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Storm Resources Ltd. — Proxy Solicitation & Information Statement 2021
Nov 20, 2021
46632_rns_2021-11-19_0a0b6fdd-f33e-4d0b-900c-2de351537e5a.pdf
Proxy Solicitation & Information Statement
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STORM RESOURCES LTD. NOTICE OF SPECIAL MEETING OF SECURITYHOLDERS
When: December 15, 2021 at 10:00 a.m. (Calgary time) Where: Virtual only Meeting via webcast at https://us02web.zoom.us/j/81481582544 and teleconference at 1-855-703-8985 (Canada toll free) or 1-888-475-4499 (U.S. Toll Free), Meeting ID 814 8158 2544
NOTICE IS HEREBY GIVEN that a special meeting (the " Meeting ") of holders (" Shareholders ") of common shares (" Company Shares ") of Storm Resources Ltd. (" Storm ") and holders (" Optionholders ", and together with the Shareholders, the " Securityholders ") of options to acquire Company Shares (" Company Options ") will be held on December 15, 2021 at 10:00 a.m. (Calgary time) for the following purposes:
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to consider, pursuant to an interim order (the " Interim Order ") of the Court of Queen's Bench of Alberta dated November 18, 2021, and, if deemed advisable, to pass, with or without variation, a special resolution (the " Arrangement Resolution ") approving a proposed arrangement (the " Arrangement ") involving Storm, Canadian Natural Resources Limited (" CNRL ") and the Securityholders, pursuant to section 193 of the Business Corporations Act (Alberta) (the " ABCA "), whereby, among other things, CNRL will acquire all of the issued and outstanding Company Shares for cash consideration of $6.28 per Company Share, as more particularly described in the accompanying management information circular of Storm dated November 19, 2021 (the " Information Circular "). The full text of the Arrangement Resolution is set forth in Appendix A to the Information Circular; and
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to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
Specific details of the matters to be put before the Meeting are set forth in the Information Circular. The full text of the plan of arrangement (the " Plan of Arrangement ") implementing the Arrangement is attached as Schedule "A" to the Arrangement Agreement which is attached as Appendix B to the Information Circular. The full text of the Interim Order is attached as Appendix C to the Information Circular.
Registered holders of Company Shares (" Registered Shareholders ") and Optionholders at the close of business on November 15, 2021 (the " Record Date ") are entitled to receive notice of, attend and vote by proxy in advance of the Meeting. If you acquire your Company Shares after the Record Date and wish to vote by proxy at the Meeting, you must produce properly endorsed Company Share certificates or otherwise establish that you own the Company Shares and request through our transfer agent, Alliance Trust Company, 1010, 407 – 2nd Street S.W., Calgary, Alberta, T2P 2Y3, not later than ten days before the Meeting, that your name be included in the list of Registered Shareholders entitled to vote by proxy at the Meeting. Optionholders are not permitted to transfer their Company Options.
If you are not a Registered Shareholder and instead receive materials through your broker, investment dealer, bank, trust company or other intermediary (each, an " Intermediary "), please complete the form of proxy or voting instruction form provided to you by your Intermediary in accordance with the instructions provided therein.
It is important to us at Storm that you exercise your vote. If you are a Registered Shareholder or Optionholder, please: (i) complete and sign the enclosed applicable instrument of proxy and return it to the Company's agent, Alliance Trust Company, 1010, 407 – 2nd Street S.W., Calgary, Alberta, T2P 2Y3; or (ii) complete the form of proxy online at www.alliancetrust.ca/shareholders/. Even if you plan to attend the virtual Meeting, you must vote via proxy as in-person voting at the time of the Meeting will not be possible. In order to be acted upon at the Meeting, validly completed instruments of proxy must be returned by 10:00 a.m. (Calgary time) on December 13, 2021, or, if the Meeting is adjourned or postponed, at least 48 hours prior to such adjourned or postponed Meeting (excluding Saturdays,
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Sundays and statutory holidays in the Province of Alberta). The chair of the Meeting may waive, without notice, the time limit for deposit of proxies.
Pursuant to the Interim Order, Registered Shareholders have been granted the right to dissent with respect to the Arrangement Resolution and, if the Arrangement is completed, to be paid the fair value of their Company Shares by Storm in accordance with the provisions of section 191 of the ABCA, as modified by the Interim Order and the Plan of Arrangement. A Registered Shareholder's right to dissent is more particularly described in the Information Circular, as well as in the text of the Interim Order and the text of section 191 of the ABCA, which are attached as Appendix C and Appendix E, respectively, to the Information Circular. To exercise such right to dissent, a dissenting Shareholder must send to Storm, c/o Stikeman Elliott LLP, 4300 Bankers Hall West 888 - 3rd Street S.W. Calgary, Alberta T2P 5C5, Attention: Allison Kuntz (email: [email protected]), a written objection to the Arrangement Resolution not later than 4:00 p.m. (Calgary time) on December 8, 2021 (or the date that is five business days immediately prior to the date of any adjournment or postponement of the Meeting). Failure to strictly comply with the requirements set forth in section 191 of the ABCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of any right of dissent.
Persons who are beneficial owners of Company Shares ("Beneficial Shareholders") registered in the name of an Intermediary who wish to dissent should be aware that only Registered Shareholders are entitled to dissent. Accordingly, a Beneficial Shareholder desiring to exercise the right of dissent must make arrangements for the Company Shares beneficially owned by such Beneficial Shareholder to be registered in the Beneficial Shareholder's name prior to the time the written objection to the Arrangement Resolution is required to be received by, or on behalf of, Storm or, alternatively, make arrangements for the registered holder of such Company Shares to dissent on behalf of the Beneficial Shareholder. It is strongly recommended that any Shareholder wishing to dissent seek independent legal advice.
DATED this 19th day of November, 2021.
BY ORDER OF THE BOARD OF DIRECTORS OF STORM RESOURCES LTD.
(signed) " Brian Lavergne " Brian Lavergne
President, Chief Executive Officer and Director