Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Marvel Discovery Corp. Proxy Solicitation & Information Statement 2021

Apr 10, 2021

43348_rns_2021-04-09_9755c754-11ce-4075-835a-7799852a0090.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

MARVEL DISCOVERY CORP.

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special general meeting (the “Meeting”) of shareholders of Marvel Discovery Corp. (the “Company”) will be held at 29[th] floor, 595 Burrard Street, Vancouver, British Columbia, on April 23, 2021, at 10:00 a.m. (Vancouver time) for the following purposes:

  1. Pursuant to an order (the “Interim Order”) dated March 26, 2021 of the Supreme Court of British Columbia, to consider and, if thought fit, pass a resolution (the “Arrangement Resolution”) to approve an arrangement (the “Arrangement”) under section 288 of the Business Corporations Act (British Columbia) involving the Company and Power One Resources Corp. (“Power One”), the Company’s wholly owned subsidiary, the full text of which resolution is set out in Schedule A to, as more particularly described in the accompanying information circular (the “Circular”).

  2. To consider other matters, including without limitation such amendments or variations to any of the foregoing resolutions, as may properly come before the Meeting or any adjournment thereof.

The texts of the Arrangement Resolution and the agreement in respect of the Arrangement are set forth in Schedule A and Schedule B, respectively, to the Circular. The Arrangement Resolution must be approved by at least twothirds of the votes cast, in person or by proxy, at the Meeting.

Pursuant to the Interim Order, holders of common shares of the Company have been granted the right to dissent against the Arrangement Resolution and to be paid the fair value of their common shares of the Company in accordance with the terms of the Interim Order and section 238 of the Business Corporations Act (British Columbia). This right is described in the Circular under the heading “ Rights of Dissent ”.

Only holders of record of common shares of the Company at the close of business on March 24, 2021, will be entitled to vote in respect of the matters to be voted on at the Meeting or any adjournment thereof.

Your vote is important regardless of the number of common shares of the Company you own. Shareholders who are unable to attend the Meeting in person are asked to sign, date and return the enclosed form of proxy relating to the common shares of the Company held by them in the envelope provided for that purpose.

To be effective, the proxy must be duly completed and signed and then deposited with either the Company’s registrar and transfer agent, Computershare Investor Services Inc., 3[rd] Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9 before 10:00 a.m. (Vancouver time) on April 23, 2021, or if the Meeting is adjourned or postponed, before 10:00 a.m. (Vancouver time) on the day that is at least two business days preceding the date of the reconvening of any adjourned or postponed meeting.

DATED at Vancouver, British Columbia, this 29[th] day of March, 2021.

Marvel Discovery Corp.

By Order of the Board

“ ” Karim Rayani

Karim Rayani, President and Chief Executive Officer

{01956210;1}