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Surge Energy Inc. — Proxy Solicitation & Information Statement 2021
Jul 19, 2021
44672_rns_2021-07-19_dc817af8-9e15-4452-bc9c-e1b38b08a69c.pdf
Proxy Solicitation & Information Statement
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SURGE ENERGY INC.
Form of Proxy – Special Meeting to be held on August 17, 2021
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Stock Exchange Tower 1230, 300 5[th] Ave SW Calgary, AB T2P 3C4
Appointment of Proxyholder
I/We being the undersigned holder(s) of Surge Energy Inc. hereby appoint Paul Colborne, President and Chief Executive Officer of the Corporation or failing this person, Jared OR Ducs, Chief Financial Officer of the Corporation
Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:
as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Special Meeting of Surge Energy Inc. (“ Surge ”) to be held virtually at https://web.lumiagm.com/275179871 at August 17, 2021 at 9:30 a.m. (Calgary Time) or at any adjournment thereof.
1. Surge Issuance Resolution. To consider and, if thought advisable, to approve, with or without amendment, an ordinary resolution approving the For Against issuance of common shares of Surge (“ Surge Shares ”) pursuant to a plan of arrangement involving, inter alia , Surge, Astra Oil Corp. (“ AOC ”) and the holders of common shares of AOC under Section 193 of the Business Corporations Act (Alberta)
2. Surge Share Consolidation Resolution. Conditional upon the Surge Issuance Resolution being passed at the Special Meeting, to consider and, For Against if thought advisable, to pass, with or without variation, a special resolution approving the amendment to the articles of Surge to effect a consolidation of the Surge Shares on the basis for one (1) post-consolidation Surge Share for each 8.5 pre-consolidation Surge Shares
Authorized Signature(s) – This section must be completed for your instructions to be executed.
I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.
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This form of proxy is solicited by and on behalf of Management.
Proxies must be received by 9:30 a.m., Calgary time, on August 13, 2021.
Notes to Proxy
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Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Special Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.
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If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
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This proxy should be signed in the exact manner as the name appears on the proxy.
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If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
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The securities represented by this proxy will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.
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The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
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This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.
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This proxy should be read in conjunction with the accompanying documentation provided by Management.
INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:
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To Vote Your Proxy Online please visit:
https://login.odysseytrust.com/pxlogin and click on VOTE. You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this proxy.
To Virtually Attend the Meeting:
Shareholder Address and Control Number Here
You can attend the meeting virtually by visiting https://web.lumiagm.com and entering the meeting ID 275-179-871. For further information on the virtual Special Meeting and how to attend it, please view the joint management information circular of Surge and AOC.
To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at www.odysseycontact.com
Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.