Quantitative Alpha Trading (AGBTF) Inactive
Filed: 6 Jul 10, 12:00am
INFORMATIONCIRCULAR
The information contained in this Information Circular, unless otherwise indicated, is as of May 25, 2010.
This Information Circular is being mailed by the management of RTN Stealth Software Inc. (“RTN” or the
“Company”) to everyone who was a shareholder of record on May 25, 2010, which is the date ;that has been
fixed by the directors of RTN as the record date to determine the shareholders who are entitled to receive
notice of the meeting. RTN is mailing this Information Circular in connection with the solicitation of proxies by
and on behalf of RTN’s management for use at the annual general meeting (the “Meeting”) of the shareholders that
is to be held on Monday, June 28, 2010 at 1:30 p.m. (Vancouver time) at 8338 120th Street, Suite 20 0, Surrey,
British Columbia. The solicitation of proxies will be primarily by mail. Certain employees or directors of RTN may
also solicit proxies by telephone or in person. The cost of solicitation will be borne by RTN.
Details of the time and place of the Meeting are contained in the Notice of Meeting that accompanies this
Information Circular.
Under RTN’s Articles, one shareholder must be present in person or by proxy and entitled to vote at the Meeting
before any action may validly be taken at the Meeting. If such a quorum is not present in person or by proxy, the
Meeting will be rescheduled.
PART1-VOTING
HOWAVOTEISPASSED?
All matters that will come to a vote at the Meeting, as described in the attached Notice of Meeting, are & nbsp;ordinary
resolutions and can be passed by a simple majority – that is, if more than half of the votes that are cast are in favour,
then the resolution is approved.
WHOCANVOTE?
If you are a registered shareholder of RTN as at May 25, 2010, you are entitled to notice of and to attend at the
Meeting and cast a vote for each share registered in your name on all resolutions put before the Meeting. If the
shares are registered in the name of a corporation, a duly authorized officer of the corporation may attend on its
behalf, but documentation indicating such officer’s authority should be presented at the Meeting. If you are a
registered shareholder but do not wish to, or cannot, attend the Meeting in person you can appoint someone who will
attend the Meeting and act as your proxyholder to vote in accordance with your instructions (see “Voting By Proxy”
below). If your shares are registered in the name of a “nominee” (usually a bank, trust company, securities dealer or
other financial institution) you should refer to the section entitled “Non-registered Shareholders” set out below.
It is important that your shares be represented at the Meeting regardless of the number of shares you hold. If you
will not be attending the Meeting in person, please complete, date, sign and return your form of proxy as soon as
possible so that your shares will be represented.
VOTINGBYPROXY
If you do not come to the Meeting, you can still make your votes count by voting over the internet or via the
telephone (see proxy for instructions) or by appointing someone who will be there to act as your proxyholder. You
can either tell that person how you want to vote or you can let him or her decide for you. You can do this by
completing a form of proxy.
In order to be valid, you must return the completed form of proxy to RTN’s transfer agent, Pacific Corporate
Trust Company, 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9 (Facsimile: (604)
689-8144) not later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the
Meeting or any adjournment thereof.
What Is A Proxy?
A form of proxy is a document that authorizes someone to attend the Meeting and cast your votes for you. A form
of proxy is enclosed with this Information Circular. You should use it to appoint a proxyholder, although you can
also use any other legal form of proxy.
1
Appointing A Proxyholder
You can choose any individual to be your proxyholder. It is not necessary for the person whom you choose to be
a shareholder. To make such an appointment, simply fill in the person’s name in the blank space provided in the
enclosed form of proxy. To vote your shares, your proxyholder must attend the Meeting. If you do not fill a name
in the blank space in the enclosed form of proxy, the persons named in the form of proxy will be deemed to be
appointed to act as your proxyholder. Such persons are directors and/or officers of RTN (the “Management
Proxyholders”).
Instructing Your Proxy
You may indicate on your form of proxy how you wish your proxyholder to vote your shares. To do this, simply
mark the appropriate boxes on the form of proxy. If you do this, your proxyholder must vote your shares in
accordance with the instructions you have given.
If you do not give any instructions as to how to vote on a particular issue to be decided at the Meeting, your
proxyholder can vote your shares as he or she thinks fit. If you have appointed the Management
Proxyholders as your proxyholder, they will, unless you give contrary instructions, vote your shares at the
Meeting as follows:
ü
FOR fixing the number of directors for the ensuing year at four;
ü
FOR the election of the proposed nominees as directors;
ü
FOR the appointment of ACAL Group, Chartered Accountants, as the auditor of the
Company;
ü
FOR the resolution to authorize the directors to fix the remuneration to be paid to the
auditor.
ü
FOR the adoption of the Company’s stock option plan.
For more information about these matters, see Part 3 – The Business of the Meeting. The enclosed form of proxy
gives the persons named on it the authority to use their discretion in voting on amendments or variations to
matters identified in the Notice of Meeting. At the time of printing this Information Circular, the management of
RTN is not aware of any other matter to be presented for action at the Meeting. If, however, other matters do
properly come before the Meeting, the persons named on the enclosed form of proxy will vote on them in
accordance with their best judgment, pursuant to the discretionary authority conferred by the form of proxy with
respect to such matters.
Changing Your Mind
If you want to revoke your proxy after you have delivered it, you can do so at any time before it & nbsp;is used. You may
do this by (a) attending the Meeting and voting in person; (b) signing a proxy bearing a later date; (c) signing a
written statement which indicates, clearly, that you want to revoke your proxy and delivering this signed written
statement to RTN at 8338 120th Street, Surrey, B.C., V3W 3N4; or (d) in any other manner permitted by law.
Your proxy will only be revoked if a revocation is received by 5:00 in the afternoon (Vancouver time) on the last
business day before the day of the Meeting, or any adjournment thereof, or delivered to the person presiding at the
Meeting before it (or any adjournment) commences. If you revoke your proxy and do not replace it with another
that is deposited with us before the deadline, you can still vote your shares but to do so you must attend the Meeting
in person. Only registered shareholders may revoke a proxy. If your shares are not registered in your own
name and you wish to change your vote, you must, at least 7 days before the Meeting, arrange for your
nominee to revoke your proxy on your behalf (see below under “Non-Registered Shareholders”).
NON-REGISTEREDSHAREHOLDERS
If your shares are not registered in your own name, they are likely held in the name of a “nominee”, usually a bank,
trust company, securities dealer or other financial institution. Your nominee must seek your instructions as to how
to vote your shares.
Accordingly, unless you have previously informed your nominee that you do not wish to receive material relating to
shareholders’ meetings, you will have received this Information Circular from your nominee, together with a form
of proxy or voting instruction form. If that is the case, it is most important that you comply strictly wit h the
instructions that have been given to you by your nominee on the voting instruction form. If you have voted
2
and wish to change your voting instructions, you should contact your nominee to discuss whether this is possible and
what procedures you must follow.
If your shares are not registered in your own name, we will not have a record of your name and, as a result, unless
your nominee has appointed you as a proxyholder, will have no knowledge of your entitlement to vote. If you wish
to vote in person at the Meeting, therefore, please insert your own name in the space provided on the form of proxy
or voting instruction form that you have received from your nominee. If you do this, you will be instructing your
nominee to appoint you as proxyholder. Please adhere strictly to the signing and returning instructions provided by
your nominee. It is not necessary to complete the form in any other respect, since you will be voting at the Meeting
in person.
PART2-VOTINGSHARESANDPRINCIPALHOLDERSTHEREOF
The authorized capital of RTN consists of an unlimited number of common shares. At the close of business on May
25, 2010, there were 124,416,860 common shares outstanding. Each shareholder is entitled to one vote for each
common share registered in his or her name at the close of business on May 25, 2010, the date fixed by the Board of
Directors as the record date for determining who is entitled to receive notice of and to vote at the Meeting.
To the knowledge of the directors and officers of RTN, no person beneficially owned, directly or indirectly, or
exercised control or direction over 10% or more of the common shares on that date.
PART3-THEBUSINESSOFTHEMEETING
REPORTOFTHEDIRECTORSANDFINANCIALSTATEMENTS
The audited financial statements of RTN for the year ended December 31, 2009, will be placed before you at the
Meeting. Shareholders who have previously requested a copy of our financial statements and related management
discussion and analysis (MD&A) for our year ended December 31, 2009 will receive a copy by mail or if eligible,
by e-mail. Shareholders can request a copy of our future financial statements and MD&A by completing our
supplemental request card which accompanies the Notice of Meeting and this Information Circular. Shareholders
can also view these documents at www.sedar.com.
ELECTIONOFDIRECTORS
Directors of RTN are elected for a term of one year. The term of office of each of the nominees proposed for
election as a director will expire at the Meeting, and each of them, if elected, will serve until the close of the next
annual general meeting, unless he resigns or otherwise vacates office before that time. Under RTN’s Articles and
pursuant to the Business Corporations Act (British Columbia), the number of directors cannot be fewer than 3. RTN
currently has four directors.
It is proposed to fix the number of directors at four. This requires the approval of the shareholders of the Company
by an ordinary resolution, which approval will be sought at the Meeting.
The following are the nominees proposed for election as directors of RTN together with the number of common
shares and stock options that are beneficially owned, directly or indirectly, or over which control or direction is
exercised, by each nominee. Each of the nominees has agreed to stand for election and management of the
Company is not aware of any intention of any of them not to do so. If, however, one or more of them should
become unable to stand for election, it is likely that one or more other persons would be nominated at the Meeting
for election and, in that event, the persons designated in the form of proxy will vote in their discretion for a
substitute nominee.
3
Name and place of
Number
Number of
Number
residence
Principal occupation
Director since
of
options
of
shares(1)
warrants
Independent
Lucky Janda(2)
businessman with over
Richmond, B.C.
20 years experience in
CEO and Director
public companies and
April 8,2008
120,000 2,575,000(3)(4)(5)
40,000
real estate
development
Nikolas Perrault(2)
Montreal, Quebec
Financial Analyst
February 16, 2010 NIL
Director
1,000,000(5)(6)
NIL
Donald Ziraldo(2)
, Ontario
Independent
Director
businessman
January 25, 2010
NIL
NIL
300,000(5)
Michael Boulter
Mississauga, Ontario
President, COO and
Quantitative Analyst
May 17, 2010
NIL
NIL
NIL
Director
NOTES:
(1) Information as to ownership of shares has been taken from the list of registered shareholders maintained by
RTN’s transfer agent or has been provided by the individual.
(2) Member of Audit Committee.
(3) These options are held indirectly by Mr. Janda through a British Columbia private company.
(4) The Company issued 1,250,000 options in April 2009, at an exercise price of US$0.15 per option, which
options expire five years from the date of grant.
(5) The Company issued 5,650,000 options in February 2010, at an exercise price of US$0.32 per option, which
options expire five years from the date of grant.
(6) These options are held indirectly by Mr. Perrault through a federal private company.
RTN’s management recommends that the shareholders vote in favour of the election of the proposed nominees as
directors of RTN for the ensuing year.
Unless you give instructions otherwise, the Management Proxyholders intend to vote FOR the nominees
named in this Information Circular.
Corporate Cease Trade Orders and Bankruptcies
No director or officer of RTN is, or has been within the past ten years, a director or executive officer of any
company (including RTN) that, while such person was acting in that capacity: (i) was the subject of a cease trade or
similar order or an order that denied the relevant company access to any exemption under securities legislation, for a
period of more than 30 consecutive days; (ii) was subject to an event that resulted, after the director or executive
officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order
or an order that denied the relevant company access to any exemption under securities legislation, for a period of
more than 30 consecutive days; or (iii) within a year of that person ceasing to act in that capacity, became bankrupt,
made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any
proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to
hold its assets. Furthermore, no director or officer of RTN has within the past ten years become bankrupt, made a
proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any
proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to
hold the assets of the proposed director.
4
APPOINTMENTOFTHEAUDITOR
During the financial year ended December 31, 2009, ACAL Group, Chartered Accountants, 1850 - 1066 West
Hastings Street, Vancouver, BC, V6E 3X2 , served as the Company’s auditor. See Part 5 – Audit Committee –
External Auditor Service Fees.
RTN’s management recommends that the shareholders vote in favour of the appointment of ACAL Group,
Chartered Accountants, as RTN’s auditor for the ensuing year and grant the Board of Directors the authority to
determine the remuneration to be paid to the auditor.
Unless you give instructions otherwise, the Management Proxyholders intend to vote FOR the appointment of
ACAL Group, Chartered Accountants to act as RTN’s auditor until the close of its next annual general
meeting and also intend to vote FOR the proposed resolution to authorize the Board of Directors to fix the
remuneration to be paid to the auditor.
ADOPTION OFSTOCKOPTIONPLAN
StockOption Plan
Management is seeking shareholder approval for the adoption the stock option plan (the “Plan”) and the approval of
the number of shares reserved for issuance under the Plan in accordance with and subject to the rules and policies of
the Canadian National Stock Exchange. (“CNSX”). The Board of Directors of the Company has established an
incentive stock option plan (the “Plan”) reserving a rolling 10% of the issued and outstanding shares of the
Company from time to time. The purpose of the Plan is to provide incentive to employees, directors, officers,
management companies and consultants who provide services to the Company and reduce the cash compensation
the Company would otherwise have to pay.
Terms of the Stock Option Plan
A full copy of the Plan will be available at the Annual General Meeting for review by shareholders. Shareholders
may also obtain copies of the Plan from the Company prior to the meeting on written request. The following is a
summary of the material terms of the Plan:
Number of Shares Reserved. The number of common shares which may be issued pursuant to options granted under
the Plan (including all options granted by the Company prior to the adoption of the Plan) shall equal 10% of the
issued and outstanding shares of the Company from time to time at the date of grant.
Maximum Term of Options. The term of any options granted under the Plan is fixed by the Board of Directors and
may not exceed five years from the date of grant. The options are non-assignable and non-transferable.
Exercise Price. The exercise price of options granted under the Plan is determined by the Board of Directors,
provided that it is not less than the price permitted by the CNSX, or, if the shares are no longer listed on the CNSX,
then such other exchange or quotation system on which the shares are listed or quoted for trading.
Amendment.
The terms of an option may not be amended once issued under CNSX requirements. If an option is
cancelled prior to the expiry date, the Company shall not grant new options to the same person until 30 days have
elapsed from the date of cancellation.
Vesting. Vesting, if any, and other terms and conditions relating to such options shall be determined by the Board of
Directors of the Company or senior officer or employee to which such authority is delegated by the Board from time
to time and in accordance with CNSX requirements.
Termination. Any options granted pursuant to the Plan will terminate generally within 90 days of the option holder
ceasing to act as a director, officer, or employee of the Company or any of its affiliates, and within generally 30 days
of the option holder ceasing to act as an employee engaged in investor relations activities, unless such cessation is
on account of death. If such cessation is on account of death, the options terminate on the first anniversary of such
cessation. If such cessation is on account of cause, or terminated by regulatory sanction or by reason of judicial order,
the options terminate immediately. Options that have been cancelled or that have expired without having been
exercised shall continue to be issuable under the Plan. The Plan also provides for adjustments to outstanding options
5
in the event of any consolidation, subdivision, conversion or exchange of Company’s shares.
Administration. The Plan is administered by the Board of Directors of the Company or senior officer or employee
to which such authority is delegated by the Board from time to time.
Board Discretion. The Plan provides that, generally, the number of shares subject to each option, the exercise price,
the expiry time, the extent to which such option is exercisable, including vesting schedules, and other terms and
conditions relating to such options shall be determined by the Board of Directors of the Company or senior officer or
employee to which such authority is delegated by the Board from time to time and in accordance with CNSX
requirements.
The Plan must receive disinterested shareholder approval if the number of shares reserved for issuance under the
Plan to be granted to Insiders of the Company exceeds 10% of the outstanding Common shares of the Company.
Although the Company has not yet granted all of the options eligible to be granted under the Plan, it is likely that the
number of options ultimately granted to Insiders of the Company under the Plan will exceed 10% of the number of
outstanding common shares.
In order for the resolution to be approved by disinterested shareholders, the Plan must be approved by a majority of
votes cast on the resolution by all shareholders excluding votes attached to shares beneficially owned by:
(i)
insiders to whom options may be granted under the Plan; and
(ii)
associates of such persons referred to in subparagraph (i).
Disinterested shareholders (being a simple majority of the votes cast by the shareholders who are not insiders of the
Company or associates of such insiders) will be asked to approve the following resolution:
“BE IT RESOLVED that the Stock Option Plan be and it is hereby approved, that in connection
therewith a rolling 10% of the issued and outstanding shares from time to time be approved for
granting as options and that the board of directors be and they are hereby authorized, without
further shareholder approval, to make such changes to the Stock Option Plan as may be required
or approved by regulatory authorities.”
Unless you give instructions otherwise, the Management Proxyholders intend to vote FOR the approval and
ratification of the RTN Stock Option Plan.
As at May 25, 2010, the record date, the Company had a total of 124,416,860 common shares issued and
outstanding.
6
PART4–EXECUTIVECOMPENSATION
COMPENSATIONOFDIRECTORS
Definitions:
For the purpose of this Information Circular:
"CEO" means an individual who acted as chief executive officer of the company, or acted in a similar capacity, for
any part of the most recently completed financial year;
"CFO" means an individual who acted as chief financial officer of the Company, or acted in a similar capacity, for
any part of the most recently completed financial year;
"closing market price" means the price at which the Company’s security was last sold, on the applicable date,
(a) in the security’s principal marketplace in Canada, or
(b) if the security is not listed or quoted on a marketplace in Canada, in the security’s principal marketplace;
"company" includes other types of business organizations such as partnerships, trusts and other unincorporated
business entities;
"equity incentive plan" means an incentive plan, or portion of an incentive plan, under which awards are granted
and that falls within the scope of Section 3870 of the Handbook;
"external management company" includes a subsidiary, affiliate or associate of the external management
company;
"grant date" means a date determined for financial statement reporting purposes under Section 3870 of the
Handbook;
"Handbook" means the Handbook of the Canadian Institute of Chartered Accountants, as amended from time to
time;
"incentive plan" means any plan providing compensation that depends on achieving certain performance goals or
similar conditions within a specified period;
"incentive plan award" means compensation awarded, earned, paid, or payable under an incentive plan;
"NEO" or "named executive officer" means each of the following individuals:
(a) a CEO;
(b) a CFO;
(c) each of the three most highly compensated executive officers, or the three most highly compensated individuals
acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year
whose total compensation was, individually, more than $150,000, as determined in accordance with subsection
1.3(6) of National Instrument 51-102, for that financial year; and
(d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither &nbs p;an
executive officer of the company, nor acting in a similar capacity, at the end of that financial year;
"NI 52-107" means National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and
Reporting Currency;
"non-equity incentive plan" means an incentive plan or portion of an incentive plan that is not an equity incentive
plan;
"option-based award" means an award under an equity incentive plan of options, including, for greater certainty,
share options, share appreciation rights, and similar instruments that have option-like features;
"plan" includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document,
where cash, securities, similar instruments or any other property may be received, whether for one or more persons;
"replacement grant" means an option that a reasonable person would consider to be granted in relation to a prior
or potential cancellation of an option;
7
"repricing" means, in relation to an option, adjusting or amending the exercise or base price of the option, but
excludes any adjustment or amendment that equally affects all holders of the class of securities underlying the
option and occurs through the operation of a formula or mechanism in, or applicable to, the option;
"share-based award" means an award under an equity incentive plan of equity-based instruments that do not have
option-like features, including, for greater certainty, common shares, restricted shares, restricted share units,
preferred share units, phantom shares, phantom share units, common share equivalent units, and stock.
Given the Company’s current size and stage of development, the Board of Directors has not appointed a formal
compensation committee, however it is board policy that management directors are required to abstain from voting
in respect of their own compensation thereby providing the independent members of the Board with considerable
input as to executive compensation. The Board’s compensation philosophy is aimed at attracting and retaining
quality and experienced people with established records in managing and maintaining public companies which is
critical to the success of the Company. These key persons create the framework for future success and later will
share in any success of the Company. Such a reward system supports the Company’s commitment to delivering
strong performance for the Shareholders. At the present time the Company does not have a compensation program
in place for its NEOs or directors, as is evidenced by the Summary Compensation Table, below. See also
Compensation of Directors, later in this Information Circular.
The Board reviews on an annual basis the corporate goals and objectives relevant to executive compensation, and
determines if a compensation package should be implemented. The Board also takes into consideration the
Company’s overall performance, shareholder returns, the value of similar incentive awards to executive officers at
comparable companies and the awards given to executive officers in past years. There are currently no plans to
implement a compensation package for fiscal 2010.
Summary Compensation Table
The following table sets out certain information respecting the compensation paid to the CEO and CFO and the three
most highly compensated executive officers, other than the CEO and CFO, for the year ended December 31, 2009
whose total compensation was more than $150,000. These individuals are referred to collectively as the “Named
Executive Officers” or “NEOs”.
8
Non-equity incentive
plan compensation
Long–
Share Option Annual
term
Total
Year ended
based based incentive incentive
Pension
All other
compensatio
Name and
December
awards awards
plan
plan
value
compensation
n
principal position
31,
Salary ($)
($)
($)
($)
($)
($)
($)
($)
2009
Nil
N/A
Nil
N/A
N/A
N/A
$48,229 finders
$264,979
fees to 849928
BC Ltd.(3)
$22,750
management
fees to Cambrel
Industries Ltd.(3)
$45,000
management
fees to INFA
Investment
Lucky Janda(1)
Ltd.(3)
President
$39,000
consulting fees
to Cambrel
Industries Ltd.(3)
$50,000
property
research fees to
Forbes and
Manhattan BC
Ltd.(3)
$60,000 rent to
Cambrel
Industries Ltd.(3)
Parmjeet Johal
2009
Nil
N/A
Nil
N/A
N/A
N/A
$3,000 directors $3,000
fees
Sandeep Poonia
2009
Nil
N/A
Nil
N/A
N/A
N/A
$3,000 directors $3,000
fees
Harpeet Janda
2009
Nil
N/A
Nil
N/A
N/A
N/A
$3,000 directors $3,000
fees
Lucky Janda(1)
2008
Nil
N/A
Nil
N/A
N/A
N/A
N/A
Nil
President
Curt Huber(2)
2008
Nil
N/A
Nil
N/A
N/A
N/A
N/A
Nil
President
Harpreet Janda
2008
Nil
N/A
Nil
N/A
N/A
N/A
N/A
Nil
Chief Financial
Officer
9
NOTES:
(1) Mr. Janda was appointed as the President and a director of the Company effective April 8, 2009, upon the
resignation of Curt Huber.
(2) Mr. Huber resigned as the President and as a director of the Company effective April 8, 2009.
(3) Company in which Mr. Lucky Janda controls and is on the board of directors.
(4) Mr. Janda was appointed as the President and a director of the Company effective April 8, 2009, upon the
resignation of Curt Huber.
(5) Mr. Huber resigned as the President and as a director of the Company effective April 8, 2009.
(6) Company in which Mr. Lucky Janda controls and is on the board of directors.
Option-based Awards
Executive officers of the Company, as well as directors, employees and consultants, are eligible to participate in the
Company's stock option plan (the “Stock Option Plan”) to receive grants of stock options. Individual stock options
are granted by the Board as a whole and the size of the options is dependent on, among other things, ea ch officer’s
level of responsibility, authority and importance to the Company and the degree to which such officer’s long term
contribution to the Company will be crucial to its long-term success.
Stock options are normally granted by the Board when an executive officer first joins the Company based on his
level of responsibility within the Company. Additional grants may be made periodically to ensure that the number of
options granted to any particular officer is commensurate with the officer’s level of ongoing responsibility within
the Company. The Board also evaluates the number of options an officer has been granted, the exercise price of the
options and the term remaining on those options when considering further grants. Options are usually priced at the
closing trading price of the Company’s shares on the business day immediately preceding the date of grant and the
current policy of the Board is that options expire two to five years from the date of grant.
RTN has no arrangements, standard or otherwise, pursuant to which Directors are compensated by RTN for their
services in their capacity as Directors, or for committee participation, involvement in special assignments or for
services as consultant or expert during the most recently completed financial year or subsequently, up to and
including the date of this Information Circular.
RTN has a formalized stock option plan for the granting of incentive stock options to the officers, employees,
consultants and Directors. During the most recently completed financial year no stock options were granted, no
stock options were exercised and no stock options were cancelled.
LONGTERMINCENTIVEPLAN(LTIP)AWARDS
RTN does not have a LTIP, pursuant to which cash or non-cash compensation intended to serve as an incentive for
performance over a period greater than one financial year (whereby performance is measured by reference to
financial performance or the price of RTN's securities) was paid to the Named Executive Officers during the most
recently completed financial year.
OPTION/STOCKAPPRECIATIONRIGHTS(“SAR”)GRANTS
DURING THEMOSTRECENTLYCOMPLETEDFINANCIALYEAR
The following table, presented in accordance with the National Instrument 51-102 – Continuous Disclosure
Regulation, sets forth stock options granted under the Company’s stock option plan during the most recently
completed financial year, to the Named Executive Officers.
Market Value of
Securities
% of Total
Name and
Under
Options/ SAR's
Exercise or
Securities
Principal
Options/SA
Granted to
Base Price
Underlying
Expiratio
Position
Rs
Employees in
($CDN/Securit
Options/SARs on
n
Granted (#)
Financial Year
y)
the
Date
Date of Grant
($CDN/Security)
N/A
10
The following table sets out incentive stock options exercised by the Named Executive Officers during the most
recently completed financial year, as well as the financial year end value of stock options held by the Named
Executive Officers. During this period, no outstanding SARs were held by the Named Executive Officers.
Securities
Aggregate
Unexercised Options Value of Unexercised
Name
Acquired on Value
at Financial Year In-the-Money Options
Exercise
Realized(1)
End Exercisable / at Financial Year-End
(#)
($)
Unexercisable
($)
Exercisable
/
(#)
Unexercisable
N/A
NIL
NIL
NIL
NIL
Pension Plan Benefits
The Company does not have any pension, retirement or deferred compensation plans, including defined contribution
plans.
Termination and Change of Control Benefits
The Company has not entered into any compensatory plans, contracts or arrangements with any of its Named
Executive Officers whereby such officers are entitled to receive compensation as a result of the resignation,
retirement or any other termination of employment of the Named Executive Officer with the Company or from a
change in control of the Company or a change in the Named Executive Officer’s responsibilities following a change
in control.
Compensation of Directors
Non-management directors of the Company are entitled to receive the following fees for their services as directors
of the Company an annual retainer fee of $3,000.
The directors may also receive additional fees for any committee work (i.e. audit committee) performed on behalf of
the board of directors in accordance with industry standards.
In addition, the directors are entitled to be reimbursed for reasonable expenditures incurred in performing their
duties as directors and may receive cash bonuses from time to time which the Company awards to directors for
serving in their capacity as a member of the board. Executive officers who also act as directors of the Company do
not receive any additional compensation for services rendered in their capacity as directors.
Directors are also entitled to participate in the Company’s stock option plan, which is designed to give each option
holder an interest in preserving and maximizing shareholder value in the longer term. Individual grants are
determined by an assessment of each individual director’s current and expected future performance, level of
responsibilities and the importance of his/her position and contribution to the Company.
PART5–AUDITCOMMITTEE
AUDITCOMMITTEECHARTER
The text of RTN’s Audit Committee Charter is attached as Appendix “A” to this Circular.
COMPOSITION OFAUDITCOMMITTEE
Messrs Lucky Janda, Donald Ziraldo and Nikolas Perrault - Chairman are members of RTN’s Audit Committee. At
present, two of the Audit Committee members (Donald Ziraldo and Nikolas Perrault are considered “independent”
as that term is defined in applicable securities legislation. As an officer of the Company Mr. Janda is not considered
independent.
All three of the Audit Committee members have the ability to read and understand 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 reasonably be expected to be raised by RTN’s financial statements.
11
RELEVANTEDUCATION ANDEXPERIENCE
All of the Audit Committee members are senior-level businessmen with extensive experience in financial matters;
each has a broad understanding of accounting principles used to prepare financial statements and varied experience
as to general application of such accounting principles, as well as the internal controls and procedures necessary for
financial reporting, garnered from working in their individual fields of endeavour. In addition, each of the members
of the Audit Committee have knowledge of the role of an audit committee in the realm of reporting companies from
their years of experience as directors of public companies other than the Company.
EXTERNALAUDITORSERVICEFEES
In the following table, “audit fees” are 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 or review of the Company’s financial statements. “Tax fees” are 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.
The fees paid by the Company to its auditor in each of the last two fiscal years, by category, are as follows:
Financial Year
Audit / Audit Related TaxFees
All Other Fees
Fees
Ending
December 31, 2009
$17,000.00
950.00
$3,000.00
December 31, 2008
$13,000.00
$900.00
Nil
AUDITCOMMITTEEOVERSIGHT
At no time since the commencement of the Company’s most recently completed financial year was a
recommendation of the Committee to nominate or compensate an external auditor not adopted by the Board of
Directors.
RELIANCE ONCERTAINEXEMPTIONS
Since the effective date of NI 52-110, 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.
PRE-APPROVALPOLICIES ANDPROCEDURES
The Committee has adopted specific policies and procedures for the engagement of non-audit services as described
in RTN’s Audit Committee Charter attached as Appendix “A” to this circular.
12
PART6–CORPORATEGOVERNANCE
Corporate governance relates to the activities of the board of directors of the Company (the “Board”), the members of
which are elected by and are accountable to the shareholders, and takes into account the role of the individual members
of management who are appointed by the Board and who are charged with the day to day management of the
Company. The Board and senior management consider good corporate governance to be central to the effective and
efficient operationofthe Company.
National Policy 58-201 Corporate Governance Guidelines (“NP 58-201”) establishes corporate governance guidelines,
which apply to all public companies. The Company has reviewed its own corporate governance practices in light of
these guidelines. In certain cases, the Company’s practices comply with the guidelines, however, the Board considers
that some of the guidelines are not suitable for the Company at its current stage of development and therefore these
guidelines have not beenadopted.
National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”) also requires the Company to
disclose annually in its Information Circular certain information concerning its corporate governance practices. As a
“venture issuer” the Company is required to make such disclosure with reference to the requirements of Form 58-
101F2, whichdisclosure isset forthbelow.
BOARD OF DIRECTORS
Structure and Composition
The Board currently consists of four directors, of whom two are independent, namely Nikolas Perrault and Donald
Ziraldo. None of the independent directors has any direct or indirect material relationship with the Company (other
than shareholdings or stock options) which could, in the view of the Company's Board, reasonably interfere with the
exercise of a director’s independent judgment. If management's nominees for directors are elected at the Meeting,
followingthe Meetingthe Board will consist of four directors, of whomtwo will be independent.
Mandate of the Board
The mandate of the Board is to manage or supervise the management of the business and affairs of the Company and
to act with a view to the best interests of the Company. In doing so, the Board oversees the management of the
Company’s affairs directly and through its committees (see “Committees of the Board of Directors” below). In
fulfilling its mandate, the Board, among other matters, is responsible for reviewing and approving the Company’s
overall business strategies and its annual business plan, reviewing and approving the annual corporate budget and
forecast, reviewing and approving significant capital investments outside the approved budget; reviewing major
strategic initiatives to ensure that the Company’s proposed actions accord with shareholder objectives; reviewing
succession planning; assessing management’s performance against approved business plans and industry standards;
reviewing and approving the reports and other disclosure issued to shareholders; ensuring the effective operation of
the Board; and safeguarding shareholders’ equity interests through the optimum utilization of the Company’s capital
resources. The Board also takes responsibility for identifying the principal risks of the Company’s business and for
ensuring these risks are effectively monitored and mitigated to the extent reasonably practicable. At this stage of the
Company’s development, the Board does not believe it is necessary to adopt a written mandate, as sufficient
guidance is found in the applicable corporate and securities legislation and regulatory policies. However, as the
Company grows, the Board will move to develop a formal written mandate.
In keeping with its overall responsibility for the stewardship of the Company, the Board is also responsible for the
integrity of the Company’s internal control and management information systems and for the Company’s policies
respecting corporate disclosure and communications.
The Board delegates to management, through the Chief Executive Officer and Chief Financial Officer, responsibility
for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the
Company’s business in the ordinary course, managing the Company’s cash flow, evaluating new business
opportunities, recruiting staff and complying with applicable regulatory requirements. The Board also looks to
13
management to furnish recommendations respecting corporate objectives, long-term strategic plans and annual
operating plans.
The Board has separated the positions of President and Chief Executive Officer to encourage independent decision-
making. The Board has found that the fiduciary duties placed on management by the Company’s governing
corporate legislation and common law and the restrictions on an individual director’s participation in decisions of
the Board in which the director has an interest under applicable corporate and securities legislation provide the
“independent” directors with significant input and leadership in exercising their responsibilities for independent
oversight of management. In addition, each member of the Board understands that he is entitled to seek the advice of
an independent expert if he reasonably considers it warranted under the circumstances and the “independent”
directors have the ability to meet independently of management whenever deemed necessary.
DIRECTORSHIPS
The following directors and nominee director of the Company are also directors of other reporting companies, as
described inthe table below.
Name of director
Other reporting issuer (or equivalent in a foreign jurisdiction)
![[exhibit992002.gif]](https://capedge.com/proxy/6-K/0001273511-10-000128/exhibit992002.gif)
![[exhibit992004.gif]](https://capedge.com/proxy/6-K/0001273511-10-000128/exhibit992004.gif)
![[exhibit992006.gif]](https://capedge.com/proxy/6-K/0001273511-10-000128/exhibit992006.gif)
![[exhibit992008.gif]](https://capedge.com/proxy/6-K/0001273511-10-000128/exhibit992008.gif)
![[exhibit992010.gif]](https://capedge.com/proxy/6-K/0001273511-10-000128/exhibit992010.gif)
Nikolas Pe![[exhibit992002.gif]](https://capedge.com/proxy/6-K/0001273511-10-000128/exhibit9 92002.gif)
rrault![[exhibit992002.gif]](https://capedge.com/proxy/6-K/0001273511-10-000128/exhibit99 2002.gif)
Ona PowerC![[exhibit992008.gif]](https://capedge.com/proxy/6-K/0001273511-10-000128/e xhibit992008.gif)
orp.ColtResourc![[exhibit992008.gif]](https://capedge.com/proxy/6-K/0001273511-10-000128/exhib it992008.gif)
esInc![[exhibit992008.gif]](https://capedge.com/proxy/6-K/0001273511-10-000128/exhibit 992008.gif)
.
Arris Holdings Inc.
Lucky Janda
CLI Resources Inc.
Ona Power Corp.
ORIENTATION AND CONTINUING EDUCATION
Orientation and education of new members of the Board is conducted informally by management and members of
the Board. The orientation provides background information on the Company's history, performance and strategic
plans.
ETHICAL BUSINESS CONDUCT
The Board of Directors expects management to operate the business of the Company in a manner that enhances
shareholder value and is consistent with the highest level of integrity. Management is expected to execute the
Company’s business plan and to meet performance goals and objectives.
To date, the Board has not adopted a formal written Code of Business Conduct and Ethics. The Board has found that
the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the
common law, as well as the restrictions placed by applicable corporate and securities legislation on the individual
director’s participation in decisions of the Board in which the director has an interest, have been sufficient to ensure
that the Board operates independently of management and in the best interests of the Company and its shareholders.
NOMINATION OF DIRECTORS
Given its current size and stage of development, the Board has not appointed a nominating committee and these
functions are currently performed by the Board as a whole. Nominees are generally the result of recruitment efforts
by Board members, including both formal and informal discussions among Board members and the President, and
proposed directors’ credentials are reviewed in advance of a Board meeting with one or more members of the Board
prior to the proposed director’s nomination.
New directors are briefed on strategic plans, short, medium and long term corporate objectives, business risks and
mitigation strategies, corporate governance guidelines and existing company policies. However, there is no formal
14
orientation for new members of the Board, and this is considered to be appropriate, given the Company’s size an d
current operations.
The skills and knowledge of the Board of Directors as a whole is such that no formal continuing education process is
currently deemed required. The Board is comprised of individuals with varying backgrounds, who have, both
collectively and individually, extensive experience in running and managing public companies. Board members are
encouraged to communicate with management, auditors and technical consultants to keep themselves current with
industry trends and developments and changes in legislation, with management’s assistance. Board members have
full access to the Company’s records. Reference is made to the table under the heading “Election of Directors” in
Part 3 “THE BUSINESS OF THE MEETING” for a description of the current principal occupations of the
Company’s Board.
The Board does not, at present, have a formal process in place for assessing the effectiveness of the Board as a
whole, its committees or individual directors, but will consider implementing one in the future should circumstances
warrant. Based on the Company’s current size, its stage of development and the limited number of individuals on the
Board, the Board considers a formal assessment process to be inappropriate at this time. The Board plans to continue
evaluating its own effectiveness and the effectiveness and contribution of its committees or individual directors on
an ad hoc basis.
COMPENSATION
Members of the Board are not compensated for acting as directors, save for being granted incentive stock options
pursuant to the policies of the Exchange and the Company's stock option plan. The Board as a whole determines the
stock option grants for each director.. In addition, compensation to be paid to executive officers who are also
directors must be approved by the disinterested directors thereby providing the non-executive officer directors with
significant input into compensation decisions. See Part 4 “EXECUTIVE COMPENSATION – Compensation of
Named Executive Officers” above for details of the compensation paid to the Company’s Named Executive
Officers.
The board of directors also adopted certain standard fees to be paid to the Company’s non-management directors for
their services, in addition to the granting of incentive stock options from time to time. See Part 4 “EXECUTIVE
COMPENSATION – Compensation of Directors” above.
OTHER BOARD COMMITTEES
The Board is satisfied that in view of the size and composition of the Board, it is more efficient and cost effective for
the full board to perform the duties that would be required by standing committees, other than the audit committee.
ASSESSMENTS
The Board considers individual director performance assessments are not warranted, given the Company's stage of
development, the directors’ shareholdings and the required time commitment to the affairs of the Company.
PART7–OTHERINFORMATION
SECURITIESAUTHORIZEDFORISSUANCEUNDEREQUITYCOMPENSATIONPLANS
As of December 31, 2009, RTN’s most recently completed financial year, the only equity compensation plan which
the Company has in place is its stock option plan (the “Plan”) which was approved by the shareholders of the
Company on May 31, 2006.
15
Number of securities
remaining available for
Number of securities to Weighted-average
future issuance under
Plan category
be issued upon exercise exercise
price
of equity
compensation
of outstanding options, outstanding
options, plans
(excluding
warrants and rights warrants and rights securities reflected in
(a)
(b)
column
(a))
(c)
Equity compensation plans
approved
by
security NIL
NIL
729,336
holders
Equity compensation plans
not approved by security NIL
NIL
NIL
holders
Total:
NIL
NIL
729,336
INDEBTEDNESSOFDIRECTORS ANDEXECUTIVEOFFICERS
No one director or executive officer, former director or executive officer, or proposed nominee for election as a
Director of the Company, or any associate or affiliate of the foregoing was indebted to RTN in the last completed
financial year.
INTEREST OFCERTAINPERSONS INMATTERS TO BEACTEDUPON
Except as set out herein, no person who has been a director or executive officer of RTN at any time since the
beginning of RTN’s last financial year, no proposed nominee of management of the Company for election as a
director of the Company and no associate or affiliate of the foregoing persons, has any material interest, direct or
indirect, by way of a beneficial ownership or otherwise in matters to be acted upon at the Meeting other than the
election of directors or the appointment of auditors.
INTERESTOFMANAGEMENT ANDOTHERSINMATERIALTRANSACTIONS
Except as described below, no proposed nominee for election as a director, and no director or executive officer of
RTN (or of a person or company that is itself an “informed person” (as defined in NI 51-102) of the Company), and
no shareholder holding of record or beneficially, directly or indirectly, more than 10% of RTN’s outstanding
common shares, and none of the respective associates or affiliates of any of the foregoing, had any interest in any
transaction with RTN or in any proposed transaction since the beginning of the last completed financial year that has
materially affected RTN or is likely to do so.
MANAGEMENTCONTRACTS
The management functions of RTN are performed by its directors and senior officers and it has no management
agreements or arrangements under which such management functions are performed by persons other than the
directors and senior officers of RTN.
OTHERMATTERS
Management of RTN is not aware of any other matters to come before the Meeting other than as set forth in the
Notice of Meeting that accompanies this Information Circular. If any other matter properly comes before the
Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby
in accordance with their best judgment on such matter.
ADDITIONALINFORMATION
You may obtain the annual financial statements and Management Discussion and Analysis, for the year ended
December 31, 2009 without charge upon request to RTN at 8338 120th Street, Suite 200 Surrey, British Columbia,
V3W 3N4 - Tel.: (604) 687-0879 Fax.: (604) 408-9301. You may also access RTN’s public disclosure documents
through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at
www.sedar.com.
16
DIRECTORS’APPROVAL
The Board of Directors of RTN Resources Inc. has approved the contents of this Information Circular and its
distribution to shareholders entitled to receive notice of the Meeting.
Dated at Vancouver, British Columbia, this 25th day of May, 2010.
RTN STEALTH SOFTWARE INC.
By:
“Lucky Janda”
Lucky Janda, CEO
17
APPENDIX “A”
RTN STEALTH SOFTWARE INC.
(the “Company”)
CHARTER FOR THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
1.
Purpose
1.1.
The Audit Committee is ultimately responsible for the policies and practices relating to integrity of
financial and regulatory reporting, as well as internal controls to achieve the objectives of safeguarding of
corporate assets; reliability of information; and compliance with policies and laws. Within this mandate,
the Audit Committee’s role is to:
(a)
support the Board of Directors in meeting its responsibilities to shareholders;
(b)
enhance the independence of the external auditor;
(c)
facilitate effective communications between management and the external auditor and provide a
link between the external auditor and the Board of Directors;
(d)
increase the credibility and objectivity of the Company’s financial reports and public disclosure.
1.2.
The Audit Committee will make recommendations to the Board of Directors regarding items relating to
financial and regulatory reporting and the system of internal controls following the execution of the
Committee’s responsibilities as described herein.
1.3.
The Audit Committee will undertake those specific duties and responsibilities listed below and such other
duties as the Board of Directors from time to time prescribe.
2.
Membership
2.1.
Each member of the Audit Committee must be a director of the Company.
2.2.
The Audit Committee will consist of at least three members, the majority of whom are neither officers nor
employees of the Company or any of its affiliates.
2.3.
The members of the Audit Committee will be appointed annually by and will serve at the discretion of the
Board of Directors.
3.
Authority
3.1.
In addition to all authority required to carry out the duties and responsibilities included in this charter, the
Audit Committee has specific authority to:
(a)
engage, and set and pay the compensation for, independent counsel and other advisors as it
determines necessary to carry out its duties and responsibilities; and
(b)
communicate directly with management and any internal auditor, and with the external auditor
without management involvement.
(c)
Approve interim financial statements and interim MD&A on behalf of the Board of Directors.
18
4.
Duties and Responsibilities
4.1.
The duties and responsibilities of the Audit Committee include:
(a)
recommending to the Board of Directors the external auditor to be nominated by the Board of
Directors;
(b)
recommending to the Board of Directors the compensation of the external auditor;
(c)
reviewing the external auditor’s audit plan, fee schedule and any related services proposals;
(d)
overseeing the work of the external auditor;
(e)
ensuring that the external auditor is in good standing with the Canadian Public Accountability
Board and will enquire if there are any sanctions imposed by the CPAB on the external auditor;
(f)
ensuring that the external auditor meets the rotation requirements for partners and staff on the
Company’s audits;
(g)
reviewing and discussing with management and the external auditor the annual audited financial
statements, including discussion of material transactions with related parties, accounting policies,
as well as the external auditor’s written communications to the Committee and to management;
(h)
reviewing the external auditor’s report, audit results and financial statements prior to approval by
the Board of Directors;
(i)
reporting on and recommending to the Board of Directors the annual financial statements and the
external auditor’s report on those financial statements, prior to Board approval and dissemination
of financial statements to shareholders and the public;
(j)
reviewing financial statements, MD&A and annual and interim earnings press releases prior to
public disclosure of this information;
(k)
ensuring adequate procedures are in place for review of all public disclosure of financial
information by the Company, prior to is dissemination to the public;
(l)
overseeing the adequacy of the Company’s system of internal accounting controls and internal
audit process obtaining from the external auditor summaries and recommendations for
improvement of such internal accounting controls;
(m)
ensuring the integrity of disclosure controls and internal controls over financial reporting;
(n)
resolving disputes between management and the external auditor regarding financial reporting;
(o)
establishing procedures for:
i.
the receipt, retention and treatment of complaints received by the Company from
employees and others regarding accounting, internal accounting controls or auditing
matters and questionable practices relating thereto; and
ii.
the confidential, anonymous submission by employees of the Company or concerns
regarding questionable accounting or auditing matters.
(p)
reviewing and approving the Company’s hiring policies with respect to partners or employees (or
former partners or employees) of either a former or the present external auditor;
19
(q)
pre-approving all non-audit services to be provided to the Company or any subsidiaries by the
Company’s external auditor;
(r)
overseeing compliance with regulatory authority requirements for disclosure of external auditor
services and Audit Committee activities.
4.2.
The Audit Committee will report, at least annually, to the Board regarding the Committee’s examinations
and recommendations.
5.
Meetings
5.1.
The quorum for a meeting of the Audit Committee is a majority of the members of the Committee who are
not officers or employees of the Company or of an affiliate of the Company.
5.2.
The members of the Audit Committee must elect a chair from among their number and may determine their
own procedures.
5.3.
The Audit Committee may establish its own schedule that it will provide to the Board of Directors in
advance.
5.4.
The external auditor is entitled to receive reasonable notice of every meeting of the Audit Committee and to
attend and be heard thereat.
5.5.
A member of the Audit Committee or the external auditor may call a meeting of the Audit Committee.
5.6.
The Audit Committee will meet separately with the President and separately with the Chief Financial
Officer of the Company at least annually to review the financial affairs of the Company.
5.7.
The Audit Committee will meet with the external auditor of the Company at least once each year, at such
time(s) as it deems appropriate, to review the external auditor’s examination and report.
5.8.
The chair of the Audit Committee must convene a meeting of the Audit Committee at the request of the
external auditor, to consider any matter that the auditor believes should be brought to the attention of the
Board of Directors or the shareholders.
6.
Reports
6.1.
The Audit Committee will record its recommendations to the Board in written form which will be
incorporated as a part of the minutes of the Board of Directors’ meeting at which those recommendations
are presented.
7.
Minutes
7.1.
The Audit Committee will maintain written minutes of its meetings, which minutes will be filed with the
minutes of the meetings of the Board of Directors.
20