REVOCABLE
PROXY
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, being
a shareholder of the above named Company, hereby appoints _________________, or, failing that person, ___________________, as proxy
holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the special meeting of shareholders
to be held on the 26th day of June, 2017 and at any adjournment of that meeting.
Please
specify your choices by marking the boxes. It is important that your shares are represented at this meeting, whether
or not you attend the meeting in person. Therefore, please
COMPLETE
this proxy card,
SIGN
it and return
it as soon as possible in one of the following ways:
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1.
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mail your
COMPLETED
and
SIGNED
proxy card to Island Stock
Transfer at 15500 Roosevelt Boulevard, Suite 301, Clearwater, Florida 33760, Attn: Anna Kotlova;
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2.
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fax your
COMPLETED
and
SIGNED
proxy card to Standard Registrar
& Transfer Company, Inc., at
(727) 289-0069
with a subject line “Mantra Proxy”; or
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3.
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scan your
COMPLETED
and
SIGNED
proxy card and send the scanned
file by email to akotlova@islandstocktransfer.com, with a subject line “Mantra Proxy”.
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The
undersigned acknowledges receipt of the Notice of Special Meeting of Stockholders and the proxy statement furnished therewith.
YOUR VOTE IS IMPORTANT.
CASTING YOUR VOTE IN THE WAY DESCRIBED ON THIS PROXY CARD VOTES ALL SHARES OF COMMON STOCK OF MANTRA VENTURE GROUP LTD. THAT YOU
ARE ENTITLED TO VOTE. FOR SHARES REGISTERED IN YOUR NAME, UNLESS YOU ATTEND THE SPECIAL MEETING IN PERSON, YOUR PROXY MUST BE RECEIVED
BY 11:59 P.M. (EASTERN TIME) ON June 23, 2017 IN ORDER FOR YOUR PROXY TO BE COUNTED.
Proposals
— The Board of Directors recommends a vote FOR Proposals (1), (2), and (3).
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1.
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Approval
of the Plan of Continuation to continue the company from British Columbia to Nevada.
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☐
FOR ☐ AGAINST ☐
ABSTAIN
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2.
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Approval
to amend our Articles to increase the number of authorized Common Shares from 275,000,000 shares to 750,000,000 shares.
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☐
FOR ☐ AGAINST ☐
ABSTAIN
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3.
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Approval
of proposed name change of the Company from Mantra Venture Group Ltd. to Spectrum Global Solutions, Inc.
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☐
FOR ☐ AGAINST ☐
ABSTAIN
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(Please
be sure to sign and date the proxy below)
Signed this ____ day of June, 2017.
APPENDIX
A
Plan of Continuation
THIS PLAN OF CONVERSION
(this “
Plan
”) is adopted this ___ day of June, 2017, by Mantra Venture Group Ltd., a British Columbia corporation
(the “
Company
”), for the purpose of converting (the “
Conversion
”) the Company into a Nevada
corporation to be known as Spectrum Global Solutions, Inc. (the “
Converted Entity
”) in accordance with the provisions
of the British Columbia Business Corporations Act and the Nevada Revised Statutes.
WHEREAS
, the
Board of Directors of the Company have approved the Conversion;
WHEREAS
, in order
to effect the Conversion, the Company has adopted this Plan for the purpose of setting forth the manner and terms on which the
Company will continue its existence under the laws of the State of Nevada, including, without limitation, the method for effecting
the Conversion.
NOW
,
THEREFORE
,
BE IT KNOWN
, that:
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1.
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The name of the converting entity is MANTRA VENTURE GROUP LTD. At the Effective Time (as defined
below), the Company shall be converted into a Nevada corporation under the name SPECTRUM GLOBAL SOLUTIONS, INC.
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2.
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As soon as is practicable following approval of this Plan by the shareholders of the Company and
all requisite corporate and regulatory action in respect of the Converted Entity has been taken, the Conversion will be consummated
by the filing of the Articles of Conversion in the office of the Nevada Secretary of State in such form as is required by, and
signed in accordance with, the applicable provisions of Chapter 92A of the Nevada Revised Statutes and, if required, the execution
and filing of the Articles of Conversion with the Registrar of British Columbia. The date of filing the Articles of Conversion
with the Nevada Secretary of State will be the effective date of the Conversion (the "
Effective Time
").
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3.
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At the Effective Time, the Company shall continue its existence in the organizational form of the
Converted Entity.
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4.
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At the Effective Time, the Converted Entity shall be formed as a corporation existing under the
laws of the State of Nevada.
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5.
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The authorized capital stock of Mantra consists of 750,000,000 common shares, par value $0.00001
per share, and 20,000,000 preferred shares, par value $0.00001 per share.
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6.
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The title to all real estate vested by deed or otherwise under the laws of any jurisdiction, and the title to all other property,
real and personal, owned by the Company, and all debts due to the Company on whatever account, as well as all other things in action
or belonging to the Company, shall in accordance with the British Columbia Business Corporations Act and the Nevada Revised Statutes
be vested in the Converted Entity without reservation or impairment.
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7.
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The Converted Entity shall have all of the debts, liabilities and duties of the Company, but all rights of creditors accruing
and all liens placed upon any property of the Company up to the Effective Date shall be preserved unimpaired, and all debts, liabilities
and duties of the Company shall attach to the Converted Entity and may be enforced against it to the same extent as if it had incurred
or contracted such debts, liabilities and duties.
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8.
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Any proceeding pending against the Company may be continued as if the Conversion had not occurred or the Converted Entity may
be substituted in the proceeding in place of the Company.
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9.
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Any surplus appearing on the books of the Company shall be entered as surplus on the books of the Converted Entity and all
such surplus shall thereafter be dealt by the Converted Entity in any lawful manner.
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10.
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Once the Conversion is completed, the holders of common shares of the Company instead will own one common share with a par
value of $0.00001 per share of the Converted Entity for each share of common stock held immediately prior to the Conversion and
the holders of preferred shares of the Company instead will own one preferred share with a par value of $0.00001 per share of the
Converted Entity for each preferred share held immediately prior to the Conversion.
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11.
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The Conversion, if approved, will effect a change in the legal jurisdiction of incorporation of the Company as of the effective
date thereof, but the Company will not, as a result of the change in legal jurisdiction, change its business or operations after
the effective date of the Conversion as the Converted Entity.
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12.
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The directors of the Company will be elected to the board of directors of the Converted Entity. As of the Conversion Date,
the election, duties, resignation and removal of directors and officers shall be governed by the Nevada Revised Statues, the Articles
of Conversion and the Bylaws of the Converted Entity.
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13.
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Attached hereto as Exhibit A is the Articles of Conversion of the Company, as such will exist at
the Effective Time.
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14.
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The Company intends that this Plan will constitute the complete Plan referred to in Section 92A.105 of the Nevada Revised Statutes.
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IN WITNESS WHEREOF
,
the Company has adopted this Plan as of the date first written above.
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MANTRA VENTURE GROUP LTD
.,
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a British Columbia corporation
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By:
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Name:
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Larry Kristof
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Title:
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Chief Executive Officer
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SPECTRUM GLOBAL SOLUTIONS, INC
.,
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a Nevada corporation
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By:
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Name:
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Larry Kristof
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Title:
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Chief Executive Officer
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APPENDIX
B
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BARBARA
K. CEGAVSKE
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Secretary of State
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202 North Carson
Street
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Carson City, Nevada
89701-4201
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(775) 684-5708
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Website: www.nvsos.gov
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Articles
of Incorporation
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(PURSUANT
TO NRS CHAPTER 78)
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USE
BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE
SPACE IS FOR OFFICE USE ONLY
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1. Name
of Corporation:
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Spectrum Global Solutions, Inc.
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2.
Registered Agent for Service of Process:
(check only one box)
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☒
Commercial Registered Agent:
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CSC
Services of Nevada, Inc.
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☐
Noncommercial Registered Agent
(name
and address below)
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Name
OR
☐
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Office
or Position with Entity
(name
and address below)
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Name
of Noncommercial Registered Agent
OR
Name of Title of Office or Other Position with Entity
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Nevada
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Street
Address
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City
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Zip
Code
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Nevada
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Mailing
Address (if different from street address)
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City
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Zip
Code
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3.
Authorized Stock:
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(number
of shares
corporation is authorized to issue)
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Number
of shares
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750,000,000 common shares;
20,000,000 preferred shares;
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Par
value
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$0.00001
$0.00001
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Number
of shares
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with
par value:
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per
share: $
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without
par value:
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4.
Names and Addresses of the Board of Directors/ Trustees:
(each Director/Trustee must be a natural person at least 18 years
of age; attach additional page if more than two directors/trustees)
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1)
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Keith
Hayter
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Name
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300
Crown Centre Drive
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Longwood
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FL
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32750
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Street
Address
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City
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State
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Zip
Code
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2)
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Roger
Ponder
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Name
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300
Crown Centre Drive
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Longwood
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FL
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32750
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Street
Address
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City
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State
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Zip
Code
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5.
Purpose:
(optional;
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The
purpose of the corporation shall be:
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6.
Benefit Corporation:
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required only if Benefit Corporation status selected)
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(see
instructions) ☐ Yes
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7.
Name, Address and Signature of
Incorporator:
(attach
additional
page if more
than
one incorporator)
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I declare, to the best of my knowledge under penalty of perjury, that the information
contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any
false or false or forged instrument for filing in the office of the Secretary of State.
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Keith
Hayter
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X
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Name
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Incorporator
Signature
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300
Crown Oak Centre Drive
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Longwood
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FL
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32750
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Address
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City
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State
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Zip
Code
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8
.
Certificate of
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I
hereby accept appointment as Registered Agent for the above named Entity.
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Acceptance
of
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Appointment
of
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X
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Registered
Agent:
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Authorized
Signature of Registered Agent or On Behalf of Registered Agent Entity
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Date
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This
form must be accompanied by appropriate fees.
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Nevada
Secretary of State NRS 78 Articles
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Revised:
1-5-15
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APPENDIX
C
BYLAWS
OF
SPECTRUM
GLOBAL SOLUTIONS, INC.
Article
I
Shareholders
SECTION
1
Annual
Meeting
. Annual meetings of the shareholders of Spectrum Global Solutions, Inc. (the “Corporation”), shall be
held on the day and at the time as may be set by the board of directors of the Corporation (the “Board of Directors”)
from time to time, at which annual meeting the shareholders shall elect by vote a Board of Directors and transact such other business
as may properly be brought before the meeting.
SECTION
2
Special
Meetings
. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Conversion, may be called by the Chief Executive Officer or the President by resolution of the Board of Directors
or at the request in writing of shareholders owning a majority in amount of the entire capital stock of the Corporation issued
and outstanding and entitled to vote. Such request shall state the purpose of the proposed meeting.
SECTION
3
Place
of Meetings
. All annual meetings of the shareholders shall be held at such place within or outside the State of Nevada as
the Board of Directors shall determine. Special meetings of the shareholders may be held at such time and place within or outside
the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.
SECTION
4
Quorum;
Adjourned Meetings
. The holders of at least one third (33.3%) of the stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the Articles of Conversion. If, however, such quorum shall not be present
or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented
by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting,
until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as originally notified.
SECTION
5
Voting
.
Each shareholder of record of the Corporation holding stock that is entitled to vote at a meeting shall be entitled at each meeting
of shareholders to one vote for each share of stock standing in their name on the books of the Corporation. Upon the demand of
any shareholder, the vote for members of the Board of Directors and the vote upon any question before the meeting shall be by
ballot.
When
a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall be sufficient to elect members of the Board of Directors or to decide any question brought
before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Conversion,
a different vote is required in which case such express provision shall govern and control the decision of such question.
SECTION
6
Proxies
.
At any meeting of the shareholders, any shareholder may be represented and vote by a proxy or proxies appointed by an instrument
in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority
of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the
powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide.
No proxy or power of attorney to vote shall be used to vote at a meeting of the shareholders unless it shall have been filed with
the secretary of the meeting. All questions regarding the qualification of voters, the validity of proxies and the acceptance
or rejection of votes shall be decided by the inspectors of election who shall be appointed by the Board of Directors, or if not
so appointed, then by the presiding officer of the meeting.
SECTION
7
Action
Without a Meeting
. Any action which may be taken by the vote of the shareholders at a meeting may be taken without a meeting
if authorized by the written consent of shareholders holding at least a majority of the voting power, unless the provisions of
the statutes or of the Articles of Conversion require a greater proportion of voting power to authorize such action in which case
such greater proportion of written consents shall be required.
Article
II
Directors
SECTION
1
Management
of Corporation
. The business of the Corporation shall be managed by its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not prohibited by statute or by the Articles of Conversion
or by these Bylaws directed or required to be exercised or done by the shareholders.
SECTION
2
Number,
Tenure, and Qualifications
. The number of directors that shall constitute the whole board shall be at least one. The number
of directors may from time to time be increased or decreased by resolution of the Board of Directors to not less than one nor
more than fifteen. The Board of Directors shall be elected at the annual meeting of the shareholders and except as provided in
Section 2 of this Article, each director elected shall hold office until his successor is elected and qualified. Directors need
not be shareholders.
SECTION
3
Vacancies
.
Vacancies in the Board of Directors including those caused by an increase in the number of directors, may be filled by a majority
of the remaining Board of Directors, though not less than a quorum, or by a sole remaining director, and each director so elected
shall hold office until his successor is elected at an annual or a special meeting of the shareholders. The holders of two-thirds
of the outstanding shares of stock entitled to vote may at any time peremptorily terminate the term of office of all or any of
the members of the Board of Directors by vote at a meeting called for such purpose or by a written statement filed with the secretary
or, in his absence, with any other officer. Such removal shall be effective immediately, even if successors are not elected simultaneously.
A
vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any directors,
or if the authorized number of directors be increased, or if the shareholders fail at any annual or special meeting of shareholders
at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting.
If
the Board of Directors accepts the resignation of a director tendered to take effect at a future time, the Board of Directors
or the shareholders shall have power to elect a successor to take office when the resignation is to become effective.
No
reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his
term of office.
SECTION
4
Removal
.
Any of the directors may be removed from office at any time with or without cause by a vote of a majority of the directors.
SECTION
5
Annual
and Regular Meetings
. Regular meetings of the Board of Directors shall be held at any place within or outside the State of
Nevada which has been designated from time to time by resolution of the Board of Directors or by written consent of all members
of the Board of Directors. In the absence of such designation, regular meetings shall be held at the registered office of the
Corporation. Special meetings of the Board of Directors may be held either at a place so designated or at the registered office
or by written consent of all members of the Board of Directors.
Regular
meetings of the Board of Directors may be held without call or notice at such time and at such place as shall from time to time
be fixed and determined by the Board of Directors.
SECTION
6
First
Meeting
. The first meeting of each newly elected Board of Directors shall be held immediately following the adjournment
of the meeting of shareholders and at the place thereof. No notice of such meeting shall be necessary to the Board of Directors
in order to legally to constitute the meeting, provided a quorum be present. In the event such meeting is not so held, the meeting
may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the
Board of Directors.
SECTION
7
Special
Meetings
. Special meetings of the Board of Directors may be called by the Chairman or the President or by any two directors.
Written
notice of the time and place of special meetings shall be delivered personally to each-director, or sent to each director by mail,
facsimile transmission, electronic mail or by other form of written communication, charges prepaid, addressed to him at his address
as it is shown upon the records or if such address is not readily ascertainable, at the place in which the meetings of the Board
of Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail at least three
(3) days prior to the time of the holding of the meeting. In case such notice is hand delivered, faxed or emailed as above provided,
it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, faxing,
emailing or delivery as above provided shall be due, legal and personal notice to such director.
SECTION
8
Business
of Meetings
. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall
be as valid as though held at a meeting duly held after regular call and notice, if a quorum be present, and if, either before
or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such meeting,
or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting.
SECTION
9
Quorum;
Adjourned Meetings
. A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction
of business, except to adjourn as hereinafter provided. Every act or decision made by a majority of the directors present at a
meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number
be required by law or by the Articles of Conversion. Any action of a majority, although not at a regularly called meeting, and
the record thereof, if assented to in writing by all of the other members of the Board of Directors, shall be as valid and effective
in all respects as if passed by the Board of Directors in regular meeting.
A
quorum of the Board of Directors may adjourn any meeting of the Board of Directors to meet again at a stated day and hour; provided,
however, that in the absence of a quorum, a majority of the directors present at any meeting of the Board of Directors, either
regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors.
Notice
of the time and place of holding an adjourned meeting need not be given to the absent directors if the time and place be fixed
at the meeting adjourned.
SECTION
10
Committees
. The
Board of Directors may, by resolution adopted by a majority of the Board of Directors, designate one or more committees of the
Board of Directors, each committee to consist of at least one or more of the members of the Board of Directors which, to the extent
provided in the resolution, shall have and may exercise the power of the Board of Directors in the management of the business
and affairs of the Corporation and may have power to authorize the seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be determined from time to time by the Board of
Directors. The members of any such committee present at any meeting and not disqualified from voting may, whether or not they
constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent
or disqualified member. At meetings of such committees, a majority of the members or alternate members shall constitute a quorum
for the transaction of business, and the act of a majority of the members or alternate members at any meeting at which there is
a quorum shall be the act of the committee.
The
committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.
SECTION
11
Action
Without Meeting
. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such
committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or
committee.
SECTION
12
Special
Compensation
. The directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be
paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall
preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special
or standing committees may be allowed like reimbursement and compensation for attending committee meetings.
Article
III
NOTICES
SECTION
1
Notice
of Meetings
. Notices of meetings of shareholders shall be in writing and signed by the Chief Executive Officer or President
or by such other person or persons as the Board of Directors shall designate. Such notice shall state the purpose or purposes
for which the meeting of shareholders is called and the time and the place, which may be within or without this State, where it
is to be held. A copy of such notice shall be delivered personally to, sent by facsimile transmission or electronic mail or shall
be mailed, postage prepaid, to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than
sixty (60) days before such meeting. If mailed, it shall be directed to a shareholder at his address as it appears upon the records
of the Corporation. Upon such mailing of any such notice, the service thereof shall be complete and the time of the notice shall
begin to run from the date upon which such notice is deposited in the mail for transmission to such shareholder. Personal delivery
of any such notice to any officer of a Corporation or association, or to any member of a partnership shall constitute delivery
of such notice to such Corporation, association or partnership. In the event of the transfer of stock after delivery of such notice
of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the meeting to the transferee.
SECTION
2
Effect
of Irregularly Called Meetings
. Whenever all parties entitled to vote at any meeting, whether of the Board of Directors or
shareholders, consent, either written or by presence at such meeting, the doings of such meeting shall be as valid as if they
had been approved at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted
from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting
be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting
may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by
all parties having the right to vote at such meeting, and such consent or approval of shareholders may be by proxy or attorney,
but all such proxies and powers of attorney must be in writing.
SECTION
3
Waiver
of Notice
. Whenever any notice is required to be given under the provisions of the statutes, the Articles of Conversion or
these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.
Article
IV
Officers
SECTION
1
Election
.
The officers of the Corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, a President,
a Secretary and a Treasurer, none of whom need be directors of the Corporation. Any person may hold two or more offices. The Board
of Directors may appoint a Chairman of the Board of Directors, Vice Chairman of the Board of Directors, one or more Vice Presidents,
Assistant Treasurers and Assistant Secretaries.
SECTION
2
Functions,
duties and powers of officers
. The Board of Directors, for each officer, may (a) determine the functions and duties the officer
is to perform, (b) entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions
and with such restrictions as the directors think fit and (c) from time to time revoke, withdraw, alter or vary all or any of
the functions, duties and powers of the officer.
SECTION
3
Compensation
.
The salaries and compensation of all officers of the Corporation shall be fixed by the Board of Directors.
SECTION
4
Removal;
Resignation
. The officers of the Corporation shall hold office at the pleasure of the Board of Directors. Any officer elected
or appointed by the Board of Directors may be removed at any time by a majority vote of the Board of Directors. Any vacancy occurring
in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors.
Article
V
Capital Stock
SECTION
1
Certificates
. Every
shareholder shall be entitled to have a certificate signed by the Chief Executive Officer, President or Secretary of the Corporation,
certifying the number of shares owned by such shareholder in the Corporation. If the Corporation shall be authorized to issue
more than one class of stock or more than one series of any class, the designations, preferences and relative, participating,
optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions
of such rights, shall be set forth in full or summarized on the face or back of the certificate, which the Corporation shall issue
to represent such stock.
If
a certificate is signed (1) by a transfer agent other than the Corporation or its employees or (2) by a registrar other than the
Corporation or its employees, the signatures of the officers of the Corporation may be facsimiles. In case any officer who has
signed or whose facsimile signature has been placed upon a certificate shall cease to be such officer before such certificate
is issued, such certificate may be issued with the same effect as though the person had not ceased to be such officer. The seal
of the Corporation, or a facsimile thereof, may, but need not be, affixed to certificates of stock.
SECTION
2
Surrendered,
Lost or Destroyed Certificates
. The Board of Directors may direct a certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue
of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the
same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any
claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.
SECTION
3
Replacement
Certificates
. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation,
if it is satisfied that all provisions of the laws and regulations applicable to the Corporation regarding transfer and ownership
of shares have been complied with, to issue a new certificate to the person entitled thereto, cancel the old certificate and record
the transaction upon its books.
SECTION
4
Record
Date
. The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding
the date of any meeting of shareholders, or the date for the payment of any distribution, or the date for the allotment of rights,
or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining
the consent of shareholders for any purpose, as a record date for the determination of the shareholders entitled to notice of
and to vote at any such meeting, and any adjournment thereof, or entitled to receive payment of any such distribution, or to give
such consent, and in such case, such shareholders, and only such shareholders as shall be shareholders of record on the date so
fixed, shall be entitled to notice of and to vote at such meeting, or any adjournment thereof, or to receive payment of such distribution,
or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding
any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.
SECTION
5
Registered
Owner
. The Corporation shall be entitled to recognize the person registered on its books as the owner of shares to be the
exclusive owner for all purposes including voting and distribution, and the Corporation shall not be bound to recognize any equitable
or other claim to or interest in such share or shales on the part of any other person, whether or not it shall have express or
other notice thereof except as otherwise provided by the laws of Nevada.
Article
VI
General Provisions
SECTION
1
Registered
Office
. The registered office of this Corporation shall be in the State of Nevada. The Corporation may also have offices at
such other places both within and outside the State of Nevada as the Board of Directors may from time to time determine or as
the business of the Corporation may require.
SECTION
2
Distributions
. Distributions
upon capital stock of the Corporation, subject to the provisions of the Articles of Conversion, if any, may be declared by the
Board of Directors at any regular or special meeting. Distributions may be paid in cash, in property or in shares of capital stock,
subject to the provisions of the Articles of Conversion.
SECTION
3
Reserves
.
Before payment of any distribution, there may be set aside out of any funds of the Corporation available for distributions such
sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing distributions or for repairing or maintaining any property of the Corporation or for such
other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may
modify or abolish any such reserve in the manner in which it was created.
SECTION
4
Checks;
Notes
. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time designate.
SECTION
5
Fiscal
Year
. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
SECTION
6
Corporate
Seal
. The Corporation may or may not have a corporate seal, as may from time to time be determined by resolution of the Board
of Directors. If a corporate seal is adopted, it shall have inscribed thereon the name of the Corporation and the words “Corporate
Seal” and “Nevada”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or
in any manner reproduced.
Article
VII
Indemnification
SECTION
1
Indemnification
of Officers and Directors, Employees and Other Persons
. Every person who was or is a party or is threatened to be made
a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or a person of whom he is the legal representative is or was a director or officer of the Corporation or is
or was serving at the request of the Corporation or for its benefit as a director or officer of another Corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the Nevada Revised Statutes from time to time against all expenses, liability and loss (including
attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in
connection therewith. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding
must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding
upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by
a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. Such right of indemnification
shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not
be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire and, without limiting
the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement,
vote of shareholders, provision of law or otherwise, as well as their rights under this Article.
SECTION
2
Insurance
.
The Board of Directors may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a director
or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another Corporation,
or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such
person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to
indemnify such person.
SECTION
3
Further
Bylaws
. The Board of Directors may from time to time adopt further Bylaws with respect to indemnification and may amend these
and such Bylaws to provide at all times the fullest indemnification permitted by the Nevada Revised Statutes.
Article
VIII
Amendments
SECTION
1
Amendments
by Board of Directors
. The Board of Directors, by a majority vote of the Board of Directors at any meeting may amend these
Bylaws, including Bylaws adopted by the shareholders, but the shareholders may from time to time specify particular provisions
of the Bylaws, which shall not be amended by the Board of Directors.
****
APPROVED
AND ADOPTED effective May [ ], 2017.
SPECTRUM
GLOBAL SOLUTIONS, INC.
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Larry
Kristof
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Chief
Executive Officer
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APPENDIX
D
RIGHTS
OF DISSENTING SHAREHOLDERS IN CONNECTION WITH THE CONTINUATION
The
following description of a shareholder’s Dissent Rights is not a comprehensive statement of the procedures to be followed
by a Dissenting Shareholder. The Continuation expressly provides registered shareholders with Dissent Rights on the terms and
conditions as set out in Sections 237 to 247 of the BCBCA annexed as Schedule A to this
Appendix D
of this Proxy Statement.
Dissent
Rights will be in effect for registered shareholders who object to the Continuation resolution. Under the BCBCA, only a registered
shareholder may exercise the Dissent Rights in respect of shares registered in that shareholder’s name. In many cases, shares
beneficially owned by a non-registered shareholder (the “Non-Registered Shareholder”) are registered either (i) in
the name of an intermediary, or (ii) in the name of a clearing agency (such as CDS) of which the intermediary is a participant.
Accordingly, a Non-Registered Shareholder will not be entitled to exercise its Dissent Rights directly (unless the shares are
re-registered in the Non-Registered Shareholder’s name and the procedures to exercise Dissent Rights are strictly complied
with). A Non-Registered Shareholder who wishes to exercise Dissent Rights should immediately contact the intermediary with whom
the Non-Registered Shareholder deals in respect of its shares and either: (i) instruct the intermediary to exercise the Dissent
Rights on the Non-Registered Shareholder’s behalf (which, if the shares are registered in the name of CDS or other clearing
agency, may require that such shares first be re-registered in the name of the intermediary), or (ii) instruct the intermediary
to re-register such shares in the name of the Non-Registered Shareholder, in which case the Non- Registered Shareholder would
be able to exercise the Dissent Rights directly without the involvement of the intermediary.
In
general, any registered shareholder who dissents from the Continuation resolution in compliance with Sections 237 to 247 of the
BCBCA will be entitled, in the event that the Continuation becomes effective, to be paid by Mantra the fair value of the shares
held by such Dissenting Shareholder determined as at the point in time immediately before the passing of the Continuation and
Reincorporation resolution. A Dissenting Shareholder shall, on the Record Date, and notwithstanding the provisions of Sections
237 to 247 of the BCBCA, be deemed to have transferred the Dissenting Shares to the Company and shall cease to have any rights
as a holder of shares except for the entitlement to be paid fair value for such shares.
The
Continuation provides that registered shareholders may exercise Dissent Rights in connection with the Continuation pursuant to
and in the manner set forth in Section 238 of the BCBCA, provided that, notwithstanding Section 242 of the BCBCA, the Dissent
Notice must be received by the Company by not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days
immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time). In addition, notwithstanding
Sections 237 to 247 of the BCBCA, shareholders who duly exercise their Dissent Rights shall be deemed to have transferred the
shares held by them and in respect of which Dissent Rights have been validly exercised to the Company free and clear of all encumbrances,
and
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(a)
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if they ultimately are entitled to be paid fair value for such shares, they shall be paid the fair
value which shall equal the fair value of such shares immediately before the approval of the Continuation resolution by the shareholders
and they shall not be entitled to any other payment or consideration; or
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(b)
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if they ultimately are not entitled, for any reason, to be paid fair value for such shares, they
shall be deemed to have participated in the Continuation on the same basis as a non-dissenting holder of shares.
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In
no event shall the Company be required to recognize a Dissenting Shareholder as a shareholder after the Record Date, and the names
of such Dissenting Shareholders that have validly exercised Dissent Rights shall be removed from the central securities register
of the Company.
In
addition to any other restrictions set out in Sections 237 to 247 of the BCBCA, none of the shareholders who vote or who have
instructed a proxyholder to vote their shares in favour of the Continuation resolution shall be entitled to exercise Dissent Rights.
A
Dissenting Shareholder who, for any reason, does not properly fulfill each of the Dissent Procedures in accordance with the applicable
requirements, acts inconsistently with such dissent, or who, for any other reason, is not entitled to be paid the fair value of
their shares shall be treated as if the shareholder had participated in the Continuation on the same basis as a non-dissenting
shareholder.
A
shareholder who wishes to dissent must deliver a Dissent Notice to the Company at 300 Crown Oak Centre Drive, Longwood, Florida
32750, attention: Larry Kristof, no later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days immediately
preceding the Meeting or any adjournments or postponements thereof, being 5:00 p.m. (Vancouver time) on May 31, 2017.
A
separate Dissent Notice is required for a shareholder if the shareholder is exercising the Dissent Rights on its own behalf and
for each person who beneficially owns the shares registered in such shareholder’s name and on whose behalf such shareholder
is exercising the Dissent Rights. A shareholder wishing to exercise the Dissent Rights must do so in respect of all the shares
registered in such shareholder’s name and held for the beneficial person on whose behalf the Dissent Rights are being exercised.
A person wishing to exercise Dissent Rights in respect of shares of which such person is a beneficial owner must exercise Dissent
Rights with respect to all shares of which such person is both a registered and beneficial owner and cause each registered shareholder
who is the registered owner of any other shares of which such person is a beneficial owner to exercise Dissent Rights with respect
to all such shares.
The
Dissent Notice must set out the information required under Section 242 of the BCBCA, including the number of shares in respect
of which the Dissent Notice is being sent and:
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(a)
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if such shares constitute all of the shares of which the shareholder is both the registered and
beneficial owner and the shareholder owns no other shares, a statement to that effect;
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(b)
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if such shares constitute all of the shares of which the shareholder is both the registered and
beneficial owner, but the shareholder owns additional shares beneficially, a statement to that effect and the names of the registered
owners of such shares, the number of shares held by such registered owners and a statement that Dissent Notices have or will be
sent with respect to such shares; or
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(c)
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if the Dissent Rights are being exercised by a registered owner who is not also the beneficial
owner of such shares, a statement to that effect and the name of the beneficial owner and a statement that the registered owner
is dissenting with respect to all shares of the beneficial owner registered in such registered owner’s name.
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A
vote against the Continuation resolution does not constitute a Dissent Notice under the BCBCA and a shareholder who votes in favour
of the Continuation will not be considered a Dissenting Shareholder.
The
Company is required, promptly after the later of: (i) the date on which it forms the intention to proceed with the Continuation;
and (ii) the date on which the Dissent Notice was received, to notify each Dissenting Shareholder of its intention to act on the
Plan of Continuation. The Company expects that it will be in a position to deliver such notification on or before the Record Date.
Upon receipt of such notification, each Dissenting Shareholder is then required, if the Dissenting Shareholder wishes to proceed
with the exercise of Dissent Rights, within one month after the date of such notice to send to the Company: (a) a written statement
that the Dissenting Shareholder requires the Company to purchase all of its shares; (b) the certificates representing such shares;
and (c) if the Dissent Rights are being exercised by the Dissenting Shareholder on behalf of a beneficial owner who is not the
registered owner, a written statement to that effect and including the name of the beneficial owner and a statement that the registered
owner is dissenting with respect to all shares of the beneficial owner registered in such registered owner’s name, setting
out whether or not the beneficial owner is the beneficial owner of other shares, and if so, setting out: (i) the names of the
registered owners of such shares, (ii) the number of shares held by such registered owners, and (iii) that Dissent Rights are
being exercised with respect to all such other shares. Unless the Court orders otherwise, a shareholder who fails to send to the
Company within the required time frame the written statements described above and the certificates representing the shares in
respect of which the Dissenting Shareholder dissents, forfeits the shareholder’s Dissent Rights.
On
sending the required documentation to the Company, the fair value for the Dissenting Shares will be determined as follows:
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(a)
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if the Company and a Dissenting Shareholder agree on the fair value of the shares, then the Company
must promptly pay that amount to the Dissenting Shareholder; or
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(b)
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if a Dissenting Shareholder and the Company are unable to agree on a fair value, the Dissenting
Shareholder may apply to the Court to determine the fair value of the shares, and the Company must pay to the Dissenting Shareholder
the fair value determined by the Court.
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Shareholders
who duly exercise their Dissent Rights shall be deemed to have transferred the shares held by them in respect of which Dissent
Rights have been exercised to the Company free and clear of liens, at the Record Date. If the Continuation is not implemented
for any reason, Dissenting Shareholders will not be entitled to be paid the fair value for their shares, and such shares will
not be deemed to be transferred to the Company.
Section
246 of the BCBCA outlines certain events when Dissent Rights will cease to apply where such events occur before payment is made
to the Dissenting Shareholders of the fair value of the shares surrendered (including if the Continuation and Reincorporation
resolution is not approved or is otherwise not proceeded with). In such events, the Dissenting Shareholder will be entitled to
the return of the applicable share certificate(s), if any, and rights as a shareholder in respect of the applicable shares will
be regained.
The
discussion above is only a summary of the Dissent Procedures which are technical and complex. A shareholder who intends to exercise
his or her Dissent Rights should carefully consider and comply with the provisions of Sections 237 to 247 of the BCBCA. It is
suggested that any shareholder wishing to exercise Dissent Rights seek legal advice, as failure to comply strictly with the applicable
provisions of the BCBCA, and this Proxy Statement may prejudice the availability of such Dissent Rights. Dissenting Shareholders
should note that the exercise of Dissent Rights can be a complex, time consuming and expensive process.
Schedule
A to APPENDIX D
SECTIONS
237 – 247 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)
Division
2 — Dissent Proceedings
Definitions
and application
237
(1) In this Division:
“dissenter”
means
a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;
“notice
shares”
means, in relation to a notice of dissent, the shares in respect of which dissent is being exercised under
the notice of dissent;
“payout
value”
means,
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(a)
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in the case of a dissent in respect of a resolution, the fair value that the notice shares had immediately before the passing
of the resolution,
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(b)
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in the case of a dissent in respect of an arrangement approved by a court order made under section 291 (2) (c) that permits dissent,
the fair value that the notice shares had immediately before the passing of the resolution adopting the arrangement, or
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(c)
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in the case of a dissent in respect of a matter approved or authorized by any other court order
that permits dissent, the fair value that the notice shares had at the time specified by the court order,
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excluding
any appreciation or depreciation in anticipation of the corporate action approved or authorized by the resolution or court order
unless exclusion would be inequitable.
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(2)
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This Division applies to any right of dissent exercisable by a shareholder except to the extent that
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(a)
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the court orders otherwise, or
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(b)
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in the case of a right of dissent authorized by a resolution referred to in section 238(1)(g), the court orders otherwise or the
resolution provides otherwise.
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Right
to dissent
238
(1) A shareholder of a company, whether or not the shareholder’s shares carry the right to vote, is entitled
to dissent as follows:
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(a)
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under section 260, in respect of a resolution
to alter the articles
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(i) to alter restrictions on the powers of the
company or on the business the company is permitted to carry on, or
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(ii) without limiting subparagraph (i), in the case of a community
contribution company, to alter any of the company's community purposes within the meaning of section 51.91;
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(b)
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under section 272, in respect of a resolution to adopt
an amalgamation agreement;
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(c)
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under section 287, in respect of a resolution to approve
an amalgamation under Division 4 of Part 9;
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(d)
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in respect of a resolution to approve an arrangement,
the terms of which arrangement permit dissent;
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(e)
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under section 301(5), in respect of a resolution to
authorize or ratify the sale, lease or other disposition of all or substantially all of the company’s undertaking;
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(f)
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under
section 309, in respect of a resolution to authorize the continuation of the company
into a jurisdiction other than British Columbia;
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(g)
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in respect of any other resolution, if dissent is authorized
by the resolution;
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(h)
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in respect of any court order that permits dissent.
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(2)
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A shareholder wishing to dissent must
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(a)
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prepare a separate notice of dissent under section 242
for
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(i)
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the shareholder, if the shareholder is dissenting on
the shareholder’s own behalf, and
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(ii)
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each other person who beneficially owns shares registered
in the shareholder’s name and on whose behalf the shareholder is dissenting,
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(b)
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identify in each notice of dissent, in accordance with
section 242(4), the person on whose behalf dissent is being exercised in that notice of dissent, and
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(c)
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dissent with respect to all of the shares, registered
in the shareholder’s name, of which the person identified under paragraph (b) of this subsection is the beneficial owner.
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(3)
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Without limiting subsection (2), a person who wishes
to have dissent exercised with respect to shares of which the person is the beneficial owner must
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(a)
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dissent with respect to all of the shares, if any, of
which the person is both the registered owner and the beneficial owner, and
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(b)
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cause each shareholder who is a registered owner of
any other shares of which the person is the beneficial owner to dissent with respect to all of those shares.
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Waiver
of right to dissent
239
(1) A shareholder may not waive generally a right to dissent but may, in writing, waive the right to dissent with respect
to a particular corporate action.
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(2)
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A shareholder wishing to waive a right of dissent with
respect to a particular corporate action must
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(a)
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provide to the company a separate waiver for
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(i)
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the shareholder, if the shareholder is providing a waiver
on the shareholder’s own behalf, and
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(ii)
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each other person who beneficially owns shares registered
in the shareholder’s name and on whose behalf the shareholder is providing a waiver, and
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(b)
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identify in each waiver the person on whose behalf the
waiver is made.
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(3)
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If a shareholder waives a right of dissent with respect
to a particular corporate action and indicates in the waiver that the right to dissent is being waived on the shareholder’s
own behalf, the shareholder’s right to dissent with respect to the particular corporate action terminates in respect of
the shares of which the shareholder is both the registered owner and the beneficial owner, and this Division ceases to apply to
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(a)
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the shareholder in respect of the shares of which the
shareholder is both the registered owner and the beneficial owner, and
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(b)
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any other shareholders, who are registered owners of
shares beneficially owned by the first mentioned shareholder, in respect of the shares that are beneficially owned by the first
mentioned shareholder.
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(4)
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If a shareholder waives a right of dissent with respect
to a particular corporate action and indicates in the waiver that the right to dissent is being waived on behalf of a specified
person who beneficially owns shares registered in the name of the shareholder, the right of shareholders who are registered owners
of shares beneficially owned by that specified person to dissent on behalf of that specified person with respect to the particular
corporate action terminates and this Division ceases to apply to those shareholders in respect of the shares that are beneficially
owned by that specified person.
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Notice
of resolution
240
(1) If a resolution in respect of which a shareholder is entitled to dissent is to be considered at a meeting of shareholders,
the company must, at least the prescribed number of days before the date of the proposed meeting, send to each of its shareholders,
whether or not their shares carry the right to vote,
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(a)
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a copy of the proposed resolution, and
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(b)
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a
notice of the meeting that specifies the date of the meeting, and contains a statement
advising of the right to send a notice of dissent.
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(2)
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If a resolution in respect of which a shareholder is
entitled to dissent is to be passed as a consent resolution of shareholders or as a resolution of directors and the earliest date
on which that resolution can be passed is specified in the resolution or in the statement referred to in paragraph (b), the company
may, at least 21 days before that specified date, send to each of its shareholders, whether or not their shares carry the right
to vote,
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(a)
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a copy of the proposed resolution, and
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(b)
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a statement advising of the right to send a notice of
dissent.
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(3)
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If a resolution in respect of which a shareholder is
entitled to dissent was or is to be passed as a resolution of shareholders without the company complying with subsection (1) or
(2), or was or is to be passed as a directors’ resolution without the company complying with subsection (2), the company
must, before or within 14 days after the passing of the resolution, send to each of its shareholders who has not, on behalf of
every person who beneficially owns shares registered in the name of the shareholder, consented to the resolution or voted in favour
of the resolution, whether or not their shares carry the right to vote,
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(a)
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a copy of the resolution,
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(b)
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a statement advising of the right to send a notice of
dissent, and
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(c)
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if the resolution has passed, notification of that fact
and the date on which it was passed.
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(4)
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Nothing in subsection (1), (2) or (3) gives a shareholder
a right to vote in a meeting at which, or on a resolution on which, the shareholder would not otherwise be entitled to vote.
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Notice
of court orders
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241
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If a court order provides for a right of dissent, the
company must, not later than 14 days after the date on which the company receives a copy of the entered order, send to each shareholder
who is entitled to exercise that right of dissent
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(a)
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a
copy of the entered order, and
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(b)
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a statement advising of the right to send a notice of
dissent.
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Notice
of dissent
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242
(1)
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A shareholder intending to dissent in respect of a resolution
referred to in section 238(1)(a), (b), (c), (d), (e) or (f) must,
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(a)
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if the company has complied with section 240(1) or (2),
send written notice of dissent to the company at least 2 days before the date on which the resolution is to be passed or can be
passed, as the case may be,
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(b)
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if the company has complied with section 240(3), send
written notice of dissent to the company not more than 14 days after receiving the records referred to in that section, or
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(c)
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if the company has not complied with section 240(1),
(2) or (3), send written notice of dissent to the company not more than 14 days after the later of
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(i)
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the date on which the shareholder learns that the resolution
was passed, and
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(ii)
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the date on which the shareholder learns that the shareholder
is entitled to dissent.
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(2)
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A shareholder intending to dissent in respect of a resolution
referred to in section 238(1)(g) must send written notice of dissent to the company
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(a)
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on or before the date specified by the resolution or
in the statement referred to in section 240(2) (b) or (3)(b) as the last date by which notice of dissent must be sent, or
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(b)
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if the resolution or statement does not specify a date,
in accordance with subsection (1) of this section.
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(3)
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A shareholder intending to dissent under section 238
(1) (h) in respect of a court order that permits dissent must send written notice of dissent to the company
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(a)
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within the number of days, specified by the court order,
after the shareholder receives the records referred to in section 241, or
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(b)
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if the court order does not specify the number of days
referred to in paragraph (a) of this subsection, within 14 days after the shareholder receives the records referred to in section
241.
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(4)
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A notice of dissent sent under this section must set
out the number, and the class and series, if applicable, of the notice shares, and must set out whichever of the following is
applicable:
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(a)
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if the notice shares constitute all of the shares of
which the shareholder is both the registered owner and beneficial owner and the shareholder owns no other shares of the company
as beneficial owner, a statement to that effect;
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(b)
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if the notice shares constitute all of the shares of
which the shareholder is both the registered owner and beneficial owner but the shareholder owns other shares of the company as
beneficial owner, a statement to that effect and
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(i)
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the names of the registered owners of those other shares,
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(ii)
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the number, and the class and series, if applicable,
of those other shares that are held by each of those registered owners, and
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(iii)
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a statement that notices of dissent are being, or have
been, sent in respect of all of those other shares;
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(c)
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if dissent is being exercised by the shareholder on
behalf of a beneficial owner who is not the dissenting shareholder, a statement to that effect and
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(i)
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the name and address of the beneficial owner, and
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(ii)
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a statement that the shareholder is dissenting in relation
to all of the shares beneficially owned by the beneficial owner that are registered in the shareholder’s name.
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(5)
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The right of a shareholder to dissent on behalf of a
beneficial owner of shares, including the shareholder, terminates and this Division ceases to apply to the shareholder in respect
of that beneficial owner if subsections (1) to (4) of this section, as those subsections pertain to that beneficial owner, are
not complied with.
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Notice
of intention to proceed
243
(1) A company that receives a notice of dissent under section 242 from a dissenter must,
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(a)
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if the company intends to act on the authority of the
resolution or court order in respect of which the notice of dissent was sent, send a notice to the dissenter promptly after the
later of
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(i)
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the date on which the company forms the intention to
proceed, and
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(ii)
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the date on which the notice of dissent was received,
or
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(b)
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if the company has acted on the authority of that resolution
or court order, promptly send a notice to the dissenter.
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(2)
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A notice sent under subsection (1)(a) or (b) of this
section must
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(a)
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be dated not earlier than the date on which the notice
is sent,
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(b)
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state that the company intends to act, or has acted,
as the case may be, on the authority of the resolution or court order, and
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(c)
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advise the dissenter of the manner in which dissent
is to be completed under section 244.
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Completion
of dissent
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244
(1)
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A dissenter who receives a notice under section 243
must, if the dissenter wishes to proceed with the dissent, send to the company or its transfer agent for the notice shares, within
one month after the date of the notice,
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(a)
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a written statement that the dissenter requires the
company to purchase all of the notice shares,
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(b)
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the certificates, if any, representing the notice shares,
and
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(c)
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if section 242 (4) (c) applies, a written statement
that complies with subsection (2) of this section.
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(2)
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The written statement referred to in subsection (1)
(c) must
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(a)
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be signed by the beneficial owner on whose behalf dissent
is being exercised, and
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(b)
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set out whether or not the beneficial owner is the beneficial
owner of other shares of the company and, if so, set out
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(i)
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the names of the registered owners of those other shares,
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(ii)
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the number, and the class and series, if applicable,
of those other shares that are held by each of those registered owners, and
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(iii)
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that dissent is being exercised in respect of all of
those other shares.
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(3)
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After the dissenter has complied with subsection (1),
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(a)
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the dissenter is deemed to have sold to the company
the notice shares, and
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(b)
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the company is deemed to have purchased those shares,
and must comply with section 245, whether or not it is authorized to do so by, and despite any restriction in, its memorandum
or articles.
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(4)
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Unless the court orders otherwise, if the dissenter
fails to comply with subsection (1) of this section in relation to notice shares, the right of the dissenter to dissent with respect
to those notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to
those notice shares.
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(5)
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Unless the court orders otherwise, if a person on whose
behalf dissent is being exercised in relation to a particular corporate action fails to ensure that every shareholder who is a
registered owner of any of the shares beneficially owned by that person complies with subsection (1) of this section, the right
of shareholders who are registered owners of shares beneficially owned by that person to dissent on behalf of that person with
respect to that corporate action terminates and this Division, other than section 247, ceases to apply to those shareholders in
respect of the shares that are beneficially owned by that person.
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(6)
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A dissenter who has complied with subsection (1) of
this section may not vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, other than under
this Division.
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Payment
for notice shares
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245
(1)
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A company and a dissenter who has complied with section
244(1) may agree on the amount of the payout value of the notice shares and, in that event, the company must
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(a)
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promptly pay that amount to the dissenter, or
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(b)
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if subsection (5) of this section applies, promptly
send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.
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(2)
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A dissenter who has not entered into an agreement with
the company under subsection (1) or the company may apply to the court and the court may
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(a)
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determine the payout value of the notice shares of those
dissenters who have not entered into an agreement with the company under subsection (1), or order that the payout value of those
notice shares be established by arbitration or by reference to the registrar, or a referee, of the court,
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(b)
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join in the application each dissenter, other than a
dissenter who has entered into an agreement with the company under subsection (1), who has complied with section 244 (1), and
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(c)
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make consequential orders and give directions it considers
appropriate.
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(3)
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Promptly after a determination of the payout value for
notice shares has been made under subsection (2) (a) of this section, the company must
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(a)
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pay to each dissenter who has complied with section
244 (1) in relation to those notice shares, other than a dissenter who has entered into an agreement with the company under subsection
(1) of this section, the payout value applicable to that dissenter’s notice shares, or
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(b)
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if
subsection (5) applies, promptly send a notice to the dissenter that the company is unable
lawfully to pay dissenters for their shares.
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(4)
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If a dissenter receives a notice under subsection (1)
(b) or (3) (b),
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(a)
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the dissenter may, within 30 days after receipt, withdraw
the dissenter’s notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other
than section 247, ceases to apply to the dissenter with respect to the notice shares, or
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(b)
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if the dissenter does not withdraw the notice of dissent
in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid
as soon as the company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of
the company but in priority to its shareholders.
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(5)
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A company must not make a payment to a dissenter under
this section if there are reasonable grounds for believing that
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(a)
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the company is insolvent, or
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(b)
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the payment would render the company insolvent.
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Loss
of right to dissent
|
246
|
The right of a dissenter to dissent with respect to
notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice
shares, if, before payment is made to the dissenter of the full amount of money to which the dissenter is entitled under section
245 in relation to those notice shares, any of the following events occur:
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(a)
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the corporate action approved or authorized, or to be
approved or authorized, by the resolution or court order in respect of which the notice of dissent was sent is abandoned;
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(b)
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the resolution in respect of which the notice of dissent
was sent does not pass;
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(c)
|
the resolution in respect of which the notice of dissent
was sent is revoked before the corporate action approved or authorized by that resolution is taken;
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(d)
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the notice of dissent was sent in respect of a resolution
adopting an amalgamation agreement and the amalgamation is abandoned or, by the terms of the agreement, will not proceed;
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(e)
|
the arrangement in respect of which the notice of dissent
was sent is abandoned or by its terms will not proceed;
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(f)
|
a court permanently enjoins or sets aside the corporate
action approved or authorized by the resolution or court order in respect of which the notice of dissent was sent;
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(g)
|
with respect to the notice shares, the dissenter consents
to, or votes in favour of, the resolution in respect of which the notice of dissent was sent;
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(h)
|
the notice of dissent is withdrawn with the written
consent of the company;
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(i)
|
the court determines that the dissenter is not entitled
to dissent under this Division or that the dissenter is not entitled to dissent with respect to the notice shares under this Division.
|
Shareholders
entitled to return of shares and rights
|
247
|
If, under section 244(4) or (5), 245(4)(a) or 246, this
Division, other than this section, ceases to apply to a dissenter with respect to notice shares,
|
|
|
(a)
|
the company must return to the dissenter each of the
applicable share certificates, if any, sent under section 244(1)(b) or, if those share certificates are unavailable, replacements
for those share certificates,
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(b)
|
the dissenter regains any ability lost under section
244(6) to vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, and
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|
(c)
|
the dissenter must return any money that the company
paid to the dissenter in respect of the notice shares under, or in purported compliance with, this Division.
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D-11