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Nuclear Vision Limited Proxy Solicitation & Information Statement 2025

Feb 7, 2025

48373_rns_2025-02-07_7ab539f3-1226-4ab3-8a5d-12196ab97852.pdf

Proxy Solicitation & Information Statement

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GOLD DIGGER RESOURCES INC.
15th Floor, 1111 West Hastings Street
Vancouver, BC V6E 2J3
Tel: (416) 427-4505

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of the shareholders of Gold Digger Resources Inc. (the "Company") will be held at 15th Floor, 1111 West Hastings Street, Vancouver, BC V6E 2J3 on Thursday, February 27, 2025 at 10:00 a.m. (Pacific Time) for the following purposes:

  1. to receive the audited financial statements of the Company for the fiscal year ended December 31, 2023, together with the auditors' report thereon;
  2. to fix the number of directors at five (5) for the ensuing year;
  3. to elect directors for the ensuing year as described in the information circular accompanying this Notice;
  4. to appoint Stern & Lovrics LLP as the Company's auditors for the ensuing fiscal year at a remuneration to be fixed by the directors;
  5. to consider and, if thought fit, to pass an ordinary resolution, the full text of which is set forth in the information circular, approving the Company's long term incentive plan; and
  6. to transact such further or other business as may properly come before the Meeting and any adjournments thereof.

The specific details of the foregoing matters to be put before the Meeting are set forth in the information circular accompanying this Notice. The audited consolidated financial statements and related MD&A for the Company for the financial year ended December 31, 2023 have already been mailed to those shareholders who have previously requested to receive them. Otherwise, they are available upon request to the Company or they can be found on SEDAR+ at www.sedarplus.ca.

The Board of Directors of the Company has by resolution fixed the close of business on January 22, 2025 as the record date for the Meeting, being the date for the determination of the registered holders of common shares of the Company entitled to notice of and to vote at the Meeting and any adjournment(s) thereof.

Completed forms of proxy must be deposited at the office of the Company's registrar and transfer agent, Odyssey Trust Company, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

Completed forms of proxy may be deposited to the Company's registrar and transfer agent by:


  • voting online by visiting: https://vote.odysseytrust.com and click on LOGIN. You will require the CONTROL NUMBER printed with your address to the right on your proxy form. If you vote by Internet, do not mail this proxy
  • mail or personal delivery to Odyssey Trust Company, Attn: Proxy Department, Suite 702, 67 Yonge St., Toronto, ON M5E 1J8
  • fax to Odyssey, to the attention of the Proxy Department at 1-800-517-4553 (toll-free within Canada and the U.S.) or 416-263-9524 (international)

Non-registered shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form.

DATED at Vancouver, British Columbia, this 22nd day of January, 2025.

BY ORDER OF THE BOARD

"Allan Bezanson"

Allan Bezanson

President, Chief Executive Officer and Director