TORC Oil & Gas : Reports on Voting from the 2020 Shareholders’ Meeting

CALGARY, ALBERTA - TORC Oil & Gas Ltd. ('TORC' or the 'Company') (TSX: TOG) announces that the following matters were voted upon at the annual and special meeting of the shareholders of TORC held on May 6, 2020 in Calgary, Alberta.

1. Fixing the Number of Directors

By resolution passed via ballot, the number of directors of TORC to be elected at the meeting was fixed at nine. The results of the ballot were as follows:

Votes For				Votes Against
#		%		#		%
123,563,251		99.78%		278,586		0.22%

2. Election of Directors

By resolution passed via ballot, the following nine nominees were appointed as directors of the Company to serve until the next annual meeting of shareholders of the Company, or until their successors are elected or appointed. The results of the ballot were as follows:

		Votes For				Votes Withheld
Nominee		#		%		#		%
David Johnson		122,885,252		99.23%		956,585		0.77%
John Brussa		105,614,734		85.28%		18,227,103		14.72%
Mary-Jo Case		122,773,128		99.14%		1,068,709		0.86%
M. Bruce Chernoff		109,639,323		88.53%		14,202,514		11.47%
Catharine de Lacy		122,884,980		99.23%		956,857		0.77%
John Gordon		122,881,996		99.22%		959,841		0.78%
Brett Herman		122,862,735		99.21%		979,102		0.79%
R. Scott Lawrence		118,533,602		95.71%		5,308,235		4.29%
Dale Shwed		111,710,747		90.20%		12,131,090		9.80%

3. Appointment of Auditors

By resolution passed via ballot, KPMG LLP, Chartered Professional Accountants, were appointed as auditors of the Company to hold office until the next annual meeting or until their successors are duly appointed, and the directors were authorized to fix their remuneration. The results of the ballot were as follows:

Votes For				Votes Withheld
#		%		#		%
124,069,624		99.91%		113,205		0.09%

4. Non-Binding Advisory Resolution on TORC's approach to Executive Compensation

By resolution passed via ballot, the non-binding advisory resolution approving TORC's approach to executive compensation was approved. The results of the ballot were as follows:

Votes For				Votes Withheld
#		%		#		%
120,310,972		97.15%		3,530,865		2.85%

5. Approval of Reduction of Stated Capital

By special resolution passed via ballot, a reduction of the stated capital account of TORC's common shares was approved. The results of the ballot were as follows ⁽¹⁾:

Votes For				Votes Withheld
#		%		#		%
124,182,829		100.0		-		-

Note:

(1) The motion to approve the reduction of the stated capital was amended at the meeting to approve a reduction of the stated capital account of TORC's common shares to $100 million from the original motion to reduce the stated capital account by $1.3 billion. The results presented are for the amended motion. A total of 123,380,053 (99.63%) votes for and 461,779 (0.37%) votes against were cast on the original motion.

TORC Oil & Gas Ltd. is a Calgary based company active in the acquisition, exploration, development and production of crude oil and natural gas in Western Canada.

May 7, 2020