Information Circular, Annual Audited Financial Statements
4.
Request to Receive Interim Information
5.
Proxy
6.
News Release Dated, May 2, 2006
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F __________
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________________
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.
GETTY COPPER INC.
(Registrant)
Date: May 17, 2006
By:
/s/“John Parks”
Name
Its:
Corporate Secretary
(Title)
Getty Copper Inc.
Trading Symbol TSXV: GTC
April 26, 2006
Further to our news releases of May 6, 2005 and January 30, 2006, the Company is pleased to report on its metallurgy test program.
The test work based on INNOVAT continuous vat leaching is being conducted by SGS Lakefield at their Ontario laboratories. The program consisted of two phases; Phase 1, Bench Scale Test Work and Phase 2, Pilot Scale Test Work. Phase 1 has been completed (see January 30, 2006 news release).
SGS Lakefield has advised the Company that the Phase 2 Pilot Scale Test Work has been completed and that it has confirmed that the continuous vat leach concept is working for the Company’s oxide ore. Preliminary results indicate similar copper leach extraction as achieved in laboratory tests. Detailed results are pending and will be released upon receipt.
The Company also announces that it has initiated a lawsuit in the British Columbia Supreme Court against the law firm of Blake Cassels & Graydon LLP. The lawsuit claims damages from the law firm as a result of their breach of duty. Additionally the lawsuit seeks a declaration that the Company is not liable to pay the law firm for any services rendered to it in 2004 and for an order for return of the fees paid.
ON BEHALF OF THE BOARD OF DIRECTORS
John M. Parks, Director and Corporate Secretary
For further information please contact:
GETTY COPPER INC.
1000 Austin Avenue
Coquitlam, BC, V3K 3P1
Phone: 604-649-0331 Fax: 604-931-2814
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
This news release contains certain “Forward-Looking Statements” within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included herein are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations are disclosed in the Company’s documents filed from time to time with the British Columbia Securities Commission and the United States Securities & Exchange Commission.
Getty Copper Inc.
Annual General Meeting to be held on June 12, 2006
Notice of Annual General Meeting and
Information Circular
May 12, 2006
Getty Copper Inc. 1000 Austin Avenue
Coquitlam, British Columbia
Canada V3K 3P1
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual general meeting of the shareholders of Getty Copper Inc. (the “Company”) will be held at the offices of Hordo & Bennett, Suite 1801, 808 Nelson Street, Vancouver, British Columbia on June, 12, 2006 at 10:00 a.m. PDT for the following purposes: At the meeting, the shareholders will receive and consider resolutions to:
1.
To receive the audited financial statements for the year ended December 31, 2005, together with the auditor’s report thereon;
2.
To elect the directors for the ensuing year;
3.
To appoint De Visser Gray, Chartered Accountants, as auditor of the Company for the ensuing year and authorize the directors to determine the remuneration to be paid to the auditor;
4.
To transact such other business as may properly be put before the meeting.
All shareholders are entitled to attend and vote at the meeting in person or by proxy. The board of directors requests all shareholders who will not be attending the meeting in person to read, date and sign the accompanying proxy and deliver it to the place indicated on the proxy. If a shareholder does not deliver a proxy to the place as per the instructions on the proxy by the close of business (Vancouver, British Columbia time) on June 8, 2006 (or before 48 hours, excluding Saturdays, Sundays and holidays before any adjournment of the meeting at which the proxy is to be used) then the shareholder will not be entitled to vote at the meeting by proxy. Only shareholders of record at the close of business on May, 12, 2006 will be entitled to vote at the meeting.
An information circular and a form of proxy accompany this notice.
DATED at Coquitlam, British Columbia, the 12th day of May, 2006.
ON BEHALF OF THE BOARD
John M. Parks, Secretary
GETTY COPPER INC. 1000 Austin Avenue
Coquitlam, British Columbia
Canada V3K 3P1
Telephone: 604-931-3231
Fax: 604-931-2814
INFORMATION CIRCULAR (as at May 12, 2006 except as otherwise indicated)
SOLICITATION OF PROXIES
This information circular (the “Circular”) is provided in connection with the solicitation of proxies by the management of Getty Copper Inc. (the “Company”). The form of proxy which accompanies this Circular (the “Proxy”) is for use at the annual and extraordinary meeting of the shareholders of the Company to be held on June 12, 2006 (the “Meeting”), at the time and place and for the purposes set out in the accompanying notice of meeting (the “Notice of Meeting”).
In this Information Circular, references to the “Company”, “we” and “our” refer to Getty Copper Inc. “Common Shares” means common shares in the capital of the Company. “Beneficial Shareholders” means shareholders who do not hold the Common Shares in their own name and “Intermediaries” refers to brokers, investment firms, clearing houses and similar entities that hold securities on behalf of Beneficial Shareholders.
The Company will bear the cost of this solicitation. The solicitation will be made by mail, but may also be made by telephone. We have arranged for intermediaries to forward the meeting materials to beneficial owners of the Common Shares held of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.
APPOINTMENT AND REVOCATION OF PROXY
The individuals named in the accompanying form of proxy (the “Proxy”) are directors and/or officers of the Company. A shareholder who wishes to appoint some other person, who need not be a shareholder, to attend and act for you and on your behalf at the Meeting may do so by striking out the printed name and inserting the desired person's name in the blank space provided. The completed Proxy should be delivered as per the instructions on the proxy by the close of business on June 8, 2006 (or before 48 hours, excluding Saturdays, Sundays and holidays before any adjournment of the Meeting at which the Proxy is to be used).
The Proxy may be revoked by a registered shareholder by:
(a)
signing a proxy with a later date and delivering it at the time and place noted above;
(b)
signing and dating a written notice of revocation and delivering it at the time and to the place noted above; or
(c)
attending the Meeting or any adjournment of the Meeting and registering with the scrutineer as a shareholder present in person.
A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.
The only methods by which you may appoint a person as proxy are submitting a proxy by mail, hand delivery or fax.
Provisions Relating to Voting of Proxies
The shares represented by proxy in the enclosed form will be voted or withheld from voting by the designated holder (proxyholder) in accordance with the direction of the shareholder appointing him. If there is no direction by the shareholder, those shares will be voted for all proposals set out in the Proxy and for the election of directors and the appointment of the auditors as set out in this Circular. The Proxy gives the person named in it the discretion to vote as they see fit on any amendments or variations to matters identified in the Notice of Meeting, or any other matters which may properly come before the Meeting. At the time of printing of this Circular, the management of the Company knows of no other matters which may come before the Meeting other than those referred to in the Notice of Meeting.
Beneficial (Non-Registered) Holders
Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered” shareholders because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. A person is not a registered shareholder (a “Non-Registered Holder”) in respect of shares which are held either: (a) in the name of an Intermediary that the Non-Registered Holder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP’s, RRIF’s, RESP’s and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securiti es Limited), of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Company has distributed copies of the Notice of Meeting, this Circular and the Proxy (collectively, the “Meeting Materials”) to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders. Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them.
Intermediaries will frequently use service companies to forward the Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either:
(a)
be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Holder and must be completed, but not signed, by the Non-Registered Holder and deposited with our transfer agent, Computershare Trust Company of Canada, (“Computershare”); or
(b)
more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow.
In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the shares which they beneficially own. Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the Management Proxyholder named in the form and insert the Non-Registered Holder’s name in the blank space provided. Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the Proxy or proxy authorization form is to be delivered.
Alternatively, you can request, in writing, that your broker send you a legal proxy, which would enable you, or a person designated by you, to attend at the Meeting and vote your Common Shares.
Financial Statements
The audited financial statements of the Company for the year ended December 31, 2005, together with the auditor’s report on those statements(the “Financial Statements”), will be presented to the shareholders at the Meeting. The Financial Statements are being mailed with this Circular to the shareholders of record.
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON
No director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year end of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors, the appointment of the auditor and as set out herein.
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES
As at the date of the accompanying Notice of Meeting, the Company’s had 39,078,657 Common Shares issued and outstanding. All Common Shares of the Company carry the right to one vote. No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares.
The board of directors (the “Board”) of the Company has fixed May 5, 2006 as the record date (the “Record Date”) for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record date who either attend the Meeting personally or complete, sign, and deliver a Proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Share voted at the Meeting.
To the knowledge of the directors and executive officers of the Company, as of the date of this Circular, the following persons beneficially own, directly or indirectly, or exercise control or direction over, more than 10% of the issued and outstanding common shares of the Company:
Member
Number of Shares
Percentage of Issued Capital
John Lepinski
10,919,196
27.94%
CDS&Co., Canada(1)
25,760,333
65.91%
(1)
The beneficial owners of common shares held by depositories are not known to the directors or executive officers of the Company.
(2)
The above information was supplied to the Company by the shareholders and from the insider reports available atwww.sedi.ca.
VOTES NECESSARY TO PASS RESOLUTIONS
A simple majority of affirmative votes at the Meeting is required to pass the resolutions described herein except. If there are more nominees for election as directors or appointment of the Company’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.
ELECTION OF DIRECTORS
The directors of the Company are elected annually and hold office until the next annual general meeting of the shareholders or until their successors are elected or appointed. The number of directors on the board of directors of the Company is currently set at seven. The Board proposes that the number of directors remain at seven. The term of office of each of the current directors will end at the conclusion of the Meeting. Unless the director’s office is earlier vacated in accordance with the Canada Business Corporations Act (“CBCA”), each director elected will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is selected. The management of the Company proposes to nominate the persons listed below for election as directors of the Company to serve until their successors are elected or ap pointed. In the absence of instructions to the contrary, Proxies given pursuant to the solicitation by the management of the Company will be voted for the nominees listed in this Circular. Management does not contemplate that any of the nominees will be unable to serve as a director.
The following table sets out the names of the nominees for election as directors, the offices they hold within the Company, their occupations, the length of time they have served as directors of the Company, and the number of shares of the Company and its subsidiaries which each beneficially owns, directly or indirectly, or over which control or direction is exercised, as of the date of this Circular:
Name, province or state and country of residence and positions, current and former, if any, held in the Company
Principal occupation for last five years
Served as director since
Number of common shares beneficially owned, directly or indirectly, or controlled or directed at present(1)
Jean Jacques Treyvaud(2)(3) Ste Elisabeth, Quebec Canada President and Director
Consultant and Financier
September 18, 1996
50,000 shares
30,000 warrants
Donald R. Willoughby (3) Vancouver, British Columbia, Canada CFO and Director
Chartered Accountant, President, D.R. Willoughby Inc., a corporate partner of Cinnamon Jang Willoughby & Co., Chartered Accountants
June 30, 1992
270,000 shares
John M. Parks (3) North Vancouver, British Columbia, Canada Secretary and Director
Lawyer
November 26, 2004
425,000 shares
200,000 warrants
John Lepinski(3)(4) Port Coquitlam, British Columbia, Canada ManagingDirector
Businessman
June 30, 1992
15,721,860 shares 3,585,000 warrants
Charles M. Mitchell(2) Edmonton, Alberta, Canada Director
Lawyer, Corporate Counsel for Alpine Mortgage Corp.
November 26, 2004
Nil
Edward Leung(2) Vancouver, British Columbia, Canada Director
CGA, Controller for Quality Management Ltd.
January 26, 2005
Nil
Corby G. Anderson West Vancouver, British Columbia, CanadaDirector
PhD.,CEng, FIChemE Director and Principal Process Engineer, Center for Advanced Mineral & Metallurgical Processing, Butte, Montana, USA
Proposed
Nil
Notes:
(1)
The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective directors themselves.
(2) Member of the Company’s audit committee.
(3)
Member of the Company’s executive committee
(4) Comprised of 10,919,196 shares and 1,575,000 warrants beneficially owned and 4,802,664 shares and 2,010,000 warrants beneficially owned by associates or affiliates, none of whom own 10% of the Company’s outstanding shares.
No proposed director is being elected under any arrangement or understanding between the proposed director and any other person or company except the directors and executive officers of the Company acting solely in such capacity.
Corporate Cease Trade Orders or Bankruptcies
No director of the Company is, or within the ten years prior to the date of this Circular has been, a director or executive officer of any company, including the Company, that while that person was acting in that capacity:
(a)
Except for an approximately 30 day trading halt in connection with resolving disclosure matters pertaining to a 2004 review of a 2002/2003 related party transaction described under the heading "Interest of management in Material Transactions", the Company has not been subject to any halt or cease trade orders"
(b)
was subject to an event that resulted, after the director ceased to be a director or executive officer of the company being the subject of a cease trade order 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
(c)
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.
EXECUTIVE COMPENSATION
Named Executive Officers
For the purposes of this Information Circular, “Named Executive Officer” of the Company means:
(a)
the Company’s Chief Executive Officer;
(b)
the Company’s Chief Financial Officer;
(c)
each of the Company’s three most highly compensated executive officers, other than the Chief Executive Officer and Chief Financial Officer, who were serving as executive officers at the end of the most recently completed financial year and whose total salary and bonus exceeds $150,000, and
(d)
any additional individuals for whom disclosure would have been provided under (c) except that the individual was not serving as an officer of the Company at the end of the most recently completed financial year-end.
As at December 31, 2005, the end of the most recently completed financial year of the Company, the Company had two Named Executive Officers, namely, Jean Jacques Treyvaud, and President and Donald R. Willoughby, the Chief Financial Officer
Summary Compensation Table
Annual Compensation
Long Term Compensation
Awards
Payouts
Name and Principal Position
Year
Salary ($)
Bonus ($)
Other Annual Compen-sation ($)
Securities Under Options/SARs Granted (#)(1)
Shares or Units Subject to Resale Restrictions ($)
Long Term Incentive Plan Payouts ($)
All Other Compen-sation ($)
Jean Jacques Treyvaud President
2005
Nil
Nil
Nil
350,000
Nil
Nil
$2,800
Donald R Willoughby CFO
2005
Nil
Nil
Nil
350,000
Nil
Nil
$36,691l
Notes:
As no SARs have been granted, all references are to incentive stock options.
Long-Term Incentive Plan Awards
The Company has no Long-Term Plan in place and therefore there were no awards made under any long-term incentive plan to the Named Executive Officers during the Company’s most recently completed financial year. Long term incentive plan awards (“LTIP”) means “a plan providing compensation intended to motivate performance over a period greater than one financial year”. LTIP awards do not include option or SAR plans or plans for compensation through shares or units that are subject to restrictions on resale.
Options and Stock Appreciation Rights (SARs)
The Company granted stock options under the Stock Option Plan as set out below. The Company did not grant stock options as SARs during the most recently completed financial to the Named Executive Officers.
In April 2005, the Company repriced the outstanding share options exercisable at $0.61 per share to be exercisable at $0.15 per share until April 15, 2006; thence $0.20 per share until April 15, 2007; and thence $0.25 per share until April 15, 2008. The TSX Venture Exchange approved the repricing as did the shareholders at the 2005 annual general meeting.
No stock options or SARs were exercised during the Company’s most recently completed financial year by the Named Executive Officers. The financial year-end value of unexercised options or SARs on an aggregated basis is as follows:
Aggregate option/SAR exercises during the most recently completed financial year and financial year-end option/SAR values
Name
Securities Acquired on Exercise (#)
Aggregate Value Realized(1) ($)
Unexercised Options/SARs at [year end]
Value of Unexercised in-the-Money Options/SARs at [year end](2)
Exercisable (#)
Unexercisable (#)
Exercisable ($)
Unexercisable ($)
Jean Jacques Treyvaud
Nil
N/A
350,000
Nil
Nil
Nil
Don Willoughby
Nil
N/A
350,000
Nil
Nil
Nil
Notes:
(1)
“Aggregate Value Realized” is calculated by determining the difference between the market value of the securities underlying the options or SARs at the date referred to and the exercise price of the options or SARs and is not necessarily indicative of the value (i.e. loss or gain) actually realized by the Named Executive Officers.
(2)
“in-the-Money Options” means the excess of the market value of the Company’s shares on December 31, 2005 over the exercise price of the options.
Termination of Employment, Change in Responsibilities and Employment Contracts
The Company has no employment contracts with its Named Executive Officers except that Freeway Properties Inc., a company controlled by director John Lepinski, receives $2.500 per month pursuant to a management agreement
The Company has no compensatory plan, contract or arrangement where a Named Executive Officer is entitled to receive more than $100,000 (including periodic payments or instalments) to compensate such executive officer in the event of resignation, retirement or other termination of the Named Executive Officer’s employment with the Company or its subsidiaries, a change of control of the Company or its subsidiaries, or a change in responsibilities of the Named Executive Officer following a change in control.
Compensation of Directors
The Company has no arrangement pursuant which directors are compensated by the Company for their services in their capacity as directors except for the granting from time to time of incentive stock options in accordance with the policies of the TSX Venture Exchange.
The following directors received options under Company’s Stock Option Plan in their capacity as a director during the financial year ended December 31, 2005:
Option Holder
Date Of Grant
Number of Shares
Exercise Price
Expiry Date
Jean-Jacques Treyvaud
April 21, 2005
250,000
$0.20 ($0.25)1
April. 14, 2008
Donald Willoughby
April 21, 2005
150,000
$0.20 ($0.25)1
April. 14, 2008
John M Parks
April 21, 2005
250,000
$0.20 ($0.25)1
April. 14, 2008
Charles Mitchell
April 21, 2005
200,000
$0.20 ($0.25)1
April 14, 2008
Ed Leung
April 21, 2005
200,000
$0.20 ($0.25)1
April 14, 2008
David Shaw
May 6, 2005
200,000
$0.20 ($0.25)1
April 14, 2008
Total
1,250,000
1exercisable at $0.15 per share until April 15, 2006; thence $0.20 per share until April 15, 2007; and thence $0.25 per share until April 15, 2008
In addition, director John M. Parks received 800,000 share options as part of his agreed fee structure to provide legal services to the Company. These share are exercisable at $0.15 per share until April 15, 2006; thence $0.20 per share until April 15, 2007; and thence $0.25 per share until April 15, 2008.
EQUITY COMPENSATION PLAN INFORMATION
The Company has implemented a stock option plan dated December 9, 2002. Under the Plan, the board of directors is authorized to grant incentive stock options to certain directors, senior officers, employees and consultants of the Company entitling them to purchase common shares. The purpose of the Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified directors, officers, consultants and employees, to reward those persons from time to time for their contributions toward the long-term goals of the Company, and to enable and encourage such directors, officers, consultants and employees to acquire common shares as long-term investments. The stock option plan is administered by the Company’s Secretary at the direction of the board of directors.
The following table sets out those securities of the Company which have been authorized for issuance under equity compensation plans and are outstanding as of the end of the Company’s most recently completed financial year:
Plan Category
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
Weighted-average exercise price of outstanding options, warrants and rights
(b)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
Equity compensation plans approved by the security holders
3,345,231
$0.225
495,231
Equity compensation plans not approved by the security holders
Nil
N/A
Nil
Total
3,345,231
$0.225
495,231
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
None of the current or former directors, executive officers, employees of the Company or its subsidiaries, the proposed nominees for election to the board of directors of the Company, or their respective associates or affiliates, are or have been indebted to the Company or its subsidiaries since the beginning of the last completed financial year of the Company.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director or executive officer of the Company or any proposed nominee of management of the Company for election as a director of the Company, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, since the beginning of the Company’s last financial year in matters to be acted upon at the Meeting, other than the election of directors or the appointment of auditors and the re-pricing of outstanding stock options.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
None of the persons who were directors or executive officers of the Company at any time during the Company's last financial year, the proposed nominees for election to the board of directors of the Company, any person or company who beneficially owns, directly or indirectly, or who exercises control or direction over (or a combination of both) more than 10% of the issued and outstanding common shares of the Company, nor any associate or affiliate of those persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors and the appointment of the auditor, except as follows.
In 2002 directors of the Company requested that Robak Industries Ltd. (“Robak”), a company controlled by director John Lepinski, agree to supersede an existing 1995 option granted by Robak which required the Company to spend $5M in order for it to earn a 50% interest in the Getty South. This request was made because the Company was about to lose its interest in Getty South due to an inability to fund the required expenditures. Accordingly, an agreement was negotiated for Robak to sell a 50% interest in Getty South and some nearby claims owned by Robak for 6 million shares valued at $0.20 each. A valuation was obtained from Ross Glanville (“Glanville”) and publicly filed (atWWW.SEDAR.com February 13th, 2003) which put a value of $2.5M on 50% of Getty South and $500K on the other claims included in the deal. To resolve potential conflicts of interest that would be inherent in an on-going 50:50 joint venture, Robak agreed to cede control of its 50% of Getty South to Getty on the basis that Getty would not request any contributions from Robak for exploration and development costs (that is Robak would be “carried”). The carried interest agreement provided that Getty was to recoup 100% of any carried costs (plus interest thereon) from 80% of production income from any commercial mining operations which developed on Getty South. The determination as to when or whether to make any expenditures or commence mining was solely that of Getty. Shareholders approved the transaction be an overwhelming majority in a December, 2002 extraordinary general meeting (information filed at SEDAR, November 13, 2002).
In 2004, the Company approached Robak with the intention of acquiring the remaining 50% of Getty South. However, certain former directors, including certain of whom are close business associates of large shareholders who had attended the shareholders’ meeting and voted for the transaction, requested a legal review of the transaction because Glanville subsequently advised them that he believed that at the time he prepared his 2002 valuation he had not been provided with certain 1997 geological data on the Getty South which data in Glanville’s view raised questions about the certainty of the inferred copper resource on Getty South and, as well, Glanville was unaware of the agreement as to the terms of the carried interest both of which factors caused him to be of the view that the value of the 50% portion purchased by the Company was actually significantly lower than estimated in his original report. The Company immediately consulted independent geologists and legal counsel who wrote the Board and regulatory authorities letters confirming that in their view Glanville was mistaken. The former directors also complained to regulatory and law enforcement agencies causing an on-going investigation into the transaction that has resulted in significant uncertainty for Robak, the Company and others. The outcome of this investigation is not resolved as of the date hereof. However, the Company has initiated a lawsuit in the Supreme Court of British Columbia against former directors Robert Gardner and Vittorio Preto as well as Glanville for breach of duty owed to the Company. In addition, the Company has initiated a lawsuit in the Supreme Court of British Columbia against the law firm of Blake Cassels & Grayden, LLP alleging breach of fiduciary duty as a result of their actions initiated by former director, Robert Gardner.
The complaining directors resigned from the board upon Robak and Mr Lepinski commencing a legal action against them in connection with their actions. The Board subsequently formed an independent review committee that has retained additional legal and geological expertise with a view to further reviewing the matter and resolving a course of action for the Board that may involve a recommendation to confirm the 2002 transaction or to amend it. To date the Board has seen nothing, which would suggest the Getty South acquisition, should be rescinded altogether. Any recommendation will be subject to Robak’s agreement or its preparedness to legally dispute the recommendation and Robak has retained its own counsel in the matter. The Board believes the report of the independent committee will be finalized in the second quarter of 2006.
The Company expects that further indemnification claims will be presented by existing directors as a result of the ongoing litigation. Assuming that the Company accepts responsibility for all or part of those claims, the Company’s legal costs will be significantly impacted. The Company has claimed any potential indemnification claims as part of the damages claimed in its Counter Claim against Messrs. Gardner, Preto and Glanville, as well as, in its lawsuit against Blake Cassels & Greydon..
In May 2005, (information filed at SEDAR, May 13, 2005) director John Lepinski acquired 550,000 units of a private placement through his holding companies, Freeway Properties Inc. and John B Pub Ltd.. Each unit, sold at a price of $0.15, comprised of one common share of the Company and one common share purchase warrant, entitling the holder to purchase one additional common share of the Company for a period of two years at a price of $0.20 in the first year and $0.25 in the second year. No finder’s fees or commissions were paid. The securities were subject to a four-month hold period that expired August 12, 2005. In January 2006, (information filed at SEDAR, January 18, 2006) director John Lepinski acquired 1,050,000 units of a private placement through his holding company, John B. Pub Ltd. Each unit sold at a price of $0.10, comprised of one common share of the Company and one-ha lf warrant entitling the holder to purchase and additional share with each two half-warrants for a period of one year at a price of $0.125 in the first six months and $0.15 in the second six months. No finder’s fees or commissions were paid. The securities are subject to a four-month hold period that expires May 16, 2006.
MANAGEMENT CONTRACTS
Except as noted above, no management functions of the Company or its subsidiaries are to any substantial degree performed by a person or company other than the directors or executive officers of the Company or its subsidiaries.
APPOINTMENT OF AUDITOR
Appointment of Auditor
The management of the Company intends to nominate De Visser Gray, Chartered Accountants, for re-appointment as auditor of the Company. Forms of proxy given pursuant to the solicitation by the management of the Company will, on any poll, be voted as directed and, if there is no direction, for the re-appointment of De Visser Gray, Chartered Accountants, as auditor of the Company to hold office until the close of the next annual general meeting of the Company, at a remuneration to be fixed by the directors. De Visser Gray, Chartered Accountants, was first appointed as auditor of the Company by the directors on February 28, 2005. Davidson & Company, Chartered Accountants, are the former auditors of the Corporation and resigned as auditors of the Company of their own initiative effective December 10, 2004.
AUDIT COMMITTEE
The Company is required to have an audit committee comprised of not less than three directors, a majority of whom are not officers, control persons or employees of the Company or an affiliate of the Company. The Company's current audit committee consists of Edward Leung CGA, Chair, David Shaw, PhD, and Chad Mitchell, LLB.
Audit Committee Charter
The text of the audit committee’s charter is attached as Appendix “1” to this Circular.
Independence
Multilateral Instrument 52-110Audit Committees, (“MI 52-110”) provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the issuer, which could, in the view of the issuer’s board of directors, reasonably interfere with the exercise of the member’s independent judgment.
Edward Leung CGA, David Shaw, PhD. and Chad Mitchell, LLB are independent as that term is defined.
Financial Literacy
MI 52-110 provides that an individual is “financially literate” if he or she has 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 reasonably be expected to be raised by the Company’s financial statements.
All of the directors of the Company are financially literate as that term is defined.
The Company, a venture issuer, is relying on the exemption provided by section 6.1 of MI 52-110 as it pertains to composition of the Audit Committee.
Audit Committee Oversight
At no time since the commencement of the Company’s most recently completed financial year, was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the board of directors of the Company.
Reliance on Certain Exemptions
Since the commencement of the Company’s most recently completed financial year, the Company has not relied on:
(a)
the exemption in section 2.4 (De Minimis Non-audit Services) of MI 52-110; or
(b)
an exemption from MI 52-110, in whole or in part, granted under Part 8 (Exemptions).
Pre-Approval Policies and Procedures
The audit committee is authorized by the Board of Directors to review the performance of the Company’s external auditors and approve, in advance, provision of services other than auditing and to consider the independence of the external auditors, including a review of the range of services provided in the context of all consulting services bought by the Company.
Audit Fees
The following table sets forth the fees paid or accrued by the Company to DeVisser Gray, Chartered Accountants, for services rendered in the last two fiscal years:
2005
2004
Audit fees
$11,000
$11,000
Audit-related fees(1)
Nil
Nil
Tax fees(2)
Nil
Nil
All other fees
Nil
Nil
Total
$11,000
$11,000
Notes:
(1)
Assistance with interim financial statements.
(2)
Preparation of the Company’s tax return.
CORPORATE GOVERNANCE
In 2002, the TSX Venture Exchange adopted non-compulsory Guidelines for Improved Corporate Governance in Canada (the “TSX Guideline”) that requires certain Canadian incorporated listed companies to disclose their corporate governance practices with reference to the TSX Guidelines. Although the Company is not required to make the annual disclosure relating to corporate governance processes and practices under the policies of the TSX Venture Exchange, the Company’s board of directors believe that shareholders should be informed about the Company’s corporate governance process and practices so that they can make informed decisions and judgments about the Company’s management decisions. This disclosure is attached to this Information Circular as Appendix 2.
OTHER BUSINESS
It is not known whether any other matters will come before the Meeting other than those set forth above and in the Notice of Meeting, but if any other matters do arise, the person named in the Proxy intends to vote on any poll, in accordance with his or her best judgement, exercising discretionary authority with respect to amendments or variations of matters set forth in the Notice of Meeting and other matters which may properly come before the Meeting or any adjournment of the Meeting.
ADDITIONAL INFORMATION
Additional information relating to the Company may be found on SEDAR at www.sedar.com. A copy of the Company’s most recent annual financial statements to December 31, 2005, along with Management’s Discussion and Analysis thereon, accompanies this Circular. Additional financial information concerning the Company may be obtained by any security holder of the Company free of charge by contacting the Company at 604-931-3231.
BOARD APPROVAL
The contents of this Circular have been approved and its mailing authorized by the directors of the Company.
CERTIFICATE
Where information contained in this Information Circular, rests specifically within the knowledge of a person other than the Company, the Company has relied upon information furnished by such person. The foregoing contains no untrue statement of material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.
DATED at Vancouver, British Columbia, the 12th day of May, 2006.
ON BEHALF OF THE BOARD
“Jean Jacques Treyvaud”
“Donald Willoughby,”
Jean Jacques Treyvaud
Donald Willoughby
President and Director
Chief Financial Officer and Director
Appendix 1
GETTY COPPER INC.
AUDIT COMMITTEE CHARTER
PURPOSE
The purpose of the Audit Committee is to assist the Board of Directors’ oversight of the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements.
STRUCTURE AND MEMBERSHIP
Number. The Audit Committee shall consist of at least three members of the Board of Directors.
Independence. Except as otherwise permitted by the applicable TSX Venture Exchange Policies (“the Exchange Policies”), each member of the Audit Committee shall be independent as defined by the Exchange Policies. A member of the committee is independent if he or she has no direct or indirect relationship with the Company that could, in the view of the Company’s board of directors, reasonably interfere with the exercise of his or her independent judgment.
Financial Literacy. Each member of the Audit Committee must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flow statement, at the time of his or her appointment to the Audit Committee. In addition, at least one member must have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.
Chair. The Board of Directors shall elect the Chair of the Audit Committee.
Compensation. The compensation of Audit Committee members shall be as determined by the Board of Directors. No member of the Audit Committee may receive, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries, other than fees paid in his or her capacity as a member of the Board of Directors or a committee of the Board
Selection and Removal. Members of the Audit Committee shall be appointed by the Board of Directors. The Board of Directors may remove members of the Audit Committee from such committee, with or without cause.
AUTHORITY AND RESPONSIBILITIES
General The Audit Committee shall discharge its responsibilities, and shall assess the information provided by the Company’s management and the independent auditor, in accordance with its business judgment. Management is responsible for the preparation, presentation, and integrity of the Company’s financial statements and for the appropriateness of the accounting principles and reporting policies that are used by the Company. The independent auditors are responsible for auditing the Company’s financial statements and for reviewing the Company’s unaudited interim financial statements. The authority and responsibilities set forth in this Charter do not reflect or create any duty or obligation of the Audit Committee to plan or conduct any audit, to determine or certify that the Company’s financial statements are complete, accurate, fairly pr esented, or in accordance with generally accepted accounting principles or applicable law, or to guarantee the independent auditor’s report.
OVERSIGHT OF INDEPENDENT AUDITORS
Selection. The Audit Committee shall be solely and directly responsible for appointing, evaluating, retaining and, when necessary, terminating the engagement of the independent auditor. The Audit Committee may seek stockholder ratification of the independent auditor it appoints.
Independence. The Audit Committee shall take, or recommend that the full Board of Directors take, appropriate action to oversee the independence of the independent auditor. In connection with this responsibility, the Audit Committee shall obtain and review a formal written statement from the independent auditor describing all relationships between the auditor and the Company. The Audit Committee shall meet privately at least once per year with the independent auditor and shall actively engage in dialogue with the auditor concerning any disclosed relationships or services that might impact the objectivity and independence of the auditor.
Compensation. The Audit Committee shall have sole and direct responsibility for setting the compensation of the independent auditor. The Audit Committee is empowered, without further action by the Board of Directors, to cause the Company to pay the compensation of the independent auditor established by the Audit Committee.
Preapproval of Services. The Audit Committee shall preapprove all audit services to be provided to the Company, whether provided by the principal auditor or other firms, and all other services (review, attest and non-audit) to be provided to the Company by the independent auditor; provided, however, that de minimis non-audit services may instead be approved in accordance with applicable Exchange Policies.
Oversight. The independent auditor shall report directly to the Audit Committee, and the Audit Committee shall have sole and direct responsibility for overseeing the work of the independent auditor, including resolution of disagreements between Company management and the independent auditor regarding financial reporting. In connection with its oversight role, the Audit Committee shall, from time to time as appropriate, receive and consider the reports required to be made by the independent auditor regarding:
·
critical accounting policies and practices;
·
alternative treatments within generally accepted accounting principles for policies and practices related to material items that have been discussed with Company management, including ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and
·
other material written communications between the independent auditor and Company management.
AUDITED FINANCIAL STATEMENTS
Review and Discussion. The Audit Committee shall review and discuss with the Company’s management and independent auditor the Company’s audited financial statements, including the notes to the financial statements.
Recommendation to Board Regarding Financial Statements. The Audit Committee shall consider whether it will recommend to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 20-F.
Audit Committee Report. The Audit Committee shall prepare an annual committee report for inclusion where necessary in the proxy statement of the Company relating to its annual meeting of security holders.
CONTROLS AND PROCEDURES
Oversight. The Audit Committee shall coordinate the Board of Directors’ oversight of the Company’s internal control over financial reporting, disclosure controls and procedures and code of conduct. The Audit Committee may request to receive and review the reports of the CEO and CFO required by the Exchange Policies.
Procedures for Complaints. The Audit Committee shall establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
Related-Party Transactions. The Audit Committee shall review all related party transactions on an ongoing basis, and the Audit Committee must approve all such transactions.
Additional Powers. The Audit Committee shall have such other duties as may be delegated from time to time by the Board of Directors.
PROCEDURES AND ADMINISTRATION
Meetings. The Audit Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Audit Committee may also act by unanimous written consent in lieu of a meeting. The Audit Committee shall periodically meet separately with: (i) the independent auditor; (ii) Company management and (iii) the Company’s internal auditors. The Audit Committee shall keep such records of its meetings, as it shall deem appropriate.
Subcommittees. The Audit Committee may form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member), as it deems appropriate from time to time under the circumstances. Any decision of a subcommittee to pre-approve audit, review, attest or non-audit services shall be presented to the full Audit Committee at its next scheduled meeting.
Charter. At least annually, the Audit Committee shall review and reassess the adequacy of this Charter and may recommend changes to the Board of Directors for approval.
Independent Advisors. The Audit Committee is authorized, without further action by the Board of Directors, to engage such independent legal, accounting and other advisors as it deems necessary or appropriate to carry out its responsibilities; PROVIDED HOWEVER in the event that the committee foresees that the cost of such activity will exceed its annual budget, the committee will first obtain the approval of the Nominating and Governance Committee. Such independent advisors may be the regular advisors to the Company. The Audit Committee is empowered, without further action by the Board of Directors, to cause the Company to pay the compensation of such advisors as established by the Audit Committee.
Investigations. The Audit Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Audit Committee or any advisors engaged by the Audit Committee.
Funding. The Audit Committee is empowered, without further action by the Board of Directors, to cause the Company to pay the ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out it duties.
CONTINUOUS DISCLOSURE REQUIREMENTS
At this time, due to the Company’s size and limited financial resources, the Secretary of the Company is responsible for ensuring that the Company’s reporting requirements are met and in compliance with all regulatory requirements.
Appendix 2
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
TSX Guidelines for Effective Corporate Governance
Getty Copper Inc. Corporate Governance Practices
(I)
The board of directors of every corporation should explicitly assume responsibility for the stewardship of the corporation and, as part of the overall stewardship responsibility, should assume responsibility for the following matters:
Yes
The mandate of the board is to supervise the management of the Company and to act in the best interests of the Company. The board approves all significant decisions that affect the Company before they are implemented. The board has adopted a Mission Statement and a Guideline for Corporate Governance, which can be obtained from the Company office.
(a) adoption of a strategic planning process
Yes
A strategic planning process is in place in which the board and management participate. The strategic plan is reviewed annually.
(b) the identification of the principal risks of the corporation’s business and ensuring the implementation of appropriate systems to manage these risks
Yes
The board, working with management, oversees identification and management of risks.
(c) succession planning, including appointing, training and monitoring senior management
Yes
The board has recognized the importance of recruiting an industry president for the Company. The Executive Committee has been mandated to assume this responsibility.
(d) a communications policy for the corporation
Yes
The board approves all the Company’s major communications, including annual and quarterly reports, financing documents and press releases. The board is informed of any material issue of concern to shareholders and provides direction as to the action that may be required.
(e) the integrity of the corporation’s internal control and management information systems.
Yes
The Audit Committee oversees this process and reports to the board.
Report of the Nominating and Corporate Governance Committee
TSX Guidelines for Effective Corporate Governance
Getty Copper Inc. Corporate Governance Practices
(2) The board of directors should be constituted with a majority of individuals who qualify as “unrelated” directors, (independent of management and free from conflicting interest.
Yes
Of the seven directors, three are unrelated; David A. Shaw, Chad Mitchell and Ed Leung. Don Willoughby, J.J. Treyvaud and John M. Parks are considered related because they are officers of the company. John Lepinski is a significant shareholder in the Company. All directors except John Lepinski are considered outside directors.
(3) The board of directors will assess and disclose on an annual basis i) whether the board of directors has a majority of unrelated directors and ii) the analysis of the application of the principles supporting this conclusion,
Yes
The majority of the directors are related to the Company. Except for John Lepinski and John Parks, none of the remaining directors work in the day-to-day operations of the Company, are party to any material contracts from the Company, or receive fees from the Company.
(4) The board of directors should appoint a committee of directors composed exclusively of outside, i.e. non-management, directors, a majority of whom are unrelated directors, with the responsibility for proposing to the full board new nominees to the board and for assessing directors on an ongoing basis.
Yes
The Nominating and Governance Committee, all members of which being outside directors, has been mandated this function.
(5) The board of directors should implement a process for assessing the effectiveness of the board of directors, its committees and the contribution of individual directors.
Yes
The Nominating and Governance Committee has been mandated this function.
(6) Every company should provide an orientation and education program for new recruits to the board of directors.
Yes
The board has directed the Secretary to develop a board orientation package for new members
(7) Every board of directors should examine its size and, with a view to determining the impact of the number upon effectiveness, undertake where appropriate, a program to reduce the number of directors to a number which facilitates more effective decision-making.
Yes
The Nominating and Corporate Governance Committee has been mandated this function. The board agreed to maintain the present compliment of seven directors as being appropriate for an exploration company of our size and stage of development.
Report of the Nominating and Corporate Governance Committee
TSX Guidelines for Effective Corporate Governance
Getty Copper Inc. Corporate Governance Practices
(8) The board of directors should review the adequacy and form of the compensation of directors and ensure the compensation realistically reflects the responsibilities and risk involved in being an effective director,
Yes
The Nominating and Corporate Governance Committee who has the mandate for this function has recommended, and the board has agreed, that directors should be granted 200,000 incentive stock options as compensation for their services and be reimbursed for any reasonable expenses incurred on Company business.
(9) Committees of the board of directors should generally be composed of outside directors, a majority of whom are unrelated directors, although some board committees, such as the executive committee, may include one or more inside directors.
All committees of the board are composed of a majority of outside directors.
(I0) The board of directors should expressly assume responsibility for, or assign to a committee of directors the general responsibility for, developing the company’s approach to governance issues. This committee would, amongst other things, be responsible for the corporations response to these governance guidelines,
Yes
The Nominating and Corporate Governance Committee monitors governance compliance and is responsible for thestatement of corporate governance practices included in this Information Circular.
(II) The board of directors, together with the CEO, should develop position descriptions for the board and for the CEO, involving the definition of the limits to management’s responsibilities. In addition, the board should approve or develop the corporate objectives which the CEO is responsible for meeting.
Yes
Position descriptions for the board and the CEO have not been developed. However, the board has adopted resolutions specifying those matters, which are within the responsibility of the Executive Committee and those, which must be approved by the board.
(12) The board of directors should have in place appropriate structures and procedures to ensure that the board of directors can function independently of management.
Yes
The board and committees of the board meet independently of management when needed and have the authority to engage independent advice.
(13)
The audit committee of the board of directors should be composed only of outside directors and should have i) specifically defined roles and responsibilities; ii) direct communication channels with the internal and external auditors and iii) oversight responsibility for management reporting on internal control.
Yes
The three person Audit Committee is composed of outside directors. The committee’s responsibilities are set out in its Charter, which is attached.
Report of the Nominating and corporate Governance Committee
TSX Guidelines for Effective Corporate Governance
Getty Copper Inc. Corporate Governance Practices
(14)
The board of directors should implement a system which enables an individual director to engage an outside adviser at the expense of the corporation
in appropriate circumstances.
Yes
Individual directors can retain independent advisors subject to the approval of the Nominating and Corporate Governance Committee.
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