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Inventus Mining Corp. — Proxy Solicitation & Information Statement 2024
Aug 6, 2024
46071_rns_2024-08-06_9e86d170-16fb-46dc-b682-dc8008f04c4a.pdf
Proxy Solicitation & Information Statement
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INVENTUS MINING CORP.
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 Inventus Mining Corp. (the “Corporation” ) will be held at 150 King St. West, Suite 2800, Toronto, Ontario M5H 1J9 on September 6, 2024 at 10:00 a.m. (Eastern Daylight Time) , for the following purposes:
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to receive and consider the financial statements of the Corporation for the financial year ended December 31, 2023 and the report of the auditors thereon;
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to appoint PKF Antares Professional Corporation as the auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration;
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to elect the directors of the Corporation for the ensuing year;
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to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to approve, for the ensuing year, the Corporation’s incentive stock option plan that was adopted by the Corporation on December 31, 2006, as amended and restated effective May 16, 2018;
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to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.
An “ ordinary resolution ” is a resolution passed by at least a majority of the votes cast by Shareholders who voted in respect of that resolution at the Meeting.
The nature of the business to be transacted at the Meeting is described in further detail in the management information circular (the “ Circular ”) under the section entitled Matters to be Acted Upon .
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 23, 2024 (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. This notice is accompanied by a form of proxy, letter of transmittal and the Circular.
To be effective, the completed form of proxy or voting instruction form must be deposited (i) by mail or hand delivery to Marrelli Trust Company Limited at c/o Marrelli Transfer Services Corp., 82 Richmond Street East, Toronto, ON M5C 1P1; or (ii) by facsimile at (416) 360 7812; or (iii) by email at [email protected]; or (iv) by online voting at www.voteproxy.ca before 10:00 a.m. (Toronto time) on September 4, 2024, or any adjournment thereof, and upon either of those deposits, the proxy will be revoked.
Notice and Access
The Corporation has elected to use the notice and access process (“ Notice and Access ”) under National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) and National Instrument 51-102 – Continuous Disclosure Obligations , for distribution of the Information Circular and other meeting materials to registered shareholders of the Corporation and to non-registered beneficial shareholders of the Corporation. Notice and Access allows issuers to post electronic versions of meeting materials, including management information circulars, annual financial statements and management discussion and analysis, online, via SEDARPLUS and one other website, rather than mailing paper copies of such meeting materials to shareholders. The Corporation anticipates that utilizing the Notice and Access process will substantially reduce both postage and printing costs.
Pursuant to an exemption obtained by the Corporation under the Canada Business Corporations Act, the Corporation is using the notice-and-access provisions under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators (the “ CSA ”) to provide shareholders with electronic access to the Notice of Meeting, Management Proxy Circular, audited financial statements of the Corporation for the year ended December 31, 2023 and the accompanying management’s discussion and analysis (collectively, the “ Meeting Materials ”) instead of mailing paper copies. The notice-and-access provisions are a set of rules developed by the CSA that reduce
the volume of materials that must be physically mailed to shareholders by allowing the Corporation to post its Meeting Materials online. The Meeting Materials are available on the Corporation’s website at www.inventusmining.com and under the Corporation’s profile on SEDAR+ at www.sedarplus.ca. The use of the notice-and-access provisions expedites shareholders’ receipt of Meeting Materials, is environmentally friendly and reduces costs to the Corporation.
To request a paper copy of the Meeting Materials by mail or to receive additional information about notice-and-access, shareholders can call the Corporation at (416) 792-1508 or email [email protected]. There is no cost to you for requesting a paper copy of the Meeting Materials. Any shareholder wishing to request a paper copy of the Meeting Materials should do so by 4:00 p.m. ET on August 23, 2024 (in order to receive and review the Meeting Materials and submit their vote by 10:00 a.m. ET on September 4, 2024, as set out in the Proxy or voting instruction form accompanying this Notice).
DATED this 24[th] day of July, 2024.
BY ORDER OF THE BOARD OF DIRECTORS OF INVENTUS MINING CORP.
“ Stefan Spears ”
Stefan Spears Chairman and Chief Executive Officer
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