Advanced Notice Policy
Advance Notice Policy of American Manganese Inc. (the “Company”)
Effective Date: June 1, 2018
The purpose of this Advance Notice Policy (the “Policy”) of American Manganese Inc. (the “Company”) is to ensure that shareholders of the Company receive sufficient information regarding all director nominees in advance of a shareholder meeting, so that shareholders can vote for directors in an informed manner. This Policy stipulates a deadline by which director nominations must be submitted to the Company, and sets forth the information that must be included in each nomination in order for a nominee to be eligible for election as a director at any meeting of the Company’s shareholders.
Requirements for Director Nominees and Nominations
The following requirements must be met in order for a person to be nominated as a director of the Company.
1. Nominations of directors may only be made:
a) by or at the direction of the Board;
b) by or at the direction of one or more shareholders, in accordance with the Business Corporations Act’s provisions relating to a shareholder proposal or a requisition for a shareholder meeting; orc) by an Eligible Shareholder (as defined below), in accordance with the procedures set forth in this section (a “Nominating Shareholder”).
1. A Nominating Shareholder may only nominate a person to be a director of the Company by giving written notice (a “Nomination Notice”) to the Board at the registered office of the Company by:a) in the case of an annual meeting of shareholders, a date which is not fewer than 30 days and not more than 65 days before the meeting date, unless the Announcement Date (as defined below) for such meeting is less than 50 days from the meeting date in which case the Nomination Notice must be given not later than 5:00pm (Vancouver time) on the 10th day following the Announcement Date;
b) in the case of a special meeting of shareholders that is not also an annual meeting but for which the election of directors is an item of business, a date which is not later than 5:00pm (Vancouver time) on the 15th day following the Announcement Date;
c) and by disclosing in the Nomination Notice:
i) with respect to each nominee:
ii) the name, age, citizenship, business address and residence address of the individual,iii) the principal occupation or employment of the individual as of the date of the notice, and for the preceding five years,
iv) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the individual as of the record date of the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such Notice, and
v) any other information relating to the individual that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws (as defined below); and
d) with respect to the Nominating Shareholder:
i) any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has or will have a right to vote any shares of the Company;
ii) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the Nominating Shareholder as of the record date of the meeting in question (if such date shall then have been made publicly available and shall have occurred) and as of the date of such Notice, and
iii) any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws; and
e) such other information as may be reasonably required by the Company to determine the eligibility of the nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee.
3. The chair of the meeting shall have the power to determine whether a nomination was made in accordance with the procedures set forth in the this section, and if any proposed nomination is found not to be in compliance with this section, to declare that such defective nomination shall be disregarded.
4. Notwithstanding any other provision of these Policy, the Nomination Notice may only be given by personal delivery, fax, registered mail or trackable courier, and such Nomination Notice shall be deemed to be given at the actual time it is received at the Company’s registered office, unless such delivery is received after 5:00pm (Vancouver time) or on a day which is not a business day, in which case such delivery shall be deemed to have been made on the next business day.
5. For purposes of this Policy:
a) “Announcement Date” means the date on which the first announcement of a particular shareholder meeting is made through either a press release reported by a national news service in Canada or in a document filed by the Company on www.sedar.com;
b) “Applicable Securities Laws” means the applicable securities legislation of each province and territory in which the Company is a reporting issuer, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authorities of each of the provinces and territories of Canada;
c) “Eligible Shareholder” means a person who is a registered or beneficial shareholder of the Company at 5:00pm (Vancouver time) on both (A) the date on which such shareholder provides a Nomination Notice to the Company, and (B) the record date for the meeting in question.
6. Notwithstanding the foregoing, the Board may in its sole discretion waive any requirement in this Policy.
This Policy shall be interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.