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O2Gold Inc. — Proxy Solicitation & Information Statement 2020
Dec 22, 2020
47028_rns_2020-12-22_0c49e16e-bf92-4b83-9c15-b6ce7196ae1f.pdf
Proxy Solicitation & Information Statement
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Mr A Sample Designation (if any) Add1 Add2 add3 add4 add5 add6
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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com
Security Class COMMON SHARES
Holder Account Number
C1234567890 IND
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Form of Proxy - Special Meeting to be held January 12, 2021
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 persons 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 must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.
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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 this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
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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, 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 and, if the holder has 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 or other matters that may properly come before the meeting or any adjournment or postponement thereof.
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This proxy should be read in conjunction with the accompanying documentation provided by Management.
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Proxies submitted must be received by 10:00 am, Eastern Time, on January 8, 2021.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
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To Vote Using the Telephone
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Call the number listed BELOW from a touch tone telephone.
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1-866-732-VOTE (8683) Toll Free
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To Vote Using the Internet
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Go to the following web site:
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Smartphone? Scan the QR code to vote now.
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To Virtually Attend the Meeting
- You can attend the meeting virtually by visiting the URL provided on the back of this proxy.
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 123456789012345
CPUQC01.E.INT/000001/i1234
01OG1B
MR SAM SAMPLE
XXX 123
C1234567890
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Appointment of Proxyholder
I/We being holder(s) of Origin Gold Corporation hereby appoint: Print the name of the person you are OR Deborah Battiston, or failing her Aaron Atin 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 shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Special Meeting of Origin Gold Corporation (the “Corporation”) to be held at 65 Queen Street West, 9th floor, Toronto, Ontario M5H 2M5, on Tuesday, January 12, 2021 at 10:00 a.m. (Eastern Time) and any postponement(s) or adjournment(s) thereof.
You may also participate in the meeting by virtual attendance.
Please visit the following link for instructions and registration details: https://bit.ly/3goGgD0
YOU WILL NOT BE ABLE TO VOTE YOUR SHARES AT THE MEETING IF YOU PARTICIPATE SOLELY BY VIRTUAL ATTENDANCE. SHAREHOLDERS THAT WISH TO PARTICIPATE VIRTUALLY MAY VOTE THEIR SHARES BY TELEPHONE OR INTERNET, AS DESCRIBED HEREIN, OR BY COMPLETING AND RETURNING THIS FORM OF PROXY BY 10:00 A.M. ET ON JANUARY 8, 2021, AS DESCRIBED HEREIN.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
| For | Against | |
|---|---|---|
| 1. RSU PlanTo consider and, if thought advisable, to pass an ordinary resolution of the disinterested shareholders approving the adoption by the Corporation of a restricted share | ||
| unit compensation plan, as more fully described in the accompanying management information circular. | ||
| For | Against | |
| 2. Name ChangeTo consider and, if thought advisable, to pass a special resolution approving an amendment to the articles of the Corporation to change the name of the Corporation to | ||
| “O2Gold Inc.”, or such other name as the board of directors of the Corporation deems appropriate. | ||
| For | Against | |
| 3. Change of Registered OffceTo consider and, if thought advisable, to pass a special resolution approving an amendment to the articles of the Corporation to change the province in which theregistered offce of the Corporation is situated from the Province of Quebec to the Province of Ontario. | ||
| For | Against | |
| 4. By-law No. 1To consider and, if thought advisable, to pass an ordinary resolution confrming the repeal of all existing by-laws of the Corporation and the ratifcation of a new by-law | ||
| no. 1 of the Corporation, as more fully described in the accompanying management information circular. | ||
| For | Against |
To consider and, if thought advisable, to pass an ordinary resolution confirming the repeal of all existing by-laws of the Corporation and the ratification of a new by-law no. 1 of the Corporation, as more fully described in the accompanying management information circular. 5. Acquisition of Otu Central Project and Creation of Control Person
To consider and, if thought advisable, to pass an ordinary resolution approving the acquisition of a gold mining project in the Amalfi, Segovia and Zaragoza regions of Antioquia in Colombia and, as a result of the issuance of shares of the Corporation in connection with the acquisition, the creation of Bullet Holding Corp. as a new Control Person of the Corporation (as that term is defined under the applicable policies of the TSX Venture Exchange), as more fully described in the accompanying management information circular.
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Signature(s) Date Authorized Signature(s) – This section must be completed for your instructions to be executed. 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 MM / DD / YY indicated above, this Proxy will be voted as recommended by Management.
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