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Biocure Technology Inc. — Proxy Solicitation & Information Statement 2023
Jan 20, 2023
46211_rns_2023-01-19_5126b06e-1a24-4cc6-aada-ebfca6a14ee2.pdf
Proxy Solicitation & Information Statement
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BIOCURE TECHNOLOGY INC.
#300-1055 West Hastings Street
Vancouver, BC V6E 2E9
NOTICE OF SPECIAL MEETING
NOTICE IS HEREBY GIVEN that a special meeting (the " Meeting ") of Biocure Technology Inc. (the " Company ") will be held virtually, on Friday, February 17, 2023 at 1:00 PM., Vancouver time for the following purposes:
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To approve a special resolution concerning the disposition of a majority of the shares held in the Company’s controlled subsidiary, Biocurepharm Corporation; and
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To transact such other business as may properly come before the Meeting or any adjournment thereof;
The details of the matters proposed to be put before the Meeting are set forth in the management information circular of the Company accompanying this Notice of Meeting, which is supplemental to and expressly made a part of this Notice of Meeting.
The board of directors of the Company have fixed January 13, 2023 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.
Pursuant to the provisions of the Business Corporations Act (British Columbia), Shareholders are entitled to exercise rights of dissent in respect of the proposed disposition of shares of Biocurepharm Corporation (the “Disposition”) and to be paid fair value for their common shares of the Company ("Shares"). Holders of Shares wishing to dissent with respect to the Disposition must send a written objection to the Company at its registered office, Suite 2080777 Hornby Street, Vancouver, B.C., V6Z 1S4, Attention: Shauna Hartman, prior to the time of the Meeting, such that the written objection is received no later than 4:30 p.m. (Vancouver time) on February 16, 2023 or by 4:30 p.m. (Vancouver time) on the business day prior to the date which is two business days immediately prior to any adjournment of the Meeting is held, in order to be effective. Failure to strictly comply with these requirements may result in the loss of any right of dissent and shareholders are encouraged to carefully consider their rights and consult their legal advisors. A shareholder’s right of dissent is described in summary form within the Circular.
The Company has determined to hold the Meeting virtually, as permitted by the Business Corporations Act (Business Corporations Act). As a result, there will be no in person attendance at the Meeting, which will be held electronically. Shareholders are urged to vote on the matters before the Meeting by proxy and to listen to the Meeting online. Registered shareholders or proxyholders representing registered shareholders participating in the Meeting virtually will be considered to be present in person at the Meeting for the purposes of determining quorum. Non-registered shareholders who have not duly appointed themselves as a proxyholder will be able to attend the Meeting as a guest, but will not be able to vote at the Meeting.
All shareholders are entitled to attend the Meeting virtually and vote, either at the Meeting, if the shareholder is a registered shareholder, or by proxy.
If you are a registered shareholder of the Company and unable to attend the Meeting, please complete, date and sign the accompanying form of proxy and deposit it with the Company’s transfer agent, Computershare Investor Services Inc. Attn: Proxy Department, 9[th] Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.
If you are a non-registered shareholder of the Company 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 security on your behalf (the “ Intermediary ”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.
Shareholders will have two options to access the Meeting, being via teleconference or through the Zoom application, which requires internet connectivity. Registered shareholders wishing to vote in person and any shareholders wishing to view materials that may be presented by the Company’s management will need to utilize the Zoom application, but any shareholder may listen to the Meeting via teleconference. Registered shareholders participating via teleconference will not be able to vote in person at the Meeting as the Company’s scrutineer must take steps to verify the identity of registered shareholders using the video features.
In order to dial into the Meeting, shareholders will phone 1 778 907 2071 and enter the Meeting ID and Password noted below. Additional dial in numbers in a shareholder’s local area may be available within the Zoom application.
In order to access the Meeting through Zoom, shareholders will need to download the application onto their computer or smartphone and then once the application is loaded, enter the Meeting ID and Password below or open the following link
https://us02web.zoom.us/j/88609828528?pwd=dVNWa0ExOVA1RHFrWDBITkVVSnZ3dz09
Shareholders will have the option through the application to join the video and audio or simply view and listen. All shareholders must, on commencement of the Meeting, register with the scrutineer in order to participate in the Meeting.
Meeting ID: 886 0982 8528
Password: 764497
DATED at Seoul, Korea, this 13th day of January, 2023.
ON BEHALF OF THE BOARD OF BIOCURE TECHNOLOGY INC.
“Sang Mok Lee” Sang Mok Lee
Chief Executive Officer