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Rush Gold Corp. Proxy Solicitation & Information Statement 2025

May 17, 2025

48464_rns_2025-05-16_4241b788-90d8-4c4a-878d-c2e55ea4ce10.pdf

Proxy Solicitation & Information Statement

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INTERNATIONAL ZEOLITE CORP

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS FOR INTERNATIONAL ZEOLITE CORP.

NOTICE IS HEREBY GIVEN THAT the annual general and special meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Shares") of International Zeolite Corp. ("IZ" or the "Corporation") will be held virtually through the platform of AGM Connect to facilitate an interactive meeting and live online voting for Registered Shareholders on Monday June 16, 2025, at 11:00a.m. (Eastern Standard Time), for the following purposes:

  1. Financial Statements: To receive the Corporation's audited 2024 financial statements and auditor's report;
  2. Set Number of Directors: set the number of directors at Four;
  3. Election of Directors: To elect the Directors of the Corporation for the ensuing year;
  4. Appointment of Auditors: To re-appoint Clearhouse LLP, Chartered Accountants, as the auditors of the Corporation for the ensuing year and to authorize the board of directors of the Corporation to fix their remuneration; and
  5. Approve Stock Option Plan: To consider and, if thought fit, pass an ordinary resolution to approve the Corporation's rolling stock option plan.
  6. Other Business: To transact such further and other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

The accompanying information circular provides additional information relating to the matters to be dealt with at the meeting and is deemed to form part of this notice.

Shareholders who are unable to attend the virtual meeting are requested to complete, date and sign the enclosed form of proxy, and to return it in the envelope provided for that purpose.

NOTICE-AND-ACCESS

You are receiving this notification as International Zeolite Corp. ("IZ" or the "Corporation") has decided to use the notice and access model ("Notice and Access"), provided for under recent amendments to National Instrument 54-101, for the delivery of meeting materials to its shareholders. In respect to the Corporation's annual general and special meeting of shareholders to be held on June 16, 2025 (the "Meeting"), instead of receiving paper copies of the Corporation's management information circular, audited annual consolidated financial statements and MD&A for the year ended June 30, 2024 and other meeting materials (the "Meeting Materials"), shareholders are receiving this notice with information on how they may access the Meeting Materials electronically. However, together with this notification, shareholders continue to receive a proxy or voting instruction form, as applicable, enabling them to vote at the Meeting. The use of this alternative means of delivering Meeting Materials is more environmentally friendly and will reduce the Corporation's printing and mailing costs.

Shareholders are reminded to view the meeting materials PRIOR to voting.


INTERNATIONAL ZEOLITE CORP

WEBSITES WHERE MEETING MATERIALS ARE POSTED:

Meetings Materials can be viewed online at www.SEDARPLUS.ca and at https://www.agmconnect.com/current-meetings

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

Registered holders or non-registered holders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date of the Meeting. Materials are posted on www.sedarplus.ca and at https://www.agmconnect.com/current-meetings. In order to receive a paper copy of the Meeting Materials or if you have questions concerning Notice-and-Access, please call 1 855-839-3715 or +1 (416) 222-4202.

In order to receive the Meeting Materials in advance of the Meeting, requests should be received by 5:00pm on June 4, 2025

VOTING INSTRUCTIONS FOR REGISTERED SHAREHOLDERS

Completed proxies for Registered Shareholders must be returned to AGM Connect by:

(i) mail to AGM Connect at 372 Bay St, Suite 1800, Toronto, Ontario M5H 2W9;
(ii) email to [email protected];
(iii) facsimile at +1 (416) 222-4202 or
(iv) internet voting at https://app.agmconnect.com

prior to 11:00am (EST) on June 12, 2025, or not less than 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) before the time of any adjourned or postponed Meeting (the "Proxy Deadline").

VOTING INSTRUCTION FORMS FOR NON-REGISTERED SHAREHOLDERS

Non-Registered Shareholders, who have not waived the right to receive the Proxy-Related Materials will either:

(i) receive a voting instruction form; or
(ii) be given a proxy, which has already been signed by the intermediary (typically by a facsimile, stamped signature) which is restricted to the number of Shares beneficially owned by the Non-Registered Shareholder, but which is otherwise not completed.

Non-Registered Shareholders should carefully follow the instructions that accompany the voting instruction form or the proxy, including those indicating when and where the voting instruction form, or the proxy is to be delivered. Voting instructions must be deposited by the Proxy Deadline; however, your voting instruction form may require an earlier date in order to process your votes by the Proxy Deadline. Voting instruction forms permit the completion of the voting instruction form online or by telephone. A Non-Registered Shareholder wishing to attend and vote at the virtual Meeting should follow the corresponding instructions on the voting instruction form or, in the case of a proxy, strike out the names of the persons named in the proxy and insert the Non-Registered Shareholder's name AND EMAIL ADDRESS in the space provided.

OTHER INFORMATION

The Board of Directors of the Corporation has by resolution fixed the close of business on May 5, 2025, as the record date (the "Record Date"), being the date for the determination of the registered holders of Shares of the Corporation entitled to notice of, and to vote at, the Meeting or any adjournment thereof.

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit a duly executed form of proxy with the AGM Connect, 372 Bay Street, Suite 1800, Toronto, ON M5H 2W9, on or before 11:00 a.m. (EST) on June 12, 2025. Shareholders who are unable to attend the virtual Meeting are requested to complete, date, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

DATED at Toronto, Ontario, as of 5th day of May 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"Raymon Paquette"

Raymon Paquette
CEO and Director