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Impact Development Group — AGM Information 2023
May 30, 2023
48077_rns_2023-05-29_1de631a4-7f1b-4335-922c-6b1f14f649b0.pdf
AGM Information
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YUBBA CAPITAL CORP.
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TAKE NOTICE THAT an annual general and special meeting (the “ Meeting ”) of the shareholders of Yubba Capital Corp. (the “ Corporation ”) will be held on June 21, 2023 at 11:00 a.m. (Toronto time) by Zoom video conference (“ Zoom ”) (but shareholders will not be permitted to vote over Zoom) at the following link https://us06web.zoom.us/j/82557437382?pwd=ZXdaS1J4MFRJWjhVUXd3M3NiYjQ3UT09 for the following purposes:
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to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving the amendment of the articles of the Corporation to change the name of the Corporation to “Impact Development Group Inc.”, or such other similar name as may be determined by Impact Housing Corporation (“ IHC ”) conditional on and effective upon the completion of the proposed qualifying transaction of the Corporation with IHC (the Transaction ”);
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conditional on and effective upon the completion of the Transaction, to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving an amendment to the articles of the Corporation to reflect the consolidation of the issued and outstanding common shares in the capital of the Corporation (the “ Common Shares ”) on the basis of one post-consolidation Common Share for every 26.0903 pre-consolidation Common Shares;
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to elect the directors of the Corporation that will hold office until the earlier of: (a) the next annual meeting of shareholders of the Corporation, (b) the completion of the Transaction, or (c) his/her successor is duly elected or appointed in accordance with the Business Corporations Act (Ontario) and the By-Laws of the Corporation, unless his/her office is vacated earlier.
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conditional on and effective upon the completion of the Transaction, to elect the directors of the Corporation, as more fully described in the management information circular in respect of the Meeting (the “ Circular ”) accompanying this notice of Meeting;
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to reappoint MNP LLP as the auditors of the Corporation to hold office until the close of the next annual meeting of shareholders of the Corporation and authorize the directors to fix their remuneration as such;
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conditional on and effective upon the completion of the Transaction, to appoint MNP LLP as the auditors of the Corporation, as more fully described in the Circular;
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to receive and consider the audited financial statements for the last two financial years ended December 31, 2022 and period from January 8, 2021 (date of incorporation) to December 31, 2021 (the “ Financial Statements ”) and corresponding auditor’s reports;
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to consider and, if deemed appropriate, to pass an ordinary resolution of disinterested shareholders, approving a new omnibus equity incentive plan of the Corporation, conditional on and effective upon completion of the Transaction, in the form set out as Schedule “B” to the Circular; and
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to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to approve, for the ensuing year, the Corporation’s incentive stock option plan; and
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to transact such other business as may be properly brought before the Meeting or any postponement or adjournment thereof.
Information relating to the items above is set forth in the Circular. Only shareholders of record as of May 15, 2023, (the “ Record Date ”), are entitled to notice of the Meeting and to vote at the Meeting and at any adjournment or postponement thereof.
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IMPORTANT
It is desirable that as many common shares as possible be represented at the Meeting. If you would like your common shares represented, please complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. To be valid, all instruments of proxy must be delivered to the Proxy Department of TSX Trust Company, 301100 Adelaide Street West, Toronto, Ontario, M5H 4H1 not later than 48 hours, excluding Saturdays, Sundays and statutory holidays in the City of Toronto, prior to the time of the Meeting or any postponement or adjournment thereof. Late instruments of proxy may be accepted or rejected by the chair of the Meeting in his or her discretion but he or she is under no obligation to accept or reject any particular late instruments of proxy.
Due to the ongoing concerns related to the spread of the coronavirus (COVID-19) and in order to protect the health and safety of shareholders, employees, other stakeholders and the community, shareholders must vote on the matters before the Meeting by submitting their instrument of proxy in advance of the Meeting but are encouraged to attend the Meeting via Zoom.
In order to dial into the Meeting, Shareholders will phone +12042727920,,82557437382#,,,,*111# Canada and enter the Meeting ID and Password noted below:
Meeting ID: 825 5743 7382
Passcode: 111
In order to access the Meeting through Zoom, Shareholders will need to download the application, load the application and enter the Meeting ID and Password above or open the following link:
Zoom Link: https://us06web.zoom.us/j/82557437382?pwd=ZXdaS1J4MFRJWjhVUXd3M3NiYjQ3UT09
Shareholders will have the option through the application to join the video and audio or simply view and listen.
DATED at Toronto, Ontario this May 22[nd] 2023 .
By order of the board of directors of YUBBA CAPITAL CORP.
signed “Jason Smart” Jason Smart
Chief Executive Officer , Chief Financial Officer, Secretary and Director
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