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Dynacor Group Inc. Proxy Solicitation & Information Statement 2020

May 13, 2020

46127_rns_2020-05-13_d6138a04-d451-4677-8567-769bb3ecba28.pdf

Proxy Solicitation & Information Statement

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DYNACOR GOLD MINES INC.

Notice of Annual Meeting of Shareholders and Availability of Meeting Materials

NOTICE IS HEREBY GIVEN THAT the annual meeting of the shareholders (the “Shareholders”) of Dynacor Gold Mines Inc. (the “Corporation”) will be held at 1, Place Ville Marie, 40[th] Floor, Montréal, Québec H3B 4M4, on Wednesday, June 17, 2020 at 10:00 a.m. (the “Meeting”), for the following purposes :

  1. to receive the financial statements of the Corporation for the financial year ended December 31, 2019 and the auditors' report thereon (collectively, the “ Financial Statements ”);

  2. to elect the directors for the ensuing year;

  3. to appoint the auditors and to authorize the directors to fix their remuneration; and

  4. to transact such other business as may properly be brought before the Meeting and at any adjournment thereof.

The management proxy circular (the “ Proxy Circular ”) and the form of proxy (the “ Form of Proxy ”) prepared in respect of the Meeting accompany this notice. The enclosed Proxy Circular contains supplementary information on matters to be discussed at the Meeting, as detailed below under the heading Matters to be Acted Upon at the Meeting”, and is hereby deemed to be an integral part of this notice.

Pursuant to Canadian securities laws, we are no longer required to distribute physical copies of the meeting materials to our shareholders for the Meeting, namely the Proxy Circular and our management’s discussion and analysis for the financial year ended December 31, 2019 (the “ MD&A ”) and the Financial Statements (collectively, the “ Meeting Materials ”).

Instead, we are posting electronic versions of the Meeting Materials on a website for shareholder review, a process known as “notice and access”. Electronic copies may be accessed on our website at www.dynacor.com or on the Corporation’s SEDAR profile at www.sedar.com.

Should you wish to receive paper copies of the Meeting Materials prior to the Meeting, or should you have any questions regarding the use of notice-and-access by the Corporation, please contact AST Trust Company (“ AST ”) at 1-800-387-0825 or the Corporation at 514-393-9000, or send an email to [email protected], and we will send them by postal delivery at no cost within three business days of your request. We must receive your request no later than 5:00 p.m., Montréal time, on June 3, 2020 to ensure you will receive paper copies in advance of the deadline to submit your vote.

Montréal, Québec, May 8, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

(s) Jean Martineau

Jean Martineau, President and Chief Executive Officer

IMPORTANT

Shareholders eligible to vote but unable to attend personally are requested to complete, sign and forthwith return to the Corporation the enclosed Form of Proxy in the envelope provided for that purpose. Please note that said instrument of proxy will not be valid unless it is deposited at the offices of AST Trust Company, P.O. Box 721, Agincourt, Ontario, M1S 0A1, or faxed at 1-866-781-3111 (within North America) or 416-368-2502 (outside North America), or scan and email to [email protected], prior to 10:00 a.m. on June 16, 2020 or no less than 24 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment of the Meeting, unless it is delivered to the Chairman of the Meeting at the Meeting, or any adjournment thereof. Holders of shares may also exercise their voting rights by calling the tollfree number 1-888-489-7352 or any other number indicated on the Form of Proxy or the voting instruction form, or by going to the following website: www.astvotemyproxy.com. For any additional information concerning this matter, please contact AST by calling at no charge at 1-800-387-0825 (within North America).

The Corporation urges shareholders to review the Meeting Materials before voting.