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Origen Resources Inc. Proxy Solicitation & Information Statement 2021

Apr 15, 2021

47903_rns_2021-04-15_5325ab2d-07ea-4620-9095-f9df899061c6.pdf

Proxy Solicitation & Information Statement

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ORIGEN RESOURCES INC.

(the “Company” or “Origen”)

FORM OF PROXY

ANNUAL GENERAL AND SPECIAL MEETING (the “Meeting”) to be held on May 12, 2021 10:00 a.m. (Pacific) SUITE 488 – 625 HOWE STREET, VANCOUVER, BC V6C 2T6

Proxies must be received by 10:00 am (Pacific) on May 10, 2021

VOTING METHOD

VOTING METHOD
INTERNET Go to**https://css.olympiatrust.com/pxlogin**and enter the 12-digit control number shown on reverse.
EMAIL [email protected]
FACSIMILE (403) 668-8307
MAIL Olympia Trust Company
PO Box 128, STN M
Calgary, AB T2P 2H6
Attn: Proxy Dept.

The undersigned hereby appoints Gary Schellenberg, CEO of the Company, or failing Blake Morgan, President 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, in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT

1. Number of Directors FOR AGAINST
To set the number of directors to be elected at the Meeting at four (4).
2. Election of Directors
FOR WITHHOLD
a)Gary Schellenberg
b)Geoff Schellenberg
c)Blake Morgan
d)Michael Collins
3. Appointment of Auditors FOR WITHHOLD
Appointment of Davidson & Company, Chartered Professional Accountants as Auditors of the Company for the ensuingyear and authorizing the Directors to fix their remuneration
4. Amendment to Origen’s Articles FOR AGAINST
To consider and approve by ordinary resolution, an amendment to Origen’s Articles, as more particularly set out in theCircular
5. Origen’s Stock Option Plan FOR AGAINST
To approve the Company’s 10% rolling stock option plan, as more particularly set out in the Circular
6. Arrangement FOR AGAINST
To consider pursuant to an Interim Order of the Supreme Court of British Columbia dated April 8, 2021 and, if thought
advisable, to pass, with or without amendment, a special resolution (the “Arrangement Resolution”) approving anarrangement under Section 288 of the Business Corporations Act (British Columbia), the full text of which Arrangement
Resolution is set forth in Appendix “A” to the accompanying Circular
7. Spinco’s Stock Option Plan FOR AGAINST
To approve the stock option plan of Spinco (Forty Pillars Mining Corp.), as more particularly set out in the Circular
8. Other Business FOR AGAINST
To transact any other business that may properly come before the meeting and any adjournment thereof.

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME Signature of registered owner(s) Date (MM/DD/YYYY)

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: Interim Financial Statements with MD&A – Check the box to the Annual Financial Statements with MD&A – Check the box to right if you would like to RECEIVE interim financial statements and the right if you would like to DECLINE to receive the Annual accompanying Management’s Discussion & Analysis by mail. Financial Statements and accompanying Management’s Discussion and Analysis by mail.

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Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

  1. 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.

  2. 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.

  3. To be valid, this proxy should be signed in the exact manner as the name appears on 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.

  4. To be valid, this proxy must be filed using one of the Voting Methods and must be received by Olympia Trust Company before the date 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.

  5. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.