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Wescan Goldfields Inc. — Proxy Solicitation & Information Statement 2025
May 16, 2025
45480_rns_2025-05-16_904878a4-1eba-45f6-b5c3-f89ba21aac7b.pdf
Proxy Solicitation & Information Statement
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WESCAN GOLDFIELDS INC.
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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 May 6, 2025 (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: Wednesday, June 18, 2025 at 10:00 a.m. (Saskatoon time)
WHERE: Suite 602, 224 – 4th Avenue South
Saskatoon, Saskatchewan
S7K 5M5
A Shareholder may attend the Meeting in person or may be represented at the meeting by proxy however 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.
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 Kenway Mack Slusarchuk Stewart 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 Kenway Mack Slusarchuk Stewart 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 "Approval of Amended and Restated Stock Option Plan".
Approval and Ratification of Prior Option Grants: 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 Information Circular, approving the grant of an aggregate of 2,400,000 options to certain participants, effective as of January 13, 2025, which is more fully described in the Information Circular under "Approval and Ratification of Prior Option Grants".
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 four (4) issued and outstanding pre-consolidation 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 name change 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:
- Sending an email to [email protected], or
- Calling Wescan Goldfields Inc. at 306-244-5480
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: https://login.odysseytrust.com/pxlogin
EMAIL: [email protected]
MAIL OR BY HAND: Odyssey Trust Company
Attn: Proxy Department
702 - 67 Yonge St.
Toronto, ON M5E 1J8