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Avanti Gold Corp. Proxy Solicitation & Information Statement 2025

Nov 19, 2025

47244_rns_2025-11-19_a67fa01a-ef23-48c9-b084-8c6e82482b5f.pdf

Proxy Solicitation & Information Statement

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AVANTI GOLD CORP.
Suite 1100-1111 Melville Street
Vancouver, British Columbia, V6E 3V6

NOTICE OF ANNUAL GENERAL MEETING

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of shareholders of Avanti Gold Corp. (the "Company") will be held at Suite 1100- 1111 Melville Street Vancouver, British Columbia, V6E 3V6 on Tuesday, December 16th, 2025, at the hour of 10:00 a.m. (Vancouver time) for the following purposes:

  1. to receive the audited financial statements of the Company for the financial year ended April 30, 2025, and the accompanying report of the auditors;
  2. to set the number of directors of the Company at Six (6);
  3. to elect the Board of Directors of the Company for the ensuing year;
  4. to appoint WDM Chartered Professional Accountants as the auditors of the Company for the financial year ending April 30, 2026 and to authorize the directors of the Company to fix the remuneration to be paid to the auditors for the financial year ending April 30, 2026;
  5. to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

Accompanying this Notice of Meeting is a management information circular (the "Circular"), which provides additional information relating to the business to be conducted at the Meeting, a form of proxy (the "Proxy") or voting instruction form (the "VIF"), and a form whereby Shareholders may request that the Company's annual and/or interim financial statements and corresponding management's discussion and analysis be mailed to them.

The board of directors of the Company has fixed a record date as of the close of business on November 7, 2025 for purpose of determining the Shareholders of record that will be entitled to receive notice of and to vote at the Meeting or any adjournment or postponement thereof.

Shareholders who wish to listen to the live webcast of the Meeting, rather than attend in person, are encouraged to vote in advance of the Meeting. Shareholders cannot vote their Common Shares (as defined below) at the Meeting if they are listening via the webcast. Please follow the below instructions to access the live webcast:

The link below is a registration link to be followed by a Zoom link on confirmation.

https://us02web.zoom.us/webinar/register/WN_4IDI5NSCSRWgl9avZCI1mg


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Notice and Access

The Company is not using the notice-and-access procedures ("Notice and Access") under the Canadian Securities Administrators' National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer for the delivery of the Circular for the Meeting to its Shareholders.

Proxies are being solicited by management of the Company. Registered Shareholders who are unable to be present in person at the Meeting are requested to date, complete and sign the enclosed Proxy and return it in the addressed envelope provided for that purpose (or use the communication means provided in the Proxy). To be valid, the completed Proxy must be deposited with the Company's transfer agent, Endeavor Trust Corporation (the "Transfer Agent") at the following address: Endeavor Trust Corporation, Proxy Department, 702-777 Hornby Street, Vancouver BC V6Z1S4 not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment or postponement thereof. If you are a non-registered Shareholder and receive a VIF from the Transfer Agent, please complete and return the VIF in accordance with the instructions provided by the Transfer Agent. If you do not complete and return the VIF in accordance with such instructions, you may lose your right to vote at the Meeting.

If you are a non-registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you do not complete and return the materials in accordance with such instructions, you may lose your right to vote at the Meeting.

DATED at Vancouver, British Columbia, this 9th day of November 2025

By Order of the Board of Directors of

AVANTI GOLD CORP.

"Sir Samuel Jonah"

Director and Chairman of the Board

The enclosed materials are being sent to both registered and non-registered Shareholders. If you are a non-registered Shareholder and the Company or its agents have sent these materials directly to you, your name and address and information about your holdings of common shares of the Company ("Common Shares"), have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding your Common Shares on your behalf.

Avanti Gold Information Circular