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Centaurus Energy Inc. Proxy Solicitation & Information Statement 2026

Apr 24, 2026

45214_rns_2026-04-23_60c9cd89-eb9a-4681-81a7-d7f4bc2df2b0.pdf

Proxy Solicitation & Information Statement

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CENTAURUS

Have questions about this notice? Call this Toll Free to find out more:

Toll Free – +1 888-290-1175
International – +1 587-885-0960
[email protected]

Notice and Access Notification to Shareholders

Centaurus Energy Inc. (the "Company") has chosen to use notice and access for delivery of meeting materials to holders of its common shares. Under notice and access, shareholders still receive a proxy or voting instruction form enabling them to vote at the shareholders' meeting. However, instead of receiving a paper copy of the Company's notice of meeting and management information circular for the annual and special meeting of shareholders to be held at 11:00 a.m. on May 25, 2026 (Calgary time) (the "Meeting Materials"), shareholders receive this notice explaining how to access the Meeting Materials electronically or request a paper copy of the Meeting Materials. This means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing materials to shareholders. Stratification will be used, and paper copies of the Meeting Materials will be sent to beneficial owners who have elected to receive printed meeting materials; all other beneficial owners will receive the notice-and-access notification and the applicable voting instruction materials only.

You will find enclosed with this notice a form of proxy if you are a registered shareholder or a voting instruction form if you are a non-registered shareholder (for example, if you hold your shares in an account with a securities broker, bank, dealer, trust company or other intermediary so that you can vote your shares) (see "Voting" on the reverse page). This notice presents only an overview of the more complete meeting materials that are available to you on the Internet. We remind you to access and review all of the important information contained in the management information circular and other meeting materials before voting.

MEETING DATE AND LOCATION

WHEN: Monday, May 25, 2026 at 11:00 a.m. (Calgary time)

WHERE: Online at: https://zoom.us/j/95204600539?pwd=PHC7fQMr3I0MrjGxzTTScKXLfwpFqE.1

Meeting passcode: 378428

Meeting ID: 952 0460 0539

SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS:

  1. Financial Statements: Shareholders will be asked to vote to receive the audited financial statements of the Company for the fiscal year ended December 31, 2025, together with the auditors' report thereon.
  2. Number of Directors: Shareholders will be asked to vote to fix the number of directors at three (3) for the ensuing year.
  3. Election of Directors: Shareholders will be asked to vote to elect directors for the ensuing year.
  4. Appointment of Auditors: Shareholders will be asked to vote to appoint McGovern Hurley LLP, Chartered Professional Accountants as the Company's auditors for the ensuing fiscal year at a remuneration to be fixed by the directors.
  5. Stock Option Plan Renewal: Shareholders will be asked to consider, and if thought fit, approve an ordinary resolution, the full text of which is set forth in the management information circular, renewing the stock option plan of the Company.

Details of the above matters can be found in the "Particulars of Matters to be Acted Upon" section of the management information circular.

  1. Other Business: Shareholders may be asked to consider other items of business that are properly brought before the Meeting.

SHAREHOLDERS ARE REMINDED TO VIEW THE MEETING MATERIALS PRIOR TO VOTING.


WEBSITES WHERE MEETING MATERIALS ARE POSTED

The Meeting Materials can be viewed online under the Company’s profile at www.sedarplus.ca or at the following internet address: www.ctaurus.com

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

Shareholders may request that a paper copy of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests for paper copies may be made using your control number as it appears on your enclosed proxy form or voting instruction form. To ensure you receive the Meeting Materials in advance of the voting deadline and meeting date, all requests must be received no later than 5:00 p.m. (Eastern Time) on May 14, 2026. If you do request the Meeting Materials, please note that another proxy form or voting instruction form will not be sent; please retain your current one for voting purposes.

Registered Shareholders:

To request paper copies of the Meeting Materials before the Meeting, call Toll Free, within North America – +1 888-290-1175 or direct, from Outside of North America – +1 587-885-0960 and enter your control number as indicated on your form of proxy or voting instruction form. The Meeting Materials will be sent to you within three business days of receiving your request.

To obtain paper copies of the Meeting Materials after the Meeting, please contact the Chief Executive Officer of the Company at #1250, 639 – 5th Avenue S.W., Calgary, AB T2P 0M9, Attention: Chief Executive Officer or by Telephone: +1 646.479.9387.

Non-Registered Shareholders:

To request paper copies of the Meeting Materials before the Meeting, call Toll Free, within North America – +1 888-290-1175 or direct, from Outside of North America – +1 587-885-0960 and enter your control number as indicated on your voting instruction form. The Meeting Materials will be sent to you within three business days of receiving your request.

To obtain paper copies of the Meeting Materials after the Meeting, please contact the Chief Executive Officer of the Company at #1250, 639 – 5th Avenue S.W., Calgary, AB T2P 0M9, Attention: Chief Executive Officer or by Telephone: +1 646.479.9387.

VOTING

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your securities you must vote using the methods reflected on your enclosed proxy form or voting instruction form. Completed forms of proxy must be deposited at the office of the Company’s registrar and transfer agent, addressed to the Chief Executive Officer of the Company, c/o Odyssey Trust Company, Trader’s Bank Building, Suite 1100 – 67 Yonge Street, Toronto, ON M5E 1J8 Attention: Proxy Department, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently. Registered Shareholders may vote online by visiting https://login.odysseytrust.com/pxlogin and entering the control number printed on your form of proxy or voting instruction form.

You may also vote by attending the virtual Meeting or duly appointing a proxyholder to represent you at the virtual Meeting to vote. Please refer to your form of proxy or voting instruction form for instructions on how to vote at the virtual Meeting, as well as the section titled “Voting By Proxy” in the management information circular.

PLEASE VIEW THE MANAGEMENT INFORMATION CIRCULAR PRIOR TO VOTING