Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Ramp Metals Inc. Proxy Solicitation & Information Statement 2023

Sep 26, 2023

48024_rns_2023-09-25_f1389d86-a002-4a66-ad7f-d716285246f2.PDF

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

------Fold

------Fold

ANACOTT ACQUISITION CORPORATION

==> picture [106 x 59] intentionally omitted <==

Security Class

Holder Account Number

Voting Instruction Form ("VIF") - Annual General and Special Meeting to be held on October 20, 2023

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.

  2. 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.

  3. 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.

  4. 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.

  5. If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed by management to you.

  6. 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, and the VIF appoints the Management Nominees, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

  7. Unless prohibited by law, 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.

  8. 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.

  9. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

  10. This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.

VIFs submitted must be received by 11:00 a.m. Central Time on Wednesday, October 18, 2023.

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

==> picture [180 x 38] intentionally omitted <==

----- Start of picture text -----

To Vote Using the Telephone
----- End of picture text -----

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

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

==> picture [180 x 38] intentionally omitted <==

----- Start of picture text -----

To Vote Using the Internet
----- End of picture text -----

  • Go to the following web site:

==> picture [43 x 43] intentionally omitted <==

  • www.investorvote.com

  • Smartphone? Scan the QR code to vote now.

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

==> picture [15 x 15] intentionally omitted <==

==> picture [15 x 15] intentionally omitted <==

Appointee(s)

I/We being holder(s) of securities of Anacott Acquisition OR If you wish to attend in person or appoint Corporation (the “Company”) hereby appoint: Michael Romanik, someone else to attend on your behalf, Chief Executive Officer or, failing this person, Glen Wallace, Director (the print your name or the name of your "Management Nominees") appointee in this space (see Note #3 on reverse).

==> picture [148 x 30] intentionally omitted <==

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 on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company to be held at the offices of MLT Aikins LLP, 30th Floor, 360 Main Street, Winnipeg, Manitoba, R3C 4G1 on Friday, October 20, 2023 at 11:00 a.m. Central Time and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against
1.Number of Directors
To set the number of Directors at four (4).
2.Election of Directors
For
Against
For Against For Against -------
Fold
01. Michael Romanik
02. Joseph Jerome Smulders
03. Glen Wallace
04. Patrick Mohan
For Withhold
3.Appointment of Auditors
Appointment of Scarrow & Donald, LLP, Chartered Professional Accountants as Auditors of the Company for the ensuing year and authorizing the
Directors to fix their remuneration.
4.Re-approval of Stock Option Plan For Against
To pass, with or without variation, an ordinary resolution to re-approve the second amended and restated stock option plan of the Company dated
June 29, 2022, as more particularly described in the accompanying information circular.
5.Consolidation For Against
To pass, with or without variation, a special resolution of the Company, as more particularly described in the accompanying information circular,
authorizing the directors of the Company to effect a consolidation (the “Consolidation”) of the common shares of the Company (“Shares”) on the
basis of 1.7603584 pre-Consolidation Shares for one (1) post-Consolidation common Share and to further authorize the board of directors of the
Company (the “Board”) to determine when and if to effect any such Consolidation. -------
For Against Fold

6. Name Change

To pass, with or without variation, a special resolution as more particularly described in the accompanying information circular, authorizing and approving a change of the Company's name (the “Name Change”) to “Ramp Metals Inc.” or to such other name as the Board may determine and to further authorize the Board to determine when and if to effect any such Name Change.

==> picture [15 x 15] intentionally omitted <==

==> picture [15 x 15] intentionally omitted <==

Authorized Signature(s) – This section must be completed for your Signature(s)
instructions to be executed.
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby
revoke any VIF previously given with respect to the Meeting.If no voting instructions are
indicated above, and the VIF appoints the Management Nominees, this VIF will be voted
as recommended by Management.

Date

==> picture [94 x 20] intentionally omitted <==

Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would like to receive Interim Financial Statements and like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by mail. mail.

==> picture [15 x 15] intentionally omitted <==

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.

==> picture [15 x 15] intentionally omitted <==

==> picture [15 x 15] intentionally omitted <==

N K Q Q

3 5 7 5 8 1

A R 1