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Yangaroo Inc. — AGM Information 2021
Jun 9, 2021
45275_rns_2021-06-09_9aff008e-36cd-44cd-b89c-7b9a3c3a576d.pdf
AGM Information
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67 Mowat Avenue, Suite 535, Toronto, Ontario, Canada M6K 3E3 Tel: 416-534-0607 Fax: 416-534-9427
NOTICE OF THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of shareholders of Yangaroo Inc. (the “ Corporation ”) will be held at 4:30p.m. (Toronto time) on June 29, 2021 by telephone conference only by calling in to 1 (888) 892-3255 , toll-free, for the following purposes, as further described in the accompanying management information circular dated May 14[th] , 2021 (the “ Circular ”):
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to receive and consider the audited financial statements of the Corporation for the year ended December 31, 2020, together with the report of the auditors thereon;
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to fix the board of directors at four (4);
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to elect four (4) directors;
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to appoint Baker Tilly WM LLP as auditors of the Corporation and to authorize the directors to fix the auditor's remuneration;
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to consider, and if deemed advisable, pass with or without variation, a majority of the minority vote resolution to approve the adoption of an Omnibus Incentive Plan as more particularly described in the Circular; and
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to transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof.
The Circular, which accompanies this Notice or can be obtained as described below, contains details of the matters to be dealt with at the Meeting. A form of proxy accompanies this Notice. Shareholders are referred to the Circular for more detailed information with respect to matters to be considered at the Meeting and for the full text of the resolutions.
INFORMATION ABOUT THE MEETING
THE CORPORATION HAS ELECTED TO HOLD THE MEETING BY TELEPHONE ONLY.
The shareholders of the Corporation passed an ordinary resolution at the Corporation’s previous annual general and special meeting of the shareholders held on June 11, 2020 confirming the Corporation’s ability to hold shareholder meetings by telephonic or electronic means only provided that shareholders are able to vote or establish a communications link to the meeting, in which event each shareholder that calls in will be considered to be present at the meeting, which will be deemed to take place at the office of the Corporation. In light of ongoing concerns related to the spread of COVID-19 as at the date of this Notice and Circular, and in order to mitigate potential risks to the health and safety of its shareholders, employees, communities and other stakeholders, the Meeting will be held in
virtual only format, which will be conducted via telephone conference. Shareholders may attend the Meeting by calling 1 (888) 892-3255, toll-free, at 4:30 P.m. on June 29, 2021. Registered shareholders who attend the virtual meeting will have an equal opportunity to participate at the Meeting, regardless of their geographic location .
The record date (the “ Record Date ”) for determination of shareholders entitled to receive notice of and to vote at the Meeting is the close of business on May 25, 2021. Only the registered shareholders whose names have been entered in the register of holders of common shares of the Corporation (the “ Shares ”) on the close of business on the Record
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Date are entitled to receive notice of and to vote at the Meeting. Each shareholder will be entitled to one vote for each Share.
ALL SHAREHOLDERS ARE STRONGLY ENCOURAGED TO VOTE ON THE MATTERS BEFORE THE MEETING BY PROXY. Registered shareholders may submit their proxies (a) by delivering the completed proxy using the pre-addressed envelope provided for this purpose; (b) or by hand delivery at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 (subject to applicable laws, policies, guidelines or recommendations imposed by federal, provincial and local municipal government(s) in relation to COVID-19) (c) over the internet by going to www.investorvote.com and following the instructions provided; or (c) by telephone, by calling 1-866-732-VOTE (8683) (toll free within North America) or 312-588-4290 (International) prior to 4:30 p.m. (EST) on Friday, June 25[th] , 2021, or if the Meeting is adjourned, by no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned meeting. It is recommended that you do not appoint a proxy other than the proxies listed on the Corporation’s form of proxy.
If you are a non-registered holder of the Shares and have received these materials from Computershare Investor Services Inc. or through your broker, custodian, nominee or other intermediary, please complete and return the form of proxy or voting instruction form provided to you in accordance with the instructions provided therein.
Whether or not you expect to attend the Meeting via telephone conference, please complete, date, sign and return the accompanying form of proxy or voting instruction form at your earliest convenience. The accompanying Circular provides further information respecting proxies and the matters to be considered at the Meeting and is deemed to form part of this notice of meeting.
DATED at Toronto, Ontario, this 14[th] day of May, 2021
BY ORDER OF THE BOARD OF DIRECTORS
(Signed) “Anthony Miller” Chairman of the Board of Directors
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