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Bantam Capital Corporation Proxy Solicitation & Information Statement 2024

Jul 31, 2024

43665_rns_2024-07-31_6159f451-0a88-447a-a566-5bcf4b87442c.pdf

Proxy Solicitation & Information Statement

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IDG HOLDINGS INC.

(the “Company”)

FORM OF PROXY

Annual General and Special Meeting to be held on August 28, 2024 at 11:00 a.m. (Pacific time) Suite 2200, 885 West Georgia Street, Vancouver, British Columbia

(the “Meeting”) Proxies must be received by 11:00 a.m. (Pacific time) on August 26, 2024

VOTING METHOD

Proxies must be received by11:00 a.m.(Pacific time) onAugust 26, 2024 Proxies must be received by11:00 a.m.(Pacific time) onAugust 26, 2024
VOTING METHOD
INTERNET Go tohttps://css.olympiatrust.com/pxloginand enter the 12-digit control number shown on reverse.
EMAIL [email protected]
FACSIMILE (403) 668-8307
MAIL Olympia Trust Company
PO Box 128, STN M
Calgary, AB T2P 2H6
Attn: Proxy Dept.

The undersigned hereby appoints Mark Ferguson, CEO of the Company, or failing this person Sam Cole , legal counsel of the Company (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, in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT

1. Number of Directors

1. Number of Directors FOR AGAINST To set the number of directors to be elected at the Meeting at three (3).   2. Election of Directors FOR WITHHOLD a) MARK FERGUSON   b) RICHARD KO   c) PETER BORN   d)  

2. Election of Directors

3. Appointment of Auditors

3. Appointment of Auditors FOR WITHHOLD Appointment of Mao & Ying LLP, Chartered Professional Accountants as Auditors of the Company for the ensuing year   and authorizing the Directors to fix their remuneration 4. New Option Plan FOR AGAINST To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the adoption of the Company’s new stock option plan, as more specifically set out in the attached Information Management Information   Circular 5. Continuance FOR AGAINST To consider and, if deemed advisable, to pass, with or without variation, a special resolution approving the continuance out of the Province of Alberta under the provisions of the Business Corporations Act (Alberta) (the “ ABCA ”) into the Province of British Columbia under the provisions of the Business Corporations Act (British Columbia) (the “ BCBCA ”),   and the adoption of a new set of articles in accordance with the BCBCA, as more specifically set out in the attached Management Information Circular

4. New Option Plan

5. Continuance

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s) Date (MM/DD/YYYY)

Request for Financial Statements

In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As. Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedarplus.ca.

I am currently a security holder of the Company and as such request the following:

Interim Financial Statements with MD&A – Check the box to the right if you would like to RECEIVE interim financial statements and accompanying Management’s Discussion & Analysis by mail.

Annual Financial Statements with MD&A – Check the box to the right if you would like to RECEIVE to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.

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Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

  1. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management 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.

  2. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Company.

  3. The proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that properly come before the meeting or any adjournment or postponement thereof.

  4. To be valid, this proxy should be signed in the exact manner as the name appears on the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Company.

  5. To be valid, this proxy must be filed using one of the Voting Methods and must be received by Olympia Trust Company before the date 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.

  6. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.