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High Arctic Energy Services Inc. Proxy Solicitation & Information Statement 2022

Apr 15, 2022

46091_rns_2022-04-14_65e99018-d8de-4dd7-bdd7-641d25f6f8ca.pdf

Proxy Solicitation & Information Statement

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NOTICE OF THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT AN ANNUAL GENERAL AND SPECIAL MEETING Meeting of holders Shareholders of common Common Shares ( Corporation in the Trophy Lounge at the Calgary Petroleum Club, 319 Fifth Ave SW, Calgary, AB, T2P 0L5 on Thursday, May 12, 2022 at 3:00 p.m. for the following purposes:

  1. to receive and consider the audited financial statements of the Corporation for the financial year ended December 31, 2021 and the report of the auditors thereon;

  2. to fix the number of directors of the Corporation to be elected at the Meeting at six (6);

  3. to elect the Board of Directors of the Corporation for the ensuing year;

  4. to appoint the auditors of the Corporation for the ensuing year and to authorize the Board of Directors to fix the

  5. to consider, and if thought fit, approve the ordinary resolution, as more particularly set forth in the accompanying information circular prepared for the purpose of the Meeting, relating to the approval of the grant of unallocated options under the stock option plan of the Corporation; and

  6. to transact such other business as may be properly brought before the meeting or any adjournment thereof.

DATED this 7th day of April, 2022.

Note of Caution Concerning the Coronavirus P ovid-

At the date of this Notice and the accompanying Circular it is the intention of the Corporation to hold the Meeting at the location stated above in this Notice. The Corporation is continuously monitoring the development of Covid-19.

While registered Shareholders and proxyholders are entitled to attend the Meeting in person, we will require all attendees to comply with the by-laws of the City of Calgary, and we reserve the right to refuse entry and/or limit the number of people at the Meeting to such number of attendees as is currently permitted under Alberta law, as a result of Covid-19. It is desirable to have as many shares as possible be represented at the Meeting. If you do not expect to attend the Meeting and would like your shares represented, please complete the enclosed instrument of proxy and return it as soon as possible through one of the following channels:

Online: Visit the following website https://login.odysseytrust.com/pxlogin; or

  • By Mail: Please complete and sign the form of proxy enclosed and return it, in the envelope addressed;

2022 Management Proxy and Information Circular High Arctic Energy Services Inc. | Page 2

Odyssey Trust Company Suite 702, 67 Yonge St. Toronto, ON M5E 1J8

Attn: Proxy Department

All votes must be received by 3:00 p.m. (Calgary time) on Tuesday May 10, 2022 (or at least 48 hours prior to the commencement of any reconvened Meeting in the event of any adjournment(s) or postponement(s) thereof). Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject late proxies.

If you hold your Common Shares in a brokerage account, you are a non-registered Shareholder or beneficial Shareholder. Beneficial Shareholders who hold their Common Shares through a bank, broker or other financial intermediary should carefully follow the instructions found on the form of proxy or voting instruction form provided to them by their intermediary, in order to cast their vote.

ALL SHAREHOLDERS, BUSINESS ANALYSTS AND OTHER INTERESTED PARTIES ARE ENCOURAGED TO LISTEN TO THE MEETING VIA TELECONFERENCE AT TOLL-FREE 1-800-9525114 (Canada and U.S.) OR 1-800-444-7010 (Australia), CONFERENCE ID: 7841023#.

The Corporation reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the Covid-19 pandemic, including: (i) making any changes at the Meeting as are required to meet any bylaws, public health edicts or advisories that are in place at the time; (ii) holding the Meeting virtually or by providing a webcast of the Meeting; (iii) hosting the Meeting solely by means of remote communication; (iv) changing the Meeting date and/or changing the means of holding the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons for the Meeting.

Should any such changes to the Meeting format occur, the Corporation will announce any and all of these or to the Meeting for the most current information. In the event of any changes to the Meeting format due to the Covid-19 pandemic, the Corporation will not prepare or mail amended Meeting Proxy Materials.

Your participation as a Shareholder is very important to the Corporation. Please ensure your Common Shares are represented at the Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Michael J. Maguire Michael J. Maguire Chief Executive Officer

2022 Management Proxy and Information Circular High Arctic Energy Services Inc. | Page 3