Notice of Annual and Special Meeting of Shareholders 2024
April 3, 2024
Toronto, Ontario

INVITATION TO SHAREHOLDERS

We are pleased to provide you with the accompanying management information circular (the “Circular”) for the annual and special meeting (the “Meeting”) of shareholders (“Shareholders”) of Buchans Resources Limited (“Buchans” or the “Company”) to be held on May 9, 2024. Along with the ordinary annual items of business, we have an important special item of business to be approved by Shareholders at the Meeting, as described below.

On December 20, 2023, we were pleased to close the sale of certain assets in Newfoundland to Canterra Minerals Corporation (TSXV:CTM; OTCQB:CTMCF) (“Canterra”) in exchange for 24,910,000 common shares (“Consideration Shares”) and 128,464,216 special warrants (“Consideration Warrants”) of Canterra (the “Canterra Transaction”).

Among the benefits outlined in our news release announcing the closing of the Canterra Transaction, the Canterra Transaction consolidated a highly prospective base metals district in central Newfoundland, with a large mineral resource inventory across multiple deposits that ranks favourably in terms of tonnage and grade amongst the peer group, including the past producing Buchans Mine, a prolific polymetallic massive sulfide mine that was operated by ASARCO (and others) for over 50 years producing zinc and copper concentrate from high-grade ore.

Based on the closing price of Canterra’s common shares (the “Canterra Shares”) on December 20, 2023, $0.075, the total value of the consideration received by Buchans was approximately $11.5 million or $0.178 per common share of Buchans in the capital of the Company (“Buchans Share”) and, as of the date hereof and following the settlement of certain transaction expenses, that value totals $11.9 million or $0.184 per Buchans Share.

We now intend to distribute (the “Distribution”) the majority of the Canterra Shares underlying the Consideration Warrants received from the Canterra Transaction and substantially all of the Royalties Inc. (“Royalties”) common shares (“Royalties Shares” and, with the Canterra Shares to be distributed, the “Distributed Shares”) that we currently hold to Shareholders. Subject to Shareholder approval, we intend to effect the Distribution as a return-of-capital, which we believe is the most tax efficient manner of effecting the Distribution.

As described further in the Circular, we intend to retain a shareholding of Canterra Shares valued at approximately $3 million to fund our nickel, copper, cobalt and gold exploration assets in Labrador and general working capital, with the goal of advancing these long overlooked but promising assets over the next 12 to 24 months, and to provide ongoing working capital for the Company.

We are pleased, therefore, to invite you to attend the annual and special meeting of Shareholders of the Company on May 9, 2024 at 12:00 P.M. (Eastern time) to vote on a special resolution (the “Stated Capital Reduction Resolution”) authorizing and approving a reduction of the stated capital account maintained by the Company in respect of the Buchans Shares pursuant to Section 34(1)(b) of the Business Corporations Act (Ontario) (the “Stated Capital Reduction”), for the purpose of distributing the Distributed Shares to holders of Buchans Shares by way of a return of capital (the “Return of Capital”).

The full text of the Stated Capital Reduction Resolution is attached as Schedule “A” to the Circular. The adoption of the Stated Capital Reduction Resolution requires the approval of at least two-thirds of the votes cast by holders of Buchans Shares.

Buchans’ board of directors (the “Board”) has unanimously determined that the Return of Capital is in the best interests of the Company and unanimously recommends that you vote FOR the Stated Capital Reduction Resolution.

If the Stated Capital Reduction Resolution is approved by the holders of Buchans Shares and the Distribution is approved by the Company’s Board thereafter, the Company will issue a news release announcing the amount of the Distribution, including the amount of the Return of Capital, as well as the record date for determining the Shareholders entitled to the Distribution and the date for the Distribution.

Included with this letter is the formal Notice of Meeting and the Circular, which includes information with respect to the matters to be voted on at the Meeting and directions on how to vote. We encourage you to review it for complete details of the matters, as well as their impact on you.

Representation of your Buchans Shares at the Meeting is important. We urge you, whether or not you plan to attend the Meeting, to vote promptly over the internet, by telephone or by mailing a completed form of proxy or voting instruction form.

Thank you for your continued support.

NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that an annual and special meeting of the shareholders (the “Meeting”) of Buchans Resources Limited (“Buchans” or the “Company”) will be held on Thursday, May 9, 2024, at 12:00 P.M. (EDT) at the registered office of the Company, 55 University Avenue, Suite 1805, Toronto, Ontario, M5J 2H7, for the following purposes:

      1. Receive the audited consolidated financial statements of the Company for the year ended December 31, 2023 and the report of the auditor thereon;
      2. Elect the directors for the ensuing year;
      3. Appoint McGovern Hurley LLP, Chartered Professional Accountants, as auditor for the ensuing year and to authorize the directors to fix its remuneration;
      4. to consider and, if deemed advisable, approve, with or without variation, a special resolution in the form set out in Schedule “A” to the accompanying management information circular dated March 28, 2024, 2024 (the “Circular”), authorizing and approving a reduction of the stated capital account maintained by the Company in respect of the common shares in the capital of the Company (the “Buchans Shares”) pursuant to Section 34(1)(b) of the Business Corporations Act (Ontario) (the “Stated Capital Reduction”), for the purpose of distributing certain common shares of Canterra Minerals Corporation and Royalties Inc. (collectively, the “Distributed Shares”) to holders of Buchans Shares by way of a return of capital, all as more particularly described in the Information Circular;
      5. Transact such further and other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the “Particulars of Matters to be Acted Upon at the Meeting” in the Circular.

You have the right to vote if you are a shareholder of the Company. Shareholders are encouraged to vote by proxy. To ensure your vote is counted, your proxy must be received by 12.00 PM (EDT) on May 7, 2024.

The Circular has been prepared to help you make an informed decision on the matters to be voted on at the Meeting. Please review the Circular carefully before voting.

Shareholders are encouraged to complete, date, sign, and return the enclosed Form of Proxy in accordance with the instructions set out in the Form of Proxy and the Circular.

DATED at Toronto, Canada as of March 28, 2024.

BY ORDER OF THE BOARD OF DIRECTORS,

“John F. Kearney”

John F. Kearney, Chairman & Chief Executive

About Buchans Resources

Buchans Resources holds interests in nickel, copper, cobalt, and gold properties in Labrador; and, indirectly, through its investment in Canterra Minerals Corporation (CTM-TSX.V), in base and precious metals projects in Newfoundland, including the Buchans base metals district, and, through its investment in Royalties Inc. (CSE-RI), base metal and silver projects in Mexico and, through its investment in Minco Exploration plc, base metal exploration licences in Ireland.

 

Enquiries

John F. Kearney:  Chairman & Chief Executive                                                                                          +1 416 362 6686

Paul Moore:  V.P. Exploration                                                                                                                         +1 709 738 7384

Peter McParland: Director – Ireland                                                                                                      +353 (0) 46 907 3709

 

Please follow us on X (@BuchansResLtd) and on LinkedIn. Additional information available at www.BuchansResources.com

 

FORWARD-LOOKING STATEMENTS

This news release contains certain forward-looking statements relating to, but not limited to, the Company’s expectations, intentions, plans and beliefs. Forward-looking information can often be identified by forward-looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”, “intend”, “estimate”, “may” and “will” or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information may include reserve and resource estimates, estimates of future production, unit costs, costs of capital projects and timing of commencement of operations, and is based on current expectations that involve a number of business risks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking statement include, but are not limited to, failure to establish estimated resources and reserves the grade and recovery of ore which is mined varying from estimates, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, delays in the development of projects changes in exchange rates, fluctuations in commodity prices, inflation and other factors. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from expected results. Shareholders and prospective investors should be aware that these statements are subject to known and unknown risks uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. Shareholders are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by law.