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Gold Hunter Resources Inc. Proxy Solicitation & Information Statement 2023

Oct 25, 2023

47985_rns_2023-10-25_1d1ae09d-d7a7-4995-9190-320ec8871535.pdf

Proxy Solicitation & Information Statement

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GOLD HUNTER RESOURCES INC. (the "Corporation")

Annual General and Special Meeting Nov. 15, 2023 at 11:00 AM (Canada/Pacific) Harper Grey LLP, the Fairfield Room,#3200 - 650 West Georgia Street, Vancouver, BC (the "Meeting")

Electronic Delivery

If you are a registered securityholder and wish to enroll for electronic delivery for future issuer communications including meeting related materials, financial statements, DRS, etc., where applicable, you may do so:

For details go to www.tsxtrust.com/consent-to-electronic-delivery

VOTING METHOD

Internet Go to www.voteproxyonline.com and enter the 12 digit
control number
FACSIMILE 416-595-9593
MAIL or HAND
DELIVERY
TSX Trust Company
301-100 Adelaide Street West
Toronto, Ontario, M5H 4H1

Investor inSite

TSX Trust Company offers at no cost to holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable holder forms and Frequently Asked Questions.

To register, please visit: https://tsxtrust.com/t/investor-hub/forms/investor-insite
registration and complete the registration form.
For assistance, please contact TSX TRUST INVESTOR SERVICES.
Mail: 301 - 100 Adelaide Street West Toronto, ON, M5H 4H1
Tel: 1-866-600-5869
Web: https://www.tsxtrust.com/t/investor-hub/forms/investor-insite
registration
Email: [email protected]

Proxy Voting – Guidelines and Conditions

  • THIS PROXY IS SOLICITED BY THE CORPORATION. 1.
  • THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING. 2.
  • If you appoint the Management Nominees indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose. 3.
  • This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof. 4.
  • Each holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled "Please print appointee name", the name of the person to be appointed, who need not be a security holder of the Corporation. 5.
  • To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Corporation. 6.
  • To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxy, noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy. 7.
  • If the holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the holder may be required to provide documentation evidencing the signatory's power to sign the proxy. 8.
FORM OF PROXY ("PROXY")
GOLD HUNTER RESOURCES INC.
(the "Corporation")
CONTROL NUMBER: «CONTROL_NUMBER»
Annual General and Special Meeting
Nov. 15, 2023 at 11:00 AM
(Canada/Pacific)
Harper Grey LLP, the Fairfield Room,#3200 -
650 West Georgia Street, Vancouver, BC
SECURITY CLASS: Common Shares RECORD DATE: Oct. 10, 2023 FILING DEADLINE FOR
PROXY:
Nov. 13, 2023 at 11:00 AM
(Canada/Pacific)
APPOINTEES
The undersigned hereby appoints Sean Kingsley, President whom failing Penilla Klomp, Corporate Secretary or failing both of them Brandon Schwabe, CFO (the
"Management Nominees") or instead of any of them, the following Appointee
PLEASE PRINT APPOINTEE NAME
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,
- SEE VOTING GUIDELINES ON REVERSE -
RESOLUTIONS - VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES
1. Number of Directors FOR AGAINST 2. Election of Directors FOR WITHHOLD
To set the number of Directors at 5 A) Sean Kingsley
B) Brandon Schwabe
C) Richard Macey
D) Michael Williams
E) John Theobald
3. Appointment of Auditor FOR WITHHOLD 4. Omnibus Compensation Plan FOR AGAINST
Appointment of Manning Elliott LLP as Auditor
of the Corporation for the ensuing year and
authorizing the Directors to fix their
remuneration.
To consider, and if deemed advisable, to pass,
with or without variation, an ordinary
resolution, as set out in the accompanying
management information circular
(''Information Circular"), to ratify, confirm and
approve the Company's Omnibus

Compensation Plan,

PLEASE PRINT NAME The Proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED Signature of registered owner(s) Date(MM/DD/YYYY) Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and Management Discussion and Analysis. Annual Financial Statements – Mark this box if you would like Annual Financial Statements and Management Discussion If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If

the cut-off time has passed, please fax this side to 416-595-9593