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Armada Data Corporation Proxy Solicitation & Information Statement 2024

Oct 1, 2024

44883_rns_2024-10-01_b84e66b7-e410-466f-8f98-f4bae38a6d43.pdf

Proxy Solicitation & Information Statement

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ARMADA DATA CORPORATION

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN about the special meeting (the “ Meeting ”) of shareholders (“ Shareholders ”) of Armada Data Corporation (the “ Corporation ” or “ Armada ”).

When: October 28, 2024 at 10:00 a.m. (Toronto time)

Where: 295 The West Mall, 6[th] Floor, Toronto, Ontario, M9C 4Z4

The purpose of the Meeting is as follows:

  1. Amalgamation. Consider and, if thought advisable, pass, with or without variation, a special resolution, (the “ Amalgamation Resolution ”) the full text of which is set forth in Schedule “B” to the Circular, approving the amalgamation (the “ Amalgamation ”) of the Corporation and 1498798 B.C. Ltd. (“ Acquiror ”), substantially upon the terms and conditions set forth in the acquisition agreement (the “ Acquisition Agreement ”), among the Corporation, James Matthews, 2190960 Ontario Ltd., Eli Oszlak and Acquiror, and the amalgamation agreement (the “ Amalgamation Agreement ”) between the Corporation and Acquiror, copies of which are attached as Schedule “C” to the Circular; and

  2. Other Business. Consider other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

Pursuant to Division 2 of Part 8 of the Business Corporations Act (British Columbia) (the “ BCBCA ”), a registered holder of common shares in the capital of the Corporation (“ Common Shares ”) may dissent in respect of the special resolution approving the Amalgamation described in the accompanying management information circular (the “ Circular ”). If the Amalgamation is completed, dissenting shareholders who have complied with the procedures set forth in the BCBCA will be entitled to be paid the fair value of their Common Shares. The text of Division 2 of Part 8 of the BCBCA is set forth in Schedule “D” to the Circular. Failure to adhere strictly with the requirements set forth in Division 2 of Part 8 of the BCBCA may result in the loss or unavailability of any right to dissent.

This notice is accompanied by a form of proxy and the Circular.

You may vote your Common Shares by proxy if you are unable to attend the Meeting. Please review the enclosed Circular and date, sign and return the enclosed form of proxy to the Corporation’s transfer agent by 10:00 a.m. (Toronto time) on October 24, 2024, being two business days before the Meeting.

The board of directors of the Corporation (the “ Board ”) has fixed the close of business on September 23, 2024 as the record date, being the date for the determination of the registered holders entitled to notice and to vote at the Meeting and any adjournments(s) thereof.

DATED at Mississauga, Ontario as of the 25[th] day of September, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

James Matthews, Chief Executive Officer

“James Matthews”