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Vertical Peak Holdings Inc. Proxy Solicitation & Information Statement 2023

Mar 21, 2023

45934_rns_2023-03-20_6228db4f-9434-49f9-9968-a795ac424bc7.pdf

Proxy Solicitation & Information Statement

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HIGH FUSION INC.

Form of Proxy – Annual and Special Meeting to be held on May 1, 2023

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Appointment of Proxyholder

I/We being the undersigned holder(s) of High Fusion Inc. hereby appoint Adam Szweras, Chairman or failing this person, John Durfy, CEO. OR

Print the name of the person you are appointing if this person is someone other than the Management Appointees listed herein:

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 and Special Meeting of shareholders of High Fusion Inc. (the " Corporation ") to be held at 2905-77 King Street West, Suite 2905, Toronto, ON M5K 1H1 at 10:00AM on May 1, 2023 or at any adjournment thereof.

For Against 1. Number of Directors. To set the number of directors to be elected at the Meeting to at 7 ( seven ). 2. Election of Directors. For Against For Against For Against a. Adam Szweras b. Bill Gillespie c. Billy Morrison d. Rachel Wright e. John Durfy f. Ross Mitgang g. Austin Birch

3. Appointment of Auditors. To appoint BF Borgers CPA PC as the auditor of the Corporation for the ensuing year and to authorize the directors to fix the auditor's remuneration.

4. Name Change. To pass a special resolution authorizing an amendment to the articles of the Corporation to change the name of High Fusion to "Vertical Peak Holdings Inc." or such other name as is acceptable to the Corporation.

5. Continuance. To pass a special resolution to authorize the continuation of the Corporation incorporated under the federal laws of Canada to a corporation continued under the laws of British Columbia, as more particularly set out in the management information circular.

6. Plan of Arrangement. To pass a special resolution to approve the plan of arrangement of the Corporation, as more particularly set out in the management information circular of the Corporation.

For Withhold For Against For Against For Against

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.

Signature(s): Date / / 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.

Proxies must be received by 10:00 AM, EST, on April 27, 2023.

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 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:

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To Vote Your Proxy Online please visit:

https://login.odysseytrust.com/pxlogin . You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this proxy.

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

Shareholder Address and Control Number Here

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.

VANCOUVER

United Kingdom Building 350 – 409 Granville Street Vancouver BC V6C 1T2

CALGARY

Stock Exchange Tower 1230 – 300 5th Avenue SW Calgary AB T2P 3C4

TORONTO

Trader’s Bank Building 702, 67 Yonge Street, Toronto ON M5E 1J8