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MTL Cannabis Corp. Proxy Solicitation & Information Statement 2025

Dec 16, 2025

44162_rns_2025-12-15_3ff44032-4cff-4e7c-8270-91523d3a2cf0.pdf

Proxy Solicitation & Information Statement

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REPARE THERAPEUTICS

P.O. BOX 8016, CARY, NC 27513-9903

Your vote matters!

Have your ballot ready and please use one of the methods below for easy voting:

Your control number

Have the 12 digit control number located in the box above available when you access the website and follow the instructions.

Repare Therapeutics Inc.

Special Meeting of Shareholders

For Shareholders of Record as of November 21, 2025

Friday, January 16, 2026 10:00 AM, Montréal time
Special Meeting will be held live via the Internet - please visit www.proxydocs.com/RPTX for more details.

YOUR VOTE IS IMPORTANT!

PLEASE VOTE BY: 10:00 AM, Montréal time, January 16, 2026.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders To Be Held on January 16, 2026

The proxy statement is available at www.proxydocs.com/RPTX

Internet:

www.proxypush.com/RPTX
- Cast your vote online
- Have your Proxy Card ready
- Follow the simple instructions to record your vote

Phone:

1-866-858-9058
- Use any touch-tone telephone
- Have your Proxy Card ready
- Follow the simple recorded instructions

Mail:

  • Mark, sign and date your Proxy Card
  • Fold and return your Proxy Card in the postage-paid envelope provided
  • Mail is the only method by which a holder may return their Proxy Card to appoint a person as proxyholder other than the Named Proxies

This proxy is being solicited on behalf of the Board of Directors

The undersigned hereby appoints Steve Forte and Sandra Alves (the "Named Proxies"), and each or either of them, OR print the name and e-mail of the person you are appointing if this person is someone other than the Named

Proxies listed herein, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes such person or them, and each of them, as applicable, to vote all the shares in the share capital of Repare Therapeutics Inc. (the "Company") which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS' RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such amendments or variations to the matters specified and other matters that may properly come before the meeting or any adjournment or postponement thereof.

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 persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see above) and follow the instructions set forth herein to return your proxy card by mail. Proxies must be received by 10:00 AM, Montréal time, on January 16, 2026.

The securities represented by this proxy will be voted in favor 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 and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

This proxy should be read in conjunction with the proxy statement for the Special Meeting of Shareholders of the Company.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE

Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved


REPARE THERAPEUTICS

Repare Therapeutics Inc. Special Meeting of Shareholders

Please make your marks like this: ☐

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 AND 4

PROPOSAL YOUR VOTE BOARD OF DIRECTORS RECOMMENDS
FOR AGAINST ABSTAIN
1. Pursuant to an order from the Superior Court of Québec (Commercial Division), dated as of December 10, 2025, to consider, and, if thought advisable, to pass, with or without variation, a special resolution (the "Arrangement Resolution"), the full text of which is set forth in Annex D to the accompanying proxy statement and management information circular (the "Circular and Proxy Statement"), approving a plan of arrangement under Chapter XVI - Division II of the Business Corporations Act (Québec) (the "QBCA") involving the Company and Xeno Acquisition Corp., a company existing under the laws of Delaware (the "Purchaser"), whereby the Purchaser will, among other things, acquire all of the issued and outstanding Common Shares, all as more particularly described in the Circular and Proxy Statement. FOR
2. An ordinary resolution to approve, on an advisory and non-binding basis, the compensation to be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the Arrangement (the "Compensation Resolution"). FOR
3. In the event that the Arrangement Resolution is not approved or the Arrangement is otherwise terminated, (A) to consider, and if thought advisable, to pass, with or without variation, a special resolution pursuant to Section 308 of the QBCA to approve the voluntary liquidation (the "Liquidation") and dissolution of the Company in the event the Arrangement is terminated (the "Liquidation Resolution"). FOR
4. In the event that the Arrangement Resolution is not approved or the Arrangement is otherwise terminated, to consider, and if thought advisable, to pass, with or without variation, a special resolution pursuant to Section 325 of the QBCA to approve the appointment of KPMG LLP ("KPMG") or, in the alternative, another liquidator of nationally recognized experience, as the liquidator of the Company (the "Liquidator") with authorization for the board of directors of the Company (the "Board") to set the remuneration of the liquidator (the "Liquidator Resolution").
NOTE: To transact such further or other business that may properly come before the Special Meeting or any adjournment or postponement thereof. FOR

You must pre-register to attend the meeting online and/or participate at www.proxydocs.com/RPTX.

Authorized Signatures - Must be completed for your instructions to be executed.

Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.

Signature (and Title if applicable)

Date

Signature (if held jointly)

Date