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PsyBio Therapeutics Corp. Proxy Solicitation & Information Statement 2020

Dec 23, 2020

46634_rns_2020-12-23_a43f0db1-60b8-4bdf-a6f4-0f2545efef0a.pdf

Proxy Solicitation & Information Statement

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LEO ACQUISITIONS CORP.

8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

NA MARINA NA MARINA NA MARINA NA MARINA NA MARINA NA MARINA NA MARINA NA MARINA NA MARINA NA MARINA NA MARINA NNa marina na marina na marina na marina na marina na marina na marina na marina na marina na marina na marina

Mr A Sample Designation (if any) Add1 Add2 add3 add4 add5 add6

000001

COMMON SAHRES Security Class

Holder Account Number

C1234567890 XXX

Intermediary XXX

Voting Instruction Form ("VIF") - Annual General and Special Meeting be held on January 13, 2021

NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS

    1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.
    1. We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.
    1. If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.
    1. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.
    1. If this VIF is not dated, it will be deemed to bear the date on which it is mailed by management to you.
    1. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.
    1. This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.
    1. Your voting instructions will be recorded on receipt of the VIF.
    1. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.
    1. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.
    1. This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.

VIFs submitted must be received by 10:00 am (Toronto time) on January 11, 2021.

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

To Vote Using the Telephone To Vote Using the Internet

• Call the number listed BELOW from a touch tone telephone.

1-866-734-VOTE (8683) Toll Free

If you vote by telephone or the Internet, DO NOT mail back this VIF.

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.

Voting by mail or by Internet are the only methods by which a holder may choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 123456789012345

Fold

MR SAM SAMPLE C1234567890
XXX 123
Appointee(s)Management Appointee(s) are: Gerry Goldberg, the President,Chief Executive Officer and a director of the Corporation, or failinghim, Warren Goldberg, the Corporate Secretary, Chief FinancialOfficer and a director of the Corporation OR If you wish to attend in person or appointsomeone else to attend on your behalf, printyour name or the name of your appointee inthis space (see Note #3 on reverse).
as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and all other matters that may properlycome before the Annual General and Special Meeting of securityholders of Leo Acquisitions Corp. to be held at DNTW Toronto LLP, 45 Sheppard Avenue East, Suite 703, Toronto, Ontario M2N5W9 on January 13, 2021 at 10:00 am (Toronto time) and at any adjournment or postponement thereof.VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
1. Election of Directors For Withhold For Withhold For Withhold
01. Gerald Goldberg 02. Warren Goldberg 03. Richard Brown
04. G. Michael Newman 05. Phil Droznika 06. Rong Catherine Lu
For Withhold Fold
2. Appointment of AuditorsAppointment of RSM Canada LLP as Auditors of the Corporation until the next general meeting of the Corporation or completion of the proposed qualifying transactionwith PsyBio Therapeutics, Inc. (the "Qualifying Transaction") as more fully described in the management information circular in respect of the Meeting (the "Circular").
For Against
3. Stock Option PlanTo consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution ratifying and approving the Corporation's rolling stock option plan, asmore fully described in the Circular (the "Legacy Plan").
4. Fixing and Election of DirectorsConditional on and effective upon the completion of the Qualifying Transaction, to fix the number of directors of the Corporation at four (4) and elect the directors of the Corporation, as more
fully described in the Circular. For Withhold For Withhold For Withhold
01. Gerald Goldberg 02. Evan Levine 03. Noah Davis
04. Ross Carmel
For Withhold
5. Appointment of AuditorConditional on and effective upon the completion of the Qualifying Transaction, to appoint MNP LLP as auditor for the Corporation and authorize the Board to fix theauditor's remuneration.
For Against Fold
6. Continuance, Name Change, Consolidation, Reclassification of Common Shares and Creation of Multiple Voting SharesTo consider and, if thought advisable, pass, with or without variation, a special resolution the Continuance Resolution, the full text of which is set forth in the Circular allto be implemented in the event that all conditions to the Qualifying Transaction have been satisfied or waived.
7. New Stock Option PlanTo consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution, ratifying and approving a new stock option plan to take effect andreplace the Legacy Plan on closing of the Qualifying Transaction, substantially in the form attached as Schedule "E" to the Circular.
Authorized Signature(s) - This section must be completed for your Signature(s) Date
instructions to be executed.If you are voting on behalf of a corporation or another individual you may be required toprovide documentation evidencing your power to sign this VIF with signing capacity stated. MM / DD / YY
Interim Financial Statements – Mark this box if youwould like to receive Interim Financial Statements andaccompanying Management's Discussion and Analysisby mail. accompanying Management's Discussion and Analysis Annual Financial Statements – Mark this box if youwould like to receive the Annual Financial Statements and

If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

308297

LAQQ XXXX 999999999999

AR1