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Tuktu Resources Ltd. Proxy Solicitation & Information Statement 2022

Sep 26, 2022

44385_rns_2022-09-26_7f730891-b7ad-4bac-832f-c9e601cd51bc.pdf

Proxy Solicitation & Information Statement

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JASPER MINING CORPORATION

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual and Special Meeting to be held on October 19, 2022

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

  1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

  2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. 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.

  3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

  4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

5. 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, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

  1. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

  2. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

  3. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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Proxies submitted must be received by 10:00 am (Calgary time) on October 17, 2022.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Vote Using the Telephone

  • Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

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To Vote Using the Internet

  • Go to the following web site:

www.investorvote.com

  • Smartphone? Scan the QR code to vote now.

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To Receive Documents Electronically

  • You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

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. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

01UTQC

Appointment of Proxyholder

I/We being holder(s) of securities of Jasper Mining Corporation (the “Corporation”) hereby appoint: Tim de Freitas, the Corporation’s President and Chief Executive Officer, or failing this person, Mark Smith, the Corporation’s Vice President, Finance and Chief Financial Officer (the

Print the name of the person you are appointing if this person is someone OR other than the Management Nominees listed herein.

Management Nominees ”)

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 on all other matters that may properly come before the Annual and Special Meeting (the “ Meeting ”) of holders of common shares of the Corporation to be held at the offices of Burnet, Duckworth & Palmer LLP, 2400, 525 - 8th Avenue SW, Calgary, Alberta, on October 19, 2022 at 10:00 am (Calgary time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against
1. Number of Directors
To fx the number of directors to be elected at the Meeting at fve (5).
2. Election of Directors For Withhold For Withhold For Withhold
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01. Robert Dales 02. Gordon F. Dixon, K.C. 03. Tim de Freitas
04. William Guinan 05. Natalie Sweet
For Withhold
3. Appointment of Auditors
Appointment of Crowe Mackay LLP Chartered Professional Accountants, as the auditors of the Corporation for the ensuing
Corporation to fx their remuneration.
year and authorizing the directors of the
For Against

4. Amended and Restated Option Plan

Approval of an ordinary resolution ratifying and approving the Corporation’s amended and restated option plan (the “ Amended and Restated Option Plan ”), as more particularly described in the management information circular of the Corporation dated September 14, 2022 (the “ Information Circular ”).

5. Ratification of Option Grant to New Management Team

Approval of an ordinary resolution ratifying and approving the grant of an aggregate of 5,050,000 options to purchase common shares (“ Options ”) to certain directors and officers under the Amended and Restated Option Plan, as more particularly described in the Information Circular.

6. Ratification of Option Grant to a Director

Approval of an ordinary resolution ratifying and approving the grant of an aggregate of 80,094 Options to a director of the Corporation, which Options represent the number of Options granted to such director that exceeded the individual grant limits pursuant to Policy 4.4 of the TSX Venture Exchange Corporate Finance Manual, as more particularly described in the Information Circular. 7. New By-laws Approval of an ordinary resolution to repeal the by-laws of the Corporation, and adopt a new form of by-laws of the Corporation as more particularly described in the Information Circular.

8. Name Change

Approval of a special resolution to approve an amendment to the articles of the Corporation to change the name of the Corporation to “Tuktu Resources Ltd.”, as more particularly described in the Information Circular.

9. Amendment of Articles

Approval of a special resolution to approve an amendment to the articles of the Corporation to allow for the appointment between annual general meetings of up to 1/3 of the number of directors who held office at the expiration of the last annual meeting, as more particularly described in the Information Circular.

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Signature of Proxyholder

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, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

Signature(s) Date MM / DD / YY

Interim Financial Statements – Mark this box if you Annual Financial Statements – Mark this box if would like to receive Interim Financial Statements and you would NOT like to receive the Annual Financial accompanying Management’s Discussion and Analysis Statements and accompanying Management’s Discussion by mail. and Analysis by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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