Spartan Delta Corp. — Proxy Solicitation & Information Statement 2022

Mar 8, 2022

==> picture [33 x 39] intentionally omitted <==

Notice of Availability of Proxy Materials for Spartan Delta Corp. Annual General and Special Meeting

Meeting Date and Time: April 14, 2022 at 10:00 a.m. (MST)

Location: Virtual Meeting - https://web.lumiagm.com/255457488

Please be advised that the proxy materials for the above noted securityholder meeting are available for viewing and downloading online. This document provides an overview of these materials, but you are reminded to access and review the information circular and other proxy materials available online prior to voting. These materials are available at:

https://odysseytrust.com/client/spartan-delta-corp/

OR

www.sedar.com

Obtaining Paper Copies of the Proxy Materials

Securityholders may request to receive paper copies of the proxy materials related to the above referenced meeting by mail at no cost. Requests for paper copies must be received by April 4, 2022 in order to receive the paper copy in advance of the meeting. Shareholders may request to receive a paper copy of the Materials for up to one year from the date the Materials were filed on www.sedar.com.

For more information regarding notice-and-access or to obtain a paper copy of the Materials you may contact our transfer agent, Odyssey Trust Company, via www.odysseycontact.com or by phone at 1-888290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America).

Notice of Meeting

The resolutions to be voted on at the meeting, described in detail in the Management Information Circular, are as follows:

otice of Meetinghe resolutions to be voted onircular, are as follows:	at the meeting, described in detail in the Management Information
Fixing Number of	Shareholders will be asked to fix the number of directors. Information
Directors:	respecting the number of directors may be found in the Circular under
	“Fixing Number of Directors”.
Election of Directors:	Shareholders will be asked to elect directors for the ensuing year.
	Information respecting the election of directors may be found in the
	Circular under “Election of Directors”.
Appointment of Auditors:	Shareholders will be asked to appoint PricewaterhouseCoopers LLP as
	auditors (the “Auditors”) of the Company, to hold office until the next
	annual meeting of the Shareholders, at such remuneration to be
	determined by the Board. Information respecting the appointment of
	auditor may be found in the Circular under “Appointment of Auditors”.
Approval of Stock Option	Shareholders will be asked to approve the ordinary resolution approving
Plan Resolution	the unallocated Options under the Company's Stock Option Plan.

Information respecting the stock option plan may be found in the Circular under “ Approval of Unallocated Options under the Stock Option Plan ”.

Approval of Share Award Shareholders will be asked to approve the ordinary resolution ratifying Incentive Plan Resolution and confirming the amended and restated share award incentive plan, substantially in the form attached as Schedule “B” to the Information Circular of the Company, and approving the unallocated Share Awards thereunder. Information respecting the Share Award Incentive Plan may be found in the Circular under “ Approval of Amendments to Share Award Incentive Plan and Unallocated Share Awards thereunder ”.

Confirmation of Advance Shareholders will be asked to approve the ordinary resolution ratifying Notice Bylaw Resolution and confirming the advance notice bylaw, substantially in the form attached as Schedule “C” to the Information Circular of the Company. Information respecting the change of registered office may be found in the Circular under “ Confirmation of Advance Notice Bylaw ”.

Voting

To vote your securities, please refer to the instructions on the enclosed Proxy or Voting Instruction Form. Your Proxy or Voting Instruction Form must be received by April 12, 2022 at 10:00 a.m. (MST).

Stratification

The Issuer is providing paper copies of its Information Circular only to those registered shareholders and beneficial shareholders that have previously requested to receive paper materials.

Annual Financial Statements

The Issuer is providing paper copies or emailing electronic copies of its annual financial statements to registered shareholders and beneficial shareholders that have opted to receive annual financial statements and have indicated a preference for either delivery method.