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Atmofizer Technologies Inc. — AGM Information 2021
Aug 31, 2021
42946_rns_2021-08-31_b9fd62d5-0c54-4a9b-9774-294ff7c30b13.pdf
AGM Information
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CONSOLIDATED HCI HOLDINGS CORPORATION
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TAKE NOTICE THAT an Annual and Special Meeting (the “ Meeting ”) of the holders (“ Shareholders ”) of class B shares (the “ Shares ”) in the capital of Consolidated HCI Holdings Corporation (the “ Corporation ”) will be held at the offices of Irwin Lowy LLP, 217 Queen St W, Suite 401, Toronto, ON M5V 0R2 on September 21, 2021 at 12:00 P.M. (Toronto time) for the following purposes:
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to elect, conditional on and effective following the closing of the reverse takeover of the Corporation by Vaxxinator Enterprises Inc. (the “ Business Combination ”), Michael Galloro, Alex Spiro, Albert Pirro, Olivier Centner, Nareda Mills and Dr. Ion Bazac as the new directors of the Corporation (the “ Resulting Issuer Directors ”), to take effect only in the event that the Business Combination is completed, and to elect the current directors of the Corporation, Bradley Morris, Mike Dai and Peter Simeon, to serve as directors of the Corporation until the earlier of: (i) the next annual meeting of Shareholders or until their successors are elected or appointed; and (ii) the Effective Time of the Business Combination (the “ Current Directors ”);
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to appoint Davidson & Company LLP as the auditors of the Corporation to hold office conditional on and effective following the closing of the Business Combination and to authorize the directors of the Corporation to fix the remuneration of the auditor so appointed, the full text of which is set forth in Appendix “A” to the Corporation’s management information circular dated August 19, 2021 (the “ Circular ”), to take effect on the effective time of the Business Combination; and to appoint SRCO Professional Corporation as the auditors of the Corporation, to serve as auditors of the Corporation for the ensuing year if the Business Combination is not completed (the “ Auditor Resolution ”);
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to consider and, if thought advisable, approve with or without variation, an ordinary resolution, the full text of which is set forth in Appendix “B” to the Circular, to authorize and approve the adoption of an omnibus compensation plan of the Corporation, to be implemented only in the event that the Business Combination is completed (the “ Omnibus Compensation Plan Resolution ”);
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to consider and, if thought advisable, approve with or without variation, an ordinary resolution of the majority of the minority Shareholders, the full text of which is set forth in Appendix “C” to the Circular, to authorize and approve the delisting of the Shares from the NEX board of the TSX Venture Exchange, conditional upon the completion of the Business Combination (the “ Delisting Resolution ”);
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to consider and, if thought advisable, approve with or without variation, a special resolution, the full text of which is set forth in Appendix “D” to the Circular, to authorize and approve the continuation from a company incorporated under the federal laws of Canada to a corporation continued under the laws of British Columbia, including the adoption of new articles and notice of articles, which articles will effect an amendment of the existing articles of the Corporation to redesignate all of the outstanding Shares as “Common Shares”, conditional upon the completion of the Business Combination (the “ Continuation Resolution ”);
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to consider and, if though advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in Appendix “E” to the Circular, approving a consolidation of the issued and outstanding Shares on a 24.691:1 basis, conditional upon completion of the Business Combination (the “ Consolidation Resolution ”);
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to consider and, if deemed appropriate, to pass, with or without variation, a special resolution, the full text of which is set forth in Appendix “F” to the Circular, approving the amendment of the
articles of the Corporation to change the name of the Corporation to “The Better Tomorrow Project Ltd.” or such other similar name as the Board, in its sole discretion, deems appropriate or as required by applicable regulatory authorities, conditional upon the completion of the Business Combination (the “ Name Change Resolution ”); and
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The Continuation Resolution, Consolidation Resolution and Name Change Resolution must be approved by not less than two-thirds of the votes cast by Shareholders present in person or represented by proxy at the Meeting. The election of the Current Directors, the election of the Resulting Issuer Directors, the Auditor Resolution and the Omnibus Compensation Plan Resolution must be approved by a majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting. The Delisting Resolution must be approved by a majority of the votes cast by Shareholders and a majority of the minority Shareholders present in person or represented by proxy at the Meeting. Completion of the Business Combination is subject to, among other things, approval of the Canadian Securities Exchange.
This notice of Meeting is accompanied by: (a) the Circular; and (b) either a form of proxy for registered Shareholders or a voting instruction form for beneficial Shareholders. The Circular accompanying this notice of Meeting is incorporated into and shall be deemed to form part of this notice of Meeting.
The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is August 17, 2021 (the “ Record Date ”). Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote, at the Meeting or any adjournments or postponements thereof.
A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournments or postponements thereof in person are requested to complete, date, sign and return the accompanying form of proxy for use at the Meeting or any adjournments or postponements thereof. To be effective, the enclosed form of proxy must be received by Odyssey Trust Company (“ Odyssey ”) by no later than 12:00 P.M. on September 17, 2021 or, in the case of any adjournment or postponement of the Meeting, by no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time for the adjourned or postponed Meeting.
The above time limit for deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion without notice.
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IMPORTANT
With respect to the current COVID-19 outbreak, the Corporation asks that, in considering whether to attend the Meeting in person, shareholders follow the instructions of the Public Health Agency of Canada: (https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html).
The Corporation strongly encourages Shareholders not to attend the Meeting in person and instead to vote their shares by proxy. Any person who is experiencing any of the described COVID-19 symptoms of fever, cough or difficulty breathing or has travelled in the 14 days prior to the Meeting will not be permitted entry into the Meeting. The Company may take additional precautionary measures in relation to the Meeting in response to further developments in the COVID-19 outbreak in its sole discretion.
DISCLAIMER
ANY PERSON WHO ATTENDS THE MEETING IN PERSON DOES SO AT HIS OR HER OWN RISK AND BY ATTENDING THE MEETING IN PERSON, SUCH PERSON ACKNOWLEDGES AND AGREES THAT THE COMPANY AND THE DIRECTORS, OFFICERS AND AGENTS THEREOF ARE NOT LIABLE TO THE PERSON FOR ANY ILLNESSES OR OTHER ADVERSE REACTIONS THAT MAY RESULT FROM SUCH PERSON’S ATTENDANCE AT THE MEETING. ANY PERSON WHO ATTEMPTS TO ENTER THE MEETING BUT IS DENIED ENTRY ACKNOWELDGES AND AGREES THAT HE, SHE OR IT SHALL HAVE NO CLAIM AGAINST THE COMPANY OR ITS, DIRECTORS OFFICERS OR AGENTS FOR SUCH DENIAL OF ENTRY INTO THE MEETING.
DATED this 19[th] day of August, 2021.
BY ORDER OF THE BOARD OF DIRECTORS
“Bradley Morris”
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Bradley Morris, Chief Executive Officer
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