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Scandium International Mining Corp. Proxy Solicitation & Information Statement 2021

Apr 29, 2021

46037_rns_2021-04-29_0852e498-4f92-4363-b427-9f623ab6a202.pdf

Proxy Solicitation & Information Statement

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SCANDIUM INTERNATIONAL MINING CORP.

Security Class
Holder Account Number

Form of Proxy - Annual General Meeting to be held on June 3, 2021

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

Notes to proxy

  1. If you are a Registered Shareholder and wish to have your shares voted at the Meeting, you will be required to submit your vote by proxy. Due to the COVID-19 pandemic and issues related to the verification of shareholder identity via teleconference, in person voting will not be permitted at the Meeting.

  2. 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).

  3. 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.

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

  5. 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.

  6. 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, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

  7. 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 and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

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

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

Proxies submitted must be received by 10:00 a.m., (Pacific Time) on June 1, 2021.

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

To Vote Using the Telephone

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

1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet
• Go to the following web site:
www.investorvote.com
• Smartphone?
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 Scandium International Mining Corp. (the “Company”) hereby appoint: George Putnam, CEO, or failing this person Edward Dickinson, CFO, or failing this person Edward Mayerhofer, solicitor for the Company (the "Management Nominees")

OR

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 Meeting of shareholders of the Company to be held at #1200 – 750 West Pender Street, Vancouver, British Columbia, Canada, on June 3, 2021 at 10:00 a.m. (Pacific Time) 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
seven (7).
For
Withhold For Withhold For -------
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Withhold
01. George F. Putnam 02. William B. Harris 03. Willem P.C. Duyvesteyn
04. Warren K. Davis 05. James R. Rothwell 06. Peter B. Evensen
07. R. Christian Evensen
For Withhold
3.Appointment of Auditors
Appointment of Davidson & Comp
the Directors to fix their remunerat
any LLP, C
ion.
hartered Pr ofessional Accountants as Auditors of the Co mpany for th e ensuing year and authorizing For Against
4. Approval of Unallocated Entitlements under the Stock Option Plan

To approve all unallocated entitlements issuable under the Company’s 2015 stock option plan, as more particularly described in the accompanying proxy statement and 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, and the proxy appoints the Management Nominees, 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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