Asia Pacific Gold Mining Investments Ltd – AGM Statement – Notice of Meeting

Schedule “A”

Asia Pacific Gold Mining Investments Ltd.

NOTICE OF MEETING

 

TO:     The Shareholders, Directors and Auditor of Asia Pacific Gold Mining Investments Ltd.

TAKE NOTICE THAT pursuant to the requisition of London Capital Advisers Ltd. (“LCA”), the majority shareholder of Corporation, dated December 3, 2014 (the “Requisition”), and the Order of the Court of Queen’s Bench of New Brunswick dated January 26, 2015, a special meeting of the Shareholders of the Corporation will be held at the Delta Hotel, 39 King Street, Saint John, New Brunswick, Canada on the 20th   day of February, 2015 beginning at 10:00 a.m. (the “Special Meeting”) to consider, and if deemed advisable, pass, with or without variation, the following resolutions:

  1. To approve the audited financial statements of July 30, 2014 for the financial year 2013.
  1. In accordance with the Requisition and , pursuant to s. 96(1) of the Business Corporation Act, SNB 1981, to remove the directors of the Company and to elect replacement directors from such person or persons as may be nominated at the meeting.
  1. If determined necessary by the shareholders at the Special Meeting to ensure compliance by

the Corporation as a Designated Global Issuer with Section 4.2 of the rules of the GXG Exchange, to approve the filing of articles of amendment to effect a reverse stock split (the “Stock Consolidation”) of the Corporation’s common shares by a ratio of 200:1 thereby changing every 200 common shares into one common share. The Stock Consolidation will result in the current issued share capital of 100 million shares, to be reduced to 500,000 shares with a paid-up capital per share of CAD 0.20 per share.

  1. To approve a report to be provided at the meeting by the representative of LCA with respect to the private sale of shares in 2014.
  1. To transact such further or other business as may properly come before the meeting.

Shareholders are invited to attend the Special Meeting.

 

PROXY

Shareholders who are unable to be present personally at the Special Meeting and wish to participate are requested to either i) complete, sign and return the accompanying form of proxy for use at the Special Meeting in accordance with the instructions on the proxy; or ii) to contact the undersigned to arrange for participation in the meeting via electronic means.

Stewart McKelvey

c/o Alanna D. Waberski

44 Chipman Hill, Suite 1000

Saint John, New Brunswick E2L 4S6

Phone: 506-632-2792 awaberski@stewartmckelvey.com

London Capital Advisers Ltd., as shareholder

 

ASIA PACIFIC GOLD MINING INVESTMENTS LTD.

PROXY

The undersigned shareholder of Asia Pacific Gold Mining Investments Ltd. hereby appoints

                                          , as the proxy of the undersigned to vote                             % of the shares of the said corporation held by the undersigned and to attend and act for and on behalf of the undersigned at the special meeting of the shareholders of the said corporation be held on

                                         , at any adjournment thereof to the same extent and with the same power and authority as if the undersigned were a shareholder of the said corporation.

 

DATED this             day of                                       , 2015.

 

Signature of Shareholder:                                                      

 

Print Name:                                                                           

 

NOTES:

  1. A shareholder has the right to appoint a person to represent the shareholder at the meeting other than the management representatives designated in this proxy.  Such right may be exercised by inserting in the space provided the name of the other person the shareholder wishes to appoint.  Such other person need not be a shareholder.
  1. To be valid, this proxy must be signed and deposited with Stewart McKelvey c/o Alanna D. Waberski 44

Chipman Hill, Suite 1000 Saint John, New Brunswick,   E2L 4S6 Phone: 506-632-2792 Fax: 506-652-1989 awaberski@stewartmckelvey.com not later than 48 hours (excluding Saturdays and holidays) before the meeting, or, if the meeting is adjourned, 48 hours (excluding Saturdays and holidays) before any adjourned meeting.

  1. If an individual, please sign exactly as your shares are registered.   If the shareholder is a corporation, this proxy must be executed by a duly authorized officer or attorney of the shareholder and, if the corporation has a corporate seal, its corporate seal should be affixed.   If the shares are registered in the name of an executor, administrator or  trustee, please sign exactly as  the shares are registered.   If  the shares are registered in the name of the deceased or other shareholder, the shareholder’s name must be printed in the space provided, the proxy must be signed by the legal representative with his name printed below his signature and evidence of authority to sign on behalf of the shareholder must be attached to this proxy.
  1. If this proxy is not dated in the space provided, it is deemed to bear the date on which it is mailed or sent.
  1. If a share is held by two or more persons, any one of them present or represented by proxy at a meeting of shareholders may, in the absence of the other or others, vote in respect thereof, but if more than one of them are present or represented by proxy, they shall vote together in respect of each share so held.

© Asia Pacific Gold Mining Investment Limited 2013. All Rights Reserved

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