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.

OOOOO Entertainment Commerce Limited AGM Information 2021

Feb 4, 2021

47063_rns_2021-02-04_330e6bd7-67f0-4fc5-8732-c5b50f360688.pdf

AGM Information

Open in viewer

Opens in your device viewer

EVERMOUNT VENTURES INC.

700, 595 Burrard Street Vancouver, British Columbia V7X 1S8

NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the annual and special general meeting (the “ Meeting ”) of Evermount Ventures Inc. (the “ Company ”) will be held at the offices of Boughton Law Corporation, located at 7[th] Floor – 595 Burrard Street, Vancouver, British Columbia, on Friday, February 19, 2021, at the hour of 10:00 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, 2019 and 2020, together with the auditor’s report on those financial statements;

  2. to fix the number of directors for the ensuing year at four (4);

  3. to elect the directors;

  4. to appoint the auditor and to authorize the directors to fix the auditor’s remuneration;

  5. to consider and, if thought fit, to re-approve and amend the stock option plan as contemplated herein;

  6. to consider and, if thought fit, to pass with or without amendment, an ordinary resolution of the shareholders of the Company, exclusive of non-arm’s length parties of the Company, approving of an amendment to the CPC Escrow Agreement whereby the escrow term will be reduced from 36 months to 18 months;

  7. to consider, and if thought fit, to affirm, ratify and approve a long-term performance incentive plan for the Company, as more particularly described in the accompanying management information circular;

  8. to consider, and if thought fit, to pass with or without amendment, a special resolution of the shareholders of the Company to amend and restate the articles of the Company in order to, among other things, create a new class of subordinate voting shares (the " Subordinate Voting Shares ") and a new class of multiple voting shares (the " Multiple Voting Shares "), re-designate each outstanding common share of the Company as a Subordinate Voting Share and adopt an advance notice policy, all as more particularly described in the accompanying management information circular;

  9. to consider, and if thought fit, to pass with or without amendment, an ordinary resolution of the shareholders of the Company authorizing and approving the issuance of Multiple Voting Shares to Samuel Jones pursuant to the acquisition of Video Commerce Group Ltd. by the Company in connection with its proposed qualifying transaction, as more particularly described in the accompanying management information circular; and

  10. to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The accompanying management information circular (the “ 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.

  • 2 -

The Company’s board of directors have fixed January 4, 2021 as the record date for the determination of shareholders entitled to 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 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, Odyssey Trust Company (the “ Transfer Agent ”) at their offices located at 323 – 409 Granville St., Vancouver, BC V6C 1T2, Attention: Proxy Department, or by fax at 1-800-517-4553 not later than 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) prior to the scheduled time of the Meeting, or any adjournment or postponement thereof. Alternatively, the completed form of proxy may be delivered to the chairman of the Meeting on the day of the Meeting, or any adjournment or postponement thereof.

If you are a non-registered shareholder of the Company 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 (an “ Intermediary ”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

Dated at Vancouver, British Columbia this 25th day of January, 2021.

By Order of the Board of Directors of

EVERMOUNT VENTURES INC.

/s/ Joanne Yan

Joanne Yan Chief Executive Officer and Director