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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:

  1. 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 Jenex’s 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;

  2. 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;

  3. 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;

  4. to set the number of directors to be elected at the Meeting at five (5);

  5. to elect directors;

  6. to appoint the auditors and to authorize the directors to fix their remuneration as such; and

  7. 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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