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Sienna Resources Inc. Proxy Solicitation & Information Statement 2021

Nov 5, 2021

43792_rns_2021-11-05_7ef56ae2-93b7-42d9-9a98-6d9b0cefa571.pdf

Proxy Solicitation & Information Statement

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SIENNA RESOURCES INC.

#2905 -700 West Georgia Street

Vancouver, BC V7Y 1K8 Tel: 1-855-646-6901 or 604-646-6900 Fax: 604-689-1733

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Sienna Resources Inc. (the “Company”) to be held at the offices of Clark Wilson LLP, at Suite 900 – 885 West Georgia Street, Vancouver, British Columbia, on Wednesday, December 15, 2021 at 10:00 a.m. (Pacific time) (the “Meeting”).

Notice and Access: You are receiving this notice to advise that the proxy materials for the Meeting are available on the Internet as the Company has decided to use the notice and access model (“Notice and Access”) under recent amendments to National Instrument 54-101 in order to reduce paper use and reduce the Company’s printing and mailing costs. Under Notice and Access, instead of receiving printed copies of the Company’s management information circular (“Information Circular”), audited Financial Statements for the year ended December 31, 2020 and the Management’s Discussion and Analysis for the year ended December 31, 2020 (collectively, the “Meeting Materials”), shareholders are receiving this notice with information on how they may access those Meeting Materials electronically. Registered shareholders will receive a proxy with this notice and non-registered shareholders will receive a voting instruction form enabling them to vote at the Meeting. This notice serves as notice of meeting under section 169 of the Business Corporations Act (British Columbia). This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We remind you to access and review all of the important information contained in the Information Circular and other proxy materials before voting .

Purposes of Meeting: The Meeting will be held for the following purposes: (1) to receive the consolidated financial statements of the Company, together with the auditors' report, for the financial year ended December 31, 2020; (2) to appoint Davidson & Company LLP, Chartered Professional Accountants, as the auditor of the Company until the next annual meeting and to authorize the directors to fix their remuneration; (3) to determine and set the number of directors of the Company at four until the next annual meeting; (4) to elect directors of the Company to hold office until the next annual meeting; (5) to approve the Company’s proposed 10% Rolling Stock Option Plan; and (6) to transact such further or other business as may properly come before the Meeting or any adjournment or postponement thereof. For detailed information with respect to each of the above matters, please refer to the following subsections in the Information Circular: “ Number of Directors ”, “ Election of Directors ”, "Appointment of Auditors" , and “ Particulars of Matters to be Acted Upon ”.

Accessing Meeting Materials Online: The Meeting Materials (and the financial statement request card, which is included in the proxy and voting instruction forms) can be viewed online under the Company’s profile at www.sedar.com, or at www.siennaresourcesinc.com

Requesting Printed Meeting Materials: If you would like to receive a paper copy of the current Meeting Materials by mail, you must request one. You can request a printed copy for up to one year from the date the Information Circular is filed on SEDAR. There is no charge to you for requesting a copy. Call us Toll Free at 1-855-646-6901 within North America or at 604-646-6900 outside of North America to request a paper copy of the materials for the Meeting. To ensure you receive the materials in advance of the voting deadline and Meeting date, all requests must be received by us not later than December 1, 2021 . Please note that another voting instruction form/proxy will not be sent to shareholders; please retain the copy you originally receive for voting purposes.

Voting Process:

Registered Shareholders may vote in person at the Meeting or by proxy as follows: (1) by telephone (call the toll free number indicated on the proxy form and follow the instructions), (2) on the internet

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(go to the website indicated on the proxy form and follow the instructions), or (3) by mail (complete the form of proxy and return it in the envelope provided). You must return your duly completed and executed proxy before 10:00 am (Pacific time) on Monday, December 13, 2021 , or no later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned or postponed Meeting.

Non-registered shareholders may vote by completing and submitting their voting instruction form as follows: (1) by telephone (call the toll free number indicated on the voting instruction form and follow the instructions), (2) on the internet (go to the website indicated on the voting instruction form and follow the instructions), or (3) by mail (complete the voting instruction form and return it in the envelope provided). If you received your voting instruction form from Computershare Investor Services Inc. (“Computershare”), the deadline for Computershare to receive duly completed and executed voting instruction form or instructions by telephone or over the internet is 10:00 am (Pacific time) on Monday, December 13, 2021 , or no later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned or postponed Meeting. If you received your voting instruction form from anyone else, the deadline to submit a duly completed and executed voting instruction form or instructions by telephone or over the internet is 10:00 am (Pacific time) on Friday, December 10, 2021 , or no later than seventy-two (72) hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned or postponed Meeting. Please carefully read the voting instruction form to ensure you do not miss the appropriate deadline.

All Shareholders: If you choose to vote by telephone, you cannot appoint any person other than the officers named on the form of proxy as your proxy holder. If you return your proxy or voting instruction form, as applicable, via the internet or mail, you can appoint another person, who need not be a shareholder, to represent you at the Meeting by their name in the blank space provided on the form of proxy. Complete your voting instructions and date and submit the form. Make sure that the person you appoint is aware that he or she has been appointed, and attends the Meeting.

Any Questions: If you have any questions about the information contained in this document or require assistance in completing your proxy form, please call us Toll Free at 1-855-646-6901 within North America or at 604-646-6900 outside of North America.

Dated at Vancouver, British Columbia, this 5[th] day of November, 2021.

BY ORDER OF THE BOARD

“Jason Gigliotti”

Jason Gigliotti President, Chief Executive Officer and Director