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Origen Resources Inc. Proxy Solicitation & Information Statement 2023

Nov 7, 2023

47903_rns_2023-11-06_3bc0feee-6119-449c-b234-8092bf0f81e0.pdf

Proxy Solicitation & Information Statement

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ORIGEN RESOURCES INC.

(the “Company”)

FORM OF PROXY

ANNUAL GENERAL Meeting to be held on November 29, 2023, at 11:00 a.m. ( PST) at Suite 488 – 625 Howe Street Vancouver, British Columbia, V6C 2T6, Canada

(the “ Meeting ”)

Proxies must be received by 11:00 a.m. (PST) on November 27, 2023.

VOTING METHOD

Proxies must be received by11:00 a.m.(PST) onNovember 27, 2023. Proxies must be received by11:00 a.m.(PST) onNovember 27, 2023.
VOTING METHOD
INTERNET Go tohttps://css.olympiatrust.com/pxloginand 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 GARRY STOCK, DIRECTOR 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 Five (5).
2. Election of Directors FOR WITHHOLD
a)
GARY SCHELLENBERG
b)
GEOFF SCHELLENBERG
c)
GARRY STOCK
d)
THOMAS HAWKINS
e)
JASON CUBITT
3. Appointment of Auditors FOR WITHHOLD
Appointment ofDAVIDSON & COMPANY LLP, Chartered Professional Accountants as Auditors of the Company for
the ensuing year and authorizing the Directors to fix their remuneration
4. Audited Annual Consolidated Financial Statements FOR AGAINST
To receive the audited annual consolidated financial statements of the Company for its financial years ended March 31,
2022 and March 31, 2023, together with the Auditor’s report thereon

5. Stock Option Plan FOR AGAINST
To consider, and if thought fit, to ratify and approve, with or without amendment, an ordinary resolution of shareholders
providing for the approval of the Company’s Incentive Stock Option Plan (the “Stock Option Plan”) wherein the
Company will allocate and reserve up to 10% of its issued common shares from time to time for the purpose of granting
options under the Stock Option Plan. The full text of the resolution, is set forth in the Information Circular accompanying
this Notice

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

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.sedarplus.ca.
I am currently a security holder of the Company and as such request the following:
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.sedarplus.ca.
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
right if you would like toRECEIVEinterim financial statements and
accompanying Management’s Discussion & Analysis by mail.
Annual Financial Statements with MD&A –Check the box to
the right if you would like toRECEIVEto receive the Annual
Financial Statements and accompanying Management’s
DiscussionandAnalysis bymail.

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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. The proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that properly come before the meeting or any adjournment or postponement thereof.

  4. 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.

  5. 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.

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