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NexMetals Mining Corp Proxy Solicitation & Information Statement 2025
43908_rns_2025-05-06_da30c691-94b3-4ac2-837e-987e5a8192e7.pdf
Proxy Solicitation & Information Statement
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PREMIUM RESOURCES LTD.
Computershare
8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com
Security Class
Holder Account Number
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Form of Proxy - Annual General and Special Meeting to be held on June 3, 2025
This Form of Proxy is solicited by and on behalf of Management.
Notes to 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 Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
- 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 may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.
- This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
- If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
- 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, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
- The securities represented by this proxy will be voted in favour, 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. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
- This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
- This proxy should be read in conjunction with the accompanying documentation provided by Management.
Poxies submitted must be received by 10:00 am (Vancouver Time), on May 30, 2025.
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.
1-866-732-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.
To Receive Documents Electronically
- You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.
If you vote by telephone or the Internet, 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 or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.
To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
CONTROL NUMBER
0231EA
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Appointment of Proxyholder
I/We being holder(s) of securities of Premium Resources Ltd. (the "Company") hereby appoint: Morgan Lekstrom, or failing this person, Sean Whiteford (the "Management Nominees")
OR
Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
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 on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company to be held at 15th Floor, 1111 West Hastings Street, Vancouver, BC V6E 2J3 on June 3, 2025 at 10:00 am (Vancouver Time), and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY INCHLIGHTED TEXT OVER THE BOXES.
- Election of Directors
| For | Withhold | For | Withhold | For | Withhold | |||
|---|---|---|---|---|---|---|---|---|
| 01. Mark Christensen | ☐ | ☐ | 02. James Gowans | ☐ | ☐ | 03. Jason LeBlanc | ☐ | ☐ |
| 04. Norman MacDonald | ☐ | ☐ | 05. Paul Martin | ☐ | ☐ | 06. Morgan Lekstrom | ☐ | ☐ |
| 07. André van Niekerk | ☐ | ☐ | 08. Chris Leavy | ☐ | ☐ |
- Appointment of Auditors
Appointment of MNP LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.
- Approval of Continuance
To consider and, if thought advisable, to approve, with or without variation, a special resolution approving the continuance of the Company out of the jurisdiction of Ontario under the Business Corporations Act (Ontario) and into the jurisdiction of British Columbia under the Business Corporations Act (British Columbia), and the repeal and replacement of the Company's articles and by-laws in connection therewith with new notice of articles and articles, respectively, as more particularly described in the Information Circular.
- Approval of Name Change
To consider and, if thought fit, to pass, a special resolution approving the change of name of the Company to "Nexus Critical Metals and Mining Corp.", or such other name as may be determined by the board of directors of the Company.
- Approval of Consolidation
To consider and, if thought advisable, to approve, with or without variation, a special resolution approving the consolidation of the common shares of the Company by a ratio in the range of up to 20:1, as more particularly described in the Information Circular.
- Approval of Omnibus Plan
To consider and, if thought advisable, pass, with or without variation, an ordinary resolution confirming and approving the Company's new omnibus equity incentive plan, the full text of which is included as Appendix "E" attached to the Information Circular.
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Signature of Proxyholder
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, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.
If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.
Signature(s)
Date
DD/MM/YY
Signing Capacity
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 proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.
IGTQ
380024
AR1
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0231FC