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Capstone Copper Corp. Proxy Solicitation & Information Statement 2025

Mar 23, 2025

48344_rns_2025-03-23_babb1517-02ce-48f9-85b9-cd2efe2f1593.pdf

Proxy Solicitation & Information Statement

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ASX ANNOUNCEMENT

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TSX:CS ● ASX:CSC ● capstonecopper.com

March 21, 2025

AGM VOTING INSTRUCTIONS AND AVAILABILITY OF PROXY MATERIALS NOTICE FOR CDI HOLDERS

Vancouver, British Columbia – Capstone Copper Corp. (ARBN 673 751 490) (“Capstone” or the “Company”) (TSX:CS) (ASX:CSC) has filed under separate cover, the Management Information Circular and 2025 Notice of Annual General Meeting.

Enclosed in this announcement are the following documents that were filed in connection with the foregoing:

  1. Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to CDI holders; and

  2. CDI Voting Instruction Form.

CONTACT INFORMATION

Authorised for release to ASX by Wendy King, Senior Vice President, Risk, ESG, General Counsel and Corporate Secretary of Capstone.

For further information, please contact:

Daniel Sampieri, VP Investor Relations 437-788-1767 [email protected]

1

Capstone Copper Corp. (ARBN 673 751 490) company incorporated in British Columbia, Canada with its registered office at Suite 2100, 510 West Georgia Street, Vancouver BC V6B 0M3, Canada.

For all enquiries call:

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(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

* Exercise Your Right to Vote ***

IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on 2 May 2025

Meeting Information Meeting Type: 2025 Annual General Meeting For holders as of: 11 March 2025

Date: 2 May 2025

Time: 11:00am (Pacific Time)

Location: 510 West Georgia Street, Suite 2100, Vancouver, British Columbia

You are receiving this communication because you hold CDIs in Capstone Copper Corp. This is not a ballot. You cannot use this notice to vote the shares underlying the CDIs. This communication presents only an overview of the more complete proxy materials that are available to you on the internet. You may view the proxy materials online at www.investorvote.com.au or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting.

For your vote to be effective it must be received by 11.00am (Australian Eastern Standard Time) on Wednesday, 30 April 2025.

See the reverse side of this notice to obtain proxy materials and voting instructions

 To vote online, 24 hours a day, 7 days a week: www.investorvote.com.au Your secure access information is: Cast your vote Control Number: 184784 Access the meeting documents SRN/HIN: Review and update your securityholdingPLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

316369_0_COSMOS_Sample_Proxy/000001/000001

Before You Vote

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

CDI Voting Instruction Form, Notice of Meeting and Information Circular, Annual Financial Statements

How to View Online:

Have the 6-Digit Control Number available (located on the front of this document) and visit: www.investorvote.com.au

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY TELEPHONE: (within Australia) 1300 850 505 or (outside Australia) +61 9415 4000 2) BY E-MAIL*: [email protected]

Please make the request as instructed above on or before 5.00pm on Tuesday, 22 April 2025 (Australian Eastern Daylight Time) to facilitate timely delivery.

*If requesting materials by e-mail, please send an e-mail containing your registered name, address and SRN/HIN.

How To Vote

Please Choose One of the Following Voting Methods

Vote By Internet: To vote now by internet, go to www.investorvote.com.au. Have the 6-Digit Control Number available and follow the instructions.

Vote By Mail: You can vote by mail using the CDI voting instruction form included in this mailpack.

Voting Items

The Board of Directors recommends you vote FOR the following:

1. Number of Directors

To Set the Number of Directors at eight (8) .

2. Election of Directors

  1. Alison Baker

  2. Gordon Bell

  3. Richard Coleman

  4. Anne Giardini

  5. John MacKenzie

  6. Cashel Meagher

  7. Peter Meredith

  8. Patricia Palacios

3. Appointment of Auditors

Appointment of Deloitte LLP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.

4. Say on Pay

Passing an advisory vote on the Corporation’s approach to executive compensation, as more particularly described in the accompanying Information Circular.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

CSC

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Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be received by 11:00am (AEST) on Wednesday, 30 April 2025.

CDI Voting Instruction Form

How to Vote on Items of Business

Each CHESS Depositary Interest (CDI) is equivalent to one share of Company Common Stock, so that every 1 (one) CDI registered in your name on Tuesday, 11 March 2025 entitles you to one vote.

You can vote by completing, signing and returning your CDI Voting Instruction Form. This form gives your voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the underlying shares on your behalf. You need to return the form no later than the time and date shown above to give CHESS Depositary Nominees Pty Ltd enough time to tabulate all CHESS Depositary Interest votes and to vote on the underlying shares.

Lodge your Form:

Online:

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Control Number: 184784 SRN/HIN:

Power of Attorney: If you have not already lodged the Power of Attorney with the Australian registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided, which state the office held by the signatory, ie Sole Director, Sole Company Secretary or Director and Company Secretary. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual financial statements. To do so, contact Computershare.

316369_0_COSMOS_Sample_Proxy/000001/000002/i

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

CDI Voting Instruction Form

Please mark

to indicate your directions

Step 1 CHESS Depositary Nominees Pty Ltd will vote as directed

Voting Instructions to CHESS Depositary Nominees Pty Ltd

I/We being a holder of CHESS Depositary Interests of Capstone Copper Corp. hereby direct CHESS Depositary Nominees Pty Ltd to vote the shares underlying my/our holding at the Annual General Meeting of Capstone Copper Corp. to be held at 510 West Georgia Street, Suite 2100, Vancouver, British Columbia on Friday, 2 May 2025 at 11:00am (Pacific Time) and at any adjournment or postponement of that meeting.

By execution of this CDI Voting Form the undersigned hereby authorises CHESS Depositary Nominees Pty Ltd to appoint such proxies or their substitutes to vote in their discretion on such business as may properly come before the meeting.

1.
Number of Directors
The Board of Directors recommends voting FOR each proposal.
For
Against
Step 2
1.
Number of Directors
The Board of Directors recommends voting FOR each proposal.
For
Against
Step 2
1.
Number of Directors
The Board of Directors recommends voting FOR each proposal.
For
Against
Step 2
1.
Number of Directors
The Board of Directors recommends voting FOR each proposal.
For
Against
Step 2
1.
Number of Directors
The Board of Directors recommends voting FOR each proposal.
For
Against
Step 2
To set the number of Directors at eight (8).
2.
Election of Directors
For Withhold
01
Alison Baker
02
Gordon Bell
03
Richard Coleman
04
Anne Giardini
05
John MacKenzie
06
Cashel Meagher
07
Peter Meredith
08
Patricia Palacios
3.
Appointment of Auditors
For Withhold
Appointment ofDeloitte LLPas Auditors of the Corporation for the ensuing year and authorizing the Directors to fx their
remuneration.
4.
Say on Pay
For
Against
Passing an advisory vote on the Corporation’s approach to executive compensation, as more particularly described in the
accompanying Information Circular.

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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CSC