CGX Energy Inc. - Proxy Solicitation & Information Statement 2025

cgx energy inc

CGX ENERGY INC.

333 Bay Street, Suite 2400 Toronto, Ontario M5H 2T6

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

To be held Friday, December 5, 2025 at 10:00 a.m. (Toronto time)

NOTICE IS HEREBY GIVEN that the annual and special meeting (the "Meeting") of shareholders (the "Shareholders") of CGX ENERGY INC. (the "Corporation") will be held on Friday, December 5, 2025 at 10:00 a.m. (Toronto time) at the office of Fasken Martineau DuMoulin LLP located at 333 Bay Street, Suite 2400, Toronto, Ontario.

At the Meeting, Shareholders will be asked:

(a) TO RECEIVE and consider the audited consolidated financial statements of the Corporation for the fiscal year ended December 31, 2024 together with the auditors' report thereon;
(b) TO FIX the number of directors to be elected at the Meeting at four (4);
(c) TO ELECT the directors to hold office until the close of the next annual meeting of the shareholders of the Corporation;
(d) TO RE-APPOINT Ernst & Young LLP as auditors of the Corporation to hold office until the close of the next annual meeting of the shareholders of the Corporation and to authorize the directors to fix the remuneration of the auditors;
(e) TO RE-APPROVE, as required by the TSX Venture Exchange on an annual basis, the Corporation's stock option plan;
(f) TO TRANSACT such further or other business as may properly come before the Meeting or any adjournment thereof.

The Corporation has elected to use the notice-and-access provisions under National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 Continuous Disclosure Obligations (the "Notice and-Access Provisions") for the Meeting. Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to Shareholders by allowing the Corporation to post the Circular and any additional materials online. Under the Notice-and-Access Provisions, instead of receiving printed copies of the Meeting materials, Shareholders will receive a notice-and-access notification containing details of the Meeting date, location and purpose, as well as information on how they can access the Meeting materials electronically.

Meeting materials are available online at https://docs.tsxtrust.com/2039, www.cgxenergy.com and under the Corporation's profile on SEDAR at www.sedar.com. Any Shareholder who wishes to receive a paper copy of the Circular should contact the Secretary of the Corporation at the Corporation's head office at 333 Bay Street, Suite 2400, Toronto, Ontario M5H 2T6, by email at [email protected] or contact the TSX Trust at 1-866-600-5869 or email [email protected]. Any Shareholder who wishes to receive a paper copy of the Circular after the Meeting should contact the CFO of the Corporation by email at [email protected]. A Shareholder may also use the numbers noted above to obtain additional information about the Notice-and-Access Provisions. Under the Notice-and-Access Provisions, Meeting-related materials will be available for viewing for up to one (1) year from the date of posting and a paper copy of the materials can be requested at any time during this period.

cgx energy inc.

In order to allow for reasonable time to be allotted for a Shareholder to receive and review a paper copy of the Circular prior to the proxy deadline, any Shareholder wishing to request a paper copy of the Circular as described above should ensure such request is received no later than Wednesday, November 26, 2025.

The details of the matters proposed to be put before the Meeting are set forth in the Management Information Circular dated October 16, 2025, accompanying this Notice of Meeting, which is supplemental to and expressly made a part of this Notice of Meeting.

Shareholders of record as of the close of business on Thursday, October 16, 2025 will be entitled to vote at the Meeting. Shareholders not attending the Meeting are requested to date and sign the enclosed form of proxy or the voting instruction form provided to Shareholders by their intermediary or the Corporation and deliver it in accordance with the instructions set out in the form of proxy or voting instruction form no later than 10:00 a.m. (Toronto time) on Wednesday, December 3, 2025.

Shareholders are reminded to review the Circular before voting. The procedures by which Shareholders may exercise their right to vote with respect to the matters at the Meeting will vary depending on whether a Shareholder is a registered Shareholder (that is, a Shareholder who holds shares in the Corporation directly in his, her or its own name and is entered on the register of Shareholders) or a non-registered Shareholder (that is, a Shareholder who holds shares in the Corporation through an intermediary such as a bank, trust company, securities dealer or broker).

DATED this October 16, 2025.

BY ORDER OF THE BOARD OF DIRECTORS