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E2Gold Inc. AGM Information 2021

Oct 29, 2021

47978_rns_2021-10-29_320e2b87-0b41-4d3f-b6a2-415c193ba382.pdf

AGM Information

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E2Gold Inc. (the "Corporation")

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Voting Instruction Form ("VIF")

Record Date: October 15, 2021

Control Number:

Meeting Date: December 2, 2021 Proxy Deadline: November 30, 2021

Shares to Vote:

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The Corporation is holding its Annual General and Special Meeting of shareholders (the "Meeting") on December 2, 2021 at 10:00 a.m., located at the OBC Center, 20 Toronto Street, Toronto, Ontario M5C 2B8.

Option 1: Connect by Computer Video and use Option 2: Connect by Computer Video Option 3: Phone in only (no computer, Computer Speakers and Microphone and use Telephone Audio listen only with no video) A. Go to: https://obameet.zoom.us/j/62452838118 A. Go to: https://obameet.zoom.us/j/62452838118 Canada: 1-647-558-0588 or B. Click Join Meeting and Enter your Name B. Click Join Meeting and Enter your Name C. Click on the green “Join Audio Conference By C. Click on the “Phone Call” tab next to the “Computer Audio” tab 1-833 958 1164 (Toll Free) Computer” button. D. Dial the Canadian or Toll free number listed and be sure to enter or 1-833 955 1088 (Toll Free) Meeting ID: 624 5283 8118 both your Meeting ID and your Participant ID Meeting ID: 624 5283 8118 (two digit number in bold)

Please vote your shares prior to the Proxy Deadline listed above using one of the following options:

  1. Online at www.voteproxy.ca and by registering using your control number provided above;

  2. By fax by sending your voting instructions to 604-200-5061; or

  3. By returning this completed Proxy using the enclosed envelope.


Appointment of Proxy:

The undersigned hereby appoints Eric Owens, Director of the Corporation, whom failing, David Good, Director of the Corporation (the "Management Nominees"), or instead of any of them, the following appointee:

Please Print Name of Appointed Proxy

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. If you wish to attend the Meeting and vote your shares thereat, please print your name as appointed proxy in the box provided above.

Resolutions to be approved at the Meeting:

Please see following page for voting instructions

1. Election of Directors

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For Withhold
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  • (a) Bereket Berhe

  • (b) David Good

  • (c) Todd Hennis

  • (d) Eric Owens

  • (e) Rodney Thomas

2. Appointment of Auditor

To appoint Clearhouse LLP, Chartered Professional Accountants as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.

3. Stock Option Plan

To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to approve, for the ensuing year, the Corporation’s current stock option plan in substantially the form of resolution appended as Schedule B to the management information circular of the Corporation dated as of October 25, 2021.

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For Withhold
For Against
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This VIF MUST BE SIGNED. This signed VIF revokes and supersedes all previously dated and signed proxies.

Signature of Registered Holder Please Print Name Date (mm/dd/yyyy)

VIF Rules and Guidelines

NOTICE AND ACCESS

The Canadian securities regulators have adopted rules which permit the use of notice-and-access for proxy solicitation instead of delivering printed copies of proxy materials to each shareholder. This new process provides the Corporation the ability to post meeting related materials including management information circulars and financial statements and management's discussion and analysis on a website in addition to SEDAR. Under notice-and-access, proxy materials will be available for viewing up to one (1) year from the date of posting and a paper copy of the materials can be requested at any time during this period.

Disclosure regarding each matter or group of matters to be voted on is in the information circular in the section with the same title as each Resolution found on the previous page. You should review the information circular before voting.

E2gold Inc.. has elected to utilize notice-and-access and provide you with the following information:

1. Meeting materials are available electronically at www.sedar.com and also at https://www.marrellitrust.ca/e2gold-inc-agsm-materials/.

2. If you wish to receive a paper copy of the proxy materials or have questions about notice-and-access, please call 1-844-MTCL-888 (682-5888) or email [email protected]. In order to receive a paper copy in time to vote before the meeting, your request should be received no later than November 23, 2021.

  1. You are receiving this VIF at the direction of the Corporation as a beneficial owner of securities. You are a beneficial owner because we, as your intermediary, hold the securities in an account for you and the securities are not registered in your name.

  2. VOTES ARE BEING SOLICITED BY OR ON BEHALF OF MANAGEMENT OF THE CORPORATION. PRIOR TO VOTING THIS VIF, THE MEETING MATERIALS PUBLISHED BY THE CORPORATION SHOULD BE READ.

  3. Unless you attend the Meeting in person or virtually (as applicable), your securities can only be voted through us as registered holder or proxyholder of the registered holder in accordance with your instructions. We cannot vote for you if we do not receive your voting instructions. Please provide your voting instructions to us promptly using one of the available voting methods or complete and return this form. We will submit a proxy vote on your behalf according to the voting instructions you provide, unless you elect to attend the Meeting and vote in person or virtually (as applicable).

  4. To ensure that your instructions are processed prior to the Meeting, please return this VIF to us or vote online at least one business day before the Proxy Deadline noted above or 72 business hours prior to any adjourned or postponed meeting date. Voting instructions received after the Proxy

  5. When you provide your voting instructions, you acknowledge that you are the beneficial owner or are authorized to provide these voting instructions and that you have read the material and the voting instructions on this form.

  6. To be valid, this VIF must be signed and dated. If this VIF is not dated, it is deemed to bear the date of its mailing to the securityholders of the Corporation.

  7. This Proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to matters identified in the Notice-and-Access Statement accompanying this VIF or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

  8. If the securityholder is a corporation, this Proxy must be executed by an officer or attorney thereof duly authorized, and the securityholder may be required to provide documentation evidencing the signatory's power to sign the Proxy.

  9. Unless prohibited by law or you instruct otherwise, the Appointee(s) or the person whose name is written in the space provided will have full authority to attend and otherwise act at, and present matters to the Meeting and any adjournment or postponement thereof, and vote on all matters that are brought before the Meeting or any adjournment or postponement thereof, even if these matters are not set out in this form or in the management information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require assistance, please contact the person who services your account.

  10. This VIF confers discretionary authority to vote on such other business as may properly come before the Meeting or any adjournment or

Request for Financial Statements

In accordance with securities regulations, securityholders may elect to receive paper copies of Annual Financial Statements, Interim Financial Statements and their accompanying Management’s Discussion and Analysis (MD&A).

Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.

If you request physical copies of financial statements of the Corporation, please select one or both of the following and include this page when returning your Proxy to the Corporation:

Annual Financial Statements with MD&A

Interim Financial Statements with MD&A

If the securityholder requesting physical copies of Annual Financial Statements, Interim Financial Statements, and their accompanying MD&A chooses to vote online, they may call 1-844-682-5888 to lodge their request with the Corporation. If voting by fax, please return this page of the VIF with your voting instructions.