Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Origen Resources Inc. AGM Information 2021

Apr 15, 2021

47903_rns_2021-04-15_39192f5e-e579-40d7-bfdd-677e3372a2f5.pdf

AGM Information

Open in viewer

Opens in your device viewer

NOTICE OF MEETING

NOTICE IS GIVEN that an annual general and special meeting (the “ Origen Meeting ”) of the holders of common shares (“ Origen Shareholders ”) of Origen Resources Inc. (“ Origen ”) will be held at the Company’s offices, Suite 488 - 625 Howe Street, Vancouver, British Columbia, V6C 2T6, on Wednesday May 12, 2021 at 10:00 a.m. (Pacific time) for the following purposes:

  1. to receive Origen’s audited financial statements for the financial year ended March 31, 2020 and the auditor’s report thereon;

  2. to appoint Davidson & Company, Chartered Professional Accountants, as Origen’s auditor for the ensuing fiscal year and to authorize the directors to set the auditor’s remuneration;

  3. to set the number of directors at four;

  4. to elect the directors of Origen for the ensuing year;

  5. to approve an amendment to Origen’s articles, as more particularly set out in the accompanying Management Information Circular;

  6. to approve Origen’s stock option plan;

  7. to consider pursuant to an Interim Order of the Supreme Court of British Columbia dated April 8, 2021 (the “ Origen Interim Order ”) and, if thought advisable, to pass, with or without amendment, a special resolution (the “ Arrangement Resolution ”) approving an arrangement (the “ Arrangement ”) under Section 288 of the Business Corporations Act (British Columbia), the full text of which resolution is set forth in Appendix “A” to the accompanying Management Information Circular (the “ Circular ”);

  8. to approve the stock option plan of Spinco (Forty Pillars Mining Corp.); and

  9. to transact such further or other business as may properly come before the Origen Meeting or any adjournments thereof.

The Circular provides additional information relating to the matters to be addressed at the Origen Meeting, including the Arrangement, and is deemed to form part of this Notice.

Registered Origen Shareholders are entitled to vote at the Origen Meeting either in person or by proxy. Registered Origen Shareholders who are unable to attend the Origen Meeting in person are encouraged to read, complete, sign, date and return the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Circular. In order to be valid for use at the Origen Meeting, proxies must be received by Olympia Trust Company, PO Box 128, STN M, Calgary, AB T2P 2H6 Attention Proxy Dept or fax to 1(403) 668-8307 or call the toll-free number indicated on the proxy form (in Canada and United States) or go to the website indicated on the proxy form and follow the instructions on the form and follow the voice instructions, not less than 48 hours (excluding Saturdays, Sundays, and holidays) before the scheduled time of the Origen Meeting or any adjournment. The Chair of the Origen Meeting may waive the proxy cut-off time at his discretion without notice. Please advise Origen of any change in your mailing address.

Due to the COVID19 Pandemic and given the restrictions on public gatherings and in the best interest of the health of all participants in the Company’s Meeting, the Company respectfully asks that all shareholders do not attend the Meeting in person. The Company requests that shareholders who wish to participate by listening to the Meeting, contact the Company by May 10, 2021 at (604)681-0209 or e-mail [email protected] to be included in the telephone

conference for the Meeting. The Company will arrange for telephone participation for all shareholders who have requested it by May 10, 2021. However, the Company strongly recommends that shareholders vote by Proxy or VIF in advance to ease the voting tabulation at the Meeting by Olympia Trust Company. If public health guidelines regarding physical distancing in British Columbia have changed by the meeting date of May 10, 2021, the Company will issue a news release advising of permitted Meeting attendance in accordance with such updated guidelines.

If you are a non-registered shareholder, please refer to the section in the Circular entitled “ General Proxy Information - Non-Registered Holders ” for information on how to vote your Origen Shares.

Failure to strictly comply with the requirements set forth in the Origen Interim Order may result in the loss of any right of dissent.

The CSE has neither reviewed nor approved the disclosure in this Circular. The application for listing of Spinco’s Shares on the CSE will be subject to Spinco meeting the initial listing requirements of the CSE.

DATED at Vancouver, British Columbia this 9[th] day of April, 2021.

BY ORDER OF THE BOARD OF DIRECTORS OF ORIGEN RESOURCES INC.

Gary Schellenberg ” CEO and Director

2