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Arizona Metals Corp. — Proxy Solicitation & Information Statement 2025
May 28, 2025
47519_rns_2025-05-28_f47aa5c4-3324-45f4-8d23-cd1b8166c9d4.pdf
Proxy Solicitation & Information Statement
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ARIZONA METALS CORP.
(the "Corporation")
Annual and Special Meeting
June 18, 2025 at 12:00 PM (Canada/Eastern Daylight)
Link: https://virtual-meetings.tsxtrust.com/en/1826 Password: arizona2025 (case sensitive)
(the "Meeting")
Arizona Metals
Proxy Voting - Guidelines and Conditions
- THIS PROXY IS SOLICITED BY OR ON BEHALF OF THE MANAGEMENT OF THE CORPORATION.
- THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
- If you appoint the Management Nominees indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.
- This proxy confers discretionary authority on the person named to vote in their discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.
- The securityholder has a right to appoint a person or company to represent the securityholder at the Meeting other than the person or company designated in the form of proxy. Such right may be exercised by inserting, on the reverse of this form, in the space labeled "Please print appointee name", the name of the person to be appointed, who need not be a securityholder of the Corporation.
- To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the securityholders of the Corporation.
- To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxy, noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chair of the Meeting in their discretion, and the Chair is under no obligation to accept or reject any particular late proxy.
- If the holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the holder may be required to provide documentation evidencing the signatory's power to sign the proxy.
- Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.
Electronic Delivery
If you are a registered securityholder and wish to enroll for electronic delivery for future issuer communications including meeting related materials, financial statements, DRS, etc., where applicable, you may do so:
- After you vote online at www.voteproxyonline.com using your control number.
- Through TSX Trust's online portal, Investor Insite. You may log in or enroll at https://www.tsxtrust.com/investor-login
For details go to www.tsxtrust.com/consent-to-electronic-delivery
VOTING METHOD
| Internet | Go to www.voteproxyonline.com and enter the 12 digit control number |
|---|---|
| FACSIMILE | 416-595-9593 |
| MAIL or HAND DELIVERY | TSX Trust Company |
| 301-100 Adelaide Street West | |
| Toronto, Ontario, M5H 4H1 |
Investor inSite
TSX Trust Company offers at no cost to holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable holder forms and Frequently Asked Questions.
To register, please visit: https://tsxtrust.com/t/investor-hub/forms/investor-insite-registration and complete the registration form.
For assistance, please contact TSX TRUST INVESTOR SERVICES.
Mail: 301-100 Adelaide Street West Toronto, ON, M5H 4H1
Tel: 1-866-600-5869
Email: [email protected]
TMX
TSX TRUST
FORM OF PROXY ("PROXY")
ARIZONA METALS CORP.
(the "Corporation")
CONTROL NUMBER: «CONTROL_NUMBER»
Annual and Special Meeting
June 18, 2025 at 12:00 PM
(Canada/Eastern Daylight)
Link: https://virtual-meetings.tsxtrust.com/en/
1826 Password: arizona2025 (case sensitive)
SECURITY CLASS: Common Shares
RECORD DATE: May 20, 2025
FILING DEADLINE FOR PROXY:
June 16, 2025 at 12:00 PM
(Canada/Eastern Daylight)
APPOINTEES
The undersigned hereby appoints Duncan Middlemiss, whom failing Jacques Perron, (the "Management Nominees") or instead of any of them, the following Appointee
PLEASE PRINT APPOINTEE NAME
as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with the voting instructions, if any, provided below.
- SEE VOTING GUIDELINES ON REVERSE -
| RESOLUTIONS - VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES | |||||
|---|---|---|---|---|---|
| 1. Election of Directors | FOR | AGAINST | 2. Appointment of Auditor | FOR | WITHHOLD |
| A) Jacques Perron | ☐ | ☐ | Appointment of McGovern Hurley LLP, Chartered Professional Accountants as Auditor of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration. | ☐ | ☐ |
| B) Duncan Middlemiss | ☐ | ☐ | |||
| C) Rosa Maria Grace Rojas Espinoza | ☐ | ☐ | |||
| D) Katherine Arnold | ☐ | ☐ | |||
| E) Mike Pilmer | ☐ | ☐ | |||
| F) Breanne Beh | ☐ | ☐ | |||
| 3. Approval of new Omnibus Equity Incentive Plan | FOR | AGAINST | 4. Approval of Unallocated Entitlements under the Stock Option Plan | FOR | AGAINST |
| To consider and, if deemed advisable, approve an ordinary resolution to adopt the new 10% rolling omnibus equity incentive plan of the Corporation (the "omnibus plan resolution"), the full text of which is attached to the accompanying management information circular. | ☐ | ☐ | If the omnibus plan resolution is not approved, to pass an ordinary resolution approving all unallocated stock options under the Corporation's existing Stock Option Plan. | ☐ | ☐ |
| 5. Approval of Unallocated Entitlements under the RSU Plan | FOR | AGAINST | 6. Approval of Unallocated Entitlements under the DSU Plan | FOR | AGAINST |
| If the omnibus plan resolution is not approved, to pass an ordinary resolution approving all unallocated restricted share units under the Corporation's existing RSU Plan. | ☐ | ☐ | If the omnibus plan resolution is not approved, to pass an ordinary resolution approving all unallocated deferred share units under the Corporation's existing DSU Plan. | ☐ | ☐ |
PLEASE PRINT NAME
The Proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED
Signature of registered owner(s)
Date(MM/DD/YYYY)
☐ Annual Financial Statements - Mark this box if you would NOT like to receive Annual Financial Statements and Management's Discussion and Analysis.
If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If the cut-off time has passed, please fax this side to 416-595-9593