Alexandria Minerals Corp ALXDF

Approval of Share Consolidation 1 for 10 !

[Marine2]

For those that live in DENIAL

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

 

Approval of Share Consolidation 

At the Meeting, Shareholders will be asked to consider and, if thought appropriate, to approve, confirm and adopt, with or without variation, a special resolution to amend the articles of the Company to consolidate the Company’s issued and outstanding shares on the basis of one (1) new common share for up to every ten (10) old common shares outstanding as at the date of the Meeting (the “Share Consolidation”), with such ratio to be determined at the discretion of the Board. On a post-Share Consolidation basis, the Company will have, as of the effective date of the Share Consolidation, 47,820,286 common shares issued and outstanding, assuming completion on the basis of one (1) new common share for every ten (10) old common shares outstanding. All outstanding options, warrants and other rights to acquire securities of the Company, if any, will be affected by the Share Consolidation, in accordance with the adjustment provisions contained in the instruments giving rise to the issuance of such securities. 

It is the position of the Board that the Share Consolidation is in the best interests of the Company, its Shareholders and other stakeholders. Benefits to Shareholders include, but are not limited to: 

• Increased Investor Interest. The Company believes that the Share Consolidation will make investing in Alexandria more attractive to a broader range of institutional and professional investors and other members of the investing public. Many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced shares or which tend to discourage individual brokers from recommending low-priced shares to their clients. 

• Reduction in Transaction Costs. Shareholders are expected to benefit from lower trading costs associated with the anticipated higher share price post-Share Consolidation. Because brokers’ commissions on low-priced shares generally represent a higher percentage of the share’s price than commissions on higher-priced shares, a low average price per share can result in higher transaction costs. 

• Increased Liquidity in the Market. Liquidity in the trading of Alexandria’s Shares is expected to improve as a result of increased investor interest and lower transaction costs associated with the anticipated higher share price post-Share Consolidation. 

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• Increased Probability of Successful Future Financings. Financing at a low-price results in immediate substantial dilution to all shareholders. The anticipated higher Share price and improved liquidity post-Share Consolidation are expected to allow Alexandria to raise any needed capital through the sale of Shares which would otherwise be difficult in the absence of the Share Consolidation. 

• Reduced Price Volatility. The anticipated higher Share price post-Share Consolidation is expected to result in lower volatility in the price of the Company’s Shares. 

  At the Meeting, Shareholders will be asked to consider and, if thought appropriate, approve the following special resolution, with or without variation, to approve the proposed Share Consolidation: 

  "RESOLVED, as a special resolution, that: 

1. the issued and outstanding common shares of the Company be consolidated on the basis of one (1) new common share for up to every ten (10) old common shares outstanding as at the date hereof, with such ratio to be determined at the discretion of the directors; 

2. shareholders shall not be entitled to receive fractional common shares as a result of the consolidation and the number of common shares issuable on the consolidation shall be rounded down to the nearest full number of common shares; 

3. the directors of the Company are hereby authorized to revoke this special resolution before it is acted on, without any further approval or authorization of the shareholders of the Company; and 

4. any one director or officer of the Company be and is hereby authorized to do all such further acts and things and execute all such documents and instruments as may be necessary or desirable to give effect to the matters contemplated by this special resolution, including but not limited to the filing of articles of amendment under the Canada Business Corporations Act." 

Management recommends that the shareholders vote in favour of the special resolution to approve the Share Consolidation as set out above. In order for the special resolution to approve the Share Consolidation to be effective it must be approved by the affirmative vote of a majority of not less than two-thirds of the votes cast in respect thereof by Shareholders present in person or by proxy at the Meeting. In the absence of contrary directions, the persons named in the enclosed form of proxy intend to vote in favour of the approval of the Share Consolidation. 

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