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ROK Resources Inc. — AGM Information 2023
Aug 21, 2023
45743_rns_2023-08-21_e9587e7c-c0bb-44c4-8b59-41c8d8b86653.pdf
AGM Information
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ROK RESOURCES INC.
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “ Meeting ”) of holders of common shares (“ Common Shares ”) of ROK Resources Inc. (the “ Corporation ”) will be held in the conference room of the Altius Centre, 2[nd] Floor, 500– 4[th] Avenue SW, Calgary, Alberta, on Wednesday, September 20, 2023, at the hour of 10:00 a.m. (Calgary time) and by Zoom videoconferencing using the following log in information: Login ID: 244 663 0137, password ROK2023, for the following purposes:
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to receive the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2022, together with the auditors’ report and the report of the Board of Directors thereon;
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to fix the number of directors of the Corporation at six (6);
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to elect directors of the Corporation for the ensuing year;
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to appoint the auditor of the Corporation for the ensuing year and to authorize the Directors to fix the remuneration thereof;
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to consider and, if deemed advisable, to approve, with or without variation, a special resolution (the “ Special Resolution ”) to amend the articles of the Corporation (the “ Articles ”) to amend the terms of the class B common shares such that the holders thereof will only be entitled to one (1) vote per share at a meeting of the Corporation’s shareholders and otherwise with identical rights, privileges, restrictions and conditions to the current class B common shares of the Corporation;
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to consider and, if deemed advisable, approve, with or without variation, an ordinary resolution approving the existing stock option plan for the Corporation, the full text of which is set forth in the Management Information Circular accompanying this Notice; and
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to transact such further and other business as may be properly brought before the Meeting or any adjournment thereof.
Every registered holder of Common Shares of the Corporation at the close of business on August 4, 2023 (the “ Record Date ”) is entitled to receive notice of, and to vote their Common Shares at the Meeting. The specific details of the matters proposed to be put before the Meeting are set forth in the Management Information Circular accompanying this Notice, which Management Information Circular forms part of this Notice.
Shareholders who are unable to attend the Meeting in person and who wish to ensure that their Common Shares will be voted at the Meeting are requested to complete, sign and deliver the enclosed form of proxy to the attention of the Secretary of the Corporation, c/o Odyssey Trust Company, Suite 702 - 67 Yonge Street, Toronto, Ontario, M5E 1J8, Attention: Proxy Department. In order to be valid and acted upon at the Meeting, forms of proxy must be returned to the aforesaid address not less than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any adjournment(s) thereof. Further instructions with respect to the voting by proxy are provided in the form of proxy and in the Management Information Circular accompanying this Notice.
Shareholders may beneficially own Common Shares that are registered in the name of a broker, another intermediary or an agent of that broker or intermediary (“ Non-Registered Shareholders ”). Without specific instructions, intermediaries are prohibited from voting shares for their clients. If you are a Non-Registered Shareholder, it is vital that the voting instruction form provided to you by your broker, intermediary or its agent is returned according
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to their instructions, sufficiently in advance of the deadline specified by the broker, intermediary or its agent, to ensure that they are able to provide voting instruction on your behalf.
DATED at Regina, Saskatchewan this 4[th] day of August, 2023.
By Order of the Board of Directors of ROK Resources Inc.
(signed) “ Cameron Taylor ” Cameron Taylor Chief Executive Officer and Chairman of the Board of Directors