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Magma Silver Corp. AGM Information 2021

Nov 16, 2021

46472_rns_2021-11-16_bbcaea49-f27d-4562-9569-551514d3abb3.pdf

AGM Information

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CENTRAL AFRICAN GOLD INC.

Suite 1080, 789 West Pender Street Vancouver, British Columbia, V6C 1H2

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Special meeting (the “ Meeting ”) of CENTRAL AFRICAN GOLD INC. (the “ Company ”) will be held on Friday, December 3, 2021 at 10:00 A.M . (Pacific Time). To mitigate risks to the health and safety of our shareholders, employees, communities and other stakeholders related to COVID-19, and in order to comply with federal, provincial and municipal restrictions that are or may be imposed in connection with the COVID-19 mitigation efforts, the Meeting will take place online only via a virtual meeting portal through which you can listen to the Meeting and submit questions.

The Meeting will be held for the following purposes:

  1. to receive the audited financial statements of the Company for the financial year ended December 31, 2020, together with the auditor’s report thereon;

  2. to fix number of directors at four (4);

  3. to elect directors for the ensuing year;

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

  5. to approve the Company’s 10% ‘rolling’ Stock Option Plan for the ensuing year, as set forth in the Management Information Circular accompanying this Notice; and

  6. to transact such other business as may properly come before the Meeting or any adjournments thereof.

The accompanying Management Information Circular (the “ Circular ”) provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Also accompanying this Notice are (i) Form of Proxy or Voting Instruction Form, and (ii) Financial Statement Request Form. Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting.

Only shareholders of record at the close of business on October 29, 2021 , will be entitled to receive notice of and vote at the Meeting. Shareholders are entitled to vote at the Meeting either in person or by proxy and each shareholder of the Company entitled to vote on any matter at the Meeting shall be entitled to one vote for every such common share standing in such shareholder’s name on the record date of the Meeting.

Registered shareholders who are unable to attend the Meeting and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of proxy, or another suitable form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular.

Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account, you are not a registered shareholder.

ZOOM MEETING DETAILS:

In order to dial into the Meeting within Canada, shareholders can phone 1.778.907.2071 or in the United States, shareholders can phone 1.669.900.6833 and enter the Meeting ID and Password noted below.

Alternatively, you can find your local number at: https://zoom.us/u/acjmEywjak

In order to access the Meeting through Zoom, shareholders will need to download the application onto their computer or smartphone and then once the application is loaded, enter the Meeting ID and Password below or open the following link:

= https://us02web.zoom.us/j/83120579618?pwd dDZWV3ExRVlSUFUzZzljT3k5VXpMUT09

Shareholders will have the option through the application to join the video and audio or simply view and listen.

Meeting ID: 831 2057 9618 Passcode: 664295

In order to assist the Scrutineer with attendance, Shareholders are asked to log into the Meeting with their First and Last Names.

DATED at Vancouver, British Columbia, this 29[th] day of October, 2021 .

BY ORDER OF THE BOARD OF DIRECTORS:

Signed: “J. Stephen Barley”

J. STEPHEN BARLEY Executive Chairman & Director