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Lucky Minerals Inc. — Proxy Solicitation & Information Statement 2023
Feb 10, 2023
46442_rns_2023-02-09_6168ef6f-60eb-497f-97a8-7d3d05372096.pdf
Proxy Solicitation & Information Statement
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INTERNATIONAL BATTERY METALS LTD.
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Security Class
Holder Account Number
Form of Proxy - Special Meeting to be held on Friday, March 10, 2023
This Form of Proxy is solicited by and on behalf of Management.
Notes to proxy
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Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
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If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. 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 proxy with signing capacity stated.
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This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
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If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
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The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
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The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
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This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
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This proxy should be read in conjunction with the accompanying documentation provided by Management.
Proxies submitted must be received by 10:00 am, (PST) on Wednesday, March 8, 2023.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
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----- Start of picture text ----- To Vote Using the Telephone----- End of picture text -----
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----- Start of picture text ----- To Vote Using the Internet----- End of picture text -----
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Call the number listed BELOW from a touch tone telephone.
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Go to the following web site:
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Smartphone?
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1-866-732-VOTE (8683) Toll Free Scan the QR code to vote now.
If you vote by telephone or the Internet, DO NOT mail back this proxy.
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. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.
To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
CONTROL NUMBER
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Appointment of Proxyholder
I/We being holder(s) of securities of International Battery Metals Ltd. (the “Company”) hereby appoint: Garry Flowers, Chief Executive Officer of the Company or failing this person, Tony Colletti, Interim President of the Company (the "Management Nominees")
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Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
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as my/our proxyholder 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 proxyholder sees fit) and on all other matters that may properly come before the Special Meeting of shareholders of the Company to be held virtually via Zoom Meetings and at the Company’s registered and records office address located at Suite 800 – 543 Granville Street, Vancouver, British Columbia on Friday, March 10, 2023 at 10:00 am, (PST) and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
For Against
1. Re-Approval of 2021 Private Placement
To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of dis-interested shareholders:
i. to re-approve the issuance of up to 17,250,000 units of the Company at CAD$0.58 to EVL Holdings LLC (“ EVL ”) and Sorcia Minerals LLC (“ Sorcia ”) (the “ Private Placement ”) with each unit comprised of one common share and one common share purchase warrant entitling the holder thereof to purchase an additional common share at a fixed price of CAD$0.58 per common share for a period of two years from closing (ending April 19, 2023), as more particularly described in the accompanying Circular; and
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ii. to re-affirm the pre-emptive rights granted to each of EVL and Sorcia under the Private Placement, wherein each of EVL and Sorcia have been permitted for a period of two years, commencing April 19, 2021 and ending April 19, 2023, to acquire such securities at fair market value of the Company, that may be necessary for it to maintain its percentage of equity ownership of the Company, as determined immediately prior to any securities issuance by the Company, as more particularly described in the accompanying Circular.
Signature of Proxyholder
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.
Signature(s)
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Date
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R H D Q
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