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Eddy Smart Home Solutions Ltd. AGM Information 2024

May 24, 2024

48019_rns_2024-05-24_e20f71ea-b7f1-4c3b-bedc-e4cd9c713438.pdf

AGM Information

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EDDY SMART HOME SOLUTIONS LTD. 6 Eglinton Avenue East, Suite 200 Toronto, ON M4P 1A6

NOTICE OF ANNUAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN that the annual and special meeting (the “ Meeting ”) of the shareholders of Eddy Smart Home Solutions Ltd. (the “ Company ”) will be held at the offices of the Company at 6 Eglinton Avenue East, Suite 200, Toronto, ON M4P 1A6, on June 17, 2024, beginning at 11:00 am (Toronto time) for the following purposes:

  1. to place before the Meeting the audited financial statements of the Company for the fiscal year ended December 31, 2023, and the accompanying report of the auditors thereon;

  2. to set the number of directors of the Company at six and to elect Mark Silver, Chris Gower, Paul Pathak, Gary Goodman, George Krieser and William Jones as directors of the Company to hold office until the next annual meeting of the Company, or until their earlier resignation or such time as their successors are duly elected or appointed in accordance with the Company’s constating documents;

  3. to appoint MNP LLP as the auditors of the Company for the fiscal year ending December 31, 2024, at remuneration to be fixed by the board of directors of the Company (the “ Board ”);

  4. to consider, and if thought appropriate, pass, whether with or without variation a special resolution authorizing a consolidation of the issued and outstanding common shares of the Company (the “ Consolidation ”) on the basis of one hundred (100) pre-consolidation common share for each one post-consolidation common share, or such lower ratio as the board may determine, acting in the best interests of the Company, the full text of which is set out in the accompanying management information circular (the “ Information Circular ”);

  5. to consider and, if thought appropriate, pass, whether with or without variation, an ordinary resolution to approve the issuance and sale by the Company of up to 5,333,333 post-Consolidation shares to Mr. Mark Silver, or his controlled companies, on a private placement basis, including 775,920 post-Consolidation Shares to Shalcor Management Inc. (“ Shalcor ”), a company controlled by Mr. Silver, to effect a debt conversion for amounts owing to Shalcor (the “ Debt Conversion ”), for aggregate gross proceeds of up to $8,000,000 (the “ Offering ), which shares will only be issued to Mr. Silver or his controlled companies, beyond Mr. Silver’s current pro rata ownership in the Company, to the extent that the Offering is not taken by other existing shareholders of the Company and, in connection therewith, to specifically approve:

  6. (A) the creation of Mr. Silver as a “Control Person” of the Company, in accordance with the applicable policies of the TSX Venture Exchange; and

  7. (B) the issuance of the post-Consolidation shares to Mr. Silver, or his controlled companies, under the Offering and Debt Conversion and their participation in the Offering and Debt Conversion as a “related party transaction” in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions , the full text of which resolution is set out in the Information Circular;

  8. to consider, and if thought appropriate, pass, whether with or without variation, an ordinary resolution approving the adoption of a new equity incentive plan of the Company, which will take effect after completion of the Consolidation, Offering, and Debt Conversion which shall consist of a 10% rolling equity incentive grant component, as further described in the Information Circular; and

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

The Information Circular accompanying this notice of Meeting (the “ Notice of Meeting ”) provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Meeting. The Board has fixed April 30, 2024 as the record date for the determination of shareholders entitled to 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 such notice and to vote at the Meeting in the circumstances set out in the Information Circular.

If you are a registered shareholder of the Company and unable to attend the Meeting, please exercise your right to vote by: (a) completing, dating, signing and returning the form of proxy in the enclosed proxy return envelope to TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, Canada, M5H 4H1; (b) logging on to www.voteproxyonline.com and entering your 12-digit control number found on your form of proxy; or (c) faxing the

completed form of proxy to (416) 595-9593. A completed proxy must be received at TSX Trust Company no later than 11:00 am (Toronto time) on June 13, 2024 or at least 48 hours (excluding Saturdays, Sundays and holidays) preceding any adjournment of the Meeting. Late proxies may be accepted or rejected by the chairman of the Meeting in their discretion, and the chairman is under no obligation to accept or reject any particular late proxies.

If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, or 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 (each, an “ Intermediary ”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Toronto, Ontario, this 14[th] day of May, 2024.

By Order of the Board of Directors of

EDDY SMART HOME SOLUTIONS LTD.

“Mark Silver” Mark Silver CEO and Executive Chairman

PLEASE VOTE. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED FORM OF PROXY AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED.

Shareholders may reach out to TSX Trust for assistance by calling 1-866-600-5869 or email at [email protected].