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IDEX Metals Corp. — Proxy Solicitation & Information Statement 2025
Jan 21, 2025
48370_rns_2025-01-21_3aab98a4-249c-45ff-9308-d67272a2ffa9.pdf
Proxy Solicitation & Information Statement
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GOODBRIDGE CAPITAL CORP.
Suite 1500, 1055 W. Georgia St.
Vancouver, British Columbia V6E 4N7
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual general and special meeting (the "Meeting") of the shareholders of Goodbridge Capital Corp. (the "Corporation") will be held on February 11, 2025, at the hour of 10:00am (Eastern time), at Suite 401, 217 Queen Street West, Toronto, Ontario M5V 0R2 for the following purposes:
- to receive and consider the audited consolidated financial statements of the Corporation for the years ended March 31, 2024 and 2023 and the respective report of the auditors thereon;
- to pass, with or without variation, an ordinary resolution fixing the number of directors of the Corporation at four (4);
- to elect the directors of the Corporation that will (i) hold office until the earlier of the next annual meeting of the Corporation or completion of a proposed transaction between the Corporation and IDEX Metals Corp. (the "Proposed Transaction"); and (ii) thereafter, to hold office conditional on and effective following the closing of the Proposed Transaction (the "Proposed Transaction Election of Directors") until the earlier of the next annual meeting of the Corporation, or until their successors are elected or appointed;
- to appoint the auditors of the Corporation and to authorize the directors to fix their remuneration;
- to consider, and if deemed advisable, to (i) pass with or without variation, an ordinary resolution of shareholders approving the stock option plan of the Company (the "Stock Option Plan"); and (ii) thereafter, pass an ordinary resolution approving the adoption of the Corporation's omnibus incentive plan (the "Omnibus Incentive Plan") to be effective following the closing of the Proposed Transaction; and
- to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.
A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his duly executed form of proxy with the Corporation's transfer agent and registrar, Odyssey Trust Corporation Inc. ("Odyssey"), at 350-409 Granville St, Vancouver, British Columbia, V6C 1T2 not later than 10:00 a.m. (Eastern time) on February 7, 2025 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting.
Shareholders who are unable to attend the Meeting in person, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.
The board of directors of the Corporation has by resolution fixed the close of business on December 24, 2024 as the record date, being the date for the determination of the registered holders of common shares of the Corporation entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.
The accompanying management information circular provides additional detailed 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 annual general and special meeting. Additional information about the Corporation and its consolidated financial statements are also available on the Corporation's profile at www.sedarplus.ca.
DATED at Toronto, Ontario this 8th day of January, 2025.
BY ORDER OF THE BOARD
"Anthony Viele" (signed)
Chief Executive Officer