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Loyalist Exploration Limited Proxy Solicitation & Information Statement 2023

Jun 20, 2023

47841_rns_2023-06-20_f09827b6-f39c-40af-9096-67990b8dc837.pdf

Proxy Solicitation & Information Statement

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PNG COPPER INC. PROXY FOR USE AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS JULY 11, 2023

This proxy is solicited on behalf of management of PNG Copper Inc. (the " Company "). The undersigned, being a shareholder of the Company hereby appoints, David Drinkwater, Chair and Director, or instead of him, John O’Donnell, CEO and director, or instead of either of them, , as proxyholder for and 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 annual general meeting of the shareholders of the Company to be held Tuesday, July 11, 2023 at 133 Richmond Street West, Suite 204, Toronto, Ontario; 11am EDT. (the " Meeting "), and at any adjournment or adjournments thereof, to the same extent and with the same power as if the undersigned were personally present at the Meeting or such adjournment or adjournments thereof. The undersigned hereby directs the proxyholder to vote the securities of the Company recorded in the name of the undersigned as specified herein.

FOR Aspecial resolution toempower the directors to determine the number of directors of the
board from time to time.
AGAINST
FOR The election ofDavid Drinkwateras a director of the Company.
WITHHOLD
FOR The election ofJohn O’Donnellas a director of the Company.
WITHHOLD
FOR The election ofStephen Balchas a director of the Company.
WITHHOLD
FOR To approve the appointment of McGovern Hurley LLP, Chartered Professional Accountants, as
WITHHOLD auditor of the Company for the ensuing year and to authorize the directors to fix their
remuneration.
FOR Aspecial resolution to change the name of the Corporation to “Loyalist Exploration
Limited”.
AGAINST
FOR Aspecial resolution to re-approve the Company’s 10% “rolling” stock option plan.
AGAINST

If any amendments or variations to the matters referred to above or to any other matters identified in the notice of meeting are proposed at the Meeting or any adjournment or adjournments thereof, or if any other matters which are not now known to management should properly come before the Meeting or any adjournment or adjournments thereof, this proxy confers discretionary authority on the person voting the proxy to vote on such amendments or variations or such other matters in accordance with the best judgment of such person. To be valid, this proxy must be received by the Company's transfer agent, Capital Transfer Agency ULC, by mail or by hand delivery to Suite 920, 390 Bay Street, Toronto, Ontario, M5H 2Y2, by fax at 1-416-350-5008, or by e- mail to [email protected], not later than 48 hours, excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario, prior to the Meeting or any adjournment thereof.

This proxy revokes and supersedes all proxies of earlier date.

DATED this day of , 2023.

Signature of Shareholder

Name of shareholder (Please Print)

Number of Shares Held

17724819.1

NOTES AND INSTRUCTIONS

THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.

  1. The shares represented by this proxy will be voted. Where a choice is specified, the proxy will be voted as directed. Where no choice is specified, this proxy will be voted in favour of the matters listed on the proxy. The proxy confers discretionary authority on the above named person to vote in his or her discretion with respect to amendments or variations to the matters identified in the notice of meeting accompanying the proxy or such other matters which may properly come before the Meeting.

  2. Each shareholder has the right to appoint a person other than management designees ("Management Designees") specified above to represent them at the Meeting. Such right may be exercised by inserting in the space provided the name of the person to be appointed, who need not be a shareholder of the Company.

  3. Each shareholder must sign this proxy. Please date the proxy. If the shareholder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized.

  4. If the proxy is not dated in the space provided, it is deemed to bear the date of its mailing to the shareholders of the Company.

  5. If the shareholder appoints any of the persons designated above, including persons other than Management Designees, as proxy to attend and act at the Meeting:

(a) the shares represented by the proxy will be voted in accordance with the instructions of the shareholder on any ballot that may be called for;

(b) where the shareholder specifies a choice in the proxy with respect to any matter to be acted upon, the shares represented by the proxy shall be voted accordingly; and

(c) IF NO CHOICE IS SPECIFIED WITH RESPECT TO THE MATTERS LISTED ABOVE, THE PROXY WILL BE VOTED FOR SUCH MATTERS.

17724819.1