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Nexus Gold Corp. Proxy Solicitation & Information Statement 2022

Jun 29, 2022

46469_rns_2022-06-28_68df3c53-1cba-4f9c-85a0-6b2dd37bc91a.pdf

Proxy Solicitation & Information Statement

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the special meeting of the holders of common shares (“ Nexus Gold Shareholders ”) of Nexus Gold Corp. (the “ Company ” or “ Nexus Gold ”) will be held virtually by teleconference on the 4th day of August, 2022, at 10:00 a.m. (PST) (the “ Meeting ”) for the following purposes:

  • (a) 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

  • (b) to conduct such other business as may properly come before the Meeting or any adjournment thereof.

The specific details of the foregoing matters to be put before the Meeting, as well as further information with respect to voting by proxy, are set forth in the Circular which accompanies this notice.

Nexus Gold is using the notice and access (“ Notice and Access ”) method for delivering this notice and the Circular to Nexus Gold Shareholders. As described in the Notice and Access notification mailed to Nexus Gold Shareholders, this notice and the Circular will be available on the Nexus Gold website at https://nxs.gold/specialmeeting2022/ and on SEDAR under Nexus Gold’s profile at www.sedar.com. Alternatively, you may request a copy of this notice and the Circular be mailed to you by calling the toll-free telephone in North American at 1-888-281-0816 or outside North American at 604-558-1919.

As a result of the global health crisis caused by the spread of COVID-19, Nexus Gold will be conducting a virtual meeting and Nexus Gold Shareholders will not be able to attend the Meeting physically. At the 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 Circular that accompanies this notice in order to vote at the Meeting. Non-registered shareholders who do not follow the procedures set out in the Circular will nonetheless be able to attend the Meeting but will not be able to ask questions or vote. Dial-in particulars are as follows:

Meeting Toll Free Dial-in Number: +1 888-396-8049 Meeting Toll Dial-in Number: +1 416-764-8646 Meeting passcode: 66662745

The Meeting gives all shareholders an equal opportunity to participate regardless of their geographic location and mitigates the risk of contracting the virus that causes COVID-19 at an in person meeting. It should be noted that the majority of shareholders vote in advance of the meeting by proxy and are encouraged to continue to do so as outlined in the Circular. The Meeting does not change voting by proxy. However, those that wish to participate in the Meeting or to appoint a proxy to participate, are encouraged to carefully read the instructions in the Circular and in particular the procedure for appointing yourself or a proxy.

Shareholders registered on the books of the Company at the close of business on June 7, 2022, are entitled to notice, and to vote at the Meeting. To be effective, the form of proxy or voting instruction form must be received by 10:00 am (PST) on August 2, 2022, or not later than 48

hours (excluding Saturdays, Sundays and holidays) prior to the time set for the Meeting or any adjournment thereof.

DATED this 7th day of June 2022.

By order of the Board of Directors.

NEXUS GOLD CORP.

/s/ “Alex Klenman”

ALEX KLENMAN

President and Chief Executive Officer

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