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CORPORATE GOVERNANCE

Date on which the following information was last updated: April 23, 2024

The Board is responsible for the governance of Southern Energy. The Board and Southern Energy’s management consider good corporate governance to be central to the effective and efficient operation of Southern Energy.

The Board is subject to and complies with the corporate governance requirements of the TSXV and applicable securities laws including, but not limited to NI 51-102, NI 52-110, NI 58-101 and TSXV Policy 3.1 – Directors, Officers, other Insiders and Personnel and Corporate Governance.

Southern Energy is not required to comply with the provisions of the UK Corporate Governance Code, issued from time to time by the Financial Reporting Council.

From Admission, the Company will continue to implement corporate governance practices and procedures consistent with those standards applied by public companies in Canada. These standards differ somewhat from those set out in the QCA Code. The Company complies with the QCA Code in all respects except as follows:

…….The Company posts on its website most (but not all) of the information required by the QCA Code to be posted. …….Such information is available on SEDAR or summarised in documents filed on SEDAR. Following the Admission Date, …….the Company intends to post or make available the required documents on its website.

…….The specific time commitments of the Directors are not disclosed and the plans for the evolution of the Company’s …….corporate governance framework is not disclosed.

The Directors are responsible for overseeing and embedding effective internal controls and promoting a culture of positive business and operational risk management including to ensure that proper accounting records are maintained, and that the financial and other information upon which business decisions are made, and which is issued for publication, is reliable and that the assets of Southern Energy are safeguarded.

Governance

…….Anti-Hedging

…….ABC Policy

…….Clawback

…….Code of Business Conduct and Ethics

…….Corporate Disclosure Policy

…….Diversity Policy

…….Whistleblower Policy

Committee Charters

…….Audit Committee Charter

…….Board of Directors Mandate

…….Corporate Governance and Compensation Committee Charter

…….Reserve, Health, Safety and Environment Charter

Position Descriptions

…….Chair of the Board of Directors Position Description

…….Chief Executive Officer Position Description