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Gold Mountain Mining Corp. — AGM Information 2022
May 17, 2022
47810_rns_2022-05-16_1819b8df-93cd-4093-b8fd-e02bc3eebb7c.pdf
AGM Information
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GOLD MOUNTAIN MINING CORP.
1080 – 789 West Pender Street Vancouver, BC V6C 1H2 Telephone: (604) 428-7050
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of shareholders of Gold Mountain Mining Corp. (the “ Company ”) will be held at the head offices of the Company, Suite 1000 – 1285 West Pender Street, Vancouver, BC, on June 15, 2022 , at the hour of 8:00 a.m . (Vancouver time). At the Meeting, you will be asked to consider and vote on the following resolutions:
1. to receive the audited financial statements of the Company for the period ending January 31, 2022, and the accompanying report of the auditors;
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to appoint PricewaterhouseCoopers LLP, as the auditors of the Company for the fiscal year ending January 31, 2022 and to authorize the directors of the Company to fix the remuneration to be paid to the auditors;
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to set the number of directors of the Company for the ensuing year at Five (5);
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to elect directors for the ensuing year;
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to consider and, if deemed appropriate, with or without variation, approve an increase the reserve limit of Fixed Share Awards available for grant under the Company’s Equity Incentive Plan to 8,752,250;
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to consider, and if deemed appropriate, approve certain amendments to the Company’s Equity Incentive Plan incidental to the Company’s up-listing from the TSXV to the TSX;
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To approve the new Articles of Incorporation of the Company; and
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to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.
The accompanying management information circular (the “ Information Circular ”) provides additional 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 Meeting (the “ Notice of Meeting ”).
The board of directors of the Company has fixed April 29, 2022 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.
In light of the recent COVID-19 pandemic outbreak and in order to protect the health and safety of shareholders and the broader community, we strongly encourage you to vote by proxy in advance of the Meeting and note that it is not advisable to hold the Meeting in person. Should the circumstances change, we will announce alternative arrangements for the Meeting by press release as promptly as practicable. Shareholders will also be able to attend the meeting virtually by way of telephone conference call by first dialing in 1-778-907-2071. Meeting ID is 897 9538 3512 and Passcode is 610600.
If you are a registered holder of common shares of the Company and are unable to attend the Meeting in person, please vote by proxy by following the instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.
If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a retirement savings plan, retirement income fund, education savings plan or other similar savings or investment plan registered under the Income Tax Act (Canada), or a
nominee of any of the foregoing, that holds your securities on your behalf (an “ Intermediary ”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.
DISCLAIMER
ANY PERSON WHO ATTENDS THE MEETING IN PERSON DOES SO AT HIS OR HER OWN RISK AND BY ATTENDING THE MEETING IN PERSON, SUCH PERSON ACKNOWLEDGES AND AGREES THAT THE COMPANY AND THE DIRECTORS, OFFICERS AND AGENTS THEREOF ARE NOT LIABLE TO THE PERSON FOR ANY ILLNESSES OR OTHER ADVERSE REACTIONS THAT MAY RESULT FROM SUCH PERSON’S ATTENDANCE AT THE MEETING. ANY PERSON WHO ATTEMPTS TO ENTER THE MEETING BUT IS DENIED ENTRY ACKNOWLEDGES AND AGREES THAT HE, SHE OR IT SHALL HAVE NO CLAIM AGAINST THE COMPANY OR ITS, DIRECTORS OFFICERS OR AGENTS FOR SUCH DENIAL OF ENTRY INTO THE MEETING.
The situation with COVID-19 continues to evolve as we prepare this document. It is possible that there may be new restrictions or other regulatory actions prior to the Meeting that may impact the procedures or arrangements for the Meeting. If any such developments cause a change in the Meeting arrangements described in this document, the Company will advise shareholders by issuing a press release and posting the details on its website.
DATED at Vancouver, British Columbia, this 29[th] day of April, 2022.
By Order of the Board of Directors of
GOLD MOUNTAIN MINING CORP.
“Kevin Smith” Kevin Smith Chief Executive Officer and Director