Jericho Energy Ventures Inc. — Proxy Solicitation & Information Statement 2024

Dec 18, 2024

JERICHO ENERGY VENTURES INC.

Computershare

8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

Fold

Form of Proxy - Annual General Meeting to be held on January 22, 2025

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Poxies submitted must be received by 10:00 am (Central Time), on January 20, 2025.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.
  1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

To Receive Documents Electronically

• You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

021KDA

---

+

+

Appointment of Proxyholder

I/We being holder(s) of securities of Jericho Energy Ventures Inc. (the "Corporation") hereby appoint: Brian Williamson (CEO and Director), or failing this person, Ben Holman (CFO) (the "Management Nominees")

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General Meeting of shareholders of the Corporation to be held at Suite 700, 321 South Boston Street, Tulsa, Oklahoma, USA on January 22, 2025 at 10:00 am (Central Time), and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

	For	Against
1. Number of Directors	☐	☐

To fix the number of directors to be elected at the Meeting at four (4).

2. Election of Directors
	For	Withhold	For	Withhold	For
01. Brian Williamson	☐	☐	02. Nicholas W. Baxter	☐	☐
03. Markus Seywerd	☐	☐
04. Carolyn Hauger	☐	☐
				For	Withhold
3. Appointment of Auditors					☐
Appointment of Manning Elliott LLP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.					For
					Against
4. Stock Option Plan Resolution					☐
To consider, and if thought advisable, pass an ordinary resolution, as more particularly set forth in the Circular, to re-approve the Corporation's 10% rolling stock option plan.					☐

Residency Status

Declaration of Status

The undersigned certifies that it has made reasonable inquiries as to the U.S. Resident(1) status of the registered holder and/or the beneficial owner of the shares represented by this proxy/VIF and has read the management information circular enclosed with this form of proxy/VIF and the definitions set forth below so as to make an accurate Declaration of Status.

U.S. Resident(1) – The undersigned hereby certifies that the shares represented by this proxy/VIF are owned and controlled by a U.S. Resident.

☐ Non-U.S. Resident(2) – The undersigned hereby certifies that the shares represented by this proxy/VIF are owned and controlled by a Non-U.S. Resident.

☐ Fold

Definitions:

(1) "U.S. Resident" means a resident of the United States, determined as set forth in Rule 405 under the U.S. Securities Act. Without limiting the foregoing but for greater clarity, a security holder is a U.S. Resident if such person's address appears on the records of the Company (i.e., a registered holder) as in the United States; provided that (i) the Company is required to "look through" the record ownership of brokers, dealers, banks or nominees located in (A) the United States, (B) Canada, and (C) the Company's primary trading market (if different from Canada) who hold securities for the accounts of their customers, to determine the residency of those customers, and the Company is also required to take into account information regarding U.S. ownership derived from beneficial ownership reports that are provided to the Company or filed publicly, as well as information that otherwise is provided to the Company. If the undersigned is resident in the United States or holds the shares for the account or benefit of a resident of the United States, the undersigned should check the U.S. Resident box above.

(2) "Non-U.S. Resident" means any person or entity that is not a U.S. Resident.

Signature of Proxyholder

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

Signature(s)

Date

MM/DD/YY

Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.

☐

Annual Financial Statements – Mark this box if you would like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.

☐

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

DKRQ

375643

AR1

+

021KED