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Temas Resources Corp. — AGM Information 2020
Jul 31, 2020
47893_rns_2020-07-31_7eb84efb-b8f2-4d9d-9651-cdeb8c49a159.pdf
AGM Information
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TEMAS RESOURCES CORP. 890 - 1140 West Pender Street Vancouver, British Columbia V6E 4G1
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of the shareholders of Temas Resources Corp. (the “ Company ”) will be held electronically by teleconference on August 25, 2020 at 10:00 a.m. (Vancouver time). Shareholders will not be able to attend the Meeting in person.
To participate or submit questions during the Meeting, please refer to the following dial-in instructions:
Canada/USA: 1-604-449-1868
The Meeting is being held for the following purposes:
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to receive and consider the financial statements for the year ended December 31, 2019, together with the auditor’s report thereon;
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to set the number of directors at three for the ensuing year;
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to elect directors for the ensuing year;
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to appoint De Visser Gray LLP, Chartered Accountants, as auditor of the Company for the ensuing year and to authorize the directors to determine the remuneration to be paid to the auditor;
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to consider, and, if deemed appropriate, to pass with or without variation an ordinary resolution confirming the existing stock option plan of the Company, as more particularly described in the accompanying management information circular of the Company dated July 24, 2020 (the “ Circular ”);
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to consider, and if thought advisable, to pass, with or without variation, an ordinary resolution (the “ Transaction Resolution ”) authorizing and approving the transaction (the “ Transaction ”) contemplated in the purchase agreement dated June 18, 2020 among the Company, CloudBreak Discovery Corp. and Cronin Services Ltd.; and
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to transact such other business as may properly be put before the Meeting.
Specific details of the matters to be put before the Meeting are set forth in the Circular. It is the intention of the persons named in the enclosed form of proxy, if not expressly directed otherwise in such form of proxy, to vote FOR the Transaction Resolution and all other matters to be considered at the Meeting
The Company’s board of directors (the “ Board ”) has fixed July 21, 2020 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the Circular.
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If you are a registered shareholder of the Company, please complete, date and sign the accompanying form of proxy and choose one of the following options to submit your proxy:
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(a) complete, date and sign the Proxy and return it to the Company’s transfer agent by 10:00 a.m. August 21, 2020 by regular mail at Odyssey Trust Proxy Department, 25 Adelaide St East Unit 1717, Toronto, Ontario, M5C 3A1; or
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(b) use the internet through the website of the Company’s transfer agent at http://odysseytrust.com/Transfer-Agent/Login. Registered shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the holder’s account number and the control number.
If you are a non-registered shareholder of the Company and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or by the other intermediary. Failure to do so may result in your common shares not being eligible to be voted by proxy at the Meeting.
The Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and is expressly incorporated as a part of, this Notice of Meeting.
DATED at Vancouver, British Columbia, the 24[th] day of July, 2020.
ON BEHALF OF THE BOARD
(signed) “Kyler Hardy”
Kyler Hardy Chief Executive Officer