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Wescan Goldfields Inc. — Proxy Solicitation & Information Statement 2020
May 9, 2020
45480_rns_2020-05-08_f74a713e-c3ce-4a3d-ac59-a138e9464be4.pdf
Proxy Solicitation & Information Statement
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WESCAN GOLDFIELDS INC.
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF WESCAN GOLDFIELDS INC. JUNE 9, 2020
TAKE NOTICE THAT the Annual General and Special Meeting (the “Meeting”) of the shareholders “Shareholders”) of WESCAN GOLDFIELDS INC . (the “Corporation”) will be held at Suite 600, 224 - 4th Avenue South, Saskatoon, Saskatchewan, on Tuesday, June 9, 2020 at 10:00 a.m. (Saskatoon time) for the following purposes:
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to receive the audited consolidated financial statements of the Corporation as at and for the year ended December 31, 2019 and the report of the auditors thereon and management’s discussion and analysis for the year ended December 31, 2019;
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to elect the directors of the Corporation for the ensuing year;
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to appoint the auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to determine the remuneration to be paid to the auditors;
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to consider and, if deemed advisable, to pass an ordinary resolution, the full text of which is set forth in the Information Circular, approving the Stock Option Plan of the Corporation;
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to consider and, if deemed advisable, to pass a special resolution, the full text of which is set forth in the Information Circular, authorizing the consolidation of the issued and outstanding common shares in the capital of the Corporation on the basis of a ratio within the range of one (1) issued and outstanding postconsolidation share for up to ten (10) issued and outstanding pre-consolidation shares, with such ratio to be determined by the board of directors of the Corporation in its sole discretion;
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to consider and, if deemed advisable, to pass a special resolution, the full text of which is set forth in the Information Circular, authorizing the change of the name of the Corporation to such name as the Board of Directors of the Corporation determines, in its sole discretion; and
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to transact such other business as may properly come before the Meeting.
In light of the ongoing public health concerns related to COVID-19 and in order to comply with the measures imposed by the federal and provincial governments, the Corporation is encouraging shareholders and others not to attend the Meeting in person. Shareholders are urged to vote on the matters before the Meeting online or by proxy. Please monitor our news releases for any important information related to the Meeting and COVID-19. The Corporation may take additional precautionary measures in relation to the Meeting in response to further developments regarding COVID-19, which may potentially include adjourning or postponing the Meeting.
This year, as described in the notice and access notification mailed to Shareholders of Wescan Goldfields Inc., the Corporation has decided to deliver the Information Circular to Shareholders by posting the Information Circular on the following website: http://wescangoldfields.com/investors/event_calendar/
The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and it will also reduce the Corporation’s printing and mailing costs. The Information Circular will be available on the above website as of May 8, 2020, and will remain on the website for one full year thereafter. The Information Circular will also be available on SEDAR at www.sedar.com.
A Shareholder may attend the Meeting in person or may be represented at the meeting by proxy. To be valid, a properly executed form of proxy must be received by Computershare not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting or any adjournment thereof. A person appointed as proxy holder need not be a shareholder of the Corporation. Please refer to the Information Circular for more information on how to vote at the Meeting.
Only Shareholders of record as at the close of business on April 29, 2020 are entitled to receive notice of the Meeting.
DATED at Saskatoon, Saskatchewan as of the 28[th] day of April, 2020.
BY ORDER OF THE BOARD OF DIRECTORS
“Kenneth E. MacNeill” Kenneth E. MacNeill Chairman
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ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS
You are receiving this notification as Wescan Goldfields Inc. (“the Corporation”) has decided to use the notice and access model for delivery of meeting materials to its shareholders. Under notice and access, shareholders still receive a proxy or voting instruction form enabling them to vote at the shareholders’ meeting. However, instead of a paper copy of the Corporation's management information circular dated April 28, 2020 (the “Information Circular”), shareholders receive this notice with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and also will reduce the Corporation’s printing and mailing costs.
MEETING DATE AND LOCATION
WHEN: Tuesday, June 9, 2020 at 10:00 a.m. (Saskatoon time) WHERE: Suite 600, 224 – 4[th] Avenue South Saskatoon, Saskatchewan S7K 5M5
In light of the ongoing public health concerns related to COVID-19 and in order to comply with the measures imposed by the federal and provincial governments, the Corporation is encouraging shareholders and others not to attend the Meeting in person. Shareholders are urged to vote on the matters before the Meeting online or by proxy. Please monitor our news releases for any important information related to the Meeting and COVID-19. The Corporation may take additional precautionary measures in relation to the Meeting in response to further developments regarding COVID-19, which may potentially include adjourning or postponing the Meeting.
SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS
Election of Directors: Shareholders will be asked to elect directors for the ensuing year. Information respecting the election of directors may be found in the Information Circular under “Election of Directors”.
Appointment of Auditors: Shareholders will be asked to re-appoint KPMG LLP as the Corporation’s auditors for the ensuing year, and authorize the Corporation’s directors to fix their remuneration. Information respecting the appointment of KPMG LLP may be found in the Information Circular under “Appointment of Auditors”.
Annual approval of Stock Option Plan: Shareholders will be asked to consider and, if deemed advisable, to pass an ordinary resolution, the full text of which is set forth in the accompanying Information Circular, approving the Stock Option Plan of the Corporation, which is more fully described in the Information Circular under “Annual Approval of Stock Option Plan”.
Share Consolidation: Shareholders will be asked to consider and, if deemed advisable, to pass a special resolution, the full text of which is set forth in the Information Circular, authorizing the consolidation of the issued and outstanding common shares in the capital of the Corporation on the basis of a ratio within the range of one (1) issued and outstanding post-consolidation share for up to ten (10) issued and outstanding preconsolidation shares, with such ratio to be determined by the board of directors of the Corporation in its sole discretion . Information respecting the share consolidation may be found in the Information Circular under “Consolidation of Common Shares”.
Name Change: Shareholders will be asked to consider and, if deemed advisable, to pass a special resolution, the full text of which is set forth in the Information Circular, authorizing the change of the name of the Corporation to such name as the Board of Directors of the Corporation determines, in its sole discretion. Information respecting the share consolidation may be found in the Information Circular under “Name Change”.
Other Business: Shareholders may be asked to consider other items of business that may be properly brought before the meeting. Information respecting the use of discretionary authority to vote on any such other business may be found in the Information Circular.
SHAREHOLDERS ARE REMINDED TO VIEW THE INFORMATION CIRCULAR PRIOR TO VOTING.
WEBSITE WHERE INFORMATION CIRCULAR IS POSTED
The Information Circular can be viewed online at www.sedar.com or at the following internet address:
http://wescangoldfields.com/investors/event_calendar/
HOW TO OBTAIN PAPER COPIES OF THE INFORMATION CIRCULAR
Shareholders may request that a paper copy of the Information Circular be sent to them at no cost to them. Requests may be made up to one year from the date the Information Circular was filed on SEDAR by:
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Sending an email to [email protected], or
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Calling Wescan Goldfields Inc. at 306-664-2202
Requests should be received at least ten (10) business days in advance of the proxy deposit date and time set out in the accompanying proxy or voting instruction form in order to receive the Information Circular in advance of such date and the meeting date.
Those shareholders with existing instructions on their account to receive a paper copy of meeting materials will receive a paper copy of the Information Circular with this notification.
VOTING
YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your securities, you must vote using the method set out in the enclosed voting instruction form or proxy.
Beneficial shareholders are asked to return their voting instruction forms in accordance with the deadline and instructions noted on the voting instruction form .
Registered shareholders are asked to return their proxies using the following methods not less than 48 hours (excluding Saturday, Sundays and holidays) prior to the time of the Meeting or any adjournment thereof:
INTERNET: www.investorvote.com PHONE: 1-866-732-VOTE (8683) MAIL: Computershare Proxy Department 135 West Beaver Creek PO Box 300 Richmond Hills, ON L4B 4R5 BY HAND: Computershare 8[th] Floor, 10 University Avenue Toronto, ON M5J 2Y1
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