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Trigon Metals Inc. — Proxy Solicitation & Information Statement 2024
Mar 15, 2024
44704_rns_2024-03-14_39d11b18-ccb3-462a-ac5a-174ae9f22c24.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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Voting Instructions – Guidelines and Conditions
The Corporation is providing you the enclosed proxy-related materials for their security holder Meeting. Your name, address and information about your security holdings have been obtained in accordance with applicable securities regulations from the intermediary holding them on your behalf (which is identified by name, code or identifier in the information on the top right corner on the reverse). The Voting Instruction Form (‘‘VIF’’) is to enable your vote to be submitted on the stated matters. Please complete, sign, date and return the VIF. Unless you appoint yourself or a delegate to attend the Meeting and vote, your securities can be voted only by Management Nominees in accordance with your instructions.
We are prohibited from voting these securities on any of the matters to be acted upon at the Meeting without your specific voting instructions.
By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.
THIS VOTING INSTRUCTION FORM MUST BE READ IN CONJUNCTION WITH THE MEETING MATERIAL. YOUR VOTING INSTRUCTIONS MUST BE RECEIVED NO LATER THAN THE FILING DEADLINE NOTED ON THE REVERSE OF THE VIF OR THE EQUIVALENT TIME BEFORE THE TIME AND DATE OF ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING.
Voting Instructions and Authority - Notes
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THIS VOTING INSTRUCTION FORM IS SOLICITED BY THE CORPORATION.
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If you appoint the Nominees indicated on the reverse to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendation 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.
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The appointment of the Nominees or another Appointee gives them discretion to vote on any other matters that may properly come before the Meeting.
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If internet voting is available, you can provide your voting instructions on the website (see “Internet” section under “Voting Method”).
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To be valid, this VIF must be signed. Please date the VIF. If the VIF is not dated, it is deemed to bear the date of mailing to the security holders of the Corporation.
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This form does not convey any right to vote in person at the Meeting. We urge you to read the above instructions, and the Information Circular prior to completing, signing and returning the VIF so that your securities can be voted.
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Guidelines for proper execution of the proxy/VIF are available at www.stac.ca. Please refer to the Proxy Protocol.
VOTING METHOD INTERNET Go to www.voteproxyonline.com and enter the 12 digit control number above FACSIMILE 416-595-9593 MAIL or HAND DELIVERY TSX Trust Company 301 - 100 Adelaide Street West Toronto, Ontario, M5H 4H1 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]
VOTING INSTRUCTION FORM (“VIF”)
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 |
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| b) Larisa Sprott |
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| c) Daye Kaba |
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| d) David Shaw |
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| e) Gabriel Ollivier |
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| f) Mohammed Benharref |
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| g) Grant Sboros |
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| 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. |
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| 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. |
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| 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 VIF revokes and supersedes all earlier dated proxies and MUST BE SIGNED
PLEASE PRINT NAME
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Signature of beneficial owner(s) Date (MM/DD/YYYY) 031424_v1