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Source Rock Royalties Ltd. — Proxy Solicitation & Information Statement 2023
Aug 30, 2023
47357_rns_2023-08-30_f533487b-d890-4cf6-bb71-fcef39246cbd.pdf
Proxy Solicitation & Information Statement
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Source Rock Royalties Ltd. (the “ Corporation ”)
Annual General and Special Meeting September 21, 2023 at 11:00 a.m. (Calgary time) Dentons Canada LLP, 15th Floor, Bankers Court, 850 – 2nd Street S.W., Calgary, Alberta T2P 0R8 (the “ Meeting ”)
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Electronic Delivery
If you are a registered securityholder and wish to enroll for electronic delivery for future issuer communications including meeting related materials, financial statements, DRS, etc., where applicable, you may do so: After you vote online at www.voteproxyonline.com using your control number.
Through TSX Trust’s online portal, Investor Insite. You may log in or enroll at https://www.tsxtrust.com/investor-login
For details go to www.tsxtrust.com/consent-to-electronic-delivery
Proxy Voting – Guidelines and Conditions
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THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.
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THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
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If you appoint the Nominees indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.
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This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.
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Each holder has the right to appoint a person other than the Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Corporation.
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To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Corporation.
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To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxy , noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. 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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If the holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.
| VOTING METHOD | ||
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| INTERNET | Go towww.voteproxyonline.comand enter the 12 digit control number above |
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| FACSIMILE MAIL or HAND DELIVERY |
416-595-9593 TSX Trust Company 301 - 100 Adelaide Street West |
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| Toronto, Ontario,M5H 4H1 |
Investor inSite
TSX Trust Company offers at no cost to holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable holder forms and Frequently Asked Questions.
- To register, please visit: https://www.tsxtrust.com/t/investor hub/forms/investor-insite-registration and complete the registration form.
For assistance, please contact TSX TRUST INVESTOR SERVICES. Mail: 301 - 100 Adelaide Street West Toronto, ON, M5H 4H1 Tel: 1-866-600-5869
Web : https://www.tsxtrust.com/t/investor - hub/forms/investor - insite - registration Email: [email protected]
FORM OF PROXY (“PROXY”)
Source Rock Royalties Ltd. (the “Corporation”)
CONTROL NUMBER:
Annual General and Special Meeting
September 21, 2023 at 11:00 a.m. (Calgary time)
Dentons Canada LLP, 15th Floor, Bankers Court, 850 – 2nd Street S.W., Calgary, Alberta T2P 0R8
SECURITY CLASS: COMMON RECORD DATE: August 14, 2023
FILING DEADLINE FOR PROXY: September 19, 2023 at 11:00 a.m. (Calgary time)
APPOINTEES
The undersigned hereby appoints Cheryne Lowe, Chief Financial Officer of the Corporation, whom failing Lucas Tomei, Corporate Secretary of the Corporation (the “ Nominees ”), or instead of any of them, the following Appointee
Please print appointee name
as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any,
- SEE VOTING GUIDELINES ON REVERSE -
RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES
| 1. Number of Directors | 1. Number of Directors | FOR | FOR | FOR | FOR | FOR | FOR | AGAINST | AGAINST | AGAINST | AGAINST | AGAINST | AGAINST |
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| To set the number of Directors at eight (8). | |||||||||||||
| 2. Election of Directors | FOR | WITHHOLD | |||||||||||
| a) Brad Docherty |
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| b) John Bell |
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| c) June-Marie Innes |
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| d) Jordan Kevol |
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| e) GaryMcMurren |
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| f) Dean Potter |
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| g) Scott Rideout |
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| h) Shaun Thiessen |
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| 3. Appointment of Auditor | FOR | WITHHOLD | |||||||||||
| Appointment ofMNP LLP, Chartered Professional Accountantsas Auditor of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration. |
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| 4. Approval of Stock Option Plan | FOR | AGAINST | |||||||||||
| To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution, as more particularly set forth in the accompanying Management Information Circular, relating to the approval of the stock option plan of the Corporation. |
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To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution, as more particularly set forth in the accompanying Management Information Circular, relating to the approval of the stock option plan of the Corporation.
This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED
PLEASE PRINT NAME Signature of registered owner(s) Date (MM/DD/YYYY)
Interim Financial Statements – Mark this box if you would like to receive Annual Financial Statements – Mark this box if you would NOT like to receive Interim Financial Statements and Management’s Discussion and Annual Financial Statements and Management’s Discussion and Analysis. Analysis
If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If the cut-off time has passed, please fax this side to 416-595-9593