JUNE-05-2012: CGX AGM VOTING JUNE-05-2012
CGX ENERGY - NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an Annual and Special Meeting (the "Meeting") of Shareholders of CGX ENERGY INC. (the "Corporation") will be held at the Toronto Board of Trade, 1 First Canadian Place, Toronto, ON, on Thursday, June 28, 2012, at the hour of 4:00 o’clock in the afternoon (Toronto time) for the following purposes:
(a) to receive and consider the audited consolidated financial statements of the Corporation for the fiscal year ended December 31, 2011 together with the auditors’ report thereon;
(b) to elect Directors for the ensuing year;
(c) to appoint the auditors of the Corporation and to authorize the Directors to fix the remuneration of the auditors;
(d) to confirm the current Stock Option Plan of the Corporation which fixes the maximum aggregate number of shares reserved for issuance under the Plan at 9% of the issued and outstanding common shares of the Corporation from time to time;
(e) to consider, and if deemed advisable, to pass an ordinary resolution of disinterested shareholders to approve the private placement of 85,714,285 Units of the Corporation to Pacific Rubiales Energy Corp. that would result in the creation of a new "Control Person" of the Corporation, as defined under the policies of the TSX Venture Exchange (the “Control Person Resolution”) and certain ancillary matters that will enable the Corporation to complete the private placement, the full text of which is set forth in the management information circular of the Corporation dated May 31, 2012 (the “Management Information Circular”) accompanying this notice of meeting (“Notice of Meeting”), as more particularly described in the accompanying Management Information Circular; and
(f) to transact such further or other business as may properly come before the Meeting or any adjournment thereof.
The details of the matters proposed to be put before the Meeting, including the text of the respective resolutions referenced above are set forth in the Management Information Circular accompanying this Notice of Meeting, which is supplemental to and expressly made a part of this Notice of Meeting.
Shareholders of record as of the close of business on May 18, 2012 will be entitled to vote at the Meeting. Shareholders who are unable to attend the Meeting in person are requested to date and sign the enclosed form of proxy and return it in the envelope provided for that purpose not later than the close of business on June 26, 2012.