SCHEDULE 14A

Information Required in Proxy Statement

Pursuant to Section 14(a) of the Securities Exchange Act of 1934


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Check the appropriate box:

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x Definitive Proxy Statement

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o Soliciting Material Pursuant to Section 240.14a-12


Energizer Resources Inc.

(Name of Company As Specified In Charter)


Not Applicable

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Drobo2:SHARED:Logos:Energizer Resources:Energizer_Resources_Inc.eps




ENERGIZER RESOURCES INC.

520 – 141 Adelaide Street West, Toronto, Ontario, M5H 3L5 Canada and

1224 Washington Avenue, Miami Beach,

525 93 Street, Surfside, FL 3313933154 USA


NOTICE OF ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS

I am pleased to give you notice that the 20132015 Annual and Special Meeting of Stockholders (the “Meeting”"Meeting") ofEnergizer Resources Inc.(the “Company”"Company") will be held at the Boardoffices of Trade of Metro Toronto, First Canadian Place, 3rdCassels Brock & Blackwell LLP, Scotia Plaza, 21st Floor, Toronto, Ontario, M5X 1C1M5H 3C2 on WednesdayTuesday December 11, 201322, 2015 at 10:00 a.m., local time for the following purposes:


1.To elect seveneight directors to the Board of Directors of the Company (the "Board"), each to hold their offices until the next annual meeting of the Company’sCompany's stockholders or until their successors have been duly elected and qualified or until histhe earlier of resignation, removal or death.   The Board of Directors recommends that ShareholdersStockholders vote “FOR”"FOR" each Director.

2.To approve the Stock Option Plan Resolution. The Board recommends that Stockholders vote "FOR" this proposal.

3.To ratify the appointment of MNP LLP, Chartered Accountants, as the Company’sCompany's independent registered public accounting firm for the fiscal year ending June 30, 20142016 and to authorize the Board of Directors to fix their remuneration. The Board of Directors recommends that the Stockholders vote “FOR”"FOR" this proposal at the Meeting.proposal.
3.To consider and, if deemed advisable, to adopt an ordinary resolution approving an amendment to the Company’s Amended and Restated Stock Option Plan to increase the authorized number of options for Shares of the Company authorized to be issued to 37,500,000 from 32,500,000. The Board of Directors recommends that the Stockholders vote “FOR” this proposal at the Meeting.

4.To consider and, if deemed advisable, to adoptapprove an ordinary resolution ratifying and approving a private placement (the “Private Placement”) of up to 125,000,000 subscription receipts ofadvisory vote on executive compensation.

5.To transact such other business as may properly come before the Company (the "Subscription Receipts") and approving the issuance of up to 125,000,000 Shares of the Company and up to 62,500,000 common share purchase warrants (the “Warrants”) upon exercise of the Subscription Receipts, and the issuance of up to 62,500,000 Shares of the Company upon the exercise of the Warrants, and approving the issuance of up to 7,500,000 broker warrants (the “Broker Warrants”) to agents assisting in the Private Placement, as partial consideration for their services, or as partial finder’s fees in connection with the Private Placement, and the issuance of up to 7,500,000 Shares of the Company upon exercise of the Broker Warrants.Meeting.

5. To consider and, if deemed advisable, approve an advisory vote on executive compensation.

6. To consider an advisory vote determining the frequency of future executive compensation advisory votes.

7. To transact such other business as may properly come before the Meeting.


The Board of Directors has fixed the close of business on FridayMonday November 1, 20132, 2015 at 5:00p.m.00p.m local time as the record date for the annual and special meeting.  Only holders of record of the Company’sCompany's Shares ("Stockholders") at that time are entitled to notice of, and to vote at, the meeting.


All Stockholders will receive a notice and access notification, which will contain information on how to obtain electronic and paper copies of the Meeting Materials in advance of the Meeting.  This year, the Company has decided to deliver its meeting materials, which includes the proxy statement (the "Meeting Materials"), to Stockholders by posting them on a website (http://www.energizerresources.com/investors/agm-data, which website, apart from the Meeting Materials, is not incorporated into this Proxy). The use of this delivery method is more environmentally friendly as it helps reduce paper use and it will also reduce the Company's printing and mailing costs.  The Meeting Materials will be available on the website as of November 12, 2015, and will remain on there for one year thereafter. The Meeting Materials will also be available on SEDAR (www.sedar.com). Stockholders may request paper copies of the Meeting Materials be sent to them by postal delivery for one year from the mailing of the Meeting Materials. These copies will be mailed by the Company and are available at no cost to Stockholders.  If you wish copies of the Meeting Materials, please call TMX Equity Transfer Services Inc. at 1-866-393-4891 ext. 205. Where a request for paper copies of the Meeting Materials is made before the Meeting, the materials will be sent to the requesting Stockholder within three (3) business days of the request. Stockholders that wish to receive paper copies of the Meeting Materials before the voting deadline and the Meeting date should ensure their request is received no later than five (5) business days before the date that is 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) prior to the Meeting.

Dated: November 4, 2013

2, 2015

/s/ Richard SchlerCraig Scherba                                            

President & Chief Executive Officer

REGARDLESS OF THE NUMBER OF SHARES YOU OWN OR WHETHER YOU PLAN TO ATTEND THE MEETING, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED. Whether


Regardless of the number of shares you own or notwhether you expectplan to be present atattend the meeting,you are urged to it is important that your shares be voted.  Please fill in, date, sign and return the enclosed proxy card.If you wish to attend the meeting, please check the appropriate box on the enclosed proxy card and return it in the enclosed envelope.card. If you hold your shares in "street name" (that is, through a broker, bank or other nominee), please complete, date and sign the voting instruction card that has been provided to you by your broker, bank or other nominee and promptly return it in the enclosed envelope. If you hold your shares directly and plan towill attend the meeting, in person, please remember to bring a form of personal identification with you and, if you are acting as a proxy for another stockholder, please bring written confirmation from the record ownerthat Stockholder that you are acting as a proxy. If you hold your shares in "street name" and plan towill attend the meeting, in person, please remember to bring a form of personal identification with you and proof of beneficial ownership. The annual and special meeting for which this notice is given may be adjourned from time to time without further notice other than announcement at the meeting or any adjournment thereof.  Any business for which notice is hereby given may be transacted at any such adjourned meeting.

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Drobo2:SHARED:Logos:Energizer Resources:Energizer_Resources_Inc.eps








ENERGIZER RESOURCES INC.

1224 Washington Avenue, Miami Beach,

525 93 Street, Surfside, FL 3313933154 USA and

520 – 141 Adelaide Street West, Toronto, Ontario, M5H 3L5 Canada

Tel:(416) 364-4911/(800) 818-5442;364-4911; Fax:(416) 364-2753


PROXY STATEMENT FOR 20132015 ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS OF ENERGIZER RESOURCES INC.

December 11, 2013

22, 2015


Unless otherwise stated, the information contained in this proxy statement is as of October 31, 2015.

Introduction


This proxy statement is being furnished to the stockholders of Energizer Resources Inc. (the “"Company”")in connection with the solicitation by or on behalf of management of theby its Board of Directors (the “"Board”") in connection with the 20132015 Annual and Special Meeting of Stockholders (the “"Meeting”") to be held at the Board of Trade of Metro Toronto, First Canadian Place, 3rd Floor, Toronto, Ontario, M5X 1C1 on Wednesday December 11, 2013 at 10:00 a.m, local time, or at any adjournment or postponement thereof.

.


The Company is listed on the Toronto Stock Exchange (“("TSX”") in Canada (ticker: EGZ), on the OTCQX in the United States of America (ticker: ENZR) and on the Frankfurt, Germany Stock Exchange (ticker: YE5)A1CXW3).

Our registered United States office is located at 1224 Washington Avenue, Miami Beach, FL 33139525 93 Street, Surfside, Florida 33154 USA and our principal business office is located at 520 – 141 Adelaide Street West, Toronto, Ontario, M5H 3L5, Canada.


All dollar amounts referenced herein, unless otherwise indicated, are expressed in United States dollars and Canadian dollars are referred to as "CAD".

Date, Time and Place

of the Meeting


This proxy statement is being sent to you in connection with the solicitation of proxies by the Board to holders of its shares of common stock (the “"Shares”") for use at the Annual and Special Meeting of Stockholders to be held at the Boardoffices of Trade of Metro Toronto, First Canadian Place, 3rdCassels Brock & Blackwell LLP, Scotia Plaza, 21st Floor, 40 King Street West, Toronto, Ontario, M5X 1C1M5H 3C2 on WednesdayTuesday December 11, 201322, 2015 at 10:00 a.m., local time, or at any adjournment or postponement thereof.  The proxy cut-off date for shares to be voted in advance of the meeting will be on Friday December 8, 201318, 2015 at 5pm,10am, local time. Proxies will be solicited primarily by mail but may also be solicited personally, by telephone or by facsimile by the regular employees of the Company at nominal costs. The costs of solicitation by management will be borne by the Company.


Record Date


Stockholders of record at the close of business on FridayMonday November 1, 2013,2, 2015, the record date for the annual and special meeting, are entitled to receive this proxy statement and to vote at the meeting and at any adjournment or postponement thereof.  On the record date, there were 192,554,321344,135,670 outstanding shares of the Company’sCompany's Shares entitled to notice of and to vote at the annual and special meeting.  Holders of our Shares have one vote per share on each matter to be acted upon.  A list of the stockholders of record entitled to vote will be available at the annual and special meeting and for 10 days prior to the annual and special meeting, for any purpose germane to the meeting, between the hours of 9:00 a.m. and 4:30 p.m. at our principal office at 520 – 141 Adelaide Street West, Toronto, Ontario, M5H 3L5, Canada.


The presence in person or by proxy of holders of at least ten percent of the outstanding shares of Shares of the Company constitutes a quorum.  For purposes of determining the presence of a quorum for transacting business, abstentions and broker “non-votes”"non-votes" (proxies from banks, brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the banks, brokers or nominees do not have discretionary power) will be treated as shares that are present. There are no cumulative voting rights. VotesThe inspector of election who will be appointed for the Meeting will tabulate votes cast by proxy or in person at the Meeting will be tabulated by the inspector of election appointed for the Meeting, whoand will determine whether or not a quorum is present.

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Proposals to be considered by Shareholders

To Be Considered By Stockholders


At the Meeting, we will ask holders of our SharesStockholders to consider and voteupon the following items:


(1)1.Election of Directors

The election of eight directors to the Company’s directors,Board, namely V. Peter Harder, John Sanderson, Richard Schler, Craig Scherba, Quentin Yarie, Johann de Bruin andRobin Borley, Albert A. Thiess, Jr., Dean Comand and Dalton Larson.  If elected, these directors will each serve until the next annual meeting of the Company’sCompany's stockholders or until their successors have been duly elected and qualified or until histhe earlier of resignation, removal or death.


(2)2.Approval of the Stock Option Plan Resolution.
The approval of an ordinary resolution to approve an amended stock option plan (the "Stock Option Plan") which shall terminate in 2026, which is substantially in the form of the amended fixed stock option plan that was originally adopted 2006 and under its terms is set to expire in March 2016 (the "Previous Plan"), with or without variation, and to authorize the Board to make any amendments thereto that may be required for the purpose of obtaining any necessary regulatory approvals.

3.Ratification of the appointment of an Independent Registered Public Accounting Firm

The ratification of the appointment of MNP LLP, Chartered Accountants, as our independent registered public accounting firm for the fiscal year ending June 30, 2014.

2016.

(3)4.Approve the Amended and Restated Stock Option Plan

To approve an amendment, by Disinterested Shareholder Approval as defined in this document, to the Company’s Amended and Restated Stock Option Plan (the “Plan”) to increase the authorized number of options for Shares of the Company authorized to be issued to 37,500,000 from 32,500,000.

(4)            Ratify and Approve the Company completing a private placement of Subscription Receipts where the number of Shares and share purchase warrants issuable on exercise of the Subscription is likely to exceed 25% of the current outstanding Share capital and where the purchase price of the Shares may be sold at a discount to market price

The funds raised via this private placement will be primarily used for the completion of a Bankable Feasibility Study, which includes a comprehensive Environmental and Geo-Technical Study in preparation for finalizing mine design parameters and as a prerequisite for future project financing. A portion of funds will also be allocated to producing larger quantities (40-50 tonnes) of Molo graphite concentrate to provide potential off-take partners with additional material for product evaluation purposes.

(5)Approve an advisory vote on executive compensation.

As required by the rules of the Securities Exchange Commission to approve, by an advisory vote, onthe Company's executive compensation.

(6)Approve an advisory vote determining the frequency of future executive compensation advisory votes.

As required by the rules of the Securities Exchange Commission, to approve an advisory vote determining the frequency required to hold a vote on executive compensation.

compensation as outlined within this document.


Votes Required By Shareholders

Stockholders

At the Meeting, we will ask our Stockholders to vote upon the following items:

(1)1.Election of Directors

The seveneight directors nominated for election will be elected by a plurality of the votes cast in person or by proxy, at the Meeting.  Therefore each director who has more “for”This means that those nominees receiving the eight highest number of votes than “against” votesat the meeting will be elected, even if the votes cast for each nominee do not constitute a majority of the votes of shares present and entitled to the Board.vote.  Abstentions from voting and broker “non-votes”"non-votes" on the election of directors will have no effect since they will not represent votes cast for the purpose of electing directors.


(2)2.Approval of the Stock Option Plan Resolution.
The proposal to approve an ordinary resolution to approve an amended stock option plan (the "Stock Option Plan") and to authorize the Board to make any amendments thereto that may be required for the purpose of obtaining any necessary regulatory approvals, will require the affirmative vote of a majority of the votes cast at the meeting.

3.Ratification of the appointment of an Independent Registered Public Accounting Firm

The proposal to ratify the appointment of MNP LLP, Chartered Accountants, as our independent registered public accounting firm for the fiscal year ending June 30, 2014,2016, and to authorize the Board of Director’sDirector's to fix the firm’sfirm's remuneration, will require the affirmative vote of a majority of the votes cast.cast at the meeting.  For the purposes of this vote, votes to abstain will have the same effect as votes against the proposal. Broker non-votes will have no effect on the vote on such proposal.


(3)4.Approve the Amended and Restated Stock Option Plan

Disinterested Shareholder Approval, as defined in this document, of an amendment to the Company’s Plan to increase the authorized number of options exercisable to acquire Shares of the Company authorized to be issued to 37,500,000 from 32,500,000 will require the affirmative vote of a majority of the votes cast. This proposal will require the affirmative vote of a majority of the votes cast. For purposes of this vote, votes to abstain will have the same effect as votes against.

(4)            Ratify and Approve the Company completing a private placement of Subscription Receipts where the number of Shares and share purchase warrants issuable on exercise of the Subscription is likely to exceed 25% of the current outstanding Share capital and where the purchase price of the Shares may be sold at a discount to market price

The proposal to ratify and approve completing the private placement of Subscription Receipts requires an affirmative vote of the majority of votes cast. For purposes of this vote, votes to abstain will have the same effect as votes against.

(5)Approve an advisory vote on executive compensation

The proposal to approve executive compensation is a non-binding resolution.  The proposal will pass with an affirmative vote received by theof a majority of the votes cast.cast at the meeting.  For purposes of this vote, votes to abstain will have the same effect as votes against.

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(6)Approve an advisory vote determining the frequency of future executive compensation advisory votes

The proposal to determine the frequency of advisory votes on executive compensation is a non-binding resolution. The proposal will pass with an affirmative vote received by the majority

Other Matters

As of the votes cast. For purposesdate of this vote, votes to abstainproxy statement, we know of no matters other than those set forth herein that will be presented for consideration at the Meeting. If any other matter or matters are properly brought before the Meeting or any adjournment thereof, the persons named in the accompanying proxy will have the same effect as votes against.

Voting of Proxies

discretionary authority to vote, or otherwise act, with respect to such matters in accordance with their judgment.


VOTING OF PROXIES

A shareholder has the right to appoint a person or Company (who need not be a shareholder of the Company), other than the persons designated in the accompanying form of proxy, to represent the shareholder at the Meeting.
Such right may be exercised by inserting the name of such person or Company in the blank space provided in the proxy or by completing another proper form of proxy. Shares of ourYour Shares will be voted in accordance with the instructions contained in the proxies. Your shares will be voted or withheld from voting in accordance with your instructions on any ballot that may be called for and, if you specify a choice with respect to any matter to be acted upon, your shares will be voted accordingly.   If you return a signed proxy card without indicating your vote, your shares will be voted in the following manner:  FOR the election of persons put forth in this proxy to serve on the Board; FOR the approval of the Stock Option Plan Resolution; FOR the ratification of the appointment of MNP LLP, Chartered Accountants, as the Company’sCompany's independent registered public accounting firm for the fiscal year ending June 30, 20132016 and to authorize the Board of Directors to fix the firm’sfirm's remuneration; FOR the approval of the amendment to the Company’s Amended and Restated Stock Option Plan that increases the number of options for Shares of the Company authorized to be issued.

TO approve by an advisory vote on executive officer compensation.


Revocability of Proxies – How to Vote

The grant of a proxy on the enclosed proxy card does not preclude a stockholder from voting in person.  You may revoke a proxy at any time prior to your proxy being voted:  (1) by delivering to our President & Chief Executive Officer, prior to the Meeting, a written notice of revocation bearing a later date or time than the proxy; (2) by timely delivery of a valid, later dated proxy; or (3) by attending the Meeting and voting in person.

Attendance at the Meeting will not by itself constitute revocation of a proxy.  If an adjournment occurs, it will have no effect on the ability of stockholders of record as of the record date to exercise their voting rights or to revoke any previously delivered proxies.  We do not expect to adjourn the meeting for a period of time long enough to require the setting of a new record date.


If your shares are registered directly in your name with our transfer agent, EmpireContinental Stock Transfer Inc.,& Trust Company, you are considered, with respect to those shares, the “stockholder"stockholder of record.”"  The Notice of Annualnotice and Special Meeting of Stockholders, Proxy Statement, Annual Report on Form 10-K and proxy card haveaccess notification has been sent directly to you on the Company’sCompany's behalf at the address on file with EmpireContinental Stock Transfer Inc.

& Trust Company, which will contain information on how to obtain electronic and paper copies of the Meeting Materials in advance of the Meeting.


If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner”"beneficial owner" of shares held in street name.  The following documents havenotice and access notification has been forwarded to you by your broker, bank or other holder of record who is considered, with respect to those shares, the shareholder of record: Noticerecord. The notice and access notification will contain information on how to obtain electronic and paper copies of Annual and Specialthe Meeting Materials in advance of Stockholders, Proxy Statement, Annual Report on Form 10-K and proxy card.the Meeting.  As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instruction card included in the mailing.

SOLICITATION OF PROXIES


Solicitation Of Proxies
This year, the Company has decided to deliver its meeting materials, which includes the proxy statement (the "Meeting Materials"), to Stockholders by posting them on a website (http://www.energizerresources.com/investors/agm-data, which website, apart from the Meeting Materials, is not incorporated into this Proxy). The use of this delivery method is more environmentally friendly as it helps reduce paper use and it will also reduce the Company's printing and mailing costs.  The Meeting Materials will be available on the website as of November 12, 2015, and will remain on there for one year thereafter. The Meeting Materials will also be available on SEDAR (www.sedar.com). All Stockholders will receive a notice and access notification, which will contain information on how to obtain electronic and paper copies of the Meeting Materials in advance of the Meeting.   Please see the section entitled "Notice and Access" below for further information.

The Company will pay the cost of solicitation of proxies on behalf of the Board.  In addition to mail, proxy solicitation may be made through other means, including by telephone, facsimile and personal interview by our officers, directors and employees.Weemployees.  We will, upon request, reimburse banks, brokers, nominees and other record holders for their reasonable expenses in sending soliciting material to stockholders.Stockholders should not send stock certificates with their proxy cards.


The Company does not intend to pay for an intermediary to deliver to Objecting Beneficial Owners, or “OBOs”"OBOs" (within the meaning of such term under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“ ("NI 54-101”")), the proxy-related materials and Form 54-101F7, and therefore OBOs will not receive the materials unless their intermediary assumes the costs of delivery.

NOTICE AND ACCESS

In November 2012, the Canadian Securities Administrators announced the adoption of regulatory amendments to securities laws governing the delivery of proxy-related materials by public companies. These amendments came into effect on February 13, 2013 under NI 54-101 and National Instrument 51 102 – Continuous Disclosure Requirements.

STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This proxy statement contains forward-looking statements within the meaning As a result, public companies are now permitted to advise their shareholders of the Private Securities Litigation Reform Actavailability of 1995. These forward-looking statements relate to the financial condition, results of operations, cash flows, financing plans, business strategies, capital and other expenditures, competitive positions, growth opportunities for existing products, plans and objectives of management and other matters. Statements in this document that are not historical facts are identified as forward-looking statements for the purposeall proxy-related materials on an easily accessible website, rather than mailing physical copies of the safe harbor provided by Section 21E ofmaterials.


On March 29, 2012, the Securities Exchange Act of 1934, as amended, or the Exchange Act and Section 27A of the Securities Act of 1933, as amended, or the Securities Act.

When we use the words "anticipate," "estimate," "project," "intend," "expect," "plan," "believe," "should," "likely" and similar expressions, we are making forward-looking statements. These forward-looking statements are found at various places throughout this proxy statement and any other documents we incorporate by reference in this proxy statement. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events. These forward-looking statements, including statements relating to future business prospects, revenues, working capital, liquidity, capital

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needs and income, wherever they occur in this proxy statement, are estimates reflecting judgment. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in this proxy statement and those discussed from time to time in our Securities and Exchange Commission or SEC, reports, including ourpublished the Notice of Internet Availability of Proxy Materials (amended from the 2007 rule). The rule provided that a corporation may now post searchable and printable copies of its regulatory shareholder documents and proxy materials on a public website; a corporation must then mail its shareholders at least 40 days prior to its annual report on Form 10-K formeeting informing them where and how they can access the year ended June 30, 2013 filed with the SEC on September 26, 2013information; a corporation must mail a printed copy of all materials to a shareholder that requests one, and our filed quarterly reports on Form 10-Q. You should read and consider carefully the information about these and other risks set forth under the caption "Risk Factors" in such filings.

Voting Securities and Principal Holders Thereof

The authorized share capitalthis must be mailed within three business days of the request; and that corporations can solicit and store a shareholder's future regulatory communication preferences.


The Company consistshas decided to deliver the Meeting Materials to Stockholders by posting the Meeting Materials on a website (http://www.energizerresources.com/investors/agm-data). The Meeting Materials will be available on the website as of 450,000,000 Shares withNovember 12, 2015, and will remain on the website for one full year thereafter. The Meeting Materials will also be available on SEDAR at www.sedar.com on approximately November 12, 2015.

The Company has decided to mail paper copies of the Meeting Materials to those registered shareholders and Non-Registered Holders who had previously elected to receive paper copies of the Company's Meeting Materials. All other Stockholders will receive a par valuenotice and access notification, which will contain information on how to obtain electronic and paper copies of $0.001 per Common Share. Asthe Meeting Materials in advance of the Meeting.  Stockholders may request paper copies of the Meeting Materials be sent to them by postal delivery. These copies are available at no cost to Stockholders and such requests may be made up to one year from the date hereof, 192,554,321 Sharesthe Meeting Materials are issued and outstanding, eachposted on the website described above.  Stockholders may request paper copies of which carries the right to one vote on all matters that may comeMeeting Materials in advance of the Meeting by contacting TMX Equity Transfer Services Inc. at 1-866-393-4891 ext. 205. If a request for paper copies of the Meeting Materials is made before the Meeting. ToMeeting, the knowledgematerials will be sent to the requesting Stockholder within three business days of the directors and executive officersrequest. Stockholders that wish to receive paper copies of the Company, no person or Company beneficially owns, or controls or directs, directly or indirectly, Common Shares carrying in excess of 10% ofMeeting Materials before the voting rights attacheddeadline and the Meeting date should ensure their request is received no later than five business days before the date that is 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) prior to all outstanding Shares of the Company.

Meeting.


PROPOSAL 1 - ELECTION OF DIRECTORS

Nominees

The following table sets forth the name, age and position of each executive officer and director the Company as at October 1, 2013. Directors of the Company hold their offices until the next annual meeting of the Company’s shareholders or until their successors have been duly elected and qualified or until their earlier resignation, removal of office or death. Executive officers of the Company are appointed by the Board of Directors (the “Board”) to serve until their successors are elected and qualified.There are no family relationships between any director or executive officer of the Company.

 

 

 

Name

 

 

 

Age

 

 

 

Position

 

 

 

Principal Occupation

 

 

Director Since

# of Voting Securities Beneficially Owned, or Controlled or Directed, Directly or Indirectly(1)

V. Peter Harder

(Manotick, Canada)

61Director, Chairman of the Board of DirectorsSenior Policy Advisor-DentonsJuly 2009350,000

Richard E. Schler

(Toronto, Canada)

60Director, Chief Executive OfficerMining ExecutiveApril 20064,130,000

Craig Scherba

(Oakville, Canada)

41Director, President and Chief Operating OfficerProfessional GeologistJanuary 2010Nil

John Sanderson

(Vancouver, Canada)

78Director, Vice-Chairman of the Board of DirectorsLawyer and arbitratorJanuary 2009250,000

Quentin Yarie

(Toronto, Canada)

48DirectorProfessional GeologistDecember 2008325,000

Johann de Bruin

(Pretoria, South Africa)

43DirectorProfessional Engineer, Partner-DRA Mineral ProjectsFebruary 2012300,000

Albert A. Thiess, Jr.

(Bluffton, USA)

66DirectorRetired, Certified Public Accountant (CPA)May 2012100,000

The information as to principal occupation and shares beneficially owned, or controlled or directed, directly or not directly, not being within the knowledge of the Company, has been furnished by the respective nominees.


Under recent amendments to applicable TSX rules, listed issuers must elect directors annually, elect directors individually, publicly disclose the votes received for the election of each director by news release, disclose in materials sent to security holders if they have adopted a majority voting policy for uncontested director elections and if not, to explain their practices for electing directors, and why they have not adopted a majority voting policy.

The Company’sCompany's practice is to hold annual elections for directors and at meetings of shareholdersstockholders called for this purpose, eachpurpose.  Each director is elected individually in accordance with TSX rules.individually. The Company will disclose the votes each nominee for election receives by way of press release in Canada and Form 8-K in the USA. The Company has not adopted a majority voting policy for uncontested elections as the number of withheld votes received by director nominees has not been a significant issue for the Company in the past and has not been determined to be an issue affecting the governance of the Company or the interests of the Company’sCompany's stakeholders. However, theThe Company is reviewingfrequently reviews its policies in this regard and will revise and institute such a policy if the Board of Directors determines it is in the best interests of the Company to do so.


The following table sets forth the name, age and position of nominated directors of the Company as at November 2, 2015. Directors of the Company hold their offices until the next annual meeting of the Company's Stockholders or until their successors have been duly elected and qualified or until the earlier of resignation, removal of office or death.

Executive officers of the Company are appointed by the Board to serve until their successors are elected and qualified. There are no family relationships between any director or executive officer of the Company.

NameAge
Company
Position
Principal
Occupation
Director Since
 
# of Voting Securities Beneficially Owned, or Controlled or Directed, Directly or Indirectly (3)
 
V. Peter Harder(1)
(Manotick, Canada)
 
63Director, Chairman of the Board of DirectorsSenior Policy Advisor-Dentons
July
2009
3,150,000
John Sanderson(1)
(Vancouver, Canada)
 
80Director, Vice-Chairman of the Board of DirectorsLawyer and arbitratorJanuary 20091,700,000
Craig Scherba(2)
(Oakville, Canada)
 
43Director, President & Chief Executive OfficerPresident & CEO of the CompanyJanuary 20103,900,000
Quentin Yarie(2)
(Toronto, Canada)
50DirectorPresident & CEO of Red Pine Exploration Inc. and Honey Badger Exploration Inc. and President of MacDonald Mines Exploration Inc.December 20083,100,000
Robin Borley(2)
(Johannesburg, South Africa)
47Director, Senior Vice President – Mine DevelopmentSVP-Mine Development of the CompanyDecember 2013850,000
Albert A. Thiess, Jr. (1)
(Bluffton, USA)
 
68DirectorRetired, U.S. Certified Public Accountant (CPA)May 2012725,000
Dean Comand (1)
(Ancaster, Canada)
 
49DirectorProfessional Engineer. Consultant - mining and energy sectorsOctober 2014400,000
Dalton Larson (1)
(Surrey, Canada)
 
75DirectorLawyer and arbitratorOctober 20141,300,000
(1) Messrs. Harder, Sanderson, Thiess Jr., Comand and Larson are independent of the Company.
(2) Messrs. Scherba, Yarie, and Borley are not independent directors on account of their executive office position with the Company
(3) The information as to principal occupation and shares beneficially owned, or controlled or directed, directly or not directly, not being within the knowledge of the Company, has been furnished by the respective nominees.

V. Peter Harder, LL.D, M.A., B.A. (Hons) (Manotick, Canada):  Mr. Harder was appointed Chairman of the Board of Directors during September 2013 and has served as a director of our Company since July 2009. He is a Senior Policy Advisor to Denton Canada (“Dentons”("Dentons"), a Canadian national law firm and international affiliation.  Prior to joining Dentons, Mr. Harder was a long-serving Deputy Minister in the Government of Canada. First appointed a Deputy Minister in 1991, he served as the most senior public servant in a number of federal departments including Treasury Board, Solicitor General, Citizenship and Immigration, Industry and Foreign Affairs and International Trade. At Foreign Affairs, Mr. Harder assumed the responsibilities of the Personal Representative of the Prime Minister to three G8 Summits (Sea Island, Gleneagles and St. Petersburg).  Mr. Harder is also a director of Power Financial Corporation (TSX: PWF), IGM Financial Corporation (TSX: IGM), Telesat Canada, Northland Power Inc. (TSX: NPI), Timberwest Forest Company and Magna International Inc. (TSX: MG, NYSE: MGA).  In 2008, Mr. Harder was elected the President of the Canada China Business Council (CCBC).

6

Richard E. Schler, MBA (Toronto,John Sanderson, Q.C. (Vancouver, Canada):  Mr. SchlerSanderson has been the Company's Vice Chairman of the Board since October 2009 and a director of our Company since January 2009. Mr. Sanderson was appointed Chief Executive Officer during September 2013 and since April 2006 has held senior positions withChairman of the Board of the Company includingfrom January 2009 to September 2009. Mr. Sanderson is a chartered mediator, chartered arbitrator, consultant and lawyer called to the rolesbar in the Canadian provinces of Chief Operating OfficerOntario and Chief Financial Officer.British Columbia.  Mr. Schler has been a director since April 2006. Mr. Schler also currently servesSanderson's qualifications to serve as a director include his many years of legal and Chief Executive Officer of MacDonald Mines Exploration Ltd., Honey Badger Exploration Inc.mediation experience in various industries.  Mr. Sanderson is a Queen's Counsel (Q.C.).  He has acted as mediator, facilitator and Red Pine Exploration Inc, all of which are resource exploration companies tradingarbitrator across Canada, and internationally, in numerous commercial transactions, including insurance claims, corporate contractual disputes, construction matters and disputes, environmental disputes, inter-governmental disputes, employment matters, and in relation to aboriginal claims.  He has authored and co-authored books on the Toronto Venture Stock Exchange. Before joining these companies, Mr. Schler held various senior management positions with noted corporations. He has over 25 yearsuse and value of experiencedispute resolution systems as an alternative to the courts in the manufacturing sectormanaging business and has an engineering background. Mr. Schler is experienced in financial management and business operations and has been successful in raising funds in the capital markets.

legal issues.


Craig Scherba, P.Geol. (Oakville, Canada):  Mr. Scherba was appointed as our President and Chief OperatingExecutive Officer during September 2012in August 2015 and has served as a director duringsince January 2010. Mr. Scherba served as President and Chief Operating Officer from September 2012 to August 2015 and Vice President, Exploration of the Company from January 2010 to September 2012. Mr. Scherba has been a professional geologist (P. Geol.) since 2000, and his expertise includes supervising large Canadian and international exploration.  Mr. Scherba also serves as Vice President, Exploration of MacDonald Mines Exploration Ltd, Red Pine Exploration Inc. and Honey Badger Exploration Inc which is aare resource exploration company trading on the TorontoTSX - Venture Stock Exchange.  In addition, Mr. Scherba was professional geologist with Taiga Consultants Ltd. (“Taiga”("Taiga"), a mining exploration consulting company from March 2003 to December 2009.  He was a managing partner of Taiga between January 2006 and December 2009. Mr. Scherba has been a professional geologist (P. Geol.) since 2000, and his expertise includes supervising large Canadian and international exploration. Mr. Scherba was an integral member of the exploration team that developed Nevsun Resources’Resources' high grade gold, copper and zinc Bisha project in Eritrea. While at Taiga, Mr. Scherba served as the Company's Country and Exploration Manager in Madagascar during its initial exploration stage.

John Sanderson Q.C. (Vancouver, Canada): Mr. Sanderson has been the Company’s Vice Chairman of the Board since October 2009 and a director of our Company since January 2009. Mr. Sanderson is a mediator, arbitrator, consultant and lawyer called to the bar in the Canadian provinces of Ontario and British Columbia. Mr. Sanderson’s qualifications to serve as a director include his many years of legal and mediation experience in various industries. He has acted as mediator, facilitator and arbitrator in British Columbia, Alberta, Ontario and the Northwest Territories, in numerous commercial transactions, including insurance claims, corporate contractual disputes, construction matters and disputes, environmental disputes, inter-governmental disputes, employment matters, and in relation to aboriginal claims. He is a member of mediation and arbitration panels with the British Columbia Arbitration and Mediation Institute, the British Columbia International Commercial Arbitration Centre & Mediate BC.


Quentin Yarie, P.Geol.P.Geo. (Toronto, Canada)::  Mr. Yarie has served as a director of theour Company since December 2008. Mr. Yarie is an experienced geophysicist and a successful entrepreneur with over 20 years’25 years' experience in mining and environmental/engineering.  Mr. Yarie has project management and business development experience as he has held positions of increasing responsibility with a number of Canadian-based geophysical service providers. He is currently CEO and President of Red Pine Exploration Inc, and Honey Badger Exploration Inc. and President of MacDonald Mines Exploration Inc.  From January 2010, Mr. Yarie is currentlywas Senior Vice President and Chief Operating Officer ofExploration for MacDonald Mines Exploration Ltd, Red Pine Exploration Inc. and Honey Badger Exploration Inc.,Inc all listed on the TSX-Venture Exchange headquartered in Toronto, Venture Stock Exchange.Canada.  From October 2007 to December 2009, Mr. Yarie was a business development officer with Geotech Ltd, a geo-physicalgeophysical airborne survey company. From September 2004 to October 2007, Mr. Yarie was a senior representative of sales and business development for Aeroquest Limited. From 1992-2001, he was a partner of a specialized environmental and engineering consulting group where he managed a number of large projects including involvement withthe ESA of the Sydney Tar Ponds, the closure of the Canadian Forces Bases in Germany and the Maritime and Northeast Pipeline project.


Johann de Bruin, Pr. Eng (Pretoria,Robin Borley (Johannesburg, South Africa): Mr. de Bruin, Pr. Eng,Borley was appointed a Directorour Senior Vice President ("SVP") of Mine Development during February 2012.December 2013.  Mr. de BruinBorley is a Graduate mining engineering professional and a certified mine manager with more than 25 years of international mining experience building and operating mining ventures. He has held senior management positions both internationally and within the South African mining industry. Until October 2014, Mr. Borley served as Mining Director offor DRA Mineral Projects with a 15-year track record of bringing numerous greenfield mining projects throughout Africa to feasibility. He currently leads the initiative of business development in Africa for DRA and has actedProjects.  In addition, Mr. Borley was instrumental as the primary liaison between DRACOO of Red Island Minerals in a developing a Madagascar coal venture. His diverse career has spanned resource project management, evaluation, exploration and mine development. Robin has completed several mine evaluations including operational and financial evaluations of new and existing operations across a diverse range of resource sectors. He has experience in the Company overmanagement of underground and surface mining operations from both the past four years. Mr. de Bruin brings considerable insightcontractor and skill into evolvingowner miner environments. From 2006 through to 2012, Robin participated in the infrastructure components associated with new projectsBEE management buy-out transaction of the Optimum Colliery mining property from BHP, through its independent listing and its ultimate sale to Glencore in developing countries.

December 2012.

Albert A. Thiess, Jr. (Bluffton, United States of America)America):  Mr. Thiess was appointed a Director during May 2012.  Mr. Thiess brings over 35 years of accounting, finance and management experience to the Company.  Mr. Thiess served as an audit partner in Coopers & Lybrand, LLP and with PricewaterhouseCoopers LLP following the merger of those firms in 1998.  He served clients in the automotive, banking, retail and manufacturing industries, as well as serving as the Managing Partner of the Detroit, Michigan and Los Angeles, California offices.  He also was elected to the Governing Council of Coopers & Lybrand.  Following the merger with PricewaterhouseCoopers, Mr. Thiess managed various global functions for the newly merged firm.

Recommendation


Dean Comand P. Eng, CET MMP CDir. (Ancaster, Canada): Mr. Comand is a Mechanical Engineer and holds his P. Eng designation in the province of Ontario as well as designation as a Certified Engineering Technologist. He earned his Maintenance Manager Professional Designation (MMP) license in 2006 and his Charter Director designation (CDir) in 2012.  Mr  Comand is currently the President and Chief Executive Officer of Hamilton Utilities Corporation and continues to provide strategic advice to numerous clients around the world in the mining and energy sectors From 2009 – 2014, Mr. Comand worked for Sherritt International as Vice President of Operations of Ambatovy, a large scale nickel project in Madagascar.  He successfully led the construction and commissioning of Ambatovy, and led the operations to commercial production. He has extensive business and financial acumen in large-scale energy, power, and mining industries. He has consistently held senior positions in operations, business, project development, environmental management, maintenance, and project construction.  He has managed a variety of complex operations, including one of the Boardworld's largest mining facilities, industrial facilities, numerous power plants, renewable energy facilities and privately held municipal water treatment facilities across Canada and the United States.

Dalton Larson (Surrey, Canada):  Mr. Larson is a Canadian attorney with more than 35 years as a member of Directors

the Law Society of British Columbia. He commenced practice as a member of the Faculty of Law, University of British Columbia, subsequently becoming a partner of a major Vancouver Law firm, now McMillan LLP.  Currently, he maintains a private practice along with a vigorous investment business. He is a recognized expert in alternate dispute resolution and has extensive experience as a professional arbitrator and mediator. He has three degrees, including a Masters Degree in law from the University of London, England.  His business activities include more than 25 years as a director of several investment funds managed by the CW Funds group of companies, affiliated with Ventures West Management Inc., which is one of the largest venture capital firms in Canada. The CW Funds raised and invested in a wide variety of businesses totalling more than $130 million, primarily from overseas investors. In that period he served as Chairman of the board of directors of a Philippine ethanol company. He was the founding shareholder of the First Coal Corporation, which raised in excess of $65 million in equity to finance its development activities and started operations in 2014.  This company was sold to Xstrata in excess of $150 million.


Cease Trade Orders or Bankruptcies

Except as stated below, no proposed director of the Company:  (1) is, as at the date hereof, or has been, within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Company) that: (a) was subject to: a cease trade order; an order similar to a cease trade order; or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (collectively, an "Order") that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (2) is, as at the date hereof, or has been within 10 years before the date hereof, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (3) has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Penalties or Sanctions

As at the date hereof, no proposed director of the Company has been subject to:  (1) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (2) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.
The Board recommends a vote FOR the election of each of the nominees.

STATEMENT



PROPOSAL 2 - APPROVAL OF CORPORATE GOVERNANCE PRACTICES

Corporate Governance

In accordance with National Instrument 58-101 –DisclosureTHE STOCK OPTION PLAN RESOLUTION


The policies of Corporate Governance Practices (“NI 58-101”),the TSX require that shareholders of the Company approve all incentive stock option plans.

At the present time, the Company has a fixed stock option plan that was originally adopted in 2006 and under its terms is requiredset to disclose annually its corporate governance practices.expire in March 2016 (the "Previous Plan").  The Board and management consider good corporate governanceexisting stock option plan has been amended several times since inception to, be central toamong other things, increase the effective and efficient operationavailable stock options issuable under the terms of the Company.

Previous Plan.  Most recently, the stockholders amended the Previous Plan in December 2014 to permit the issuance of up to 43,000,000 options under the Previous Plan.  The Company is not seeking to increase the number of options available under the stock option plans or to make changes to any issued and outstanding options.

Shareholders are being asked to consider and, if thought advisable, pass an ordinary resolution as set out below to approve an amended stock option plan (the "Stock Option Plan"), substantially in the form as attached as Appendix B hereto, which is substantially in the form of the Previous Plan, with or without variation, and to authorize the Board to make any amendments thereto that may be required for the purpose of obtaining any necessary regulatory approvals (the "Stock Option Plan Resolution").

BE IT RESOLVED THAT:
7(1)the Stock Option Plan as more particularly described in the management information circular dated November 2, 2015 is hereby ratified and approved, subject to regulatory approval and such changes, additions or alterations thereto as the board of directors of the Company may approve on advice of counsel; and
(2)any one director or officer of the Company be authorized for and on behalf of the Company to execute and deliver such documents and instruments and to take all such other actions as such director or officer may determine necessary or desirable to implement the foregoing resolutions and the matters authorized herein, such determination to be conclusively evidenced by the execution and delivery of such documents and instruments or the taking of such actions.

The Board is committed to sound corporate governance practices, which are both in the interest of its shareholders and contribute to effective and efficient decision making. The Board is


A copy of the view that the Company’s approachStock Option Plan is attached to corporate governancethis circular and is appropriate for current sits size and resources, but will monitor its approach as it progresses in its business plans. The Company will periodically monitor and refine such practices as the size and scope of its operations increase. The Board regularly reviews, evaluates and modifies its governance programalso available to ensure it is of the highest standard. The Board is satisfied that the Company’s governance plan is consistent with legal and stock exchange requirements.

Directorships

The following directorsany shareholder of the Company are presently directorsat or prior to the Meeting upon request to the Secretary of the Company. If shareholders approve the Stock Option Plan, no additional option grants will be made under the Previous Plan.


Summary of the Stock Option Plan.

The following other issuers thatis a brief summary of the Stock Option Plan (the "Plan"). Stockholders are reporting issuers, orencouraged to review the equivalent,entire Plan which is set forth in a Canadian or foreign jurisdiction:

NameName of Reporting IssuerExchangePosition
V. Peter Harder

Power Financial Corporation

IGM Financial Corporation

Telesat Canada, Northland Power Inc.

Timberwest Forest Company

Magna International Inc.

TSX

TSX

TSX

TSX

TSX/NYSE

Director

Director

Director

Director

Director

Richard Schler

MacDonald Mines Exploration Ltd

Honey Badger Exploration Inc.

Red Pine Exploration Inc.

TSX-V

TSX-V

TSX-V

Director

Director

Director

Craig ScherbaHoney Badger Exploration Inc.TSX-VDirector
John Sanderson

MacDonald Mines Exploration Ltd

Honey Badger Exploration Inc.

TSX-V

TSX-V

Chairman of the Board

Chairman of the Board

Quentin Yarie

MacDonald Mines Exploration Ltd

Red Pine Exploration Inc.

TSX-V

TSX-V

Director

Director

Johann de BruinNot applicable--
Albert A. Thiess, Jr.Not applicable--

“TSX-V” = Toronto Venture Stock Exchange, NYSE = New York Stock Exchange

Other Board Committees

The Company’s Board has established four committees: the Audit Committee, Special Advisors Committee, Disclosure Committee and Capital Projects Committee. The Company’s Board does not currently have any nominating, compensation, or committees not listed above. The entire Board performs the functions performed by those other committees. DueAppendix B to the sizeproxy statement.


The purpose of the Plan is to advance the interests of the Company, by providing an additional incentive to attract, retain and motivate highly qualified and competent persons who are key to the Company and upon whose efforts and judgment the success of the Company and its subsidiaries is largely dependent.  Eligibility of the Plan includes Employees, Consultants, Officers and Directors of the Company or any subsidiary.

Subject to adjustment in certain circumstances, the Company can issue up to 43,000,000 stock options under the Plan (which represents approximately 12% of the currently issued and outstanding shares of the Company) provided that the aggregate number of Shares issued to insiders of the Company within any 12-month period, or issuable to insiders of the Company at any time, under the Plan and any other security-based compensation arrangement of the Company, may not exceed 10% of the total number of issued and outstanding Common Shares of the Company at such time.  There are currently 35,165,000 options issued under the Plan of which 13,425,000 options are issued to existing insiders (which represents approximately 3.9% of the currently issued and outstanding shares of the Company) and 16,590,000 options are issued to former insiders (which represents approximately 4.8% of the currently issued and outstanding shares of the Company).

The Board (or a committee appointed by the Board) administers the Plan.   The Board, may designate an exercise price for stock options as the prior day closing price on a stock exchange to which the Company's shares trade.  To date, the Company has used the prior day U.S. dollar closing price as quoted on the OTCQX.  The exercise price of stock options in no event shall be less than the market price of the Company's shares underlying such option, on the date such option is granted (110% of market price in the case of a 10% holder).   Subject to the policies of the TSX, the Board may determine the granting of the options, the exercise price of the options, and vesting schedule and any terms and conditions attaching to such options.  Stock options may be issued for a period of up to 10 years and are non-transferrable in the ordinary course.  If and for so long as the Shares are listed on the TSX (i) the aggregate number of Shares issued to insiders of the Company within any 12-month period, or issuable to insiders of the Company at any time, under the Plan and any other security-based compensation arrangement of the Company, may not exceed 10% of the total number of issued and outstanding Common Shares of the Company at such time;  (ii) the maximum aggregate number of Shares that may be reserved under the Plan for issuance to any one individual in any 12 month period shall not exceed 5% of the issued and outstanding Shares at the time of grant,  unless the Company has determined that it is not currently appropriateobtained disinterested shareholder approval for such committeesan issuance; (iii)  the maximum aggregate number of Shares that may be reserved under the Plan or other share compensation arrangements of the Company for issuance to any one consultant during any 12 month period shall not exceed 2% of the issued and outstanding Shares at the time of grant;  (iv) the maximum aggregate number of Shares that may be reserved under the Plan or other share compensation arrangement of the Company for issuance to persons who are employed in investor relations activities during any 12 month period shall not exceed 2% of the issued and outstanding Shares at the time of grant; and (v) the Board shall, through the establishment of the appropriate procedures, monitor the trading in the securities of the Company by all optionees performing investor relations activities.

Unless otherwise expressly provided in any option agreement, and subject to any applicable limitations contained in the Plan, the unexercised portion of any Option shall automatically and without notice immediately terminate and become forfeited, null and void at the time of the earliest to occur of the following: (i) the expiration of a period not to exceed one year (such period to be established.

Audit Committee and its Compensation

The following directors serve ondetermined by the Audit Committee, all of whom are independent as per the independence standards of the NYSE Amex in the United States of America and the standards of NI 58-101 in Canada: John Sanderson, V. Peter Harder and Albert A. Thiess Jr., all of whom are financially literate (see biographies under “Nominees” section above). Each are independent directors as they do not have involvement in the day-to-day operations of the Company. The audit committee is a key component of the Company’s commitment to maintaining a higher standard of corporate responsibility.

The audit committee assists our Board in its oversightsole discretion) after the date on which the optionee's employment is terminated for any reason other than by reason of (a) cause, (b) the termination of the company’s accounting and financial reporting processes and the audits of the company’s financial statements, including (i) the quality and integrity of the company’s financial statements, (ii) the company’s compliance with legal and regulatory requirements, (iii) the independent auditors’ qualifications and independence and (iv) the performance of the company’s internal audit functions and independent auditors, as well as other matters which may come before it as directed by the board of directors. Further, the audit committee, to the extent it deems necessary or appropriate, among its several other responsibilities, shall:

·be responsible for the appointment, compensation, retention, termination and oversight of the work of any independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company;
·discuss the annual audited financial statements and the quarterly unaudited financial statements with management and, if necessary the independent auditor prior to their filing with the SEC in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q;
·review with the company’s financial management on a periodic basis (a) issues regarding accounting principles and financial statement presentations, including any significant changes in the company’s selection or application of accounting principles, and (b) the effect of any regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the company;
·monitor the Company’s policies for compliance with federal, state, local and foreign laws and regulations and the Company’s policies on corporate conduct;
8
·maintain open, continuing and direct communication between the board of directors, the committee and both the company’s independent auditors and its internal auditors; and
·monitor our compliance with legal and regulatory requirements, with the authority to initiate any special investigations of conflicts of interest, and compliance with federal, state and local laws and regulations, including the Foreign Corrupt Practices Act.

Orientation and Continuing Education

The Company does not provide a formal orientation and education program for new directors. New directors are given an opportunity to familiarize themselvesoptionee's employment with the Company by visitingsuch optionee following less than 60 days' prior written notice to the Company of such termination, (c) a mental or physical disability, or (d) death; (ii) immediately upon (a) the termination by the Company of the optionee's employment for cause, or (b) an improper termination; (iii) the later of (a) the expiration of a period not to exceed one year (such period to be determined by the Board in its sole discretion) after the date on which the optionee's employment is terminated by reason of a mental or physical disability, or (b) one year after the date on which the optionee shall die if such death shall occur during such period; (iv) one year after the date of termination of the optionee's employment by reason of death of the employee;  or (v) the expiration date of the Option established on the date of grant and set forth in the option agreement. Upon termination of optionee's employment any Option (or portion thereof) not previously vested or not yet exercisable pursuant to the terms of the Plan shall be immediately cancelled.


Under the terms of the Plan, the Board is permitted to make certain adjustments or modifications to the Plan and any Option that may have been issued under the Plan.  Notwithstanding the amendment provisions included in the Plan, the following may not be amended without approval of security holders:  (a) reduction in the exercise price or purchase price benefiting an insider of the Company; (b) any amendment to remove or to exceed the insider participation limit; (c) an increase to the maximum number of securities issuable, either as a fixed number or a fixed percentage of the listed issuer's outstanding capital represented by such securities; and (d) amendments to an amending provision within a security based compensation arrangement.

The Board may grant stock appreciation rights in tandem with options that have been or are granted under the Plan.  A stock appreciation right shall entitle the holder to receive in cash, with respect to each share as to which the right is exercised, payment in an amount equal to the excess of the share's fair market value on the date the right is exercised over its fair market value on the date the right was granted.  To date no stock appreciation rights have been granted.

The Plan shall terminate in November 2026.  All options issued under the Plan shall remain outstanding and continue to be governed by the terms and conditions of the Plan notwithstanding the termination of the Plan.

The Plan will only be effective upon approval by the shareholders. No options have been granted under the Plan. Because benefits under the Plan will depend on the Board's (or a committee thereof) actions and the fair market value of the Company's corporate offices, meeting withShares at various future dates, it is not possible to determine the benefits that will be received by executive officers and other directors, reviewingemployees if the rulesPlan is approved by shareholders.

The Plan is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended, and regulationsis not qualified under Code Section 401(a).

Information concerning awards under the Previous Plan is available in this Proxy Statement.

Federal Income Tax Consequences Relating to the Plan

The following is a brief description of the Federal income tax treatment that will generally apply to options granted under the Plan based on current Federal income tax rules.

Incentive stock options are options which under certain circumstances and subject to certain tax restrictions, have special tax benefits for employees under the Code. Nonqualified stock options are options which do not receive such special tax treatment.

When the Board (or a committee thereof) grants an incentive stock option and when the optionee exercises an incentive stock option and acquires Shares, the optionee realizes no taxable income. However, the difference between the fair market value of the shares upon exercise and the exercise price (the spread) is an item of tax preference subject to the possible application of the alternative minimum tax.

If the optionee disposes of the stock exchanges wherebefore two years from grant or one year from the Company’sexercise of the incentive stock option (a disqualifying disposition), any gain will be deemed compensation and taxed as ordinary income to the extent of the lesser of (i) the difference between the fair market value of the stock at exercise and the exercise price (the spread) or (ii) the difference, if any, between the sale price and the exercise price. If a disqualifying disposition occurs, the Company can claim a deduction equal to the amount treated as compensation. If one- and two-year holding periods are satisfied, any gain or loss realized when the shares are listed,sold will be treated as capital gain or loss, and reviewing the Company's by-lawsCompany will receive no corresponding tax deduction.

When the Board (or a committee thereof) grants a nonqualified stock option, the optionee realizes no taxable income and related documents. Moreover, new directors are invitedthe Company can claim no deduction. Upon exercise of a nonqualified stock option, the optionee realizes ordinary income to speak with the Company's solicitors, auditors and other service provider to become familiar with their legal responsibilities.

Ethical Business Conduct

The roleextent of the Boardspread, and the Company can claim a tax deduction for the same amount.


Special Rules: Special rules may apply in the case of individuals subject to Section 16(b) of the Exchange Act. In particular, unless a special election is made pursuant to overseeSection 83(b) of the conductCode, shares received pursuant to the exercise of an option may be treated as restricted as to transferability and subject to a substantial risk of forfeiture for a period of up to six months after the date of grant. Accordingly, the amount of any ordinary income recognized, and the amount of the Company's business, to set corporate policy and to supervise management, which is responsible totax deduction, may be determined as of the end of such period.

The Board recommends that the stockholders vote for the day-to-day conduct of business. However, given the sizeadoption of the Company, material transactions are addressed at the Board level. The Board discharges five specific responsibilities as part of its stewardship responsibility. These are:

·Strategic Planning Process: given the Company's size, the strategic plan is elaborated directly by management, with input from and assistance of the Board;
·Managing Risk: the Board directly oversees most aspects of the business of the Company and thus, does not require elaborate systems or numerous committees to effectively monitor and manage the principal risks of all aspects of the business of the Company;
·Appointing, Training, and Monitoring Senior Management: no elaborate system of selection, training and assessment of Management has been established, given the operations and size of the Company; however, the Board closely monitors Management's performance, which is measured against the overall strategic plan, through reports by and regular meetings with management;
·Communication Policy: it is and has always been the unwritten policy of the Board to communicate effectively with its shareholders, other stakeholders, and the public generally through statutory filings and mailings, as well as news releases; the shareholders are also given an opportunity to make comments or suggestions at shareholder meetings; these comments and suggestions are then factored into the Board's decisions; and
·Ensuring the integrity of the Company's Internal Control and Management Information System: given the involvement of the Board in operations, the reports from and the meetings with management, the Board can effectively track and monitor the implementation of approved strategies.

Special Advisory Committee

The Company has establishedStock Option Plan Resolution. In order to be approved, this resolution must be approved by not less than a special advisory committee to help oversee its project in Madagascar. The Special Advisory Committee consists of Robin Borley, Kirk McKinnon, Anthony G. Toldo and Marc Hein LL.D. The purpose of this committee is to assist the Company in securing financing and strategic partners for the development of the Madagascar properties, including liaison with governmental and regulatory bodies in Madagascar.

Disclosure Policy and Disclosure Committee

During fiscal 2010, the Board adopted a Disclosure Policy and created a Disclosure Policy Committee. This committee consists of the Chairman, the Chief Executive Officer, the President, the Chief Financial Officer and the Senior Vice President of Corporate Development. The majority of the Committee must approve all disclosure made by the Company with such majority being made up of at least two directors. The objective of the Disclosure Policy is to ensure that communications with the investing public are timely, factual and accurate, and broadly disseminated in accordance with all applicable legal and regulatory requirements. The Disclosure Policy extends to all employees of the Company, its Board, those authorized to speak on its behalf and all other insiders. It covers disclosures in documents filed with securities regulators, financial and non-financial disclosure, including management's discussion and analysis, written statements made in the Company's annual and interim reports, news releases, letters to shareholders, presentations by senior management, information on the Company's web site and other electronic communications. It extends to oral statements made in meetings and telephone conversations with analysts and investors, media interviews, speeches and press conferences.

Capital Projects Committee

The Capital Projects Committee was formed in 2010 to advance the Madagascar. Currently, Richard Schler (Chairperson), Albert A. Thiess, Jr., Craig Scherba and Peter Liabotis are members of this committee.

The Board of Directors Relationship with Management

Both the Chief Executive Officer and President of the Company are members of the Board, as is usual in a company of this size. The Board feels that this is not an impediment to the proper discharge of its responsibilities. Interaction between management and the Board, inside and outside Board meetings, ensures that the Board is informed and the Board members' experience utilized by management. The Board remains cognizant to corporate governance issues and seeks to set up structures to ensure the effective discharge of its responsibilities without creating additional costs. The Board is committed to ensuring the Company’s long-term viability, and the well-being of its employees, consultants and of the communities in which it operates. The Board has also adopted a policy of permitting individual directors under appropriate circumstances to engage legal, financial or other expert advisorsvotes cast at the Company’s expense.

9
Meeting.

Nomination of Directors

The Board performs the functions of a nominating committee who appoints and assesses of directors. There are no specific criteria for Board membership. The Company seeks to attract and maintain directors with business expertise, and in particular, knowledge of mineral development, geology, investment banking, corporate law and finance. Nominations tend to be the result of recruitment efforts by management and directors, which are then presented to the Board for consideration.

Compensation and Assessment

The Board determines the compensation for the Company’s directors and officers, based on industry standards and the Company’s financial situation. Other than stock options granted to directors from time to time, directors currently do not receive any remuneration for their acting in such capacity. The Board assesses, on an annual basis, the contribution of the Board as a whole and each individual director, in order to determine whether each is functioning effectively. If prudent, changes are made.

Code of Ethics

The Company has adopted a code of business conduct and ethics that applies to its directors, officers, and employees, including its principal executive officers, principal financial officer, principal accounting officer, controller or persons performing similar functions. The Financial Code of Business Conduct was filed as Exhibit 14.1 to our Annual Report on Form 10-QSB for June 30, 2004 as filed on May 19, 2004.

Meetings of the Board and Committees

The Board and the Audit Committee each met either in person or by telephone three times during the 2013 fiscal year. Each director attended all the meetings of the Board, and each Audit Committee member attended all meetings of that committee.

Audit Committee Information

National Instrument 52-110 (“NI 52-110”) requires that certain information regarding the Audit Committee be included in the management information circular sent to shareholders in connection with the issuer’s annual meeting.

Audit Committee Charter

The full text of the charter of the Company’s Audit Committee is attached hereto as “Appendix A”.

Audit Committee Oversight

Since January 1, 2009, no recommendation of the audit committee to nominate or compensate an external auditor has been adopted by the Board.

Pre-approval Policies and Procedures

The Company has not yet adopted any specific policies or procedures for the engagement of non-audit services but such matters are the subject of review and pre-approval by the Audit Committee.

Compensation of Executives

Summary Compensation

The table below sets forth certain summary information concerning the compensation paid or accrued during each of our last three completed fiscal years to our principal executive officer and four other most highly compensated executive officers who received compensation over $100,000 for the fiscal year ended June 30, 2013 (collectively, the “Named Executive Officers”). This chart includes J.A. Kirk McKinnon who resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013:

 

 

 

 

 

Name and Principal Position

 

 

 

 

 

Fiscal Year

Salary
($)		Bonus
($)

Stock Awards
($)

NOTE 2

Option Awards ($)Non Equity Inventive Plan Compens-aton ($)Change in Pension Value and Non Qualified Deferred Compensation Earnings ($)

 

 

 

All Other Compens-ation
($)

NOTE 1

 

 

 

 

 

Total

($)

NOTE 1

J.A. Kirk McKinnon, Former CEO and Director2013268,360(5)00000380,118 (1)648,478(1)
2012248,207(4)00000739,062 (1)987,269(1)
2011261,810(3)000000261,810
          
Richard E. Schler, CEO and Director **2013197,008(5)00000280,428 (1)477,438(1)
2012201,407(4)00000557,033 (1)758,440(1)
2011189,490(3)000000189,490
          

Craig Scherba

President, COO and Director

2013130,000(5)00000134,700 (1)264,700(1)
2012105,214(4)00000260,035 (1)365,249(1)
201171,048(3)00000071,048
          
Brent Nykoliation, Senior Vice President2013190,009 (5)00000125,720 (1)315,729(1)
2012162,085(4)00000275,345(1)437,430(1)
201199,488 (3)00000099,488
          
Peter D. Liabotis, Chief Financial Officer2013171,500(5)0000098,780 (1)270,280(1)
2012168,764(4)00000247,975(1)416,739(1)
201167,309(3)00000067,309

** Mr. Schler was appointed Chief Executive Officer on September 19, 2013.

(1)The values in the “All Other Compensation” above do not represent a cash payment of any kind. Rather these values represent the calculated Black-Scholes theoretical value of granted options. It is important to note that these granted options may or may not ever be exercised. Whether granted options are exercised or not will be based primarily, but not singularly, on the Company’s future stock price and whether the granted options become “in-the-money”. If these granted options are unexercised or expire, the cash value or benefit to the parties noted above is $nil.

(2)    The amounts, if any, in the “Stock Awards” column of the “Summary Compensation” table have been calculated based upon the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 and there are no awards subject to performance conditions.

(3)      Consulting fees paid and accrued for the fiscal year ended June 30, 2011.

(4)Salary and/or consulting fees paid and accrued for the fiscal year ended June 30, 2012.

(5)    Salary and/or consulting fees paid and accrued for the fiscal year ended June 30, 2013.

Employment Agreements

The Company does not have an employment agreement or consulting agreement with Messrs. Schler, Scherba, Liabotis or Nykoliation. Each receives consulting fees and/or monthly salaries. Messrs. Scherba, Schler, Liabotis and Nykoliation receive approximately CAD$12,000 per month, although the compensation varies from month to month depending on various factors.

Outstanding Stock Options and Stock Appreciation Rights Grants

Outstanding stock options granted to Named Executive Officers (“NEO’s”) and Directors as at June 30, 2013 are as follows:

 Option Awards

 

 

 

 

Name

No. of Securities Underlying Unexercised
Options Exercisable (#)

No. of Securities Underlying
Unexercised Options

Unexercisable (#)

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
Option Exercise Price ($)
Option Expiration Date

J.A. Kirk McKinnon, ***

Former CEO and Director***

225,000

1,150,000

675,000

575,000

650,000

1,420,000

975,000

800,000

00

0.352

0.395

0.30

0.20

0.21

0.28

0.29

0.21

Sept 2, 2013

May 11, 2016

July 1, 2016

Oct 24, 2016

Dec 1, 2016

March 7, 2017

July 13, 2016

February 27, 2018

Richard E. Schler

CEO and Director

 

200,000

1,100,000

600,000

225,000

200,000

1,340,000

675,000

650,000

00

0.352

0.395

0.30

0.20

0.21

0.28

0.29

0.21

Sept 2, 2013

May 11, 2016

July 1, 2016

Oct 24, 2016

Dec 1, 2016

March 7, 2017

July 13, 2016

February 27, 2018

Craig Scherba,

President, COO and Director

250,000

350,000

200,000

200,000

400,000

750,000

00

0.395

0.30

0.20

0.21

0.28

0.21

May 11, 2016

July 1, 2016

Oct 24, 2016

Dec 1, 2016

March 7, 2017

February 27, 2018

Brent Nykoliation, Senior Vice President

 

400,000

450,000

200,000

200,000

350,000

700,000

00

0.395

0.30

0.20

0.21

0.28

0.21

May 11, 2016

July 1, 2016

Oct 24, 2016

Dec 1, 2016

March 7, 2017

February 27, 2018

Peter D. Liabotis, Chief Financial Officer

250,000

350,000

200,000

200,000

350,000

550,000

00

0.395

0.30

0.20

0.21

0.28

0.21

May 11, 2016

July 1, 2016

Oct 24, 2016

Dec 1, 2016

March 7, 2017

February 27, 2018

***Mr. McKinnon resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013.

The Company has no stock appreciation rights.

Outstanding Stock Awards at Year End

The outstanding equity awards as at June 30, 2013 are as follows:

NameStock awards
Number of shares or units of stock that have not vested (#)Market value of shares or units of stock that have not vested (#)Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)
 J.A. Kirk McKinnon, NEO***0000
 Richard E. Schler, NEO0000
 Craig Scherba, NEO0000
 Brent Nykoliation, NEO0000
 Peter D. Liabotis, NEO0000
       

***Mr. McKinnon resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013.

Options Exercises and Stocks Vested

Options exercised and stocks vested as at June 30, 2013 are as follows:

NameOption awardsStock awards
Number of Shares Acquired on Exercise (#)Value Realized on Exercise ($)Number of Shares
Acquired on Vesting (#)		Value
Realized on Investing ($)
J.A. Kirk McKinnon, NEO***0000
Richard E. Schler, NEO0000
Craig Scherba, NEO0000
Brent Nykoliation, NEO0000
Peter D. Liabotis, NEO0000

***Mr. McKinnon resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013.

12

Grants of Plan-Based Awards

Grants of plan-based awards are as follows:

NameGrant dateEstimated future payouts under non-equity incentive plan awardsEstimated future payouts under equity incentive plan awardsAll other stock awards: Number of shares of stock or units
(#)		All other option awards: Number of securities underlying options
(#)		Exercise or base price of option awards
($/Sh)		Grant date fair value of stock and option awards
Threshold
($)		Target
($)		Maximum
($)		Threshold
(#)		Target
(#)		Maximum
(#)
J.A. Kirk McKinnon, NEO***n/a0000000000
Richard E. Schler, NEOn/a0000000000
Craig Scherba, NEOn/a0000000000
Brent Nykoliation, NEOn/a0000000000
Peter D. Liabotis, NEOn/a0000000000

***Mr. McKinnon resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013.

Reference – Grant Date - n/a = not applicable.

As at June 30, 2013, the Company had no formalized deferred compensation plan.

NameExecutive contributions in last FY ($)Registrant contributions in last FY ($)Aggregate earnings in last FY ($)Aggregate withdrawals/ distributions ($)Aggregate balance at last FYE ($)
J.A. Kirk McKinnon, NEO***00000
Richard E. Schler, NEO00000
Craig Scherba, NEO00000
Brent Nykoliation, NEO00000
Peter D. Liabotis, NEO00000

***Mr. McKinnon resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013.

Golden Parachute Compensation

As at June 30, 2013, the Company had no arrangements in place relating to the termination of employees.

NameCash
($)		Equity
($)		Pension/NQDC
($)		Perquisites/benefits
($)		Tax reimbursement
($)		Other
($)		Total
($)
J.A. Kirk McKinnon, NEO***0000000
Richard E. Schler, NEO0000000
Craig Scherba, NEO0000000
Brent Nykoliation, NEO0000000
Peter D. Liabotis, NEO0000000

***Mr. McKinnon resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013.

Aggregated Option Exercises and Fiscal Year-End Option Values

On March 9, 2006, the Company filed a Form S-8 registration statement in connection with its newly adopted Stock Option Plan (the “Plan”) allowing for the direct award of shares or granting of stock options to acquire up to a total of 2,000,000 Shares. On December 18, 2006, February 16, 2007, July 11, 2007, September 29, 2009, May 3, 2011, March 1, 2012 and February 27, 2013, the Plan was amended to increase the stock option pool by a total of 30,500,000 additional Shares. The following table summarizes the continuity of the Company’s stock options:

 Number of SharesWeighted average exercise price ($)
Outstanding June 30, 201114,130,0000.29
Granted15,845,0000.27
Exercised(510,000)0.15
Expired(2,475,000)0.15
Cancelled(3,300,000)0.31
Outstanding, June 30, 201223,690,0000.29
Granted7,595,0000.23
Exercised(700,000)0.15
Expired(1,695,000)0.15
Cancelled(1,750,000)0.32
Outstanding, June 30, 201327,140,0000.28

13

Additional information regarding options outstanding as at June 30, 2013 is as follows:

 OutstandingExercisable
Exercise Price

 

Number of shares

Weighted average life in yearsWeighted average exercise priceNumber of sharesWeighted average exercise price
0.352750,0000.180.352750,0000.352
0.3954,850,0000.860.3954,850,0000.395
0.303,750,0003.010.303,750,0000.30
0.291,695,0003.040.291,695,0000.29
0.201,850,0003.320.201,850,0000.20
0.212,240,0003.420.212,240,0000.21
0.285,925,0003.690.285,925,0000.28
0.23180,0003.900.23180,0000.23
0.215,900,0004.670.215,900,0000.21

The following are changes in the number of stock options outstanding subsequent to the Company’s June 30, 2013 year end, and as of the date of this report:

·On July 9, 2013, 1,255,000 stock options were issued at an exercise price of $0.11 for a term of five years.
·On July 31, 2013, 150,000 stock options were cancelled.
·On September 2, 2013, 750,000 stock options were cancelled.
·On September 19, 2013, 750,000 stock options were issued at $0.15 for a term of five years.
·On October 1, 2013, 50,000 stock options were cancelled.
·On October 9, 2013, 250,000 stock options were issued at $0.13 for a term of five years.

As a result of these transactions, 28,445,000 stock options were outstanding as of the date of this report.

Long-Term Incentive Plan Awards

There are no Long-Term Incentive Plans in place at this time.

Compensation of Directors

Directors who provide services to the Company in other capacities has been previously reported under “Summary Compensation”. The following table summarizes compensation paid to or earned by our directors who are not Named Executive Officers for their service as directors of our company during the fiscal year ended June 30, 2013.

NameFees Earned or Paid in Cash ($)Stock Awards ($)

Option Awards(1)

($)

Non-Equity Incentive Plan Compensation ($)Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)All other Comp-ensation ($)

Total(1)

($)

V. Peter Harder, Director0049,390(1)00049,390(1)
John Sanderson, Director0017,960(1)00017,960(1)
Quentin Yarie, Director39,000053,880(1)00092,880(1)
Johann de Bruin, Director0017,960(1)00017,960(1)
Albert A. Thiess, Jr, Director0017,960(1)00017,960 (1)

(1) The values in the “Option Awards” and included within the “Total” columns above do not represent a cash payment of any kind. Rather these values represent the calculated Black-Scholes theoretical value of granted options. It is important to note that these granted options may or may not ever be exercised. Whether granted options are exercised or not will be based primarily, but not singularly, on the Company’s future stock price and whether the granted options become “in-the-money”. If these granted options are unexercised or expire, the cash value or benefit to the above directors is $nil.

Pension Benefits

As of June 30, 2013, the Company had no pension or retirement plans.

NamePlan nameNumber of years credited service (#)Present value of
accumulated benefit ($)		Payments during last fiscal year ($)
J.A. Kirk McKinnon, NEO***not applicable000
Richard E. Schler, NEOnot applicable000
Craig Scherba, NEOnot applicable000
Brent Nykoliation, NEOnot applicable000
Peter D. Liabotis, NEOnot applicable000

***Mr. McKinnon resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding beneficial ownership of our Shares as of October 10, 2013, by: (i) each party known by the Company to own beneficially more than 5% of our Shares; (ii) each director of the Company; (iii) each of the Named Executive Officers; and (iv) all directors and executive officers of the Company as a group.

The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 under the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. The Company believes that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted. The “Number of Shares Beneficially Owned” in calculated based on total shares held plus warrants held (plus stock options entitled to exercise). The aggregate of these items, which totals 225,094,920, will be used as the denominator for the percentage calculation below.



Name and Address of Beneficial Owner		Number of Shares Beneficially OwnedPercentage of Outstanding Shares Beneficially Owned(1)

V. Peter Harder, Chairman of the Board, Director*

5538 Pattapiece Crescent, Manotick, Ontario, Canada(2) (12) (13)

1,575,0000.70%

Richard E. Schler, Chief Executive Officer & Director**

80 Greybeaver Trail , Toronto, Ontario, Canada(3) (13)**

9,220,0004.10%

Craig Scherba, President, COO & Director

1480 Willowdown Road, Oakville, Ontario, Canada(4) (13)

2,330,0001.04%

John Sanderson, Vice-Chairman & Director

1721 – 27th Street, West Vancouver, BC, Canada(5) (12) (13)

 

1,000,000

 

0.44%

Quentin Yarie, Director

196 McAllister Road, North York, Ontario (6) (13)

1,875,0000.83%

Johann de Bruin, Director

1283 Dunwoodie Ave, Pretoria, South Africa(7) (13)

300,0000.13%

Albert A. Thiess, Jr., Director

8 Lawson’s Pond Court, Bluffton, SC, USA(8) (12) (13)

405,0000.18%

J.A. Kirk McKinnon, Former Chairman, CEO & Director***

46 Ferndale Crescent , Brampton, Ontario, Canada(9) (13)*

10,933,5004.86%

Peter D. Liabotis, Chief Financial Officer

2261 Rockingham Drive, Oakville, Ontario, Canada(10) (13)

2,181,0000.97%

Brent Nykoliation, Senior Vice President

161 Fallingbrook Road, Toronto, Ontario, Canada(11) (13)

3,225,0001.43%

All directors and executive officers as a group

(10 persons) (12)

33,044,50014.68%

Sources –www.sedi.ca, U.S. regulatory filings, internal schedules and the Company’s registered shareholder list.

* Mr. Harder was appointed Chairman of the Board of Directors on September 19, 2013.

** Mr. Schler was appointed Chief Executive Officer on September 19, 2013.

***Mr. McKinnon resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013.

(1) Denominator used for calculation is 225,094,920. Based on total issued and outstanding Shares of 192,554,321 plus warrants outstanding of 4,095,599 plus Shares purchase Shares purchase options outstanding of 28,445,000 as of October 10, 2013.

(2) Total includes 350,000 Shares and 1,220,000 Shares purchase options exercisable between $0.11 and $0.395 per share with expiry dates between May 14, 2014 and October 9, 2018.

(3) Total include items held by “Sarmat Resources Inc.”, a related company, plus certain family members. holdings Includes 4,130,000 Shares and 5,160,000 Shares purchase options exercisable between $0.11 and $0.395 per share with expiry dates between May 14, 2014 and September 18, 2018.

(4) Total includes 2,330,000 Share purchase options exercisable between $0.11 and $0.395 per share with expiry dates between May 14, 2014 and July 9, 2018.

(5) Total includes 250,000 Shares and 750,000 Share purchase options exercisable between $0.11 and $0.395 per share with expiry dates between May 14, 2014 and September 18, 2018.

(6) Total includes 325,000 Shares and 1,500,000 Share purchase options exercisable between $0.11 and $0.395 per share with expiry dates between May 14, 2014 and September 18, 2018.

(7) Total includes 300,000 Share purchase options exercisable between $0.21 and $0.28 per share with expiry dates between March 7, 2017 and February 28, 2018.

(8) Total includes 100,000 Shares and 305,000 Share purchase options exercisable between $0.11 and $0.23 per share with expiry dates between May 23, 2017 and July 9, 2018.

(9) Total include items held by “Badger Resources Inc.”, a related company plus certain family members holdings. Includes 4,087,000 Shares and 6,440,000 Share purchase options exercisable between $0.11 and $0.395 per share with expiry dates between May 14, 2014 and September 18, 2018.

(10) Total includes 131,000 Shares and 2,050,000 Share purchase options exercisable between $0.11 and $0.395 per share with expiry dates between May 14, 2014 and July 9, 2018.

(11) Total includes 675,000 Shares and 2,550,000 Share purchase options exercisable between $0.11 and $0.395 per share with expiry dates between May 14, 2014 and September 18, 2018.

(12) Members of the Audit Committee.

(13) Parties whose shareholdings are a part of the total of “All directors and executive officers as a group (10 persons)”.

Changes in Control

We are not aware of any arrangements that may result in a change in control of the Company.

Interest of Informed Persons in Material Transactions

Except as otherwise disclosed herein, no Director or Officer of the Company, no proposed nominee for election to the Board, no person owning or exercising control over more than 10% of the Company’s issued and outstanding Shares, and no associate or affiliate of any such person hashad any material interest, direct or indirect, in any material transaction involving the Company within thefiscal year ended June 30, 2013.

Equity Compensation Plan Information

The following table sets forth information as of June 30, 2013 for all compensation plans not directly approved by the Company's security holders but issued pursuant to the shareholder approved Amended and Restated Stock Option Plan. Options reported below were issued under the Company's Plan.

Option Awards as of June 30, 2013

Name

No. of Shares of Common Stock Underlying Unexercised
Common Stock Purchase Options Exercisable (#)		Date of GrantAdditional Consideration to be Received Upon Exercise or Material Conditions required to Exercise
Option Exercise Price ($)


Value Realized if Exercised

($) *


Option Expiration Date
V. Peter Harder, Director

250,000

225,000

25,000

75,000

100,000

275,000

May 11, 2010

July 1, 2011

October 24, 2011

December 1, 2011

March 7, 2012

February 28, 2013

None.

None.

None.

None.

None.

None.

0.395

0.30

0.20

0.21

0.28

0.21

0

0

0

0

0

0

May 11, 2014

July 1, 2016

Oct 24, 2016

Dec 1, 2016

March 7, 2017

Feb 27, 2018

Richard E. Schler, NEO

200,000

1,100,000

600,000

225,000

200,000

1,340,000

675,000

650,000

September 2, 2009

May 11, 2010

July 1, 2011

October 24, 2011

December 1, 2011

March 7, 2012

July 13, 2012

February 27, 2013

None.

None.

None.

None.

None.

None.

None.

None.

0.352

0.395

0.30

0.20

0.21

0.28

0.29

0.21

Expired

0

0

0

0

0

0

0

Sept 2, 2013

May 11, 2014

July 1, 2016

Oct 24, 2016

Dec 1, 2016

March 7, 2017

July 13, 2017

Feb 27, 2018

Craig Scherba, NEO

250,000

350,000

200,000

200,000

400,000

750,000

May 11, 2010

July 1, 2011

October 24, 2011

December 1, 2011

March 7, 2012

February 28, 2013

None.

None.

None.

None.

None.

None.

0.395

0.30

0.20

0.21

0.28

0.21

0

0

0

0

0

0

May 11, 2014

July 1, 2016

Oct 24, 2016

Dec 1, 2016

March 7, 2017

Feb 27, 2018

Brent Nykoliation, NEO

75,000

400,000

450,000

200,000

200,000

350,000

700,000

September 2, 2009

May 11, 2010

July 1, 2011

October 24, 2011

December 1, 2011

March 7, 2012

February 27, 2013

None.

None.

None.

None.

None.

None.

None.

0.352

0.395

0.30

0.20

0.21

0.28

0.21

Expired

0

0

0

0

0

0

Sept 2, 2013

May 11, 2014

July 1, 2016

Oct 24, 2016

Dec 1, 2016

March 7, 2017

Feb 27, 2018

Peter D. Liabotis, NEO

250,000

350,000

200,000

200,000

350,000

550,000

May 11, 2010

July 1, 2011

October 24, 2011

December 1, 2011

March 7, 2012

February 27, 2013

None.

None.

None.

None.

None.

None.

0.395

0.30

0.20

0.21

0.28

0.21

0

0

0

0

0

0

May 11, 2014

July 1, 2016

Oct 24, 2016

Dec 1, 2016

March 7, 2017

Feb 27, 2018

John Sanderson, Director

50,000

200,000

125,000

50,000

50,000

100,000

100,000

September 2, 2009

May 11, 2010

July 1, 2011

October 24, 2011

December 1, 2011

March 7, 2012

February 27, 2013

None.

None.

None.

None.

None.

None.

None.

0.352

0.395

0.30

0.20

0.21

0.28

0.21

Expired

0

0

0

0

0

0

Sept 2, 2013

May 11, 2014

July 1, 2016

Oct 24, 2016

Dec 1, 2016

March 7, 2017

Feb 27, 2018

Quentin Yarie, Director

50,000

250,000

300,000

50,000

150,000

300,000

300,000

September 2, 2009

May 11, 2010

July 1, 2011

October 24, 2011

December 1, 2011

March 7, 2012

February 28, 2013

None.

None.

None.

None.

None.

None.

None.

0.352

0.395

0.30

0.20

0.21

0.28

0.21

Expired

0

0

0

0

0

0

Sept 2, 2013

May 11, 2014

July 1, 2016

Oct 24, 2016

Dec 1, 2016

March 7, 2017

Feb 27, 2018

Johann de Bruin, Director

200,000

100,000

March 7, 2012

February 27, 2013

None.

None.

0.28

0.21

0

0

March 7, 2017

Feb 27, 2018

Albert A. Thiess, Jr., Director

180,000

100,000

May 23, 2012

February 27, 2013

None.

None.

0.23

0.21

0

0

May 23, 2017

Feb 27, 2018

J.A. Kirk McKinnon, NEO***

225,000

1,150,000

675,000

575,000

650,000

1,420,000

975,000

800,000

September 2, 2009

May 11, 2010

July 1, 2011

October 24, 2011

December 1, 2011

March 7, 2012

July 13, 2012

February 27, 2013

None.

None.

None.

None.

None.

None.

None.

None.

0.352

0.395

0.30

0.20

0.21

0.28

0.29

0.21

Expired

0

0

0

0

0

0

0

Sept 2, 2013

May 11, 2014

July 1, 2016

Oct 24, 2016

Dec 1, 2016

March 7, 2017

July 13, 2017

Feb 27, 2018

*Based on a closing price of US$0.12 on Friday June 28, 2013 and presuming all options are exercised.

***Mr. McKinnon resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013.

Option Awards as of June 30, 2013

Name

No. of Shares of Common Stock Underlying Unexercised
Common Stock Purchase Options Exercisable (#)		Date of GrantAdditional Consideration to be Received Upon Exercise or Material Conditions required to Exercise
Option Exercise Price ($)
Option Expiration Date
Named Executive Officers which includes all executive officers, as a group on June 30, 2013 (5 persons) - Richard E. Schler**; Craig Scherba; Brent Nykoliation; Peter D. Liabotis; J.A. Kirk McKinnon***

500,000

3,150,000

2,425,000

1,400,000

1,450,000

3,860,000

1,650,000

3,450,000

September 2, 2009

May 11, 2010

July 1, 2011

October 24, 2011

December 1, 2011

March 7, 2012

July 13, 2012

February 27, 2013

None.

None.

None.

None.

None.

None.

None.

None.

0.352

0.395

0.30

0.20

0.21

0.28

0.29

0.21

Sept 2, 2013

May 11, 2014

July 1, 2016

Oct 24, 2016

Dec 1, 2016

March 7, 2017

July 13, 2017

Feb 27, 2018

Total NEO’s on June 30, 2013, as a group (5 persons)17,885,000 (including 500,000 options that expired unexercised on Sept 2, 2013)
All current Directors who are not NEO’s or executive officers as a group on June 30, 2013 (5 persons) - V. Peter Harder*; John Sanderson ; Quentin Yarie; Johann de Bruin; Albert A. Thiess, Jr.

100,000

700,000

650,000

125,000

275,000

700,000

180,000

875,000

September 2, 2009

May 11, 2010

July 1, 2011

October 24, 2011

December 1, 2011

March 7, 2012

May 23, 2012

February 27, 2013

None.

None.

None.

None.

None.

None.

None.

None.

0.352

0.395

0.30

0.20

0.21

0.28

0.23

0.21

Sept 2, 2013

May 11, 2014

July 1, 2016

Oct 24, 2016

Dec 1, 2016

March 7, 2017

May 23, 2017

Feb 27, 2018

Total all current Directors who are not NEO’s or executive officers as a group on June 30, 2013 (5 persons)

3,605,000

***Mr. McKinnon resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013.

Option Awards as of June 30, 2013

Name

No. of Shares of Common Stock Underlying Unexercised
Common Stock Purchase Options Exercisable (#)		Date of GrantAdditional Consideration to be Received Upon Exercise or Material Conditions required to Exercise
Option Exercise Price ($)
Option Expiration Date
Named Executive Officers which includes all executive officers, as a group on June 30, 2013 (5 persons) - Richard E. Schler**; Craig Scherba; Brent Nykoliation; Peter D. Liabotis; J.A. Kirk McKinnon***

500,000

3,150,000

2,425,000

1,400,000

1,450,000

3,860,000

1,650,000

3,450,000

September 2, 2009

May 11, 2010

July 1, 2011

October 24, 2011

December 1, 2011

March 7, 2012

July 13, 2012

February 27, 2013

None.

None.

None.

None.

None.

None.

None.

None.

0.352

0.395

0.30

0.20

0.21

0.28

0.29

0.21

Sept 2, 2013

May 11, 2014

July 1, 2016

Oct 24, 2016

Dec 1, 2016

March 7, 2017

July 13, 2017

Feb 27, 2018

Total NEO’s on June 30, 2013, as a group (5 persons)

17,885,000 (including 500,000 options that expired unexercised on Sept 2, 2013)
All current Directors who are not NEO’s or executive officers as a group on June 30, 2013 (5 persons) - V. Peter Harder*; John Sanderson ; Quentin Yarie; Johann de Bruin; Albert A. Thiess, Jr.

100,000

700,000

650,000

125,000

275,000

700,000

180,000

875,000

September 2, 2009

May 11, 2010

July 1, 2011

October 24, 2011

December 1, 2011

March 7, 2012

May 23, 2012

February 27, 2013

None.

None.

None.

None.

None.

None.

None.

None.

0.352

0.395

0.30

0.20

0.21

0.28

0.23

0.21

Sept 2, 2013

May 11, 2014

July 1, 2016

Oct 24, 2016

Dec 1, 2016

March 7, 2017

May 23, 2017

Feb 27, 2018

Total all current Directors who are not NEO’s or executive officers as a group on June 30, 2013(5 persons)

3,605,000

All Directors (8 persons)

525,000

3,200,000

2,275,000

1,125,000

1,325,000

3,860,000

180,000

1,650,000

4,325,000

September 2, 2009

May 11, 2010

July 1, 2011

October 24, 2011

December 1, 2011

March 7, 2012

May 23, 2012

July 13, 2012

February 27, 2013

None.

None.

None.

None.

None.

None.

None.

None.

None.

0.352

0.395

0.30

0.20

0.21

0.28

0.23

0.29

0.21

Sept 2, 2013

May 11, 2014

July 1, 2016

Oct 24, 2016

Dec 1, 2016

March 7, 2017

May 23, 2017

July 13, 2016

Feb 27, 2018

Total All nominees for Directors (8 persons)

17,215,000 (including 525,000 that expired unexercised on Sept 2, 2013)

All employees (excluding all Named Executive Officers as they also serve as executive officers and Directors) as a group on June 30, 2013

75,000

425,000

225,000

185,000

335,000

600,000

650,000

September 2, 2009

May 11, 2010

July 1, 2011

October 24, 2011

December 1, 2011

March 7, 2012

February 27, 2013

None.

None.

None.

None.

None.

None.

None.

0.352

0.395

0.30

0.20

0.21

0.28

0.21

Sept 2, 2013

May 11, 2014

July 1, 2016

Oct 24, 2016

Dec 1, 2016

March 7, 2017

Feb 27, 2018

Total employees (excluding all NEO’s as they serve as executive officers) as a group on June 30, 2013

2,495,000 (less 75,000 that expired unexercised on Sept 2, 2013)
Outstanding Options as of June 30, 2013 (all parties)

750,000

4,850,000

3,750,000

1,850,000

2,240,000

5,925,000

180,000

1,695,000

5,900,000

September 2, 2009

May 11, 2010

July 1, 2011

October 24, 2011

December 1, 2011

March 7, 2012

May 23, 2012

July 13, 2013

February 27, 2013

None.

None.

None.

None.

None.

None.

None.

None.

None.

0.352

0.395

0.30

0.20

0.21

0.28

0.23

0.29

0.21

Sept 2, 2013

May 11, 2014

July 1, 2016

Oct 24, 2016

Dec 1, 2016

March 7, 2017

May 23, 2017

July 13, 2016

Feb 27, 2018

Total Options as of June 30, 2013 (all parties)27,140,000 (less 750,000 that expired unexercised on Sept 2, 2013)

* Mr. Harder was appointed Chairman of the Board of Directors on September 19, 2013.

** Mr. Schler was appointed Chief Executive Officer on September 19, 2013.

***Mr. McKinnon resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013.

In addition, please note the following:

·There are no associates of any such directors, executive officers, or nominees to that have or are to receive options or any other person who received or is to receive 5 percent of such options, warrants or rights
·All of the stock options in the above noted table are convertible into Share.
·The exercise price of all of the stock options noted above were based on the closing price the date before the granting of the stock option.
·There are no cashless or other provisions aside from the right for the holder of the stock option to exercise.
·All NEO’s provide the Company services on an ongoing basis.
·Messrs Harder, Sanderson, de Bruin and Thiess provide the Company director services on an ongoing basis.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on FormPROPOSAL 3 (Initial Statement of Beneficial Ownership), Form 4 (Statement of Changes of Beneficial Ownership of Securities) and Form 5 (Annual Statement of Beneficial Ownership of Securities). Directors, executive officers and beneficial owners of more than 10% of the Company’s Common Stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they filed. Except as otherwise set forth herein, based solely on review of the copies of such forms furnished to the Company, or written representations that no reports were required, the Company believes that for the fiscal year ended June 30, 2013, beneficial owners and executives complied with Section 16(a) filing requirements applicable to them.

18

PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM


At the Meeting of Stockholders, the stockholders will vote to ratify the appointment of MNP LLP (“MNP”("MNP"), as our independent registered public accounting firm for the fiscal year ending June 30, 2014.2016.  MNP served as auditor for the fiscal year ended June 30, 2013.2015. We do not expect a representative of MNP to be present at the Meeting.

On May 13, 2013, the Company received notice that, effective June 1, 2013, MSCM LLP (“MSCM”) the Company’s independent registered public accountants, merged with MNP LLP (“MNP”). Most of the professional staff of MSCM continued with MNP either as employees or partners will continue their practice with MNP.


The Board has selected MNP as our independent registered public accounting firm for the fiscal year ending June 30, 2014.2016.  Although the selection of the independent registered public accounting firm is not required under the Company’sCompany's By-laws or otherwise to be ratified by our stockholders, the Board has directed that the appointment of MNP be submitted to our stockholders for ratification due to the significance of their appointment.  If our stockholders fail to ratify the selection, it will be considered as a direction to the Board to consider the selection of a different firm.  Even if the selection is ratified, the Board in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

Recommendation of the Board of Directors


The Board of Directors recommends a vote FOR the ratification of the appointment of MNP LLP, as the Company’sCompany's independent registered public accounting firm for the fiscal year ending June 30, 2014.

Auditors Fees

 Audit Fees(1)Audit-Related Fees(2)Tax Fees(3)All Other Fees(4)
Year ended June 30, 201363,1605,0005,000Nil
Year ended June 30, 201274,00016,5009,500Nil

1. Audit Fees – Audit fees were paid for professional services rendered by the auditors for the audit of the Company’s annual financial statements as well as services provided in connection with quarterly and statutory and regulatory filings within Form 10-K and Form 10-Q.

2. Audit-Related Fees – The aggregate fees, including expenses, billed by the Company’s principal accountant for services reasonably related to the audit

3. Tax Fees – Tax fees are payable in respect of tax compliance, tax advice and tax planning professional services. These services include reviewing tax returns and assisting in responses to government tax authorities.

4. All Other Fees – All other fees are payable for professional services which included accounting advice. The Company did not incur any such fees during the years ended June 30, 2013 and 2012.

Auditor Independence and Auditor’s Time on Task

Our Board of Directors considers that the work done for us in the year ended June 30, 2013 by our company’s auditors, MNP LLP (the surviving firm of our auditors, formerly MSCM LLP Chartered Accountants) is compatible with maintaining MNP LLP. All of the work expended by MNP LLP on our June 30, 2013 audit was attributed to work performed MNP LLP’s full-time, permanent employees.All of the work expended by MNP LLP, on our June 30, 2013 audit was attributed to work performed by MNP LLP full-time, permanent employees.

PROPOSAL 3 - APPROVAL OF AMENDMENTS TO THE AMENDED AND RESTATED STOCK OPTION PLAN

The following is a brief summary of the Amended and Restated Stock Option Plan (“Plan”). Shareholders are encouraged to review the entire Plan filed on Form 8-K on October 16, 2013 or athttp://www.energizerresources.com/investors/agm-data. The purpose of the Plan is to advance the interests of the Company, by providing an additional incentive to attract, retain and motivate highly qualified and competent persons who are key to the Company and upon whose efforts and judgment the success of the Company and its Subsidiaries is largely dependent.

·Eligibility of the Plan includes key employees, consultants, independent contractors, Officers and Directors.
·The Board currently administers the Plan.
·There are 28,445,000 stock options outstanding, representing 14.8% of the non-diluted, currently issued and outstanding Shares of the Company. If this resolution is passed, excluding 4,050,000 stock options previously exercised, which are not allowed to be reissued, 17.4% of the non-diluted currently issued and outstanding Shares of the Company would be eligible for issue under the Plan.
19
2016.
·Currently 32,500,000 stock options, including previously exercised stock options, are eligible for issue under the Plan. 37,500,000 are proposed to be eligible for issue under this resolution. This represents 16.9% and 19.5% of the non-diluted currently issued and outstanding Shares of the Company.
·Since the inception of the Plan, a total of 4,050,000 stock options have been exercised. This represents 2.1% of the non-diluted, currently issued and outstanding Shares of the Company.
·The Board, by resolution, will designate an exercise price for stock options as the prior day closing price on a stock exchange to which the Company’s shares trade. To date, the Company has used the prior day U.S. dollar closing price as quoted on the OTCQX. The exercise price of stock options in no event shall be less than the Fair Market Value, as defined by TSX policies, of the Company’s shares underlying such option, on the date such option is granted.
·Notwithstanding the amendment provisions included in the Plan, the following may not be amended without approval of security holders: (a) a reduction in the exercise price or purchase price benefiting an Insider of the issuer; (b) an extension of the term benefiting an insider of the issuer; (c) any amendment to remove or to exceed the insider participation limit; (d) an increase to the maximum number of securities issuable, either as a fixed number or a fixed percentage of the listed issuer's outstanding capital represented by such securities; and (e) amendments to an amending provision within a security based compensation arrangement.
·Subject to the policies of the TSX, the Board may amend the Plan or any option without the consent or approval of the stockholders of the Company. This includes but is not limited to amendments: (a) of a housekeeping or administrative nature; (b) changes to vesting provisions; (c) changes to the termination provisions or terminating an option; (d) changes to terms and conditions of options not held by Insiders of the Company; (e) anti-dilution adjustments provided; and (f) amendments necessary to comply with applicable laws or regulatory requirements.
·Stock options may be issued for a period of up to 10 years.
·Stock options shall vest in accordance to the vesting schedule determined by the Board.
·Stock options are non-transferrable.
·Holders of stock options who cease to be associated with the Company without cause will retain their stock options, at the Board’s discretion, for up to one year.
·The Board may grant stock appreciation rights in tandem with options that have been or are granted under the Plan. A stock appreciation right shall entitle the holder to receive in cash, with respect to each share as to which the right is exercised, payment in an amount equal to the excess of the share’s fair market value on the date the right is exercised over its fair market value on the date the right was granted. To date no stock appreciation rights have been granted.

U.S. Federal Income Tax Consequences (for U.S. citizens granted options under the Plan)

If a holder is granted a nonqualified stock option under the Plan, the holder should not have taxable income on the grant of the option. Generally, the holder should recognize ordinary income at the time of exercise in an amount equal to the fair market value of a share of our Shares at such time, less the exercise price paid. The holder's basis in the Shares for purposes of determining gain or loss on a subsequent sale or disposition of such shares generally will be the fair market value of our Shares on the date the holder exercises such option. Any subsequent gain or loss generally will be taxable as a capital gain or loss. The Company should be entitled to a federal income tax deduction at the time and for the same amount as the holder recognizes ordinary income.

A holder of an incentive stock option will not recognize taxable income upon grant. If the applicable employment-related requirements are met, the holder will not recognize taxable income at the time of exercise. However, the excess of the fair market value of our Shares received over the option price is an item of tax preference income potentially subject to the alternative minimum tax. If any of the requirements for incentive stock options under the Internal Revenue Code are not met, the incentive stock option will be treated as a nonqualified stock option and the tax consequences described above for nonqualified stock options will apply. Once an incentive stock option has been exercised, if the stock acquired upon exercise is held for a minimum of two years from the date of grant and one year from the date of exercise, the gain or loss (in an amount equal to the difference between the fair market value on the date of sale and the exercise price) upon disposition of the stock will be treated as a long-term capital gain or loss, and we will not be entitled to any deduction. If the holding period requirements are not met, the excess of the fair market value on the date of exercise over the exercise price (less any diminution in value of the stock after exercise) will be taxed as ordinary income and the Company is entitled to a deduction to the extent of the amount included in the income of the holder. Appreciation in the stock subsequent to the exercise date will be taxed as long term or short-term capital gain, depending on whether the stock was held for more than one year after the exercise date.

If, on a change of control of the Company, the exercisability of an award is accelerated, any excess on the date of the change of control of the fair market value of the shares or cash issued under accelerated awards over the purchase price of such shares, if any, may be characterized as "parachute payments" (within the meaning of Section 280G) if the sum of such amounts and any other such contingent payments received by the employee exceeds an amount equal to three times the "base amount" for such employee. The base amount generally is the average of the annual compensation of such employee for the five years preceding a change in ownership or control. An "excess parachute payment," with respect to any employee, is the excess of the parachute payments to such person, in the aggregate, over and above such person's base amount. If the amounts received by an employee upon a change-in-control are characterized as parachute payments, such employee will be subject to a 20% excise tax on the excess parachute payment and the Company will be denied any deduction with respect to such excess parachute payment.

20


Taking all these factors into consideration, however, the Board of Directors believes that these measures should increase the likelihood that all of the Company’s shareholders will be treated equally and fairly when shareholder action is taken, and should enhance the ability of the Company and its shareholders to carefully consider shareholder nominations and proposals.

In order to conform with TSX and US tax regulations, certain sections within the Plan have been modified since the Company’s listing on the TSX during June 2011 and since the last annual general meeting of the Company. The Company is required to, and will continue to follow all policies and procedures of the TSX as they relate to stock option plans.

The following definitions are for purposes of this proposal:

“Disinterested Shareholder Approval” means approval of a majority of the votes cast by all Shareholders in person or by proxy at the Meeting, excluding votes attached to Shares beneficially owned by Insiders to whom options may be granted under the Plan and Associates of such persons;

“Insider” means (a) a director or senior officer of the Company, (b) a director or senior officer of a company that is an Insider or subsidiary of the Company, (c) an individual, corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity that beneficially owns or controls, directly or indirectly, securities that are not debt securities that carry a voting right either under all circumstances or under some circumstances that have occurred and are continuing, or (d) the Company itself if it holds any of its own securities.

Disinterested Shareholders are asked to approve by passing the following ordinary resolution:

“RESOLVED BY ORDINARY RESOLUTION: to approve an amendment to the Company’s Plan to increase the authorized number of options for Shares of the Company authorized to be issued to 37,500,000 from 32,500,000”.

In accordance with the requirement of the TSX to obtain Disinterested Shareholder Approval, proxies representing Shares beneficially owned by Insiders to whom options may be granted under the Plan will be excluded from voting on this resolution. The total number of shares which will be excluded from voting will be 10,591,000 shares which represents 5.50% of the non-diluted, issued and outstanding Shares of the Company. With respect to all other proxies, unless a proxy specifies that the Shares it represents are to be withheld from voting in favour of the resolution proposed above, the proxies named in the accompanying form of proxy intend to vote in favour of this resolution.

Recommendation of the Board of Directors

The Board recommends a vote FOR the approval of the Amended and Restated Stock Option Plan that increases the number of options for Shares eligible for issue to 37,500,000 from 32,500,000.

PROPOSAL 4 – AUTHORIZATION TO COMPLETE PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS TO FUND BANKABLE FEASIBLE STUDY

Background

The Company is proposing to conduct a private placement of securities (the “Private Placement”) in order to raise funds to finance the continued development of its Madagascar graphite mineral property as well as for general and administrative purposes. The securities offered pursuant to the Private Placement will be priced in the context of the market and may, but not necessarily will, be offered at a discount to the “market price” (within the meaning of such term under the rules of the TSX, which market price was, as of October 7, 2013, the date the Company applied for “price protection” under applicable TSX Policies, CAD $0.1334) but within the permitted discount under applicable TSX policies (the maximum permitted discount being 25%), which amount will not be less than CAD $0.10 per Subscription Receipt. However, pursuant to applicable TSX policies the securities will be deemed to be offered at a discount to the market price (even though the actual price may be at or above market at the time the securities are priced) since the Units (as defined below) underlying the Subscription Receipts will include warrants that are exercisable to acquire Shares and, if a sufficient number of Subscription Receipts are sold, may result in the issuance of listed Shares that is greater than 25% of the issued and outstanding Shares of the Company (on a non-diluted basis) prior to the completion of the Private Placement. Consequently, shareholder approval for the Private Placement is required.

The Company anticipates this will be the last Private Placement necessary before mine financing will be required. The funds raised from the Private Placement will be primarily used for the completion of a bankable feasibility study, which is now being expedited in order to meet the due diligence requirements of Caterpillar Mining Financing and other financial institutions whom have expressed interest in providing mine financing. The Bankable Feasibility study will include a comprehensive Environmental and Geo-Technical Study in preparation for finalizing mine design parameters and as a prerequisite for future project financing. Funds will also be used to generate additional quantities of graphite concentrate in larger quantities (40-50 tonnes) to provide potential off-take partners with samples for product end-use evaluation and verification. A portion of the funds raised will be targeted for marketing initiatives, focused on raising the awareness and exposure of the Company to potential strategic off-take partners and retail and institutional investors. Particular focus will be paid to key markets in Asia, the Unites States and Europe.

21

It is expected that the Private Placement will be completed on or before January 31, 2014 and will consist of the issuance of up to 125,000,000 Subscription Receipts of the Company. Each Subscription Receipt will be automatically exercisable for units (the “Units”) of the Company upon satisfaction of the Escrow Release Conditions (as defined below). Each Unit will be comprised of one Share (a “Purchased Share”) and one-half of one Share purchase warrant (a “Warrant”). Each whole Warrant shall be exercisable to acquire one Common Share at a per share price which will be approximately 50% greater than the subscription price (and will be at a premium to the prevailing market price at the time of pricing of the securities to be sold in the Private Placement, and will not be less than CAD $0.14) until the date that is eighteen (18) months from the date of issuance.

The maximum number of Subscription Receipts to be issued pursuant to the Private Placement will be a total of 125,000,000. In addition, the Company may issue Broker Warrants (as defined below) to an Agent (as defined below) or as partial finder’s fees in an amount to be determined but not to exceed 7,500,000 Broker Warrants. The total number of securities potentially issuable pursuant to the Private Placement, assuming the maximum number of Subscription Receipts are issued, the Subscription Receipts are automatically exercised upon satisfaction of the Escrow Release Conditions (as defined below), all Warrants partially comprising the Units are exercised and the maximum number of Broker Warrants are issued and all such Broker Warrants are exercised, is 195,000,000 Shares, representing 101% of the current issued and outstanding Shares prior to completion of the Private Placement on a non-diluted basis.

The number of Common Shares issuable pursuant to each Subscription Receipt, Warrant and Broker Warrant will be subject to standard adjustment provisions in the event that the Company undertakes a capital or corporate reorganization, share consolidation, stock dividend, or other capital restructuring transaction.

The Company may retain the services of an investment banker (the "Agents") to assist it with the Private Placement, but at this time has not yet done so. In the event an Agent is not retained, the Private Placement will be conducted on a non-brokered basis. The closing of the Private Placement of Subscription Receipts is expected to take place by the end of November , 2013 or such other date or dates as shall be mutually agreed upon by the Company and the Agents (if any), provided, however, that the Private Placement shall not be completed after January 31, 2014. If an Agent is retained, the terms of engagement are expected to be on a commercially reasonable efforts basis and any commissions will be paid only upon and at the time of Escrow Release (as defined below). The Company expects to pay a negotiated commission based on a percentage of the gross proceeds of the issue and sale of the Subscription Receipts and to issue warrants (the “Broker Warrants”) to acquire that number of Shares that is equal to a negotiated percentage of the number of Subscription Receipts sold pursuant to the Private Placement. The Broker Warrants will be exercisable for a period of eighteen (18) months following the issuance thereof at a per warrant exercise price based on the same terms as warrants issued pursuant to the Private Placement. If an Agent is retained, the terms of the Private Placement will be subject to the provisions of a definitive agency agreement (the "Agency Agreement") to be entered into among the Company and the Agent which shall contain standard market out, disaster out, regulatory out and material adverse change out clauses until the date of closing of the Private Placement and other industry standard provisions. The Subscription Receipts will be issued pursuant to a subscription receipt agreement entered into among the Company, the Agent and a licensed Canadian trust company or other escrow agent (the “Escrow Agent”). The gross proceeds of the Offering (the "Escrowed Funds") will be held in escrow and will be released to the Company or as otherwise directed by the Company (the “Escrow Release”), together with any interest thereon, and the Subscription Receipts automatically exercised and the Common Shares and Warrants comprising the Units issued to the purchasers of the Subscription Receipts (the “Purchasers”) if, on or before the date that is 120 days following the closing of the Private Placement (the “Escrow Release Deadline”), the shareholders of the Company have approved the Private Placement Resolution (set out below), and all other escrow release conditions, as may be agreed upon between the Company and the Agents (collectively with the shareholder approval of the Private Placement Resolution, the “Escrow Release Conditions”). In the event the Escrow Release Conditions are not satisfied on or before the Escrow Release Deadline, the Subscription Receipts will be void and of no further force or effect and the Escrowed Funds will be returned to the Purchasers.

The following Insiders of the Company are expected to participate in the Private Placement on the same basis as the arm’s-length Purchasers: Craig Scherba, President, the Chief Operating Officer and a Director of the Company (up to 500,000 Subscription Receipts, the underlying shares of which represent 0.39% of the issued and outstanding Shares of the Company prior to the completion of the Private Placement); Peter Liabotis, the Chief Financial Officer of the Company (up to 500,000 Subscription Receipts, the underlying shares of which represent 0.39% of the issued and outstanding Shares of the Company prior to the completion of the Private Placement); Brent Nykoliation, Senior Vice President of the Corporation (up to 500,000 Subscription Receipts the underlying shares of which represent 0.39% of the issued and outstanding Shares of the Company prior to the completion of the Private Placement); Richard Schler, the Chief Executive Officer and a Director of the Company (up to 500,000 Subscription Receipts, the underlying shares of which represent 0.39% of the issued and outstanding Shares of the Company prior to the completion of the Private Placement), and Quentin Yarie, a Director of the Company (up to 400,000 Subscription Receipts, the underlying shares of which represent 0.31% of the issued and outstanding Shares of the Company prior to the completion of the Private Placement). The maximum number of Shares of the Company issuable to Insiders pursuant to the Private Placement (after exercise of the Subscription Receipts and the Warrants) will be equal to 1.83% of the total number of issued and outstanding Shares of the Company, without taking into consideration Shares issued to any other purchasers under the Private Placement.

22

The Private Placement will not result in a change of control of the Company, nor will any new insiders be created as a result of the Private Placement.

Requirement for Shareholder Approval

Sections 604(a)(i) and 607(g)(i) of the TSX Company Manual require that shareholder approval be obtained for any private placement conducted at a discount to the market price where the number of shares being issued or issuable exceeds 25% of the non-diluted number of shares outstanding prior to the completion of the private placement. The Private Placement will be deemed to be conducted at a discount to the market price since the Company is proposing to issue Units comprised of Shares and warrants to acquire additional Shares in an amount totalling more than 25% of the non-diluted number of Shares outstanding prior to the Private Placement. Accordingly, the rules of the TSX require that the Private Placement and the issuance of Shares pursuant to the Private Placement (including on exercise of the Warrants) issued to Purchasers pursuant to the Private Placement be approved by an ordinary resolution of the shareholders.

The Private Placement Resolution

At the Meeting, the Shareholders will be asked to consider and vote upon the Private Placement Resolution, which, in accordance with the rules of the TSX, will authorize the Company to complete the Private Placement and in particular, will result in the automatic exercise of the Subscription Receipts upon satisfaction of the Escrow Release Conditions and authorize the issuance of Shares and Warrants comprising the Units pursuant to the Private Placement, as well as the issuance of the Broker Warrants . The full text of the Private Placement Resolution is as follows:

"BE IT RESOLVED, as an ordinary resolution of the shareholders Company, that:

1. the issuance by the Company to the Purchasers, on a private placement basis, of up to 125,000,000 Subscription Receipts on or before January 31, 2014, the issuance of up to 125,000,000 Purchased Shares and up to 62,500,000 Warrants upon exercise of the Subscription Receipts, 62,500,000 Shares issuable upon exercise of the Warrants and up to 7,500,000 Shares on exercise of the Broker Warrants, all of which total in the aggregate more than 25% of the issued and outstanding Shares, on a non-diluted basis, immediately prior to completion of the Private Placement, is hereby ratified, confirmed and approved.

2. any director or officer of the Company be and is hereby authorized to do all things and execute all instruments necessary or desirable to give effect to this ordinary resolution.

3. notwithstanding that this ordinary resolution has been duly passed by the shareholders, the board of directors of the Company may, in its sole discretion, decide not to act on this resolution without further approval of the Shareholders."

The Private Placement Resolution is an ordinary resolution of the shareholders and, to be valid, it must be approved by a majority of the votes cast by the shareholders present in person or by proxy at the Meeting.Unless otherwise directed, the persons named in the enclosed form of proxy, if named as proxy, intend to vote for approval of the foregoing resolution.

Recommendation of the Board of Directors

The Board of Directors recommends that the Shareholders vote in favour of the Private Placement Resolution.

PROPOSAL 5 - ADVISORY VOTE ON EXECUTIVE COMPENSATION


The Company believes that its compensation policies are designed to attract, motivate and retain talented executive officers and are aligned with the long-term interests of its stockholders.  If such compensation were to be modified, the Company runs the risk of both being unable to retain and unable to attract qualified and competent people to fill rolls necessary for the advancement and betterment of the Company.


The Company is providing its stockholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers (“NEO”) as disclosed in this proxy statement in accordance with the SEC’sSEC's rules. This proposal, which is commonly referred to as “say-on-pay,”"say-on-pay," is required by the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which added Section 14A to the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Exchange Act").  Section 14A of the Exchange Act also requires that stockholders have the opportunity to cast an advisory vote with respect to whether future executive compensation advisory votes will be held every one, two or three years, which isyears. At the subjectprevious meeting of Proposal 6.

stockholders, stockholders voted in favour of holding an advisory vote in respect of executive compensation on an annual basis. This advisory stockholder vote, gives you as a stockholder the opportunity to approve or not approve the NEO’s compensation of our NEOs that is disclosed in this Proxy Statement by voting for or against the resolution below (or by abstaining with respect to the resolution).


Our Board of Directors is asking stockholders to approve a non-binding advisory vote on the following resolution:

“


BE IT RESOLVED, that THAT the compensation paid to the Company’sCompany's named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related material disclosed in this proxy statement, is hereby approved”.

23
approved.

As an advisory vote, this proposal is not binding. Neither theThe outcome of this advisory vote nor of the advisory vote included in Proposal 6 overrulesdoes not overrule any decision by the Company or the Board of Directors (or any committee thereof), createscreate or impliesimply any change to the fiduciary duties of the Company or the Board of Directors (or any committee thereof), or createscreate or impliesimply any additional fiduciary duties for the Company or the Board of Directors (or any committee thereof). However, our Compensation Committee and Board of Directors value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for named executive officers.

Recommendation of the Board

The Board of Directors recommends that the stockholders vote “FOR”"FOR" the approval of the compensation of our named executive officers.

PROPOSAL 6


STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to the financial condition, results of operations, cash flows, financing plans, business strategies, capital and other expenditures, competitive positions, growth opportunities for existing products, plans and objectives of management and other matters. Statements in this document that are not historical facts are identified as forward-looking statements for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act and Section 27A of the Securities Act of 1933, as amended, or the Securities Act.

When we use the words "anticipate," "estimate," "project," "intend," "expect," "plan," "believe," "should," "likely" and similar expressions, we are making forward-looking statements. These forward-looking statements are found at various places throughout this proxy statement and any other documents we incorporate by reference in this proxy statement. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.   These forward-looking statements, including statements relating to future business prospects, revenues, working capital, liquidity, capital needs and income, wherever they occur in this proxy statement, are estimates reflecting judgment. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in this proxy statement and those discussed from time to time in our Securities and Exchange Commission, or SEC, reports, including our annual report on Form 10-K for the year ended June 30, 2015 filed with the SEC on September 30, 2015 and our filed quarterly reports on Form 10-Q. You should read and consider carefully the information about these and other risks set forth under the caption "Risk Factors" in such filings.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The current authorized share capital of the Company consists of 650,000,000 Shares with a par value of $0.001 per Share.  As at the date hereof, 344,135,670 common shares are issued and outstanding, each of which carries the right to one vote on all matters that may come before the Meeting.  To the knowledge of the directors and executive officers of the Company, no person or Company beneficially owns, or controls or directs, directly or indirectly, Shares carrying in excess of 10% of the voting rights attached to all outstanding Shares of the Company.

Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding beneficial ownership of our common shares as of November 2, 2015, by: (i) each person who is known by the Company to own beneficially more than 5% of our common shares; (ii) each director of the Company; (iii) each of the Named Executive Officers; and (iv) all directors and executive officers of the Company as a group.  The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 under the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose.  The Company believes that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted.  The "Number of Common Shares Beneficially Owned" is calculated based on total shares outstanding plus warrants outstanding plus stock options entitled to exercise.  The aggregate of these items, which totals 432,968,772, is used as the denominator for the percentage calculation below.

Name and Address of Beneficial Owner
Number of Common Shares
Beneficially Owned
Percentage of Outstanding Common Shares Beneficially Owned(1)
 
V. Peter Harder, Chairman of the Board, Director
5538 Pattapiece Crescent, Manotick, Ontario, Canada
 
3,650,0000.8%
John Sanderson, Vice-Chairman of the Board & Director
1721 – 27th Street, West Vancouver, BC, Canada (3) (13) (14)
 
 
1,700,000
0.4%
Craig Scherba, President, Chief Executive Officer & Director (*)
1480 Willowdown Road,  Oakville, Ontario, Canada (4) (14)
 
3,900,0000.9%
Robin Borley, SVP Mine Development & Director (**)
Waterfall Country Estate, Gauteng, South Africa (5) (14)
 
850,0000.2%
Quentin Yarie, Director
196 McAllister Road, North York, Ontario (7) (14)
 
3,100,0000.7%
Albert A. Thiess, Jr., Director
8 Lawson's Pond Court, Bluffton, SC, USA (8) (13) (14)
 
725,0000.2%
Brent Nykoliation, SVP Corporate Development
161 Fallingbrook Road, Toronto, Ontario, Canada (9) (14)
 
4,675,0001.1%
Dean Comand, Director
131 Garden Avenue, Ancaster, Ontario, Canada (10) (13) (14)
 
400,0000.1%
Dalton Larson, Director
3629 Canterbury Drive, Surrey, BC , Canada (11) (14)
 
1,300,0000.3%
Richard Schler, Former CEO & Director (*)
80 Greybeaver Trail , Toronto, Ontario, Canada (12)
 
10,560,0002.4%
Peter Liabotis, Former Chief Financial Officer & SVP (***)
2261 Rockingham Drive, Oakville, Ontario, Canada (6)
 
3,731,0000.9%
All directors and executive officers as a group (9 persons)
 
20,300,0004.7%
All directors and executive officers including former executive officers as a group (11 persons)
 
34,591,0008.0%
Sources – ADVISORY VOTE ON THE FREQUENCYwww.sedi.ca, U.S. regulatory filings, internal schedules and the Company's registered shareholder list.

*  On July 30, 2015, Mr. Scherba became the Chief Executive Officer, replacing Mr. Schler who has resigned as an officer and director of the Company.
**  Mr. Borley was appointed Senior Vice President of Mine Development and a Director on December 1, 2013.
***  Mr. Liabotis was replaced as Chief Financial Officer and SVP by Mr. Marc Johnson on October 23, 2015.

(1) Denominator used for calculation is 432,968,772.  This is based on total issued and outstanding common shares of 344,135,670 plus common share purchase warrants outstanding of 53,668,102 plus common share stock options outstanding of 35,165,000 as of November 2, 2015.
 (2) Total includes 1,350,000 common shares and 2,275,000 common stock purchase options exercisable between $0.11 and $0.30 per share with expiry dates between July 1, 2016 and February 26, 2020.
(3)  Total includes 250,000 common shares and 1,450,000 common stock purchase options exercisable between $0.11 and $0.30 per share with expiry dates between July 1, 2016 and February 26, 2020.
(4) Total includes 600,000 common shares and 3,300,000 common stock purchase options exercisable between $0.11 and $0.30 per share with expiry dates between July 1, 2016 and February 26, 2020.
(5) Total includes 850,000 common stock purchase options exercisable between $0.21 and $0.28 per share with expiry dates between March 7, 2017 and February 26, 2020.
(6) Total includes 731,000 common shares and 3,000,000 common stock purchase options exercisable between $0.11 and $0.30 per share with expiry dates between July 1, 2016 and February 26, 2020.
(7) Total includes 825,000 common shares and 2,275,000 common stock purchase options exercisable between $0.11 and $0.30 per share with expiry dates between July 1, 2016 and February 26, 2020.
(8) Total includes 100,000 common shares and 625,000 common stock purchase options exercisable between $0.11 and $0.23 per share with expiry dates between May 23, 2017 and February 26, 2020.
(9) Total includes 1,275,000 common shares and 3,400,000 common stock purchase options exercisable between $0.11 and $0.395 per share with expiry dates between July 1, 2016 and February 26, 2020.
(10) Total includes 400,000 common stock purchase options exercisable at $0.20 per share with an expiry date of February 26, 2020.
(11) Total includes 1,000,000 common shares, 100,000 common share purchase warrants exercisable at $0.15 per share with an expiry date of January 31, 2017 and 200,000 common stock purchase options exercisable at $0.20 with an expiry date of February 26, 2020.
(12) Total include items held by "Sarmat Resources Inc.", a related company, plus certain family members holdings.  Includes 4,460,000 common shares and 6,100,000 common stock purchase options exercisable between $0.11 and $0.30 per share with expiry dates between July 1, 2016 and February 26, 2020.
(13) Members of the Audit Committee.
(14) Parties whose shareholdings are a part of the total of "All directors and executive officers as a group (9 persons)".

Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company's equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company's securities with the SEC on Form 3 (Initial Statement of Beneficial Ownership), Form 4 (Statement of Changes of Beneficial Ownership of Securities) and Form 5 (Annual Statement of Beneficial Ownership of Securities).  Directors, executive officers and beneficial owners of more than 10% of the Company's Common Stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they filed.  Except as otherwise set forth herein, based solely on review of the copies of such forms furnished to the Company, or written representations that no reports were required, the Company believes that for the fiscal year ended June 30, 2015, beneficial owners and executives complied with Section 16(a) filing requirements applicable to them.

Changes in Control
We are not aware of any arrangements that may result in a change in control of the Company.

Interest of Informed Persons in Material Transactions
Except as otherwise disclosed herein, no Director or Officer of the Company, no proposed nominee for election to the Board, no person owning or exercising control over more than 10% of the Company's issued and outstanding Shares, and no associate or affiliate of any such person has had any material interest, direct or indirect, in any material transaction involving the Company within the fiscal year ended June 30, 2015, or any matter to be acted upon in respect of the Meeting other than the election of directors or the appointment of auditors. Directors and officers have an interest in the resolution to approve an advisory vote on executive compensation.

STATEMENT OF FUTURE EXECUTIVE COMPENSATION ADVISORY VOTES

CORPORATE GOVERNANCE PRACTICES


Corporate Governance

In Proposal 5,accordance with Canadian National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101"), the Company is providingrequired to disclose annually its corporate governance practices. The Board and management consider good corporate governance to be central to the effective and efficient operation of the Company. The Board is committed to sound corporate governance practices, which are both in the interest of its shareholders and contribute to effective and efficient decision making. The Board is of the view that the Company's approach to corporate governance is appropriate for its current size and resources, but will monitor its approach as it progresses in its business plans. The Company will periodically monitor and refine such practices as the size and scope of its operations increase. The Board regularly reviews, evaluates and modifies its governance program to ensure it is of the highest standard.

The Board is satisfied that the Company's governance plan is consistent with legal and stock exchange requirements.

Board of Directors

At the last meeting of stockholders held on December 16, 2014, the following individuals were elected as the Company's directors: V. Peter Harder, John Sanderson, Richard E. Schler, Craig Scherba, Quentin Yarie, Robin Borley, Albert A. Thiess, Jr., Dean Comand and Dalton Larson. Subsequently, Peter Harder was named Chairman and John Sanderson was named Vice-Chairman.

Since the last meeting of stockholders held on December 16, 2014, the Board has met six times.  All directors, except Mr. Yarie and Borley attended all six Board meetings. Mr. Yarie and Borley each attended five meetings.

Committees

The Company's Board has five committees: the Audit Committee, Disclosure Committee, Nomination Committee, Compensation Committee and Capital Projects Committee.

·Audit Committee:
The audit committee is a key component of the Company's commitment to maintaining a higher standard of corporate responsibility. This committee consists of Albert A. Thiess Jr., Dean Comand and John Sanderson, all of whom are financially literate (see biographies under "Nominees" section above) and independent as per the independence standards of the NYSE Amex in the United States of America and as per the standards of NI 58-101 in Canada (each are independent directors as they do not have involvement in the day-to-day operations of the Company).

The audit committee assists our Board in its oversight of the Company's accounting and financial reporting processes and the annual audits of the Company's financial statements, including (i) the quality and integrity of the Company's financial statements, (ii) the Company's compliance with legal and regulatory requirements in both Canada and the United States of America, (iii) the independent auditors' qualifications and independence, and (iv) the performance of the Company's internal audit functions and independent auditors, as well as other matters which may come before it as directed by the Board. Further, the audit committee, to the extent it deems necessary or appropriate, among its several other responsibilities, shall: (1) be responsible for the appointment, compensation, retention, termination and oversight of the work of any independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company; (2) discuss the annual audited financial statements and the quarterly unaudited financial statements with management and, if necessary the independent auditor prior to their filing with the SEC in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q; (3) review with the Company's financial management on a periodic basis (a) issues regarding accounting principles and financial statement presentations, including any significant changes in the company's selection or application of accounting principles, and (b) the effect of any regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the company; (4) monitor the Company's policies for compliance with federal, state, local and foreign laws and regulations and the Company's policies on corporate conduct; (5) maintain open, continuing and direct communication between the Board, the committee and both the company's independent auditors and its internal auditors; and (6) monitor our compliance with legal and regulatory requirements and compliance with federal, state and local laws and regulations, including the Foreign Corrupt Practices Act.

·Disclosure Committee:
The Board has adopted a Disclosure Policy and created a Disclosure Committee. This committee consists of the Chairman, the President and Chief Executive Officer, the Chief Financial Officer and the Senior Vice President of Corporate Development.

The majority of the Committee members must approve all disclosure made by the Company with such majority being made up of at least two directors.  The objective of the Disclosure Policy is to ensure that communications with the investing public are timely, factual and accurate, and broadly disseminated in accordance with all applicable legal and regulatory requirements.  The Disclosure Policy extends to all employees of the Company, the Board, those authorized to speak on behalf of the Company and all other insiders of the Company.  It covers disclosures in documents filed with securities regulators, financial and non-financial disclosure, including management's discussion and analysis, written statements made in the Company's annual and interim reports, news releases, letters to stockholders, presentations by senior management, information on the Company's web site and other electronic communications. It extends to oral statements made in meetings and telephone conversations with analysts and investors, media interviews, speeches and press conferences.

·Nomination Committee:
The Company has established a director nomination committee to appoint and assesses the performance of directors.  This committee consists of John Sanderson (Chair of this Committee), Peter Harder and Albert A. Thiess, Jr.

The nominating committee seeks to attract and maintain directors with business expertise, and in particular, knowledge of mineral development, geology, investment banking, corporate law and finance.  Further, the Company seeks to have the right mix of these disciplines.  Nominations tend to be the result of recruitment efforts by management and directors, which are then presented to the nominating committee and then to the Board for consideration. Messrs. Sanderson, Harder, and Thiess are independent as per the independence standards of the NYSE Amex in the United States of America and the standards of National Instrument 58-101 in Canada.

·Compensation Committee:
The Company has established a compensation committee to determine the compensation for the Company's directors and officers.  This committee consists of John Sanderson (Chair of this Committee), Peter Harder, Albert A. Thiess, Jr. and Dalton Larson.  Messrs. Sanderson, Harder, and Thiess are independent as per the independence standards of the NYSE Amex in the United States of America and the standards of NI 58-101 in Canada.

The committee determines compensation based on industry standards, the employee or consultant's level of experience, and the Company's financial situation.

·Capital Projects Committee:
The Capital Projects Committee was formed in 2010 to advance the Madagascar Molo and Green Giant Project.  This committee consists of the Chief Financial Officer, Albert A. Thiess, Jr., Craig Scherba and Dean Comand.

Directorships

The following directors of the Company are presently directors of the following other issuers that are reporting issuers, or the equivalent, in a Canadian or foreign jurisdiction:

Name
Name of Reporting Issuer
Exchange
Position
V. Peter Harder
Power Financial Corporation
IGM Financial Corporation
Telesat Canada,
Northland Power Inc.
Timberwest Forest Company
Magna International Inc.
TSX
TSX
TSX
TSX
TSX
TSX/NYSE
Director
Director
Director
Director
Director
Director
Craig ScherbaHoney Badger Exploration Inc.
TSX-V
Director
John Sanderson
MacDonald Mines Exploration Ltd
Honey Badger Exploration Inc.
TSX-V
TSX-V
Chairman of the Board
Chairman of the Board
Quentin Yarie
MacDonald Mines Exploration Ltd
Red Pine Exploration Inc.
TSX-V
TSX-V
Director
Director
"TSX" – Toronto Stock Exchange, "TSX-V" = Toronto Venture Stock Exchange, NYSE = New York Stock Exchange

Orientation and Continuing Education

The Company does not provide a formal orientation and education program for new directors.  New directors are given an opportunity to familiarize themselves with the Company by visiting the Company's corporate offices, meeting with other directors, reviewing the rules and regulations of the stock exchanges where the Company's shares are listed, and reviewing the Company's by-laws and related documents.  Moreover, new directors are invited to speak with the Company's solicitors, auditors and other service providers to become familiar with their legal responsibilities.

Ethical Business Conduct

The role of the Board is to oversee the conduct of the Company's business, to set corporate policy and to supervise management, which is responsible to the Board for the day-to-day conduct of business.  Material transactions are addressed at the Board level. The Board discharges five specific responsibilities as part of its stewardship responsibility.  These are: (1) Strategic Planning Process: given the Company's size, the strategic plan is carried out directly by management, with input from and assistance of the Board; (2) Managing Risk: the Board directly oversees most aspects of the business of the Company and thus, does not require elaborate systems or numerous committees to effectively monitor and manage the principal risks of all aspects of the business of the Company; (3) Appointing, Training, and Monitoring Senior Management: no elaborate system of selection, training and assessment of Management has been established, given the operations and size of the Company; however, the Board closely monitors Management's performance, which is measured against the overall strategic plan, through reports by and regular meetings with management; (4) Communication Policy: the Company has a disclosure committee and formal disclosure policy allowing it to communicate effectively and accurately with its stockholders, other stakeholders, and the public generally through statutory filings and news releases; the stockholders are also given an opportunity to votemake comments or suggestions at stockholder meetings; these comments and suggestions are then factored into the Board's decisions; and (5) Ensuring the integrity of the Company's Internal Control and Management Information System:  given the involvement of the Board in operations, the reports from and the meetings with management, the Board can effectively track and monitor the implementation of approved strategies.

Code of Ethics

The Company has adopted a code of business conduct and ethics that applies to approve,its directors, officers, and employees, including its principal executive officers, principal financial officer, principal accounting officer, controller or persons performing similar functions.  The Financial Code of Business Conduct was filed as Exhibit 14.1 to our Annual Report on an advisory, non-binding basis, the compensation of our named executive officers. In this Proposal 6, we are asking our stockholders to cast a non-binding advisory vote regarding the frequency of future executive compensation advisory votes. Stockholders may voteForm 10-QSB for a frequency of every one, two, or three years, or may abstain from casting a vote.

June 30, 2004 as filed on May 19, 2004.


The Board of Directors will take into consideration the outcome of this vote in making a determination about the frequency of future executive compensation advisory votes. However, because this vote is advisory and non-binding, the Board of Directors may decide that it is in the best interests of our stockholders and the Company to hold the advisory vote to approve executive compensation more or less frequently. In the future, we will propose an advisory vote on the frequency of the executive compensation advisory vote at least once every six calendar years.

After careful consideration, the Board of Directors believes that the executive compensation advisory vote should be held every three years, and therefore our Board of Directors recommends that you vote for a frequency of every three years for future executive compensation advisory votes.

Relationship with Management


The Company believes that a once-every-three-years executive compensation advisory vote will allow our stockholders to evaluate executive compensation on a more thorough, longer-term basis than an annual or biennial vote. The Company will take a long-term view of executive compensation and encourages its stockholders to do the same. Too-frequent executive compensation advisory votes may encourage short-term analysis of executive compensation. In addition, an annual or biennial executive compensation advisory vote may not allow stockholders sufficient time to evaluate the effect of changes made to the Company’s executive compensation program. In determining to recommend that stockholders vote for a frequency of once every three years, the Company considered how an advisory vote at this frequency will provide stockholders sufficient time to evaluate the effectiveness of our executive compensation policies and practices in the context of our long-term business results rather than emphasizing short-term and potentially one-time fluctuations in our business results or executive compensation. In addition, a vote every three years will provide the Company sufficient time to be responsive to stockholder views.

The Board of Directors believes that holding the executive compensation advisory vote every three years is in the best interestsPresident & Chief Executive Officer of the Company is a member of the Board, as is usual in a company of this size.  The Board feels that this is not an impediment to the proper discharge of its responsibilities.  Interaction between members of management and the Board, inside and outside Board meetings, ensures that the Board is informed and the Board members' experience utilized by management.  The Board remains cognizant to corporate governance issues and seeks to set up structures to ensure the effective discharge of its stockholdersresponsibilities without creating additional costs.  The Board is committed to ensuring the Company's long-term viability, and recommends votingthe well-being of its employees and of the communities in which it operates.  The Board has also adopted a policy of permitting individual directors, under appropriate circumstances, to engage legal, financial or other advisors at the Company's expense.


AUDIT COMMITTEE INFORMATION AND OVERSIGHT

National Instrument 52-110 ("NI 52-110") requires that certain information regarding the Audit Committee be included in the management information circular sent to shareholders in connection with the issuer's annual meeting.  The full text of the charter of the Company's Audit Committee is attached hereto as "Appendix A".

The Audit Committee is responsible for a frequencythe oversight and for recommending the appointment, compensation, retention, termination of every “three years”. Proxies solicitedan independent external auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company.  The Company has not yet adopted any specific policies or procedures regarding the engagement of non-audit services, but does review such matters as they arise in light of factors such as the Company's current needs and the availability of services.

During fiscal 2015, the Audit Committee met four times in person or by telephone. All Audit Committee members attended all four meetings.

External Auditor Service Fees

The Board considers that the work done in the year ended June 30, 2015 by our company's external auditors, MNP LLP is compatible with maintaining MNP LLP.  All of the work expended by MNP LLP on our June 30, 2015 audit was attributed to work performed by MNP LLP's full-time, permanent employees.

Audit Fees: The aggregate fees, including expenses, billed by the BoardCompany's auditor in connection with the audit of Directors will be votedour financial statements for a frequencythe most recent fiscal year and for the review of every three years unless stockholders specifyour financial information included in our Annual Report on Form 10-K and our quarterly reports on Form 10-Q during the fiscal year ending June 30, 2015 was CAD$70,000 (June 30, 2014: CAD$66,000).
Audit-Related Fees:  The aggregate fees, including expenses, billed by the Company's auditor for services reasonably related to the contrary.

Recommendationaudit for the year ended June 30, 2015 were CAD$10,330 (June 30, 2014: CAD$3,960).


All Other Fees: The aggregate fees, including expenses, billed for all other services rendered to the Company by its auditor during year ended June 30, 2015 was $21,676 (June 30, 2014: $12,243).

COMPENSATION

Compensation of Executives
The table below sets forth certain summary information concerning the compensation paid or accrued during each of our last three completed fiscal years to our principal executive officer and four most highly compensated executive officers who received compensation over $100,000 for the fiscal year ended June 30, 2015 (Named Executive Officers" or "NEO"):

Name and Principal PositionFiscal Year
Salary
($)(2)
Bonus
($)
Stock Award
($)(3)
Option Award ($)
Non Equity Inventive Plan Compensation
($)
Change in Pension Value & Non Qualified Deferred Compensation Earnings ($)
All Other Compensation
($)(1)
Total
($)(1)
Craig Scherba
CEO, President and Director*
201557,3000000045,613102,913
2014167,3050000061,566228,871
2013130,00000000134,700264,700
          
Richard E. Schler, Former CEO and Former Director **2015149,12300000120,866269,989
2014218,9550000084,174303,129
2013197,00800000280,428477,438
          
Robin Borley, SVP and Director***2015187,2000000017,430204,630
2014116,90000000
 26,820
143,720
201300000000
          
Peter Liabotis, Former Chief Financial Officer & SVP****2015103,3270000044,617147,944
2014210,0550000058,755268,810
2013171,5000000098,780270,280
          
Brent Nykoliation, SVP2015115,7260000057,941173,667
2014210,2590000061,825272,084
2013190,00900000125,720315,729
*On July 30, 2015, Mr. Scherba became the Chief Executive Officer, replacing Mr. Schler who resigned from the Company.
**Mr. Schler was appointed Chief Executive Officer on September 19, 2013 and resigned in July 2015.
***Mr. Borley was appointed Senior Vice President of Mine Development and a Director on December 1, 2013.
****Mr. Liabotis was replaced as Chief Financial Officer by Mr. Marc Johnson on October 23, 2015.

(1)The values in the "All Other Compensation" above do not represent a cash payment of any kind. Rather these values represent the calculated Black-Scholes theoretical value of granted options.  It is important to note that these granted options may or may not ever be exercised.  Whether granted options are exercised or not will be based primarily, but not singularly, on the Company's future stock price and whether the granted options become "in-the-money". If these granted options are unexercised and expire, the cash value or benefit to the above noted individuals is $nil.
(2)Amount includes salary and/or consulting fees paid during the noted year.
(3)     The amounts, if any, in the "Stock Awards" column of the Board

"Summary Compensation" table have been calculated based upon the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 and there are no awards subject to performance conditions.


The BoardCompany does not have any employment or consulting agreements with Messrs. Scherba, Borley or Nykoliation.  Each receives consulting fees and/or monthly salaries.  Until his resignation, Mr. Schler received approximately CAD$15,000 per month.  Mr. Borley receives approximately USD$17,000 per month. Messrs. Scherba and Nykoliation receive approximately CAD$11,000 per month.  Compensation for these individuals varies from month to month depending on various factors.  The Company has a management company agreement with Mr. Johnson, who will receive approximately CAD$8,000 per month.  His contract is for an indefinite term with a 3-month termination notice, which is subject to certain change of control provisions.

Compensation of Directors recommends that
The following table summarizes compensation paid to or earned by our directors who are not Named Executive Officers for their service as directors of our company during the stockholders vote “FOR”fiscal year ended June 30, 2015.  Other than stock options granted from time to time, directors currently receive no remuneration for their acting in such capacity.

NameFees Earned or Paid in Cash ($)Stock Awards ($)
Option Awards (1)
($)
Non-Equity Incentive Plan Compensation ($)Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)All other Compensation ($)
Total (1)
($)
V. Peter Harder, Director00
37,147 (1)
000
37,147 (1)
John Sanderson, Director00
35,196 (1)
000
35,196 (1)
Quentin Yarie, Director16,5290
39,637 (1)
000
56,166 (1)
Albert A. Thiess, Jr., Director00
9,711 (1)
000
9,711 (1)
Dean Comand, Director00
19,920 (1)
000
19,920 (1)
Dalton Larson00
9,960 (1)
000
9,960 (1)
 (1)The values in the "Option Awards" and included within the "Total" columns above do not represent a cash payment of any kind. Rather these values represent the calculated Black-Scholes theoretical value of granted options.  It is important to note that these granted options may or may not ever be exercised.  Whether granted options are exercised or not will be based primarily, but not singularly, on the Company's future stock price and whether the granted options become "in-the-money". If these granted options are unexercised and expire, the cash value or benefit to the above noted individuals is $nil.

Outstanding Stock Option Grants
Outstanding stock options granted to Named Executive Officers ("NEO's") and Directors as at June 30, 2015 are as follows:

 Option Awards
 
 
 
 
Name
No. of Securities Underlying Unexercised
Options Exercisable (#)
No. of Securities Underlying
Unexercised Options
Unexercisable (#)
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date
Richard E. Schler, NEO
 
600,000
675,000
225,000
200,000
1,340,000
650,000
170,000
200,000
475,000
1,100,000
465,000
00
0.30
0.29
0.20
0.21
0.28
0.21
0.11
0.15
0.18
0.15
0.20
July 1, 2016
July 13, 2016
Oct 24, 2016
Dec 1, 2016
March 7, 2017
Feb 27, 2018
July 9, 2018
Sept 19, 2018
Jan 10, 2019
July 3, 2019
Feb 26, 2020
Craig Scherba, NEO
350,000
200,000
200,000
400,000
750,000
180,000
500,000
250,000
470,000
00
0.30
0.20
0.21
0.28
0.21
0.11
0.18
0.15
0.20
July 1, 2016
Oct 24, 2016
Dec 1, 2016
March 7, 2017
Feb 27, 2018
July 9, 2018
Jan 10, 2019
July 3, 2019
Feb 26, 2020
Peter Liabotis, NEO
350,000
200,000
200,000
350,000
550,000
150,000
500,000
250,000
450,000
00
0.30
0.20
0.21
0.28
0.21
0.11
0.18
0.15
0.20
July 1, 2016
Oct 24, 2016
Dec 1, 2016
March 7, 2017
Feb 27, 2018
July 9, 2018
Jan 10, 2019
July 3, 2019
Feb 26, 2020
Robin Borley, NEO
125,000
75,000
300,000
350,000
00
0.28
0.21
0.18
0.20
March 7, 2017
Feb 27, 2018
Jan 10, 2019
Feb 26, 2020
Brent Nykoliation, NEO
 
450,000
200,000
200,000
350,000
700,000
175,000
75,000
400,000
400,000
450,000
00
0.30
0.20
0.21
0.28
0.21
0.11
0.15
0.18
0.15
0.20
July 1, 2016
Oct 24, 2016
Dec 1, 2016
March 7, 2017
Feb 27, 2018
July 9, 2018
Sept 19, 2018
Jan 10, 2019
July 3, 2019
Feb 26, 2020

Outstanding Stock Appreciation Rights Grants
The Company has no stock appreciation rights.

Outstanding Stock Awards at Year End
There were no outstanding stock awards as at June 30, 2015.

Options Exercises and Stocks Vested
No options were exercised and no stocks vested during the year ended June 30, 2015.

Grants of Plan-Based Awards
There were no grants of plan-based awards to a frequencynamed executive officer during the year ended June 30, 2015.

Non Qualified Deferred Compensation
As at June 30, 2015, the Company had no formalized deferred compensation plan.

Other Compensation and Awards
As at June 30, 2015, the Company had no arrangements in place relating to the termination of every “three years” foremployees or NEOs (i.e. no Golden Parachute Compensation).

Long-Term Incentive Plan Awards Table
There are no Long-Term Incentive Plans in place at this time.

Pension Benefits
As of June 30, 2015, the executive compensation advisory.

Company had no pension or retirement plans.


Certain Relationships & Related Transactions

Except as noted under the section “Compensation"Compensation of Executives”,Executives" and below, none of the following parties, since July 1, 2012,2014, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction with us that has or will materially affect us: any of our directors or officers; any person proposed as a nominee for election as a director; any person who beneficially owns, directly or indirectly, shares carrying more than 10% of theour Company's voting rights attached to our outstanding shares of Shares;common shares;  any of our promoters;  any relative or spouse of any of the foregoing persons who has the same house as such person.

Annual Report

All stockholders


The following are the related party transactions for the year ended June 30, 2015:
a)The Company incurred a total of $98,595 (June 30, 2014: $112,200) in office administration and rent expense from a public company related by common management, Red Pine Exploration Inc (TSX.V: "RPX"). (Source: www.sedi.ca as ofNovember 2, 2015.).
 
Name
 
 
Title at Energizer
 
 
Title at Red Pine
 
Shares Held
in RPX
% Ownership
of RPX
Richard Schler
 
Former CEO and Former DirectorFormer CEO and Former Director
1,458,200
 
2.1%
 
Craig ScherbaDirector, CEO & PresidentSVP - Chief Geologist318,0000.7%
Peter LiabotisFormer CFOFormer CFO454,0000.5%
Brent NykoliationSenior VPDirector374,1900.7%
 
Total
  
 
2,604,390
 
3.8%

b)The Company incurred $629,204 (June 30, 2014: $1,190,585) in mineral exploration, administrative, management and consulting fees to directors and officers and paid or accrued directly to directors and officers or companies under their control.
c)The Company incurred $1,927,797 (June 30, 2014: $1,533,953) in charges from a mining and engineering firm for which one of the Company's directors serves as a senior officer and a director which was included in mineral exploration expense.
d)During the year ended June 30, 2014, and subsequently revised during the year ended June 30, 2015, the Company entered into an agreement to option a 75% interest in the Sagar Property to Honey Badger Exploration Inc. (TSX-V: "TUF"), a public company related by common management.
The following are the related party balances for the year ended June 30, 2015:
a)Related party balances of $Nil (June 30, 2014: $54,764) were included in amounts receivable and prepaid expenses and $24,048 (June 30, 2014: $33,019) related to rent, was included in accounts payable and accrued liabilities.
b)The Company advanced a short-term loan to MacDonald Mines Exploration Ltd. (TSX-V: "BMK"), a company related by way of common management, totaling $120,238 (June 30, 2014: $46,366). This loan is interest bearing at a rate of 5%. No amounts have been paid back up to June 30, 2015. Accrued interest due totaled $3,863 (June 30, 2014: $142) as at June 30, 2015, and is included in the balance. A $53,603 (June 30, 2014: $Nil) impairment charge was recorded against this loan as of June 30, 2015. The Company's short-term loan amounts with RPX of $24,964 and TUF of $23,182 which existed as of June 30, 2014 were repaid during the year.
c)Of the $Nil (June 30, 2014: $1,533,007) in charges from a mining and engineering firm for which one of the Company's former directors serves as a senior officer and director. $Nil (June 30, 2014: $633,418) is included in accounts payable and accrued liabilities.
d)$46,292 (June 30, 2014: $264,922) was included within accounts payable and accrued liabilities as a committed amount due to the former Chief Executive Officer of the Company.

Indebtedness of recordManagement and Directors
As at the date hereof, there is no indebtedness other than routine indebtedness owing by any directors, officers, employees or former directors, officers or employees of the Company to the Company or to another entity where the indebtedness to such other entity is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its Subsidiaries. Additionally, no individual who is, or at any time during the Company's last financial year was, a director or officer of the Company, proposed management nominee for director of the Company or associate of any such director, officer or proposed nominee is, or at any time since the beginning of the Company's last financial year has been, indebted to the Company or to another entity where the indebtedness to such other entity is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company, including indebtedness for security purchase or any other programs.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of June 30, 2015 for (i) all compensation plans previously approved by the record dateCompany's security holders and (ii) all compensation plans not previously approved by the Company's security holders.

Plan Category
 
 
 
Number of securities to be issued upon exercise of outstanding options, and warrants
  
 
Weighted-average exercise price of outstanding options and warrants
  
 
Number of securities remaining available for future under equity compensation plans (excluding securities reflected in column (a)
 
Equity compensation plans approved by security holders 35,365,000  $0.22   7,635,000 
Equity compensation plans not approved by security holders --   --   -- 
The following table presents, as of June 30, 2015, the number of stock options issued pursuant to the shareholder approved Amended and Restated 2006 Stock Option Plan issued to Named Executive Officers and Directors.

 Option Awards as of June 30, 2015
 
 
 
 
Name
No. of Shares of Common Stock  Underlying Unexercised
Common Stock Purchase Options Exercisable (#)
Date of GrantAdditional Consideration to be Received Upon Exercise or Material Conditions required to Exercise

Option Exercise Price ($)

Value Realized if Exercised
($) *

Option Expiration Date
Craig Scherba, NEO (1)
350,000
200,000
200,000
400,000
750,000
180,000
500,000
250,000
470,000
July 1, 2011
Oct 24, 2011
Dec 1, 2011
March 7, 2012
Feb 27, 2013
July 9, 2013
Jan 10, 2014
July 3, 2014
Feb 26, 2015
 None
None
None
None
None
None
None
None
None
0.30
0.20
0.21
0.28
0.21
0.11
0.18
0.15
0.20
0
0
0
0
0
0
0
0
0
July 1, 2016
Oct 24, 2016
Dec 1, 2016
March 7, 2017
Feb 27, 2018
July 9, 2018
Jan 10, 2019
July 3, 2019
Feb 26, 2020
Robin Borley, NEO
125,000
75,000
300,000
350,000
March 7, 2012
Feb 27, 2013
Jan 10, 2014
Feb 26, 2015
None
None
None
None
0.28
0.21
0.18
0.20
0
0
0
0
March 7, 2017
Feb 27, 2018
Jan 10, 2019
Feb 26, 2020
Brent Nykoliation, NEO
 
450,000
200,000
200,000
350,000
700,000
175,000
75,000
400,000
400,000
450,000
July 1, 2011
Oct 24, 2011
Dec 1, 2011
March 7, 2012
Feb 27, 2013
July 9, 2013
Sept 19, 2013
Jan 10, 2014
July 3, 2014
Feb 26, 2015
 None
None
None
None
None
None
None
None
None
None
0.30
0.20
0.21
0.28
0.21
0.11
0.15
0.18
0.15
0.20
0
0
0
0
0
0
0
0
0
0
July 1, 2016
Oct 24, 2016
Dec 1, 2016
March 7, 2017
Feb 27, 2018
July 9, 2018
Sept 19, 2018
Jan 10, 2019
July 3, 2019
Feb 26, 2020
Quentin Yarie, Director
300,000
50,000
150,000
300,000
300,000
100,000
50,000
425,000
250,000
350,000
July 1, 2011
Oct 24, 2011
Dec 1, 2011
March 7, 2012
Feb 27, 2013
July 9, 2013
Sept 19, 2013
Jan 10, 2014
July 3, 2014
Feb 26, 2015
 None
None
None
None
None
None
None
None
None
None
0.30
0.20
0.21
0.28
0.21
0.11
0.15
0.18
0.15
0.20
0
0
0
0
0
0
0
0
0
0
July 1, 2016
Oct 24, 2016
Dec 1, 2016
March 7, 2017
Feb 27, 2018
July 9, 2018
Sept 19, 2018
Jan 10, 2019
July 3, 2019
Feb 26, 2020
V. Peter Harder, Director
225,000
25,000
75,000
100,000
275,000
25,000
250,000
250,000
250,000
300,000
July 1, 2011
Oct 24, 2011
Dec 1, 2011
March 7, 2012
Feb 27, 2013
July 9, 2013
Oct 9, 2013
Jan 10, 2014
July 3, 2014
Feb 26, 2015
 None
None
None
None
None
None
None
None
None
None
0.30
0.20
0.21
0.28
0.21
0.11
0.13
0.18
0.15
0.20
0
0
0
0
0
0
0
0
0
0
July 1, 2016
Oct 24, 2016
Dec 1, 2016
March 7, 2017
Feb 27, 2018
July 9, 2018
Oct 9, 2018
Jan 10, 2019
July 3, 2019
Feb 26, 2020
John Sanderson, Director
125,000
50,000
50,000
100,000
100,000
25,000
50,000
400,000
200,000
350,000
July 1, 2011
Oct 24, 2011
Dec 1, 2011
March 7, 2012
Feb 27, 2013
July 9, 2013
Sept 19, 2013
Jan 10, 2014
July 3, 2014
Feb 26, 2015
 None
None
None
None
None
None
None
None
None
None
0.30
0.20
0.21
0.28
0.21
0.11
0.15
0.18
0.15
0.20
0
0
0
0
0
0
0
0
0
0
July 1, 2016
Oct 24, 2016
Dec 1, 2016
March 7, 2017
Feb 27, 2018
July 9, 2018
Sept 19, 2018
Jan 10, 2019
July 3, 2019
Feb 26, 2020
Albert A. Thiess, Jr., Director
180,000
100,000
25,000
125,000
195,000
 May 23, 2012
Feb 27, 2013
July 9, 2013
Jan 10, 2014
Feb 26, 2015
None
None
None
None
None
0.23
0.21
0.11
0.18
0.20
0
0
0
0
0
May 23, 2017
Feb 27, 2018
July 9, 2018
Jan 10, 2019
Feb 26, 2020
Dean Comand, Director400,000Feb 26, 2015None0.200Feb 26, 2020
Dalton Larson, Director200,000Feb 26, 2015None0.200Feb 26, 2020
Richard Schler, Former NEO (2)
 
600,000
225,000
200,000
1,340,000
675,000
650,000
170,000
200,000
475,000
1,100,000
465,000
July 1, 2011
Oct 24, 2011
Dec 1, 2011
March 7, 2012
July 13, 2012
Feb 27, 2013
July 9, 2013
Sept 19, 2013
Jan 10, 2014
July 3, 2014
Feb 26, 2015
None
None
None
None
None
None
None
None
None
None
None
0.30
0.20
0.21
0.28
0.29
0.21
0.11
0.15
0.18
0.15
0.20
0
0
0
0
0
0
0
0
0
0
0
July 1, 2016
Oct 24, 2016
Dec 1, 2016
March 7, 2017
July 13, 2017
Feb 27, 2018
July 9, 2018
Sept 19, 2018
Jan 10, 2019
July 3, 2019
Feb 26, 2020
Peter Liabotis,
Former NEO (3)
350,000
200,000
200,000
350,000
550,000
150,000
500,000
250,000
450,000
July 1, 2011
Oct 24, 2011
Dec 1, 2011
March 7, 2012
Feb 27, 2013
July 9, 2013
Jan 10, 2014
July 3, 2014
Feb 26, 2015
 None
None
None
None
None
None
None
None
None
0.30
0.20
0.21
0.28
0.21
0.11
0.18
0.15
0.20
0
0
0
0
0
0
0
0
0
July 1, 2016
Oct 24, 2016
Dec 1, 2016
March 7, 2017
Feb 27, 2018
July 9, 2018
Jan 10, 2019
July 3, 2019
Feb 26, 2020
*Based on a closing price of $0.09 on June 30, 2015 and presuming all options are concurrently herewith being sentexercised.
(1)On July 30, 2015, Mr. Scherba became the Chief Executive Officer, replacing Mr. Schler who has resigned from the Company.
(2)Mr. Schler resigned as Chief Executive Officer in July 2015.
(3)Mr. Liabotis was replaced as Chief Financial Officer in on October 23, 2015.
Option Awards as of June 30, 2015
Name
No. of Shares of Common Stock Underlying Unexercised
Common Stock Purchase Options Exercisable (#)
Date of GrantAdditional Consideration to be Received Upon Exercise or Material Conditions required to Exercise

Option Exercise Price ($)

Option Expiration Date
Current Named Executive Officers, as a group on June 30, 2015 (5 persons): Craig Scherba(1), Richard Schler(2), Peter Liabotis(3), Robin Borley, Brent Nykoliation.
1,750,000
675,000
825,000
800,000
2,565,000
2,725,000
675,000
275,000
2,175,000
2,000,000
2,185,000
July 1, 2011
July 13, 2012
Oct 24, 2011
Dec 1, 2011
March 7, 2012
Feb 27, 2013
July 9, 2013
Sept 19, 2013
Jan 10, 2014
July 3, 2014
Feb 26, 2015
None
None
None
None
None
None
None
None
None
None
None
0.30
0.29
0.20
0.21
0.28
0.21
0.11
0.15
0.18
0.15
0.20
July 1, 2016
July 13, 2016
Oct 24, 2016
Dec 1, 2016
March 7, 2017
Feb 27, 2018
July 9, 2018
Sept 19, 2018
Jan 10, 2019
July 3, 2019
Feb 26, 2020
Total NEO's as of  June 30, 2015, as a group (5 persons): 16,650,000
All current Directors who are not NEO's or executive officers as a group on June 30, 2015 (6 persons)  - V. Peter Harder,  John Sanderson, Quentin Yarie, Albert A. Thiess, Jr., Dean Comand & Dalton Larson.
650,000
125,000
275,000
500,000
180,000
775,000
175,000
100,000
250,000
1,200,000
700,000
1,795,000
July 1, 2011
Oct 24, 2011
Dec 1, 2011
March 7, 2012
May 23, 2012
Feb 27, 2013
July 9, 2013
Sept 19, 2013
Oct 9, 2013
Jan 10, 2014
July 3, 2014
Feb 26, 2015
None
None
None
None
None
None
None
None
None
None
None
None
0.30
0.20
0.21
0.28
0.23
0.21
0.11
0.15
0.13
0.18
0.15
0.20
July 1, 2016
Oct 24, 2016
Dec 1, 2016
March 7, 2017
May 23, 2017
Feb 27, 2018
July 9, 2018
Sept 19, 2018
Oct 9, 2018
Jan 10, 2019
July 3, 2019
Feb 26, 2020
Total all current Directors who are not NEO's or executive officers as a group as of June 30, 2015 (6 persons): 6,725,000
All Directors (9 persons) - V. Peter Harder,  John Sanderson, Richard Schler, Craig Scherba, Robin Borley,  Quentin Yarie, Albert A. Thiess, Jr., Dean Comand & Dalton Larson,.
1,600,000
675,000
550,000
675,000
2,365,000
180,000
2,250,000
525,000
300,000
250,000
2,475,000
2,050,000
3,080,000
July 1, 2011
July 13, 2012
Oct 24, 2011
Dec 1, 2011
March 7, 2012
May 23, 2012
Feb 27, 2013
July 9, 2013
Sept 19, 2013
Oct 9, 2013
Jan 10, 2014
July 3, 2014
Feb 26, 2015
None
None
None
None
None
None
None
None
None
None
None
None
None
0.30
0.29
0.20
0.21
0.28
0.23
0.21
0.11
0.15
0.13
0.18
0.15
0.20
July 1, 2016
July 13, 2016
Oct 24, 2016
Dec 1, 2016
March 7, 2017
May 23, 2017
Feb 27, 2018
July 9, 2018
Sept 19, 2018
Oct 9, 2018
Jan 10, 2019
July 3, 2019
Feb 26, 2020
Total all current Directors as of  June 30, 2015 (9 persons): 16,975,000
All employees (excluding all Named Executive Officers as they also serve as executive officers and/or directors) as a group.
900,000
975,000640,000
685,000
1,810,000
1,275,000
230,000
300,000
550,000
1,575,000
250,000
July 1, 2011
July 13, 2012
Oct 24, 2011
Dec 1, 2011
March 7, 2012
Feb 27, 2013
July 9, 2013
Sept 19, 2013
Jan 10, 2014
July 3, 2014
Feb 26, 2015
None
None
None
None
None
None
None
None
None
None
None
0.30
0.29
0.20
0.21
0.28
0.21
0.11
0.15
0.18
0.15
0.20
July 1, 2016
July 13, 2016
Oct 24, 2016
Dec 1, 2016
March 7, 2017
Feb 27, 2018
July 9, 2018
Sept 19, 2018
Jan 10, 2019
July 3, 2019
Feb 26, 2020
Total employees (excluding all NEO's as they serve as executive officers) as a group as of June 30, 2015: 9,190,000
Outstanding Options  - all parties
3,600,000
1,650,000
1,640,000
1,910,000
5,400,000
180,000
5,250,000
1,080,000
675,000
250,000
4,450,000
250,000
4,550,000
4,480,000
July 1, 2011
July 13, 2012
Oct 24, 2011
Dec 1, 2011
March 7, 2012
May 23, 2012
Feb 27, 2013
July 9, 2013
Sept 19, 2013
Oct 9, 2013
Jan 10, 2014
Feb 6, 2014
July 3, 2014
Feb 26, 2015
None
None
None
None
None
None
None
None
None
None
None
None
None
None
0.30
0.29
0.20
0.21
0.28
0.23
0.21
0.11
0.15
0.13
0.18
0.18
0.15
0.20
July 1, 2016
July 13, 2016
Oct 24, 2016
Dec 1, 2016
March 7, 2017
May 23, 2017
Feb 27, 2018
July 9, 2018
Sept 19, 2018
Oct 9, 2018
Jan 10, 2019
Feb 6, 2019
July 3, 2019
Feb 26, 2020
Total Options as of June 30, 2015 (all parties): 35,365,000
(1)On July 30, 2015, Mr. Scherba became the Chief Executive Officer, replacing Mr. Schler who has resigned from the Company.
(2)Mr. Schler resigned as Chief Executive Officer in July 2015.
(3)Mr. Liabotis was replaced as Chief Financial Officer in on October 23, 2015.
In addition, please note the following:
·There are no associates of any such directors, executive officers, or nominees to that have or are to receive options or any other person who received or is to receive 5 percent of such options, warrants or rights.
·All of the stock options in the above noted table are convertible into common stock.
·The exercise price of all of the stock options noted above were based on the closing price the date before the granting of the stock option.
·There are no cashless or other provisions aside from the right for the holder of the stock option to exercise.
·Other than as noted above in respect of Mr. Schler and Mr. Liabotis, all NEO's provide the Company services on an ongoing basis.
·Messrs Harder, Sanderson, Thiess, Comand and Larson provide director services on an ongoing basis.

ANNUAL REPORT

All Stockholders will receive a notice and access notification, which will contain information on how to obtain electronic and paper copies of the Meeting Materials in advance of the Meeting, including a copy of the Company’sCompany's Annual Report on Form 10-K for the fiscal year ended June 30, 2013.2015.  Any stockholder of the Company may obtain without charge additional copies of the Company’sCompany's Annual Report on Form 10-K for the 20132015 fiscal year, as filed with the Securities and Exchange Commission, by writing to the Chief Financial Officer of Energizer Resources at 1224 Washington Avenue, Miami Beach,525 93 Street, Surfside, FL 33139,33154 USA or 520 – 141 Adelaide Street West, Toronto, Ontario, M5H 3L5, Canada.

24

Stockholder Proposals

ADDITIONAL INFORMATION

Additional information relating to the Company, including the Company's annual filings (including audited consolidated financial statements and management's discussion and analysis) for the year ended June 30, 2015, can be found on SEDAR at www.sedar.com, on the United States Securities and Exchange Commission website at www.sec.gov. Stockholders may also request copies from the Secretary of the Company by e-mail at info@energizerresources.com or by phone at (800) 818-5442. Such copies will be made available free of charge.

STOCKHOLDER PROPOSALS & Nominations

UnderNOMINATIONS


Pursuant to Rule 14a-8 under the Exchange Act, stockholderscertain stockholder proposals may present proper proposals for inclusion in our proxy statement and for consideration at our next annual and special meeting of stockholders. To be eligible for inclusion in our 2014the Company's proxy statement, your proposalmaterials for the 2016 Annual and Special Meeting of Stockholders. In order to be eligible for inclusion, such proposals must be received by usthe Secretary at the Company's principal executive offices no later thanAugust 1, 2013, andthan July 15, 2016. Such proposals also must otherwise comply with Securities and Exchange Commission regulations regarding the inclusion of stockholder proposals in company-sponsored materials.

The Company's Bylaws provide a formal procedure for bringing business before the Annual and Special Meeting of Stockholders. A stockholder proposing to present a matter (other than a proposal brought pursuant to Rule 14a-8. While14a-8 under the Exchange Act) before the 2016 Annual and Special Meeting of Stockholders or to nominate a candidate for election to the Board will consider stockholder proposals, we reserveat the right2016 Annual and Special Meeting of Stockholders must deliver notice of the proposal or nomination to omit from our proxy statement stockholder proposals that we are not requiredthe Secretary at the Company's principal executive offices by the following deadlines:

·For director nominations, not less than thirty (30) nor more than sixty-five (65) days prior to the date of the annual and special meeting of stockholders; provided, however, that in the event that the annual and special meeting of stockholders is called for a date that is less than fifty (50) days after the date (the "Notice Date") on which the first public announcement of the date of the annual and special meeting was made, notice by the Nominating Stockholder may be made not later than the close of business on the tenth (10th) day following the Notice Date.

·For other business, no later than July 15, 2016. 

Pursuant to includeRule 14a-4(c)(1) under the Exchange Act, including under Rule 14a-8. You may write to our Secretary at onethe proxies designated by the Company for the 2016 Annual and Special Meeting of the Company’s addresses as reported above to deliver the notices discussed above and to request a copy of the relevant By-law provisions regarding the requirements for making stockholder proposals and nominations of directors.

Other Matters

As of the date of this proxy statement, we know of no matters other than those set forth herein that will be presented for consideration at the meeting. If any other matter or matters are properly brought before the meeting or any adjournment thereof, the persons named in the accompanying proxyStockholders will have discretionary authority to vote or otherwise act, with respect to such mattersany matter presented at the meeting if the Company has not received notice of the matter by the dates required under the Company's Bylaws, as described above, and in accordance with their judgment.

25
certain other instances specified in that rule.



Revocable Proxy - Energizer Resources Inc.

Proxy for the Annual and Special Meeting of Stockholders

This Proxy is solicited on behalf of the Board of Directors and management of Energizer Resources Inc. (the "Company") for the 20132015 Annual and Special Meeting of Stockholders ("2015 Meeting") to be held at the Boardoffices of Trade of Metro Toronto, First Canadian Place, 3rdCassels Brock & Blackwell LLP, Scotia Plaza, 21st Floor, 40 King Street West, Toronto, Ontario on WednesdayTuesday December 11, 201322, 2014 at 10:00 a.m.a.m., local time.


The undersigned, a holder of Shares ofthe Company,, hereby appoints V. Peter Harder and/or Richard Schler and/or Craig Scherba (the "Proxyholders"), or, instead of the foregoing, _____________________________________________(_______________________________________(print name) and each of them, the true and lawful attorneys and proxies with full power of substitution, for and in the name, place and stead of the undersigned, to vote all of the sharesShares of Shares ofthe Company which the undersigned would be entitled to vote if personally present at the 2013 Annual and Special2015 Meeting, of Stockholders, and at any adjournment or postponement thereof, in all matters indicated on the reverse side hereof, and with discretionary authority to vote as to any other matters that may properly come before such meeting.

Proposal 1ForWithhold

ForWithhold Proposal 1 - The election of the following individuals as Directors of the following individuals as Directors ofthe Company,, each to serve a term of one year or until his or her successor is duly elected or appointed.

·V. Peter Harder

·John Sanderson

·Richard E. Schler

·Craig Scherba

·Johann de Bruin

·Quentin Yarie

·Albert A. Thiess, Jr.

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

Proposal 2ForAgainstAbstain
To ratify the appointment of MNP LLP, Chartered Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2014.[_____][_____][_____]

Proposal 3ForAgainstAbstain
To approve an amendment to the Company’s Amended and Restated Stock Option Plan to increase the authorized number of options for Shares of the Company authorized to be issued to 37,500,000 from 32,500,000.[_____][_____][_____]

Proposal 4

ForAgainstAbstain
To authorize the Company to complete the Private Placement, as described in the information circular accompanying this form of proxy.[_____][_____][_____]

Proposal 5

ForAgainstAbstain
To approve by an advisory vote named executive officer compensation.[_____][_____][_____]

Proposal 6

One

Year

Two

Years

Three

Years

Abstain
To approve by an advisory vote the frequency of future executive compensation advisory votes.[_____]

[_____]

[_____][_____]

Check here if you plan to attendserve a term of one year or until his or her successor is duly elected or appointed. V. Peter Harder John Sanderson Craig Scherba Quentin Yarie Robin Borley Albert A. Thiess, Jr Dean Comand Dalton Larson For AgainstAbstain Proposal 2 - To approve the 2013 AnnualStock Option Plan Resolution Proposal 3 - To ratify the appointment of MNP LLP, Chartered Accountants, as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2016 and Special Meetingallow the directors to fix their remuneration  Proposal 4 - To approve by an advisory vote in respect of Stockholders [________]

26
executive officer compensation. 

Signature of StockholderName of Stockholder (print exactly as it appears hereon)


_______________________                                                                      _______________________
Number of Shares HeldCertificate Number                                                                      Date

This proxy should be read in conjunction with the meeting materials prior to voting.  To be valid, this proxy must be signed.  When signed, this Proxy when properly signed, will be voted in the manner directed.  If no direction is given, this Proxy will be voted FOR Proposalproposals 1, 2, 3 4, 5 & 6.4.  By completing and returning this proxy, you are granting the Proxyholders, and each of them, the right and authority to vote in their discretion with respect to any amendments to any of the above Proposals,proposals, as well as with respect to any other matter that may properly be brought before the 2013 Annual and Special2015 Meeting, of Stockholders, in each case in accordance with the judgment of the person or persons voting.  The Company does not expect that any matter other than as described in this proxy statement willthose noted above to be brought before the 2013 Annual and Special Meeting of Stockholders. 2015 Meeting. Once completed please faxsend the proxy to our transfer agent, Empire StockTMX Equity Transfer Services Inc., 200 University Avenue, Suite 300, Toronto, ON, M5H 4H1, Canada (fax: 702.974.1444)(416) 595-9593). The proxy must be received on or mail it to Empire Stock Transfer Inc. 1859 Whitney Mesa Dr., Henderson, NV, 89014, USA.Please sign exactly as your name appears hereon. before Friday December 18, 2015 at 10:00 a.m. (ET).  Joint owners should each sign.  When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

__________________________________                                   _____________________________________________________________

Signature of Stockholder                                      Name of Stockholder (print exactly as it appears hereon)

__________________________________                                    _____________________________________________________________

Certificate Number                                                Number of Shares Held

_______________________________                                        _____________________________________________________________

Date                                                                         Address Change

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.

2.THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3.If you appoint Management’sManagement's nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management voting recommendations highlighted for each resolution. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

4.  This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

5. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its being mailed to the shareholders of the Company.

6. To be valid, this proxy must be received byEmpire Stock Transfer Inc. 1859 Whitney Mesa Dr., Henderson, NV, 89014, USAbyFriday December 8, 2013 at 5pm,local time.   Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

7.discretion.  If the shareholder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the shareholder may be required to provide documentation evidencing the signatory’ssignatory's power to sign the proxy.

27

APPENDIX A

AUDIT COMMITTEE CHARTER

1.

GENERAL AND AUTHORITY -
GENERAL

The Audit Committee (the “Committee”) is appointed by the Board of Directors of Energizer Resources Inc. (the “Company”)"Company) appoints the Audit Committee (the "Committee).  The Committee is a key component of the Company’sCompany's commitment to maintaining a higher standard of corporate responsibility.  The Committee shall review the Company’sCompany's financial reports, internal control systems, the management of financial risks and the external audit process.  It has the authority to conduct any investigation appropriate to its responsibilities.

2.AUTHORITY

The Committee shall havehas the authority to:

(i)engage independent counsel and other advisors as it determines necessary to carry out its duties;
(ii)set and pay the compensation for advisors employed by the Committee; and
(iii)communicate directly with the internal and external auditors.

3. engage independent counsel and other advisors as it necessary to carry out its duties; set and pay the compensation for advisors employed by the Committee; and communicate directly with the internal and external auditors.


RESPONSIBILITIES

3.1.

Overseeing the External Audit Process

(a)The Committee shall recommend to the Board the external auditor to be nominated, shall set the compensation for the external auditor and shall ensure that the external auditor reports directly to the Committee.
(b)The Committee shall be directly responsible for overseeing the work of the external auditor, including the resolution of disagreements between management and the external auditor regarding financial reporting.
(c)The Committee shall review the external auditor’s audit plan, including scope, procedures and timing of the audit.
(d)The Committee shall pre-approve all non-audit services to be provided by the external auditor.
(e)The Committee shall review and approve the Company’s hiring policies regarding partners, employees and former partners and employers of the present and former external auditor.
(f)The Committee shall review fees paid by the Company to the external auditor and other professionals in respect of audit and non-audit services on an annual basis.

3.2. - The Committee shall recommend to the Board the external auditor to be nominated, shall set the compensation for the external auditor and shall ensure that the external auditor reports directly to the Committee.  (b) The Committee shall be directly responsible for overseeing the work of the external auditor, including the resolution of disagreements between management and the external auditor regarding financial reporting. (c) The Committee shall review the external auditor's audit plan, including scope, procedures and timing of the audit. (d) The Committee shall pre-approve all non-audit services to be provided by the external auditor. (e) The Committee shall review and approve the Company's hiring policies regarding partners, employees and former partners and employers of the present and former external auditor. (f) The Committee shall review fees paid by the Company to the external auditor and other professionals in respect of audit and non-audit services on an annual basis.


Financial Reporting and Internal Controls -

(a)The Committee shall review the annual audited financial statements to satisfy itself that they are presented in accordance with generally accepted accounting principles, that the information contained therein is not erroneous, misleading or incomplete and that the audit function has been effectively carried out.
(b)The Committee shall report to the Board with respect to its review of the annual audited financial statements and recommend to the Board whether or not same should be approved prior to their being publicly disclosed.
(c)The Committee shall review the Company’s annual and interim financial statements, management’s discussion and analysis relating to annual and interim financial statements, and earnings press releases prior to any of the foregoing being publicly disclosed by the Company.
(d)The Committee shall satisfy itself that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements other than the disclosure referred to in Section 3.2(c) of this Charter, and periodically assess the adequacy of these procedures.
(e)The Committee shall oversee any investigations of alleged fraud and illegality relating to the Company’s finances.
(f)The Committee shall establish procedures for:
(i)the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and
(ii)the confidential, anonymous submission by employees of the Company or concerns regarding questionable accounting or auditing matters.
(g)The Committee shall meet no less frequently than annually with the external auditor and the Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Company in charge of financial matters, to review accounting practices, internal controls, auditing matters and such other matters as the Committee deems appropriate.

3.3.(a) The Committee shall review the annual audited financial statements to satisfy itself that they are presented in accordance with generally accepted accounting principles, that the information contained therein is not erroneous, misleading or incomplete and that the audit function has been effectively carried out. (b) The Committee shall report to the Board with respect to its review of the annual audited financial statements and recommend to the Board whether or not same should be approved prior to their being publicly disclosed. (c) The Committee shall review the Company's annual and interim financial statements, management's discussion and analysis relating to annual and interim financial statements, and earnings press releases prior to any of the foregoing being publicly disclosed by the Company. (d) The Committee shall satisfy itself that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements other than the disclosure referred to in Section 3.2(c) of this Charter, and periodically assess the adequacy of these procedures. (e) The Committee shall oversee any investigations of alleged fraud and illegality relating to the Company's finances.  (f) The Committee shall establish procedures for: (1) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (2) the confidential, anonymous submission by employees of the Company or concerns regarding questionable accounting or auditing matters. (g) The Committee shall meet no less frequently than annually with the external auditor and the Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Company in charge of financial matters, to review accounting practices, internal controls, auditing matters and such other matters as the Committee deems appropriate.


Risk Management -

The Committee shall inquire of management and the external auditor regarding significant risks or exposures to which the Company may be subject, and shall assess the adequacy of the steps management has taken to minimize such risks.

3.4.


Other Responsibilities

  - The Committee shall perform any other responsibilities consistent with this Charter and any applicable laws as the Committee or Board deems appropriate.

28

4.

COMPOSITION AND MEETINGS

4.1.

Composition -

(a)The Committee shall be composed of three or more directors, the majority of whom are not employees, Control Persons or officers of the Company or any of its Associates or Affiliates, as such capitalized terms are defined by the TSX.
(b)If at any time, the Company ceases to be exempt from Part 3 of National Instrument 52-110 - Audit Committees, every audit committee member shall be Independent, as such term is defined in said Instrument.
(c)Notwithstanding Sections 4.1(a) and 4.1(b) of this Charter, the Committee and its membership shall at all times be so constituted as to meet all current, applicable legal, regulatory and listing requirements, including, without limitation, securities laws and the requirements of the TSX and of all applicable securities regulatory authorities.
(d)Committee members shall be appointed by the Board from time to time. One member shall be designated by the Board to serve as Chair.

4.2.(a) The Committee shall be composed of three or more directors, the majority of whom are not employees, Control Persons or officers of the Company or any of its Associates or Affiliates, as such capitalized terms are defined by the TSX. (b) If at any time, the Company ceases to be exempt from Part 3 of National Instrument 52-110 - Audit Committees, every audit committee member shall be Independent, as such term is defined in said Instrument. (c) Notwithstanding Sections 4.1(a) and 4.1(b) of this Charter, the Committee and its membership shall at all times be so constituted as to meet all current, applicable legal, regulatory and listing requirements, including, without limitation, securities laws and the requirements of the TSX and of all applicable securities regulatory authorities. (d) Committee members will be appointed by the Board.  One member shall be designated by the Board to serve as Chair.


Meetings -

(a)The Committee shall meet at least quarterly, at the discretion of the Chair or a majority of its members, as circumstances dictate or as may be required by applicable laws. A minimum of two and at least 50% of the members present either in person or by telephone shall constitute a quorum. Further, in order for a quorum to be constituted, the majority of members present must not be employees, Control Persons or officers of the Company or any of its Associates or Affiliates, as such capitalized terms are defined by the TSX.
(b)If and whenever a vacancy in the Committee shall exist, the remaining members may exercise all of its powers and responsibilities provided that a quorum (as herein defined) remains in office.
(c)The time and place at which meetings of the Committee shall be held, and the procedures at such meetings, shall be determined from time to time by the Committee. A meeting of the Committee may be called by letter, telephone, facsimile or electronic means, by giving 48 hours notice, or such greater notice as may be required under the Company’s By-Laws, provided that no notice shall be necessary if all the members are present either in person or by telephone or if those absent have waived notice or otherwise indicated their consent to the holding of such meeting.
(d)The Committee shall keep minutes of its meetings which shall be submitted to the Board. The Committee may, from time to time, appoint any person, who need not be a member, to act as a secretary at any meeting.
(e)The Committee may invite such officers, directors and employees of the Company as it deems appropriate, from time to time, to attend meetings of the Committee.
(f)Any matters to be determined by the Committee shall be decided by a majority of the votes cast at a meeting of the Committee called for such purpose. Actions of the Committee may be taken by an instrument or instruments in writing signed by all members of the Committee, and such actions shall be effective as though they had been decided by a majority of the votes cast at a meeting of the Committee called for such purpose.

5.(a) The Committee shall meet at least quarterly, at the discretion of the Chair or a majority of its members, as circumstances dictate or are required.  A minimum of two and at least 50% of the members present in person or by telephone shall constitute a quorum.  For quorum to exist, the majority of members present must not be Company' employees, Control Persons or officers or any of its Associates or Affiliates, (capitalized terms as defined by the TSX). (b) If a vacancy in the Committee exists, the remaining members may exercise all of its powers and responsibilities provided that a quorum (as herein defined) remains in office.  (c) The time and place at which meetings of the Committee shall be held, and the procedures at such meetings, shall be determined by the Committee.  A meeting of the Committee may be called by letter, telephone, facsimile or electronic means, by giving 48 hours notice, or such greater notice as may be required under the Company's By-Laws, provided that no notice shall be necessary if all the members are present either in person or by telephone or if those absent have waived notice. (d) The Committee shall keep minutes of its meetings which shall be submitted to the Board.  The Committee may, from time to time, appoint any person, who need not be a member, to act as a secretary at any meeting.  (e) The Committee may invite such officers, directors and employees of the Company as it deems appropriate, from time to time, to attend meetings of the Committee.   Any matters to be determined by the Committee shall be decided by a majority of the votes cast at a meeting of the Committee called for such purpose.  Actions of the Committee may be taken by an instrument or instruments in writing signed by all members of the Committee, and such actions shall be effective as though they had been decided by a majority of the votes cast at a meeting of the Committee called for such purpose.


REPORTING TO THE BOARD -

The Committee shall report regularly to the Board on Committee activities, findings and recommendations.  The Committee is responsible for ensuring that the Board is aware of any matter that may have a significant impact on the financial condition or affairs of the Company.

6.


CONTINUED REVIEW OF CHARTER -

The Committee shall review and assess the continued adequacy of this Charter annually and submit such proposed amendments as the Committee sees fit to the Board for its consideration.

APPENDIX B
STOCK OPTION PLAN OF ENERGIZER RESOURCES INC.

1.Purpose.
The purpose of this Plan is to advance the interests of Energizer Resources Inc., a Minnesota corporation (the "Company"), by providing an additional incentive to attract, retain and motivate highly qualified and competent persons who are key to the Company, including key employees, consultants, independent contractors, Officers and Directors, and upon whose efforts and judgment the success of the Company and its Subsidiaries is largely dependent, by authorizing the grant of options to purchase Common Stock of the Company and other related benefits to persons who are eligible to participate hereunder, thereby encouraging stock ownership in the Company by such persons, all upon and subject to the terms and conditions of this Plan.

2.Definitions.
As used herein, the following terms shall have the meanings indicated:
a)"Board" shall mean the Board of Directors of the Company.
b)"Cause" shall mean any of the following:
i.a determination by the Company that there has been a willful, reckless or grossly negligent failure by the Optionee to perform his or her duties as an employee or consultant of the Company;
ii.a determination by the Company that there has been a willful breach by the Optionee of any of the material terms or provisions of any employment or consulting agreement between such Optionee and the Company;
iii.any conduct by the Optionee that either results in his or her conviction of a felony under the laws of the United States of America or any state thereof, or of an equivalent crime under the laws of any other jurisdiction;
iv.a determination by the Company that the Optionee has committed an act or acts involving fraud, embezzlement, misappropriation, theft, breach of fiduciary duty or material dishonesty against the Company, its properties or personnel;
v.any act by the Optionee that the Company determines to be in willful or wanton disregard of the Company's best interests, or which results, or is intended to result, directly or indirectly, in improper gain or personal enrichment of the Optionee at the expense of the Company;
vi.a determination by the Company that there has been a willful, reckless or grossly negligent failure by the Optionee to comply with any rules, regulations, policies or procedures of the Company, or that the Optionee has engaged in any act, behavior or conduct demonstrating a deliberate and material violation or disregard of standards of behavior that the Company has a right to expect of its employees; or
vii.if the Optionee, while employed by the Company and for two years thereafter, violates a confidentiality and/or noncompeting agreement with the Company, or fails to safeguard, divulges, communicates, uses to the detriment of the Company or for the benefit of any person or persons, or misuses in any way, any Confidential Information, provided however, that, if the Optionee has entered into a written employment agreement with the Company which remains effective and which expressly provides for a termination of such Optionee's employment for "cause," the term "Cause" as used herein shall have the meaning as set forth in the Optionee's employment agreement in lieu of the definition of "Cause" set forth in this Section 2(b).
c)"Change of Control" shall mean the acquisition by any person or group (as that term is defined in the Exchange Act, and the rules promulgated pursuant to that act) in a single transaction or a series of transactions of thirty percent (30%) or more in voting power of the outstanding stock of the Company and a change of the composition of the Board of Directors so that, within two years after the acquisition took place, a majority of the members of the Board of Directors of the Company, or of any corporation with which the Company may be consolidated or merged, are persons who were not Directors or Officers of the Company or one of its Subsidiaries immediately prior to the acquisition, or to the first of a series of transactions which resulted in the acquisition of thirty percent (30%) or more in voting power of the outstanding stock of the Company.
d)"Code" shall mean the Internal Revenue Code of 1986, as amended.
e)"Committee" shall mean the stock option committee appointed by the Board or, if not appointed, the Board.
f)"Common Stock" shall mean the Company's Common Stock, par value $0.001 per share.
g)"Consultant" means any person or corporation engaged to provide ongoing management or consulting services for the Company or any employee of such person or corporation, other than a Director, Officer or an Employee.
h)"Director" shall mean a member of the Board of Directors of the Company.
i)"Eligible Participants" shall mean any Officers, Directors, Consultants, Employees, Management Company Employees and independent contractors providing services to the Company.  Any person who files with the Committee, in a form satisfactory to the Committee, a written waiver of eligibility to receive any Option under this Plan shall not be eligible to receive any Option under this Plan for the duration of such waiver.
j)"Employee" shall mean any person regularly employed by the Company or any parent or Subsidiary of the Company within the meaning of Section 3401(c) of the regulations promulgated thereunder
k)"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
l)"Fair Market Value" of a Share on any date of reference shall be the Closing Price of a share of Common Stock on the business day immediately preceding such date, unless the Committee in its sole discretion shall determine otherwise in a fair and uniform manner.  For this purpose, the "Closing Price" of the Common Stock on any business day shall be (i) if the Common Stock is listed or admitted for trading on any United States national securities exchange, or if actual transactions are otherwise reported on a consolidated transaction reporting system, the last reported sale price of the Common Stock on such exchange or reporting system, as reported in any newspaper of general circulation, (ii) if the common stock is listed for trading on the TSX, the "market price" of the common stock on such exchange, (iii) if the Common Stock is quoted on The Nasdaq Stock Market ("Nasdaq"), or any similar system of automated dissemination of quotations of securities prices in common use, the mean between the closing high bid and low asked quotations for such day of the Common Stock on such system, or (iv) if neither clause (i), (ii) nor (iii) is applicable, the mean between the high bid and low asked quotations for the Common Stock as reported by the National Quotation Bureau Incorporated if at least two securities dealers have inserted both bid and asked quotations for the Common Stock on at least five of the 10 preceding days.  If the information set forth in clauses (i) through (iii) above is unavailable or inapplicable to the Company (e.g., if the Company's Common Stock is not then publicly traded or quoted), then the "Fair Market Value" of a Share shall be the fair market value (i.e., the price at which a willing seller would sell a Share to a willing buyer when neither is acting under compulsion and when both have reasonable knowledge of all relevant facts) of a share of the Common Stock on the business day immediately preceding such date as the Committee in its sole and absolute discretion shall determine in a fair and uniform manner.
m)"Incentive Stock Option" shall mean an incentive stock option as defined in Section 422 of the Code.
n)"Insider" means (i) a director or senior officer of the Company, (ii) a director or senior officer of a company that is an Insider or subsidiary of the Company, (iii) a person that beneficially owns or controls, directly, or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the Company, or the Company itself if it holds any of its own securities.
o)"Management Company" shall mean the management company owned by a Director or Officer that is contracted to provide management services to the Company, which services are required for the ongoing successful operations of the business enterprise of the Company.
p)"Management Company Employee" means an individual employed by a management company.
q)"Non-Statutory Stock Option" or "Non-qualified Stock Option" shall mean an Option, which is not an Incentive Stock Option.
r)"Officer" shall mean the Company's chairman, president (or the Chief Executive Officer), principal financial officer (or the Chief Financial Officer), principal accounting officer (or the controller), any vice-president of the Company in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company.  Officers of Subsidiaries shall be deemed Officers of the Company if they perform such policy-making functions for the Company.  As used in this paragraph, the phrase "policy-making function" does not include policy-making functions that are not significant.  Unless specified otherwise in a resolution by the Board, an "executive officer" pursuant to Item 401(b) of Regulation S-K (17 C.F.R. § 229.401(b)) shall be only such person designated as an "Officer" pursuant to the foregoing provisions of this paragraph.
s)"Option" (when capitalized) shall mean any stock option granted under this Plan.
t)"Optioned Shares" mean the Shares, which may be acquired on exercise of an Option.
u)"Optionee" shall mean a person to whom an Option is granted under this Plan or any person who succeeds to the rights of such person under this Plan by reason of the death of such person.
v)"Plan" shall mean this Stock Option Plan of Energizer Resources Inc., as of November 2, 2015, which may be further amended or restated from time to time.
w)"Share" or "Shares" shall mean a share or shares, as the case may be, of the Common Stock, as adjusted in accordance with Section 10 of this Plan.
x)"Subsidiary" shall mean any corporation (other than the Company) in any unbroken chain of corporations beginning with the Company if, at the time of the granting of the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
y)"TSX" means the Toronto Stock Exchange or any successor thereto.
z)"TSX Manual" means the Toronto Stock Exchange Company Manual.
aa)"U.S. Optionee" means an Optionee who is a citizen of the United States or a resident of the United States, in each case as defined in section 7701(a)(30) and section 7701(b)(1) of the Code.

3.Shares and Options.
Subject to the TSX limitations described in Section 4 and adjustment in accordance with Section 10 hereof, the Company may issue up to forty-three million (43,000,000) Options to acquire Shares held in the Company's treasury or from authorized and unissued Shares through the exercise of Options issued pursuant to the provisions of this Plan.
a)If any Option granted under this Plan shall terminate, expire, or be canceled, forfeited or surrendered as to any Shares, the Shares relating to such lapsed Option shall be available for issuance pursuant to new Options subsequently granted under this Plan.  Upon the grant of any Option hereunder, the authorized and unissued Shares to which such Option relates shall be reserved for issuance to permit exercise under this Plan.
b)Subject to the provisions of Section 15 hereof, an Option granted hereunder shall be either an Incentive Stock Option or a Non-Statutory Stock Option as determined by the Committee at the time of grant of such Option and shall clearly state whether it is an Incentive Stock Option or Non-Statutory Stock Option.
c)No Incentive Stock Option shall be granted more than 10 years after the earlier of (i) the date on which this Plan is adopted by the Board or (ii) the date on which this Plan is approved by shareholders of the Company.
d)Options otherwise qualifying as Incentive Stock Options hereunder will not be treated as Incentive Stock Options to the extent that the aggregate Fair Market Value (determined at the time the Option is granted) of the Shares, with respect to which Options meeting the requirements of Code Section 422(b) are exercisable for the first time by any individual during any calendar year (under all stock option or similar plans of the Company and any Subsidiary), exceeds U.S. $100,000.
4.TSX Limitations.
For so long as the Shares are listed on the TSX:
a)the aggregate number of Shares issued to insiders of the Company within any 12-month period, or issuable to insiders of the Company at any time, under the Plan and any other security-based compensation arrangement of the Company, may not exceed 10% of the total number of issued and outstanding Common Shares of the Company at such time;
b)the maximum aggregate number of Shares that may be reserved under the Plan for issuance to any one individual in any 12 month period shall not exceed 5% of the issued and outstanding Shares at the time of grant; unless the Company has obtained Disinterested Shareholder Approval (as such term is defined in the TSX Manual) for such an issuance;
c)the maximum aggregate number of Shares that may be reserved under the Plan or other share compensation arrangements of the Company for issuance to any one Consultant during any 12 month period shall not exceed 2% of the issued and outstanding Shares at the time of grant;
d)the maximum aggregate number of Shares that may be reserved under the Plan or other share compensation arrangement of the Company for issuance to persons who are employed in investor relations activities (as defined in the TSX  Manual) during any 12 month period shall not exceed 2% of the issued and outstanding Shares at the time of grant; and
e)the Board shall, through the establishment of the appropriate procedures, monitor the trading in the securities of the Company by all Optionees performing Investor Relations Activities, and

5.Conditions for Grant of Options.
a)Options under the Plan may only be granted to Eligible Participants.
b)Each Option shall be evidenced by an option agreement that may contain any term deemed necessary or desirable by the Committee, provided such terms are not inconsistent with this Plan or any applicable law.
c)In granting Options, the Committee shall take into consideration the contribution of the prospective Optionee has made, or is expected to make, to the success of the Company or its Subsidiaries and such other factors as the Committee shall determine.  The Committee shall also have the authority to consult with and receive recommendations from Officers and other personnel of the Company and its Subsidiaries with regard to these matters.  The Committee may from time to time in granting Options under this Plan prescribe such terms and conditions concerning such Options as it deems appropriate, provided that such terms and conditions are not more favorable to an Optionee than those expressly permitted herein; provided further, however, that to the extent not cancelled pursuant to Section 9(b) hereof, upon a Change in Control, any Options that have not yet vested, may, in the sole discretion of the Committee, vest upon such Change in Control.
d)The Company covenants that all Employees, Consultants or Management Company Employees shall be bona fide Employees, Consultants or Management Company Employees as the case may be, of the Company or its Subsidiaries.
e)The Options granted to Employees under this Plan shall be in addition to regular salaries, consulting fees, pension, life insurance or other benefits related to their employment with the Company or its Subsidiaries.  Neither this Plan nor any Option granted under this Plan shall confer upon any person any right to employment or continuance of employment (or related salary and benefits) by the Company or its Subsidiaries.
f)Subject to the policies of the TSX, an Option shall vest and may be exercised (in each case to the nearest full Share) during the period for which the option is granted in accordance with a vesting schedule as the Board may determine in its discretion.

6.Exercise Price.
The exercise price per Share of any Option shall be any price determined by the Committee but in no event shall the exercise price per Share of any Option be less than the Fair Market Value of the Shares underlying such Option on the date such Option is granted and, in the case of an Incentive Stock Option granted to a 10% stockholder, as described in Section 15, the per Share exercise price will not be less than 110% of the Fair Market Value.

7.Deemed Exercise of Options.
(a)An Option shall be deemed exercised when (i) the Company has received written notice of such exercise in accordance with the terms of the Option, (ii) full payment of the aggregate option price of the Shares as to which the Option is exercised has been made, (iii) the Optionee has agreed to be bound by the terms, provisions and conditions of any applicable stockholders' agreement, and (iv) arrangements that are satisfactory to the Committee in its sole discretion have been made for the Optionee's payment to the Company of the amount that is necessary for the Company or the Subsidiary employing the Optionee to withhold in accordance with applicable Federal, Provincial or state tax withholding requirements.  Unless further limited by the Committee in any Option, the exercise price of any Shares purchased pursuant to the exercise of such Option shall be paid in cash, by certified or official bank check or by money order.
(b)No Optionee shall be deemed to be a holder of any Shares subject to an Option unless and until a stock certificate or certificates for such Shares are issued to such person(s) under the terms of this Plan.  No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as expressly provided in Section 10 hereof.

8.Exercise of Options.
Any Option shall become exercisable in such amounts, at such intervals, upon such events or occurrences and upon such other terms and conditions as shall be provided in an individual Option agreement evidencing such
Option, except as otherwise provided in Section 5(c) or this Section 8.
(a)The expiration date(s) of an Option shall be determined by the Committee at the time of grant, but in no event shall an Option be exercisable greater than 10 years from the date of grant of the Option.
(b)Unless otherwise expressly provided in any Option as approved by the Committee, notwithstanding the exercise schedule set forth in any Option, each outstanding Option, may, in the sole discretion of the Committee, become fully exercisable upon the date of the occurrence of any Change of Control, but, unless otherwise expressly provided in any Option, no earlier than six months after the date of grant, and if and only if Optionee is in the employ of the Company on such date.
(c)The Committee may in its sole discretion accelerate the date on which any Option may be exercised and may accelerate the vesting of any Shares subject to any Option or previously acquired by the exercise of any Option.
9.Termination of Option Period.
(a)Unless otherwise expressly provided in any Option Agreement, and subject to any applicable limitations contained in Section 15(c) of this Plan, the unexercised portion of any Option shall automatically and without notice immediately terminate and become forfeited, null and void at the time of the earliest to occur of the following:
(i)the expiration of a period not to exceed one year (such period to be determined by the Board in its sole discretion) after the date on which the Optionee's employment is terminated for any reason other than by reason of (a) Cause, (b) the termination of the Optionee's employment with the Company by such Optionee following less than 60 days' prior written notice to the Company of such termination (an "Improper Termination"), (c) a mental or physical disability (within the meaning of Section 22(e) of the Code) as determined by a medical doctor satisfactory to the Committee, or (d) death;
(ii)immediately upon (a) the termination by the Company of the Optionee's employment for Cause, or (b) an Improper Termination;
(iii)the later of (a) the expiration of a period not to exceed one year (such period to be determined by the Board in its sole discretion) after the date on which the Optionee's employment is terminated by reason of a mental or physical disability (within the meaning of Code Section 22(e)) as determined by a medical doctor satisfactory to the Committee, or (b) one year after the date on which the Optionee shall die if such death shall occur during such period;
(iv)one year after the date of termination of the Optionee's employment by reason of death of the employee; or
(v)the expiration date of the Option established on the date of grant and set forth in the Option Agreement.
(b)The Committee in its sole discretion may, by giving written notice ("cancellation notice"), cancel effective upon the date of the consummation of any corporate transaction described in Subsection 10(d) hereof, any Option that remains unexercised on such date.  Such cancellation notice shall be given a reasonable period of time prior to the proposed date of such cancellation and may be given either before or after approval of such corporate transaction.
(c)Upon termination of Optionee's employment as described in this Section 9, or otherwise, any Option (or portion thereof) not previously vested or not yet exercisable pursuant to Section 8 of this Plan shall be immediately canceled.

10.Adjustments.
(a)If at any time while this Plan is in effect or unexercised Options are outstanding, there shall be any increase or decrease in the number of issued and outstanding Shares through the declaration of a stock dividend or through any recapitalization resulting in a stock split, combination or exchange of Shares (other than any such exchange or issuance of Shares through which Shares are issued to effect an acquisition of another business or entity or the Company's purchase of Shares to exercise a "call" purchase option), then and in such event:
(i)appropriate adjustment shall be made in the maximum number of Shares available for grant under this Plan, so that the same percentage of the Company's issued and outstanding Shares shall continue to be subject to being so optioned;
(ii)appropriate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to any outstanding Option, so that the same percentage of the Company's issued and outstanding Shares shall remain subject to purchase at the same aggregate exercise price; and
(iii)such adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive.
(b)Subject to the prior consent of the TSX and the specific terms of any Option, the Committee may change the terms of Options outstanding under this Plan, with respect to the option price or the number of Shares subject to the Options, or both, when, in the Committee's sole discretion, such adjustments become appropriate by reason of a corporate transaction described in Subsection 10(d) hereof, or otherwise, provided that any adjustment to an outstanding Option held by a U.S. Optionee will be made in a manner that complies with, and does not create adverse tax consequences under, section 409A of the Code.
(c)Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into or exchangeable for shares of its capital stock of any class, either in connection with a direct or underwritten sale, or upon the exercise of rights or warrants to subscribe therefor or purchase such Shares, or upon conversion of obligations of the Company into such Shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of or exercise price of Shares then subject to outstanding Options granted under this Plan.
(d)Without limiting the generality of the foregoing, the existence of outstanding Options granted under this Plan shall not affect in any manner the right or power of the Company to make, authorize or consummate:
(i)any or all adjustments, reclassifications, recapitalizations, reorganizations or other changes in the Company's capital structure or its business;
(ii)any merger or consolidation of the Company or to which the Company is a party;
(iii)any issuance by the Company of debt securities, or preferred or preference stock that would rank senior to or above the Shares subject to outstanding Options;
(iv)any purchase or issuance by the Company of Shares or other classes of common stock or common equity securities;
(v)the dissolution or liquidation of the Company;
(vi)any sale, transfer, encumbrance, pledge or assignment of all or any part of the assets or business of the Company; or
(vii)any other corporate act or proceeding, whether of a similar character or otherwise.
(e)The Optionee shall receive written notice within a reasonable time prior to the consummation of such action advising the Optionee of any of the foregoing.  The Committee may, in the exercise of its sole discretion, in such instances declare that any Option shall terminate as of a date fixed by the Board and give each Optionee the right to exercise his or her Option.

11.Transferability.
No Option or stock appreciation right granted hereunder shall be sold, pledged, assigned, hypothecated, disposed or otherwise transferred by the Optionee other than by will or the laws of descent and distribution and no Option or stock appreciation right shall be exercisable during the Optionee's lifetime by any person other than the Optionee.
12.Issuance of Shares.
As a condition of any sale or issuance of Shares upon exercise of any Option, the Committee may require such agreements or undertakings, if any, as the Committee may deem necessary or advisable to assure compliance with any such law or regulation including, but not limited to, the following:
(i)a representation and warranty by the Optionee to the Company, at the time any Option is exercised, that he  or she is acquiring the Shares to be issued to him for investment and not with a view to, or for sale in connection with, the distribution of any such Shares; and
(ii)an agreement and undertaking to comply with all of the terms, restrictions and provisions set forth in any then applicable stockholders' agreement relating to the Shares, including, without limitation, any restrictions on transferability, any rights of first refusal and any option of the Company to "call" or purchase such Shares under then applicable agreements, and
(iii)any restrictive legend or legends, to be embossed or imprinted on Share certificates, that are, in the discretion of the Committee, necessary or appropriate to comply with the provisions of any securities law or other restriction applicable to the issuance of the Shares.
(iv)if and for so long as the Shares are listed on the TSX, the exercise price is reduced to Discounted Market Price, Options will be subject to a four month hold period commencing from the date of grant and any Shares issued pursuant to the exercise of an Option prior to the expiry of the hold period will bear the following TSX legend (or similar wording, with the same effect):

"Without prior written approval of the TSX and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX or otherwise in Canada or to or for the benefit of a Canadian resident until [four months + 1 day from the date of grant.]"

13.Stock Appreciation Rights.
The Committee may grant stock appreciation rights to Employees in tandem with Options that have been or are granted under the Plan. A stock appreciation right shall entitle the holder to receive, with respect to each Share as to which the right is exercised, payment in an amount equal to the excess of the Share's Fair Market Value on the date the right is exercised over its Fair Market Value on the date the right was granted.  Such payment will be made in cash. The Committee may establish a maximum appreciation value payable for stock appreciation rights.

14.Administration of this Plan.
a)This Plan shall be administered by the Committee, which shall consist of not less than two Directors.  The Committee shall have all of the powers of the Board with respect to this Plan.  Any member of the Committee may be removed at any time, with or without cause, by resolution of the Board and any vacancy occurring in the membership of the Committee may be filled by appointment by the Board.
b)Subject to the provisions of this Plan and the policies of the TSX, the Committee shall have the authority, in its sole discretion, to:
a.grant Options;
b.determine the exercise price per Share at which Options may be exercised;
c.determine the Optionees to whom, and time or times at which, Options shall be granted;
d.determine the number of Shares to be represented by each Option;
e.determine the terms, conditions and provisions of each Option granted (which need not be identical) and, with the consent of the holder thereof, modify or amend each Option, provided that no modification of an outstanding Option held by a U.S. Optionee will be made if it would result in adverse tax consequences under Section 409A of the Code;
f.accelerate the exercise date of any Option; and
g.make all other determinations deemed necessary or advisable for the administration of this Plan, including granting, pricing and cancelling Options.
c)The Committee, from time to time, may adopt rules and regulations for carrying out the purposes of this Plan.  The Committee's determinations and its interpretation and construction of any provision of this Plan shall be final, conclusive and binding upon all Optionees and any holders of any Options granted under this Plan.
d)Any and all decisions or determinations of the Committee shall be made either:
a.by a majority vote of the members of the Committee at a meeting of the Committee; or
b.without a meeting by the unanimous written approval of the members of the Committee.
e)No member of the Committee, or any Officer or Director of the Company or its Subsidiaries, shall be personally liable for any act or omission made in good faith in connection with this Plan.
15.Limitations for Incentive StockOptions.
a)Notwithstanding any other provisions of this Plan to the contrary, an Incentive Stock Option shall not be granted to any person owning directly or indirectly (through attribution under Section 424(d) of the Code) at the date of grant, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company (or of its Subsidiary) at the date of grant unless the exercise price of such Option is at least 110% of the Fair Market Value of the Shares subject to such Option on the date the Option is granted, and such Option by its terms is not exercisable after the expiration of 5 years from the date such Option is granted.
b)An Incentive Stock Option may be granted only to a person who is an employee of the Company or of any parent or subsidiary of the Company (within the meaning of section 424 of the Code).
c)Incentive Stock Options are subject to the limitations contained in Section 9(a) of this Plan and the applicable Option Agreement.  In addition, in order to retain its status as an Incentive Stock Option, the following rules related to timing of exercise of the Incentive Stock Option following termination of employment apply, and failure to exercise within the applicable time period will result in loss of status as an Incentive Stock Option.
i.If a U.S. Optionee who has been granted an Incentive Stock Option ceases to be an employee of the Company (or by a subsidiary of the Company within the meaning of Section 424 of the Code) for any reason, whether voluntary or involuntary, other than death, permanent disability or just cause, then in order for the Option to retain Incentive Stock Option status, the Incentive Stock Option must be exercised by the earlier of (a) the date that is three months after the date of cessation of employment or (b) the expiration of the term of such Incentive Stock Option.  For the purposes of this Section, the employment of a U.S. Optionee who has been granted an Incentive Stock Option will not be considered interrupted or terminated upon (a) sick leave, military leave or any other leave of absence approved by the Committee that does not exceed ninety (90) days in the aggregate; provided, however, that if reemployment upon the expiration of any such leave is guaranteed by contract or applicable law, such ninety (90) day limitation will not apply, or (b) a transfer from one office of the Company (or of any subsidiary) to another office of the Company (or of any parent or subsidiary) or a transfer between the Company and any parent or subsidiary.
ii.If a U.S. Optionee who has been granted Incentive Stock Options ceases to be employed by the Company (or by any parent or subsidiary of the Company within the meaning of Section 424 of the Code) because of a permanent disability, such U.S. Optionee may exercise such Incentive Stock Option (to the extent such Incentive Stock Option was exercisable on the date of permanent disability at any time prior to the earlier of (a) the expiration date of the Option established on the date of grant and set forth in the Option Agreement; or (b) the date that is later of (i) the expiration of a period not to exceed one year (such period to be determined by the Board in its sole discretion) after the date on which the U.S. Optionee's employment is terminated by reason of a mental or physical disability (within the meaning of Code Section 22(e)) as determined by a medical doctor satisfactory to the Committee, or (ii) one year after the date on which the U.S. Optionee shall die if such death shall occur during such period.
d)In the event that this Plan is not approved by the shareholders of the Company within twelve (12) months before or after the date on which this Plan is adopted by the Board, any Incentive Stock Option granted under this Plan will automatically be deemed to be a Non-Statutory Stock Option.

16.Interpretation.
(a)This Plan shall be administered and interpreted so that all Incentive Stock Options granted under this Plan will qualify as Incentive Stock Options under Section 422 of the Code.  If any provision of this Plan should be held invalid for the granting of Incentive Stock Options or illegal for any reason, such determination shall not affect the remaining provisions hereof, and this Plan shall be construed and enforced as if such provision had never been included in this Plan.
(b)This Plan shall be governed by the laws of the Province of Ontario, Canada.
(c)Headings contained in this Plan are for convenience only and shall in no manner be construed as part of this Plan or affect the meaning or interpretation of any part of this Plan.
(d)Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate.
(e)Time shall be of the essence with respect to all time periods specified for the giving of notices to the company hereunder, as well as all time periods for the expiration and termination of Options in accordance with Section 9 hereof (or as otherwise set forth in an option agreement).

17.Amendments.
a)Notwithstanding any provision in the Plan allowing amendments without security holder approval, specific security holder approval is required for the following amendments:
a.a reduction in the exercise price or purchase price benefiting an insider of the issuer;
b.any amendment to remove or to exceed the insider participation limit;
c.an increase to the maximum number of securities issuable, either as a fixed number or a fixed percentage of the listed issuer's outstanding capital represented by such securities; and
d.amendments to an amending provision within a security based compensation arrangement.
b)Subject to the limitations in Section 17(a) and TSX approval, the exercise price per Optioned Share under an Option may be reduced at the discretion of the Board or Committee only if:
a.disinterested shareholder approval of the shareholders of the Company is obtained for any reduction in the exercise price under an Option held by an Insider of the Company; and
b.at least six months has elapsed since the later of the date such Option was granted and the date the exercise price for such Option was last amended; and
c.provided that if the exercise price is reduced to the then Discounted Market Price (as such term is defined in the TSX Manual), the TSX four month hold period will apply from the date of the amendment and further provided that no such conditions will apply in the case of an adjustment made under Section 10(a) hereof.  Notwithstanding anything to the contrary herein, the exercise price of an outstanding Option held by a U.S. Optionee will not be reduced below the Fair Market Value of a Share on the date of such modification of the Option.
c)Subject to the limitations in Section 17(a) and 17(b) and the policies of the TSX, the Board or the Committee may from time to time amend this Plan or any Option without the consent or approval of the stockholders of the Company;
d)Except to the extent provided in Section 9, no amendment or suspension of this Plan or any Option issued hereunder shall substantially impair any Option previously granted to any Optionee without the consent of such Optionee.

18.Termination of this Plan.
a)This Plan shall terminate on November 2, 2025, being ten years after the date of adoption by the Board of Directors.
b)Notwithstanding the termination of this Plan, all options issued under this Plan shall remain outstanding and continue to be governed by the terms and conditions of this Plan.