MTO - Shareholder Business
NOTICE OF THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS
NOTICE IS HEREBY GIVEN that a general & special meeting (the “Meeting”) of the holders of common shares of Metanor Resources Inc. (the «Corporation ») will be held on December 17, 2013, at the Queen Elizabeth Hotel, located at 900 René Lévesque Blvd. W. Montreal (Quebec), at 10:30, for the following purposes:
1. To receive and consider the audited financial statements of the Corporation for the year ended June 30, 2013 and the report of the auditors thereon;
2. To elect the directors of the Corporation for the ensuing year;
3. To appoint Deloitte, s.e.n.c.r.l., as auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration;
4. To consider and, if deemed advisable, adopt with or without variation, an ordinary resolution to approve the Corporation’s Rolling Stock Option Plan, as more fully described in the accompanying Management Information Circular;
5. To approve and confirm By-Law 3, requiring advance notice for director nominations as more fully described in the accompanying Management Information Circular;
6. To approve and ratify the resolution to reconfirm and extend the shareholders' rights plan for a three year period, as approved by the Board of Directors of the Corporation on September 18, 2007, as described in the accompanying Management Information Circular;
7. To transact such other business as may properly come before the Meeting or any adjournment thereof.
The Management Information Circular attached hereto contains additional information regarding the matters to be considered at the Meeting, and is hereby deemed to be an integral part of this notice. Only the shareholders of record at the close of business on October 31, 2013 will receive a notice of the Meeting and will be entitled to vote, in person or by proxy, at the meeting.
The board of directors would like all shareholders to be present at the meeting. However, shareholders who are unable to attend the meeting in person are urged to complete the attached proxy form and return it to Computershare Investor Services Inc., or vote by telephone or using the internet as per the instructions provided in the Form of Proxy. Proxies to be used at the meeting must be returned to Computershare Investor Services Inc. before 17:00 on December 13, 2013.
SIGNED in Val d’Or, Quebec, on November 1, 2013
BY ORDER OF THE BOARD OF DIRECTORS
METANOR RESOURCES INC.
/s/ Serge Roy
Executive Chairman of the board of directors