InPlay Oil Corp. — Proxy Solicitation & Information Statement 2025

May 21, 2025

INPLAY OIL CORP.

Notice of Annual Meeting of Shareholders to be held June 25, 2025

TO: THE SHAREHOLDERS OF INPLAY OIL CORP.

TAKE NOTICE that the Annual Meeting (the "Meeting") of the shareholders of InPlay Oil Corp. ("InPlay" or the "Corporation") will be held in Conference Room A, 3rd Floor, at First Canadian Centre, 350 – 7th Avenue S.W., Calgary, Alberta, Canada on Wednesday, June 25th, 2025 at 11:00 a.m. (Calgary time) for the following purposes:

1. to receive and consider the financial statements of the Corporation for the year ended December 31, 2024, together with the auditors' report thereon;
2. to fix the number of directors to be elected at the Meeting at eight (8) members;
3. to elect the directors of the Corporation;
4. to appoint the auditors and to authorize the directors to fix their remuneration as such;
5. to consider, and if thought fit, approve the restricted and performance award incentive plan of the Corporation and the settlement from treasury of incentive awards previously granted thereunder;
6. to consider, and if thought fit, approve all unallocated options under the Corporation's share option plan; and
7. to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the Information Circular – Proxy Statement accompanying and forming part of this Notice.

The Corporation encourages shareholders to vote their common shares prior to the Meeting following the instructions set out in the form of proxy or voting instruction form received by such shareholders. Shareholders are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. To be effective, the enclosed form of proxy must be mailed so as to reach or be deposited with Odyssey Trust Company, at Traders Bank Building 702, 67 Yonge Street Toronto, ON M5E 1J8 Attention: Proxy Department or by fax at (800) 517 4553 not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time set for the Meeting or any adjournment thereof or may be accepted by the Chairman of the Meeting at his discretion prior to the commencement of the Meeting. The instrument appointing a proxy shall be in writing under the hand of the shareholder or their attorney, or if such shareholder is a corporation, under the corporate seal, and executed by a director, officer or attorney thereof duly authorized. Alternatively, a registered shareholder may complete their form of proxy online at https://login.odysseytrust.com/pxlogin by following the instructions provided on the form of proxy.

The board of directors of the Corporation has fixed the record date for the Meeting at the close of business on May 16, 2025 (the "Record Date"). Shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to vote those shares included in the list of shareholders entitled to vote at the Meeting prepared as at the Record Date, unless any such shareholder transfers shares after the Record Date and the transferee of those shares, having produced properly endorsed certificates evidencing such shares or having otherwise established that he owns such shares, demands, not later than 10 days before the Meeting, that the transferee's name be included in the list of shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such shares at the Meeting.

DATED at Calgary, Alberta, this 19th day of May, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF INPLAY OIL CORP.

(signed) "Douglas J. Bartole"
President and Chief Executive Officer