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BLACK GOLD EXPLORATION — Proxy Solicitation & Information Statement 2025
Jul 1, 2025
48490_rns_2025-06-30_51b28714-b211-4b69-9fcc-5581fe0901c0.pdf
Proxy Solicitation & Information Statement
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NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JULY 31, 2025
You are receiving this notification because BGX - Black Gold Exploration Corp. (the “Corporation”) has opted to use the “notice and access” model for the delivery of its management information circular (the “Information Circular”) to the holders (the “Shareholders”) of common shares in the capital of the Corporation in respect of its annual general and special meeting of Shareholders to be held on Thursday, July 31, 2025 (the “Meeting”).
Under “notice and access” instead of receiving paper copies of the Information Circular, Shareholders are receiving this notice with information on how to access the Information Circular electronically. Shareholders will also be receiving a proxy or voting instruction form, as applicable, together with this notification to use to vote at the Meeting.
The use of this alternative means of delivery is more environmentally friendly and more economical. It reduces the Corporation’s paper use and it also reduces the Corporation’s printing and mailing costs.
MEETING DATE AND LOCATION
WHEN: Thursday, July 31, 2025
WHERE: 2400 - 1055 West Georgia Street
Vancouver, B.C., Canada, V6E 3P3
3:00 P.M Pacific Time
SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS AT THE MEETING:
- FINANCIAL STATEMENTS: to receive and consider the consolidated audited financial statements of the Corporation for the years ended December 31, 2023 and December 31, 2024, together with the auditor’s reports thereon.
- APPOINTMENT AND REMUNERATION OF AUDITORS: to appoint Buckley Dodds CPA, as auditor of the Corporation for the ensuing year and to authorize the directors to fix their remuneration. See the section entitled “Appointment of Auditors” in the Information Circular.
- FIX THE NUMBER OF DIRECTORS: to set the number of directors of the Corporation at three (3). See the section entitled “Number of Directors” in the Information Circular.
- ELECTION OF DIRECTORS: to elect three (3) directors of the Corporation for the ensuing year. See the section entitled “Election of Directors” in the Information Circular.
- APPROVAL OF OMNIBUS EQUITY INCENTIVE PLAN: to pass a resolution providing the approval of the Corporation’s Omnibus Equity Incentive Plan. See the section entitled “Omnibus Equity Incentive Plan” in the Information Circular.
- OTHER BUSINESS: to transact such further or other business as may properly come before the Meeting or any adjournment or postponement thereof.
SHAREHOLDERS ARE REMINDED TO REVIEW THE INFORMATION CIRCULAR PRIOR TO VOTING.
WEBSITES WHERE THE INFORMATION CIRCULAR IS POSTED:
The Information Circular can be viewed online under the Corporations profile at www.sedarplus.ca or on the Corporation’s website at www.eproxy.ca/BGX/2025AGSM
The Financial Statement Request Card will be mailed to Shareholders together with the proxy or voting instruction form, as applicable, and this notification to use to vote at the Meeting.
HOW TO OBTAIN PAPER COPIES OF THE INFORMATION CIRCULAR
Shareholders may request paper copies of the Information Circular and other meeting materials, including the audited consolidated financial statements of the Corporation for the years ended December 31, 2024 and 2023 and the reports of the auditors thereon and related Management’s Discussion and Analysis, by first class mail, courier or the equivalent at no cost to the shareholder. Requests must be made by email to [email protected] or by calling toll-free at 1-888-787-0888. Requests may be made up to one year from the date the Information Circular was filed on SEDAR.
For Shareholders who wish to receive paper copies of the Information Circular in advance of the voting deadline, requests must be received no later than July 22, 2025. The Information Circular will be sent to such Shareholders within three business days of their request if such requests are made before the Meeting. Following the Meeting, the Information Circular will be sent to such Shareholders within ten days of their request.
Requests must be made by email to [email protected] or by calling toll-free at 1-888-787-0888.
VOTING
YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your securities, you must vote using the method set out in the enclosed voting instruction form or proxy.
Registered Holders are asked to return their proxies using the following methods by the proxy deposit date noted on the proxy, which is by 3:00 P.M. Pacific Time on Tuesday, July 29, 2025:
ONLINE: Go to www.eproxy.ca and follow the instructions.
EMAIL: Send to [email protected]
FACSIMILE: Fax to Endeavor Trust Corporation. at 604-559-8908.
MAIL: Complete the form of proxy or any other proper form of proxy, sign it and mail it to:
Endeavor Trust Corporation
Suite 702, 777 Hornby Street,
Vancouver, BC V6Z 1S4
Beneficial Holders are asked to return their voting instructions using the following methods at least one business day in advance of the proxy deposit date noted on your voting instruction form:
INTERNET: Go to proxyvote.com and follow the instructions.
MAIL: Complete the voting instruction form, sign it and mail it in the envelope provided.
Shareholders with questions about notice and access can call toll free at 1-888-787-0888.