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Vortex Metals Inc. AGM Information 2023

Jun 9, 2023

47385_rns_2023-06-09_673e68fa-f61c-42e4-89f5-b5604af854c1.pdf

AGM Information

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VORTEX METALS INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of shareholders (the “ Shareholders ”) of Vortex Metals Inc. (the “ Company ”) will be held at the offices of Suite 1500 – 409 Granville Street, Vancouver, British Columbia, on Monday, July 10, 2023, at the hour of 10:00 a.m. (Vancouver time) for the following purposes:

  • (1) to receive the audited financial statements of the Company for the fiscal year ended December 31, 2022, and the accompanying report of the auditors;

  • (2) to set the number of directors of the Company at four (4)

  • (3) to elect Vikas Ranjan, Michael Williams, John Larson and Cale Thomas as directors of the Company;

  • (4) to appoint Davidson & Co. LLP, Chartered Professional Accountants as the auditors of the Company for the fiscal year ending December 31, 2023 and authorize the directors of the Company to fix the remuneration to be paid to the auditors;

  • (5) to consider and, if deemed advisable, to approve, with or without variation, a special resolution to authorize the board of directors of the Company (the “ Board ”) to set the number of directors form time to time within the minimum and maximum number of directors set forth in the articles of the Company, in accordance with Section 125(3) of the Business Corporations Act (Ontario), as more particularly described in the accompanying management information circular of the Company dated June 1, 2023 (the “ Information Circular ”);

  • (6) to consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution of disinterested Shareholders, to adopt a new equity incentive compensation plan, the full text of which is set forth in Schedule “B” of the Information Circular; and

  • (7) to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Meeting.

The Board has fixed June 1, 2023 as the record date for the determination of Shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered Shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

COVID-19

In view of the evolving COVID-19 outbreak, the Company encourages Shareholders not to attend the Meeting in person. The Company may take additional precautionary measures in relation to the Meeting in response to further developments in the COVID-19 outbreak. As always, the Company encourages Shareholders to vote by proxy prior to the Meeting.

If you are a registered Shareholder of the Company and unable to attend the Meeting in person, please vote by proxy by following the instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of Ontario) before the time and date of the Meeting or any adjournment or postponement thereof.

If you are a non-registered Shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, or a trustee or administrator of a retirement savings plan, retirement income fund, education savings plan or other similar savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (each, an “ Intermediary ”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Toronto, Ontario, this 1[st] day of June, 2023.

By Order of the Board of Directors of

VORTEX METALS INC.

“Vikas Ranjan” Vikas Ranjan Chief Executive Officer

PLEASE VOTE. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED FORM OF PROXY AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED.