Mr. Kevin Johnson reports

GEAR ENERGY LTD. REITERATES VOTING INSTRUCTIONS FOR SHAREHOLDER MEETING AND ANNOUNCES LEADING PROXY ADVISOR RECOMMENDS VOTING FOR ARRANGEMENT

Gear Energy Ltd. has reiterated instructions to shareholders of Gear on how to vote their Gear common shares for the previously announced plan of arrangement, pursuant to which a large publicly traded company will acquire Gear, including all of its heavy oil assets (other than its Tucker Lake property), for $110-million in cash (subject to adjustments) and Gear will transfer all of Gear's other property and assets, which includes its light oil assets in central Alberta, southeast Saskatchewan and Tucker Lake, to a newly formed entity, Lotus Creek Exploration Inc., which will be owned by the former Gear shareholders following the closing of the arrangement. In addition, Gear is pleased to announce that leading independent proxy adviser, Institutional Shareholder Services Inc. (ISS), has issued a recommendation that Gear shareholders vote for the arrangement.

Voting instructions

Gear's management information circular and proxy statement, together with all other meeting materials, were mailed to Gear shareholders on Jan. 13, 2025. All Gear shareholders should have received their physical circular and other meeting materials; however, if you have not received the circular you can access the circular on Gear's website and the circular and all other meeting materials can be accessed on Gear's profile on SEDAR+. Whether or not you have received the physical mailing of the circular and other meeting materials, you can still vote your Gear shares.

If you hold your Gear shares in a brokerage account (including in a direct investing or other discount brokerage or trading account), and are therefore a "beneficial shareholder," you should contact your broker (or help line for a direct investing or other discount brokerage or trading account) who can provide you with a 16-digit control number which can be used to vote. Once you have received your control number you can vote on-line or by phone at 1-800-474-7493 (Canada) or 1-800-454-8683 (United States).

If you do not hold your Gear shares in a brokerage account and instead hold them directly in your own name (in which case you would have a physical share certificate or a direct registration system statement), and are therefore a registered shareholder you can contact Gear's transfer agent, Odyssey Trust Company, by phone at 1-888-290-1175 (U.S. and Canada toll-free) or by e-mail at shareholders@odysseytrust.com who can provide you with a 12-digit control number which can be used to vote on-line.

The deadline for Gear shareholders to vote is Thursday, Jan. 30, 2025, at 10 a.m. (Calgary time). In order to be valid and acted upon at the meeting, your proxy or voting instructions must be received prior to this time. Gear has the right to accept late proxies and waive the proxy cutoff, with or without notice.

The board of directors of Gear unanimously recommends that Gear shareholders vote for the arrangement.

Election

Gear shareholders can elect to receive:

• 60.7 cents in cash per Gear share;
• 0.3035 of a share of Lotus Creek;
• Or a combination thereof.

There is only $80-million and 40 million Lotus Creek shares available for distribution to Gear shareholders pursuant to the arrangement and, as a result, if more Gear shareholders have elected to receive (i) cash than the cash available; or (ii) Lotus Creek shares than the Lotus Creek shares available, then the cash and/or Lotus Creek shares will be adjusted on a proportionate basis (including for Gear shareholders who have elected (or are deemed to have elected) to receive a combination of cash and Newco shares). As a result, even if you elected to receive 100-per-cent cash you may receive some Lotus Creek shares or if you have elected to receive 100-per-cent Lotus Creek shares you may receive some cash.

If you are a beneficial shareholder, you can only make your election through your broker or otherwise through your trading account. If your broker or administrator of your brokerage or trading account has not contacted you about your election, contact your broker (or help line for a direct investing or other discount brokerage or trading account).

Registered shareholders should have received a letter of transmittal and election form from Odyssey Trust Company with the circular, which can be used to make your election. If you are a registered shareholder and have not received your letter of transmittal and election form, contact Odyssey Trust Company by phone at 1-888-290-1175 or by e-mail at corp.actions@odysseytrust.com.

The deadline for making elections is 4:30 p.m. (Calgary time) on Jan. 30, 2025 (this deadline may be earlier for beneficial shareholders). If you do not make an election, you will receive the cash consideration for 50 per cent of your Gear shares and Lotus Creek shares for 50 per cent of your Gear shares; provided that as indicated above there may be an adjustment to the cash and Lotus Creek shares you receive based on the maximum cash and Lotus Creek shares available pursuant to the transaction.

Leading independent proxy advisor recommendations

Gear is also pleased to announce that leading independent proxy adviser, ISS, has issued a recommendation that Gear shareholders vote for the arrangement highlighting the positive features of the arrangement for Gear shareholders and the process undertaken by the Gear board in approving the transaction.

ISS also recommends that Gear shareholders vote for the other matters to be considered at the meeting including the approval of an option plan for Lotus Creek and a shareholder protection right plan for Lotus Creek.

As an independent proxy advisory firm, ISS has approximately 3,400 clients including many of the world's leading institutional investors who rely on ISS's objective and impartial analysis to make important voting decisions.

Further details regarding the transaction (including details regarding Lotus Creek), Lotus Creek option plan and Lotus Creek shareholder rights plan are included in the circular, which is available on Gear's website and on SEDAR+. All Gear shareholders are urged to read the circular as it contains additional important information concerning the transaction and the Lotus Creek assets.

The meeting of Gear shareholders to consider the arrangement, Lotus Creek option plan and Lotus Creek shareholder rights plan will be held at 2400, 525-8th Ave. S.W., Calgary, Alta., on Feb. 3, 2025, at 10 a.m. (Calgary time).

We seek Safe Harbor.