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Torq Resources Inc. AGM Information 2021

Jul 7, 2021

44289_rns_2021-07-07_5d115b78-ec6c-4a28-85df-bbca82650f2c.pdf

AGM Information

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TORQ RESOURCES INC.

Suite 600 – 1199 West Hastings Street Vancouver, British Columbia V6E 3T5 Telephone No.: (778) 729-0500 Fax No.: (778) 729-0650

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the annual general meeting (the "Meeting") of shareholders of Torq Resources Inc. (the "Company") will be held at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, on August 12, 2021, at 9:00 a.m. (Pacific Time).

Meeting Attendance by Teleconference

Due to ongoing concerns related to the current pandemic ("COVID-19"), rather than attend the Meeting, the Company strongly encourages Shareholders to submit their votes by proxy in advance of the Meeting by sending in the completed form of Proxy included with this notice well before 9:00 a.m. (Pacific Time) on Tuesday, August 10, 2021 (the "Proxy Deadline"), and attend the Meeting by teleconference.

Teleconference Numbers:

Canada Toll Free: 1 855 244 8680
Canada Toll: 1 416 915 6530
US Toll Free: 1 855 282 6330
US Toll: 1 415 655 0002
ACCESS CODE: 24434778

Please note that attendance at the Meeting by teleconference will allow Shareholders to listen to the Meeting in real time, but will not allow them to vote or participate at the Meeting. Shareholders who wish to attend the Meeting in person must call the Company at (778) 729-0500 or email to [email protected] to inform of their intention to attend in person at least 48 hours prior to the Meeting for further instructions on in-person attendance procedures.

Purposes of the Meeting:

    1. To receive and consider the financial statements of the Company for its fiscal year ended December 31, 2020, together with the auditor's report thereon (see the Information Circular prepared for the Meeting (the "Circular"), Particulars of Matters to be Acted Upon);
    1. To elect directors of the Company for the ensuing year (see the Circular, Election of Directors and Particulars of Matters to be Acted Upon);
    1. To appoint the auditor of the Company for the ensuing year (see the Circular, Appointment of Auditor and Particulars of Matters to be Acted Upon); and
    1. To ratify and approve continuation of the share option plan, as described in the Circular (see the Circular, Particulars of Matters to be Acted Upon – Continuation of Share Option Plan).

No other matters are contemplated however any permitted amendment to or variation of any matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof.

Shareholders who choose not to attend the Meeting in person and who wish to ensure their Common Shares are voted at the Meeting are asked to complete, date and sign the enclosed Proxy, or another suitable form of proxy, and deliver it in accordance with the instructions set out in the accompanying Proxy and in the Circular.

Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure their shares will be voted at the Meeting. If you hold your shares in a brokerage account you are a non-registered shareholder.

Notice-and-Access Provisions

The Company is following notice-and-access provisions of National Instrument 51-102-Continuous Disclosure Obligations and of National Instrument 54-101–Communication with Beneficial Owners of Securities of a Reporting Issuer (together the "Notice-and-Access Provisions") for this Meeting, which are a set of rules developed by the Canadian Securities Administrators, with the aim to reduce the volume of printed materials mailed to Shareholders. The Company is instead allowed to post the Meeting Circular and any additional proxy materials online and Shareholders will receive only this Notice and the Proxy (together the "notice package"). A Shareholder may choose to request a paper copy of the Circular. The Company will not use 'stratification' in relation to Notice-and-Access Provisions, which occurs when an issuer using Notice-and-Access Provisions provides a paper copy of the Circular to some shareholders with the notice package. In relation to the Meeting, all Shareholders will receive the notice package as required under Notice-and-Access Provisions, which will not include a paper copy of the Circular.

A copy of the Circular is posted for viewing on the Company's internet website at https://www.torqresources.com/investors/investor-package/. Any Shareholder who wishes to receive a paper copy of the Circular, should contact the Company at Suite 600, 1199 West Hastings Street, Vancouver, British Columbia V6E 3T5, Toll Free: 1-800-863-8655 or Tel: 778-729-0500, or by fax: 778- 729-0650. A Shareholder may also use the toll-free number noted above to obtain additional information about the Notice-and-Access Provisions.

Under Notice-and-Access Provisions, Meeting proxy materials must be available for viewing up to 1 year from the date of the Meeting. A paper copy of the Circular may be requested at any time during this period. To allow time for a Shareholder to receive and review a paper copy of the Circular and then submit their proxy vote by 9:00 a.m. (Pacific Time), Tuesday, August 10, 2021 (the "Proxy Deadline"), a Shareholder should ensure their request for a paper copy is received by the Company by Tuesday, July 27, 2021.

NOTE OF CAUTION Concerning COVID-19

At the date of this Notice the Company intends to hold the Meeting at the time, date and location stated above. Shareholders who wish to attend the Meeting in person, should carefully follow the instructions of the federal Public Health Agency of Canada available at: https://www.canada.ca/en/publichealth/services/diseases/coronavirus-disease-covid-19.html. The Company asks Shareholders to review and follow the instructions of any regional health authorities of the Province of British Columbia with jurisdiction over the areas you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days immediately prior to the Meeting.

The Company reserves the right to take additional pre-cautionary measures deemed appropriate to the Meeting in response to recent COVID-19 developments, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date or location and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 14 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company's profile at www.sedar.com as well as on our Company website at www.torqresources.com. The Company strongly recommends Shareholders check SEDAR and the Company's website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to COVID-19, the Company will not prepare or mail amended Meeting Proxy Materials.

The Circular contains details of matters to be considered at the Meeting, and a copy is posted for viewing on the Company's website at https://www.torqresources.com/investors/investor-package/. Please review the Circular before voting.

DATED at Vancouver, British Columbia, July 5, 2021.

BY ORDER OF THE BOARD

"Michael Kosowan"

Michael Kosowan President and Chief Executive Officer