| No. |
Proposition |
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For |
Against |
Abstain |
| 1 |
ELECTION OF DIRECTOR: ELLERTON CASTOR |
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| 2 |
ELECTION OF DIRECTOR: GREG LIPTON |
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| 3 |
ELECTION OF DIRECTOR: PIETER J. BARNARD |
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| 4 |
ELECTION OF DIRECTOR: BRUCE COVENTRY |
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| 5 |
ELECTION OF DIRECTOR: ARRAN THORPE |
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| 6 |
APPOINTMENT OF MCGOVERN HURLEY LLP, CHARTERED ACCOUNTANTS, AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION |
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| 7 |
WHEREAS THE POLICIES OF THE TSX VENTURE EXCHANGE REQUIRE SHAREHOLDER APPROVAL FOR THE IMPLEMENTATION OF THE OMNIBUS EQUITY INCENTIVE PLAN (OMNIBUS PLAN) OF CANADA CARBON INC. (THE CORPORATION); RESOLVED THAT: 1. THE OMNIBUS PLAN, IN THE FORM ATTACHED AS SCHEDULE A TO THE MANAGEMENT INFORMATION CIRCULAR DATED DECEMBER 17, 2025 OF THE CORPORATION, IS HEREBY AUTHORIZED AND APPROVED; AND 2. ANY ONE OFFICER AND DIRECTOR OF THE CORPORATION BE AND IS HEREBY AUTHORIZED FOR AND ON BEHALF OF THE CORPORATION TO EXECUTE AND DELIVER ALL SUCH INSTRUMENTS AND DOCUMENTS AND TO PERFORM AND DO ALL SUCH ACTS AND THINGS AS MAY BE DEEMED ADVISABLE IN SUCH INDIVIDUALS DISCRETION FOR THE PURPOSE OF GIVING EFFECT TO THIS RESOLUTION, THE EXECUTION OF ANY SUCH DOCUMENT OR THE DOING OF ANY SUCH OTHER ACT OR THING BEING CONCLUSIVE EVIDENCE OF SUCH DETERMINATION |
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| 8 |
BE IT RESOLVED AS A SPECIAL RESOLUTION, THAT: 1. THE ARTICLES CANADA CARBON INC. (THE CORPORATION) BE AMENDED TO PROVIDE THAT: (I) THE AUTHORIZED SHARE CAPITAL OF THE CORPORATION IS ALTERED BY CONSOLIDATING (THE CONSOLIDATION) ALL OF THE ISSUED AND OUTSTANDING COMMON SHARES OF THE CORPORATION (THE COMMON SHARES) ON THE BASIS OF UP TO TEN (10) PRE-CONSOLIDATION COMMON SHARES FOR EVERY ONE (1) POST-CONSOLIDATION COMMON SHARE, WITH SUCH FINAL CONSOLIDATION RATIO TO BE DETERMINED BY THE BOARD OF DIRECTORS AT ITS SOLE DISCRETION; AND (II) ANY FRACTIONAL COMMON SHARE ARISING POST-CONSOLIDATION BE DEEMED TO HAVE BEEN TENDERED BY ITS REGISTERED OWNER TO THE CORPORATION FOR CANCELLATION AND WILL BE RETURNED TO THE AUTHORIZED BUT UNISSUED SHARE CAPITAL OF THE CORPORATION; 2. ANY DIRECTOR OR OFFICER OF THE CORPORATION IS HEREBY AUTHORIZED AND DIRECTED, ACTING FOR, IN THE NAME OF AND ON BEHALF OF THE CORPORATION, TO EXECUTE OR CAUSE TO BE EXECUTED, UNDER THE SEAL OF THE CORPORATION OR OTHERWISE AND TO DELIVER OR TO CAUSE TO BE DELIVERED, ALL SUCH OTHER DEEDS, DOCUMENTS, INSTRUMENTS AND ASSURANCES AND TO DO OR CAUSE TO BE DONE ALL SUCH OTHER ACTS AS IN THE OPINION OF SUCH DIRECTOR OR OFFICER OF THE CORPORATION MAY BE NECESSARY OR DESIRABLE TO CARRY OUT THE TERMS OF THE FOREGOING RESOLUTIONS; AND 3. NOTWITHSTANDING THAT THIS RESOLUTION HAS BEEN DULY PASSED BY THE SHAREHOLDERS, THE DIRECTORS ARE HEREBY AUTHORIZED AND EMPOWERED, IF THEY DECIDE NOT TO PROCEED WITH THIS RESOLUTION, TO REVOKE THIS RESOLUTION, AT THEIR SOLE DISCRETION, IN WHOLE OR IN PART AT ANY TIME PRIOR TO IT BEING GIVEN EFFECT WITHOUT FURTHER NOTICE TO, OR APPROVAL OF, THE SHAREHOLDERS |
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