Marksmen Energy Inc. — Proxy Solicitation & Information Statement 2026

Jan 26, 2026

MARKSMEN ENERGY 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 (the "Shareholders") of common shares ("Common Shares") of Marksmen Energy Inc. (the "Corporation") will be held at the offices of DS Lawyers Canada LLP, Suite 800, 333 - 7th Avenue S.W., Calgary, Alberta, on Wednesday, February 25, 2026 at 11:00 a.m. for the following purposes:

1. to receive the audited financial statements of the Corporation for the financial years ended December 31, 2023 and December 31, 2024 with the report of the auditor thereon;
2. to fix the number of directors of the Corporation to be elected at the Meeting at four (4);
3. to elect the Board of Directors of the Corporation for the ensuing year;
4. to appoint the auditor of the Corporation for the ensuing year and to authorize the Board of Directors to fix the auditor's remuneration;
5. to consider, and if thought fit, approve the ordinary resolution, as more particularly set forth in the accompanying Management Information Circular prepared for the Meeting, relating to the approval of the stock option plan of the Corporation;
6. to consider and, if thought fit, to pass, with or without variation, a special resolution approving a consolidation of the issued and outstanding Common Shares on the basis of one (1) post-consolidation Common Share for up to every forty (40) pre-consolidation Common Shares, as more particularly described in the accompanying Management Information Circular prepared for the Meeting; and
7. to transact such other business as may be properly brought before the meeting or any adjournment thereof.

DATED this 14th day of January, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

"Archibald J. Nesbitt"

Archibald J. Nesbitt

President, Chief Executive Officer and Director

IMPORTANT

Only holders of Common Shares of record at the close of business on January 12, 2026 are entitled to notice of the Meeting or any adjournment or postponement thereof and only those holders of the Common Shares of record at the close of business on January 12, 2026, or who subsequently become Shareholders and comply with the provisions of the Business Corporations Act (Alberta), are entitled to vote thereat.

If you are a registered Shareholder, please complete and submit the enclosed form of proxy or other appropriate form of proxy. Completed forms of proxy must be received by Odyssey Trust Company, by mail at Traders Bank Building 1100, 67 Yonge Street, Toronto, ON M5E 1J8, by email at proxy@odysseytrust.com, or by fax at 1-800-517-4553, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof.

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You may also vote by internet voting at https://vote.odysseytrust.com not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof.

If you are not a registered Shareholder, please complete the voting instruction form from your intermediary/broker and follow the instructions set out under "Advice to Beneficial Shareholders" in the Information Circular.

Notice-and-Access

This year, as permitted by applicable Canadian securities laws, the Corporation is using "notice-and-access" to deliver Meeting materials to non-registered Shareholders ("Beneficial Shareholders"). Notice-and-access allows issuers to post electronic versions of proxy-related materials (such as management information circulars and related materials) on-line, via SEDAR+ and one other website, rather than mailing paper copies of such materials to Beneficial Shareholders. Accordingly, this Notice of Meeting and the Information Circular have been or will be (prior to the Meeting) posted at https://marksmenenergy.com/ and under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

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