Spartan Delta Corp. — Proxy Solicitation & Information Statement 2020

Feb 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