Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Aris Mining Corporation AGM Information 2021

Apr 26, 2021

43058_rns_2021-04-26_8311b0ef-c790-45fe-b758-18f277c20bdb.pdf

AGM Information

Open in viewer

Opens in your device viewer

GRAN COLOMBIA GOLD CORP. 401 Bay Street - Suite 2400 Toronto, Ontario M5H 2Y4

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD THURSDAY, MAY 27, 2021

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “ Meeting ”) of the shareholders of GRAN COLOMBIA GOLD CORP. (the “ Corporation ”) will be held virtually on Thursday, May 27, 2021 at 9:00 a.m. (Toronto time) via live audio webcast at https://web.lumiagm.com/205152606, for the following purposes:

  1. to receive the audited consolidated financial statements of the Corporation for the fiscal year ended December 31, 2020, together with the report of the auditors thereon;

  2. to fix the number of directors to be elected at the Meeting at six (6);

  3. to elect the directors of the Corporation for the ensuing year;

  4. to appoint KPMG LLP as auditors of the Corporation for the ensuing year at a remuneration to be fixed by the directors;

  5. to consider and, if deemed advisable, to pass, with or without variation, a special resolution (the “ Alteration Resolution ”), the full text of which is set out in Schedule A to the accompanying management information circular (the “ Circular ”), authorizing amendments to the Corporation’s Notice of Articles and Articles under the Business Corporations Act (British Columbia) to: (i) increase the quorum requirements for future meetings of shareholders of the Corporation to two persons representing 25% of the issued shares entitled to vote at the meeting; (ii) increase the quorum requirements for future meetings of the directors of the Corporation to 50% of the number of directors; (iii) establish a limit on the maximum number of preferred shares that the Corporation is authorized to issue; and (iv) require shareholder approval by way of special resolution for the creation of any new classes or series of shares, all as more particularly described in the Circular;

  6. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution (the “ Share Issuance Resolution ”), the full text of which is set out in Schedule A to the Circular, authorizing and approving the issuance of up to 43,641,774 common shares of the Corporation (the “ GCM Common Shares ”) in connection with the proposed acquisition by the Corporation of all of the outstanding common shares of Gold X Mining Corp. (“ Gold X ”) not already owned by the Corporation, including GCM Common Shares issuable upon the exercise of warrants of Gold X following the effective date of the Arrangement (as defined below), which warrants will entitle the holder thereof to acquire GCM Common Shares in lieu of each common share of Gold X which such holder would otherwise have been entitled to receive upon such exercise, in connection with the proposed plan of arrangement of Gold X under the provisions of Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “ Arrangement ”) involving the Corporation and Gold X to be completed pursuant to the terms and subject to the conditions of the arrangement agreement dated March 14, 2021 between the Corporation and Gold X, all as more particularly described in the Circular; and

  7. to transact such other business as may properly come before the Meeting or any adjournment thereof.

The Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this notice of meeting (the “ Notice of Meeting ”).

The board of directors of the Corporation has fixed the close of business on April 12, 2021 as the record date for the purpose of determining shareholders entitled to receive notice of and vote at the Meeting.

Gran Colombia Gold Corp.

Page 1

Each GCM Common Share of the Corporation will entitle the holder to one vote at the Meeting. The Alteration Resolution must be approved by at least 66 2/3% of the votes cast by the shareholders present virtually or represented by proxy at the Meeting. Each other resolution, other than in respect of the election of directors of the Corporation and the appointment of the auditors of the Corporation, must be approved by a majority of the votes cast by the shareholders present virtually or by proxy at the Meeting.

There is ongoing uncertainty surrounding the public health impact of the novel coronavirus (“ COVID19 ”). As part of the Corporation’s social responsibility and preparedness plans in response to COVID-19, the Corporation has determined to hold the Meeting virtually via a live audio webcast as a prudent step to ensure the health and safety of shareholders, employees and the communities in which we live. All shareholders, regardless of their geographic location and equity ownership, will have an equal opportunity to participate in the Meeting and engage with directors and management of the Corporation as well as with other shareholders. The Corporation anticipates returning to in-person meetings in the future when it is safe and advisable to do so.

Registered shareholders and duly appointed proxyholders, including non-registered (beneficial) shareholders who have duly appointed themselves as proxyholders, will be able to attend, participate, vote and submit questions at the Meeting online at https://web.lumiagm.com/205152606. Non-registered shareholders (being shareholders who hold their shares through a securities dealer or broker, bank, trust company or trustee, custodian, nominee or other intermediary) who have not duly appointed themselves as their proxy will be able to attend the Meeting only as guests. Guests will be able to listen to the Meeting but will not be able to vote or ask questions. Inside this document, you will find important information and detailed instructions about how to participate in the Meeting.

Shareholders who are unable to attend the Meeting virtually are requested to read, complete, sign and mail the enclosed form of proxy or to vote electronically in accordance with the instructions set out in the proxy and in the Circular accompanying this Notice of Meeting. Non-registered shareholders must seek instruction on how to complete their form of proxy and vote their shares from their broker, trustee, financial institution or other nominee.

Following the conclusion of the formal business to be conducted at the Meeting, the Corporation will invite questions and comments from shareholders participating through the LUMI meeting platform who may submit their questions or comments by clicking on the messaging icon within the LUMI meeting platform to type their message or question. Messages or questions can be submitted at anytime during the Q&A session and until such time as the Chair ends the session.

The Corporation has elected to deliver this Notice of Meeting and the accompanying Management Information Circular and form of proxy (collectively, the “ Meeting Materials ”) to shareholders by posting the Meeting Materials on its website at www.grancolombiagold.com in accordance with the notice and access notification mailed to shareholders of the Corporation. The use of the notice and access procedures under applicable securities laws will reduce the Corporation’s printing and mailing costs and is more environmentally friendly by reducing the use of paper. The Meeting Materials will be available on the Corporation’s website as of April 26, 2021, and will remain on the website for one (1) full year thereafter. The Meeting Materials will also be available under the Corporation’s profile on SEDAR at www.sedar.com as of April 26, 2021.

All shareholders will receive a notice and access notification containing information on how to obtain electronic and paper copies of the Meeting Materials in advance of the Meeting. Shareholders wishing to receive paper copies of the Meeting Materials can request them from the Corporation by calling TSX Trust Company toll-free in North America at 1-866-600-5869 or by email at [email protected]. The Corporation will mail paper copies of the Meeting Materials to requesting shareholders at no cost to them within three business days of their request, if such requests are made before the Meeting.

If you have any questions or require assistance in completing your proxy or voting information form, please contact the proxy solicitation agent, Gryphon Advisors Inc., by telephone at 1-833-292-5847 (toll-

Gran Colombia Gold Corp.

Page 2

free in North America) or 416-902-5565 (collect call outside North America), or by email at [email protected].

Dated at Toronto, Ontario this 16th day of April, 2021.

BY ORDER OF THE BOARD

(signed) “Lombardo Paredes Arenas” Lombardo Paredes Arenas Chief Executive Officer

Gran Colombia Gold Corp.

Page 3