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Osisko Metals Incorporated Proxy Solicitation & Information Statement 2020

Nov 9, 2020

45094_rns_2020-11-09_ad8dbca8-70f0-495c-bb29-66f8733485a5.pdf

Proxy Solicitation & Information Statement

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Appointment of Proxyholder

I/We, being holder(s) of Shares of Osisko Metals Incorporated (the "Corporation"), hereby appoint: Jeff Hussey, President and Chief Operating Officer of the Corporation, or, failing him, Anthony Glavac, Chief Financial Officer of the Corporation, or,

______________________________________________________________________ Print the name of the person you are appointing if this person is someone other than the proxyholders listed above

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below directions (or if no directions have been given, as the proxyholder sees fit) on all the following matters and any other matter that may properly be brought before the Annual Meeting of Shareholders of the Corporation (the "Meeting") to be held by teleconference and at Lavery, Suite 4000,1 Place Ville Marie, Montréal, QC, Canada, on Thursday, December 10, 2020 at 10:00 a.m. (Montréal time) and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution. We are inviting Shareholders to participate in the Meeting by dialing in to our conference line at: 1-866-862-7608 (North America Toll Free) or 1-416-343-4287 (Outside North America), followed by the Conference ID 9442367. Participants should dial in 5-10 minutes prior to the scheduled start time and ask to join the call.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. Please use a dark black pencil or pen.

1. To fix the number of directors at seven (7) FOR AGAINST
2. Election of Directors FOR WITHHOLD FOR WITHHOLD
1. Jeff Hussey 5. Amy Satov 

2. Robert Wares 6. Cathy Singer
3. Luc Lessard 7. Donald Siemens
4. John Burzynski
5
3. Appointment of Auditors
Appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors
of the Corporation and to authorize the directors to fix their remuneration.
FOR
C
C
C
C
WITHHOLD
4. Rolling Stock Option Plan AGAINST

To consider and, if thought advisable, to pass, with or without variation, an ordinary resolution to approve the Corporation's existing 10% rolling stock option plan, as more particularly described in the Management Information Circular.

Under Canadian securities laws, you are entitled to receive certain investor documents. If you wish to receive such materials, please tick the applicable boxes below. You may also go to our website https://ca.astfinancial.com/InvestorServices/Financial-Statements?lang=en and input code 5926a.

I would like to receive quarterly financial statements I would like to receive annual financial statements

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 or, if you appoint another proxyholder, as such other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted at the Meeting, I/We authorize you to vote as you see fit.

_________________________________________________________ __________________ Signature(s) Date

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by 10:00 a.m. (Montréal time), on December 8, 2020.

Form of Proxy – Annual Meeting of Shareholders of Osisko Metals Incorporated to be held at 10:00 a.m. (Montréal time) on December 10, 2020 (the "Meeting")

This Form of Proxy is solicited by and on behalf of Management.

Notes to Proxy

1. Every holder of shares has the right to appoint some other person or company of its choice, who need not be a holder of shares, to attend and act on its behalf at the Meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

  1. If the securities are registered in the name of more than one holder of shares (for example, joint ownership, trustees, executors/liquidators), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual, you must sign this proxy and state your signing capacity, and you may be required to provide documentation evidencing your proxy signing authority.

  2. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

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

5. The securities' voting right represented by this proxy will be voted as directed by the holder of shares, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

  1. The proxyholder will exercise the securities' voting right represented by this proxy by voting "for", "against" or "withhold" for each of the matters described herein, as applicable, in accordance with the instructions of the holder of shares on any ballot that may be called for and, if the holder of shares has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

  2. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly be brought at the Meeting or any adjournment or postponement thereof.

  3. This proxy should be read in conjunction with the documentation prepared by Management.

All proxies must be received by 10:00 a.m. (Montréal time) on December 8, 2020.

How to Vote

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

INTERNET

TELEPHONE

Go to www.astvotemyproxy.com

Use any touch-tone phone, call toll free in Canada and United States 1 888 489-7352 and follow the voice instructions

View Meeting documents

Cast your vote online

To vote using your smartphone, please scan this QR Code

To vote by Internet or telephone you will need your control number. If you vote by Internet or telephone, DO NOT return this proxy.

MAIL, FAX or EMAIL

Complete and return your signed proxy in the envelope provided or send to:

AST Trust Company (Canada) P.O. Box 721 Agincourt, ON M1S 0A1

You may alternatively fax your proxy to 1 416-368-2502 or toll free in Canada and United States to 1-866-781- 3111 or scan and email to [email protected].

If you wish to receive investor documents electronically in the future, please visit https://ca.astfinancial.com/InvestorServices/edelivery to enrol.

Voting by mail, fax, email or Internet are the only methods by which a holder may appoint a person as proxyholder other than the proxyholders named on the reverse of this proxy.