SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

GoGold Resources Inc. – ‘F-80’ on 1/23/14 – EX-3.8

On:  Thursday, 1/23/14, at 12:33pm ET   ·   Effective:  1/23/14   ·   Accession #:  1193125-14-18313   ·   File #:  333-193502

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/23/14  GoGold Resources Inc.             F-80        1/23/14   21:4.8M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: F-80        Registration Statement of a Canadian Issuer for     HTML    673K 
                          Securities to be Issued in an Exchange                 
                          Offer or Business Combination                          
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML     91K 
                          Liquidation or Succession                              
 3: EX-2.2      Plan of Acquisition, Reorganization, Arrangement,   HTML     70K 
                          Liquidation or Succession                              
 4: EX-2.3      Plan of Acquisition, Reorganization, Arrangement,   HTML     27K 
                          Liquidation or Succession                              
 5: EX-2.4      Plan of Acquisition, Reorganization, Arrangement,   HTML     19K 
                          Liquidation or Succession                              
 6: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML    257K 
 7: EX-3.2      Articles of Incorporation/Organization or By-Laws   HTML    272K 
 8: EX-3.3      Articles of Incorporation/Organization or By-Laws   HTML    127K 
 9: EX-3.4      Articles of Incorporation/Organization or By-Laws   HTML     21K 
10: EX-3.5      Articles of Incorporation/Organization or By-Laws   HTML     26K 
11: EX-3.6      Articles of Incorporation/Organization or By-Laws   HTML     27K 
12: EX-3.7      Articles of Incorporation/Organization or By-Laws   HTML     30K 
13: EX-3.8      Articles of Incorporation/Organization or By-Laws   HTML    327K 
14: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     11K 
15: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     10K 
16: EX-4.3      Instrument Defining the Rights of Security Holders  HTML      9K 
17: EX-4.4      Instrument Defining the Rights of Security Holders  HTML     14K 
18: EX-4.5      Instrument Defining the Rights of Security Holders  HTML     14K 
19: EX-4.6      Instrument Defining the Rights of Security Holders  HTML     11K 
20: EX-4.7      Instrument Defining the Rights of Security Holders  HTML     12K 
21: EX-4.8      Instrument Defining the Rights of Security Holders  HTML     12K 

Exhibit 3.8

GOGOLD RESOURCES INC.

Notice of Annual and Special Meeting of Shareholders

and

Management Information Circular

Meeting Date: March 26, 2013 at 5:30 p.m. (AST)

The Halifax Club, 1682 Hollis Street

Halifax, Nova Scotia, B3J 2R7

February 22, 2013

GOGOLD RESOURCES INC.

2000 Barrington Street, Suite 1301, Halifax, Nova Scotia B3J 3K1

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT:

The annual and special meeting (“Meeting”) of the shareholders (“Shareholders”) of GoGold Resources Inc. (“Corporation”) will be held at The Halifax Club, 1682 Hollis Street, Halifax, Nova Scotia on March 26, 2013 at 5:30 p.m. (AST) for the following purposes:

The specific details of the matters proposed to be put before the Meeting are set forth in the management information circular (“Circular”) accompanying and forming part of this notice of meeting.

Only Shareholders of record as of the close of business on February 19, 2013 are entitled to receive notice of the Meeting and to vote at the Meeting.

To assure your representation at the Meeting as a Registered Shareholder, please complete, sign, date and return the enclosed proxy, whether or not you plan to personally attend the Meeting. Sending your proxy will not prevent you from voting in person at the Meeting. All proxies completed by Registered Shareholders must be received by the Corporation’s transfer agent, Computershare Investor Services Inc., not later than March 22, 2013. A Registered Shareholder must return the completed proxy to Computershare Investor Services Inc., as follows:

Non-Registered Shareholders whose shares are registered in the name of an intermediary should carefully follow voting instructions provided by the intermediary. A more detailed description on returning proxies by Non-Registered Shareholders can be found on page 2 of the attached Circular.

If you receive more than one proxy or voting instruction form, as the case may be, for the Meeting, it is because your shares are registered in more than one name. To ensure that all of your shares are voted you should sign and return all proxies and voting instruction forms that you receive.

DATED at Halifax, in the Halifax Regional Municipality, Nova Scotia, as of the 22^nd day of February, 2013.

GOGOLD RESOURCES INC.

MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

- ii -

GOGOLD RESOURCES INC.

MANAGEMENT INFORMATION CIRCULAR (as at February 22, 2013, except as indicated)

INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING

THIS MANAGEMENT INFORMATION CIRCULAR (“CIRCULAR”) IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY OR ON BEHALF OF THE MANAGEMENT OF GOGOLD RESOURCES INC. (“Corporation”) for use at the annual and special meeting of the shareholders of the Corporation (“Shareholders”) to be held at the Halifax Club, 1682 Hollis Street, Halifax, Nova Scotia, B3J 2R7, on Tuesday, March 26, 2013 at 5:30 p.m. (AST) (“Meeting”), or at any adjournment thereof, for the purposes set forth in the accompanying notice of meeting (“Notice of Meeting”).

Solicitation of Proxies

Solicitation of proxies will be primarily by mail, but may also be by telephone or other means of communication by the directors, officers, employees or agents of the Corporation at nominal cost. All costs of solicitation will be paid by the Corporation. The Corporation will also pay the fees and costs of intermediaries for their services in transmitting proxy-related material in accordance with National Instrument 54-101, Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”).

Appointment and Revocation of Proxies

General

Shareholders of the Corporation may be “Registered Shareholders” or “Non-Registered Shareholders”. If common shares of the Corporation (“Common Shares”) are registered in the Shareholder’s name, they are said to be owned by a “Registered Shareholder”. If Common Shares are registered in the name of an intermediary and not registered in the Shareholder’s name, they are said to be owned by a “Non-Registered Shareholder”. An intermediary is usually a bank, trust company, securities dealer or broker, or a clearing agency in which an intermediary participates. The instructions provided below set forth the different procedures for voting Common Shares at the Meeting to be followed by Registered Shareholders and Non-Registered Shareholders.

The persons named in the enclosed instrument appointing proxy are officers and directors of the Corporation. Each Shareholder has the right to appoint a person or company (who need not be a Shareholder) to attend and act for him or her at the Meeting other than the persons designated in the enclosed form of proxy. Shareholders who have given a proxy also have the right to revoke it insofar as it has not been exercised. The right to appoint an alternate proxyholder and the right to revoke a proxy may be exercised by following the procedures set out below under “Registered Shareholders” or “Non-Registered Shareholders”, as applicable.

If any Shareholder receives more than one (1) proxy or voting instruction form, it is because that Shareholder’s shares are registered in more than one name. In such cases, Shareholders should sign and submit all proxies or voting instruction forms received by them in accordance with the instructions provided.

Registered Shareholders

Registered Shareholders have two (2) methods by which they can vote their Common Shares at the Meeting, namely in person or by proxy. To assure representation at the Meeting, Registered Shareholders are encouraged to return the proxy included with this Circular. Sending in a proxy will not prevent a Registered Shareholder from voting in person at the Meeting. The vote will be taken and counted at the Meeting. Registered Shareholders who do not plan to attend the Meeting or who do not wish to vote in person can vote by proxy.

2

Proxies must be received by the Corporation’s transfer agent, Computershare Investor Services Inc. (“Computershare”), not later than March 22, 2013. A Registered Shareholder must return the completed proxy to Computershare Investor Services Inc., as follows:

To exercise the right to appoint a person or company to attend and act for a Registered Shareholder at the Meeting, such Shareholder must strike out the names of the persons designated on the enclosed instrument appointing a proxy and insert the name of the alternate appointee in the blank space provided for that purpose.

To exercise the right to revoke a proxy, in addition to any other manner permitted by law, a Shareholder who has given a proxy may revoke it by instrument in writing, executed by the Shareholder or his or her attorney authorized in writing, or if the Shareholder is a corporation, by a duly authorized officer or attorney thereof, and deposited: (i) at the registered office of the Corporation, c/o JessomeLaw, Suite 2108, 1969 Upper Water Street, Halifax, Nova Scotia, at any time up to and including the last business day preceding the Meeting at which the proxy is to be used, or at any adjournment thereof, or (ii) with the chairman of the Meeting on the date of the Meeting, or at any adjournment thereof, and upon either of such deposits the proxy is revoked.

Non-Registered Shareholders

Non-Registered Shareholders who have not objected to their intermediary disclosing certain ownership information about themselves to the Corporation are referred to as “NOBOs”. Non-Registered Shareholders who have objected to their intermediary disclosing the ownership information about themselves to the Corporation are referred to as “OBOs”.

In accordance with the requirements of NI 54-101, the Corporation is sending the Notice of Meeting, this Circular, and either the voting instructions form (“VIF”) or the form of proxy, as applicable, (collectively, the “Meeting Materials”) directly to the NOBOs and indirectly, through intermediaries, to the OBOs. The Corporation will also pay the fees and costs of intermediaries for their services in delivering Meeting Materials to OBOs in accordance with NI 54-101.

Meeting Materials Received by OBOs from Intermediaries

The Corporation has distributed copies of the Meeting Materials to intermediaries for distribution to OBOs. Intermediaries are required to deliver these materials to all OBOs of the Corporation who have not waived their rights to receive these materials, and to seek instructions as to how to vote the Common Shares. Often, intermediaries will use a service company (such as Broadridge Financial Solutions, Inc.) to forward the Meeting Materials to OBOs.

OBOs who receive Meeting Materials will typically be given the ability to provide voting instructions in one of two ways:

3

The purpose of these procedures is to allow OBOs to direct the proxy voting of the Common Shares that they own but that are not registered in their name. Should an OBO who receives either a form of proxy or a VIF wish to attend and vote at the Meeting in person (or have another person attend and vote on his or her behalf), the OBO should strike out the persons named in the form of proxy as the proxy holder and insert the OBO’s (or such other person’s) name in the blank space provided or, in the case of a VIF, follow the instructions provided by the intermediary. In either case, OBOs who received Meeting Materials from their intermediary should carefully follow the instructions provided by the intermediary.

To exercise the right to revoke a proxy, an OBO who has completed a proxy (or a VIF, as applicable) should carefully follow the instructions provided by the intermediary.

Proxies returned by intermediaries as “non-votes” because the intermediary has not received instructions from the OBO with respect to the voting of certain shares or, under applicable stock exchange or other rules, the intermediary does not have the discretion to vote those shares on one or more of the matters that come before the Meeting, will be treated as not entitled to vote on any such matter and will not be counted as having been voted in respect of any such matter. Common Shares represented by such “non-votes” will, however, be counted in determining whether there is a quorum.

Meeting Materials Received by NOBOs from the Corporation

As permitted under NI 54-101, the Corporation has used a NOBO list to send the Meeting Materials directly to the NOBOs whose names appear on that list. If you are a NOBO and the Corporation’s transfer agent, Computershare, has sent these materials directly to you, your name and address and information about your holdings of Common Shares of the Corporation have been obtained from the intermediary holding such shares on your behalf in accordance with applicable securities regulatory requirements.

As a result, any NOBO of the Corporation can expect to receive a scannable VIF from Computershare. Please complete and return the VIF to Computershare in the envelope provided. Computershare will tabulate the results of the VIFs received from the Corporation’s NOBOs and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by the VIF’s received by Computershare.

By choosing to send these materials to you directly, the Corporation (and not the intermediary holding Common Shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. The intermediary holding Common Shares on your behalf has appointed you as the proxyholder of such Common Shares, and therefore you can provide your voting instructions by completing the proxy included with this Circular in the same way as a Registered Shareholder. Please refer to the information under the heading “Registered Shareholders” for a description of the procedure to return a proxy, your right to appoint another person or company as your proxy to attend the Meeting, and your right to revoke the proxy.

Although a Non-Registered Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his or her broker, a Non-Registered Shareholder may attend the Meeting as proxyholder for the Registered Shareholder and vote the Common Shares in that capacity. Non-Registered Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the Registered Shareholder should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

Notice-and-Access

The Corporation is not sending the Meeting Materials to Registered Shareholders or Non-Registered Shareholders using notice-and-access delivery procedures defined under NI 54-101 and National Instrument 51-102, Continuous Disclosure Obligations.

Exercise of Proxies

Where a choice is specified, the Common Shares represented by proxy will be voted for, withheld from voting or voted against, as directed, on any poll or ballot that may be called. Where no choice is specified, the proxy will confer discretionary authority and will be voted in favour of all matters referred to on the form of proxy. The proxy also confers discretionary authority to vote for, withhold from voting, or vote against amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters not specifically mentioned in the Notice of Meeting but which may properly come before the Meeting.

4

Management has no present knowledge of any amendments or variations to matters identified in the Notice of Meeting or any business that will be presented at the Meeting other than that referred to in the Notice of Meeting. However, if any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed instrument appointing proxy to vote in accordance with the recommendations of management of the Corporation.

Voting Shares

The authorized capital of the Corporation consists of an unlimited number of Common Shares, of which 128,288,331 are issued and outstanding as of the date hereof.

The board of directors of the Corporation (the “Board” or “Board of Directors”) has fixed the record date for the Meeting as the close of business on February 19, 2013 (the “Record Date”). Only Shareholders of record as of the close of business on the Record Date will be entitled to vote at the Meeting. Shareholders entitled to vote shall have one (1) vote each on a show of hands and one (1) vote per Common Share on a poll.

Quorum

Two persons present in person or by proxy and each entitled to vote at a meeting of Shareholders shall constitute a quorum for the transaction of business at the Meeting.

Principal Shareholders

As of the date of this Circular, to the knowledge of the directors and executive officers of the Corporation, no one shareholder owns, or exercises control or direction over, directly or indirectly, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Corporation, except the following:

Notes:

BUSINESS TO BE TRANSACTED AT THE MEETING

Financial Statements

The financial statements of the Corporation, the Auditor’s report thereon and management’s discussion and analysis for the fiscal year ended September 30, 2012, which were mailed to Shareholders and filed on SEDAR at www.sedar.com, will be presented to the Shareholders at the Meeting.

5

Election of Directors

The Articles of the Corporation provide that the size of the Board must consist of not less than one (1) director and not more than ten (10) directors. There are currently four (4) directors.

The persons named in the table that follows are, with the exception of Dana Hatfield, the current directors of the Corporation. All proposed nominees have confirmed their willingness to serve as directors if elected and are, in the opinion of management, well-qualified to direct the Corporation’s activities for the ensuing year. The term of office of each director elected will be until the next annual meeting of the Shareholders or until the position is otherwise vacated.

Unless the proxy specifically instructs the proxyholder to withhold such vote, Common Shares represented by the proxies hereby solicited shall be voted for the election of the nominees whose names are set forth below. Management does not contemplate that any of these proposed nominees will be unable to serve as a director of the Corporation, but if that should occur for any reason prior to the Meeting, the persons designated in the enclosed instrument appointing proxy will have the right to use their discretion in voting for a properly qualified substitute.

6

Notes:

7

Majority Voting Policy

The Corporation adopted a majority voting policy on February 22, 2013 (the “Policy”). The Policy requires that any nominee for director who receives a greater number of votes “withheld” than “for” his or her election shall promptly tender his or her resignation to the Chairman of the Board following the meeting. This policy applies only to uncontested elections, meaning elections where the number of nominees for director is equal to the number of directors to be elected.

The Corporate Governance Committee shall consider the resignation in accordance with the Policy and recommend to the Board whether or not it should be accepted. Resignations shall be expected to be accepted except in situations where extenuating circumstances would warrant the applicable director to continue to serve as a member of the Board. The Board of Directors shall disclose its election decision, via press release, within 90 days of the applicable meeting of Shareholders. If a resignation is accepted, the Board of Directors may appoint a new director to fill any vacancy created by resignation, subject to the amendment of the articles of the Corporation described in this Circular. A copy of the Policy is attached to this Circular as Schedule “A”.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as set forth below, no proposed director of the Corporation:

Terry Coughlan was a director of ScoZinc Limited (“ScoZinc”) from December 2006 to December 2008. ScoZinc was subject to an order of the Supreme Court of Nova Scotia (“Court”) with respect to a proceeding under the Companies’ Creditors Arrangement Act dated December 22, 2008. ScoZinc’s plan of arrangement (“ScoZinc Plan”) was accepted at a meeting of its creditors held on May 21, 2009 and was ratified by the Court on May 21, 2009. The conditions precedent to the implementation of the ScoZinc Plan have all been met or waived and all affected creditors have been paid in accordance with the terms of the ScoZinc Plan. The implementation of the ScoZinc Plan has been discharged.

No proposed director is, as at the date of this Circular, or was within ten years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that:

8

nor has any proposed director been subject to:

For the purposes of the foregoing, an “Order” means a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation and, in each case, that was in effect for a period of more than 30 consecutive days.

Appointment of Auditor

KPMG LLP, Chartered Accountants of Halifax, Nova Scotia (“KPMG”) has been the Auditor of the Corporation since its incorporation on January 18, 2008. The Corporation has determined to propose to the Shareholders the re-appointment of KPMG as Auditor of the Corporation.

The Audit Committee of the Corporation and the Board recommend to the Shareholders the re-appointment of KPMG as Auditor of the Corporation. The Shareholders will be asked at the Meeting to vote for the appointment of KPMG as Auditor of the Corporation to hold office until the next annual meeting of Shareholders, at a remuneration to be fixed by the Board.

It is intended that all proxies received will be voted in favour of the appointment of KPMG as Auditor of the Corporation, unless a proxy contains instructions to withhold the same from voting. Greater than 50% of the votes of Shareholders present in person or by proxy are required to approve the appointment of KPMG as Auditor of the Corporation.

Approval of Amended and Restated Incentive Stock Option Plan

Introduction

At the annual and special meeting of Shareholders on March 26, 2012, the Shareholders approved a 10% “rolling” incentive stock option plan, as amended. In connection with the Corporation’s graduation from the TSX Venture Exchange (“TSX-V”) and the listing of the Common Shares on the Toronto Stock Exchange (“TSX”) as of January 22, 2013, the Corporation wishes to adopt an amended and restated incentive stock option plan (the “Plan”) for the Corporation which satisfies the rules and policies of the TSX, in the form attached to this Circular as Appendix 1 to Schedule “B”.

The purpose of the Plan is to attract and retain employees, officers and directors and to motivate them to advance the interests of the Corporation by affording them the opportunity to acquire an equity interest in the Corporation through options granted under the Plan to purchase Common Shares. The Plan is expected to benefit the Shareholders by enabling the Corporation to attract and retain personnel of the highest caliber by offering to them an opportunity to share in any increase in the value of the Common Shares to which they have contributed.

The following information is intended as a summary of the Plan, and is qualified in its entirety by reference to the Plan itself, which is attached to this Circular as Appendix 1 to Schedule “B”. Upon request, the Corporation will provide a copy of the Plan free of charge to any Shareholder. To request a copy of the Plan, Shareholders should contact Daniel Whittaker, Corporate Secretary, at 2000 Barrington Street, Suite 1301, Halifax, Nova Scotia, B3J 3K1.

“Rolling” Maximum Reserve

The Plan provides that the number of Common Shares reserved for issuance upon the exercise of options is a rolling maximum number that shall not be greater than 10% of the issued and outstanding Common Shares at any point in time on a non-diluted basis.

9

Other Terms

The Plan authorizes the Board (or a committee of the Board if so authorized by the Board), to grant options in favour of “Eligible Persons”. Eligible Persons are directors, officers, employees, consultants, management company employees or any other service providers of the Corporation or related entities. The aggregate number of Common Shares issued to insiders of the Corporation within any one-year period under the Plan, together with any other security based compensation arrangement cannot exceed 10% of the outstanding Common Shares. In addition, the aggregate number of Common Shares issuable to insiders of the Corporation at any time under the Plan together with any other security based compensation arrangement cannot exceed 10% of the outstanding Common Shares.

The number of Common Shares, the exercise price, the vesting period and any other terms and conditions of options granted pursuant to the Plan are determined by the Board, subject to the express provisions of the Plan.

Unless otherwise specified by the Board at the time an option is granted under the Plan:

If before the expiry of the option, the optionee ceases to be an Eligible Person for any reason other than the death of the Eligible Person or termination by the Corporation for cause, the option will terminate within 90 days of the date the optionee ceases to be an Eligible Person. In the event of the death of the optionee, the option continues to be exercisable for a period up to twelve months from the date of such event. If the optionee ceases to be an Eligible Person by reason of termination by the Corporation for cause, the option will terminate immediately upon the optionee ceasing to be an Eligible Person. Despite the foregoing, if an optionee who ceased to be an Eligible Person again becomes an Eligible Person before the expiration of the applicable period referred to above, if any, any of the optionee’s unexercised options will continue to be exercisable under the same terms and conditions as though the optionee had never ceased to be an Eligible Person.

In the event an offer is made for the Common Shares which would result in the offeror exercising control of the Corporation within the meaning of applicable securities laws, any options then outstanding may be exercised so as to allow the optionee to tender the Common Shares received upon such an exercise to the offer; provided however, if the offer is not completed, the Common Shares received upon such exercise are not tendered pursuant to the offer or the Common Shares tendered to the offeror are not taken up and paid for by the offeror, then such Common Shares must be returned to the Corporation by the optionee and the terms of the options applicable prior to the offer will again apply to the options. In addition, all options granted under the Plan will vest immediately upon the occurrence of a change of control as defined in the Plan.

Options granted under the Plan may include (subject to regulatory compliance) a stock appreciation right. The provisions of the Plan respecting the exercise of options similarly apply to stock appreciation rights granted thereunder. In the event that an optionee holding stock appreciation rights elects to exercise such rights, the options with respect to which those rights are exercised will be surrendered to the Corporation. The Corporation will then issue to the optionee Common Shares having an aggregate value that equals the difference between the option price and the value of a Common Share, multiplied by the number of options for which stock appreciation rights have been exercised. The value of a Common Share for these purposes will be determined as the volume weighted average trading price of a Common Share on the TSX for the five trading days immediately preceding the date the notice specifying the exercise of the stock appreciation right is received by the Corporation.

10

The Plan contains a formal amendment procedure which sets forth a list of amendments that can be made to the Plan by the Board without requiring the approval of Shareholders unless specifically required by the TSX. These amendments include, without limitation: (a) altering, extending or accelerating option vesting terms and conditions; (b) extending the term of options not held by insiders of the Corporation; (c) accelerating the expiry date of an option; (d) determining adjustments pursuant to the provisions of the Plan concerning corporate changes; (e) amending the definitions contained in the Plan; (f) amending or modifying the mechanics of exercising options; (h) amending provisions relating to the administration of the Plan; (i) making “housekeeping” amendments, such as those necessary to cure errors or ambiguities contained in the Plan; (j) effecting amendments necessary to comply with the provisions of applicable laws; and (k) suspending or terminating the Plan.

The Plan also specifically provides that the following amendments, among others, require shareholder approval: (a) increasing the number of Common Shares issuable under the Plan, except by operation of the “rolling” maximum reserve or an adjustment pursuant to the provisions of the Plan; (b) any amendment which could result in the aggregate number of Common Shares issued to insiders of the Corporation within any one-year period or issuable to insiders of the Corporation at any time under the Plan, together with any other security based compensation arrangement, exceeding 10% of the issued and outstanding Common Shares; (c) extending the term of an option held by an insider of the Corporation; (d) reducing the option price of an option held by an insider of the Corporation; (e) amending the formal amendment procedures; and (f) making any amendments required to be approved by the Shareholders under applicable law.

Options granted under the Plan are non-transferable and non-assignable.

Existing Stock Options

As of the date hereof:

See “Securities Authorized for Issuance Under Equity Compensation Plan” for additional information with respect to the options outstanding as of September 30, 2012.

Approval of the Plan

In accordance with the requirements of the TSX, at the Meeting, Shareholders will be asked to ratify, confirm and approve the Plan in substantially the same form attached as Appendix 1 to Schedule “B” to this Circular. The full text of the proposed form of resolution is set out in Schedule “B” to this Circular.

Pursuant to the rules of the TSX, unallocated options under the Plan require approval by the Shareholders every three years.

The directors of the Corporation believe the Plan is in the Corporation’s best interest and recommend that the Shareholders approve the Plan. It is intended that all proxies received will be voted in favour of approving the Plan, unless a proxy contains instructions to vote against the resolution. Greater than 50% of the votes of Shareholders present in person or by proxy are required to approve the Plan.

11

Amendment of Articles – Additional Directors

Pursuant to the Canada Business Corporations Act (“CBCA”), the Corporation’s governing corporate legislation, the directors of a corporation may, if the articles of the corporation so provide, appoint one or more additional directors, who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders of such corporation, provided that the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders. The Board believes that it is in the best interests of the Corporation to amend the articles of the Corporation to allow the Board to appoint directors to hold office for a term expiring not later than the close of the next annual meeting of Shareholders in accordance with the CBCA.

At the Meeting, Shareholders will be asked to approve a special resolution approving an amendment to the articles of the Corporation to permit the Board to appoint directors to hold office for a term expiring not later than the close of the next annual meeting of Shareholders in accordance with the CBCA. The full text of the proposed form of resolution is set out in Schedule “C” to this Circular.

It is intended that all proxies received will be voted in favour of the amendment to the articles of the Corporation, unless a proxy contains instructions to vote against the resolution. Not less than two-thirds of the votes of Shareholders present in person or by proxy are required to approve the amendment to the articles of the Corporation.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No person who has been a director or executive officer of the Corporation since October 1, 2011 nor any proposed nominee for election as a director, nor any associate of the foregoing, has any material interest, direct or indirect, by way of beneficial ownership of securities of the Corporation or otherwise, in matters to be acted upon at the Meeting other than (i) the election of directors; and (ii) as directors and officers they are eligible to receive grants of options under the Plan.

EXECUTIVE COMPENSATION

Named Executive Officers

Applicable securities regulations require that the Corporation give details of the compensation paid to the Corporation’s “named executive officers” who are defined as follows:

During the most recently completed financial year of the Corporation, the Corporation had three named executive officers (collectively, the “Named Executives”); namely, the president and chief executive officer (“CEO”), the chief financial officer (“CFO”) and the Chief Operating Officer (“COO”). The CEO and the COO earned more than $150,000 during the financial year ended September 30, 2012.

12

Currency

All references to “$” or “dollars” set forth in this Circular are in Canadian dollars, except where otherwise indicated.

Objectives of the Corporation’s Compensation Strategy

The general objectives of the Corporation’s compensation strategy are:

The Corporation’s compensation packages have been designed to provide a blend of non-cash stock option component and a reasonable cash compensation and benefits component based on industry comparable with companies at similar levels of development, while promoting the creation of value for the Shareholders and rewarding individual and team efforts for meeting performance goals an objectives.

Elements of Compensation

The Corporation’s executive compensation program is comprised of three components: (1) base cash compensation or consulting fees; (2) non-cash option-based awards; (3) benefits; and (4) cash based bonus awards. Each element of compensation is described in more detail below.

Base Cash Compensation or Consulting Fees

The fee for the Corporation’s executives is determined based on industry comparables which reflect the responsibilities inherent in their respective positions as well as their experience within the industry. Individual circumstances are also taken into consideration including the individual’s relevant competencies or experience and retention risk. The financial performance of the Corporation is also a factor, as is the individual performance of the executives.

The Named Executives have contracts with the Corporation through companies they control. The Corporation pays these companies consulting fees as compensation for services provided. These amounts are included under “All other compensation” in the table which follows. For more information on these contracts, see “Executive Compensation – Contracts” and “Executive Compensation – Termination and Change of Control Benefits”.

Non-Cash Option-Based Awards

Incentive stock options pursuant to the Plan are generally awarded to executives, including the Named Executives, at the commencement of employment and periodically thereafter. At the time of commencement of employment, option-based awards generally reflect industry comparables with companies at similar levels of development. During employment, options are granted to reward Named Executives for their current performance, expected future performance and value to the Corporation, and taking into account that number of options already held by the Named Executive and others.

13

All grants of stock options to the Named Executives are reviewed and approved by the Compensation Committee and the Board. The process is initiated by management recommending a grant of option-based awards to the Compensation Committee. The Compensation Committee reviews these recommendations and, if they are approved, recommends them to the Board. In evaluating option grants to the Named Executives, the Compensation Committee and the Board evaluate a number of factors including, but not limited to: (i) the number of options already held by such Named Executive; (ii) a fair balance between the number of options held by the Named Executive concerned and the other executives of the Corporation, in light of their responsibilities and objectives; and (iii) the value of the options as a component in the Named Executive’s overall compensation package.

See “Business to be Transacted at the Meeting – Approval of Amended and Restated Incentive Stock Option Plan” for more information on the Plan, including the mechanisms for amending the Plan.

There were a total of 325,000 options granted to Named Executives in 2012.

Benefits

Employees of the Corporation, including Named Executives, are entitled to participate in a corporate benefits program, including medical, dental, disability and life insurance in line with organizations of a similar size.

Cash Based Bonus Awards

Employees and consultants of the Corporation, including Named Executives, are entitled to participate in a bonus program dependent on Compensation Committee and Board approval. Cash awards are dependent on individual and corporate performance measured against goals and objectives and in consideration of the overall compensation package, and are granted in the discretion of the Compensation Committee and the Board. Goals and objectives considered in determining whether to award a cash bonus may include operational, corporate and financial achievements and the overall performance of the Named Executive. Bonus payments equal to one month’s cash compensation were made to the CEO and the CFO in the year ending September 30, 2012, which in the aggregate amounted to $23,000, to reflect the achievements of, and progress made, by the Corporation and the CEO and CFO during the 2012 financial year.

Compensation Committee

The Corporation has established a Compensation Committee, which is responsible for determining the compensation of the Corporation’s directors and executive officers. See “Corporate Governance – Compensation Committee” for more information on the composition and role of the Compensation Committee. Each member of the Compensation Committee has direct experience relevant to his responsibilities in relation to executive compensation, including experience resulting from compensation committee involvement or executive or board experience with other companies. See “Business to be Transacted at the Meeting – Election of Directors” for a summary of the skills and experience of the members of the Compensation Committee.

Use of Financial Instruments

The Corporation does not have in place policies which restrict the ability of directors or Named Executives to purchase financial instruments, such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by a director or Named Executive. Any such purchases would be subject to applicable insider reporting requirements.

Risk Assessment

The Compensation Committee has reviewed the Corporation’s compensation policies and practices and has considered whether there are any potential risks associated with those policies and practices. As a result of such review, the Compensation Committee has determined that the Corporation’s compensation policies and practices do not give rise to any risks that are reasonably likely to have a material adverse effect on the Corporation. The Compensation Committee will continue to monitor the Corporation’s compensation policies and practices on a regular basis to ensure that potential risks associated therewith are identified and that the appropriate steps are taken to properly manage and mitigate such risks.

14

Summary Compensation Table

The following table sets forth information regarding compensation paid to the Named Executives for the Corporation’s three (3) most recently completed financial years.

Notes:

Each of the Named Executives has a consulting contract in place with the Corporation which are more fully disclosed below in “Contracts” and “Termination and Change of Control Benefits” below.

15

Incentive Plan Awards

Outstanding Option-Based Awards and Share-Based Awards

The following table presents details of all outstanding option-based awards and share-based awards to the Named Executives as at September 30, 2012. The value of unexercised in-the-money options at financial year end is the difference between the closing price of the Common Shares on the TSX-V on September 30, 2012, which was $1.50 per Common Share, and the exercise price of the options.

Notes:

Incentive Plan Awards – Value Vested or Earned During 2012

For more information on the Plan, see “Business to be Transacted at the Meeting – Approval of Amended and Restated Incentive Stock Option Plan”.

Contracts

The Corporation has contracts with companies owned by its CEO, EVP and COO for provision of executive management services.

Termination and Change of Control Benefits

On October 5, 2012, the Corporation entered into a contract with 2501023 NS Limited (“2501023”) with effect from October 1, 2012. Under the terms of the agreement, Mr. Terry Coughlan will provide management services in the capacity of Chairman, President and Chief Executive Officer for the sum of $15,000 per month plus HST. If a change of control takes place, the contract may be terminated by either the Corporation or 2501023 and 2501023 will be entitled to a payment of 24 months of its compensation provided the market capitalization of the Corporation is in excess of $10 million. If not, 2501023 is entitled to a lump sum payment equal to 12 months of its compensation. The contract may be terminated without cause and 2501023 would be entitled to receive an immediate lump sum payment equivalent to 3 months of the base compensation plus two months for every year served with the Corporation. Assuming that this contract had been in place and a change in control occurred on September 28, 2012, the last business day in the Corporation’s most recently completed financial year, 2501023 would have been entitled to a lump sum payment equal to $312,000 (being 24 multiplied by monthly fee of $13,000). The contract entered into with 2501023 on October 5, 2012 replaces a prior contract, also with 2501023 which expired on September 30, 2012. Under the prior contract, 2501023 would have been entitled to a payment equal to $312,000 if the contract had been terminated without cause on September 28, 2012. Under the current contract, assuming the contract was terminated without cause on October 1, 2012, 2501023 would be entitled to a payment equal to $104,000.

16

On October 4, 2012, the Corporation entered into a contract with Endurance Consulting (“Endurance”) with effect from October 1, 2012. This contract replaced the contract between Whitko Consulting Limited (“Whitko”) and the Corporation which expired September 30, 2012. Under the terms of the agreement, Mr. Daniel Whittaker will provide management services in the Executive Vice President and Chief Administrative Officer capacity for the sum of $12,500 per month plus HST. If a change of control takes place, the contract may be terminated by either the Corporation or Endurance and Endurance will be entitled to a payment of 24 months of its compensation provided the market capitalization of the Corporation is in excess of $10 million. If not, Endurance is entitled to a lump sum payment equal to 12 months of its compensation. The contract can be terminated without cause and Endurance would be entitled to receive an immediate lump sum payment equivalent to 3 months of the base fee plus two months for every year served with the Corporation. Assuming that this contract had been in place and a change in control occurred on September 28, 2012, the last business day in the Corporation’s most recently completed financial year, Whitko would have been entitled to a lump sum payment of $262,000. Under the expired Whitko contract, if the contract had been terminated without cause on September 28, 2012, Whitko would have been entitled to a payment of $262,000. Under the new Endurance contract, and assuming Endurance was terminated without cause on October 1, 2012, Endurance would be entitled to a payment of $80,000.

On August 20, 2012, the Corporation entered into a contract with Mr. Robert Harris with effect from August 1, 2012. Under the terms of the agreement, Mr. Harris will provide management services as COO for the sum of $12,500 per month plus HST and a 5% administrative and overhead charge added. If a change of control takes place, the contract may be terminated by either the Corporation or Mr. Harris and Mr. Harris will be entitled to a payment of 12 months of its compensation. The contract can be terminated without cause and Mr. Harris would be entitled to receive an immediate lump sum payment equivalent to 3 months compensation. Assuming a change in control occurred on September 28, 2012, the last business day in the Corporation’s most recently completed financial year, Harris would have been entitled to a lump sum payment of $157,500. In addition, assuming Harris was terminated without cause on September 28, 2012, Harris would have been entitled to a payment of $39,375.

On October 9, 2012, the Corporation entered into a contract with 3266334 Nova Scotia Ltd. (“3266334”), a company controlled by Mr. Dana Hatfield with effect from October 1, 2012. Under the terms of the agreement, Mr. Hatfield will provide management services as CFO for the sum of $15,000 per month plus HST. If a change of control takes place, the contract may be terminated by either the Corporation or 3266334 and 3266334 will be entitled to a payment of 6 months compensation. The contract can be terminated without cause and 3266334 would be entitled to receive an immediate lump sum payment equivalent to 3 months compensation plus 2 months compensation for every year of service to the Corporation. Assuming a change in control occurred on September 28, 2012, the last business day in the Corporation’s most recently completed financial year, 3266334 would not have been entitled to a lump sum payment. In addition, assuming 3266334 was terminated without cause on September 28, 2012, 3266334 would not have been entitled to a payment.

Board Compensation

The following table sets forth amounts of compensation provided to members of the Board, other than Named Executives, during the financial year ended September 30, 2012:

17

The Corporation provides its directors with stock options pursuant to the Plan. Directors are entitled to be reimbursed for travel and other out-of-pocket expenses incurred for attendance at directors’ meetings, but are not compensated for travel time in connection with attendance at the board meetings.

The following table presents details of all outstanding option-based awards and share-based awards to members of the Board, other than Named Executives, as at September 30, 2012. The value of the unexercised in-the-money options as at September 30, 2012 has been determined based on the excess of the closing price of the Common Shares on the TSX-V as of September 30, 2012, being $1.50, over the exercise price of such options.

For more information on the Plan, see “Business to be Transacted at the Meeting – Approval of Amended and Restated Incentive Stock Option Plan”.

Performance Graph

The following graph compares the total cumulative Shareholder return on $100 invested in Common Shares with the cumulative total return of the S&P/TSX Composite Index for the period from February 12, 2010, the date the Common Shares began trading on the TSX-V, until September 30, 2012.

18

The trend in total cumulative return on an investment in the Common Shares generally reflects the upward trend in the compensation of the Corporation’s executive officers over the same period. However, as noted above, a number of factors and performance elements are taken into account when determining compensation for the Named Executives. Although total cumulative shareholder return is one performance measure that is reviewed, it is not a significant consideration in executive compensation deliberations. As a result, a direct correlation between total cumulative Shareholder return over a given period and executive compensation levels is not anticipated.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information as of September 30, 2012 with regard to outstanding options exercisable into Common Shares under the Plan as well as outstanding warrants exercisable into Common Shares under individual compensation arrangements.

Notes:

Stock Option Plan

The Plan is a 10% “rolling” stock option plan in accordance with the rules of the TSX. See “Business to be Transacted at the Meeting – Approval of Amended and Restated Incentive Stock Option Plan” for more information on the Plan.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No current or former directors, executive officers or employees of the Corporation, or associates or affiliates of any of these persons, have been indebted to the Corporation or its subsidiaries at any time since October 1, 2011, being the beginning of the Corporation’s last financial year, other than “Routine Indebtedness” as that term is defined in applicable securities legislation.

19

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as described below, none of the current or proposed directors, executive officers or principal shareholders of the Corporation, or associates or affiliates of any of these persons, had any material interest, direct or indirect, in any transaction since October 1, 2011, being the beginning of the Corporation’s last financial year, or in any proposed transaction which, in either case, has materially affected or would materially affect the Corporation or its subsidiaries.

As of the date of this Circular, Fred George of Bedford, Nova Scotia holds, to the knowledge of the Corporation, an aggregate of 23,576,050 Common Shares, or approximately 18.4% of the issued and outstanding Common Shares.

Durango Capital Inc. (a company controlled by Mr. George) received a finder’s fee in the form of 170,000 finder’s warrants, exercisable at a price of $1.25 per Common Share and expiring December 23, 2014, and a cash payment of $157,500 in connection with a private placement completed on December 23, 2011.

On July 27, 2012, the Corporation completed the acquisition of all of the issued and outstanding common shares of Absolute Gold Holdings Incorporated (“Absolute Shares”) pursuant to a plan of arrangement under the CBCA (the “Acquisition”). At the time of the Acquisition, Mr. George held 23,405,000 Absolute Shares, or approximately 28.2% of the issued and outstanding Absolute Shares, and accordingly received 18,958,050 Common Shares in connection with the Acquisition. In addition, Nali George, an associate of Mr. George, received 6,075,000 Common Shares in connection with the Acquisition.

MANAGEMENT CONTRACTS

At any time since the start of the Corporation’s most recently completed financial year, no management functions of the Corporation were to any substantial degree performed by a person or company other than the directors or executive officers (or private companies controlled by them, either directly or indirectly) of the Corporation.

CORPORATE GOVERNANCE

The Corporation is required to include disclosure of its corporate governance practices in this Circular in accordance with National Instrument 58-101, Disclosure of Corporate Governance Practices (“NI 58-101”), which has been adopted by the securities commissions or similar regulatory authorities across Canada (“Canadian Securities Administrators”).

The Board endorses the efforts of the Canadian Securities Administrators in continuing the evolution of good corporate governance practices. The Board is committed to adhering to the highest standards in all aspects of its activities.

The corporate governance practices described below are subject to change as the Corporation evolves. Some of its practices are representative of its junior size; however, the Corporation has undertaken to periodically monitor and refine such practices as the size and scope of its operations increase. The Board shall remain sensitive to corporate governance issues and shall continuously seek to set up the necessary measures, control mechanisms and structures to ensure an effective discharge of its responsibilities without creating additional undue overhead costs and reducing the return on shareholders’ equity.

Board of Directors

The Board is currently comprised of four (4) directors and is proposed to be comprised of five (5) directors following the election of directors at the Meeting, a majority of whom are and will be “independent” within the meaning of National Instrument 52-110, Audit Committees (“NI 52-110”). See “Business to be Transacted at the Meeting – Election of Directors” for more information on the proposed directors. Directors are considered to be independent if they have no direct or indirect material relationship with the Corporation. A “material relationship” is a relationship which could, in the view of the Corporation’s board of directors, be reasonably expected to interfere with the exercise of the directors’ independent judgment. In addition, certain individuals, by definition, are deemed to have a “material relationship” with the Corporation and therefore are deemed not to be independent.

20

Phillip Gaunce, George Waye and Terry Cooper are considered independent of the Corporation. Terry Coughlan and Dana Hatfield, a proposed director, are not considered independent, for the following reasons:

The Chairman of the Board, Terry Coughlan, is not an independent director. While the independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance, the independent directors do speak to each other on a frequent and informal basis regarding the business of the Corporation prior to regularly scheduled meetings of the Board. Having considered the current size of the Corporation and the Board, the majority of independent directors on the Board and the experience of the independent directors with other reporting issuers, the Board believes that these informal discussions provide sufficient leadership for the independent directors. The independent directors plan to commence separate meetings during fiscal year 2013.

Directorships

The following current directors of the Corporation are presently serving as directors of other reporting issuers:

There were five (5) formal Board meetings since the beginning of the Corporation’s most recently completed financial year. The attendance record of each director at such meetings is as follows:

Notes:

In addition, certain of the decisions of the Board of Directors since the beginning of the Corporation’s most recently completed financial year were passed by way of written consent following informal discussions among the directors and management.

Board Mandate

The Board of Directors is responsible for the stewardship of the Corporation through the supervision of the business and management of the Corporation. This mandate is accomplished directly via meeting of the Board itself and also through the Corporation’s Audit Committee.

The Board remains committed to ensuring the long-term viability and profitability of the Corporation, as well as the well-being of its employees and of the communities in which it operates. The strategic planning and business objectives developed by management are submitted to and reviewed by the full Board of Directors, both on a formal annual basis and on an on-going basis through regular interim reports from management. The Board of Directors also works with management to identify principal risks, to select and assess senior management and to review significant operational and financial matters. The Board reviews and approves the annual audited financial statements, the annual report, the interim financial statements, management information circulars, material press releases, annual and interim management discussion and analysis, decisions as to material acquisitions and the grant of stock options. The Charter of the Board of Directors is attached as Schedule “D” to this Circular.

21

Position Descriptions

The Board has not developed a written position description for the Chair of the Board or the CEO. Given the relatively small size of the Corporation, the Board believes that to date, the role and responsibilities have been appropriately communicated through Board meetings and in the form of communications between the Board and Terry Coughlan, the Corporation’s CEO.

The Board, acting on the recommendation of the Compensation Committee, has requested that position descriptions be completed for the CEO, CFO, EVP and CAO, and VP Corporate Development. These descriptions are expected to be complete and approved by the Board during the 2013 fiscal year.

The Board of Directors has not developed a written position description for the Chair of the Corporation’s Audit Committee, Compensation Committee or Corporate Governance Committee. The Board believes that the roles and responsibilities of the members of these Committees are appropriately delineated in their respective Charters.

Orientation and Continuing Education

Given the size of the Board, there is no formal program for the orientation and education of new recruits to the Board of Directors. Board meetings may also include presentations or briefings by the Corporation’s management and employees to give the directors additional insight into the Corporation’s business activities. In addition, the Board believes that the past and continuing experiences of each director resulting from their past experience and current positions as detailed in this Circular ensure they have the skills and knowledge necessary to serve the Corporation as a member of the Board of Directors on an ongoing basis.

Ethical Business Conduct

The Board supports ethical business practices. On May 28, 2012, the Board approved a Code of Business Conduct and Ethics (“Code”) which embodies the commitment of the Corporation and its subsidiaries to conduct business in accordance with all applicable laws, rules and regulations and high ethical standards. In accordance with the Code, the actions of all employees, consultants, officers and directors of the Corporation are to reflect honesty, integrity and impartiality that is beyond doubt and all business is to be done in a manner that complies with laws, rules and regulations, avoids conflicts of interest, protects confidential information in accordance with the Corporation’s confidentiality policy, and adheres to good disclosure practices in accordance with applicable legal and regulatory requirements. Those who violate the standards in the Code will be subject to disciplinary action, up to and including termination.

The Corporation encourages all employees, consultants, officers and directors to submit good faith complaints or concerns regarding accounting or auditing matters to the Corporation without fear of reprisal. The Board monitors compliance with the Code through regular questions to management during meetings of the Board. In addition, the Board believes that the Corporation’s size facilitates informal review of discussions with its officers and employees to promote ethical business conduct. Furthermore, the Board has established a Whistle Blower Policy, attached as Addendum “A” to the Audit Committee Charter, and establishes the compliance procedures for concerns about any aspect of the Corporation’s activities and operations.

The Board has found that the Code and fiduciary duties placed on individual directors by the Corporation’s governing corporate legislation and the common law and, in particular, the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

Nomination of Directors

The Board has not appointed a nominating committee and does not have a formal process for identifying new candidates for Board nomination. When required, the Board will collaborate with management to identify potential candidates and to consider their appropriateness for membership on the Board.

22

Compensation Committee

The members of the Compensation Committee are Phillip Gaunce, George Waye and Terry Coughlan, two of whom are considered to be independent applying the definition set out in NI 52-110. The two independent members of the Compensation Committee work independently of the non-independent member up to the point where a decision is to be made. Should there be any disagreement of the members of the Compensation Committee in connection with this decision-making, the matter is put before the Board. As of the date of this Circular, at no time has there been a disagreement among the members of the Compensation Committee as described above.

The Compensation Committee is responsible to recommend to the Board the compensation levels of the Corporation’s CEO and the CFO. The Compensation Committee also administers the Plan, including any stock option grants to the directors and the executive officers. In determining the compensation of the executive officers, the Compensation Committee evaluates their performance in light of the corporate goals and objectives established on an annual basis. Based upon this evaluation, the Compensation Committee makes recommendations to the Board with respect to each executive’s compensation including, as appropriate, salary, bonus, incentive compensation and benefit plans. In addition, the Compensation Committee conducts an informal survey of comparable data in the mining industry, taking into account the size as well as the level of activity of the Corporation. The compensation of directors is determined similarly as for management of the Corporation. In particular, the Compensation Committee reviews comparable companies and considers the compensation of directors in previous years, the Corporation’s goals for the upcoming year and the current state of the Corporation.

Audit Committee

Audit Committee Charter

The charter of the Corporation’s Audit Committee is attached to this Circular as Schedule “E”.

Composition of Audit Committee & Relevant Education and Experience

The members of the Audit Committee are George Waye, Phillip Gaunce and Terry Cooper. All members are financially literate and independent of the Corporation within the meaning of NI 52-110. The education and experience of each Audit Committee member is described in this Circular under the section entitled “Business to be Transacted at the Meeting – Election of Directors”.

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial year have any recommendations by the Audit Committee respecting the appointment and/or compensation of the Corporation’s external auditor not been adopted by the Board.

Pre-Approval Policies and Procedures

Pursuant to NI 52-110, the Audit Committee must approve in advance all non-audit services to be provided to the Corporation by the external auditor. The Audit Committee has not adopted any specific policies and procedures for the engagement of non-audit services. During the most recently completed fiscal year, the Corporation retained the external auditor to provide non-audit services to the Corporation for IFRS conversion assistance, interim review services, tax planning services as well as additional services relating to the Acquisition, including the preparation and review of the management information circular of the Corporation and the proforma financial statements prepared in connection with the Acquisition. The total cost incurred for all these additional non-audit services was $87,450.

23

External Auditor Service Fees

The fees charged to the Corporation by its external auditor for its financial years ended September 30, 2012 and 2011 are as follows:

Notes:

Other Board Committees

The Board has a Corporate Governance Committee whose mandate is to approve and monitor all transactions involving the Corporation and related parties, to monitor the appropriateness of implementing structures from time to time to ensure that the directors can function independently of management and, if required, to implement a process for assessing the effectiveness of the Board as a whole, the committees of the directors and individual directors. The members of the Corporate Governance Committee are Messrs. Cooper, Waye and Gaunce.

In addition, the Board has established a Disclosure Policy Committee which is responsible for all regulatory disclosure requirements and for overseeing the Corporation’s disclosure practices. The members of the Disclosure Policy Committee are Terry Coughlan, Dana Hatfield and Sean Tufford.

The Board may, from time to time, create new committees or establish ad hoc committees to address special business issues.

Assessments

The responsibility for assessing directors on an ongoing basis is assumed in full by the Board and every director is entitled to bring the matter to the Board. The Board does not perform regular assessments; however, the Board believes that the size of the Corporation facilitates informal discussion and evaluation of the Board, its committees and its members.

PROPOSALS BY SHAREHOLDERS

Pursuant to the CBCA, resolutions intended to be presented by Shareholders for action at the next annual meeting must comply with the provisions of the CBCA and be deposited at the Corporation’s head office not later than November 24, 2013 in order to be included in the management information circular relating to the next annual meeting.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Financial information is provided in the Corporation’s comparative financial statements and management discussion & analysis (“MD&A”) for its most recently completed financial year. To request copies of the Corporation’s financial statements and MD&A, Shareholders should contact Mr. Terry Coughlan, President and CEO, GoGold Resources Inc., #1301-2000 Barrington Street, Halifax, NS, B3J 3K1, Telephone 902-482-1998, Fax 902-442-1898. The financial statements and MD&A are also available on SEDAR at www.sedar.com

24

APPROVAL OF CIRCULAR

The contents and the sending of this Circular have been approved by the Board.

BY ORDER OF THE BOARD OF DIRECTORS, as of the 22^nd day of February, 2013.

SCHEDULE “A”

GOGOLD RESOURCES INC.

MAJORITY VOTING POLICY

February 22, 2013

In an uncontested election of directors of GoGold Resources Inc. (the “Corporation”), each director should be elected by the vote of a majority of the shares represented in person or by proxy at any shareholder’s meeting for the election of directors. Accordingly, if any nominee for director receives a greater number of votes “withheld” from his or her election than votes “for” such election, that director shall promptly tender his or her resignation to the Chairman of the Board of Directors (“Board”) following the meeting. In this policy, an “uncontested election” means an election where the number of nominees for director equals the number of directors to be elected.

The Corporate Governance Committee (the “Committee”) shall consider the offer of resignation and recommend to the Board whether or not to accept it. Any director who tenders his or her resignation may not participate in the deliberations of either the Committee or the Board. In its deliberations, the Committee will consider any stated reasons why shareholders “withheld” votes from the election of that director, the length of service and the qualifications of the director, the director’s contributions to the Corporation, the effect such resignation may have on the Corporation’s ability to comply with any applicable governance rules and policies and the dynamics of the Board, and any other factors that the Committee considers relevant.

The Board shall act on the Committee’s recommendation within 90 days following the applicable meeting and announce its decision via press release, after considering the factors considered by the Committee and any other factors that the Board considers relevant. The Board expects to accept the resignation except in situations where extenuating circumstances would warrant the director to continue to serve on the Board. However, if the Board declines to accept the resignation, it should include in the press release the reasons for its decision.

If a resignation is accepted, the Board may, in accordance with the Canada Business Corporations Act and the Corporation’s articles, appoint a new director to fill any vacancy created by the resignation or reduce the size of the Board. If a director does not tender his or her resignation in accordance with this policy, the Board will not re-nominate that director at the next election.

SCHEDULE “B”

SHAREHOLDERS’ RESOLUTION REGARDING INCENTIVE STOCK OPTION PLAN

Capitalized terms have the meanings ascribed thereto in the Management Information Circular of GoGold Resources Inc. (“Corporation”) dated February 22, 2013.

BE IT RESOLVED as a resolution of the shareholders of the Corporation that:

Appendix 1 to SCHEDULE “B”

AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN

March 26, 2013

GOGOLD RESOURCES INC.

ARTICLE I

PURPOSE OF PLAN

ARTICLE II

DEFINED TERMS

For the purposes of the foregoing, “voting securities” means Common Shares and any other shares of the Corporation entitled to vote for the election of directors, and shall include any securities, whether or not issued by the Corporation, which are not shares entitled to vote for the election of directors but which are convertible into or exchangeable for shares which are entitled to vote for the election of directors, including any options or rights to purchase such shares or securities.

ARTICLE III

ADMINISTRATION OF THE PLAN

The power described in this section shall be exercised in accordance with applicable securities laws and the rules and policies of the Exchange.

ARTICLE IV

SHARES SUBJECT TO PLAN

ARTICLE V

ELIGIBILITY, GRANT AND TERMS OF OPTIONS

ARTICLE VI

CEASING TO BE AN ELIGIBLE PARTICIPANT

ARTICLE VII

EXERCISE OF OPTIONS

In this connection, the Corporation shall, to the extent necessary, take all reasonable steps to obtain such approvals, registrations and qualifications as may be necessary for the issuance of such Shares in compliance with applicable securities laws and for the listing of such Shares on the Exchange. If any Shares cannot be issued to any Optionee for any reason including, without limitation, the failure to obtain necessary shareholder, regulatory or Exchange approval, then the obligation of the Corporation to issue such Shares shall terminate and any Option Price paid to the Corporation by the Optionee shall be returned to the Optionee.

ARTICLE VIII

TAX WITHHOLDING

ARTICLE IX

CERTAIN ADJUSTMENTS

then the Optioned Shares or, in the case of paragraph (c) above, the Optioned Shares that are not taken up and paid for, shall be returned by the Optionee to the Corporation and reinstated as authorized but unissued Shares and the terms of the Option applicable prior to the Offer shall again apply to the Option. If any Optioned Shares are returned to the Corporation under this Section, the Corporation shall refund the exercise price to the Optionee for such Optioned Shares. In no event shall the Optionee be entitled to sell the Optioned Shares otherwise than pursuant to the Offer.

ARTICLE X

STOCK APPRECIATION RIGHTS

ARTICLE XI

AMENDMENTS TO PLAN

Where required by the policies of the Exchange, the shareholder approval required by this Section 11.2 shall be by the majority vote of the shareholders of the Corporation excluding any votes cast by Insiders who are entitled to participate as Eligible Persons under the Plan or who will specifically benefit from the proposed amendment. In the event of any conflict between Sections 11.1 and 11.2, the latter shall prevail to the extent of the conflict.

ARTICLE XII

GENERAL

ARTICLE XIII

SHAREHOLDER AND REGULATORY APPROVAL

SCHEDULE “C”

SPECIAL RESOLUTION TO AMEND ARTICLES – ADDITIONAL DIRECTORS

Capitalized terms have the meanings ascribed thereto in the Management Information Circular of GoGold Resources Inc. (“Corporation”) dated February 22, 2013.

BE IT RESOLVED as a special resolution of the shareholders of the Corporation that:

SCHEDULE “D”

GOGOLD RESOURCES INC.

(the “Corporation”)

CHARTER OF THE BOARD OF DIRECTORS (“Board”)

SCHEDULE “E”

GOGOLD RESOURCES INC.

AUDIT COMMITTEE CHARTER

Financial Statement and Disclosure Matters

Oversight of the Company’s External Auditors

Financial Reporting and Risk Management

Compliance Oversight Responsibilities

GOGOLD RESOURCES INC.

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

PROCEDURES FOR SUBMISSIONS OF COMPLAINTS RELATING

TO ACCOUNTING MATTERS OR FRAUD

WHISTLEBLOWER POLICY

Chairman

GoGold Resources Inc.

Suite 1301, 2000 Barrington Street

Halifax, Nova Scotia B3J 3K1

Tel: 902 482 1998

Email: terry@gogoldresources.com

---

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘F-80’ Filing		Date		Other Filings
		8/20/17
		7/8/16
		7/26/15
		2/12/15
		12/23/14
Filed on / Effective on:		1/23/14		425,  F-X,  SC14D1F
		12/23/13
		11/24/13
		3/26/13
		3/22/13
		2/22/13
		2/19/13
		2/18/13
		1/22/13
		10/9/12
		10/5/12
		10/4/12
		10/1/12
		9/30/12
		9/28/12
		8/20/12
		8/1/12
		7/27/12
		5/28/12
		3/26/12
		12/23/11
		10/26/11
		10/1/11
		9/30/11
		9/30/10
		7/23/10
		2/12/10
		7/31/09
		5/21/09
		4/27/09
		12/22/08
		1/18/08
				List all Filings

↑Top

---

Filing Submission 0001193125-14-018313   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

---

---

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Tue., Apr. 30, 9:40:46.1pm ET