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Greenhawk Resources Inc. — Proxy Solicitation & Information Statement 2024
Oct 4, 2024
46976_rns_2024-10-04_7551397d-c970-4e6f-898f-6a4ca3855c8f.pdf
Proxy Solicitation & Information Statement
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Voting Instruction Form ("VIF")
Record Date: September 24, 2024
Control Number: Meeting Date: October 24, 2024 Proxy Deadline: October 22, 2024 Shares to Vote:
Greenhawk Resources Inc.(the "Corporation")
The Corporation is holding its Annual General Meeting of shareholders (the "Meeting") on October 24, 2024, at 10:00 a.m.(Toronto Time) at the offices of the Corporation, at 22 Adelaide Street West, Suite 2020, Toronto, ON M5H 4E3.
Shareholders are invited to listen into the Meeting by dialing in to our conference line at the numbers below numbers followed by the Conference ID 98320: Local - Toronto (+1) 289 514 5100 Local - Montreal (+1) 514 400 3792 Local - New York (+1) 646 307 1865 Toll Free - North America (+1) 800 717 1738
Please vote your shares prior to the Proxy Deadline listed above using one of the following options:
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Online at www.voteproxy.ca and by registering using your control number provided above;
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By fax by sending your voting instructions to 416-360-7812; or
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By emailing [email protected]; or
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By returning the completed proxy form via letter mail to Marrelli Trust Company Limited, c/o Marrelli Transfer Services Corp. 82 Richmond Street East, 2nd Fl., Toronto, Ontario M5C 1P1.
Appointment of Proxy:
The undersigned hereby appoints Greg McKenzie, Chairman and Chief Executive Officer, whom failing, Tom English, Director of the Corporation, or instead of any of them the following appointee:
Please Print Name of Appointed Proxy
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, provided below. If you wish to attend the Meeting and vote your shares thereat, please print your name as appointed proxy in the box provided above.
Resolutions to be approved at the Meeting:
Please see following page for voting instructions
1. Appointment of Auditors
Appointment of Dale Matheson Carr-Hilton LaBonte LLP as auditors of the Corporation for the ensuing year and to authorize the board of directors of the Corporation to fix their remuneration.
2. Set the Number of Directors to be Elected
To set the number of directors of the Corporation to be elected at the Meeting for the ensuing year at four (4).
3. Election of Directors
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(a) Greg McKenzie
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(b) Tom English
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(c) Dwayne Melrose
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(d) William Randall
4. Approving the Corporation’s stock option plan
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To consider and, if appropriate, to pass, with or without variation, an ordinary resolution ratifying, adopting and approving the Corporation’s stock option plan
5. Approving the Corporation’s deferred share unit plan
To consider and, if appropriate, to pass, with or without variation, an ordinary resolution ratifying, adopting and approving the Corporation’s deferred share unit plan
6. Approving the Corporation’s restricted share unit plan
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To consider and, if appropriate, to pass, with or without variation, an ordinary resolution ratifying, adopting and approving the Corporation’s restricted share unit plan
This VIF MUST BE SIGNED. This signed VIF revokes and supersedes all previously dated and signed proxies.
Signature of Registered Holder
Please Print Name Date (mm/dd/yyyy)
VIF Rules and Guidelines
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You are receiving this VIF at the direction of the Corporation as a beneficial owner of securities. You are a beneficial owner because we, as your intermediary, hold the securities in an account for you and the securities are not registered in your name.
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VOTES ARE BEING SOLICITED BY OR ON BEHALF OF MANAGEMENT OF THE CORPORATION. PRIOR TO VOTING THIS VIF, THE MEETING MATERIALS PUBLISHED BY THE CORPORATION SHOULD BE READ.
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Unless you attend the Meeting in person or virtually (as applicable), your securities can only be voted through us as registered holder or proxyholder of the registered holder in accordance with your instructions. We cannot vote for you if we do not receive your voting instructions. Please provide your voting instructions to us promptly using one of the available voting methods or complete and return this form. We will submit a proxy vote on your behalf according to the voting instructions you provide, unless you elect to attend the Meeting and vote in person or virtually (as applicable).
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To ensure that your instructions are processed prior to the Meeting, please return this VIF to us or vote online at least one business day before the Proxy Deadline noted above or 72 business hours prior to any adjourned or postponed meeting date. Voting instructions received after the Proxy Deadline may not be accepted by management and not included in the final proxy tabulation.
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When you provide your voting instructions, you acknowledge that you are the beneficial owner or are authorized to provide these voting instructions and that you have read the material and the voting instructions on this form.
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To be valid, this VIF must be signed and dated. If this VIF is not dated, it is deemed to bear the date of its mailing to the securityholders of the Corporation.
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This Proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to matters identified in the Notice of Meeting accompanying this VIF or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.
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If the securityholder is a corporation, this Proxy must be executed by an officer or attorney thereof duly authorized, and the securityholder may be required to provide documentation evidencing the signatory's power to sign the Proxy.
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Unless prohibited by law or you instruct otherwise, the Appointee(s) or the person whose name is written in the space provided will have full authority to attend and otherwise act at, and present matters to the Meeting and any adjournment or postponement thereof, and vote on all matters that are brought before the Meeting or any adjournment or postponement thereof, even if these matters are not set out in this form or in the management information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require assistance, please contact the person who services your account.
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This VIF confers discretionary authority to vote on such other business as may properly come before the Meeting or any adjournment or postponement thereof.