Vitesse (VTS) Proxy Filing summary

Executive summary

• Vitesse Energy, Inc. and Lucero Energy Corp. have agreed to a strategic business combination, with Vitesse acquiring all Lucero shares via a plan of arrangement under Alberta law, making Lucero a wholly owned subsidiary of Vitesse.

• Lucero shareholders will receive 0.01239 shares of Vitesse common stock for each Lucero share, subject to adjustment, with Vitesse shareholders owning ~80% and Lucero shareholders ~20% of the combined company post-closing.

• The transaction is subject to approval by the Alberta Court, Vitesse stockholders, Lucero shareholders, and other customary conditions.

• The Vitesse Board unanimously recommends voting FOR the proposals related to the arrangement.

Voting matters and shareholder proposals

• Vitesse stockholders are asked to approve: (1) the issuance of Vitesse shares to Lucero shareholders (Stock Issuance Proposal), and (2) the potential adjournment or postponement of the special meeting to solicit additional proxies if needed (Adjournment Proposal).

• Approval of the Stock Issuance Proposal requires a majority of votes cast at the special meeting, with a quorum present.

• Voting agreements are in place with key Vitesse insiders to support the transaction.

• Lucero shareholders will vote separately on the arrangement at their own meeting.

Board of directors and corporate governance

• Upon closing, the Vitesse Board will expand by two seats, to be filled by current Lucero directors (M. Bruce Chernoff and Gary Reaves), with at least one being NYSE-independent.

• The Designated Directors will be included in the slate for the next Vitesse annual meeting if the transaction closes before then.