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Fab-Form Industries Ltd. AGM Information 2021

Jun 29, 2021

44274_rns_2021-06-28_530a0dc3-276e-4a57-a5be-3a2e29d96e58.pdf

AGM Information

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MINUTES OF THE ANNUAL GENERAL MEETING OF FAB-FORM INDUSTRIES INC., HELD AT UNIT 19, 1610 DERWENT WAY, IN THE CITY OF DELTA, IN THE PROVINCE OF BRITISH COLUMBIA, AT 4:00 O’CLOCK IN THE AFTERNOON (VANCOUVER TIME) ON FRIDAY, THE 25[th] DAY OF JUNE, A.D. 2021

Rick Fearn acted as Chairman and Nigel Protter acted as Secretary of the Meeting.

Rod Hoffmeister acted as the Scrutineer of the Meeting.

The Meeting was referred to the Notice calling the Meeting and was informed that the Company has delivered an Affidavit of mailing the Notice of the Meeting to all shareholders.

As there was a quorum present, the Meeting was legally called and properly constituted to carry out the business.

UPON MOTION DULY MOVED AND UNANIMOUSLY CARRIED, IT WAS RESOLVED THAT the Meeting dispense with the reading of the Notice of Meeting.

UPON MOTION DULY MOVED AND UNANIMOUSLY CARRIED, IT WAS RESOLVED THAT the Meeting dispense with the reading of the Minutes of the last Annual General Meeting.

UPON MOTION DULY MOVED AND UNANIMOUSLY CARRIED, IT WAS RESOLVED THAT the number of directors is fixed at four (4).

There being no further nominations.

UPON MOTION DULY MOVED AND UNANIMOUSLY CARRIED, IT WAS RESOLVED THAT Richard Fearn, Nigel Protter, Don Russell and Joey Fearn are elected Directors of the Company for the ensuing year.

UPON MOTION DULY MOVED AND UNANIMOUSLY CARRIED, IT WAS RESOLVED THAT Culver & Co., Chartered Accountants, be appointed Auditors for the ensuing year.

UPON MOTION DULY MOVED AND UNANIMOUSLY CARRIED, IT WAS RESOLVED THAT the directors be authorized to fix the remuneration to be paid to the auditor.

UPON MOTION DULY MOVED AND UNANIMOUSLY CARRIED, IT WAS RESOLVED AS A SPECIAL RESOLUTION TO (1) ratify and approve the exercise of any stock options granted in the previous year or as granted hereunder, (2) authorize and approve the granting and exercise of stock options in the forthcoming year, subject to the approval by the TSX Venture Exchange, and (3) authorize the Board of Directors to renegotiate or cancel any existing stock options.

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UPON MOTION DULY MOVED AND UNANIMOUSLY CARRIED, IT WAS RESOLVED AS AN ORDINARY RESOLUTION TO grant authority to the Board of Directors to proceed with and complete one or more private placements within the 12 month period following the meeting up to a maximum of 8,822,065 shares or equal to 100% of the current outstanding shares of the Company, and any consequential change in the effective control of the Company, provided that such placements are completed in accordance with the policies of the TSX Venture Exchange.

UPON MOTION DULY MOVED AND UNANIMOUSLY CARRIED, IT WAS RESOLVED AS AN ORDINARY RESOLUTION THAT the meeting ratifies, confirms, and approves all acts, deeds and things done by and the proceedings of the directors and officers of the Company on its behalf since the last Annual General Meeting of the Company.

THERE BEING NO FURTHER BUSINESS THE MEETING THEN

ADJOURNED.

“Rick Fearn”

Rick Fearn CHAIRMAN

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SCHEDULE A

FAB-FORM INDUSTRIES LTD.

ANNUAL AND EXTRA-ORDINARY GENERAL MEETING OF SHARESHOLDERS HELD ON 25[th] JUNE 2021

REPORT ON ATTENDANCE

We are pleased to report that there were eleven shareholders holding at least 3,869,870 common shares represented in person or by proxy at this meeting, representing at least 43.7% of the 8,822,065 issued and outstanding common shares.

Dated this 25[th] day of June 2021

Scrutineer “Rod Hoffmeister” Rod Hoffmeister

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Attendee Shares
Herb Bentz 251,612
Nigel Protter 190,000
Rick Fearn 3,025,681
JoeyFearn 115,667
Don Russell 24,910
Rod Hoffmeister 250,000
Total attending 3,857,870
Shares outstanding 8,822,065
Percent attending 43.73%