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SLANG Worldwide Inc. — Proxy Solicitation & Information Statement 2022
Jan 28, 2022
47560_rns_2022-01-27_3bd04b63-9f8f-40a3-9ca9-8ae32982a2ca.pdf
Proxy Solicitation & Information Statement
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SLANG WORLDWIDE INC. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the special meeting (the " Meeting ") of the shareholders of SLANG Worldwide Inc. (the " Company ") will be held as a virtual shareholders' meeting via live audio webcast online at https://web.lumiagm.com/218368955 on Friday, February 18, 2022 at 10:00 AM (Eastern), for the following purposes:
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to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving an amendment to the articles of the Company for a consolidation of all of the issued and outstanding common shares of the Company (" Common Shares ") and restricted voting shares of the Company (" Restricted Shares " and collectively with the Common Shares referred to herein as the " Shares ") on the basis of a consolidation ratio selected by the board of directors of the Company, in its sole direction, of up to six (6) pre-consolidation Shares for one (1) post-consolidation Share, as more particularly described in this management information circular; and
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to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.
This notice is accompanied by a management information circular and form of proxy of the Company.
The board of directors of the Company has by resolution fixed the close of business on Friday, January 14, 2022 as the record date, being the date for the determination of the registered holders of the Shares entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof.
Registered shareholders who are unable to attend the 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. A shareholder wishing to be represented by proxy at the Meeting or any adjournment or postponement thereof must deposit his/her/its duly completed and executed form of proxy with the Company's registrar and transfer agent, Odyssey Trust Company (" Odyssey "), Suite 702, 67 Yonge Street, Toronto ON M5E 1J8, not later than 48 hours (excluding Saturdays, Sundays, and holidays) before the time of the Meeting or adjournments or postponements thereof at which the proxy is to be used.
Given the significant uncertainty relating to the coronavirus (" COVID-19 ") pandemic, its public health impact and the associated current restrictions on and the risk in attending large group gatherings, the Company has made arrangements to hold the Meeting as a completely virtual meeting, which will be conducted via live webcast, where all shareholders regardless of geographic location and equity ownership will have an equal opportunity to participate at the Meeting and engage with directors of the Company and management as well as other shareholders. Shareholders will not be able to attend the Meeting in person. Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://web.lumiagm.com/218368955 . Beneficial shareholders (being shareholders who hold their securities through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will be able to attend as a guest and view the webcast but not be able to participate or vote at the Meeting.
As a shareholder of the Company, it is very important that you read the management information circular of the Company dated January 14, 2022 and other Meeting materials carefully. They contain important information with respect to voting your securities and attending and participating at the Meeting.
A shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form, to represent him, her or it at the Meeting may do so by inserting such person's name in the blank space provided in the form of proxy or voting instruction form and following the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you wish that a person other than the management nominees identified on the form of proxy or voting instruction form attend and participate at the Meeting as your proxy and vote your shares, including if you are a nonregistered
shareholder and wish to appoint yourself as proxyholder to attend, participate and vote at the Meeting, you MUST register such proxyholder after having submitted your form of proxy or voting instruction form identifying such proxyholder. Failure to register the proxyholder will result in the proxyholder not receiving a Username to participate in the Meeting. Without a Username, proxyholders will not be able to attend, participate or vote at the Meeting. To register a proxyholder, shareholders MUST send an email to [email protected] and provide with their proxyholder's contact information, amount of shares appointed, name in which the shares are registered if they are a registered shareholder, or name of broker where the shares are held if a beneficial shareholder, so that Odyssey may provide the proxyholder with a Username via email.
DATED at Toronto, Ontario, as of the 14[th] day of January, 2022.
BY ORDER OF THE BOARD OF DIRECTORS "/s/ Drew McManigle" Drew McManigle Interim Chief Executive Officer and Chairman