Abound Energy - Proxy Solicitation & Information Statement 2024

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INFORMATION CIRCULAR

SOLICITATION OF PROXIES BY MANAGEMENT

�� connection �� use at �� annual �� and special �� Company �� to be �� -��-��-a��; �� 262 070 772 430; Passcode: ��, on Friday, November 22, 2024, at 10:00 a.m. (Vancouver �� and at any �� purposes set out in �� Notice �� Although it is �� that the solicitation �� will be primarily by mail, �� may also be solicited personally, electronically or by telephone by directors, ��employees or consultants �� the Company. Arrangements will also be made with clearing agencies, brokerage houses and other �� intermediaries to �� solicitation material to the �� owners ��common shares �� the Company (“ �� ”) pursuant to the requirements �� National Instrument 54-101, Communication with Beneficial Owners of Securities of a Reporting Issuer (“ National Instrument 54-101 ”).

The Canadian securities regulators have adopted new rules under National Instrument 54-101, which ��-and-�� material. This new process provides the option to post meeting related materials, including management Circular�� website in addition to �� Under notice-and-access, such meeting related materials will be available �� viewing �� up to one (1) year �� the date �� posting, and a paper copy �� the material can be requested at any time during this period. The Company is not relying on the notice-and-access provisions �� National Instrument 54-101 to send �� related materials to registered shareholders or �� owners �� shares in connection with the Meeting.

The Company may reimburse shareholders’ nominees or intermediaries (including brokers or their agents holding shares on �� clients) �� the cost incurred in obtaining �� their principals �� The cost �� any such solicitation will be borne by the Company. Unless otherwise stated, the �� contained in this Circular is given as at ��, 2024.

APPOINTMENT OF PROXYHOLDERS AND COMPLETION AND REVOCATION OF PROXIES

�� accordance with the instructions given by the Shareholder in the �� The persons named in the enclosed �� �� ��

�� to represent �� at �� may be exercised by �� in �� space provided �� purpose on �� proxy �� name �� person to be ��

Corporate Headquarters ��: Unit 109 – 3551 Viking Way Richmond, BC, V6V 1W1 Canada Phone: 672-887-9688 Website: www.Abound.Energy

proper �� proxy and �� same to �� Company. Such Shareholder �� attend the Meeting, and provide instructions on how the Shareholder’s shares are to be voted. The ��

�� be delivered to the Company’s registrar and tra�� [th] �� to 1-866-249-7775, and outside North America to (416) 263-��

Any registered Shareholder who has returned a �� may revoke it at any time �� it has been �� shares. �� already been cast by depositing an instrument in writing, including a �� bearing a later date �� by the registered Shareholder or by their �� attorney in writing, or, �� the Shareholder is a �� registrar and �� agent at the �� address or the head �� the Company, at Unit 109 – 3551 Viking Way, Richmond, British Columbia, V6V 1W1, at any time up to and including the last business day preceding the date �� the Meeting, or any �� at which the �� is to �� Only �� to �� a proxy. Non-��

VOTING OF PROXIES

�� (representing a registered or unregistered Shareholder) having one vote, unless a poll is required or ��Share held or represented, respectively. Each Shareholder may instruct their �� how to vote their Shares by �� All Share�� Shares represented �� on ��

�� enclosed proxy �� discretionary �� upon �� or �� person named as �� respect to amendments to or variations �� matters �� in �� matters properly come �� intend to vote in a manner �� in �� is in �� best interests �� Company.

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In order to approve a motion proposed at the Meeting, a �� greater than 50% �� the votes cast will be required (an “ ordinary resolution ”), unless the motion requires a “ special resolution ” in which case ��

BENEFICIAL HOLDERS

�� Most Shareholders are “non-registered” or �� shareholders because the shares they own are not registered in their names, but are instead registered in the name �� the brokerage �� bank or trust company through which they purchased the shares. More particularly, a person is not a registered Shareholder in respect �� shares which are held on �� that person (the “ �� Holder ”) but which are registered either: (a) in the name �� an intermediary (an “ Intermediary ”) that the �� Holder deals with in respect �� the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators �� -administered RRSP’s, RRIF’s, RESP’s and similar plans); or (b) in the name �� a clearing �� (“ CDS �� In accordance with the requirements �� National Instrument 54-101 �� the Canadian Securities Administrators, the Company has distributed copies �� the Notice �� Meeting, this Circular and �� �� ”) directly, and to the ��onward distribution to �� Holders. �� you are a nonregistered owner, and the Issuer or its agent has sent these materials directly to you, your name and address and �� about your holdings �� securities, have been obtained in accordance with applicable securities regulatory requirements �� the ��

Intermediaries are required to �� the Meeting Materials to �� Holders unless a �� Holder has waived the right to receive them. Very �� Intermediaries will use service companies to �� the �� receive Meeting Materials will either:

(a) �� �� (typically by �� ��
(b) �� �� , �� returned �� �� -page pre-�� -page pre-�� label containing a bar-��

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In either case, the purpose �� this procedure is to permit �� to direct �� the Shares which they �� own. Should a �� Holder who receives one �� the above �� wish to vote at the Meeting in person, �� should strike out the names �� the �� and �� proxy or proxy �� is to be delivered.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company is �� to issue an unlimited number �� Shares, without nominal or par �� which as at the date �� 36,325,804 Shares are issued and outstanding.

The holders �� Shares �� record at the close �� business on the record date, set by the directors �� the Company to be ��, 2024, are entitled to vote such Shares at the Meeting on the basis �� one vote ��Share held.

�� persons �� shares entitled to be voted at the Meeting.

To the knowledge �� the directors and senior �� the Company, no person or company �� owns, directly or indirectly, or �� control or direction over, voting securities carrying more than 10% �� the outstanding voting rights �� the Company.

Those Shareholders so desiring may be represented by �� at the Meeting.

PARTICULARS OF MATTERS TO BE ACTED UPON

�� CIRCULAR. ��

Additional details regarding each �� the matters to be acted upon at the Meeting is set �� below.

1. Financial Statements

The audited �� statements �� the Company �� the �� years ended ��2023 (the “ Financial Statements ”), together with the Auditors’ Reports thereon, will be presented to the Shareholders at the Meeting. �� Instrument 51-102 - Continuous Disclosure Obligations , shareholders no longer automatically receive �� a return card (in the form enclosed herewith) has been completed and returned as instructed.

�� and Analysis are available to the public on the �� website at www.sedarplus.ca. �� Audited Annual Financial Statements, and Management’s ��s and Analysis will be available to shareholders �� charge upon request.

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2. Appointment �� Auditors

�� Auditors �� the Company �� the ensuing year and that the directors be �� to �� their remuneration. �� were �� appointed auditors �� the Company on ��.

In �� absence �� instructions to �� contrary �� represented by proxy will be voted in �� a resolution to appoint D&H Group LLP, �� Accountants, as Auditors �� in �� s are ��

3. Election �� Directors

The board �� the Company (the “ Board ” or the “ �� Directors ”) currently consists �� (6) directors, all �� are elected annually. The term �� each �� the present directors �� the Company �� -election. It is proposed that the number �� directors �� the ensuing year be �� at �� (6) �� to such increases as may be permitted by the Articles �� the Company. At the Meeting, the Shareholders will be asked to consider �� thought �� approve an ordinary resolution �� the number �� directors to be elected at the Meeting at ��(6).

It is proposed that the persons named below will be nominated at the Meeting. Each director elected will hold �� until the �� General Meeting �� the Company or until his successor is duly elected or appointed pursuant to the Articles �� the Company unless his �� is earlier vacated in accordance with the �� the Business Corporations Act (British Columbia) or the Company’s Articles.

It is �� intention �� named as proxy, to vote �� election �� said persons to �� Board �� unless �� in its proxy �� its ��s are to be �� on �� election �� directors. �� does not �� any �� nominees will be unable to serve as a director.

�� received by the Company �� said nominees:

��(1)	��Mr.
British Columbia, Canada	��
Director since November, 2023	�� �� �� ��
Interim President and Chief Executive Officer since	��has vast and multi-level
November, 2023	��
Chief Financial Officer from November, 2023 to	and public company start-ups. He has cultivated
December, 2023	��
	based in North America and Europe. Mr.
Shares: 1,937,878(2)	Birmingham is or has been �� senior ��

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Simon Fan(1)(3)	��
British Columbia, Canada	��
Director since October, 2023	��
	��
Shares: 580,128(4)	�� he has played a pivotal role in the company’s
	��
	Fan has been instrumental in driving the
	��
	��
	securing customer deals.
��S. Jones(1)	��
British Columbia, Canada	��
Director since July 2024	a First Nations-owned and operated business with
	��
Shares: Nil	growth and support with the Haida Gwaii Nation. He has als��
	Coalition in Alberta, the First Nations Power
	��
	Coalition.
��(1)(3)(5)	��
��United States	adeptly navigating regulatory environments
Director since January, 2024	��
Chief Operating Officer since February, 2024	and the �� He has held various roles in public
	��
Shares: 710,606	�� ��
	�� �� �� ��
	structures.
��(1)(5)	��
United Arab Emirates	��
Director since June, 2024	��
	and business management in the mining and
Shares: 226,500	�� technology development.

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��L. Simpson[(1)(5)] Alberta, Canada Director since March, 2024 Shares: 190,000

�� politics, regulatory and policy development, energy, and public administration where he �� Alberta. He currently runs SCG, a boutique consulting company supporting �� clients including Indigenous businesses, traditional energy and clean technology companies. Mr. Simpson holds a �� Lethbridge.

(1) ��
(2) �� which, 1,137,878 Shares are held through ��, a private company controlled by Mr. Birmingham. (3) Member or �� the C��Committee.
(4) ��87,878 Shares are held through ��, a private company controlled by �r. Fan. (5) Member or �� the Audit Committee.

Corporate Cease Trade Orders or Bankruptcies : �� ng in that capacity:

(a) �� 30 consecutive days; or
(b) was �� s ��
(c) �� instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Individual Bankruptcies : �� Company has, within the �� proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee ��

Penalties or Sanctions : �� regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or ��

Page | 7

�� director.

4. ��-Term Incentive Plan

The Company’s currently maintains a long term incentive plan (the “ LTIP ”). �� (the “ CSE ” or the “ �� ”) require the approval �� shareholders every three (3) years.

�� and to assist in attracting, retaining and m�� -term value ��-�� and its subsidiaries; (b) encouraging such directors, key ��-term �� Company.

�� the LTIP ��and inspection under the Company’s �� www.sedarplus.ca , ��

Description of the LTIP : �� as determined by the Board. The �� (being the number ��options ��

�� LTIP, within any one-�� the Company’s other security-�� within any one�� Company’s other security-�� outstanding Shares, and (iii) the total nu�� -based compensation arrangements, �� an applicable award agreement or as determined by the ��able other than ��

Page | 8

�� share units”.

Restricted Share Units. �� RSU ”) to directors, key employees and consultants. Each �� ting ��

Restrictions on any RSUs shall lapse �� granted to such participant that had vested prior to the participant’s death will accrue to the participant’s �� RSUs �� the participant or termination is due to the participant’s retirement or disability, any RSUs granted to the �� articipant that had vested prior to the participant’s termination without �� such participant will immediately terminate without payment and be cancelled, provided, however, that any RSUs granted to such participant that had vested prior to the participant ceasing to be a director will accrue to the participant in accordance with the LTIP. Where a consultant’s service to the Company �� commitments between the participant and the Company, all RSUs granted to such participant will immediately terminate without payment and be cancelled, provided, however, that any RSUs granted to ��the Company will accrue to the participant in accordance with the LTIP.

Performance Share Units. �� PSU ”) to key employees and consultants. Each PSU �� eria will be established by the Board which, without limitation, may include criteria based on th�� indicators. The applicable award agreement may provide the Board with the right to revise the �� including, without li��

��

Page | 9

�� which, prior to the participant’s death, had �� eria have �� all PSUs granted to the participant which, prior to such termination without cause, voluntary termination, �� that will vest based upon t�� her contractual commitments between the participant and the Company, all PSUs granted to such participant will �� that has lapsed.

Deferred Share Units. �� DSU �� or elected as a director and cease to be participants at the time they cease to be a director �� -�� trading days prior to the grant date.

�� thholdings, and ��-out periods. Upon the �� payment or Shares that would otherwise have been payable upon such participant ceasing to be a director.

Approval of LTIP : At the Meeting, shareholders will be asked to approve a resolution approving the LTIP (the “ LTIP Resolution ”). The ��LTIP R��

�� THAT:

The Company’s long-term incentive plan (“ LTIP ”) �� approved;

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��LT��
�� delivered all such documents, and to do or cause to be done all such acts and things, as �� ”

��LTIP R�� LTIP Resolution as set out above.

5. ��

�� Company, being consolidated into one (1) new common share (the “ �� ”). Accordingly, �� �� ”) would give the �� holders.

�� : ��-�� -�� -��

�� : �� Shares and the Share ��S�� -�� Shares a�� Shares.

�� rights. Each S�� Shares ��36,325,804 �� 7,265,161 ��

Page | 11

��S��S��

Ordinary Resolution : ��

��

��common shares �� (5) pre��common shares to one (1) post-��
��common s�� -��-�� -�� to one whole share;
��
�� y ��
��

��

�� on and otherwise implement or abandon the Share ��

�� Share�� agent, Computershare Investor Services Inc.��

Page | 12

��

Certain Risks Associated with the Share Consolidation : There can be no assurance that the total market �� -share �� -�� s per share to sell.

��Consolidation R�� Consolidation R��

6. New Articles

�� they are up to date with the current legislation and standard practices with respect to the management �� New Articles ”). The New Articles will make the Company’s Articles consistent with the current terminology and provisions �� Columbia Business Corporations Act (the “ Act �� at Unit 109 – 3551 Viking Way, Richmond, British Columbia, during regular business hours up to the day ��

�� some �� implementing such matters, including:

��
�� directors (the “ Advance Notice Provision �� annual general or, where the need arises, special, meetings; (ii) ensure that all �� and (iii) allow shareholders to register an ��

��

Page | 13

�� Share�� nual or ��

Effect of the Advance Notice Provision: ��

The Advance Notice Provision provides that advance notice to the Company must be made in �� Company other than pursuant to: (i) a “proposal” made in accordanc��

��

�� . In the �� ecial meeting was made.

��

��
�� esolution to the ��

Page | 14

�� to d�� ”

�� notwithstanding its approval, the Board ��

�� .

EXECUTIVE COMPENSATION

��December ��

Executive Compensation: ��Circular��

(a) �� CEO ”), including an ��
(b) �� CFO ”), including an ��
(c) ��
(d) ��

(each a “ �� ” or “ NEO ”).

��the Named �� :

��: ��
��: C��and Corporate Secretary
�� (“ CTO ”)
��: ��
��

Page | 15

��(“ COO ”) ��.

Director and NEO Compensation, excluding Compensation Securities : �� ears ended �� 31, 2022 and 2023:

		Salary,
		��		Committee		��
		Fee, Retainer		��	��	��	Total
Name and Principal		��	Bonus	Fees	Perquisite	Compensation	Compensation
Position	Year	��	��	��	��	��	��
��(1)	2023	25,000(2)	Nil	nil	nil	nil	25,000
Interim President,	2022	��	��	��	��	��	��
��
��
Simon Fan(3)	2023	213,456	nil	nil	nil	nil	213,456
��	2022	170,057	4,000	nil	nil	nil	174,057
��(4)	2023	��	��	��	��	��	��
��	2022	��	��	��	��	��	��
��(5)	2023	��	��	��	��	��	��
��	2022	��	��	��	��	��	��
��(6)	2023	��	��	��	��	��	��
��	2022	��	��	��	��	��	��
��(7)	2023	��	��	��	��	��	��
��	2022	��	��	��	��	��	��
��(8)	2023	5,000(9)	nil	nil	nil	nil	5,000
��	2022	��	��	��	��	��	��
Secretary
��(10)	2023	nil	nil	nil	nil	nil	nil
��	2022	nil	nil	nil	nil	nil	nil
��(11)	2023	��	��	��	��	��	��
��	2022	nil	nil	35,000	nil	nil	35,000
��(12)	2023	nil	nil	nil	nil	nil	nil
��	2022	nil	nil	25,000	nil	nil	25,000
��(13)	2023	nil	nil	nil	nil	nil	nil
��	2022	nil	nil	37,500	nil	nil	37,500
��(14)	2023	��	��	��	��	��	��
��	2022	nil	nil	nil	nil	nil	nil
Scott Larson(15)	2023	��	��	��	��	��	��
��	2022	��	��	��	��	��	��
Ronald MacDonald(16)	2023	279,500(17)	nil	nil	nil	nil	279,500
Former President,	2022	418,500(17)	25,000(17)	nil	nil	nil	443,500
��
��
��
��(18)	2023	60,000	nil	nil	nil	nil	60,000
��	2022	��	��	��	��	��	��

Page | 16

		Salary,
		��		Committee		��
		Fee, Retainer		��	��	��	Total
Name and Principal		��	Bonus	Fees	Perquisite	Compensation	Compensation
Position	Year	��	��	��	��	��	��
��(19)	2023	nil	nil	nil	nil	nil	nil
��	2022	nil	nil	nil	nil	nil	nil
Sorin Spinu(20)	2023	134,377	nil	nil	nil	nil	134,377
��	2022	136,000	nil	nil	nil	nil	136,000

(1) Mr. Birmingham was appointed ��and �� November 2, 2023. He was Corporate ��

(2) ��

(3) Mr. Fan was �� 6, 2023.

(4) ��

(5) Mr. Morlock was appointed as a director �� the Company on ��.

(6) ��

(7) ��

(8) ��

(9) ��

(10) ��
(11) Mr. Charland resigned as ��Company on ��.
(12) ��Company on September 11, 2023.
(13) ��
(14) ��
(15) ��
(16) ��

(17) ��.

(18) ��
(19) ��
(20) ��

Stock Options and Other Compensation Securities: There were �� granted to directors ��

��

		��			�	�� price	�� price
		��		Issue,	�� security or		�� security or
		��		conversion	��		��
	��	��		or exercise	security on		security at
Name and	��	and ��	Date �� issue	price	��		year end	Expiry
��	security	class	or ��	��		��	��	date
��(1)	��	��(1)	Apr 26, 2023	��		1.25	0.15	��(2)
Former director	��	��(1)	��	��		0.75	0.15	��(2)
��(3)	��	��	Apr 26, 2023	��		1.25	0.15	��(2)
Former director	��	��	��	��		0.75	0.15	��(2)
��(4)	��	��	Apr 26, 2023	��		1.25	0.15	��(2)
Former director	��	��	��	��		0.75	0.15	��(2)
��(5)	��	��	Apr 26, 2023	��		1.25	0.15	��(2)
Former director	��	��	��	��		0.75	0.15	��(2)

Page | 17

		��			�� price	�� price
		��		Issue,	�� security or	�� security or
		��		conversion	��	��
	��	��		or exercise	security on	security at
Name and	��	and ��	Date �� issue	price	��	year end	Expiry
��	security	class	or ��	��	��	��	date
��(6)	RSUs	40,000 RSUs	��	1.90	1.25	0.15	��(2)
Former director

(1) These ��d as a ��

(2) ��Company’s ��, �� www.sedarplus.ca.

(3) Mr. Hodge resigned as a direct��024.

(4) Mr. ��

(5) ��

(6) Mr. Parker ��

As at the year ended ��were issued and outstanding ��

	��	Price per
	��	��
	��	��
Name	��	��	Grant Date	Expiry Date
��(1)	3,��	��	Aug 16, 2022	��(2)
	9,2��	��	��	��(2)
	25,��SUs	��	Apr 26, 2023	��(2)
	��	��	��	��(2)
��(3)	��	��	Aug 16, 2022	��(2)
	��	��	��	��(2)
	��	��	Apr 26, 2023	��(2)
	��	��	��	��(2)
	130,000 RSUs	0.19	May 27, 2022	��(4)

(1) ��

(2) ��, �� www.sedarplus.ca.

(3) ��

(4) Mr. Hodge��

Page | 18

��: �� , 2023:

��

Name and position	�� compensation security	�� �� securities exercised	Exercise price per security ��	�� exercise	�� per security �� exercise ��	�� exercise price and �� �� ��	Total value on exercise date ��
Simon Fan(1) �irector and ��	RSU	70,000	2.50	Apr 12, 2023	1.35	1.15	94,500
��(2) Former director	RSU ��	21,250 51,149	1.90 1.57	Apr 12, 2023 Sep 5, 2023	1.35 0.55	0.65 1.02	28,688 28,132
��(3) Former director	RSU	12,500	1.90	Apr 12, 2023	1.35	0.65	16,875
��(4) Former director	RSU	12,500	1.90	Apr 12, 2023	1.35	0.65	16,875
Ronald MacDonald(5) Former President, �� �� ��	RSU	75,000	1.90	Apr 12, 2023	1.35	0.65	101,250
Robert ��(6) Former director	RSU	20,000 10,000 10,000	1.90 1.90 1.90	Apr 12, 2023 �� Nov 9, 2023	1.35 0.65 0.10	0.65 1.35 1.80	27,000 6,500 1,000
��(7) Former director	�SU	57,836	1.63	Sep 5, 2023	0.55	1.08	31,810
Sorin Spinu(8) Former ��	RSU	37,500	2.50	Apr 12, 2023	1.35	0.65	50,625

(1) �� 2023.

(2) ��Company on May 13, 2023.

(3) ��

(4) ��

(5) ��

(6) ��

(7) ��

(8) ��

�� Plans and ��Incentive Plans

Stock Option Plan : The Company’s current incentive stock option plan (the “ Plan ”). �� them to �� in the Company through options granted under the Plan.

Page | 19

�� laws, the �� Company’s other previously established or proposed stock options, stock option plans, employee stock purchase plans or any other compensation or incentive mechanisms involving the issuance or potential �� restrictions imposed under applicable securities laws.

�� attract and retain �� available under the Plan. In �� under the Plan and recommends �� appointment �� when determining whether and how new option grants should be made to the �� on the ��he grant.

�� cannot be �� period �� applicable securities �� must pay �� aggregate ��

LTIP : The Company maintains a LTIP. ��LTIP, ��– Long Term Incentive Plan ” above.

��: There are no management or consulting agreements with ��

��: �� two independent directors, namely Michael L. Simpson (Chair) and ��-independent director, ��. Mr. Morlock is not an independent director as he serves as the Company’s ��

��-term compensation components to ensure that the Company has in place programs to attract, retain and �� must be sat��

Page | 20

�� ng on compensation decisions relating to them, as applicable, in accordance with the applicable corporate legislation.

The Company currently has a short-term compensation component in place, which may include the ��-term compensation component ��ity Incentive Plan. The Company intends �� -term compensation component.

EQUITY COMPENSATION PLAN INFORMATION

��

			Number �� Securities
			��
	Number ��	��-��	Future Issuance Under Equity
	be Issued Upon Exercise	��	Compensation Plans
	��	��Options,	��
	Warrants and ��	��	��
��	��	��	��
Equity ��	��	$4.76	2,534,981 ��
approved by securityholders
Equity �� plans not	��	��	��
approved by securityholders
TOTAL:	396,981 Options	$4.76	2,534,981 Options

(1) ��here were 124,902 RSUs, 129,239 �� and nil PSUs outstanding.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

�� , other ��

Simon Fan��, �� date ��Circular, the balance owing is $10,000; and
Sean Charland��was indebted to the C��a ��ircular, the balance owing remains $10,202.

Page | 21

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

�� inancial year or in any proposed transaction, which, in ��

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

��

MANAGEMENT CONTRACTS

��

CORPORATE GOVERNANCE

General : �� -201 - Corporate Governance Guidelines provides non��suers such as the Company. In addition, National Instrument 58-101 - �� NI 58-101 ”) �� presented below.

�� : ��

�� Michael L. Simpson ��-101. ��is not independent since he serves as interim President and ��is not independent since he serves as ��. �� the last 3 years.

�� : ��

Page | 22

Director	��
��	��
	Atlantic Resources Corp.
	Avaron Mining Corp.
	Cassius Ventures Ltd.
��	��.

�� : New Board members receive an orientation package which includes �� the Company’s management to give the directors additional insight into the Company’s business. In ��

�� : �� the Company’s governing corporate legislation and the common law and the restrictions placed by ��

�� : ��

�� policy will be reviewed.

Compensation Governance : Compensation is determined by the Compensation Committee and is based �� nd compensation ��

�� : The Board has no other committees, other than the Audit Committee and the Compensation Committee.

Assessments : ��

AUDIT COMMITTEE

Under National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) reporting issuers are required to �� The Company’s Audit �� to this Circular.

Page | 23

�� : ��Circular, the ��

Michael L. Simpson (Chair)	Independent(1)	Financially literate(2)
��	Independent(1)	Financially literate(2)
��	Independent(1)	Financially literate(2)

(1) ��indirect material relationship with the ��

(2) �� a �� can re��

Relevant Education and Experience : ��

Michael L. Simpson : �� development, energy, and �� Alberta. He currently runs SCG, a boutique consulting company supporting a diverse gr�� including Indigenous businesses, traditional energy and clean technology companies. Mr. Simpson holds ��

Keith Morlock : �� astructure, development, and �� w�� nal structures.

�� : �� ven history �� supply-�� d collaborative nature ��

�� : ��Company’s most recently ��

Page | 24

Reliance on Certain Exemptions : ��Company’s most recently ��-�� Non-��-�� Instrument 52-110.

Pre-Approval Policies and Procedures : �� -audit services or additional work which the Cha�� -��-�� val in writing.

External Auditor Service Fees : �� -��

Financial Year	Audit Fees	Audit Related Fees	Tax Fees	��
Ended December 31	��	��	��	��
2023	35,500	Nil	2,500	Nil
2022	36,000	Nil	1,500	Nil

ADDITIONAL INFORMATION

��statements and accompanying management’s discussions and analysis (“ MD&A ��s ended ��31, 2022 and 2023.

Under National Instrument 51-102 - Continuous Disclosure Obligations , any person or company who �� to the Company or the Company’s agent, together with a signed statement that the persons or company �� Computershare Investor Services Inc., 100 University Avenue, 8[th] ��. The Company will maintain a supplemental ��

�� the Company at Unit 109 – 3551 Viking Way, Richmond, British Columbia, V6V 1W1 or by telephone at (604) 319-6174�� www.sedarplus.ca .

Page | 25

GENERAL

�� contained in this Circular��

��Circular �� the Company.

��5[th] ��, 2024.

�� ABOUND ENERGY INC.

“Jason Birmingham” �� , Interim ��

Page | 26

SCHEDULE A

ABOUND ENERGY INC. AUDIT COMMITTEE CHARTER

This Charter establishes the composition, the authority, roles and responsibilities and the general �� the Company’s audit committee, or its Board in lieu �� (the “ Audit Committee ”). The roles and responsibilities described in this Charter must at all times be �� in compliance with the legislation and regulations governing the Company and any subsidiaries.

Composition

(a) Number of Members. The Audit Committee must be comprised �� a minimum �� directors �� the Company, a �� whom will be independent. Independence �� the board members will be as �� by applicable legislation.
(b) Chair. �� there is more than one member �� the Audit Committee, members will appoint a chair �� the Audit Committee (the “ �� ”) to serve �� a term �� one (1) year on an annual basis. The Chair may serve as the chair �� the Audit Committee �� number �� consecutive terms.
(c) Financially Literacy. All members �� the audit committee will be �� literate as �� by applicable legislation. �� upon appointment a member �� the Audit Committee is not �� literate as required, the person will be provided with a �� three months to acquire the required level �� literacy.

��

(a) Quorum. The quorum required to constitute a meeting �� Audit Committee is �� members.
(b) Agenda. The Chair will set the agenda �� each meeting, �� consulting with management and the �� auditor. Agenda materials such as �� statements must be circulated to all Audit Committee members �� members to have a reasonable amount �� time to review the materials prior to the meeting.
(c) Notice to Auditors. The Company’s auditors (the “ Auditors ”) will be provided with notice as necessary �� any Audit Committee meeting, will be invited to attend each such meeting and will receive an opportunity to be heard at those meetings on matters related to the Auditor’s duties.
(d) Minutes. Minutes �� Audit Committee meetings will be accurately recorded, with such minutes recording the decisions reached by the committee.

Roles and Responsibilities

The roles and responsibilities ��

��

The Audit Committee will:

(a) Selection of the external auditor. Select, evaluate and recommend to the Board, �� shareholder approval, the Auditor to �� the Company’s accounts, controls and �� statements.
(b) Scope of Work. Evaluate, prior to the annual audit by the Auditors, the scope and general �� ’s review, including the Auditor’s engagement letter.
(c) Compensation. Recommend to the Board the compensation to be paid to the �� auditors.
(d) Replacement of Auditor. �� necessary, recommend the replacement �� the Auditor to the Board.
(e) Approve Non-Audit Related Services. Pre-approve all non-audit services to be provided by the Auditor to the Company or its subsidiaries.
�� Direct Responsibility for Overseeing Work of Auditors. Must directly oversee the �� The Auditor must report directly to the Audit Committee.
(g) Resolution of Disputes. Assist with resolving any disputes between the Company’s management and the Auditors regarding ��.

��

The Audit Committee will:

(a) Review Audited Financial Statements. Review the audited consolidated �� statements �� the Company, discuss those statements with management and with the Auditor, and recommend their approval to the Board.
(b) Review of Interim Financial Statements. Review and discuss with management the quarterly consolidated �� statements, and �� appropriate, recommend their approval by the Board.
(c) MD&A, Annual and Interim Earnings Press Releases, Audit Committee Reports. Review the Company’s management discussion and analysis, interim and annual press releases, and audit committee reports �� the Company publicly discloses this ��
(d) Auditor Reports and Recommendations. Review and consider any �� reports and recommendations issued by the Auditor, together with management’s response, and the �� to which recommendations made by the Auditor have been implemented.

Page | A2

��

The Audit Committee will:

(a) Internal Control. Review with the Auditors and with management, the general policies and procedures used by the Company with respect to internal accounting and �� controls. Remain �� through communications with the Auditor, �� any weaknesses in internal control that could cause errors or �� in �� reporting or deviations �� the accounting policies �� the Company or �� applicable laws or regulations.
(b) Financial Management. Periodically review the team in place to carry out �� reporting �� surrounding the departure �� in charge �� reporting, and the appointment �� in these ��
(c) Accounting Policies and Practices. Review management plans regarding any changes in accounting practices �� impact ��
(d) Litigation. Review with the Auditors and legal counsel any litigation, claim or contingency, including �� assessments, that could have a material �� upon the �� position �� the Company and the manner in which these matters are being disclosed in the consolidated �� statements.
(e) Other. �� with management and the Auditors correspondence with regulators, employee complaints, or published reports that raise material issues regarding the Company’s �� statements or disclosure.

Complaints

(a) Accounting, Auditing and Internal Control Complaints. The Audit Committee must establish a procedure �� the receipt, retention and treatment �� complaints received by the Company regarding accounting, internal controls or auditing matters.
(b) Employee Complaints. The Audit Committee must establish a procedure �� the �� transmittal on condition �� anonymity by the Company’s employees �� concerns regarding questionable accounting or auditing matters.

��

(a) Auditor. The Auditor, and any internal auditors hired by the company, will report directly to the Audit Committee.
(b) To Retain Independent Advisors. The Audit Committee may, at the Company’s �� and without the approval �� management, retain the services �� independent legal counsels and any other advisors it deems necessary to carry out its duties and set and pay the monetary compensation �� these individuals.

Page | A3

��

The Audit Committee will report to the Board on:

(a) the Auditor’s independence;
(b) �� Auditor �� Committee in relation thereto;
(c) the reappointment ��
(d) ��’s internal controls and disclosure controls;
(e) the Audit Committee’s review �� the annual and interim consolidated �� statements;
�� the Audit Committee’s �� interim management discussion and analysis;
(g) the Company’s compliance with legal and regulatory �� they �� the Company; and
(h) all other material matters dealt with by the Audit Committee.

Page | A4

AI assistant

Abound Energy Proxy Solicitation & Information Statement 2024

47815_rns_2024-10-31_4e796cae-2470-473a-b7b1-0a978183343b.pdf

INFORMATION CIRCULAR

SOLICITATION OF PROXIES BY MANAGEMENT

APPOINTMENT OF PROXYHOLDERS AND COMPLETION AND REVOCATION OF PROXIES

VOTING OF PROXIES

BENEFICIAL HOLDERS

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Financial Statements

2. Appointment �� Auditors

3. Election �� Directors

4. ��-Term Incentive Plan

5. ��

6. New Articles

EXECUTIVE COMPENSATION

(each a “ �� ” or “ NEO ”).

��

��

�� Plans and ��Incentive Plans

EQUITY COMPENSATION PLAN INFORMATION

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

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

MANAGEMENT CONTRACTS

CORPORATE GOVERNANCE

AUDIT COMMITTEE

ADDITIONAL INFORMATION

GENERAL

SCHEDULE A

ABOUND ENERGY INC. AUDIT COMMITTEE CHARTER

Composition

��

Roles and Responsibilities

��

��

Complaints

��

��

AI assistant

Abound Energy — Proxy Solicitation & Information Statement 2024

47815_rns_2024-10-31_4e796cae-2470-473a-b7b1-0a978183343b.pdf

INFORMATION CIRCULAR

SOLICITATION OF PROXIES BY MANAGEMENT

APPOINTMENT OF PROXYHOLDERS AND COMPLETION AND REVOCATION OF PROXIES

VOTING OF PROXIES

BENEFICIAL HOLDERS

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Financial Statements

2. Appointment �� Auditors

3. Election �� Directors

4. ����-Term Incentive Plan

5. �����������������������

6. New Articles

EXECUTIVE COMPENSATION

(each a “ ����������������������� ” or “ NEO ”).

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������������ Plans and ������Incentive Plans

EQUITY COMPENSATION PLAN INFORMATION

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

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

MANAGEMENT CONTRACTS

CORPORATE GOVERNANCE

AUDIT COMMITTEE

ADDITIONAL INFORMATION

GENERAL

SCHEDULE A

ABOUND ENERGY INC. AUDIT COMMITTEE CHARTER

Composition

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Roles and Responsibilities

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Complaints

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Abound Energy Proxy Solicitation & Information Statement 2024

4. ��-Term Incentive Plan

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(each a “ �� ” or “ NEO ”).

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�� Plans and ��Incentive Plans

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