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Michichi Capital Corp. Proxy Solicitation & Information Statement 2026
48128_rns_2026-02-03_fa823591-a08b-4364-950e-d95a70227d5b.pdf
Proxy Solicitation & Information Statement
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MICHICHI CAPITAL CORP.
Computershare
8th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
www.computershare.com
HHKQ 000001
SAM SAMPLE
123 SAMPLES STREET
SAMPLETOWN SS X9X X9X
CANADA
Security Class
COMMON SHARES
Holder Account Number
B9999999999 IND
Intermediary
ABCD
Fold
Voting Instruction Form ("VIF") - Annual General and Special Meeting to be held on March 2, 2026
NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS
- We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.
- We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.
- If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.
- This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.
- If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed by management to you.
- When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.
- Unless prohibited by law, this VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.
- By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.
- If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.
- This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.
VIFs submitted must be received by 10:30 am (Calgary time) on February 28, 2026 or no later than 48 hours prior to the Meeting or any adjournment thereof.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
To Vote Using the Telephone
- Call the number listed BELOW from a touch tone telephone.
1-866-734-VOTE (8683) Toll Free
To Vote Using the Internet
- Go to the following web site: www.investorvote.com
- Smartphone? Scan the QR code to vote now.
If you vote by telephone or the Internet, DO NOT mail back this VIF.
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 choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.
To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
CONTROL NUMBER 23456 78901 23456
HHKQ_VIF_369101/000001/000001/1
+
SAM SAMPLE
B9999999999
IND DT
+
Appointee(s)
I/We being holder(s) of securities of Michichi Capital Corp. (the "Company") hereby appoint: Elson McDougald, or failing this person, Brent Moen, or failing this person, Jeffrey J. McCaig (the "Management Nominees")
OR
If you wish to attend in person or appoint someone else to attend on your behalf, print your name or the name of your appointee in this space (see Note #3 on reverse).
as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company to be held at Vintage Tower II, Conference Centre Main Floor, 326 11th Ave SW, Calgary, AB T2R 0C5 on March 2, 2026 at 10:30 am (Calgary time) and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
| For | Against | |
|---|---|---|
| 1. Number of Directors | ☐ | ☐ |
| To set the number of directors at three (3). | ||
| 2. Election of Directors | For | Withhold |
| --- | --- | --- |
| 01. Elson McDougald | ☐ | ☐ |
- Appointment of Auditors
To appoint KPMG LLP as auditors of the Company and to authorize the directors to fix their remuneration for the ensuing year.
- Incentive Plan
To ratify and approve the Company's stock option plan (the "Plan") and authorize the directors to make such changes to the Plan as may be required by the TSX Venture Exchange without further Shareholder approval.
Authorized Signature(s) – This section must be completed for your instructions to be executed.
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, and the VIF appoints the Management Nominees, this VIF will be voted as recommended by Management.
Signature(s)
Date
DD/MM/YY
Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.
☐
Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.
☐
If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.
HHKQ
369101
1VDIZ
AR1
99999
+
MICHICHI CAPITAL CORP.
Computershare
8th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
www.computershare.com
HHKQ 000002
SAM SAMPLE
123 SAMPLES STREET
SAMPLETOWN SS X9X X9X
AUSTRALIA
Security Class
COMMON SHARES
Holder Account Number
B9999999999 IND
Intermediary
ABCD
Fold
Voting Instruction Form ("VIF") - Annual General and Special Meeting to be held on March 2, 2026
NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS
- We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.
- We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.
- If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.
- This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.
- If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed by management to you.
- When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.
- Unless prohibited by law, this VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.
- By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.
- If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.
- This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.
VIFs submitted must be received by 10:30 am (Calgary time) on February 28, 2026 or no later than 48 hours prior to the Meeting or any adjournment thereof.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
To Vote Using the Telephone
- Call the number listed BELOW from a touch tone telephone.
312-588-4291 Direct Dial
To Vote Using the Internet
- Go to the following web site: www.investorvote.com
- Smartphone? Scan the QR code to vote now.
If you vote by telephone or the Internet, DO NOT mail back this VIF.
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 choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.
To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
CONTROL NUMBER 23456 78901 23456
HHKQ_VIF_369101/000002/000002/4
+
SAM SAMPLE
B9999999999
IND DT
+
Appointee(s)
I/We being holder(s) of securities of Michichi Capital Corp. (the "Company") hereby appoint: Elson McDougald, or failing this person, Brent Moen, or failing this person, Jeffrey J. McCaig (the "Management Nominees")
OR
If you wish to attend in person or appoint someone else to attend on your behalf, print your name or the name of your appointee in this space (see Note #3 on reverse).
as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company to be held at Vintage Tower II, Conference Centre Main Floor, 326 11th Ave SW, Calgary, AB T2R 0C5 on March 2, 2026 at 10:30 am (Calgary time) and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
| For | Against | |
|---|---|---|
| 1. Number of Directors | ☐ | ☐ |
| To set the number of directors at three (3). | ||
| 2. Election of Directors | For | Withhold |
| --- | --- | --- |
| 01. Elson McDougald | ☐ | ☐ |
- Appointment of Auditors
To appoint KPMG LLP as auditors of the Company and to authorize the directors to fix their remuneration for the ensuing year.
- Incentive Plan
To ratify and approve the Company's stock option plan (the "Plan") and authorize the directors to make such changes to the Plan as may be required by the TSX Venture Exchange without further Shareholder approval.
Authorized Signature(s) – This section must be completed for your instructions to be executed.
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, and the VIF appoints the Management Nominees, this VIF will be voted as recommended by Management.
Signature(s)
Date
DD/MM/YY
Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.
☐
Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.
☐
If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.
HHKQ
369101
1VDIZ
AR1
99999
+