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Cybin Inc. Proxy Solicitation & Information Statement 2020

Jul 16, 2020

47494_rns_2020-07-16_17599ad6-8404-4bcf-a0ce-ef465b3691a3.pdf

Proxy Solicitation & Information Statement

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CLARMIN EXPLORATIONS INC.

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Security Class

Holder Account Number

Form of Proxy - Annual and Special Meeting to be held on Thursday, August 13, 2020

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

  1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

  2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

  3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

  4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

  5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

  6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

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

  8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 9:00 am, Pacific Time, on Tuesday, August 11, 2020

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Vote Using the Telephone
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To Vote Using the Internet
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  • Call the number listed BELOW from a touch tone telephone.

  • Go to the following web site: www.investorvote.com

  • Smartphone?

  • 1-866-732-VOTE (8683) Toll Free Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

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Appointment of Proxyholder

I/We being holder(s) of Clarmin Explorations Inc. hereby appoint(s): Nico OR Print the name of the person you are Civelli, an officer and director of the Company, or failing him, Matthew appointing if this person is someone Sutcliffe, a director of the Company, or failing him, Mark Lawson, a director of other than the Chairman of the the Company, or failing him, Harry Nijjar, an officer of the Company Meeting.

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as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual and Special Meeting of shareholders of Clarmin Explorations Inc. to be held at O’Neill Law LLP, Suite 704, 595 Howe Street, Vancouver, BC on Thursday, August 13, 2020 at 9:00 am, Pacific Time and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1.Number of Directors For Against
To consider, and if thought advisable, approve with or without variation, an ordinary resolution to set the number of directors of Clarmin
Explorations Inc. (the “Corporation”) at five (5), conditional on and effective only if the Business Combination is completed, as more fully described
in the accompanying Circular.
2.Election of Directors
For
Withhold
For Withhold For Withhold -------
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01. Paul Glavine
02. Eric So
03. John Kanakis
04. Eric Hoskins
05. Grant Froese
For Withhold
3.Appointment of Auditors
Appointment of Zeifmans LLP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration, conditional
on and effective only if the Business Combination is completed, as more fully described in the accompanying Circular.
4.New Equity Incentive Plan For Against
To consider and, if thought advisable, to approve with or without variation, an ordinary resolution approving the adoption of a new equity incentive
plan of the Corporation, conditional on and effective only if the Business Combination is completed, as more fully described in the accompanying
Circular.
5.Delisting from TSX Venture Exchange For Against
To consider and, if thought advisable, to approve with or without variation, an ordinary resolution approving the delisting of the common shares of
the Company from the TSX Venture Exchange.
For Against -------
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6.Disposition of the Benton Property
To consider and, if thought advisable, to approve with or without variation, a special resolution approving the disposition of the Benton Property.
7.Continuation of the Company into Ontario For Against
To consider and, if thought advisable, to approve with or without variation, a special resolution approving the continuation from a company
incorporated under the laws of British Columbia to a corporation continued under the laws of Ontario.
Authorized Signature(s) - This section must be completed for your Signature(s) Date
instructions to be executed.
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby
revoke any proxy previously given with respect to the Meeting.If no voting instructions are
indicated above, this Proxy will be voted as recommended by Management.

Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.

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If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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L R O Q

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