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Tiny Ltd. — Proxy Solicitation & Information Statement 2023
Mar 10, 2023
47831_rns_2023-03-10_9fe58e37-d3cc-4634-bb4a-377f9e3fae97.pdf
Proxy Solicitation & Information Statement
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WECOMMERCE HOLDINGS LTD.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the special meeting (the “ Meeting ”) of the holders (the “ WeCommerce Shareholders ”) of Class “A” common shares (“ WeCommerce Shares ”) of WeCommerce Holdings Ltd. (the “ Company ” or “ WeCommerce ”) will be held at 10:00 a.m. (Vancouver time), on April 11, 2023 virtually via live audio webcast online at https://meetnow.global/MXJSM9C for the following purposes:
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(a) to consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution (the “ Transaction Resolution ”), the full text of which is set out in Appendix B to the accompanying management information circular dated March 6, 2023 (the “ Circular ”), to approve the issuance of WeCommerce Shares in connection with the acquisition by WeCommerce of all of the issued and outstanding common shares of Tiny Capital Ltd. (“ Tiny ”) by way of a three cornered amalgamation under the Business Corporations Act (British Columbia) (the “ BCBCA ”) (the “ Transaction ”) involving WeCommerce, Tiny and 1396773 B.C. Ltd., excluding the votes in respect of WeCommerce Shares owned by, or over which control or direction is exercised, directly or indirectly, by Andrew Wilkinson pursuant to the requirements of Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions and the policies of the TSX Venture Exchange, all as more particularly described in the Circular;
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(b) to consider, and, if deemed advisable, to pass, with or without variation, a special resolution (the “ Continuance Resolution ”), the full text of which is set out in Appendix D to the Circular, to approve the continuance of the Company out of British Columbia and the provincial jurisdiction under the BCBCA and into the federal jurisdiction of Canada (the “ Continuance ”) under the Canada Business Corporations Act (the “ CBCA ”), with all changes necessary to conform to the CBCA, all as more particularly described in the Circular; and
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(c) to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.
Particulars of the foregoing matters are set forth in the Circular. The Board of Directors of the Company has fixed the close of business on March 3, 2023 as the record date (the “ Record Date ”) for the determination of the WeCommerce Shareholders entitled to receive notice of, and to vote at, the Meeting. Only WeCommerce Shareholders whose names have been entered in the register of WeCommerce Shareholders as of the Record Date will be entitled to receive notice of, and to vote at, the Meeting. WeCommerce’s Board of Directors recommends that you vote FOR the Transaction Resolution.
WeCommerce Shareholders are entitled to vote at the Meeting or by proxy, as described in the Circular under the heading “ General Proxy Information ”. Only registered WeCommerce Shareholders, or the persons appointed as their proxies, are entitled to attend and vote at the Meeting. For information with respect to WeCommerce Shareholders who own their WeCommerce Shares through an intermediary, see “ General Proxy Information — Non-Registered WeCommerce Shareholders ” in the accompanying Circular.
Whether or not you are able to attend the Meeting, you are encouraged to provide voting instructions on the enclosed form of proxy as soon as possible. The Company’s transfer agent, Computershare Investor Services Inc., must receive your proxy no later than April 6, 2023 at 10:00 a.m. (Vancouver time), or, if the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and holidays in the Province of British Columbia) before any adjourned or postponed Meeting. You must send your proxy to the Company’s transfer agent by either using the envelope provided or by mailing the proxy to Computershare Investor Services Inc., Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Yl. You may also vote through the internet by going to www.investorvote.com and clicking on VOTE and entering the 15 digit control number found on the form of proxy. If you wish to vote on the internet, you must do so no later than April 6, 2023 at 10:00 a.m. (Vancouver time). In addition, you may personally deliver your completed, dated and signed form of proxy to Computershare Investor
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Services Inc., Attention: Proxy Department, 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9 by no later than April 6, 2023 at 10:00 a.m. (Vancouver time).
If you are a non-registered WeCommerce Shareholder (for example, if you hold WeCommerce Shares in an account with a broker or an intermediary), you should follow the voting procedures described in the form of proxy or voting instruction form provided by your intermediary or call your intermediary for information as to how you can vote your WeCommerce Shares. Note that the deadlines set by your intermediary for submitting your form of proxy or voting instruction form may be earlier than the dates described above, and non-registered WeCommerce Shareholders wishing to vote on the internet must do so no later than April 6, 2023 at 10:00 a.m. (Vancouver time).
Late proxies may be accepted or rejected by the Chair of the Meeting at his or her sole discretion. The Chair of the Meeting is under no obligation to accept or reject any particular late proxy. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.
DATED this 6[th] day of March, 2023.
BY ORDER OF THE BOARD OF DIRECTORS OF WECOMMERCE HOLDINGS LTD.
(signed) “Tim McElvaine” Tim McElvaine Director
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