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ELECTRUM DISCOVERY CORP Proxy Solicitation & Information Statement 2025

Jun 16, 2025

44108_rns_2025-06-16_9f3f1472-5394-49e2-b3ab-d7b5653efc32.pdf

Proxy Solicitation & Information Statement

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ELECTRUM DISCOVERY CORP.
Computershare
8th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual General and Special Meeting to be held on July 24, 2025

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 Management Nominees 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 may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.

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

  4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

  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, and the proxy appoints the Management Nominees listed on the reverse, 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. If you have 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 and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

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

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Proxies submitted must be received by 10:00 am, Pacific Time on July 22, 2025.

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

To Vote Using the Telephone

  • Call the number listed BELOW from a touch tone telephone.
    1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

  • Go to the following web site: www.investorvote.com
  • Smartphone? Scan the QR code to vote now.

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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

023DPA


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Appointment of Proxyholder

I/We being holder(s) of securities of Electrum Discovery Corp. (the "Company") hereby appoint: Dr. Elena Clarici, or failing this person, Kevin Bales ("Management Nominee")

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company to be held at Bentall 5, Suite 2300, 550 Burrard Street, Vancouver, British Columbia, Canada on July 24, 2025 at 10:00 am, Pacific Time and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY INCHLIGHTED TEXT OVER THE BOXES.

For Against
1. Number of Directors
To fix the number of Directors at five (5).
2. Election of Directors
--- --- ---
For Withhold
01. Dr. Elena Clarici
04. Michael Williams
  1. Appointment of Auditors

To appoint Smythe LLP, Chartered Professional Accountants, as auditors for the ensuing year and to authorize the directors of the Company to fix their remuneration.

For Against
4. Stock Option Plan
To consider and, if thought fit, to pass an ordinary resolution (the "Option Plan Resolution"), approving the Company's rolling stock option plan ("Option Plan") and reserving for the grant of options of up to 10% of the issued and outstanding shares of the Company at the time of any stock option grant, as more particularly described in the accompanying information circular.
5. Equity Incentive Compensation Plan
To consider and, if thought fit, to pass, with or without variation, an ordinary resolution (the "Equity Plan Resolution") approving an equity incentive compensation plan (the "Equity Plan") permitting the grant of restricted share units, performance share units, deferred share units and share appreciation rights, as more particularly described in the accompanying information circular.
--- --- ---
6. Continuance into the Jurisdiction of the Abu Dhabi Global Market
To consider and, if thought advisable, to pass a special resolution approving and authorizing the continuance of the Company out of British Columbia under the Business Corporations Act (British Columbia) and into the jurisdiction of the Abu Dhabi Global Market ("ADGM") under the Companies Regulation 2020, as if the Company had been incorporated under the Companies Regulations 2020 and to adopt the articles of continuance that comply with section 103 of the Companies Regulation 2020 for the continued corporation, all as more fully described in the accompanying information circular. The text of the special resolution is set out in Schedule A to the accompanying information circular.
--- --- ---
7. Other Business
To transact such further or other business as may properly come before the meeting or any adjournment or adjournments thereof. For Against
--- --- ---

Signature of Proxyholder

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, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.

Signature(s)

Interim Financial Statements – Mark this box if you would like to receive interim financial statements and accompanying Management's Discussion and Analysis by mail. Annual Report – Mark this box if you would like to receive the Annual Report and accompanying Management's Discussion and Analysis by mail.

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.

MGKQ

381893

AR1

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023DQC