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Nevada Copper Corp. Proxy Solicitation & Information Statement 2023

May 25, 2023

44899_rns_2023-05-25_55ccd4e3-53ab-4d22-9b4d-688217afc8bf.pdf

Proxy Solicitation & Information Statement

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NEVADA COPPER CORP.

Security Class
Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on June 20, 2023 at 1:00 pm Eastern Time

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

  1. 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).

  2. 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.

  3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

  4. 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.

  5. 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, this proxy will be voted as recommended by Management.

  6. 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.

  7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof.

  8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 1:00 pm, Eastern Time, on June 16, 2023.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

To Vote Using the Internet

To Receive Documents Electronically

  • Call the number listed BELOW from a touch tone telephone.

  • Go to the following web site: You can enroll to receive future securityholder www.investorvote.com communications electronically by visiting www.investorcentre.com.

  • Smartphone?

  • 1-866-732-VOTE (8683) Toll Free 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

Appointment of Proxyholder

I/We being holder(s) of securities of Nevada Copper Corp. (the OR “Corporation”) hereby appoint: Gregory J. Martin, or failing this person, Carolyn “Lina” Tanner (the "Management Nominees")

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

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 been given, 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 79 Wellington Street West, Suite 3300, Toronto, Ontario M5K 1N2 on June 20, 2023 at 1:00 pm, ET and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLI GHTED TEXT OVER THE BOXES. For Against
1.Number of Directors
To set the number of directors at
2.Election of Directors
eight (8).
For
Withhold For Withhold For -------
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Withhold
01. Tom Albanese 02. Michael Brown 03. Randy Buffington
04. Guillaume de Dardel 05. Raffaele (“Lucio”) Genovese 06. Stephen Gill
07. Evgenij Iorich 08. G. Ernest (“Ernie”) Nutter
For Withhold
3.Appointment of Auditor
Appointment of PricewaterhouseC
remuneration.
oopers LLP as auditor of the Corporation for the ensuing y ear and a uthorizing th e directors to fix their For Against
4. Equity Incentive Plan Resolution

To consider and, if thought appropriate, to pass an ordinary resolution, in the form set forth in Appendix A of the accompanying Information Circular, to establish and approve the omnibus equity incentive plan of the Corporation, as more particularly described in the accompanying Information Circular.

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Signature of Proxyholder

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s)

Date

Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail.

Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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