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NewOrigin Gold Corp. — AGM Information 2021
Nov 5, 2021
43119_rns_2021-11-05_9d887468-ceb7-4173-8128-971a47e13fe6.pdf
AGM Information
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2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS
NewOrigin Gold Corp. (“NewOrigin”) has chosen to use the notice and access model for delivery of meeting materials to its shareholders. Under notice and access, shareholders still receive a proxy or voting instruction form enabling them to vote at the shareholders’ meeting. However, instead of receiving a paper copy of the Information Circular, shareholders receive this notice explaining how to access such materials electronically.
Meeting date and location: Tuesday, December 7, 2021 at 11:00 a.m. EST at 18 King Street East, Suite 902 Toronto, Ontario M5C 1C4 Purpose of Meeting:
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To receive and consider the comparative financial statements of the Company for the financial year ended June 30, 2021, together with the report of the auditor thereon;
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To set the number of directors at five (5);
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To elect directors for the ensuing year;
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To appoint Stern & Lovrics LLP as auditor of the Company for the ensuing year and to authorize the directors to determine the remuneration to be paid to the auditor; and
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To consider and, if thought fit, pass an ordinary resolution approving the stock option plan, as more particularly described in the Information Circular under the heading “Particulars of Matters to be Acted Upon - Stock Option Plan”.
The nature of the business to be transacted at the Meeting is described in further detail in the management information circular of the Company dated October 22, 2021 (the “Information Circular”).
Shareholders who are unable to attend the Meeting are requested to complete, sign, date and return the enclosed proxy. A proxy will not be valid unless it is deposited by mail, e-mail or by fax at the office of Capital Transfer Agency ULC. To be valid, the proxy must be received by the Corporation’s transfer agent, Capital Transfer Agency ULC, 390 Bay Street, Suite 920, Toronto, Ontario, M5H 2Y2, Fax Number: 416.350.5008, not later than 48 hours, excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario, prior to the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting at his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy. For assistance with respect to this Proxy please contact Capital Transfer Agency at the address or fax number provided above, by telephone at 1 844 499 4482 or via e-mail at [email protected].
Notice and Access
The Company is utilizing the Notice-and-Access Provisions that came into effect on February 11, 2013 under NI 54-101 and NI 51-102 for distribution of this Circular to Shareholders.
The Notice-and-Access Provisions are a new set of rules that allow reporting issuers to post electronic versions of proxy-related materials (such as proxy circulars and annual financial statements) on-line, via the System for Electronic Document Analysis and Retrieval (“SEDAR”) and one other website, rather than mailing paper copies of such materials to Shareholders. Electronic copies of this Circular, financial statements of the Company for the year ended June 30, 2021 (“Financial Statements”) and management’s discussion and analysis of the Company’s results of operations and financial condition for 2021 (“MD&A”) may be found on the Company’s SEDAR profile at www.sedar.com and also on the Company’s website at www.neworigingold.com under “Investors/AGM Information”.
The Company will not use procedures known as “stratification” in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of this Information Circular to some Shareholders with the notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and-Access Provisions, which will not include a paper copy of this Circular. Shareholders are reminded to review this Circular before voting.
Although this Circular, the Financial Statements and the MD&A will be posted electronically on-line as noted above, Shareholders will receive paper copies of a “notice package” via prepaid mail containing information prescribed by NI 54-101 and NI 51-102, a form of proxy or voting instruction form, and supplemental mail list return card for Shareholders to request they be included in the Company’s supplementary mailing list for receipt of the Company’s annual and interim financial statements for the 2021 fiscal year.
The Company anticipates that notice-and-access will directly benefit the Company through a substantial reduction in both postage and material costs, and also promote environmental responsibility by decreasing the large volume of paper documents generated by printing proxy-related materials.
Shareholders with questions about notice-and-access can call the Company’s transfer agent Capital Transfer Agency ULC (“Capital”) toll-free at 1-844-499-4482. Shareholders may also obtain paper copies of the Information Circular, Financial Statements and MD&A free of charge by contacting the Company’s Corporate Secretary at [email protected].
A request for paper copies which are required in advance of the Meeting should be sent so that they are received by the Company by Monday, November 22, 2021 in order to allow sufficient time for Shareholders to receive their paper copies and to return a) their form of proxy to the Company or Capital, or b) their voting instruction form to their intermediaries by its due date. To receive paper copies, please call Diana Mark at 778-908-2730 or e-mail Mrs. Mark at [email protected].
Reference is made to the Information Circular of the Company dated October 22, 2021, which contains additional details concerning the matters outlined above.
SHAREHOLDERS ARE REMINDED TO REVIEW THE INFORMATION CIRCULAR PRIOR TO VOTING. SEE
BELOW FOR HOW TO VIEW AND ACCESS OF COPY OF THE INFORMATION CIRCULAR.
WEBSITES WHERE THE INFORMATION CIRCULAR IS POSTED
The Information Circular can be viewed online:
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➢ under the Company’s profile at www.sedar.com; or
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➢ at the Company’s website at https://www.neworigingold.com/investors/agm-information/
HOW TO OBTAIN PAPER COPIES OF THE INFORMATION CIRCULAR
Shareholders may request paper copies of the Information Circular be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Information Circular was filed on SEDAR.
To request paper copies of the Information Circular before the Meeting, e-mail Diana Mark, Corporate Secretary, at [email protected] or telephone Diana Mark at 778-908-2730. The Information Circular will be sent to you within three business days of receiving your request.
Requests for paper copies must be received by at least November 22, 2021 in order to receive the Information Circular in advance of the proxy deposit date and Meeting. The Information Circular will be sent to such shareholders within three business days of their request if such requests are made before the Meeting. Those shareholders with existing instructions on their account to receive a paper copy of meeting materials will receive a paper copy of the Information Circular with this notification. Shareholders are able to request to receive copies of the Company’s annual and/or interim financial statements and relevant management’s discussion and analysis on the accompanying return card.
VOTING
PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your securities you must vote using the methods reflected on your enclosed Proxy or Voting Instruction Form. Your Proxy or Voting Instruction Form must be received by 11:00 am EST, on December 3, 2021.
PLEASE VIEW THE INFORMATION CIRCULAR PRIOR TO VOTING
Shareholders with questions about notice and access can call Capital Transfer Agency toll-free at 1-844499-4482.
BOARD RECOMMENDATION
The Board of Directors of NewOrigin unanimously recommends that Shareholders VOTE FOR all of the proposed resolutions.