EF EnergyFunders Ventures, Inc.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON THURSDAY, AUGUST 10, 2023

NOTICE OF MEETING AND MANAGEMENT PROXY AND INFORMATION CIRCULAR

THIS NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF EF ENERGYFUNDERS VENTURES, INC. OF PROXIES TO BE VOTED AT THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF EF ENERGYFUNDERS VENTURES, INC. TO BE HELD ON THURSDAY, AUGUST 10, 2023.

TO BE HELD AT:

The Offices of DLA Piper (Canada) LLP 10th Floor Livingston Place, West Tower 250 - 2nd Street SW Calgary, Alberta T2P 0C1

At 10:00 a.m. (MST)

Dated: June 23, 2023

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EF ENERGYFUNDERS VENTURES, INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT AN ANNUAL GENERAL AND SPECIAL MEETING (the “ Meeting ”) of holders of common shares (“ Common Shares ”) of EF EnergyFunders Ventures, Inc. (the “ Corporation ”) will be held at the offices of DLA Piper (Canada) LLP, 10th Floor, Livingston Place, West Tower, 250 - 2nd Street SW, Calgary, AB, on Thursday, August 10, 2023 at 10:00 a.m. (MST) for the following purposes:

to receive and consider the audited financial statements of the Corporation for the financial years ended December 31, 2021 and December 31, 2022 and the reports of the auditor thereon, as well as the unaudited interim financial statements for the period ended March 31, 2023;
to fix the number of directors of the Corporation to be elected at the Meeting at four (4);
to elect the Board of Directors of the Corporation to hold office for the ensuing year;
to appoint the auditor of the Corporation for the ensuing year and to authorize the Board of Directors to fix the auditor’s remuneration;
to consider, and if thought fit, approve the ordinary resolution, as more particularly set forth in the accompanying Management Information Circular prepared for the purpose of the Meeting, relating to the approval of the amended stock option plan of the Corporation; and
to transact such other business as may be properly brought before the meeting or any adjournment thereof.

DATED this 23[rd] day of June, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

signed “Roger S. Braugh, Jr.” Roger S. Braugh, Jr. Executive Chairman of the Board, and Director

NOTE:

It is desirable that as many Common Shares as possible be represented at the Meeting. If you do not expect to attend the Meeting and would like your Common Shares represented, please complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose, or vote by mail, by telephone or by internet. All proxies, to be valid, must be received by TSX Trust Company, 301 - 100 Adelaide Street West, Toronto, ON M5H 4H1, at least forty-eight (48) hours, excluding Saturdays, Sundays and holidays, before the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

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EF ENERGYFUNDERS VENTURES, INC. MANAGEMENT INFORMATION CIRCULAR SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR (“MANAGEMENT INFORMATION CIRCULAR”) IS PROVIDED IN CONNECTION WITH THE SOLICITATION BY MANAGEMENT OF EF ENERGYFUNDERS VENTURES, INC. (THE “CORPORATION”) of proxies from the holders of common shares (the “ Common Shares ”) for the annual general and special meeting of the shareholders of the Corporation (the “ Meeting ”) to be held on Thursday, August 10, 2023 at 10:00 a.m. (MST) at the offices of DLA Piper (Canada) LLP, Suite 1000, 250 – 2[nd] Street SW, Calgary, Alberta, or at any adjournment thereof for the purposes set out in the accompanying notice of meeting (“ Notice of Meeting ”).

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with National Instrument 54-101, arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Common Shares held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs thereof will be borne by the Corporation.

NOTICE AND ACCESS

The Corporation has elected to use the notice-and-access provisions (“ Notice-and-Access Provisions ”) provided for under NI 54-101 for the Meeting in respect of mailings to beneficial holders of Common Shares (i.e., a shareholder who holds their Common Shares in the name of a broker or an agent) and in respect of mailings to registered holders of Common Shares (i.e., a shareholder whose name appears on our records as a holder of Common Shares). The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that are mailed to shareholders by allowing a reporting issuer to post an information circular in respect of a meeting of its shareholders and related materials online.

The Corporation will not use procedures known as ‘stratification’ in relation to the use of the Notice-andAccess Provisions. Stratification occurs when a reporting issuer using Notice-and-Access Provisions provides a paper copy of the relevant information circular to some, but not all, shareholders with the notice package in relation to the relevant meeting. In relation to the Meeting, all shareholders will receive notice containing information prescribed by the Notice-and-Access Provisions and a form of proxy or voting instruction form, as applicable.

The Corporation will be delivering proxy-related materials to non-objecting beneficial owners of Common Shares directly with the assistance of Broadridge Financial Solutions, Inc. (“ Broadridge ”). The Corporation does not intend to pay for intermediaries to deliver proxy-related materials to objecting beneficial owners of Common Shares and therefore objecting beneficial owners will not receive the Management Information Circular, a form of proxy and the financial information in respect of our most recently completed financial year (the “ Meeting Materials ”) unless their intermediary assumes the costs of delivery.

The Meeting Materials will be available electronically at https://docs.tsxtrust.com/2379 as of July 10, 2023, and will remain on the website for one (1) full year thereafter. The Meeting Materials will also be available on the Canadian Securities Administrators System for Electronic Document Analysis and Retrieval website (“ SEDAR ”) at www.sedar.com.

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Shareholders who wish to receive paper copies of the Meeting Materials may request copies from TSX Trust Company by calling toll-free at 1-866-600-5869 or 416-316-0930 (outside of Canada and the U.S.) or by sending an email to [email protected] . Meeting Materials will be sent to such shareholders and to shareholders requesting paper copies of the Meeting Materials by any other means at no cost to them, within three (3) business days of the Corporation receiving their request, if such requests are made before the date of the Meeting, including any adjournment thereof, and within 10 calendar days of the Corporation receiving their request, if such requests are made on or after the date of the Meeting and within one (1) calendar year of the Meeting Materials being filed online.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named (the “Management Designees”) in the enclosed instrument of proxy (“Instrument of Proxy”) have been selected by the directors of the Corporation and have indicated their willingness to represent as proxy the shareholder who appoints them. A shareholder has the right to designate a person (whom need not be a shareholder) other than the Management Designees to represent him or her at the Meeting. Such right may be exercised by inserting in the space provided for that purpose on the Instrument of Proxy the name of the person to be designated and by deleting therefrom the names of the Management Designees, or by completing another proper form of proxy and delivering the same to the transfer agent of the Corporation. Such shareholder should notify the nominee of the appointment, obtain the nominee's consent to act as proxy and should provide instructions on how the shareholder's shares are to be voted. The nominee should bring personal identification with him to the Meeting. In any case, the form of proxy should be dated and executed by the shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy form). In addition, a proxy may be revoked by a shareholder personally attending at the Meeting and voting his shares.

A form of proxy will not be valid for the Meeting or any adjournment thereof unless it is completed and delivered to the Corporation's transfer agent, TSX Trust Company, 301 - 100 Adelaide Street West, Toronto, ON M5H 4H1, at least forty-eight (48) hours, excluding Saturdays, Sundays and holidays, before the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

A shareholder who has given a proxy may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy. In addition to revocation in any other manner permitted by law, a proxy may be revoked by depositing an instrument in writing executed by the shareholder or by his authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized, either at the registered office of the Corporation or with TSX Trust Company, 301 - 100 Adelaide Street West, Toronto, ON M5H 4H1, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof at which the proxy is to be used, or by depositing the instrument in writing with the Chairman of such Meeting on the day of the Meeting, or at any adjournment thereof. In addition, a proxy may be revoked by the shareholder personally attending the Meeting and voting his shares.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders, as a substantial number of shareholders do not hold Common Shares in their own name. Shareholders who hold their Common Shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in their own name (referred to in this Management Information Circular as “ Beneficial Shareholders ”) should note that only proxies deposited by shareholders who appear on the records maintained by the Corporation's registrar and transfer agent as registered holders of Common Shares will be recognized and acted upon at the Meeting. If Common

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Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares will, in all likelihood, not be registered in the shareholder's name. 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). Common Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

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 Instrument 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 Financial Solutions, Inc. (“ 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 at the Meeting for the purposes of voting Common Shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and 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.

All references to shareholders in this Management Information Circular and the accompanying Instrument of Proxy and Notice of Meeting are to registered shareholders unless specifically stated otherwise.

The instrument of proxy, voting instruction form, notice and access notification and the accompanying Instrument of Proxy and Notice of Meeting have been sent directly by the Corporation, rather than through an intermediary, to non-objecting beneficial owners under National Instrument 54-101. These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii)

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executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

VOTING OF PROXIES

Each shareholder may instruct his proxy how to vote his Common Shares by completing the blanks on the Instrument of Proxy. All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting (including the voting on any ballot), and where a choice with respect to any matter to be acted upon has been specified in the Instrument of Proxy, the Common Shares represented by the proxy will be voted in accordance with such specification. In the absence of any such specification as to voting on the Instrument of Proxy, the Management Designees, if named as proxy, will vote in favour of the matters set out therein. In the absence of any specification as to voting on any other form of proxy, the Common Shares represented by such form of proxy will be voted in favour of the matters set out therein.

The enclosed Instrument of Proxy confers discretionary authority upon the Management Designees, or other persons named as proxy, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting. As of the date hereof, the Corporation is not aware of any amendments to, variations of or other matters which may come before the Meeting. In the event that other matters come before the Meeting, then the Management Designees intend to vote in accordance with the judgment of management of the Corporation.

QUORUM

The by-laws of the Corporation provide that a quorum of shareholders is present at a meeting of shareholders of the Corporation if at least two holders entitled to vote at the Meeting are present in person or by proxy.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Corporation is authorized to issue an unlimited number of Common Shares. As at the effective date of this Information Circular (the “ Effective Date ”), which is June 23, 2023, 544,249,722 Common Shares are issued and outstanding as fully paid and non-assessable. No other shares of any other class are issued or outstanding. The Common Shares are the only shares entitled to be voted at the Meeting and holders of Common Shares are entitled to one vote for each Common Share held.

Holders of Common Shares of record at the close of business on June 23, 2023 (the “ Record Date ”) are entitled to vote such Common Shares at the Meeting on the basis of one vote for each Common Share held except to the extent that, (a) the holder has transferred the ownership of any of his Common Shares after the Record Date, and (b) the transferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes that he owns the Common Shares, and demands not later than ten (10) days before the day of the Meeting that his name be included in the list of persons entitled to vote at the Meeting, in which case the transferee will be entitled to vote his Common Shares at the Meeting.

To the knowledge of the directors and the executive officers of the Corporation, as at the Effective Date, no person or company beneficially owns, directly or indirectly, or controls or directs, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Corporation, other than as follows:

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		Number of Common
		Shares Owned or	Percent of Outstanding
		Controlled at the	Common Shares at the
Name	Type of Ownership	Effective Date	Effective Date
Paul Patrick Black	Beneficial	133,855,423	24.59%
Heritage Trust
Roger S. Braugh, Jr.	Beneficial	147,370,423	27.08%

REPORTING CURRENCY

All of the financial information in this Management Information Circular has been presented, unless otherwise noted, in United States dollars. The presentation currency for the December 31, 2021, and December 31, 2022, financial statements of the Corporation is United States dollars.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The compensation program of the Corporation is designed to attract, motivate, reward and retain knowledgeable and skilled executives required to achieve the Corporation’s corporate objectives and increase shareholder value. The main objective of the compensation program is to recognize the contribution of the executive officers to the overall success and strategic growth of the Corporation. The compensation program is designed to reward management performance by aligning a component of the compensation with the Corporation’s business performance and share value. The philosophy of the Corporation is to pay the management a total compensation amount that is competitive with other Canadian junior resource companies and is consistent with the experience and responsibility level of the management. The purpose of executive compensation is to reward the executives for their contributions to the achievements of the Corporation on both an annual and long term basis.

The compensation program provides incentives to its management and directors to achieve long term objectives through grants of stock options under the Corporation’s stock option plan. Increasing the value of the Corporation’s Common Shares increases the value of the stock options. This incentive closely links the interests of the Named Executive Officers and directors to shareholders of the Corporation.

The Board of Directors is satisfied that there were not any identified risks arising from the Corporation’s compensation plans or policies that would have had any negative or material impact on the Corporation. The Corporation does not have any policy in place to permit an executive officer or director to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the executive officer or director.

Effective May 20, 2022, the Corporation’s wholly owned Texas subsidiary, EnergyFunders LLC (“ EnergyFunders ”) entered into an employment agreement (the “ Pommer Employment Agreement ”) with Laura Pommer, which provided that Ms. Pommer would act in the capacity of Chief Executive Officer of EnergyFunders. Pursuant to the Pommer Employment Agreement, Ms. Pommer is entitled to receive an annual salary of US$200,000. EnergyFunders may terminate the Pommer Employment Agreement at any time with or without cause. Subject to approval of the Exchange (as defined below), the Corporation shall issue Common Shares, provided that Ms. Pommer has been continuously employed through each of July 1, 2022, and January 1, 2023, with a value of US$15,000 in each instance, at a deemed price based on the 10-day volume weighted average price of the Common Shares on the payment date (and subject to the minimum pricing requirements of the Exchange), and in that regard, the

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Corporation issued 965,025 Common Shares at a deemed price of CDN$0.02 on October 4, 2022, and 2,006,700 Common Shares at a deemed price of CDN$0.01 on January 16, 2023.

Effective July 13, 2022, EnergyFunders entered into an employment agreement (the “ Light Employment Agreement ”) with Virginia Light, which provided that Ms. Light would act in the capacity of Vice President of Reservoir Engineering & Regulatory Affairs of EnergyFunders. Pursuant to the Light Employment Agreement, Ms. Light is entitled to receive an annual salary of US$175,000. EnergyFunders may terminate the Light Employment Agreement at any time with or without cause. Subject to approval of the Exchange (as defined below), the Corporation shall issue Common Shares, provided that Ms. Light has been continuously employed through January 1, 2023, with a value of US$15,000, at a deemed price based on the 10-day volume weighted average price of the Common Shares on the payment date (and subject to the minimum pricing requirements of the Exchange), and in that regard, the Corporation issued 2,006,700 Common Shares at a deemed price of CDN$0.01 on January 16, 2023.

Option-based Awards

The Board of Directors determined that it was not necessary to grant any stock options to management during the financial years ended December 31, 2021, and December 31, 2022. The Corporation took into account the number of outstanding options in determining not to grant further stock options in 2021 and 2022.

When granted, the allocation of the number of options granted among the directors and Named Executive Officers (as defined below) of the Corporation is determined by the entire Board of Directors. See “Incentive Plan Awards” below and “DIRECTOR COMPENSATION - Incentive Plan Awards” below.

Compensation Governance

The Board of Directors has not appointed a Compensation Committee due to its current size and stage of development.

Summary Compensation Table

The following table sets forth all annual and long term compensation for the three most recently completed financial years for services in all capacities to the Corporation and its subsidiaries, if any, in respect of individual(s) who were acting as, or were acting in a capacity similar to, a chief executive officer or chief financial officer and the three most highly compensated executive officers whose total compensation exceeded CDN$150,000 per annum (the “ Named Executive Officers ”).

compensation exceeded CDN$150,000 per annum (the “Named Executive Officers”).	compensation exceeded CDN$150,000 per annum (the “Named Executive Officers”).	compensation exceeded CDN$150,000 per annum (the “Named Executive Officers”).	compensation exceeded CDN$150,000 per annum (the “Named Executive Officers”).	compensation exceeded CDN$150,000 per annum (the “Named Executive Officers”).	compensation exceeded CDN$150,000 per annum (the “Named Executive Officers”).	compensation exceeded CDN$150,000 per annum (the “Named Executive Officers”).	compensation exceeded CDN$150,000 per annum (the “Named Executive Officers”).	compensation exceeded CDN$150,000 per annum (the “Named Executive Officers”).	compensation exceeded CDN$150,000 per annum (the “Named Executive Officers”).

			SUMMARY COMPENSATION TABLE
Name and Principal Position	Year Ended Dec 31	Consulting Fees/Salary ($)	Share-Based Awards ($)(1)	Option- Based Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)		Pension Value ($)	All Other Compensation ($)	Total Compensation ($)(3)
					Annual Incentive Plans	Long- Term Incentive Plans
Roger S. Braugh, Jr. Executive Chairman	2022 2021 2020	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Laura Pommer Chief	2022	US$200,000	US$15,000	Nil	Nil	Nil	Nil	Nil	US$215,000

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7	7	7	7	7	7	7	7	7	7

			SUMMARY COMPENSATION TABLE
Name and Principal Position	Year Ended Dec 31	Consulting Fees/Salary ($)	Share-Based Awards ($)(1)	Option- Based Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)		Pension Value ($)	All Other Compensation ($)	Total Compensation ($)(3)
					Annual Incentive Plans	Long- Term Incentive Plans
Executive Officer(4)
Garrett Glass Chief Financial Officer(5)(6)	2022	Nil	Nil	Nil	Nil	Nil	Nil	US$54,167	$US54,167
Virginia Light Secretary and Vice President of Reservoir Engineering & Regulatory Affairs(8)	2022	US$132,704	Nil	Nil	Nil	Nil	Nil	Nil	US$132,704
Piyush Prakash Chief Technology Officer(9)	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	US$500,000 US$416,667	US$500,000 US$416,667
Matthew P. Milligan Former Chief Financial Officer(5)	2022	US$6,416	Nil	Nil	Nil	Nil	Nil	Nil	US$6,416
Kim Vo Former Chief Financial Officer(5)	2022 2021 2020	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Thomas M. Crain, Jr. Former President(7)	2022 2021 2020	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil

Notes:

(1) “ Share-Based Award ” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units and stock.
(2) “ Option-Based Award ” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights and similar instruments that have option-like features. The “grant date fair value” has been determined by using the Black-Sholes option pricing model.
(3) Mr. Braugh, Ms. Pommer and Mr. Glass did not receive any additional compensation for serving as directors of the Corporation.
(4) Ms. Pommer was appointed as Chief Executive Officer on January 13, 2022. Ms. Pommer was appointed as a director on May 19, 2022. All compensation is paid pursuant to the Pommer Employment Agreement.
(5) Mr. Glass was appointed as Chief Financial Officer on March 16, 2022. Mr. Milligan was appointed as Chief Financial Officer on February 16, 2022 and resigned as Chief Financial Officer on March 16, 2022. Ms. Vo resigned as Chief Financial Officer on February 16, 2022. All compensation is paid to a company controlled by Mr. Glass (rather than to him personally).
(6) Mr. Glass was appointed as a director on January 13, 2022.

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(7) Mr. Crain resigned as President on January 13, 2022. Mr. Crain resigned as a director on January 22, 2023.
(8) Ms. Light was appointed as Secretary and Vice President of Reservoir Engineering & Regulatory Affairs on January 13, 2022. All compensation is paid pursuant to the Light Employment Agreement.
(9) Mr. Prakash was appointed as Chief Technology Officer on July 9, 2021. All compensation is paid to a company controlled by Mr. Prakash (rather than to him personally).

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth details of all awards outstanding for each Named Executive Officer of the Corporation as of the most recent financial year end, including awards granted before the most recently completed financial year.

	Option-Based Awards	Option-Based Awards	Option-Based Awards	Option-Based Awards	Share-Based Awards	Share-Based Awards	Share-Based Awards
Name and Title	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price (CDN$)	Option Expiration Date	Value of Unexercised in-the- money Option(1)(2) ($)	Number of Shares or Units of Shares that have not vested (#)	Market or Payout Value of Share-Based Awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Roger S. Braugh, Jr. Executive Chairman	Nil	N/A	N/A	N/A	N/A	N/A	N/A
Laura Pommer Chief Executive Officer	Nil	N/A	N/A	N/A	N/A	N/A	N/A
Garrett Glass Chief Financial Officer	Nil	N/A	N/A	N/A	N/A	N/A	N/A
Virginia Light Secretary and Vice President of Reservoir Engineering & Regulatory Affairs	Nil	N/A	N/A	N/A	N/A	N/A	N/A
Piyush Prakash Chief Technology Officer	Nil	N/A	N/A	N/A	N/A	N/A	N/A
Matthew P. Milligan Former Chief Financial Officer	Nil	N/A	N/A	N/A	N/A	N/A	N/A
Kim Vo Former Chief Financial Officer	Nil	N/A	N/A	N/A	N/A	N/A	N/A
Thomas M. Crain, Jr. Former President	Nil	N/A	N/A	N/A	N/A	N/A	N/A

Notes:

(1) Unexercised “in-the-money” options refer to the options in respect of which the market value of the underlying securities as at the financial year end exceeds the exercise or base price of the option.

(2) The aggregate of the difference between the market value of the Common Shares, and the exercise price of the options.

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(3) None of the awards disclosed in the table above have been transferred at other than fair market value.

Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets forth the value of option-based awards and share-based awards which vested or were earned during the most recently completed financial year for each Named Executive Officer.

Name and Title	Option-Based Awards - Value vested during the year ($)(1)	Share-Based Awards - Value vested during the year ($)	Non-Equity Incentive Plan Compensation - Value earned during the year ($)
Roger S. Braugh, Jr. Executive Chairman	N/A	N/A	N/A
Laura Pommer Chief Executive Officer	N/A	N/A	N/A
Garrett Glass Chief Financial Officer	N/A	N/A	N/A
Virginia Light Secretary and Vice President of Reservoir Engineering & RegulatoryAffairs	N/A	N/A	N/A
Piyush Prakash Chief TechnologyOfficer	N/A	N/A	N/A
Matthew P. Milligan Former Chief Financial Officer	N/A	N/A	N/A
Kim Vo Former Chief Financial Officer	N/A	N/A	N/A
Thomas M. Crain, Jr. Former President	N/A	N/A	N/A

Note:

(1) Based on the difference between the market price of the Common Shares at the vesting date and the exercise price.

Narrative Discussion

The Corporation has a stock option plan (the “ Plan ”) previously approved by the shareholders of the Corporation on July 9, 2021. The significant terms of the Plan are disclosed in this Management Information Circular under “ PARTICULARS OF MATTERS TO BE ACTED UPON - Approval of Amended Stock Option Plan ”.

Pension Plan Benefits

The Corporation does not have in place any deferred compensation plan or pension plan that provides for payments or benefits at, following or in connection with retirement.

Termination and Change of Control Benefits

Other than as set forth below, the Corporation is not a party to any contract, agreement, plan or arrangement that provides for payments to a Named Executive Officer at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Corporation, its subsidiaries or affiliates or a change in a Named Executive Officer’s responsibilities.

EnergyFunders may terminate the Pommer Employment Agreement at any time with or without cause. EnergyFunders may terminate the Light Employment Agreement at any time with or without cause.

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DIRECTOR COMPENSATION

During the year ended December 31, 2022, the Corporation had seven (7) directors at various times during the year, three (3) of which were also Named Executive Officers during such year. For a description of the compensation paid to the Named Executive Officer of the Corporation who also acted as a director of the Corporation, see “ EXECUTIVE COMPENSATION ”.

Director Compensation Table

The following table sets forth all compensation provided to directors who are not also Named Executive Officers (“ Outside Directors ”) of the Corporation for the three most recently completed financial years.

Name	Year Ended December 31	Fees Earned ($)	Share- Based Awards ($)(1)	Option- Based Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total ($)
Paul S. Sewell	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Christopher J. Pettit(3)	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Navneet Behl(3)	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Jeffrey R. Harder(3)	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Notes:

(1) “ Share-Based Award ” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units and stock.
(2) “ Option-Based Award ” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights and similar instruments that have option-like features. The “grant date fair value” has been determined by using the Black-Sholes option pricing model.

(3) Mr. Pettit resigned as a director on May 19, 2022. Mr. Behl resigned as a director on November 27, 2022. Mr. Harder resigned as a director on January 13, 2022.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth details of all awards outstanding for each Outside Director of the Corporation as of the most recent financial year end, including awards granted before the most recently completed financial year.

	Option-Based Awards	Option-Based Awards			Share-Based Awards	Share-Based Awards
Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised in-the- money Option(1) ($)	Number of Shares or Units of Shares that have not vested (#)	Market or Payout Value of Share-Based Awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)

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				11
Paul S. Sewell	Nil	N/A	N/A	N/A	N/A	N/A	N/A
Christopher J. Pettit	Nil	N/A	N/A	N/A	N/A	N/A	N/A
Navneet Behl	Nil	N/A	N/A	N/A	N/A	N/A	N/A
Jeffrey R. Harder	Nil	N/A	N/A	N/A	N/A	N/A	N/A

Notes:

(2) None of the awards disclosed in the table above have been transferred at other than fair market value.

Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets forth the value of option-based awards and share-based awards which vested or were earned during the most recently completed financial year for Outside Directors of the Corporation.

Name	Option-Based Awards - Value vested during the year ($)(1)	Share-Based Awards - Value vested during the year ($)	Non-Equity Incentive Plan Compensation - Value earned during the year ($)
Paul S. Sewell	N/A	N/A	N/A
Christopher J. Pettit	N/A	N/A	N/A
Navneet Behl	N/A	N/A	N/A
Jeffrey R. Harder	N/A	N/A	N/A

Note:

(1) Based on the difference between the market price of the Common Shares at the vesting date and the exercise price.

Narrative Discussion

The significant terms of the Plan are disclosed in this Management Information Circular under “ PARTICULARS OF MATTERS TO BE ACTED UPON - Approval of Amended Stock Option Plan ”.

Other Compensation

Other than as set forth herein, the Corporation did not pay any other compensation to executive officers or directors (including personal benefits and securities or properties paid or distributed which compensation was not offered on the same terms to all full time employees) during the last completed financial year other than benefits and perquisites which did not amount to $10,000 or greater per individual.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth securities of the Corporation that are authorized for issuance under equity compensation plans as at the end of the Corporation’s most recently completed financial year.

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Number of securities remaining available for future issuance under Number of securities to be Weighted-average exercise equity compensation plans issued upon exercise of price of outstanding (excluding outstanding outstanding options, options, warrants and securities reflected in Plan Category warrants and rights rights Column 1)[(1)] Equity compensation plans Nil N/A 54,424,972 Common Shares approved by securityholders Equity compensation plans Nil Nil Nil not approved by securityholders Total Nil N/A 54,424,972 Common Shares

Note:

(1) The aggregate number of Common Shares that may be reserved for issuance under the Plan shall not exceed 10% of the Corporation’s issued and outstanding shares.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director, executive officer, employee or former director, executive officer or employee of the Corporation nor any of their associates or affiliates, is, or has been at any time since the beginning of the last completed financial year, indebted to the Corporation nor has any such person been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding, provided by the Corporation.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth herein, or as previously disclosed, the Corporation is not aware of any material interests, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or executive officer, proposed nominee for election as a director or any shareholder holding more than 10% of the voting rights attached to the Common Shares or any associate or affiliate of any of the foregoing in any transaction in the preceding financial year or any proposed or ongoing transaction of the Corporation which has or will materially affect the Corporation.

MANAGEMENT CONTRACTS

Other than as set forth herein, during the most recently completed financial year, no management functions of the Corporation were to any substantial degree performed by a person or company other than the directors or executive officers (or private companies controlled by them, either directly or indirectly) of the Corporation.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as otherwise set out herein, no director or executive officer of the Corporation or any proposed nominee of management of the Corporation for election as a director of the Corporation, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting.

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AUDIT COMMITTEE

Audit Committee Terms of Reference

The text of the Corporation’s Audit Committee charter is set out as Schedule “B” to the Corporation’s Management Information Circular dated April 29, 2015, and filed on SEDAR at www.sedar.com on May 29, 2015, which is incorporated by reference herein.

Audit Committee Composition

The following are the members of the Audit Committee, as at the date hereof:

Garrett Glass Not Independent[(1) ] Financially literate[(1)] Roger S. Braugh, Jr. Not Independent[(1) (2)] Financially literate[(1)] Paul S. Sewell Independent[(1) ] Financially literate[(1)] Note:

(1) As defined by National Instrument 52-110 (“ NI 52-110 ”). (2) Chairman of the Audit Committee.

Relevant Education and Experience

All of the members of the Audit Committee have been either directly or indirectly involved in the preparation of the financial statements, filing of quarterly and annual financial statements, dealing with auditors, or as a member of the Audit Committee. All members of the Audit Committee have the ability to read, analyze and understand the complexities surrounding the issuance of financial statements.

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the 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 the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 (securities regulatory authority exemption).

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the charter under the heading “ Roles and Responsibilities ”.

External Auditor Service Fees

The aggregate fees billed by the Corporation’s external auditors in each of the last two fiscal years for audit and other fees are as follows:

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		14
Financial Year
Ending
December 31	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
2021	US$37,398	Nil	Nil	Nil
2022	US$46,000	Nil	Nil	Nil

Exemption

The Corporation is relying upon the exemption in section 6.1 of NI 52-110, the exemption for Venture issuers in relation to the requirement that every audit committee member be independent.

CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Board of Directors, the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Board of Directors and who are charged with the day to day management of the Corporation. The Board of Directors is committed to sound corporate governance practices which are both in the interest of its shareholders and contribute to effective and efficient decision making. To achieve this goal, the Corporation has implemented an Audit Committee Terms of Reference, a Whistle Blower Policy, an Insider Trading and Reporting Policy, and a Disclosure and Confidentiality Policy.

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices (“ NI 58-101 ”), the Corporation is required to disclose its corporate governance practices as summarized below.

Board of Directors

The Board of Directors is currently comprised of four members. All of these individuals are nominated for re-election at the Meeting, other than Mr. Garrett Glass and Ms. Laura Pommer, who are nominated for election, as they were appointed following the last shareholders meeting. Mr. Paul C. Sewell is the independent director of the Corporation.

Mr. Roger S. Braugh, Jr., the Executive Chairman, Ms. Laura Pommer, the Chief Executive Officer of the Corporation and Mr. Garrett Glass, the Chief Financial Officer of the Corporation, are members of management and, as a result, not independent directors.

NI 58-101 suggests that the board of directors of a public company should be constituted with a majority of individuals who qualify as “independent” directors. An “independent” director is a director who has no direct or indirect material relationship with the Corporation. A material relationship is a relationship which could, in the view of the board of directors, reasonably interfere with the exercise of a director’s independent judgement. As disclosed above, the Board of Directors is not comprised of a majority of independent directors. During the ensuing year, the Board may consider to seek one or more suitable candidates for appointment to the Board of Directors who meet the independence criteria in NI 58-101 to increase the number of independent directors. The independent judgment of the Board of Directors in carrying out its responsibilities is the responsibility of all directors. The Board of Directors of the Corporation facilitates independent supervision of management through meetings of the Board of Directors and through frequent informal discussions among independent members of the Board of Directors and management. In addition, the Board of Directors have free access to the Corporation’s external auditors, legal counsel and to any of the Corporation’s officers.

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Directorships

None of the directors of the Corporation are presently directors of other reporting issuers.

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 with the Corporation. New directors are also expected to meet with management of the Corporation to discuss and better understand the Corporation’s business and are advised by counsel to the Corporation of their legal obligations as directors of the Corporation. New directors are also given copies of the Corporation’s policies.

The introduction and education process will be reviewed on an annual basis by the Board of Directors and will be revised as necessary.

Ethical Business Conduct

The Board of Directors has adopted a written Code of Business Ethics, which has been filed on SEDAR at www.sedar.com on May 17, 2016.

The Board of Directors has established a Whistle Blower Policy, which establishes the complaint procedure for concerns about any aspect of the Corporation’s activities and operations. The Corporation has also adopted on Insider Trading and Reporting Policy which establishes procedures for when insiders may trade securities of the Corporation. The Corporation has also adopted a Disclosure and Confidentiality Policy which establishes procedures for ensuring adequate disclosure and compliance with disclosure requirements as well as procedures for maintaining confidentiality.

The Board of Directors has found that the fiduciary duties placed on individual directors by the Corporation’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board of Directors in which the director has an interest have been sufficient to ensure that the Board of Directors operates independently of management and in the best interests of the Corporation.

Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, as the directors of the Corporation also serve as directors and officers of other companies engaged in similar business activities, directors must comply with the conflict of interest provisions of the Business Corporations Act (Alberta), 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 such a conflict.

Nomination of Directors

The Board of Directors have not appointed a nominating committee. The Board of Directors determine new nominees to the Board of Directors although no formal process has been adopted. The nominees are generally the result of recruitment efforts by the Board of Directors members including both formal and informal discussions among the Board of Directors members and officers.

Compensation

The Board of Directors has not appointed a Compensation Committee due to its current size and stage of development.

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Other Board of Directors Committees

The Corporation has no standing Committees at this time other than the Audit Committee.

Assessments

The Board of Directors have not implemented a formal process for assessing its effectiveness or the effectiveness of its individual members or its committees. As a result of the Corporation's size, its stage of development and the limited number of individuals on the Board of Directors, the Board of Directors consider a formal assessment process to be unnecessary at this time. The Board of Directors plans to continue evaluating its own effectiveness on an ad hoc basis.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Board of Directors of the Corporation, the only matters to be brought before the meeting are those matters set forth in the accompanying Notice of Meeting.

1. Report and Financial Statements

The Board of Directors of the Corporation has approved all of the information in the audited financial statements of the Corporation for the years ended December 31, 2021, and December 31, 2022, and the reports of the auditor thereon, and the unaudited interim financial statements for the period ending March 31, 2023, copies of which are available on SEDAR.

2. Fix Number of Directors to be Elected at the Meeting

Shareholders of the Corporation will be asked to consider and, if thought appropriate, to approve and adopt an ordinary resolution fixing the number of directors to be elected at the Meeting. In order to be effective, an ordinary resolution requires the approval of a majority of the votes cast by shareholders who vote in respect of the resolution.

At the Meeting, it will be proposed that four (4) directors be elected to hold office until the next annual general meeting or until their successors are elected or appointed. Unless otherwise directed, it is the intention of the Management Designees, if named as proxy, to vote in favour of the ordinary resolution fixing the number of directors to be elected at the Meeting at four (4).

3. Election of Directors

The Corporation currently has four (4) directors and all of these directors are being nominated for reelection, other than Mr. Glass and Ms. Pommer, who are nominated for election, as they were appointed following the last shareholders meeting. The following table sets forth the name of each of the persons proposed to be nominated for election as a director, all positions and offices in the Corporation presently held by such nominee, the nominee’s municipality of residence, principal occupation at the present and during the preceding five years, the period during which the nominee has served as a director, and the number and percentage of Common Shares of the Corporation that the nominee has advised are beneficially owned by the nominee, directly or indirectly, or over which control or direction is exercised, as of the Effective Date.

Unless otherwise directed, it is the intention of the Management Designees, if named as proxy, to vote for the election of the persons named in the following table to the Board of Directors. Management does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies held by Management Designees will be voted for another nominee in their

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discretion unless the shareholder has specified in his form of proxy that his Common Shares are to be withheld from voting in the election of directors. Each director elected will hold office until the next annual general meeting of shareholders or until his successor is duly elected, unless his office is earlier vacated in accordance with the by-laws of the Corporation or the provisions of the Business Corporations Act to which the Corporation is subject.

		Number and
		Percentage of
		Common Shares
		Held or Controlled as
		at the Date of this
Name, Municipality of		Management
Residence, Office and Date	Present Occupation and Positions Held During the Last Five	Information
Became a Director	Years	Circular(1)
Roger S. Braugh, Jr.(2)	Founder and executive of multiple closely-held oil and gas service	147,370,423(3)
Corpus Christi, Texas	and exploration and production companies, including Paleo Oil	(27.08%)
Director since November 1, 2016	Company LLC. Partner of the law firm of Sico Hoelscher Harris &
	Braugh LLP from 2002 to 2017. Mr. Braugh has practiced as a
	trial lawyer for commercial, oil and gas, industrial and consumer
	disputes since 1999.
Paul C. Sewell(2)	Lawyer with the law firm of Cameron Dee Sewell, P.C. Mr. Sewell	Nil
Kaufman, Texas	specializes in commercial law representing the interests of his
Director since June 16, 2020	clients who range from small business entrepreneurs to multi-
	million dollar entities.
Garrett Glass	Managing partner of a real estate development company. CFO of	2,000,000(4)
San Antonio, Texas	Lewis Energy Group from 2018 to 2020, where he was	(0.37%)
Director since January 13, 2022	instrumental in building businesses alongside the company’s
	founder and CEO.
Laura Pommer	CEO of EnergyFunders LLC. Ms. Pommer was previously CEO	2,971,725
San Antonio, Texas	and lead geologist of private-equity backed Century Natural	(0.55%)
Director since May 19, 2022	Resources, which she founded alongside her business partners in
	2018.
Notes:

(1) The information as to shares beneficially owned, not being within the knowledge of the Corporation, has been furnished by the respective directors.

(2) Members of the Corporation’s Audit Committee.

(3) Includes 13,515,000 Common Shares held by Mr. Braugh in a personal retirement account under his direction.

(4) Mr. Glass’s shares are held via Sin Reposo, LLC.

Cease Trade Orders

No proposed director, within 10 years before the date of this Management Information Circular, has been a director, chief executive officer or chief financial officer of any company that:

(a) was subject to: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (collectively, an “ Order ”) that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

(b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

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Bankruptcies

No proposed director, within 10 years before the date of this Management Information Circular, has been a director or executive officer of any company that, while the proposed director was acting in that capacity, or within a year of the proposed director 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.

Personal Bankruptcies

No proposed director has, within 10 years before the date of this Management Information Circular, become 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 the assets of such proposed director.

Penalties and Sanctions

No proposed director has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director,

other than a settlement agreement entered into before December 31, 2000, that would likely not be important to a reasonable securityholder in deciding whether to vote for a proposed director.

4. Appointment of Auditor

The shareholders of the Corporation will be asked to vote for the appointment of Fruci & Associates II, PLLC as auditor of the Corporation. Unless directed otherwise by a proxy holder, or such authority is withheld, the Management Designees, if named as proxy, intend to vote the Common Shares represented by any such proxy in favour of a resolution appointing Fruci & Associates II, PLLC, as auditor of the Corporation, to hold office until the close of the next annual general meeting of shareholders or until Fruci & Associates II, PLLC is removed from office or resigns as provided by the Corporation’s by-laws, and the Management Designees also intend to vote the Common Shares represented by any such proxy in favour of a resolution authorizing the Board of Directors to fix the compensation of the auditor.

MaloneBailey LLP, the former auditor, resigned as auditor effective January 13, 2022, at the request of the Corporation. The change of auditor was made due to the Corporation’s desire to move to a different audit firm. Fruci & Associates II, PLLC, the current auditor of the Corporation, was appointed auditor of the Corporation effective January 13, 2022, by the Board of Directors.

In accordance with Part 4.11 of National Instrument 51-102, the “Reporting Package”, which includes the notice of change of auditor, letter from the former auditor, and the letter from the successor auditor, was filed on January 21, 2022 with the necessary securities commissions and on SEDAR, and copies of these documents are attached hereto and made a part hereof as Exhibit I.

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5. Approval of Amended Stock Option Plan

The Corporation is proposing to replace the current stock option plan (“ Plan ”) with an amended stock option plan (the “ Amended Plan ”) in substantially the form attached as Exhibit II. The Amended Plan is substantially the same as the Plan, however, the Amended Plan allows for the exercise of stock options on a cashless and net exercise basis and contains other minor amendments to ensure compliance with TSX Venture Exchange (the “ Exchange ”) Policy 4.4 – Security Based Compensation (“ Policy 4.4 ”) which was implemented by the Exchange on November 24, 2021.

The Board approved the adoption of the Amended Plan by a directors’ resolution dated effective June 23, 2023, subject to the approval of the Exchange and the shareholders of the Corporation. As a result, and assuming such approvals are obtained, the Plan will be of no further force and effect and all options and stock option agreements issued under the Plan will be deemed to be issued under the Amended Plan and henceforth governed under the Amended Plan.

Policy 4.4 allows for the option and ability to exercise stock options on both a cashless exercise and net exercise basis. Pursuant to the Amended Plan, under a cashless exercise, a brokerage firm will loan money to a participant under the Amended Plan to purchase common shares underlying the options and will sell a sufficient number of common shares to cover the exercise price of such options in order to repay the loan made to the participant and the participant retains the balance of the common shares. In connection with a net exercise, a participant under the Amended Plan would receive common shares equal in value to the difference between the exercise price and the fair market value of the common shares on the date of exercise, computed in accordance with the Amended Plan.

In addition, in accordance with Policy 4.4, pursuant to the Amended Plan, amendments to any of the following provisions of the Amended Plan are subject to shareholder approval:

(a) persons eligible to be granted or issued options under the Amended Plan;
(b) the maximum number or percentage, as the case may be, of listed shares that may be issuable under the Amended Plan;
(c) the limits under the Amended Plan on the amount of options that may be granted or issued to any one person or any category of persons (such as, for example, Insiders);
(d) the method for determining the exercise price of the options;
(e) the maximum term of the options;
(f) the expiry and termination provisions applicable to the options, including the addition of a blackout period;
(g) the addition of a Cashless Exercise or Net Exercise (as those terms are defined in the policies of the Exchange) provision; and
(h) any method or formula for calculating prices, values or amounts under the Plan that may result in a benefit to a Participant, including but not limited to the formula for calculating the appreciation of a Stock Appreciation Right (as defined in the policies of the Exchange).

The other significant terms of the Amended Plan are summarized as follows. The Amended Plan shall be administered by the Board, or if appointed, by a special committee of directors appointed from time to time by the Board. The aggregate number of Common Shares which may be reserved for issuance under the Amended Plan shall not exceed 10% of the Corporation’s issued and outstanding Common Shares. The number of Common Shares subject to an option to a participant shall be determined by the Board, but no participant shall be granted an option which exceeds the maximum number of shares permitted by any stock exchange on which the Common Shares are then listed, or other regulatory body having jurisdiction. The exercise price of the Common Shares covered by each option shall be determined by the Board, provided however, that the exercise price shall not be less than the price permitted by any stock exchange on which the Common Shares are then listed, or other regulatory body having jurisdiction. The

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maximum length any option shall be ten (10) years from the date the option is granted, provided that participant’s options expire ninety (90) days after a participant ceases to act for the Corporation, subject to extension at the discretion of the Board, except upon the death of a participant, in which case the participant’s estate shall have twelve (12) months in which to exercise the outstanding options. The Amended Plan includes a provision that should an option expiration date fall within a blackout period, the expiration date will automatically be extended for ten (10) business days following the end of the blackout period.

The Amended Plan is subject to the following limitations on grants and issuances:

(a) the number of Common Shares reserved for issuance to insiders (as a group) pursuant to all security based compensation granted to a participant at any point in time and during any 12 month period shall not exceed 10% of the issued and outstanding Common Shares;
(b) the number of Common Shares reserved for issuance to any one participant pursuant to all security based compensation granted to a participant during any 12 month period shall not exceed 5% of the issued and outstanding Common Shares;
(c) the number of Common Shares reserved for issuance to any one participant, who is a consultant, during any 12 month period shall not exceed 2% of the issued and outstanding Common Shares;
(d) the number of Common Shares reserved for issuance to all participants who are engaged or employed in investor relations activities during any 12 month period shall not exceed in the aggregate 2% of the issued and outstanding Common Shares; and
(e) the number of Common Shares reserved for issuance to eligible charitable organizations shall not at any time exceed 1% of the issued and outstanding Common Shares.

The shareholders will be asked to consider and if thought fit, approve an ordinary resolution approving and adopting the Amended Plan as the Corporation’s stock option plan. In order for the resolution approving and adopting the Amended Plan to be effective, it must be approved by the affirmative vote of a majority of the votes cast in respect thereof by shareholders present in person or by proxy at the Meeting . In the absence of contrary direction, the Management Designees intend to vote proxies in the accompanying form in favour of this ordinary resolution.

The text of the ordinary resolution which will be placed before the Meeting for the approval of the Amended Plan is as follows:

“BE IT RESOLVED as an ordinary resolution that:

1. the stock option plan of the Corporation in substantially the form attached as Exhibit II to the Management Information Circular dated June 23, 2023, (the “Amended Plan”) be and is hereby ratified, approved and adopted as the stock option plan of the Corporation;

2. the form of the Amended Plan may be amended in order to satisfy the requirements or requests of any regulatory authorities without requiring further approval of the shareholders of the Corporation;

3. the termination of the current stock option plan (the “Plan”) of the Corporation is hereby approved;

4. all issued and outstanding stock options previously granted under the Plan are hereby continued under and governed by the Amended Plan;

5. the shareholders of the Corporation hereby expressly authorize the Board of Directors to revoke this resolution before it is acted upon without requiring further approval of the shareholders in that regard; and

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6. any one (or more) director or officer of the Corporation is authorized and directed, on behalf of the Corporation, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things (whether under corporate seal of the Corporation or otherwise) that may be necessary or desirable to give effect to this ordinary resolution.”

Unless otherwise directed, it is the intention of the Management Designees to vote proxies in favour of the resolution approving the Amended Plan. In order to be effective, an ordinary resolution requires approval of a majority of the votes cast by shareholders who vote in respect to the resolution.

OTHER BUSINESS

While there is no other business other than that business mentioned in the Notice of Meeting to be presented for action by the shareholders at the Meeting, it is intended that the proxies hereby solicited will be exercised upon any other matters and proposals that may properly come before the Meeting or any adjournment or adjournments thereof, in accordance with the discretion of the persons authorized to act thereunder.

GENERAL

Unless otherwise directed, it is management’s intention to vote proxies in favour of the resolutions set forth herein. All special resolutions to be brought before the Meeting require, for the passing of the same, a two-thirds majority of the votes cast at the Meeting by the holders of Common Shares. All ordinary resolutions require, for the passing of the same, a simple majority of the votes cast at the Meeting by the holders of Common Shares. All approvals by disinterested shareholders require the approval of the shareholders not affected by, or interested in, the matter to be approved.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Financial information of the Corporation’s most recently completed financial year is provided, or will be provided, in the Corporation’s comparative financial statements and management discussion and analysis available on SEDAR. A shareholder may contact the Corporation at:

EF EnergyFunders Ventures, Inc. 716 S. Frio St. Suite 201 San Antonio, Texas 78207 Attention: Chief Financial Officer

to obtain a copy of the Corporation’s most recent financial statements and management discussion and analysis without charge.

BOARD APPROVAL

The contents and the sending of this Management Information Circular have been approved by the Board of Directors of the Corporation.

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EXHIBIT I

REPORTING PACKAGE

Attached.

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==> picture [109 x 94] intentionally omitted <==

Paleo Resources, Inc. 716 S. Frio St., Suite 110 San Antonio, Texas 78207 O: 254.699.0975

www.paleoresources.com TSX-V: PRE | OTCQB: PRIEF

NOTICE OF CHANGE OF AUDITOR Pursuant to NI 51-102 (Part 4.11)

TO:

MaloneBailey, LLP

AND TO: Fruci & Associates II, PLLC

AND TO: Alberta Securities Commission British Columbia Securities Commission Autorite des Marches Financiers

It is proposed that Paleo Resources, Inc. (the “Corporation”) will change its auditor from MaloneBailey, LLP (the “Former Auditor”) to Fruci & Associates II, PLLC (the “Successor Auditor”) effective as of January 13, 2022.

The Former Auditor resigned at the request of the Corporation effective January 13, 2022. The Audit Committee’s recommendation to the Board of Directors for the change of auditor was made due to the Corporation’s desire to move to a different audit firm.

The Corporation further reports there were no reservations in the Former Auditor’s reports on the Corporation's financial statements for the period commencing at the beginning of the Corporation’s most recently completed financial year and ending on the date of resignation of the Former Auditor.

There are no reportable events including disagreements, consultations, or unresolved issues as defined in NI 51-102 (Part 4.11) between the Corporation and the Former Auditor.

The change of the auditor and the recommendation to appoint the Successor Auditor was approved by the Audit Committee and the Board of Directors of the Corporation.

Dated this 13[th] day of January 2022.

PALEO RESOURCES, INC.

Per:

(signed) ____ “ Roger S. Braugh, Jr._ ” Roger S. Braugh, Jr. CEO

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January 13, 2022

British Columbia Securities Commission Alberta Securities Commission

Autorite des Marches Financiers

Dear Sirs/Mesdames:

RE: Paleo Resources, Inc. (the “Company”) Change of Auditors

As required by Section 4.11 of National Instrument 51-102, we have reviewed the information contained in the Notice of Change of Auditor dated January 13, 2022 (the “Notice”) for the Company and have the following comments:

With exception to the engagement of our firm identified in the first paragraph, with which we agree, we have no basis on which to agree or disagree with the statements made in the Notice.

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We understand that the Notice of Change of Auditor, together with this letter and a similar letter from MaloneBailey, LLP, the resigning auditors, will be filed pursuant to the requirements of National Instrument 51-102.

Yours truly,

FRUCI & ASSOCIATES II, PLLC, CERTIFIED PUBLIC ACCOUNTANTS

Per:

/s/ Kory Kolterman, CPA

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Fruci & Associates II, PLLC

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January 13, 2022

Alberta Securities Commission British Columbia Securities Commission Autorite des Marches Financiers

Dear Sirs:

As required by National Instrument 51-102, we have reviewed the information contained in the notice of change of auditor (the " Notice ") for Paleo Resources Inc. dated January 13, 2022 and based upon our firm’s knowledge of the circumstances, we do not disagree with the information contained in the Notice.

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MaloneBailey, LLP www.malonebailey.com Houston, Texas

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EXHIBIT II

AMENDED STOCK OPTION PLAN

Attached.

FIRMDOCS: 44252380.5

EF ENERGYFUNDERS VENTURES, INC.

2023 STOCK OPTION PLAN

1. PURPOSE

The purpose of this stock option plan (the “ Plan ”) of EF EnergyFunders Ventures, Inc. (the “ Company ”), a corporation incorporated under the Business Corporations Act (British Columbia), is to advance the interests of the Company by encouraging the directors, officers, employees and consultants of the Company, and of its subsidiaries and affiliates, if any, to acquire common shares in the share capital of the Company (the “ Shares ”), thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentive in their efforts on behalf of the Company in the conduct of its affairs.

2. IMPLEMENTATION AND ANNUAL APPROVAL

The Plan shall be approved by the Board of Directors and shareholders of the Company at the time it is implemented. The Plan must also be approved annually by the shareholders of the Company at the Company’s annual meeting of shareholders.

3. ADMINISTRATION

The Plan shall be administered by the Board of Directors of the Company or by a special committee of the directors appointed from time to time by the Board of Directors of the Company pursuant to rules of procedure fixed by the Board of Directors (such committee or, if no such committee is appointed, the Board of Directors of the Company, is hereinafter referred to as the “ Board ”). A majority of the Board shall constitute a quorum, and the acts of a majority of the directors present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the Board.

Subject to the provisions of the Plan, the Board shall have authority to construe and interpret the Plan and all option agreements entered into hereunder, to define the terms used in the Plan and in all option agreements entered into hereunder, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations necessary or advisable for the administration of the Plan. All determinations and interpretations made by the Board shall be binding and conclusive on all participants in the Plan and on their legal personal representatives and beneficiaries.

Each option (“ Option ”) to purchase a Share granted hereunder may be evidenced by an agreement in writing, signed on behalf of the Company and by the optionee, in the form annexed hereto as Exhibit "A". Each such agreement shall recite that it is subject to the provisions of this Plan.

Each Option granted by the Company prior to the date of the approval of the Plan by the shareholders of the Company, including Options granted under previously approved stock option plans of the Company, be and are continued under and shall be subject to the terms of the Plan after the Plan has been approved by the shareholders of the Company.

4. STOCK EXCHANGE RULES

All Options granted pursuant to this Plan shall be subject to rules and policies of any stock exchange or exchanges on which the Shares of the Company are then listed and any other regulatory body having jurisdiction hereinafter (hereinafter collectively referred to as, the “ Exchange ”).

5. SHARES SUBJECT TO PLAN

Subject to adjustment as provided in Section 19 hereof, the Shares to be offered under the Plan shall consist of Shares of the Company's authorized but unissued Shares. The aggregate number of Shares issuable upon the exercise of all Options granted under the Plan and all such Security Based Compensation Plans shall not exceed 10% of the issued and outstanding Shares of the Company as at the date of grant or issuance of any Security Based Compensation under any of such Security Based Compensation Plans. If any Option granted hereunder is settled in cash, cancelled, terminated, expired, surrendered, or forfeited for any reason in accordance with the

FIRMDOCS: 44269980.1

terms of the Plan without being exercised, the unpurchased Shares subject thereto shall again be available for the purpose of this Plan.

“ Security Based Compensation ” has the meaning ascribed to “security based compensation” in Policy 4.4 – Security Based Compensation of the TSX Venture Exchange, as amended from time to time.

“ Security Based Compensation Plan ” includes any Stock Option Plan, Deferred Share Unit Plan, Performance Share Unit Plan, Restricted Share Unit Plan, Stock Appreciation Right Plan, Stock Purchase Plan and/or any other compensation or incentive mechanism involving the issuance or potential issuance of securities of the Company from treasury to a Participant.

6. MAINTENANCE OF SUFFICIENT CAPITAL

The Company shall at all times during the term of the Plan reserve and keep available such numbers of Shares as will be sufficient to satisfy the requirements of the Plan.

7. ELIGIBILITY AND PARTICIPATION

Directors, officers, consultants, and employees of the Company or its subsidiaries, and employees of a person or company which provides management services to the Company or its subsidiaries (“ Management Company Employees ”) shall be eligible for selection to participate in the Plan (such persons hereinafter collectively referred to as “ Participants ”). Subject to compliance with applicable requirements of the Exchange, Participants may elect to hold Options granted to them in an incorporated entity wholly owned by them and such entity shall be bound by the Plan in the same manner as if the Options were held by the Participant.

Subject to the terms hereof, the Board shall determine to whom Options shall be granted, the terms and provisions of the respective Option agreements, the time or times at which such Options shall be granted and vested, and the number of Shares to be subject to each Option. No Option may be granted or issued unless the Option is allocated to a particular Participant. In the case of employees or consultants of the Company or Management Company Employees, the Option agreements to which they are party must contain a representation of the Company and Participant that such employee, consultant or Management Company Employee, as the case may be, is a bona fide employee, consultant or Management Company Employee of the Company or its subsidiaries.

A Participant who has been granted an Option may, if such Participant is otherwise eligible, and if permitted under the policies of the Exchange and terms hereof, be granted an additional Option or Options if the Board shall so determine.

8. EXERCISE PRICE

(a) Options may be exercised at a price that shall be fixed by the Board at the time that the Option is granted (the “ Exercise Price ”). No Option shall be granted with an Exercise Price at a discount to the market price. The market price shall be the closing price of the Shares on the Exchange on the first day preceding the date of grant on which at least one board lot of Shares traded.
(b) Once the Exercise Price has been determined by the Board, accepted by the Exchange and the Option has been granted, the exercise price of an Option may be reduced upon receipt of Board approval, provided that in the case of Options held by Insiders (as defined in the policies of the Exchange) of the Company, the Exercise Price of an Option may be reduced only if disinterested shareholder approval is obtained.

9. NUMBER OF OPTIONED SHARES

(a) The aggregate number of Shares issuable upon the exercise of all Options granted under the Plan shall not exceed 10% of the issued and outstanding Shares of the Company from time to time, less the aggregate number of Shares reserved for issuance under any other Security Based Compensation Plan (unless the Company has obtained the requisite disinterested shareholder approval), subject to the following additional limitations:

FIRMDOCS: 44269980.1

3 -
(i) the aggregate number of Shares issuable pursuant to all Security Based Compensation granted to any one Participant (and companies wholly owned by that Participant) in a twelve (12) month period must not exceed 5% of the issued and outstanding Shares, calculated on the date the Security Based Compensation is granted or issued to the Participant (unless the Company has obtained the requisite disinterested shareholder approval);
(ii) the maximum number of Shares reserved for issuance pursuant to all Security Based Compensation granted to Insiders (as a group) must not exceed 10% of the issued and outstanding Shares at any point in time (unless the Company has obtained the requisite disinterested shareholder approval);
(iii) the grant to Insiders (as a group), within a twelve (12) month period, of an aggregate number of Security Based Compensation must not exceed 10% of the issued and outstanding Shares, calculated as at the date the Security Based Compensation is granted or issued to any Insider (unless the Company has obtained the requisite disinterested shareholder approval);
(iv) the aggregate number of Security Based Compensation granted to any one Consultant, within a twelve (12) month period, must not exceed 2% of the issued and outstanding Shares, calculated as at the date the Security Based Compensation is granted or issued to the Consultant; and
(v) the aggregate number of Options granted to all persons employed to provide investor relation activities shall not exceed 2% of the issued and outstanding Shares of the Company in any twelve (12) month period, calculated as at the date an Option is granted or issued to any such person. Options granted to persons retained to perform investor relations activities will contain vesting provisions such that vesting occurs over at least 12 months with no more than 1\4 of the options vesting in any 3 month period.
(b) The number of Shares subject to an Option granted to any one Participant shall be determined by the Board, but no one Participant shall be granted an Option which exceeds the maximum number permitted by the Exchange.
(c) Consultants performing investor relations activities may not receive any Security Based Compensation other than stock options.

10. DURATION OF OPTION

Each Option and all rights thereunder shall be expressed to expire on the date set out in the Option agreement and shall be subject to earlier termination as provided in Sections 15 and 16, provided that in no circumstances shall the duration of an Option exceed the maximum term permitted by the Exchange. For greater certainty, if the Company is listed on the TSX Venture Exchange, the maximum term may not exceed 10 years from the date of grant (subject to extension where the expiry date falls within a Black Out Period, as defined herein).

Should the expiry date of an Option fall within a Black Out Period or within nine (9) business days following the expiration of a Black Out Period, such expiry date of the Option shall be automatically extended without any further act or formality to that date which is the tenth (10[th] ) business day after the expiry of the Black Out Period, such tenth (10[th] ) business day to be considered the expiry date for such Option for all purposes under the Plan. The ten (10) business day period referred to in this paragraph may not be extended by the Board.

“ Black Out Period ” means the period during which the relevant Participant is prohibited from exercising an Option due to trading restrictions imposed by the Company pursuant to any internal trading policy of the Company as a result of the bona fide existence of undisclosed material information. The internal trading policy of the Company is in respect of a restriction on trading that is in effect at that time or a notice in writing to a Participant by a senior officer or director of the Company. The Black Out Period shall expire following the general disclosure of the undisclosed material information.

FIRMDOCS: 44269980.1

11. HOLD PERIOD

All Options are subject to Exchange hold periods where applicable. A 4-month hold period (commencing on the date the Options are granted) is required for Options granted to:

(a) directors, officers and promoters of the Company;
(b) Consultants (as defined in TSXV Policy 4.4 – Security Based Compensation ) of the Company;
(c) Persons holding securities carrying more than 10% of the voting rights attached to the Company’s securities both immediately before and after the transaction in which securities are issued, and who have elected or appointed or have the right to elect or appoint one or more directors or senior officers of the Company;
(d) Options granted by the Company to a Participant with an exercise price that is less than the applicable market price; or
(e) securities issued at a price or deemed price that is less than $0.05.

12. OPTION PERIOD, CONSIDERATION AND PAYMENT

(a) The Option period shall be a period of time fixed by the Board not to exceed the maximum term permitted by the Exchange, provided that the Option period shall be reduced with respect to any Option as provided in Sections 15 and 16 covering cessation as a director, officer, consultant, employee or Management Company Employee of the Company or its subsidiaries, or death of the Participant.
(b) Subject to any vesting restrictions imposed by the Exchange, the Board may, in its sole discretion, determine the time during which Options shall vest and the method of vesting, or that no vesting restriction shall exist.
(c) Acceleration of vesting is permitted in connection with Participant’s death or where Participant ceases to be an eligible Participant in connection with a change of control, take-over bid, reverse take-over or other similar transaction. There shall be no acceleration of the vesting provisions to Options issued to persons employed to provide investor relation activities without prior Exchange acceptance.
(d) Subject to any vesting restrictions imposed by the Board, Options may be exercised in whole or in part at any time and from time to time during the Option period. To the extent required by the Exchange, no Options may be exercised under this Plan until this Plan has been approved by a resolution duly passed by the shareholders of the Company.
(e) Except as set forth in Sections 15 and 16, no Option may be exercised unless the Participant is at the time of such exercise, a director, officer, consultant, or employee of the Company or any of its subsidiaries, or a Management Company Employee of the Company or any of its subsidiaries.
(f) The exercise of any Option will be contingent upon receipt by the Company at its head office of a written notice of exercise attached hereto as Exhibit “B” (“ Option Exercise Notice ”), specifying the number of Shares with respect to which the Option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Shares with respect to which the Option is exercised (subject to Section 21(a). No Participant or his legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any Shares of the Company unless and until the certificates for Shares issuable pursuant to Options under the Plan are issued to him or them under the terms of the Plan.

13. CASHLESS EXERCISE

Without limiting the foregoing section 12(f), unless otherwise determined by the Board or not compliant with

FIRMDOCS: 44269980.1

any applicable laws or rules of any applicable securities exchange or market, a Participant may elect cashless exercise in its Option Exercise Notice. In such case, the Participant will not be required to deliver to the Company a cheque or other form of payment for the aggregate Exercise Price referred to above. Instead the following provisions will apply:

(a) The Participant will instruct a broker selected by the Participant to sell through the stock exchange or market on which the Shares are listed or quoted, sufficient number of Shares issuable on the exercise of Options to cover the Exercise Price, as soon as possible upon the issue of such Shares to the Participant at the then applicable bid price of the Shares.
(b) Before the relevant trade date, the Participant will deliver the Option Exercise Notice including details of the trades to the Company electing the cashless exercise and the Company will direct its registrar and transfer agent to issue a certificate for such Participant’s Shares in the name of the broker (or as the broker may otherwise direct) for the number of Shares issued on the exercise of the Options, against payment by the broker to the Company of (i) the Exercise Price for such Shares; and (ii) the amount the Company determines, in its discretion, is required to satisfy the Company withholding tax and source deduction remittance obligations in respect of the exercise of the Options and issuance of Shares.

14. NET EXERCISE

Subject to prior approval by the Board, a Participant may elect to surrender for cancellation to the Company any vested Options being exercised and the Company will issue to the Participant, as consideration for the surrender of such Options, that number of Shares (rounded down to the nearest whole Share) on a net issuance basis in accordance with the following formula below:

X = Y (A - B)

where:

X = The number of Shares to be issued to the Participant in consideration for the net exercise of the Options under this Section 14;
Y = The number of vested Options with respect to the vested portion of the Option to be surrendered for cancellation;
A = The volume weighted average trading price of the Shares on the Exchange calculated by dividing the total value by the total volume of such securities trade for the five trading days immediately preceding the exercise of the subject Option; and

B = The Exercise Price for such Options.

Persons employed to provide investor relation activities shall not use the Net Exercise provisions as defined in this Section 14 to exercise Options.

15. CEASING TO BE A DIRECTOR, OFFICER, CONSULTANT OR EMPLOYEE

If a Participant shall cease to be a director, officer, consultant, employee of the Company, or its subsidiaries, or ceases to be a Management Company Employee, for any reason (other than death), such Participant may exercise his Option to the extent that the Participant was entitled to exercise it at the date of such cessation, provided that such exercise must occur within 90 days after the Participant ceases to be a director, officer, consultant, employee or a Management Company Employee, unless such Participant was engaged in investor relations activities, in which case such exercise must occur within 30 days after the cessation of the Participant's services to the Company, subject to extension at the discretion of the Board.

FIRMDOCS: 44269980.1

Nothing contained in the Plan, nor in any Option granted pursuant to the Plan, shall as such confer upon any Participant any right with respect to continuance as a director, officer, consultant, employee or Management Company Employee of the Company or of any of its subsidiaries or affiliates.

16. DEATH OF PARTICIPANT

Notwithstanding Section 12, in the event of the death of a Participant, the Option previously granted to him shall be exercisable only within the one year after such death and then only:

(a) by the person or persons to whom the Participant's rights under the Option shall pass by the Participant's will or the laws of descent and distribution; and
(b) if and to the extent that such Participant was entitled to exercise the Option at the date of his death.

17. RIGHTS OF OPTIONEE

No person entitled to exercise any Option granted under the Plan shall have any of the rights or privileges of a shareholder of the Company in respect of any Shares issuable upon exercise of such Option until certificates representing such Shares shall have been issued and delivered.

18. PROCEEDS FROM SALE OF SHARES

The proceeds from the sale of Shares issued upon the exercise of options shall be added to the general funds of the Company and shall thereafter be used from time to time for such corporate purposes as the Board may determine.

19. ADJUSTMENTS

If the outstanding Shares of the Company are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Company or another Company or entity through re-organization, merger, re-capitalization, re-classification, stock dividend, subdivision or consolidation, or any adjustment relating to the Shares optioned or issued on exercise of Options, or the exercise price per share as set forth in the respective Option agreements, shall be adjusted in accordance to the terms of such agreements.

Adjustments under this Section shall be made by the Board whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional Share shall be required to be issued under the Plan on any such adjustment.

Any adjustment, other than in connection with a consolidation or split, to Security Based Compensation granted or issued under a Security Based Compensation Plan of the Company is subject to prior acceptance of the Exchange, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization.

20. TRANSFERABILITY

All benefits, rights and Options accruing to any Participant in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein or the extent, if any, permitted by the Exchange. During the lifetime of a Participant, any benefits, rights and Options may only be exercised by the Participant.

21. WITHHOLDING TAXES

The Company shall have the authority to take steps for the deduction and withholding, or for the advance payment or reimbursement by the optionee to the Company, of any taxes or other required source deductions which the Company is required by law or regulation of any governmental authority whatsoever to remit in connection with this Plan, or any issuance of Shares. Without limiting the generality of the foregoing, the Company may, in its sole discretion:

(a) deduct and withhold additional amounts from other amounts payable to a optionee;
(b) require, as a condition of the issuance of Shares to an optionee, that the optionee make a cash

FIRMDOCS: 44269980.1

payment to the Company equal to the amount, in the Company’s opinion, required to be withheld and remitted by the Company for the account of the optionee to the appropriate governmental authority and the Company, in its discretion, may withhold the issuance or delivery of Shares until the optionee makes such payment; or

(c) sell, on behalf of the optionee, all or any portion of Shares otherwise deliverable to the optionee until the net proceeds of sale equal or exceed the amount which, in the Company’s opinion, would satisfy any and all withholding taxes and other source deductions for the account of the optionee.

22. AMENDMENT AND TERMINATION OF PLAN

The Board may terminate or discontinue the Plan at any time without the consent of the Participants provided that such termination or discontinuance shall not alter or impair any Option previously granted under the Plan.

The Board may not amend this Plan or issuances of Options without prior Exchange acceptance and shareholder approval where applicable. For greater certainty, without limitation, amendments to any of the following provisions of the Plan will be subject to shareholder approval:

(a) persons eligible to be granted or issued Options under the Plan;
(b) the maximum number or percentage, as the case may be, of listed shares that may be issuable under the Plan;
(c) the limits under the Plan on the amount of Options that may be granted or issued to any one person or any category of persons (such as, for example, Insiders);
(d) the method for determining the exercise price of the Options;
(e) the maximum term of the Options;
(f) the expiry and termination provisions applicable to the Options, including the addition of a blackout period;
(g) the addition of a Net Exercise provision; and
(h) any method or formula for calculating prices, values or amounts under the Plan that may result in a benefit to a Participant, including but not limited to the formula for calculating the appreciation of a Stock Appreciation Right (as defined in the policies of the Exchange).

Notwithstanding the foregoing, the following types of amendments to the Plan are not subject to shareholder approval:

(a) amendments to fix typographical errors; or
(b) amendments to clarify existing provisions of the Plan which does not have the effect of altering the scope, nature and intent of such provisions.

Where shareholder approval is sought for amendments to reduce the exercise price of an outstanding Option, including a cancellation of an Option and re-grant of an Option in conjunction therewith, constituting a reduction of the exercise price of the Option, the votes attached to Shares held directly or indirectly by Insiders benefiting from the amendments will be excluded.

Disinterested shareholder approval must be obtained for any reduction in the exercise price of an Option, or the extension of the term of an Option, if the Participant is an Insider of the Company at the time of the proposed

FIRMDOCS: 44269980.1

amendment.

23. NECESSARY APPROVALS

The ability of a Participant to exercise Options and the obligation of the Company to issue and deliver Shares in accordance with the Plan is subject to any approvals which may be required from shareholders of the Company and any regulatory authority or stock exchange having jurisdiction over the securities of the Company. If any Shares cannot be issued to any Participant for whatever reason, the obligation of the Company to issue such Shares shall terminate and any Option exercise price paid to the Company will be returned to the Participant.

24. EFFECTIVE DATE OF PLAN

The Plan has been adopted by the Board of the Company subject to the approval of the Exchange and, if so approved, subject to the discretion of the Board, the Plan shall become effective upon such approvals being obtained.

25. INTERPRETATION

Terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Corporate Finance Manual of the TSXV.

26. GOVERNING LAW

This Plan will be governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein .

FIRMDOCS: 44269980.1

EXHIBIT “A”

OPTION AGREEMENT

This Option Agreement is entered into between EF ENERGYFUNDERS VENTURES, INC. (the "Company") and the Optionee named below pursuant to the Stock Option Plan (the "Plan") and confirms that:

On ___ (the “ _Grant Date ”), _____ (the "Optionee") was granted an option (the “ _Option ”) to purchase ___ common shares (the "Optioned Shares") of the Company for the price of $__ per Optioned Share exercisable from time to time up but not after and subject to the below Vesting Schedule and subject to the terms and conditions set out in the Plan.

The Options shall vest as follows (the “ Vesting Schedule ”):

[♦]

By signing this Option Agreement, the Optionee acknowledges that the Optionee has read and understands the Plan and agrees to the terms and condition of the Plan and this Option Agreement.

IN WITNESS WHEREOF the parties hereto have executed this Option Agreement as of the _ day of ___, 20___.

EF ENERGYFUNDERS VENTURES, INC.

Per:

Title:

OPTIONEE

Per:

FIRMDOCS: 44269980.1

10 -

EXHIBIT “B”

Participant:

Date:

STOCK OPTION EXERCISE NOTICE

EF ENERGYFUNDERS VENTURES, INC.

716 S. Frio St., Suite 201 San Antonio, Texas, 78207

Attention: Chief Financial Officer

Option. I was granted an option (the “ Option ” ) to purchase shares of the common stock (the “ Shares ” ) of EF EnergyFunders Ventures, Inc. (the “ Company ” ) pursuant to the Company’s Stock Option Plan (the “ Plan ” ) and my Stock Option Agreement (the “ Agreement ” ) as follows:

Date of Grant: Number of Option Shares:

Exercise Price per Share: $

Exercise of Option. I hereby elect to exercise the Option to purchase the following number of Shares, all of which are Vested Shares, in accordance with the Agreement:

Total Shares Purchased:

Total Exercise Price (Total Shares X Price per Share) $

Payments. I enclose payment in full of the total exercise price for the Shares in the following form(s), as authorized by my Agreement:

 Cash: $  Check: $  Cashless Exercise: Contact Plan Administrator  Net Exercise: Contact Plan Administrator

Tax Withholding. I authorize payroll withholding and otherwise will make adequate provision for the federal, provincial, local and foreign tax withholding obligations of the Company, if any, in connection with the Option.

(Contact Plan Administrator for amount of tax due.)

 Cash: $  Check: $

FIRMDOCS: 44269980.1

11 -

5. Participant Information.

My address is:

Binding Effect. I agree that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of the Agreement and the Plan, to all of which I hereby expressly assent. This Agreement will inure to the benefit of and be binding upon my heirs, executors, administrators, successors and assigns.
I understand that I am purchasing the Shares pursuant to the terms of the Plan and my Agreement, copies of which I have received and carefully read and understand.

Very truly yours,

______ (Signature)

Receipt of the above is hereby acknowledged.

EF ENERGYFUNDERS VENTURES, INC.

By:

Title:

Dated:

FIRMDOCS: 44269980.1

AI assistant

EF EnergyFunders Ventures, Inc. — Proxy Solicitation & Information Statement 2023

44316_rns_2023-06-30_3d834997-f908-4f7f-9b33-2c36b317eb6f.pdf

EF ENERGYFUNDERS VENTURES, INC.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON THURSDAY, AUGUST 10, 2023

NOTICE OF MEETING AND MANAGEMENT PROXY AND INFORMATION CIRCULAR

TO BE HELD AT:

EF ENERGYFUNDERS VENTURES, INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD OF DIRECTORS

NOTE:

EF ENERGYFUNDERS VENTURES, INC. MANAGEMENT INFORMATION CIRCULAR SOLICITATION OF PROXIES

NOTICE AND ACCESS

APPOINTMENT AND REVOCATION OF PROXIES

ADVICE TO BENEFICIAL SHAREHOLDERS

VOTING OF PROXIES

QUORUM

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

REPORTING CURRENCY

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Option-based Awards

Compensation Governance

Summary Compensation Table

Notes:

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

Notes:

Incentive Plan Awards - Value Vested or Earned During the Year

Note:

Narrative Discussion

Pension Plan Benefits

Termination and Change of Control Benefits

DIRECTOR COMPENSATION

Director Compensation Table

Notes:

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

Notes:

Incentive Plan Awards - Value Vested or Earned During the Year

Note:

Narrative Discussion

Other Compensation

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Note:

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Audit Committee Terms of Reference

Audit Committee Composition

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

Exemption

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board of Directors Committees

Assessments

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Report and Financial Statements

2. Fix Number of Directors to be Elected at the Meeting

3. Election of Directors

Bankruptcies

Personal Bankruptcies

Penalties and Sanctions

4. Appointment of Auditor

5. Approval of Amended Stock Option Plan

“BE IT RESOLVED as an ordinary resolution that:

OTHER BUSINESS

GENERAL

ADDITIONAL INFORMATION

EF EnergyFunders Ventures, Inc. Proxy Solicitation & Information Statement 2023