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AAPKI Ventures Inc. — AGM Information 2021
Feb 25, 2021
47260_rns_2021-02-25_d2513c27-6153-4db0-8f5e-39b9334aeed2.pdf
AGM Information
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PUSHFOR INVESTMENTS INC.
Suite 210, 9648-128[th] Street, Surrey, BC V3T 2X9
Tel: 604-357-4730 Fax : 604-592-6882
CSE:PUSH FF:713
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 25, 2021
TO: The Shareholders of Pushfor Investments Inc.
TAKE NOTICE that the annual general meeting (the “Meeting”) of the shareholders of Pushfor Investments Inc. (“Pushfor” or the “Company”) will be held at Suite 210, 9648-128[th] Street, Surrey, BC, on Thursday, March 25, 2021 at 9:30 a.m. (Vancouver time) for the following purposes:
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To receive the audited financial statements of the Company for the year ended September 30, 2019 and the report of the auditor on those statements.
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To fix the number of directors for the ensuing year at four (4).
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To elect directors for the ensuing year.
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To appoint the auditor for the Company for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor.
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To transact such other business as may properly come before the Meeting or any adjournments thereof.
The Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Also accompanying this Notice and the Circular is a transmittal for use in the event of a consolidation, a Request for Financial Statements and form of proxy for use at the Meeting. Any adjourned meeting resulting from an adjournment of the Meeting will be held at a time and place to be specified at the Meeting. Only shareholders of record at the close of business on February 18, 2021 will be entitled to receive notice of and vote at the Meeting.
A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. If you are unable to attend the Meeting in person, please read the Information Circular and enclosed proxy (the “Proxy”) and then complete, sign, date and return the Proxy, together with the power of attorney or other authority, if any, under which it was signed or a notarially certified copy to the Company’s registrar and transfer agent, Odyssey Trust Company, 323-409 Granville Street, Vancouver, BC V6C 1T2 at least 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or any adjournment. Failure to do so may result in your shares not being voted at the Meeting.
Meeting attendees will be required to adhere to the COVID-19 requirements to wear masks and maintain social distancing.
DATED at Surrey, British Columbia, this 18[th] day of February, 2021
PUSHFOR INVESTMENTS INC.
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PUSHFOR INVESTMENTS INC.
INFORMATION CIRCULAR
The information contained in this Information Circular, unless otherwise indicated, is as of February 18, 2021.
This Information Circular is being mailed by the management of the Company to registered shareholders of the Company on February 18, 2021, which is the date that is the record date, used to determine the shareholders who are entitled to receive notice of the Meeting.
This Information Circular is furnished in connection with the solicitation of proxies by and on behalf of management for use at the annual general meeting of the shareholders of the Company that is to be held on Thursday, March 25, 2021 at 9:30 a.m. (Vancouver time) at Suite 210, 9648-128[th] Street, Surrey, BC V3T 2X9.
The solicitation of proxies will be primarily by mail. Certain employees or directors of the Company may also solicit proxies by telephone or in person. The cost of solicitation will be borne by the Company.
Under Pushfor’s Articles, the quorum for a Meeting is at least one shareholder, either present or represented by proxy. If such a quorum is not present in person or by proxy, the Meeting will be rescheduled.
PART 1 – VOTING
HOW A VOTE IS PASSED
All matters that will come to a vote at the Meeting, as described in the attached Notice of Meeting, are ordinary resolutions and can be passed by a simple majority – that is, if more than half of the votes that are cast are in favor, then the resolution is approved (an “ordinary resolution”) unless the motion requires a special resolution in which case 2/3 of the votes cast will be required (a “special resolution”).
WHO CAN VOTE?
If you are a registered shareholder of Pushfor as at February 18, 2021, you are entitled to notice of and to attend at the Meeting and cast a vote for each share registered in your name on all resolutions put before the Meeting. If the shares are registered in the name of a Company, a duly authorized officer of the Company may attend on its behalf, but documentation indicating the officer’s authority should be presented at the Meeting. If you are a registered shareholder but do not wish to, or cannot, attend the Meeting in person you can appoint someone who will attend the Meeting and act as your proxy holder to vote in accordance with your instructions (see “ VOTING BY PROXY ” below). If your shares are registered in the name of a “nominee” (usually a bank, trust company, securities dealer or other financial institution) you should refer to the section entitled “BENEFICIAL SHAREHOLDERS”, below.
It is important that your shares be represented at the Meeting regardless of the number of shares you hold. If you will not be attending the Meeting in person, the Company invites you to complete, date, sign and return your form of proxy as soon as possible so that your shares will be represented.
VOTING BY PROXY
If you do not come to the Meeting, you can still make your votes count by voting over the internet or via the
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telephone (see proxy for instructions) or by appointing someone who will be there to act as your proxy holder. You can either tell that person how you want to vote or you can let him or her decide for you. You can do this by completing a form of proxy.
WHAT IS A PROXY?
A form of proxy is a document that authorizes someone to attend the Meeting and cast your votes for you. A form of proxy is enclosed with this Information Circular. You should use it to appoint a proxy holder, although you can also use any other legal form of proxy.
In order to be valid, you must return the completed form of proxy to Pushfor’s transfer agent, Odyssey Trust by by mail to Proxy Department, 323[-409 ] Granville Street, Vancouver, BC V6C 1T2 not later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any adjournment thereof, or you may vote online in accordance with the instructions on the Proxy form.
APPOINTING A PROXYHOLDER
You can choose any individual to be your proxy holder. It is not necessary for the person whom you choose to be a shareholder. To make such an appointment, simply fill in the person’s name in the blank space provided in the enclosed form of proxy. To vote your shares, your proxy holder must attend the Meeting. If you do not fill a name in the blank space in the enclosed form of proxy, the persons named in the form of proxy will be deemed to be appointed to act as your proxy holder. Such persons are directors, officers or other representatives of Pushfor (the “ Management Proxy holders ”).
INSTRUCTING YOUR PROXY
You may indicate on your form of proxy how you wish your proxy holder to vote your shares. To do this, simply mark the appropriate boxes on the form of proxy. If you do this, your proxy holder must vote your shares according to your instructions.
If you do not give any instructions as to how to vote on a particular issue to be decided at the Meeting, your proxy holder can vote your shares as he or she thinks fit.
At the time of printing this Information Circular, the management of Pushfor is not aware of any other matter to be presented for action at the Meeting. If, however, other matters do properly come before the Meeting, the persons named on the enclosed form of proxy will vote on them in accordance with their best judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters.
If you have appointed the Management Proxy holders as your proxy holder, they will, unless you give contrary instructions, vote your shares at the Meeting as follows:
FOR the election of the proposed nominees as directors;
FOR the appointment of an auditor of Pushfor;
FOR the resolution to authorize the directors to fix the remuneration to be paid to the auditor;
FOR other business.
REVOKING YOUR PROXY IF YOU CHANGE YOUR MIND
If you want to revoke your proxy after you have delivered it, you can do so at any time before it is used. You may do this by
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(a) attending the Meeting and voting in person;
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(b) signing a proxy bearing a later date;
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(c) signing a written statement which indicates, clearly, that you want to revoke your proxy and delivering this signed written statement to Pushfor at Suite 210, 9648-128[th] Street, Surrey, BC V3T 2X9; or
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(d) any other manner permitted by law.
Your proxy will only be revoked if a revocation is received by 5:00 in the afternoon (Vancouver time) on the last business day before the day of the Meeting, or any adjournment thereof, or delivered to the person presiding at the Meeting before it (or any adjournment) commences. If you revoke your proxy and do not replace it with another that is deposited with us before the deadline, you can still vote your shares but to do so you must attend the Meeting in person.
Only registered shareholders may revoke a proxy. If your shares are not registered in your own name and you wish to change your vote, you must, at least 7 days before the Meeting, arrange for your nominee to revoke your proxy on your behalf (see below under “Non-Registered Shareholders”).
REGISTERED SHAREHOLDERS
Registered Shareholders may wish to vote by Proxy whether or not they are able to attend the Meeting in person. Registered Shareholders electing to submit a Proxy may do so by completing, dating and signing the enclosed form of Proxy and returning it to the Company's transfer agent Odyssey Trust Company, 323-409 Granville Street, Vancouver, B.C., V6C 1T2, not less than 48 hours (excluding Saturdays and holidays) before the time fixed for the Meeting or any adjournment(s) or postponement(s) of the Meeting., or by voting online as set out in the form.
BENEFICIAL SHAREHOLDERS
The following information is of importance to shareholders who do not hold common shares in their own name.
Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of the Company as the registered holders of Common shares) or as set out in the following disclosure.
If Common shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common shares will not be registered in the shareholder’s name on the records of the Company. Such Common shares will more likely be registered under the names of the shareholder’s broker or an agent of that broker (an “intermediary”). In the United States, the vast majority of such Common shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).
Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients.
There are two kinds of Beneficial owners - those who object to their name being made known to the issuers of securities which they own (called “OBOs” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called “NOBOs” for Non-Objecting Beneficial Owners).
The Company is taking advantage of the provisions of National Instrument 54-101 “Communication with Beneficial Owners of Securities of a Reporting Issuer” that permit it to directly deliver proxy-related materials to its NOBOs. As a result NOBOs can expect to receive a scannable Voting Instruction Form (“VIF”). These VIFs are to be completed and returned to Odyssey (“Odyssey”) in the envelope provided or voted online as described on the VIF itself which contains complete instructions. Odyssey will tabulate the results of the VIFs received from NOBOs and provide those results to the Meeting chair.
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These security holder materials are being sent to both registered and non-registered owners of the securities of the Company. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.
Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their Common shares are voted at the Meeting.
The form of proxy supplied to you by your broker will be similar to the proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your Common shares on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in the United States and in Canada. Broadridge mails a VIF in lieu of a proxy provided by the Company. The VIF will name the same persons as the Company’s Proxy to represent your Common shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), other than any of the persons designated in the VIF, to represent your Common shares at the Meeting and that person may be you. To exercise this right, you should insert the name of the desired representative (which may be yourself) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common shares to be represented at the Meeting and the appointment of any shareholder’s representative.
If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Common shares voted or to have an alternate representative duly appointed to attend and to vote your Common shares at the Meeting.
PART 2 - VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
OUTSTANDING PUSHFOR SHARES
The Company has only one class of shares entitled to be voted at the Meeting, namely, common shares. Each shareholder is entitled to one vote per share registered in his or her name. According to the records of the Company’s Transfer Agent as of February 18, 2021 there were 120,680,441 common shares issued and outstanding.
PRINCIPAL HOLDERS OF PUSHFOR SHARES
Only those common shareholders of record on February 18, 2021 will be entitled to vote at the Meeting or any adjournment thereof. To the knowledge of the directors and executive officers of the Company, there is no shareholder that beneficially owns, directly or indirectly, or exercises control or direction over shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company which have the right to vote in all circumstances.
PART 3 - THE BUSINESS OF THE MEETING
PARTICULARS OF MATTERS TO BE ACTED UPON
To the knowledge of the Company’s directors, the only matters to be dealt with at the Meeting are those matters set forth in the accompanying Notice of Meeting relating to:
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i) receiving and considering the financial statement of the Company for the fiscal year ended September 30, 2019;
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ii) fixing the directors at three (3);
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iii) appointing auditors for the ensuing year and to authorize the directors to fix their remuneration;
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iv) any other business that properly arises during the Meeting.
FINANCIAL STATEMENTS
The audited financial statements of the Company for the year ended September 30, 2019 will be placed before you at the Meeting. A copy of these financial statements, together with the auditor’s report thereon, and Management’s Discussion and Analysis, were mailed to those shareholders who returned the ‘request for annual and interim financial statement return card’, that is mailed to shareholders in connection with the Company’s annual general meeting and indicated to the Company that they wished to receive these documents. Shareholders can request a copy of our future financial statements and MD&A by completing our supplemental request card which accompanies the Notice of Meeting and this Information Circular. These financial statements and MD&A are also available for review on SEDAR.
ELECTION OF DIRECTORS
Directors of the Company are elected for a term of one year. The term of office of each of the nominees proposed for election as a director will expire at the Meeting, and each of them, if elected, will serve until the close of the next annual general meeting, unless he resigns or otherwise vacates office before that time. Under Pushfor’s Articles and pursuant to the applicable legislation, the number of directors cannot be fewer than three (3). Currently there are three (3) directors. Management proposes to nominate the persons named under the heading “Nominees for Election” below for election as directors of the Company. This requires the approval of the shareholders of the Company by an ordinary resolution, which approval will be sought at the Meeting.
NOMINEES FOR ELECTION
The following information relating to the nominees for directors is based partly on the Company’s records and partly on information received by the Company from the nominees, it states the name of each person proposed to be nominated by management for election or re-election as a director, all offices of the Company now held by him, his principal occupation, the period of time for which he has been a director of the Company and the number of common shares of the Company beneficially owned by him, directly or indirectly, or over which he exercises control or direction, as at the date hereof.
While management does not contemplate that the nominees will be unable to serve as directors, if prior to the Meeting a vacancy occurs in this slate of nominees for any reason, the management representative(s) designated in the Proxy solicited in respect of the Meeting shall have the discretionary authority to vote for the election of any other person as director. Proxies received by the directors on which no designation is made will be voted for the nominees for election as directors or any substitute nominee thereof as may be determined by management, if necessary.
| Name, Municipality of Residence and Position with Company |
Present Principal Occupation |
Director Since |
Shares Owned |
|---|---|---|---|
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| Tajinder Johal Director CEO/Interim CFO Delta, B.C. |
Mr. Johal is a local businessman and is the owner and President of his own business, Sports Unlimited, located in Delta, B.C.. Mr. Johal brings many years of business experience to the Company. |
Jan.21,2021 |
Nil |
|---|---|---|---|
| Jatinder Bains Director Ontario |
Mr. Bains graduated from BCIT in 1980 with credentials as a Chemical | Jan.21, 2021 |
Nil |
| Engineer. He has been employed for Norwall Group as Operations Manager | |||
| for the past seven years. As such his responsibilities involve ensuring | |||
| that business operations are efficient in terms of using as few resources as | |||
| needed, and effective in terms of meeting customer requirements. | |||
| Parmjeet Johal Director Surrey, B.C. |
After obtaining his bachelor of pharmacy degree from the University | February 8, 2021 |
Nil |
| of British Columbia, Mr. Johal began his pharmacy career in the small | |||
town of Squamish, BC. For the next 15 years he owned and operated |
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| a very successful community pharmacy in Squamish. He has served | |||
on the board of directors for the Chamber of Commerce, Big Brothers |
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| Big Sisters and Recreation Commission. Mr. Johal has not only | |||
owned pharmacy businesses but he has also managed a number of |
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| pharmacies around the lower mainland of Greater Vancouver area. He | |||
has also developed and implemented numerous humanity programs in |
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| an around Greater Vancouver, B.C. | |||
The Company’s management recommends that shareholders vote in favor of the nominees for election as directors. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the election of the nominees as directors of the Company for the ensuing year.
CORPORATE CEASE TRADE ORDERS OR BANKRUPTCY
Save and except as set out below, as of the date of this Information Circular, no proposed nominee for election as a director of the Company is, or has been, within ten years before the date of this Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity:
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(a) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days.
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(b) was subject to an event that resulted, after the director or executive officer ceased to be director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period or more than 30 consecutive days; or
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(c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
PENALTIES OR SANCTIONS
Save and except as set forth below, as of the date of this Information Circular, no proposed nominee for election as a director of the Company is, or has been, subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely to be considered important to a reasonable investor making an investment decision.
PERSONAL BANKRUPTCY
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As of the date of this Information Circular, no proposed nominee for election as a director of the Company has, within the ten years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.
CONFLICTS OF INTEREST
The directors of the Company are required by law to act honestly and in good faith with a view to the best interest of the Company and to disclose any interests which they may have in any project or opportunity of the Company. If a Conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his interest and abstain from voting on such matter. In determining whether or not the Company will participate in any project or opportunity, that directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.
Except as disclosed in this Information Circular, to the best of the Company’s knowledge, there are no known existing or potential conflicts of interest among the Company and its promoters, directors, officers or other members of management as a result of their outside business interests except that certain of the directors, officers, promoters and other members of management may from time to time serve as directors, officers, promoters and members of management of other public companies, and therefore it is possible that a conflict may arise between their duties as a director, officer, promoter or member of management of those other companies.
APPOINTMENT OF THE AUDITOR
During the financial year ended September 30, 201, Davidson & Company, LLP were auditors for the Company. The Company will replace Davidson & Company with a new auditor for the ensuing year and for the audit of the 2020 fiscal year.
Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the reappointment of a new auditor as the auditor of the Company until the close of the next annual meeting and also intend to vote FOR the proposed resolution to authorize the Board of Directors to fix the remuneration to be paid to the auditor.
ADDITIONAL BUSINESS
At the Meeting, the Shareholders will also transact such further or other business as may properly come before the Meeting or any adjournments thereof. Management of Pushfor knows of no amendments, variations or other matters to come before the Meeting, other than the matters referred to in the accompanying Notice of Annual Meeting. However, if any other matter properly comes before the Meeting, the persons set forth in the accompanying Instrument of Proxy, if named as proxy, will vote on such matter in accordance with their best judgment.
PART 4 – DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
As defined under applicable securities legislation, the Company had one "Named Executive Officers" during the financial year ended September 30, 2019 as set out below:
Aram Ayrapetian - Chief Executive Officer and interim Chief Financial Officer.
COMPENSATION DISCUSSION AND ANALYSIS
Given the Company’s current size and stage of development, the Board of Directors has not established a formal compensation committee. It is the Board as a whole who is responsible for determining the final compensation to be granted to the Company’s executive officers and directors to ensure that such arrangements reflect the
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responsibilities and risks associated with each position. Management directors are required to abstain from voting in respect of their own compensation thereby providing the independent members of the Board with considerable input as to executive compensation. The Board’s compensation philosophy is aimed at attracting and retaining quality and experienced people which is critical to the success of the Company and may include a "pay-for-performance" element which supports the Company’s commitment to delivering strong performance for the Shareholders.
The Board annually reviews the corporate goals and objectives relevant to executive compensation; evaluates each executive officer’s performance in light of those goals and objectives and sets the executive officer’s compensation level based, in part, on this evaluation. The Board also takes into consideration the Company’s overall performance, shareholder returns, the value of similar incentive awards to executive officers at comparable companies and the awards given to executive officers in past years.
The Company has no arrangements, standard or otherwise, under which Directors are compensated for their services in their capacity as Directors, or for committee participation or involvement in special assignments during the most recently completed financial year or subsequently, up to and including the date of this Information Circular.
Stock options are an important part of the Company’s incentive strategy for its directors and officers, permitting them to participate in any appreciation of the market value of the Company’s shares over a stated period of time, and is intended to reinforce commitment to long-term growth and shareholder value. Stock options reward overall corporate performance as measured through the price of the Company’s shares and enables executives to acquire and maintain an ownership position in the Company.
Stock options grants may be made periodically to ensure that the number of options granted to any particular officer or director is commensurate with the officer’s level of ongoing responsibility within the Company. The Board will evaluate the number of options an officer has been granted, the exercise price of the options and the term remaining on those options when considering further grants.
The directors are entitled to be reimbursed for reasonable expenditures incurred in performing their duties as directors and may receive cash bonuses from time to time which the Company awards to directors for serving in their capacity as a member of the board. Executive officers who also act as directors of the Company do not receive any additional compensation for services rendered in their capacity as directors.
Directors are entitled to participate in the Company’s stock option plan, which is designed to give each option holder an interest in preserving and maximizing shareholder value in the longer term. Individual grants are determined by an assessment of each individual director’s current and expected future performance, level of responsibilities and the importance of their position and contribution to the Company.
The table below sets out certain information respecting the compensation, excluding compensation securities, paid to the executive officers and directors in the past three fiscal years.
| Table of compensation excluding compensation | Table of compensation excluding compensation | Table of compensation excluding compensation | Table of compensation excluding compensation | securities | |||
|---|---|---|---|---|---|---|---|
| Name and position |
Year | Salary, consulting fee, retainer or commission ($) |
Bonus ($) |
Committee or meeting fees ($) |
Value of perquisites ($) |
Value of all other compensation ($) |
Total compensation ($) |
| Sonny Janda [former Director/CEO and CFO |
2017 2018 |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
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| Jatinder Bains, (Former Director) |
2017 | Nil | Nil | Nil | Nil | Nil | Nil |
|---|---|---|---|---|---|---|---|
| Ayub Khan (former) CEO/CFO and Director |
2016 2017 |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
| Aram Ayrapetian (former)Director /CEO & CFO |
2018 2019 |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
| Carlo Bonacci (former)Director |
2018 2019 |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
| Robert Rosner (former)Director |
2018 |
Nil | Nil | Nil | Nil | Nil | Nil |
| Carmelo Bisognano (former) Director |
2019 | Nil | Nil | Nil | Nil | Nil | Nil |
Compensation Securities
| Compensation Securities | Compensation Securities | Compensation Securities | Compensation Securities | Compensation Securities | Compensation Securities | Compensation Securities | Compensation Securities |
|---|---|---|---|---|---|---|---|
| Name and position |
Type of compensation security |
Number of compensation securities, number of underlying securities, and percentage of class |
Date of issue or grant |
Issue, conversion or exercise price ($) |
Closing price of security or underlying security on date of grant ($) |
Closing price of security or underlying security at year end ($) |
Expiry date |
| N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
PENSION PLAN BENEFITS
The Company does not have any pension, retirement or deferred compensation plans, including defined contribution plans.
TERMINATION AND CHANGE OF CONTROL BENEFITS
The Company has not entered into any compensatory plans, contracts or arrangements with any of its Named Executive Officers or directors whereby those officers or directors are entitled to receive compensation as a result of the resignation, retirement or any other termination of employment with the Company or from a change in control of the Company or a change in the responsibilities following a change in control.
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PART 5 – SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following information is as of September 30, 2018, the Company’s most recently completed financial year.
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) |
|---|---|---|---|
| Equity compensation plans approved by securityholders |
N/A | N/A | 10% of I/O |
| Equity Compensation plans not approved by securityholders |
N/A |
N/A | N/A |
| Total: | N/A | N/A | 10% of I/O |
PART 6 – AUDIT COMMITTEE
AUDIT COMMITTEE CHARTER
National Instrument 52-110 Audit Committees of the Canadian Securities Administrators (“NI 52-110”) requires the Company to disclose annually in its information circular certain information concerning the constitution of its audit committee and its relationship with its external auditor as set forth below.
The Company’s audit committee is governed by an audit committee charter, the text of which is attached as Exhibit “A” to this Information Circular.
COMPOSITION OF THE AUDIT COMMITTEE
The Company’s audit committee is currently comprised of three directors, Tajinder Johal, Jatinder Bains and Parmjeet Johal of which Jatinder Bains and Parmjeet Johal are considered “independent” as that term is defined in applicable securities legislation. As Chief Executive Officer, Tajinder Johal is not independent.
All three audit committee members have the ability to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements and are therefore considered “financially literate”.
All of the audit Committee members are businessmen with experience in financial matters; each has an understanding of accounting principles used to prepare financial statements and varied experience as to the general application of such accounting principles, as well as the internal controls and procedures necessary for financial reporting, garnered from working in their individual fields of endeavor.
Since the commencement of the Company’s most recently completed financial year ended September 30, 2018, the board of directors has not failed to adopt a recommendation of the audit committee to nominate or compensate an external auditor.
RELIANCE ON CERTAIN EXEMPTIONS
At no time since the commencement of the Company's most recently completed financial year has the Company relied on the exemption in Section 2.4 of MI 52-110 (De Minimis Non-audit Services), or an exemption from MI 52-110,
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in whole or in part, granted under Part 8 of Multilateral Instrument 52-110.
PRE-APPROVAL POLICIES AND PROCEDURES
The audit committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Audit Committee Charter attached as Exhibit “A” to this Information Circular.
EXTERNAL AUDIT SERVICE FEES (BY CATEGORY)
In the following table, “audit fees” are fees billed by the Company’s external auditor for services provided in auditing the Company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.
The fees paid by the Company to its external auditor for services rendered to the Company in each of the last two fiscal years, by category, are as follows:
| FinancialFinancial Year Ending |
Audit / Audit Related Audit Fees |
Tax Fees | Other Fees |
| September 30, 2017 | $27,000 | $1,200 | Nil |
| September 30, 2018 | $27,000 | $1,100 | Nil |
EXEMPTION
The Company is relying on the exemption provided by section 6.1 of NI 52-110, which provides that the Company, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.
PART 7 – CORPORATE GOVERNANCE
Corporate governance relates to the activities of the board of directors of the Company (the “Board”), the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day to day management of the Company. The Board and senior management consider good corporate governance to be central to the effective and efficient operation of the Company.
National Policy 58-201 Corporate Governance Guidelines (“NP 58-201”) establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company’s practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted.
National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”) also requires the Company to disclose annually in its Information Circular certain information concerning its corporate governance practices.
BOARD OF DIRECTORS
The Board is currently composed of four directors; however, only three nominations were provided and the three proposed nominees for election as directors at the 2020 annual general meeting are currently directors of the Company. NP 58-201 suggests that the board of directors of every listed company should be constituted with a majority of individuals who qualify as “independent” directors under NI 52-110, which provides that a director is
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independent if he or she has no direct or indirect “material relationship” with the company. “Material relationship” is defined as a relationship which could, in the view of the Company’s board of directors be reasonably expected to interfere with the exercise of a director’s independent judgment.
As of the date hereof, all of the directors have no director or indirect “material relationship” with the Company that would interfere with the exercise of independent judgement; however, of the current the directors, Tajinder Johal CEO and interim CFO, is a management director.
Following the Meeting, the Board will have 2 independent directors.
MANDATE OF THE BOARD
The mandate of the Board is to manage or supervise the management of the business and affairs of the Company and to act with a view to the best interests of the Company. In doing so, the Board oversees the management of the Company’s affairs directly and through its committees. In fulfilling its mandate, the Board, among other matters, is responsible for reviewing and approving the Company’s overall business strategies and its annual business plan, reviewing and approving the annual corporate budget and forecast, reviewing and approving significant capital investments outside the approved budget; reviewing major strategic initiatives to ensure that the Company’s proposed actions accord with shareholder objectives; reviewing succession planning; assessing management’s performance against approved business plans and industry standards; reviewing and approving the reports and other disclosure issued to shareholders; ensuring the effective operation of the Board; and safeguarding shareholders’ equity interests through the optimum utilization of the Company’s capital resources. The Board also takes responsibility for identifying the principal risks of the Company’s business and for ensuring these risks are effectively monitored and mitigated to the extent reasonably practicable. At this stage of the Company’s development, the Board does not believe it is necessary to adopt a written mandate, as sufficient guidance is found in the applicable corporate and securities legislation and regulatory policies. However, as the Company grows, the Board will move to develop a formal written mandate.
In keeping with its overall responsibility for the stewardship of the Company, the Board is also responsible for the integrity of the Company’s internal control and management information systems and for the Company’s policies respecting corporate disclosure and communications.
The Board delegates to management, through the Chief Executive Officer and the Chief Financial Officer, responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing the Company’s cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board also looks to management to furnish recommendations respecting corporate objectives, long-term strategic plans and annual operating plans.
Given the size of the Company’s current operations, the Board believes that the Company is well serviced and the independence of the Board from management is not compromised. In addition, the Board has found that the fiduciary duties placed on management by the Company’s governing corporate legislation and common law and the restrictions on an individual director’s participation in decisions of the Board in which the director has an interest under applicable corporate and securities legislation provide the “independent” directors with significant input and leadership in exercising their responsibilities for independent oversight of management. In addition, each member of the Board understands that he is entitled to seek the advice of an independent expert if he reasonably considers it warranted under the circumstances and the “independent” directors have the ability to meet independently of management whenever deemed necessary.
DIRECTORSHIPS
As of the date of this Information Circular, the directors and/or officers listed in the table that follows are currently directors and/or officers of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction.
Name of Director Other Reporting Issuer
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| Tajinder Johal | Grand Peak Capital Corp. |
|---|---|
| Parmjeet Johal | Nil |
| Jatinder Bains | Grand Peak Capital Corp. |
ORIENTATION AND CONTINUING EDUCATION
Orientation and education of new members of the Board is conducted informally by management and the Board. The orientation provides background information on the Company’s history, performance and strategic plans.
New directors are briefed on strategic plans, short, medium and long term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing company policies. However there is no formal orientation for new members of the Board and this is considered to be appropriate, given the Company’s size and current operations.
ETHICAL BUSINESS CONDUCT
The Board of Directors expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Company’s business plan and to meet performance goals and objectives.
However, to date, the Board has not adopted a formal written Code of Business Conduct and Ethics. The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate and securities legislation on the individual director’s participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company and its shareholders.
In addition, the limited size of the Company’s operations and the small number of officers and employees allows the Board to monitor on an ongoing basis the activities of management and to ensure that the highest standard of ethical conduct is maintained. As the Company grows in size and scope, the Board anticipates that it will formulate and implement a formal Code of Business Conduct and Ethics.
NOMINATION AND ASSESSMENT
Given its current size and stage of development, the Board has not appointed a nominating committee and these functions are currently performed by the Board as a whole. Nominees are generally the result of recruitment efforts by Board members, including both formal and informal discussions among Board members and the President, and proposed directors’ credentials are reviewed in advance of a Board meeting with one or more members of the Board prior to the proposed director’s nomination.
New directors are briefed on strategic plans, short, medium and long term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing company policies. However, there is no formal orientation for new members of the Board, and this is considered to be appropriate, given the Company’s size and current operations.
The skills and knowledge of the Board of Directors as a whole is such that no formal continuing education process is currently deemed required. The Board is comprised of individuals with varying backgrounds, who have, both
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collectively and individually, extensive experience in running and managing public companies. Board members are encouraged to communicate with management, auditors and technical consultants to keep themselves current with industry trends and developments and changes in legislation, with management’s assistance. Board members have full access to the Company’s records
The Board does not, at present, have a formal process in place for assessing the effectiveness of the Board as a whole, its committees or individual directors, but will consider implementing one in the future should circumstances warrant. Based on the Company’s current size, its stage of development and the limited number of individuals on the Board, the Board considers a formal assessment process to be inappropriate at this time. The Board plans to continue evaluating its own effectiveness and the effectiveness and contribution of its committees or individual directors on an ad hoc basis.
COMMITTEES OF THE BOARD OF DIRECTORS
At the present time, the Board of Directors of the Company has appointed only an audit committee. The audit committee is comprised of Tajinder Johal (Chair), Jatinder Bains and Parmjeet Johal and is ultimately responsible for the policies and practices relating to integrity of financial and regulatory reporting of the Company, as well as internal controls to achieve the objectives of safeguarding the Company’s assets; reliability of information; and compliance with policies and laws.
As the Company evolves, and its operations and management structure become more complex, the Board will likely find it appropriate to constitute additional standing committees, such as a formal Governance Committee, a Compensation Committee and a Nominating Committee, and to ensure that such committees are governed by written charters and are composed of at least a majority of independent directors.
COMPENSATION
Given the Company’s current size and stage of development, the Board of Directors has not appointed a formal compensation committee, but instead the independent directors make recommendations to the Board regarding executive compensation (including incentive in the form of stock options) to be paid to the Company’s executive officers having regard to the responsibilities and risks associated with each position.
In addition, compensation to be paid to executive officers who are also directors must be approved by the disinterested directors thereby providing the non-executive officer directors with significant input into compensation decisions.
PART 8 – OTHER INFORMATION
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
Since the beginning of the most recently completed financial year ended September 30, 2018 and as at the date of this Information Circular, no director, executive officer or employee or former director, executive officer or employee of the Company, nor any nominee for election as a director of the Company, nor any associate of any such person, was indebted to the Company during the most recently completed financial year ended September 30, 2018, for other than “routine indebtedness”, as that term is defined by applicable securities law; nor was any indebtedness to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
Other than as disclosed herein, no proposed nominee for election as a director, and no director or officer of the
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Company who has served in such capacity since the beginning of the last financial year of the Company, and no shareholder holding of record or beneficially, directly or indirectly, more than 10% of the Company’s outstanding common shares, and none of the respective associates or affiliates of any of the foregoing, had any interest in any transaction with the Company or in any proposed transaction since the beginning of the last completed financial year that has materially affected the Company or is likely to do so.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
None of the directors or executive officers of the Company, no proposed nominee for election as a director of the Company, none of the persons who have been directors or executive officers of the Company since the commencement of the Company’s last completed financial year, none of the other insiders of the Company and no associate or affiliate of any of the foregoing persons has any substantial interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of the directors, the approval of the Stock Option Plan and the authorization for the granting of stock options thereunder.
MANAGEMENT CONTRACTS
The management functions of the Company are performed by its directors and senior officers and the Company has no management agreements or arrangements under which such management functions are performed by persons other than the directors and senior officers of the Company.
TRANSFER AGENT AND REGISTRAR
Odyssey Trust Company, 323-409 Granvillle Street, Vancouver, BC V6C 1T2 is the Company’s Registrar and Transfer Agent.
LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is or is likely to be a party or which any of its properties or business interests are, or, to the best of knowledge of management of the Company, likely to be subject of.
OTHER MATTERS
Management of the Company is not aware of any other matters to come before the Meeting other than as set forth in the Notice of Meeting that accompanies this Information Circular. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter.
OTHER MATERIAL FACTS
None as at record date.
ADDITIONAL INFORMATION
Financial information about the Company is provided in its comparative financial statements and Management’s Discussion and Analysis for the years ended September 30, 2018 and September 30, 2019. You may access these documents through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. as well as the Canadian Securities Exchange (CSE) website under Pushfor’s profile.
DATED at Surrey, British Columbia, this 18[th] day of February, 2021.
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EXHIBIT “A”
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF PUSHFOR INVESTMENTS INC. (the “Company”)
1. Purpose
-
1.1. The Audit Committee is ultimately responsible for the policies and practices relating to integrity of financial and regulatory reporting, as well as internal controls to achieve the objectives of safeguarding of corporate assets; reliability of information; and compliance with policies and laws. Within this mandate, the Audit Committee’s role is to:
-
(a) support the Board of Directors in meeting its responsibilities to shareholders;
-
(b)
- enhance the independence of the external auditor;
-
(c) facilitate effective communications between management and the external auditor and provide a link between the external auditor and the Board of Directors;
-
(d) increase the credibility and objectivity of the Company’s financial reports and public disclosure.
-
1.2. The Audit Committee will make recommendations to the Board of Directors regarding items relating to financial and regulatory reporting and the system of internal controls following the execution of the Committee’s responsibilities as described herein.
-
1.3. The Audit Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board of Directors from time to time prescribe.
2. Membership
-
2.1. Each member of the Audit Committee must be a director of the Company.
-
2.2. The Audit Committee will consist of at least three members, the majority of whom are neither officers nor employees of the Company or any of its affiliates.
-
2.3. The members of the Audit Committee will be appointed annually by and will serve at the discretion of the Board of Directors.
3. Authority
-
3.1. In addition to all authority required to carry out the duties and responsibilities included in this charter, the Audit Committee has specific authority to:
-
(a) engage, and set and pay the compensation for, independent counsel and other advisors as it determines necessary to carry out its duties and responsibilities; and
-
(b) communicate directly with management and any internal auditor, and with the external auditor without management involvement.
-
(c) Approve interim financial statements and interim MD&A on behalf of the Board of Directors.
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4. Duties and Responsibilities
-
4.1. The duties and responsibilities of the Audit Committee include:
-
(a) recommending to the Board of Directors the external auditor to be nominated by the Board of Directors;
-
(b) recommending to the Board of Directors the compensation of the external auditor;
-
(c) reviewing the external auditor’s audit plan, fee schedule and any related services proposals;
-
(d) overseeing the work of the external auditor;
-
(e) ensuring that the external auditor is in good standing with the Canadian Public Accountability Board and will enquire if there are any sanctions imposed by the CPAB on the external auditor;
-
(f) ensuring that the external auditor meets the rotation requirements for partners and staff on the Company’s audits;
-
(g) reviewing and discussing with management and the external auditor the annual audited financial statements, including discussion of material transactions with related parties, accounting policies, as well as the external auditor’s written communications to the Committee and to management;
-
(h) reviewing the external auditor’s report, audit results and financial statements prior to approval by the Board of Directors;
-
(i) reporting on and recommending to the Board of Directors the annual financial statements and the external auditor’s report on those financial statements, prior to Board approval and dissemination of financial statements to shareholders and the public;
-
(j) reviewing financial statements, MD&A and annual and interim earnings press releases prior to public disclosure of this information;
-
(k) ensuring adequate procedures are in place for review of all public disclosure of financial information by the Company, prior to is dissemination to the public;
-
(l) overseeing the adequacy of the Company’s system of internal accounting controls and internal audit process obtaining from the external auditor summaries and recommendations for improvement of such internal accounting controls;
-
(m) ensuring the integrity of disclosure controls and internal controls over financial reporting;
-
(n) resolving disputes between management and the external auditor regarding financial reporting;
-
(o) establishing procedures for:
-
i. the receipt, retention and treatment of complaints received by the Company from employees and others regarding accounting, internal accounting controls or auditing matters and questionable practices relating thereto; and
-
ii. the confidential, anonymous submission by employees of the Company or concerns regarding questionable accounting or auditing matters.
-
-
(p) reviewing and approving the Company’s hiring policies with respect to partners or employees (or former partners or employees) of either a former or the present external auditor;
-
(q) pre-approving all non-audit services to be provided to the Company or any subsidiaries by the Company’s external auditor;
-
(r) overseeing compliance with regulatory authority requirements for disclosure of external auditor services and Audit Committee activities.
-
4.2. The Audit Committee will report, at least annually, to the Board regarding the Committee’s examinations and recommendations.
5.
Meetings
-
5.1. The quorum for a meeting of the Audit Committee is a majority of the members of the Committee who are not officers or employees of the Company or of an affiliate of the Company.
-
5.2. The members of the Audit Committee must elect a chair from among their number and may determine their own procedures.
-
5.3. The Audit Committee may establish its own schedule that it will provide to the Board of Directors in advance.
-
5.4. The external auditor is entitled to receive reasonable notice of every meeting of the Audit Committee and to attend and be heard thereat.
-
5.5. A member of the Audit Committee or the external auditor may call a meeting of the Audit Committee.
-
5.6. The Audit Committee will meet separately with the President and separately with the Chief Financial Officer of the Company at least annually to review the financial affairs of the Company.
-
5.7. The Audit Committee will meet with the external auditor of the Company at least once each year, at such time(s) as it deems appropriate, to review the external auditor’s examination and report.
-
5.8. The chair of the Audit Committee must convene a meeting of the Audit Committee at the request of the external auditor, to consider any matter that the auditor believes should be brought to the attention of the Board of Directors or the shareholders.
6. Reports
- 6.1. The Audit Committee will record its recommendations to the Board in written form which will be incorporated as a part of the minutes of the Board of Directors’ meeting at which those recommendations are presented.
7.
Minutes
- 7.1. The Audit Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.
EXHIBIT “B”
PUSHFOR INVESTMENTS INC .
4770-72nd Street Delta, B.C. V4K 3N3 (the "Company")
NOTICE OF CHANGE OF AUDITOR
(the "Notice")
To: Dale Matheson Carr-Hilton LaBonte, LLP, Chartered Accountants
And To: Davidson & Company, LLP, Chartered Accountants
The directors of the Company do not propose to re-appoint Dale Matheson Carr-Hilton LaBonte, Accountants, as auditors for the Company; and
The directors of the Company propose to appoint Davidson & Company, LLP, Chartered Accountants, as auditors of the Company, effective September 30, 2019, to hold office until the next annual meeting of the Company.
In accordance with National Instrument 51-102 Continuous Disclosure Obligations ("NI 51- 102"), the Company confirms that:
-
Dale Matheson Carr-Hilton, LaBonte was asked to resign as auditor of the Company, effective July 15, 2019 to facilitate the appointment of Davidson & Company LLP, 1200-609 Granville Street, Vancouver, British Columbia, V6Y 1G6, Canada;
-
Dale Matheson Carr-Hilton LaBonte has not expressed any reservation in its reports for the two most recently completed fiscal years of the Company, nor for the period from the most recently completed period for which Dale Matheson Carr-Hilton LaBonte issued an audit report in respect of the Company and the date of this Notice;
-
In the opinion of the Board of Directors of the Company, no "reportable event" as defined in NI 51-102 has occurred in connection with the audits of the two most recently completed fiscal years of the Company nor any period from the most recently completed for which Dale Matheson CarrHilton LaBonte issued an audit report in respect of the Company and the date of this Notice; and
-
The Notice and Auditor's Letters have been reviewed by the Audit Committee and the Board of Directors.
Dated as of the 15 day of July, 2019
PUSHFOR INVESTMENTS INC.
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Aram Ayrapetian, CEO
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July 15, 2019
British Columbia Securities Commission P.O. Box 10142, Pacific Centre 9[th] Floor – 701 West Georgia Street Vancouver, B.C. V7Y 1L2
Canadian Securities Exchange 9[th] Floor – 220 Bay Street Toronto, ON M5J 2W4
Alberta Securities Commission Suite 600, 250 – 5[th] Street S.W. Calgary, Alberta T2P 0R4
Ontario Securities Commission 20 Queen Street West, 22nd Floor Toronto, ON M5H 3S8
Dear Sirs:
Re: Pushfor Investments Inc. (the “Company”) Notice Pursuant to National Instrument 51-102 - Change of Auditor
As required by the National Instrument 51-102 and in connection with our not being re-appointed as auditor of the Company, we have reviewed the information contained in the Company's Notice of Change of Auditor, dated July 15, 2019 and agree with the information contained therein, based upon our knowledge of the information relating to the said notice and of the Company at this time.
Yours very truly,
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DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver • Tri-Cities • Surrey • Victoria
· Chartered Profe ssional Accountants
DAVIDSON & COMPANY LLP
July 17, 2019
British Columbia Securities Commission Ontario Securities Commission Alberta Securities Commission Canadian Securities Exchange
Re: Pushfor Investments Inc. (the "Company") Notice Pursuant to NI 51-102 - Change of Auditor
As required by the National Instrument 51-102 and in connection with our proposed engagement as auditor of the Company, we have reviewed the information contained in the Company's Notice of Change of Auditor, dated July 15, 2019, and agree with the information contained therein, based upon our knowledge of the information relating to the said notice and of the Company at this time.
Yours very truly,
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DAVIDSON & COMPANYLLP Chartered Professional Accountants
A member of Nexia International
1200 • 6o9 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 166 Telephone (604) 687-0947 Davidson-co.com