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Newpath Resources Inc. Proxy Solicitation & Information Statement 2021

Sep 22, 2021

45849_rns_2021-09-21_4b6a37d2-faa3-4503-b081-8631d9a4b9c9.pdf

Proxy Solicitation & Information Statement

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Security Class : Common Shares READY SET GOLD CORP.

GOLD FORM OF PROXY

Annual and Special Meeting of Shareholders of Ready Set Gold Corp. (the “Company”) to be held on Tuesday, October 12, 2021 (the “Meeting”)

This GOLD Form of Proxy is solicited by and on behalf of MANAGEMENT of the Company (“Management”).

Notes to GOLD Proxy

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.

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 must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this GOLD Proxy.

This GOLD Proxy should be signed in the exact manner as the name(s) appear(s) on the GOLD Proxy.

If this GOLD Proxy is not dated, it will be deemed to bear the date on which it is received by Alliance Trust Company.

If you appoint the Management proxyholders named below to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with Management’s voting recommendations highlighted for each Resolution overleaf. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

This GOLD Proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting or any adjournment or postponement thereof, in each case, whether or not the amendment, variation or other matter that comes before the Meeting is routine or contested.

This GOLD Proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 10:00 a.m., Vancouver Time, on Friday, October 7, 2021 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed Meeting. Late proxies may be accepted or rejected by the Chair of the Meeting at his or her discretion, and the Chair of the Meeting is under no obligation to accept or reject any particular late proxy. The Company or the Chair of the Meeting may waive or extend the proxy cut-off without notice.

Proxies submitted must be received by 10:00 a.m., Vancouver Time, on Friday, October 7, 2021 or, in the case of anyadjournment or postponement of the Meeting, not less than 48 hours (Saturdays, Sundays and holidays excepted) beforethe time of the adjourned or postponed Meeting. Late proxies may be accepted or rejected by the Chair of the Meeting athis or her discretion, and the Chair of the Meeting is under no obligation to accept or reject any particular late proxy. TheCompany or the Chair of the Meeting may waive or extend the proxy cut-off without notice. Proxies submitted must be received by 10:00 a.m., Vancouver Time, on Friday, October 7, 2021 or, in the case of anyadjournment or postponement of the Meeting, not less than 48 hours (Saturdays, Sundays and holidays excepted) beforethe time of the adjourned or postponed Meeting. Late proxies may be accepted or rejected by the Chair of the Meeting athis or her discretion, and the Chair of the Meeting is under no obligation to accept or reject any particular late proxy. TheCompany or the Chair of the Meeting may waive or extend the proxy cut-off without notice.
VOTING METHODS
MAIL or HAND DELIVERY Alliance Trust CompanySuite 1010, 407 - 2nd Street SWCalgary, Alberta T2P 2Y3
FACSIMILE – 24 Hours a Day 403-237-6181
ONLINE www.alliancetrust.ca/shareholders/

If you vote by FACSIMILE or ONLINE, 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, facsimile or online are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named below.

Appointment of Proxyholder

I/We, being holder(s) of READY SET Print the name of the person you are GOLD CORP. hereby appoint: OR appointing in the box to the right if CHRISTIAN SCOVENNA, Chief this person is someone other than the Executive Officer & Director, or, Management nominees listed herein. failing him, ALEX MCAULAY, Chief Financial Officer and Director

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder 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 shareholders of READY SET GOLD CORP. to be held at Suite 220, 333 Terminal Avenue, Vancouver, British Columbia, V6A 4C1 on Tuesday October 12, 2021 at 10:00 a.m. (Vancouver time) , and at any adjournment or postponement thereof.

MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Appointment of Auditor

1. Appointment of Auditor For Withheld To appoint Smythe LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and □ □ to authorize the directors to fix their remuneration. 2. Set Number of Directors For Against To set the number of Directors at five (5). □ □ 3. Election of Directors For Withheld For Withheld i) DARREN COLLINS □ □ ii) CHRISTIAN SCOVENNA □ □ iii) PETER SIMEON □ □ iv) MARK SMETHURST □ □ v) GERHARD MERKEL □ □

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 proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s)

Print Name(s) & Signing Capacity(ies), if applicable

Date (MM-DD-YY)