New Stratus Energy : F2025 Q3 MD&A

NEW STRATUS ENERGY INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025.

This Management's Discussion and Analysis (MD&A) is meant to help readers understand key operational and financial events that influenced the results of New Stratus Energy Inc. ("New Stratus", "NSE", "our", "we", or the "Company") for the three and nine months ended September 30, 2025.

This MD&A is dated November 28, 2025, and should be read with the Company's Non-Audited Financial Statements for the three and nine months ended September 30, 2025 and 2024. Additional information, including the Company's previous MD&A, and unaudited consolidated financial statements for the nine months ended September 30, 2025 and 2024, are available on SEDAR at https://www.sedarplus.ca. Information contained in the annual MD&A is not discussed in this MD&A if it remains substantially unchanged.

All dollar figures in this MD&A are expressed in Canadian dollars, unless otherwise stated.

TABLE OF CONTENTS

. PAGE

1. BUSINESS OVERVIEW 3
2. CORPORATE STRATEGY 3
3. CORPORATE HISTORY AND GENERAL DEVELOPMENT 3
4. CORPORATE PERFORMANCE 6
5. RESULTS OVERVIEW 6
6. OTHER EXPENSES AND INCOME 10
7. ASSETS AND LIABILITIES 11
8. ENVIRONMENT, SOCIAL AND GOVERNANCE 11
9. LIQUIDITY AND CAPITAL RESOURCES 12
10. SHARE CAPITAL 15

11 NON-GAAP AND OTHER FINANCIAL MEASUREMENTS 16

1. QUARTERLY INFORMATION 18
2. OUTLOOK 18
3. RISKS AND UNCERTANTIES 19
4. OFF-BALANCE SHEET ARRANGEMENTS 23
5. TRANSACTIONS WITH RELATED PARTIES 24
6. CRITICAL ACCOUNTING ESTIMATES 24
7. COMMITMENTS AND CONTINGENCIES 26
8. ADVISORY ON FORWARD-LOOKING STATEMENTS 30
9. GLOSSARY 28

1. BUSINESS OVERVIEW

   New Stratus Energy Inc. ("New Stratus", the "Company" or "NSE") is a Canadian publicly traded company domiciled in Canada which operations involve the acquisition, exploration, and development of oil and gas properties in Latin American countries and from January 14, 2022, to December 31, 2022, operated a production of oil and gas fields in Ecuador. The Company was incorporated on April 12, 2005, pursuant to the Business Corporations Act (Alberta) ("ABCA") and is a reporting issuer in Alberta, British Columbia, Ontario, and Saskatchewan. The common shares of the Company are listed on the TSX Venture Exchange under the trading symbol "NSE".

   Effective in 2022, the Company changed its fiscal year end from March 31st.to December 31st.to align with the year-end of comparative companies and its subsidiaries, which operate on a calendar year basis.

   The Company's registered office is 1500, 850 2nd Street S.W., Calgary, Alberta. Canada,

   The Company has subsidiaries in Ecuador, Spain, Colombia, and Mexico, and active operations are focused on Mexico.

   Additional information related to the Company and factors that could affect the Company's operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website at https://www.sedarplus.ca

2. CORPORATE STRATEGY

   Management's objective is to establish a production of approximately 50,000 bbl/d, within three to five years. This strategy involves the acquisition of production up to 15,000 bbl/d, and the utilization of management expertise to improve and grow acquired production organically.

   NSE's strategy focuses mainly on Latin America and recently the Company is evaluating additional opportunities in Brazil, Ecuador, Colombia, Peru and Mexico.

3. CORPORATE HISTORY AND GENERAL DEVELOPMENT

Brazil:

On October 20, 2025, NSE announced the signing of the definitive farm-out agreement ("FOA") with Vultur Oil ("Vultur"), to develop the Concession Contracts (as defined below) located in the State of Bahia, Brazil.

The Concession Contracts comprise two areas for the exploration, development and production of oil and gas, being: (i) N° 48610.010812/2015-04 issued by the National Agency of Petroleum, Natural Gas and Biofuels of Brazil ("ANP") dated December 23, 2015, over a block known as REC-T-108 (the "108 Contract"); and (ii) N° 48610.005425/2013-86 issued by the ANP dated August 30, 2013, over a block known as REC-T-107 (the "107 Contract" and together with the 108 Contract, the "Concession Contracts"). Vultur holds a 100% working interest in the Concession Contracts. The Concession Contracts are located in the Reconcavo Basin, located onshore, in the State of Bahia in eastern Brazil. The Concession Contracts

are adjacent to the Araças field which is owned and operated by Petróleo Brasileiro S.A. ("Petrobras"), the state-owned oil company of Brazil. The three main reservoirs in the basin are the Candeias, the Agua Grande and the Sergi. Since 2012, Petrobras has produced over 5.9 million barrels of oil equivalent (boe) (3.6 million barrels of oil and over 375 million cubic meters of natural gas) from the Araças field.

In accordance with the terms of the FOA, NSE and Vultur (the "Joint Partners") have executed a definitive agreement providing for, among other things, the assignment and transfer to NSE of up to a thirty-two point five percent (32.5%) working interest in the Concession Contracts (the "NSE Working Interest"); and will now finalize a joint operating agreement (the "JOA") for the development of the Concession Contracts. Vultur will now submit the assignment approval application to ANPto permit the investment by NSE. With approval, which is expected by the end of 2025, closing of the deal will occur (the "Closing") and the initial fifteen percent (15%) working interest will be transferred to NSE. The remaining seventeen-point five percent (17.5%) working interest being transferred on completion of the Second Stage Investment (as defined below). Upon earning its working interest in the Blocks, NSE will participate in proportion to its working interest in any net proceeds from any operations and other income related thereto. Direct capital investments and operational costs are to be borne by the Joint Partners in proportion to their respective working interest in the Concession Contracts. As exclusive and final consideration for the transactions contemplated by the FOA, NSE will be responsible for the following:

1. At Closing, funding of five million US Dollars (US$5,000,000), which will be used to develop a horizontal re-entry well in the existing GOP well and/or a step-out of the current discovery well at GREN (the "First Stage Investment"). The completion of such well or intervention is estimated within 180 days from Closing (the "First Stage Activities"); and

2. Within 180 days from completion of the First Stage Activities, funding an additional amount of five million US Dollars (US$5,000,000), which will be used for drilling of new lateral wells out of either the GREN or GOP wells (the "Second Stage Investment").

Mexico:

On May 14, 2024, NSE entered into definitive agreements (the "Definitive Agreements") with an arm's-length vendor for the acquisition of an initial 49% equity interest in Operaciones Petroleras Soledad S. de

R.L. de C.V. ("OPS"), a private Mexican oil & gas company, with the exclusive right for New Stratus to negotiate the purchase of up to an additional 41% of the equity interest in OPS, as described in further detail below (the "Acquisition").

OPS is the third-party contractor and operator of a hydrocarbons production contract awarded by Pemex Exploracion y Produccion, S.A. de C.V. ("PEP"), a subsidiary of Petroleos Mexicanos the Mexican national oil company, on the Soledad block ("Soledad Block") located in the State of Veracruz in eastern Mexico (the "O&G Contract").

The acquisition of OPS has been structured into two tranches.

The first tranche, which closed on September 27, 2024, involved the purchase by New Stratus of an initial 49% equity interest in OPS. As consideration for this tranche, New Stratus (i) paid the vendor a fixed amount of US$2 million at closing; (ii) committed to fund capital and, in certain cases, operational expenditures for OPS over the next two years under the O&G Contract, totaling US$15 million for the first year (fully advanced as of December 31, 2024) and US$30 million for the next wo years (the

"Commitment"); and assumed 49% of the abandonment obligations to be fulfilled by the end of the O&G Contract in 2039, with an estimated net obligation to New Stratus of US$9.95 million. The Commitment will be reimbursed by OPS using cashflow from operations.

According to the terms of the Definitive Agreements, effective May 1, 2024, New Stratus is entitled to the economic benefits, including production revenues and cash flows, associated with holding a 49% equity interest in OPS, with these entitlements accruing in advance of the first tranche closing. With the signing of the first tranche of the Acquisition, NSE has nominated one director to the board of directors of OPS, has filled a number of technical and managerial positions of OPS, and will nominate a member of OPS in the operating committee of the O&G Contract.

The second tranche involves the purchase by NSE of up to an additional 41% of the equity interest of OPS under terms to be negotiated, based on the results of operations on the field. For six months after completion of the two-year Commitment, New Stratus will have the right of exclusivity, a right of first offer and a first right of refusal, subject to regulatory approval, to negotiate the second tranche of the Acquisition.

OPS has been operating the O&G Contract at the Soledad Block awarded by PEP since 2013. On May 1, 2024, and with an effective date of May 1, 2024, the O&G Contract was amended to, among other things, extend its term until 2039, with a possible additional 10-year extension, and to include a profit-sharing remuneration structure for OPS based on revenues minus royalties, special taxes and irreducible costs. Under current pricing and based on current royalty rates and tax rates, the profit participation for OPS under the O&G Contract is 88.23%. Gross current production for the Soledad Block is approximately 2,163 boe/d. Additionally, this amended O&G Contract provides economic incentive for additional investment in the Soledad Block which is expected to materially increase production. The new development plan approved by PEP calls for 42 workover wells, 12 deviated wells and 4 horizontal wells during the first two years, which will be funded through the Commitment.

Venezuela:

On January 2, 2024, New Stratus announced the acquisition, through its wholly owned subsidiary Desarrolladora de Oriente Oil & Gas, Ltd ("DOOG"), of a 50% indirect interest in GoldPillar International Fund SPC Ltd. ("GoldPillar"), a private entity organized and existing under laws of the British Virgin Islands, which has acquired a 40% equity participation in a joint venture company, Petrolera Vencupet,

S.A. ("Vencupet"), which holds the oil production rights for the fields named "Adas," "Lido," "Limon," "Leona", "Oficina Norte" and "Oficina Central" all located onshore in the Anzoategui and Monagas States in Eastern Venezuela (the "Fields"). Petroleos de Venezuela S.A. ("PDVSA"), the Venezuelan national oil company, through its subsidiary Corporacion Venezolana de Petroleo S.A., owns the remaining 60% of the share capital of Vencupet.

On May 23, 2024 and May 27, 2024, the Company executed all the documentation to recognize the investment in GoldPillar, effective retroactively to January 1, 2024. Pursuant to this documentation, the Company modified its original 50% interest in GoldPillar down to 49%. At the same time, GoldPillar (i) carved out its interest and capital share from the Zenith, the general contractor entity that will provide technical assistance services to Vencupet, and (ii) executed a financing, operating, and logistics agreement with this contractor.