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Ionic Brands Corp. Proxy Solicitation & Information Statement 2020

Jan 23, 2020

47089_rns_2020-01-23_6d38cce8-b5d5-4ccb-ae40-29a5603a0d6f.PDF

Proxy Solicitation & Information Statement

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Voting Instruction Form (“VIF”) – Special Meeting to be held on February 19, 2020

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United Kingdom Building 323 – 409 Granville St Vancouver, BC V6C 1T2

Appointee(s)

I/We being the undersigned holder(s) of IONIC Brands Corp. hereby appoints John Gorst, Chief Executive Officer of the Company or failing this person, Dan Devlin, Interim Chief OR Financial Officer of the Company

Print the name of the person you are appointing if this person is someone other than the Management Appointees listed herein:

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 Special Meeting of IONIC Brands Corp. to be held at McMillan LLP, 1500-1055 West Georgia Street, Vancouver, British Columbia V6E 4N7, February 19, 2020 at 10:00 a.m. (Pacific Time) or at any adjournment thereof.

1. Warrant Amendment Resolution. To consider and if thought advisable, to pass, with or without variation, an extraordinary resolution, the full text For Against of which is set forth in Appendix A to the accompanying Management Information Circular, approving certain amendments to the warrant indenture dated May 16, 2019 entered into between the Company and Odyssey Trust Company.

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.

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MM / DD / YY

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

VIFs must be received by Proxies must be received by 5:00 p.m., Pacific Time, on February 14, 2020.

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 Special 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:

To Vote Your VIF Online please visit:

http://odysseytrust.com/Transfer-Agent/Login and click

on . 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.

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