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Class 1 Nickel and Technologies Limited — Proxy Solicitation & Information Statement 2021
Jan 5, 2021
43485_rns_2021-01-04_7034adfe-88de-4113-b12a-116fcecbffe4.pdf
Proxy Solicitation & Information Statement
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CLASS 1 NICKEL AND TECHNOLOGIES LIMITED PROXY
FOR USE AT THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS FEBRUARY 3, 2021
This proxy is solicited on behalf of the management of CLASS 1 NICKEL AND TECHNOLOGIES LIMITED, (the “ Company ”). The undersigned, being a shareholder of the Company hereby appoints, Benjamin Cooper, Chief Executive Officer of the Company, or failing him, Monique Hutchins, the Corporate Secretary of the Company or failing either of them, ____________ , as proxyholder for and 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 annual general and special meeting of the shareholders of the Company to be held in the offices of DSA Corporate Services Inc., The Canadian Venture Building, 82 Richmond Street East, Toronto, Ontario M5C 1P1 at 11:00 a.m. (Toronto time) on February 3, 2021 (the “ Meeting ”), and at any adjournment or adjournments thereof, to the same extent and with the same power as if the undersigned were personally present at the Meeting or such adjournment or adjournments thereof. The undersigned hereby directs the proxyholder to vote the securities of the Company recorded in the name of the undersigned as specified herein.
| 1. | FORWITHHOLD | □□ | To set the number of directors at four (4). |
|---|---|---|---|
| 2. | FORWITHHOLD | □□ | The election of Benjamin Cooper as a director of the Company. |
| 3. | FORWITHHOLD | □□ | The election of David Fitch as a director of the Company. |
| 4. | FORWITHHOLD | □□ | The election of Matthew Gilbertson as a director of the Company. |
| 5. | FORWITHHOLD | □□ | The election of David Crevier as director of the Company. |
| 6. | FORWITHHOLD | □□ | Appointment of Wasserman Ramsay, Chartered Professional Accountants as Auditor of theCompany for the ensuing year and authorizing the Directors to fix their remuneration. |
| 7. | FORAGAINST | □□ | To consider and, if deemed advisable, give the directors the authority to change the name of theCorporation from “Class 1 Nickel and Technologies Limited” to such other name as is authorized |
| by the board of directors of the Corporation and applicable regulatory authorities. | |||
| 8. | FORAGAINST | □□ | to consider and, if deemed appropriate, pass with or without variation, an ordinary resolutionapproving, ratifying, and confirming all acts, proceedings, contracts, appointments, elections, |
| payments and by-laws, done, instituted, made and enacted by the directors and officers of the | |||
| Corporation since the date of the last annual meeting of the Corporation, being July 31, 2018, as | |||
| the same are set out or referred to in the resolutions of the directors or in the financial statements | |||
| or otherwise properly enacted, passed, made, done or taken. |
If any amendments or variations to the matters referred to above or to any other matters identified in the notice of meeting are proposed at the Meeting or any adjournment or adjournments thereof, or if any other matters which are not now known to management should properly come before the Meeting or any adjournment or adjournments thereof, this proxy confers discretionary authority on the person voting the proxy to vote on such amendments or variations or such other matters in accordance with the best judgment of such person. To be valid, this proxy must be received by the Company’s transfer agent, Capital Transfer Agency, 390 Bay Street, Suite 920, Toronto, Ontario, M5H 2Y2, Fax Number: 416.350.5008, not later than 48 hours, excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario, prior to the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.
This proxy revokes and supersedes all proxies of earlier date.
DATED this day of , 2021.
Online Voting Instructions:
Signature of Shareholder
Name of Shareholder (Please Print)
Number of Shares Held
NOTES AND INSTRUCTIONS
THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY
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The shares represented by this proxy will be voted. Where a choice is specified, the proxy will be voted as directed. Where no choice is specified, this proxy will be voted in favour of the matters listed on the proxy. The proxy confers discretionary authority on the above named person to vote in his or her discretion with respect to amendments or variations to the matters identified in the notice of meeting accompanying the proxy or such other matters which may properly come before the Meeting.
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Each shareholder has the right to appoint a person other than management designees specified above to represent them at the Meeting. Such right may be exercised by inserting in the space provided the name of the person to be appointed, who need not be a shareholder of the Company.
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Each shareholder must sign this proxy. Please date the proxy. If the shareholder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized.
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If the proxy is not dated in the space provided, it is deemed to bear the date of its mailing to the shareholders of the Company.
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If the shareholder appoints any of the persons designated above, including persons other than Management Designees , as proxy to attend and act at the Meeting:
(a) the shares represented by the proxy will be voted in accordance with the instructions of the shareholder on any ballot that may be called for;
(b) where the shareholder specifies a choice in the proxy with respect to any matter to be acted upon, the shares represented by the proxy shall be voted accordingly; and
(c) IF NO CHOICE IS SPECIFIED WITH RESPECT TO THE MATTERS LISTED ABOVE, THE PROXY WILL BE VOTED FOR SUCH MATTERS.