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Denarius Metals Proxy Solicitation & Information Statement 2025

May 16, 2025

44279_rns_2025-05-16_eb343ef0-0ed3-4c0f-993d-3426b0ac9d5e.pdf

Proxy Solicitation & Information Statement

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Decisive Dividend

— Corporation —

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the 2025 Annual General and Special Meeting (the "Meeting") of holders of common shares (the "Shareholders") of Decisive Dividend Corporation ("Decisive" or the "Corporation") will be held at the Coast Capri Hotel in the Capri Meeting Room, 1171 Harvey Avenue, Kelowna, British Columbia, V1Y 6E8 on June 24, 2025, at 8:30 AM (Pacific) for the following purposes:

  1. to receive the audited consolidated financial statements of Decisive for the fiscal year ended December 31, 2024 with comparative financial statements to the fiscal year ended December 31, 2023 (the "Audited Financial Statements"), together with the external auditor's report thereon;
  2. to consider and, if thought fit, to pass, with or without variation, a resolution setting the number of directors of Decisive ("Directors") to be elected at nine (9);
  3. to elect the Directors who will hold office for the ensuing year;
  4. to appoint Pricewaterhouse Coopers LLP, Chartered Professional Accountants, as auditor to hold office until the next annual meeting of shareholders at a remuneration to be fixed by the board of directors (the "Board"); and
  5. to consider and, if thought fit, to pass, with or without variation, a resolution of Shareholders to approve and adopt the proposed fourth amended and restated equity incentive plan of Decisive dated June 24, 2025, as more particularly described in the accompanying management information circular (the "Information Circular"); and
  6. to transact such further or other business as may properly come before the Meeting and any adjournment or adjournments thereof.

As permitted by Canadian securities regulators, the Corporation is using notice-and-access to deliver the Information Circular and any additional annual meeting materials (the "Meeting Materials"), including (where requested) the Audited Financial Statements and management's discussion and analysis for the year ended December 31, 2024 ("MD&A") to any registered and non-registered shareholders. This means that the Meeting Materials are being posted online for shareholders to access, rather than being mailed out. Notice-and-access substantially reduces the Corporation's printing and mailing costs and the environmental impact associated with producing and distributing large quantities of printed material.

Each shareholder shall receive a form of proxy, or a voting instruction form so they may vote their shares and, instead of receiving a paper copy of the Meeting Materials, they will receive a notice with information about how they can access the Meeting Materials electronically and how to request a paper copy. The Corporation will use stratification for the use of notice-and-access to the extent that certain shareholders have elected to receive paper copies of the Corporation's Audited Financial Statements and MD&A. Stratification is the process where an issuer using notice-and-access provides a paper copy of the Meeting Materials to some shareholders with a notice package.

The Meeting Materials are available on the Corporation's profile at www.sedarplus.ca ("SEDAR+") or on the Corporation's website at https://decisivedividend.com/investors/#agmmaterials.

Each registered and non-registered shareholder may request a paper copy of the Meeting Materials, at no cost, up to one (1) year from the date that the Meeting Materials were filed on SEDAR+. If a shareholder requests


a copy before the date of the Meeting, the Meeting Materials will be sent within 3 business days of receiving the request. To receive the Meeting Materials before the voting deadline and the date of the Meeting, the Corporation estimates that the request must be received no later than 5:00 PM (Pacific) on June 14, 2025. To make a request or if a Shareholder has a question about notice-and-access, please call 250-870-9146.

The record date for determination of Shareholders entitled to receive notice of and attend and vote at the Meeting is May 9, 2025. Only Shareholders whose names have been entered in the register of Shareholders at the close of business on that date will be entitled to receive notice of and to vote at the Meeting.

Shareholders are entitled to vote at the Meeting either in person or by proxy in accordance with the procedures described in the Information Circular accompanying this Notice. Those who are unable to attend the Meeting are requested to read, complete, sign and mail the enclosed proxy in accordance with the instructions set out in the proxy and in the Information Circular accompanying this Notice. Please advise Decisive of any change in your mailing address.

Please note that a proxy will not be valid for the Meeting unless the completed proxy is received by June 19, 2025 at 5:00 PM (Pacific) by way of mail, telephone, facsimile or via the internet by following instructions provided in the proxy. Proxies delivered at the Meeting will not be accepted.

DATED at Kelowna, British Columbia, as of the 9th day of May 2025.

On behalf of the Board of Directors of
DECISIVE DIVIDEND CORPORATION

"/s/ James Paterson"

James Paterson
Board Chair


Decisive Dividend Corporation

Notice and Access Notice to Shareholders

Important Notice Regarding the Availability of Proxy Materials for Decisive Dividend Corporation Annual General and Special Meeting to be held at Coast Capri Hotel, Capri Room, 1171 Harvey Avenue, Kelowna, British Columbia on June 24, 2025, at 8:30 AM (Pacific).

You are receiving this notice to advise that the proxy materials for the above noted securityholders' meeting are available on the Internet. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We remind you to access and review all of the important information contained in the information circular and other proxy materials before voting. The information circular and other relevant materials are available at:

https://decisivedividend.com/investors/#agmmaterials

OR

www.sedarplus.ca

Obtaining a Copy of the Proxy Materials

If you would like to receive a paper copy of the current meeting materials by mail, you must request one. There is no charge to you for requesting a copy.

Call us at 250-870-9146 within North America and provide your control number as indicated on the enclosed Proxy/VIF to request a paper copy of the materials for the current meeting.

To ensure you receive the material in advance of the voting deadline and meeting date, all requests must be received by us no later than, June 14, 20225 to ensure timely receipt. If you do request the current materials, please note that another Voting Instruction Form/Proxy will not be sent; please retain your current one for voting purposes.

To obtain paper copies of the materials after the meeting date, please contact 250-870-9146.

Securityholder Meeting Notice

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE To vote your securities you must vote using the methods reflected on your enclosed Voting Instruction Form or Proxy or by mailing the enclosed Voting Instruction form/Proxy for receipt before 5:00 PM (Pacific) on June 19, 2025 using the enclosed Business Reply Envelope.


The resolutions to be voted on at the meeting are listed below along with the Sections within the Information Circular where disclosure regarding the matter can be found.

  1. Number of Directors – Section: Fix Number of Directors
  2. Election of Directors – Section: Election of Directors
  3. Appointment of Auditor – Section: Appointment of Auditor
  4. Equity Incentive Plan – Section: Approval of the Amended Equity Incentive Plan

Annual Financial Statement Delivery:

No Annual Report (or Annual Financial Statements) is (are) included in this mailing