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Document Containing the Information Required by Form 51-102F5 - Information Circular in Respect of Proposed Nominees for Election as Directors of Aurwest Resources Corporation

January 24, 2020 | About:

For Purposes of a Proxy Solicitation Made by Public Broadcast

VANCOUVER, BC / ACCESSWIRE / January 24, 2020 /

INFORMATION REGARDING THIS DOCUMENT

This document is being filed pursuant to section 9.2(6)(a) of National Instrument 51-102 - Continuous Disclosure Obligations in connection with the proposed nomination by Colin Christensen, Elmer B. Stewart, Warren Brown and Cameron MacDonald (the "Concerned Shareholders") of four individuals (the "Concerned Shareholder Nominees") for election as directors of Aurwest Resources Corporation ("Aurwest" or the "Corporation") at the Corporation's annual general meeting of shareholders to be held on February 28, 2020, including any and all adjournments or postponements of such meeting (the "Meeting"). Based on public disclosure documents, it is our understanding that the head office of Aurwest is Suite 1100 - 1111 Melville Street Vancouver, British Columbia V6E 3V6

All information in this document is provided as of January 23, 2020.

INFORMATION REGARDING THE CONCERNED SHAREHOLDER NOMINEES

The following table includes, in respect of each Concerned Shareholder Nominee, the individual's name, province or state, and country of residence, principal occupation, business or employment within the five preceding years, and the number of securities of the Corporation that each Concerned Shareholder Nominee beneficially owns, or exercises control or direction over, directly or indirectly, as of the date of this document.

Name and Municipality of Residence

Present Occupation and Positions Held During the Last Five Years1

Number of Common Shares/Total Securities of the Corporation Owned and Controlled2

% of the Corporation

Colin Christensen

Calgary, Alberta, Canada

Consultant and VP Corporate Development, Investor Relations, Strata-X Energy Ltd. (TSXV: SXE).

394,250

3.1%

Elmer Stewart

Calgary, Alberta, Canada

President & CEO, Copper Fox Metals Inc. (TSXV: CUU), Chairman & Director, District Copper Corp. (TSXV: DCOP).

159,500

1.2%

Warren Brown

Calgary, Alberta, Canada

CPA, CMA and Co-Founder, Former CFO & VP Corporate Development, White Owl Energy Services (2016-2019). Senior Investment Banker, Emerging Equities Inc.

35,714

0.3%

Cameron MacDonald

Calgary, Alberta, Canada

President & CEO Salida Energy Inc., Aloha Brands Inc. and Plexus Technology Corporation (2018 to Present).

894,250

6.9%


Each Concerned Shareholder Nominees qualifies as independent of the Corporation under applicable Canadian securities laws and policies of the Canadian Securities Exchange.

None of the Concerned Shareholder Nominees or any of their associates or affiliates has any material interest, direct or indirect, other than by way of ownership of securities of the Corporation, in any matter to be acted upon at the Meeting, other than the election of directors. None of the Concerned Shareholder Nominees or any of their associates or affiliates has or has had any material interest, direct or indirect, in any transaction or proposed transaction since the commencement of the Corporation's last financial year that has materially affected or would or could materially affect the Corporation.

Each of the Concerned Shareholder Nominee has consented to being named herein and to serving as a director of the Corporation and meets the director eligibility requirements established under applicable Canadian laws and by the Corporation. If elected, each Concerned Shareholder Nominee will hold office until the close of the next annual meeting of shareholders of the Corporation or until his successor is elected or appointed, unless his office is earlier vacated.

None of the Concerned Shareholder Nominees is, or has been, within the last 10 years, a director or executive officer of any company (including the Corporation) that, while acting in that capacity; was the subject of a cease trade or similar 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 30 consecutive days (an "order"); was subject to an order that was issued after the proposed director ceased to be a director or executive officer and which resulted from an event that occurred while that person was acting in the capacity as director or executive officer; or within a year of ceasing to act in the capacity of a director or executive officer, 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.

None of the Concerned Shareholder Nominees is, as of the date of this document, or has been within 10 years before the date of this document, 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 proposed director. None of the Concerned Shareholder Nominees have 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 been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision. Except as disclosed herein, none of the Concerned Shareholder Nominees is to be elected under any arrangement or understanding between such Concerned Shareholder Nominees and any other person or company.

A relationship exists between the Concerned Shareholders and the Concerned Shareholder Nominees. The Concerned Shareholders intend to cause all of the common shares owned and/or controlled by them to be voted at the Meeting in favour of the election of the Concerned Shareholder Nominees.

Additionally, each Concerned Shareholder Nominee has established his eligibility to serve as a director, consenting to be named in a dissident proxy circular that may be filed as a nominee and to serve as a director of the Corporation, if elected.

Sincerely,

Cameron MacDonald

On behalf of the Concerned Shareholders
of Aurwest Resources Corporation

For further information, please contact Cameron MacDonald by phone at (403) 585-9875 or by email at [email protected] or Colin Christensen by phone at (403) 483-8363 or by email at [email protected].

1 None of the Concerned Shareholders Nominees has been or is currently a director of the Corporation, nor have any of the Concerned Shareholders Nominees held any other position or office with the Corporation or any of its affiliates.

2 "Control" means the ownership, directly or indirectly, in the aggregate of the registered and beneficial ownership interests of an entity and the possession, directly or indirectly, of the power to direct an entity, whether through the ability to exercise voting power, by contract or otherwise ("Controlled" and "Controls" have meanings correlative thereto).

SOURCE: Aurwest Resources Corporation



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