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Mayfair Gold Corp. — AGM Information 2021
Jun 1, 2021
47947_rns_2021-06-01_5a9b4a2d-c0f4-405d-b1c6-965f731a6a8d.pdf
AGM Information
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MAYFAIR GOLD CORP.
489 MacDougall Street Matheson, Ontario P0K 1N0 Telephone No.: 1-800-301-6816
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that an annual general meeting (the “ Meeting ”) of the shareholders (the “ Shareholders ”) of Mayfair Gold Corp. (the “ Company ”) will be held at Suite 1500 – 1055 West Georgia Street, Vancouver, British Columbia V6E 4N7, by way of in-person/teleconference call meeting, on Wednesday, June 30, 2021, at the hour of 10:00 a.m. (Pacific Time). In light of the ongoing public health concern related to COVID-19 and in order to comply with measures imposed by the federal and provincial governments, the Company is encouraging Shareholders and others not to attend the Meeting in person.
The Company is offering Shareholders the option to listen and participate (but not vote) at the Meeting in real time by conference call at:
Within Canada (Toll): 1-604-449-3026
Within Canada (Toll Free): 1-855-244-8677
From US (Toll Free): 1-855-282-6330
Attendee Access Code: 364 847 56
The Meeting is to be held for the following purposes:
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to receive the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2020, together with the auditor’s report thereon, and the related management discussion and analysis;
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to set the number of directors of the Company for the ensuing year at five (5);
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to elect directors of the Company for the ensuing year;
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to appoint Davidson & Company LLP, Chartered Professional Accountants, as the auditors of the Company for the ensuing year and to authorize the directors to fix the auditor’s remuneration;
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to ratify and approve the Company’s Option Plan for continuation until the Company’s next annual general meeting, as such Option Plan is more particularly described in the accompanying management information circular (the “ Information Circular ”); and
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to transact such other business, including amendments to the foregoing, as may properly come before the Meeting or any adjournment or adjournments thereof.
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 the development of the current coronavirus outbreak (“ COVID-19 ”). In light of the rapidly evolving public health guidelines related to COVID-19, we ask Shareholders to consider voting their common shares of the Company (the “ Common Shares ”) by proxy and not attend the Meeting in person. Those 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 available at: 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. 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
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proxy (or voting instruction form) prior to the Meeting by one of the means described in 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. We strongly recommend you check the Company’s SEDAR profile prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to COVID-19, the Company will not prepare or mail amended Meeting proxy materials.
THE BOARD OF DIRECTORS AND MANAGEMENT REQUEST ALL SHAREHOLDERS VOTE BY PROXY AND NOT ATTEND THE MEETING IN PERSON.
In order to be valid and acted upon at the Meeting, proxies must be received no later than 10:00 a.m. (Pacific Time) on Monday, June 28, 2021 or not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time for holding the Meeting or any postponement(s) or adjournment(s) thereof. Failure to so deposit a form of proxy will result in its invalidation. Notwithstanding the foregoing, the chair of the Meeting has the discretion to accept proxies received after such deadline.
An Information Circular accompanies this Notice. The Information Circular contains details of matters to be considered at the Meeting. No other matters are contemplated, however any permitted amendment to or variation of any matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof.
The audited consolidated financial statements for the fiscal year ended December 31, 2020 and the report of the auditor thereon will be made available at the Meeting and are available on www.sedar.com.
Registered Shareholders who are unable to attend the Meeting in person and who wish to ensure that their Common 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 Information 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 Common Shares will be voted at the Meeting. If you hold your Common Shares in a brokerage account, you are a non-registered Shareholder.
Shareholders who wish to attend the Meeting in person must call McMillan LLP at (604) 689-9111 at least 48 hours prior to the date of the Meeting for further instructions on in-person attendance procedures.
DATED at Vancouver, British Columbia, as of this 25[th] day of May, 2021.
BY ORDER OF THE BOARD
“Patrick Evans”
Patrick Evans President and Chief Executive Officer
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