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Gunnison Copper Corp. — AGM Information 2023
May 19, 2023
46155_rns_2023-05-19_70a8a3f8-e011-4791-bbbe-bb37e02cea75.pdf
AGM Information
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WESANA HEALTH HOLDINGS INC.
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of shares (“ Shares ”) of Wesana Health Holdings Inc. (“ Wesana ” or the “ Company ”) will be held at Odyssey Trust Company, 67 Yonge St., Suite 702, Toronto, Ontario, M5E 1J8, at 10:00 a.m. (Eastern time), on June 9, 2023 for the following purposes:
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to elect the directors of the Company for the ensuing year;
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to receive and consider the annual audited consolidated financial statements of the Company for the financial year ended December 31, 2022, together with the auditor’s report thereon;
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to appoint MNP LLP as the auditors of the Company for the ensuing year and to authorize the board of directors of the Company to fix their remuneration;
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to consider, and if thought advisable, to pass, with or without variation, a special resolution (the “ Sale Resolution ”), the full text of which is set forth in Appendix C to the accompanying management information circular (the “ Circular ”), approving the sale of all or substantially all of the undertaking of the Company (the “ Sale Transaction ”) in accordance with the Business Corporations Act (British Columbia) (the “ BCBCA ”), as contemplated by the asset purchase agreement dated March 20, 2023 (as may be subsequently amended, supplemented or otherwise modified, the “ Asset Purchase Agreement ”) entered into among the Company, the Company’s subsidiary, Wesana Health Inc. (the “ Seller ”), Lucy Scientific Discovery Inc. (“ Lucy ”) and Lucy Scientific Discovery USA Inc., a wholly owned subsidiary of Lucy (the “ Purchaser ”); and
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to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.
On March 20, 2023, Wesana entered into the Asset Purchase Agreement with Lucy, the Purchaser and the Seller, which sets out, among other things, the terms and conditions upon which the Seller is proposing to sell certain assets and assign certain contracts to the Purchaser for total consideration of US$570,000 and 1,000,000 common shares of Lucy. Such sale by the Seller may constitute the disposition of all or substantially all of Wesana’s undertaking under the BCBCA and accordingly requires approval of the Shareholders under such statute. Lucy is a British Columbia company, and its common shares are listed on the Nasdaq Capital Market under the symbols “LSDI”. Lucy is an early-stage psychotropics contract manufacturing company that focuses on contract research, development, and manufacturing organization for the emerging psychotropics-based medicines industry. The proposed Sale Transaction is the result of the review by Wesana’s board of director’s (the “ Board ”) of strategic alternatives, as further described in the Circular in the section entitled “ Sale of All or Substantially All of the Company’s Assets ”.
The completion of the Sale Transaction is subject to, among other conditions, the passage of the Sale Resolution at the Meeting. The Sale Resolution must be approved by at least 66[2] /3% of the votes cast at the Meeting by the holders of Subordinate Voting Shares, Proportionate Subordinate Voting Shares and Super Voting Shares, voting together as a single class. Abstentions will not have any effect on the approval of the Sale Resolution. As of the date of the Circular, Daniel Carcillo, Chad Bronstein and K2 Principal Fund L.P., together owning shares carrying approximately 75.4% of the votes entitled to be cast at the Meeting, have entered into Voting Agreements (as defined in the Circular) agreeing to vote their shares in favour of the Sale Resolution.
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After consulting with Wesana management and receiving advice and assistance of its legal advisors, and after careful consideration of a number of alternatives and factors, including, among others, receipt of the recommendation from the Special Committee (as defined in the Circular), the Fairness Opinion (as defined in the Circular) and the factors set out in the Circular under the heading “ Reasons for the Sale Transaction ”, the Board (with Mr. Carcillo, who declared an interest in the transactions contemplated by the Asset Purchase Agreement, abstaining from voting in respect thereof) determined that the consummation of the transactions contemplated by the Asset Purchase Agreement, including the Sale Transaction, are in the best interests of Wesana and that the consideration to be received by Wesana thereunder is fair to Wesana and recommends that Shareholders vote FOR the Sale Resolution.
The accompanying Circular describes the background to the Board’s determinations and recommendations. The accompanying Circular also contains a detailed description of the Asset Purchase Agreement and the Sale Transaction and includes other information to assist you in considering the matters to be voted upon which we encourage you to carefully consider. If you require assistance, you should consult your financial, tax, legal and other professional advisors.
All summaries of, and references to, the Asset Purchase Agreement, the Voting Agreements, and the Fairness Opinion in this Notice and the Circular are qualified in their entirety by reference to the complete text of these documents, each of which is either included in this Circular as an appendix to this Circular or filed under the Company’s profile on SEDAR at www.sedar.com. Copies of the Asset Purchase Agreement and the Voting Agreements are also available for inspection by Shareholders at the Company’s head office address of 745 Thurlow Street, Suite 2400, Vancouver, British Columbia, V6E 0C5 during business hours on any business day before the day of the Meeting.
The Board has fixed the close of business on May 5, 2023 as the record date for the determination of the Shareholders entitled to receive notice of, and to vote at, the Meeting. Only Shareholders whose names have been entered in the register of shareholders as of the close of business on May 5, 2023 will be entitled to receive notice of, and to vote at, the Meeting.
Shareholders are entitled to vote at the Meeting either in person or by proxy, as described “ ” in the Circular under the heading General Proxy Information . Only registered Shareholders, or the persons appointed as their proxies, are entitled to vote at the Meeting. For information with respect to Shareholders who own their Shares through an intermediary, see “ General Proxy Information — Non-Registered Shareholders ” in the Circular.
Whether or not you are able to attend the Meeting in person, you are encouraged to provide voting instructions on the enclosed form of proxy as soon as possible. The Company’s transfer agent, Odyssey Trust Company, must receive your proxy no later than June 7, 2023 at 10:00 a.m. (Eastern time), or, if the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and holidays in the Province of Ontario) before any adjourned or postponed Meeting. You must send your proxy to the Company’s transfer agent by either using the envelope provided or by mailing the proxy to Odyssey Trust Company 67 Yonge St., Suite 702, Toronto, Ontario, M5E 1J8 (Attention: Proxy Department). You may also vote on the internet by going to https://login.odysseytrust.com/pxlogin and following the instructions. You will need your control number located on the form of proxy. If you wish to vote on the internet, you must do so no later than June 7, 2023 at 10:00 a.m. (Eastern time). If you vote using any other method, your proxy must be received by Odyssey Trust Company no later than June 7, 2023 at 10:00 a.m. (Eastern time).
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If you are a non-registered Shareholder (for example, if you hold Shares in an account with a broker or another intermediary), you should follow the voting procedures described in the form of proxy or voting instruction form provided by your broker or intermediary or call your broker or intermediary for information as to how you can vote your Shares. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker’s clients. Therefore, each non-registered Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting. Note that the deadlines set by your broker or intermediary for submitting your form of proxy or voting instruction form may be earlier than the dates described above.
Dissent Rights
Registered Shareholders have the right to dissent with respect to the Sale Resolution and, if the Sale Resolution is adopted, to be paid the fair value of their Shares in accordance with the provisions of the BCBCA, as described in the accompanying Circular under the heading “ Dissent Rights ” . Failure to strictly comply with the requirements with respect to the dissent rights set forth in the BCBCA may result in the loss of any right to dissent. Persons who are beneficial owners of Shares registered in the name of a broker, custodian, nominee or other intermediary and who wish to dissent must make arrangements for the Shares beneficially owned by them to be registered in their name prior to the time the written objection to the Sale Resolution is required to be received by the Company or, alternatively, make arrangements for the registered Shareholder of such Shares to dissent on their behalf.
Shareholders should follow the instructions on the forms they receive and if they have any questions contact their intermediaries or Odyssey Trust Company, the Company’s transfer agent, toll free within North America at 1.888.290.1175.
DATED this 9[th] day of May, 2023.
BY ORDER OF THE BOARD
(Signed) “ Daniel Carcillo ”
Chief Executive Officer and Director
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