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Steppe Gold Ltd. AGM Information 2024

May 14, 2024

47470_rns_2024-05-13_20cc1e46-7705-4cc1-b6c6-dde0f8ef9bc1.pdf

AGM Information

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STEPPE GOLD LTD.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of shareholders of Steppe Gold Ltd. (“ Steppe ” or the “ Company ”) will be held at the Shangri-La Hotel, 19 Olympic Street, Sukhbaatar District-1, Ulaanbaatar 14241 Mongolia on Monday, the 24[th] day of June, 2024 at the hour of 10:00 a.m. (ULAT), for the following purposes:

  1. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution (the “ Transaction Resolution ”), the full text of which is disclosed in the accompanying management information circular of the Company dated as of May 8, 2024 (the “ Circular ”) approving: (i) the acquisition by the Company of all of the issued and outstanding shares of Boroo Gold LLC; and (ii) the sale of the Tres Cruces Oxide Project to Boroo Pte Ltd. (“ Boroo Singapore ”), all as more particularly described in the Circular;

  2. to receive the audited consolidated financial statements of the Company for the year ended December 31, 2023 (with comparative statements relating to the preceding fiscal period) together with the report of the auditor thereon;

  3. to elect the directors of Steppe who will serve until the end of the next annual general meeting of shareholders or until their successors are elected or appointed;

  4. to appoint Kingston Ross Pasnak LLP as the auditors of Steppe for the ensuing year and to authorize the directors to fix their remuneration; and

  5. to transact such further or other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

Accompanying this notice is the Circular, a form of proxy (the “ Form of Proxy ”) and a form of voting instruction form (if applicable). The Circular provides further information relating to the matters to be addressed at the Meeting. In order to become effective, the Transaction Resolution must be approved by a majority of the votes cast by the Company’s shareholders present in person or by proxy at the Meeting or at any adjournment(s) or postponement(s) thereof. A copy of the share exchange agreement dated April 11, 2024 between the Company, Boroo Singapore and Centerra Netherlands BVBA is available for inspection by the Company’s shareholders under the Company’s profile on SEDAR+ at www.sedarplus.ca.

The record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof has been fixed by the directors of the Company as the close of business on May 6, 2024 (the “ Record Date ”). Only shareholders whose names have been entered in the register of shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof.

To enable greater shareholder attendance, if a shareholder is unable to attend the Meeting in person, the Company encourages shareholders to access the Meeting via telephone conference call at (844) 511 2074 (Toll-Free Canada), 1 (234) 2032 767 (USA), +61 (2)6145 2180 (Australia), 86 1057 897465 (China) Conference Participant Access 053-515-325. Shareholders attending the Meeting by telephone conference will be able to listen to the Meeting but will not be able to vote at the Meeting.

Shareholders are entitled to vote at the Meeting either in person or by proxy. Those who are unable to attend the Meeting are requested to read, complete, sign and mail the enclosed Form of Proxy in accordance with the instructions set out in the Form of Proxy and in the Circular accompanying this notice.

DATED at Toronto, Ontario, this 8[th] day of May, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “ Bataa Tumur-Ochir

Bataa Tumur-Ochir

Chair and Chief Executive Officer