TORO OIL & GAS LTD. (formerly Kallisto Energy Corp.) NOTICE OF ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF TORO OIL & GAS LTD.

Transcription

1 TORO OIL & GAS LTD. (formerly Kallisto Energy Corp.) NOTICE OF ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF TORO OIL & GAS LTD. - and - MANAGEMENT INFORMATION CIRCULAR and PROXY STATEMENT Meeting to be held on May 26, 2015 Circular dated April 27, 2015

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3 TORO OIL & GAS LTD. NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that the annual and special meeting (the Meeting ) of the holders (the Shareholders ) of common shares ( Shares ) of Toro Oil & Gas Ltd. ( Toro or the Corporation ) will be held at the Foothills/Twin Peaks Room on the 3rd floor of Centennial Place West Tower, 250 5th Street, S.W., Calgary, Alberta on Tuesday, May 26, 2015 at 3:00 p.m. (Calgary time) for the following purposes: 1. to receive the audited financial statements of Toro for the financial year ended December 31, 2014, together with the auditors report thereon; 2. to appoint MNP LLP, Chartered Accountants, as auditors and to authorize the board of directors to fix the auditors remuneration; 3. to fix the number of directors to be elected at five and to elect the board of directors to serve until the next annual meeting of the Shareholders or until their successors are duly elected or appointed; 4. to approve the Corporation s stock option plan for the ensuing year; 5. to consider, and if deemed advisable, to adopt, with or without variation, a special resolution authorizing the reduction of the stated capital account of the Shares by $71,311,377, as contemplated under Section 38 of the Business Corporations Act (Alberta), as more particularly described in the accompanying management information circular of the Corporation dated April 27, 2015 (the Information Circular ); and 6. 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. Each person who is a Shareholder of record at the close of business on April 15, 2015 (the Record Date ), will be entitled to receive notice of and vote at the Meeting provided that, to the extent a Shareholder as of the Record Date transfers the ownership of any Shares after such date and the transferee of those Shares establishes that the transferee owns the 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 Shares at the Meeting. Calgary, Alberta April 27, 2015 By Order of the Board Of Directors (Signed) Barry Olson President and Chief Executive Officer Shareholders who are unable to attend the Meeting in person are requested to COMPLETE AND SIGN THE ACCOMPANYING FORM OF PROXY and forward it in the enclosed envelope to Alliance Trust Company, Attention: Proxy Department, Suite 1010, 407-2nd Street SW, Calgary, Alberta T2P 2Y3 or by fax to (403) or by internet at not later than 3:00 p.m. on Friday, May 22, 2015, 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

4 TABLE OF CONTENTS Page GLOSSARY OF TERMS... 4 INTRODUCTION... 6 GENERAL PROXY MATERIALS... 6 INFORMATION CONCERNING THE CORPORATION... 7 INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON... 8 VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES... 8 EXECUTIVE COMPENSATION AND REMUNERATION OF DIRECTORS... 8 AUDIT COMMITTEE CORPORATE GOVERNANCE SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS MANAGEMENT CONTRACTS PARTICULARS OF MATTERS TO BE ACTED UPON BOARD APPROVAL ADDITIONAL INFORMATION SCHEDULE A AUDIT COMMITTEE CHARTER... A-1 SCHEDULE B DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES... B-1 SCHEDULE C DIRECTORS, MANAGEMENT, EMPLOYEES AND CONSULTANTS STOCK OPTION PLAN... C-1-3 -

5 GLOSSARY OF TERMS The following is a glossary of terms and abbreviations used frequently throughout this Information Circular. ABCA means the Business Corporations Act (Alberta), including regulations promulgated thereunder. Board means the board of Directors of the Corporation. CEO or Chief Executive Officer means the individual who served as chief executive officer of the Corporation or acted in a similar capacity during the most recently completed financial year. CFO or Chief Financial Officer means the individual who served as chief financial officer of the Corporation or acted in a similar capacity during the most recently completed financial year. Consolidation means the consolidation of the Shares on a 25:1 basis on December 12, Corporation or Toro means Toro Oil & Gas Ltd., a corporation existing under the ABCA. Director means a member of the Board. IFRS means international financial reporting standards. Information Circular means this management information circular and proxy statement dated April 27, 2015, including the schedules appended hereto. Kallisto means Kallisto Energy Corp. Meeting means the annual and special meeting of the Shareholders to be held at the Foothills/Twin Peaks Room on the 3rd floor of Centennial Place West Tower, 250 5th Street, S.W., Calgary, Alberta on Tuesday, May 26, 2015 at 3:00 p.m. (Calgary time) for the purposes set forth in the Notice of Meeting. Named Executive Officer and NEO means the following individuals: (a) the CEO, (b) the CFO, (c) each of the Corporation s three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for such financial year, and (d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of the most recently completed financial year end. NI means National Instrument Continuous Disclosure Obligations. NI means National Instrument Audit Committees. NI means National Instrument Communication with Beneficial Owners of Securities of a Reporting Issuer. NI means National Instrument Disclosure of Corporate Governance Practices. Notice of Meeting means the notice of the Meeting accompanying this Information Circular. Options means stock options to purchase Shares of the Corporation granted under the Option Plan. Option Plan means the stock option plan of the Corporation dated October 20, option-based award means an award under an equity incentive plan of options, including, for greater certainty, the Options, share appreciation rights, and similar instruments that have option-like features

6 Recapitalization means the recapitalization effected on October 1, 2014 pursuant to a definitive reorganization and investment agreement among the Corporation, Barry Olson, Donald Sabo, Greg Phaneuf, Elizabeth More, Neil Wilson, Kellie D Hondt and Paul Storey, which provided among other things for: (i) a non-brokered private placement of approximately $25 million in aggregate; (ii) the appointment of a new management team and board of directors; and (iii) a rights offering to current holders of Shares. Also as part of the recapitalization, the existing management team agreed to resign. Registrar and Transfer Agent means Alliance Trust Company, the registrar and transfer agent of the Corporation as at the date hereof. Record Date means April 15, SEDAR means the system for electronic document analysis and retrieval at Shareholder means a holder of Shares. Share or Shares means common shares in the capital of the Corporation. share-based award means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, Shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock. TSX means the Toronto Stock Exchange. TSXV means the TSX Venture Exchange. Warrants means performance warrants exercisable into Shares at a price of $1.125 per Share within five years from the date of issuance with one-third vesting each of when the 20 day volume weighted average price of the Shares meets or exceeds $1.625, $2.125 and $2.75, respectively

7 INTRODUCTION Unless otherwise stated herein, all capitalized terms herein shall have the meaning set forth in the Glossary of Terms. This Information Circular is furnished to Shareholders in connection with the solicitation of proxies by the management of Toro for use at the Meeting and any adjournment(s) thereof. The Meeting has been called for the purpose of receiving the 2014 annual financial statements and auditors report thereon, the appointment of auditors, considering and voting upon the election of Directors, the annual approval of the Option Plan and considering and voting upon a special resolution authorizing the reduction of the stated capital account of the Shares. This Information Circular and the accompanying Notice of Meeting and form of proxy as well as other related Meeting materials are being mailed or delivered on or about April 29, 2015 to Shareholders of record as at April 15, Unless otherwise indicated, information in this Information Circular is given as of April 27, Unless otherwise specified, all dollar amounts in this Information Circular are expressed in Canadian dollars. Unless otherwise specifically stated, all values are presented on a post-consolidation basis. GENERAL PROXY MATERIALS FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF TORO OIL & GAS LTD. FOR THE FINANCIAL YEAR ENDING DECEMBER 31, 2014 TO BE HELD ON MAY 26, Solicitation of Proxies This Information Circular is furnished in connection with the solicitation of proxies by the management of Toro for use at the Meeting and at any adjournment(s) thereof, for the purposes set forth in the accompanying Notice of Meeting. Appointment and Revocation of Proxies Instruments of proxy must be addressed to the secretary of the Corporation and reach Alliance Trust Company not later than 3 p.m. (Calgary time) on Friday, May 22, 2015, or 48 hours (excluding Saturdays, Sundays and holidays) before the time for the holding of the Meeting or any adjournment(s) thereof. Only Shareholders of the Corporation at the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting unless after that date a Shareholder of record transfers its Shares and the transferee, upon producing properly endorsed certificates evidencing such Shares or otherwise establishing that he owns such Shares, requests at least 10 days prior to the Meeting that the transferee s name be included in the list of Shareholders entitled to vote, in which case, such transferee is entitled to vote such Shares at the Meeting. An instrument of proxy shall be in writing and shall be executed by the Shareholder or his attorney authorized in writing or, if the Shareholder is a Corporation, under its corporate seal or by an officer or attorney thereof duly authorized. The persons named in the enclosed form of proxy are officers of the Corporation. A Shareholder is entitled to appoint a person to attend the Meeting as the Shareholder s representative (who need not be a Shareholder of the Corporation) other than the persons designated in the form of proxy furnished by the Corporation. To exercise such right, the names of the persons designated by management should be crossed out and the name of the Shareholder s appointee should be legibly printed in the blank space provided. A proxy is revocable. The giving of a proxy will not affect a Shareholder s right to attend and vote in person at the Meeting. In addition to revocation in any other manner permitted by law, a Shareholder may revoke a proxy by instrument in writing executed by the Shareholder or such Shareholder s attorney authorized in writing, or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof, duly authorized, and - 6 -

8 deposited at the registered office of the Corporation, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment(s) thereof at which the proxy is to be used, or with the Chairman of the Meeting on the day of the Meeting, or any adjournment(s) thereof. Persons Making the Solicitation The solicitation is made on behalf of management of the Corporation. The costs incurred in the preparation and mailing of the form of proxy, the Notice of Meeting and this Information Circular will be borne by the Corporation. In addition to the mailing of these materials, proxies may be solicited by personal interviews or telephone by Directors and officers of the Corporation, who will not be remunerated therefor. Exercise of Discretion by Proxy The Shares represented by proxy in favour of management nominees shall be voted on any ballot at the Meeting and where the Shareholder specifies the choice with respect to any matter to be acted upon, the Shares shall be voted on any ballot in accordance with the specification so made. In the absence of such specification, Shares will be voted in favour of all matters identified in the Notice of Meeting accompanying this Information Circular. The person appointed under the form of proxy furnished by the Corporation is conferred with discretionary authority with respect to amendments or variations of those matters specified in the form of proxy and Notice of Meeting. At the time of mailing of this Information Circular, management of the Corporation knew of no such amendments, variations or other matters to come before the Meeting. Voting of Shares Advice to Beneficial Holders of Securities The information set forth in this section is of significant importance to many Shareholders as a substantial number of the Shareholders hold their Shares through intermediaries such as brokers and their agents or nominees and not in their own name. Shareholders who do not hold their Shares in their own name (referred to in this Information Circular as Beneficial Shareholders ) should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of the Shares can be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Shares will not be registered under the name of the Shareholder on the records of the Corporation. Such Shares will more likely be registered under the name of the Shareholder s broker or an agent or nominee of that broker. Shares held by brokers or their agents or nominees can only be voted for, or withheld from voting, or voted against any resolution upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers, their agents or nominees are prohibited from voting Shares for their clients. Applicable regulatory policy requires intermediaries and brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders meetings. Every intermediary and broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its broker (or agent or nominee thereof) is identical to the form of the proxy provided to registered Shareholders; however, its purpose is limited to instructing the registered Shareholder how to vote on behalf of the Beneficial Shareholder. A Beneficial Shareholder receiving a proxy from an intermediary cannot use that proxy to vote Shares directly at the Meeting, rather the proxy must be returned to the intermediary well in advance of the Meeting in order to have the Shares voted. A Beneficial Shareholder may however request the intermediary to appoint the Beneficial Shareholder as a nominee of it as a proxy holder. A Beneficial Shareholder should contact the intermediary, broker or agents and nominees thereof, should it have any questions respecting the voting of the Shares. INFORMATION CONCERNING THE CORPORATION The Corporation was incorporated under the ABCA on August 21, 2001 as Arrow Energy Ltd. On October 21, 2002, the Corporation filed Articles of Amendment to remove certain private company provisions from its articles. On October 30, 2009, the Corporation filed Articles of Amendment changing its name to Kallisto Energy Corp. and - 7 -

9 consolidating its Shares on a 4:1 basis. On January 1, 2010, the Corporation was amalgamated with three of its wholly-owned subsidiaries. On October 12, 2012, Kallisto completed a short-form amalgamation with Cumberland Oil & Gas Ltd. and continued under the name Kallisto Energy Corp. On October 1, 2014, the Corporation completed the Recapitalization, pursuant to which a new management team and Board was appointed. On November 20, 2014, the Corporation filed Articles of Amendment changing its name to Toro Oil & Gas Ltd. On December 12, 2014, the Corporation filed Articles of Amendment effecting the Consolidation. The head office of the Corporation is located at 2200, 250 5th Street S.W. Calgary, Alberta, T2P 0R4 and its registered office is located at 4600, 525 8th Avenue, S.W., Calgary, Alberta T2P 1G1. INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON Management of the Corporation is not aware of any material interest, whether direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, of any Director or executive officer of the Corporation who has held that position at any time since the beginning of the Corporation s last financial year, or of any proposed nominee for election as Director of the Corporation or any associate or affiliate of any of the foregoing, other than the election of Directors and the annual approval of the Option Plan as disclosed in the section entitled Particulars of Matters to be Acted Upon. VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES The Corporation is authorized to issue an unlimited number of Shares. As of April 27, 2015, 55,807,602 Shares were issued and outstanding, each such Share carrying the right to one vote on each matter to be considered at the Meeting. The Shareholders of record at the close of business on the Record Date are entitled to vote their Shares at the Meeting on the basis of one vote for each Share held, except to the extent that: (a) (b) such person transfers his Shares after the Record Date; and the transferee of those Shares produces properly endorsed share certificates or otherwise establishes his ownership to the Shares and makes a demand to the Registrar and Transfer Agent, not later than 10 days before the Meeting, that his or her name be included on the Shareholders list. To the knowledge of the Directors or executive officers of the Corporation, as of the Record Date, no person beneficially owns or exercise control or direction over, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all issued and outstanding securities of the Corporation other than: Name and address Number of shares Percentage of shares outstanding Wellington Management Company LLP, 280 Congress Street Boston, MA USA 7,134, EXECUTIVE COMPENSATION AND REMUNERATION OF DIRECTORS Administration by the Compensation Committee The Corporation s executive compensation program is administered by the Compensation Committee, which is also responsible for the Corporation s executive compensation policy. The Compensation Committee: (a) evaluates the Chief Executive Officer s performance and establishes both the elements and amounts of the Chief Executive Officer s compensation; - 8 -

10 (b) (c) (d) (e) (f) in conjunction with the Board, reviews management s recommendations for, and approves the compensation of, the other officers of the Corporation; determines the general compensation structure, policies and programs of the Corporation, including the extent and level of participation in incentive programs; reviews and approves the executive compensation disclosure included in the Corporation s Information Circular each year; oversees compensation risk and talent and succession risk; and reviews the adequacy and form of the compensation of Directors to ensure that such compensation realistically reflects the responsibilities and risks involved in being an effective Director. The Compensation Committee is currently comprised of the following Directors: Messrs. Mahoney (Chair), Bernhard and Seasons, all of whom are independent as such term is defined by NI All members of the Compensation Committee have expertise and extensive experience in compensation and other human resource areas in the oil and gas industry. The objective of the Compensation Committee is to enable the Corporation to recruit, retain and motivate employees and ensure conformity between compensation and other corporate objectives. Executive Compensation Discussion and Analysis The following Executive Compensation Discussion and Analysis is intended to provide information about the Corporation s philosophy, objectives and processes regarding compensation for the executive officers of the Corporation and, specifically, the Named Executive Officers. The Named Executive Officers of the Corporation include: the President and CEO; the CFO; and the three most highly compensated individuals (other than the President and CEO and CFO) whose total salary, bonus and other compensation exceeded $150,000 in respect of the 2014 fiscal year. The following individuals are the Named Executive Officers for the year ended December 31, 2014: Robyn Lore (former President and CEO); Greg Florence (former Chief Financial Officer); Barry Olson (President and Chief Executive Officer); Donald Sabo (Executive Vice President); Greg Phaneuf (Vice-President, Finance and Chief Financial Officer). The following discussion explains how decisions regarding executive compensation are made and the reasoning behind these decisions. Objectives and Philosophy of the Compensation Program The objectives and philosophy of the Corporation s compensation program are to recruit, retain and motivate employees and ensure conformity between compensation and the achievement of corporate objectives. Criteria for Compensation The Board of Directors has established corporate goals and objectives for Toro and has identified a peer group for Toro, which will be implemented by the Compensation Committee in setting overall compensation and salary and bonus structures for Toro for the year ending December 31, The Corporation s compensation package must be capable of attracting and motivating experienced oil and gas industry executive officers. Elements of Compensation and Determination of Amounts for Each Element As part of its mandate, the Compensation Committee strives to provide a competitive compensation package, with a link to corporate performance, by emphasizing the variable components in the form of cash and Options to attract and motivate highly qualified personnel. To this end, the Corporation compensates its executive officers through base salary, bonuses and the award of Options under the Option Plan, all at levels which the Compensation Committee believes are reasonable in light of the financial condition of the Corporation and its performance under the leadership of the executive officers

11 Base Salary Base salary is intended to compensate core competencies in the executive role relative to skills, level of responsibility, industry experience, individual performance and contribution to the growth of the Corporation. Base salaries for executive officers of the Corporation are reviewed annually by the Compensation Committee to ensure they are appropriate so as to protect the ability of the Corporation to hire and retain key personnel. In connection with the Recapitalization, the Compensation Committee reviewed the compensation for the new management team and concluded that the cash compensation to NEOs in respect of 2014 was appropriate. The base salaries of the Named Executive Officers of the Corporation for the years ended December 31, 2014, 2013 and 2012 are disclosed in the Summary Compensation Table below. Bonuses The Compensation Committee determines which variables it will consider in assessing annual bonus awards, if any. No bonuses were paid to the Named Executive Officers in relation to the years ended December 31, 2013 and Bonuses paid in relation to the year ended December 31, 2014 are disclosed in the Summary Compensation Table. Options The Option Plan is a key instrument used by the Corporation in attracting and retaining top performing people with the entrepreneurial characteristics needed to further the Corporation s objectives and prospects for growth. The Corporation believes that long-term performance is achieved through an ownership culture that encourages performance by the Corporation s Directors, officers, employees and consultants through the use of Option grants. In order to attract and retain executives and other key employees, the Corporation has provided in the past, and expects to continue to provide in the future, long-term incentive awards through Option grants. The Corporation has a rolling Option Plan, which allows the Corporation to grant Options to acquire such number of Shares equal to (together with Shares reserved for issuance pursuant to any other security based compensations arrangement) a maximum of 10% of the aggregate of all issued and outstanding Shares on the date of grants to its Directors, officers, other employees and consultants. See Securities Authorized for Issuance under Equity Compensation Plans. Because the Option Plan is a rolling plan, in accordance with the requirements of the TSXV, every year the Option Plan must be approved by the issuer s securityholders. See Particulars of Matters to be Acted Upon Annual Approval of the Option Plan. The Compensation Committee believes that the grant of Options to the Directors and executive officers and Share ownership by such Directors and executive officers serves to motivate achievement of the Corporation s long-term strategic objectives and the result will benefit all Shareholders of the Corporation. The Board reviews the recommendation of the executive officers regarding proposed Option awards to officers, Board members, employees and consultants. The Board members base their decisions upon the seniority, level of responsibility and the contribution of each individual toward the Corporation s goals and objectives. In some cases, Option awards are proposed as a means of enticing personnel into the employ of the Corporation. Consideration is given to the overall number of Options that are outstanding relative to the number of outstanding Shares of the Corporation in determining whether to make any new grants of Options, and the size of such grants. In determining new grants of Options, consideration is given to prior grants as well as the terms of currently outstanding Options. On October 1, 2014, all but 7,280 Options of the Corporation s previous management, directors, employees and consultants were cancelled. Of the 7,280 Options that were not cancelled, 380 expired in November On December 8, 2014, 3,200,000 Options were granted to directors, officers and employees of the Corporation, vesting over three years and exercisable for a period of five years at $1.63 per Share

12 Benefits The Named Executive Officers are eligible to participate in the same benefits as offered to all full-time employees. The Corporation does not view these benefits as a significant element of its compensation structure but does believe that they can be used in conjunction with base salary to attract, motivate and retain individuals in a competitive environment. Risk The Corporation does not believe that its compensation programs encourage excessive or inappropriate risk taking as: the Corporation s employees receive both fixed and variable compensation, and the fixed (salary) portion provides a steady income regardless of the Share value, which allows employees to focus on the Corporation s business; and the Option Plan encourages a long-term perspective due to the vesting provisions of the Options. Hedging The Board does not have a policy prohibiting Named Executive Officers or Directors from purchasing financial instruments that are designed to hedge or offset a decrease in the market value of the equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officer or Director. Summary Compensation Table The following table sets forth the compensation paid by the Corporation to the Named Executive Officers for the three most recently completed financial years of the Corporation: Non-equity incentive plan compensation Name and Principal Position Year Salary Sharebased awards Optionbased awards (1) Annual incentive plans Long-term incentive plans Pension Value All Other Compensation Total Compensation Robyn Lore (2) President & Chief Executive Officer $150,000 $200,000 $200,000 $22,672 $460,000 (5) $610,000 $222,672 $200,000 Greg Florence (2) Chief Financial Officer $123,750 $165,000 $165,000 $19,714 $214,500 (5) $338,250 $184,714 $165,000 Barry Olson (3) President & Chief Executive Officer $46,250 N/A N/A $520,644 $35,000 $1,031,157 (4) $1,633,051 N/A N/A Donald Sabo (3) Executive President Vice $45,000 N/A N/A $520,644 $35,000 $1,796,887 (4) $2,397,531 N/A N/A Greg Phaneuf (3) Vice President, Finance & Chief Financial Officer $45,000 N/A N/A $409,439 $30,000 $486,871 (4) $971,310 N/A N/A Notes: (1) Reflects the fair value of Options issued under the Option Plan. The value shown is estimated to be the fair value at the grant date calculated using the Black-Scholes Option pricing model with the following assumptions:

13 2013 Share price ($2.00), Risk Free Rate (1.35%), Expected Life (3 years), Volatility (108%), Dividends (nil) 2014 Share price ($1.50), Risk Free Rate (1.38%), Expected Life (5 years), Volatility (127%), Dividends (nil) (2) In connection with the Recapitalization, Messrs. Lore and Florence ceased to be employees of the Corporation on October 1, (3) Messrs. Olson, Sabo and Phaneuf were appointed President and Chief Executive Officer, Executive Vice President and Vice President, Finance & Chief Financial Officer, respectively, on October 1, (4) On October 1, 2014, the Corporation completed the Recapitalization. As part of the Recapitalization, Messrs. Olson, Sabo and Phaneuf purchased an aggregate of 4,591,526 units from the Corporation at a price of $ per unit, with each unit consisting of one Share and one Warrant. Each Warrant has a value of $ , which reflects the fair value of Warrants. The value shown is estimated to be the fair value at the issue date calculated using the Black-Scholes Option pricing model with the following assumptions: 2014 Share price ($1.50), Risk Free Rate (1.38%), Expected Life (5 years), Volatility (127%), Dividends (nil) (5) Messrs. Lore and Florence were paid $460,000 and $214,500, respectively, in severance in connection with the Recapitalization. Outstanding Option-Based Awards and Share-Based Awards The following table sets forth information in respect of all awards outstanding by the Corporation or its subsidiaries, directly or indirectly, to each of the Named Executive Officers at the end of the Corporation s most recently completed financial year ended December 31, Option-Based Awards Share-Based Awards Name and Principal Position Number of Securities Underlying Unexercised Options (#) Option Exercise Price ($) Option Expiration Date Value of Unexercised in-the money Options (1) ($) Number of Shares or Units of Shares that have not Vested (#) Market or Payout Value of Share- Based Awards that have not Vested ($) Market or Payout Value of Share-Based Awards not paid out or distributed ($) Robyn Lore (2) President & Chief Executive Officer Greg Florence (2) Chief Financial Officer Barry Olson (3) President & Chief Executive Officer, Director Donald Sabo (3) Executive Vice President Greg Phaneuf (3) Vice President, Finance & Chief Financial Officer nil nil N/A nil nil N/A 412,000 $1.63 December 8, ,000 $1.63 December 8, ,000 $1.63 December 8, 2019 Notes: (1) Unexercised in-the-money Options refer to those Options in respect of which the market value of the underlying security as at the financial year ended December 31, 2014 exceeds the exercise or base price of the Option, being the difference between the market value of the securities as at December 31, 2014 and the exercise price of the Options. The closing price of the Corporation s Shares on December 31, 2014 was $1.00 (2) In connection with the Recapitalization, Messrs. Lore and Florence ceased to be employees of the Corporation on October 1, (3) Messrs. Olson, Sabo and Phaneuf were appointed President and Chief Executive Officer, Executive Vice President and Vice President Finance and Chief Financial Officer, respectively, on October 1, Incentive Plan Awards Value Vested or Earned During the Most Recently Completed Financial Year-End The following table sets forth information in respect of incentive plan awards vested or earned by each of the Named Executive Officers on the date of vesting of the applicable award during the Corporation s most recently completed financial year ended December 31,

14 Name and Principal Occupation Option-based Awards Value vested during the year (1) ($) Share-based awards Value vested during the year ($) Non-equity incentive plan compensation Value earned during the year ($) Robyn Lore (2) President & Chief Executive Officer, Director Greg Florence (2) Chief Financial Officer Barry Olson (3) President & Chief Executive Officer, Director Donald Sabo (3) Executive Vice President, Director Greg Phaneuf (3) Vice President, Finance & Chief Financial Officer Notes: (1) Reflects the aggregate dollar value that would have been realized if the Options that vested during the year had been exercised on the vesting date. (2) In connection with the Recapitalization, Messrs. Lore and Florence ceased to be employees of the Corporation on October 1, (3) Messrs. Olson, Sabo and Phaneuf were appointed President and Chief Executive Officer, Executive Vice President and Vice President Finance and Chief Financial Officer, respectively, on October 1, Termination Benefits None of the Corporation s NEO has any contractual right to payments in connection with any termination. On October 1, 2014, Messrs. Lore and Florence were paid $460,000 and $214,500, respectively, as severance in connection with the Recapitalization. Compensation of Directors Other than Options, current Directors did not receive compensation for their services for the year ended December 31, The following table sets forth all amounts of compensation provided to Directors who are not Named Executive Officers for the Corporation s most recently completed financial year ended December 31, Name and Principal Position Fees Earned ($) Share-based awards ($) Option-based awards ($) (2) Non-equity incentive plan compensation ($) Pension Value ($) All Other Compensation (3) ($) Total Compensation ($) James Mahoney (1) $133,952 $193,342 $327,294 Christopher Seasons (1) $133,952 $235,307 $369,259 Dean Bernhard (1) $133,952 $363,654 $497,606 Notes: (1) Messrs. Mahoney, Seasons and Bernhard were appointed directors on October 1, (2) Reflects the fair value of Options issued under the Option Plan. The value shown is estimated to be the fair value at the grant date calculated using the Black-Scholes Option pricing model with the following assumptions: 2013 Share price ($2.00), Risk Free Rate (1.35%), Expected Life (3 years), Volatility (108%), Dividends (nil) 2014 Share price ($1.50), Risk Free Rate (1.38%), Expected Life (5 years), Volatility (127%), Dividends (nil) (3) On October 1, 2014, the Corporation completed the Recapitalization. As part of the Recapitalization, Messrs. Mahoney, Bernhard and Seasons purchased an aggregate of 1,686,318 units from the Corporation at a price of $ per unit, with each unit consisting of one Share and one Warrant. Each Warrant has a value of $ , which reflects the fair value of Warrants. The value shown is

15 estimated to be the fair value at the issue date calculated using the Black-Scholes Option pricing model with the following assumptions: 2014 Share price ($1.50), Risk Free Rate (1.38%), Expected Life (5 years), Volatility (127%), Dividends (nil) The following table sets forth information in respect of all awards outstanding by the Corporation or its subsidiaries, directly or indirectly, to each of the Directors who are not Named Executive Officers at the end of the Corporation s most recently completed financial year ended December 31, Option-Based Awards Share-Based Awards Name Number of Securities Underlying Unexercised Options (#) Option Exercise Price ($) Option Expiration Date Value of Unexercised in-the money Options (1) ($) Number of Shares or Units of Shares that have not Vested (#) Market or Payout Value of Share-Based Awards that have not Vested ($) James Mahoney 106,000 $1.63 December 8, 2019 Christopher Seasons 106,000 $1.63 December 8, 2019 Dean Bernhard 106,000 $1.63 December 8, 2019 Note: (1) Unexercised in-the-money Options refer to those Options in respect of which the market value of the underlying security as at the financial year ended December 31, 2014 exceeds the exercise or base price of the Option, being the difference between the market value of the securities as at December 31, 2014 and the exercise price of the Options. The closing price of the Corporation s Shares on December 31, 2013 was $1.00 The following table sets forth information in respect of incentive plan awards vested or earned by each of the Directors who are not Named Executive Officers on the date of vesting of the applicable award during the Corporation s most recently completed financial year ended December 31, Name Option-based Awards Value vested during the year (1) ($) Share-based awards Value vested during the year ($) Non-equity incentive plan compensation Value earned during the year ($) James Mahoney Director Christopher Seasons Director Dean Bernhard Director Note: (1) Reflects the aggregate dollar value that would have been realized if the Options that vested during the year had been exercised on the vesting date. AUDIT COMMITTEE The Corporation is required to have an audit committee under the ABCA and pursuant to the provisions of NI Audit Committee Charter Pursuant to NI , the Corporation is required to have a written charter which sets out the duties and responsibilities of its Audit Committee. The Audit Committee charter is attached hereto as Schedule A

16 Composition of the Audit Committee The Audit Committee is currently comprised of the following members: Name and Office, if any Dean Bernhard, CMA Chairman of the Audit Committee Independent Yes Financially Literate Yes James Mahoney Yes Yes Christopher Seasons Yes Yes Relevant Education and Experience In addition to each member s general business experience, the education and experience of each person appointed to the Audit Committee that is relevant to the performance of his responsibilities as an Audit Committee member is as follows: Dean Bernhard, CMA Mr. Bernhard is a Certified Management Accountant and has been the Vice President, Finance and Chief Financial Officer of RMP Energy Inc., a TSX listed company, since May Prior thereto he was Vice President and Chief Financial Officer of Orleans Energy Ltd. and Vice President and Chief Financial Officer with E3 Energy Inc., both publicly listed oil and gas companies on the TSX. Mr. Bernhard began his career with Amoco Canada Limited and held progressively more senior positions with Crestar Energy Inc., Tarragon Oil and Gas Limited, Marathon Oil Canada Limited and Compton Petroleum Corporation. Mr. Bernhard earned a Bachelor of Commerce, Finance degree (with distinction) from the University of Saskatchewan. He also possesses his Certified Management Accountant designation. James Mahoney Mr. Mahoney founded and is President of HorizonOne Asset Management. Mr. Mahoney has over 25 years of experience in the investment industry, specializing in the energy and technology sectors. He has a proven track record in energy fund management, equity investing (including private equity) and strategic/transaction advisory/structuring. Mr. Mahoney s prior work experience includes positions as President, Lehman Brothers Canada, VP and Director, Scotia Capital (Calgary and Toronto) and Analyst, Imperial Oil. Mr. Mahoney holds a CFA, an M.B.A. from the University of Toronto Rotman School of Management and a B.A. in Economics from the University of Western Ontario. Christopher Seasons Mr. Seasons is a Senior Advisor at ARC Financial Corp., an energy focused private equity manager. Mr. Seasons served as the President of Devon Canada, a subsidiary of Devon Energy Corp., and was a Senior Vice President of Devon Energy from 2004 to June He joined Northstar Energy Corporation ( Northstar Energy ) in 1996 and served as Vice President of Exploitation from 1999 to Prior to Northstar Energy, he served two years with Stampeder Exploration and 12 years with Shell Canada. Mr. Seasons holds a Bachelor of Science degree in Chemical Engineering from Queen s University and is a professional engineer. Audit Committee Oversight At no time since the commencement of the Corporation s most recently completed financial year, was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board

17 Reliance on Certain Exemptions At no time since the commencement of the Corporation s most recently completed financial year has the Corporation relied on the exemption in section 2.4 of NI (De Minimis Non-audit Services), or an exemption from NI , in whole or in part, granted under Part 8 of NI (Exemptions). Pre-Approval Policies and Procedures The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services other than the general requirements under the heading External Audit of the Audit Committee Charter which states that the Audit Committee must pre-approve any non-audit services to the Corporation and the fees for those services. External Auditor Service Fees (By Category) The aggregate fees billed by the Corporation s external auditors in each of the last two financial years for audit and non-audit related services are as follows: Financial Year (1) Audit Fees (2) Review of Interim Consolidated Financial Statements Tax Fees (4) All Other Fees (5) 2014 $ 43,000 $19,260 $3,500 $12,840 Notes: 2013 $ 39,835 $56,710 (3) $3,500 - (1) Shown in the year that the fees relate to, not necessarily when they were invoiced. (2) Audit fees were for professional services rendered by MNP LLP for the audit of the Corporation s annual financial statements. (3) The 2013 Interim Reviews were completed by Deloitte LLP. (4) Tax fees include tax compliance, tax advice and tax planning professional services. (5) All other fees include fees for professional services rendered by MNP LLP in relation to Toro s public offering announced in December Exemption As a venture issuer within the meaning of NI , the Corporation is relying upon the exemption provided by section 6.1 of NI , which exempts venture issuers from the requirements of Part 5, Reporting Obligations of NI CORPORATE GOVERNANCE Corporate governance refers to the structures and processes employed by the Corporation to direct and manage its business and affairs, so as to best achieve the Corporation s objectives. Disclosure of the Corporation s corporate governance practices in accordance with NI is attached hereto as Schedule B. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS Equity Compensation Plan Information The following table sets forth information in respect of compensation plans under which equity securities of the Corporation are authorized for issuance, as at the Corporation s financial year ended December 31, 2014:

18 Plan Category Number of securities to be issued upon exercise of outstanding Option Weighted-average exercise price of outstanding Options Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders Equity compensation plans not approved by security holders 3,206,900 $ ,293 (2) Total 3,206,900 $ ,293 Notes: (1) Shares issuable upon exercise of outstanding Options. (2) Under the Corporation s current Option Plan, a maximum of 4,050,193 Options, or 10% of the issued and outstanding Shares, were available for grant at December 31, INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS Management of the Corporation is not aware of any indebtedness outstanding to the Corporation or its subsidiaries by Directors, Named Executive Officers, employees or former executive officers as at the end of the most recently completed financial year ended December 31, 2014 or thereafter. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS Other than as disclosed in the Information Circular, management of the Corporation is not aware of any material interest, direct or indirect, of any informed person of the Corporation, any proposed Director or any associate or affiliate of any informed person or proposed Director, in any transaction since the commencement of the Corporation s most recently completed financial year ended December 31, 2014 or in any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries. MANAGEMENT CONTRACTS Management functions of the Corporation have not been performed to any substantial degree by any person other than the Directors or executive officers of the Corporation. Election of Directors PARTICULARS OF MATTERS TO BE ACTED UPON The affairs of the Corporation are managed by the Directors who are elected annually for a one year term at each annual general meeting of the Shareholders and hold office until the next annual general meeting, or until their successors are duly elected or appointed or until a Director vacates his office or is replaced in accordance with the by-laws of the Corporation. The Shareholders are entitled to elect the Directors. The persons named below have been nominated for election and have consented to such nomination. Unless authority to vote on the election of Directors is withheld, it is the intention of the persons named in the accompanying instrument of proxy to vote such proxies to fix the number of directors to be elected at five (5) and to vote for the election of the following nominees as Directors. If, prior to the Meeting, any vacancies occur in the proposed nominees herein submitted, the persons named in the enclosed form of proxy intend to vote for the election of any substitute nominee or nominees recommended by management of the Corporation and for the remaining proposed nominees. The following are the names, occupations, residences and number of Shares held by each of the proposed nominees for election as Directors:

19 Name, Place of Residence Principal Occupation for the Past Five Years Date First Elected/Appointed as a Director Number and Percentage of Voting Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly by the Proposed Director (1) Barry Olson (2)(9) Calgary, Alberta, Canada Don Sabo (3) Calgary, Alberta, Canada (4) (7)(8)(9) James Mahoney Toronto, Ontario, Canada Christopher Seasons (5)(7)(8)(9) Calgary, Alberta, Canada Mr. Olson is a petroleum engineer and the President and CEO of Toro. Previously, Barry was the Country Manager (Canada) for Pacific Oil & Gas Ltd., an independent energy resources development company. Previously, Mr. Olson was the founder, President & Chief Executive Officer of Orleans Energy Ltd., a TSX-listed entity. Mr. Sabo is a petroleum geologist and the Executive Vice President of Toro. Previously, Mr. Sabo was a founder, director and Executive Vice President at Red River Oil Inc. Previously, Mr. Sabo was a founder, director and Executive Vice President at Plenty Energy Inc., a founder, Chairman and President & Chief Executive Officer at Gibraltar Energy Inc. Mr. Mahoney is founder and has been the President of HorizonOne Asset Management since Mr. Seasons is a Senior Advisor at ARC Financial Corp. Previously, Mr. Seasons served as the President of Devon Canada Corp. from 2004 to June October 1, ,468,267 (10) October 1, ,725,996 October 1, ,256,600 (11) October 1, ,926 (6)(7) (8) Dean Bernhard, CMA Calgary, Alberta, Canada Mr. Bernhard is a Certified Management Accountant and has been the Vice President, Finance and Chief Financial Officer of RMP Energy Inc., a TSX listed company, since May Prior thereto he was Vice President and Chief Financial Officer of Orleans Energy Ltd. and Vice President and Chief Financial Officer with E3 Energy Inc. October 1, ,704 (12) Notes: (1) The information as to Shares beneficially owned, not being within the knowledge of the Corporation, has been provided by the respective Directors. (2) Mr. Olson currently holds 412,000 Options and 1,428,267 Warrants, which, if exercised, would raise the total number of Shares beneficially owned, directly or indirectly by Mr. Olson to 3,308,534 Shares. Assuming no other changes in share capital but the exercise of the Options and Warrants held by Mr. Olson, upon such exercise Mr. Olson would beneficially own, directly or indirectly approximately 6% of the issued Shares of the Corporation. (3) Mr. Sabo currently holds 412,000 Options and 2,488,889 Warrants, which, if exercised, would raise the total number of Shares beneficially owned, directly or indirectly by Mr. Sabo to 5,626,855 Shares. Assuming no other changes in share capital but the exercise of the Options and Warrants held by Mr. Sabo, upon such exercise Mr. Sabo would beneficially own, directly or indirectly approximately 10% of the issued Shares of the Corporation (4) Mr. Mahoney currently holds 106,000 Options and 267,800 Warrants, which, if exercised, would raise the total number of Shares beneficially owned, directly or indirectly by Mr. Mahoney to 1,630,400 Shares. Assuming no other changes in share capital but the exercise of the Options held by Mr. Mahoney, upon such exercise Mr. Mahoney would beneficially own, directly or indirectly approximately 3% of the issued Shares of the Corporation. (5) Mr. Seasons currently holds 106,000 Options and 325,926 Warrants, which, if exercised, would raise the total number of Shares beneficially owned, directly or indirectly by Mr. Seasons to 757,852. Assuming no other changes in share capital but the exercise of the Options held by Mr. Seasons, upon such exercise Mr. Seasons would beneficially own, directly or indirectly approximately 1% of the issued Shares of the Corporation. (6) Mr. Bernhard currently holds 106,000 Options and 503,704 Warrants, which, if exercised, would raise the total number of Shares beneficially owned, directly or indirectly by Mr. Bernhard to 1,113,408 Shares. Assuming no other changes in share capital but the

20 exercise of the Options and Warrants held by Mr. Bernhard, upon such exercise Mr. Bernhard would beneficially own, directly or indirectly approximately 2% of the issued Shares of the Corporation. (7) Current member of Audit Committee. (8) Current member of Compensation Committee. (9) Current member of Reserves Committee. (10) Mr. Olson's spouse owns an aggregate of 53,215 Shares, over which Mr. Olson does not have any control, direction or beneficial ownership. (11) Mr. Mahoney controls HorizonOne Asset Management, which holds 1,178,800 Shares. Mr. Mahoney personally holds 77,800 Shares. Mr. Mahoney's spouse owns an aggregate of 235,600 Shares, over which Mr. Mahoney does not have any control, direction or beneficial ownership. (12) Mr. Bernhard's spouse owns an aggregate of 88,889 Shares, over which Mr. Bernhard does not have any control, direction or beneficial ownership. Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions To the Corporation s knowledge, no proposed Director (nor any personal holding company of any of such person) is, as of the date of this Information Circular, or was within ten years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including Toro), that was subject to a cease trade order (including a management cease trade order), an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than thirty consecutive days (collectively, an Order ) that was issued while the proposed Director was acting in the capacity as director, chief executive officer or chief financial officer, or was subject to an Order that was issued after the proposed Director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. To the Corporation s knowledge, no proposed Director (nor any personal holding company of any of such person) is, as of the date of this Information Circular, or has been within the ten years before the date of this Information Circular, a director or executive officer of any company (including Toro) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets. To the Corporation s knowledge, no proposed Director (nor any personal holding company of any of such person) has, within the ten years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the Director. To the Corporation s knowledge, no proposed Director (nor any personal holding company of any of such person) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable Shareholder in deciding whether to vote for the proposed Director. Appointment of Auditor The Shareholders will be asked at the Meeting to vote for the appointment of MNP LLP, 1500, 640 5th Avenue S.W., Calgary AB T2P 3G4, as the auditors of the Corporation, for the ensuing year and to authorize the Directors to fix their remuneration. MNP LLP were first appointed the auditors of the Corporation on December 11, Unless otherwise directed, Shares representing proxies in favour of management nominees will be voted in favour of the appointment of MNP LLP as auditors of the Corporation, to hold office until the next annual general meeting of the Shareholders, or until their successors are duly elected or appointed, and to authorize the Board to fix their remuneration