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Orchid Ventures, Inc. Proxy Solicitation & Information Statement 2021

Nov 9, 2021

46807_rns_2021-11-09_5fc7d0f9-81f5-417d-a801-8161152af548.pdf

Proxy Solicitation & Information Statement

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Chemistree Technology Inc. Suite 204 - 998 Harbourside Drive North Vancouver, BC V7P 3T2

Form of Proxy – Extraordinary Meeting of the Debentureholders to be held on November 30, 2021

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Stock Exchange Tower 1230, 300 5[th] Ave SW Calgary, AB T2P 3C4

Appointment of Proxyholder

I/We being the undersigned holder(s) of Chemistree Technology Inc. (the “Company”) hereby appoint Karl Kottmeier, Chief Executive Officer and President, or failing this person, Douglas Ford, Chief Financial Officer and Secretary .

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 all other matters that may properly come before the extraordinary meeting (the “Meeting”) of the holders (the “Debentureholders”) of 10.0% Convertible Debentures due March 29, 2022 (the “Debentures”) on November 30, 2021 at 9.00 a.m. (PST time) or at any adjournment thereof, to be held at: the offices of Blake, Cassels & Graydon LLP, located at Suite 2600, Three Bentall Centre, 595 Burrard Street, Vancouver, British Columbia.

1. Extraordinary Resolution. To consider and, if deemed appropriate, to adopt, with or without amendment, an extraordinary resolution, the full text of which is set forth in Appendix “A” of the accompanying management information circular, approving amendments to the trust indenture between the Company and Odyssey Trust Company dated as of March 29, 2019.

For Against

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):

Date / /

MM / DD / YY

This form of proxy is solicited by and on behalf of Management.

Proxies must be received by 9:00 am, (PST Time), on November 26, 2021.

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Notes to Proxy

  1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.

  2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. 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.

  3. This proxy should be signed in the exact manner as the name appears on the proxy.

  4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

  5. 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, this proxy will be voted as recommended by Management.

  6. The securities represented by this proxy will be voted or withheld from voting, 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.

  7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

  8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

To Vote Your Proxy Online please visit:

https://login.odysseytrust.com/pxlogin and click on

. You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this proxy.

Shareholder Address and Control Number Here

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at www.odysseycontact.com

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. A return envelope has been enclosed for voting by mail.

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