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TOWER RESOURCES PLC Proxy Solicitation & Information Statement 2014

May 16, 2014

7980_iss_2014-05-16_83a9e022-5179-4c41-b15e-0cd81dd1eae3.pdf

Proxy Solicitation & Information Statement

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WENTWORTH RESOURCES LIMITED

FORM OF PROXY

THIS FORM OF PROXY IS SOLICITED BY MANAGEMENT AND WILL BE USED AT THE ANNUAL MEETING OF THE HOLDERS OF COMMON SHARES OF WENTWORTH RESOURCES LIMITED TO BE HELD ON TUESDAY, JUNE 10, 2014, at 10:00 a.m. (BST).

The undersigned holder (the "Shareholder") of common shares (the "Common Shares") of Wentworth Resources Limited (the "Corporation"), hereby appoints Robert McBean, Chairman of the board of directors of the Corporation, of Dubai, United Arab Emirates, or failing him, Geoffrey Bury, Managing Director of the Corporation, of Calgary, Alberta, Canada, or instead of either of them, __________________________________ of __________________________________, as proxyholder, to attend, act and vote in respect of all common shares held by the undersigned at the annual meeting of the shareholders to be held at Instintif Partners, 65 Gresham Street, London, EC2V 7NQ, United Kingdom on Tuesday, June 10, 2014, at 10:00 a.m. (BST) and at any adjournment(s) thereof (the "Meeting"), and at any poll(s) which may take place in consequence thereof, with the same powers that the undersigned would have if the undersigned were present at the Meeting, and without limiting the foregoing, the said proxy is hereby instructed to vote at the Meeting as follows:

    1. Electing the nominees specified in the information circular of the Corporation dated May 12, 2014 (the "Information Circular"), as directors for the ensuing year. ) ) ) ) FOR WITHHOLD 2. Appointing KPMG LLP, Chartered Accountants, as the auditors of the Corporation for the ensuing year at a remuneration to be fixed by the directors. ) ) ) ) FOR WITHHOLD
    1. On any other business which may properly come before the Meeting, or any adjournment(s) thereof, the proxy is authorized to act or vote as he or she in his or her discretion may determine.

Unless otherwise indicated, the persons named above, if appointed as proxyholder, will vote all Common Shares represented at the Meeting by properly executed proxies "FOR" each of the above matters. If any amendments or variations to matters identified in the Notice of Annual Meeting are proposed at the Meeting, or if any other business properly comes before the Meeting, discretionary authority is hereby conferred with respect thereto.

The undersigned hereby revokes any proxy previously given for the Meeting referred to herein.

DATED this _____ day of ___________________, 2014.

Name of Shareholder (Please Print)

Signature of Shareholder

Number of Common Shares represented by this proxy

This proxy form is not valid unless it is signed.

(See important Information and Instructions on reverse)

INSTRUCTIONS FOR COMPLETION OF PROXY

    1. Robert McBean is a director and officer and Geoffrey Bury is an officer of the Corporation. A Shareholder has the right to appoint a person, who need not be a Shareholder, other than those named above to represent him or her at the Meeting. A Shareholder may exercise this right by inserting the name of such other person in the blank space provided and striking out the other names, or may complete another appropriate proxy and, in either case, should deliver the completed proxy as set forth below.
    1. If you are unable to be personally present at the Meeting and in order for this proxy to be valid, kindly complete, sign and return this proxy to VPS Registrar, Nordea Bank Norge ASA, Securities Services – Issuer Services, P.O. Box 1166 Sentrum, N–0107, Oslo, Norway, to vote their Common Shares no later than 10:00 a.m. (BST) / 11:00 a.m. (CEST) on 4 June 2014, or at least 96 hours (excluding Saturdays, Sundays and holidays in Norway and/or Alberta) prior to any reconvened Meeting in the event of an adjournment of the Meeting. The VPS Registrar will then vote or abstain from voting on your behalf at the Meeting, as instructed in the VPS Form of Proxy. VPS Proxy Forms may also be submitted prior to the above deadline by email to [email protected] or by fax to +47 22486349.
    1. This proxy should be dated and must be signed by the Shareholder or the Shareholder's attorney, duly authorized in writing. If the Shareholder is a body corporate, this form of proxy must be executed under its corporate seal or executed by a director, officer or attorney thereof duly authorized. A person signing as attorney, executor, administrator, trustee, or in any other representative capacity, should indicate his or her status as representative and attach evidence of his or her authority and qualification to act. If this form of proxy is not dated in the above space, it will be deemed to bear the date on which it was mailed to the Shareholder.