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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/07/21 4Front Ventures Corp. 10-K 12/31/20 148:31M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.57M
2: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 659K
3: EX-10.13 Material Contract HTML 69K
4: EX-10.14 Material Contract HTML 67K
5: EX-10.15 Material Contract HTML 75K
6: EX-10.16 Material Contract HTML 77K
7: EX-10.17 Material Contract HTML 195K
8: EX-10.18 Material Contract HTML 193K
9: EX-10.19 Material Contract HTML 88K
10: EX-10.20 Material Contract HTML 86K
11: EX-10.21 Material Contract HTML 784K
12: EX-10.22 Material Contract HTML 1.60M
13: EX-10.23 Material Contract HTML 178K
14: EX-10.24 Material Contract HTML 912K
15: EX-21.1 Subsidiaries List HTML 60K
16: EX-31.1 Certification -- §302 - SOA'02 HTML 43K
17: EX-31.2 Certification -- §302 - SOA'02 HTML 43K
18: EX-32.1 Certification -- §906 - SOA'02 HTML 41K
25: R1 Document and Entity Information HTML 107K
26: R2 Consolidated Balance Sheets HTML 153K
27: R3 Consolidated Statements of Operations and HTML 149K
Comprehensive Loss
28: R4 Consolidated Statements of Changes in Shareholders HTML 188K
Equity
29: R5 Consolidated Statements of Cash Flows HTML 158K
30: R6 Nature of Operations HTML 44K
31: R7 Significant Accounting Policies HTML 225K
32: R8 Capital Management HTML 42K
33: R9 Cash and Restricted Cash HTML 42K
34: R10 Deposits HTML 58K
35: R11 Inventory HTML 66K
36: R12 Notes Receivable HTML 73K
37: R13 Investments HTML 61K
38: R14 Property and Equipment HTML 76K
39: R15 Intangible Assets and Goodwill HTML 167K
40: R16 Acquisitions and Business Combinations HTML 185K
41: R17 Leases HTML 194K
42: R18 Notes Payable and Convertible Notes HTML 372K
43: R19 General and Administrative Expenses HTML 58K
44: R20 Share Capital and Equity HTML 64K
45: R21 Warrants HTML 106K
46: R22 Non-Controlling Interests HTML 216K
47: R23 Share-Based Compensation HTML 223K
48: R24 Related Parties HTML 48K
49: R25 Contingencies HTML 102K
50: R26 Financial Instruments and Financial Risk HTML 98K
Management
51: R27 Segment Information HTML 109K
52: R28 Supplementary Cash Flow Information HTML 77K
53: R29 Income Taxes HTML 204K
54: R30 Disposals and Discontinued Operations HTML 118K
55: R31 Subsequent Events HTML 44K
56: R32 Significant Accounting Policies (Policies) HTML 281K
57: R33 Significant Accounting Policies (Tables) HTML 149K
58: R34 Deposits (Tables) HTML 57K
59: R35 Inventory (Tables) HTML 66K
60: R36 Notes Receivable (Tables) HTML 72K
61: R37 Investments (Tables) HTML 59K
62: R38 Property and Equipment (Tables) HTML 73K
63: R39 Intangible Assets and Goodwill (Tables) HTML 156K
64: R40 Acquisitions and Business Combinations (Tables) HTML 184K
65: R41 Leases (Tables) HTML 194K
66: R42 Notes Payable and Convertible Notes (Tables) HTML 368K
67: R43 General and Administrative Expenses (Tables) HTML 57K
68: R44 Share Capital and Equity (Tables) HTML 60K
69: R45 Warrants (Tables) HTML 108K
70: R46 Non-Controlling Interests (Tables) HTML 214K
71: R47 Share-Based Compensation (Tables) HTML 226K
72: R48 Contingencies (Tables) HTML 93K
73: R49 Financial Instruments and Financial Risk HTML 80K
Management (Tables)
74: R50 Segment Information (Tables) HTML 101K
75: R51 Supplementary Cash Flow Information (Tables) HTML 74K
76: R52 Income Taxes (Tables) HTML 208K
77: R53 Disposals and Discontinued Operations (Tables) HTML 117K
78: R54 Nature of Operations - Additional Information HTML 45K
(Details)
79: R55 Significant Accounting Policies - Schedule of HTML 110K
Wholly Owned Subsidiaries Included in Consolidated
Financial Statements (Details)
80: R56 Significant Accounting Policies - Summary of HTML 59K
Property and Equipment Estimated Useful Lives
(Details)
81: R57 Significant Accounting Policies - Summary of HTML 53K
Estimated Amortization Periods of Intangible
Assets with Finite Lives At Acquisition Date
(Details)
82: R58 Significant Accounting Policies - Additional HTML 77K
Information (Details)
83: R59 Capital Management - Additional Information HTML 43K
(Details)
84: R60 Cash and Restricted Cash - Additional Information HTML 41K
(Details)
85: R61 Deposits - Summary of Long-term Deposits (Details) HTML 46K
86: R62 Inventory - Summary of Inventories (Details) HTML 56K
87: R63 Inventory - Additional Information (Details) HTML 40K
88: R64 Notes Receivable - Summary of Notes Receivable HTML 55K
(Detail)
89: R65 Notes Receivable, - Additional Information HTML 58K
(Details)
90: R66 Investments - Schedule of Investments of Equity HTML 48K
(Details)
91: R67 Investments - Additional Information (Details) HTML 43K
92: R68 Property and Equipment - Summary of Property and HTML 58K
Equipment and Related Depreciation (Details)
93: R69 Property and Equipment - Additional Information HTML 52K
(Details)
94: R70 Intangible Assets and Goodwill - Summary of HTML 74K
Intangible Assets (Details)
95: R71 Intangible Assets and Goodwill - Summary of HTML 58K
Goodwill (Details)
96: R72 Intangible Assets and Goodwill - Additional HTML 72K
Information (Details)
97: R73 Acquisitions and Business Combinations - HTML 91K
Additional Information (Details)
98: R74 Acquisitions and Business Combinations - Summary HTML 133K
of Purchase Price Allocation (Details)
99: R75 Acquisitions and Business Combinations - Summary HTML 80K
of Purchase Price Allocation (Parenthetical)
(Details)
100: R76 Acquisitions and Business Combinations - Schedule HTML 51K
of Measurement of Fair Value of the Warrants
Issued (Details)
101: R77 Leases - Additional Information (Details) HTML 57K
102: R78 Leases - Other Information Related To Operating HTML 43K
Leases (Details)
103: R79 Leases - Summary of Company's Operating Leases HTML 49K
(Details)
104: R80 Leases - Summary of Maturities Lease Liabilities HTML 54K
For Third-Party Operating Leases (Details)
105: R81 Leases - Summary of Future Minimum Rental HTML 56K
Commitments Under Non-Cancelable Operating Leases
(Details)
106: R82 Leases - Summary of Changes in Lease Receivables HTML 53K
(Details)
107: R83 Leases - Summary of Future Minimum Lease Payments HTML 68K
(Principal and Interest) on Leases (Lessor)
(Details)
108: R84 Notes Payable and Convertible Notes - Summary of HTML 90K
Notes Payable and Convertible Notes (Details)
109: R85 Notes Payable and Convertible Notes - Summary of HTML 59K
Classification of Notes Payable and Convertible
Notes (Details)
110: R86 Notes Payable and Convertible Notes - Additional HTML 158K
Information (Details)
111: R87 Notes Payable and Convertible Notes - Summary of HTML 64K
Convertible Debt (Details)
112: R88 Notes Payable and Convertible Notes - Summary of HTML 65K
Convertible Debt (Parenthetical) (Details)
113: R89 Notes Payable and Convertible Notes - Summary of HTML 60K
Future Minimum Payments of Notes and Convertible
Notes (Details)
114: R90 General and Administrative Expenses - Schedule of HTML 47K
General and Administrative expenses (Details)
115: R91 Share Capital and Equity - Additional Information HTML 104K
(Details)
116: R92 Share Capital and Equity - Summary of Share HTML 48K
Capital and Equity (Details)
117: R93 Warrants - Additional Information (Details) HTML 40K
118: R94 Warrants - Summary of Warrants Outstanding to HTML 57K
Purchase Shares (Details)
119: R95 Warrants - Summary of Warrants Outstanding And HTML 72K
Exercisable (Details)
120: R96 Non-Controlling Interests - Summary of HTML 96K
Non-Controlling Interests in Each Affiliate Before
Intercompany Elimination (Details)
121: R97 Share-Based Compensation - Additional Information HTML 55K
(Details)
122: R98 Share-Based Compensation - Summary of Options HTML 108K
Outstanding and Exercisable on an As-Converted
Basis (Details)
123: R99 Share-Based Compensation - Summary of Stock Option HTML 56K
Activity (Details)
124: R100 Share-Based Compensation - Summary of Stock HTML 49K
Options Values using Black-Scholes Model with Key
Assumptions (Details)
125: R101 Related Parties - Additional Information (Details) HTML 88K
126: R102 Contingencies - Summary of Fair Value of HTML 63K
Contingent Consideration (Details)
127: R103 Contingencies - Additional Information (Details) HTML 84K
128: R104 Financial Instruments and Financial Risk HTML 60K
Management - Additional information (Details)
129: R105 Financial Instruments and Financial Risk HTML 55K
Management - Schedule of Gross Contractual
Obligations (Details)
130: R106 Segment Information - Additional Information HTML 51K
(Details)
131: R107 Segment Information - Summary of Revenues By Type HTML 60K
(Details)
132: R108 Supplementary Cash Flow Information - Summary of HTML 56K
Changes in Non-Cash Working Capital (Details)
133: R109 Supplementary Cash Flow Information - Additional HTML 44K
Information (Details)
134: R110 Income Taxes - Additional Information (Details) HTML 44K
135: R111 Income Taxes - Summary of Income Tax Expense HTML 53K
(Details)
136: R112 Income Taxes - Summary of Reconciliation of Income HTML 71K
Taxes at Statutory Rates (Details)
137: R113 Income Taxes - Components of Deferred Tax Assets HTML 64K
and Liabilities (Details)
138: R114 Income Taxes - Summary of Movement in Net Deferred HTML 44K
Tax Liabilities (Details)
139: R115 Income Taxes - Summary of Deferred Tax Assets Not HTML 45K
Recognized in Respect of Deductible Temporary
Differences (Details)
140: R116 Income Taxes - Summary of US Net Operating Losses HTML 43K
Expire (Details)
141: R117 Income Taxes - Summary of US Net Operating Losses HTML 43K
Expire (Parenthetical) (Details)
142: R118 Disposals and Discontinued Operations - Additional HTML 80K
Information (Details)
143: R119 Disposals and Discontinued Operations - Summary of HTML 78K
Net Income or Loss from Discontinued Operations
(Details)
144: R120 Disposals and Discontinued Operations - Summary of HTML 49K
Cash Flows Generated by Discontinued Operations
(Details)
145: R121 Subsequent Events - Additional Information HTML 51K
(Details)
147: XML IDEA XML File -- Filing Summary XML 265K
146: EXCEL IDEA Workbook of Financial Reports XLSX 175K
19: EX-101.INS XBRL Instance -- ffntf-20201231 XML 5.91M
21: EX-101.CAL XBRL Calculations -- ffntf-20201231_cal XML 369K
22: EX-101.DEF XBRL Definitions -- ffntf-20201231_def XML 1.31M
23: EX-101.LAB XBRL Labels -- ffntf-20201231_lab XML 2.48M
24: EX-101.PRE XBRL Presentations -- ffntf-20201231_pre XML 1.88M
20: EX-101.SCH XBRL Schema -- ffntf-20201231 XSD 437K
148: ZIP XBRL Zipped Folder -- 0001564590-21-017873-xbrl Zip 326K
This Notice of Articles was issued by the Registrar on: December 31, 2020 10:20 AM Pacific Time
Incorporation Number:
BC1218230
Recognition Date and Time: July 31, 2019 03:23 PM Pacific Time as a result of an Amalgamation
Page: 1 of 3
DIRECTOR INFORMATION
Last Name, First Name, Middle Name:
ROSEN, JOSHUA
Mailing Address:
7344 EAST CHOLLA LANE SCOTTSDALE AZ 85250 UNITED STATES
Page: 2 of 3
RESOLUTION DATES:
Date(s) of Resolution(s) or Court Order(s) attaching or altering Special Rights and Restrictions attached to a class or a series of shares:
AUTHORIZED SHARE STRUCTURE
|
|
1. |
No MaximumCLASS A SUBORDINATE VOTING SharesWithout Par Value |
With Special Rights or Restrictions attached
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
|
|
2. |
No MaximumCLASS C MULTIPLE VOTING SharesWithout Par Value |
With Special Rights or Restrictions attached
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Page: 3 of 3
Incorporation NumberBC1218230
Translation of Name (if any)
Adopted at shareholders’ annual general and special meeting held on December 21, 2020 and a Notice of Alteration filed with the BC Registries on
PROVINCE OF BRITISH COLUMBIA
BUSINESS CORPORATIONS ACT
AMENDED AND RESTATED ARTICLES OF
4FRONT VENTURES CORP.
Fasken Martineau DuMoulin LLP Barristers & Solicitors
Canada
TABLE OF CONTENTS
|
PART 1 INTERPRETATION |
1 |
|
|
1.1 |
Definitions |
1 |
|
1.2 |
Business Corporations Act Definitions Apply |
1 |
|
1.3 |
Interpretation Act Applies |
1 |
|
1.4 |
Conflict in Definitions |
1 |
|
1.5 |
Conflict Between Articles and Legislation |
2 |
|
|
|
|
|
PART 2 SHARES AND SHARE CERTIFICATES |
2 |
|
|
2.1 |
Authorized Share Structure |
2 |
|
2.2 |
Form of Share Certificate |
2 |
|
2.3 |
Right to Share Certificate or Acknowledgement |
2 |
|
2.4 |
Sending of Share Certificate |
2 |
|
2.5 |
Replacement of Worn Out or Defaced Certificate |
2 |
|
2.6 |
Replacement of Lost, Stolen or Destroyed Certificate |
2 |
|
2.7 |
Splitting Share Certificates |
3 |
|
2.8 |
Certificate Fee |
3 |
|
2.9 |
Recognition of Trusts |
3 |
|
|
|
|
|
PART 3 ISSUE OF SHARES |
3 |
|
|
3.1 |
Directors Authorized to Issue Shares |
3 |
|
3.2 |
Commissions and Discounts |
3 |
|
3.3 |
Brokerage |
3 |
|
3.4 |
Conditions of Issue |
3 |
|
3.5 |
Warrants, Options and Rights |
4 |
|
3.6 |
Fractional Shares |
4 |
|
|
|
|
|
PART 4 SHARE REGISTERS |
4 |
|
|
4.1 |
Central Securities Register |
4 |
|
4.2 |
Branch Registers |
4 |
|
4.3 |
Appointment of Agents |
4 |
|
4.4 |
Closing Register |
4 |
|
|
|
|
|
PART 5 SHARE TRANSFERS |
4 |
|
|
5.1 |
Recording or Registering Transfer |
4 |
|
5.2 |
Form of Instrument of Transfer |
5 |
|
5.3 |
Transferor Remains Shareholder |
5 |
|
5.4 |
Signing of Instrument of Transfer |
5 |
|
5.5 |
Enquiry as to Title Not Required |
5 |
|
5.6 |
Transfer Fee |
5 |
|
|
|
|
|
PART 6 TRANSMISSION OF SHARES |
5 |
|
|
6.1 |
Legal Personal Representative Recognized on Death |
5 |
|
6.2 |
Rights of Legal Personal Representative |
6 |
|
|
|
|
|
PART 7 PURCHASE OF SHARES |
6 |
|
|
7.1 |
Company Authorized to Purchase Shares |
6 |
|
7.2 |
Purchase When Insolvent |
6 |
|
7.3 |
Sale and Voting of Purchased Shares |
6 |
|
|
|
|
|
PART 8 BORROWING POWERS |
6 |
|
|
8.1 |
Powers of Directors |
6 |
|
8.2 |
Terms of Debt Instruments |
7 |
|
8.3 |
Delegation by Directors |
7 |
|
|
|
|
|
PART 9 ALTERATIONS |
7 |
|
|
9.1 |
Alteration of Authorized Share Structure |
7 |
|
9.2 |
Special Rights and Restrictions |
7 |
|
9.3 |
Company Alterations |
8 |
|
|
|
|
|
PART 10 MEETINGS OF SHAREHOLDERS |
8 |
|
|
10.1 |
Annual General Meetings |
8 |
|
10.2 |
Resolution Instead of Annual General Meeting |
8 |
|
10.3 |
Calling of Shareholder Meetings |
8 |
|
10.4 |
Location of Shareholder Meetings |
8 |
|
10.5 |
Notice for Meetings of Shareholders |
8 |
|
10.6 |
Record Date for Notice |
8 |
|
10.7 |
Record Date for Voting |
9 |
|
10.8 |
Failure to Give Notice and Waiver of Notice |
9 |
|
10.9 |
Notice of Special Business at Meetings of Shareholders |
9 |
|
|
|
|
|
PART 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS |
9 |
|
|
11.1 |
Special Business |
9 |
|
11.2 |
Special Majority |
10 |
|
11.3 |
Quorum |
10 |
|
11.4 |
One Shareholder May Constitute Quorum |
10 |
|
11.5 |
Meetings by Telephone or Other Communications Medium |
10 |
|
11.6 |
Other Persons May Attend |
10 |
|
11.7 |
Requirement of Quorum |
11 |
|
11.8 |
Lack of Quorum |
11 |
|
11.9 |
Lack of Quorum at Succeeding Meeting |
11 |
|
11.10 |
Chair |
11 |
|
11.11 |
Selection of Alternate Chair |
11 |
|
11.12 |
Adjournments |
11 |
|
11.13 |
Notice of Adjourned Meeting |
11 |
|
11.14 |
Decisions by Show of Hands or Poll |
12 |
|
11.15 |
Declaration of Result |
12 |
|
11.16 |
Motion Need Not Be Seconded |
12 |
|
11.17 |
Casting Vote |
12 |
|
11.18 |
Manner of Taking a Poll |
12 |
|
11.19 |
Demand for a Poll on Adjournment |
12 |
|
11.20 |
Chair Must Resolve Dispute |
12 |
|
11.21 |
Casting of Votes |
12 |
|
11.22 |
Demand for Poll |
13 |
|
11.23 |
Demand for a Poll Not to Prevent Continuation of Meeting |
13 |
|
11.24 |
Retention of Ballots and Proxies |
13 |
|
|
|
|
|
PART 12 VOTES OF SHAREHOLDERS |
13 |
|
|
12.1 |
Number of Votes by Shareholder or by Shares |
13 |
|
12.2 |
Votes of Persons in Representative Capacity |
13 |
|
12.3 |
Votes by Joint Shareholders |
13 |
|
12.4 |
Legal Personal Representatives as Joint Shareholders |
13 |
|
12.5 |
Representative of a Corporate Shareholder |
14 |
|
12.6 |
Proxy Provisions Do Not Apply to All Companies |
14 |
|
12.7 |
Appointment of Proxy Holder |
14 |
|
12.8 |
Alternate Proxy Holders |
14 |
|
12.9 |
When Proxy Holder Need Not Be Shareholder |
14 |
|
12.10 |
Deposit of Proxy |
15 |
|
12.11 |
Validity of Proxy Vote |
15 |
|
12.12 |
Form of Proxy |
15 |
|
12.13 |
Revocation of Proxy |
16 |
|
12.14 |
Revocation of Proxy Must Be Signed |
16 |
|
12.15 |
Production of Evidence of Authority to Vote |
16 |
|
|
|
|
|
PART 13 DIRECTORS |
16 |
|
|
13.1 |
Number of Directors |
16 |
|
13.2 |
Change in Number of Directors |
16 |
|
13.3 |
Directors’ Acts Valid Despite Vacancy |
17 |
|
13.4 |
Qualifications of Directors |
17 |
|
13.5 |
Remuneration of Directors |
17 |
|
13.6 |
Reimbursement of Expenses of Directors |
17 |
|
13.7 |
Special Remuneration for Directors |
17 |
|
13.8 |
Gratuity, Pension or Allowance on Retirement of Director |
17 |
|
|
|
|
|
PART 14 ELECTION AND REMOVAL OF DIRECTORS |
17 |
|
|
14.1 |
Election at Annual General Meeting |
17 |
|
14.2 |
Consent to be a Director |
17 |
|
14.3 |
Failure to Elect or Appoint Directors |
18 |
|
14.4 |
Places of Retiring Directors Not Filled |
18 |
|
14.5 |
Directors May Fill Casual Vacancies |
18 |
|
14.6 |
Remaining Directors Power to Act |
18 |
|
14.7 |
Shareholders May Fill Vacancies |
18 |
|
14.8 |
Additional Directors |
19 |
|
14.9 |
Ceasing to be a Director |
19 |
|
14.10 |
Removal of Director by Shareholders |
19 |
|
14.11 |
Removal of Director by Directors |
19 |
|
|
|
|
|
PART 15 POWERS AND DUTIES OF DIRECTORS |
19 |
|
|
15.1 |
Powers of Management |
19 |
|
15.2 |
Appointment of Attorney of Company |
19 |
|
|
|
|
|
PART 16 DISCLOSURE OF INTEREST OF DIRECTORS |
20 |
|
|
16.1 |
Obligation to Account for Profits |
20 |
|
16.2 |
Restrictions on Voting by Reason of Interest |
20 |
|
16.3 |
Interested Director Counted in Quorum |
20 |
|
16.4 |
Disclosure of Conflict of Interest or Property |
20 |
|
16.5 |
Director Holding Other Office in the Company |
20 |
|
16.6 |
No Disqualification |
20 |
|
16.7 |
Professional Services by Director or Officer |
20 |
|
16.8 |
Director or Officer in Other Corporations |
21 |
|
|
|
|
|
PART 17 PROCEEDINGS OF DIRECTORS |
21 |
|
|
17.1 |
Meetings of Directors |
21 |
|
17.2 |
Voting at Meetings |
21 |
|
17.3 |
Chair of Meetings |
21 |
|
17.4 |
Meetings by Telephone or Other Communications Medium |
21 |
|
17.5 |
Calling of Meetings |
21 |
|
17.6 |
Notice of Meetings |
22 |
|
17.7 |
When Notice Not Required |
22 |
|
17.8 |
Meeting Valid Despite Failure to Give Notice |
22 |
|
17.9 |
Waiver of Notice of Meetings |
22 |
|
17.10 |
Quorum |
22 |
|
17.11 |
Validity of Acts Where Appointment Defective |
22 |
|
17.12 |
Consent Resolutions in Writing |
22 |
|
|
|
|
|
PART 18 EXECUTIVE AND OTHER COMMITTEES |
23 |
|
|
18.1 |
Appointment and Powers of Executive Committee |
23 |
|
18.2 |
Appointment and Powers of Other Committees |
23 |
|
18.3 |
Obligations of Committee |
23 |
|
18.4 |
Powers of Board |
23 |
|
18.5 |
Committee Meetings |
24 |
|
|
|
|
|
PART 19 OFFICERS |
24 |
|
|
19.1 |
Appointment of Officers |
24 |
|
19.2 |
Functions, Duties and Powers of Officers |
24 |
|
19.3 |
Qualifications |
24 |
|
19.4 |
Remuneration |
24 |
|
|
|
|
|
PART 20 INDEMNIFICATION |
25 |
|
|
20.1 |
Definitions |
25 |
|
20.2 |
Mandatory Indemnification of Directors and Former Directors |
25 |
|
20.3 |
Indemnification of Other Persons |
25 |
|
20.4 |
Non-Compliance with Business Corporations Act |
25 |
|
20.5 |
Company May Purchase Insurance |
25 |
|
|
|
|
|
PART 21 DIVIDENDS |
26 |
|
|
21.1 |
Payment of Dividends Subject to Special Rights |
26 |
|
21.2 |
Declaration of Dividends |
26 |
|
21.3 |
No Notice Required |
26 |
|
21.4 |
Record Date |
26 |
|
21.5 |
Manner of Paying Dividend |
26 |
|
21.6 |
Settlement of Difficulties |
26 |
|
21.7 |
When Dividend Payable |
26 |
|
21.8 |
Dividends to be Paid in Accordance with Number of Shares |
26 |
|
21.9 |
Receipt by Joint Shareholders |
27 |
|
21.10 |
Dividend Bears No Interest |
27 |
|
21.11 |
Fractional Dividends |
27 |
|
21.12 |
Payment of Dividends |
27 |
|
21.13 |
Capitalization of Surplus |
27 |
|
|
|
|
|
PART 22 DOCUMENTS, RECORDS AND REPORTS |
27 |
|
|
22.1 |
Recording of Financial Affairs |
27 |
|
22.2 |
Inspection of Accounting Records |
27 |
|
22.3 |
Remuneration of Auditors |
27 |
|
|
|
|
|
PART 23 NOTICES |
28 |
|
|
23.1 |
Method of Giving Notice |
28 |
|
23.2 |
Deemed Receipt |
28 |
|
23.3 |
Certificate of Sending |
28 |
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23.4 |
Notice to Joint Shareholders |
29 |
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23.5 |
Notice to Trustees |
29 |
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PART 24 SEAL |
29 |
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24.1 |
Who May Attest Seal |
29 |
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24.2 |
Sealing Copies |
29 |
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24.3 |
Mechanical Reproduction of Seal |
29 |
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PART 25 PROHIBITIONS |
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25.1 |
Definitions |
30 |
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25.2 |
Application |
30 |
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25.3 |
Consent Required for Transfer of Shares or Designated Securities |
30 |
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PART 26 SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO SUBORDINATE VOTING SHARES |
30 |
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26.1 |
Voting |
30 |
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26.2 |
Alteration to Rights of Subordinate Voting Shares |
31 |
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26.3 |
Dividends |
31 |
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26.4 |
Liquidation Rights |
31 |
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26.5 |
Subdivision or Consolidation |
31 |
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PART 27 SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO MULTIPLE VOTING SHARES |
31 |
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27.1 |
Voting |
31 |
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27.2 |
Alteration to Rights of Multiple Voting Shares |
32 |
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27.3 |
Shares Superior to Multiple Voting Shares |
32 |
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27.4 |
Dividends |
32 |
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27.5 |
Liquidation Rights |
32 |
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27.6 |
Subdivision or Consolidation |
33 |
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27.7 |
Transfer of Multiple Voting Shares |
33 |
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27.8 |
Mandatory Conversion of Multiple Voting Shares |
33 |
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27.9 |
Transfers Prior to Initial Conversion Date |
34 |
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27.10 |
Extension of Offer to Multiple Voting Shares |
36 |
PROVINCE OF BRITISH COLUMBIA
BUSINESS CORPORATIONS ACT
AMENDED AND RESTATED ARTICLES OF
4FRONT VENTURES CORP.
(the “Company”) Incorporation Number BC1218230
Translation of Name (if any)
Without limiting Article 1.2, in these Articles, unless the context requires otherwise: “Articles” means these amended and restated articles of the Company;
“adjourned meeting” means the meeting to which a meeting is adjourned under Articles 11.8 or 11.12;
“board”, “board of directors” and “directors” mean the directors or sole director of the Company for the time being and include a committee or other delegate, direct or indirect, of the directors or director;
“Business Corporations Act” means the Business Corporations Act, S.B.C. 2002, c.57 as amended, restated or replaced from time to time, and includes its regulations;
“Interpretation Act” means the Interpretation Act, R.S.B.C. 1996, c. 238;
“legal personal representative” means the personal or other legal representative of the shareholder; and “seal” means the seal of the Company, if any.
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1.2 |
Business Corporations Act Definitions Apply |
The definitions in the Business Corporations Act apply to these articles.
The Interpretation Act applies to the interpretation of these articles as if these articles were an enactment.
If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these articles.
2
If there is a conflict between these articles and the Business Corporations Act, the Business Corporations Act
will prevail.
PART 2
SHARES AND SHARE CERTIFICATES
The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.
Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act.
Each shareholder is entitled, without charge, to:
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(a) |
one certificate representing the share or shares of each class or series of shares registered in the shareholder’s name; or |
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(b) |
a non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate, |
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provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or acknowledgement and delivery of a share certificate or acknowledgment for a share to one of several joint shareholders or to one of the shareholder’s duly authorized agents will be sufficient delivery to all. The Company may refuse to register more than three persons as joint holders of a share.
Any share certificate or non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate to which a shareholder is entitled may be sent to the shareholder by mail at the shareholder’s registered address, and neither the Company nor any agent is liable for any loss to the shareholder because the share certificate or acknowledgment sent is lost in the mail or stolen.
If the board of directors, or any officer or agent designated by the directors, is satisfied that a share certificate is worn out or defaced, they must, on production to them of the certificate and on such other terms, if any, as they think fit:
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(a) |
order the certificate to be cancelled; and |
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(b) |
issue a replacement share certificate. |
If a share certificate is lost, stolen or destroyed, a replacement share certificate must be issued to the person entitled to that certificate if the board of directors, or any officer or agent designated by the directors, receives:
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(a) |
proof satisfactory to them that the certificate is lost, stolen or destroyed; and |
3
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(b) |
any indemnity the board of directors, or any officer or agent designated by the directors, considers adequate. |
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If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Company must cancel the surrendered certificate and issue replacement share certificates in accordance with that request. The Company may refuse to issue a certificate with respect to a fraction of a share.
There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.
Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.
Subject to the Business Corporations Act and the rights of the holders of issued shares of the Company, the directors may issue, allot, sell or otherwise dispose of the unissued shares, and previously issued shares that are subject to reissuance or held by the Company, whether with par value or without par value, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares may be issued) that the directors, in their absolute discretion, may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.
The directors may, at any time, authorize the Company to pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.
The directors may authorize the Company to pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.
Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:
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(a) |
consideration is provided to the Company for the issue of the share by one or more of the following: |
4
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(i) |
past services performed for the Company; |
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(ii) |
property; or |
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(iii) |
money; and |
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(b) |
the value of the consideration received by the Company equals or exceeds the issue price set for the share under Articles 3.1. |
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Subject to the Business Corporations Act, the Company may issue warrants, options and rights upon such terms and conditions as the directors determine, which warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.
A person holding a fractional share does not have, in relation to the fractional share, the rights of a shareholder in proportion to the fraction of the share held.
As required by and subject to the Business Corporations Act, the Company must maintain in British Columbia a central securities register.
In addition to the central securities register, the Company may maintain branch securities registers.
The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register and any branch securities registers. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.
The Company must not at any time close its central securities register.
Except to the extent that the Business Corporations Act otherwise provides, a transfer of a share of the Company must not be recorded or registered unless:
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(a) |
a duly signed instrument of transfer in respect of the share has been received by the Company; |
5
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(b) |
if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company; and |
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(c) |
if a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment has been surrendered to the Company. |
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The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the directors from time to time.
Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.
If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer, or, if no number is specified, all the shares represented by share certificates deposited with the instrument of transfer:
|
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(a) |
in the name of the person named as transferee in that instrument of transfer; or |
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(b) |
if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the share certificate is deposited for the purpose of having the transfer registered. |
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Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.
There must be paid to the Company, in relation to the registration of any transfer, the amount determined by the directors.
In the case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.
6
The legal personal representative has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.
Subject to the special rights and restrictions attached to any class or series of shares and the Business Corporations Act, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and on the terms specified in such resolution.
The Company must not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds for believing that:
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(a) |
the Company is insolvent; or |
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(b) |
making the payment or providing the consideration would render the Company insolvent. |
If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:
|
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(a) |
is not entitled to vote the share at a meeting of its shareholders; |
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(b) |
must not pay a dividend in respect of the share; and |
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(c) |
must not make any other distribution in respect of the share. |
The Company, if authorized by the directors, may from time to time:
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(a) |
borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the directors consider appropriate; |
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(b) |
issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person; |
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(c) |
guarantee the repayment of money by any other person or the performance of any obligation of any other person; and |
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(d) |
mortgage or charge, whether by way of specific or floating charge, or give other security on the whole or any part of the present and future undertaking of the Company. |
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7
Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, and with any special privileges on the redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of directors or otherwise, and may by their terms be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder, all as the directors may determine.
For greater certainty, the powers of the directors under this Part 8 may be exercised by a committee or other delegate, direct or indirect, of the board authorized to exercise such powers.
Subject to Article 9.2 and the Business Corporations Act, the Company may by directors’ resolution:
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(a) |
create one or more classes or series of shares or, if none of the shares of a class or series of shares is allotted or issued, eliminate that class or series of shares; |
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(b) |
increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established; |
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(c) |
subdivide or consolidate all or any of its unissued, or fully paid issued, shares; |
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(d) |
if the Company is authorized to issue shares of a class of shares with par value: |
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(i) |
decrease the par value of those shares; or |
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(ii) |
if none of the shares of that class of shares is allotted or issued, increase the par value of those shares; |
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(e) |
change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value; |
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(f) |
alter the identifying name of any of its shares; or |
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(g) |
otherwise alter its shares or authorized share structure when required or permitted to do so by the |
Business Corporations Act.
Subject to the Business Corporations Act, the Company may by ordinary resolution:
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(a) |
create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or |
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(b) |
vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued. |
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8
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(a) |
If the Business Corporations Act does not specify the type of resolution and these Articles do not specify a type of resolution, the Company may by resolution of the directors authorize any act of the Company, including without limitation, an alteration of these Articles or its Notice of Articles. |
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(b) |
If the Business Corporations Act requires a shareholders’ resolution but it does not specify the type of shareholders’ resolution and these Articles do not specify a type of shareholders’ resolution, the Company may by ordinary resolution authorize any act of the Company. |
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PART 10
MEETINGS OF SHAREHOLDERS
Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold an annual general meeting, for the first time, not more than 18 months after the date on which it was recognized, and after its first annual reference date, at least once in each calendar year and not more than 15 months after the annual reference date for the preceding calendar year at such date, time and location as may be determined by the directors.
If all of the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.
The directors may, whenever they think fit, call a meeting of shareholders.
The directors may, by directors’ resolution, approve a location outside of British Columbia for the holding of a meeting of shareholders.
The Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:
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(a) |
if and for so long as the Company is a public company, 21 days; and |
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(b) |
otherwise, 10 days. |
The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business
9
Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:
|
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(a) |
if and for so long as the Company is a public company, 21 days; and |
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(b) |
otherwise, 10 days. |
If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.
The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.
The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to receive notice does not invalidate any proceedings at that meeting. Any person entitled to receive notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.
If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:
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(a) |
state the general nature of the special business; and |
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(b) |
if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by the shareholders: |
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(i) |
at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and |
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(ii) |
during statutory business hours on any one or more specified days before the day set for the holding of the meeting. |
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PART 11
PROCEEDINGS AT MEETINGS OF SHAREHOLDERS
At a meeting of shareholders, the following business is special business:
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(a) |
at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting; |
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(b) |
at an annual general meeting, all business is special business except for the following: |
|
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(i) |
business relating to the conduct of, or voting at, the meeting; |
10
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(ii) |
consideration of any financial statements of the Company presented to the meeting; |
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(iii) |
consideration of any reports of the directors or auditor; |
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(iv) |
the setting or changing of the number of directors; |
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(v) |
the election or appointment of directors; |
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(vi) |
the appointment of an auditor; |
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(vii) |
business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution; and |
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(viii) |
any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders. |
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The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution.
Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting.
If there is only one shareholder entitled to vote at a meeting of shareholders:
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(a) |
the quorum is one person who is, or who represents by proxy, that shareholder; and |
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(b) |
that shareholder, present in person or by proxy, may constitute the meeting. |
A shareholder or proxy holder who is entitled to participate in, including vote at, a meeting of shareholders may participate in person or by telephone or other communications medium if all shareholders and proxy holders participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A shareholder who participates in a meeting in a manner contemplated by this Article 11.5 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner. Nothing in this Article
11.5obligates the Company to take any action or provide any facility to permit or facilitate the use of any communications medium at a meeting of shareholders.
The directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum, and is not entitled to vote at the meeting, unless that person is a shareholder or proxy holder entitled to vote at the meeting.
11
No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting.
If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:
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(a) |
in the case of a general meeting convened by requisition of shareholders, the meeting is dissolved; and |
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|
(b) |
in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place, or at such other date, time or location as the chair specifies on the adjournment. |
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If, at the meeting to which the first meeting referred to in Article 11.8(b) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.
The following individual is entitled to preside as chair at a meeting of shareholders:
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(a) |
the chair of the board, if any; and |
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(b) |
if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any. |
If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.
The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.
12
Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.
The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.14, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.
No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.
In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.
Subject to Article 11.19, if a poll is duly demanded at a meeting of shareholders:
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(a) |
the poll must be taken: |
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(i) |
at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and |
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|
(ii) |
in the manner, at the time and at the place that the chair of the meeting directs; |
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(b) |
the result of the poll is deemed to be a resolution of and passed at the meeting at which the poll is demanded; and |
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|
(c) |
the demand for the poll may be withdrawn by the person who demanded it. |
A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.
In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.
On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.
13
No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.
The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.
The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during statutory business hours by any shareholder or proxy holder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.
PART 12
VOTES OF SHAREHOLDERS
Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint registered holders of shares under Article 12.3:
|
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(a) |
on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote at the meeting has one vote, and |
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|
(b) |
on a poll, every shareholder entitled to vote at the meeting has one vote in respect of each share held by that shareholder and may exercise that vote either in person or by proxy. |
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A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is the legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.
If there are joint shareholders registered in respect of any share:
|
|
(a) |
any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or |
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|
(b) |
if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted. |
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Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders.
14
If a corporation that is not a subsidiary of the Company is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:
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(a) |
for that purpose, the instrument appointing a representative must: |
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(i) |
be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies or, if no number is specified, two days before the day set for the holding of the meeting; or |
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(ii) |
be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting; and |
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(b) |
if a representative is appointed under this Article 12.5: |
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(i) |
the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and |
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(ii) |
the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting. |
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Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.
If and for so long as the Company is a public company, Articles 12.7 to 12.15 apply to the Company only insofar as they are not inconsistent with any securities legislation of any province or territory of Canada applicable to the Company.
Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.
A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.
A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:
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(a) |
the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5; |
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(b) |
the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; |
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15
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(c) |
the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting; or |
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(d) |
the Company is a public company. |
A proxy for a meeting of shareholders must:
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(a) |
be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or |
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(b) |
unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting. |
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A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.
A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:
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(a) |
at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or |
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(b) |
by the chair of the meeting, before the vote is taken. |
A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:
[Name of Company] (the “Company”)
The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders to be held on [month, day, year] and at any adjournment of that meeting.
Number of shares in respect of which this proxy is given (if no number is specified, then this proxy is given in respect of all shares registered in the name of the shareholder):
Signed thisday of,.
Signature of shareholder
Name of shareholder—printed
16
Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is:
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(a) |
received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or |
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(b) |
provided, at the meeting, to the chair of the meeting. |
An instrument referred to in Article 12.13 must be signed as follows:
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(a) |
if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy; or |
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(b) |
if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5. |
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The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.
The number of directors, excluding additional directors appointed under Article 14.8, is set at:
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(a) |
if the Company is a public company, the greater of three and the most recently set of: |
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(i) |
the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and |
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(ii) |
the number of directors set under Article 14.4; |
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(b) |
if the Company is not a public company, the most recently set of: |
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(i) |
the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and |
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(ii) |
the number of directors set under Article 14.4. |
If the number of directors is set under Articles 13.1(a)(i) or 13.1(b)(i):
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(a) |
the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number; |
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(b) |
if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies. |
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17
An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.
A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.
The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.
The Company must reimburse each director for the reasonable expenses that he or she may incur in his or her capacity as director in and about the business of the Company.
If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company’s business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.
Unless otherwise determined by ordinary resolution, the directors may authorize the Company to pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.
PART 14
ELECTION AND REMOVAL OF DIRECTORS
At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:
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(a) |
the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and |
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(b) |
all the directors cease to hold office immediately before the election or appointment of directors under paragraph (a), but are eligible for re-election or re-appointment. |
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No election, appointment or designation of an individual as a director is valid unless:
18
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(a) |
that individual consents to be a director in the manner provided for in the Business Corporations Act; or |
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(b) |
that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director. |
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If:
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(a) |
the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or |
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(b) |
the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors; |
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then each director then in office continues to hold office until the earlier of:
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(c) |
the date on which his or her successor is elected or appointed; and |
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(d) |
the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles. |
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If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.
Any casual vacancy occurring in the board of directors may be filled by the directors.
The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act, for any other purpose.
If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.
19
Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:
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(a) |
one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or |
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(b) |
in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8. |
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Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(a), but is eligible for re-election or re-appointment.
A director ceases to be a director when:
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(a) |
the term of office of the director expires; |
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(b) |
the director dies; |
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(c) |
the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or |
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(d) |
the director is removed from office pursuant to Articles 14.10 or 14.11. |
The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.
The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.
PART 15
POWERS AND DUTIES OF DIRECTORS
The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.
The directors exclusively may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these
20
Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.
PART 16
DISCLOSURE OF INTEREST OF DIRECTORS
A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.
A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.
A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.
A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.
A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.
No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.
Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and
21
the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.
A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.
PART 17 PROCEEDINGS OF DIRECTORS
The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the board held at regular intervals may be held at the place, at the time and on the notice, if any, that the board may by resolution from time to time determine.
Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.
Meetings of directors are to be chaired by:
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(a) |
the chair of the board, if any; |
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(b) |
in the absence of the chair of the board, the president, if any, if the president is a director; or |
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(c) |
any other director chosen by the directors if: |
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(i) |
neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting; |
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(ii) |
neither the chair of the board nor the president, if a director, is willing to chair the meeting; or |
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(iii) |
the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting. |
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A director may participate in a meeting of the directors or of any committee of the directors in person or by telephone or other communications medium if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director who participates in a meeting in a manner contemplated by this Article 17.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.
A director may, and the secretary or an assistant secretary, if any, on the request of a director must, call a meeting of the directors at any time.
22
Other than for meetings held at regular intervals as determined by the directors pursuant to Article 17.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors by any method set out in Article 23.1 or orally or by telephone.
It is not necessary to give notice of a meeting of the directors to a director if:
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(a) |
the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed or is the meeting of the directors at which that director is appointed; or |
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(b) |
the director has waived notice of the meeting. |
The accidental omission to give notice of any meeting of directors to any director, or the non-receipt of any notice by any director, does not invalidate any proceedings at that meeting.
Any director may file with the Company a document signed by the director waiving notice of any past, present or future meeting of the directors and may at any time withdraw that waiver with respect to meetings of the directors held after that withdrawal. After sending a waiver with respect to all future meetings of the directors, and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director.
The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at a majority of the directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.
Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.
A resolution of the directors or of any committee of the directors consented to in writing by all of the directors entitled to vote on it, whether by signed document, fax, email or any other method of transmitting legibly recorded messages, is as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors duly called and held. Such resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution passed in that manner is effective on the date stated in the resolution or, if no date is stated in the resolution, on the latest date stated on any counterpart. A resolution of the directors or of any committee of the directors passed in accordance with this Article 17.12 is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.
23
PART 18
EXECUTIVE AND OTHER COMMITTEES
The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors’ powers, except:
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(a) |
the power to fill vacancies in the board of directors; |
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(b) |
the power to remove a director; |
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(c) |
the power to change the membership of, or fill vacancies in, any committee of the directors; and |
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(d) |
such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution. |
The directors may, by resolution,
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(a) |
appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate; |
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(b) |
delegate to a committee appointed under paragraph (a) any of the directors’ powers, except: |
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(i) |
the power to fill vacancies in the board of directors; |
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(ii) |
the power to remove a director; |
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(iii) |
the power to change the membership of, or fill vacancies in, any committee of the board, and |
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(iv) |
the power to appoint or remove officers appointed by the board; and |
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(c) |
make any delegation referred to in paragraph (b) subject to the conditions set out in the resolution. |
Any committee appointed under Articles 18.1 or 18.2, in the exercise of the powers delegated to it, must
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(a) |
conform to any rules that may from time to time be imposed on it by the directors; and |
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(b) |
report every act or thing done in exercise of those powers as the directors may require. |
The directors may, at any time, with respect to a committee appointed under Articles 18.1 or 18.2:
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(a) |
revoke or alter the authority given to a committee, or override a decision made by a committee, except as to acts done before such revocation, alteration or overriding; |
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(b) |
terminate the appointment of, or change the membership of, a committee; and |
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(c) |
fill vacancies on a committee. |
24
Subject to Article 18.3(a) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 18.1 or 18.2:
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(a) |
the committee may meet and adjourn as it thinks proper; |
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(b) |
the committee may elect a chair of its meetings but, if no chair of the meeting is elected, or if at any meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting; |
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(c) |
a majority of the members of a directors’ committee constitutes a quorum of the committee; and |
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(d) |
questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting has no second or casting vote. |
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The directors may, from time to time, appoint such officers, if any, as the directors determine, and the directors may, at any time, terminate any such appointment.
The directors may, for each officer:
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(a) |
determine the functions and duties of the officer; |
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(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 |
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(c) |
revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer. |
No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any officer need not be a director.
All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.
25
In this Part 20:
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(a) |
“eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding; |
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(b) |
“eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director of the Company or an affiliate of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director of the Company or an affiliate of the Company: |
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(i) |
is or may be joined as a party; or |
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(ii) |
is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding; |
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(c) |
“expenses” has the meaning set out in the Business Corporations Act. |
Subject to the Business Corporations Act, the Company must indemnify and advance expenses of a director or former director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 20.2.
Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.
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20.4 |
Non-Compliance with Business Corporations Act |
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The failure of a director or former director of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.
The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:
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(a) |
is or was a director, officer, employee or agent of the Company; |
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(b) |
is or was a director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company; |
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(c) |
at the request of the Company, is or was a director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity; |
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(d) |
at the request of the Company, holds or held a position equivalent to that of a director or officer of a partnership, trust, joint venture or other unincorporated entity; |
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26
against any liability incurred by him or her as such director, officer, employee or agent or person who holds or held such equivalent position.
The provisions of this Part 21 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.
Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.
The directors need not give notice to any shareholder of any declaration under Article 21.2.
The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.
A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of paid up shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways.
If any difficulty arises in regard to a distribution under Article 21.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:
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(a) |
set the value for distribution of specific assets; |
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(b) |
determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and |
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(c) |
vest any such specific assets in trustees for the persons entitled to the dividend. |
Any dividend may be made payable on such date as is fixed by the directors.
All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.
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If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.
No dividend bears interest against the Company.
If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.
Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.
Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the surplus or any part of the surplus.
PART 22
DOCUMENTS, RECORDS AND REPORTS
The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the provisions of the Business Corporations Act.
Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.
The remuneration of the auditors, if any, shall be set by the directors regardless of whether the auditor is appointed by the shareholders, by the directors or otherwise. For greater certainty, the directors may delegate to the audit committee or other committee the power to set the remuneration of the auditors.
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Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:
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(a) |
mail addressed to the person at the applicable address for that person as follows: |
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(i) |
for a record mailed to a shareholder, the shareholder’s registered address; |
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(ii) |
for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class; |
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(iii) |
in any other case, the mailing address of the intended recipient; |
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(b) |
delivery at the applicable address for that person as follows, addressed to the person: |
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(i) |
for a record delivered to a shareholder, the shareholder’s registered address; |
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(ii) |
for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class; |
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(iii) |
in any other case, the delivery address of the intended recipient; |
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(c) |
sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class; |
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(d) |
sending the record, or a reference providing the intended recipient with immediate access to the record, by electronic communication to an address provided by the intended recipient for the sending of that record or records of that class; |
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(e) |
sending the record by any method of transmitting legibly recorded messages, including without limitation by digital medium, magnetic medium, optical medium, mechanical reproduction or graphic imaging, to an address provided by the intended recipient for the sending of that record or records of that class; or |
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(f) |
physical delivery to the intended recipient. |
A record that is mailed to a person by ordinary mail to the applicable address for that person referred to in Article 23.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing. Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by electronic communication, on the day of transmittal thereof if given during statutory business hours on the day which statutory business hours next occur if not given during such hours on any day.
A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was addressed as
29
required by Article 23.1, prepaid and mailed or otherwise sent as permitted by Article 23.1 is conclusive evidence of that fact.
A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.
A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:
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(a) |
mailing the record, addressed to them: |
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(i) |
by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and |
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(ii) |
at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or |
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(b) |
if an address referred to in paragraph (a)(ii) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred. |
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Except as provided in Articles 24.2 and 24.3, the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signature or signatures of:
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(a) |
any two directors; |
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(b) |
any officer, together with any director; |
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(c) |
if the Company only has one director, that director; or |
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(d) |
any one or more directors or officers or persons as may be determined by resolution of the directors. |
For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 24.1, the impression of the seal may be attested by the signature of any director or officer.
The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such
30
definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.
In this Part 25:
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(a) |
“designated security” means: |
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(i) |
(i)a voting security of the Company; |
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(ii) |
(ii) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or |
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(iii) |
(iii) a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b); |
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(b) |
“security” has the meaning assigned in the Securities Act (British Columbia); |
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(c) |
“voting security” means a security of the Company that: |
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(i) |
is not a debt security, and |
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(ii) |
carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing. |
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Article 25.3 does not apply to the Company if and for so long as it is a public company.
No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.
PART 26
SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO SUBORDINATE VOTING SHARES
The holders of Class A subordinate voting shares (“Subordinate Voting Shares”) shall be entitled to receive notice of and to attend and vote at all meetings of shareholders of the Company except a meeting at which only the holders of another class or series of shares is entitled to vote. Each Subordinate Voting Share shall entitle the holder thereof to one vote at each such meeting.
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So long as any Subordinate Voting Shares remain outstanding, the Company will not, without the consent of the holders of Subordinate Voting Shares expressed by separate special resolution, alter or amend these Articles if the result of such alteration or amendment would:
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(a) |
prejudice or interfere with any right or special right attached to the Subordinate Voting Shares; or |
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(b) |
affect the rights or special rights of the holders of Subordinate Voting Shares or Multiple Voting Shares on a per share basis as provided for herein. |
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The holders of Subordinate Voting Shares shall be entitled to receive such dividends payable in cash or property of the Company as may be declared thereon by the directors from time to time. The directors may declare no dividend payable in cash or property on the Subordinate Voting Shares unless the directors simultaneously declare a dividend payable in cash or property on the Multiple Voting Shares, in an amount per Multiple Voting Share equal to the amount of the dividend declared per Subordinate Voting Share.
The directors may declare a stock dividend payable in Subordinate Voting Shares on the Subordinate Voting Shares, but only if the directors simultaneously declare a stock dividend payable in:
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(a) |
Multiple Voting Shares on the Multiple Voting Shares, in a number of shares per Multiple Voting Share equal to the amount of the dividend declared per Subordinate Voting Share; or |
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(b) |
Subordinate Voting Shares on the Multiple Voting Shares, in a number of shares per Multiple Voting Share equal to the amount of the dividend declared per Subordinate Voting Share. |
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Holders of fractional Subordinate Voting Shares shall be entitled to receive any dividend declared on the Subordinate Voting Shares in an amount equal to the dividend per Subordinate Voting Share multiplied by the fraction thereof held by such holder.
In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company to its shareholders for the purposes of winding up its affairs, the holders of the Subordinate Voting Shares shall be entitled to participate pari passu with the holders of Multiple Voting Shares, with the amount of such distribution per Subordinate Voting Share equal to the amount of such distribution per Multiple Voting Share; and each fraction of a Subordinate Voting Share will be entitled to the amount calculated by multiplying the fraction by the amount payable per whole Subordinate Voting Share.
The Subordinate Voting Shares shall not be consolidated or subdivided unless the Multiple Voting Shares are simultaneously consolidated or subdivided utilizing the same divisor or multiplier.
PART 27
SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO MULTIPLE VOTING SHARES
The holders of Class C multiple voting shares (“Multiple Voting Shares”) shall be entitled to receive notice of and to attend and vote at all meetings of shareholders of the Company except a meeting at which only the holders of another class or series of shares is entitled to vote. Subject to Secitons 27.2 and 27.3, each Multiple Voting Share shall entitle the holder to 800 votes and each fraction of a Multiple Voting Share shall entitle
32
the holder to the number of votes calculated by multiplying the fraction by 800 and rounding the product down to the nearest whole number, at each such meeting.
So long as any Multiple Voting Shares remain outstanding, the Company will not, without the consent of the holders of Multiple Voting Shares expressed by separate special resolution alter or amend these Articles if the result of such alteration or amendment would:
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(a) |
prejudice or interfere with any right or special right attached to the Multiple Voting Shares; or |
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(b) |
affect the rights or special rights of the holders of Subordinate Voting Shares or Multiple Voting Shares on a per share basis as provided for herein. |
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At any meeting of holders of Multiple Voting Shares called to consider such a separate special resolution, each Multiple Voting Share shall entitle the holder to one (1) vote and each fraction of a Multiple Voting Share will entitle the holder to the corresponding fraction of one (1) vote.
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(a) |
The Company may take no action which would authorize or create shares of any class or series having preferences superior to or on a parity with the Multiple Voting Shares without the consent of the holders of a majority of the Multiple Voting Shares expressed by separate ordinary resolution. |
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(b) |
At any meeting of holders of Multiple Voting Shares called to consider such a separate ordinary resolution, each Multiple Voting Share will entitle the holder to one (1) vote and each fraction of a Multiple Voting Share shall entitle the holder to the number of votes calculated by multiplying the fraction by 800 and rounding the product down to the nearest whole number, at each such meeting. |
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(a) |
The holders of Multiple Voting Shares shall be entitled to receive such dividends payable in cash or property of the Company as may be declared by the directors from time to time. The directors may declare no dividend payable in cash or property on the Multiple Voting Shares unless the directors simultaneously declare a dividend payable in cash or property on the Subordinate Voting Shares, in an amount equal to the amount of the dividend declared per Multiple Voting Share. |
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(b) |
The directors may declare a stock dividend payable in Subordinate Voting Shares on the Multiple Voting Shares, but only if the directors simultaneously declare a stock dividend payable in Subordinate Voting Shares on the Subordinate Voting Shares, in a number of shares per Subordinate Voting Share equal to the amount of the dividend declared per Multiple Voting Share. |
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(c) |
Holders of fractional Multiple Voting Shares shall be entitled to receive any dividend declared on the Multiple Voting Shares, in an amount equal to the dividend per Multiple Voting Share multiplied by the fraction thereof held by such holder. |
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In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company to its shareholders for the purpose of winding up its affairs, the holders of the Multiple Voting Shares shall be entitled to participate pari passu with the holders of Subordinate Voting Shares, with the amount of such distribution per Multiple Voting Share equal to the amount of such distribution per Subordinate Voting Share; and each fraction of a Multiple Voting Share will be entitled to the amount calculated by multiplying the fraction by the amount payable per whole Multiple Voting Share.
33
The Multiple Voting Shares shall not be consolidated or subdivided unless the Subordinate Voting Shares are simultaneously consolidated or subdivided utilizing the same divisor or multiplier.
Except as otherwise provided in Articles 27.9 or 27.10, no Multiple Voting Share may be sold, transferred, assigned, pledged or otherwise disposed of (“Transfer”, “Transferring” or “Transferred”), whether voluntarily or involuntarily, by operation of law or otherwise, without the written consent of the directors, and the directors are not required to give any reason for refusing to consent to any such Transfer.
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(a) |
Definitions. In this Article 27.8 and 27.9: |
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(i) |
“4Front” means 4Front Holdings LLC; |
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(ii) |
“BC HoldCo” means 1196260 B.C. Ltd.; |
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(iii) |
“Business Combination” means the completion of the combination of the businesses of 4Front, Nevada HoldCo, BC HoldCo and Cannex Capital Holdings Inc. pursuant to the Definitive Agreement; |
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(iv) |
“Definitive Agreement” means the business combination agreement between, inter alia, 4Front, Nevada HoldCo, BC HoldCo and Cannex Capital Holdings Inc. dated March 1, 2019, as amended; |
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(v) |
“Disability” means such holder (i) has been declared legally incompetent by a final court decree (the date of such decree being deemed to be the date on which the disability occurred), or (ii) has been found to be mentally disabled pursuant to a Disability Determination. A “Disability Determination” means a finding that the holder, because of a mental disability, is unable to perform substantially all of such holder’s regular duties to the Company and that such mental disability is determined or reasonably expected to continue for at least 12 months. Any Disability Determination shall be initiated by the Company and shall be based on the written opinion of the physician regularly attending the holder whose ability is in question (which expense shall be borne by the Company). If the Initial Holders holding a majority of the Multiple Voting Shares not held by the individual holder in question disagree with the opinion of this physician (the “First Physician”), they may, at their own expense, engage another physician (the “Second Physician”) to examine the holder. If the First Physician and the Second Physician agree in writing that the holder is or is not disabled, their written opinion shall, except as otherwise set forth in this subsection, be conclusive on the issue of ability. If the First Physician and the Second Physician disagree on the disability of the Shareholder, they shall choose a third consulting physician (whose expense shall be borne by the Company), and the written opinion of a majority of these three physicians, shall, except as otherwise provided below, be conclusive as to the holder’s ability. The date of any written opinion conclusively finding the holder to be Disabled is the date on which the disability shall be deemed to have occurred. If there is a conclusive finding that the holder is not Disabled, the holders holding a majority of the Multiple Voting Shares not held by the individual holder in question shall have the right to request additional Disability Determinations, provided they agree to pay all expenses of the Disability Determinations and do not request an additional Disability Determination more frequently than once every 12 months. In conjunction with a Disability Determination, each Initial Holder consents to, and agrees to cooperate with, any required medical examination, and agrees to furnish any medical information requested by any examining physician and to waive any applicable physician-patient privilege that may arise |
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because of such examination. All physicians except the First Physician must be board- certified in the specialty most closely related to the nature of the disability alleged to exist.
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(vi) |
“Initial Holders” means the holders of Multiple Voting Shares as of the date of initial issuance of Multiple Voting Shares. |
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(vii) |
“Involuntary Transfer Event” occurs in the event that an Initial Holder (a) files a voluntary petition under any bankruptcy or insolvency law or a petition for the appointment of a receiver or makes an assignment for the benefit of creditors, (b) is subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to such holder’s Multiple Voting Shares and such involuntary petition, assignment or attachment is not discharged within 30 days after its effective date, or (c) is subjected to any other possible involuntary Transfer of such Initial Holder’s Multiple Voting Shares by legal process including, without limitation, an assignment or Transfer pursuant to a marital dissolution or divorce decree. |
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(viii) |
“Nevada HoldCo” means 4Front Ventures Corp., a corporation incorporated under the laws of the State of Nevada. |
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(b) |
Mandatory Conversion. Multiple Voting Shares are not convertible until the later of the date (the “Initial Conversion Date”) that (i) the aggregate number of Multiple Voting Shares held by the Initial Holders are reduced to a number which is less than fifty per cent (50%) of the aggregate number of Class B Proportionate Voting Shares and Multiple Voting Shares held by the Initial Holders on the date of completion of the Business Combination, and (ii) is three (3) years following the date of completion of the Business Combination Closing Date. Following the Initial Conversion Date, Multiple Voting Shares will automatically, without any action on the part of the holder, be converted into Subordinate Voting Shares on the basis of one (1) Subordinate Voting Share for one (1) Multiple Voting Share upon: (i) the death or Disability of such Initial Holder with respect to all Multiple Voting Shares held by an Initial Holder, (ii) an Involuntary Transfer Event with respect to the Multiple Voting Shares being Transferred pursuant to the Involuntary Transfer Event, or (iii) any other Transfer of Multiple Voting Shares to anyone other than another Initial Holder with respect to such Multiple Voting Shares being Transferred (each, a “Mandatory Conversion Event”). The Initial Holder shall promptly provide notice to the Company of the occurrence of a Mandatory Conversion Event. On the date of such Mandatory Conversion Event, each certificate representing Multiple Voting Shares shall thenceforth be null and void. Within twenty (20) days of the Mandatory Conversion Event, the Company will send, or cause its transfer agent to send, notice thereof to such former holder of Multiple Voting Shares (a “Mandatory Conversion Notice”) specifying: |
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(i) |
the date of the Mandatory Conversion Event; |
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(ii) |
the number of Subordinate Voting Shares into which the Multiple Voting Shares held by such holder have been converted. |
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As soon as practicable after the sending of the Mandatory Conversion Notice, the Company shall issue or shall cause its transfer agent to issue certificates representing the number of Subordinate Voting Shares into which the Multiple Voting Shares have been converted.
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(a) |
Limitation on Transfers. Subject to Article 27.7, an Initial Holder is permitted to Transfer Multiple Voting Shares prior to the Initial Conversion Date to another Initial Holder without compliance with this Article 27.9. |
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(b) |
Purchase Obligation Upon Certain Events. Prior to the Initial Conversion Date, upon: (i) the death or Disability of an Initial Holder the other Initial Holders shall have the obligation to purchase all of such Initial Holder’s Multiple Voting Shares as set forth in this Article 27.9; and (ii) an |
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Involuntary Transfer Event, the other Initial Holders shall have the obligation to purchase all of such Initial Holder’s Multiple Voting Shares which would otherwise be Transferred pursuant to the Involuntary Transfer Event as set forth in Article 27.9 (each a “Purchase Obligation”). References to the Initial Holder transferring the Subject Multiple Voting Shares pursuant to the Purchase Obligation (the “Transferring Initial Holder”) shall include any executor, personal representative or administrator upon the death or Disability of such Transferring Initial Holder or a trustee or receiver in the event of an Involuntary Transfer Event.
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(c) |
Notice of Purchase Obligation. Promptly following an event triggering a Purchase Obligation, the Transferring Initial Holder shall send a written notice to the Company and other Initial Holders setting forth the event triggering the Purchase Obligation as well as the number of Multiple Voting Shares subject to the Purchase Obligation (“Subject Multiple Voting Shares”). The other Initial Holders are obligated to purchase the Subject Multiple Voting Shares in proportion to their respective holdings of the remaining Multiple Voting Shares. |
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(d) |
Purchase Obligation Terms. |
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(i) |
The closing shall be on or before the thirtieth day following the transmittal of the notice of the Purchase Obligation (the “Closing”). At the Closing: (i) the purchasing Initial Holder shall deliver to the Transferring Initial Holder the purchase price for the Subject Multiple Voting Shares as determined below, (ii) the Transferring Initial Holder shall deliver to the purchasing Initial Holder share certificates for all the Multiple Voting Shares that are to be purchased or otherwise transferred pursuant to the Purchase Obligation, either duly endorsed in blank for transfer or with duly executed stock powers attached, and a certificate, dated as of the Closing, containing a representation and warranty that on such date the Transferring Initial Holder has transferred, or caused to be transferred, to the purchasing Initial Holder good and marketable title to all the Shares in question, free and clear of all claims, equities, liens, charges and encumbrances, and (iii) any other documents reasonably required by the Company. |
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(ii) |
The per share price of the Subject Multiple Voting Shares to be purchased pursuant to this Article 27.9 shall be the Fair Market Value of the Subordinate Voting Shares as of the date prior to the date of the event triggering the Purchase Obligation (the “Valuation Date”). “Fair Market Value” means, with respect to the Subject Multiple Voting Shares, the closing price of the Subordinate Voting Shares on the principal trading market for such shares on the trading day immediately preceding the Valuation Date. |
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(iii) |
The purchase price of any Subject Multiple Voting Shares purchased pursuant to this Article 27.9 shall be paid in any combination of cash, by wire transfer, by certified or cashier’s check, or by a promissory note containing the terms set forth in Article 27.9(e) (the “Note”). |
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(e) |
Note Terms. |
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(i) |
Any Note shall be paid in no more than 12 equal quarterly installments of principal and interest, and the first installment of which shall be due 90 days after the Closing. |
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(ii) |
Any Note shall bear interest on such principal amount at the minimum rate established pursuant to IRS Code Sections 483 and 1274 necessary to avoid any imputed interest or original issue discount being attributed to the Note holder. The Note shall provide that the maker shall pay a late penalty equal to 5% of any payment which is not paid within five days of its due date. The Note shall further provide that the maker shall have the right at any time to prepay without penalty all or any part of the balance due on the Note with interest to the date of prepayment. Partial prepayments shall be applied to the last maturing installments in inverse order. |
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(iii) |
Any Note shall be secured by a pledge of such number of the purchasing Initial Holder’s Subordinate Voting Shares or such other assets (excluding the Multiple Voting Shares being acquired) such that the Pledged Value equals the principal amount of the Note. “Pledged Value” per Subordinate Voting Share means the closing price of the Subordinate Voting Shares on the principal trading market for such shares on the trading day immediately preceding the Valuation Date. Pledged Value of any other assets shall be valued at fair market value of such assets. The pledge agreement shall name the Company to act as pledgeholder and shall contain such other terms as shall be reasonable and customary in stock pledge agreements. |
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(iv) |
As long as the Note is not in default, the purchasing Initial Holder shall be entitled to receive all dividends on such Multiple Voting Shares and to exercise all voting rights with respect to such Multiple Voting Shares. |
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(v) |
Failure to make any payment required by a Note within 10 days after its due date shall constitute a default and shall cause the remaining unpaid balance to become immediately due and payable, at the holder’s option, and the Transferring Initial Holder shall have all the rights and remedies to enforce payment of the unpaid balance authorized by law; provided, however, that before taking any remedial action to enforce payment, the Transferring Initial Holder shall deliver notice of the default to the purchasing Initial Holder and if the payment in default is paid in full within 10 days after the date the default notice is delivered, the default shall be deemed not to have occurred. |
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In the event that an offer is made to purchase Subordinate Voting Shares, and such offer is:
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(a) |
required pursuant to applicable securities legislation or the rules of any stock exchange on which the Subordinate Voting Shares may then be listed, to be made to all or substantially all of the holders of Subordinate Voting Shares in a province or territory of Canada to which the requirement applies (such offer to purchase under this Article 27.10(a), a “MVS Offer”); then |
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(b) |
such MVS Offer shall be extended by the offeror to the holders of Multiple Voting Shares (which shall not be required to convert in order to participate in the MVS Offer) for consideration per Multiple Voting Share equal to the consideration offered per Subordinate Voting Share. |
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Dated December 31, 2020.
FULL NAME AND SIGNATURE OF DIRECTOR 4FRONT VENTURES CORP.
Per: (signed)
Authorized Signatory
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 4/7/21 | 8-K | ||
| Filed on: | 4/6/21 | 8-K | ||
| For Period end: | 12/31/20 | |||
| 12/21/20 | ||||
| 3/1/19 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/15/24 4Front Ventures Corp. 10-K 12/31/23 127:16M Workiva Inc Wde… FA01/FA 12/15/23 4Front Ventures Corp. S-3 6:792K Donnelley … Solutions/FA 3/30/23 4Front Ventures Corp. 10-K 12/31/22 2:2.4M Workiva Inc Wde… FA01/FA 4/21/22 4Front Ventures Corp. 10-K/A 12/31/21 14:414K Donnelley … Solutions/FA 4/18/22 4Front Ventures Corp. 10-K 12/31/21 127:13M Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/30/20 4Front Ventures Corp. 20-F 12/31/19 27:29M Donnelley … Solutions/FA |
Mailing Address: