Exhibit 99.73
ISOTECHNIKA PHARMA INC.
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE is hereby given that the Annual and Special Meeting (the Meeting) of Shareholders of Isotechnika Pharma Inc. (the Company) will be held at 1200 Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia on August 15, 2013, at 2:00 PM, Pacific Time, for the following purposes:
1. | To elect the directors for the ensuing year (or until the closing of the Arrangement, as defined below, whichever is earlier); |
2. | To receive the financial statements of the Company for the financial year ended December 31, 2012, and the report of the auditors thereon; |
3. | To re-appoint PricewaterhouseCoopers LLP, Chartered Accountants, as auditors of the Company and to authorize the Audit Committee to fix the auditors remuneration; |
4. | To consider and, if deemed appropriate, approve, by ordinary resolution (the First Offering Approval Resolution), the issuance of up to 44,445,000 common share purchase warrants of the Company and the securities underlying such common share purchase warrants (see The First Unit Offering for more details). The full text of the First Offering Approval Resolution is set out in Appendix C to the accompanying information circular for the Meeting (the Information Circular); |
5. | To consider and, if deemed appropriate, approve, by ordinary resolution (the Second Offering Approval Resolution), the issuance of up to 133,333,332 units of the Company (see The Second Unit Offering for more details). The full text of the Second Offering Approval Resolution is set out in Appendix C to the Information Circular; |
6. | To consider, and if deemed appropriate, approve by ordinary resolution (the Share Issuance Resolution), the issuance of up to 300,000,000 common shares of the Company in connection with the proposed statutory arrangement (the Arrangement) under Section 288 of the Business Corporations Act (British Columbia) (the BCBCA) involving Aurinia Pharmaceuticals Inc. (Aurinia) and ILJIN Life Science Co. Ltd. (ILJIN) pursuant to which the Company will acquire all of the issued and outstanding securities of Aurinia, as more fully described in the accompanying Information Circular (see The Share Issuance Resolution for more details). The full text of the Share Issuance Resolution is set out in Appendix C to the Information Circular; |
7. | To consider, and if deemed appropriate, approve by special resolution (the Constating Document Amendment Resolution), amendments to the constating documents of the Company to change its name from Isotechnika Pharma Inc. to Aurinia Pharmaceuticals Inc. and to adopt an advance notice provision into the Companys by-laws (see Amendments to the Constating Documents of the Company for more details). The full text of the proposed Constating Document Amendment Resolution is set out in Appendix C to the Information Circular; |
8. | To consider, and if deemed appropriate, approve by special resolution (the Share Consolidation Resolution), a share consolidation of the Companys common shares on a 50:1 ratio (see The Share Consolidation for more details). The full text of the Share Consolidation Resolution is set out in Appendix C to the Information Circular; |
9. | To consider, and if deemed appropriate, conditionally approve by ordinary resolution (the Post-Merger Director Resolutions), (i) increasing the size of the board of directors to seven; and (ii) the election of certain individuals as directors of the Company following the Arrangement (see The Post-Merger Directors for more details); and |
10. | To transact such further and other business as may properly be brought before the Meeting or any adjournment thereof. |
Management of the Company is soliciting proxies on the accompanying form of proxy. Shareholders who are unable to attend the Meeting are requested to complete, date, sign and return the enclosed form of proxy so that as large a representation of shareholders as possible may be had at the Meeting. Specific details of the matters being put before the Meeting, in particular with respect to the election of the directors nominated by Management, are set forth in more detail in the accompanying Management Information Circular.
A copy of the Management Information Circular, a Supplemental Mailing List Reply Form, a form of proxy and a return envelope accompany this Notice of Meeting.
The Board of Directors (the Board) has determined that only holders of record of the Common Shares at the close of business on June 26, 2013 will be entitled to vote in respect of the items set out in this Notice of Meeting at the Meeting. The Board has also determined that 2:00 PM, Pacific Time, on August 13, 2013 as the time before which proxies to be used or acted upon at the Meeting or any adjournment thereof shall be deposited with the Companys transfer agent. Failure to properly complete or deposit a proxy may result in its invalidation.
DATED at Edmonton, Alberta, Canada, July 19, 2013.
BY ORDER OF THE BOARD OF DIRECTORS |
(signed) Robert T. Foster |
Dr. Robert T. Foster |
President and Chief Executive Officer |