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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the Month of MAY 2004
Commission File No.: 0-13966
MERCURY PARTNERS & COMPANY INC.
(Translation of Registrant's name into English)
SUITE 613, 375 WATER STREET, VANCOUVER, BRITISH COLUMBIA, CANADA V6B 5C6
(Address of principal executive office)
Indicate by check mark whether the Registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
[X] Form 20-F [ ] Form 40-F
Indicate by check mark if the Registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
-----
Indicate by check mark if the Registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
-----
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-_________________.
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MERCURY PARTNERS & COMPANY INC.
Notice of Annual And Special Meeting
and Management Proxy Circular
Time: Wednesday, June 30, 2004
at 8:00 a.m.
Place: Suite 613, 375 Water Street
Vancouver, British Columbia
V6B 5C6
- --------------------------------------------------------------------------------
MERCURY PARTNERS & COMPANY INC.
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 30, 2004
TO: The Shareholders of Mercury Partners & Company Inc.
NOTICE IS HEREBY GIVEN that the annual and special meeting of the shareholders
of Mercury Partners & Company Inc. (the "Corporation") will be held in
Vancouver, British Columbia, at Suite 613, 375 Water Street on Wednesday, the
30th day of June, 2004, at 8:00 a.m. (Vancouver time) (the "Meeting"), for the
following purposes:
1. To receive and consider the financial statements of the Corporation for
the financial year ended December 31, 2003, together with the report of the
auditors thereon;
2. To elect one Class II director of the Corporation;
3. To appoint auditors for the ensuing year and to authorize the directors
to fix the remuneration to be paid to the auditors for the ensuing year;
4. To consider and, if thought fit, to pass, with or without variation, a
special resolution in substantially the form of resolution 1 set out in Schedule
A to the management proxy circular relating to the Meeting (the "Proxy
Circular") approving the amendment to the Corporation's Articles to change of
the name of the Corporation from "Mercury Partners & Company Inc." to "Middle
Group Ventures Inc." or to such other name as determined by the directors and
that is acceptable to the Yukon Registrar of Corporations and the TSX Venture
Exchange and Paragraph 1 of the Articles of the Corporation shall be altered to
read as follows: "1. Name of Corporation: "Middle Group Ventures Inc."" or to
such other name as determined by the directors and that is acceptable to the
Yukon Registrar of Corporations and the TSX Venture Exchange. In addition, this
special resolution authorizes the directors to revoke such resolution prior to
it being acted upon without further approval of the shareholders of the
Corporation;
5. To consider and, if thought fit, to pass, with or without variation, a
special resolution in substantially the form of resolution 2 set out in Schedule
A to the Proxy Circular approving the reduction of the capital stock and deficit
accounts as maintained by the Corporation. In addition, this special resolution
authorizes the directors to revoke such resolution prior to it being acted upon
without further approval of the shareholders of the Corporation;
6. To consider and, if thought fit, to pass, with or without variation, an
ordinary resolution in substantially the form of resolution 3 set out in
Schedule A to the Proxy Circular approving, adopting and ratifying a stock
option plan for the Corporation in substantially the form presented to the
directors of the Corporation as described in the Proxy Circular; and
7. To transact such other business as may properly come before the Meeting
or any adjournments thereof.
Accompanying this notice of meeting is the Proxy Circular, a form of proxy and a
form whereby shareholders of the Corporation may request to be added to the
Corporation's supplemental mailing list.
Shareholders who are unable to attend the Meeting are requested to complete,
sign, date and return the enclosed form of proxy in accordance with the
instructions set out in the form of proxy and in the Proxy Circular accompanying
this notice of meeting. A proxy will not be valid unless it is deposited at the
office of Computershare Trust Company of Canada, Proxy Department, 100
University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, not less than 48 hours
(excluding Saturdays and holidays) before the time fixed for the Meeting or any
adjournments thereof.
DATED at Vancouver, British Columbia, this 18th day of May, 2004.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Tom S. Kusumoto
-------------------------------------------
Tom S. Kusumoto
President and Secretary
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IF YOU ARE A NON-REGISTERED SHAREHOLDER OF THE CORPORATION AND RECEIVE THESE
MATERIALS THROUGH YOUR BROKER OR THROUGH ANOTHER INTERMEDIARY, PLEASE COMPLETE
AND RETURN THE MATERIALS IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED TO YOU BY
YOUR BROKER OR BY THE OTHER INTERMEDIARY. FAILURE TO DO SO MAY RESULT IN YOUR
SHARES NOT BEING ELIGIBLE TO BE VOTED BY PROXY AT THE MEETING.
- --------------------------------------------------------------------------------
MERCURY PARTNERS & COMPANY INC.
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MANAGEMENT PROXY CIRCULAR
- --------------------------------------------------------------------------------
INFORMATION PROVIDED AS AT MAY 18, 2004 FOR THE ANNUAL AND SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON JUNE 30, 2004 (THE "MEETING").
- --------------------------------------------------------------------------------
THIS MANAGEMENT PROXY CIRCULAR (THE "PROXY CIRCULAR") IS FURNISHED IN CONNECTION
WITH THE SOLICITATION OF PROXIES BY MANAGEMENT OF MERCURY PARTNERS & COMPANY
INC. (THE "CORPORATION") FOR USE AT THE MEETING, AND AT ANY ADJOURNMENTS THEREOF
AT THE TIME AND PLACE AND FOR THE PURPOSES SET FORTH IN THE NOTICE OF MEETING
DATED MAY 18, 2004 (THE "NOTICE OF MEETING".)
It is expected that the solicitation will be primarily by mail. Proxies may
also be solicited personally by officers of the Corporation at nominal cost. The
cost of this solicitation will be borne by the Corporation. The Notice of
Meeting, form of proxy (the "Proxy") and this Proxy Circular will be mailed to
beneficial owners of common shares of the Corporation commencing on or about May
19, 2004. In this Proxy Circular, except where otherwise indicated, all dollar
amounts are expressed in Canadian currency.
RECORD DATE
The board of directors of the Corporation have set the close of business on May
17, 2004 as the record date (the "Record Date") for determining which
shareholders of the Corporation shall be entitled to receive notice of and to
vote at the Meeting. Advance notice of the record date for the Meeting was
published in The Globe and Mail on Monday, May 10, 2004. Only shareholders of
record as of the Record Date are entitled to receive notice of and to vote at
the Meeting, unless after the Record Date, a shareholder of record transfers its
common shares and the transferee (the "Transferee"), upon establishing that the
Transferee owns such common shares, requests in writing, at least 10 days prior
to the Meeting or any adjournments thereof, that the Transferee may have his or
her name included on the list of shareholders entitled to vote at the Meeting,
in which case the Transferee is entitled to vote such shares at the Meeting.
Such written request by the Transferee shall be filed with the Secretary of the
Corporation, Suite 613, 375 Water Street, Vancouver, British Columbia, V6B 5C6.
APPOINTMENT OF PROXYHOLDERS
The persons named in the accompanying Proxy as proxyholders are management's
representatives. A shareholder of the Corporation desiring to appoint some other
person (who need not be a shareholder of the Corporation) to represent him or
her at the Meeting may do so, either by striking out the printed names and
inserting the desired person's name in the blank space provided in the Proxy or
by completing another proper Proxy and, in either case, delivering the completed
Proxy to the office of Computershare Trust Company of Canada, Proxy Department,
100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, not less than 48
hours (excluding Saturdays and holidays) before the time fixed for the Meeting
or any adjournments thereof.
VOTING OF PROXIES
If the Proxy is completed, signed and delivered to the Corporation, the persons
named as proxyholders therein shall vote or withhold from voting the shares in
respect of which they are appointed as proxyholders at the Meeting, in
accordance with the instructions of the shareholder of the Corporation
appointing them, on any show of hands and or any ballot that may be called for
and, if the shareholder specifies a choice with respect to any matter to be
acted upon at the Meeting, the persons appointed as proxyholders shall vote
accordingly. The Proxy confers discretionary authority upon the persons named
therein with respect to all other matters which may properly come before the
Meeting or any adjournments thereof. As of the date of this Proxy Circular, the
board of directors of the Corporation knows of no such amendments, variations or
other matters to come before the Meeting, other than matters referred to in the
Notice of Meeting. However, if other matters should properly come before the
Meeting, the Proxy will be voted on such matters in accordance with the best
judgment of the person or persons voting the Proxy.
2
IF NO CHOICE IS SPECIFIED BY A SHAREHOLDER OF THE CORPORATION WITH RESPECT TO
ANY MATTER IDENTIFIED IN THE PROXY OR ANY AMENDMENT OR VARIATION TO SUCH MATTER,
IT IS INTENDED THAT THE PERSON DESIGNATED BY MANAGEMENT IN THE PROXY WILL VOTE
THE SHARES REPRESENTED THEREBY IN FAVOUR OF SUCH MATTER.
NON-REGISTERED HOLDERS
ONLY REGISTERED SHAREHOLDERS OR DULY APPOINTED PROXYHOLDERS ARE PERMITTED TO
VOTE AT THE MEETING. MOST SHAREHOLDERS OF THE CORPORATION 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. More particularly, a person is not a
registered shareholder in respect of shares which are held on behalf of that
person (the "Non-Registered Holder") but which are registered either: (a) in the
name of an intermediary (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 RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of
a depository (such as The Canadian Depository for Securities Limited ("CDS")) of
which the Intermediary is a participant. In accordance with the requirements of
applicable securities laws, the Corporation has distributed copies of the Notice
of Meeting, this Proxy Circular, the Proxy and a supplemental mailing list
return card (collectively, the "Meeting Materials") to the depositories 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.
Very often, Intermediaries will 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 but
which is otherwise not completed. Because the Intermediary has already signed
the form of proxy, this form of proxy is not required to be signed by the
Non-Registered Holder when submitting the proxy. In this case, the
Non-Registered Holder who wishes to submit a proxy should otherwise properly
complete the form of proxy and deliver it to the offices of the Corporation; 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 (often called a "proxy authorization form")
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 proxyholders and insert the Non-Registered Holder's name in the blank
space provided, or in the case of a proxy authorization form, follow the
corresponding instructions on the form. IN EITHER CASE, 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.
REVOCABILITY OF PROXY
Any shareholder of the Corporation returning the enclosed Proxy may revoke the
same at any time insofar as it has not been exercised. In addition to revocation
in any other manner permitted by law, a Proxy may be revoked by instrument in
writing executed by the shareholder or by his attorney authorized in writing or,
if the shareholder is a corporation, under its corporate seal or by an officer
or attorney thereof duly authorized, and deposited at the registered office of
the Corporation, at any time up to and including the last business day preceding
the day of the Meeting, or any adjournment thereof, or with the chairperson of
the Meeting prior to the commencement of the Meeting.
3
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
The Corporation's authorized capital consists of an unlimited number of common
shares without nominal or par value and an unlimited number of Class A preferred
shares having the preferences, rights, conditions, restrictions, limitations and
prohibitions as set forth in the Corporation's Articles. As at May 17, 2004,
there were a total of 8,183,733 common shares of the Corporation outstanding.
Each common share entitles the holder thereof to one vote.
To the knowledge of the directors and senior officers of the Corporation, no
person beneficially owns, directly or indirectly, or exercises control or
direction over, shares carrying more than 10% of the votes attached to the
issued and outstanding common shares of the Corporation.
ELECTION OF DIRECTORS
The Corporation's Articles provide for three classes of directors with staggered
terms. Each director holds office until the expiry of his term or until his
successor is elected or appointed, unless his office is earlier vacated in
accordance with the Bylaws of the Corporation or with the provisions of the
Business Corporations Act (Yukon). At each annual meeting of the Corporation, a
class of directors is elected to hold office for a three year term. Successors
to the class of directors whose terms expire are identified as being of the same
class as the directors they succeed and are elected to hold office for a term
expiring at the third succeeding annual meeting of shareholders of the
Corporation. A director appointed or elected to fill a vacancy on the board of
directors holds office for the unexpired term of his predecessor. At the
Meeting, shareholders of the Corporation will be called upon to elect one Class
II director. Greg MacRae (the "nominee"), is to be elected as a Class II
director to serve for a term of three years until the annual meeting of
shareholders of the Corporation for the year 2006, to be held in the year 2007.
While management does not contemplate that any of the nominees will be unable to
serve as a director, if, prior to the Meeting, any vacancies occur in the slate
of such nominees for any reason, the management representatives designated in
the Proxy solicited in respect of the Meeting shall have the discretionary
authority to vote for the election of any other person or persons as directors.
Proxies received by the directors on which no designation is made will be voted
for the management nominees for election as directors or any substitute nominees
thereof as may be determined by management, if necessary. Tom S. Kusumoto, a
Class III director, has one year remaining in his term as a director of the
Corporation, which expires at the 2004 annual meeting of shareholders of the
Corporation, to be held in the year 2005. Alex W. Blodgett has 2 years remaining
in his term as a director of the Corporation, which term expires at the 2005
annual meeting of shareholders of the Corporation, to be held in the year 2006.
The following table and notes thereto states the name of each person proposed to
be nominated by management for election as a director and each director of the
Corporation whose term will continue after the Meeting, all offices of the
Corporation now held by him, his principal occupation, the period of time for
which he has been a director of the Corporation, and the number of common shares
of the Corporation beneficially owned by him, directly or indirectly, or over
which he exercises control or direction, as at the date hereof.
4
APPROXIMATE NUMBER
OF SHARES BENEFICIALLY
Name and Present OWNED, DIRECTLY OR
Position With INDIRECTLY, AS OF THE
the Corporation PRINCIPAL OCCUPATION DIRECTOR SINCE DATE HEREOF
- ---------------- -------------------- -------------- ----------------------
Tom S. Kusumoto(1) President, Secretary and Director 1998 552,490(2)
President, Secretary of Mercury Partners & Company Inc.,
and Director North Group Limited; Director and
President of Pacific Northwest
Partners Limited; Director,
Wavefire.com Inc.
Greg MacRae(1) President of CSI Capital Solutions 1998 Nil
Director Inc.; Director of North Group
Limited, Mercury Partners & Company
Inc.; Director and Secretary of
Pacific Northwest Partners Limited;
Director of LML Payment of Systems
Inc.
Alex W. Blodgett(1) President of Call Genie Inc.; 1998 Nil
Director of Mercury Partners &
Company Inc., North Group Limited,
Pacific Northwest Partners Limited;
formerly: Independent Corporate
Finance Consultant; Vice-President,
Oxford Bancorp Inc.; Partner, Gordon
Capital Corporation; Vice-President of
Corporate Finance, Bankers Trust Company
(1) Member of the Audit Committee.
(2) The shares are held by Geko Bank Corp. a company wholly owned by Tom S.
Kusumoto.
The Corporation does not have an executive committee of the board of directors.
STATEMENT OF EXECUTIVE COMPENSATION
Pursuant to applicable securities legislation, the Corporation is required to
provide a summary of all annual and long term compensation for services in all
capacities to the Corporation and its subsidiaries for the three most recently
completed financial years in respect of the individuals comprised of the Chief
Executive Officer and the other four most highly compensated executive officers
of the Corporation whose individual total compensation for the most recently
completed financial year exceed $100,000 and any individual who would have
satisfied these criteria but for the fact that the individual was not serving as
such an officer at the end of the most recently completed financial year (the
"Named Executive Officers").
However, no Named Executive Officers of the Corporation received a combined
salary and bonus in excess of $100,000 in any of the three most recently
completed fiscal years of the Corporation. Set below is a summary of
compensation paid during each of the three most recently completed financial
years of the Corporation to its President.
5
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
------------------- ------------------------------------------
Awards Payouts
------------------------------------------
Securities
Name Year Under Options/ Restricted
And Ended SARS(1) Shares or LTIP(2) All Other
Principal December Salary Bonus Granted Share Units Payouts Compensation
Position 31 ($) ($) (#) ($) ($) ($)
- --------- -------- ------ ----- -------------- ----------- ------- ------------
Tom S. Kusumoto 2003 Nil Nil Nil Nil Nil NIL
President 2002 Nil Nil Nil Nil Nil NIL
and Secretary 2001 60,000(3) Nil Nil Nil Nil NIL
(1) Stock appreciation rights.
(2) Long-term incentive plan.
(3) Paid as fees to Geko Bank Corp., a company wholly-owned by Tom S.
Kusumoto.
LONG TERM INCENTIVE PLAN ("LTIP") AWARDS
The Corporation did not have an LTIP, pursuant to which cash or non-cash
compensation intended to serve as an incentive for performance (whereby
performance is measured by reference to financial performance or the price of
the Corporation's securities) was paid or distributed to the Named Executive
Officers, during the most recently completed financial year.
OPTION/STOCK APPRECIATION RIGHTS ("SAR") GRANTS DURING THE MOST RECENTLY
COMPLETED FINANCIAL YEAR
There were no option/SAR grants during the most recently completed financial
year.
AGGREGATED OPTION/SAR EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL
YEAR
The Named Executive Officers did not exercise any options/SARs in respect of the
common shares of the Corporation during the most recently completed financial
year.
TERMINATION OF EMPLOYMENT, CHANGE IN RESPONSIBILITY AND EMPLOYMENT CONTRACTS
Neither the Corporation, nor any of its subsidiaries, has had or has an
employment contract with any Named Executive Officer in the Corporation's most
recently completed or current financial year. The Corporation has no
compensatory plan or arrangement with respect to a Named Executive Officer in
the Corporation's most recently completed or current financial year to
compensate such executive officers in the event of the termination of employment
(resignation, retirement) or in the event of a change in responsibilities
following a change in control, where in respect of the Named Executive Officer
the value of such compensation exceeds $100,000.
COMPENSATION OF DIRECTORS
The Corporation has no arrangements, standard or otherwise, pursuant to which
directors are compensated by the Corporation for their services in their
capacity as directors, or for committee participation, involvement in special
assignments or for services as a consultant or an expert during the most
recently completed financial year or subsequently, up to and including the date
of this Proxy Circular. The directors are, however, reimbursed for expenses
incurred in connection with their services as directors.
The Corporation does not currently have a formalized stock option plan for the
granting of incentive stock options to the officers, employees and directors and
did not grant stock options to the directors during the most recently completed
financial year.
6
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS
No individual who is or was a director, executive officer or senior officer of
the Corporation, any proposed nominee for election as a director of the
Corporation or any associate of such director or officer, is or was, at the end
of the most recently completed financial year, indebted to the Corporation or
any of its subsidiaries since the beginning of the most recently completed
financial year of the Corporation, or is or has been indebted to another entity
that is or has been the subject of a guarantee, support agreement, letter of
credit or other similar arrangement or understanding provided by Corporation or
any of its subsidiaries during that period.
MANAGEMENT CONTRACTS
To the best of the knowledge of the directors and officers of the Corporation,
management functions of the Corporation are not, to any substantial degree,
performed by a person other than the directors and senior officers of the
Corporation.
PARTICULARS OF OTHER MATTERS TO BE ACTED UPON
SPECIAL RESOLUTION TO CHANGE THE NAME OF THE CORPORATION
The shareholders of the Corporation will be asked to vote for a special
resolution (in substantially the form of resolution 1 set out in Schedule A
attached hereto) to amend the Articles of the Corporation to change the name of
the Corporation from "Mercury Partners & Company Inc." to "Middle Group Ventures
Inc." or to such other name as determined by the directors and that is
acceptable to the Yukon Registrar of Corporations and the TSX Venture Exchange
and Paragraph 1 of the Articles of the Corporation be altered to read as
follows: "1. Name of Corporation: "Middle Group Ventures Inc."" or to such other
name as determined by the directors and that is acceptable to the Yukon
Registrar of Corporations and the TSX Venture Exchange.
In addition, this special resolution authorizes the directors to revoke such
resolution prior to it being acted upon without further approval of the
shareholders of the Corporation.
In the absence of contrary directions, management of the Corporation intends to
vote proxies in the accompanying form in favour of this special resolution. In
order to be effective, the proposed resolution must be passed by not less than
two-thirds of the votes cast in respect thereof by the shareholders of the
Corporation who vote in respect of such resolution at the Meeting.
SPECIAL RESOLUTION TO REDUCE CAPITAL STOCK AND DEFICIT ACCOUNTS
The shareholders of the Corporation will be asked to vote for a special
resolution (in substantially the form of resolution 2 set out in Schedule A
attached hereto) to authorize and empower the directors of the Corporation to
reduce the capital stock account of the Corporation by $1,486,119 and the
deficit account of the Corporation by $1,486,119 by deducting these amounts from
the capital stock and deficit accounts, respectively, as maintained by the
Corporation. The board of directors is seeking a reduction in the capital stock
account and deficit account as the board of directors may wish to declare a
dividend in the future and in order to do so under the governing corporate
legislation, the aggregate of the Corporation's assets cannot be less than the
aggregate of the Corporation's liabilities and stated share capital of all
classes.
In addition, this special resolution authorizes the directors to revoke such
resolution prior to it being acted upon without further approval of the
shareholders of the Corporation.
In the absence of contrary directions, management of the Corporation intends to
vote proxies in the accompanying form in favour of this special resolution. In
order to be effective, the proposed resolution must be passed by not less than
two-thirds of the votes cast in respect thereof by the shareholders of the
Corporation who vote in respect of such resolution at the Meeting.
7
ORDINARY RESOLUTION APPROVING STOCK OPTION PLAN
The Corporation is proposing to adopt a stock option plan (the "Plan") in
substantially the form presented to the directors of the Corporation which plan
is attached hereto as Schedule B. The Plan will comply with the policies of the
TSX Venture Exchange (the "Exchange") and will provide flexibility to the
Corporation when it desires to grant stock options. The adoption of the Plan is
subject to the approval of the Exchange, the shareholders of the Corporation and
any other approvals that may be required under applicable securities
legislation.
The purpose of the Plan is to allow the Corporation to grant options to its
directors, officers and employees, as additional compensation, and as an
opportunity to participate in the profitability of the Corporation. The granting
of such options is intended to align the interests of such persons with that of
the Corporation. Management of the Corporation considers it desirable and in the
best interests of the Corporation to adopt the Plan for the granting of future
stock options to directors, officers and employees.
The Plan provides that the aggregate number of common shares to be delivered
upon the exercise of all stock options granted thereunder is limited to 10% of
the Corporation's issued and outstanding common shares from time to time which,
as at the date hereof, would be 818,373 common shares. The aggregate number of
common shares that may be issued pursuant to the exercise of stock options to
any one individual in a twelve-month period cannot exceed 5% of the issued and
outstanding common shares of the Corporation. The board of directors has full
authority to administer the Plan in accordance with the terms of the Plan.
The board of directors of the Corporation approved the Plan by a directors'
resolution dated May 18, 2004. The shareholders of the Corporation will be asked
to consider, and if thought fit, to pass an ordinary resolution (in
substantially the form of resolution 3 set out in Schedule A attached hereto) to
approve, adopt and ratify the Plan, in substantially the form presented to the
directors of the Corporation. In addition, this resolution authorizes and
empowers the directors of the Corporation to revoke this resolution at any time
prior to it being acted upon without further approval of the shareholders of the
Corporation.
In the absence of contrary directions, management of the Corporation intends to
vote proxies in the accompanying form in favour of this ordinary resolution. In
order to be effective, the proposed resolution must be passed by a simple
majority of the votes cast by the shareholders of the Corporation who vote in
respect of such resolution.
APPOINTMENT OF AUDITORS
Management of the Corporation will recommend at the Meeting that the
shareholders of the Corporation reappoint Davidson & Company, Chartered
Accountants, Vancouver, British Columbia as auditors of the Corporation until
the next annual meeting of shareholders of the Corporation and authorize the
directors to fix their remuneration. Davidson & Company, Chartered Accountants
were appointed as auditors of the Corporation in September of 1998.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except as otherwise disclosed herein, no director or senior officer of the
Corporation, or any associate or affiliate of such director or officer, has any
material interest, direct or indirect, by way of beneficial ownership of common
shares of the Corporation or otherwise, in any matter to be acted on at the
Meeting, other than the election of directors or the appointment of auditors of
the Corporation.
8
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
Except as otherwise disclosed herein, no insider of the Corporation, nor any
proposed nominee for election as a director of the Corporation nor any associate
or affiliate of such insider or proposed nominee has any material interest,
direct or indirect, in any transaction since the beginning of the last financial
year of the Corporation or in any proposed transaction which has materially
affected or will materially affect the Corporation or any of its subsidiaries.
REGISTRAR AND TRANSFER AGENT
The registrar and transfer agent for the Corporation is Computershare Trust
Company of Canada, 510 Burrard Street, 2nd Floor, Vancouver, British Columbia
V6C 3B9.
OTHER BUSINESS
Management of the Corporation knows of no other matters to come before the
Meeting other than as referred to in the Notice of Meeting. However, if any
other matters which are not known to the management of the Corporation, shall
properly come before the Meeting, the Proxy given pursuant to the solicitation
by management of the Corporation will be voted on such matters in accordance
with the best judgment of the persons voting the Proxy.
APPROVAL OF PROXY CIRCULAR
The undersigned hereby certifies that the contents and the sending of this Proxy
Circular have been approved by the directors of the Corporation.
THE FOREGOING CONTAINS NO UNTRUE STATEMENT OF A 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.
IT IS AN OFFENCE UNDER CERTAIN SECURITIES LEGISLATION FOR A PERSON OR COMPANY TO
MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE FILED OR FURNISHED UNDER THE ACT
OR THE REGULATION THAT, AT THE TIME AND IN THE LIGHT OF THE CIRCUMSTANCES UNDER
WHICH IT IS MADE, IS A MISREPRESENTATION.
DATED at Vancouver, British Columbia, this 18th day of May, 2004.
BY ORDER OF THE BOARD OF DIRECTORS OF
MERCURY PARTNERS & COMPANY INC.
/s/ Tom S. Kusumoto
------------------------------------
Tom S. Kusumoto
President and Secretary
A-1
SCHEDULE A
RESOLUTIONS FOR ANNUAL AND SPECIAL MEETING
1. SPECIAL RESOLUTION TO APPROVE THE CHANGE OF THE NAME OF THE CORPORATION
"BE IT RESOLVED BY SPECIAL RESOLUTION THAT:
1. the Corporation be and is hereby authorized to amend its Articles to change
the Corporation's name from "Mercury Partners & Company Inc." to "Middle Group
Ventures Inc." or to such other name as determined by the directors and that is
acceptable to the Yukon Registrar of Corporations and the TSX Venture Exchange
and Paragraph 1 of the Articles of the Corporation shall be altered to read as
follows: "1. Name of the Corporation: "Middle Group Ventures Inc."" or to such
other name as determined by the directors and that is acceptable to the Yukon
Registrar of Corporations and the TSX Venture Exchange and the Articles of the
Corporation be altered so that it will comply with the Business Corporations Act
(Yukon);
2. each director and officer of the Corporation be and is hereby authorized
and directed, for and on behalf of the Corporation, to execute and deliver all
such documents and to do all such other acts and things as such director or
officer may determine to be necessary or advisable to give effect to this
resolution (including, without limitation, the delivery of articles of amendment
in the prescribed form to the Yukon Registrar of Corporations), the execution
and delivery of any such document or the doing of any such other act or thing
being conclusive evidence of such determination; and
3. notwithstanding that this resolution has been duly passed by the
shareholders of the Corporation, the directors of the Corporation may revoke
this resolution at any time prior to the endorsement by the Yukon Registrar of a
certificate of amendment and determine not to proceed with the amendment of the
Articles of the Corporation, without further approval of the shareholders of the
Corporation."
2. SPECIAL RESOLUTION TO REDUCE THE CAPITAL STOCK AND DEFICIT ACCOUNTS OF
THE CORPORATION
"BE IT RESOLVED BY SPECIAL RESOLUTION THAT:
1. the capital stock account of the Corporation be reduced by $1,486,119 and
the deficit account of the Corporation be reduced by $1,486,119, by deducting
these amounts from the capital stock and deficit accounts, respectively, as
maintained by the Corporation, and the directors of the Corporation be, and are
hereby, authorized and empowered to revoke this resolution at any time prior to
it being acted upon without further approval of the shareholders of the
Corporation;
2. each director and officer of the Corporation be and is hereby authorized
and directed, for and on behalf of the Corporation, to execute and deliver all
such documents and to do all such other acts and things as such director or
officer may determine to be necessary or advisable to give effect to this
resolution, the execution and delivery of any such document or the doing of any
such other act or thing being conclusive evidence of such determination; and
3. notwithstanding that this resolution has been duly passed by the
shareholders of the Corporation, the directors of the Corporation may revoke
this resolution at any time prior to it being acted upon without further
approval of the shareholders of the Corporation."
A-2
3. ORDINARY RESOLUTION TO APPROVE THE ADOPTION OF THE STOCK OPTION PLAN
"BE IT RESOLVED BY ORDINARY RESOLUTION THAT:
1. the stock option plan (the "Plan") of the Corporation substantially in the
form presented to the directors of the Corporation and attached hereto as
Schedule B to the Proxy Circular of the Corporation prepared for the purpose of
the Meeting be and is hereby confirmed, ratified and approved and shall be
adopted hereby as the stock option plan of the Corporation;
2. the form of the Plan may be amended in order to satisfy the requirements or
requests of any regulatory authorities without requiring further approval of the
shareholders of the Corporation;
3. each director and officer of the Corporation be and is hereby authorized
and directed, for and on behalf of the Corporation, to execute and deliver all
such documents and to do all such other acts and things as such director or
officer may determine to be necessary or advisable to give effect to this
resolution, the execution and delivery of any such document or the doing of any
such other act or thing being conclusive evidence of such determination; and
4. notwithstanding that this resolution has been duly passed by the
shareholders of the Corporation, the directors of the Corporation may revoke
this resolution at any time prior to it being acted upon without further
approval of the shareholders of the Corporation."
B-1
SCHEDULE B
MERCURY PARTNERS & COMPANY INC.
STOCK OPTION PLAN
ARTICLE 1
PURPOSE OF PLAN
1.1 The purpose of the Stock Option Plan (the "Plan") of MERCURY PARTNERS &
COMPANY INC. (the "Corporation"), a corporation incorporated under the Business
Corporations Act (Yukon) is to advance the interests of the Corporation by
encouraging the directors, officers, employees and consultants of the
Corporation, and of its subsidiaries or affiliates, if any, by providing them
with the opportunity, through options, to acquire common shares in the share
capital of the Corporation (the "Shares"), thereby increasing their proprietary
interest in the Corporation, encouraging them to remain associated with the
Corporation and furnishing them with additional incentive in their efforts on
behalf of the Corporation in the conduct of its affairs.
ARTICLE 2
ADMINISTRATION OF PLAN
2.1 The Plan shall be administered by the board of directors of the
Corporation or by a special committee of the directors appointed from time to
time by the board of directors of the Corporation pursuant to rules of procedure
fixed by the board of directors (such committee or, if no such committee is
appointed, the board of directors of the Corporation is hereinafter referred to
as the "Board"). A majority of the Board shall constitute a quorum and the acts
of a majority of the directors present at any meeting at which a quorum is
present, or acts unanimously by consent in writing, shall be the acts of the
directors.
2.2 Subject to the provisions of the Plan, the Board shall have authority to
construe and interpret the Plan and all option agreements entered into
thereunder, to define the terms used in the Plan and in all option agreements
entered into thereunder, to prescribe, amend and rescind rules and regulations
relating to the Plan and to make all other determinations necessary or advisable
for the administration of the Plan. All determinations and interpretations made
by the Board shall be binding and conclusive on all Optionees (as defined
herein) under the Plan and on their legal personal representatives and
beneficiaries.
2.3 Each option to purchase Shares granted hereunder may be evidenced by an
agreement in writing, signed on behalf of the Corporation and by the Optionee
(as defined herein), in such form as the Board shall approve. Each such
agreement shall recite that it is subject to the provisions of this Plan.
ARTICLE 3
STOCK EXCHANGE RULES
3.1 All options granted pursuant to this Plan shall be subject to rules and
policies of any stock exchange or exchanges on which the Shares are then listed
and any other regulatory body having jurisdiction hereinafter (hereinafter
collectively referred to as, the "Exchange").
ARTICLE 4
SHARES SUBJECT TO PLAN
4.1 Subject to adjustment as provided in Article 15 hereof, the Shares to be
offered under the Plan shall consist of authorized but unissued common shares of
the Corporation. The aggregate number of Shares issuable upon the exercise of
all options granted under the Plan shall not exceed 10% of the issued and
outstanding common shares of the Corporation from time to time. If any option
granted hereunder shall expire or terminate for any reason in accordance with
the terms of the Plan without being exercised, the unpurchased Shares subject
thereto shall again be available for the purpose of this Plan.
B-2
ARTICLE 5
MAINTENANCE OF SUFFICIENT CAPITAL
5.1 The Corporation shall at all times during the term of the Plan keep
available such numbers of Shares as will be sufficient to satisfy the
requirements of the Plan.
ARTICLE 6
ELIGIBILITY AND PARTICIPATION
6.1 Directors, officers, consultants and employees of the Corporation or any
of its subsidiaries and employees of a person or company which provides
management services to the Corporation or any of its subsidiaries ("Management
Company Employees") shall be eligible for selection to participate in the Plan
(such persons collectively referred to as the "Optionees" and individually, an
"Optionee"). Subject to compliance with applicable requirements of the Exchange,
Optionees may elect to hold options granted to them in an incorporated entity
wholly owned by them and such entity shall be bound by the Plan in the same
manner as if the options were held by the Optionee.
6.2 Subject to the terms hereof, the Board shall determine to whom options
shall be granted, the terms and provisions of the respective option agreements,
the time or times at which such options shall be granted and vested, and the
number of Shares to be subject to each option. In the case of employees or
consultants of the Corporation or Management Company Employees, the option
agreements to which they are a party must contain a representation of the
Corporation that such employee, consultant or Management Company Employee, as
the case may be, is a bona fide employee, consultant or Management Company
Employee of the Corporation or any of its subsidiaries.
6.3 An Optionee who has been granted an option may, if such Optionee is
otherwise eligible, and if permitted under the policies of the Exchange, be
granted an additional option or options if the Board shall so determine.
ARTICLE 7
EXERCISE PRICE
7.1
(a) The exercise price of the Shares subject to each option shall be
determined by the Board, subject to applicable Exchange approval, at the time
any option is granted. In no event shall such exercise price be lower than the
exercise price permitted by the Exchange.
(b) Once the exercise price has been determined by the Board, accepted by
the Exchange and the option has been granted, the exercise price of an option
may be reduced upon receipt of Board approval, provided that in the case of
options held by Insiders of the Corporation (as defined in the policies of the
Exchange), the exercise price of an option may be reduced only if disinterested
shareholder approval is obtained.
ARTICLE 8
NUMBER OF OPTIONED SHARES
8.1
(a) The number of Shares subject to an option granted to any one Optionee
shall be determined by the Board, but no one Optionee shall be granted an option
which exceeds the maximum number permitted by the Exchange.
(b) No single Optionee may be granted options to purchase a number of Shares
equaling more than 5% of the issued common shares of the Corporation in any
twelve-month period unless the Corporation has obtained disinterested
shareholder approval in respect of such grant and meets applicable Exchange
requirements.
B-3
(c) Options shall not be granted if the exercise thereof would result in the
issuance of more than 2% of the issued common shares of the Corporation in any
twelve-month period to any one Consultant of the Corporation (or any of its
subsidiaries).
(d) Options shall not be granted if the exercise thereof would result in the
issuance of more than 2% of the issued common shares of the Corporation in any
twelve-month period to employees of the Corporation (or any of its subsidiaries)
conducting Investor Relation Activities (as such term is defined in the policies
of the Exchange). Options granted to persons performing Investor Relations
Activities will contain vesting provisions such that vesting occurs over at
least twelve months with no more than 1/4 of the options vesting in any
three-month period.
ARTICLE 9
DURATION OF OPTION
9.1 Each option and all rights thereunder shall be expressed to expire on
the date set out in the option agreement and shall be subject to earlier
termination as provided in Articles 11 and 12, provided that in no circumstances
shall the duration of an option exceed the maximum term permitted by the
Exchange. For greater certainty, if the Corporation is listed on the TSX Venture
Exchange Inc. (the "TSX-V") the maximum term may not exceed 10 years if the
Corporation is classified as a "Tier 1" corporation by the TSX-V, and the
maximum term may not exceed five years if the Corporation is classified as a
"Tier 2" corporation by the TSX-V.
ARTICLE 10
OPTION PERIOD, CONSIDERATION AND PAYMENT
10.1
(a) The option period shall be a period of time fixed by the Board not to
exceed the maximum term permitted by the Exchange, provided that the option
period shall be reduced with respect to any option as provided in Articles 11
and 12 covering cessation as a director, officer, consultant, employee or
Management Company Employee of the Corporation or any of its subsidiaries or
death of the Optionee.
(b) Subject to any vesting restrictions imposed by the Exchange, the Board
may, in it sole discretion, determine the time during which options shall vest
and the method of vesting, or that no vesting restriction shall exist.
(c) Subject to any vesting restrictions imposed by the Board, options may be
exercised in whole or in part at any time and from time to time during the
option period. To the extent required by the Exchange, no options may be
exercised under this Plan until this Plan has been approved by a resolution duly
passed by the shareholders of the Corporation.
(d) Except as set forth in Articles 11 and 12, no option may be exercised
unless the Optionee is at the time of such exercise a director, officer,
consultant, or employee of the Corporation or any of its subsidiaries or a
Management Company Employee of the Corporation or any of its subsidiaries.
(e) The exercise of any option will be contingent upon receipt by the
Corporation at its head office of a written notice of exercise, addressed to the
Secretary of the Corporation, specifying the number of Shares with respect to
which the option is being exercised, accompanied by cash payment, certified
cheque or bank draft for the full purchase price of such Shares with respect to
which the option is exercised. Certificates for such Shares shall be issued and
delivered to the Optionee within a reasonable time following the receipt of such
notice and payment. Neither the Optionee nor his legal representatives, legatees
or distributees will be, or will be deemed to be, a holder of any common shares
of the Corporation unless and until the certificates for the Shares issuable
pursuant to options under the Plan are issued to him or them under the terms of
the Plan.
B-4
(f) Notwithstanding any of the provisions contained in this Plan or in any
option, any and all obligations of the Corporation whatsoever to issue Shares to
an Optionee pursuant to the exercise of an option and/or this Plan shall at all
times be subject to:
(i) completion of such registration or other qualification of such Shares or
obtaining approval of such governmental authority as the Corporation shall
determine to be necessary or advisable in connection with the authorization,
issuance or sale thereof;
(ii) the Corporation being satisfied that the issuance of such Shares shall
not (whether with notice or the passage of time or both) breach, violate or be
contrary to any of its constating documents, partnership agreements, applicable
laws, regulations, Exchange rules and policies and agreements to which it is a
party;
(iii) the admission of such Shares to listing on any Exchange on which the
Shares may be then listed; and
(iv) the receipt from the Optionee of such representations, agreements and
undertaking, including as to future dealings in such Shares, as the Corporation
or its counsel determines to be necessary or advisable in order to safeguard
against the violation of the securities laws of any jurisdiction.
In this regard, the Corporation shall, to the extent necessary, take all
reasonable steps to obtain such approvals, registrations and qualifications as
may be necessary for the issuance of such Shares in compliance with applicable
securities laws and for the listing of such Shares on any Exchange on which the
Shares are then listed.
ARTICLE 11
CEASING TO BE A DIRECTOR, OFFICER, CONSULTANT OR EMPLOYEE
11.1 Subject to Article 11.2, if an Optionee ceases to be a director,
officer, employee, consultant or Management Company Employee of the Corporation
or any of its subsidiaries as a result of having been dismissed from any such
position for cause, all unexercised option rights of that Optionee under the
Plan shall immediately become terminated and shall lapse, notwithstanding the
original term of the option granted to such Optionee under the Plan.
11.2 If an Optionee ceases to be either a director, officer, employee,
consultant or Management Company Employee of the Corporation or any of its
subsidiaries for any reason other than as a result of having been dismissed for
cause as provided in Article 11.1 or as a result of the Optionee's death, such
Optionee shall have the right for a period of ninety (90) days (or until the
normal expiry date of the option rights of such Optionee if earlier) from the
date of ceasing to be either a director, employee, consultant or Management
Company Employee to exercise his option under the Plan to the extent that the
Optionee was entitled to exercise it on the date of ceasing to be either a
director, officer, employee, consultant or Management Company Employee. Upon the
expiration of such ninety (90) day period all unexercised option rights of that
Optionee shall immediately become terminated and shall lapse notwithstanding the
original term of the option granted to such Optionee under the Plan.
11.3 If an Optionee engaged in providing Investor Relations Activities to
the Company ceases to be employed in providing such Investor Relations
Activities, such Optionee shall have the right for a period of thirty (30) days
(or until the normal expiry date of the option rights of such Optionee if
earlier) from the date of ceasing to provide such Investor Relations Activities
to exercise his option under the Plan to the extent that the Optionee was
entitled to exercise it on the date of ceasing to provide such Investor
Relations Activities. Upon the expiration of such thirty (30) day period all
unexercised option rights of that Optionee shall immediately become terminated
and shall lapse notwithstanding the original term of the option granted to such
Optionee under the Plan.
11.4 Nothing contained in the Plan, nor in any option granted pursuant to
the Plan, shall as such confer upon any Optionee any right with respect to
continuance as a director, consultant, employee or Management Company Employee
of the Corporation or of any of its subsidiaries.
B-5
11.5 Options shall not be affected by any change of employment of any
director, officer, employee, consultant or Management Company Employee.
ARTICLE 12
DEATH OF OPTIONEE
12.1 In the event of the death of any Optionee, the legal representatives of
the deceased Optionee shall have the right for a period of one year (or until
the normal expiry date of the option rights of such Optionee if earlier) from
the date of death of the deceased Optionee to exercise the deceased Optionee's
option under the Plan to the extent that it was exercisable on the date of
death. Upon the expiration of such period all unexercised option rights of the
deceased Optionee shall immediately become terminated and shall lapse
notwithstanding the original term of the option granted to the deceased Optionee
under the Plan.
ARTICLE 13
RIGHTS OF OPTIONEE
13.1 No person entitled to exercise any option granted under the Plan shall
have any of the rights or privileges of a shareholder of the Corporation in
respect of any Shares issuable upon exercise of such option until certificates
representing such Shares shall have been issued and delivered.
ARTICLE 14
PROCEEDS FROM SALE OF SHARES
14.1 The proceeds from the sale of Shares issued upon the exercise of
options shall be added to the general funds of the Corporation and shall
thereafter be used from time to time for such corporate purposes as the Board
may determine.
ARTICLE 15
ADJUSTMENTS
15.1 If the outstanding common shares of the Corporation are increased,
decreased, changed into or exchanged for a different number or kind of shares or
securities of the Corporation through re-organization, merger,
re-capitalization, re-classification, stock dividend, subdivision or
consolidation, an appropriate and proportionate adjustment shall be made by the
Board in its discretion in the number or kind of Shares optioned and the
exercise price per Share, as regards previously granted and unexercised options
or portions thereof, and as regards options which may be granted subsequent to
any such change in the Corporation's capital. Adjustments under this Article
shall be made by the Board whose determination as to what adjustments shall be
made, and the extent thereof, shall be final, binding and conclusive. No
fractional shares shall be required to be issued under the Plan on any such
adjustment.
15.2 Upon the liquidation or dissolution of the Corporation, the Plan shall
terminate, and any options theretofore granted hereunder shall terminate. In the
event of a re-organization, merger or consolidation of the Corporation with one
or more corporations as a result of which the Corporation is not the surviving
corporation, or upon the sale of substantially all of the property or more than
eighty (80%) percent of the then outstanding common shares of the Corporation to
another corporation (a "Change of Control") all options granted which have not
yet vested shall immediately vest without consideration as to time or any other
vesting provision set forth in the Plan or stock option agreement governing such
options, provided that such vesting is not in violation of the then current
policies of the Exchange, if applicable, and all Optionees then entitled to
exercise options then outstanding shall have the right at such time immediately
prior to consummation of the Change of Control to exercise their options to the
full extent not theretofore exercised. Upon consummation of the Change of
Control, the Plan shall terminate and any options theretofore granted hereunder
that remain unexercised upon termination shall also terminate.
B-6
ARTICLE 16
TRANSFERABILITY
16.1 All benefits, rights and options accruing to any Optionee in accordance
with the terms and conditions of the Plan shall not be transferable or
assignable unless specifically provided herein or to the extent, if any,
permitted by the Exchange. During the lifetime of an Optionee any benefits,
rights and options may only be exercised by the Optionee.
ARTICLE 17
AMENDMENT AND TERMINATION OF PLAN
17.1 Subject to applicable approval of the Exchange, the Board may, at any
time, suspend or terminate the Plan. Subject to applicable approval of the
Exchange, the Board may also at any time amend or revise the terms of the Plan;
provided that no such amendment or revision shall alter the terms of any options
theretofore granted under the Plan, unless shareholder approval, or
disinterested shareholder approval, as the case may be, is obtained for such
amendment or revision.
ARTICLE 18
NECESSARY APPROVALS
18.1 The ability of an Optionee to exercise options and the obligation of
the Corporation to issue and deliver Shares in accordance with the Plan is
subject to any approvals which may be required from shareholders of the
Corporation and any regulatory authority or Exchange having jurisdiction over
the securities of the Corporation. If any Shares cannot be issued to any
Optionee for whatever reason, the obligation of the Corporation to issue such
Shares shall terminate and any option exercise price paid to the Corporation
will be returned to the Optionee.
ARTICLE 19
EFFECTIVE DATE OF PLAN
19.1 The Plan has been adopted by the Board subject to the approval of the
Exchange and, if so approved, subject to the discretion of the Board, the Plan
shall become effective upon such approvals being obtained.
ARTICLE 20
INTERPRETATION
20.1 The Plan will be governed by and construed in accordance with the laws
of the Province of British Columbia.
20.2 In this Plan, capitalized terms used herein that are not otherwise
defined herein shall have the meaning ascribed thereto in the Corporate Finance
Manual of the TSX-V and in particular, in Policies 1.1 and 4.4 of said Corporate
Finance Manual.
20.3 Nothing in this Plan or in any option shall confer upon any director,
officer, employee, consultant or Management Company Employee any right to
continue in the employ of the Corporation or any of its subsidiaries or affect
in any way the right of the Corporation or any of its subsidiaries to terminate
his employment at any time; nor shall anything in this Plan or in any option be
deemed or construed to constitute an agreement, or an expression of intent, on
the part of the Corporation or any of its subsidiaries to extend the employment
of any Optionee beyond the time that he would normally be retired pursuant to
the provisions of any present or future retirement plan of the Corporation or
any of its subsidiaries or beyond the time at which he would otherwise be
retired pursuant to the provisions of any contract of employment with the
Corporation or any of its subsidiaries.
B-7
20.4 Nothing in this Plan or any option shall confer on any Optionee any
right to continue providing ongoing services to the Corporation or affect in any
way the right of the Corporation or any such entity to terminate his, her or its
contract at any time, nor shall anything in this Plan or any option be deemed or
construed as an agreement, or an expression of intent, on the part of the
Corporation or any such entity to extend the time for the performance of the
ongoing services beyond the time specified in the contract with any such entity.
20.5 References herein to any gender include all genders.
MADE by the board of directors of the Corporation as evidenced by the signature
of the following officer duly authorized in that behalf effective the 18th day
of May, 2004.
MERCURY PARTNERS & COMPANY INC.
By: /s/ Tom S. Kusumoto
------------------------------------
Name: Tom S. Kusumoto
Title: President and Secretary
MERCURY PARTNERS & COMPANY INC.
SUPPLEMENTAL MAILING LIST RETURN CARD
TO REGISTERED AND BENEFICIAL SECURITY HOLDERS OF
MERCURY PARTNERS & COMPANY INC. (THE "CORPORATION")
National Instrument 54-101 provides registered and beneficial shareholders with
the opportunity to elect annually to have their name added to an issuer's
supplemental mailing list in order to receive interim financial statements of
the Corporation. These reports are also available for review on the SEDAR
website www.sedar.com along with all other information released by the
Corporation. If you are interested in receiving such statements, by mail, fax or
e-mail, please complete and return this form to the Corporation at the following
address:
MERCURY PARTNERS & COMPANY INC.
SUITE 613, 375 WATER STREET
VANCOUVER, BRITISH COLUMBIA
V6B 5C6
I HEREBY CERTIFY that I am a shareholder of the Corporation, and as such,
request that you add me to your supplemental mailing list.
________________________________________________________________________________
Name - Please Print
________________________________________________________________________________
Address/ city/ Province/ Postal Code
__________________________ ________________________
Signature Date
___________________________________________________
e-mail address
Method of communication: _____ e-mail* _____ mail
*If you wish to receive electronic notification of the availability and/or
release of supplemental information, please read the attached "Consent to
Electronic Delivery of Documents" form and provide your e-mail address above.
Please ensure that your mailing address is complete, in the event that
electronic delivery fails, you may receive information by mail.
- --------------------------------------------------------------------------------
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INFORMATION ELECTRONICALLY
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5. I understand that I will be provided with a paper copy of any document
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6. I understand that my consent may be removed or changed, including any
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- ------------------------------- ---------------------------------------
(Name) (Postal Address)
- --------------------------------------
SIGNATURE OF SHAREHOLDER
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 by the
undersigned, thereunto duly authorized.
Registrant: MERCURY PARTNERS & COMPANY INC.
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By: /s/ Tom S. Kusumoto
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TOM S. KUSUMOTO, PRESIDENT
Date: July 6, 2004
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