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Trident Resources Corp. — Proxy Solicitation & Information Statement 2025
Feb 12, 2025
43917_rns_2025-02-12_9007a900-6555-435c-ac9f-c99de72f4afa.pdf
Proxy Solicitation & Information Statement
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EROS RESOURCES CORP.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
The board of directors of Eros Resources Corp. (“Eros” or the “Corporation”) invites you to attend the special meeting of the shareholders (“Shareholders”) of the Corporation (the “Meeting”) to be held on March 25, 2025 at the Corporation’s offices at Suite 1030-505 Burrard Street, Vancouver, BC V7X 1M5, at 10:00 A.M. (Vancouver time) for the following purposes:
- to consider, and if deemed appropriate, to pass, with or without variation, a special resolution, to repeal the existing articles of the Corporation and approve the adoption of new articles of the Corporation (the “Articles of Amendment Resolution”), as more particularly described in the accompanying management information circular of the Corporation dated February 10, 2025 (the “Information Circular”);
- to consider, and if deemed appropriate, to approve, with or without variation, an ordinary resolution to approve the adoption by the Corporation of a new long term incentive plan, to supersede and replace the Corporation’s existing stock option plan, the full text of which resolution is set out in the accompanying Information Circular (the “Long-Term Incentive Plan Resolution”); and
- to transact such other business as may properly come before the Meeting or any adjournment of the Meeting.
Eros intends to hold the Meeting in person. Access to the Meeting will, subject to the articles of the Corporation, be limited to essential personnel and registered Shareholders and proxyholders entitled to attend and vote at the Meeting.
Each common share of the Corporation will entitle the holder thereof to one vote at the Meeting. The Articles of Amendment Resolution must be approved by at least 66⅔% of the votes cast by Shareholders eligible to vote on the subject matter thereof present or represented by proxy and entitled to vote at the Meeting. The Long-Term Incentive Plan Resolution must be approved by a majority of the votes cast by Shareholders eligible to vote on the subject matter thereof present or represented by proxy and entitled to vote at the Meeting.
The board of directors of the Corporation has fixed the close of business on February 4, 2025 (the “Record Date”) as the record date for determining the Shareholders who are entitled to receive notice of and to vote at the Meeting. Only registered Shareholders of record as of the close of business on the Record Date are entitled to receive notice of the Meeting and to attend and vote at the Meeting.
The Information Circular contains the full text of the Articles of Amendment Resolution, and provides additional information relating to such resolution and the subject matter of the Meeting, and is deemed to form part of this notice of special meeting (this “Notice”)
Eros is using notice-and-access to provide Shareholders with electronic access to this Notice and the Information Circular (collectively, the “Meeting Materials”), instead of mailing paper copies. The Meeting Materials are available on Eros’ profile on www.sedarplus.ca and on Eros’ website (www.erosresourcescorp.com). Shareholders will receive a notice in the mail giving instructions on how to request a paper copy of the Information Circular free of charge.
Notwithstanding the Meeting will be held in person, Eros encourages Shareholders to date and sign the form of proxy and return it in the envelope provided, or, alternatively, to vote by telephone, or over the internet, in each case in accordance with the enclosed instructions. To be used at the Meeting, the completed proxy form must be deposited at the office of Computershare Investor Services Inc. (“Computershare”),
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Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 (Fax: 1-866-249-7779 (toll free within North America) or (416) 263-9524 (outside North America)) in accordance with the instructions included thereon. Non-registered Shareholders who receive these materials through their broker or other intermediary should complete and send the form of proxy or voting instruction form in accordance with the instructions provided by their broker or intermediary. To be effective, a proxy or voting instructions form, as applicable, must be received by Computershare not later than 10:00 A.M (Vancouver time) on March 21, 2025 or in the case of any postponement or adjournment of the Meeting, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the postponed or adjourned Meeting. Late proxies may be accepted or rejected at the discretion of the Chair of the Meeting, provided that the Chair of the Meeting is under no obligation to accept or reject any particular late proxy.
DATED at the City of Vancouver, British Columbia, February 10, 2025.
BY ORDER OF THE BOARD OF DIRECTORS
"Jonathan Wiesblatt"
Jonathan Wiesblatt
Chief Executive Officer
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