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Westhaven Gold Corp. Proxy Solicitation & Information Statement 2025

May 16, 2025

46671_rns_2025-05-16_bec3c86e-56bb-496b-bafe-c8169c287baf.pdf

Proxy Solicitation & Information Statement

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westhaven

TSX-V:WHN

GOLD CORP

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the Annual General Meeting (the "Meeting") of the Shareholders of WESTHAVEN GOLD CORP. (the "Company") will be held at the UK Building located at 409 Granville Street, Vancouver, BC on the 24th day of June, 2025 at 10:00 a.m. (Pacific Time) for the following purposes:

  1. To fix the number of Directors at five (5).
  2. To elect Directors for the ensuing year.
  3. To receive the Audited Financial Statements of the Company for the year ended December 31, 2024, together with the Auditor's Report thereon.
  4. To appoint the Auditor for the Company, and to authorize the Directors to fix the remuneration to be paid to the Auditor.
  5. To consider and, if thought fit, to pass an ordinary resolution of disinterested shareholders of the Company approving the Equity Incentive Plan of the Company.
  6. To transact such other business as may be brought before the Meeting.

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in their stead. If you are unable to attend the Meeting in person, please read the Notes accompanying the Instrument of Proxy enclosed and then complete and return the Proxy within the time set out in the Notes. As set out in the Notes, the enclosed Instrument of Proxy is solicited by Management, but you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting.

DATED at Vancouver, British Columbia, this 7th day of May, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"Kenneth A. Armstrong"

Kenneth A. Armstrong

President & CEO

Suite 1056 | 409 Granville St. | Vancouver, B.C. | V6C 1T2

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westhaven

TSX-V:WHN

GOLD CORP

Cusip # 960350106

Important Notice Regarding the Availability of Proxy Materials for WESTHAVEN GOLD CORP.

Annual General Meeting to be held at

the UK Building, 409 Granville Street, Vancouver, BC

on June 24, 2025, at 10:00 a.m. Pacific Time

You are receiving this notice to advise that the proxy materials for the above noted securityholders' meeting are available on the Internet. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We remind you to access and review all of the important information contained in the information circular and other proxy materials before voting. The information circular and other relevant materials are available at:

https://www.westhavengold.com/investors/agm/

OR

www.sedar.com

Obtaining a Copy of the Proxy Materials

If you would like to receive a paper copy of the current meeting materials by mail, you must request one. There is no charge to you for requesting a copy.

Call us at 1-888-893-5089 to request a paper copy of the materials for the current meeting.

To ensure you receive the material in advance of the voting deadline and meeting date, all requests must be received by us no later than, June 14, 2025, to ensure timely receipt. If you do request the current materials, please note that another Voting Instruction Form/Proxy will not be sent; please retain your current one for voting purposes.

To obtain paper copies of the materials after the meeting date, contact us at [email protected].

Securityholder Meeting Notice

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your securities you must vote online, by telephone or by mailing the enclosed Voting Instruction form/Proxy for receipt before June 20, 2025, at 10:00 am Pacific Time using the enclosed Business Reply Envelope.

The resolutions to be voted on at the meeting are listed below along with the Sections within the Information Circular where disclosure regarding the matter can be found.

  1. To Fix the Number of Directors at Five – Page 5, Election of Directors
  2. Election of Directors – Pages 5-6, Election of Directors
  3. To receive the annual financial statements for the year ended December 31, 2024;
  4. Appointment of Auditor – Page 6
  5. Approval of Equity Incentive Plan – Pages 6-7; and
  6. Shareholders may be asked to consider and transact such other business as may property come before the Meeting or any adjournment thereof – Page 7

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in their stead. If you are unable to attend the Meeting in person, please read the Notes accompanying the Instrument of Proxy enclosed and then complete and return the Proxy within the time set out in the Notes. As set out in the Notes, the enclosed Instrument of Proxy is solicited by Management, but you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting.

No Annual Report (or Annual Financial Statements) is (are) included in this mailing.

Suite 1056 | 409 Granville St. | Vancouver, B.C. | V6C 1T2

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