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Koryx Copper Inc. AGM Information 2024

Jan 23, 2024

43657_rns_2024-01-23_f93f7f33-fcdd-4358-9393-d6621984692a.pdf

AGM Information

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Suite 888 – 700 West Georgia Street, Vancouver, BC V6C 2T6

NOTICE OF ANNUAL GENERAL MEETING

TO BE HELD ON FEBRUARY 27, 2024

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “ Meeting ”) of shareholders of Koryx Copper Inc. (the “ Company ”) will be held via virtual meeting on February 27, 2024, at 11:00 a.m. (Pacific Time), for the following purposes:

  1. to receive and consider the audited consolidated financial statements of the Company for its fiscal year ended August 31, 2023, together with the auditor’s report thereon;

  2. to set the number of directors at six (6);

  3. to elect directors of the Company for the ensuing year;

  4. to appoint Crowe MacKay LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors to fix the auditor’s remuneration;

  5. to re-approve the Company’s rolling Omnibus Plan as more particularly described in the management information circular dated January 12, 2024 (the “ Information Circular ”); and

  6. to transact any other business which may properly come before the Meeting.

Virtual Meeting

This year the Company will be holding its Meeting in a virtual only format. Shareholders will have an equal opportunity to participate at the Meeting online regardless of geographic location. Registered shareholders and proxyholders will be able to attend the Meeting and vote virtually. Non-Registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as a guest but will not be able to vote at the Meeting. This voting restriction results from the transfer agent not having a record of non-registered shareholders, such that it would be unable to confirm shareholdings or entitlement to vote unless they appoint themselves as proxyholder. Please see “ Appointment and Revocation of Proxy ” below in the accompanying Information Circular.

Attending the Meeting Virtually

Shareholders will not be able to attend the Meeting in person . Instead, Registered Shareholders and duly appointed proxyholders can virtually attend, participate, vote or submit questions at the virtual Meeting online and non-registered shareholders will be able to attend the virtual Meeting online by registering before February 25, 2024 at the following link:

https://bit.ly/41Ygltv

After registering by completing the online survey, you will receive a confirmation email with access instructions.

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To ensure a smooth process, the Company is asking registered participants to log in by 11:00 a.m. (PST) on February 27, 2024 . It is the shareholders’ responsibility to ensure connectivity during the meeting and the Company encourages its shareholders to allow sufficient time to log in to the Meeting before it begins.

Just as they would be at an in-person meeting, Registered shareholders and duly appointed proxyholders will be able to attend the virtual Meeting, participate, submit questions online and vote virtually, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the accompanying Information Circular. Registered shareholders who are unable to attend the virtual Meeting are requested to complete, sign and date the accompanying form of proxy in accordance with the instructions provided therein and in the Information Circular and return it in accordance with the instructions and timelines set forth in the Information Circular. Non-registered (or beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual Meeting as "guests", but will not be able to participate, submit questions or vote at the virtual Meeting.

The details of all matters proposed to be put before shareholders at the Meeting are set forth in the management Information Circular accompanying this Notice of Meeting. At the Meeting, shareholders will be asked to approve each of the foregoing items. Shareholders are reminded to review all information contained in the Information Circular prior to voting.

Notice-and-Access

The Company is using the notice-and-access procedure (“Notice-and-Access”) adopted by the Canadian Securities Administrators for the delivery of the Information Circular. This alternative means of delivery is more environmentally friendly as it will help reduce paper use and mitigate the Company’s printing and mailing costs. Under Notice-and-Access, shareholders are still entitled to receive a form of proxy (or voting instruction form) enabling you to vote. However, instead of receiving paper copies of the Information Circular, shareholders receive this notice of Meeting and a Notice-and-Access notification which contains information about how to access the Information Circular.

For more information about Notice-and-Access procedures, please call toll-free at: 1-888-500-4587.

Websites Where Meetings Materials are Posted

Under Notice-and-Access, the Company will deliver applicable meeting materials to shareholders by posting the meeting materials on the Company’s website.

The meeting materials will be available on this website as of January 23, 2024 and will remain on the website for one full year thereafter. The Meeting materials will also be available under the Company’s profile on SEDAR+ at www.sedarplus.ca as of January 23, 2024.

How to Obtain Paper Copies of Meeting Materials

Shareholders will receive a Notice-and-Access notification which will contain information on how to obtain electronic and paper copies of the meeting materials in advance of the Meeting. Shareholders who wish to receive paper copies of the meeting materials may request copies from the Company by sending written notice to Suite 888, 700 West Georgia Street, Vancouver, British Columbia V7Y 1G5, or by fax to (604) 662-3791; or by telephone call to the Company at (604) 718-5454 or toll-free: 1-888-500-4587; or by email to the Company at [email protected]. Shareholders may request paper copies of the materials for the Meeting be sent to them by postal delivery at no cost to them. To ensure you receive the materials in advance of the voting deadline and Meeting date, all requests must be received no later than February 10, 2024.

Record Date

The directors of the Company have fixed January 12, 2024 as the record date for the Meeting (the “ Record Date ”). Only shareholders of record at the close of business on the Record Date are entitled to vote at the Meeting or any adjournment or postponement thereof.

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Proxies

If you are a Registered Shareholder of the Company and unable to attend the Meeting in person, please exercise your right to vote by completing and returning the accompanying form of proxy and deposit it with Computershare Trust Company of Canada. Proxies must be completed, dated, signed and returned to Computershare Trust Company of Canada, Proxy Department, at 8th Floor, 100 University Avenue, Toronto, Ontario, Canada, M5J 2Y1 by 11:00 a.m. (Vancouver time) on February 25, 2024, or if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the date to which the Meeting is adjourned or postponed. Telephone voting can be completed at 1-866-732-8683, voting by fax can be sent to 1-866-249-7775 or 416-263-9524 and Internet voting can be completed at www.investorvote.com.

If you are a Non-Registered Shareholder, please follow the instructions from your bank, broker or other financial intermediary for instructions on how to vote your shares.

DATED at Vancouver, British Columbia, January 12, 2024.

BY ORDER OF THE BOARD

  • Pierre Léveillé

Pierre Léveillé President & Chief Executive Officer

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2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS

You are receiving this notification as Koryx Copper Inc. (the “ Company ”) has decided to use the notice-and-access model for delivery of meeting materials to its shareholders in respect of its 2024 Annual General Meeting (“ Meeting ”) to be held on February 27, 2024. This Notice of Meeting is prepared under the notice-and-access rules that came into effect on February 11, 2013 under National Instrument 54-101 “ Communication with Beneficial Owners of Securities of a Reporting Issuer”. Under notice-and-access, shareholders still receive a proxy or voting instruction form enabling them to vote at the Meeting. However, instead of a paper copy of the management information circular (the “ Information Circular ”), shareholders receive this notice with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally responsible, as it will help reduce paper use and the Company’s carbon footprint, and will also reduce the cost of printing and mailing of the meeting materials to shareholders.

MEETING DATE AND TIME February 27, 2024 at 11:00 a.m. PST

Virtual Meeting

This year the Company will be holding its Meeting in a virtual only format. Shareholders will have an equal opportunity to participate at the Meeting online regardless of geographic location. Registered Shareholders (as defined in the accompanying Information Circular) and proxyholders will be able to attend the Meeting and vote virtually. Non-Registered Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as a guest but will not be able to vote at the Meeting. This voting restriction results from the transfer agent not having a record of Non-Registered Shareholders, such that it would be unable to confirm shareholdings or entitlement to vote unless they appoint themselves as proxyholder. Please see “Appointment and Revocation of Proxy” in the accompanying Information Circular.

Attending the Meeting Virtually

Shareholders will not be able to attend the Meeting in person . Instead, Registered Shareholders and duly appointed proxyholders can virtually attend, participate, vote, or submit questions at the virtual Meeting online and non-registered shareholders will be able to attend the virtual Meeting online by registering before February 27, 2024 at the following link:

https://bit.ly/41Ygltv

After registering by completing the online survey, you will receive a confirmation email with access instructions.

To ensure a smooth process, the Company is asking registered participants to log in by 11:00 a.m. (PST) on February 27, 2024. It is the shareholders’ responsibility to ensure connectivity during the meeting and the Company encourages its shareholders to allow sufficient time to log in to the Meeting before it begins.

Just as they would be at an in-person meeting, Registered Shareholders and duly appointed proxyholders will be able to attend the virtual Meeting, participate, submit questions online and vote virtually, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the Information Circular. Registered Shareholders who are unable to attend the virtual Meeting are requested to complete, sign and date the accompanying form of proxy in accordance with the instructions provided therein and in the Information Circular and return it in accordance with the instructions and timelines set forth in the Information Circular. NonRegistered (or Beneficial) Shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual Meeting as “guests”, but will not be able to participate, submit questions or vote at the virtual Meeting.

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

  1. FINANCIAL STATEMENTS : To receive and consider the audited consolidated financial statements of the Company for the financial year ended August 31, 2023, together with the report of the auditors thereon. NOTE: There are no financial statements included in the mailing. The audited consolidated financial statements and related management discussion and analysis have already been mailed to those shareholders who have previously requested to receive them.

  2. SET THE NUMBER OF DIRECTORS : To set the number of directors of the Company at six (6). See the section entitled “Particulars of Matters to be Acted upon – 2. Set Number of Directors” in the Information Circular.

  3. ELECTION OF DIRECTORS : To elect directors of the Company for the ensuing year. See the section entitled “Particulars of Matters to be Acted upon – 3. Election of Directors” in the Information Circular.

  4. APPOINTMENT OF AUDITOR : To appoint Crowe MacKay LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration. See “Particulars of Matters to be Acted upon – 4. Appointment of Auditor” in the Information Circular.

5. TO RE-APPROVE THE COMPANY’S OMNIBUS PLAN See “ Particulars of Matters to be Acted upon – 5 . Omnibus Plan” in the Information Circular.

  1. OTHER BUSINESS : To transact such other business as may properly come before the Meeting or any adjournment thereof. See the section entitled “ Other Business ” in the Information Circular.

Reference is made to the Information Circular of the Company dated January 12, 2024, which contains additional details concerning the matters outlined above.

SHAREHOLDERS ARE REMINDED TO VIEW THE INFORMATION CIRCULAR FOR THE MEETING PRIOR TO VOTING.

WEBSITES WHERE MEETING MATERIALS ARE POSTED:

The meeting materials may be viewed online under the Company’s profile at www.sedarplus.ca or the Company’s website at koryxcopper.com.

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS:

Shareholders may request paper copies of the materials for the Meeting be sent to them by postal delivery at no cost to them. To ensure you receive the materials in advance of the voting deadline and Meeting date, all requests must be received no later than February 14, 2024. If you do request a paper copy of the meeting materials, please note that another Voting Instruction Form/Proxy will not be sent; please retain your current one for voting purposes.

Shareholders who wish to receive paper copies of the meeting materials may request copies from the Company by sending written notice to Suite 888, 700 West Georgia Street, Vancouver, British Columbia V7Y 1G5, or by fax to (604) 662-3791; by telephone call to the Company at (604) 718-5454 or toll-free: 1-888-500-4587; or by email to the Company at [email protected]. Meeting Materials will be sent to such shareholders within three business days of their request if such requests are received by the Company no later than five business days before the Meeting date. Requests may also be made up to one year from the date the Information Circular was filed on SEDAR+.

Stratification used: NO

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VOTING

Registered Shareholders are asked to return their proxies using one of the following methods at least two business day in advance of the proxy cut-off date as set out in the accompanying proxy:

Internet : www.investorvote.com Telephone : 1-866-732-VOTE (8683) Toll Free 1-312-588-4290 Direct Dial for registered holders outside of North America Fax : 1-866-249-7775 or 416-263-9524 Mail : Computershare Trust Company of Canada, Proxy Dept. 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, Canada

Non-Registered Shareholders are asked to use the voter instruction form provided by your intermediary (bank, trust company or broker) and return it as early as practicable to ensure that it is transmitted on time. It must be received by your intermediary with sufficient time for them to file a proxy by the deadline noted above.

Shareholders with questions about notice and access can email the Company at [email protected] or can telephone the Company at (604) 718-5454.