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G Mining TZ Corp. AGM Information 2023

May 10, 2023

47790_rns_2023-05-10_05d4893d-ce27-4b83-bb95-11b8e436e0da.pdf

AGM Information

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Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on June 6, 2023

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 such stated signing capacity.

  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, this proxy will be voted as recommended by Management.

  6. The securities represented by this proxy will be voted in favour of, or withheld from voting on, 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 Proxy 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.

Proxies submitted must be received by 10:00 a.m. (Eastern Time) on June 2, 2023.

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

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  • 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 securities of G Mining Ventures Corp. (the “Corporation”), hereby appoint: Louis Gignac Sr., or failing this person, Jason Neal, or failing this person, Louis-Pierre Gignac, or failing this person, Elif Lévesque (the "Management Nominees")

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 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 Corporation to be held in the Brésil Boardroom, 7900 W. Taschereau Blvd., Building D, Suite 210, Brossard, Québec, on June 6, 2023 at 10:00 a.m. (Eastern Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

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1.Election of Directors
For
Against For Against For Against
01. Louis Gignac Sr. 02. Louis-Pierre Gignac 03. David Fennell
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04. Elif Lévesque 05. Norman MacDonald 06. Karim Nasr
07. Jason Neal 08. Carlos Vilhena 09. Sonia Zagury
For Withhold
2.Appointment of Auditors
Appointment of PricewaterhouseCoopers LLP as auditors of the Corporation for the ensuing year and authorizing the directors to fix their
remuneration.
3.Change of Registered Office Location For Against
Amendment to the articles of the Corporation to change the province in which its registered office is located from British Columbia to Québec.
4.Approval of Omnibus Equity Incentive Plan For Against
Ratification, approval and confirmation of the Corporation’s Omnibus Equity Incentive Plan.
5.Approval of Equity Incentive Awards For Against -------
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Ratification, approval and confirmation of the awarding of DSUs and RSUs under the Corporation’s Omnibus Equity Incentive Plan.

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, this Proxy will be voted as recommended by Management.

Signature(s)

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Date

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

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Annual Financial Statements - Mark this box if you would NOT like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.

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Information Circular - Mark this box if you would like to receive the Information Circular by mail for the next securityholders’ meeting.

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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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