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Fiore Cannabis Ltd. AGM Information 2021

Mar 30, 2021

47184_rns_2021-03-30_2e9f59fc-6f41-44cd-a460-d7b653ceddda.pdf

AGM Information

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FIORE CANNABIS LTD. (formerly Citation Growth Corp.) 102 – 1561 Sutherland Avenue Kelowna, British Columbia Canada V1Y 5Y7 Telephone: 1-(877)-438-5448

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS AND AVAILABILITY OF MEETING MATERIALS

You are receiving this notification as Fiore Cannabis Ltd. (the “ Company ”) is using the notice and access procedures adopted by the Canadian Securities Administrators for electronic delivery of its Notice of Meeting and Information Circular for the Company’s April 20, 2021 Annual General and Special Meeting (the “ Meeting Materials ”) instead of mailing out paper copies. Under this delivery method, companies can, instead of mailing out paper copies, post their meeting materials on a website and send a notification to shareholders with access details.

This notification provides details of the date, time and place of the Annual General and Special Meeting, including the matters to be voted on, and instructions on how to access an electronic copy, or request a paper copy of the Meeting Materials. Accompanying this notice is a form of Proxy or Voting Instruction form.

HOW TO ACCESS THE MEETING MATERIALS

The Meeting Materials can be viewed online under the Company’s profile at www.sedar.com or on the Company’s website at http://fiorecannabis.com/investors/

You can obtain a paper copy of the Meeting Materials free of charge, by

  1. calling the Company toll-free at 1-877- 438- 5448 (in Canada or the U.S.); or

  2. sending an email [email protected] by providing your name and mailing address.

If you wish to receive a paper copy of the Meeting Materials, they will be sent within three business days of your request, if such requests are made before the meeting date. To ensure you receive the material in advance of the voting deadline and meeting date, your request should be provided to the Company as soon as possible.

MEETING DATE AND LOCATION

The Annual General and Special Meeting of Shareholders will be held on Tuesday, April 20, 2021, at 10:00 a.m. (Pacific Time) in a virtual only format, which will be conducted via live audio webcast, and can be accessed by logging in online at http://iqueque.iqconferencecall.com/ (Meeting Number: 13717442) or by calling 1-877-407-2991 (Toll-Free) / 1-201-3890925 (Toll) (Event 14).

MATTERS TO BE VOTED ON AT THE MEETING

At the Meeting, shareholders will be asked to vote on the following:

  1. Number of Directors - to fix the number of directors of the Company at three, see “ Election of Directors ” as more particularly described in the Information Circular prepared for the Meeting;

  2. Election of Directors - to elect directors of the Company for the ensuing year, see “ Election of Directors, as more particularly described in the Information Circular prepared for the Meeting;

  3. Appointment of Auditor - to appoint the auditor of the Company for the ensuing year and to authorize the board of directors to fix the auditor’s remuneration, see “ Appointment of Auditor” as more particularly described in the Information Circular prepared for the Meeting;

  • 2 -
  1. Increase maximum number under Fixed Share Option Plan - to consider and, if thought fit, to pass an ordinary resolution of disinterested shareholders to ratify, confirm and approve an increase in the number of Shares to be reserved for issuance under the Company’s Fixed Share Option Plan, see “ Increase Number Fixed Share Option Plan ” as more particularly described in the Information Circular prepared for the Meeting;

  2. Increase maximum number under Fixed Restricted Stock Unit Plan - to consider and, if thought fit, to pass an ordinary resolution of disinterested shareholders to ratify, confirm and approve an increase in the number of Shares to be reserved for issuance under the Company’s Fixed Restricted Stock Option Plan, see “ Increase Number Fixed Restricted Share Unit Plan ” as more particularly described in the Information Circular prepared for the Meeting; and

The consolidated audited financial statements for the year ended March 31, 2020, the report of the auditor and the related management discussion and analysis will be made available at the Meeting and are available on www.sedar.com.

VOTING

You cannot vote by returning this notice.

To vote your securities you must vote online, by telephone, by fax or by mailing the enclosed Proxy or Voting Instruction Form for receipt by 10:00 a.m. (Pacific Time), on Friday, April 16, 2021 using the enclosed Business Reply Envelope.

If you ask for the Meeting Materials to be mailed to you, please note that another Proxy or Voting Instruction Form will not be sent; please retain your current one for voting purposes.

Please review the Meeting Materials before voting.

QUESTIONS

Shareholders with questions about Notice and Access can contact the Company through its toll-free number at 1-877-438-5448 (in Canada or the U.S.), or by email at [email protected].

Registered shareholders who are unable to attend the virtual Meeting and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of proxy, or another suitable form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Information Circular.

Non-registered shareholders who plan to attend the virtual Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account, you are a non-registered shareholder.

DATED at Vancouver, British Columbia, March 8, 2021.

BY ORDER OF THE BOARD

(Signed) Erik Anderson”

Erik Anderson President and Chief Executive Officer