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Storm Resources Ltd. Proxy Solicitation & Information Statement 2021

Nov 20, 2021

46632_rns_2021-11-19_f2ffb2f4-9251-4e6b-8707-387399d6543b.pdf

Proxy Solicitation & Information Statement

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STORM RESOURCES LTD.

Form of Proxy

For the Special Meeting of Shareholders

This form of proxy is solicited by management (“Management”) and will be used at the Special Meeting of the holders of common shares (“Common Shares”) of Storm Resources Ltd. (the “Corporation”) to be held only by virtual means of remote communication 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, on Wednesday, December 15, 2021 at 10:00 a.m. (Calgary time) and any and all adjournments and postponements thereof (the “Meeting”).

The undersigned holder of Common Shares, hereby appoints Brian Lavergne, the President and Chief Executive Officer of the Corporation, of Calgary, Alberta, or failing him, Michael J. Hearn, the Chief Financial Officer of the Corporation, of Calgary, Alberta, or instead of either of them,_____ of ______ as proxyholder, with power of substitution, to attend and vote for and act on behalf of the undersigned at the Meeting, and at any poll(s) which may take place in consequence thereof, with the same powers that the undersigned would have if the undersigned were present at the Meeting, and without limiting the foregoing, the said proxy is hereby instructed to vote at the said Meeting as follows:

1. Arrangement Resolution 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

For Against

2. At the discretion of the said proxy, to vote upon any amendment or variation of the above matters or any other matter which may properly come before the Meeting or any adjournment or adjournments thereof.

The undersigned hereby revokes any proxies heretofore given.

Dated this __ day of _____, 2021.

(Signature of Shareholder)

(Name of Shareholder – Please Print)

Number of Common Shares represent by this proxy: ________

  • 2 -

Notes:

(1) Unless otherwise indicated, the persons named above, if appointed as proxyholder, will vote ‘FOR’ each of the above matters. If any amendments or variations to matters identified in the notice of meeting are proposed at the Meeting, or if any other business properly comes before the Meeting, discretionary authority is hereby conferred with respect thereto.

(2) Each registered shareholder or an intermediary holding shares on behalf of a registered shareholder has the right to appoint a person, who need not be a shareholder of the Corporation, to attend and to act for him or her and on his or her behalf at the Meeting, other than the persons designated above. To exercise such rights, the names of the persons designated by Management to act should be crossed out and the name of the shareholder’s or intermediary’s nominee should be legibly printed in the blank space provided.

(3) This proxy must be dated and must be executed by the shareholder or his or her attorney authorized in writing or, if the shareholder is a body corporate, under its corporate seal or by an officer or attorney thereof duly authorized. A notarized copy of such authorization should accompany this proxy. Persons signing as executors, administrators, trustees, etc. should so indicate. If the proxy is not dated, it shall be deemed to bear the date on which it was mailed to the shareholder by the Corporation.

(4) To be effective, this proxy must be deposited at the office of the Corporation’s agent, Alliance Trust Company, 1010, 407 – 2nd Street S.W., Calgary, Alberta, T2P 2Y3, or voted via the internet at www.alliancetrust.ca/shareholders. You should have this form of proxy in hand when you access the website as you will be prompted to enter your control number. Your votes must be received by the second last business day preceding the day of the Meeting or otherwise deposited with the Chairman of the Meeting via email at [email protected] on the day of the Meeting prior to the commencement of the Meeting.