WEST ISLE ENERGY INC. INFORMATION CIRCULAR

Transcription

1 WEST ISLE ENERGY INC. INFORMATION CIRCULAR For the Annual General Meeting of Shareholders To be held on Thursday, July 5, 2012 PROXIES Solicitation of Proxies This Information Circular dated May 31, 2012 is furnished in connection with the solicitation of proxies by the management of West Isle Energy Inc. (the "Corporation") for use at the Annual General Meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") of the Corporation to be held on Thursday, July 5, 2012 at 11:00 a.m. (Calgary time) at The Sandman Inn Atrium 1, Ave SW Calgary Alberta T2P 3J3 and at any adjournment thereof, for the purposes set forth in the accompanying Notice of Meeting. Any solicitation of proxies will be primarily by mail, but may also be undertaken by way of telephone, facsimile or oral communication by the directors, officers and regular employees of the Corporation, at no additional compensation. Costs associated with any solicitation of proxies will be borne by the Corporation. Appointment of Proxyholders Accompanying this Management Information Circular is an instrument of proxy for use at the Meeting. Shareholders who are unable to attend the Meeting in person and wish to be represented by proxy must date and sign the enclosed instrument of proxy in accordance with the instructions below. All properly executed instruments of proxy for Shareholders must be voted by internet or telephone in accordance with the Instrument of Proxy or deposited at the offices of: Computershare, Proxy Department, 100 University Ave, Toronto, ON M5J 2Y1 or via faxed to , not later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the time set for the Meeting or any adjournment thereof. The persons designated in the instrument of proxy are officers and/or directors of the Corporation. A Shareholder desiring to appoint a person (who need not be a Shareholder) other than the persons designated in the accompanying instrument of proxy, to attend at and represent the Shareholder at the Meeting may do so by inserting the name of the designated representative in the blank space provided on the instrument of proxy and striking out the names of the management nominees. Alternatively, a Shareholder may complete another appropriate instrument of proxy. Such Shareholder should notify the nominee of his appointment, obtain his consent to act as proxy and should instruct him on how the Shareholder s Common Shares are to be voted. Signing of Proxy The instrument of proxy must be voted by internet or telephone in accordance with the Instrument of Proxy or signed by the Shareholder or the Shareholder's duly appointed attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by a duly authorized officer or attorney of the corporate Shareholder. An instrument of proxy signed by a person acting as attorney or in some other representative capacity (including a representative of a corporate Shareholder) should indicate that person's capacity (following his or her signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has previously been filed with the Corporation). 1

2 Revocability of Proxies A Shareholder who has submitted an instrument of proxy may revoke it at any time prior to the exercise thereof in any manner permitted by law, including by instrument in writing executed by the Shareholder or by his or her duly authorized attorney or, if the Shareholder is a corporation, under its corporate seal or executed by a duly authorized officer or attorney of the corporate Shareholder and deposited either: (i) 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 thereof, at which the instrument of proxy is to be used; or (ii) with the Chairman of the Meeting on the day of the Meeting, or any adjournment thereof. In addition, an instrument of proxy may be revoked by a registered Shareholder personally attending the Meeting and voting the securities represented thereby or, if the registered Shareholder is a corporation, by a duly authorized representative of the corporation attending at the Meeting and voting such securities. Advice to Non-Registered Holders The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold shares in their own name (a "Non-Registered Holder"). If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder s name on the records of the Corporation. Such Common Shares will more likely be registered under the names of the Shareholder s broker or an agent of that broker (an "Intermediary") that the Non-Registered Holder deals with in respect of the Common Shares. Intermediaries include banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans. In Canada, the majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities, which is a clearing agency that acts as nominee for many Canadian brokerage firms). Only registered holders of Common Shares, or the persons they appoint as their proxies, are permitted to attend and vote at the Meeting. If you are a Non-Registered Holder, you should note that in respect of your Common Shares, only proxies deposited by the registered holder of your Common Shares on the records of the Corporation (i.e. an Intermediary) can be recognized and acted upon at the Meeting. Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Non-Registered Holder. Without specific instructions, Intermediaries and their agents and nominees are prohibited from voting share for the Intermediary s clients. Therefore, Non-Registered Holders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person on a timely basis. In accordance with the requirements of National Instrument of the Canadian Securities Administrators, the Corporation has distributed copies of the Notice of Meeting, this Management Information Circular and the instrument of proxy (collectively, the "Meeting Materials") to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders. Intermediaries are required to forward Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Every Intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Non-Registered Holders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy or voting instruction form supplied to a Non-Registered Holder by its Intermediary or the agent of the Intermediary is similar to the form of proxy provided to registered Shareholders by the Corporation. However, its purpose is limited to instructing the registered Shareholder (the Intermediary or its agent) on how to vote on behalf of the Non-Registered Holder. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ( Broadridge ), formerly ADP Investor Communications. Broadridge typically prepares a machine-readable voting instruction form which is - 2 -

3 mailed to Non-Registered Holders with a request that the Non-Registered Holders return the form to Broadridge or otherwise communicate voting instructions to Broadridge (ie. by way of the Internet or telephone). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Non-Registered Holder receiving a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting - the voting instruction form must be returned to Broadridge (or voting instructions communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. Should a Non-Registered Holder wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should strike out the names of the persons named in the proxy and insert the Non-Registered Holder's (or such other person's) name in the blank space provided or, in the case of a voting instruction form, follow the corresponding instructions on the form. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies. Only registered Shareholders have the right to revoke a proxy. Non-Registered Holders who wish to change their vote must in sufficient time in advance of the Meeting, arrange for their respective Intermediaries to change their vote and if necessary revoke their proxy in accordance with the revocation procedures set above. Voting of Proxies and Exercise of Discretion by Proxyholders All Common Shares represented at the Meeting by properly executed proxies will be voted on any ballot that may be called for and, where a choice with respect to any matter to be acted upon has been specified in the instrument of proxy, the Common Shares represented by the instrument of proxy will be voted in accordance with such instructions. The management designees named in the accompanying instrument of proxy will vote or withhold from voting the Common Shares in respect of which they are appointed in accordance with the direction of the Shareholder appointing him or her on any ballot that may be called for at the Meeting. In the absence of such direction, such Common Shares will be voted "FOR" the proposed resolutions at the Meetings. The accompanying instrument of proxy confers discretionary authority upon the persons named therein with respect to amendments of or variations to the matters identified in the accompanying Notice and with respect to other matters that may properly be brought before the Meeting. In the event that amendments or variations to matters identified in the Notice are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the management designees to vote in accordance with their best judgment on such matters or business. At the date of this Management Information Circular, management of the Corporation knows of no such amendment, variation or other matter to come before the Meeting other than the matters referred to in the accompanying Notice. VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting is May 31, 2012 (the "Record Date"). Only Shareholders whose names are entered in the Corporation's register of shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting, provided that, to the extent that: (i) a registered Shareholder has transferred the ownership of any Common Shares subsequent to the Record Date; and (ii) the transferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes that he or she owns the Common Shares and demands, not later than ten days before the Meeting, that his or her name be included on the Shareholder list before the Meeting, in which case the - 3 -

4 transferee shall be entitled to vote his or her Common Shares at the Meeting. The transfer books will not be closed. The Corporation is authorized to issue an unlimited number of Common Shares without par value and an unlimited number of preferred shares. On the Record Date, 5,967,529 Common Shares were issued and outstanding as fully paid and non-assessable and no preferred shares were issued. Holders of Common Shares are entitled to notice of and to vote at all annual and special meetings of shareholders (except meetings at which only holders of a specified class or series are entitled to vote) and are entitled to one vote per Common Share. Principal Holders of Common Shares To the knowledge of the directors and senior officers of the Corporation, as at the date hereof, the following persons, other than Intermediaries acting as agent, beneficially own, directly or indirectly, or exercise control or direction over more than 10% of the votes attached to the Common Shares of the Corporation: Name and Municipality of Residence Type of Ownership Number of Common Shares Owned Percentage of Common Shares Owned Robert D. McLeay Calgary AB beneficially, direct 628,288* 10.49% Quorum Pursuant to the By-Laws of the Corporation, a quorum of Shareholders is present at the Meeting irrespective of the number of persons actually present if two Shareholders or duly appointed proxyholders are present in person, each being a shareholder entitled to vote at the Meeting. Pursuant to the Business Corporations Act (Alberta) and the By-Laws, if a quorum is present at the opening of the Meeting, the Shareholders present may proceed with the business of the Meeting notwithstanding that a quorum is not present throughout the Meeting. If a quorum is not present at the opening of the Meeting, the Shareholders present may adjourn the Meeting to a fixed time and place but may not transact any other business. Summary Compensation Table STATEMENT OF EXECUTIVE COMPENSATION Executive Compensation is required to be disclosed for each Chief Executive Officer (or individual who served in a similar capacity during the most recently completed financial year), each Chief Financial Officer (or individual who served in a similar capacity during the most recently completed financial year) and each of the three most highly compensated executive officers (other than the Chief Executive Officer and the Chief Financial Officer) who were serving as executive officers at the end of the most recently completed fiscal year and whose total salary and bonus exceeded $150,000 (the "Named Executive Officers"). The following table, which is required by Form F6 sets forth information concerning the total compensation paid, during each of the last three most recently completed financial years that end on or after December 31, 2009, to the Named Executive Officers, namely the Chief Executive Officer and the Chief Financial Officer

5 SUMMARY COMPENSATION TABLE Name and Principal Position Year Salary ($) Annual Compensation Bonus ($) Other Annual Compensation ($) Long Term Compensation Restricted Shares or Restrict Share Units ($) Securities Under Options/SARs Granted (#) LTIP Payouts ($) All Other Compensation ($) Robert D McLeay President, CEO - and Director (1) , , , ,000 11,400 7,600 19,420 Faron M Belseck, CFO ,990 Note: 1. In 2011 the $150, was paid to a corporation controlled by Mr. McLeay for management services. Options/SARs Granted During the Most Recently Completed Financial Year The following table sets out the stock options or stock appreciation rights granted to the Named Executive Officers during the financial year ended December 31, Name Robert D. McLeay Securities Under Options/SARs Granted (#) Per cent of Total Options/SARs Granted to Directors in Financial Year Exercise or Base Price ($/Security) Market Value of Securities Underlying Options/SARs on the Date of Grant ($/Security) Expiration Date N/A N/A N/A Faron M Belseck N/A N/A N/A Aggregated Option/SAR Exercises During the Most Recently Completed Financial Year and Financial Year-End Option/SAR Values The following share-based or option-based awards were granted to the Named Executive Officers during the financial year ended December 31, 2011 and the following options were outstanding as at year end December 31, No options are outstanding as at the Record Date. The following table sets forth stock options outstanding at the most recently completed financial year. Name Securities Exercised Aggregate Value Realized ($) Unexercised Options at FY-End Exercisable/ Unexercisable (#) Value of Unexercised inthe-money Options at FY- End Exercisable/ Unexercisable (1) Robert D. McLeay N/A /N/A Faron M Belseck N/A /N/A ($) - 5 -

6 Pension Plan Benefits, Termination of Employment, Change in Responsibilities and Employment Contracts There are no pension plan benefits between the Corporation and the Named Executive Officers. There are no compensatory plans, contracts or arrangements with the Named Executive Officers (including payments to be received from the Corporation or any subsidiary), which result or will result from the resignation, retirement or any other termination of employment of such Named Executive Officers. Compensation of Directors and Options Issued The Corporation does not currently compensate its directors in their capacity as a director of the Corporation. Each director is eligible to receive stock options of the Corporation however, as at the Record Date no options are outstanding. Directors are entitled to be reimbursed for out-of-pocket thirdparty expenses relating to the business of the Corporation. Options granted by the Board of Directors to directors, officers and consultants are subject to the terms of an incentive stock option plan which has been approved by the Board of Directors and may be examined at the Corporation s office. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS None of the directors and officers of the Corporation, any proposed management nominee for election as a director of the Corporation or any associate of any director, officer or proposed management nominee is or has been indebted to the Corporation at any time during the last completed financial year. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS None of the informed persons of the Corporation (as defined in National Instrument ), nor any proposed nominee for election as a director of the Corporation, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to the issued shares of the Corporation, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which, in either case, has or will materially affect the Corporation and none of such persons has any material interest in any transaction proposed to be undertaken by the Corporation that will materially affect the Corporation. MANAGEMENT CONTRACTS Except as disclosed in this Information Circular, the Corporation does not have in place any management contracts between the Corporation and any directors or officers and there are no management functions of the Corporation that are to any substantial degree performed by a person or company other than the directors or officers (or private companies controlled by them, either directly or indirectly) of the Corporation. AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITORS Please see the attached Appendix "A" for information on the Audit Committee (Form F2). The Corporation is relying on the exemption provided in Section 6.1 of MI

7 CORPORATE GOVERNANCE DISCLOSURE Please see the attached Appendix "B" for information on the Corporation s corporate governance (Form F2). INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED ON Except as disclosed in this Management Information Circular, none of the directors or senior officers of the Corporation at any time since the beginning of the Corporation's last financial year, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise in any matter to be acted on, other than the election of directors. ADDITIONAL INFORMATION Additional information relating to the Corporation is available through the internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) website which can be accessed at Additional financial information is contained in the Corporation s audited financial statements for the most recently completed financial year ended December 31, Copies of additional information and the Corporation s financial statements and MD&A may be obtained by written request made to the Corporation at Suite 503, th Ave S.W. Calgary Alberta T2P 5N6, by facsimile to the Corporation at (403) or by to bo@westisleenergy.com. The Corporation may require payment of a reasonable charge if the request for information is made by a person or company that is not a security holder of the Corporation. Financial Statements PARTICULARS OF MATTERS TO BE ACTED UPON The financial statements of the Corporation for the year ended December 31, 2011 and the Auditors' Report thereon accompanying this Information Circular will be placed before the Shareholders at the Meeting for their consideration. Shareholders who wish to receive annual and interim financial statements and annual and interim MD&A are encouraged to send the enclosed mail request form to Computershare. Setting Number and Election of Directors The Board of Directors currently consists of four (4) directors. The term of office of each of the present directors expires at the Meeting. The number of directors to be elected at the Meeting is proposed to be fixed at three (3) and a resolution will be presented to the Shareholders to that effect prior to the election of directors. Management of the Corporation proposes to nominate each of the persons named below for election as directors of the Corporation at the Meeting to serve until the next annual meeting of the Shareholders of the Corporation, unless his office is earlier vacated. Robert D. McLeay, David Hampel and Kim Wojcinski are the nominees. The following information concerning the proposed nominees has been furnished by each of them: - 7 -

8 Name and Municipality of Residence Position With the Corporation Year First Elected Principal Occupation Common Shares Robert D. McLeay, P.Geol Calgary AB * Director, President and Chief Executive Officer 1993 President and Chief Executive Officer of the Corporation 628,288 (1) David W.R. Hampel P.Eng. Edmonton, AB* Director President, Serafin Resources Inc. a private oil and gas company with offices in Calgary, AB Kim Wojcinski Gig Harbor WA. Director, Manager of Business Development of the Corporation - Pirate individual based out of Gig Harbor WA. Involved in Corporate transactions valued to $100mm. VP of Private Oil Company, Waco Texas. * Indicates member of the Audit Committee; Messrs. Hampel is considered to be independent member thereof. Notes: (1) Includes 366,638 common shares owned by Valley View Energy Ltd., which is wholly owned by Mr. McLeay, 18,200 common shares owned directly or indirectly by Mr. McLeay's spouse Corporate Cease Trade Orders or Bankruptcies Robert D. McLeay, director of the Corporation, then named Mera Petroleums Inc. ( Mera ), when the National Bank installed KPMG as receiver of Mera on December 23, 2003 and as a consequence the TSX Venture Exchange ( TSXV ) halted the shares on November 13, 2002 and the British Columbia Securities Commission ( BCSC ) and the Alberta Securities Commission ( ASC ) issued cease trade orders on June 3, 2003; the cease trade orders were lifted in May of 2004 and the shares were posted on the TSXV for trading on October The Corporation voluntarily applied for delisting from the TSXV and was delisted on April 16, 2009; its shares are subsequently listed and posted for trading on the Canadian National Stock Exchange ( CNSX ) on April 20, On May 5, 2011 the Alberta Securities Commission ( ASC ) and subsequently the British Columbia Securities Commission ( BCSC ) and the Ontario Securities Commission ( OSC ) issued cease trade orders for failure to file audited financial statements, annual management s discussions and analysis and certificates of annual filings for the year ended 31 December 2010 (the Annual Documents ). The Annual Documents were subsequently filed on May 17, 2011 and application was made to the ASC, BCSC and OSC for revocation of the cease trade orders. Other than as described herein, no director or proposed director of the Corporation is, or has been within the past ten years, a director or officer of any other company that, while such person was acting in that capacity: (i) was the subject of a cease trade or similar order or an order that denied the company access to any exemptions under securities legislation for a period of more than 30 consecutive days; - 8 -

9 (ii) (iii) was subject to an event that resulted, after that individual ceased to be a director or officer, in the company being the subject of a cease trade or similar order or an order that denied the company access to any exemptions under securities legislation for a period of more than 30 consecutive days; or within a year of that individual 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. Individual Bankruptcies No director or proposed director of the Corporation is or has, within the ten years prior to the date hereof, 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 that individual. Penalties or Sanctions No director or proposed director of the Corporation has had penalties or sanctions imposed by a court relating to securities legislation (or which would likely be considered important to a reasonable securityholder in deciding to vote for a proposed director) or by a securities regulatory authority, or has entered into a settlement agreement with a securities regulatory authority. Approval of the election of directors will require the affirmative votes of the holders of not less than half of the votes cast in respect thereof by Shareholders present in person or by proxy at the Meeting. In the event that prior to the Meeting, any vacancies occur on the slate of nominees submitted herewith, it is intended that discretionary authority will be granted to vote proxies solicited by or on behalf of management for the election of any other person or persons as directors. Management is not currently aware that any such nominees would not be willing to serve as director if elected. The Honorable Donald R Getty will not stand for reelection for the ensuing year due to personal reasons. West Isle would like to thank Mr. Getty for his devotion to the company, his wisdom and help over the many years we have had the privilege to work with him. RESOLVED, with or without amendment, a resolution, that approves of setting the number of Directors at three (3) for the Ensuing year The Board recommends that you vote in favor of the above resolution. Unless instructed otherwise, the management designees in the accompanying Instrument of Proxy intend to vote "FOR" setting the number of directors at three (3) for the ensuing year RESOLVED, with or without amendment, a resolution, that approves of the election of the following nominees for Directors of the Corporation for the ensuing year. To appoint Robert D McLeay, David W.R. Hampel and Kim Wojcinski as directors of the Corporation for the ensuing year. The Board recommends that you vote in favor of the above resolution. Unless instructed otherwise, the management designees in the accompanying Instrument of Proxy intend to vote "FOR" the election of the above named Directors of the Corporation for the ensuing year: - 9 -

10 RESOLVED, with or without amendment, a resolution, that approves of the Corporations existing stock option plan: (1) The number of Common Shares subject to an Option to a Designated Participant and the option price ( Option Price ) per Common Share shall be determined in the resolution of the board of directors or the shareholders, as the case may be, provided Options may be granted for no more than 10% of the issued and outstanding Common Shares of the Corporation (on a non-diluted basis) and no Designated Participant shall be granted an Option which exceeds 5% of the issued and outstanding Common Shares of the Corporation (on a non-diluted basis) and the Option Price per Common Share shall not be less than such Option Price as may be acceptable to any Stock Exchange on which the Corporation s shares are listed.. The Board recommends that you vote in favour of the above resolution. Unless instructed otherwise, the management designees in the accompanying Instrument of Proxy intend to vote "FOR" the resolution approving the Stock Option Plan. RESOLVED, with or without amendment, a resolution, that approves stock option plan to approve of the granting of Stock options and the Issuance of stock options for Officers, Directors and Key Consultants: 1) To approve of the granting of 550,000 options effective March to acquire common shares at $0.12 per share for a period of two years to March Secondly to approve of issuance to Officers Director and Key consultants of West Isle 410,000 common share options out of the above Grant-- effective march The Board recommends that you vote in favor of the above resolution. Unless instructed otherwise, the management designees in the accompanying Instrument of Proxy intend to vote "FOR" the resolution approving the granting of and issuance of stock Options. Appointment of Auditors Effective April 30 th West Isle saw a change of auditors for the 2011 year end. West Isle has accepted the resignation of its former auditor, PriceWaterhouseCoopers LLP effective April and has engaged Myers North Penny LLP (MNP) for the 2011 year end audit. For back ground information, MNP assisted with West Isle s IFRS conversion for the 2010 year end and the IFRS review of the first three quarters of Meyers North Penny LLP is the present auditor of the Corporation. It is intended that Meyers North Penny LLP will hold office until the close of the next annual meeting, at a remuneration to be determined by the board of directors of the Corporation. Meyers North Penny LLP was first appointed as auditors of as of April Approval of the appointment of the auditors will require the affirmative votes of the holders of not less than half of the votes cast in respect thereof by Shareholders present in person or by proxy at the Meeting. RESOLVED, with or without amendment, a resolution, that approves of the appointment of Meyers North Penny LLP (MNP) as auditors of the Corporation for the ensuing year and for the incoming directors to set the remuneration of the Auditors

11 Unless instructed otherwise, the management designees in the accompanying Instrument of Proxy intend to vote "FOR" the resolution appointing Meyers North Penny LLP as Auditors of the Corporation for the ensuing year. OTHER MATTERS As of the date of this Information Circular, the Board of Directors and management know of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Meeting. However, if any other matter properly comes before the Meeting, proxies in favour of management nominees will be voted on such matter in accordance with the best judgment of the person or persons voting the proxy. APPROVAL BY THE BOARD OF DIRECTORS The contents and delivery of this Information Circular has been approved by the Board of Directors of the Corporation

12 PURPOSE APPENDIX "A" to the Information Circular of WEST ISLE ENERGY INC. AUDIT COMMITTEE DISCLOSURE BY VENTURE ISSUERS (FORM F2) AUDIT COMMITTEE CHARTER The overall purpose of the Audit Committee (the "Committee") of the Board of Directors of West isle Energy Inc. (the "Corporation") will be to carry out the functions associated with an audit committee of an issuer of the size and nature of the Corporation (as defined below). The purpose of the Committee is to ensure that the Corporation's management has designed and implemented an effective system to review and report on the integrity of the financial statements of the Corporation. The Committee will also review the Corporation's compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of material facts with respect to such matters. As part of this mandate, the Committee shall take all necessary steps to ensure compliance by the Corporation with all laws and regulatory policies, rules, regulations and instruments pertaining to audit and financial reporting that are applicable to the Corporation from time to time (the "Applicable Laws"). COMPOSITION, PROCEDURES AND ORGANIZATION 1. The Committee shall consist of not less than three members of the Board of Directors of the Corporation (the "Board"), each of whom: (a) (b) must meet any independence tests; and must satisfy any financial literacy or other competency standards; set out under Applicable Laws, except as may be allowed under any applicable exemptions provided for under Applicable Laws or any exemption orders obtained from applicable regulatory authorities. 2. The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee. 3. Unless the Board shall have appointed a chair of the Committee, the members of the Committee shall elect a chair (the "Chairman") from amongst their number. 4. The Secretary of the Corporation shall be the secretary of the Committee, unless otherwise determined by the Committee. 5. The quorum for meetings shall be a majority of the members (the "Members") of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other. 6. The Committee shall have access to such officers and employees of the Corporation and to the Corporation's external auditors and to such information respecting the Corporation, as the Committee considers to be necessary or advisable in order to perform its duties and responsibilities. 1

13 7. Meetings of the Committee shall be conducted as follows: (a) (b) (c) the Committee shall meet at least four times annually at such times and at such locations as may be requested by the Chairman. The Corporation's external auditors or any member of the Committee may request a meeting of the Committee; the Corporation's external auditors shall receive notice of and have the right to attend all meetings of the Committee; and the President and the Chief Financial Officer of the Corporation shall be invited to attend all meetings of the Committee, except executive sessions and private sessions with the external auditors. Other management representatives of the Corporation shall be invited to attend as necessary. 8. The internal auditors of the Corporation (if any) and the external auditors of the Corporation shall have a direct line of communication to the Committee through the Chairman. The Corporation shall require the external auditors of the Corporation to report directly to the Committee. DUTIES AND RESPONSIBILITIES 9. The overall duties and responsibilities of the Committee shall include: (a) (b) (c) (d) assisting the Board in the discharge of its responsibilities relating to the Corporation's accounting principles, reporting practices and internal controls and approving the Corporation's annual and quarterly consolidated financial statements; establishing and maintaining a direct line of communication with the Corporation's internal (if any) and external auditors and assessing their performance; ensuring that the management of the Corporation has designed, implemented and is maintaining an effective system of internal controls for the Corporation; and reporting regularly to the Board on the fulfilment of the duties and responsibilities of the Committee. 10. The duties and responsibilities of the Committee as they relate to the external auditors shall include: (a) (b) (c) (d) (e) recommending to the Board a firm of external auditors to be engaged by the Corporation; reviewing and approving the fee, scope and timing of the audit and other related services rendered by the external auditors; overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management of the Corporation and the external auditor regarding financial reporting; reviewing the audit plan of the external auditors prior to the commencement of the audit; reviewing with the external auditors, upon completion of their audit: (i) contents of their report; - 2 -

14 (ii) (iii) (iv) (v) (vi) (vii) scope and quality of the audit work performed; adequacy of the Corporation's financial and auditing personnel; co-operation received from the Corporation's personnel during the audit; internal resources used; significant transactions outside of the normal business of the Corporation; and significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems. (f) pre-approving all, non-audit services to be provided to the Corporation by the Corporation's external auditor in accordance with Applicable Laws. 11. The Committee shall hold meetings with the external auditors at least once a year without the presence of management of the Corporation prior the approval of the audited annual financial statements of the Corporation and at such other times as determined necessary or appropriate by the Committee. 12. The duties and responsibilities of the Committee as they relate to the Corporation's internal auditors (if any) shall include: (a) (b) (c) periodically reviewing the internal audit function with respect to the organization, staffing and effectiveness of the internal audit department; reviewing and approving the internal audit plan; and reviewing significant internal audit findings and recommendations, and management's response thereto. 13. The duties and responsibilities of the Committee as they relate to the internal control procedures of the Corporation are to: (a) (b) (c) (d) ensure adequate procedures are in place for the review of the Corporation's public disclosure of financial information extracted or derived from the Corporation's financial statements and periodically assess the adequacy of those procedures; review the appropriateness and effectiveness of the Corporation's policies and business practices which impact on the financial integrity of the Corporation, including those relating to internal auditing, insurance, accounting, information services and systems and financial controls, management reporting and risk management; review compliance with any business conduct policy that the Corporation may put in place and periodically review this policy and recommend to the Board changes which the Committee may deem appropriate; review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Corporation; and - 3 -

15 (e) periodically review the Corporation's financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the external auditors have been implemented. 14. The Committee is also charged with the responsibility to: (a) (b) (c) (d) (e) (f) (g) (h) review and approve the Corporation's financial statements (annual and interim) and MD&A (annual and interim) as well as the financial sections of prospectuses and other public reports requiring approval by the Board before such documents are publicly disclosed by the Corporation; review regulatory filings and decisions as they relate to the Corporation's consolidated financial statements; review the minutes of any audit committee meeting of associated companies, partnerships or trusts; review with management, the external auditors and if necessary with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material affect upon the financial position or operating results of the Corporation and the manner in which such matters have been disclosed in the consolidated financial statements; establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; establish procedures for the confidential, anonymous submission by employees of the Corporation or any other consolidated subsidiary of the Corporation of concerns regarding questionable accounting or auditing matters, review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation; and develop a calendar of activities to be undertaken by the Committee for each ensuing year and to submit the calendar in the appropriate format to the Board following each annual general meeting of shareholders. 15. The Committee has the authority: (a) (b) to engage independent counsel and other advisors as it determines necessary to carry out its duties; and to set and pay the compensation for any advisors employed by the Committee. Composition of Audit Committee The Corporation s current Audit Committee is comprised of Messrs. Robert D McLeay and Faron M Belseck and Donald R. Getty. All members of the Audit Committee are financially literate. Mr. Getty is independent pursuant to Multilateral Instrument Audit Committees ( MI ). Mr. Belseck is not considered to be independent as he acts as the Chief Financial Officer of the Corporation. The - 4 -

16 honorable Donald R. Getty will not stand for reelection for the ensuing year due to personal reasons. Mr. Hampel will take his place on the committee. Relevant Education and Experience The education and experience of each of the Audit Committee members that is relevant to the performance of his responsibilities as an Audit Committee member is set forth below. Robert D McLeay is a Professional Geologist/Businessman and has served as President and CEO and director of several oil and gas companies both public and private. He is a graduate of the University of Calgary with a Bachelor of Science, major in geology, minor in economics. David W. R. Hampel is a Profession Engineer/ Businessman and has served as President and CEO of a private Oil and gas company since He is a graduate of the University of Alberta with degrees in Chemistry and Chemical Engineering. Faron M Belseck CMA, MBA - Financial Accounting and Management Accounting Professional. He has served as a Controller/CFO of several oil and gas, private and public companies since then. He has a BA from the University of Calgary and an MBA from Nova Southeastern University in Fort Lauderdale. Audit Committee Oversight The Directors accepted all recommendations of the Audit Committee since the commencement of the most recently completed financial year regarding the recommendation to nominate or compensate an external auditor. Reliance on Certain Exemptions Since the commencement of the Corporation s most recently completed financial year, it has not relied on the exemption in section 2.4 (De Minimus Non-audit Services) or an exemption granted under Part 8 (Exemptions) from MI The Corporation is a venture issuer as defined in MI and is relying on the exemption contained in section 6.1 of MI , which exempts it from the requirements of Part 3 (Composition of Audit Committee) and Part 5 (Reporting Obligations) of MI Pre-Approval Policies and Procedures The Audit Committee shall have authority and responsibility for pre-approval of all non-audit services to be provided to the Corporation or its subsidiary entities by the external auditors or the external auditors of the Corporation's subsidiary entities, unless such pre-approval is otherwise appropriately delegated or if appropriate specific policies and procedures for the engagement of non-audit services have been adopted by the Audit Committee. External Auditor Service Fees The Corporation was incorporated on October 4, The aggregate fees billed by the Corporation s external auditors for the period from December 31, 2009 to December 31, 2011 are set forth below. Financial Year Ending Audit Fees Audit Related Fees Tax Fees All Other Fees (1) 2009 $45,000 $1, $47,000 $1, (2) $30,000 $1,000 Note: 1. Canadian Public Accountability fee for public company and clients of Meyers North Penney LLP fees are estimated; as at the date of the Information Circular, the fees for the 2011 year end have not been finalized

17 1. Board of Directors APPENDIX "B" to the Information Circular of WEST ISLE ENERGY INC. CORPORATE GOVERNANCE DISCLOSURE (FORM F2) David Hampel and Kim Wojcinski are independent directors pursuant to the definition of independence used by the Canadian Securities Administrators set out in section 1.4 and 1.5 of MI A director is independent if he has no direct or indirect material relationship to the Corporation. A material relationship is a relationship which could, in the view of the Board of Directors (the Board ), be reasonably expected to interfere with the exercise of a director s independent judgment. Certain types of relationships are by their very nature considered to be material relationships. In determining whether a director is independent, the Corporation chiefly considers whether the director has a relationship which could, or could be perceived to interfere with the director s ability to objectively assess the performance of management. Robert D. McLeay is the President and CEO of the Corporation and is not considered to be independent. 2. Directorships Directors of the Corporation who are also directors of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction as follows: N/A 3. Orientation and Continuing Education The Corporation has not developed an official orientation or training program for new directors. New directors will have the opportunity to become familiar with the Corporation by meeting with other directors and its officers and employees. Orientation activities will be tailored to the particular needs and expertise of each director and the overall needs of the Board. 4. Ethical Business Conduct The Corporation does not currently have a formal code of business conduct or policy in place for its directors, officers, employees and consultants. The Board believes that the Corporation s size facilitates informal review of and discussions with employees and consultants. The Board monitors ethical conduct of the Corporation and its Corporate Governance Committee ensures that it complies with applicable legal and regulatory requirements, such as those of relevant securities commissions and stock exchanges. The Board has found that the fiduciary duties placed on individual directors by the Corporation s governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate legislation on the individual director s participation in decision of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation. 5. Nomination of Directors The Board has not appointed a nominating committee because the Board as a whole fulfills these functions. 6. Compensation The Corporation has a Compensation Committee to deal with issues of compensation to its officers, directors and consultants. The Corporation pays no compensation to directors and has 1

18 no employees. Consultants are hired on an as needed basis. The services of the President, CEO and CFO are consulting agreements with their respective companies. 7. Other Board Committees The Corporation has established the following committees: Engineering and Reserve Committee: Robert D. McLeay, David Hampel. Compensation Committee: David Hampel, Kim Wojcinski and Robert D McLeay. Corporate Governance: Committee Robert D. McLeay, David Hampel and Kim Wojcinski. Audit Committee: Faron M Belseck Robert D McLeay and David Hampel 8. Assessments The Board is responsible for monitoring and assessing its effectiveness and the performance of individual directors and its committees, including reviewing the Board s decision making processes and the quality of information provided by management