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Pet Valu Holdings Ltd. — Proxy Solicitation & Information Statement 2025
Jun 5, 2025
48159_rns_2025-06-05_16a0c210-bc3c-4fa6-a294-0079ad71eec2.pdf
Proxy Solicitation & Information Statement
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WESTGATE ENERGY INC.
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT an annual and special meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (“Common Shares”) in the capital of Westgate Energy Inc. (the “Corporation”) will be held at the offices of Torys LLP, 525 8th Ave SW, Suite 4600, Calgary, Alberta on Thursday, June 26, 2025 at 10:00 a.m. (Calgary time) for the following purposes:
- to receive the audited financial statements of the Corporation for the financial year ended December 31, 2024 and the accompanying report of the auditors thereon;
- to elect the directors of the Corporation for the ensuing year;
- to appoint the auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the auditors’ remuneration;
- to approve the amended and restated omnibus equity incentive plan of the Corporation (the “Omnibus Plan”) attached as Schedule “A” of the management information circular, which such Omnibus Plan amends the Corporation’s existing omnibus equity incentive plan to increase the number of Common Shares that may be issued under the “fixed” portion of the Omnibus Plan to 6,686,931 Common Shares, and to approve the unallocated options, restricted share units, performance share units and deferred share units thereunder; and
- to transact such other business as may be properly brought before the Meeting or any postponement or adjournment thereof.
Shareholders should refer to the accompanying management information circular (the “Circular”) for more detailed information with respect to the matters to be considered at the Meeting. The Circular also contains important information with respect to the voting of Common Shares.
Only Shareholders of record as of May 27, 2025 (the “Record Date”) are entitled to notice of, to attend, and to participate in the Meeting or any postponement or adjournment thereof and to vote thereat unless after the Record Date a holder of record transfers his, her or its Common Shares and the transferee, upon producing properly endorsed certificates evidencing such shares or otherwise establishing that he, she or it owns such shares, requests, not later than ten (10) days before the Meeting, that the transferee’s name be included in the list of Shareholders entitled to vote, in which case such transferee shall be entitled to vote such shares at the Meeting.
While registered Shareholders are entitled to attend the Meeting in person, the Corporation encourages all registered Shareholders to vote in advance of the Meeting by dating and executing the accompanying form of proxy and returning it to Odyssey Trust Company (the “Transfer Agent”) by mail or courier, to Trader’s Bank Building 702, 67 Yonge Street, Toronto, Ontario M5E 1J8 or via the internet at https://vote.odysseytrust.com by no later than 10:00 a.m. (Calgary time) on Tuesday, June 24, 2025, or if the Meeting is adjourned or postponed, at least 48 hours, excluding Saturdays, Sundays and holidays, prior to any such adjournment or postponement. If you receive more than one form of proxy because you own Common Shares registered in different names or addresses, each form of proxy should be completed and returned.
Shareholders who hold their Common Shares through depositories (e.g. CDS & Co., the registration name for CDS Clearing and Depository Services Inc.), brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in their own name are beneficial shareholders (“Beneficial Shareholders”).
If you are a Beneficial Shareholder and receive these materials through your broker or through another intermediary, please complete and return the accompanying voting instruction form in accordance with the instructions provided to you by your broker, intermediary, trustee or other person.
Shareholders who wish to appoint a person other than the management nominees identified on the form of proxy or voting instruction form (the “Management Nominees”) to represent him, her or it at the Meeting may do so by inserting such person’s name in the blank space provided in the form of proxy or voting instruction form and following the instructions for submitting such form of proxy or voting instruction form.
Your participation as a Shareholder is very important to the Corporation. Please vote your Common Shares on the matters before the Meeting by proxy.
BY ORDER OF THE BOARD OF DIRECTORS
(Signed) “Richard A. Grafton”
Richard A. Grafton
Chairman of the Board of Directors
May 27, 2025