special meeting/consolidation
Does anyone have more information on the special meeting to vote on BOD, auditor and a potential consolidation (reverse split) of shares? What I saw at Fidelity is the language for shareholders to vote on?
Seems to be enabling a possible reverse split, although they call it a "consolidation." I presume it is for uplistng.
"BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE SHAREHOLDERS OF THE CORPORATION THAT:
(1) THE ARTICLES OF THE CORPORATION BE AMENDED TO CONSOLIDATE THE ISSUED AND OUTSTANDING COMMON SHARES OF THE CORPORATION (“COMMON SHARES”), ON THE BASIS OF A CONSOLIDATION RATIO TO BE SELECTED BY THE CORPORATION’S BOARD OF DIRECTORS, IN ITS SOLE DISCRETION, PROVIDED THAT (A) THE RATIO MAY BE NO SMALLER THAN ONE POST-CONSOLIDATION SHARE FOR EVERY FIVE PRE-CONSOLIDATION SHARES AND NO LARGER THAN ONE POST-CONSOLIDATION SHARE FOR EVERY 25 PRE-CONSOLIDATION SHARES, AND (B) THE NUMBER OF PRE-CONSOLIDATION SHARES IN THE RATIO MUST BE A WHOLE NUMBER OF COMMON SHARES;
(2) NO FRACTIONAL COMMON SHARES SHALL BE ISSUED IN CONNECTION WITH THE CONSOLIDATION AND, IN THE EVENT THAT A SHAREHOLDER WOULD OTHERWISE BE ENTITLED TO RECEIVE A FRACTIONAL SHARE UPON CONSOLIDATION, SUCH SHAREHOLDER SHALL HAVE SUCH FRACTIONAL SHARE CANCELLED;
(3) THE EFFECTIVE DATE OF SUCH CONSOLIDATION SHALL BE THE DATE SHOWN IN THE CERTIFICATE OF AMENDMENT ISSUED BY THE DIRECTOR APPOINTED UNDER THE CANADA BUSINESS CORPORATIONS ACT (THE “CBCA”) OR SUCH OTHER DATE INDICATED IN THE ARTICLES OF AMENDMENT;
(4) ANY ONE DIRECTOR OR OFFICER OF THE CORPORATION IS HEREBY AUTHORIZED TO EXECUTE AND DELIVER, FOR AND ON BEHALF OF THE CORPORATION, ALL SUCH DOCUMENTS AND TO DO ALL SUCH OTHER ACTS AND THINGS AS MAY BE CONSIDERED NECESSARY OR DESIRABLE TO GIVE EFFECT TO THIS RESOLUTION INCLUDING, WITHOUT LIMITATION, THE DELIVERY OF ARTICLES OF AMENDMENT IN THE PRESCRIBED FORM TO THE DIRECTOR APPOINTED UNDER THE CBCA; AND
(5) NOTWITHSTANDING THE FOREGOING, THE DIRECTORS OF THE CORPORATION ARE HEREBY AUTHORIZED, WITHOUT FURTHER APPROVAL OF THE SHAREHOLDERS OF THE CORPORATION, TO REVOKE THIS SPECIAL RESOLUTION AT ANY TIME PRIOR TO THE ENDORSEMENT BY THE DIRECTOR APPOINTED UNDER THE CBCA OF A CERTIFICATE OF AMENDMENT."