Proxy Solicitation & Information Statement • Dec 18, 2025
Proxy Solicitation & Information Statement
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| The undersigned, being a shareholder of QUESTERRE ENERGY CORPORATION (the "Corporation"), hereby nominates, constitutes and appoints Michael Binnion, President, Chief Executive Officer and a director of the Corporation, or failing him, Jason D'Silva, Chief Financial Officer of the Corporation, or in the place and stead of the foregoing, , the true and lawful attorney and proxy of the undersigned, with full power of substitution, to attend, act and vote in respect of the common shares held by the undersigned at the special meeting of the shareholders of the Corporation to be held on January 15, 2026 at 9:00 a.m. (Calgary time) at the offices of the Corporation, Suite 1650, 801 Sixth Avenue SW, Calgary, Alberta (the "Meeting") and any adjournment or postponement thereof. The undersigned hereby instructs said proxy to vote the common shares represented by this instrument of proxy in the following manner: |
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| 1. | FOR AGAINST |
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The fixing of the number of directors to be elected at the Meeting at seven (7). |
| 2. | The election of directors of the Corporation as specified in the accompanying management information circular prepared for the purpose of the Meeting ("Management Information Circular") as follows: |
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| FOR [ ] | WITHOLD [ ] | i. Michael Binnion |
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| FOR [ ] | WITHOLD [ ] | ii. William Con Steers |
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| FOR [ ] | WITHOLD [ ] | iii. Hans Jacob Holden |
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| FOR [ ] | WITHOLD [ ] | iv. Jauvonne Kitto |
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| FOR [ ] | WITHOLD [ ] | v. Dennis Sykora |
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| FOR [ ] | WITHOLD [ ] | vi. Ramon Reis |
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| FOR [ ] | WITHOLD [ ] | vii. Bjorn Inge Tonnessen |
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| 3. | FOR AGAINST |
[ ] [ ] |
The approval and adoption, with or without modification, of the special resolution approving the Articles of Amendment to the Corporation's current articles as set forth in the accompanying Management Information Circular. |
| 4. | At the discretion of the said proxyholder, upon any amendment or variation of the above matters or any other matter that may be properly brought before the Meeting or any adjournment(s) or postponement thereof in such manner as the said proxyholder in its sole judgment, may determine. |
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| To be valid, this proxy must be received by the Corporation's transfer agent, Global Companies Registrars Section, DNB Bank ASA, PO Box 1600 Sentrum, 0021 Oslo, Norway, EMAIL: [email protected] no later than January 13, 2026 at 1200 CET. 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 any particular late proxy. |
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| THIS PROXY MUST BE DATED | This proxy revokes and supersedes all proxies of earlier date. | ||
| DATED | this day of | , 2026 | |
| Signature of Shareholder | |||
| Name of Shareholder (Please Print) |
Number of Shares Held
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