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Hemlo Mining Corp. Proxy Solicitation & Information Statement 2023

Sep 1, 2023

46360_rns_2023-09-01_d880b505-5233-40b0-b2fd-714b10638904.pdf

Proxy Solicitation & Information Statement

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Carcetti Capital Corp.

Stock Exchange Tower 1230, 300 5[th] Ave SW Calgary, AB T2P 3C4 Print the name of the person you are appointing if this person is someone other than the Management Appointees listed herein:

Voting Instruction Form (“VIF”) – Annual General Meeting to be held on September 29, 2023

Appointee(s)

I/We being the undersigned holder(s) of Carcetti Capital Corp. hereby appoint Glenn Kumoi, CEO of the Company, or failing this person, Edward Mayerhofer, legal counsel OR for the Company

as my/our appointee 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 appointee sees fit) and all other matters that may properly come before the Annual General (the “Meeting”) of Carcetti Capital Corp. (the “Company”) to be held at #1200 – 750 West Pender Street, Vancouver, BC at 10:00 a.m. (Vancouver time) or at any adjournment thereof.

For Against

1. Number of Directors. To set the number of directors to be elected at the Meeting to at three.

2. Election of Directors. For Against Withhold For Against Withhold a. Glenn Kumoi b. Richard Silas c. Kenneth Taylor

3. Appointment of Auditors. To re-appoint Davidson & Company, LLP as the auditor of the Company for the ensuing year and to authorize the directors to fix the remuneration of the auditor.

4. Approval of Stock Option Plan. To approve the Company’s stock option plan, as more particularly described in the accompanying management information circular.

For Against Withhold

For Withhold For Against

Authorized Signature(s) – This section must be completed for your Signature(s): Date instructions to be executed.

I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, this VIF will be voted as recommended by Management.

/ /

MM / DD / YY

Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.

Annual Financial Statements – Check the box to the right if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.

This form of VIF is solicited by and on behalf of Management.

VIFs must be received by 10:00 a.m. (Vancouver time) on September 27, 2023.

Notes to VIF

  1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Annual General Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen appointee in the space provided on the reverse.

  2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the holders must sign this VIF in the space provided on the reverse. 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 VIF with signing capacity stated.

  3. This VIF should be signed in the exact manner as the name appears on the VIF.

  4. If this VIF is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

  5. The securities represented by this VIF will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this VIF will be voted as recommended by Management.

  6. The securities represented by this VIF will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

  7. This VIF confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

  8. This VIF should be read in conjunction with the accompanying documentation provided by Management.

INSTEAD OF MAILING THIS VIF, YOU MAY SUBMIT YOUR VIF USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

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To Vote Your VIF Online please visit: https://login.odysseytrust.com/pxlogin

You will require the CONTROL NUMBER printed with your address to the right.

If you vote by Internet, do not mail this VIF.

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at www.odysseycontact.com.

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. A return envelope has been enclosed for voting by mail.