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Lycos Energy Inc. Proxy Solicitation & Information Statement 2021

May 20, 2021

45909_rns_2021-05-20_4fe01c92-aecd-43c3-88d2-9e8695595aab.pdf

Proxy Solicitation & Information Statement

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Samoth Oilfield Inc.

Appointment of Proxyholder

I/We, being holder(s) of common shares of Samoth Oilfield Inc. (the “Corporation”), hereby appoint: Leonard D. Jaroszuk, President and Chief Executive Officer and a Director of the Corporation, or, failing him, Desmond O’Kell, a Director of the Corporation OR


Print the name of the person you are appointing if this person is someone other than the individuals listed above

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Annual and Special Meeting of Shareholders of the Corporation to be held at 10:30 AM (Mountain Time) on June 18, 2021, at Suite 2, 64 Riel Drive, St. Albert, AB T8N 4A4 (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution.

Management recommends voting FOR Resolutions 1 to 6. Please use a dark black pencil or pen.

1. Number of Directors FOR AGAINST
Fixing the number of Directors to be elected at the
Meeting at three (3)
2. Election of Directors FOR WITHHOLD
_1._Leonard D. Jaroszuk
_2._Desmond O’Kell
3. Mathew Potter
3. Appointment of Auditors FOR WITHHOLD
Appointment of Crowe MacKay LLP, Chartered
Professional Accountants, as auditors of the
Corporation for the ensuing year and authorizing
the directors of the Corporation (the**“Board**”) to
fix the auditor’s remuneration.
4. Stock Option Plan FOR AGAINST
The ordinary resolution relating to the re-approval
of the stock option plan of the Corporation as
more particularly described in the management
information circular (the**“Management**
Information Circular”)

5. Share Consolidation

FOR

AGAINST

The special resolution authorizing and approving the consolidation of the issued and outstanding common shares in the capital of the Corporation (the “Common Shares” ) on the basis of one (1) post-consolidation Common Share for up to every three (3) pre-consolidation Common Shares, with the final ratio to be determined by the Board, in its sole discretion, within twelve (12) months from the date of such approval, as more particularly set forth in the accompanying Management Information Circular.

6. Name Change

FOR AGAINST

The special resolution authorizing and approving the change of the name of the Corporation to such name as may be determined by the Board, in its sole discretion, within twelve (12) months from the date of such approval, as more particularly set forth in the accompanying Management Information Circular.

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 FOR a matter by Management’s appointees or, if you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.

_________________________________________ __________________ Signature(s) Date

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by 10:30 AM (Mountain Time) on June 16, 2021.

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Proxy Form – Annual and Special Meeting of Shareholders of Samoth Oilfield Inc. to be held on June 18, 2021 (the “Meeting”)

Notes to Proxy

  1. This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy.

  2. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy.

  3. Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one Circular and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries.

  4. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together the number of securities indicated on the proxy.

All holders should refer to the Proxy Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

This proxy is solicited by and on behalf of Management of the Corporation.

How to Vote

TELEPHONE

INTERNET

  • Use any touch-tone phone, call toll free in Canada and United States

  • Go to www.ASTvotemyproxy.com

  • Cast your vote online

  • 1-888-489-5760 and follow the voice

  • View Meeting documents instructions

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  • To vote using your smartphone, please scan this QR Code

To vote by telephone or Internet you will need your control number. If you vote by Internet or telephone, do not return this proxy.

MAIL, FAX or EMAIL

  • Complete and return your signed proxy in the envelope provided or send to:

    • AST Trust Company (Canada) P.O. Box 721 Agincourt, ON M1S 0A1
  • You may alternatively fax your proxy to 416-368-2502 or toll free in Canada and United States to 1-866-781-3111 or scan and email to [email protected].

An undated proxy is deemed to be dated on the day it was received by AST. All proxies must be received by 10:30 AM (Mountain Time) on June 16, 2021.