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Riverstone Energy Limited — Proxy Solicitation & Information Statement 2023
May 12, 2023
10549_rns_2023-05-12_4530e4b6-2e23-4310-a2a8-8daa143af9cb.pdf
Proxy Solicitation & Information Statement
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HAMMERHEAD ENERGY INC.
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Security Class
Holder Account Number
Voting Instruction Form ("VIF") - Annual and Special Meeting to be held on June 8, 2023
This Form of VIF is solicited by and on behalf of Management.
Notes
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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).
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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 VIF. 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 VIF with signing capacity stated.
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This VIF should be signed in the exact manner as the name(s) appear(s) on the VIF.
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If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed to the holder by Management.
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The securities represented by this VIF will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees listed on the reverse, this VIF will be voted as recommended by Management.
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The securities represented by this VIF 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.
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This VIF 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.
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This VIF should be read in conjunction with the accompanying documentation provided by Management.
VIFs submitted must be received by 2:00 pm (Calgary time), on Tuesday, June 6, 2023 (or the second last business day prior to the date of the Meeting if the Meeting is postponed or adjourned.) VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
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To Vote Using the Telephone
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To Vote Using the Internet
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Call the number listed BELOW from a touch tone telephone.
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Go to the following web site: www.investorvote.com
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Smartphone?
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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 VIF.
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 VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.
To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
CONTROL NUMBER
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Appointment of Proxyholder
Shareworks
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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 Annual and Special Meeting (the " Meeting ") of shareholders of the Corporation to be held at the offices of Burnet, Duckworth & Palmer LLP, Suite 2400, 525 – 8th Avenue SW, Calgary, Alberta T2P 1G1 on Thursday, June 8, 2023 at 2:00 pm (Calgary time), and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
| For | Against | ||||
|---|---|---|---|---|---|
| 1.Number of Directors | |||||
| Fixing the number of directors to be elected at the Meeting at eight (8). | |||||
| 2.Election of Directors For Withhold |
For | Withhold | For | Withhold | ------- Fold |
| 01. Bryan Begley 02. J. Paul Charron |
03. A. Stewart Hanlon | ||||
| 04. Michael Kohut 05. James AC McDermott |
06. Jesal Shah | ||||
| 07. Scott Sobie 08. Robert Tichio |
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| For | Withhold | ||||
| 3.Appointment of Auditors | |||||
| The appointment of Ernst & Young LLP, Chartered Professional Accountants, as auditors of the | Corporation for the ensuing year and to authorize | ||||
| the board of directors of the Corporation to fix their remuneration as such. | |||||
| 4.Reduction of Stated Capital | For | Against | |||
| To consider and, if thought appropriate, to pass with or without variation, a special resolution, the full text of which is set forth in the accompanying | |||||
| management information circular – proxy statement of the Corporation dated May 1, 2023 (the "Information Circular"), approving a reduction in | |||||
| the stated capital of the Corporation, as more particularly described in the Information Circular. | |||||
| 5.Approval of Stock Option Plan | For | Against | ------- | ||
| To consider and, if thought appropriate, to pass an ordinary resolution the full text of which is set forth in the accompanying Information Circular, to | Fold | ||||
| ratify the share option plan of the Corporation as more particularly described in the Information Circular. | |||||
| For | Against |
6. Approval of Equity Incentive Award Plan
To consider and, if thought appropriate, to pass an ordinary resolution the full text of which is set forth in the accompanying Information Circular, to ratify the equity incentive award plan of the Corporation (the " Award Plan ") and ratify the previous grant of restricted share awards pursuant to the Award Plan, as more particularly described in the Information Circular.
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Signature of Proxyholder
Signature of Proxyholder Signature(s) Date I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, and the VIF appoints the Management Nominees, this VIF will be voted as recommended by Management. Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would like to receive Interim Financial Statements and like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by mail. mail.
If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.
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