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NexGold Mining Proxy Solicitation & Information Statement 2025

May 22, 2025

46341_rns_2025-05-22_a242be37-be1a-486d-9225-3d7267b4f8c0.pdf

Proxy Solicitation & Information Statement

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Notice of Availability of Proxy Materials for NexGold Mining Corp. Annual General and Special Meeting

Meeting Date and Time: Thursday, June 26, 2025, at 11:00 a.m. (Eastern Time)

Location: The offices of Cassels Brock & Blackwell LLP, Suite 3200, Bay-Adelaide Centre – North Tower, 40 Temperance Street, Toronto, Ontario, Canada

Please be advised that the proxy materials for the above noted shareholder meeting are available for viewing and downloading online. This document provides an overview of these materials, but you are reminded to access and review the information circular and other proxy materials available online prior to voting. These materials are available at:

www.nexgold.com/investors/#AGM

OR

www.sedarplus.ca

Obtaining Paper Copies of the Proxy Materials

Shareholders may request to receive paper copies of the proxy materials related to the above referenced meeting by mail at no cost. Requests for paper copies must be received by June 12, 2025, in order to receive the paper copy in advance of the meeting. Shareholders may request to receive a paper copy of the Materials for up to one year from the date the Materials were filed on www.sedarplus.ca.

For more information regarding notice-and-access or to obtain a paper copy of the Materials you may contact our transfer agent, Odyssey Trust Company, via https://odysseytrust.com/ca-en/help/ or by phone at 1-888-290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America).

Notice of Meeting

The resolutions to be voted on at the meeting, described in detail in the Management Information Circular, are as follows:

  1. to receive the Company's audited consolidated financial statements for the year ended December 31, 2024, together with the auditor's report thereon;
  2. to consider and, if deemed advisable, to pass an ordinary resolution to elect the directors of the Company for the ensuing year;
  3. to consider and, if deemed advisable, to pass an ordinary resolution to appoint PricewaterhouseCoopers LLP as the auditor of the Company for the ensuing year and to authorize the directors to fix their remuneration;
  4. to consider, and if deemed advisable, to pass an ordinary resolution re-approving the Company's equity incentive plan, as more particularly described in the Management Information Circular of the Company dated May 12, 2025; and
  5. to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

Voting

To vote your securities, please refer to the instructions on the enclosed Proxy or Voting Instruction Form. Your Proxy or Voting Instruction Form must be received by 11:00 a.m. (Eastern Time) on June 24, 2025.

Stratification

The Company will not be using stratification as it relates to Notice-and-Access.

Annual Financial Statements

The Issuer is providing paper copies or emailing electronic copies of its annual financial statements to registered shareholders and beneficial shareholders that have opted to receive annual financial statements and have indicated a preference for either delivery method.