TENAZ ENERGY

2025

Management Information Circular

Notice of Annual Meeting of Shareholders

May 29, 2025

ABOUT TENAZ

Tenaz is an energy company focused on the acquisition and sustainable development of international oil and gas assets. Tenaz has operations in Canada and non-operated offshore natural gas and midstream assets in the Netherlands. Tenaz produces crude oil and natural gas from a number of formations within the Mannville Group at Leduc-Woodbend in central Alberta. Our Netherlands natural gas assets are located in the Dutch sector of the North Sea. Additional information regarding Tenaz is available on SEDAR+ and its website at www.tenazenergy.com. Tenaz's Common Shares are listed for trading on the Toronto Stock Exchange under the symbol "TNZ".

MANAGEMENT INFORMATION CIRCULAR ...4
INFORMATION REGARDING VOTING ...4
BUSINESS OF THE MEETING ...9
DIRECTOR NOMINEES ...13
DIRECTOR COMPENSATION ...18
CORPORATE GOVERNANCE DISCLOSURE ...21
STATEMENT OF EXECUTIVE COMPENSATION ...28
EQUITY COMPENSATION PLAN INFORMATION ...38
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ...44
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ...44
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ...44
AUDIT RELATED DISCLOSURE ...45
ADDITIONAL INFORMATION ...45
INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR ...45

APPENDIX “A” – TERMS OF REFERENCE FOR THE AUDIT COMMITTEE ...46
APPENDIX “B” – TENAZ INCENTIVE PLAN SUMMARY ...52

When	Access	Business	Recommended Vote
May 29, 2025
at 10:00 am (Mountain Daylight Time)	https://web.lumiagm.com/#
/230390326
Password: tenaz2025	Receive financials	No vote required
		Set number of directors	FOR 6 directors
		Elect directors	FOR our nominees
		Appoint auditors	FOR Deloitte LLP
		Approve unallocated entitlements under the Tenaz Incentive Plan	FOR approval of unallocated entitlements

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO THE HOLDERS OF COMMON SHARES

NOTICE is hereby given that an annual general meeting (the “Meeting”) of the holders (“Shareholders”) of common shares (“Common Shares”) of Tenaz Energy Corp. (“Tenaz” or the “Company”) will be held on Thursday, May 29, 2025 at 10:00 a.m. (Mountain Daylight Time) in a virtual-only format for the following purposes:

To receive the audited consolidated financial statements of the Company for the financial year ended December 31, 2024, and the auditors’ report thereon.
To fix the number of directors to be elected at the Meeting at six (6).
To elect six (6) directors of the Company for the ensuing year.
To appoint the auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration.
To approve unallocated entitlements under the Tenaz Incentive Plan.
To transact such further and other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

The nature of the business to be transacted at the Meeting and the specific details of the matters proposed to be considered at the Meeting are described in further detail in the accompanying Management Information Circular dated April 25, 2025 (the “Information Circular”).

The Company is conducting the Meeting virtually by way of live webcast. As such, there will be no in-person component to the Meeting. Shareholders who wish to attend the Meeting virtually must do so in accordance with the information and directions set out below and in the Information Circular under the heading “Information Regarding Voting”.

Registered Shareholders and duly appointed proxyholders can attend the Meeting online by visiting https://web.lumiagm.com and entering the meeting ID: 230390326 (password: tenaz2025). Registered Shareholders will be able to participate, vote, and submit questions during the online Meeting. Beneficial Shareholders (as defined in the Information Circular) who have not appointed themselves as proxyholders, and guests, can attend the Meeting online but will not be able to participate, vote, or submit questions during the Meeting.

Beneficial Shareholders who receive these materials through their broker or other intermediary should carefully follow the instructions provided by their broker or intermediary and the instructions set out in the Information Circular under the heading “Information Regarding Voting”.

A link to join the live webcast of the Meeting will be available on the Company’s website at www.tenazenergy.com. Following the formal business of the Meeting, the Company’s management will deliver a brief presentation. A recording of the webcast presentation will be available on Tenaz’s website following the Meeting.

The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting is April 24, 2025 (the “Record Date”). Only Shareholders whose names have been entered in the register of Shareholders at the close of business on that date will be entitled to receive notice of and vote at the Meeting, provided that, to the extent a Shareholder transfers the ownership of any of his, her or its Common Shares after such date and the transferee of those Common Shares establishes that they own the Common Shares and requests, not later than 10 days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Common Shares at the Meeting.

In accordance with the by-laws of the Company, all proxies, to be valid, must be deposited at the office of the Registrar and Transfer Agent of the Company, Odyssey Trust Company, Suite 702, 67 Yonge Street, Toronto, Ontario, M5E 1J8, Attention: Proxy Department, no later than 10:00 a.m. (Mountain Daylight Time) on May 27, 2025, or not less than 48 hours (excluding Saturdays, Sundays, and statutory holidays in the Province of Alberta) preceding any adjournment(s) or postponement(s) of the Meeting. Registered Shareholders may also use the internet site at https://login.odysseytrust.com/pxlogin to transmit their voting instructions. A proxy must be executed by the Shareholder or his or her attorney authorized in writing, or if the Shareholder is a corporation, under its seal by an officer or attorney thereof duly authorized.

The persons named in the enclosed form of proxy are officers of Tenaz. Each Shareholder has the right to appoint a proxyholder other than such persons, who need not be a Shareholder, to attend and to act for such Shareholder and on such Shareholder's behalf at the Meeting. To exercise such right, the name of the Shareholder's appointee should be legibly printed in the blank space provided.

DATED this 25th day of April, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF TENAZ ENERGY CORP.

(signed) "Anthony Marino"
Anthony Marino
President, Chief Executive Officer and Director

MANAGEMENT INFORMATION CIRCULAR

This Management Information Circular ("Information Circular") in respect to the annual general meeting (the "Meeting") of the holders ("Shareholders") of common shares ("Common Shares") of Tenaz Energy Corp. ("Tenaz", the "Company", "we" or "us") is dated April 25, 2025.

The information in this Information Circular is presented as at April 25, 2025 (unless otherwise stated). All dollar amounts or references to “$” herein are expressed in Canadian dollars (except as stated otherwise).

No person has been authorized by Tenaz to give any information or make any representations in connection with the transactions herein described other than those contained in this Information Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by Tenaz.

INFORMATION REGARDING VOTING

Solicitation of Proxies and Voting

This Information Circular is furnished in connection with the solicitation of proxies by the management of Tenaz for use at the Meeting to be held on Thursday, May 29, 2025 at 10:00 a.m. (Mountain Daylight Time) in a virtual-only format, and at any adjournment(s) or postponement(s) thereof, for the purposes set forth in the Notice of Annual General Meeting of Shareholders.

Each outstanding Common Share is entitled to one vote on each resolution voted on by way of a ballot at the Meeting. The Board of Directors of Tenaz (the "Board") has fixed the record date for the Meeting at the close of business on April 24, 2025 (the "Record Date"). Shareholders as of the Record Date will be entitled to receive notice of the Meeting. Only Shareholders as of the Record Date will be entitled to vote at the Meeting, unless that Shareholder has transferred any Common Shares subsequent to that date and the transferee Shareholder, not later than 10 days before the Meeting, establishes ownership of such Common Shares and requests that the transferee's name be included on the list of Shareholders entitled to vote at the Meeting.

Registered Shareholders may vote at the Meeting by completing and submitting the form of proxy in advance of the Meeting. The Company encourages Shareholders to vote their Common Shares by proxy 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) or postponement(s) thereof.

Non-registered or beneficial Shareholders who do not hold Common Shares in their own name but rather through a broker, financial institution, trustee, nominee or other intermediary ("Beneficial Shareholders") must complete and return the voting instruction form provided to them or follow the telephone or internet-based voting procedures described therein in advance of the deadline set forth in the voting instruction form in order to have such Common Shares voted at the Meeting on their behalf. See "Advice to Beneficial Holders of Common Shares" below.

The instrument appointing a proxy must be in writing and must be executed by you or your attorney authorized in writing or, if you are a corporation, by a duly authorized officer or attorney of the corporation.

Advice to Beneficial Holders of Common Shares

The information set forth in this section is provided to Beneficial Shareholders. Beneficial Shareholders should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Beneficial Shareholder's name on the records of the Company. Such Common Shares will more likely be registered under the name of the Beneficial Shareholder's broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for CDS

Clearing and Depository Services Inc., which acts as nominees for many Canadian brokerage firms). Common Shares held by brokers, or their nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, the broker/nominees are prohibited from voting shares for their clients. The Company does not know for whose benefit the Common Shares registered in the name of CDS & Co. are held.

Beneficial Shareholders may vote at the Meeting by completing and submitting their voting instruction form in advance of the Meeting. Applicable regulatory policy requires your broker to seek voting instructions from Beneficial Shareholders in advance of the Meeting. Every broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge typically provides a scannable voting request form or applies a special sticker to the proxy form, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the voting request form or proxy form to Broadridge. Often Beneficial Shareholders are alternatively provided with a toll-free telephone number to vote their shares or website address where shares can be voted. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting.

A Beneficial Shareholder receiving a voting instruction request or a proxy with a Broadridge sticker on it cannot use that instruction request or proxy to vote Common Shares directly at the Meeting as the proxy must be returned as directed by Broadridge well in advance of the Meeting in order to have the Common Shares voted.

This Information Circular and accompanying materials are being sent to both registered Shareholders and Beneficial Shareholders. The Company does not send proxy-related materials directly to Beneficial Shareholders and is not relying on the notice-and-access provisions of securities laws for delivery to either registered Shareholders or Beneficial Shareholders. The Company will deliver proxy-related materials to nominees, custodians and fiduciaries and they will be asked to promptly forward them to Beneficial Shareholders. If you are a Beneficial Shareholder, your nominee should send you a voting instruction form or proxy form along with this Information Circular. The Company has elected to pay for the delivery of proxy-related materials to Beneficial Shareholders.

Proxies

Appointment of Proxy Holders

Those registered Shareholders desiring to be represented by proxy at the Meeting must deposit their respective forms of proxy with Odyssey Trust Company ("Odyssey") at, Suite 702, 67 Yonge Street, Toronto, Ontario, M5E 1J8, Attention: Proxy Department in the enclosed self-addressed envelope, by no later than 10:00 a.m. (Mountain Daylight Time) on May 27, 2025, or not less than 48 hours (excluding Saturdays, Sundays, and statutory holidays in the Province of Alberta) preceding any adjournment(s) or postponement(s) of the Meeting. A proxy must be executed by the registered Shareholder or by his or her attorney authorized in writing, or if the Shareholder is a corporation, under its seal or by an officer or attorney thereof duly authorized. Registered Shareholders may also cast their vote by faxing their proxy to 1-800-517-4553 or by internet (https://vote.odysseytrust.com) by following the instructions provided on the form. If you choose to vote by fax or internet, your vote must also be cast no later than 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to the time of the Meeting. A proxy is valid only at the Meeting in respect of which it is given or any adjournment(s) or postponement(s) of the Meeting.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his, her, or its broker (or agent of the broker), a Beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered Shareholder should enter their own names in the blank space on the voting instruction form provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting. Beneficial Shareholders who have not duly appointed themselves

as proxyholders will not be able to participate or vote at the Meeting but will be able to join the Meeting as a guest (see "Attending the Meeting as a Guest" below).

The persons named in the accompanying form of proxy are officers of Tenaz ("Management Proxyholders").

A registered Shareholder has the right to appoint a person (who need not be a Shareholder) to attend and act on such Shareholder's behalf at the Meeting other than the Management Proxyholders named in the proxy. To exercise this right, the Shareholder must insert the name of his or her nominee in the space provided in the proxy and deposit the proxy at the place and within the time specified for the deposit of proxies.

A Beneficial Shareholder submitting a voting instruction form also has the right to appoint a person or company (who need not be a Shareholder) to represent the Beneficial Shareholder at the Meeting and indirectly vote his, her or its Common Shares as proxyholder. A Beneficial Shareholder's third-party proxyholder can be someone other than the persons designated in the voting instruction form furnished by your intermediary or Broadridge. If you wish to appoint a third party as your proxyholder to indirectly vote on your behalf at the Meeting, you must appoint such proxyholder by inserting their name in the blank space provided on the voting instruction form sent to you or in the appropriate field if voting via the internet and follow all other instructions provided.

Registered Shareholders and (or) Beneficial Shareholders appointing a third-party proxyholder (other than the Management Proxyholders), and Beneficial Shareholders appointing themselves as proxyholder, must also register their proxyholder by sending an email to [email protected] by no later than 10:00 a.m. (Mountain Daylight Time) on May 27, 2025 or not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) preceding any adjournment(s) or postponement(s) of the Meeting. You will need to provide Odyssey the required proxyholder contact information so that Odyssey can provide the proxyholder with a login credential by email. Without a login credential, proxyholders will not be able to participate or vote virtually at the Meeting but will be able to attend as a guest (see "Attending the Meeting as a Guest" below).

If you are a Beneficial Shareholder, please contact your broker or other intermediary as soon as possible to determine what additional procedures must be followed to appoint yourself or a third party as your proxyholder (including whether to obtain a separate valid legal form of proxy from your intermediary if you are located outside of Canada).

Attending the Meeting and Voting

Registered Shareholders and duly appointed proxyholders attending the Meeting virtually will be able to participate, ask questions and vote in real time at the Meeting, regardless of their geographic location. If you are a registered Shareholder or duly appointed proxyholder and wish to attend and vote at the Meeting virtually, please follow these steps:

Log into https://web.lumiagm.com/230390326 at least 30 minutes before the Meeting starts.
If you are a:
Registered Shareholder – click "I have a login" and enter your 12-digit Control Number; or
Duly appointed proxyholder – click https://web.lumiagm.com/230390326 and enter your login credentials.
Follow the instructions to view the Meeting and vote when prompted.

Once you log into the Meeting, voting by online ballot on matters put forth at the Meeting will revoke any and all proxies you previously submitted for the Meeting.

Attending the Meeting as a Guest

Guests who wish to attend the Meeting virtually can log into the Meeting by following these steps:

Log into https://web.lumiagm.com/230390326 at least 30 minutes before the Meeting starts.
Click “I am a guest” and then complete the online form.

Guests attending the Meeting virtually can listen to the Meeting but are not able to participate or vote at the Meeting.

Revocation of Proxies

A registered Shareholder who has given a proxy has the power to revoke it. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing signed by the Shareholder or his or her attorney authorized in writing, or, if the Shareholder is a corporation, under its corporate seal and signed by a duly authorized officer or attorney for the corporation, and deposited at the registered office of Tenaz at any time up to and including the last day (other than Saturdays, Sundays and statutory holidays) preceding the day of the Meeting at which the proxy is to be used, or any adjournment or adjournments thereof. As noted above, if a registered Shareholder uses their 12-digit Control Number to login to the Meeting virtually and accepts the terms and conditions, voting by online ballot on matters put forth at the Meeting will revoke any and all previously submitted proxies for the Meeting.

A Beneficial Shareholder who has given a proxy, in the manner prescribed above, has the power to revoke it. If you have provided your voting instructions and changed your mind about your vote, you can revoke your voting instructions by contacting your intermediary. If your intermediary provides the option of voting over the internet, you can change your instructions by updating your voting instructions on the website provided by your intermediary, so long as you submit your new instructions before the intermediary's deadline.

Exercise of Discretion by Proxy

The Common Shares represented by proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for in respect of an item of business at the Meeting and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares shall be voted accordingly. In the absence of instructions from the Shareholder, the Common Shares will be voted FOR the matters to be acted upon at the Meeting. The persons appointed under the form of proxy furnished by the Company are conferred with discretionary authority with respect to amendments or variations of those matters specified in the enclosed form of proxy, the Notice of Annual General Meeting and this Information Circular. The directors and management of the Company are not aware of any amendment or variation to any matter to be acted upon at the Meeting or other matter to be brought before the Meeting.

Voting Securities and Principal Holders Thereof

The authorized share capital of the Company consists of an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in series. As at the Record Date, there were nil preferred shares and 27,497,653 Common Shares issued and outstanding, with each Common Share carrying the right to one vote on a ballot at the Meeting.

To the knowledge of the directors and management of the Company, as at the date hereof, no person or company beneficially owned or controlled or directed, directly or indirectly, more than 10% of the Common Shares.

Quorum for Meeting

A quorum for the transaction of business at the Meeting shall be at least two persons present holding or representing by proxy in the aggregate not less than 5% of the Common Shares entitled to vote at the Meeting.

If a quorum is not present at the opening of the Meeting, the Shareholders present may adjourn the Meeting to a fixed time and place but may not transact any other business. A person participating in the Meeting by electronic means is deemed to be present at the Meeting.

Persons Making the Solicitation

The solicitation is made on behalf of the management of Tenaz. The costs incurred in the preparation and mailing of the form of proxy, Notice of Annual General Meeting and this Information Circular will be paid by Tenaz. In addition to solicitation by mail, proxies may be solicited by personal interviews, telephone or by other means of communication and by directors and officers of Tenaz, who will not be specifically remunerated therefor. While no arrangements have been made to date by Tenaz, Tenaz may contract for the distribution and solicitation of proxies for the Meeting. The costs incurred in the soliciting of proxies will be paid by Tenaz.

BUSINESS OF THE MEETING

Recommendation of the Board of Directors

The Board unanimously recommends that Shareholders vote FOR the fixing of the number of directors at six, the election of each of the directors, the appointment of auditors and the approval of unallocated entitlements under the Tenaz Incentive Plan. Unless instructed otherwise, the person named on the proxy will vote FOR each of such matters to be acted upon at the Meeting.

Presentation of Financial Statements

The audited consolidated financial statements of the Company for the financial year ended December 31, 2024, and the auditors' report thereon, will be placed before the Meeting. No formal action is required or proposed to be taken at the Meeting with respect to the financial statements and the auditors' report thereon.

Number of Directors

At the Meeting, Shareholders will be asked to fix the number of directors to be elected at six. Unless otherwise directed, the Management Proxyholders will vote FOR the ordinary resolution fixing the number of directors to be elected at the Meeting at six.

Election of Directors

At the Meeting, Shareholders will be asked to elect the proposed director nominees set forth below to hold office until the next annual meeting of Shareholders or until their successors are elected or appointed. The Company's Advance Notice By-Law (discussed further below) provides timeframes in which any additional director nominations for the Meeting must have been received by the Company. As at the date of this Information Circular, no such nominations had been received. Unless otherwise directed, the Management Proxyholders will vote FOR the election of the following proposed nominees as directors of the Company:

Marty Proctor	Anthony Marino
Anna Alderson	Varinia Radu
John Chambers	Mark Rollins

See "Director Nominees" for additional information on the nominees for election as directors at the Meeting.

Majority Voting Policy

The Board has adopted a Majority Voting Policy stipulating that if, at a Shareholder meeting to which the Majority Voting Policy applies, a director nominee is not elected by at least a majority (50% +1 vote) of the votes cast with respect to his or her election (with withheld votes considered against votes and counted in the total votes cast) the nominee will immediately submit his or her resignation after the meeting and receipt of the final voting results, for the Board's consideration.

Under the policy, the Board is required to determine whether or not to accept the resignation within 90 days after the date of the particular Shareholders' meeting, which resignation shall be accepted absent exceptional circumstances (which resignation pursuant to the Majority Voting Policy shall be effective upon acceptance by the Board). The Board's decision to accept or reject the director's resignation will be disclosed by the Company by press release, and if the Board determines not to accept a resignation, will communicate the reasons for that decision. A director who tenders a resignation pursuant to the Majority Voting Policy will not participate in any meeting of the Board or any sub-committee of the Board at which the resignation is considered (but otherwise shall be permitted to participate in all other meetings of the Board and any applicable committees of the Board on which such director serves until such time, if applicable, as the Board decides to accept the director's resignation). The Majority Voting

Policy does not apply to a contested Shareholder meeting, being a meeting at which the number of directors nominated for election is greater than the number of seats available on the Board.

Advance Notice By-Law

Shareholders ratified the adoption by the Company of a By-law regarding advance notice of nominations of directors of the Company (the "Advance Notice By-law"), a copy of which is available on SEDAR+ at www.sedarplus.ca and Tenaz's website (www.tenazenergy.com). The Advance Notice By-law provides that, subject to the provisions of the Business Corporations Act (Alberta) (the "ABCA") and the articles of the Company, the only persons eligible for election as directors of the Company are persons nominated by or at the direction of the Board (including pursuant to a notice of meeting), by or at the direction or request of one or more shareholders pursuant to a "proposal", or a requisition of a meeting of Shareholders, made in accordance with the ABCA, or by a Shareholder in compliance with the Advance Notice By-Law procedures.

Among other things, the Advance Notice By-law fixes a deadline by which Shareholders must submit director nominations to the Company prior to any meeting of Shareholders. It also outlines the information that a nominating Shareholder must provide to the Company to constitute an effective nomination. In the case of an annual meeting of Shareholders, notice to the Company must be made not less than 30 days prior to the date of the meeting, provided that if the meeting is to be held less than 50 days after the date the annual meeting was made public, notice must be made by the 10th day following that announcement. In the case of a special meeting of Shareholders (which is not also an annual meeting), notice must be made by the 15th day following the announcement of the meeting. Shareholders making a nomination must also provide certain information to the Company regarding themselves and the nominee, including the qualification of the nominee to act as a director and any conflicts that may affect the nominee's ability to discharge the nominee's duties to the Company. The Board may, in its sole discretion, waive any provisions of the Advance Notice By-law.

The foregoing is a summary of the Advance Notice By-Law. A registered Shareholder wishing to nominate a person for election as a director of the Company is advised to refer to, and comply with, the full text of the Advance Notice By-Law.

Appointment of Auditors

At the Meeting, Shareholders will be asked to appoint Deloitte LLP ("Deloitte") as the auditors of the Company to hold office until the next annual meeting of Shareholders and to authorize the Board to fix their remuneration. Deloitte was first appointed as the auditors of the Company on June 14, 2024.

Unless otherwise directed, the Management Proxyholders will vote FOR the appointment of Deloitte as the auditors of the Company and to authorize the Board to fix their remuneration. Information regarding the external auditor service fees is included in the Company's Annual Information Form dated March 12, 2025, available on SEDAR+ and our external website at www.tenazenergy.com.

Tenaz Incentive Plan – Approval of Unallocated Awards

In 2022, Tenaz adopted an omnibus security-based long term compensation arrangement referred to as the Tenaz Incentive Plan ("TIP"). The TIP was approved by the Board, and subsequently by Shareholders at a meeting held on May 31, 2022.

Summary Background

The purpose of the TIP is to: (i) align the interest of directors, officers, employees and independent contractors of the Company and (or) its affiliates (collectively, "Service Providers") in the growth and development of the Company by providing such persons with the opportunity to acquire a proprietary interest in the Company; (ii) attract and retain valuable Service Providers to the Company through a competitive compensation program; and (iii) align the interests

of Service Providers with those of Shareholders by devising a compensation program which encourages the long-term growth of the Company and returns to Shareholders.

The TIP replaced the Company's prior stock option plan ("Stock Option Plan"). Existing options ("Options") granted under the Stock Option Plan continue to be governed by that plan, however Options are no longer granted under that plan.

The TIP provides for the grant of options, restricted share units ("RSUs"), performance share units ("PSUs"), deferred share units ("DSUs"), and dividend-equivalent rights (collectively, "Awards"). The maximum number of Common Shares available for issuance pursuant to the exercise or redemption of Awards granted under the TIP, existing Options granted under the prior Stock Option Plan and awards under all other security-based compensation arrangements of the Company is 10% of the total number of issued and outstanding Common Shares from time to time (on a non-diluted basis) (the "Treasury Reserve"), provided that the aggregate maximum number of Common Shares available for issuance under the Treasury Reserve pursuant to the redemption of all DSUs, RSUs and PSUs (and related dividend-equivalent rights) granted under the TIP shall not exceed 5% of the total number of issued and outstanding Common Shares from time to time (on a non-diluted basis).

Service Providers are eligible to be designated as participants under the TIP, provided that (i) the number of Common Shares (A) issued to insiders of the Company (as determined under applicable securities laws), within any one-year period, and (B) issuable to insiders, at any time, under the TIP, the prior Stock Option Plan and all other security based compensation arrangements of the Company, shall not exceed 10% of the then issued and outstanding Common Shares, respectively, and; (ii) the (A) number of Common Shares issuable to non-employee directors of the Company under the TIP, the prior Stock Option Plan and all other security based compensation arrangements of the Company shall not exceed 1% of the then issued and outstanding Common Shares; and (B) the value of Awards and any awards under all other security based compensation arrangements of the Company granted to a non-employee directors within any one year period shall not exceed $150,000 (of which no more than $100,000 may be attributable to stock options) based on the grant date fair value, other than Awards and awards under other security based compensation arrangements of the Company granted as part of an non-employee director's annual retainer or in lieu of cash fees payable for serving as a director.

Pursuant to the TIP, vested Awards may be redeemed with Common Shares issued from the treasury of the Company, in cash, through market purchases of Common Shares, or a combination thereof.

A summary of other provisions of the TIP is set forth in Appendix "B" to this Information Circular.

Unallocated Awards

Since the number of Common Shares issuable from treasury under the TIP is based on a fixed percentage rather than a fixed maximum number of shares, the Toronto Stock Exchange (the "TSX") requires a majority of the Board and Shareholders to approve, every three years, all unallocated Awards under the TIP.

As Options are no longer granted under the prior Stock Option Plan, the Company is not seeking approval of unallocated (i.e. ungranted) Options under the prior Stock Option Plan. As a result, no further options will be permitted to be granted under the prior Stock Option Plan, however, existing Options granted under the prior Stock Option Plan are permitted (and will continue) to be settled in accordance with that plan.

The number of unallocated Awards to be approved is calculated by subtracting the number of outstanding Awards from the number equal to 5% of the issued and outstanding Common Shares, and assuming all Awards are settled with Common Shares issued from treasury and, for PSUs, a performance factor of one. As of April 25, 2025, 1,059,311 Awards (equal to 3.85% of the issued and outstanding Common Shares) were issued and outstanding under the TIP, and there were 315,572 unallocated Awards (equal to 1.15% of the issued and outstanding Common Shares) under the TIP. If Shareholder approval of the unallocated Awards is not obtained at the Meeting, the existing issued and outstanding Awards will continue to be settled in accordance with the TIP, the unallocated Awards will not be

permitted to be settled with Common Shares issued from treasury until Shareholder approval is obtained, and the unallocated Awards will be settled in cash or with Common Shares purchased on the secondary market (or a combination thereof).

At the Meeting Shareholders will be asked to approve all unallocated Awards under the TIP. If approved, the Company will subsequently be required to seek Shareholder approval of all unallocated Awards under the TIP at the annual meeting of Shareholders to be held in 2028.

The Board has approved all unallocated Awards under the TIP. At the Meeting the following ordinary resolution will be placed before Shareholders for consideration and approval:

“BE IT RESOLVED as an ordinary resolution of Tenaz Energy Corp. (the “Company”) that:

All unallocated awards under the Tenaz Incentive Plan, as amended or supplemented from time to time, are hereby authorized and approved, which approval shall be effective until May 29, 2028.
Any one or more directors or officers of the Company are hereby authorized to execute and deliver, whether under corporate seal or otherwise, all such agreements, instruments, notices, consents, acknowledgements, certificates and other documents (including any documents required under applicable laws or regulatory or stock exchange rules or policies) and to perform and do all such other acts and things, as any such director or officer in his or her discretion may consider to be necessary or advisable from time to time in order to give effect to this ordinary resolution.”

It is recommended that Shareholders vote FOR the approval of all unallocated Awards under the TIP. Unless otherwise directed, the Management Proxyholders will vote FOR the ordinary resolution approving all unallocated Awards under the TIP.

DIRECTOR NOMINEES

The following pages set out information regarding each director nominee, including a brief summary of their skills, education, and professional experience. In addition, it includes information regarding director service, meeting attendance, security ownership, and other public company boards on which they serve. Each nominee brings a mix of skills and experience to the Board. The combination of these skills is important for the Board to effectively oversee the Company's business and to carry out the Board's duties and responsibilities. The Company's intention is to foster a culture of inclusion and diversity within the organization.

Board Profile

Director	Independence	Age	Tenure	Committee
				Audit	Governance and	Sustainability, HSE & Reserves
Marty Proctor	Independent	64	3 years	•	•	•
Anna Alderson	Independent	64	3 years	Chair		•
John Chambers	Independent	58	5 years	•	Chair
Anthony Marino	Non-Independent	65	3 years
Varinia Radu	Independent	46	1 year		•	•
Mark Rollins	Independent	61	3 years		•	Chair

Director Biographies

MARTY PROCTOR

Calgary, AB, Canada

Age 64 / Director Since 2021

Key Skills & Experience

Executive Leadership
Capital Markets
Oil & Gas Operations
Financial Literacy
ESG

CHAIR/INDEPENDENT DIRECTOR

Mr. Proctor became the Chair of the Tenaz Board of Directors following the recapitalization transaction in October 2021. Mr. Proctor is a seasoned energy executive with experience in Canada and other international markets. Mr. Proctor is a Director of ARC Resources Ltd.'s, GreenFirst Forest Products Inc and Athabasca Oil Corp. Prior to its merger with ARC in April 2021, Mr. Proctor was the President and Chief Executive Officer of Seven Generations Energy Ltd. since 2017, the President and Chief Operating Officer of 7G from May 2014 to mid-2017 and the Chief Operating Officer of Baytex Energy from 2009 to 2014.

Mr. Proctor holds Bachelor of Science and Master of Science degrees in Petroleum Engineering from the University of Alberta, earned the ICD.D designation from the Institute of Corporate Directors, and is registered as a Professional Engineer with APEGA. In 2022, Mr. Proctor completed the Advanced Management Program at the University of Chicago's Booth School of Business.

Board Committee Membership

Board
Audit Committee
Governance & Human Resources
Sustainability, HSE & Reserves

Meeting Attendance

7/7	100%
4/4	100%
2/2	100%
2/2	100%

VOTES FOR

MULTIPLE OF 2024

COMPENSATION

30x

ANNA ALDERSON

Calgary, AB, Canada

Age 64 / Director Since 2021

INDEPENDENT DIRECTOR

Ms. Alderson joined the Tenaz Board of Directors following the recapitalization transaction in October 2021. Ms. Alderson served as an Audit Partner with KPMG prior to her retirement in 2019. She has extensive experience providing audit and other services to domestic and international oil and gas companies. She is a Director of PrairieSky Royalty Ltd. since 2023 and a member of the Audit Committees for both the Calgary Stampede and Calgary Foundation since April 2021.

Ms. Alderson is a Chartered Professional Accountant (Alberta), has a Bachelor of Commerce degree in Accounting (with great distinction) from the University of Saskatchewan and holds an ICD.D designation from the Institute of Corporate Directors.

Key Skills & Experience

Financial Literacy
Financial Experience
Managing Leading Growth
Risk Management
ESG

Board Committee Membership

Board
Audit Committee
Sustainability, HSE & Reserves

Meeting Attendance

7/7	100%
4/4	100%
2/2	100%

VOTES FOR

MULTIPLE OF 2024

COMPENSATION

23.5x

JOHN CHAMBERS

INDEPENDENT DIRECTOR

Canmore, AB, Canada

Age 58 / Director Since 2019

Mr. Chambers is a continuing Altura Board Member following the recapitalization transaction in October 2021. Mr. Chambers is an independent businessman since November 2018 with extensive experience in energy capital markets and merger and acquisition advisory. Previously, Mr. Chambers was Vice-Chairman and President of GMP FirstEnergy from 2016 to 2018, the President and then Chief Executive Officer of FirstEnergy Capital Corp. from 2006 to 2016 and a former Chair of the Investment Industry Association of Canada.

Mr. Chambers has a Master of Business Administration in International Finance from McGill University and a Bachelor of Science in Geophysics from the University of British Columbia and holds an ICD.D designation from the Institute of Corporate Directors.

Key Skills & Experience

Executive Leadership
Governance
Risk Management
Capital Markets
Financial Literacy

Board Committee Membership

Board
Audit Committee
Governance & Human Resources

Meeting Attendance

7/7	100%
4/4	100%
2/2	100%

VOTES FOR

MULTIPLE OF 2024 COMPENSATION¹

68.2x

ANTHONY MARINO

Philadelphia, Pennsylvania

Age 65 / Director Since 2021

Key Skills & Experience

Executive Leadership
Oil & Gas Operations
Reserves Evaluation
Financial Literacy
ESG

Board Committee Membership

Board

VOTES FOR

MULTIPLE OF 2024 COMPENSATION¹

53.5x

MARK ROLLINS
INDEPENDENT DIRECTOR

Vaud, Switzerland
Age 61 / Director Since 2021

Mr. Rollins joined the Tenaz Board of Directors following the recapitalization transaction in October 2021. Mr. Rollins' career in the oil and gas industry includes senior leadership positions in international markets, midstream and downstream oil and gas, and deregulated utility sectors with extensive experience in business development, government negotiation, and private equity. He is the Non-Executive Chairman and Director of Beacon Energy plc (United Kingdom) since February 2020. From 2015 to May 2019, he was the Chief Executive Officer and Chairman of the Executive Board of Ukrnafta, a company responsible for significant Ukrainian oil production, and from 2008 to 2015, was Senior Vice President of BG Group plc (United Kingdom).

Mr. Rollins has a Doctorate in Engineering Science from the University of Oxford as well as a Masters in Mathematics from the University of Cambridge.

Key Skills & Experience

Executive Leadership
Capital Markets
Oil & Gas Operations
Financial Literacy
ESG

Board Committee Membership

Board
Governance & Human Resources
Sustainability, HSE & Reserves

Meeting Attendance

7/7	100%
2/2	100%
2/2	100%

VOTES FOR

MULTIPLE OF 2024 COMPENSATION¹

62.2x

VARINIA RADU
INDEPENDENT DIRECTOR

Bucharest, Romania
Age 46 / Director Since 2023

Ms. Radu joined the Tenaz Board of Directors in November 2023. Ms. Radu is a partner of the international law firm CMS, serving as the Deputy Head of CEE Energy Projects and Construction Practice Group, Head of Energy and Projects in Romania and Head of Oil and Gas in the CEE. Ms. Radu has broad international experience with a practice focused on the electricity, oil and gas and mineral resources sectors. Ms. Radu has previously served as board member for other international oil and gas companies and has a deep understanding of the European policy and legal framework for the energy sector.

Ms. Radu has a Law degree from the Babes-Bolyai University, Romania, a Master of Arts degree in International Relations, National School of Political and Administrative Studies, Romania, a Master of Arts degree in Petroleum Management, Ploiesti University of Oil and Gas, Romania, and a Masters of Business Administration, University of Chicago (Booth School of Business), Chicago.

Key Skills & Experience

Executive Leadership
Oil & Gas Operations
Reserves Evaluation
Financial Literacy
ESG

Board Committee Membership

Board
Governance & Human Resources
Sustainability, HSE & Reserves

Meeting Attendance

7/7	100%
2/2	100%
2/2	100%

VOTES FOR

MULTIPLE OF 2024 COMPENSATION¹

4.2x

Note:
(1) The share ownership multiple is calculated based on total equity ownership as at December 31, 2024, times the closing price on the TSX of $14.03 per Common Share as at December 31, 2024.

Director Share Ownership

The Company's approach to compensation is informed by best practices, including levels of share ownership for non-employee directors. The Company's objective is that non-employee directors hold Common Shares, including DSUs, with a value of not less than three times the annual cash retainer fees for each director. The following table sets out the value of the holdings of each of Tenaz's non-employee directors as at December 31, 2024.

Name	Common Shares (#)	DSUs (#)	Value of Common Shares & DSUs^{(1)} ($)	Total Share Ownership Value Objective ($)	Share Ownership Multiple	Meets Share Ownership Requirement^{(2)}
Marty Proctor	115,200	24,000	1,952,976	195,000	30.0x	Yes
Anna Alderson	65,906	18,000	1,177,201	150,000	23.5x	Yes
John Chambers	221,650	21,500	3,411,395	150,000	68.2x	Yes
Varinia Radu^{(3)}	-	15,000	210,450	150,000	4.2x	Yes
Mark Rollins	203,500	18,000	3,107,645	150,000	62.2x	Yes

Notes:
(1) Value of Common Shares and DSUs is based on the TSX closing trading price of $14.03 per Common Share as at December 31, 2024.
(2) Certain directors participated in a non-brokered private placement of units in connection with the 2021 recapitalization transaction and, as a result, also hold warrants to acquire an aggregate of 311,400 Common Shares. These Warrants do not count toward the share ownership guidelines.
(3) Ms. Radu was appointed November 12, 2023.

Attendance

In 2024, the average Board and committee attendance rate was 100%; most directors voluntarily attended meetings of committees of which they were not a member. Attendance includes all regular Board and committee meetings, any other Board or committee meetings, and the annual Shareholder meeting held since the director's appointment. An in-camera session of the directors is held at each regularly scheduled Board and committee meeting so that the independent members of the Board have an opportunity to meet without the presence of management members of the Board.

Interlocking Board Memberships

No Tenaz directors serve together on the same outside board of directors. The table below includes a list of our directors and their respective public boards.

Other Public Companies	Proctor	Marino	Alderson	Chambers	Radu	Rollins
ARC Resources Ltd.	X	None		None	None
Athabasca Oil Corp.	X
Beacon Energy PLC. (United Kingdom)						X
GreenFirst Forest Products	X
PrairieSky Royalty Ltd.			X

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of the Company, no proposed director of the Company (nor any holding company of any such persons):

is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company, that:

a. was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

b. was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days;

is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or
has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

DIRECTOR COMPENSATION

The Governance and Human Resources Committee ("GHR Committee") is responsible for reviewing the directors' compensation program and making recommendations to the Board for approval. Director compensation is determined considering current market conditions and competitive practices.

Director Compensation Discussion

The GHR Committee reviews the compensation paid to directors against industry practices for oil and gas companies of a similar business model, size, and scope. Director compensation is targeted at the median of the market. The total director compensation package recognizes the increasing responsibilities, time commitments, and accountability of Board members of public companies. Tenaz reviews director compensation annually to ensure the Company provides a compensation package that allows the Company to attract and retain competent Board members. Recommendations are made to the Board, and the Board approves changes to director fees (if any). Independent Board members, being all the members of the Board other than the President and Chief Executive Officer ("CEO"), receive annual director fees payable in cash.

Incentive Plan Awards (Non-Employee Directors)

Under the TIP, directors may be granted DSUs and RSUs but may not be granted any performance-based awards. Options were previously (but are no longer) granted to directors in accordance with the Stock Option Plan which was discontinued in 2022. The following is a summary of the RSUs and DSUs. See the information set out in the Information Circular under the heading "Tenaz Incentive Plan – Approval of Unallocated Awards" and the TIP summary in Appendix B for additional information.

RSUs

Each RSU consists of the right to receive one Common Share upon redemption pursuant to the TIP. Each grant of RSUs is evidenced by an award agreement ("Award Agreement") containing the RSU vesting provisions and such conditions

or restrictions imposed by the Board and such other terms and conditions which are consistent with the TIP. At the time of the RSU grant, the Board shall specify the year of service of the Participant in respect of which the RSU is granted. Vested RSUs are to be redeemed no later than December 15 of the third year following the end of the relevant RSU Service Year as defined in Appendix "B". RSUs that have vested in accordance with the provisions of the applicable Award Agreement shall be redeemed with Common Shares issued from the treasury of the Company, in cash (equal to the Fair Market Value (as of the RSU Redemption Date) of the Common Shares otherwise deliverable), through market purchases of Common Shares, or a combination thereof.

DSUs

The Board may direct that all or a portion of a non-employee director's annual cash fees be received in the form of DSUs, and each non-employee director shall have the right, but not the obligation, to elect to receive his or her cash fees in DSUs. DSUs shall only be granted to a Participant that is a non-employee director. Each grant of DSUs is evidenced by an Award Agreement containing such conditions or restrictions imposed by the Board and such other terms and conditions consistent with the TIP as the Company may determine appropriate. The Company maintains a DSU account for each non-employee director participant that is credited with DSUs granted to the participant as of the date of grant of the DSUs. Granted DSUs vest immediately, but no payment may be made until a Triggering Event (as defined below).

Notwithstanding any other provision of the TIP, no payment shall be made in respect of a DSU until after the earliest time of: (i) the non-employee director participant's death; or (ii) the latest time that the participant ceases to be a director of the Company or any affiliate (such time, the "Triggering Event"). On December 15th of the calendar year commencing immediately after the date of the Triggering Event, or on such other earlier date determined by the Board, all vested DSUs credited to the participant's DSU account shall be redeemed with Common Shares issued from treasury of the Company, in cash (equal to the fair market value of such Common Shares as at the DSU redemption date), through market purchases of Common Shares, or a combination thereof. All payments following the applicable DSU redemption date shall be made no later than December 31st of the calendar year commencing immediately after the occurrence of the Triggering Event.

Blackout Restricted Periods

If the date of redemption of RSUs or DSUs occurs during a 'blackout' restriction period applicable to the relevant participant, then payment shall be made by delivering cash (equal to the fair market value (as of the applicable redemption date) of the Common Shares otherwise deliverable), provided that, if the Board determines in its sole discretion (outside of a blackout restriction period) to settle the RSUs or DSUs in Common Shares and such determination does not result in the extended redemption date being later than December 31st of the third year after the end of the relevant RSU Service Year, or in the case of DSUs December 31st of the calendar year commencing immediately after the occurrence of the Triggering Event, then the applicable redemption date shall be the date that is the 10th business day after the expiry date of the blackout restriction period.

Director Fees

The table below summarises the directors' annual cash retainer fees for 2024. Directors are also eligible for reimbursement of reasonable out-of-pocket expenses incurred to attend meetings.

Component	Amount(1)
Board Chair Retainer	$65,000
Board Member Retainer	$50,000

Note:
(1) Effective January 1, 2025, annual cash retainer fees for the Board Chair and independent directors are $75,000 and $60,000, respectively. For the 2025 retainer payment, all directors elected to receive 100% of their annual cash retainer fees in DSUs, further reinforcing alignment with Shareholders' interests.

Directors' Summary Compensation Table

The following table sets forth the details of compensation earned by the Company's independent directors during the Company's financial year ended December 31, 2024:

Name and principal position	Fees earned ($)	Share-based awards (DSUs)(1) ($)	Share-based awards (RSUs)(1) ($)	All other compensation ($)	Total compensation ($)
Marty Proctor
Chair	65,000	46,800	46,800	-	158,600
Anna Alderson
Director	50,000	35,100	35,100	-	120,200
John Chambers
Director	50,000	35,100	35,100	-	120,200
Varinia Radu(2)
Director	50,000	56,940	56,940	-	163,880
Mark Rollins
Director	50,000	35,100	35,100	-	120,200

Notes:
(1) The value of 2024 share-based awards is calculated by multiplying the number of awards granted by the May 21, 2024, grant price of $3.90.
(2) Ms. Radu joined the Board on November 12, 2023. As she did not receive any compensation for 2023, she was granted a prorated award in addition to the annual 2024 grant. This award consisted of 6,000 RSUs and 6,000 DSUs, based on a share price of $3.64 as of January 15, 2024.

Incentive Plan Awards

Outstanding Option-Based Awards and Share-Based Awards

The following table sets forth, for each of the Company's independent directors, option-based and share-based awards outstanding as at December 31, 2024.

Name and position	Option-based Awards				Share-based Awards
	Number of securities underlying unexercised Options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money Options(1) ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested(2) ($)	Market or payout value of vested share-based awards not paid out or distributed(2) ($)
Marty Proctor
Chair	60,000	2.70	22-Nov-26	679,800	20,000	280,600	336,720
Anna Alderson
Director	50,000	2.70	22-Nov-26	566,500	15,000	210,450	252,540
John Chambers
Director	30,000	2.70	22-Nov-26	339,900	17,300	242,719	301,645
Varinia Radu
Director	-	-	-	-	15,000	210,450	210,450
Mark Rollins
Director	50,000	2.70	22-Nov-26	566,500	15,000	210,450	252,540

Notes:
(1) Calculated based on the difference between the closing price of the Common Shares on December 31, 2024 ($14.03) and the exercise price of the Options ($2.70).
(2) The value of: (i) share-based awards that have not vested (RSUs) and (ii) vested share-based awards not paid out or distributed (DSUs) was based on the closing price of the Common Shares on the TSX of $14.03 as at December 31, 2024.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth for each of the Company’s independent directors the value of awards that vested during the year ended December 31, 2024, and the value of non-equity incentive plan compensation earned during the year ended December 31, 2024.

Name and position	Option-based awards – Value vested during the year(1) ($)	Share-based awards – Value vested during the year(2) ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Marty Proctor
Chair	249,000	60,950	-
Anna Alderson
Director	207,915	45,713	-
John Chambers
Director	124,500	49,958	-
Varinia Radu
Director	-	56,913	-
Mark Rollins
Director	207,915	45,713	-

Notes:
(1) Calculated based on the closing price of the Common Shares on the TSX of $15.15 on the vesting date (November 22, 2024) and the exercise price of the Options of $2.70.
(2) Includes redeemed RSUs based on the five-day VWAP of the Common Shares on the TSX of $3.54 on the redemption date (June 17, 2024) and DSUs granted in 2024.

CORPORATE GOVERNANCE DISCLOSURE

Set forth below is a description of the Company’s corporate governance practices. Disclosure in respect of directors is based on the nominees for election as a director at the Meeting set forth in this Information Circular.

Board of Directors Independence

All but one of our current directors is independent. Mr. Marino is our President and CEO and, as an executive of Tenaz, is not independent. The Board reviews director independence annually. The Board considers business, family and other relationships of each director and whether there is any material relationship, including relationships which could, in the view of the Board, interfere with the director’s independent judgement.

Orientation and Continuing Education

Existing directors provide orientation and education to new members on an informal and ad hoc basis. New directors of the Company are given a copy of the terms of reference for the Board, and each of the Audit Committee, GHR Committee, and Sustainability, HSE, and Reserves Committee, and a copy of the Guidelines for Committees. A presentation is made by management to new directors regarding the nature of the Company’s business and operations.

No formal continuing education program currently exists for the directors of the Company; however, the Company encourages directors to attend, enroll or participate in courses and/or seminars dealing with financial literacy, corporate governance and related matters and pays the cost of such courses and seminars. Each director of the Company has the responsibility for ensuring that he or she maintains the skill and knowledge necessary to meet his or her obligations as a director.

Throughout the year, the Board members participated in several external educational programs. They attended a variety of events aimed at keeping them informed about industry trends, governance, social issues, AI, economic

conditions in Canada and internationally, regulatory updates, environmental issues, and other aspects impacting the company's operations and financial stability. The following list details the educational topics covered by our Board members in 2024.

Subject	Topics	Prepared/Hosted By
ESG	A Look Under the HoodAge Diversity on BoardsAudit Committee Chair Forum for Small & Medium Reporting IssuersCPAB Roundtable for Audit Committee ChairsContemporary Ethics for CPAsComplexities of CEO Performance and SuccessionFuture of Sustainability Reporting, Part I & IIHR & Compensation Committee EffectivenessModerated Panel Discussion with Scott Thon, CEO, Berkshire HathawayEnergyOrganizational Resilience - Why It MattersOptimizing Indigenous Partnerships & Project FinancingOrphan Wells in AlbertaOsler's 10th Annual Diversity Disclosure Practices ReportThink Better' Webinar with Mario SmallTPH Director Series - There Will Be PipeTPH Board Resolution Series	CAPBCPA AlbertaChicago BoothHeidrick & StruggleICDPetroleum History SocietyScotiabank GBMTudor Pickering Holt
Economy/Geopolitics	Canadian Finance ConferenceEconomic Outlook 2024Federal Budget ReviewGeopolitics & the US Election - What Boards Need to KnowThe World Goes to the PollsWebinar: The Fragmentation of Global Finance	BloombergChicago BoothEconomistDeloitteKPMG
Science and Technology	AI - Everything You Need to KnowAI, Science and Society WebinarAI WebinarChatGPT for AccountantsDigital Empires: The Global Battle to Regulate TechnologyDark Web and Cybersecurity for AccountantsEthics and TechnologyScience Talks WebinarUpdate on Officer and Director Liability for Cyber Attacks	CPA AlbertaEconomistUniversity of AlbertaUniversity of Chicago

Ethical Business Conduct

The Board has adopted a Code of Business Conduct and Ethics ("Code of Conduct") applicable to all members of the Company, including directors, officers, and employees. A copy of the Code of Conduct is available under "Policies & Plans" in the Governance section of the Company's website at tenazenergy.com/governance. Each director, officer, and employee is required to annually review and confirm they understand the Code of Conduct and their compliance with it.

The Board did not grant a waiver of the Code of Conduct, and no material change report was filed during the most recently completed financial year in respect of any conduct of a director or officer that constituted a departure from the Code of Conduct. If a director or officer has any interest in or a perceived conflict involving a contract or business relationship with the Company, that director or officer will be excluded from all discussions and deliberations regarding the contract or relationship, and such director will abstain from voting in respect thereof.

Directors and executive officers have disclosed all directorships held by such member and existence and nature of any interests that could result in a conflict situation with the Company.

Whistleblower Policy

Our Whistleblower Policy provides an accessible tool to report concerns of inappropriate activity, including, but not limited to, accounting, financial controls, audit matters, fraud, theft, discrimination, retaliation, harassment, unwelcome conduct, bullying, and safety concerns. The Whistleblower Policy sets out procedures to address the receipt, retention, and treatment of complaints and concerns received, and outlines measures taken to protect the confidentiality and anonymity of any submissions. A copy of the Whistleblower Policy is available under “Policies & Plans” in the Governance section of the Company’s website at tenazenergy.com/governance. Reports may be made without fear of discrimination, retaliation, or harassment through the following means:

1.855.4484 CARE (2273) (toll-free North America)
[email protected]

Nomination of Directors

Nominees for directors are initially considered and recommended by the GHR Committee, approved by the entire Board and elected annually by the Shareholders.

In consultation with the Board Chair and the President and CEO, the GHR Committee recommends to the Board nominees for election as members of the Board keeping in mind the competencies and skills each new nominee will bring to the Board.

At present, the GHR Committee does not have a formal process by which it identifies new candidates for Board nomination. The identification of new candidates is done on an informal and ad hoc basis with reference to a skills and experience matrix that is reviewed at least annually by the GHR Committee.

Compensation

See “Statement of Executive Compensation – Compensation Discussion and Analysis” and “Director Compensation - Director Compensation Discussion” for a discussion of the Company’s approach to determining compensation for the directors and President and CEO of the Company, including who determines compensation and the process of determining compensation.

Board Committees

In addition to the Audit Committee and the GHR Committee, the Company has a Sustainability, HSE, and Reserves Committee of the Board to which the Board has delegated certain responsibilities.

Audit Committee

The Audit Committee is discussed in more detail in “Audit Related Disclosure”.

Governance and Human Resources Committee

The GHR Committee is responsible for the following:

Independence
Review the Company’s structures and procedures to ensure the Board functions independently of management.
Policies
Review periodically, for Board approval, a Board Manual outlining the policies and procedures by which the Board will operate and the terms of reference for the Board and Committees.
Board & Committee Composition
Assess the needs of the Board in terms of the frequency and location of Board and committee meetings, meeting agendas, discussion papers, reports and information, director orientation/development and the conduct of meetings and make recommendations to the Board as required.
In consultation with the Board Chair and the President and CEO, recommend committee members and committee chair appointments to the Board for approval and review the need for, and the performance and suitability of, those committees and make recommendations as required.
At least annually, review and consider the Board’s current and long-term composition by considering:
the size of the Board and the diversity of its members;
the competencies and skills ideal for the Board, including requirements to staff certain Board committees; and
the competencies and skills each existing director possesses.
Board Succession
In consultation with the Board Chair and the President and CEO, recommend to the Board nominees for election as members of the Board and its subsidiaries, keeping in mind the competencies and skills each new nominee will bring to the Board as well as the diversity and inclusion initiatives of the organization.
Board Compensation
Annually review the directors’ compensation program and make any recommendations to the Board for approval.
Board Evaluations
Conduct evaluations of the Board, Board Chair, Board committees, and individual directors.
Independent Legal Counsel
Ensure there is a system that enables a committee or director to engage separate independent counsel in appropriate circumstances, at the Company’s expense, and be responsible for the ongoing administration of such a system.
Policy Review
Oversee the Code of Conduct, including:
periodically review the Code of Conduct and recommend any necessary revisions to the Board; and
lead the Board in considering any explicit or implicit waivers of the Code of Conduct, and ensure any waivers that are approved by the Board are reported to meet regulatory requirements.
Oversee the Whistleblower Policy.

Corporate Governance

Ensure that the Company’s governance disclosure material is accurate and meets or exceeds all regulatory guidelines, including but not limited to:
confirm that the Board has approved the terms of reference;
independence of the Board and its committees;
establishment of all required and recommended Board committees;
description of Board, committee, and individual director evaluation process; and
ensure that all documents that are required to be publicly disclosed are available on the corporate website, or in hard copy by request, including but not limited to Terms of Reference for:
Board;
Board Chair;
Board committees, with the added responsibility of ensuring the Terms of Reference for the Audit Committee are included in the Company’s Annual Information Form; and
President & CEO.
Recommend to the Board any reports or initiatives on corporate governance that may be required or considered advisable.

Sustainability, HSE, and Reserves Committee

The Sustainability, HSE, and Reserves Committee is responsible for the following:

Sustainability

Oversee the development and evolution of the Company’s policies, practices, and strategies relating to sustainability matters.
Review and assess whether the Company’s sustainability initiatives are effectively implemented, comply with applicable legislation, conform with industry standards and support the Company’s business objectives.
Review the Company’s sustainability performance and the development of internal and external key performance indicators.
Review the Company’s disclosure, reporting and external communication practices pertaining to sustainability issues.
Review emerging risks and opportunities associated with sustainability issues as they relate to the Company’s operations.
Assist the Board in respect of matters related to sustainability.

Health, Safety & Environment

Oversee the development and evolution of the Company’s policies, practices, and strategies related to health, safety, and environmental protection.
Review and assess whether the Company’s Health, Safety & Environment Policies are effectively implemented, comply with applicable legislation and conform with industry standards.
Review the Company’s health, safety, and environmental activities and performance, including:
performance and compliance with codes, standards, regulations and applicable laws;
significant external or internal audit reports;
emerging trends, issues and regulations that could materially impact the Company’s business; and
outstanding litigation as it relates to environment, health or safety matters.
Review the insurable risks related to health, safety and the environment and evaluate cost/insurance benefits associated with those risks; concerning insurance, the Committee shall consult with and review the recommendations of the Audit Committee.

Assist the Board in respect of matters related to health, safety, and the environment.

Reserves

Review the selection and qualifications of the independent engineering firm responsible for estimation of reserve and resource quantities (the “independent engineering firm”), the scope of its work and ensure the consistency of its practices, standards, and definitions.
Review matters relating to the preparation, disclosure and/or filing of information related to the reserves and resources of the Company, and its affiliates, and make a recommendation to the Board as to whether to approve the disclosure and/or filing of such information.
Review externally disclosed oil and gas reserve and resource estimates and ensure they meet the requirements of applicable securities legislation.
Review the Company’s practices against applicable engineering standards and any relevant “best practice” guidelines.
Periodically review the Company’s relationship with the independent engineering firm.
Assist the Board in respect of matters related to evaluations of petroleum and natural gas reserves and resources.

Assessments

As part of its mandate, the Board is responsible for reviewing annually the composition of the Board and its committees and assessing the performance of the directors on an ongoing basis.

In 2024, the Company implemented a formalized annual Board evaluation process to enhance governance effectiveness. The evaluation process included a confidential questionnaire completed by each director, one-on-one interviews, and peer evaluations. The GHR Committee oversaw the evaluation of the Board, its committees, and individual director contributions. Committee performance was assessed by the respective Committee chairs during in-camera sessions, and the GHR Committee reported the findings to the Board.

Following the 2024 assessment, the Board reviewed the results and was satisfied that both the Board and its committees operated efficiently, with strong collaboration and effective dynamics between directors and management.

Skills Matrix

The GHR Committee annually reviews the skills and experience of the Board to assess whether the Board’s skills and experience need to be supplemented in any area. In conducting its annual review, the GHR Committee evaluates the skills and experience of the individual Board members and the Board overall. When assessing the composition of the Board, the GHR Committee also considers the diversity and inclusion objectives of the organization.

The director skills matrix below provides a listing of skills and competencies that the Board has determined are important to Tenaz’s continuing success, and which of those skills and competencies each of the proposed nominees for election as a director at the Meeting possess.

Level of experience or expertise:

√ Advanced

√ General

Skills / Experience	Proctor	Alderson	Chambers	Marino	Radu	Rollins
Executive Leadership	✓	✓	✓	✓	✓	✓
Capital Markets	✓	✓	✓	✓	✓	✓
Managing / Leading Growth	✓	✓	✓	✓	✓	✓
Oil and Gas Operations	✓	✓	✓	✓	✓	✓
Reserves Evaluation	✓	✓	✓	✓	✓	✓
Health, Safety and Environment	✓	✓	✓	✓	✓	✓
Governance	✓	✓	✓	✓	✓	✓
Financial Literacy	✓	✓	✓	✓	✓	✓
Financial Experience	✓	✓	✓	✓	✓	✓
Risk Management	✓	✓	✓	✓	✓	✓
Human Resources and Compensation	✓	✓	✓	✓	✓	✓
Risk Management	✓	✓	✓	✓	✓	✓
Sustainability (ESG)	✓	✓	✓	✓	✓	✓
Equity, Inclusion, and Diversity	✓	✓	✓	✓	✓	✓
Regulatory, Legal, and Public Policy	✓	✓	✓	✓	✓	✓

In addition to considering the skills and experience of the Board, the GHR Committee also considers the knowledge and character of all the nominees and other factors including independence to ensure the Board operates effectively and independently of management.

Diversity and Representation

The Company recognizes the importance of diversity and representation in the governance of the organization. In 2023, the Board adopted a gender diversity target of $30\%$ of women on our Board. Tenaz currently exceeds this target, with two women directors comprising $33\%$ of the Board. Additionally, one of these women serves as Chair of the Audit Committee.

Other Governance Information

The Terms of Reference for the Company's Board, Board Chair, President and CEO and the Board Committees, and Guidelines for Committees, can be found under "Terms of Reference" on the Governance section of the Company's website at tenazenergy.com/governance. The Governance section of the Company's website also contains specific Company policies under "Policies & Plans", including the Code of Conduct, the Whistleblower Policy, the Anti-Corruption, Sanctions and Anti-Money Laundering Policy and the Majority Voting Policy, and the Company's constating documents, including its by-laws, under "Constating Documents".

STATEMENT OF EXECUTIVE COMPENSATION

The following Compensation Discussion and Analysis provides a description of the compensation practices and policies of the Company.

Compensation Strategy and Governance

The overall responsibility for the compensation program of the Company lies with the GHR Committee and the Board. Since the launch of Tenaz in the fourth quarter of 2021, the compensation practices and policies of the Company have been reviewed and reconstructed to align with the strategy of the Company. The Board adopted a set of performance scorecards along with a defined peer group to create an objective and formulaic basis for the measurement and determination of annual compensation and the performance multiplier applicable to future PSUs. The applicable scorecards and peer group, effective January 1, 2023, are described within the section "Performance Scorecards and Peer Group".

The Company's compensation program is administered by the GHR Committee in consultation with the Board. The GHR Committee is comprised of John Chambers (Chair), Marty Proctor, Varinia Radu, and Mark Rollins, each of whom has applicable senior leadership experience in compensation-based matters and each of whom is independent. The skills and expertise that enable the members of the GHR Committee to make decisions on the suitability of the Company's compensation policies and practices are found within the section "Director Nominees".

Under its Terms of Reference, the GHR Committee has the responsibility for the following in respect of human resource matters.

Program / Area	Committee Action
Compensation Philosophy (Risk)	• Review compensation philosophy and assess internal and external compensation risk factors.
• Review level of executive and director share ownership.
Compensation Programs
• Peer Group
• Scorecards
• Equity Plans
• Program Costs	• Establish peer group selection criteria and recommend for Board approval.
• Determine the corporate performance and executive compensation peer group at least annually, against agreed upon selection criteria.
• Review and recommend for Board approval of STIP and LTIP scorecards (as defined below).
• Review the incentive compensation arrangements with the President and CEO, including, (i) designation of the employees who participate; and (ii) affordability and dilution considerations.
Management Evaluation & Compensation	• Review and recommend President and CEO’s corporate goals and objectives.
• Assist in the evaluation and review of the President and CEO and approve and recommend to the Board President and CEO’s compensation based on the evaluation.
• In consultation with the President and CEO, review and recommend to the Board compensation, incentives, bonuses and benefit plans for the executive officers, other than the President and CEO.
Organizational Changes	• Review and endorse major changes in the organizational structure of management as proposed.

Program / Area	Committee Action
Public Commitments	• Review with the President and CEO any significant public service commitments and/or outside Board appointments being considered by the President and CEO.

In 2024, the management team, together with the GHR Committee, reviewed industry practices and selected an appropriate compensation structure for both the executive officers and directors to reflect the current organization and adapt to its growing size and scale over time.

Our organization is progressing on a path to reach operating and capital scale commensurate with a mid-cap public company. Our compensation structure remains focused on maintaining general and administrative expenses at a relatively low level to preserve the Company's balance sheet strength for acquisition opportunities, and to align the interests of executive officers with Shareholders' interests in increasing the value of the Common Shares over the long-term.

To accomplish these goals, the current elements of the compensation program for executive officers consist of: (i) base salary; (ii) bonus payments determined based on a combination of corporate and individual performance; (iii) PSUs under the TIP; and (iv) other typical benefits and any perquisites.

The TIP, adopted in 2022, replaces the Stock Option Plan with no further Option grants to be awarded under the Stock Option Plan. Outstanding Options previously granted under the Stock Option Plan continue to be governed by the Stock Option Plan until the Options are exercised or expire.

The GHR Committee intends to continue to evaluate the compensation programs as the Company grows. It intends to adjust compensation programs over time as appropriate to reflect the operational scale and complexity of the Company.

Base Salary

The salary of each executive officer is intended to be set at levels comparable to those at similar market capitalization entities operating in both the Calgary market and internationally.

The purpose of the base salary is to create a base level of compensation for executive officers while maintaining the general and administrative expenses of the Company at relatively low levels. Although base salaries of the President and CEO and the Chief Financial Officer ("CFO") are targeted to be at peer group levels, at present, they remain below the peer group average by 57% for the CEO and 47% for the CFO.

Short-term Incentive Compensation - Cash Bonuses

The short-term incentive Plan ("STIP") scorecard evaluates corporate success based on financial and operating performance (50%), health, safety, environment, and sustainability (25%), and strategy (25%). See "Performance Scorecards and Peer Group" for additional information. The STIP scorecard results in a performance factor of between 0 and 2 times. Various weightings of personal performance and Company performance establish the overall multiplier for individual employees (with certain executives having performance measured entirely against Company performance). After considering the recommendations from the GHR Committee assessment, the Board approved a performance multiple of 1.63 times for 2024.

Long-term Incentive Compensation

Following the Company's recapitalization transaction in 2021, long-term incentive compensation, in the form of the issuance of equity awards to officers of the Company, has been designed to align the interests of the executive officers with the long-term accretion in value of the Common Shares through strategic acquisitions and development of the Company's assets.

In 2021, the Company granted Options pursuant to the prior Stock Option Plan. One-third of the Options vested on each of the first, second, and third anniversaries of the date of grant. The Options expire five (5) years from the date of grant and have an exercise price based on the closing price of the Common Shares on the TSX on the trading day immediately prior to the grant date.

In 2022, the Board approved the TIP, which provides for the issuance of share-based long-term incentives. The TIP and Awards made thereunder replaced the prior Stock Option Plan and Options as long-term incentive compensation awards. Outstanding Options continue to vest in accordance with their terms of grant under the prior Stock Option Plan.

The types of Awards available under the TIP include options, RSUs, PSUs, DSUs, and Dividend-Equivalent Rights. Previous grants of option-based awards were considered when considering new grants under the TIP. Generally, PSUs vest three years from the grant date (new hire awards vest as to one-third on the first, second, and third anniversary of the grant date.

A performance factor (based on Company performance) is applied to PSU awards upon vesting, ranging from a multiplier between zero and two. After application of the multiplier, realized awards may be as low as zero or as high as twice the granted number of PSUs.

The long-term incentive plan ("LTIP") scorecard evaluates corporate success based on total shareholder return ("TSR") performance (35%), financial and operating performance (30%), sustainability (10%), and strategy (25%). The LTIP scorecard results in a performance factor of between 0 and 2 times. The purpose of the performance factor is to adjust the number of vested awards to align compensation with performance in achieving corporate objectives as measured through a performance scorecard.

A summary of the STIP and LTIP scorecards can be found under the heading "Performance Scorecards and Peer Group".

Other Benefits and Perquisites

The executive officers also participate in other group benefit plans and perquisites (life, disability, health and dental insurance, parking, and savings plan) that are also available to all employees of the Company, and which are comparable to those offered to industry peers.

The Company has a savings plan for all employees that includes a 1-for-1 matching of contributions up to a maximum of 5% of base salary. Participation in the savings plan is voluntary.

Performance Graph

The graph below compares the change in cumulative TSR over the five most recently completed financial years, assuming a $100 investment in Common Shares. As of December 31, 2024, the cumulative TSR of 407% significantly outperformed the S&P/TSX Capped Energy Index, which returned 223% over the same period. The comparison covers the period from January 1, 2020, to December 31, 2024, and includes the performance of Altura Energy Inc. before the October 2021 recapitalization transaction.

The trading price of the Common Shares on the TSX is subject to fluctuation based on a number of factors, many of which are outside the control of the Company. These include, but are not limited to, fluctuations and volatility in commodity prices for crude oil and natural gas, global economic conditions, changes in government and environmental policies, legislation and royalty regimes, and other factors, some of which are disclosed and discussed under the heading "Risk Factors" in the Company's Annual Information Form dated March 12, 2025.

The Company considers a number of factors in connection with its determination of appropriate levels of compensation including, but not limited to, the demand for and supply of skilled professionals with experience in the oil and gas industry, individual performance and the Company's performance as it relates to: (i) execution of the Company's operational goals and vision towards international acquisitions; (ii) absolute and relative Shareholder return; (iii) production per share growth; (iv) reserve additions; (v) performance-based metrics commonly used in the oil and gas industry; and (vi) health, safety and environmental metrics.

Compensation, Governance, and Risk Management

Short Sales, Puts, Calls, and Options

The Company's policy on Corporate Disclosure, Confidentiality and Trading in Securities by Directors, Officers and Employees (Appendix A to the Code of Conduct) contains anti-hedging provisions.

All directors and officers of the Company are prohibited from engaging in any arrangement that is designed to hedge or offset a decrease in the market value of equity securities granted to such director or officer as compensation or held directly or indirectly by such director or officer. The policy on hedging securities of the Company does not prevent a director or officer of the Company from pledging his or her securities of the Company as security for a loan.

A copy of the Company's policy on hedging securities is included in the Code of Conduct available under "Policies & Plans" on the Company's website at tenazenergy.com/governance.

Risk Adjusted Compensation

As part of its review of the Company's compensation program, the GHR Committee expects to consider whether the compensation program provides executive officers of the Company with adequate incentives to achieve both short and long-term objectives without motivating them to take inappropriate or excessive risk.

The GHR Committee has concluded that the compensation program and policies of the Company do not encourage its current executive officers to take inappropriate or excessive risks. This assessment is based on a number of considerations including, without limitation, the following: (a) the terms of Options and PSUs granted provide for vesting over a period of three years, which encourages executive officers to continue to develop favorable results over a longer period of time and reduces the risk of actions that may have short-term advantages; (b) the Company's compensation program for executive officers is not structured differently from the compensation program for other employees within the Company; (c) the overall compensation program is aligned with the Company's business plan and long-term strategies; (d) share ownership guidelines for executive officers help to ensure executive officers maintain a significant equity interest in the Company, which encourages executive officers to continue to develop favorable results over a longer period of time and reduces the risk of actions that may have short-term advantages (see "Officer Share Ownership Guidelines" section); (e) the Recoupment of Incentive Compensation (discussed below) gives the Board the ability to claw back any incentive compensation to the extent that an executive officer undertook inappropriate behaviour; and (f) establishing robust restrictions on the ability of executives to participate in transactions that are designed to hedge or offset a decrease in market value of securities of the Company as discussed above under the heading "Short Sales, Puts, Calls and Options".

Recoupment of Incentive Compensation

The Code of Conduct contains a Recoupment of Incentive Compensation clause, commonly known as a "Clawback Policy", providing for the reimbursement of incentive compensation in certain circumstances. Under the Code of Conduct, if any incentive payment to an executive officer: (a) was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of the Company's financial statements; (b) the Board determines such executive officer engaged in intentional misconduct that caused or substantially caused the need for substantial restatement; and (c) lower payment would have been made to such executive officer based upon the restated financial results, then in such circumstances the Company shall, to the extent practicable, seek to recover from such executive officer the amount by which that executive officer's incentive payments for the relevant period exceeded the lower payment that would have been made based on the restated financial results.

Officer Share Ownership

Similar to the approach for our directors, the Company's objective is that the President and CEO of the Company will maintain ownership of Common Shares with a value of not less than three times the President and CEO's annual base salary, and other executive officers of the Company will own Common Shares with a value of not less than one times such executive officer's annual base salary. The value of the Common Shares will be based on the greater of: (i) the closing price of the Common Shares as at December 31st in the year prior to such determination; and (ii) the average purchase price of the Common Shares in respect of each executive officer. Any new executive officer will be required to achieve this level within three years of such executive officer's appointment as an executive officer of the Company.

The following table sets out the value of the holdings of each of NEO (as defined below) as at December 31, 2024.

Officer and Position	Equity Ownership Guideline		Shareholdings			Guideline Met or Investment Required to Meet Guideline^{(2)}
	Multiple of Annual Base Salary	Amount of Annual Base Salary ($)	Common Shares Held as at December 31, 2024	Value of Equity Holdings Held as at December 31, 2024 ($)^{(1)}	Holdings as Multiple of Base Salary
Anthony Marino
President, CEO and Director	x3	270,000	1,030,000	14,450,900	53.5x	Guideline Met
Bradley Bennett
CFO	x1	245,000	263,300	3,694,099	15.1x	Guideline Met
Jenson Tan
COO	x1	245,000	100,000	1,403,000	5.7x	Guideline Met
Jonathan Balkwill
VP, Business Development	x1	222,500	186,000	2,609,580	11.7x	Guideline Met
Jennifer Russel-Houston
VP, Geoscience	x1	230,000	178,200	2,500,146	10.9x	Guideline Met

Notes:
(1) Valued as at December 31, 2024, based on the closing price on the TSX of $14.03 per Common Share.
(2) Certain executive officers participated in a non-brokered private placement of units in connection with the 2021 recapitalization transaction and, as a result, also hold warrants to acquire an aggregate of 1,328,200 Common Shares. These Warrants do not count toward the share ownership guidelines.

Named Executive Officers

The officers who are the focus of the Compensation Discussion and Analysis and who appear in the compensation tables herein are: (i) the President and CEO; (ii) the CFO; and (iii) each of the three (3) most highly compensated executive officers of the Company, other than the CEO and CFO at the end of the most recently completed financial year whose total compensation was individually more than $150,000 (collectively, the "Named Executive Officers" or "NEOs").

Summary Compensation Table

The following table sets forth the compensation paid to the Named Executive Officers for the years ended December 31, 2024, 2023, and 2022:

Name and position	Year	Salary^{(1)} ($)	Annual incentive plans^{(2)} ($)	Share-based awards^{(3)} ($)	All other compensation^{(4)} ($)	Total compensation ($)
Anthony Marino	2024	265,000	430,000	643,500	21,113	1,359,613
President, CEO and Director^{(5)}	2023	245,250	370,000	347,028	19,005	981,283
	2022	229,500	340,000	-	19,303	588,803
Bradley Bennett	2024	241,250	300,000	487,500	24,985	1,053,735
CFO	2023	226,500	260,000	262,900	23,089	772,489
	2022	214,500	240,000	-	23,606	478,106
Jenson Tan^{(6)}	2024	132,708	130,000	440,000	14,051	716,759
COO
Jonathan Balkwill	2024	219,375	240,000	390,000	29,668	879,043
VP, Business Development	2023	207,500	190,000	210,320	9,084	616,904
	2022	198,750	175,000	-	17,668	391,418
Jennifer Russel-Houston	2024	226,250	240,000	390,000	19,025	875,275
VP, Geoscience	2023	211,500	215,000	210,320	17,332	654,152
	2022	199,500	200,000	-	17,709	417,209

Notes:
(1) Represents base salary earned during the year.
(2) Reflects the cash amounts awarded to the NEO under the Company's cash bonus plan in the year, regardless of when the bonus was paid.
(3) The value of 2024 share-based awards is calculated as follows: the number of share awards granted multiplied by the grant price of $3.90 (fair value). For the purpose of accounting and the preparation of its consolidated financial statements, Tenaz measures the fair value for accounting purposes of share-based awards by multiplying the number of awards expected to vest by the share price on the grant date and an estimated performance factor. The fair value for accounting purposes is recognized over the vesting period as equity-based compensation expense in the consolidated financial statements. The value of the awards is adjusted in subsequent periods based upon revised expectations of the performance factor; as such, the accounting fair value is likely to change at each reporting period. As at December 31, 2024, the accounting fair value of share-based awards granted to NEOs totaled $3,280,083.
(4) All other compensation includes savings plan contributions by the Company, other perquisites (parking and group benefits including life, disability, health, and dental insurance), and other items as specified. Total other compensation is summarized in the table following footnote number 6.
(5) Mr. Marino did not receive any compensation for his services as a director of the Company.
(6) Mr. Tan was appointed Chief Operating Officer on June 14, 2024.

Executive	Year	Savings Plan ($)	Other Perquisites		Total Other Compensation ($)
			Parking ($)	Health Benefits ($)
Anthony Marino	2024	13,250	-	7,863	21,113
	2023	12,262	-	6,742	19,005
	2022	11,475	-	7,828	19,303
Bradley Bennett	2024	12,063	5,100	7,822	24,985
	2023	11,325	5,100	6,663	23,089
	2022	10,725	5,100	7,781	23,606
Jenson Tan	2024	6,635	2,730	4,685	14,051
Jonathan Balkwill	2024	21,937	-	7,730	29,668
	2023	2,500	-	6,584	9,084
	2022	9,938	-	7,730	17,668
Jennifer Russel-Houston	2024	11,313	-	7,712	19,025
	2023	10,575	156	6,600	17,332
	2022	9,975	-	7,734	17,709

Incentive Plan Awards

Outstanding Option-based Awards and Share-based Awards

The following table sets forth, for each Named Executive Officer, all option-based awards and share-based awards outstanding at the end of the year ended December 31, 2024.

Name and position	Option-based Awards				Share-based Awards
	Number of securities underlying unexercised Options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money Options(1) ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested(2) ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Anthony Marino President, CEO & Director	370,000	2.70	22-Nov-26	4,192,100	275,000	3,858,250	-
Bradley Bennett CFO	280,000	2.70	22-Nov-26	3,172,400	208,000	2,918,240	-
Jenson Tan COO	-	-	-	-	125,000	1,753,750	-
Jonathan Balkwill VP, Business Development	180,000	2.70	22-Nov-26	2,039,400	166,500	2,335,995	-
Jennifer Russel-Houston VP, Geoscience	180,000	2.70	22-Nov-26	2,039,400	166,500	2,335,995	-

Notes:
(1) Calculated based on the closing price of the Common Shares on December 31, 2024, on the TSX of $14.03 and the exercise price of the Options.
(2) Calculated based on the closing price of the Common Shares on December 31, 2024, on the TSX of $14.03.

Plan Awards – Value Vested or Earned During the Year

The following table sets forth, for each NEO, the value of option-based awards which vested during the year ended December 31, 2024, and the value of non-equity incentive plan compensation earned during the year ended December 31, 2024.

Name and position	Option-based awards – Value vested during the year(1) ($)	Share-based awards – Value vested during the year(2) ($)	Non-equity incentive plan compensation – Value earned during the year(3) ($)
Anthony Marino President, CEO and Director	1,535,085	389,147	430,000
Bradley Bennett CFO	1,161,585	297,167	300,000
Jenson Tan(4) COO	-	-	130,000
Jonathan Balkwill VP, Business Development	747,000	237,026	240,000
Jennifer Russel-Houston VP, Geoscience	747,000	237,026	240,000

Notes:
(1) Calculated based on the closing price of the Common Shares on the TSX ($15.15) on the vesting date (November 22, 2024) and the exercise price of the Options ($2.70).
(2) Calculated based on the closing price of the Common Shares on the TSX ($3.54) on the redemption date (June 17, 2024).
(3) Reflects the cash bonus earned by the NEO in respect of the last completed financial year and paid on April 15, 2025.
(4) Mr. Tan joined the Company on June 14, 2024. He did not receive a vesting in 2024, and his cash bonus was prorated based on his start date.

Pension Plan Benefits

The Company does not have any pension plans, including “defined benefit” plans, “defined contribution” plans or “deferred compensation” plans that provide for payments or benefits to the NEOs at, following, or in connection with retirement.

Termination and Change of Control Benefits

The Company has entered into executive employment agreements with the executive officers of the Company. Each executive officer is also entitled to participate in the TIP and the bonus plan as established by the Company. Under each contract, if an executive is terminated without cause, such executive is entitled to a payment of between 100% to 200% (12-24 months) of their then annual salary, plus an amount equal to 100% to 200% of the average of the previous two years’ cash bonuses, and an amount for loss of benefits and perquisites equal to 10% to 15% of their then annual salary. If a “change of control” occurs and if, within six months of such change of control, an event or events occur which constitute “good reason”, the executive has the right to terminate their employment with the Company upon providing 30 days written notice and to receive a payment of between 100% to 200% (12-24 months) of their then annual salary, plus an amount equal to 100% to 200% of the average of the previous two years’ cash bonuses, and an amount for loss of benefits and perquisites equal to 10% to 15% of their then annual salary.

A “change of control” is defined as one of the following events:

the liquidation, dissolution or winding-up of the Company;
approval by the Shareholders of:
the sale, lease or other disposition of all or substantially all of the assets of the Company; or
the merger, amalgamation, consolidation or absorption of the Company with or into any other entity, in each case with respect to which persons who were Shareholders of the Company immediately prior to such merger, amalgamation, consolidation or absorption of the Company do not, immediately thereafter, own voting securities of the merged entity carrying more than 50% of the shares for the election of directors or the votes carried by such securities do not entitle such Shareholders to elect a majority of the board of directors of the merged entity;
the purchase or acquisition of Common Shares or securities convertible into Common Shares or carrying the right to acquire Common Shares (“Convertible Securities”) as a result of which a person, group of persons or persons acting jointly or in concert, or any affiliates or associates of any such person, group of persons or any of such persons acting jointly or in concert (collectively, the “Holders”) beneficially own or exercise control or direction over the Common Shares or Convertible Securities such that, assuming after the conversion of the Convertible Securities beneficially owned or controlled by the Holders, the Holders would beneficially own or exercise control or direction over more than 50% of all of the outstanding Common Shares or otherwise have the right to cast more than 50% of the votes attached to all Common Shares, provided that, in the event that there is a question as to whether a Change of Control has occurred in any circumstances, the Board shall determine the matter (provided that the executive shall be entitled to contest such determination through court proceedings or other dispute resolution);
the election at a Shareholder’s meeting of the Company of a number of directors of the Company, who were not included in the slate for election as directors proposed by the Board and would represent a majority of the Board;
the appointment of a number of directors which would represent a majority of the Board and which were nominated by any holder of Common Shares or by any group of holders of Common Shares acting jointly or in concert and not approved by the Company’s prior Board; or

the Board passes a resolution to the effect that, for the purposes of the executive employment agreements, an event comparable to an event set forth in this “change of control” section has occurred.

“Good Reason” is defined, in each case except as agreed to in writing by the executive, as meaning:

a materially detrimental change in the executive’s position or duties, title or office, which includes any removal of the executive from, or any failure to re-elect or re-appoint the executive to, any such positions or offices; provided that, such term shall not include:
a change consistent with the Company splitting a position into two or more positions based on the demands of such position so long as there is no reduction in the executive’s annual salary or a material reduction in benefits or other remuneration; or
a request by the Company for the executive to be employed by one of the Company’s affiliates if such employment would be on substantially the same terms as their employment with the Company (including with respect to geographic location) and there would be no reduction in the executive’s annual salary or a material reduction in benefits or other remuneration;
any failure by the Company to continue to provide the executive any benefit, bonus, profit sharing, incentive, remuneration or compensation plan, stock ownership or purchase plan, stock option plan, life insurance, disability plan, pension plan or retirement plan in which the executive was entitled to participate in as at the date of the executive employment agreement (or as may be added to or amended to benefit the executive, from time to time) or the taking by the Company of any action materially adversely affecting the executive’s participation in or materially reducing their rights or benefits under or pursuant to any such plan.

The following table sets forth, for each of the NEOs who held their offices on December 31, 2024, the payments that would have been made to such individuals as of December 31, 2024, as a result of the termination of their employment or a change of control, excluding Awards.

Name and principal position	Payment made in the event of termination with cause ($)	Payment made in the event of termination without cause or in the event of both a change of control and good reason ($)
Anthony Marino
President and CEO	-	1,380,500
Bradley Bennett
CFO	-	621,750
Jenson Tan
COO	-	606,750
Jonathan Balkwill
VP, Business Development	-	689,625
Jennifer Russel-Houston
VP, Geoscience	-	720,750

EQUITY COMPENSATION PLAN INFORMATION

The following sets forth information in respect of Common Shares authorized for issuance under the Company's equity compensation plans as at April 25, 2025.

Plan Category	Number of securities to be issued upon exercise of outstanding Options and rights (a)	Weighted average exercise price of outstanding Options and rights ($) (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Stock Option Plan	1,245,000	2.70	Nil
Tenaz Incentive Plan	1,059,311	Nil	315,572
Total	2,304,311		315,572

Stock Option Plan

The TIP replaced the Stock Option Plan upon its adoption, and no further Options were issued pursuant to the Stock Option Plan. Options granted under the Stock Option Plan prior to the adoption of the TIP continue to be governed by the Stock Option Plan. The following is a summary of the Stock Option Plan.

The Stock Option Plan permitted the granting of Options to purchase Common Shares to directors, officers, employees, consultants, and other service providers of the Company and its subsidiaries. The Stock Option Plan was intended to afford persons who provide services to Tenaz an opportunity to obtain an increased proprietary interest in Tenaz by permitting them to purchase Common Shares and to aid in attracting as well as retaining and encouraging the continued involvement of such persons with Tenaz. The Stock Option Plan was administered by the Board.

The Stock Option Plan limited the number of Common Shares that could be issued on exercise of Options to a number not exceeding 10% of the number of Common Shares outstanding from time to time. Options that were cancelled, terminated or expired prior to exercise of all or a portion thereof resulted in the Common Shares that were reserved for issuance thereunder being available for a subsequent grant of Options pursuant to the Stock Option Plan. As the Stock Option Plan was a "rolling" plan, the issuance of additional Common Shares by the Company or the exercise of Options gave rise to additional availability under the Stock Option Plan.

The exercise price of the Options granted pursuant to the Stock Option Plan was determined by the Board at the time of grant, provided that the exercise price was not to be less than the discounted market price (as determined in accordance with the rules of the TSX of the Common Shares on the day preceding the date of grant).

Tenaz Incentive Plan

Under the TIP PSUs may be granted to officers, employees and consultants of the Company (or any affiliate). The following is a summary of the PSUs. Capitalized terms referred to in the following summary that are not otherwise defined have the same meaning as in the TIP. See "Tenaz Incentive Plan – Approval of Unallocated Awards" and the TIP summary in Appendix B for additional information.

The TIP was amended to reflect an employee retirement policy (adopted by the Company in 2024) providing for the continued vesting of Awards upon retirement for employees that meet the eligibility criteria under the policy, and for other 'housekeeping' amendments. As the TIP amendments relate to the administration of the plan and are of a 'housekeeping' nature, the Board is authorized under the applicable amendment provisions of the TIP to approve the amendments without Shareholder approval.

PSUs

Subject to the Insider Participation Limits, the Board may grant PSUs to a Participant (other than a non-employee director). Each PSU which will consist of the right to receive one Common Share as at the date of redemption subject to such restrictions as the Board may impose, which restrictions may lapse separately or in combination at any time or times, in such installments or otherwise as the Board may determine. The Board may impose any conditions or restrictions on the vesting or redemption of PSUs as it may determine appropriate. No PSUs shall be granted to a non-employee director.

Each PSU shall be evidenced by an Award Agreement containing the PSU vesting provisions and such conditions or restrictions imposed by the Board and such other terms and conditions consistent with the TIP as the Company, in its sole discretion, may determine appropriate. An Account, designated as a "Performance Share Unit Account" ("PSU Account"), shall be maintained by the Company for each Participant. The PSU Account will be credited with the PSUs granted to a Participant as of the date of grant of the PSUs. At the time of grant of a PSU, the Board shall specify the year of service of the Participant in respect of which the PSU is granted (the "PSU Service Year").

Subject to Section 7 of the TIP, on the date that is no later than December 15th of the third year following the end of the relevant PSU Service Year as determined by the Board in its sole discretion (the "PSU Redemption Date"), PSUs that have vested in accordance with the provisions of the applicable Award Agreement shall be redeemed with Common Shares issued from the treasury of the Company, in cash (equal to the Fair Market Value (as of the PSU Redemption Date) of the Common Shares otherwise deliverable), through market purchases of Common Shares, or a combination thereof. All payments in respect of a PSU following the applicable PSU Redemption Date shall be made no later than December 31st of the third year after the end of the relevant PSU Service Year.

If the PSU Redemption Date for PSUs occurs during a Blackout Restriction Period applicable to the relevant Participant then payment in respect of the PSUs shall be made by delivering cash (equal to the Fair Market Value (as of the PSU Redemption Date) of the Common Shares otherwise deliverable), provided that, if the Board determines in its sole discretion (outside of a Blackout Restriction Period) to settle the PSUs in Common Shares and such determination does not result in the extended PSU Redemption Date being later than December 31st of the third year after the end of the relevant PSU Service Year, then the PSU Redemption Date for the PSUs shall be the date that is the 10th business day after the expiry date of the Blackout Restriction Period.

The PSUs shall vest based in whole or in part on the Performance Criteria and any applicable performance or other multiplier(s) set forth in the applicable Award Agreement, provided that the maximum of all applicable multipliers (in aggregate) shall not exceed two times.

Notwithstanding any other provision of the TIP, but subject to the limits described in Section 3 and Section 4 of the TIP and any other applicable requirements of the TSX, the Board reserves the right to make, in the applicable Award Agreement or otherwise, any additional adjustments to the number of Common Shares to be issued pursuant to any PSUs if, in the sole discretion of the Board, such adjustments are appropriate in the circumstances having regard to the principal purposes of the TIP and do not extend the PSU Redemption Date in respect of such PSUs to later than December 31st of the third year after the end of the relevant PSU Service Year.

Burn Rate

The annual burn rate of Awards granted under the TIP in respect of: (i) fiscal year 2024 was 2.3% (excluding Awards that are subject to default cash settlement); (ii) fiscal year 2023 was 3.4%; and (iii) fiscal year 2022 was 0.6%. The annual burn rate of Options granted under the Stock Option Plan in respect of fiscal year 2022 was 4.4%. No Options were granted under the Stock Option Plan during the 2024 or 2023 fiscal years.

The "annual burn rate" is the number of Awards or Options granted under the TIP or the Stock Option Plan, respectively, during the applicable fiscal year, divided by the weighted average number of Common Shares issued and outstanding for the applicable fiscal year.

The burn rate calculation under the TIP is disproportionately impacted by our relatively low public float, which we have maintained through share buyback programs while executing our non-dilutive acquisition growth strategy. Awards during the period reflect the significant growth since 2022 in our workforce to enhance our expanding business, and our belief that incentivizing employees with share-based long-term incentives creates alignment with Shareholder interests.

Performance Scorecards and Peer Group

STIP Scorecard

The STIP scorecard is designed to evaluate annual corporate performance against the achievement of a combination of financial, operational, health & safety, environmental, and strategy goals. Each quantitative goal has a threshold, target, and maximum performance requirement identified at the beginning of the annual performance period. The weighted average of the STIP measures results in a performance factor of between 0 and 2, which sets the Company component of the performance scorecard. Various weightings of personal performance and Company performance establish the overall multiplier for individual employees (with certain executives having performance measured entirely against Company performance).

STIP Scorecard Achievement

The Board determined that the Company's 2024 corporate performance was above target, approving a calculated corporate achievement multiplier of 1.63 times based on the 2024 corporate scorecard metrics. The following table outlines the 2024 STIP scorecard and final achievements, as approved by the Board.

STIP Scorecard	Weight	Target	Result	Outcome (Multiplier)
Financial & Operating Performance^{(1)}	50%
TSR (1 year)	10%	8% - 10%	257%	Maximum (2.0)
Production Guidance (boe/d)	10%	2,700 - 2,900	2,688	Below Range (0.0)
Capital Expenditure Guidance	10%	$16 - $18 mm	$16.3 mm	Maximum (2.0)
E&D Capex Payout Ratio	10%	100% - 90%	80%	Maximum (2.0)
Cash Flow per Share^{(2)}	10%	>1.05	1.07	Target (1.0)
HSE & Sustainability	25%
HSE Metrics	10%	Leading and lagging indicators	Exceeded Key Targets	Maximum (2.0)
Regulatory Compliance	10%	Achieve Most Targets	Achieved Key Targets	Above Target (1.5)
ESG strategy	5%			Above Target (1.5)
Strategy	25%
Mergers & Acquisitions	15%	Target Strategy Execution	Maximum Execution	Maximum (2.0)
Capital Access	10%			Maximum (2.0)
STIP Multiplier				1.63 times

Notes:
(1) Non-GAAP and other financial measures are included in the table. Refer to "Non-GAAP and Other Financial Measures" included in the "Advisories" section of the Company's Management's Discussion & Analysis ("MD&A") available on SEDAR+ and the Company's website.
(2) Excludes transaction costs.

The Strategy performance metric considers management's success in advancing the corporate strategy, improving our portfolio with transactions that enhance our balance sheet strength, and sustainability.

The table below summarizes key achievements that influenced our overall STIP scorecard outcome.

STIP Measures	Achievements
Financial & Operating Performance	Shareholder Returns • During 2024, Tenaz delivered a total shareholder return of 257%, placing TNZ at the top of the 57 oil and gas companies listed on the TSX and in the top one-third of one percent of TSX-listed issuers in all sectors. • During 2024, we deployed $1.2 million for our Normal Course Issuer Bid (“NCIB”) program, repurchasing and retiring 0.3 million shares at an average price of $3.73/share. Since the beginning of the NCIB program in Q3 2022, we have retired 2.1 million common shares (7.4% of basic common shares) at an average cost of $2.98/share. Financial Performance • Funds flow from operations(1) (“FFO”) for the fourth quarter was $8.3 million ($0.30/share(2)), 147% higher than Q3 2024 due to higher production and an adjustment to prior-period tax returns, partially offset by higher operating expenses in the Netherlands. • FFO for full-year 2024 was $24.5 million ($0.90/share), 15% lower than in 2023 driven by lower natural gas prices, higher operating expenses in the Netherlands, and higher transaction costs. • Net loss for full-year 2024 was $7.7 million ($0.28/share), as compared to net income of $26.5 million ($0.97/share) in 2023. The decrease in net income was primarily driven by increased transaction costs and transition activities for the acquisition of NAM Offshore B.V. (“NOBV”) and a $22.8 million gain on acquisition recorded in 2023. • We ended 2024 with positive adjusted working capital(1) (current assets less current liabilities and long-term debt) of $10 million, a decrease from $49.3 million in 2023 due primarily to the payment of a $34.0 million deposit for the acquisition of NOBV. As of year-end 2024, we held $180.2 million of cash and restricted cash. We also maintain an undrawn revolving credit facility in the principal amount of up to $20 million. Operational Performance • Production volumes averaged 2,814 boe/d(3) in Q4 2024, up 11% from Q3 2024, reflecting contributions from two new Ellerslie wells at Leduc-Woodbend (“LWB”). One of the wells was brought on production in mid-September, and the second in mid-November. Current gross rate from the two wells is approximately 360 boe/d (83% oil). • Production volumes averaged 2,688 boe/d for full year 2024, a 10% increase from full-year 2023 levels. Production was higher due to continued organic growth at LWB in Canada.
HSE & Sustainability	Year-end HSE and ESG outcomes were outstanding, with no recorded incidents of lost time, restricted work, medical treatment, or motor vehicle issues.
Strategy	• On July 18, 2024, we announced the execution of a definitive agreement to purchase NOBV. On August 5, the Netherlands Authority for Consumers and Markets completed its review of the transaction and cleared it to proceed as planned. Free cash flow occurring between the effective date of January 1, 2024, and the closing date will be reflected as a reduction of the purchase price. Based on our most recent timeline, closing of the NOBV acquisition is expected to occur on May 1, 2025, at which time Tenaz will acquire 100% of the issued and outstanding shares of NOBV. • On November 14, 2024, we closed a $140 million private placement offering of Senior Unsecured Notes due 2029 (the “Notes”). The Notes are non-callable for the first two-and-one-half years,

STIP Measures	Achievements
	bear interest at 12% per annum, and were priced at par. This long-term debt financing provides significant liquidity to pursue our international M&A strategy, as well as funding the closing of the NOBV acquisition.

Notes:
(1) This is a non-GAAP and other financial measure. Refer to "Non-GAAP and Other Financial Measures" included in the "Advisories" section of the Company's MDA available on SEDAR+ and the Company's website.
(2) Per share metrics calculated using the weighted average Common Shares for the applicable period.
(3) The term barrels of oil equivalent ("boe") may be misleading, particularly if used in isolation. Per boe amounts have been calculated by using the conversion ratio of six thousand cubic feet (6 Mcf) of natural gas to one barrel (1 bbl) of crude oil. Refer to "Barrels of Oil Equivalent" section included in the "Advisories" section of the MD&A available on SEDAR+ and the Company's website.

Long Term Incentive Plan ("LTIP") Scorecard

In the first quarter of 2023, the Board approved the LTIP scorecard to be used for compensation years beginning on and after January 1, 2023. The principal elements of the LTIP scorecard include a set of measures covering the strategic and operational objectives of the Company. The weighted average of the LTIP measures results in a performance factor of between 0 and 2, which sets the multiplier for PSU's vesting during the year.

LTIP Measures

Set forth below are the LTIP scorecard measures applied to PSUs vesting in 2024. Based on the scorecard result, the 2024 LTIP multiplier was set at 2.0x.

LTIP	Weight (%)	Basis	Outcome (Multiplier)
			Below Target (0x)	Target (1.0x)	Above Target (1.5x)	Maximum (2.0x)	Result	Multiplier
Public Market Performance	35%
TSR (Starting Jan 1, 2023 – Dec. 31, 2023)	35%	Peer	Q4	Q3	Q2	Q1	83% (Q1)	2.0x
Financial & Operating Performance (1)	30%
2P Operating Recycle Ratio (3-year)	10%	Target	<1.2x	1.2x to 1.5x	1.5x to 2.0x	2x	2.5x	2.0x
Return on Capital Employed (3-year)	10%	Peer	Q4	Q3	Q2	Q1	33% (Q1)	2.0x
Production Growth	10%	Target	<5%	5% to 10%	10% to 15%	>15%	>100%	2.0x
Strategy	25%
Strategic Execution	25%	Judgment based on the execution of the strategy.					Maximum	2.0x
Sustainability	10%
Sustainability measures	10%	Judgment based on the execution of the strategy.					Above Target	1.5x

Note:
(1) Non-GAAP and other financial measures are included in the table. Refer to "Non-GAAP and Other Financial Measures" included in the "Advisories" section of the Company's MDA available on SEDAR+ and the Company's website.

Peer Group Selection

The GHR Committee has established a peer group of companies to benchmark the relative performance of Tenaz. This peer group serves two main purposes: (i) to score the performance measures established in the LTIP scorecard, in which Tenaz's relative performance determines outcomes for certain metrics; and (ii) to benchmark compensation for Named Executive Officers and directors.

The peer group was initially selected by identifying companies with which Tenaz competes for capital, assets, and talent. The GHR Committee conducts an annual review of the peer group to assess the continued relevance of its members and to consider any changes in business conditions that may justify adjustments.

2024 Peer Group

Following the GHRC's 2023 review and recommendation, the Board confirmed the 2024 peer group, which remained unchanged from the prior year. The companies included were primarily smaller-cap international exploration and production firms operating in similar markets. The 2024 peer group consisted of the following companies:

ADX Energy Ltd. (ASX)	SDX Energy Plc (AIM)
Arrow Exploration Corp. (AIM, TSXV)	Serinus Energy Plc (AIM)
Falcon Oil & Gas Ltd. (TSXV)	TAG Oil Ltd. (TSXV)
Star Energy Group Plc (AIM)	Touchstone Exploration Inc. (AIM, TSX)
Jadestone Energy Plc (AIM)	Trinity Exploration and Production Plc (AIM)
Predator Oil & Gas Holdings Plc (AIM)	Valeura Energy Inc. (AIM, TSX)

2025 Peer Group Update

In 2024, Tenaz conducted a broader review of its corporate performance peer group to ensure alignment with the Company's evolving size and strategic focus. As Tenaz has significantly outgrown several companies in its previous peer group, an update was required to maintain relevant benchmarking.

The screening process was based on review of company statistics from market screening tools. Potential peers were reviewed for comparability to Tenaz in terms of business model, market capitalization, and revenue, using a size criterion of 0.25x to 4.0x. This approach ensures the peer group reflects companies with similar operational and financial characteristics.

As of 2025, Tenaz's updated peer group consists of the following 13 companies (including Tenaz). The peer group will be reviewed annually to confirm its appropriateness, considering Tenaz's evolving business profile.

Africa Oil Corp. (TSX)	Jadestone Energy Plc (AIM)
Arrow Exploration Corp. (AIM, TSXV)	Lucero Energy Corp. (TSXV)
Falcon Oil & Gas Ltd. (TSXV)	Obsidian Energy Ltd. (TSX)
Frontera Energy Corporation (TSX)	Parex Resources Inc. (TSX)
Genel Energy Plc ()	Valeura Energy Inc. (AIM, TSX)
Gran Tierra Energy Inc. (NYSE)	Vermilion Energy Inc. (TSX)

The following graph illustrates the change in the cumulative TSR since the recapitalization of the Company in 2021 of a $100 investment in Common Shares, with the composite average cumulative total return of the peer group

companies for the period commencing August 30, 2021, and ending December 31, 2024. This period was chosen to reflect performance after the announcement of the recapitalization, with the starting share price of Tenaz at the recapitalization at $1.80 per share, after adjustment for the 10:1 reverse split.

Tenaz has achieved a total shareholder return of 738% since completing the recapitalization of the Company in 2021, outperforming the peer group average of 222%, placing it in the first quartile in TSR.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors and officers of the Company or the proposed directors of the Company, nor any of their associates or affiliates, is now or was during the most recently completed financial year indebted to the Company, other than for routine indebtedness, nor is, or at any time since the beginning of the most recently completed financial year of the Company has, any indebtedness of any such person been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed in this Information Circular, no director or executive officer of the Company holding such position since the beginning of the Company's last financial year, nor any proposed nominee for director of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of directors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

There are no material interests, direct or indirect, of any informed person (including a director, officer, or holder of 10% or more Common Shares), any proposed director, or any known associate or affiliate of such persons in any

transactions since the commencement of Tenaz's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company.

AUDIT RELATED DISCLOSURE

The Audit Committee was established to assist the Board in carrying out its oversight responsibilities with respect to, among other things, financial reporting, internal controls, and the external audit process of the Company. The Terms of Reference for the Audit Committee are attached as Appendix "A" to this Information Circular.

Composition of the Audit Committee

The Audit Committee is comprised of three (3) members: Anna Alderson (Chair), Marty Proctor and John Chambers each of whom is considered "independent" and "financially literate" in accordance with National Instrument 52-110 – Audit Committees. Each of the members of the Audit Committee has identified themselves as financial experts due to their relevant education and experience. Their backgrounds and qualifications which are relevant to their service on the Audit Committee are listed above – see "Directors – Nominees".

ADDITIONAL INFORMATION

Additional information relating to Tenaz may be found on SEDAR+ at www.sedarplus.ca under Tenaz's SEDAR profile. Financial information is provided in Tenaz's audited consolidated financial statements for the year ended December 31, 2024, and the related management's discussion and analysis. Copies of Tenaz's financial statements and related management's discussion and analysis are available upon request from the Tenaz's head office at 700, 605 – 5th Avenue SW Calgary, Alberta T2P 3H5 and on the Company's website at www.tenazenergy.com.

INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR

Shareholders should not construe the contents of this Information Circular as legal, tax or financial advice and should consult with their own professional advisors in considering the relevant legal, tax, financial or other matters contained in this Information Circular.

APPENDIX "A"

Tenaz Energy Corp.
Terms of Reference for the Audit Committee

I. PURPOSE

The primary function of the Audit Committee (the "Committee") is to assist the Board of Directors (the "Board") of Tenaz Energy Corp. (the "Corporation") in fulfilling its oversight responsibilities with respect to the Corporation's accounting and financing reporting processes and the audit of the Corporation's financial statements, including oversight of:

A. the integrity of the Corporation's financial statements;
B. the Corporation's compliance with legal and regulatory requirements;
C. the external auditors' qualifications and independence and the performance of the audit processes;
D. the financial information and the internal controls associated with the preparation of information, that will be provided to the shareholders and others;
E. the Corporation's risk management, legal compliance and ethics, which management and the Board have established; and
F. such other matters required by applicable laws and rules of any stock exchange on which the Corporation's shares are listed for trading.

While the Committee has the responsibilities and powers set forth in its terms of reference, it is not the duty of the Committee to prepare financial statements, plan or conduct audits or to determine that the Corporation's financial statements and disclosures are complete and accurate and are in accordance with International Financial Reporting Standards and applicable rules and regulations. Primary responsibility for the financial reporting, information systems, risk management, and disclosure controls and internal controls of the Corporation is vested in management.

II. COMPOSITION AND OPERATIONS

A. The Committee shall be composed of not fewer than three directors, all of whom are "independent" (1) under the requirements or guidelines for audit committee service under applicable securities laws and rules of any stock exchange on which the Corporation's shares are listed for trading.
B. All Committee members shall be "financially literate" (2), and at least one member shall have "accounting or related financial expertise" as such terms are interpreted by the Board in its business judgment in light of, and in accordance with, the requirements or guidelines for audit committee service under applicable securities laws and rules of any stock exchange on which the Corporation's shares are listed for trading.

Notes:

(1) Committee members must be "independent", as defined in Sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees ("NI 52-110").
(2) The Board has adopted the NI 52-110 definition of "financial literacy", which is an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuer's financial statements.

C. The Committee may include a member who is not financially literate, provided he or she attains this status within a reasonable period of time following his or her appointment and providing the Board has determined that including such member will not materially adversely affect the ability of the Committee to act independently.

D. No Committee member shall serve on the audit committees of more than two other public issuers without prior determination by the Board that such simultaneous service would not impair the ability of such member to serve effectively on the Committee.

E. The Committee shall operate in a manner that is consistent with the Committee Guidelines outlined in the Board Manual.

F. The Corporation’s external auditors shall be advised of the names of the Committee members and will receive notice of and be invited to attend meetings of the Committee, and to be heard at those meetings on matters relating to the auditor’s duties.

G. The Committee may request any officer or employee of the Corporation, or the Corporation’s legal counsel, or any external or internal auditors to attend a meeting of the Committee to provide such pertinent information as the Committee requests or to meet with any members of, or consultants to the Committee. The Committee has the authority to communicate directly with the internal and external auditors as it deems appropriate to consider any matter that the Committee or auditors determine should be brought to the attention of the Board or shareholders.

H. The Committee shall have the authority to select, retain, terminate and approve the fees and other retention terms of special independent legal counsel and other consultants or advisers to advise the Committee, as it deems necessary or appropriate, at the Corporation’s expense.

I. The Corporation shall provide for appropriate funding, as determined by the Committee, for payment of (i) compensation to the external auditors engaged for the purpose of preparing or issuing an audit report or performing other audit review or attest services for the Corporation, (ii) compensation to any advisers employed by the Committee and (iii) ordinary administrative expenses of the Committee that are necessary or appropriate for carrying out its duties.

J. The Committee shall meet periodically, but no less than quarterly, with the Chief Financial Officer, and the external auditors in separate executive sessions to discuss any matters that the Committee or any of these groups believes should be discussed privately and such persons shall have access to the Committee to bring forward matters requiring its attention. However, the Committee shall also meet periodically without management present.

III. DUTIES AND RESPONSIBILITIES

Subject to the powers and duties of the Board, the Committee will perform the following duties:

A. Financial Statements and Other Financial Information

The Committee will review and recommend for approval to the Board financial information that will be made publicly available. This includes the responsibility to:

i) review and recommend approval of the Corporation’s annual financial statements, MD&A and earnings press release and report to the Board of Directors before the statements are approved by the Board of Directors;

ii) review and recommend approval for release the Corporation’s quarterly financial statements, MD&A and press releases and report to the Board of Directors before the statements are approved by the Board of Directors;

iii) satisfy itself that adequate procedures are in place for the review of the public disclosure of financial information extracted or derived from the Corporation’s financial statements,

other than the public disclosure referred to in items (i) and (ii) above, and periodically assess the adequacy of those procedures; and

iv) review the Annual Information Form and any Prospectus/Private Placement Memorandums.

Review, and if appropriate, discuss:

v) the appropriateness of critical accounting policies and financial reporting practices used by the Corporation;

vi) major issues regarding accounting principles and financial statement presentations, including any significant proposed changes in financial reporting and accounting principles, policies and practices to be adopted by the Corporation and major issues as to the adequacy of the Corporation's internal controls and any special audit steps adopted in light of material control deficiencies;

vii) analyses prepared by management or the external auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative International Financial Reporting Standards ("IFRS") methods on the financial statements of the Corporation and any other opinions sought by management from an independent or other audit firm or advisor with respect to the accounting treatment of a particular item;

viii) any management letter or schedule of unadjusted differences provided by the external auditor and the Corporation's response to that letter and other material written communication between the external auditor and management;

ix) any problems, difficulties or differences encountered in the course of the audit work including any disagreements with management or restrictions on the scope of the external auditor's activities or on access to requested information and management's response thereto;

x) any new or pending developments in accounting and reporting standards that may affect the Corporation;

xi) the effect of regulatory and accounting initiatives, as well as any off-balance sheet structures on the financial statements of the Corporation and other financial disclosures;

xii) any reserves, accruals, provisions or estimates that may have a significant effect upon the financial statements of the Corporation;

xiii) the use of special purpose entities and the business purpose and economic effect of off-balance sheet transactions, arrangements, obligations, guarantees and other relationships of Corporation and their impact on the reported financial results of the Corporation;

xiv) the use of any "pro forma" or "adjusted" information not in accordance with generally accepted accounting principles;

xv) any litigation, claim or contingency, including tax assessments, that could have a material effect upon the financial position of the Corporation, and the manner in which these matters may be, or have been, disclosed in the financial statements; and

xvi) accounting, tax and financial aspects of the operations of the Corporation as the Committee considers appropriate.

B. Risk Management, Internal Control and Information Systems

The Committee will review and discuss with management, and obtain reasonable assurance that the risk management, internal control and information systems are operating effectively to produce accurate, appropriate and timely management and financial information. This includes the responsibility to:

i) review the Corporation’s risk management policies and processes with specific responsibility for credit & counterparty, market & financial, and risks as identified from time to time; and
ii) review management steps to implement and maintain appropriate internal control procedures including a review of significant policies.

C. External Audit

The external auditor is required to report directly to the Committee, which will review the planning and results of external audit activities and the ongoing relationship with the external auditor. This includes:

i) review and recommend to the Board, for shareholder approval, the appointment of the external auditor;
ii) review and approve the annual external audit plan, including but not limited to the following:

a) engagement letter between the external auditor and financial management of the Corporation;
b) objectives and scope of the external audit work;
c) procedures for quarterly review of financial statements;
d) materiality limit;
e) areas of audit risk;
f) staffing;
g) timetable; and
h) compensation and fees to be paid by the Corporation to the external auditor.

iii) meet with the external auditor to discuss the Corporation’s quarterly and annual financial statements and the auditor’s report including the appropriateness of accounting policies and underlying estimates;
iv) maintain oversight of the external auditor’s work and advise the Board, including but not limited to:

a) the resolution of any disagreements between management and the external auditor regarding financial reporting;
b) any significant accounting or financial reporting issue;
c) the auditors’ evaluation (if applicable) of the Corporation’s system of internal controls, procedures and documentation;
d) the post audit or management letter containing any findings or recommendation of the external auditor, including management’s response thereto and the subsequent follow-up to any identified internal control weaknesses;
e) any other matters the external auditor brings to the Committee’s attention; and

f) evaluate and assess the qualifications and performance of the external auditors for recommendation to the Board as to the appointment or reappointment of the external auditor to be proposed for approval by the shareholders and ensuring that such auditors are participants in good standing pursuant to applicable regulatory laws.

v) review the auditor’s report on all material subsidiaries (if applicable);

vi) review and discuss with the external auditors all significant relationships that the external auditors and their affiliates have with the Corporation and its affiliates in order to determine the external auditors’ independence, including, without limitation:

a) requesting, receiving and reviewing, on a periodic basis, a formal written statement from the external auditors, including a list of all relationships between the external auditor and the Corporation that may reasonably be thought to bear on the independence of the external auditors with respect to the Corporation;

b) discussing with the external auditors any disclosed relationships or services that the external auditors believe may affect the objectivity and independence of the external auditors; and

c) recommending that the Board take appropriate action in response to the external auditors’ report to satisfy itself of the external auditors’ independence.

vii) annually request and review a report from the external auditor regarding (a) the external auditor’s quality-control procedures, (b) any material issues raised by the most recent quality-control review, or peer review, of the external auditor, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, and (c) any steps taken to deal with any such issues;

viii) review and pre-approve any non-audit services to be provided to the Corporation or any affiliates by the external auditor’s firm or its affiliates (including estimated fees), and consider the impact on the independence of the external audit;

ix) review the disclosure with respect to its pre-approval of audit and non-audit services provided by the external auditors; and

x) meet periodically, and at least annually, with the external auditor without management present.

D. Compliance

The Committee shall:

i) Ensure that the external auditor’s fees are disclosed by category in the Annual Information Form in compliance with regulatory requirements;

ii) Disclose any specific policies or procedures adopted for pre-approving non-audit services by the external auditor including affirmation that they meet regulatory requirements;

iii) Assist the Governance and Human Resources Committee with preparing the Corporation’s governance disclosure by ensuring it has current and accurate information on:

a) the independence of each Committee member relative to regulatory requirements for audit committees;
b) the state of financial literacy of each Committee member, including the name of any member(s) currently in the process of acquiring financial literacy and when they are expected to attain this status; and
c) the education and experience of each Committee member relevant to his or her responsibilities as Committee member; and

iv) Disclose, if required, if the Corporation has relied upon any exemptions to the requirements for committees under applicable securities laws and rules of any stock exchange on which the Corporation's shares are listed for trading.

E. Other

The Committee shall:

i) establish and periodically review procedures for:

d) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and
e) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters or other matters that could negatively affect the Corporation, such as violations of the Code of Conduct.

ii) review and approve the Corporation's hiring partners, employees and former partners and employees of the present and former external auditor;
iii) review insurance coverage of significant business risks and uncertainties;
iv) review material litigation and its impact on financial reporting;
v) review policies and procedures for the review and approval of officers' expenses and perquisites; and
vi) review the terms of reference for the Committee at least annually and otherwise as it deems appropriate and recommend changes to the Board as required. The Committee shall evaluate its performance with reference to the terms of reference annually.

IV. ACCOUNTABILITY

A. The Committee Chair has the responsibility to make periodic reports to the Board, as requested, on financial and other matters considered by the Committee relative to the Corporation.
B. The Committee shall report its discussions to the Board by maintaining minutes of its meetings and providing an oral report at the next Board meeting.

APPENDIX "B"

Tenaz Incentive Plan Summary

The following summarizes certain provisions of the TIP.

Pricing

The Board will establish the exercise price at the time each Option award is granted (which shall not be less than the fair market value of a Common Share as of the applicable grant date). The TIP provides that the fair market value shall be calculated based on the volume-weighted average price of the Common Shares on the TSX for the five days preceding the date of the grant of the Award.

Share Recycling

If an outstanding award of Options is exercised, the Common Shares covered by such Option will again be available for subsequent issuance under TIP. If an Award is settled for Common Shares, such Common Shares will again be available for subsequent issuance under the TIP. If an Award expires or is forfeited, disposed of, surrendered, cancelled, or otherwise terminated for any reason without having been exercised or settled, the Common Shares covered by such Award, if any, will again be available for subsequent issuance under the TIP. The TIP is a "rolling plan" in respect of all Awards and as a result, any and all increases in the number of issued and outstanding Common Shares will result in an increase to the number of Awards available for grant.

Maximum Term and Vesting of Options

The term of any Options granted pursuant to the TIP will not exceed a period of five years from the date of grant. Options shall vest (i) over a period of three years from the date on which the Award is made, with no more than one-third of such Options vesting in any 12-month period, or (ii) as otherwise determined by the Board.

Maximum Term, Vesting and Settlement of RSUs, PSUs and DSUs

RSUs and PSUs granted under the TIP will generally become fully vested over a period no shorter than three years from grant date, unless otherwise determined by the Board. At the time of the grant of an RSU or PSU, the Board will specify the year of service of the participant in which the RSU or PSU, as applicable, is granted (the "Service Year"). On the date that is no later than December 15 of the third year following the end of the relevant Service Year, as determined by the Board, RSUs or PSUs that have vested (in accordance with the applicable Award Agreement) will be redeemed and the participant will receive one Common Share for each such vested RSU or PSU, as applicable.

The Board may direct that all or a portion of a non-employee director's annual cash fees be received in the form of DSUs and each nonemployee director shall have the right, but not the obligation, to elect to receive his or her cash fees in DSUs. DSUs vest immediately upon grant and may not be redeemed until the non-employee director has ceased to hold all directorships with the Company and any affiliate.

After the occurrence of a "Triggering Event" (being the earlier of the participant's death or the latest time that the participant ceases to be a director of the Company or an affiliate), on December 15 of the year commencing immediately following the date of the Triggering Event or on such other earlier date determined by the Board, all vested DSUs will be redeemed and the director will receive one Common Share for each such vested DSU.

If the Company does not have sufficient Common Shares to redeem all RSUs, PSUs or DSUs, as applicable, in Common Shares, it will redeem such remaining RSUs, PSUs or DSUs, in cash (at fair market value), through market purchases of Common Shares or a combination of cash and market purchases of Common Shares.

The Board may at any time permit the acceleration of vesting of any or all Awards.

Blackout Restriction Period

If the expiry date for an Option occurs during a blackout restriction period applicable to the relevant participant, then the expiry date for that Option will be the date that is the 10th business day after the expiry date of the blackout restriction period.

If the redemption date for RSUs, PSUs or DSUs occurs during a blackout restriction period applicable to the relevant participant then payment in respect of the RSUs, PSUs or DSUs will be made by delivering cash (equal to the fair market value (as of the redemption date) of the Common Shares otherwise deliverable), provided that, if the Board determines in its sole discretion (outside of a blackout restriction period) to settle the RSUs, PSUs or DSUs in Common Shares and such determination does not result in the extended redemption date for the Award being later than December 31 of (i) for RSUs and PSUs, the third year after the end of the relevant Service Year in respect of which the Award was granted, and (ii) for DSUs, the calendar year immediately after the occurrence of the Triggering Event, then, in each case, the redemption date for the Awards will be the date that is the 10th business day after the expiry date of the blackout restriction period.

Dividend Equivalent Rights

Unless otherwise determined by the Board, on the payment date for cash dividends paid on the Common Shares (the "Dividend Payment Date"), each participant will be credited with additional RSUs, PSUs or DSUs (Dividend Equivalent Rights) in respect of RSUs, PSUs or DSUs held by the participant as of the record date for payment of such dividends (the "Dividend Record Date"). The number of such additional Dividend Equivalent Rights to be credited to the participant will be calculated by dividing the total amount of the dividends that would have been paid to such participant if the RSUs, PSUs or DSUs, as applicable, held by the participant as of the Dividend Record Date, were Common Shares, by the fair market value of a Common Share on the Dividend Payment Date. The terms and conditions of any such Dividend Equivalent Rights will be identical to the terms and conditions of the RSUs, PSUs or DSUs held by participant in respect of which they were credited.

Insider Participation Limits

The aggregate number of Common Shares reserved for issuance pursuant to Awards granted to Insiders (as defined in the TSX Company Manual) (as a group) under the TIP, Options granted under the Stock Option Plan and all other security-based compensation arrangements of the Company at any point in time shall not exceed 10% of the then issued and outstanding Common Shares. The aggregate number of Common Shares reserved for issuance pursuant to Awards granted to Insiders (as a group) under the TIP, Options granted under the Stock Option Plan and all other security-based compensation arrangements of the Company within any twelve-month period shall not exceed 10% of the issued and outstanding Common Shares at the time of the grant of the Award.

Cessation and Forfeitures (Options, RSUs, and PSUs)

Except as otherwise provided in the applicable Award Agreement or a written employment contract between the Company (or an affiliate) and a participant, and subject to any express resolution passed by the Board or exercise of discretion by the Board, the following provisions will apply to Awards.

If, prior to the expiry of any Options, a participant ceases to be a Service Provider: (i) by reason of the death or long term disability, then: (A) a pro rata portion of the unvested Options held by the participant will vest based on the number of days elapsed between the applicable grant date and the date of death or long term disability and all remaining unvested Options that are outstanding will immediately terminate; and (B) only such participant or the participant's beneficiary will have the right to exercise such participant's outstanding and vested Options at any time up to and including (but not after) the earlier of: (i) the date which is up to 12 months following the date of death or long term disability; or (ii) the applicable expiry date(s) of such Options, following which time the unexercised Options will immediately and automatically terminate; or (ii) for any other reason, then (A) all outstanding unvested Options granted to such participant shall immediately terminate on the participant's termination date; and (B) such participant will have the right to exercise outstanding vested Options at any time up to and including (but not after) the earlier of: (i) the date which is 90 days following the participant's termination date; and (ii) the expiry date(s) of the vested Option, following which time the unexercised Options will immediately terminate.

If, prior to the redemption date of any PSUs or any RSUs, a participant ceases to be a service provider: (i) for any reason including, without limitation, termination of employment for cause or voluntary resignation (but excluding death, long term disability, retirement from active employment, termination of employment without cause or other reason specifically approved by the Board), then all PSUs and RSUs shall be immediately forfeited upon such event, all rights of the participant under the TIP shall terminate; (ii) by reason of death, long term disability, retirement from active employment (and the participant satisfies the eligibility criteria under the Company's retirement policy) or for any other reason as may be specifically approved by the Board (other than a termination for cause or without cause or a voluntary resignation), then all PSUs and RSUs will continue in accordance with the TIP and the applicable Award Agreement(s) and the participant or the participant's beneficiary will be entitled to have redeemed and receive payment for such PSUs and RSUs on each applicable redemption date in accordance with the terms of the TIP; or (iii) by reason of termination of employment without cause, then the participant will be entitled to have redeemed and receive payment for all PSUs and RSUs that such participant would be entitled to on each applicable redemption date in accordance with the terms of the TIP, provided that, in respect of each such RSU and PSU, the redemption date falls within the notice period provided to such participant upon termination of such participant's employment and, if the redemption date falls after completion of the notice period provided in connection with such termination of employment, then such PSU will be immediately forfeited and all rights of the participant under the TIP relating thereto will terminate.

Change of Control

If a change of control occurs, the Board may provide that (i) the successor corporation will assume each Award or replace it with a substitute Award on terms substantially similar to the existing Award, (ii) all Options, RSUs and DSUs (and related Dividend-Equivalent Rights, if applicable) will immediately vest and a certain number of PSUs (and related Dividend-Equivalent Rights, if applicable) will vest based on performance achieved up to the change of control as determined by the Board, and (iii) the vested Awards may be surrendered for a cash payment equal to the fair market value of such Awards, or (iv) a combination of the foregoing will occur.

Amendments

Subject to the TSX requirements, the Board may amend, alter, suspend, discontinue or terminate the TIP and any Awards by resolution of the Board. Any such amendment, alteration, suspension, discontinuance or termination will only apply to Awards granted after the effective date of such amendment, alteration, suspension, discontinuance or termination, provided that, subject to the terms of the TIP, any such amendment, alteration, suspension, discontinuance or termination may apply to outstanding Awards with the consent of the Company and the applicable participants. Without limiting the generality of the foregoing, the Board may, without Shareholder approval, amend or alter the TIP or Awards to reflect amendments or alterations: (i) of a "housekeeping" nature; (ii) to change the termination provisions of Options which does not entail an extension beyond the original expiry date; (iii) to comply with any TSX or other applicable stock exchange requirements; (iv) amendments necessary for Awards to be effective or comply with applicable laws; (v) respecting administration of the TIP or Awards (including suspension or termination of the TIP); or (vi) to correct any ambiguity, error or omission in the TIP or any Award, provided that, without Shareholder approval (in accordance with applicable TSX requirements) no amendment or alteration shall: (A) increase the total number of Common Shares reserved for issuance under the TIP; (B) reduce the exercise price of Awards granted to Insiders of the Company or extend the term of any Award granted to Insiders of the Company, except in connection with a blackout restriction period; (C) have the effect of cancelling any Awards and concurrently reissuing such Awards on different (or substantially similar) terms; (D) remove or exceed the Insider Participation Limits; (E) remove or exceed the Director Participation Limits; (F) amend the amendment provisions; (G) modify or amend the provisions of the TIP in any manner which would permit Awards, including those previously granted, to be transferable or assignable in a manner other than by will, by the laws of descent or by the designation of a beneficiary by a participant; or (H) change the eligible participants under the TIP which would have the potential of broadening or increasing participation by Insiders.

Subject to the above, the Board may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award previously granted, prospectively or retroactively; provided, however, that, subject to the Company's rights to adjust Awards under the TIP, any amendment, alteration, suspension, discontinuation, cancellation or termination that would impair the rights of any participant or holder or beneficiary of any Award previously granted, will not (to that extent) be effective without the consent of the participant or holder or beneficiary of an Award, as the case may be.

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Tenaz Energy Corp. — Proxy Solicitation & Information Statement 2025

46207_rns_2025-05-02_63fb7185-5ac3-4871-8d13-c773149f5ccc.pdf

TENAZ ENERGY

ABOUT TENAZ

TO THE HOLDERS OF COMMON SHARES

MANAGEMENT INFORMATION CIRCULAR

INFORMATION REGARDING VOTING

Solicitation of Proxies and Voting

Advice to Beneficial Holders of Common Shares

Proxies

Appointment of Proxy Holders

Attending the Meeting and Voting

Attending the Meeting as a Guest

Revocation of Proxies

Exercise of Discretion by Proxy

Voting Securities and Principal Holders Thereof

Quorum for Meeting

Persons Making the Solicitation

Recommendation of the Board of Directors

Presentation of Financial Statements

Number of Directors

Election of Directors

Majority Voting Policy

Advance Notice By-Law

Appointment of Auditors

Tenaz Incentive Plan – Approval of Unallocated Awards

Summary Background

Unallocated Awards

DIRECTOR NOMINEES

Board Profile

MARTY PROCTOR

Key Skills & Experience

CHAIR/INDEPENDENT DIRECTOR

Board Committee Membership

Meeting Attendance

ANNA ALDERSON

INDEPENDENT DIRECTOR

Key Skills & Experience

Board Committee Membership

Meeting Attendance

Key Skills & Experience

Board Committee Membership

Meeting Attendance

ANTHONY MARINO

Key Skills & Experience

Board Committee Membership

Key Skills & Experience

Board Committee Membership

Meeting Attendance

Key Skills & Experience

Board Committee Membership

Meeting Attendance

Director Share Ownership

Attendance

Interlocking Board Memberships

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

DIRECTOR COMPENSATION

Director Compensation Discussion

Incentive Plan Awards (Non-Employee Directors)

RSUs

DSUs

Blackout Restricted Periods

Director Fees

Directors' Summary Compensation Table

Incentive Plan Awards

Outstanding Option-Based Awards and Share-Based Awards

CORPORATE GOVERNANCE DISCLOSURE

Board of Directors Independence

Orientation and Continuing Education

Ethical Business Conduct

Whistleblower Policy

Nomination of Directors

Compensation

Board Committees

Audit Committee

Sustainability, HSE, and Reserves Committee

Sustainability

Health, Safety & Environment

Reserves

Tenaz Energy Corp. Proxy Solicitation & Information Statement 2025