INSIDE HOLDINGS INC.
P.O. Box 10365
1260 - 609 Granville Street
Vancouver, BC
V7Y IG5
July 11, 2002
To Our Shareholders:
You are cordially invited to attend the 2002 Annual General Meeting of
Shareholders of Inside Holdings Inc., a Yukon Territory exempted company the
"Company"), which will be held at 10:00 a.m., Western Daylight Time, on
August 12, 2002, at 10th Floor, 595 Howe Street, Vancouver, British Columbia
(the "Annual General Meeting").
At the Annual General Meeting, Shareholders will vote to: (i) receive and
consider the report of the directors to the shareholders and the financial
statements of the Company together with the auditor's report thereon for the
financial year ended; April 30, 2002; (ii) fix the number of directors at
four (4); (iii) to elect directors for the ensuing year; (iv) appoint the
auditor for the ensuing year; (v) authorize the directors to fix the
remuneration to be paid to the auditor; (vi) consider, and if thought fit,
approve a special resolution authorizing the continuation of the Company
from the Yukon Territory to the State of Nevada, to adopt a new company
constitution and effective upon the continuation to change the name of the
Company to "SHEP Global Technologies Inc." or such other name as may be
determined by the directors and approved by regulatory authorities and amend
the authorized capital of the Company, as more particularly described in the
information circular accompanying this notice; and (vi) transact such other
business as may properly come before the Annual General Meeting.
Further information concerning the meeting and the nominees for director
can be found in the accompanying Notice and Proxy Statement.
We hope that you can attend the Annual General Meeting and assist the Board
of Directors by voting for the election of directors; the ratification of
the appointment of the auditors; approving the continuation from the Yukon
Territory to the state of Nevada and name change to "SHEP Global Technologies
Inc." Whether or not you plan to attend the Annual General Meeting, please
be sure to date, sign and return the proxy card in the enclosed, postage
- -paid envelope as promptly as possible so that your shares may be
represented at the meeting and voted in accordance with your wishes. If
you attend the meeting, you may vote in person, even if you have previously
submitted a proxy card.
Sincerely,
"Kevin Winter"
Kevin Winter
President and Chief Executive Officer
INSIDE HOLDINGS INC.
P.O. Box 10365
1260 - 609 Granville Street
Vancouver, BC
V7Y IG5
NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting of the shareholders
of Inside Holdings Inc. (the "Company") will be held at 10th Floor, 595 Howe
Street, Vancouver, British Columbia, on August 12, 2002, at the hour of 10:00
A.M., Vancouver time, for the following purposes:
1. To receive and consider the report of the directors to the shareholders
and the financial statements of the Company together with the auditor's
report thereon for the financial year ended April 30, 2002.
2. To fix the number of directors at four (4).
3. To elect directors for the ensuing year.
4. To appoint the auditor for the ensuing year.
5. To authorize the directors to fix the remuneration to be paid to the
auditor.
6. To consider, and if thought fit, approve a special resolution
authorizing the continuation of the Company from the Yukon Territory to the
State of Nevada, to adopt a new company constitution and effective upon the
continuation to change the name of the Company to "SHEP Global Technologies
Inc." or such other name as may be determined by the directors and approved
by regulatory authorities and amend the authorized capital of the Company,
as more particularly described in the information circular accompanying this
notice.
7. To transact such further or other business as may properly come before
the meeting and any adjournments thereof.
TAKE NOTICE that pursuant to the Business Corporations Act (Yukon Territory)
you may until 10:00 A.M., Vancouver time August 12, 2002, give the Company
written notice of dissent with respect to the special resolution to approve
the change of the Company's jurisdiction from the Yukon Territory to the
State of Nevada, and subject to compliance with Section 193 of the Business
Corporations Act (Yukon Territory), require the Company to pay you the fair
market value of your shares in accordance with Section 193 of the Business
Corporations Act (Yukon Territory). Further particulars of your rights
of dissent are set out in the enclosed Management Proxy Circular. The
accompanying information circular provides additional information relating
to the matters to be dealt with at the meeting and is deemed to form part
of this notice.
If you are unable to attend the meeting in person, please complete, sign
and date the enclosed form of proxy and return the same in the enclosed
return envelope provided for that purpose within the time and to the
location set out in the form of proxy accompanying this notice.
DATED this 11th day of July, 2002.
BY ORDER OF THE BOARD
"Kevin R. Winter"
Kevin R. Winter, President and Chief Executive Officer
INSIDE HOLDINGS INC.
P.O. Box 10365
1260 - 609 Granville Street
Vancouver, BC
V7Y IG5
INFORMATION CIRCULAR
(As at July 11, 2002, except as indicated)
This information circular is furnished in connection with the solicitation
of proxies by the management of Inside Holdings Inc. (the "Company") for
use at the annual general meeting of the Company to be held on August 12,
2002 and at any adjournments thereof. Unless the context otherwise requires,
references to the Company include the Company and its subsidiaries. The
solicitation will be conducted by mail and may be supplemented by telephone
or other personal contact to be made without special compensation by officers
and employees of the Company. The cost of solicitation will be borne by the
Company.
APPOINTMENT OF PROXYHOLDER
A duly completed form of proxy will constitute the person(s) named in the
enclosed form of proxy as the shareholder's proxyholder. The persons whose
names are printed in the enclosed form of proxy for the Meeting are officers
or directors of the Company (the "Management Proxyholders").
A shareholder has the right to appoint a person other than a Management
Proxyholder, to represent the shareholder at the Meeting by striking out
the names of the Management Proxyholders and by inserting the desired
person's name in the blank space provided or by executing a proxy in a form
similar to the enclosed form. A proxyholder need not be a shareholder.
VOTING BY PROXY
Common shares of the Company (the "Shares") represented by properly executed
proxies in the accompanying form will be voted or withheld from voting on
each respective matter in accordance with the instructions of the member
(the "shareholder") on any ballot that may be called for.
If no choice is specified and one of the Management Proxyholders is
appointed by a shareholder as proxyholder, such person will vote in
favour of the matters proposed at the Meeting and for all other matters
proposed by management at the Meeting.
The enclosed form of proxy also confers discretionary authority upon the
person named therein as proxyholder with respect to amendments or variations
to matters identified in the Notice of the Meeting and with respect to other
matters which may properly come before the Meeting. At the date of this
Information Circular, management of the Company knows of no such amendments,
variations or other matters to come before the Meeting.
COMPLETION AND RETURN OF PROXY
Completed forms of proxy must be deposited at the office of the Company's
registrar and transfer agent, Computershare Trust Company of Canada, Montreal
Trust Centre, 510 Burrard Street 4th Floor, Vancouver BC V6C 3B9, not later
than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior
to the time of the Meeting, unless the chairman of the Meeting elects to
exercise his discretion to accept proxies received subsequently.
NON-REGISTERED HOLDERS
Only registered shareholders or duly appointed proxyholders are permitted to
vote at the Meeting. Most shareholders of the Company are "non-registered"
shareholders because the Shares they own are not registered in their names
but are instead registered in the name of the brokerage firm, bank or trust
company through which they purchased the Shares. More particularly, a
person is not a registered shareholder in respect of Shares which are held
on behalf of that person (the "Non-Registered Holder") but which are
registered either: (a) in the name of an intermediary (an "Intermediary")
that the Non-Registered Holder deals with in respect of the Shares
(Intermediaries include, among others, banks, trust companies, securities
dealers or brokers and trustees or administrators of self-administered
RRSP's, RRIFs, RESPs and similar plans); or (b) in the name of a clearing
agency (such as The Canadian Depository for Securities Limited ("CDS")) of
which the Intermediary is a participant. In accordance with the
requirements of National Policy Statement No. 41 of the Canadian
Securities Administrators, the Company has distributed copies of the
Notice of Meeting, this Information Circular and the Proxy (collectively,
the "Meeting Materials") to the clearing agencies and Intermediaries
for onward distribution to Non-Registered Holders.
Intermediaries are required to forward the Meeting Materials to Non-
Registered Holders unless a Non-Registered Holder has waived the right
to receive them. Very often, Intermediaries will use service companies to
forward the Meeting Materials to Non-Registered Holders. Generally, Non-
Registered Holders who have not waived the right to receive Meeting
Materials will either:
(a) be given a form of proxy which has already been signed by the
Intermediary (typically by a facsimile, stamped signature), which is
restricted as to the number of shares beneficially owned by the
Non-Registered Holder but which is otherwise not completed. Because the
Intermediary has already signed the form of proxy, this form of proxy is
not required to be signed by the Non-Registered Holder when submitting the
proxy. In this case, the Non-Registered Holder who wishes to submit a
proxy should otherwise properly complete the form of proxy and deliver it
to Computershare Trust Company of Canada as provided above; or
(b) more typically, be given a voting instruction form which is not signed
by the Intermediary, and which, when properly completed and signed by the
Non-Registered Holder and returned to the Intermediary or its service
company, will constitute voting instructions (often called a "proxy
authorization form") which the Intermediary must follow. Typically, the
proxy authorization form will consist of a one page pre-printed form.
Sometimes, instead of the one page pre-printed form, the proxy
authorization form will consist of a regular printed proxy form accompanied
by a page of instructions which contains a removable label containing a
bar-code and other information. In order for the form of proxy to validly
constitute a proxy authorization form, the Non-Registered Holder must remove
the label from the instructions and affix it to the form of proxy, properly
complete and sign the form of proxy and return it to the Intermediary or its
service company in accordance with the instructions of the Intermediary or
its service company. In either case, the purpose of this procedure is to
permit Non-Registered Holders to direct the voting of the Shares which they
beneficially own. Should a Non-Registered Holder who receives one of the
above forms wish to vote at the Meeting in person, the Non-Registered
Holder should strike out the names of the Management Proxyholders and
insert the Non-Registered Holder's name in the blank space provided. In
either case, Non-Registered Holders should carefully follow the instructions
of their Intermediary, including those regarding when and where the proxy or
proxy authorization form is to be delivered.
REVOCABILITY OF PROXY
Any registered shareholder who has returned a proxy may revoke it at any
time before it has been exercised. In addition to revocation in any other
manner permitted by law, a proxy may be revoked by instrument in writing,
including a proxy bearing a later date, executed by the registered
shareholder or by his attorney authorized in writing or, if the registered
shareholder is a corporation, under its corporate seal or by an officer or
attorney thereof duly authorized. The instrument revoking the proxy must
be deposited at the registered office of the Company, at any time up to and
including the last business day preceding the date of the Meeting, or any
adjournment thereof, or with the chairman of the Meeting on the day of the
Meeting. Only registered shareholders have the right to revoke a proxy.
Non-Registered Holders who wish to change their vote must, at least 7 days
before the Meeting, arrange for their respective Intermediaries to revoke
the proxy on their behalf.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
The Company is authorized to issue an 100,000,000 Common shares without
nominal or par value (the "common shares"), of which 9,735,300 common shares
are issued and outstanding. The holders of common shares are entitled to one
vote for each common share held. Holders of common shares of record at the
close of business on July 9, 2002 will be entitled to receive notice of and
vote at the meeting. The Company has only one class of shares.
To the knowledge of the directors and senior officers of the Company, the
only persons that beneficially own, directly or indirectly, or exercise
control or direction over shares carrying more than 10% of the voting
rights attached to all shares of the Company are as follows:
Name No. of Common Shares Percentage of Outstanding
Owned or Controlled Common Shares
Gateway Research
Management Group Ltd.(1) 3,722,700 38.24%
Consensus Investments
Limited(2) 1,825,000 18.7%
Nottinghill Resources
Limited(3) 1,500,000 15.4%
(1) Gateway Research Management Group Ltd. is a private company, the shares
of which are controlled by Kevin Winter, a director of the Company.
(2) Consensus Investments Limited is a private company, the shares of which
are controlled by Eric Collins, a director of the Company.
(3) Nottinghill Resources Limited is a private company, the shares of which
are controlled by Richard King, a director of the Company.
ELECTION OF DIRECTORS
The directors of the Company are elected at each annual general meeting and
hold office until the next annual general meeting or until their successors
are appointed. In the absence of instructions to the contrary, the enclosed
proxy will be voted for the nominees herein listed.
Shareholder approval will be sought to fix the number of directors of the
Company at four (4), which must be approved by a simple majority of shares
voted at the annual general meeting.
The Company does not have an executive committee. The Company's audit
committee will consist of Tracy A. Moore, Kevin Winter and Eric Collins of
which Messrs. Winter and Collins are currently members together with
Richard King.
Management of the Company proposes to nominate each of the following persons
for election as a director. Information concerning such persons, as furnished
by the individual nominees, is as follows:
Principal
Occupation Number of
or employment Common Shares
and, if not a beneficially
previously elected owned or
Name, Municipality director occupation Previous directly or
Residence and during the Service as or indirectly,
Position past 5 years a Director controlled (1)
- -----------------------------------------------------------------------------
Tracy A. Moore President, MCSI N/A 0
West Vancouver, BC Consulting Group,
Proposed Director 1990 - Present; Director,
Avance Venture Corp.,
October 2000-May 2002;
Director, King Communications
International Ltd., June 2000
-December 2000; Director,
Illusion Systems Inc.,
September 2000-Present
Kevin Winter Investment Advisor Since 3,722,700 (2)
Nassau, Bahamas (Retired); Director, Jan 3 02
Director, President, Consolidated Ouro Brasil Ltd.
Chief Executive May 2001 - Present; Director,
Officer & Secretary Consolidated Takepoint
Ventures Ltd: Director
December 2001 to Present
Eric Collins Energy Consultant, Besco Since 1,825,000 (3)
Pembroke, Bermuda Energy Services Co. Feb 28 02
Director (Bermuda)
Richard King Wine Merchant, Since 1,500,000 (4)
Somerset, Bermuda Cosmopolitan Spirits Feb 28 02
Director (Bermuda)
(1) Shares beneficially owned, directly or indirectly, or over which
control or direction is exercised, as at July 11, 2002, based upon
information furnished to the Company by individual directors. Unless
otherwise indicated, such shares are held directly.
(2) Shares are held indirectly through Gateway Research Management
Group Ltd., a private company, the shares of which are controlled by Kevin
Winter.
(3) Shares are held indirectly through Consensus Investments Limited, a
private company, the shares of which are controlled by Eric Collins.
(4) Shares are held indirectly through Nottinghill Resources Limited, a
private company, the shares of which are controlled by Richard King.
EXECUTIVE COMPENSATION
The following table (presented in accordance with the rules ("the Rules")
made under the Securities Act (British Columbia)) sets forth all annual and
long term compensation for services in all capacities to the Company and its
subsidiaries for the three most recently completed financial years (to the
extent required by the Rules) in respect of each of the individuals comprised
of the Chief Executive Officer as at April 30, 2002 and the other four most
highly compensated executive officers of the Company as at April 30, 2002
whose individual total compensation for the most recently completed financial
year exceeded $100,000 and any individual who would have satisfied these
criteria but for the fact that individual was not serving as such an officer
at the end of the most recently completed financial year (collectively "the
Named Executive Officers") and for the purpose of the Business Corporations
Act (Yukon) $40,000 including any individual who would have qualified as a
Named Executive Officer but for the fact that individual was not serving as
such an officer at the end of the most recently completed financial year.
Summary Compensation Table
Annual Compensation
Name
and Other Annual
Principal Salary Bonus Compensation
Position Years ($) ($) ($)
- ---------------------------------------------------------------------------
Kevin Winter 2002 Nil Nil Nil
President 2001 Nil Nil Nil
Chief Executive
Officer
Leonard Peterson 2002 Nil Nil Nil
President 2001 Nil Nil Nil
2000 Nil Nil Nil
Vernon G. Meyer 2001 Nil Nil Nil
President 2000 Nil Nil Nil
Long Term Compensation
Awards Payouts
Securities Restricted
Under Shares or
Name Option/ Restricted All other
and SAR's Share Compensa-
Principal Granted Units LTIP Payouts tion
Positions Years (#) ($) ($) ($)
- ----------------------------------------------------------------------------
Kevin Winter 2002 Nil Nil Nil Nil
President 2001 Nil Nil Nil Nil
Chief Executive
Officer
Leonard Peterson 2002 Nil Nil Nil Nil
President 2001 Nil Nil Nil Nil
2000 Nil Nil Nil Nil
Vernon G. Meyer 2001 Nil Nil Nil 7,500
President 2000 Nil Nil Nil 30,000
Long Term Incentive Plan (LTIP) Awards
The Company does not have a LTIP, pursuant to which cash or non-cash
compensation intended to serve as an incentive for performance (whereby
performance is measured by reference to financial performance or the price
of the Company's securities), was paid or distributed to the Named Executive
Officer(s) during the most recently completed financial year.
Option/Stock Appreciation Rights ("SAR")
and Other Rights to Purchase Securities
There were no Options/SARs grants or grants of other rights to purchase
securities during the most recently completed financial year.
Aggregated Options/SAR Exercises in Last Financial Year
and Financial Year-End Option/SAR Values
None of the Named Executive Officers, directors or officers of the Company
exercised any options in respect of the Company's shares during the most
recently completed financial year.
Termination of Employment, Changes in Responsibility and Employment Contracts
The Company and its subsidiaries have no employment contracts with any Named
Executive Officer.
The Company and its subsidiaries have no compensatory plan or arrangement in
respect of compensation received or that may be received by the Named
Executive Officers in the Company's most recently completed or current
financial year to compensate such executive officers in the event of the
termination of employment (resignation, retirement, change of control) or
in the event of a change in responsibilities following a change in control,
where in respect of the Named Executive Officer the value of such
compensation exceeds $100,000.
Compensation of Directors
The Company has no arrangements, standard or otherwise, pursuant to which
directors are compensated by the Company or its subsidiaries for their
services in their capacity as directors, or for committee participation,
involvement in special assignments or for services as consultant or expert
during the most recently completed financial year or subsequently, up to
and including the date of this information circular.
The Company does have a formalized stock option plan for the granting of
incentive stock options to the officers, employees and directors. The
purpose of granting such options is to assist the Company in compensating,
attracting, retaining and motivating the directors of the Company and to
closely align the personal interests of such persons to that of the
shareholders.
INDEBTEDNESS TO COMPANY OF DIRECTORS,
EXECUTIVE OFFICERS AND SENIOR OFFICERS
There is no indebtedness of any director, executive officer, senior officer,
proposed nominee for election as a director or associate of them, to or
guaranteed or supported by the Company or any of its subsidiaries either
pursuant to an employee stock purchase program of the Company or otherwise,
during the most recently completed financial year.
YUKON BUSINESS CORPORATIONS ACT DISCLOSURE
No directors or officers of the Company other than the Named Executive
Officer(s) received individual compensation in excess of $40,000 for
services in all capacities during the most recently completed financial
year.
The Company does not have a Pension Plan or Retirement Plan.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
No insider or proposed nominee for election as a director of the Company, no
officer of the Company, or no shareholder of the Company who beneficially
owns or exercised control or direction over shares carrying more than 10% of
the votes attached to shares of the Company and no associate or affiliate of
the foregoing persons has or has had any material interest, direct or
indirect, in any transaction since the commencement of the Company's last
completed financial year or in any proposed transaction which in either such
case has materially affected or will materially affect the Company other
then those outlined below.
In January 2002, Gateway Research Management Group Ltd. ("Gateway") of the
Bahamas, purchased 1,675,000 common shares of the Company from an insider
of the Company in a private transaction and 2,047,700 common shares of the
Company in connection with an assignment and settlement of Company debts in
the aggregate of $102, 385. Kevin Winter, a director of the Company, is a
director of Gateway. On February 28, 2002, Mr. William McCartney, Mr.
Murray Oliver and Mr. Leonard Peterson resigned from the Board of Directors
and Mr. Eric Collins and Mr. Richard King were appointed to the Board.
For the financial year ended April 30, 2002, Pemcorp Management Inc.
("Pemcorp"), an insider of the Company, provided consulting services to the
Company, for which it received $17,500. The Company terminated without
penalty, effective November 30, 2001, the management agreement made by and
between the Company and Pemcorp. Pemcorp is a management services company
controlled by two former directors of the Company.
APPOINTMENT OF AUDITOR
Unless otherwise instructed, the proxies given pursuant to this solicitation
will be voted for the appointment of Davidson & Company, Chartered
Accountants of Vancouver, British Columbia as the auditor of the Company to
hold office for the ensuing year at a remuneration to be fixed by the
directors. Davidson & Company have been auditors of the Company for over
six years.
MANAGEMENT CONTRACTS
For the financial year ended April 30, 2002, Pemcorp Management Inc., an
insider of the Company, provided consulting services to the Company, for
which it received $17,500.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except as set out herein, no director or senior officer of the Company or any
proposed nominee of management of the Company for election as a director of
the Company, nor any associate or affiliate of the foregoing persons, has
any substantial interest, direct or indirect, by way of beneficial ownership
or otherwise, in matters to be acted upon at the meeting.
PARTICULARS OF OTHER MATTERS TO BE ACTED UPON
1. Continuation from the Yukon Territory to Nevada
Introduction
The Company is seeking the approval and authorization of its shareholders to
change the jurisdiction of incorporation of the Company from the Yukon
Territory to the State of Nevada. This change of jurisdiction requires the
approval of the shareholders of the Company by a special resolution. If
approved by the Company's shareholders, the change of jurisdiction would be
accomplished by filing Articles of Domestication and Articles of
Incorporation with the Nevada Secretary of State. The Company would continue
to exist as if it had been incorporated under the laws of the State of Nevada
upon completion of the domestication process.
Continuance Resolution
Shareholders will be asked at the meeting to consider and, if thought fit,
approve a special resolution (the "Continuance Resolution") transferring the
Company's jurisdiction of incorporation from the Yukon Territory to Nevada
as follows:
"1. the Company be authorized to undertake and complete the continuance
of the Company out of the Yukon Territory to the State of Nevada and any
one director or officer be authorized to determine the form of such
documents required in respect thereof including any supplements or
amendments thereto, including, without limitation, the documents referred
to below;
2. the Company file Articles of Domestication and Articles of
Incorporation with the Secretary of State of Nevada and take such further
actions as may be appropriate to give effect to the domestication of the
Company in the State of Nevada pursuant to the laws of the State of
Nevada;
3. effective on the date of such domestication in Nevada, the Company
adopt the Company's new constitution in the form submitted to the meeting,
in substitution for the existing Articles and By-Laws of the Company;
4. effective on the date of such domestication in Nevada, the Company
change its name to "SHEP Global Technologies Ltd." or such other name as may
be determined by the directors and acceptable to regulatory authorities and
change its authorized capital to Two Hundred Million (200,000,000) shares,
of which One Hundred Million (100,000,000) shares will be common stock with
a par value of $0.001 per share, and One Hundred Million (100,000,000) will
be preferred stock, with a par value of $0.001 per share;
5. the Board of Directors of the Company be authorized to perform such
further acts and execute such further documents as may be required to give
effect to the foregoing;
6. the directors may, in their sole discretion, elect not to act on or
carry out this special resolution without further approval of the
shareholders of the Company."
Purpose
The board of directors believes that the use of U.S. corporation whose
securities are registered with the U.S. Securities and Exchange Commission
will provide a platform to stimulate and increase U.S. market interest and
facilitate capital raising in the U.S. and elsewhere in the world for the
Company. The board of directors is of the view that the continuation will
benefit the Company and its shareholders.
Effects of Change of Jurisdiction
The rights of the Company's stockholders are currently governed by the Yukon
Business Corporations Act (the "YBCA") and the Company's Articles of
Incorporation and Bylaws (the "Yukon Charter Documents"). Upon completion of
the continuance from the Yukon Territory and the domestication in Nevada, the
rights of the Company's stockholders will be governed by Chapters 78 and 92A
of the Nevada Revised Statutes (the "NRS") and the Company's Nevada Articles
of Incorporation and Bylaws (the "Nevada Charter Documents"). A copy of the
Company's proposed Nevada Articles of Incorporation is attached to this
Information Circular as Appendix A. A copy of the Company's Nevada Bylaws
will be available for inspection at the shareholders meeting.
The following summary compares the rights of shareholders under the YBCA
and the Yukon Charter Documents and the rights of shareholders under the
NRS and the Nevada Charter Documents. The following summary does not purport
to be a complete statement of the rights of the Company's stockholders
under the NRS and the Nevada Charter Documents as compared with the rights
of the under the YBCA and the Yukon Charter Documents. Shareholders are
referred to the full text of the YBCA and the NRS for a complete comparison
of these rights. Shareholders should consult their legal advisors
regarding all of the implications of the transactions contemplated in the
Continuance Resolution.
Authorized Capital
The Company's authorized capital stock currently consists of 100,000,000
common shares without nominal or par value. Upon completion of the
domestication, the Nevada Charter Documents will provide that the
Company's authorized capital stock consists of 100,000,000 shares of
common stock with a par value of $0.001 per share and 100,000,000 shares
of preferred stock with a par value of $0.001 per share. Under the NRS
and the Nevada Charter Documents, the board of directors would be
empowered, with no need for further shareholder approval, to issue
preferred stock in one or more series, and with such dividend rates and
rights, liquidation preferences, voting rights, conversion rights, rights
and terms of redemption and other rights, preferences, and privileges as
determined by the board of directors.
Amendments to the Charter Documents of the Company
Under the YBCA, changes to Yukon Charter Documents require a resolution
passed by not less than two-thirds of the votes cast by the shareholders
voting on the resolution authorising the alteration and, where the rights
of the holders of a class or series of shares are affected differently by
the alteration than those of holders of other classes or series of shares,
a resolution passed by not less than two-thirds of the votes cast by the
holders of shares of each class or series. A resolution to amalgamate a
YBCA corporation requires a special resolution passed by the shareholders
voting on the resolution or, where the amalgamation contains a provision
that would entitle a class or series vote under section 178 of the YBCA,
then such class or series may vote separately as a class or series.
The NRS and the Nevada Charter Documents will require that the shareholders
of the Company approve any amendments to the Company's Nevada Articles of
Incorporation. Any amendments must be approved by stockholders holding
shares in the Company entitling them to exercise at least a majority of
the voting power. The holders of the outstanding shares of a particular
class are entitled to vote as a class on a proposed amendment if the
amendment would alter or change the power, preferences or special rights of
one or more series of any class so to affect them adversely. In addition,
any merger or exchange of shares must be approved by a majority of the voting
power of the stockholders of the Company.
The NRS does not require stockholder approval for the board of directors of a
corporation to fix the voting powers, designation, preferences, limitations,
restrictions and rights of a class of stock provided that the corporation's
charter documents grant such power to its board of directors.
Bylaws
Under the NRS and the Nevada Charter Documents, the Company's board of
directors will have the power to make the bylaws of the Company, subject to
the bylaws, if any, adopted by the shareholders.
Sale of Company's Undertaking
Under the YBCA, the approval of the shareholders of a corporation represented
at a duly called meeting to which are attached not less than two thirds of
the votes entitled to vote upon a sale, lease or exchange or all or
substantially all of the property of the corporation, and, where the class
or series is affected by the sale, lease or exchange in a manner different
from another class or series, the holders of shares of that class or series
are entitled to vote separately as a class or series.
Under the NRS and the Nevada Charter Documents, the approval of stockholders
entitled to exercise at least a majority of the voting power must approve the
sale, lease or exchange of all of the Company's property and assets,
including its goodwill and corporate franchises, at a stockholders' meeting
called for that purpose.
Rights of Dissent and Appraisal
The YBCA contains provisions that shareholders who dissent to certain actions
being taken by the Company, may exercise a right of dissent and, inter alia,
require the company to purchase the shares held by such a shareholder at the
fair value of such shares. The procedure for exercising this remedy is set
out in section 193 of the YBCA. Briefly a dissenting shareholder must send
to the Company a written notice of objection to the subject resolution. If
the subject resolution is approved, the dissenting shareholder ceases to have
any rights as a Shareholder except the right to be paid the fair value of his
shares. The dissenting shareholder may apply to court to fix the fair value
of his shares. At any time prior to the court's order on such fair value,
the Company and the dissenting shareholder may reach an agreement as to the
fair value of the shares.
Under the NRS, shareholders have the right to dissent with respect to the
following corporate actions:
(a) consummation of a plan of merger to which the Company is a party if:
(i) shareholder approval is required for the merger under the NRS or
the Company's articles of incorporation, regardless of whether the
shareholder is entitled to vote on the merger; or
(ii) the Company is a subsidiary that is merged with its parent under
the NRS;
(b) consummation of a plan of exchange to which a company is a party
as the company whose shares will be acquired, if the shares of the
shareholder are to be acquired in the plan of exchange;
(c) any corporate action taken pursuant to a vote of the stockholders
in the event that the articles of incorporation, bylaws or a resolution of
the directors provides that voting or non-voting stockholders are entitled
to dissent and obtain payment for their shares.
A shareholder who exercises a right of dissent under the NRS is entitled to
be paid the fair value of his or her shares as determined under the NRS.
Oppression Remedies
Under the YBCA, a shareholder, former shareholder, director, former director,
officer, former officer of a corporation or any of its affiliates, or any
other person who, in the discretion of a court, is a proper person to seek
an oppression remedy may apply to a court for an order to rectify the
matters complained of where, in respect of a corporation or any of its
affiliates, any act or omission of the corporation or its affiliates effects
a result, or the business or affairs of the corporation or its affiliates
are or have been exercised in a manner, that is oppressive or unfairly
prejudicial to, or that unfairly disregards the interest of, any security
holder, creditor, director or officer.
The NRS and the Nevada Charter Documents do not provide for any comparable
oppression remedies.
Shareholder Derivative Actions
The YBCA contains a relatively broad right to bring a derivative action.
This right extends to officers, former shareholders, former directors and
former officers of a corporation or its affiliates, and any person who, in
the discretion of the court, is a proper person to make an application to
court to bring a derivative action. In addition, the YBCA permits derivative
actions to be commenced in the name and on behalf of a corporation or any
of its subsidiaries.
The NRS and the Nevada Charter Documents do not provide for any comparable
shareholder derivative actions.
Requisition of Meetings
The YBCA provides that one or more members of a company holding not less
than 5% of the issued voting shares of the Company may give notice to the
directors requiring them to call and hold a general meeting.
Under the NRS and the Nevada Charter Documents, the entire board of
directors, any two directors or the president may call annual and special
meetings of the stockholders and directors. If any Nevada corporation fails
to elect directors within 18 months after the last election of directors at
an annual meeting, any district court in Nevada has jurisdiction to order
the election of directors at a meeting of stockholders upon the application
of any one or more stockholders holding stock entitling them to exercise at
least 15 percent of the voting power of the common stock.
Form of Proxy and Information Circular
The YBCA contains provisions which require the mandatory solicitation of
proxies and delivery of a management proxy circular containing prescribed
information regarding the matter to be dealt with at and conduct of the
general meeting.
The NRS requires that shareholders be given written notice of a meeting of
shareholders at least 10 and not more than 60 days before the date of the
meeting. The NRS permits shareholders to vote by proxy but does not require
that proxies be sent to the shareholders or that an information circular be
sent to shareholders.
Upon domestication in Nevada, the Company will be required to comply with
the proxy solicitation requirements of the Securities Exchange Act of 1934
in connection with any meeting or solicitation of the consent of
stockholders.
Place of Meetings
The YBCA provides that meetings of shareholders may be held outside the
Yukon where the Company's bylaws so provide.
The NRS and the Nevada Charter Documents provides that shareholder meetings
may be held within or outside the State of Nevada in the manner provided by
the bylaws. The bylaws proposed to be adopted by the Company will permit
shareholder meetings to be held within or outside the State of Nevada.
Directors
The YBCA requires that at least two of the directors not be officers or
employees of the corporation or its affiliates.
Under the NRS and the Nevada Charter Documents, the number of directors of
the Company will be a minimum of 1 director and a maximum of 12 directors,
as determined by the board of directors. All vacancies, including those
caused by an increase in the number of directors, may be filled by a
majority of the remaining directors, though less than a quorum.
Under the NRS, the directors and officers of the Company are required to
exercise their powers in good faith and with a view to the interests of the
corporation. Directors are generally not individually liable to the Company
or its stockholders for any damages as a result of any act or failure to
act in the individual's capacity as a director or officer unless it is proven
that: (i) the individual's act or failure to act constituted a breach of the
individual's fiduciary duties as a director or officer; and (ii) the
ndividual's breach of those duties involved intentional misconduct, fraud
or a knowing violation of law.
Pre-Emptive Rights
The YBCA provides that existing shareholders have pre-emptive rights in
respect of share issuances if the articles or a unanimous shareholder
agreement so provides.
Under the NRS and the Nevada Charter Documents, stockholders of the
Company will not have pre-emptive rights in respect of any share
issuances.
U.S. Federal Securities Laws
The Company's common shares are currently registered under the United
States Securities Exchange Act of 1934 (the "1934 Act"). The Company
currently qualifies as a "foreign private issuer" under the Exchange Act.
As a "foreign private issuer", the Company files annual reports, which
include the Company's audited financial statements, with the United States
Securities and Exchange Commission (the "SEC") on a Form 20-F within six
months of the date of the Company's fiscal year end. The Company must also
file with the SEC copies of any documents filed by the Company with
Canadian securities commissions.
The Company will continue to be subject to the reporting requirements of
the 1934 Act once the continuation is completed. However, the Company's
reporting obligations will increase as the Company will cease to qualify
as a "foreign private issuer" once it completes the continuance and is
domesticated in Nevada. As a domestic United States company under the
1934 Act, the Company will be required to:
(a) file annual reports on Form 10-KSB, which will include the Company's
audited financial statements, within 90 days of the end of each fiscal year;
(b) file quarterly reports on Form 10-QSB, which will include the Company's
unaudited interim financial statements, within 45 days of the end of each
of its fiscal quarters;
(c) file current reports on Form 8-K upon the occurrence of certain material
changes; and
(d) comply with the proxy solicitation rules set forth in Section 14 of the
1934 Act.
In addition, the insiders of the Company will become subject to the insider
reporting obligations, short swing profit rules and short sale prohibitions
provided by Section 16 of the 1934 Act.
Rights of Dissent - Continuance
The shareholders are entitled to the dissent rights set out in Section 193
of the YBCA and to be paid the fair value of their common shares or if such
shareholder dissents to the Continuance and the Continuance becomes
effective. Neither a vote against the Continuance resolution, nor an
abstention or the execution or exercise of a proxy vote against such
resolution will constitute notice of dissent, but a shareholder need not vote
against such resolution in order to object. A shareholder must dissent with
respect to all common shares either held personally by him or on behalf of
any one beneficial owner and which are registered in one name. A brief
summary of the provisions of Section 193 of the YBCA is set out below.
Persons who are beneficial owners of common shares registered in the name
of a broker, custodian, nominee or other intermediary who wish to dissent
should be aware that ONLY A REGISTERED SHAREHOLDER IS ENTITLED TO DISSENT.
A shareholder who beneficially owns common shares but is not the registered
holder thereof, should contact the registered holder for assistance.
In order to dissent, a shareholder must send to the Company in the manner
set forth below, a written notice of objection (the "Objection Notice") to
the Continuance resolution. On the action approved by the Continuance
resolution becoming effective, the making of an agreement between the
Company and the dissenting shareholder as to the payment to be made for
the dissenting shareholder's shares or the pronouncement of an order by
the Court, whichever first occurs, the shareholder ceases to have any rights
as a shareholder other than the right to be paid the fair value of his shares
in an amount agreed to by the Company and the shareholder or in the amount
of the judgment, as the case may be, which fair value shall be determined as
of the close of business on the last business day before the day on which the
resolution from which the dissent was adopted. Until any one of such events
occurs, the shareholder may withdraw his dissent or the Company may rescind
the resolution and in either event, the proceedings shall be discontinued.
If the Continuance is approved, the dissenting shareholder who sent an
Objection Notice, or the Company, may apply to the Court to fix the fair
value of the common shares held by the dissenting shareholder and the
Court shall make an order fixing the fair value of such common shares,
giving judgment in that amount against the Company in favour of the
dissenting Shareholders and fixing the time by which the Company must
pay that amount to the dissenting shareholder. If such an application is
made by a dissenting shareholder , the Company shall, unless the Court
otherwise orders, send to each dissenting shareholder a written offer (the
"Offer to Purchase") to pay to the dissenting shareholder, an amount
considered by the directors of the Company to be the fair value of the
subject common shares, together with a statement showing how the fair value
of the subject common shares was determined. Every Offer to Purchase shall
be on the same terms. At any time before the Court pronounces an order
fixing the fair value of the dissenting shareholder's common shares, a
dissenting shareholder may make an agreement with the Company for the
purchase of his common shares, in the amount of the Offer to Purchase,
or otherwise. The Offer to Purchase shall be sent to each dissenting
shareholder within 10 days of the Company being served with a copy of the
originating notice. Any order of the Court may also contain directions in
relation to the payment to the shareholder of all or part of the sum offered
by the Company for the common shares, the deposit of the share certificates
representing the common shares, and other matters.
If the Company is not permitted to make a payment to a dissenting shareholder
due to there being reasonable grounds for believing that the Company is or
would after the payment be unable to pay its liabilities as they become due,
or the realizable value of the Company's assets would thereby be less than
the aggregate of its liabilities, then the Company shall, within ten days
after the pronouncement of an order, or the making of an agreement between
the shareholder and the Company as to the payment to be made for his common
shares, notify each dissenting shareholder that it is unable lawfully to
pay such dissenting shareholders for their shares.
Notwithstanding that a judgment has been given in favour of a dissenting
shareholder by the Court, if the Company is not permitted to make a payment
to a dissenting shareholder for the reasons stated in the previous
paragraph, the dissenting shareholder by written notice delivered to the
Company within 30 days after receiving the notice, as set forth in the
previous paragraph, may withdraw his notice of objection in which case the
Company is deemed to consent to the withdrawal and the shareholder is
reinstated to his full rights as a shareholder, failing which he retains his
status as a claimant against the Company to be paid as soon as it is
lawfully able to do so or, in a liquidation, to be ranked subordinate to
the rights of creditors of the Company but in priority to its shareholders.
In order to be effective, a written Objection Notice must be received by the
Company's Registered and Records Office, Suite 300, 204 Black Street,
Whitehorse, Yukon Territory Y1A 2M9 or by the Chairman of the meeting, prior
to the commencement or recommencement thereof.
The foregoing summary does not purport to provide a comprehensive statement
of the procedures to be followed by a dissenting shareholder who seeks
payment of the fair value of his common shares. Section 193 of the YBCA
requires strict adherence to the procedures established therein and failure
to do so may result in the loss of all dissenters' rights. Accordingly, each
Shareholder who might desire to exercise the dissenters' rights should
carefully consider and comply with the provisions of the section and consult
such shareholders' legal advisor. A copy of Section 193 of the YBCA is
attached hereto as Appendix B.
The directors of the Company may elect not to proceed with the transactions
contemplated in the Continuance Resolution if any notices of dissent are
received.
2. Other Matters
Management of the Company is not aware of any other matter to come before
the meeting other than as set forth in the notice of meeting. If any other
matter properly comes before the meeting, it is the intention of the
persons named in the enclosed form of proxy to vote the shares represented
thereby in accordance with their best judgment on such matter.
DATED this 11th day of July, 2002.
BY ORDER OF THE BOARD
"Kevin R. Winter"
Kevin R. Winter, President & Chief Executive Officer
APPENDIX A
Filing Fee: ___________
Receipt #:___________
ARTICLES OF INCORPORATION
(PURSUANT TO NRS 78)
STATE OF NEVADA
Secretary of State
Article 1. Name
The name of the Corporation is: SHEP GLOBAL TECHNOLOGIES LTD.
Article 2. Registered Agent
The name of the Resident Agent of the Corporation is Cane O'Neill Taylor, LLC.
The address of the Resident Agent of the Corporation is 2300 West Sahara
Avenue, Suite 500, Box 18, Las Vegas, Nevada 89102.
Article 3. Capital Stock
The aggregate number of shares that the Corporation will have authority to
issue is Two Hundred Million (200,000,000), of which One Hundred Million
(100,000,000) shares will be common stock, with a par value of $0.001 per
share, and One Hundred Million (100,000,000) shares will be preferred stock,
with a par value of $0.001 per share.
The Preferred Stock may be divided into and issued in series. The Board of
Directors of the Corporation is authorized to divide the authorized shares
of Preferred Stock into one or more series, each of which shall be so
designated as to distinguish the shares thereof from the shares of all other
series and classes. The Board of Directors of the Corporation is authorized,
within any limitations prescribed by law and this Article, to fix and
determine the designations, rights, qualifications, preferences, limitations
and terms of the shares of any series of Preferred Stock including but not
limited to the following:
(a) The rate of dividend, the time of payment of dividends, whether
dividends are cumulative, and the date from which any dividends shall accrue;
(b) Whether shares may be redeemed, and, if so, the redemption price and the
terms and conditions of redemption;
(c) The amount payable upon shares in the event of voluntary or involuntary
liquidation;
(d) Sinking fund or other provisions, if any, for the redemption or purchase
of shares;
(e) The terms and conditions on which shares may be converted, if the shares
of any series are issued with the privilege of conversion;
(f) Voting powers, if any, provided that if any of the Preferred Stock or
series thereof shall have voting rights, such Preferred Stock or series
shall vote only on a share for share basis with the Common Stock on any
matter, including but not limited to the election of directors, for which
such Preferred Stock or series has such rights; and
(g) Subject to the foregoing, such other terms, qualifications, privileges,
limitations, options, restrictions, and special or relative rights and
preferences, if any, of shares or such series as the Board of Directors of
the Corporation may, at the time so acting, lawfully fix and determine under
the laws of the State of Nevada.
The Corporation shall not declare, pay or set apart for payment any dividend
or other distribution (unless payable solely in shares of Common Stock or
other class of stock junior to the Preferred Stock as to dividends or upon
liquidation) in respect of Common Stock, or other class of stock junior to
the Preferred Stock, nor shall it redeem, purchase or otherwise acquire for
consideration shares of any of the foregoing, unless dividends, if any,
payable to holders of Preferred Stock for the current period (and in the
case of cumulative dividends, if any, payable to holders of Preferred Stock
for the current period and in the case of cumulative dividends, if any, for
all past periods) have been paid, are being paid or have been set aside
for payment, in accordance with the terms of the Preferred Stock, as fixed
by the Board of Directors.
In the even of the liquidation of the Corporation, holders of Preferred
Stock shall be entitled to receive, before any payment or distribution
on the Common Stock or any other class of stock junior to the Preferred
Stock upon liquidation, a distribution per share in the amount of the
liquidation preference, if any, fixed or determined in accordance with
the terms of such Preferred Stock plus, if so provided in such terms, an
amount per share equal to accumulated and unpaid dividends in respect of
such Preferred Stock (whether or not earned or declared) to the date of
such distribution. Neither the sale, lease or exchange of all or
substantially all of the property and assets of the Corporation, nor any
consolidation or merger of the Corporation, shall be deemed to be a
liquidation for the purposes of this Article.
Article 4. Board of Directors
(a) Number of Directors. The number of the directors constituting the
entire Board will be not less than one (1) nor more than twelve (12) as
fixed from time to time by vote of the majority of the entire Board,
provided, however, that the number of directors will not be reduced so
as to shorten the term of any director at the time in office.
(b) Vacancies. Any vacancies in the Board of Directors for any reason,
and any directorships resulting from any increase in the number of
directors, may be filled by the Board of Directors, acting by a majority of
the directors then in office, although less than a quorum, and any directors
so chosen will hold office during the remainder of the term of office of the
resigning director.
(c) First Board of Directors. The first Board of Directors will consist of
FOUR (4) members and their names and addresses are as follows:
Name of Director: TRACY A. MOORE
Address of Director: 1185 Jefferson Avenue
West Vancouver, BC Canada
V7T 2A7
Name of Director: KEVIN WINTER
Address of Director: P.O. N3937
Mereva House 4, George Street
Nassau, Bahamas
Name of Director: RICHARD KING
Address of Director: 13 Pine Tree Lane
Somerset, Bermuda MA 02
Name of Director: ERIC COLLINS
Address of Director: Tablerock Avenue
North Shore
Pembroke, Bermuda
Article 5. Purpose
The purpose of the Corporation is to engage in any lawful act or activity for
which corporations may be organized under NRS 78.
Article 6. Acquisition of Controlling Interest
The Corporation elects not to be governed by NRS 78.378 to 78.3793,
inclusive.
Article 7. Combinations with Interest Stockholders
The Corporation elects not to be governed by NRS 78.411 to 78.444, inclusive.
Article 8. Liability
To the fullest extent permitted by NRS 78, a director or officer of the
Corporation will not be personally liable to the Corporation or its
stockholders for damages for breach of fiduciary duty as a director or
officer, provided that this article will not eliminate or limit the
liability of a director or officer for:
(a) acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law; or
(b) the payment of distributions in violation of NRS 78.300, as amended.
Any amendment or repeal of this Article 7 will not adversely affect any
right or protection of a director of the Corporation existing immediately
prior to such amendment or repeal.
Article 9. Indemnification
(a) Right to Indemnification. The Corporation will indemnify to the
fullest extent permitted by law any person (the "Indemnitee") made or
threatened to be made a party to any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or
investigative (whether or not by or in the right of the Corporation) by
reason of the fact that he or she is or was a director of the Corporation
or is or was serving as a director, officer, employee or agent of another
entity at the request of the Corporation or any predecessor of the
Corporation against judgments, fines, penalties, excise taxes, amounts paid
in settlement and costs, charges and expenses (including attorneys' fees
and disbursements) that he or she incurs in connection with such action or
proceeding.
(b) Inurement. The right to indemnification will inure whether or not the
claim asserted is based on matters that predate the adoption of this Article
9, will continue as to an Indemnitee who has ceased to hold the position by
virtue of which he or she was entitled to indemnification, and will inure to
the benefit of his or her heirs and personal representatives.
(c) Non-exclusivity of Rights. The right to indemnification and to the
advancement of expenses conferred by this Article 9 are not exclusive of any
other rights that an Indemnitee may have or acquire under any statute, bylaw,
agreement, vote of stockholders or disinterested directors, this Certificate
of Incorporation or otherwise.
(d) Other Sources. The Corporation's obligation, if any, to indemnify or
to advance expenses to any Indemnitee who was or is serving at its request
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or other entity will be
reduced by any amount such Indemnitee may collect as indemnification or
advancement of expenses from such other entity.
(e) Advancement of Expenses. The Corporation will, from time to time,
reimburse or advance to any Indemnitee the funds necessary for payment of
expenses, including attorneys' fees and disbursements, incurred in
connection with defending any proceeding for which he or she is indemnified
by the Corporation, in advance of the final disposition of such proceeding;
provided that the Corporation has received the undertaking of such director
or officer to repay any such amount so advanced if it is ultimately
determined by a final and unappealable judicial decision that the director
or officer is not entitled to be indemnified for such expenses.
SIGNATURES OF INCORPORATORS
The names and address of each of the incorporator(s) signing the Articles
of Incorporation:
Signature of Incorporator: _____________________________
Name of Incorporator: MICHAEL A. CANE
Address of Incorporator: 2300 West Sahara Avenue, Suite 500, Box 18
Las Vegas, NV 89102
This instrument was acknowledged before me on the _____ day of August, 2002
by MICHAEL A. CANE as incorporator of SHEP GLOBAL TECHNOLOGIES LTD.
Signature of Notary Public: _____________________________
Name of Notary Public: [NAME OF NOTARY PUBLIC]
CERTIFICATE OF ACCEPTANCE BY APPOINTMENT OF RESIDENT AGENT
Cane O'Neill Taylor, LLC, hereby accepts appointment as Resident Agent for
the above name corporation.
Signature of Authorized
Signatory for Resident Agent: _____________________________
Name of Authorized Signatory: _____________________________
Date: _____________________________
APPENDIX B
Section 193 Yukon Business Corporations Act
193.(1) Subject to sections 194 and 243, a holder of shares of any class of a
corporation may dissent if the corporation resolves to:
(a) amend its articles under section 175 or 176 to add, change or remove
any provisions restricting or constraining the issue or transfer of shares
of that class,
(b) amend its articles under section 175 to add, change or remove any
restrictions on the business or businesses that the corporation may carry
on,
(c) amalgamate with another corporation, otherwise than under section 186
or 189,
(d) be continued under the laws of another jurisdiction under section 191,
or
(e) sell, lease or exchange all or substantially all its property under
section 192.
(2) A holder of shares of any class or series of shares entitled to vote
under section 178 may dissent if the corporation resolves to amend its
articles in a manner described in that section.
(3) In addition to any other right he may have, but subject to subsection
(20), a shareholder entitled to dissent under this section and who complies
with this section is entitled to be paid by the corporation the fair value
of the shares held by him in respect of which he dissents, determined as of
the close of business on the last business day before the day on which the
resolution from which he dissents was adopted.
(4) A dissenting shareholder may only claim under this section with respect
to all the shares of a class held by him or on behalf of any one beneficial
owner and registered in the name of the dissenting shareholder.
(5) A dissenting shareholder shall send to the corporation a written
objection to a resolution referred to in subsection (1) or (2)
(a) at or before any meeting of shareholders at which the resolution is
to be voted on, or
(b) if the corporation did not send notice to the shareholder of the
purpose of the meeting or of his right to dissent, within a reasonable
time after he learns that the resolution was adopted and of his right to
dissent.
(6) An application may be made to the Supreme Court after the adoption of a
resolution referred to in subsection (1) or (2),
(a) by the corporation, or
(b) by a shareholder if he has sent an objection to the corporation under
subsection (5),
to fix the fair value in accordance with subsection (3) of the shares of a
shareholder who dissents under this section.
(7) If an application is made under subsection (6), the corporation shall,
unless the Supreme Court otherwise orders, send to each dissenting shareholder
a written offer to pay him an amount considered by the directors to be the
fair value of the shares.
(8) Unless the Supreme Court otherwise orders, an offer referred to in
subsection (7) shall be sent to each dissenting shareholder
(a) at least ten days before the date on which the application is
returnable, if the corporation is the applicant, or
(b) within ten days after the corporation is served with a copy of the
originating notice, if a shareholder is the applicant.
(9) Every offer made under subsection (7) shall
(a) be made on the same terms, and
(b) contain or be accompanied by a statement showing how the fair value
was determined.
(10) A dissenting shareholder may make an agreement with the corporation for
the purchase of his shares by the corporation, in the amount of the
corporation's offer under subsection (7) or otherwise, at any time before
the Supreme Court pronounces an order fixing the fair value of the shares.
(11) A dissenting shareholder
(a) is not required to give security for costs in respect of an
application under subsection (6), and
(b) except in special circumstances shall not be required to pay the
costs of the application or appraisal.
(12) In connection with an application under subsection (6), the Supreme
Court may give directions for
(a) joining as parties all dissenting shareholders whose shares have
not been purchased by the corporation and for the representation of
dissenting shareholders who, in the opinion of the Supreme Court, are in
need of representation,
(b) the trial of issues and interlocutory matters, including pleadings
and examinations for discovery,
(c) the payment to the shareholder of all or part of the sum offered by
the corporation for the shares,
(d) the deposit of the share certificates with the Supreme Court or with
the corporation or its transfer agent,
(e) the appointment and payment of independent appraisers, and the
procedures to be followed by them,
(f) the service of documents, and
(g) the burden of proof on the parties.
(13) On an application under subsection (6), the Supreme Court shall make an
order
(a) fixing the fair value of the shares in accordance with subsection
(3) of all dissenting shareholders who are parties to the application,
(b) giving judgment in that amount against the corporation and in favour
of each of those dissenting shareholders, and
(c) fixing the time within which the corporation must pay that amount to
a shareholder.
(14) On
(a) the action approved by the resolution from which the shareholder
dissents becoming effective,
(b) the making of an agreement under subsection (10) between the
corporation and the dissenting shareholder as to the payment to be made by
the corporation for his shares, whether by the acceptance of the
corporation's offer under subsection (7) or otherwise, or
(c) the pronouncement of an order under subsection (13), whichever
first occurs, the shareholder ceases to have any rights as a shareholder
other than the right to be paid the fair value of his shares in the amount
agreed to between the corporation and the shareholder (15) Paragraph (14)(a)
does not apply to a shareholder referred to in paragraph (5)(b).
(16) Until one of the events mentioned in subsection (14) occurs,
(a) the shareholder may withdraw his dissent, or
(b) the corporation may rescind the resolution,
and in either event proceedings under this section shall be discontinued.
(17) The Supreme Court may in its discretion allow a reasonable rate of
interest on the amount payable to each dissenting shareholder, from the
date on which the shareholder ceases to have any rights as a shareholder by
reason of subsection (14) until the date of payment.
(18) If subsection (20) applies, the corporation shall, within ten days after
(a) the pronouncement of an order under subsection (13), or
(b) the making of an agreement between the shareholder and the corporation
as to the payment to be made for his shares, notify each dissenting
shareholder that it is unable lawfully to pay dissenting shareholders for
their shares.
(19) Notwithstanding that a judgment has been given in favour of a dissenting
shareholder under paragraph (13)(b), if subsection (20) applies, the
dissenting shareholder, by written notice delivered to the corporation within
30 days after receiving the notice under subsection (18), may withdraw his
notice of objection, in which case the corporation is deemed to consent to
the withdrawal and the shareholder is reinstated to his full rights as a
shareholder, failing which he retains a status as a claimant against the
corporation, to be paid as soon as the corporation is lawfully able to do so
or, in a liquidation, to be ranked subordinate to the rights of creditors
of the corporation but in priority to its shareholders.
(20) A corporation shall not make a payment to a dissenting shareholder
under this section if there are reasonable grounds for believing that
(a) the corporation is or would after the payment be unable to pay its
liabilities as they become due, or
(b) the realizable value of the corporation's assets would thereby be
less than the aggregate of its liabilities.
PROXY
GENERAL MEETING OF SHAREHOLDERS OF
INSIDE HOLDINGS INC. (the "Company")
TO BE HELD AT 10th Floor, 595 Howe Street, Vancouver, B.C. on August 12, 2002
at 10:00 A.M.
The undersigned Registered Shareholder of the Company hereby appoints,
Tracy A. Moore, a proposed Director of the Company, or failing this person,
Kevin Winter, a Director of the Company, or in the place of the foregoing,
______________________________ as proxyholder for and on behalf of the
Registered Shareholder with the power of substitution to attend, act and
vote for and on behalf of the Registered Shareholder in respect of all
matters that may properly come before the Meeting of the Registered
Shareholders of the Company (the "Meeting") and at every adjournment
thereof, to the same extent and with the same powers as if the undersigned
Registered Shareholder were present at the said Meeting, or any
adjournment thereof.
The Registered Shareholder hereby directs the proxyholder to vote the
securities of the Company registered in the name of the Registered
Shareholder as specified herein.
Resolutions (For full detail of each item, please see the enclosed Notice
of Meeting and Information Circular)
For Withhold
1. To determine the number of Directors at four. _______ _______
2. To elect Tracy A. Moore as a Director. _______ _______
3. To elect Kevin Winter as a Director. _______ _______
4. To elect Eric Collins as a Director. _______ _______
5. To elect Richard King as a Director. _______ _______
6. To appoint Davidson & Company as auditors
of the Company. _______ _______
7. To authorize the Directors to
fix the auditors' remuneration. _______ _______
For Against
8. To approve a special resolution authorizing
the continuation of the Company from the Yukon
Territory to the State of Nevada, to adopt a new
company constitution and effective upon the
continuation to change the name of the Company
to "SHEP Global Technologies Ltd." or such other
name as may be determined by the directors and
approved by regulatory authorities and amend the
authorized capital of the Company. _______ _______
9. To transact such other business as may
properly come before the Meeting. _______ _______
The undersigned Registered Shareholder hereby revokes any proxy previously
given to attend and vote at said Meeting.
SIGN HERE: _______________________________________
Please Print Name: _______________________________________
Date: _______________________________________
Number of Shares
Represented by Proxy: _______________________________________
IF THE NUMBER OF SHARES REPRESENTED BY THIS PROXY FORM IS NOT INDICATED BY
THE REGISTERED SHAREHOLDER, THEN IT SHALL BE DEEMED TO REPRESENT THAT NUMBER
INDICATED ON THE AFFIXED LABEL.
THIS PROXY FORM IS NOT VALID UNLESS IT IS SIGNED AND DATED.
SEE IMPORTANT INFORMATION AND INSTRUCTIONS ON REVERSE
INSTRUCTIONS FOR COMPLETION OF PROXY
1. This Proxy is solicited by the Management of the Company.
2. This form of proxy ("Instrument of Proxy") must be signed by you, the
Registered Shareholder, or by your attorney duly authorized by you in
writing, or, in the case of a corporation, by a duly authorized officer or
representative of the corporation; and if executed by an attorney, officer,
or other duly appointed representative, the original or a notarial copy of
the instrument so empowering such person, or such other documentation in
support as shall be acceptable to the Chairman of the Meeting, must accompany
the Instrument of Proxy.
3. If this Instrument of Proxy is not dated in the space provided, authority
is hereby given by you, the Registered Shareholder, for the proxyholder to
date this proxy seven (7) calendar days after the date on which it was mailed
to you, the Registered Shareholder, by Computershare Trust Company of Canada
4. A Registered Shareholder who wishes to attend the Meeting and vote on the
resolutions in person, may simply register with the scrutineers before the
Meeting begins.
5. A Registered Shareholder who is not able to attend the Meeting in person
but wishes to vote on the resolutions, may do the following:
(a) appoint one of the management proxyholders named on the Instrument of
Proxy, by leaving the wording appointing a nominee as is (i.e. do not strike
out the management proxyholders shown and do not complete the blank space
provided for the appointment of an alternate proxyholder). Where no choice
is specified by a Registered Shareholder with respect to a resolution set out
in the Instrument of Proxy, a management appointee acting as a proxyholder
will vote in favour of each matter identified on this Instrument of Proxy and
for the nominees of management for directors and auditor as identified in
this Instrument of Proxy;
OR
(b) appoint another proxyholder, who need not be a Registered Shareholder
of the Company, to vote according to the Registered Shareholder's
instructions, by striking out the management proxyholder names shown and
inserting the name of the person you wish to represent you at the Meeting in
the space provided for an alternate proxyholder. If no choice is specified,
the proxyholder has discretionary authority to vote as the proxyholder sees
fit.
6. The securities represented by this Instrument of Proxy will be voted or
withheld from voting in accordance with the instructions of the Registered
Shareholder on any poll of a resolution that may be called for and, if the
Registered Shareholder specifies a choice with respect to any matter to be
acted upon, the securities will be voted accordingly. Further, the
securities will be voted by the appointed proxyholder with respect to any
amendments or variations of any of the resolutions set out on the Instrument
of Proxy or matters which may properly come before the Meeting as the
proxyholder in its sole discretion sees fit.If a Registered Shareholder has
submitted an Instrument of Proxy, the Registered Shareholder may still
attend the Meeting and may vote in person. To do so, the Registered
Shareholder must record his/her attendance with the scrutineers before the
commencement of the Meeting and revoke, in writing, the prior votes.
To be represented at the Meeting, voting instructions must be DEPOSITED at
the office of "COMPUTERSHARE TRUST COMPANY OF CANADA" no later than forty-
eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the
time of the Meeting, or adjournment thereof or may be accepted by the
Chairman of the Meeting prior to commencement of the Meeting. The mailing
address of Computershare Trust Company of Canada is Suite 401, 510 Burrard
Street, Vancouver, British Columbia, V6C 3B9, and its fax number is
(604) 683-3694.