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Awale Resources Limited AGM Information 2022

Oct 14, 2022

47343_rns_2022-10-14_e7448104-05a4-4b9b-8438-9378480be4c2.pdf

AGM Information

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Phone: 604-410-2277/Fax: 604-410-2275

AWALÉ RESOURCES LTD.

Mission, BC V4S 1E7

Notice of Annual General Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders (the “ Meeting ”) of Awalé Resources Ltd., (the “ Company ”) will be held in person in Mission, British Columbia, Canada on Monday, November 07, 2022 at 4:00 p.m. (Vancouver Time), however, because of the ongoing COVID-19 pandemic, Shareholders are strongly urged to complete and send their proxies to Computershare Investor Services and not attend the Meeting in person. Due to possible health and safety issues, reservations will be required, please call (604) 4102277 to place your reservation. Shareholders will be asked to vote for the following purposes:

  1. To receive and consider the audited financial statements of the Company for the financial year ended December 31, 2021, together with the report of the auditors thereon;

  2. To fix the number of Directors of the Company at THREE;

  3. To elect Directors of the Company for the ensuing year;

  4. To appoint Ernst & Young, Chartered Professional Accountants, as auditors of the Company for the ensuing year and to authorize the Directors to fix their remuneration;

  5. To consider and, if thought advisable, to pass an ordinary resolution of the shareholders, ratifying and approving of the Company’s restricted share unit plan, as more particularly described in the accompanying Management Information Circular;

  6. To consider and, if thought advisable, to pass an ordinary resolution of the shareholders, ratifying and approving the Company’s stock option plan (the “Option Plan”), as more particularly described in the accompanying Management Information Circular;

  7. To consider and, if thought advisable, to pass, an ordinary resolution of the shareholders, ratifying, confirming and approving the stock option price amendment as more particularly described in the accompanying Management Information Circular;

  8. To consider and, if thought advisable, to pass, with or without amendment, an ordinary resolution approving the Company ’ s acquisition of the outstanding shares of Colossal Gold Resources Limited, all as more particularly described in the Management Information Circular accompanying this Notice; and

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

The specific details of the foregoing matters to be put before the Meeting are set forth in the Management Information Circular (the “ Circular ”) accompanying this notice. The Company’s audited financial statements for the financial year ended December 31, 2021 are available upon request to the Company or they can be found as filed on SEDAR at www.sedar.com. This notice is accompanied by the Circular, either a form of proxy for registered shareholders or a voting instruction form for beneficial shareholders and a supplemental mailing list return card. Shareholders who are unable to attend the Meeting in person are requested to complete, date and sign the enclosed form of proxy and to return it in the envelope provided for that purpose.

The Board of Directors of the Company has, by resolution, fixed the close of business on Friday, September 9, 2022, 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 or adjournments thereof.

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, 9th Floor, Toronto, Ontario, M5J 2Y1 no later than 4:00 p.m. (Vancouver Time) on November 3, 2022 , or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the date on which the Meeting or any adjournment thereof is held.

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.

ADDITIONAL MEASURES IN RESPONSE TO COVID-19 (CORONAVIRUS)

Due to the uncertainty regarding restrictions on in-person gatherings due to COVID 19 at the time of the Meeting the Company reserves the right to take any additional precautionary measures it deems appropriate in relation to the Meeting in response to further developments in respect of the COVID-19 outbreak including, if considered necessary or advisable, providing a virtual webcast version of the Meeting and/or hosting the Meeting solely by means of remote communication, placing restrictions on in-person attendance, or postponing or adjourning the Meeting. Changes to the Meeting date and/or means of holding the Meeting may be announced by way of news release. If applicable and as appropriate, the Company will provide required information on the logistical details of a virtual or hybrid Meeting including how a shareholder can remotely access, participate in and vote at a Meeting. An amended Circular will not be mailed out in the event of changes to the Meeting format.

DATED at Mission, British Columbia this 7[th ] day of October, 2022.

BY ORDER OF THE BOARD

(Signed) “Glen Parsons” Chief Executive Officer

PLEASE VOTE. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED FORM OF PROXY AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED.