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Lomiko Metals Inc. Proxy Solicitation & Information Statement 2021

Nov 10, 2021

44239_rns_2021-11-10_e711112d-d93d-47e8-b430-d28d3dd769fd.pdf

Proxy Solicitation & Information Statement

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LOMIKO METALS INC.

(the “Company”)

FORM OF PROXY

Virtual Meeting to be held on December 6, 2021 at 11:00 a.m. (EST) by means of remote communication, rather than in person (the “Meeting”) Proxies must be received by 11:00 A.M. (EST) on DECEMBER 2, 2021

VOTING METHOD

Proxies must be received by11:00 A.M.(EST) onDECEMBER 2, 2021 Proxies must be received by11:00 A.M.(EST) onDECEMBER 2, 2021
VOTING METHOD
INTERNET Go tohttps://css.olympiatrust.com/pxloginand enter the 12-digit control number shown on reverse.
EMAIL [email protected]
FACSIMILE (403) 668-8307
MAIL Olympia Trust Company
PO Box 128, STN M
Calgary, AB T2P 2H6
Attn: Proxy Dept.

The undersigned hereby appoints A. Paul Gill, Executive Chair of the Company, or failing him Belinda Labatte, Chief Executive Officer of the Company (the “Management Nominees”), or instead of any of them, the following Appointee

Please print appointee name

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, in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT

1. Number of Directors
FOR
AGAINST
To set the number of directors to be elected at the Meeting at seven (7).


2. Election of Directors
FOR
WITHHOLD
a)
A. Paul Gill


b)
Belinda Labatte


c)
Eric Levy


d)
Sagiv Shiv


e)
Anu Dhir


f)
Dominique Dionne


g)
Lee Arden Lewis


3. Appointment of Auditors
FOR
WITHHOLD
Appointment of Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants as Auditors of the
Company for the ensuing year and authorizing the Directors to fix their remuneration


4. Resolution
FOR
AGAINST
Consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution of disinterested
shareholders, the full text of which is set out under “Approval of the Company’s 2021 Omnibus Incentive Plan” in the
accompanying management information circular dated November 4, 2021 (the “Circular”), approving a new omnibus
incentive plan.


5. Resolution
FOR
AGAINST
Consider and, if deemed fit, to approve a special resolution, the full text of which is set out under “Approval to the
Extension of Closing the Sale of the Company’s Subsidiary– Special Resolution” in the Circular, approving the
extension of closing the sale of the Company’s wholly owned subsidiary in accordance with the_Business Corporations_
Act(BC) to Promethieus Technologies Inc., as more particularly described in the Circular.


This proxy revokes and supersedes all earlier dated proxies andMUST BE SIGNED

PLEASE PRINT NAME
Signature of registered owner(s)
Date (MM/DD/YYYY)
1. Number of Directors
FOR
AGAINST
To set the number of directors to be elected at the Meeting at seven (7).


2. Election of Directors
FOR
WITHHOLD
a)
A. Paul Gill


b)
Belinda Labatte


c)
Eric Levy


d)
Sagiv Shiv


e)
Anu Dhir


f)
Dominique Dionne


g)
Lee Arden Lewis


3. Appointment of Auditors
FOR
WITHHOLD
Appointment of Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants as Auditors of the
Company for the ensuing year and authorizing the Directors to fix their remuneration


4. Resolution
FOR
AGAINST
Consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution of disinterested
shareholders, the full text of which is set out under “Approval of the Company’s 2021 Omnibus Incentive Plan” in the
accompanying management information circular dated November 4, 2021 (the “Circular”), approving a new omnibus
incentive plan.


5. Resolution
FOR
AGAINST
Consider and, if deemed fit, to approve a special resolution, the full text of which is set out under “Approval to the
Extension of Closing the Sale of the Company’s Subsidiary– Special Resolution” in the Circular, approving the
extension of closing the sale of the Company’s wholly owned subsidiary in accordance with the_Business Corporations_
Act(BC) to Promethieus Technologies Inc., as more particularly described in the Circular.


This proxy revokes and supersedes all earlier dated proxies andMUST BE SIGNED

PLEASE PRINT NAME
Signature of registered owner(s)
Date (MM/DD/YYYY)
Request for Financial Statements
In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.
Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.
I am currently a security holder of the Company and as such request the following:
Interim Financial Statements with MD&A –Check the box to the
right if you would like toRECEIVEinterim financial statements and
accompanying Management’s Discussion & Analysis by mail.
Annual Financial Statements with MD&A –Check the box to
the right if you would like toRECEIVEto receive the Annual
Financial Statements and accompanying Management’s
Discussion and Analysis by mail.

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

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Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

  1. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

  2. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Company.

  3. The proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that properly come before the meeting or any adjournment or postponement thereof.

  4. To be valid, this proxy should be signed in the exact manner as the name appears on the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Company.

  5. To be valid, this proxy must be filed using one of the Voting Methods and must be received by Olympia Trust Company before the date noted on the reverse, or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting.

  6. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.