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Kuya Silver Corporation — Proxy Solicitation & Information Statement 2026
May 22, 2026
47381_rns_2026-05-22_799e621f-feeb-4e77-aaf2-91968c011492.pdf
Proxy Solicitation & Information Statement
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KUYA SILVER CORPORATION
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “Meeting”) of the shareholders of Kuya Silver Corporation (the “Company”) will be held as a virtual shareholders’ meeting via live webinar at https://event.webinarjam.com/gykm4/register/2wr4ytml on Thursday, June 18, 2026 at 1:00 PM (Eastern), for the following purposes:
- to receive the audited consolidated financial statements of the Company for the year ended December 31, 2025 and the report of the auditor thereon;
- to fix the number of directors of the Company to be elected at the Meeting;
- to elect the directors of the Company to hold office until the next annual meeting of shareholders;
- to appoint Davidson & Company LLP, Chartered Professional Accountants, as auditor to hold office until the next annual meeting of shareholders at a remuneration to be fixed by the board of directors (the “Board”);
- to consider and, if deemed advisable, pass, with or without amendment, an ordinary resolution, the full text of which is set out in the accompanying management information circular (the “Information Circular”), ratifying, adopting and re-approving the 10% rolling equity incentive plan of the Company and authorizing the Company’s Board to make any amendments thereto that may be required for the purpose of obtaining the approval of applicable securities regulatory authorities or stock exchanges; and
- to transact such other business as may properly come before the Meeting or any adjournment or postponements thereof.
Shareholders should refer to the accompanying Information Circular, for more detailed information with respect to the matters to be considered at the Meeting.
A registered shareholder may attend the Meeting or may be represented by proxy. Shareholders unable to attend the Meeting or any adjournment or postponements thereof are requested to date, sign and return the accompanying instrument of proxy (“Instrument of Proxy”) for use at the Meeting or any adjournment or postponements thereof. To be effective, the Instrument of Proxy must be mailed so as to reach or be deposited with Computershare Trust Company of Canada, Attention: Proxy Department, 510 Burrard Street, 3rd Floor, Vancouver, British Columbia, V6C 3B9, not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the City of Vancouver, British Columbia) prior to the time set for the Meeting or any adjournment or adjournments thereof.
The Company has made arrangements to hold the Meeting as a completely virtual meeting, conducted via audio conference, where all shareholders regardless of geographic location and equity ownership will have an equal opportunity to participate at the Meeting and engage with directors and management of the Company as well as other shareholders. As shareholders will not be able to attend the Meeting in person, we strongly encourage you to vote by proxy in advance of the Meeting. Registered shareholders and duly appointed proxyholders will be able to vote at the Meeting, in accordance with instructions provided by the Chair at the Meeting. Registered shareholders and duly appointed proxyholders will be asked to identify themselves before the beginning of the Meeting. Beneficial shareholders (being shareholders who hold their securities through a broker, investment dealer, bank, trust company, custodian, nominee, or other intermediary) who have not duly appointed themselves as proxyholders will be able to attend but will not be able to vote at the Meeting.
If you are not a registered shareholder of the Company and received this Notice and the Information Circular through your broker or another intermediary, please complete and return the accompanying Instrument Proxy or Voting Instruction Form provided to you by such broker or other intermediary, in accordance with the instructions provided therein.
DATED at Toronto, Ontario, as of the 14th day of May 2026.
ON BEHALF OF THE BOARD OF DIRECTORS
“/s/ David Stein”
David Stein
President, Chief Executive Officer and Director