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Spartan Delta Corp. Proxy Solicitation & Information Statement 2025

Apr 17, 2025

45838_rns_2025-04-16_2a9c8b98-69ec-41c8-a064-06e0f91c609d.pdf

Proxy Solicitation & Information Statement

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Spartan Delta Corp.
Notice of Annual General and Special Meeting

SPARTAN DELTA CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF THE HOLDERS OF COMMON SHARES OF SPARTAN DELTA CORP. TO BE HELD ON MAY 23, 2025

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") in the capital of Spartan Delta Corp. (the "Company" or "Spartan") will be held at 2:00 p.m. (MT) on Friday, May 23, 2025, in person at the offices of Stikeman Elliott LLP, 4200 Bankers Hall West, 888 - 3rd Street S.W., Calgary, Alberta, T2P 5C5, and presented online at https://link.spartandeltacorp.com/2025AGM, for the following purposes:

  1. to receive the financial statements of the Company for the fiscal year ended December 31, 2024 and the report of the auditors thereon;
  2. to fix the number of directors of the Company to be elected at six (6);
  3. to elect directors of the Company for the ensuing year;
  4. to appoint the auditors of the Company to hold office until the next annual meeting of the Shareholders and authorize the directors to fix their remuneration;
  5. to approve unallocated options under the stock option plan of the Company, as described in the management information circular of Spartan dated April 11, 2025 (the "Information Circular");
  6. to approve unallocated share awards under the share award incentive plan of the Company, as described in the Information Circular; and
  7. to transact such other business as may properly come before the Meeting or any adjournments thereof.

The Information Circular relating to the business to be conducted at the Meeting accompanies this Notice. Only Shareholders of record at the close of business on April 11, 2025 (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 ten (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 are requested to date and sign the enclosed form of proxy (the "Form of Proxy") and return it to the Company's transfer agent, Odyssey Trust Company ("Odyssey"). To be effective, the Form of Proxy must be mailed so as to reach or be deposited with Odyssey, at Trader's Bank Building 702, 67 Yonge Street Toronto, Ontario, M5E 1J8, Attention: Proxy Department or by fax at (800) 517-4553, not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time set for the Meeting or any adjournment thereof or may be accepted by the Chair of the Meeting at his or her discretion prior to the commencement of the Meeting. The Form of Proxy or other instrument used to appoint a proxy shall be executed by the Shareholder or their attorney, or if such Shareholder is a corporation, under the corporate seal, and executed by a director, officer or attorney thereof duly authorized. Alternatively, a Registered Shareholder may complete their Form of Proxy online at https://vote.odysseytrust.com by following the instructions provided on the Form of Proxy.

As a Shareholder of the Company, it is very important that you read the Information Circular and other Meeting materials carefully. They contain important information with respect to voting your Common Shares. Spartan encourages Shareholders to submit their Form of Proxy and return it as soon as possible in accordance with the


instructions outlined in the accompanying Information Circular. Shareholders who do not hold their Common Shares in their own name are strongly encouraged to complete the voting instruction forms received from their broker as soon as possible and to follow the instructions set out in the accompanying Information Circular.

Shareholders may view the Meeting via webcast at the following link: https://link.spartandeltacorp.com/2025AGM. While this link will allow you to listen to the Meeting, the Meeting is not a virtual meeting and you will not be able to ask questions or vote at the Meeting through the webcast, which is why the Company urges Shareholders to complete the Form of Proxy or other voting instruction form in accordance with the instructions outlined in the Information Circular.

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

Calgary, Alberta

April 11, 2025

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Richard McHardy"

Richard McHardy

Chairman

Spartan Delta Corp.

Notice of Annual General and Special Meeting