AI assistant
CWC Energy Services Corp. — Proxy Solicitation & Information Statement 2023
Oct 11, 2023
45009_rns_2023-10-11_671d6c60-849e-4e87-96f2-ba94949e1954.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
------Fold
------Fold
==> picture [171 x 38] intentionally omitted <==
==> picture [106 x 59] intentionally omitted <==
==> picture [64 x 8] intentionally omitted <==
----- Start of picture text ----- KWQQ 000001----- End of picture text -----
SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X CANADA
Security Class COMMON SHARES
Holder Account Number
C9999999999 IND
Form of Proxy - Special Meeting to be held on Monday, November 6, 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 Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
-
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.
-
This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
-
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.
-
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.
-
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.
-
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.
-
This proxy should be read in conjunction with the accompanying documentation provided by Management.
Proxies submitted must be received by 10:00 am, MDT, on Thursday, November 2, 2023.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
==> picture [180 x 38] intentionally omitted <==
----- Start of picture text ----- To Vote Using the Telephone----- End of picture text -----
==> picture [180 x 38] intentionally omitted <==
----- Start of picture text ----- To Vote Using the Internet----- End of picture text -----
- Call the number listed BELOW from a touch tone • Go to the following web site: telephone. www.investorvote.com
==> picture [43 x 43] intentionally omitted <==
-
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 23456 78901 23456
KWQQ_PRX_357717/000001/000001/i
SAM SAMPLE
C9999999999
------Fold
==> picture [15 x 15] intentionally omitted <==
IND C01
C9999999999 C9999999999
==> picture [15 x 15] intentionally omitted <==
Appointment of Proxyholder
I/We being holder(s) of securities of CWC Energy Services Corp. (the "Corporation") hereby appoint: Duncan Au, President and Chief Executive Officer of the Corporation, or failing this person, Jim Reid, Chair of the board of directors of the Corporation (the " Management Nominees ")
OR
Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
==> picture [148 x 30] intentionally omitted <==
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 Special Meeting of shareholders of the Corporation to be held in the Edmund Taylor Room in the Stock Exchange Tower Conference Centre (Room 202), 300 5 Ave SW, Calgary, AB T2P 3C4 on Monday, November 6, 2023 at 10:00 am, MDT and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
For Against
1. Arrangement Resolution
To consider, pursuant to an interim order of the Court of King's Bench of Alberta, and, if deemed advisable, to pass, with or without variation, a special resolution (the " Arrangement Resolution ") approving a proposed arrangement involving the Corporation, Precision Drilling Corporation (" Precision ") and the shareholders of the Corporation, pursuant to section 193 of the Business Corporations Act (Alberta), whereby, among other things, Precision will acquire all of the issued and outstanding shares of the Corporation for cash and share consideration as more particularly described in the accompanying management information circular of the Corporation dated October 2, 2023 (the " Information Circular "). The full text of the Arrangement Resolution is set forth in Appendix A to the Information Circular.
==> picture [15 x 15] intentionally omitted <==
==> picture [15 x 15] intentionally omitted <==
------Fold
==> picture [557 x 8] intentionally omitted <==
To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
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.
==> picture [15 x 15] intentionally omitted <==
Signature(s)
==> picture [148 x 29] intentionally omitted <==
==> picture [15 x 6] intentionally omitted <==
----- Start of picture text ----- Date----- End of picture text -----
==> picture [94 x 20] intentionally omitted <==
==> picture [15 x 15] intentionally omitted <==
K W Q Q
3 5 7 7 1 7
1 P R
A R 0
9 9 9 9 9
------Fold
------Fold
==> picture [171 x 38] intentionally omitted <==
==> picture [106 x 59] intentionally omitted <==
KWQQ 000002
SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X AUSTRALIA
Security Class COMMON SHARES
Holder Account Number
C9999999999 IND
Form of Proxy - Special Meeting to be held on Monday, November 6, 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 Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
-
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.
-
This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
-
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.
-
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.
-
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.
-
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.
-
This proxy should be read in conjunction with the accompanying documentation provided by Management.
Proxies submitted must be received by 10:00 am, MDT, on Thursday, November 2, 2023.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
==> picture [180 x 38] intentionally omitted <==
----- Start of picture text ----- To Vote Using the Telephone----- End of picture text -----
==> picture [180 x 38] intentionally omitted <==
----- Start of picture text ----- To Vote Using the Internet----- End of picture text -----
-
Call the number listed BELOW from a touch tone telephone.
-
Go to the following web site: www.investorvote.com
==> picture [43 x 43] intentionally omitted <==
-
Smartphone?
-
312-588-4290 Direct Dial 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 23456 78901 23456
KWQQ_PRX_357717/000002/000002/i
SAM SAMPLE
C9999999999
------Fold
==> picture [15 x 15] intentionally omitted <==
IND C01
C9999999999 C9999999999
==> picture [15 x 15] intentionally omitted <==
Appointment of Proxyholder
I/We being holder(s) of securities of CWC Energy Services Corp. (the "Corporation") hereby appoint: Duncan Au, President and Chief Executive Officer of the Corporation, or failing this person, Jim Reid, Chair of the board of directors of the Corporation (the " Management Nominees ")
OR
Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
==> picture [148 x 30] intentionally omitted <==
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 Special Meeting of shareholders of the Corporation to be held in the Edmund Taylor Room in the Stock Exchange Tower Conference Centre (Room 202), 300 5 Ave SW, Calgary, AB T2P 3C4 on Monday, November 6, 2023 at 10:00 am, MDT and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
For Against
1. Arrangement Resolution
To consider, pursuant to an interim order of the Court of King's Bench of Alberta, and, if deemed advisable, to pass, with or without variation, a special resolution (the " Arrangement Resolution ") approving a proposed arrangement involving the Corporation, Precision Drilling Corporation (" Precision ") and the shareholders of the Corporation, pursuant to section 193 of the Business Corporations Act (Alberta), whereby, among other things, Precision will acquire all of the issued and outstanding shares of the Corporation for cash and share consideration as more particularly described in the accompanying management information circular of the Corporation dated October 2, 2023 (the " Information Circular "). The full text of the Arrangement Resolution is set forth in Appendix A to the Information Circular.
==> picture [15 x 15] intentionally omitted <==
==> picture [15 x 15] intentionally omitted <==
------Fold
==> picture [557 x 8] intentionally omitted <==
To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
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.
==> picture [15 x 15] intentionally omitted <==
Signature(s)
==> picture [148 x 29] intentionally omitted <==
==> picture [15 x 6] intentionally omitted <==
----- Start of picture text ----- Date----- End of picture text -----
==> picture [94 x 20] intentionally omitted <==
==> picture [15 x 15] intentionally omitted <==
K W Q Q
3 5 7 7 1 7
1 P R
A R 0
9 9 9 9 9