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Coelacanth Energy Inc. — Proxy Solicitation & Information Statement 2023
May 9, 2023
48379_rns_2023-05-09_f6b93e71-b93b-4580-8643-1db455182cae.pdf
Proxy Solicitation & Information Statement
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Security Class
Holder Account Number
Form of Proxy - Annual and Special Meeting to be held on Wednesday, May 31, 2023
This Form of Proxy is solicited by and on behalf of Management.
Notes to proxy
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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 Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
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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 may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
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This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
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If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
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The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
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The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
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This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
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This proxy should be read in conjunction with the accompanying documentation provided by Management.
Proxies submitted must be received by 1:00 pm, Calgary Time, on Monday, May 29, 2023.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
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To Vote Using the Telephone
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To Vote Using the Internet
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- Call the number listed BELOW from a touch tone • Go to the following web site: telephone. www.investorvote.com
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Smartphone?
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1-866-732-VOTE (8683) Toll Free Scan the QR code to vote now.
If you vote by telephone or the Internet, DO NOT mail back this proxy.
Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet 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. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.
To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
CONTROL NUMBER
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Appointment of Proxyholder
I/We being holder(s) (the "Shareholders") of common shares (the "Common Shares") of Coelacanth Energy Inc. (the “Corporation”) hereby appoint: Robert Zakresky, President and Chief Executive Officer, or failing this person, Nolan Chicoine, Vice President Finance and Chief Financial Officer (the "Management Nominees")
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OR
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Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
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as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual and Special Meeting (the "Meeting") of shareholders of the Corporation to be held at the Calgary Petroleum Club, Viking Room, 319 - 5th Avenue SW, Calgary, AB on Wednesday, May 31, 2023 at 1:00 pm, Calgary Time and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
| 1.Number of Directors | For | Against | |||
|---|---|---|---|---|---|
| Fixing the number of directors of the Corporation to be elected at the Meeting for the ensuing year at six (6). | |||||
| ------- | |||||
| 2.Election of Directors- Electing as directors for the ensuing year the following nominees set out | in the information circular of the Corporation | Fold | |||
| dated April 24, 2023 (the "Information Circular") accompanying this form of proxy: | |||||
| For Withhold |
For | Withhold | For | Withhold | |
| 01. Robert Zakresky 02. Tom Medvedic |
03. William Lancaster | ||||
| 04. Raymond T. Hyer 05. Harvey Doerr |
06. John Brussa | ||||
| For | Withhold | ||||
| 3.Appointment of Auditors | |||||
| Appointing KPMG LLP, Chartered Professional Accountants, as the auditors of the Corporation for the ensuing year and authorizing the board of | |||||
| directors to fix their remuneration. | |||||
| 4.Stock Option Plan | For | Against | |||
| To consider and, if thought fit, to pass a resolution, the full text of which is set forth in the Information Circular, to approve the amended and | |||||
| restated stock option plan for the Corporation, all as more particularly set forth in the Information Circular. | |||||
| 5.Performance and Restricted Share Unit Plan | For | Against | |||
| To consider and, if thought fit, to pass a resolution, the full text of which is set forth in the Information Circular, to approve the performance and | ------- | ||||
| restricted share unit plan for the Corporation all as more particularly set forth in the Information | Cir | ular | Fold |
To consider and, if thought fit, to pass a resolution, the full text of which is set forth in the Information Circular, to approve the performance and restricted share unit plan for the Corporation, all as more particularly set forth in the Information Circular.
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On any other business which may properly be brought before the Meeting.
Signature of Proxyholder
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, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.
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Signature(s)
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Date
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Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would like to receive Interim Financial Statements and NOT like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by mail. mail.
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If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.
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