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Signature Resources Ltd. — AGM Information 2021
Jan 29, 2021
46757_rns_2021-01-29_0deccfba-7cbc-4df6-9eb0-03b69c455a9c.pdf
AGM Information
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SIGNATURE RESOURCES LTD.
366 Bay Street, Unit 200 Toronto, ON M5H 4B2 Telephone: (705) 445-0184
NOTICE OF MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “ Meeting ”) of the holders (“ Shareholders ”) of common shares (“ Common Shares ”) in the capital of Signature Resources Ltd. (the “ Company ”) will be held at the Company’s offices at 366 Bay Street, Unit 200, Toronto, ON M5H 4B2 on Monday, March 1, 2021 at 1:00 p.m. (Toronto time), for the following purposes:
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to receive the audited financial statements of the Company for the financial years ended October 31, 2017, 2018 and 2019, together with the reports of the auditors thereon;
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to elect the directors of the Company for the ensuing year;
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to appoint the auditors of the Company for the ensuing year and to authorize the board of directors of the Company (the “ Board ”) to fix their remuneration;
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to consider and, if thought advisable, pass an ordinary resolution of Shareholders approving the Company’s existing stock option plan for the ensuing year;
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to consider and, if deemed appropriate, pass a special resolution authorizing the Board to consolidate the common shares of the Company on the basis of one (1) new common share for up to 5 old common shares and amend the Company’s Articles accordingly; and
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to transact such further and other business as may be properly brought before the Meeting or any adjournment(s) or postponement(s) thereof.
Shareholders are referred to the accompanying management information circular (the “ Information Circular ”) for more detailed information with respect to the matters to be considered at the Meeting.
The Board has fixed Wednesday, January 20, 2021 as the record date (the “ Record Date ”). Only Shareholders whose names are entered on the register of the Company at the close of business on Wednesday, January 20, 2021, will be entitled to receive notice of and to vote at the Meeting, provided that, to the extent a Shareholder transfers the ownership of any Common Shares after the Record Date and the transferee of those Common Shares establishes ownership of such Common Shares and demands to be included in the list of Shareholders eligible to vote at the Meeting not later than ten days before the Meeting, such transferee will be entitled to vote those Common Shares at the Meeting.
Notice-and-Access
The Company is utilizing the notice-and-access mechanism (the “ Notice and Access Provisions ”) under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations , for distribution of Meeting materials to registered and beneficial Shareholders.
Website Where Meeting Materials are Posted
The Notice-and-Access Provisions allow reporting issuers to post electronic versions of proxy-related materials (such as proxy circulars and annual financial statements) on-line, via the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) and one other website, rather than mailing paper copies of such materials to Shareholders. Electronic copies of the Information Circular, financial statements for the financial years ended October 31, 2017, October 31, 2018 and October 31, 2019 (“ Financial Statements ”) and management’s discussion and analysis of the Company’s results of operations and financial condition for 2017, 2018 and 2019 (“ MD&As ”) may be found on the Company’s SEDAR profile at www.sedar.com and also at https://docs.tsxtrust.com/2211.
The Company will not use procedures known as “stratification” in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Information Circular to some shareholders with this notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and-Access Provisions, which will not include a paper copy of the Information Circular.
Obtaining Paper Copies of Materials
Shareholders with questions about notice-and-access can call the Company’s transfer agent, TSX Trust Company, toll-free at 1 (866) 600-5869. Shareholders may also obtain paper copies of the Information Circular, Financial Statements and MD&As free of charge by contacting TSX Trust Company at the same toll-free number or upon request to the Company’s Chief Financial Officer.
A request for paper copies which are required in advance of the Meeting should be sent so that they are received by the Company or TSX Trust Company, as applicable, no later than February 15, 2021, in order to allow sufficient time for Shareholders to receive the paper copies and to return their proxies to TSX Trust Company or voting instruction forms to intermediaries, as applicable, before the Proxy Deadline.
Voting
If you are a registered Shareholder of the Company, please date and execute the accompanying form of proxy and return it in the envelope provided to TSX Trust Company, 301-100 Adelaide St W., Toronto, ON M5H 1S3. In order to be valid and acted upon at the Meeting, proxies must be received by TSX Trust Company by 1:00 p.m. (Toronto time) on February 25, 2021 or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the commencement of any adjourned Meeting. You may also send your form of proxy via fax: (416) 595-9593 or by email at [email protected] or vote your Common Shares online at: www.voteproxyonline.com.
If you are a beneficial Shareholder of the Company and received these materials through your broker or through another intermediary, please complete and return the form of proxy or voting instruction form in accordance with the instructions provided to you by your broker or by the other intermediary.
SPECIAL MEASURES IN RESPONSE TO THE CURRENT COVID-19 (CORONAVIRUS) OUTBREAK
DUE TO COVID-19-RELATED CONCERNS ALL SHAREHOLDERS WHO ARE ELIGIBLE TO VOTE AT THE MEETING ARE STRONGLY ENCOURAGED TO VOTE BY PROXY PRIOR TO THE PROXY DEADLINE IN THE MANNER SET OUT ABOVE. THE MANAGEMENT OF THE COMPANY IS DISCOURAGING IN-PERSON ATTENDANCE OF THE MEETING DURING THE PERIOD OF RESTRICTIONS ON PUBLIC GATHERINGS INSTITUTED OR RECOMMENDED BY HEALTH OFFICIALS IN CONNECTION WITH THE PROLIFERATION OF COVID-19.
As of the date of this Notice and accompanying Circular, management strongly encourages all shareholders who are eligible to vote at the meeting to vote by proxy and is discouraging in-person attendance at the Meeting. The Company is continuously monitoring the rapidly evolving news and guidelines related to the COVID-19 outbreak and is following the guidance of the Public Health Agency of Canada (https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html) and applicable additional provincial and local instructions in determining to strongly discourage attendance at the Meeting. Under no circumstances should Shareholders attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if they or someone with whom they have been in close contact has travelled to/from outside of Canada within the 14 days prior to the Meeting. All shareholders are strongly encouraged to vote prior to the Meeting by any of the means described in the management information circular.
THE COMPANY RESERVES THE RIGHT TO TAKE ANY ADDITIONAL PRECAUTIONARY MEASURES IT DEEMS APPROPRIATE IN RELATION TO THE MEETING IN RESPONSE TO FURTHER DEVELOPMENTS IN RESPECT OF THE COVID-19 OUTBREAK INCLUDING, IF CONSIDERED NECESSARY OR ADVISABLE, PROVIDING A VIRTUAL WEBCAST VERSION OF THE MEETING AND/OR HOSTING THE MEETING SOLELY BY MEANS OF REMOTE COMMUNICATION, PLACING RESTRICTIONS ON IN-PERSON ATTENDANCE, OR POSTPONING OR ADJOURNING THE MEETING.
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Changes to the Meeting date and/or means of holding the Meeting may be announced by way of press release. Please monitor the Company press releases as well as the Company website at https://www.signatureresources.ca/ for updated information. If applicable and as appropriate, the Company will provide required information on the logistical details of a virtual or hybrid Meeting including how a shareholder can remotely access, participate in and vote at a Meeting. An amended management information circular will not be mailed out in the event of changes to the Meeting format.
DATED this 19[th] day of January, 2021.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ “Robert Vallis” Robert Vallis President and Chief Executive Officer
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