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ACT Energy Technologies Ltd. — AGM Information 2024
Apr 3, 2024
42523_rns_2024-04-03_df3eaaf1-62c8-471d-9106-e3841bc40bf6.pdf
AGM Information
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CATHEDRAL ENERGY SERVICES LTD.
6030 - 3[rd] Street S.E.
Calgary, Alberta T2H 1K2
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the annual and special meeting (the " Meeting ") of the holders (the " Shareholders ") of common shares (the " Common Shares ") of CATHEDRAL ENERGY SERVICES LTD. (" Cathedral " or the “ Corporation ”) will be held at Cathedral's head office which is located at 6030 – 3[rd] Street S.E., Calgary, Alberta, Canada at 3:30 p.m. (Mountain Time) on Thursday, May 9, 2024, for the following purposes:
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To receive the consolidated financial statements of Cathedral for the year ended December 31, 2023, together with the auditor's report thereon;
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To fix the number of directors (collectively, the " Directors ") of Cathedral to be elected at the Meeting at seven (7) and to elect the Directors of Cathedral to hold office until the next annual meeting of Shareholders;
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To appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the auditors of Cathedral until the next annual meeting of Shareholders and to authorize the Directors to fix their remuneration for the ensuing year;
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To pass an ordinary resolution approving all unallocated entitlements under Cathedral's stock option plan, as more particularly described in the management information circular of Cathedral dated March 25, 2024 (the " Information Circular ") accompanying this Notice of Annual and Special Meeting of Shareholders (this " Notice of Meeting ");
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To pass a special resolution to approve an amendment to the articles of the Corporation to change the name of the Corporation to “ACT Technology Services Ltd.” or such other name as the board of directors of the Corporation (the “ Board ”), in its sole discretion, deems appropriate and as may be approved by applicable regulatory authorities, as more particularly described in the Information Circular;
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To pass a special resolution authorizing the Board to, in its discretion, file articles of amendment to the Corporation’s articles to consolidate (or reverse split) the Common Shares into a lesser number of Common Shares at a consolidation ratio to be determined by the Board but within the range of one (1) postconsolidation share for every five (5) to ten (10) pre-consolidation Common Shares, as more particularly described in the Information Circular; and
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To transact such further and other business as may properly come before the Meeting or any adjournment thereof.
The Information Circular should be consulted for further details on matters to be acted upon.
This Notice of Meeting is accompanied by the Information Circular and a form of proxy (" Form of Proxy "). The Information Circular is expressly made part of this Notice of Meeting. Capitalized words that are not otherwise defined in this Notice of Meeting shall have the meaning set out in the Information Circular.
Only holders of Common Shares of Cathedral of record at the close of business on March 25, 2024 are entitled to notice of the Meeting and only those holders of the Common Shares of Cathedral of record at the close of
Shareholders may contact Kingsdale Advisors, the Corporation’s strategic advisor by telephone at 1-888-518-6824 or 1-437-561-5005 (text and call enabled outside North America), or by email at [email protected]. To obtain current information about voting your Cathedral Common Shares, please visit www.CathedralAGSM.com.
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business on March 25, 2024, or who subsequently become Shareholders and comply with the provisions of the Business Corporations Act (Alberta), are entitled to vote at the Meeting.
DATED at Calgary, Alberta, this 25[th] day of March, 2024.
BY ORDER OF THE BOARD OF DIRECTORS OF CATHEDRAL ENERGY SERVICES LTD.
"Thomas Connors"
Thomas Connors President, Chief Executive Officer and Director
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Questions? Need Help Voting?
Contact Kingsdale Advisors by telephone at
1-888-518-6824 (toll-free in North America)
or 1-437-561-5005 (text and call enabled outside North America)
Or by email at [email protected]
Shareholders may contact Kingsdale Advisors, the Corporation’s strategic advisor by telephone at 1-888-518-6824 or 1-437-561-5005 (text and call enabled outside North America), or by email at [email protected]. To obtain current information about voting your Cathedral Common Shares, please visit www.CathedralAGSM.com.
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If you are a registered Shareholder , please complete and submit the enclosed Form of Proxy or other appropriate form of proxy. Completed forms of proxy must be received by Odyssey Trust Company, at 67 Yonge Street, Suite 702, Toronto, Ontario M5E 1J8, Attention: Proxy Department or by fax at (800) 5174553, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Alberta, preceding the Meeting or any adjournment or postponement thereof. You may also vote by internet voting at: https://login.odysseytrust.com/pxlogin; provided that you do so not less than 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Alberta, preceding the Meeting or any adjournment or postponement thereof. A vote submitted via the internet must be received by 3:30 p.m. (Mountain time) on May 7, 2024 or at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time set for any adjournment(s) or postponement(s) of the Meeting. In order to be valid, forms of proxy must be returned not less than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time set for the Meeting or any adjournment(s) or postponement(s) thereof.
If you are a beneficial Shareholder , you can vote via email, phone, fax, internet, mail, or in-person. Please complete the voting instruction form from your intermediary/broker/agent and follow the instructions set out under " Advice to Beneficial Holders of Common Shares " in the Information Circular. A vote submitted via the internet must be received by 3:30 p.m. (Mountain time) on Tuesday, May 7, 2024 or at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time set for any adjournment(s) or postponement(s) of the Meeting. In order to be valid, forms of proxy must be returned not less than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time set for the Meeting or any adjournment(s) or postponement(s) thereof.
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Telephone: Call 1-800-474-7493 (English) or 1-800-474-7501 (French) and provide your 16-digit control number located on your voting instruction form. If you vote by telephone, you cannot appoint anyone other than the appointees named on your voting instruction form as your proxyholder.
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Online: Go to www.proxyvote.com and enter your 16-digit control number located on your voting instruction form.
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Mail: Complete, sign and date your voting instruction form and return it in the envelope provided to:
Data Processing Centre Centre De Traitement Des Donnees PO Box 3700 STN Industrial Park CP 3700 STN Industrial Park Markham ON L3R 9Z9 Markham ON L3R 9Z9
Shareholders may contact Kingsdale Advisors, the Corporation’s strategic advisor by telephone at 1-888-518-6824 or 1-437-561-5005 (text and call enabled outside North America), or by email at [email protected]. To obtain current information about voting your Cathedral Common Shares, please visit www.CathedralAGSM.com.