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TNR Gold Corp. AGM Information 2021

Aug 12, 2021

43573_rns_2021-08-11_d00633a7-6baa-4e5e-94f3-52f6aa596f2e.pdf

AGM Information

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TNR GOLD CORP.

Mr A Sample Designation (if any) Add1 Add2 add3 add4 add5 add6

000001

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class COMMON

Holder Account Number

C1234567890 IND

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Form of Proxy - Annual General and Special Meeting to be held on August 27, 2021

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.

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Proxies submitted must be received by 11:00 am, Pacific Time, on August 25, 2021.

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.

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 123456789012345

CPUQC01.E.INT/000001/i1234

01RE5A

MR SAM SAMPLE

XXX 123

C1234567890

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Appointment of Proxyholder

I/We being holder(s) of securities of TNR Gold Corp. (the Print the name of the person you are “Company”) hereby appoint: Kirill Klip, or failing this person, OR appointing if this person is someone John Davies (the “Management Nominees”) 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 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 and Special Meeting of shareholders of the Company to be held at Suite 400, 725 Granville Street, Vancouver, BC on August 27, 2021 at 11:00 am, Pacific Time, and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

2. Election of Directors
01. Kirill Klip
For
Withhold
02. John Davies
For
Withhold
03. Konstantin Klip
For
Withhold
3. Appointment of Auditors
Appointment of Manning Elliott LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fx their remuneration.
For
Withhold
For
4. Renew Stock Option Plan
To ratify, confrm and approve renewal of the Company’s 10% rolling stock option plan, as more particularly described in the accompanying Information Circular.
5. Ratifcation of Setting Number of Directors for 2019
To ratify the setting of the number of directors at four (4) for the 2019 fscal year.
6. Ratifcation of Election of Directors for 2019
To ratify the election of Kirill Klip, John Davies, Greg Johnson and Natalia Lobanova for the 2019 fscal year.
7. Ratifcation of Appointment of Auditor for 2019
To ratify, confrm and approve the appointment of Manning Elliott LLP, as the auditor of the Company for the fscal year ended December 31, 2019 and to authorize the
directors of the Company to fx the remuneration to be paid to the auditor for the fscal year ended December 31, 2019.
8. Ratifcation of Stock Option Plan for 2019
To ratify the Company’s Stock Option Plan for the fscal year ended December 31, 2019, as described in the accompanying Information Circular.
9. Ratifcation of Holding of 2019 AGM
To ratif the holdin of the annal eneral and secial meetin for 2019 on Ast 27 2021
Against
1. Number of Directors
To set the number of Directors at three (3).
For
Against
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To ratify the holding of the annual general and special meeting for 2019 on August 27, 2021.

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.
Signature(s)
MM /DD /YY
Date
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.

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.

X E T Q

A R 1

X X X X

3 2 2 4 4 9

999999999999

01RE6B