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CBCA

cbca.com

Founded Year

2000

Stage

Unattributed VC - II | Alive

Total Raised

$81.5M

Last Raised

$26M | 19 yrs ago

About CBCA

CBCA Administrators, Inc. is a full-service benefits management company with offices across the nation. CBCA combines proven strategies, integrated service applications, and innovative products to create a single source for effective health plan management.

Headquarters Location

4150 International Plaza Suite 900

Fort Worth, Texas, 76109,

United States

817-737-1700

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Latest CBCA News

Organigram : NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS - Form 6-K

Jan 27, 2023

01/27/2023 | 05:34pm EST Message : to be held on February 28, 2023 and to be held on February 28, 2023 NOTICE IS HEREBY GIVEN that an annual general and special meeting (the "Meeting") of shareholders of Organigram Holdings Inc. (the "Company") will be held virtually via live audio webcast at https://virtual-meetings.tsxtrust.com/1437 on Tuesday, February 28, 2023 at 10:00 a.m. (Toronto time) for the following purposes: (a) to receive and consider the audited consolidated financial statements of the Company for its fiscal year ended August 31, 2022, and the report of the auditor thereon; (b) (c) to re-appoint KPMG LLP as the auditor of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration of the auditor; (d) to re-approve the 2020 Equity Incentive Plan (as defined herein) previously approved by the shareholders on February 25, 2020; (e) to consider, and, if deemed advisable, approve the articles of amendment of the Company to delete the preferred shares from the authorized share capital of the Company; (f) to consider, and, if deemed advisable, approve the articles of amendment of the Company to effect a consolidation of the issued and outstanding common shares of the Company on the basis of a ratio to be determined by the board of directors of the Company, in its sole discretion, within a range of 1 post-consolidation common share for every 1.5 to 4 outstanding pre-consolidation common shares of the Company; and (g) to consider other business that may properly come before the Meeting or any adjournment thereof. An accompanying information circular contains specific details of the matters to be considered at the Meeting (the "Circular"). No other matters are contemplated, however any permitted amendment to or variation of any matter identified in this notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof. Important Notice Regarding Virtual Meeting The board of directors of the Company considers the appropriate format for our annual meeting of shareholders on an annual basis. Similar to last year, we have again taken into account the ongoing impact of COVID-19, as well as the high number of flu cases that are circulating communities, each of which has heightened public health and travel concerns for in-person annual meetings. Accordingly, we are pleased to continue to embrace the latest technology to provide expanded access, improved communication and cost savings for our shareholders and the Company by conducting this year's Meeting in a virtual-only format. A virtual-only meeting format will enfranchise and give all shareholders an equal opportunity to participate at the Meeting regardless of their geographic location or their particular circumstance. Shareholders who attend the Meeting will do so by accessing a live webcast of the Meeting via the internet. Shareholders will be able to access the Meeting using an internet connected device such as a laptop, computer, tablet or mobile phone, and the meeting platform will be supported across browsers and devices that are running the most updated version of the applicable software plugins. Only registered shareholders (i) and duly appointed proxyholders (including non-registered (beneficial) shareholders who have appointed themselves as proxyholder) will be entitled to attend, participate and vote at the Meeting, all in real time by visiting https://virtual-meetings.tsxtrust.com/1437, using the password "ogi2023" (case sensitive), however such non-registered shareholders may still attend the Meeting as guests through the live audio webcast at https://virtual-meetings.tsxtrust.com/1437 . Notice-and-Access In connection with the Meeting this year, in compliance with applicable securities laws and an order of the Director under the Canada Business Corporations Act, the Company has elected to use the notice-and-access delivery model, which allows the Company to furnish the Circular, the accompanying proxy-related materials, the audited consolidated financial statements for the fiscal year ended August 31, 2022 and the report of the auditor thereon (the "Financial Statements")and associated management's discussion and analysis (collectively, the "Meeting Materials") to shareholders via the Internet. Under notice-and-access, shareholders will continue to receive a proxy or voting instruction form enabling them to vote at the Meeting; however, instead of a paper copy of the Meeting Materials, shareholders will receive a notice with information on how to access the Meeting Materials electronically. Shareholders are reminded to review the Circular prior to voting. Shareholders with questions about notice-and-access can call TSX Trust Company toll free at 1-866-600-5869. The Meeting Materials can be viewed online at https://docs.tsxtrust.com/2345 or under the Company's profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. The audited consolidated financial statements for the fiscal year ended August 31, 2022 and the report of the auditor thereon will be made available at the Meeting and are available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. How to Obtain paper Copies of the Meeting Materials All shareholders may request that a paper copy of the Meeting Materials be sent to them at no cost. Prior to the meeting, requests may be made by contacting TSX Trust Company toll free at 1-866-600-5869. Requests may be made up to one year from the date the Meeting Materials were filed on SEDAR and on EDGAR at www.sec.gov. To obtain paper copies of the Meeting Materials after the meeting, please contact TSX Trust by calling 1-866-600-5869. A paper copy of the Meeting Materials will be mailed to you within three business days of receiving your request, if the request is made at any time prior to the meeting. We estimate that your request for Meeting Materials will need to be received on or before February 17, 2023 in order to receive your paper copies in advance of the deadline for submission of forms of proxy and/or voting instruction forms in respect of the Meeting. Notice-and-access is environmentally friendly and a cost-effective way to distribute our Meeting Materials because it reduces printing, paper and postage and delivery costs. Registered shareholders may attend the Meeting online or may be represented by proxy. If you are a registered shareholder and are unable to attend the Meeting online, please complete, date and sign the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular. To be valid, such proxies must be deposited with the Company's transfer agent, TSX Trust Company, located at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1 by 10:00 a.m. (Toronto time) on February 24, 2023 (or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to any reconvened meeting in the event of an adjournment of the Meeting). Non-registered beneficial shareholders, whose shares are registered in the name of a broker, securities dealer, bank, trust company or similar entity (an "Intermediary") should carefully follow the voting instructions provided by their Intermediary. All non-registered shareholders must follow the instructions set out in the voting instruction form and in the Circular to ensure that such (ii) shareholders' common shares will be voted at the Meeting. If you hold your common shares in a brokerage account, you are not a registered shareholder. Holders of common shares registered on the books of the Company at the close of business on January 19, 2023 are entitled to notice of, and to vote at, the Meeting. DATED at Toronto, Ontario this 16th day of January, 2023. By Order of the Board of Directors (signed) "Beena Goldenberg" INFORMATION CIRCULAR This information circular (the "Circular") is furnished in connection with the solicitation of proxies by the management of Organigram Holdings Inc. for use at the annual and special meeting (the "Meeting") of its shareholders to be held virtually via live audio webcast at https://virtual-meetings.tsxtrust.com/1437 on Tuesday, February 28, 2023 at 10:00 a.m. (Toronto time) or at any adjournment(s) or postponement(s) thereof. The Meeting has been called for the purposes set forth in the notice of annual and special meeting of shareholders (the "Notice of Meeting") that accompanies this Circular. Unless otherwise stated, all information in this Circular is current as of January 16, 2023. Similar to last year, we have again taken into account the ongoing impact of COVID-19, as well as the high number of flu cases that are circulating communities, each of which has heightened public health and travel concerns for in-person annual meetings. Accordingly, we are pleased to continue to embrace the latest technology to provide expanded access, improved communication and cost savings for our shareholders and the Company by conducting this year's Meeting in a virtual-only format, which will be conducted via live audio webcast over the internet. Shareholders will have an opportunity to participate at the Meeting online regardless of their geographic location. A summary of the information that shareholders will need to attend the Meeting online is provided under "Notice-and-Access," "Voting and Asking Questions at the Meeting," "Appointment and Revocation of Proxies - Registered Shareholders" and "Appointment and Revocation of Proxies - Non-Registered Shareholders". In this Circular, references to the "Company", "we" and "our" refer to Organigram Holdings Inc. "Common Shares" means common shares without par value in the capital of the Company. "Beneficial Shareholders" means shareholders who do not hold Common Shares in their own name and "Intermediaries" refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders. VOTING INFORMATION Voting Shares and Record Date The record date for the Meeting is January 19, 2023 (the "Record Date"). The Company's transfer agent has prepared a list, as of the close of business on the Record Date, of the registered holders of the Company's Common Shares. A holder of the Company's Common Shares whose name appears on such list is entitled to vote the Common Shares on such list at the Meeting. Each Common Share entitles the holder to one vote on each item of business identified in the Notice of Meeting. As of the date of this Circular, there were 313,856,912 Common Shares issued and outstanding, each carrying the right to one vote. Other than the contractual right to appoint two nominees currently held by BT DE Investments Inc. ("BAT") as described herein, no group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares. BAT's board representation rights pursuant to an investor rights agreement with the Company entitle BAT to appoint (i) 20% of the Company's board of directors (the "Board") for so long as it holds at least 15% of the issued and outstanding common shares of the Company from time to time; and (ii) 10% of the Board so long as BAT holds at least 10% of the issued and outstanding common shares of the Company from time to time. Solicitation of Proxies The solicitation of proxies is being made by or on behalf of management. It is expected that the solicitation of proxies will be primarily by mail, but proxies may also be solicited personally, by telephone or other form of correspondence. The Company may cause a soliciting dealer group to be formed for the purposes of soliciting proxies for the Meeting, for which the Company would pay customary fees. The cost of solicitation of proxies will be borne by the Company. - 4 - Notice-and-Access In connection with the Meeting this year, in compliance with applicable securities laws and an order of the Director under the Canada Business Corporations Act(the "CBCA"), the Company has elected to use the notice-and-access delivery model, which allows the Company to furnish the Circular, the accompanying proxy-related materials, the Financial Statements and associated management's discussion and analysis (collectively, the "Meeting Materials") to shareholders via the Internet. Under notice-and-access, shareholders will continue to receive a proxy or voting instruction form enabling them to vote at the Meeting; however, instead of a paper copy of the Meeting Materials, shareholders will receive a notice with information on how to access the Meeting Materials electronically. Shareholders are reminded to review the Circular prior to voting. Shareholders with questions about notice-and-access can call TSX Trust Company toll free at 1-866-600-5869. The Meeting Materials can be viewed online at https://docs.tsxtrust.com/2345 or under the Company's profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Shareholders will receive paper copies of a notice package (the "Notice Package") via prepaid mail containing a notice with the information prescribed by applicable securities laws and a form of proxy (if a registered shareholder) or a voting instruction form (if a non-registered (beneficial) shareholder). The Company will not use procedures known as "stratification" in relation to the use of notice-and-access. Stratification occurs when an issuer using notice-and-access sends a paper copy of the Circular to some security holders with a Notice Package. Shareholders will only receive requirement notification documentation under the notice-and-access model, which will not include a printed copy of this Circular. Shareholders who wish to receive paper copies of the Meeting Materials may request that a paper copy of the Meeting Materials be sent to them at no cost. Prior to the meeting, requests may be made by contacting TSX Trust Company toll free at 1-866-600-5869. We estimate that your request for Meeting Materials will need to be received on or before February 17, 2023 in order to receive your paper copies in advance of the deadline for submission of forms of proxy and/or voting instruction forms in respect of the Meeting. Shareholders who request paper copies of the Meeting Materials will have those Meeting Materials mailed to them within three business days of receipt of their request. Following the Meeting, requests for paper copies may be made up to one year from the date the Meeting Materials were filed on SEDAR and on EDGAR at www.sec.gov. To obtain paper copies of the Meeting Materials after the meeting, please contact TSX Trust by calling 1-866-600-5869. Voting and Asking Questions at the Meeting Once again, this year we are holding the Meeting as a completely virtual meeting, which will be conducted via live audio webcast, where all shareholders regardless of geographic location will have an opportunity to participate in the Meeting. Whether or not they are able to attend the virtual meeting, registered shareholders and non-registered shareholders are encouraged to vote in advance of the Meeting. Given this format, all shareholders are strongly advised to carefully read the voting instructions below that are applicable to them. Voting as a Registered Shareholder Registered shareholders on the Record Date may vote online at the virtual meeting at https://virtual-meetings.tsxtrust.com/1437 . Registered shareholders should click on "I have a control number" and he, she, they, or it will be prompted to enter his, her, their or its twelve digit control number (which is located on their proxy form) and enter the password "ogi2023"(case sensitive). The shareholder has to be connected to the internet at all times to be able to vote - it is each shareholder's responsibility to make sure that he, she, they or it stays connected for the entire Meeting. - 5 - Voting as a Non-Registered Shareholder For non-registered shareholders, whose shares are registered in the name of an Intermediary, which is usually a trust company, securities broker or other financial institution, such non-shareholder's Intermediary is entitled to vote the shares held by it and beneficially owned by the non-registered shareholder on the Record Date. However, the Intermediary must first seek the non-registered shareholder's instructions as to how to vote his, her or its shares or otherwise make arrangements so that he, she or it may vote his, her or its shares directly. Non-registered shareholders may vote his, her, or its shares through such non-shareholder's Intermediary or online at the virtual Meeting by duly appointing themselves as proxyholder as described under the heading "Appointment and Revocation of Proxies - Non-RegisteredShareholders". Non-registered shareholders that duly appoint themselves as proxyholder and obtain a control number as described under the heading "Appointment and Revocation of Proxies - Non-Registered Shareholders", may vote online at the virtual meeting at https://virtual-meetings.tsxtrust.com/1437.Non-registered shareholders should click on "I have a control number" and he, she, they or it will be prompted to enter his, her, they or its control number (obtained from TSX Trust Company) and enter the password "ogi2023"(case sensitive). The shareholder has to be connected to the internet at all times to be able to vote - it's the shareholder's responsibility to make sure that he, she or it stays connected for the entire Meeting. Non-registered shareholders who have not duly appointed themselves as proxyholder will not be able to vote or ask questions at the Meeting, however such non-registered shareholders may still attend the Meeting as guests through the live audio webcast at https://virtual-meetings.tsxtrust.com/1437 . Asking Questions at the Meeting Registered shareholders and non-registered shareholders who have appointed themselves as proxyholder and obtained a control number are eligible to ask a question during the Q&A portion of the Meeting. In the event that any such shareholder wishes to ask a question, the shareholder should select the messaging icon and type his, her, their or its question within the chat box at the bottom of the messaging screen. Once satisfied with the question, the shareholder should click the arrow button to submit the question to the Chair of the Board. All submitted questions will be moderated by the Lumi platform before being sent to the Chair of the Board. Questions can be submitted at any time during the Q&A session up until the Chair of the Board closes the session. Technical Assistance Should a shareholder require assistance with the use of the virtual meeting platform, the shareholder can access additional information on Lumi's website at https://go.lumiglobal.com/faq . Furthermore, should a shareholder wish to speak with a Lumi representative, through the website above, both a live chat service and a contact ticket system is available. Appointment and Revocation of Proxies - Registered Shareholders The following instructions are for registered shareholders only. If a shareholder is a non-registered beneficial shareholder, the shareholder should follow his, her, their or its Intermediary's instructions on how to vote such shareholder's shares. Non-registered shareholders should also refer to the discussion under "Appointment and Revocation of Proxies - Non-Registered Shareholders" in this Circular. A registered shareholder on the Record Date may vote at the Meeting or appoint a person to represent such shareholder at the Meeting by proxy. A registered shareholder may either instruct that person on how they want that person to vote, or let him, her, they or it determine how to vote the shareholder's shares. The - 6 - persons named as proxyholders in the form of proxy are directors and/or officers of the Company. Each registered shareholder has the right to appoint a person other than the person named in the accompanying form of proxy, who need not be a shareholder, to attend and act for and on behalf of such registered shareholder at the Meeting. Any registered shareholderwishing to exercise such right may do so by inserting in the blank space provide in the applicable form of proxy the name of the person such registered shareholder wishes to appoint as proxy holder and by duly delivering such proxy, or by duly completing and delivering another proper form of proxy, to the Company's transfer agent within the time period and at the address set out below. Registered shareholders wishing to be represented by proxy at the Meeting are requested to complete, sign and date the accompanying form of proxy and return such proxy to the Company's transfer agent, TSX Trust Company ("TSX Trust"), located at 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1, not later than 10:00 a.m. (Toronto time) on February 24, 2023 (or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to any reconvened meeting in the event of an adjournment of the Meeting). Failure to complete or deposit a proxy properly may result in its invalidation. The time limit for the deposit of proxies may be waived by the Chair of the Company's Board at his or her discretion without notice. Registered shareholders who wish to appoint a person other than the management nominees identified on the form of proxy, must carefully follow the instructions in this Circular and on their form of proxy. These instructions include the additional step of registering such proxyholder with our transfer agent, TSX Trust, by emailing tsxtrustproxyvoting@tmx.com the "Request for Control Number" form, which can be found at http://tsxtrust.com/resource/en/75, after submitting their form of proxy. Failure to register the proxyholder with TSX Trust will result in the proxyholder not receiving a control number to participate in the Meeting and only being able to attend as a guest. Guests will not be permitted to vote or ask questions at the Meeting. Proxies given by shareholders for use at the Meeting may be revoked at any time prior to their use by depositing an instrument in writing executed by the shareholder or by his, her, their or its attorney authorized in writing or, if the shareholder is a company, by an officer or attorney thereof duly authorized, with TSX Trust located at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1 not later than 10:00 a.m. (Toronto time) on February 24, 2023 (at least 48 hours, excluding Saturdays, Sundays and holidays, prior to any reconvened in the event of an adjournment of the Meeting). Late proxies may be accepted or rejected by the chair of the Meeting in his or her discretion, and the chair is under no obligation to accept or reject any particular late proxy. The deadline for the deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion, without notice. A registered shareholder may also revoke his, her, their or its proxy at the Meeting provided that such shareholder is a registered shareholder whose name appeared on the shareholders' register of the Company as at the Record Date. Appointment and Revocation of Proxies - Non-Registered Shareholders The information set forth in this section is of significant importance to shareholders who do not hold their Common Shares in their own name. A non-registered shareholder is a shareholder who beneficially owns shares that are registered in the name of an Intermediary such as a securities broker, financial institution, trustee, custodian or other nominee who holds shares on behalf of the shareholder, or in the name of a clearing agency in which the intermediary is a participant. Pursuant to National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), the Company will distribute the Notice Package in connection with this Meeting to Intermediaries for onward distribution to non-registered shareholders. Intermediaries have obligations to forward Meeting materials - 7 - to non-registered shareholders unless otherwise instructed by the shareholder (and as required by regulation in some cases, despite such instructions). Only registered shareholders or their duly appointed proxy holders are permitted to vote at the Meeting. A non-registered shareholder should follow the directions of the Intermediary with respect to the procedures to be followed in order to permit the non-registered shareholder to direct the voting of shares beneficially owned by such shareholder. A non-registered shareholder wishing to attend and vote at the Meeting must insert his, her, their or its own name in the space provided for the appointment of a proxyholder on the voting instruction form or proxy form provided by the Intermediary and return it in accordance with the Intermediary's directions. By doing so, non-registered shareholders are instructing their nominee to appoint them as proxyholder. Non-registered shareholders who wish to attend and vote at the Meeting must also take the additional step of registering with our transfer agent, TSX Trust, by emailing tsxtrustproxyvoting@tmx.com the "Request for Control Number" form, which can be found at http://tsxtrust.com/resource/en/75, after submitting their voting instruction form. Failure to register with the TSX Trust in advance of the proxy cut-off time will result in the non-registeredshareholder not receiving a control number to participate in the Meeting and only being able to attend as a guest. Guests will not be permitted to vote or ask questions at the Meeting. Only registered shareholders have the right to revoke a proxy. Non-registered shareholders who wish to change their vote must, in sufficient time in advance of the Meeting, arrange for their Intermediaries to change the vote and, if necessary, revoke their proxy. Notice to Shareholders in the United States The solicitation of proxies involves securities of a foreign private issuer (as defined in Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act")) located in Canada and is being effected in accordance with the corporate laws of Canada and securities laws of the provinces and territories of Canada. The proxy solicitation rules under the Exchange Act are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces and territories of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces and territories of Canada differ from the disclosure requirements under United States securities laws. The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely because the Company is a corporation existing under the laws of Canada. The Company exists under the laws of Canada, and all of its executive offices, administrative activities and assets are located outside the United States. In addition, most of the directors and officers of the Company are residents of jurisdictions other than the United States and all or a substantial portion of the assets of those persons are or may be located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to the jurisdiction of, or judgment by, a United States court. Voting and Discretion of Proxies On any ballot that may be called for, the Company's shares represented by a properly executed proxy will be voted or withheld from voting in accordance with the instructions given on the proxy, and if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly. If no direction is given in a proxy with respect to any matter set out therein, the proxy will be voted FOR such matter. The form of proxy confers discretionary authority upon the person named in the - 8 - proxy to vote as he or she sees fit with respect to amendments to matters identified in the Notice of Meeting and with respect to other matters that may properly come before the Meeting or any adjournment of the Meeting. As of the date of this Circular, management of the Company is not aware of any such amendment or other matter to come before the Meeting. Principal Holders of Voting Shares To the knowledge of the directors and executives of the Company, the following table shows the names of the persons or companies who, as at the date hereof, beneficially own, or exercise control or direction over, securities of the Company carrying 10% or more of the voting rights of any class of voting securities. Name of Shareholder BUSINESS OF THE MEETING To the knowledge of the directors and executive officers of the Company, the only matters to be brought before the Meeting are those set forth in the accompanying Notice of Meeting, which are set out in further detail below. Receipt of Financial Statements At the Meeting, shareholders will receive and consider the audited consolidated financial statements of the Company for the year ended August 31, 2022 ("Fiscal 2022") and the auditor's report on such statements. The Company's audited financial statements have been filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. All shareholders may request a paper copy of the audited consolidated financial statements by contacting TSX Trust Company toll free at 1-866-600-5869. The financial statements and the report of the auditor thereon do not require a vote at the Meeting. Election of Directors At the Meeting, it will be proposed that nine directors be elected to hold office for a term expiring at the close of the next annual general meeting, or until their successors are elected or appointed in accordance with the provisions of the CBCA. In the absence of contrary instruction, the management appointee acting as a proxyholder will vote FOR of the appointment of the nominees who are named below. If any of the proposed nominees should for any reason be unable to serve as a director, the persons named in the enclosed form of proxy reserve the right to nominate and vote for another nominee in their discretion. Advance Notice Provision At the Company's annual general and special meeting held on February 25, 2020, the Company's shareholders approved an amendment to the Company's articles, which removed the then existing advance notice provision from the Company's articles. The Company's shareholders passed an ordinary resolution 1 Number of shares held as of the date of this Circular. 2 Based on 313,856,912 issued and outstanding common shares as of the date of this Circular. - 9 - confirming the Amended and Restated By-Law No. 1 of the Company, which included revised advance notice provisions updated to current market standard (the "Advance Notice Provision"). The Advance Notice Provision fixes a deadline by which shareholders must submit director nominations prior to any meeting of the shareholders. In the case of annual general meetings, advance notice must be delivered to the Company not less than 30 days prior to the date of the annual general meeting, provided, however, that if (a) the annual general meeting of shareholders is called for a date that is less than 50 days after the date on which the first public announcement of the date of the annual general meeting was made, notice must be received not later than the close of business on the 10th day following the date on which the public announcement of the date of the annual general meeting if first made by the Company, and (b) the Company uses "notice-and-access" (as defined in NI 54-101) to send proxy related materials to shareholders in connection with an annual general meeting, notice must be received not less than 40 days prior to the date of the annual general meeting. In the case of a special meeting of the shareholders (which is not also an annual general meeting of the shareholders), advance notice must be delivered to the Company not later than the close of business on the 15th day following the day on which the public announcement of the date of the special meeting of shareholders is first made by the Company. The Advance Notice Provision requires any shareholder making a director nomination to provide certain important information about its nominee(s) with its advance notice. The Board may, in its sole discretion, waive any advance notice requirement. The Board believes that all shareholders should be provided with sufficient disclosure and time to make appropriate decisions on the election of their board representatives, allowing shareholders to fully participate in the director election process in an informed and effective manner. The Advance Notice Provision provides a transparent, structured, and fair director nomination process, consistent with the guidelines published by leading proxy advisory firms. The Advance Notice Provision includes a provision providing for a forum for adjudication of certain disputes, whereby unless the Company approves or consents in writing to the selection of an alternative forum, the courts of the Province of Ontario and appellate courts shall be the sale and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim for breach of a fiduciary duty owed by any director or officer of the Company to the Company, (c) any action asserting a claim arising pursuant to any provision of the CBCA or the articles or by-laws of the Company (as either may be amended from time to time), or (d) any action asserting a claim otherwise related to the relationships among the Company, its affiliates and their respective shareholders, directors and/or officers, but does not include claims related to the business carried on by the Company or such affiliates. Any person or entity owning, purchasing or otherwise acquiring any interest, including without limitation, any registered or beneficial ownership thereof, in the securities of the Company shall be deemed to have notice of and consented to the provisions of the by-laws. The Company did not receive notice of a nomination in compliance with the Advance Notice Provision, and as such, any nominations other than nominations by or at the direction of the Board or an authorized officer of the Company will be disregarded at the Meeting. Majority Voting Policy The Company had previously adopted a majority voting policy for its Board nominees in compliance with TSX rules. However, this policy was not renewed as of August 26, 2022, as new provisions of the CBCA introducing a statutory voting requirement for uncontested director elections came into effect. Under the CBCA amendments, shareholders are to vote "for" or "against" (as opposed to "for" and "withhold") nominees for the Board at an uncontested meeting. If a nominee does not receive a majority of the votes cast for their election, the nominee will not be elected and the Board position will remain open or, if in the case of incumbent directors, such director may continue in office until the - 10 - earlier of (i) the 90th day after the election, or (ii) the day on which his or her successor is appointed or elected. - 11 - Cease Trade Orders, Bankruptcies, Penalties or Sanctions To the knowledge of the Company, none of the proposed directors is, or has been within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any other company (including the Company) that: (a) was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; where "order" refers to a cease trade or similar order, or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 days. To the knowledge of the Company, none of the directors of the Company: (a) is, as at the date of this Circular, or has been within the 10 years before the date of this Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) within the 10 years before the date of this Circular, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director. None of the proposed directors has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director. Appointment of Auditor The present auditor of the Company is KPMG LLP. KMPG LLP was appointed as auditor of the Company on December 14, 2020. The Board is recommending the re-appointment of KPMG LLP as the independent auditor of the Company, to hold office until the close of the next annual meeting of the shareholders or until its successor is appointed, and that the Board be authorized to fix the remuneration of the auditors. In the absence of contrary instruction, the management appointee acting as a proxyholder will vote FOR the re-appointment of the firm of KPMG LLP as auditors of the Company and to authorize the Board to fix KPMG's remuneration. - 21 - Re-Approval of the 2020 Equity Incentive Plan The Company's long-term omnibus equity incentive plan (the "2020 Equity Incentive Plan") was initially approved by the Board on January 23, 2020, and by the shareholders at the Company's annual general and special meeting held on February 25, 2020. Under the rules of the Toronto Stock Exchange ("TSX"), shareholder approval is required for all unallocated equity-based incentive awards ("Awards") under incentive plans such as the 2020 Equity Incentive Plan (which does not have a fixed maximum limit of securities issuable thereunder) every three years. At the Meeting, shareholders will be asked to consider and, if deemed advisable, to approve, with or without amendment, the resolution set out below (the "Incentive Plan Resolution"), re-approving the 2020 Equity Incentive Plan and all of the unallocated Awards issuable from treasury thereunder. To be effective, the Incentive Plan Resolution must be passed by a simple majority of the votes cast thereon by the shareholders present electronically or by proxy at the Meeting. Failure to obtain shareholder approval will result in all unallocated Awards being cancelled and the Company will not be permitted to make further grants until shareholder approval is obtained; however, all allocated Awards under the 2020 Equity Incentive, such as Options (as defined herein) that have been granted but not yet exercised, will continue to be unaffected. A summary of certain key terms of the 2020 Equity Incentive Plan can be found under the heading "Compensation of Executive Officers - Equity Incentive Plans - 2020 Equity Incentive Plan". A copy of the complete 2020 Equity Incentive Plan is attached to this Circular as Appendix A. The text of the proposed Incentive Plan Resolution is set forth below. In the absence of contrary instruction, the management appointee acting as a proxyholder will vote FOR this resolution. RESOLVED THAT: (a) the omnibus equity incentive plan adopted by the board of directors (the "Board") of the Company on January 23, 2020 (the "2020 Equity Incentive Plan") and ratified by the holders (the "Shareholders") of common shares of the Company ("Common Shares") on February 25, 2020, in the form attached as Appendix A to the management information circular of the Company dated January 16, 2023, is hereby confirmed, ratified and approved, and the Company has the ability to grant awards under the 2020 Equity Incentive Plan in accordance with its terms until February 28, 2026; (b) the Board is hereby authorized to make such amendments to the 2020 Equity Incentive Plan from time to time, as may be required by the applicable regulatory authorities, or as may be considered appropriate by the Board in its sole discretion, provided always that such amendments be subject to the approval of the regulatory authorities, if applicable, and in certain cases, in accordance with the terms of the 2020 Equity Incentive Plan, the approval of the Shareholders; and (c) any one director or officer of the Company is hereby authorized and directed, acting for, in the name of and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise and to deliver or to cause to be delivered, all such other deeds, documents, instruments and assurances and to do or cause to be done all such other acts as, in the opinion of such director or officer of the Company, may be necessary or desirable to carry out the terms of the foregoing resolutions. - 22 - Approval of Articles of Amendment to Delete the Preferred Shares The articles of the Company provide that its authorized share capital is comprised of an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in series (the "Preferred Shares"). The articles grant the Board the express authority to create one or more series of Preferred Shares, set the number of shares in the series, and determine the rights, privileges, restrictions and conditions applicable to each series, without shareholder approval (subject to certain exceptions). Shares with the characteristics of the Preferred Shares are often referred to as "blank cheque" preferred shares. There are no Preferred Shares issued and outstanding. At the Meeting, shareholders will be asked to consider, and if deemed advisable, to approve, with or without amendment, the special resolution set out below (the "Preferred Share Resolution"), amending the articles of the Company in order to delete Preferred Shares from the share capital of the Company. The Preferred Share Resolution is primarily motivated by the Board's desire to modernize the capital structure of the Company and conform to evolving corporate governance practices and published guidelines of major proxy advisory firms. Proxy advisory firms have expressed concerns regarding the potential dilutive effect of "blank cheque" preferred shares. If the Preferred Share Resolution is passed at the Meeting, and after the articles of amendment (the "Articles of Amendment") take effect, the authorized share capital of the Company would consist exclusively of an unlimited number of Common Shares. The Articles of Amendment have been conditionally approved by the Board, subject to shareholder approval. Under the CBCA, the Preferred Share Resolution must be approved by a special resolution of the shareholders entitled to vote thereon, being at least two-thirds of the votes cast by the shareholders who voted in respect of that resolution, by proxy or in person. Failure to obtain shareholder approval will result in the articles not being amended. A draft of the Articles of Amendment is attached to this Circular as Appendix B. For additional information on the Company's share capital, reference is made to the full text of the Company's articles, a copy of which can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. The text of the proposed Preferred Share Resolution is set forth below. In the absence of contrary instruction, the management appointee acting as a proxyholder will vote FOR this resolution. RESOLVED THAT: (a) the articles of the Company be amended to delete in their entirety the Preferred Shares, of which there are none issued and outstanding, from the authorized share capital of the Company; (b) the authorized share capital of the Company, after giving effect to this special resolution, shall consist of an unlimited number of Common Shares; and (c) any one director or officer of the Company is hereby authorized and directed, acting for, in the name of and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise and to deliver or to cause to be delivered, all such other deeds, documents, instruments and assurances and to do or cause to be done all such other acts as, in the opinion of such director or officer of the Company, may be necessary or desirable to carry out the terms of the foregoing special resolutions. - 23 - Approval of Articles of Amendment for Share Consolidation At the Meeting, shareholders will be asked to consider and, if deemed advisable, approve, with or without amendment, the special resolution set out below (the "Share Consolidation Resolution"), amending the articles of the Company in order to consolidate the Company's issued and outstanding Common Shares into a lesser number of issued and outstanding Common Shares (the "Share Consolidation") on the basis of one (1) post-consolidation Common Share for each number of pre-consolidation Common Shares to be determined within a range of between one and a half (11⁄2) and four (4) pre-consolidation Common Shares (the "Consolidation Range"), with the final ratio to be determined by the Board, in its sole discretion. If the Share Consolidation Resolution is approved, the Share Consolidation would only be implemented, if at all, upon a determination by the Board that it is in the best interests of the Company and its shareholders, in order to maintain its listing on the Nasdaq Global Select Market, if eligible, or the Nasdaq Capital Market (as applicable "Nasdaq"). The Board's selection of the specific ratio will be based primarily on the price of the Common Shares at the given time and expected stability of that price. Reasons for the Share Consolidation The Share Consolidation is being proposed pre-emptively, to provide the Board with flexibility to elect to reduce the number of outstanding Common Shares by way of the Share Consolidation in order for the Common Shares to continue to be listed on the Nasdaq. The Nasdaq listing requirements stipulate that if a company trades for 30 consecutive business days below US$1.00 (the "Minimum Share Price Listing Standard"), Nasdaq will send a deficiency notice to the company, advising that it has 180 calendar days to regain compliance with the applicable requirements. As of the date of the Circular, the Common Shares have traded below the Minimum Share Price Listing Standard for 25 days. The Company has not yet received a deficiency notice from Nasdaq. In the event that the Company receives a deficiency notice, the Company may rely on the Share Consolidation to regain compliance with the Minimum Share Price Listing Standard and maintain its Nasdaq listing. In addition, the Share Consolidation may also provide the potential benefits of (i) enhancing the marketability of the Common Shares given that an increase in the price per Common Share could increase the interest of institutional and other investors with policies that prohibit them from purchasing shares below a minimum price, and (ii) reducing volatility as a result of small changes in the share price of the Common Shares. The Share Consolidation is subject to certain conditions, including the approval of the shareholders at the Meeting and acceptance by the TSX and Nasdaq. If the requisite approvals are obtained and the Board elects to proceed with the Share Consolidation, the Share Consolidation will take place at a time to be determined by the Board, subject to the CBCA. No further action on the part of shareholders would be required in order for the Board to implement the Share Consolidation. Shareholders will be notified and registered shareholders will receive a letter of transmittal containing instructions for exchange of their share certificates in connection with the Share Consolidation. The Share Consolidation Resolution also authorizes the Board to elect not to proceed with, and abandon, the Share Consolidation at any time if it determines, in its sole discretion, to do so. Following a vote by the Board to implement the Share Consolidation, the Company will file articles of amendment with the Director under the CBCA to amend the Company's articles. The Share Consolidation will become effective on the date shown in the certificate of amendment issued by the Director under the CBCA in connection with such consolidation or such other date indicated in the articles of amendment. - 24 - Notwithstanding approval of the proposed Share Consolidation by shareholders, the Board, in its sole discretion, may delay implementation of the Share Consolidation or revoke the Share Consolidation Resolution and abandon the Share Consolidation without further approval or action by or prior notice to shareholders. Under the CBCA, the Share Consolidation Resolution must be approved by a special resolution of the shareholders entitled to vote thereon, being at least two-thirds of the votes cast by the shareholders who voted in respect of that resolution, by proxy or in person. If the Board does not implement the Share Consolidation within 12 months of the date of the Meeting, the authority granted by the Share Consolidation Resolution would lapse and be of no further force or effect. The text of the proposed Share Consolidation Resolution is set forth below. In the absence of contrary instruction, the management appointee acting as a proxyholder will vote FOR this resolution. RESOLVED THAT: 1. the Company be hereby authorized to amend its articles so that the issued and outstanding common shares (the "Common Shares")in the capital of the Company are consolidated (the "Share Consolidation") on the basis of one (1) post-consolidation Common Share for a number of pre-consolidation Common Shares to be determined within a range of between one and a half (11⁄2) and four (4) pre-consolidation Common Shares (the "Consolidation Range")and the Board of Directors (the "Board")be hereby authorized to determine the final consolidation ratio within such Consolidation Range, in its sole discretion, such amendment to become effective on such date and time the Board may determine within one year of the date hereof, all as more fully described in the Circular,and subject to all necessary stock exchange approvals; 2. notwithstanding the passing of this resolution by the shareholders of the Company, the Board is hereby authorized and empowered without further notice to or approval of the shareholders not to proceed with the Share Consolidation or to revoke this resolution at any time prior to the Share Consolidation becoming effective without further approval of the shareholders; 3. the amendment to the articles of the Company giving effect to the Share Consolidation will provide that no fractional Common Shares will be issued in connection with the consolidation and the number of post-consolidation Common Shares to be received by a shareholder will be rounded up, in the case of a fractional interest that is 0.5 or greater, or rounded down, in the case of a fractional interest that is less than 0.5, to the nearest whole number of Common Shares that such shareholder would otherwise be entitled to receive upon the implementation of the consolidation; 4. any one director or officer of the Company is hereby authorized and directed, acting for, in the name of and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise and to deliver or to cause to be delivered, all such other deeds, documents, instruments and assurances and to do or cause to be done all such other acts as, in the opinion of such director or officer of the Company, may be necessary or desirable to carry out the terms of the foregoing special resolutions. Effects of the Share Consolidation General - 25 - If the Share Consolidation is implemented, its principal effect will be to proportionately decrease the number of issued and outstanding Common Shares by a factor equal to the consolidation ratio selected by the Board. For illustrative purposes only, the following table sets forth, based on the number of Common Shares issued and outstanding as of the date of this Circular, the number of Common Shares that would be issued and outstanding (disregarding any resulting fractional Common Shares and subject to any issuances occurring after such date) following the implementation of the Share Consolidation, at various consolidation ratios: Share Consolidation Ratio 78,464,228 The Company does not expect the Share Consolidation itself to have any economic effect on holders of Common Shares or securities convertible into or exercisable to acquire Common Shares, except to the extent the Share Consolidation will result in fractional Common Shares. See "No Fractional Shares" below. The Company will not proceed with the Share Consolidation if it will affect the listing of the Common Shares on the TSX or Nasdaq. Voting rights and other rights of the holders of Common Shares prior to the implementation of the Share Consolidation will not be affected by the Share Consolidation, other than as a result of the creation and disposition of fractional Common Shares as described below. The exercise or conversion price and the number of Common Shares issuable under any outstanding convertible securities of the Company, including outstanding stock options, will be adjusted in accordance with their respective terms on the same basis as the Share Consolidation. Effect on Beneficial shareholders Beneficial shareholders (i.e. non-registered shareholders) holding Common Shares through an Intermediary should be aware that the Intermediary may have different procedures for processing a consolidation than those that will be put in place by the Company for registered shareholders. If shareholders hold their Common Shares through an Intermediary and they have questions in this regard, they are encouraged to contact their Intermediary. Effect of the Share Consolidation on Convertible Securities The exercise or conversion price and/or the number of Common Shares issuable under any of the Company's outstanding convertible securities, including under outstanding stock options, warrants, rights, convertible debentures and any other similar securities will be proportionately adjusted upon the implementation of the Share Consolidation, in accordance with the terms of such securities, based on the Share Consolidation ratio. Effect on Share Certificates - 26 - If the Share Consolidation is approved by shareholders and subsequently implemented, those registered shareholders who will hold at least one post-consolidation Common Share will be required to exchange their share certificates representing pre-consolidation Common Shares for share certificates representing post-consolidation Common Shares following the Share Consolidation or, alternatively, a Direct Registration System ("DRS") Advice/Statement representing the number of post-consolidation Common Shares they hold following the Share Consolidation. The DRS is an electronic registration system which allows shareholders to hold Common Shares in their name in book-based form, as evidenced by a DRS Advice/Statement, rather than a physical share certificate. If the Share Consolidation is implemented the Company (or its transfer agent) will mail to each registered shareholder a letter of transmittal in connection with such consolidation. Each registered shareholder must complete and sign a letter of transmittal after the Share Consolidation takes effect. The letter of transmittal will contain instructions on how to surrender to the transfer agent the certificate(s) representing the registered shareholder's pre-consolidation Common Shares. The transfer agent will send to each registered shareholder who follows the instructions provided in the letter of transmittal a share certificate representing the number of post-consolidation Common Shares to which the registered shareholder is entitled rounded up or down to the nearest whole number or, alternatively, a DRS Advice/Statement representing the number of post-consolidation Common Shares the registered shareholder holds following the Share Consolidation. Beneficial shareholders (i.e. non-registered shareholders) who hold their Common Shares through Intermediaries and who have questions regarding how the Share Consolidation will be processed should contact their Intermediaries with respect to the Share Consolidation. See "Effect on Beneficial shareholders" above. Until surrendered to the transfer agent, each share certificate representing pre-consolidation Common Shares will be deemed for all purposes to represent the number of post-consolidation Common Shares to which the registered shareholder is entitled as a result of the Share Consolidation. No delivery of a new share certificate to a shareholder will be made until the shareholder surrenders its certificates representing the pre-consolidation Common Shares along with the letter of transmittal to the Company's transfer agent in the manner detailed herein. Any registered shareholder whose old certificate(s) have been lost, destroyed or stolen will be entitled to a replacement share certificate only after complying with the requirements that the Company and the transfer agent customarily apply in connection with lost, stolen or destroyed certificates. The method chosen for delivery of share certificates and letters of transmittal to the Company's transfer agent is the responsibility of the registered shareholder and neither the transfer agent nor the Company will have any liability in respect of share certificates and/or letters of transmittal which are not actually received by the transfer agent. REGISTERED SHAREHOLDERS SHOULD NEITHER DESTROY NOR SUBMIT ANY SHARE CERTIFICATE UNTIL HAVING RECEIVED A LETTER OF TRANSMITTAL. No Fractional Shares No fractional Common Shares will be issued in connection with the Share Consolidation and no cash will be paid in lieu of fractional post-consolidation Common Shares. In the event that a shareholder would otherwise be entitled to receive a fractional Common Share upon the occurrence of the Share Consolidation, such fraction will be rounded up or down to the nearest whole number. No Dissent Rights - 27 - Accounting Consequences If the Share Consolidation is implemented, net income or loss per Common Share, and other per Common Share amounts, will be increased because there will be fewer Common Shares issued and outstanding. In future financial statements, net income or loss per Common Share and other per Common Share amounts for periods ending before the applicable consolidation took effect would be recast to give retroactive effect to such Share Consolidation. TSX and Nasdaq Approval Assuming shareholder approval is received at the Meeting, and assuming that the Board determines to proceed with the Share Consolidation, the Share Consolidation will be subject to acceptance by the TSX and Nasdaq, and confirmation that, on a post-Share Consolidation basis, the Company would meet all of the TSX's and Nasdaq's applicable continued listing requirements (including, but not limited to, Nasdaq's Minimum Share Price Listing Standard). If the TSX and/or the Nasdaq does not accept the Share Consolidation, the Company will not proceed with the Share Consolidation. Risks Associated with the Share Consolidation Reducing the number of issued and outstanding Common Shares through the Share Consolidation is intended, absent other factors, to increase the per share market price of the Common Shares. However, the market price of the Common Shares after the Share Consolidation will also be affected by the Company's financial and operational results, its financial position, including its liquidity and capital resources, the development of its operations, industry conditions, the market's perception of the Company's business and other factors, which are unrelated to the number of Common Shares outstanding. Having regard to these other factors, there can be no assurance that the market price of the Common Shares will increase following the implementation of the Share Consolidation such that the Company will be in compliance with the Minimum Share Price Listing Standard and avoid a delisting of the Common Shares from the Nasdaq, or that the market price of the Common Shares will not decrease in the future and again result in noncompliance with the Minimum Share Price Listing Standard. There can also be no assurance that the implementation of the Share Consolidation will, in and of itself, guarantee the continued listing of the Common Shares on the Nasdaq or that the Common Shares will not be delisted from the Nasdaq because the Company fails to meet other Nasdaq continued listing requirements. The market price of the Common Shares immediately following the implementation of the Share Consolidation is expected to be approximately equal to the market price of the Common Shares prior to the implementation of such consolidation multiplied by the applicable consolidation ratio but there is no assurance that the anticipated market price immediately following the implementation of the Share Consolidation will be realized or, if realized, will be sustained or will increase. There is a risk that the total market capitalization of the Common Shares (the market price of the Common Shares multiplied by the number of Common Shares outstanding) after the implementation the Share Consolidation may be lower than the total market capitalization of the Common Shares prior to the implementation of the Share Consolidation. Although the Company believes that establishing a higher market price for the Common Shares could also enhance the marketability of the Common Shares by potentially broadening the pool of investors that may consider investing in the Company, including institutional and other investors whose internal investment policies prohibit or discourage them from purchasing shares trading below a certain minimum price and reduce volatility, there is no assurance that implementing the Share Consolidation will achieve either of these results. - 28 - If the Share Consolidation is implemented and the market price of the Common Shares (adjusted to reflect the applicable consolidation ratio) declines, the percentage decline as an absolute number and as a percentage of the Company's overall market capitalization may be greater than would have occurred if the Share Consolidation had not been implemented. Both the total market capitalization of a company and the adjusted market price of such company's shares following the Share Consolidation may be lower than they were before the consolidation took effect. The reduced number of Common Shares that would be outstanding after the Share Consolidation is implemented could adversely affect the liquidity of the Common Shares. The Share Consolidation may result in some shareholders owning "odd lots" on a post-consolidation basis. Odd lot Common Shares may be more difficult to sell, or may attract greater transaction costs per Common Share to sell, and brokerage commissions and other costs of transactions in odd lots may be higher than the costs of transactions in "round lots." Tax Considerations SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE SHARE CONSOLIDATION TO THEM, INCLUDING THE EFFECTS OF ANY CANADIAN OR U.S. FEDERAL, PROVINCIAL, STATE, LOCAL, FOREIGN AND/OR OTHER TAX LAWS. INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON Each person who has been a director or executive officer of the Company at any time since the beginning of the Company's last financial year and each proposed nominee for election as a director of the Company, as a potential participant under the 2020 Equity Incentive Plan, has a material interest in the approval of the 2020 Equity Incentive Plan. CORPORATE GOVERNANCE DISCLOSURE Independence In accordance with National Instrument 58-101 - Disclosure of Corporate Governance Practices, the Board considers a director to be independent if he or she has no direct or indirect material relationship with the Company or its subsidiaries, as determined by the Board in consultation with the Corporate Governance, Nominating and Sustainability Committee (the "

CBCA Frequently Asked Questions (FAQ)

  • When was CBCA founded?

    CBCA was founded in 2000.

  • Where is CBCA's headquarters?

    CBCA's headquarters is located at 4150 International Plaza, Fort Worth.

  • What is CBCA's latest funding round?

    CBCA's latest funding round is Unattributed VC - II.

  • How much did CBCA raise?

    CBCA raised a total of $81.5M.

  • Who are the investors of CBCA?

    Investors of CBCA include Trident Capital, ABS Ventures, WestLB Mellon Asset Management, Richard L. Scott Investments, Mobius Venture Capital and 3 more.

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