Criterium Energy Ltd. — Proxy Solicitation & Information Statement 2025

May 16, 2025

CRITERIUM ENERGY

NOTICE OF THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF CRITERIUM ENERGY LTD. TO BE HELD ON JUNE 17, 2025

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") of Criterium Energy Ltd. (the "Corporation" or "Criterium") will be held in person at Criterium Energy Ltd. Office, Bow Valley Square 1, 202 6 Ave SW, #1120 Calgary, AB T2P 2R9 on Tuesday June 17, 2025 at 9:00 A.M. (MST), for the following purposes:

1. To receive and consider the consolidated financial statements of the Corporation and auditors' report thereon for the year ended December 31, 2024;
2. To fix the number of directors to be elected at the Meeting at four (4);
3. To elect the directors of the Corporation for the ensuing year;
4. To consider and, if thought fit, to appoint the auditors of the Corporation and authorize the directors to fix their remuneration as such;
5. To consider and, if thought fit, pass, with or without variation, the ordinary resolution, as more particularly set forth in the accompanying management information circular dated May 2, 2025 (the "Information Circular"), re-approving the Corporation's amended and restated Stock Option Plan;
6. To consider and, if thought fit, pass, with or without variation, the ordinary resolution, as more particularly set forth in the Information Circular, re-approving the Corporation's share award incentive plan;
7. To transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

Shareholders are referred to the Information Circular for more information with respect to the matters to be considered at the Meeting.

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting is at the close of business on May 2, 2025 (the "Record Date"). Only registered Shareholders as

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at the Record Date are entitled to receive notice of the Meeting and to vote their Common Shares included in the list of Shareholders entitled to vote at the Meeting or any adjournment(s) or postponement(s) thereof, provided that, if a registered Shareholder transfers any of such Shareholder's Common Shares after the Record Date and the transferee of such Common Shares, either (i) produces a properly endorsed certificate evidencing such shares or (ii) establishes that such transferee owns the Common Shares, and requests, not later than 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.

Completed/signed proxies can be mailed to Odyssey's proxy department in Toronto, Ontario (address below):

Odyssey Trust Company
Trader's Bank Building
702, 67 Yonge Street
Toronto, ON M5E 1J8
Attention: Proxy Department

Completed proxy forms can be emailed to proxy@odysseytrust.com within the time set on the proxy form.

To vote online, registered Shareholders can visit: https://vote.odysseytrust.com.

DATED at Calgary, Alberta this 9th day of May 2025.

BY ORDER OF THE BOARD OF DIRECTORS
(signed) "Matthew Klukas"
President and Chief Executive Officer

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