Knightscove Media Corp.
TSX VENTURE : KC.A
TSX VENTURE : KC.B

Knightscove Media Corp.

February 25, 2010 12:46 ET

Knightscove Media Corp.: Notice of Annual and Special Meeting of Shareholders

TORONTO, ONTARIO--(Marketwire - Feb. 25, 2010) - Knightscove Media Corp. (TSX VENTURE:KC.A)(TSX VENTURE:KC.B) -

NOTICE IS HEREBY GIVEN that the annual and special meeting (the "Meeting") of shareholders of Knightscove Media Corp. (formerly Queen Street Entertainment Capital Inc.) (the "Corporation") will be held at the offices of the Corporation located at 1121 Leslie Street, Suite 2, Toronto, Ontario M3C 2J9 on the 18th day of March, 2010 at 10:00 A.M. (Eastern Standard time) for the following purposes:

  1. TO RECEIVE the financial statements of the Corporation for the financial year ended August 31, 2009 and the report of the auditors thereon;

  2. TO ELECT the directors of the Corporation;

  3. TO APPOINT the auditors of the Corporation and to authorize the board of directors of the Corporation (the "Board") to fix the remuneration of the auditors;

  4. TO APPROVE the Corporation's stock option plan, in compliance with regulatory requirements to obtain annual shareholder approval of any "rolling" stock option plan;

  5. TO CONSIDER and, if appropriate, to pass a resolution of the disinterested shareholders authorizing the Corporation to issue, subordinate voting shares of the Corporation ("Subordinate Voting Shares") and multiple voting shares of the Corporation ("Multiple Voting Shares"), in lieu of cash to Non-Management Directors of the Corporation in settlement of annual compensation due to the Non-Management Directors, subject to all applicable securities and regulatory requirements;

  6. TO CONSIDER and, if appropriate, to pass a resolution of the disinterested shareholders authorizing the Corporation to issue Multiple Voting Shares of the Corporation in lieu of cash to an Insider of the Corporation in settlement of annual compensation due to the Insider, subject to all applicable securities and regulatory requirements;

  7. TO CONSIDER and, if appropriate, to pass a resolution of the disinterested shareholders authorizing the Corporation to enter into a shares-for-services agreement with the Non-Management Directors of the Corporation whereby the Non-Management Directors may be compensated for their services, in whole or in part, through issuance of Subordinate Voting Shares of the Corporation in lieu of cash; and

  8. to transact such other business as may properly come before the Meeting or any adjournment thereof,

all as described in greater detail in the management information circular of the Corporation dated February 25th, 2010 (the "Management Information Circular"). The Board of the Corporation has fixed the close of business on February 11th, 2010 as the record date for the determination of the shareholders of the Corporation entitled to receive notice of the Meeting.

Details of the foregoing matters are contained in the accompanying Management Information Circular of the Corporation. 

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his or her executed form of proxy with the Corporation's transfer agent and registrar, Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1 at least 48 hours, excluding non-business days and holidays, preceding the day of the Meeting or any adjournment or postponement of the Meeting at which the proxy is to be used or by delivering it to the Chairperson of the Meeting before the time of voting on the day of the Meeting or any adjournment thereof.

Shareholders who are unable to attend the Meeting in person are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation of shareholders as possible may be represented at the Meeting.

DATED at Toronto, Ontario, as of the 25th, day of February, 2010.

BY ORDER OF THE BOARD

Leif Bristow, President and Chief Executive Officer

Contact Information

  • Knightscove Media Corp.
    Leif Bristow
    President and Chief Executive Officer
    (416) 444 7900 x 222
    (416) 444 2473 (FAX)
    leif@knightscove.com