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Arrow Exploration Corp. — Proxy Solicitation & Information Statement 2025
Aug 19, 2025
10428_rns_2025-08-19_c8c7a7bd-2c91-4e82-9625-ded40743b1ab.pdf
Proxy Solicitation & Information Statement
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ARROW EXPLORATION CORP.
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 24, 2025
NOTICE IS HEREBY GIVEN THAT an annual general and special meeting (the "Meeting") of holders ("Shareholders") of common shares ("Common Shares") of Arrow Exploration Corp. (the "Corporation") will be held on September 24, 2025 at 10:00 a.m. (Calgary time), and any and all adjournments or postponements thereof. The Meeting will be a hybrid Meeting, allowing participation both virtually via live audiocast (the "Audiocast") and in person. Registered Shareholders and duly appointed proxyholders (as defined in the Management Information Circular for the Meeting) can attend the Meeting at the offices of Gowling WLG (Canada) LLP located at Suite 1600, 421 7th Avenue SW, Calgary Alberta, T2P 4K9 or online at https://meetnow.global/M9NNRAS.
A user guide for attending the Meeting online is attached to this notice. Registered Shareholders and duly appointed proxyholders (as defined in the Management Information Circular for the Meeting) will have the opportunity to attend, ask questions and vote at the meeting either in person or online using Computershare Trust Company's virtual meeting platform. See Part I General Proxy-Related Information under "How to Participate / Vote at the Meeting" for additional information
The Meeting shall be held for the following purposes:
- to receive and consider the financial statements of the Corporation as at and for the year ended December 31, 2024 and the report of the independent auditors thereon;
- to fix the number of directors to be elected at the Meeting at five (5);
- to elect directors of the Corporation to hold office until the next annual meeting of Shareholders or until their successors are elected or appointed;
- to appoint Ernst & Young LLP, Chartered Professional Accountants, as independent auditors of the Corporation for the ensuing year, at a remuneration to be fixed by the board of directors;
- to consider, and if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the Corporation's rolling 10% stock option plan;
- to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement thereof.
Shareholders will receive a form of proxy or a voting instruction form in the mail, so that they can vote their Common Shares.
Registered Shareholders who are unable to attend the Meeting in person or online and wish to be represented by proxy are requested to date, sign and return the accompanying form of proxy in accordance with the instructions set forth in the accompanying management information circular dated August 12, 2025 ("Information Circular") and form of proxy. A form of proxy will not be valid unless it is deposited at the office of Computershare Trust Company of Canada either (i) by mail at 8th Floor, 100 University Ave, Toronto, ON M5J 2Y1; (ii) completed online at www.investorvote.com; or (iii) completed via telephone by calling 1-866-732-VOTE (8683), not later than 10:00 a.m. (Calgary time) on September 22, 2025 and not later than 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment(s) of the Meeting.
If you are a non-registered Shareholder, please complete and return the voting instruction form or other authorization form provided to you in accordance with the instructions provided. Failure to do so may result in your Common Shares not being eligible to be voted at the Meeting.
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The form of proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this "Notice of Meeting".
The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the Information Circular.
The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting is August 6, 2025 (the "Record Date").
The Corporation is using the "notice and access" procedures adopted by the Canadian Securities Administrators for the delivery of the Information Circular. The principal benefit of the notice and access procedure is that it reduces costs and the environmental impact of producing and distributing large quantities of paper documents. Shareholders who have consented to delivery of materials are receiving this Notice of Meeting in an electronic format.
ALL SHAREHOLDERS ARE STRONGLY ENCOURAGED TO VOTE PRIOR TO THE MEETING BY ANY OF THE MEANS DESCRIBED IN THE INFORMATION CIRCULAR.
All Shareholders should access and review all information contained in the Information Circular before voting.
DATED this 12 day of August, 2025.
BY ORDER OF THE BOARD OF DIRECTORS OF ARROW EXPLORATION CORP.
signed “Gage Jull”
Gage Jull
Chairman of the Board
Arrow Exploration Corp.
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