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GOLD HART COPPER CORP. Proxy Solicitation & Information Statement 2021

Apr 21, 2021

48095_rns_2021-04-21_c99467d8-7cac-494f-9fdd-8eca97aa5638.pdf

Proxy Solicitation & Information Statement

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AXIOM CAPITAL ADVISORS INC.

Form of Proxy For the Annual Meeting of Shareholders

The undersigned holder of Class A common shares of Axiom Capital Advisors Inc. (the " Corporation ") hereby appoints Dwight Martin, Chief Executive Officer of the Corporation, who failing L. Evan Baergen, Chief Financial Officer of the Corporation, or instead of either of the foregoing,

(name of appointee – please print)

as proxyholder of the undersigned, with full power of substitution, to attend, act and vote for and on behalf of the undersigned at the annual meeting of the shareholders of the Corporation (the " Meeting ") to be held on May 12, 2021 and at any adjournment or adjournments thereof, and on every ballot that may take place in consequence thereof to the same extent and with the same powers as if the undersigned were personally present at the Meeting or such adjournment thereof, with authority to vote at the said proxyholders' discretion, except as otherwise specified below.

Without limiting the general powers hereby conferred, the undersigned hereby directs the said proxyholder to vote the Class A common shares of the Corporation represented by this proxy in the following manner:

1.Fixing the Number of DirectorsTo fix the number of directors to be elected at the Meeting at four(4).2.Election of Directors(a)L. Evan Baergen(b)Ryan Hoult(c)Dwight Martin(d)Douglas McCartney3.Appointment of AuditorThe appointment of Kenway Mack Slusarchuk Stewart LLP as theauditor of the Corporation for the ensuing year and the authorizationof the board of directors of the Corporation to fix the remunerationof the auditor. ForAgainst
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This Form of Proxy is solicited by management of the Corporation. The Class A common shares of the Corporation represented by this Form of Proxy will be voted and, where the shareholder has specified a choice with respect to the above matters, will be voted as directed above or, if no choice is specified, will be voted in favour of the above matters.

Each holder of Class A common shares has the right to appoint a person or company, who need not be a shareholder of the Corporation, to attend and to act for them and on their behalf at the Meeting or at any adjournment thereof other than the persons designated above. To exercise such right, the names of the nominees of management should be crossed out and the name of the shareholder's appointee should be legibly printed in the blank space provided.

  • 2 -

The undersigned hereby revokes any proxies heretofore given.

Dated this ______ day of _________________________, 2021.

(signature of shareholder)

(name of shareholder – please print)

(number of Class A common shares)

Notes:

(1) If the shareholder is a corporation, its corporate seal must be affixed or this Form of Proxy must be signed by a duly authorized officer or attorney of the corporation.

(2) If you are signing this Form of Proxy as an executor, administrator, trustee, etc. you should indicate your capacity.

(3) This Form of Proxy must be dated and the name of the shareholder should be exactly the same as the name in which the Class A common shares are registered. If not dated, this Form of Proxy shall be deemed to bear the date on which it was mailed to shareholders by the Corporation. (4) This proxy will not be valid and will not be acted upon or voted unless it is signed and dated and delivered to Alliance Trust Company, #1010, 407 – 2nd Street SW, Calgary, Alberta, T2P 2Y3, or sent by fax to: (403) 237-6181, not less than 48 hours (excluding Saturdays, Sunday and holidays) before the time for holding the Meeting or any adjournment(s) thereof. A proxy is valid only at the meeting in respect of which it is given or any adjournment(s) of that meeting. (5) You may use the internet site at www.alliancetrust.ca to transmit your voting instructions. You should have this Form of Proxy in hand when you access the web site. You will be prompted to enter your Control Number, which is located on this Form of Proxy. If you vote by internet, your vote must be received not later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting or any adjournment(s) thereof. (6) This Form of Proxy may be used to appoint a proxy holder (the "proxy holder") to attend and vote on your behalf at the Meeting and to convey your voting instructions. Complete proxy instructions are found in the accompanying management information circular. Please note that if you appoint a proxy holder and submit your voting instructions and subsequently wish to change your appointment or voting instructions, you may resubmit a proxy, prior to the cut off time noted above. When resubmitting a proxy, the latest proxy will be recognized as the only valid one, and all previous proxies submitted will be disregarded and considered as revoked, provided that your latest proxy is submitted within the timeframe noted above.