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Tesoro Minerals Corp. AGM Information 2021

May 4, 2021

43067_rns_2021-05-04_14ef4863-83cb-4d0f-aa7d-49f508d2cc4c.pdf

AGM Information

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TESORO MINERALS CORP.

Suite 615, 800 West Pender Street Vancouver, British Columbia, V6C 2V6 Tel: (604) 710-2140

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY given that an annual general and special meeting (the “ Meeting ”) of the shareholders of Tesoro Minerals Corp. (the “ Corporation ”) will be held at 20[th] Floor, 250 Howe Street, Vancouver, British Columbia on Monday, May 31, 2021 at 10:00 a.m. PDT for the following purposes:

  1. To receive and consider the consolidated audited financial statements of the Corporation for the financial year ended October 31, 2020, together with the auditor’s report thereon;

  2. To fix the number of the directors at four (4);

  3. To elect the directors of the Corporation for the ensuing year;

  4. To re-appoint Crowe MacKay LLP, Chartered Professional Accountants, as auditor of the Corporation for the ensuing year and to authorize the directors of the Company to determine the remuneration to be paid to the auditor;

  5. To consider, and, if thought advisable, to pass, with or without modification, an ordinary resolution of the Corporation to re-approve the Company’s stock option plan, as more particularly described in the Information Circular; and

  6. To transact such other business as may be properly transacted at such Meeting or at any adjournment thereof.

The Board of Directors has fixed April 26, 2021 as the Record Date for determining the Shareholders entitled to receive notice of and vote at the Meeting. Shareholders unable to attend the Meeting in person are requested to read the enclosed Information Circular and Proxy (or Voting Instructions Form, a “VIF”) and then complete and deposit the Proxy or VIF in accordance with its instructions. Unregistered shareholders must deliver their complete Proxy or VIF in accordance with the instructions given by their financial institution or other intermediary that forwarded it to them.

The Corporation’s audited financial statements for the financial year ended October 31, 2020, including management’s discussion and analysis will be made available at the Meeting and can be viewed on www.sedar.com.

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, phone or email the enclosed form of Proxy in accordance with the instructions set out in the Proxy and in the Information Circular accompanying this Notice. Please advise the Company of any change in your mailing address.

Amid ongoing concerns about the Coronavirus (COVID-19) outbreak, the Company is actively monitoring the latest COVID-19 developments and directions from public health and government authorities, and is mindful of the health and well-being of all our stakeholders, including our employees, shareholders, industry partners and the communities in which we operate, as well as that of the general public. As of the date hereof, the Company intends on holding an in-person shareholder meeting. However, as COVID-19 is a rapidly evolving situation, the Company will continue to assess and implement measures to reduce the risk of spreading the virus at the Meeting, which may include potentially changing the location of the Meeting or adjourning or postponing the Meeting. The Company will provide updates to any arrangements in respect

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of the Meeting by way of news releases. Shareholders are encouraged to monitor the Company’s website at www.tesoromineralscorp.com or the Company’s profile on SEDAR at www.sedar.com, where copies of such news releases, if any, will be posted.

DATED at Vancouver, British Columbia, the 26[th] day of April, 2021.

ON BEHALF OF THE BOARD

Scott McLean

Scott McLean

Interim President & Chief Executive Officer and a Director