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Gold Springs Resource Corp. Proxy Solicitation & Information Statement 2025

May 16, 2025

45963_rns_2025-05-16_ee26846e-fdf3-4c61-8f00-ad6b49643687.pdf

Proxy Solicitation & Information Statement

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Gold Springs
RESOURCE

GOLD SPRINGS RESOURCE CORP.

NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS

ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON
JUNE 16, 2025

You are receiving this notification as Gold Springs Resource Corp. (the "Corporation") has decided to use the notice and access model for the delivery of the Corporation's management information circular (the "Information Circular") to its shareholders in respect of its Annual General Meeting of shareholders to be held on June 16, 2025 (the "Meeting"). Under notice and access, instead of receiving paper copies of the Information Circular, shareholders are receiving this notice with information on how they may access the Information Circular electronically. However, together with this notification, shareholders continue to receive a proxy or voting instruction form, as applicable, enabling them to vote at the Meeting. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and the Corporation's carbon footprint and it should also reduce the Corporation's printing and mailing costs.

MEETING DATE AND LOCATION:

Date: Monday, June 16, 2025
Time: 9:00 a.m. (Vancouver time)
Location: Suite 2300, 550 Burrard Street, Vancouver, British Columbia, Canada V6C 2B5. To access the Meeting by teleconference, dial toll free at 1-866-201-0079, Access Code: 099084#.

Shareholders are strongly encouraged to vote on the matters before the Meeting by proxy rather than attend the Meeting in person. Accordingly, participants are encouraged to vote on the matters before the Meeting by proxy and to join the Meeting by teleconference. To access the meeting by teleconference, dial toll free at 1-866-201-0079, Access Code: 099084#.

SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS:

  1. ELECTION OF DIRECTORS: To fix the number of directors at five and to elect five directors. Please refer to the sub-section in the Information Circular under the heading "BUSINESS OF THE MEETING – Election of Directors".
  2. APPOINTMENT OF AUDITORS: To appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors for 2025 and to authorize the Board of Directors to fix the auditors' remuneration. Please refer to the sub-section in the Information Circular under the heading "BUSINESS OF THE MEETING – Appointment of Auditors".
  3. OTHER BUSINESS: To transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof. Please refer to the sub-section in the Information Circular under the heading "GENERAL PROXY INFORMATION - Exercise of Discretion".

SHAREHOLDERS ARE REMINDED TO REVIEW THE INFORMATION CIRCULAR PRIOR TO VOTING. SEE OVER FOR HOW TO VIEW AND ACCESS THE INFORMATION CIRCULAR.

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WEBSITES WHERE THE INFORMATION CIRCULAR IS POSTED

The Information Circular can be viewed online under the Corporation's profile at www.sedarplus.ca or at the Corporation's website at https://www.goldspringsresource.com/investors/financials-and-filings/ or at www.meetingdocuments.com/TSXT/GRC.

HOW TO OBTAIN PAPER COPIES OF THE INFORMATION CIRCULAR

Shareholders may request paper copies of the Information Circular be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Information Circular was filed on SEDAR.

Shareholders who wish to receive paper copies of the Information Circular may request copies by calling toll-free at 1-888-433-6443 or Outside Canada and the U.S. at +1-416-682-3801, or by emailing [email protected].

Requests for paper copies must be received at least by May 30, 2025 in order to receive the Information Circular in advance of the proxy deposit date and Meeting. The Information Circular will be sent to such Shareholders within three business days of their request if such requests are made before the Meeting. Those Non-Registered Shareholders holding shares of the Corporation beneficially through an intermediary with existing instructions on their account to receive a paper copy of meeting materials will receive a paper copy of the Information Circular with this notification. Shareholders are able to request to receive copies of the Corporation's annual and/or interim financial statements and relevant management's discussion and analysis on the accompanying return card.

VOTING

Proxies submitted must be received by 9:00 a.m. (Vancouver time), on June 12, 2025.

Registered Shareholders are asked to return their proxies using the following methods by the proxy deposit date noted on your proxy:

FACSIMILE: Fax to TSX Trust Company at +1-416-595-9593

E-MAIL: Send to [email protected]

MAIL: Complete the form of proxy or any other proper form of proxy, sign it and mail it to TSX Trust Company at:
TSX Trust Company
Proxy Dept.,
P.O. Box 721
Agincourt, Ontario M1S 0A1
Canada

BY TELEPHONE: Using a touch-tone telephone, call toll free 1-888-489-5760 (English only)

BY INTERNET: www.meeting-vote.com

Beneficial (or Non-Registered) Shareholders are asked to return their voting instructions using the methods set out on their voting instruction form or business reply envelope, at least one business day in advance of the proxy deposit date noted on your voting instruction form.

Shareholders with questions about notice and access can call toll-free at 1-888-433-6443 (outside Canada and U.S. at +1-416-682-3801).

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