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CONSOLIDATED NEVADA GOLDFIELDS CORPORATION
Suite 1620
1801 Broadway
Denver, Colorado
80202
NOTICE OF ANNUAL MEETING
TO THE SHAREHOLDERS
TAKE NOTICE that the Annual Meeting (the
"Meeting") of Shareholders of Consolidated Nevada Goldfields
Corporation (the "Company") will be held on Tuesday, July 15,
1997, at 10:00 a.m. (Toronto time), at the offices of Cassels
Brock & Blackwell, Scotia Plaza, Suite 2100, 40 King Street
West, Toronto, Ontario, M5H 3C2 for the following purposes:
(a) to receive and consider the financial statements for
the year ended December 31, 1996, together with the
report of the auditors;
(b) to appoint auditors and authorize the directors to fix
their remuneration;
(c) to elect directors; and
(d) to transact such other business as may properly come
before the Meeting or any adjournment thereof.
The specific details of the matters proposed to be put before
the Meeting are set forth in the Management Information Circular
accompanying and forming part of this Notice.
Shareholders who are unable to attend the Meeting in person are
requested to date and sign the enclosed form of proxy and to
deliver or mail it in the enclosed envelope to the Secretary of
the Company at the offices of the Company's transfer agent,
Montreal Trust Company of Canada, 510 Burrard Street, Vancouver,
British Columbia, V6C 3B9. In order to be valid and acted upon
at the Meeting or any adjournment thereof, proxies must be
received at the aforesaid address not less than 48 hours,
excluding Saturdays and holidays, before the time for holding
the Meeting or any adjournment thereof.
Only holders of Common Shares of record on June 10, 1997 are
entitled to notice of and to vote at the Meeting. To the extent
any such shareholder transfers the ownership of any of his/her
shares after that date and the transferee of those shares
establishes that he/she owns such shares and demands not later
than 10 days before the Meeting that his/her name be included in
the shareholders' list, such transferee will be entitled to vote
such shares at the Meeting.
Accompanying this Notice of Meeting and the Information Circular
is an Instrument of Proxy. If you are unable to attend the
meeting in person, kindly read the Notes accompanying the
Instrument of Proxy enclosed herewith and complete, date and
return the Proxy within the time and to the location set out in
the Notes.
DATED at Denver, Colorado this 11th day of June, 1997.
BY ORDER OF THE BOARD
(signed) Alex Bissett
President and Chief Executive Officer
CONSOLIDATED NEVADA GOLDFIELDS CORPORATION
INSTRUMENT OF PROXY
THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE COMPANY
The undersigned hereby appoints Alex Bissett, President and
Chief Executive Officer of Consolidated Nevada Goldfields
Corporation (the "Company"), or failing him, Mr. Wendell
Robinson, a Director of the Company, or, instead of either of
them (hereinafter called the "nominee") as proxy for and on
behalf of the undersigned with full power of substitution, to
attend, act and vote for and on behalf of the undersigned at the
Annual Meeting of the Company to be held on Tuesday, July 15,
1997, and at any adjournment or adjournments thereof and
thereat, as specified below.
1. To appoint Peat Marwick Thorne, Chartered Accountants, as
auditors for the Company for the ensuing financial year at
a remuneration to be fixed by the directors of the Company.
IN FAVOUR WITHHOLD
2. To elect Richard C. Atkinson, Christopher J. Lalor, Wendell
W. Robinson, James M. Bishop, Peter Marrone, Alonso Ancira,
Manuel Ancira, Adolfo Autrey, Xavier D. Autrey, William J.
Braithwaite and Richard N. Lawler directors of the Company
for the ensuing year or until their successors are elected
or appointed:
IN FAVOUR WITHHOLD
3. To vote with discretionary authority on such other matters
as may come before the meeting.
The undersigned hereby revokes any proxy previously given.
Authority is hereby given to the nominee (or any person
authorized by the nominee) to date this Form of Proxy as of the
date of receipt thereof by the Company.
DATED this day of , 1997.
Signature of Shareholder Name of Shareholder (please
print)
Address City/Province or State or
Country
Number of Shares Held
CONSOLIDATED NEVADA GOLDFIELDS CORPORATION
NOTES TO INSTRUMENT OF PROXY
1. The directors of the Company are not aware of any matters other than
those set out in the Proxy to come before the meeting. Provided the
instructions are certain, the shares represented by this proxy will be
voted on any poll and further, will be voted on any poll as the
shareholder may have specified. IF NO CHOICE IS SPECIFIED, THE PROXY
WILL BE VOTED AS IF THE SHAREHOLDER HAD SPECIFIED A VOTE IN FAVOUR.
THE PERSON OR PERSONS NAMED IN THE PROXY SHALL ALSO BE ENTITLED TO
VOTE THE SHARES REPRESENTED BY THE PROXY IN THEIR SOLE DISCRETION WITH
RESPECT TO AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE
NOTICE OF MEETING OR WITH RESPECT TO OTHER MATTERS WHICH MAY PROPERLY
COME BEFORE THE MEETING.
2. IF THE SHAREHOLDER DOES NOT WISH TO APPOINT THE PERSONS NAMED IN THE
INSTRUMENT OF PROXY, HE SHOULD STRIKE OUT THEIR NAMES AND INSERT IN
THE BLANK SPACE PROVIDED THE NAME OF THE PERSON HE WISHES TO ACT AS
HIS PROXY. SUCH OTHER PERSON NEED NOT BE A SHAREHOLDER OF THE
COMPANY.
3. The Instrument of Proxy will not be valid unless it is SIGNED by the
shareholder or by his attorney duly authorized by him in writing, or
in the case of a corporation, is executed under the corporate seal or
by an officer or officers or attorney for the corporation duly
authorized. IF THE INSTRUMENT OF PROXY IS EXECUTED BY AN ATTORNEY FOR
AN INDIVIDUAL SHAREHOLDER OR JOINT SHAREHOLDERS OR BY AN OFFICER OR
OFFICERS OR ATTORNEY OF A CORPORATE SHAREHOLDER NOT UNDER ITS
CORPORATE SEAL, THE INSTRUMENT SO EMPOWERING THE OFFICER OR OFFICERS
OR ATTORNEY, AS THE CASE MAY BE, OR A NOTARIAL COPY THEREOF, SHOULD
ACCOMPANY THE INSTRUMENT OF PROXY. If these instructions are not
followed, the Chairman of the meeting may determine that the Proxy is
unacceptable.
4. The Instrument of Proxy will not be used at the meeting or any
adjournment thereof unless the same is deposited with the Company's
transfer agent at least one (1) hour before the time for holding the
said meeting or any adjournment thereof. Please mail, fax or deliver
your proxy to the Company's transfer agent at the following address:
MONTREAL TRUST COMPANY OF CANADA
151 Front Street West
Suite 605
Toronto, Ontario
M5J 2N1
Attention: Proxy Department
CONSOLIDATED NEVADA GOLDFIELDS CORPORATION
To Registered and Non-Registered Shareholders
In accordance with National Policy Statement No. 41/Shareholder
Communication, beneficial shareholders may elect annually to have their
names added to an issuer's supplemental mailing list in order to receive
interim financial statements. If you are interested in receiving such
statements, please complete and return this form.
NAME:
ADDRESS:
POSTAL CODE:
(I certify that I am a beneficial shareholder)
SIGNATURE:
DATE:
