UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:[ ] Preliminary Proxy Statement[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))[X] Definitive Proxy Statement[ ] Definitive Additional Materials[ ] Soliciting Material Pursuant to Rule 14a-12
[X] | Preliminary Proxy Statement |
[ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
[ ] | Definitive Proxy Statement |
[ ] | Definitive Additional Materials |
[ ] | Soliciting Material Pursuant to Rule 14a-12 |
ENERTOPIA CORPORATIONCORP.
Name of the Registrant as Specified In Its Charter
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ | No fee required. |
[ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
1. | Title of each class of securities to which transaction applies: | |
2. | Aggregate number of securities to which transaction applies: | |
3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |
4. | Proposed maximum aggregate value of transaction: | |
5. | Total fee paid: | |
[ ] | Fee paid previously with preliminary materials. |
[ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
1. | Amount Previously Paid: | |
2. | Form, Schedule or Registration Statement No.: | |
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4. | Date Filed: | |
ii
Table of Contents
ENERTOPIA CORPORATION.CORP.
950-1130 West Pender Street
Vancouver, BC, Canada V6E 4A4
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 14, 2011JUNE 11, 2014
Dear Stockholder:
Our annual meeting of stockholders will be held at Suite 400, 570 Granville Street, Vancouver, BC, Canada, V6C 3P1, at 10:00 a.m., local time, onThursday April 14, 2011Wednesday, June 11, 2014 for the following purposes:
1. | to elect Robert McAllister, |
2. | to ratify |
3. | to approve |
4. | to conduct an advisory vote on the |
5. | to conduct an advisory vote on the frequency of future advisory votes on the compensation of our company's Named Executive Officers (the "Say-When-on-Pay Proposal"); |
6. | to approve the adoption of the |
to transact such other business as may properly come before the Meeting or any adjournment of postponement thereof. |
These items of business are more fully described in the proxy statement accompanying this notice.
Our board of directors has fixed the close of business onMarch 7, 2011April 14, 2014 as the record date for the determination of the stockholders entitled to notice of, and to vote at, the annual meeting or any adjournment thereof. Only the stockholders of record on the record date are entitled to vote at the annual meeting.
Whether or not you plan on attending the annual meeting, we ask that you vote by proxy by following instructions provided in the enclosed proxy card as promptly as possible. If your shares are held of record by a broker, bank, or other nominee, please follow the voting instruction sent to you by your broker, bank, or other nominee in order to vote your shares.
Even if you have voted by proxy, you may still vote in person if you attend the annual meeting. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the annual meeting, you must obtain a valid proxy issued in your name from that record holder.
Sincerely,
By Order of the Board of Directors
Per: /s/ Robert McAllister
Robert McAllister
Chairman of the Board
Date: May <>, 2014
ENERTOPIA CORPORATION.CORP.
950-1130 West Pender Street
Vancouver, BC, Canada V6E 4A4
Telephone: (604) 602-1633
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 14, 2011JUNE 11, 2014
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS
Why am I receiving these materials?
The board of directors of Enertopia Corporation.Corp. (“we”, “us” or “our”) is soliciting proxies for use at the annual meeting of stockholders to be held at Suite 400, 570 Granville Street, Vancouver, BC, Canada, at 10:00 a.m., local time, onThursday, April 14, 2011Wednesday, June 11, 2014 or at any adjournment of the annual meeting.meeting (the "Meeting"). These materials were first sent or given to our stockholders on or aboutMarch 21, 2011April 30, 2014.
What is included in these materials?
These materials include:
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 14, 2011JUNE 11, 2014
The above materials are also available at www.enertopia.com.
The annual report on Form 10-K accompanies this proxy statement, but does not constitute a part of the proxy soliciting material.
What items will be voted at the annual meeting?Meeting?
Our stockholders will vote on:vote:
1. | to elect Robert McAllister, |
2. | to ratify |
3. | to approve |
4. | to conduct an advisory vote on the compensation of our company's Named Executive Officers (the "Say- on-Pay Proposal); |
5. | to conduct an advisory vote on the frequency of future advisory votes on the compensation of our company's Named Executive Officers (the "Say-When-on-Pay Proposal"); |
6. | to approve the Company’s 2014 stock option plan; and |
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7. | to transact such other business as may properly come before the Meeting or any adjournment of postponement thereof. |
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What do I need to do now?
We urge you to carefully read and consider the information contained in this proxy statement. We request that you cast your vote on each of the proposals described in this proxy statement. You are invited to attend the annual meeting,Meeting, but you do not need to attend the annual meetingMeeting in person to vote your shares. Even if you do not plan to attend the annual meeting,Meeting, please vote by proxy by following instructions provided in the proxy card.
Who can vote at the annual meeting?Meeting?
Our board of directors has fixed the close of business onMarch 7, 2011April 14, 2014 as the record date (the "Record Date") for the determination of the stockholders entitled to notice of, and to vote at, the annual meetingMeeting or any adjournment. If you were a stockholder of record on the record date,Record Date, you are entitled to vote at the annual meeting.Meeting.
As of the record date, 23,601,740Record Date, 87,233,072 shares of our common stock were issued and outstanding and no other voting securities were issued and outstanding. Therefore, a total of 23,601,74087,233,072 votes are entitled to be cast at the annual meeting.Meeting.
How many votes do I have?
On each proposal to be voted upon, you have one vote for each share of our common stock that you owned on the record date.Record Date. There is no cumulative voting.
How can you Vote?
Shares of common stock cannot be voted at our annual meeting unless the holder of record is present in person or is represented by proxy. A shareholderstockholder has the right to attend our annual meeting at the time and place set forth in the Notice of Annual Meeting and to vote their securities directly at the meeting. In the alternative, a shareholderstockholder may appoint a person to represent such shareholderstockholder at our annual meeting by completing the enclosed Form of Proxy, which authorizes a person other than the holder of record to vote on behalf of the shareholder,stockholder, and returning it to our transfer agent, Nevada Agency and TransferOlympia Trust Company 501003, 750 West LibertyPender Street Suite 880 Reno NV 89501.Vancouver, BC V6C 2T8. All shareholdersstockholders are urged to complete, sign, date and promptly return the proxy by mail in the enclosed postage-paid envelope, or by fax after reviewingIf you do not wish to vote in person or if you will not be attending the information containedMeeting, you may vote by proxy by mail, by telephone or via the Internet by following instructions provided in thisthe proxy statement. A postage prepaid envelope will be provided for U.S. residents only. International residents, including Canadian residents, will be responsible for postage charges. card.
Valid proxies will be voted at our annual meeting and at any postponements or adjournments thereof as you direct in the proxy, provided that they are received by our transfer agent at least 4824 hours prior to the scheduled time of the meeting, or any adjournment thereof, or deposited with the Chair of the meeting on the day of the meeting or any adjournment thereof prior to the time of voting.
The shares of common stock represented by the proxy will be voted, or withheld from voting, as directed in the proxy. If no direction is given and the proxy is validly executed, the proxy will be votedvoted: (1) FOR the election of the nominees for our Board of Directors, the approval, ratificationDirectors; (2) to approve, ratify, and confirmation of the consolidation of the 2008 Stock Option Plan and the 2010 Equity Compensation Plan into one plan and approve the terms of this new plan referred to as the 2011 Stock Option Plan, and for the appointment of Chang Leeappoint MNP LLP as the Company’sour company’s auditors for the 20112014 fiscal year and to allow directors to set the remuneration,remuneration; (3) FOR a change of business of our company; (4) to approve the compensation to be paid to the company's named executive officers; (5) in favour of the three year frequency of stockholder advisory votes on compensation (6) to approve Company’s 2014 stock option plan, and (7) to transact such other business as may properly come before the Meeting or any adjournment of postponement thereof, as set forth in this proxy statement. If any other matters properly come before our annual meeting, the persons authorized under the proxies will vote upon such other matters in accordance with their best judgement,judgment, pursuant to the discretionary authority conferred by the proxy.
ADVICE TO BENEFICIAL HOLDERS OF SHARES OF COMMON STOCK
THE INFORMATION SET FORTH IN THIS SECTION IS OF SIGNIFICANT IMPORTANCE TO MANY SHAREHOLDERSSTOCKHOLDERS OF OUR CORPORATION,COMPANY, AS A SUBSTANTIAL NUMBER OF SHAREHOLDERSSTOCKHOLDERS DO NOT HOLD SHARES IN THEIR OWN NAME.
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ShareholdersStockholders who do not hold their shares in their own name (referred to in this Proxy Statement as “beneficial shareholders”stockholders”) should note that only proxies deposited by shareholdersstockholders whose names appear on the records of our Corporationcompany as the registered holders of shares of common stock can be recognized and acted upon at our annual meeting. If shares of common stock are listed in an account statement provided to a shareholderstockholder by a broker, then in almost all cases those shares of common stock will not be registered in the shareholder'sstockholder's name on the records of our Corporation.company. Such shares of common stock will more likely be registered under the names of the shareholder'sstockholder's broker or an agent of that broker. In the United States, the vast majority of such shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depository for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee and custodian for many Canadian brokerage firms). Beneficial shareholdersstockholders should ensure that instructions respecting the voting of their shares of common stock are communicated to the appropriate person, as without specific instructions, brokers/nominees are prohibited from voting shares for their clients.
Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from beneficial shareholdersstockholders in advance of shareholders'stockholders' meetings, unless the beneficial shareholdersstockholders have waived the right to receive meeting materials .materials. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by beneficial shareholdersstockholders in order to ensure that their shares of common stock are voted at our annual meeting. The Form of Proxy supplied to a beneficial shareholderstockholder by its broker (or the agent of the broker) is similar to the Form of Proxy provided to registered shareholdersstockholders by our Corporation.company. However, its purpose is limited to instructing the registered shareholderstockholder (the broker or agent of the broker) how to vote on behalf of the beneficial shareholder.stockholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) (formerly, ADP Investor Communication Services in the United States and Independent Investor Communications Company in Canada). Broadridge typically applies a special sticker to proxy forms, mails those forms to the beneficial shareholdersstockholders and the beneficial shareholdersstockholders return the proxy forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at our annual meeting.A beneficial shareholderstockholder receiving a Broadridge proxy cannot use that proxy to vote shares of common stock directly at our annual meeting - the proxy must be returned to Broadridge well in advance of our annual meeting in order to have the shares of common stock voted.
Although a beneficial shareholderstockholder may not be recognized directly at our annual meeting for the purposes of voting shares of common stock registered in the name of his broker (or agent of the broker), a beneficial shareholderstockholder may attend at our annual meeting as proxyholder for the registered shareholderstockholder and vote the shares of common stock in that capacity. Beneficial shareholdersstockholders who wish to attend at our annual meeting and indirectly vote their shares of common stock as proxyholder for the registered shareholderstockholder should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of our annual meeting.
Alternatively, a beneficial shareholderstockholder may request in writing that his or her broker send to the beneficial shareholderstockholder a legal proxy which would enable the beneficial shareholderstockholder to attend at our annual meeting and vote his or her shares of common stock.
There are two kinds of beneficial owners – those who object to their name being made known to the issuers of securities which they own (called OBOs for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called NOBOs for Non-Objecting Beneficial Owners). Pursuant to National Instrument 54-101, issuers can obtain a list of their NOBOs from intermediaries for distribution of proxy-related materials directly to NOBOs.
Quorum
A quorum of shareholdersstockholders is necessary to take action at our annual meeting. A minimumThe holders of one persona majority of the shares entitled to vote as at the Record Date, present in person or represented by proxy, and holding 10% of the issued and outstanding shares of common stock entitled to vote at the annual meeting as at March 7, 2011 willshall constitute a quorum for the transaction of business at our annual meeting. However, if a quorum is not present, then the holders of a majority of the shares of common stock of the Companyour company who are present at the annual meeting,Meeting, in person or by proxy, may adjourn such meeting from time to time until holders of a majority of the shares of the capital stock shall attend. At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the original meeting. Broker non-votes occur when a nominee holding shares of common stock for a beneficial owner of those shares of common stock has not received voting instructions from the beneficial owner with respect to a particular matter and such nominee does not possess or choose to exercise discretionary authority with respect thereto. Broker non-votes and abstentions will be included in the determination of the number of shares of common stock present at our annual meeting for quorum purposes but will not be counted as votes cast on any matter presented at our annual meeting.
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YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE ASKED TO MARK, DATE, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY WHETHER OR NOT YOU PLAN TO ATTEND OUR ANNUAL MEETING. IF YOU PLAN TO ATTEND OUR ANNUAL MEETING TO VOTE IN PERSON AND YOUR SHARES ARE REGISTERED WITH OUR TRANSFER AGENT IN THE NAME OF A BROKER OR BANK, YOU MUST SECURE A PROXY FROM THE BROKER OR BANK ASSIGNING VOTING RIGHTS TO YOU FOR YOUR SHARES OF COMMON STOCK .STOCK.
Dissenting Stockholder Rights
Dissenting stockholders have no appraisal rights under Nevada law or under our Articles of Incorporation or bylaws in connection with the matters to be voted on at the Meeting.
How do I vote my shares?
If you are a stockholder of record, you may vote in person at the annual meeting or by proxy.
To vote in person, come to the annual meeting, and we will give you a ballot when you arrive.
If you do not wish to vote in person or if you will not be attend the annual meeting, you may vote by proxy by mail, by telephone or via the Internet by following instructions provided in the proxy card.
If you hold your shares in “street name” and:
you wish to vote in person at the annual meeting, you must obtain a valid proxy from your broker, bank, or other nominee that holds your shares giving you the right to vote the shares at the annual meeting. Please follow the instructions from your broker, bank or other nominee, or contact your broker, bank or other nominee to request a proxy card.
you do not wish to vote in person or you will not be attend the annual meeting, you must vote your shares in the manner prescribed by your broker, bank or other nominee. Your broker, bank or other nominee should have enclosed or otherwise provided a voting instruction card for you to use in directing the broker, bank or nominee how to vote your shares.
What is the difference between a stockholder of record and a “street name” holder?
If your shares are registered directly in your name with our transfer agent, Nevada Agency and Transfer Company,Olympia Trust, then you are a stockholder of record with respect to those shares.
If your shares are held in a stock brokerage account or by a bank, or other nominee, then the broker, bank, or other nominee is the stockholder of record with respect to those shares. However, you still are the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank, or other nominee how to vote their shares. Street name holders are also invited to attend the annual meeting.
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What does it mean if I receive more than one proxy card?
If you receive more than one proxy card, it means that you hold shares registered in more than one name or in different accounts. To ensure that all of your shares are voted, please vote by proxy by following instructions provided in each proxy card. If some of your shares are held in “street name,” you should have received voting instruction with these materials from your broker, bank or other nominee. Please follow the voting instruction provided to ensure that your vote is counted.
What vote is required for the election of directors or for the approval of a proposal?
The vote of a majority in interest of our stockholders present in person or represented by proxy and entitled to vote at the annual meeting will be sufficient to elect directors or to approve a proposal.
For the election of directors, the nominees who receive more “For” votes than the combined votes of “Against” votes and votes that are abstained will be elected as directors. There is no cumulative voting in the election of directors.
How are votes counted?
For the election of directors, you may vote “For”, “Against”, or “Abstain” for each nominee for director. Votes that are abstained will have the same effect as “Against” votes. Broker non-votes will have no effect on the outcome of the vote on the election of directors.
For the election of directors, the nominees who receive more “For” votes than the combined votes of “Against” votes and votes that are abstained will be elected as directors. There is no cumulative voting in the election of directors.
For the following item to be ratified and/or approved:
the continued appointment of Chang Lee LLP our independent registered public accounting firm for the fiscal year ending August 31, 2011 and to allow directors to set the remuneration;
the election of Robert McAllister, Dr. Gerald Carlson and Chris Bunka as directors ;
to approve, ratify and confirm the consolidation of the 2008 Stock Option Plan and the 2010 Equity Compensation Plan into one plan and approve the terms of this new plan referred to as the 2011 Stock Option Plan; and
you may vote “For”, “Against”, or “Abstain” for the proposals. Votes that are abstained will have the same effect as “Against” votes. Broker non-votes will have no effect on the outcome of the vote on these proposals.
A “broker non-vote” occurs when a broker, bank, or other nominee holding shares for a beneficial owner in street name does not vote on a particular proposal because it does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner of those shares, despite voting on at least one other proposal for which it does have discretionary authority or for which it has received instructions.
How does the board of directors recommend that I vote?
Our board of directors recommends that you vote your shares “For”:
the election of directors;
the continued appointment of Chang Lee LLP our independent registered public accounting firm for the fiscal year ending August 31, 2011 and to allow directors to set the remuneration; and
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Can I change my vote after submitting my proxy?
Yes. You may revoke your proxy and change your vote at any time before the final vote at the annual meeting.Meeting. If you are a stockholder of record, you may vote again on a later date via the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the annual meetingMeeting will be counted), by signing and returning a new proxy card with a later date, or by attending the annual meetingMeeting and voting in person.Your attendance at the annual meetingMeeting will not automatically revoke your proxy unless you vote again at the annual meetingMeeting or specifically request in writing that your prior proxy be revoked. You may also request that your prior proxy be revoked by delivering to the Company a written notice of revocation prior to the annual meeting at Enertopia Corporation.,our company, at the address on the Notice of Meeting, Attention: President.President, a written notice of revocation prior to the Meeting being held at the offices of Macdonald Tuskey, our corporate counsel.
If you hold your shares in the street name, you will need to follow the voting instruction provided by your broker, bank or other nominee regarding how to revoke or change your vote.
Page | 5How can I attend the annual meeting?Meeting?
You may call us at 604 602-1633604-602-1675 if you want to obtain directions to be able to attend the annual meetingMeeting and vote in person.
You may be asked to present valid picture identification, such as a driver’s license or passport, before being admitted to the annual meeting.Meeting. If you hold your shares in street name, you will also need proof of ownership to be admitted to the annual meeting.Meeting. A recent brokerage statement or letter from your broker, bank or other nominee is an example of proof of ownership.
Counting of Votes
All votes will betabulated by the inspector of election appointed for the Meeting, who will separately tabulate affirmative and negative votes and abstentions. Shares represented by proxies that reflect abstentions as to a particular proposal will be counted as present and entitled to vote for purposes of determining a quorum. An abstention is counted as a vote against that proposal. Shares represented by proxies that reflect a broker "non-vote" will be counted as present and entitled to vote for purposes of determining a quorum. A broker "non-vote" will be treated as not-voted for purposes of determining approval of a proposal and will not be counted as "for" or "against" that proposal. A broker "non-vote" occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary authority or does not have instructions from the beneficial owner.
Who pays for the cost of proxy preparation and solicitation?
We pay for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokers, banks or other nominees for forwarding proxy materials to street name holders.
We are soliciting proxies primarily by mail. In addition, our directors, officers and regular employees may solicit proxies by telephone, facsimile, mail, other means of communication or personally. These individuals will receive no additional compensation for such services. We will ask brokers, banks, and other nominees to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. We will reimburse them for their reasonable charges and expenses.
FORWARD-LOOKING STATEMENTS
This proxy statement contains forward-looking statements. These statements relate to future events. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States and Canada, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
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Voting Securities and Principal Holders Thereof
We are authorized to issue 200,000,000 shares of common stock with a par value of $0.001. As of March 7, 2011, the record dateRecord Date a total of 23,601,74087,233,072 shares of common stock were issued and outstanding. Each share of common stock carries the right to one vote at the meeting.Meeting.
Only registered shareholdersstockholders as of the record dateRecord Date are entitled to receive notice of, and to attend and vote at, the meetingMeeting or any adjournment or postponement of the meeting.Meeting.
To the best of our knowledge, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, shares of common stock carrying more than 10% of the voting rights attached to the outstanding Common Shares of the Companyour company other than set forth in the section “Security Ownership of Certain Beneficial Owners and Management” below.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of March 7, 2011,the Record Date, certain information known to us with respect to the beneficial ownership of our shares of common stock by (i) each of our directors and nominees, (ii) each of our named executive officers (as defined instockholder known by us to be the “Executive Compensation” section) and current executive officers, and (iii) allbeneficial owner of our directors and current executive officers as a group. Except as set forth in the table below, there is no person known to us who beneficially owns more than 5% of our common stock.shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
Name and Address of | Amount and nature of beneficial | Name and Address of beneficial | |||||||
Title of Class | beneficial owner | ownership | Percent of class(1)(2) | owner | Amount and nature of beneficial ownership | Percent of class(1)(2) | |||
common stock | |||||||||
common stock | Gladys Jenks | 1,268,750 | Direct | 5.37% | Green Canvas Ltd. | 8,200,000 | Direct | 8.59% | |
1180 Berry Pt. Road | 2923 Dewdney Avenue | ||||||||
Gabriola Is ,BC V0R 1X1 | Regina SK S4T 0Y1 | ||||||||
Total Beneficial Owners | 1,268,750 | 5.37% | Total Beneficial Owners | 8,200,000 | 8.59% | ||||
common stock | Robert McAllister | 3,155,000 | 3 | Direct | 13.37% | Robert McAllister | 4,295,000(3) | Direct | 4.87% |
Suite 203 688 Lequime Rd | Suite 203 688 Lequime Rd | ||||||||
Kelowna, BC V1W 1A3 | Kelowna, BC V1W 1A3 | ||||||||
common stock | Chris Bunka | 1,470,000 | 4 | Direct | 16.53% | ||||
5774 Deadpine Drive | 2,431,666 | 5 | Indirect | ||||||
Kelowna, BC V1P 1A3 | |||||||||
common stock | Gerald Carlson | 642,740 | 6 | Direct | 2.72% | Donald Findlay | 3,652,000(6) | Direct | 4.09% |
1740 Orchard Way | |||||||||
West Vancouver, BC | 118 Covepark Road NE | ||||||||
V7V4E8 | Calgary, AB T3K 6B9 | ||||||||
common stock | Bal Bhullar | 502,000 | 7 | Direct | 2.13% | Bal Bhullar | 1,051,000(7) | Direct | 1.19% |
604 - 700 West Pender St. | 604 - 700 West Pender St. | ||||||||
Vancouver, BC V6C 1G8 | Vancouver, BC V6C 1G8 | ||||||||
common stock | Mark Snyder | 700,000 | 8 | Direct | 2.97% | John Thomas | 1,050,000(8) | Direct | 1.20% |
#200 12900 Brookprinter | Indirect | ||||||||
common stock | Mathew Chadwick | 16,000,000 | Indirect | 15.50% | |||||
Place, Poway, CA 92064 | 22308 Dewdney Trunk Road | ||||||||
Total Directors and | 8,901,406 | Direct & | 37.72% | Maple Ridge, BC V2X 3J2 | |||||
Officers | Indirect | Total Directors and Officers | 26,048,000 | 26.82 % | |||||
1Percentage of ownership is based on 23,601,740 shares87,233,072shares of common stock issued and outstanding as of March 7, 2011.the Record Date. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares.
2Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares.
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Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on March 7, 2011.the Record Date.
3Mr. McAllister’s shareholdings include 2,450,0003,410,000 shares of common stock, 805,000 stock options and 705,00080,000 Warrants exercisable within 60 days of the Record Date.
4Mr. Chadwick’s shareholdings include 16,000,000 shares held in the name of 0984329 BC Ltd., for which Mathew Chadwick is the sole beneficiary of the Company.
5Mr. Findlay’s shareholdings include 1,702,000 shares of common stock, 1,700,000 warrants and 250,000 stock options exercisable within 60 days of March 7, 2011;the Record Date.46Mr. Bunka’sMs. Bhullar’s shareholdings include 765,000201,000 shares of common stock and 705,000100,000 warrants and 750,000 stock options exercisable within 60 days of Marchthe Record Date.
57Mr. Bunka’sThomas' shareholdings include 1,898,333 shares held in the name of C.A.B. Financial Services and 333,333350,000 warrants held in the name of C.A.B. Financial Services and 200,000 shares held in 0743608 BCowned by Jatmet Consult Ltd., for which Chris Bunka is the sole beneficiary of both companies;6Dr. Carlson’s shareholdings include 342,740 shares of common stock and 300,000 stock options exercisable within 60 days of March 7, 2011.7Ms Bhullar’s shareholdings include 1,000 shares of common stock and 1,000 warrants and 500,000 stock options exercisable within 60 days of March 7, 2011.8Mr. Snyder’s shareholdings include 500,000 shares of common stocksolely owned company by John Thomas and 200,000 stock options exercisable within 60 days of March 7, 2011.the Record Date.
Changes in Control
We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.
Proposal 1
Election of Directors
Our board of directors has nominated the persons named below as candidates for directors at the annual meeting.Meeting. These nominees are all of our current directors. Unless otherwise directed, the proxy holders will vote the proxies received by them for the three nominees named below.
Each director who is elected will hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified. Any director may resign his or her office at any time and may be removed at any time by the majority of vote of the stockholders given at a special meeting of our stockholders called for that purpose.
Our company’s management proposes to nominate the persons named in the table below for election by the shareholdersstockholders as directors of the company. Information concerning such persons, as furnished by the individual nominees, is as follows:
Our board of directors recommends that you vote FOR the nominees.
Nominees
As at March 7, 2011,the Record Date, our directors, and executive officers, their age, positions held, and duration of term, are as follows:
Name | Position Held with our Company | Age | Date First Elected Or Appointed |
Robert McAllister | President, | ||
Chief Executive Officer and Director | November |
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John Thomas | Director | 66 | March 19, 2012 |
Donald Findlay | Director | 67 | June 2, 2011 |
| |||
Mathew Chadwick | Senior Vice President, Marijuana Operations and Director | 37 | March 10, 2014 |
Business Experience
The following is a brief account of the education and business experience of the nominees during at least the past five years, indicating their principal occupation during the period, and the name and principal business of the organization by which they were employed.
Robert McAllister
Mr. Robert McAllister has served as our President since DecemberNovember 30, 2007 and as one of our directorsa director since April 2008. Mr. McAllister has devoted approximately 45% of his professional time to our business and intends to continue to devote this amount of time in the future, or more if required by corporate events.
Robert McAllister is a resource investment entrepreneur with over 20 years of experience in resource sector evaluations and commodity cycle analysis. He brings extensive knowledge and expertise in building a successful company. From July 2008 to presentSeptember 2011 Mr. McAllister was the Chief Executive of Cheetah Oil & Gas Ltd. ("Cheetah Oil & Gas"), a company quoted on the OTC Bulletin Board and the Canadian Securities Exchange that was based in Canada and engaged in the exploration for and production of oil and natural gas primarily in Mississippi, the United States.
John Thomas
Dr. John Thomas was appointed a director on March 19, 2012.
Dr. Thomas is a professional engineer, and holds a PhD in chemical engineering. He also received a diploma in accounting and finance from the U.K. Association of Certified Accountants. He has 39 years of experience in the mining industry, including both base metal and precious metal projects in several countries. His experience covers a wide range of activities in the mining industry from process development, management of feasibility studies, engineering and management of construction, and operation of mines. From January 2005 to February 2011, Dr. Thomas served as the Chief Operating Officer of Infinito Gold Ltd., a gold exploration company. Since January 2012, he has also been the Chief Operating Officer of Edgewater Exploration Ltd., a Canadian based mineral exploration and mine development company focused on two gold projects with defined resources. In January 2013 to November 2013, he was contracted as an independent contract to serve as the Chief Operation Officer of Edgewater Exploration Ltd.
Donald Findlay
Mr. Findlay was appointed a director on June 2, 2011.
Mr. Findlay has worked in the resource exploration business since 1980. He has worked in different capacities from consultant to the positions of senior exploration geologist and exploration manager. Mr. Findlay completed his MSc in geology in 1978 with his thesis on copper molybdenum porphyry deposits. From October 2009 to September 2011, Mr. Findlay served as President of Cheetah Oil & Gas LtdGas.
Mathew Chadwick
Mr. Chadwick was appointed a publicly listed company locateddirector and Senior Vice President of Marijuana Operations on March 10, 2014.
Mr. Chadwick was a founding partner of World of Marihuana ("WOM") Productions. He has worked in British Columbia.
Dr. Gerald Carlson
Dr. Gerald Carlson served as our President from March 2005 to November 2007the horticulture field for over 20 years gaining valuable hands on experience and as one of our directors since March 2005.
From March 1999 to present, Dr. Carlson has been the President and Co-Founder of Copper Ridge Explorations Inc. (“Copper Ridge”), a publicly listed company located in Vancouver, British Columbia and a junior explorer with exploration projects in Alaska, Yukon, British Columbia and Mexico. Copper Ridge is currently focusing on base and precious metal targets.
Dr. Carlson is also onkey contributor to the boardsuccess of several other mineral exploration companies, including Almaden Minerals Ltd., Blue Sky Uranium Corp., Panthera Resources Inc., Taipan Resources Inc.facilities . Mr. Chadwick’s compassionate nature, thirst for knowledge and Tarsis Resources Ltd. From February 2000focus on bringing awareness to October 2004, Dr. Carlson was the Presidentpublic body for the need of Nevada Star Resource Corp., a publicly listed company located in Vancouver, British Columbia, exploring for nickel-copper-PGEs (platinum group metals) in Alaska.
Dr. Carlson received his Ph.D. through Dartmouth College in 1978, a M.Sc. from Michigan Technological University in 1974 and a B.Sc. frompain management alternatives has proved to be an asset to the Universitygrowth of Toronto in 1969, majoring in Geological Engineering.
Chris Bunkathe sector.
Mr. Chris BunkaChadwick has servedconsulted in cultivation, and managed large-scale production of medical marijuana. A participant of the MMAR program since 2004, he has researched growing techniques such as; drip irrigation, ebb and flow, flood and drain, NFT and DWC systems, soilless and coco mediums . Through research and development he implemented and managed practices using advanced methods to achieve superior quality products and maximum yields.
In the last five years, Mr. Chadwick has also had a long standing career with Re/Max Realty, Real Estate in real estate sales, over the years earning awards for top 10% producing realtor in (GVREB) Greater Vancouver Real Estate Board.
Our company believes that each of Mr. McAllister, Mr. Thomas, Mr. Findlay and Mr. Chadwick have the educational backgrounds, and business and operational experiences give each of them the qualifications and skills necessary to serve as onedirectors of our directors since November 2004. Mr. Bunka has devoted approximately 45% of his professional time to our business and intends to continue to devote this amount of time in the future, or more as required.
Since 1988, Mr. Bunka has been the CEO of CAB Financial Services Ltd., a private holding company located in Kelowna, Canada. He is a venture capitalist and corporate consultant. He was also a business commentator and had provided business updates to a Vancouver radio station, from 1998 to 2010. He has also written business and investment articles published in various North American publications.
From 1999 to 2002, Mr. Bunka was the President and CEO of Secure Enterprise Solutions (symbol SETP-OTC) (formerly Newsgurus.com, symbol NGUR-OTC). The company subsequently changed its name to Edgetech Services and traded on the OTC with the symbol EDGH. Newsgurus.com was a web-based media company. Secure Enterprise Solutions moved into Internet-based computer security products and services and was subsequently purchased by Edgetech Services. Mr. Bunka is a director of Defiance Capital Corp (symbol DEF-TSXV) and a director and officer of Lexaria Corp. (symbol LXRP-OTC and LXX-CNSX).
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Executive Officers
Our executive officers are appointed by our board of directors and serve at the pleasure of our board of directors.
The names of our executive officers, their ages, positions held, and durations of such and a brief description of the backgrounds and business experiences for the past five years are as follows:
Name | Position Held with our Company | Age | Date First Elected Or Appointed |
Robert McAllister | President, | ||
Chief Executive Officer and Director | November | ||
Mathew Chadwick | Senior Vice President, Marijuana Operations and Director | 37 | March 10, 2014 |
Bal Bhullar | Chief Financial Officer | ||
October 9, 2009 |
Bal Bhullar, Chief Financial Officer
Ms. Bhullar brings over 1920 years of diversified financial and risk management experience in both private and public companies, in the industries of high-tech, film, mining, marine, oil & gas, energy, transport, medical marijuana and spa industries. Among some of the areas of experience, Ms. Bhullar brings expertise in financial & strategic planning, operational & risk management, regulatory compliance reporting, business expansion, startup operations, financial modeling, program development, corporate financing, and corporate governance/internal controls. Previously, Ms. Bhullar has held various positions as President of BC Risk Management Association of BC, and served as Director and CFO of private and public companies. Currently, Ms. Bhullar serves as a Director and CFO for Bare Elegance Medspa, and is CFO and a Director of Lexaria Corp.
Ms. Bhullar is a Chartered Professional Accountant, Certified General Accountant and as well holds a CRM designation from Simon Fraser University and a diploma in Financial Management from British Columbia Institute of Technology.
Mark Snyder, Chief Technical Officer
In 1985 Mark Snyder developed one of California’s first large scale bio energy conversion projects where a significant client was enabled to produce electric power from agricultural waste and heat 20 acres of greenhouses for agriculture. Mark was selected by the Clinton Administration to serve on a White House Council addressing the needs of our National Electrical Infrastructure in anticipation of the Y2K Conversion.
Co-foundedClean Air USAand has partnered with Willie Nelson Biodiesel to bring clean alternative fuels to California. Mark helped champion Solar Rights in California. Using the appeal of the Green Ribbon Home™ and California’s Solar Rights Law, Mark has had success in changing the electric metering in parks to net metering, which has opened up the solar power market to millions of Californians that currently reside in master metered dwellings.
For information regarding Messrs McAllister, Bunka and Bunka,Chadwick, see “Nominees” beginning on page 9.8.
Family Relationships
There are no family relationships between any director or executive officer.
Involvement in Certain Legal Proceedings
We knowTo the best of no material proceedings in which anyour knowledge, none of our directors officers, affiliates or any shareholder of more than 5% of any class of our voting securities, or any associate thereof is a party adverse to our company or any of our subsidiaries or has a material interest adverse to our company or our subsidiary.
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Our directors, executive officers and control persons have not been involved in any of the following eventshas, during the past ten years:
1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
2. Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses)
Corporate Governance
Public Availability of Corporate Governance Documents
Our key corporate governance document is our Code of Ethics which is:
available in print to any stockholder who requests it from our President; and
filed on EDGAR as an exhibit to our annual report on Form 10-KSB filed on November 29, 2007.
Code of Ethics
We adopted a Code of Ethics applicable to our senior financial officers and certain other finance executives, which is a "code of ethics" as defined by applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to our Annual Report on Form 10-KSB filed on November 29, 2007. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our chief executive officer, chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.
Meetings
Our board of directors held no formal meetings during the year ended August 31, 2010.2013. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada Revised Statutes and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.
It is our policy to invite directors to attend the annual meetingMeeting of stockholders. Three directors are expected to attend the 2010 stockholders meeting.Meeting.
Committees of the Board of Directors
We currently do not have a nominating or compensation committeescommittee or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholdersstockholders to submit recommendations or nomination for directors.
Audit Committee and Audit Committee Financial Expert
Currently our audit committee consists of Robert McAllister, John Thomas and Donald Finley who are all directors of our entire board of directors. Our board of directors has determined that it does not have a member of its board of directors (audit committee) that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K. Only Dr. Gerald Carlson can be considered "independent" as the term is used in Rule 5605(a) of the Nasdaq Listing Rules and National Instrument 52-110, adopted by various Canadian securities commissions.company.
Our audit committee operates pursuant to a written charter adopted by our board of directors, a copy of which is attached as Schedule B"A" to this Proxy Statement.
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We believe that thetwo of our members of our board of directorsaudit committee, Robert McAllister and John Thomas, are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an additional independent director who would qualify as an "audit“audit committee financial expert"expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.
Director Independence
We currently act with threefour directors, consisting of Christopher Bunka, Robert McAllister, Donald Findlay, John Thomas and Gerald Carlson.Mathew Chadwick. We have determined that Gerald Carlson is anJohn Thomas and Donald Findlay are “independent director”directors” as defined in Rule 5605(a) of the Nasdaq Listing Rules.
Stockholder Communications with Our Board of Directors
Because of our company’s small size, we do not have a formal procedure for stockholder communication with our board of directors. In general, members of our board of directors and executive officers are accessible by telephone or mail. Any matter intended for our board of directors, or for any individual member or members of our board of directors, should be directed to our President with a request to forward the communication to the intended recipient.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended August 31, 2010,2013, all filing requirements applicable to our executive officers, directors and persons who own more than 10% of our common stock were complied with, with the exception of the following:
Name | Number of Late Reports | Number of Transactions Not Reported on a Timely Basis | Failure to File Requested Forms |
Gerald Carlson | 0 | 0 | Nil |
Chris Bunka | 0 | 0 | Nil |
Robert McAllister | 0 | 0 | Nil |
Bal Bhullar | 0 | 0 | Nil |
Mark Snyder | 0 | 0 | Nil |
Name | Number of Late Reports | Number of Transactions Not Reported on a Timely Basis | Failure to File Requested Forms |
Robert McAllister | 1(1) | 1 | N/A |
Bal Bhullar | 1(1) | 1 | N/A |
John Thomas | 1(2) | 1 | N/A |
Notes:
(1) | The director / officer was late filing a Form 4, Change of Beneficial Ownership. | |
(2) | The director / officer was late filing a Form 3, Initial Statement of Beneficial Ownership. |
Executive Compensation
The following table sets forth all compensation received during the two years ended August 31, 20102013 by our Chief Executive Officer, Chief Financial Officer and each of the other most highly compensated executive officers whose total compensation exceeded $100,000 in such fiscal year. These officers are referred to as the “named executive officers” in this proxy statement.
Summary Compensation
The particulars of compensation paid to the following persons:
(a) | our principal executive officer; |
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(b) | each of our two most highly compensated executive officers who were serving as executive officers at the end of the year ended August 31, | |
(c) | up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the most recently completed financial year, |
who we will collectively refer to as the named executive officers, for our fiscal years ended August 31, 20102013 and 2009,2012, are set out in the following summary compensation table:
SUMMARY COMPENSATION TABLE | ||||||||||
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan tion ($) | Nonqualified Deferred Compensation Earnings ($) | All Other tion ($) | Total ($) | |
Robert McAllister President and Director | Nil Nil | Nil Nil | Nil Nil | Nil Nil | Nil Nil | 60,000 60,000 | ||||
Chris Bunka Chief Executive Officer, Director Officer | 60,000 | Nil Nil | Nil Nil | Nil Nil | Nil Nil | 55,000 60,000 | ||||
Bal Bhullar ChiefFinancial Officer | Nil Nil | Nil Nil | Nil Nil | Nil Nil | Nil Nil | Nil | 71,416 65,543 | |||
Mark Snyder(3) Former Chief Technical Officer | Nil Nil | Nil Nil | Nil Nil | Nil Nil | Nil | Nil | 6,000 12,000 |
(1)On November 30, 2007, Mr. McAllister was appointed as our President and on April 14, 2008 he was appointed as a director.(2)Salary compensation for Chris Bunka is accrued fees.Notes:
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(1) | Salary compensation for Chris Bunka are fees accrued to C.A.B. Financial Services Ltd, a company wholly owned by Chris Bunka. |
(2) | Compensation has been paid to BKB Consulting Ltd., a company wholly owned by Bal Bhullar. |
(3) | Mr. Snyder resigned as Chief Technical Officer on June 30, 2013. |
Employment and Consulting Agreements
We entered into a consulting agreement with Mr. Robert McAllister on December 1, 2007. During the term of this agreement, Mr. McAllister is to provide corporate administration and oil & gas exploration and production consulting services, such duties and responsibilities to include provision of oil and gas industry consulting services, strategic corporate and financial planning, management of the overall business operations of our company, and supervising office staff and exploration and oil & gas consultants. Mr. McAllister was reimbursed at the rate of $2,000 per month. On December 1, 2008, the consulting fee was increased to $5,000 per month. We may terminate this agreement without prior notice based on a number of conditions. Mr. McAllister may terminate the agreement at any time by giving 30 days written notice of his intention to do so.
On March 2, 2008, we1, 2014, the company entered into a controller agreementnew management consulting contract with CAB Financial Services, a corporation organized underRobert McAllister, whereas the laws of the Province of British Columbia. CAB Financial Services is a consulting company controlled by the chairman of the board and chief executive officer of the Company. Pursuantfee has increased to the controller agreement, CAB Financial Services will provide corporate accounting and controller services to the Company in consideration for the payment of CAD$3,675 (including $175 GST)$6,500 per month. This agreement was terminated on October 9, 2009.
On December 1, 2008, we entered into a consulting agreement with CAB Financial Services, a corporation organized under the laws of the Province of British Columbia. CAB Financial Services is a consulting company controlled by the chairman of the board and the chief executive officer of the Company. A fee of $5,000 per month is accrued. We may terminate this agreement without prior notice based on a number of conditions. CAB Financial Services Ltd. May terminate the agreement at any time by giving 30 days written notice of his intention to do so. This contract was terminated in July, 2013.
On October 9, 2009, we entered into a consulting agreement with BKB Management Ltd, a corporation organized under the laws of the Province of British Columbia. BKB Management controlled by our Chief Financial Officer. A fee of CAD$4,675 including GST is paid per month. We may terminate this agreement without prior notice based on a number of conditions. BKB Management Ltd. May terminate the agreement at any time by giving 30 days written notice of his intention to do so. Effective April 1, 2011, the consulting services are CAD$5,500 per month plus HST. On March 1, 2014, the company entered into a new management consulting contract with BKB Management Consulting Ltd., whereas the consulting fee has increased to $7,500 per month.
Page | 13On October 9, 2009, we entered into a consulting agreement with Mark Snyder pursuant to which he agreed to act as our Chief Technical Officer in consideration of a fee of $1,000 per month. This contract was terminated in July, 2013
On March 10, 2014, we entered into a Management Agreement with Mathew Chadwick as Senior Vice President of Marijuana Operations. The initial term of this agreement shall begin on the date of execution of this agreement and continue for six months. Thereafter the agreement will continue on a month-by-month basis pending cancelation by written notification with 30 days of notice. In consideration for the services we will pay CAD$25,000 per month.
Other than as set out above, we have not entered into any employment or consulting agreements with any of our current officers, directors or employees.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of August 31, 2010:2013:
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Name | Option awards | Stock awards | |||||||
Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option price ($) | Option expiration date | Number of shares or unitsof stock that havenot vested (#) | Market valueof shares of units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares,units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | |
Robert McAllister | 100,000 200,000 255,000 | Nil Nil Nil | -- | $0.20 $0.10 $0.10 $0.15 | 2012/12/14 2014/10/22 2014/12/30 2016/02/14 | -- | -- | -- | -- |
Bal Bhullar | 100,000 | Nil Nil | -- | $ $0.10 $ | 2014/10/22 2014/ 2016/02/14 |
Note:
(1) | |||||||||
(1)On November 30, 2007, Mr. McAllister was appointed as our President and on April 14, 2008 he was appointed as a director.(2)On October 22, 2009, the exercise price was changed from $0.70 to $0.20.
Option exercises and stock vested table.
During our fiscal year ended August 31, 20102013 there were no options exercised by our named officers.
Directors Compensation
We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
Gerald Carlson | Nil | Nil | $4,965 | N/A | N/A | Nil | $4,965 |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
Donald Findlay | Nil | NIl | Nil | Nil | Nil | Nil | Nil |
Greg Dawson(1) | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
John Thomas | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
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(1) | Mr. Dawson resigned as a director on March 10 2014. |
Securities Authorized for Issuance under Equity Compensation Plans
We have no long-term incentive plans other than the stock option plans described below.
Stock Option Plans
On December 14, 2007, our board of directors approved our 2008 Stock Option Plan. Under the 2008 Stock Option Plan, options may be granted to our directors, officers, employees and consultants as determined by our board of directors. Pursuant to the Plan, we reserved for issuance 1,400,000 post share consolidation shares of our common stock (2,800,000 pre-consolidation shares). As at August 31, 2010, there were 510,000 shares of our common stock still available for grant under this plan. Subsequent to our year ended August 31, 2010, our board of directors granted the remaining share purchase options available under this plan.
On December 29, 2009, our board of directors approved our 2010 Equity Compensation Plan. Under the 2010 Plan, our board of directors can grant up to 2,000,000 options to our directors, officers, employees and consultants. The 2010 Plan was approved by our stockholders on February 5, 2010. As at August 31, 2010, there were 1,100,000 shares of our common stock still available for grant under this plan. Subsequent to our year ended August 31, 2010, our board of directors granted 500,000 share purchase options available under this plan.
On April 14, 2011, our stockholders approved and adopted at the Annual General Meeting to roll our 2007 Equity compensation plan and our 2010 Equity Compensation Plan into a new 2011 Stock Option Plan. The aggregate number of Common Shares that may be reserved, allotted and issued pursuant to Options shall not exceed 4,720,348 shares of common stock, less the aggregate number of shares of common stock then reserved for issuance pursuant to any other share compensation arrangement. As of the Record Date, we have granted a total of 3,500,000 stock options.
As at the date of this Proxy Statement, there were no stock options exercised
Page | 15Equity Compensation Plan Information
The following table sets forth certain information concerning all equity compensation plans previously approved by stockholders and all previous equity compensation plans not previously approved by stockholders, as of the most recently completed fiscal year.
1 These figures do not include the 510,000 under the 2008 plan and 500,000 under the 2010 plan, stock options that were granted to directors and consultants on February 14, 2011.2 On October 22, 2009, the exercise price of 390,000 stock options was re-priced to $0.20 per share.
Equity Compensation Plan Information | |||
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
Equity compensation plans approved by security holders | 2,455,000 | $0.15 | 2,265,348 |
Equity compensation plan not approved by security holders | Nil | Nil | Nil |
Total | 2,455,000 | $0.15 | 2,265,348 |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during our fiscal year ended August 31, 2010.2013
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Transactions with Related Persons
Since the beginningExcept as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended August 31, 2010, there have been no transactions or proposed transactions2013, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or 1%one percent of the average of our total assets at year-endthe year end for the last two completed fiscal years in which any ofyears.
For the year ended August 31, 2013, our directors, nominees for directors, executive officers or beneficial holders of more than 5%company was party to the following related party transactions:
Paid /accrued $60,000 (August 31, 2012: $60,000) to the President of the outstanding sharesCompany in consulting fees.
Paid/accrued $55,000 (August 31, 2012: $60,000) of our common stock, or anyconsulting fees to a company controlled by a former Director/CEO of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.the Company.
Paid/accrued $65,435 (August 31, 2012: $65,543) in consulting fees to a company controlled by the CFO of the Company.
Paid /accrued $6,040 (August 31, 2012: $9,000) in consulting fee former CTO of the Company.
Paid / accrued $110 (August 31, 2012: $9,375) in consulting fee to former Senior VP, Business Development.
Included in accounts payable, $123,610 was payable to the President and a company controlled by a CFO of the Company.
The related party transactions are recorded at the exchange amount established and agreed to between the related parties.
Page | 16Employment Agreements
For information regarding compensation for our executive officers and directors, see “Executive Compensation” beginning on page 1312 and “Proposal 1” beginning on page 8 .
Proposal 2
Ratification of the Continued Appointment of the Independent Registered Public Accounting Firm
Our board of directors is asking our stockholders to ratify the continued appointment of Chang LeeMNP LLP, as our independent registered public accounting firm for the fiscal year ending August 31, 20112014 at a remuneration to be fixed by the Board.
Stockholder ratification of the continued appointment of Chang LeeMNP LLP is not required under the Nevada corporate law, our bylaws or otherwise. However, our board of directors is submitting the continued appointment of Chang LeeMNP LLP as our independent registered public accounting firm to our stockholders for ratification as a matter of corporate practice. If our stockholders fail to ratify the continued appointment, our board of directors will reconsider whether or not to retain the firm. Even if the appointment is ratified, our board of directors in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if our board of directors determines that such a change would be in the best interest of our company and our stockholders.
Representatives of Chang LeeMNP LLP are not expected to be present at the annual meeting.Meeting. However, we will provide contact information for Chang LeeMNP LLP to any stockholders who would like to contact the firm with questions.
Unless otherwise directed, the proxy holders will vote the proxies received by them for the ratification of the continued appointment of Chang LeeMNP LLP as our independent registered public accounting firm for the fiscal year ending August 31, 2011.2014.
At the Meeting the stockholders will be asked to approve the following resolution:
RESOLVED THAT the continued appointment of
Chang LeeMNP LLP as our independent registered public accounting firm is ratified, approved and confirmed and that the remuneration be fixed by the board.
Our Board of Directors recommends that you vote FOR the ratification of the continued appointment of Chang LeeMNP LLP as our independent registered public accounting firm as our auditors for the fiscal year ending August 31, 20112014 at a remuneration to be fixed by the Board.
Fees Paid to Our Independent Registered Public Accounting Firm
Audit fees
The aggregate fees billed for the most recently completed fiscal year ended August 31, 20102013 and for fiscal year ended August 31, 20092012 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
Year Ended | ||||||
August 31, 2013 | August 31, 2012 | |||||
Audit Fees | $ | 30,759 | $ | 24,502 | ||
Audit Related Fees | 25,651 | 19,986 | ||||
Tax Fees | Nil | Nil | ||||
All Other Fees | Nil | Nil | ||||
Total | $ | 56,411 | $ | 44,488 |
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Year Ended | ||||||
August 31, 2010 | August 31, 2009 | |||||
Audit Fees | $ | 19,000 | $ | 17,350 | ||
Audit Related Fees | 19,481 | 12,650 | ||||
Tax Fees | Nil | Nil | ||||
All Other Fees | Nil | Nil | ||||
Total | $ | 38,481 | $ | 30,000 |
Audit Fees
Audit fees consist of fees billed for professional services rendered for the audits of our financial statements, reviews of our interim financial statements included in quarterly reports, services performed in connection with filings with the Securities and Exchange Commission and related comfort letters and other services that are normally provided by Chang LeeMNP LLP for the fiscal years ended August 31, 20102013 and August 31, 20092012 in connection with statutory and regulatory filings or engagements.
Audit related Fees
There were $17,350$25,651, audit related fees paid to Chang Lee LLPMNPLLP for the fiscal year ended August 31, 20102013 and $12,650$19,986 for the fiscal year ended August 31, 2009.2012.
Tax Fees
Tax fees consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and local tax compliance and consultation in connection with various transactions and acquisitions. For the fiscal years ended August 31, 20102013 and August 31, 2009,2012, we did not use Chang LeeMNP LLP for non-audit professional services or preparation of corporate tax returns.
We do not use Chang LeeMNP LLP, for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage Chang LeeMNP LLP to provide compliance outsourcing services.
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our independent auditors are engaged by us to render any auditing or permitted non-audit related service, the engagement be:
approved by our audit committee (which consists of our entire boardRobert McAllister, John Thomas and Donald Finley who are all directors of directors)out company); or
entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors’ responsibilities to management.
Our board of directors (audit committee)audit committee pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
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Proposal 3ApprovalChange of ConsolidationBusiness
Over the past four months we have changed our company's direction from the exploration of 2008 Stock Option Planoil and 2010 Equity Compensation Plan Into One Plangas properties to a non-resource business, more specifically the medical marihuana business (the "Change of Business"). We determined to make this change after an evaluation of our company's existing resources and Approvala review of this New Plan (the “2011 Stock Option Plan”)
On February 14, 2011,strategic options for our board of directors approved the consolidation of the 2008 Stock Option Plancompany. Through our board's business contacts and the 2010 Equity Compensation Plan into one planentrepreneurial approach of our management team we were able to identify and capitalize upon an opportunity in the Canadian medical marihuana industry.
Background to Canadian Medical Marihuana Industry
In 2001, Canada implemented a government-run program for medical marijuana access. The original regulations, being theMarihuana Medical Access Regulations (Canada), referred to as MMAR, permitted approved persons access to either grow the 2011 Stock Option Plan. product or seek supply from Health Canada. According to a press release issued by Health Canada on June 10, 2013, the number of individuals in Canada approved to use medical marijuana has grown from 500 in 2001 to more than 30,000 as of June 10, 2013. Due in part to the growth in demand, Health Canada issued new regulations in June 2013, theMarihuana for Medical Purposes Regulations(Canada) issued pursuant to theControlled Drugs and Substances Act(Canada), referred to as MMPR, that replace government supply and homegrown medical marijuana existing under the MMAR with highly secure and regulated commercial operations.
Our board approvedAcquired Interest in the consolidationCanadian Medical Marihuana Industry
On January 16, 2014, our company entered into a joint venture agreement with World of Marihuana Productions Ltd. ("WOM") pursuant to which we may acquire up to a 51% interest in the plansmedical marihuana business of WOM.WOM is in the business of producing and selling medical marihuana and is currently in the process of applying to Health Canada to become a "Licensed Producer" of medical marihuana under the MMPR regime. The terms of this joint venture agreement provide that in order for administrative and reporting efficiencies.
Although stockholder ratification of the 2011 Stock Option Plan is notus earn a 51% interest, we are required by our bylaws, our board is submitting the consolidation of the 2008 Stock Option Plan and the 2010 Equity Compensation Plan to stockholders as a matter of corporate practice. If stockholders fail to ratify the consolidation of the 2008 Stock Option Plan and the 2010 Equity Compensation Plan and the adoption of the 2011 Stock Option Plan,, our board will reconsider whether or not to consolidate the plans and adopt the new plan.
The purpose of the 2011 Stock Option Plan will continue to be to retain the services of valued key employees, directors, officers and consultants and to encourage such persons with an increased initiative to make contributions to our company.
The following is a summaryaggregate cash payments of the principal terms$1,375,000 and issue an aggregate of the 2011 Stock Option Plan and is qualified in its entirety by reference to the text of the 2011 Stock Option Plan, a copy of which is attached hereto Schedule A. The effective date of the 2011 Stock Option Plan will be determined upon receipt of approval of the 2011 Stock Option Plan by our stockholders at the Meeting.
We will be permitted to issue up to 4,720,34820,000,000 shares of our common stock or 20% of the currentlyall over a four year period. To date, we have issued and outstanding common10,000,000 shares less any common shares currently reserved for outstanding stock options, under the 2011 Stock Option Plan.
Incentive stock options may be granted to any individual who, at the time the stock option is granted, is an employee of our company or any related company (as defined in the 2011 Stock Option Plan). Non-qualified stock options may be granted to employees of our company or any related company and to such other persons whoWOM, which are not employees as the board of directors shall select, subject to applicable hold periods under Canadian and United States securities laws. In the event WOM has not been designated as a Licensed Producer by Health Canada by January 16, 2015, WOM will be entitled to retain the cash payments paid to it under the joint venture agreement to that point but will be required to return all but 5,000,000 shares to us.
A fewOn February 28, 2014, we entered into a joint venture agreement with The Green Canvas Ltd. ("GCL") to acquire an additional interest in the medical marihuana industry. GCL is in the business of producing and selling medical marihuana and is also currently in the highlightsprocess of applying to Health Canada to become a Licensed Producer of medical marihuana under MMPR. Under the 2011 Stock Option Planagreement with GCL, we may acquire up to a 75% interest in the medical marihuana business of GCL by making aggregate cash payments of CDN$1,000,000 and issuing an aggregate of 19,000,000 shares of our common stock to GCL, all over a three year period. To date, we have issued 10,000,000 of such shares, of which 8,200,000 shares were issued to GCL and the balance issued pursuant finder’s fee commitments, all of which are listed below:
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Pursuantsubject to applicable hold periods under Canadian and United States securities laws. In the board's authorityevent GCL has not been designated as a Licensed Producer by Health Canada by February 28, 2015, GCL will be entitled to governretain the implementation and administration ofcash payments paid to it under the 2011 Stock Option Plan,joint venture agreement to that point but will be required to return all previously granted and outstanding stock options shall be governed bybut 3,600,000 shares to us.
At the provisions ofMeeting, the 2011 Stock Option Plan.
REQUIRED VOTE
Stockholdersstockholders will be asked to consider,vote "FOR" the following resolution:
"RESOLVED that that the Change of Business is ratified, approved and confirmed."
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
IN FAVOR OF PROPOSAL 3
Proposal 4
Advisory Vote On Executive Compensation
(Say-on-pay vote)
This year, as required by Section 14A of the Exchange Act, we are providing stockholders the opportunity to advise our Board regarding the compensation of our Named Executive Officers, as such compensation is described in this Proxy Statement, the tabular disclosure regarding such compensation and the Board, believingaccompanying narrative disclosure, beginning on page 11 of this Proxy Statement. We urge our stockholders to review these disclosures for further insight into our compensation policies.
The goal of our company's executive officer compensation program is to retain and reward highly qualified, talented leaders who create long term stockholder value. The program is designed to align management’s interest with that of stockholders and motivate senior executives to increase our long-term growth and profitability while attempting to minimize risks that could result from compensation decisions. As described in this proxy statement, our board weighs the appropriate mix of compensation elements, including the allocation between cash and equity, for each executive officer to help achieve those objectives. Our Compensation Discussion and Analysis contained in this proxy statement describes our executive compensation program and the decisions made by our board in more detail.
Accordingly, our board is asking our stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by casting a non-binding advisory vote “FOR” the following resolution:
"RESOLVED, that the compensation paid to the company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED."
As an advisory vote, this proposal is not binding on our board. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and our board, and, accordingly, our board intends to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.
Advisory approval of this proposal requires the vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
IN FAVOR OF PROPOSAL 4
Proposal 5
Advisory Vote On The Frequency Of An Advisory Vote On The Compensation Of Our Named ExecutiveOfficers
(Say-when-on-pay vote)
Accordingly, our company is asking stockholders to indicate whether they would prefer an advisory vote every year, every other year or every three years. For the reasons described below, our board recommends that the stockholders select a frequency of three years.
After considering the benefits and consequences of each alternative, our board recommends that the advisory vote on the compensation of our company’s named executive officers be submitted to the stockholders once every three years.
Our board believes that a triennial advisory vote makes sense for our company and its stockholders for the following reasons:
While our board believes that its recommendation is appropriate at this time, stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preference, on an advisory basis, as to whether the non-binding stockholder advisory vote on the approval of our executive officer compensation practices should be held every year, every two years, or every three years. The frequency option that receives votes from the holders of at least a majority of shares present or represented and voting at the Annual Meeting will be considered the preferred frequency of future advisory votes on the compensation of our named executive officers by our stockholders. Our board values the opinions of our stockholders in this matter, and, to the extent there is any significant vote in favor of one frequency over the other options, even if fewer than a majority of the votes cast, our board will consider the stockholders’ concerns and evaluate any appropriate next steps. However, because this vote is advisory and not binding on our board or our company in any way, our board may decide that it to beis in the best interests of our stockholders and our company recommend thatto hold an advisory vote on executive compensation more or less frequently than the stockholders approve,option indicated by our stockholders.
OUR BOARD OF DIRECTORS RECOMMENDSratify and confirm the consolidation
A VOTE IN FAVOR OF THE THREE YEAR FREQUENCY OF
STOCKHOLDER ADVISORY VOTES ON COMPENSATION
ON PROPOSAL 5.
Proposal 6
Adoption of 2014 Stock Option Plan
The purpose of the 20082014 Stock Option Plan (the “2014 Plan”) is to secure for our company and our stockholders the 2010 Equity Compensationbenefits arising from capital stock ownership by employees, officers and directors of, and consultants or advisors to our company who are expected to contribute to our future growth and success. The 2014 Plan into one plan and approve the termspermits grants of this new plan referredoptions to as the 2011 Stock Option Planand the allotment and reservation of sufficientpurchase shares of common stock, from treasury$0.001 par value per share, of our company.
The stock subject to options granted under the 2014 Plan shall be shares of authorized but unissued or reacquired common stock. The maximum number of shares of common stock of our company which may be issued and sold under the 2014 Plan shall be 17,400,000, subject to adjustment for issuancestock splits or consolidations.
The purchase price per share deliverable upon the exercise of an option granted under the 2014 Plan shall be determined by the board of directors at the time of grant of such option. Options granted under the 2014 Plan shall expire on such date as determined by the board of directors and set forth in the applicable option agreement, provided, that such date shall not be later than (10) ten years after the date on which the option is granted.
Employees, officers and directors of, and consultants or advisors to our company will be eligible to participate in the 2014 Plan. As of the date of this Proxy Statement, there are two officers and four directors, and 23 consultants or advisors to our company. The basis of participation for the issuance of options under the 2014 Plan will be determined from time to time by our board of options granted pursuant todirectors.
Our company has not yet made any determinations on the Plan. The 2011 Planbenefits or amounts that will be approvedreceived by or allocated from the 2014 Plan. Under the 2014 Plan, our company has reserved the right and discretion to amend, modify or terminate the 2014 Plan with respect to all options that have not yet been granted.
There would have been no benefits or amounts that would have been received by or allocated to any persons, eligible under the 2014 Plan, for the last completed fiscal year if the affirmative vote of at least a majority of the common stock present or represented at the Meeting and entitled to vote thereat are votedplan had been in favour of approving the 2011 Plan. The stockholders will be asked to pass the following resolution to approve the 2011 Equity Compensation Plan:effect.
“RESOLVED THAT:
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Our board of directors recommends that you vote FORhas reserved theconsolidation right, in its absolute discretion, to at any time amend, modify or terminate the 2014 Plan with respect to all optioned shares in respect of options which have not yet been granted hereunder. Any amendment to any provision of this Plan will be subject to any necessary Regulatory Approvals.
The full text of the 2008 Stock Optionproposed 2014 Plan andis attached as Schedule "B" to this Proxy Statement.
Our board of directors unanimously recommends a vote “FOR” the 2010 Equity Compensation Plan into one plan and the approvaladoption of the 2011 Equity Compensation2014 Plan.
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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except as set out below, no director, executive officer, or nominee for election as a director of the Company and no associate of any of the foregoing persons has any substantial interest, direct or indirect, by security holding or otherwise, in any matter to be acted upon at the annual meeting,Meeting, other than elections to office:
“HOUSEHOLDING” OF PROXY MATERIALS
The Securities and Exchange Commission permits companies and intermediaries such as brokers to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement or annual report, as applicable, addressed to those stockholders. This process, which is commonly referred to as “householding”, potentially provides extra conveniences for stockholders and cost savings for companies.
Although we do not intend to household for our stockholders of record, some brokers household our proxy materials and annual reports, delivering a single copy of proxy statement or annual report to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate copy of proxy statement or annual report, or if you are receiving multiple copies of either document and wish to receive only one, please notify your broker. Stockholders who currently receive multiple copies of the proxy statement at their address from their brokers and would like to request “householding” of their communications should contact their brokers.
STOCKHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our next Meetingmeeting of stockholders. To be eligible for inclusion in our 20122015 proxy statement, your proposal must be received by us no later than 120 days before March 21, 2012April 14, 2015 and must otherwise comply with Rule 14a-8 under the Exchange Act. Further, if you would like to nominate a director or bring any other business before the stockholders at the 2012 Meeting, you must comply with the procedures contained in the bylaws and you must notify us in writing and such notice must be delivered to or received by the Secretary no later than 120 days before March 21, 2010.April 14, 2015. While the Board will consider stockholder proposals, we reserve the right to omit from our proxy statement relating to our 2011 Meeting2013 meeting stockholder proposals that it is not required to include under the Exchange Act, including Rule 14a-8 of the Exchange Act.
All stockholder proposals, notices and requests should be made in writing and sent via registered, certified or express mail, to Enertopia Corporation,our company, at the address on the first page of this Proxy Statement to the attention of the President.
With respect to business to be brought before our annual meeting of stockholders to be held on April 14, 2011,the Meeting, we have received no notices from our stockholders that we were required to include in this proxy statement.
WHERE YOU CAN FIND MORE INFORMATION
We file annual and other reports, proxy statements and other information with the United States Securities and Exchange Commission. The documents filed with the Securities and Exchange Commission are available to the public from the United States Securities and Exchange Commission’s website at www.sec.gov. Additional information regarding the Companyour company and itsour business activities is available on the SEDAR website located at www.sedar.com and at the Company’sour company’s website located at http://www.goldenaria.com. The Company’swww.enertopia.com. Our company’s financial information is provided in the Company’sour company’s audited financial statements and related management discussion and analysis for its most recently completed financial year end may be viewed on the SEDAR website.
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OTHER MATTERS
Our board of directors does not intend to bring any other business before the annual meeting,Meeting, and so far as is known to our board of directors, no matters are to be brought before the annual meetingMeeting except as specified in the notice of the annual meeting. If any other matters are properly brought before the annual meeting,Meeting, it is the intention of the persons named on the proxy to vote the shares represented by the proxy on such matters in accordance with their judgment.
BY ORDER OF THE BOARD OF DIRECTORS
“Christopher Bunka” /s/ Robert McAllister Christopher BunkaRobert McAllister
Chairman of the Board
March 7, 2011May <>, 2014
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Schedule A
ENERTOPIA CORPORATION
2011 STOCK OPTION PLAN
ENERTOPIA CORPORATION
2011 STOCK OPTION PLAN
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS AND INTERPRETATION | 1 | |
1.1 | Defined Terms | 1 |
1.2 | Interpretation | 2 |
ARTICLE 2 ESTABLISHMENT OF PLAN | 3 | |
2.1 | Purpose | 3 |
2.2 | Shares Reserved | 3 |
2.3 | Non-Exclusivity | 4 |
2.4 | Effective Date | 4 |
ARTICLE 3 ADMINISTRATION OF PLAN | 4 | |
3.1 | Administration | 4 |
3.2 | Amendment, Suspension and Termination | 4 |
3.3 | Compliance with Legislation | 4 |
ARTICLE 4 OPTION GRANTS | 5 | |
4.1 | Eligibility and Multiple Grants | 5 |
4.2 | Option Agreement | 5 |
4.3 | Limitation on Grants and Exercises | 5 |
ARTICLE 5 OPTION TERMS | 6 | |
5.1 | Exercise Price | 6 |
5.2 | Expiry Date | 7 |
5.3 | Vesting | 7 |
5.4 | Non-Assignability | 7 |
5.5 | Ceasing to be Eligible Person | 7 |
ARTICLE 6 EXERCISE PROCEDURE | 8 | |
6.1 | Exercise Procedure | 8 |
ARTICLE 7 AMENDMENT OF OPTIONS | 8 | |
7.1 | Consent to Amend | 8 |
7.2 | Amendment Subject to Approval | 8 |
ARTICLE 8 MISCELLANEOUS | 11 | |
8.1 | No Rights as Shareholder | 11 |
8.2 | No Right to Employment | 11 |
8.3 | Governing Law | 11 |
ARTICLE 1DEFINITIONS AND INTERPRETATION
1.1 Defined Terms
For the purposes of this Plan, the following terms shall have the following meanings:
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1.2 Interpretation
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ARTICLE 2ESTABLISHMENT OF PLAN
2.1 Purpose
The purpose of this Plan is to advance the interests of the Corporation, through the grant of Options, by:
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2.2 Shares Reserved
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2.3 Non-Exclusivity
Nothing contained herein shall prevent the Board from adopting such other incentive or compensation arrangements as it shall deem advisable.
2.4 Effective Date
This Plan shall be subject to the approval of any regulatory authority whose approval is required. Any Options granted under this Plan prior to such approvals being given shall be conditional upon such approvals being given, and no such Options may be exercised unless and until such approvals are given.
ARTICLE 3ADMINISTRATION OF PLAN
3.1 Administration
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3.2 Amendment, Suspension and Termination
The Board may amend, subject to the approval of any regulatory authority whose approval is required, suspend or terminate this Plan or any portion thereof. No such amendment, suspension or termination shall alter or impair any outstanding unexercised Options or any rights without the consent of such Participant. If this Plan is suspended or terminated, the provisions of this Plan and any administrative guidelines, rules and regulations relating to this Plan shall continue in effect for the duration of such time as any Option remains outstanding.
3.3 Compliance with Legislation
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ARTICLE 4OPTION GRANTS
4.1 Eligibility and Multiple Grants
Options shall only be granted to Eligible Persons. An Eligible Person may receive Options on more than one occasion and may receive separate Options, with differing terms, on any one or more occasions.
4.2 Option Agreement
Every Option shall be evidenced by an option agreement executed by the Corporation and the Participant, which shall, if the Participant is an Employee, Consultant or Management Company Employee, contain a representation and warranty by the Corporation and such Participant that such Participant is a bona fide Employee, Consultant or Management Company Employee, as the case may be, of the Corporation or an Affiliate. In the event of any discrepancy between this Plan and an option agreement, the provisions of this Plan shall govern.
4.3 Limitation on Grants and Exercises
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ARTICLE 5OPTION TERMS
5.1 Exercise Price
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5.2 Expiry Date
Every Option shall have a term not exceeding and shall therefore expire no later than 10 years after the date of grant.
5.3 Vesting
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5.4 Non-Assignability
Options may not be assigned or transferred.
5.5 Ceasing to be Eligible Person
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ARTICLE 6EXERCISE PROCEDURE
6.1 Exercise Procedure
An Option may be exercised from time to time, and shall be deemed to be validly exercised by the Participant only upon the Participant's delivery to the Corporation at its registered office:
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and on the business day following, the Participant shall be deemed to be a holder of record of the Common Shares with respect to which the Option is being exercised, and thereafter the Corporation shall, within a reasonable amount of time, cause certificates for such Common Shares to be issued and delivered to the Participant.
ARTICLE 7AMENDMENT OF OPTIONS
7.1 Consent to Amend
The Board may amend any Option with the consent of the affected Participant and the Exchange, including any shareholder approval required by the Exchange. For greater certainty, Disinterested Shareholder Approval is required for any reduction in the exercise price of an Option if the Participant is an Insider at the time of the proposed amendment.
7.2 Amendment Subject to Approval
If the amendment of an Option requires regulatory or shareholder approval, such amendment may be made prior to such approvals being given, but no such amended Options may be exercised unless and until such approvals are given.
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ARTICLE 8INCENTIVE STOCK OPTIONS
8.1 Definitions – specific for Article 8
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8.2 Granting of Incentive Stock Options.
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8.3 Exercise of Incentive Stock Options.
The option price of an Incentive Stock Option shall be payable on exercise of the option (i) in cash or by check, bank draft or postal or express money order, (ii) by the surrender of Stock then owned by the grantee, (iii) the proceeds of a loan from an independent broker-dealer whereby the loan is secured by the option or the stock to be received upon exercise, or (iv) any combination of the foregoing; provided, that each such method and time for payment and each such borrowing and terms and conditions of repayment shall then be permitted by and be in compliance with applicable law. Shares of Stock so surrendered in accordance with clause (ii) or (iv) shall be valued at the Fair Market Value thereof on the date of exercise, surrender of such Stock to be evidenced by delivery of the certificate(s) representing such shares in such manner, and endorsed in such form, or accompanied by stock powers endorsed in such form, as the Board may determine.
8.4 Termination of Employment.
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ARTICLE 9MISCELLANEOUS
9.1 No Rights as Shareholder
Nothing in this Plan or any Option shall confer upon a Participant any rights as a shareholder of the Corporation with respect to any of the Common Shares underlying an Option unless and until such Participant shall have become the holder of such Common Shares upon exercise of such Option in accordance with the terms of the Plan.
9.2 No Right to Employment
Nothing in this Plan or any Option shall confer upon a Participant any right to continue in the employ of the Corporation or any Affiliate or affect in any way the right of the Corporation or any Affiliate to terminate the Participant's employment, with or without cause, at any time; nor shall anything in the Plan or any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Corporation or any Affiliate to extend the employment of any Participant beyond the time which the Participant would normally be retired pursuant to the provisions of any present or future retirement plan of the Corporation or any Affiliate, or beyond the time at which he would otherwise be retired pursuant to the provisions of any contract of employment with the Corporation or any Affiliate.
9.3 Governing Law
This Plan, all option agreements, the grant and exercise of Options hereunder, and the sale, issue and delivery of Common Shares hereunder upon exercise of Options shall be, as applicable, governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The Courts of the Province of British Columbia shall have the exclusive jurisdiction to hear and decide any disputes or other matters arising herefrom.
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Schedule B
ENERTOPIA CORPORATIONCORP.
AUDIT COMITTEE CHARTER
Page | 24THE AUDIT COMMITTEE
The Audit Committee's CharterCOMMITTEE'S CHARTER
The primary function of the audit committee (the "Committee") is to assist the Company’s Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels. The Committee’s primary duties and responsibilities are to:
serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements;
review and appraise the performance of the Company’s external auditors; and
provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board of Directors.
• | serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements; | |
• | review and appraise the performance of the Company’s external auditors; and | |
• | provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board of Directors. |
Composition
The Committee shall be comprised of a minimum three directors as determined by the Board of Directors. If the Company ceases to be a “venture issuer” (as that term is defined in National Instrument 52-110), then all of the members of the Committee shall be free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Committee.
If the Company ceases to be a “venture issuer” (as that term is defined in National Instrument 52-110), then all members of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Company's Audit Committee Charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company's financial statements.
The members of the Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders’ meeting. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.
Meetings
The Committee shall meet a least twice annually,or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.
Responsibilities and Duties
To fulfill its responsibilities and duties, the Committee shall:
DOCUMENTS/REPORTS REVIEW
• | review and update this Audit Committee Charter annually; and | |
• | review the Company's financial statements, MD&A and any annual and interim earnings press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors. |
Documents/Reports ReviewEXTERNAL AUDITORS
review and update this Audit Committee Charter annually; and
review the Company's financial statements, MD&A and any annual and interim earnings press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.
External Auditors
review annually, the performance of the external auditors who shall be ultimately accountable to the Company’s Board of Directors and the Committee as representatives of the shareholders of the Company;
obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard 1;
review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors;
take, or recommend that the Company’s full Board of Directors take appropriate action to oversee the independence of the external auditors, including the resolution of disagreements between management and the external auditor regarding financial reporting;
recommend to the Company’s Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval;
recommend to the Company’s Board of Directors the compensation to be paid to the external auditors;
at each meeting, consult with the external auditors, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company's financial statements;
review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company;
review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements; and
review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company’s external auditors. The pre- approval requirement is waived with respect to the provision of non-audit services if:
the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided,
• | review annually, the performance of the external auditors who shall be ultimately accountable to the Company’s Board of Directors and the Committee as representatives of the shareholders of the Company; | ||
• | obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard 1; | ||
• | review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors; | ||
• | take, or recommend that the Company’s full Board of Directors take appropriate action to oversee the independence of the external auditors, including the resolution of disagreements between management and the external auditor regarding financial reporting; | ||
• | recommend to the Company’s Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval; | ||
• | recommend to the Company’s Board of Directors the compensation to be paid to the external auditors; | ||
• | at each meeting, consult with the external auditors, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company's financial statements; | ||
• | review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company; | ||
• | review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements; and | ||
• | review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company’s external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if: | ||
o | the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided, | ||
o | such services were not recognized by the Company at the time of the engagement to be non-audit services, and | ||
o | such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee. | ||
Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee. |
such services were not recognized by the Company at the time of the engagement to be non- audit services, and
such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee.Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.
Financial Reporting Processes
in consultation with the external auditors, review with management the integrity of the Company's financial reporting process, both internal and external;
consider the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting;
consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management;
review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments;
following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information;
review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements;
review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented;
review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters;
review certification process;
establish a procedure for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and
establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
Other
review any related-party transactions;
engage independent counsel and other advisors as it determines necessary to carry out its duties; and
to set and pay compensation for any independent counsel and other advisors employed by the Committee.”
FINANCIAL REPORTING PROCESSES
• | in consultation with the external auditors, review with management the integrity of the Company's financial reporting process, both internal and external; | |
• | consider the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting; | |
• | consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management; | |
• | review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments; | |
• | following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information; | |
• | review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements; | |
• | review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented; | |
• | review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters; | |
• | review certification process; | |
• | establish a procedure for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and | |
• | establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. |
OTHER
• | review any related-party transactions; | |
• | engage independent counsel and other advisors as it determines necessary to carry out its duties; and | |
• | to set and pay compensation for any independent counsel and other advisors employed by the Committee.” |
(a) Composition
The Company’s Audit Committee is currently comprised of threetwo directors, Christopher Bunka, Robert McAllister, and Gerald Carlson.John Thomas and Donald Findlay. As defined in NI 52-110, the Company does not have a director that is “independent.has two directors, John Thomas and Donald Finley, who are “independent". Also as defined in NI 52-110, Christopher Bunka isRobert McAllister and John Thomas are considered to be “financially literate”.
(b) Relevant Education and Experience
The education and experience of each audit committee member that is relevant to the performance of his responsibilities as an audit committee member is as follows:
Page | 27Robert McAllister
Mr. Robert McAllister has served as our President since November 30, 2007 and as a director since April 2008.
Robert McAllister is a resource investment entrepreneur with over 20 years of experience in resource sector evaluations and commodity cycle analysis. He brings extensive knowledge and expertise in building a successful company. From July 2008 to May 14, 2010 Mr. McAllister was the President of Cheetah Oil & Gas Ltd. a company quoted on the OTC Bulletin Board.
Donald Findlay
Mr. Findlay was appointed a director on June 2, 2011.
Mr. Findlay has worked in the resource exploration business since 1980. He has worked in different capacities from consultant to the positions of senior exploration geologist and exploration manager. Mr. Findlay completed his MSc in geology in 1978 with his thesis on copper molybdenum porphyry deposits.
John Thomas
Mr. Thomas was appointed a director on March 19, 2012.
Dr. Thomas is a professional engineer, and holds a PhD in chemical engineering. He also received a diploma in accounting and finance from the U.K. Association of Certified Accountants. He has 39 years of experience in the mining industry, including both base metal and precious metal projects in several countries. His experience covers a wide range of activities in the mining industry from process development, management of feasibility studies, engineering and management of construction, and operation of mines. From January 2005 to February 2011, Dr. Thomas served as the Chief Operating Officer of Infinito Gold Ltd., a gold exploration company. Since January 2012, he also has been the Chief Operating Officer of Edgewater Exploration Ltd., a Canadian based mineral exploration and mine development company focused on two gold projects with defined resources. In January 2013 to November 2013, he was contracted by Edgewater Exploration Ltd.
(c) Audit Committee Oversight
Since the commencement of the Company’s most recently completed financial year, the Company’s Board of Directors has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.
(d) Reliance on Certain Exemptions
Since the commencement of the Company’s most recently completed financial year, the Company has not relied on the exemptions contained in sections 2.4 or 8 of NI 52-110. Section 2.4 provides an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110 in whole or in part.
(e) Pre-Approval Policies and Procedures
The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Company’s Board of Directors, and where applicable by the Audit Committee, on a case-by-case basis.
(f) External Auditor Service Fees (By Category)
“Audit fees” billed by the Company’s external auditor for services provided in auditing the Company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of the Company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.
Exemption
The Company is relying on the exemption provided by section 6.1 of NI 52-110 which provides that the Company, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.
Page | 28Schedule B
ENERTOPIA CORP.
STOCK OPTION PLAN
(the “Plan”)
Dated for Reference ______________, 2014
ARTICLE 1
PURPOSE AND INTERPRETATION
Purpose
1.1 | The purpose of this Plan will be to advance the interests of Enertopia Corp. (the “Company”) by encouraging equity participation in the Company through the acquisition of common shares (the “Shares”) of the Company. It is the intention of the Company that this Plan will at all times be in compliance with the policies (the “CSE Policies”) of the Canadian Securities Exchange (“CSE”) and any inconsistencies between this Plan and the CSE Policies, whether due to inadvertence or changes in the CSE Policies, will be resolved in favour of the CSE Policies. |
Definitions
2.1 | In this Plan: |
“Affiliate” means a company that is a parent or subsidiary of the Company, or that is controlled by the same entity as the Company; | |
“Associate” has the meaning assigned by the Securities Act; | |
“Board” means the board of directors of the Company or any committee thereof duly empowered or authorized to grant options under this Plan; | |
“CSE” means the Canadian National Stock Exchange; | |
“CSE Policies” means the rules and policies of the CSE, as amended from time to time; | |
“Company” means Enertopia Corp. and includes, unless the context otherwise requires, all of its subsidiaries of affiliates and successors according to law; | |
“Consultant” means an individual or Consultant Company, other than an Employee, Officer or Director that: |
(i) provides on an ongoing bona fide basis, consulting, technical, managerial or like services to the Company or an Affiliate of the Company;
Page | 29(ii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the business and affairs of the Company or an Affiliate of the Company; and
(iii) has a relationship with the Company or an Affiliate that enables the individual or Consultant Company to be knowledgeable about the business and affairs of the Company;
“Consultant Company” means for an individual consultant, a company or partnership of which the Person is an employee, shareholder or partner;
“Directors” means the directors of the Company as may be elected from time to time;
“Effective Date” for an Option means the date of grant of the Option by the Board;
“Employee” means:
(i) | an individual who is considered an employee under theIncome Tax Act(i.e., for whom income tax, employment insurance and CPP deductions must be made at source); | |
(ii) | an individual who works full-time for the Company or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source; or | |
(iii) | an individual who works for the Company or its subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions need not be made at source; |
“Exercise Price” means the amount payable per Optioned Share on the exercise of an Option, as specified in the Option Commitment relating to such Option and as determined in accordance with the terms of this Plan;
“Expiry Date” means the day on which an Option lapses as specified in the Option Commitment relating to such Option or in accordance with the terms of this Plan;
“Listed Shares” means the number of issued and outstanding Shares of the Company that have been accepted for listing on the CSE, but excluding dilutive securities not yet converted into Listed Shares;
“Management Company Employee” means an individual employed by another Person providing management services to the Company which are required for the ongoing successful operation of the business enterprise of the Company;
Page | 30“Officer” means a duly appointed executive officer of the Company;
“Option” means the right granted under this Plan to a Service Provider to purchase Optioned Shares;
“Option Commitment” means the notice of grant of an Option delivered by the Company to a Service Provider and substantially in the form of Schedule “A” (as to an Option without vesting provisions) or Schedule “B” (as to an Option with vesting provisions) attached hereto;
“Optioned Shares” means Shares that may be issued in the future to a Service Provider upon the exercise of an Option;
“Optionee” means the recipient of an Option granted under this Plan;
“Person” means a company or an individual;
“Plan” means this Stock Option Plan, the terms of which are set out herein or as may be amended;
“Regulatory Approval” means the approval of the CSE and any other securities regulatory authority that may have lawful jurisdiction over this Plan and any Options granted under this Plan;
“Securities Act” means theSecurities Act, R.S.B.C. 1996, c.418, as amended from time to time;
“Service Provider” means a Person who is abona fideDirector, Officer, Employee, Management Company Employee or Consultant, and also includes a company, of which 100% of the share capital is beneficially owned by one or more Service Providers; and
“Shares” means the common shares of the Company.
ARTICLE 2
STOCK OPTION PLAN
Establishment of Stock Option Plan
2.1 | There is hereby established this Plan to recognize contributions made by Service Providers and to create an incentive for their continuing assistance to the Company and its Affiliates. |
Shares Issuable under the Plan
2.2 | Subject to CSE Policies, the aggregate number of Optioned Shares that may be issuable pursuant to Options granted under this Plan will be 17,400,000 Shares of the Company. |
Eligibility
2.3 | Options to purchase Optioned Shares may be granted under this Plan to Service Providers from time to time by the Board. |
Options Granted Under this Plan
2.4 | All Options granted under this Plan will be evidenced by an Option Commitment substantially in the forms attached hereto as Schedule “A” or Schedule “B”, showing the number of Optioned Shares, the term of the Option, the Exercise Price and a reference to vesting terms, if any. |
2.5 | Subject to specific variations approved by the Board, all terms and conditions set out in this Plan will be deemed to be incorporated into and form part of an Option Commitment made hereunder. |
Options Not Exercised
2.6 | In the event an Option granted under this Plan expires unexercised or is terminated by reason of dismissal of the Optionee for cause or is otherwise lawfully cancelled prior to exercise of the Option, the Optioned Shares that were issuable thereunder will be returned to the Plan and will be eligible for re-issue. |
Powers of the Board
2.7 | The Board will be responsible for the general administration of this Plan and the proper execution of its provisions, the interpretation of this Plan and the determination of all questions arising hereunder. Without limiting the generality of the foregoing, the Board has the power to: | |
(a) | allot Shares for issuance in connection with the exercise of Options; | |
(b) | grant Options under this Plan; | |
(c) | subject to Regulatory Approval, amend, suspend, terminate or discontinue this Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of this Plan will, without the written consent of all Optionees, alter or impair any Option previously granted under this Plan unless as a result of a change in CSE Policies; and | |
(d) | delegate all or such portion of its powers under this Plan as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the duties of the Board in respect of this Plan so delegated to the same extent as the Board is hereby authorized so to do; and | |
(e) | may in its sole discretion amend this Plan (except for previously granted and outstanding Options), pursuant to paragraph 5.8. |
ARTICLE 3
TERMS AND CONDITIONS OF OPTIONS
Exercise Price
3.1 | The Exercise Price of an Option will be set by the Board at the time such Option is granted under this Plan, and, unless otherwise permitted under CSE Policies, cannot be less than the greater of the closing market price of the Listed Shares on (a) the trading day immediately prior to the date of grant of the Option; and (b) the date of grant of the Option. |
Term ofOption
3.2 | An Option can be exercisable for a maximum of five (5) years from the Effective Date. |
3.3 | Subject to paragraph 3.2, the term of an Option will be set by the Board at the time such Option is granted under this Plan. |
Option Amendment
3.4 | Unless otherwise permitted under CSE Policies, the terms of an Option may not be amended after the Option is granted. |
Vesting of Options
3.5 | Vesting of Options is at the discretion of the Board and will generally be subject to: | |
(a) | the Service Provider remaining employed by or continuing to provide services to the Company or any of its subsidiaries and Affiliates, as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or its subsidiary or Affiliate during the vesting period; or | |
(b) | remaining as a Director of the Company or any of its subsidiaries or Affiliates during the vesting period. |
Optionee Ceasing to be a Service Provider
3.6 | The Option will expire immediately at such time as and no Option may be exercised after the Service Provider has left his or her employment/office or has been advised that his or her services are no longer required or that his or her service contract has expired, except as follows: | |
(a) | in the case of the death of an Optionee, any vested Option held by him or her at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option; | |
(b) | Options granted to an Optionee may be extended for such time period as the Board may determine but only to the extent that such Options were vested in the Optionee at the date the Optionee ceased to be so employed or provide services to the Company; and | |
(c) | in the case of an Optionee being dismissed from employment or service for cause, such Optionee’s Options, whether or not vested at the date of dismissal, will immediately terminate without right to exercise same. |
Non-Assignable
3.7 | Subject to paragraph 3.6(a), all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable. |
Adjustment of the Number of Optioned Shares
3.8 | The number of Shares subject to an Option will be subject to adjustment in the event and in the manner following: | |
(a) | in the event of a subdivision of Shares as constituted on the date of this Plan, at any time while an Option is in effect, into a greater number of Shares, the Company will thereafter deliver at the time of purchase of Optioned Shares, in addition to the number of Optioned Shares in respect of which the right to purchase is then being exercised, such additional number of Shares as result from the subdivision without an Optionee making any additional payment or giving any other consideration therefore; | |
(b) | in the event of a consolidation of the Shares as constituted on the date of this Plan, at any time while an Option is in effect, into a lesser number of Shares, the Company will thereafter deliver and an Optionee will accept, at the time of purchase of Optioned Shares, in lieu of the number of Optioned Shares in respect of which the right to purchase is then being exercised, the lesser number of Shares as result from the consolidation; | |
(c) | in the event of any change of the Shares as constituted on the date of this Plan, at any time while an Option is in effect, the Company will thereafter deliver at the time of purchase of Optioned Shares the number of shares of the appropriate class resulting from the said change as an Optionee would have been entitled to receive in respect of the number of Shares so purchased had the right to purchase been exercised before such change; | |
(d) | in the event of a capital reorganization, reclassification or change of outstanding equity shares (other than a change in the par value thereof) of the Company, a consolidation, merger or amalgamation of the Company with or into any other company or a sale of the property of the Company as or substantially as an entirety at any time while an Option is in effect, an Optionee will thereafter have the right to purchase and receive, in lieu of the Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option, the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger, amalgamation or sale which the holder of a number of Shares equal to the number of Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option would have received as a result thereof. The subdivision or consolidation of Shares at any time outstanding (whether with or without par value) will not be deemed to be a capital reorganization or a reclassification of the capital of the Company for the purposes of this sub-paragraph 3.8(d); | |
(e) | an adjustment will take effect at the time of the event giving rise to the adjustment and the adjustments provided for in this paragraph are cumulative; | |
(f) | the Company will not be required to issue fractional shares in satisfaction of its obligations under this Plan. Any fractional interest in a Share that would, except for the provisions of this sub-paragraph 3.8(f), be deliverable upon the exercise of an Option will be cancelled and will not be deliverable by the Company; and | |
(g) | if any questions arise at any time with respect to the Exercise Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in this paragraph 3.8, such questions will be conclusively determined by the Company’s auditors, or, if they decline to so act, any other firm of Chartered Accountants in Vancouver, British Columbia (or in the city of the Company’s principal executive office) that the Company may designate and who will have access to all appropriate records and such determination will be binding upon the Company and all Optionees. |
ARTICLE 4
COMMITMENT AND EXERCISE PROCEDURES
Option Commitment
4.1 | Upon grant of an Options pursuant to this Plan, an authorized Director or Officer of the Company will deliver to the Optionee an Option Commitment detailing the terms of such Options and upon such delivery the Optionee will be subject to this Plan and have the right to purchase the Optioned Shares at the Exercise Price set out in such Option Commitment, subject to the terms and conditions of this Plan. |
Manner of Exercise
4.2 | An Optionee who wishes to exercise his or her Option may do so by delivering to the Company: | |
(a) | a written notice specifying the number of Optioned Shares being acquired pursuant to the Option; and | |
(b) | cash or a certified cheque payable to the Company for the aggregate Exercise Price for the Optioned Shares being acquired. |
Delivery of Certificate and Hold Periods
4.3 | As soon as practicable after receipt of the notice of exercise described in paragraph 4.2 and payment in full for the Optioned Shares being acquired, the Company will direct its transfer agent to issue a certificate to the Optionee for the appropriate number of Optioned Shares. Such certificate will bear a legend stipulating any resale restrictions required under applicable securities laws. |
Withholding
4.4 | As a condition of and prior to participation in the Plan, each Optionee authorizes the Company to withhold from any amount otherwise payable to him or her any amounts required by any taxing authority to be withheld for taxes of any kind as a consequence of his or her participation in the Plan. The Company will also have the right in its discretion to satisfy any such liability for withholding or other required deduction amounts by retaining or acquiring any Optioned Shares, or retaining any amount payable, which would otherwise be issued or delivered, provided or paid to an Optionee under the Plan. The Company may require an Optionee, as a condition to exercise of an Option to pay or reimburse the Company for any such withholding or other required deduction amounts related to the exercise of Options. |
ARTICLE 5
GENERAL
Employment and Services
5.1 | Nothing contained in this Plan will confer upon or imply in favour of any Optionee any right with respect to office, employment or provision of services with the Company, or interfere in any way with the right of the Company to lawfully terminate the Optionee’s office, employment or service at any time pursuant to the arrangements pertaining to same. Participation in this Plan by an Optionee will be voluntary. |
No Representation or Warranty
5.2 | The Company makes no representation or warranty as to the future market value of Optioned Shares issued in accordance with the provisions of this Plan or to the effect of theIncome Tax Act(Canada) or any other taxing statute governing the Options or the Optioned Shares issuable thereunder or the tax consequences to a Service Provider. Compliance with applicable securities laws as to the disclosure and resale obligations of each Optionee is the responsibility of such Optionee and not the Company. |
No Rights as Shareholder
5.3 | No Optionee will have any of the rights as a shareholder of the Company in respec6t of the Optioned Shares subject to an Option until such Optioned Shares have been paid for in full and issued. |
No Prohibition on Other Arrangements
5.4 | Nothing contained in this Plan will prevent the Company or any of its Affiliates from adopting or continuing in effect other compensation arrangements and such arrangements may be either generally applicable or applicable only in specific cases. |
Interpretation
5.5 | The validity, construction and effect of this Plan, the grants of Options, the issue of Optioned Shares, any rules and regulations relating to this Plan and any Option Commitment, and all determinations made and actions taken pursuant to this Plan, will be governed and construed in accordance with the laws of the Province of British Columbia. |
5.6 | If any provision of this Plan or any Option Commitment is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any person or Option, or would disqualify this Plan or any Option under any law deemed applicable by the Board, such provision will be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of this Plan or the Option, such provision will be stricken as to such jurisdiction, person, or Option and the remainder of this Plan and any such Option Commitment will remain in full force and effect. |
5.7 | Headings are given to the sections and paragraphs of this Plan solely as a convenience to facilitate reference. Such headings will not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof. |
Amendment of this Plan
5.8 | The Board reserves the right, in its absolute discretion, to at any time amend, modify or terminate this Plan with respect to all Optioned Shares in respect of Options which have not yet been granted hereunder. Any amendment to any provision of this Plan will be subject to any necessary Regulatory Approvals. |
Effective Date
5.9 | This Plan will become effective upon being adopted by the Board. |
SCHEDULE “A”
ENERTOPIA CORP.
STOCK OPTION PLAN DATED _________________, 2014
OPTION COMMITMENT
[No Vesting Provision]
Notice is hereby given that, effective this _________________day of _______________________________________, 20___ (the “Effective Date”),ENERTOPIA CORP. (the “Company”) has granted to _____________________________________________(the “Service Provider”) an Option to acquire _____________________________________________ Shares (the “Optioned Shares”) until 4:30 p.m. (Vancouver Time) on the ____ day of ___________________, 20___ (the “Expiry Date”) at an exercise price (the “Exercise Price”) of $_____per Optioned Share.
The grant of the Option evidenced hereby is made subject to the terms and conditions of the Company’s Stock Option Plan dated ______________, 2014, (the “Plan”) the terms and conditions of which are hereby incorporated.
To exercise your Option, you must deliver to the Company a written notice specifying the number of Optioned Shares you wish to acquire, together with cash or a certified cheque payable to the Company for the aggregate Exercise Price. A certificate for the Optioned Shares so acquired will be issued by the Company’s transfer agent as soon as practicable thereafter and will bear a minimum four month non-transferability legend from the date of this Option Commitment.
The Company and the Service Provider represent that the Service Provider under the terms and conditions of the Plan is a bona fide [EMPLOYEE/ CONSULTANT/ MANAGEMENT COMPANY EMPLOYEE] _____________________________________________of the Company, entitled to receive Options under CSE Policies.
ENERTOPIA CORP.
_____________________________________________
Authorized Signatory
By signature hereunder, [Service Provider] hereby acknowledges receipt of this Option Commitment and hereby consents to the Company’s collection, use and disclosure of his/her personal information for the purposes of the Company’s grant of the Option evidenced by this Option Commitment. [Service Provider] further acknowledges that, from time to time, the Company may be required to disclose such personal information to securities regulatory authorities and stock exchanges and, by providing such personal information to the Company, [Service Provider] hereby expressly consents to such disclosure.
_____________________________________________
[Service Provider]
SCHEDULE “B”
ENERTOPIA CORP.
STOCK OPTION PLAN DATED _______________, 2014
OPTION COMMITMENT
[Vesting Provisions]
Notice is hereby given that, effective this _________________day of __________________________________, 20___ (the “Effective Date”),ENERTOPIA CORP.(the “Company”) has granted to ________________________________________ (the “Service Provider”) an Option to acquire ___________________________ Shares (the “Optioned Shares”) until 4:30 p.m. (Vancouver Time) on the ____ day of __________________________, 20___ (the “Expiry Date”) at an exercise price (the “Exercise Price”) of $_____per Optioned Share.
The grant of the Option evidenced hereby is made subject to the terms and conditions of the Company’s Stock Option Plan dated ______________, 2014, (the “Plan”) the terms and conditions of which are hereby incorporated.
Optioned Shares will vest as follows:
To exercise your Option, you must deliver to the Company a written notice specifying the number of Optioned Shares you wish to acquire, together with cash or a certified cheque payable to the Company for the aggregate Exercise Price. A certificate for the Optioned Shares so acquired will be issued by the Company’s transfer agent as soon as practicable thereafter and will bear a minimum four month non-transferability legend from the date of this Option Commitment.
The Company and the Service Provider represent that the Service Provider under the terms and conditions of the Plan is a bona fide [EMPLOYEE/ CONSULTANT/ MANAGEMENT COMPANY EMPLOYEE] _____________________________________________of the Company, entitled to receive Options under CSE Policies.
ENERTOPIA CORP.
_____________________________________________
Authorized Signatory
By signature hereunder, [Service Provider] hereby acknowledges receipt of this Option Commitment and hereby consents to the Company’s collection, use and disclosure of his/her personal information for the purposes of the Company’s grant of the Option evidenced by this Option Commitment. [Service Provider] further acknowledges that, from time to time, the Company may be required to disclose such personal information to securities regulatory authorities and stock exchanges and, by providing such personal information to the Company, [Service Provider] hereby expressly consents to such disclosure.
_____________________________________________
[Service Provider]
Proxy
ANNUAL MEETING OF STOCKHOLDERS OF ENERTOPIA CORP. (the "Company") TO BE HELD AT 400 – 570 Granville St, Vancouver BC V6C 3P1 on Wednesday, June 11, 2014, at 10:00 A.M. (PACIFIC TIME)
The undersigned stockholder("Registered Stockholder") of the Company hereby appoints Robert McAllister,a Director of the Company, or failing this person, Chris Bunka,a Director of the Company, or, in the place of the foregoing, ______________________________ as proxyholder for and on behalf of the Registered Stockholder with the power of substitution to attend, act and vote for and on behalf of the Registered Stockholder in respect of all matters that may properly come before the Meeting of the Registered Stockholders of the Company and at every adjournment thereof, to the same extent and with the same powers as if the undersigned Registered Stockholder were present at the said Meeting, or any adjournment thereof.
The Registered Stockholder hereby directs the proxyholder to vote the securities of the Company registered in the name of the Registered Stockholder as specified herein.
The undersigned Registered Stockholder hereby revokes any proxy previously given to attend and vote at said Meeting.
SIGN HERE: ___________________________________________________
Please Print Name: ______________________________________________
Date: _________________________________________________________
Number of Shares Represented by Proxy: _____________________________
THIS PROXY FORM IS NOT VALID UNLESS IT IS SIGNED AND DATED. SEE IMPORTANT INFORMATION AND INSTRUCTIONS ON REVERSE.
Resolutions(For full detail of each item, please see the enclosed Notice of Meeting and Information Circular)
Directors: | ||||||
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b) Donald Findlay | ||||||
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[ ] | [ ] | |||||
c)John Thomas | FOR | [ ] | [ ] | |||
d)Mathew Chadwick | FOR | [ ] | [ ] | |||
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FOR | [ ] | AGAINST | [ ] | |||
PROPOSAL 3: To approve a changeof business of our company | FOR | [ ] | AGAINST | [ ] | ||
PROPOSAL 4: Advisory Vote on thecompensation of our company'snamed executive officers | FOR | AGAINST | [ ] | |||
PROPOSAL 5: Advisory Vote on thefrequency of future advisory votes onthe compensation of our company'snamed executive officers | 1 Year [ ] | 2 Years [ ] | 3 Years [ ] | |||
PROPOSAL 6: To approve theadoption of our company’s 2014 stockoption plan | FOR | [ ] | AGAINST | [ ] |
INSTRUCTIONS FOR COMPLETION OF PROXY
1. This Proxy is solicited by the Management of the Corporation.Company.
2. This form of proxy (“Instrument of Proxy”)must be signedby you, the Registered ShareholderStockholder, or by your attorney duly authorized by you in writing, or, in the case of a corporation, by a duly authorized officer or representative of the Corporation;corporation; andif executed by an attorney, officer, or other duly appointed representative,the original or a notarial copy of the instrument so empowering such person, or such other documentation in support as shall be acceptable to the Chairman of the Meeting, must accompany the Instrument of Proxy.Proxy.
3. If this Instrument of Proxy is not datedin the space provided, authority is hereby given by you, the Registered Shareholder,Stockholder, for the proxyholder to date this proxy seven (7) calendar days after the date on which it was mailed to you, the Registered Shareholder,Stockholder, by the Corporation.Olympia Trust Company.
4. A Registered ShareholderStockholder who wishes toattend the Meeting and vote on the resolutions in person, may simply register with the scrutineerscrutineers at the Meeting before the Meeting begins.
5. A Registered ShareholderStockholder who isnot able toattend the Meeting in person but wishes to vote on the resolutions, may do one of the following:
(a) appoint one of the designated personsmanagement proxyholdersnamed on thethis Instrument of Proxy, by leaving the wording appointing a nominee as is (i.e. do not strike out the management proxyholders shown and do not complete the blank space provided for the appointment of an alternate proxyholder).Where no choice is specified by a Registered ShareholderStockholder with respect to a resolution set out in the Instrument of Proxy,herein, a management appointee acting as a proxyholder will vote in favour of each matter identified on this Instrument of Proxy and for the resolutionnominees of management for directors and auditor as if the Registered Shareholder had specified an affirmative vote.identified in this Instrument of Proxy; OR
OR
6. The securities represented by this Instrument of Proxy will be voted or withheld from voting in accordance with the instructions of the Registered ShareholderStockholder on any pollof a resolution that may be called for and, if the Registered HolderStockholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly.If no designation in favour of or against any matter set out above is made, Further, the management designees, if named as proxy,securities will vote “FOR” all matters set out herein. This form of proxy confers discretionary authority uponbe voted by the management designees or other persons named as proxyappointed proxyholder with respect to any amendmentamendments or variationvariations of any of the proposalsresolutions set out aboveon the Instrument of Proxy or other matters which may properly come before the Meeting.Meeting as the proxyholder in its sole discretion sees fit.
If a Registered ShareholderStockholder has submitted an Instrument of Proxy,the Registered ShareholderStockholder may still attend the Meeting and may vote in person.person. To do so, the Registered ShareholderStockholder must record his/her attendance with the scrutineerscrutineers before the commencement of the Meeting and revoke, in writing, allthe prior proxies.votes by proxy.
To be represented at the Meeting, this Instrument of Proxy must be received by Olympia Trust Company no later than forty eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment thereof, or may be accepted by the Chairman of the Meeting prior to the commencement of the Meeting. 8. VOTING METHODS |