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Skylight Health Group Inc. — Proxy Solicitation & Information Statement 2020
Oct 26, 2020
47579_rns_2020-10-26_b7655fda-c2a3-4738-8e4f-9114ff7f61a4.pdf
Proxy Solicitation & Information Statement
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS FOR CB2 INSIGHTS INC.
NOTICE IS HEREBY GIVEN THAT a special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (“ Shares ”) of CB2 Insights Inc. (“ CB2 ’ or the “ Corporation ”) will be held virtually through the platform of AGM Connect to facilitate an interactive meeting and live online voting for Registered Shareholders on Monday November 23, 2020 at 9:00am (Eastern Standard Time), for the following purposes:
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Delisting Resolution: To delist from the Canadian Securities Exchange (“CSE”) and apply to relist on the TSX Venture Exchange (“TSXV”);
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Name Change: To change the name of the Corporation to Skylight Health Group Inc.;
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New Stock Option Plan: To approve a new stock option plan that conforms to the policies of the TSXV; and
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Other Business:
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To transact such further and other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.
The accompanying information circular provides additional information relating to the matters to be dealt with at the meeting and is deemed to form part of this notice.
Shareholders who are unable to attend the virtual meeting are requested to complete, date and sign the enclosed form of proxy, and to return it in the envelope provided for that purpose.
NOTICE-AND-ACCESS
You are receiving this notification as CB2 Insights Inc. (“CB2” or the “Corporation”) has decided to use the notice and access model (“Notice and Access”), provided for under recent amendments to National Instrument 54-101, for the delivery of meeting materials to its shareholders. In respect to the Corporation’s special meeting of shareholders to be held on November 23, 2020 (the “Meeting”), instead of receiving paper copies of the Corporation’s management information circular, and other meeting materials (the “Meeting Materials”), shareholders are receiving this notice with information on how they may access the Meeting Materials electronically. However, together with this notification, shareholders continue to receive a proxy or voting instruction form, as applicable, enabling them to vote at the Meeting. The use of this alternative means of delivering Meeting Materials is more environmentally friendly and will reduce the Corporation’s printing and mailing costs.
Shareholders are reminded to view the meeting materials PRIOR to voting.
CORPORATE CONTACT
5045 Orbitor Dr. Building 11, Suite 300 Mississauga, ON L4W 4Y4 CANADA
1-855-874-4999 www.cb2insights.com
WEBSITES WHERE MEETING MATERIALS ARE POSTED:
Meetings Materials can be viewed online at www.SEDAR.com and at www.agmconnect.com/cb2insights2020
HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS
Registered holders or non-registered holders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date of the Meeting. Materials are posted on www.sedar.com and at www.agmconnect.com/cb2insights2020. In order to receive a paper copy of the Meeting Materials or if you have questions concerning Notice-and-Access, please call 1 (844) 246-4246 or +1 (416) 477-9845.
In order to receive the Meeting Materials in advance of the Meeting, requests should be received by 5:00pm on November 13, 2020
VOTING INSTRUCTIONS FOR REGISTERED SHAREHOLDERS
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Completed proxies for Registered Shareholders must be returned to Capital Transfer, the Corporation's transfer agent by: (i) mail to Capital Transfer Agency ULC at 390 Bay Street, Suite 920, Toronto, Ontario M5H 2Y2;
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(ii) email to [email protected];
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(iii) facsimile at +1 (416) 350-5008; or
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(iv) internet voting at www.capitaltransferagency.com/voteproxy
prior to 9:00am (EST) on November 19, 2020 or not less than 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) before the time of any adjourned or postponed Meeting (the "Proxy Deadline").
VOTING INSTRUCTION FORMS FOR NON-REGISTERED SHAREHOLDERS
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Non-Registered Shareholders, who have not waived the right to receive the Proxy-Related Materials will either:
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(i) receive a voting instruction form; or
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(ii) be given a proxy, which has already been signed by the intermediary (typically by a facsimile, stamped signature) which is restricted to the number of Shares beneficially owned by the Non-Registered Shareholder, but which is otherwise not completed.
Non-Registered Shareholders should carefully follow the instructions that accompany the voting instruction form or the proxy, including those indicating when and where the voting instruction form, or the proxy is to be delivered. Voting instructions must be deposited by the Proxy Deadline; however, your voting instruction form may require an earlier date in order to process your votes by the Proxy Deadline. Voting instruction forms permit the completion of the voting instruction form online or by telephone. A Non-Registered Shareholder wishing to attend and vote at the virtual Meeting should follow the corresponding instructions on the voting instruction form or, in the case of a proxy, strike out the names of the persons named in the proxy and insert the Non-Registered Shareholder’s name AND EMAIL ADDRESS in the space provided.
OTHER INFORMATION
The Board of Directors of the Corporation has by resolution fixed the close of business on October 7, 2020 as the record date (the “Record Date”), being the date for the determination of the registered holders of Shares of the Corporation entitled to notice of, and to vote at, the Meeting or any adjournment thereof.
A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit a duly executed form of proxy with the Corporation’s transfer agent and registrar, Capital Transfer Agency ULC, 390 Bay Street, Suite 920, Toronto, ON M5H 2Y2, on or before 9:00 a.m. (EST) on November 19, 2020. Shareholders who are unable to attend the virtual Meeting are requested to complete, date, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.
DATED at Toronto, Ontario, as of 7[th] day of Ocotber 2020. BY ORDER OF THE BOARD OF DIRECTORS
“Kashaf Qureshi” Kashaf Qureshi President
CORPORATE CONTACT
5045 Orbitor Dr. Building 11, Suite 300 Mississauga, ON L4W 4Y4 CANADA
1-855-874-4999 www.cb2insights.com