WINSPEAR
RESOURCES LTD.
P.O. Box 11584, 1410-650 West Georgia Street, Vancouver, B.C. Canada V6B 4N8
Tel: (604) 687-6644 Fax: (604) 687-1405 Toll Free: 1-800-663-0510
Web Site: www.winspear.com Email: randgrp@helix.net
NOTICE OF ANNUAL AND EXTRAORDINARY GENERAL MEETING OF MEMBERS
TO THE MEMBERS:
NOTICE IS HEREBY GIVEN that the Annual and Extraordinary General Meeting (the “Meeting”) of Winspear Resources Ltd. (the "Company") will be held at the Aspen Room, Four Seasons Hotel, 791 West Georgia Street, Vancouver, B.C. on Thursday, April 29, 1999 at 2:00 p.m. (local time) to transact the usual business of an Annual General Meeting and for the following purposes:
1. To receive the Report of the Directors to the Members.
2. To receive the financial statements of the Company for the fiscal period ended December 31, 1998 and the report of the auditor thereon.
3. To increase the number of directors comprising the Board from seven to eight and to determine the number of directors at eight.
4. To consider and, if thought fit, to approve a special resolution amending the Articles of the Company by deleting Part 14, "Election and Removal of Directors", in its entirety and substituting therefor a new Part 14 which will provide for staggered three-year terms for directors of the Company by dividing the board into three classes, each having different retirement dates, all as more fully set forth in the Management Information Circular accompanying this Notice.
5. In the event that the members approve the special resolution amending the Articles of the Company, to elect directors to hold office for terms of up to three years; and in the event that the members do not approve the said resolution, to elect directors to hold office until the close of the next Annual Meeting.
6. To consider and, if thought fit, to approve an ordinary resolution giving a general authority to the directors to grant to the directors, senior officers, employees and other insiders of the Company, until the next Annual General Meeting of the Company, incentive stock options to purchase shares in the capital stock of the Company, pursuant to the Company's Incentive Stock Option Plan or otherwise, all as more fully set forth in the Information Circular attached hereto and forming a part hereof.
7. To consider and, if thought fit, to approve, with or without amendment, an ordinary resolution whereunder the Company's Incentive Stock Option Plan be amended such that the maximum number of shares that may be the subject of options at any given time is increased from 4,500,000 to 6,000,000.
INSIDERS TO WHOM SHARES MAY BE ISSUED UNDER THE PLAN, AND THEIR RESPECTIVE ASSOCIATES AND AFFILIATES, WILL ABSTAIN FROM VOTING ON THE FOREGOING TRANSACTION. THE APPROVAL OF A MAJORITY OF DISINTERESTED MEMBERS OF THE COMPANY IS THEREFORE SOUGHT.
8. Pursuant to an order of the Supreme Court of British Columbia dated March 23, 1999 (the "Interim Order"), to consider and, if thought fit, to pass, with or without variation, a special resolution, (the "Arrangement Resolution") to approve an arrangement (the "Arrangement") under Section 252 of the Company Act (British Columbia) involving the Company and 580312 B.C. Ltd., the full text of which is set out in Exhibit I to the Management Information Circular accompanying this Notice.
TAKE NOTICE that pursuant to the provisions of the Company Act (British Columbia) (the "Act"), you may until April 27, 1999 give the Company a Notice of Dissent by registered mail addressed to the Company at the address set forth above, with respect to the special resolution to authorize the said sale or other disposition of the undertaking of the Company. As a result of giving a Notice of Dissent you may, on receiving a Notice of Intention to Act under Section 207 of the Act, require the Company to purchase all the shares in respect of which the Notice of Dissent was given.
9. To appoint an auditor for the Company to hold office until the close of the next Annual General Meeting.
10. To authorize the directors to fix the remuneration to be paid to the auditor of the Company.
11. To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.
The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Copies of any documents to be considered, approved, ratified and adopted or authorized at the Meeting will be available for inspection at the registered and records office of the Company at 1040-999 West Hastings Street, Vancouver, B.C. V6C 2W2, during normal business hours up to April 29, 1999 being the date of the Meeting, and at the Meeting.
The directors of the Company fixed March 22, 1999 as the record date for the determination of the members entitled to vote at the Meeting.
A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. If you are unable to attend the Meeting in person, please complete, sign and date the enclosed Form of Proxy and return the same in the enclosed return envelope provided for that purpose within the time and to the location in accordance with the instructions set out in the Form of Proxy and Information Circular accompanying this Notice.
Please advise the Company of any change in your address.
DATED at Vancouver, B.C. this 22nd day of March, 1999.
BY ORDER OF THE BOARD
WINSPEAR RESOURCES LTD.
“Randy C. Turner”
Randy C. Turner, President
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