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Cassiar Gold Corp. — Proxy Solicitation & Information Statement 2026
Feb 24, 2026
46664_rns_2026-02-23_881f7492-907c-4fcb-868d-c9b71d05dc2e.pdf
Proxy Solicitation & Information Statement
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CASSIAR GOLD
NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS
Annual Meeting of Shareholders
TO BE HELD ON THURSDAY, MARCH 26, 2026
You are receiving this notification because Cassiar Gold Corp. (the "Company") 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 Company in respect of its annual meeting of Shareholders to be held on Thursday, March 26, 2026 (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 Company's paper use and it also reduces the Company's printing and mailing costs.
MEETING DATE AND LOCATION
Meeting Date and Time: Thursday, March 26, 2026, at 11:00am PST
Location: 1133 Melville Street, Suite 2700, Vancouver, BC V6E 4E5
Please be advised that the proxy materials for the above noted securityholder meeting are available for viewing and downloading online. This document provides an overview of these materials, but you are reminded to access and review the Information Circular and other proxy materials available online prior to voting. These materials are available at:
https://cassiargold.com/investors/
OR
www.sedarplus.ca
Obtaining Paper Copies of the Proxy Materials
Securityholders may request to receive paper copies of the proxy materials related to the above referenced meeting by mail at no cost. Requests for paper copies must be received by March 10, 2026, in order to receive the paper copy in advance of the meeting. Shareholders may request to receive a paper copy of the materials for up to one year from the date the materials were filed on www.sedarplus.ca.
For more information regarding notice-and-access or to obtain a paper copy of the materials you may contact our transfer agent, Odyssey Trust Company, via https://odysseytrust.com/ca-en/help/ or by phone at 1-888-290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America).
Notice of Meeting
The resolutions to be voted on at the meeting, described in detail in the information circular, are as follows:
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FIXING NUMBER OF DIRECTORS: To fix the number of directors of the Company for the ensuing year at six (6). See section entitled "Matters To Be Acted Upon At The Meeting - Fixing the Number of Directors" in the management information circular dated February 12, 2026 (the "Information Circular").
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ELECTION OF DIRECTORS: To elect Marco Roque, Stephen Letwin, Christopher Stewart, Stephen Robertson, Michael Wood and James Maxwell as directors of the Company. See section entitled "Matters To Be Acted Upon At The Meeting – Election of Directors" in the information circular.
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APPOINTMENT OF AUDITORS: To appoint De Visser Gray LLP, Chartered Professional Accountants, as the auditors of the Company for the fiscal year ending September 30, 2026 and to authorize the directors of the Company to fix the auditors' remuneration. See section titled "Matters To Be Acted Upon At The Meeting – Appointment of Auditors" in the Information Circular.
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RATIFICATION OF SHARE OPTION PLAN: To ratify and approve the Company's rolling share option plan which allows for the issuance of that number of common shares as is equal to 10% of the Company's issued and outstanding Common Shares at any given time. See section titled "Matters To Be Acted Upon At The Meeting – Ratification of Share Option Plan" in the Information Circular.
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APPROVAL OF NEW SHARE COMPENSATION PLAN: To consider and, if thought fit, to pass an ordinary resolution to approve a new share compensation plan pursuant to which the aggregate number of common shares of the Company that may be reserved for issuance on the exercise and settlement of equity-based incentive awards in the forms of stock options, restricted share units and deferred share units, at any time, shall not exceed 10% of the issued and outstanding common shares of the Company as at such time. If Shareholder approval is obtained, the new share compensation plan will replace the rolling share option plan indicated above and the Company's current share unit plan, subject to final approval of the TSX Venture Exchange. See section titled "Matters To Be Acted Upon At The Meeting – Approval of New Share Compensation Plan" in the Information Circular.
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OTHER BUSINESS: To transact such further or other business as may properly come before the Meeting or any adjournment or postponement thereof.
Voting
Please note that you cannot vote by returning this notice.
To vote your securities, please refer to the instructions on the enclosed form of proxy or voting instruction form. Your Proxy or Voting Instruction Form must be received by Tuesday, March 24, 2026, at 11:00am PST.
Stratification
The Company is providing paper copies of the Information Circular only to those registered Shareholders and beneficial Shareholders that have previously requested to receive paper materials.
Annual Financial Statements
The Company is providing paper copies or emailing electronic copies of its annual financial statements to registered shareholders and beneficial shareholders that have opted to receive annual financial statements and have indicated a preference for either delivery method.