Falcon Oil & Gas : 2024 Management Information Circular

Management Information Circular

For the Annual General and Special Meeting of Shareholders to be held on 18 June 2024

9 May 2024

Falcon Oil & Gas Ltd.

Invitation to Shareholders

Dear Shareholder,

On behalf of the board of directors, management and employees, we invite you to attend Falcon Oil & Gas Ltd.'s Annual General and Special Meeting of Shareholders on 18 June 2024 (the "Meeting").

The items of business to be considered at this Meeting are described in the Notice of the Annual General and Special Meeting, and the Management Information Circular.

Your vote is important regardless of the number of common shares in the Corporation ("Common Shares") you own. If you are a registered shareholder and are unable to attend in person, we request you to complete the enclosed management form of proxy and return it using any one of the methods described on the form of proxy by no later than 11:00 a.m. (Toronto time) on Thursday, 13 June 2024. If you hold your Common Shares through a broker or an intermediary, we request you to complete the applicable voting instruction form or provide your voting instructions by other acceptable methods.

During the Meeting, we will review our business during the year ended 31 December 2023, progress to date during 2024 and plans for the future. You will also have an opportunity to ask questions and to meet directors and officers.

We look forward to your participation at the Meeting.

Sincerely,

(Signed)

Joe Nally

Chairman of the Board of Directors

Falcon Oil & Gas Ltd.

Notice of Annual General and Special Meeting of Shareholders

Notice is hereby given that the annual general and special meeting (the "Meeting") of shareholders of Falcon Oil & Gas Ltd. (the "Corporation") will be held at the Conrad Hotel, Earlsfort Terrace, Dublin 2, Ireland on 18 June 2024 at 11:00 a.m. (Dublin time), for the following purposes:

1. To receive the audited annual consolidated financial statements of the Corporation for the year ended 31 December 2023 and the report of the auditors thereon.
2. To elect the directors for the ensuing year.
3. To appoint the auditors and to authorise the directors to fix their remuneration.
4. To consider, and if deemed advisable, to pass a resolution approving the Corporation's stock option plan.
5. To transact such other business as may properly come before the Meeting or any adjournment thereof.

Shareholders of record at the close of business on 9 May 2024, will be entitled to notice of the Meeting and to vote at the Meeting.

A detailed description of the matters to be acted upon at the Meeting is set forth in the accompanying management information circular of the Corporation dated 9 May 2024 (the "Information Circular").

Copies of:

1. this Notice of Annual General and Special Meeting of Shareholders;
2. the Information Circular; and
3. a management form of proxy and instructions in relation thereto (the "Management Proxy")

may be obtained at the following office: Falcon Oil & Gas Ltd., 68 Merrion Square South, Dublin 2, Ireland, or will be sent to a shareholder without charge upon request by e-mailing [e-mail].

It is important that the Information Circular and Management Proxy are read carefully. They contain important information with respect to voting and attending and participating at the Meeting. Beneficial shareholders (being shareholders who hold their shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will not be able to vote or participate at the Meeting.

Dated 9 May 2024

By Order of the Board of Directors

(Signed)

Joe Nally

Chairman of the Board of Directors

NOTE: If you are the holder of common shares in the capital of the Corporation ("Common Shares"), kindly fill in, date, sign and return, the enclosed Management Proxy in respect of the Common Shares owned by you to the offices of Computershare Investor Services Inc., Proxy Department, (i) by mail using the enclosed return envelope or (ii) by hand delivery to Computershare, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, so as not to arrive later than 11:00 a.m. (Toronto time) on Thursday, 13 June 2024. Registered shareholders may also vote by telephone or over the internet. Instructions on how to vote by telephone or over the internet are provided in the Information Circular and Management Proxy enclosed. Non-registered shareholders should follow the instructions on how to complete their voting instruction form or form of proxy and vote their shares on the Management forms that they receive or contact their broker, trustee, financial institution or other nominee.

Falcon Oil & Gas Ltd. Management Information Circular

For the Annual General and Special Meeting of Shareholders to be held on 18 June 2024 Falcon Oil & Gas Ltd.

Management Information Circular

This management information circular (the "Information Circular") is furnished in connection with the solicitation by management ("Management") of Falcon Oil & Gas Ltd. (the "Corporation"), of proxies to be used at the annual general and special meeting (the "Meeting") of shareholders of the Corporation (each a "Shareholder" and collectively, the "Shareholders") to be held at the Conrad Hotel, Earlsfort Terrace, Dublin 2, Ireland on 18 June 2024 at 11:00 a.m. (Dublin time), for the purposes set forth in the accompanying notice of annual general and special meeting of shareholders (the "Notice"). Except as otherwise indicated, information herein is given as at 9 May 2024.

In this Information Circular, all references to dollar amounts are to United States dollars, unless otherwise specified.

Solicitation of proxies

It is expected that the solicitation of proxies will be primarily by mail, but proxies may also be solicited by employees or agents of the Corporation, personally, in writing, by e-mail or by telephone. The cost of any such solicitation will be borne by the Corporation.

This Information Circular solicits Management Proxies (as defined below), voting for the resolutions as outlined herein.

Appointment and revocation of proxies

The persons named in the enclosed management form of proxy ("Management Proxy") are directors or officers of the Corporation. Registered Shareholders (a "Registered Shareholder") have the right to appoint a person to attend and act for him, her or it and on his, her or its behalf at the Meeting other than the persons named above. Such right may be exercised by inserting in the blank space provided the name of the person to be appointed, who need not be a Shareholder, or by completing another proper form of proxy. In either case, as a Registered Shareholder you can choose from three different ways to vote your common shares in the Corporation ("Common Shares") by Management Proxy. A proxy will not be valid unless it is deposited with our transfer agent Computershare,

1. by mail using the enclosed return envelope or (ii) by hand delivery to Computershare, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1. Alternatively, you may vote by telephone at 1-866-732-VOTE (8683) (toll free within North America) or 1-312-588-4290 (outside North America), or by internet using the 15 digit control number located at the bottom of your proxy at www.investorvote.com. All instructions are listed in the enclosed form of proxy. Your proxy or voting instructions must be received in each case no later than 11:00 a.m. (Toronto time) on Thursday 13 June 2024 or, if the Meeting is adjourned, 48 hours (excluding Saturdays and holidays) before the beginning of any adjournment of the Meeting

In addition to revocation in any other manner permitted by law, a Management Proxy may be revoked by (a) completing and signing a proxy bearing a later date and depositing it with Computershare, on behalf of the Corporation; (b) by telephone (toll free) at 1-866-732-VOTE (8683) or international direct dial 1-312-588-4290; or (c) on the Internet at www.investorvote.comprovided it is received no later than 11:00 a.m. (Toronto time) on Thursday 13 June 2024 or, if the Meeting is adjourned, not later than 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting. In addition, and notwithstanding the foregoing, a Management Proxy may be revoked by providing an instrument in writing to the chair of the Meeting, at the Meeting or any adjournment thereof.

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Falcon Oil & Gas Ltd. Management Information Circular

For the Annual General and Special Meeting of Shareholders to be held on 18 June 2024

Exercise of discretion by proxies

The persons named in the Management Proxy will vote for, withhold from voting or vote against, as the case may be, the Common Shares in respect of which he is appointed as proxy in accordance with the direction of the Shareholder appointing him. In the event that a Shareholder does not specify in his, her or its instrument of proxy that the named Management Proxy is required to vote for, to withhold from voting or vote against, as applicable, in respect of the matters to be considered at the Meeting, the Common Shares represented by such proxy shall be voted FOR each of the matters referred to therein.

The Management Proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice and with respect to other matters which may properly come before the Meeting. At the time of printing this Information Circular, neither Management nor the directors of the Corporation (each a "Director" and collectively, the "Directors") are aware of any amendments, variations or other matters intended to come before the Meeting other than those items of business set forth in the attached Notice. However, if any such amendment, variation or other matter properly comes before the Meeting, it is the intention of the persons named in the Management Proxy to vote on such other business in accordance with his/her judgment.

Information for beneficial holders of securities

Information set forth in this section is important to persons other than Registered Shareholders. Only Registered Shareholders, or the persons they appoint as their proxies, are permitted to attend and vote at the Meeting. However, in many cases, Common Shares beneficially owned by a non-Registered Shareholder (a "Beneficial Shareholder") are registered either:

1. in the name of an intermediary that the Beneficial Shareholder deals with in respect of the Common Shares. Intermediaries include banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans; or
2. in the name of a depository (such as The Canadian Depository for Securities Limited ("CDS") or Computershare Company Nominees Limited ("CCNL")).

In accordance with Canadian securities law, the Corporation has distributed copies of the Notice, this Information Circular and the Management Proxy (collectively, the "Meeting Materials") to CDS, CCNL and intermediaries for onward distribution to Beneficial Shareholders. Intermediaries are required to forward the Meeting Materials to Beneficial Shareholders unless a Beneficial Shareholder has waived the right to receive them.

Applicable regulatory policy in Canada requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every broker or other intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Beneficial Shareholders will receive either a Management voting instruction form or, less frequently, a Management Proxy. Often, the voting instruction form supplied to a Beneficial Shareholder by its broker is identical to that provided to Registered Shareholders. However, its purpose is limited to instructing the Registered Shareholder how to vote on behalf of the Beneficial Shareholder. Beneficial Shareholders should follow the procedures set out below, depending on which type of form they receive.

1. Management Voting Instruction Form. In most cases, a Beneficial Shareholder will receive, as part of the Meeting Materials, a management voting instruction form. If the Beneficial Shareholder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Beneficial Shareholder's behalf), the management voting instruction form must be completed, signed and returned in accordance with the directions on the form. If a Beneficial Shareholder wishes to attend and vote at the Meeting in person (or have another person attend and vote on the Beneficial Shareholder's behalf), the Beneficial Shareholder must complete, sign and return the management voting instruction form in accordance with the directions provided, indicating the name of the Beneficial Shareholder (or other person) that will attend the Meeting.
2. Management Proxy. Less frequently, a Beneficial Shareholder will receive, as part of the Meeting Materials, a form of proxy that has already been signed by the intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Beneficial Shareholder but which is otherwise uncompleted. If the Beneficial Shareholder does not wish to attend the Meeting in person (or have another person attend and vote on the Beneficial Shareholder's behalf), the Beneficial Shareholder must complete the Management Proxy and deposit it with Computershare, Proxy Department, by mail to 135 West Beaver Creek, P.O. Box 300, Richmond Hill,

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Falcon Oil & Gas Ltd. Management Information Circular

For the Annual General and Special Meeting of Shareholders to be held on 18 June 2024

Ontario, Canada L4B 4R5, or by hand at 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1, on behalf of the Corporation, so as not to arrive later than 11:00 a.m. (Toronto time) on Thursday, 13 June 2024. If a Beneficial Shareholder wishes to attend the Meeting in person and vote (or have another person attend and vote on the Beneficial Shareholder's behalf), the Beneficial Shareholder must strike out the names of the persons named in the Management Proxy, which has been signed by the intermediary (typically by a facsimile, stamped signature) and insert the Beneficial Shareholder's (or such other person's) name in the blank space provided and return to Computershare as described above.

Most brokers now delegate responsibility for obtaining instructions from clients (i.e. Beneficial Shareholders) to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge typically mails voting instruction forms or proxy forms, to the Beneficial Shareholders and asks Beneficial Shareholders to return the proxy forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions representing the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form or proxy form from Broadridge, cannot use that voting instruction form or proxy form to vote Common Shares directly at the Meeting. A voting instruction form or proxy form must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted.

Although Beneficial Shareholders may not be recognised directly at the Meeting for the purposes of voting Common Shares registered in the name of their broker or other intermediary, a Beneficial Shareholder may attend at the Meeting as proxyholder for the Registered Shareholder and vote their Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their own Common Shares as proxyholder for the Registered Shareholder should enter their own names in the blank space on the voting instruction form or form of proxy provided to them and return the same to their broker or other intermediary (or the agent of such broker or other intermediary) in accordance with the instructions provided by such broker, intermediary or agent well in advance of the Meeting in order to have the Common Shares voted.

CCNL Depositary interests

Holders of depositary interests (the "Depositary Interests") shall be invited to attend the Meeting by CCNL in its capacity as custodian for the Depositary Interests and on behalf of the Corporation. If you are a holder of Depositary Interests in the Corporation, please fill in the form of instruction (the "Form of Instruction") and return the completed Form of Instruction to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom no later than 11:00 am (Dublin time) on 12 June 2024. The completion and return of the Form of Instruction will not preclude you from attending the Meeting and voting in person if you so wish. Should you wish to attend and/or vote at the Meeting please notify Computershare Investor Services PLC in writing at the address above or email ![e-mail]. In all cases, Beneficial Shareholders should carefully follow the instructions of their intermediary, including those regarding when, where and by what means the voting instruction form or proxy form must be delivered.

Alternatively, holders of Depositary Interests may register their voting instruction for the Meeting electronically. This can be done by either voting through the CREST system, or by accessing the website www.investorcentre.co.uk/eproxyoperated by Computershare Investor Services PLC, using the Control Number, PIN and Shareholder Reference Number set out on their Form of Instruction, where full details of the procedure are given.

To give an instruction via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 11:00 am (Dublin time) on 12 June 2024. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Corporation may treat as invalid an appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Non-Objecting Beneficial Owners

These meeting materials are being sent to both Registered Shareholders and Beneficial Shareholders. If you are a Beneficial Shareholder, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for: (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions or form of proxy delivered to you.

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Falcon Oil & Gas Ltd. Management Information Circular

For the Annual General and Special Meeting of Shareholders to be held on 18 June 2024

Voting securities and principal holders of voting securities

The record date for the determination of Shareholders entitled to receive notice of the Meeting has been fixed as the close of business on 9 May 2024 (the "Record Date"). As of the Record Date, 1,109,141,512 Common Shares, each carrying the right to one vote per Common Share at the Meeting, were issued and outstanding. The Corporation will prepare a list of holders of Common Shares as of such Record Date. Each Shareholder named in the list will be entitled to one vote per Common Share shown opposite his or her name on the said list.

To the knowledge of Management and the Directors, as at the date hereof, the only persons who beneficially own, directly or indirectly, or exercise control or direction over, more than ten percent (10%) of the issued and outstanding Common Shares are as follows:

	Number of Common Shares Owned
	(Percentage of Class and Type of Ownership)
Name	Common Shares(1)	Percentage of Voting Rights(2)
Lamesa Holdings S.A. (3)	157,083,634	14.16%
Sheffield Holdings, LP	116,386,398	10.49%

Notes:

1. The number of Common Shares stated to be held by the foregoing Shareholder is based upon information available on the public record.
2. The percentage of voting rights calculations stated above are based on 1,109,141,512 Common Shares outstanding, which number represents the number of issued and outstanding Common Shares on the Record Date.
3. As reported to the Corporation.

The Corporation's major shareholder has the same voting rights per Common Share as all other shareholders.

Your vote is important regardless of the number of Common Shares you own. If you are a Registered Shareholder and are unable to attend the Meeting we request you to complete the enclosed Management Proxy and return it using any one of the methods described on the Management Proxy by no later than 11:00 a.m. (Toronto time) on Thursday, 13 June 2024. If you hold your Common Shares through a broker or an intermediary, we request you to complete the applicable voting instruction form / Form of Instruction or provide your voting instructions by other acceptable methods.

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Falcon Oil & Gas Ltd. Management Information Circular

For the Annual General and Special Meeting of Shareholders to be held on 18 June 2024

Matters to be acted upon at the meeting

Election of Directors

The articles of incorporation provide that the board of Directors (the "Board") of the Corporation consist of a minimum of three (3) Directors. At the Meeting it is proposed that five (5) directors be elected to hold office until the next annual meeting or until their successors are elected or appointed. There are presently five (5) directors of the Corporation, the term of each of which expires at the Meeting. The number of Directors of the Corporation has previously been set at five (5). The Board annually assesses the competence and skills of individuals and recommends nominees for election to the Board for consideration and approval. The nominees are, in the opinion of the Board, well qualified to act as Directors for the coming year. Each nominee has established their eligibility and willingness to serve as Director, if elected. Each duly elected Director will hold office until the next annual meeting of Shareholders or until a successor is duly elected, unless his or her office is earlier vacated in accordance with the articles of the Corporation.

Pursuant to the Advance Notice Policy adopted by the Board on December 15, 2014 and ratified at the Annual General and Special meeting of shareholders held on 9 December 2015, any additional director nominations for the Meeting must have been received by the Corporation in compliance with the Advance Notice Policy. If no such nominations were received by the Corporation prior to such date, Management's nominees for election as directors set forth below shall be the only nominees eligible to stand for election at the Meeting.

To the knowledge of the Corporation, no Director standing for election is, or has been in the last ten (10) years, a director or executive officer of an issuer that, while that person was acting in that capacity: (a) was the subject of a cease trade order or similar order or an order that denied the issuer access to any exemptions under Canadian securities legislation, for a period of more than thirty (30) consecutive days; (b) was subject to an event that resulted, after that person ceased to be a director or executive officer, in the issuer being the subject of a cease trade or similar order or an order that denied the issuer access to any exemption under Canadian securities legislation, for a period of more than thirty (30) consecutive days; or (c) while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

To the knowledge of the Corporation, in the past ten (10) years, no Director standing for election has become bankrupt, made a proposal under any legislation related to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the Director.

To the knowledge of the Corporation, no Director standing for election has been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for such Director.

The following chart of each Director standing for election sets out the names of each person proposed to be nominated for election as a Director; all other positions and offices with the Corporation; the date the person was elected as a Director; their principal occupations; other directorships; committee memberships in the Corporation; and the approximate number of securities of the Corporation, beneficially owned by each Director or over which he or she exercises control or direction as at the Record Date. The information relating to each Director having been subject to a cease trade order or bankruptcy, and each Director's shareholdings is not known by Management. All such information was provided to the Corporation by each Director respectively.

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Falcon Oil & Gas Ltd. Management Information Circular

For the Annual General and Special Meeting of Shareholders to be held on 18 June 2024

The persons named in the Management Proxy intend to vote FOR the election of the proposed nominees in the absence of directions to the contrary from the Shareholders appointing them. Management and the Board do not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the persons named in the Proxy reserve the right to vote for another nominee in their discretion.

Name &	Function	Date of	Number of securities	Principal occupation during the last
residence		appointment		held(4)	5 years
Joe Nally, Lagos,	Non-Executive	10 September	500,000	Common	Independent businessman
Portugal(1)(2)	Chairman	2021		Shares	Executive Director and Head of
					Natural Resources at Cenkos
					Securities PLC
Philip O'Quigley,	Executive	25 September	3,513,696	Common	CEO of Falcon Oil & Gas Ltd.
Dublin, Ireland	Director	2012		Shares
Anne Flynn,	Executive	2 May 2022	200,000	Common	CFO of Falcon Oil & Gas Ltd.
Dublin, Ireland	Director			Shares
Gregory Smith,	Non-Executive	22 December	1,220,000	Common	Chartered Professional Accountants of
Calgary, Alberta,	Director	2009		Shares	Alberta
Canada (1)(2)(3)					President of Oakridge Financial
					Management Inc.
					Director and officer of CanadaBis
					Capital Inc.
					Director and CFO of Maglin Site
					Furniture Inc.
					Director of Rhode & Liesenfeld
					Canada Inc.
Tom Layman,	Non-Executive	2 May 2022	1,783,760	Common	Geoscience Consultant,
Austin, Texas,	Director			Shares	Senior Vice President Geoscience of
USA (1)(2)(3)					Parsley Energy

Notes:

1. Member of the audit committee.
2. Member of the compensation committee.
3. Member of the reserves, health safety and environment committee.
4. Number of securities held has been provided by the individual directors. These numbers are as of the date of this information circular.

The enclosed form of proxy permits Shareholders to vote for each nominee on an individual basis.

The persons named in the Management Proxy intend to vote FOR each of the proposed nominees in the absence of directions to the contrary from the Shareholders appointing them. Management does not contemplate that any of such nominees will be unable to serve as directors. However, if for any reason, any of the proposed nominees do not stand for election or are unable to serve as such, proxies in favour of management designees will be voted for another nominee in their discretion unless the shareholder has specified in his, her or its proxy that his, her or its Common Shares are to be withheld from voting in the election of directors.

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Falcon Oil & Gas Ltd. Management Information Circular

For the Annual General and Special Meeting of Shareholders to be held on 18 June 2024

Appointment and Remuneration

of Auditors

Management recommends that BDO LLP of London, United Kingdom ("BDO") be appointed as the auditors of the Corporation by the Shareholders and the Shareholders authorise the Directors to fix the auditors' remuneration. Management is seeking the approval at the Meeting for BDO to be so appointed.

The Shareholders will be requested at the Meeting to pass the following resolution:

"IT IS HEREBY RESOLVED, THAT BDO LLP, Chartered Accountants, be appointed as the auditors of the Corporation, and the board of directors of the Corporation are hereby authorised to fix the remuneration of BDO LLP, Chartered Accountants."

The persons named in the Management Proxy intend to vote FOR the appointment of BDO as auditors of the Corporation until the next annual meeting of Shareholders, and authorizing the Directors to fix the remuneration of the auditors in the absence of directions to the contrary from the Shareholders appointing them.

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