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Bee Vectoring Technologies International Inc. AGM Information 2024

Jul 6, 2024

46960_rns_2024-07-05_c6369f4b-440e-4457-ae57-a16bef4982d1.pdf

AGM Information

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BEE VECTORING TECHNOLOGIES INTERNATIONAL INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “ Meeting ”) of shareholders (the “ Shareholders ”) of Bee Vectoring Technologies International Inc. (the “ Company ”) will be held at Suite 1890 – 1075 West Georgia Street, Vancouver, BC, V6E 3C9, on Tuesday, the 6[th] day of August, 2024, at the hour of 10:00 a.m. (PT) for the following purposes:

  1. to receive the financial statements of the Company for the years ended September 30, 2023 and 2022 and the auditors' report thereon;

  2. to set the numbers of directors at three (3);

  3. to elect three (3) directors for the ensuing year;

  4. to re-appoint DNTW Toronto LLP, as auditor of the Company for the ensuing year and to authorize the board of directors to fix the auditor’s remuneration;

  5. to consider, and if thought appropriate, to pass, with or without variation, an ordinary resolution of Shareholders to approve and ratify the Company’s 20% rolling stock option plan (the “ Option Plan ”) for the ensuing three years, as more particularly described in an accompanying information circular;

  6. to consider, and if thought appropriate, to pass, with or without variation, an ordinary resolution of Shareholders to approve and ratify the Company’s restricted share unit plan (the “ RSU Plan ”) for the ensuing three years, as more particularly described in an accompanying information circular;

  7. to consider and, if thought appropriate, to pass, with or without variation, a special resolution, substantially in the form set out in the Information Circular, authorizing and approving the proposed consolidation of the issued and outstanding common shares of the Company on the basis of a consolidation ratio to be selected by the Board of Directors, within a range of between seven (7) pre-consolidation common shares for one (1) post-consolidation common share and fifty (50) pre-consolidation Common Shares for one (1) post-consolidation common share (the “Consolidation”), as more specifically set out in the accompanying information circular; and

  8. to transact such further or other business as may properly come before the said meeting or any adjournment or adjournments thereof.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Meeting.

If you are a registered Shareholder of the Company and unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with the Company’s transfer agent, Endeavor Trust Corporation, 702 – 777 Hornby Street, Vancouver, British Columbia, V6Z 1S4, no later than 10:00 a.m. on Thursday, August 1, 2024 or at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of any adjournment or postponement of the Meeting.

If you are a non-registered Shareholder and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (the “ Intermediary ”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

The Company has elected to use the notice-and-access provisions under National Instrument 54-101 and National Instrument 51102 (the “ Notice-and-Access Provisions ”) for the Meeting. The Notice-and- Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to Shareholders by allowing the Company to post the Information Circular, the Company’s 2023 and 2022 audited financial statements and the related management’s discussion and analysis, and any additional materials (collectively, the “ Meeting Materials ”) online. Shareholders will still receive this Notice of Meeting, a form of proxy and request for financial information form and may choose to receive a paper copy of the Meeting Materials.

The Company will not use the procedure known as ‘stratification’ in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Information Circular to some Shareholders with this notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and- Access Provisions, which will not include a paper copy of the Meeting Materials.

PLEASE REVIEW THE INFORMATION CIRCULAR CAREFULLY IN FULL PRIOR TO VOTING IN RELATION TO THE RESOLUTIONS BEING PRESENTED, AS THE INFORMATION CIRCULAR HAS BEEN PREPARED TO HELP YOU MAKE AN INFORMED DECISION ON THE MATTERS. THE INFORMATION CIRCULAR IS

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AVAILABLE AT WWW.BEEVT.COM AND UNDER THE COMPANY’S PROFILE ON SEDAR+ AT WWW.SEDARPLUS.CA. ANY SHAREHOLDER WHO WISHES TO RECEIVE A PAPER COPY ON THE MEETING MATERIALS (INCLUDING THE INFORMATION CIRCULAR) SHOULD CONTACT THE COMPANY AT 1890 - 1075 WEST GEORGIA STREET, VANCOUVER, BRITISH COLUMBIA, V6E 3C9, BY FAX AT 604-687-3141, BY TELEPHONE TOLL FREE AT 1-888-410-0304 OR BY EMAIL AT [email protected]. SHAREHOLDERS MAY ALSO USE THE TOLL-FREE NUMBER NOTED ABOVE TO OBTAIN ADDITIONAL INFORMATION ABOUT THE NOTICE-AND-ACCESS PROVISIONS.

A copy of the Information Circular, a form of proxy, and a return envelope accompany this Notice of Meeting. A copy of the financial statements of the Company for the years ended September 30, 2023 and 2022 and the auditors' report thereon will be available for review at the Meeting and are available to the public on the SEDAR+ website at www.sedarplus.ca.

The record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting is June 7, 2024 (the “ Record Date ”). Shareholders of the Company whose names have been entered on 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.

A shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. To be effective, the enclosed proxy must be mailed so as to reach or be deposited with Endeavor Trust Corporation, Suite 702 – 777 Hornby Street, Vancouver, BC, V6Z 1S4, facsimile: (604) 559-8908, not later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time set for the Meeting or any adjournment thereof.

The instrument appointing a proxy must be in writing and must be executed by the shareholder or his or her attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized.

The individuals named in the enclosed form of proxy are directors and/or officers of the Company. Each shareholder has the right to appoint a proxyholder other than such individuals, who need not be a shareholder, to attend and to act for such shareholder and on such shareholder’s behalf at the Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the shareholder’s appointee should be legibly printed in the blank space provided.

As always, the Company encourages shareholders to vote prior to the Meeting. Shareholders are encouraged to vote on the matters before the Meeting by proxy and to join the Meeting by teleconference. To access the Meeting by teleconference, dial toll free at 1-877-407-8816, Participation Code: 77783, followed by the # sign.

DATED this 25th day of June, 2024.

BY ORDER OF THE BOARD

“Ashish Malik”

Ashish Malik, Chief Executive Officer

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