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THE JENEX CORPORATIONNOTICE OF SPECIAL AND ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that a Special and Annual Meeting
(the "Meeting") of the holders of common shares
(the "Jenex Shareholders") of THE JENEX CORPORATION
("Jenex") will be held at the Westin Hotel, Banff
Room, 4 th Avenue 3 rd Street SW, Calgary, Alberta
on December 10, 2001, at 3:00 p.m. (Calgary time) for the
following purposes:
- to consider and, if thought fit, approve, with or without
variation, a special resolution, the full text of which
is set forth in Schedule "D" to the accompanying
Information Circular and proxy statement dated November
7, 2001 approving the Amalgamation of Jenex and Thermolabile
Technologies Corporation Inc. under the provisions of the
Business Corporations Act (Alberta), all as more particularly
described in the Information Circular, The proposed transaction,
if completed, will constitute Jenexs Qualifying Transaction
under Alberta Securities Commission Rule 46-501 and Canadian
Venture Exchange Policy 2.4. The Qualifying Transaction
must also< be approved by at least 50% plus one (1) vote
of the votes cast by Jenex Shareholders excluding Jenex
Related Parties and Related Parties to the Qualifying Transaction;
- to consider, and, if thought appropriate approve with
or without variation, the ordinary resolution to approve the Amalco Stock Option Plan as more particularly
set forth in the Information Circular sent to Jenex Shareholders for the purposes of this Meeting;
- to receive and consider the financial statements of the
Corporation from the period of Incorporation to June 30, 2001, the auditors' report thereon
and the report of the board of directors;
- to set the number of directors to be elected at the Meeting
at five (5);
- to elect directors;
- to appoint the auditors and to authorize the directors
to fix their remuneration as such; and
- to transact such further and other business as may properly
be brought before the Meeting or any adjournment thereof.
Specific details of the matters proposed to be put before
the Meeting are set forth in the Information Circular, which Information Circular forms a part of this
Notice.
Each person who is a Jenex Shareholder of record at the close
of business on October 22, 2001 (the "Record Date"),
will be entitled to notice of, and to attend and vote at,
the Meeting provided that, to the extent a holder of common
shares of Jenex as of the Record Date transfers the ownership
of any of such shareholder's shares after such date and the
transferee of those shares establishes that the transferee
owns the shares and demands, not later than ten days before
the Meeting, to be included in the list of common shareholders
eligible to vote at the Meeting, such transferee will be entitled
to vote those shares at the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Calgary, Alberta
November 7, 2001
Michael A. Jenkins
President
IMPORTANT
Shareholders who are unable to attend the Meeting in person
are requested to complete and sign the
enclosed form of proxy and forward it in the enclosed envelope
so as to reach or be deposited withComputershareTrust Company
of Canada, 600, 530 - 8th Avenue S.W., Calgary, Alberta T2P
3S8, not later
than 3:00 p.m. (Calgary time) on December 8, 2001.
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