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    LAM   CA51669T1012

LARAMIDE RESOURCES LTD.

(LAM)
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Laramide Resources : Notice of Annual and Special Meeting of Shareholders and Management Information Circular

05/18/2021 | 06:00pm EST

LARAMIDE RESOURCES LTD.

The Exchange Tower

130 King Street West, Suite 3680

Toronto, ON M5X 1B1

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting of shareholders (the "Meeting") of Laramide Resources Ltd. (the "Company") will be held at Irwin Lowy LLP, 217 Queen St. West, Suite 401, Toronto, Ontario, M5V 0R2, with conference call telephone access at Local/International: 416-343-0138 or toll-free North America: 1-866-602-5089 Conference ID: 1714760 on Wednesday, June 30, 2021 at 11:00 a.m. (Eastern Time) for the purpose of:

  1. receiving the Company's financial statements for the year ended December 31, 2020 and the report of the auditor thereon;
  2. electing directors;
  3. appointing the auditor and authorizing the directors to fix the auditor's remuneration;
  4. transacting such further and other business as may properly come before the Meeting or any adjournment thereof.

The Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this notice.

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his or her duly executed form of proxy with the Company's registrar and transfer agent, Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, not later than 11:00 a.m. (Eastern Time) on June 28, 2021 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting.

Shareholders who are unable to attend the Meeting in person, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

Only holders of common shares of the Company of record at the close of business on May 18, 2021 (the "Record Date") will be entitled to vote at the Meeting, and, except as otherwise determined from time to time by the directors of the Company, no person becoming a shareholder after the Record Date will be entitled to receive notice of and vote at the Meeting or any adjournment thereof or to be treated as a shareholder of record for purposes of such other action.

The Company has decided to use the notice-and-access method of delivery of meeting materials for the Meeting for registered and non-registered shareholders. The notice-and-access method of delivery of Meeting materials allows the Company to deliver the Meeting materials over the Internet in accordance with the notice-and-access rules adopted by the Canadian securities regulatory authorities under National Instrument 54-101 - Communicating with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101").

Shareholders will receive paper copies of a notice package (the "Notice Package") via pre-paid mail containing a notice with information prescribed by NI 54-101 and a form of proxy (if a registered shareholder) or a voting instruction form (if a non-registered shareholder). The Company will not use procedures known as "stratification" in relation to the use of notice-and-access. Stratification occurs when an issuer using notice-

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and-access sends a paper copy of the management information circular to some securityholders with the Notice Package.

Shareholders may obtain paper copies of the Circular and the Meeting materials free of charge by calling the Company toll-free at 1-855-599-7363 or emailing info@laramide.com. Any shareholder wishing to obtain a paper copy of the Meeting materials should submit their request no later than June 16, 2021, in order to receive paper copies of the Meeting materials in time to vote before the Meeting. Shareholders may also use the toll-free number noted above to obtain more information about the notice-and-access at any time up until the date of the Meeting, including any adjournment or postponement thereof.

Electronic copies of this notice of meeting, the Circular and other Meeting materials may be found on SEDAR at www.sedar.comunder the Company's profile and on the Company's website at www.laramide.com. Shareholders are encouraged to review the Circular before voting.

Under the notice-and-access, Meeting materials will be available for viewing on the Company's website for one year from the date of posting.

DATED this 18th day of May, 2021.

BY ORDER OF THE BOARD

(Signed)

Marc C. Henderson,

President, Chief Executive Officer and Director

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LARAMIDE RESOURCES LTD.

The Exchange Tower

130 King Street West, Suite 3680, PO Box 99

Toronto, Ontario M5X 1B1

MANAGEMENT INFORMATION CIRCULAR FOR THE

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

SOLICITATION OF PROXIES

This management information circular (this "Circular") is furnished in connection with the solicitation by the management of Laramide Resources Ltd. (the "Company") of proxies to be used at the annual and special meeting of shareholders of the Company (the "Meeting") to be held at Irwin Lowy LLP, 217 Queen St. West, Suite 401, Toronto, Ontario, M5V 0R2, with conference call telephone access at Local/International: 416-343-0138 or toll-free North America: 1-866-602-5089 Conference ID: 1714760 on

Wednesday, June 30, 2021 at 11:00 a.m. (Eastern Time) and at any adjournment thereof for the purposes set forth in the enclosed notice of meeting ("Notice of Meeting"). Proxies will be solicited primarily by mail and may also be solicited personally or by telephone by the directors and/or officers of the Company at nominal cost. The costs of the solicitation of proxies will be borne by the Company.

The information contained in this Circular is given as of May 18, 2021 unless indicated otherwise, and (unless otherwise indicated) all dollar amounts in this Circular are in Canadian dollars.

A copy of the Company's current annual information form is available on the Internet site of SEDAR (the System for Electronic Document Analysis and Retrieval, that was established by the Canadian Securities Administrators) at www.sedar.com. In the alternative, copies will be provided upon request from the Company (at its address above).

The Company has decided to use the notice-and-access method of delivery of meeting materials for the Meeting for holders of common shares of the Company ("Common Shares") who appear on the records maintained by the Company's registrar and transfer agent as registered holders of Common Shares ("Registered Shareholders") and Non-Registered Shareholders (as hereinafter defined). The notice-and-access method of delivery of Meeting materials allows the Company to deliver the Meeting materials over the Internet in accordance with the notice-and-access rules adopted by the Canadian securities regulatory authorities under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101").

Registered Shareholders will receive a form of proxy and Non-Registered Shareholders will receive a voting instruction form, enabling them to vote at the Meeting. However, instead of a paper copy of the Meeting materials, generally shareholders receive only 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 will also reduce the cost of printing and mailing materials to shareholders. Shareholders are reminded to view the Meeting materials prior to voting. The Meeting materials can be viewed online on SEDAR at www.sedar.comunder the Company's profile, and on the Company's website at https://laramide.com/investors/annual-meeting/. The Meeting materials will remain posted on the Company's website at least until the date that is one year after the Meeting materials were posted.

As noted in the Notice of Meeting, the Company will not be adopting stratification procedures in relation to the use of the notice-and-access provisions.

Registered Shareholders or Non-Registered Shareholders (either those who object to their identity being known to the issuers of securities which they own or those who do not object to their identity being made known to

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the issuers of the securities they own) may always request that paper copies of the Meeting materials be sent to them by postal delivery at no cost to them. In order to receive a paper copy of the Meeting materials or if you have questions concerning notice-and-access, please call 1-866-962-0498 (Toll Free North America) or 1-514-982-8716 (direct dial), or the Company toll free at 1-855-599-7363 or email info@laramide.com. Requests for paper copies of the Meeting materials should be received by June 16, 2021, in order to receive the Meeting materials in advance of the Meeting date.

NON-REGISTERED HOLDERS

Only Registered Shareholders, or the persons they appoint as their proxies, are entitled to attend and vote at the Meeting. However, in many cases, Common Shares beneficially owned by a person (a "Non-RegisteredShareholder") are registered either:

  1. in the name of an intermediary (an "Intermediary") with whom the Non-Registered Shareholder deals in respect of the Common Shares (Intermediaries include, among others: banks, trust companies, securities dealers or brokers, trustees or administrators of a self-administered registered retirement savings plan, registered retirement income fund, registered education savings plan and similar plans); or
  2. in the name of a clearing agency (such as the Canadian Depository for Securities Limited, in Canada, and the Depository Trust Company, in the United States) of which the Intermediary is a participant, and CHESS Depositary Nominees Pty Ltd ("CDN").

Holders ("CDI Holders") of CHESS Depositary Interests ("CDIs") are Non-Registered Shareholders and should refer to the section entitled "CDI Holders May Give Instruction to CDN" in this Circular.

ADVICE TO NON-REGISTERED HOLDERS (OTHER THAN CDI HOLDERS)

In accordance with the requirements of NI 54-101, the Company has distributed copies of the Notice of Meeting, this Circular and form of proxy (collectively the "Meeting materials") to the Intermediaries and clearing agencies for onward distribution to Non-Registered Shareholders. The Company is relying on the notice-and-access delivery procedures outlined in NI 54-101 to distribute copies of the Meeting materials. Intermediaries are required to forward the Meeting materials to Non-Registered Shareholders unless the Non-Registered Shareholders have waived the right to receive them. Intermediaries often use service companies to forward the Meeting materials to Non-Registered Shareholders. The Company will pay the reasonable costs of Intermediaries to deliver copies of the Meeting materials to objecting Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting materials will either:

  1. be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a "voting instruction form"), which the Intermediary must follow. Typically, the voting instruction form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label with a bar-code and other information. In order for the form of proxy to validly constitute a voting instruction form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or
  2. be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Common Shares beneficially

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owned by the Non-Registered Shareholder but which is otherwise not completed by the Intermediary. Since the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with, Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Shareholder who receives either a voting instruction form or a form of proxy wish to attend the Meeting and vote in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the names of the persons named in the form of proxy and insert the Non-Registered Shareholder's (or such other person's) name in the blank space provided or, in the case of a voting instruction form, follow the directions indicated on the form. In either case, Non-RegisteredShareholders should carefully follow the instructions of their

Intermediaries and their service companies, including those regarding when and where the voting instruction form or the proxy is to be delivered.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the form of proxy accompanying this Circular are directors and/or officers of the Company. A Registered Shareholder has the right to appoint a person or company (who need not be a shareholder), other than the persons whose names appear in such form of proxy, to attend and act for and on behalf of such shareholder at the Meeting and at any postponement or adjournment thereof. Such right may be exercised by either striking out the names of the persons specified in the form of proxy and inserting the name of the person or company to be appointed in the blank space provided in the form of proxy, or by completing another proper form of proxy and, in either case, delivering the completed and executed proxy to, Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, in time for use at the Meeting in the manner specified in the Notice of Meeting.

A Registered Shareholder who has been given a proxy may revoke the proxy at any time prior to use: (a) by depositing an instrument in writing, including another completed form of proxy, executed by such Registered Shareholder or by his or her attorney authorized in writing or by electronic signature or, if the Registered Shareholder is a corporation, by an officer or attorney thereof properly authorized, either: (i) at the head office of the Company, 130 King Street West, Suite 3680, Box 99, Toronto, Ontario, M5X 1B1, at any time prior to 5:00 p.m. (Toronto time) on the last business day preceding the day of the Meeting or any postponement or adjournment thereof, (ii) with, Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, not later than 11:00 a.m. (Toronto time) on June 28, 2021 or any postponement or adjournment thereof, or

  1. with the chairman of the Meeting on the day of the Meeting or any postponement or adjournment thereof; (b) by transmitting, by telephone or electronic means, a revocation that complies with paragraphs (i), (ii) or (iii) above and that is signed by electronic signature, provided that the means of electronic signature permits a reliable determination that the document was created or communicated by or on behalf of such shareholder or by or on behalf of his or her attorney, as the case may be; or (c) in any other manner permitted by law including attending the Meeting in person.

A Non-Registered Shareholder who has submitted a proxy may revoke it by contacting the Intermediary through which the Non-Registered Shareholder's Common Shares are held and following the instructions of the Intermediary respecting the revocation of proxies.

EXERCISE OF DISCRETION BY PROXIES

Common Shares represented by an appropriate form of proxy will be voted or withheld from voting on any

Disclaimer

Laramide Resources Ltd. published this content on 19 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 May 2021 15:04:01 UTC.


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Financials
Sales 2020 - - -
Net income 2020 -5,40 M -4,22 M -4,22 M
Net Debt 2020 5,90 M 4,61 M 4,61 M
P/E ratio 2020 -11,0x
Yield 2020 -
Capitalization 168 M 131 M 131 M
EV / Sales 2019 -
EV / Sales 2020 -
Nbr of Employees 7
Free-Float 89,8%
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Mean consensus BUY
Number of Analysts 1
Last Close Price 0,80 CAD
Average target price 0,80 CAD
Spread / Average Target 0,00%
Managers and Directors
Marc Charles Henderson President, Chief Executive Officer & Director
Dennis G. Gibson Chief Financial Officer
John Geoffrey Booth Non-Executive Chairman
D. Scott Patterson Independent Director
Raffi Babikian Independent Director
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