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BeMetals Corp. Proxy Solicitation & Information Statement 2023
46431_rns_2023-08-10_0def9aef-19f8-4be9-aebf-c70f5f66b457.pdf
Proxy Solicitation & Information Statement
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BEMETALS CORP.
Security Class
Holder Account Number
Form of Proxy - Annual General and Special Meeting to be held on September 6, 2023
This Form of Proxy is solicited by and on behalf of Management.
Notes to proxy
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- 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).
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- 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.
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- This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
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- 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.
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- 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.
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- 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.
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- 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.
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- This proxy should be read in conjunction with the accompanying documentation provided by Management.
Proxies submitted must be received by 11:00 am (Pacific Time), on September 1, 2023.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
To Vote Using the Telephone
- • Call the number listed BELOW from a touch tone telephone.
- 1-866-732-VOTE (8683) Toll Free
- • Go to the following web site: www.investorvote.com
- • Smartphone? Scan the QR code to vote now.
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
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Appointment of Proxyholder
| I/We being holder(s) of securities of BeMetals Corp. (the "Corporation")hereby appoint: John Wilton (President, CEO and a Director), or failing him,Nicholas Furber (CFO), or failing him, Kristen Reinertson (Corporate Secretary anda Director), or failing her, Derek Iwanaka (Vice-President of Investor Relations andCorporate Development), (the "Management Nominees") | OR | Print the name of the personyou are appointing if this personis someone other than theManagement Nominees listedherein. | ||||||||
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| 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 beengiven, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Corporation to be held at Suite2500 – 700 West Georgia Street, Vancouver, British Columbia V7Y 1B3 on September 6, 2023 at 11:00 am (Pacific 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 set the number of Directors at six (6). | ||||||||||
| 2. Election of Directors | For | Withhold | For | Withhold | For | Withhold | ||||
| 01. Mark Connelly | 02. John Wilton | 03. Clive Johnson | ||||||||
| 04. Roger Richer | 05. Tom Garagan | 06. Kristen Reinertson | ||||||||
| 3. Appointment of Auditor | For | Withhold | ||||||||
| To re-appoint Davidson & Company LLP, Chartered Professional Accountants as Auditor of the Corporation for the ensuing year and to authorizethe Directors to fix their remuneration. | ||||||||||
| For | Against | |||||||||
| 4. Re-approval of Stock Option Plan | ||||||||||
| To re-approve the Corporation's Stock Option Plan. | ||||||||||
| 5. Approval of Creation of New Control Person | For | Against | ||||||||
| To approve the creation of B2Gold Corp. as a new control person of the Corporation as a result of the proposed issuance of securities by theCorporation to B2Gold Corp., as more particularly described in the accompanying management information circular. | ||||||||||
| 6. Approval of Financing Resolution | For | Against | ||||||||
| To approve the issuance by the Corporation of a convertible debenture in the principal amount of $3,300,000 to B2Gold Corp. and the entering intoof a commitment letter with B2Gold Corp. in relation to a possible additional loan, and to approve the related issuance of common shares onconversion thereof, as more particularly described in the accompanying management information circular. | ||||||||||
| Signature of Proxyholder | Signature(s) | Date | ||||||||
| I/We authorize you to act in accordance with my/our instructions set out above. I/We herebyrevoke any proxy previously given with respect to the Meeting. If no voting instructions areindicated above, and the proxy appoints the Management Nominees, this Proxy will bevoted as recommended by Management. |