subscription Receipts, the Underlying Units and the Units comprising the Unit Portion on the TSX. Such listing will be subject to the Trust fulfilling all of the listing requirements of the TSX.

Purchase Price Protection

If at any time on or prior to September 30, 2016 (the "Price Protection Period"), a person that is party to a non-disclosure agreement with the Trust or any of its affiliates as of the Announcement Time (as defined herein) (any such person, a "Third-Party Offeror") makes an offer or proposal to the Trust, or publicly announces an intention to undertake, (i) an amalgamation or merger with the Trust (or other similar transaction, including without limitation a plan of arrangement), pursuant to which the Third-Party Offeror will directly, or indirectly through an affiliate or any person acting jointly or in concert with the Third-Party Offeror, combine its business with the business of the Trust or directly or indirectly acquire (or combine their assets or businesses or a material portion thereof with) all or a majority portion of the business or assets of the Trust; or (ii) a take-over bid by take-over bid circular in compliance with applicable Canadian securities laws, after giving effect to which the Third-Party Offeror, if successful, would beneficially own, directly or indirectly, through an affiliate, and together with any person acting jointly or in concert with the Offeror, more than 50% of the Units (any such transaction, a "Price Protection Transaction"), then within five business days following the completion of the Price Protection Transaction, the Buyer is required to pay to a Seller, as additional consideration for each Membership Unit acquired by the Buyer from the Seller pursuant to the Tender Offer, an Adjustment Payment as described below.

The "Adjustment Payment", if any, to be received by a Seller on account of each Membership Unit purchased by the Buyer from such Seller pursuant to the Tender Offer is equal to the product (rounded down to two decimal places) obtained when (i) the amount, if any, by which (A) the consideration per Unit, expressed in Canadian dollars, received by the holders of Units pursuant to the Price Protection Transaction multiplied by the Conversion Ratio (as defined below), exceeds (B) C$9.74 (all as adjusted for any Unit split or consolidation, Unit dividend-in-kind, reorganization or similar event after the closing date), is multiplied by (ii) 30.10%, being the percentage of the Buy-Out Payment represented by the Cash Portion. The Adjustment Payment, if any, to be received by a Seller shall be paid in United States dollars based on the exchange rate that the Buyer can secure, using commercially reasonable efforts.

Lock-Up Restrictions

Pursuant to the Tender Offer, each Seller shall deliver a lock-up agreement prohibiting such Seller, without prior written consent of the underwriters of the Offering, from selling any Units received by such Seller as part of their Buy-Out Payment (collectively, the "Relevant Units") through the facilities of the TSX or any other stock exchange or securities trading platform (the "Lock-Up") as described below.

Each Seller who, together with any other person who, immediately prior to the closing of the Tender Offer, holds Membership Units and is determined by the Trust to be acting jointly or in concert with such Seller, and/or under common control, or with a common manager or management with such Seller, directly or indirectly, beneficially owns or exercises control or direction over 1.0% or less of the issued and outstanding Units, on a non-diluted basis, as of the date of the closing of the Tender Offer, after giving effect to the Units issued under the Tender Offer, shall be subject to the Lock-Up for a period of six months following the closing of the Tender Offer in respect of 100% of the Relevant Units held by such Seller.

Each Seller who, together with any other person who, immediately prior to the closing of the Tender Offer, holds Membership Units and is determined by the Trust to be acting jointly or in concert with such Seller, and/or under common

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control, or with a common manager or management with such Seller, directly or indirectly, beneficially owns or exercises control or direction over more than 1.0% of the issued and outstanding Units, on a non-diluted basis, as of the date of the closing of the Tender Offer, after giving effect to the Units issued under the Tender Offer, shall be subject to the Lock-Up for a period ending: (i) six months following the closing of the Tender Offer for 25% of the Relevant Units; (ii) 12 months following the closing of the Tender Offer for an additional 25% of the Relevant Units; (iii) 18 months following the closing of the Tender Offer for an additional 25% of the Relevant Units; and (iv) 24 months following the closing of the Tender Offer for the final 25% of the Relevant Units.

Voting Agreement with Certain Sellers

Pursuant to the Sale of Interest Agreement (as defined below) between the Trust, US Holdco and the Gries Entities (as defined below), the Trust and US Holdco have entered into a voting agreement (the "Voting Agreement") with the Gries Entities. Under the Voting Agreement, for so long as the Gries Entities, together with any person acting jointly or in concert with any Gries Entity, or any person under common control, or with a common manager or management with any Gries Entity, directly or indirectly, beneficially own or exercise control or direction over 10% or more of the issued and outstanding Units, on a non-diluted basis, after giving effect to the Tender Offer, each Gries Entity covenanted to vote, or cause to be voted, all Units owned by such Gries Entity, or over which such Gries Entity has voting control, from time to time and at all times, with respect to all matters put before the Unitholders at each duly called meeting of Unitholders (including every adjournment or postponement thereof) or by way of written consent, in such proportion and in such manner as the Unitholders who are not subject to this voting covenant. Under the Voting Agreement, the Gries Entities shall promptly deliver or cause to be delivered to the Trust, at the request of the Trust, such further proxies, powers of attorney and other instruments and documents as may be necessary in the opinion of the Trust to give effect to this voting covenant.

Compulsory Acquisition

Under the Second Amended and Restated Limited Liability Company Agreement of the Company dated November 13, 2012, which governs the business and affairs of the Company and sets forth the rights and obligations of the holders of Membership Units with respect to their ownership interests in the Company, if US Holdco and its affiliates hold more than 80% of the total Membership Units then outstanding, the Company has the right to purchase, at its option, all, but not less than all, of the Membership Units then outstanding held by persons other than US Holdco and its affiliates (a "Compulsory Acquisition") at a price per Membership Unit equal to the greater of: (i) the fair market value of a Membership Unit as determined by the board of directors of the Company in good faith, and (ii) the highest price paid by US Holdco or its affiliates for any Membership Unit purchased during the 90-day period prior to the exercise of the option (the "Compulsory Acquisition Purchase Price").

Prior to making the Tender Offer, the Trust and US Holdco entered into an agreement (collectively, the "Sale of Interest Agreements", and each a "Sale of Interest Agreement") with each of (i) GF Power I, LLC, GRM Family Limited Partnership and GF Factoring, LP (collectively, the "Gries Entities"), (ii) Michael Fallquist, and (iii) Macquarie Americas Corp. (collectively, the "Group") pursuant to which each holder of Membership Units in the Group agreed to tender all of their Membership Units to the Trust and its affiliates on the same terms and conditions as the Tender Offer. Collectively, the Group owns 12,807,733 Membership Units, representing approximately 37.4% of the issued and outstanding Membership Units. If each holder of Membership Units in the Group tenders their Membership Units to the Tender Offer, then following the completion of the Tender Offer the Trust will own, directly or indirectly, at least 80.5% of the outstanding Membership Units.

Following the closing of the Tender Offer, if the Trust owns, directly or indirectly, more than 80% of the issued and outstanding Membership Units, the Trust intends to cause the Company to undertake a Compulsory Acquisition, pursuant to which any remaining holders of Membership Units (other than the Trust or its affiliates) would be required to sell their Membership Units to the Company for the Compulsory Acquisition Purchase Price. If the Company completes a Compulsory Acquisition, the Trust will own, directly or indirectly, 100% of the issued and outstanding Membership Units, and any holders of Membership Units who do not tender their Membership Units to the Tender Offer would only be entitled to a right to receive the Compulsory Acquisition Purchase Price and would cease to own any Membership Units.

Closing of the Compulsory Acquisition, if applicable, is expected to occur as soon as possible following the closing of the Tender Offer.

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Background to the Remaining LLC Acquisition

The Remaining LLC Acquisition is a result of arm's length negotiations between representatives of the Trust and members of the Group (other than Michael Fallquist) and their respective advisors. The following is a summary of the events leading up to the negotiation of the Remaining LLC Acquisition and the meetings, negotiations, discussions and actions between the parties that preceded the Tender Offer and its public announcement.

On November 13, 2012, the Trust closed its initial public offering of 10 million Units at a price of C$10.00 per Unit for gross proceeds of C$100 million (the "IPO"). Concurrently with closing its IPO, the Trust indirectly acquired, through its wholly-owned subsidiaries, an approximate 26.8% ownership interest in the Company.

In July 2015, the Trust completed a public offering of 6,785,000 Units at a price of C$6.80 per Unit, which included 885,000 Units issued pursuant to the exercise in full of the over-allotment option granted to the underwriters, for total gross proceeds of C$46.1 million. The net proceeds of the offering were used by the Trust primarily to make a further indirect investment (US$28.8 million) in additional Membership Units of the Company which were acquired by US Holdco from certain holders of Membership Units (the "Additional Membership Interest Acquisition"). After giving effect to the Additional Membership Interest Acquisition, the Trust holds an approximate 43.1% indirect ownership interest in the Company.

From time to time, the Administrator evaluates potential alternatives for acquisitions by the Trust. As part of such evaluations, the Administrator has considered the potential benefits associated with increasing the Trust's indirect ownership interest in the Company to 100%.

The Tender Offer is intended to permit the Trust to acquire, directly or indirectly, 100% of the ownership of the Company on a non-dilutive basis. Management believes that the Tender Offer provides Unitholders with significant potential benefits, including increased liquidity through a larger market capitalization of the Trust, a simplified governance structure relating to the Trust's indirect ownership of the Company, and lower administrative costs associated with the current structure.

In November 2015, the Trust entered into a letter of intent with certain holders of Membership Units in the Group pursuant to which such holders of Membership Units agreed to sell a specified number of Membership Units if the trading price of the Units reached C$10.00 per Unit or more. The Trust intended to purchase such Membership Units with cash only. The trading price of the Units did not reach C$10.00 prior to the expiry of the letter of intent on December 31, 2015.

In late 2015, the Administrator retained financial and legal advisors to recommend a transaction structure for the potential acquisition by the Trust of the Membership Units not already directly or indirectly owned by it. In late March 2016, the Trust informally approached Mr. Robert Gries (on behalf of the Gries Entities) and representatives of Macquarie Americas Corp. to advise them about a possible transaction that the Trust intended to propose, upon finalization of the advisors' recommendations, including with respect to (i) a tax-efficient transaction structure, and (ii) an appropriate formula for determining the Buy-Out Payment for the Membership Units, including the portion to be paid in cash and the portion to be paid in Units.

In late April 2016, representatives of the Trust engaged in discussions with members of the Group to negotiate the terms of the Sale of Interest Agreements. Following these negotiations, each member of the Group executed a Sale of Interest Agreement in May 2016.

The Buy-Out Payment of C$2.93 and 0.766 Units per Membership Unit corresponds to an agreed upon formula negotiated with the members of the Group (other than Michael Fallquist) and reflected in the Sale of Interest Agreements based on a 5% discount to the volume weighted average of price of Units on the Toronto Stock Exchange for twenty trading days (the "20-Day VWAP") immediately preceding and including the announcement of the Tender Offer (the "Announcement Time"), and applying the Conversion Ratio as of the Announcement Time. The 5% discount is intended to approximate the estimated transaction costs incurred by the Trust in connection with the Remaining LLC Acquisition and the Offering.

The "Conversion Ratio" is 1.1531, which is equal to the quotient obtained when (i) the aggregate number of Diluted Trust Units (as defined below) outstanding immediately prior to the Announcement Time, is divided by (ii) the aggregate number of Membership Units indirectly owned by the Trust immediately prior to the Announcement Time. The aggregate number of "Diluted Trust Units" is 16,969,383, which is equal to the sum of (i) the aggregate number of Units outstanding immediately prior to the Announcement Time, and (ii) the difference between the number of Unit purchase warrants held by Macquarie Energy LLC ("Macquarie Energy") immediately prior to the Announcement Time and the quotient obtained when (A) the number of Unit purchase warrants held by Macquarie Energy LLC immediately prior to

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the Announcement Time multiplied by C$6.23 (being the exercise price of such warrants), is divided by (B) the 20-Day VWAP immediately prior to the Announcement Time.

On May 17, 2016, the Board convened to consider whether to approve the Tender Offer and the Offering. At the meeting, each of Michael Fallquist, Chief Executive Officer and a Director of the Administrator and Roop Bhullar, Chief Financial Officer of the Administrator, declared his interest in the Tender Offer and the Offering, as a party to the Sale of Interest Agreements in the case of Mr. Fallquist and as a Holder of Membership Units in the case of Mr. Bhullar and recused himself from the meeting. The remaining six members of the Board, each being independent, discussed at length the factors set out below under "Purposes of the Meeting – Acquisition of Membership Units of the Company – Reasons for Recommendation" and unanimously approved the terms and conditions of the Tender Offer and the Offering.

Structure Before and After Giving Effect to the Remaining LLC Acquisition

Investment inUS Holdco Notes

100%100%(5)

100%

43.1%(3) (Pre-Remaining Company Interest Acquisition)

100%(4) (Post-Remaining Company Interest Acquisition)

Investment inLLC Units

Investment inUS Holdco Shares

(100%)(2)

Investment inCdn Holdco Shares

(100%)

Investmentin Units (100%)

Administrator(1)

Unitholders

Crius EnergyTrust

(Ontario)

Administrator(Ontario)

CANADA

UNITED STATES

LEGENDAdministratorShareholder

CriusEnergy

Commercial Trust(Ontario)

Investment inCommercial Trust Units

(100%)

Regional Energy Holdings, Inc. (Nevada)

Public Power LLC (Connecticut)

56.9% (Pre-Remaining Company Interest Acquisition)

0% (Post-Remaining Company Interest Acquisition)(3)

Private holders of LLC Units

TriEagle Energy, LP(Texas)

Trusts

Unitholder

Corporation

Limited Liab ility Company or Limited Partnership

New Cdn Holdco(British Columbia)

Investment inNew Cdn Holdco Shares

(100%)

Unlimited Liability Company

Cdn Holdco(Ontario)

US Holdco(Delaware)

Crius Energy, LLC(Delaware)

Notes:

(1) Pursuant to the terms of the Administration Agreement, the Administrator performs all general and administrative services that are or may be required or advisable, from time to time, for the Trust.

(2) Following the completion of the Remaining LLC Acquisition, Cdn Holdco and New Cdn Holdco, together, are expected to hold 100% of the US Holdco Shares.

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(3) US Holdco's interest in the Company allows it, and indirectly the Trust, to appoint a majority of the members of the board of directors of the Company and thereby to control the day-to-day operations of the Company, including the amount of distributions the Company makes from available funds, if any.

(4) The Trust will, directly or indirectly, hold a 100% indirect ownership interest in the Company following the closing of the Remaining LLC Acquisition, assuming the Trust, directly or indirectly, acquires 19,458,942 Membership Units, which constitute all of the Membership Units not already owned by US Holdco, pursuant to the Tender Offer.

(5) The Company indirectly holds 100% of the outstanding general partnership interests and limited partnership interests in TriEagle Energy.

Required Unitholder Approval

The full text of the Remaining LLC Acquisition Resolution is set out below under the heading "Purposes of the Meeting – Acquisition of Membership Units of the Company – Reasons for Recommendation".

TSX Company Manual

Section 611(c) of the TSX Company Manual (the "Manual") requires Unitholder approval where the number of securities issuable in payment of the purchase price for an acquisition exceeds 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis. Assuming all 19,458,942 Membership Units are acquired by the Buyer from the Sellers pursuant to the Tender Offer, the Trust will issue an aggregate of 14,905,540 Units to such Sellers in satisfaction of the aggregate Unit Portion, representing approximately 89.0% of the 16,745,151 Units which are outstanding as of the date of this Circular, on a non-diluted basis. Accordingly, the Remaining LLC Acquisition Resolution must be passed by ordinary resolution, being more than 50% of the votes cast by those Unitholders entitled to vote, whether cast in person or by proxy.

Multilateral Instrument 61-101

Each of Michael Fallquist, Roop Bhullar and Cami Boehme is a "related party" (within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101")) of the Trust and, as such, the acquisition by the Buyer of Membership Units from each of those Sellers would constitute a "related party transaction" (within the meaning of MI 61-101) requiring the Trust to obtain a formal valuation and minority approval for the acquisition of such Membership Units (the "Related Party Membership Units Acquisitions") unless an exemption is available. As described below, an exemption is available from these requirements and, accordingly, no formal valuation or minority approval is required.

Each of Michael Fallquist, Roop Bhullar and Cami Boehme (i) is an insider of the Trust, and (ii) will be entitled, under the Tender Offer, to receive the Buy-Out Payment set forth below in exchange for their Membership Units.

Name of Insider Position of Insider Number of

Membership Units Held(1)

Buy-Out Payment(2)

Michael Fallquist Chief Executive Officer 1,506,538 C$4,414,156.34

1,154,008 Units

Roop Bhullar Chief Financial Officer 62,221 C$182,307.53

47,661 Units

Cami Boehme Chief Strategy Officer 38,060 C$111,515.80

29,153 Units

Total 1,606,819 C$4,707,979.67

1,230,822 Units

Notes:

(1) Each Seller who validly tenders all but not less than all of their Membership Units to the Tender Offer will receive, in exchange for each Membership Unit, the Buy-Out Payment comprised of the Unit Portion equal to 0.766 Units and the Cash Portion equal to C$2.93 in cash, representing an implied value of C$9.74 per Membership Unit held.

(2) Assuming all of the Membership Units held by such holders are tendered to the Tender Offer.

Assuming all 1,606,819 Membership Units held by Michael Fallquist, Roop Bhullar and Cami Boehme are acquired by the Buyer pursuant to the Tender Offer, the aggregate consideration payable to such insiders of the Trust would have an aggregate implied value of approximately C$15,650,417.

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MI 61-101 provides a number of circumstances in which a transaction between an issuer and a related party may be subject to valuation and minority approval requirements. An exemption from both requirements is available when the fair market value of the transaction, insofar as it involves "interested parties" (within the meaning of MI 61-101), such as insiders of the Trust, is not more than 25% of the market capitalization of the issuer. Since the anticipated aggregated fair market value of the Buy-Out Payment payable to Sellers in connection with Related Party Membership Units Acquisitions is less than 25% of the market capitalization of the Trust, the Related Party Membership Units Acquisitions will, as a result, not be subject to the valuation and minority approval requirements of MI 61-101.

Recommendation of the Board

The independent directors of the Board (which, for greater certainty, excludes Michael Fallquist), after careful consideration and having advice from the Trust's financial and legal advisors, unanimously concluded that the Remaining LLC Acquisition is in the best interests of the Trust. Accordingly, the Board (excluding Michael Fallquist, having declared his interest in the Tender Offer as a party to a Sale of Interest Agreement) unanimously approved the Remaining LLC Acquisition and unanimously recommends that Unitholders vote in favour of the Remaining LLC Acquisition Resolution at the Meeting.

Reasons for Recommendation

The independent directors of the Board (which, for greater certainty, excludes Michael Fallquist) has carefully considered all aspects of the Remaining LLC Acquisition and has received the benefit of advice from its financial and legal advisors. The Board identified a number of factors, including those set out below, as being most relevant to its recommendation to Unitholders to vote for the Remaining LLC Acquisition Resolution. The Board did not consider it practical to, and did not attempt to, assign relative weights to the various factors. In addition, individual members of the Board may have given different weight to different factors. The following discussion of the information and factors considered and evaluated by the Board is not intended to be exhaustive of all factors considered and evaluated by the Board. The conclusions and recommendations of the Board were made after considering the totality of the information and factors considered.

• Provides Capital Strength and Flexibility. The Remaining LLC Acquisition simplifies the Crius Group's structure to align with its focus on investments in U.S. energy businesses and provides the capital strength and flexibility required to execute the Trust's business plan described above and fund growth initiatives.

• Reduced Administrative Costs. The Remaining LLC Acquisition simplifies the Crius Group's structure and is expected to lower administrative costs currently associated with the current corporate structure.

• Enhanced Liquidity for Unitholders. The Remaining LLC Acquisition provides enhanced liquidity in trading for Unitholders as a result of the listing of the Units to be issued in satisfaction of the aggregate Unit Portion payable under the Remaining LLC Acquisition. In addition, the Lock-Up Restrictions are intended to minimize the impact of any sale of the Locked-Up Units by staggering the release of the trading restrictions over the course of 24 months. See "The Tender Offer – Lock Up Restrictions."

• Larger Market Capitalization. The Remaining LLC Acquisition and the listing of the Units to be issued in satisfaction of the aggregate Unit Portion payable under the Remaining LLC Acquisition, together with the listing of the Underlying Units to be issued in exchange for the Subscription Receipts, will increase the market capitalization of the Trust from C$156,734,613 to an estimated C$366,094,788, representing an approximate 134% increase (in each case based on the trading price of Units (C$9.36) immediately prior to the Announcement Time and without giving effect to the over-allotment option granted to the Underwriters).

• Acquisition Price Non-Dilutive. The Buy-Out Payment is based on a 5% discount to the 20-Day VWAP of the Units, which is intended to approximate the estimated transaction costs for the Tender Offer and the Offering. Accordingly, all costs associated with the Remaining LLC Acquisition, including underwriting commissions, legal and other advisory fees, are being passed on to the Sellers.

• Arm's Length Process. The Remaining LLC Acquisition is the result of an arm's length and comprehensive negotiation process conducted under the supervision of the independent directors of the Board (which, for greater certainty, excludes Michael Fallquist) and with the participation of the Trust's outside financial and legal advisors. The independent directors of the Board carefully considered the results of negotiations with the independent members of the Group in light of the best interests of the Trust and the effect on its Unitholders.

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• No Creation of New Person with Controlling Voting Power. The Gries Entities, the only unitholder group that, to the knowledge of the Trust, will hold 10% or more of the Units outstanding after the completion of the Remaining LLC Acquisition, has agreed to vote, or cause to be voted, all Units owned or controlled by them on all matters put before the Unitholders at each duly called meeting of Unitholders or by way of written consent, in such proportion and in such manner as the Unitholders that are not subject to this voting covenant.

The Remaining LLC Acquisition Resolution must be passed by ordinary resolutions, being more than 50% of the votes cast by those Unitholders entitled to vote, whether cast in person or by proxy. In the absence of contrary instructions, the persons named in the accompanying form of proxy intend to vote the Units represented thereby FOR the Remaining LLC Acquisition Resolution affirming the issuance of up to 14,905,540 Units to as partial consideration for the acquisition of all of the issued and outstanding Membership Units not already owned by US Holdco.

The independent directors of the Board have unanimously approved, subject to regulatory and Unitholder approval, the approval of the Remaining LLC Acquisition. Accordingly, at the Meeting, the following Remaining LLC Acquisition Resolution will be presented:

"BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

a. the issuance by Crius Energy Trust of an aggregate of up to 14,905,540 Units of Crius Energy Trust to the holders of Membership Units of Crius Energy, LLC, other than Crius Energy Corporation, pursuant to the terms of the Tender Offer delivered by Crius Energy Trust and Crius Energy Corporation to the holders of Membership Units of Crius Energy, LLC, as described in the management information circular of Crius Energy Trust dated May 19, 2016, is hereby authorized and approved; and


If the Remaining LLC Acquisition Resolution is not approved, the Remaining LLC Acquisition will not be completed.

ADOPTION OF UNITHOLDER RIGHTS PLAN

Unitholders will be asked at the Meeting to pass, with or without modification, an ordinary resolution (the "Unitholder Rights Plan Resolutions"), the full text of which is set forth below, approving the adoption of a unitholder rights plan for the Trust (the "Rights Plan"), a summary of which is contained below.

The Rights Plan is designed to ensure that, to the extent possible, all of the Unitholders are treated fairly if a take-over bid is made for the Units.

The Rights Plan is consistent and compliant with the recently enacted amendments to Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids and changes to National Policy 62-203 Take-Over Bids and Issuer Bids adopted by the Canadian Securities Administrators and which came into effect on May 9, 2016 (the "New Take-Over Bid Rules"). In light of these regulatory changes, the Rights Plan serves to prevent a "creeping" bid, wherein an acquiror acquires more than 20% of the outstanding voting securities of the Trust (and potentially a blocking position) under exemptions from the New Take-Over Bid Rules. Unitholders will be asked to approve the Rights Plan every three years.

The Administrator Directors are not currently aware of any pending or threatened take-over bid offers for the Trust.

This summary of the proposed Rights Plan is qualified in its entirety by the full text of the Rights Plan, a copy of which can be found in Appendix "E" to this Circular. Key substantive features of the Rights Plan include:

• Issue of Rights. On the effective date of the Rights Plan, one right will be issued and attach to each Unit outstanding and will attach to each Unit subsequently issued.

• Flip-in Events. The acquisition by a person (an "Acquiring Person") of 20% or more of the outstanding Units is considered a "Flip-in Event", with certain exceptions for subsidiaries, underwriters and others.

• Rights Exercise Privilege. The rights separate from the Units, and Unitholders can then exercise their rights and transfer or trade them separately, 10 trading days after the earlier of: (i) the date of commencement or public

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announcement of a take-over bid for Units (which is not a Permitted Bid, as defined below), (ii) the date that a Permitted Bid or competing Permitted Bid ceases to be one, and (iii) the date that a public announcement or disclosure is made that a person has become an Acquiring Person (the "Separation Time").

o After the Separation Time and prior to a Flip-In Event, each right allows Unitholders to buy one Unit at three times the market price (the "Exercise Price"), after adjusting for anti-dilution provisions.

o After a Flip-In Event, each right allows Unitholders, other than an Acquiring Person, to buy that number of Units with a total market price that is double the Exercise Price for an amount in cash equal to the Exercise Price (effectively, the price of each Unit will be half the market price).

o Rights held by an Acquiring Person are void on a Flip-In Event.

o Rights cannot be exercised if the Units are acquired by an Acquiring Person through a Permitted Bid.

• Permitted Bid Requirements. A purchase that involves buying 20% or more of the outstanding securities of the Trust is considered a permitted bid (a "Permitted Bid") when it meets all the requirements that make it fair to Unitholders, including:

o an information circular is issued;

o the bid is available to all Unitholders;

o the bid is available for at least 105 days;

o Units tendered to the bid can be taken up only after 105 days and only if more than 50% of the Units outstanding and held by independent Unitholders (Unitholders other than the bidder, its affiliates and anyone acting jointly or together with others) have been tendered and not withdrawn; and

o as soon as more than 50% of Units held by independent Unitholders have been tendered to the take-over bid, the bidder must publicly disclose this and keep the bid open for another 10 business days to allow any additional deposits of Units.

• Waiver. The Administrator Directors may, prior to the occurrence of a Flip-In Event, waive the application of the Rights Plan to a particular Flip-In Event (an "Exempt Acquisition") where the take-over bid is made by a take-over bid circular to all holders of Units or, with the prior approval of Unitholders, where a Flip-In Event would occur by another reason. Where the Administrator Directors exercise the waiver power for one take-over bid, the waiver will also apply to any other take-over bid for the Trust made by a take-over bid circular to all holders of Units prior to the expiry of any other bid for which the Rights Plan has been waived.

• Redemption. The Administrator Directors can redeem each right at $0.00001 per right, as long as the redemption receives approval from a majority of Unitholders (or rights holders after the Separation Time has passed) at a meeting called for such purpose. The Administrator Directors will also redeem the rights once a Permitted Bid, competing Permitted Bid or Exempt Acquisition is complete, and does not need Unitholder approval to do so.

• Amendments. The Administrator Directors can make changes to the Rights Plan if a majority of votes by Unitholders (or rights holders if the Separation Time has occurred) cast at a meeting called for that purpose vote for the changes.

• Exemptions. There are certain exceptions proposed in the Rights Plan where the acquisition of 20% or more of the Units will not result in the creation of an Acquiring Person and will not trigger a Flip-In Event, including where institutional investors acquire 20% or more of the Units as long as they are not making, or are not part of a group that is making, a take-over bid. Institutional investors include investment managers, trust companies, statutory bodies, crown agents, statutory bodies and administrator or trustees of pension plans or funds.

The Unitholder Rights Plan Resolutions must be passed by ordinary resolution, being more than 50% of the votes cast by those Unitholders entitled to vote, whether cast in person or by proxy. In the absence of contrary instructions, the persons named in the accompanying form of proxy intend to vote the Units represented thereby FOR the Unitholder Rights Plan Resolutions authorizing and adopting the Rights Plan.

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The Board has unanimously approved, subject to regulatory and Unitholder approval, the approval of the Rights Plan. Accordingly, at the Meeting, the following Unitholder Rights Plan Resolutions will be presented:

"BE IT RESOLVED as an ordinary resolution of the Unitholders of the Trust that:

a. the Unitholder Rights Plan of Crius Energy Trust, in a form substantially set forward in Appendix "E" in the management information circular of Crius Energy Trust dated May 20, 2016, is hereby authorized and approved and shall continue and remain in effect until further ratification is required pursuant to the rules of the applicable regulatory requirements; and


If the Unitholder Rights Plan Resolutions are not approved, the Rights Plan will not be adopted by the Trust.

OTHER BUSINESS

Management is not aware of any business to come before the Meeting other than as set forth in the Notice of Meeting. If any other business properly comes before the Meeting, it is the intention of the persons named in the form of proxy to vote the Units in accordance with their best judgment on such matter.

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis reviews the objectives, policies and principles of the Administrator's executive compensation program, with particular emphasis on the process for determining compensation for the CEO, the Chief Financial Officer ("CFO"), and each of the three most highly compensated executive officers other than the CEO and the CFO, whose total annual compensation exceeds $150,000 (collectively, the "Named Executive Officers" or "NEOs"). The following five individuals are considered Named Executive Officers of the Trust for the year ended December 31, 2015:

• Michael Fallquist, Chief Executive Officer;

• Roop Bhullar, Chief Financial Officer;

• Chaitu Parikh, Chief Operating Officer;

• Cami Boehme, Chief Strategy Officer; and

• Barbara Clay, Executive Vice President and General Counsel.

As of the date of this Circular, Michael Fallquist, CEO, Roop Bhullar, CFO, Chaitu Parikh, COO, Cami Boehme, Chief Strategy Officer, Barbara Clay, Executive Vice President and General Counsel, Christian McArthur, Executive Vice President of Procurement, Pricing and Product Engineering, Rob Cantrell, Executive Vice President of Sales and Pat McCamley, Executive Vice President of Corporate Development are the only "executive officers" (as defined in National Instrument 51-102 – Continuous Disclosure Obligations) of the Administrator.

GOVERNANCE, NOMINATION & COMPENSATION COMMITTEE

The Governance, Nomination & Compensation Committee (the "GN&C Committee") was established by the Board to, among other things, review, approve and/or make recommendations to the Board for compensation of executive officers and Administrator Directors. The four members of the GN&C Committee are Daniel Sullivan (Chair of the GN&C Committee), James A. Ajello, Robert Huggard and David Kerr. Messrs. Sullivan, Ajello, Huggard and Kerr are all independent directors. Their biographical summaries are included under the section "Purposes of the Meeting – Election of the directors of the Administrator – Nominees for Election to the Board of Directors". Each of the GN&C Committee members has extensive experience in the area of compensation and executive compensation. Messrs. Ajello, Huggard and Kerr held and/or hold senior executive positions in large organizations within the energy sector and, through those positions, have substantial experience in matters of executive compensation. In addition, Mr. Sullivan has direct experience in matters of executive compensation from his membership on the boards of numerous

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publicly traded entities. For more information on the GN&C Committee, see "Statement of Corporate Governance – Board Committees".

COMPENSATION PROGRAM – GENERAL

Pursuant to the GN&C Committee charter (the "GN&C Committee Charter"), the GN&C Committee makes recommendations to the Board with respect to the annual salary, bonus and other benefits of the CEO. The GN&C Committee also oversees the evaluation of the performance of the executive officers other than the CEO and, after considering the recommendations of the CEO, approves the annual compensation of the other executive officers.

The remuneration of the Administrator Directors is set, and periodically reviewed, by the Board on the recommendation of the GN&C Committee. The level of remuneration is designed to provide a competitive level of remuneration relative to directors of comparable entities and corporations. Consultants may be periodically retained to obtain this information and to assess the relative remuneration of Administrator Directors and other executive officers within the Company. As described below, the Company previously engaged Towers Watson Inc. (the "Compensation Consultant") to assess the remuneration of the Administrator Directors and executive officers of the Company.

The compensation of the CEO is determined by the Board as a whole on the recommendation of the GN&C Committee. The level of CEO compensation is determined by considering all factors deemed appropriate, including CEO salaries for public companies of comparable size and complexity. The annual incentive and Unit-based incentive entitlements are determined by the Board, upon recommendation of the GN&C Committee, based on the Trust's overall performance and other relevant factors.

Compensation-Related Fees

The Compensation Consultant was initially retained by the GN&C Committee on January 4, 2013 to assist the GN&C Committee to (i) develop a compensation philosophy for the executive officers, (ii) design a long-term incentive compensation program, and (iii) assess compensation competitiveness of the executive officers.

On March 13, 2015, the Company engaged the Compensation Consultant to (i) review the current executive compensation philosophy and benchmark organizations, (ii) assess the competitiveness of compensation provided to executive officers, (iii) address differences in compensation levels between new and longer-tenured executive officers, and (iv) assess the competitiveness of compensation provided to the Administrator Directors.

The following table shows the fees paid to the Compensation Consultant for the years ended December 31, 2015, 2014 and 2013 in consideration of the consultation services described herein:

Type of Fees (before tax)

2015 (US$)

2014 (US$)

2013 (US$)

Compensation-Related Fees $83,547 $0 $100,517

All Other Fees $0 $0 $0

COMPENSATION OBJECTIVES AND PRINCIPLES

The Board recognizes that the success of the Trust, the Administrator and the Trust's direct and indirect subsidiaries (collectively, the "Crius Group") depends greatly on its ability to attract, retain and motivate superior performing employees at all levels, which can only occur if the Crius Group has an appropriately structured and executed compensation program. The Crius Group's compensation policies are founded on the principle that executive and employee compensation should be consistent with Unitholders' interests and the Crius Group's compensation plans are therefore intended to encourage decisions and actions that will result in the Crius Group's growth and create long-term Unitholder value. In determining the compensation to be paid to the executive officers, the GN&C Committee considers corporate achievements and comparative market data with the guidance of the Compensation Consultant.

The principal objectives of the Crius Group's executive compensation program are as follows:

• to attract and retain qualified executive officers;

• to have a compensation package that is competitive within the marketplace;

• to align the executives' interests with those of the Unitholders; and

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• to reward the demonstration of both leadership and performance.

The GN&C Committee's objective is to ensure the compensation of the NEOs provides a competitive package that reflects the above objectives, as well as provides a link between discretionary short and long-term incentives with short and long-term corporate goals. The compensation package is designed to reward performance based on the achievement of performance goals and objectives and to be competitive with comparable companies in the market in which the Crius Group competes for talent.

COMPENSATION AND RISK

The Trust recognizes that executive compensation must support an appropriate level of risk. The Trust is responsible for ensuring that compensation policies and practices do not encourage undue risk-taking on the part of executives. To this end, practices are in place to mitigate the risks associated with compensation policies and programs.

The GN&C Committee has considered the implications of the risks associated with the Trust's compensation policies and practices and has not identified any risks arising from such policies and practices that are reasonably likely to have a material adverse effect on the Trust. The GN&C Committee believes that any risk is appropriately mitigated by, among other factors: (i) awarding unit-based compensation that becomes vested after three years, which motivates long-term rather than short-term performance; (ii) adopting a balanced number of performance objectives in any given year, thereby limiting the impact any particular activity could have on an individual's overall performance score; and (iii) providing the GN&C Committee and the Board with discretion to award incentive-based compensation to executives. In addition, the GN&C Committee will continue to have oversight in the performance objective-setting process in order to reduce the possibility that performance objectives are adopted in a manner that encourages excessive risk-taking.

See "Financial Instruments".

ELEMENTS OF COMPENSATION

The NEOs receive compensation consisting of three components: (i) base salary; (ii) participation in short-term incentive compensation programs; and (iii) participation in long-term incentive compensation programs. All salary increases, cash bonuses as part of short-term incentive compensation programs, and unit-based awards as part of long-term compensation programs for the NEOs are reviewed by the GN&C Committee and amended as deemed appropriate with the approval of the Board.

Base Salary

The base salary of each NEO is, subject to a minimum amount established under the executive employment agreements described below, determined by the GN&C Committee. Initial base salaries for 2015 were determined with reference to the Company's executive employment agreements with each NEO and were adjusted upwardly for certain NEOs. The base salary of each NEO reflects the complexity of the NEO's role in addition to the amount of industry and other relevant experience they possess. Salaries will be reviewed regularly and compared to industry peers through publicly available documents and available compensation surveys prepared by compensation consultants. Consideration will be given to the growth plans of the Trust and the objective to attract and retain talented individuals from the industry.

Incentive Compensation

The Company has formal Short-Term Incentive ("STI") and Long-Term Incentive ("LTI") programs for executive employees.

Short-Term Incentive Compensation

The STI compensation program of the Crius Group will generally provide for annual cash awards, which are intended to motivate and reward NEOs for achieving and surpassing annual corporate and individual goals. The amount of the cash award or "bonus" will be determined by reference to a target percentage of base salary ("STI Target"). Bonus awards for the NEOs, excluding the CEO, will be recommended by the CEO and reviewed and approved by the GN&C Committee. Bonus awards for the CEO will be recommended by the GN&C Committee and approved by the Board. Peer performance and practices will also be considered each year in determining the final amounts to be awarded.

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Under the STI compensation program, a cash award or "bonus" may be payable following the end of each year, up to a maximum of each individual's STI Target, based on the achievement of Company and individual goals. Each individual has an STI Target that is calculated as a percentage of base pay and is paid by weighing the achievement of Company and individual goals, with the weightings between the achievement of Company goals and individual goals being set for each NEO depending on their role and function in the Company.

Company Goals for 2015 Short-Term Incentive Compensation

For the year ended December 31, 2015, Company goals were calculated based on Adjusted EBITDA and customer growth targets (in residential customer equivalents), weighed (i) 75% based on the Adjusted EBITDA target, and (ii) 25% based on the customer growth target, measured as at year end.

Long-Term Incentive Compensation

The LTI compensation program of the Crius Group is comprised of the Phantom Unit Rights Plan ("PURP"), which is intended to encourage participants to focus on creating and improving the Crius Group's long-term financial success by providing participants an opportunity to increase their ownership interests in the Trust through issuance of Phantom Unit Rights ("PURs"). Generally, the LTI compensation of the Crius Group is comprised of unit-based compensation issuances subject to a three-year cliff vesting schedule, based (i) 75% on performance, contingent on the achievement of cumulative Adjusted EBITDA targets over a three-year period, with the three-year Adjusted EBITDA targets for the next three years set annually, and (ii) 25% on a time vesting schedule. The purpose of the LTI compensation plans is to align the interests of Unitholders and Management. The Administrator Directors have determined that the compensation policies of the Trust adequately reward and compensate Management for their services while balancing the appropriate level of short-term and long-term objectives of the Trust. All PUR grants and allocations from time to time will be made by the Board upon the recommendation of the GN&C Committee.

The Trust adopted a restricted trust unit plan ("RTUP") on November 2, 2012, prior to the initial public offering ("IPO") of the Trust that closed on November 13, 2012, for directors, officers, employees and direct or indirect service providers of any member of the Crius Group. The Administrator has reviewed the RTUP and, based on this review and its consideration of the remuneration paid to directors, officers, employees and consultants of other publicly traded entities, has determined that the RTUP is no longer the most appropriate long-term incentive plan for the Trust. As such, the RTUP expired on November 2, 2015, being three years after the RTUP was instituted, since management elected not have Unitholders vote to ratify the RTUP. As of the date of this Circular, no RTUs were outstanding under the RTUP.

For additional information regarding the PURP and the RTUP, see "Unit-Based Compensation Plans".

PERFORMANCE GRAPH

The Units are listed and posted for trading on the TSX under the trading symbol "KWH.UN". The Units commenced trading on November 13, 2012 following the closing date of the IPO of the Trust. The following line graph and table illustrates the yearly change in the value of $100 invested in the S&P/TSX Composite (Total Return) Index, the S&P/TSX Capped Utilities (Total Return) Index and Units for the period from November 13, 2012 to December 31, 2015. These figures assume the re-investment of distributions / dividends.

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November 13, 2012

December 31, 2012

December 31, 2013

December 31, 2014

December 31, 2015

Crius Energy Trust ............................ $100 $94.99 $64.90 $69.34 $131.07

S&P/TSX Composite (Total Return) Index ................................................. $100 $103.01 $116.39 $128.67 $117.97

S&P/TSX Capped Utilities (Total Return) Index .................................... $100 $102.94 $98.36 $114.15 $110.18

S&P/TSX Small Cap (Total Return) Index .......................................................... .......................................................... $100 $101.08 $108.76 $106.21 $92.07

NEO Compensation

December 31, 2012 December 31, 2013 December 31, 2014 December 31, 2015

US$586,215(1) US$2,840,326 US$3,648,366 US$4,673,879

Notes:

(1) For the period between November 13, 2012, the closing date of the initial public offering of the Trust, and December 31, 2012.

The total compensation paid to the five NEOs for the year ended December 31, 2014 increased, in the aggregate, by $808,040 relative to the prior period, representing an increase of approximately 28.4%. The total compensation paid to the five NEOs for the year ended December 31, 2015 increased, in the aggregate, by $1,025,513 relative to the prior period, representing an increase of approximately 28.1%. These increases are generally consistent with our pay for performance executive compensation philosophy when compared to the performance of the Units over these periods. As noted above, and summarized below under the heading "Compensation Discussion and Analysis – Summary Compensation Table", the Trust's compensation policies reward and compensate Management for their services while balancing the appropriate level of short-term and long-term objectives of the Trust intended to motivate and reward NEOs for achieving and surpassing annual corporate goals.

0.00

20.00

40.00

60.00

80.00

100.00

120.00

140.00

Nov. 13, 2012 Dec. 31, 2012 Dec. 31, 2013 Dec. 31, 2014 Dec. 31, 2015

Crius Energy Trust S&P/TSX Composite Index

S&P/TSX Capped Utilities Index S&P/TSX Small Cap Index

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SUMMARY COMPENSATION TABLE

The following table provides a summary of all direct compensation paid to each of the current NEOs for services they have provided to the Trust and its subsidiaries during the previous three financial years.1

Name and principal position Year Salary(1)

Unit-Based Awards

Option-Based

Awards

Non-Equity Incentive Plan Compensation

Pension Value

All Other Compensation

Total Compensation

Annual Incentive

Plans

Long-term Incentive

Plans

(US$) (US$)(2) (US$) (US$) (US$)(2) (US$) (US$)(3) (US$)

Michael Fallquist(4) Chief Executive Officer

2015 $530,769 $440,000 $0 $217,162 $0 $0 $1,731 $1,189,662

2014 $500,000 $367,447 $0 $0 $0 $0 $13,269 $880,716

2013 $490,577 $325,000 $0 $0 $0 $0 $4,423 $820,000

Roop Bhullar Chief Financial Officer

2015 $310,173 $480,000(7) $0 $121,633 $0 $0 $7,361 $919,167

2014 $280,385 $96,155 $0 $32,484 $0 $0 $7,181 $416,205

2013 $262,308 $81,000 $0 $75,000 $0 $0 $7,481 $425,789

Chaitu Parikh Chief Operating Officer

2015 $425,000 $318,750 $0 $201,636 $0 $0 $16.836 $962,222

2014 $425,000 $480,508 $0 $26,817 $0 $0 $5,721 $938,046

2013 $155,289(5) $425,000(6) $0 $0 $0 $0 $0 $580,289

Cami Boehme Chief Strategy & Marketing Officer

2015 2014 2013

$282,837 $233,654 $225,000

$412,490(7) $66,777 $56,250

$0 $0 $0

$71,951 $19,336 $67,500

$0 $0 $0

$0 $0 $0

$8,831 $7,983 $9,000

$776,109 $327,750 $357,750

Barbara Clay Executive Vice President and General Counsel

2015 $290,577 $450,000(7) $0 $74,519 $0 $0 $11,623 $826,719

2014 $260,962 $74,903 $0 $21,484 $0 $0 $10,438 $367,787

2013 $213,308 $49,500 $0 $4,000 $0 $0 $0 $266,808

Notes:

(1) Each NEO is employed by the Company and salaries are paid in US$.

(2) In December 2014, the NEOs forfeited all of their RTUs, which had been granted to such NEOs in prior years. The Company granted PURs to those NEOs, representing an economically equivalent number of RTUs that were forfeited. These PURs are included in this "Summary Compensation Table" in the same period for which the forfeited RTUs were granted. The PURs awarded under the PURP are entirely cash settled. The value of the PURs in the "Summary Compensation Table" is calculated using the closing price of the Units on the TSX and the Bank of Canada noon C$/US$ exchange rate on the grant date. Generally, the PURs vest on a three-year "cliff vesting" schedule, with vesting conditions being (i) 75% performance based, contingent on the achievement of cumulative Adjusted EBITDA targets, and (ii) 25% time based, over a three-year vesting schedule. See "Compensation Discussion and Analysis – Elements of Compensation – Incentive Compensation – Long-Term Incentive Compensation".

(3) Includes contributions made by the Company on the NEO's behalf under the 401(k) plan (as defined herein). Under the 401(k) plan, the Company makes matching contributions equal to 100% of a participating employee's 401(k) contributions up to 3% of their base compensation plus 50% of the employee's 401(k) contributions up to the next 2% of their base compensation. See "Pension Plan Benefits – Defined Contribution Plan". The value of other perquisites received by NEOs during the years ending December 31, 2013, 2014 and 2015, including property or other personal benefits provided to NEOs that are not generally available to all employees, are not in the aggregate either $50,000 or greater or 10% or greater of the respective NEO's total salary for the years ended December 31, 2013, 2014 and 2015, respectively.

(4) Mr. Fallquist does not receive additional compensation for his role as an Administrator Director.

(5) Mr. Parikh was appointed Chief Operating Officer of the Company effective August 19, 2013. The base salary of Mr. Parikh for the year ended December 31, 2013 is for the period between August 19, 2013 and December 31, 2013. The base salary of Mr. Parikh, presented as an annualized amount, was US$425,000.

(6) Mr. Parikh received a one-time award of 63,586 PURs upon his appointment.

(7) In May 2015, these individuals received an additional one-time award of PURs with a three-year cliff vesting schedule. Mr. Bhullar received 51,949 PURs, Ms. Boehme received 44,643 PURs and Ms. Clay received 48,702 PURs.

During the year ended December 31, 2015, the five NEOs of the Trust were paid, in the aggregate, total compensation of US$4,673,879.

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OPTION-BASED AND UNIT-BASED AWARDS OUTSTANDING

The Trust did not have any option-based awards outstanding as at December 31, 2015. The following table sets forth, for each NEO, all Unit-based awards (comprised entirely of PURs) of the Trust outstanding at the year ended December 31, 2015.

Option-based Awards Unit-based Awards(2)

Name

Number of securities

underlying unexercised

options (#)

Option exercise

price (US$)

Option expiration date

Value of unexercised

in-the-money options (US$)

Number of Units that have not

vested (#)

Market or payout value of Unit-based awards that

have not vested

(US$)(1)

Market or payout value of

vested Unit-based awards not paid out or distributed

(US$)

Michael Fallquist N/A N/A N/A N/A 237,913 $1,512,654 N/A

Roop Bhullar N/A N/A N/A N/A 127,873 $813,020 N/A

Chaitu Parikh N/A N/A N/A N/A 270,070 $1,717,106 N/A

Cami Boehme N/A N/A N/A N/A 104,497 $664,395 N/A

Barbara Clay N/A N/A N/A N/A 112,682 $716,433 N/A

Notes:

(1) In December 2014, the NEOs forfeited all of their RTUs, which had been granted to such NEOs in prior years. The Company granted PURs to those NEOs, representing an economically equivalent number of RTUs that were forfeited. These PURs are included in the "Summary Compensation Table" in the same period for which the forfeited RTUs were granted. The PURs awarded under the PURP are entirely cash settled.

(2) The Unit-based awards of the Trust outstanding at the year ended December 31, 2015 were comprised entirely of PURs. Market value of the PURs that have not vested is based on the closing price of the Units on the TSX as of December 31, 2015 (C$8.80 per Unit), and includes all PURs outstanding (including any accrued PURs granted on account of distributions on the Units) regardless of whether the vesting of any PURs is contingent on performance or other conditions. Generally, the PURs vest on a three-year cliff-vesting schedule, based (i) 75% on performance, contingent on the achievement of cumulative Adjusted EBITDA targets, and (ii) 25% on time-vested schedule. See "Compensation Discussion and Analysis – Elements of Compensation – Incentive Compensation – Long-Term Incentive Compensation".

INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR

The following table provides information regarding the value vested or earned on incentive plan awards during the financial year ended December 31, 2015.

Name

Option-based awards – Value vested during the year

(US$)

Unit-based awards – Value vested during the year

(US$)

Non-equity incentive plan compensation – Value earned

during the year(1) (US$)

Michael Fallquist N/A N/A $217,162

Roop Bhullar N/A N/A $121,633

Chaitu Parikh N/A N/A $201,636

Cami Boehme N/A N/A $71,951

Barbara Clay N/A N/A $74,519

Notes:

(1) These amounts are cash awards in U.S. dollars under the STI compensation program of the Crius Group and are intended to motivate and reward NEOs for achieving and surpassing annual corporate and individual goals.

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PENSION PLAN BENEFITS

Defined Contribution Plan – Retirement Savings Plan

Effective January 1, 2013, the Company introduced a defined contribution plan (the "401(k) plan" or "401(k) ") under the provisions of the Employment Retirement Income Security Act of 1974 through Massachusetts Mutual Life Insurance Company, as plan administrator, pursuant to which the Company provides standard safe harbor matching and discretionary matching 401(k) plan contributions to all eligible and participating employees up to certain maximum thresholds. Participating employees must make their own contributions in order to receive matching funds from the Company. All employees that are at least 21 years of age and have completed 3 months of service with the Company are eligible to make salary deferral contributions to the 401(k) plan. Participating employees of the Company who are at least 21 years of age and have completed 12 months of service with the Company are eligible for the company match. The Company does not discriminate between executives and non-executives under the 401(k) plan.

The Company makes standard safe harbor matching contributions equal to 100% of a participating employee's 401(k) salary deferral contributions up to 3% of their base compensation plus 50% of the employee's 401(k) salary deferral contributions up to the next 2% of their base compensation. Employees can make additional voluntary salary deferral contributions, for total combined contributions up to the legislated government maximums. In addition, the 401(k) plan provides for discretionary matching and / or discretionary profit sharing contributions, both allocated among eligible employees in accordance with the terms of the 401(k) plan.

Participating employees are immediately 100% vested in all employee contributions and in the safe harbor matching contribution, plus any earnings that are generated thereon. However, any discretionary matching contributions and discretionary profit sharing contributions vest according to a schedule based on the number of years of service, as follows: 25% after one year of service; 50% after two years of service; 75% after three years of service; and 100% after four years of service and beyond.

During the year ended December 31, 2015, the Company paid an aggregate of $46,382 to NEOs in standard matching and discretionary matching contributions under the 401(k) plan, comprised of $1,731 to Michael Fallquist, $7,361 to Roop Bhullar, $16,836 to Chaitu Parikh, $8,831 to Cami Boehme and $11,623 to Barbara Clay.

UNIT-BASED COMPENSATION PLANS

RESTRICTED TRUST UNIT PLAN

The Trust adopted the RTUP on November 2, 2012, prior to the IPO of the Trust that closed on November 13, 2012, for directors, officers, employees and direct or indirect service providers of any member of the Crius Group. The Administrator has reviewed the RTUP and, based on this review and its consideration of the remuneration paid to directors, officers, employees and consultants of other publicly traded entities, has determined that the RTUP is no longer the most appropriate long-term incentive plan for the Trust. As such, the RTUP expired on November 2, 2015, being three years after the RTUP was instituted, since management elected not have Unitholders vote to ratify the RTUP. During the year ended December 31, 2015, 20,130 RTUs were granted under the RTUP. As of the date of this Circular, no RTUs were outstanding under the RTUP.

The DTUP was adopted by the Board on January 6, 2016 to replace the RTUP. See "Unit-Based Compensation Plans – Deferred Trust Unit Plan".

PHANTOM UNIT RIGHTS PLAN

The Company adopted a cash settled PURP for the benefit of directors, officers or employees or direct or indirect service providers of the Company resident in the United States the ("U.S. Participants"). The purpose of the PURP is to provide incentive bonus compensation based on the appreciation in value of the Units and distributions payable in respect of Units, thereby providing additional incentive for continued efforts in promoting the growth and success of the Crius Group and in attracting and retaining management personnel in the United States. The PURs may only be settled with cash payments by the Company. In addition, the PURP is administered by the board of directors of the Company or a committee as may be appointed by the board of directors of the Company (the "PURP Administrator"). The PURP allows U.S. Participants to comply with tax and securities laws in the United States applicable to the awards. During the

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year ended December 31, 2015, 714,784 PURs were granted under the PURP. As of the date of this Circular, 1,816,229 PURs were outstanding under the PURP.

In December 2014, the executive officers of the Administrator and other employees of the Company forfeited all of their RTUs granted under the former RTUP, which had been previously granted to such executive officers and other employees. The Company granted PURs to those executive officers and other employees, representing an economically equivalent number of RTUs that were forfeited. All of the forfeited RTUs were held by executive officers and employees that were citizens or residents of the United States. This was done for the purpose of being consistent with the purpose for which the Former RTUP and PURP, respectively, were adopted and for administrative convenience. These PURs are included in the "Summary Compensation Table" in the same period for which the forfeited RTUs were granted, but are not included in the "Non-Equity Incentive Plan Compensation – Long-term Incentive Plans" column in the "Summary Compensation Table".

For additional information about the PURP upon a U.S. Participant's termination or a change of control, see "Termination and Change of Control Benefits – Phantom Unit Rights Plan".

DEFERRED TRUST UNIT PLAN

The Trust has established the DTUP for non-executive Administrator Directors to enhance our ability to attract and retain high quality individuals to serve as members of our Board and to promote a greater alignment of interests between our outside Administrator Directors and our Unitholders.

A DTU is a security of the Trust equivalent in value to a Unit, credited by means of a bookkeeping entry in our books, to an account in the name of the Administrator Director. Under the DTUP, non-executive Administrator Directors may receive a specified percentage of their annual fee in the form of DTUs. The number of DTUs to be credited to an Administrator Director's account in each year is calculated by dividing (i) the amount of the annual fee that the Administrator Director will receive in the form of DTUs, by (ii) the market value of a Unit using the five-day volume-weighted average price prior to January 1st of any given grant year. The Annual Fee is paid in one annual installment. The DTUP was not implemented during the year ended December 31, 2015. As of the date of this Circular, nil DTUs were outstanding under the DTUP.

The aggregate number of Units issued to insiders of the Trust within any 12-month period, or issuable to insiders of the Trust at any time, under the DTUP and any other security-based compensation arrangement of the Trust, may not exceed 10% of the total number of issued and outstanding Units of the Trust at such time.

The full text of the DTUP is attached as Appendix "D" – "Deferred Trust Unit Plan" to this Circular.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides details of compensation plans under which equity securities of the Trust were authorized for issuance as of December 31, 2015.

Plan Category Number of securities to be issued upon exercise of

outstanding options, warrants and rights

Weighted-average exercise price of outstanding options,

warrants and rights

Number of securities remaining available for future issuance

under equity compensation plans

Equity compensation plans approved by Unitholders

N/A N/A N/A

Equity compensation plans not approved by Unitholders

N/A N/A N/A

Total N/A N/A N/A

The RTUP expired on November 2, 2015, being three years after the RTUP was instituted, since management elected not have Unitholders vote to ratify the RTUP. During the year ended December 31, 2015, 20,130 RTUs were granted under the RTUP. As of the date of this Circular, no RTUs were outstanding under the RTUP.

See "Unit-Based Compensation Plans – Restricted Trust Unit Plan".

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TERMINATION AND CHANGE OF CONTROL BENEFITS

EXECUTIVE CONTRACTS

Each NEO has entered into a standard employment agreement with the Company that varies only in length of term and in the amount of compensation incentives (base salary, short and long term incentives, and in certain cases, reimbursement of expenses, as disclosed herein). The standard employment agreements were entered into to protect both the Crius Group and the NEO in the event of differing termination scenarios. Depending on the termination scenario, the NEO may be entitled to severance benefits. Notably, severance benefits are not granted in the case of termination for cause of the NEO or if the NEO terminates the employment agreement without good reason. On the other hand, severance benefits are granted in circumstances where: (i) the NEO is terminated by the Company without cause, (ii) the Company does not renew the NEO's employment agreement, (iii) there is a change in control event (in a Change of Control event where NEO is not terminated, the only severance benefit is a lump sum payment equal to the value of all outstanding vested and unvested PURs of that NEO), or (v) the NEO terminates the employment agreement for good reason. In the case of death or disability of the NEO, a lump sum payment equal to the NEO's pro rata annual short term incentive payment is paid as well as the pro rata portion of all outstanding vested and unvested PURs of that NEO to the date of such death or disability. The terms "cause", "change of control", and "good reason" are defined in accordance with current industry and market standards.

The severance benefits are conditioned on the NEO executing a release agreement in favor of the Company, and include the following:

• a lump sum payment equal to the NEO's then current base salary for 12 months and any accrued but unused vacation;

• a lump sum payment equal to the NEO's annual short term incentive payment ranging between 50-70% of the NEO's base salary, as applicable;

• medical benefits for 12 months; and

• a lump payment equal to the value of all outstanding vested and unvested PURs of that NEO.

The Company is protected under the employment agreements as it receives under any termination scenario: (i) a non-compete covenant from the NEO for one year after the termination, (ii) a covenant from the NEO that he or she will not solicit Company employees, agents or customers for one year after the termination, (iii) a confidentiality covenant from the NEO not to disclose Company proprietary information for two years after the termination, and (iv) a complete release of all claims by NEO against the Company.

Assuming a NEO was terminated as of December 31, 2015, under a scenario that the Company would be liable for a payment, that payment would include (i) the annual base salary of that NEO for 12 months and any accrued but unused vacation, (ii) the annual short term incentive payment of that NEO (ranging between 50-70% of such NEO's base salary), (iii) medical benefits for 12 months, and (iv) the value of all outstanding vested and unvested PURs of that NEO. These amounts are summarized in the above headings "Compensation Discussion and Analysis – Summary Compensation Table" and "Compensation Discussion and Analysis – Option-Based and Unit-Based Awards Outstanding".

PHANTOM UNIT RIGHTS PLAN

The PURP is administered by the PURP Administrator for U.S. Participants. PURs may only be settled with cash payments by the Company. The PURP also provides that vesting of PURs will accelerate on a "change of control" of the Trust. Under the PURP, the board of directors of the Company may also determine when an event reasonably constitutes a change of control of the Trust.


Under the DTUP, the value of DTUs credited to an Administrator Director shall be redeemable by the Administrator at the Director's option following the event, including termination for "cause", "good reason" or following a "change of control", causing such Administrator Director to be no longer an Administrator Director or a director of an affiliate of the Trust.

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DIRECTORS' COMPENSATION

As of December 31, 2015, each of the Administrator Directors, other than the Chairman of the Board, and those Administrator Directors who are also officers of the Administrator, receive an annual base fee of C$50,000 (C$30,000 payable in cash; C$20,000 payable in Unit-based compensation upon terms established by the Board and consistent with market practices), in addition to C$1,000 per meeting day for attending meetings of the Board or any meeting of a committee of the Board. The Chairman of the Board receives an annual base fee of C$75,000 (C$55,000 payable in cash; C$20,000 payable in Unit-based compensation upon terms established by the Board and consistent with market practices), in addition to C$1,000 per meeting day for attending meetings of the Board or any meeting of a committee of the Board. These retainers also cover meetings of the board of directors of any of Crius Energy Holdings Inc., US Holdco and Crius Energy Commercial Trust (the "Commercial Trust") of which they are a director. Administrator Directors who are also directors of the Company receive an additional C$1,000 per meeting day for attending meetings of the Company. Only one meeting fee per Administrator Director or committee member per day will be paid. The Chair of the Audit and Risk Committee receives additional compensation of C$10,000 per year and the Chair of the GN&C Committee receives additional compensation of C$5,000 per year. The Administrator reimburses Administrator Directors for out-of-pocket expenses for attending meetings for reasonable meeting expenses. Administrator Directors may participate in the DTUP from time to time in accordance with the recommendation of the GN&C Committee.

The following table provides a summary of the compensation earned in respect of the Trust's financial year ended December 31, 2015 by the non-management members of the Board of the Administrator. The Trust does not currently have any non-equity incentive plan compensation, option-based awards or pensions. In 2015, 20,130 RTUs were granted to the Administrator Directors, which 100% vested on the date such awards were granted.

Name(1) Fees Earned in Cash

(C$)(2)

Unit-Based Awards (RTUs)(3)

(C$)(2)

All Other Compensation

(C$)(2) Total (C$)(2)

James A. Ajello $42,000 $20,691 $0 $62,691

Brian Burden $60,718 $20,691 $0 $81,409

Robert Huggard $44,000 $20,691 $0 $64,691

David Kerr $70,000 $20,691 $0 $90,691

Daniel Sullivan $53,271 $20,691 $0 $73,962

Notes:

(1) Mr. Fallquist did not receive compensation in his role as an Administrator Director; the disclosure required for this table for Mr. Fallquist has been provided in the Summary Compensation table above.

(2) Each Administrator Director is paid in C$. (3) In 2015, an aggregate of 4,026 RTUs were granted to each non-executive Administrator Director, which 100% vested on the date such Unit-

based awards were granted. These RTUs were granted based on the volume weighted average price of the Units on the TSX for the last five trading days prior to January 1, 2015 (C$5.12 per Unit), and include an economically equivalent number of RTUs granted in satisfaction of accrued distributions on Units during the period from January 1, 2015 to March 31, 2015.

See "Compensation Discussion and Analysis" for further information.

OPTION-BASED AND UNIT-BASED AWARDS OUTSTANDING

The Trust did not have any option-based awards outstanding as at December 31, 2015. There were no Unit-based awards held by any Administrator Director as at December 31, 2015.

INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR

The following table provides information regarding the value vested or earned on incentive plan awards during the financial year ended December 31, 2015.

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Name

Option-based awards – Value vested during the year

(C$)

Unit-based awards – Value vested during the year

(C$)

Non-equity incentive plan compensation – Value earned

during the year(1) (C$)

James A. Ajello N/A $20,691 N/A

Brian Burden N/A $20,691 N/A

Robert Huggard N/A $20,691 N/A

David Kerr N/A $20,691 N/A

Daniel Sullivan N/A $20,691 N/A

Notes:

(1) In 2015, an aggregate of 20,130 RTUs were granted to the Administrator Directors, which 100% vested on the date such Unit-based awards were issued. These RTUs were granted based on the volume-weighted average price of the Units on the TSX for the last five trading days prior to January 1, 2015 (C$5.12 per Unit), and include an economically equivalent number of RTUs granted in satisfaction accrued distributions on Units during the period from January 1, 2015 to March 31, 2015.

DIRECTORS AND OFFICERS LIABILITY INSURANCE

The Administrator Directors and officers of the Administrator have entered into indemnity agreements with the Administrator, Crius Energy Holdings Inc., US Holdco and the Commercial Trust under which such Administrator Directors and officers will be indemnified by such entities in respect of claims that may arise as a result of acting as a director and/or officer of such entities.

The Trust provides insurance for the benefit of the directors and officers of the Administrator against liability incurred by them in their capacities as directors and officers with the Crius Group. The current annual policy limit is C$15,000,000. The policy contains a deductible of C$25,000 for each claim which is not indemnified by the Trust or its direct or indirect subsidiaries and no deductible for each claim which is indemnified by the Trust or its direct or indirect subsidiaries.

For the policy year of October, 2015 to October, 2016, the Trust paid an annual premium of C$40,000 for this insurance.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at the date hereof, other than as disclosed below, no director, executive officer, proposed nominee for election as director, or associate of any such person is now, or has been at any time since the beginning of the most recently completed financial year, indebted to the Administrator, the Trust or any of the Trust's subsidiaries, or had the benefit of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Administrator, the Trust or any of the Trust's subsidiaries.

During the year ended December 31, 2015, the Trust made certain tax payments on behalf of the non-controlling interest holders of the Company, which are treated as advances. These non-controlling interest holders of the Company include Michael Fallquist, Roop Bhullar and Cami Boehme. The aggregate balance of such advances made to all non-controlling interest holders of the Company as at December 31, 2015 was approximately US$0.4 million. This amount is being repaid by the non-controlling interest holders of the Company through future distribution disbursement and is expected to be fully recouped within one year of the advance. Due to the short-term nature for the repayment of these advances, there is no interest being charged.

STATEMENT OF CORPORATE GOVERNANCE

The Administrator Directors consider good corporate governance to be central to the effective and efficient operation of the Trust and its subsidiaries. The Administrator's corporate governance practices are set forth below.

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THE BOARD

The Administrator has six Administrator Directors, five of whom are independent. A director is independent if he or she has no direct or indirect material relationship with the Crius Group. A "material relationship" is a relationship that could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgment. Certain types of relationships are by their nature considered to be material relationships.

Each of Mr. Ajello, Mr. Burden, Mr. Huggard, Mr. Kerr (Chairman of the Board) and Mr. Sullivan is an independent director. As CEO of the Administrator, Mr. Fallquist is not considered an independent director.

The Administrator will take steps to ensure that adequate structures and processes are in place to permit the Board to function independently of management of the Administrator. Where matters arise at meetings of the Board which require decision making and evaluation that is independent of Management and interested directors, the Administrator Directors will hold an "in-camera" session among the independent and disinterested Administrator Directors, without Management present at such meeting.

The current Chairman of the Board, David Kerr, is independent for the purposes of National Instrument 52-110 – Audit Committees ("NI 52-110").

Certain Administrator Directors are also directors of other reporting issuers (or the equivalent):

Director Other Directorships Stock Exchange Listing

Daniel Sullivan Allied Properties Real Estate Investment Trust Toronto Stock Exchange

Choice Property Real Estate Trust Toronto Stock Exchange

Brian Burden Trinidad Drilling Ltd. Toronto Stock Exchange

CHARTER

The Board is responsible for the overall stewardship of the Crius Group. The Board discharges this responsibility directly and indirectly through the delegation of specific responsibilities to committees of the Board, the Chairman and the officers of the Administrator, as described further in the Board's Charter (the "Board Charter"). The Board Charter provides that the fundamental objectives of the Board are to enhance and preserve long-term Unitholder value and to ensure that the members of the Crius Group meet their obligations on an ongoing basis and operate in a safe and reliable manner. A copy of the revised Board Charter is attached to this Circular as Appendix "A".

The Board has established two committees to assist with its responsibilities: the Audit and Risk Committee and the GN&C Committee. Each committee has adopted a charter defining its responsibilities, substantially as described herein under the heading "Statement of Corporate Governance – Board Committees". The Board as a whole is responsible for environmental, health and safety matters. Each committee is comprised exclusively of independent directors.

POSITION DESCRIPTIONS

The Board has adopted written position descriptions for the Chairman of the Board, the Chair of each of the Audit and Risk Committee and GN&C Committee, and the CEO of the Administrator.

The primary responsibilities of the Chairman of the Board include: (i) effectively managing the affairs of the Board; and (ii) working with the CEO of the Administrator to coordinate the affairs of the Board and, together with the CEO, to ensure effective relations with the Administrator Directors, Management, Unitholders, other stakeholders and the public.

The responsibilities of the Chair of each committee include: (i) coordinating the affairs of the committee; and (ii) acting as the main liaison between the committee and the Board with respect to updating and advising the Board of matters within the mandate of the committee.

The primary responsibilities of the CEO of the Administrator include: (i) providing overall leadership and vision in developing, in concert with the Board, the strategic direction of the Crius Group and the tactics and business plans necessary to realize the Crius Group's objectives; and (ii) managing the overall business to ensure strategic and business plans are effectively implemented, the results are monitored and reported to the Board, and financial and operational objectives are attained.

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ORIENTATION AND CONTINUING EDUCATION

The orientation and continuing education of the Administrator Directors is the responsibility of the GN&C Committee. The details of the orientation of new Administrator Directors will be tailored to their needs and areas of expertise and will include the delivery of written materials and participation in meetings with Management and Administrator Directors. The focus of the orientation program is on providing new Administrator Directors with: (i) information about the duties and obligations of directors; (ii) information about the Crius Group's strategy, business and operations, including the Trust's indirect investment in the Company; (iii) the expectations of Administrator Directors; (iv) opportunities to meet with Management and any other senior employees or consultants designated for this purpose; and (v) access to documents from recent meetings of the Board.

The Administrator Directors have all been chosen for their specific knowledge, qualifications and expertise. All Administrator Directors are provided with materials relating to their duties, roles and responsibilities. In addition, Administrator Directors are kept informed as to matters impacting, or which may impact, the operations of the Trust's subsidiaries through reports and presentations by internal and external presenters at meetings of the Board and during periodic strategy sessions held by the Board.

ETHICAL BUSINESS CONDUCT

The Board has adopted a written code of business conduct and ethics ("Code of Conduct") intended to encourage and promote a culture of ethical business conduct among Administrator Directors, Management, employees and consultants of the Administrator.

A copy of the Code of Conduct can be found on the Trust's website at www.criusenergytrust.ca and on SEDAR under the Trust's issuer profile at www.sedar.com and, upon request, the Trust will promptly provide a copy of the Code of Conduct to any securityholder of the Trust free of charge.

The Trust has also adopted a whistleblower policy for (i) the receipt, retention and treatment of complaints received by the Crius Group regarding violations of law, unethical conduct, accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission by employees of the Crius Group of concerns regarding unlawful or unethical conduct, questionable accounting or auditing matters. A report contemplated by the whistleblower policy may be submitted via the Crius Group's online or toll free whistleblower hotline, operated by an independent third party.

The Board believes that providing a forum for employees and officers to raise concerns and treating all complaints with the appropriate level of seriousness fosters a culture of ethical business conduct within the Crius Group.

NOMINATION OF ADMINISTRATOR DIRECTORS

The responsibility for proposing new nominees for the Board falls within the mandate of the GN&C Committee. New candidates for nomination to the Board are identified and selected having regard to the strengths and constitution, as well as the needs, of the Board. The GN&C Committee is responsible for determining the size of the Board and its composition, identifying the skills, experience and capability required by the Board to discharge its oversight responsibilities, organizing the process for recruiting new members of the Board and providing orientation to such members, and structuring the membership of committees of the Board.

BOARD COMMITTEES

The Board has appointed two standing committees: the Audit and Risk Committee and the GN&C Committee.

Audit and Risk Committee

The Audit and Risk Committee is comprised of Brian Burden (Chair of the Audit and Risk Committee), James Ajello, Robert Huggard and David Kerr, all of whom are independent and financially literate within the meaning of NI 52-110. The Audit and Risk Committee has adopted an Audit and Risk Committee charter (the "Audit and Risk Committee Charter"), establishing the specific responsibilities of the Audit and Risk Committee. A copy of the Audit and Risk Committee Charter is attached to the AIF of the Trust, which is available under the Trust's issuer profile on

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SEDAR at www.sedar.com and, upon request from any securityholder of the Trust, the Trust will promptly provide a copy of the AIF of the Trust free of charge.

The Audit and Risk Committee's primary responsibilities are to: (i) identify and monitor the management of the principal risks that could impact the financial reporting of the Crius Group; (ii) monitor the integrity of the Crius Group's financial reporting process and system of internal controls regarding financial reporting and accounting compliance; (iii) monitor the independence and performance of the Crius Group's external auditors; (iv) deal directly with the external auditors to approve external audit plans, other services (if any) and fees; (v) directly oversee the external audit process and results; (vi) provide an avenue of communication among the external auditors, management and the Board; and (vii) ensure that an effective "whistle blowing" procedure exists to permit stakeholders to express any concerns regarding accounting or financial matters to an appropriately independent individual.

Each member of the Audit and Risk Committee is required to possess: (i) an understanding of the accounting principles used by the Crius Group to prepare its consolidated financial statements; (ii) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves; (iii) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Crius Group's consolidated financial statements, or experience actively supervising one or more individuals engaged in such activities; and (iv) an understanding of internal controls and procedures for financial reporting.

Governance, Nomination Compensation Committee

The GN&C Committee is comprised of Daniel Sullivan (Chair of the GN&C Committee), James A. Ajello, Robert Huggard and David Kerr, all of whom are independent for the purposes of National Instrument 58-101 – Disclosure of Corporate Governance Practices of the Canadian Securities Administrators ("NI 58-101").

The GN&C Committee discharges its responsibilities in accordance with the GN&C Committee Charter setting out the committee's specific responsibilities, which include: (i) ensuring that the mission and strategic direction of the Crius Group is reviewed annually; (ii) ensuring that the Board and each of its committees carry out their functions in accordance with due process; (iii) assessing the effectiveness of the Board as a whole, each committee of the Board, and the contribution of each Administrator Director; (iv) addressing governance issues; (v) developing the Crius Group's human resources and compensation policies and processes; (vi) identifying, recruiting, endorsing, recommending the appointment of, and orienting new directors of the Administrator; and (vii) reviewing and making compensation related recommendations and determinations regarding senior executives and directors and the Company's human resources and compensation policies and processes. A copy of the revised GN&C Committee Charter is attached to this Circular as Appendix "B".

ASSESSMENT OF DIRECTORS, THE BOARD AND BOARD COMMITTEES

The members of the Board will collectively assess the performance of the Board as a whole, the committees of the Board and all Administrator Directors. Such assessment will occur annually with an emphasis on the overall effectiveness and contributions made by the Board as a whole, the committees of the Board and all Administrator Directors individually.

COMPOSITION OF THE BOARD AND EXECUTIVE OFFICERS

The members of the Board have diverse backgrounds and expertise, and were selected on the basis that the Crius Group and its stakeholders would benefit materially from such a broad range of talent and experience. As the need for new Administrator Directors or executive officers arise, the GN&C Committee will assess candidates on the basis of knowledge, industry experience, financial literacy, professional ethics, business acumen and diversity. The Board and GN&C Committee recognizes the potential benefits from new perspectives that could manifest through greater gender diversity and recognizes that diversity can enhance culture and create value for the Crius Group and its stakeholders. As such, on March 25, 2015, the Board formally adopted a revised Board Charter and GN&C Committee Charter reflecting the commitment of the Crius Group to formally consider the level of representation of women on the Board or in senior management when identifying candidates for such positions.

Currently, the number of women Administrator Directors is nil (or zero percent of current Administrator Directors) and the number of women executive officers is two (or approximately 25% of the current executive officers). While the Crius Group has not set gender representation targets with respect to the appointment of female Administrator Directors or

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executive officers (in part due to infrequent turnover of Administrator Directors and executive officers since the Trust became a reporting issuer), the Crius Group is committed to providing an environment in which all employees and directors are treated with fairness and respect, and have equal access to opportunities for advancement based on skills and aptitude.

MEETING ATTENDANCE RECORD

The following tables set-forth the attendance record for each Administrator Director for all meetings of the Board, GN&C Committee and Audit and Risk Committee in 2015.

Board Meeting Attendance

During the year ended December 31, 2015, the Board held a total of 11 meetings on the following dates: February 3, February 10, March 25, May 13, June 4, June 10, June 22, August 13, October 6, November 13 and December 7. This does not include ad hoc teleconferences with some business completed by consent resolution.

The following table sets forth the members of the Board during the year ended December 31, 2015 and their attendance at such meetings.

Name of Director Meeting Attendance in 2015

James A. Ajello 8/11Brian Burden 11/11

Michael Fallquist 11/11 Robert Huggard 10/11

David Kerr 11/11 Daniel Sullivan 10/11

GN&C Committee Meeting Attendance

Name of Director Meeting Attendance in 2015 Daniel Sullivan (Chair) 3/3

James A. Ajello 3/3Robert Huggard 3/3

David Kerr 3/3

Audit and Risk Committee Meeting Attendance

Name of Director Meeting Attendance in 2015 Brian Burden (Chair) 4/4

James A. Ajello 4/4Robert Huggard 4/4

David Kerr 4/4

DIRECTOR TERM LIMITS AND OTHER MECHANISMS OF BOARD RENEWAL

As set forth above under "Purposes of the Meeting – Election of Directors of the Administrator", each nominee (if elected) serves until the next annual meeting of Unitholders or until his successor is duly elected or appointed. The Board does not currently have a limit on the number of consecutive terms for which an Administrator Director may sit; while the Board has experienced relatively infrequent turnover of Administrator Directors since the Trust became a reporting issuer, the Board expects appropriate levels of turnover through normal processes in the future.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as described below or elsewhere in this Circular, to the knowledge of the directors and executive officers of the Administrator, none of the directors or executive officers of the Administrator, or any person or company that beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the outstanding Units, or any of their respective associates or affiliates, has or has had any material interest, direct or indirect, in any transaction since the commencement of the Trust's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Trust or any of its subsidiaries.

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The Company is a party to an agreement ("Supplier Agreement") with Macquarie Energy for the exclusive supply of the Company's wholesale energy needs and hedging requirements for a term ending in January 2019. Macquarie Energy extends trade credit to buy wholesale energy supply under the Supplier Agreement which is limited to an overall exposure of $250 million. In consideration for entering into an amendment to the Supplier Agreement, the Trust issued Macquarie Energy 750,000 warrants to purchase Units with a strike price of C$6.23 per unit and a term of five years. Macquarie Energy is related to Macquarie Americas Corporation which holds a membership interest in the Company.

REGULATORY MATTERS AND BANKRUPTCIES AND INSOLVENCIES

CEASE TRADE ORDERS

To the knowledge of the Administrator, except as described below, none of the above nominees (or any personal holding company of any of such persons) is, as of the date of this Circular, or was within ten years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Administrator), that: (a) was subject to a cease trade order (including a management cease trade order), an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days (collectively, an "Order"), that was issued while the nominee was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to an Order that was issued after the nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

BANKRUPTCIES

To the knowledge of the Administrator, none of the above nominees (or any personal holding company of any of such persons) (a) is, as of the date of this Circular, or has been within the ten years before the date of this Circular, a director or executive officer of any company (including the Administrator) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of the nominee; or (b) has, within the ten years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the nominee.

PENALTIES OR SANCTIONS

To the knowledge of the Administrator, none of the above nominees has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in deciding whether to vote for a proposed director.

FINANCIAL INSTRUMENTS

The Trust does not currently have a policy that restricts executive officers and Administrator Directors from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities. To the Trust's knowledge, none of the NEOs or Administrator Directors has purchased such financial instruments.

ADDITIONAL INFORMATION

Financial information relating to the Trust is provided in the Trust's audited consolidated financial statements and management's discussion and analysis of financial and operating results as at and for the year ended December 31, 2015 (the "Annual Financial Statements and MD&A").

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Copies of this Circular, the Annual Financial Statements and MD&A, any interim financial statements of the Trust subsequent to the Annual Financial Statements, the AIF and the Trust's Code of Conduct are available on SEDAR under the Trust's issuer profile at www.sedar.com and, upon request from any security holder of the Trust, the Trust will promptly provide a copy of the requested materials free of charge.

Additional information relating to the Trust may also be found on SEDAR under the Trust's issuer profile at www.sedar.com and on the Trust's website at www.criusenergytrust.com.

DIRECTORS' APPROVAL

The contents of this Circular and the sending thereof to the Unitholders have been approved by the Board.

BY ORDER OF THE BOARD,

(Signed) Michael Fallquist

Michael Fallquist Chief Executive Officer and Director

May 19, 2016

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APPENDIX "A"

CRIUS ENERGY ADMINISTRATOR INC. BOARD CHARTER

To each of the directors of Crius Energy Administrator Inc. (the "Administrator").

1. GENERAL

The Administrator is the administrator of Crius Energy Trust (the "Trust") and as such, the board of directors of the Administrator (the "Board") is responsible for the stewardship of the affairs of the Trust and the Trust's direct and indirect subsidiary entities (collectively, with the Administrator and the Trust, the "Crius Group"), for the benefit of the unitholders of the Trust (the "Unitholders"). The fundamental responsibility of the Board is to supervise the management of the business and affairs of the Crius Group.

The Board has adopted this Charter, which reflects the Crius Group's commitment to high standards of corporate governance, to assist the Board in supervising the management of the business and affairs of the Crius Group.

The Board believes that sound corporate governance practices are essential to the well-being of the Crius Group and the promotion and protection of its unitholders' interests. The Board oversees the functioning of the Crius Group's governance system, in part through the work of the Governance, Nomination & Compensation Committee.

The Board promotes fair reporting, including financial reporting, to unitholders of the Trust and other interested persons as well as ethical and legal corporate conduct through an appropriate system of corporate governance, internal controls and disclosure controls. The Board believes that the Crius Group is best served by a board of directors that functions independently of management and is informed and engaged.

The Governance, Nomination & Compensation Committee will review this mandate annually, or more often if warranted, and recommend to the Board such changes as it deems necessary and appropriate in light of the Crius Group's needs and legal and regulatory developments.

2. COMPOSITION AND OPERATION OF THE BOARD

The Board will consist of a minimum of three (3) members up to the stipulated maximum number of members as prescribed in the Administrator's articles. A majority of the members of the Board shall be residents of Canada. In addition, a majority of the members of the Board shall be "independent" as contemplated in National Instrument 58- 101 — Disclosure of Corporate Governance Practices. An independent director is a director of the Administrator who is independent of management of the Crius Group and is free from any interest, any business or other relationship which could, or could reasonably be perceived, to materially interfere with the director's ability to act with a view to the best interests of the Trust, other than interests and relationships arising from security holdings. In determining whether a director of the Administrator is independent of management of the Crius Group, the Board shall make reference to the then current legislation, rules, policies and instruments of applicable regulatory authorities.

The Board operates by delegating certain of its authorities to management and by reserving certain powers to itself. The Board retains the responsibility of managing its own affairs including selecting its chairman, nominating candidates for election to the board, constituting committees of the full Board and determining compensation for the directors. Subject to the articles and by-Laws of the Administrator and the Business Corporations Act (Ontario) ("OBCA"), the Board may constitute, seek the advice of and delegate powers, duties and responsibilities to committees of the Board.

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3. RESPONSIBILITIES

The Board's fundamental objectives are to enhance and preserve long-term unitholder value, to ensure the Crius Group meets its obligations on an ongoing basis and that the Crius Group operates in a reliable and safe manner. In performing its functions, the Board should also consider the legitimate interests that its other stakeholders such as employees, customers and communities may have in the Crius Group. In broad terms, the stewardship of the Crius Group involves the Board in strategic planning, financial reporting, risk management and mitigation, senior management determination, communication planning and internal control integrity.

4. DUTIES

The Board's specific duties, obligations and responsibilities fall into the following categories.

4.1 Legal Requirements

A. The Board has the oversight responsibility for meeting the Crius Group's legal requirements and for properly preparing, approving and maintaining the Crius Group's documents and records.

B. The Board has the statutory responsibility to:

i. manage the business and affairs of the Trust;

ii. act honestly and in good faith with a view to the best interests of the Trust;

iii. exercise the care, diligence and skill that responsible, prudent people would exercise in comparable circumstances; and

iv. act in accordance with its obligations contained in the OBCA and the regulations thereto, the trust indenture of the Trust, the articles and by-laws of the Administrator, securities laws and regulations, and other relevant legislation and regulations.

C. The Board has the statutory responsibility for considering the following matters as a full Board which in law may not be delegated to management or to a committee of the Board:

i. any submission to the Unitholders of a question or matter requiring the approval of the Unitholders;

ii. the filling of a vacancy among the directors;

iii. the issuance of securities;

iv. the declaration of distributions;

v. the purchase, redemption or any other form of acquisition of units issued by the Trust;

vi. the payment of a commission to any person in consideration of his/her purchasing or agreeing to purchase units of the Trust from the Trust or from any other person, or procuring or agreeing to procure purchasers for any such units;

vii. the approval of management proxy circulars; and

viii. the approval of any take-over bid circular or directors' circular.

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4.2 Independence

The Board shall have the responsibility to:

A. implement appropriate structures and procedures to permit the Board to function independently of management;

B. implement a system which enables an individual director to engage an outside advisor at the reasonable expense of the Administrator in appropriate circumstances; and

C. provide an orientation and education program for newly appointed members of the Board.

4.3 Strategy Determination

The Board shall:

A. adopt and annually review a strategic planning process and approve the corporate strategic plan, which takes into account, among other things, the opportunities and risks of the business; and

B. annually review operating and financial performance results relative to established strategy, budgets and objectives.

4.4 Managing Risk

The Board has the responsibility to understand the principal risks of the business in which the Crius Group is engaged, to achieve a proper balance between risks incurred and the potential return to Unitholders, and to confirm that systems are in place to effectively monitor and manage those risks with a view to the long-term viability of the Crius Group.

4.5 Appointment, Training and Monitoring of Senior Management

The Board shall:

A. appoint the Chief Executive officer ("CEO") and such other senior officers as it determines to be appropriate;

B. approve (upon recommendations from the Governance, Nomination & Compensation Committee) the compensation of the CEO and other senior officers;

C. monitor the CEO's performance against a set of mutually agreed corporate objectives directed at maximizing Unitholder value;

D. ensure that a process is established that adequately provides for succession planning, including the appointment, training and monitoring of the CEO and other senior officers; and

E. establish limits of authority delegated to management of the Crius Group.

4.6 Reporting and Communication

The Board has the responsibility to:

A. verify that the Crius Group has in place policies and programs to enable the Trust to communicate effectively with its Unitholders, other stakeholders and the public generally;

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B. verify that the financial performance of the Trust is reported to Unitholders, other security holders and regulators on a timely and regular basis;

C. verify that the financial results are reported fairly and in accordance with generally accepted accounting standards (including International Financial Reporting Standards as applicable);

D. verify the timely reporting of any other developments that have a significant and material impact on the value of the Trust; and

E. report annually to Unitholders on its stewardship of the affairs of the Crius Group for the preceding year.

4.7 Monitoring and Acting

The Board has the responsibility to:

A. review and approve the Trust's financial statements and oversee the Crius Group's compliance with applicable audit, accounting and reporting requirements;

B. verify that the Crius Group operates at all times within applicable laws and regulations to the highest ethical and moral standards;

C. approve and monitor compliance with significant policies and procedures by which the Crius Group is operated;

D. recommend to Unitholders the appointment of the Trust's external auditor, pursuant to the recommendation of the Audit & Risk Committee, and set the external auditor's compensation.

E. monitor the Crius Group's progress towards its goals and objectives and to revise and alter its direction through management in response to changing circumstances;

F. take such action as it determines appropriate when performance falls short of its goals and objectives or when other special circumstances warrant; and

G. verify that the Crius Group has implemented adequate internal controls and information systems which ensure the effective discharge of its responsibilities.

4.8 Other Activities

The Board may exercise or delegate any other powers consistent with this mandate, the trust indenture of the Trust, the Administrator's articles and by-laws, the OBCA and any other governing laws, as the Board deems necessary or appropriate. The powers of the Board may be exercised by a resolution passed at a meeting of the Board at which a quorum is present or by a resolution in writing signed by all the directors entitled to vote on that resolution at a meeting. If there is a vacancy in the Board, the remaining directors may exercise all the powers of the Board so long as a quorum remains in office. The Board may perform any other activities consistent with this mandate, the trust indenture of the Trust, the by-laws of the Administrator, the OBCA and any other governing laws as the Board determines necessary or appropriate.

4.9 Diversity Policy

The Board is committed to workplace diversity.

The Board has the responsibility to recruit form a diverse and talented workforce, recognizing that the Crius Group is committed to workplace diversity. The Crius Group recognizes the benefits arising from employee and Board diversity, including a broader pool of high quality employees, improved employee retention, accessing different perspectives and

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ideas, and benefiting from all available talent. The Board shall recruit on the basis of qualification for the position and performance, regardless of gender, age, nationality, race, religious belief, cultural background, sexuality or physical ability.

The Board will conduct all Board appointment processes in a manner that promotes gender diversity, including establishing a structured approach for identifying a pool of suitable candidates and using external advisors where necessary.

Adopted by the Board on September 20, 2012.

Revised and adopted by the Board on March 25, 2015.

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APPENDIX "B"

CRIUS ENERGY ADMINISTRATOR INC. GOVERNANCE, NOMINATION & COMPENSATION COMMITTEE CHARTER

1. GENERAL

Crius Energy Administrator Inc. (the "Administrator") is the administrator of Crius Energy Trust (the "Trust") and as such, the board of directors of the Administrator (the "Board") is responsible for the stewardship of the affairs of the Trust and the Trust's direct and indirect subsidiary entities (collectively, with the Administrator and the Trust, the "Crius Group"), for the benefit of the unitholders of the Trust (the "Unitholders"). The Board has established the Governance, Nomination & Compensation Committee (the "Committee") to develop and monitor the approach of the Crius Group to matters of corporate governance; to identify and recommend individuals for nomination as members of the Board and its committees; and to review, approve and make recommendations to the Board in all matters pertaining to the compensation of executive officers of the Corporation and the Board, all in accordance with the mandate and terms and conditions set forth in this Charter. The Committee will also fulfill any additional duties set out in this Charter or otherwise delegated to the Committee by the Board.

The Committee is responsible for: (i) ensuring that the mission and strategic direction of the Crius Group is reviewed annually; (ii) ensuring that the Board and each of its committees carry out its functions in accordance with due process; (iii) assessing the effectiveness of the Board as a whole, each committee of the Board, and the contribution of each individual director of the Administrator; (iv) addressing governance issues; (v) the Crius Group's human resources and compensation policies and processes; (vi) identifying, recruiting, endorsing, recommending the appointment of, and orienting new directors of the Administrator; and (vi) reviewing and making compensation related recommendations and determinations regarding senior executives and directors; and (vii) the Company's human resources and compensation policies and processes.

The Committee will be provided with resources commensurate with the duties and responsibilities assigned to it by the Board, including administrative support. If determined necessary by the Committee, it will have the discretion to investigate and conduct reviews of any governance or human resource or compensation matter including the standing authority to retain experts and special counsel, with approval of the Board.

2. COMPOSITION OF THE COMMITTEE

A. The Committee shall consist of a minimum of three directors of the Administrator. The Board shall appoint the members of the Committee. The Board shall appoint one member of the Committee to be the chair of the Committee (the "Chair"). A director appointed by the Board to the Committee shall be a member of the Committee until replaced by the Board or until his or her resignation.

B. Each director of the Administrator appointed to the Committee by the Board shall be "independent" as contemplated in NI 58-101. An independent director is a director of the Administrator who is independent of management of the Crius Group and is free from any interest, any business or other relationship which could, or could reasonably be perceived, to materially interfere with the director's ability to act with a view to the best interests of the Trust, other than interests and relationships arising from security holdings. In determining whether a director of the Administrator is independent of management of the Crius Group, the Board shall make reference to the then current legislation, rules, policies, instruments of applicable regulatory authorities and research papers and commentary concerning best practices in corporate governance.

3. MEETINGS OF THE COMMITTEE

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

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B. Notice of each meeting shall be given to each member of the Committee, the CEO and all other persons the Committee determines should be provided with notice of the meeting who shall attend whenever requested to do so by a member of the Committee.

C. Notice of a meeting of the Committee shall:

i. be in writing;

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

iii. to the extent practicable, be accompanied by copies of documentation to be considered at the meeting; and

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

D. A quorum for the transaction of business at a meeting of the Committee shall consist of a majority of its members. However, it shall be the practice of the Committee to require review, and, if necessary, approval of certain important matters by all members of the Committee.

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

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

G. Minutes shall be kept of all meetings of the Committee and shall be signed by the chair and the secretary of the meeting.

H. Minutes of Committee meetings will be sent to all Board members and relevant executive and management staff. Reports on the conduct of the meetings will be made to the Board.

4. COMMITTEE RESPONSIBILITIES

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

A. the selection retention, adequacy and form of the compensation of senior management of the Crius Group (the "Senior Management Group");

B. professional development for the Senior Management Group;

C. the Crius Group's overall approach to governance;

D. the size, composition and structure of the Board and its committees;

E. orientation and continuing education for directors of the Administrator;

F. related party transactions and other matters involving conflicts of interest;

G. the Administrator's code of business conduct and ethics, including monitoring compliance with the Administrator's code of business conduct and ethics;

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H. the Trust's written Whistleblower Policy, Disclosure Policy and Confidentiality and Insider Trading Policy (these documents are collectively referred to as the "Policies");

I. the Crius Group's human resources and compensation policies and processes;

J. reviewing directors and officers of the Administrator's third party liability insurance proposals and coverage; and

K. any additional matters delegated to the Committee by the Board.

5. DUTIES

The Committee is responsible for performing the duties set out below as well as any other duties that are otherwise required by law, including National Instrument 58-201 – Corporate Governance Guidelines, or delegated to the Committee from time to time by the Board.

5.1 Senior Management Group Selection, Retention and Succession Planning

The Committee will review the Crius Group's organizational structure, consider policies and principles for the selection and retention of the Senior Management Group and succession planning for the Senior Management Group. The Committee will consider compensation policies and principles as they relate to the selection of the Senior Management Group.

5.2 Employment Agreements and Severance Arrangements

The Committee will approve employment agreements, severance arrangements and any changes to contractual agreements and provisions, including benefit payments and change of control payments, for all members of the Senior Management Group.

5.3 Senior Management Group Development

The Committee will review and monitor executive development programs, including training and retention programs for members of the Senior Management Group and the practices used to evaluate members of the Senior Management Group.

5.4 Board Size, Composition and Structure

The Committee will examine the size of the Board from time to time and recommend to the Board a size that facilitates effective decision making. In addition, and taking into consideration the recommended size of the Board, the Committee will recommend the number of Board positions to be filled by independent directors of the Administrator, which in most instances will be a majority of the members of the Board.

The Committee will review the overall composition of the Board, taking into consideration such factors as business experience and specific areas of expertise and competency of each director of the Administrator, and make recommendations to the Board as it determines appropriate.

The Committee will evaluate from time to time whether the necessary and appropriate committees exist to support the work of the Board and will make recommendations to the Board, as necessary and appropriate for the reorganization of responsibilities among committees, the creation of additional committees or subcommittees, or the elimination of committees as it determines appropriate.

5.5 Evaluation of the Chief Executive Officer

The Committee will have direct responsibility for:

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A. developing a position description for the CEO, setting out the CEO's authority and responsibilities, and present the same to the board;

B. reviewing and approving the goals and objectives that are relevant to the CEO's compensation;

C. evaluating the CEO's performance in meeting his or her goals and objectives in connection with the achievement of the company's business plan;

D. making specific recommendations to the board with respect to the CEO's compensation based on the evaluation referred to above, compensation paid to chief executive officers and senior management in comparable organizations and the company's performance and relative shareholder return;

E. recommending to the board remedial action where necessary; and

F. reviewing any executive compensation disclosure prior to it being publically disclosed by the company.

5.6 Director Qualifications

The Committee will make recommendations to the Board with respect to the preferred experience and qualifications for new directors of the Administrator to be elected by Unitholders of the Trust which will reflect, among other things:

A. competencies, skills and personal qualities that the Board considers to be necessary for the Board, as a whole to possess;

B. competencies and skills that the Board considers each existing director of the Administrator to possess;

C. competencies, skills and personal qualities that each new director of the Administrator would bring to the Board; and

D. responsibilities that would materially interfere with or be incompatible with Board membership.

5.7 Board Succession

The Committee will develop and recommend to the Board a succession plan for the Board that is responsive to the Crius Group's needs and the interests of the Trust's Unitholders.

5.8 Candidates for Board Membership

The Committee will recommend to the Board a list of candidates for nomination for election to the Board at each annual meeting of the Trust's Unitholders. In addition, as the need arises, it will identify and recommend to the Board new candidates for Board membership. In making its recommendations to the Board, the Committee will provide its assessment of whether each candidate is or would be (i) "independent" and (ii) "financially literate" within the meaning of applicable law.

5.9 Appointments to Board Committees

The Committee will recommend to the Board those directors of the Administrator it considers qualified for appointment to each committee of the Board. If a vacancy occurs at any time in the membership of any Board committee, the Committee will recommend a director to fill such vacancy to the Board.

5.10 Performance Assessments

The Committee will annually review the effectiveness of the Board in fulfilling its responsibilities and duties as set out in the mandate of the Board. It will annually review the performance of the Board with consideration being given to

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skills and expertise, group dynamics, core competencies, personal characteristics, accomplishment of specific responsibilities, meeting attendance, participation and candour. The assessment will be conducted by way of an effectiveness survey consisting of questions ranking performance against responsibilities and open-ended questions. The Committee will establish minimum attendance standards for directors and will ensure that the Administrator's public disclosure reflects each director's attendance record, the frequency of Board and Committee meetings and the Board performance assessment process.

5.11 Compensation of Directors

The Committee will periodically review the adequacy and form of directors' compensation and recommend to the Board a compensation model that appropriately compensates directors for the responsibilities and risks involved in being a director or a member of one or more committees, as applicable. In discharging this duty, the Committee will be guided by four goals: (i) compensation should fairly pay directors for work required in an issuer of the Company's size and scope; (ii) compensation should not exceed what is customary given the size and scope of the Company's business and operations; (iii) compensation should align directors' interests with the long-term interests of shareholders; and (iv) the structure of the compensation should be simple, transparent and easy for shareholders to understand.

5.12 Approach to Governance

The Committee will review the Crius Group's overall approach to governance and make recommendations to the Board in this regard. Among other things, the Committee will:

A. periodically review and assess the mandate adopted by the Board and recommend any amendments to the Board;

B. periodically review the charter of each committee of the Board and recommend any amendments to the Board;

C. periodically review and assess the Company's code of business conduct and ethics and recommend any amendments to the Board;

D. periodically review the position descriptions for the Chairman of the Board, the Chair of the Audit & Risk Committee, the Chair of the Governance, Nomination & Compensation Committee Charter and the Chief Executive Officer and recommend any amendments to the Board;

E. periodically review and assess the Crius Group's Policies and recommend any amendments to the Board;

F. review and recommend the implementation of structures and procedures to facilitate the Board's independence from management and to avoid conflicts of interest;

G. monitor relationships between the Senior Management Group and the Board, and recommend procedures to allow directors to have access to, and an effective relationship with, senior management;

H. be available as a forum for addressing the concerns of individual directors;

I. work with the CEO and other members of the Senior Management Group to foster a healthy governance culture within the Crius Group;

J. monitor the compliance by the Crius Croup with other statutory and regulatory requirements applicable to the Crius Group; and

K. monitor developments in the area of governance and recommend initiatives that will help the Crius Group maintain high standards of governance.

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5.13 Orientation and Continuing Education

The Committee will ensure that new directors receive orientation materials describing the Company's business and its corporate governance policies and procedures. New directors will have meetings with the Chairman of the Board, the CEO and the chief financial officer and are expected to visit the Company's principal offices. The Committee is responsible for confirming that procedures are in place and resources are made available to provide directors with appropriate continuing education opportunities.

5.14 Policies

The Committee will:

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

B. if appropriate, approve any waivers of the Policies sought by directors of the Administrator or members of the Senior Management Group; and

C. ensure that any waivers of the Policies for directors or members of the Senior Management Group are promptly disclosed to the Board and, if appropriate, to Unitholders.

5.15 Human Resources Policies

The Committee will review the Crius Group's key human resources policies and overall compensation program for employees and make recommendations to the Board regarding the same.

5.16 Reporting

The Committee will regularly report to the Board on all significant matters it has addressed and with respect to such other matters that are within its responsibilities, including any matters relating to the Policies and its review of any potential conflicts of interest.

6. CHAIR OF THE COMMITTEE

The Board will appoint one member who is qualified for such purpose to be Chair, to serve until the next annual election of directors of the Administrator or otherwise until his or her successor is duly appointed. If, following the election of directors of the Administrator, in any year, the Board does not appoint a Chair, the incumbent Chair will continue in office until a successor is appointed.

7. REMOVAL AND VACANCIES

Any member of the Committee may be removed and replaced at any time by the Board. The Board will fill vacancies on the Committee by appointment from among qualified members of the Board on the recommendation of the Committee. If a vacancy exists on the Committee, the remaining members will exercise all of its powers so long as a quorum remains in office.

8. ASSESSMENT

At least annually, the Committee will assess its effectiveness in fulfilling its responsibilities and duties as set out in this mandate and in a manner consistent with the Board mandate to be adopted by the Board.

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9. REVIEW AND DISCLOSURE

The Committee will review this mandate at least annually and submit it to the Board for approval with such proposed amendments as it deems necessary and appropriate.

10. ACCESS TO OUTSIDE ADVISORS

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

11. DIVERSITY POLICY

The Committee is committed to workplace diversity.

The Committee has the responsibility to recruit form a diverse and talented workforce, recognizing that the Crius Group is committed to workplace diversity. The Crius Group recognizes the benefits arising from employee and Board diversity, including a broader pool of high quality employees, improved employee retention, accessing different perspectives and ideas, and benefiting from all available talent. The Committee shall recruit on the basis of qualification for the position and performance, regardless of gender, age, nationality, race, religious belief, cultural background, sexuality or physical ability.

The Committee will make all recommendations and approvals in a manner that promotes gender diversity, including establishing a structured approach for identifying a pool of suitable candidates and using external advisors where necessary.

Adopted by the Committee Governance, Nomination & Compensation Committee on November 13, 2012.

Revised and adopted by the Committee Governance, Nomination & Compensation Committee on March 25, 2015

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APPENDIX "C"

DISTRIBUTION REINVESTMENT PLAN

See attached.

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DISTRIBUTION REINVESTMENT PLAN

January 6, 2016

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IMPORTANT NOTICE

Capitalized terms appearing in this "Important Notice" shall have the meaning ascribed to such terms in the Distribution Reinvestment Plan.

The DRIP Units to be issued to Participants are not, and will not be, registered under the United States Securities Act of 1933, as amended, and accordingly, the DRIP Units are not being offered for sale in the United States or any of the territories or possessions thereof. Unless otherwise announced by the Trust, participation in the Plan will not be accepted from any person or person's agent who appears to be, or who the Trust or the Plan Agent have reason to believe is, resident in the United States or any of the territories or possessions thereof.

Holders of Units should read this document carefully and in its entirety before making any investment decision regarding participation in the Plan.

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CRIUS ENERGY TRUST

Distribution Reinvestment Plan

1. Overview

The Plan provides eligible holders of Units with a convenient and cost-effective way to reinvest all or a specified portion of the cash distributions paid on their Units in additional Units.

2. Definitions

Unless the context otherwise requires, capitalized terms used in the Plan have the following definitions:

"Administrator" means Crius Energy Administrator Inc., as administrator of the Trust, and its successors and assigns;

"Average Market Price" means with respect to: (i) Market Purchase Units, the average purchase price of the Units purchased by the Plan Agent on behalf of Participants on the Canadian open market, which includes the facilities of the Toronto Stock Exchange, on the date that such Market Purchase Units were acquired by the Plan Agent pursuant to a Market Purchase; or (ii) Treasury Purchase Units, the volume weighted average price of the Units traded on the Toronto Stock Exchange during the last five (5) days preceding the Distribution Payment Date on which not less than one hundred (100) Units traded on the Toronto Stock Exchange, calculated to six (6) decimal places; subject in both cases to proportionate adjustment in the event of a subdivision, consolidation or similar pro rata change in the number of outstanding Units into a greater or lesser number of Units;

"Beneficial Owner" means a Unitholder who beneficially owns Units that are not registered, in the unit register of the Trust, in its own name but are instead registered in the name of CDS or an intermediary;

"Board" means the board of directors of the Administrator;

"Business Day" means any day on which the Plan Agent's offices are generally open for business in Toronto, Ontario but does not in any event include a Saturday, Sunday, or civic or statutory holiday in the province of Ontario;

"CDS" means CDS Clearing and Depository Services Inc., which acts as a nominee for certain Canadian brokers, investment dealers, financial institutions and other nominees, or its nominee, as applicable;

"CDS Participants" means participants in the CDS depository service who hold Units on behalf of Beneficial Owners, and who are acting on behalf of such Beneficial Owners in respect of the Plan;

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"Certificate" means a physical security certificate representing Units or, if at the relevant time the Trust has in effect a direct registration system (DRS) providing for the holding of Units in "book-entry" form, without issue of physical certificates, registered in the holder's name and registered electronically on the records of the Trust's transfer agent, a DRS advice/statement confirming the number of Units so held;

"Distribution Payment Date" means a date on which a cash distribution is paid on Units;

"Distribution Record Date" means a record date for determining entitlement to receive payment of a cash distribution on Units;

"DRIP Units" means Units purchased with reinvested cash distributions pursuant to the Plan;

"Enrollment Form" means the "Reinvestment Enrollment – Participant Declaration Form" for the purpose of enrolling eligible Registered Holders (other than CDS) in the Plan;

"Market Purchase" means Units acquired by the Plan Agent on the Canadian open market, which include the facilities of the Toronto Stock Exchange, pursuant to the Plan;

"Market Purchase Units" means Units acquired by the Plan Agent pursuant to a Market Purchase;

"Participants" means Registered Holders who are eligible to participate in the Plan;

"Participation Rate" means the extent to which a Participant (other than CDS) has elected to participate in the Plan and have cash distributions reinvested in DRIP Units pursuant to the Participant's election on its Enrollment Form;

"Plan" means this Distribution Reinvestment Plan, as may be amended, supplemented or restated from time to time;

"Plan Account" means an account maintained by the Plan Agent for each Participant, to which are credited DRIP Units acquired on behalf of the Participant in accordance with the provisions hereof;

"Plan Agent" means Computershare Trust Company of Canada, or such other party as may be appointed by the Trust from time to time to administer the Plan and act as "Plan Agent" hereunder;

"Plan Units" means, at any time, DRIP Units that have been credited to a Plan Account and are held by the Plan Agent on behalf of the applicable Participant at that time;

"Registered Holder" means a person who holds Units that are registered, in the register of the Trust, in its own name, whether such Units are beneficially owned by such person or held in the person's capacity as an intermediary;

"Treasury Purchase" means Units issued to the Plan Agent from the treasury of the Trust;

"Treasury Purchase Units" means Units acquired by the Plan Agent pursuant to a Treasury Purchase;

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"Trust" means Crius Energy Trust, an unincorporated open-ended limited purpose trust established under the laws of the Province of Ontario on September 7, 2012, and includes any successor trust thereto, and any reference in this Plan to action by the Trust means action by or under the authority delegated to the Administrator or the Board or any person or committee that has been designated for such purpose by the Administrator;

"Unitholder" means a holder of Units; and

"Units" means the trust units in the capital of the Trust.

3. Participation in the Plan

3.1 Eligibility

Only Unitholders who are resident in Canada may participate in the Plan.

Unless otherwise announced by the Trust, Unitholders who are resident in any jurisdiction other than Canada cannot participate in the Plan.

The Trust and the Plan Agent reserve the right to deny participation in the Plan (including by terminating enrollment) to any Unitholder who appears to be, or who the Trust or the Plan Agent has reason to believe is, a resident of or otherwise subject to the laws of any jurisdiction (other than Canada), the laws of which do not permit participation in the Plan by or on behalf of such Unitholder. Neither the Trust nor the Plan Agent shall be responsible for providing advice regarding any person's eligibility to participate in the Plan under the laws to which such person may be subject.

3.2 Withholding Taxes

The Plan is subject to any withholding, deduction or remittance obligations that the Trust or the Plan Agent may have with respect to taxes or any other charges under applicable laws. Accordingly, any distribution amounts to be reinvested pursuant to the Plan on behalf of Unitholders who are not residents of Canada (if permitted pursuant to Section 3.1) will be subject to any applicable withholding taxes or charges and any amounts reinvested will be net of, and therefore reduced by, any amounts so required to be withheld.

3.3 Initial Enrollment

Registered Holders

Registered Holders may enroll in the Plan with respect to all or a specified portion of their Units by delivering a duly completed Enrollment Form to the Plan Agent at the address indicated in Section 9.7 or by enrolling online through Computershare's Investor Centre web portal at www.investorcentre.com. Registered Holders may obtain an Enrollment Form by contacting the Plan Agent as provided in Section 9 or by accessing the Enrollment Form online at www.investorcentre.com.

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A completed Enrollment Form must be received by the Plan Agent no later than 4:00 p.m. (Toronto time) on the fifth (5th) Business Day immediately preceding a Distribution Record Date in order to be effective for the corresponding cash distribution. An Enrollment Form received by the Plan Agent from a Registered Holder after that time will not be effective for such distribution but will instead take effect for the next following and subsequent Distribution Payment Dates.

CDS will provide separate instructions to the Plan Agent regarding the extent of its participation in the Plan on behalf of eligible Beneficial Owners.

The Enrollment Form or instructions from CDS will direct (or be deemed to direct, as applicable) the Trust to credit the Plan Agent with the amount of all cash distributions (after deduction of any applicable withholding taxes) payable on Units with respect to which the Participant is enrolled in the Plan, and the Plan Agent to reinvest such amount in DRIP Units in accordance with the Plan.

As at any Distribution Payment Date, a Participant will be considered to be enrolled in the Plan with respect to: (i) in the case of CDS, such number of Units for which CDS is Registered Holder as is specified in the instructions that CDS provides to the Plan Agent for that Distribution Payment Date; and (ii) in the case of a Participant, such number of Units for which the Participant has elected on the Enrollment Form to participate. All Plan Units held in the Participant's Plan Account will automatically be reinvested.

A Participant may change its reinvestment enrollment option by completing a new Enrollment Form or enrolling online as provided in Section 3.4. In order for the changes to a Participant's election to be effective for the applicable record date, the Plan Agent must receive the request as per the deadline noted above.

Beneficial Owners

An eligible Beneficial Owner who holds Units with their broker, investment dealer, financial institution or other nominee (an intermediary) should contact the intermediary in order to determine the process by which to enroll in the Plan. An eligible Beneficial Owner who wishes to participate in the Plan must either: (i) transfer the Units into its own name and then enroll directly as a Registered Holder in the manner described above in this Section 3.3; or (ii) participate indirectly by making appropriate arrangements with its intermediary.

The CDS Participant will enroll in the Plan via the CDS system according to CDS process and deadlines. CDS in turn is required to send the election to the Plan Agent on behalf of CDS Participants and Beneficial Owners no later than the deadlines set between CDS and the Plan Agent.

Beneficial Owners who wish to participate in the Plan should contact the intermediary through which they hold their Units to provide instructions regarding their participation in the Plan, to confirm any information or documentation required to give effect to their instructions, to confirm the intermediary's policies concerning continued participation following initial enrollment, and to confirm any applicable deadlines or processing times that the intermediary may impose or be subject to under its own policies or those of the CDS

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depository system. An intermediary may require certain information or documentation from an eligible Beneficial Owner before it will act upon enrollment instructions relating to the Plan.

3.4 Extent of Participation

Registered Holders

The extent to which a Participant (other than CDS) participates in the Plan at any Distribution Payment Date will depend on the Participation Rate specified in its most recently delivered Enrollment Form. A Participant (other than CDS) may subsequently change its Participation Rate by delivering to the Plan Agent a new Enrollment Form specifying the new Participation Rate.

The Participation Rate specified in an Enrollment Form will apply only in respect of Units held outside of a Plan Account. All cash distributions paid on Plan Units held in a Plan Account will, subject to the provisions of the Plan, be reinvested in further DRIP Units.

If a new Enrollment Form specifying a new Participation Rate is not received by the Plan Agent before 4:00 p.m. (Toronto time) on the fifth (5th) Business Day immediately preceding a Distribution Record Date, the previous Participation Rate will apply to the corresponding cash distribution and the new Participation Rate will become effective for purposes of subsequent distributions only.

Beneficial Owners

A Beneficial Owner who is enrolled in the Plan indirectly through an intermediary and wishes to change the extent to which it participates in the Plan must contact the intermediary through which it is enrolled and provide appropriate instructions. The intermediary should be consulted to confirm what information or documentation may be required to give effect to the change instructions and any applicable deadlines or processing times that the intermediary may impose or be subject to under its own policies or those of the CDS depository system.

3.5 Continued Enrollment

Registered Holders

A Participant (other than CDS) that has delivered a completed Enrollment Form will remain enrolled in the Plan with respect to: (i) Units that are registered to that Participant and held outside of the Participant's Plan Account according to the Participation Rate specified in the Participant's most recently delivered Enrollment Form; plus (ii) all Plan Units held in the Participant's Plan Account, until such time as the Plan or the Participant's enrollment therein is terminated.

The enrollment of a Participant (other than CDS) in the Plan will extend to Units that: (i) are acquired by the Participant after initial enrollment; (ii) are held outside of the Participant's Plan Account; and (iii) are registered under the same name in which the Participant initially enrolled, according to the same Participation Rate as is specified on the Participant's most recently delivered Enrollment Form, but will not extend to after-acquired Units registered under a different name. A Participant that wishes to participate in the Plan with respect to after-acquired Units registered under a different name should contact the Plan Agent to make appropriate arrangements.

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Beneficial Owners

Eligible Beneficial Owners who participate in the Plan indirectly through an intermediary should consult the intermediary to confirm its policies concerning continued participation following initial enrollment, including with respect to the reinvestment of cash distributions on after-acquired Units held through that intermediary.

3.6 General Restrictions on Participation

Subject to applicable law and regulatory policy, the Trust reserves the right to determine, from time to time, a minimum number of Units that a Participant must hold in order to be eligible to participate in, or continue to participate in, the Plan.

Without limitation, the Trust further reserves the right to deny participation in the Plan (including by terminating enrollment) to any person (or their agent or nominee, as applicable) who, in the sole opinion of the Trust, is participating in the Plan primarily with a view to arbitrage trading, is participating in the Plan as part of a scheme to avoid applicable legal requirements or engage in unlawful behavior, has been artificially accumulating securities of the Trust for the purpose of taking undue advantage of the Plan to the detriment of the Trust, or is resident in or otherwise subject to the laws of any jurisdiction that do not permit the person's participation in the Plan in the manner sought or might, if such participation was allowed, subject the Trust to legal or regulatory requirements in the jurisdiction not otherwise applicable to the Trust. The Trust may also deny participation in the Plan (including by terminating enrollment) to any person (or their agent or nominee, as applicable) if the Trust, in its sole discretion, deems it necessary or advisable under applicable law or regulatory policy.

3.7 Limit on Available Unitholders' Equity

The Trust reserves the right to determine, for each Distribution Payment Date, the amount of new Unitholders' equity (if any) that will be available for purchase under the Plan on that date. If, for any Distribution Payment Date, the amount of new Unitholders' equity determined to be available for purchase is less than the number of DRIP Units that would otherwise be issued under the Plan, then purchases of DRIP Units on that date will be prorated among Participants according to the aggregate distribution amount sought to be reinvested by each.

Any cash distributions paid on Units that are not reinvested under the Plan as a result of proration will be remitted to Participants in the ordinary manner.

3.8 Costs

No commissions or service charges are payable by Participants to the Trust or the Plan Agent in connection with the purchase of DRIP Units, and the Trust will pay all administrative costs of operating the Plan.

The Trust will not be responsible for any fees or other costs that may be charged to Beneficial Owners by or on behalf of any intermediary through which they hold their Units (including fees or other costs, if any, that may be charged by CDS). Accordingly, a Beneficial Owner who wishes to participate in the Plan indirectly through an intermediary should consult that intermediary to

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confirm whether its policies might result in any fees or other costs becoming payable by the Beneficial Owner.

3.9 Deemed Representations, Directions and Authorizations

By enrolling in the Plan, whether directly as a Participant or indirectly through an intermediary, a Unitholder shall be deemed to have: (i) represented and warranted to the Trust and the Plan Agent that it is eligible to participate in the Plan having regard to the eligibility requirements set forth herein; (ii) appointed the Plan Agent to receive from the Trust, and directed the Trust to credit the Plan Agent with the amount of, all cash distributions (after deduction of any applicable withholding taxes) payable on Units with respect to which the applicable Registered Holder is enrolled in the Plan; and (iii) authorized and directed the Plan Agent to reinvest such amount in DRIP Units, all in accordance with the provisions hereof.

4. The Plan Agent

4.1 Administration of the Plan

Computershare Trust Company of Canada has been appointed to administer the Plan on behalf of the Trust and the Participants. If Computershare Trust Company of Canada ceases to act as Plan Agent for any reason, another qualified party will be designated by the Trust to act as Plan Agent and Participants will be sent notice of the change.

All funds credited to the Plan Agent under the Plan on account of cash distributions (less any applicable withholding taxes) to be reinvested, will be applied to the purchase of DRIP Units from Treasury Purchases or Market Purchases or a combination of both. In no event will interest or any other compensation be paid to Participants on any funds held for reinvestment under the Plan.

4.2 Dealing in Trust Securities

The Plan Agent or its affiliates may, from time to time, for their own account or on behalf of accounts managed by them, deal in securities of the Trust and will not be liable to account to the Trust or to Participants in respect of such dealings.

4.3 Regulatory Compliance

In performing its services as contemplated herein, the Plan Agent will be required to comply with applicable laws and regulatory requirements, which may impose on the Plan Agent a duty to take or refrain from taking any action under the Plan notwithstanding the provisions hereof, and to permit any properly authorized person to have access to and to examine and make copies of any records relating to the Plan.

4.4 Resignation of Plan Agent

The Plan Agent may resign as Plan Agent under the Plan on such terms as may be agreed between the Trust and the Plan Agent. If the incumbent Plan Agent resigns, then another qualified party will be designated by the Trust to act as Plan Agent and Participants will be sent notice of the change.

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5. Purchase of Units Under the Plan

5.1 Class and Source of DRIP Units

All DRIP Units issuable on the reinvestment of cash distributions will be Units issued to the Plan by the Trust or acquired by the Plan on the Canadian open market through the facilities of the Toronto Stock Exchange, or a combination of both.

5.2 Purchase of DRIP Units

On each Distribution Payment Date, the Trust will credit to the Plan Agent all cash distributions (less any required deductions for withholding taxes) payable on Units enrolled in the Plan (including all Plan Units held in Participants' Plan Accounts on such date), which will be aggregated and applied by the Plan Agent to the purchase of DRIP Units on that Distribution Payment Date.

5.3 Price of Market Purchase Units

The price of Market Purchase Units will be 100 percent of the Average Market Price. Neither the Trust nor the Plan Agent will exercise any direct or indirect control over the price paid for Market Purchase Units acquired under the Plan.

5.4 Price of Treasury Purchase Units

The price of DRIP Units acquired by the Plan Agent through a Treasury Purchase will be, subject to the following paragraph, 100 percent of the Average Market Price.

The Board may, in its sole discretion, at any time, with effect at the time of declaration of the next Distribution Payment Date, determine that Treasury Purchase Units are to be issued at a discount to the Average Market Price (such discount not to exceed three (3) percent). Participants will be promptly notified by way of press release as to any such change, and until so notified the Treasury Purchase Units will not be issued at a discount to the Average Market Price.

In the event that the Board determines Treasury Purchase Units are to be issued at a discount to the Average Market Price, such discount will also apply in respect of all subsequent issuances of Treasury Purchase Units, if any, until such time as the Board, in its sole discretion, with effect at the time of declaration of the next distribution payment, determines to further change or eliminate the discount then applicable in respect of Treasury Purchase Units. Participants will be promptly notified of any further change by way of press release.

5.5 Crediting of DRIP Units

DRIP Units purchased on behalf of a Participant will be credited to that Participant's Plan Account. In the case of CDS, DRIP Units purchased on behalf of a Participant will be credited to the accounts of the applicable CDS Participants on behalf of the eligible Beneficial Owners for whom they are acting. For further information on the registration of Plan Units see Sections 8.1 and 8.2.

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5.6 Fractional Units

The Plan as the Plan Agent will credit to Plan Accounts, on each reinvestment made under the Plan, fractions of DRIP Units, calculated to six (6) decimal places, for any amount that cannot be reinvested in whole DRIP Units.

In certain events described in Section 7 of the Plan, a Participant (or, in the circumstances contemplated in Section 7.2, the legal representative of a deceased Participant) will be entitled to receive payment (less any required deductions for withholding taxes) for any residual fraction of a whole Plan Unit remaining in the Participant's Plan Account based at the prevailing market price at the time of sale. Upon any such payment being sent to the Participant or its legal representative, the Participant's fractional DRIP Units will be conclusively deemed to be cancelled. Any such payment will be made after deduction of applicable withholding taxes, if any, and will be denominated in Canadian dollars.

6. Withdrawal and Disposition of Plan Units

6.1 Withdrawal of Plan Units

A Participant (other than CDS) may, without terminating participation in the Plan, withdraw from its Plan Account any specified number of whole Plan Units then held on the Participant's Plan Account by duly completing the withdrawal voucher included in the periodic statements of account sent pursuant to Section 8.3 and delivering it to the Plan Agent or by following the instructions online through Computershare's Investor Centre web portal at www.investorcentre.com. On the withdrawal becoming effective, the Plan Agent will, in accordance with Section 8.2, send to the Participant a Certificate representing the withdrawn Units.

Unit withdrawal requests and corresponding Certificate preparation and delivery will be processed and completed in accordance with the Plan Agent's ordinary service standards.

6.2 Disposition of DRIP Units

Plan Units cannot be sold, pledged, hypothecated, assigned or otherwise disposed of or transferred while held in a Plan Account. A Participant who wishes to sell, pledge, hypothecate, assign or otherwise dispose of or transfer any Plan Units held in its Plan Account must first withdraw such Units in the manner specified in Section 6.1.

The Plan does not restrict the disposition or transfer of DRIP Units held outside of a Plan Account, subject to compliance with applicable laws and regulatory requirements.

6.3 Securities Law Compliance

Unitholders are responsible for complying with all applicable laws and regulatory requirements in connection with the trading of any securities, including DRIP Units, and are urged to consult their legal advisors for advice on any applicable trading restrictions.

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Certificates representing DRIP Units may bear such legends regarding trading restrictions as may be required under applicable laws or regulatory requirements or as the Trust may otherwise consider necessary or advisable.

7. Termination of Enrollment

7.1 Termination by Participant

A Participant (other than CDS) may terminate its enrollment in the Plan at any time by following the instructions at Computershare's Investor Centre web portal at www.investorcentre.com or by duly completing the termination voucher included in the periodic statements of account sent pursuant to Section 8.3 and delivering it to the Plan Agent.

The Termination Notice is included in the periodic statements of account sent pursuant to Section 8.3 and otherwise made available on request by contacting the Plan Agent at the address indicated in Section 9.7. On the termination becoming effective, the Participant's Plan Account will be closed and the Plan Agent will, in accordance with Section 8.2, send to the Participant a Certificate representing all whole Plan Units then held in the Participant's Plan Account and payment (less any applicable withholding taxes) for any residual fraction of a whole Plan Unit remaining in the Plan Account based on the prevailing market price at the time of sale.

If a completed termination notice is not received by the Plan Agent before 4:00 p.m. (Toronto time) on the fifth (5th) Business Day immediately preceding a Distribution Record Date, termination of enrollment will not become effective, the Participant's account will not be closed, and the Participant's enrollment in the Plan will not be terminated, until after the corresponding Distribution Payment Date.

A Beneficial Owner who is enrolled in the Plan indirectly through an intermediary and wishes to terminate its participation in the Plan must contact the intermediary through which it is enrolled and provide appropriate termination instructions.

7.2 Death of an Individual Participant

An individual Participant's participation in the Plan will be terminated following receipt by the Plan Agent of written notice of the Participant's death from the deceased Participant's legal representative, together with such evidence regarding the representative's authority and the Participant's death as the Trust and the Plan Agent may reasonably require. On the termination becoming effective, the Participant's Plan Account will be closed and the Plan Agent will, in accordance with Section 8.2, send to the legal representative a Certificate representing all whole Plan Units then held in the deceased Participant's Plan Account and payment (less any applicable withholding taxes) for any residual fraction of a whole Plan Unit remaining in the Plan Account based on the prevailing market price at the time of sale.

If a notice of an individual Participant's death together with all required evidence regarding the representative's authority and the Participant's death is not received by the Plan Agent before 4:00 p.m. (Toronto time) on the fifth (5th) Business Day immediately preceding a Distribution Record Date, termination of enrollment will not become effective, the Participant's account will not be

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closed, and the Participant's enrollment in the Plan will not be terminated, until after the corresponding Distribution Payment Date.

7.3 Termination by the Trust

On a Participant's participation in the Plan being terminated by the Trust in any circumstance described under Section 3.6, a Participant's Plan Account will be closed and the Plan Agent will send to the Participant a Certificate representing all whole Units then held in the Participant's Plan Account and payment (less any applicable withholding taxes) for any residual fraction of a whole Plan Unit remaining in the Plan Account based on the prevailing market price at the time of sale.

8. Administration

8.1 Maintenance of Plan Accounts

The Plan Agent will maintain a Plan Account for each Participant (other than CDS) with respect to purchases of DRIP Units for the Participant's benefit, and credit to each Participant's Plan Account, effective each Distribution Payment Date on which DRIP Units are purchased for the Participant's benefit, all such DRIP Units so purchased.

8.2 Registration of DRIP Units and Issue of Certificates

All Plan Units held in Plan Accounts will be registered in the name of the Plan Agent or its nominee or in accounts designated by it. This service protects against loss, theft or destruction of physical unit certificates. The number of Plan Units held by each Participant in its Plan Account will be shown on its statement of account provided under Section 8.3.

Certificates for whole Plan Units will only be issued to Participants if the Plan or the Participant's participation therein is terminated (including on an individual's death) or a Participant withdraws whole Plan Units from its Plan Account. Certificate preparation and delivery will be processed and completed in accordance with the Plan Agent's ordinary service standards.

Under no circumstance will a person be entitled to receive a Certificate for any fraction of a Plan Unit.

DRIP Units purchased with cash distributions paid on Units registered to CDS will be credited to CDS by the Plan Agent and CDS will in turn credit the accounts of the applicable CDS Participants on behalf of the eligible Beneficial Owners for whom they are acting.

8.3 Statements of Account

The Plan Agent will maintain a Plan Account for each Participant with respect to purchases of DRIP Units for the Participant's benefit, and will send or otherwise make available to each such Participant an unaudited statement regarding account activity each quarter. These statements are a Participant's continuing record of purchases of DRIP Units made for its account under the Plan and should be retained for income tax purposes.

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Whether or not it receives detailed statements or reports concerning transactions made for its account under the Plan, each Unitholder that participates directly or indirectly in the Plan is responsible for calculating and monitoring its own adjusted cost base in Units for Canadian federal income tax purposes, as certain averaging and other rules may apply and such calculations may depend on the cost of other Units held by the Unitholder and other factors, and for otherwise complying with its obligations under any tax laws to which the Unitholder is subject.

Beneficial Owners who participate in the Plan indirectly through an intermediary will not receive statements from the Plan Agent or the Trust and should consult the intermediary to confirm what statements or reports, if any, will be provided by the intermediary, whether for tax reporting purposes or otherwise.

8.4 Tax Consequences

Participation in the Plan and the reinvestment of cash distributions pursuant to the Plan does not relieve Unitholders of any liability for taxes that may be payable on the cash distributions. The Canada Revenue Agency ("CRA") generally takes the position that the amount, if any, by which the fair market value of any Units acquired by a Participant pursuant to the Plan on the date of acquisition of such Units exceeds the purchase price must be included in such Unitholder's income for income tax purposes. The amount reinvested by a Unitholder will be that Unitholder's cost of the Units acquired under the Plan plus, as described above, the amount of any income included as a result of the CRA position relating to the discounted purchase price, if any. Such total cost must be averaged with the cost of all other Units held by such Unitholder as capital property for the purpose of determining the adjusted cost base to such Unitholder of all their Units. Unitholders interested in enrolling in the Plan are advised to consult with their own tax advisors as to the consequences of doing so in their particular circumstances.

Neither the Trust nor the Plan Agent assume or accept any responsibility for any income or other tax consequences to any Participant, Beneficial Owner or other person of participating in, and acquiring beneficial ownership of Units pursuant to, the Plan, or any subsequent dealing in such Units.

8.5 Liabilities of the Trust and Plan Agent

Neither the Trust nor the Plan Agent will be liable to any Unitholder, CDS or any CDS Participant or other intermediary for or in respect of:

(a) any act or omission to act, or will have any duties, responsibilities or liabilities, except as expressly set forth in the Plan or required by law;

(b) any contravention by any Unitholder of any applicable securities laws with respect to participation in the Plan or the acquisition or disposition of DRIP Units;

(c) any failure or delay by CDS, a CDS Participant or any other intermediary to enroll or not enroll in the Plan any Beneficial Owner (or, as applicable, any Units held on the Unitholder's behalf) in accordance with the Beneficial Owner's instructions, or to not otherwise act upon or in accordance with a Beneficial Owner's instructions;

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(d) any determination made by the Trust or the Plan Agent regarding a Unitholder's eligibility to participate in the Plan, including the involuntary termination of a Participant's enrollment in the Plan in the circumstances described herein;

(e) the continued enrollment in the Plan of any Unitholder (or, as applicable, any Units held on the Unitholder's behalf) until receipt of all necessary documentation as provided herein required to terminate participation in the Plan;

(f) the prices and times at which DRIP Units are purchased on behalf of Participants, including any decision to change the issue price at which DRIP Units are issued;

(g) any decision by the Trust to amend, suspend, terminate or replace the Plan in accordance with the terms hereof;

(h) any failure to terminate an individual Participant's enrollment in the Plan upon such Participant's death before receipt of actual notice of death; or

(i) income or other taxes or other liabilities payable by any Participant or Beneficial Owner in connection with their receipt of distributions or their participation in the Plan.

Neither the Trust nor the Plan Agent can assure a profit or protect against a loss on DRIP Units purchased under the Plan.

The Trust and the Plan Agent have the right to reject any request regarding enrollment in or termination from the Plan or a withdrawal of Plan Units if not received in proper form. Any such request will be deemed invalid until any irregularities have been resolved to the satisfaction of the Trust and/or the Plan Agent, acting reasonably.

9. Miscellaneous

9.1 Voting of DRIP Units

Whole Plan Units held in a Participant's Plan Account on the record date for a vote of Unitholders will be voted in accordance with the instructions of the Participant, or its duly appointed proxyholder, given on a form to be furnished to the Participant. Plan Units for which voting instructions are not received will not be voted. No voting rights will attach to any fraction of a Plan Units held in a Participant's Plan Account.

9.2 Subdivisions, Consolidations, Unit Distributions or Rights Offerings

In the event of a subdivision, consolidation or similar pro rata change in the number of outstanding Units into a greater or lesser number of Units, the Plan Agent will proportionately credit or debit, as applicable, each Participant's Plan Account according to the number of Plan Units held therein at the relevant time.

If the Trust makes available to Unitholders any rights to subscribe for additional Units or other securities, such rights will also be made available with respect to whole Plan Units held in a

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Participant's Plan Account, and appropriate documentation will be forwarded to Participants. No such rights will accrue with respect to any fraction of a Plan Unit held in a Participant's Plan Account.

9.3 Amendment, Suspension or Termination of the Plan

The Trust reserves the right to amend, suspend or terminate the Plan at any time, provided that no such action shall have retroactive effect that is prejudicial to Participants.

(a) Amendment

Unless otherwise required hereunder, no written notice of the amendment will be sent to Participants unless, in the opinion of the Trust, acting reasonably and in good faith, the amendment is materially prejudicial to Participants. Generally, no notice will be given to Participants regarding any amendments to the Plan intended to cure, correct or rectify any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions. All amendments to the Plan will be subject to prior regulatory approvals, including those of any applicable stock exchanges.

The Trust will publicly announce material amendments to the Plan.

(b) Suspension

The Trust may from time to time determine to suspend the Plan and therefore the availability of new Unitholders' equity available for purchase hereunder. The Trust will publicly announce any such suspension and, as applicable, subsequent reinstatement of the Plan, but will not otherwise be required to provide notice to Participants of the suspension or reinstatement. A suspension of the Plan will not operate to terminate the Plan or the direct enrollment of any Participant herein.

Any cash distributions paid on Units while the Plan is suspended that would, but for the suspension, have been reinvested under the Plan will instead be remitted to Participants in the ordinary manner.

(c) Termination

If the Trust terminates the Plan, the Plan Agent will send to each Participant (other than CDS) notice of the termination and a Certificate representing all whole Plan Units then held in the Participant's Plan Account and payment (less any applicable withholding taxes) for any residual fraction of a whole Plan Unit remaining in the Plan Account based on the prevailing market price at the time of sale. Any cash distributions paid on Units following termination of the Plan will be remitted to Participants in the ordinary manner.

9.4 Assignment

A Unitholder cannot assign its right to participate in the Plan.

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9.5 Rules; Interpretation

The Trust may make rules to facilitate the administration of the Plan, including for the establishment of Internet-based or other electronic means of enrolling in the Plan or communicating information to Participants, and reserves the right to interpret the Plan text as the Trust deems necessary or desirable. Any issues of interpretation arising in connection with the Plan or its application shall be conclusively determined by the Trust.

9.6 Governing Law

The Plan will be governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein.

9.7 Correspondence and Inquiries

All correspondence, notices, other documents or payments required under the Plan to be given or delivered to Participants, including Certificates, shall be validly given or delivered if mailed to Participants at their respective addresses as recorded in the register of Unitholders maintained by the registrar and transfer agent of the Trust or, in the case of CDS, if given in accordance with custom and practice relating to the CDS depository system.

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Correspondence or inquiries to the Plan Agent shall be sent to:

Computershare Trust Company of Canada 100 University Avenue, 8th floor, North Tower Toronto, ON, Canada M5J 2Y1

Attention: Dividend Reinvestment

Telephone: 1-800-564-6253 (Toll free in North America) or (514) 982-7555

Correspondence or inquiries to the Trust shall be sent to:

Crius Energy Trust 1055 Washington Blvd. 7th Floor Stamford, Connecticut 06901 United States of America]

Attention: Chief Financial Officer

Telephone: (203) 663-7545 Facsimile: (203) 663-8397

9.8 Effective Date

The effective date of this Plan is January 6, 2016.

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APPENDIX "D"


See attached.

D-2 |

DEFERRED TRUST UNIT PLAN for Directors of Crius Energy Trust

January 6, 2016

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TABLE OF CONTENTS

Page

1. PREAMBLE AND DEFINITIONS ........................................................................................ 4

2. ELIGIBILITY ......................................................................................................................... 6

3. DEFERRED TRUST UNIT GRANTS ................................................................................... 6

4. ACCOUNTS, DISTRIBUTION EQUIVALENTS AND REORGANIZATION .................. 7

5. REDEMPTION ON RETIREMENT OR DEATH................................................................. 7

6. CURRENCY ........................................................................................................................... 8

7. UNITHOLDER RIGHTS ....................................................................................................... 9

8. ADMINISTRATION .............................................................................................................. 9

9. ASSIGNMENT ....................................................................................................................... 9

Schedule "A" Participation Agreement

Schedule "B" Redemption Notice

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CRIUS ENERGY TRUST

1. PREAMBLE AND DEFINITIONS

1.1 Title

The Plan herein described shall be called the "Deferred Trust Unit Plan for Directors of Crius Energy Trust".

1.2 Purpose of the Plan

The purpose of this Plan is to advance the interests of the Trust by: (i) increasing the proprietary interests of Directors in the Trust; (ii) aligning the interests of Directors with the interests of the Trust's unitholders generally; (iii) encouraging Directors to remain associated with the Trust; and (iv) furnishing Directors with an additional incentive in their efforts on behalf of the Trust.

1.3 Definitions

(a) "Administrator" means Crius Energy Administrator Inc., as administrator of the Trust, and its successors and assigns.

(b) "affiliate of the Trust" means an entity in which the Trust holds, directly or indirectly, 100% of the equity ownership interests.

(c) "Board" means the board of directors of the Administrator.

(d) "Cease Trade Date" has the meaning ascribed thereto in Section 5.4.

(e) "Committee" means the Governance, Nomination and Compensation Committee of the Board.

(f) "Date of Grant" of a Deferred Trust Unit means the date on which a Deferred Trust Unit is granted to a Director under the Plan, as evidenced by an Award Agreement

(g) "Deferred Trust Unit" means a bookkeeping entry on the books of the Trust, the value of which on any particular date shall be equal to the Market Value.

(h) "Deferred Trust Unit Account" has the meaning ascribed thereto in Section 4.1.

(i) "Director" means a director of the Administrator who is not an employee of the Trust otherwise than in his or her capacity as a member of the Board.

(j) "Director's Termination Date" has the meaning ascribed thereto in Section 5.1.

(k) "Insider" means an "insider" as defined in the TSX Company Manual, as amended from time to time.

(l) "Market Value" means, on any date, the closing price for a Trust Unit on the TSX on the Trading Day immediately prior to that date or, in the event of the Cease Trade Date, such other value as may be determined pursuant to Section 5.4.

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(m) "Plan" means this Deferred Trust Unit Plan for Directors of Crius Energy Trust as set out herein, as the same may be amended and varied from time to time.

(n) "Plan Administrator" means the Board or the Governance, Nomination & Compensation Committee of the Board or any other committee of the Board, as constituted from time to time, which may be appointed by the Board to, inter alia, interpret, administer and implement the Plan; provided, however, that if the Board has not appointed a committee of the Board to administer the Plan, all references in the Plan to "Plan Administrator" shall at such time be in reference to the Board;

(o) "Redemption Date" has the meaning ascribed thereto in Section 5.1.

(p) "TSX" means the Toronto Stock Exchange, or if the Trust Units are not listed on the TSX, such other stock exchange on which the Trust Units are listed, or if the Trust Units are not listed on any stock exchange, then on the over-the-counter market.

(q) "Tax Act" means the Income Tax Act (Canada), including the regulations promulgated thereunder, as amended from time to time.

(r) "Trading Day" means any date on which the TSX is open for the trading of Trust Units and on which one or more Trust Units actually traded.

(s) "Trust" means Crius Energy Trust, a mutual fund trust within the meaning of the Tax Act, and includes any successor mutual fund trust thereto, and any reference in this Plan to action by the Trust means action by or under the authority delegated to the Administrator or the Board or any person or committee that has been designated for the purpose by the Administrator including, without limitation, the Plan Administrator;

(t) "Trust" means Crius Energy Trust.

(u) "Trust Unit" means a trust unit of the Trust as presently constituted, or any unit, security or other property into which such unit is changed, reclassified, subdivided, consolidated or converted or which is substituted for such unit, or as such unit, security or other property may further be changed, reclassified, subdivided, consolidated, converted or substituted.

(v) "Unitholder Approval" means the approval and ratification of the Plan and entitlements thereunder by the requisite majority of the Unitholders of the Trust at a duly called meeting of Unitholders (which, for greater certainty, is required to permit the issuance of newly issued units by the Trust under this Plan).

(w) "Unitholders" means the holders of Trust Units at any time and from time to time.

1.4 Construction and Interpretation

(a) In this Plan, all references to the masculine include the feminine; references to the singular shall include the plural and vice versa, as the context shall require.

(b) The headings of all articles, sections and paragraphs in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan. References to "Article", "Section" or "Paragraph" mean an article, section or paragraph contained in the Plan unless expressly stated otherwise.

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(c) In this Plan, "including" and "includes" mean including or includes, as the case may be, without limitation. The words "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer to the Plan as a whole and not to any particular article, section, paragraph or other part hereof.

(d) Whenever the Board or, where applicable, the Plan Administrator or any sub-delegate of the Plan Administrator is to exercise discretion in the administration of the terms and conditions of this Plan, the term "discretion" means the sole and absolute discretion of the Board, the Plan Administrator or the sub-delegate of the Plan Administrator, as the case may be.

(e) The Plan shall be governed and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

(f) If any provision of the Plan or part hereof is determined to be void or unenforceable in whole or in part, such determination shall not affect the validity or enforcement of any other provision or part thereof.

1.5 Construction and Interpretation

The following Schedules are attached to the Plan and are incorporated by reference:

Schedule "A" – Participation Agreement

Schedule "B" – Redemption Notice

2. ELIGIBILITY

2.1 The Trust is establishing this Plan for Directors, effective on January 1, 2016.

2.2 Nothing herein contained shall be deemed to give any person the right to be retained as a Director of the Trust or an affiliate of the Trust.

3. DEFERRED TRUST UNIT GRANTS

3.1 The Board (or the Committee) may, on an annual basis, authorize, subject to the conditions stated herein, a grant of Deferred Trust Units to Directors..

3.2 The participation of a Director in the Plan shall be evidenced by a written agreement between the Trust and the eligible Director in the form of Schedule "A" hereto.

3.3 The Deferred Trust Units may be granted effective on and after January 1, 2016, subject to all necessary stock exchange and Unitholder approvals.

3.4 Each grant of Deferred Trust Units shall be effective as of the first day of a calendar year and shall apply to amounts earned after such date.

3.5 The number of Deferred Trust Units to be granted to Directors shall be subject to the following limitations:

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(a) the aggregate Market Value of the Deferred Trust Units granted to any Director in a particular year shall not exceed $150,000 for the year which includes the Date of Grant;

(b) the number of Trust Units issuable to Insiders of the Trust or an affiliate of the Trust, at any time, under all security based compensation arrangements of the Trust, including the Plan, cannot exceed 10% of the issued and outstanding Trust Units; and

(c) the number of Trust Units issued to Insiders of the Trust or an affiliate of the Trust, within any one year period, under all security based compensation arrangements of the Trust, including the Plan, cannot exceed 10% of the issued and outstanding Trust Units.

4. ACCOUNTS, DISTRIBUTION EQUIVALENTS AND REORGANIZATION

4.1 An account, to be known as a "Deferred Trust Unit Account" shall be maintained by the Trust for each Director and will be credited with notional grants of Deferred Trust Units received by a Director from time to time. Unless otherwise provided at the time of grant, Deferred Trust Units will be fully vested upon being credited to a Director's Deferred Trust Unit Account and the Director's entitlement to payment of such Deferred Trust Units at his or her Termination Date shall not thereafter be subject to satisfaction of any requirements as to any minimum period of membership on the Board or other conditions.

4.2 Whenever cash or other distributions are paid on the Trusts Units, additional Deferred Trust Units will be credited to the Director's Deferred Trust Unit Account. The number of such additional Deferred Trust Units will be calculated by dividing the distributions that would have been paid to such Director if the Deferred Trust Units recorded in the Director's Deferred Trust Unit Account as at the record date for the cash distribution had been Trust Units by the Market Value on the date on which the distributions are paid on the Trust Units. Notwithstanding the foregoing, following a Cease Trade Date, the value of a Trust Unit used to calculate the number of additional Deferred Trust Units under this Section 4.2 shall be the value determined on a reasonable and equitable basis by the Board.

4.3 In the event of any property distribution, unit split, combination or exchange of Trust Units, merger, arrangement, re-organization, re-capitalization, consolidation, spin-off or other distribution (other than normal cash, note or Trust Unit distributions) of the Trust assets to unitholders, or any other similar changes affecting the Trust, such proportionate adjustments, to reflect such change or changes shall be made with respect to the number of Deferred Trust Units outstanding under the Plan, all as determined by the Board in its sole discretion.

4.4 For greater certainty, no amount will be paid to, or in respect of, a Director under the Plan or pursuant to any other arrangement, and no additional Deferred Trust Units will be granted to a Director to compensate for a downward fluctuation in the fair market value of the Trust Units, nor will any other form of benefit be conferred upon, or in respect of a Director for such purpose.

5. REDEMPTION ON RETIREMENT OR DEATH

5.1 The value of the Deferred Trust Units credited to a Director's Deferred Trust Unit Account shall be redeemable by the Director (or, where the Director has died, his or her estate) at the Director's option (or after the Director's death at the option of his or her legal representative) following the event, including death, causing the Director to be no longer any of a Director, or a director of an affiliate of the Trust (the "Director's Termination Date"). The Director (or after the Director's death, his or her legal representative) shall, by filing a written notice of redemption in the form

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of Schedule "B" hereto with the Secretary of the Trust, specify a redemption ' (the "Redemption Date") which in any event must be after the date on which the notice of redemption is filed with the Trust and within the period from the Director's Termination Date to December 15 of the first calendar year commencing after the Director's Termination Date.

5.2 Until the Plan obtains Unitholder Approval, the value of the Deferred Trust Units redeemed by or in respect of a Director pursuant to Section 5.1 shall be the Market Value on the Director's Redemption Date and shall be paid to the Director (or, if the Director has died, to his or her estate) in the form of cash in an amount equal to the number of Deferred Trust Units redeemed, net of any applicable withholdings as soon as practicable after the Director's Redemption Date, provided that in any event such payment date shall be no later than December 31 of the first calendar year commencing after the Director's Termination Date.

5.3 Once the Plan obtains Unitholder Approval, the value of the Deferred Trust Units redeemed by or in respect of a Director pursuant to Section 5.1 shall be the Market Value on the Director's Redemption Date and shall be paid to the Director (or, if the Director has died, to his or her estate) in the form of newly issued Trust Units in a number equal to the number of Deferred Trust Units redeemed, net of any applicable withholdings as soon as practicable after the Director's Redemption Date, provided that in any event such payment date shall be no later than December 31 of the first calendar year commencing after the Director's Termination Date. The Trust Units to be issued shall be newly issued units by the Trust.

5.4 In the event that the Director's Redemption Date is after the date on which the Trust Units ceased to be traded on the TSX, provided such cessation in trading is not reasonably expected to be temporary (the "Cease Trade Date"), the value of the Deferred Trust Units redeemed by or in respect of the Director pursuant to Section 5.1 shall be determined in accordance with the following:

(a) where the Director's Termination Date is before or not more than 365 days after the last Trading Day before the Cease Trade Date, the value of each Deferred Trust Unit credited to the Director's Deferred Trust Unit Account at his or her Redemption Date shall be equal to the Market Value on the last Trading Day before the Cease Trade Date; and

(b) where the Director's Termination Date is after the date that is 365 days after the last Trading Day before the Cease Trade Date, the value of each Deferred Trust Unit credited to the Director's Deferred Trust Unit Account at his or her Redemption Date shall be based on the fair market value of a trust unit of the Trust or of a corporation related thereto at his or her Redemption Date as is determined on a reasonable and equitable basis by the Board after receiving the advice of one or more independent firms of investment bankers of national repute.

The value of a Director's Deferred Trust Units determined in accordance with paragraph (a) or (b) of this Section 5.4, as applicable, shall be paid to the Director (or, if the Director has died, to his or her estate) in the form of newly issued Trust Units (or in the form of cash if Unitholder Approval has not been obtained) by the Trust, net of any applicable withholdings as soon as practicable after the Director's Redemption Date, provided that in any event such payment date shall be no later than December 31 of the first calendar year commencing after the Director's Termination Date.

6. CURRENCY

6.1 All references in the Plan to currency refer to lawful Canadian currency.

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7. UNITHOLDER RIGHTS

7.1 Deferred Trust Units are not Trust Units or other securities of the Trust and, except as specifically provided for herein, will not entitle a Director to any Unitholder rights, including, without limitation, voting rights, distribution entitlement or rights on liquidation.

8. ADMINISTRATION

8.1 Unless otherwise determined by the Board, the Plan shall remain an unfunded and unsecured obligation of the Trust.

8.2 Unless otherwise determined by the Board, the Plan shall be administered by the Committee.

8.3 The Plan may be amended or terminated at any time by the Board, except as to rights already accrued hereunder by the Directors, without approval of the holders of the Trust Units, but subject to any required regulatory approval. Approval of the holders of the Trust Units will be required to:

(a) increase the number of Trust Units authorized for issuance under the Plan; or

(b) amend the method of calculating the number of Deferred Trust Units to be credited to a Director's Deferred Trust Unit Account in a manner that would result in a greater number being credited to such account than is currently provided for under the Plan.

8.4 The Trust will be responsible for all costs relating to the administration of the Plan.

9. ASSIGNMENT

9.1 The assignment or transfer of the Deferred Trust Units, or any other benefits under this Plan, shall not be permitted other than by operation of law.

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SCHEDULE "A"

PARTICIPATION AGREEMENT

Deferred Trust Unit Plan for Directors of Crius Energy Administration Inc., administrator of Crius Energy Trust

(the "Plan")

I hereby confirm that, as of the date written below, I am a member of the Board of Directors of Crius Energy Administration Inc., administrator of Crius Energy Trust and acknowledge that I will be granted Deferred Trust Units under Section 3.1 of the Plan on an annual basis subject to and in accordance with the terms of the Plan.

I confirm that:

1. I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.

2. I understand that I will not be able to cause Crius Energy Trust (the "Trust") to redeem Deferred Trust Units granted under the Plan ("DTUs") until I am no longer either a director of the Trust or of an affiliate of the Trust.

3. I recognize that when DTUs credited pursuant to the Plan are redeemed in accordance with the terms of the Plan after I am no longer either a director of the Trust or of an affiliate of the Trust, income tax and other withholdings as required will arise at that time. Upon redemption of the DTUs, the Trust will make all appropriate withholdings as required by law at that time.

4. The value of DTUs are based on the value of the Trust Units of Crius Energy Trust from time to time and therefore are not guaranteed.

The foregoing is only a brief outline of certain key provisions of the Plan. For more complete information, reference should be made to the Plan text which governs in the case of conflict or inconsistency with this Participation Agreement. All capitalized expressions used herein shall have the same meaning as in the Plan unless otherwise defined herein.

Date (Name of Director) (Signature of Director)

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SCHEDULE "B"

REDEMPTION NOTICE

Deferred Trust Unit Plan for Directors of Crius Energy Administration Inc., administrator of Crius Energy Trust

(the "Plan")

Pursuant to Section 5.1 of the Plan, I hereby advise Crius Energy Trust (the "Trust") that I wish to redeem all the Deferred Trust Units credited to my account under the Plan on [insert Redemption Date, which shall be no later than December 15 of the first calendar year commencing after the year in which the Director ceases to be any of a director or an employee of the Trust or of an affiliate of the Trust].

Date (Name of Director) (Signature of Director)

If the Redemption Notice is signed by a legal representative, documents providing the authority of such signature must be provided to the Trust.

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APPENDIX "E"

UNITHOLDER RIGHTS PLAN

See attached.

EXECUTION VERSION

E-2 |

UNITHOLDER RIGHTS PLAN AGREEMENT

Dated as of May 24, 2016

BETWEEN

CRIUS ENERGY TRUST

- and -

COMPUTERSHARE TRUST COMPANY OF CANADA

as Rights Agent

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TABLE OF CONTENTS

Page

ARTICLE 1 INTERPRETATION ............................................................................................. 6

1.1 Certain Definitions ....................................................................................................... 6 1.2 Currency ..................................................................................................................... 18 1.3 Number and Gender ................................................................................................... 18 1.4 Descriptive Headings and References ....................................................................... 18 1.5 Acting Jointly or in Concert ....................................................................................... 18 1.6 Holder ........................................................................................................................ 18 1.7 Calculation of Voting Units Beneficially Owned ...................................................... 18

ARTICLE 2 THE RIGHTS ...................................................................................................... 19

2.1 Legend on Voting Unit Certificates ........................................................................... 19 2.2 Initial Exercise Price; Exercise of Rights; Detachment of Rights ............................. 20 2.3 Adjustments to Exercise Price; Number of Rights .................................................... 22 2.4 Date on Which Exercise is Effective ......................................................................... 28 2.5 Execution, Authentication, Delivery and Dating of Rights Certificates .................... 29 2.6 Registration, Registration of Transfer and Exchange ................................................ 29 2.7 Mutilated, Destroyed, Lost and Stolen Rights Certificates........................................ 30 2.8 Persons Deemed Owners ........................................................................................... 31 2.9 Delivery and Cancellation of Certificates .................................................................. 31 2.10 Agreement of Rights Holders .................................................................................... 31

ARTICLE 3 ADJUSTMENTS IN THE EVENT OF A FLIP-IN EVENT ........................... 32

3.1 Flip-in Event .............................................................................................................. 32

ARTICLE 4 THE RIGHTS AGENT ....................................................................................... 34

4.1 General ....................................................................................................................... 34 4.2 Merger or Consolidation or Change of Name of Rights Agent ................................. 35 4.3 Duties of Rights Agent............................................................................................... 35 4.4 Change of Rights Agent ............................................................................................. 37 4.5 Compliance with Anti-Money Laundering Legislation ............................................. 38

ARTICLE 5 MISCELLANEOUS ............................................................................................ 38

5.1 Redemption of Rights ................................................................................................ 38 5.2 Waiver of Flip-In Events ........................................................................................... 39 5.3 Expiration ................................................................................................................... 40 5.4 Issuance of New Rights Certificates .......................................................................... 40 5.5 Supplements and Amendments .................................................................................. 40 5.6 Fractional Rights and Fractional Units ...................................................................... 42 5.7 Rights of Action ......................................................................................................... 42 5.8 Holder of Rights Not Deemed a Unitholder .............................................................. 42 5.9 Notice of Proposed Actions ....................................................................................... 43 5.10 Notices ....................................................................................................................... 43 5.11 Costs of Enforcement ................................................................................................. 44

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5.12 Successors .................................................................................................................. 45 5.13 Benefits of this Agreement ........................................................................................ 45 5.14 Governing Law .......................................................................................................... 45 5.15 Language .................................................................................................................... 45 5.16 Counterparts ............................................................................................................... 45 5.17 Severability ................................................................................................................ 45 5.18 Determinations and Actions by the Board of Directors ............................................. 45 5.19 Effective Date and Expiration Time .......................................................................... 46 5.20 Regulatory Approval .................................................................................................. 46 5.21 Force Majeure ............................................................................................................ 46 5.22 Time of the Essence ................................................................................................... 47 5.23 Declaration as to Non-Canadian Holders .................................................................. 47 5.24 Fiduciary Duties of the Directors ............................................................................... 47 5.25 Privacy Legislation .................................................................................................... 47

ADDENDA

EXHIBIT "A" (Form of Rights Certificate)

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UNITHOLDER RIGHTS PLAN AGREEMENT

UNITHOLDER RIGHTS PLAN AGREEMENT dated as of May 24, 2016 between CRIUS ENERGY TRUST, an open-ended limited purpose trust established under the laws of the Province of Ontario (the "Trust"), and Computershare Trust Company of Canada, a trust company existing under the laws of Canada, as rights agent (the "Rights Agent", which term shall include any successor rights agent hereunder).

WHEREAS the Board of Directors (as hereinafter defined) has determined that it is advisable and in the best interests of the Trust to implement a unitholder right plan by adopting this unitholder rights plan agreement as provided herein (the "Rights Plan") to take effect on the Effective Date (as hereinafter defined) to ensure, to the extent possible, that all unitholders of the Trust are treated fairly in connection with any Take-Over Bid (as hereinafter defined) and to ensure that the Board of Directors is provided with sufficient time to evaluate unsolicited Take-Over Bids and to explore and develop alternatives to maximize unitholder value;

AND WHEREAS in order to implement the Rights Plan, the Board of Directors has authorized the issuance of:

(a) one right (a "Right") effective at the Record Time (as hereinafter defined) in respect of each Unit (as hereinafter defined) outstanding at the Record Time; and

(b) one Right in respect of each Voting Unit issued after the Record Time and prior to the earlier of the Separation Time (as hereinafter defined) and the Expiration Time (as hereinafter defined);

AND WHEREAS each Right entitles the holder thereof, after the Separation Time, to purchase securities of the Trust pursuant to the terms and subject to the conditions set forth herein;

AND WHEREAS the Rights Agent has agreed to act on behalf of the Trust in connection with the issuance, transfer, exchange and replacement of Rights Certificates (as hereinafter defined), the exercise of Rights and other matters referred to herein;

AND WHEREAS the foregoing recitals and statements are made by the Trust and not the Rights Agent;

NOW THEREFORE, in consideration of the premises and the respective agreements set forth herein, the Trust and the Rights Agent hereby agree as follows:

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ARTICLE 1 INTERPRETATION

1.1 Certain Definitions

For purposes of this Agreement, the following terms have the meanings indicated:

"Acquiring Person" shall mean any Person who is the Beneficial Owner of 20% or more of the Voting Units then outstanding; provided, however, that the term "Acquiring Person" shall not include:

(i) the Trust or any Subsidiary of the Trust;

(ii) any Person who becomes the Beneficial Owner of 20% or more of the outstanding Voting Units as a result of one or any combination of:

(A) a Voting Unit Reduction;

(B) a Pro Rata Acquisition;

(C) a Permitted Bid Acquisition,

(D) an Exempt Acquisition; or

(E) a Convertible Security Acquisition;

provided, however, that if a Person becomes the Beneficial Owner of 20% or more of the Voting Units then outstanding by reason of one or any combination of a Voting Unit Reduction, a Pro Rata Acquisition, a Permitted Bid Acquisition, an Exempt Acquisition or a Convertible Security Acquisition and thereafter such Person, while such Person is the Beneficial Owner of 20% or more of the Voting Units then outstanding, becomes the Beneficial Owner of an additional 1% or more of the outstanding Voting Units (other than pursuant to a Voting Unit Reduction, a Pro Rata Acquisition, a Permitted Bid Acquisition, an Exempt Acquisition or a Convertible Security Acquisition or any combination thereof), then as of the date and time that such Person becomes the Beneficial Owner of such additional Voting Units, such Person shall become an Acquiring Person;

(iii) for a period of 10 days after the Disqualification Date, any Person who becomes the Beneficial Owner of 20% or more of the outstanding Voting Units as a result of such Person becoming disqualified from relying on Clause (3) of the definition of "Beneficial Owner" solely because such Person makes or publicly announces a current intention to make a Take-Over Bid, alone or acting jointly or in concert with any other Person. "Disqualification Date" means the first date of a public announcement of facts indicating that any Person is making or intends to make a Take-Over Bid, either alone through such Person's Affiliates or Associates or by acting jointly or in concert with any other Person;

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(iv) an underwriter or member of a banking or selling group that becomes the Beneficial Owner of 20% or more of the Voting Units then outstanding as a result of an acquisition from the Trust in connection with a distribution of securities pursuant to a prospectus or by way of private placement; and

(v) a Grandfathered Person, provided, however, that if after the Record Time such Person becomes the Beneficial Owner of an additional 1% or more of the outstanding Voting Units (other than pursuant to a Voting Unit Reduction, a Pro Rata Acquisition, a Permitted Bid Acquisition, an Exempt Acquisition or a Convertible Security Acquisition), then as of the date and time that such Person becomes the Beneficial Owner of such additional Voting Units, such Person shall become an Acquiring Person.

"Administrator" shall mean Crius Energy Administrator Inc., in its capacity as administrator of the Trust.

"Affiliate", when used to indicate a relationship with a specified Person, shall mean a Person that directly, or indirectly controls, or is controlled by, or is under common control with, such specified Person and a Person shall be deemed to be an Affiliate of a specified Person if one of them is the Subsidiary of the other or if each of them is controlled by the same Person.

"Agreement" shall mean this unitholder rights plan agreement between the Trust and the Rights Agent, as amended, supplemented or restated from time to time.

"Associate", when used to indicate a relationship with a specified Person, shall mean (i) a spouse of such specified Person, (ii) any Person of either sex with whom such specified Person is living in a conjugal relationship outside marriage, (iii) any relative of such specified Person or of a Person mentioned in Clause (i) or (ii) of this definition if that relative has the same residence as the specified Person, or (iv) any trust or estate in which a specified Person has a substantial beneficial interest or as to which such specified Person serves as a trustee or in a similar capacity.

"Beneficial Owner": a Person shall be deemed the "Beneficial Owner" and to have "Beneficial Ownership" of and to "Beneficially Own", any security:

(i) of which such Person or any of such Person's Affiliates or Associates is the owner at law or in equity;

(ii) as to which such Person or any of such Person's Affiliates or Associates has the right to become the owner at law or in equity (A) upon the purchase, exercise, conversion or exchange of any Convertible Securities, or (B) pursuant to any agreement, arrangement, pledge or understanding (including, for greater certainty, any lock-up agreement other than a Permitted Lock-Up Agreement), whether or not in writing, in each case if such right is then exercisable or exercisable within a period of 60 days, and whether or not on condition or the happening of any contingency by a single transaction or a series of linked transactions (other than customary agreements with and between underwriters and members of banking

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groups or selling groups with respect to a distribution of securities pursuant to a prospectus or by way of a private placement and other than pursuant to pledges of securities in the ordinary course of business); and

(iii) which is Beneficially Owned within the meaning of Clause (i) or (ii) of this definition by any other Person with which, and in respect of which security, such Person is acting jointly or in concert;

provided, however, that a Person shall not be deemed the "Beneficial Owner" of, or to have "Beneficial Ownership" of, or to "Beneficially Own", any security by reason of:

(1) such security having been deposited or tendered pursuant to a Take-Over Bid made by such Person, any of such Person's Affiliates or Associates or any other Person with which, and in respect of which security, such Person is acting jointly or in concert, until such deposited or tendered security has been accepted unconditionally for payment or exchange or has been taken up and paid for, whichever shall first occur;

(2) the holder of such security having agreed pursuant to a Permitted Lock-Up Agreement to deposit or tender such security pursuant to a Take-Over Bid made by such Person, any of such Person's Affiliates or Associates or any other Person with which, and in respect of which security, such Person is acting jointly or in concert, until the earliest time at which any such deposited or tendered security has been accepted unconditionally for payment or exchange or has been taken up and paid for, whichever shall first occur;

(3) such Person, for greater certainty, holding such security in the ordinary course of such Person's business or activities as follows:

(A) such Person (in this definition, an "Investment Manager") manages investment funds for others (which others may include, or be limited to, employee benefit plans and pension plans), if such security is held by the Investment Manager in the performance of the Investment Manager's duties for the account of another Person (in this definition, a "Client", which term shall include any non-discretionary account held on behalf of a Client by a broker or dealer registered under applicable law);

(B) such Person (in this definition, a "Trust Company") is licensed as a trust company under applicable law and, as such, acts as trustee or administrator or in a similar capacity for the estates of deceased or incompetent Persons (each, in this definition, an "Estate Account") or for other accounts (each, in this definition, an "Other Account"), if such security is held by the Trust Company for the Estate Account or for such Other Accounts;

(C) such Person (in this definition, a "Crown Agent") is a Crown agent or agency that manages public assets, if such security is held by the Crown Agent for the purposes of its activities as Crown Agent;

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(D) such Person (in this definition, a "Statutory Body") is established by statute for purposes that include the management of investment funds for employee benefit plans, pension plans and insurance plans (other than insurance plans administered by insurance companies) of various public bodies, if such security is held by the Statutory Body for the purposes of its activities as Statutory Body; or

(E) such Person (in this definition, an "Administrator") is the administrator or trustee of one or more pension funds or plans (each, in this definition, a "Plan") registered under the laws of Canada or any province thereof or the corresponding laws of the jurisdiction by which such Plan is governed, or is such a Plan, if such security is held by the Administrator or Plan for the purposes of its activities as Administrator or Plan;

but only if the Investment Manager, the Trust Company, the Crown Agent, the Statutory Body, the Administrator or the Plan, as the case may be, is not then making or has not publicly announced a current intention to make a Take-Over Bid, alone or by acting jointly or in concert with any other Person, other than pursuant to a distribution by the Trust or by means of ordinary market transactions (including pre-arranged trades entered into in the ordinary course of business of such Person) executed through the facilities of a stock exchange, securities quotation system or an organized over-the-counter market;

(4) such Person, for greater certainty, being a Client of the same Investment Manager as another Person on whose account the Investment Manager holds such security;

(5) such Person, for greater certainty, having an Estate Account or an Other Account with the same Trust Company as another Person on whose account the Trust Company holds such security;

(6) such Person, for greater certainty, being a Plan with the same Administrator as another Plan on whose account the Administrator holds such security;

(7) such Person, for greater certainty:

(A) being a Client of an Investment Manager, if such security is owned at law or in equity by the Investment Manager;

(B) being an Estate Account or an Other Account of a Trust Company, if such security is owned at law or in equity by the Trust Company; or

(C) being a Plan, if such security is owned at law or in equity by the Administrator of the Plan; or

(8) such Person being the registered holder of such security as a result of carrying on the business of, or acting as nominee for, a securities depository.

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"Board of Directors" shall mean the board of directors of the Administrator or any duly constituted or empowered committee thereof.

"Business Day" shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in Toronto, Ontario are authorized or obliged by law to close.

"Canadian Dollar Equivalent" of any amount which is expressed in United States dollars shall mean on any date the Canadian dollar equivalent of such amount determined by multiplying such amount by the U.S.-Canadian Exchange Rate in effect on such date.

"Close of Business" on any given date shall mean the time on such date (or, if such date is not a Business Day, the time on the next succeeding Business Day) at which the office of the transfer agent for the Units in Toronto, Ontario (or, after the Separation Time, the office of the Rights Agent in Toronto, Ontario) is closed to the public.

"Competing Permitted Bid" shall mean a Take-Over Bid that:

(i) is made after a Permitted Bid or another Competing Permitted Bid has been made and prior to the expiry, termination or withdrawal of that Permitted Bid or Competing Permitted Bid; and

(ii) satisfies all the provisions of the definition of a Permitted Bid.

"controlled": a Person is "controlled" by another Person or two or more Persons acting jointly or in concert if:

(i) in the case of a Person that is a body corporate, securities entitled to vote in the election of directors of such body corporate carrying more than 50% of the votes for the election of directors are held, directly or indirectly, by or for the benefit of the other Person or Persons and the votes carried by such securities are entitled, if exercised, to elect a majority of the board of directors of such body corporate; and

(ii) in the case of a Person that is not a body corporate, more than 50% of the voting or equity interests of such Person are held, directly or indirectly, by or for the benefit of the other Person or Persons;

and "controls", "controlling" and "under common control with" shall be interpreted accordingly.

"Convertible Securities" shall mean at any time any securities issued by the Trust from time to time (other than the Rights) or any other Person from time to time carrying any purchase, exercise, conversion or exchange right, pursuant to which the holder thereof may acquire Voting Units or other securities carrying any purchase, exercise, conversion or exchange right pursuant to which the holder thereof may acquire, directly or indirectly, Voting Units (in each case, whether such right is exercisable immediately or after a specified period and whether or not on condition or the happening of any contingency).

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"Convertible Security Acquisition" shall mean the acquisition of Voting Units by a Person upon the purchase, exercise, conversion or exchange of Convertible Securities acquired or received by such Person pursuant to a Permitted Bid Acquisition, an Exempt Acquisition or a Pro Rata Acquisition.

"Co-Rights Agent" shall have the meaning attributed thereto in Subsection 4.1(a).

"Distribution Reinvestment Acquisition" shall mean an acquisition of Voting Units of any class pursuant to a Distribution Reinvestment Plan.

"Distribution Reinvestment Plan" shall mean a regular distribution reinvestment or other plan of the Trust made available by the Trust to holders of its securities where such plan permits the holder to direct that some or all of: (a) distributions paid in respect of any securities of the Trust, (b) proceeds of redemption of securities of the Trust, (c) interest paid on evidences of indebtedness of the Trust, or (d) optional cash payments, be applied to the purchase of Units.

"Effective Date" shall mean May 24, 2016.

"Election to Exercise" shall have the meaning attributed thereto in Subsection 2.2(d).

"Exchange Act of 1934" shall mean the Securities Exchange Act of 1934 of the United States, as amended, and the rules and regulations made thereunder, as now in effect or as the same may from time to time be amended, re-enacted or replaced.

"Exempt Acquisition" shall mean an acquisition by a Person of Voting Units and/or Convertible Securities (i) in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Section 5.2, (ii) pursuant to a regular Distribution Reinvestment Plan, (iii) pursuant to a distribution of Voting Units or Convertible Securities made by the Trust (A) to the public pursuant to a prospectus; or (B) by way of a private placement or other distribution made by the Trust that is exempt from the prospectus requirements of applicable law (other than a Pro Rata Acquisition); provided that such Person does not thereby become the Beneficial Owner of a greater percentage of Voting Units or Convertible Securities so issued than the percentage of Voting Units or Convertible Securities Beneficially Owned by such Person immediately prior to such distribution, or (iv) pursuant to an amalgamation, merger, arrangement or other statutory procedure requiring unitholder approval.

"Exercise Price" shall mean, as of any date, the price at which a holder may purchase the securities issuable upon exercise of one whole Right in accordance with the terms hereof and, subject to adjustment thereof in accordance with the terms hereof, the Exercise Price shall be an amount equal to three times the Market Price, as at the Separation Time, per Unit.

"Expansion Factor" shall have the meaning attributed thereto in Subsection 2.3(b)(iv)(A).

"Expiration Time" shall have the meaning attributed thereto in Subsection 5.19(a)(ii).

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"Flip-in Event" shall mean a transaction or event in which any Person becomes an Acquiring Person.

"Grandfathered Person" shall mean any Person who is the Beneficial Owner of 20% or more of the outstanding Voting Units as determined at the Record Time; provided, however, that a Person shall cease to be a Grandfathered Person in the event that such Person ceases to Beneficially Own 20% or more of the outstanding Voting Units at any time after the Record Time.

"holder" shall have the meaning attributed thereto in Section 1.6.

"including" and "includes" shall be interpreted on an inclusive basis and shall be deemed to be followed by the words "without limitation".

"Independent Unitholders" shall mean holders of outstanding Voting Units, other than (i) any Acquiring Person, (ii) any Offeror, (iii) any Affiliate or Associate of any Acquiring Person or Offeror, (iv) any Person acting jointly or in concert with any Acquiring Person or Offeror, and (v) any employee benefit plan, deferred profit sharing plan, stock participation plan or trust for the benefit of employees of the Trust or a wholly-owned Subsidiary of the Trust (unless the beneficiaries of such plan or trust direct the manner in which such Voting Units are to be voted or direct whether the Voting Units are to be deposited or tendered to a Take-Over Bid, in which case the plan or trust shall be considered to be an Independent Unitholder).

"Market Price" per security of any securities on any date shall mean the average of the daily closing prices per security of such securities (determined as described below) on each of the 20 consecutive Trading Days through and including the Trading Day immediately preceding such date; provided, however, that if an event of a type analogous to any of the events described in Section 2.3 shall have caused the closing prices used to determine the Market Price on any Trading Day not to be fully comparable with the closing price on such date of determination (or, if the date of determination is not a Trading Day, on the immediately preceding Trading Day), each such closing price so used shall be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in order to make it fully comparable with the closing price on such date of determination (or, if the date of determination is not a Trading Day, on the immediately preceding Trading Day). The closing price per security of any securities on any date shall be:

(i) the closing board lot sale price or, in case no such sale takes place on such date, the average of the closing bid and asked prices for each such security as reported by the principal stock exchange or securities quotation system in Canada on which such securities are listed or admitted to trading (based on the volume of securities traded during the most recently completed financial year);

(ii) if for any reason none of the prices described in Clause (i) above are available for such date or the securities are not listed or admitted to trading on a stock exchange or securities quotation system in Canada, the last board lot sale price or, if such

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price is not available, the average of the closing bid and asked prices, for each such security on such date as reported by such other securities exchange or securities quotation system on which such securities are listed or admitted to trading (and if such securities are listed or admitted to trading on more than one other stock exchange or securities quotation system such prices shall be determined based on the stock exchange or securities quotation system on which such securities are then listed or admitted to trading on which the largest number of such securities were traded during the most recently completed financial year);

(iii) if for any reason none of the prices described in Clauses (i) and (ii) above are available for such date or the securities are not listed or admitted to trading on a stock exchange in Canada or any other securities exchange or securities quotation system, the last sale price, or if no sale takes place, the average of the high bid and low asked prices for each such security on such date in the over-the-counter market, as quoted by any reporting system then in use (as determined by the Board of Directors); or

(iv) if for such date none of such prices described in Clauses (i),(ii) and (iii) above are available or the securities are not listed or admitted to trading on a stock exchange in Canada or any other securities exchange and are not quoted by any reporting system, the average of the closing bid and asked prices for such date as furnished by a professional market maker making a market in the securities selected in good faith by the Board of Directors;

provided, however, that if on any such date none of such prices is available, the closing price per security of such securities on such date shall mean the fair value per security of such securities on such date as determined in good faith by a recognized investment banking firm selected by the Board of Directors. The Market Price shall be expressed in Canadian dollars and if initially determined in respect of any day forming part of the 20 consecutive Trading Day period in question in United States dollars, such amount shall be translated into Canadian dollars on such date at the Canadian Dollar Equivalent thereof.

"Offer Date" shall mean the date of a Take-Over Bid.

"Offer to Acquire" shall include:

(i) an offer to purchase, or a solicitation of an offer to sell, Voting Units and/or Convertible Securities; and

(ii) an acceptance of an offer to sell Voting Units and/or Convertible Securities, 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 a Person who has made a public announcement of a current intention to make or who is making a Take-Over Bid (including a Permitted Bid or a Competing

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Permitted Bid), but excluding any Person referred to in Clause (3) of the definition of Beneficial Owner in the circumstances described therein.

"Offeror's Securities" shall mean the aggregate of the Voting Units Beneficially Owned by an Offeror on the date of an Offer to Acquire.

"Permitted Bid" shall mean a Take-Over Bid that is made by means of a take-over bid circular pursuant to National Instrument 62-104 Take-Over Bids and Issuer Bids and that is made to all holders of Voting Units of record, other than the Offeror.

"Permitted Bid Acquisition" shall mean an acquisition by a Person of Voting Units and/or Convertible Securities pursuant to a Permitted Bid or a Competing Permitted Bid.

"Permitted Lock-Up Agreement" shall mean an agreement (the "Lock-Up Agreement") between a Person and one or more holders of Voting Units and/or Convertible Securities (each a "Locked-Up Person") (the terms of which are publicly disclosed and a copy of which is made available to the public (including the Trust) not later than the date the Lock-Up Bid (as defined below) is publicly announced or, if the Lock-Up Bid has been made prior to the date on which such Lock-Up Agreement is entered into, not later than the date of such Lock-Up Agreement (or, if such date is not a Business Day, on the Business Day next following such date)), pursuant to which such Locked-Up Person agrees to deposit or tender Voting Units and/or Convertible Securities held by such holder to a Take-Over Bid (the "Lock-Up Bid") made or to be made by such Person, any of such Person's Affiliates or Associates or any other Person with which, and in respect of which security, such Person is acting jointly or in concert; provided that:

(i) the Lock-Up Agreement permits such Locked-Up Person to terminate its obligation to deposit or tender to or not to withdraw Voting Units and/or Convertible Securities from the Lock-Up Bid in order to deposit or tender such securities to another Take-Over Bid or support another transaction where:

(A) the price or value per Voting Unit or Convertible Security offered under such other Take-Over Bid or transaction exceeds the price or value per Voting Unit or Convertible Security offered under the Lock-Up Bid;

(B) the price or value per Voting Unit or Convertible Security offered under such other Take-Over Bid or transaction exceeds by as much as or more than a specified amount (the "Specified Amount") the price or value per Voting Unit or Convertible Security offered under the Lock-Up Bid, provided that such Specified Amount is not greater than 7% of the price or value per Voting Unit or Convertible Security offered under the Lock-Up Bid; or

(C) the number of Voting Units and/or Convertible Securities to be purchased under such other Take-Over Bid or transaction exceeds by as much as or more than a specified number (the "Specified Number") the number of Voting Units and/or Convertible Securities that the Offeror has offered to purchase under the Lock-Up Bid at a price or value per Voting Unit or

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Convertible Security that is not less than the price or value per Voting Unit or Convertible Security offered under the Lock-Up Bid, provided that the Specified Number is not greater than 7% of the number of Voting Units and/or Convertible Securities offered under the Lock-Up Bid;

and for greater certainty, such Lock-Up Agreement may contain a right of first refusal or require a period of delay to give the Offeror under the Lock-Up Bid an opportunity to match the higher price, value or number in such other Take-Over Bid or transaction, or other similar limitation on a Locked-Up Person's right to withdraw Voting Units from the Lock-Up Agreement, so long as the limitation does not preclude the exercise by the Locked-Up Person of the right to withdraw Voting Units and/or Convertible Securities in sufficient time to deposit or tender to the other Take-Over Bid or support the other transaction; and

(ii) no "break-up" fees, "top-up" fees, penalties, expenses or other amounts that exceed in the aggregate the greater of:

(A) the cash equivalent of 2.5% of the price or value of the consideration payable under the Lock-Up Bid to a Locked-Up Person; and

(B) 50% of the amount by which the price or value of the consideration payable under another Take-Over Bid or other transaction to a Locked-Up Person exceeds the price or value of the consideration that such Locked-Up Person would have received under the Lock-Up Bid,

shall be payable by a Locked-Up Person pursuant to the Lock-Up Agreement in the event that the Locked-Up Bid is not successfully concluded or if any Locked-Up Person fails to deposit or tender Voting Units and/or Convertible Securities to the Lock-Up Bid or withdraws Voting Units and/or Convertible Securities previously deposited or tendered thereto in order to deposit or tender to another Take-Over Bid or support another transaction.

"Person" shall include any individual, firm, partnership, syndicate, association, trust, trustee, executor, administrator, legal personal representative, government, governmental body or authority, corporation or other incorporated or unincorporated organization.

"Privacy Laws" shall have the meaning attributed thereto in Section 5.25.

"Pro Rata Acquisition" shall mean an acquisition by a Person of Voting Units and/or Convertible Securities (i) as a result of a unit distribution, a unit distribution split or other event pursuant to which such Person receives or acquires Voting Units and/or Convertible Securities on the same pro rata basis as all other holders of Voting Units and/or Convertible Securities of the same class or series; or (ii) pursuant to the receipt or exercise of rights (other than the Rights) to subscribe for or purchase Voting Units and/or Convertible Securities issued by the Trust on the same pro rata basis to all of the holders of Voting Units and/or Convertible Securities of the same class or series, provided that such rights are acquired (a) directly from the Trust, or (b) pursuant to a stand-by commitment given by such Person to the Trust; and further provided, in either case, that such Person does not

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thereby become the Beneficial Owner of a greater percentage of Voting Units than the percentage of Voting Units Beneficially Owned by such Person immediately prior to such acquisition.

"Record Time" shall mean 5:00 p.m. (Toronto time) on the Effective Date.

"Redemption Price" shall have the meaning attributed thereto in Subsection 5.1(a).

"Regular Periodic Cash Distribution" shall have the meaning attributed thereto in Subsection 2.3(d).

"Rights" shall mean the herein described rights to purchase securities pursuant to the terms and subject to the conditions set forth herein.

"Rights Certificate" shall mean a certificate representing the Rights after the Separation Time which shall be substantially in the form attached hereto as Exhibit "A" or such other form as the Trust and the Rights Agent may agree.

"Rights Register" and "Rights Registrar" shall each have the meaning attributed thereto in Subsection 2.6(a).

"Securities Act of 1933" shall mean the Securities Act of 1933 of the United States, as amended, and the rules and regulations made thereunder, as now in effect or as the same may from time to time be amended, re-enacted or replaced.

"Securities Act" shall mean the Securities Act, R.S.O. 1990, c. S-5, as amended, and the rules and regulations made thereunder, as now in effect or as the same may from time to time be amended, re-enacted or replaced.

"Separation Time" shall mean the Close of Business on the tenth Trading Day after the earliest of:

(i) the Unit Acquisition Date;

(ii) the date of the commencement of, or first public announcement or disclosure of the current intention of any Person (other than the Trust or any Subsidiary of the Trust) to commence, a Take-Over Bid (other than a Permitted Bid or Competing Permitted Bid so long as such Take-Over Bid continues to satisfy the requirements of a Permitted Bid or a Competing Permitted Bid); and

(iii) the date upon which a Permitted Bid or Competing Permitted Bid ceases to be a Permitted Bid or a Competing Permitted Bid, as applicable;

or such later date as may be determined by the Board of Directors in good faith, provided, however, that if any Take-Over Bid referred to in Clause (ii) above expires or is terminated or otherwise withdrawn prior to the Separation Time, such Take-Over Bid shall be deemed, for the purposes of this definition, never to have been made.

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"Subsidiary" shall mean a Person that is controlled, directly or indirectly, by another Person and includes a Subsidiary of a Subsidiary.

"Take-Over Bid" shall mean an Offer to Acquire Voting Units and/or Convertible Securities where the Voting Units and/or Convertible Securities subject to the Offer to Acquire, together with the Offeror's Securities, constitute in the aggregate 20% or more of the outstanding Voting Units and/or Convertible Securities at the date of the Offer to Acquire.

"Termination Time" shall mean the time at which the right to exercise Rights shall terminate pursuant to Section 5.1.

"Trading Day", when used with respect to any securities, shall mean a day on which the principal stock exchange or securities quotation system in Canada on which such securities are listed or admitted to trading is open for the transaction of business or, if the securities are not listed or admitted to trading on any stock exchange or securities quotation system in Canada, a Business Day.

"Trust Indenture" shall mean the trust indenture establishing the Trust dated September 7, 2012, as amended, modified or supplemented from time to time.

"TSX" shall mean the Toronto Stock Exchange.

"Unit Acquisition Date" shall mean the first date of public announcement (which, for purposes of this definition, shall include a report filed pursuant to the Securities Act, Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids, Ontario Securities Commission Rule 62-504 Take-Over Bids and Issuer Bids, National Instrument 62-104 Take-Over Bids and Issuer Bids, the Exchange Act of 1934 or any other applicable securities laws) by the Trust or an Acquiring Person of facts indicating that a Person has become an Acquiring Person.

"Units" shall mean the units of the Trust, issued pursuant to the Trust Indenture, as such units may be subdivided, consolidated, reclassified or otherwise changed from time to time.

"U.S.-Canadian Exchange Rate" shall mean on any date:

(i) if on such date the Bank of Canada sets an average noon spot rate of exchange for the conversion of one United States dollar into Canadian dollars, such rate; and

(ii) in any other case, the rate on such date for the conversion of one United States dollar into Canadian dollars which is calculated in the manner which shall be determined by the Board of Directors from time to time acting in good faith.

"Voting Unit Reduction" shall mean an acquisition or a redemption by the Trust of Voting Units and/or Convertible Securities which, by reducing the number of outstanding Voting Units and/or Convertible Securities, increases the percentage of Voting Units Beneficially Owned by any Person.

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"Voting Units" shall mean collectively the Units and any other securities or voting interests issued by the Trust, the holders of which are entitled to vote generally in the election of directors.

1.2 Currency

All sums of money which are referred to in this Agreement are expressed in lawful money of Canada, unless otherwise specified.

1.3 Number and Gender

Wherever the context so requires, terms used herein importing the singular number only shall include the plural and vice versa and words importing any one gender shall include all others.

1.4 Descriptive Headings and References

Descriptive headings and the Table of Contents appear herein for convenience of reference only and shall not affect the meaning or construction of any of the provisions hereof. All references to Articles, Sections, Subsections, Clauses and Exhibits are to the articles, sections, subsections, clauses and exhibits forming part of this Agreement unless otherwise indicated. The words "hereto", "herein", "hereof", "hereunder", "this Agreement" and similar expressions refer to this Agreement including Exhibit "A", as the same may be amended, supplemented or restated from time to time.

1.5 Acting Jointly or in Concert

For purposes of this Agreement, a Person is acting jointly or in concert with every other Person who is a party to any agreement, commitment or understanding, whether formal or informal and whether or not in writing, with the first mentioned Person to acquire or Offer to Acquire Voting Units and/or Convertible Securities (other than (i) customary agreements with and between underwriters and/or members of banking groups and/or selling group members with respect to a distribution of securities pursuant to a prospectus or by way of private placement, (ii) pursuant to pledges of securities in the ordinary course of business, or (iii) Permitted Lock-Up Agreements).

1.6 Holder

As used in this Agreement, unless the context otherwise requires, the term "holder" of any Rights shall mean the registered holder of such Rights (or, prior to the Separation Time, of the associated Units).

1.7 Calculation of Voting Units Beneficially Owned

For the purposes of this Agreement, the percentage of Voting Units Beneficially Owned by a Person shall be and be deemed to be the product determined by the formula:

100 x A B

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where

A = the number of votes for the election of all directors generally attaching to the Voting Units Beneficially Owned by such Person; and

B = the aggregate number of votes for the election of all directors generally attaching to all outstanding Voting Units.

Where a Person is deemed to Beneficially Own unissued Voting Units, such Voting Units shall be deemed to be outstanding for the purposes of both A and B above, but no other unissued Voting Units shall, for the purposes of such calculation, be deemed to be outstanding.

ARTICLE 2 THE RIGHTS

2.1 Legend on Voting Unit Certificates

Voting Unit certificates issued after the Record Time and prior to the Close of Business on the earlier of the Separation Time and the Expiration Time shall evidence one Right for each Voting Unit represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them from and after the Effective Date the legend set forth below:

"Until the earlier of the Separation Time or the Expiration Time (as such terms are defined in the Unitholder Rights Plan Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Unitholder Rights Plan Agreement dated as of May 24, 2016, as amended, supplemented or restated from time to time (the "Rights Agreement") between Crius Energy Trust (the "Trust") and Computershare Trust Company of Canada, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the registered office of the Trust. In certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, may be redeemed, may expire, may become null and void or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Trust will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly after the receipt of a written request therefor."

Certificates representing Voting Units that are issued and outstanding at the Record Time shall also evidence one Right for each Voting Unit evidenced thereby, notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time. Following the Separation Time, Rights will be evidenced by Rights Certificates issued pursuant to Section 2.2 hereof.

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2.2 Initial Exercise Price; Exercise of Rights; Detachment of Rights

(a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Unit for the Exercise Price (which Exercise Price and number of Units are subject to adjustment as set forth below) as at the Business Day immediately preceding the day on which such Right is exercised. Notwithstanding any other provision of this Agreement, any Rights held by the Trust or any of its Subsidiaries shall be null and void.

(b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised, and (ii) for administrative purposes, each Right will be evidenced by the certificate for the associated Voting Unit registered in the name of the holder thereof (which certificate shall be deemed to represent a Rights Certificate) and will be transferable only together with, and will be transferred by a transfer of, such associated Voting Unit.

(c) From and after the Separation Time and prior to the Expiration Time, the Rights may be exercised and the registration and transfer of the Rights shall be separate from and independent of Voting Units. Promptly following the Separation Time, the Trust will prepare and the Rights Agent will mail to each holder of record of Voting Units as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Subsection 3.1(b) and, in respect of any Rights Beneficially Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights), at such holder's address as shown by the records of the Trust (the Trust hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):

(i) a Rights Certificate appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Trust may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation or judicial or administrative order made pursuant thereto or with any rule or regulation of any self-regulatory organization, stock exchange or securities quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and

(ii) a disclosure statement prepared by the Trust describing the Rights;

provided, however, that a nominee shall be sent the materials provided for in Clauses (i) and (ii) above only in respect of Voting Units held of record by it which are not Beneficially Owned by an Acquiring Person. In order for the Trust to determine whether any Person is holding Voting Units which are Beneficially Owned by another Person, the Trust may require such first-mentioned Person to

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furnish such information and documentation as the Trust deems necessary or appropriate to make such determination.

(d) Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent at its principal office in Toronto, Ontario or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time for that purpose by the Trust:

(i) the Rights Certificate evidencing such Rights with an election to exercise (an "Election to Exercise") substantially in the form attached to the Rights Certificate appropriately completed and duly executed by the holder or his executors or administrators or other personal representatives or his legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and

(ii) payment by certified cheque, banker's draft or money order payable to the order of the Trust, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Voting Units in a name other than that of the holder of the Rights being exercised.

(e) Upon receipt of a Rights Certificate, with a completed Election to Exercise appropriately completed and duly executed which does not indicate that such Right is null and void as provided by Subsection 3.1(b), accompanied by payment as set forth in Clause 2.2(d)(ii), the Rights Agent (unless otherwise instructed in writing by the Trust) will thereupon promptly:

(i) requisition from the transfer agent of the Unit certificates for the number of Units to be purchased (the Trust hereby irrevocably agreeing to authorize its transfer agent to comply with all such requisitions);

(ii) after receipt of such certificates referred to in Clause 2.2(e)(i), deliver such certificates to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder;

(iii) when appropriate, requisition from the Trust the amount of cash to be paid in lieu of issuing fractional Units;

(iv) after receipt, deliver such cash referred to in Clause 2.2(e)(iii) to or to the order of the registered holder of the Rights Certificate; and

(v) tender to the Trust all payments received on exercise of the Rights.

(f) In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder's Rights Certificate, a new Rights Certificate evidencing the Rights

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remaining unexercised will be issued by the Rights Agent to such holder or to such holder's duly authorized assigns.

(g) The Trust covenants and agrees that it will:

(i) take all such action as may be necessary and within its power to ensure that all securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable;

(ii) take all such action as may reasonably be considered to be necessary and within its power to comply with any applicable requirements of the Trust Indenture, the Securities Act, the Securities Act of 1933 and the Exchange Act of 1934 and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights, the Rights Certificates and the issuance of any Units upon exercise of Rights;

(iii) use reasonable efforts to cause all Units issued upon exercise of Rights to be listed upon issuance on the TSX and each other stock exchange and/or securities quotation system on which the Units are then listed or admitted to trading at that time;

(iv) cause to be reserved and kept available out of its authorized and unissued Units the number of Units that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; and

(v) pay when due and payable any and all Canadian and United States federal, provincial and state transfer taxes (for greater certainty not including any income taxes or capital gains of the holder or exercising holder or any liability of the Trust to withhold tax) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for Units, provided that the Trust shall not be required to pay any transfer tax or charge which may be payable in respect of the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Units in a name other than that of the holder of the Rights being transferred or exercised.

2.3 Adjustments to Exercise Price; Number of Rights

(a) The Exercise Price, the number and kind of securities subject to purchase upon exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 2.3.

(b) In the event the Trust shall at any time after the Record Time and prior to the Expiration Time:

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(i) declare or pay a distribution on the Units payable in Units or Convertible Securities in respect thereof other than pursuant to any optional distribution program, Distribution Reinvestment Plan or any pro rata distribution of Units pursuant to Section 5.8 of the Trust Indenture which are immediately consolidated pursuant to Section 3.7 of the Trust Indenture;

(ii) subdivide or change the outstanding Units into a greater number of Units;

(iii) consolidate or change the outstanding Units into a smaller number of Units; or

(iv) issue any Units or other securities of the Trust (or Convertible Securities) in respect of, in lieu of, or in exchange for existing Units;

the Exercise Price and the number of Rights outstanding, or, if the payment or effective date therefor shall occur after the Separation Time, the securities purchasable upon exercise of Rights, shall be adjusted in the manner set forth below.

If the Exercise Price and number of Rights outstanding are to be adjusted:

(A) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Units (or other securities) (the "Expansion Factor") that a holder of one Unit immediately prior to such distribution, subdivision, change, consolidation or issuance would hold immediately thereafter as a result thereof (assuming the exercise of all such purchase, exchange, conversion or acquisition rights, if any); and

(B) each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor and the adjusted number of Rights will be deemed to be distributed among the Units with respect to which the original Rights were associated (if they remain outstanding) and the Units issued or issuable in respect of such distribution, subdivision, change, consolidation or issuance, so that each such Unit (or other security of the Trust) will have exactly one Right associated with it.

For greater certainty, if the securities purchasable upon exercise of Rights are to be adjusted, the securities purchasable upon exercise of each Right after such adjustment will be the securities that a holder of the securities purchasable upon exercise of one Right immediately prior to such distribution, subdivision, change, consolidation or issuance would hold thereafter as a result thereof. To the extent that such rights of purchase, exchange, conversion or acquisition are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect based on the number of Units (or Convertible Securities) actually issued upon the exercise of such rights.

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If, after the Record Time and prior to the Expiration Time, the Trust shall issue any securities other than Units in a transaction of a type described in Clause 2.3(b)(i) or (iv), units of such securities shall be treated herein as nearly equivalent to Units as may be practicable and appropriate under the circumstances and the Trust and the Rights Agent shall amend or supplement this Agreement in order to effect such treatment.

If an event occurs which would require an adjustment under both this Section 2.3 and Section 3.1, the adjustment provided for in this Section 2.3 shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 3.1. Adjustments pursuant to Section 2.3 shall be made successively, whenever an event referred to in Section 2.3 occurs.

If the Trust shall at any time after the Record Time and prior to the Separation Time issue any Units otherwise than in a transaction referred to in this Subsection 2.3(b), each such Unit so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such associated Unit.

(c) If the Trust shall at any time after the Record Time and prior to the Separation Time fix a record date for the issuance to all holders of Units of rights, options or warrants entitling them (for a period expiring within 45 days after such record date) to subscribe for or purchase Units (or Convertible Securities pursuant to which the holder may acquire Units) at a price per Unit (or, if a Convertible Security, having a purchase, exchange, conversion or exercise price, including the price required to be paid to purchase such convertible or exchangeable security or right, per unit) less than 90% of the Market Price per Unit on such record date, the Exercise Price shall be adjusted in the manner set forth below. The Exercise Price in effect after such record date will equal the Exercise Price in effect immediately prior to such record date multiplied by a fraction, of which the numerator shall be the number of Units outstanding on such record date plus the number of Units that the aggregate offering price of the total number of Units so to be offered (and/or the aggregate initial conversion, exchange or exercise price of the convertible or exchangeable securities or rights so to be offered (including the price required to be paid to purchase such convertible or exchangeable securities or rights)) would purchase at such Market Price per Unit and of which the denominator shall be the number of Units outstanding on such record date plus the number of additional Units to be offered for subscription or purchase (or into which the convertible or exchangeable securities or rights so to be offered are initially convertible, exchangeable or exercisable). In case such subscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors. To the extent that such rights of purchase, exchange, conversion or acquisition are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect based on the number of Units (or securities convertible into or exchangeable for Units) actually issued upon the exercise of such rights.

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Such adjustment shall be made successively whenever such a record date is fixed. For purposes of this Agreement, the granting of the right to purchase Units (whether from treasury units or otherwise) pursuant to any Distribution Reinvestment Plan or interest reinvestment plan and/or any other Unit purchase plan providing for the reinvestment of distributions or interest payable on securities of the Trust and/or the investment of periodic optional payments and/or employee benefit or similar plans (so long as such right to purchase is in no case evidenced by the delivery of rights or warrants) shall not be deemed to constitute an issue of rights or warrants by the Trust; provided, however, that, in the case of any distribution or interest reinvestment plan, the right to purchase Units is at a price per unit of not less than 90% of the current market price per unit (determined as provided in such plans) of the Units.

(d) If the Trust shall at any time after the Record Time and prior to the Separation Time fix a record date for the making of a distribution to all holders of Units of evidences of indebtedness or assets (other than a Regular Periodic Cash Distribution (as defined below) or a distribution paid in Units) or rights, options or warrants (excluding those referred to in Subsection 2.3(c)), the Exercise Price shall be adjusted. The Exercise Price in effect after such record date will equal the Exercise Price in effect immediately prior to such record date less the fair market value (as determined in good faith by the Board of Directors) of the portion of the assets, evidences of indebtedness, rights or warrants so to be distributed applicable to the securities purchasable upon exercise of one Right. Such adjustment shall be made successively whenever such a record date is fixed.

For the purpose of this Subsection 2.3(d), "Regular Periodic Cash Distribution" shall mean cash distributions paid at regular intervals in any fiscal year of the Trust to the extent that such cash distributions do not exceed, in the aggregate, the greatest of:

(i) 200% of the aggregate amount of cash distributions declared payable by the Trust on its Units in its immediately preceding fiscal year;

(ii) 300% of the arithmetic mean of the aggregate amounts of cash distributions declared payable by the Trust on its Units in its three immediately preceding fiscal years; and

(iii) 100% of the aggregate consolidated net income of the Trust, before extraordinary items, for its immediately preceding fiscal year.

(e) Each adjustment made pursuant to this Section 2.3 shall be made as of:

(i) the payment or effective date for the applicable distributions, subdivision, change, consolidation or issuance, in the case of an adjustment made pursuant to Subsection 2.3(b) above; and

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(ii) the record date for the applicable distribution, in the case of an adjustment made pursuant to Subsection 2.3(c) or (d) or above subject to readjustment to reverse same if such distribution shall not be made.

(f) If the Trust shall at any time after the Record Time and prior to the Separation Time issue any securities (other than Units), or rights, options or warrants to subscribe for or purchase any such securities, or securities convertible into or exchangeable for any such securities in a transaction referred to in Clause 2.3(b)(i) or (iv), or if the Trust shall take any other action (other than the issue of Units) which might have a negative effect on the holder of Rights, if the Board of Directors acting in good faith determines that the adjustments contemplated by Subsections 2.3(b), (c) and (d) above in connection with such transaction will not appropriately protect the interests of the holders of Rights, the Board of Directors may determine what other adjustments to the Exercise Price, number of Rights and/or securities purchasable upon exercise of Rights would be appropriate and, notwithstanding Subsections 2.3(b), (c) and (d) above, but subject to the prior consent of the holders of Voting Units or Rights obtained as set forth in Subsection 5.5(b) or 5.5(c) as applicable, such adjustments, rather than the adjustments contemplated by Subsections 2.3(b), (c) and (d) above, shall be made. The Trust and the Rights Agent shall amend or supplement this Agreement as appropriate to provide for such adjustments.

(g) Notwithstanding anything herein to the contrary, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in such Exercise Price; provided, however, that any adjustments which by reason of this Subsection 2.3(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All adjustments made pursuant to this Section 2.3 shall be made to the nearest cent or to the nearest ten-thousandth of a Unit, as the case may be.

(h) If as a result of an adjustment made pursuant to Section 3.1, the holder of any Right thereafter exercised shall become entitled to receive any securities other than Units, thereafter the number of such other units so receivable upon exercise of any Right and the applicable Exercise Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Units contained in the provisions of this Section 2.3 and the provisions of this Agreement with respect to the Units shall apply on like terms to any such other securities.

(i) All Rights originally issued by the Trust subsequent to any adjustment made to an Exercise Price hereunder shall evidence the right to purchase, at the adjusted Exercise Price, the number of Units purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.

(j) Unless the Trust shall have exercised its election, as provided in Subsection 2.3(k), upon each adjustment of the Exercise Price as a result of the calculations made in Subsections 2.3(c) and (d), each Right outstanding immediately prior to the making

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of such adjustment shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of Units obtained by:

(i) multiplying (A) the number of Units covered by a Right immediately prior to such adjustment, by (B) the relevant Exercise Price in effect immediately prior to such adjustment of the relevant Exercise Price; and

(ii) dividing the product so obtained by the relevant Exercise Price in effect immediately after such adjustment of the relevant Exercise Price.

(k) The Trust may elect on or after the date of any adjustment of an Exercise Price to adjust the number of Rights, in lieu of any adjustment in the number of Units purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of Units for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become the number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the relevant Exercise Price in effect immediately prior to adjustment of relevant Exercise Price by the relevant Exercise Price in effect immediately after adjustment of the relevant Exercise Price. The Trust shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the relevant Exercise Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Subsection 2.3(k), the Trust shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date, Rights Certificates evidencing, subject to Section 5.6, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Trust, shall cause to be distributed to such holders of record in substitution and replacement for the Rights Certificates held by such holders prior to the date of adjustment, and upon surrender thereof if required by the Trust, new Rights Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Rights Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein and may bear, at the option of the Trust, the relevant adjusted Exercise Price and shall be registered in the names of holders of record of Rights Certificates on the record date specified in the public announcement.

(l) Irrespective of any adjustment or change in the securities purchasable upon exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the securities so purchasable which were expressed in the initial Rights Certificates issued hereunder.

(m) In any case in which this Section 2.3 shall require that an adjustment in the Exercise Price be made effective as of a record date for a specified event, the Trust may elect

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to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of the number of Units and other securities of the Trust, if any, issuable upon such exercise over and above the number of Units and other securities of the Trust, if any, issuable upon such exercise on the basis of the relevant Exercise Price in effect prior to such adjustment; provided, however, that the Trust shall deliver to such holder a due bill or other appropriate instrument evidencing such holder's right to receive such additional Units (fractional or otherwise) or other securities upon the occurrence of the event requiring such adjustment.

(n) Notwithstanding anything in this Section 2.3 to the contrary, the Trust shall be entitled to make such adjustments in the Exercise Price, in addition to those adjustments expressly required by this Section 2.3, as and to the extent that in its good faith judgment the Board of Directors shall determine to be advisable in order that any (i) subdivision or consolidation of the Units, (ii) issuance (wholly or in part for cash) of Units at less than the applicable Market Price, (iii) issuance (wholly for cash) of any Units or securities that by their terms are exchangeable for or convertible into or give a right to acquire Units, (iv) unit distributions, or (v) issuance of rights, options or warrants referred to in this Section 2.3, hereafter made by the Trust to holders of its Units, subject to applicable taxation laws, shall not be taxable to such unitholders.

(o) After the Separation Time, the Trust will not, except as permitted by the provisions hereof, take (or permit any Subsidiary of the Trust to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

(p) Whenever an adjustment to the Exercise Price or a change in the securities purchasable upon the exercise of Rights is made pursuant to this Section 2.3, the Trust shall promptly:

(i) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment;

(ii) file with the Rights Agent and with each transfer agent for the Units, a copy of such certificate; and

(iii) cause notice of the particulars of such adjustment or change to be given to the holders of the Rights.

Failure to file such certificate or to cause such notice to be given as aforesaid, or any defect therein, shall not affect the validity of any such adjustment or change.

2.4 Date on Which Exercise is Effective

Each Person in whose name any certificate for Units or other securities, if applicable, is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of

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record of the Units or other securities, if applicable, represented thereby, and such certificate shall be dated the date upon which the Rights Certificate evidencing such Rights was duly surrendered in accordance with Subsection 2.2(e) (together with a duly completed Election to Exercise) and payment of the Exercise Price for such Rights (and any applicable transfer taxes and other governmental charges payable by the exercising holder hereunder) was made; provided, however, that if the date of such surrender and payment is a date upon which the Unit transfer books of the Trust are closed, such Person shall be deemed to have become the record holder of such units on, and such certificate shall be dated, the next succeeding Business Day on which the Unit transfer books of the Trust are open.

2.5 Execution, Authentication, Delivery and Dating of Rights Certificates

(a) The Rights Certificates shall be executed on behalf of the Trust by any two directors or officers of the Trust. The signature of any of these directors or officers on the Rights Certificates may be manual, facsimile or a scanned copy. Rights Certificates bearing the manual, facsimile or scanned signatures of individuals holding the above offices of the Trust shall bind the Trust, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the countersignature and delivery of such Rights Certificates.

(b) Promptly after the Trust learns of the Separation Time, the Trust will notify the Rights Agent in writing of such Separation Time and will deliver Rights Certificates executed by the Trust, to the Rights Agent for countersignature and a disclosure statement describing the Rights, and the Rights Agent shall countersign manually and mail such Rights Certificates, and disclosure statement describing the Rights, to the holders of the Rights pursuant to Subsection 2.2(c). No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid.

(c) Each Rights Certificate shall be dated the date of countersignature thereof.

2.6 Registration, Registration of Transfer and Exchange

(a) From and after the Separation Time, the Trust will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Trust will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Trust and registering Rights and transfers of Rights as herein provided and the Rights Agent hereby accepts such appointment. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times.

(b) After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Subsection 2.6(d), the Trust will execute, and the Rights Agent will countersign, deliver and register, in the name of the holder thereof or the designated

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transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificates so surrendered.

(c) All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Trust, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange.

(d) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trust or the Rights Agent, as the case may be, duly executed, by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Trust may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith.

(e) The Trust shall not be required to register the transfer or exchange of any Rights after the Rights have been terminated pursuant to the provisions of this Agreement.

2.7 Mutilated, Destroyed, Lost and Stolen Rights Certificates

(a) If any mutilated Rights Certificate is surrendered to the Rights Agent prior to the Expiration Time, the Trust shall execute and the Rights Agent shall countersign and deliver in exchange therefor a new Rights Certificate evidencing the same number of Rights as did the Rights Certificate so surrendered.

(b) If there shall be delivered to the Trust and the Rights Agent prior to the Expiration Time (i) evidence to their satisfaction of the destruction, loss or theft of any Rights Certificate, and (ii) such surety bond and indemnity as may be required by them to save each of them and any of their agents harmless, then, in the absence of notice to the Trust or the Rights Agent that such Rights Certificate has been acquired by a bona fide purchaser, the Trust shall execute and upon its request the Rights Agent shall countersign and deliver, in lieu of any such destroyed, lost or stolen Rights Certificate, a new Rights Certificate evidencing the same number of Rights as did the Rights Certificate so destroyed, lost or stolen.

(c) As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Trust may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith.

(d) Every new Rights Certificate issued pursuant to this Section 2.7 in lieu of any destroyed, lost or stolen Rights Certificate shall evidence a contractual obligation of the Trust, whether or not the destroyed, lost or stolen Rights Certificate shall be

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at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Rights duly issued hereunder.

2.8 Persons Deemed Owners

Prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Unit certificate) for registration of transfer, the Trust, the Rights Agent and any agent of the Trust or the Rights Agent may deem and treat the Person in whose name such Rights Certificate (or, prior to the Separation Time, such Voting Unit certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby for all purposes whatsoever and the Trust and the Rights Agent shall not be affected by any notice or knowledge to the contrary except as required by statute or order of a court of competent jurisdiction.

2.9 Delivery and Cancellation of Certificates

All Rights Certificates surrendered upon exercise or for redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Rights Agent, be delivered to the Rights Agent and, in any case, shall be promptly cancelled by the Rights Agent. The Trust may at any time deliver to the Rights Agent for cancellation any Rights Certificates previously countersigned and delivered hereunder which the Trust may have acquired in any manner whatsoever, and all Rights Certificates so delivered shall be promptly cancelled by the Rights Agent. No Rights Certificate shall be countersigned in lieu of or in exchange for any Rights Certificates cancelled as provided in this Section 2.9, except as expressly permitted by this Agreement. The Rights Agent shall destroy all cancelled Rights Certificates and deliver a certificate of destruction to the Trust, on request.

2.10 Agreement of Rights Holders

Every holder of Rights, by accepting such Rights, consents and agrees with the Trust and the Rights Agent and with every other holder of Rights that:

(a) such holder shall be bound by and subject to the provisions of this Agreement in respect of all Rights held;

(b) prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Unit certificate representing such Right;

(c) after the Separation Time, the Rights will be transferable only on the Rights Register as provided herein;

(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Unit certificate) for registration of transfer, the Trust, the Rights Agent and any agent of the Trust or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Unit certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership

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or writing on such Rights Certificate or the associated Voting Unit certificate made by anyone other than the Trust or the Rights Agent) for all purposes whatsoever, and neither the Trust nor the Rights Agent shall be affected by any notice to the contrary;

(e) such holder of Rights is not entitled to receive any fractional Rights or fractional Units or other securities upon the exercise of Rights;

(f) without the approval of any holder of Rights or Voting Units and upon the sole authority of the Board of Directors acting in good faith, this Agreement may be amended or supplemented from time to time in accordance with the provisions of Section 5.5 and the third last paragraph of Subsection 2.3(b); and

(g) notwithstanding anything in this Agreement to the contrary, neither the Trust nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of applicable law, including any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.

ARTICLE 3 ADJUSTMENTS IN THE EVENT OF A FLIP-IN EVENT

3.1 Flip-in Event

(a) Subject to Subsection 3.1(b) and Sections 5.1 and 5.2, in the event that prior to the Expiration Time a Flip-in Event shall occur, each Right shall constitute, effective from and after the Close of Business on the tenth Trading Day following the Unit Acquisition Date, the right to purchase from the Trust, upon exercise thereof in accordance with the terms hereof, that number of Units having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Units).

(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Unit Acquisition Date, or which thereafter may be Beneficially Owned, by:

(i) an Acquiring Person (or an Affiliate or Associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person); or

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(ii) a transferee or other successor-in-title, directly or indirectly, from an Acquiring Person (or an Affiliate or Associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person) in a transfer of Rights, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person) that has the purpose or effect of avoiding the provisions of Clause 3.1(b)(i);

shall become null and void without any further action and any holder of such Rights (including transferees or other successors-in-title) shall thereafter have no right to exercise or transfer such Rights under any provision of this Agreement and shall have no other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not null and void under this Subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this Section 3.1 and such Rights shall become null and void.

(c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either Clause 3.1(b)(i) or Clause 3.1(b)(ii) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend:

"The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person, or an Affiliate or an Associate of an Acquiring Person, or a Person acting jointly or in concert with any of them (as such terms are defined in the Unitholder Rights Plan Agreement). This Rights Certificate and the Rights represented hereby shall become null and void in the circumstances specified in Subsection 3.1(b) of the Unitholder Rights Plan Agreement."

provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Trust or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend. The issuance of a Rights Certificate without the legend referred to in this Subsection 3.1(c) shall be of no effect on the provisions of Subsection 3.1(b).

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ARTICLE 4 THE RIGHTS AGENT

4.1 General

(a) The Trust hereby appoints the Rights Agent to act as agent for the Trust and the holders of Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Trust may from time to time appoint one or more co-rights agents (each a "Co-Rights Agent") as it may deem necessary or desirable, subject to the approval of the Rights Agent. In the event the Trust appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall be as the Trust may determine with the approval of the Rights Agent and the Co-Rights Agents. The Trust agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Trust also agrees to indemnify the Rights Agent and its directors, officers, employees and agents for, and to hold it harmless against, any loss, liability, cost, claim, action, suit, damage or expense, incurred without gross negligence, bad faith or wilful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement and the resignation or removal of the Rights Agent.

(b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Units, Rights Certificate, certificate for other securities of the Trust, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons.

(c) The Trust shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and, at any time upon request, shall provide to the Rights Agent an incumbency certificate certifying the then current officers of the Trust.

(d) Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Rights Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

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4.2 Merger or Consolidation or Change of Name of Rights Agent

(a) Any corporation into which the Rights Agent is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Rights Agent is a party shall become the successor rights agent under this Agreement, without the execution of any document or any further act, provided that such corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 4.4. In case at the time such successor Rights Agent succeeds to the agency created by this Agreement any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates will have the full force provided in the Rights Certificates and in this Agreement.

(b) In case at any time the name of the Rights Agent is changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates will have the full force provided in the Rights Certificates and in this Agreement.

4.3 Duties of Rights Agent

The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Trust and the holders of Rights Certificates, by their acceptance thereof, shall be bound:

(a) The Rights Agent may retain, at the Trust's expense, and consult with legal counsel (who may be legal counsel for the Trust), and the opinion of such counsel will be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion and the Rights Agent may also, with the approval of the Trust (such approval not to be unreasonably withheld), retain and consult with such other experts or advisors as the Rights Agent shall consider necessary or appropriate to properly carry out its duties and obligations imposed under this Agreement (at the Trust's expense) and the Rights Agent shall be entitled to act and rely in good faith on the advice of such experts or advisors.

(b) Whenever in the performance of its duties under this Agreement, the Rights Agent deems it necessary or desirable that any fact or matter be proved or established by

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the Trust prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by an individual believed by the Rights Agent to be the President, the Chief Financial Officer or the Secretary of the Trust and delivered to the Rights Agent; and such certificate will be full authorization to the Rights Agent for any action taken, omitted or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.

(c) The Rights Agent will be liable hereunder only for its own gross negligence, bad faith or wilful misconduct and that of its officers, directors and employees.

(d) The Rights Agent will not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the certificates for Units or the Rights Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and will be deemed to have been made by the Trust only.

(e) The Rights Agent will not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any Unit certificate or Rights Certificate (except its countersignature thereof); nor will it be responsible for any breach by the Trust of any covenant or condition contained in this Agreement or in any Rights Certificate; nor will it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to Subsection 3.1(b)) or any adjustment required under the provisions of Section 2.3 or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights after receipt of the certificate contemplated by Subsection 2.3(p) describing any such adjustment); nor will it by any act hereunder be deemed to make any representation or warranty as to the authorization of any Units to be issued pursuant to this Agreement or any Rights or as to whether any Units will, when issued, be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.

(f) The Trust will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement.

(g) The Rights Agent is hereby authorized and directed to accept written instructions with respect to the performance of its duties hereunder from any individual believed by the Rights Agent to be the President, the Chief Financial Officer or the Secretary of the Trust, and to apply to such individuals for advice or instructions in connection with its duties, and it shall not be liable for any action taken, omitted or suffered by it in good faith in accordance with instructions of any such individual.

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(h) The Rights Agent and any shareholder, director, officer or employee of the Rights Agent may buy, sell or deal in Units, Rights or other securities of the Trust or become financially interested in any transaction in which the Trust may be interested, or contract with or lend money to the Trust or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Trust or for any other legal entity.

(i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent will not be answerable or accountable for any act, omission, default, neglect or misconduct of any such attorneys or agents or for any loss to the Trust resulting from any such act, omission, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.

4.4 Change of Rights Agent

The Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' notice (or such lesser notice as is acceptable to the Trust) in writing mailed to the Trust and to the transfer agent of Voting Units by registered or certified mail. The Trust may remove the Rights Agent upon 30 days' notice in writing, given to the Rights Agent and to the transfer agent of the Units by registered or certified mail, and to the holders of the Rights in accordance with Section 5.10. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Trust will appoint a successor to the Rights Agent. If the Trust fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent (at the Trust's expense) or by the holder of any Rights (which holder shall, with such notice if given after the Separation Time, submit such holder's Rights Certificate for inspection by the Trust), then the holder of any Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Trust or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of Ontario. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent, upon receipt of any and all outstanding amounts owing to it pursuant to this Agreement, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Trust will file notice thereof in writing with the predecessor Rights Agent and the transfer agent of the Units, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor rights agent, as the case may be.

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4.5 Compliance with Anti-Money Laundering Legislation

The Rights Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Rights Agent reasonably determines that such an act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Rights Agent reasonably determine at any time that its acting under this Agreement has resulted in it being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days' prior written notice to the Trust, provided: (i) that the Rights Agent's written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Rights Agent's satisfaction within such 10 day period, then such resignation shall not be effective.

ARTICLE 5 MISCELLANEOUS

5.1 Redemption of Rights

(a) With the prior consent of the holders of Voting Units or Rights obtained in accordance with Subsection 5.5(b) or (c), as applicable, the Board of Directors may, at any time prior to the occurrence of a Flip-in Event as to which the application of Section 3.1 has not been waived pursuant to Section 5.2, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.00001 per Right, appropriately adjusted in a manner analogous to the applicable adjustment to the Exercise Price provided for in Section 2.3 if an event analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the "Redemption Price").

(b) If a Person acquires, pursuant to a Permitted Bid, a Competing Permitted Bid or an Exempt Acquisition occurring under Subsection 5.2(a) or (b), outstanding Voting Units and/or Convertible Securities, the Board of Directors shall, notwithstanding the provisions of Subsection 5.1(a), immediately upon such acquisition and without further formality be deemed to have elected to redeem the Rights at the Redemption Price.

(c) Where a Take-Over Bid that is not a Permitted Bid or Competing Permitted Bid expires, is terminated or is otherwise withdrawn after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all of the outstanding Rights at the Redemption Price.

(d) If the Board of Directors elects or is deemed to have elected to redeem the Rights and, in circumstances where Subsection 5.1(a) is applicable, the requisite consent is given by the holders of Voting Units or Rights, as applicable, (i) the right to exercise the Rights will thereupon, without further action and without notice, terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price, and (ii) subject to Subsection 5.1(f), no further Rights shall thereafter be issued.

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(e) Within 10 Business Days of the Board of Directors electing or having been deemed to have elected to redeem the Rights or, in circumstances where Subsection 5.1(a) is applicable, within 10 Business Days after the requisite consent is given by the holders of Voting Units or Rights, as applicable, the Trust shall give notice of redemption to the holders of the then outstanding Rights by mailing such notice to each such holder at his last address as it appears upon the Rights Register or, prior to the Separation Time, on the register of Voting Units maintained by the Trust's transfer agent or transfer agents. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall be made.

(f) Upon the Rights being redeemed pursuant to Subsection 5.1(c), all the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Voting Units as of the Separation Time had not been mailed to each such holder and, for all purposes of this Agreement, the Separation Time shall be deemed not to have occurred and Rights shall remain attached to the outstanding Voting Units, subject to and in accordance with the provisions of this Agreement.

(g) The Trust shall not be obligated to make a payment of the Redemption Price to any holder of Rights unless such holder is entitled to receive at least $1.00 in respect of all Rights held by such holder.

5.2 Waiver of Flip-In Events

(a) With the prior consent of the holders of Voting Units obtained in accordance with Subsection 5.5(b), the Board of Directors may, at any time prior to the occurrence of a Flip-in Event that would occur by reason of an acquisition of Voting Units otherwise than in the circumstances described in Subsection 5.2(b) or (c), waive the application of Section 3.1 to such Flip-in Event by written notice delivered to the Rights Agent.

(b) The Board of Directors may, at any time prior to the occurrence of a Flip-in Event that would occur as a result of a Take-Over Bid made by means of a take-over bid circular sent to all holders of record of Voting Units (which, for greater certainty, shall not include the circumstances described in Subsection 5.2(c)), waive the application of Section 3.1 to such Flip-in Event by written notice delivered to the Rights Agent, provided, however, that if the Board of Directors waives the application of Section 3.1 to such a Flip-in Event, the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-Over Bid which is made by means of a take-over bid circular sent to all holders of record of Voting Units prior to the expiry, termination or withdrawal of any Take-Over Bid in respect of which a waiver is, or is deemed to have been, granted under this Subsection 5.2(b).

(c) The Board of Directors may waive the application of Section 3.1 to a Flip-in Event provided that the following conditions are satisfied:

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(i) the Board of Directors has determined that the Acquiring Person became an Acquiring Person by inadvertence and without any intention to become, or knowledge that it would become, an Acquiring Person; and

(ii) such Acquiring Person has reduced its Beneficial Ownership of Voting Units such that, at the time of the waiver pursuant to this Subsection 5.2(c), it is no longer an Acquiring Person.

5.3 Expiration

No Person shall have any rights pursuant to this Agreement or in respect of any Right after the Expiration Time, except the Rights Agent as specified in Subsection 4.1(a).

5.4 Issuance of New Rights Certificates

Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Trust may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board of Directors to reflect any adjustment or change in the number or kind or class of units purchasable upon exercise of Rights made in accordance with the provisions of this Agreement.

5.5 Supplements and Amendments

(a) The Trust may from time to time prior to or after the Separation Time amend, supplement or restate this Agreement without the approval of any holders of Rights or Voting Units in order to correct any clerical or typographical error or, subject to Subsection 5.5(d), to maintain the validity and effectiveness of this Agreement as a result of any change in applicable laws, rules or regulatory requirements. The Trust may, prior to the date of the unitholders' meeting referred to in Subsection 5.19(b), amend, supplement or restate this Agreement without the approval of any holders of Voting Units or Rights in order to make any changes which the Board of Directors acting in good faith may deem necessary or desirable. Notwithstanding anything in this Section 5.5 to the contrary, no such amendment, supplement or restatement shall be made to the provisions of Article 4 except with the written concurrence of the Rights Agent to such amendment, supplement or restatement.

(b) Subject to Subsection 5.5(a), the Trust may, with the prior consent of the holders of Voting Units obtained as set forth below, at any time prior to the Separation Time, amend, supplement, restate or rescind any of the provisions of this Agreement and the Rights (whether or not such action would materially adversely affect the interests of the holders of Rights generally). Such consent shall be deemed to have been given if the action requiring such approval is authorized by the affirmative vote of a majority of the votes cast by Independent Unitholders present or represented at and entitled to vote at a meeting of the holders of Voting Units duly called and held in compliance with applicable laws and the Trust Indenture of the Trust.

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(c) Subject to Subsection 5.5(a), the Trust may, with the prior consent of the holders of Rights obtained as set forth below, at any time after the Separation Time, amend, supplement, restate or rescind any of the provisions of this Agreement and the Rights (whether or not such action would materially adversely affect the interests of the holders of Rights generally). Such consent shall be deemed to have been given if the action requiring such approval is authorized by the affirmative vote of a majority of the votes cast by the holders of Rights (other than any holder of Rights whose Rights have become null and void pursuant to the provisions hereof) present or represented at and entitled to vote at a meeting of the holders of Rights. For the purposes hereof, the procedures for the calling, holding and conduct of a meeting of the holders of Rights shall be those, as nearly as may be, which are provided in the Trust's Trust Indenture with respect to meetings of its unitholders and each Right shall be entitled to one vote at any such meeting.

(d) Any amendments, supplements or restatements made by the Trust to this Agreement pursuant to Subsection 5.5(a) which are required to maintain the validity and effectiveness of this Agreement as a result of any change in any applicable laws, rules or regulatory requirements shall:

(i) if made before the Separation Time, be submitted to the holders of Voting Units at the next meeting of holders of Voting Units and the holders of Voting Units may, by the majority referred to in Subsection 5.5(b), confirm or reject such amendment, supplement or restatement; and

(ii) if made after the Separation Time, be submitted to the holders of Rights at a meeting to be called and held in accordance with the provisions of Subsection 5.5(c) and the holders of Rights may, by a majority referred to in Subsection 5.5(c), confirm or reject such amendment, supplement or restatement.

Any such amendment, supplement or restatement shall, unless the Board of Directors otherwise stipulates, be effective from the date of the resolution of the Board of Directors adopting such amendment, supplement or restatement, until it is confirmed or rejected or until it ceases to be effective (as described in the next sentence) and, where such amendment, supplement or restatement is confirmed, it shall continue in effect in the form so confirmed. If such amendment, supplement or restatement is rejected by the holders of Voting Units or the holders of Rights or is not submitted to the holders of Voting Units or holders of Rights as required, then such amendment, supplement or restatement shall cease to be effective from and after the termination of the meeting at which it was rejected or to which it should have been but was not submitted or if such a meeting of the holders of Rights is not called within 90 days after the date of the resolution of the Board of Directors adopting such amendment, supplement or restatement, at the end of such period, and no subsequent resolution of the Board of Directors to amend, supplement or restate this Agreement to substantially the same effect shall be effective until confirmed by the holders of Voting Units or holders of Rights as the case may be.

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(e) The Trust shall give notice in writing to the Rights Agent of any amendment, supplement or restatement to this Agreement pursuant to Section 5.5 within five Business Days of the date of any such amendment, supplement or restatement, provided that failure to give such notice, or any defect therein, shall not affect the validity of any such amendment, supplement or restatement.

5.6 Fractional Rights and Fractional Units

(a) The Trust shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. Subject to Section 5.3, after the Separation Time there shall be paid to the registered holders of the Rights Certificates with regard to which fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Market Price at the Separation Time of a whole Right in lieu of such fractional Rights. The Rights Agent shall have no obligation to make any payments in lieu of fractional Rights unless the Trust shall have provided the Rights Agent with the necessary funds to pay in full all amounts payable.

(b) The Trust shall not be required to issue fractional Units upon exercise of the Rights or to distribute certificates which evidence fractional Units. In lieu of issuing fractional Units, the Trust shall pay to the registered holder of Rights Certificates at the time such Rights are exercised as herein provided, an amount in cash equal to the same fraction of the Market Price at the date of such exercise of one Unit. The Rights Agent shall have no obligation to make any payments in lieu of fractional Voting Units unless the Trust shall have provided the Rights Agent with the necessary funds to pay in full all amounts payable in accordance with Subsection 2.2(e).

5.7 Rights of Action

Subject to the terms of this Agreement, rights of action in respect of this Agreement, other than rights of action vested solely in the Rights Agent, are vested in the respective holders of the Rights; and any holder of any Rights, without the consent of the Rights Agent or of the holder of any other Rights, may, on such holder's own behalf and for such holder's own benefit and the benefit of other holders of Rights, enforce, and may institute and maintain any suit, action or proceeding against the Trust to enforce, or otherwise act in respect of, such holder's right to exercise such holder's Rights, or Rights to which such holder is entitled, in the manner provided in such holder's Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened violations of, the obligations of any Person subject to this Agreement.

5.8 Holder of Rights Not Deemed a Unitholder

No holder, as such, of any Rights shall be entitled to vote, receive distributions or be deemed for any purpose the holder of Units or any other securities which may at any time be

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issuable on the exercise of such Rights, nor shall anything contained herein or in any Rights Certificate be construed to confer upon the holder of any Rights, as such, any of the rights of a unitholder of the Trust or any right to vote for the election of directors or upon any matter submitted to unitholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting unitholders (except as provided in Section 5.9), or to receive distributions or subscription rights or otherwise, until such Rights, or Rights to which such holder is entitled, shall have been exercised in accordance with the provisions hereof.

5.9 Notice of Proposed Actions

If after the Separation Time and prior to the Expiration Time:

(i) there shall occur an adjustment in the rights attaching to the Rights pursuant to Section 3.1 as a result of the occurrence of a Flip-in Event; or

(ii) the Trust proposes to effect the liquidation, dissolution or winding up of the Trust or the sale of all or substantially all of the Trust's assets;

then, in each such case, the Trust shall give to each holder of a Right, in accordance with Section 5.10, a notice of such event or proposed action, which shall specify the date on which such adjustment to the Rights occurred or liquidation, dissolution or winding up is to take place, and such notice shall be so given within 10 Business Days after the occurrence of an adjustment to the Rights and not less than 20 Business Days prior to the date of taking such proposed action by the Trust.

5.10 Notices

Notices or demands authorized or required by this Agreement to be given or made by the Rights Agent or by the holder of any Rights to or on the Trust shall be sufficiently given or made if delivered or sent by mail, postage prepaid or by fax (with, in the case of fax, an original copy of the notice or demand sent by first class mail, postage prepaid, to the Trust following the giving of the notice or demand by fax) or addressed (until another address is filed in writing with the Rights Agent) as follows:

Crius Energy Trust One First Canadian Place P.O. Box 130 Toronto, Ontario M5X 1A4

Attention: General Counsel Fax No.: (203) 663-8397

Notices or demands to be given or made in connection with this Agreement by the Trust or by the holder of any Rights to or on the Rights Agent shall be sufficiently given or made if delivered or sent by mail, postage prepaid, or by fax (with, in the case of fax, an original copy of the notice or demand sent by first class mail, postage prepaid, to the Rights Agent following the

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giving of the notice or demand by fax), addressed (until another address is filed in writing with the Trust) as follows:

Computershare Trust Company of Canada Suite 600, 530 – 8th Avenue S.W. Calgary, Alberta T2P 3S8

Attention: Manager, Stock Transfer Fax No.: (403) 267-6529

Notices or demands to be given or made in connection with this Agreement by the Trust or the Rights Agent to or on the holder of any Rights shall be sufficiently given or made if delivered or sent by first class mail, postage prepaid, or by fax (with, in the case of fax, an original copy of the notice or demand sent by first class mail, postage prepaid, to such holder following the giving of the notice or demand by fax), addressed to such holder at the address of such holder as it appears upon the register of the Rights Agent or, prior to the Separation Time, on the register of the Trust for the Units.

Any notice given or made in accordance with this Section 5.10 shall be deemed to have been given and to have been received on the day of delivery, if so delivered, on the third Business Day (excluding each day during which there exists any general interruption of postal service due to strike, lockout or other cause) following the mailing thereof, if so mailed, and on the day of faxing (provided such sending is during the normal business hours of the addressee on a Business Day and if not, on the first Business Day thereafter). Each of the Trust and the Rights Agent may from time to time change its address for notice by notice to the other given in the manner aforesaid.

If mail service is or is threatened to be interrupted at a time when the Trust or the Rights Agent wishes to give a notice or demand hereunder to or on the holders of the Rights, the Trust or the Rights Agent may, notwithstanding the foregoing provisions of this Section 5.10, give such notice by means, of publication once in each of two successive weeks in the business section of a daily national publication in Canada and, so long as the Trust has a transfer agent in the United States, in a daily national publication in the United States designated by the Trust, or in such other publication or publications as may be designated by the Trust and notice so published shall be deemed to have been given on the date on which the first publication of such notice in any such publication has taken place.

5.11 Costs of Enforcement

The Trust agrees that, if the Trust fails to fulfil any of its obligations pursuant to this Agreement, then the Trust will reimburse the holder of any Rights for the costs and expenses (including legal fees) reasonably incurred by such holder in actions to enforce his rights pursuant to any Rights or this Agreement.

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5.12 Successors

All the covenants and provisions of this Agreement by or for the benefit of the Trust or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

5.13 Benefits of this Agreement

Nothing in this Agreement shall be construed to give to any Person other than the Trust, the Rights Agent and the holders of the Rights any legal or equitable right, remedy or claim under this Agreement; this Agreement shall be for the sole and exclusive benefit of the Trust, the Rights Agent and the holders of the Rights.

5.14 Governing Law

This Agreement and each Right issued hereunder shall be deemed to be a contract made under the laws of the Province of Ontario and for all purposes shall be governed by and construed in accordance with the laws of such province applicable to contracts to be made and performed entirely within such province.

5.15 Language

Les parties aux présentes ont exigé que la présente convention ainsi que tous les documents et avis qui s'y rattachent et/ou qui en découleront soient rédigés en langue anglaise. The parties hereto have required that this Agreement and all documents and notices related thereto and/or resulting therefrom be drawn up in the English language.

5.16 Counterparts

This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

5.17 Severability

If any term or provision hereof or the application thereof to any circumstance shall, in any jurisdiction and to any extent, be invalid or unenforceable, such term or provision shall be ineffective as to such jurisdiction to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms and provisions hereof or the application of such term or provision to circumstances other than those as to which it is held invalid or unenforceable.

5.18 Determinations and Actions by the Board of Directors

All actions, calculations, interpretations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith pursuant to this Agreement, shall not subject the Board of Directors to any liability to the holders of the Rights.

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5.19 Effective Date and Expiration Time

(a) Subject to Subsection 5.19(b), this Agreement:

(i) shall be effective and in full force and effect in accordance with its terms from and after the Effective Date and shall constitute the entire agreement between the parties pertaining to the subject matter hereof as of the Effective Date; and

(ii) shall expire and be of no further force or effect from and after the Close of Business on the date (the "Expiration Time") that is the earlier of (x) the Termination Time, and (y) the date upon which the annual meeting of the holders of Voting Units terminates in 2019, unless this Agreement is reconfirmed by a resolution passed by a majority of the votes cast by Independent Unitholders who vote in respect of such reconfirmation, in which case the Expiration Time shall be the date upon which the annual meeting of the holders of Voting Units terminates in 2022.

(b) Notwithstanding Subsection 5.19(a), if the Agreement is not approved by a resolution passed by a majority of the votes cast by Independent Unitholders who vote in respect of approval of this Agreement at the annual and special meeting of the holders of Voting Units scheduled to be held in 2016, or at any adjournments or postponements thereof, then this Agreement and all outstanding Rights shall terminate and be null and void and of no further force and effect from and after the earlier of the date of such meeting or any adjournment or postponement thereof.

5.20 Regulatory Approval

Any obligation of the Trust or action or event contemplated by this Agreement, or any amendment, supplement or restatement of this Agreement, shall be subject to applicable law and to the receipt of any requisite approval or consent from any governmental or regulatory authority having jurisdiction including, while any securities of the Trust are listed and admitted to trading thereon, the TSX. Without limiting the generality of the foregoing, any issuance or delivery of Units upon the exercise of Rights and any amendment to this Agreement shall be subject to any required prior consent of the stock exchange(s) on which the Trust is from time to time listed.

5.21 Force Majeure

No party shall be liable to the other, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

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5.22 Time of the Essence

Time shall be of the essence of this Agreement.

5.23 Declaration as to Non-Canadian Holders

If in the opinion of the Board of Directors (who may rely on the advice of counsel) any action or event contemplated by this Agreement would require compliance with the securities laws or comparable legislation of a jurisdiction outside of Canada or the United States, the Board of Directors acting in good faith may take such actions as it may deem appropriate to ensure such compliance. In no event shall the Trust or the Rights Agent be required to issue or deliver Rights or securities issuable on the exercise of Rights to Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States in which such issue or delivery would be unlawful without registration or the relevant Persons or securities for such purposes, or (until such notice is given as required by law) without advance notice to any regulatory or self-regulatory body.

5.24 Fiduciary Duties of the Directors

Nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Units and/or Convertible Securities reject or accept any Take-Over Bid or take any other action including the commencement, prosecution, defence or settlement of any litigation and the solicitation of additional or alternative Take-Over Bids or other proposals to unitholders that the directors believe are necessary or appropriate in the exercise of their fiduciary duties.

5.25 Privacy Legislation

The parties acknowledge that federal and/or provincial legislation that addresses the protection of individual's personal information (collectively, "Privacy Laws") applies to obligations and activities under this Agreement. Despite any other provision of this Agreement, neither party will take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws. The Trust will, prior to transferring or causing to be transferred personal information to the Rights Agent, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or will have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Rights Agent will use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws.

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Signature Page to Unitholder Rights Plan Agreement

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

CRIUS ENERGY TRUST by its administrator, CRIUS ENERGY ADMINISTRATOR INC.

By: Name: Title: COMPUTERSHARE TRUST COMPANY

OF CANADA By: Name: Title: By: Name: Title:

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EXHIBIT "A"

(Form of Rights Certificate)

Certificate No. Rights

THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE TRUST, ON THE TERMS SET FORTH IN THE UNITHOLDER RIGHTS PLAN AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SUBSECTION 3.1(b) OF THE UNITHOLDER RIGHTS PLAN AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ITS AFFILIATES OR ASSOCIATES OR ANY PERSON ACTING JOINTLY OR IN CONCERT WITH ANY OF THEM (AS SUCH TERMS ARE DEFINED IN THE UNITHOLDER RIGHTS PLAN AGREEMENT) OR TRANSFEREES OF ANY OF THE FOREGOING WILL BECOME NULL AND VOID WITHOUT FURTHER ACTION.

Rights Certificate

This certifies that _____________, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Unitholder Rights Plan Agreement dated as of ■, 2016, as amended, supplemented or restated from time to time (the "Rights Agreement") between Crius Energy Trust, an open-ended limited purpose trust established under the laws of the Province of Ontario (the "Trust"), and Computershare Trust Company of Canada, a trust company existing under the laws of Canada, as Rights Agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Trust at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid unit of the Trust (a "Unit") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in Toronto, Ontario or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the Trust. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $______ (Canadian) per Right.

In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Unit, all as provided in the Rights Agreement.

This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Trust and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Trust and are available upon written request.

This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights

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equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.

Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Trust at a redemption price of $0.00001 (Canadian) per Right, subject to adjustment in certain events.

No fractional Units will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement.

No holder of this Rights Certificate, as such, shall be entitled to vote or receive distributions or be deemed for any purpose the holder of Units or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a unitholder of the Trust or any right to vote for the election of directors or upon any matter submitted to unitholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting or other actions affecting unitholders (except as provided in the Rights Agreement), or to receive distributions or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement.

This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

IN WITNESS WHEREOF, the parties hereto have caused this Certificate to be duly executed as of

CRIUS ENERGY TRUST by its administrator, CRIUS ENERGY ADMINISTRATOR INC. By: Name:

Title:

Per: Name:

Title:

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COMPUTERSHARE TRUST COMPANY OF CANADA By: Name:

Title:

Per: Name:

Title:

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(To be attached to each Rights Certificate)

FORM OF ELECTION TO EXERCISE

The undersigned hereby irrevocably elects to exercise ______________________ whole Rights represented by the attached Rights Certificate to purchase the Units issuable upon the exercise of such Rights and requests that certificates for such units be issued in the name of:

Name Address

Social Insurance, Social Security or Other Taxpayer Identification Number _________________

DATED: Signature

(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever)

Signature Guaranteed

Signature must be guaranteed by a Schedule 1 Canadian chartered bank, or by a medallion guarantee by a member firm of a recognized Medallion STAMP, MSP or SEMP Program.

(To be completed if true)

The undersigned hereby represents, for the benefit of all holders of Rights and Units, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Signature

NOTICE

In the event the certification set forth above is not completed, the Trust will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person (as defined in the Rights Agreement) and, accordingly, such Rights shall be null and void and not transferable or exercisable.

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(To be executed by the registered holder if such holder desires to transfer the Rights evidenced by this Rights Certificate.)

FORM OF ASSIGNMENT

FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _________________________________________________________________________

_____________________________________________________________________________ (please print name and address of transferee)

the Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________ attorney, to transfer the within Rights on the books of the within-named Trust, with full power of substitution.

DATED: Signature

(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever)

Signature Guaranteed

Signature must be guaranteed by a Schedule 1 Canadian chartered bank, or by a medallion guarantee by a member firm of a recognized Medallion STAMP, MSP or SEMP Program

(To be completed if true)

The undersigned hereby represents, for the benefit of all holders of Rights and Units, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (as defined in the Rights Agreement).

Signature

NOTICE

In the event the certification set forth above is not completed, the Trust will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person (as defined in the Rights Agreement) and, accordingly, such Rights shall be null and void and not transferable or exercisable.

Documents

Management Information Circular 2016 - s21.q4cdn.coms21.q4cdn.com/.../events/Management-Information-Circular-2016.pdf · its affiliates of all of the issued and outstanding membership