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Copper Road Resources — AGM Information 2022
Jun 3, 2022
45353_rns_2022-06-03_13cf6b3b-40af-4b1f-9568-d17af0d93aa6.pdf
AGM Information
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STONE GOLD INC. 82 Richmond Street East
Toronto, Ontario M5C 1P1
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the annual and special meeting (the “ Meeting ”) of the shareholders (“ Shareholders ”) of Stone Gold Inc. (the “ Corporation ”) will be held at the offices of the Corporation at Suite 1101, 141 Adelaide Street West, Toronto, Ontario at 10:00 a.m. (Toronto time) on June 27, 2022 for the following purposes, all as more particularly described in the enclosed management information circular (the “ Circular ”):
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to receive the audited annual financial statements of the Corporation for the financial years ended December 31, 2021 and 2020, together with the auditor’s report thereon;
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to fix the number of directors of the Corporation to be elected at the Meeting as more particularly described in the Circular;
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to elect the directors of the Corporation for the ensuing year;
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to appoint the auditor of the Corporation for the ensuing year and to authorize the directors to fix their remuneration;
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to consider and, if deemed advisable, to pass, with or without variation an ordinary resolution to approve the Corporation’s 10% rolling incentive stock option plan (the “ Stock Option Plan ”);
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to consider, and if thought advisable, to approve, with or without variation, an ordinary resolution to confirm and ratify an amendment to By-Law No.2 of the Corporation to reduce the quorum requirements for meetings of Shareholders from 20% of the shares entitled to vote at a meeting of Shareholders to 5% of the shares entitled to vote at a meeting of Shareholders; and
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to consider, and if thought advisable, to approve, with or without variation, a special resolution, authorizing an amendment to the Corporation’s articles to change the name of the Corporation to a name determined by the board of directors of the Corporation in its sole discretion and as more particularly described in the accompanying Circular; and
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to transact such other business as may properly be brought before the Meeting or any adjournment thereof.
The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is May 24, 2022 (the “ Record Date ”). Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote, at the Meeting or any adjournments or postponements thereof.
Voting
All Shareholders may attend the Meeting in or person or be represented by proxy. Shareholders who do not plan on attending the Meeting in person are requested to complete, date and sign the enclosed form of proxy and return it in the envelope provided. To be effective, the enclosed form of proxy or voting instruction form must be deposited with TSX Trust Company either by (i) mail at 301 – 100 Adelaide Street West, Toronto, Ontario M5H 4H1; (ii) facsimile at (416) 595-9593; (iii) email at [email protected]; or (iv) voted online at www.voteproxyonline.com. In order to be valid and acted upon at the Meeting, the duly-completed form of proxy must be received prior to 10:00 a.m. (Toronto time) on June 23, 2022 (the “ Proxy Deadline ”), or be deposited with the Secretary of the Corporation
before the commencement of the Meeting or of any adjournment thereof. Notwithstanding the foregoing, the Chair of the Meeting has the discretion to accept proxies received after such deadline.
A “beneficial” or “non-registered” Shareholder will not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his/her/its broker; however, a beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Only Shareholders as of the Record Date are entitled to receive notice of and vote at the Meeting.
If you are a non-registered holder of Common Shares and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return the form of proxy or voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein. SHAREHOLDERS ARE REMINDED TO REVIEW THE CIRCULAR BEFORE VOTING.
DATED at Toronto, Ontario as of the 24[th] day of May 2022.
BY ORDER OF THE BOARD OF DIRECTORS
(Signed) “John Timmons”
John Timmons President & Chief Executive Officer
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