Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

CULT Food Science Proxy Solicitation & Information Statement 2023

Jul 10, 2023

44459_rns_2023-07-10_f8673bfa-c34e-4874-81c0-c47368d4e73f.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS GIVEN THAT a special meeting (the “Meeting”) of the holders of common shares (the “Shareholders”) of CULT Food Science Corp. (the “Company”) will be held at 810 – 789 West Pender Street Vancouver BC V6C 1H2 and/or by teleconference, at 1-800-319-7310, Participation Code: 18707, followed by the # sign on Friday, August 11, 2023 at 10:00 a.m. (Vancouver time) for the following purposes:

  1. To approve a special resolution, the full text of which is set forth in the Information Circular dated June 26, 2023, with or without variation, the consolidation of the Company’s common shares on a four (4) for one (1) basis.

The Company’s board of directors (the “Board”) has fixed June 26, 2023 as the record date for the determination of Shareholders entitled to receive 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 receive such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

The Company has elected to use the notice-and-access provisions under National Instrument 54-101 and National Instrument 51-102 (the “Notice-and-Access Provisions”) for the Meeting. The Notice-and- Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to Shareholders by allowing the Company to post the Information Circular, and any additional materials (collectively, the “Meeting Materials”) online. Shareholders will still receive this Notice of Meeting, a form of proxy and may choose to receive a paper copy of the Meeting Materials.

The Company will not use the procedure known as ‘stratification’ in relation to the use of Notice and Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Information Circular to some shareholders with this notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and- Access Provisions, which will not include a paper copy of the Meeting Materials.

PLEASE REVIEW THE INFORMATION CIRCULAR CAREFULLY IN FULL PRIOR TO VOTING IN RELATION TO THE RESOLUTIONS BEING PRESENTED, AS THE INFORMATION CIRCULAR HAS BEEN PREPARED TO HELP YOU MAKE AN INFORMED DECISION ON THE MATTERS TO BE VOTED UPON AT THE MEETING. THE INFORMATION CIRCULAR IS AVAILABLE AT WWW.EPROXY.CA/CULTEFOOD/2023SM/ AND UNDER THE COMPANY’S PROFILE ON SEDAR AT WWW.SEDAR.COM ANY SHAREHOLDER WHO WISHES TO RECEIVE A PAPER COPY OF THE MEETING MATERIALS (INCLUDING THE INFORMATION CIRCULAR) SHOULD CONTACT THE COMPANY’S TRANSFER AGENT BY EMAIL TO: [email protected] OR BY CALLING TOLL-FREE AT 1-888-787-0888.

ALSO USE THE TOLL-FREE NUMBER NOTED ABOVE TO OBTAIN ADDITIONAL INFORMATION ABOUT THE NOTICE-AND-ACCESS PROVISIONS.

If you are a registered Shareholder of the Company and are unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with the Company’s transfer agent, Endeavor Trust Corporation, 702 – 777 Hornby Street, Vancouver, British Columbia, V6Z 1S4, by mail, or by fax at 604-559-8908, or by email at [email protected], no later than 10:00 a.m. on August 9, 2023 or at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of any adjournment or postponement of the Meeting.

If you are a non-registered Shareholder and received this notice (“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 securities on your behalf (the “Intermediary”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary. In view of the current and rapidly evolving COVID-19 outbreak, the Company asks that, in considering whether to attend the Meeting in person, shareholders follow the instructions of the Public Health Agency of Canada (https://www.canada.ca/en/public-health/services/diseases/2019-novel-coronavirus-infection.html). The Company encourages Shareholders not to attend the Meeting in person if experiencing any of the


described COVID-19 symptoms of fever, cough or difficulty breathing. The Company may take additional precautionary measures in relation to the Meeting in response to further developments in the COVID-19 outbreak. As always, the Company encourages shareholders to vote prior to the Meeting. Shareholders are encouraged to vote on the matters before the Meeting by proxy and to join the Meeting by teleconference. To access the Meeting by teleconference, dial toll free at 1-800-319-7310, Participation Code: 18707, followed by the # sign.

Dated at Vancouver, British Columbia, this 26th day of June, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

Signed: “Lejjy Gafour”

Lejjy Gafour Chief Executive Officer