Upset...just vote No to # 1-6NOTICE OF ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS
I am pleased to give you notice that the 2010 Annual and Special Meeting of Stockholders of Energizer Resources Inc. (the “Company”) will be held at the Board of Trade of Metro Toronto, First Canadian Place, 3 rd Floor, Toronto, Ontario, M5X 1C1 on December 16, 2010 at 10:30 a.m., local time for the following purposes:
1.
To elect eight directors of the Company, each to hold their offices until the next annual meeting of the Company’s stockholders or until their successors have been duly elected and qualified.
2.
To approve an increase of the Company’s authorized capital stock to 350,000,000 from 185,000,000, of which 340,000,000 will be deemed common shares and the remaining 10,000,000 will be deemed eligible to be divisible into classes, series and types as designated by the Board of Directors.
3.
To approve an amendment to the Company’s Amended and Restated 2006 Stock Option Plan to increase the authorized number of options for common shares of the Company authorized to be issued to 22,000,000 from 17,000,000.
4.
To approve a change to the Company’s Amended & Restated Bylaws, Article II - Meetings of Shareholders, Sections 2 & 3 reducing the required quorum for both a Regular and a Special General Meeting of Shareholders to ten percent of the shares outstanding from one-third of the shares outstanding.
5.
To ratify the appointment of MSCM LLP, Chartered Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2011.
6.
To transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on Monday November 8, 2010 as the record date for the annual and special meeting. Only holders of record of the Company’s common stock on the close of business on that date are entitled to notice of, and to vote at, the meeting.
Dated: October 27, 2010
/s/ J.A. Kirk McKinnon
J.A. Kirk McKinnon, Chairman and Chief Executive Officer