INITIAL PUBLIC OFFERING OF COMMON SHARES

Term Sheet

December 10, 2013

A final prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory
authorities in each of the provinces of Canada, excluding Quebec. A copy of the final prospectus, and any amendment, is required to be delivered with
this document.
This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final prospectus and any
amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision. The following is
a summary of the principal features of the offering and should be read together with the more detailed information, financial data and statements
contained elsewhere in the final prospectus.
This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any such
offer to sell or solicitation of an offer to buy the securities described herein will be made only pursuant to subscription documentation between Cardinal
and prospective purchasers. Any such offering will be made in the United States in reliance upon an exemption from registration under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), for a sale of securities only to buyers which meet the definition of a Qualified Institutional
Buyer or QIB as defined in and in reliance on Rule 144A under the U.S. Securities Act, and the sale of the securities will be conditioned on the receipt
of representations, warranties and agreements of prospective purchasers to establish that exemption. Any securities described in this document have
not been, and will not be, registered under the US Securities Act and may not be offered or sold in the United States except in transactions exempt from,
or not subject to, registration under the US Securities Act and applicable US state securities laws. Accordingly the securities may not be resold, pledged,
hypothecated or otherwise disposed of or transferred except in accordance with the registration requirements of the U.S. Securities Act and any
applicable state securities laws or pursuant to an applicable exemption from such registration requirements of the U.S. Securities Act and any applicable
state securities laws.

Issuer:

Cardinal Energy Ltd. (the Company).

Offering:

Initial public offering of 21,428,571 common shares (Common Shares) from treasury
(the Offering).

Amount:

C$225 million ($247.5 million if the Over-Allotment Option is exercised in full).

Offering Price:

C$10.50 per Common Share (the Offering Price).

Over-Allotment
Option:

The Company has granted the underwriters an option, exercisable at the Offering Price
for a period of 30 days following the closing of the Offering ("Closing"), to purchase up to
an additional 2,142,857 Common Shares to cover over-allotments, if any (the "OverAllotment Option").

Use of Proceeds:

After deducting the underwriters' commission and the estimated expenses of the Offering,
the Company expects to receive net proceeds of approximately $210.9 million ($232.2
million if the Over-Allotment Option is exercised in full).
The Company intends on using the net proceeds of the Offering to fund the balance of the
purchase price of $199.5 million (less adjustments) for certain assets located in Southeast
Alberta, and to repay outstanding indebtedness under the Company's current credit
facility. This reduction in bank indebtedness, of which $23 million of net debt is expected
to remain outstanding as at December 31, 2013 ($1.7 million if the Over-Allotment is
exercised in full), together with the funds expected to be available under the New Credit
Facility, will provide the Company with the financial flexibility to execute its business
strategy and its 2014 operating budget.

Common Shares
Outstanding after
the Offering:

Immediately after Closing, 32,732,675 Common Shares will be issued and outstanding
(34,875,532 Common Shares if the Over-Allotment Option is exercised).

Dividend Policy:

The Company anticipates paying monthly cash dividends on its Common Shares equal to
approximately $0.05417 per Common Share, representing an annualized dividend of
approximately $0.65 per Common Share. The amount and timing of the payment of any
dividends is not guaranteed and is subject to, among other factors, the discretion of the
Companys board of directors. It is anticipated that the first monthly dividend will be
declared to shareholders of record on January 31, 2014 and payable on or about
February 17, 2014.

INITIAL PUBLIC OFFERING OF COMMON SHARES

Lock-Up
Agreements:

The Company will be subject to a 180-day lock-up. In addition, each director and officer
will enter into a lock-up that will expire on December 31, 2014, which will be subject to
certain exceptions including for Common Shares acquired pursuant to the Offering and
Common Shares acquired after the Offering (including on conversion, exercise or
exchange of currently outstanding securities convertible into or exercisable or
exchangeable for Common Shares).

Offering Basis:

Public offering under a long-form prospectus filed in all provinces of Canada, excluding
Qubec, and on a private placement basis in the U.S. to qualified institutional buyers
pursuant to Rule 144A under the United States Securities Act of 1933, as amended, and
internationally as permitted pursuant to private placement exemptions under local
securities laws.

Eligibility:

Eligible for RRSPs, RRIFs, RESPs, TFSAs, RDSPs and DPSPs.

Joint
Bookrunners

RBC Capital Markets and CIBC

Underwriting
Fee:

5.50%

Pricing:

December 10, 2013.

Closing:

On or about December 17, 2013.