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Orvana Minerals Corp. — Proxy Solicitation & Information Statement 2020
Feb 12, 2020
43044_rns_2020-02-12_a4692d07-edf3-4a10-a9b8-ecf72efc32bc.pdf
Proxy Solicitation & Information Statement
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| Appointment of Proxyholder | This Form of Proxy is solicited by and on behalf of management of Orvana MineralsCorp. (the “Company”) for use at the annual general meeting of holders of commonshares of the Company to be held at the office of Gowling WLG, 1 First CanadianPlace, 100 King Street West, Suite 1600, Toronto, Ontario on Wednesday, March 5,2020 at 10:30 a.m. (Toronto time) (the “Meeting”).I/We, being holder(s) of commonshares of the Company hereby appoints Nuria Menendez, or failing her, Binh Vu, or,instead of either of the foregoing, the following appointee:_______________________________________________________________________Print the name of the person you are appointing if this person is someone other than the individuals listed aboveas proxy of the undersigned, to attend, act and vote on behalf of the undersigned inaccordance with the below direction (or if no directions have been given, as the proxysees fit) on all of the following matters and any other matter that may properly comebefore the Meeting, and at any adjournments or postponements thereof in the samemanner, to the same extent and with the same powers as if the undersigned werepersonally present, with full power of substitution..CARY, NC 27512-9903Management recommends voting FOR each director and reappointing the auditor.Please use a dark black pencil or pen.1. Election of DirectorsTo elect the following directors of the Company to hold office until the next annual general meeting ofthe Company. FORWITHHOLD1. George Darling2. Alan Edwards3. Alfredo Garcia Gonzalez4. Ed Guimaraes5. Sara Magner6. Gordon Pridham FORWITHHOLD2. Appointment of AuditorsTo reappoint PricewaterhouseCoopers LLP as auditorsof the Company for the ensuing year and to authorize thedirectors to fix the auditor’s remuneration. I/We authorize you to act in accordance with my/our instructions set out above. I/Wehereby revoke any proxy previously given with respect to the Meeting. The sharesrepresented by this proxy will be voted for or withheld from voting in accordance with yourinstructions on any ballot that may be called for at the Meeting. If you specify a choicewith respect to any matter to be acted upon, your shares will be voted accordingly.If novoting instructions are indicated above, this proxy will be voted FOR a matter bymanagement’s appointees or, if you appoint another proxyholder, as that otherproxyholder sees fit. On any amendments or variations proposed or any newbusiness properly submitted before the Meeting or any adjournment, I/we authorizeyou to vote as you see fit._________________________________________________________ __________________Signature(s) DatePlease sign exactly as your name(s) appear on this proxy. Please see reverse forinstructions. All proxies must be received by 5:00 pm (Toronto time) on March 3, 2020.Request For Financial Statements:Under Canadian Securities Law, you are entitled to receive certain investordocuments. If you wish to receive such material, please tick the applicable boxesbelow. You may also go to our websitehttps://ca.astfinancial.com/InvestorServices/Financial-Statements?lang=enand input code 5443A.I would like to receive interim financial statements and related MD&AsI would like to receive annual financial statements and the relatedMD&A | This Form of Proxy is solicited by and on behalf of management of Orvana MineralsCorp. (the “Company”) for use at the annual general meeting of holders of commonshares of the Company to be held at the office of Gowling WLG, 1 First CanadianPlace, 100 King Street West, Suite 1600, Toronto, Ontario on Wednesday, March 5,2020 at 10:30 a.m. (Toronto time) (the “Meeting”).I/We, being holder(s) of commonshares of the Company hereby appoints Nuria Menendez, or failing her, Binh Vu, or,instead of either of the foregoing, the following appointee:_______________________________________________________________________Print the name of the person you are appointing if this person is someone other than the individuals listed aboveas proxy of the undersigned, to attend, act and vote on behalf of the undersigned inaccordance with the below direction (or if no directions have been given, as the proxysees fit) on all of the following matters and any other matter that may properly comebefore the Meeting, and at any adjournments or postponements thereof in the samemanner, to the same extent and with the same powers as if the undersigned werepersonally present, with full power of substitution..CARY, NC 27512-9903Management recommends voting FOR each director and reappointing the auditor.Please use a dark black pencil or pen.1. Election of DirectorsTo elect the following directors of the Company to hold office until the next annual general meeting ofthe Company. FORWITHHOLD1. George Darling2. Alan Edwards3. Alfredo Garcia Gonzalez4. Ed Guimaraes5. Sara Magner6. Gordon Pridham FORWITHHOLD2. Appointment of AuditorsTo reappoint PricewaterhouseCoopers LLP as auditorsof the Company for the ensuing year and to authorize thedirectors to fix the auditor’s remuneration. I/We authorize you to act in accordance with my/our instructions set out above. I/Wehereby revoke any proxy previously given with respect to the Meeting. The sharesrepresented by this proxy will be voted for or withheld from voting in accordance with yourinstructions on any ballot that may be called for at the Meeting. If you specify a choicewith respect to any matter to be acted upon, your shares will be voted accordingly.If novoting instructions are indicated above, this proxy will be voted FOR a matter bymanagement’s appointees or, if you appoint another proxyholder, as that otherproxyholder sees fit. On any amendments or variations proposed or any newbusiness properly submitted before the Meeting or any adjournment, I/we authorizeyou to vote as you see fit._________________________________________________________ __________________Signature(s) DatePlease sign exactly as your name(s) appear on this proxy. Please see reverse forinstructions. All proxies must be received by 5:00 pm (Toronto time) on March 3, 2020.Request For Financial Statements:Under Canadian Securities Law, you are entitled to receive certain investordocuments. If you wish to receive such material, please tick the applicable boxesbelow. You may also go to our websitehttps://ca.astfinancial.com/InvestorServices/Financial-Statements?lang=enand input code 5443A.I would like to receive interim financial statements and related MD&AsI would like to receive annual financial statements and the relatedMD&A | |
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| How to Vote | How to Vote | How to Vote | How to Vote | How to Vote | How to Vote | |
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| ll er.edeeed | ||||||
| INTERNETGo towww.astvotemyproxy.comCast your vote onlineView Meeting documentsTELEPHONEUse any touch-tone phone, catoll free in Canada and UnitedStates1-888-489-5760and follow thvoice instructionsTo vote by telephone or internet you will need your control numbeIf you vote by Internet or telephone, do not return this proxy.MAIL, FAX or EMAILComplete and return your signed proxy in the envelope providor send to:AST Trust Company (Canada)Proxy Department, P.O. Box 721Agincourt, ON M1S 0A1You may alternatively fax your proxy to 416-368-2502 or toll frin Canada and United States to 1-866-781-3111 or scan andemail to [email protected]. | med to be dated on the day it was receivvestor documents electronically in future,m/InvestorServices/edelivery?lang=ento | eived not later than 5:00 p.m. (Torontoin the case of any adjournment o48 hours, Saturdays, Sundays and holime of the adjournment of the meeting. | ||||
| An undated proxy is deeby AST.If you wish to receive inplease visithttps://ca.astfinancial.coenrol. | All proxies must be recon March 3, 2020, orMeeting, not less thanexcepted, prior to the ti | |||||
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| olders of Orvana Mineraronto time)n, who need not beyou at the Meeting othroxy. Such right mayprovided the name of tor his or her attorney duplease sign exactly as yoer is a corporation, a dumust sign this proxy, andte seal should be affixed.n executor, administratorpears on this proxy. If tceased or other holder, tative with his or her namnce of authority to signattached to this proxy.registered and a beneficire than one Managemearately as a registered aforwarded either a forma voting instruction formbeneficially own. Beneficiconveyed to them by thany one of them presenthe absence of the othermore of them are presenter the number of securitirmation Circular for furthproxy and other informatient of the Company. | me)o need not bethe Meeting othSuch right mayd the name of tor her attorney dusign exactly as yocorporation, a duign this proxy, andshould be affixed.utor, administratoron this proxy. If tor other holder, tith his or her namauthority to signd to this proxy.ed and a beneficione Managemeas a registered aed either a forminstruction formcially own. Beneficied to them by th | nterntriti | rthati | |||
| presee othpresesecu | or fuformy. | |||||
| e of themence of ththem areumber of | Circular fnd other inhe Compan |
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