DIGITAL ROOSTER.COM INC.
366 BAY STREET
11TH FLOOR
TORONTO, ONTARIO
M5H 4B2
MANAGEMENT INFORMATION CIRCULAR
SOLICITATION OF PROXIES
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THIS MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE
SOLICITATION OF PROXIES BY OR ON BEHALF OF THE MANAGEMENT OF DIGITAL ROSTER.COM
INC. (THE "CORPORATION") FOR USE AT THE ANNUAL AND SPECIAL MEETING OF
SHAREHOLDERS OF THE CORPORATION (THE "MEETING") TO BE HELD ON NOVEMBER 23, 2001
AT 10:00 AM (TORONTO TIME) AT THE TORONTO HILTON HOTEL, VARLEY ROOM, 145
RICHMOND STREET WEST, TORONTO, ONTARIO CANADA AND, AT ANY ADJOURNMENTS THEREOF.
It is expected that the solicitation will be primarily by mail, possibly
supplemented by telephone. The Corporation may also pay brokers, investment
dealers or nominees holding common shares in their names or in the names of
their principals for their reasonable expenses in sending solicitation material
to their principals.
No person is authorized to give any information or to make any
representations other than those contained in this circular and, if given or
made, such information must not be relied upon as having been authorized.
APPOINTMENT OF PROXY
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THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY ARE DIRECTORS OR
OFFICERS OF THE CORPORATION. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON
(WHO NEED NOT BE A SHAREHOLDER OF THE CORPORATION) TO ATTEND, ACT AND VOTE FOR
HIM AND ON HIS BEHALF AT THE MEETING OR ANY ADJOURNMENT(S) THEREOF, OTHER THAN
THE PERSONS DESIGNATED IN THE ENCLOSED FORM OF PROXY, BY INSERTING SUCH PERSON'S
NAME IN THE SPACE PROVIDED IN THE FORM OF PROXY AND BY DELETING THE NAMES
THEREIN.
All common shares (hereinafter referred to as "common shares" or "shares")
represented by properly executed proxies received by the Secretary of the
Corporation in a timely fashion will be voted or withheld from voting in
accordance with the instructions of the Shareholders on any ballot that may be
called for at the Meeting; if a choice is specified in respect of any matter to
be acted upon, the shares will be voted accordingly. IN THE ABSENCE OF SUCH
DIRECTION, THE SHARES WILL BE VOTED FOR (I) THE ELECTION OF DIRECTORS; (II) FOR
THE APPOINTMENT OF AUDITORS AND THE AUTHORIZATION OF THE DIRECTORS OF THE
CORPORATION TO FIX THE AUDITORS' REMUNERATION; AND (III) FOR THE APPROVAL OF AN
ORDINARY RESOLUTION AUTHORIZING THE CORPORATION TO ISSUE BY WAY OF PRIVATE
PLACEMENT UP TO 30,000,000 COMMON SHARES FOR SUCH CONSIDERATION AS THE DIRECTORS
MAY IN THEIR DISCRETION FROM TIME TO TIME APPROVE, ALL AS MORE PARTICULARLY
DESCRIBED UNDER THOSE HEADINGS IN THIS MANAGEMENT INFORMATION CIRCULAR.
THE ENCLOSED FORM OF PROXY, WHEN PROPERLY EXECUTED, CONFERS DISCRETIONARY
AUTHORITY WITH RESPECT TO ALL AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN
THE NOTICE OF MEETING OR OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE
MEETING. As of the date of this Circular, management is not aware of any such
amendment, variation or other matter proposed or likely to come before the
meeting. However, if any such amendment, variation or other matter properly
comes before the meeting, it is the intention of the persons named in the
enclosed from of proxy to vote on such other business in accordance with their
judgement.
The enclosed form of proxy must be dated and executed by the Shareholder or
his attorney authorized in writing, or if the Shareholder is a corporation,
under its corporate seal or by a duly authorized officer or attorney thereof.
If the form of proxy is executed by an attorney, the authority of the attorney
to act must accompany the form of proxy. The form of proxy must be received by
the Corporation's Transfer Agent, Heritage Trust Company, 4 King Street West,
Suite 1320, Toronto, Ontario, M5H 1B6 on or before the close of business on the
last day preceding the day of the meeting or any adjournment thereof at which
the proxy is to be used, or delivered to the Chairman of the meeting on the day
of the meeting or any adjournment thereof prior to the commencement of the
meeting or any adjournment thereof.
Only registered holders of common shares of the Corporation ("common
shares") or the person they validly appoint as their proxy are permitted to vote
at the meeting. However, in many cases, common shares beneficially owned by a
person (a "non-registered holder") are registered either in the name of an
intermediary (including, banks, trust companies, securities dealers or brokers
and trustees or administrators of self administered RRSP's, RRIF's, RESP's and
similar plans) that the non-registered holder deals with in respect of the
shares, or in the name of a clearing agency (such as the Canadian Depository of
Securities Limited) of which the intermediary is a participant. The Corporation
will have distributed copies of the Notice of Meeting, this Circular, and the
enclosed form of proxy (collectively, the "meeting materials") to the clearing
agencies and intermediaries for onward distribution to non-registered holders of
Common Shares. Intermediaries are required to forward the meeting materials to
non-registered holders unless a non-registered holder has waived a right to
receive them. Intermediaries often use service companies to forward the meeting
materials to non-registered holders. Generally, non-registered holders who have
not waived the right to receive materials will either:
(i) be given a form of proxy which has already been signed by the
intermediary which is restricted as to the number of shares beneficially owned
by the non-registered holder, but which is otherwise completed. This form of
proxy need not be signed by the non-registered holder. In this case, the
non-registered holder who wished to submit a proxy should properly complete the
applicable form of proxy and submit it to the President of the Corporation/ c/o
Heritage Trust Company, 4 King Street West, Suite 1320, Toronto, Ontario M5H
1B6, with respect to the common share beneficially owned by such non-registered
holder, in accordance with instructions elsewhere in this Circular; or
(ii) more typically, be given a form of proxy 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 provider, will constitute
authority and instructions (often called a proxy authorisation form), which the
intermediary must follow. Typically, the non-registered holder will be given a
page of instructions, which contains a removable label containing a bar code or
other information. In order for the form of proxy to validly constitute a proxy
authorisation form, the non-registered holder must remove the label form the
instructions and affix it to the form of proxy, properly complete and sign the
form of proxy and submit it to the intermediary or its service company. In
either case, the purpose of this procedure is to permit the non-registered
holder to direct the voting of the shares he or she beneficially owns.
SHOULD A NON-REGISTERED HOLDER WHO RECEIVES EITHER FORM OF PROXY WHICH TO
VOTE AT THE MEETING IN PERSON, THE NON-REGISTERED HOLDER SHOULD STRIKE OUT THE
PERSONS NAMED IN THE PROXY AND INSERT THE NON-REGISTERED HOLDER'S NAME IN THE
BLANK SPACE PROVIDED. IN EITHER CASE, THE NOON-REGISTERED HOLDER SHOULD
CAREFULLY FOLLOW THE INSTRUCTIONS OF THEIR INTERMEDIARY, INCLUDING THOSE
REGARDING WHEN AND WHERE THE PROXY OR PROXY AUTHORIZATION FORM IS TO BE
DELIVERED.
REVOCATION OF PROXIES
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Pursuant to Section 110(4) of the Business Corporations Act (Ontario), any
Shareholder giving a proxy may revoke a proxy by instrument in writing executed
by the Shareholder or by his attorney authorized in writing, or if the
Shareholder is a corporation, under the corporate seal or by a duly authorized
officer or attorney thereof and deposited at the Corporation's registrar and
transfer agent, Heritage Trust Company, 4 King Street West, Suite 1320, Toronto,
Ontario, M5H 1B6, on or before the close of business on the last day preceding
the day of the meeting or any adjournment thereof at which the proxy is to be
used, or delivered to the Chairman of the meeting on the day of the meeting or
any adjournment thereof prior to the commencement of the Meeting, to be held on
November 23, 2001 or any adjournment thereof or in any other manner permitted by
law.
All matters to be submitted to the Shareholders at the Meeting, unless
otherwise stated herein, require for approval a favourable majority of the votes
cast at the Meeting.
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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
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Except as set out herein and except as insofar as they may be shareholders
of the Corporation, no director or officer of the Corporation, nor any associate
or affiliate of the foregoing persons has any material interest, direct or
indirect, by way of beneficial ownership or otherwise, in matters to be acted
upon at the Meeting.
VOTING OF COMMON SHARES AND PRINCIPAL HOLDERS THEREOF
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The holders of the common shares of the Corporation will be entitled to
vote at the Meeting on all matters. Pursuant to Section 100(2) of the Business
Corporations Act (Ontario) and in accordance with National Policy Statement No.
41 adopted by the Ontario Securities Commission, each holder of a common share
of the Corporation at the close of business on October 17, 2001 (the "Record
Date") is entitled to one (1) vote for each such share held, except to the
extent that such shares may have been transferred after the Record Date and the
transferee produces properly endorsed share certificates or otherwise
establishes that he owns the shares and requests, not later than ten (10) days
before the meeting, that the transfer agent, Heritage Trust Company, include his
or her name in the list of Shareholders. As at September 30, 2001, 34,330,866
common shares of the Corporation were issued and outstanding.
To the best knowledge of the Directors or Senior Officers of the
Corporation, at the date hereof, the following persons beneficially own,
directly or indirectly, or exercise control or direction over securities of the
Corporation carrying more than ten (10) percent of the voting rights attached to
any class of voting securities of the Corporation.
Approximate number of Voting Shares,
Beneficially Owned, Directly or Indirectly, or Percentage of Outstanding
Name of Shareholder over which Control or Direction is Exercised Voting Shares Represented
- ------------------- ---------------------------------------------- --------------------------
John A. van Arem 9,600,000 28%
Anthony Korculanic 8,000,000 23%
PARTICULARS OF MATTERS TO BE ACTED UPON AT MEETING
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ELECTION OF DIRECTORS
The Board of Directors of the Corporation consists of three directors, John
A. van Arem, Hubert Mockler and Sean Husvar. Brian Usher-Jones, who was first
appointed as a director of the Corporation in December 1999 resigned from the
Board for personal reasons on August 30, 2001. There is currently one vacancy
on the board of directors. The four persons named in the enclosed form of
proxy intend to vote for the election of those nominees whose names are set
forth below. The nominees unless otherwise noted are now members of the Board
of Directors and have been since the dates indicated. Management does not
contemplate that any nominee will be unable to serve as a director, but, if such
an event 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, unless authority to vote the proxy for the election of
directors has been withheld. Each Director elected will hold office until the
next Annual Meeting of Shareholders or until his successor is duly elected,
unless the office is earlier vacated in accordance with the by-laws of the
Corporation.
The Corporation does not have an Executive Committee of its Board of
Directors. Pursuant to Section 158(1) of the Business Corporations Act
(Ontario) the Corporation has an Audit Committee which is comprised of Messrs.
John A. van Arem, Hubert Mockler and Sean Husvar.
The following table and notes thereto state the names of all persons
proposed to be nominated for election as directors, all other major positions
and offices with the Corporation presently held by them, their principal
occupation or employment, the year in which they became directors of the
Corporation, and the approximate number of voting shares of the Corporation
-3-
beneficially owned, directly or indirectly, or over which control or direction
is exercised by each of them as at October 17, 2001: (1)
Number of Voting Shares
Beneficially Owned,
Present Principal Directly or Indirectly or
Occupation or Employment over Which Control or
Name, Address with the Corporation Year Became Director Direction is Exercised(2)
- ----------------- ------------------------------- -------------------- --------------------------
John A. van Arem President, Chief Executive 1999 9,600,000
Toronto, Ontario Officer of the Corporation
and Director (1)
- ----------------- ------------------------------- -------------------- --------------------------
Hubert Mockler Director (1) 1999 209,217
Toronto, Ontario
- ----------------- ------------------------------- -------------------- --------------------------
Sean Husvar Director (1) 1999 Nil
Buffalo, New York
- ----------------- ------------------------------- -------------------- --------------------------
Wayne A. Doss Independent management Not applicable Nil
Weston, Florida consultant, formerly
President & Chief Executive
Officer of Keller Ladders,
Inc. & Biltbest of California,
Inc. (formerly Keller
Industries, Inc.) from 1993
to December 31, 1999.
- ----------------- ------------------------------- -------------------- --------------------------
(1) Member of the Audit Committee
(2) The information as to shares beneficially owned, directly or indirectly,
not being within the knowledge of the Corporation, has been furnished by
the respective directors individually.
UNLESS A PROXY SPECIFIES THAT THE SHARES IT REPRESENTS SHOULD BE WITHHELD
FROM VOTING IN THE ELECTION OF DIRECTORS, THE POTENTIAL PROXY HOLDERS NAMED IN
THE ACCOMPANYING PROXY INTEND TO USE IT TO VOTE FOR THE ELECTION OF THE NOMINEES
AS INDICATED.
APPOINTMENT OF AUDITORS
Management proposes to nominate Mintz & Partners LLP, Chartered
Accountants, Toronto, Ontario, the present auditors, for reappointment as the
auditors of the Corporation to hold office unit the close of the next annual
meeting of shareholders. It is intended that on any ballot that may be called
relating to the appointment and remuneration of auditors, the Shares represented
by proxies in favour of the named management nominees will be voted for the
appointment of Mintz & Partners LLP as auditors of the Corporation with
remuneration to be fixed by the directors, unless a Shareholder specifies in his
proxy that his Shares are to be withheld from voting in the appointment of
auditors. On June 1, 2000, Silver Gold Glatt & Grosman LLP, Chartered
Accountants, Toronto, Ontario, resigned as the Corporation's auditors after
discussions to facilitate the appointment of another auditor more economically
able to perform both the Corporation's Canadian auditing requirements and the
audit requirements in connection with the Corporation's registration statement
filing with the United States Securities and Exchange Commission. The Board of
Directors appointed Mintz & Partners LLP to fill the vacancy created by Silver
Gold Glatt & Grosman LLP's resignation to hold office until this Annual Meeting.
Silver Gold Glatt & Grosman LLP, Chartered Accountants were appointed to replace
Hilborn Ellis Grant LLP, Chartered Accountants, Toronto, and Ontario as auditors
at the Corporation's Annual Meeting of Shareholders held September 29, 2000.
-4-
ISSUE OF ADDITIONAL COMMON SHARES
The principal source of capital presently available to the Corporation is
equity financing. In order for the Corporation to raise funds to carry on its
ongoing programs, the Corporation might arrange private placement subscriptions
for shares or for securities convertible into shares.
Shareholders are being asked to approve an ordinary resolution allowing the
Corporation's directors to cause the Corporation to enter into one or more
private placement financing transactions during the ensuing 12 month period
providing for the issuance of up to 30,000,000 shares or units (each unit
consisting of one common share and one warrant) at then market prices (less
allowable discounts) and upon such terms as may be approved by the directors of
the Corporation. It is not the current intention of management to issue the
entire number of shares authorized pursuant to the proposed resolution; however,
in the event that the Ontario Securities Act or other securities laws or
regulations require the shareholders of the Corporation are required to approve
a private placement (including warrants granted as part of such placement) if
the number of shares to be issued to one placee, or to a group of placees who
intend to vote their shares as a group, is equal to or greater than 20% of the
number of the Corporation's shares outstanding after giving effect to the
issuance of the private placement shares (including the exercise of any warrants
attached thereto). In addition, shareholder approval is required if the private
placement may result in or is part of a transaction involving a change in the
effective control of the Corporation or the creation of a control block.
Management considers that it is in the best interests of the Corporation to
obtain a blanket authorization from the shareholders for additional private
placements to be entered into during the next 12 months. Blanket approval may
obviate the necessity of obtaining shareholder approval for each specific
private placement, thereby reducing the time required to obtain regulatory
approval therefore and decreasing the Corporation's administrative costs
relating to such private placements.
The private placements will only be negotiated if management believes the
subscription price is reasonable in the circumstances and if the funds are
required by the Corporation to continue or expand its activities. Each private
placement transaction authorized hereunder will be made with placees who may or
may not deal at arm's length with the Corporation; however, the subscription
prices will comply with the policies of the Ontario Securities Commission or
applicable securities regulatory body.
In the event that the shareholders do not pass the resolution authorizing
the Corporation to issue such common shares by way of one or more private
placement transactions with placees wherein the placees in each private
placement may or may not deal at arm's length to the Corporation, the
Corporation may be required to seek shareholder approval for private placements
negotiated thereafter.
An "ordinary resolution" means a resolution passed by the shareholders of
the Corporation at a general meeting or by a simple majority of the votes cast
in person or by proxy.
STATEMENT OF EXECUTIVE COMPENSATION
-----------------------------------
Remuneration of Directors
During the fiscal period ended March 31, 2001, no sum was paid to any of
the directors of the Corporation in respect of directors' fees.
Change of Control
The Corporation has no plan or arrangement pursuant to which compensation
was paid or may be paid to Executive Officers of the Corporation during the most
recently completed financial periods or the current financial year in view of
compensating such officers in the event of the termination of employment or in
the event of a change in responsibilities following a change in control.
-5-
Executive Remuneration
We have a three-year employment agreement with our President John van Arem
that extends through March 31, 2003. The agreement provides for an annual base
salary of $110,000, plus a CDN$900 per month car allowance. Any performance
bonus and stock option grants are at the discretion of the board of directors.
Mr. van Arem also participates in all benefit plans maintained by us for
salaried employees. Mr. van Arem's agreement contains confidentiality and
non-compete provisions. The number of Named Executive Officers of the Company is
one. The aggregate cash compensation paid to Mr. John A. van Arem, President,
for services rendered during the year ended March 31, 2001 (including salaries,
fees, commissions and bonuses) was $120,800.
Executive Compensation
The following table sets forth the compensation paid to John A. van Arem,
the President and Chief Executive Officer of the Corporation in respect of the
fiscal years 2001, 2000 and 1999.
SUMMARY COMPENSATION TABLE
Long Term Compensation
---------------------------------
Annual Compensation Awards Payouts
---------------------------------- --------------------------------- ------- ------------
Securities' Restricted Shares
Under Options or Restricted LTIP All Other
Salary Bonus Other Annual Granted (#) Share Units Payouts Compensation
Year ($) ($) Compensation ($) ($) ($)
- --------------- ---- ----------- ----- -------------- -------------- ----------------- ------- ------------
John A. Van 2001 110,000 -- $ 10,800 (1) -- -- --
Arem 2000 $52,500 (2) -- $ 1,860(3) 240,000 (4) -- -- --
President & CEO 1999 20,000 -- -- - -- -- --
- --------------- ---- ----------- ----- -------------- -------------- ----------------- ------- ------------
(1) Represents a monthly car allowance of $900.
(2) Based on an annual salary of $90,000, paid for a seven-month fiscal year.
(3) Represents a monthly car allowance of $465, which was paid for the period
December 1, 1999 to March 31, 2000.
(4) The number of shares owned includes 120,000 options to purchase common
shares that are immediately exercisable at the price of CDN$0.25. An
additional 120,000 options vest and are exercisable after February 18, 2002
at the price of CDN$0.25. These 240,000 options were granted on February
18, 2000 and expire on February 18, 2003.
Stock Option Plan
The Amended and Restated Stock Option Plan of the Corporation (the "Plan")
was established to provide for the grant of stock options to directors,
officers, and employees of, and consultants to, the Corporation and its
subsidiaries, and any employee of any management company providing services to
the Corporation.
The Plan is administered by the board of directors and no more than
3,000,000 shares may be issued at any time under the Plan pursuant to options
granted at any time under the Corporation's stock option plan.
No share options were granted under the Plan to the named executive officer
of the Corporation during the fiscal year ended March 31, 2001.
The table below sets forth information related to options of the named
executive officer of the Corporation.
-6-
AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
AND FINANCIAL YEAR AND FINANCIAL YEAR-END OPTION VALUES
VALUE OF UNEXERCISED IN-
NO. SECURITIES UNEXERCISED OPTIONS AT THE-MONEY OPTIONS AT
ACQUIRED ON AGGREGATE VALUE FY-END (#) FY-END ($)
NAME EXERCISE REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---------------- -------------- ---------------- -------------------------- --------------------------
John A. van Arem Nil Nil 120,000/120,000 Nil/Nil
- ---------------- -------------- ---------------- -------------------------- --------------------------
Directors' and Officers' Liability Insurance
The Corporation does not maintain any liability insurance for the benefit
of its directors and officers.
Compensation Committee
The Corporation does not have a compensation committee. The Board of
Directors carries out the duties of such a committee. The Board of Directors
meets on compensation matters as and when required with respect to executive
compensation.
Pension Plan
The Corporation does not maintain a pension plan for its employees,
officers or directors.
Indebtedness of Directors and Senior Officers
No director or senior officer or employee or any associate or affiliate of
any such director or senior officer is indebted to the Corporation. No director
or senior officer or employee or any associate or affiliate of any such director
or senior officer has been indebted to the Corporation at any time since the
beginning of the last completed financial year of the Corporation.
AUDITED FINANCIAL STATEMENTS
----------------------------
The financial statements for the fiscal year ended March 31, 2001 and the
report of the auditors thereon will be submitted to the meeting of shareholders.
Receipt at such meeting of the auditors' report and the Corporation's financial
statements for its last completed fiscal period will not constitute approval or
disapproval of any matters referred to therein.
The undersigned hereby certifies that the contents herein, and the sending
hereof, have been approved by the Board of Directors of the Corporation for
mailing to the shareholders, directors and auditors of the Corporation.
Non-registered shareholders that wish to be placed on the Corporation's
supplemental mailing list for interim reports are also requested to complete,
sign and return the enclosed request form to the Heritage Trust Company.
BY ORDER OF THE BOARD OF DIRECTORS
October 15, 2001 (Signed) John A. van Arem,
President and Chief Executive Officer
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DIGITAL ROOSTER. COM INC.
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PROXY FOR ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
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SOLICITED ON BEHALF OF MANAGEMENT
---------------------------------
The undersigned shareholder of Digital Rooster.com Inc. hereby appoints John A.
van Arem, President and Chief Executive Officer, whom failing, Hubert Mockler,
Director, whom failing, _________________________ as nominee of the undersigned
to attend and act for and on behalf of the undersigned at the annual and special
meeting of the shareholders of the Corporation to be held November 23, 2001 at
10:00 am (Toronto time) and at any adjournment(s) thereof and without limiting
the general authority and power hereby given to such nominee, the shares
represented by this proxy are specifically directed to be voted as indicated on
the reverse side of this proxy.
This proxy will be voted and where a choice
is specified, will be voted as directed.
WHERE NO CHOICE IS SPECIFIED, THIS PROXY WILL
CONFER DISCRETIONARY AUTHORITY AND WILL BE
VOTED IN FAVOUR OF THE MATTERS REFERRED TO ON
THE REVERSE SIDE HEREOF.
THIS PROXY ALSO CONFERS DISCRETIONARY
AUTHORITY TO VOTE IN RESPECT OF ANY OTHER
MATTER, THAT MAY PROPERLY COME BEFORE THE
MEETING AND IN SUCH MANNER AS SUCH NOMINEE IN
HIS JUDGMENT MAY DETERMINE.
A SHAREHOLDER HAS THE RIGHT TO APPOINT A
PERSON TO ATTEND AND ACT FOR HIM AND ON HIS
BEHALF AT THE MEETING OTHER THAN THE PERSONS
DESIGNATED IN THIS FORM OF PROXY. SUCH RIGHT
MAY BE EXERCISED BY FILLING THE NAME OF SUCH
PERSON IN THE BLANK SPACE PROVIDED AND
STRIKING OUT THE NAMES OF MANAGEMENT'S
NOMINEES ABOVE.
DATED this day of, 2001.
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Signature of Shareholder
Name of Shareholder (print)
Number of Shares
(See Over)
NOTE:
(a) A person appointed as nominee to represent a shareholder need not be a
shareholder.
(b) Where this proxy is signed by a corporation, its corporate seal must be
affixed.
1. FOR [_] or WITHHOLD VOTE [_] the election of directors nominated by
management as set forth in the Management Information Circular.
2. FOR [_] or WITHHOLD VOTE [_] authorizing the appointment of Mintz &
Partners LLP, Chartered Accountants, as auditors for the Corporation and
authorizing the directors of the Corporation to fix their remuneration.
3. FOR [_] or AGAINST [_] the Corporation to entering into one or more private
placement financing transactions with subscribers during the 12 month
period, providing for the issuance of up to 30,000,000, shares or units
(one unit consisting of one common share and one warrant) at then market
prices (less allowable discounts and upon such terms as may be approved by
the directors of the Corporation, subject to regulatory approval and in
compliance with the policies of the Ontario Securities Commission.