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Gunnison Copper Corp. — Proxy Solicitation & Information Statement 2020
Oct 9, 2020
46155_rns_2020-10-08_cabb9353-8007-49e7-9622-8eb30875730e.pdf
Proxy Solicitation & Information Statement
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VOTING INSTRUCTION FORM
EXCELSIOR MINING CORP.
MEETING TYPE: MEETING DATE: RECORD DATE: PROXY DEPOSIT DATE: ACCOUNT NO:
ANNUAL AND SPECIAL MEETING TUESDAY, NOVEMBER 10, 2020 AT 9:00 A.M. PST FOR HOLDERS AS OF SEPTEMBER 21, 2020 NOVEMBER 06, 2020 CUID: CUSIP: 300763208

P44923 $1$ OF
CONTROL NO.: $\rightarrow$
STEP $2$ APPOINT A PROXY (OPTIONAL) APPOINTEE(S): Mark J. Morabito, Sheila Paine IF YOU WISH TO ATTEND THE MEETING OR DESIGNATE ANOTHER PERSON TO ATTEND, VOTE AND ACT ON YOUR BEHALF AT THE MEETING, OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF, OTHER THAN THE PERSON(S) SPECIFIED ABOVE, PRINT YOUR NAME OR THE NAME OF THE OTHER PERSON ATTENDING THE MEETING IN THE SPACE PROVIDED HEREIN. UNLESS YOU INSTRUCT OTHERWISE, THE PERSON WHOSE NAME IS WRITTEN IN THIS SPACE WILL HAVE FULL AUTHORITY TO ATTEND, VOTE AND OTHERWISE ACT IN RESPECT OF ALL MATTERS THAT MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF, EVEN IF THESE MATTERS ARE NOT SET OUT IN THE FORM OR THE CIRCULAR. PLEASE PRINT APPOINTEE NAME ABOVE $STEP3$ COMPLETE YOUR VOTING DIRECTIONS ELECTION OF DIRECTORS: VOTING RECOMMENDATION: FOR ALL THE NOMINEES PROPOSED AS DIRECTORS (FILL IN ONLY ONE BOX "I " PER NOMINEE IN BLACK OR BLUE INK) FOR NITHHOLD FOR NITHHOLD 01-Mark J. Morabito $\Box$ $\Box$ 07-Fred DuVal $\Box$ □ $\Box$ $\Box$ $\Box$ $\Box$ 02-Stephen Twyerould 08-Stephen Axcell П $\Box$ 03-Colin Kinley $\Box$ $\Box$ 04-Jim Kolbe $\Box$ $\Box$ 05-Michael Haworth $\Box$ $\Box$ 06-Lord Robin Renwick
| TEM(S): VOTING RECOMMENDATIONS ARE INDICATED BY BOLD TEXT OVER THE BOXES (FILL IN ONLY ONE BOX " ■ " PER ITEM IN BLACK OR BLUE INK) | |
|---|---|
| To Set the Number of Directors at eight (8). | RECOMMENDATION: FOR FOR AGAINST |
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| 3. fix their remuneration. |
Appointment of PricewaterhouseCoopers LLP as Auditor of the Company for the ensuing year and authorizing the Directors to |
RECOMMENDATION: FOR FOR WITHHOLD |
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| this voting instruction form. | To consider and, if thought fit, to pass, with or without variation, an ordinary resolution approving, ratifying and confirming the Company's stock option plan, as more particularly described in the management information circular accompanying |
RECOMMENDATION: FOR FOR AGAINST П П |
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| 5 To consider and, if thought fit, to pass, with or without variation, an ordinary resolution approving, ratifying and confirming the Company's Restricted Share Unit Plan, as more particularly described in the management information circular accompanying this voting instruction form. |
RECOMMENDATION: FOR AGAINST FOR П |
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| 6 To consider and, if thought fit, to pass, with or without variation, an ordinary resolution approving, ratifying and confirming the Company's Performance Share Unit Plan, as more particularly described in the management information circular accompanying this voting instruction form. |
RECOMMENDATION: FOR AGAINST FOR |
TO RECEIVE FUTURE PROXY MATERIALS BY MAIL CHECK THE BOX TO THE RIGHT. TO REQUEST MATERIALS FOR THIS MEETING REFER TO THE NOTICE INCLUDED IN THE PACKAGE WITH THIS FORM. $\Box$ |
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| this voting instruction form. | 7 To consider and, if thought fit, pass with or without variation, a special resolution adopting the Company's new Articles as more particularly described in the information circular accompanying |
RECOMMENDATION: FOR FOR AGAINST |
STEP 4 THIS DOCUMENT MUST BE SIGNED AND DATED ISSUER CONFIRMATION COPY - INHO ONLY SIGNATURE(S) INVALID IF NOT SIGNED М М D D ٧ v |
2601 14TH AVENUE
MARKHAM, ON L3R 0H9


VOTING INSTRUCTION FORM
ANNUAL AND SPECIAL MEETING
EXCELSIOR MINING CORP.
WHEN: TUESDAY, NOVEMBER 10, 2020 AT 9:00 A.M. PST
WHERE-
Suite 2400, 1055 West Georgia Street Vancouver, British Columbia V6E 3P3
EXCELSIOR MINING CORP.
SUITE 2400, 1055 WEST GEORGIA STREET
VANCOUVER, BC V6E 3P3 CANADA

BR13122017
WE NEED TO RECEIVE YOUR VOTING INSTRUCTIONS AT LEAST ONE BUSINESS DAY BEFORE THE PROXY DEPOSIT DATE. CONTROL NO.:→ PROXY DEPOSIT DATE: NOVEMBER 06, 2020
The control number has been assigned to you to identify your shares for voting.
You must keep your control number confidential and not disclose it to others other than when you vote using one of the voting options set out on this form. Should you send this form or provide your control number to others, you are responsible for any subsequent voting of, or subsequent inability to vote, your shares.
Dear Client:
A meeting is being held for securityholders of the above noted issuer.
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- You are receiving this Voting Instruction Form and the enclosed meeting materials at the direction of the issuer as a beneficial owner of securities. You are a beneficial owner because we, as your intermediary, hold the securities in an account for you and the securities are not registered in your name.
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- Votes are being solicited by or on behalf of the management of the issuer.
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- Even if you have declined to receive materials, a reporting issuer is entitled to deliver these materials to you and if requested to do so, it is our responsibility to forward them. These materials are being sent at no cost to you, in the language you requested, if available.
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- Unless you attend the meeting and vote in person, your securities can only be voted through us as registered holder or proxy holder of the registered holder in accordance with your instructions. We cannot vote for you if we do not receive your voting instructions. Please complete and return (or provide by one of the alternative available methods) the information requested on this form to provide your voting instructions to us promptly. We will submit a proxy vote on your behalf according to the voting instructions you provide, unless you elect to attend the meeting and vote in person.
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- When you give us your voting instructions, you acknowledge that:
- . You are the beneficial owner or are authorized to provide these voting instructions; and
- . You have read the material and the voting instructions on this form.
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- You may not present this Voting Instruction Form at the meeting in order to vote.
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- To attend the meeting and vote your shares in person:
- . Write vour name or the name of your designate to act on your behalf on the "Appointee" line on the other side of this form, sign and date the form, and return it by mail, or
- . Go to ProxyVote.com (if available) and insert the name in the "Change Appointee(s)" section on the voting site.
You, or your designate, as the named "Appointee", must attend the meeting for your vote to be counted. When you or your designate arrive at the meeting, please register with the scrutineer or proxy tabulator.
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- Unless prohibited by law or you instruct otherwise, the Appointee(s) or the person whose name is written in the space provided will have full authority to attend and otherwise act at, and present matters to the meeting and any adjournment or postponement thereof, and vote on all matters that are brought before the meeting or any adjournment or postponement thereof, even if these matters are not set out in this form or in the management proxy circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require assistance, please contact the person who services your account.
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- If these voting instructions are given on behalf of a body corporate, set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.
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- If the items listed in the management proxy circular are different from the items listed on the other side of this form, the management proxy circular will be considered correct.
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- The Appointee named in this form will exercise the voting rights attached to the securities in accordance with the instructions given. In the absence of any specific instructions as to voting being provided by you on this form, the item(s) will be voted as recommended on the reverse of this form or as stated in the management proxy circular, except in the case of your appointment of an Appointee.
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- This Voting Instruction Form should be read in conjunction with the accompanying management proxy circular.
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- To ensure that your instructions are received in sufficient time to be processed, please ensure that the Voting Instruction Form is received by us or voted online at least one business day before the proxy deposit date noted above or the proxy deadline specified in the management proxy circular. Voting instructions received on the proxy deposit date or later may not be able to be included in the final tabulation.
This Voting Instruction Form confers discretionary authority to vote on such other business as may properly come before the meeting or any adjournment thereof.
If you have any questions or require help, please contact the person who services your account.
Disclosure of Information - Electing to Receive Financial Statements or Requesting Meeting Materials
By electing to receive the financial statements or requesting meeting materials, your name and address may be provided to the reporting issuer (or its agent) for mailing purposes.