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Panorama Capital Corp. — AGM Information 2021
Apr 10, 2021
47746_rns_2021-04-09_f62514d8-4b8d-42ea-a57e-256ab5d3a2b8.pdf
AGM Information
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PANORAMA CAPITAL CORP. 301 – 1665 Ellis Street Kelowna, British Columbia V1Y 2B3
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of the shareholders of Panorama Capital Corp. (the “ Company ”) will be held on Monday, May 3, 2021 at 10:00 a.m. (Vancouver time) at 2288 – 1177 W. Hastings Street, Vancouver, BC V6E 2K3 and by conference call for the following purposes:
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to receive and consider the audited financial statements of the Company for the period ended February 28, 2021, and the report of the auditors thereon;
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to consider and if thought appropriate, to pass, with or without variation, an ordinary resolution electing the directors of the Company for the ensuing year;
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to consider and, if thought appropriate, to pass, with or without variation, an ordinary resolution to appoint MNP LLP as auditors of the Company for the ensuing year and to authorize the directors of the Company (the “ Board ”) to fix the auditor’s remuneration;
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to consider, and if deemed appropriate, to pass, with or without variation, an ordinary resolution of disinterested shareholders, approving certain amendments to the Company’s Stock Option Plan as more particularly set forth in the accompanying management information circular (the “ Circular );
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to consider and, if thought appropriate, to pass, with or without variation, an ordinary resolution of disinterested shareholders to authorize and approve the removal of potential consequences in the event the Company does not complete a Qualifying Transaction within twenty‐four months of the date its Common Shares were initially listed on the TSX Venture Exchange;
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to consider, and if thought appropriate, to pass, with or without variation, an ordinary resolution of disinterested shareholders to authorize and approve an amendment to the escrow agreement dated February 5, 2019 among the Company, TSX Trust Company and certain shareholders of the Company, as more fully described in the Circular; and
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to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
Specific details of the matters proposed to be put before the Meeting are set forth in the Circular, which accompanies this Notice.
The Board has fixed March 24, 2021 as the record date for the determination of shareholders entitled to notice of, and to vote at, this Meeting and any adjournment thereof.
In light of the ongoing novel coronavirus disease (COVID‐19) pandemic and in adherence to current government direction and advice (to which the Company will adhere between the date of this Circular and the date of the Meeting or any adjournment or postponement thereof), the Company is providing shareholders with an opportunity to attend the Meeting and to vote either in person (subject to applicable restrictions regarding public gatherings), via conference call or by proxy at the Meeting. The Company encourages shareholders not to attend the Meeting in person, particularly if they are experiencing any of the described COVID‐19 symptoms of fever, cough or difficulty breathing. Access to the Meeting will be limited to essential personnel and registered shareholders and proxyholders entitled to attend and vote at the Meeting. Those attending in person will be required to comply with the then current direction and advice from federal, provincial and municipal levels of government concerning public gatherings. Shareholders should be advised that constantly evolving restrictions
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on the size of public gatherings are beyond the control of the Company, and attendance at the Meeting in person may be difficult or not permitted. Accordingly, the Company recommends that shareholders vote by proxy. Shareholders or proxyholders who decide to participate by conference call will be able to listen to the Meeting, ask questions and vote, all in real time, provided they comply with all requirements to do so.
The Company reserves the right to take any additional precautionary measures deemed appropriate in relation to the Meeting in response to further developments in respect of the COVID‐19 pandemic including, if considered necessary or advisable, hosting the Meeting solely by means of remote communication. Should any such changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company’s profile on SEDAR. We strongly recommend you check the Company’s profile on the SEDAR website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID‐19 outbreak, the Company will not prepare or mail amended Meeting materials.
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 OF MEETING.
Shareholders wishing to attend the Meeting by conference call may do so by using the following access numbers:
Conference Call Dial‐In Number: 1‐877‐523‐8882 Access Code: 9795689#
DATED at Vancouver, British Columbia, this March 30, 2021.
BY ORDER OF THE BOARD
“ Michael Thomson ” /s/ President, Chief Executive Officer, Corporate Secretary and Director
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