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Ionik Corporation — Proxy Solicitation & Information Statement 2025
May 27, 2025
47825_rns_2025-05-27_c22cc4ab-bf6e-4155-978d-f84e2609f9fd.pdf
Proxy Solicitation & Information Statement
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IONIK
IONIK CORPORATION
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 26, 2025
NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “Meeting”) of the shareholders of Ionik Corporation (the “Company”) will be held at 180 Northfield Dr. W, Unit 4, Waterloo, ON N2L 0C7 on Thursday, June 26, 2025 at 11:00 a.m. (Toronto time) for the following purposes, as more particularly described in the accompanying management information circular (the “Circular”):
- to receive and consider the audited financial statements for the fiscal year ended December 31, 2024 and the auditor’s report thereon;
- to elect the directors of the Company for the ensuing year;
- to appoint an auditor for the ensuing year and to authorize the directors to fix the auditor’s remuneration;
- to consider and, if thought fit, to approve an ordinary resolution to ratify, confirm and re-approve the adoption of the Company’s “rolling 10%” omnibus equity incentive plan; and
- to transact such further and other business as may properly be brought before the Meeting or any adjournment thereof.
The nature of the business to be transacted at the Meeting is described in further detail in the Circular. The Circular is deemed to form part of this notice of meeting. Please read the Circular carefully before you vote on the matters being transacted at the Meeting.
Holders of common shares registered on the books of the Company at the close of business on May 7, 2025 are entitled to notice of and to vote at the Meeting. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the Circular.
A registered shareholder may attend the Meeting himself, herself or itself, or may be represented by proxy. Registered shareholders who are unable to attend the Meeting or any adjournment thereof are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof.
Non-registered beneficial shareholders, whose shares are registered in the name of a broker, securities dealer, bank, trust company or similar entity (an “Intermediary”), should carefully follow the voting instructions provided by their Intermediary.
To be effective, the enclosed proxy must be mailed or faxed so as to reach or be deposited with the Company’s transfer agent, TSX Trust Company at 301-100 Adelaide Street West, Toronto, ON M5H 4H1 (by fax at 416-595-9593) not later than 11:00 a.m. (Toronto time) on June 24, 2025 (or at least 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Ontario, prior to the time set for the Meeting or any adjournment(s) or postponement(s) thereof). Shareholders may also vote online at www.voteproxyonline.com by entering the 12 digit control number found on their form of proxy no later than 11:00 a.m. (Toronto time) on June 26, 2025. Late proxies may be accepted or rejected by the chair of the Meeting (the “Chair”) at his or her discretion, and the Chair is under no obligation to accept or reject any particular late proxy. The deadline for the deposit of proxies may be waived or extended by the Chair at his or her discretion, without notice. The Circular explains how to complete the form of proxy and how the voting process works.
The Company is using the notice-and-access provisions ("Notice and Access") under the Canadian Securities Administrators' National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer for the delivery of its Circular to its shareholders for the Meeting. Under Notice and Access, instead of receiving paper copies of the Circular, shareholders will be receiving a Notice and Access notification with information on how they may obtain a copy of the Circular electronically or request a paper copy. Registered shareholders will still receive a Proxy form enabling them to vote at the Meeting. The use of the alternative Notice and Access procedures in connection with the Meeting helps reduce paper use, as well as the Company's printing and mailing costs. The Company will arrange to mail paper copies of the Circular to those registered shareholders who have existing instructions on their account to receive paper copies of the Company's Meeting materials. In order to receive a paper copy in time to vote before the meeting, your request should be received by June 17, 2025.
The Information Circular and other Meeting materials will be available on the Company's website at https://docs.tsxtrust.com/2466 as of May 26, 2025, and will remain on the website for one full year thereafter. Meeting materials are also available upon request, without charge, by email at [email protected] or by calling toll free at 1-866-600-5869 (Canada and U.S.A.) or at 416-342-1091, or can be accessed online on SEDAR+ at www.sedarplus.ca.
DATED at Waterloo, Ontario as of the 7th day of May, 2025.
BY ORDER OF THE BOARD OF DIRECTORS
(signed) “Ted Hastings”
Ted Hastings
Director & Chief Executive Officer