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J2 Metals Inc. Proxy Solicitation & Information Statement 2025

Feb 21, 2025

48069_rns_2025-02-21_6f8d0d53-5a83-4257-aa1f-776a3f8dc4ed.pdf

Proxy Solicitation & Information Statement

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CRANSTOWN CAPITAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the "Meeting") of Shareholders of Cranstown Capital Corp. (the "Corporation") will be held at the offices of DLA Piper (Canada) LLP at Suite 5100, Bay Adelaide - West Tower, 333 Bay Street, Toronto, Ontario, on Friday, the 14th day of March, 2025, at the hour of 11:00 a.m. (ET) for the following purposes:

  1. to receive the audited financial statements of the Corporation for the financial years ended March 31, 2022, 2023 and 2024, and the auditors' report's thereon, and the financial statements of the Corporation for the three and six months ended September 30, 2024 (unaudited);
  2. to elect three (3) directors for the ensuing year;
  3. to appoint auditors of the Corporation for the ensuing year and authorize the directors to fix their remuneration;
  4. to consider, and if thought appropriate, to pass, with or without variation, an ordinary resolution (the text of which is disclosed in Section 9(iv) of the Information Circular) approving an amended and restated Option Plan, as more particularly described in the Information Circular; and
  5. to transact such further or other business as may properly come before the said meeting or any adjournment or adjournments thereof.

A copy of the Management Information Circular, a form of proxy and a return envelope accompany this Notice of Meeting. A copy of the audited financial statements of the Corporation for the financial years ended March 31, 2022, 2023 and 2024, and the auditors' report's thereon, and the financial statements of the Corporation for the three and six months ended September 30, 2024 (unaudited), and related management discussion and analysis', will be available for review at the Meeting and are available to the public on the SEDAR+ website at www.sedarplus.com.

The record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting was February 13, 2025 (the "Record Date"). Shareholders of the Corporation whose names had been entered on 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.

A shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. To be effective, the enclosed proxy must be mailed so as to reach or be deposited with Computershare Investor Services Inc., 100 University Avenue, 8th floor, Toronto, Ontario, M5J2Y1, facsimile: (416) 263-9524, not later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time set for the Meeting or any adjournment thereof.

The instrument appointing a proxy must be in writing and must be executed by the shareholder or his or her attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized.

The individuals named in the enclosed form of proxy are directors and/or officers of the Corporation. Each shareholder has the right to appoint a proxyholder other than such individuals, who need not be a shareholder, to attend and to act for such shareholder and on such shareholder's behalf at the Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the shareholder's appointee should be legibly printed in the blank space provided.

DATED this 17th day of February, 2025.

BY ORDER OF THE BOARD

(signed) "Toby Pierce"
Chief Executive Officer

CAN: 55872412.1