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Vertical Peak Holdings Inc. Proxy Solicitation & Information Statement 2020

Sep 21, 2020

45934_rns_2020-09-21_866ecb77-ada7-435c-8ab3-4cf83cca3008.pdf

Proxy Solicitation & Information Statement

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NUTRITIONAL HIGH INTERNATIONAL INC.

NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 22, 2020

You are receiving this notification because Nutritional High International Inc. (the " Corporation ") has elected to use the notice and access model (" Notice and Access ") for the delivery of meeting materials to its shareholders in respect of its annual and special meeting of shareholders to be held on October 22, 2020 (the " Meeting ").

Under Notice and Access, shareholders continue to receive a proxy or voting instruction form (" VIF "), as applicable, enabling them to vote at the Meeting. However, instead of receiving paper copies of the Corporation's notice of annual and special meeting of shareholders and management information circular (collectively, the " Meeting Materials "), shareholders receive this notice with information on how they may access the Meeting Materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and it will also reduce the Corporation's printing and mailing costs.

MEETING DATE, TIME AND LOCATION

WHEN: Thursday, October 22, 2020 WHERE: 77 King Street West Suite 2905 10:00 a.m. (Toronto time) Toronto, ON M5K 1G8

SHAREHOLDERS WILL BE ASKED TO VOTE ON THE FOLLOWING MATTERS:

  • Elect Directors : To elect directors of the Corporation for the ensuing year. See the section entitled "Particulars of Matters to be Acted Upon – Election of Directors" in the accompanying information circular.

  • Appoint the Auditor and Authorize the Directors to Fix their Remuneration : To appoint Davidson & Company LLP, Chartered Accountants, as auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration. See the section entitled "Particulars of Matters to be Acted Upon – Appointment of Auditor and Fixing the Remuneration" in the accompanying information circular.

  • Consolidate Common Shares : To approve the consolidation of the common shares (the " Common Shares ") of the Corporation on an up to twenty (20) old Common Shares for one (1) new Common Share (20:1) basis, in the discretion of the board of the Corporation. See the section entitled "Particulars of Matters to be Acted Upon – Approval of the Consolidation" in the accompanying information circular.

  • Other Matters : To transact such other business as may properly come before the Meeting or any adjournment thereof. See the section entitled "Other Matters" in the accompanying information circular.

SHAREHOLDERS ARE REMINDED TO ACCESS AND REVIEW THE MEETING MATERIALS PRIOR TO VOTING.

WEBSITES WHERE MEETING MATERIALS ARE POSTED

The Meeting Materials can be viewed online under the Corporation's profile at www.sedar.com or on the Corporation's website at www.nutritionalhigh.com.

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

Shareholders may request that paper copies of the Meeting Materials be sent to them (by postal delivery) at no cost. Requests for Meeting Materials may be made up to one year from the date the information circular was

filed on SEDAR. Registered shareholders may obtain paper copies by calling AST Trust Company (Canada) at 1-888-433-6443 within North America or 1-416-682-3801 outside North America, or by sending an email to [email protected]. Beneficial shareholders may request paper copies by calling Broadridge Investor Communication Solutions Canada toll-free at 1-877-907-7643 within North America or 1-905507-5450 outside of North America and by entering the control number as indicated on the notice of meeting.

To receive the Meeting Materials in advance of the proxy cut-off time and the Meeting, requests should be received by no later than October 8, 2020.

The Corporation is not using "stratification" and is sending this notice of its intention to employ Notice and Access to ALL registered and beneficial shareholders, other than objecting beneficial shareholders.

VOTING INSTRUCTIONS

Registered shareholders are asked to return their proxy forms using one of the following methods by 10:00 a.m. (Toronto time) on Tuesday, October 20, 2020 (the " proxy cut-off time ").

EMAIL: [email protected]

FACSIMILE: Fax to AST Trust Company at 1-866-781-3111 (toll free within North America) or 416-368-2502.

MAIL: Complete the form of proxy, sign it and mail it to:

AST Trust Company (Canada)

Proxy Department P.O. Box 721 Agincourt, Ontario M1S 0A1

Beneficial shareholders are asked to return their VIFs using one of the following methods by the proxy cut-off time:

INTERNET: See the VIF for details.

MAIL or FACSIMILE: Complete the VIF, sign it and return it to the address provided on the form, or fax it to the number provided on the form.

Shareholders with questions about notice and access can contact the Corporation's transfer agent, AST Trust Company at 1-888-433-6443.

DATED at Toronto Ontario this 8th day of September, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ "Adam Szweras"

Name: Adam Szweras Title: Chairman of the Board