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Wolverine Energy and Infrastructure Inc. — Proxy Solicitation & Information Statement 2021
Apr 5, 2021
47731_rns_2021-04-05_78743ec2-5371-472d-8dbd-fd6e4dbb0ef0.pdf
Proxy Solicitation & Information Statement
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that a special meeting (the " Meeting ") of the holders (the " Shareholders ") of common shares (" Wolverine Shares ") of Wolverine Energy and Infrastructure Inc. (the " Corporation " or " Wolverine ") will be held virtually via conference call on Monday, April 26, 2021 at 10:30 a.m. (Calgary time) for the following purposes:
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to consider, and if thought advisable, to pass, with or without variation, a special resolution (the " Arrangement Resolution "), the full text of which is set forth in Appendix "A" to the accompanying information circular of the Corporation dated March 26, 2021 (the " Information Circular "), to approve a plan of arrangement (the " Arrangement ") pursuant to Section 193 of the Business Corporations Act (Alberta) (the " ABCA ") involving the Corporation, Green Impact Operating Corp., Green Impact Partners Spinco Inc., and Green Impact Partners Inc.; and
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to transact such other business as may properly be brought before the Meeting, or any adjournment(s) thereof.
Specific details of the matters proposed to be put before the Meeting are set forth in the Information Circular, which accompanies this Notice of Meeting.
Each person who is a Shareholder of record at the close of business on March 15, 2021 (the " Record Date "), will be entitled to notice of, and to attend and vote at the Meeting provided that, to the extent a Shareholder as of the Record Date transfers the ownership of any Wolverine Shares after such date and the transferee of those Wolverine Shares establishes that the transferee owns the Wolverine Shares and demands, not later than 10 days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Wolverine Shares at the Meeting.
If you are a non-registered Shareholder, please refer to " Voting of Shares – Advice to Beneficial Holders of Wolverine Shares " in the Information Circular for information on how to vote your Wolverine Shares.
Note of Caution Concerning COVID-19 Outbreak
The health and wellbeing of Wolverine's employees, service partners and Shareholders is of utmost importance. As the impact of COVID-19 continues to evolve and to ensure compliance with public health measures enacted by the province of Alberta, the Meeting will be conducted in a virtual only format.
In order to streamline the virtual meeting process, Wolverine encourages Shareholders to vote in advance of the Meeting using the Voting Instruction Form or the Form of Proxy mailed to them with the Meeting materials.
Registered Shareholders and duly appointed proxyholders will be able to attend and participate in the Meeting via a live teleconference. Specifically, registered Shareholders and duly appointed proxy holders who have properly preregistered to participate in the Meeting as outlined below will have the opportunity to (i) speak at the Meeting, and (ii) provided they have not already submitted their votes, participate in telephone voting during the Meeting. Please review the section " How to Vote or Ask Questions at the Meeting " , below, for additional information as to how to vote.
Non-registered Shareholders (being Shareholders who hold their Wolverine Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests. Guests will not be able to vote or ask questions at the Meeting.
THE BOARD OF DIRECTORS AND MANAGEMENT REQUEST ALL SHAREHOLDERS VOTE BY PROXY AND ATTEND THE MEETING VIRTUALLY. THE CONFERENCE NUMBER IS PROVIDED BELOW AND IT ENABLES SHAREHOLDERS TO PARTICIPATE IN A VOICE ONLY CONFERENCE CALL.
Guests may dial the following toll free, or international toll number approximately five minutes prior to the commencement of the Meeting and ask the operator to join the Wolverine Energy and Infrastructure Inc. meeting.
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Virtual Meeting Access Details for Guests:
Date April 26, 2021 Time 10:30 a.m. (Calgary time)
Guest Access (no voting or questions) dial-in: 1-800-319-4610 (Canada/United States toll free) or 1-604-638-5340 (International)
Registered Shareholders or Duly Appointed Proxyholders Access:
Access to voting or asking questions at the Meeting requires early registration at the below link, where unique dial-in details will be provided. Please register at your earliest convenience as registration will close 48 hours prior to the Meeting. For details on how to register, please see sections below.
http://services.choruscall.ca/DiamondPassRegistration/register?confirmationNumber=10013646&linkSecurityString =d35cec55c
If you wish to ask questions at the Meeting, you will need to register at the following link in order to obtain your unique dial-in access:
http://services.choruscall.ca/DiamondPassRegistration/register?confirmationNumber=10013646&linkSecurityString =d35cec55c
Please register at your earliest convenience as registration will close 48 hours prior to the Meeting. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests only. Guests will not be able to vote or ask questions at the Meeting. After pre-registration has been completed, preregistered registered Shareholders and duly appointed proxy holders will see on screen a unique PIN they have been assigned and separate dial-in phone numbers they will use to join the conference call instead of those listed above. These details will also be sent to the pre-registered registered Shareholders and duly appointed proxy holders by email in the form of a calendar booking. It is recommended that they attempt to connect at least ten minutes prior to the scheduled start time of the Meeting.
How to Vote or Ask Questions at the Meeting
If you attend the Meeting by phone, it is important that you are connected to the phone line at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should be registered for the Meeting well in advance and check into the Meeting online and by phone at least 48 hours prior to the start. Any Shareholder who has previously voted their shares will not be able to re-vote at the Meeting.
| Registered Shareholders | Duly Appointed Proxyholders (including Non- | |
|---|---|---|
| Registered Shareholders who appoint themselves) | ||
| Step 1 | Obtain your control number(s) from the form of proxy received in the mail or by email. |
Appoint the Proxyholder: On the form of proxy or voting instruction form you received in the mail or by email, follow the instructions for how to appoint a proxy and vote your shares in person. |
| Step 2 | Register for the Meeting at your earliest convenience in order to receive unique dial-in access and PIN number. You can do this at the following link: http://services.choruscall.ca/DiamondPassRegistr |
Receive confirmation from your broker or intermediary that your proxy appointment is confirmed and follow any additional instructions. This must be done by no later than 10:30 a.m. (Calgary time) on April 22, 2021 (the "voting deadline"). (Please leave ample time to receive in the mail and follow the provided instructions to ensure the |
| ation/register?confirmationNumber=10013646&l | ||
| inkSecurityString=d35cec55c Registration will close 48 hours prior to the meeting. |
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| Registered Shareholders | Duly Appointed Proxyholders (including Non- | |
|---|---|---|
| Registered Shareholders who appoint themselves) | ||
| appointment is complete). | ||
| Step 3 | Receive calendar booking by email from Chorus Call (our virtualmeeting provider) with your unique Meeting access information and PIN number. Please do not share your PIN or the dial-in numbers with anyone. |
After being duly appointed,the proxyholder must register for Meeting at their earliest convenience, in order to receive unique dial-in access and PIN number. They can do this at the following link: http://services.choruscall.ca/DiamondPassRegistration/ register?confirmationNumber=10013646&linkSecurity String=d35cec55c Registration will close 48 hours prior to the meeting. |
| Step 4 | With your unique meeting access information, dial-in at least 10 minutes before the Meeting. Voting instructions will be provided. |
Receive calendar booking by email from Chorus Call (our virtualmeeting provider) with your unique Meeting access information and PIN number. Please do not share your PIN or the dial-in numbers with anyone. |
| Step 5 | With your unique meeting access information, dial- in at least 10 minutes before the Meeting. Voting instructions will be provided. |
Non-registered Shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting but will be able to attend as guests. This is because Wolverine and our transfer agent, Odyssey Trust Company, do not have a record of the non-registered Shareholders of the Corporation and, as a result, will have no knowledge of your shareholdings or entitlement to vote unless you appoint yourself as proxyholder.
Replay Virtual Meeting
To access a telephone replay of the Meeting please dial 1-800-319-6413 (Canada & USA toll-free) or +1-604-638-9010, and when prompted, enter the access code 6310#. The replay will be available until end of day May 8, 2021. Shortly after the Meeting, a downloadable MP3 file of the Meeting will be available through the Wolverine website.
Shareholders who are unable to attend the Meeting virtually are requested to vote in advance using telephone or internet or to COMPLETE AND SIGN THE ACCOMPANYING FORM OF PROXY and forward it in the enclosed envelope to Odyssey Trust Company, Stock Exchange Tower, Suite 1230, 300 – 5[th] Avenue SW, Calgary, Alberta T2P 3C4 or by fax to (800) 517-4553 not later than 10:30 a.m. (Calgary time) on April 22, 2021, or 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement or any adjournment of the Meeting, in order for such proxy to be used at the Meeting, or any adjournment(s) thereof.
A proxyholder has discretion under the accompanying form of proxy in respect of amendments or variations to matters identified in this Notice and with respect to other matters which may properly come before the Meeting, or any adjournment or postponement thereof. As of the date hereof, management of Wolverine knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice. Shareholders who are planning to return the form of proxy are encouraged to review the Information Circular carefully before submitting the proxy form. It is the intention of the persons named in the applicable enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, to vote in favour of the Arrangement Resolution.
Dissent Rights
Pursuant to the Interim Order (as defined the Information Circular), registered holders of Wolverine Shares have been granted the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Wolverine Shares in respect of which such registered Shareholders dissent in accordance
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with the provisions of Section 191 of the ABCA, as modified by the Interim Order. The right of a Shareholder to dissent is more particularly described in the Information Circular and in the Interim Order and the text of Section 191 of the ABCA, which are set forth in Appendices "C" and "D", respectively, to the accompanying Information Circular. To exercise such right to dissent, a registered Shareholder must send to Wolverine, c/o Bennett Jones LLP, 4500 Bankers Hall East, 850 2[nd] Street SW, Calgary, AB, T2P 4K7 Attention: Mike Theroux, a written objection to the Arrangement Resolution, which written objection must be received by 5:00 p.m.(Calgary time) on April 22, 2021 or the day that is two business days immediately preceding the date of the Meeting or any adjournment or postponement of the Meeting, as applicable; and the registered Shareholder must have otherwise complied with the dissent procedures in Section 191 of the ABCA, as modified by the Interim Order.
Failure to strictly comply with the requirements set forth in Section 191 of the ABCA, as modified by the Interim Order, may result in the loss of any right to dissent. Persons who are beneficial owners of Wolverine Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent, should be aware that only the registered holder of such Wolverine Shares is entitled to dissent . Accordingly, a beneficial owner of Wolverine Shares desiring to exercise the dissent rights must make arrangements for such Wolverine Shares beneficially owned to be registered in such holder's name prior to the time the written objection to the Arrangement Resolution is required to be received by Wolverine, or alternatively, make arrangements for the registered holder to dissent on such holder's behalf. The statutory provisions covering the right to dissent are technical and complex. It is strongly recommended that any Shareholders wishing to dissent seek independent legal advice.
Nisku, Alberta March 26, 2021.
By Order of the Board Of Directors of Wolverine Energy and Infrastructure Inc.
(Signed) " Jesse Douglas"
Chief Executive Officer, President and Director
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