Proposed Name Change
To more accurately reflect the business of the Corporation following its change of business from an
investment company to a medical company under the rules of the Exchange, the Corporation intends to
change its name to “Medi-Volve Inc.”, or such other name as the Board may determine and that is
acceptable to the Exchange and applicable regulatory authorities (the “Name Change”). The Articles will
be amended to effect the Name Change. The Corporation has reserved the stock symbol “MEDV” with
the Exchange for such purpose.
The Board and management of the Corporation, after careful consideration of a number of factors, has
determined unanimously that the Name Change is in the best interests of the Corporation and its
Shareholders and authorized the submission of the Name Change to Shareholders for approval by
special resolution at the Meeting. The Name Change must be passed, with or without variation, by at
least two-thirds of the votes cast by the Shareholders present in person or by proxy at the Meeting.
Accordingly, at the Meeting, Shareholders will be asked to approve the following special resolution
approving the Name Change:
“BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
1. subject to QuestCap Inc. (the “Corporation”) first receiving all required regulatory and
Neo Exchange Inc. approvals, the name of the Corporation be changed to “Medi-Volve
Inc.” or such other name as may be approved by the board of directors of the Corporation
(the “Board”) and applicable regulatory authorities;
2. the articles of the Corporation be amended to reflect the foregoing;
3. the Board be and are authorized to file articles of amendment and all other requisite
documents with all applicable regulatory authorities in order to give effect to the name
change;
4. notwithstanding the passage of this resolution by the shareholders of the Corporation, the
Board may, without any further notice or approval of the shareholders of the Corporation,
decide not to proceed with the name change or to otherwise give effect to this resolution
at any time prior to the name change becoming effective and may revoke this resolution
without further approval of the shareholders at any time prior to the completion of the
transactions authorized by this resolution; and
5. any one or more of the directors or officers of the Corporation is hereby authorized and
directed, acting for, in the name of and on behalf of the Corporation, to execute or cause
to be executed, under the seal of the Corporation or otherwise, and to deliver or cause to
be delivered, such other documents and instruments, and to do or cause to be done all
such other acts and things, as may in the opinion of such director or officer of the
Corporation be necessary or desirable to carry out the intent of the foregoing resolution,
the execution of any such document or the doing of any such other act or thing by any
director or officer of the Corporation being conclusive evidence of such determination,
provided such actions are carried out within the limit of the law.”
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE APPROVAL OF
THE NAME CHANGE.
PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF
THE NAME CHANGE UNLESS A SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THE
COMMON SHARES ARE TO BE VOTED AGAINST SUCH SPECIAL RESOLUTION.