CSE GTCH
OTCQB GGLDF
FWB GGA1

Notice of annual and special meeting of shareholders

NOTICE IS HEREBY GIVEN that an annual meeting (the “Meeting”) of shareholders of Wabi Exploration Inc. (the “Corporation”) will be held on Tuesday, February 27, 2018, at the hour of 10:00 a.m. (Eastern time), at 855 Brant Street, Burlington, Ontario L7R 2J6 for the following purposes:

  1. to receive the audited financial statements of the Corporation for the year ended April 30, 2017, and the report of the auditors thereon;
  2. to elect the directors of the Corporation;
  3. to appoint the auditors of the Corporation for the ensuing year and to authorize the board of directors to fix the auditors’ remuneration;
  4. to approve the Corporation’s stock option plan without change;
  5. to consider and if deemed advisable, to approve a special resolution to change the name of the Corporation to “Getchell Gold Corp.” or such other name as the board of directors of the Corporation may determine is appropriate;
  6. to consider and if deemed advisable approve a special resolution to consolidate all of the Corporation’s fully paid and issued common shares on the basis of one new common share for every six old common shares;
  7. to consider, and if deemed advisable, to pass, with or without variation, a special resolution (the “Arrangement Resolution) to authorize and approve a plan of arrangement (the “Plan of Arrangement”) under Section 182 of the Business Corporations Act (Ontario) (the “OBCA”) involving Buena Vista Gold Inc. (“Buena Vista”) and Wabi Exploration Inc. (“Wabi”), by which, subject to the terms and conditions of the arrangement agreement dated November 14, 2017 between Buena Vista and Wabi (the “Arrangement Agreement), Wabi will acquire all of the outstanding common shares and Class A common shares in the capital of Buena Vista (collectively, the “Buena Vista Shares), as more particularly described in the accompanying Circular (the “Arrangement”); and
  8. to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

An “ordinary resolution” is a resolution passed by at least a majority of the votes cast by Shareholders who voted in respect of that resolution at the Meeting. A “special resolution” is a resolution passed by at least at least 66 2/3% of the votes cast by Shareholders who voted in respect of that resolution at the Meeting.

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is January 22, 2018 (the “Record Date”). Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote, at the Meeting or any adjournment or postponement thereof.

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 Corporation’s transfer agent and registrar, Capital Transfer Agency Inc., 121 Richmond Street West, Suite 401, Toronto, Ontario M5H 2K1 not later than 10:00 a.m. (Eastern time) on Friday, February 23, 2018 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays 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.

i

DATED at Burlington, Ontario this 22nd day of January, 2018.

ii

BY ORDER OF THE BOARD

Peter M. Clausi” (Signed) Chief Executive Officer

Subscribe to Our Email List