Visible Gold Mines Inc. — Proxy Solicitation & Information Statement 2020

Jan 27, 2020

VISIBLE GOLD MINES INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS FEBRUARY 27, 2020

TAKE NOTICE that an Annual and Special Meeting of Shareholders (the “Meeting”) of Visible Gold Mines Inc. (the “Corporation”) will be held:

Place: Best Western Plus Hotel Albert Raglan Room 84 Principale Avenue Rouyn-Noranda, Québec J9X 4P2

Date: February 27, 2020 Time: 2:00 p.m.

The purposes of the Meeting are to:

1. Receive and consider the financial statements of the Corporation for the fiscal year ended July 31, 2019 and the auditors’ report thereon;
2. Elect directors;
3. Appoint auditors and authorize the directors to fix their remuneration;
4. Consider, and if deemed advisable to adopt, a resolution annexed as Schedule B to the Management Information Circular, ratifying and confirming the 2007 Stock Option Plan of the Corporation;
5. Consider, and if deemed advisable, adopt a special resolution in the form annexed as Schedule A to the accompanying Management Proxy Circular, authorizing an amendment to the Articles of the Corporation so as to change the name of the Corporation to “QUAD Resources Ltd. – Ressources QUAD Ltée” or such other name as may be selected by the Board of Directors of the Corporation in its discretion; and
6. Transact such other business as may properly be brought before the Meeting.

Only persons registered as shareholders on the records of the Corporation as of the close of business on January 23, 2020 are entitled to receive notice of, and to vote or act at, the Meeting. No person who becomes a shareholder after the Record Date will be entitled to vote or act at the Meeting or any adjournment thereof.

If you are unable to attend the Meeting in person, please date, complete and sign the enclosed form of proxy and deliver it to Computershare Investor Services Inc. (i) by mail or hand delivery to Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, or (ii) by facsimile to 416-263-9524 or 1-866-249-7775. A shareholder may also vote using the Internet at www.investorvote.com or by telephone at 1-866-732-8683. In order to be valid and acted upon at the Meeting, the form of proxy must be received no later than 5:00 p.m. (eastern time) on February 25, 2020 or be deposited with the Secretary of the Corporation before the commencement of the Meeting or any adjournment thereof.

DATED at Rouyn-Noranda, Québec January 24, 2020

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Martin Dallaire President and Chief Executive Officer