Pan American Energy Corp. — Proxy Solicitation & Information Statement 2026

Jan 27, 2026

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Pipestone Energy Corp.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting ("Meeting") of the holders ("Shareholders") of common shares ("Common Shares") in the capital of Pipestone Energy Corp. ("Pipestone Energy" or the "Corporation") will be held at 2:30 p.m. (Calgary time) on September 14, 2020 in the McMurray Room at the Calgary Petroleum Club, 319 5th Avenue S.W., Calgary, Alberta, Canada, for the following purposes:

• 1. to receive the financial statements of Pipestone Energy for the year ended December 31, 2019 and the auditors' report thereon, as well as the unaudited financial statements for the six months ended June 30, 2020;
• 1. to appoint auditors of Pipestone Energy for the ensuing year and authorize the board of directors of Pipestone Energy to fix their remuneration;
• 1. to elect directors for the ensuing year;
• 1. to confirm the Amended and Restated By-Law No. 1 of Pipestone Energy;
• 1. to approve Pipestone Energy's long-term incentive plan;
• 1. to approve Pipestone Energy's employee share purchase plan;
• 1. to consider, and if deemed advisable, approve, a special resolution (the "Amendment Resolution"), the full text of which is set out in the accompanying management information circular (the "Information Circular") approving an amendment (the "Amendment") to the Articles of Pipestone Energy to effect the creation of a class of Preferred Shares (the "Preferred Shares");
• 1. to consider, and if deemed advisable, approve, an ordinary resolution (the "Private Placement Resolution"), the full text of which is set out in the accompanying Information Circular, approving an offering of 70,000 Preferred Shares for aggregate subscription proceeds of \$67,900,000 on a private placement basis (the "Private Placement"); and
• 1. to transact such other business as may be properly brought before the Meeting or any adjournments thereof.

The specific details of the matters to be brought before the Meeting are set forth in the accompanying Information Circular.

Registered Shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, and comply with all of the requirements set out in the accompanying Information Circular. Non-registered (or beneficial) Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but will not be able to vote at the Meeting.

Before attending the Meeting, please complete the COVID-19 Self-Assessment Test located on the Alberta Health website (https://myhealth.alberta.ca/Journey/COVID-19/Pages/Assessment.aspx). If the test recommends that you be tested, or that you self-isolate, you should not attend the Meeting. In addition, if you feel unwell or have any symptoms of illness, you should not attend the Meeting in person.

The Corporation reserves the right to take any additional precautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 14 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons, such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation's profile on SEDAR at www.sedar.com. We strongly recommend you check the Corporation's SEDAR profile prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Company will not prepare or mail an amended Information Circular, notice of Meeting or other Meeting materials.

The issuance of the Preferred Shares pursuant to the Private Placement to certain insiders of the Corporation as further set out in the Information Circular constitute "related party transactions" under Multilateral Instrument 61-101 –

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Protection of Minority Security Holders in Special Transactions ("MI 61-101") because they involve the issuance by the Corporation of securities to related persons. The policies of the TSX Venture Exchange (the "TSXV") as well as MI 61-101 require that the Private Placement Resolution be approved by a simple majority of the votes cast by "minority" Shareholders, namely all Shareholders except for any related party Shareholders with an interest in the Private Placement, represented in person or by proxy and entitled to vote on such resolution at the Meeting. Riverstone V EMEA Holdings Cooperatief U.A. or its affiliates ("Riverstone"), certain hedge fund and private client managed accounts of GMT Capital Corp. for which it has discretionary investment authority ("GMT Capital") and GMT Exploration Company, LLC ("GMT Exploration") will be participating in the Private Placement. Riverstone is considered a related person because an affiliate of Riverstone holds at least 20% of the voting securities of Canadian Non-Operated Resources L.P. ("CNOR"), which is the largest shareholder of the Corporation. Based on the information provided by CNOR, GMT Capital and GMT Exploration, CNOR holds 103,750,000 Common Shares, GMT Capital holds 18,089,909 Common Shares and GMT Exploration holds 8,099,397 Common Shares, all of which will be excluded for purposes of calculating minority Shareholder approval with respect to the Private Placement Resolution.

Pursuant to section 191 of the Business Corporations Act (Alberta), registered holders of Common Shares will have the right to dissent in respect of the Amendment Resolution and, if the Amendment to the Articles becomes effective, to be paid by the Corporation the fair value of the Common Shares in respect of which a registered Shareholder exercises such dissent right, determined as of the close of business on the last business day before the day on which the Amendment Resolution was adopted. If a registered Shareholder wishes to dissent with respect to the Amendment Resolution, a written notice of dissent must be received by the Corporation c/o Osler, Hoskin & Harcourt LLP, Suite 2500, TC Energy Tower, 450 – 1st Street S.W., Calgary, Alberta T2P 5H1 (Attention: Thomas Gelbman), at or before the Meeting. Details regarding the dissent right in respect of the Amendment Resolution can be found in the accompanying Information Circular under "Private Placement – Dissent Rights in Respect of Amendment to Articles".

Shareholders who are unable to attend the Meeting in person are requested to complete, date and sign their form of proxy and return it to Pipestone Energy's transfer agent, Computershare Investor Services Inc., Proxy Dept., 100 University Avenue, 18th Floor, Toronto, Ontario, M5J 2Y1, or by facsimile at 1-866-249-7775, so that it is received at least 48 hours, excluding Saturdays, Sundays and holidays, before the Meeting or any adjournments thereof. Registered Shareholders may also use the internet site at www.investorvote.com to transmit their voting instructions or vote by phone at 1-866-732-VOTE (8683) (toll free within North America), or 1-312-588-4290 (outside North America). Non-registered shareholders who receive the form of proxy and voting instruction form through their brokers or other intermediaries should complete and return the voting instruction form in accordance with the instructions provided by their brokers or intermediaries. A proxyholder need not be a shareholder of Pipestone Energy. If a Shareholder receives more than one proxy form because such Shareholder owns Common Shares of Pipestone Energy registered in different names or addresses, each proxy form should be completed and returned.

The board of directors of Pipestone Energy have fixed the close of business on August 10, 2020 as the record date for the determination of shareholders entitled to notice of, and to attend and vote at, the Meeting and at any adjournments thereof.

Only persons registered as holders of Common Shares on the records of the Corporation as of the close of business on August 10, 2020 are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment thereof. A holder of Common Shares of Pipestone Energy acquired after the record date may vote such Common Shares at the Meeting or any adjournment thereof if he, she or it produces properly endorsed share certificates evidencing such share ownership or otherwise establishes to the satisfaction of Pipestone Energy that he, she or it owns the transferred Common Shares and demands, not later than 10 days before the Meeting that his, her or its name be included on the list of Shareholders entitled to vote at the Meeting.

DATED at Calgary, Alberta as of August 10, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Paul Wanklyn" Paul Wanklyn President, Chief Executive Officer and Director