Resolutions
At the Meeting, the Shareholders will be asked to pass an ordinary resolution that the number of directors to be elected at the Meeting to hold office until the next annual meeting of Shareholders or until their successors are elected or appointed, subject to the Articles and by-laws of the Corporation, be set at five (5).
Unless otherwise directed, the Management Designees named in the accompanying Proxy Form intend to vote such proxies in favour of a resolution fixing the number of directors to be elected at the Meeting at five (5).The Articles of the Corporation provide for a minimum of three directors and a maximum of twelve (12) directors. All current directors have been elected or appointed for a term ending immediately prior to the Meeting or any adjournment or postponement thereof.
The five (5) Director Nominees of the Corporation to serve until the next annual meeting of Shareholders, or any adjournment or postponement thereof, are as follows:
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J. Gregory Mills
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Zachary George
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Lori Ell
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Bryan Pinney
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Gregory G. Turnbull
Unless otherwise directed, it is the intention of the Management Designees, if named as proxy, to vote in favour of the election of the Director Nominees to the Board.
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At the Meeting, Shareholders will be asked to appoint CBIZ CPAs P.C. (“CBIZ CPAs”), independent registered public accountants, located in New Jersey, U.S., as the auditor of the Corporation, to serve until the close of the next annual meeting of Shareholders, and to authorize the directors of the Corporation to fix their remuneration.
Marcum LLP served as the Corporation's auditor until October 16, 2025. On November 1, 2024, CBIZ CPAs acquired the attest business of Marcum LLP as part of a reorganization of the Marcum audit practice in connection with a broader transaction involving Marcum LLP and affiliates of CBIZ, Inc. Marcum LLP continued to serve as the Corporation's auditor until October 16, 2025, at which point CBIZ CPAs succeeded Marcum LLP as auditor. The succession of CBIZ CPAs to Marcum LLP arose from this acquisition and reorganization of Marcum LLP's attest business. As successor to Marcum LLP's attest practice, CBIZ CPAs considers its service as auditor to include the period during which Marcum LLP served as the Corporation's auditor, accordingly, CBIZ CPAs has served as the auditor of the Corporation since July 21, 2022.
CBIZ CPAs has advised the Corporation that they are independent with respect to the Corporation, within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations and within the meaning of U.S. federal securities laws and the applicable rules and regulations of the SEC and the United States Public Company Accounting Oversight Board.
Unless otherwise directed, the Management Designees named in the accompanying Proxy Form intend to vote such proxies in favour of the appointment of CBIZ CPAs as the auditor of the Corporation to hold office until the next annual meeting of Shareholders, at a remuneration to be determined by the directors of the Corporation.At the Meeting, Shareholders will be asked to consider and if thought advisable, approve the Share Consolidation Resolution, authorizing the Board to, at such time as the Board deems appropriate, which is expected to be before October 31, 2026, but in any event no later than the date that is one (1) year from the date of the Meeting (or any postponement or adjournment thereof), effect the Share Consolidation on the basis of a minimum ratio of one (1) Post-Consolidation Share for two (2) Pre-Consolidation Shares (1:2) and a maximum ratio of one (1) Post-Consolidation Share for ten (10) Pre-Consolidation Shares (1:10). The full text of the Share Consolidation Resolution is set forth in Appendix “E” to this Information Circular.
The Board expects that the Share Consolidation will be effected before October 31, 2026. However, the Board may, in its discretion, determine not to effect the Share Consolidation if it determines, subsequent to obtaining Shareholder approval, that the Share Consolidation is not in the best interests of the Corporation. By voting in favour of the Share Consolidation, you are expressly authorizing the Board to determine not to proceed with, and abandon, the Share Consolidation if it should so decide.
Unless otherwise directed, the Management Designees named in the accompanying Proxy Form intend to vote such proxies in favour of the Share Consolidation Resolution.
