RE:RE:RE:RE:RE:NOTICE OF ANNUAL GENERAL AND SPECIAL MEETINGI agree with MAZZMEX
Here is the wording from from SEDAR
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERSto be held January 19, 2021 NOTICE OF MEETING AND INFORMATION CIRCULAR
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Resolution for Approval of the Share Consolidation
At the Meeting, shareholders of the Corporation will be asked to pass the Share Consolidation Resolution, the text of which is set out below, amending the articles of the Corporation to reflect the consolidation of its current issued and outstanding Common Shares in accordance with the Consolidation Ratio.
The Share Consolidation is subject to the approval of the TSXV.
The Board recommends that the shareholders vote FOR the Share Consolidation Resolution which ratifies, confirms and approves the Share Consolidation.
“RESOLVED THAT:
1.the articles of the Corporation be amended to:
(a)consolidate all of the issued and outstanding common shares of the Corporation on the basis of the Consolidation Ratio (as that term is defined in the management information circular of the Corporation dated December 16, 2020), with the final ratio to be determined by the Board in its sole discretion (the “Share Consolidation”);
and(b)any fractional interest of 0.5 or more of a common share resulting from the Share Consolidation will be rounded up to the nearest whole common share and any fractional interest of less than 0.5 of a common share resulting from the Share Consolidation will be rounded down to the nearest whole common share;
2.notwithstanding that this special resolution has been duly passed by the shareholders of the Corporation, the Board is hereby authorized, at any time in its absolute discretion, to determine the Consolidation Ratio or revoke the resolution without further approval, ratification or confirmationby the shareholders, at any time prior to the endorsement by the Director appointed under the Business Corporations Act (Ontario) of a certificate of amendment in respect of the consolidation; and
{L1970751.1}14
3.any one director or officer of the Corporation be and is hereby authorized and directed, for and on behalf of the Corporation, to execute and deliver or file such documents and instruments and to do all such other acts and things as are required or as such director or officer, in such director’s or officer’s sole discretion, may deem necessary to give full effect to or carry out the provisions of the above resolution.
”The Share Consolidation Resolution must be passed by at least two-thirds of the votes cast by the shareholders present in person or represented by proxy at the Meeting.
Even if the Share Consolidation Resolution is approved by shareholders at the Meeting, the Board will have the discretion not to proceed with the Share Consolidation.
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{L1970751.1}1
1 Implementation of the Share Consolidation
The Share Consolidation will become effective once each of the following conditions has been satisfied:
(i)approval of the Share Consolidation Resolution (as defined below) by at least two-thirds of the votes cast by the shareholders present in person or represented by proxy at the Meeting;
(ii)approval of the TSX Venture Exchange (“TSXV”); and
(iii)filing of the Corporation’s articles of amendment under the Business Corporations Act (Ontario) (the “OBCA”).
Under the terms of the Share Consolidation Resolution and notwithstanding the approval of the Share Consolidation Resolution, the Board will retain the discretion to determine the Consolidation Ratio or revoke the Share Consolidation Resolution and not proceed with the Share Consolidation without further approval of the shareholders.
If approved by the shareholders, the Board, in its discretion, if at all, shall make the decision with respect to the timing of the Share Consolidation.