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Nexus Gold Corp. Proxy Solicitation & Information Statement 2022

Jun 29, 2022

46469_rns_2022-06-28_c7925650-91cb-4e85-b080-1d713458b3e2.pdf

Proxy Solicitation & Information Statement

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NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS

Nexus Gold Corp. (“ Nexus Gold ” or the “ Company ”) will use the notice and access process for delivery of the Circular to registered and non-objecting beneficial shareholders for its Special Meeting of Shareholders (the “ Virtual Meeting ”). Nexus Gold will be conducting a Virtual Meeting. Shareholders will not be able to attend the Virtual Meeting physically.

At the Virtual Meeting, registered shareholders, non-registered (or beneficial) shareholders, and their duly appointed proxyholders will be able to participate, ask questions, and vote. Non-registered shareholders must carefully follow the procedures set out in the Management Information Circular (the “ Circular ”) in order to vote at the Virtual Meeting. Non-registered shareholders who do not follow the procedures set out in the Circular will nonetheless be able to attend the teleconference of the Virtual Meeting but will not be able to ask questions or vote.

This notification contains information on how to access the Circular electronically or obtain a paper copy, as well as information on voting your shares using the form of proxy or voting instruction form enclosed with this notification. Shareholders that have existing instructions on their account with their intermediary to receive a printed copy of the Circular will receive printed copies. The use of this technological alternative for delivery is more environmentally sustainable and will help reduce paper use.

VIRTUAL MEETING

Virtual Meeting Date: Thursday, August 4, 2022 at 10:00 am (PDT)
Virtual Meeting Toll Free Dial-in Number: +1 888-396-8049
Virtual Meeting Toll Dial-in Number: +1 416-764-8646
Virtual Meeting passcode: 66662745

The record date for the Virtual Meeting is June 7, 2022. The following items of business are scheduled to be voted on at the Virtual Meeting:

  1. to consider pursuant to an Interim Order of the Supreme Court of British Columbia and, if thought advisable, to pass, with or without amendment, a special resolution (the “ Arrangement Resolution ”) approving an arrangement under Section 288 of the Business Corporations Act (British Columbia), the full text of which Arrangement Resolution is set forth in the accompanying Circular.; and

  2. other items of business that may be properly brought before the Virtual Meeting.

For detailed information regarding each of the above matters, please refer to the section of the Circular titled “Business of the Virtual Meeting”. Nexus Gold urges shareholders to review the Circular prior to voting.

ACCESSING CIRCULAR ONLINE

The Management Information Circular (the “ Circular ”) can be viewed online at Nexus Gold’s website at https://nxs.gold/specialmeeting2022/ or on SEDAR at www.sedar.com under Nexus Gold’s profile.

REQUESTING PRINTED COPIES OF THE CIRCULAR

Beneficial shareholders may request printed copies of the Circular to be sent by mail at no cost for up to one year from the date this Circular is filed on SEDAR. Requests for printed materials may be made by calling toll-free in North America to 1-888-281-0816 or outside of North America to 1-604-558-1919. To

receive a copy of the Circular in advance of the proxy deposit date and Virtual Meeting date, please allow at least ten business days in advance of the proxy deposit date and time set out in the accompanying proxy or voting information form.

VOTING PROCESS FOR REGISTERED HOLDERS

Registered shareholders will have received a form of proxy with this notification. You may vote online, by telephone, by fax or by mail. To vote online, go to www.investorvote.com and follow the instructions on the screen. You will need to enter your 15-digit control number. To vote by telephone, call toll free in North American 1-866-732-VOTE (8683). To vote by fax, complete the form of proxy and send to fax no. 1-866249-7775. To vote by mail, complete the form of proxy and return it to:

Computershare Trust Company of Canada Attention: Proxy Department 8[th] Floor, 100 University Avenue Toronto, Ontario, M5J 2Y1

Please refer to your form of proxy or the Voting Information section within the Circular for more information.

The deadline for receiving executed forms of proxy or submitting your proxy is 10:00 am (PDT) on August 2, 2022, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjournment or postponement of the Virtual Meeting. Late proxies may be accepted or rejected by the Chairman of the Virtual Meeting, in his or her discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

VOTING PROCESS FOR NON-REGISTERED HOLDERS

Non-registered non-objecting beneficial shareholders will have received a voting instruction form or form of proxy signed by your intermediary. You should carefully follow the instructions of your intermediary, including those regarding when and where the completed proxy or voting instruction form is to be delivered or otherwise submitted. You may also refer to the Voting Information section within the Circular for more information. Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder and other interested parties will be able to attend the Virtual Meeting but will not be able to vote or ask questions.

Shareholders with questions about notice and access can call the Company toll-free in North America at 1- 888-281-0816 or outside of North America to 1-604-558-1919.

Dated at Vancouver, British Columbia this 23[rd] day of June 2022.

By Order of the Board of Directors

/signed/ “Alex Klenman”

Alex Klenman President and CEO