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Copper Quest Exploration Inc. — AGM Information 2022
May 19, 2022
47745_rns_2022-05-19_b654a559-d28a-4e57-8ede-b1d239c21f69.pdf
AGM Information
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Interra Copper Corp. Suite 2200, 885 West Georgia Street Vancouver, British Columbia Canada V6C 3E8
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NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 30, 2022
NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “ Meeting ”) of the holders of common shares (“ Shareholders ”) of INTERRA COPPER CORP. (the “ Company ”) will be held by teleconference on Thursday, June 30, 2022, at 10:00 a.m ., ( Pacific Time ) for the following purposes:
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to receive and consider the audited financial statements of the Company, together with the notes thereto and the auditor’s report thereon, for the financial year ended December 31, 2021;
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to fix the number of directors to be elected at the Meeting at four (4);
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to elect directors of the Company to hold office until the next annual general meeting of Shareholders;
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to appoint D&H Group LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration to be paid to the auditor;
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to consider and, if deemed advisable, to pass an ordinary resolution to approve certain amendments to the Company’s 20% rolling equity incentive plan and to ratify, confirm and approve the equity incentive plan, as amended, as more particularly described in the Company’s Management Information Circular dated May 12, 2022 (the “Information Circular”); and
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to transact such further or other business as may be properly brought before the Meeting or at any continuation of the Meeting following an adjournment or postponement thereof.
The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Shareholders are advised to review the Information Circular before voting.
Although no other matters are contemplated, the Meeting may also consider the transaction of such other business, and any permitted amendment to or variation of any matter identified in this Notice, as may properly come before the Meeting or any adjournment thereof. Accompanying this Notice is a (i) form of proxy or voting instruction form, and (ii) request for financial statements form.
The board of directors of the Company (the “ Board ”) has fixed the close of business on May 12, 2022, as the record date for the determination of the Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournment thereof. Registered shareholders and duly appointed proxyholders wishing to attend, ask questions and vote at the Meeting should follow the teleconference registration process below.
TELECONFERENCE REGISTRATION
Registered Shareholders and proxyholders who have completed the Company’s teleconference registration process will be able to attend the Meeting via teleconference. Non-registered Shareholders who have appointed themselves as proxyholder through their intermediary will also be permitted to attend the Meeting via teleconference. Non-registered Shareholders who have not duly appointed themselves as proxyholder will not be permitted to attend the Meeting. This procedure is in place to ensure that the Company and its transfer agent can verify the identity of attending Shareholders. The Company and its transfer agent do not have a record of the Company’s non-registered Shareholders and, as a result, will have no knowledge of their shareholdings or entitlement to vote unless they appoint themselves as proxyholder. Please refer to the “Appointment of Proxy” and “Advice to Non-Registered Shareholders” sections of the Information Circular for additional information.
TELECONFERENCE REGISTRATION PROCESS
Advance registration for the Meeting is required by emailing the following information to [email protected]:
(a) the name of the Shareholder in which common shares of the Company are held; and
(b) an email address and/or telephone number at which a Company representative may contact such Shareholder in order to provide the teleconference number, Meeting ID and passcode, or request additional information, as necessary.
The teleconference number will be provided only to Shareholders and proxyholders who complete the teleconference registration process.
In order to streamline the Meeting process, the Company encourages Shareholders to vote in advance of the Meeting using the form of proxy or voting instruction form provided with the Information Circular and submit votes no later than June 28, 2022, at 10:00 a.m. (Pacific Time), the cut-off time for the deposit of proxies prior to the Meeting, or such earlier time as may be directed in the form.
DATED at Vancouver, British Columbia, this 12[th] day of May, 2022 .
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Jason Nickel Jason Nickel Chief Executive Officer and Director