FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities and Exchange Act of 1934
For the month of September, 2001
API ELECTRONICS GROUP INC. (Formerly: Investorlinks.com Inc.)
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(Translation of registrant's name into English)
Suite 301, 2 Adelaide Street West, Toronto, Ontario M5H 1L6
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover form 20-F or Form 40-F:
Form 20-F X Form 40-F
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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 12g3-2b under the Securities Exchange Act of 1934:
Yes: No: X
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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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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.
API ELECTRONICS GROUP INC.
(Formerly Investorlinks.com Inc.)
Date: October 2, 2001 By: /Jason DeZwirek/
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Jason DeZwirek, Executive V.P.,
Secretary and Director
API ELECTRONICS GROUP INC.
505 University Avenue
Suite 1400
Toronto, Ontario
M5G 1X3
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT an annual meeting (the "Meeting") of
shareholders of API ELECTRONICS GROUP INC. (the "Corporation") will be held at
the offices of WeirFoulds LLP, Suite 1600, The Exchange Tower, 130 King Street
West, Toronto, Ontario on Tuesday, the 30th day of October, 2001 at the hour of
11:00 o'clock in the forenoon (Toronto time), for the following purposes:
1. to receive and consider the audited consolidated financial
statements of the Corporation for the financial period ended
April 30, 2001, together with the auditors' report thereon;
2. to elect five (5) directors of the Corporation;
3. to reappoint BDO Dunwoody LLP, Chartered Accountants, as the
auditors of the Corporation to hold office until the close of the
next annual meeting of shareholders of the Corporation, and to
authorize the directors of the Corporation to fix the auditors'
remuneration; and
4. to transact such other business as properly may be brought before
the Meeting or any adjournment or adjournments thereof.
The specific details of the matters to be put before the Meeting as
identified above are set forth in a management information circular (the
"Circular") of the Corporation accompanying and forming part of this Notice.
This Notice, accompanying Circular, audited consolidated financial
statements for the financial period ended April 30, 2001 and unaudited
consolidated financial statements for the three-month period ended July 31,
2001, have been sent to each director of the Corporation, each shareholder of
the Corporation entitled to notice of the Meeting and the auditors of the
Corporation.
Shareholders who are unable to attend the Meeting in person are
requested to sign and return the enclosed form of proxy to the Corporation c/o
Equity Transfer Services Inc., Richmond Adelaide Centre, Suite 420, 120 Adelaide
Street West, Toronto, Ontario M5H 4C3.
DATED at Toronto, Ontario this 25th day of September, 2001.
BY ORDER OF THE BOARD OF DIRECTORS
Phillip DeZwirek, Chairman
NOTE: The directors have fixed the hour of 4:00 p.m. (Toronto time) on the
29th day of October, 2001 before which time the instrument of proxy to
be used at the Meeting must be deposited with the Corporation c/o
Equity Transfer Services Inc., Richmond Adelaide Centre, Suite 420,
120 Adelaide Street West, Toronto, Ontario M5H 4C3, provided that a
proxy may be delivered to the Chairman of the Meeting on the day of
the Meeting or any adjournment thereof prior to the time for voting.
API ELECTRONICS GROUP INC.
MANAGEMENT INFORMATION CIRCULAR
SOLICITATION OF PROXIES
This management information circular (the "Circular") is furnished in
connection with the solicitation of proxies by the management of API Electronics
Group Inc. (the "Corporation") for use at an annual meeting (the "Meeting") of
shareholders of the Corporation to be held at the time and place and for the
purposes set forth in the attached notice (the "Notice") of special meeting of
shareholders. It is expected that the solicitation will be by mail primarily,
but proxies may also be solicited personally by management of the Corporation.
The cost of such solicitation will be borne by the Corporation.
APPOINTMENT, REVOCATION AND DEPOSIT OF PROXIES
The persons named in the enclosed form of proxy are directors and
officers of the Corporation.
A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A
SHAREHOLDER) TO ATTEND AND ACT FOR HIM OR HER AND ON HIS OR HER BEHALF AT THE
MEETING OTHER THAN THE PERSONS DESIGNATED IN THE ENCLOSED FORM OF PROXY. SUCH
RIGHT MAY BE EXERCISED BY STRIKING OUT THE NAMES OF THE PERSONS DESIGNATED IN
THE FORM OF PROXY AND BY INSERTING IN THE BLANK SPACE PROVIDED FOR THAT PURPOSE
THE NAME OF THE DESIRED PERSON OR BY COMPLETING ANOTHER PROPER FORM OF PROXY
AND, IN EITHER CASE, DELIVERING THE COMPLETED AND EXECUTED PROXY TO THE
CORPORATION C/O EQUITY TRANSFER SERVICES INC., RICHMOND ADELAIDE CENTRE, SUITE
420, 120 ADELAIDE STREET WEST, TORONTO, ONTARIO M5H 4C3, AT ANY TIME PRIOR TO
4:00 P.M. (TORONTO TIME) ON OCTOBER 29, 2001.
A shareholder forwarding the enclosed form of proxy may indicate the
manner in which the appointee is to vote with respect to any specific item by
checking the appropriate space. If the shareholder giving the proxy wishes to
confer a discretionary authority with respect to any item of business, then the
space opposite the item is to be left blank. The shares represented by the proxy
submitted by a shareholder will be voted in accordance with the directions, if
any, given in the proxy.
A shareholder who has given a proxy may revoke it at any time in so far
as it has not been exercised. A proxy may be revoked, as to any matter on which
a vote shall not already have been cast pursuant to the authority conferred by
such proxy, by instrument in writing executed by the shareholder or by his or
her attorney authorized in writing or, if the shareholder is a body corporate,
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by an officer or attorney thereof duly authorized, and deposited at the
registered office of the Corporation at any time prior to 4:00 p.m. October 29,
2001 being the last business day preceding the day of the Meeting, or any
adjournment thereof, or with the Chairman of the Meeting on the day of the
Meeting or any adjournment thereof, and upon either of such deposits the proxy
is revoked. A proxy may also be revoked in any other manner permitted by law.
The Corporation's registered office is located at Suite 1400, 505 University,
Toronto, Ontario M5G 1X3.
MANNER OF VOTING AND EXERCISE OF DISCRETION BY PROXIES
The persons named in the enclosed form of proxy will vote or withhold
from voting common shares ("Common Shares") in the capital of the Corporation in
respect of which they are appointed in accordance with the direction of the
shareholders appointing them. In the absence of such direction, such Common
Shares will be voted FOR each of the matters identified in the Notice and
described in this Circular.
The enclosed form of proxy confers discretionary authority upon the
persons named therein with respect to amendments or variations to matters
identified in the Notice, and with respect to other matters which may properly
come before the Meeting. At the time of the printing of this Circular,
management of the Corporation knows of no such amendments, variations or other
matters to come before the Meeting other than the matters referred to in the
Notice.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The authorized share capital of the Corporation consists of an
unlimited number of Common Shares and an unlimited number of special shares. As
of the date of this Circular, an aggregate of 10,892,972 Common Shares and no
special shares of the Corporation were issued and outstanding. Each Common Share
entitles the holder thereof to one vote at all meetings of shareholders of the
Corporation.
All shareholders of record at the close of business on September 25,
2001, the "Record Date", will be entitled either to attend and vote at the
Meeting in person Common Shares held by them or, provided a completed and
executed proxy shall have been delivered to the Corporation as described above,
to attend and vote thereat by proxy the shares held by them. However, if a
holder of Common Shares has transferred any Common Shares after the Record Date
and the transferee of such shares establishes ownership thereof and makes a
written demand, not later than ten days before the Meeting, to be included in
the list of shareholders entitled to vote at the Meeting, the transferee will be
entitled to vote such Common Shares.
As of the date of this Circular, the only person or company who, to the
knowledge of the directors and senior officers of the Corporation, beneficially
owns, directly or indirectly, or exercises control or direction over more than
ten percent (10%) of the issued and outstanding Common Shares is as follows:
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Percentage of
Number of Outstanding Common
Name Common Shares Shares
Phillip DeZwirek(a) 1,574,414 14.44%
Jason DeZwirek (b) 1,409,439 12.94%
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Notes:
(a) Phillip DeZwirek holds 50% of Icarus Investments Corp., which in turn holds
50.01% of Can-Med Technology, Inc. Mr. Phillip DeZwirek holds indirectly
approximately 1,409,439 Common Shares representing approximately 12.94% of
outstanding Common Shares. Phillip DeZwirek also controls Technapower
Industries Corporation, that holds 164,975 Common Shares, for an additional
1.5 % of Common Shares.
(b) Jason DeZwirek holds 50% of Icarus Investments Corp., which in turn holds
50.01% of Can-Med Technology, Inc. Mr. Jason DeZwirek holds indirectly
approximately 1,409,439 Common Shares representing approximately 12.94% of
outstanding Common Shares.
PARTICULARS OF MATTER TO BE ACTED UPON
ELECTION OF DIRECTORS
The number of directors on the board of directors of the
Corporation must consist of not more than ten (10) directors and not less than
three (3) directors to be elected annually. The board of directors of the
Corporation is currently comprised of five (5) directors. The number of
directors to be elected at the Meeting is five (5). Unless otherwise specified,
the persons named in the enclosed form of proxy will vote FOR the election of
the nominees whose names are set forth below. Management of the Corporation does
not contemplate that any of the nominees will be unable to serve as a director,
but if that should occur for any reason prior to the Meeting, the persons named
in the enclosed form of proxy reserve the right to vote for another nominee in
their discretion. Each director elected will hold office until the close of the
first annual meeting of shareholders of the Corporation following his or her
election unless his or her office is earlier vacated in accordance with the
by-laws of the Corporation.
The following table and the notes thereto set out the name and
municipality of residence of each person proposed to be nominated for election
as a director, his or her current position and office with the Corporation, his
or her present principal occupation or employment, the date on which he or she
was first elected or appointed a director of the Corporation, and the
approximate number of Common Shares beneficially owned, directly or indirectly,
or over which he or she exercises control or direction as at the date of this
Circular:
Name, Municipality
of Residence and Number of
Position(s) held with Principal Occupations During Director Corporation
the Corporation the Past Five Years Since Shares held
Thomas W. Mills President and Chief Operating Officer of API August, 2001 328,250
Long Island, N.Y. Electronics Inc. since 1981.
President and Director
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Name, Municipality
of Residence and Number of
Position(s) held with Principal Occupations During Director Corporation
the Corporation the Past Five Years Since Shares held
Phillip DeZwirek Chairman and Chief Executive Officer of API August, 2001 1,574,414(a)
Toronto, Ontario Electronics Inc. since 1978; Chairman, Chief
Chairman, Chief Executive Executive Officer and Director of CECO
Officer, Treasurer and Environmental Corp. since August 1979;
Director Director of Kirk & Blum and kbd/Technic
since 1999; President of Can-Med Technology,
Inc. d/b/a Green Diamond Corp. since 1990.
Jason DeZwirek Vice President and Director of CECO August, 2001 1,409,439(b)
Toronto, Ontario Environmental Corp. since February, 1994 and
Secretary Secretary of CECO since February 20, 1998.
Since October 1999 has been as Founder and
President of kaboose.com Inc., a company
engaged in the development of interactive
educational content.
James C. Cassina President, CEO and Director of Energy Power September, 7,666
Toronto, Ontario Systems Limited. President of Core Financial 2001
Director Enterprises Inc.
Sandra J. Hall Comptroller of InvestorLinks.com Inc. ("IL") April, 2000 6,916
Director (former name of the Corporation) from
Ajax, Ontario November, 1996 through June, 2000.
Appointed Director in April, 2000 and
appointed Secretary in June, 2000. Secretary,
Director and Vice President of Corporate
Affairs for Energy Power Systems Limited.
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Notes:
(a) Mr. Phillip DeZwirek holds 50% of Icarus Investments Corp., which in turn
holds 50.01% of Can-Med Technology, Inc. Mr. Phillip DeZwirek holds
indirectly approximately 1,409,439 Common Shares representing approximately
12.94% of outstanding Common Shares. Mr. Phillip DeZwirek also controls
Technapower Industries Corporation, that holds 164,975 Common Shares, for
an additional 1.5 % of Common Shares.
(b) Mr. Jason DeZwirek holds 50% of Icarus Investments Corp., which in turn
holds 50.01% of Can-Med Technology, Inc. Mr. Jason DeZwirek holds
indirectly approximately 1,409,439 Common Shares representing approximately
12.94% of outstanding Common Shares.
APPOINTMENT OF AUDITORS
BDO Dunwoody LLP, Chartered Accountants, are the current auditors of the
Corporation and were first appointed auditors of the Corporation on June 5,
1997. Shareholders of the Corporation will be asked at the Meeting to reappoint
BDO Dunwoody LLP as the Corporation's auditors to hold office until the close of
the next annual meeting of shareholders of the Corporation, and to authorize the
directors of the Corporation to fix the auditors' remuneration.
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Unless otherwise specified, the persons named in the enclosed form of proxy will
vote FOR the said reappointment of BDO Dunwoody LLP as the auditors of the
Corporation and FOR authorizing the directors to fix the remuneration of the
auditors.
STATEMENT OF EXECUTIVE COMPENSATION
Ontario securities law requires that a "Statement of Executive
Compensation" in accordance with the Securities Act (Ontario) be included in
this Circular. The Corporation is required to disclose information about the
compensation paid to, or earned by the Corporation's President or Chief
Executive Officer and each of the other four most highly compensated executive
officers of the Corporation earning more than $100,000 in total salary and bonus
for the fiscal year ended April 30, 2001. The following addresses the applicable
items identified.
Summary Compensation Table
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The following table sets forth certain information with respect to the
compensation of Mr. Romaine Gilliland and Ms. Elizabeth Kirkwood as at the
financial year ended April 30, 2001:
Romaine Gilliland(a)
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Long Term
Annual Compensation Compensation
Other Annual Securities under All other
Year Salary Bonus Compensation(c) Options/Granted(b) Compensation
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2001 104,246Nil 18,421 110,000/110,000 Nil
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Notes:
(a) Mr. Romaine Gilliland was appointed President and Chief Executive Officer
on June 6, 2000 and resigned April 10, 2001.
(b) On June 26, 2000 the Corporation granted 110,000 options exercisable at
US$2.55. These options expired unexercised on July 10, 2001.
(c) During the year ended April 30, 2001 the Corporation's subsidiary paid
$8,795 in accounting fees, $8,370 in automobile benefits and $1,256 in
professional dues.
Elizabeth Kirkwood (a)
----------------------
Long Term
Annual Compensation Compensation
Other Annual Securities under All other
Year Salary Bonus Compensation Options/Granted Compensation
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2000 $85,000Nil $18,000(b) 10,000(c) Nil
1999 $85,000Nil $24,000(b) Nil(d) Nil
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Notes:
(a) Ms. Kirkwood resigned as President and Chief Executive Officer effective
June 6, 2000.
(b) These amounts represent management fees paid and accrued by the then 64%
owned subsidiary of the corporation, First Strike Diamonds Inc. (formerly:
Vertex Ventures Inc.).
(c) On August 3, 1999, the Corporation granted to Ms. Kirkwood stock options to
acquire up to 50,000 common shares, exercisable at $0.30 expiring on August
3, 2002. Of these options, Ms. Kirkwood exercised 20,000 on February 22,
2000 leaving her with 30,000 options. As at August 31, 2001, on
consolidation Ms. Kirkwood's remaining 30,000 options became and are now
10,000 options, excisable at $0.90.
(d) On August 3, 1999, Ms. Kirkwood released stock options to acquire 50,000
Common Shares and 10,000 Common Shares exercisable at $17.00 and $10.00
respectively.
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Long-Term Incentive Plan Awards
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The Corporation did not have a long-term incentive plan (the definition
of "long-term incentive plan" contained in the Securities Act (Ontario)
expressly excludes a stock option plan as referred to below) during the
financial year ended April 30, 2001.
Stock Options/SAR Grants
------------------------
In 1995 the board of directors of the Corporation authorized a stock
option plan (the "Option Plan") for directors, officers and employees of the
Corporation. The terms of the Option Plan restricts options granted at any point
in time to 10% of the outstanding Common Shares. Also, no optionee can be
granted options of more than 5% of the outstanding Common Shares at one point in
time. The maximum term of any option granted is five years.
During the financial year ended April 30, 2000, the Corporation granted
to Ms. Kirkwood, stock options to acquire 50,000 Common Shares, exercisable at
$0.30 per share expiring August 3, 2002. On February 22, 2000, Ms. Kirkwood
exercised stock options to acquire 20,000 Common Shares at $0.30 per share.
During the fiscal year ended April 30, 2001 a total of 553,000 Common Share
purchase options, exercisable at US$2.55 were issued to directors of the
Corporation. Of those, 380,000 options were released on March 1, 2001, 110,000
options expired on July 10, 2001 and 63,000 options were released on July 24,
2001.
Aggregated Option/SAR Exercises and Financial Year-End Option/SAR Values
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The following table discloses the number and value of exercised and
unexercised options held by Ms. Kirkwood and Mr. Gilliland during the last
completed financial year:
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Name Securities Aggregate Unexercised Value of Unexercised in-
Acquired on Value Options/SARs at the-Money Options/SARs
Exercise Realized April 30, 2001 at April 30, 2001:
Exercisable/Unexercisable
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Romaine Gilliland Nil N/A 110,000 Nil
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Elizabeth Kirkwood Nil N/A 28,000 Nil
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Employment Contracts
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There are no employment contracts between or among the Corporation, any
of its subsidiaries or any officers and directors thereof.
Compensation of Directors
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No directors of the Corporation were compensated by the Corporation or
any of its subsidiaries during the financial year ended April 30, 2001 for their
services in their capacity as directors.
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During the financial year-ended April 30, 2001, the Corporation paid to
1014620 Ontario Ltd. (a corporation controlled by Elizabeth J. Kirkwood) $12,500
and $38,000 for, respectively, executive office rent, accounting and corporate
administrative services, as well as $1,600 for web-site hosting and maintenance.
During the fiscal financial year-ended April 30, 2001, the Corporation paid
consulting fees in the amount of $30,227 to Frank Kollar (a former director) and
consulting fees in the amount of $25,000 to Ms. Kirkwood.
For the financial year ended April 30, 2001, Ms. Sandra Hall, the
Secretary and a director of the Corporation was compensated $23,500 for
corporate secretarial and administrative services.
INDEBTEDNESS OF DIRECTORS AND OFFICERS
No director or officer of the Corporation or associate of any director
or officer of the Corporation is, or at any time since the beginning of the
Corporation's financial year ended April 30, 2001 has been, indebted to the
Corporation or any of its subsidiaries.
FINANCIAL STATEMENTS
A copy of the audited consolidated financial statements of the
Corporation for the financial year ended April 30, 2001, together with the
auditors' report thereon accompany this Circular. The directors will place
before the Meeting the said financial statements and auditors' report.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
No insider of the Corporation, as defined in the Securities Act
(Ontario),(1) or associate or affiliate thereof, has any material interest in
any transaction completed since the commencement of the Corporation's financial
year ended April 30, 2001 or in any proposed transaction which has materially
affected or will materially affect the Corporation or any of its subsidiaries
except as disclosed elsewhere in the management information circular.
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Note:
(1) The definition of "insider" contained in the Securities Act (Ontario)
includes every director or senior officer of a corporation, every
director or senior officer of a corporation that is itself an insider
or subsidiary of a corporation and any person or corporation/company
who beneficially owns, directly or indirectly, or who exercises
control or direction over, more than 10% of the outstanding common
shares of a corporation.
DIRECTORS' APPROVAL
The contents and the sending of this Circular to the shareholders of
the Corporation have been approved by the board of directors of the Corporation.
Unless otherwise specified, information contained in this Circular is given as
of September 25, 2001.
DATED at Toronto, Ontario this 25th day of September, 2001.
BY ORDER OF THE BOARD
Phillip DeZwirek, Chairman
API ELECTRONICS GROUP INC.
505 University Avenue
Suite 1400
Toronto, Ontario M5G 1X3
FORM OF PROXY SOLICITED BY THE MANAGEMENT OF API ELECTRONICS GROUP INC.
FOR USE AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 30, 2001.
The undersigned shareholder(s) of API ELECTRONICS GROUP INC. (the
"Corporation") hereby appoint(s) in respect of all of his or her
shares of the Corporation Phillip DeZwirek, Chairman of the
Corporation, or failing him, Jason DeZwirek, Secretary of the
Corporation, or in lieu of the foregoing ________________ as
nominee of the undersigned, with power of substitution, to
attend, act and vote for the undersigned at the annual meeting
(the "Meeting") of shareholders of the Corporation to be held on
the 30th day of October, 2001, and any adjournment or
adjournments thereof, and direct(s) the nominee to vote the
shares of the undersigned in the manner indicated below:
1. TO VOTE FOR ( ) WITHHOLD FROM VOTING ( ) in the election of
directors.
2. TO VOTE FOR ( ) WITHHOLD FROM VOTING ( ) on reappointing BDO
Dunwoody LLP, Chartered Accountants, as auditors of the
Corporation to hold office until the close of the next annual
meeting of shareholders of the Corporation and to authorize the
directors of the Corporation to fix the auditors' remuneration.
If any amendments or variations to matters identified in the
Notice of the Meeting are proposed at the Meeting or if any other
matters properly come before the Meeting, this proxy confers
discretionary authority to vote on such amendments or variations
or such other matters according to the best judgment of the
person voting the proxy at the Meeting.
DATED the day of , 2001.
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Signature of Shareholder(s)
-----------------------------------
Print Name
(see notes on back of this page)
NOTES:
(1) This form of proxy must be dated and signed by the appointor or his attorney
authorized in writing or, if the appointer is a body corporate, this form of
proxy must be executed by an officer or attorney thereof duly authorized. If the
proxy is not dated, it will be deemed to bear the date on which it was mailed.
(2) The shares represented by this proxy will be voted or withheld from voting
in accordance with the instructions of the shareholder on any ballot that may be
called for.
(3) A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A
SHAREHOLDER) TO ATTEND AND ACT FOR HIM OR HER ON HIS OR HER BEHALF AT THE
MEETING OTHER THAN THE PERSONS DESIGNATED IN THE ENCLOSED FORM OF PROXY. SUCH
RIGHT MAY BE EXERCISED BY STRIKING OUT THE NAMES OF THE PERSONS DESIGNATED IN
THIS FORM OF PROXY AND BY INSERTING IN THE BLANK SPACE PROVIDED FOR THAT PURPOSE
THE NAME OF THE DESIRED PERSON OR BY COMPLETING ANOTHER FORM OF PROXY AND, IN
EITHER CASE, DELIVERING THE COMPLETED AND EXECUTED PROXY TO THE CORPORATION C/O
EQUITY TRANSFER SERVICES INC., RICHMOND ADELAIDE CENTRE, SUITE 420, 120 ADELAIDE
STREET WEST, TORONTO, ONTARIO, M5H 4C3, AT ANY TIME PRIOR TO 4:00 P.M. (TORONTO
TIME) ON THE 29TH DAY OF OCTOBER, 2001.
(4) IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, THE PERSONS NAMED IN THIS
FORM OF PROXY WILL VOTE FOR EACH OF THE MATTERS IDENTIFIED IN THIS PROXY.
(5) This proxy ceases to be valid one year from its date.
(6) If your address as shown is incorrect, please give your correct address when
returning this proxy.
API ELECTRONICS GROUP INC.
(the "Corporation")
SUPPLEMENTAL MAILING LIST
-------------------------
Canadian securities legislation obliges the Corporation to deliver its interim
financial statements to any person or company who submits a written request to
the Corporation for such statements, including a statement signed by such person
or company that the person or company is the owner of securities of the
Corporation. If you would like your name placed on the supplemental mailing list
maintained by the Corporation for this purpose kindly complete the form below
and return it to the Corporation at the following address or fax it to the
Corporation at the following fax number:
API ELECTRONICS GROUP INC.
505 University Avenue
Suite 1400
Toronto, Ontario
M5G 1X3
Fax: (416) 593-4658
---------------------------------DETACH HERE-----------------------------------
API ELECTRONICS GROUP INC.
(the "Corporation")
I would like my name placed on the supplemental list of shareholders maintained
by the Corporation and confirm that I am an owner of securities of the
Corporation.
Name:
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Address:
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Signature: Date:
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