Prime Mining : Management Information Circular 2025
PRYM.TO
Published on 05/29/2025 at 17:52
TO BE HELD ON JUNE 19, 2025
DATED May 05, 2025
NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of the holders of common shares ("Shareholders") of Prime Mining Corp. (the "Company") will be held at Suite 710, 1030 West Georgia Street, Vancouver, British Columbia, Canada on June 19th, 2025, at 2:00 p.m. (Pacific time) for the following purposes:
to receive the audited consolidated financial statements of the Company as at and for the year ended December 31, 2024, together with the report of the auditor thereon;
to re-appoint Davidson & Company LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and authorize the board of directors to fix the remuneration of the auditor;
to fix the number of the directors of the Company for the ensuing year at nine (9);
to elect directors to hold office for the ensuing year;
to consider, and if deemed appropriate, pass, with or without variation, a resolution approving the Company's revised omnibus incentive plan; and
to consider and, if deemed appropriate, pass, with or without variation, a resolution approving the unallocated entitlements under the Company's existing omnibus incentive plan, or the Company's revised omnibus incentive plan, if adopted by shareholders at the Meeting.
The specific details of the foregoing matters to be put before the Meeting, as well as further information with respect to voting by proxy, are set forth in the accompany management information circular (the "Information Circular").
As set out in the notes, the enclosed proxy is solicited by management but, you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided, the name of the person you wish to represent you at the Meeting.
DATED this 5thday of May, 2025 By order of the Board of Directors
/s/ "Scott Hicks"
Scott Hicks
Director and Chief Executive Officer
Solicitation of Proxies 1
Appointment of Proxyholders 1
Voting by Proxyholder 2
Advice to Beneficial Shareholders 3
Interest of Certain Persons in Matters to be Acted Upon 6
Voting Securities 6
Principal Holders 6
Presentation of Financial Statements 7
Appointment of Auditor 7
Fixing the Number of Directors 8
Election of Directors 8
Approval of Revised Omnibus Incentive Plan 19
Approval of Unallocated Entitlements Pursuant to the plan 21
Corporate Governance 22
The Board of Directors 23
Board Committees 24
Meetings of the Board And Committees of the Board 28
Board Skills Matrix 28
Position Descriptions 30
Assessments 31
Continuing Education 31
Ethical Business Conduct 31
Compensation Discussion & Analysis 32
Performance Graph 39
Incentive Plan Awards 41
Pensions Plan Benefits 43
Termination and Change of Control Benefits 43
Director Compensation 45
General 49
Indebtedness of Directors and Executive Officers 56
Interest of Informed Persons in Material Transactions 56
Management Contracts 56
Financial Information and Non-GAAP Measures 57
Additional Information 57
Board of Directors' Approval 57
Schedule A Omnibus Incentive Plan A-1
Schedule B Revised Omnibus Incentive Plan........................................................................................... B-1
Disclaimer
Prime Mining Corp. published this content on May 29, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 29, 2025 at 21:51 UTC.