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CareRx Corporation Proxy Solicitation & Information Statement 2021

May 14, 2021

45165_rns_2021-05-14_b11b2946-76d9-4b16-b375-23f42460c544.pdf

Proxy Solicitation & Information Statement

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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting of shareholders (the “ Meeting ”) of CareRx Corporation (the “ Company ”) will be held through a virtual-only meeting via live audio webcast online at https://virtual-meetings.tsxtrust.com/1125 on June 4, 2021 at 10:00 a.m. (Eastern time) for the following purposes:

  1. to receive the consolidated financial statements of the Company for the year ended December 31, 2020 together with the auditors’ report on those statements;

  2. to elect the board of directors of the Company;

  3. to re-appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the auditors of the Company for the ensuing year and authorize the directors to fix the remuneration of the auditors;

  4. to consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution, the full text of which is included as Appendix A to the accompanying management information circular of the Company dated May 5, 2021 (the “ Circular ”), approving the Long-Term Incentive Plan of the Company;

  5. to consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution, the full text of which is included as Appendix B to the Circular, approving the acquisition of the long-term care pharmacy business of Medical Pharmacies Group Limited and certain of its affiliates (collectively, “ MPGL ”) pursuant to the terms of an asset purchase agreement dated April 16, 2021 and the performance by the Company of its obligations thereunder (the “ Acquisition ”), including, among other things, approval of the issuance of 1,000,000 common shares of the Company (“ Shares ”) forming part of the consideration to be paid to MPGL in connection with the Acquisition;

  6. to consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution, the full text of which is included as Appendix C to the Circular, authorizing and approving the proposed issuance of up to 14,289,751 Shares upon conversion of subscription receipts and broker warrants of the Company to be issued in connection with certain brokered and non-brokered private placements of the Company; and

  7. to transact any other business properly before the Meeting.

The accompanying Circular provides additional information relating to matters to be dealt with at the Meeting. Shareholders are reminded to review the Circular before voting. Electronic copies of this Notice of Meeting and the Circular may be found on the Company’s SEDAR profile at www.sedar.com and also on the Company’s website at www.carerx.ca. You are eligible to vote your common shares of the Company if you were a shareholder of record at the close of business on May 5, 2021.

The Company will be holding the Meeting in a virtual-only format via live webcast available at https://virtual-meetings.tsxtrust.com/1125 where registered shareholders and duly appointed proxyholders can participate, vote, or submit questions during the Meeting. The password to access the Meeting is “carerx2021” (case sensitive).

DATED at Toronto, Ontario this 5[th] day of May, 2021.

By Order of the Board

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Kevin Dalton, Chairman of the Board

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