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Beyond Oil Ltd. Proxy Solicitation & Information Statement 2023

Apr 11, 2023

47038_rns_2023-04-11_9c83b5f8-d14f-4e94-b369-1a9055ac10fc.pdf

Proxy Solicitation & Information Statement

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BEYOND OIL LTD.

Security Class: Common Shares

FORM OF PROXY

Annual General & Special Meeting to be held on Wednesday, May 3, 2023

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided.

If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution overleaf. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

This proxy should be read in conjunction with the accompanying Management information Circular dated March 25, 2023 (the "Information Circular").

Proxies submitted must be received by 8:00AM, Pacific Time, on Monday, May 1, 2023, or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting.

VOTING METHODS
MAIL or HAND DELIVERY Endeavor Trust Corporation702 – 777 Hornby StreetVancouver, BC V6Z 1S4
FACSIMILE – 24 Hours a Day 604-559-8908
EMAIL [email protected]
ONLINE As listed on Form of Proxy or Voter Information Card

If you vote by FAX, EMAIL or On-Line, DO NOT mail back this proxy.

Voting by mail, fax or by email are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy.

BEYOND OIL LTD.

Appointment of Proxyholder

I/We, being holder(s) of Beyond Oil
Ltd. hereby appoint: Jonathan Or, CEO, OR
or, failing him, Robert Kiesman,
Director, or, failing him, Denise Pilla,
Corporate Secretary

Print the name of the person you are appointing if this person is someone other than the Management Nominee listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of Beyond Oil Ltd. to be held at 1150 - 777 Hornby Street, Vancouver, BC V6Z 1S4 on May 3, 2023, at 8:00AM, Pacific Time, and at any adjournment or postponement thereof (the "Meeting").

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Number of Directors For Against
The number of Directors shall be set to 7 (seven);
2. Election of Directors For Withhold
i) Dan Itzhaki
ii) Jonathan Or
iii) Robert Kiesman
iv) Hanadi Said
v) Dr. Gad Penini
vi) Erez Winner
vii) Pinhas Or
3. Appointment of Auditor For Withhold
To appoint BDO Ziv Haft as auditor of the Company for the ensuing year and to authorize the directorsof the Company to fix the remuneration of the auditor.
4. Approval of Omnibus Equity Incentive Plan For Against
To consider and, if thought advisable, to pass, with or without variation, an ordinary resolution to establishand approve the omnibus equity incentive plan, as more particularly described in the Corporation'sInformation Circular;
5. Approval of the Amendment to Deferred Purchase Price Agreement For Against
To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approvingan amendment to the Deferred Purchase Price Agreement, as more particularly described in theInformation Circular; and to act upon such other matters, including amendments to the foregoing, as mayproperly come before the Meeting;
6. Approval of Special Warrant Extension For Against
To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approvingthe extension of the expiry date of 2,241,324 warrants, as more particularly described in the InformationCircular;
7. Approval of Acquisition Warrant Extension For Against
To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving

the extension of the expiry date of 2,683,333 warrants, as more particularly described in the Information

Circular; and

BEYOND OIL LTD.

8. Other Matters For Against

To transact such further business as may properly come before the Meeting or any adjournment or postponement thereof.

□ □

Authorized Signature(s) – This section must be completed for your instructions to be executed.

Signature(s)

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Print Name(s) & Signing Capacity(ies), if applicable

Date (MM-DD-YY) THIS PROXY MUST BE DATED

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