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North Peak Resources Ltd. AGM Information 2022

Oct 31, 2022

46941_rns_2022-10-31_d6fd10d8-f9f8-4b3e-8ca1-bb194ef72122.pdf

AGM Information

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NORTH PEAK RESOURCES LTD. NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of North Peak Resources Ltd.:

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the " Meeting ") of the shareholders (the " Shareholders ") of North Peak Resources Ltd. (the " Company ") will be held at TD Canada Trust Tower, 30[th] Floor, 421 7[th] Avenue SW, Calgary, Alberta, Canada T2P 4K9 at 9:00 a.m. (Calgary time) / 11:00 a.m. (Toronto time) on Tuesday, December 6, 2022 for the following purposes:

  1. to receive the audited financial statements of the Company for the year ended December 31, 2021;

  2. to consider and, if deemed advisable, to fix the number of directors of the Company for the ensuing year, or as otherwise authorized by the Shareholders, at seven (7) members;

  3. to elect the directors of the Company for the ensuing year;

  4. to appoint auditors of the Company for the ensuing year and to authorize the directors of the Company to fix the auditors' remuneration;

  5. to consider, and if thought advisable, to approve, with or without variation, an ordinary resolution, the full text of which is set forth in the accompanying Information Circular of the Company dated October 20, 2022 (the " Circular "), to approve the Company's stock option plan; and

  6. to transact any other business which may properly come before the Meeting or any adjournment thereof.

Only Shareholders of record at the close of business on October 27, 2022 will be entitled to vote at the Meeting.

Proxies are being solicited by the management of the Company. Shareholders who do not expect to attend the Meeting in person are requested to date and sign the enclosed form of proxy and return it in the envelope provided. All proxies to be used at the Meeting must be received by Computershare Trust Company of Canada, Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, Canada, M5J 2Y1 at least 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to the time of the Meeting or any adjournment thereof.

Alternatively, shareholders may vote through the internet at www.investorvote.com or by telephone at 1-866-732VOTE (8683) (toll free within North America) or 1-312-588-4290 (outside North America). Shareholders will require the 15-digit control number that may be found on the instrument of proxy in order to vote through the internet or by telephone. In order to be valid and acted upon at the Meeting, votes by internet and telephone must be received in each case not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, before the time of the Meeting or any adjournment thereof.

Holders of common shares of the Company of record at the close of business on October 27, 2022 are entitled to notice of the Meeting and to vote thereat or at any adjournment(s) thereof unless after that date a shareholder of record transfers any common shares of the Company and the transferee, upon producing properly endorsed certificates evidencing such shares or otherwise establishing ownership of such shares, requests, at least 10 days prior to the Meeting, that the transferee's name be included in the list of shareholders of the Company entitled to vote, in which case such transferee shall be entitled to vote such shares at the Meeting.

Shareholders holding common shares of the Company registered in the name of a broker or other nominee should ensure that they make arrangements to instruct the broker or other nominee how their common shares of the Company are to be voted at the Meeting in order for their vote to be counted at the Meeting.

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This Notice is accompanied by the Circular, either a form of proxy for registered Shareholders or a voting instruction form for beneficial Shareholders, and, for those registered Shareholders who so requested, a copy of the audited annual consolidated financial statements and management’s discussion and analysis of the Company for the year ended December 31, 2021. You should access and review all information contained in the Circular before voting.

Notice and Access

The Company is using the “notice and access” procedure adopted by the Canadian Securities Administrators for the deliver of the Circular and other applicable Meeting materials. Under the notice and access procedure, you are still entitled to receive a form of proxy (or voting instruction form) enabling you to vote at the Meeting. However, instead of paper copies of the Circular, you are receiving this Notice of Meeting which contains information about how to access the Circular electronically. Shareholders who have consented to electronic delivery of materials are receiving this Notice of Meeting in electronic format.

Shareholders with questions about the notice and access procedure can call Computershare Investor Services Inc. (“ Computershare ”) toll free at 1-866-964-0492 or direct, from outside of North America at 1-514-982-8714, or by going to: www.computershare.com/noticeandaccess .

Websites Where the Circular is Posted

The Circular and other applicable Meeting materials can be viewed online on the Company’s website, www.northpeakresources.com , or under the Company’s SEDAR profile at www.sedar.com.

Non-Registered and Registered Shareholders

If you would like a paper copy of the Circular, you should first determine whether you are: (i) a non-registered Shareholder; or (ii) a registered Shareholder.

  • You are a registered Shareholder if you hold a paper share certificate or a direct registration system (DRS) statement and your name appears directly on the share certificate(s) or DRS statement.

  • You are a non-registered Shareholder (also known as a beneficial shareholder) if you own common shares of the Company (“ Common Shares ”) indirectly and your Common Shares are registered in the name of a bank, trust company, broker or other intermediary. For example, you are a non-registered Shareholder if your Common Shares are held in a brokerage account of any type.

How to Obtain Paper Copies of the Circular

All Shareholders may request that paper copies of the Circular and other applicable Meeting materials be mailed to them at no cost for up to one year from the date that the Circular was filed on SEDAR.

If you are a non-registered Shareholder, a request may be made by going to www.proxyvote.com and entering the control number located on your voting instruction form and following the instructions provided. Alternatively, you may submit a request by calling Broadridge Investor Communications Corporation at toll free at 1-877-907-7643 (within North America) or direct at 303-562-9305. A request must be received by November 25, 2022 if you would like to receive the Circular in advance of the voting deadline and Meeting date.

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If you hold a paper share certificate or certificates and your name appears directly on the share certificate(s), and, if you would like to receive the Circular: (i) in advance of the voting deadline and Meeting date, then a request may be made by calling Computershare at 1-866-964-0492 or direct, from outside of North America at 1-514-982-8714; or (ii) after the Meeting date and within one year from the date the Circular was filed on SEDAR, then a request may be made by calling the Company at 1-403-589-2468. A request must be received by November 25, 2022 if you would like to receive the Circular in advance of the voting deadline and Meeting date.

DATED this 27[th] day of October, 2022.

BY ORDER OF THE BOARD OF DIRECTORS OF NORTH PEAK RESOURCES LTD.

(signed) " Brian Hinchcliffe "

Executive Chairman and Chief Executive Officer

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