Tenaz Energy Corp. — Proxy Solicitation & Information Statement 2025

May 2, 2025

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:

1. To receive the audited consolidated financial statements of the Company for the financial year ended December 31, 2024, and the auditors’ report thereon.
2. To fix the number of directors to be elected at the Meeting at six (6).
3. To elect six (6) directors of the Company for the ensuing year.
4. To appoint the auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration.
5. To approve unallocated entitlements under the Tenaz Incentive Plan.
6. 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.

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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

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