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Evolve Royalties Ltd — AGM Information 2021
Jul 21, 2021
46172_rns_2021-07-21_a2e07303-3ca9-4b19-a0f2-5e07dbcba94f.pdf
AGM Information
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VOYAGEUR MINERAL EXPLORERS CORP.
141 Adelaide Street West, Suite 301 Toronto, Ontario, M5H 3L5
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of the shareholders (“ Shareholders ”) of common shares of Voyageur Mineral Explorers Corp. (“ Voyageur ” or the “ Corporation ”) will be held at the offices of the Corporation at 141 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 3L5, at 2:00 p.m. (Toronto time) on August 17, 2021, for the following purposes:
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(i) to receive the annual financial statements of the Corporation for the fiscal year ended November 30, 2020, together with the auditor’s report thereon and the unaudited condensed interim financial statements of the Corporation for the three months ended February 28, 2021 ;
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(ii) to fix the number of directors at five (5);
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(iii) to elect the directors for the ensuing year;
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(iv) to reappoint McGovern Hurley LLP as the auditors of the Corporation for the ensuing year and to authorize the directors to fix their auditor’s remuneration;
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(v) to consider, and if deemed appropriate, to approve by ordinary resolution the confirmation, with or without variation, of the repeal of the current by-laws of the Corporation and the adoption of new by-laws for the Corporation, as authorized by the board of directors; and
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(vi) to transact such other business as may properly come before the Meeting, or at any adjournment thereof.
An “ ordinary resolution ” is a resolution passed by a majority of the votes cast by eligible shareholders who voted in respect of that resolution at the Meeting.
This notice of meeting is accompanied by a form of proxy (the “ Proxy ”), a supplemental mailing card and the management information circular of the Company dated July 9, 2021 (the “ Circular ”). The Circular includes more detailed information relating to the matters to be addressed at the Meeting. The Circular is deemed to form a part of this notice of meeting.
To proactively deal with the unprecedented public health impact of COVID-19 and Provincial and Federal guidance regarding public gatherings, shareholders and proxyholders are strongly encouraged NOT to attend the Meeting in person. The COVID-19 virus is causing unprecedented social and economic disruption and we want to ensure that no one is unnecessarily exposed to any risks. Furthermore, so that the Corporation can mitigate potential risks to the health and safety of shareholders, employees, and the community, there will be strict limitations on the number of persons permitted entry to the Meeting and anyone who is not a registered shareholder or proxyholder will not be permitted entry.
The Corporation urges all shareholders to vote by proxy in advance of the Meeting in accordance with the instructions set out below and to listen to the Meeting through the live conference call details provided below:
Date and Time Tuesday, August 17, 2021, at 2:00 p.m. (Toronto time) Dial-in Numbers (+1) 253-215-8782 Meeting ID 845 9013 3258# (North America - Toll Free)
*Participants should dial in approximately 5 to 10 minutes prior to the scheduled start time.
The COVID-19 situation is dynamic and continues to evolve daily. If events arise that require us to make changes to the date, time and/or location of the Meeting we will promptly notify shareholders and communicate any changes through a press release. The Corporation intends to resume holding unrestricted in-person shareholder’s meetings in future years.
Shareholders unable to attend the Meeting in person should read the notes to the Proxy and complete and return the Proxy to the Corporation’s registrar and transfer agent, TSX Trust Company at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1. A Proxy will not be valid unless it is deposited at the office of TSX Trust Company by 2:00 p.m. (Toronto time) on August 13, 2021; or not less than 48 hours (excluding Saturdays, Sundays, and holidays) prior to the commencement of the Meeting or any adjournments or postponements thereof. Late proxies may be accepted or rejected by the chairman of the Meeting in his discretion. The chairman is under no obligation to accept or reject any particular late Proxy.
If you are a non-registered Shareholder of the Corporation and received these materials through your broker or another intermediary, please complete and return the Proxy or other voting form in accordance with instructions provided to you by your broker or such other intermediary.
The enclosed Proxy appoints nominees of management as proxyholder and you may amend the Proxy, if you wish, by inserting in the space provided the name of the person you wish to represent you as proxyholder at the Meeting.
The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is July 9, 2021 (the “ Record Date ”). Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote, at the Meeting or any adjournments or postponements thereof.
DATED at Toronto, Ontario, as of this 9[th] day of July 2021.
BY ORDER OF THE BOARD OF DIRECTORS OF VOYAGEUR MINERAL EXPLORERS CORP.
“Brian Howlett”
Brian Howlett, President, Chief Executive Officer and Director