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Stampede Drilling Inc. Proxy Solicitation & Information Statement 2026

Apr 23, 2026

46468_rns_2026-04-23_8cd48056-3be4-4ac0-8e90-4dc1e56a43bd.pdf

Proxy Solicitation & Information Statement

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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting (the "Meeting") of holders (the "Shareholders") of common shares ("Common Shares") of STAMPEDE DRILLING INC. (the "Corporation") will be held in the Western Canadian Place Conference Centre, South Tower, 3rd Floor, 700 – 9th Ave SW, Calgary, Alberta on Thursday, May 14, 2026 at 2:00 p.m. (Calgary time) for the following purposes:

  1. to receive the financial statements of the Corporation for the financial year ended December 31, 2025 together with the auditors' report thereon;
  2. to fix the number of directors to be elected at the meeting at seven (7);
  3. to elect directors of the Corporation;
  4. to appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, of Calgary, Alberta, as auditors of the Corporation and to authorize the directors to fix the remuneration of the auditors;
  5. to consider and, if thought advisable, to pass an ordinary resolution approving the Corporation's incentive stock option plan (the "Option Plan"), which provides that the maximum number of Common Shares that may be reserved for issuance under the Option Plan from time to time shall not exceed 10% of the aggregate number of Common Shares issued and outstanding from time to time;
  6. to consider and, if thought advisable, to pass, with or without variation, a special resolution authorizing the amendment of the Corporation's articles to consolidate the issued and outstanding Common Shares at such time and on such a basis as the board of directors of the Corporation may determine, provided that the consolidation not be greater than a 12 to 1 basis; and
  7. to transact such further or other business as may properly come before the Meeting or any adjournments thereof.

The specific details of the matters the Corporation intends to put before Shareholders at the Meeting are contained in the accompanying management information circular dated April 13, 2026 (the "Circular"). Shareholders are directed to read the Circular carefully in evaluating the matters for consideration at the Meeting.

All Shareholders of record as of April 7, 2026, are entitled to vote their Common Shares at the Meeting, or at any adjournment thereof, either in person or by proxy.

SHAREHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ACCOMPANYING FORM OF PROXY IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED THEREIN AND, IN THE CIRCULAR, AND RETURN IT IN THE ENVELOPE PROVIDED FOR THAT PURPOSE.


Registered Shareholders are requested to deposit their duly executed form of proxy with the Corporation's registrar and transfer agent, Odyssey Trust Company, by mail at 67 Yonge Street, Suite 1100, Toronto, Ontario M5E 1J8 Attn: Proxy Department, by fax to 1-800-517-4553 or by voting online in accordance with the instructions on the form of proxy no later than 2:00 p.m. (Calgary time) on May 12, 2026 or not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the Meeting or any adjournment thereof at which the proxy is to be used, or deliver it to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof, prior to the time of voting.

The instrument appointing a proxy shall be in writing and shall be executed by the Shareholder or the Shareholder's attorney authorized in writing or, if the Shareholder is a company, by an officer or duly authorized attorney thereof.

THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY ARE DIRECTORS AND/OR OFFICERS OF THE CORPORATION. EACH SHAREHOLDER HAS THE RIGHT TO APPOINT A PROXYHOLDER OTHER THAN SUCH PERSONS, WHO NEED NOT BE A SHAREHOLDER, TO ATTEND AND TO ACT FOR SUCH SHAREHOLDER AND ON SUCH SHAREHOLDER'S BEHALF AT THE MEETING. TO EXERCISE SUCH RIGHT, THE NAME OF THE SHAREHOLDER'S APPOINTEE SHOULD BE LEGIBLY PRINTED IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY.

DATED April 13, 2026.

By Order of the Board of Directors

"Lyle Whitmarsh"

Lyle Whitmarsh

Chairman, President and Chief Executive Officer