Weston wrote:
RELEVIUM TECHNOLOGIES INC.
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TAKE NOTICE that an Annual and Special Meeting of Shareholders (the “Meeting”) of RELEVIUM TECHNOLOGIES INC. (the “Corporation”) will be held virtually:
Videoconference: Date:
Time:
The purposes of the Meeting are to:
Zoom https://us02web.zoom.us/j/88310231456 September 30, 2022
10 a.m.
1. Receive and consider the financial statements of the Corporation for the fiscal year ended June 30, 2019 and the auditors’ report thereon;
2. Receive and consider the financial statements of the Corporation for the fiscal year ended June 30, 2020 and the auditors’ report thereon;
3. Elect directors;
4. Appoint the auditor of the Corporation and authorize the directors to fix its remuneration;
5. Approve the 2022 10% “rolling” Stock Option Plan as described in the accompanying Information Circular;
6. Consider, and if deemed advisable adopt a resolution in the form contained within the management information circular, approving the consolidation of the common shares on a maximum basis of up to 25:1 of the Corporation until the next meeting of shareholders;
7. Transact such other business as may properly be brought before the Meeting.
Only persons registered as shareholders on the records of the Corporation as of the close of business on August 26, 2022 are entitled to receive notice of, and to vote or act at, the Meeting. No person who becomes a shareholder after August 26, 2022 will be entitled to vote or act at the Meeting or any adjournment thereof.
If you are unable to attend the Meeting in person, please date, complete and sign the enclosed form of proxy and deliver it to Computershare Investor Services Inc. (i) by mail or hand delivery to Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, or (ii) by facsimile to
416-263-9524 or
1-866-249-7775. A shareholder may also vote using the Internet at www.investorvote.com or by telephone at
1-866-732-8683. In order to be valid and acted upon at the Meeting, the form of proxy must be received no later than 5:00 p.m. (eastern time) on September 28, 2022 or be deposited with the Secretary of the Corporation before the commencement of the Meeting or any adjournment thereof.
DATED at Montreal, Qubec on August 30, 2022
BY ORDER OF THE BOARD OF DIRECTORS
(signed) Aurelio Useche
President and Chief Executive Officer
MANAGEMENT INFORMATION CIRCULAR
SOLICITATION OF PROXIES BY MANAGEMENT
This Management Information Circular (the “Circular”) is furnished in connection with the solicitation by the management of Relevium Technologies Inc. (the “Corporation”) of proxies to be used at the Annual and Special Meeting of shareholders (the “Meeting”) of the Corporation to be held at the time and place and for the purposes set out in the Notice of Meeting. It is expected that the solicitation will be made primarily by mail. However, officers and employees of the Corporation may also solicit proxies by telephone, telecopier, e-mail or in person. The total cost of solicitation of proxies will be borne by the Corporation. Information contained herein is given as of the date hereof unless otherwise specifically stated.
INTERNET AVAILABILITY OF PROXY MATERIALS
Rules adopted by the Canadian securities administrators, known as the “notice and access” distribution option, allow companies to send to shareholders a notice to the effect that proxy materials are available via the Internet, rather than mailing full sets of proxy materials to them. This year, the Corporation chose to mail full sets of proxy materials to shareholders. In the future, the Corporation may take advantage of the “notice and access” distribution option. If in the future the Corporation chooses to send such notices to shareholders, the notices will contain instructions on how shareholders can gain access to the Corporation’s notice of meeting and management information circular via the Internet. The notices will also contain instructions on how shareholders can ask that proxy materials be delivered to them electronically or in printed form on a one-time or ongoing basis.
APPOINTMENT AND REVOCATION OF PROXIES
Appointment of Proxy
Shareholders who hold their shares directly in their respective names (referred to herein as “Registered Shareholders”) who are unable to attend the Meeting in person are requested to complete and sign the enclosed form of proxy and to deliver it to Computershare Investor Services Inc. (i) by mail or hand delivery to Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, or (ii) by facsimile to
416-263-9524 or
1-866-249-7775. A Registered Shareholder may also vote using the internet at www.investorvote.com or by telephone at
1-866-732-8683. In order to be valid and acted upon at the Meeting, the form of proxy must be received no later than 5:00 p.m. (eastern time) on September 28, 2022 or be deposited with the Secretary of the Corporation before the commencement of the Meeting or any adjournment thereof.
The document appointing a proxy must be in writing and executed by the Registered Shareholder or his attorney authorized in writing or, if the Registered Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.
A Registered Shareholder submitting a form of proxy has the right to appoint a person (who need not be a shareholder) to represent him or her at the Meeting other than the persons designated in the form of proxy furnished by the Corporation. To exercise that right, the name of the Registered Shareholder’s appointee should be legibly printed in the blank space provided. In addition, the Registered Shareholder should notify the appointee of such person’s appointment, obtain such person’s consent to act as appointee and instruct the appointee on how the Registered Shareholder’s shares are to be voted.
Shareholders who are not Registered Shareholders should refer to “Notice to Beneficial Holders of Shares” below.
Revocation of Proxy
A Registered Shareholder who has submitted a form of proxy as directed hereunder may revoke it at any time prior to the exercise thereof. If a Registered Shareholder who has given a proxy personally attends the Meeting at which that proxy is to be voted, that Registered Shareholder may revoke the proxy and vote in person. In addition to the revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Registered Shareholder or his attorney or authorized agent and deposited with (i) Computershare Investor Services Inc. at any time up to 5:00 p.m. (eastern time) on September 28, 2022 by mail or by hand delivery to Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, or by facsimile to
416-263-9524 or
1-866-249-7775, (ii) at the registered office of the Corporation at any