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Birchcliff Energy Ltd. AGM Information 2021

Mar 31, 2021

45554_rns_2021-03-31_59324093-3925-4127-81d6-2d749a400424.pdf

AGM Information

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BIRCHCLIFF ENERGY LTD .

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual meeting (the “ Meeting ”) of the holders (“ Shareholders ”) of common shares (“ Common Shares ”) of Birchcliff Energy Ltd. (the “ Corporation ”) will be held at 3:00 p.m. (Mountain Daylight Time) on Thursday, May 13, 2021 in a virtual-only format that will be conducted via live audio webcast accessible online at https://web.lumiagm.com/245051871, password “birchcliff2021” (case sensitive), for the following purposes:

  1. to receive the audited financial statements of the Corporation for the financial year ended December 31, 2020 and the auditors’ report thereon;

  2. to fix the number of directors of the Corporation to be elected at the Meeting at five;

  3. to elect the directors of the Corporation;

  4. to appoint the auditors of the Corporation and to authorize the board of directors of the Corporation to fix their remuneration as such; and

  5. to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the information circular accompanying this notice (the “Information Circular ”).

Due to the unprecedented public health impact of the COVID-19 pandemic and in accordance with the recommendations of Canadian public health officials not to hold large public gatherings, the Meeting will be held in a virtual-only format conducted via live audio webcast. Birchcliff’s directors and management believe this format will provide Shareholders an opportunity to attend the Meeting given ongoing restrictions on travel and public gatherings and mitigate the health and safety risks to Shareholders, employees, other stakeholders and the community. While registered Shareholders and duly appointed proxyholders will not be able to physically attend the Meeting, they will have an opportunity to vote on the matters put before the Meeting and ask questions, regardless of their geographic location. Non-registered (beneficial) Shareholders who have not duly appointed themselves as proxyholders may still attend the Meeting as guests. Guests will be able to login and listen to the proceedings of the Meeting but will not be able to vote. Detailed instructions about how to attend and vote at the Meeting can be found in the Information Circular.

Registered Shareholders may virtually attend the Meeting or may be represented by proxy. Registered Shareholders who are unable to virtually attend the Meeting or any adjournment or postponement thereof are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment or postponement thereof. To be effective, the enclosed form of proxy must be dated, signed and deposited with the Corporation’s registrar and transfer agent, Computershare Trust Company of Canada: (i) by mail using the enclosed return envelope or one addressed to Computershare Trust Company of Canada, Attention: Proxy Department, 8[th] Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1; (ii) by hand delivery to Computershare Trust Company of Canada, Attention: Proxy Department, 8[th] Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1; or (iii) by facsimile to 1-866-249-7775 (within Canada and the United States) or (416) 263-9524 (outside Canada and the United States). Registered Shareholders may also use the internet at www.investorvote.com or the telephone at 1-866-732-8683 to vote their Common Shares. Registered Shareholders voting through the internet or by telephone will be prompted to enter the 15-digit control number found on the form of proxy. In order to be valid and acted upon at the Meeting, proxies and votes must be received by Computershare Trust Company of Canada no later than 3:00 p.m. (Mountain Daylight Time) on Tuesday, May 11, 2021, or if the Meeting

is adjourned or postponed, at least 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjourned or postponed Meeting.

Only Shareholders of record as of the close of business on March 24, 2021 (the “ Record Date ”) are entitled to receive notice of and to vote at the Meeting, provided that if a Shareholder has transferred the ownership of any of his or her Common Shares after the Record Date and the transferee of those Common Shares produces properly endorsed Common Share certificates or otherwise establishes that he or she owns the Common Shares and demands, not later than 10 days before the Meeting, that his or her name be included in the list of Shareholders before the Meeting, then the transferee shall be entitled to vote such Common Shares at the Meeting.

DATED at the City of Calgary, in the Province of Alberta, this 24[th] day of March, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “ A. Jeffery Tonken

President, Chief Executive Officer and Chairman of the Board of Directors

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