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Message: Re: AGM, no AGSM
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May 26, 2016 03:11AM
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May 26, 2016 11:45AM
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May 26, 2016 01:03PM
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May 26, 2016 02:41PM

While the TSX-V, since 2013, allows share consolidations up to 10:1 to occur without prior shareholder approval, a company under the Ontario Business Corporations Act (OBCA) still has to amend their articles of incorporation to effect a share consolidation. Such amendments still requires shareholder approval and would be considered a special resolution.

This is why the RS proposal in previous year's proxies are worded like this:

"At the Meeting, shareholders will be asked to consider and, if thought fit, to pass, with or without amendment, a special resolution (the ‘‘Consolidation Resolution’’) in the form set out below, authorizing, subject to regulatory approval, the filing of articles of amendment to consolidate the Company’s common shares on the basis of one new share for a maximum of every three shares of the Company"

Poet is subject to the OBCA rules, so for all intents and purposes, I would say the R/S is dead with this change to a standard AGM.

Reference (sections 168 and 169)

https://www.ontario.ca/laws/statute/90b16#BK154

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May 26, 2016 05:31PM
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