{"id":3483,"date":"2026-07-02T17:39:26","date_gmt":"2026-07-02T22:39:26","guid":{"rendered":"https:\/\/crownpointenergy.com\/?p=3483"},"modified":"2026-07-02T17:39:59","modified_gmt":"2026-07-02T22:39:59","slug":"notice-of-annual-general-meeting-of-shareholders-to-be-held-on-july-31-2026","status":"publish","type":"post","link":"https:\/\/crownpointenergy.com\/?p=3483","title":{"rendered":"Notice of Annual General Meeting of Shareholders to be held on July 31, 2026"},"content":{"rendered":"

Notice of Annual General Meeting of Shareholders<\/a>
\nto be held on July 31, 2026<\/a><\/h1>\n

The annual general meeting (the “Meeting”) of the holders of common shares of Crown Point Energy Inc. (the
\n“Corporation” or “our”) will be held at the offices of Burnet, Duckworth & Palmer LLP, 2400, 525 \u2013 8th Avenue
\nS.W., Calgary, Alberta T2P 1G1 on July 31, 2026, at 11:30 a.m. (Calgary time), to:
\n1. receive and consider our financial statements for the year ended December 31, 2025, together with the
\nauditors’ report thereon;
\n2. elect three (3) directors for the ensuing year;
\n3. appoint Crowe MacKay LLP as the auditors of the Corporation and to authorize the directors to fix their
\nremuneration as such;
\n4. consider, and if thought appropriate, to pass an ordinary resolution ratifying the Corporation’s stock option
\nplan, all as more particularly described in the accompanying management information circular \u2013 proxy
\nstatement of the Corporation dated June 19, 2026 (the “Information Circular”); and
\n5. transact such other business as may properly be brought before the Meeting or any adjournment or
\npostponement thereof.
\nRegistered shareholders may vote in person at the Meeting or any adjournment or postponement thereof or
\nthey may appoint another person (who need not be a shareholder) as their proxy to attend and vote in their
\nplace. Registered shareholders unable to be present at the Meeting in person are requested to complete the
\nenclosed form of proxy and deposit it with our transfer agent, Olympia Trust Company (“Olympia”) as follows:
\n(i) by mail using the enclosed return envelope or one addressed to Olympia Trust Company, Attention: Proxy
\nDepartment, PO Box 128, STN M, Calgary, Alberta, T2P 2H6; (ii) by facsimile to 403-668-8307; or (iii) by
\nelectronic mail to proxy@olympiatrust.com. If you wish to vote through the Internet, please go to
\nhttps:\/\/css.olympiatrust.com\/pxlogin and follow the instructions. You will require your 12-digit control number
\nfound on your proxy form. In order to be valid and acted upon at the Meeting, forms of proxy must be received
\nby Olympia not less than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the
\nProvince of Alberta) before the time of the Meeting or any adjournment or postponement thereof. The time
\nlimit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion
\nwithout notice.
\nNon-registered shareholders who hold shares through a broker, financial institution, trustee, nominee or other
\nintermediary or otherwise should carefully follow the instructions found on their voting instructions form.
\nThe board of directors of the Corporation has fixed the record date for the Meeting at the close of business on June
\n19, 2026 (the “Record Date”). Only shareholders of record as at the Record Date are entitled to receive notice of the
\nMeeting and to vote those shares included in the list of shareholders entitled to vote at the Meeting prepared as at the
\nRecord Date, unless any such shareholder transfers shares after the Record Date and the transferee of those shares,
\nhaving produced properly endorsed certificates evidencing such shares or otherwise established that he, she or it owns
\nsuch shares, demands, not later than ten (10) days before the Meeting, that the transferee’s name be included in the list
\nof shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such shares at
\nthe Meeting.
\nParticulars of the foregoing matters are set forth in the accompanying Information Circular.
\nDated at Calgary, Alberta this 19th day of June, 2026.
\nBy order of the Board of Directors
\n(signed) “Brian J. Moss”
\nDirector
\nManagement Information Circular \u2013 Proxy Statement
\ndated June 19, 2026
\nFor the Annual General Meeting
\nof Shareholders to be held on July 31, 2026
\nPROXY MATTERS
\nSolicitation of Proxies
\nThis information circular \u2013 proxy statement (the “Information Circular”) is furnished in connection with the
\nsolicitation of proxies by the management of Crown Point Energy Inc. (the “Corporation” or “Crown Point”) for
\nuse at the annual general meeting (the “Meeting”) of the holders of common shares (“Common Shares”) of the
\nCorporation to be held at the offices of Burnet, Duckworth & Palmer LLP, 2400, 525 \u2013 8th Avenue S.W., Calgary,
\nAlberta T2P 1G1 on July 31, 2026 at 11:30 a.m. (Calgary time), and at any adjournment or postponement thereof, for
\nthe purposes set forth in the accompanying Notice of Annual General Meeting.
\nThe board of directors of the Corporation (the “Board”) has fixed the record date for the Meeting at the close of
\nbusiness on June 19, 2026 (the “Record Date”). Only shareholders of record on the Record Date are entitled to receive
\nnotice of the Meeting and to vote those Common Shares included in the list of shareholders entitled to vote at the
\nMeeting prepared as at the Record Date, unless a shareholder transfers the ownership of his, her or its Common Shares
\nsubsequent to that date and the transferee of those Common Shares, having produced properly endorsed certificates
\nevidencing such Common Shares or otherwise establishes that he, she or it owns the Common Shares and demands
\nnot less than ten (10) days before the Meeting, that the transferee’s name be included in the list of shareholders entitled
\nto vote at the Meeting, in which case such transferee shall be entitled to vote such Common Shares at the Meeting.
\nUnless otherwise stated, the information in this Information Circular is given as at June 19, 2026. In this Information
\nCircular, unless otherwise noted, all dollar amounts are expressed in United States dollars. References to “US$” are
\nto United States dollars and references to “C$ are to Canadian dollars.
\nThe instrument appointing a proxy (the “Instrument of Proxy”) must be in writing and must be executed by you or
\nyour attorney authorized in writing or, if you are a corporation, under your corporate seal or by a duly authorized
\nofficer or attorney of the corporation.
\nThe persons named in the enclosed Instrument of Proxy are directors and\/or officers of the Corporation. As a
\nshareholder submitting a proxy you have the right to appoint a person or company (who need not be a
\nshareholder) to represent you at the Meeting other than the person or persons designated in the Instrument of
\nProxy furnished by Crown Point. To exercise this right you should follow the instructions provided in the
\nenclosed Instrument of Proxy or submit another appropriate proxy.
\nIn order to be effective, the proxy must be deposited with Olympia Trust Company: (i) by mail using the enclosed
\nreturn envelope or one addressed to Olympia Trust Company, Attention: Proxy Department, PO Box 128, STN M,
\nCalgary, Alberta, T2P 2H6; (ii) by facsimile to 403-668-8307; or (iii) by electronic mail to proxy@olympiatrust.com;
\nnot less than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta)
\nbefore the time of the Meeting or any adjournment or postponement thereof. The time limit for the deposit of proxies
\nmay be waived or extended by the Chair of the Meeting at his or her discretion without notice. If you wish to vote
\nthrough the Internet, please go to https:\/\/css.olympiatrust.com\/pxlogin and follow the instructions. You will require
\nyour 12-digit control number found on your proxy form.
\n2
\nAdvice to Beneficial Holders of Common Shares
\nThe information set forth in this section is of significant importance to you if you do not hold Common Shares in your
\nown name. If you hold Common Shares through a broker, financial institution, trustee, nominee or other intermediary
\nor otherwise (“Beneficial Holders”), you should note that only proxies deposited by shareholders whose names appear
\non our records as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If
\nCommon Shares are listed in your account statement provided by your broker, then in almost all cases those Common
\nShares will not be registered in your name on our records. Such Common Shares will likely be registered under the
\nname of your broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the
\nname of CDS & Co., the registration name for CDS Clearing and Depository Securities Inc., which acts as nominee
\nfor many Canadian brokerage firms. Common Shares held by your broker or their nominee can only be voted upon
\nyour instructions. Without specific instructions, your broker or their nominee is prohibited from voting your shares.
\nYou should ensure that an instruction regarding the voting of your shares is communicated to the appropriate person
\nwithin the appropriate time frame.
\nApplicable regulatory policy requires your broker to seek voting instructions from you in advance of the Meeting.
\nEvery broker has its own mailing procedures and provides its own return instructions, which you should carefully
\nfollow in order to ensure that your shares are voted at the Meeting. Often, the form of voting instructions supplied by
\nyour broker is identical to the form of proxy provided to registered shareholders. However, its purpose is limited to
\ninstructing the registered shareholder how to vote on your behalf. The majority of brokers now delegate responsibility
\nfor obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) or another intermediary.
\nIf you receive a voting instruction form from Broadridge or another intermediary, it cannot be used as a proxy
\nto vote Common Shares directly at the Meeting as the proxy must be returned (or otherwise reported) as
\ndirected by Broadridge well in advance of the Meeting in order to have the Common Shares voted.
\nThere are two kinds of Beneficial Holders: (i) those who object to their name being made known to the issuers of
\nsecurities which they own, known as objecting beneficial owners or “OBOs”; and (ii) those who do not object to their
\nname being made known to the issuers of securities which they own, known as non-objecting beneficial owners or
\n“NOBOs”.
\nAlthough you may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in
\nthe name of your broker (or agent of the broker), you may attend at the Meeting as proxyholder for the registered
\nshareholder and vote Common Shares in that capacity. If you wish to attend the Meeting and indirectly vote your
\nCommon Shares as proxyholder for the registered shareholder, you should enter your own name in the blank space on
\nthe form of proxy provided to you and return the same to your broker (or the broker’s agent) in accordance with the
\ninstructions provided by your broker (or agent), well in advance of the Meeting.
\nNotice-And-Access
\nThe Corporation has elected to use the “notice-and-access” provisions under National Instrument 54-101 \u2013
\nCommunication with Beneficial Owners of Securities of a Reporting Issuer for the Meeting in respect of the mailing
\nof the Corporation’s meeting materials, annual financial statements and management’s discussion and analysis to the
\nnon-registered holders of Common Shares but not to the registered holders of Common Shares. The notice-and-access
\nprovisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials
\nthat must be physically mailed to shareholders by allowing a reporting issuer to post its meeting materials and
\ninformation circular and related materials online.
\nThe 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
\nof the Information Circular and, if applicable, a paper copy of the Corporation’s financial statements and related
\nmanagement’s discussion and analysis, to some but not all of the Corporation’s shareholders together with the notice
\nof meeting. In relation to the Meeting, our registered shareholders will receive a paper copy of the notice of the
\nmeeting, this Information Circular, a form of proxy and our financial statements and related management’s discussion
\nand analysis whereas non-registered holders of Common Shares will receive a notice-and-access notification and a
\nvoting instruction form. In addition, a paper copy of our financial statements and related management’s discussion and
\nanalysis in respect of our most recent financial year will be mailed to those shareholders who do not hold their
\n3
\nCommon Shares in their own name but who have previously requested to receive paper copies of our financial
\ninformation.
\nRevocability of Proxy
\nYou may revoke your proxy at any time prior to the Meeting. If you or the person to whom you give your proxy
\nattends personally at the Meeting you or such person may revoke the proxy and you may vote in person. In addition
\nto revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing executed by
\nyou or your attorney authorized in writing or, if you are a corporation, under your corporate seal or by a duly authorized
\nofficer or attorney of the corporation. To be effective, the instrument in writing must be deposited either at the
\nregistered office of the Corporation at any time prior to 4:30 p.m. (Calgary time) on the last business day preceding
\nthe day of the Meeting, or any adjournment or postponement thereof, at which the proxy is to be used, or with the
\nChair of the Meeting on the day of the Meeting, or any adjournment or postponement thereof.
\nPersons Making the Solicitation
\nThis solicitation is made on behalf of the management of the Corporation. The costs incurred in the preparation
\nand mailing of the Instrument of Proxy, Notice of Annual General Meeting and this Information Circular will be borne
\nby the Corporation. In addition to mailing Instruments of Proxy, proxies may be solicited by personal interviews, or
\nby other means of communication, by directors, officers and employees of the Corporation, who will not be
\nremunerated therefor. All costs incurred by the Corporation in soliciting proxies will be paid by the Corporation.
\nExercise of Discretion by Proxy
\nThe Common Shares represented by proxy in favour of management nominees will be voted or withheld from voting
\non any ballot at the Meeting. Where you specify a choice with respect to any matter to be acted upon, the Common
\nShares will be voted on any ballot in accordance with your instructions. If you do not provide instructions your
\nCommon Shares will be voted in favour of the matters to be acted upon as set out in this Information Circular.
\nThe persons appointed under the Instrument of Proxy which we have furnished are conferred with discretionary
\nauthority with respect to amendments or variations of those matters specified in the Instrument of Proxy and Notice
\nof Annual General Meeting and with respect to any other matters which may properly be brought before the Meeting
\nor any adjournment or postponement thereof. At the time of printing this Information Circular, we know of no such
\namendment, variation or other matter.
\nVOTING SHARES AND PRINCIPAL HOLDERS THEREOF
\nThe Corporation is authorized to issue an unlimited number of Common Shares and an unlimited number of class A
\npreferred shares (the “Class A Preferred Shares”), issuable in series. As at the Record Date, there were 72,903,038
\nCommon Shares and no Class A Preferred Shares issued and outstanding.
\nThe holders of Common Shares are entitled to: (i) one (1) vote per share held at any meeting of shareholders of the
\nCorporation; (ii) receive any dividend declared by the Corporation; and (iii) receive the remaining property of the
\nCorporation upon dissolution.
\nOther than as stated below, to the best of the knowledge of the directors and senior officers of the Corporation, as at
\nthe date hereof, no person or company beneficially owns or controls or directs, directly or indirectly, Common Shares
\ncarrying more than 10% of the voting rights attached to all of the issued and outstanding Common Shares.
\n4
\nName of Shareholder and Country of Residence
\nCommon Shares Owned,
\nControlled or Directed
\nPercentage of the Outstanding Common
\nShares of the Corporation
\nLiminar Energ\u00eda S.A. (1)
\nArgentina
\n46,586,077 63.9%
\nWilliam Wheeler(2)
\nCanada
\n11,094,823 15.2%
\nNotes:
\n(1) Mr. Pablo Peralta, a director of Crown Point, is the President and a director of Liminar Energ\u00eda S.A. (“Liminar”) and
\ncontrols 45% of the voting shares of Liminar. Mr. Andr\u00e9s Peralta, the President and a director of Crown Point Energ\u00eda
\nS.A. (“CPESA”), Crown Point’s wholly owned subsidiary, is a director of Liminar and indirectly controls 10% of the
\nvoting shares of Liminar. Mr. Juan Llado, a director of each of Crown Point and CPESA, is a director of Liminar. The
\nforegoing information is based on Liminar’s public filings.
\n(2) Texada Capital Management Ltd., a company controlled by William Wheeler, together with accounts owned jointly
\nby Mr. Wheeler and his wife Eileen Wheeler and the Wheeler Family Foundation, an entity under the direction of Mr.
\nWheeler, own these Common Shares. The foregoing information is based on William Wheeler’s public filings.
\nMATTERS TO BE ACTED UPON AT THE MEETING
\nElection of Directors
\nPursuant to the by-laws of the Corporation, the Board has fixed the number of directors to be elected at the Meeting
\nat three (3). Accordingly, at the Meeting shareholders will be asked to elect three (3) directors to hold office until the
\nnext annual meeting or until their successors are elected or appointed. There are currently three (3) directors of the
\nCorporation.
\nUnless otherwise directed, it is the intention of management to vote proxies in the accompanying form in favour of
\nthe election as directors for the ensuing year the three (3) nominees hereinafter set forth:
\nJuan Llado
\nBrian J. Moss
\nPablo Peralta
\nEach director elected will hold office until the next annual general meeting, or until his successor is duly elected or
\nappointed, unless his office is earlier vacated.
\nVoting on the election of directors will be conducted on an individual, and not a slate, basis. Management of the
\nCorporation recommends that shareholders vote FOR the election of these nominees. Management does not
\ncontemplate that any of these nominees will be unable to serve as a director. However, if for any reason any of the
\nproposed nominees do not stand for election or are unable to serve as such, the management designees, if named as
\nproxy, reserve the right to vote for any other nominee in their sole discretion unless you have specified in your
\nproxy that your Common Shares are to be withheld from voting on the election of directors.
\nThe following information relating to the director nominees is based partly on our records and partly on information
\nreceived by us from the nominees and sets forth the names and province or state and country of residence of all of the
\npersons nominated for election as directors, the periods during which they have served as directors, their principal
\noccupations during the five preceding years and the number of Common Shares owned, or controlled or directed,
\ndirectly or indirectly, by each of them as of June 19, 2026.
\n5
\nName,
\nProvince\/State
\nand Country of
\nResidence
\nPosition
\nPresently Held
\nPeriods Served
\nas a Director
\nPrincipal Occupation During
\nthe Five Preceding Years
\nNumber of
\nCommon Shares
\nBeneficially
\nOwned or
\nControlled or
\nDirected as at
\nJune 19, 2026
\nDr. Brian J.
\nMoss(1)
\nAlberta, Canada
\nInterim
\nPresident and
\nChief Executive
\nOfficer, and
\nDirector
\nSince December
\n1, 2017 and
\nprior thereto
\nMay 2012 to
\nApril 2015
\nDr. Moss has been the Interim President and Chief
\nExecutive Officer of the Corporation since December
\n3, 2025. Dr. Moss has also served as a consultant to the
\nCorporation since March 2022. Prior thereto, President
\nand Chief Executive Officer of the Corporation from
\nNovember 2016 to February 2022.
\n111,206
\nPablo Peralta(1)
\nBuenos Aires,
\nArgentina
\nDirector Since
\nDecember 19,
\n2014
\nMr. Peralta currently holds various executive positions,
\nincluding the following: President of the following entities \u2013
\nGrupo S.T. S.A. (since April 2007), Or\u00edgenes Seguros de
\nRetiro S.A. (since May 2009), Life Seguros (since June
\n2011), Liminar (since March 2014), and Liminar
\nDesarrollos Inmobiliarios S.A. (since July 2009). Mr.
\nPeralta is also the Vice President of Banco de Servicios y
\nTransacciones S.A. (where he was President from 2002-
\n2014). Each of the foregoing companies, other than
\nLiminar, is a privately held Argentine company operating in
\nthe financial services, insurance and real estate sectors in
\nArgentina. He also serves as a director of Cia Ganadera de
\nNirihuau, Nestor Hugo Fuentes S.A. and Booth Corporation
\n(all of which are private companies operating in the
\nagricultural business sector) and Open Cars, Prestige Auto,
\nFortecar, GrandVielle and Automotores Pampeanos (all of
\nwhich are private companies operating in the automobile
\ndealership industry).
\n46,586,077(2)
\nJuan Llado(1)
\nBuenos Aires,
\nArgentina
\nDirector Since August
\n11, 2025
\nMr. Llado is an attorney and has held various positions
\nduring his career in the financial services, insurance and
\nenergy sectors. He is currently a member of the Executive
\nCommittee of Grupo S.T. S.A. and serves on the board of
\ndirectors of the following companies: Grupo S.T. S.A.,
\nBanco de Servicios y Transacciones S.A., ST Securities
\nS.A., Best Leasing S.A., Life Seguros S.A., Liminar and
\nCPESA.
\n–
\nNotes:
\n(1) Member of the Audit Committee of the Board (the “Audit Committee”). Mr. Llado, Chair.
\n(2) Mr. Peralta controls 45% of the voting shares of Liminar and is the President and a director of Liminar, which is the
\nregistered and beneficial owner of these Common Shares. As such, Mr. Peralta has control and direction over the
\nCommon Shares held by Liminar. See “Voting Shares and Principal Holders Thereof”.
\nAs at the date hereof, the directors and officers of the Corporation, and their associates and affiliates, as a group, own
\nor control, directly or indirectly, 46,697,283 Common Shares representing approximately 64.0% of the issued and
\noutstanding Common Shares.
\nIn accordance with the terms of an investment agreement dated effective November 16, 2014, as amended, among the
\nCorporation and Liminar, Liminar has been provided the right to have two (2) representatives serve on the Board,
\nprovided Liminar collectively owns or controls 10% or more of the issued and outstanding Common Shares, in all
\ncases subject to all applicable legal and regulatory requirements. Messrs. Peralta and Llado are Liminar’s Board
\nnominees.
\nCease Trade Orders
\nTo the knowledge of the management of the Corporation, none of the proposed directors is, or has been in the last 10
\nyears, a director, chief executive officer or chief financial officer of an issuer (including the Corporation) that, (a) while
\n6
\nthat person was acting in that capacity, was the subject of a cease trade order or similar order or an order that denied
\nthe issuer access to any exemptions under securities legislation, for a period of more than 30 consecutive days; or
\n(b) was subject to, after that person ceased to be a director, chief executive officer or chief financial officer, in the
\nissuer being the subject of a cease trade or similar order or an order that denied the issuer access to any exemption
\nunder securities legislation, for a period of more than 30 consecutive days, and which resulted from an event that
\noccurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer.
\nBankruptcies
\nTo the knowledge of the management of the Corporation, no proposed director of the Corporation is, or within the ten
\nyears prior to the date of this Information Circular: (a) was declared bankrupt, made a proposal under any legislation
\nrelating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with
\ncreditors or had a receiver, receiver manager or trustee appointed to hold the assets of that person; or (b) was a director
\nor executive officer of a corporation (including the Corporation) that while that person was acting in that capacity or
\nwithin a year of the person ceasing to act as a director or officer of the corporation became bankrupt or made a proposal
\nunder any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement
\nor compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
\nPenalties or Sanctions
\nTo the knowledge of the management of the Corporation, no proposed director of the Corporation has been subject to
\n(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority
\nor has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions
\nimposed by a court or regulatory body that would likely be considered important to a reasonable security holder in
\ndeciding whether to vote for a proposed director of the Corporation.
\nAppointment of Auditor
\nCrowe MacKay LLP (“Crowe”) has been the Corporation’s auditor since October 30, 2025 and the Board recommends
\nthat Crowe be appointed as auditor of Crown Point for the ensuing year.
\nUnless otherwise directed, it is management’s intention to vote management proxies in favour of an ordinary resolution
\nto appoint Crowe to serve as auditor of the Corporation until the next annual meeting of shareholders and to authorize
\nthe directors to fix their remuneration as such.
\nRatification of Stock Option Plan
\nPursuant to TSX Venture Exchange (the “TSXV”) Policy 4.4 (the “Option Policy”), the Corporation is permitted to
\nmaintain a “rolling” stock option plan (the “Stock Option Plan”) reserving a maximum of 10% of the issued and
\noutstanding Common Shares for issuance pursuant to options to purchase Common Shares of the Corporation (the
\n“Options”). In accordance with the Option Policy, rolling option plans must receive shareholder approval yearly at
\nthe Corporation’s annual meeting.
\nShareholders will therefore be asked at the Meeting to consider and, if thought advisable, to ratify and approve the
\nexisting Stock Option Plan. At the annual general meeting held on December 17, 2025, the shareholders of the
\nCorporation approved the current Stock Option Plan. The Corporation currently has no Options outstanding.
\nThe purpose of the Stock Option Plan is to aid in attracting, retaining and motivating the directors, officers, employees
\nand consultants (collectively, “Service Providers”) of Crown Point and its subsidiaries and affiliates in the growth
\nand development of Crown Point by providing them with the opportunity through Options to acquire an increased
\nproprietary interest in Crown Point.
\nThe Stock Option Plan is administered by a committee of the Board comprised of one or more directors appointed by
\nthe Board to administer the Stock Option Plan or, if no such committee is appointed, the Board (in each case, the
\n“Committee”). The Committee may designate eligible Service Providers of Crown Point and its subsidiaries and
\n7
\naffiliates to whom Options may be granted and the number of Common Shares to be optioned to each, provided that
\nthe number of Common Shares to be optioned will not exceed the limitations set out below:
\n(a) the total number of Common Shares reserved for issuance on exercise of Options issued under the
\nStock Option Plan at any given time shall not exceed 10% of the aggregate of the issued and
\noutstanding Common Shares at such time;
\n(b) unless the approval of the disinterested shareholders of Crown Point is obtained, the aggregate
\nnumber of Common Shares reserved for issuance to any one optionee in a 12 month period shall not
\nexceed 5% of the number of outstanding Common Shares (determined at the time an Option is
\ngranted);
\n(c) the aggregate number of Common Shares reserved for issuance to any one consultant in a 12 month
\nperiod shall not exceed 2% of the number of outstanding Common Shares (determined at the time
\nan Option is granted);
\n(d) the aggregate number of Common Shares reserved for issuance to all persons conducting investor
\nrelations activities in a 12 month period shall not exceed 2% of the number of outstanding Common
\nShares (determined at the time an Option is granted);
\n(e) unless the approval of the disinterested shareholders of Crown Point is obtained, the maximum
\nnumber of Options which may be granted to insiders of Crown Point within a 12 month period may
\nnot exceed 10% of the number of outstanding Common Shares; and
\n(f) unless the approval of the disinterested shareholders of the Corporation is obtained, the maximum
\naggregate number of Common Shares that are issuable pursuant to all Security Based Compensation
\n(as defined in the policies of the TSXV) granted or issued to insiders of Crown Point (as a group)
\nmust not exceed 10% of the outstanding Common Shares at any point in time.
\nAny increase in the issued and outstanding Common Shares (whether as a result of the exercise of Options or
\notherwise) will result in an increase in the number of Common Shares that may be issued on exercise of Options
\noutstanding at any time and any increase in the number of Options granted will, upon exercise, make new grants
\navailable under the Stock Option Plan. Options that are cancelled, terminated or expire prior to the exercise of all or
\na portion thereof will result in the Common Shares that were reserved for issuance thereunder being available for a
\nsubsequent grant of Options pursuant to the Stock Option Plan.
\nThe Committee may, in its sole discretion, determine: (i) the time during which Options will vest; (ii) the method of
\nvesting; or (iii) that no vesting restriction shall exist. The Committee may, at its sole discretion at any time, or in the
\noption agreement in respect of any Options granted, accelerate or provide for the acceleration of vesting of Options
\npreviously granted. The exercise price of Options will be fixed by the Committee when Options are granted, provided
\nthat the exercise price of Options may not be less than the Discounted Market Price of the Common Shares at the time
\nan Option is granted (or such other minimum price as may be required by the stock exchange on which the Common
\nShares are listed at the time of grant). “Discounted Market Price” means the last closing trading price per Common
\nShare on the TSXV (or if the Common Shares are not listed on the TSXV, on such exchange as the Common Shares
\nare then traded) before the date of grant of the Option or the date Crown Point issues a news release to fix the price of
\nsuch Option, less the applicable discount as prescribed by the TSXV. The period during which an Option is exercisable
\nshall, subject to the provisions of the Stock Option Plan requiring or permitting acceleration of rights of exercise or
\nthe extension of the exercise period, be such period, not in excess of five years, as may be determined by the Committee
\nat the time of grant. Options will not be assignable or transferable by the optionee either in whole or in part.
\nIn addition, each Option shall provide that:
\n(a) upon the death of an optionee, the Option shall terminate on the date determined by the Committee
\nwhich shall not be more than twelve (12) months from the date of death and, in the absence of any
\ndetermination to the contrary, will be twelve (12) months from the date of death;
\n8
\n(b) if an optionee shall no longer be a Service Provider (other than by reason of death or termination
\nfor cause), the Option shall terminate on the expiry of the period not in excess of ninety (90) days
\nas prescribed by the Committee at the time of grant, following the date that such optionee ceases to
\nbe a Service Provider and, in the absence of any determination to the contrary, will terminate ninety
\n(90) days following the date that such optionee ceases to be a Service Provider; and
\n(c) if an optionee shall no longer be a Service Provider by reason of termination for cause, the Option
\nshall terminate immediately on such termination for cause (whether notice of such termination
\noccurs verbally or in writing),
\nprovided that the number of Common Shares that an optionee (or his or her heirs or successors) shall be entitled to
\npurchase until such date of termination: (i) shall in the case of death of such optionee, be all of the Common Shares
\nthat may be acquired on exercise of the Options held by such optionee (or his or her heirs or successors) whether or
\nnot previously vested, and the vesting of all such Options shall be accelerated on the date of death for such purpose;
\nand (ii) in any case other than death or termination for cause, shall be the number of Common Shares which such
\noptionee was entitled to purchase on the date such optionee ceased to be a Service Provider.
\nIf the expiry date of any Options falls within any Black Out Period or within the three (3) business day period prior to
\nthe normal expiry date of such Options (the “Restricted Options”), then the expiry date of all Restricted Options will
\nbe extended to the date that is ten (10) business days following the end of the Black Out Period (or such longer period
\nas permitted by the TSXV and approved by the Committee). The foregoing extension applies to all Options whatever
\nthe date of grant and shall not be considered to be an extension of the term of the Options. “Black Out Period” means
\nthe period of time when, pursuant to any policies of Crown Point and\/or applicable securities laws, any securities of
\nCrown Point may not be traded by certain persons as designated by Crown Point and\/or such applicable securities
\nlaws, including any holder of an Option.
\nIn the event: (i) of any change in the Common Shares through subdivision, consolidation, reclassification,
\namalgamation, merger or otherwise; or (ii) that, as a result of any recapitalization, merger, consolidation or other
\ntransaction, the Common Shares are converted into or exchangeable for any other securities or property; then the
\nBoard may make such adjustments to the Stock Option Plan and to any Options, and may make such amendments to
\nany option agreements, as the Board may, in its sole discretion, consider appropriate in the circumstances to prevent
\ndilution or enlargement of the rights granted to optionees and\/or to provide for the optionees to receive and accept
\nsuch other securities or property in lieu of Common Shares, and the optionees will be bound by any such determination.
\nIf Crown Point fixes a record date for a distribution to all or substantially all of the holders of the Common Shares of
\ncash or other assets (other than a dividend in the ordinary course of business), the Board may, in its sole discretion,
\nbut will not be required to, make an adjustment to the exercise price of any Options outstanding on the record date for
\nsuch distribution and make such amendments to any option agreements to give effect thereto, as the Board may, in its
\nsole discretion, consider appropriate in the circumstances.
\nExcept in the case of a transaction that is a Change of Control (as defined in the Stock Option Plan), if Crown Point
\nenters into any transaction or series of transactions whereby Crown Point or all or substantially all of the assets of
\nCrown Point and its subsidiaries (on a consolidated basis) would become the property of any other trust, body
\ncorporate, partnership or other person (a “Successor”), whether by way of takeover bid, acquisition, reorganization,
\nconsolidation, amalgamation, arrangement, merger, transfer, sale or otherwise, prior to or contemporaneously with
\nthe consummation of such transaction the Corporation and the Successor will execute such instruments and do such
\nthings as the Committee may determine are necessary to establish that upon the consummation of such transaction the
\nSuccessor will assume the covenants and obligations of the Corporation under the Stock Option Plan and any option
\nagreements outstanding on consummation of such transaction. Any such Successor shall succeed to, and be substituted
\nfor, and may exercise every right and power of the Corporation under the Stock Option Plan and option agreements
\nwith the same effect as though the Successor had been named as the Corporation therein and thereafter, the Corporation
\nshall be relieved of all obligations and covenants under the Stock Option Plan and such option agreements and the
\nobligation of the Corporation to the optionees in respect of the Options shall terminate and be at an end and the
\noptionees shall cease to have any further rights in respect thereof including, without limitation, any right to acquire
\nCommon Shares upon vesting of the Options.
\n9
\nIf there takes place a Change of Control (as such term is defined in the Stock Option Plan), all issued and outstanding
\nOptions will be exercisable (whether or not then vested) immediately prior to the time such Change of Control takes
\nplace and shall terminate on the 90th day after the occurrence of such Change of Control, or at such earlier time as may
\nbe established by the Board, in its absolute discretion, prior to the time such Change of Control takes place.
\nThe Stock Option Plan allows the Board to amend or discontinue the plan at any time, provided that no such
\namendment may, without the consent of an optionee, alter or impair any Option previously granted to an optionee
\nunder the Stock Option Plan, and provided further that any amendment to the Stock Option Plan is subject to prior
\napproval of the TSXV, if required, and approval of the holders of Common Shares, if required by the TSXV.
\nAt the Meeting, shareholders of the Corporation will be asked to consider and, if deemed advisable, approve the
\nfollowing ordinary resolution to approve the Stock Option Plan:
\n“BE IT RESOLVED THAT:
\n1. the stock option plan (the “Stock Option Plan”) of Crown Point Energy
\nInc. (“Crown Point”), as described in the management information circular and
\nproxy statement of Crown Point dated June 19, 2026, including the approval of
\nthe reserve and issuance of up to a maximum of 10% of the number of issued and
\noutstanding common shares of Crown Point from time to time to be issued
\nthereunder, be and the same is hereby authorized, approved and ratified; and
\n2. any one or more directors or officers of Crown Point are hereby
\nauthorized to execute and deliver, whether under corporate seal or otherwise, all
\nsuch agreements, instruments, notices, consents, acknowledgements, certificates
\nand other documents (including any documents required under applicable laws or
\nregulatory policies), and to perform and do all such other acts and things, as any
\nsuch director or officer in his or her discretion may consider to be necessary or
\nadvisable from time to time in order to give effect to this resolution.”
\nIn order for the foregoing resolution to be passed, it must be approved by a simple majority of the votes cast by
\nshareholders of the Corporation who vote in person or by proxy at the Meeting. Unless otherwise directed, it is the
\nintention of management to vote proxies in favour of the ordinary resolution approving the Stock Option Plan.
\nSTATEMENT OF EXECUTIVE COMPENSATION
\nForm 51-102F5 \u2013 Information Circular provides that if management of an issuer solicits proxies from its
\nsecurityholders for the purpose of electing directors then certain prescribed disclosure respecting executive and
\ndirector compensation must be included in its management information circular. The Corporation’s Form 51-102F6V
\n\u2013 Statement of Executive Compensation \u2013 Venture Issuers for the year ended December 31, 2025 is attached as
\nSchedule “A” hereto.
\nSECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
\nThe Stock Option Plan is the only equity compensation plan of the Corporation. The following sets forth information
\nin respect of securities authorized for issuance under the Stock Option Plan as at December 31, 2025.
\n10
\nPlan Category
\nNumber of securities to
\nbe issued upon exercise
\nof outstanding options,
\nwarrants and rights
\n(a)
\nWeighted average
\nexercise price of
\noutstanding
\noptions, warrants
\nand rights
\n(b)
\nNumber of securities
\nremaining available for
\nfuture issuance under equity
\ncompensation plans
\n(excluding securities reflected
\nin column (a))(1)(2)
\n(c)
\nEquity compensation plans approved
\nby security holders
\n1,475,000(3) C$0.20 5,815,304(3)
\nEquity compensation plans not
\napproved by security holders
\nNil Nil Nil
\nTotal 1,475,000(3) C$0.20 5,815,304 (3)
\nNotes:
\n(1) Represents the maximum number of additional Common Shares issuable under the Stock Option Plan based upon the
\nnumber of Common Shares outstanding as at December 31, 2025.
\n(2) The Stock Option Plan authorizes the issuance of Options entitling the holders to acquire, in the aggregate, up to 10%
\nof the Common Shares outstanding from time to time. See “Matters to be Acted upon at the Meeting \u2013 Ratification of
\nStock Option Plan” above.
\n(3) On May 31, 2026, all outstanding Options expired pursuant to their terms. As a result, as at the date hereof, no Options
\nare outstanding and a total of 7,290,304 Options are issuable under the Stock Option Plan based on the number of
\nCommon Shares outstanding as of the date hereof.
\nCORPORATE GOVERNANCE DISCLOSURE
\nNational Instrument 58-101 \u2013 Disclosure of Corporate Governance Practices (“NI 58-101”) requires that if
\nmanagement of an issuer solicits proxies from its securityholders for the purpose of electing directors, certain
\nprescribed disclosure respecting corporate governance matters must be included in its management information
\ncircular. The TSXV also requires listed companies to provide, on an annual basis, the corporate governance disclosure
\nwhich is prescribed by NI 58-101.
\nThe prescribed corporate governance disclosure for the Corporation is that contained in Form 58-101F2 which is
\nattached to NI 58-101 (“Form 58-101F2 Disclosure”). Set out below is a description of our current corporate
\ngovernance practices, relative to the Form 58-101F2 Disclosure (which is set out below in italics).
\n1. Board of Directors
\nDisclose how the Board facilitates its exercise of independent supervision over management, including:
\n(i) the identity of directors who are independent; and
\nThe Board currently has no independent directors. Dr. Moss (who was formerly an independent director) has been
\nserving as the Corporation’s Interim President and Chief Executive Officer while the Corporation completes a search
\nfor a full time President and Chief Executive Officer. When a full time President and Chief Executive Officer is hired,
\nDr. Moss will step down as Interim President and Chief Executive Officer and will again be considered an independent
\ndirector.
\n(ii) the identity of directors who are not independent, and the basis for that determination.
\nThe Board has determined that the following directors of the Corporation are not currently independent:
\nJuan Llado
\nDr. Brian J. Moss
\nPablo B. Peralta
\nDr. Moss is not considered independent at the date hereof because he is serving temporarily as the Interim President
\nand Chief Executive Officer of the Corporation. Pablo Peralta and Juan Llado are not considered independent as they
\n11
\nare nominees of Liminar, which is the registered and beneficial holder of approximately 63.9% of Crown Point’s issued
\nand outstanding Common Shares.
\nNotwithstanding that the Board does not currently have any directors that are considered independent under applicable
\nsecurities laws, the Board believes that it is capable of exercising independent supervision over management because,
\namong other things, (i) Dr. Moss is only serving as an officer of the Corporation on an interim basis, and (ii) as
\nrepresentatives of Liminar, the Corporation’s controlling shareholder, the Board believes that the interests of Messrs.
\nPeralta and Llado are generally aligned with the interests of other shareholders, including the maximization of
\nshareholder value.
\n2. Directorships
\nIf a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction
\nor a foreign jurisdiction, identify both the director and the other issuer.
\nThe following directors of the Corporation are currently directors of other issuers that are reporting issuers (or the
\nequivalent):
\nName of Director Name of Other Issuer
\nBrian J. Moss Bengal Energy Ltd. (TSXV:BNG)
\n3. Orientation and Continuing Education
\nDescribe what steps, if any, the Board takes to orient new Board members, and describe any measures the Board
\ntakes to provide continuing education for directors.
\nEach new director brings a different skill set and professional background, and with this information, the Board is able
\nto determine what orientation to the nature and operations of the Corporation’s business will be necessary and relevant
\nto each new director. The Corporation provides continuing education for its directors as such need arises and
\nencourages open discussion at all meetings which is intended to encourage learning by the directors. In addition,
\npresentations are made to the Board on an ongoing basis in relation to the business and operations of the Corporation.
\n4. Ethical Business Conduct
\nDescribe what steps, if any, the Board takes to encourage and promote a culture of ethical business conduct.
\nThe Board expects management to operate the business of the Corporation in a manner that enhances shareholder
\nvalue and is consistent with the highest level of integrity. Management is expected to execute the Corporation’s
\nbusiness plan and to meet performance objectives and goals.
\nThe Corporation has adopted a Code of Business Conduct and Ethics for directors, officers and employees
\n(the “Code”). A copy of the Code is available on SEDAR+ at www.sedarplus.ca. All directors, officers and employees
\nare required to abide by the Code.
\nThe Corporation has adopted an Anti-Corruption Policy that applies to the employees, officers and directors of the
\nCorporation and its subsidiaries and affiliates. The Anti-Corruption Policy provides guidelines to encourage ethical
\nbehaviour in Crown Point’s business conduct and promote compliance with applicable anti-corruption legislation.
\nThe Board has also adopted a Whistleblower Policy wherein employees of the Corporation are provided with the
\nmechanics by which they may raise concerns in a confidential, anonymous process.
\nIn addition, the Board must comply with conflict of interest provisions in Canadian corporate law, including relevant
\nsecurities regulatory instruments, in order to ensure directors exercise independent judgment in considering
\ntransactions and agreements in respect of which a director or executive officer has a material interest.
\n12
\n5. Nomination of Directors
\nDescribe what steps, if any, are taken to identify new candidates for board nomination including: (a) who identifies
\nnew candidates; and (b) the process of identifying new candidates.
\nThe Board reviews on a periodic basis the composition of the Board, analyzes the needs of the Board, identifies
\nsuitable candidates for election or appointment as directors and determines the criteria governing the overall
\ncomposition of the Board and governing the desirable individual characteristics for directors, and approves the
\nnomination of directors based on the foregoing.
\n6. Compensation
\nDescribe what steps, if any, are taken to determine compensation for the directors and CEO, including: (a) who
\ndetermines compensation; and (b) the process of determining compensation.
\nFor information relating to the compensation of directors and executive officers of the Corporation, see “Statement of
\nExecutive Compensation \u2013 Venture Issuers” attached hereto as Schedule “A”.
\n7. Other Board Committees
\nIf the Board has standing committees other than the audit, compensation and nominating committees, identify the
\ncommittees and describe their function.
\nThe Audit Committee is the only standing committee of the Board.
\n8. Assessments
\nDisclose what steps, if any, that the Board takes to satisfy itself that the Board, its committees, and its individual
\ndirectors are performing effectively.
\nThe Board periodically reviews the performance of the Board, the Board’s committees, and the individual directors to
\nensure that they are each performing effectively. Neither the Corporation nor the Board has established formal
\nprocesses or practices to complete performance reviews. Rather, effectiveness is measured by comparing actual
\ncorporate results with stated objectives. The contributions of individual directors are informally monitored by the other
\nBoard members, having in mind the business strengths of the individual and the purpose of originally nominating the
\nindividual to the Board.
\nThe Corporation believes that its corporate governance practices are appropriate and effective for the Corporation,
\ngiven its relative size and stage of development. The Corporation’s method of corporate governance allows for the
\nCorporation to operate efficiently, with straightforward checks and balances that control and monitor management
\nand corporate functions without excessive administrative burden.
\nINDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
\nNone of Crown Point’s current directors, executive officers or employees or former executive officers, directors or
\nemployees or any of its subsidiaries, is or has been at any time since the beginning of Crown Point’s most recently
\ncompleted financial year, indebted to Crown Point or any of its subsidiaries nor is any indebtedness still outstanding,
\nnor, at any time since the beginning of Crown Point’s most recently completed financial year, has any indebtedness of
\nany such person been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or
\nunderstanding provided by Crown Point or any of its subsidiaries.
\n13
\nINTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
\nExcept as disclosed:
\n1. in Note 27 (Related Party Transactions) to the Corporation’s audited consolidated financial statements for the
\nyears ended December 31, 2025 and 2024 (the “Audited Financial Statements”);
\n2. under the heading “Related Party Transactions” in the Corporation’s management’s discussion and analysis
\nof the consolidated financial results of the Corporation as at and for the three months and year ended
\nDecember 31, 2025 (the “Annual MD&A”);
\n3. in Note 20 (Related Party Transactions) and Note 24(b) (Subsequent Events – Rights Offering) to the
\nCorporation’s unaudited condensed interim consolidated financial statements for the three months ended
\nMarch 31, 2026 (the “Interim Financial Statements”); and
\n4. under the heading “Related Party Transactions” and “Subsequent Events \u2013 Rights Offering and Standby
\nPurchase Agreement” in the Corporation’s management’s discussion and analysis of the consolidated
\nfinancial results of the Corporation as at and for the three months ended March 31, 2026 (the “Interim
\nMD&A”);
\nthere were no material interests, direct or indirect, of any “informed persons” (as defined in NI 51-102) of the
\nCorporation, any proposed director, or any known associate or affiliate of such persons, in any transaction since the
\ncommencement of the Corporation’s most recently completed financial year or in any proposed transaction which has
\nmaterially affected or would materially affect the Corporation or any of its subsidiaries.
\nNote 27 to the Audited Financial Statements, Note 20 and Note 24(b) to the Interim Financial Statements, the
\ndisclosure under the heading “Related Party Transactions” in the Annual MD&A, and the disclosure under the
\nheadings “Related Party Transactions” and “Subsequent Events \u2013 Rights Offering and Standby Purchase Agreement”
\nin the Interim MD&A are incorporated by reference herein. The Audited Financial Statements, the Annual MD&A,
\nthe Interim Financial Statements and the Interim MD&A have been filed on SEDAR+ under the Corporation\u2019s profile
\nat www.sedarplus.ca. Upon request, the Corporation will promptly provide a copy of such documents free of charge
\nto a shareholder of the Corporation.
\nINTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON
\nManagement of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership
\nof securities or otherwise, of any person who has been a director or executive officer at any time since the beginning
\nof our last financial year, of any proposed nominee for election as a director, or of any associate or affiliate of any of
\nthe foregoing persons, in respect of any matter to be acted on at the Meeting, other than the election of directors and
\nthe ratification of the Stock Option Plan.
\nAUDIT COMMITTEE INFORMATION
\nNational Instrument 52-110 \u2013 Audit Committees (“NI 52-110”) requires the Corporation, as a venture issuer, to
\ndisclose annually in its Information Circular certain information concerning the constitution of its audit committee
\nand its relationship with its independent auditor in accordance with Form 52-110F2.
\n1. The Audit Committee’s Charter
\nThe mandate and terms of reference of the Audit Committee is attached hereto as Schedule “B”.
\n2. Composition of the Audit Committee
\nThe current members of the Audit Committee are Juan Llado (Chair), Brian Moss and Pablo Peralta.
\nA member of the Audit Committee is independent if the member has no direct or indirect material relationship with
\n14
\nthe Corporation. A material relationship means a relationship which could, in the view of the Board, be reasonably
\nexpected to interfere with the exercise of a member’s independent judgment, provided that certain enumerated
\nrelationships between an Audit Committee member and the Corporation or a subsidiary thereof are deemed to be a
\n“material relationship”.
\nDr. Moss (who was formerly an independent director) is not considered independent at the date hereof in accordance
\nwith NI 52-110 for the purposes of the Audit Committee because he is temporarily serving as the Interim President
\nand Chief Executive Officer of the Corporation. Mr. Llado and Mr. Peralta are not considered independent as they
\nare nominees of Liminar, which is the registered and beneficial holder of approximately 63.9% of Crown Point’s issued
\nand outstanding Common Shares.
\nThe 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
\norder to comply with the Audit Committee independence requirements of subsection 6.1.1(3) of NI 52-110.
\nWith respect to Dr. Moss, he has been temporarily serving as the Corporation’s Interim President and Chief Executive
\nOfficer while the Corporation completes a search for a full-time President and Chief Executive Officer (hence the
\nreliance on subsection 6.1.1(4) of NI 52-110). When a full-time President and Chief Executive Officer is hired, Dr.
\nMoss will step down as Interim President and Chief Executive Officer and will no longer be an executive officer,
\nemployee or control person of the Corporation or of an affiliate of the Corporation.
\nWith respect to Mr. Peralta, he joined the Audit Committee following the relatively recent resignation of the
\nCorporation’s independent chair of the Board and Audit Committee (Mr. Gordon Kettleson) to ensure that there were
\nthree members on the Audit Committee, as required by subsection 6.1.1(1) of NI 52-110 (hence the reliance on
\nsubsection 6.1.1(6) of NI 52-110). The Corporation is currently conducting a search for a new independent director
\nto join the Board and the Audit Committee who will not be an executive officer, employee or control person of the
\nCorporation or of an affiliate of the Corporation \u2013 when that individual joins the Board and the Audit Committee, Mr.
\nPeralta will be step down from the Audit Committee.
\nA member of the Audit Committee is considered financially literate if he or she has the ability to read and understand
\na set of financial statements that present a breadth and level of complexity of accounting issues that are generally
\ncomparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the
\nCorporation’s financial statements. Each member of the Audit Committee is considered “financially literate” in
\naccordance with NI 52-110.
\n3. Relevant Education and Experience
\nThe following is a description of the education and experience of each member of the Audit Committee:
\nName and Place
\nof Residence Relevant Education and Experience
\nJuan Llado
\nBuenos Aires,
\nArgentina
\nMr. Llado is an attorney and has held various positions during his career in the financial
\nservices, insurance and energy sectors. He is currently a member of the Executive
\nCommittee of Grupo S.T. S.A. and serves on the board of directors of the following
\ncompanies: Grupo S.T. S.A., Banco de Servicios y Transacciones S.A., ST Securities
\nS.A., Best Leasing S.A., Life Seguros S.A., Liminar and CPESA. Mr. Llado has a
\nBachelor of Laws degree from the University of Buenos Aires and a Master’s Degree in
\nFinance from the Universidad del CEMA.
\nBrian J. Moss
\nAlberta, Canada
\nDr. Moss has been the Interim President and Chief Executive Officer of the Corporation
\nsince December 3, 2025. Dr. Moss has also served as a consultant to the Corporation
\nsince March 2022. Prior thereto, he served as: the President and Chief Executive Officer
\nof the Corporation from November 2016 to March 2022; the Executive Vice-President
\nand Chief Operating Officer of the Corporation from June 2012 to November 2016; the
\nExecutive Vice President (Latin America) of Antrim Energy Inc. from January 2008 to
\nMay 2012; the Chief Operating Officer of Compass Petroleum Ltd. from October 2007
\nto February 2008; and the President and Chief Executive Officer of Los Altares
\n15
\nName and Place
\nof Residence Relevant Education and Experience
\nResources Ltd., a private oil and gas company, prior to January 2008. Dr. Moss has
\nserved on the board of directors of five public companies and currently also serves as a
\ndirector of Bengal Energy Inc. He has more than 25 years of experience in the
\ninternational oil and gas industry and over 40 years of experience in the industry,
\nincluding in the areas of exploration and exploitation, asset evaluation and business
\ndevelopment. Dr. Moss obtained a Ph.D. in Petroleum Geology from the Royal School
\nof Mines, University of London, UK in 1974 and a Bachelor of Science in 1971 from
\nthe University of London, England. He also completed the Western Executive Program
\nat the Richard Ivey School of Business in 1996. He is a member of the Association of
\nProfessional Engineers, Geologists and Geophysicists of Alberta.
\nPablo Peralta
\nBuenos Aires,
\nArgentina
\nMr. Peralta currently holds various executive positions, including the following:
\nPresident of the following entities \u2013 Grupo S.T. S.A. (since April 2007), Or\u00edgenes
\nSeguros de Retiro S.A. (since May 2009), Life Seguros (since June 2011), Liminar (since
\nMarch 2014), and Liminar Desarrollos Inmobiliarios S.A. (since July 2009). Mr. Peralta
\nis also the Vice President of Banco de Servicios y Transacciones S.A. (where he was
\nPresident from 2002-2014). Each of the foregoing companies, other than Liminar, is a
\nprivately held Argentine company operating in the financial services, insurance and real
\nestate sectors in Argentina. He also serves as a director of Cia Ganadera de Nirihuau,
\nNestor Hugo Fuentes S.A. and Booth Corporation (all of which are private companies
\noperating in the agricultural business sector) and Open Cars, Prestige Auto, Fortecar,
\nGrandVielle and Automotores Pampeanos (all of which are private companies operating
\nin the automobile dealership industry). Mr. Peralta obtained a Public Accountant degree
\nfrom the University of Buenos Aires.
\n4. Audit Committee Oversight
\nSince the commencement of the Corporation’s most recently completed financial year, the Board has not failed to
\nadopt a recommendation of the Audit Committee to nominate or compensate an external auditor.
\n5. Reliance on Certain Exemptions
\nSince the commencement of the Corporation’s most recently completed financial year, the Corporation has relied on
\nthe exemptions contained in sections 6.1.1(4) and (6) of NI 52-110. Subsections 6.1.1(4) and (6) provide exemptions
\nin certain circumstances from the requirement that the Corporation’s Audit Committee be comprised of a majority of
\nmembers who are not executive officers, employees or control persons of the Corporation or of an affiliate of the
\nCorporation. See “Composition of the Audit Committee” above for further details of the reliance on such exemptions.
\n6. Pre-Approval Policies and Procedures
\nThe Audit Committee has adopted a policy to review and pre-approve any non-audit services to be provided to the
\nCorporation by the external auditors and consider the impact on the independence of such auditors. The Audit
\nCommittee may delegate to one or more independent members of the Audit Committee the authority to pre-approve
\nnon-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
\ntime to time.
\n7. External Auditor Service Fees (By Category)
\nFees billed by the Corporation’s independent auditor for audit and non-audit services in the last two fiscal years are
\noutlined in the following table:
\n16
\nNature of Services
\nYear Ended
\nDecember 31, 2025
\n(Cdn$)
\nYear Ended
\nDecember 31, 2024
\n(Cdn$)
\nAudit Fees(1) $396,000 $300,000
\nAudit-Related Fees(2) $3,000 $7,000
\nTax Fees(3) $19,000 $22,000
\nAll Other Fees(4) $47,000 $56,000
\nTotal $465,000 $385,000
\nNotes:
\n(1) Represents the aggregate fees billed by the Corporation’s external auditor in each of the last two fiscal years for audit
\nfees.
\n(2) Represents the aggregate fees billed in each of the last two fiscal years for assurance and related services by the
\nCorporation’s external auditor that are reasonably related to the performance of the audit or review of the Corporation’s
\nfinancial statements and that are not reported under “Audit Fees”. The nature of the services comprising the fees
\ndisclosed under this category include assurance services that are traditionally performed by the auditor.
\n(3) Represents the aggregate fees billed in each of the last two fiscal years for professional services rendered by the
\nCorporation’s external auditor for tax compliance, tax advice and tax planning. The nature of the services comprising
\nthe fees disclosed under this category include assistance with tax audits and appeals, tax advice related to mergers and
\nacquisitions, and requests for rulings or technical advice from tax authorities.
\n(4) Represents the aggregate fees billed in each of the last two fiscal years for products and services provided by the
\nCorporation’s external auditor, other than the services reported under “Audit Fees”, “Audit-Related Fees” and “Tax
\nFees”.
\n8. Exemption
\nThe Corporation is relying on the exemption in section 6.1 of NI 52-110 in respect of the requirements for the
\ncomposition of the Audit Committee and in respect of its reporting obligations under NI 52-110.
\nOTHER MATTERS
\nManagement of the Corporation knows of no amendment, variation or other matter to come before the Meeting other
\nthan the matters referred to in the Notice of Annual General Meeting. However, if any other matter properly comes
\nbefore the Meeting, the accompanying proxy will be voted on such matter in accordance with the best judgment of
\nthe person voting the proxy.
\nADDITIONAL INFORMATION
\nAdditional financial information regarding the business of the Corporation is contained in the audited financial
\nstatements and management’s discussion and analysis of the Corporation for the years ended December 31, 2025 and
\nDecember 31, 2024.
\nAdditional information regarding our business, including the materials listed in the preceding paragraph, may be found
\non SEDAR+ at www.sedarplus.ca. Shareholders of the Corporation may contact the Corporation to request a copy of
\nour financial statements and management’s discussion and analysis at:
\nCrown Point Energy Inc.
\nP.O. Box 1562 Station M
\nCalgary, Alberta T2P 3B9
\nPhone: (403) 232-1150
\nSCHEDULE “A”
\nCROWN POINT ENERGY INC.
\nFORM 51-102F6V [See Attached] CROWN POINT ENERGY INC.
\nFORM 51-102F6V
\nSTATEMENT OF EXECUTIVE COMPENSATION \u2013 VENTURE ISSUERS
\nCrown Point Energy Inc. (“Crown Point” or the “Corporation”) is a junior international oil and gas exploration and
\ndevelopment company existing under the laws of Alberta, Canada, trading on the TSX Venture Exchange (“TSXV”)
\nand operating in Argentina.
\nSet forth below is the Statement of Executive Compensation \u2013 Venture Issuers for the Corporation for the year ended
\nDecember 31, 2025. In this Statement of Executive Compensation \u2013 Venture Issuers, unless otherwise noted, all dollar
\namounts are expressed in United States dollars and references to “$” or “US$” are to United States dollars, references
\nto “C$” are to Canadian dollars and references to “ARS” are to Argentine pesos.
\nDIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION
\nDirector and Named Executive Officer Compensation (excluding Compensation Securities)
\nThe named executive officers (as defined in Form 51-102F6V as prescribed by National Instrument 51-102 \u2013
\nContinuous Disclosure Obligations) of the Corporation in fiscal 2025 were: (i) Brian J. Moss, the Interim President
\nand Chief Executive Officer of the Corporation; (ii) Gabriel Obrador, the former President and Chief Executive Officer
\nof the Corporation, (iii) Marcos Esteves, the Vice-President, Finance and Chief Financial Officer of the Corporation;
\nand (iv) Marisa Tormakh, the former Vice-President, Finance and Chief Financial Officer of the Corporation (each a
\n“Named Executive Officer” or “NEO”). No other employees of the Corporation, including any of its subsidiaries,
\nsatisfy the criteria of “named executive officer” for the year ended December 31, 2025.
\nThe following table sets forth for the years ended December 31, 2025 and 2024 all compensation (other than stock
\noptions and other compensation securities) paid, payable, awarded, granted, given or otherwise provided, directly or
\nindirectly, by the Corporation, or a subsidiary of the Corporation, to each Named Executive Officer and director, in
\nany capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay,
\nremuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given
\nor otherwise provided to the Named Executive Officer or director for services provided and for services to be provided,
\ndirectly or indirectly, to the Corporation or a subsidiary of the Corporation.
\nA-2
\nTABLE OF COMPENSATION (EXCLUDING COMPENSATION SECURITIES)(1)
\nName and Position Year Salary, Consulting
\nFee, Retainer or
\nCommission (US$)
\nBonus
\n(US$)
\nCommittee
\nor Meeting
\nFees (US$)
\nValue of
\nPerquisites
\n(US$)(15)(16)
\nValue of all other
\nCompensation
\n(US$)(17)
\nTotal
\nCompensation
\n(US$)
\nDr. Brian J. Moss(2)
\n– Director
\n– Interim President and
\nChief Executive Officer
\nDecember 31, 2025
\nDecember 31, 2024
\n62,016(3)
\n59,075(3)
\n0
\n0
\n0
\n0
\n0
\n0
\n0
\n0
\n62,016
\n59,075
\nGabriel Obrador(4)
\n– Former Director
\n– Former President and
\nChief Executive Officer
\nDecember 31, 2025
\nDecember 31, 2024
\n212,235(5)
\n190,000(5)
\n0
\n23,000(5)
\n0
\n0
\n0
\n0
\n164,923
\n0
\n377,158
\n213,000
\nMarcos Esteves(6)
\n– Vice President, Finance
\nand Chief Financial Officer
\nDecember 31, 2025 27,908(7) 0 0 0 0 27,908
\nMarisa Tormakh(8)
\n– Former Vice President,
\nFinance and Chief
\nFinancial Officer
\nDecember 31, 2025
\nDecember 31, 2024
\n238,099(9)
\n154,000(9)
\n0
\n17,000(9)
\n0
\n0
\n0
\n0
\n76,541
\n0
\n314,640
\n171,000
\nGordon R. Kettleson(10)
\n– Former Chairman of the
\nBoard and Director
\nDecember 31, 2025
\nDecember 31, 2024
\n21,888(11)
\n20,850(11)
\n0
\n0
\n2,918(11)
\n2,780(11)
\n0
\n0
\n0
\n0
\n24,806
\n23,630
\nPablo Peralta
\n– Director
\nDecember 31, 2025
\nDecember 31, 2024
\n18,240(12)
\n17,375(12)
\n0
\n0
\n0
\n0
\n0
\n0
\n0
\n0
\n18,240
\n17,375
\nJuan Llado(13)
\n– Director
\nDecember 31, 2025 5,425(14) 0 0 0 0 5,425
\nNotes:
\n(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
\nexchange rate in effect as of December 31, 2025 and December 31, 2024, which was US$0.7296 and US$0.6950, respectively, for
\nevery C$1.00 (as published by the Bank of Canada website).
\n(2) Dr. Moss was appointed Interim President and Chief Executive Officer on December 3, 2025.
\n(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
\nwhich was earned and paid in Canadian dollars; and (ii) pursuant to his consulting agreement, Dr. Moss was paid C$5,000 per month.
\n(4) Mr. Obrador resigned from the Board of Directors of the Corporation (the “Board”) and as President and Chief Executive Officer of
\nthe Corporation on July 31, 2025.
\n(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
\npesos at the prevailing market rate and which includes Mr. Obrador’s legal entitlement in Argentina to a 13th month of salary. During
\nthe year ended December 31, 2024, Mr. Obrador was paid an annual base salary of US$186,000, a portion of which was paid in US$
\nand a portion of which was paid in Argentine pesos at the prevailing market rate (totaling US$190,000 per year due to the legal
\nentitlement in Argentina to a 13th month of salary on the portion of salary paid in Argentine pesos). Mr. Obrador’s 2025 salary in the
\ntable above is for the period from January 1, 2025 to July 31, 2025.
\n(6) Mr. Esteves was appointed Vice President, Finance and Chief Financial Officer on December 3, 2025.
\n(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
\nwhich was ARS1,480.00 for every US$1.00) per year (which includes Mr. Esteves’ legal entitlement in Argentina to a 13th month of
\nsalary). Mr. Esteves’ 2025 salary in the table above is for the period from December 3, 2025 to December 31, 2025.
\n(8) Ms. Tormakh resigned as Vice President, Finance and Chief Financial Officer on December 3, 2025.
\n(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
\npesos at the prevailing market rate and which includes Ms. Tormakh’s legal entitlement in Argentina to a 13th month of salary. During
\nthe year ended December 31, 2024, Ms. Tormakh was paid an annual base salary of US$150,000, a portion of which was paid in US$
\nand a portion of which was paid in Argentine pesos at the prevailing market rate (totaling US$154,000 per year due to the legal
\nentitlement in Argentina to a 13th month of salary on the portion of salary paid in Argentine pesos). Ms. Tormakh’s 2025 salary in the
\ntable above is for the period from January 1, 2025 to December 3, 2025.
\n(10) Mr. Kettleson retired from the Board on March 10, 2026.
\n(11) During the years ended December 31, 2025 and 2024, Mr. Kettleson’s annual retainer fee was C$30,000 and annual committee fees
\nwere C$4,000, all of which were earned and paid in Canadian dollars.
\n(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
\ndollars but paid in U.S. dollars based on prevailing rates of exchange at the time of payment.
\n(13) Mr. Llado joined the Board on August 11, 2025.
\n(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
\npaid 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
\nperiod from August 11, 2025 to December 31, 2025.
\n(15) Includes perquisites provided to an NEO or director that are not generally available to all employees. An item is generally a perquisite
\nif 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
\nto 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
\npersonal benefit. For the purposes of the table, perquisites are valued on the basis of the aggregate incremental cost to the Corporation
\nand its subsidiaries.
\nA-3
\n(16) NEOs and directors whose total salary for the applicable financial year was C$150,000 or less did not receive perquisites that, in
\naggregate, were greater than C$15,000. NEOs and directors whose total salary for the applicable financial year was greater than
\nC$150,000 but less than C$500,000 did not receive perquisites that, in aggregate, were greater than 10% of the NEO’s or director’s
\nsalary for the applicable financial year.
\n(17) These amounts represent payments made by the Corporation upon resignation of the respective officers.
\nExternal Management Companies
\nNo individual acting as an NEO of the Corporation is not an employee of the Corporation and\/or a subsidiary thereof.
\nThe Corporation has not entered into an understanding, arrangement or agreement with an external management
\ncompany to provide executive management services to the Corporation, directly or indirectly.
\nStock Options and Other Compensation Securities
\nThe following table discloses all compensation securities granted or issued to each director and NEO by the
\nCorporation or one of its subsidiaries in the year ended December 31, 2025 for services provided or to be provided,
\ndirectly or indirectly, to the Corporation or any of its subsidiaries.
\nCOMPENSATION SECURITIES(1)(2)(3)
\nName and position
\nType of
\ncompensation
\nsecurity
\nNumber of
\ncompensation
\nsecurities, number of
\nunderlying securities,
\nand percentage of
\nclass(4)
\nDate of
\nIssue or
\nGrant
\nIssue,
\nconversion
\nor exercise
\nprice (C$)
\nClosing price of
\nsecurity or
\nunderlying
\nsecurity on
\ndate of grant
\n(C$)
\nClosing price
\nof security or
\nunderlying
\nsecurity at
\nyear end (C$)
\nExpiry
\nDate
\nDr. Brian J. Moss
\n– Director
\n– Interim President and Chief
\nExecutive Officer
\n– Nil – – – – –
\nGabriel Obrador(5)
\n– Former Director
\n– Former President and
\nChief Executive Officer
\n– Nil – – – – –
\nMarcos Esteves(6)
\n– Vice President, Finance
\nand Chief Financial Officer
\n– Nil – – – – –
\nMarisa Tormakh(5)
\n– Former Vice President,
\nFinance and Chief Financial
\nOfficer
\n– Nil – – – – –
\nGordon R. Kettleson(5)
\n– Former Chairman of the
\nBoard and Director
\n– Nil – – – – –
\nPablo Peralta
\n– Director – Nil – – – – –
\nJuan Llado(6)
\n– Director – Nil – – – – –
\nNotes:
\n(1) “Compensation Securities” includes stock options, convertible securities, exchangeable securities and similar instruments including
\nstock appreciation rights, deferred share units and restricted stock units granted or issued by the Corporation or one of its subsidiaries
\nfor services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries.
\n(2) As of December 31, 2025, the current and former NEOs and directors held the following number of stock options (“Options”) (each
\none (1) Option being exercisable to acquire one (1) common share of the Corporation): Dr. Moss \u2013 350,000 Options; Ms. Tormakh \u2013
\n350,000 Options; Mr. Kettleson \u2013 350,000 Options; and Mr. Peralta \u2013 350,000 Options. All of these Options subsequently expired on
\nMay 31, 2026.
\n(3) During the year ended December 31, 2025, no Compensation Securities were re-priced, cancelled and replaced, had their term extended,
\nor were otherwise materially modified.
\n(4) No Compensation Securities were granted or issued to the directors and NEOs by the Corporation or one of its subsidiaries in the year
\nended December 31, 2025.
\n(5) Mr. Obrador resigned from the Board and as President and Chief Executive Officer on July 31, 2025. Ms. Tormakh resigned as Vice
\nPresident, Finance and Chief Financial Officer on December 3, 2025. Mr. Kettleson retired from the Board on March 10, 2026.
\n(6) Mr. Esteves was appointed Vice President, Finance and Chief Financial Officer on December 3, 2025. Mr. Llado joined the Board on
\nAugust 11, 2025.
\nA-4
\nThe directors and NEOs did not exercise any Compensation Securities during the year ended December 31, 2025.
\nStock Option Plans and Other Incentive Plans
\nOther than the Corporation’s amended and restated stock option plan (“Stock Option Plan”), Crown Point does not
\nhave any stock option plan, stock option agreement made outside of a stock option plan, plan providing for the grant
\nof stock appreciation rights, deferred share units or restricted stock units or any other incentive plan or portion of a
\nplan under which awards are granted.
\nThe Stock Option Plan was re-approved by the Corporation’s shareholders at the Corporation’s annual general meeting
\nheld on December 17, 2025 and must be re-approved by the Corporation’s shareholders at Crown Point’s 2026 annual
\ngeneral meeting.
\nThe purpose of the Stock Option Plan is to aid in attracting, retaining and motivating the directors, officers, employees
\nand consultants (collectively, “Service Providers”) of Crown Point and its subsidiaries and affiliates in the growth
\nand development of Crown Point by providing them with the opportunity through Options to purchase common shares
\nof the Corporation (“Common Shares”) to acquire an increased proprietary interest in Crown Point.
\nThe Stock Option Plan is administered by a committee of the Board comprised of one or more directors appointed by
\nthe Board to administer the Stock Option Plan or, if no such committee is appointed, the Board (in each case, the
\n“Committee”). The Committee may designate eligible Service Providers of Crown Point and its subsidiaries and
\naffiliates to whom Options may be granted and the number of Common Shares to be optioned to each, provided that
\nthe number of Common Shares to be optioned will not exceed the limitations set out below:
\n1. the total number of Common Shares reserved for issuance on exercise of Options issued under the Stock
\nOption Plan at any given time shall not exceed 10% of the aggregate of the issued and outstanding Common
\nShares at such time;
\n2. unless the approval of the disinterested shareholders of Crown Point is obtained, the aggregate number of
\nCommon Shares reserved for issuance to any one optionee in a 12 month period shall not exceed 5% of the
\nnumber of outstanding Common Shares (determined at the time an Option is granted);
\n3. the aggregate number of Common Shares reserved for issuance to any one consultant in a 12 month period
\nshall not exceed 2% of the number of outstanding Common Shares (determined at the time an Option is
\ngranted);
\n4. the aggregate number of Common Shares reserved for issuance to all persons conducting investor relations
\nactivities in a 12 month period shall not exceed 2% of the number of outstanding Common Shares
\n(determined at the time an Option is granted);
\n5. unless the approval of the disinterested shareholders of Crown Point is obtained, the maximum number of
\nOptions which may be granted to insiders of Crown Point within a 12 month period may not exceed 10% of
\nthe number of outstanding Common Shares; and
\n6. unless the approval of the disinterested shareholders of Crown Point is obtained, the maximum aggregate
\nnumber of Common Shares that are issuable pursuant to all Security Based Compensation (as defined in the
\npolicies of the TSXV) granted or issued to insiders of Crown Point (as a group) must not exceed 10% of the
\nnumber of outstanding Common Shares at any point in time.
\nAny increase in the issued and outstanding Common Shares (whether as a result of the exercise of Options or
\notherwise) will result in an increase in the number of Common Shares that may be issued on exercise of Options
\noutstanding at any time and any increase in the number of Options granted will, upon exercise, make new grants
\navailable under the Stock Option Plan. Options that are cancelled, terminated or expire prior to the exercise of all or
\na portion thereof will result in the Common Shares that were reserved for issuance thereunder being available for a
\nsubsequent grant of Options pursuant to the Stock Option Plan.
\nA-5
\nThe Committee may, in its sole discretion, determine: (i) the time during which Options will vest; (ii) the method of
\nvesting; or (iii) that no vesting restriction shall exist. The Committee may, at its sole discretion at any time, or in the
\noption agreement in respect of any Options granted, accelerate or provide for the acceleration of vesting of Options
\npreviously granted. The exercise price of Options will be fixed by the Committee when Options are granted, provided
\nthat the exercise price of Options may not be less than the Discounted Market Price of the Common Shares at the time
\nan Option is granted (or such other minimum price as may be required by the stock exchange on which the Common
\nShares are listed at the time of grant). “Discounted Market Price” means the last closing trading price per Common
\nShare on the TSXV (or if the Common Shares are not listed on the TSXV, on such exchange as the Common Shares
\nare then traded) before the date of grant of the Option or the date Crown Point issues a news release to fix the price of
\nsuch Option, less the applicable discount as prescribed by the TSXV. The period during which an Option is exercisable
\nshall, subject to the provisions of the Stock Option Plan requiring or permitting acceleration of rights of exercise or
\nthe extension of the exercise period, be such period, not in excess of five years, as may be determined by the Committee
\nat the time of grant. Options will not be assignable or transferable by the optionee either in whole or in part.
\nIn addition, each Option shall provide that:
\n1. upon the death of an optionee, the Option shall terminate on the date determined by the Committee which
\nshall not be more than twelve (12) months from the date of death and, in the absence of any determination to
\nthe contrary, will be twelve (12) months from the date of death;
\n2. if an optionee shall no longer be a Service Provider (other than by reason of death or termination for cause),
\nthe Option shall terminate on the expiry of the period not in excess of ninety (90) days as prescribed by the
\nCommittee at the time of grant, following the date that such optionee ceases to be a Service Provider and, in
\nthe absence of any determination to the contrary, will terminate ninety (90) days following the date that such
\noptionee ceases to be a Service Provider; and
\n3. if an optionee shall no longer be a Service Provider by reason of termination for cause, the Option shall
\nterminate immediately on such termination for cause (whether notice of such termination occurs verbally or
\nin writing);
\nprovided that the number of Common Shares that an optionee (or his or her heirs or successors) shall be entitled to
\npurchase until such date of termination: (i) shall in the case of death of such optionee, be all of the Common Shares
\nthat may be acquired on exercise of the Options held by such optionee (or his or her heirs or successors) whether or
\nnot previously vested, and the vesting of all such Options shall be accelerated on the date of death for such purpose;
\nand (ii) in any case other than death or termination for cause, shall be the number of Common Shares which such
\noptionee was entitled to purchase on the date such optionee ceased to be a Service Provider.
\nIf the expiry date of any Options falls within any Black Out Period or within the three (3) business day period prior to
\nthe normal expiry date of such Options (the “Restricted Options”), then the expiry date of all Restricted Options will
\nbe extended to the date that is ten (10) business days following the end of the Black Out Period (or such longer period
\nas permitted by the TSXV and approved by the Committee). The foregoing extension applies to all Options whatever
\nthe date of grant and shall not be considered to be an extension of the term of the Options. “Black Out Period” means
\nthe period of time when, pursuant to any policies of Crown Point and\/or applicable securities laws, any securities of
\nCrown Point may not be traded by certain persons as designated by Crown Point and\/or such applicable securities
\nlaws, including any holder of an Option.
\nIf there takes place a Change of Control (as such term is defined in the Stock Option Plan), all issued and outstanding
\nOptions will be exercisable (whether or not then vested) immediately prior to the time such Change of Control takes
\nplace and shall terminate on the 90th day after the occurrence of such Change of Control, or at such earlier time as may
\nbe established by the Board, in its absolute discretion, prior to the time such Change of Control takes place.
\nThe Stock Option Plan allows the Board to amend or discontinue the plan at any time, provided that no such
\namendment may, without the consent of an optionee, alter or impair any Option previously granted to an optionee
\nunder the Stock Option Plan, and provided further that any amendment to the Stock Option Plan is subject to prior
\napproval of the TSXV, if required, and approval of the holders of Common Shares, if required by the TSXV.
\nA-6
\nEmployment, Consulting and Management Agreements
\nThe following is a description of the material terms of each agreement or arrangement under which compensation was
\nprovided during the year ended December 31, 2025 or is payable in respect of services provided to the Corporation or
\nany of its subsidiaries that were (i) performed by a director or NEO, or (ii) performed by any other party but are
\nservices typically provided by a director or a named executive officer.
\nDirectors
\nDuring the year ended December 31, 2025: (i) the Chairman of the Board received an annual retainer of C$30,000 per
\nyear; (ii) non-management directors (other than the Chairman of the Board) received an annual retainer of C$25,000
\nper year; and (iii) the Chairman of the Audit Committee received an additional annual retainer of C$4,000 per year.
\nNEOs
\nBrian Moss
\nDr. Moss is party to a consulting agreement with the Corporation pursuant to which he is paid C$5,000 per month.
\nThe consulting agreement may be terminated at any time by either party by providing the other party with four week’s
\nadvance written notice. The consulting agreement does not provide for incremental payments that are triggered by, or
\nresult from, any change of control, severance, termination or constructive dismissal.
\nGabriel Obrador
\nMr. Obrador resigned from the Board and as President and Chief Executive Officer of the Corporation on July 31,
\n2025. Mr. Obrador was a party to an executive employment agreement with Crown Point pursuant to which he: (i)
\nreceived an annual base salary of US$363,833 per year (which includes Mr. Obrador’s legal entitlement in Argentina
\nto a 13th month of salary); (ii) was entitled to participate in and receive Options under the Stock Option Plan; and (iii)
\nwas eligible for consideration for a performance bonus to be determined annually by the Board. The agreement did
\nnot provide for incremental payments that were triggered by, or resulted from, any change of control, severance,
\ntermination or constructive dismissal.
\nMarcos Esteves
\nMr. Esteves is party to an executive employment agreement with Crown Point pursuant to which he: (i) receives an
\nannual base salary of ARS260,000,000 (US$175,676 based on the exchange rate in effect as of December 31, 2025
\nwhich was ARS1,480.00 for every US$1.00) per year (which includes Mr. Esteves’ legal entitlement in Argentina to
\na 13th month of salary); (ii) is entitled to participate in and receive Options under the Stock Option Plan; and (iii) is
\neligible for consideration for a performance bonus to be determined annually by the Board. The Corporation and Mr.
\nEsteves may each terminate the agreement in accordance with applicable laws. The agreement does not provide for
\nincremental payments that are triggered by, or result from, any change of control, severance, termination or
\nconstructive dismissal.
\nMarisa Tormakh
\nMs. Tormakh resigned as Vice President, Finance and Chief Financial Officer on December 3, 2025. Ms. Tormakh
\nwas a party to an executive employment agreement with Crown Point pursuant to which she: (i) received an annual
\nbase salary of US$257,563 per year (which includes Ms. Tormakh’s legal entitlement in Argentina to a 13th month of
\nsalary); (ii) was entitled to participate in and receive Options under the Stock Option Plan; and (iii) was eligible for
\nconsideration for a performance bonus to be determined annually by the Board. The agreement did not provide for
\nincremental payments that were triggered by, or resulted from, any change of control, severance, termination or
\nconstructive dismissal.
\nA-7
\nOversight and Description of Director and Named Executive Officer Compensation
\nDirector Compensation
\nDirector compensation is determined by the Board. Given the relatively small size of the Corporation, director
\ncompensation is reviewed and adjusted on an ad hoc basis with reference to such criteria as the Board considers
\nrelevant from time to time, including: the compensation paid by the Corporation’s peers to their directors; and
\ninformation and advice received from compensation consultants (if retained).
\nNEO Compensation
\nCompensation Process
\nNEO compensation is determined by the Board. Given the relatively small size of the Corporation, NEO compensation
\nis reviewed and adjusted on an ad hoc basis with reference to such criteria as the Board considers relevant from time
\nto time, including: the compensation paid by the Corporation’s peers to their NEOs; information and advice received
\nfrom compensation consultants (if retained); the operational and financial performance of the Corporation; the
\nperformance of the individual NEO; and the state of the oil and gas industry in Argentina and elsewhere.
\nComponents of Compensation in 2025
\nThe significant elements of compensation awarded to, earned by, paid or payable to the NEOs in 2025 consisted of
\nbase salaries. In 2025, no other element of compensation accounted for 10% or more of any NEO’s total compensation.
\nIn particular, no performance bonuses were paid and no Options were granted to NEOs during 2025.
\nBase salary is compensation for discharging job duties and responsibilities and reflects the level of skills and
\ncapabilities demonstrated by the executive.
\nPerformance bonuses are awarded on a discretionary basis taking into account such factors as the Board considers
\nrelevant from time to time, including those factors set forth above under “Compensation Process”.
\nOptions are awarded on a discretionary basis taking into account such factors as the Board considers relevant from
\ntime to time, including those factors set forth above under “Compensation Process”. Option grants are intended to aid
\nin retaining and motivating the NEOs to contribute to the growth and development of Crown Point by providing them
\nwith the opportunity through Options to purchase Common Shares to acquire an increased proprietary interest in
\nCrown Point. For details, see “Stock Options and Other Compensation Securities” and “Stock Option Plans and Other
\nIncentive Plans”.
\nPerformance Criteria or Goals
\nOther than the exercise prices applicable to Options held by the NEOs (see “Stock Options and Other Compensation
\nSecurities” and “Stock Option Plans and Other Incentive Plans”), in 2025 neither the total compensation nor any
\nsignificant element of total compensation of the NEOs was tied to one or more performance criteria or goals, such as
\nmilestones, agreements or transactions.
\nSignificant Events Affecting Compensation
\nExcept as disclosed elsewhere herein, there were no significant events that occurred during the year ended December
\n31, 2025 that have significantly affected NEO compensation. The Corporation did not waive or change any
\nperformance criterion or goal during the year ended December 31, 2025.
\nCompensation Determinations
\nWhen making determinations with respect to salaries, bonuses, Option grants and other compensation elements for
\nNEOs, the Board reviews the recommendations of management and the recommendations of any compensation
\nA-8
\nconsultant retained. The Board also reviews the compensation information of comparable issuers that is available in
\nthe public domain or otherwise obtained by management and\/or the Board. The Board compares the compensation
\npaid by the Corporation to its NEOs to the compensation paid by comparable sized oil and gas exploration and
\ndevelopment companies with similar interests as the Corporation.
\nIn selecting companies for comparison purposes, management and the Board consider entities with which the
\nCorporation competes for talent, which includes similar sized entities as compared to Crown Point based on market
\ncapitalization, oil and gas production levels and associated revenues, and entities that operate in the same regional
\ngeography as the Corporation (i.e. international operators rather than Canadian operators).
\nBase salaries, discretionary bonuses and Option grants for NEOs are intended to be competitive with salaries and
\nbonuses paid, and Options granted, to executive officers by the Corporation’s peers. In determining salaries, bonuses
\nand Option grants, the Board reviews salaries, bonuses and Option grants in the context of the total compensation
\npackages for the executive officers. Generally, base salaries, bonuses and Option grants are targeted at levels
\napproximating those for similar positions in companies in the industry that may be of similar size, scope and
\ncomplexity.
\nAny salary adjustments made, discretionary bonuses awarded or Options granted by the Board take into account,
\namong other things, the market value of the role, the executive’s demonstrated capability during the year, the
\noperational and financial performance of the Corporation, and the state of the oil and gas industry in Argentina and
\nelsewhere.
\nUltimately, the amount of salary paid, the amount of any bonus awarded, and the number of Options granted to the
\nNEOs is based on subjective decisions made by the Board, rather than objective, identifiable measures.
\nUse of Peer Group
\nAlthough the Board reviews the compensation offered by the Corporation’s peers to their NEOs on an ad hoc basis
\nfrom time to time when evaluating the competitiveness and continued appropriateness of, and potential changes to,
\nCrown Point’s compensation package for its NEOs, the Board did not make use of a formal peer group to determine
\nNEO compensation during the year ended December 31, 2025.
\nSignificant Changes to Compensation Policies
\nExcept as set out elsewhere herein, the Corporation did not make any significant changes to its compensation policies
\nduring (or after) the year ended December 31, 2025 that could or will have an effect on director or NEO compensation.
\nPension Disclosure
\nThe Corporation does not provide a pension to any of its directors or NEOs.
\nSCHEDULE “B”
\nCROWN POINT ENERGY INC.
\nAUDIT COMMITTEE
\nMANDATE AND TERMS OF REFERENCE
\nRole and Objective
\nThe Audit Committee (the “Committee”) is a committee of the board of directors (the “Board”) of Crown Point
\nEnergy Inc. (“Crown Point” or the “Corporation”) to which the Board has delegated its responsibility for the
\noversight of the following:
\n1. nature and scope of the annual audit;
\n2. the oversight of management’s reporting on internal accounting standards and practices;
\n3. the review of financial information, accounting systems and procedures;
\n4. financial reporting and financial statements,
\nand has charged the Committee with the responsibility of recommending, for approval of the Board, the audited
\nfinancial statements, interim financial statements and other mandatory disclosure releases containing financial
\ninformation.
\nThe primary objectives of the Committee are as follows:
\n1. To assist directors of Crown Point (“Directors”) in meeting their responsibilities (especially for
\naccountability) in respect of the preparation and disclosure of the financial statements of the Corporation and
\nrelated matters;
\n2. To provide better communication between Directors and external auditors;
\n3. To enhance the external auditor’s independence;
\n4. To increase the credibility and objectivity of financial reports; and
\n5. To strengthen the role of the outside Directors by facilitating in depth discussions between Directors on the
\nCommittee, management of Crown Point (“Management”) and external auditors.
\nMembership of Committee
\n1. The Committee will be comprised of at least three (3) Directors or such greater number as the Board may
\ndetermine from time to time.
\n2. A majority of the members of the Committee must not be executive officers, employees or control persons
\nof Crown Point or of an affiliate of Crown Point, unless the Board determines that an exemption contained
\nin National Instrument 52-110 \u2014 Audit Committees (“NI 52110”) is available and determines to rely thereon.
\n3. The Board may from time to time designate one of the members of the Committee to be the Chair of the
\nCommittee.
\nB-2
\n4. All of the members of the Committee must be “financially literate” (as defined in NI 52-110) unless the Board
\ndetermines that an exemption under NI 52-110 from such requirement in respect of any particular member is
\navailable and determines to rely thereon in accordance with the provisions of NI 52-110.
\nMandate and Responsibilities of Committee
\nIt is the responsibility of the Committee to:
\n1. Oversee the work of the external auditors, including the resolution of any disagreements between
\nManagement and the external auditors regarding financial reporting.
\n2. Satisfy itself on behalf of the Board with respect to Crown Point’s internal control systems.
\n3. Review the annual and interim financial statements of the Corporation and related management’s discussion
\nand analysis (“MD&A”) prior to their submission to the Board for approval. The process may include but
\nshall not necessarily be limited to:
\n\u2022 reviewing changes in accounting principles and policies, or in their application, which may have a
\nmaterial impact on the current or future years’ financial statements;
\n\u2022 reviewing significant accruals, reserves or other estimates such as the ceiling test calculation;
\n\u2022 reviewing accounting treatment of unusual or non-recurring transactions;
\n\u2022 ascertaining compliance with covenants under loan agreements;
\n\u2022 reviewing disclosure requirements for commitments and contingencies;
\n\u2022 reviewing adjustments raised by the external auditors, whether or not included in the financial
\nstatements;
\n\u2022 reviewing unresolved differences between Management and the external auditors; and
\n\u2022 obtain explanations of significant variances with comparative reporting periods.
\n4. Review the financial statements, prospectuses, MD&A, annual information forms (“AIF”) and all public
\ndisclosure containing audited or unaudited financial information (including, without limitation, annual and
\ninterim press releases and any other press releases disclosing earnings or financial results) before release and
\nprior to Board approval. The Committee must be satisfied that adequate procedures are in place for the review
\nof Crown Point’s public disclosure of all other financial information and will periodically assess the accuracy
\nof those procedures.
\n5. With respect to the appointment of external auditors by the Board:
\n\u2022 recommend to the Board the external auditors to be nominated;
\n\u2022 recommend to the Board the terms of engagement of the external auditor, including the
\ncompensation of the auditors and a confirmation that the external auditors will report directly to the
\nCommittee;
\n\u2022 on an annual basis, review and discuss with the external auditors all significant relationships such
\nauditors have with the Corporation to determine the auditors’ independence;
\nB-3
\n\u2022 when there is to be a change in auditors, review the issues related to the change and the information
\nto be included in the required notice to securities regulators of such change; and
\n\u2022 review and pre-approve any non-audit services to be provided to Crown Point or its subsidiaries by
\nthe external auditors and consider the impact on the independence of such auditors. The Committee
\nmay delegate to one or more independent members the authority to pre-approve non-audit services,
\nprovided 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
\nCommittee from time to time.
\n6. Review with external auditors their assessment of the internal controls of Crown Point (if any is performed),
\ntheir 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
\ntheir audit. The Committee will review annually upon completion of the audit, the external auditors’ reports
\nupon the financial statements of Crown Point and its subsidiaries.
\n7. Establish a procedure for:
\n\u2022 the receipt, retention and treatment of complaints received by Crown Point regarding accounting,
\ninternal accounting controls or auditing matters; and
\n\u2022 the confidential, anonymous submission by employees of Crown Point of concerns regarding
\nquestionable accounting or auditing matters.
\n8. Review and approve Crown Point’s hiring policies regarding partners and employees and former partners and
\nemployees of the present and former external auditors of the Corporation.
\n9. Administer Crown Point’s Whistleblower Policy and Anti-Corruption Policy.
\nThe Committee has authority to communicate directly with the internal and external auditors of the Corporation. The
\nCommittee will also have the authority to investigate any financial activity of Crown Point. All employees of Crown
\nPoint are to cooperate as requested by the Committee.
\nMeetings and Administrative Matters
\n1. At all meetings of the Committee every resolution shall be decided by a majority of the votes cast. In case of
\nan equality of votes, the Chairman of the meeting shall be entitled to a second or casting vote.
\n2. The Chair will preside at all meetings of the Committee, unless the Chair is not present, in which case the
\nmembers of the Committee that are present will designate from among such members the Chair for purposes
\nof the meeting.
\n3. A quorum for meetings of the Committee will be a majority of its members, and the rules for calling, holding,
\nconducting and adjourning meetings of the Committee will be the same as those governing the Board unless
\notherwise determined by the Committee or the Board.
\n4. Meetings of the Committee will generally be scheduled to take place at least four times per year. Minutes of
\nall meetings of the Committee will be taken. The Chief Financial Officer of Crown Point will attend meetings
\nof the Committee, unless otherwise excused from all or part of any such meeting by the Chairman.
\n5. The Committee will meet with the external auditor at least once per year (in connection with the preparation
\nof the year-end financial statements) and at such other times as the external auditor and the Committee
\nconsider appropriate.
\nB-4
\n6. Agendas will be circulated to Committee members along with background information on a timely basis prior
\nto the Committee meetings.
\n7. The Committee may invite such officers, directors and employees of the Corporation and its subsidiaries as
\nit sees fit from time to time to attend at meetings of the Committee and assist in the discussion and
\nconsideration of the matters being considered by the Committee.
\n8. Minutes of the Committee will be recorded and maintained and may be circulated to Directors who are not
\nmembers of the Committee or otherwise made available at a subsequent meeting of the Board as requested.
\n9. The Committee may:
\n(a) retain persons having special expertise (including independent counsel) and obtain independent
\nprofessional advice to assist in fulfilling its responsibilities; and
\n(b) set and pay the compensation for any advisors the Committee employs at the expense of the
\nCorporation.
\n10. Any members of the Committee may be removed or replaced at any time by the Board and will cease to be
\na member of the Committee as soon as such member ceases to be a Director. The Board may fill vacancies
\non the Committee by appointment from among its members. If and whenever a vacancy exists on the
\nCommittee, the remaining members may exercise all its powers so long as a quorum remains. Subject to the
\nforegoing, following appointment as a member of the Committee each member will hold such office until
\nthe Committee is reconstituted.
\n11. Any issues arising from Committee meetings that bear on the relationship between the Board and
\nManagement should be communicated to the Chairman of the Board by the Committee Chair.
\nApproved by the Board effective as of November 1, 2023.<\/p>\n","protected":false},"excerpt":{"rendered":"

Notice of Annual General Meeting of Shareholders to be held on July 31, 2026<\/p>\n","protected":false},"author":9,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_exactmetrics_skip_tracking":false,"_exactmetrics_sitenote_active":false,"_exactmetrics_sitenote_note":"","_exactmetrics_sitenote_category":0,"footnotes":""},"categories":[155],"tags":[],"_links":{"self":[{"href":"https:\/\/crownpointenergy.com\/index.php?rest_route=\/wp\/v2\/posts\/3483"}],"collection":[{"href":"https:\/\/crownpointenergy.com\/index.php?rest_route=\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/crownpointenergy.com\/index.php?rest_route=\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/crownpointenergy.com\/index.php?rest_route=\/wp\/v2\/users\/9"}],"replies":[{"embeddable":true,"href":"https:\/\/crownpointenergy.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcomments&post=3483"}],"version-history":[{"count":2,"href":"https:\/\/crownpointenergy.com\/index.php?rest_route=\/wp\/v2\/posts\/3483\/revisions"}],"predecessor-version":[{"id":3485,"href":"https:\/\/crownpointenergy.com\/index.php?rest_route=\/wp\/v2\/posts\/3483\/revisions\/3485"}],"wp:attachment":[{"href":"https:\/\/crownpointenergy.com\/index.php?rest_route=%2Fwp%2Fv2%2Fmedia&parent=3483"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/crownpointenergy.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcategories&post=3483"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/crownpointenergy.com\/index.php?rest_route=%2Fwp%2Fv2%2Ftags&post=3483"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}