PetroTal : 2024, Management Information Circular

Published: 2025-05-14 12:31:06 ET TAL.TO

Published on 05/14/2025 at 12:31

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June 19, 2025

I would live to invite you to join us for PetroTal Corp.'s ("PetroTal" or the "Corporation") Annual General and Special Meeting of shareholders, which will be held on June 19, 2025, at 10:00 a.m. Mountain Time. This year's meeting will be a virtual event, conducted via live webcast. You can attend the meeting, vote your shares electronically, and submit questions during the session by visiting meetnow.global/MF46HLN.

The attached Notice of Annual General and Special Meeting and Proxy Statement outlines the business to be addressed at the meeting. Whether or not you plan to attend, we strongly encourage you to submit your vote online or by mail.

PetroTal continued to make tremendous strides in 2024, evidenced by our strong operational performance in Peru, and continued significant returns of capital to shareholders. We invested nearly $165 million in the Bretana field in 2024, increasing production by 23%, and generating $235 million of EBITDA. The value of this asset is confirmed by our independent reserve evaluator, who has estimated the 2P reserve value of the field at $1.7 billion as of year-end 2024.

The past year also included PetroTal's first acquisition since the inception of the Corporation in 2017. We closed the purchase of Block 131, which includes the producing Los Angeles field, in late November 2024. In December 2024, our exploration team captured the surrounding acreage under two Technical Evaluation Agreements. We have included two development wells at Block 131 in our 2025 budget and look forward to updating the market on our progress.

PetroTal continues to prioritize safety, environmental stewardship, and community engagement. Our adherence to high ethical standards and regulatory compliance remains a cornerstone of our business. We are also dedicated to contributing to the long-term well-being of the communities in which we operate. PetroTal contributed $17.8 million to its flagship social trust in 2024, the proceeds of which are being used to fund development projects in the Puinahua district which surrounds the Bretana field.

As we move forward into 2025, we remain fully committed to driving operational and financial excellence, underpinned by a deep sense of responsibility toward our employees, stakeholders, and the environment. We are focused on responsible growth, safety, and sustainability, as we continue to create long-term value for our shareholders, local communities, and the environment.

On behalf of PetroTal's board of directors and the PetroTal team, we sincerely thank you for your continued support and confidence. We look forward to hearing from you at the 2025 Annual General and Special Meeting.

Thank you once again for being part of PetroTal's success. Sincerely,

Manuel Pablo Zúñiga-Pflücker May 9, 2025

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") in the capital of PetroTal Corp. (the "Corporation") will be held in a virtual only format, via live webcast at meetnow.global/MF46HLN, on June 19, 2025 at 10:00a.m. (Calgary time), for the following purposes:

to receive the financial statements for the fiscal year ended December 31, 2024, together with the report of the auditors thereon;

to fix the number of directors to be elected at eight (8);

to elect directors for the ensuing year;

to reappoint the auditors of the Corporation to hold office until the next annual meeting of the Shareholders and authorize the directors to fix their remuneration;

to consider and, if thought appropriate, pass a special resolution authorizing the directors to consolidate the Common Shares on the basis of a ratio of between five (5) and ten (10) pre-consolidation Common Shares for each one (1) post-consolidation Common Share, as described in the Information Circular; and

to transact such other business as may properly be brought before the Meeting or any adjournment(s) thereof.

The Corporation is holding the Meeting as a completely virtual meeting, which will be conducted via live webcast. The virtual format is intended to provide all Shareholders, regardless of geographic location and equity ownership, an equal opportunity to participate and engage with the board of directors and management. Shareholders will not be able to physically attend the Meeting. Registered shareholders and duly appointed proxyholders will be able to attend, submit questions and vote at the Meeting online by going to meetnow.global/MF46HLNand using the control number provided on their form of proxy. Non-registered (beneficial) shareholders, who have not duly appointed themselves as proxyholder, will be able to attend the Meeting virtually as guests, but guests will not be able to vote or submit questions at the Meeting. The management information circular ("Information Circular") dated May 9, 2025 contains further details and instructions about virtual participation.

Registered shareholders and duly appointed proxyholders will also be entitled to submit questions during the Meeting, through the webcast portal. Management will address as many appropriate questions as time permits. If multiple questions are received on the same topic or in a similar manner, they may be summarized and answered together. If any questions are not addressed during the Meeting due to time constraints, responses may be provided after the Meeting by posting on the Corporation's website or by email, as appropriate.

Only Shareholders of record at the close of business on May 9, 2025 (the "Record Date") are entitled to notice of and to attend the Meeting or any adjournment or adjournments thereof and to vote thereat, unless, after the Record Date, a holder of record transfers his or her Common Shares and the transferee, upon producing properly endorsed share certificates or otherwise establishing that he or she owns such Common Shares, requests, not later than ten (10) days before the Meeting, that the transferee's name be included in the list of Shareholders entitled to vote such Common Shares, in which case such transferee shall be entitled to vote such Common Shares, as the case may be, at the Meeting.

Registered Shareholders not planning or unable to attend the Meeting are requested to read the Information Circular and the form of proxy which accompanies this notice and to complete, date and sign the enclosed

form of proxy and return it to the Corporation's agent, Computershare Trust Company of Canada, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, in the enclosed envelope provided for that purpose. Alternatively, Shareholders may complete their proxy online at https://www.investorvote.com by following the instructions provided on the form of proxy. In order to be valid, proxies must be received by 10:00 a.m. (Calgary time) on or prior to the second last business day preceding the day of the Meeting or any adjournment thereof or deposited with the Chair of the Meeting by email at [email protected] on the day of the Meeting prior to the commencement of the Meeting.

As a Shareholder of the Company, it is very important that you read the Information Circular and other Meeting materials carefully. They contain important information with respect to voting your Common Shares. PetroTal encourages Shareholders to submit their form of proxy and return it as soon as possible in accordance with the instructions outlined in the accompanying Information Circular. Shareholders who do not hold their Common Shares in their own name are strongly encouraged to complete the voting instruction forms received from their broker as soon as possible and to follow the instructions set out in the accompanying Information Circular.

Shareholders with questions about accessing or participating in the Meeting or requiring assistance with the voting process, please contact our registrar and transfer agent Computershare Trust Company of Canada at 1-800-564-6253.

The Information Circular relating to the business to be conducted at the Meeting accompanies this Notice. May 9, 2025

BY ORDER OF THE BOARD OF DIRECTORS

Manuel Pablo Zúñiga-Pflücker President and Chief Executive Officer

Suite 310, 16200 Park Row

Houston, Texas 77084

Dated: May 9, 2025

This management information circular (the "Information Circular") is furnished in connection with the solicitation of proxies by or on behalf of the management of PetroTal Corp. (the "Corporation") for use at the annual general and special meeting of the holders (the "Shareholders") of the common shares (the "Common Shares") in the capital of the Corporation to be held in a virtual-only format, via live webcast at meetnow.global/MF46HLN, on June 19, 2025 at 10:00 a.m. (Calgary time), and any adjournment or adjournments thereof (the "Meeting") for the purposes set forth in the Notice of Annual General and Special Meeting (the "Notice of Meeting") accompanying this Information Circular.

The Meeting will be conducted exclusively via live webcast at meetnow.global/MF46HLN. PetroTal believes hosting a virtual-only meeting is in the best interest of its stakeholders, as all Shareholders will have the opportunity to participate in the Meeting regardless of their geographic location and engage with the board of directors and management. Shareholders will not be able to physically attend the Meeting.

Registered shareholders and duly appointed proxyholders will be able to attend, submit questions and vote at the Meeting online. Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting virtually as guests but will not be able to vote or ask questions.

To ensure smooth participation, Shareholders are encouraged to log in early and confirm they have a strong, preferably high-speed, internet connection. The meeting will begin promptly at 10:00 a.m. (Calgary time) on June 19, 2025, unless otherwise adjourned or postponed.

Registered Shareholders and duly appointed proxyholders wishing to attend and to vote virtually at the Meeting should not complete or return the form of proxy and should instead, follow these steps:

Access the webcast at meetnow.global/MF46HLN; and

Enter your unique 15-digit control number found on your proxy or voting instruction form.

Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the meeting virtually as guests but will not be able to vote or submit questions at the meeting. Beneficial Shareholders who wish to vote at the Meeting must appoint themselves as proxyholder prior to the Meeting by following the instructions provided by their intermediary and the steps outlined in the

Disclaimer

Petrotal Corp. published this content on May 14, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 14, 2025 at 16:30 UTC.