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Marvel Discovery Corp. — AGM Information 2020
Nov 19, 2020
43348_rns_2020-11-19_c72ae416-8ff1-4b2b-bcea-70857febb676.pdf
AGM Information
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#600 -625 Howe Street Vancouver, B.C. V6C 2T6 Ph.#604-683-6648; Fax #604-683-1350
Website: www.MontoroResources.com E-Mail: Karim Rayani: [email protected] Email: Gary Musil: [email protected]
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Annual General Meeting (the “Meeting”) of the Shareholders of INTERNATIONAL MONTORO RESOURCES INC. (the “Company”) will be held at Suite 1450 - 789 West Pender Street, Vancouver, BC, V6C 1H2 on December 15, 2020, at the hour of 10:00 A.M., Vancouver time, for the following purposes:
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To receive and consider the report of the Directors and the financial statements of the Company, together with the auditor's report thereon for the financial year ended August 31, 2019;
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To fix the number of Directors at five (5);
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To elect Karim Rayani, Gary Musil, Fraser Rieche, Brent Griffin and Mark Luchinski as directors of the Company to hold office until the next annual meeting of the Company, or until such time as their successors are duly elected or appointed in accordance with the Company's constating documents;
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To appoint Crowe MacKay LLP, Chartered Accountants, as the auditors of the Company until the next annual general meeting of the Company and to authorize the directors of the Company to fix the remuneration to be paid to the auditor for such period;
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To approve an ordinary resolution to ratify, confirm and approve the Company's 2020 Stock Option Plan, as described in the Information Circular accompanying this Notice of Meeting.
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To consider and, if thought fit, to pass an ordinary resolution approving and ratifying the Company’s Advance Notice Policy, as more particularly described in the Company’s information circular accompanying this notice;
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To consider and, if thought fit, pass a resolution to approve a plan of arrangement under section 288 of the Business Corporations Act (British Columbia) involving the spin-out by the Company of the shares of a new subsidiary holding the Serpent River and Wicheeda North properties, as more particularly described in the Information Circular; and
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To transact such further or other business as may properly come before the Meeting and any adjournments thereof.
The accompanying information circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Meeting.
The Company’s Board of Directors has fixed November 10, 2020 as the record date for the determination of Shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered Shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.
If you are a registered Shareholder of the Company and unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with the Company’s transfer agent, Computershare Investor Services Inc. 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, by fax to 1-866-249-7775, by telephone (toll free within North America) 1-866-732-8683, or via internet at www.investorvote.com, at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.
If you are a non-registered Shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (the "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.
NOTE OF CAUTION CONCERNING COVID-19 OUTBREAK
At the date of this Notice and the accompanying Information Circular it is the intention of the Company to hold the Meeting at the location stated above in this Notice. We are continuously monitoring development of current coronavirus
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(COVID-19) outbreak ("COVID-19"). In light of the rapidly evolving public health guidelines related to COVID-19, we ask shareholders to consider voting their shares by proxy and NOT attend the meeting in person. Shareholders who do wish to attend the Meeting in person, should carefully consider and follow the instructions of the federal Public Health Agency of Canada: (https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html). We ask that shareholders also review and follow the instructions of any regional health authorities of the Province of British Columbia, including the Vancouver Coastal Health Authority, the Fraser Health Authority and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days immediately prior to the Meeting. All shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described on pages 2 and 3 of the Information Circular accompanying this Notice.
The Company reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 14 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company's profile on SEDAR as well as on our Company website at https://www.montororesources.com. We strongly recommend you check the Company's website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Company will not prepare or mail amended Meeting Proxy Materials.
While registered shareholders are entitled to attend the Meeting in person we strongly recommend that all Shareholders vote by proxy and accordingly ask that registered shareholders 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 Information Circular.
If you hold your Common Shares in a brokerage account, you are a non-registered shareholder ("Beneficial Shareholder''). Beneficial Shareholders who hold their Common Shares through a bank, broker or other financial intermediary should carefully follow the instructions found on the form of Proxy or VIF provided to them by their intermediary, in order to cast their vote.
THE BOARD OF DIRECTORS AND MANAGEMENT REQUEST ALL SHAREHOLDERS VOTE BY PROXY AND NOT ATTEND THE MEETING IN PERSON.
DATED at Vancouver, BC, this 10[th] day of November, 2020.
BY ORDER OF THE BOARD OF INTERNATIONAL MONTORO RESOURCES INC.
Signed:
Karim Rayani President and Chief Executive Officer