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Tribe Property Technologies — AGM Information 2021
Jan 8, 2021
47530_rns_2021-01-08_c349d99e-85c3-4d5c-9a35-ff36092ac8e3.pdf
AGM Information
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CHERRY STREET CAPITAL INC. 77 King Street West, TD North Tower, Suite 700 Toronto, Ontario M5K 1G8
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 28, 2021
NOTICE IS HEREBY GIVEN that an Annual General and Special Meeting (the “ Meeting ”) of the shareholders of Cherry Street Capital Inc. (the “ Corporation ”) will be held on January 28, 2021 at 11:00 a.m. (Toronto time) at 77 King Street West, TD North Tower, Suite 700, Toronto, Ontario M5K 1G8 for the following purposes:
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to receive the audited financial statements of the Corporation for the years ended December 31, 2018 and December 31, 2019 and the auditor’s report thereon;
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(A) to elect Rudy Cheddie, Robert Faissal, Joseph del Moral and Josh Arbuckle (the “ Cherry Proposed Directors ”) as directors of the Corporation to serve from the close of the Meeting until the earlier of (i) the close of the next annual meeting of shareholders of the Corporation, and (ii) a date determined by the Cherry Proposed Directors, such date to be (x) no earlier than the time of completion of the qualifying transaction of the Corporation (the “ Qualifying Transaction ”) with Tribe Property Technologies Inc. and (y) not later than one business day following the date of completion of the Qualifying Transaction (and if no such determination is made by the Cherry Proposed Directors, such determination will be deemed to have been made by the Cherry Proposed Directors and the date deemed to be determined by the Cherry Proposed Directors shall be the date of completion of the Qualifying Transaction) (any such date determined, or deemed to be determined by the Cherry Proposed Directors, the “ Change of Board Time ”), as more fully described in the management information circular dated December 23, 2020 (the “ Information Circular ”) accompanying this notice of Meeting; and (B) to elect Joseph Nakhla, Raymond Choy, Andrew Kiguel and Charmaine Crooks as directors of the Corporation to serve from the Change of Board Time until the close of the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed;
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to appoint MNP LLP as the auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration;
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to consider and, if deemed advisable, adopt a resolution ratifying, confirming and approving the stock option plan of the Corporation, as further described in the Information Circular;
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to consider and, if deemed advisable, adopt a special resolution authorizing a consolidation of the share capital of the Corporation, as further described in the Information Circular;
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to consider and, if deemed advisable, adopt a special resolution authorizing the change of the name of the Corporation following the completion of the Qualifying Transaction, as further described in the Information Circular; and
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to transact such further and other business as may properly be brought before the meeting or any adjournment thereof.
The board of directors of the Corporation has fixed December 29, 2020 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Meeting and any adjournment thereof.
Accompanying this notice of Meeting are the following documents: a form of proxy, the Information Circular, the audited financial statements and management’s discussion and analysis for the years ended December 31, 2018 and December 21, 2019 if previously requested, a return card, and a return envelope.
A shareholder who is unable to attend the Meeting in person and who wishes to ensure that such shareholder’s shares will be voted at the Meeting is requested to complete, date and execute the enclosed form of proxy and deliver it by facsimile, by hand or by mail in accordance with the instructions set out in the form of proxy and in the Information Circular.
Dated at Toronto, Ontario this 23[rd] day of December, 2020.
BY ORDER OF THE BOARD
“ Rudy Cheddie ”
Rudy Cheddie Director and Chief Executive Officer
NOTES:
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Shareholders registered on the books of the Corporation at the close of business on December 29, 2020 are entitled to notice of the Meeting.
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The directors have fixed the hour of 5:00 p.m. on January 26, 2021 (or two business days immediately prior to the Meeting or any adjournment thereof) as the time before which the instrument of proxy to be used at the Meeting must be deposited with the Corporation’s transfer agent, TSX Trust Company, provided that a proxy may be delivered to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the time for voting.