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BZAM LTD. Proxy Solicitation & Information Statement 2020

Nov 11, 2020

47394_rns_2020-11-11_98db8038-0df1-47fa-b967-6694d883b25b.pdf

Proxy Solicitation & Information Statement

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Notice of 2020 Annual and Special Meeting of Shareholders and Notice of Availability of Meeting Materials

NOTICE and ACCESS

This year, as permitted by the Canadian Securities Administrators we are using “Notice and Access” to deliver our Management Information Circular (“ Information Circular ”) to our shareholders for our Annual and Special Meeting (the “ Meeting ”).

This means that instead of receiving a paper copy of the proxyrelated materials, including the Information Circular, the audited financial statements of the Corporation for the fiscal year ended December 31, 2019 together with the report of the auditors thereon, and the management’s discussion and analysis for the fiscal year ended December 31, 2019, you are receiving this notice, which provides information on how to access the Information Circular and other proxy-related materials online. You will also find below information on how to request paper copies of the Information Circular and other proxy-related materials if you prefer.

SHAREHOLDERS ARE INVITED TO ATTEND OUR ANNUAL AND SPECIAL MEETING:

WHEN: Tuesday, December 15, 2020 10:30 A.M. (Eastern Time)

WHERE: Virtual meeting conducted via live audio webcast. Shareholders can access the Meeting by visiting: www.virtualshareholdermeeting.com/TGOD2020

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SHAREHOLDERS ARE ENCOURAGED TO REVIEW THE PROXY-RELATED MATERIALS PRIOR TO VOTING.

Notice and Access allows us to reduce our printing and mailing costs and is consistent with our sustainability strategy.

You will find enclosed with this notice a proxy or voting instruction form, enabling you to vote at our Meeting.

BUSINESS OF THE MEETING

1. Receiving the consolidated financial statements for the financial period that ended December 31, 2019, together with the report of the auditors thereon;

2. Election of the directors of the Corporation who will serve until the end of the next annual shareholder meeting or until their successors are appointed;

3. Appointment of KPMG LLP, Chartered Professional Accountants, as auditor of the Corporation for the ensuing year and to authorize the directors to fix its remuneration;

  • 4 . Consideration of and, if deemed appropriate, passing of, with or without variation, an ordinary resolution to ratify, confirm and approve the Corporation’s amended and restated employee stock purchase plan, as more particularly described in the Information Circular under “ Approval of the Amended and Restated ESPP”;

5. Consideration of and, if deemed appropriate, passing of, with or without variation, an ordinary resolution to ratify, confirm and approve the Corporation’s Amended and Restated RSU Plan, as more particularly described in the Information Circular under “ Approval of the Amended and Restated RSU Plan” ; and

6. Consideration of and, if deemed appropriate, passing of, with or without variation, an ordinary resolution to ratify, confirm and approve the Corporation’s amended and restated By-Law No.1, as more particularly described in the Information Circular under “ Approval of the Amended and Restated By-Law No.1”

PROXY-RELATED MATERIALS, INCLUDING THE INFORMATION CIRCULAR CAN BE FOUND ONLINE:

On our Website: https://tgod.ca/2020proxymaterials

On SEDAR: On OTC: www.sedar.com www.otcmarkets.com

VOTING

Registered and Beneficial Shareholders are asked to return their completed proxies or voting instruction forms to Broadridge Investor Communications Corporation, or exercise their vote by the voting deadline, December 11, 2020 at 10:30 a.m. (Eastern Time). Please refer to your proxy or voting instruction form for detailed instructions on how to vote.

Internet: www.proxyvote.com

Telephone: 1-800-474-7493 (English) or 1-800-474-7501 (French)

Mail: Broadridge Investor Communications Corporation Data Processing Centre, P.O. Box 3700, Stn. Industrial Park, Markham, ON, L3R 9Z9

REQUESTING A PAPER COPY OF THE PROXY-RELATED MATERIALS

Upon request received at any time prior to or up to one year following the date of filing of the Information Circular, we will send you paper copies of the proxy-related materials at no cost to you.

If you request it before the date of the meeting, a copy of one or more of the Information Circular, the audited financial statements of the Corporation for the fiscal year ended December 31, 2019 together with the report of the auditors thereon, and the management’s discussion and analysis for the fiscal year ended December 31, 2019 will be sent to you within three business days of receiving your request. To receive a copy of one or more of the Information Circular, the audited financial statements of the Corporation for the fiscal year ended December 31, 2019 together with the report of the auditors thereon, and the management’s discussion and analysis for the fiscal year ended December 31, 2019 before the voting deadline and the date of the meeting, we estimate that your request must be received no later than 5:00 p.m. (Eastern Time) on November 30, 2020. Please note that you will not receive another form of proxy or voting instruction form, so in order to exercise your voting rights please keep the one you received with this notice. If you request materials on the date of the meeting or in the year following the filing of the Information Circular, they will be sent to you within 10 calendar days of receiving your request.

Registered Shareholders and Beneficial (or Non Registered) Shareholders: If you have any questions about Notice and Access or would like a copy of any of the proxy-related materials, please call toll-free at 1-888-603-TGOD (8463) or by emailing [email protected].