NEWRANGE GOLD CORPORATION
ANNUAL AND SPECIAL SHAREHOLDER MEETING
TO BE HELD ON OCTOBER 5, 2023
MANAGEMENT INFORMATION CIRCULAR
WITH RESPECT TO, AMONG OTHER THINGS, THE PROPOSED ACQUISITION BY REVERSE TAKEOVER TRANSACTION OF MITHRIL RESOURCES LIMITED
September 1, 2023
Neither the TSX Venture Exchange Inc. (the "Exchange") nor any securities regulatory authority has in any way passed upon the merits of the Reverse Takeover described in this Information Circular .
NEWRANGE GOLD CORPORATION
Suite 250 - 750 West Pender Street, Vancouver, B.C. V6C 2T7
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the "Meeting") of the shareholders of Newrange Gold Corporation (the "Corporation") will be held virtually on October 5, 2023 at 4:00 p.m. (local time), for the following purposes:
- To receive the financial statements of the Corporation for the fiscal year ended April 30th, 2023 together with the auditor's report thereon.
- To set the number of directors for the ensuing year at four (4).
- Conditional on and effective upon the closing of the Transaction (as defined herein) involving the Corporation and Mithril Resources Limited, as more particularly set out in the accompanying management information circular ("Information Circular"), to fix the number of directors at six (6);
- To elect two alternate slates of directors, namely (i) a slate consisting of the four (4) incumbent directors of the Corporation (the "Incumbent Slate"), to take office immediately following the Meeting, and (ii), conditional on and effective upon the closing of the Transaction, an alternate slate of six (6) directors to replace the Incumbent Slate;
- To appoint an auditor for the ensuing year.
- To ratify and approve, by ordinary resolution, the Corporation's rolling Share Option Plan.
- To consider and, if thought advisable, to pass a special resolution (the "Consolidation Resolution") to affect a consolidation of all of the Corporation's issued and outstanding common shares on the basis of one (1) new common share of the Corporation for two (2) existing common shares of the Corporation (the "Consolidation");
- To consider and, if thought advisable, to pass an ordinary resolution approving the acquisition of all the issued and outstanding securities of Mithril Resources Limited (the "Acquisition Resolution"), all as more particularly described in the accompanying Information Circular;
- To transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.
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The Board of Directors has fixed September 1, 2023 as the Record Date for determining the shareholders entitled to receive notice of and vote at the Meeting. Shareholders unable to attend the Meeting in person are requested to read the enclosed Information Circular and Proxy (or Voting Instruction Form, a "VIF") and then complete and deposit the Proxy or VIF in accordance with its instructions. Unregistered shareholders must deliver their completed VIF in accordance with the instructions given by their financial institution or other intermediary that forwarded it to them.
DATED at Vancouver, British Columbia this 1st day of September, 2023.
ON BEHALF OF THE BOARD OF DIRECTORS
Signed: "Robert Archer"
Robert Archer
President & CEO
These share holder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered share holder, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.
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Contents | |
CURRENCY AND EXCHANGE RATES | 1 |
GENERAL DISCLOSURE INFORMATION | 1 |
SCIENTIFIC AND TECHNICAL INFORMATION | 2 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION | 2 |
SUMMARY OF INFORMATION CIRCULAR | 4 |
NEWRANGE GOLD CORPORATION | 8 |
MANAGEMENT INFORMATION CIRCULAR | 8 |
PERSONS MAKING THIS SOLICITATION OF PROXIES | 8 |
INTRODUCTION | 8 |
APPOINTMENT OF PROXYHOLDERS AND COMPLETION AND REVOCATION OF PROXIES | 9 |
INFORMATION FOR NON-REGISTERED (BENEFICIAL) OWNERS OF COMMON SHARES | 10 |
VOTING OF PROXIES | 11 |
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON | 11 |
QUORUM | 12 |
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF | 12 |
STATEMENT OF EXECUTIVE COMPENSATION | 12 |
Named Executive Officers | 12 |
Oversight and description of director and named executive officer compensation | 13 |
Compensation Governance | 17 |
Director and NEO Compensation (Excluding Compensation Securities) | 17 |
Stock Options and Other Compensation Securities | 18 |
Employment, Consulting and Management Agreements | 18 |
Pension Plan Benefits | 18 |
Termination and Change of Control Benefits | 18 |
CORPORATE GOVERNANCE | 19 |
Board of Directors | 19 |
Directorships | 20 |
Orientation and Continuing Education | 20 |
Ethical Business Conduct | 21 |
Nomination of Directors | 21 |
Compensation | 21 |
Other Board Committees | 22 |
Assessments | 22 |
AUDIT COMMITTEE | 22 |
Overview | 22 |
- i -
The Audit Committee's Charter | 23 |
Composition of the Audit Committee | 23 |
Relevant Education and Experience | 23 |
Complaints | 24 |
Audit Committee Oversight | 25 |
Reliance on Certain Exemptions | 25 |
Pre-Approval Policies and Procedures | 25 |
External Auditor Service Fees (By Category) | 25 |
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS | 26 |
SECURITIES AUTHORIZED FOR ISSUANCE | 26 |
UNDER EQUITY COMPENSATION PLANS | 26 |
Equity Compensation Plan Information | 26 |
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS | 27 |
PARTICULARS OF MATTERS TO BE ACTED UPON | 27 |
Financial Statements, Audit Report & Management's Discussion & Analysis | 27 |
Appointment of Auditor | 27 |
Election of Directors | 27 |
Approval and Ratification of Share Option Plan | 32 |
Consolidation | 33 |
ACQUISITION OF MITHRIL RESOURCES LIMITED | 35 |
PART I - INFORMATION CONCERNING THE CORPORATION | 35 |
Name and Incorporation | 35 |
Concurrent Financing | 36 |
General Development of the Business | 36 |
Selected Financial Information and Management's Discussion and Analysis | 39 |
Annual Information | 39 |
Quarterly Information | 39 |
Management Discussion and Analysis | 40 |
Description of the Securities | 42 |
Principal Shareholders | 43 |
Share Option Plan | 43 |
Prior Sales | 44 |
Escrow Securities | 44 |
Stock Exchange Price | 44 |
Legal Proceedings | 45 |
Auditor, Transfer Agent and Registrar | 45 |
Auditor | 45 |
Registrar and Transfer Agent | 45 |
Material Contracts | 45 |
PART II - INFORMATION CONCERNING MITHRIL | 46 |
Name and Incorporation | 46 |
The Acquisition | 46 |
The Deed Polls | 46 |
Conditions Precedent | 47 |
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Newrange Gold Corporation published this content on 01 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 September 2023 07:33:02 UTC.