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Mako Mining — AGM Information 2024
Aug 26, 2024
45892_rns_2024-08-26_d22244c1-fdd0-4430-aec2-18419769287c.pdf
AGM Information
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MAKO MINING CORP.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
| Date: | Monday, September 30, 2024 |
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| Time: | 10:00 a.m. (Toronto time) |
| Meeting Venue: | Suite 3200, Bay Adelaide Centre - North Tower, Cassels Boardroom, 40 Temperance St., Toronto, ON, M5H 0B4 |
NOTICE IS HEREBY GIVEN that an annual general meeting (the “ Meeting ”) of holders of common shares (“ Shareholders ”) of Mako Mining Corp. (“ Mako ” or the “ Company ”) will be held at 10:00 a.m. (Toronto time) on September 30, 2024 at Suite 3200, Bay Adelaide Centre - North Tower, Cassels Boardroom, 40 Temperance St., Toronto, ON, M5H 0B4, for the following purposes:
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to receive and consider the financial statements of the Company, together with the auditor’s report thereon, for the year ended December 31, 2023;
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to fix the number of directors of the Company at seven (7);
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to elect directors for the ensuing year;
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to appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration;
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to consider, and, if thought advisable, to pass an ordinary resolution to re-approve the Company’s Omnibus Incentive Plan; and
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to transact such further and other business as may properly be brought before the Meeting or any postponement or adjournment thereof.
Specific details of the matters proposed to be put before the Meeting are set forth in the management information circular of the Company dated August 14, 2024 (the “ Information Circular ”). Shareholders are reminded to review the Information Circular before voting.
The Company is using the notice-and-access system (“ Notice-and-Access ”) under National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 Continuous Disclosure Obligations to distribute the Notice of Meeting and Information Circular to Shareholders. Notice-and-Access allows the Company to post electronic versions of its proxy-related materials on SEDAR+ and on the Company’s website, rather than mailing paper copies to Shareholders. This alternative means of distribution of the Company’s proxy-related materials is more environmentally friendly by reducing paper use, and also reduces printing and mailing costs of the Company. Note that Shareholders still have the right to request paper copies of the proxy-related materials posted online by the Company under Notice-and-Access if they so choose.
The proxy-related materials are available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at https://www.makominingcorp.com/investors/agm/.
Registered holders may request paper copies of the proxy-related materials to be sent to them by postal delivery at no cost to them. In order to receive a paper copy of the proxy-related materials please call the Company’s transfer agent, Computershare Investor Services Inc. (“ Computershare ”) toll free at 1-866-962-0498 (within North America) or direct (1-514-982-8716) from outside North America and entering your control number as indicated on your Proxy or Voting Instruction Form.
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Beneficial holders who wish to receive a paper copy of the proxy-related materials should contact Broadridge Investor Communications Solutions, Canada at 1-877-907-7643 or outside North America at 303-562-9305.
Shareholders who wish to receive a paper copy of the Information Circular and/or annual audited financial statements for the year ended December 31, 2023, in advance of the Meeting should make such request to the Company by no later than September 16, 2024, in order to allow reasonable time to receive and review the Information Circular prior to the proxy deadline of 10:00 a.m. (Toronto time) on September 26, 2024. The Information Circular will be sent to Shareholders within three (3) business days of their request if such request is made prior to the date of the Meeting. Following the Meeting, the Information Circular will be sent to such shareholders within 10 days of their request.
Shareholders will receive a paper copy of a notice package (the “ Notice Package ”) under Notice-andAccess via pre-paid mail containing: (i) a notification regarding the Company’s use of Notice-and-Access and how the proxy-related materials may be obtained, (ii) a form of proxy (if you are a registered Shareholder) or a voting instruction form (if you are a beneficial Shareholder), and (iii) a supplemental mailing list return card to elect to receive paper copies of the Company’s financial statements and management’s discussion and analysis.
The annual consolidated financial statements (the “ Annual Financial Statements ”) and related management’s discussion and analysis (“ MD&A ”) of the Company for the year ended December 31, 2023, have previously been mailed to those Shareholders who had requested to receive them by indicating (where marked) on the form of proxy or voting instruction form, as applicable, or through completing the supplemental mailing list return card distributed to Shareholders in connection with the Company’s 2023 Annual Meeting of Shareholders. The Annual Financial Statements and MD&A are available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.makominingcorp.com/investors/financial-reports. Shareholders may also request paper copies of the Annual Financial Statements and MD&A, free of charge, by calling the Company’s transfer agent, Computershare Investor Services Inc. (“ Computershare ”) toll free at 1-866-962-0498 (within North America) or direct (1-514-982-8716) from outside North America or via email at [email protected].
The record date for determining the Shareholders entitled to receive notice of and vote at the Meeting is the close of business on August 14, 2024 (the “ Record Date ”). Only Shareholders whose names have been entered in the register of Shareholders as of the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting.
Shareholders are requested to complete, date and sign the form of proxy contained in the Notice Package (in the return envelope provided for that purpose), or, alternatively, to vote over the internet, in each case in accordance with the instructions set out in the Notice Package. The completed proxy form must be deposited at the office of Computershare Investor Services Inc. (“ Computershare ”), 100 University Avenue 8th Floor, Toronto, Ontario, M5J 2Y1, Attn: Proxy Department, by mail, by fax at 1.416.263.9524 or toll free at 1.866.249.7775, or online at www.investorvote.com, or the proxy vote must otherwise be registered in accordance with the instructions set forth in the Notice Package. Non-registered Shareholders who receive the proxy-related materials through their broker or other intermediary should complete and send the form of proxy or voting instruction form delivered in the Notice Package in accordance with the instructions provided by their broker or intermediary.
To be effective, a proxy must be received by Computershare not later than 10:00 a.m. (Toronto time) on September 26, 2024, or in the case of any postponement or adjournment of the Meeting, not less than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the postponed or adjourned
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meeting. Late proxies may be accepted or rejected by the Chairperson of the Meeting in his or her discretion. The Chairperson is under no obligation to accept or reject any particular late proxy.
DATED this 14[th] day of August, 2024.
BY ORDER OF THE BOARD OF DIRECTORS OF MAKO MINING CORP.
“Akiba Leisman”
Akiba Leisman Chief Executive Officer and Director
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