AI assistant
Total Metals Corporation — Proxy Solicitation & Information Statement 2020
Feb 5, 2020
44200_rns_2020-02-05_bc1760ff-397a-483f-b84a-6338fcdb0f9a.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
BRIGADIER GOLD LIMITED
(the “Corporation”)
FORM OF PROXY (“PROXY”)
Special Meeting February 27, 2020 at 10:00 a.m. PST 300 Bellevue Centre, 235 - 15th Street, West Vancouver, BC, V7T 2X1 (the “Meeting”)
RECORD DATE: January 13, 2020 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: February 25, 2020 at 10:00 a.m. PST
VOTING METHOD
| FILING DEADLINE FOR PROXY: February 25, 2020 at 10:00 a.m. PST |
FILING DEADLINE FOR PROXY: February 25, 2020 at 10:00 a.m. PST |
|---|---|
| **VOTING METHOD ** | |
| INTERNET | Go towww.voteproxyonline.comand enter the 12 digit control numberabove |
| FACSIMILE | 416-595-9593 |
| MAIL or HAND DELIVERY | TSX Trust Company 301 - 100 Adelaide Street West Toronto, Ontario,M5H 4H1 |
The undersigned hereby appoints Ranjeet Sundher, Chief Executive Officer of the Corporation, whom failing Bev Funston or failing both of them Steve Vanry (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. Approval of the Omnibus Equity Incentive Plan | FOR | FOR | FOR | FOR | FOR | AGAINST | AGAINST | AGAINST | AGAINST | AGAINST | AGAINST |
|---|---|---|---|---|---|---|---|---|---|---|---|
| To consider and, if deemed advisable, pass a resolution approving the Omnibus Equity Incentive Plan of the Corporation, as more particularly described in the accompanying management information circular of the Corporation dated January 29, 2020 (the "Circular"). |
|||||||||||
| **2. Name Change ** | FOR | AGAINST | |||||||||
| To consider and, deemed advisable, to pass, with or without variation, a special resolution substantially in the form of the resolution set out in the Circular approving a change of the name of the Corporation from "Brigadier Gold Limited" to "Canrim Growth Group Inc." or such other name as may be selected by the Board of Directors of the Corporation, and an amendment to the Articles of the Corporation in connection therewith. |
|||||||||||
| 3. Consolidation Resolution | FOR | AGAINST | |||||||||
| To consider and, if deemed advisable, to approve, with or without variation, a special resolution, the full text of which is set forth in the Circular, to | |||||||||||
| approve a consolidation of the Corporation's common shares on the basis of one (1) post-consolidation common share for up to every one and one- half (1.5) pre-consolidation common shares outstanding. |
|||||||||||
| 4. Continuance of Corporation | FOR | AGAINST | |||||||||
| To consider, and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in the Circular, approving | |||||||||||
| the continuance of the Corporation from the Business Corporations Act (Ontario) to the Business Corporations Act (British Columbia) ("BCBCA") and the adoption of new articles under the BCBCA. |
|||||||||||
| 5. Approval of Voluntary Delisting | FOR | AGAINST | |||||||||
| To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution, substantially in the form of the resolution set out in the | |||||||||||
| Circular approving a voluntary delisting of the Corporation's common shares from the TSX Venture Exchange and a new listing of such common shares on the Canadian Securities Exchange. |
|||||||||||
| 6. Appointment of Auditors | FOR | WITHHOLD | |||||||||
| To appointDavidson & Company LLP, Chartered Accountants, as the auditor of the Corporation for the ensuing year and to authorize the directors to fix the auditor's remuneration. |
|||||||||||
| 7. Approval of Change of Business of the Corporation | FOR | AGAINST | |||||||||
| To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution, substantially in the form of the resolution set forth in | |||||||||||
| Circular, approving a change of business of the Corporation from a "mining company" to an "investment holding company" as more particularly described in the Circular. |
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)
==> picture [83 x 34] intentionally omitted <==
Proxy Voting – Guidelines and Conditions
-
THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.
-
THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.
Investor inSite
TSX Trust Company offers at no cost to security holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable security holder forms and Frequently Asked Questions.
To register, please visit www.tsxtrust.com/investorinsite
Click on, “ Register Online Now ” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.
www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL
012920_v1