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CleanGo Innovations Inc. Proxy Solicitation & Information Statement 2021

Feb 2, 2021

47310_rns_2021-02-01_f29213bc-2c23-4873-9c58-c32401026ec6.pdf

Proxy Solicitation & Information Statement

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the special meeting (the “ Meeting ”) of the shareholders of SoftLab9 Technologies Inc. (“ SoftLab9 ”) will be held at Suite 1100-1111 Melville Street, Vancouver BC V6E3V6, on Monday, February 22, at 9:00 AM (Pacific Time), for the following purposes:

  • (a) to consider and if thought advisable, to pass, with or without variation, an ordinary resolution (the “ Fundamental Change Resolution ”) approving the “fundamental change” of SoftLab9 resulting from the acquisition of Clean Go Green Go Inc. (the “ Acquisition ”) and, conditional upon completion of the Acquisition, increasing the size of the board of directors of SoftLab9 from four to five directors and electing Anthony Sarvucci, Alnoor Nathoo, Dr. Darren Clarke, Eugene Chen and Morgan Rebrinsky as directors of SoftLab9, all as more particularly set out in the accompanying joint information circular (the “ Circular ”);

  • (b) conditional and effective upon the closing of the Acquisition, to approve a special resolution (the “ Continuation Resolution ”) approving the continuation of SoftLab9 from British Columbia and the Business Corporations Act (British Columbia) (“ BCBCA ”) to Alberta and the Business Corporations Act (Alberta) (the “ Continuation ”), including the adoption of a new set of bylaws, substantially in the form attached as Appendix I to the Circular; and

  • (c) to transact such other business as may be properly brought before the Meeting or any adjournment or postponement thereof.

As announced by SoftLab9 by news release dated November 23, 2020, SoftLab9 entered into an arrangement agreement dated November 20, 2020 (the “ Arrangement Agreement ”) pursuant to which SoftLab9 will acquire all of the outstanding shares of Clean Go Green Go Inc. (“ CGGG ”), an Alberta based FDA and Health Canada approved manufacturer of a suite of green, non-toxic, and biodegradable cleaning products for industrial, commercial and consumer markets, and hand sanitizer gel and wipes sold in Canada and the United States. The Acquisition is a “fundamental change” for SoftLab9 as defined under Canadian Securities Exchange policies. A copy of the Arrangement Agreement is available under SoftLab9’s profile on SEDAR and under Appendix C of this Circular. The Fundamental Change Resolution and Continuation Resolution, which are presented in connection with the Acquisition require SoftLab9 shareholder approval.

Take notice that, pursuant to the BCBCA, each registered SoftLab9 shareholder has the right to dissent from the Continuation and, if the Continuation becomes effective, to be paid the fair value of the SoftLab9 shares in respect of which the registered SoftLab9 shareholder exercised the right of dissent, in accordance with the dissent procedures contained in the BCBCA. To exercise the right of dissent, (a) a written notice of dissent with respect to the Continuation from the registered SoftLab9 shareholder must be received by SoftLab9 at Suite 605, 815 Hornby Street, Vancouver, British Columbia V6Z 2E6, Attention: Rahim Mohamed, with a copy to its legal counsel, Segev LLP, at 6[th] Floor, 905 West Pender Street, Vancouver, British Columbia V6C 1L6, Attention: Evie Sheppard, by not later than 10:00 a.m. (Pacific

time) two days prior to any adjournment or postponement of the SoftLab9 Meeting, and (b) the registered SoftLab9 shareholder must have otherwise complied with the dissent procedures. The right to dissent regarding the Continuation is described in the Circular and as set forth in Appendix E to the Circular.

As part of our efforts to protect the health and safety of the public and our team members in light of the COVID-19 situation, SoftLab9 will still hold a physical meeting, but SoftLab9 Shareholders will not be admitted to attend while the social distancing rules are in place. SoftLab9 Shareholders may participate in the Meeting via audio conference call by calling the number provided below. SoftLab9 Shareholders will not be able to vote their shares at the Meeting in person and instead are asked to complete, date and sign the enclosed form of proxy, or another suitable form of proxy, and deliver it by fax or by mail in accordance with the instructions set out in the form of proxy and in the Circular to ensure that their shares will be voted at the Meeting. SoftLab9 Shareholders will not be able to attend the Meeting in person.

THE BOARD OF DIRECTORS AND MANAGEMENT REQUEST THAT ALL SOFTLAB9 SHAREHOLDERS VOTE BY PROXY AND NOT ATTEND THE MEETING IN PERSON. THE LOGIN INFORMATION IS PROVIDED BELOW AND IT ENABLES SHAREHOLDERS TO PARTICIPATE IN A VOICE-ONLY CONFERENCE CALL. YOU WILL NOT BE ABLE TO VOTE VIA CONFERENCE CALL.

To Join the webinar please follow link and pre-register your attendance https://us02web.zoom.us/j/84686326077?pwd=NmpCRHV1dTVDeDRVbjdWZFpIZ1ZCQT09

Dial-in toll-free: 1 -855 703 8985 (Canada) Dial-in toll-free: 888 788 0099 or 833 548 0276 (United States) International Dial In Numbers: https://us02web.zoom.us/u/kdPt6KfEn2 Webinar ID: 846 8632 6077 Passcode: 958132

DATED at Vancouver, British Columbia, January 25, 2021.

BY ORDER OF THE BOARD OF DIRECTORS OF SOFTLAB9 TECHNOLOGIES INC.

(signed) " Rahim Mohamed "

CEO, Chairman