EX-99.1 7 d933964dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

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PROXY DELMAR PHARMACEUTICALS, INC. PROXY FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD AUGUST 14, 2020 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED The undersigned hereby constitutes and appoints Saiid Zarrabian and Scott Praill, and each of them, as proxies with full power of substitution, to represent and vote all of the shares which the undersigned is entitled to vote at the Special Meeting of Stockholders (the “Special Meeting”) of DelMar Pharmaceuticals, Inc. (the “Company”) in such manner as they, or any of them, may determine on any matters which may properly come before the Special Meeting or any adjournments thereof and to vote on the matters set forth on the reverse side as directed by the undersigned. The Special Meeting will be held virtually on August 14, 2020, at 12:00 p.m. Eastern time, and at any and all adjournments thereof. The undersigned hereby revokes any proxies previously given. In order to attend the virtual meeting, you must pre-register at www.viewproxy.com/delmarpharma/sm/2020 by 11:59 p.m. on August 12, 2020. This Proxy is solicited by the Board of Directors of DelMar Pharmaceuticals, Inc. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. (Continued, and to be marked, dated and signed, on the other side) t FOLD AND DETACH HERE AND READ THE REVERSE SIDE t Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held August 14, 2020 The Proxy Statement/Prospectus is available at: www.viewproxy.com/delmarpharma/sm/2020


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Please mark your votes like this x THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 THROUGH 5. 1. to approve, pursuant to the rules of the Nasdaq Stock Market, the issuance of (i) shares of designees) in consideration of advisory services rendered in connection with the DelMar Common Stock issuable to holders of outstanding Adgero Common Stock, pursuant Merger and (vi) shares of DelMar Common Stock underlying warrants to purchase to the terms of the Agreement and Plan of Merger and Reorganization, dated as of June 9, Series C Convertible Preferred Stock issued to the placement agent in connection 2020 (as may be amended from time to time, the “Merger Agreement”), by and among DelMar, with the private placement. Adgero Biopharmaceuticals Holdings, Inc. (“Adgero”) and Adgero Acquisition Corp. (“Merger o FOR AGAINST ABSTAIN Sub”), pursuant to which Merger Sub will merge with and into Adgero, with Adgero surviving 2. to approve, pursuant to Nevada Revised Statutes 78.2055, a reverse stock split as a wholly-owned subsidiary of DelMar (the “Merger”), (ii) shares of DelMar Common Stock of only the outstanding shares of DelMar Common Stock and other outstanding underlying warrants to purchase DelMar Common Stock that will be issued in exchange for securities of DelMar (with no change to the authorized capital stock of DelMar) currently outstanding warrants to purchase Adgero Common Stock, pursuant to the terms at a ratio in the range of 2-for-1 to 10-for-1, with such ratio to be determined in of the Merger Agreement, (iii) shares of DelMar Common Stock issuable upon conversion of the discretion of DelMar’s board of directors and with such reverse stock split to shares of Series C Convertible Preferred Stock of DelMar to be issued to investors in a private be effected at such time and date as determined by DelMar’s board of directors placement, which shares of preferred stock will be convertible into shares of DelMar Common in its sole discretion. Stock, (iv) shares of DelMar Common Stock issuable as dividends on the Series C Convertible Preferred Stock, (v) shares of DelMar Common Stock issuable to SternAegis Ventures (or its o FOR AGAINST ABSTAIN 3. to approve an amendment to DelMar’s Articles of Incorporation, as amended, to change DelMar’s corporate name to Kintara Therapeutics, Inc. FOR AGAINST ABSTAIN 4. to approve an amendment to DelMar’s 2017 Omnibus Equity Incentive Plan to increase the number of shares of DelMar Common Stock authorized for issuance DO NOT PRINT IN THIS AREA to 6,700,000. (Stockholder Name & Address Data) o FOR o AGAINST o ABSTAIN 5. to approve the adjournment of the special meeting to a later date or time, if necessary, to solicit additional proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve Proposal No. 1. o FOR o AGAINST o ABSTAIN CONTROL NUMBER WILL ATTEND THE MEETING o NOTE: Please sign exactly as your name or names appear on this card. Joint owners should each sign personally. If signing as a fiduciary or attorney, please give your exact title. Signature Date Signature (Joint Owners) Date t FOLD AND DETACH HERE AND READ THE REVERSE SIDE t As a stockholder of DelMar Pharmaceuticals, Inc. you have the option of voting your shares electronically through the Internet or by telephone, eliminating the need to return the proxy card. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card. Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m., Eastern Standard Time, on August 12, 2020. CONTROL NUMBER PROXY VOTING INSTRUCTIONS Please have your 11-digit control number ready when voting by Internet or Telephone INTERNET TELEPHONE MAIL Vote Your Proxy on the Internet: Vote Your Proxy by Phone: Vote Your Proxy by Mail: Go to Call 1 (866) 804-9616 www.AALVote.com/DMPISM Use any touch-tone telephone to Mark, sign, and date your proxy Have your proxy card available vote your proxy. Have your proxy card, then detach it, and return when you access the above card available when you call. it in the postage-paid envelope website. Follow the prompts to Follow the voting instructions to provided. vote your shares. vote your shares. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY