AI assistant
Discovery Silver Corp. — Proxy Solicitation & Information Statement 2025
May 22, 2025
44004_rns_2025-05-22_8d47bf76-4094-49e3-8346-8fb332f9d0b7.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
Discovery Silver Corp.
(the "Corporation")
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.
| A. The Corporation may not be liable for any loss or damage resulting from the proxy's failure to pay any other interest or compensation, including but not limited to, the following: | |
|---|---|
| B. The Company may not be liable for any loss or damage resulting from the proxy for any loss or damage resulting from the proxy, but the Corporation may not be liable for any loss or damage resulting from the proxy, and the Corporation may not be liable for any loss or damage resulting from the proxy. | |
| C. The Corporation may be liable for any loss or damage resulting from the proxy, if the Corporation is a corporation or the Corporation may not be liable for any loss or damage resulting from the proxy. | |
| D. The Corporation may be liable for any loss or damage resulting from the proxy, if the Corporation is a corporation, the Corporation may not be liable for any loss or damage resulting from the proxy. | |
| E. The Corporation may be liable for any loss or damage resulting from the proxy, if the Corporation is a corporation, the Corporation may not be liable for any loss or damage resulting from the proxy. | |
| F. The Corporation may be liable for any loss or damage resulting from the proxy, if the Corporation is a corporation, the Corporation may not be liable for any loss or damage resulting from the proxy. | |
| G. The Corporation may be liable for any loss or damage resulting from the proxy, if the Corporation is a corporation, the Corporation may not be liable for any loss or damage resulting from the proxy. | |
| H. The Corporation may be liable for any loss or damage resulting from the proxy, if the Corporation is a corporation, the Corporation may not be liable for any loss or damage resulting from the proxy. |
Annual General and Special Meeting
June 25, 2025 at 11:00 a.m. ET
Bay Adelaide Centre – North Tower, 40 Temperance Street,
Suite 3200, Toronto, Ontario, Canada, M5H 0B4
(the "Meeting")
TMX
TSX TRUST
FORM OF PROXY ("PROXY")
Discovery Silver Corp.
(the "Corporation")
Annual General and Special Meeting
June 25, 2025 at 11:00 a.m. ET
Bay Adelaide Centre – North Tower, 40 Temperance Street, Suite 3200, Toronto, Ontario, Canada, M5H 0B4
SECURITY CLASS: COMMON
RECORD DATE: May 6, 2025
FILING DEADLINE FOR PROXY: June 23, 2025 at 11:00 a.m. ET
APPPOINTEES
The undersigned hereby appoints Tony Makuch, Chief Executive Officer of the Corporation, whom failing Andreas L'Abbé, Chief Financial Officer of the Corporation (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 voting instructions, if any, provided below.
- SEE VOTING GUIDELINES ON REVERSE -
RESOLUTIONS - VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES
| 1. Appointment of Auditor | FOR | WITHHOLD |
|---|---|---|
| To appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditor of the Company and authorize the board of directors of the Company (the "Board") to fix their remuneration. | ☐ | ☐ |
| 2. Election of Directors | FOR | WITHHOLD |
| a) Murray John | ☐ | ☐ |
| b) Jeffrey Parr | ☐ | ☐ |
| c) Moira Smith | ☐ | ☐ |
| d) Barry Olson | ☐ | ☐ |
| e) Daniel Vickerman | ☐ | ☐ |
| f) Anthony Makuch | ☐ | ☐ |
| 3. Adoption of Long-Term Incentive Plan | FOR | AGAINST |
| To consider and, if thought advisable, to pass, with or without variation, an ordinary resolution of Shareholders to adopt a long-term incentive plan, the full text of which is set forth in Schedule A of the accompanying management information circular of the Company dated May 6, 2025 (the "Circular"), to replace the Company's existing restricted share unit plan. | ☐ | ☐ |
| 4. Amendment of DSU Plan | FOR | AGAINST |
| To consider and, if thought advisable, to pass, with or without variation, an ordinary resolution of Shareholders to amend the Company's deferred share unit plan (the "DSU Plan"), the full text of which is set forth in Schedule B of the Circular. | ☐ | ☐ |
| 5. Approval of Unallocated Awards under DSU Plan | FOR | AGAINST |
| To consider and, if thought advisable, to pass, with or without variation, an ordinary resolution of Shareholders to approve all unallocated deferred share units issuable pursuant to the Company's DSU Plan, as more particularly described in the Circular. | ☐ | ☐ |
| 6. Approval of Unallocated Awards under Stock Option Plan | FOR | AGAINST |
| To consider and, if thought advisable, to pass, with or without variation, an ordinary resolution of Shareholders to approve all unallocated options issuable pursuant to the Company's stock option plan, as more particularly described in the Circular. | ☐ | ☐ |
| 7. Approval of Unallocated Awards under RSU Plan | FOR | AGAINST |
| To consider and, if thought advisable, to pass, with or without variation, an ordinary resolution of Shareholders to approve all unallocated restricted share units issuable pursuant to the Company's RSU Plan, as more particularly described in the Circular. | ☐ | ☐ |
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)
☐ Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and Management Discussion and Analysis
☐ Annual Financial Statements – Mark this box if you would like to receive Annual Financial Statements and Management 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 or email [email protected].