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Surge Copper Corp. Proxy Solicitation & Information Statement 2025

Aug 21, 2025

45134_rns_2025-08-20_ce232c52-8ecc-4ac2-a699-3c3c6c0e4821.pdf

Proxy Solicitation & Information Statement

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SURGE COPPER CORP
PO Box 10052, 888 - 700 West Georgia Street Tennessee, Tel: 377 524. P. 004-720-5464
Computershare
8th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual General Meeting to be held on September 25, 2025

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. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.
  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.

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Proxies submitted must be received by 10:00 am, PDT, on September 23, 2025.

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

To Vote Using the Telephone

  • Call the number listed BELOW from a touch tone telephone.
    1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

  • Go to the following web site: www.investorvote.com
  • Smartphone? Scan the QR code to vote now.

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To Receive Documents Electronically

  • You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.

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


+

Appointment of Proxyholder

I/We being holder(s) of securities of Surge Copper Corp. (the "Company") hereby appoint: Leif Nilsson, CEO, or failing this person, James Pettit, Director (the "Management Nominees")

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

For Against

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 Annual General Meeting of shareholders of the Company to be held at 888 - 700 West Georgia Street, Vancouver, BC V7Y 1G5 on September 25, 2025 at 10:00 am, PDT and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Number of Directors For Against
To set the number of directors at eight (8).
2. Election of Directors For Withhold For Withhold For Withhold
01. Leif Nilsson 02. Shane Ebert 03. Patrick Glazier
04. James Pettit 05. Christian Kargl-Simard 06. Richard Colterjohn
07. John Dorward 08. Paul West-Sells
For Withhold
3. Appointment of Auditors
To appoint DeVisser Gray LLP as auditors of the Company for the ensuing year and to authorize the directors of the Company to fix the auditors' remuneration.
For Against
4. Approval of Share Compensation Plan
To consider, and if thought fit, to pass, with or without variation, an ordinary resolution, in the form included in the Information Circular, approving the Company's share compensation plan (the "Share Compensation Plan").

Signature of Proxyholder

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. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.

Signature(s)

Date

DD/MM/YY

Signing Capacity

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

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

Information Circular - Mark this box if you would like to receive the Information Circular by mail for the next securityholders' meeting.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

B J L Q

377520

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