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Silo Wellness Inc. — Proxy Solicitation & Information Statement 2021
Jan 6, 2021
47760_rns_2021-01-06_e829dca1-ad6d-44d5-8b93-3c23e843feae.pdf
Proxy Solicitation & Information Statement
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Yukoterre Resources Inc.
(the “Corporation”)
FORM OF PROXY (“PROXY”)
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 PROXY: Wednesday, January 27, 2021 at 11:00 a.m. EST
| **VOTING METHOD ** | **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 | FOR | FOR | FOR | FOR | WITHHOLD | WITHHOLD | WITHHOLD | WITHHOLD | WITHHOLD | WITHHOLD | 5. Share Consolidation | FOR | FOR | FOR | FOR | FOR | FOR | AGAINST | AGAINST | AGAINST | AGAINST | AGAINST | AGAINST | |
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| a) Fred Leigh |
To consider, and if deemed advisable, to pass with or |
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| b) Maurice Colson |
without variation, a resolution to amend the Corporation's articles to consolidate the outstanding common shares of the Corporation (“Common Shares”) 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 management information circular of the Corporation dated December 22 2020 |
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| c) Wilfred Yongbiao Ding |
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| d) Mike Arnold |
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| e) Mo Yang |
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| 2. Appointment of Auditor | FOR | WITHHOLD | ||||||||||||||||||||||||
| Appointment ofMcGovern Hurley LLPas Auditor of the |
, . 6. Amalgamation and Spin Out |
FOR | AGAINST | |||||||||||||||||||||||
| Corporation for the ensuing year and authorizing the Directors to fix their remuneration. |
To consider, and if deemed advisable, to pass with or | |||||||||||||||||||||||||
| 3. Election of Directors | FOR | 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. |
FOR AGAINST |
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| 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. |
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| a) Maurice Colson |
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| b) Fred Leigh |
, **7. Name Change ** |
FOR | ||||||||||||||||||||||||
| c) AndyRompel |
To consider, and if deemed advisable, to pass with or 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 directors may choose. |
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| 4. Stock Option Plan | FOR | AGAINST | ||||||||||||||||||||||||
| To consider, and if deemed advisable, to pass with or | ||||||||||||||||||||||||||
| without variation, an ordinary resolution to confirm the current stock option plan of Yukoterre Resources Inc. (the “Corporation”), as described in the management information circular of the Corporation dated December 22, 2020. |
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This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED
PLEASE PRINT NAME
Signature of registered owner(s) Date (MM/DD/YYYY)
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Proxy Voting – Guidelines and Conditions
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THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.
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THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
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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 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.
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This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.
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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.
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To be valid, this proxy must be signed. Please date 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.
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To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies , 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. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.
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If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.
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Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.
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