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Global Power Solutions Corp. Proxy Solicitation & Information Statement 2015

Jul 14, 2015

44791_rns_2015-07-13_3c093391-3af5-4624-95f9-893b45d46305.pdf

Proxy Solicitation & Information Statement

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MINAEAN INTERNATIONAL CORP. Suite 2050 – 1055 West Georgia Street Vancouver, British Columbia

V6E 3P3

Telephone: (604) 684-2181 Facsimile: (604) 682-4768

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

The 2015 annual general and special meeting (the “ Meeting ”) of the shareholders of Minaean International Corp (the “ Company ”) will be held at Suite 2050 – 1055 West Georgia Street, Vancouver, British Columbia, V6E 3P3, on Friday, August 7, 2015 at 10:00 a.m. (Pacific Standard Time) for the following purposes:

  1. To receive and consider the Report of the Directors;

  2. To receive the Company’s audited financial statements for the financial years ended March 31, 2015 and the auditor’s report thereon;

  3. To appoint auditors for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors;

  4. To fix the number of directors for the ensuing year at four and to elect directors for the ensuing year;

  5. To approve, by special resolution of the shareholders of the Company, the consolidation of all of the issued and outstanding securities of the Company on the basis of one new post-consolidation security for every 2 pre-consolidation securities, or such lesser whole number of pre-consolidation securities that the directors in their discretion may determine, subject to the approval of the applicable regulatory authorities (the “ Consolidation ”), and further authorizing the directors in their sole discretion when and if to effect the Consolidation, in each case without requirement for further approval, ratification or confirmation by shareholders, as more particularly described in the accompanying Information Circular; and

  6. To consider and, if thought fit, to approve by special resolution, the continuance of the Company’s corporate jurisdiction to the Business Corporations Act (British Columbia) under the name “Minaean SP Construction Corp.” , as more particularly described in the accompanying Information Circular;

  7. To ratify and approve, by ordinary resolution, the Company’s 2015 Stock Option Plan, as more particularly described in the accompanying Information Circular;

  8. To consider and, if thought fit, to pass, with or without variation, an ordinary resolution of disinterested shareholders to approve the creation of a new “Control Person” of the Company, as defined under the policies of the TSX Venture Exchange, which will result from the subscription by Shapoorji Pallonji International FZC of 25,800,000 post-consolidated common shares of the Company, by way of a nonbrokered private placement, as described in the accompanying Information Circular; and

  9. To transact any other business that may properly come before the Meeting and any adjournment thereof.

An Information Circular and a form of Proxy accompany this Notice. The Information Circular provides additional information relating to the matters to be dealt with at the meeting and forms part of this Notice.

A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. If you are unable to attend the Meeting in person, please read the Management Information Circular and enclosed proxy (the “ Proxy ”) and then complete, sign, date and return the Proxy, together with the power of attorney or other authority, if any, under which it was signed or a notarially certified copy thereof with the Company’s transfer agent, Computershare Trust Company of Canada, 3rd Floor – 510 Burrard Street, Vancouver, B.C. V6C 3B9, at least 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the

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Meeting or adjournment thereof or with the chairman of the Meeting prior to the commencement thereof. As set out in the notes to the Proxy, the Proxy is solicited by management, but you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting. Unregistered shareholders who received the Proxy through an intermediary must deliver the proxy in accordance with the instructions given by such intermediary.

DATED at Vancouver, British Columbia, this 8th day of July, 2015.

BY ORDER OF THE BOARD OF DIRECTORS

“Mervyn Pinto” Mervyn Pinto, Chief Executive Officer