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Nobel Resources Corp. AGM Information 2021

Jan 15, 2021

46035_rns_2021-01-15_db4305dc-4a25-4788-b8d1-51a31d8403a1.pdf

AGM Information

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NOVO19 CAPITAL CORP.

77 King St W, Suite 700, Toronto, ON M5K 1G7

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an Annual General and Special Meeting of the shareholders (the “ Meeting ”) of Novo19 Capital Corp. (the “ Corporation ”) will be held virtually on February 10, 2021 at 10:00 a.m . (Toronto time), via teleconference at (+1) 416 764 8658 or toll free at (+1) 888 886 7786, for the following purposes:

  1. to receive the audited financial statements of the Corporation for the financial year ended September 30, 2019, the audited financial statements of the Corporation for the financial year ended September 30, 2020 and, in each case, the auditor’s report thereon;

  2. to consider and, if deemed advisable, to pass with or without variation, an ordinary resolution electing the directors of the Corporation;

  3. to appoint auditors of the Corporation for the ensuing year and to authorize the directors to fix the auditors’ remuneration;

  4. conditional upon completion of the proposed transaction with Nobel Resources Corp. on the terms and conditions substantially set out in the Circular (the “ Nobel Transaction ”), to consider, and if thought appropriate, pass, whether with or without variation, the following:

    • a. elect the directors of the Corporation to serve from the Nobel Closing Date until the close of the next annual meeting of Shareholders of the Corporation or until their successors are elected or appointed, as more fully described in the Circular;

    • b. appoint the auditors of the Corporation from the closing of the Nobel Transaction until the remainder of the ensuing year, and authorize the directors to fix such auditors’ remuneration;

    • c. a special resolution authorizing a change of name (“ Name Change ”) of the Corporation to “Nobel Resources Corp.” or such other name as the board of directors of the Corporation may choose, acting in the best interests of the Corporation;

    • d. a special resolution authorizing a consolidation of the issued and outstanding common shares of the Corporation (the “ Consolidation ”) on the basis of a minimum two (2) and maximum (10) preconsolidation common shares for each one post-consolidation common share, or such other ratio as the board may determine, acting in the best interests of the Corporation;

    • e. a special resolution authorizing changing the address of the registered office of the Corporation (“ Change of Address ”) to 36 Lombard Street, Floor 4, Toronto, ON, M5C 2X3;

    • f. a special resolution approving and adopting certain amendments to the Corporation’s stock option plan (the “ Stock Option Plan ”), as more fully described in the Circular; and

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

The Board of Directors has fixed January 5, 2021 as the Record Date for the determination of shareholders of the Corporation entitled to notice of, and to vote at, this Annual and Special Meeting and any adjournment thereof. Accompanying this notice of meeting is the Management Information Circular.

A shareholder who is unable to attend the Meeting in person and who wishes to ensure that such shareholder’s shares will be voted at the Meeting is requested to complete, date and execute the enclosed form

of proxy and deliver it by facsimile, by hand or by mail in accordance with the instructions set out in the form of proxy and in the Management Information Circular.

Dated at Toronto, Ontario this 11[th] day of January, 2021.

BY ORDER OF THE BOARD

/s/ “ David Mitchell

David Mitchell Director and Chief Executive Officer

NOTES:

  1. Shareholders registered on the books of the Corporation at the close of business on January 5, 2021 are entitled to notice of the Meeting.

  2. Shareholders registered on the books of the Corporation at the close of business on January 5, 2021 are entitled to vote at the Meeting.

  3. The directors have fixed 5:00 pm on February 8, 2021, as the time before which the instrument of proxy to be used at the Meeting must be deposited with the Corporation’s transfer agent, Computershare, Attention: Proxy Department, 8[th] floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, provided that a proxy may be delivered to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the time for voting.