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Trigon Metals Inc. Proxy Solicitation & Information Statement 2024

Mar 15, 2024

44704_rns_2024-03-14_ac2fe681-e09f-4f8e-bc81-57fd42a3030a.PDF

Proxy Solicitation & Information Statement

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TRIGON METALS INC. (the “ Corporation ”)

Annual and Special Meeting April 9, 2024 at 10:00 AM (Canada/Eastern Standard) Miller Thomson LLP, 40 King Street W., Ste 5800, Toronto ON (the “ Meeting ”)

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Electronic Delivery

If you are a registered securityholder and wish to enroll for electronic delivery for future issuer communications including meeting related materials, financial statements, DRS, etc., where applicable, you may do so: After you vote online at www.voteproxyonline.com using your control number.

Through TSX Trust’s online portal, Investor Insite. You may log in or enroll at https://www.tsxtrust.com/investor-login

For details go to www.tsxtrust.com/consent-to-electronic-delivery

Proxy Voting – Guidelines and Conditions

  1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.

  2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

  3. If you appoint the Nominees indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the 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.

  4. 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.

  5. Each 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.

  6. 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.

  7. 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 Proxy , 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.

  8. If the holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

VOTING METHOD
INTERNET Go towww.voteproxyonline.comand
enter the 12 digit control number above
FACSIMILE
MAIL or HAND DELIVERY
416-595-9593
TSX Trust Company
301 - 100 Adelaide Street West
Toronto, Ontario,M5H 4H1

Investor inSite

TSX Trust Company offers at no cost to 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 holder forms and Frequently Asked Questions.

  • To register, please visit: https://www.tsxtrust.com/t/investor hub/forms/investor-insite-registration and complete the registration form.

For assistance, please contact TSX TRUST INVESTOR SERVICES. Mail: 301 - 100 Adelaide Street West Toronto, ON, M5H 4H1 Tel: 1-866-600-5869

Web : https://www.tsxtrust.com/t/investor - hub/forms/investor - insite - registration Email: [email protected]

FORM OF PROXY (“PROXY”)

TRIGON METALS INC. ( the “Corporation”)

Annual and Special Meeting

April 9, 2024 at 10:00 AM (Canada/Eastern Standard) Miller Thomson LLP, 40 King Street W., Ste 5800, Toronto ON

CONTROL NUMBER:

SECURITY CLASS: Common Shares RECORD DATE: March 4, 2024 FILING DEADLINE FOR PROXY: April 5, 2024 at 10:00 AM (Canada/Eastern Standard)

APPOINTEES

The undersigned hereby appoints Jed Richardson, Chief Executive Officer or instead of him, 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,

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Election of Directors 1. Election of Directors FOR FOR FOR FOR FOR FOR WITHHOLD WITHHOLD WITHHOLD WITHHOLD WITHHOLD WITHHOLD
a)
Jed Richardson
b)
Larisa Sprott
c)
Daye Kaba
d)
David Shaw
e)
Gabriel Ollivier
f)
Mohammed Benharref
g)
Grant Sboros
2. Appointment of Auditor FOR WITHHOLD
Appointment of McGovern Hurley LLP as Auditor of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.
3. Stock Option Plan FOR AGAINST
Consider and, if acceptable, re-approve the Corporation's 10% rolling stock option plan, as more fully described in the accompanying
management information circular dated March 11, 2024.
4. Share Consolidation FOR AGAINST
Consider and, if acceptable, pass, with or without variation a special resolution allowing the Directors of the Corporation to consolidate the issued and
outstanding common shares on the basis of one post-consolidation common share for each five pre-consolidation common shares.
5. Arrangement FOR AGAINST
Consider, pursuant to an Interim Order of the Ontario Superior Court of Justice (Commercial List) dated February 14, 2024, and, if deemed advisable, to
approve, with or without variation, a special resolution approving a statutory plan of arrangement pursuant to Section 192 of the_Canada Business_
_Corporations Act_involving the Corporation, shareholders of the Corporation and Safi Silver Corp., a wholly-owned subsidiary of the Corporation, as
more fully described in the accompanying management information circular dated March 11, 2024.
3. Stock Option Plan FOR AGAINST AGAINST AGAINST AGAINST
Consider and, if acceptable, re-approve the Corporation's 10% rolling stock option plan, as more fully described in the accompanying
management information circular dated March 11, 2024.
4. Share Consolidation FOR AGAINST
Consider and, if acceptable, pass, with or without variation a special resolution allowing the Directors of the Corporation to consolidate the issued and
outstanding common shares on the basis of one post-consolidation common share for each five pre-consolidation common shares.
5. Arrangement FOR AGAINST
Consider, pursuant to an Interim Order of the Ontario Superior Court of Justice (Commercial List) dated February 14, 2024, and, if deemed advisable, to
approve, with or without variation, a special resolution approving a statutory plan of arrangement pursuant to Section 192 of the_Canada Business_
_Corporations Act_involving the Corporation, shareholders of the Corporation and Safi Silver Corp., a wholly-owned subsidiary of the Corporation, as
more fully described in the accompanying management information circular dated March 11, 2024.

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)