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Tiny Ltd. Proxy Solicitation & Information Statement 2020

Nov 17, 2020

47831_rns_2020-11-16_02af2999-4553-4a42-9aaa-c537f904c24f.pdf

Proxy Solicitation & Information Statement

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BRACHIUM CAPITAL CORP.

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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 and Special Meeting to be held on December 8, 2020

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 persons 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 must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

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

  4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

  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, 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 and, if the holder has 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 or other matters that may properly come before the meeting or any adjournment or postponement thereof.

  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, (PST), on December 4, 2020.

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

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To Vote Using the Telephone

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

1-866-732-VOTE (8683) Toll Free

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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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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

01O1EA

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Appointment of Proxyholder

I/We being holder(s) of Brachium Capital Corp. hereby appoint(s): Bryant Pike, Print the name of the person you are or failing him, Greg Louis, or failing him, Kris Miks, OR appointing if this person is someone other than the Management Nominees listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of Brachium Capital Corp. (the “Corporation”) to be held at 1800 - 510 West Georgia Street, Vancouver, British Columbia, on December 8, 2020 at 10:00 am, and at any adjournment or postponement thereof (the “Meeting”).

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

VOTING RECOMMENDATIONS ARE INDICATED BYHI GHLIGHTED TEXT OVER THE BO XES. For Against
1. Number of Directors
To fx the number of directors of the Corporation to be elected at the Meeting at four (4).
2. Election of Directors(select one of the following options):
For
Withhold
For Withhold For Withhold
01. Bryant Pike 02. Craig Graham 03. Larry Nevsky
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04. Kris Miks
3. Number of Post-Qualifying Transaction Directors
Conditional on and effective upon the completion of the Qualifying Transaction (as such term is defned in the
“Circular”)), to set the number of directors at fve (5).
management information circular of the Corporation dated November 6, 2020 (the
For
Against
4. Election of Post-Qualifying Transaction Directors
Election of Post-Qualifying Transaction Directors
For
Withhold
For Withhold For Withhold
01. Chris Sparling 02. Andrew Wilkinson 03. Sara Elford
04. Tim McElvaine 05. Shane Parrish
For Withhold
5. Appointment of Auditors
Re-appointment of Dale Matheson Carr-Hilton LaBonte LLP as auditors of the Corporation for
the ensuing year and authorizing the directors to fx their remuneration.
6. Appointment of Post-Qualifying Transaction Auditors
Conditional on and effective upon the completion of the Qualifying Transaction, appointment of KPMG LLP as
fx their remuneration.
auditors of the Corporation and authorizing the directors to
For Withhold
Against
7. Ratifcation of Legacy Option Plan
To consider and, if deemed advisable, to approve an ordinary resolution in the form set forth in the Circular ratifying and approving the Corporation’s incentive stock option plan.
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8. Resulting Issuer Stock Option Plan
Conditional on and effective upon the completion of the Qualifying Transaction, to consider and, if deemed advisable, to approve an ordinary resolution in the form set forth in the
Circular ratifying and approving the Resulting Issuer Stock Option Plan (as defned in the Circular).
For Against
9. Consolidation of Common Shares
To consider and, if deemed advisable, to approve an ordinary resolution in the form set forth in the Circular authorizing the directors of the Corporation, in their sole discretion, to consolidate
all of the issued and outstanding class A common shares of the Corporation on the basis of up to thirty-seven (37) pre-consolidation class A common shares of the Corporation for one (1)
post-consolidation class A common share.
Signature(s) Date
Authorized Signature(s) - This section must be completed for your instructions to be
executed.
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, this
Proxy will be voted as recommended by Management.
MM / DD /YY
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.

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.

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