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AsiaBaseMetals Inc. — Proxy Solicitation & Information Statement 2025
Jul 30, 2025
46473_rns_2025-07-30_d156d9aa-9aa3-4cf8-ba08-1f91d4f783bf.pdf
Proxy Solicitation & Information Statement
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ASIABASEMETALS INC.
6153 Glendalough Place
Vancouver, British Columbia V6N 1S5
Tel: (604) 765-2030
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of the shareholders of AsiaBaseMetals Inc. (the "Company") will be held at the offices of DuMoulin Black LLP, 15th Floor, 1111 West Hastings Street, Vancouver, British Columbia, on September 4, 2025 at 10:00 a.m. (Vancouver Time) for the following purposes:
- to receive the audited financial statements of the Company for the fiscal year ended September 30, 2024 together with the auditors' report thereon;
- to fix the number of directors at four (4) for the ensuing year;
- to elect directors for the ensuing year as described in the Information Circular accompanying this Notice;
- to re-appoint Manning Elliott LLP, Chartered Professional Accountants, as the Company's auditors for the ensuing fiscal year at a remuneration to be fixed by the directors;
- to consider and, if thought fit, to pass, with or without variation, an ordinary resolution to approve the Company's 10% rolling stock option plan; and
- to transact such further or other business as may properly come before the Meeting and any adjournment(s) thereof.
The specific details of the foregoing matters to be put before the Meeting are set forth in the information circular (the "Circular") accompanying this notice. The audited consolidated financial statements and related MD&A for the Company for the financial year ended September 30, 2024 have already been mailed to those shareholders who have previously requested to receive them. Otherwise, they are available upon request to the Company or they can be found on the Company's profile on the Canadian System for Electronic Document Analysis and Retrieval ("SEDAR+") at www.sedarplus.ca.
The Board of Directors of the Company has by resolution fixed the close of business on July 22, 2025 as the record date, being the date for the determination of the registered holders of common shares of the Company entitled to notice of and to vote at the Meeting and any adjournment(s) thereof.
This notice is accompanied by the Circular, a form of proxy and a supplemental mailing list return card.
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Shareholders are encouraged to complete proxies where possible or appropriate before considering attending the Meeting in person. If the Company decides to make any change, such as to the date or location, or to hold the Meeting solely by remote communication, the Company will announce the change in advance and post details, including instructions on how shareholders can participate, on SEDAR+. At this time, the Company does not plan to provide a fully virtual or remote meeting due to cost, administrative and technical requirements. However, to listen to the Meeting, you can dial in by telephone conference call, although dialing in shall not constitute attendance and does not entitle you to vote. The Teams meeting information is as follows:
Teams Dial-In: +1 647-794-5625
Teams Phone conference ID: 603 881 578#
As described in the "notice and access" notification mailed to shareholders of the Company, the Company has opted to deliver its Meeting materials to shareholders by posting them on its website at https://asiabasemetals.com/agm-materials and under the Company's profile on SEDAR+ at www.sedarplus.ca. The use of this alternative means of delivery is more environmentally friendly and more economical as it reduces the Company's paper and printing use and thus reduces the Company's printing and mailing costs. The Meeting materials will be available on the Company's website for one full year.
Shareholders who wish to receive paper copies of the Meeting materials prior to the meeting may request copies from the Company by calling (604) 765-2030 or by sending an email to [email protected] no later than August 28, 2025.
Proxies to be used at the Meeting must be deposited with the Company, c/o the Company's transfer agent, Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 no later than 10:00 a.m. (Vancouver time) on Monday, September 2, 2025, or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the date on which the Meeting or any adjournment(s) thereof is held. See also the form of proxy for instructions as to the use of telephone and internet voting.
Non-registered shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form.
DATED at Vancouver, British Columbia, this 22nd day of July, 2025.
BY ORDER OF THE BOARD
"Rajinder Chowdhry"
RAJINDER CHOWDHRY
President, Chief Executive Officer,
Chairman and a Director
NOTICE REGARDING USE OF NOTICE-AND-ACCESS PROCEDURES FOR ANNUAL GENERAL MEETING MATERIALS
You are receiving this notification as AsiaBaseMetals Inc. (the "Company") has decided to use the notice-and-access procedures for the delivery of meeting materials to its shareholders in respect of its annual general meeting of shareholders to be held on September 4, 2025 (the "Meeting").
Under notice-and-access, instead of receiving paper copies of the Company's management information circular for the Meeting (the "Proxy Circular"), shareholders are receiving this notice with information on how they may access the Proxy Circular electronically. However, together with this notice, shareholders as of July 22, 2025, the record date of the Meeting, continue to receive a Notice of Meeting and a proxy or voting instruction form, as applicable, enabling them to vote at the Meeting. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and it will also reduce the Company's printing and mailing costs in respect of the Meeting.
MEETING DATE AND LOCATION
WHEN: 10:00 am (Pacific Time)
WHERE: DuMoulin Black LLP
15th Floor, 1111 West Hastings Street, Vancouver, British Columbia,
SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS:
- FIXING THE NUMBER OF DIRECTORS: To fix the number of directors of the Company at four (4). See the section entitled "Election of Directors" in the Proxy Circular.
- ELECTION OF DIRECTORS: To elect directors of the Company for the ensuing year. See the section entitled "Election of Directors" in the Proxy Circular.
- APPOINTMENT OF AUDITOR: To appoint Manning Elliott LLP, Chartered Professional Accountants as auditor of the Company for the ensuing year and to fix the auditor's remuneration. See the section entitled "Appointment of Auditor" in the Proxy Circular.
- APPROVAL OF STOCK OPTION PLAN: To consider and, if thought fit, to pass an ordinary resolution ratifying and approving the stock option plan. See the section entitled "Particulars of Other Matters to be Acted Upon – Approval of Stock Option Plan" in the Proxy Circular.
- OTHER MATTERS: Shareholders may be asked to consider other items of business that may be properly brought before the Meeting. Information respecting the use of discretionary authority to vote on any such other business may be found in the "Voting by Proxy" section of the Proxy Circular.
SHAREHOLDERS ARE REMINDED TO REVIEW THE PROXY CIRCULAR PRIOR TO VOTING.
WEBSITES WHERE MEETING MATERIALS ARE POSTED
The Proxy Circular and the Company's audited annual financial statements being placed before the
Meeting and related MD&A can be viewed online under the Company's profile at www.sedarplus.ca (Canada) or at https://asiabasemetals.com/agm-materials and select the "2025 Annual General Meeting" from the menu under the "Investors" page.
HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS
Shareholders may request paper copies of the Proxy Circular be sent to them by postal delivery at no cost to them. Requests for the Proxy Circular may be made up to one year from the date the Proxy Circular was filed on www.sedarplus.ca.
For more information regarding notice-and-access or to obtain a paper copy of the Proxy Circular you may contact our transfer agent, Computershare Investor Services Inc., via www.computershare.com or by phone at 1-866-962-0498 (toll-free within Canada and the U.S.) or 1-514-982-8716 (outside Canada and the U.S.).
Requests for paper copies should be made as soon as possible but must be received no later than August 28, 2025 at 4:00 p.m. (Pacific Time) in order to receive the Proxy Circular in advance of the proxy deposit date and Meeting. A Proxy Circular will be sent to such shareholders within three business days of a request if such request is made before the Meeting.
Unless you request a paper copy in the manner described above, the Company will deliver paper copies only to those shareholders who elected to receive a paper copy of the Company's meeting materials by ticking the appropriate box in the form of proxy or voting instruction form provided to them in respect of last year's annual general meeting. This election only applies to the meeting materials for this year and expires after the Meeting unless the shareholder elects to receive paper copies again this year.
RETURN OF PROXY OR VOTING INSTRUCTION FORM
You will receive either a Form of Proxy or a Voting Instruction Form with this Notice which allows you to appoint a proxyholder to represent you at the Meeting and to direct your proxyholder how to vote at the Meeting on your behalf. (You may appoint yourself as proxyholder if you wish to attend and vote in person.) You may vote by returning the Form of Proxy or the Voting Instruction Form by mail or facsimile, or providing your instructions by the internet. The Form of Proxy or the Voting Instruction Form provides the phone or facsimile number, website and mailing address to use to return your Form of Proxy or Voting Instruction Form. A more detailed explanation of how to vote appears in the sections entitled "Appointment of Proxyholder", "Voting by Proxy", "Completion and Return of Proxy" and "Non-Registered Holders" in the Proxy Circular. Completed Forms of Proxy must be deposited at the office of the Company's registrar and transfer agent not later than 10:00 a.m. (Vancouver time) on September 2, 2025, or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the date on which the Meeting or any adjournment(s) thereof is held, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.