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NowVertical Group Inc. — AGM Information 2021
Apr 6, 2021
47594_rns_2021-04-06_247a825d-5fab-4ca4-84b0-8d24b55c4019.pdf
AGM Information
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GOOD2GO CORP.
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TAKE NOTICE THAT an annual and special meeting (the “ Meeting ”) of the shareholders of Good2Go Corp. (the “ Corporation ”) will be held at 1 King Street West, Suite 1505, Toronto, Ontario M5H 1A1 on April 28, 2021 at 12:00 p.m. (Toronto time) and will be broadcasted via teleconference at 1-866-440-8936, conference code 8266555, for the following purposes:
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to receive the audited financial statements of the Corporation for the financial year ended February 28, 2021 and the auditors’ report thereon;
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to elect the directors of the Corporation that will hold office until the next general meeting of the Corporation or completion of the Corporation’s proposed qualifying transaction with NowVertical Group, Inc. (the “ Transaction ”);
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to re-appoint MNP LLP as auditor of the Corporation, until the next general meeting of the Corporation or completion of the Transaction, and authorize the board of directors of the Corporation to fix the auditor’s remuneration;
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to consider, and if deemed appropriate, to pass an ordinary resolution of disinterested shareholders, removing the consequences associated with the Corporation not completing a Qualifying Transaction within 24 months of its listing date in accordance with certain changes to Policy 2.4 – Capital Pool Companies (“ Policy 2.4 ”), as more particularly described in the Management Information Circular (the “ Circular ”);
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to consider, and if deemed appropriate, to pass an ordinary resolution of disinterested shareholders, approving the Corporation making certain amendments to the Corporation’s escrow agreement in accordance with certain changes to Policy 2.4, as more particularly described in the Circular;
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conditional on and effective upon the completion of the Transaction, to elect the directors of the Corporation, as more fully described in the management information circular in respect of the Meeting accompanying this notice of Meeting;
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conditional on and effective upon the completion of the Transaction, to appoint Grant Thornton LLP as auditor for the Corporation and authorize the board of directors of the Corporation to fix the auditor’s remuneration;
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conditional on and effective upon the completion of the Transaction, to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving the amendment of the articles of the Corporation to change the name of the Corporation to “NowVertical Group Inc.” or such other name as the board of directors of the Corporation, in its sole discretion, deems appropriate, as more fully described in the Circular;
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conditional on and effective upon the completion of the Transaction, to consider and, if thought advisable, approve with or without variation, a special resolution to authorize and approve an amendment of the articles of the Corporation to (i) amend the rights and restrictions of the existing class of Common Share; (ii) to redesignate such class as class A subordinate voting shares; (iii) to reflect a consolidation of the issued and outstanding Common Shares on the basis of (1) class a subordinate voting share for every 4.5 Common Share; (iv) and to create a class of class B proportionate voting shares, to be implemented only in the event that all conditions to the Transaction have been satisfied (other than conditions that may be or are intended to be satisfied only after this resolution is implemented);
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conditional on and effective upon the completion of the Transaction, to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution of disinterested shareholders approving the Omnibus Plan of the Corporation;
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conditional on and effective upon the completion of the Transaction, to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the Legacy Incentive Plan of the Corporation; and
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to transact such other business as may be properly brought before the Meeting or any postponement or adjournment thereof.
Information relating to the items above is set forth in the Circular. Only shareholders of record as of March 26, 2021, the record date, are entitled to notice of the Meeting and to vote at the Meeting and at any adjournment or postponement thereof.
IMPORTANT
It is desirable that as many Common Shares as possible be represented at the Meeting. Please complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. To be valid, all instruments of proxy must be delivered to the Proxy Department of TSX Trust Company, 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1 not later than 48 hours, excluding Saturdays, Sundays and statutory holidays in the City of Toronto, prior to the time of the Meeting or any postponement or adjournment thereof. Late instruments of proxy may be accepted or rejected by the chair of the Meeting in his or her discretion but he or she is under no obligation to accept or reject any particular late instruments of proxy.
Due to the ongoing concerns related to the spread of the coronavirus (COVID-19) and in order to protect the health and safety of shareholders, employees, other stakeholders and the community. Shareholders are strongly encouraged to listen to the Meeting via teleconference instead of attending the Meeting in person and to vote on the matters before the Meeting by submitting their proxy in advance of the Meeting.
We ask that shareholders also review and follow the instructions of any health authorities of Canada, the Province of Ontario, the City of Toronto and any other place you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to or from outside of Canada within the 14 days immediately prior to the Meeting or any adjournment thereof. All shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Circular accompanying this Notice.
The Corporation reserves the right to take any additional precautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 pandemic and in order to ensure compliance with federal, provincial and local laws and orders including, without limitation: (i) holding the Meeting virtually of the Meeting; (ii) changing the Meeting date and/or changing the means of holding the Meeting; (iii) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to or from outside of Canada within the 14 days immediately prior to the Meeting or any adjournment thereof; and (iv) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation’s profile on SEDAR at www.sedar.com. We strongly recommend that you review the Corporation’s profile on SEDAR at www.sedar.com prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 pandemic, the Corporation will not prepare or mail amended materials in respect of the Meeting.
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DATED at Toronto, Ontario this 30[th] day of March, 2021.
By order of the board of directors of GOOD2GO CORP.
(signed) “ James Cassina ” James Cassina Chief Executive Officer
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