(1)
|
Title of each class of securities to which transaction applies:
|
(2)
|
Aggregate number of securities to which transaction applies:
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
|
(4)
|
Proposed maximum aggregate value of transaction:
|
(5)
|
Total fee paid:
|
(1)
|
Amount Previously Paid:
|
(2)
|
Form, Schedule or Registration Statement No.:
|
(3)
|
Filing Party:
|
(4)
|
Date Filed:
|
1. |
To elect seven directors of the Company, each to hold their offices until the next annual meeting of the Company's stockholders or until their successors have been duly elected and qualified or until the earlier of their resignation, removal or death.
The Board of Directors recommends that Stockholders vote "FOR" each Director.
|
2. |
To approve the appointment of MNP LLP, Chartered Accountants, as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2017 and to authorize the Board of Directors to fix their remuneration.
The Board of Directors recommends that the Stockholders vote "FOR" this proposal.
|
3. |
To authorize the Board of Directors of the Company to effect a reverse stock split of our outstanding common stock in a ratio of between one-for-five and one-for-ten, in their sole discretion, without further shareholder approval, at any time prior to the one year anniversary of this annual meeting; provided that all fractional shares as a result of the split shall be automatically rounded up to the next whole share.
The Board of Directors recommends that the Stockholders vote "FOR" this proposal
.
|
4. |
To authorize a change in the name of the Company as may be determined by the Board of Directors and as may be acceptable to the applicable regulatory authorities.
The Board of Directors recommends that the Stockholders vote "FOR" this proposal
.
|
5. |
To approve an amendment to the Company's Stock Option Plan to increase the number of stock options authorized to be issued to 46,000,000.
The Board of Directors recommends that the Stockholders vote "FOR" this proposal
.
|
6. |
To consider and, if deemed appropriate, approve an advisory vote on executive compensation
|
1. |
Election of Directors:
The election of seven directors of the Company, namely John Sanderson, Craig Scherba, Quentin Yarie, Robin Borley, Albert A. Thiess, Jr., Dean Comand and Dalton Larson. If elected, these directors will each hold their offices until the next annual meeting of the Company's stockholders or until their successors have been duly elected and qualified or until the earlier of their resignation, removal or death. Abstentions from voting and broker "non-votes" on the election of directors will have no effect since they will not represent votes cast for the purpose of electing directors.
|
2. |
Appointment of MNP LLP.:
The approval of the appointment of MNP LLP, Chartered Accountants, as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2017 and to authorize the Board of Directors to fix their remuneration. This proposal will require the affirmative vote of a majority of the shares present and entitled to vote. For the purposes of this vote, votes to abstain will have the same effect as votes against the proposal. Broker non-votes will have no effect on the vote on such proposal.
|
3. |
Common Share Consolidation:
To authorize the Board of Directors of the Company to effect a reverse stock split of our outstanding common stock in a ratio of between one-for-five and one-for-ten, in their sole discretion, without further shareholder approval, at any time prior to the one year anniversary of this annual meeting; provided that all fractional shares as a result of the split shall be automatically rounded up to the next whole share. The proposal will pass with the affirmative vote of a majority of the shares present and entitled to vote. For purposes of this vote, votes to abstain will have the same effect as votes against.
|
4. |
Company Name Change
:
To authorize a change in the name of the Company as may be determined by the Board of Directors and as may be acceptable to the applicable regulatory authorities. The proposal will pass with the affirmative vote of a majority of the shares present and entitled to vote. For purposes of this vote, votes to abstain will have the same effect as votes against. Broker non-votes will have no effect on the vote on such proposal.
|
5. |
Stock Option Plan Resolution:
To approve an ordinary resolution amending the Company's Stock Option Plan to increase the number of options for Shares of the Company authorized to be issued to 46,000,000 from 43,000,000. The proposal will pass with the affirmative vote of a majority of the shares present and entitled to vote. For purposes of this vote, votes to abstain will have the same effect as votes against. Broker non-votes will have no effect on the vote on such proposal.
|
6. |
Advisory vote on executive compensation:
As required by the rules of the Securities Exchange Commission, the approval, by a non-binding advisory vote, of the Company's executive compensation as outlined within this document. The proposal will pass with the affirmative vote of a majority of the shares present and entitled to vote. For purposes of this vote, votes to abstain will have the same effect as votes against. Broker non-votes will have no effect on the vote on such proposal.
|
1. |
FOR the election of persons put forth in this proxy to serve on the Board;
|
2. |
FOR the approval of the appointment of MNP LLP, Chartered Accountants, as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2017 and to authorize the Board to fix the firm's remuneration;
|
3. |
FOR the approval of the Common Share Consolidation;
|
4. |
FOR the approval of the Company Name Change;
|
5. |
FOR the approval of the Stock Option Plan Resolution;
|
6. |
FOR the approval of the advisory vote on executive officer compensation.
|
Name
|
Age
|
Company
Position
|
Principal
Occupation
|
Director
Since
|
# of Voting Securities
Beneficially Owned, or
Controlled or
Directed, Directly or
Indirectly
(3)
|
John Sanderson
(1)
(Vancouver, BC, Canada)
|
81
|
Director,
Chairman of the Board of Directors
|
Lawyer and arbitrator
|
January 2009
|
250,000
|
Craig Scherba
(2)
(Oakville, ON, Canada)
|
44
|
Director,
President & Chief Executive Officer
|
President & CEO of the Company
|
January 2010
|
0
|
Quentin Yarie
(2)
(Toronto, ON, Canada)
|
51
|
Director
|
President & CEO of Red Pine Exploration Inc., and Honey Badger Exploration Inc., and President of MacDonald Mines Exploration Inc.
|
December 2008
|
375,000
|
Robin Borley
(2)
(Johannesburg, South Africa)
|
47
|
Director,
Senior Vice President – Mine Development
|
SVP-Mine Development of the Company
|
December 2013
|
2,787,857
|
Albert A. Thiess, Jr.
(1)
(Bluffton, SC, USA)
|
70
|
Director
|
Retired, U.S. Certified Public Accountant (CPA)
|
May 2012
|
70,000
|
Dean Comand
(1)
(Ancaster, ON, Canada)
|
50
|
Director
|
Professional Engineer. Consultant - mining and energy sectors
|
October 2014
|
0
|
Dalton Larson
(1)
(Surrey, BC, Canada)
|
76
|
Director
|
Lawyer and arbitrator
|
October 2014
|
1,300,000
|
· |
John Sanderson, Q.C. (Vancouver, Canada)
: Mr. Sanderson has been the Company's Vice Chairman of the Board since October 2009 and a director of our Company since January 2009. Mr. Sanderson was Chairman of the Board of the Company from January 2009 to September 2009. Mr. Sanderson is a chartered mediator, chartered arbitrator, consultant and lawyer called to the bar in the Canadian provinces of Ontario and British Columbia. Mr. Sanderson's qualifications to serve as a director include his many years of legal and mediation experience in various industries. Mr. Sanderson is a Queen's Counsel (Q.C.). He has acted as mediator, facilitator and arbitrator across Canada, and internationally, in numerous commercial transactions, including insurance claims, corporate contractual disputes, construction matters and disputes, environmental disputes, inter-governmental disputes, employment matters, and in relation to aboriginal claims. He has authored and co-authored books on the use and value of dispute resolution systems as an alternative to the courts in managing business and legal issues.
|
· |
Craig Scherba, P.Geol. (Oakville, Canada)
: Mr. Scherba was appointed as our President and Chief Executive Officer in August 2015 and has served as a director since January 2010. Mr. Scherba served as President and Chief Operating Officer from September 2012 to August 2015 and Vice President, Exploration of the Company from January 2010 to September 2012. Mr. Scherba has been a professional geologist (P. Geol.) since 2000, and his expertise includes supervising large Canadian and international exploration. Mr. Scherba also serves as Vice President, Exploration of MacDonald Mines Exploration Ltd, Red Pine Exploration Inc. and Honey Badger Exploration Inc which are resource exploration company trading on the TSX - Venture Exchange. In addition, Mr. Scherba was professional geologist with Taiga Consultants Ltd. ("Taiga"), a mining exploration consulting company from March 2003 to December 2009. He was a managing partner of Taiga between January 2006 and December 2009. Mr. Scherba was an integral member of the exploration team that developed Nevsun Resources' high grade gold, copper and zinc Bisha project in Eritrea. While at Taiga, Mr. Scherba served as the Company's Country and Exploration Manager in Madagascar during its initial exploration stage.
|
· |
Quentin Yarie, P.Geo. (Toronto, Canada):
Mr. Yarie has served as a director of our Company since 2008. Mr. Yarie is an experienced geophysicist and a successful entrepreneur with over 25 years' experience in mining and environmental/engineering. Mr. Yarie has project management and business development experience as he has held positions of increasing responsibility with a number of Canadian-based geophysical service providers. He is currently CEO and President of Red Pine Exploration Inc, and Honey Badger Exploration Inc. and President of MacDonald Mines Exploration Inc. From January 2010, Mr. Yarie was Senior Vice President Exploration for MacDonald Mines Exploration Ltd, Red Pine Exploration Inc. and Honey Badger Exploration Inc all listed on the TSX-Venture Exchange headquartered in Toronto, Canada. From October 2007 to December 2009, Mr. Yarie was a business development officer with Geotech Ltd, a geophysical airborne survey company. From September 2004 to October 2007, Mr. Yarie was a senior representative of sales and business development for Aeroquest Limited. From 1992-2001, he was a partner of a specialized environmental and engineering consulting group where he managed a number of large projects including the ESA of the Sydney Tar Ponds, the closure of the Canadian Forces Bases in Germany and the Maritime and Northeast Pipeline project.
|
· |
Robin Borley (Johannesburg, South Africa)
: Mr. Borley was appointed our Senior Vice President ("SVP") of Mine Development during December 2013. Mr. Borley is a Graduate mining engineering professional and a certified mine manager with more than 25 years of international mining experience building and operating mining ventures. He has held senior management positions both internationally and within the South African mining industry. Until October 2014, Mr. Borley served as Mining Director for DRA Mineral Projects. In addition, Mr. Borley was instrumental as the COO of Red Island Minerals in a developing a Madagascar coal venture. His diverse career has spanned resource project management, evaluation, exploration and mine development. Robin has completed several mine evaluations including operational and financial evaluations of new and existing operations across a diverse range of resource sectors. He has experience in the management of underground and surface mining operations from both the contractor and owner miner environments. From 2006 through to 2012, Robin participated in the BEE management buy-out transaction of the Optimum Colliery mining property from BHP, through its independent listing and its ultimate sale to Glencore in December 2012.
|
· |
Albert A. Thiess, Jr. (Bluffton, United States of America
): Mr. Thiess was appointed a Director during May 2012. Mr. Thiess brings over 35 years of accounting, finance and management experience to the Company. Mr. Thiess served as an audit partner in Coopers & Lybrand, LLP and with PricewaterhouseCoopers LLP following the merger of those firms in 1998. He served clients in the automotive, banking, retail and manufacturing industries, as well as serving as the Managing Partner of the Detroit, Michigan and Los Angeles, California offices. He also was elected to the Governing Council of Coopers & Lybrand. Following the merger with PricewaterhouseCoopers, Mr. Thiess managed various global functions for the newly merged firm.
|
· |
Dean Comand P. Eng, CET MMP CDir. (Ancaster, Canada):
Mr. Comand is a Mechanical Engineer and holds his P. Eng designation in the province of Ontario as well as designation as a Certified Engineering Technologist. He earned his Maintenance Manager Professional Designation (MMP) license in 2006 and his Charter Director designation (CDir) in 2012. Mr Comand is currently the President and Chief Executive Officer of Hamilton Utilities Corporation and continues to provide strategic advice to numerous clients around the world in the mining and energy sectors From 2009 – 2014, Mr. Comand worked for Sherritt International as Vice President of Operations of Ambatovy, a large scale nickel project in Madagascar. He successfully led the construction and commissioning of Ambatovy, and led the operations to commercial production. He has extensive business and financial acumen in large-scale energy, power, and mining industries. He has consistently held senior positions in operations, business, project development, environmental management, maintenance, and project construction. He has managed a variety of complex operations, including one of the world's largest mining facilities, industrial facilities, numerous power plants, renewable energy facilities and privately held municipal water treatment facilities across Canada and the United States.
|
· |
Dalton Larson (Surrey, Canada
): Mr. Larson is a Canadian attorney with more than 35 years as a member of the Law Society of British Columbia. He commenced practice as a member of the Faculty of Law, University of British Columbia, subsequently becoming a partner of a major Vancouver Law firm, now McMillan LLP. Currently, he maintains a private practice along with a vigorous investment business. He is a recognized expert in alternate dispute resolution and has extensive experience as a professional arbitrator and mediator. He has three degrees, including a Masters Degree in law from the University of London, England. His business activities include more than 25 years as a director of several investment funds managed by the CW Funds group of companies, affiliated with Ventures West Management Inc., which is one of the largest venture capital firms in Canada. The CW Funds raised and invested in a wide variety of businesses totalling more than $130 million, primarily from overseas investors. In that period he served as Chairman of the Board of Directors of a Philippine ethanol company. He was the founding shareholder of the First Coal Corporation, which raised in excess of $65 million in equity to finance its development activities and started operations in 2014. This company was sold to Xstrata in excess of $150 million.
|
· |
Historical trading price and volumes of our Common Stock
|
· |
Existing marketability and liquidity of our Common Stock and the expected impact of a share consolidation on the trading market, including the anticipated post-split market price, for our Common Stock;
|
· |
Potential business and strategic alternatives, if any, that are available to us at that time; and
|
· |
Stock market and economic conditions.
|
(1)
|
As of October 26, 2016 and does not take into account the treatment of any fractional shares.
See,
"Treatment of fractional shares."
|
(2)
|
We are currently authorized to issue 650,000,000 shares of capital stock, of which 640,000,000 are classified as common shares and 10,000,000 are eligible to be divisible into classes, series and types as designated by the Board of Directors, which would be unaffected by a share consolidation implemented pursuant to Proposal 3.
|
•
|
Warrants that are outstanding immediately prior to the completion the share consolidation will be adjusted in accordance with their terms, such that the number of Common Stock shares received upon exercise and the exercise price will reflect the Exchange Ratio.
|
•
|
Options that are outstanding immediately prior to the completion of the share consolidation (whether vested or unvested) will be adjusted to acquire that number of whole shares of Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of Common Stock subject to such stock option and (ii) the Exchange Ratio. No cash payment will be made in respect of such rounding down.
|
|
•
|
An individual who is a citizen or resident of the U.S.;
|
|
•
|
A corporation (or other entity taxable as a corporation for federal income tax purposes) organized under the laws of the U.S., any state thereof or the District of Columbia;
|
|
•
|
An estate whose income is subject to U.S. federal income taxation regardless of its source; or
|
|
•
|
A trust that 1) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all substantial decisions or 2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.
|
•
|
No gain or loss would be recognized by the Company as a result of the share consolidation.
|
•
|
A U.S. Holder would not recognize gain or loss upon the receipt of Common Stock in the share consolidation.
|
•
|
A U.S. Holder's aggregate tax basis in the post-share consolidation Common Stock received in the share consolidation would be equal to the aggregate tax basis of the pre-consolidation shares of Common Stock exchanged therefor.
|
•
|
A U.S. Holder's holding period of the post-share consolidation shares of Common Stock received in the share consolidation would include such stockholder's holding period of the pre-share consolidation shares exchanged therefor.
|
(1) |
the Company's Stock Option Plan be amended to increase the number of options for Shares of the Company authorized to be issued under the Stock Option Plan to 46,000,000 from 43,000,000; and
|
(2) |
any one director or officer of the Company be authorized for and on behalf of the Company to execute and deliver such documents and instruments and to take all such other actions as such director or officer may determine necessary or desirable to implement the foregoing resolutions and the matters authorized herein, such determination to be conclusively evidenced by the execution and delivery of such documents and instruments or the taking of such actions.
|
· |
Goodman & Company, Investment Counsel Inc., which holds 89,231,000 common shares of the Company representing approximately 19.4% of the issued and outstanding common shares.
|
· |
Audit Committee:
|
· |
Disclosure Committee:
|
· |
Nomination Committee:
|
· |
Compensation Committee:
|
Name
|
Name of Reporting Issuer
|
Exchange
|
Position
|
Craig Scherba
|
Honey Badger Exploration Inc.
|
TSX-V
|
Director
|
John Sanderson
|
MacDonald Mines Exploration Ltd
Honey Badger Exploration Inc.
|
TSX-V
TSX-V
|
Chairman of the Board
Chairman of the Board
|
Quentin Yarie
|
MacDonald Mines Exploration Ltd
Red Pine Exploration Inc.
|
TSX-V
TSX-V
|
Director
Director
|
1. |
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
|
2. |
Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
3. |
Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
|
a. |
Acting as a futures commission merchant, introducing broker, commodity trading advisor,commodity pool operator, floor broker, leverage transaction merchant, any other person regulatedby theCommodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
|
b. |
Engaging in any type of business practice; or
|
c. |
Engaging in any activity in connection with the purchase or sale of any security or commodity orin connection with any violation of Federal or State securities laws or Federal commodities laws;
|
4. |
Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
|
5. |
Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
|
6. |
Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
|
7. |
Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
|
a. |
Any Federal or State securities or commodities law or regulation; or
|
b. |
Any law or regulation respecting financial institutions or insurance companies including, but notlimited to, a temporary or permanent injunction, order of disgorgement or restitution, civil moneypenalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
|
c. |
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any businessentity; or
|
8. |
Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
Name and
Principal Position
|
Fiscal
Year
|
Salary
&
Consulting
Fees
($) (1) |
Bonus
($)
|
Option Awards
($) (2) |
Stock
Awards
($)
|
Non-
Equity Incentive Plans
($)
|
Change in
Pension Value
&
Non-Qualified Deferred Compensation
($)
|
Other
Compensation
&
Severance
($) |
Total
($)
|
Craig Scherba
CEO, President and Director (A) |
2016
|
88,015
|
0
|
37,049
|
0
|
0
|
0
|
0
|
125,064
|
2015
|
57,300
|
0
|
45,613
|
0
|
0
|
0
|
0
|
102,913
|
|
2014
|
167,305
|
0
|
61,566
|
0
|
0
|
0
|
0
|
228,871
|
|
Marc Johnson
CFO (B)
|
2016
|
51,784
|
0
|
29,249
|
0
|
0
|
0
|
0
|
81,033
|
Robin Borley, SVP and Director (C)
|
2016
|
204,800
|
0
|
29,249
|
0
|
0
|
0
|
0
|
234,049
|
2015
|
187,200
|
0
|
17,430
|
0
|
0
|
0
|
0
|
204,630
|
|
2014
|
116,900
|
0
|
26,820
|
0
|
0
|
0
|
0
|
143,720
|
|
Brent Nykoliation, SVP (D)
|
2016
|
129,027
|
0
|
29,249
|
0
|
0
|
0
|
0
|
158,276
|
2015
|
115,726
|
0
|
57,941
|
0
|
0
|
0
|
0
|
173,667
|
|
2014
|
210,259
|
0
|
61,825
|
0
|
0
|
0
|
0
|
272,084
|
|
Richard E. Schler, Former CEO and Director (E)
|
2016
|
36,714
|
0
|
0
|
0
|
0
|
0
|
89,531
|
126,245
|
2015
|
149,123
|
0
|
120,866
|
0
|
0
|
0
|
0
|
269,989
|
|
2014
|
218,955
|
0
|
84,174
|
0
|
0
|
0
|
0
|
303,129
|
|
Peter Liabotis, Former CFO (F)
|
2016
|
26,609
|
0
|
0
|
0
|
0
|
0
|
35,516
|
62,125
|
2015
|
103,327
|
0
|
44,617
|
0
|
0
|
0
|
0
|
147,944
|
|
2014
|
210,055
|
0
|
58,755
|
0
|
0
|
0
|
0
|
268,810
|
(A) |
On July 30, 2015, Mr. Scherba became the Chief Executive Officer, replacing Mr. Schler. The Company does not have an employment agreement with Mr. Scherba. Mr. Scherba receives a salary of CAD$10,275 per month.
|
(B) |
On October 23, 2015, Mr. Johnson became the Chief Financial Officer, replacing Mr. Liabotis. The Company has a management company agreement with Mr. Johnson, who receives consulting fees of CAD$8,000 per month. His contract is for an indefinite term with a 3-month termination notice, which is subject to certain change of control provisions. See "Change of Control"
|
(C) |
The Company does not have an employment agreement with Mr. Borley. Mr. Borley receives consulting fees of USD $16,400 per month.
|
(D) |
The Company does not have an employment agreement with Mr. Nykoliation. Mr. Nykoliation receives a salary of CAD$13,700 per month.
|
(E) |
Mr. Schler resigned as Chief Executive Officer in July 2015 and received a severance.
|
(F) |
Mr. Liabotis was replaced as Chief Financial Officer in October 2015 and awarded a severance.
|
(1) |
These amounts include salary and/or consulting fees paid during the year. No bonuses have been paid.
|
(2) |
These values represent the calculated Black-Scholes theoretical value of granted options. It is important to note that these granted options may or may not ever be exercised. Whether granted options are exercised or not will be based primarily, but not singularly, on the Company's future stock price and whether the granted options become "in-the-money". If these granted options are unexercised and expire, the cash value or benefit to the above noted individuals is $nil.
|
Name and Principal Position
|
Number of Securities
Underlying
Unexercised Options
Exercisable
(#)
|
Number of
Securities
Underlying
Unexercised
Options Un
Exercisable
(#)
|
Equity Incentive Plan
Awards:
Number of Securities
Underlying
Unexercised
Unearned Options
(#)
|
Option
Exercise
Price
($)
|
Value
Realized
if
Exercised
($)
(1)
|
Option Expiration
Date
|
Craig Scherba
CEO, President and Director |
350,000
|
0
|
0
|
0.30
|
0
|
July 1, 2016
|
200,000
|
0
|
0
|
0.20
|
0
|
October 24, 2016
|
|
200,000
|
0
|
0
|
0.21
|
0
|
December 1, 2016
|
|
400,000
|
0
|
0
|
0.28
|
0
|
March 4, 2017
|
|
750,000
|
0
|
0
|
0.21
|
0
|
February 27, 2018
|
|
180,000
|
0
|
0
|
0.11
|
0
|
July 9, 2018
|
|
500,000
|
0
|
0
|
0.18
|
0
|
January 10, 2019
|
|
250,000
|
0
|
0
|
0.15
|
0
|
July 3, 2019
|
|
470,000
|
0
|
0
|
0.20
|
0
|
February 26, 2020
|
|
950,000
|
0
|
0
|
0.06
|
0
|
December 22, 2020
|
|
Marc Johnson
CFO
|
750,000
|
0
|
0
|
0.06
|
0
|
December 22, 2020
|
Robin Borley, SVP and Directo
|
125,000
|
0
|
0
|
0.28
|
0
|
March 4, 2017
|
75,000
|
0
|
0
|
0.21
|
0
|
February 27, 2018
|
|
300,000
|
0
|
0
|
0.18
|
0
|
January 10, 2019
|
|
350,000
|
0
|
0
|
0.20
|
0
|
February 26, 2020
|
|
750,000
|
0
|
0
|
0.06
|
0
|
December 22, 2020
|
|
Brent Nykoliation, SVP
|
450,000
|
0
|
0
|
0.30
|
0
|
July 1, 2016
|
200,000
|
0
|
0
|
0.20
|
0
|
October 24, 2016
|
|
200,000
|
0
|
0
|
0.21
|
0
|
December 1, 2016
|
|
350,000
|
0
|
0
|
0.28
|
0
|
March 4, 2017
|
|
700,000
|
0
|
0
|
0.21
|
0
|
February 27, 2018
|
|
175,000
|
0
|
0
|
0.11
|
0
|
July 9, 2018
|
|
75,000
|
0
|
0
|
0.15
|
0
|
July 19, 2018
|
|
400,000
|
0
|
0
|
0.18
|
0
|
January 10, 2019
|
|
400,000
|
0
|
0
|
0.15
|
0
|
July 3, 2019
|
|
450,000
|
0
|
0
|
0.20
|
0
|
February 26, 2020
|
|
750,000
|
0
|
0
|
0.06
|
0
|
December 22, 2020
|
|
Richard E. Schler, Former CEO and Director
|
600,000
|
0
|
0
|
0.30
|
0
|
July 1, 2016
|
675,000
|
0
|
0
|
0.29
|
0
|
July 13, 2016
|
|
225,000
|
0
|
0
|
0.20
|
0
|
October 24, 2016
|
|
200,000
|
0
|
0
|
0.21
|
0
|
December 1, 2016
|
|
1,340,000
|
0
|
0
|
0.28
|
0
|
March 4, 2017
|
|
650,000
|
0
|
0
|
0.21
|
0
|
February 27, 2018
|
|
170,000
|
0
|
0
|
0.11
|
0
|
July 9, 2018
|
|
200,000
|
0
|
0
|
0.15
|
0
|
July 19, 2018
|
|
475,000
|
0
|
0
|
0.18
|
0
|
January 10, 2019
|
|
1,100,000
|
0
|
0
|
0.15
|
0
|
July 3, 2019
|
|
465,000
|
0
|
0
|
0.20
|
0
|
February 26, 2020
|
|
Peter Liabotis, Former CFO
|
350,000
|
0
|
0
|
0.30
|
0
|
July 1, 2016
|
200,000
|
0
|
0
|
0.20
|
0
|
October 24, 2016
|
|
200,000
|
0
|
0
|
0.21
|
0
|
December 1, 2016
|
|
350,000
|
0
|
0
|
0.28
|
0
|
March 4, 2017
|
|
550,000
|
0
|
0
|
0.21
|
0
|
February 27, 2018
|
|
150,000
|
0
|
0
|
0.11
|
0
|
July 9, 2018
|
|
500,000
|
0
|
0
|
0.18
|
0
|
January 10, 2019
|
|
250,000
|
0
|
0
|
0.15
|
0
|
July 3, 2019
|
|
450,000
|
0
|
0
|
0.20
|
0
|
February 26, 2020
|
(1) |
Based on a closing price of $0.05 (CAD$0.065) on June 30, 2016 and presuming all options are exercised.
|
· |
If the Company terminates the CFO without cause and such termination occurs either prior to 3 months before or after 12 months following a Change of Control, effective no later than 30 days following the termination date, then he will be entitled to receive a lump sum payment of severance equal to 12 months of his Compensation Fees.
|
Name and Principal Position
|
Salary
&
Consulting
Fees
($) (1) |
Bonus
($)
|
Option Awards
($) (2) |
Stock
Awards
($)
|
Non-
Equity
Incentive
Plans
($)
|
Change in
Pension Value
&
Non-Qualified
Deferred
Compensation
($)
|
Other
Compensation
&
Severance
($) |
Total
($)
|
John Sanderson,
Chairman (A)
|
0
|
0
|
33,149
|
0
|
0
|
0
|
0
|
33,149
|
V. Peter Harder,
Former Chairman (B)
|
0
|
0
|
33,149
|
0
|
0
|
0
|
0
|
33,149
|
Quentin Yarie,
Director (C)
|
20,033
|
0
|
29,249
|
0
|
0
|
0
|
0
|
49,282
|
Albert A. Thiess, Jr.,
Director
|
0
|
0
|
29,249
|
0
|
0
|
0
|
0
|
29,249
|
Dean Comand,
Director
|
0
|
0
|
29,249
|
0
|
0
|
0
|
0
|
29,249
|
Dalton Larson,
Director
|
0
|
0
|
29,249
|
0
|
0
|
0
|
0
|
29,249
|
(A) |
Mr. Sanderson served as vice-chairman until his appointment as Chairman of the Board on March 23, 2016 upon the resignation of Mr. Harder.
|
(B) |
Mr. Harder resigned as Chairman and Director on March 23, 2016.
|
(C) |
Mr. Yarie received salary and consulting fees for his services as an employee of the Company and not for his service as a director.
|
(1) |
These amounts include salary and/or consulting fees paid during the year. No bonuses have been paid.
|
(2) |
These values represent the calculated Black-Scholes theoretical value of granted options. It is important to note that these granted options may or may not ever be exercised. Whether granted options are exercised or not will be based primarily, but not singularly, on the Company's future stock price and whether the granted options become "in-the-money". If these granted options are unexercised and expire, the cash value or benefit to the above noted individuals is $nil.
|
Name and Principal Position
|
Number of Securities
Underlying
Unexercised Options
Exercisable
(#)
|
Number of
Securities
Underlying
Unexercised
Options Un
Exercisable
(#)
|
Equity Incentive Plan
Awards:
Number of Securities
Underlying
Unexercised
Unearned Options
(#)
|
Option
Exercise
Price
($)
|
Value
Realized
if
Exercised
($)
(1)
|
Option Expiration
Date
|
John Sanderson,
Chairman
|
125,000
|
0
|
0
|
0.30
|
0
|
July 1, 2016
|
50,000
|
0
|
0
|
0.20
|
0
|
October 24, 2016
|
|
50,000
|
0
|
0
|
0.21
|
0
|
December 1, 2016
|
|
100,000
|
0
|
0
|
0.28
|
0
|
March 4, 2017
|
|
100,000
|
0
|
0
|
0.21
|
0
|
February 27, 2018
|
|
25,000
|
0
|
0
|
0.11
|
0
|
July 9, 2018
|
|
50,000
|
0
|
0
|
0.15
|
0
|
July 19, 2018
|
|
400,000
|
0
|
0
|
0.18
|
0
|
January 10, 2019
|
|
200,000
|
0
|
0
|
0.15
|
0
|
July 3, 2019
|
|
350,000
|
0
|
0
|
0.20
|
0
|
February 26, 2020
|
|
850,000
|
0
|
0
|
0.06
|
0
|
December 22, 2020
|
|
V. Peter Harder,
Former Chairman (2)
|
225,000
|
0
|
0
|
0.30
|
0
|
July 1, 2016
|
25,000
|
0
|
0
|
0.20
|
0
|
October 24, 2016
|
|
75,000
|
0
|
0
|
0.21
|
0
|
December 1, 2016
|
|
100,000
|
0
|
0
|
0.28
|
0
|
March 4, 2017
|
|
275,000
|
0
|
0
|
0.21
|
0
|
February 27, 2018
|
|
25,000
|
0
|
0
|
0.11
|
0
|
July 9, 2018
|
|
250,000
|
0
|
0
|
0.15
|
0
|
October 9, 2018
|
|
250,000
|
0
|
0
|
0.18
|
0
|
January 10, 2019
|
|
250,000
|
0
|
0
|
0.15
|
0
|
July 3, 2019
|
|
300,000
|
0
|
0
|
0.20
|
0
|
February 26, 2020
|
|
850,000
|
0
|
0
|
0.06
|
0
|
December 22, 2020
|
|
Quentin Yarie,
Director
|
300,000
|
0
|
0
|
0.30
|
0
|
July 1, 2016
|
50,000
|
0
|
0
|
0.20
|
0
|
October 24, 2016
|
|
150,000
|
0
|
0
|
0.21
|
0
|
December 1, 2016
|
|
300,000
|
0
|
0
|
0.28
|
0
|
March 4, 2017
|
|
300,000
|
0
|
0
|
0.21
|
0
|
February 27, 2018
|
|
100,000
|
0
|
0
|
0.11
|
0
|
July 9, 2018
|
|
50,000
|
0
|
0
|
0.15
|
0
|
July 19, 2018
|
|
425,000
|
0
|
0
|
0.18
|
0
|
January 10, 2019
|
|
250,000
|
0
|
0
|
0.15
|
0
|
July 3, 2019
|
|
350,000
|
0
|
0
|
0.20
|
0
|
February 26, 2020
|
|
750,000
|
0
|
0
|
0.06
|
0
|
December 22, 2020
|
|
Albert A. Thiess, Jr.,
Director
|
180,000
|
0
|
0
|
0.23
|
0
|
May 23, 2017
|
100,000
|
0
|
0
|
0.21
|
0
|
February 27, 2018
|
|
25,000
|
0
|
0
|
0.11
|
0
|
July 9, 2018
|
|
125,000
|
0
|
0
|
0.18
|
0
|
January 10, 2019
|
|
195,000
|
0
|
0
|
0.20
|
0
|
February 26, 2020
|
|
750,000
|
0
|
0
|
0.06
|
0
|
December 22, 2020
|
|
Dean Comand,
Director
|
400,000
|
0
|
0
|
0.20
|
0
|
February 26, 2020
|
750,000
|
0
|
0
|
0.06
|
0
|
December 22, 2020
|
|
Dalton Larson,
Director
|
200,000
|
0
|
0
|
0.20
|
0
|
February 26, 2020
|
750,000
|
0
|
0
|
0.06
|
0
|
December 22, 2020
|
|
(1) |
Based on a closing price of $0.09 on June 30, 2015 and presuming all options are exercised.
|
(2) |
Mr. Harder resigned as Chairman and Director on March 23, 2016.
|
Plan Category
|
Number of securities to
be issued upon exercise
of outstanding options,
and warrants
(#)
|
Weighted-average exercise price of outstanding options
and warrants
($)
|
Number of securities remaining
available for future under equity
compensation plans (excluding
securities reflected in column (a)
(#)
|
Equity compensation plans approved by security holders
|
41,965,000
|
$0.18
|
1,035,000
|
Equity compensation plans not approved by security holders
|
--
|
--
|
--
|
Group
|
Number of Securities
Underlying
Unexercised Options
Exercisable
(#)
|
Option Grant
Date
|
Additional
Consideration to be
Received Upon Exercise or Material Conditions required to Exercise
|
Option
Exercise
Price
($)
|
Option Expiration
Date
|
Current
Named Executive Officers (NEO)
as of
June 30, 2016
|
800,000
|
July 1, 2011
|
None
|
0.30
|
July 1, 2016
|
0
|
July 13, 2012
|
None
|
0.29
|
July 13, 2016
|
|
400,000
|
October 24, 2011
|
None
|
0.20
|
October 24, 2016
|
|
400,000
|
December 1, 2011
|
None
|
0.21
|
December 1, 2016
|
|
875,000
|
March 7, 2012
|
None
|
0.28
|
March 4, 2017
|
|
0
|
May 23, 2012
|
None
|
0.23
|
May 23, 2017
|
|
1,525,000
|
February 27, 2013
|
None
|
0.21
|
February 27, 2018
|
|
355,000
|
July 9, 2013
|
None
|
0.11
|
July 9, 2018
|
|
75,000
|
July 19, 2013
|
None
|
0.15
|
July 19, 2018
|
|
0
|
October 9, 2013
|
None
|
0.13
|
October 9, 2018
|
|
1,200,000
|
January 10, 2014
|
None
|
0.18
|
January 10, 2019
|
|
650,000
|
July 3, 2014
|
None
|
0.15
|
July 3, 2019
|
|
1,270,000
|
February 26, 2015
|
None
|
0.20
|
February 26, 2020
|
|
3,200,000
|
December 22, 2015
|
None
|
0.06
|
December 22, 2020
|
|
Total
|
10,750,000
|
||||
Current
Directors
as of
June 30, 2016
|
775,000
|
July 1, 2011
|
None
|
0.30
|
July 1, 2016
|
0
|
July 13, 2012
|
None
|
0.29
|
July 13, 2016
|
|
300,000
|
October 24, 2011
|
None
|
0.20
|
October 24, 2016
|
|
400,000
|
December 1, 2011
|
None
|
0.21
|
December 1, 2016
|
|
925,000
|
March 7, 2012
|
None
|
0.28
|
March 4, 2017
|
|
180,000
|
May 23, 2012
|
None
|
0.23
|
May 23, 2017
|
|
1,325,000
|
February 27, 2013
|
None
|
0.21
|
February 27, 2018
|
|
330,000
|
July 9, 2013
|
None
|
0.11
|
July 9, 2018
|
|
100,000
|
July 19, 2013
|
None
|
0.15
|
July 19, 2018
|
|
0
|
October 9, 2013
|
None
|
0.13
|
October 9, 2018
|
|
1,750,000
|
January 10, 2014
|
None
|
0.18
|
January 10, 2019
|
|
700,000
|
July 3, 2014
|
None
|
0.15
|
July 3, 2019
|
|
2,315,000
|
February 26, 2015
|
None
|
0.20
|
February 26, 2020
|
|
5,550,000
|
December 22, 2015
|
None
|
0.06
|
December 22, 2020
|
|
Total
|
14,650,000
|
||||
Current
Directors
that are not
Named Executive Officers (NEO)
as of
June 30, 2016
|
425,000
|
July 1, 2011
|
None
|
0.30
|
July 1, 2016
|
0
|
July 13, 2012
|
None
|
0.29
|
July 13, 2016
|
|
100,000
|
October 24, 2011
|
None
|
0.20
|
October 24, 2016
|
|
200,000
|
December 1, 2011
|
None
|
0.21
|
December 1, 2016
|
|
400,000
|
March 7, 2012
|
None
|
0.28
|
March 4, 2017
|
|
180,000
|
May 23, 2012
|
None
|
0.23
|
May 23, 2017
|
|
500,000
|
February 27, 2013
|
None
|
0.21
|
February 27, 2018
|
|
150,000
|
July 9, 2013
|
None
|
0.11
|
July 9, 2018
|
|
100,000
|
July 19, 2013
|
None
|
0.15
|
July 19, 2018
|
|
0
|
October 9, 2013
|
None
|
0.13
|
October 9, 2018
|
|
950,000
|
January 10, 2014
|
None
|
0.18
|
January 10, 2019
|
|
450,000
|
July 3, 2014
|
None
|
0.15
|
July 3, 2019
|
|
1,495,000
|
February 26, 2015
|
None
|
0.20
|
February 26, 2020
|
|
3,850,000
|
December 22, 2015
|
None
|
0.06
|
December 22, 2020
|
|
Total
|
8,800,000
|
||||
Group
|
Number of Securities
Underlying
Unexercised Options
Exercisable
(#)
|
Option Grant
Date
|
Additional
Consideration to be
Received Upon Exercise
or Material Conditions
required to Exercise
|
Option
Exercise
Price
($)
|
Option Expiration
Date
|
Current
Employees
that are not
Named Executive Officers (NEO)
as of
June 30, 2016
|
150,000
|
July 1, 2011
|
None
|
0.30
|
July 1, 2016
|
0
|
July 13, 2012
|
None
|
0.29
|
July 13, 2016
|
|
40,000
|
October 24, 2011
|
None
|
0.20
|
October 24, 2016
|
|
15,000
|
December 1, 2011
|
None
|
0.21
|
December 1, 2016
|
|
190,000
|
March 7, 2012
|
None
|
0.28
|
March 4, 2017
|
|
0
|
May 23, 2012
|
None
|
0.23
|
May 23, 2017
|
|
200,000
|
February 27, 2013
|
None
|
0.21
|
February 27, 2018
|
|
5,000
|
July 9, 2013
|
None
|
0.11
|
July 9, 2018
|
|
75,000
|
July 19, 2013
|
None
|
0.15
|
July 19, 2018
|
|
0
|
October 9, 2013
|
None
|
0.13
|
October 9, 2018
|
|
350,000
|
January 10, 2014
|
None
|
0.18
|
January 10, 2019
|
|
375,000
|
July 3, 2014
|
None
|
0.15
|
July 3, 2019
|
|
150,000
|
February 26, 2015
|
None
|
0.20
|
February 26, 2020
|
|
0
|
December 22, 2015
|
None
|
0.06
|
December 22, 2020
|
|
Total
|
1,550,000
|
||||
All Outstanding Options
as of
June 30, 2016
|
3,300,000
|
July 1, 2011
|
None
|
0.30
|
July 1, 2016
|
1,650,000
|
July 13, 2012
|
None
|
0.29
|
July 13, 2016
|
|
1,640,000
|
October 24, 2011
|
None
|
0.20
|
October 24, 2016
|
|
1,785,000
|
December 1, 2011
|
None
|
0.21
|
December 1, 2016
|
|
4,900,000
|
March 7, 2012
|
None
|
0.28
|
March 4, 2017
|
|
180,000
|
May 23, 2012
|
None
|
0.23
|
May 23, 2017
|
|
4,900,000
|
February 27, 2013
|
None
|
0.21
|
February 27, 2018
|
|
1,080,000
|
July 9, 2013
|
None
|
0.11
|
July 9, 2018
|
|
675,000
|
July 19, 2013
|
None
|
0.15
|
July 19, 2018
|
|
250,000
|
October 9, 2013
|
None
|
0.13
|
October 9, 2018
|
|
4,400,000
|
January 10, 2014
|
None
|
0.18
|
January 10, 2019
|
|
4,275,000
|
July 3, 2014
|
None
|
0.15
|
July 3, 2019
|
|
4,430,000
|
February 26, 2015
|
None
|
0.20
|
February 26, 2020
|
|
8,500,000
|
December 22, 2015
|
None
|
0.06
|
December 22, 2020
|
|
Total
|
41,965,000
|
||||
· |
There are no associates of any such directors, executive officers, or nominees to that have or are to receive options or any other person who received or is to receive 5 percent of such options, warrants or rights.
|
· |
All of the stock options in the above noted table are convertible into common stock.
|
· |
The exercise price of all of the stock options noted above were based on the most recent closing price prior to the granting of the stock options.
|
· |
There are no cashless or other provisions aside from the right for the holder of the stock option to exercise.
|
Name, Principal Position and Address
|
Common
Shares
Owned
(#)
|
Common
Share
Purchase
Warrants
(#)
|
Common Share
Purchase
Options
(#)
|
Number of
Common Shares
Beneficially
Owned
(#)
|
Percentage of
Common Shares
Beneficially
Owned*
(%)
|
Goodman & Company, Investment Counsel Inc.,
(4)
2100-1 Adelaide Street East, Ontario, Canada
|
89,231,000
|
0
|
0
|
89,231,000
|
15.9%
|
VR Capital Group Ltd.,
(5)
Dubai International Financial Centre, Gate Village 4, Suite 402, Dubai, UAE
|
40,509,520
|
1,667,000
(1)
|
0
|
42,176,520
|
7.5%
|
JP Morgan & Co.,
(6)
270 Park Avenue, New York, NY 10017
|
25,178,410
|
0
|
0
|
25,178,410
|
4.5%
|
Craig Scherba,
CEO, President & Director
1480 Willowdown Road, Oakville, ON, Canada
|
0
|
0
|
3,700,000
|
3,700,000
|
0.7%
|
Marc Johnson,
CFO
59 East Liberty Street, Toronto, ON, Canada
|
0
|
0
|
750,000
|
750,000
|
0.1%
|
Brent Nykoliation,
SVP Corporate Development
161 Fallingbrook Road, Toronto, ON, Canada
|
0
|
0
|
3,500,000
|
3,500,000
|
0.6%
|
John Sanderson,
Chairman of the Board & Director
1721-27
th
Street, West Vancouver, BC, Canada
|
250,000
|
0
|
2,125,000
|
2,375,000
|
0.4%
|
Robin Borley,
SVP Mine Development & Director
Waterfall Country Estate, Gauteng, South Africa
|
2,787,857
|
2,787,857
(2)
|
1,600,000
|
7,175,714
|
1.3%
|
Quentin Yarie,
Director
196 McAllister Road, North York, ON, Canada
|
375,000
|
0
|
2,675,000
|
3,050,000
|
0.5%
|
Albert A. Thiess, Jr.,
Director
8 Lawson's Pond Court, Bluffton, SC, USA
|
70,000
|
0
|
1,375,000
|
1,445,000
|
0.3%
|
Dean Comand,
Director
131 Garden Avenue, Ancaster, ON, Canada
|
0
|
0
|
1,150,000
|
1,150,000
|
0.2%
|
Dalton Larson,
Director
3629 Canterbury Drive, Surrey, BC, Canada
|
1,300,000
|
100,000
(3)
|
950,000
|
2,350,000
|
0.4%
|
All Directors and
Named Executive Officers as a group
|
4,782,857
|
2,887,857
|
17,825,000
|
25,495,714
|
4.6%
|
(1) |
These warrants expire May 4, 2018 and have an exercise price of $0.14.
|
(2) |
These warrants expire April 11, 2018 and have an exercise price of $0.11.
|
(3) |
These warrants expire January 31, 2017 and have an exercise price of $0.18.
|
(4) |
The information for security ownership of this beneficial owner is based on a Schedule 13G filed by Goodman & Company on August 26, 2016. The control person is Brett Whalen, Vice President and Portfolio Manager.
|
(5) |
The information for security ownership of this beneficial owner is based on a Schedule 13G filed on December 30, 2105.
|
(6) |
The information for security ownership of this beneficial owner is based on a Schedule 13G/A filed on January 15, 2016. The control person is Neil Gregson, Portfolio Manager, Natural Resources Fund, J.P. Morgan Asset Management.
|
· |
Audit Fees:
The aggregate fees, including expenses, billed by the Company's auditor in connection with the audit of our financial statements for the most recent fiscal year and for the review of our financial information included in our Annual Report on Form 10-K and our quarterly reports on Form 10-Q during the fiscal year ending June 30, 2016 was CAD$81,855 (June 30, 2015: CAD$40,000).
|
· |
Audit-Related Fees:
The aggregate fees, including expenses, billed by the Company's auditor for services reasonably related to the audit for the year ended June 30, 2016 were $nil (June 30, 2015: CAD$8,230).
|
· |
Tax Fees:
The aggregate fees, including expenses, billed for tax services rendered to the Company by its auditor during year ended June 30, 2016 was CAD$22,898 (June 30, 2015: $nil).
|
· |
Other Fees:
The aggregate fees, including expenses, billed for other services rendered to the Company by its auditor during year ended June 30, 2016 was CAD$nil (June 30, 2015: $nil).
|
· |
For director nominations, not less than thirty (30) nor more than sixty-five (65) days prior to the date of the annual and special meeting of stockholders; provided, however, that in the event that the annual and special meeting of stockholders is called for a date that is less than fifty (50) days after the date (the "Notice Date") on which the first public announcement of the date of the annual and special meeting was made, notice by the Nominating Stockholder may be made not later than the close of business on the tenth (10th) day following the Notice Date.
|
· |
For other business, no later than July 17, 2017.
|
1. |
Purpose.
|
a) |
"Board" shall mean the Board of Directors of the Company.
|
b) |
"Cause" shall mean any of the following:
|
i. |
a determination by the Company that there has been a willful, reckless or grossly negligent failure by the Optionee to perform their duties as an employee or consultant of the Company;
|
ii. |
a determination by the Company that there has been a willful breach by the Optionee of any of the material terms or provisions of any employment or consulting agreement between such Optionee and the Company;
|
iii. |
any conduct by the Optionee that either results in their conviction of a felony under the laws of the United States of America or any state thereof, or of an equivalent crime under the laws of any other jurisdiction;
|
iv. |
a determination by the Company that the Optionee has committed an act or acts involving fraud, embezzlement, misappropriation, theft, breach of fiduciary duty or material dishonesty against the Company, its properties or personnel;
|
v. |
any act by the Optionee that the Company determines to be in willful or wanton disregard of the Company's best interests, or which results, or is intended to result, directly or indirectly, in improper gain or personal enrichment of the Optionee at the expense of the Company;
|
vi. |
a determination by the Company that there has been a willful, reckless or grossly negligent failure by the Optionee to comply with any rules, regulations, policies or procedures of the Company, or that the Optionee has engaged in any act, behavior or conduct demonstrating a deliberate and material violation or disregard of standards of behavior that the Company has a right to expect of its employees; or
|
vii. |
if the Optionee, while employed by the Company and for two years thereafter, violates a confidentiality and/or noncompeting agreement with the Company, or fails to safeguard, divulges, communicates, uses to the detriment of the Company or for the benefit of any person or persons, or misuses in any way, any Confidential Information, provided however, that, if the Optionee has entered into a written employment agreement with the Company which remains effective and which expressly provides for a termination of such Optionee's employment for "cause," the term "Cause" as used herein shall have the meaning as set forth in the Optionee's employment agreement in lieu of the definition of "Cause" set forth in this Section 2(b).
|
c) |
"Change of Control" shall mean the acquisition by any person or group (as that term is defined in the Exchange Act, and the rules promulgated pursuant to that act) in a single transaction or a series of transactions of thirty percent (30%) or more in voting power of the outstanding stock of the Company and a change of the composition of the Board of Directors so that, within two years after the acquisition took place, a majority of the members of the Board of Directors of the Company, or of any corporation with which the Company may be consolidated or merged, are persons who were not Directors or Officers of the Company or one of its Subsidiaries immediately prior to the acquisition, or to the first of a series of transactions which resulted in the acquisition of thirty percent (30%) or more in voting power of the outstanding stock of the Company.
|
d) |
"Code" shall mean the Internal Revenue Code of 1986, as amended.
|
e) |
"Committee" shall mean the stock option committee appointed by the Board or, if not appointed, the Board.
|
f) |
"Common Stock" shall mean the Company's Common Stock, par value $0.001 per share.
|
g) |
"Consultant" means any person or corporation engaged to provide ongoing management or consulting services for the Company or any employee of such person or corporation, other than a Director, Officer or an Employee.
|
h) |
"Director" shall mean a member of the Board of Directors of the Company.
|
i) |
"Eligible Participants" shall mean any Officers, Directors, Consultants, Employees, Management Company Employees and independent contractors providing services to the Company. Any person who files with the Committee, in a form satisfactory to the Committee, a written waiver of eligibility to receive any Option under this Plan shall not be eligible to receive any Option under this Plan for the duration of such waiver.
|
j) |
"Employee" shall mean any person regularly employed by the Company or any parent or Subsidiary of the Company within the meaning of Section 3401(c) of the regulations promulgated thereunder
|
k) |
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
|
l) |
"Fair Market Value" of a Share on any date of reference shall be the Closing Price of a share of Common Stock on the business day immediately preceding such date, unless the Committee in its sole discretion shall determine otherwise in a fair and uniform manner. For this purpose, the "Closing Price" of the Common Stock on any business day shall be (i) if the Common Stock is listed or admitted for trading on any United States national securities exchange, or if actual transactions are otherwise reported on a consolidated transaction reporting system, the last reported sale price of the Common Stock on such exchange or reporting system, as reported in any newspaper of general circulation, (ii) if the common stock is listed for trading on the TSX, the "market price" of the common stock on such exchange, (iii) if the Common Stock is quoted on The Nasdaq Stock Market ("Nasdaq"), or any similar system of automated dissemination of quotations of securities prices in common use, the mean between the closing high bid and low asked quotations for such day of the Common Stock on such system, or (iv) if neither clause (i), (ii) nor (iii) is applicable, the mean between the high bid and low asked quotations for the Common Stock as reported by the National Quotation Bureau Incorporated if at least two securities dealers have inserted both bid and asked quotations for the Common Stock on at least five of the 10 preceding days. If the information set forth in clauses (i) through (iii) above is unavailable or inapplicable to the Company (e.g., if the Company's Common Stock is not then publicly traded or quoted), then the "Fair Market Value" of a Share shall be the fair market value (i.e., the price at which a willing seller would sell a Share to a willing buyer when neither is acting under compulsion and when both have reasonable knowledge of all relevant facts) of a share of the Common Stock on the business day immediately preceding such date as the Committee in its sole and absolute discretion shall determine in a fair and uniform manner.
|
m) |
"Incentive Stock Option" shall mean an incentive stock option as defined in Section 422 of the Code.
|
n) |
"Insider" means (i) a director or senior officer of the Company, (ii) a director or senior officer of a company that is an Insider or subsidiary of the Company, (iii) a person that beneficially owns or controls, directly, or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the Company, or the Company itself if it holds any of its own securities.
|
o) |
"Management Company" shall mean the management company owned by a Director or Officer that is contracted to provide management services to the Company, which services are required for the ongoing successful operations of the business enterprise of the Company.
|
p) |
"Management Company Employee" means an individual employed by a management company.
|
q) |
"Non-Statutory Stock Option" or "Non-qualified Stock Option" shall mean an Option, which is not an Incentive Stock Option.
|
r) |
"Officer" shall mean the Company's chairman, president (or the Chief Executive Officer), principal financial officer (or the Chief Financial Officer), principal accounting officer (or the controller), any vice-president of the Company in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Officers of Subsidiaries shall be deemed Officers of the Company if they perform such policy-making functions for the Company. As used in this paragraph, the phrase "policy-making function" does not include policy-making functions that are not significant. Unless specified otherwise in a resolution by the Board, an "executive officer" pursuant to Item 401(b) of Regulation S-K (17 C.F.R. § 229.401(b)) shall be only such person designated as an "Officer" pursuant to the foregoing provisions of this paragraph.
|
s) |
"Option" (when capitalized) shall mean any stock option granted under this Plan.
|
t) |
"Optioned Shares" mean the Shares, which may be acquired on exercise of an Option.
|
u) |
"Optionee" shall mean a person to whom an Option is granted under this Plan or any person who succeeds to the rights of such person under this Plan by reason of the death of such person.
|
v) |
"Plan" shall mean this Stock Option Plan of Energizer Resources Inc., which may be further amended or restated from time to time.
|
w) |
"Share" or "Shares" shall mean a share or shares, as the case may be, of the Common Stock, as adjusted in accordance with Section 10 of this Plan.
|
x) |
"Subsidiary" shall mean any corporation (other than the Company) in any unbroken chain of corporations beginning with the Company if, at the time of the granting of the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
|
y) |
"TSX" means the Toronto Stock Exchange or any successor thereto.
|
z) |
"TSX Manual" means the Toronto Stock Exchange Company Manual.
|
aa) |
"U.S. Optionee" means an Optionee who is a citizen of the United States or a resident of the United States, in each case as defined in section 7701(a)(30) and section 7701(b)(1) of the Code.
|
3. |
Shares and Options.
|
a) |
If any Option granted under this Plan shall terminate, expire, or be canceled, forfeited or surrendered as to any Shares, the Shares relating to such lapsed Option shall be available for issuance pursuant to new Options subsequently granted under this Plan. Upon the grant of any Option hereunder, the authorized and unissued Shares to which such Option relates shall be reserved for issuance to permit exercise under this Plan.
|
b) |
Subject to the provisions of Section 15 hereof, an Option granted hereunder shall be either an Incentive Stock Option or a Non-Statutory Stock Option as determined by the Committee at the time of grant of such Option and shall clearly state whether it is an Incentive Stock Option or Non-Statutory Stock Option.
|
c) |
No Incentive Stock Option shall be granted more than 10 years after the earlier of (i) the date on which this Plan is adopted by the Board or (ii) the date on which this Plan is approved by shareholders of the Company.
|
d) |
Options otherwise qualifying as Incentive Stock Options hereunder will not be treated as Incentive Stock Options to the extent that the aggregate Fair Market Value (determined at the time the Option is granted) of the Shares, with respect to which Options meeting the requirements of Code Section 422(b) are exercisable for the first time by any individual during any calendar year (under all stock option or similar plans of the Company and any Subsidiary), exceeds U.S. $100,000.
|
4. |
TSX Limitations.
|
a) |
the aggregate number of Shares issued to insiders of the Company within any 12-month period, or issuable to insiders of the Company at any time, under the Plan and any other security-based compensation arrangement of the Company, may not exceed 10% of the total number of issued and outstanding Common Shares of the Company at such time;
|
b) |
the maximum aggregate number of Shares that may be reserved under the Plan for issuance to any one individual in any 12-month period shall not exceed 5% of the issued and outstanding Shares at the time of grant; unless the Company has obtained Disinterested Shareholder Approval (as such term is defined in the TSX Manual) for such an issuance
;
|
c) |
the maximum aggregate number of Shares that may be reserved under the Plan or other share compensation arrangements of the Company for issuance to any one Consultant during any 12-month period shall not exceed 2% of the issued and outstanding Shares at the time of grant;
|
d) |
the maximum aggregate number of Shares that may be reserved under the Plan or other share compensation arrangement of the Company for issuance to persons who are employed in investor relations activities (as defined in the TSX Manual) during any 12-month period shall not exceed 2% of the issued and outstanding Shares at the time of grant; and
|
e) |
the Board shall, through the establishment of the appropriate procedures, monitor the trading in the securities of the Company by all Optionees performing Investor Relations Activities, and
|
a) |
Options under the Plan may only be granted to Eligible Participants.
|
b) |
Each Option shall be evidenced by an option agreement that may contain any term deemed necessary or desirable by the Committee, provided such terms are not inconsistent with this Plan or any applicable law.
|
c) |
In granting Options, the Committee shall take into consideration the contribution of the prospective Optionee has made, or is expected to make, to the success of the Company or its Subsidiaries and such other factors as the Committee shall determine. The Committee shall also have the authority to consult with and receive recommendations from Officers and other personnel of the Company and its Subsidiaries with regard to these matters. The Committee may from time to time in granting Options under this Plan prescribe such terms and conditions concerning such Options as it deems appropriate, provided that such terms and conditions are not more favorable to an Optionee than those expressly permitted herein; provided further, however, that to the extent not cancelled pursuant to Section 9(b) hereof, upon a Change in Control, any Options that have not yet vested, may, in the sole discretion of the Committee, vest upon such Change in Control.
|
d) |
The Company covenants that all Employees, Consultants or Management Company Employees shall be bona fide Employees, Consultants or Management Company Employees as the case may be, of the Company or its Subsidiaries.
|
e) |
The Options granted to Employees under this Plan shall be in addition to regular salaries, consulting fees, pension, life insurance or other benefits related to their employment with the Company or its Subsidiaries. Neither this Plan nor any Option granted under this Plan shall confer upon any person any right to employment or continuance of employment (or related salary and benefits) by the Company or its Subsidiaries.
|
f) |
Subject to the policies of the TSX, an Option shall vest and may be exercised (in each case to the nearest full Share) during the period for which the option is granted in accordance with a vesting schedule as the Board may determine in its discretion.
|
(a) |
An Option shall be deemed exercised when (i) the Company has received written notice of such exercise in accordance with the terms of the Option, (ii) full payment of the aggregate option price of the Shares as to which the Option is exercised has been made, (iii) the Optionee has agreed to be bound by the terms, provisions and conditions of any applicable stockholders' agreement, and (iv) arrangements that are satisfactory to the Committee in its sole discretion have been made for the Optionee's payment to the Company of the amount that is necessary for the Company or the Subsidiary employing the Optionee to withhold in accordance with applicable Federal, Provincial or state tax withholding requirements. Unless further limited by the Committee in any Option, the exercise price of any Shares purchased pursuant to the exercise of such Option shall be paid in cash, by certified or official bank check or by money order.
|
(b) |
No Optionee shall be deemed to be a holder of any Shares subject to an Option unless and until a stock certificate or certificates for such Shares are issued to such person(s) under the terms of this Plan. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as expressly provided in Section 10 hereof.
|
8. |
Exercise of Options.
|
(a) |
The expiration date(s) of an Option shall be determined by the Committee at the time of grant, but in no event shall an Option be exercisable greater than 10 years from the date of grant of the Option.
|
(b) |
Unless otherwise expressly provided in any Option as approved by the Committee, notwithstanding the exercise schedule set forth in any Option, each outstanding Option, may, in the sole discretion of the Committee, become fully exercisable upon the date of the occurrence of any Change of Control, but, unless otherwise expressly provided in any Option, no earlier than six months after the date of grant, and if and only if Optionee is in the employ of the Company on such date.
|
(c) |
The Committee may in its sole discretion accelerate the date on which any Option may be exercised and may accelerate the vesting of any Shares subject to any Option or previously acquired by the exercise of any Option.
|
(a) |
Unless otherwise expressly provided in any Option Agreement, and subject to any applicable limitations contained in Section 15(c) of this Plan, the unexercised portion of any Option shall automatically and without notice immediately terminate and become forfeited, null and void at the time of the earliest to occur of the following:
|
(i) |
the expiration of a period not to exceed one year (such period to be determined by the Board in its sole discretion) after the date on which the Optionee's employment is terminated for any reason other than by reason of (a) Cause, (b) the termination of the Optionee's employment with the Company by such Optionee following less than 60 days' prior written notice to the Company of such termination (an "Improper Termination"), (c) a mental or physical disability (within the meaning of Section 22(e) of the Code) as determined by a medical doctor satisfactory to the Committee, or (d) death;
|
(ii) |
immediately upon (a) the termination by the Company of the Optionee's employment for Cause, or (b) an Improper Termination;
|
(iii) |
the later of (a) the expiration of a period not to exceed one year (such period to be determined by the Board in its sole discretion) after the date on which the Optionee's employment is terminated by reason of a mental or physical disability (within the meaning of Code Section 22(e)) as determined by a medical doctor satisfactory to the Committee, or (b) one year after the date on which the Optionee shall die if such death shall occur during such period;
|
(iv) |
one year after the date of termination of the Optionee's employment by reason of death of the employee; or
|
(v) |
the expiration date of the Option established on the date of grant and set forth in the Option Agreement.
|
(b) |
The Committee in its sole discretion may, by giving written notice ("cancellation notice"), cancel effective upon the date of the consummation of any corporate transaction described in Subsection 10(d) hereof, any Option that remains unexercised on such date. Such cancellation notice shall be given a reasonable period of time prior to the proposed date of such cancellation and may be given either before or after approval of such corporate transaction.
|
(c) |
Upon termination of Optionee's employment as described in this Section 9, or otherwise, any Option (or portion thereof) not previously vested or not yet exercisable pursuant to Section 8 of this Plan shall be immediately canceled.
|
(a) |
If at any time while this Plan is in effect or unexercised Options are outstanding, there shall be any increase or decrease in the number of issued and outstanding Shares through the declaration of a stock dividend or through any recapitalization resulting in a stock split, combination or exchange of Shares (other than any such exchange or issuance of Shares through which Shares are issued to effect an acquisition of another business or entity or the Company's purchase of Shares to exercise a "call" purchase option), then and in such event:
|
(i) |
appropriate adjustment shall be made in the maximum number of Shares available for grant under this Plan, so that the same percentage of the Company's issued and outstanding Shares shall continue to be subject to being so optioned;
|
(ii) |
appropriate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to any outstanding Option, so that the same percentage of the Company's issued and outstanding Shares shall remain subject to purchase at the same aggregate exercise price; and
|
(iii) |
such adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive.
|
(b) |
Subject to the prior consent of the TSX and the specific terms of any Option, the Committee may change the terms of Options outstanding under this Plan, with respect to the option price or the number of Shares subject to the Options, or both, when, in the Committee's sole discretion, such adjustments become appropriate by reason of a corporate transaction described in Subsection 10(d) hereof, or otherwise, provided that any adjustment to an outstanding Option held by a U.S. Optionee will be made in a manner that complies with, and does not create adverse tax consequences under, section 409A of the Code.
|
(c) |
Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into or exchangeable for shares of its capital stock of any class, either in connection with a direct or underwritten sale, or upon the exercise of rights or warrants to subscribe therefor or purchase such Shares, or upon conversion of obligations of the Company into such Shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of or exercise price of Shares then subject to outstanding Options granted under this Plan.
|
(d) |
Without limiting the generality of the foregoing, the existence of outstanding Options granted under this Plan shall not affect in any manner the right or power of the Company to make, authorize or consummate:
|
(i) |
any or all adjustments, reclassifications, recapitalizations, reorganizations or other changes in the Company's capital structure or its business;
|
(ii) |
any merger or consolidation of the Company or to which the Company is a party;
|
(iii) |
any issuance by the Company of debt securities, or preferred or preference stock that would rank senior to or above the Shares subject to outstanding Options;
|
(iv) |
any purchase or issuance by the Company of Shares or other classes of common stock or common equity securities;
|
(v) |
the dissolution or liquidation of the Company;
|
(vi) |
any sale, transfer, encumbrance, pledge or assignment of all or any part of the assets or business of the Company; or
|
(vii) |
any other corporate act or proceeding, whether of a similar character or otherwise.
|
(e) |
The Optionee shall receive written notice within a reasonable time prior to the consummation of such action advising the Optionee of any of the foregoing. The Committee may, in the exercise of its sole discretion, in such instances declare that any Option shall terminate as of a date fixed by the Board and give each Optionee the right to exercise their Option.
|
12. |
Issuance of Shares.
|
(i) |
a representation and warranty by the Optionee to the Company, at the time any Option is exercised, that he or she is acquiring the Shares to be issued to him for investment and not with a view to, or for sale in connection with, the distribution of any such Shares; and
|
(ii) |
an agreement and undertaking to comply with all of the terms, restrictions and provisions set forth in any then applicable stockholders' agreement relating to the Shares, including, without limitation, any restrictions on transferability, any rights of first refusal and any option of the Company to "call" or purchase such Shares under then applicable agreements, and
|
(iii) |
any restrictive legend or legends, to be embossed or imprinted on Share certificates, that are, in the discretion of the Committee, necessary or appropriate to comply with the provisions of any securities law or other restriction applicable to the issuance of the Shares.
|
(iv) |
if and for so long as the Shares are listed on the TSX, the exercise price is reduced to Discounted Market Price, Options will be subject to a four-month hold period commencing from the date of grant and any Shares issued pursuant to the exercise of an Option prior to the expiry of the hold period will bear the following TSX legend (or similar wording, with the same effect):
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13. |
Stock Appreciation Rights.
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a) |
This Plan shall be administered by the Committee, which shall consist of not less than two Directors. The Committee shall have all of the powers of the Board with respect to this Plan. Any member of the Committee may be removed at any time, with or without cause, by resolution of the Board and any vacancy occurring in the membership of the Committee may be filled by appointment by the Board.
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b) |
Subject to the provisions of this Plan and the policies of the TSX, the Committee shall have the authority, in its sole discretion, to:
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a. |
grant Options;
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b. |
determine the exercise price per Share at which Options may be exercised;
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c. |
determine the Optionees to whom, and time or times at which, Options shall be granted;
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d. |
determine the number of Shares to be represented by each Option;
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e |
determine the terms, conditions and provisions of each Option granted (which need not be identical) and, with the consent of the holder thereof, modify or amend each Option, provided that no modification of an outstanding Option held by a U.S. Optionee will be made if it would result in adverse tax consequences under Section 409A of the Code;
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f. |
accelerate the exercise date of any Option; and
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g. |
make all other determinations deemed necessary or advisable for the administration of this Plan, including granting, pricing and cancelling Options.
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c) |
The Committee, from time to time, may adopt rules and regulations for carrying out the purposes of this Plan. The Committee's determinations and its interpretation and construction of any provision of this Plan shall be final, conclusive and binding upon all Optionees and any holders of any Options granted under this Plan.
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d) |
Any and all decisions or determinations of the Committee shall be made either:
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a. |
by a majority vote of the members of the Committee at a meeting of the Committee; or
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b. |
without a meeting by the unanimous written approval of the members of the Committee.
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e) |
No member of the Committee, or any Officer or Director of the Company or its Subsidiaries, shall be personally liable for any act or omission made in good faith in connection with this Plan.
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a) |
Notwithstanding any other provisions of this Plan to the contrary, an Incentive Stock Option shall not be granted to any person owning directly or indirectly (through attribution under Section 424(d) of the Code) at the date of grant, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company (or of its Subsidiary) at the date of grant unless the exercise price of such Option is at least 110% of the Fair Market Value of the Shares subject to such Option on the date the Option is granted, and such Option by its terms is not exercisable after the expiration of 5 years from the date such Option is granted.
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b) |
An Incentive Stock Option may be granted only to a person who is an employee of the Company or of any parent or subsidiary of the Company (within the meaning of section 424 of the Code).
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c) |
Incentive Stock Options are subject to the limitations contained in Section 9(a) of this Plan and the applicable Option Agreement. In addition, in order to retain its status as an Incentive Stock Option, the following rules related to timing of exercise of the Incentive Stock Option following termination of employment apply, and failure to exercise within the applicable time period will result in loss of status as an Incentive Stock Option.
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i. |
If a U.S. Optionee who has been granted an Incentive Stock Option ceases to be an employee of the Company (or by a subsidiary of the Company within the meaning of Section 424 of the Code) for any reason, whether voluntary or involuntary, other than death, permanent disability or just cause, then in order for the Option to retain Incentive Stock Option status, the Incentive Stock Option must be exercised by the earlier of (a) the date that is three months after the date of cessation of employment or (b) the expiration of the term of such Incentive Stock Option. For the purposes of this Section, the employment of a U.S. Optionee who has been granted an Incentive Stock Option will not be considered interrupted or terminated upon (a) sick leave, military leave or any other leave of absence approved by the Committee that does not exceed ninety (90) days in the aggregate; provided, however, that if reemployment upon the expiration of any such leave is guaranteed by contract or applicable law, such ninety (90) day limitation will not apply, or (b) a transfer from one office of the Company (or of any subsidiary) to another office of the Company (or of any parent or subsidiary) or a transfer between the Company and any parent or subsidiary.
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ii. |
If a U.S. Optionee who has been granted Incentive Stock Options ceases to be employed by the Company (or by any parent or subsidiary of the Company within the meaning of Section 424 of the Code) because of a permanent disability, such U.S. Optionee may exercise such Incentive Stock Option (to the extent such Incentive Stock Option was exercisable on the date of permanent disability at any time prior to the earlier of (a) the expiration date of the Option established on the date of grant and set forth in the Option Agreement; or (b) the date that is later of (i) the expiration of a period not to exceed one year (such period to be determined by the Board in its sole discretion) after the date on which the U.S. Optionee's employment is terminated by reason of a mental or physical disability (within the meaning of Code Section 22(e)) as determined by a medical doctor satisfactory to the Committee, or (ii) one year after the date on which the U.S. Optionee shall die if such death shall occur during such period.
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d) |
In the event that this Plan is not approved by the shareholders of the Company within twelve (12) months before or after the date on which this Plan is adopted by the Board, any Incentive Stock Option granted under this Plan will automatically be deemed to be a Non-Statutory Stock Option.
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(a) |
This Plan shall be administered and interpreted so that all Incentive Stock Options granted under this Plan will qualify as Incentive Stock Options under Section 422 of the Code. If any provision of this Plan should be held invalid for the granting of Incentive Stock Options or illegal for any reason, such determination shall not affect the remaining provisions hereof, and this Plan shall be construed and enforced as if such provision had never been included in this Plan.
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(b) |
This Plan shall be governed by the laws of the Province of Ontario, Canada.
|
(c) |
Headings contained in this Plan are for convenience only and shall in no manner be construed as part of this Plan or affect the meaning or interpretation of any part of this Plan.
|
(d) |
Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate.
|
(e) |
Time shall be of the essence with respect to all time periods specified for the giving of notices to the company hereunder, as well as all time periods for the expiration and termination of Options in accordance with Section 9 hereof (or as otherwise set forth in an option agreement).
|
a) |
Notwithstanding any provision in the Plan allowing amendments without security holder approval, specific security holder approval is required for the following amendments:
|
a. |
a reduction in the exercise price or purchase price benefiting an insider of the issuer;
|
b. |
any amendment to remove or to exceed the insider participation limit;
|
c. |
an increase to the maximum number of securities issuable, either as a fixed number or a fixed percentage of the listed issuer's outstanding capital represented by such securities; and
|
d. |
amendments to an amending provision within a security based compensation arrangement.
|
b) |
Subject to the limitations in Section 17(a) and TSX approval, the exercise price per Optioned Share under an Option may be reduced at the discretion of the Board or Committee only if:
|
a. |
disinterested shareholder approval of the shareholders of the Company is obtained for any reduction in the exercise price under an Option held by an Insider of the Company; and
|
b. |
at least six months has elapsed since the later of the date such Option was granted and the date the exercise price for such Option was last amended; and
|
c. |
provided that if the exercise price is reduced to the then Discounted Market Price (as such term is defined in the TSX Manual), the TSX four month hold period will apply from the date of the amendment and further provided that no such conditions will apply in the case of an adjustment made under Section 10(a) hereof. Notwithstanding anything to the contrary herein, the exercise price of an outstanding Option held by a U.S. Optionee will not be reduced below the Fair Market Value of a Share on the date of such modification of the Option.
|
c) |
Subject to the limitations in Section 17(a) and 17(b) and the policies of the TSX, the Board or the Committee may from time to time amend this Plan or any Option without the consent or approval of the stockholders of the Company;
|
d) |
Except to the extent provided in Section 9, no amendment or suspension of this Plan or any Option issued hereunder shall substantially impair any Option previously granted to any Optionee without the consent of such Optionee.
|
a) |
This Plan shall terminate on December 16, 2026, being ten years after the date of adoption by the Board of Directors.
|
b) |
Notwithstanding the termination of this Plan, all options issued under this Plan shall remain outstanding and continue to be governed by the terms and conditions of this Plan.
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VIA ELECTRONIC TRANSMISSION
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November 10, 2016
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TO ALL APPLICABLE EXCHANGES AND COMMISSIONS:
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|
RE:
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ENERGIZER RESOURCES INC
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We are pleased to confirm that copies of the following proxy-related materials were mailed on November 9, 2016 to the registered shareholders:
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1 Proxy with Notice-and-Access Notice and Request for Financial Statements
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Registered Shareholders
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2 Proxy Return Envelope
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Yours truly,
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TSX Trust Company
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''Steven Nguyen''
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Senior Relationship Manager
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Steven.Nguyen@tmx.com
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200 University Ave., Suite 300, Toronto, Ontario, M5H 4H1
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www.tsxtrust.com |