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Eskay Mining Corp AGM Information 2022

Aug 17, 2022

43802_rns_2022-08-17_44954ab8-3434-469f-99c4-043f265f3958.pdf

AGM Information

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ESKAY MINING CORP. 82 RICHMOND STREET EAST TORONTO, ONTARIO M5C 1P1

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting of Shareholders (the “ Meeting ”) of Eskay Mining Corp. (“ Eskay Mining ” or the “ Corporation ”) will be held at the offices of Gardiner Roberts LLP, The Islands Boardroom, Suite 3600, 22 Adelaide Street West, Toronto, Ontario M5H 4E3 at the hour of 2:00 o'clock in the afternoon (Toronto time), on Tuesday, the 20[th] day of September, 2022 for the following purposes:

  • (1) to elect the directors as nominated by Management;

  • (2) to appoint McGovern Hurley LLP as auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration;

  • (3) to ratify the Corporation’s 2016 Stock Option Plan; and

  • (4) to transact such further and other business as may properly come before the said Meeting or any adjournment of adjournments thereof.

A copy of the Management Information Circular (the “ Circular ”), the audited financial statements of the Corporation for the fiscal years ended February 28, 2022 and February 28, 2021 (the “ Annual Financial Statements ”) and the Corporation’s management’s discussion and analysis for the fiscal years ended February 28, 2022 and February 28, 2021 (the “ Annual MD&A ”) accompany this Notice of Meeting.

Shareholders entitled to vote who do not expect to be present at the Meeting are urged to date, sign and return the form of Proxy or voting instruction form delivered to them with the Notice-and-Access Notification (defined below).

COVID-19 SAFETY PROTOCOLS

The Corporation will be following stringent safety protocols for the Meeting as a result of the coronavirus pandemic (“ COVID-19 ”). Registered shareholders and properly appointed proxy holders who wish to attend the Meeting in person will be required to wear masks and maintain appropriate social distancing at all times. The capacity of the Corporation’s offices is limited and those choosing to attend in person will be accommodated on a “first-come firstserved” basis. No one other than registered shareholders and properly appointed proxy holders will be allowed to attend the Meeting in person to ensure adequate space is available for those registered shareholders and properly appointed proxy holders who wish to attend the Meeting. All shareholders are strongly urged to send in their proxies in advance of the Meeting as set out in the Circular and as set out in the proxy or voting instruction form mailed to registered shareholders and Non-Objecting Beneficial Owners (“NOBO”) to ensure that their votes are counted at the Meeting. The lockdown resulting from the outbreak of COVID-19 has created unprecedented disruptions in the global economy and required the Corporation to take all necessary precautions to ensure the health and safety of its officers, directors, employees and shareholders. The Corporation needs to continue to take appropriate precautions while proceeding with the Meeting. In order to provide some accommodation to those shareholders unable or unwilling to attend in person, the Corporation has set up a conference call number for shareholders and guests to phone in and listen to the Meeting (the “ Conference Call ”), the particulars of which are set out below. The Scrutineer representing the Corporation’s transfer agent, Computershare Investor Services Inc., will be scrutineering the Meeting remotely and will be attending the Meeting via the Conference Call. Following the completion of the formal part of the Meeting, the President and CEO of the Corporation, Mac Balkam, will make a presentation to the Meeting. Those shareholders and guests participating in the Conference Call will be able to ask questions of Mac Balkam. Participation in the Conference Call will not constitute attendance at the Meeting and voting will not be permitted by telephone. The Meeting has not been set up as a “virtual meeting”. The Corporation is providing the Conference Call as a means for those participating in

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the Conference Call to ask questions of and receive responses from Mac Balkam relating to the business of the Corporation.

Shareholders and guests may participate in the Conference Call by joining the Meeting from a PC, Mac, iPad, iPhone or Android device by clicking or entering the following URL into your web browser:

https://us06web.zoom.us/j/86066942047?pwd=VHV6VTNnd1BuaXpEVzhqNGtaNXhsQT09

Meeting ID: 860 6694 2047 Passcode: 673812 One tap mobile +17789072071,,86066942047#,,,,*673812# Canada +17806660144,,86066942047#,,,,*673812# Canada

Dial by your location +1 778 907 2071 Canada +1 780 666 0144 Canada +1 204 272 7920 Canada +1 438 809 7799 Canada +1 587 328 1099 Canada +1 647 374 4685 Canada +1 647 558 0588 Canada +1 346 248 7799 US (Houston) +1 386 347 5053 US +1 564 217 2000 US +1 646 558 8656 US (New York) +1 646 931 3860 US +1 669 444 9171 US +1 720 707 2699 US (Denver) +1 253 215 8782 US (Tacoma) +1 301 715 8592 US (Washington DC) +1 312 626 6799 US (Chicago) Meeting ID: 860 6694 2047 Passcode: 673812 Find your local number: https://us06web.zoom.us/u/kek2FzRziA

NOTICE-AND-ACCESS

Notice is also hereby given that Eskay Mining has decided to use the notice-and-access method of delivery of meeting materials for the 2022 Annual General and Special Meeting of Shareholders. The notice-and-access method of delivery of meeting materials allows the Corporation to deliver the meeting materials over the internet in accordance with the notice-and-access rules adopted by the Ontario Securities Commission under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer . Under the noticeand-access system, shareholders still receive a proxy or voting instruction form (as applicable) enabling them to vote at the Meeting. However, instead of a paper copy of the Circular, the Annual Financial Statements and Annual MD&A and other meeting materials (collectively the “ Meeting Materials ”), shareholders receive a notification (the “ Notice-and-Access Notification ”) with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing materials to shareholders. Shareholders are reminded to view the Meeting Materials prior to voting.

Websites Where Meeting Materials Are Posted:

Meeting Materials can be viewed online under the Corporation’s profile at www.sedar.com or on the Corporation’s website at http://eskaymining.com.

How to Obtain Paper Copies of the Meeting Materials

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Registered holders or non-registered holders may request that paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on the Corporation’s website.

In order to receive a paper copy of the Meeting Materials, registered holders can call Computershare Investor Services Inc. toll free at 1-866-962-0498 in North America or 514-982-8716 outside of North America on or before the day of the Meeting, or any adjournment thereof, or thereafter contact the Corporation at 416-907-6151 or by email at [email protected]. Non-registered holders can call Broadridge Investor Communications Solutions, Canada toll free at 1-877-907-7643 on or before the day of the Meeting, or any adjournment thereof, or thereafter contact the Corporation at 416-907-6151 or by email at [email protected].

Requests should be received by 2:00 p.m. (Toronto time) on Thursday, September 8, 2022 in order to receive the Meeting Materials in advance of the Meeting. If you have questions concerning Notice-and-Access, please call Computershare Investor Services Inc. toll free at 1-866-964-0492.

RECORD DATE AND PROXY DELIVERY DATE

The Board of Directors of the Corporation has, by resolution, fixed the close of business on August 8, 2022 as the Record Date, being the date for determination of the registered holders of Common Shares entitled to receive notice of, and to vote at, the Meeting or any adjournment thereof.

The Board of Directors of the Corporation has, by resolution, fixed the hour of 2:00 p.m. in the afternoon (Toronto time) on Friday, September 16, 2022, being not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the day of the Meeting, or any adjournment thereof, as the time before which the instrument of proxy to be used at the Meeting must be deposited with the Transfer Agent of the Corporation, Computershare Investor Services Inc., 8[th] Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, provided that a proxy may be delivered to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the time for voting to revoke a proxy previously delivered in accordance with the foregoing.

Shareholders entitled to vote who do not expect to be present at the Meeting are urged to date, sign and return the form of proxy or voting instruction form delivered to them with the Notice-and-Access Notification.

DATED the 8[th] day of August 2022.

BY ORDER OF THE BOARD OF DIRECTORS

“Hugh M. (Mac) Balkam” HUGH M. (MAC) BALKAM President and CEO