An anonymous director of Tamarack Valley reports
INSTITUTIONAL SHAREHOLDER SERVICES RECOMMENDS SHAREHOLDERS OF HEADWATER EXPLORATION INC. AND TAMARACK VALLEY ENERGY LTD. VOTE "FOR" THE PROPOSED ARRANGEMENT; TSX CONDITIONALLY APPROVES LISTING OF TRIBUTARY SECURITIES
Independent proxy advisory firm Institutional Shareholder Services (ISS) has recommended that shareholders of Tamarack Valley Energy Ltd. and shareholders of Headwater Exploration Inc. vote for the special resolutions approving the proposed arrangement involving Headwater, Tamarack, Tributary Exploration Inc., Headwater shareholders and Headwater shareholders.
Highlights:
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The Headwater board unanimously recommends that Headwater shareholders vote for the Headwater resolutions;
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The Tamarack board unanimously recommends that Headwater shareholders vote for the Tamarack resolutions;
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Reminder to vote well in advance of the proxy voting deadlines of Nov. 16, 2026, at 9 a.m. Calgary time, in the case of Headwater shareholders, and Nov. 16, 2026, at 10 a.m. Calgary time, in the case of Headwater shareholders;
- Headwater shareholder questions or voting assistance -- please contact Odyssey Trust Company at 1-888-290-1175;
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Headwater shareholder questions or voting assistance -- please contact Laurel Hill Advisory Group
by e-mail at
assistance@laurelhill.com
or by texting "INFO" to or calling, 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside North America).
ISS has also recommended that Headwater shareholders vote for the ordinary resolution approving the issuance of common shares of Tamarack pursuant to the arrangement and the ordinary resolution approving the non-brokered private placement of units of Tributary for aggregate gross proceeds of up to $30-million and that Headwater shareholders vote for the ordinary resolution approving the Tributary private placement, each of which will be voted on by Headwater shareholders at the Tamarack meeting or by Headwater shareholders at the Headwater meeting, as applicable.
Additional information on the proposed resolutions can be found in the joint management information circular of Headwater and Tamarack dated Oct. 13, 2026.
Independent third party proxy advisory recommendations
ISS is an independent proxy advisory firm whose objective and impartial analysis is relied upon by many of the world's leading institutional investors to inform their voting ecisions.
ISS stated: "The deal's strategic merits appear compelling. The resulting issuer is expected to benefit from improved trading liquidity, increased scale, stronger financial position and meaningful annualized synergies, while shareholders also retain the upside potential held in the Spinco assets through equity ownership in Tributary."
Recommendations of the Tamarack board and the Headwater board
ISS's recommendation to vote for the arrangement is consistent with the unanimous recommendation of the boards of directors of each of Tamarack and Headwater.
The Tamarack board unanimously recommends that Headwater shareholders vote for each of the Tamarack arrangement resolution, the share issuance resolution, the Tamarack private placement resolution and the ordinary resolution approving the Tributary option plan. In addition, the Tamarack board unanimously determined that the arrangement and the entering into of the arrangement agreement dated Sept. 7, 2026, among Tamarack, Headwater and Tributary are in the best interests of Tamarack and the arrangement is fair to Headwater shareholders.
The Headwater board unanimously recommends that Headwater shareholders vote for each of the Headwater arrangement resolution, the Headwater private placement resolution and the ordinary resolution approving the Tributary option plan. In addition, the Headwater board unanimously determined that the arrangement and the entering into of the arrangement agreement are in the best interests of Headwater and the arrangement is fair to Headwater shareholders.
The meetings
The special meeting of Headwater shareholders to approve the Tamarack resolutions will be held on Wednesday, Nov. 18, 2026, at 10 a.m. Calgary time in a virtual-only format that will be conducted by live webcast (password: TVE2026 (case sensitive)).
The special meeting of Headwater shareholders to approve the Headwater resolutions will be held on Wednesday, Nov. 18, 2026, at 9 a.m. Calgary time in a virtual-only format that will be conducted by live webcast (password: HWX2026 (case sensitive)).
Headwater shareholders and Headwater shareholders of record as of the close of business on Oct. 8, 2026, are eligible to vote at the Tamarack meeting and the Headwater meeting, respectively.
The information circular and related documents with respect to the Tamarack meeting and the Headwater meeting can be accessed on-line on the website for the Tamarack meeting and on Headwater's website, respectively, and on each of Tamarack's and Headwater's SEDAR+ issuer profiles.
Amendment to the tributary option plan
In order to align with good corporate governance practices, the proposed share option plan of Tributary to be considered and voted upon at the Tamarack meeting and the Headwater meeting has been amended to provide that the aggregate value of options granted to any one non-management director of Tributary in any one-year period may not exceed $100,000, and that the aggregate value of all awards granted to any one non-management director under all security-based compensation arrangements of Tributary in any one-year period may not exceed $150,000. No other changes have been made to the Tributary option plan.
A copy of the amended Tributary option plan was filed on Nov. 5, 2026, under the category "Other" on Headwater's SEDAR+ issuer profile. The amended Tributary option plan supersedes the version filed on Oct. 19, 2026. The resolutions to be voted on at the Tamarack meeting and the Headwater meeting will be in respect of the Tributary option plan, as so amended. The summary of the Tributary option plan in the information circular, including in Appendix J, should be read as supplemented by this news release.
Headwater shareholders and Headwater shareholders who have already voted and wish to change their vote on the resolutions approving the Tributary option plan or on any other matter may do so by submitting a new proxy or voting instruction form before the applicable proxy voting deadline. A later-dated proxy revokes any earlier proxy. Registered shareholders may also revoke a proxy in the manner described in the information circular under the heading "Revocability of Proxy," and non-registered shareholders should contact their intermediaries for instructions on changing their voting instructions.
Receipt of Toronto Stock Exchange conditional approval
Tamarack and Headwater are also pleased to announce that the TSX has conditionally approved the listing of the common shares of Tributary and common share purchase warrants of Tributary issuable pursuant to the arrangement on the TSX. Listing of such securities is subject to Tributary fulfilling all of the requirements of the TSX.
Vote your shares today -- voting is important and easy
The proxy voting deadline for the Tamarack meeting is Nov. 16, 2026, at 10 a.m. Calgary time. The proxy voting deadline for the Headwater meeting is Nov. 16, 2026, at 9 a.m. Calgary time. Headwater shareholders and Headwater shareholders are encouraged to vote well in advance of the proxy voting deadline to ensure their vote is submitted in a timely manner. Headwater shareholders and Headwater shareholders may vote on-line, by telephone, or any other methods provided in the form of proxy or voting instruction form included as part of the mailing of the information circular and related meeting materials.
Shareholder questions and voting assistance
If Headwater shareholders have questions regarding participation or voting at the Tamarack meeting, please contact Odyssey Trust Company, Tamarack's registrar and transfer agent, at 1-888-290-1175.
If Headwater shareholders have questions, including on the procedures for voting at the Headwater meeting, please contact Headwater's proxy solicitation agent, Laurel Hill Advisory Group.
Toll-free calls in North America: 1-877-452-7184 (1-416-304-0211 outside North America)
Text message: text "INFO" to 416-304-0211 or 1-877-452-7184
E-mail:
assistance@laurelhill.com
We seek Safe Harbor.
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