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Jolt Health Inc. — Proxy Solicitation & Information Statement 2021
Mar 22, 2021
43920_rns_2021-03-22_a06883e9-0c7a-4ba3-98a8-6f498e44a735.pdf
Proxy Solicitation & Information Statement
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GLENBRIAR TECHNOLOGIES INC.
FORM OF PROXY SOLICITED BY THE MANAGEMENT OF GLENBRIAR TECHNOLOGIES INC. FOR USE AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON April 14, 2021 AT 1500, - 850 2[nd] STREET S.W. Via Zoom CALGARY, ALBERTA at 1:30 P.M. (CALGARY TIME)
The undersigned shareholder of Glenbriar Technologies Inc. ( Glenbriar or the Corporation ) hereby appoints Doug Taylor, President and a director of Glenbriar, or, failing him, Mark Tommasi, a director, of Glenbriar or, in lieu of the foregoing, __________________________________ as proxyholder for the undersigned, with full power of substitution, to attend, act and vote on behalf of the undersigned at the Annual and Special Meeting of Shareholders of Glenbriar (the Meeting ) to be held on April 14, 2021 and at any and all adjournments thereof, in the same manner, to the same extent and with the same power as if the undersigned were present at the said Meeting or any and all adjournments thereof and provided that without otherwise limiting the generality of the authority hereby conferred, the Common Shares registered in the name of the undersigned should be voted as specified below:
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On the ordinary resolution fixing the number of directors to be elected at the Meeting at three (3): VOTE FOR VOTE AGAINST
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On the ordinary resolution electing each of the directors as set forth in the Information Circular of the Corporation dated March 17, 2021:
Douglas Taylor VOTE FOR WITHHOLD VOTE Mark Tommasi VOTE FOR WITHHOLD VOTE Zachary Stadnyk VOTE FOR WITHHOLD VOTE
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On the ordinary resolution appointing Baker Tilly WM LLP, Chartered Accountants, as auditors of the Corporation at such remuneration as may be approved by the directors of the Corporation: VOTE FOR WITHHOLD VOTE
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To consider and, if thought advisable, pass a special resolution approving the consolidation of the Common Shares at a ratio of five (5) pre-consolidation Common Shares to one (1) post-consolidation Common Share (“ Consolidation ”) as outlined in the management information circular of the Company dated March 17, 2021 (the " Information Circular ")
VOTE FOR VOTE AGAINST
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To consider and, if thought fit, pass a special resolution approving the change of name of the Company from Glenbriar Technologies Inc. to Love Pharma Inc. as outlined in the Information Circular; VOTE FOR VOTE AGAINST
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to consider and, if deemed appropriate, to approve, with or without variation, a special resolution to approve the making of an application to the Registrar of Corporations under the Business Corporations Act (Alberta) (the “ ABCA ”) and to the Register of Companies under the Business Corporations Act (British Columbia) (the “ BCBCA ”) to move the Corporation from the jurisdiction of Alberta to British Columbia);
VOTE FOR VOTE AGAINST
- To vote in the proxyholder's discretion upon amendments or variations to the matters identified in the Notice of Meeting and any other business which may properly come before the Meeting or any adjournment thereof.
The undersigned revokes any proxies previously given to vote the Common Shares covered by this proxy.
DATED this day of , 2021.
Signature of Shareholder
Name of Shareholder (Please Print)
Number of Common Shares Held
PLEASE SEE INSTRUCTIONS BELOW
INSTRUCTIONS:
- If you are a registered shareholder and are unable to attend in person, kindly fill in, sign and return the enclosed instrument of proxy.
2. The shareholder submitting this proxy has the right to appoint a person to represent such shareholder at the Meeting other than ____________ or _____________. To exercise this right, the shareholder may either insert the name of the desired representative in the blank space provided or submit another form of proxy. THE COMMON SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED BY THE SHAREHOLDER BUT IF NO SPECIFICATION IS MADE, THEY WILL BE VOTED "FOR" ITEMS 1 AND 2.
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If amendments or variations to matters identified in the Notice of Meeting or any other matters properly come before the Meeting or any adjournment thereof, this proxy confers discretionary authority upon the shareholder's nominee to vote on such amendments, variations or other matters as such nominee sees fit. At the date of the Notice of Meeting, management knows of no such amendments, variations or other matters to come before the Meeting.
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This proxy must be signed by the registered shareholder or such shareholder's attorney in writing or, if the shareholder is a corporation, by an officer or attorney thereof duly authorized. Any proxy which is undated will be deemed to bear the date on which it was mailed to the shareholder.
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PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY. Properly executed forms of proxy must be received at least 48 hours excluding Saturdays, Sundays and statutory holidays prior to the time of the Meeting or any adjournment thereof by Dentons Canada LLP, Attention: D. Richard Skeith, 850 2[nd] Street SW, 15th Floor Bankers Court, Calgary, Alberta, T2P 0R8, facsimile (403) 268-3100 or email at [email protected]. The Chairman of the Meeting has the authority to accept late or incomplete proxies in his discretion up to the time of the Meeting.