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.

Dexterra Group Inc. Proxy Solicitation & Information Statement 2020

May 1, 2020

45842_rns_2020-04-30_56e55a52-7576-4785-b2ad-a404c67c21f8.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

HORIZON NORTH LOGISTICS INC. 900, 240 – 4[TH] AVENUE S.W. CALGARY, ALBERTA T2P 4H4

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT a special meeting (" Meeting ") of holders (" Shareholders ") of common shares (" Horizon Shares ") of Horizon North Logistics Inc. (the " Corporation ") will be held on the 26[th] day of May, 2020 at 10:00 a.m. (Calgary time) for the following purposes:

  1. to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution, the full text of which is set forth in Appendix B to the accompanying the management information circular (the " Information Circular "), approving the issuance of such number of Horizon Shares to 9477179 Canada Inc. (" Dexterra Parent ") that represent 49% of the issued and outstanding Horizon Shares calculated on a fully diluted basis (including securities exchangeable or exercisable for Horizon Shares) pursuant to the share purchase agreement dated March 9, 2020 among the Corporation, 10647802 Canada Limited (" Dexterra ") and Dexterra Parent (the " Transaction ");

  2. to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution, the full text of which is set forth in Appendix C to the Information Circular, approving the unallocated options that will be available under the Corporation's stock option plan following, and conditional upon, completion of the Transaction, including options which may be considered to be re-granted following their cancellation immediately prior to completion of the Transaction; and

  3. to transact such other business as may be properly brought before the Meeting or any adjournment or postponement thereof.

The details of all matters proposed to be put before Shareholders at the Meeting are set forth in the Information Circular and instrument of proxy accompanying this Notice of Meeting. At the Meeting, Shareholders will be asked to approve each of the foregoing items.

The Corporation currently intends to hold the Meeting on May 26, 2020, at 10:00 a.m. (Calgary time). The health and safety of the communities in which Horizon North operates, its Shareholders, employees and other stakeholders are a top priority of the Corporation. In view of the current and rapidly evolving COVID-19 pandemic and to mitigate health and safety risks, the Meeting will be held in a virtual only format, which will be conducted via live audio webcast at https://web.lumiagm.com/187053516. Details on how to access the Meeting can be found in the Information Circular.

As always, the Corporation encourages Shareholders to vote their Horizon Shares prior to the Meeting following the instructions set out in the instrument of proxy or voting instruction form received by such Shareholders.

Only Shareholders of record at the close of business on April 22, 2020 are entitled to notice of and to attend the Meeting or any adjournment or postponement thereof and to vote thereat. A Shareholder may attend the Meeting or may be represented by proxy in the live audio webcast. Shareholders who are unable to attend the Meeting or any adjournment or postponement are requested to date, sign and return the accompanying instrument of proxy for use at the Meeting or any adjournment or postponement thereof. To be effective, the enclosed instrument of proxy must be mailed so as to reach or be deposited with the office of AST Trust Company (Canada), Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1, prior to 10:00 a.m. (Calgary time) on May 22, 2020 or, in

the case of any adjournment or postponement of the Meeting, not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time set for the Meeting or any adjournment or postponement thereof.

DATED at the City of Calgary, in the Province of Alberta, this 23[rd] day of April, 2020.

BY ORDER OF THE BOARD OF DIRECTORS,

(signed) " Jan M. Campbell "

Jan M. Campbell Corporate Secretary