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Opensesame Acquisition Corp. — Proxy Solicitation & Information Statement 2025
Nov 26, 2025
48352_rns_2025-11-25_7640d5dd-d1ad-4e80-b359-5f60496d75bb.pdf
Proxy Solicitation & Information Statement
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OPENSESAME ACQUISITION CORP.
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of Holders of Common Shares of OpenSesame Acquisition Corp. (the "Company") will be held at 2500 – 700 West Georgia Street, Vancouver, British Columbia, V7Y 1B3 on Monday, December 22, 2025, at 10:00 a.m. (Vancouver Time) for the following purposes:
- To consider, and if deemed advisable, to pass, with or without variation, a special resolution (the "Continuance Resolution") authorizing:
a. the Company to apply to the Registrar of Companies under the Business Corporations Act (British Columbia) for authorization to continue the Company out of the laws of British Columbia (the "Continuance"), and the domestication of the Company under the laws of the State of Delaware pursuant to Section 388 of the Delaware General Corporation Law (the "Domestication"); and
b. in connection with the Domestication, the adoption of the Delaware Certificate of Incorporation and by-laws of the Company;
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To receive the audited financial statements for the fiscal period ended December 31, 2024 and the auditor's reports thereon;
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To fix the number of Directors to be elected for the ensuing year at four (4);
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To elect the Directors for the ensuing year;
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To appoint Davidson & Company LLP as auditors for the ensuing year and to authorize the directors to fix the remuneration of the auditors;
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To consider and, if deemed advisable, pass a resolution to approve the Company's Stock Option Plan; and
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To transact such other business as may come before the meeting,
all as more specifically set out in the accompanying management information circular dated November 25, 2025 (the "Information Circular") relating to the Meeting and accompanying this notice of Meeting. The form of proxy accompanies this Notice.
The audited financial statements for the financial year ended December 31, 2024, the auditors' report and management's discussion and analysis will be made available at the Meeting and are available on SEDAR+ at www.sedarplus.ca.
The Directors have fixed the close of business on November 3, 2025, as the record date for determination of shareholders entitled to notice of and the right to vote at the Meeting either in person or by proxy.
If you are a registered shareholder and are unable to attend the Meeting in person, in order for your proxy to be valid and your shares to be voted at the Meeting, you must complete, date and execute the enclosed form of proxy and deliver it to the Company's transfer agent: Computershare Investor Services Inc., 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9, by fax, hand, online or by mail in accordance with the instructions set out in the accompanying form of proxy and Information Circular not later than 10:00 a.m. (Vancouver time) on Thursday, December 18, 2025 or, if the Meeting is adjourned, not later than 48 hours (excluding Saturdays and holidays) before the time for holding the adjourned Meeting.
If you are a non-registered shareholder and receive these materials through your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or other intermediary. If you are a non-registered shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to vote at the Meeting.
DISSENT RIGHTS
Pursuant to the Business Corporations Act (British Columbia) (the "BCBCA"), you may until 10:00 a.m. (Vancouver time) on Thursday, December 18, 2025, or at least two days before any date to which the Meeting may be postponed or adjourned, give written notice of dissent (a "Dissent Notice") to the Company by depositing the Dissent Notice with at the Company's
Transfer Agent, Computershare Investor Services Inc., at 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9, by fax, hand, online or by mail, with respect to the Continuance Resolutions set forth in Schedule “B” and Schedule “C” to the Information Circular. As a result of giving a Dissent Notice you may, on receiving from the Company a notice under section 243 of the BCBCA that the Company intends to act or has acted on the authority of the Continuance Resolution, require the Company to purchase all of your shares in respect of which the notice of dissent was given. This dissent right, and the procedures for its exercise, are as described in the Information Circular under “Particulars of Other Matters to be Acted Upon – Continuation into Delaware – Dissent Rights of Shareholders” and in Schedule F of the Information Circular. Only registered shareholders are entitled to exercise rights of dissent. Failure to comply strictly with the dissent procedures described in the Information Circular and Schedule F will result in the loss or unavailability of any right of dissent.
Non-registered shareholders whose Shares are registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that ONLY REGISTERED SHAREHOLDERS ARE ENTITLED TO DISSENT IN RESPECT OF THE CONTINUANCE RESOLUTION. Non-registered beneficial shareholders should contact their broker, investment dealer, bank or other nominee in order to exercise dissent rights.
If you intend to give a notice of dissent with respect to any Shares registered in your name you should not vote those Shares in favour of the Continuance Resolution.
DATED at the City of Vancouver, in the Province of British Columbia, as of the 25th day of November, 2025.
BY ORDER OF THE BOARD OF DIRECTORS
Signed “Scott Kelly”
Scott Kelly
CEO, CFO, Corporate Secretary & Director