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Source Energy Services Ltd. — Proxy Solicitation & Information Statement 2020
Nov 3, 2020
47404_rns_2020-11-03_93267529-70f5-4d74-8e4b-302c0c65da5a.pdf
Proxy Solicitation & Information Statement
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IS NOTEHOLDER VOTING INFORMATION AND ELECTION FORM IS PROVIDED TO NOTEHOLDERS IN CONNECTION WITH A TRANSACTION INVOLVING SOURCE ENERGY SERVICES LTD. AND CERTAIN OF ITS SUBSIDIARIES. PLEASE COMPLETE THIS NOTEHOLDER VOTING INFORMATION AND ELECTION FORM AS REQUIRED BY YOUR INTERMEDIARY AND SUBMIT IT IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN.

NOTEHOLDER VOTING INFORMATION AND ELECTION FORM
This Noteholder Voting Information and Election Form ("Noteholder VIEF") is provided by management of Source Energy Services Ltd. (the "Corporation") for use in connection with the meeting of holders ("Noteholders") of Notes (as defined in the management information circular of the Corporation dated November 2, 2020 (the "Circular")) to be held virtually via live audio or video webcast, available online using the LUMI meeting platform at https://web.lumiagm.com/252374236 on November 25, 2020 at 11:00 a.m. (Mountain Time) (the "Noteholders' Meeting"), and at any permitted postponement or adjournment thereof. Reference is made to the Circular for further information. Before completing the enclosed election form, please carefully read this Noteholder VIEF and the Circular (including any exhibits and appendices thereto). Capitalized terms used herein and not otherwise defined herein have the meaning given to them in the Circular.
Noteholders as at 5:00 p.m. (Mountain Time) on October 29, 2020, being the record date for the Noteholders' Meeting (the "Record Date"), that vote in favour of the Noteholders' Arrangement Resolution in accordance with the terms provided herein, in each case prior to 5:00 p.m. (Mountain Time) on November 18, 2020 (the "Early Consent Deadline"), and otherwise have complied with the requirements regarding eligibility for the Early Consent Consideration set forth in the Interim Order (defined below) and the Plan, will be considered "Consenting Noteholders" under the Plan and therefore be entitled to receive the Early Consent Consideration pursuant to and subject to the terms of the Plan. In order to be eligible for Early Consent Consideration under the Plan, Consenting Noteholders must, among other things, not withdraw or change their vote in favour of the Plan and must continue to hold their Consent Notes on the Effective Date.
ONLY NOTEHOLDERS THAT VOTE IN FAVOUR OF THE NOTEHOLDERS' ARRANGEMENT RESOLUTION IN ACCORDANCE WITH THE TERMS PROVIDED HEREIN PRIOR TO THE EARLY CONSENT DEADLINE, AND OTHERWISE COMPLY WITH THE REQUIREMENTS REGARDING ELIGIBILITY FOR THE EARLY CONSENT CONSIDERATION SET FORTH IN THE INTERIM ORDER AND THE PLAN, WILL BE CONSIDERED CONSENTING NOTEHOLDERS AND THEREFORE BE ENTITLED TO RECEIVE THE EARLY CONSENT CONSIDERATION UNDER THE PLAN.
Process for Submission of Noteholder Instructions by Noteholders
This Noteholder VIEF is to be distributed to Noteholders in accordance with the Interim Order of the Court of Queen's Bench of Alberta (Commercial List) dated October 26, 2020 (the "Interim Order").
Beneficial holders of Notes who do not hold their Notes in registered form (each, a "Beneficial Noteholder") who wish to vote on the Noteholders' Arrangement Resolution at the Noteholders' Meeting may only do so via their Intermediary through CDS Clearing and Depository Services Inc. ("CDS"). Beneficial Noteholders must submit a duly completed and executed Noteholder VIEF (or such other form of voting instructions as such Beneficial Noteholder's Intermediary may require for the purpose of obtaining its voting instructions) to their Intermediary in accordance with the instructions provided by such Intermediary prior to the Voting Deadline of 5:00 p.m. (Mountain time) on November 23, 2020, or such earlier deadline set by such Intermediary in order to provide such Intermediary sufficient time in advance of the Voting Deadline to submit such information to CDS. Beneficial Noteholders should only complete and return this Noteholder VIEF if instructed to by their Intermediary. Beneficial Noteholders are encouraged to contact their Intermediary to obtain any instructions or deadlines required by such Intermediary in connection with submitting such Beneficial Noteholder's instructions.
Registered holders of Notes who hold their Notes in registered form (each, a "Registered Noteholder") who wish to vote on the Noteholders' Arrangement Resolution at the Noteholders' Meeting must submit a duly completed and executed Noteholder VIEF to the Proxy, Information and Exchange Agent prior to the Voting Deadline, or such later date as may be agreed by the Applicants in the event that the Meetings are postponed or adjourned, at the following address:
Kingsdale Advisors,
Attention: Corporate Actions The Exchange Tower 130 King Street West, Suite 2950, P.O. Box 361 Toronto, Ontario M5X 1E2 [email protected]
Process for Eligibility to Receive the Early Consent Consideration
A Beneficial Noteholder who wishes to receive Early Consent Consideration must vote in favour of the Noteholders' Arrangement Resolution by providing such voting and election instructions to its Intermediaries by submitting this duly completed Noteholder VIEF (or such other or additional form of voting and election instructions as such Beneficial Noteholder's Intermediary may require for the purpose of obtaining its voting and early consent election instructions) in accordance with the instructions provided by such Intermediary prior to the Early Consent Deadline of 5:00 p.m. (Mountain time) on November 18, 2020, or such earlier deadline set by such Intermediary in order to provide such Intermediary with sufficient time in advance of the Early Consent Deadline to submit such information to CDS. Beneficial Noteholders are encouraged to contact their Intermediary to obtain any instructions or deadlines required by such Intermediary in connection with submitting such Beneficial Noteholder's instructions.
Registered Noteholders who wish to receive the Early Consent Consideration must vote in favour of the Noteholders' Arrangement Resolution by submitting a duly completed and executed Noteholder VIEF to the Proxy, Information and Exchange Agent prior to the Early Consent Deadline of 5:00 p.m. (Mountain time) on November 18, 2020.
Noteholders must have also have complied with all other requirements regarding eligibility for the Early Consent Consideration set forth in the Interim Order and the Plan in order to be entitled to receive their Early Consent Consideration pursuant to the Plan.
Appointment of Proxyholders
Noteholders who wish to appoint a proxyholder (other than Bradley J. Thomson, Chief Executive Officer of the Corporation, or Derren Newell, Chief Financial Officer of the Corporation) to vote at the Noteholders' Meeting should follow and complete the instructions in Section C below. Noteholders appointing a proxyholder should ensure that the proxyholder is aware of such appointment and will be in attendance at the Noteholders' Meeting in order for their votes to be cast and counted.
Beneficial Noteholders appointing a proxyholder will require a medallion guarantee dated as at the day of the Voting Deadline (or any adjournment or postponement thereof) from their Intermediary to verify the principal amount of Notes held, underlying their voting entitlement.
All completed documents should be returned to the Proxy, Information and Exchange Agent prior to the Voting Deadline.
By appointing a proxyholder to vote at the Noteholders' Meeting, such Noteholder's vote shall not have been received prior to the Early Consent Deadline and accordingly such Noteholder shall not be entitled to receive the Early Consent Consideration even if such vote is cast in favour of the Noteholders' Arrangement Resolution.
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SECTION A: NOTEHOLDER VOTING AND ELECTION INSTRUCTIONS
Noteholders shall be entitled to provide the following instructions (select one):
OPTION 1 – VOTE IN FAVOUR OF THE NOTEHOLDERS' ARRANGEMENT RESOLUTION AND ELECT TO RECEIVE THE EARLY CONSENT CONSIDERATION. This option can only be selected if instructions are provided prior to the Early Consent Deadline.
If checking this box, the undersigned Noteholder must validly deliver its voting instructions prior to the Early Consent Deadline.
OPTION 2 – VOTE AGAINST THE NOTEHOLDERS' ARRANGEMENT RESOLUTION.
By checking this box, the undersigned Noteholder votes against the Noteholders' Arrangement Resolution and therefore is NOT entitled to receive the Early Consent Consideration.
OPTION 3 – VOTE IN FAVOUR OF THE NOTEHOLDERS' ARRANGEMENT RESOLUTION. Only select this option if instructions are provided after the Early Consent Deadline.
By checking this box, the undersigned Noteholder votes in favour of the Noteholders' Arrangement Resolution but will not be a Consenting Noteholder and therefore will NOT be entitled to receive the Early Consent Consideration.
In order to be eligible to receive the Early Consent Consideration pursuant to the Plan, a Beneficial Noteholder must (i) vote in favour of the Noteholders' Arrangement Resolution by selecting Option 1 above and providing its voting and election instructions to its Intermediary (together with any other or additional form of voting and election instructions as such Beneficial Noteholder's Intermediary may require for the purpose of obtaining its voting and early consent election instructions), and its Intermediary must have taken such steps and/or actions as are necessary to complete and submit such information to CDS through CDSX (or such other method as may be accepted by the Proxy, Information and Exchange Agent and the Applicants) prior to the Early Consent Deadline, and (ii) otherwise comply with the requirements regarding eligibility for the Early Consent Consideration set forth in the Interim Order and the Plan.
In order to be eligible to receive the Early Consent Consideration pursuant to the Plan, a Registered Noteholder must (i) vote in favour of the Noteholders' Arrangement Resolution by submitting a duly completed and executed Noteholder VIEF to the Proxy, Information and Exchange Agent prior to the Early Consent Deadline, and (ii) otherwise comply with the requirements regarding eligibility for the Early Consent Consideration set forth in the Interim Order and the Plan.
Noteholders who vote in favour of the Noteholders' Arrangement Resolution after the Early Consent Deadline will not be entitled to receive the Early Consent Consideration although such Noteholders' votes will count as votes in favour of the Noteholders' Arrangement Resolution nonetheless if received prior to the Voting Deadline.
SECTION B: NOTEHOLDER VIEF SIGNATURE BLOCK
This Noteholder VIEF revokes and supersedes all Noteholder VIEFs of earlier dates.
If you are a Beneficial Noteholder, please follow the instructions provided by your Intermediary to vote and return this Noteholder VIEF to such Intermediary if and as required by such Intermediary.
If you are a Registered Noteholders, please complete and sign the below. This Noteholder VIEF must be returned to the Proxy, Information and Exchange Agent pursuant to the deadlines set forth herein.
| TO BE COMPLETED BYNOTEHOLDERS: | |
|---|---|
| PrincipalamountofNotesheldbyNoteholder: | |
| Full Legal Name of Noteholder(please print): | |
| Authorized Signature of Noteholder: | |
| NameofAuthorizedSignatoryofNoteholder (please print): | |
| Official Capacity or Title (please print): | |
| Contact Name: | |
| Account Number: | |
| Telephone: | |
| Email: | |
| Address: |
By completing and submitting this Signature Block, you acknowledge that you are (a) the holder of the Notes being voted or (b) the authorized signatory for an entity that is a holder of such Notes being voted.
SECTION C: PROXYHOLDER APPOINTMENT INSTRUCTION
The Noteholder casting this Noteholder VIEF is deemed to have appointed as its lawful attorney and proxyholder Bradley J. Thomson, Chief Executive Officer of the Corporation or Derren Newell, Chief Financial Officer of the Corporation, unless an alternative proxyholder is named below, in which case the Noteholder casting this Noteholder VIEF instead appoints:
as its lawful attorney and proxyholder for the undersigned with full power of substitution to attend, act and vote for and on behalf of the undersigned, in respect of the matters described in the Circular to be considered at the Noteholders' Meeting, and at any postponement or adjournment thereof, to the same extent and with the same power as if the undersigned were personally present at the Noteholders' Meeting or any such postponement or adjournment thereof. The undersigned hereby directs the proxyholder named herein to vote all of the Notes held by it as of the Record Date in accordance with the Noteholder instructions specified herein and to vote in the proxyholder's discretion (to be exercised in a manner consistent with the instructions herein) on such further and other business as may properly come before the Noteholders' Meeting (including any amendment or variation to the Noteholders' Arrangement Resolution) or any adjournment or postponement thereof.
A Noteholder who appoints a proxyholder (other than Bradley J. Thomson, Chief Executive Officer of the Corporation, or Derren Newell, Chief Financial Officer of the Corporation) must contact the Proxy, Information and Exchange Agent at the details set out below to register their appointee, so the appointee may be sent a control number to vote at the virtual Noteholders' Meeting. A proxyholder need not be a Noteholder or Shareholder. If the Noteholder or Shareholder is a corporation, its proxy must be executed by a duly authorized officer or properly appointed attorney.
Principal Amount Held: $_____________________________
Medallion Guarantee of Holding (applies for Beneficial Noteholders holding their position through an Intermediary):
Questions?
Please contact our Proxy, Information and Exchange Agent, Kingsdale Advisors
1-800-749-9890
