Questerre Energy — Proxy Solicitation & Information Statement 2025

Dec 18, 2025

QUESTERRE ENERGY CORPORATION
SUITE 1650, 801 – 6TH AVENUE S.W.
CALGARY, ALBERTA
T2P 3W2

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT a Special Meeting (the "Meeting") of the holders ("Shareholders") of Class "A" Common voting shares (the "Common Shares") of Questerre Energy Corporation (the "Corporation") will be held at the offices of the Corporation at Suite 1650, 801 - 6 Avenue SW, Calgary, Alberta, on January 15, 2026, at 9:00 A.M. (Calgary time) for the following purposes:

1. to fix the number of directors to be elected at the Meeting at seven (7);
2. to elect the directors of the Corporation until the next annual meeting of Shareholders or until their successors are elected or appointed;
3. to amend the articles of the Corporation to: (i) change the designation of the existing Common Shares to "Class "A-1" Common voting shares"; (ii) create a new class of Class "A" Common voting shares (the "New Common Shares"); (iii) exchange each Common Share for one (1) New Common Share and one (1) Preferred Share, Series 2; and (iv) upon the exchange of Common Shares into New Common Shares and Preferred Shares, Series 2, cancel the Common Shares; and
4. to transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof.

The details of all matters proposed to be put before shareholders at the Meeting are set forth in the Management Information Circular accompanying this Notice of Meeting. At the Meeting, shareholders will be asked to approve each of the foregoing items.

Only shareholders of record as of December 16, 2025, the record date, are entitled to receive notice of the Meeting.

DATED at Calgary, Alberta, this 12th day of December 2025.

BY ORDER OF THE BOARD OF DIRECTORS
(signed) "Michael R. Binnion"
President and Chief Executive Officer

IMPORTANT

A shareholder may attend the Meeting in person or may be represented thereat by proxy. It is desirable that as many Common Shares as possible be represented at the Meeting. If you do not expect to attend and would like your Common Shares represented, please complete the enclosed form of proxy and return it as soon as possible in the envelope provided for that purpose. Shareholders who do not hold their Common Shares in their own name are strongly encouraged to complete the voting instruction forms received from their broker as soon as possible and to follow the instructions set out under "Advice to Beneficial Holders of Common Shares" in the accompanying Management Information Circular. To be effective, the enclosed Instrument of Proxy must be received by Computershare Trust Company of Canada: (a) by mail to Computershare Trust Company of Canada, 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6; or (b) by Fax at 1-866-249-7775, not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time set for the Meeting or any adjournment(s) thereof.