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Tenaz Energy Corp. Proxy Solicitation & Information Statement 2025

May 2, 2025

46207_rns_2025-05-02_f0419951-0eda-4504-981f-332fa0b6477a.pdf

Proxy Solicitation & Information Statement

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TENAZ ENERGY CORP.

Form of Proxy – Annual General Meeting to be held on May 29, 2025.

ODYSSEY
Stock Exchange Tower
1230 – 300 5th Avenue SW
Calgary AB T2P 3C4

Appointment of Proxyholder

I/We being the undersigned holder(s) of common shares of Tenaz Energy Corp. (the "Company") hereby appoint Anthony Marino, President and Chief Executive Officer of the Company, or failing this person, Bradley Bennett, Chief Financial Officer of the Company (the "Management Nominees").

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:

NOTE: If completing the appointment box above YOU MUST email [email protected] and provide Odyssey Trust with the name and email address of the person you are appointing. Odyssey Trust will use this information ONLY to provide the appointee with a username to gain entry to the online meeting.

as my/our proxyholder with full power of substitution 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 Annual General Meeting of the Company to be held virtually at https://web.lumiagm.com/230390326 on May 29, 2025 at 10:00 a.m. (MDT), or at any adjournment thereof (the "Meeting").

1. Number of Directors. To fix the number of directors to be elected at the Meeting at six (6). For Against
2. Election of Directors. For Withhold For Withhold For Withhold
a. Marty Proctor b. Anna Alderson c. John Chambers
d. Anthony Marino e. Varinia Radu f. Mark Rollins
3. Appointment of Auditors. To appoint Deloitte LLP as the auditors of the Company for the ensuing year and to authorize the directors to fix their renumeration. For Withhold
4. Incentive Plan. To approve unallocated entitlements under the Tenaz Incentive Plan. For Against

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 the Management Nominees.

Signature(s):

Date

MM / DD / YY

Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management's Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.

☐ Annual Financial Statements – Check the box to the right if you would like to NOT RECEIVE the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.


INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME

This form of proxy is solicited by and on behalf of management of the Company.

Proxies must be received by 10:00 a.m. (MDT) on May 27, 2025.

Notes to Proxy

  1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent them at the 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.
  2. 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.
  3. This proxy should be signed in the exact manner as the name appears on the proxy.
  4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed to the holder.
  5. 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 the Management Nominees.
  6. 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.
  7. 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.
  8. This proxy should be read in conjunction with the accompanying Meeting documentation.

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To Vote Your Proxy Online please visit: https://vote.odysseytrust.com

You will require the CONTROL NUMBER printed with your address to the right.

You can attend the Meeting virtually by visiting https://web.lumiagm.com and entering the meeting ID 230-390-326. For further information on the virtual Meeting and how to attend it, please view the management information circular of the Company. The Meeting password is: tenaz2025 (case sensitive).

If you vote by Internet, do not mail this proxy. 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.

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 https://odysseytrust.com/ca-en/help/