This Management Information Circular accompanies the Notice of Special Meeting (the “Meeting”) of the shareholders of PANORAMA PETROLEUM INC. (the “Company”) to be held at 11:00 a.m. on Friday, March 24, 2017, and is furnished in connection with the solicitation of proxies by management for use at that Meeting and any adjournment thereof.
SOLICITATION OF PROXIES
The enclosed proxies are being solicited by the management of the Company. Solicitations will be made by mail and possibly supplemented by telephone or other personal contact to be made without special compensation by directors, officers and employees of the Company. The Company may reimburse shareholders’ nominees or agents for the cost incurred in obtaining from their principals authorization to execute forms of proxy. The cost of the solicitation will be borne by the Company.
These security holder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.
EXECUTION OF PROXIES
The execution of a proxy shall be by the registered shareholder or his attorney authorized in writing or, in the case of a corporation, by a duly authorized officer or attorney of the corporation. In order to be effective, completed proxies must be deposited at the office of the Company’s transfer agent, Computershare 9th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 by 11:00 am, Pacific Time, on March 22, 2017, or with the chairman of the Meeting on the day of the Meeting or any adjournment thereof, prior to the vote on which it is to be exercised. A registered shareholder has the right to appoint a person (who need not be a registered shareholder) to represent him at the Meeting, other than the persons named in the enclosed proxy. Such right may be exercised by inserting the name of such other person in the blank space provided in the proxy and striking out the names of the management’s proposed proxyholders therein.
Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered” shareholders because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. More particularly, a person is not a registered shareholder in respect of shares which are held on behalf of that person (the “non-registered holder”) but which are registered either: (a) in the name of an intermediary (an “intermediary”) that the non-registered holder deals with in respect of the shares (intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP’s, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“CDS”)) of which the intermediary is a participant. In accordance with the requirements of National Instrument 54-101 (Communication with Beneficial Owners of Securities of a Reporting Issuer), the Company has distributed copies of the Notice of Special Meeting, this Management Information Circular and the proxy (collectively, the “Meeting Materials”) to the clearing agencies and intermediaries for onward distribution to non-registered holders.
Intermediaries are required to forward the Meeting Materials to non-registered holders unless a non-registered holder has waived the right to receive them. Very often, intermediaries will use service companies to forward the Meeting Materials to non-registered holders. Generally, non-registered holders who have not waived the right to receive Meeting Materials will either:
(a) be given a form of proxy which has already been signed by the intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the non-registered holder but which is otherwise not completed. Because the intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the non-registered holder when submitting the proxy. In this case, the non-registered holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with Computershare as provided above; or
(b) more typically, be given a voting instruction form which is not signed by the intermediary, and which, when properly completed and signed by the non-registered holder and returned to the intermediary or its service company, will constitute voting instructions (often called a “proxy authorization form”) which the intermediary must follow. Typically, the proxy authorization form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label containing a bar-code and other information. In order for the form of proxy to validly constitute a proxy authorization form, the non-registered holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the intermediary or its service company in accordance with the instructions of the intermediary or its service company.
In either case, the purpose of this procedure is to permit non-registered holders to direct the voting of the shares which they beneficially own. Should a non-registered holder who receives one of the above forms wish to vote at the Meeting in person, the non-registered holder should strike out the names of the management proxyholders named in the form and insert the non-registered holder’s name in the blank space provided. In either case, non-registered holders should carefully follow the instructions of their intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.
REVOCATION OF PROXIES
Any registered shareholder returning an enclosed form of proxy may revoke the same at any time insofar as it has not been exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing, including a proxy bearing a later date, executed by the registered shareholder or by his attorney authorized in writing or, where the registered shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered either to the registered office of the Company at 502-815 Hornby Street, Vancouver, British Columbia, V6Z 2E6 at any time up to and including 11:00 am, Pacific Time, on March 22, 2017 or to the chairman of the Meeting on the day of the Meeting or any adjournment thereof, and upon either of such deposits, the proxy is revoked. Only registered shareholders have the right to revoke a proxy. Non-registered holders who wish to change their vote must, at least seven (7) days before the Meeting, arrange for their respective intermediaries to revoke the proxy on their behalf.
VOTING OF PROXIES
The shares represented by proxies in favour of management nominees will, if the instructions are certain, be voted on any poll and, where a choice with respect to the matter to be acted upon has been specified in the form of proxy, will be voted in accordance with the specification so made. Where no choice is specified, such shares will be voted on a poll in favour of each matter specifically described in the enclosed proxy.
When so authorized by the registered shareholder, the accompanying form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to the matters identified in the Notice of Special Meeting and such other matters as may properly come before the Meeting. At the date of this Management Information Circular, management of the Company knows of no such amendments, variations or other matters which may come before the Meeting.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
Authorized and Issued Capital
The authorized capital of the Company consists of an unlimited number of common shares without par value (the “Common Shares”). On February 27, 2017, the Company had 143,200,080 Common Shares outstanding and entitled to be voted at the Meeting.
Registered shareholders are entitled to receive notice of and to attend meetings of shareholders of the Company. At such meetings, each registered shareholder is entitled to cast one (1) vote per Common Share.
To the knowledge of the directors and senior officers of the Company, only the following persons beneficially owned, directly or indirectly, or had control or direction over, more than 10% of the outstanding voting shares of the Company as at February 27, 2017:
- 9,583,325 Common Shares are beneficially owned by Larnite Corporation (Pvt.) Ltd., 100,611,092 Common Shares are beneficially owned by Maverick Petroleum Ltd., and 141,250 Common Shares are owned by Lutfur Rahman Khan, the Chairman and a director of the Company.
Only shareholders of record on February 22, 2017, will be entitled to vote at the Meeting. Those registered shareholders desiring to vote at the Meeting by proxy must deliver the applicable form of proxy to the Company’s transfer agent, Computershare 9th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 by 11:00 am. Pacific Time, on March 22, 2017, or deposit same with the chairman of the Meeting on the day of the Meeting or any adjournment thereof, prior to the vote on which it is to be used.
BUSINESS OF THE MEETING
CONSOLIDATION OF SHARE CAPITAL:
To consider and, if deemed advisable, to pass a special resolution (in the form attached to this Notice) authorizing the consolidation of all the issued and outstanding shares of the Company on the basis of one (1) post-consolidation common share for five and one half (5.5) pre-consolidation common shares.
The Board of Directors believes that the share consolidation will have numerous benefits including (i) providing the Company with greater flexibility in pursuing and executing hydrocarbon sector opportunities to develop shareholder value and (ii) providing the Company with an improved capital structure to facilitate the additional financings required by the Company. The Company is presently focusing on late stage exploration/early stage development hydrocarbon opportunities internationally.
BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
- the Company be and is hereby authorized to consolidate all of its issued Common Shares without par value on the basis of five and one half (5.5) pre-consolidation Common Shares without par value being consolidated into one (1) Common Share without par value. As of the date hereof the Company has 143,200,080 shares issued and outstanding. Following the consolidation, it is expected that the Company will have approximately 26,036,378 shares issued and outstanding. The number of Common Shares reserved for issuance under the Company’s Stock Option Plan are to be reduced proportionately;
- if, as a result of the Share Consolidation, any fractional Common Shares resulting from the Share Consolidation will be rounded down to the nearest whole number;
- any director or officer of the Company be and is hereby authorized and directed on behalf of the Company to sign and deliver all documents and do all things necessary and advisable in connection with the foregoing; and
- notwithstanding the approval of the proposal to consolidate the issued share capital of the Company, the directors of the Company be and they are hereby authorized without further approval of the Shareholders to modify, vary or amend such terms and conditions in respect of the Share Consolidation as may be required by the regulatory authorities having jurisdiction or as the Board of Directors may in its sole discretion deem in the best interests of the Company, and the directors are further authorized to abandon such transactions and matters, in whole or in part.
CHANGE OF NAME OF THE COMPANY:
In the months and years ahead, the Company intends to refocus its efforts on international opportunities in the energy industry. In conjunction with that refocus and renewal, management of the Company proposes that the name of the Company be changed to mark this transition. Any name change is subject to regulatory approval. Shareholders will be asked at the meeting to consider, and if thought appropriate, to pass a special resolution in substantially the following form:
BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
- pursuant to the Business Corporations Act (British Columbia) Article 1 of the Articles of the Corporation be and they are hereby amended by changing the name of the Company from “Panorama Petroleum Inc.” to “Stamper Oil & Gas Corp.” or to such other name as the directors may in their sole discretion approve;
- the directors of the Company may revoke this resolution before it is acted on without further approval of the Shareholders;
- upon Articles of Amendment having become effective in accordance with the provisions of the Business Corporations Act (British Columbia) the Articles of the Company are amended accordingly; and
- any officer director of the Company be and is hereby authorized and director to execute all documents and to do all things as deemed necessary and appropriate for the implementation of this resolution including the execution and delivery to the Registrar of Corporations of Articles of Amendment in duplicate.
OTHER MATTERS TO BE ACTED UPON
The management knows of no matters to come before the Meeting of the shareholders other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the shares represented by the proxies solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the proxies.
Additional information relating to the Company is available on SEDAR at www.sedar.com. Financial information is provided in the Company’s comparative financial statements and Management’s Discussion & Analysis for the year ended June 30, 2016, copies of which can be obtained upon request from the Company at 604-284-2401.
APPROVAL OF THE BOARD OF DIRECTORS
Except as otherwise indicated, the information contained herein is given as of February 27, 2017. The contents of this Management Information Circular and the sending thereof to the members of the Company have been approved by the Board of Directors of the Company.
BY ORDER OF THE BOARD
“Lutfur Rahman Khan”
Chairman of the Board of Directors
February 27, 2017
Vancouver, British Columbia