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BLACK GOLD EXPLORATION — Proxy Solicitation & Information Statement 2025
Jul 1, 2025
48490_rns_2025-06-30_b974dca4-0227-4ec2-bdb8-dc1193e35792.pdf
Proxy Solicitation & Information Statement
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NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING
BGX - BLACK GOLD EXPLORATION CORP.
2400 - 1055 West Georgia Street
Vancouver, B.C., V6E 3P3
Telephone: (236) 266 5174
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of shareholders of BGX - Black Gold Exploration Corp. (the "Company") will be held at the offices of 2400-1055 West Georgia St., Vancouver, BC V6E 3P3, on Thursday, July 31, 2025, at the hour of 3:00 p.m. Pacific Time for the following purposes:
(1) to receive the audited financial statements of the Company for the fiscal years ended December 31, 2024 and 2023, and the accompanying reports of the auditors;
(2) to set the number of directors of the Company at three (3);
(3) to elect Francisco Gulisano, Michael Sato, and Roger Lui as directors of the Company;
(4) to appoint Buckley Dodds CPA as the auditors of the Company for the fiscal year ending December 31, 2025 and to authorize the directors of the Company to fix the remuneration to be paid to the auditors for the fiscal year ending December 31, 2025;
(5) to ratify and approve the Company's Omnibus Equity Incentive Plan; and
(6) to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.
The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Annual General and Special Meeting (the "Notice of Meeting").
The Company's board of directors has fixed June 17, 2025 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.
If you are a registered shareholder of the Company and unable to attend the Meeting in person, you are able to vote by proxy by following the instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.
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If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, or a trustee or administrator of a retirement savings plan, retirement income fund, education savings plan or other similar savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing, that holds your securities on your behalf (each, an "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.
DATED at Vancouver, British Columbia, this 17th day of June 2025.
By Order of the Board of Directors of
BGX – BLACK GOLD EXPLORATION CORP.
"Francisco Gulisano"
Francisco Gulisano
Chief Executive Officer, Director
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.