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Great-West Lifeco Inc. Proxy Solicitation & Information Statement 2025

Mar 27, 2025

43106_rns_2025-03-27_f1a79a79-9568-495d-bfb5-eee19e78b14a.pdf

Proxy Solicitation & Information Statement

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QUEBEC PRECIOUS METALS
CORPORATION

NOTICE OF VIRTUAL SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of holders of common shares (the “Shareholders”) of Quebec Precious Metals Corporation (“QPM”) shall be held solely by means of remote communications, rather than in person, on April 22, 2025 at 11:00 a.m. (Montréal time), for the following purposes:

  1. in accordance with the interim order of the Superior Court of Québec dated March 20, 2025 (the “Interim Order”), for Shareholders to consider and, if deemed advisable, to pass, with or without variation, resolutions (the “Arrangement and Related Matters Resolutions”) approving an arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act (the “CBCA”) and a reduction to the share capital of QPM in accordance with Section 38(1) of the CBCA, pursuant to which, among other things, Fury Gold Mines Limited (“Fury”) will acquire all of the issued and outstanding common shares of QPM (the “Shares”) in exchange for 0.0741 of one common share of Fury (“Fury Share”) for each Share, all as more fully set forth in the accompanying management information circular of QPM (the “Circular”); and

  2. to transact such further or other business as may properly come before the Meeting and any adjournments or postponements thereof.

The Circular provides additional information relating to the matters to be addressed at the Meeting and is deemed to form part of this Notice.

Shareholders may also listen in via videoconference and teleconference below:

| Videoconference | • Access Link: https://www.microsoft.com/en-us/microsoft-teams/join-a-meeting
• Meeting ID: 248 902 429 432
• Attendee Access Code: HE6Zz7v4 |
| --- | --- |
| Teleconference | • Canada Toll: +1 647-794-5676
• Local Number: https://dialin.teams.microsoft.com/8bb9733f-8aaa-4b1d-964c-ca2a4bd585e1?id=776352157
• Meeting ID: 776 352 157# |

Shareholders may only exercise their rights by attending the Meeting or by completing a form of proxy, as further discussed below.

The board of directors of QPM unanimously recommends that the Shareholders vote FOR the Arrangement and Related Matters Resolutions.

Pursuant to the Interim Order, the record date is March 17, 2025 (the “Record Date”) for determining Shareholders who are entitled to receive notice of and to vote at the Meeting. Only registered Shareholders

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as of the close of business on the Record Date are entitled to receive notice of the Meeting (“Notice of Meeting”) and to attend and vote at the Meeting. This Notice of Meeting is accompanied by the Circular, a form of proxy or voting instruction form and a Letter of Transmittal for Shareholders.

Registered Shareholders who are unable to or who do not wish to attend the Meeting virtually are requested to date and sign the enclosed Proxy form promptly and return it in the self-addressed envelope enclosed for that purpose or by any of the other methods indicated in the Proxy form. Pursuant to the Interim Order, proxies, to be used at the Meeting, must be received by Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th floor, Toronto, Ontario, M5J 2Y1 by 11:00 a.m. (Montréal Time) on April 17, 2025 or, if the Meeting is adjourned, by 10:00 am. (Montréal Time), on the second last business day prior to the date on which the Meeting is reconvened, or may be accepted by the chairman of the Meeting prior to the commencement of the Meeting. If a registered Shareholder receives more than one Proxy form because such Shareholder owns securities of QPM registered in different names or addresses, each Proxy form needs to be completed and returned.

Beneficial holders of Shares (“Beneficial Shareholders”) that are registered in the name of a broker, custodian, nominee or other intermediary should complete and return the voting instruction form or other authorization provided to them in accordance with the instructions provided therein. Failure to do so may result in such Shares not being voted at the Meeting.

Registered holders of Shares, as of the Record Date, have the right to dissent (“Dissent Rights”) with respect to the Arrangement and, if the Arrangement and Related Matters Resolutions become effective, to be paid the fair value of their Shares, subject to strict compliance with section 190 of the CBCA, as modified by the provisions of the Interim Order and the Plan of Arrangement. Failure to comply strictly with the requirements set forth in section 190 of the CBCA, as modified by the provisions of the Interim Order and the Plan of Arrangement may result in the loss or unavailability of any right of dissent. Among other things, a dissenting Shareholder must send a written objection to the Arrangement and Related Matters Resolutions, which written objection must be received by QPM at 1100 René-Lévesque Boulevard West, 25th Floor, Montreal, Quebec H3B 5C9 (Attention: Gilles Seguin) or by facsimile to 514-397-8515 on or before 4:00 p.m. (Montréal time) two Business Days immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time).

Beneficial Shareholders who wish to dissent should be aware that only registered Shareholders are entitled to dissent. Accordingly, a Beneficial Shareholder desiring to exercise Dissent Rights must make arrangements for the Shares beneficially owned by such Beneficial Shareholder to be registered in his or her own name prior to the time the written objection to the Arrangement and Related Matters Resolutions is required to be received by QPM or, alternatively, make arrangements for the registered holder of such Shares to dissent on behalf of the Beneficial Shareholder. A summary of the procedures with respect to the exercise of Dissent Rights is set out in the Circular under the heading “Dissenting Shareholders’ Rights.”

The Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice of Meeting. Any adjourned or postponed meeting resulting from an adjournment or postponement of the Meeting will be held at a time and place to be specified either by QPM before the Meeting or by the Chair at the Meeting.

If you have any questions or require assistance voting, please contact our proxy solicitation agent, Computershare Investor Services Inc. at 1-800-564-6253 (North American Toll Free), 1-514-982-7555 (Collect Calls Outside North America) or by email at [email protected].

Dated at Montréal, Québec as of the 17th day of March, 2025.

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BY ORDER OF THE BOARD

"Normand Champigny"

Normand Champigny
Chief Executive Officer

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