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Silo Wellness Inc. — Proxy Solicitation & Information Statement 2021
Jan 4, 2021
47760_rns_2021-01-04_cf74846f-18e4-4a7d-a7d0-c432dd0bc20d.pdf
Proxy Solicitation & Information Statement
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Yukoterre Resources Inc.
(the “Corporation”)
VOTING INSTRUCTION FORM (“VIF”)
Annual and Special Meeting Friday, January 29, 2021 at 11:00 a.m. EST 65 Queen Street West, Suite 900, Toronto, Ontario, M5H 2M5 (the “Meeting”)
RECORD DATE: December 29, 2020 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR VIF: Wednesday, January 27, 2021 at 11:00 a.m. EST
VOTING METHOD
| FILING DEADLINE FOR VIF: Wednesday, January 27, 2021 at 11:00 a.m. EST |
FILING DEADLINE FOR VIF: Wednesday, January 27, 2021 at 11:00 a.m. EST |
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| **VOTING METHOD ** | |
| INTERNET | Go towww.voteproxyonline.comand enter the 12 digit control numberabove |
| FACSIMILE | 416-595-9593 |
| TSX Trust Company 301 - 100 Adelaide Street West Toronto, Ontario,M5H 4H1 |
The undersigned hereby appoints Kenny Choi (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, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such 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 ABOVE THE BOXES
| 1. Election of Directors | FOR | FOR | WITHHOLD | WITHHOLD | WITHHOLD | WITHHOLD | WITHHOLD | WITHHOLD | 5. Share Consolidation | FOR | FOR | AGAINST | AGAINST | AGAINST | AGAINST | |||||||||||
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| a) Fred Leigh |
To consider, and if deemed advisable, to pass with or | |||||||||||||||||||||||||
| b) Maurice Colson c) Wilfred Yongbiao Ding |
without variation, a resolution to amend the Corporation's articles to consolidate the outstanding common shares of the Corporation (“Common Shares”) |
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| d) Mike Arnold e) Mo Yang |
without par value on the basis of one half (0.5) post- consolidation Common Share for every one (1) pre- consolidation Common Shares; as described in the |
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| 2. Appointment of Auditor Appointment ofMcGovern Hurley LLPas Auditor of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration. |
FOR | WITHHOLD | management information circular of the Corporation dated December 22, 2020. 6. Amalgamation and Spin Out To consider, and if deemed advisable, to pass with or |
FOR | AGAINST | |||||||||||||||||||||
| 3. Election of Directors An ordinary resolution approving the Directors of the Corporation, as set out below, if the reverse take over transaction between the Corporation, its wholly-owned subsidiaryand FlyOverture EquityInc. does not close. a) Maurice Colson b) Tito Gandhi |
FOR | WITHHOLD | without variation, a resolution to enter into the Amalgamation Agreement and consummate the transactions thereunder and to enter into the Yukoterre Spin-Out Purchase Agreement and to consummate the transactions thereunder, all as described in the management information circular of the Corporation dated December 22, 2020. **7. Name Change ** |
FOR | AGAINST | |||||||||||||||||||||
| c) AndyRompel |
To consider, and if deemed advisable, to pass with or | |||||||||||||||||||||||||
| 4. Stock Option Plan To consider, and if deemed advisable, to pass with or |
FOR | AGAINST | without variation, a resolution to amend the Corporation’s articles to change the name of the Corporation to “Silo Wellness Inc.” or such other name as the board of |
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| without variation, an ordinary resolution to confirm the current stock option plan of Yukoterre Resources Inc. (the |
directors may choose. | |||||||||||||||||||||||||
| “Corporation”), as described in the management | ||||||||||||||||||||||||||
| information circular of the Corporation dated December | ||||||||||||||||||||||||||
| 22, 2020. |
This VIF revokes and supersedes all earlier dated proxies and MUST BE SIGNED
PLEASE PRINT NAME
Signature of beneficial owner(s) Date (MM/DD/YYYY)
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Voting Instructions – Guidelines and Conditions
Appointing yourself or someone else to vote your
securities
The Corporation is providing you the enclosed proxy-related materials for their security holder Meeting. Your name, address and information about your security holdings have been obtained in accordance with applicable securities regulations from the intermediary holding them on your behalf (which is identified by name, code or identifier in the information on the top right corner on the reverse). The Voting Instruction Form (‘‘VIF’’) is to enable your vote to be submitted on the stated matters. Please complete, sign, date and return the VIF. Unless you appoint yourself or a delegate to attend the Meeting and vote, your securities can be voted only by Management Nominees in accordance with your instructions.
We are prohibited from voting these securities on any of the matters to be acted upon at the Meeting without your specific voting instructions.
If you want to attend the Meeting and vote in person at the Meeting or appoint another person to do so, write your name or the name of the person attending the Meeting in the space labeled “ Please print appointee name ” on the VIF and return it. 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. When you or your Appointee arrives at the Meeting, they should give their name to the scrutineers and state that they are a proxy appointee. The Appointee must attend the Meeting in order for your securities to be voted.
The completed VIF should be delivered to TSX Trust Company, in the envelope provided or by fax to 416-595-9593. Alternatively, if available, you may vote online at www.voteproxyonline.com. The matters to be voted on at the Meeting are set out on the reverse.
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.
THIS VOTING INSTRUCTION FORM MUST BE READ IN CONJUNCTION WITH THE MEETING MATERIAL. YOUR VOTING INSTRUCTIONS MUST BE RECEIVED NO LATER THAN THE DEADLINE SPECIFIED ON THE REVERSE IN THE UPPER LEFT SECTION OF THE VIF OR THE EQUIVALENT TIME BEFORE THE TIME AND DATE OF ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING.
Voting Instructions and Authority - Notes
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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 Recommendation 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.
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The appointment of the Management Nominees or another Appointee gives them discretion to vote on any other matters that may properly come before the Meeting.
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If internet voting is available, you can provide your voting instructions on the website noted on the reverse.
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To be valid, this VIF must be signed. Please date the VIF. If the VIF is not dated, it is deemed to bear the date of mailing to the security holders of the Corporation.
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This form does not convey any right to vote in person at the Meeting. We urge you to read the above instructions, and the Information Circular prior to completing, signing and returning the VIF so that your securities can be voted.
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Guidelines for proper execution of the proxy/VIF are available at www.stac.ca. Please refer to the Proxy Protocol.
For assistance, please contact TSX Trust Company.
| Mail: Telephone: Facsimile: Email: |
TSX Trust Company 301 - 100 Adelaide Street West Toronto, ON M5H 4H1 416-361-0930 416-595-9593 [email protected] |
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www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL
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