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Universal Ibogaine Inc. Proxy Solicitation & Information Statement 2022

Sep 12, 2022

47424_rns_2022-09-12_87bcf784-9cb8-447a-81fb-6d3b3ed02a1e.pdf

Proxy Solicitation & Information Statement

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UNIVERSAL IBOGAINE INC.

Form of Proxy – Annual Meeting to be held on October 3, 2022

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Stock Exchange Tower 1230, 300 5[th] Ave SW Calgary, AB T2P 3C4

Appointment of Proxyholder Print the name of the person you are appointing if this person I/We being the undersigned holder(s) common shares of Universal Ibogaine Inc. (the is someone other than the Management Nominees listed herein:Corporation ”) hereby appoint Nick Karos, CEO, or failing this person, Greg Leavens, CFO OR

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 General and Special Meeting of Universal Ibogaine Inc. to be held at the offices of the Corporation’s legal counsel , O’Neill Law LLP, Suite 704, 595 Howe Street, Vancouver, B.C. at 2:00 p.m. (Vancouver / Pacific time) on October 3, 2022 or at any adjournment thereof.

1. Election of Directors.
ForWithhold
ForWithhold
For Withhold
a.
Ian Campbell

b.
Anthony DeCristofaro

c.
Alberto Sola Agullo
d.
Robert Turner

e.Nicholas Karos
2. Appointment of Auditors.To re-appoint Deloitte LLP as the auditors of the Corporation for the ensuing year and to authorize the Board to fix
For
Withhold
the remuneration to be paid to the auditors.
3. 2021 Stock Option Plan.To consider, and if deemed advisable, approve the ordinary resolution, as more particularly set forth in the
For
Against
accompanying Circular prepared for the purpose of the Meeting, relating to ratifying, confirming and approving the Corporation’s 2021 Stock
Option Plan.
4. 2022 Equity Incentive Compensation Plan and 2022 Stock Option Plan.To pass, with or without modification, an ordin ary resolution of
For
Against

4. 2022 Equity Incentive Compensation Plan and 2022 Stock Option Plan. To pass, with or without modification, an ordinary resolution of shareholders relating to the approval of the Corporation's 2022 Equity Incentive Compensation Plan and the approval of the Corporation’s 2022 Stock Option Plan, as more particularly set forth in the accompanying Circular prepared for the purpose of the meeting.

Signature(s):

Date

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.

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 & 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 DECLINE to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.

This form of proxy is solicited by and on behalf of Management of Universal Ibogaine Inc.

Proxies must be received by 2:00 p.m., Vancouver / Pacific time, on September 29, 2022.

Notes to Proxy

  1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Annual General and Special 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.

  2. 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.

  3. This proxy should be signed in the exact manner as the name appears on the proxy.

  4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

  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, this proxy will be voted as recommended by Management.

  6. 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.

  7. 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.

  8. 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:

To Vote Your Proxy Online please visit:

https://login.odysseytrust.com/pxlogin and click on

. You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this proxy.

Shareholder Address and Control Number Here

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.