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Metasphere Labs Inc. AGM Information 2023

Jun 12, 2023

47334_rns_2023-06-12_911c9a77-9f74-4d33-898f-8b4c159ce586.pdf

AGM Information

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LOOKING GLASS LABS LTD.

Suite 810, 789 West Pender Street

Vancouver, British Columbia V6C 1H2

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS GIVEN THAT an annual general meeting (the “ Meeting ”) of the holders of common shares (the “ Shareholders ”) of Looking Glass Labs Ltd. (“ Looking Glass ” or the “ Company ”) will be held at Suite 810, 789 West Pender Street, Vancouver, British Columbia V6C 1H2, on Tuesday , July 4, 2023 , at 11:00 a.m. (Vancouver time), for the following purposes:

  1. to receive the audited financial statements of the Company for the financial years ended July 31, 2022, July 31, 2021 and July 31, 2020, together with the auditor’s report thereon;

  2. to set the number of directors at three (3);

  3. to elect the directors of the Company to hold office until the next annual meeting of Shareholders;

  4. to appoint WDM Professional Chartered Accountants, as the Company’s auditors for the ensuing year and to authorize the Board of Directors to fix the remuneration to be paid to the auditor;

  5. to transact such other business as may be properly brought before the Meeting or any adjournment thereof.

The accompanying Information Circular provides additional 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 Meeting.

The Company’s Board of Directors has fixed May 16, 2023 as the record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered Shareholder at the close of business on that date is entitled to receive such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

If you are a registered Shareholder of the Company and unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with the Company’s transfer agent, Endeavor Trust Corporation (the “ Transfer Agent ”) at their offices located at 702 – 777 Hornby Street, Vancouver, British Columbia, V6Z 1S4, by mail, or by fax at 604-559-8908, or by email at [email protected], no later than 11:00 a.m. on Thursday, June 29, 2023 or at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of any adjournment or postponement of the Meeting.

If you are a non-registered Shareholder and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (the “ Intermediary ”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

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In view of the current and rapidly evolving COVID-19 outbreak, the Company asks that, in considering whether to attend the Meeting in person, shareholders follow the instructions of the Public Health Agency of Canada (https://www.canada.ca/en/public-health/services/diseases/2019-novel-coronavirusinfection.html). The Company encourages Shareholders not to attend the Meeting in person if experiencing any of the described COVID-19 symptoms of fever, cough or difficulty breathing. The Company may take additional precautionary measures in relation to the Meeting in response to further developments in the COVID-19 outbreak. As always, the Company encourages shareholders to vote prior to the Meeting. Shareholders are encouraged to vote on the matters before the Meeting by proxy and to join the Meeting by teleconference. To access the Meeting by teleconference, dial toll free at 1-800-319-7310 , Participation Code: 77783 , followed by the # sign.

Dated at Vancouver, British Columbia, this 16[th] day of May, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

“Dorian Banks”

Dorian Banks, Chief Executive Officer