Spartan Delta Corp. — Proxy Solicitation & Information Statement 2020

Feb 12, 2020

RETURN ENERGY INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 4, 2020

AND

MANAGEMENT INFORMATION CIRCULAR

February 12, 2020

RETURN ENERGY INC.

NOTICE OF SPECIAL MEETING OF THE HOLDERS OF COMMON SHARES TO BE HELD ON MARCH 4, 2020

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (“ Common Shares ”) in the capital of Return Energy Inc. (the “ Corporation ”) will be held at the offices of Stikeman Elliott LLP, 4300 Bankers Hall West, 888 - 3rd Street S.W., Calgary, Alberta, T2P 5C5, on March 4, 2020 at 9:00 a.m. (Calgary time), for the following purposes:

1. to consider and, if deemed appropriate, pass a special resolution approving, with or without modification, the consolidation of the Common Shares of the Corporation on the basis of a ratio of up to one-hundred (100) pre-consolidation Common Shares for each post-consolidation Common Share;

2. to consider and, if deemed appropriate, pass a special resolution approving, with or without modification, the change of the name of the Corporation to “Spartan Delta Corp.”, or such other name as the board of directors in their discretion may resolve and as acceptable to the TSX Venture Exchange, if required; and

3. to transact such other business as may properly be brought before the Meeting or any adjournment(s) thereof.

Only Shareholders of record at the close of business on February 4, 2020 (the “ Record Date ”) are entitled to notice of and to attend the Meeting or any adjournment or adjournments thereof and to vote thereat, unless, after the Record Date, a holder of record transfers his or her Common Shares and the transferee, upon producing properly endorsed share certificates or otherwise establishing that he or she owns such Common Shares, requests, not later than 10 days before the Meeting, that the transferee’s name be included in the list of Shareholders entitled to vote such Common Shares, in which case such transferee shall be entitled to vote such Common Shares, as the case may be, at the Meeting.

Shareholders may vote in person at the Meeting or any adjournment or adjournments thereof, or they may appoint another person (who need not be a Shareholder) as their proxy to attend and vote in their place.

Registered Shareholders unable to be present at the Meeting in person are requested to date and sign the enclosed form of proxy and return it to the Corporation’s transfer agent, Computershare Trust Company of Canada: (a) by mail using the enclosed return envelope or one addressed to Computershare Trust Company of Canada, Proxy Department, 135 West Beaver Creek, P.O. Box 300, Richmond Hill, Ontario L4B 4R5; (b) by hand delivery to Computershare Trust Company of Canada, 8[th] Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1; or (c) by facsimile to 1-866-249-7775 (within Canada and the United States) or (416) 263-9524 (outside Canada and the United States). Registered Shareholders may also use the Internet at www.investorvote.com or the telephone at 1-866-732-8683 to vote their Common Shares. Shareholders voting through the Internet or by telephone will be prompted to enter the 15-digit control number found on the form of proxy. In order to be valid and acted upon at the Meeting, proxies and votes must be received by Computershare Trust Company of Canada on or before 9:00 a.m. (Calgary time) on or prior to the second last business day (not including Saturdays, Sundays and holidays) preceding the day of the Meeting or any adjournment thereof or deposited with the Chairman of the Meeting on the day of the Meeting prior to the commencement of the Meeting.

The Management Information Circular relating to the business to be conducted at the Meeting accompanies this Notice.

Calgary, Alberta February 12, 2020

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “ Fotis Kalantzis ” Fotis Kalantzis President and Chief Executive Officer

TABLE OF CONTENTS

PURPOSE OF SOLICITATION ................................................................................................................................... 1 RECORD DATE ........................................................................................................................................................... 1 PROXY INFORMATION ............................................................................................................................................. 1 Solicitation of Proxies ............................................................................................................................................... 1 Completion of Proxies ............................................................................................................................................... 2 Revocation of Proxies ................................................................................................................................................ 2 Exercise of Discretion by Proxies .............................................................................................................................. 3 Advice to Beneficial Holders of Securities ................................................................................................................ 3 INFORMATION CONCERNING THE CORPORATION .......................................................................................... 4 General ...................................................................................................................................................................... 4 Reorganization and Recapitalization ......................................................................................................................... 4 VOTING OF COMMON SHARES AND PRINCIPAL HOLDERS THEREOF ......................................................... 5 MATTERS TO BE CONSIDERED AT THE MEETING ............................................................................................ 5 Consolidation ............................................................................................................................................................. 6 Change of Name ........................................................................................................................................................ 7 OTHER MATTERS COMING BEFORE THE MEETING ......................................................................................... 9 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ............................................................ 9 INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON ......................... 9 ADDITIONAL INFORMATION ................................................................................................................................. 9

RETURN ENERGY INC.

4300 Bankers Hall West 888 - 3rd Street S.W. Calgary, Alberta T2P 5C5

MANAGEMENT INFORMATION CIRCULAR

FOR THE SPECIAL MEETING OF THE HOLDERS OF COMMON SHARES OF RETURN ENERGY INC. TO BE HELD ON MARCH 4, 2020

Dated: February 12, 2020

PURPOSE OF SOLICITATION

This management information circular (the “Information Circular”) is furnished in connection with the solicitation of proxies by or on behalf of the management of Return Energy Inc. (the “Corporation”) for use at the special meeting of the holders (the “Shareholders”) of the common shares (the “Common Shares”) in the capital of the Corporation to be held at the offices of Stikeman Elliott LLP, 4300 Bankers Hall West, 888 - 3rd Street S.W., Calgary, Alberta, T2P 5C5, on March 4, 2020 at 9:00 a.m. (Calgary time), and any adjournment or adjournments thereof (the “Meeting”) for the purposes set forth in the Notice of Special Meeting (the “Notice of Meeting”) accompanying this Information Circular.

RECORD DATE

Only the Shareholders of record on February 4, 2020 (the “ Record Date ”) are entitled to notice of, and to attend and vote at, the Meeting except to the extent that:

1. such person transfers his or her Common Shares after the Record Date; and

2. the transferee of those Common Shares produces properly endorsed share certificates or otherwise establishes his or her ownership of the Common Shares and makes a demand to the registrar and transfer agent of the Corporation, not later than 10 days before the Meeting, that his or her name be included on the Shareholders’ list for the Meeting.

Any registered Shareholder of the Corporation (a “ Registered Shareholder ”) at the close of business on the Record Date who either personally attends the Meeting or who completes and delivers a proxy will be entitled to vote or have his or her Common Shares voted at the Meeting. However, a person appointed under a form of proxy will be entitled to vote the Common Shares represented by that form only if it is effectively delivered in the manner set out under the heading “ Proxy Information – Completion of Proxies ”.

PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies is made on behalf of the management of the Corporation. The costs incurred in the preparation of the enclosed form of proxy (the “ Form of Proxy ”), Notice of Meeting and this Information Circular and costs incurred in the solicitation of proxies will be borne by the Corporation. The Corporation is sending the securityholder materials directly to Registered Shareholders, and the Corporation will also provide the materials to brokers, custodians, nominees and other fiduciaries to forward them to non-objecting and objecting beneficial shareholders. Solicitation of proxies will be primarily by mail, but may also be in person, by telephone or by electronic means. The Corporation is not relying on the notice-and-access provisions of National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer to send proxy-related materials to Registered Shareholders or beneficial owners of Common Shares in connection with the Meeting.

• 2 -

Completion of Proxies

The Form of Proxy affords Shareholders or intermediaries an opportunity to specify that the Common Shares registered in their name shall be voted for or against or withheld from voting in respect of certain matters as specified in the accompanying Notice of Meeting. The persons named in the enclosed Form of Proxy are Fotis Kalantzis, the President and Chief Executive Officer of the Corporation, and Geri Greenall, the Chief Financial Officer of the Corporation.

A proxy must be dated and signed by the Registered Shareholder or by his or her attorney authorized in writing or by the intermediary. In the case of a Registered Shareholder that is a corporation, the proxy must be executed under its corporate seal or signed by a duly authorized officer or attorney for the corporation with proof of authority accompanying the proxy. IF YOUR COMMON SHARES ARE HELD BY YOUR BANK, TRUST COMPANY, SECURITIES BROKER, TRUSTEE OR OTHER FINANCIAL INSTITUTION (YOUR NOMINEE), YOU ARE MOST LIKELY A BENEFICIAL SHAREHOLDER OF THE COMMON SHARES AND SHOULD REFER TO “ PROXY INFORMATION – ADVICE TO BENEFICIAL HOLDERS OF SECURITIES ” FOR FURTHER INSTRUCTIONS ON HOW TO VOTE BY PROXY AT THE MEETING.

Registered Shareholders unable to be present at the Meeting in person are requested to date and sign the enclosed Form of Proxy and return it to the Corporation’s transfer agent, Computershare Trust Company of Canada, either: (a) by mail using the enclosed return envelope or one addressed to Computershare Trust Company of Canada, Proxy Department, 135 West Beaver Creek, P.O. Box 300, Richmond Hill, Ontario L4B 4R5; (b) by hand delivery to Computershare Trust Company of Canada, 8[th] Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1; or (c) by facsimile to 1-866-249-7775 (within Canada and the United States) or (416) 263-9524 (outside Canada and the United States). Registered Shareholders may also use the Internet at www.investorvote.com or the telephone at 1- 866-732-8683 to vote their Common Shares. Shareholders voting through the Internet or by telephone will be prompted to enter the 15-digit control number found on the Form of Proxy. In order to be valid and acted upon at the Meeting, proxies and votes must be received by Computershare Trust Company of Canada on or before 9:00 a.m. (Calgary time) on or prior to the second last business day (not including Saturdays, Sundays and holidays) preceding the day of the Meeting or any adjournment thereof.

No instrument appointing a proxy shall be valid after the expiration of 12 months from the date of its execution. If a proxy is not dated, it will be deemed to bear the date on which it was mailed by management of the Corporation.

A REGISTERED SHAREHOLDER OR AN INTERMEDIARY HOLDING COMMON SHARES ON BEHALF OF A NON-REGISTERED SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON, WHO NEED NOT BE A SHAREHOLDER, TO ATTEND AND ACT ON THEIR BEHALF AT THE MEETING, IN THE PLACE OF THE PERSONS DESIGNATED IN THE FORM OF PROXY FURNISHED BY THE CORPORATION. TO EXERCISE THIS RIGHT, THE SHAREHOLDER OR INTERMEDIARY SHOULD STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE FORM OF PROXY AND INSERT THE NAME OF THEIR NOMINEE IN THE BLANK SPACE PROVIDED, OR SUBMIT ANOTHER APPROPRIATE PROXY.

Revocation of Proxies

A Registered Shareholder or intermediary who has submitted a proxy may revoke it by instrument in writing executed by the Registered Shareholder or intermediary or his or her attorney authorized in writing, or, if the Registered Shareholder is a corporation, under its corporate seal and executed by a director, officer or attorney thereof duly authorized, and deposited either: (a) with the Corporation at its offices or at the office of the Corporation’s agent, Computershare Trust Company of Canada, 8[th] Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, at any time prior to the close of business on the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used; or (b) with the Chairman of the Meeting prior to the commencement of the Meeting on the day of the Meeting, and upon such deposit the previous proxy is revoked.

• 3 -

Exercise of Discretion by Proxies

A Registered Shareholder or intermediary may indicate the manner in which the persons named in the enclosed Form of Proxy are to vote with respect to any matter by checking the appropriate space. On any poll, those persons will vote or withhold from voting the Common Shares in respect of which they are appointed in accordance with the directions, if any, given in the Form of Proxy. If the Registered Shareholder or intermediary wishes to confer a discretionary authority with respect to any matter, the space should be left blank. IN SUCH INSTANCE, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE THE COMMON SHARES REPRESENTED BY THE PROXY IN FAVOUR OF THE MOTION.

The enclosed Form of Proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the time of printing of this Information Circular, management of the Corporation knows of no such amendment, variation or other matter. However, if any other matters which are not now known to management should properly come before the Meeting, the proxies in favour of management nominees will be voted on such matters in accordance with the best judgment of the management nominees.

Advice to Beneficial Holders of Securities

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name (such Shareholders being “Beneficial Shareholders”). You are most likely a Beneficial Shareholder if your bank, trust company, securities broker, trustee, or other financial institution (your nominee) holds your Common Shares in their name or the name of another intermediary. Beneficial Shareholders should note that only proxies deposited by Registered Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares on the Record Date can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker or other intermediary, then in almost all cases those Common Shares will not be registered in the Shareholder’s name on the records of the Corporation. Such Common Shares will more likely be registered under the name of the Shareholder’s broker, an agent of that broker, or other intermediary. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers or their agents or other nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for their clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate persons.

Applicable regulatory policies require intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of that broker) is typically similar to the Form of Proxy provided to Registered Shareholders by the Corporation. However, the purpose of the broker’s form of proxy is limited to instructing the Registered Shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”). Broadridge typically mails a scannable voting instruction form in lieu of a form of proxy. The Beneficial Shareholder is requested to complete and return the voting instruction form to Broadridge by mail or facsimile. Alternatively, the Beneficial Shareholder can call a toll-free telephone number or access the Internet to vote the Common Shares held by the Beneficial Shareholder. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder receiving a Broadridge voting instruction form cannot use that voting instruction form to vote Common Shares directly at the Meeting as the voting instruction form must be returned as directed by Broadridge well in advance of the Meeting in order to have the Common Shares voted. Shareholders who receive forms of proxies or voting materials from organizations other than Broadridge should complete and return such forms of proxies or voting materials in accordance with the instructions on such materials in order to properly vote their Common Shares at the Meeting.

• 4 -

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of the Beneficial Shareholder’s broker (or agent of the broker), a Beneficial Shareholder may attend the Meeting as proxyholder for the Registered Shareholder and vote such Common Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Common Shares as proxyholder for the Registered Shareholder should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker (or agent) well in advance of the Meeting.

Beneficial Shareholders who have not objected to their intermediary disclosing certain ownership information about themselves to the Corporation are referred to as non-objecting beneficial owners or “ NOBOs ”. Those Beneficial Shareholders who have objected to their intermediary disclosing ownership information about themselves to the Corporation are referred to as objecting beneficial owners or “ OBOs ”. Neither OBOs nor NOBOs will be receiving a Form of Proxy directly from the Corporation and will instead receive a voting instruction form or other form of proxy from an intermediary as described above. Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), the Corporation has distributed copies of the Notice of Meeting, Form of Proxy, this Information Circular and any other proxy-related materials in connection with the Meeting (the “ Meeting Materials ”) to such intermediaries for distribution to Beneficial Shareholders. The Corporation is not relying on the notice and access delivery procedures outlined in NI 54-101 to distribute copies of the Meeting Materials, and paper copies of the Meeting Materials will be sent to all Shareholders. Intermediaries are required to forward the Meeting Materials to Beneficial Shareholders unless a Beneficial Shareholder has waived the right to receive them. The Corporation will be paying for intermediaries to deliver copies of the Meeting Materials to NOBOs and OBOs (who have not otherwise waived their right to receive proxy-related materials).

If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

INFORMATION CONCERNING THE CORPORATION

General

The Corporation was incorporated under the Business Corporations Act (Alberta) (the “ ABCA ”) as “Dualex Energy International Inc.” on March 20, 2006. On May 24, 2006, the Corporation’s share structure was amended by way of a court-approved plan of arrangement (the “ Arrangement ”) under section 193 of the ABCA. Under the Arrangement, the articles of the Corporation were amended to: (a) remove all share transfer restrictions in the articles of the Corporation; and (b) create and authorize the Corporation to issue an unlimited number of special preferred shares. On December 20, 2016, the Corporation consolidated its issued and outstanding Common Shares on the basis of ten (10) pre-consolidation Common Shares for one (1) post-consolidation Common Share and changed its name to “Return Energy Inc.”.

The Corporation is engaged in the exploration for and development and production of petroleum and natural gas properties in the Western Canadian Sedimentary Basin with a focus on the Peace River Arch area in northwest Alberta.

The Corporation is a reporting issuer in the Provinces of Alberta, British Columbia, Manitoba, Saskatchewan, Ontario and Quebec, and the Common Shares are listed on the TSX Venture Exchange (the “ TSXV ”) under the trading symbol “RTN”.

The Corporation’s head office is located at 202, 1201 – 5th Street S.W., Calgary, Alberta T2R 0Y6. The registered office of the Corporation is located at 4300 Bankers Hall West, 888 – 3rd Street S.W., Calgary, Alberta T2P 5C5.

Reorganization and Recapitalization

On November 21, 2019, the Corporation entered into a definitive reorganization and investment agreement with Fotis Kalantzis and Richard F. McHardy which provided for: (a) a non-brokered private placement resulting in the issuance of an aggregate of 879,650,000 Common Shares and 1,620,350,000 units of the Corporation for aggregate

• 5 -

gross proceeds of $25.0 million, which closed on December 19, 2019 (the “ Closing ”); and (b) the appointment of a new management team (the “ New Management Team ”) and new board of directors (the “ New Board ”) of the Corporation, with such appointments occurring concurrently with the Closing (collectively, the “ Recapitalization Transaction ”). The New Management Team is led by Richard F. McHardy as Executive Chairman and Fotis Kalantzis as President and Chief Executive Officer, Geri Greenall as Chief Financial Officer, Thanos Natras as Vice President, Exploration, Craig Martin as Vice President, Operations, Mark Hodgson as Vice President, Corporate Development, Brendan Paton as Manager, Engineering and Ashley Hohm as Controller. The New Board is comprised of Richard F. McHardy, Fotis Kalantzis, Don Archibald, Reginald Greenslade, Kevin Overstrom and Tamara MacDonald. Sanjib (Sony) Gill was appointed as Corporate Secretary.

VOTING OF COMMON SHARES AND PRINCIPAL HOLDERS THEREOF

The Corporation is authorized to issue an unlimited number of Common Shares, an unlimited number of preferred shares, issuable in series, and an unlimited number of special preferred shares. As at the date hereof, there are 2,610,551,651 fully paid and non-assessable Common Shares issued and outstanding, and no preferred shares or special preferred shares issued and outstanding. The holders of the Common Shares are entitled to receive notice of all meetings of Shareholders and to attend and vote the Common Shares at all such meetings. Each Common Share carries with it the right to one vote.

The bylaws of the Corporation provide that if two persons holding not less than 5% of the issued Common Shares entitled to vote are present in person or are represented by proxy, a quorum for the purposes of conducting a Shareholders’ meeting is constituted.

Any Registered Shareholder at the close of business on February 4, 2020, being the Record Date, who either personally attends the Meeting or who completes and delivers a proxy will be entitled to vote or have his or her Common Shares voted at the Meeting. However, a person appointed under a form of proxy will be entitled to vote the Common Shares represented by that form only if it is effectively delivered in the manner set out under the heading “ Proxy Information – Completion of Proxies ”.

To the best of the knowledge of the directors and executive officers of the Corporation, as at the date hereof, the following persons or companies beneficially owned, directly or indirectly, or exercised control or direction over, voting securities of the Corporation carrying more than 10% of the voting rights attached to the Common Shares:

Name Fotis Kalantzis Calgary, Alberta Richard F. McHardy Calgary, Alberta	Number of Common Shares Held 359,975,000 360,000,000	Percentage of Total Issued and Outstanding Common Shares
		13.8% 13.8%

MATTERS TO BE CONSIDERED AT THE MEETING

The Shareholders of the Corporation will be asked to consider and, if deemed appropriate:

• (a) by special resolution, to approve and authorize, with or without modification, the consolidation of the Common Shares of the Corporation on the basis of a ratio of up to one-hundred (100) pre-consolidation Common Shares for each post-consolidation Common Share;

• (b) by special resolution, to approve and authorize, with or without modification, the change of the name of the Corporation to “Spartan Delta Corp.”, or such other name as the board of directors of the Corporation (the “ Board ”) in their discretion may resolve and as acceptable to the TSXV, if required; and

• (c) to transact such other business as may properly come before the Meeting or any adjournments thereof.

• 6 -

Additional detail regarding each of the matters to be acted on at the Meeting is contained below.

Consolidation

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, pass a special resolution (the “ Consolidation Resolution ”) authorizing the consolidation of the Common Shares into a lesser number of issued Common Shares. The Consolidation Resolution will authorize the Board to: (a) select a consolidation ratio of up to one-hundred (100) pre-consolidation Common Shares for each post-consolidation Common Share; and (b) amend the Corporation’s articles of incorporation pursuant to Section 173(1)(f) of the ABCA to effect the consolidation at the selected ratio (the “ Consolidation ”). The actual ratio for the Consolidation will be determined by the Board, in its sole discretion, having regard to numerous factors, including market considerations and the advice of its advisors.

As of the date of this Information Circular, the Corporation has 2,610,551,651 Common Shares issued and outstanding. The Corporation has experienced a significant increase in its share count as a result of completing the Recapitalization Transaction and wishes to reduce the outstanding share amount to a level more in keeping with its industry peers. The Corporation believes that the Consolidation, if implemented, will promote increased liquidity and reduced volatility in the trading of the Common Shares.

If approved and implemented, the Consolidation will occur simultaneously for all of the Corporation’s issued and outstanding Common Shares and the consolidation ratio will be the same for all such Common Shares. The Consolidation will affect all holders of Common Shares uniformly and will not affect any Shareholder’s percentage ownership interest in the Corporation, except to the extent that the Consolidation would otherwise result in a Shareholder owning a fractional Common Share. No fractional post-Consolidation Common Shares will be issued and no cash will be paid in lieu of fractional post-Consolidation Common Shares. Any fractional Common Shares resulting from the Consolidation will be rounded to the nearest whole Common Share.

The Corporation currently has an unlimited number of Common Shares available for issuance and the Consolidation will not have any effect on the number of Common Shares that remain available for future issuance. The exercise or conversion price and the number of Common Shares issuable under any convertible securities of the Corporation, including the 1,620,350,000 Common Share purchase warrants issued by the Corporation on December 19, 2019 pursuant to the Recapitalization Transaction, will be proportionately adjusted upon the completion of the Consolidation.

The Consolidation is subject to: (a) receipt of all required regulatory approvals, including acceptance by the TSXV; and (b) the approval of the Consolidation by the Shareholders at the Meeting. If these approvals are received, the Consolidation will occur as soon as possible thereafter and announced by a press release of the Corporation.

Pursuant to Section 173(1)(f) of the ABCA, the Consolidation Resolution, substantially in the form set forth below, requires the approval of not less than two-thirds of the votes cast in respect thereof by the Shareholders present in person or represented by proxy at the Meeting. The Board believes that the passing of the Consolidation Resolution is in the best interest of the Corporation and unanimously recommends that Shareholders vote in favour of the Consolidation Resolution.

At the Meeting, Shareholders will be asked to consider and, if thought appropriate, to approve a special resolution in the following form:

“ BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. the Corporation is authorized to file articles of amendment pursuant to section 173(1)(f) of the Business Corporations Act (Alberta) (the “ ABCA ”) to change the number of issued and outstanding common shares of the Corporation (the “ Common Shares ”) by consolidating the issued and outstanding Common Shares on the basis of a ratio of up to one-hundred (100) pre-consolidation Common Shares for each post-consolidation Common Share (the “ Consolidation ”) or for such other lesser whole or fractional number of existing Common Shares that the board of directors of the Corporation, in its

2. 7 -

sole discretion, determine to be appropriate, and in the event that the Consolidation would otherwise result in a holder of Common Shares of the Corporation holding a fraction of a Common Share, any fractional interest in Common Shares that is less than 0.5 of a Common Share resulting from the Consolidation will be rounded down to the nearest whole Common Share and any fractional interest in Common Shares that is 0.5 or greater of a Common Share will be rounded up to the nearest whole Common Share, and such Consolidation is to become effective as soon as commercially possible, but in any event not later than the business day immediately prior to the Corporation’s next annual general meeting, subject to approval of the TSX Venture Exchange;

1. any one director or officer of the Corporation be and is authorized and directed to execute and deliver, or cause to be delivered, articles of amendment pursuant to section 173(1)(f) of the ABCA, and to do and perform all such acts and things, sign such documents and take all such other steps as, in the opinion of such director or officer, may be considered necessary or desirable to carry out the purpose and intent of this resolution; and

2. any one director or officer of the Corporation be and the same is hereby authorized and directed for and in the name of and on behalf of the Corporation to execute or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.”

The Consolidation will not affect the validity of currently outstanding share certificates of the Corporation. However, once the Consolidation is approved by the Shareholders and implemented by the Board, Registered Shareholders will be required to exchange their Common Share certificates for Common Share certificates evidencing the post-Consolidation Common Share amount. Upon completion of the Consolidation, the Registered Shareholders will be sent a letter of transmittal containing instructions on how to surrender Common Share certificates evidencing the pre-Consolidation Common Share amount to Computershare Investor Services Inc. (the “ Depositary ”). The Depositary will forward to each Registered Shareholder who has sent the required documents new Common Share certificates evidencing the new post-Consolidation Common Share amount. Until surrendered, each Common Share certificate representing pre-Consolidation Common Shares will be deemed for all purposes to represent the post-Consolidation Common Shares to which the holder is entitled following the Consolidation. Beneficial Shareholders holding Common Shares through an intermediary (a securities broker, dealer, bank or financial institution) should be aware that the intermediary may have different procedures for processing the Consolidation than those that will be put in place by the Corporation for Registered Shareholders. If Shareholders hold their Common Shares through an intermediary and they have questions in this regard, they are encouraged to contact their intermediaries.

Shareholders should not destroy any Common Share certificate(s) and should not submit any Common Share certificate(s) until requested to do so.

In the absence of contrary instructions, the persons named in the accompanying Form of Proxy intend to vote the Common Shares represented thereby in favour of the Consolidation Resolution as set forth above.

Change of Name

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, pass a special resolution (the “ Name Change Resolution ”) authorizing the Board to change the name of the Corporation to “Spartan Delta Corp.” or such other name as the Board, in its sole discretion, determines appropriate and which all applicable regulatory authorities, including the TSXV, may accept, and to amend the Corporation’s articles accordingly (the “ Name Change ”).

Pursuant to Section 173(1)(a) of the ABCA, the Name Change Resolution, substantially in the form set forth below, requires the approval of not less than two-thirds of the votes cast in respect thereof by the Shareholders present in

• 8 -

person or represented by proxy at the Meeting. The Board believes that the passing of the Name Change Resolution is in the best interest of the Corporation and unanimously recommends that Shareholders vote in favour of the Name Change Resolution.

The Corporation expects the Name Change to be completed at the same time as the Consolidation. Notwithstanding the foregoing, as indicated in the text of the Name Change Resolution, the Board may, in its sole discretion, determine that the Corporation not proceed with the Name Change.

At the Meeting, Shareholders will be asked to consider and, if thought appropriate, to approve a special resolution in the following form:

“ BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. the Corporation is authorized to file articles of amendment pursuant to section 173(1)(a) of the Business Corporations Act (Alberta) (the “ ABCA ”) to change the name of the Corporation from “Return Energy Inc.” to “Spartan Delta Corp.”, or such other name that the board of directors of the Corporation (the “ Board ”) deems appropriate and as may be approved by the regulatory authorities, including the TSX Venture Exchange, to become effective at a date in the future to be determined by the Board when the Board considers it to be in the best interests of the Corporation to implement such a name change, but in any event not later than the business day immediately prior to the Corporation’s next annual general meeting;

2. any one director or officer of the Corporation be and is hereby authorized and directed to execute and deliver, or cause to be delivered, articles of amendment pursuant to section 173(1)(a) of the ABCA, and to do and perform all such acts and things, sign such documents and take all such other steps as, in the opinion of such director or officer, may be considered necessary or desirable to carry out the purpose and intent of this resolution;

3. notwithstanding that this special resolution has been duly passed by the holders of the common shares of the Corporation, the directors of the Corporation may in their sole discretion revoke this special resolution in whole or in party at any time prior to its being given effect without further notice to, or approval of, the holders of the common shares of the Corporation; and

4. any one director or officer of the Corporation be and the same is hereby authorized and directed for an in the name of and on behalf of the Corporation to execute or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.”

The Name Change will not affect the validity of currently outstanding share certificates of the Corporation or the trading of the Common Shares. However, if the Name Change is approved by the Shareholders and implemented by the Board, Registered Shareholders will be required to exchange their Common Share certificates for Common Share certificates evidencing the new name of the Corporation. At such time as the Board determines that the Name Change should occur, the Registered Shareholders will be sent a letter of transmittal containing instructions on how to surrender Common Share certificates issued under the previous name of the Corporation to the Depositary. The Depositary will forward to each Registered Shareholder who has sent the required documents new Common Share certificates evidencing the new name of the Corporation. Until surrendered, each Common Share certificate representing Common Shares issued under the former name of the Corporation will be deemed for all purposes to represent the same number of Common Shares to which the holder is entitled following the Name Change.

• 9 -

Shareholders should not destroy any Common Share certificate(s) and should not submit any Common Share certificate(s) until requested to do so.

In the absence of contrary instructions, the persons named in the accompanying Form of Proxy intend to vote the Common Shares represented thereby in favour of the Name Change Resolution as set forth above.

OTHER MATTERS COMING BEFORE THE MEETING

The Board knows of no other matters to come before the Meeting other than as referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the Common Shares represented by proxy solicited hereby will be voted on such matters in accordance with the best judgement of the person voting such proxy.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed in this Information Circular and under the heading “ Information Concerning the Corporation – Reorganization and Recapitalization ”, there are no material interests, direct or indirect, of directors, executive officers of the Corporation or any person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of the outstanding Common Shares or any known associate or affiliate of such persons, in any transaction since the commencement of the Corporation’s most recently completed financial year.

INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON

Other than as disclosed in this Information Circular, management of the Corporation is not aware of any material interest of any director or nominee for director or executive officer or anyone who has held office as such since the beginning of the Corporation’s last financial year or of any associate or affiliate of any of the foregoing in any matter to be acted on at the Meeting.

ADDITIONAL INFORMATION

Financial information of the Corporation is provided in the Corporation’s financial statements and management’s discussion and analysis for its most recently completed financial year. A copy of these documents may be obtained by mailing a request to the Corporation at its offices at 202, 1201 – 5th Street S.W., Calgary, Alberta T2R 0Y6.

Copies of these documents, as well as additional information relating to the Corporation contained in documents filed by the Corporation with the Canadian securities regulatory authorities, may also be accessed through the SEDAR website at www.sedar.com.