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CanadaBis Capital Inc. Proxy Solicitation & Information Statement 2023

Jul 28, 2023

47397_rns_2023-07-28_64abc30f-ca20-47e1-bb6b-3e2073f772e7.pdf

Proxy Solicitation & Information Statement

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CANADABIS CAPITAL INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, AUGUST 30, 2023

NOTICE IS HEREBY GIVEN that the annual and special meeting (the “ Meeting ”) of the holders of the common shares (the “ Shareholders ”) of CanadaBis Capital Inc. (the “ Corporation ” or “ CanadaBis ”) will be held at 255C Clearview Dr, Red Deer County, Alberta, on Wednesday, August 30, 2023, at 11:00 a.m. (Calgary time) for the following purposes:

  1. to receive and consider the consolidated financial statements of CanadaBis Capital Inc. for the years ended July 31, 2022 and the auditors’ report thereon;

  2. to fix the number of directors to be elected at five;

  3. to elect the directors of CanadaBis who will serve until the end of the next annual shareholder meeting or until their successors are elected or appointed;

  4. to appoint BDO Canada LLP as auditors of CanadaBis for the ensuing year at such remuneration as may be determined by the board of directors of the Corporation;

  5. to consider, and if thought advisable, to pass, with or without variation, an ordinary resolution approving the Corporation's Stock Option Plan, as amended, as more particularly described in the accompanying Management Proxy Circular dated July 24, 2023 (the “Circular”), and authorize the Corporation's board of directors (the “Board”) to make any amendments thereto that may be required for the purposes of obtaining the approval of applicable securities regulatory authorities or stock exchanges;

  6. to consider and, if thought advisable, to pass, with or without variation, a special resolution to approve a change the name of the Corporation to “Stigma Cannabis Inc.” or to such other name as the directors may determine and acceptable to the regulators; and

  7. to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

This notice of Meeting is accompanied by a Circular. Details of the matters to be put before the Meeting are set forth in the Circular. In the event of an adjournment or postponement of the Meeting, the adjourned or postponed Meeting will be held at a time and place to be specified either by the Corporation before the Meeting or by the Chair of the Meeting, as applicable.

Only Shareholders of record at the close of business on July 24, 2023 (the “ Record Date ”) will be entitled to vote at the Meeting, unless that Shareholder has transferred any common shares subsequent to that date and the transferee shareholder, not later than 10 days before the meeting, establishes ownership of such shares and demands that the transferee’s name be included on the list of shareholders entitled to vote at the meeting. Shareholders are reminded to review the Circular prior to voting in person or by proxy.

If you are a registered Shareholder (i.e., you hold a physical certificate representing your common shares in your name) and are unable to attend the Meeting in person, please exercise your right to vote by

Management Information Circular – Proxy Statement 2 dating, signing and returning the accompanying form of proxy as set forth below. You may also vote your common shares by proxy by appointing another person to attend the Meeting and vote your common shares for you . To be valid, completed proxy forms must be dated, completed, signed and deposited with the Corporation: (i) by mail to CanadaBis Capital Inc., Suite 1620, 734 – 7[th] Avenue SW, Calgary, Alberta, T2P 3P8; or (ii) voting by facsimile to 1- 403-266-2606. . Your proxy or voting instructions must be received in each case no later than 11:00 a.m. (Calgary time) on August 28, 2023, or, if the meeting is adjourned, 24 hours (excluding Saturdays, Sundays and holidays) before the beginning of any adjourned meeting. If you receive more than one proxy form because you own common shares registered in different names or addresses, each proxy form should be completed and returned.

If you are a non-registered Shareholder and have received these materials from your broker or another intermediary, please complete and return the voting instruction form or other authorization form provided to you by your broker or intermediary in accordance with the instructions provided. Failure to do so may result in your common shares not being eligible to be voted at the Meeting.

DATED at Calgary, Alberta this 24[th] day of July, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

_“ ” Signed Travis McIntyre _________________ Travis McIntyre President and Director CanadaBis Capital Inc.