Centaurus Energy Inc. ($CTA)

Welcome to the Annual General and Special Meeting of the Shareholders of Centaurus Energy, Inc., which I will now refer to as the company. My name is David Tawil. I'm the CEO and Chairman of the corporation. And with the consent of this meeting, I will act as Chair of the meeting. The purpose of this annual general and special meeting of the shareholders is to allow the shareholders to receive the audited financial statements of the company for the fiscal year ended December 31, 2025, together with the auditor's report thereon. Fix the number of directors at 3 for the ensuing year, elect directors for the ensuing year. Appoint McGovern Hurley LLP, Chartered Professional Accountants as the company's auditors for the ensuing fiscal year at a remuneration to be fixed by the directors. Consider and, if thought fit, approve an ordinary resolution renewing the stock option plan of the company. Further information and background for this meeting generally and the resolution specifically can be found in the management information proxy circular dated April 15, 2026, which was mailed to shareholders and filed on the company's SEDAR+ profile and posted to the company's website in advance of this meeting. As this meeting will be conducted virtually, please ensure that your microphones are muted unless called upon by the chair, myself. With the consent of this meeting, I will ask [ Paul Bedard ] of Odyssey Trust Company to act as scrutineer for this meeting. If anyone has not yet registered with the scrutineer, I would ask them please to unmute their mic now and register. [ Colin Kimber ], of Osler Hoskin & Harcourt, with the consent of this meeting, will act as Secretary of the meeting. A quorum at any meeting of shareholders will be persons present not being less than 2 in number and holding or representing not less than 5% of the shares entitled to be voted at the meeting. I'm advised by the scrutineer that a quorum is present. I have asked the scrutineer to provide the Secretary of the meeting with the formal report on attendance and ask that such report be attached to the minutes of this meeting. Before commencing the business of this meeting, I would like to comment on voting procedures. Each holder of outstanding common shares of the company is entitled to cast the number of votes equal to the number of whole common shares held by such holder as of April 10, 2026, the record date for this meeting. In order to ensure that the meeting covers the required business in an efficient manner, we have prearranged with shareholders and proxy holders to move and to second certain motions of business. This is in no way is intended to discourage any other individuals from making or seconding motions or to discourage any comments or questions from the floor on the contrary. Should any shareholder or proxy holder wish to speak on any matter, please do so. In that regard, I would ask that shareholders or proxy holders who would like to speak to use the "raise hand" function, and I will call upon them to activate the raise hand, click on the icon labeled participants at the bottom center of your screen at the bottom of the window on the right side of the screen, click the button labeled raise hand. Your digital hand is now raised when called upon, please unmute yourself, then identify yourself by stating your name prior to speaking. [Operator Instructions] Unless a ballot is requested, I ask that when a vote is requested, shareholders or designated proxy holders do so by clicking the raise hand by and unmuting themselves when called upon to state their vote. We have IT support on this call. Please let us know if there are any technical difficulties, and we can offer support in real time. Only registered shareholders present in person or representatives of registered shareholders are entitled to vote. The only persons who may move ask questions speak vote or take any other action at this meeting are registered shareholders, authorized representatives of registered shareholders or proxy holders for register shareholders of record. The business to be transacted at the meeting is set out in the notice calling the meeting. The procedures to be followed at this meeting will be governed by the Alberta Business Corporations Act, the company's bylaws, and the rules of order usually followed for meetings of shareholders of the corporation. The formal part of this meeting will be dealt with initially. After the meeting, we will open the floor to questions from management from the shareholders. I received a declaration prepared by [ Ivana Forces ] of Odyssey, indicating that the notice calling this meeting with accompanying information circular and form of proxy were mailed or delivered to shareholders on April 25, 2026. Those materials were also filed on the company's SEDAR+ profile and posted to the company's website the same day. Accordingly, with the consent of the meeting, the reading of the notice of the meeting will be dispensed with, and I request the secretary to keep a copy of the notice of the meeting and proof of service with the minutes of this meeting. With due notice having been given and a quorum being present, I declare that this Special and Annual General Meeting of Shareholders of Centaurus Energy, Inc. has been duly called is properly constituted for the transaction of business. As the first matter of formal business, I table at this meeting the financial statements of the company for fiscal year ended December 31, 2025, and the report of the auditors thereon. With the consent of the meeting, the reading of such statements and report will be dispensed with. I do not propose to ask shareholders to approve the financial statements tabled. However, I will be pleased to receive any questions concerning the financial statements after the formal part of the meeting is terminated. For the next item of business, we are seeking shareholder approval fixing the number of directors to be elected and to hold office until the next Annual General Meeting or until their successors are elected or appointed at 3. May I ask for someone to move a motion to approve the resolution.

William Schubin. I move to approve.

Mr. Chairman, my name is Elliot Schubin. I'm shareholder of Centaurus Energy, and I second the motion.

The motion is now open for discussion. Seeing no hands. You have heard the motion. And if there is no further discussion, we will proceed with the vote. As the management proxy holders, I will be starting by stating that 126,867 proxy votes have been cast for the resolution and 2,132 votes have been cast against. All those in favor of the motion, please use the raise hand button and I will call upon you to cast your vote. [Voting]

All those opposed to the motion, please use the hands -- the raise hand button, and I will call upon you to cast your vote. [Voting]

Seeing no hands. I declare the resolution carried. And a number of directors fixed at 3. We will now proceed with the election of directors. I will now receive nominations for the election of 3 directors from Elliott Schubin.

Mr. Chairman, my name is Elliot Schubin. I'm a shareholder of Centaurus Energy. I nominate the following individuals for election as directors of Centaurus Energy, Inc. to hold office until the close of the next Annual Meeting of Shareholders or until their successors are elected or replanted. David D. Tawil, [ Steven ] Balsam, William Schubin.

Thank you. Are there any further nominations? Hearing none, I shall with the consent of the intent declare the nominations closed. I will ask William Schubin to move and Elliot Schubin to second the resolution to elect those nominated as directors.

I move to approve, this is William Schubin.

Mr. Chairman, my name is Schubin, I'm a shareholder of Centaurus Energy, and I second the motion.

You have heard the motion and if there are no -- if there is no discussion, we will proceed with the vote as the management proxy holders, I will start by saying that 125,383 proxy votes have been cast for myself, David Tawil, and 3,616 have been withheld, 125,356 proxy have been cast for Steven Balsam, and 2,643 withheld, and 126,356 proxy volts have been cast for Williams Schubin and 2,643 have been withheld. All those in favor of the motion, please use the raise hand in, and I will call upon you to cast your vote. [Voting]

Seeing no hands, I will ask that all of those oppose the motion or the appointment of any specific director, please use the raise hand and I will call upon you to cast your vote. [Voting]

Seeing no hands. I declare the resolution carried, and that was nominated to be duly elected directors of Centaurus Energy to hold office until the close of the next Annual Meeting of Shareholders or until their successors are elected or appointed. The next item of business is the reappointment of McGovern Hurley LLP, Chartered Professional Accountants as the company's auditors for the fiscal year at a remuneration to be fixed by the directors. I will ask William Schubin to move and Elliot Schubin to second the resolution reappointing the auditors for the current year.

This is William Schubin, I move to reappoint our auditors for the current year.

Mr. Chairman, my name is Elliot Schubin. I'm a shareholder of Centaurus Energy, and I second the motion.

You have heard the motion. And if there is no discussion, we will proceed to vote. As a management proxy holders, I will start by stating that 126,999 proxy votes have been cast for the auditor. And 2,000 have been withheld. All those in favor of the motion, please use the raise hand button and I will call upon you to cast your vote. [Voting]

Seeing no hands. All those oppose the motion, please use the raise hand button. I will call upon you to cast your vote. [Voting]

Seeing no hands, I declare the resolution carried in the Govern Hurley LLP chartered professional accountants to be appointed as the company's orders for the fiscal year at a remuneration to be fixed by the directors. The next order of business is seeking shareholder approval for the renewal of the stock option plan, as more particularly described in the information circular. The full text of this resolution can be found on Pages 22 and 23 of the information circular. The full text of the stock option plan can also be found attached as Schedule B to the information circular. I'll ask William Schubin to move and Elliot Schubin to second the resolution, improving the stock option plan. The proposed resolution requires the approval of a majority of though it's cast by shareholders of voting shares in the capital of the company that carry a right to vote. Mr. William Schubin?

This is William Schubin. I move to approve our stock option plan.

Mr. Chairman, my name is Elliot Schubin. I'm a shareholder of Centaurus Energy, and I second the motion.

You've heard the motion and if there is no discussion, we will proceed with the vote. As the appointed management proxy holder, I will start by saying that 126,713 proxy votes have been cast for the resolution and 2,286 have been cast against it. All those in favor of the motion, please use the raise hand by call upon you to cast your vote. [Voting]

Seeing no hands. All those oppose the motion, please use the raise hand button and I will call upon you to cast your vote. [Voting]

I declare the resolution carried in the stock option plan reapproved. Unless there is any other formal discussion to be considered, I will now entertain a motion to terminate this meeting. William Schubin, will you please move to terminate the meeting?

I propose we terminate the meeting and adjourn.

Mr. Chairman, my name is Elliot Schubin. I'm a shareholder of Centaurus Energy, and I second the motion.

You have heard the motion and if there is no discussion, we'll proceed with the vote. All those in favor of the motion, please use the raise hand button. I will call upon you to cast your vote. [Voting]

Seeing no hands, all those and motion, please use the raise hand by I will call upon you to cast your vote. [Voting]

I declare seeing no hands, I declare the motion carried and the meeting terminated. Thank you. I will now open the floor to any questions from shareholders. Please go ahead and use the raise hand function and I will call upon you to ask any questions of management. Seeing no hands raised, I will go ahead and terminate the informal portion of this meeting. Thank you all for attending. And as always, if you have any questions, feel free to reach out directly to myself. Thank you all for participating. Have a good day.