MCUR / LNG has AGM on June 9, 2023 No securities regulatory authority or stock exchange in Canada or any other jurisdiction has expressed an opinion about, or passed upon the fairness or merits of, the transaction described in this document, the securities issued pursuant to such transaction or the adequacy of the information contained in this document and it is an offense to claim otherwise.
MIND CURE HEALTH INC.
NOTICE OF SPECIAL MEETING OF SECURITYHOLDERS
to be held on June 9, 2023
and
MANAGEMENT INFORMATION CIRCULAR with respect to the Plan of Arrangement involving LNG ENERGY GROUP INC.
The Board of Directors of Mind Cure Health Inc. unanimously recommend that Mind Cure Securityholders vote FOR the Arrangement Resolution
May 12, 2023
All information contained in this Circular with respect to LNG Energy Group Inc. was supplied by LNG Energy Group Inc. for inclusion herein.
MIND CURE HEALTH INC.
NOTICE OF SPECIAL MEETING OF SECURITYHOLDERS
NOTICE IS HEREBY GIVEN that the special meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (the “Shares”) of Mind Cure Health Inc. (“Mind Cure” or the “Company”), the holders (the “Optionholders”) of options to purchase Shares (the “Options”), the holders (the “Warrantholders”) of certain warrants to purchase Shares (the “Warrants”, and those holders of the Shares, the Options and the Warrants, collectively, the “Securityholders”) will be held at the offices of Farris LLP on the 25th Floor, 700 West Georgia Street, Vancouver, British Columbia, V7Y 1B3 on Friday, June 9, 2023 at 10:00 a.m. (Vancouver Time) for the following purposes:
1. For Securityholders, to consider, and if thought fit, to pass, with or without variation, a special resolution (the “Arrangement Resolution”) authorizing and approving an arrangement (the “Arrangement”) under Division 5 of Part 9 of the Business Corporation’s Act (British Columbia), the full text of which is set out in the accompanying management information circular dated May 12, 2023 (the “Circular”), approving a plan of arrangement involving the Company and LNG Energy Group Inc.
2. For Shareholders, to consider, and if thought fit, to pass, with or without variation, a special resolution (the “Continuance Resolution”) authorizing and approving, conditional on completion of the Arrangement, a continuation from the laws of the Province of British Columbia to the laws of the Province of Ontario (the “Continuance”), the full text of which is set out in the accompanying Circular.
3. For Shareholders, to consider, and if thought fit, to pass, with or without variation, an ordinary resolution authorizing and approving, conditional on completion of the Arrangement, an equity incentive plan, the full text of which is set out in the accompanying Circular.
4. To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
Securityholders are encouraged to complete proxies where possible or appropriate before considering attending the Meeting in person. Specific details of the matters proposed to be put before the Meeting are set forth in the Circular. Securityholders are reminded to review the Circular before voting.
The board of directors of the company (the “Board”) unanimously recommends that Securityholders vote FOR the Arrangement Resolution and the Continuance Resolution.
The Board has, by resolution, fixed the close of business on May 9, 2023 as the record date (the “Record Date”), for the determination of the registered Securityholders entitled to receive notice of, and to vote at, the Meeting and any adjournment or postponement thereof. Only Securityholders whose names have been entered in the register of Securityholders and duly appointed proxyholders as of the close of business on the Record Date will be entitled to vote at the Meeting and any adjournment or postponement thereof. This Notice of Meeting is accompanied by the Circular and proxy forms. Mind Cure Shareholders will also receive a Letter of Transmittal in respect of the Arrangement.
Non-Registered Shareholders and Non-Registered Warrantholders (being Securityholders who beneficially own Shares or Warrants that are registered in the name of an intermediary such as a bank, trust corporation, securities broker or other nominee, or in the name of a depositary of which the intermediary is a participant) who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote or ask questions at the Meeting.
Whether or not you are able to attend the Meeting in person, you are encouraged to provide voting instructions in accordance with the instructions on the enclosed form of proxy or voting instruction form. To be included in the Meeting, proxies must be received by Computershare Investor Services Inc., Proxy Department, by mail or personal delivery to its office at 100 University Ave 8th Floor Toronto ON M5J 2Y1, by toll free North American phone number 1-866-732-8683, by fax at 1- 866-249-7775 (toll free within North America) or 1 (416) 263-9524 (outside North America), online at www.investorvote.com, or by hand delivery at 25th Floor, 700 West Georgia Street, Vancouver, British Columbia, V7Y 1B3, as soon as possible but at least by 10:00 a.m. (Vancouver Time) on June 7, 2023 or, if the Meeting is adjourned or
postponed, not later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of any adjourned or postponed Meeting. Please note that any proxy provided to you by your broker, investment dealer or other intermediary may require that you submit such proxy at an earlier time in accordance with the instructions therein. Notwithstanding the foregoing, the chairman of the Meeting has the sole discretion to accept proxies, subject to compliance with the Arrangement Agreement, received after such deadline but is under no obligation to do so.
Registered Shareholders have a dissent right (a “Dissent Right”) with respect to the Arrangement Resolution and the Continuance Resolution. Details of the Dissent Rights are set forth in the Circular, and any Shareholder who wishes to dissent in respect of the Arrangement or Continuance must strictly comply with those details for the Dissent Rights set out in the Circular. It is recommended that if you wish to exercise a Dissent Right you seek independent legal advice. Beneficial owners of Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to exercise a right of dissent should be aware that only registered Shareholders are entitled to dissent. Accordingly, a beneficial owner of Shares wishing to exercise Dissent Rights must make arrangements for beneficially owned Shares to be registered in his, her or its name prior, or make arrangements for the registered holder to dissent on his, her or its behalf in accordance with the dissent provisions set out in accompanying Circular.
Securityholders who have questions or need assistance with voting their Shares, Options or Warrants should contact Kingsdale Advisors by phone at 1-866-581-1490 (toll-free in North America) or 1- 647-251-9703 (collect outside North America) or by email at contactus@kingsdaleadvisors.com.
DATED at Vancouver, British Columbia, this 12th day of May, 2023.
BY ORDER OF THE BOARD
“Philip Tapley”
Philip Tapley
Chairman, Chief Executive Officer and Director