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Criterium Energy Ltd. Proxy Solicitation & Information Statement 2021

Jan 25, 2021

43581_rns_2021-01-25_eff85ac2-ef6d-4026-8e02-0a58f6a9f63c.pdf

Proxy Solicitation & Information Statement

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SOFTROCK MINERALS LTD.

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Security Class

Holder Account Number

Form of Proxy - Annual and Special Meeting to be held on Thursday, February 18, 2021

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

Notes to proxy

  1. 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 (see reverse).

  2. 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.

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

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

  5. 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, this proxy will be voted as recommended by Management.

  6. 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 and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

  7. 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.

  8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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Proxies submitted must be received by 11:00 am, Mountain Time, on Tuesday, February 16, 2021.

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 telephone.

  • Go to the following web site: www.investorvote.com

  • Smartphone?

  • 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 shareholder(s) of Softrock Minerals Ltd. ("Softrock" or the "Corporation"), hereby appoint(s): Stuart B. McDowall, CEO and a director of Softrock, or failing him, Thomas M. M. Bender, CFO of the Corporation

OR

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 to attend, act and vote for and on behalf of the shareholder(s) in accordance with the following directions (or if no directions have been given, as the proxyholder sees fit) at, and on all other matters that may properly come before, the Annual and Special Meeting of shareholders of Softrock Minerals Ltd. to be held at the offices of Burnet, Duckworth & Palmer LLP located at Suite 2400, 525 - 8th Avenue SW, Calgary, Alberta on Thursday, February 18, 2021 at 11:00 am (Mountain Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1.Set the Number of Directors For Against
To set the number of directors to be elected at the Meeting at four (4).
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2.Election of Directors For Withhold For Withhold For Withhold Fold
01. Thomas M. M. Bender 02. E. Denis Gagnon 03. Stuart B. McDowall
04. Michele Stanners
For Withhold
3.Appointment of Auditors
To re-appoint Crowe MacKay LLP, Chartered Accountants, as auditors of the Corporation for the ensuing year and authorize the directors to fix
their remuneration as such.
For Against

4. Share Option Plan

To re-approve Softrock's share option plan, as more particularly described in the Information Circular - Proxy Statement (the "Information Circular") of the Corporation accompanying this Proxy.

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

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

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.

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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