As filed with the Securities and Exchange Commission on November 8, 2003
Registration No. 333-xxxx
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DYNAMOTIVE ENERGY SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
British Columbia None
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
105-1700 West 75th Avenue, Vancouver, British Columbia, V6P 6G2
(Address of Principal Executive Offices) (Zip Code)
DynaMotive Energy Systems Corporation 1993 Stock Option Plan
(Full Title of the Plan)
James Acheson
Chief Operating Officer
DynaMotive Energy Systems Corporation
134 N. Van Ness Avenue, Los Angeles CA 90004
(Name and Address of agent for service)
(323) 460-4900
(Telephone Number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
| Title of |Amount to be |Proposed maximum| Proposed maximum | Amount of |
|securities to|registered(1)| offering price |aggregated offering|registration|
|be registered| | per share(2) | price(2) | fee |
- -------------------------------------------------------------------------------
|Common Stock,|10,225,988 | $0.50 | $4,064,830 | $413.64 |
|no par value | shares | | | |
- -------------------------------------------------------------------------------
(1) Includes an indeterminate number of shares of DynaMotive Energy Systems
Corporation Common Stock ("Common Stock") that may be issuable by reason of
stock splits, stock dividends or similar transactions in accordance with Rule
416 under the Securities Act of 1933.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) on the basis of the average high and low sales prices of the
Common Stock as reported on the over-the-counter bulletin board market on
November 7, 2003.
This Registration Statement on Form S-8 registers additional securities of
the same class as other securities for which a registration statement on
Form S-8 relating to the DynaMotive Energy Systems Corporation 1993 Stock
Option Plan is effective. Accordingly, pursuant to General Instruction E to
Form S-8, the Registration Statement on Form S-8 (File Nos. 333-69288) filed
by the Registrant with the Securities and Exchange Commission on September
11, 2001 is hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents previously filed with the SEC by DynaMotive Energy
Systems Corporation are incorporated by reference into this registration
statement:
(a) the Company's Annual Report on Form 20-F for the fiscal year ended
December 31, 2002;
(b) the Company's Quarterly Reports on Form 6-K for the quarterly periods
ended March 31, 2003 and June 30, 2003; and
(c) the description of the Company's Common Stock contained in the Company's
registration statement on Form 8-A filed with the SEC as of February 27, 1996.
In addition, all documents filed by DynaMotive Energy Systems Corporation
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, after the date of this registration statement and before the
filing of a post-effective amendment shall be deemed to be incorporated by
reference in this registration statement.
Item 8. Exhibits
--------
4.1(a) Company Act Memorandum of DynaMotive Energy Systems Corporation, as
amended to date (filed as Exhibit 3.1 to the Company's Quarterly Report on
Form 10-QSB filed on August 15, 2000 and incorporated herein by reference).
4.1(b) Amendment to the Company Act Memorandum of DynaMotive Energy Systems
Corporation (filed as Exhibit 3.1(b) to the Company's Quarterly Report on Form
10-Q filed on August 14, 2001 and incorporated herein by reference).
4.2 Articles of DynaMotive Energy Systems Corporation, as amended to date
(filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-QSB filed
on August 15, 2000 and incorporated herein by reference.)
4.3 The DynaMotive Energy Systems Corporation 1993 Stock Option Plan.
4.4 Specimen stock certificate representing Common Stock, incorporated herein
by reference to Exhibit 4.1 to the Company's Registration Statement on Form
SB-2 (File No. 33-98622).
5 Opinion of Lang Michener Lawrence & Shaw as to the legality of the shares of
Common Stock being offered under the Plan.
23.1 Consent of independent chartered accountants.
II-1
23.2 Consent of Lang Michener Lawrence & Shaw (contained in their opinion
filed as Exhibit 5).
24 Power of Attorney (included on the signature page of this Registration
Statement).
Item 9. Undertakings
------------
The undersigned registrant hereby undertakes:
To file, during any period in which offers or sales are being made, a post-
effective amendment to this registration statement:
To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933:
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
II-2
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable) each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other that the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vancouver, Province of British Columbia, on
November 6, 2003.
DynaMotive Energy Systems Corporation
By: /s/R. Andrew Kingston
---------------------
R. Andrew Kingston
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Andrew Kingston his true and lawful attorneys-in-fact and agent, with full
power of substitution and revocation, to sign on his behalf, individually and
in each capacity stated below, all amendments and post-effective amendments to
this Registration Statement on Form S-8 and to file the same, with all
exhibits thereto and any other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act of 1933, granting
unto such attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming each act that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on November 6, 2003.
Signatures Title
- ---------- -----
/s/R. Andrew Kingston
- ---------------------
R. Andrew Kingston President/Chief Executive Officer
and Director
/s/Richard Chen-Hsing Lin
- -------------------------
rd Chen-Hsing Lin Chairman and Vice President of
Asian Affairs and Director
/s/Curtin Winsor Jr.
- --------------------
Curtin Winsor Jr., Ph.D. Director
/s/Shing-Cheng Hong
- -------------------
Shing-Cheng Hong Director
/s/Desmond Radlein, Ph.D.
- -------------------------
Desmond Radlein, Ph.D. Director
II-4
EXHIBIT INDEX
-------------
Exhibit Number Description
- -------------- -----------
4.3 The DynaMotive Energy Systems Corporation 1993 Stock
Option Plan.
5 Opinion of Lang Michener Lawrence & Shaw as to the
legality of the shares of Common Stock being offered
under the Plan.
23.1 Consent of independent chartered accountants.
23.2 Consent of Lang Michener Lawrence & Shaw (contained in
their opinion filed as Exhibit 5).
24 Power of Attorney (included on the signature page of
this Registration Statement).
5
Exhibit 4.3
The DynaMotive Energy Systems Corporation 1993 Stock Option Plan
DYNAMOTIVE ENERGY SYSTEMS CORPORATION
1993 STOCK OPTION PLAN
----------------------
SECTION 1: PURPOSE; DEFINITIONS
The DynaMotive Energy Systems Corporation Stock Option Plan (the "Plan") was
established in 1993 to enable DynaMotive Energy Systems Corporation to reward
officers, directors, key employees and outside consultants so as to encourage
them to expend special efforts to increase shareholder value and develop
mutually beneficial long-term business relationships. The amended and
restated Plan set forth herein is a continuation of the Plan as originally
adopted in 1993.
For purposes of the Plan, the following terms shall be defined as set forth
below:
(a) "BOARD" means the Board of Directors of the Company.
(b) "CODE" means the United States Internal Revenue Code of 1986, as amended
from time to time, or any successor thereto.
(c) "COMMITTEE" means the committee appointed by the Board to administer
the Plan in accordance with Section 2.
(d) "COMPANY" means DynaMotive Energy Systems Corporation.
(e) "ELIGIBLE EMPLOYEE" means an employee, director, consultant or advisor
of the Company as described in Section 4.
(f) "FAIR MARKET VALUE" means, as of any given date, the average of the high
and low trading prices of the Stock on the NASD's Over the Counter Bulletin
Board on such date, or if the Stock did not trade on such date, on the next
preceding day on which trades were made.
(g) "INCENTIVE STOCK OPTION" means any Stock Option intended to qualify as an
"incentive stock option" within the meaning of Section 422 of the Code.
(h) "INCOME TAX ACT" means the Canadian income tax act as currently in
effect, as amended from time to time, or any successor thereto.
(i) "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not an
Incentive Stock Option.
6
(j) "PARTICIPANT" means any Eligible Employee selected by the Committee to
receive grants under the Plan.
(k) "STOCK" means the common stock of the Company.
(l) "STOCK OPTION" means any option to purchase shares of Stock granted
pursuant to Section 5.
SECTION 2: ADMINISTRATION
The Plan shall be administered by a Committee composed of not fewer than two
members of the Board. Members of the Committee shall be appointed by the
Board and shall serve at the pleasure of the Board.
The Committee shall have the power and authority, in its discretion:
(i) to select Participants from among the Eligible Employees;
(ii) to determine whether and to what extent Stock Options, Restricted Stock,
or any combination of the foregoing, are to be granted to Eligible Employees
hereunder;
(iii) to determine the number of shares of Stock to be covered by each such
award granted hereunder;
(iv) to determine the terms and conditions, not inconsistent with the terms
of the Plan, of any award granted hereunder; and
(v) to determine the terms and conditions of any written instruments
evidencing Stock Options, Restricted Stock, or any combination of the
foregoing awarded under the Plan.
The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it
shall, from time to time, deem advisable; to interpret the terms and
provisions of the Plan and any award issued under the Plan (and any
agreements relating thereto); and to otherwise supervise the administration
of the Plan.
All decisions made by the Committee pursuant to the provisions of the Plan
shall be final and binding on all persons, including the Company and the
Participants.
SECTION 3: STOCK SUBJECT TO PLAN
Subject to adjustment in accordance with the second and third paragraphs of
this Section 3, the maximum number of shares of Stock reserved and available
for awards made under the Plan in any calendar year shall be equal to no
greater than an aggregate of 15% of the total amount of the shares of common
Stock outstanding of the Company.
7
To the extent that a Stock Option expires or is otherwise terminated without
being exercised, the shares of Stock underlying such Stock Option shall again
be available for issuance in connection with future awards under the Plan.
In the event of any merger, reorganization, consolidation, recapitalization,
stock dividend, or other change in corporate structure affecting the Stock,
the Committee shall make an appropriate adjustment in (i) the aggregate
number of shares of Stock reserved for issuance under the Plan or for which
awards may be made under the Plan, and (ii) the number and Option Price of
shares of Stock subject to outstanding Stock Options granted under the Plan;
provided, that the number of shares of Stock subject to any award shall
always be a whole number. The Committee may make other substitutions or
adjustments, but no such substitution or adjustment shall be effective if it
would cause any Stock Option previously granted to an individual described in
Section 162(m)(3) of the Code to fail to qualify for the performance-based
compensation exception prescribed by Section 162(m)(4)(C) of the code; and
further provided, that no such substitution or adjustment shall be effective,
without the Participant's consent, if it would cause the Incentive Stock
Options status of any Stock Option held by the Participant to be impaired. A
sale of all or substantially all of the assets of the Company for which a
substantial portion of the consideration provided consists of securities
shall be deemed a consolidation, amalgamation or merger for the purposes
hereof.
Shares issued pursuant to Plan awards may consist in whole or in part of
authorized and unissued shares or of treasury shares.
SECTION 4: ELIGIBILITY
Officers, directors, key employees of the Company and consultants and
advisors to the Company who are responsible for or contribute to the growth
and/or profitability of the business of the Company shall be deemed to be
Eligible Employees who eligible to be granted awards hereunder. The
Participants under the Plan shall be selected from time to time by the Plan
Administering Committee from among those Eligible Employees, and the
Committee shall determine the number of shares of Stock covered by each
award.
SECTION 5: STOCK OPTIONS
Stock Options may be granted alone, in addition to or in combination with
other awards granted under the Plan. Any Stock Option granted under the Plan
shall be in such form as the Plan Administering Committee may from time to
time approve, and the provisions of Stock Option awards need not be the same
with respect to each Participant. Recipients of Stock Options shall enter
into a stock option agreement with the Company, in such form as the Committee
shall determine, which agreement shall set forth, either expressly or by
incorporation of the terms of the Plan, among other things, the Option Price,
the term of the Stock Option and provisions regarding exercisability of the
Stock Option granted thereunder.
Stock Options granted under the Plan may be of two types: (i) Incentive Stock
Options and (ii) Non-Qualified Stock Options. The Committee shall have the
authority to grant any
8
Participant Incentive Stock Options, Non-Qualified Stock Options, or both
types of stock options as designated.
Stock Options granted under the Plan shall be subject to the following terms
and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee may determine:
(a) OPTION PRICE. The Option Price per share of Stock purchasable under a
Stock Option shall be determined by the Committee at the date of grant but in
the case of an Incentive Stock Option shall be not less than 100% of the Fair
Market Value of the Stock on such date.
(b) OPTION TERM. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten years after
the date such Stock Option is granted.
(c) EXERCISABILITY. Stock Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Committee at or after grant. The Committee may accelerate the exercisability
of a Stock Option at any time, to such extent as it may determine.
(d) TIMING AND METHOD OF EXERCISE. The exercise of a Stock Option shall be
accomplished by giving written notice of exercise to the Company specifying
the number of shares of Stock to be purchased, accompanied by payment in full
of the Option Price in cash or certified check payable to the Company. The
Company shall, prior to the delivery of any shares of Stock subject to an
exercise, make arrangements for the payment of withholding taxes, if any, as
provided in Section 6(d).
(e) NON-TRANSFERABILITY OF OPTIONS. No Incentive Stock Option shall be
transferable by the Participant otherwise than by will or by the laws of
descent and distribution, and all Incentive Stock Options shall be
exercisable, during the Participant's lifetime, only by the Participant.
Non-qualified Stock Options shall be transferable only to the extent, if any,
determined by the Committee.
(f) TERMINATION OF ELIGIBLE EMPLOYEES BY REASON OF DEATH OR DISABILITY. If
a Participant's employment with the Company terminates by reason of death,
any Stock Option held by the Participant at time of death may thereafter be
exercised, to the extent exercisable immediately prior to death (or on such
accelerated basis as the Committee shall determine at or after grant), by the
legal representative of the estate of the Participant for a period within one
year after the date of Employee's death. If the termination is for reason of
Disability, any Stock Option held by such Participant may thereafter be
exercised to the extent it was exercisable at the time of such termination
(or on such accelerated basis as the Committee shall determine at or after
grant), for a period of one year (or such shorter period as the Committee
shall specify at grant) from the date of such termination of employment or
until the expiration of the stated term of such Stock Option, whichever
period is shorter, provided, however, that, if the Participant dies within
such one-year period (or such shorter period as the Committee shall specify
at grant), any unexercised Stock Option held by such Participant shall
9
thereafter be exercisable to the extent to which it was exercisable at the
time of death for a period of one year (or such shorter period as the
Committee shall specify at grant) from the time of such death or until the
expiration of the stated term of such Stock Option, whichever period is
shorter.
(g) OTHER TERMINATION. Except as otherwise provided in this Section 5,
unless otherwise determined by the Committee, if a Participant's employment
with the Company terminates for any reason other than death or Disability,
the Stock Option may thereafter be exercised to the extent it was exercisable
at the time of such termination (or on such accelerated basis as the
Committee shall determine at or after grant) for the lesser of thirty (30)
calendar days from the date of termination or until the expiration of such
Stock Option's term; provided, that if the Participant's employment is
terminated for cause, all Stock Options then held by the Participant may
provide that they are terminated immediately.
SECTION 6: GENERAL PROVISIONS
(a) The Committee may require each person purchasing shares of Stock pursuant
to a Stock Option to represent to and agree with the Company in writing that
such person is acquiring the shares of Stock without a view to distribution
thereof. The certificates for such shares of Stock may include any legend
which the Committee deems appropriate to reflect any restrictions on
transfer.
(b) All certificates for shares of Stock delivered under the Plan shall be
subject to such stock-transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations, and other requirements of
the Securities and Exchange Commission, any stock exchange upon which the
Stock is then listed, and any applicable Federal or state securities law, and
the Committee may cause a legend or legends to be put on any such
certificates to make appropriate references to such restrictions.
(c) Nothing contained in the Plan shall prevent the Board from adopting other
or additional compensation arrangements, subject to stockholder approval if
such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. The Plan shall not
interfere in any way with the right of the Company to terminate the
employment of any of its employees at any time or to terminate the services
of any consultant or advisor to the Company.
(d) Each Participant may be required to pay, no later than the date as of
which the value of an award first becomes includible in the gross income of
the Participant for Federal income tax purposes, to the Company, or make
arrangements satisfactory to the Company regarding payment of, any Federal,
state, or local taxes of any kind required by law to be withheld with respect
to the award. The obligations of the Company under the Plan shall be
conditional on such payment or arrangements and the Company (and, where
applicable, its Subsidiaries) shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to
the Participant.
10
(e) No member of the Board or the Committee, nor any officer or employee of
the Company acting on behalf of the Board or the Committee, shall be
personally liable for any action, determination, or interpretation taken or
made in good faith with respect to the Plan, and all members of the Board or
the Committee and each and any officer or employee of the Company acting on
their behalf shall, to the extent permitted by law, be fully indemnified and
protected by the Company in respect of any such action, determination or
interpretation.
SECTION 7: EFFECTIVE DATE OF PLAN
The Plan as herein amended is presently in effect.
SECTION 8: TERM OF PLAN
No Stock Option or Restricted Stock award shall be granted under the Plan on
or after June 30, 2006, but awards granted prior to said date may extend
beyond that date.
11
Exhibit 5
OPINION OF LANG MICHENER
File Number: 53633-1
Web site: www.lmls.com
Direct Line: (604) 691-7483
E-Mail: bzinkhofer@lmls.com
November 6, 2003
DynaMotive Energy Systems Corporation
#105 - 1700 W. 75th Avenue
Vancouver, B.C. V6P 6G2
Ladies and Gentlemen:
We have acted as counsel for DynaMotive Energy Systems Corporation, a British
Columbia corporation (the "Company"), in connection with the preparation and
filing of a Registration Statement on Form S-8 (the "Registration Statement")
for the registration for sale under the Securities Act of 1933, as amended
(the "Act"), of 10,225,988 additional shares of the Company's no par value
common stock, (the "Common Stock"), which may be issued pursuant to the
DynaMotive Energy Systems Corporation 1993 Share Incentive Plan, as amended
(the "Plan"). This opinion is being furnished in accordance with the
requirements of Item 605(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined and relied upon originals
or copies, certified or otherwise identified to our satisfaction, of the
following:
1. The Registration Statement;
2. Articles of the Company;
3. Records of proceedings and actions of the Board of Directors and the
Stockholders of the Company relating to the amendments to the Plan;
4. The Plan;
5. A Certificate of the Secretary of the Company dated October 23, 2003, and
a Certificate of the Compensation Committee of the Board dated October 16,
2003, and we have assumed that all of the representations contained therein
are accurate and complete; and
6. Such other instruments, documents, statements and records of the Company
and others as we have deemed relevant and necessary to examine and rely upon
for the purpose of this opinion.
In connection with this opinion, we have assumed the legal capacity of all
natural persons, accuracy and completeness of all documents and records that
we have reviewed, the genuineness of all
12
signatures, the authenticity of the documents submitted to us as originals
and the conformity to authentic original documents of all documents submitted
to us as certified, conformed or reproduced copies.
Based upon and subject to the foregoing, we are of the opinion that the
additional 10,225,988 shares of Common Stock issuable under the Plan, when
issued and delivered by the Company in accordance with the terms of the Plan,
will be validly issued, fully paid and non-assessable securities of the
Company.
Our opinion expressed above is limited to the Company Act of the Province of
British Columbia, and we do not express any opinion herein concerning any
other laws. In addition, we express no opinion herein concerning any
statutes, ordinances, administrative decisions, rules or regulations of any
county, town, municipality or special political subdivision (whether created
or enabled through legislative action at the federal, state or regional
level). This opinion is given as of the date hereof and we assume no
obligation to advise you of changes that may hereafter be brought to our
attention. In connection therewith, we hereby consent to the use of this
opinion for filing as Exhibit 5 to the Registration Statement.
Yours very truly,
LANG MICHENER
"Lang Michener"
13
Exhibit 23.1
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-XXXX) pertaining to the DynaMotive Energy Systems
Corporation 1993 Stock Option Plan of our report dated August 1, 2003, with
respect to the consolidated financial statements of DynaMotive Energy Systems
Corporation included in its Annual Report for the year ended December 31,
2002, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Vancouver, Canada Chartered Accountants
November 6, 2003
14