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Corsa Coal Corp. — Proxy Solicitation & Information Statement 2023
May 24, 2023
46244_rns_2023-05-24_c4f72a95-ecfc-4021-8fd0-d3d4df40db6d.pdf
Proxy Solicitation & Information Statement
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NOTICE OF ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF CORSA COAL CORP.
Notice is hereby given that an Annual and Special Meeting (the “Meeting”) of the shareholders of Corsa Coal Corp. (the “Company”) will be held in a virtual only meeting format via live webcast online at https://meetnow.global/MWDJ5NM on Thursday, June 29, 2023 at 9:00 a.m. (Eastern Daylight Time) for the following purposes:
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to receive the audited consolidated financial statements of the Company as at and for its fiscal year ended December 31, 2022 and the report of the auditor thereon (the “Financial Statements”);
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to elect the directors of the Company who will serve until the end of the next annual meeting of shareholders or until their successors are appointed;
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to appoint Coulter & Justus, P.C., Certified Public Accountants, as the auditor of the Company who will serve until the end of the next annual shareholder meeting or until their successor is appointed and to authorize the directors of the Company to fix the auditor’s remuneration;
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to re-approve and ratify the Company’s existing third amended and restated stock option plan, as more particularly described in the management information circular (the “Circular”); and
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to consider such other business that may properly come before the Meeting or any adjournment thereof.
We have chosen to hold our Meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location. Registered shareholders and duly appointed proxyholders will be able to attend, submit questions and vote at the Meeting online. Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting as guests, but will not be able to vote or ask questions at the Meeting.
The Circular and a form of proxy or voting instruction form, along with a one-page virtual meeting guide, accompany this Notice. A copy of the Financial Statements has been filed, and is available, under the Company’s profile at www.sedar.com. The Circular contains details of the matters to be considered at the Meeting.
Record Date for Notice and Voting
You are entitled to receive notice of and vote at the Meeting or any adjournment of the Meeting if you were a shareholder of the Company on the record date, which the board of directors of the Company has fixed as the close of business on May 17, 2023.
Notice and Access
The Company is using “notice and access” to deliver the meeting materials. Accordingly, this Notice and the accompanying Circular, and the audited annual financial statements for the financial year ended December 31, 2022, along with the related management discussion and analysis, have been posted on the Company’s website at https://corsacoal.com/investors-news/annual-shareholder-meeting/ and under its profile on SEDAR at www.sedar.com.
Registered Shareholders
If you are a registered shareholder of the Company, are unable to attend the Meeting virtually and wish to ensure that your shares will be voted at the Meeting, you must complete, date and sign the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular.
Non-Registered Shareholders
If your shares are held in an account with a brokerage firm or an intermediary thereof, you are not a registered shareholder of the Company. Non-registered shareholders should follow the instructions set out in the voting instruction form or other form of proxy provided by their intermediaries to ensure that their shares will be voted at the Meeting.
Non-registered shareholders who wish to appoint a proxyholder other than the persons designated by the Company on the form of proxy (including a non-registered shareholder who wishes to appoint themselves as proxyholder) must carefully follow the instructions in the Circular and on their form of proxy. These instructions include the additional step of registering such proxyholder with our transfer agent, Computershare Investor Services Inc. at http://www.computershare.com/CorsaCoal following submission of a form of proxy. Failure to register the proxyholder will result in the proxyholder not receiving an invite code from Computershare that will act as the proxyholder’s log-in credentials for the Meeting and which is required for them to vote at the Meeting. Consequently, such proxyholder would only be able to attend the Meeting online as a guest. Non-registered shareholders located in the United States must also provide Computershare with a duly completed legal proxy if they wish to vote at the Meeting or appoint a third party as their proxyholder.
DATED this 17[th] day of May, 2023.
BY ORDER OF THE BOARD OF DIRECTORS
(Signed) “ Kevin M. Harrigan ” Kevin M. Harrigan President and Chief Executive Officer