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Viridian Metals Inc. Proxy Solicitation & Information Statement 2024

Aug 22, 2024

48441_rns_2024-08-22_67309d3c-5d66-45ab-b90f-98fabf75fa48.pdf

Proxy Solicitation & Information Statement

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Coco Pool Corp.

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

Form of Proxy – Annual General and Special Meeting to be held on September 12, 2024

Appointment of Proxyholder I/We being the undersigned holder(s) of Coco Pool Corp. hereby appoint David W. Smalley OR or failing this person, Sinead Devane

Print the name of the person you are appointing if this person is someone other than the Management Nominees 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 General and Special Meeting of Coco Pool Corp. to be held at 2000 – 1111 West Georgia Street, Vancouver, BC, V6E 4G2 at 11:00 a.m. or at any adjournment thereof.


been given, as the proxyholder sees fit) and all other matters that may properly come before theAnnual General and SpecialMeeting ofCoco Pool Corp.to be held at2000 – 1111
West Georgia Street, Vancouver, BC, V6E 4G2 ** at 11:00 a.m.**orat any adjournment thereof.

been given, as the proxyholder sees fit) and all other matters that may properly come before theAnnual General and SpecialMeeting ofCoco Pool Corp.to be held at2000 – 1111
West Georgia Street, Vancouver, BC, V6E 4G2 ** at 11:00 a.m.**orat any adjournment thereof.

been given, as the proxyholder sees fit) and all other matters that may properly come before theAnnual General and SpecialMeeting ofCoco Pool Corp.to be held at2000 – 1111
West Georgia Street, Vancouver, BC, V6E 4G2 ** at 11:00 a.m.**orat any adjournment thereof.

been given, as the proxyholder sees fit) and all other matters that may properly come before theAnnual General and SpecialMeeting ofCoco Pool Corp.to be held at2000 – 1111
West Georgia Street, Vancouver, BC, V6E 4G2 ** at 11:00 a.m.**orat any adjournment thereof.

been given, as the proxyholder sees fit) and all other matters that may properly come before theAnnual General and SpecialMeeting ofCoco Pool Corp.to be held at2000 – 1111
West Georgia Street, Vancouver, BC, V6E 4G2 ** at 11:00 a.m.**orat any adjournment thereof.

been given, as the proxyholder sees fit) and all other matters that may properly come before theAnnual General and SpecialMeeting ofCoco Pool Corp.to be held at2000 – 1111
West Georgia Street, Vancouver, BC, V6E 4G2 ** at 11:00 a.m.**orat any adjournment thereof.

been given, as the proxyholder sees fit) and all other matters that may properly come before theAnnual General and SpecialMeeting ofCoco Pool Corp.to be held at2000 – 1111
West Georgia Street, Vancouver, BC, V6E 4G2 ** at 11:00 a.m.**orat any adjournment thereof.
1. Number of Directors.To set the number of directors to be elected at the Meeting to at seven (7).
For
Against
2. Election of Directors.
ForWithhold
ForWithhold
ForWithhold
a.
Koby Smutylo
b.
Sabino Di Paola
c.
Sebastien Charles
d.
GuyLaine Charles
e.
Heather E. Sim
f.
Daniel Nahon
g.
Mark Kowalski
3. Appointment of Auditors.To consider and if deemed appropriate to approve the reappointment of Davidson & Company LLP, Chartered Accountants
as Auditors of the Company for the ensuing year and to authorize the board of directors to fix their remuneration.
For
Withhold
4. Number of Directors of the Resulting Issuer.To consider and, if deemed appropriate, pass, with or without variation, an ordinary resolution to set
conditional upon and effective as of the completion of the Company’s proposed qualifying transaction with Viridian Metals Corp. (the “Transaction”) as more
particularly described in the accompanying management information circular (“Information Circular”), the number of directors to be elected at the Meeting
to four (4), with the full text of the resolution set forth in the Information Circular.
For
Against
5. Election of Directors of Resulting Issuer (subject to the completion of the Qualifying Transaction).
For Withhold
For Withhold
ForWithhold
a.
Tyrell Sutherland
b.
Lee Bowles
c.
Alan Grujic
d.
Sebastien Charles
6. Re-Approve The Company’s 10% Rolling Stock Option Plan.To consider and, if deemed appropriate, pass, with or without variation, an ordinary resolution
to reapprove the Company’s current 10% “rolling” stock option plan dated November 8, 2023, until the next Annual General Meeting of the Shareholders.
For further informationplease see theInformationCircular.
For
Against
7. Consolidation.To consider and, if deemed appropriate, pass, with or without variation, a special resolution authorizing the consolidation of the common
shares of the Company on the basis of 0.46 (or such higher number as may be determined by the board of directors of the Company) of a post-consolidation
common share for each pre-consolidation common share held, conditional upon the completion of the Transaction, with the full text of the resolution set forth
intheInformationCircular.
For
Against
8. Name Change.To consider and, if deemed appropriate, pass, with or without variation, a special resolution authorizing the Company to change its name
from Coco Pool Corp. to Viridian Metals Inc., conditional upon the completion of the Transaction, with the full text of the resolution set forth in the Information
Circular.
For
Against
9. Resulting Issuer Equity Incentive Plan.To consider and, if deemed appropriate, to pass, with or without variation, a resolution to amend and restate the
existing stock option plan of the Company, so as it is replaced with an omnibus equity incentive plan (the “Omnibus Plan”) conditional upon the completion
of the Transaction, with the full text of the resolution and the Omnibus Plan set forth in Information Circular.
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 RECEIVE the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

This form of proxy is solicited by and on behalf of Management. Proxies must be received by 11:00 a.m., PST, on September 10, 2024.

Notes to Proxy

  1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent them 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.

  4. 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.

  5. 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.

  6. 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.

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

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To Vote Your Proxy Online please visit: https://vote.odysseytrust.com

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 https://odysseytrust.com/ca-en/help/ .

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.