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Armada Mercantile Ltd. Proxy Solicitation & Information Statement 2026

Jan 7, 2026

43626_rns_2026-01-07_5be70cdd-e5fa-48c2-84ab-5589572e5c9a.pdf

Proxy Solicitation & Information Statement

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tc • TRANSCONTINENTAL

Notice of Special Meeting of Shareholders

NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of the holders of Class A Subordinate Voting Shares (the "Class A Shares") and the holders of Class B Shares (the "Class B Shares" and collectively with the Class A Shares, the "Shares") of Transcontinental Inc. (the "Corporation") will be held via live audio webcast at https://meetings.lumiconnect.com/400-057-682-230 on February 2, 2026 at 2:00 p.m. for the following purposes:

(i) to consider and, if thought advisable, to pass, with or without variation, a special resolution (the "Transaction Resolution") the full text of which is set forth in Schedule A to the accompanying management proxy circular (the "Circular") approving the sale of all of the issued and outstanding equity securities in each of the entities which carry on the business of the Corporation's Packaging Sector (the "Packaging Sector") (the "Transaction"), as provided for in the stock purchase agreement dated as of December 7, 2025 among the Corporation, ProAmpac Holdings Inc. (the "Buyer") and Transcontinental Printing Inc. (as may be amended, supplemented or otherwise modified, the "Stock Purchase Agreement"); and

(ii) to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

The Circular for the Meeting provides specific details of the business to be considered at the Meeting. A copy of the Stock Purchase Agreement is available on the Corporation's SEDAR+ profile at www.sedarplus.ca.

Your vote is important. The Board of Directors fixed December 23, 2025, as the record date for the Meeting (the "Record Date"). Shareholders of record at the close of business on the Record Date are entitled to notice of the Meeting and to vote thereat or at any adjournment or postponement thereof on the basis of: (i) one vote for each Class A Share held; and (ii) 20 votes for each Class B Share held.

The Transaction Resolution must be approved by at least two-thirds (66 2/3%) of the votes cast at the Meeting by the holders of Class A Shares and Class B Shares present virtually or represented by proxy at the Meeting, voting together as a single class.

Meeting Format and Voting

The Meeting will be held in a virtual only format, which will be conducted via live audio webcast. All Shareholders, regardless of their geographic location, will have an equal opportunity to participate in the Meeting.

Shareholders will not be able to physically attend the Meeting. Similar to the Corporation's annual meetings, Shareholders can vote ahead of the Meeting by proxy using various available channels (as set out within the Circular and the form of proxy or voting instruction form), and we encourage you to continue to vote in this manner.

Registered Shareholders and duly appointed proxyholders will be able to attend the Meeting and vote, all in real time, provided they are connected to the Internet and comply with all of the instructions set out in the management proxy circular. Guests, including non-registered shareholders who have not duly appointed themselves as a proxyholder will be able to attend the Meeting but will not be able to vote during the virtual Meeting.

Shareholders who wish to appoint a proxyholder other than the persons designated by the Corporation on the form of proxy or voting instruction form (including a non-registered Shareholder who wishes to appoint themselves as proxyholder) must carefully follow the instructions in the Circular and on the form of proxy or voting instruction form.


Shareholders are encouraged to follow the instructions on their form of proxy or voting instruction form and vote on the matter before the Meeting no later than 4:00 p.m. (Eastern time) on January 30, 2026, the proxy deadline.

By order of the Board of Directors

(signed) "Christine Desaulniers"

Christine Desaulniers
Chief Legal Officer and Corporate Secretary
December 19, 2025