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Gold Springs Resource Corp. — Proxy Solicitation & Information Statement 2025
May 13, 2025
45963_rns_2025-05-12_ac72647f-cf11-47e3-bcc3-ce9770ad522f.pdf
Proxy Solicitation & Information Statement
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GOLD SPRINGS RESOURCE CORP.
FORM OF PROXY
THIS PROXY IS SOLICITED BY THE MANAGEMENT OF GOLD SPRINGS RESOURCE CORP. (THE "CORPORATION") FOR USE AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS (THE "MEETING") TO BE HELD AT SUITE 2300, 550 BURRARD STREET, VANCOUVER, BRITISH COLUMBIA, CANADA V6C 2B5, ON JUNE 16, 2025 AT 9:00 A.M. (VANCOUVER TIME).
Shareholders are strongly encouraged to vote on the matters before the Meeting by proxy rather than attend the meeting in person. Accordingly, participants are encouraged to vote on the matters before the meeting by proxy and to join the annual meeting by teleconference. To access the meeting by teleconference, dial toll free at 1-866-201-0079, Access Code: 099084#.
The undersigned shareholder of the Corporation hereby appoints Mr. Antonio Canton, or failing him, Ms. Tina M. Woodside-Shaw, or instead of the foregoing _____, as the nominee and proxy of the undersigned with full power of substitution and to attend, act and vote on behalf of the undersigned at the Meeting and any adjournment thereof in the same manner, to the same extent and with the same powers as the undersigned as if the undersigned were present at the Meeting. The said nominee and proxy is directed to vote as indicated below:
- To set the number of directors at five. [ ] VOTE FOR or [ ] against (and, if no specification is made, to vote FOR).
- To vote in respect of the election of directors for management's nominees named in the accompanying management information circular as follows (and, if no specification is made, to vote FOR):
| 01. Antonio Canton | [ ] VOTE FOR or [ ] Withhold |
|---|---|
| 02. Victor René Dario | [ ] VOTE FOR or [ ] Withhold |
| 03. Laurent Arnoux | [ ] VOTE FOR or [ ] Withhold |
| 04. Tina M. Woodside-Shaw | [ ] VOTE FOR or [ ] Withhold |
| 05. Philippe Etienne Jouard | [ ] VOTE FOR or [ ] Withhold |
- [ ] VOTE FOR or [ ] withhold (and, if no specification is made, to vote FOR) with respect to the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Corporation and to authorize the directors to fix the remuneration to be paid to the auditors.
- [ ] VOTE FOR or [ ] against (and, if no specification is made, to vote FOR) with respect to such other business as may properly come before the Meeting or any postponement or adjournment thereof.
To vote in his/her discretion with respect to amendments or variations to the above matters and on such other matters as may properly come before the Meeting or any adjournment thereof.
DATED this __ day of _______, 2025.
Shareholder Name: ____
Signature of Shareholder (Please sign exactly as your name appears on this form)
66867993\1
PLEASE REFER TO THE NOTES LOCATED BELOW
Notes:
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Whether or not you expect to attend the Meeting, please exercise your right to vote by completing and returning the form of proxy. If you execute the form of proxy you may still attend the Meeting. Note only registered shareholders or proxyholders may vote in person at the Meeting. A proxy should be dated and signed by the shareholder or by the shareholder’s attorney authorized in writing. If not dated, this proxy shall be deemed to bear the date on which it was mailed by the management of the Corporation.
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YOU HAVE THE RIGHT TO APPOINT A PERSON OTHER THAN AS DESIGNATED HEREIN TO REPRESENT YOU AT THE MEETING EITHER BY STRIKING OUT THE NAMES OF THE PERSONS SPECIFIED IN THE FORM OF PROXY AND INSERTING SUCH PERSON’S NAME IN THE BLANK SPACE PROVIDED OR BY COMPLETING ANOTHER PROPER FORM OF PROXY AND, IN EITHER CASE, DELIVERING THE COMPLETED PROXY TO TSX TRUST COMPANY AS SET OUT BELOW.
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The Common Shares represented by this proxy will be voted in accordance with the instructions of the shareholder on any ballot that may be called for. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED FOR EACH OF THE MATTERS REFERRED TO HEREIN AND IN RESPECT OF ANY OTHER MATTER IN ACCORDANCE WITH THE JUDGEMENT OF THE PERSON NAMED AS PROXY HEREIN.
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Proxies submitted must be received by 9:00 a.m., PDT, on June 12, 2025.
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A completed proxy must be delivered, if by mail, to TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1, Canada, or if by email, to [email protected] or if by telephone, using a touch-tone telephone, call toll free 1-888-489-5760 (English only), or if by Internet: www.tsxtrust.com/vote-proxy, or if by fax, to TSX Trust Company, Proxy Department at +1-416-595-9593 and toll free at 1-866-781-3111 (within North America), so as to arrive not later than 9:00 a.m. (Vancouver time) on the second business day (excluding Saturdays, Sundays and holidays) preceding the date of the Meeting or any postponement or adjournment thereof.
Financial Statements
Under Canadian securities law, you are entitled to receive certain investor documents. If you wish to receive such material, please tick the applicable boxes below. You may also go to the TSX Trust Company website www.tsxtrust.com/financialstatements and input code 0365A.
☐ I would like to receive quarterly financial statements and related management discussion and analysis.
☐ I would like to receive annual financial statements and related management discussion and analysis.
☐ I would like to receive future mailings by email at _____.
66867993\1