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FUTR Corporation Proxy Solicitation & Information Statement 2021

Mar 4, 2021

47349_rns_2021-03-03_73119d22-c306-4ba0-907b-361f101692f0.pdf

Proxy Solicitation & Information Statement

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NOBELIUM TECH CORP.

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Security Class

Holder Account Number

Form of Proxy - Special Meeting of Shareholders to be held on March 26, 2021

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.

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Proxies submitted must be received by 11:00 am, Atlantic Time, on March 24, 2021.

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 Nobelium Tech Corp. (the “Corporation”) hereby appoint: Michael Anaka, Chief Financial Officer, or failing him, Glenn Jessome, Director

OR

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

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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 Special Meeting of shareholders of the Corporation to be held at the offices of JessomeLaw, Purdy's Wharf Tower 2, Suite 2108, 1969 Upper Water Street, Halifax, Nova Scotia on March 26, 2021 at 11:00 am, Atlantic Time and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

ointment of Proxyholder ointment of Proxyholder

eing holder(s) of Nobelium Tech Corp. (the “Corporation”) hereby
OR
Print the name of the person you are

nt:Michael Anaka, Chief Financial Officer, or failing him, Glenn
e Director


appointing if this person is someone
other than the Management
,

Nominees listed herein.
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
as the proxyholder sees fit) and all other matters that may properly come before the Special Meeting of shareholders of the Corporation to be held at the offices of JessomeLaw,
s Wharf Tower 2, Suite 2108, 1969 Upper Water Street, Halifax, Nova Scotia on March 26, 2021 at 11:00 am, Atlantic Time and at any adjournment or postponement thereof.
G RECOMMENDATIONS ARE INDICATED BYHIGHLIGHTED TEXT OVER THE BOXES.
1.Fix
To fix
Inform
2.Ele
01. Mi
04. Ti
3.Ap
Vote
next a
4.Co
Consi
Corpo
conso
5.Na
Consi
Corpo
discre
6.Am
Consi
Corpo
Circul
7.Om
Consi
omnib
Auth
instr
I/We a
revoke
indica
ing Number of Directors
the number of directors at five (5) for the ensuing year to take effect from the closing date of the Transaction (as defined in the Management
ation Circular).
For
Ag
ction of Directors -to hold office from the closing date of the Transaction until the next annual general meeting of the Corporation.
chael Hilmer
For
Withhold
02. Jason Ewart
For
Withhold
03. N. William C. Ross
For
Wi
mothy Farley
05. Tamara Paton
pointment of Auditors
FOR or WITHHOLD from voting for the appointment of McGovern Hurley LLP, Chartered Accountants as Auditors of the Corporation until the
nnual general meeting of the Corporation and authorizing the board of directors of the Corporation (the "Board") to fix their remuneration.
For
Wi
nsolidation of Common Shares
der and if deemed appropriate, to pass, with or without amendment, a special resolution approving an amendment to the articles of the
ration to reflect the consolidation of the issued and outstanding common shares in the capital of the Corporation on the basis of one (1) post-
lidation common share for every four (4) pre-consolidation common shares, as more fully described in the Management Information Circular.
For
Ag
me Change
der and, if deemed appropriate, to pass, with or without variation, a special resolution approving the amendment to the articles of the
ration to change the name of the Corporation to "Hank Payments Inc." or such other similar name as the board of directors, in its sole
tion, deems appropriate or as required by applicable regulatory authorities, as more fully described in the Management Information Circular.
For
Ag
endment to By-Laws
der and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the repeal of By-Law No. 1 of the
ration and the adoption of By-Law No. 1A as a replacement to By-Law No. 1, as more fully described in the Management Information
ar.
For
Ag
nibus Incentive Plan

For
Ag
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ainst
thhold
thhold
ainst
ainst
ainst
ainst
der and, if deemed appropriate, to pass, with or without variation, an ordinary resolution of disinterested shareholders, approving a new
us incentive plan to take effect on closing of the Transaction.
orized Signature(s) - This section must be completed for your
uctions to be executed.
uthorize you to act in accordance with my/our instructions set out above. I/We hereby
any proxy previously given with respect to the Meeting.If no voting instructions are
ted above, this Proxy will be voted as recommended by Management.
Signature(s)
Date

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N U H Q

3 2 0 9 7 2

A R 0