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Atha Energy Corp. — AGM Information 2021
Nov 19, 2021
48086_rns_2021-11-19_d4f20de3-bff3-48ef-a572-65f25386b785.pdf
AGM Information
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BACKSTAGEPLAY INC. Suite 350 – 409 Granville Street Vancouver, British Columbia Canada V3C 1T2 Tel: 604 241-8400
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an in person / telephone conference call annual general meeting (the “ Meeting ”) of the shareholders (the “ Shareholders ”) of Backstageplay Inc. (hereinafter called the “ Company ”) will be held at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, Canada, on Tuesday, December 21, 2021, at 11:00 a.m. Pacific Time) (the “ Meeting ”).
Due to ongoing concerns related to the current coronavirus pandemic (“COVID-19”), and in order to mitigate potential risks to the health and safety of the Company’s shareholders, employees and other stakeholders, shareholders are encouraged not to attend the Meeting in person. The Company is offering Shareholders the option to listen and participate (but not vote) at the Meeting in real time by conference call as follows:
Dial by your location
Canada Toll Free: 1-855-244-8677 Canada Toll: 1-416-915-6530 US Toll Free: 1-855-282-6330 US Toll: 1-415-655-0002 Access Code: 95400309
At the date of this Notice and the accompanying Information Circular, it is the intention of the Company to hold the Meeting at the location stated above in this Notice. We are continuously monitoring development of the current coronavirus (COVID-19) outbreak (“ COVID-19 ”). In light of the rapidly evolving public health guidelines related to COVID-19, we ask shareholders to consider voting their shares by proxy and not attend the meeting in person. Those shareholders who do wish to attend the Meeting in person, should carefully consider and follow the instructions of the federal Public Health Agency of Canada available at: https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid19.html and any applicable additional state and local instructions. We ask that shareholders also review and follow the instructions of any regional health authorities of the Province of British Columbia, including the Vancouver Coastal Health Authority, the Fraser Health Authority and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. Do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days immediately prior to the Meeting. All shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Information Circular accompanying this Notice.
The Company reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 14 days immediately prior to the Meeting; (v) denying access to persons that do not - have evidence of full vaccination or a negative COVID 19 rapid test result completed within 24 hours immediately prior to the Meeting, and (vi) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company’s profile on SEDAR. We strongly recommend you check the Company’s SEDAR profile prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Company will not prepare or mail amended Meeting Proxy Materials.
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DUE TO THE COVID 19 VIRUS, WE ARE REQUESTING THAT ALL SHAREHOLDERS VOTE THEIR SHARES BY PROXY AND AVOID ATTENDING THE MEETING IN PERSON
Shareholders who intend to attend the meeting via telephone conference must submit votes by Proxy ahead of the proxy ’ deadline of 11 o clock a.m. (Pacific Time) on Friday, December 17, 2021. Attendance by telephone conference allows Shareholders to listen to, but not to vote at, the Meeting.
The Meeting is to be held for the following purposes:
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to table the Company’s consolidated audited financial statements for the financial years ended December 31, 2020 and December 31, 2019, the report of the auditor thereon and the related management discussion and analysis;
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to fix the number of directors at five (5);
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to elect directors of the Company for the ensuing year;
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to appoint MNP LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year; and
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to approve the continuation of the Company’s Omnibus Incentive Plan, as more particularly set out in the accompanying Information Circular.
An Information Circular accompanies this Notice. The Information Circular contains details of matters to be considered at the Meeting. No other matters are contemplated, however any permitted amendment to or variation of any matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof.
Shareholders of record on the Company’s books at the close of business on November 2, 2021 are entitled to attend and vote at the Meeting or at any postponement or adjournment thereof. Each common share is entitled to one vote.
The Company’s consolidated audited financial statements for financial years ended December 31, 2020 and December 31, 2019, the auditor’s report thereon, and the related management’s discussion will be tabled at the Meeting. The financial statements will be made available at the Meeting and will be available on request to the Company, and may be viewed on the Company’s SEDAR website at www.sedar.com.
Notice and Access
The Company has elected to use the notice-and-access provisions under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations (together “ Notice-and-Access Provisions ”) for this Meeting. Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators, which reduce the volume of materials that must be physically mailed to Shareholders by allowing the Company to post the Notice of Meeting and Information Circular and any additional materials online. Shareholders will receive a printed form of Notice of Notice and Access and a form of proxy (the “ notice package ”), and, at their option, Shareholders may choose to receive a printed copy of the Notice of Meeting and Information Circular. The Company will not use a procedure known as ‘stratification’ in relation to the use of Notice-andAccess Provisions. Stratification occurs when a reporting issuer using Notice-and-Access Provisions provides a printed copy of the Notice of Meeting and Information Circular to some shareholders with the notice package. In relation to the Meeting, all Shareholders will receive the documentation required under the Notice-and-Access Provisions in the notice package, which will not include a printed, paper copy of the Notice of Meeting and Information Circular (the “ Meeting Materials ”).
The Notice of Meeting and Information Circular is available for viewing on the Company’s website at https://www.backstageplay.com/investors/2021AGM, and under the Company’s profile on SEDAR at www.sedar.com. Any Shareholder who wishes to receive a paper copy of the Meeting Materials, which will be available including the date of the Meeting, and for one year following the Meeting, or to obtain additional information relating to the Notice-andAccess Provisions, should contact the Company through the Company’s toll free number 1 (844) 244‐0410 ; or sending an email to [email protected] by providing your name and mailing address.
To vote your Common Shares you must vote by choosing one of the voting options provided on the enclosed form of Proxy (the “ Proxy ”) or Voting Instruction Form (the “ VIF ”). Please follow the instructions given on the enclosed Proxy or VIF for the voting method you choose and ensure that your submitted Proxy or VIF is received by TSX Trust Company before 11:00 a.m. (Pacific Time) on Friday, December 17, 2021 (the “ Proxy Deadline ”).
The Information Circular contains details of matters to be considered at the Meeting. Please review it closely before voting.
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In order to allow reasonable time to be allotted for a Shareholder to receive and review a paper copy of the Notice of and Access Notice form and to complete and submit their Proxy prior to the Proxy Deadline, any Shareholder wishing to request a paper copy of the Notice of Meeting and Information Circular as described above, should ensure your request is received by Monday, December 6, 2021.
Registered shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of proxy, or another suitable form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Information Circular.
Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account you are not a registered shareholder.
DATED at Vancouver, British Columbia, November 10, 2021.
BY ORDER OF THE BOARD
“S/Scott White”
Scott White Chief Executive Officer
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