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Touchstone Exploration Inc. — Proxy Solicitation & Information Statement 2021
May 10, 2021
10573_rns_2021-05-10_f9e44e58-9ca3-4997-a745-89ffb5d958e9.pdf
Proxy Solicitation & Information Statement
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Touchstone Exploration Inc.
Form of Proxy – Annual Meeting to be held on Wednesday, June 9, 2021
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Stock Exchange Tower 1230, 300 5[th] Ave SW Calgary, AB T2P 3C4
Appointment of Proxyholder
I/We being the undersigned holder(s) of Touchstone Exploration Inc. (the "Company") hereby appoint(s): Paul R. Baay, President and Chief Executive Officer of the Company or failing this person, Scott Budau, Chief Financial Officer of the Company
OR
Print the name of the person you are 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 holder 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 Meeting of Touchstone Exploration Inc. to be held virtually at https://web.lumiagm.com/250272848 at 10:00 a.m. (Mountain time) on June 9, 2021 (the "Meeting") or at any adjournment or postponement thereof.
| For | Against | ||
|---|---|---|---|
| 1. | **Number of Directors.**To fix the number of directors to be elected at the Meeting at eight (8). | ||
| 2. | Election of Directors.ForWithholdForWithhold | For | Withhold |
| a. | Paul R. Baay b.Kenneth R. McKinnon c.Peter Nicol | ||
| d. | Beverley Smith e.Stanley T. Smith f.Thomas E. Valentine | ||
| g. | Dr. Harrie Vredenburg h.John D. Wright | ||
| 3. | **Appointment of Auditors.**To appoint Ernst & Young LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing yearFor | Withhold | |
| at such remuneration as may be determined by the board of directors of the Company. | |||
| 4. | **Approval of Unallocated Stock Options.**To approve, with or without variation, an ordinary resolution approving all unallocated options underFor | Against | |
| the stock option plan of the Company, as described in the Company's Management Information Circular dated April 29, 2021. | |||
| 5. | **Confirmation of Shareholder Rights Plan and Approval of Amended and Restated Shareholder Rights Plan Agreement.**To approve, withor without variation, an ordinary resolution confirming the continuation of the shareholder rights plan of the Company and approving the amendmentFor | Against | |
| and restatement of the shareholder rights plan agreement of the Company, as described in the Company's Management Information Circular |
5. Confirmation of Shareholder Rights Plan and Approval of Amended and Restated Shareholder Rights Plan Agreement. To approve, with or without variation, an ordinary resolution confirming the continuation of the shareholder rights plan of the Company and approving the amendment and restatement of the shareholder rights plan agreement of the Company, as described in the Company's Management Information Circular dated April 29, 2021.
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.
| Signature(s): | Date | ||
|---|---|---|---|
| / | / |
MM / DD / YY
Interim Financial Statements – Check the box to the right if you would like to RECEIVE Interim Financial Statements and accompanying Management's Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.
Annual Financial Statements – Check the box to the right if you would like to RECEIVE Annual Financial Statements and accompanying Management's Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.
This form of proxy is solicited by and on behalf of Management.
Proxies must be received by 10:00 a.m. (Mountain time), on June 7, 2021.
Notes to Proxy
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Each holder has the right to appoint a person, who need not be a holder, to attend and represent them at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.
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If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.), then all of the registered owners must sign this proxy in the space provided on the reverse. 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.
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This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
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If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
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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.
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The securities represented by this proxy will be voted or withheld from voting, 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.
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This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting or any adjournment or postponement thereof, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the Meeting is routine and whether or not the amendment, variation or other matter that comes before the Meeting is contested.
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This proxy should be read in conjunction with the accompanying documentation provided by Management.
INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:
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To Vote Your Proxy Online please visit:
https://login.odysseytrust.com/pxlogin and click on VOTE. You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this proxy.
To Virtually Attend the Meeting:
Shareholder Address and Control Number Here
You can attend the Meeting virtually by visiting https://web.lumiagm.com and entering the Meeting ID 250-272-848. For further information on the virtual Meeting and how to attend it, please view the Company's Management Information Circular dated April 29, 2021.
To request the receipt of future documents via email and/or to sign up for securityholder online services, you may contact Odyssey Trust Company at www.odysseycontact.com.
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. A return envelope has been enclosed for voting by mail.