Orca Energy Group Inc. — Proxy Solicitation & Information Statement 2025

May 16, 2025

ORCA
ORCA ENERGY GROUP INC.

Notice of Annual General Meeting of Shareholders

Notice is hereby given that the annual general meeting (the "Meeting") of shareholders of Orca Energy Group Inc. (the "Company") will be held at The Rubens at the Palace, 39 Buckingham Palace Road, London, England SW1W 0PS on the 17th day of June, 2025 at 10.00 a.m. (London time) or any adjournment(s) thereof for the following purposes:

1. to receive the audited consolidated financial statements of the Company for the year ended December 31, 2024 together with the report of the auditors thereon;
2. to fix the number of directors to be elected at the Meeting at five (5);
3. to elect directors;
4. to appoint auditors of the Company and authorize the directors to fix their remuneration as such; and
5. to transact such other business as may properly come before the Meeting or any adjournment thereof.

Particulars of the matters referred to above are set forth in the management proxy circular accompanying and forming part of this Notice of Annual General Meeting of Shareholders.

Shareholders of the Company who are unable to attend the Meeting are requested to date, sign and return the enclosed form of proxy to the Secretary of the Company in care of TSX Trust Company, P.O. Box 721, Agincourt, Ontario, M1S 0A1, Attn: Proxy Department or by facsimile to (416) 595-9593 or at www.meeting-vote.com. In order to be valid and acted upon at the Meeting, forms of proxy must be returned to the aforesaid address not less than 48 hours (excluding Saturdays, Sundays and statutory holidays in the province of Alberta) prior to the time of the Meeting or any adjournments thereof. Shareholders are cautioned that the use of the mail to transmit proxies is at each shareholder's own risk.

The board of directors of the Company has fixed the record date for the Meeting at the close of business on May 1, 2025 (the "Record Date"). Each shareholder is entitled to one vote for each Class B Subordinate Voting Share in the capital of the Company and 20 votes for each Class A Common Voting Share in the capital of the Company shown as registered in the shareholder's name on the list of shareholders prepared as of the Record Date. However, in the event of any transfer of shares by any such shareholder after such date, the transferee is entitled to vote those shares if the transferee produces properly endorsed share certificates or otherwise establishes that the transferee owns the shares, and requests TSX Trust Company, as transfer agent, at Telus Sky Building, 2110, 685 Centre Street S.W., Calgary, AB T2G 1S5 or 301, 100 Adelaide Street West, Toronto, ON M5H 4H1 to include the transferee's name in the shareholders' list not later than ten days before the Meeting.

DATED May 1, 2025.

By Order of the Board of Directors

(Signed) "David W. Ross"
David W. Ross
Chair