November-17-2025

CIRCULAR CWV – Notice of Annual General Meeting of Shareholders
to be held on December 17, 2025

The annual general meeting (the “Meeting“) of the holders of common shares of Crown Point Energy Inc. (the “Corporation” or “our“) will be held at the offices of Burnet, Duckworth & Palmer LLP, 2400, 525 – 8^th Avenue S.W., Calgary, Alberta T2P 1G1 on December 17, 2025, at 11:30 a.m. (Calgary time), to:

receive and consider our financial statements for the year ended December 31, 2024, together with the auditors’ report thereon;
elect four (4) directors for the ensuing year;
appoint Crowe MacKay LLP as the auditors of the Corporation and to authorize the directors to fix their remuneration as such;
consider, and if thought appropriate, to pass an ordinary resolution ratifying the Corporation’s stock option plan, all as more particularly described in the accompanying management information circular – proxy statement of the Corporation dated November 7, 2025 (the “Information Circular“); and
transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

Registered shareholders may vote in person at the Meeting or any adjournment or postponement thereof or they may appoint another person (who need not be a shareholder) as their proxy to attend and vote in their place. Registered shareholders unable to be present at the Meeting in person are requested to complete the enclosed form of proxy and deposit it with our transfer agent, Olympia Trust Company (“Olympia”) as follows: (i) by mail using the enclosed return envelope or one addressed to Olympia Trust Company, Attention: Proxy Department, PO Box 128, STN M, Calgary, Alberta, T2P 2H6; (ii) by facsimile to 403-668-8307; or (iii) by electronic mail to proxy@olympiatrust.com. If you wish to vote through the Internet, please go to https://css.olympiatrust.com/pxlogin and follow the instructions. You will require your 12-digit control number found on your proxy form. In order to be valid and acted upon at the Meeting, forms of proxy must be received by Olympia not less than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) before the time of the Meeting or any adjournment or postponement thereof. The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion without notice.

Non-registered shareholders who hold shares through a broker, financial institution, trustee, nominee or other intermediary or otherwise should carefully follow the instructions found on their voting instructions form.

The board of directors of the Corporation has fixed the record date for the Meeting at the close of business on November 7, 2025 (the “Record Date“). Only shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to vote those shares included in the list of shareholders entitled to vote at the Meeting prepared as at the Record Date, unless any such shareholder transfers shares after the Record Date and the transferee of those shares, having produced properly endorsed certificates evidencing such shares or otherwise established that he, she or it owns such shares, demands, not later than ten (10) days before the Meeting, that the transferee’s name be included in the list of shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such shares at the Meeting.

Particulars of the foregoing matters are set forth in the accompanying Information Circular.

Dated at Calgary, Alberta this 7^th day of November, 2025.

By order of the Board of Directors

(signed) “Gordon R. Kettleson”

Chairman of the Board

Management Information Circular – Proxy Statement dated November 7, 2025

For the Annual General Meeting of Shareholders to be held on December 17, 2025

PROXY MATTERS

Solicitation of Proxies

This information circular – proxy statement (the “Information Circular”) is furnished in connection with the solicitation of proxies by the management of Crown Point Energy Inc. (the “Corporation” or “Crown Point“) for use at the annual general meeting (the “Meeting“) of the holders of common shares (“Common Shares“) of the Corporation to be held at the offices of Burnet, Duckworth & Palmer LLP, 2400, 525 – 8^th Avenue S.W., Calgary, Alberta T2P 1G1 on December 17, 2025 at 11:30 a.m. (Calgary time), and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting.

The board of directors of the Corporation (the “Board“) has fixed the record date for the Meeting at the close of business on November 7, 2025 (the “Record Date“). Only shareholders of record on the Record Date are entitled to receive notice of the Meeting and to vote those Common Shares included in the list of shareholders entitled to vote at the Meeting prepared as at the Record Date, unless a shareholder transfers the ownership of his, her or its Common Shares subsequent to that date and the transferee of those Common Shares, having produced properly endorsed certificates evidencing such Common Shares or otherwise establishes that he, she or it owns the Common Shares and demands not less than ten (10) days before the Meeting, that the transferee’s name be included in the list of shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such Common Shares at the Meeting.

Unless otherwise stated, the information in this Information Circular is given as at November 7, 2025. In this Information Circular, unless otherwise noted, all dollar amounts are expressed in United States dollars. References to “US$” are to United States dollars and references to “C$ are to Canadian dollars.

The instrument appointing a proxy (the “Instrument of Proxy“) must be in writing and must be executed by you or your attorney authorized in writing or, if you are a corporation, under your corporate seal or by a duly authorized officer or attorney of the corporation.

The persons named in the enclosed Instrument of Proxy are directors and/or officers of the Corporation. As a shareholder submitting a proxy you have the right to appoint a person or company (who need not be a

shareholder) to represent you at the Meeting other than the person or persons designated in the Instrument of Proxy furnished by Crown Point. To exercise this right you should follow the instructions provided in the enclosed Instrument of Proxy or submit another appropriate proxy.

In order to be effective, the proxy must be deposited with Olympia Trust Company: (i) by mail using the enclosed return envelope or one addressed to Olympia Trust Company, Attention: Proxy Department, PO Box 128, STN M, Calgary, Alberta, T2P 2H6; (ii) by facsimile to 403-668-8307; or (iii) by electronic mail to proxy@olympiatrust.com; not less than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) before the time of the Meeting or any adjournment or postponement thereof. The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion without notice. If you wish to vote through the Internet, please go to https://css.olympiatrust.com/pxlogin and follow the instructions. You will require your 12-digit control number found on your proxy form.

Advice to Beneficial Holders of Common Shares

The information set forth in this section is of significant importance to you if you do not hold Common Shares in your own name. If you hold Common Shares through a broker, financial institution, trustee, nominee or other intermediary or otherwise (“Beneficial Holders“), you should note that only proxies deposited by shareholders whose names appear on our records as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in your account statement provided by your broker, then in almost all cases those Common Shares will not be registered in your name on our records. Such Common Shares will likely be registered under the name of your broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co., the registration name for CDS Clearing and Depository Securities Inc., which acts as nominee for many Canadian brokerage firms. Common Shares held by your broker or their nominee can only be voted upon your instructions. Without specific instructions, your broker or their nominee is prohibited from voting your shares. You should ensure that an instruction regarding the voting of your shares is communicated to the appropriate person within the appropriate time frame.

Applicable regulatory policy requires your broker to seek voting instructions from you in advance of the Meeting. Every broker has its own mailing procedures and provides its own return instructions, which you should carefully follow in order to ensure that your shares are voted at the Meeting. Often, the form of voting instructions supplied by your broker is identical to the form of proxy provided to registered shareholders. However, its purpose is limited to instructing the registered shareholder how to vote on your behalf. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge“) or another intermediary. If you receive a voting instruction form from Broadridge or another intermediary, it cannot be used as a proxy to vote Common Shares directly at the Meeting as the proxy must be returned (or otherwise reported) as directed by Broadridge well in advance of the Meeting in order to have the Common Shares voted.

There are two kinds of Beneficial Holders: (i) those who object to their name being made known to the issuers of securities which they own, known as objecting beneficial owners or “OBOs”; and (ii) those who do not object to their name being made known to the issuers of securities which they own, known as non-objecting beneficial owners or “NOBOs”.

Although you may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of your broker (or agent of the broker), you may attend at the Meeting as proxyholder for the registered shareholder and vote Common Shares in that capacity. If you wish to attend the Meeting and indirectly vote your Common Shares as proxyholder for the registered shareholder, you should enter your own name in the blank space on the form of proxy provided to you and return the same to your broker (or the broker’s agent) in accordance with the instructions provided by your broker (or agent), well in advance of the Meeting.

Notice-And-Access

The Corporation has elected to use the “notice-and-access” provisions under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer for the Meeting in respect of the mailing of the Corporation’s meeting materials, annual financial statements and management’s discussion and analysis to the non-registered holders of Common Shares but not to the registered holders of Common Shares. The notice-and-access provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to shareholders by allowing a reporting issuer to post its meeting materials and information circular and related materials online.

The Corporation has also elected to use procedures known as “stratification” in relation to our use of the notice-andaccess provisions. Stratification occurs when we, while using the notice-and-access provisions, provide a paper copy of the Information Circular and, if applicable, a paper copy of the Corporation’s financial statements and related management’s discussion and analysis, to some but not all of the Corporation’s shareholders together with the notice of meeting. In relation to the Meeting, our registered shareholders will receive a paper copy of the notice of the meeting, this Information Circular, a form of proxy and our financial statements and related management’s discussion and analysis whereas non-registered holders of Common Shares will receive a notice-and-access notification and a voting instruction form. In addition, a paper copy of our financial statements and related management’s discussion and analysis in respect of our most recent financial year will be mailed to those shareholders who do not hold their Common Shares in their own name but who have previously requested to receive paper copies of our financial information.

Revocability of Proxy

You may revoke your proxy at any time prior to the Meeting. If you or the person to whom you give your proxy attends personally at the Meeting you or such person may revoke the proxy and you may vote in person. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing executed by you or your attorney authorized in writing or, if you are a corporation, under your corporate seal or by a duly authorized officer or attorney of the corporation. To be effective, the instrument in writing must be deposited either at the registered office of the Corporation at any time prior to 4:30 p.m. (Calgary time) on the last business day preceding the day of the Meeting, or any adjournment or postponement thereof, at which the proxy is to be used, or with the Chair of the Meeting on the day of the Meeting, or any adjournment or postponement thereof.

Persons Making the Solicitation

This solicitation is made on behalf of the management of the Corporation. The costs incurred in the preparation and mailing of the Instrument of Proxy, Notice of Annual General Meeting and this Information Circular will be borne by the Corporation. In addition to mailing Instruments of Proxy, proxies may be solicited by personal interviews, or by other means of communication, by directors, officers and employees of the Corporation, who will not be remunerated therefor. All costs incurred by the Corporation in soliciting proxies will be paid by the Corporation.

Exercise of Discretion by Proxy

The Common Shares represented by proxy in favour of management nominees will be voted or withheld from voting on any ballot at the Meeting. Where you specify a choice with respect to any matter to be acted upon, the Common Shares will be voted on any ballot in accordance with your instructions. If you do not provide instructions your Common Shares will be voted in favour of the matters to be acted upon as set out in this Information Circular. The persons appointed under the Instrument of Proxy which we have furnished are conferred with discretionary authority with respect to amendments or variations of those matters specified in the Instrument of Proxy and Notice of Annual General Meeting and with respect to any other matters which may properly be brought before the Meeting or any adjournment or postponement thereof. At the time of printing this Information Circular, we know of no such amendment, variation or other matter.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Corporation is authorized to issue an unlimited number of Common Shares and an unlimited number of class A preferred shares (the “Class A Preferred Shares“), issuable in series. As at the Record Date, there were 72,903,038 Common Shares and no Class A Preferred Shares issued and outstanding.

The holders of Common Shares are entitled to: (i) one (1) vote per share held at any meeting of shareholders of the Corporation; (ii) receive any dividend declared by the Corporation; and (iii) receive the remaining property of the Corporation upon dissolution.

Other than as stated below, to the best of the knowledge of the directors and senior officers of the Corporation, as at the date hereof, no person or company beneficially owns or controls or directs, directly or indirectly, Common Shares carrying more than 10% of the voting rights attached to all of the issued and outstanding Common Shares.

Common Shares Owned, Percentage of the Outstanding Common

Name of Shareholder and Country of Residence Controlled or Directed Shares of the Corporation

Liminar Energía S.A.⁽¹⁾

Argentina

46,586,077

63.9%

William Wheeler⁽²⁾

Canada

11,094,823

15.2%

Notes:

Pablo Peralta, a director of Crown Point, controls 45% of the voting shares of Liminar Energía S.A. (“Liminar“). The remaining voting shares of Liminar are controlled by Roberto Dominguez (45%) and Eipor S.A. (10%). The foregoing information is based on Liminar’s public filings.
Texada Capital Management Ltd., a company controlled by William Wheeler, together with accounts owned jointly by Mr. Wheeler and his wife Eileen Wheeler and the Wheeler Family Foundation, an entity under the direction of Mr. Wheeler, own these Common Shares. The foregoing information is based on William Wheeler’s public filings.

MATTERS TO BE ACTED UPON AT THE MEETING

Election of Directors

Pursuant to the by-laws of the Corporation, the Board has fixed the number of directors to be elected at the Meeting at four (4). Accordingly, at the Meeting shareholders will be asked to elect four (4) directors to hold office until the next annual meeting or until their successors are elected or appointed. There are currently four (4) directors of the Corporation.

Unless otherwise directed, it is the intention of management to vote proxies in the accompanying form in favour of the election as directors for the ensuing year the four (4) nominees hereinafter set forth:

Gordon R. Kettleson

Juan Llado

Brian J. Moss

Pablo Peralta

Each director elected will hold office until the next annual general meeting, or until his successor is duly elected or appointed, unless his office is earlier vacated.

Voting on the election of directors will be conducted on an individual, and not a slate, basis. Management of the Corporation recommends that shareholders vote FOR the election of these nominees. Management does not contemplate that any of these nominees will be unable to serve as a director. However, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, the management designees, if named as proxy, reserve the right to vote for any other nominee in their sole discretion unless you have specified in your proxy that your Common Shares are to be withheld from voting on the election of directors.

The following information relating to the director nominees is based partly on our records and partly on information received by us from the nominees and sets forth the names and province or state and country of residence of all of the persons nominated for election as directors, the periods during which they have served as directors, their principal occupations during the five preceding years and the number of Common Shares owned, or controlled or directed, directly or indirectly, by each of them as of November 7, 2025.

Number of

Common Shares

Beneficially

Owned or

Name, Controlled or

Province/State Directed as at

and Country of Position Periods Served Principal Occupation During November 7, Residence Presently Held as a Directorthe Five Preceding Years 2025

Dr. Brian J. Director Since December Consultant to Crown Point since March 2022. Prior 111,206

Moss⁽¹⁾ 1, 2017 and thereto, President and Chief Executive Officer of the Alberta, Canada prior thereto Corporation from November 2016 to February 2022.

May 2012 to

April 2015

Gordon R. Non-Executive Since Independent businessman since November 2023. Prior 244,939

Kettleson⁽¹⁾ Chairman and December 17, thereto, Chief Executive Officer of Interwest

British Columbia, Director 2001 Petroleums Ltd. from September 2001 to November

Canada 2023.

Pablo PeraltaDirector Since Mr. Peralta currently holds various executive positions, 46,586,077⁽²⁾

Buenos Aires, December 19, including the following: President of the following entities – Argentina 2014 Grupo S.T. S.A. (since April 2007), Orígenes Seguros de

Retiro S.A. (since May 2009), Life Seguros (since June 2011), Liminar (since March 2014), and Liminar Desarrollos Inmobiliarios S.A. (since July 2009). Mr.

Peralta is also the Vice President of Banco de Servicios y

Transacciones S.A. (where he was President from 20022014). Each of the foregoing companies, other than Liminar, is a privately held Argentine company operating in the financial services, insurance and real estate sectors in Argentina. He also serves as a director of Cia Ganadera de Nirihuaua, Nestor Hugo Fuentes S.A. and Booth

Corporation (all of which are private companies operating in the agricultural business sector) and Open Cars, Prestiege Auto, Fortecar, GrandVielle and Automotores Pampeanos (all of which are private companies operating in the automobile dealership industry).

Juan Llado⁽¹⁾ Director Since August Mr. Llado is currently a member of the Executive – Buenos Aires, 11, 2025 Committee of Grupo ST S.A. Mr. Llado is an attorney and

Argentina has held various positions during his career in the financial services, insurance and energy sectors, including as: CEO of Life Seguros de Personas y Patrimoniales S.A. (formerly MetLife Argentina); CEO of Life Group Seguros S.A. (formerly Prudential Argentina); Legal & Compliance Director at Grupo ST S.A.; Legal Affairs Manager and Trust Banking Manager at Banco de Servicios y Transacciones S.A.; Legal Affairs Manager at Orígenes Seguros; and Legal Affairs Manager at Credilogros Compañía Financiera S.A. Mr. Llado currently serves on the Board of Directors of the following companies: Grupo ST S.A.; Banco de Servicios y Transacciones S.A.; ST Securities S.A.; Best Leasing S.A.; Life Seguros S.A.; Liminar; and Crown Point Energía S.A. (a wholly-owned subsidiary of the Corporation).

Notes:

Member of the Audit Committee of the Board (the “Audit Committee“). Kettleson, Chair.
Peralta controls 45% of the voting shares of Liminar and is the President of Liminar, which is the registered and beneficial owner of these Common Shares. As such, Mr. Peralta has control and direction over the Common Shares held by Liminar. See “Voting Shares and Principal Holders Thereof“.

As at the date hereof, the directors and officers of the Corporation, and their associates and affiliates, as a group, own or control, directly or indirectly, 46,942,222 Common Shares representing approximately 64.4% of the issued and outstanding Common Shares.

In accordance with the terms of an investment agreement dated effective November 16, 2014, as amended, among the Corporation and Liminar, Liminar has been provided the right to have two (2) representatives serve on the Board, provided Liminar collectively owns or controls 10% or more of the issued and outstanding Common Shares, in all cases subject to all applicable legal and regulatory requirements. Messrs. Peralta and Llado are Liminar’s Board nominees.

Cease Trade Orders

To the knowledge of the management of the Corporation, none of the proposed directors is, or has been in the last 10 years, a director, chief executive officer or chief financial officer of an issuer (including the Corporation) that, (a) while that person was acting in that capacity, was the subject of a cease trade order or similar order or an order that denied the issuer access to any exemptions under securities legislation, for a period of more than 30 consecutive days; or (b) was subject to, after that person ceased to be a director, chief executive officer or chief financial officer, in the issuer being the subject of a cease trade or similar order or an order that denied the issuer access to any exemption under securities legislation, for a period of more than 30 consecutive days, and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer.

Bankruptcies

To the knowledge of the management of the Corporation, no proposed director of the Corporation is, or within the ten years prior to the date of this Information Circular: (a) was declared bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or been 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 that person; or (b) was a director or executive officer of a corporation (including the Corporation) that while that person was acting in that capacity or within a year of the person ceasing to act as a director or officer of the corporation became bankrupt or 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.

Penalties or Sanctions

To the knowledge of the management of the Corporation, no proposed director of the Corporation has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director of the Corporation.

Appointment of Auditor

The Board recommends that Crowe MacKay LLP (“Crowe“) be appointed as auditor of the Corporation for the ensuing year at a remuneration to be approved by the Board.

On October 27, 2025, the former auditor of the Corporation, PricewaterhouseCoopers LLP (“PwC“), resigned as auditor of the Corporation. The resignation of PwC was considered by the Audit Committee and the Board. On October 30, 2025, the appointment of Crowe as the Corporation’s auditor was approved by the Board based on the recommendation of the Audit Committee. There were no “reportable events” within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102“) during the period commencing on January 1, 2023 and ending on October 27, 2025. See Schedule “A” for a copy of the reporting package in respect of such change of auditor.

Shareholders will consider an ordinary resolution to appoint the firm Crowe to serve as auditor of the Corporation until the next annual meeting of the shareholders. The Board and management plan to vote FOR and recommend that you vote FOR this ordinary resolution.

Ratification of Stock Option Plan

Pursuant to TSX Venture Exchange (the “TSXV“) Policy 4.4 (the “Option Policy“), the Corporation is permitted to maintain a “rolling” stock option plan (the “Stock Option Plan“) reserving a maximum of 10% of the issued and outstanding Common Shares for issuance pursuant to options to purchase` Common Shares of the Corporation (the “Options“). In accordance with the Option Policy, rolling option plans must receive shareholder approval yearly at the Corporation’s annual meeting.

Shareholders will therefore be asked at the Meeting to consider and, if thought advisable, to ratify and approve the existing Stock Option Plan. At the annual general meeting held on September 20, 2024, the shareholders of the Corporation approved the current Stock Option Plan. The Corporation currently has 1,475,000 Options outstanding, all of which are exercisable at a price of C$0.20 per Common Share.

The purpose of the Stock Option Plan is to aid in attracting, retaining and motivating the directors, officers, employees and consultants (collectively, “Service Providers“) of Crown Point and its subsidiaries and affiliates in the growth and development of Crown Point by providing them with the opportunity through Options to acquire an increased proprietary interest in Crown Point.

The Stock Option Plan is administered by a committee of the Board comprised of one or more directors appointed by the Board to administer the Stock Option Plan or, if no such committee is appointed, the Board (in each case, the “Committee“). The Committee may designate eligible Service Providers of Crown Point and its subsidiaries and affiliates to whom Options may be granted and the number of Common Shares to be optioned to each, provided that the number of Common Shares to be optioned will not exceed the limitations set out below:

the total number of Common Shares reserved for issuance on exercise of Options issued under the Stock Option Plan at any given time shall not exceed 10% of the aggregate of the issued and outstanding Common Shares at such time;
unless the approval of the disinterested shareholders of Crown Point is obtained, the aggregate number of Common Shares reserved for issuance to any one optionee in a 12 month period shall not exceed 5% of the number of outstanding Common Shares (determined at the time an Option is granted);
the aggregate number of Common Shares reserved for issuance to any one consultant in a 12 month period shall not exceed 2% of the number of outstanding Common Shares (determined at the time an Option is granted);
the aggregate number of Common Shares reserved for issuance to all persons conducting investor relations activities in a 12 month period shall not exceed 2% of the number of outstanding Common Shares (determined at the time an Option is granted);
unless the approval of the disinterested shareholders of Crown Point is obtained, the maximum number of Options which may be granted to insiders of Crown Point within a 12 month period may not exceed 10% of the number of outstanding Common Shares; and
unless the approval of the disinterested shareholders of the Corporation is obtained, the maximum aggregate number of Common Shares that are issuable pursuant to all Security Based Compensation (as defined in the policies of the TSXV) granted or issued to insiders of Crown Point (as a group) must not exceed 10% of the outstanding Common Shares at any point in time.

Any increase in the issued and outstanding Common Shares (whether as a result of the exercise of Options or otherwise) will result in an increase in the number of Common Shares that may be issued on exercise of Options outstanding at any time and any increase in the number of Options granted will, upon exercise, make new grants available under the Stock Option Plan. Options that are cancelled, terminated or expire prior to the exercise of all or a portion thereof will result in the Common Shares that were reserved for issuance thereunder being available for a subsequent grant of Options pursuant to the Stock Option Plan.

The Committee may, in its sole discretion, determine: (i) the time during which Options will vest; (ii) the method of vesting; or (iii) that no vesting restriction shall exist. The Committee may, at its sole discretion at any time, or in the option agreement in respect of any Options granted, accelerate or provide for the acceleration of vesting of Options previously granted. The exercise price of Options will be fixed by the Committee when Options are granted, provided that the exercise price of Options may not be less than the Discounted Market Price of the Common Shares at the time an Option is granted (or such other minimum price as may be required by the stock exchange on which the Common Shares are listed at the time of grant). “Discounted Market Price” means the last closing trading price per Common Share on the TSXV (or if the Common Shares are not listed on the TSXV, on such exchange as the Common Shares are then traded) before the date of grant of the Option or the date Crown Point issues a news release to fix the price of such Option, less the applicable discount as prescribed by the TSXV. The period during which an Option is exercisable shall, subject to the provisions of the Stock Option Plan requiring or permitting acceleration of rights of exercise or the extension of the exercise period, be such period, not in excess of five years, as may be determined by the Committee at the time of grant. Options will not be assignable or transferable by the optionee either in whole or in part.

In addition, each Option shall provide that:

upon the death of an optionee, the Option shall terminate on the date determined by the Committee

which shall not be more than twelve (12) months from the date of death and, in the absence of any determination to the contrary, will be twelve (12) months from the date of death;

if an optionee shall no longer be a Service Provider (other than by reason of death or termination for cause), the Option shall terminate on the expiry of the period not in excess of ninety (90) days as prescribed by the Committee at the time of grant, following the date that such optionee ceases to be a Service Provider and, in the absence of any determination to the contrary, will terminate ninety (90) days following the date that such optionee ceases to be a Service Provider; and
if an optionee shall no longer be a Service Provider by reason of termination for cause, the Option shall terminate immediately on such termination for cause (whether notice of such termination occurs verbally or in writing),

provided that the number of Common Shares that an optionee (or his or her heirs or successors) shall be entitled to purchase until such date of termination: (i) shall in the case of death of such optionee, be all of the Common Shares that may be acquired on exercise of the Options held by such optionee (or his or her heirs or successors) whether or not previously vested, and the vesting of all such Options shall be accelerated on the date of death for such purpose; and (ii) in any case other than death or termination for cause, shall be the number of Common Shares which such optionee was entitled to purchase on the date such optionee ceased to be a Service Provider.

If the expiry date of any Options falls within any Black Out Period or within the three (3) business day period prior to the normal expiry date of such Options (the “Restricted Options“), then the expiry date of all Restricted Options will be extended to the date that is ten (10) business days following the end of the Black Out Period (or such longer period as permitted by the TSXV and approved by the Committee). The foregoing extension applies to all Options whatever the date of grant and shall not be considered to be an extension of the term of the Options. “Black Out Period” means the period of time when, pursuant to any policies of Crown Point and/or applicable securities laws, any securities of Crown Point may not be traded by certain persons as designated by Crown Point and/or such applicable securities laws, including any holder of an Option.

In the event: (i) of any change in the Common Shares through subdivision, consolidation, reclassification, amalgamation, merger or otherwise; or (ii) that, as a result of any recapitalization, merger, consolidation or other transaction, the Common Shares are converted into or exchangeable for any other securities or property; then the Board may make such adjustments to the Stock Option Plan and to any Options, and may make such amendments to any option agreements, as the Board may, in its sole discretion, consider appropriate in the circumstances to prevent dilution or enlargement of the rights granted to optionees and/or to provide for the optionees to receive and accept such other securities or property in lieu of Common Shares, and the optionees will be bound by any such determination.

If Crown Point fixes a record date for a distribution to all or substantially all of the holders of the Common Shares of cash or other assets (other than a dividend in the ordinary course of business), the Board may, in its sole discretion, but will not be required to, make an adjustment to the exercise price of any Options outstanding on the record date for such distribution and make such amendments to any option agreements to give effect thereto, as the Board may, in its sole discretion, consider appropriate in the circumstances.

Except in the case of a transaction that is a Change of Control (as defined in the Stock Option Plan), if Crown Point enters into any transaction or series of transactions whereby Crown Point or all or substantially all of the assets of Crown Point and its subsidiaries (on a consolidated basis) would become the property of any other trust, body corporate, partnership or other person (a “Successor“), whether by way of takeover bid, acquisition, reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise, prior to or contemporaneously with the consummation of such transaction the Corporation and the Successor will execute such instruments and do such things as the Committee may determine are necessary to establish that upon the consummation of such transaction the Successor will assume the covenants and obligations of the Corporation under the Stock Option Plan and any option agreements outstanding on consummation of such transaction. Any such Successor shall succeed to, and be substituted for, and may exercise every right and power of the Corporation under the Stock Option Plan and option agreements with the same effect as though the Successor had been named as the Corporation therein and thereafter, the Corporation shall be relieved of all obligations and covenants under the Stock Option Plan and such option agreements and the obligation of the Corporation to the optionees in respect of the Options shall terminate and be at an end and the optionees shall cease to have any further rights in respect thereof including, without limitation, any right to acquire Common Shares upon vesting of the Options.

If there takes place a Change of Control (as such term is defined in the Stock Option Plan), all issued and outstanding Options will be exercisable (whether or not then vested) immediately prior to the time such Change of Control takes place and shall terminate on the 90^th day after the occurrence of such Change of Control, or at such earlier time as may be established by the Board, in its absolute discretion, prior to the time such Change of Control takes place.

The Stock Option Plan allows the Board to amend or discontinue the plan at any time, provided that no such amendment may, without the consent of an optionee, alter or impair any Option previously granted to an optionee under the Stock Option Plan, and provided further that any amendment to the Stock Option Plan is subject to prior approval of the TSXV, if required, and approval of the holders of Common Shares, if required by the TSXV.

At the Meeting, shareholders of the Corporation will be asked to consider and, if deemed advisable, approve the following ordinary resolution to approve the Stock Option Plan:

“BE IT RESOLVED THAT:

the stock option plan (the “Stock Option Plan“) of Crown Point Energy Inc. (“Crown Point“), as described in the management information circular and proxy statement of Crown Point dated November 7, 2025, including the approval of the reserve and issuance of up to a maximum of 10% of the number of issued and outstanding common shares of Crown Point from time to time to be issued thereunder, be and the same is hereby authorized, approved and ratified; and
any one or more directors or officers of Crown Point 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 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 resolution.”

In order for the foregoing resolution to be passed, it must be approved by a simple majority of the votes cast by shareholders of the Corporation who vote in person or by proxy at the Meeting. Unless otherwise directed, it is the intention of management to vote proxies in favour of the ordinary resolution approving the Stock Option Plan.

STATEMENT OF EXECUTIVE COMPENSATION

Form 51-102F5 – Information Circular provides that if management of an issuer solicits proxies from its securityholders for the purpose of electing directors then certain prescribed disclosure respecting executive and director compensation must be included in its management information circular. The Corporation’s Form 51-102F6V – Statement of Executive Compensation – Venture Issuers for the year ended December 31, 2024 is attached as Schedule “B” hereto.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Stock Option Plan is the only equity compensation plan of the Corporation. The following sets forth information in respect of securities authorized for issuance under the Stock Option Plan as at December 31, 2024.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))⁽¹⁾⁽²⁾ (c)
Equity compensation plans approved by security holders	1,825,000⁽³⁾	C$0.20⁽³⁾	5,465,304⁽³⁾
Equity compensation plans not approved by security holders	Nil	Nil	Nil
Total	1,825,000⁽³⁾	C$0.20⁽³⁾	5,465,304⁽³⁾

Notes:

Represents the maximum number of additional Common Shares issuable under the Stock Option Plan based upon the number of Common Shares outstanding as at December 31, 2024.
The Stock Option Plan authorizes the issuance of Options entitling the holders to acquire, in the aggregate, up to 10% of the Common Shares outstanding from time to time. See “Matters to be Acted upon at the Meeting – Ratification of Stock Option Plan” above.
On October 29, 2025, an aggregate of 350,000 Options with a weighted average exercise price of C$0.20 expired pursuant to their terms. Taking the expiration of such Options into account, as of the date hereof an aggregate of 1,475,000 Options with a weighted average exercise price of C$0.20 are outstanding, and an additional 5,815,304 Options are issuable under the Stock Option Plan based on the number of Common Shares outstanding as of the date hereof.

CORPORATE GOVERNANCE DISCLOSURE

National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101“) requires that if management of an issuer solicits proxies from its securityholders for the purpose of electing directors, certain prescribed disclosure respecting corporate governance matters must be included in its management information circular. The TSXV also requires listed companies to provide, on an annual basis, the corporate governance disclosure which is prescribed by NI 58-101.

The prescribed corporate governance disclosure for the Corporation is that contained in Form 58-101F2 which is attached to NI 58-101 (“Form 58-101F2 Disclosure“). Set out below is a description of our current corporate governance practices, relative to the Form 58-101F2 Disclosure (which is set out below in italics).

1. Board of Directors

Disclose the identity of directors who are independent.

The Board has determined that the following existing / proposed directors of the Corporation are independent:

Gordon R. Kettleson

Dr. Brian J. Moss

Disclose the identity of directors who are not independent, and describe the basis for that determination.

The Board has determined that the following two (2) existing / proposed directors of the Corporation are not independent:

Juan Llado

Pablo B. Peralta

Pablo Peralta and Juan Llado are not considered independent as they are nominees of Liminar, which is the registered and beneficial holder of approximately 63.9% of Crown Point’s issued and outstanding Common Shares.

2. Directorships

If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.

The following directors of the Corporation are currently directors of other issuers that are reporting issuers (or the equivalent):

Name of Director Name of Other Issuer

Brian J. Moss Bengal Energy Ltd. (TSXV:BNG)

Gordon Kettleson AD4 Capital Corp. (TSXV:ADJ)

3. Orientation and Continuing Education

Describe what steps, if any, the Board takes to orient new Board members, and describe any measures the Board takes to provide continuing education for directors.

Upon joining our Board, new directors are provided with a directors’ information binder which includes a copy of all Board and committee mandates and corporate policies, organizational structure, the structure of the Board and its committees and constating documents. In addition, presentations are made to the Board on an ongoing basis in relation to the business and operations of the Corporation.

Each new director brings a different skill set and professional background, and with this information, the Board is able to determine what orientation to the nature and operations of the Corporation’s business will be necessary and relevant to each new director. The Corporation provides continuing education for its directors as such need arises and encourages open discussion at all meetings which is intended to encourage learning by the directors.

4. Ethical Business Conduct

Describe what steps, if any, the Board takes to encourage and promote a culture of ethical business conduct.

The Board expects management to operate the business of the Corporation in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Corporation’s business plan and to meet performance objectives and goals.

The Corporation has adopted a Code of Business Conduct and Ethics for directors, officers and employees (the “Code“). A copy of the Code is available on SEDAR+ at www.sedarplus.ca. All directors, officers and employees are required to abide by the Code.

The Corporation has adopted an Anti-Corruption Policy that applies to the employees, officers and directors of the Corporation and its subsidiaries and affiliates. The Anti-Corruption Policy provides guidelines to encourage ethical behaviour in Crown Point’s business conduct and promote compliance with applicable anti-corruption legislation.

The Board has also adopted a Whistleblower Policy wherein employees of the Corporation are provided with the mechanics by which they may raise concerns in a confidential, anonymous process.

In addition, the Board must comply with conflict of interest provisions in Canadian corporate law, including relevant securities regulatory instruments, in order to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.

5. Nomination of Directors

Describe what steps, if any, are taken to identify new candidates for board nomination including: (a) who identifies new candidates; and (b) the process of identifying new candidates.

The Board reviews on a periodic basis the composition of the Board, analyzes the needs of the Board, identifies suitable candidates for nominees for election or appointment as directors and determines the criteria governing the overall composition of the Board and governing the desirable individual characteristics for directors, and approves the nomination of directors based on the foregoing.

6. Compensation

Describe what steps, if any, are taken to identify compensation for the directors and CEO, including: (a) who determines compensation; and (b) the process for determining compensation.

For information relating to the compensation of directors and executive officers of the Corporation, see “Statement of Executive Compensation – Venture Issuers” attached hereto as Schedule “B”.

7. Other Board Committees

If the Board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.

The Audit Committee is the only standing committee of the Board.

8. Assessments

Disclose what steps, if any, that the Board takes to satisfy itself that the Board, its committees, and its individual directors are performing effectively.

The Board periodically reviews the performance of the Board, the Board’s committees, and the individual directors to ensure that they are each performing effectively. Neither the Corporation nor the Board has established formal processes or practices to complete performance reviews. Rather, effectiveness is measured by comparing actual corporate results with stated objectives. The contributions of individual directors are informally monitored by the other Board members, having in mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.

The Corporation believes that its corporate governance practices are appropriate and effective for the Corporation, given its relative size and stage of development. The Corporation’s method of corporate governance allows for the Corporation to operate efficiently, with straightforward checks and balances that control and monitor management and corporate functions without excessive administrative burden.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of Crown Point’s current directors, executive officers or employees or former executive officers, directors or employees or any of its subsidiaries, is or has been at any time since the beginning of Crown Point’s most recently completed financial year, indebted to Crown Point or any of its subsidiaries nor is any indebtedness still outstanding, nor, at any time since the beginning of Crown Point’s most recently completed financial year, 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 Crown Point or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed:

in Note 27 (Related Party Transactions) to the Corporation’s audited consolidated financial statements for the years ended December 31, 2024 and 2023 (the “Audited Financial Statements“);
under the heading “Related Party Transactions” in the Corporation’s management’s discussion and analysis of the consolidated financial results of the Corporation as at and for the three months and year ended December 31, 2024 (the “Annual MD&A“);
in Note 20 (Related Party Transactions) to the Corporation’s unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2025 (the “Interim Financial Statements“); and
under the heading “Related Party Transactions” in the Corporation’s management’s discussion and analysis of the consolidated financial results of the Corporation as at and for the three and six months ended June 30, 2025 (the “Interim MD&A“),

there were no material interests, direct or indirect, of any “informed persons” (as defined in NI 51-102) of the Corporation, any proposed director, or any known associate or affiliate of such persons, in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries.

Note 27 to the Audited Financial Statements, Note 20 to the Interim Financial Statements, and the disclosure under the heading “Related Party Transactions” in the Annual MD&A and the Interim MD&A are incorporated by reference herein. The Audited Financial Statements, the Annual MD&A, the Interim Financial Statements and the Interim MD&A have been filed on SEDAR+ under the Corporation’s profile at www.sedarplus.ca. Upon request, the Corporation will promptly provide a copy of such documents free of charge to a shareholder of the Corporation.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer at any time since the beginning of our last financial year, of any proposed nominee for election as a director, or of any associate or affiliate of any of the foregoing persons, in respect of any matter to be acted on at the Meeting, other than the election of directors and the ratification of the Stock Option Plan.

AUDIT COMMITTEE INFORMATION

National Instrument 52-110 – Audit Committees (“NI 52-110“) requires the Corporation, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor in accordance with Form 52-110F2.

Audit Committee Mandate and Terms of Reference

The mandate and terms of reference of the Audit Committee is attached hereto as Schedule “C”.

Composition of the Audit Committee and Relevant Education and Experience

The current members of the Audit Committee are Gordon Kettleson (Chair), Brian Moss and Juan Llado.

A member of the Audit Committee is independent if the member has no direct or indirect material relationship with the Corporation. A material relationship means a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a member’s independent judgment, provided that certain enumerated relationships between an Audit Committee member and the Corporation or a subsidiary thereof are deemed to be a “material relationship”. Mr. Kettleson is considered to be “independent” of the Corporation in accordance with NI 52-110. Mr. Llado is not considered independent as he is a nominee of Liminar, which is the registered and beneficial holder of approximately 63.9% of Crown Point’s issued and outstanding Common Shares. Dr. Moss is not considered independent in accordance with NI 52-110 for the purposes of the Audit Committee because he receives consulting fees from the Corporation.

A member of the Audit Committee is considered 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 Corporation’s financial statements. Each member of the Audit Committee is considered “financially literate” in accordance with NI 52-110.

The following is a description of the education and experience of each member of the Audit Committee:

Name and Place of Residence Relevant Education and Experience

Gordon Kettleson

British Columbia,

Canada

Mr. Kettleson was Chief Executive Officer of Interwest Petroleums Ltd., a family holding company involved as a producer of petroleum and natural gas products, from September 2001 to November 2023, and was its Assistant Manager from November 1999 to September 2001. He is a former director of TSXV-listed Califfi Capital Corp. and TSXV-listed Vincero Capital Corp., each of which was a capital pool company that completed its qualifying transaction. He is currently a director of TSXV-listed AD4 Capital Corp., which is a capital pool company. Prior to that he was a sales and marketing manager. Mr. Kettleson was formerly the President and/or Chief Executive Officer of Crown Point for various periods between March 2007 and May 2009 and prior thereto served as the Corporation’s Chief Financial Officer.

Brian J. Moss

Alberta, Canada

Dr. Moss has been a consultant to Crown Point since March 2022. Prior thereto, he served as: the President and Chief Executive Officer of the Corporation from November

2016 to March 2022; the Executive Vice-President and Chief Operating Officer of the Corporation from June 2012 to November 2016; the Executive Vice President (Latin America) of Antrim Energy Inc. from January 2008 to May 2012; the Chief Operating Officer of Compass Petroleum Ltd. from October 2007 to February 2008; and the President and Chief Executive Officer of Los Altares Resources Ltd., a private oil and gas company, prior to January 2008. Dr. Moss has served on the board of directors of five public companies and currently also serves as a director of Bengal Energy Inc. He has more than 25 years of experience in the international oil and gas industry and over 40 years of experience in the industry, including in the areas of exploration and exploitation, asset evaluation and business development. Dr. Moss obtained a Ph.D. in Petroleum Geology from the Royal School of Mines, University of London, UK in 1974 and a Bachelor of Science in 1971 from the University of London, England. He also completed the Western Executive Program at the Richard Ivery School of Business in 1996. He is a member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta.

Name and Place of Residence Relevant Education and Experience

Juan Llado

Buenos Aires,

Argentina

Mr. Llado is an attorney and has held various positions during his career in the financial services, insurance and energy sectors, including as: CEO of Life Seguros de Personas y Patrimoniales S.A. (formerly MetLife Argentina); CEO of Life Group Seguros S.A. (formerly Prudential Argentina); Legal & Compliance Director at Grupo ST S.A.; Legal

Affairs Manager and Trust Banking Manager at Banco de Servicios y Transacciones

S.A.; Legal Affairs Manager at Orígenes Seguros; and Legal Affairs Manager at Credilogros Compañía Financiera S.A. He is currently a member of the Executive Committee of Grupo ST S.A. and serves on the Board of Directors of the following companies: Grupo ST S.A.; Banco de Servicios y Transacciones S.A.; ST Securities S.A.; Best Leasing S.A.; Life Seguros S.A.; Liminar; and Crown Point Energía S.A. Mr. Llado has a Bachelor of Laws degree from the University of Buenos Aires and a Master’s Degree in Finance from the Universidad del CEMA.

Audit Committee Oversight

Since the commencement of the Corporation’s most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the commencement of the Corporation’s most recently completed financial year, the Corporation has not relied on the exemptions contained in sections 2.4, 6.1.1(4), (5) or (6), or 8 of NI 52-110. Section 2.4 provides an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Subsections 6.1.1(4), (5) and (6) provide exemptions in certain circumstances from the requirement that the Corporation’s Audit Committee be comprised of a majority of members who are not executive officers, employees or control persons of the Corporation or of an affiliate of the Corporation. Section 8 permits an issuer to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

The Corporation is relying upon the exemption in section 6.1 of NI 52-110 in respect of the requirements for the composition of the Audit Committee and in respect of its reporting obligations under NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy to review and pre-approve any non-audit services to be provided to the Corporation by the external auditors and consider the impact on the independence of such auditors. The Audit Committee may delegate to one or more independent members of the Audit Committee the authority to pre-approve non-audit services, provided that the member report to the Audit Committee at the next scheduled meeting such preapproval and the member comply with such other procedures as may be established by the Audit Committee from time to time.

External Auditor Service Fees

Fees billed by the Corporation’s independent auditor for audit and non-audit services in the last two fiscal years are outlined in the following table:

Nature of Services	Year Ended December 31, 2024	Year Ended December 31, 2023
Audit Fees⁽¹⁾	$300,000	$312,000
Audit-Related Fees⁽²⁾	$7,000	$4,000
Tax Fees⁽³⁾	$22,000	$13,000
All Other Fees⁽⁴⁾	$56,000	$16,000
Total	$385,000	$345,000

Notes:

Represents the aggregate fees billed by the Corporation’s external auditor in each of the last two fiscal years for audit fees.
Represents the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Corporation’s external auditor that are reasonably related to the performance of the audit or review of the Corporation’s financial statements and that are not reported under “Audit Fees”. The nature of the services comprising the fees disclosed under this category include assurance services that are traditionally performed by the auditor.
Represents the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Corporation’s external auditor for tax compliance, tax advice and tax planning. The nature of the services comprising the fees disclosed under this category include assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
Represents the aggregate fees billed in each of the last two fiscal years for products and services provided by the Corporation’s external auditor, other than the services reported under “Audit Fees”, “Audit-Related Fees” and “Tax Fees”.

OTHER MATTERS

Management of the Corporation knows of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Annual General Meeting. However, if any other matter properly comes before the Meeting, the accompanying proxy will be voted on such matter in accordance with the best judgment of the person voting the proxy.

ADDITIONAL INFORMATION

Additional financial information regarding the business of the Corporation is contained in the audited financial statements and management’s discussion and analysis of the Corporation for the years ended December 31, 2024 and December 31, 2023.

Additional information regarding our business, including the materials listed in the preceding paragraph, may be found on SEDAR+ at www.sedarplus.ca. Shareholders of the Corporation may contact the Corporation to request a copy of our financial statements and management’s discussion and analysis at:

Crown Point Energy Inc.

P.O. Box 1562 Station M

Calgary, Alberta T2P 3B9 Phone: (403) 232-1150

SCHEDULE “A”

CROWN POINT ENERGY INC.

CHANGE OF AUDITOR PACKAGE [See Attached]

CHANGE OF AUDITOR NOTICE

CROWN POINT ENERGY INC.

(“Crown Point”)

TO: PRICEWATERHOUSECOOPERS LLP (“PWC”)

AND TO: CROWE MACKAY LLP (“CROWE”)

Crown Point hereby gives notice, pursuant to section 4.11 of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102“), as follows:

On October 27, 2025, PWC resigned, on its own initiative, as auditor of Crown Point. The resignation of PWC was considered by Crown Point’s Audit Committee and Board of Directors.
On October 30, 2025, the appointment of Crowe as Crown Point’s auditor was approved by Crown Point’s Board of Directors based on the recommendation of Crown Point’s Audit Committee.
No report of PWC on any of Crown Point’s financial statements relating to the period commencing on January 1, 2023 and ending on October 27, 2025 expressed a modified opinion.
In the opinion of Crown Point, there were no “reportable events” (as defined in NI 51-102) during the period commencing on January 1, 2023 and ending on October 27, 2025.

DATED this 30^th day of October, 2025.

CROWN POINT ENERGY INC.

Per: (Signed) “Marisa Tormakh”____________________

Marisa Tormakh

Vice-President, Finance and Chief Financial Officer

Crowe MacKay LLP

Elveden House 1700,

717 – 7 Ave SW

Calgary, AB T2P 0Z3

Main +1(403) 294-9292 Fax +1(403) 294-9262 www.crowemackay.ca

November 6, 2025

To: Alberta Securities Commission

British Columbia Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

Manitoba Securities Commission

Ontario Securities Commission

Nova Scotia Securities Commission

Financial and Consumer Services Commission of New Brunswick

Office of the Superintendent of Securities Service Newfoundland and Labrador Prince Edward Island Financial and Consumer Services Division

Dear Sirs/Mesdames:

Re: Crown Point Energy Inc. – Notice of Change of Auditor

As required by National Instrument 51-102, we confirm that we have reviewed the information contained in the Notice of Change of Auditor (the “Notice”) dated October 30, 2025 by Crown Point Energy Inc. and, based on our knowledge of such information at this time, we agree with the information contained in the Notice.

Sincerely,

Crowe MacKay LLP

Chartered Professional Accountants

SCHEDULE “B”

CROWN POINT ENERGY INC.

FORM 51-102F6V [See Attached]

CROWN POINT ENERGY INC.

FORM 51-102F6V

STATEMENT OF EXECUTIVE COMPENSATION – VENTURE ISSUERS

Crown Point Energy Inc. (“Crown Point” or the “Corporation“) is a junior international oil and gas exploration and development company existing under the laws of Alberta, Canada, trading on the TSX Venture Exchange (“TSXV“) and operating in Argentina.

Set forth below is the Statement of Executive Compensation – Venture Issuers for the Corporation for the year ended December 31, 2024. In this Statement of Executive Compensation – Venture Issuers, unless otherwise noted, all dollar amounts are expressed in United States dollars and references to “$” or “US$” are to United States dollars and references to “C$” are to Canadian dollars.

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Director and Named Executive Officer Compensation (excluding Compensation Securities)

The named executive officers (as defined in Form 51-102F6V as prescribed by National Instrument 51-102 – Continuous Disclosure Obligations) of the Corporation in fiscal 2024 were (i) Gabriel Obrador, the President and Chief Executive Officer of the Corporation, and (ii) Marisa Tormakh, the Vice-President, Finance and Chief Financial Officer of the Corporation (each a “Named Executive Officer” or “NEO“). No other employees of the Corporation, including any of its subsidiaries, satisfy the criteria of “named executive officer” for the year ended December 31, 2024.

The following table sets forth for the years ended December 31, 2024 and 2023 all compensation (other than stock options and other compensation securities) paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Corporation, or a subsidiary of the Corporation, to each Named Executive Officer and director, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the Named Executive Officer or director for services provided and for services to be provided, directly or indirectly, to the Corporation or a subsidiary of the Corporation.

TABLE OF COMPENSATION (EXCLUDING COMPENSATION SECURITIES)⁽¹⁾

Name and Position

Year

Salary, Consulting Fee, Retainer or

Commission (US$)

Bonus (US$)

Committee or Meeting

Fees (US$)

Value of

Perquisites (US$)(7)(8)

Value of all other

Compensation (US$)

Total

Compensation (US$)

Gabriel Obrador

– Director

– President and Chief

Executive Officer

December 31, 2024 December 31, 2023

190,000⁽²⁾

23,000(2)

213,000

190,000

Marisa Tormakh

– Vice President, Finance and Chief Financial Officer

December 31, 2024

December 31, 2023

154,000⁽³⁾

154,000(3)

17,000(3)

171,000

154,000

Gordon R. Kettleson – Chairman of the Board and Director

December 31, 2024

December 31, 2023

20,850⁽⁴⁾

22,683(4)

2,780⁽⁴⁾

3,024(4)

23,630

25,707

Dr. Brian J. Moss – Director

December 31, 2024

December 31, 2023

59,075⁽⁵⁾

64,269⁽⁵⁾

59,075

64,269

Pablo Peralta

– Director

December 31, 2024

December 31, 2023

17,375⁽⁶⁾

18,903(6)

17,375

18,903

Notes:

For the purposes of this table, all amounts earned and/or paid in Canadian dollars have been converted to United States dollars at the exchange rate in effect as of December 31, 2024 and December 31, 2023, which was US$0.6950 and US$0.7561, respectively, for every C$1.00 (as published by the Bank of Canada website).
Pursuant to Mr. Obrador’s executive employment agreement, during the years ended December 31, 2024 and 2023 he was paid an annual base salary of US$186,000, a portion of which was paid in US$ and a portion of which was paid in Argentine pesos at the prevailing market rate (totaling US$190,000 per year due to Mr. Obrador’s legal entitlement in Argentina to a 13^th month of salary on the portion of his salary paid in Argentine pesos). In addition, in 2024 Mr. Obrador was paid a bonus of US$23,000 in respect of services provided to the Corporation during the 2021 financial year.
Pursuant to Ms. Tormakh’s executive employment agreement, during the years ended December 31, 2024 and 2023 she was paid an annual base salary of US$150,000, a portion of which was paid in US$ and a portion of which was paid in Argentine pesos at the prevailing market rate (totaling US$154,000 per year due to Ms. Tormakh’s legal entitlement in Argentina to a 13^th month of salary on the portion of her salary paid in Argentine pesos). In addition, in 2024 Ms. Tormakh was paid a bonus of US$17,000 in respect of services provided to the Corporation during the 2021 financial year.
During the years ended December 31, 2024 and 2023, Mr. Kettleson’s annual retainer fee was C$30,000 and annual committee fees were C$4,000, all of which were earned and paid in Canadian dollars.
During the years ended December 31, 2024 and 2023: (i) Dr. Moss’ annual retainer fee was C$25,000, all of which was earned and paid in Canadian dollars; and (ii) pursuant to his consulting agreement, Dr. Moss was paid C$5,000 per month.
During the years ended December 31, 2024 and 2023, Mr. Peralta’s annual retainer fee was C$25,000, which was earned in Canadian dollars but paid in U.S. dollars based on prevailing rates of exchange at the time of payment.
Includes perquisites provided to an NEO or director that are not generally available to all employees. An item is generally a perquisite if it is not integrally and directly related to the performance of the director’s or NEO’s duties. If something is necessary for a person to do his or her job, it is integrally and directly related to the job and is not a perquisite, even if it also provides some amount of personal benefit. For the purposes of the table, perquisites are valued on the basis of the aggregate incremental cost to the Corporation and its subsidiaries.
NEOs and directors whose total salary for the applicable financial year was C$150,000 or less did not receive perquisites that, in aggregate, were greater than C$15,000. NEOs and directors whose total salary for the applicable financial year was greater than C$150,000 but less than C$500,000 did not receive perquisites that, in aggregate, were greater than 10% of the NEO’s or director’s salary for the applicable financial year.

External Management Companies

No individual acting as an NEO of the Corporation is not an employee of the Corporation and/or a subsidiary thereof. The Corporation has not entered into an understanding, arrangement or agreement with an external management company to provide executive management services to the Corporation, directly or indirectly.

Stock Options and Other Compensation Securities

The following table discloses all compensation securities granted or issued to each director and NEO by the Corporation or one of its subsidiaries in the year ended December 31, 2024 for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries.

		COMPENSATION SECURITIES^(1)(2)(3)
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class(4)	Date of Issue or Grant	Issue, conversion or exercise price (C$)	Closing price of security or underlying security on date of grant (C$)	Closing price of security or underlying security at year end (C$)	Expiry Date
Gabriel Obrador – President and Chief Executive Officer – Director	–	Nil	–	–	–	–	–
Marisa Tormakh – Vice President, Finance and Chief Financial Officer	–	Nil	–	–	–	–	–
Gordon R. Kettleson – Chairman of the Board and Director	–	Nil	–	–	–	–	–
Dr. Brian J. Moss – Director	–	Nil	–	–	–	–	–
Pablo Peralta – Director	–	Nil	–	–	–	–	–

Notes:

“Compensation Securities” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Corporation or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries.
As of December 31, 2024, the NEOs and directors held the following number of stock options (“Options“) (each one (1) Option being exercisable to acquire one (1) common share of the Corporation): Mr. Obrador – 350,000 Options; Ms. Tormakh – 350,000 Options; Mr. Kettleson – 350,000 Options; Dr. Moss – 350,000 Options; and Mr. Peralta – 350,000 Options. All of the Options are fully vested, and no restrictions or conditions for exercising the Options are in effect.
During the year ended December 31, 2024, no Compensation Securities were re-priced, cancelled and replaced, had their term extended, or were otherwise materially modified.
No Compensation Securities were granted or issued to the directors and NEOs by the Corporation or one of its subsidiaries in the year ended December 31, 2024.

The following table discloses details regarding each exercise of Compensation Securities by a director or NEO during the year ended December 31, 2024.

EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOs
Name and position	Type of compensation security	Number of underlying securities exercised⁽¹⁾	Exercise price per security (C$)	Date of exercise	Closing price per security on date of exercise (C$)	Difference between exercise price and closing price on date of exercise (C$)	Total value on exercise date (C$)
Gabriel Obrador – President and Chief Executive Officer – Director	–	Nil	–	–	–	–	–
Marisa Tormakh – Vice President, Finance and Chief Financial Officer	–	Nil	–	–	–	–	–
Gordon R. Kettleson – Chairman of the Board and Director	–	Nil	–	–	–	–	–
Dr. Brian J. Moss – Director	–	Nil	–	–	–	–	–
EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOs
Name and position	Type of compensation security	Number of underlying securities exercised⁽¹⁾	Exercise price per security (C$)	Date of exercise	Closing price per security on date of exercise (C$)	Difference between exercise price and closing price on date of exercise (C$)	Total value on exercise date (C$)
Pablo Peralta – Director	–	Nil	–	–	–	–	–

Note:

(1) The NEOs and directors did not exercise any Compensation Securities during the year ended December 31, 2024.

Stock Option Plans and Other Incentive Plans

Other than the Corporation’s amended and restated stock option plan (“Option Plan“), Crown Point does not have any stock option plan, stock option agreement made outside of a stock option plan, plan providing for the grant of stock appreciation rights, deferred share units or restricted stock units or any other incentive plan or portion of a plan under which awards are granted.

The Option Plan was re-approved by the Corporation’s shareholders at the Corporation’s annual general meeting held on September 20, 2024 and must be re-approved by the Corporation’s shareholders at Crown Point’s 2025 annual general meeting.

The purpose of the Option Plan is to aid in attracting, retaining and motivating the directors, officers, employees and consultants (collectively, “Service Providers“) of Crown Point and its subsidiaries and affiliates to contribute to the growth and development of Crown Point by providing them with the opportunity through Options to purchase common shares of the Corporation (“Common Shares“) to acquire an increased proprietary interest in Crown Point.

The Option Plan is administered by a committee of the Board comprised of one or more directors appointed by the Board to administer the Option Plan or, if no such committee is appointed, the Board (in each case, the “Committee“). The Committee may designate eligible Service Providers of Crown Point and its subsidiaries and affiliates to whom Options may be granted and the number of Common Shares to be optioned to each, provided that the number of Common Shares to be optioned will not exceed the limitations set out below:

the total number of Common Shares reserved for issuance on exercise of Options issued under the Option Plan at any given time shall not exceed 10% of the aggregate of the issued and outstanding Common Shares at such time;
unless the approval of the disinterested shareholders of Crown Point is obtained, the aggregate number of Common Shares reserved for issuance to any one optionee in a 12 month period shall not exceed 5% of the number of outstanding Common Shares (determined at the time an Option is granted);
the aggregate number of Common Shares reserved for issuance to any one consultant in a 12 month period shall not exceed 2% of the number of outstanding Common Shares (determined at the time an Option is granted);
the aggregate number of Common Shares reserved for issuance to all persons conducting investor relations activities in a 12 month period shall not exceed 2% of the number of outstanding Common Shares (determined at the time an Option is granted);
unless the approval of the disinterested shareholders of Crown Point is obtained, the maximum number of Options which may be granted to insiders of Crown Point within a 12 month period may not exceed 10% of the number of outstanding Common Shares; and
unless the approval of the disinterested shareholders of Crown Point is obtained, the maximum aggregate number of Common Shares that are issuable pursuant to all Security Based Compensation (as defined in the

polices of the TSXV) granted or issued to insiders of Crown Point (as a group) must not exceed 10% of the number of outstanding Common Shares at any point in time.

Any increase in the issued and outstanding Common Shares (whether as a result of the exercise of Options or otherwise) will result in an increase in the number of Common Shares that may be issued on exercise of Options outstanding at any time and any increase in the number of Options granted will, upon exercise, make new grants available under the Option Plan. Options that are cancelled, terminated or expire prior to the exercise of all or a portion thereof will result in the Common Shares that were reserved for issuance thereunder being available for a subsequent grant of Options pursuant to the Option Plan.

The Committee may, in its sole discretion, determine: (i) the time during which Options will vest; (ii) the method of vesting; or (iii) that no vesting restriction shall exist. The Committee may, at its sole discretion at any time, or in the option agreement in respect of any Options granted, accelerate or provide for the acceleration of vesting of Options previously granted. The exercise price of Options will be fixed by the Committee when Options are granted, provided that the exercise price of Options may not be less than the Discounted Market Price of the Common Shares at the time an Option is granted (or such other minimum price as may be required by the stock exchange on which the Common Shares are listed at the time of grant). “Discounted Market Price” means the last closing trading price per Common Share on the TSXV (or if the Common Shares are not listed on the TSXV, on such exchange as the Common Shares are then traded) before the date of grant of the Option or the date Crown Point issues a news release to fix the price of such Option, less the applicable discount as prescribed by the TSXV. The period during which an Option is exercisable shall, subject to the provisions of the Option Plan requiring or permitting acceleration of rights of exercise or the extension of the exercise period, be such period, not in excess of five years, as may be determined by the Committee at the time of grant. Options will not be assignable or transferable by the optionee either in whole or in part.

In addition, each Option shall provide that:

upon the death of an optionee, the Option shall terminate on the date determined by the Committee which shall not be more than twelve (12) months from the date of death and, in the absence of any determination to the contrary, will be twelve (12) months from the date of death;
if an optionee shall no longer be a Service Provider (other than by reason of death or termination for cause), the Option shall terminate on the expiry of the period not in excess of ninety (90) days as prescribed by the Committee at the time of grant, following the date that such optionee ceases to be a Service Provider and, in the absence of any determination to the contrary, will terminate ninety (90) days following the date that such optionee ceases to be a Service Provider; and
if an optionee shall no longer be a Service Provider by reason of termination for cause, the Option shall terminate immediately on such termination for cause (whether notice of such termination occurs verbally or in writing);

If any Options may not be exercised due to any Black Out Period at any time within the three (3) business day period prior to the normal expiry date of such Options (the “Restricted Options“), then the expiry date of all Restricted Options will be extended to the date that is ten (10) business days following the end of the Black-Out Period (or such longer period as permitted by the TSXV and approved by the Committee); provided that the extension of the expiry date of Restricted Options in these circumstances will not require disinterested shareholder approval. The foregoing extension applies to all Options whatever the date of grant and shall not be considered to be an extension of the term of the Options. “Black Out Period” means the period of time when, pursuant to any policies of Crown Point and/or applicable securities laws, any securities of Crown Point may not be traded by certain persons as designated by Crown Point and/or such applicable securities laws, including any holder of an Option.

If there takes place a Change of Control (as such term is defined in the Option Plan), all issued and outstanding Options will be exercisable (whether or not then vested) immediately prior to the time such Change of Control takes place and shall terminate on the 90^th day after the occurrence of such Change of Control, or at such earlier time as may be established by the Board, in its absolute discretion, prior to the time such Change of Control takes place.

The Option Plan allows the Board to amend or discontinue the plan at any time, provided that no such amendment may, without the consent of an optionee, alter or impair any Option previously granted to an optionee under the Option Plan, and provided further that any amendment to the Option Plan is subject to prior approval of the TSXV, if required, and approval of the holders of Common Shares, if required by the TSXV.

Employment, Consulting and Management Agreements

The following is a description of the material terms of each agreement or arrangement under which compensation was provided during the year ended December 31, 2024 or is payable in respect of services provided to the Corporation or any of its subsidiaries that were (i) performed by a director or NEO, or (ii) performed by any other party but are services typically provided by a director or a named executive officer.

Directors

The Chairman of the Board receives an annual retainer of C$30,000 per year. Non-management directors (other than the Chairman of the Board) receive an annual retainer of C$25,000 per year. The Chairman of the Audit Committee receives an additional annual retainer of C$4,000 per year.

Brian Moss

Dr. Moss is party to a consulting agreement with the Corporation pursuant to which he is paid C$5,000 per month. The consulting agreement may be terminated at any time by either party by providing the other party with four week’s advance written notice. The consulting agreement does not provide for incremental payments that are triggered by, or result from, any change of control, severance, termination or constructive dismissal.

NEOs

Gabriel Obrador

Mr. Obrador is party to an executive employment agreement with Crown Point pursuant to which he: (i) receives an annual base salary of US$186,000 per year (US$190,000 per year due to Mr. Obrador’s legal entitlement in Argentina to a 13^th month of salary on the portion of his salary paid in Argentine pesos); (ii) is entitled to participate in and receive Options under the Option Plan; and (iii) is eligible for consideration for a performance bonus to be determined annually by the Board. The Corporation and Mr. Obrador may each terminate the agreement in accordance with applicable laws. The agreement does not provide for incremental payments that are triggered by, or result from, any change of control, severance, termination or constructive dismissal.

Marisa Tormakh

Ms. Tormakh is party to an executive employment agreement with Crown Point pursuant to which she: (i) receives an annual base salary of US$150,000 per year (US$154,000 per year due to Ms. Tormakh’s legal entitlement in Argentina to a 13^th month of salary on the portion of her salary paid in Argentine pesos); (ii) is entitled to participate in and receive Options under the Option Plan; and (iii) is eligible for consideration for a performance bonus to be determined annually by the Board. The Corporation and Ms. Tormakh may each terminate the agreement in accordance with applicable laws. The agreement does not provide for incremental payments that are triggered by, or result from, any change of control, severance, termination or constructive dismissal.

Oversight and Description of Director and Named Executive Officer Compensation

Director Compensation

Director compensation is determined by the Board. Given the relatively small size of the Corporation, director compensation is reviewed and adjusted on an ad hoc basis with reference to such criteria as the Board considers relevant from time to time, including: the compensation paid by the Corporation’s peers to their directors; and information and advice received from compensation consultants (if retained).

NEO Compensation

Compensation Process

NEO compensation is determined by the Board. Given the relatively small size of the Corporation, NEO compensation is reviewed and adjusted on an ad hoc basis with reference to such criteria as the Board considers relevant from time to time, including: the compensation paid by the Corporation’s peers to their NEOs; information and advice received from compensation consultants (if retained); the operational and financial performance of the Corporation; the performance of the individual NEO; and the state of the oil and gas industry in Argentina and elsewhere.

Components of Compensation in 2024

The significant elements of compensation awarded to, earned by, paid or payable to the NEOs in 2024 consisted of base salaries and cash performance bonuses. In 2024, no other element of compensation accounted for 10% or more of any NEO’s total compensation. In particular, no Options were granted to NEOs during 2024.

Base salary is compensation for discharging job duties and responsibilities and reflects the level of skills and capabilities demonstrated by the executive.

Performance bonuses are awarded on a discretionary basis taking into account such factors as the Board considers relevant from time to time, including those factors set forth above under “Compensation Process“.

Options are awarded on a discretionary basis taking into account such factors as the Board considers relevant from time to time, including those factors set forth above under “Compensation Process“. Option grants are intended to aid in retaining and motivating the NEOs to contribute to the growth and development of Crown Point by providing them with the opportunity through Options to purchase Common Shares to acquire an increased proprietary interest in Crown Point. For details, see “Stock Options and Other Compensation Securities” and “Stock Option Plans and Other Incentive Plans“.

Performance Criteria or Goals

Other than the exercise prices applicable to Options held by the NEOs (see “Stock Options and Other Compensation Securities” and “Stock Option Plans and Other Incentive Plans“), in 2024 neither the total compensation nor any significant element of total compensation of the NEOs was tied to one or more performance criteria or goals, such as milestones, agreements or transactions.

Significant Events Affecting Compensation

Except as disclosed elsewhere herein, there were no significant events that occurred during the year ended December 31, 2024 that have significantly affected NEO compensation. The Corporation did not waive or change any performance criterion or goal during the year ended December 31, 2024.

Compensation Determinations

When making determinations with respect to salaries, bonuses, Option grants and other compensation elements for NEOs, the Board reviews the recommendations of management and the recommendations of any compensation consultant retained. The Board also reviews the compensation information of comparable issuers that is available in the public domain or otherwise obtained by management and/or the Board. The Board compares the compensation paid by the Corporation to its NEOs to the compensation paid by comparable sized oil and gas exploration and development companies with similar interests as the Corporation.

In selecting companies for comparison purposes, management and the Board consider entities with which the Corporation competes for talent, which includes similar sized entities as compared to Crown Point based on market capitalization, oil and gas production levels and associated revenues, and entities that operate in the same regional geography as the Corporation (i.e. international operators rather than Canadian operators).

Base salaries, discretionary bonuses and Option grants for NEOs are intended to be competitive with salaries and bonuses paid, and Options granted, to executive officers by the Corporation’s peers. In determining salaries, bonuses and Option grants, the Board reviews salaries, bonuses and Option grants in the context of the total compensation packages for the executive officers. Generally, base salaries, bonuses and Option grants are targeted at levels approximating those for similar positions in companies in the industry that may be of similar size, scope and complexity.

Any salary adjustments made, discretionary bonuses awarded or Options granted by the Board take into account, among other things, the market value of the role, the executive’s demonstrated capability during the year, the operational and financial performance of the Corporation, and the state of the oil and gas industry in Argentina and elsewhere.

Ultimately, the amount of salary paid, the amount of any bonus awarded, and the number of Options granted to the NEOs is based on subjective decisions made by the Board, rather than objective, identifiable measures.

Use of Peer Group

Although the Board reviews the compensation offered by the Corporation’s peers to their NEOs on an ad hoc basis from time to time when evaluating the competitiveness and continued appropriateness of, and potential changes to, Crown Point’s compensation package for its NEOs, the Board did not make use of a formal peer group to determine NEO compensation during the year ended December 31, 2024.

Significant Changes to Compensation Policies

Except as set out elsewhere herein, the Corporation did not make any significant changes to its compensation policies during (or after) the year ended December 31, 2024 that could or will have an effect on director or NEO compensation.

Pension Disclosure

The Corporation does not provide a pension to any of its directors or NEOs.

SCHEDULE “C”

CROWN POINT ENERGY INC.

AUDIT COMITEE

MANDATE AND TERMS OF REFERENCE

Role and Objective

The Audit Committee (the “Committee“) is a committee of the board of directors (the “Board“) of Crown Point Energy Inc. (“Crown Point” or the “Corporation“) to which the Board has delegated its responsibility for the oversight of the following:

nature and scope of the annual audit;
the oversight of management’s reporting on internal accounting standards and practices;
the review of financial information, accounting systems and procedures; 4. financial reporting and financial statements,

and has charged the Committee with the responsibility of recommending, for approval of the Board, the audited financial statements, interim financial statements and other mandatory disclosure releases containing financial information.

The primary objectives of the Committee are as follows:

To assist directors of Crown Point (“Directors“) in meeting their responsibilities (especially for accountability) in respect of the preparation and disclosure of the financial statements of the Corporation and related matters;
To provide better communication between Directors and external auditors;
To enhance the external auditor’s independence;
To increase the credibility and objectivity of financial reports; and
To strengthen the role of the outside Directors by facilitating in depth discussions between Directors on the Committee, management of Crown Point (“Management“) and external auditors.

Membership of Committee

The Committee will be comprised of at least three (3) Directors or such greater number as the Board may determine from time to time.
A majority of the members of the Committee must not be executive officers, employees or control persons of Crown Point or of an affiliate of Crown Point, unless the Board determines that an exemption contained in National Instrument 52-110 — Audit Committees (“NI 52110“) is available and determines to rely thereon.
The Board may from time to time designate one of the members of the Committee to be the Chair of the Committee.

All of the members of the Committee must be “financially literate” (as defined in NI 52-110) unless the Board determines that an exemption under NI 52-110 from such requirement in respect of any particular member is available and determines to rely thereon in accordance with the provisions of NI 52-110. Mandate and Responsibilities of Committee It is the responsibility of the Committee to:
Oversee the work of the external auditors, including the resolution of any disagreements between Management and the external auditors regarding financial reporting.
Satisfy itself on behalf of the Board with respect to Crown Point’s internal control systems.
Review the annual and interim financial statements of the Corporation and related management’s discussion and analysis (“MD&A“) prior to their submission to the Board for approval. The process may include but shall not necessarily be limited to:
- reviewing changes in accounting principles and policies, or in their application, which may have a material impact on the current or future years’ financial statements;
- reviewing significant accruals, reserves or other estimates such as the ceiling test calculation;
- reviewing accounting treatment of unusual or non-recurring transactions;
- ascertaining compliance with covenants under loan agreements;
- reviewing disclosure requirements for commitments and contingencies;
- reviewing adjustments raised by the external auditors, whether or not included in the financial statements;
- reviewing unresolved differences between Management and the external auditors; and
- obtain explanations of significant variances with comparative reporting periods.
Review the financial statements, prospectuses, MD&A, annual information forms (“AIF“) and all public disclosure containing audited or unaudited financial information (including, without limitation, annual and interim press releases and any other press releases disclosing earnings or financial results) before release and prior to Board approval. The Committee must be satisfied that adequate procedures are in place for the review of Crown Point’s public disclosure of all other financial information and will periodically assess the accuracy of those procedures.
With respect to the appointment of external auditors by the Board:
- recommend to the Board the external auditors to be nominated;
- recommend to the Board the terms of engagement of the external auditor, including the compensation of the auditors and a confirmation that the external auditors will report directly to the Committee;
- on an annual basis, review and discuss with the external auditors all significant relationships such auditors have with the Corporation to determine the auditors’ independence;
- when there is to be a change in auditors, review the issues related to the change and the information to be included in the required notice to securities regulators of such change; and
- review and pre-approve any non-audit services to be provided to Crown Point or its subsidiaries by the external auditors and consider the impact on the independence of such auditors. The Committee may delegate to one or more independent members the authority to pre-approve non-audit services, provided that the member(s) report to the Committee at the next scheduled meeting such preapproval and the member(s) comply with such other procedures as may be established by the Committee from time to time.
Review with external auditors their assessment of the internal controls of Crown Point (if any is performed), their written reports containing recommendations for improvement, and Management’s response and followup to any identified weaknesses. The Committee may also review with the external auditors their plan for their audit. The Committee will review annually upon completion of the audit, the external auditors’ reports upon the financial statements of Crown Point and its subsidiaries.
Establish a procedure for:
- the receipt, retention and treatment of complaints received by Crown Point regarding accounting, internal accounting controls or auditing matters; and
- the confidential, anonymous submission by employees of Crown Point of concerns regarding questionable accounting or auditing matters.
Review and approve Crown Point’s hiring policies regarding partners and employees and former partners and employees of the present and former external auditors of the Corporation.
Administer Crown Point’s Whistleblower Policy and Anti-Corruption Policy.

The Committee has authority to communicate directly with the internal and external auditors of the Corporation. The Committee will also have the authority to investigate any financial activity of Crown Point. All employees of Crown Point are to cooperate as requested by the Committee.

Meetings and Administrative Matters

At all meetings of the Committee every resolution shall be decided by a majority of the votes cast. In case of an equality of votes, the Chairman of the meeting shall be entitled to a second or casting vote.
The Chair will preside at all meetings of the Committee, unless the Chair is not present, in which case the members of the Committee that are present will designate from among such members the Chair for purposes of the meeting.
A quorum for meetings of the Committee will be a majority of its members, and the rules for calling, holding, conducting and adjourning meetings of the Committee will be the same as those governing the Board unless otherwise determined by the Committee or the Board.
Meetings of the Committee will generally be scheduled to take place at least four times per year. Minutes of all meetings of the Committee will be taken. The Chief Financial Officer of Crown Point will attend meetings of the Committee, unless otherwise excused from all or part of any such meeting by the Chairman.
The Committee will meet with the external auditor at least once per year (in connection with the preparation of the year-end financial statements) and at such other times as the external auditor and the Committee consider appropriate.
Agendas will be circulated to Committee members along with background information on a timely basis prior to the Committee meetings.
The Committee may invite such officers, directors and employees of the Corporation and its subsidiaries as it sees fit from time to time to attend at meetings of the Committee and assist in the discussion and consideration of the matters being considered by the Committee.
Minutes of the Committee will be recorded and maintained and may be circulated to Directors who are not members of the Committee or otherwise made available at a subsequent meeting of the Board as requested.
The Committee may:
- retain persons having special expertise (including independent counsel) and obtain independent professional advice to assist in fulfilling its responsibilities; and
- set and pay the compensation for any advisors the Committee employs at the expense of the Corporation.
Any members of the Committee may be removed or replaced at any time by the Board and will cease to be a member of the Committee as soon as such member ceases to be a Director. The Board may fill vacancies on the Committee by appointment from among its members. If and whenever a vacancy exists on the Committee, the remaining members may exercise all its powers so long as a quorum remains. Subject to the foregoing, following appointment as a member of the Committee each member will hold such office until the Committee is reconstituted.
Any issues arising from Committee meetings that bear on the relationship between the Board and Management should be communicated to the Chairman of the Board by the Committee Chair.

Approved by the Board effective as of November 1, 2023.

November-17-2025

November-17-2025

CIRCULAR CWV – Notice of Annual General Meeting of Shareholders to be held on December 17, 2025

Solicitation of Proxies

Advice to Beneficial Holders of Common Shares

Notice-And-Access

Revocability of Proxy

Persons Making the Solicitation

Exercise of Discretion by Proxy

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Election of Directors

Cease Trade Orders

Bankruptcies

Penalties or Sanctions

Appointment of Auditor

Ratification of Stock Option Plan

STATEMENT OF EXECUTIVE COMPENSATION

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

CORPORATE GOVERNANCE DISCLOSURE

1. Board of Directors

2. Directorships

3. Orientation and Continuing Education

4. Ethical Business Conduct

5. Nomination of Directors

6. Compensation

7. Other Board Committees

8. Assessments

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

AUDIT COMMITTEE INFORMATION

Composition of the Audit Committee and Relevant Education and Experience

Name and Place of Residence Relevant Education and Experience

Name and Place of Residence Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

OTHER MATTERS

ADDITIONAL INFORMATION

SCHEDULE “A”

STATEMENT OF EXECUTIVE COMPENSATION – VENTURE ISSUERS

Director and Named Executive Officer Compensation (excluding Compensation Securities)

External Management Companies

Stock Options and Other Compensation Securities

Stock Option Plans and Other Incentive Plans

Employment, Consulting and Management Agreements

Directors

NEOs

Oversight and Description of Director and Named Executive Officer Compensation

Director Compensation

NEO Compensation

Role and Objective

Membership of Committee

Meetings and Administrative Matters

CIRCULAR CWV – Notice of Annual General Meeting of Shareholders
to be held on December 17, 2025