MCF Energy Ltd. — Remuneration Information 2026

May 20, 2026

MCF ENERGY LTD.

TSXV: MCF

FORM 51-102F6V

STATEMENT OF EXECUTIVE COMPENSATION

(for the year ended December 31, 2025)

OBJECTIVE

The objective of this disclosure is to communicate the compensation the Company paid, made payable, awarded, granted, gave, or otherwise provided to each named executive officer and director for the financial year, and the decision-making process relating to compensation. This disclosure will provide insight into executive compensation as a key aspect of the overall stewardship and governance of the Company and will help investors understand how decisions about executive compensation are made.

DEFINITIONS

For the purpose of this Statement of Executive Compensation:

“Company” means MCF Energy Ltd.;

“company” includes other types of business organizations such as partnerships, trusts and other unincorporated business entities;

“compensation securities” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries;

“equity incentive plan” means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS 2 Share-based Payment;

“external management company” includes a subsidiary, affiliate or associate of the external management company;

“grant date” means a date determined for financial statement reporting purposes under IFRS 2 Share-based Payment;

“incentive plan” means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;

“incentive plan award” means compensation awarded, earned, paid, or payable under an incentive plan;

“named executive officer” or “NEO” means each of the following individuals:

(a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer (“CEO”), including an individual performing functions similar to a CEO;

(b) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer (“CFO”), including an individual performing functions similar to a CFO;

(c) in respect of the company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and

(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the company, and was not acting in a similar capacity, at the end of that financial year;

“non-equity incentive plan” means an incentive plan or portion of an incentive plan that is not an equity incentive plan;

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"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;

"plan" includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons;

"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;

"underlying securities" means any securities issuable on conversion, exchange or exercise of compensation securities.

Based on the foregoing definitions during the most recently completed financial year ended December 31, 2025, the Company had three (3) NEOs, namely, James Hill (CEO), Jay Park (Executive Chairman) and Aaron Triplett (CFO).

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

The Company’s process for determining executive compensation is very simple. In particular, the Company relies solely on-board discussion without any formal objectives, criteria and analysis.

Through its executive compensation practices, the Company seeks to provide value to its shareholders through a strong executive leadership. Specifically, the Company’s executive compensation structure seeks to attract and retain talented and experienced executives necessary to achieve the Company’s strategic objectives, motivate and reward executives whose knowledge, skills and performance are critical to the Company’s success, and align the interests of the Company’s executives and shareholders by motivating executives to increase shareholder value.

Compensation to NEOs currently is based on a number of factors including the Company's executive performance during the fiscal year, the roles and responsibilities of the Company's executives, the individual experience and skills of, and expected contributions from, the Company's executives, the Company's executives' historical compensation and performance within the Company, and any contractual commitments the Company has made to its executives regarding compensation.

The board of directors of the Company (the "Board") has not conducted a formal evaluation of the implications of the risks associated with the Company's compensation policies. Risk management is a consideration when implementing its compensation policies and the Board does not believe that the Company's compensation policies result in unnecessary or inappropriate risk-taking including risks that are likely to have a material adverse effect on the Company.

Base Salary

The Company's approach is to pay its executives a base salary that is competitive with those of other executive officers in similar companies. The Company believes that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. The Company also believes that attractive base salaries can motivate and reward executives for their overall performance.

The Company expects to pay compensation to NEOs and other officers, directors, employees and consultants of the Company for their services. The Company has entered into consulting agreements with James Hill, the CEO of the Company, and Jay Park, the Executive Chairman of the Company. The terms of these agreements are described below in the section Employment Consulting and Management Contracts. Going forward the Company may determine that payment of a base salary is appropriate for its executives or Directors and may enter into additional management or employment agreements providing for payment of a base salary or other compensation.

Option Based Awards

The Company has in effect a stock option plan (the "Stock Option Plan") in order to provide effective incentives to directors, officers, senior management personnel, employees and consultants of the Company and to enable the Company to attract and retain experienced and qualified individuals in those positions by permitting such individuals to directly participate in an increase in per share value created for the Company's shareholders. The Stock Option Plan is

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an important part of the Company's long-term incentive strategy for its executive officers, permitting them to participate in any appreciation of the market value of the common shares over a stated period of time. The Stock Option Plan is intended to reinforce commitment to long-term growth in profitability and shareholder value. The size of stock option grants to officers is dependent on each officer's level of responsibility, authority and importance to the Company and the degree to which such executive officer's long term contribution to the Company will be key to its long-term success. Previous grants of stock options are taken into account when considering new grants. The Company also grants options to charitable organizations as part of its commitment to social responsibility.

The Company did not grant any stock options to its executives and directors in the fiscal period ended December 31, 2025.

Use of Financial Instruments

The Company does not have a policy that would prohibit an NEO or director from purchasing financial instruments, including 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 NEO or director. However, management is not aware of any NEO or director purchasing such an instrument.

Director and NEO compensation, excluding options and compensation securities

The following table sets forth all compensation, excluding options and compensation securities, paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company, or a subsidiary of the Company, for the two most recently completed financial years, to each NEO and director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director of the Company for services provided and for services to be provided, directly or indirectly, to the Company or a subsidiary of the Company.

Other than as set out below, there were no executive officers of the Company who individually earned more than $150,000 in total compensation.

COMPENSATION EXCLUDING COMPENSATION SECURITIES

Name and Position	Year ended Dec 31	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
James Hill	2025	240,000	Nil	N/A	N/A	N/A	240,000
CEO and Director	2024	240,000	Nil	N/A	N/A	N/A	240,000
James (Jay) Park	2025	240,000	Nil	N/A	N/A	N/A	240,000
Executive Chairman and Director	2024	240,000	Nil	N/A	N/A	N/A	240,000
Aaron Triplett	2025	Nil(1)	Nil	Nil	Nil	Nil	Nil(1)
CFO	2024	Nil(1)	Nil	Nil	Nil	Nil	Nil(1)
Richard Wadsworth	2025	Nil	Nil	28,000	Nil	Nil	Nil
Director	2024	Nil	Nil	28,000	Nil	Nil	Nil
D. Jeffrey Harder	2025	Nil	Nil	36,000	Nil	Nil	Nil
Director	2024	Nil	Nil	36,000	Nil	Nil	Nil
Wesley Clark	2025	Nil	Nil	28,000	Nil	Nil	Nil
Director	2024	Nil	Nil	28,000	Nil	Nil	Nil

Notes:
(1) The Company paid to Fiore Management & Advisory Corp. ("FMAC") a corporate administration consulting fee of $120,000 for the year ended December 31, 2025. Mr. Triplett is an employee of FMAC.

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Stock Options and Other Compensation Securities

There were no compensation securities granted or issued to directors or NEOs of the Company during the financial year ended December 31, 2025, for services provided or to be provided, directly or indirectly, to the Company or any subsidiary thereof.

From grants issued in prior financial years, the NEOs and directors of the Company had the following stock options outstanding as at December 31, 2025:

Director or NEO	Options outstanding December 31, 2025
James (Jay) Park	2,500,000
James Hill	2,500,000
Aaron Triplett	200,000
D. Jeffrey Harder	500,000
Wesley Clark	500,000
Richard Wadsworth	500,000

Exercise of Compensation Securities by Directors and NEOs

No stock options or other compensation securities were exercised by directors or NEOs during the year ended December 31, 2025.

Stock Option Plans and Other Incentive Plans

Stock Option Plan

The Company has adopted the Stock Option Plan, a "rolling" stock option plan which sets the number of options available for grant by the Company at an amount equal to up to a maximum of 10% of the Company's issued and outstanding common shares from time to time, less any common shares reserved for issuance under other share compensation arrangements.

The purpose of the Stock Option Plan is to promote the profitability and growth of the Company by facilitating the efforts of the Company to attract and retain key individuals. The Stock Option Plan provides an incentive for and encourages ownership of common shares by its key individuals so that they may increase their stake in the Company and benefit from increases in the value of the Common Shares.

Directors, officers, employees, consultants and eligible charitable organizations (as such terms are defined in the Stock Option Plan) are eligible to be granted stock options under the Stock Option Plan.

Pursuant to the Stock Option Plan: (i) the aggregate number of options granted to any one person (and companies wholly-owned by that person) pursuant to the Stock Option Plan and any other share compensation arrangement in a 12-month period must not exceed 5% of the issued common shares calculated on the date an option is granted to the person (unless the Company has obtained the requisite disinterested shareholder approval); (ii) the aggregate number of options granted to any one consultant in a 12-month period pursuant to the Stock Option Plan and any other share compensation arrangement must not exceed 2% of the issued common shares, calculated on the date an option is granted to the consultant; (iii) the aggregate number of options granted to all persons retained to provide investor relations activities in any 12-month period pursuant to the Stock Option Plan and any other share compensation arrangement must not exceed 2% of the issued common shares, calculated on the date an option is granted to any such person; (iv) the aggregate number of options reserved for issuance pursuant to the Stock Option Plan or any other share compensation arrangement to insiders within a one-year period shall not exceed 10% of the Common Shares outstanding from time to time; and (v) the aggregate number of options reserved for issuance pursuant to the Stock Option Plan or any other share compensation arrangement to insiders shall not exceed 10% of the common shares outstanding from time to time. Subject to the Stock Option Plan and otherwise in compliance with the policies of the TSX Venture Exchange ("TSXV"), the Board shall determine the manner in which an option shall vest and become exercisable. Options granted to consultants performing investor relations activities shall vest over a minimum of 12 months with no more than one-quarter (1/4) of such options vesting in any three-month period. All options are non-assignable and non-transferable. Disinterested shareholder approval will be required for any reduction in the exercise price of a stock option if the optionee is an insider of the Company at the time of the proposed amendment.

Subject to a minimum exercise price of $0.05 per common share, the exercise price per common share for an option

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shall be not less than the "Market Price" as calculated pursuant to the TSXV Corporate Finance Policies at the date of grant.

Every option granted under the Stock Option Plan shall have a term not exceeding and shall therefore expire no later than 10 years after the date of grant (subject to extension where the expiry date falls within a "blackout period"). An option will be automatically extended past its expiry date if such expiry date falls within a "blackout period" during which the Company prohibits optionees from exercising their options, subject to the following requirements: (a) the blackout period must (i) be formally imposed by the Company pursuant to its internal trading policies; and (ii) must expire upon the general disclosure of undisclosed material information; and (b) the automatic extension of an option will not be permitted where the optionee or the Company is subject to a cease trade order (or similar order under securities laws) in respect of the Company's securities.

The Stock Option Plan contains provisions for adjustment in the number of common shares or other property issuable on exercise of a stock option in the event of a share consolidation, split, reclassification or other capital reorganization, or a stock dividend, amalgamation, merger or other relevant corporate transaction, or any other relevant change in or event affecting the common shares.

The Stock Option Plan provides that, if a bona fide offer for common shares is made to an optionholder, shareholders of the Company generally or to a class of securityholders of the Company including optionholders, which offer, if accepted in whole or in part, would result in the offeror exercising control over the Company (within the meaning of applicable securities law), the Board will have the sole discretion to conditionally amend, abridge or otherwise eliminate any vesting schedules so that any options may be exercised by the holder thereof to permit such holder to tender the common shares received upon such exercise to said offer.

In connection with the exercise of an option, as a condition to such exercise the Company will require the optionee to pay to the Company an amount as necessary so as to ensure that the Company is in compliance with the applicable provisions of any federal, provincial or local laws relating to the withholding of tax or other required deductions relating to the exercise of such option.

According to the Stock Option Plan, if an optionee dies prior to otherwise ceasing to be an eligible person, each option held by such optionee shall terminate and shall therefore cease to be exercisable no later than the earlier of the expiry date and the date which is 12 months after the date of the optionee's death. Unless an option agreement specified otherwise, if an optionee (other than an optionee who is involved in investor relations activities) ceases to be an eligible person for any reason other than death, each option held by such optionee shall cease to be exercisable 90 days after such terminating event. If an optionee involved in investor relations activities ceases to be an eligible person for any reason other than death, each option held by such optionee shall cease to be exercisable 30 days after such terminating event.

If any portion of an option is not vested at the time an optionee ceases, for any reason whatsoever, to be an eligible person, such unvested portion of the option may not be thereafter exercised by the optionee or its legal representative, as the case may be, provided that the Board may, in its discretion, thereafter permit the optionee or its legal representative, as the case may be, to exercise all or any part of such unvested portion of the option that would have vested prior to the time such option otherwise terminates.

RSU/DSU Plan

The Company adopted a fixed number Restricted Share Unit/Deferred Share Unit Plan (the "RSU/DSU Plan") to form part of its Incentive Awards Plans going forward, on which was approved at the Company's annual general meeting held on September 14, 2023. The implementation of the RSU/DSU Plan is intended to provide a vehicle by which equity-based incentives may be awarded to the Directors, Employees, Consultants and other persons or companies engaged to provide ongoing services to the Company and its Affiliates, other than persons involved in Investor Relations Activities relating to the Company (as such terms are defined in the RSU/DSU Plan) (collectively, the "Eligible Persons"), to recognize and reward their significant contributions to the long-term success of the Company and to align their interests more closely with shareholders, as well as to bring the Company's compensation policies in line with trends in industry practice, and to preserve working capital of the Company by paying Eligible Persons with compensation in the form of share-based awards as opposed to cash.

Pursuant to the RSU/DSU Plan, the Board (or a committee thereof) may grant restricted share unit awards ("RSUs") and deferred share unit awards ("DSUs" and collectively with the RSUs, "Awards") as incentive payments to eligible persons. The Board intends to use the Awards as part of the Company's overall executive compensation plan.

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Under the RSU/DSU Plan, settlement of RSUs or DSUs shall be made by payment of (i) delivery of one Common Share for each such RSU or DSU then being settled; or (ii) subject to approval of the Board in its sole discretion, a cash equivalent.

RSUs are performance-based share units which will be granted to Eligible Persons under the RSU/DSU Plan based on both individual and corporate performance criteria as determined by the Board or the Granting Authority (as such term is defined in the RSU/DSU Plan). The RSUs vest and are paid out to the Eligible Person at no later than three years after the year in which the RSUs were granted. Non-vested RSUs are forfeited if the Eligible Person voluntarily leaves his or her employment with the Company. RSUs provide the Company with a more transparent and objective tool for rewarding performance or compensating Eligible Persons, while providing the Eligible Person with a better-defined incentive award.

The RSU/DSU Plan also makes provision for the use of DSUs as partial payment of an Eligible Person's fees. A DSU is a notional share that has the same value as one common share as at the grant date. DSUs are paid out to the Eligible Person as common shares when they retire from or no longer provide service to the Company. A retiring Participant can defer the payout of his or her DSUs to the year following his or her departure from the Company. The use of DSUs has the advantage of encouraging higher levels of share ownership by the Participants, thereby aligning their interests more closely with that of the Company while also preserving cash for the Company.

The maximum number of Awards that may be reserved for issuance under the RSU/DSU Plan is 22,033,886. No Awards were granted under the RSU/DSU Plan in the financial year ended December 31, 2025.

For further information regarding the RSU/DSU Plan, readers are advised to review the full text of the RSU/DSU Plan as well as the description provided in the management information circular issued by the Company on August 21, 2023, copies of which are available under the profile for the Company on SEDAR+ (www.sedarplus.ca).

EMPLOYMENT CONSULTING AND MANAGEMENT CONTRACTS

Mr. Jay Park

The Company has entered into a consulting agreement with Park Energy Advisory Ltd. (a company which Mr. James Park, Executive Chairman of the Company, is Managing Partner), dated January 3, 2023 (the "Park Agreement"), whereby Park Energy Advisory Ltd. ("Park") is paid a consulting fee (the "Park Consulting Fee") of C$20,000 per month, beginning January 3, 2023 (the "Park Effective Date"). In the event that the Company terminates the Park Agreement within two years of the Park Effective Date, the Company must pay to Park an amount equal to six (6) months of the Park Consulting Fee. In the event that the Company terminates the Park Agreement more than two years after the Park Effective Date, the Company must pay Park an amount equal to 12 months of the Park Consulting Fee. In the event a change of control (as defined in the Park Agreement) of the Company occurs during the term of the Park Agreement or within 24 months after termination of the Park Agreement, the Company must pay Park an amount equal to 24 months of the Park Consulting Fee.

Mr. James Hill

The Company has entered into a consulting agreement (the "CalTerra Agreement") with Mr. James Hill under his Company, CalTerra Energy LLC ("CalTerra"), dated January 3, 2023 (the "CalTerra Effective Date"). Mr. James Hill, is President and Chief Executive Officer of CalTerra. CalTerra, is paid a consulting fee of C$20,000 per month (the "CalTerra Consulting Fee"). In the event that the Company terminates the CalTerra Agreement within two years of the CalTerra Effective Date, the Company must pay to CalTerra an amount equal to six (6) months of the CalTerra Consulting Fee. In the event that the Company terminates the CalTerra Agreement more than two years after the CalTerra Effective Date, the Company must pay CalTerra an amount equal to 12 months of the CalTerra Consulting Fee. In the event a change of control (as defined in the CalTerra Agreement) of the Company occurs during the term of the CalTerra Agreement or within 24 months after termination of the CalTerra Agreement, the Company must pay CalTerra an amount equal to 24 months of the CalTerra Consulting Fee.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information as at December 31, 2025 with respect to compensation plans under which equity securities of the Company are authorized for issuance.

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EQUITY COMPENSATION PLAN INFORMATION

| Plan Category | A
Number of securities to be issued upon exercise of outstanding options, warrants and rights | B
Weighted average exercise price of outstanding options, warrants and rights | C
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A) |
| --- | --- | --- | --- |
| Equity compensation plans approved by securityholders | 14,200,000 | $0.21 | 16,589,180 |
| Equity compensation plans not approved by securityholders | N/A | N/A | N/A |
| TOTALS: | 14,200,00 | | 16,589,180 |

(1) Represents the Company’s Stock Option Plan as discussed under the heading “Stock Option Plans and Other Incentive Plans” above.

There are also 22,033,886 Awards available for grant as of December 31, 2023 under the RSU/DSU Plan. No Awards have been issued under the RSU/DSU Plan to date, and the total limit of Awards plus stock options outstanding may not exceed 10% of the issued and outstanding common shares at any time.

PENSION PLAN BENEFITS

The Company has instituted no pension, retirement or deferred compensation plans, including defined contribution plans, and none are proposed at this time.