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Marvel Discovery Corp. — AGM Information 2024
Jan 24, 2024
43348_rns_2024-01-23_8bc08d1f-be59-4472-af4b-6ab97477bfc5.pdf
AGM Information
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EDISON LITHIUM CORP.
United Kingdom Building 350 – 409 Granville Street Vancouver BC V6C 1T2
Form of Proxy – Annual General and Special Meeting to be held on February 26, 2024
Appointment of Proxyholder
Print the name of the person you are appointing if this person is someone other than the Management Proxyholders listed herein:
I/We being the undersigned holder(s) of Edison Lithium Corp. hereby appoint Nathan Rotstein, Chief Executive Officer, President and Director of the Company or failing this person, James (Jay) Richardson, Chief Financial Officer and Director of the Company, OR or failing this person, Luisa Moreno, Chief Operating Officer and Director of the Company, or failing this person, Janet Francis, Corporate Secretary of the Company (together, the “Management Proxyholders”)
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 all other matters that may properly come before the Annual General and Special Meeting of Edison Lithium Corp. to be held at 1200 - 750 West Pender Street, Vancouver, BC V6C 2T8 at 10:00 a.m. (Pacific Time) or at any adjournment thereof.
| For | Against | ||
|---|---|---|---|
| **1. ** | Number of Directors.To set the number of directors to be elected at the Meeting to atfive (5). | ||
| **2. ** | Election of Directors. For Withhold For Withhold |
For | Withhold |
| a. | Nathan Rotstein b. James (Jay) Richardson c. Luisa Moreno |
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| d. | Roger Dahn e. Gordon Jang |
||
| **3. ** | Appointment of Auditors.To appoint Dale Matheson Carr-Hilton Labonte LLP as the auditor of the Company for the ensuing year and to authorize the | For | Withhold |
| directors to fix its remuneration. | |||
| **4. ** | Stock Option Plan.To consider and, if thought advisable, to pass an ordinary resolution to approve the continuation of the Company’s current stock | For | Against |
| option plan, as amended, as more particularly described in the Information Circular dated January 12, 2024 (the “Circular”). | |||
| **5. ** | Edison Cobalt Corp. Stock Option Plan. To consider and, if thought advisable, with or without variation, an ordinary resolution to approve Edison Cobalt | For | Against |
| Corp.’s stock option plan, as more particularly described in the Circular. | |||
| **6. ** | Proposed Private Placement.To approve the proposed private placement financing of Edison Cobalt Corp., as more particularly described in the | For | Against |
| Circular. | |||
| **7. ** | Cancellation and Reissuance of Stock Options.To consider and, if thought advisable, to pass, with or without variation, an ordinary resolution ratifying | For | Against |
| and approving the cancellation and reissuance of certain stock options previously granted to directors and officers of the Company, with new pricing and | |||
| an extension of the expiry date, as more particularly described in the Circular. | |||
| **8. ** | Plan of Arrangement.To consider, pursuant to an interim order of the Supreme Court of British Columbia dated January 18, 2024, and, if deemed | For | Against |
| advisable, to pass, with or without variation, a special resolution, (the text of which is set out in Schedule “A” to the Circular), to approve the Arrangement | |||
| on the terms and conditions set forth in the Arrangement Agreement between the Company and Edison Cobalt Corp. dated December 6, 2023, as | |||
| amended January 15, 2024 and the plan of arrangement substantially in the form attached as Exhibit “I” to the Arrangement Agreement, subject to any | |||
| amendment or supplement thereto, all as more particularly described in the Circular. | |||
| 9 | Disposition of all or substantially all of the Company’s undertakingToconsider and if thought advisable to the extent that the Company’s | For | Against |
9. Disposition of all or substantially all of the Company’s undertaking. To consider and, if thought advisable, to the extent that the Company’s disposition of the Kittson-Cobalt Property (as defined in the Circular) pursuant to the Arrangement (as defined in the Circular) may be determined under the circumstances existing immediately prior to completion of the Arrangement to constitute the disposition of all or substantially all of the Company’s undertaking, to pass, with or without variation, a special resolution to approve the disposition of all or substantially all of the Company’s undertaking pursuant to section 301 of the Business Corporations Act (British Columbia).
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Authorized Signature(s) – This section must be completed for your instructions to be executed.
Signature(s):
Date
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, this Proxy will be voted as recommended by Management.
Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.
MM / DD / YY
Annual Financial Statements – Check the box to the right if you would like to RECEIVE the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.
INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:
This form of proxy is solicited by and on behalf of Management. Proxies must be received by 10:00 a.m. (Pacific Time), on February 22, 2024.
Notes to Proxy
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Each holder has the right to appoint a person, who need not be a holder, to attend and represent them at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.
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If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy 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 proxy with signing capacity stated.
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This proxy should be signed in the exact manner as the name appears on the proxy. 4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
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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, this proxy will be voted as recommended by Management.
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The securities represented by this proxy 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.
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This proxy 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.
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This proxy should be read in conjunction with the accompanying documentation provided by Management.
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To Vote Your Proxy Online please visit: https://vote.odysseytrust.com
You will require the CONTROL NUMBER printed with your address to the right.
If you vote by Internet, do not mail this proxy.
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 https://odysseytrust.com/ca-en/help/ .
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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