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NexGold Mining — Proxy Solicitation & Information Statement 2020
Jul 3, 2020
46341_rns_2020-07-03_4e807af8-9a43-44d4-a6b6-f39c96e15066.pdf
Proxy Solicitation & Information Statement
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TREASURY
METALS Inc.
Treasury Metals Inc.
(the "Company")
FORM OF PROXY ("PROXY")
Annual and Special Meeting
Wednesday, August 5, 2020 at 11:00 a.m. EDT
Virtual meeting only
https://web.lumiagm.com/241596957
(the "Meeting")
RECORD DATE: June 22, 2020
CONTROL NUMBER:
SEQUENCE #:
FILING DEADLINE FOR PROXY: Friday, July 31, 2020 at 11:00 a.m. EDT
| VOTING METHOD | |
|---|---|
| INTERNET | Go to www.voteproxyonline.com and enter the 12 digit control number above |
| FACSIMILE | 416-595-9593 |
| TSX Trust Company | |
| 301 – 100 Adelaide Street West | |
| Toronto, Ontario, M5H 4H1 |
The undersigned hereby appoints Greg Ferron, Chief Executive Officer of the Company, whom failing Dennis Gibson, Chief Financial Officer of the Company (the "Management Nominees"), or instead of any of them, the following Appointee
Please print appointee name
as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.
- SEE VOTING GUIDELINES ON REVERSE -
RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY NONLIGHTED TEXT ABOVE THE BOXES
| 1. Number of Directors | FOR | AGAINST |
|---|---|---|
| Resolution to set the number of directors at six (6) and thereafter empower the Board to determine from time to time the number of directors within the minimum and maximum numbers provided for in the Articles of the Company. | ☐ | ☐ |
| 2. Election of Directors | FOR | WITHHOLD |
| --- | --- | --- |
| a) Doug Bache | ☐ | ☐ |
| b) Greg Ferron | ☐ | ☐ |
| c) William Fisher | ☐ | ☐ |
| d) Marc Henderson | ☐ | ☐ |
| e) Christophe Vereecke | ☐ | ☐ |
| f) Flora Wood | ☐ | ☐ |
| 3. Appointment of Auditor | FOR | WITHHOLD |
| --- | --- | --- |
| Appointment of RSM Canada LLP as Auditor of the Company for the ensuing year and authorizing the Directors to fix their remuneration. | ☐ | ☐ |
| 4. Transaction Resolution | FOR | AGAINST |
| --- | --- | --- |
| To consider, and if deemed advisable, to approve, with or without variation, an ordinary resolution, the full text of which is attached as Appendix “A” to the management information circular, approving the issuance of: (i) 130,000,000 common shares (“Common Shares”) of the Company and 35,000,000 Common Share purchase warrants, exercisable at $0.50 for 36 months from the closing of the Transaction (as defined below) to be issued to First Mining Gold Corp. (“First Mining”) as partial consideration for the purchase of all of the common shares of Tamaka Gold Corporation, a wholly owned subsidiary of First Mining (the “Transaction”); and (ii) 32,000,000 subscription receipts of the Company, to be issued to subscribers, and up to 1,920,000 compensation option receipts of the Company, to be issued to underwriters, in connection with a brokered private placement to be completed on a “bought deal” basis in connection with the Transaction. | ☐ | ☐ |
| 5. Election of Directors Contingent on the Closing of the Transaction | FOR | WITHHOLD |
| --- | --- | --- |
| a) Frazer Bourchier | ☐ | ☐ |
| b) David Whittle | ☐ | ☐ |
| c) Daniel W. Wilton | ☐ | ☐ |
| 6. Consolidation Resolution | FOR | AGAINST |
| --- | --- | --- |
| To consider, and if thought advisable, to pass a special resolution, the full text of which is attached as Appendix “B” to the management information circular, authorizing an amendment to the articles of the Company effecting the consolidation of the Common Shares on a (3) to (1) basis contingent upon completion of the Transaction. | ☐ | ☐ |
This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED
PLEASE PRINT NAME
TMX | TSX Trust
Proxy Voting – Guidelines and Conditions
- THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.
- THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
- If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. 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 proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.
- Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled "Please print appointee name", the name of the person to be appointed, who need not be a security holder of the Company.
- To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Company.
- To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies, noted on the reverse 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 Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.
- If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory's power to sign the proxy.
- Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.
Investor inSite
TSX Trust Company offers at no cost to security holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable security holder forms and Frequently Asked Questions.
To register, please visit www.tsxtrust.com/investorinsite
Click on, "Register" and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.
Notice-and-Access
The Canadian securities regulators have adopted rules which permit the use of notice-and-access for proxy solicitation instead of the traditional physical delivery of material. This new process provides the option to post meeting related materials including management information circulars as well as annual financial statements and management's discussion and analysis, on a website in addition to SEDAR. Under notice-and-access, meeting related materials will be available for viewing for up to 1 year from the date of posting and a paper copy of the material can be requested at any time during this period.
Disclosure regarding each matter or group of matters to be voted on is in the Information Circular in the Section with the same title as each Resolution on the reverse. You should review the Information Circular before voting.
Treasury Metals Inc. has elected to utilize notice-and-access and provide you with the following information:
Meeting materials are available electronically at www.sedar.com and also at https://treasurymetals.com/investors/annual-and-special-meeting-of-shareholders/
If you wish to receive a paper copy of the Meeting materials or have questions about notice-and-access, please call 1-866-600-5869 or email [email protected]. In order to receive a paper copy in time to vote before the meeting, your request should be received by July 24, 2020.
Request for Financial Statements
In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.
Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.
I am currently a security holder of the Company and as such request the following:
☐ Annual Financial Statements with MD&A ☐ Interim Financial Statements with MD&A
If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions.
If the cut-off time has passed, please fax this side to 416-595-9593
☐ Check this box if you wish to receive the selected financial statements electronically and print your email address below
E-mail (optional)
By providing my email address, I hereby acknowledge and consent to all provisions outlined in the following: https://www.tsxtrust.com/consent-to-electronic-delivery?lang=en
Treasury Metals Inc. 2020
VANCOUVER CALGARY TORONTO MONTRÉAL
063020_v1