AI assistant
JX Energy Ltd. — Proxy Solicitation & Information Statement 2018
Jul 24, 2018
50836_rns_2018-07-23_d6252d71-76ac-4f38-ae10-a646666d7884.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
==> picture [65 x 33] intentionally omitted <==
Persta Resources Inc.
(incorporated under the laws of Alberta with limited liability)
(HK stock code: 3395)
FORM OF PROXY
This form of proxy (the ‘‘Proxy’’) is solicited by management of Persta Resources Inc. (the ‘‘Company’’) and will be used at the Special Meeting (the ‘‘Meeting’’) of the holders (the ‘‘Shareholders’’) of common shares (the ‘‘Common Shares’’) in the capital of the Company to be held at Suite 3600, Bankers Hall West, 888-3rd Street SW, Calgary, Alberta T2P 5C5 on August 13, 2018 at 9:00 a.m. (Calgary time), for the following purposes:
The undersigned Shareholder, hereby appoints Le Bo, President, Chairman of the Board, Chief Executive Officer and Executive Director, or failing him, Jesse Meidl, Chief Financial Officer, or instead of either of them, of
as proxyholder, with power of substitution, to attend and vote for and act on behalf of the undersigned at the Meeting on August 13, 2018 at 9:00 a.m. (Calgary time) and any adjournments thereof, and at any poll(s) which may take place in consequence thereof, with the same powers that the undersigned would have if the undersigned were present at the Meeting or any adjournments thereof, and without limiting the foregoing, the said proxy is hereby instructed to vote for or against or withhold from voting the Common Shares of the undersigned at the said meeting as follows:
-
FOR AGAINST
-
- (a) To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving ‘‘the15,CertificateWarrantsloan2018agreement(the’’’’), eachat‘‘Loananaenteredexercise‘‘WarrantAgreementintoprice’’between) constituted’’of) inHK$3.16therelationCompanybypertheto Warrant,warranttheas subscriptionborrowercertificateand theandoftransactionsdatedthe8,000,000SubscriberMay 15,contemplatedunlisted2018as lender(thewarrantsdated‘‘underWarrantMay(thethe Loan Agreement, in relation to the issue of Warrants, and the Warrant Certificate.
-
(b) To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving, conditional upon the Stock Exchange of Hong Kong Limited granting or agreeing to grant the listing of, and permission to deal in, the maximum of 8,000,000 new Common Shares of no par value in the share capital of the Company on the exercise of the subscription rights attaching to the Warrants (subject to adjustment and the terms and conditions as set out in the Warrant Certificate): (i) the creation and issue of the Warrants by the Company in accordance with the terms and conditions of the Loan Agreement and the Warrant Certificate;
-
(ii) grantingthe allotmentthe directorsand issueof theof Companythe warranta specificsharesmandate(the ‘‘Warrantto exerciseSharesthe powers’’) uponof theexerciseCompanyof thefor subscription rights attaching to the Warrants pursuant to the terms of the Loan Agreement and the Warrant Certificate and such Warrant Shares (upon entering the name of the holder thereof in the register of members of the Company) shall rank pari passu in all respects with the then existing issued and outstanding Common Shares of the Company.
-
(c) To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution authorising any directors and officers of the Company to do such acts and things, to sign and execute all such further documents (in case of execution of documents under seal, to do so by any two directors or any director together with the secretary of the Company) and to take such steps as he/she may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the issuance of the Warrants or any transactions contemplated thereunder and all other matters incidental thereto or in connection therewith, and to agree to and make such variations, amendments or waivers of any of the matters relating thereto or in connection therewith.
Upon any amendment to or variation of the above matters or on any other matter properly brought before the Meeting, the proxyholder will have the discretion to act in such manner as such proxyholder, in his or her sole discretion, may determine.
The undersigned hereby revokes any proxies previously given for the Meeting referred to herein.
Number of Common Shares in respect of which this proxy is given (if no number is specified, then this proxy is given in respect of all Common Shares registered in the name of the Shareholder):
Dated this day of , 2018.
Name of Shareholder (Please Print)
Signature of Shareholder
Please see notes to this Proxy on reverse.
NOTES:
-
(1) Unless otherwise indicated, the persons named above, if appointed as proxyholder, will vote ‘‘FOR’’ each of the above matters. If any amendments or variations to matters identified in the Notice of Meeting are proposed at the Meeting, or if any other business properly comes before the Meeting, discretionary authority is hereby conferred with respect thereto. Common Shares represented by this Proxy will be voted for or against or withheld from voting in accordance with the instructions of the Shareholder represented hereby on any vote that may be called for at the Meeting.
-
(2) Each Shareholder has the right to appoint a person, who need not be a Shareholder of the Company, to attend and to act for him and on his behalf at the Meeting, other than the persons designated above. To exercise such rights, the names of the persons designated by the management to act should be crossed out and the name of the Shareholder’s appointee should be legibly printed in the blank space provided.
-
(3) This Proxy must be dated and must be executed by the Shareholder or his attorney authorized in writing or, if the Shareholder is a body corporate, under its corporate seal or by an officer or attorney thereof duly authorized. A copy of such authorization should accompany this Proxy. Persons signing as executors, administrators, trustees, etc. should so indicate. If this Proxy is not dated, it shall be deemed to bear the date on which it was mailed to the Shareholder by the Company.
-
(4) Any one of the joint holders of a Common Share may sign a form of proxy in respect of the share but, if more than one of them is present at the Meeting or represented by proxyholder, that one of them whose name appears first in the register of members in respect of the Common Share, or that one’s proxyholder, will alone be entitled to vote in respect thereof. Where the form of proxy is signed by a corporation, either its corporate seal must be affixed or the form should be signed by the corporation under the hand of an officer or an attorney duly authorized in writing.
-
(5) If the Shareholder is a company or a corporation, this form of proxy should be executed by an officer or attorney thereof duly authorized.
-
(6) If the Shareholder acquired its Common Shares prior to July 11, 2018 and is registered as a Shareholder on the register of Shareholders in Canada on July 11, 2018 (the ‘‘Record Date’’), such Shareholder’s records are maintained on the Canadian register and the Proxy should be deposited in accordance with the instructions set out in Section 7(a) below. If the Shareholder acquired its Common Shares on or after July 11, 2018 and is registered as a shareholder of the Company on the Hong Kong register on the Record Date, such Shareholder’s records are maintained on the Hong Kong Register and the Proxy should be deposited in accordance with the instructions set out in Section 7(b) below.
-
(7) To be effective, this Proxy must be completed, signed, dated and deposited, as applicable:
-
(a) if the Shareholder is on the Canadian register, at the office of the Company’s principal share registrar in Canada, being Computershare Trust Company of Canada at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Canada, so that it is received no later than 48 hours (Toronto time) (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting or any adjournment thereof. Registered shareholders may also use the internet site at www.investorvote.com to transmit their voting instructions or vote by phone at 1-866-732-VOTE (8683) (toll free within North America) or 1-312-588-4290 (outside North America). Shareholders are cautioned that the use of mail to transmit proxies is at each Shareholder’s risk; or
-
(b) if the Shareholder is on the Hong Kong register, at the office of the Company’s branch share registrar in Hong Kong, being Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, during regular business hours not later than 48 hours before the Meeting, excluding Saturdays, Sundays and public holidays in Hong Kong, or any adjournment thereof or, deposited with the Chairman of the Meeting on the day of the Meeting prior to the commencement of the Meeting.
-
-
(8) Completion and delivery of this proxy will not preclude the Shareholder from attending and voting at the Meeting if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.