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Liberty Gold Corp. Proxy Solicitation & Information Statement 2021

Apr 29, 2021

46788_rns_2021-04-28_23774395-6b51-47e3-bf1b-6acced0b4348.pdf

Proxy Solicitation & Information Statement

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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the Annual and Special Meeting (the “ Meeting ”) of the shareholders (“ Shareholders ”) of Liberty Gold Corp. (the “ Corporation ” or “ Liberty Gold ”) will be held in the main boardroom at the Corporation’s offices, 1900-1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9, on Tuesday, June 8, 2021 at 2:00 p.m. (Vancouver time) in order to:

  1. receive the consolidated financial statements of the Corporation for the year ended December 31, 2020 and the auditor’s report thereon;

  2. elect those directors who will serve until the next annual meeting of Shareholders;

  3. appoint auditors that will serve until the next annual meeting of Shareholders and authorize the directors to fix their remuneration;

  4. transact such other business as may properly be brought before the Meeting and any postponement or adjournment thereof.

In addition to holding the Meeting in person, the Corporation will also hold the Meeting in a virtual format, which will be conducted via live webcast online at https://web.lumiagm.com/249075016. Registered Shareholders and duly appointed proxyholders will be able to attend, ask questions and vote at the Meeting online following the instructions under the heading “ Voting Information – Attending and Voting Virtually at the Meeting ” in the accompanying management information circular. Non-registered Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting virtually as guests, but guests will not be able to vote at the Meeting.

The Board has fixed the close of business on April 21, 2021 as the record date (the “ Record Date ”) for determining Shareholders entitled to receive notice of, and to vote at, the Meeting and any postponement or adjournment of the Meeting. Liberty Gold has prepared a list, as of the close of business on the Record Date, of the holders of Liberty Gold common shares (“ Common Shares ”). A holder of record of Common Shares whose name appears on such list is entitled to vote the Common Shares shown opposite such holder’s name on such list at the Meeting.

DATED at Vancouver, British Columbia, this 21[st] day of April, 2021.

By Order of the Board of Directors of Liberty Gold Corp.,

(Signed) “ Joanna Bailey

Joanna Bailey

Chief Financial Officer and Corporate Secretary

Shareholders are urged to complete and return the enclosed proxy or voting instruction form promptly. To be effective, Liberty Gold proxies must be received at the Vancouver office of Computershare Investor Services Inc. (“ Computershare ”), the Corporation’s registrar and transfer agent, by 2:00 p.m. (Vancouver time) on June 4, 2021, or 48 hours (excluding Sundays, Saturdays and holidays) prior to any adjourned or postponed Meeting. Shareholders whose Common Shares are held by a nominee may receive either a voting instruction form or form of proxy and should follow the instructions provided by the nominee.

Proxies will be counted and tabulated by Computershare in such a manner as to protect the confidentiality of how a particular Shareholder votes except where they contain comments clearly intended for management, in the case of a proxy contest, or where it is necessary to determine the proxy’s validity or to permit management and the Board to discharge their legal obligations to the Corporation or its Shareholders.

Have questions about this notice? Call the Toll Free Number below or scan the QR code to find out more.

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Toll Free 1-866 964-0492

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www.computershare.com/ noticeandaccess

Notice of Availability of Proxy Materials for LIBERTY GOLD CORP. Annual General Meeting

Meeting Date and Location:

When: June 8, 2021 Where: Hybrid Meeting - Main Boardroom, 1900 - 1055 2:00 pm (Pacific Time) West Hastings St., Vancouver, BC and online at https://web.lumiagm.com/249075016

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You are receiving this notice to advise that the proxy materials for the above noted securityholders' meeting are available on the Internet. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We remind you to access and review all of the important information contained in the information circular and other proxy materials before voting.

The information circular and other relevant materials are available at:

- www.envisionreports.com/LibertyGold 2021AGM

OR

www.sedar.com

How to Obtain Paper Copies of the Proxy Materials

Securityholders may request to receive paper copies of the current meeting materials by mail at no cost. Requests for paper copies may be made using your Control Number as it appears on your enclosed Voting Instruction Form or Proxy. To ensure you receive the materials in advance of the voting deadline and meeting date, all requests must be received no later than May 28, 2021. If you do request the current materials, please note that another Voting Instruction Form/Proxy will not be sent; please retain your current one for voting purposes.

For Holders with a 15 digit Control Number:

Request materials by calling Toll Free, within North America - 1-866-962-0498 or direct, from Outside of North America - (514) 982-8716 and entering your control number as indicated on your Voting Instruction Form or Proxy.

For Holders with a 16 digit Control Number:

Request materials before or after the meeting by calling 1-604-697-4953.

To obtain paper copies of the materials after the meeting date, please contact 1-604-697-4953.

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Securit holder Meetin Notice y g

The resolutions to be voted on at the meeting are listed below along with the Sections within the Information Circular where disclosure regarding the matter can be found.

  1. Election of Directors - Business of the Meeting - Election of Directors

  2. Appointment of Auditors - Business of the Meeting - Appointment of Auditor

Voting

PLEASE NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your securities you must vote using the methods reflected on your enclosed Voting Instruction Form or Proxy.

PLEASE VIEW THE INFORMATION CIRCULAR PRIOR TO VOTING

Annual Financial statement delivery

  • Only Registered and Beneficial holders who opted to receive one