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Kincora Copper Limited — Proxy Solicitation & Information Statement 2025
Jul 31, 2025
43337_rns_2025-07-31_4441bc6f-58f5-4dc4-8c62-5e33724a4330.pdf
Proxy Solicitation & Information Statement
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KINCORA COPPER
Notice of Annual General and Special Meeting
Vancouver, British Columbia —
The Annual General and Special Meeting of Shareholders of Kincora Copper Limited (the Company, Kincora) (TSXV & ASX: KCC) will be held at 400-837 West Hastings Street, Vancouver, BC V6C 3N6 on August 27, 2025 at 4:00 PM, local time (PST), (the Meeting) for the following purposes:
- Report and Financial Statements: To receive and consider the Financial Statements for the financial year ended December 31, 2024 and the report of the auditor thereon, as described further in the accompanying Information Circular;
- Fixing the Number of Directors: To set the number of directors at five (5), as described further in the accompanying Information Circular;
- Re-election of existing Directors: To elect directors of the Company for the ensuing year, as described further in the accompanying Information Circular;
- Appointment of Auditor: To appoint Manning Elliot LLP, as the auditors of the Company for the ensuing year and to authorize the directors of the Company to fix the compensation for the auditors, as described further in the accompanying Information Circular;
- Approval of Issue of Placement Shares: To consider, if thought fit, to pass an ordinary resolution that, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 13,333,333 fully paid post consolidated common shares, at an issue price of C$0.30 each, as described in the Explanatory Statement which accompanies and forms part of this Notice.
- Approval of Issue of Placement Warrants: To consider, if thought fit, to pass an ordinary resolution that, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 13,333,333 post consolidated warrant exercisable at a price of C$0.50 each, as described in the Explanatory Statement which accompanies and forms part of this Notice.
- Approval for the Company to issue an additional 10% of the issued capital of the Company over a 12 month period pursuant to ASX Listing Rule 7.1A: To consider, and if thought fit, to pass an Special resolution that, for the purposes of Listing Rule 7.1A, the Shareholders approve the issue of up to 10% of the issued capital of the Company calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Information Circular.
- Re-approval of the Equity Incentive Plan as Amended: To consider and, if thought fit, to pass an ordinary resolution re-approving of the existing equity incentive plan as amended, as described further in the accompanying Information Circular.
- Approve Shares for Services Agreement and adoption of Share-for-Services Plan: To consider, if thought fit, to pass an ordinary resolution re-approving of the existing
Notice of Annual General Meeting of Shareholders
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KINCORA COPPER
shares for services agreements and shares-for-services plan, as described further in the accompanying Information Circular.
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Consolidation: To consider and, if thought fit, to pass a special resolution of Shareholders approving a share consolidation for up to 10 pre-consolidation common shares in exchange for 1 post-consolidation common share, as described further in the accompanying Information Circular.
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Approval of Issuance of Post-Consolidated Options under EIP: To consider, if thought fit, to pass an ordinary resolution by disinterested Shareholders that Shareholders approve the prior issue of 3,266,927 options under the EIP to certain board, senior management and advisors to the Company, as described further in the accompanying Information Circular.
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Approval of Amendment to Company's Articles to Incorporate the Advance Notice Provisions: To consider and, if thought fit, to pass a special resolution of Shareholders approving an amendment to the Company's Articles to incorporate the Advance Notice Provisions, as described further in the accompanying Information Circular.
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Approval of Amendment to Company's Articles to Incorporate the Subdivision, Consolidation, and Name Change Provisions: To consider and, if thought fit, to pass a special resolution of Shareholders approving an amendment to the Company's Articles to incorporate the Subdivision, Consolidation and Name Change, as described further in the accompanying Information Circular.
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Other Matters: To transact such other business as may properly come before the Meeting.
The Board of Directors has fixed July 18, 2025 as the record date for determining the shareholders entitled to receive notice of and vote at the Meeting.
Shareholders unable to attend the meeting in person are requested to read the enclosed Information Circular and Proxy (or Voting Instruction Form, a "VIF") and then complete and deposit the Proxy or VIF in accordance with its instructions. Unregistered shareholders must deliver their complete Proxy or VIF in accordance with the instructions given by their financial institution or other intermediary that forwarded it to them.
If shareholders wish to attend the Meeting in person or submit questions to be addressed during the Meeting, please contact the Company through email [email protected]
Shareholders are strongly encouraged to vote in advance of the Meeting in accordance with the instructions provided in this Management Information Circular, with webcast details provided, and noting only physical attendees will be able to vote during the Meeting.
Full details on and materials for the Meeting and webcast will be made available at: https://kincoracopper.com/agm-materials/
BY ORDER OF THE BOARD
Jonathan (Sam) Spring
President & Chief Executive Officer
Notice of Annual General Meeting of Shareholders
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KINCORA COPPER
About Kincora Copper
Kincora Copper is an ASX and TSXV listed exploration company focused on world-class gold rich copper discoveries in Australia's foremost porphyry belt (the Macquarie Arc, in NSW).
Kincora has assembled an industry leading technical team who have made multiple world-class copper-gold discoveries, who have "skin in the game" equity ownership and who are backed by a strong institutional shareholder base. Our exploration model applies a robust systematic approach utilising modern exploration techniques supporting high-impact, value add programs underpinned by targets with strong indications for world-class scale potential.
For further information on Kincora please visit: https://kincoracopper.com
For further information please contact:
Sam Spring, President and Chief Executive Officer
[email protected] or +61431 329 345
Executive office
400 - 837 West Hastings Street
Vancouver, BC V6C 3N6, Canada
Tel: 1.604.630.7296
Fax: 1.888.241.5996
Subsidiary office Australia
C/- JM Corporate Services
Level 6, 350 Collins Street
Melbourne, Victoria 3000 Australia
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) or the Australian Securities Exchange accepts responsibility for the adequacy or accuracy of this release.
Notice of Annual General Meeting of Shareholders
www.kincoracopper.com