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Doxa Energy Ltd
Symbol DXA
Shares Issued 33,980,141
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Doxa Energy files info circular for ProStar merger

2020-11-20 16:04 ET - News Release

Subject: Doxa Energy Ltd. (DXA.V) Word Document File: '\\doc\emailin\20201120 125003 Attachment Doxa - Press Release - November 2020 Meeting Materials final.docx' Doxa Energy Ltd. - Administration 1450-700 West Georgia Street Vancouver, Canada V7Y 1K8 Ph: 604-662-3692 Fax: 604-662-3231 Doxa Energy US, Inc. - Technical 5070 Mark IV Parkway Fort Worth, Texas 76106 Ph: 817-838-1800 Fax: 817-838-1824 DOXA FILES INFORMATION CIRCULAR AND CONFIRMS MEETING DATE FOR PROPOSED REVERSE TAKEOVER November 20, 2020 TSX Venture Exchange Trading Symbol: DXA.V www.doxaenergy.com Doxa Energy Ltd ("Doxa" or the "Company") announces that further to its press release dated October 22, 2020, and it proposed acquisition of ProStar Geocorp. Inc. (the "Transaction"), the Company has received the conditional approval of the TSX Venture Exchange for the Transaction and has filed an information circular dated November 16, 2020 (the "Circular"). in connection with the Transaction for an upcoming meeting of the Company's shareholders to be held December 17, 2020. The Circular can be found under the Company's SEDAR profile at www.sedar.com. Meeting Details The Transaction and matters associated with the Transaction, including a proposed consolidation of the Company's common shares on a 17 old for one new basis, the disposition of the Company's oil and gas assets and a debt settlement with the Company's related party creditors will be submitted to shareholders for approval at an annual and special general meeting to be held virtually on December 17, 2020 (the "Meeting"). In light of the ongoing public health concerns related to COVID-19, and based on government recommendations to avoid large gatherings, Doxa will not be permitting attendance in person at the Meeting. Shareholders are urged to vote on the matters before the Meeting by proxy and to listen to the Meeting online. Registered shareholders or proxyholders representing registered shareholders participating in the Meeting virtually will be considered to be present in person at the Meeting for the purposes of determining quorum. Non-registered shareholders who have not duly appointed themselves as a proxyholder will be able to attend the Meeting as a guest, but will not be able to vote at the Meeting. In order to dial into the Meeting, shareholders will phone 1-778-907-2071 and enter the Meeting ID and Password noted below. In order to access the Meeting through Zoom, shareholders will need to download the application onto their computer or smartphone and then once the application is loaded, enter the Meeting ID and Password below or open the following link: https://us02web.zoom.us/j/87209615390?pwd=c1pJbE1nU3RVb2s1T1pjUGZEbndsdz09 Shareholders will have the option through the application to join the video and audio or simply view and listen. Meeting ID: 872 0961 5390 Password: 238577 Time for Closing The Transaction is expected to close shortly following the Meeting and before December 31, 2020, with Doxa changing its name to "ProStar Holdings Inc." in connection therewith (the "Resulting Issuer") with trading in the Company's common shares re-commencing in January 2021 under a new trading symbol. About ProStar ProStar is incorporated under the laws of the State of Delaware and is a Software as a Service (SaaS) company that provides patented Precision Mapping Solutions(TM). ProStar's flagship solution is PointMan(TM), a natively cloud and mobile solution designed to capture, record and display the precise location of subsurface assets, including buried utilities and pipelines. Additional information concerning ProStar is available at www.prostarcorp.com. Trading Halt The Doxa Shares continue to be halted from trading, and the trading of Doxa Shares is expected to remain halted pending completion of the Transaction. Forward-Looking Statements This news release contains certain "forward-looking statements," including, for example, statements relating to the transaction between Doxa and ProStar, the Financing, and the timing for completion of the Transaction and conversion of the Subscription Receipts. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. In addition to other factors and assumptions, which may be identified herein, assumptions have been made regarding and are implicit in, among other things: receipt of regulatory approvals, the state of the capital markets, including the impact of the COVID-19 pandemic, tax issues associated with doing business internationally, the ability of ProStar to successfully manage the risks inherent in pursuing business opportunities in the technology industry, and the ability of ProStar to obtain and maintain qualified staff, equipment and services in a timely and cost-efficient manner to develop its business. Any forward-looking statement reflects information available to Doxa as of the date of this news release and, except as may be required by applicable securities laws, Doxa disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. On behalf of the board of directors of the Company: John D. Harvison President and Chief Executive Officer For further information contact: Paul McKenzie, director at 604.669.7330 Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative. The TSX-V has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release. Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release. PDF Document File: Attachment Doxa - Press Release - November 2020 Meeting Materials final.pdf DOXA FILES INFORMATION CIRCULAR AND CONFIRMS MEETING DATE FOR PROPOSED REVERSE TAKEOVER November 20, 2020 TSX Venture Exchange Trading Symbol: DXA.V www.doxaenergy.com Doxa Energy Ltd ("Doxa" or the "Company") announces that further to its press release dated October 22, 2020, and it proposed acquisition of ProStar Geocorp. Inc. (the "Transaction"), the Company has received the conditional approval of the TSX Venture Exchange for the Transaction and has filed an information circular dated November 16, 2020 (the "Circular"). in connection with the Transaction for an upcoming meeting of the Company's shareholders to be held December 17, 2020. The Circular can be found under the Company's SEDAR profile at www.sedar.com. Meeting Details The Transaction and matters associated with the Transaction, including a proposed consolidation of the Company's common shares on a 17 old for one new basis, the disposition of the Company's oil and gas assets and a debt settlement with the Company's related party creditors will be submitted to shareholders for approval at an annual and special general meeting to be held virtually on December 17, 2020 (the "Meeting"). In light of the ongoing public health concerns related to COVID-19, and based on government recommendations to avoid large gatherings, Doxa will not be permitting attendance in person at the Meeting. Shareholders are urged to vote on the matters before the Meeting by proxy and to listen to the Meeting online. Registered shareholders or proxyholders representing registered shareholders participating in the Meeting virtually will be considered to be present in person at the Meeting for the purposes of determining quorum. Non-registered shareholders who have not duly appointed themselves as a proxyholder will be able to attend the Meeting as a guest, but will not be able to vote at the Meeting. In order to dial into the Meeting, shareholders will phone 1-778-907-2071 and enter the Meeting ID and Password noted below. In order to access the Meeting through Zoom, shareholders will need to download the application onto their computer or smartphone and then once the application is loaded, enter the Meeting ID and Password below or open the following link: https://us02web.zoom.us/j/87209615390?pwd=c1pJbE1nU3RVb2s1T1pjUGZEbndsdz09 Shareholders will have the option through the application to join the video and audio or simply view and listen. Meeting ID: 872 0961 5390 Password: 238577 Time for Closing The Transaction is expected to close shortly following the Meeting and before December 31, 2020, with Doxa Energy Ltd. Administration Doxa Energy US, Inc. - Technical 1450-700 West Georgia Street 5070 Mark IV Parkway Vancouver, Canada V7Y 1K8 Fort Worth, Texas 76106 Ph: 604-662 3692 Ph: 817-838-1800 Fax: 604-662-3231 Fax: 817-838-1824 Doxa changing its name to "ProStar Holdings Inc." in connection therewith (the "Resulting Issuer") with trading in the Company's common shares re-commencing in January 2021 under a new trading symbol. About ProStar ProStar is incorporated under the laws of the State of Delaware and is a Software as a Service (SaaS) company that provides patented Precision Mapping SolutionsTM. ProStar's flagship solution is PointMantrademark, a natively cloud and mobile solution designed to capture, record and display the precise location of subsurface assets, including buried utilities and pipelines. Additional information concerning ProStar is available at www.prostarcorp.com. Trading Halt The Doxa Shares continue to be halted from trading, and the trading of Doxa Shares is expected to remain halted pending completion of the Transaction. Forward-Looking Statements This news release contains certain "forward-looking statements," including, for example, statements relating to the transaction between Doxa and ProStar, the Financing, and the timing for completion of the Transaction and conversion of the Subscription Receipts. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. In addition to other factors and assumptions, which may be identified herein, assumptions have been made regarding and are implicit in, among other things: receipt of regulatory approvals, the state of the capital markets, including the impact of the COVID- 19 pandemic, tax issues associated with doing business internationally, the ability of ProStar to successfully manage the risks inherent in pursuing business opportunities in the technology industry, and the ability of ProStar to obtain and maintain qualified staff, equipment and services in a timely and cost- efficient manner to develop its business. Any forward-looking statement reflects information available to Doxa as of the date of this news release and, except as may be required by applicable securities laws, Doxa disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. On behalf of the board of directors of the Company: John D. Harvison President and Chief Executive Officer For further information contact: Paul McKenzie, director at 604.669.7330 Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Doxa Energy Ltd. Administration Doxa Energy US, Inc. - Technical 1450-700 West Georgia Street 5070 Mark IV Parkway Vancouver, Canada V7Y 1K8 Fort Worth, Texas 76106 Ph: 604-662 3692 Ph: 817-838-1800 Fax: 604-662-3231 Fax: 817-838-1824 Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative. The TSX-V has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release. Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX- V) accepts responsibility for the adequacy or accuracy of this release. Doxa Energy Ltd. Administration Doxa Energy US, Inc. - Technical 1450-700 West Georgia Street 5070 Mark IV Parkway Vancouver, Canada V7Y 1K8 Fort Worth, Texas 76106 Ph: 604-662 3692 Ph: 817-838-1800 Fax: 604-662-3231 Fax: 817-838-1824

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