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Voxtur Analytics Corp. — Proxy Solicitation & Information Statement 2025
May 16, 2025
46108_rns_2025-05-16_4fd2b232-4e07-459f-8e83-c142e0d9dfe6.pdf
Proxy Solicitation & Information Statement
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VOX TUR
VOXTUR ANALYTICS CORP.
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TAKE NOTICE that an Annual General and Special Meeting (the "Meeting") of the shareholders ("Shareholders") of Voxtur Analytics Corp. (the "Company") is to be held virtually at https://virtual-meetings.tsxtrust.com/1780 (password: voxtur2025) on Friday, June 27, 2025 at 11:00 a.m. (Eastern Time), for the following purposes:
- to receive the Company's audited financial statements for the year ended December 31, 2024 together with the auditor's report thereon;
- to set the number of directors of the Company at four (4) and authorize the board of directors of the Company to determine the number of directors of the Company by resolution of the directors;
- to elect directors of the Company for the ensuing year;
- to appoint the auditors of the Company for the ensuing year and to authorize the directors to fix the auditors' remuneration;
- to reapprove the Company's Long-Term Incentive Plan, a copy of which is attached as Exhibit A to the accompanying Circular (as such term is hereinafter defined);
- to consider and, if deemed advisable, pass an ordinary resolution confirming, ratifying and approving the Advance Notice By-Law, a copy of which is attached as Exhibit B to the accompanying Circular; and
- to transact such other business as may properly be brought before the Meeting or any adjournment thereof.
Accompanying this notice is a management information circular dated May 9, 2025 (the "Circular"). Shareholders are encouraged to review the Circular under the heading "Particulars of Matters to be Acted Upon" for detailed information with respect to the matters to be considered at the Meeting.
Holders of common shares of the Company as of 5:00 p.m. (Eastern Time) on May 8, 2025 (the "Record Date") will be entitled to attend the Meeting and vote on all matters to be presented at the Meeting.
The Company has elected to use the notice-and-access rules ("Notice and Access") under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations for distribution of the Meeting materials to shareholders. Notice and Access is a set of rules that allows issuers to post electronic versions of its proxy-related materials on SEDAR+ and on one additional website, rather than mailing paper copies to Shareholders. The Circular, this Notice of Meeting, the form of proxy, the voting instruction form and the Company's annual audited consolidated financial statements for the year ended December 31, 2024, together with the related management's discussion and analysis (collectively, the "Meeting Materials") are available at https://docs.tsxtrust.com/2467 and under the Company's profile on SEDAR+ at www.sedarplus.ca.
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Shareholders may obtain paper copies of the Meeting Materials by contacting the Company’s transfer agent, TSX Trust Company (“Transfer Agent” or “TSX Trust”), toll free at 1-866-600-5869 or by email at [email protected]. A request for paper copies should be received by the Transfer Agent by June 18, 2025, in order to allow sufficient time for the shareholder to receive the paper copy and return the proxy by its due date.
VOTING
It is desirable that as many common shares of the Company as possible be represented at the Meeting. If you do not expect to attend the Meeting in person and would like your common shares represented, please follow the instructions set out in the Circular. Shareholders are reminded to review the Meeting Materials before voting.
The board of directors of the Company has fixed Wednesday, June 25, 2025 at 11:00 a.m. (Eastern Time) or, in the event that the Meeting is adjourned, 48 hours (excluding Saturdays, Sundays and statutory holidays in Ontario) preceding the time of commencement of the adjourned Meeting, as the time before which proxies that are to be used at the Meeting are to be deposited with the Company’s Transfer Agent, TSX Trust Company, Attn: Proxy Dept., 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 1S3 or as otherwise contemplated in the Circular.
DATED at the City of Toronto, this 9th day of May, 2025.
ON BEHALF OF THE BOARD
“Gary Yeoman”
Gary Yeoman
Executive Chairman