Criterium Energy Ltd. — Proxy Solicitation & Information Statement 2025

May 16, 2025

CRITERIUM ENERGY

Annual General and Special Meeting of Shareholders of Criterium Energy Ltd. NOTICE AND ACCESS NOTIFICATION

Meeting Date and Time: Tuesday, June 17, 2025, at 9:00 a.m. MST

Location: Criterium Energy Ltd. Office, Bow Valley Square 1, 202 6 Ave SW, #1120 Calgary, AB T2P 2R9

You are receiving this notification as Criterium Energy Ltd. ("Criterium") has decided to use the notice and access model for delivery of meeting materials to its beneficial holders ("Beneficial Shareholders") of common shares ("Common Shares") for the Annual General and Special Meeting (the "Meeting") of holders of Common Shares which will be held on Tuesday, June 17, 2025 at 9:00 a.m. (MST). Beneficial Shareholders will receive a proxy or voting instruction form enabling them to vote at the Meeting. However, instead of a paper copy of the notice of meeting and information circular-proxy statement ("Information Circular") and Criterium's financial statements and related management's discussion and analysis for its most recently completed financial year end ("Financial Information"), Beneficial Shareholders will receive this notice with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and also will reduce the cost of printing and mailing materials to shareholders.

The Meeting materials are available at:

https://criteriumenergy.com/reports-filings/

OR

www.sedarplus.ca

Obtaining Paper Copies of the Meeting Materials and Questions regarding Notice and Access

Beneficial Shareholders may request a paper copy of the Information Circular and/or Financial Information be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Information Circular was filed on SEDAR+. Requests for paper copies must be received by June 5, 2025, in order to the copies in advance of the Meeting. Requests for paper copies or questions regarding notice and access may be made by contacting:

Toll Free Within North America: 1.888.290.1175

Direct from outside of North America: 1.587.885.0960

In relation to the Meeting, Registered Shareholders will receive a paper copy of the Information Circular, a form of proxy and the Financial Information. Beneficial Shareholders will only receive this notice and a voting instruction form or proxy form except that a paper copy of the Information Circular and the Financial Information will be mailed to those Beneficial Shareholders who previously requested to receive such information.

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Notice of Meeting

The resolutions to be voted on at the Meeting, described in detail in the Information Circular, are as follows:

Number of Directors:
Shareholders will be asked to fix the number of directors to be elected at the Meeting at four (4).

Information respecting the number of directors may be found in the Information Circular under “Part II – Business of the Meeting – Matters to be Acted Upon at the Meeting – Fixing Number of Directors”.

Election of Directors:
Shareholders will be asked to elect the directors of the Corporation for the ensuing year.
Information respecting the election of directors may be found in the Information Circular under “Part II – Business of the Meeting – Matters to be Acted Upon at the Meeting – Election of Directors”.

Appointment of Auditor:
Shareholders will be asked to consider and, if thought fit, to appoint the auditors of the Corporation and authorize the directors to fix their remuneration as such.

Information respecting the appointment of auditors may be found in the Information Circular under “Part II – Business of the Meeting – Matters to be Acted Upon at the Meeting – Appointment of Auditors”.

Stock Option Plan:
Shareholders will be asked 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 amended and restated Stock Option Plan.

Information respecting the appointment of auditors may be found in the Information Circular under “Part II – Business of the Meeting – Matters to be Acted Upon at the Meeting – Re-Approval of the Corporation’s Stock Option Plan”.

Share Award Incentive Plan:
Shareholders will be asked 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.

Information respecting the share award incentive plan may be found in the Information Circular under “Part II – Business of the Meeting – Matters to be Acted Upon at the Meeting – Re-Approval of the Corporation’s Share Award Incentive Plan”.

SHAREHOLDERS ARE REMINDED TO VIEW THE MEETING MATERIALS PRIOR TO VOTING

Voting

Beneficial Shareholders are asked to return their proxies using one of the following methods at least one (1) business day in advance of the proxy deposit date set out in the accompanying proxy or voting instruction form:

INTERNET: www.proxyvote.com
TELEPHONE: 1-800-474-7498 (ENGLISH) or 1-800-474-7501 (FRENCH)
FACSIMILE: 905-507-7793
MAIL: DATA PROCESSING CENTRE
PO BOX 3700 STN INDUSTRIAL PARK
MARKHAM, ON L3R 9Z9
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