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Moon River Moly Ltd. — Proxy Solicitation & Information Statement 2023
Nov 27, 2023
47864_rns_2023-11-27_34f5690a-eab8-4fdb-bb28-f772384f13ea.pdf
Proxy Solicitation & Information Statement
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MOON RIVER CAPITAL LTD. (the " Company ")
Annual and Special Meeting Dec. 18, 2023 at 02:00 PM (Canada/Eastern Standard) Irwin Lowy LLP at Suite 401, 217 Queen St W, Toronto, Ontario M5V 0R2 (the " Meeting ")
Proxy Voting – Guidelines and Conditions
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THIS PROXY IS SOLICITED BY OR ON BEHALF OF THE MANAGEMENT OF THE COMPANY.
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THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
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If you appoint the Management Nominees indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the 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.
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This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.
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The securityholder has a right to appoint a person or company to represent the securityholder at the meeting other than the person or company designated in the form of proxy. Such right may be exercised by inserting, on the reverse of this form, in the space labeled “Please print appointee name”, the name of the person to be appointed, who need not be a securityholder of the Company.
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To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the securityholders of the Company.
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To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxy, 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. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.
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If the holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.
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Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.
Electronic Delivery
If you are a registered securityholder and wish to enroll for electronic delivery for future issuer communications including meeting related materials, financial statements, DRS, etc., where applicable, you may do so:
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After you vote online at www.voteproxyonline.com using your control number.
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Through TSX Trust’s online portal, Investor Insite. You may log in or enroll at https://www.tsxtrust.com/investor-login
For details go to www.tsxtrust.com/consent-to-electronic-delivery
| VOTING METHOD | |
|---|---|
| Internet | Go towww.voteproxyonline.com and enter the 12 digit control number |
| FACSIMILE | 416-595-9593 |
| MAIL or HAND DELIVERY |
TSX Trust Company 301-100 Adelaide Street West Toronto, Ontario, M5H 4H1 |
Investor inSite
TSX Trust Company offers at no cost to holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable holder forms and Frequently Asked Questions.
To register, please visit: https://tsxtrust.com/t/investor-hub/forms/investor-insite- registration and complete the registration form.
| For assistance, Mail: |
please contact TSX TRUST INVESTOR SERVICES. 301 - 100 Adelaide Street West Toronto, ON, M5H 4H1 |
|---|---|
| Tel: | 1-866-600-5869 |
| Email: | [email protected] |
FORM OF PROXY (“PROXY”)
MOON RIVER CAPITAL LTD. (the " Company ")
CONTROL NUMBER: «CONTROL_NUMBER»
Annual and Special Meeting Dec. 18, 2023 at 02:00 PM (Canada/Eastern Standard) Irwin Lowy LLP at Suite 401, 217 Queen St W, Toronto, Ontario M5V 0R2 SECURITY CLASS: Common Shares RECORD DATE: Nov. 6, 2023 FILING DEADLINE FOR Dec. 14, 2023 at 02:00 PM PROXY: (Canada/Eastern Standard)
APPOINTEES
The undersigned hereby appoints Paul Parisotto, or instead, 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,
- SEE VOTING GUIDELINES ON REVERSE -
RESOLUTIONS - VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES
| 1. Election of Directors | FOR | WITHHOLD | 2. Appointment of Auditor | FOR | WITHHOLD |
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| A) Paul Parisotto | Appointment of Wasserman Ramsay, |
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| B) Ian McDonald C) Jamie Levy |
Chartered Professional Accountants as Auditor of the Company for the ensuing year and authorizing the Directors to fx their |
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| D) Gordon Reid | remuneration. | ||||
| E) Alice Murphy | |||||
| 3. Ratifcation and Approval of Amended Stock Option Plan |
FOR | AGAINST | 4. Approve Grant and Exercise of Outstanding Stock Options |
FOR | AGAINST |
| To consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution ratifying and approving the Company’s amended stock option plan. |
To consider and, if deemed advisable, to pass, with or without variation, a resolution of disinterested shareholders of the Company ratifying the grant, and authorizing, approving and permitting the exercise of certain outstanding stock options, as more particular described in the management information circular. |
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| 5. Amendment to Articles of Incorporation - Name Change |
FOR | AGAINST | |||
| To consider and, if deemed advisable, to pass, with or without variation, a special resolution in the form attached as Exhibit “A” to this notice of Meeting to amend the articles of the Company to change the name of the Company to such name as the directors of the Company, in their sole discretion, may determine and as may be acceptable to the Director appointed under the Business Corporations Act (Ontario), as more fully described in the management information circular. |
The Proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED
PLEASE PRINT NAME
Signature of registered owner(s)
Date(MM/DD/YYYY)
Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and Management’s Discussion and Analysis.
Annual Financial Statements – Mark this box if you would like Annual Financial Statements and Management’s Discussion and Analysis.
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