RE:AGMYou're half right.
AGM on the 11
th day of May 2023 at the hour of 8:00 a.m. MDT. You may not see any news until tonight or tomorrow when they release results of the voting etc.
This is definitely not a share buyback for $42 million. Don't ask me to explain it ( CAUSE I DON'T).
Isolated a couple of key sentences IMO.
6. Approval of the Reduction of the Corporation’s Stated Capital of Common Shares Under the
Business Corporations Act (Alberta) (“ABCA”), a corporation may not declare or pay a dividend or purchase its
own shares if, among other things, there are reasonable grounds for believing that the realizable value of its assets would,
as a result of the declaration or payment of the dividend or the repurchase of its shares, be less than the aggregate of its
liabilities and stated capital of all classes of its shares. The Corporation is authorized to issue an unlimited number of Common Shares with no par value. It is proposed that the
stated capital of the Common Shares be reduced by $42 million. A corresponding increase will be made to the Corporation’s
contributed surplus account. The purpose of reducing the stated capital of the Common Shares is to reduce the aggregate of
liabilities and stated capital and increase the difference between such amount and the realizable value of the Corporation’s
assets.
A reduction of the stated capital of the Common Shares provides the Corporation with additional flexibility to declare
or pay dividends and make purchases of Common Shares under a normal course issuer bid or other form of issuer bid.
The
proposed reduction of the stated capital of the Common Shares will have no impact on our day-to-day operations and will
not alter our debt arrangements and financial condition. The ABCA provides that a corporation shall not reduce its stated capital if there are reasonable grounds for believing that (i)
the corporation is, or would after the reduction be, unable to pay its liabilities as they become due, or (ii) the realizable value
of the corporation’s assets would thereby be less than the aggregate of its liabilities. The Corporation does not have
reasonable grounds to believe that (i) it is, or would after the proposed reduction of stated capital be, unable to pay its
liabilities as they become due, or (ii) the realizable value of the Corporation’s assets would, as a result of the proposed
reduction of stated capital, be less than the aggregate of the Corporation’s liabilities. The following is a summary of certain Canadian federal income tax considerations applicable to shareholders in respect of
the reduction of the stated capital of the Common Shares. This summary is of a general nature only and is not intended to
constitute, nor should it be construed to constitute, legal or tax advice to any particular shareholder. Shareholders are advised
to consult their own tax advisors regarding the consequences to them of the reduction of the stated capital of the Common
Shares, taking into account their own particular circumstances and any applicable foreign, provincial or territorial legislation. This summary is based on the current provisions of the
Income Tax Act (Canada) (the “Tax Act”) and the published
administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) publicly available prior to the
date hereof. This summary also takes into account all specific proposals to amend the Tax Act publicly announced by or on
behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and assumes that all Tax Proposals
will be enacted in the form proposed. However, there can be no assurance that the Tax Proposals will be enacted in their
current form or at all. Except for the Tax Proposals, this summary does not take into account or anticipate any changes in law
or any changes in the administrative policies or assessing practices of the CRA, whether by legislative, regulatory,
administrative or judicial decision or action, nor does it take into account or consider any provincial, territorial or foreign tax
considerations, which may differ significantly from the Canadian federal income tax considerations described herein. The reduction of the stated capital of the Common Shares will not result in any immediate Canadian income tax consequences
to shareholders. Since no amount will be paid by the Corporation on the reduction, none of the shareholders will be deemed
to have received a dividend and there will not be any reduction of the adjusted cost base of the Common Shares to the
shareholders as a result of the reduction of the stated capital of the Common Shares. The reduction of the stated capital of
the Common Shares will reduce the “paid-up capital” of the Common Shares for purposes of the Tax Act by an amount equal
to the reduction of stated capital. The reduction of paid-up capital of the Common Shares may have future Canadian federal
24 income tax consequences to a shareholder, including, but not limited to, if the Corporation repurchases any Common Shares,
on a distribution of assets by the Corporation or if the Corporation is wound-up. At the Meeting, the following special resolution will be placed before shareholders for consideration and approval: WHEREAS it is the intention of the Corporation that the increase to the contributed surplus account of McCoy Global shall not
be used to reduce any accounting deficits. “BE IT RESOLVED as a special resolution of the Corporation that: 1. The stated capital of the Common Shares of the Corporation be reduced by $42 million, and the $42 million
reduction of stated capital be deducted from the stated capital account maintained for the Common Shares of
the Corporation and an offsetting increase shall be made to the contributed surplus account of the Corporation. 2. Any one or more directors or officers of the Corporation are hereby authorized to execute and deliver, whether
under corporate seal or otherwise, all such agreements, instruments, notice, consents, acknowledgements,
certificates and documents (including any documents required under applicable laws or regulatory policies)
and to perform and do all such other acts and things, as any such director or officer in his or her discretion may
consider to be necessary or advisable from time-to-time to give effect to this resolution. In order to be approved the foregoing special resolution is required to be passed by a majority of not less than 2/3 of the
votes cast by the shareholders who vote in respect of the resolution in person or by proxy at the Meeting. Unless otherwise directed, it is the intention of the Management Designees to vote proxies in favour of this special
resolution approving the reduction of the Corporation’s Stated Capital of Common Shares. In order for the resolution
approving the reduction of the Corporation’s Stated Capital to be effective, it must be approved by the affirmative vote of a
majority of the votes cast in respect thereof by shareholders present in person or represented by proxy at the Meeting