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EV Minerals Corporation — Proxy Solicitation & Information Statement 2025
Dec 9, 2025
46246_rns_2025-12-09_91456992-75db-4bce-ba54-a4dfe98b36ef.pdf
Proxy Solicitation & Information Statement
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EV MINERALS CORPORATION
100 King Street West, Suite 5600
Toronto, Ontario M5X 1C9
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual and special meeting (the "Meeting") of shareholders of EV Minerals Corporation (the "Company") will be held on Tuesday, December 30, 2025, at the hour of 12:00 p.m. (Eastern time), at the office of Irwin Lowy LLP at 217 Queen Street West, Suite 401, Toronto, Ontario M5V 0R2, for the following purposes:
- to receive and consider the audited consolidated financial statements of the Company for the years ended December 31, 2023 and December 31, 2024, and the reports of the auditor thereon;
- to elect the directors of the Company;
- to appoint the auditors of the Company and to authorize the directors to fix their remuneration;
- pursuant to the policies of the Canadian Securities Exchange, consider, and if deemed advisable, pass, with or without variation, an ordinary resolution approving the acquisition (the "Transaction") by the Company of all of the issued and outstanding common shares of 15007887 Canada Corp. (the "Target") pursuant to a three-cornered amalgamation to be completed pursuant to section 181 of the Canada Business Corporations Act in accordance with an amalgamation agreement dated August 25, 2025 (the "Amalgamation Agreement") among the Company, 17086326 Canada Inc., a wholly-owned subsidiary of the Company ("Canada Co"), and the Target, as more fully described in the accompanying management information circular;
- to elect the directors of the Company, conditional upon and effective following the completion of the Transaction;
- to consider and, if deemed advisable, to pass, with or without variation, a special resolution to amend the articles of continuance of the Company to change the name of the Company to "Three Points Copper Inc." or other such name as the directors of the Company, in their sole discretion, may determine and as may be acceptable to the Director appointed under the Business Corporations Act (Ontario), as more fully described in the accompanying management information circular;
- to consider and, if deemed advisable, to pass, with or without variation, a special resolution to effect the consolidation of all of the issued and outstanding common shares of the Company ("Common Shares") on the basis of up to six (6) old common shares for one (1) new common share, as more fully described in the accompanying management information circular; and
- to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.
The full text of the special resolutions referred to in items 6 and 7 above are attached to this notice as Exhibit A.
A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its duly executed form of proxy with AGM Connect, at 372 Bay Street, Suite 1800, Toronto, Ontario M5H 2W9, at www.AGMCVote.com or by telephone at (416) 222-4202 not later than 12:00 p.m. (Eastern time) on Wednesday, December 24, 2025, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.
Shareholders who are unable to attend the Meeting in person, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.
The board of directors of the Company has by resolution fixed the close of business on Friday, November 21, 2025, as the record date, being the date for the determination of the registered holders of Common Shares entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.
The accompanying management information circular provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of annual and special meeting. Additional information about the Company and its financial statements are also available on the Company's profile at www.sedarplus.ca.
DATED this 22nd day of November, 2025.
BY ORDER OF THE BOARD
"Nicholas Konkin" (signed)
President and Chief Executive Officer
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