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Western Exploration Inc. AGM Information 2021

Nov 16, 2021

42826_rns_2021-11-16_6b3994d8-7b36-4bd9-8ad5-c8adcccb62a3.pdf

AGM Information

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Crystal Peak Minerals Inc. (the “Corporation”)

VOTING INSTRUCTION FORM ("VIF")

Annual General and Special Meeting December 15, 2021 at 9:30 a.m. (Pacific Time) Osler, Hoskin & Harcourt LLP, Suite 1700, Guinness Tower, 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9 (the “Meeting”)

RECORD DATE: November 8, 2021 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: December 13, 2021 at 9:30 a.m. (Pacific Time)

VOTING METHOD

FILING DEADLINE FOR PROXY:
December 13, 2021 at 9:30 a.m. (Pacific Time)
FILING DEADLINE FOR PROXY:
December 13, 2021 at 9:30 a.m. (Pacific Time)
**VOTING METHOD **
INTERNET Go towww.voteproxyonline.comand enter the 12
digit control numberabove
FACSIMILE 416-595-9593
MAIL TSX Trust Company
301 - 100 Adelaide Street West
Toronto, Ontario,M5H 4H1

The undersigned hereby appoints Dean Pekeski, Chief Executive Officer of the Corporation, whom failing Alan Hutchison, Partner at Osler, Hoskin & Harcourt LLP of the Corporation (the “Management Nominees”), or instead of any of them, 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, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

- SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE -
RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BYHIGHLIGHTED TEXT ABOVE THE BOXES
1. Continuance Resolution FOR AGAINST 5. Election of Directors FOR
To consider and, if deemed advisable, pass, with or without variation, a
special resolution approving the continuance of the Corporation from the
Yukon Territory under the_Business Corporations Act_(Yukon) (the
"YBCA") to the Province of British Columbia under the_Business_
Corporations Act(British Columbia) (the "BCBCA"), all as more particularly
described in the accompanying management information circular of the
Corporation dated November 12, 2021 (the "Information Circular").
a)
Herbert Scruggs
b)
Daniel Basse
c)
De Lyle Bloomquist
d)
Robert Curtis
2. Arrangement Resolution
T id ii d f h S C f Biih
e)
Marceau Schlumberger
o conser pursuant to an nterm orer o te upreme ourt o rts
Columbia dated November 12, 2021, as the same may be amended and, if
deemed advisable, pass, with or without variation, a special resolution
approving an arrangement (the "Arrangement") under the BCBCA
involving the Corporation and Western Exploration LLC ("Western
Exploration"), in accordance with an arrangement agreement dated
February 19, 2021 between the Corporation and Western Exploration (as
first amended on July 12, 2021, further amended on October 12, 2021, and
further amended on November 9, 2021), all as more particularly described
i th i Ifti Cil
f)
DarcyMarud
g)
John Rogers
h)
Brian Kennedy
i)
Nicolas Schlumberger
j)
Gerard Munera
n e accompanyng normaon rcuar.
3. Resulting Issuer Equity Incentive Compensation Plan
FOR 6. Appointment of Auditor FOR
To consider and, if deemed advisable, pass, with or without variation, an
To consider and, if deemed advisable, pass, with or without variation, an ordinary
ordinary resolution approving an omnibus equity incentive compensation
plan of the Corporation, as constituted following the completion of the
Arrangement under the name "Western Exploration Inc." (the "Resulting
Issuer"), conditional upon the closing of the Arrangement and to become
effective following the completion of the Arrangement, all as more
particularly described in the accompanying Information Circular.
FOR
WITHHOLD
resolution (i) to appoint PricewaterhouseCoopers LLP, as the auditor of the
Corporation to hold office until the earlier of the next annual meeting of
shareholders of the Corporation or 12:01 a.m. (Pacific Time) on the first day
following the date on which the Arrangement is effective (the "Auditor Change
Time"); and (ii) conditional upon, and concurrently with the closing of the
Arrangement, to appoint MNP LLP to hold office as the auditor of the Resulting
Issuer from the Auditor Change Time until the earlier of the next annual meeting
of shareholders of the Resulting Issuer, and to authorize the directors to fix the
remuneration to be paid to the auditor
FOR
AGAINST
4. Director Election Resolution FOR WITHHOLD
To elect the directors of the Corporation as follows: (a) to elect four (4)
directors of the Corporation for the ensuing year, being Mr. Hebert
Scruggs, Mr. Daniel Basse, Mr. De Lyle Bloomquist and Mr. Robert Curtis,
to take office immediately after the Meeting (the "Original Board"); and (b)
conditional upon, and concurrently with, the closing of the Arrangement, to
increase the size of the Corporation's board of directors to six (6) directors,
and elect six (6) directors of the Corporation, being Mr. Marceau
Schlumberger, Mr. Darcy Marud, Mr. John Rogers, Mr. Brian Kennedy, Mr.
Nicolas Schlumberger, and Mr. Gerard Munera, to replace the Original
Board of directors as of the closing of the Arrangement; all as more
particularly described in the accompanying Information Circular.
.
7. Subscription Receipts
FOR
To consider and, if deemed advisable, pass, with or without variation, an ordinary
resolution of disinterested shareholders of the Corporation confirming, ratifying
and approving the offering of 2,248,936 subscription receipts ("Subscription
Receipts") of the Corporation on October 13, 2021, for aggregate gross
proceeds of C$5,959,680, at a price of C$2.65 per Subscription Receipt, which is
below C$7.27, being the market price of the common shares of the Corporation,
as determined by Policy 4.1 of the TSX Venture Exchange.

This VIF revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of beneficial owner(s)

Date (MM/DD/YYYY)

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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.

The completed VIF should be delivered to TSX Trust Company, in the envelope provided or by fax to 416-595-9593. Alternatively, if available, you may vote online at www.voteproxyonline.com. The matters to be voted on at the Meeting are set out on the reverse.

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 DEADLINE SPECIFIED ON THE REVERSE IN THE UPPER LEFT SECTION 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

  1. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management 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.

  2. The appointment of the Management Nominees or another Appointee gives them discretion to vote on any other matters that may properly come before the Meeting.

  3. If internet voting is available, you can provide your voting instructions on the website noted on the reverse.

Appointing yourself or someone else to vote your securities

If you want to attend the Meeting and vote in person at the Meeting or appoint another person to do so, write your name or the name of the person attending the Meeting in the space labeled “ Please print appointee name ” on the VIF and return it. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. When you or your Appointee arrives at the Meeting, they should give their name to the scrutineers and state that they are a proxy appointee. The Appointee must attend the Meeting in order for your securities to be voted.

Request for Financial Statements

In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.

Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com. I am currently a security holder of the Corporation and as such request the following:

  • [Annual Financial Statements with MD&A ]

  • [Interim Financial Statements with MD&A ]

If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If the cut-off time has passed, please fax this side to 416-595-9593

Crystal Peak Minerals Inc. 2021

  1. 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.

  2. 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.

  3. Guidelines for proper execution of the proxy/VIF are available at www.stac.ca. Please refer to the Proxy Protocol.

For assistance, please contact TSX Trust Company.

Mail:
Telephone:
Facsimile:
Email:
TSX Trust Company
301 - 100 Adelaide Street West
Toronto, ON
M5H 4H1
416-361-0930
416-595-9593
[email protected]

www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL

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