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One Bullion Limited — Proxy Solicitation & Information Statement 2026
Apr 6, 2026
43523_rns_2026-04-06_457dfcde-c2cf-46bc-8380-1bd6b76c6f2b.pdf
Proxy Solicitation & Information Statement
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4927-6815-5032.9
ONE BULLION LIMITED
130 Spadina Avenue, Suite 401
Toronto, Ontario M5V 2L4
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of shareholders of One Bullion Ltd. (the "Company") will be held the offices of the Company's legal counsel, Fogler, Rubinoff LLP, 40 King Street West, Suite 2400, Toronto, Ontario M5H 3Y2, on Monday, May 4, 2026, at the hour of 10:00 a.m. (Toronto time) for the following purposes:
- to receive the audited financial statements of the Company for the fiscal year ended December 31, 2025, and the accompanying report of the auditors;
- to set the number of directors of the Company at six (6) and to elect Adam Berk, Sheldon Inwentash, Arno Brand, Stuart Hensman, Adrian Morante and Peter Sheppeard as directors of the Company to hold office until the next annual general meeting of the Company or until their earlier resignation or such time as their successors are duly elected or appointed in accordance with the Company's constating documents;
- to re-appoint Davidson & Company LLP, Chartered Professional Accountants, as the auditors of the Company for the fiscal year ending December 31, 2026 and to authorize the directors of the Company to fix the remuneration to be paid to the auditors for the fiscal year ending December 31, 2026;
- to consider and, if thought fit, to pass, with or without variation, an ordinary resolution of the disinterested shareholders of the Corporation to approve certain amendments to the existing equity compensation plan of the Company (the "Omnibus Plan"), as more particularly described in the accompanying management information circular (the "Information Circular");
- to consider and, if thought fit, to pass, with or without variation, an ordinary resolution of the disinterested shareholders of the Corporation to approve the prior grant of stock options to certain service providers of the Company in excess of the 10% limit currently prescribed by the Omnibus Plan, as more particularly described in the Information Circular; and
- to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.
The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of Meeting (the "Notice of Meeting").
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NOTICE-AND-ACCESS
Notice is also hereby given that the Company has decided to use the notice-and-access method of delivery of meeting materials for the Meeting for beneficial owners of common shares of the Company (the “Non-Registered Holders”) and for registered shareholders (the “Registered Holders”). The notice-and-access method of delivery of meeting materials allows the Company to deliver the meeting materials over the internet in accordance with the notice-and-access rules adopted by the Canadian Securities Administrators under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer. Under the notice-and-access system, Registered Holders will receive a form of proxy and the Non-Registered Holders will receive a voting instruction form enabling them to vote at the Meeting. However, instead of a paper copy of this Notice of Meeting and Information circular, and other meeting materials, if applicable (collectively the “Meeting Materials”), shareholders receive a notification with information on how they may access such Meeting Materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing the Meeting Materials to shareholders. Shareholders are reminded to view the Meeting Materials prior to voting.
How to Access the Meeting Materials
Meeting Materials can be viewed online on the Company’s website www.onebullion.com or under the Company’s SEDAR+ profile at www.sedarplus.ca. The Meeting Materials will remain posted on the Company’s website at least until the date that is one year after the date the Meeting Materials were posted.
How to Request a Paper Copy of the Meeting Materials
Shareholders may request paper copies of the Meeting Materials to be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on the Company’s website. In order to receive a paper copy of the Meeting Materials or if you have questions concerning notice-and-access, please call the Company’s transfer agent and registrar, Marrelli Trust Company Limited (the “Transfer Agent”) at 1-844-682-5888 (toll-free within North America), by e-mail at [email protected] or by mail Marrelli Trust Company Limited, c/o DSA Corporate Services Limited Partnership, 82 Richmond Street East, Toronto, Ontario, M5C 1P1.
The Board has fixed March 26, 2026, as the record date (the "Record Date") for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on the Record Date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.
As always, the Company encourages shareholders to vote prior to the Meeting. Shareholders are encouraged to vote on the matters before the Meeting by proxy.
If you are a Registered Holder and unable to attend the Meeting in person, please vote by proxy by following the instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.
4927-6815-5032.9
If you are a Non-Registered Holder and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, or a trustee or administrator of a retirement savings plan, retirement income fund, education savings plan or other similar savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing, that holds your securities on your behalf (each, an "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.
DATED at Toronto, Ontario, this 20th day of March, 2026.
By Order of the Board of Directors of
ONE BULLION LIMITED
Per: "Adam Berk"
Name: Adam Berk
Title: Chief Executive Officer and Director
4927-6815-5032.9