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REGULUS RESOURCES INC. Proxy Solicitation & Information Statement 2024

Feb 15, 2024

47240_rns_2024-02-15_a465604f-8ed4-4618-ab20-05ef17e158a4.pdf

Proxy Solicitation & Information Statement

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REGULUS RESOURCES INC.

(the “ Corporation ”)

FORM OF PROXY

Annual General Meeting to be held on March 20, 2024 at 11:30 a.m. (Mountain Time) Dentons Canada LLP, 15th Floor, Bankers Court, 850 – 2nd Street S.W., Calgary, Alberta (the “ Meeting ”) Proxies must be received by 11:30 am (MDT) on March 18, 2024

VOTING METHOD


(the “Meeting”)
Proxies must be received by11:30 am(MDT) onMarch 18, 2024

(the “Meeting”)
Proxies must be received by11:30 am(MDT) onMarch 18, 2024
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 Mark Wayne, Chief Financial Officer of the Corporation, or failing him, Jack Schroder, Corporate Counsel of the Corporation (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

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BYHIGHLIGHTEDTEXT RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BYHIGHLIGHTEDTEXT
1. Number of Directors
FOR
AGAINST
To set the number of directors to be elected at the Meeting at six (6).


2. Election of Directors
FOR
WITHHOLD
a)
John E. Black


b)
Fernando Pickmann


c)
Mark Wayne


d)
Michael McClelland


e)
John M. Leask


f)
Anna Tudela


g)
Adam Burley


3. Appointment of Auditors
FOR
WITHHOLD
Appointment of Davidson & Company LLP as Auditors of the Corporation for the ensuing year and authorizing the
Directors to fix their remuneration


4. Option Plan Approval
FOR
AGAINST
To pass an ordinary resolution, the full text of which is set forth in the Information Circular, approving Regulus' existing
share option plan, which provides that the maximum number of Common Shares that may be issued upon the exercise
of options granted pursuant to the share option plan is equal to a maximum of 10% of Regulus' issued and outstanding
Common Shares, all as more particularly described in the information Circular.


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

PLEASE PRINT NAME
Signature of registered owner(s)
Date (MM/DD/YYYY)
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 Corporation 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.

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

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Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.

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 Corporation.

  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 Corporation.

  5. To be valid, this proxy must be filed using one of the Voting Methods and must be received by Olympia Trust Corporation 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.