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Mongoose Mining Ltd. — AGM Information 2021
May 18, 2021
47762_rns_2021-05-18_f3a89679-c377-40a7-82c9-3f4593359c79.pdf
AGM Information
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MONGOOSE MINING LTD.
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 15, 2021
NOTICE IS HEREBY GIVEN THAT AN ANNUAL GENERAL AND SPECIAL MEETING (the “ Meeting ”) of holders (“ Shareholders ”) of common shares (“ Common Shares ”) of Mongoose Mining Ltd. (the “ Company ”) will be held at Livingston Place , 900-222 3rd Avenue S.W., Calgary, Alberta T2P 0B4, at 1:00 p.m. (Calgary Time), on Tuesday, June 15, 2021 for the following purposes:
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to receive and consider the audited financial statements of the Company for the financial year ended December 31, 2020 and the report of the auditor thereon;
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to elect the current directors of the Company (the “ Current Slate ”) to serve from the close of the Meeting until the earlier of: (i) the close of the next annual meeting of shareholders of the Company or until their successors are elected or appointed; and (ii) a time determined by the Current Slate, such time to be (x) no earlier than the time of completion of the transaction between Mongoose and Spark Minerals Inc. (“ Spark ”) shareholders (the “ Transaction ” or “ Proposed Transaction ”) and (y) not later than one business day following the date of completion of the Proposed Transaction, and, if no such determination is made by the Current Slate, such determination will be deemed to have been made and the time deemed to be determined shall be the effective time of the Proposed Transaction (any such determined time, the “ Change of Board Time ”), as more fully described in the management information circular (the “ Management Information Circular ”) accompanying this Notice;
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to elect the directors of the Company to serve from the Change of Board Time until the close of the next annual meeting of shareholders of the Company or until their successors are elected or appointed (the “ New Slate ”), as more fully described in the Management Information Circular;
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to appoint the auditor of the Company for the ensuing year and to authorize the board of directors of the Company to fix the auditor’s remuneration;
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to consider and, if thought fit, approve, with or without variation, an ordinary resolution (the ” Acquisition Resolution ”), as set forth in the accompanying Management Information Circular, authorizing and approving the acquisition of all the issued and outstanding common shares of Spark Minerals Inc. (“ Spark ” or “ Privco ”), as provided for in and subject to the conditions set out in the share exchange agreement (the “ Share Exchange Agreement ”) dated March 17, 2021, as amended, between Mongoose and Spark shareholders (the “ Transaction ” or “ Proposed Transaction ”); and
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to transact such other business as may be properly brought before the Meeting or any adjournment thereof.
The board of directors of the Company has fixed the record date for the Meeting at the close of business on Friday, April 16, 2021 (the “ Record Date ”). Only Shareholders of record as at the Record Date are entitled to receive notice of the Meeting. Shareholders of record will be entitled to vote those Common Shares owned as at the Record Date, unless any such Shareholder transfers such Shareholder’s Common Shares after the Record Date and the transferee of those Common Shares establishes that the transferee owns the Common Shares and demands, not later than 10 days before the Meeting, that the transferee’s name be included in the list of Shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such Common Shares at the Meeting.
Note of Caution Concerning the COVID-19 Outbreak
Due to the public health restrictions implemented to combat the spread of the COVID-19 pandemic, including restrictions on mass gatherings implemented by the Government of Alberta and taking into account the health and safety of our employees, Shareholders, service providers and other stakeholders, the Company strongly encourages Shareholders NOT to attend the Meeting in person. The Company strongly encourages Shareholders to vote by proxy on the internet, rather than attending the Meeting in person. To this end, only registered Shareholders and proxyholders will be permitted to attend the Meeting in person. Further restrictions with regard to the Meeting may be implemented by the Company as required in accordance with applicable laws and to comply with public health restrictions. At the Meeting, the Company may adopt screening or other measures for identifying COVID-19 symptoms or risk factors as may be recommended or required by
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applicable health authorities. These measures may include requiring registered Shareholders or duly appointed proxy holders still wishing to attend the Meeting in person to sign a confirmation letter at the Meeting that they are not a confirmed case of COVID-19 or a close contact of a confirmed case of COVID-19, they are not experiencing cold or flu-like systems, including fever, cough, difficulty breathing, muscle aches, fatigue, headache, sore throat or runny nose, and that they have not travelled outside of Canada for a period of two weeks preceding the Meeting date. The Company reserves the right to refuse admission to a Shareholder or proxyholder seeking to attend the Meeting if the Company believes the Shareholder or proxyholder poses a health risk to attendees at the Meeting or would otherwise breach public health restrictions. THE COMPANY MAY LIMIT ATTENDEES AS REQUIRED BY MASS GATHERING RESTRICTIONS IMPLEMENTED BY THE GOVERNMENT OF ALBERTA AT THE TIME OF THE MEETING. In addition, any attendees will be required to practice social distancing at the Meeting.
In order to permit Shareholders and proxyholders to listen to the Meeting in real time, without having to attend in person, a conference call of the Meeting will be available as follows:
Conference call participation:
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North America Toll-Free: 1 877 234 4610
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Local (Calgary): 403 269 5197
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Participant Conference Access code: 4872953 #
Shareholders will not be able to vote through the conference call ; however, there will be a question and answer session following the termination of the formal business of the Meeting during which Shareholders attending the conference call can ask questions.
As the COVID-19 outbreak continues to be a rapidly evolving situation, and in light of changing public health restrictions and recommendations related to COVID-19, there may be changes to the date, time and location of the Meeting, or the Company may adjourn or postpone the Meeting. The Company will continue to monitor and review provincial and federal governmental guidance in order to assess and implement measures to reduce the risk of spreading the virus at the Meeting. Any such changes will be communicated by news release which will be made available under the Company’s profile on SEDAR at www.sedar.com.
WE STRONGLY ENCOURAGE ALL SHAREHOLDERS TO VOTE ELECTRONICALLY BY PROXY RATHER THAN ATTENDING THE MEETING IN PERSON.
DATED this 16[th] day of May 2021.
BY ORDER OF THE BOARD OF DIRECTORS
(signed) John van Driesum Chief Executive Officer and Director
IMPORTANT
It is desirable that as many shares as possible be represented at the Meeting. If you do not expect to attend and would like your Common Shares represented, please complete the enclosed instrument of proxy and return it as soon as possible in accordance with the options indicated. A proxy will not be valid unless it is deposited with our transfer agent Odyssey Trust Company, (i) by email to [email protected] (please send front and back of proxy); (ii) by online submission at https://login.odysseytrust.com/pxlogin (iii) by fax at (800) 517-4553 or (iv) by mail to Odyssey Trust Company, at 1230, 300 - 5[th] Avenue SW, Calgary, AB T2P 3C4. All instructions are listed in the enclosed form of
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proxy. In order to be valid and acted upon at the Meeting, proxies must be returned to the aforesaid address not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any adjournment or postponement thereof. Shareholders are cautioned that the transmission of proxies by mail is at each Shareholder’s risk.
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