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Osisko Development Corp. AGM Information 2022

Apr 4, 2022

45981_rns_2022-04-04_195bb353-4987-4784-89ea-9dba7a660280.pdf

AGM Information

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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of the shareholders of OSISKO DEVELOPMENT CORP. (the “ Corporation ”) will be held on April 26, 2022 at 2:00 p.m. (Eastern Daylight Time). The Meeting will be held at the Montreal offices of Lavery, de Billy L.L.P. located at 1 Place Ville Marie, Suite 4000, Montréal, Québec, H3B 4M4, for the following purposes:

  1. To receive the audited financial statements of the Corporation for the year ended December 31, 2021, together with the report of the auditor thereon;

  2. To elect the directors of the Corporation for the ensuing year;

  3. To appoint PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l., a partnership of Chartered Professional Accountants, as the Corporation’s independent auditor for the fiscal year 2022 and to authorize the directors to fix its remuneration;

  4. To consider and, if deemed advisable, to pass, with or without amendments, an ordinary resolution to approve the Corporation’s existing Stock Option Plan (as more particularly described in the management information circular that accompanies this Notice of Annual Meeting (the “ Circular ”));

  5. To consider and, if deemed advisable, to pass, with or without amendments, a special resolution in the form set forth in the Circular authorizing an amendment to the articles of the Corporation to effect a consolidation (the “ Consolidation ”) the outstanding common shares of the Corporation (the “ Common Shares ”) on the basis of one post-Consolidation Common Share for a number to be determined within a range of two (2) and three (3) pre-Consolidation Common Shares (the “ Range ”) and authorizing the directors of the Corporation to determine the final Consolidation ratio within such Range; and

  6. To transact such further or other business as may properly come before the meeting or any adjournment or adjournments thereof.

Your participation is important to us. In the event you cannot participate, we urge you to express your support by voting, using your proxy in advance of the meeting, on the various proposals that will be putting forward at the Meeting, which are further described in the Circular.

You are entitled to vote at the Meeting and any postponement or adjournment thereof if you owned Common Shares at the close of business on March 14, 2022. For information on how you may vote, please refer to Part 1 of this Circular.

Montréal, Québec, March 24, 2022.

By Order of the Board of Directors,

Sean Roosen Chair of the Board of Directors and Chief Executive Officer