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Sarama Resources Ltd. AGM Information 2022

Nov 21, 2022

46917_rns_2022-11-21_14442789-d53e-4b0c-b3a0-836602cfc068.pdf

AGM Information

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SARAMA RESOURCES LTD.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

to be held December 21, 2022

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of the shareholders (the “ Shareholders ”) of Sarama Resources Ltd. (the “ Company ”) will be held by teleconference on December 21, 2022, at 4:00 p.m. (Vancouver time), for the following purposes:

  1. to place before the Meeting the financial statements of the Company for the financial year ended December 31, 2021, together with the report of the auditor thereon;

  2. to appoint HLB Mann Judd as auditor for the ensuing year and to authorize the board of directors of the Company to set the remuneration of the auditor;

  3. to elect the directors of the Company for the ensuing year;

  4. to approve the adoption of a new stock option plan (the “ New Option Plan ”), as more particularly described in the accompanying management information circular (the “ Information Circular ”);

  5. if the New Option Plan is not approved by Shareholders, to re-approve the Company’s existing incentive stock option plan, as more particularly described in the accompanying Information Circular;

  6. to approve the adoption of a new equity incentive plan of the Company, as more particularly described in the accompanying Information Circular;

  7. to approve the Company having the additional capacity to issue equity securities up to 10% of the issued capital of the Company in accordance with the provisions of ASX Listing Rule 7.1A; and

  8. to transact such other business as may properly come before the Meeting.

The board of directors have fixed the close of business (Vancouver time) on November 4, 2022 as the record date for determining Shareholders who are entitled to receive notice of and to vote at the Meeting. No person who becomes a Shareholder of the Company after the record date will be entitled to vote or act at the Meeting or any adjournment thereof.

The Meeting will be held in a virtual only format, which will be conducted via conference call as follows:

1 855 263 2892 (North America); 61 1300 935 435 (Australia); 61 8 6117 7422 (Perth (local))

Conference ID: 103849

Shareholders will not be able to attend the Meeting in person.

Only registered Shareholders and duly appointed proxyholders will be able to vote in real time at the Meeting via conference call. Shareholders participating in the Meeting will be required to confirm their identity to the satisfaction of the Company. Shareholders intending to attend the Meeting by telephone are encouraged to contact the Company’s CFO and Company Secretary, Mr. Lui Evangelista at [email protected] by 4:00 p.m. (Vancouver time) on December 19, 2022.

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Accompanying this Notice of Meeting are: (i) the consolidated financial statements of the Company for the fiscal year ended December 31, 2021, together with the auditor’s report thereon, and the related management’s discussion and analysis; (ii) the Information Circular; (iii) a form of proxy or voting instruction form; (iv) a financial statement request form; and (v) a notification regarding the Company’s use of Notice-And-Access (the “ Notice-and-Access Notification ”) (collectively, the “ Meeting Materials ”). The accompanying Information Circular provides information relating to the matters to be addressed at the Meeting and is deemed to form part of this Notice of Meeting. Copies of any documents to be considered, approved, ratified, and adopted or authorized at the Meeting will be available for inspection at the registered and records office of the Company at Suite 2200, HSBC Building, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8, with advance notice during normal business hours up to December 21, 2022, being the date of the Meeting.

If you are a registered Shareholder and are unable to attend the Meeting by teleconference, in order for your proxy to be valid and your votes to be counted, you must date, execute, and return the accompanying form of proxy to the Company, TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1 (Attn: Proxy Department) by not later than 4:00 p.m. (Vancouver time) on December 19, 2022, or if the Meeting is adjourned or postponed, not later than 48 hours (excluding Saturdays and holidays) before the time for holding the adjourned or postponed, meeting. If you are a non-registered Shareholder and receive these materials through your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or other intermediary. If you are a non-registered Shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to vote at the Meeting.

The Company is committed to keeping Shareholders informed if the Meeting format, location, time or date needs to be changed in light of COVID-19. The Company will notify Shareholders of a change without sending additional soliciting materials or updating proxy-related materials by:

  • issuing a news release announcing the change in the date, time, location or format;

  • • filing the news release on SEDAR; and

  • informing all the parties involved in the proxy voting infrastructure (such as intermediaries, transfer agents, and proxy service providers) of the change.

The Company will continue to keep up to date on developments surrounding COVID-19 and it is taking steps to protect the health and safety of its Shareholders, employees and communities.

As a Shareholder of the Company, it is very important that you read the accompanying Information Circular and other Meeting Materials carefully. They contain important information with respect to voting your shares and attending and participating at the Meeting.

DATED at Vancouver, British Columbia, November 4, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

SIMON JACKSON Chairman

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