UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
OBAN MINING, INC.
(Exact name of registrant as specified in its corporate charter)
000-49664
Commission File No.
Nevada 88-0467848
State of Incorporation (IRS Employer Identification No.)
11960 Hammersmith Way, Suite 155
Richmond, British Columbia V7A 5C9 Canada
(Address of principal executive offices)
(604) 275-8994
(Registrant's telephone number, including are code)
October 14, 2003
NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
This Information Statement is being furnished to all holders of record at the
close of business on October 14, 2003 of the common stock, par value $0.00001
per share ("Common Stock") of Oban Mining Inc., a Nevada corporation ("Oban" or
the "Company"), in accordance with the requirements of Section 14(f) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Securities
and Exchange Commission ("SEC") Rule 14f-1, promulgated thereunder. You are
receiving this Information Statement in connection with the appointment of four
new members of the Company's Board of Directors pursuant to an Agreement and
Plan of Reorganization between the Company and Ikona Gear International, Inc., a
Nevada corporation (the "Agreement" and "Ikona", respectively.
NO VOTE OR OTHER ACTION BY THE COMPANY'S SHAREHOLDERS IS REQUIRED IN RESPONSE TO
THIS INFORMATION STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
INTRODUCTION
The Board of Directors of the Company, consisting of solely Richard Achron, and
the Board of Directors of Ikona Gear International Inc., ("Ikona") have approved
an Agreement and Plan of Reorganization (the "Agreement"), pursuant to which the
Company will acquire not less than 80% of the issued and outstanding shares of
common stock of Ikona in a share for share exchange with the Ikona shareholders.
Upon consummation of the Agreement, Mr. Achron will appoint Mr. Laith Nosh, Mr.
Dal Brynelsen, Mr. Barrie Freeke and Mr. Simon J. Anderson to the become new
members of the Board of Directors, (the "New Directors"). Mr. Achron, who is
currently the Company's President, Secretary and Treasurer, will resign his
offices but will remain as a member of the Board of Directors. The New
Directors will not begin their term, until the consummation of the Agreement
which will occur after the expiration of the 10-day period beginning on the
later of the date of the filing of this Information Statement with the SEC or
the date of mailing of this Information Statement to the holders of Common Stock
of the Company ("Common Stock"). The appointment of the New Directors does not
require the consent or approval of the Company's shareholders under Nevada law.
CHANGES IN CONTROL
- --------------------
On October 14, 2003, Oban entered into an Agreement and Plan of Reorganization
with Ikona Gear International, Inc., a Nevada corporation, which contemplates an
exchange offering (the "Offering") by the Company to each of the shareholders of
Ikona. Under the terms of the Agreement, the Company will issue 1.25 shares of
common stock for every share of Ikona common stock tendered for exchange by the
Ikona Shareholders. The Agreement will not be consummated unless Ikona
shareholders owning not less than 80% of the total issued and outstanding shares
of Ikona participate in the exchange. The Company will issue up to 16,000,000
shares of its common stock in exchange for all of the issued and outstanding
shares of Ikona's common stock.
Concurrently with the Closing of the Agreement, Mr. Achron has agreed to
voluntarily surrender to the Company for cancellation an aggregate of 14,500,000
shares of common stock (the "Share
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Surrender"). Giving effect to the Share Surrender and the issuance of 16,000,000
shares of common stock to the Ikona shareholders, the Ikona shareholders will
own, immediately following the Closing, approximately 71% of the Company's
issued and outstanding shares.
The Agreement contemplates that the New Directors will begin their terms on or
after the closing date of the Agreement which is anticipated to take place on or
before October 31, 2003.
ADDITIONAL INFORMATION
Please read this Information Statement carefully. It describes certain terms of
the Agreement and Plan of Reorganization and contains certain biographical and
other information concerning the executive officers and directors after the
closing of the transactions contemplated by the Agreement and Plan of
Reorganization. Additional information about the transactions contemplated by
the Agreement and Plan of Reorganization and the business of the Company will be
contained in the Company's Current Report on Form 8-K, to be filed with the SEC.
All Company filings, and exhibits thereto, may be inspected without charge at
the public reference section of the SEC at 450 Fifth Street, N.W., Washington,
D.C. 20549 or obtained on the SEC's website at www.sec.gov.
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EXECUTIVE COMPENSATION
The following table sets forth certain information as to our highest paid
officers and directors for our fiscal years ended December 31, 2002 and 2001,
and the interim period ended August 31, 2003. No other compensation was paid to
any such officer or directors other than the cash compensation and the
restricted stock award set forth below.
==================================================================================================
SUMMARY COMPENSATION TABLE
==================================================================================================
Annual Compensation Long-Term Compensation
------------------------- ----------------------------------
Awards Pay-Outs
----------------------- --------
Other Securities All
Annual Restricted Under- Other
Name and Compen- Stock lying Compen-
Principal Salary Bonus sation Award(s) Options/ LTIP sation
Position Year ($) ($) ($) ($) SARs (#) Payouts ($)
==================================================================================================
RICHARD 2003 -0- -0- -0- -0- -0- -0- -0-
A. ACHRON 2002 -0- -0- -0- -0- -0- -0- -0-
Director and 2001 -0- -0- -0- -0- -0- -0- -0-
President, Secretary
and Treasurer
==================================================================================================
STOCK OPTION GRANTS
The following table sets forth information with respect to options to purchase
Common Stock granted to each of our directors and officers during our two most
recent fiscal years ended December 31, 2002 and 2001, and the interim period
ended August 31, 2003:
- -------------------------------------------------------------------------------------------------
Common Shares % of Total
under Options/SARs Exercise or Base
Options/SARs Granted to Price
Granted Employees in ($/Common Share)
Name # Financial Year Expiration Date
- -------------------------------------------------------------------------------------------------
RICHARD 2003 -0- N/A N/A N/A
A. ACHRON 2002 -0- N/A N/A N/A
Director and 2001 -0- N/A N/A N/A
President, Secretary
and Treasurer
- -------------------------------------------------------------------------------------------------
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EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES
The following is a summary of options to purchase Common Stock exercised by our
officers, directors and employees during the financial year ended December 31,
2002 and 2001, and the interim period ended August 31, 2003:
- -------------------------------------------------------------------------------------------------
AGGREGATED OPTION/SAR EXERCISES DURING THE LAST
FINANCIAL YEAR END AND FINANCIAL YEAR-END OPTION/SAR VALUES
- -------------------------------------------------------------------------------------------------
Value of Unexercised
Common Shares Unexercised Options in-the-Money
Acquired on Aggregate at Financial Options/SARs at
Exercise Value Realized Year-End (#) Financial Year-End
Name (#) ($) ($)
- -------------------------------------------------------------------------------------------------
RICHARD -0- N/A N/A N/A
A. ACHRON
Director and
President, Secretary
and Treasurer
- -------------------------------------------------------------------------------------------------
OUTSTANDING STOCK OPTIONS
The Company has not granted any options to purchase Common Stock and does not
have any outstanding options to purchase Common Stock. Accordingly, the
Company's officers and directors do not hold any options to purchase shares of
Common Stock.
COMPENSATION OF DIRECTORS
The Company's directors do not receive cash compensation for their services as
directors or members of committees of the Board of Directors.
PRINCIPAL SHAREHOLDERS AND HOLDINGS OF MANAGEMENT
The following table sets forth certain information concerning the number of
shares of Common Stock owned beneficially as of September 30, 2003 by: (i) each
person (including any group) known to us to own more than five percent (5%) of
any class of our voting securities, (ii) each of our directors, and (iii)
officers and directors as a group. Unless otherwise indicated, the shareholders
listed possess sole voting and investment power with respect to the shares
shown.
============================================================================================
Name and address Number of Shares Percentage of
Title of class of beneficial owner of Common Stock Common Stock(1)
============================================================================================
Common Stock Richard A. Achron 15,000,000 71.4%
11960 Hammersmith Way, Suite 155
Richmond, BC V7A 5C9
Common Stock Directors and Officers 15,000,000 71.4%
as a Group (1 Person)
============================================================================================
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<FN>
(1) The Company's common stock was forward split on a basis of 3:1 in
August 2003. The percentage is based on a total of 21,000,000 shares of our
common stock issued and outstanding as of September 30, 2003.
============================================================================================
Except as otherwise noted, the Company believes that all persons have full
voting and investment power with respect to the shares indicated. Under the
rules of the SEC, a person (or group of persons) is deemed to be a "beneficial
owner" of a security if he or she, directly or indirectly, has or shares the
power to vote or to direct the voting of such security, or the power to dispose
of or to direct the disposition of such security. Accordingly, more than one
person may be deemed to be a beneficial owner of the same security. A person is
also deemed to be a beneficial owner of any security, which that person has the
right to acquire within 60 days, such as options or warrants to purchase our
common stock.
DIRECTORS AND EXECUTIVE OFFICERS
The Company anticipates that immediately after consummation of the Agreement and
Plan of Reorganization, the New Directors will be appointed and Mr. Achron will
resign as the President, Secretary and Treasurer of the Company. Mr. Achron
will remain as a director of the Company.
The following tables set forth information regarding the Company's current
executive officers and directors and the proposed executive officers and
directors of the Company.
CURRENT EXECUTIVE OFFICERS AND DIRECTORS
- --------------------------------------------------------------------------------
NAME AGE POSITION
- --------------------------------------------------------------------------------
Richard A. Achron 60 Director, President, Secretary
and Treasurer
- --------------------------------------------------------------------------------
Richard A. Achron has been our president, secretary, treasurer, principal
accounting officer and sole member of our board of directors since inception.
Mr. Achron is a self-employed businessman with over 37 years experience in the
retail/wholesale and manufacturing industry. Mr. Achron spent a number of years
working for major Canadian corporations in sales, sales management and as a
branch manager. These corporations included Philips Electronics,
White-Westinghouse, Canadian Admiral Corporation and Sanyo Electronics. He is
currently President and owner of a manufacturing business located in Vancouver,
British Columbia that manufactures and distributes various industrial products
for usage in the food industry including plastic strip curtains used to control
climatic conditions for refrigeration used in major food chains.
PROPOSED EXECUTIVE OFFICERS AND DIRECTORS
- --------------------------------------------------------------------------------
NAME AGE POSITION
- --------------------------------------------------------------------------------
Laith Nosh 56 Director, President and Chief Executive Officer
- --------------------------------------------------------------------------------
Dal Brynelsen 56 Director, Executive Vice-President, Business
Development and Corporate Finance
- --------------------------------------------------------------------------------
Barrie Freeke 58 Director and Vice-President, Engineering
- --------------------------------------------------------------------------------
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- --------------------------------------------------------------------------------
NAME AGE POSITION
- --------------------------------------------------------------------------------
Simon J. Anderson 42 Director and Secretary
- --------------------------------------------------------------------------------
Richard Achron 60 Director
- --------------------------------------------------------------------------------
Raymond L. Polman 43 Chief Financial Officer
- --------------------------------------------------------------------------------
Laith Nosh, 56 years, Director, President and Chief Executive Officer
Mr. Nosh received his degree from the University of Alberta in Mechanical
Engineering and has over 30 years of experience in engineering, business
management and marketing. He has developed and patented many consumer product
devices for the construction industry. Mr. Nosh is Ikona's founder and has been
instrumental in the development, refinement and patenting of the IKONA Gearing
System over the last eight years. Mr. Nosh will oversee the Company's
marketing, product development and production. Mr. Nosh also develops business
opportunities and strategic alliances with other companies and organizations.
Dal Brynelsen, 56 years, Director, Executive Vice President, Business
Development & Corporate Finance
Over the last two years, Mr. Brynelsen has worked for Ikona developing the
business model, financing the Ikona business to date and being active with Laith
Nosh in business development activities. Prior to joining Ikona, Mr. Brynelsen
acted in a corporate finance consulting position with a Canadian national
brokerage firm. Mr. Brynelsen has 25 years experience sourcing ongoing private
and public financing for early stage companies.
Barrie Freeke, P. Eng., 58 years, Director and Vice President, Engineering
Mr. Freeke is a professional mechanical engineer and a graduate of Bradford
University in Mechanical Engineering (Honors) with over 25 years of experience
in gear design. Mr. Freeke is a well-known gear designer and much of his work
and development can be seen with companies including Timberland Ellicott, Swann
Winches (marine winches), Canron, Western Bridge Div. Vanterm Container Cranes
(cranes that have been used in Vancouver and San Francisco), and Locheed
Petroleum (oilfield equipments). Prior to joining Ikona, Mr. Freeke held the
positon of Chief Engineer with Lantec Industries Inc., a large manufacturer of
gear drives and winches.
Simon J. Anderson, 42 years, Director and Secretary
Mr. Anderson has been a Director and Secretary since August 2003. Mr. Anderson
is also a 50% owner and Vice President of MCSI Consulting Services Inc., where
he has been employed from September 1996 to present. From 1994 to September 1996
was a partner with BDO Dunwoody, an international accounting and consulting
firm, where he specialized in mergers, acquisitions and valuations. From March
1999 to June 2000, he was a director of mv Video, a Vancouver-based
postproduction facility. From August 1999 to March 2000 he was Treasurer of MC2
Learning Systems, Inc. He was also a director of Tradewind Communications, Ltd.
from March 1997 to June 1999 and a director of Flexemessaging.com, Inc. from
March 1999 to June 1999. Mr. Anderson is also Chief Financial Officer and a
director since 1999 of XML-Global Technologies, Inc., a Vancouver-based
technology company that publicly reports with the SEC and whose shares are
quoted on the OTC Electronic Bulletin Board. Mr. Anderson received a Bachelor of
Commerce in Accounting and Management Information Systems from the University of
British Columbia in May 1983 and was admitted as a member of the Institute of
Chartered Accountants
7
in British Columbia in 1986. He has also been a member of the Canadian
Institute of Charter Business Valuators since 1990.
Richard A. Achron, 60 years, Director
Please refer to Mr. Achron's biographical information set forth above.
Raymond Polman, 43 years, Chief Financial Officer
Mr. Polman, has been the Chief Financial Officer of Ikona since August 18, 2003.
Mr. Polman has owned, operated and consulted to a diverse range of businesses in
all stages of development. From 1985 to 1992, Mr. Polman articled and worked
with Deloitte & Touche Chartered Accountants in the areas of audit, taxation,
general consulting and computer assurance services. From 1992 until 1996, Mr.
Polman was employed as Corporate Controller for Rescan Environmental Services
Ltd. an environmental consultancy serving the global mining industry. From 1996
to 1999 Mr. Polman was President and CFO of Nexmedia Technologies Inc. an
out-of-home internet advertising technologies company listed on the TSX-Venture
exchange. From September 1999 to October 2000 Mr. Polman was a self-employed
corporate finance consultant. Mr. Polman founded and is past President and CFO
(2002) of Nomadic Collaboration International, Inc. an OTC Bulletin Board listed
company focusing on enterprise wireless applications. Since October 1999, Mr.
Polman has been President of Oglenet Software Inc., and since November 2000 he
has been President of Nomadic Entertainment Corp. Both Oglenet and Nomadic
Entertainment are Vancouver, BC-based private firms specializing in corporate
finance, strategic marketing, business development, strategic planning, business
planning services and technology developmentMr. Polman's academic
qualifications include a Bachelor of Sciences (Economics) degree from the
University of Victoria, British Columbia (1985) and a designation as (Canadian)
Chartered Accountant (1990).
COMMITTEES
The Company does not have any standing audit, nominating, or compensation
committees of the Board, or committees performing similar functions.
MEETINGS OF THE BOARD OF DIRECTORS
The Board did not hold any meetings during the fiscal year ended December 31,
2002 and has not held any meetings in fiscal year 2003. The Board acted by
unanimous written consent throughout these periods.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers, directors and
persons who beneficially own more than 10% of the Company's Common Stock to file
reports of ownership and changes in ownership with the SEC. These reporting
persons also are required to furnish the Company with copies of all Section
16(a) forms they file. Based solely on our review of these reports or written
representations from certain reporting persons, we believe that during the
fiscal year ended December 31, 2002 and during the current fiscal year, all
filing requirements applicable to our officers, directors,
greater-than-ten-percent beneficial owners and other persons subject to Section
16(a) of the Exchange Act were met.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as disclosed herein, none of the Company's directors or officers, nor any
proposed nominee for election as one of our directors, nor any person who
beneficially owns, directly or indirectly, shares carrying more than 10% of the
voting rights attached to our outstanding shares, nor any of our promoters, nor
any relative or spouse of any of the foregoing persons has any material
interest, direct or indirect, in any transaction, in which the amount involved
exceeds $60,000, since the date of our incorporation or in any presently
proposed transaction which, in either case, has or will materially affect us.
The Company issued 5,000,000 shares of common stock to Mr. Richard A. Achron on
incorporation and organization of the Company in 2000. The shares were valued
at par value of $0.00001 each. The Company's common stock was forward split on
the basis of 3:1 in August 2003 so that Mr. Achron currently holds 15,000,000.
Pursuant to the Agreement and Plan of Reorganization, Mr. Achron will, on
closing of the transactions contemplated in the Plan, return 14,500,000 shares
of his common stock to the Company's treasury for cancellation.
LEGAL PROCEEDINGS
The Company is not aware of any legal proceedings in which any director,
officer, or any owner of record or beneficial owner of more than five percent of
any class of voting securities of the Company, or any affiliate of Purchaser, or
of any such director, officer, affiliate of the Company, or security holder, is
a party adverse to the Company or has a material interest adverse to the
Company.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Information Statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: October 14, 2003 OBAN MINING INC.
By: "Richard A. Achron"
-------------------------------------
Richard A. Achron
Director and President
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