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Scandium International Mining Corp. Proxy Solicitation & Information Statement 2026

Apr 24, 2026

46037_rns_2026-04-24_ab8d03a5-70b4-42a7-9e4e-896b061af93b.pdf

Proxy Solicitation & Information Statement

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TABLE OF CONTENTS

Vaalco Energy, Inc.

Notice of Annual Meeting of Shareholders

TO THE SHAREHOLDERS OF VAALCO ENERGY, INC.:

The 2026 Annual Meeting of Shareholders of Vaalco Energy, Inc. (the "Company") will be held at the Hilton Houston Westchase, 9999 Westheimer Road, Houston, Texas 77042 on Thursday, June 4, 2026, at 9:00 a.m. Central Time (the "Annual Meeting"). We intend to hold our annual meeting in person.

THE ANNUAL MEETING IS BEING HELD:

  1. To elect five directors, each for a term of one year;
  2. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2026;
  3. To approve, on an advisory basis, the compensation of our named executive officers;
  4. To approve an amendment to the VAALCO Energy, Inc. 2020 Long Term Incentive Plan to increase the number of shares reserved for issuance, revise share reservation and recycling rules, and extend the term of the plan; and
  5. To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements, or recesses thereof.

These proposals are described in the accompanying proxy materials. You will be able to vote at the Annual Meeting, or any adjournment, postponement or recess thereof, only if you were a shareholder of record at the close of business on April 10, 2026.

We are providing our shareholders access to our proxy materials over the internet. To do this, we are mailing a Notice of Internet Availability of Proxy Materials (the "Notice") on or about April 24, 2026. The Notice contains instructions on how to access those documents over the internet, and how to request a paper copy of our proxy materials.

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Shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Shareholders who receive future proxy materials by email will save us the cost of printing and mailing documents and will reduce the impact of meetings of shareholders on the environment. A shareholder's election to receive proxy materials by email will remain in effect until the shareholder terminates that election.

By Order of the Board of Directors,

Andrew L. Fawthrop
Chair of the Board
Houston, Texas
April 24, 2026

YOUR VOTE IS IMPORTANT!

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF THE SHAREHOLDERS TO BE HELD ON JUNE 4, 2026, AT 9:00 A.M., CENTRAL TIME:

The Proxy Statement and our Annual Report for 2025 are available at www.proxyvote.com.

If you have any questions or need assistance voting your shares, please call Vaalco Investor Relations (Al Petrie Advisors) at (713) 543-3422.


TABLE OF CONTENTS

2026 Proxy Statement

HOW TO VOTE IF YOU HOLD YOUR SHARES IN STREET NAME (E.G., YOU ARE THE BENEFICIAL OWNER OF SHARES HELD BY YOUR BROKER):

  • Website: www.proxyvote.com
  • By phone: 1-800-454-8683; or
  • If you elected to receive printed proxy materials, you may return the voting instruction form in the enclosed postage-paid envelope.

HOW TO VOTE IF YOU ARE A RECORD OWNER:

  • Website: www.proxyvote.com;
  • By phone: 1-800-690-6903; or
  • If you elected to receive printed proxy materials by mail, mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.