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Finlay Minerals Ltd. AGM Information 2024

Jun 6, 2024

45230_rns_2024-06-06_a12c94fd-e57b-4912-a553-f5938fc56b9c.pdf

AGM Information

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NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the " Meeting ") of the holders (the " Shareholders ") of class A common shares (the " Common Shares ") of Silver Mountain Resources Inc. (the " Corporation ") will be held on Thursday, June 27, 2024 at 1:00 p.m. (Toronto time) at the offices of Mintz LLP, located at Suite 2800 - 200 Bay Street, Toronto, ON, M5J 2J3.

Registered Shareholders (as defined in the accompanying information circular (the " Information Circular ") under the heading " Voting at the Meeting ") and duly appointed proxyholders can attend the Meeting, where they can participate, vote, or submit questions.

The Meeting is being held for the following purposes:

  • (a) to receive the audited consolidated financial statements of the Corporation for the year ended December 31, 2023, together with the auditors' report thereon;

  • (b) to elect the directors of the Corporation for the ensuing year;

  • (c) to reappoint BDO Canada LLP as the auditors of the Corporation for the ensuing year and to authorize the board of directors of the Corporation (the " Board ") to fix their remuneration and terms of engagement;

  • (d) to consider and, if deemed appropriate, pass an ordinary resolution to confirm and approve the Corporation's "rolling 10% plan" in respect of stock options and a "fixed 10% plan" in respect of other awards, as required by the TSX Venture Exchange on an annual basis and as more particularly described in the Information Circular;

  • (e) to consider and, if deemed appropriate, pass an ordinary resolution to approve certain securitybased compensation to non-arm's length parties of the Corporation, subject to the approval of the TSX Venture Exchange and as more particularly described in the Information Circular; and

  • (f) to transact such further or other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

The Information Circular provides additional information relating to each of the matters to be addressed at the Meeting. Shareholders are directed to read the Information Circular carefully and in full to evaluate the matters to be considered at the Meeting.

The record date for the determination of shareholders of the Corporation entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof is May 17, 2024 (the " Record

  • ii -

Date "). Shareholders of the Corporation whose names have been entered in the register of shareholders of the Corporation at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof.

If you are a Registered Shareholder and are unable to attend the Meeting or any adjournment(s) or postponement(s) thereof, please date, sign and return the accompanying form of proxy (the " Proxy ") for use at the Meeting or any adjournment(s) or postponement(s) thereof in accordance with the instructions set forth in the Proxy and Information Circular. The Corporation's transfer agent recommends that Shareholders vote in advance of the Meeting.

- If you are a Non Registered Beneficial Shareholder, a voting information form (also known as a VIF), instead of a form of proxy, may be enclosed. You must follow the instructions provided by your intermediary in order to vote your Common Shares.

DATED at Toronto, Ontario this 23rd day of May, 2024.

BY ORDER OF THE BOARD

(signed) "Alvaro Espinoza" Name: Alvaro Espinoza Title: Chief Executive Officer