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Rokmaster Resources Corp. AGM Information 2023

Dec 15, 2023

46864_rns_2023-12-15_0db3275b-aff3-42ff-b2e0-3093aa7e5ccc.pdf

AGM Information

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ROKMASTER RESOURCES CORP.

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Security Class

Holder Account Number

Form of Proxy - 2023 Annual General and Special Meeting to be held on Friday, January 12, 2024

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

Notes to proxy

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

  2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

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

  4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

  5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

  6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

  7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

  8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 3:30 pm (Vancouver Time), on Wednesday, January 10, 2024.

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

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

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

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

  • Go to the following web site: www.investorvote.com

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  • Smartphone?

  • 1-866-732-VOTE (8683) Toll Free Scan the QR code to vote now.

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

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 appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

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

CONTROL NUMBER

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Appointment of Proxyholder

I/We being holder(s) of securities of Rokmaster Resources Corp. (the OR Print the name of the person you are “Company”) hereby appoint: John Mirko, President, Chief Executive Officer appointing if this person is someone and a director, or failing this person, Dennis Cojuco, Chief Financial Officer other than the Management and Corporate Secretary (in either case, a "Management Nominee") Nominees listed herein.

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as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the 2023 Annual General and Special Meeting of shareholders of the Company to be held at Suite 615 – 625 Howe Street, Vancouver, British Columbia, Canada V6C 2T6 on Friday, January 12, 2024 at 3:30 pm (Vancouver Time), and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

ppointment of Proxyholder ppointment of Proxyholder
e being holder(s) of securities of Rokmaster Resources Corp. (the**ompany”) hereby appoint:**John Mirko, President, Chief Executive Officer ORPrint the name of the person you areappointing if this person is someone
a director, or failing this person, Dennis Cojuco, Chief Financial Officerd Corporate Secretary (in either case, a "Management Nominee")other than the ManagementNominees listed herein.
my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have beenen, as the proxyholder sees fit) and on all other matters that may properly come before the2023Annual General and Special Meeting of shareholders of the Company to be held at Suite5 – 625 Howe Street, Vancouver, British Columbia, Canada V6C 2T6 on Friday, January 12, 2024 at 3:30 pm (Vancouver Time), and at any adjournment or postponement thereof.TING RECOMMENDATIONS ARE INDICATED BYHIGHLIGHTED TEXT OVER THE BOXES.
1. To2. 013. Re4. Topa5. ToacCocapa6. ToCir7. ToSi Number of Directorsset the number of Directors at three (3).ForAgain -------Fold-------Foldstoldoldstststst
Election of DirectorsForWithholdForWithholdForWithh
. Michael Cowin02. John Mirko03. Adam PankratzAppointment of Auditors-appointment of DeVisser Gray LLP as Auditors of the Company for the ensuing year and authorizing the directors to fix their remuneration.ForWithhApproval of the RKR Amended Option Planconsider, and if thought fit, pass an ordinary resolution approving the Company’s amended rolling 10% incentive stock option plan, as morerticularly described in the accompanying management information circular (“Information Circular”).ForAgainArrangement Resolutionconsider and, if thought fit, to pass a special resolution (the “Arrangement Resolution”), the full text of which is attached as Schedule “A” to thecompanying Information Circular, approving an arrangement (the “Arrangement”) under Section 288 of the_Business Corporations Act_(Britishlumbia) between the Company and 4Metals Exploration Ltd. (“4ME”), which involves, among other things, a reorganization of the business andpital of the Company and the distribution of common shares of 4ME held by the Company to the shareholders of the Company, as morerticularly described in the accompanying Information Circular.ForAgain ForAgain
4ME Stock Option Plan
consider and, if thought fit, to approve and ratify a stock option plan for 4ME, as more particularly described in the accompanying Informationcular.Other Businesstransact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.ForAgaingnature of ProxyholderSignature(s)Date
e authorize you to act in accordance with my/our instructions set out above. I/We herebyoke any proxy previously given with respect to the Meeting.If no voting instructions areicated above, and the proxy appoints the Management Nominees, this Proxy will beted as recommended by Management.

Signature of Proxyholder

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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, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

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