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Core Nickel Corp Proxy Solicitation & Information Statement 2024

Sep 17, 2024

48509_rns_2024-09-17_770f4406-907d-4f63-a0ec-34ede981f238.pdf

Proxy Solicitation & Information Statement

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CORE NICKEL CORP.

(the “Company”)

FORM OF PROXY

Annual General & Special Meeting to be held on October 22, 2024 at 10:00 a.m. (CST) Unit 204, 75 – 24th Street East, Saskatoon, Saskatchewan

(the “Meeting”)

Proxies must be received by 10:00 a.m. (CST) on October 18, 2024

VOTING METHOD

INTERNET Go tohttps://css.olympiatrust.com/pxloginand enter the 12-digit control number show n on reverse.
EMAIL [email protected]
FACSIMILE (403) 668-8307
MAIL Olympia Trust Company
PO Box 128, STN M
Calgary, AB T2P 2H6
Attn: ProxyDept.
NOTICE &
ACCESS
CORE NICKEL CORPhas elected to utilize notice-and-access and provide you with the following
information:
Meeting materials are available electronically at www.sedarplus.ca and also at:
https://www.corenickel.com/agm-materials/

The undersigned hereby appoints Misty Urbatsch, CEO & President of the Company, or failing her, Harry Chan, CFO of the Company (the “Management Nominees”), or instead of any of them, the follow ing Appointee

Please print appointee name

as proxyholder on behalf of the undersigned w ith the pow er 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, in accordance with voting instructions, if any, provided below .

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT

1. Number of Directors
FOR
AGAINST
To set the number of directors to be elected at the Meeting at four (4).
2. Election of Directors
FOR
W ITHHOLD
a)
Misty Urbatsch

b)
Cory Belyk

c)
Karen Lloyd

d)
Shane Shircliff



3. Re-Appointment of Auditors
FOR
W ITHHOLD
Re-appointment of Deloitte LLP, Chartered Professional Accountants as Auditors of the Company for the ensuing year
and authorizing the Directors to fix their remuneration
4. Continued Use of Stock Option Plan
FOR
AGAINST
To approve, by ordinary resolution, the continued use of the Company’s Stock Option Plan for a further three years
5. Advance Notice Policy
FOR
AGAINST
To approve, by ordinary resolution, the Company’s Advance Notice Policy

This proxy rev okes and supersedes all earlier dated proxies andM

UST BE SIGNED

Request for Financial Statements
In accordance with securities regulations, security holders may elect to receiv e 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.sedarplus.ca.
I am currently a security holder of the Company and as such request the following:
PLEASE PRINT NAME
Signature of registered owner(s)
Date (M
M/DD/YYYY)
Interim Financial Statements with MD&A –Check the box to the
right if y ou would like toRECEIVEinterim f inancial statements and
accompany ing Management’s Discussion & Analy sis by mail.
Annual Financial Statements with MD&A –Check the box to
the right if y ou would like toRECEIVEto receiv e the Annual
Financial Statements and accompany ing Management’s
Discussion and Analysis bymail.

This proxy rev okes and supersedes all earlier dated proxies and MUST BE SIGNED

Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

  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 Recommendations 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. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Company.

  3. The proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that properly come before the meeting or any adjournment or postponement thereof.

  4. To be valid, this proxy should be signed in the exact manner as the name appears on the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Company.

  5. To be valid, this proxy must be filed using one of the Voting Methods and must be received by Olympia Trust Company before the date noted on the reverse, or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting.

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