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US Copper Corp AGM Information 2021

Mar 2, 2021

46635_rns_2021-03-02_05af7d57-27cb-4b68-a813-a8593633784b.pdf

AGM Information

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NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “ Meeting ”) of the holders of the common shares (collectively, the “ Shareholders ” or individually, a Shareholder ”) of Crown Mining Corp. (the “ Corporation ”) will be held at the offices at 330 Zeller Dr., Kitchener, Ontario, N2A 0B5 on Monday, March 29, 2021, at the hour of 10:00 a.m. (Toronto time) for the following purposes:

  1. to receive the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2020 and 2019, together with the report of the auditor thereon;

  2. to fix the number of directors at six (6);

  3. to elect the directors of the Corporation;

  4. to consider and, if deemed advisable, to pass, with or without variation, a resolution to reappoint A Chan and Company LLP, as auditors of the Corporation and to authorize the directors to fix the auditors’ remuneration and the terms of their engagement;

  5. to ratify and approve the current Stock Option Plan of the Corporation which fixes the maximum aggregate number of shares reserved for issuance under the Plan at 10% of the issued and outstanding common shares of the Corporation from time to time;

  6. to consider and, if deemed advisable, approve with or without variation, a special resolution to amend the Articles of Incorporation to change the name of the Company to “US Copper Corp” or such name as the directors of the Company may determine and may be acceptable to applicable regulatory authorities; and

  7. to transact such other business as may properly be brought before the Meeting or any adjournment or adjournments thereof.

An Information Circular accompanies this Notice. The Information Circular contains details of matters to be considered at the Meeting.

In order to mitigate risks to the health and safety of Shareholders, management, and the community at large, the Corporation, with regret, but in accordance with current public health guidelines, strongly discourages Shareholders from physically attending the Meeting and asks that all shareholders vote by proxy prior to the Meeting – but especially if experiencing cold or flu-like systems, or if a shareholder or someone the shareholder has been in close contact with has travelled to or from outside of Canada within 14 days prior to the Meeting. In light of the rapidly evolving news and guidelines related to the COVID-19 outbreak, we ask that, in considering whether to attend the Meeting, shareholders follow the instructions and Guidelines of the Public Health Agency of Canada (https://www.canada.ca/en/public-health/services/diseases/coronavirusdisease-covid-19.html), particularly with respect to “social distancing” efforts, as well as all additional provincial and local instructions and guidance. You may still vote on the above items by submitting a Proxy. A form of Proxy has been provided in this package, together with an Information Circular which forms part of this Notice. Please refer to the Notes to the Proxy for instructions on completing the Proxy.

330 Zeller Dr., Kitchener, Ontario N2A 0B5 T: (416) 361-2827

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To be effective, the Proxy must be completed, dated, signed and returned within the time limits and in accordance with the instructions set out in the Notes. As stated in the Notes, the enclosed Proxy is solicited by or on behalf of management of the Company, and the persons named as proxyholder are directors and/or officers of the Company, or nominees selected by management. You may appoint another to represent you at the Meeting by striking out the names of the persons therein and inserting, in the space provided, the name of the person you wish to represent you at the Meeting.

DATED at Toronto, Ontario this 22[nd] day of February, 2021.

By Order of the Board of Directors of Crown Mining Corp.

“Stephen Dunn”

Chairman of the Board

330 Zeller Dr., Kitchener, Ontario N2A 0B5 T: (416) 361-2827