NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF ARROW EXPLORATION CORP.

TO BE HELD ON SEPTEMBER 24, 2025

and

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT

DATED August 12, 2025

Page

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS ...iii
GENERAL INFORMATION ...1
Introduction ...1
GLOSSARY ...1
PART I – GENERAL PROXY-RELATED INFORMATION ...4
Solicitation of Proxies ...4
Appointment of Proxy ...4
How to Participate / Vote at the Meeting ...5
Revocability of Proxy ...7
Advice to Beneficial Holders of Common Shares ...7
Exercise of Discretion with Respect to Proxies ...8
Signature on Proxies ...8
Interest of Certain Persons in Matters to be Acted Upon ...8
Voting Securities and Principal Holders of Voting Securities ...8
PART II – ANNUAL AND SPECIAL MEETING BUSINESS ...9
Item 1 — Receipt of the Financial Statements and Auditors' Report ...9
Item 2 — Fixing Number of Directors ...9
Item 3 — Election of Directors ...9
Item 4 — Appointment of Auditors ...11
Item 5 — Approval of the Option Plan ...11
Item 7 — Other Business ...14
PART III – STATEMENT OF EXECUTIVE COMPENSATION ...14
General ...14
Stock Option Plan ...20
Employment, Consulting and Management Agreements ...21
Oversight and Description of Named Executive Officer Compensation ...22
Pension Disclosure ...23
Securities Authorized for Issuance Under Equity Compensation Plans ...23
Indebtedness of Directors and Executive Officers ...24
PART IV — CORPORATE GOVERNANCE DISCLOSURE ...24
Board of Directors ...24
Directorships ...25
Orientation and Continuing Education ...25
Ethical Business Conduct ...25
Nomination of Directors ...25
Compensation ...26
Audit Committee ...26
Other Board Committees ...26
Assessments ...26
PART V – ADDITIONAL INFORMATION ...27
APPENDIX A – AUDIT COMMITTEE CHARTER OF ARROW EXPLORATION CORP. A-1
APPENDIX B – STOCK OPTION PLAN ...B-1

ARROW EXPLORATION CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 24, 2025

NOTICE IS HEREBY GIVEN THAT an annual general and special meeting (the "Meeting") of holders ("Shareholders") of common shares ("Common Shares") of Arrow Exploration Corp. (the "Corporation") will be held on September 24, 2025 at 10:00 a.m. (Calgary time), and any and all adjournments or postponements thereof. The Meeting will be a hybrid Meeting, allowing participation both virtually via live audiocast (the "Audiocast") and in person. Registered Shareholders and duly appointed proxyholders (as defined in the Management Information Circular for the Meeting) can attend the Meeting at the offices of Gowling WLG (Canada) LLP located at Suite 1600, 421 7th Avenue SW, Calgary Alberta, T2P 4K9 or online at https://meetnow.global/M9NNRAS.

A user guide for attending the Meeting online is attached to this notice. Registered Shareholders and duly appointed proxyholders (as defined in the Management Information Circular for the Meeting) will have the opportunity to attend, ask questions and vote at the meeting either in person or online using Computershare Trust Company's virtual meeting platform. See Part I General Proxy-Related Information under "How to Participate / Vote at the Meeting" for additional information

The Meeting shall be held for the following purposes:

to receive and consider the financial statements of the Corporation as at and for the year ended December 31, 2024 and the report of the independent auditors thereon;
to fix the number of directors to be elected at the Meeting at five (5);
to elect directors of the Corporation to hold office until the next annual meeting of Shareholders or until their successors are elected or appointed;
to appoint Ernst & Young LLP, Chartered Professional Accountants, as independent auditors of the Corporation for the ensuing year, at a remuneration to be fixed by the board of directors;
to consider, and if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the Corporation's rolling 10% stock option plan;
to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement thereof.

Shareholders will receive a form of proxy or a voting instruction form in the mail, so that they can vote their Common Shares.

Registered Shareholders who are unable to attend the Meeting in person or online and wish to be represented by proxy are requested to date, sign and return the accompanying form of proxy in accordance with the instructions set forth in the accompanying management information circular dated August 12, 2025 ("Information Circular") and form of proxy. A form of proxy will not be valid unless it is deposited at the office of Computershare Trust Company of Canada either (i) by mail at 8th Floor, 100 University Ave, Toronto, ON M5J 2Y1; (ii) completed online at www.investorvote.com; or (iii) completed via telephone by calling 1-866-732-VOTE (8683), not later than 10:00 a.m. (Calgary time) on September 22, 2025 and not later than 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment(s) of the Meeting.

If you are a non-registered Shareholder, please complete and return the voting instruction form or other authorization form provided to you in accordance with the instructions provided. Failure to do so may result in your Common Shares not being eligible to be voted at the Meeting.

iii

The form of proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this "Notice of Meeting".

The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the Information Circular.

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting is August 6, 2025 (the "Record Date").

The Corporation is using the "notice and access" procedures adopted by the Canadian Securities Administrators for the delivery of the Information Circular. The principal benefit of the notice and access procedure is that it reduces costs and the environmental impact of producing and distributing large quantities of paper documents. Shareholders who have consented to delivery of materials are receiving this Notice of Meeting in an electronic format.

ALL SHAREHOLDERS ARE STRONGLY ENCOURAGED TO VOTE PRIOR TO THE MEETING BY ANY OF THE MEANS DESCRIBED IN THE INFORMATION CIRCULAR.

All Shareholders should access and review all information contained in the Information Circular before voting.

DATED this 12 day of August, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF ARROW EXPLORATION CORP.

signed “Gage Jull”

Gage Jull
Chairman of the Board
Arrow Exploration Corp.

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT

GENERAL INFORMATION

Introduction

Shareholders should not construe the contents of this Information Circular as legal, tax or financial advice and should consult with their own professional advisors in considering the relevant legal, tax, financial or other matters contained in this Information Circular.

All capitalized terms used in this Information Circular and not otherwise defined have the meanings set forth under "Glossary".

Unless otherwise specified, all references to "dollars" or "$" shall mean Canadian dollars.

GLOSSARY

In addition to other terms defined herein, the following is a glossary of certain general terms used in this Information Circular, including the summary hereof. Terms and abbreviations used in the financial statements included in, or appended to, this Information Circular are defined separately and the terms and abbreviations defined below are not used therein, except where otherwise indicated. Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders.

"ABCA" means the Business Corporations Act (Alberta), R.S.A. 2000, c. B-9, as amended, including the regulations promulgated thereunder.

"Affiliate" means a Company that is affiliated with another Company as described below:

a) a Company is an "Affiliate" of another Company if: (a) one of them is the subsidiary of the other; or (b) each of them is controlled by the same Person;

b) a Company is "controlled" by a Person if: (a) voting securities of the Company are held, other than by way of security only, by or for the benefit of that Person; and (b) the voting securities, if voted, entitle the Person to elect a majority of the directors of the Company; or

c) a Person beneficially owns securities that are beneficially owned by: (a) a Company controlled by that Person; or (b) an Affiliate of that Person or an Affiliate of any Company controlled by that Person.

"AIM" means the AIM Market of the London Stock Exchange plc.

"AIM Rules" means the AIM Rules for Companies.

"Associate" when used to indicate a relationship with a Person, means: (a) an issuer of which the Person beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to outstanding securities of the issuer; (b) any partner of the Person; (c) any trust or estate in which the Person has a substantial beneficial interest or in respect of which a Person serves as trustee or in a similar capacity; (d) in the case of a Person who is an individual: (i) that Person's spouse or child; or (ii) any relative of the Person or of his spouse who has the same residence as that Person; but (e) where the TSXV determines that two (2) Persons shall, or shall not, be deemed to be Associates with respect to a Member firm, Member corporation or holding company of a Member corporation (as defined in TSXV Policy 1.1 - Interpretation), then such determination shall be determinative of their relationships in the application of Rule D.1.00 in the TSXV Rule Book and Policies with respect to that Member firm, Member corporation or holding company.

"Audit Committee" means the committee formed to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Corporation.

"Beneficial Shareholder" means a Shareholder who does not hold their Common Shares in their own name.

"Board of Directors" means the board of directors of the Corporation.

"Broadridge" means Broadridge Financial Solutions Inc.

"Business Day" means a day other than a Saturday, Sunday or a civic or statutory holiday in the City of Calgary, Alberta.

"Chief Executive Officer" or "CEO" of the Corporation means each individual who acted as chief executive officer of the Corporation or acted in a similar capacity for any part of the most recently completed financial year;

"Chief Financial Officer" or "CFO" of the Corporation means each individual who acted as chief financial officer of the Corporation or acted in a similar capacity for any part of the most recently completed financial year;

"Common Shares" or "Shares" means the common shares in the capital of the Corporation.

"Company" unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual.

"Compensation Committee" means the committee formed to assist the Board of Directors in discharging its duties relating to compensation of the executive officers of the Corporation.

"Corporation" means Arrow Exploration Corp., a corporation existing under the laws of the Province of Alberta, with its head office located in Calgary, Alberta.

"ESG Committee" means Environmental, Social and Governance Committee formed to assist the Board in fulfilling its oversight responsibilities with respect to the Corporation's social responsibility and sustainability management.

"Information Circular" means this management information circular and proxy statement of the Corporation including the Notice of Meeting and all Appendices hereto.

"Insider" if used in relation to an Issuer (as defined in TSXV Policy 1.1 - Interpretation), means: (a) a director or senior officer of the Issuer; (b) a director or senior officer of a Company that is an Insider or subsidiary of the Issuer; (c) a Person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the Issuer; or (d) the Issuer itself if it holds any of its own securities.

"Meeting" means the annual general and special meeting of Shareholders to be held on September 24, 2025.

"Nomad" means the nominated advisor of the Corporation.

"NI 54-101" means National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer.

"NI 58-101F2" means National Instrument 58-102F2 – Corporate Governance Disclosure (Venture Issuers).

"Notice of Meeting" means the notice of the Meeting which forms a part of this Information Circular.

"Option Plan" has the meaning ascribed thereto under the heading "Annual and Special Meeting Business – Item 5-Approval of the Option Plan" in this Circular.

"Options" means options to purchase Common Shares granted under the Option Plan.

"Person" means a Company or individual.

"Record Date" means August 6, 2025, being the record date for the Meeting.

"Reserves Committee" means the committee formed to act on behalf of the Board of Directors in fulfilling the Board of Directors' oversight responsibilities with respect to evaluating and reporting on the Company's oil and gas reserves.

"SEDAR+" means System for Electronic Document Analysis and Retrieval being the official website that provides access to most public securities documents and information filed by issuers and investment funds with the Canadian Securities Administrators in the SEDAR+ filing system at the website address of www.sedarplus.ca/landingpage/.

"Shareholder" means a holder of outstanding Common Shares.

"Transfer Agent" means Computershare Trust Company of Canada.

"TSXV" means the TSX Venture Exchange Inc.

PART I – GENERAL PROXY-RELATED INFORMATION

ALL SHAREHOLDERS ARE STRONGLY ENCOURAGED TO VOTE PRIOR TO THE MEETING BY ANY OF THE MEANS DESCRIBED IN THIS INFORMATION CIRCULAR.

Solicitation of Proxies

This Information Circular is furnished to Shareholders in connection with the solicitation of proxies by or on behalf of the management of the Corporation for use at the Meeting to be held on September 24, 2025 at 10:00 a.m. (Calgary time) for the purposes set forth in the Notice of Meeting. It is expected that such solicitation will be primarily by mail but may also be made by telephone or other electronic means of communication or in person by the directors and officers of the Corporation. The cost of such solicitation will be borne by the Corporation. The information contained in this Information Circular is given as of August 12, 2025, except where otherwise indicated. The Meeting will be held both virtually via live audiocast (the “Audiocast”) and in person. Registered Shareholders and duly appointed proxyholders (as defined in the Management Information Circular for the Meeting) can attend the Meeting at the offices of Gowling WLG (Canada) LLP located at Suite 1600, 421 7th Avenue SW, Calgary Alberta, T2P 4K9 or online at https://meetnow.global/M9NNRAS.

Appointment of Proxy

The individuals named in the accompanying form of proxy are directors and/or officers of the Corporation. A Shareholder wishing to appoint some other person or company (who need not be a Shareholder) to represent the Shareholder at the meeting has the right to do so, either by inserting such person's name in the blank space provided in the form of proxy or by completing another form of proxy and, in either case, delivering the completed proxy to the Transfer Agent, at Computershare Trust Company of Canada either (i) by mail at 8th Floor, 100 University Ave, Toronto, ON M5J 2Y1; (ii) completed online at www.investorvote.com; or (iii) completed via telephone by calling 1-866-732-VOTE (8683), not later than 10:00 a.m. (Calgary time) on September 22, 2025 and not later than 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment(s) of the Meeting. Such a Shareholder should notify the nominee of the appointment, obtain the nominee's consent to act as proxy and instruct the nominee on how the Shareholder's shares are to be voted. In any case, the form of proxy should be dated and executed by the Shareholder or the Shareholder's attorney authorized in writing, or if the Shareholder is a corporation, under its corporate seal, or by an officer or attorney thereof duly authorized.

Shareholders who wish to appoint a third-party proxyholder to represent them at the virtual meeting must submit their Proxy or Voting Instruction Form (as applicable) prior to registering their proxyholder for the meeting. Registering the proxyholder is an additional step once a Shareholder has submitted their Proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an Invite Code to participate in the meeting.

To register a proxyholder, Shareholders MUST visit http://www.computershare.com/ArrowExploration by September 22, 2025, 10:00 am and provide Computershare with their proxyholder's contact information, so that Computershare may provide the proxyholder with a Invite Code via email. If a third-party proxyholder is attending the meeting in person, you DO NOT need to register the appointment.

Without an Invite Code, proxyholders will not be able to attend and vote at the meeting.

Notice and access is being used to deliver this Information Circular and other meeting-related materials, including the Corporation's audited consolidated financial statements for the fiscal year ended December 31, 2024, together with the auditor's report therein and related management's discussion and analysis (collectively, the "Materials"), to both registered Shareholders and Beneficial Shareholders. This means that the Materials will be posted online for Shareholders to access electronically. You will receive a package in the mail with a notice outlining the matters to be addressed at the Meeting, explaining how to access and review the Materials electronically, and how to request a paper copy at no charge. You will also receive a form of proxy or a voting instruction form in the mail, so you can vote your

Common Shares. Such notice and a voting information form will be forwarded through Broadridge or broker, as applicable, to non-objecting beneficial owners at the Corporation's expense.

Management of the Corporation does not intend to pay for intermediaries to forward to objecting Beneficial Shareholders under NI 54-101 the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary, and, in the case of an objecting Beneficial Shareholder, the objecting Beneficial Shareholder will not receive the materials unless the objecting Beneficial Shareholder's intermediary assumes the cost of delivery.

If you have any questions about our use of notice and access, please contact Computershare Investor Services Inc., toll-free in North America at 1-800-564-6253 or by email at [email protected].

How to Participate / Vote at the Meeting

This year, the meeting will take place both virtually and in person. You will be able to participate online using your smartphone, tablet or computer. You will be able to participate via a live audiocast of the meeting, ask the board questions and submit your votes in real time. You may also provide voting instructions before the meeting by completing the Form of Proxy or voting information form that has been provided to you.

A user guide for the virtual meeting platform is attached to the notice of meeting.

Registered Shareholders and appointed proxyholders: Only those who have a 15-digit control number, along with duly appointed proxyholders who were assigned an Invite Code by Computershare (see details under the heading "Appointment of Proxy"), will be able to vote and submit questions during the meeting. To do so, please go to https://meetnow.global/M9NNRAS prior to the start of the meeting to login. Click on "Shareholder" and enter your 15-digit control number or click on "Invitation" and enter your Invite Code.

United States Beneficial Shareholders: To attend and vote at the virtual meeting, you must first obtain a valid Legal Proxy from your broker, bank or other agent and then register in advance to attend the meeting. Follow the instructions from your broker or bank included with the Proxy materials or contact your broker or bank to request a Legal Form of Proxy. After first obtaining a valid Legal Proxy from your broker, bank or other agent, you must submit a copy of your Legal Proxy to Computershare in order to register to attend the meeting. Requests for registration should be sent:

By mail to: COMPUTERSHARE
100 UNIVERSITY AVENUE 8TH FLOOR
TORONTO, ON M5J 2Y1

By email at: [email protected]

Requests for registration must be labeled as "Legal Proxy" and be received no later than September 22, 2025 10:00 am MST. You will receive a confirmation of your registration by email after we receive your registration materials. You may attend the Meeting and vote your shares at https://meetnow.global/M9NNRAS during the Meeting. Please note that you are required to register your appointment at http://www.computershare.com/ArrowExploration.

A Registered Shareholder (or a Non-Registered Shareholder) who has appointed themselves or appointed a third-party proxyholder to represent them at the meeting, will appear on a list of proxyholders prepared by Computershare, who is appointed to review and tabulate proxies for this meeting. To be able to vote their shares at the meeting, each Registered Shareholder or proxyholder will be required to enter their control number or Invite Code provided by Computershare at https://meetnow.global/M9NNRAS prior to the start of the meeting.

In order to vote, Non-Registered Shareholders who appoint themselves as a proxyholder MUST register with Computershare at http://www.computershare.com/ArrowExploration AFTER submitting their voting instruction form

in order to receive an Invite Code (please see the information under the headings “Appointment of Proxy”). If a third-party proxyholder is attending the meeting in person, you DO NOT need to register the appointment.

Important Notice for Non-Registered Holders

Non-registered holders (being shareholders who hold their shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxy may attend as guests but will not be able to vote.

If you are a non-registered holder and wish to attend and participate at the meeting, you should carefully follow the instructions set out on your voting information form and in the Information Circular relating to the Meeting, in order to appoint and register yourself as proxy, otherwise you will be required to login as a guest.

If you wish to attend the Meeting via the live audiocast, you must be connected to the internet at all times in order to vote when ballot commences. If you are unable to attend the Meeting either in person or via the live audiocast, we encourage you to submit a proxy or voting instructions within the time frames indicated so that your vote is counted at the Meeting.

To Participate Online

Make sure the browser on your device is compatible. You will need the latest version of Chrome, Safari, Edge, or Firefox. Internet Explorer is not supported.

You will require the following information to login
Meeting Center ID - https://meetnow.global/M9NNRAS
Website for Appointee (Canada Only) http://www.computershare.com/ArrowExploration

Please note, to join the Meeting online, you must have your Control Number or Invite Code (appointee) to vote online.

Registered Shareholders and duly appointed proxyholders can participate in the meeting by clicking “Shareholder” and entering a Control Number or an Invite Code before the start of the meeting.
Registered Shareholders: the 15-digit control number is located on the Form of Proxy or in the email notification you received.
Duly appointed proxyholders: Computershare Trust Company of Canada (“Computershare”) will provide the proxyholder with an Invite Code after the voting deadline has passed.
Attending and voting at the Meeting will only be available for Registered Shareholders and duly appointed proxyholders.
Non-Registered Shareholders who have not appointed themselves as proxyholders to participate and vote at the meeting may login as a guest, by clicking on “Guest” and complete the online form; however, they will not be able to vote or submit questions.
Non-Registered Shareholders who have not appointed themselves as proxyholders to participate and vote at the meeting will not be able to attend the meeting online.

Shareholders who wish to appoint a third-party proxyholder to represent them at the virtual meeting must submit their Proxy or Voting Instruction Form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted their Proxy or Voting Instruction Form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an Invite Code to participate in the meeting.

To register a proxyholder, Shareholders MUST visit http://www.computershare.com/ArrowExploration by September 22, 2025 10:00 AM and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with an Invite Code via email.

In order to participate online, Shareholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing an Invite Code.

You will be able to log into the site up to 60 minutes prior to the start of the Meeting.

Caution

Internal network security protocols including firewalls and VPN connections may block access to the virtual meeting platform for your meeting.

If you are experiencing any difficulty connecting or watching the meeting, ensure your VPN setting is disabled or use a computer on a network not restricted to security settings of your organization.

We recommend that you log in to the live audiocast at least 15 minutes before the time of the Meeting.

Should you experience difficulties logging in to the virtual platform, please call 1-888-724-2416 (+1 781-575-2748 International). This line will be closely monitored during the Meeting to provide any assistance required.

Revocability of Proxy

A Shareholder who has given a proxy has the power to revoke it. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing signed by the Shareholder or by his or her attorney authorized in writing and either delivered to the Transfer Agent at the place specified above at any time up to and including the last Business Day preceding the day of the Meeting or any adjournment(s) thereof or deposited with the chairman of the Meeting on the day of the Meeting prior to the commencement of the Meeting.

Advice to Beneficial Holders of Common Shares

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold shares in their own name. Beneficial Shareholders should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder's name on the records of the Corporation. Such Common Shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms). In the United States of America, the majority of such shares are registered in the name of CEDE & Co., which company acts as a nominee for many brokerage firms.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the form of proxy provided directly to registered Shareholders by the Corporation. However, its purpose is limited to instructing the registered Shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge in Canada. Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in

advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Although a Beneficial Shareholder may not be recognized directly for the purposes of voting Common Shares registered in the name of his broker, a Beneficial Shareholder may be appointed as proxyholder for the registered shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to indirectly vote their Common Shares as proxyholder for the registered shareholder should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker.

Exercise of Discretion with Respect to Proxies

The Common Shares represented by proxy will be voted or withheld from voting on any motion, by ballot or otherwise, in accordance with any indicated instructions. In the absence of such direction, and you do not a appoint a person other than management as your proxyholder, such shares will be voted FOR the resolutions referred to in items 2 through 6 of the Notice of Meeting.

If any amendment or variation to matters identified in the Notice of Meeting is proposed at the Meeting or any adjournment(s) or postponement thereof, or if any other matters properly come before the Meeting or any adjournment(s) or postponement thereof, the proxy form confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the appointed proxyholder. Unless otherwise stated, the Common Shares represented by the proxy will be voted in favour of the election of nominees set forth in this Information Circular except where a vacancy among such nominees occurs prior to the Meeting, in which case, such Common Shares may be voted in favour of another nominee in the proxyholder's discretion. As at the date of this Information Circular, the management of the Corporation is not aware of any amendments or variations or other matters to come before the Meeting.

Signature on Proxies

The form of proxy must be executed by the Shareholder or his or her duly appointed attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer whose title must be indicated. A form of proxy signed by a person acting as attorney or in some other representative capacity should indicate that person's capacity (following that person's signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with the Corporation).

Interest of Certain Persons in Matters to be Acted Upon

No director or officer of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any Associate or Affiliate of any one of them, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting except as described in this Information Circular under "Part II – Annual Meeting Business – Election of Directors".

Voting Securities and Principal Holders of Voting Securities

As at the date of this Information Circular, there are 285,864,348 Common Shares currently issued and outstanding. Shareholders as of the Record Date are entitled to receive notice of and attend and vote at the Meeting.

Every Shareholder represented in person or by proxy (and entitled to vote) has one vote for each Common Share held. On a poll or ballot, every Shareholder present in person or by proxy has one vote for each Common Share held. All votes on matters described under the heading "Annual and Special Meeting Business" below will be conducted by way of ballot.

Only Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

To the extent a Shareholder transfers the ownership of any of its Common Shares after the Record Date and the transferee of those Common Shares establishes that it owns such Common Shares and requests, at least ten (10) days before the Meeting, that the transferee's name be included in the list of Shareholders entitled to vote at the Meeting, such transferee shall be entitled to vote such Common Shares at the Meeting.

To the best of the knowledge of the directors and officers of the Corporation, no person other than Askar Alshinbayev beneficially owns, directly or indirectly, or exercises control or direction over 10% or more of the voting rights attached to all of the issued and outstanding Common Shares as at the date of this Information Circular. As of the date hereof, Askar Alshinbayev is the registered holder 48,046,402 Common Shares (representing approximately 16.8% of the issued and outstanding Common Shares).

PART II – ANNUAL AND SPECIAL MEETING BUSINESS

The following are the matters to be acted upon at the Meeting:

Item 1 — Receipt of the Financial Statements and Auditors' Report

At the Meeting, Shareholders will receive and consider the consolidated financial statements of the Corporation as at and for the year ended December 31, 2024 and the independent auditors' report thereon, but no vote by the Shareholders with respect thereto is required or proposed to be taken.

Item 2 — Fixing Number of Directors

The Board of Directors presently consists of five (5) directors, each of whose term expires at the Meeting. At the Meeting, Shareholders will be asked to fix the number of directors to be elected at the Meeting at five (5).

Unless otherwise directed, it is the intention of the persons designated in the accompanying form of proxy to vote in favour of the ordinary resolution fixing the number of directors to be elected at the Meeting at five (5). In order to be effective, the ordinary resolution in respect of fixing the number of directors to be elected at the Meeting at five (5) must be passed by not less than a majority of the votes cast by Shareholders who vote in respect of this ordinary resolution.

Item 3 — Election of Directors

The persons named in the form of proxy intend to nominate and vote for the election of, as a director, each of the persons whose names are set forth below. Each director elected will hold office until the next annual meeting of the Corporation or until his successor is duly elected, unless his office is earlier vacated in accordance with the by-laws of the Corporation.

The following table sets forth the name and city, province/state and country of residence of each of the persons to be nominated for election as directors, the number of voting securities of the Corporation beneficially owned, directly or indirectly, or over which each nominee exercises control or direction, the period served as director and the principal occupation of each nominee during the last five (5) years. The information contained herein is based upon information furnished by the respective nominees.

Name, Province or State and Country of Residence and Position Held	Number of Securities Beneficially Owned, Controlled or Directed as at Record Date and percentage of total issued and outstanding^{(1)}	Offices Held and Time as Director or Officer	Principal Occupation During the Last Five Years
G. Marshall Abbott^{(2)(4)}
Calgary, Alberta, Canada
CEO and Director	5,369,702 Common Shares
1.88%	CEO and Director since April 14, 2020	From April 2020 to present, Director and CEO of Arrow Exploration. From May 2012 – March 2020 Founder, CEO and Executive Chairman of Rampart Oil Inc. a private junior oil company operating in southern Alberta. From June 2010 – February 2020 Founder, CEO and Executive Chairman of Bernum Petroleum Ltd. a private junior oil and gas company with production in Alberta. Director for the Ann and Sandy Cross Conservation Area from 2003 to present. Director Iron Bridges Resources in 2018. Director for Calgary Public Library January 2016 - Present.
Grant M. Carnie^{(3)(4)}
Denver, Colorado, USA
Director	Nil	Director since June 3, 2021	From January 2008 to June 2020 Director of SFC Energy Partners, a private equity partnership focused on oil and gas opportunities operating onshore North America. Included in his role at SFC, Mr. Carnie was on the Board of six private portfolio companies.
Gage Jull^{(2)(5)(6)}
Toronto, Ontario, Canada,
Executive Chairman and Director	5,993,508 Common Shares
2.1%	Director since March 19, 2020.	From March 2020 to present a Director and then Executive Chairman of Arrow Exploration. Prior to that Co-founder and Chairman of Bordeaux Capital Corp, a Toronto based project financing, mergers & acquisitions advisory firm from November 2015 to December 2021. Director of Tryptamine Therapeutics Limited an Australian listed psychedelic drug development company from May to present. Previously Chairman of TRYP Therapeutics, Inc September 2020 to May 2024. Director of GeneTether Therapeutics, Inc. October 2021 to present. Managing Director, Corporate Finance of Mackie Research Capital, an investment banking and securities brokerage services company, from August 2004 to November 2015.
Ian Langley^{(2)(5)}
London, United Kingdom
Director	Nil	Director since August 1, 2023	Founder and Chairman, from 2018, of Airswift Global AS a UK based workforce solutions firm with more than $1 billion in revenue, Mr. Langley oversaw continuous global organic expansion for over 30 years and also completed more than ten M&A transactions including four private equity investments and two listed bond transactions. In addition to being the chair of the Airswift Audit Committee, Mr. Langley has been the Chairman of EPI Group Ltd. since June 2014 and Boston Energy Ltd. since July 2023.
Ravi Sharma^{(3)(4)}
Bogotá, Cundinamarca, Colombia
Director	13,370 Common Shares
0.01%	Director since September 28, 2018	From October 2015 to present, Chief Operating Officer of Canacol Energy Ltd., an oil and gas exploration and production company. Previously Head of Production and Development - Afren Energy, a hydrocarbons exploration and production company, from September 2010 to April 2015.

Notes:
(1) Common Shares beneficially owned or over which control or direction is exercised, directly or indirectly, as at Record Date, is based upon the information furnished to the Corporation by the above noted individuals.
(2) Member of the Audit Committee. The Chair of the Audit Committee is Mr. Langley.
(3) Member of the Compensation Committee. The Chair of the Compensation Committee is Mr. Carnie.
(4) Member of the Reserves Committee. The Chair of the Reserves Committee is Mr. Sharma.
(5) Member of the ESG Committee. The Chair of the ESG Committee is Mr. Ian Langley.
(6) Mr. Jull holds these Common Shares jointly with his spouse.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions of Proposed Directors

To the knowledge of management of the Corporation, none of those persons who are proposed directors of the Corporation are, or have been within the past ten (10) years, a director, chief executive officer or chief financial officer of any company, including the Corporation, that while such person was acting in that capacity, was the subject of a 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, that was in effect for a period of more than thirty (30) consecutive days, or after such persons ceased to be a director, chief executive officer or chief financial officer of the company, was the subject of a 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, for a period of more than thirty (30) consecutive days, which resulted from an event that occurred while acting in such capacity.

To the knowledge of management of the Corporation, none of those persons who are proposed directors of the Corporation is, or has been within the past ten (10) years, a director or executive officer of any company, including the Corporation, that, while such person was acting in that capacity, or within one (1) 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 its assets. None of the persons who are proposed directors of the Corporation have, within the past ten (10) years, became 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 his assets.

To the knowledge of management of the Corporation, none of those persons who are proposed directors of the Corporation have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable Shareholder in deciding whether to vote for a proposed director.

Unless otherwise directed, it is the intention of the persons designated in the accompanying form of proxy to vote in favour of the ordinary resolution respecting the election as directors of the five (5) nominees set forth above. In order to be effective, the ordinary resolution in respect of the election of each nominee director must be passed by not less than a majority of the votes cast by Shareholders who vote in respect of this ordinary resolution.

Item 4 — Appointment of Auditors

At the Meeting, Shareholders will be asked to approve an ordinary resolution to approve the appointment of Ernst & Young LLP ("E&Y"), of Calgary, Alberta as independent auditors of the Corporation at a remuneration to be fixed by the Board of Directors and to hold such office until the next annual meeting of Shareholders. E&Y has served as the Corporation's auditors since October 31, 2022.

Unless otherwise directed, it is the intention of the persons designated in the accompanying form of proxy to vote in favour of the ordinary resolution to approve E&Y as independent auditors of the Corporation and to authorize the Board of Directors to fix the remuneration paid to the auditors. In order to be effective, the ordinary resolution in respect of the appointment of the auditors of the Corporation and to fix their remuneration must be passed by not less than a majority of the votes cast by Shareholders who vote in respect of this ordinary resolution.

Item 5 — Approval of the Option Plan

The Corporation's amended and restated option plan (the "Option Plan") is a "rolling" share-based compensation plan pursuant to which up to an aggregate of 10% of the Common Shares outstanding may be reserved for issuance under the Option Plan and any other security-based compensation plans of the Corporation. Pursuant to the policies of the TSXV, "rolling" share-based compensation plans must receive shareholder approval annually. The Option Plan was last approved by the Shareholders on September 25, 2024 and a copy of the Option Plan is attached hereto as Appendix "B".

The purpose of the Option Plan is to provide directors, officers, employees and consultants of the Corporation or its subsidiaries, or any other individual or body corporate who may be granted an Option (as defined below) pursuant to the requirements of the TSXV (the "Participants") with a Share related mechanism to attract, retain and motivate Eligible Participants (as defined in the Option Plan), to reward such of those persons by the grant of options under the Option Plan by the Board from time to time for their contributions toward the long term goals of the Corporation and to enable and encourage such persons to acquire Shares as long term investments. The material terms of the Option Plan are described below. The Option Plan is currently the Corporation's only securities-based compensation arrangement pursuant to which securities may be issued from treasury of the Corporation.

The maximum number of Shares issuable under the Option Plan at any time plus the number of Shares reserved for issue under all other security-based compensation plans, shall not exceed 10% of the number of Shares issued and outstanding as of each date Options are awarded, inclusive of all Shares presently reserved for issuance pursuant to previously granted stock options. Options that have been cancelled, surrendered (other than Options surrendered pursuant to the Net Exercise Right (as defined below)), forfeited or that have expired without being exercised in full shall continue to be issuable under the Option Plan.

The Net Exercise Right provides each Option holder, other than Investor Relations Service Providers (as such term is defined in TSXV Policy 4.4 – Security Based Compensation), when entitled to exercise an Option, to deal with such Option on a "net exercise basis" (the "Net Exercise Right"). The Board may determine in its discretion that such Net Exercise Right, if any, grants an Option holder the right to surrender such Option in whole or in part by notice in writing to the Corporation and in lieu of receiving Shares pursuant to the exercise of the Option, receive, that number of Shares, disregarding fractions, which is equal to the quotient obtained by:

i. subtracting the exercise price of the Option from the VWAP (as defined in the Option Plan) of the Shares on the business day immediately prior to the exercise of the Net Exercise Right and multiplying the remainder by the number of shares to be purchased pursuant to the exercise of the Option; and

ii. dividing the net amount obtained under (i) by the VWAP (as defined in the Option Plan) of the Shares on the business day immediately prior to the exercise of the Net Exercise Right.

Under the Option Plan, unless requisite disinterested Shareholder approval is obtained, the number of Shares that may be reserved for issue to any one person under Options or other security-based compensation arrangements granted in any 12-month period shall not exceed 5% of the outstanding Shares calculated as at the date of grant. The total number of Shares issuable pursuant to Options to any one Consultant shall not exceed 2% of the issued and outstanding Shares of the Corporation as at the date of grant. The maximum aggregate number of Shares issuable pursuant to all Options granted in any 12-month period to all Investor Relations Service Providers (as such term is defined in TSXV Policy 4.4 – Security Based Compensation) must not exceed 2% of the issued and outstanding Shares of the Corporation, calculated as at the date of grant. The Board is authorized to determine the price per Share and the number of Shares that may be allotted to Participant and all other terms and conditions of the Options, subject to the terms of the Option Plan and the rules of the TSXV. Notwithstanding the foregoing, the exercise price per Share shall not be shall not be less than the closing price of the Shares on the day preceding the date of grant, less any discount permitted by the TSXV, or such other price as may be required or permitted by the TSXV.

The maximum aggregate number of Shares issuable pursuant to Options granted (or any other security-based compensation granted or issued) to insiders of the Corporation (as a group) must not exceed 10% of the issued and outstanding Shares at any point in time, unless requisite disinterested shareholder approval is obtained. Furthermore, the maximum aggregate number of Shares issuable pursuant to Options granted (or any other security-based compensation granted or issued) in any 12-month period to insiders of the Corporation (as a group) must not exceed 10% of the issued and outstanding Shares, calculated as at the date the Option is granted to any insider, unless requisite disinterested shareholder approval is obtained.

Options granted under the Option Plan may be exercisable for a period of up to 10 years and may vest at such times as determined by the Board at the time of grant, subject to acceleration in accordance with the terms of the Plan. Notwithstanding the foregoing, in the event the expiration date for an Option occurs during a Blackout Period (as

defined in the Plan), the expiration date for such Option shall be the date that is the tenth business day after the expiry date of the Blackout Period. The exercise price must be paid in full on any exercise of Options.

Further, if an Option holder ceases to hold their position with the Corporation for any reason other than death, their Options may be exercised within the earlier of the expiry date and a period of up to 90 days following the date the Option holder ceases to be in that role, but only to the extent the Option holder was entitled to exercise the Option at the date of such cessation. In the event of death of an Option holder, their Options may be exercised within the earlier of the expiry date and a period of time not exceeding 12 months, and only to the extent the Option holder was entitled to exercise the Options at the date of death. Options granted pursuant to the Option Plan may not be transferred or assigned.

The Option Plan provides that in the event of a change of control the Board of Directors may determine the manner in which all unexercised Options granted under the Option Plan will be treated, including requiring the acceleration (conditionally or otherwise) of the time for the exercise of such stock options by the holder thereof and of the time for the fulfillment of any conditions or restrictions on such exercise, subject to the certain rights provided to holders set forth in the Option Plan. If the Board of Directors elects to accelerate (conditionally or otherwise) the vesting of any or all outstanding stock options immediately prior to the completion of a change of control transaction, it may also determine that all such outstanding stock options will be purchased by the Corporation or a related entity for an amount per option equal to the transaction price, less the applicable exercise price (except that where the exercise price exceeds the transaction price, the amount per stock option for such stock options will be $0.01), as of the date such transaction is determined to have occurred or as of such other date prior to the transaction closing date as the Board of Directors may determine. For the purposes of the Option Plan, "transaction price" means the fair market value of a share based on the consideration payable in the applicable transaction as determined by the Board of Directors.

A "change of control" is defined in the Option Plan to include: (i) the acquisition by any persons acting jointly or in concert (as determined by the Securities Act (Alberta) (the "Securities Act")), whether directly or indirectly, of Common Shares that, together with all other Common Shares held by such persons, constitute in the aggregate more than 50% of all outstanding voting securities of the Corporation; (ii) an amalgamation, arrangement or other form of business combination of the Corporation with another corporation that results in the holders of voting securities of that other corporation holding, in the aggregate, more than 50% of all outstanding voting securities of the corporation resulting from the business combination; (iii) the sale, lease or exchange of all or substantially all of the property of the Corporation to another person, other than in the ordinary course of business of the Corporation or to a related entity; or (iv) any other transaction that is deemed to be a "change of control" for the purposes of the Option Plan by the Board of Directors in its sole discretion.

Under the Option Plan, if an "Offer" (as defined below) is made which, if successful, would result in a change of control, then all unexercised and unvested outstanding Options shall immediately vest and become exercisable by the stock option holders, notwithstanding any other vesting provisions in the Option Plan or in an option agreement, as to all or any of the Common Shares in respect of which such options have not previously been exercised, but such Common Shares may only be purchased for tender pursuant to such Offer. If for any reason such Common Shares are not taken up and paid for by the offeror pursuant to the Offer, any such Common Shares so purchased by a stock option holder shall be deemed to be cancelled and returned to the treasury of the Corporation, shall be added back to the number of Common Shares remaining available under the Option Plan and, upon presentation to the Corporation of share certificates representing such shares properly endorsed for transfer back to the Corporation, the Corporation shall refund to the stock option holder all consideration paid for such shares and, in such event, the stock option holder shall thereafter continue to hold the same number of unexercised and unvested outstanding stock options on the same terms and conditions, including the exercise price thereof, as were applicable thereto immediately prior to the time the subject Offer was made. For the purposes of the Option Plan, "Offer" means an offer made generally to the holders of Common Shares in one or more jurisdictions to acquire, directly or indirectly, Common Shares and which is in the nature of a "takeover bid" as defined in the Securities Act and where the Common Shares are listed and posted for trading on a stock exchange and are not exempt from the formal bid requirements of the Securities Act.

The Shareholders of the Corporation will be asked to consider and if thought fit, approve an ordinary resolution reapproving the Option Plan. The text of the ordinary resolution which management intends to place before the Meeting for approval, confirmation and adoption, with or without modification, is as follows:

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

The stock option plan (the "Plan") of Arrow Energy Corp. (the "Corporation"), substantially in the form attached as Appendix "B" to the management information circular of the Corporation dated August 12, 2025 be and is hereby approved, ratified and confirmed.
The form of the Plan may be amended in order to satisfy the requirements or requests of any regulatory authorities, including the TSX Venture Exchange or at the discretion of the board of directors of the Corporation (the "Board") acting in the best interests of the Corporation without requiring further approval of the shareholders of the Corporation.
All issued and outstanding stock options previously granted, including stock options previously granted pursuant to previous stock option plans, be and are continued and are hereby ratified, confirmed and approved.
The Board (or any duly authorized committee of the Board) from time to time is authorized to grant options in the capital stock of the Corporation pursuant to and in accordance with the Plan and the Corporation is authorized to reserve and issue Common Shares in the capital of the Corporation for issuance upon exercise of awards granted pursuant to the Plan.
The shareholders of the Corporation hereby expressly authorize the Board to revoke this resolution before it is acted upon without requiring further approval of the Shareholders in that regard.
Any one (or more) director(s) or officer(s) of the Corporation be and is hereby authorized and directed, on behalf of the Corporation, to take all necessary steps and proceedings and to execute, deliver and file any and all documents (whether under corporate seal of the Corporation or otherwise) that may be necessary or desirable to give effect to this resolution."

Recommendation of the Board of Directors

The Board of Directors has unanimously determined that approval of the foregoing resolution is in the best interests of the Corporation and unanimously recommends that Shareholders vote in favour of the foregoing resolution at the Meeting. Unless otherwise directed, it is the intention of the persons designated in the accompanying form of proxy to vote in favour of the foregoing resolution. In order to be effective, the foregoing resolution must be passed by not less than a majority of the votes cast by Shareholders who vote in respect of this ordinary resolution.

Item 7 — Other Business

The directors and officers of the Corporation are not aware of any matters, other than those indicated above, which may be submitted to the Meeting for action. However, if any other matters should properly be brought before the Meeting, the form of proxy confers discretionary authority to vote on such other matters according to the best judgment of the person holding the proxy at the Meeting.

PART III – STATEMENT OF EXECUTIVE COMPENSATION

General

The "Named Executive Officers" of the Corporation are defined by securities legislation to mean the following individuals: (i) any individual who served as Chief Executive Officer of the Corporation during the most recently completed financial year; (ii) any individual who served as Chief Financial Officer of the Corporation during the most recently completed financial year; (iii) the Corporation's three most highly compensated executive officers, other than the Chief Executive Officer or the Chief Financial Officer, at the end of the most recently completed financial year whose compensation was more than $150,000 for that financial year; and (iv) each individual who would be a "Named Executive Officer" under (iii) above but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of the most recently completed financial year-end.

With respect to the financial year ended December 31, 2024, the Named Executive Officers of the Corporation were: Mr. Gage Jull, Mr. G. Marshall Abbott, Mr. Joe McFarlane and Mr. Phil Miller.

All dollar amounts reported in this Part III are in Canadian dollars unless otherwise indicated.

Director and Named Executive Officer Compensation for the Financial Years Ended December 31, 2024 and 2023

Table of Compensation Excluding Compensation Securities
Name and Position	Year	Salary, Consulting Fee, Retainer or Commission ($)^{(6)}	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites ($)^{(10)}	Value of All Other Compensation ($)^{(7)}^{(8)}^{(9)}	Total Compensation ($)
Gage Jull^{(1)}
Director and Chairman of the Board	2024	599,846	1,621,295	Nil	24,239	357,225	2,602,605
	2023	511,878	663,607	Nil	13,935	Nil	1,189,419
Marshall Abbott^{(2)}
CEO and Director	2024	599,846	1,776,295	Nil	20,556	397,589	2,794,286
	2023	511,878	663,607	Nil	69,209	Nil	1,244,693
Joe McFarlane^{(3)}
CFO	2024	599,846	1,651,295	Nil	21,065	357,225	2,629,431
	2023	511,878	663,607	Nil	7,945	Nil	1,188,929
Phil Miller
Senior VP Exploration	2024	152,596	35,000	Nil	10,802	117,000	315,398
	2023	230,000	60,000	Nil	8,795	Nil	298,795
Anthony Zaidi
Director^{(4)}	2024	109,367	Nil	Nil	Nil	286,294	395,661
	2023	98,177	Nil	Nil	Nil	Nil	98,177
Ravi Sharma
Director	2024	109,367	Nil	Nil	Nil	298,058	407,425
	2023	98,177	Nil	Nil	Nil	Nil	98,177
Grant M. Carnie
Director	2024	109,367	Nil	Nil	Nil	47,088	156,456
	2023	98,177	Nil	Nil	Nil	Nil	98,177

Table of Compensation Excluding Compensation Securities
Name and Position	Year	Salary, Consulting Fee, Retainer or Commission ($)(6)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites ($)(10)	Value of All Other Compensation ($) (7) (8) (9)	Total Compensation ($)
Ian M. Langley(5)Director	2024	109,367	nil	nil	nil	Nil	109,367
	2023	40,395	nil	nil	nil	198,845	239,240

Notes:

(1) Mr. Gage Jull was appointed Director and Executive Chairman of the Board on April 14, 2020. Effective January 1, 2023, Mr. Jull's base salary was $511,878 (USD $379,500) annually, and on January 1, 2024 his salary changed to $623,665 (USD$455,400) annually. Mr. Jull received Nil compensation for acting as director of the Corporation and his compensation figures were converted using the average exchange rates of 0.7414 Cad per USD 1 for the year 2023 and 0.7302 Cad per USD 1 for the year 2024.

(2) Mr. Marshall Abbott was appointed CEO on April 14, 2020. Effective January 1, 2023, Mr. Abbott's base salary was $511,878 (USD $379,500) annually, and on January 1, 2024 his salary changed to $623,665 (USD$455,400) annually. Mr. Abbott received Nil compensation for acting as director of the Corporation and his compensation figures were converted using the average exchange rates of 0.7414 Cad per USD 1 for the year 2023 and 0.7302 Cad per USD 1 for the year 2024.

(3) Mr. Joseph McFarlane was appointed CFO on April 24, 2020. Effective January 1, 2023, Mr. McFarlane's base salary was $511,878 (USD $379,500) annually, and on January 1, 2024 his salary changed to $623,665 (USD$455,400) annually. His compensation figures were converted using the average exchange rates of 0.7414 Cad per USD 1 for the year 2023 and 0.7302 Cad per USD 1 for the year 2024.

(4) Mr. Zaidi ceased being a Director of the Corporation effective July 3, 2025.

(5) Effective January 1, 2023, Directors' fees were $98,177 (USD $72,600) annually, effective January 1, 2024, Directors' fees were increased to $109,367 (USD $79,860) annually, and on January 1, 2025 Director's fees changed to $205,423 (USD$150,000). All directors' compensation figures were converted using the average exchange rates of 0.7394 Cad per USD 1 for the year 2023 and 0.7302 Cad per USD 1 for the year 2024.

(6) Effective April 29, 2024, the Corporation granted stock options to Mr. Gage Jull (1,200,000), Mr. Marshall Abbott (3,477,222), Mr. Joseph McFarlane (1,200,000), Mr. Ravi Sharma (383,334), Mr. Anthony Zaidi (300,000), Mr. Ian Langley (300,000), and Mr. Grant Carnie (633,333), 1/3 of which shall vest over each of the next three years with a strike price of $0.375 per option. For compensation disclosure purposes, these options were valued using the fair market value at the date they were granted using a Black-Scholes valuation model based on the following variables: a) risk-free rate 3.79%; b) Annualized Volatility 114.48%; c) dividend rate 0%; and d) Forfeiture rate 5.61%.

(7) Effective September 11, 2024, the Corporation granted stock options to Mr. Gage Jull (1,255,000), Mr. Joseph McFarlane (1,255,000), Mr. Ravi Sharma (477,777), and Mr. Anthony Zaidi (477,777), 1/3 of which shall vest over each of the next three years with a strike price of $0.475 per option. For compensation disclosure purposes, these options were valued using the fair market value at the date they were granted using a Black-Scholes valuation model based on the following variables: a) risk-free rate 2.97%; b) Annualized Volatility 87.44%; c) dividend rate 0%; and d) Forfeiture rate 5.87%.

(8) During 2024, officers and Directors exercised outstanding stock options in exchange for cash as follows: Marshall Abbott 2,277,221 stock options exercised; Gage Jull 1,255,000 stock options exercised; Joe McFarlane 1,255,000 stock options exercised; Phil Miller 700,000 stock options exercised; Anthony Zaidi 477,777 stock options exercised; Ravi Sharma 561,110 stock options exercised; and Grant Carnie 333,333 stock options exercised.

(9) Value of perquisites include other employee benefits paid in cash such as Health Spending Account (HAS), Wellness Spending Account (WSA) and parking.

Stock Options and Other Compensation Securities Granted or Exercised During the Financial Year Ended December 31, 2024

Compensation securities were granted to directors or Named Executive Officers of the Corporation during the most recently completed financial year as set forth below.

Compensation Securities
Name and Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities, and Percentage of Class	Date of Issue or Grant	Issue Conversion or Exercise Price ($)^{(5)}	Closing Price of Security or Underlying Security on Date of Grant ($)	Closing Price of Security or Underlying Security at Year End ($)	Expiry Date
Gage Jull^{(3)} Director	Stock Options	1,200,000
0.42%^{(1)}	April 29, 2024	$0.375	$0.375	$0.455	1/3 of the options on each of October 29, 2025, 2026 and 2027
Marshall Abbott^{(3)} CEO and Director	Stock Options	3,477,221
1.22%^{(1)}	April 29, 2024	$0.375	$0.375	$0.455	1/3 of the options on each of October 29, 2025, 2026 and 2027
Joe McFarlane^{(3)} CFO	Stock Options	1,200,000
0.42%^{(1)}	April 29, 2024	$0.375	$0.375	$0.455	1/3 of the options on each of October 29, 2025, 2026 and 2027
Phil Miller Senior VP Exploration	Stock Options	300,000
0.10%^{(1)}	April 29, 2024	$0.375	$0.375	$0.455	1/3 of the options on each of October 29, 2025, 2026 and 2027
Ravi Sharma Director	Stock Options	383,334
0.13%^{(1)}	April 29, 2024	$0.375	$0.375	$0.455	1/3 of the options on each of October 29, 2025, 2026 and 2027
Anthony Zaidi Director	Stock Options	300,000
0.10%^{(1)}	April 29, 2024	$0.375	$0.375	$0.455	1/3 of the options on each of October 29, 2025, 2026 and 2027

Compensation Securities
Name and Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities, and Percentage of Class	Date of Issue or Grant	Issue Conversion or Exercise Price ($)^{(5)}	Closing Price of Security or Underlying Security on Date of Grant ($)	Closing Price of Security or Underlying Security at Year End ($)	Expiry Date
Ian M. Langley^{(4)}
Director	Stock Options	300,000
0.10%^{(1)}	April 29, 2024	$0.375	$0.375	$0.455	1/3 of the options on each of October 29, 2025, 2026 and 2027
Grant Carnie
Director	Stock Options	633,333
0.22%^{(1)}	April 29, 2024	$0.375	$0.375	$0.455	1/3 of the options on each of October 29, 2025, 2026 and 2027
Gage Jull
Director	Stock Options	1,255,000
0.44%^{(2)}	Sept. 11, 2024	$0.475	$0.475	$0.455	1/3 of the options on each of March 11, 2026, 2027 and 2028
Joe McFarlane
CFO	Stock Options	1,255,000
0.44%^{(2)}	Sept. 11, 2024	$0.475	$0.475	$0.455	1/3 of the options on each of March 11, 2026, 2027 and 2028
Ravi Sharma
Director	Stock Options	477,777
0.17%^{(2)}	Sept. 11, 2024	$0.475	$0.475	$0.455	1/3 of the options on each of March 11, 2026, 2027 and 2028
Anthony Zaidi
Director	Stock Options	477,777
0.17%^{(2)}	Sept. 11, 2024	$0.475	$0.475	$0.455	1/3 of the options on each of March 11, 2026, 2027 and 2028

Notes:
(1) Each Option entitles the holder to acquire one Common Share. The formula used for calculating the percentage of the class is as follows: # of Common Shares issuable upon exercise of the applicable Options / # of issued and outstanding Common Shares as of April 29, 2024 (285,864,348 Common Shares) x 100.
(2) Each Option entitles the holder to acquire one Common Share. The formula used for calculating the percentage of the class is as follows: # of Common Shares issuable upon exercise of the applicable Options / # of issued and outstanding Common Shares as of September 11, 2024 (285,864,348 Common Shares) x 100.

(3) Messrs. Jull, Abbott and McFarlane do not hold any compensation securities other than the Stock Options described in the table immediately above.
(4) Mr. Langley became a director of the Corporation on August 1, 2023.
(5) All Options are subject to the terms and conditions of the Option Plan, as further described in Stock Option Plan and Other Incentive Plans below. The Options vest in thirds, with one third vesting upon each of the first, second and third anniversaries of issuance. The Options expire six months after vesting.
(6) As at December 31, 2024 Mr. Jull held 5,415,000 Options and each Option entitles him to acquire one Common Share.
(7) As at December 31, 2024 Mr. Abbott held 5,615,001 Options and each Option entitles him to acquire one Common Share.
(8) As at December 31, 2024 Mr. McFarlane held 5,415,000 Options and each Option entitles him to acquire one Common Share.
(9) As at December 31, 2024 Mr. Miller held zero Options and each Option entitles him to acquire one Common Share.
(10) As at December 31, 2024 Mr. Sharma held 1,965,001 Options and each Option entitles him to acquire one Common Share.
(11) As at December 31, 2024 Mr. Zaidi held 1,400,000 Options and each Option entitles him to acquire one Common Share.
(12) As at December 31, 2024 Mr. Langley held 1,300,000 Options and each Option entitles him to acquire one Common Share.
(13) As at December 31, 2024 Mr. Carnie held 1,300,000 Options and each Option entitles him to acquire one Common Share.

Compensation securities were exercised by directors or Named Executive Officers of the Corporation during the most recently completed financial year as set forth below.

Exercise of Compensation Securities by Directors and NEOs
Name and Position	Type of Compensation Security	Number of Underlying Securities Exercised	Exercise Price Per Security ($)	Date Of Exercise	Closing Price Per Security on Date of Exercise ($)	Difference Between Exercise Price and Closing Price on Date of Exercise ($)	Total Value on Exercise Date ($)
Marshall Abbott CEO and Director	Stock Options	800,000	$0.05	January 15, 2024	$0.32	$0.27	216,000
Marshall Abbott CEO and Director	Stock Options	816,666	$0.13	January 15, 2024	$0.32	$0.19	155,167
Marshall Abbott CEO and Director	Stock Options	660,555	$0.28	January 15, 2024	$0.32	$0.17	26,421
Grant Carnie Director	Stock Option	333,333	$0.26	March 28, 2024	$0.40	$0.14	46,667
Ravi Sharma Director	Stock Option	83,334	$0.26	March 28, 2024	$0.40	$0.14	11,667
Ravi Sharma Director	Stock Option	333,333	$0.13	July 2, 2024	$0.475	$0.345	115,000
Ravi Sharma Director	Stock Option	144,444	0.28	July 2, 2024	$0.475	$0.195	28,167
Anthony Zaidi Director	Stock Option	333,333	$0.13	July 2, 2024	$0.475	$0.345	115,000
Anthony Zaidi Director	Stock Option	144,444	0.28	July 2, 2024	$0.475	$0.195	28,167

Exercise of Compensation Securities by Directors and NEOs
Name and Position	Type of Compensation Security	Number of Underlying Securities Exercised	Exercise Price Per Security ($)	Date Of Exercise	Closing Price Per Security on Date of Exercise ($)	Difference Between Exercise Price and Closing Price on Date of Exercise ($)	Total Value on Exercise Date ($)
Gage Jull Director and Chairman of the Board	Stock Options	750,000	$0.13	July 2, 2024	$0.475	$0.345	258,750
Gage Jull Director and Chairman of the Board	Stock Options	505,000	$0.28	July 2, 2024	$0.475	$0.195	98,475
Joe McFarlane CFO	Stock Options	750,000	$0.13	July 2, 2024	$0.475	$0.345	258,750
Joe McFarlane CFO	Stock Options	505,000	$0.28	July 2, 2024	$0.475	$0.195	98,475
Phil Miller Senior VP Exploration	Stock Options	300,000	$0.31	September 24, 2024	$0.55	$0.24	24,000
Phil Miller Senior VP Exploration	Stock Options	300,000	$0.28	September 24, 2024	$0.55	$0.27	84,000

Stock Option Plan

The Corporation has implemented the Plan as an integral component of its compensation arrangement for Eligible Participants. A description of the Plan can be found under the heading "Annual and Special Meeting Business – Item 5- Approval of the Option Plan" in this Information Circular.

The purpose of the Option Plan is to provide an incentive to Eligible Participants to achieve the longer-term objectives of the Corporation; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Corporation; and to attract and retain persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation. The longer-term focus of the Option Plan complements and balances the short-term elements of the compensation program of the Corporation.

The Option Plan is administered by the Board of Directors and all decisions and interpretations of the Board of Directors respecting the Option Plan or Options granted thereunder shall be conclusive and binding on the Corporation and on the optionees. The Board of Directors may, at any time and from time to time, grant Options under the Option Plan on terms and conditions to be determined by the Board of Directors from time to time, subject to the conditions contained in the Option Plan and subject to the policies of the TSXV. Previous grants of incentive stock options will not be taken into account when considering new grants.

As of the date hereof: (i) the Corporation has 17,296,668 Options outstanding under the Option Plan; and (ii) there remains for issuance under the Option Plan 11,289,767 Options, which together represents 10% of the currently outstanding Common Shares.

Employment, Consulting and Management Agreements

Employment agreements (the "Employment Agreements") were made with each of Named Executive Officer as of November 23, 2021. Pursuant to the Employment Agreements, each executive's salary was set at USD$270,000 per annum. Effective June 1, 2022, the salary for each executive was adjusted to USD$345,000 per annum. Effective January 1, 2024, the salary for each executive was adjusted to USD$455,400 per annum and effective January 1, 2025, the salary for each executive was adjusted to USD$500,940. The Employment Agreements provide that the executive may also be entitled to an award under the Corporation's short or long term incentives at the discretion of the Board of Directors. If the executive's employment agreement is terminated by the Corporation without just cause or by the executive for good reason, the executive shall be entitled to all accrued and unpaid base salary and vacation pay, plus the aggregate of (i) a retiring allowance equal to two times annual base salary; (ii) an amount equal to 15% of such amount to compensate for loss of other benefits and perquisites; and (iii) a lump sum payment in lieu of cash bonus equal to the cash bonus received by the executive during the previous two calendar years, divided by two.

Effective April 9, 2024 the Employment Agreements were amended to amend the definitions of "Change of Control" and "Good Reason".

Estimated Incremental Payments on Termination Without Cause

The following table sets forth the estimated incremental payments and benefits that would be received following termination without cause of the Named Executive Officers had such event occurred on December 31, 2024:

Name	Employment Agreements(1) ($)	Stock Option Plan(2) ($)	Bonus ($)	Total ($)
Gage Jull
Director and
Chairman of the
Board	1,322,283	nil	1,175,647	2,497,930
Marshall Abbott
CEO and Director	1,322,283	nil	1,238,147	2,560,430
Joe McFarlane
CFO	1,322,283	nil	1,175,647	2,497,930
Phil Miller
Senior VP
Exploration	95,833	nil	nil	95,833

Notes:

(1) The employment agreements of the relevant Named Executive Officers provide for a termination payment upon a change of control or termination without just cause or other such events as described above, under the heading "Employment, Consulting and Management Agreements."
(2) Vesting of stock options is not accelerated upon termination without cause.

Estimated Incremental Payments on Change of Control

The following table sets forth the estimated incremental payments and benefits that would be received by the Named Executive Officers following a change of control had such event occurred on December 31, 2024.

Name	Employment Agreements ($)	Stock Option Plan^{(2)} ($)	Bonus ($)	Total ($)
Gage Jull
Director and Chairman
of the Board	1,149,811	nil	2,915,762	4,065,573
Marshall Abbott
CEO and Director	1,149,811	nil	3,074,095	4,223,906
Joe McFarlane
CFO	1,149,811	nil	2,915,762	4,065,573
Phil Miller
Senior VP Exploration	242,000	nil	47,500	289,500

Notes:

(2) As provided for in the Option Plan, upon a change of control all unvested Options shall vest and become immediately exercisable. Value is calculated based on the difference between the exercise of the Options and the closing price of the Common Shares on the TSXV on December 31, 2024, being $0.455. Includes both Stock Options.

Oversight and Description of Named Executive Officer Compensation

Compensation Objectives and Process

In assessing the compensation of its executive officers during 2024, the Corporation relied mainly on discussion between the Compensation Committee and the Board of Directors. The Compensation Committee reviews and recommends to the Board of Directors, among other things, policies in the following areas: corporate compensation and benefits policies, especially executive compensation, including the compensation of the CEO; terms and conditions of employee benefit plans, if any; employment agreements relating to the CEO and other executive officers of the Corporation; stock option grants to officers and employees of the Corporation; and directors' compensation. The Board of Directors is responsible for setting the overall compensation strategy of the Corporation and administering the Corporation's executive compensation program with input from the CEO and Compensation Committee in respect of all executive officers. As part of its mandate, the Board of Directors approves the remuneration of the Corporation's executive officers upon the recommendation of the Compensation Committee, including the Named Executive Officers of the Corporation. The Board of Directors is also responsible for reviewing the Corporation's compensation policies and guidelines generally.

The objective of the Corporation's executive compensation program is to motivate, reward and retain management talent needed to achieve the Corporation's business objectives. The compensation program is designed to ensure that compensation is competitive with other companies of similar size and is commensurate with the experience, performance and contribution of the individuals involved and the overall performance of the Corporation. In evaluating performance, the Board of Directors gives consideration to the Corporation's long-term interests and quantitative financial objectives, as well to the qualitative aspects of the individual's performance and achievements.

Compensation for directors of the Corporation, if any, is also determined by the Board of Directors upon the recommendation of the Compensation Committee.

Elements of Compensation

The Corporation's executive compensation program is comprised of three principal components: base salary, incentive bonus plan and awards granted pursuant to the Option Plan.

Executive officers are paid a base salary to compensate them for providing the leadership and specific skills needed to fulfill their responsibilities. The payment of base salaries is an important component of the Corporation's compensation program and serves to attract and retain qualified individuals. Base salaries for all employees of the Corporation are established for each position through comparative salary surveys of similar type and size corporations. In determining base salaries, the Board of Directors takes into account the knowledge of the industry and the financial resources of the Corporation.

Incentive bonuses, in the form of cash payments, are designed to add a variable component of compensation based on corporate and individual performance for executive officers and employees. Bonuses also serve as a retention incentive for executive officers so that they remain in the employ of the Corporation. In 2024, a number of significant milestones took place that were considered by the Compensation Committee when awarding bonuses and compensation including the successful horizontal well program at Carrizales Norte, savings to drilling costs, the increase in production, the increase in the Company's reserves, executing on the capital program, and other financial matters. The Compensation Committee and Board of Directors weighted the above events by evaluating the expected current and future value to shareholders when awarding Incentive bonuses.

Awards pursuant to the Option Plan are intended to enhance the Corporation's long-term performance by rewarding executive officers for maximizing shareholder value over time. In determining the awards to be granted to executive officers, the Board of Directors takes into account the individual's position, scope of responsibility, ability to affect profits and shareholder value and the value of the options in relation to other elements of the individual executive officer's total compensation.

For significant elements of compensation awarded to, earned by, paid or payable to each named executive officer, please see disclosure in "Part II – Statement of Executive Compensation".

Pension Disclosure

The Corporation does not have a pension plan or any other plan that provides for payments or benefits at, following or in connection with retirement and is not currently providing a pension to any directors of the Corporation or Named Executive Officers. The Corporation does not have a deferred compensation plan.

Securities Authorized for Issuance Under Equity Compensation Plans

Set out below is information pertaining to the Corporation's Option Plan as at the year ended December 31, 2024:

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 (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	24,795,002	$0.3169	3,791,433 (1)
Equity compensation plans not approved by security holders	nil	nil	nil

Total	24,795,002	$0.3169	3,791,433

Notes:
(1) The formula used for calculating the number of securities remaining available for future issuance under the Option Plan is as follows: # of issued Shares X 10% — # of issued Options = # of Options available for future issuance

Indebtedness of Directors and Executive Officers

During 2023, the Company granted loans to Mr. Gage Jull, Mr. Marshall Abbott and Mr. Joe McFarlane for US$225,000 each in the form of promissory notes, which are due on demand and bear interest at the average Bank of Canada Interbank Rate (currently 5%). As at August 11, 2025, the loans granted to Messrs. Jull, Abbott and McFarlane are outstanding, are payable on demand and are not subject to guarantee, support agreement or letter of credits.

AGGREGATE INDEBTEDNESS (4)
Purpose	To the Company or its Subsidiaries	To Another Entity
(a)	(b)	(c)
Share Purchases	Nil	Nil
Other	$971,223^{(1)}	Nil

Notes:
(1) The total amount of indebtedness as at December 31, 2024 was US$ 675,000 and was converted to Cad using the closing exchange rate of 0.695 Cad per USD 1 as of such date.

PART IV — CORPORATE GOVERNANCE DISCLOSURE

In 2005, the Canadian Securities Administrators created National Policy 58-201 - Corporate Governance Guidelines (the "Policy") and National Instrument 58-101 - Disclosure of Corporate Governance Practices, Form 58-101F1 and Form 58-101F2. The Policy addresses matters such as the constitution and independence of corporate boards, the functions to be performed by boards and their committees, and the effectiveness and education of board members. Below is the Corporation's corporate governance disclosure prescribed by Form 58-101F2 - Corporate Governance Disclosure (Venture Issuers) with respect to matters set out under the Policy.

Board of Directors

The Board of Directors is currently comprised of five directors, three of whom are independent within the meaning of "independent" as defined in Section 1.4 National Instrument 52-110 - Audit Committees. The following individuals are considered independent directors: Grant M. Carnie, Ian Langley and Ravi Sharma. Neither Gage Jull nor Marshall Abbott is considered to be independent because they are also executive officers of the Corporation.

In order to facilitate independent judgment, members of the Board of Directors recuse themselves from the discussion of and voting on any matters of the Corporation which may be perceived to place them in a conflict of interest.

Directorships

The following directors of the Corporation are also currently directors of other reporting issuers as set out below as of the date hereof:

Name	Name and Jurisdiction of Reporting Issuer	Name of Trading Market	Position	From	To
Gage Jull
Executive Chairman	Tryptamine Therapeutics Inc., Australia	ASX	Director	September 2020	Present
	Rize Oncology Inc., Canada	CSE
(Delisted May 2025)	Director
Member of the Audit Committee	October 2021	Present
Ian Langley
Director	Airswift Global AS
Stavanger, Norway	OSL	Chairman	June 2018	Present

Orientation and Continuing Education

Each new director is given an outline of the nature of the Corporation's business, its corporate strategy, and current issues within the Corporation. New directors are also required to meet with management of the Corporation to discuss and better understand the Corporation's business and are given the opportunity to meet with counsel to the Corporation to discuss their legal obligations as directors of the Corporation.

In addition, management of the Corporation takes steps to ensure that its directors and officers are continually updated as to the latest corporate and securities policies which may affect the directors, officers and committee members of the Corporation as a whole. The Corporation continually reviews the latest securities rules and policies and is on the mailing list of the TSXV to receive updates to any of those policies. Any such changes or new requirements are then brought to the attention of the Corporation's directors either by way of director or committee meetings or by direct communication from management to the directors.

Ethical Business Conduct

To encourage and promote a culture of ethical business conduct, the Board of Directors has established a Whistleblower Policy which details the complaint procedure for financial concerns, an Insider Trading Blackout Policy which details the Corporation's policies ensuring strict compliance by all Insiders with the prohibition against insider trading, a Compliance with Anti-Corruption Laws Policy which ensures fair business dealings by prohibiting payment of any kind to government officials in order to gain improper advantages, and a Code of Business Conduct and Ethics (the "Policies"). The full text of each of the Policies is available free of charge to any person upon request to the Corporation at 203, 2303 4 Street SW T2S 2S7, Calgary, Alberta (Telephone: 403-237-5700).

In addition to the Policies, as some of the directors of the Corporation also serve as directors and officers of other companies engaged in similar business activities, the Board of Directors must comply with the conflict of interest provisions of the ABCA, as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors which evoke any such conflict.

Nomination of Directors

The Board of Directors is responsible for identifying new candidates for board nomination after consideration of the interests, independence and experience of the individual directors and the independence and experience requirements of the TSXV and the rules and regulations of applicable law. The Board also has responsibility for assessing the performance of the Board of Directors as a whole, the committees of the Board of Directors and the individual directors. The size of the Board of Directors allows for consistent communication amongst the directors and management with respect to matters of effectiveness.

Compensation

The compensation for the directors, CEO and senior management is approved by the Board, after receiving a recommendation from the Compensation Committee. The Compensation Committee is comprised of at least one independent director and is responsible for making recommendations regarding compensation for the CEO, senior management executive officers, and directors by reviewing compensation in light of the employee's role. The Compensation Committee reviews competitive market data as publicly disclosed by corporations of similar type and size for compensation of directors and officers of the Corporation and makes recommendations to the Board of Directors regarding the format and quantum of such compensation. As part of this process, external consultants may be engaged by the Compensation Committee from time to time to conduct a competitive review of and to make specific recommendations on compensation for directors and officers of the Corporation.

The Compensation Committee Charter was adopted and approved on October 2, 2018, re-approved on February 10, 2020.

Audit Committee

Under National Instrument 52-110 - Audit Committee, the Corporation is required to disclose information with respect to its audit committee, including the composition of the audit committee, the text of its audit committee charter (which was adopted and approved on October 2, 2018 and re-approved on February 10, 2020) and the fees paid to the external auditor. Such information is attached as Appendix A.

Other Board Committees

In addition to the Audit and Compensation committees, the Board of Directors has established the following committees:

Reserves Committee

The Reserves Committee is comprised of three (3) independent directors and, among other things, assists the Board of Directors with its oversight responsibilities with respect to evaluating and reporting on the Corporation's oil and gas reserves. The Reserves Committee Charter was adopted and approved on November 27, 2018, re-approved on February 10, 2020.

Environmental, Social and Governance Committee

The ESG Committee is comprised of three (3) directors and, among other things, assists the Board of Directors in fulfilling its oversight responsibilities with respect to the Corporation's social responsibility and sustainability management. The ESG Committee Charter was adopted and approved on June 6, 2022.

Assessments

The size of the Board of Directors and management team allows for consistent communication amongst the directors and management with respect to matters of effectiveness.

PART V – ADDITIONAL INFORMATION

Additional information relating to the Corporation is available under the Corporation's profile on the SEDAR+ website at www.sedarplus.ca/landingpage/.

Financial information in respect of the Corporation and its affairs is provided in the Corporation's annual financial statements for the year ended December 31, 2024 and the related management's discussion and analysis. Copies of the Corporation's financial statements and related management's discussion and analysis are available on SEDAR+ at www.sedarplus.ca/landingpage/ and will be sent by the Corporation to any Shareholder upon request by calling (403) 237-5700.

APPENDIX A — AUDIT COMMITTEE OF ARROW EXPLORATION CORP.

AUDIT COMMITTEE CHARTER

MANDATE

The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by Arrow Exploration Corp. (the "Company") to regulatory authorities and shareholders, the Company's systems of internal controls regarding finance and accounting, and the Company's auditing, accounting and financial reporting processes. Consistent with this function, the Audit Committee will encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels. The Audit Committee's primary duties and responsibilities are to:

serve as an independent and objective party to monitor the Company's financial reporting and internal control systems and review the Company's financial statements;
review and appraise the performance of the Company's external auditors; and
provide an open avenue of communication among the Company's auditors, financial and senior management and the Board of Directors.

COMPOSITION

The Audit Committee shall be comprised of three directors as determined by the Board of Directors, the majority of whom shall be free from any relationship that, in the opinion of the Board of Directors, would reasonably interfere with the exercise of his or her independent judgment as a member of the Audit Committee. At least one member of the Audit Committee shall have accounting or related financial management expertise. All members of the Audit Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Audit Committee's Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company's financial statements. The members of the Audit Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders' meeting.

MEETINGS

The Audit Committee shall meet at least four times annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Audit Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties, the Audit Committee shall:

Documents/Reports Review

(a) Review and update this Charter annually.

(b) Review the Company's financial statements, MD&A and any annual and interim earnings, press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

(c) Confirm that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements.

A-1

A-2

External Auditors

(a) Review annually, the performance of the external auditors who shall be ultimately accountable to the Board of Directors and the Audit Committee as representatives of the shareholders of the Company.

(b) Obtain annually, a formal written statement of the external auditors setting forth all relationships between the external auditors and the Company, consistent with the Independence Standards Board Standard 1.

(c) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.

(d) Take, or recommend that the full Board of Directors, take appropriate action to oversee the independence of the external auditors.

(e) Recommend to the Board of Directors the selection and compensation and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

(f) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company's accounting principles, internal controls and the completeness and accuracy of the Company's financial statements.

(g) Review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.

(h) Review with management and the external auditors the audit plan for the year end financial statements and intended template for such statements.

(i) Review and pre-approve all audit and audit related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company's external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:

(i) the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of fees paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;

(ii) such services were not recognized by the Company at the time of the engagement to be non-audit services; and

(iii) such services are promptly brought to the attention of the Audit Committee by the Company and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Audit Committee. Provided the pre-approval of the non-audit services is presented to the Audit Committee's first scheduled meeting following such approval, such authority may be delegated by the Audit Committee to one or more independent members of the Audit Committee.

Financial Reporting Processes

(a) In consultation with the external auditors, review with management the integrity of the Company's financial reporting process, both internal and external.

(b) Consider the external auditors' judgments about the quality and appropriateness of the Company's accounting principles as applied in its financial reporting.

(c) Consider and approve, if appropriate, changes to the Company's auditing and accounting principles and practices as suggested by the external auditors and management.

(d) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.

(e) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

(f) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.

(g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

(h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.

(i) Review certification process.

(j) Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Other

Review any related party transactions.

Adopted and approved by the Board on October 2, 2018 and re-approved on February 10, 2020.

Composition of the Audit Committee

The Audit Committee of the Corporation is composed of the following individuals:

Ian Langley	Independent(1)	Financially literate(3)
Gage Jull	Non-Independent(1)(2)	Financially literate(3)
Grant Carnie	Independent(1)	Financially literate(3)

Notes:

(1) A member of an audit committee is independent if the member has no direct or indirect material relationship with the Corporation which could, in the view of the Board, reasonably interfere with the exercise of a member's independent judgment.

(2) Mr. Jull is deemed not to be independent because he is Chairman of the Board of Directors.

(3) An individual is financially literate if he has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation's financial statements.

Relevant Education and Experience

Mr. Langley was founder and is now chairman of Airswift Global AS. The company had billings of more $1 billion for 2022. Mr. Langley oversaw continuous global organic expansion for over 30 years and also completed more than ten (10) merger and acquisition transactions, including four private equity investments and two listed bond transactions. Mr. Langley is also the current chair of the Airswift Audit Committee. In addition to Airswift, Mr. Langley chairs two other private equity investments EPI Group Ltd and Boston Energy Ltd.

Mr. Jull has acted as a co-founder and CEO of Bordeaux Capital Inc., a financial services advisory firm primarily doing business in the natural resources sector. Mr. Jull has completed over 200 M&A and financing transactions during his career and also currently acts as the Chair of the Audit Committee of two other reporting issuers: TRYP

Therapeutics Inc. and GeneTether Therapeutics Inc. Mr. Jull holds a B.Sc. and MBA as well as both P.Eng and CFA designations.

Mr. Carnie has over 40 years of oil and gas experience and has served as Director for multiple public and private entities. Most recently served as Director of SFC Energy Partners, a private equity partnership focused on oil and gas opportunities operating onshore North America. Included in his role at SFC, Mr. Carnie was on the Board of several private portfolio companies.

Audit Committee Oversight

At no time since the commencement of the Corporation's most recently completed financial year has a recommendation of the Audit Committee to nominate or compensate an external auditor not been adopted by the Corporation's board of directors.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completed financial year has the Corporation relied on an exemption contained in Sections 2.4, 6.1.1(4), 6.1.1(5) and 6.1.1(6) of National Instrument 52-110 – Audit Committees ("NI 52-110) or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Corporation's external auditors in each of the last two fiscal years are as follows:

Financial Period Ending December 31	Audit Fees ($)	Audit Related Fees^{(1)} ($)	Tax Fees^{(2)} ($)	All Other Fees ($)
2024	247,500	-	16,205	-
2023	233,550	115,000	-	-

Note:

(1) The aggregate fees billed for audit related services for assurance and related services by the Corporation's auditor's external auditor that are reasonably related to the performance of the audit or review of the Corporation's financial statements. This includes a statutory audit in Switzerland as required locally.
(2) The aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning.
(3) The aggregate fees billed for products and services provided by the Corporation's external auditor, other than services captured under "Audit Fees", "Audit Related Fees" and "Tax Fees".

Exemption

The Corporation is relying upon the exemption in section 6.1 of NI 52-110.

A-4

APPENDIX B
STOCK OPTION PLAN
(AUGUST 8, 2023)

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 DEFINITIONS

As used herein, unless anything in the subject matter or context is inconsistent therewith, the following terms shall have the meanings set forth below:

“Administrator” means such director or other senior officer or employee of the Company as may be designated as Administrator by the Board from time to time;

“Award Date” means the date on which the Board grants and announces a particular Option;

“Blackout Period” means a period: (i) formally imposed by the Company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed material information; (ii) during which an Option Holder is prohibited from exercising, redeeming, or settling their Options; and (iii) which expires after the general disclosure of such material undisclosed information.

“Board” means the board of directors of the Company;

“Company” means Arrow Exploration Corp. and any subsidiary thereof, (within the meaning of the Securities Act), as the context may apply;

“Consultant” means, in relation to the Company, an individual (other than a Director, Officer or Employee of the Issuer or of any of its subsidiaries) or company that:

(a) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Issuer or to any of its subsidiaries, other than services provided in relation to a distribution of securities;

(b) provides the services under a written contract between the Company or any of its subsidiaries and the individual or the Company, as the case may be; and

(c) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Issuer or of any of its subsidiaries.

“Consultant Company” means a Consultant that is a company.

“Director” means a director, Officer or Management Company Employee of the Company or any of its subsidiaries.

“Eligible Participant” means a Director, Employee or Consultant of the Company, or any other individual or person who may be granted an Option pursuant to the requirements of the Exchange.

“Employee” means:

(a) an individual considered an employee under the Income Tax Act, Canada and for whom income tax and other deductions must be made at source;

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(b) an individual who works full time for the Company or a subsidiary providing services normally provided by an employee of the Company and who is subject to the same control and direction by the Company or its subsidiary over the details and methods of work as an employee of the Issuer or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source; or

(c) an individual who works for the Company on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Issuer or its subsidiary over the details and methods of work as an employee of the Issuer or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source.

"Exchange" means the TSX Venture Exchange;

"Exercise Notice" means the notice respecting the exercise of an Option, in the form set out as Schedule "B" hereto, duly executed by the Option Holder;

"Exercise Period" means the period during which a particular Option may be exercised, being the period from and including the Award Date through to and including the Expiry Date;

"Exercise Price" means the price at which an Option may be exercised as determined in accordance with section 3.6;

"Expiry Date" means the date determined in accordance with section 3.3 and after which a particular Option cannot be exercised;

"Insider" means a Director or senior officer of the Company, a director or senior officer of a company that is an Insider or subsidiary of the Company, or a person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the Company.

"Investor Relations Service Provider" includes any Consultant that performs Investor Relations Activities and any Director, Officer or Employee whose role and duties primarily consist of Investor Relations Activities.

"Investor Relations Activities" has the meaning ascribed thereto in the Exchange's corporate finance manual;

"Management Company Employee" means an individual employed by a Company providing management services to the Issuer, which services are required for the ongoing successful operation of the business enterprise of the Issuer;

"Officer" means an officer (as defined under Securities Laws) of the Company or of any of its subsidiaries.

"Option" means an option to acquire Shares, awarded to a Director, Employee or Consultant pursuant to the Plan;

"Option Certificate" means the certificate issued by the Corporation evidencing an Option;

"Option Holder" means a current or former Director, Employee or Consultant who holds an unexercised and unexpired Option or, where applicable, the Personal Representative of such person;

"Personal Representative" means (i) in the case of a deceased Option Holder, the executor or administrator of the deceased duly appointed by a court or public authority having jurisdiction to do so; and (ii) in the case of an Option Holder who for any reason is unable to manage his or her affairs, the person entitled by law to act on behalf of such Option Holder;

"Plan" means this stock option plan;

"Securities Act" means the Securities Act (Alberta); and

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"Share" or "Shares" means, as the case may be, one or more common shares without par value in the capital of the Company.

"VWAP" means the volume weighted average trading price of the Company's listed shares on the Exchange calculated by dividing the total value by the total volume of such securities traded for the five trading days immediately preceding the exercise of the subject stock option. Where appropriate, the Exchange may exclude internal crosses and certain other special terms trades from the calculation.

Other capitalized terms used but not specifically defined in this Plan have the meanings ascribed to them in the Exchange's corporate finance policies, including Exchange Policy 1.1 – Interpretation.

1.2 CHOICE OF LAW

The Plan is established under, and the provisions of the Plan shall be interpreted and construed solely in accordance with, the laws of the Province of Alberta.

1.3 HEADINGS

The headings used herein are for convenience only and are not to affect the interpretation of the Plan.

ARTICLE 2

PURPOSE AND PARTICIPATION

2.1 PURPOSE

The purpose of the Plan is to provide the Company with a Share related mechanism to attract, retain and motivate Eligible Participants, to reward such of those persons by the grant of options under the Plan by the Board from time to time for their contributions toward the long term goals of the Company and to enable and encourage such persons to acquire Shares as long term investments.

2.2 PARTICIPATION

Eligible Participants are eligible to participate in this Plan and to be granted Options hereunder. Except in relation to Consultant Companies, Options may be granted only to an individual or to a company that is wholly-owned by individuals entitled to receive Options hereunder. Any company which is granted Options, other than a Consultant Company, must agree, as a condition to such grant not to effect or permit any transfer of ownership or option of securities of it nor to issue further shares of any class to any other individual or entity as long as the Options remain outstanding, except with the prior written consent of the Exchange.

The Board shall, from time to time, in its sole discretion determine those Eligible Participants, if any, to whom Options are to be awarded. If the Board elects to award an Option to a Director, the Board shall, in its sole discretion but subject to section 3.2, determine the number of Shares to be acquired on the exercise of such Option. If the Board elects to award an Option to an Employee or Consultant, the number of Shares to be acquired on the exercise of such Option shall be determined by the Board in its sole discretion, and in so doing the Board may take into account the following criteria:

(a) the person's remuneration as at the Award Date in relation to the total remuneration payable by the Company to all of its Employees and Consultants as at the Award Date;

(b) the length of time that the person has provided services to the Company; and

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When Options are granted to Employees or Consultants, the Company and the grantee are both responsible for ensuring and confirming that the grantee is a bona fide Employee or Consultant, as the case may be.

2.3 NOTIFICATION OF AWARD

Following the approval by the Board of the awarding of an Option, the Administrator shall notify the Option Holder in writing of the award and shall enclose with such notice the Option Certificate representing the Option so awarded.

2.4 COPY OF PLAN

Each Option Holder, concurrently with the notice of the award of the Option, shall be provided with a copy of this Plan. A copy of any amendment to the Plan shall be promptly provided by the Administrator to each Option Holder.

2.5 LIMITATION ON RIGHTS

This Plan does not give any Option Holder who is a Director the right to serve or continue to serve as a Director, nor does it give any Option Holder who is an Employee or Consultant the right to be or to continue to be employed or engaged by the Company.

No Option granted under this Plan shall grant an Option Holder any rights as a Shareholder.

ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS

3.1 BOARD TO ALLOT SHARES

The Shares to be issued to Option Holders upon the exercise of Options shall be allotted and authorized for issuance by the Board prior to the exercise thereof. The Board is authorized to set all other terms and conditions of the Options, subject to the terms of the Plan and the rules of the Exchange.

3.2 NUMBER OF SHARES

The maximum number of Shares issuable under the Plan at any time, plus the number of Shares reserved for issue under all other security based compensation plans, shall not exceed 10% of the number of Shares of the Company issued and outstanding as of each Award Date, inclusive of all Shares presently reserved for issuance pursuant to previously granted stock options, unless approved by the Exchange and requisite Shareholder approval, if any, is obtained in advance in accordance with section 6.5 thereof.

Options that have been cancelled, surrendered (other than Options surrendered pursuant to the Net Exercise Right (as defined herein), forfeited or that have expired without being exercised in full shall continue to be issuable under the Plan.

3.3 TERM OF OPTION

Subject to section 3.6, the Expiry Date of an Option shall be the date so fixed by the Board at the time the particular Option is awarded, provided that such date shall not be later than the tenth anniversary of the Award Date of the Option.

3.4 EXTENSION IN THE EVENT OF BLACKOUT

If an option granted under this Plan expires while the holder thereof is subject to a Blackout Period, the expiry date of such option(s) shall automatically be extended to the date that is ten (10) business days after the conclusion of the Blackout Period. Following the expiry of the Blackout Period, the Company shall promptly notify each holder of such

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options that the Blackout Period has expired and of the extended expiry date of their options pursuant to this Section 3.4.

3.5 GRANT LIMITATIONS

Unless the Corporation has obtained the requisite disinterested Shareholder approval, the maximum aggregate number of Shares that are issuable pursuant to all security based compensation:

(a) granted or issued to Insiders (as a group) must not exceed 10% of the issued and outstanding Shares at any point in time;

(b) granted or issued in any 12 month period to Insiders (as a group) must not exceed 10% of the issued and outstanding Shares, calculated as at the date any security based compensation is granted or issued to any Insider; and

(c) granted or issued in any 12 month period to any one person (or any Companies that are wholly owned by that person) must not exceed 5% of the Issued Shares of the Issuer, calculated as at the Award Date.

The total number of Shares issuable pursuant to Options to any one Consultant shall not exceed 2% of the issued and outstanding Shares of the Company at the Award Date.

The maximum aggregate number of Shares issuable pursuant to all Options granted in any 12 month period to all Investor Relations Service Providers must not exceed 2% of the Issued Shares of the Issuer, calculated as at the Award Date.

3.6 TERMINATION OF OPTION

An Option Holder may exercise an Option that has vested in whole or in part at any time or from time to time during the Exercise Period provided that, with respect to the exercise of part of an Option, the Board may at any time and from time to time fix limits, vesting requirements or restrictions in respect of which an Option Holder may exercise part of any Option held by him. Any Option or part thereof not exercised within the Exercise Period shall terminate and become null, void and of no effect as of 5:00 p.m. (Calgary time) on the Expiry Date. The Expiry Date of an Option shall be the earlier of the date so fixed by the Board in accordance with section 3.3 above, and the date established, if applicable, in subsections (a) to (c) below.

(a) Death

In the event that the Option Holder should die while he or she is still (i) a Director, Officer or Employee, (other than an Employee performing Investor Relations Activities) the Expiry Date shall be 12 months from the date of death of the Option Holder; or (ii) a Consultant, or an Employee performing Investor Relations Activities, the Expiry Date shall be one month from the date of death of the Option Holder.

(b) Ceasing to Hold Office

In the event that the Option Holder holds his or her Option as Director and such Option Holder ceases to be a Director of the Company other than by reason of death, the Expiry Date of the Option shall be the 90th day following the date the Option Holder ceases to be a Director of the Company unless the Option Holder continues to be engaged by the Company as an Employee or Consultant, in which case the Expiry Date shall remain unchanged. However, if the Option Holder ceases to be a Director of the Company as a result of:

(i) ceasing to meet the qualifications set forth in section 105 of the Business Corporations Act (Alberta); or

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(ii) a special resolution having been passed by the members of the Company pursuant to sections 108 and 109 of the Business Corporations Act (Alberta),

then the Expiry Date shall be the date the Option Holder ceases to be a Director of the Company.

In the event that the Option Holder holds his or her Option as an Employee or Consultant of the Company (other than an Employee or Consultant performing Investor Relations Activities) and such Option Holder ceases to be an Employee or Consultant of the Company other than by reason of death, the Expiry Date of the Option shall be the 30th day following the date the Option Holder ceases to be an Employee or Consultant of the Company unless the Option Holder ceases to be such as a result of:

(i) termination for cause; or
(ii) an order of the Alberta Securities Commission, the Exchange, or any regulatory body having jurisdiction to so order,

in which case the Expiry Date shall be the date the Option Holder ceases to be an Employee or Consultant of the Company.

(d) Ceasing to Perform Investor Relations Activities

Notwithstanding the paragraph (c) immediately above, in the event that the Option Holder holds his or her Option as an Employee or Consultant of the Company who provides Investor Relations Activities on behalf of the Company, and such Option Holder ceases to be an Employee or Consultant of the Company other than by reason of death, the Expiry Date shall be the date the Option Holder ceases to be an Employee or Consultant of the Company.

3.7 ADJUSTMENTS

(a) For the purposes of this section, "Change of Control" shall include:

(i) the acquisition by any persons acting jointly or in concert (as determined by the Securities Act (Alberta)), whether directly or indirectly, of common shares of the Company that, together with all other common shares of the Company held by such persons, constitute in the aggregate more than 50% of all outstanding voting securities of the Company;
(ii) an amalgamation, arrangement or other form of business combination of the Company with another corporation that results in the holders of voting securities of that other corporation holding, in the aggregate, more than 50% of all outstanding voting securities of the corporation resulting from the business combination;
(iii) the sale, lease or exchange of all or substantially all of the property of the Company to another person, other than in the ordinary course of business of the Company or to a related entity; or
(iv) any other transaction that is deemed to be a "Change of Control" for the purposes of this Plan by the Board in its sole discretion.

(b) The number of Shares delivered to an Option Holder upon exercise of an Option must be adjusted in the following events and manner, subject to the right of the Board to make such additional or other adjustments as it considers appropriate in the circumstances:

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(i) upon a subdivision of the Shares into a greater number of Shares, a consolidation of the Shares into a lesser number of Shares or the issue of a stock dividend to holders of the Shares (other than dividends in the ordinary course), the number of Shares authorized to be issued under the Plan, the number of Shares receivable on the exercise of an option and the exercise price thereof will be increased or reduced proportionately and the Company will deliver upon the exercise of an option, in addition to or in lieu of the number of optioned shares in respect of which the right to purchase is being exercised and without the Option Holder making any additional payment, such greater or lesser number of Shares as results from the subdivision, consolidation or stock dividend; and

(ii) upon a capital reorganization, reclassification or change of the Shares, a consolidation, merger, amalgamation, arrangement or other form of corporate reorganization or combination of the Company with another corporation or a sale, lease or exchange of all or substantially all of the assets of the Company, the Company will deliver upon exercise of an Option, in lieu of the optioned Shares in respect of which the right to purchase is being exercised, the kind and amount of shares or other securities or assets as result from such event,

provided that any such adjustment, other than in connection with a security consolidation or security split, shall be subject to prior acceptance by the Exchange.

The purpose of such adjustments is to ensure that any Option Holder exercising an Option after any such event will be in the same position as such Option Holder would have been in if he or she had exercised the Option prior to such event. Such adjustment will take effect at the time of the event giving rise to the adjustment, and the adjustments provided for in this subsection are cumulative.

(c) Notwithstanding any other provision herein, in the event of a proposed Change of Control, the Board may, as deemed necessary or equitable by the Board in its sole discretion, determine the manner in which all unexercised Options granted under the Plan will be treated including, for example, requiring the acceleration (conditionally or otherwise) of the time for the exercise of such Options by the Option Holder and of the time for the fulfillment of any conditions or restrictions on such exercise, subject to the rights provided to Option Holders set forth in subsection 3.7 (d). All determinations of the Board under this Section will be binding for all purposes of the Plan. If the Board elects to accelerate (conditionally or otherwise) the vesting of any or all outstanding Options immediately prior to the completion of any such transaction, it may also determine that all such outstanding Options will be purchased by the Company or a related entity for an amount per option equal to the "Transaction Price" (as defined below), less the applicable Exercise Price (except that where the Exercise Price exceeds the Transaction Price, the amount per option for such options will be $0.01), as of the date such transaction is determined to have occurred or as of such other date prior to the transaction closing date as the Board may determine. For purposes of this paragraph, "Transaction Price" means the fair market value of a Share based on the consideration payable in the applicable transaction as determined by the Board.

(d) If an Offer is made which, if successful, would result in a Change of Control, then all unexercised and unvested outstanding options shall immediately vest and become exercisable by the Option Holders, notwithstanding any other vesting provisions in the Plan or in an option agreement, as to all or any of the Shares in respect of which such options have not previously been exercised, but such shares may only be purchased for tender pursuant to such Offer. If for any reason such Shares are not taken up and paid for by the offeror pursuant to the Offer, any such Shares so purchased by an Option Holder shall be deemed to be cancelled and returned to the treasury of the Company, shall be added back to the number of Shares remaining available under the Plan and, upon presentation to the Company of share certificates representing such shares properly endorsed for transfer back to the Company, the Company shall refund to the Option Holder all consideration paid for such shares and, in such event, the Option Holder shall thereafter continue to hold the same number of unexercised and unvested outstanding options on the same terms and conditions, including the

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exercise price thereof, as were applicable thereto immediately prior to time the subject Offer was made. For purposes of this subsection, "Offer" means an offer made generally to the holders of Shares in one or more jurisdictions to acquire, directly or indirectly, Shares and which is in the nature of a "takeover bid" as defined in the Securities Act, as amended, and where the Offer is not exempt from the formal bid requirements of the Securities Act.

(e) The Company will not be required to issue fractional Shares or other securities under the Plan and any fractional interest in a Share or other security that would otherwise be delivered upon the exercise of an Option will be cancelled.

(f) Except as expressly provided in this Section or as determined by the Board, neither the issue by the Company of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to, the number of Shares that may be acquired on the exercise of any outstanding Option or the exercise price of any outstanding Option.

3.8 EXERCISE PRICE

The Exercise Price shall be that price per Share, as determined by the Board in its sole discretion, and announced as of the Award Date, at which an Option Holder may purchase a Share upon the exercise of an Option, provided that it shall not be less than the closing price of the Company's Shares traded through the facilities of the Exchange (or, if the Shares are no longer listed for trading on the Exchange, then such other exchange or quotation system on which the Shares are listed or quoted for trading) on the day preceding the Award Date, less any discount permitted by the Exchange, or such other price as may be required or permitted by the Exchange.

3.9 ASSIGNMENT OF OPTIONS

Options may not be assigned or transferred, and all Option Certificates will be so legended, including with any applicable Exchange legend, provided however that the Personal Representatives of an Option Holder may, to the extent permitted by section 4.1, exercise the Option within the Exercise Period.

3.10 RIGHT TO TERMINATE OPTIONS ON SALE OF COMPANY

Notwithstanding any other provision of this Plan, if the Board at any time by resolution declares it advisable to do so in connection with any proposed sale or conveyance of all or substantially all of the property and assets of the Company or any proposed merger, consolidation, amalgamation or offer to acquire all of the outstanding Shares (collectively, the "Proposed Transaction"), the Company may give written notice to all Option Holders advising them that, within 30 days after the date of the notice and not thereafter, each Option Holder must advise the Board whether the Option Holder desires to exercise its Options prior to the closing of the Proposed Transaction, and that upon the failure of an Option Holder to provide such notice within the 30-day period, all rights of the Option Holder will terminate, provided that the Proposed Transaction is completed within 180 days after the date of the notice. If the Proposed Transaction is not completed within the 180-day period, no right under any Option will be exercised or affected by the notice, except that the Option may not be exercised between the date of expiration of the 30-day period and the day after the expiration of the 180-day period. If an Option Holder gives notice that the Option Holder desires to exercise its Options prior to the closing of the Proposed Transaction, then all Options which the Option Holder elected by notice to exercise will be exercised immediately prior to the effective date of the Proposed Transaction or such earlier time as may be required to complete the Proposed Transaction.

3.11 EXERCISE RESTRICTIONS

The Board may, at the time an Option is awarded or upon renegotiation of the same, attach restrictions relating to the exercise of the Option, including vesting provisions, provided that no Options may vest before the date that is one year following date it is granted, subject to earlier vesting in those circumstances set forth in this Option Plan. In the event of the death of an Option Holder, their Options may be exercised within the earlier of the expiry date and a

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period of time not exceeding 12 months, and only to the extent the Optionee was entitled to exercise the Options at the date of death.

Notwithstanding the above, Options issued to Investor Relations Service Providers must vest in stages over at least twelve months with not more than one quarter of the Options vesting in any three month period.

All such restrictions shall be recorded on the applicable Option Certificate.

3.12 REPRESENTATIONS

For Options granted to Employees, Consultants or Management Company Employees, the Company will represent that the Option Holder is a bona fide Employee, Consultant or Management Company Employee, as the case may be.

ARTICLE 4 EXERCISE OF OPTION

4.1 EXERCISE OF OPTION

(a) An Option may be exercised only by the Option Holder or his Personal Representative. An Option Holder or his Personal Representative may exercise an Option in whole or in part, subject to any applicable exercise restrictions, at any time or from time to time during the Exercise Period up to 5:00 p.m. (Vancouver time) on the Expiry Date by delivering to the Administrator an Exercise Notice, the applicable Option Certificate and a certified cheque or bank draft payable to the Company in an amount equal to the aggregate Exercise Price of the Shares to be purchased pursuant to the exercise of the Option.

(b) Each Option Holder, other than Investor Relations Service Providers, shall have the alternative, when entitled to exercise an Option, to deal with such Option on a "net exercise" basis, (the "Net Exercise Right") in the manner set out and in accordance with the terms of this Plan. Without limitation, the Board may determine in its discretion that such Net Exercise Right, if any, grant an Option Holder the right to surrender such Option in whole or in part by notice in writing to the Company and in lieu of receiving Shares pursuant to the exercise of the Option, receive, that number of Shares, disregarding fractions, which is equal to the quotient obtained by:

(i) subtracting the Exercise Price from the VWAP of the Shares on the business day immediately prior to the exercise of the Net Exercise Right and multiplying the remainder by the number of Shares to be purchased pursuant to the exercise of the Option; and

(ii) dividing the net amount obtained under subsection 4.1(b)(i) by the VWAP of the Shares on the business day immediately prior to the exercise of the Net Exercise Right,

provided that the Option Holder pays to the Company an amount equal to the tax obligations applicable to the Shares to be purchased pursuant to the exercise of the Option or otherwise makes arrangements satisfactory to the Company in accordance with Section 4.5.

(c) Where an Option Holder chooses to use the Net Exercise Right, the Company shall make the election provided for in subsection 110(1.1) of the Income Tax Act (Canada) in circumstances where the Option Holder is otherwise eligible for the deduction provided for in paragraph 110(1)(d) of the Income Tax Act (Canada).

4.2 ISSUE OF SHARE CERTIFICATES

As soon as practicable following the receipt of the Exercise Notice, the Administrator shall cause to be delivered to the Option Holder a certificate for the Shares so purchased. If the number of Shares so purchased is less than the number of Shares subject to the Option Certificate surrendered, the Administrator shall forward a new Option

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Certificate to the Option Holder concurrently with delivery of the aforesaid share certificate for the balance of the Shares available under the Option.

4.3 CONDITION OF ISSUE

The issue of Shares by the Company pursuant to the exercise of an Option is subject to this Plan and compliance with the laws, rules and regulations of all regulatory bodies applicable to the issuance and distribution of such Shares and to the listing requirements of any stock exchange or exchanges on which the Shares may be listed. The Option Holder agrees to comply with all such laws, rules and regulations and agrees to furnish to the Company any information, report and/or undertakings required to comply with and to fully cooperate with the Company in complying with such laws, rules and regulations.

4.4 MONITORING OF TRADES

An Option Holder who performs Investor Relations Activities shall provide written notice to the Board of each of his trades of securities of the Company, within five business days of each trade.

4.5 WITHHOLDINGS

To the extent required under applicable law or regulation, the Company shall be entitled to take all reasonable and necessary steps, including the sale of any Shares issued upon the exercise of an Option (other than a redemption or purchase for cancellation), or obtain all reasonable or necessary indemnities, assurances or undertakings to satisfy any tax remittance obligations of the Company or any subsidiary to any taxing authorities arising in respect of the Option Holder's exercise of the Option granted or any other stock options heretofore granted by the Company to the Option Holder and the President of the Company be and is hereby appointed as the irrevocable attorney-in-fact for the Option Holder to take all such reasonable and necessary steps or Share sales. The Company does not accept responsibility for the price obtained on the sale of such Shares.

Option Holders (or their beneficiaries) shall be responsible for all taxes with respect to any Options under the Plan or any Option agreement, whether as a result of the grant or exercise of Options or otherwise. The Company makes no guarantee to any person regarding the tax treatment of Options or payments made under the Plan or any Option agreement and none of the Company, or any of its employees or representatives shall have any liability to the Option Holder with respect thereto.

ARTICLE 5 ADMINISTRATION

5.1 ADMINISTRATION

The Plan shall be administered by the Board, or an Administrator on the instructions of the Board or such committee of the Board formed in respect of matters relating to the Plan. The Board or such committee may make, amend and repeal at any time and from time to time such regulations not inconsistent with this Plan as it may deem necessary or advisable for the proper administration and operation of this Plan and such regulations shall form part of this Plan. The Board may delegate to the Administrator or any Director, Employee or officer of the Company such administrative duties and powers as it may see fit.

5.2 INTERPRETATION

The interpretation by the Board or its authorized committee of any of the provisions of this Plan and any determination by it pursuant thereto shall be final and conclusive and shall not be subject to any dispute by any Option Holder. No member of the Board or any person acting pursuant to authority delegated by the Board hereunder shall be liable for any action or determination in connection with this Plan made or taken in good faith and each member of the Board and each such person shall be entitled to indemnification with respect to any such action or determination in the manner provided for by the Company.

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ARTICLE 6
APPROVALS, AMENDMENTS AND TERMINATION

6.1 APPROVALS REQUIRED FOR PLAN

Prior to its implementation by the Company, this Plan is subject to the receipt of approval by the shareholders of the Company at a general meeting and approval of the Exchange.

6.2 PROSPECTIVE AMENDMENT

Subject to applicable regulatory approval, the Board may from time to time amend this Plan and the terms and conditions of any Option thereafter to be awarded and, without limiting the generality of the foregoing, may make such amendments for the purpose of meeting any changes in any relevant law, Exchange policy, rule or regulation applicable to this Plan, any Option or the Shares, or for any other purpose which may be permitted by all relevant laws, rules and regulations, provided always that any such amendment shall not alter the terms or conditions of any Option or impair any right of any Option Holder pursuant to any Option awarded prior to such amendment.

6.3 RETROACTIVE AMENDMENT

Subject to applicable regulatory approval, the Board may from time to time retroactively amend this Plan and may also, with the consent of the affected Option Holders, retroactively amend the terms and conditions of any Options which have been previously awarded.

6.4 EXCHANGE APPROVAL

With the consent of affected Option Holders, the Board may amend the terms of any outstanding Option so as to reduce the number of optioned Shares, increase the Exercise Price, or cancel an Option without Exchange approval. Any other amendment will be subject to receiving prior Exchange approval.

6.5 SHAREHOLDER APPROVAL

This Plan must be approved by the Company’s shareholders annually, at a duly called meeting of the shareholders. Shareholder approval (including disinterested shareholder approval) shall also be obtained when and if required by the applicable policies of the Exchange in connection with the grant, extension, reduction in exercise price or other amendment of any Option; provided that, notwithstanding the foregoing, disinterested Shareholder approval will be obtained for any reduction in the exercise price of an Option, or the extension of the term of an Option, if the holder is an Insider at the time of the proposed amendment.

6.6 TERMINATION

The Board may terminate this Plan at any time provided that such termination shall not alter the terms or conditions of any Option or impair any right of any Option Holder pursuant to any Option awarded prior to the date of such termination and notwithstanding such termination the Company, such Options and such Option Holders shall continue to be, governed by the provisions of this Plan.

6.7 AGREEMENT

The Company and every person to whom an Option is awarded hereunder shall be bound by and subject to the terms and conditions of this Plan.

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AI assistant

Arrow Exploration Corp. — Proxy Solicitation & Information Statement 2025

10428_rns_2025-08-19_1d1d82c7-b0b5-4945-ae66-25706486c882.pdf

TABLE OF CONTENTS

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT

GENERAL INFORMATION

Introduction

GLOSSARY

PART I – GENERAL PROXY-RELATED INFORMATION

Solicitation of Proxies

Appointment of Proxy

Without an Invite Code, proxyholders will not be able to attend and vote at the meeting.

How to Participate / Vote at the Meeting

Important Notice for Non-Registered Holders

To Participate Online

Caution

Revocability of Proxy

Advice to Beneficial Holders of Common Shares

Exercise of Discretion with Respect to Proxies

Signature on Proxies

Interest of Certain Persons in Matters to be Acted Upon

Voting Securities and Principal Holders of Voting Securities

PART II – ANNUAL AND SPECIAL MEETING BUSINESS

Item 1 — Receipt of the Financial Statements and Auditors' Report

Item 2 — Fixing Number of Directors

Item 3 — Election of Directors

Cease Trade Orders, Bankruptcies, Penalties or Sanctions of Proposed Directors

Item 4 — Appointment of Auditors

Item 5 — Approval of the Option Plan

Recommendation of the Board of Directors

Item 7 — Other Business

PART III – STATEMENT OF EXECUTIVE COMPENSATION

General

Stock Option Plan

Employment, Consulting and Management Agreements

Estimated Incremental Payments on Termination Without Cause

Notes:

Estimated Incremental Payments on Change of Control

Notes:

Oversight and Description of Named Executive Officer Compensation

Compensation Objectives and Process

Elements of Compensation

Pension Disclosure

Securities Authorized for Issuance Under Equity Compensation Plans

Indebtedness of Directors and Executive Officers

PART IV — CORPORATE GOVERNANCE DISCLOSURE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Audit Committee

Other Board Committees

Reserves Committee

Environmental, Social and Governance Committee

Assessments

PART V – ADDITIONAL INFORMATION

External Auditors

Financial Reporting Processes

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

Note:

Exemption

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 DEFINITIONS

1.2 CHOICE OF LAW

1.3 HEADINGS

ARTICLE 2

2.1 PURPOSE

2.2 PARTICIPATION

2.3 NOTIFICATION OF AWARD

2.4 COPY OF PLAN

2.5 LIMITATION ON RIGHTS

ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS

3.1 BOARD TO ALLOT SHARES

3.2 NUMBER OF SHARES

Arrow Exploration Corp. Proxy Solicitation & Information Statement 2025