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AYA GOLD & SILVER INC. Proxy Solicitation & Information Statement 2020

May 22, 2020

46317_rns_2020-05-22_de861c18-b181-4405-b3dd-2b14b0f75bf4.pdf

Proxy Solicitation & Information Statement

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NOTICE is hereby given that an annual and special meeting of the shareholders of Maya Gold & Silver Inc. (the “ Corporation ” or “ Maya ”) will be held on Friday, June 19, 2020 at 10:00 a.m. (Eastern Time) (the “ Meeting ”), for the following purposes:

  1. to receive the Audited Consolidated Financial Statements of the Corporation for the fiscal year ended December 31, 2019, together with the Report of the Auditors thereon;

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

  3. to appoint Raymond Chabot Grant Thornton LLP, as auditors of the Corporation for the fiscal year 2020 and to authorize the Board of Directors to fix their remuneration;

  4. to consider and if thought advisable, to pass, with or without amendment, a special resolution approving an amendment to the Articles of the Corporation so as to change its corporate name to “Aya Gold & Silver Inc. / Aya Or & Argent Inc.”, as more particularly described in the Management Proxy Circular; and

  5. to transact such further and other business as may properly be brought before the Meeting or any adjournment or adjournments thereof.

The Management Proxy Circular and a Proxy Form for the Meeting are enclosed herewith. Additional information relating to the matters to be put before the Meeting is set forth in the Management Proxy Circular which accompanies this notice.

DATED at Montréal, Québec, this 18[th] day of May, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

(s) Benoit La Salle

Benoit La Salle President and Chief Executive Officer

IMPORTANT

The meeting will be held in a virtual only format, which will be conducted via live audio webcast. Registered shareholders and duly appointed proxyholders will be permitted to attend the virtual meeting, ask questions and vote, all in real time, provided they are connected to the internet and have logged in at https://web.lumiagm.com/237917800. You have to be connected to the internet at all times to be able to vote – it’s your responsibility to make sure you stay connected for the entire meeting. The Corporation invites Shareholders to read the “Virtual AGM User Guide” attached to the Management Proxy Circular and to review the meeting materials before voting.

Holders of shares may exercise their rights by attending the virtual Meeting or by completing a Proxy Form. Those who are unable to attend the virtual Meeting are urged to complete and sign the enclosed Proxy Form and return it to Computershare Investor Services Inc. by mail, Proxy Department, 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, or by fax at 1-866-249-7775 (within North America) or 416-263-9524 (outside North America), before 5:00 p.m. on Wednesday, June 17, 2020. A person appointed as proxy need not be a shareholder of the Corporation. Holders of shares may also exercise their voting rights (i) by calling the toll-free number 1-866-732-8683 or any other number indicated on the Proxy Form or the voting instruction form or (ii) by going to the following website: www.investorvote.com. For any additional information concerning this matter, please contact Computershare Investor Services Inc. by calling at no charge at 1-800-564-6253 (within North America) and at 514982-7555 (outside North America) or by e-mail at [email protected].