Notice of Annual General Meeting of Shareholders
to be held on July 31, 2026

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 – 8th Avenue
S.W., Calgary, Alberta T2P 1G1 on July 31, 2026, at 11:30 a.m. (Calgary time), to:
1. receive and consider our financial statements for the year ended December 31, 2025, together with the
auditors’ report thereon;
2. elect three (3) directors for the ensuing year;
3. appoint Crowe MacKay LLP as the auditors of the Corporation and to authorize the directors to fix their
remuneration as such;
4. 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 June 19, 2026 (the “Information Circular”); and
5. 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 June
19, 2026 (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 19th day of June, 2026.
By order of the Board of Directors
(signed) “Brian J. Moss”
Director
Management Information Circular – Proxy Statement
dated June 19, 2026
For the Annual General Meeting
of Shareholders to be held on July 31, 2026
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 – 8th Avenue S.W., Calgary,
Alberta T2P 1G1 on July 31, 2026 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 June 19, 2026 (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 June 19, 2026. 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.
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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
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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.
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Name of Shareholder and Country of Residence
Common Shares Owned,
Controlled or Directed
Percentage of the Outstanding Common
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:
(1) Mr. Pablo Peralta, a director of Crown Point, is the President and a director of Liminar Energía S.A. (“Liminar”) and
controls 45% of the voting shares of Liminar. Mr. Andrés Peralta, the President and a director of Crown Point Energía
S.A. (“CPESA”), Crown Point’s wholly owned subsidiary, is a director of Liminar and indirectly controls 10% of the
voting shares of Liminar. Mr. Juan Llado, a director of each of Crown Point and CPESA, is a director of Liminar. The
foregoing information is based on Liminar’s public filings.
(2) 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 three (3). Accordingly, at the Meeting shareholders will be asked to elect three (3) directors to hold office until the
next annual meeting or until their successors are elected or appointed. There are currently three (3) 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 three (3) nominees hereinafter set forth:
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 June 19, 2026.
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Name,
Province/State
and Country of
Residence
Position
Presently Held
Periods Served
as a Director
Principal Occupation During
the Five Preceding Years
Number of
Common Shares
Beneficially
Owned or
Controlled or
Directed as at
June 19, 2026
Dr. Brian J.
Moss(1)
Alberta, Canada
Interim
President and
Chief Executive
Officer, and
Director
Since December
1, 2017 and
prior thereto
May 2012 to
April 2015
Dr. Moss has been the Interim President and Chief
Executive Officer of the Corporation since December
3, 2025. Dr. Moss has also served as a consultant to the
Corporation since March 2022. Prior thereto, President
and Chief Executive Officer of the Corporation from
November 2016 to February 2022.
111,206
Pablo Peralta(1)
Buenos Aires,
Argentina
Director Since
December 19,
2014
Mr. Peralta currently holds various executive positions,
including the following: President of the following entities –
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 2002-
2014). 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
Nirihuau, Nestor Hugo Fuentes S.A. and Booth Corporation
(all of which are private companies operating in the
agricultural business sector) and Open Cars, Prestige Auto,
Fortecar, GrandVielle and Automotores Pampeanos (all of
which are private companies operating in the automobile
dealership industry).
46,586,077(2)
Juan Llado(1)
Buenos Aires,
Argentina
Director Since August
11, 2025
Mr. Llado is an attorney and has held various positions
during his career in the financial services, insurance and
energy sectors. He is currently a member of the Executive
Committee of Grupo S.T. S.A. and serves on the board of
directors of the following companies: Grupo S.T. S.A.,
Banco de Servicios y Transacciones S.A., ST Securities
S.A., Best Leasing S.A., Life Seguros S.A., Liminar and
CPESA.
–
Notes:
(1) Member of the Audit Committee of the Board (the “Audit Committee”). Mr. Llado, Chair.
(2) Mr. Peralta controls 45% of the voting shares of Liminar and is the President and a director 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, 46,697,283 Common Shares representing approximately 64.0% 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
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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
Crowe MacKay LLP (“Crowe”) has been the Corporation’s auditor since October 30, 2025 and the Board recommends
that Crowe be appointed as auditor of Crown Point for the ensuing year.
Unless otherwise directed, it is management’s intention to vote management proxies in favour of an ordinary resolution
to appoint Crowe to serve as auditor of the Corporation until the next annual meeting of shareholders and to authorize
the directors to fix their remuneration as such.
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 December 17, 2025, the shareholders of the
Corporation approved the current Stock Option Plan. The Corporation currently has no Options outstanding.
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
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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:
(a) 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;
(b) 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);
(c) 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);
(d) 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);
(e) 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
(f) 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:
(a) 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;
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(b) 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
(c) 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.
9
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 90th 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:
1. 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 June 19, 2026, 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
2. 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, 2025 is attached as
Schedule “A” 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, 2025.
10
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
1,475,000(3) C$0.20 5,815,304(3)
Equity compensation plans not
approved by security holders
Nil Nil Nil
Total 1,475,000(3) C$0.20 5,815,304 (3)
Notes:
(1) 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, 2025.
(2) 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.
(3) On May 31, 2026, all outstanding Options expired pursuant to their terms. As a result, as at the date hereof, no Options
are outstanding and a total of 7,290,304 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 how the Board facilitates its exercise of independent supervision over management, including:
(i) the identity of directors who are independent; and
The Board currently has no independent directors. Dr. Moss (who was formerly an independent director) has been
serving as the Corporation’s Interim President and Chief Executive Officer while the Corporation completes a search
for a full time President and Chief Executive Officer. When a full time President and Chief Executive Officer is hired,
Dr. Moss will step down as Interim President and Chief Executive Officer and will again be considered an independent
director.
(ii) the identity of directors who are not independent, and the basis for that determination.
The Board has determined that the following directors of the Corporation are not currently independent:
Juan Llado
Dr. Brian J. Moss
Pablo B. Peralta
Dr. Moss is not considered independent at the date hereof because he is serving temporarily as the Interim President
and Chief Executive Officer of the Corporation. Pablo Peralta and Juan Llado are not considered independent as they
11
are nominees of Liminar, which is the registered and beneficial holder of approximately 63.9% of Crown Point’s issued
and outstanding Common Shares.
Notwithstanding that the Board does not currently have any directors that are considered independent under applicable
securities laws, the Board believes that it is capable of exercising independent supervision over management because,
among other things, (i) Dr. Moss is only serving as an officer of the Corporation on an interim basis, and (ii) as
representatives of Liminar, the Corporation’s controlling shareholder, the Board believes that the interests of Messrs.
Peralta and Llado are generally aligned with the interests of other shareholders, including the maximization of
shareholder value.
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)
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.
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. In addition,
presentations are made to the Board on an ongoing basis in relation to the business and operations of the Corporation.
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.
12
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 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 determine compensation for the directors and CEO, including: (a) who
determines compensation; and (b) the process of 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 “A”.
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.
13
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
Except as disclosed:
1. in Note 27 (Related Party Transactions) to the Corporation’s audited consolidated financial statements for the
years ended December 31, 2025 and 2024 (the “Audited Financial Statements”);
2. 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, 2025 (the “Annual MD&A”);
3. in Note 20 (Related Party Transactions) and Note 24(b) (Subsequent Events – Rights Offering) to the
Corporation’s unaudited condensed interim consolidated financial statements for the three months ended
March 31, 2026 (the “Interim Financial Statements”); and
4. under the heading “Related Party Transactions” and “Subsequent Events – Rights Offering and Standby
Purchase Agreement” in the Corporation’s management’s discussion and analysis of the consolidated
financial results of the Corporation as at and for the three months ended March 31, 2026 (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 and Note 24(b) to the Interim Financial Statements, the
disclosure under the heading “Related Party Transactions” in the Annual MD&A, and the disclosure under the
headings “Related Party Transactions” and “Subsequent Events – Rights Offering and Standby Purchase Agreement”
in 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.
1. The Audit Committee’s Charter
The mandate and terms of reference of the Audit Committee is attached hereto as Schedule “B”.
2. Composition of the Audit Committee
The current members of the Audit Committee are Juan Llado (Chair), Brian Moss and Pablo Peralta.
A member of the Audit Committee is independent if the member has no direct or indirect material relationship with
14
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”.
Dr. Moss (who was formerly an independent director) is not considered independent at the date hereof in accordance
with NI 52-110 for the purposes of the Audit Committee because he is temporarily serving as the Interim President
and Chief Executive Officer of the Corporation. Mr. Llado and Mr. Peralta 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.
The Corporation is currently relying on the exemptions set out in subsections 6.1.1(4) and 6.1.1(6) of NI 52-110 in
order to comply with the Audit Committee independence requirements of subsection 6.1.1(3) of NI 52-110.
With respect to Dr. Moss, he has been temporarily serving as the Corporation’s Interim President and Chief Executive
Officer while the Corporation completes a search for a full-time President and Chief Executive Officer (hence the
reliance on subsection 6.1.1(4) of NI 52-110). When a full-time President and Chief Executive Officer is hired, Dr.
Moss will step down as Interim President and Chief Executive Officer and will no longer be an executive officer,
employee or control person of the Corporation or of an affiliate of the Corporation.
With respect to Mr. Peralta, he joined the Audit Committee following the relatively recent resignation of the
Corporation’s independent chair of the Board and Audit Committee (Mr. Gordon Kettleson) to ensure that there were
three members on the Audit Committee, as required by subsection 6.1.1(1) of NI 52-110 (hence the reliance on
subsection 6.1.1(6) of NI 52-110). The Corporation is currently conducting a search for a new independent director
to join the Board and the Audit Committee who will not be an executive officer, employee or control person of the
Corporation or of an affiliate of the Corporation – when that individual joins the Board and the Audit Committee, Mr.
Peralta will be step down from the Audit Committee.
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.
3. Relevant Education and Experience
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
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. He is currently a member of the Executive
Committee of Grupo S.T. S.A. and serves on the board of directors of the following
companies: Grupo S.T. S.A., Banco de Servicios y Transacciones S.A., ST Securities
S.A., Best Leasing S.A., Life Seguros S.A., Liminar and CPESA. 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.
Brian J. Moss
Alberta, Canada
Dr. Moss has been the Interim President and Chief Executive Officer of the Corporation
since December 3, 2025. Dr. Moss has also served as a consultant to the Corporation
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
15
Name and Place
of Residence Relevant Education and Experience
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 Ivey School of Business in 1996. He is a member of the Association of
Professional Engineers, Geologists and Geophysicists of Alberta.
Pablo Peralta
Buenos Aires,
Argentina
Mr. Peralta currently holds various executive positions, including the following:
President of the following entities – 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 2002-2014). 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 Nirihuau,
Nestor Hugo Fuentes S.A. and Booth Corporation (all of which are private companies
operating in the agricultural business sector) and Open Cars, Prestige Auto, Fortecar,
GrandVielle and Automotores Pampeanos (all of which are private companies operating
in the automobile dealership industry). Mr. Peralta obtained a Public Accountant degree
from the University of Buenos Aires.
4. 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.
5. Reliance on Certain Exemptions
Since the commencement of the Corporation’s most recently completed financial year, the Corporation has relied on
the exemptions contained in sections 6.1.1(4) and (6) of NI 52-110. Subsections 6.1.1(4) 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. See “Composition of the Audit Committee” above for further details of the reliance on such exemptions.
6. 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.
7. External Auditor Service Fees (By Category)
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:
16
Nature of Services
Year Ended
December 31, 2025
(Cdn$)
Year Ended
December 31, 2024
(Cdn$)
Audit Fees(1) $396,000 $300,000
Audit-Related Fees(2) $3,000 $7,000
Tax Fees(3) $19,000 $22,000
All Other Fees(4) $47,000 $56,000
Total $465,000 $385,000
Notes:
(1) Represents the aggregate fees billed by the Corporation’s external auditor in each of the last two fiscal years for audit
fees.
(2) 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.
(3) 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.
(4) 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”.
8. Exemption
The Corporation is relying on 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.
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, 2025 and
December 31, 2024.
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.
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, 2025. 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$” are to United States dollars, references
to “C$” are to Canadian dollars and references to “ARS” are to Argentine pesos.
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 2025 were: (i) Brian J. Moss, the Interim President
and Chief Executive Officer of the Corporation; (ii) Gabriel Obrador, the former President and Chief Executive Officer
of the Corporation, (iii) Marcos Esteves, the Vice-President, Finance and Chief Financial Officer of the Corporation;
and (iv) Marisa Tormakh, the former 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, 2025.
The following table sets forth for the years ended December 31, 2025 and 2024 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.
A-2
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$)
Value of
Perquisites
(US$)(15)(16)
Value of all other
Compensation
(US$)(17)
Total
Compensation
(US$)
Dr. Brian J. Moss(2)
– Director
– Interim President and
Chief Executive Officer
December 31, 2025
December 31, 2024
62,016(3)
59,075(3)
0
0
0
0
0
0
0
0
62,016
59,075
Gabriel Obrador(4)
– Former Director
– Former President and
Chief Executive Officer
December 31, 2025
December 31, 2024
212,235(5)
190,000(5)
0
23,000(5)
0
0
0
0
164,923
0
377,158
213,000
Marcos Esteves(6)
– Vice President, Finance
and Chief Financial Officer
December 31, 2025 27,908(7) 0 0 0 0 27,908
Marisa Tormakh(8)
– Former Vice President,
Finance and Chief
Financial Officer
December 31, 2025
December 31, 2024
238,099(9)
154,000(9)
0
17,000(9)
0
0
0
0
76,541
0
314,640
171,000
Gordon R. Kettleson(10)
– Former Chairman of the
Board and Director
December 31, 2025
December 31, 2024
21,888(11)
20,850(11)
0
0
2,918(11)
2,780(11)
0
0
0
0
24,806
23,630
Pablo Peralta
– Director
December 31, 2025
December 31, 2024
18,240(12)
17,375(12)
0
0
0
0
0
0
0
0
18,240
17,375
Juan Llado(13)
– Director
December 31, 2025 5,425(14) 0 0 0 0 5,425
Notes:
(1) 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, 2025 and December 31, 2024, which was US$0.7296 and US$0.6950, respectively, for
every C$1.00 (as published by the Bank of Canada website).
(2) Dr. Moss was appointed Interim President and Chief Executive Officer on December 3, 2025.
(3) During the years ended December 31, 2025 and 2024: (i) Dr. Moss’ annual retainer fee for serving as a director 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.
(4) Mr. Obrador resigned from the Board of Directors of the Corporation (the “Board”) and as President and Chief Executive Officer of
the Corporation on July 31, 2025.
(5) During the year ended December 31, 2025, Mr. Obrador was paid an annual base salary of US$363,833 which was paid in Argentine
pesos at the prevailing market rate and which includes Mr. Obrador’s legal entitlement in Argentina to a 13th month of salary. During
the year ended December 31, 2024, Mr. Obrador 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 the legal
entitlement in Argentina to a 13th month of salary on the portion of salary paid in Argentine pesos). Mr. Obrador’s 2025 salary in the
table above is for the period from January 1, 2025 to July 31, 2025.
(6) Mr. Esteves was appointed Vice President, Finance and Chief Financial Officer on December 3, 2025.
(7) Mr. Esteves’ annual base salary is ARS260,000,000 (US$175,676 based on the exchange rate in effect as of December 31, 2025
which was ARS1,480.00 for every US$1.00) per year (which includes Mr. Esteves’ legal entitlement in Argentina to a 13th month of
salary). Mr. Esteves’ 2025 salary in the table above is for the period from December 3, 2025 to December 31, 2025.
(8) Ms. Tormakh resigned as Vice President, Finance and Chief Financial Officer on December 3, 2025.
(9) During the year ended December 31, 2025, Ms. Tormakh was paid an annual base salary of US$257,563 which was paid in Argentine
pesos at the prevailing market rate and which includes Ms. Tormakh’s legal entitlement in Argentina to a 13th month of salary. During
the year ended December 31, 2024, Ms. Tormakh 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 the legal
entitlement in Argentina to a 13th month of salary on the portion of salary paid in Argentine pesos). Ms. Tormakh’s 2025 salary in the
table above is for the period from January 1, 2025 to December 3, 2025.
(10) Mr. Kettleson retired from the Board on March 10, 2026.
(11) During the years ended December 31, 2025 and 2024, 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.
(12) During the years ended December 31, 2025 and 2024, 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.
(13) Mr. Llado joined the Board on August 11, 2025.
(14) During the year ended December 31, 2025, Mr. Llado’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. Mr. Llado’s retainer fee in the table above is for the
period from August 11, 2025 to December 31, 2025.
(15) 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.
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(16) 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$500,000 did not receive perquisites that, in aggregate, were greater than 10% of the NEO’s or director’s
salary for the applicable financial year.
(17) These amounts represent payments made by the Corporation upon resignation of the respective officers.
External Management Companies
No individual acting as an NEO of the Corporation is not an employee of the Corporation and/or a subsidiary thereof.
The Corporation has not entered into an understanding, arrangement or agreement with an external management
company to provide executive management services to the Corporation, directly or indirectly.
Stock Options and Other Compensation Securities
The following table discloses all compensation securities granted or issued to each director and NEO by the
Corporation or one of its subsidiaries in the year ended December 31, 2025 for services provided or to be provided,
directly or indirectly, to the Corporation or any of its subsidiaries.
COMPENSATION SECURITIES(1)(2)(3)
Name and position
Type of
compensation
security
Number of
compensation
securities, number of
underlying securities,
and percentage of
class(4)
Date of
Issue or
Grant
Issue,
conversion
or exercise
price (C$)
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
Dr. Brian J. Moss
– Director
– Interim President and Chief
Executive Officer
– Nil – – – – –
Gabriel Obrador(5)
– Former Director
– Former President and
Chief Executive Officer
– Nil – – – – –
Marcos Esteves(6)
– Vice President, Finance
and Chief Financial Officer
– Nil – – – – –
Marisa Tormakh(5)
– Former Vice President,
Finance and Chief Financial
Officer
– Nil – – – – –
Gordon R. Kettleson(5)
– Former Chairman of the
Board and Director
– Nil – – – – –
Pablo Peralta
– Director – Nil – – – – –
Juan Llado(6)
– Director – Nil – – – – –
Notes:
(1) “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.
(2) As of December 31, 2025, the current and former 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): Dr. Moss – 350,000 Options; Ms. Tormakh –
350,000 Options; Mr. Kettleson – 350,000 Options; and Mr. Peralta – 350,000 Options. All of these Options subsequently expired on
May 31, 2026.
(3) During the year ended December 31, 2025, no Compensation Securities were re-priced, cancelled and replaced, had their term extended,
or were otherwise materially modified.
(4) 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, 2025.
(5) Mr. Obrador resigned from the Board and as President and Chief Executive Officer on July 31, 2025. Ms. Tormakh resigned as Vice
President, Finance and Chief Financial Officer on December 3, 2025. Mr. Kettleson retired from the Board on March 10, 2026.
(6) Mr. Esteves was appointed Vice President, Finance and Chief Financial Officer on December 3, 2025. Mr. Llado joined the Board on
August 11, 2025.
A-4
The directors and NEOs did not exercise any Compensation Securities during the year ended December 31, 2025.
Stock Option Plans and Other Incentive Plans
Other than the Corporation’s amended and restated stock option plan (“Stock 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 Stock Option Plan was re-approved by the Corporation’s shareholders at the Corporation’s annual general meeting
held on December 17, 2025 and must be re-approved by the Corporation’s shareholders at Crown Point’s 2026 annual
general meeting.
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 purchase common shares
of the Corporation (“Common Shares”) 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:
1. 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;
2. 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);
3. 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);
4. 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);
5. 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
6. 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
policies 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 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.
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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:
1. 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;
2. 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
3. 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.
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 90th 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.
A-6
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, 2025 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
During the year ended December 31, 2025: (i) the Chairman of the Board received an annual retainer of C$30,000 per
year; (ii) non-management directors (other than the Chairman of the Board) received an annual retainer of C$25,000
per year; and (iii) the Chairman of the Audit Committee received an additional annual retainer of C$4,000 per year.
NEOs
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.
Gabriel Obrador
Mr. Obrador resigned from the Board and as President and Chief Executive Officer of the Corporation on July 31,
2025. Mr. Obrador was a party to an executive employment agreement with Crown Point pursuant to which he: (i)
received an annual base salary of US$363,833 per year (which includes Mr. Obrador’s legal entitlement in Argentina
to a 13th month of salary); (ii) was entitled to participate in and receive Options under the Stock Option Plan; and (iii)
was eligible for consideration for a performance bonus to be determined annually by the Board. The agreement did
not provide for incremental payments that were triggered by, or resulted from, any change of control, severance,
termination or constructive dismissal.
Marcos Esteves
Mr. Esteves is party to an executive employment agreement with Crown Point pursuant to which he: (i) receives an
annual base salary of ARS260,000,000 (US$175,676 based on the exchange rate in effect as of December 31, 2025
which was ARS1,480.00 for every US$1.00) per year (which includes Mr. Esteves’ legal entitlement in Argentina to
a 13th month of salary); (ii) is entitled to participate in and receive Options under the Stock Option Plan; and (iii) is
eligible for consideration for a performance bonus to be determined annually by the Board. The Corporation and Mr.
Esteves 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 resigned as Vice President, Finance and Chief Financial Officer on December 3, 2025. Ms. Tormakh
was a party to an executive employment agreement with Crown Point pursuant to which she: (i) received an annual
base salary of US$257,563 per year (which includes Ms. Tormakh’s legal entitlement in Argentina to a 13th month of
salary); (ii) was entitled to participate in and receive Options under the Stock Option Plan; and (iii) was eligible for
consideration for a performance bonus to be determined annually by the Board. The agreement did not provide for
incremental payments that were triggered by, or resulted from, any change of control, severance, termination or
constructive dismissal.
A-7
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 2025
The significant elements of compensation awarded to, earned by, paid or payable to the NEOs in 2025 consisted of
base salaries. In 2025, no other element of compensation accounted for 10% or more of any NEO’s total compensation.
In particular, no performance bonuses were paid and no Options were granted to NEOs during 2025.
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 2025 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, 2025 that have significantly affected NEO compensation. The Corporation did not waive or change any
performance criterion or goal during the year ended December 31, 2025.
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
A-8
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, 2025.
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, 2025 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 “B”
CROWN POINT ENERGY INC.
AUDIT COMMITTEE
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:
1. nature and scope of the annual audit;
2. the oversight of management’s reporting on internal accounting standards and practices;
3. 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:
1. 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;
2. To provide better communication between Directors and external auditors;
3. To enhance the external auditor’s independence;
4. To increase the credibility and objectivity of financial reports; and
5. 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
1. The Committee will be comprised of at least three (3) Directors or such greater number as the Board may
determine from time to time.
2. 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.
3. The Board may from time to time designate one of the members of the Committee to be the Chair of the
Committee.
B-2
4. 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:
1. Oversee the work of the external auditors, including the resolution of any disagreements between
Management and the external auditors regarding financial reporting.
2. Satisfy itself on behalf of the Board with respect to Crown Point’s internal control systems.
3. 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.
4. 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.
5. 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;
B-3
• 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.
6. 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.
7. 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.
8. 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.
9. 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
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
B-4
6. Agendas will be circulated to Committee members along with background information on a timely basis prior
to the Committee meetings.
7. 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.
8. 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.
9. The Committee may:
(a) retain persons having special expertise (including independent counsel) and obtain independent
professional advice to assist in fulfilling its responsibilities; and
(b) set and pay the compensation for any advisors the Committee employs at the expense of the
Corporation.
10. 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.
11. 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.