Grandview Gold Inc. - Exhibit 99.91 - Filed by newsfilecorp.com
Exhibit 99.91
GRANDVIEW GOLD INC.
Notice of Meeting
and
Management Information Circular
in respect of the
Annual and Special Meeting of Shareholders
to be held on November 28, 2011
OCTOBER 28, 2011
GRANDVIEW GOLD INC.
330 Bay Street, Suite 820, Toronto, ON M5H 2S8
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
to be held on November 28, 2011
TO THE SHAREHOLDERS OF GRANDVIEW GOLD INC.
NOTICE IS HEREBY GIVEN that an annual and special meeting (the
"Meeting") of shareholders ("Shareholders") of common shares
("Common Shares") of Grandview Gold Inc. ("Grandview", or the
"Corporation") will be held at 130 King Street West, Suite 1600, Toronto,
ON M5X 1J5 at 10:00 a.m. (Toronto time) on Monday, November 28, 2011 for the
following purposes:
| 1. |
to receive the financial statements of the Corporation
for the year ended May 31, 2011, together with the auditors' report
thereon; |
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| 2. |
to elect the directors of the Corporation for the ensuing
year; |
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| 3. |
to appoint the auditors of the Corporation for the
ensuing year and authorize the directors to fix their
remuneration; |
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| 4. |
to consider and, if deemed advisable, to pass (with or
without variation) an ordinary resolution of the disinterested
shareholders approving and confirming an extension of the term of Common
Share purchase warrants previously issued by the Corporation as set out in
the proposed resolution set forth in the management information circular
dated October 28, 2011 (the "Circular") of the Corporation, the
text of which is incorporated herein by reference; |
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| 5. |
to consider and, if deemed advisable, to pass an ordinary
resolution to repeal the existing By-Laws of the Corporation and to adopt
new By-Laws, as more particularly described in the accompanying Circular;
and |
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| 6. |
to transact such other business as may properly be
brought before the Meeting or any adjournment or adjournments
thereof. |
The specific details of the matters to be put before the
Meeting as identified above are set forth in the Circular of the Corporation
accompanying and forming part of this notice. Shareholders should refer to the
Circular for more detailed information with respect to the matters to be
considered at the Meeting.
If you are a registered shareholder of the Corporation
and are unable to attend the Meeting in person, please date and execute the
accompanying form of proxy and return it in the envelope provided to Equity
Financial Trust Company, the registrar and transfer agent of the Corporation, at
200 University Avenue, Suite 400, Toronto, Ontario M5H 4H1 by no later than 5:00
p.m. (Toronto time) on November 25, 2011, or in the case of any adjournment of
the Meeting, not less than 48 hours prior to the time of such meeting.
If you are not a registered shareholder of the
Corporation and receive these materials through your broker or through another
intermediary, please complete and return the form of proxy in accordance with
the instructions provided to you by your broker or by the other intermediary.
The directors of the Corporation have fixed the close of
business on October 28, 2011 as the record date for the determination of the
shareholders of the Corporation entitled to receive notice of the Meeting.
By order of the Board of Directors
“Paul Sarjeant”
__________________________________
PAUL SARJEANT, P. Geo
Director, President and Chief Executive Officer
October 28, 2011
GRANDVIEW GOLD INC.
330 Bay Street, Suite 820,
Toronto, ON M5H 2S8
MANAGEMENT INFORMATION CIRCULAR
FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE
HELD ON NOVEMBER 28, 2011
SOLICITATION OF PROXIES
This Information Circular is furnished in connection with
the solicitation of proxies by the management ("Management") of Grandview Gold
Inc. ("Grandview" or the "Corporation") for use at the annual and special
meeting (the "Meeting") of the shareholders ("Shareholders") of common shares
("Common Shares") of the Corporation.
The Meeting will be held at 130 King Street West, Suite 1600,
Toronto, ON M5X 1J5 at 10:00 a.m. (Toronto time) on November 28, 2011, and at
any adjournments thereof for the purposes set forth in the Notice of Annual and
Special Meeting of Shareholders accompanying this Information Circular.
Information contained herein is given as of October 28, 2011 unless otherwise
specifically stated.
Solicitation of proxies will be primarily by mail but may be
supplemented by solicitation personally by directors, officers and employees of
the Corporation without special compensation. The cost of solicitation by
Management will be borne by the Corporation.
APPOINTMENT AND REVOCATION OF PROXIES
Enclosed herewith is a form of proxy for use at the Meeting.
The persons named in the form of proxy are directors and officers of the
Corporation. A Shareholder submitting a proxy has the right to appoint a
nominee (who need not be a Shareholder) to represent him at the Meeting other
than the persons designated in the enclosed proxy form by inserting the name of
his chosen nominee in the space provided for that purpose on the form and by
striking out the printed names.
A form of proxy will not be valid for the Meeting or any
adjournment thereof unless it is signed by the Shareholder or by the
Shareholder's attorney authorized in writing or, if the Shareholder is a
corporation, it must be executed by a duly authorized officer or attorney
thereof. The proxy, to be acted upon, must be deposited with the registrar and
transfer agent of the Corporation, Equity Financial Trust Company at 200
University Avenue, Suite 400, Toronto, Ontario M5H 4H1 by 5:00 p.m. (Toronto
time) on November 25, 2011, or in the case of any adjournment of the Meeting,
not less than 48 hours prior to the time of such meeting, or delivering it to
the Chairman of the Meeting, on the day of the meeting or any adjournment
thereof prior to the time of the voting.
A Shareholder who has given a proxy may revoke it prior to its
use, in any manner permitted by law, including by instrument in writing executed
by the Shareholder or by his attorney authorized in writing or, if the
Shareholder is a corporation, executed by a duly authorized officer or attorney
thereof and deposited at the office of the Equity Financial Trust Company at any
time up to and including the last business day preceding the day of the Meeting,
or any adjournment thereof, at which the proxy is to be used, or with the
chairman of the Meeting on the day of the Meeting or any adjournment thereof.
ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES
The information set forth in this section is of significant
importance to many Shareholders as a substantial number of Shareholders do not
hold Common Shares in their own name. Shareholders who do not hold their Common
Shares in their own name (referred to in this Information Circular as
"Beneficial Shareholders") should note that only proxies deposited by
Shareholders whose names appear on the records of Grandview as the registered
holders of Common Shares can be recognized and acted upon at the Meeting. If
Common Shares are listed in an account statement provided to a Shareholder by a
broker, then in almost all cases those Common Shares will not be registered in the Shareholder's name on the records of
Grandview. Such Common Shares will more likely be registered under the names of
the Shareholder's broker or an agent of that broker. In Canada, the vast
majority of such Common Shares are registered under the names of CDS & Co.
(the registration name for CDS Depository and Clearing Services Inc., which acts
as nominee for many Canadian brokerage firms). Common Shares held by brokers or
their agents or nominees can only be voted (for or against resolutions) upon the
instructions of the Beneficial Shareholder. Without specific instructions,
brokers and their agents and nominees are prohibited from voting Common Shares
for the broker's clients. Therefore, Beneficial Shareholders should ensure
that instructions respecting the voting of their Common Shares are communicated
to the appropriate person.
Applicable regulatory policy requires intermediaries/brokers to
seek voting instructions from Beneficial Shareholders in advance of
shareholders' meetings. Every intermediary/broker has its own mailing procedures
and provides its own return instructions which should be carefully followed by
Beneficial Shareholders in order to ensure that their Common Shares are voted at
the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by
its broker is identical to the form of proxy provided to registered
shareholders; however, its purpose is limited to instructing the registered
shareholder how to vote on behalf of the Beneficial Shareholder. The majority of
brokers now delegate responsibility for obtaining instructions from clients to
Broadridge Financial Services, Inc. ("Broadridge"). Broadridge typically
mails a scanable voting instruction form in lieu of the form of proxy. The
Beneficial Shareholder is requested to complete and return the voting
instruction form to them by mail or facsimile. Alternatively, the Beneficial
Shareholder can call a toll-free telephone number to vote the Common Shares held
by the Beneficial Shareholder. Broadridge then tabulates the results of all
instructions received and provides appropriate instructions respecting the
voting of Common Shares to be represented at the Meeting. A Beneficial
Shareholder receiving a voting instruction form cannot use that voting
instruction form to vote Common Shares directly at the Meeting as the voting
instruction form must be returned as directed by Broadridge well in advance of
the Meeting in order to have the Common Shares voted.
Although a Beneficial Shareholder may not be recognized
directly at the Meeting for the purposes of voting Common Shares registered in
the name of his broker (or agent of the broker), a Beneficial Shareholder may
attend at the Meeting as proxyholder for a registered shareholder and vote the
Common Shares in that capacity. Beneficial Shareholders who wish to attend at
the Meeting and indirectly vote their Common Shares as proxyholder for a
registered shareholder should enter their own names in the blank space on the
instrument of proxy provided to them and return the same to their broker (or the
broker's agent) in accordance with the instructions provided by such broker (or
agent), well in advance of the Meeting.
VOTING OF PROXIES
All Common Shares represented at the Meeting by properly
executed proxies will be voted on any ballot that may be called for and, where a
choice with respect to any matter to be acted upon has been specified in the
accompanying form of proxy, the Common Shares represented by the proxy will be
voted in accordance with such instructions. In the absence of any such
instruction, the persons whose names appear on the printed form of proxy will
vote in favour of all the matters set out thereon. The enclosed form of proxy
confers discretionary authority upon the persons named therein. If any other
business or amendments or variations to matters identified in the Notice of
Meeting properly comes before the Meeting then discretionary authority is
conferred upon the person appointed in the proxy to vote in the manner they see
fit, in accordance with their best judgment. At the time of the printing of
this Information Circular, Management knows of no such amendment, variation or
other matter to come before the Meeting other than the matters referred to in
the Notice of Meeting.
SUPPLEMENTAL MAILING LIST
Under National Instrument 51-102 - Continuous Disclosure
Obligations, a person or corporation who in the future wishes to receive
financial statements and the related management's discussion and analysis from
the Corporation must deliver a written request for such material to the
Corporation, together with a signed statement that the person or corporation is
the owner of securities (other than debt instruments) of the Corporation.
Shareholders who wish to receive financial statements and the related
management's discussion and analysis are encouraged to send the enclosed mail
card, together with the completed form of proxy to Equity Financial Trust
Company, at 200 University Avenue, Suite 400, Toronto, Ontario M5H 4H1. Copies
of the Corporation's annual and interim financial statements are also available
on SEDAR at www.sedar.com.
- 2 -
APPROVAL OF MATTERS
Unless otherwise noted, approval of matters to be placed before
the Meeting is by an "ordinary resolution", which is a resolution passed
by a simple majority (50% plus 1) of the votes cast by Shareholders of the
Corporation present and entitled to vote in person or by proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The authorized capital of the Corporation consists of an
unlimited number of Common Shares and an unlimited number of convertible,
redeemable, voting, non-participating shares (the "Preference Shares") of
which, on the date of this Circular, 81,163,032 Common Shares and no Preference
Shares were issued and outstanding.
Common Shares
The holders of Common Shares are entitled to receive notice of
and to attend any meeting of the Shareholders (except meetings at which only the
holders of another class of shares are entitled to vote) and are entitled to one
vote for each Common Share held. Subject to the prior rights of the holders of
the Preference Shares or any other shares ranking senior to the Common Shares,
the holders of the Common Shares are entitled to: (a) receive any dividends as
and when declared by the board of directors of the Corporation (the
"Board") out of the assets of the Corporation properly applicable to the
payment of dividends, in such amount and in such form as the Board may from time
to time determine; and (b) receive the remaining property of the Corporation in
the event of any liquidation, dissolution of winding-up of the Corporation.
Each Shareholder is entitled to one vote for each Common Share
shown as registered in his or her name on the list of Shareholders. The list of
Shareholders will be prepared as of October 28, 2011, the record date fixed for
determining shareholders entitled to the notice of the Meeting.
Other than as set out below, to the knowledge of the directors
and executive officers of the Corporation, as of the date hereof, no person or
company beneficially owns, or controls or directs, directly or indirectly,
voting securities carrying ten percent (10%) or more of the voting rights
attached to any class of voting securities of the Corporation.
Shareholder |
Number of
Securities Held |
% of Issued and
Outstanding Voting
Securities Held |
| Centerpoint Resources Inc. |
20,000,000 Common Shares |
24.64%
|
DIVIDEND POLICY
The Corporation has not paid any dividends on the Common Shares
to date and does not expect to pay dividends on such shares in the foreseeable
future. It is anticipated that all available funds will be used to finance the
future development of the Corporation.
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE
ACTED ON
Management is not aware of any material interest, direct or
indirect, by way of beneficial ownership of securities or otherwise, of any
director or executive officer or any associate or affiliate of any of the
foregoing in any matter to be acted on at the Meeting other than the election of
directors or the appointment of auditors.
STOCK OPTION PLAN
The Corporation has established a stock option plan, ratified
and adopted by the Shareholders on March 26, 2004, amended on October 30, 2006
and October 30, 2009 and ratified and re-confirmed by the Shareholders on
November 30, 2009 (the "Option Plan"), for the granting for the granting
of incentive stock options ("Options") to directors, officers and employees of the Corporation or to a
consultant (the "Participants"). The Option Plan is intended to afford
persons who provide services to the Corporation, whether as directors, officers,
employees or consultants, an opportunity to obtain a proprietary interest in
Grandview by permitting them to purchase Common Shares, thereby more closely
aligning the personal interests of such directors, officers, employees and
consultants to those of Shareholders, and to aid in attracting as well as
retaining and encouraging the continued involvement of such persons with the
Corporation.
- 3 -
Description of the Option Plan
Under the Option Plan:
Options may be granted in such numbers and with such vesting
provisions as the Board may determine;
| (a) |
the exercise price of Options shall not be less than the
"discounted market price" of the Common Shares at the date of granting
such option. For purposes of the Option Plan, "discounted market price"
means the greater of the closing market price of the underlying Common
Shares on (a) the closing price of the Common Shares on the TSX on the
last business day prior to the date on which the Option is granted, and
(b) the date of the grant of the Option; |
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| (b) |
the term and expiry date of the Options granted shall be
determined in the discretion of the Board at the time of granting of the
Options; |
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| (c) |
the maximum term for Options is five years; |
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| (d) |
the Options are not assignable or transferable, with the
exception of an assignment made to a personal representative of a deceased
Participant; |
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| (e) |
the aggregate number of Common Shares reserved for
issuance pursuant to Options granted to any one person, when combined with
any other share compensation arrangement, may not exceed 5% of the
outstanding Common Shares (on a non-diluted basis); |
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| (f) |
the number of Common Shares, together with Grandview’s
other previously established or proposed share compensation arrangements,
(i) issuable (or reserved for issuance) to "insiders" of the Corporation
may not exceed 10% of the outstanding Common Shares, or (ii) issued to
"insiders" of Grandview within a one year period may not exceed 10% of the
outstanding Common Shares; |
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| (g) |
the issuance of Common Shares to any one individual
within a one-year period may not exceed 5% of the issued and outstanding
Common Shares; |
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| (h) |
the issuance of Common Shares to any one "consultant" of
the Corporation, within a one-year period, may not exceed 2% of the issued
and outstanding Common Shares; |
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| (i) |
the issuance of Common Shares to any one "consultant" of
the Corporation engaged to provide investor relation activities for the
Corporation, within a one-year period, may not exceed 1% of the issued and
outstanding Common Shares; |
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| (j) |
the vesting period or periods within the ten year maximum
term during which an Option or a portion thereof may be exercised by a
Participant shall be determined by the Board. Further, the Board may, in
its sole discretion at any time or in the Option agreement in respect of
any Options granted, accelerate or provide for the acceleration of,
vesting of Options previously granted; |
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| (k) |
in the event of the resignation or retirement of a
Participant, or the termination of the employment of a Participant,
whether with or without cause or reasonable notice, prior to the expiry
time of an Option, such Option shall cease and terminate on the ninetieth
day following the effective date of such resignation, retirement or
termination, and in the event of the death of a holder of Options, such
Options shall be exercisable until the earlier of one year following the
death of the holder, or the expiry time of such Option, whichever occurs
first, and thereafter shall be of no further force or effect whatsoever as
to the Common Shares in respect of which such Option has not previously
been exercised; |
- 4 -
| (l) |
in the event of a sale of Grandview or all or
substantially all of its property and assets or a change of control of
Grandview, holders of Options, whether such Options have vested or not in
accordance with their terms, may exercise such options until the earlier
of the expiry of the Options and the thirtieth day following the sale of
Grandview or all or substantially all of its property and assets or a
change of control of Grandview; |
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| (m) |
the aggregate number of Common Shares that may be
reserved for issuance under the Option Plan, together with any Common
Shares reserved for issuance under any other share compensation
arrangement must not exceed 20% of the number of Common Shares, on a
non-diluted basis, outstanding at the time; and |
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| (n) |
the Board retains the right to suspend, terminate, or
discontinue the terms and conditions of the Option Plan by resolution of
the Board. |
Recent Changes Made to the Stock Option Plans
Effective October 27, 2011, the Board adopted certain changes
to the Corporation's stock option plan in order to comply with the recent tax
amendments to the Income Tax Act (Canada) concerning stock options
awarded to employees, which came into force on January 1, 2011. The changes have
the sole purpose of allowing the Corporation to establish the necessary measures
to comply with the new income tax remittance obligations set out in the
Income Tax Act (Canada). The approval of the Shareholders to the
amendment was not required under the amendment provisions of the Option Plan or
by the TSX and, accordingly, was not sought.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
PLANS
The following table sets forth the number of Common Shares to
be issued upon exercise of outstanding options ("Options") issued
pursuant to compensation plans under which equity securities of the Corporation
are authorized for issuance, the weighted average exercise price of such
outstanding Options and the number of Common Shares remaining available for
future issuance under such compensation plans as at May 31, 2011.
Plan Category |
Number of securities
to be
issued upon exercise of
outstanding
Options(1) |
Weighted-average
exercise
price of outstanding Options |
Number of securities remaining
available for future issuance
under equity
compensation plans
(excluding securities reflected in
the first column)(1) |
| Equity compensation plans approved by
security holders(1) |
5,250,000 |
$0.33 |
10,982,606 |
| Equity compensation plans not approved by
security holders |
N/A |
N/A |
N/A |
| TOTAL |
5,250,000 |
$0.33 |
10,982,606
|
__________________________
Note:
| (1) |
The Corporation currently has a rolling 20% stock option
plan. As at May 31, 2011, 81,163,032 Common Shares were issued and
outstanding. |
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
None of the directors or executive officers of the Corporation
were indebted to the Corporation as at May 31, 2011.
- 5 -
MANAGEMENT CONTRACTS
Management functions of the Corporation and its subsidiaries
are not to any substantial degree performed by persons other than the directors
or executive officers of the Corporation or subsidiary of the Corporation.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
The directors and officers of the Corporation are not aware of
any transaction since the beginning of the Corporation's last completed
financial year or any proposed transaction that has materially affected or will
materially affect the Corporation in which any director or senior officer of the
Corporation, any proposed Management nominee for election as a director, any
person beneficially owning or exercising control or direction over more than 10%
of the Common Shares of the Corporation or any associate or affiliate of any of
the foregoing has or had a material interest, direct or indirect.
ORDINARY BUSINESS
FINANCIAL STATEMENTS AND AUDITORS' REPORT
At the Meeting, Shareholders will consider the financial
statements of the Corporation for the year ended May 31, 2011 and the auditors'
report thereon, but no vote by the Shareholders with respect thereto is required
or proposed to be taken.
APPOINTMENT OF AUDITORS
Shareholders of the Corporation will be asked at the Meeting to
appoint PricewaterhouseCoopers LLP ("PWC") as the Corporation's auditors
to hold office until the close of the next annual meeting of shareholders of the
Corporation, and to authorize the directors of the Corporation to fix the
auditors' remuneration.
UNLESS OTHERWISE SPECIFIED, THE PERSONS NAMED IN THE
ACCOMPANYING PROXY INTEND TO VOTE FOR THE APPOINTMENT OF PRICEWATERHOUSECOOPERS
LLP, CHATERED ACCOUNTANTS AS AUDITORS OF THE CORPORATION UNTIL THE CLOSE OF THE
NEXT ANNUAL MEETING OF SHAREHOLDERS AND FOR THE AUTHORIZATION OF THE DIRECTORS
TO FIX THEIR REMUNERATION.
ELECTION OF DIRECTORS
The articles of the Corporation provide for a minimum of three
(3) and a maximum of ten (10) directors. The Corporation has determined that six
(6) directors will be elected at the Meeting.
UNLESS A CHOICE IS OTHERWISE SPECIFIED, IT IS INTENDED THAT
THE SHARES REPRESENTED BY THE PROXIES HEREBY SOLICITED WILL BE VOTED BY THE
PERSONS NAMED THEREIN FOR THE ELECTION OF THE NOMINEES WHOSE NAMES ARE SET FORTH
BELOW, ALL OF WHOM ARE NOW MEMBERS OF THE BOARD OF DIRECTORS AND HAVE BEEN SINCE
THE DATES INDICATED.
Management does not contemplate that any nominee will be
unwilling or unable to serve as director but, if that should occur for any
reason prior to the Meeting, it is intended that the persons named in the
enclosed form of proxy shall reserve the right to vote for another nominee in
his discretion. Each of the following persons is nominated to hold office as a
director until the next annual meeting or until his successor is duly elected,
unless his office is earlier vacated in accordance with the by-laws of the
Corporation.
- 6 -
Name and Municipality of
Residence
|
Office held with
Grandview |
Director Since |
Principal
Occupation |
Common Shares
Beneficially
Owned
Directly or Indirectly(1) |
Paul Sarjeant
Burlington,
Ontario, Canada |
President, Chief Executive
Officer and Director |
November 7, 2006 |
From 1999 until November, 2006
operated a securities business focused on strategic planning and
investment analysis. Since his appointment, Mr. Sarjeant's full time
employment has been with the Corporation. |
133,333(2) |
D. Richard Brown(3)
Toronto, Ontario, Canada |
Director |
March 26, 2004 |
Partner at Osprey Capital
Partners. |
105,000(4) |
Peter Born (3)
Ottawa, Ontario, Canada |
Director |
June, 2007 |
Ph.D., professional registered
geologist (ON) and President of 1727856 Ontario Ltd. |
133,333(6) |
Ken Hight(5)
Toronto,
Ontario, Canada |
Director |
May 12, 2008 |
From 2000-2005 served as CEO of
ITG Canada and from 2005 – 2008 served as CEO of E*Trade Canada and
concurrently EVP, E*Trade Financial New York, CEO of Liquidnet Cnada until
September 2009. Currently Chair and CEO of Portage Mining Corp. and
director of two other TSX-V companies. |
133,333(7) |
Jack Austin(3)
Vancouver, British
Columbia, Canada |
Director |
December 3, 2009 |
Currently Senior Advisor-
International to Stern Partners Inc., President of Centerpoint Resources
Inc., Chairman and director of New Pacific Minerals Corp. and Director of
Yalian Steel Corporation. |
600,000(8) |
Ted Nunn(5)
Vancouver, British
Columbia, Canada |
Director |
December 3, 2009 |
President of Centershield Gold
Mines Inc and VP Technical Services for Centerpoint Resources Inc. |
Nil(9)
|
__________________________
Notes:
| (1) |
The information as to shares beneficially owned, directly
or indirectly, not being within the knowledge of the Corporation, has been
furnished by the respective directors and executive officers
individually. |
| (2) |
Paul Sarjeant holds options to purchase up to a total of
1,250,000 common shares of the Corporation, 600,000 being exercisable at
the price of $0.68 per common share expiring on September 27, 2012, and
the remaining 650,000 exercisable at $0.15 per common share expiring June
23, 2014. These options were granted to Mr. Sarjeant under the Option
Plan. Mr. Sarjeant also holds 133,333 warrants exercisable at the price of
$0.12 and expiring on December 3, 2011. |
| (3) |
Chairman of the Audit Committee of the Board of
Directors. The members of the Audit Committee are D. Richard Brown
(Chairman), Jack Austin and Peter Born. |
| (4) |
D. Richard Brown holds options to purchase up to a total
of 650,000 common shares of the Corporation, 200,000 being exercisable at
the price of $0.68 per common share expiring on September 27, 2012, and
the remaining 450,000 exercisable at $0.15 per common share expiring June
23, 2014. These options were granted to Mr. Brown under the Option
Plan. |
| (5) |
Member of the Compensation Committee of the Board of
Directors. The members of the Compensation Committee are Ken Hight
(Chairman), Ted Nunn and Michael Hitch. Mr. Hitch is not standing for
re-election to the Board. |
| (6) |
Dr. Peter Born holds options to purchase up to a total of
600,000 common shares of the Corporation, 150,000 of which are exercisable
at the price of $0.68 per common share expiring on September 27, 2012, and
the remaining 450,000 exercisable at the price of $0.15 per common share
expiring June 23, 2014. Dr. Born also holds 133,333 warrants exercisable
at the price of $0.12 and expiring on December 3, 2011. |
| (7) |
Ken Hight holds options to purchase up to a total of
450,000 common shares of the Corporation which are exercisable at the
price of $0.15 per common share expiring June 23, 2014. Mr. Hight also
holds 133,333 warrants exercisable at the price of $0.12 and expiring on
December 3, 2011. |
- 7 -
| (8) |
Jack Austin holds options to purchase up to a total of
450,000 common shares of the Corporation which are exercisable at the
price of $0.15 per common share expiring December 9, 2014. Mr. Austin also
holds 600,000 warrants exercisable at the price of $0.12 and expiring on
December 3, 2011. |
| (9) |
Ted Nunn holds options to purchase up to a total of
450,000 common shares of the Corporation which are exercisable at the
price of $0.15 per common share expiring December 9,
2014. |
Corporate Cease Trade Orders, Bankruptcies, Penalties or
Sanctions
To the best knowledge of the Corporation, no director or
officer or principal shareholder of the Corporation is, as at the date hereof or
has been within the last ten years prior to the date hereof, (a) subject to a
cease trade order, an order similar to a cease trade order or an order that
denied a company access to any exemption under securities legislation that was
in effect for a period of more than 30 consecutive days that was issued while
the director or officer of the Corporation was acting in the capacity as
director, chief executive officer or chief financial officer of that company;
(b) subject to a cease trade order, an order similar to a cease trade order or
an order that denied a company access to any exemption under securities
legislation that was in effect for a period of more than 30 consecutive days
that was issued after the director or officer ceased to be a director, chief
executive officer or chief financial officer of that company and which resulted
from an event that occurred while that person was acting in such capacity; (c) a
director or executive officer of any company that, while that person was acting
in that capacity, or within a year of that person ceasing to act in that
capacity, became bankrupt, made a proposal under any legislation relating to
bankruptcy or insolvency or was subject to or instituted any proceedings,
arrangement or compromise with creditors or had a receiver, receiver manager or
trustee appointed to hold its assets; or (d) became bankrupt, made a proposal
under any legislation relating to bankruptcy or insolvency, or became subject to
or instituted any proceedings, arrangement or compromise with creditors, or had
a receiver, receiver manager or trustee appointed to hold his assets.
To the knowledge of the Corporation, no director or executive
officer of the Corporation, (a) has been subject to any penalties or sanctions
imposed by a court relating to securities or by a securities regulatory
authority or has entered into a settlement agreement with a securities
regulatory or (b) has been subject to any other penalties or sanctions imposed
by a court or regulatory body that would likely be considered important to a
reasonable investor in making an investment decision.
Individual Bankruptcies
To the knowledge of the Corporation, no director of the
Corporation is, or has within the ten years prior to the date hereof, become
bankrupt, made a proposal under any legislation relating to bankruptcy or
insolvency, or become subject to or instituted any proceedings, arrangement or
compromise with creditors or had a receiver, receiver manager or trustee
appointed to hold the assets of that individual.
SPECIAL BUSINESS
EXTENSION OF WARRANTS
The Shareholders of the Corporation will be asked at the
Meeting to consider, and if thought advisable, to approve an extension of the
expiry date of 26,666,665 common share purchase warrants of Grandview issued on
December 3, 2009 (the "Warrants"). The Warrants were originally issued as
part of a private placement financing on December 3, 2009. The Warrants are
exercisable into Common Shares of the Corporation at an exercise price of $0.12
per Common Share and will expire on December 3, 2011, subject to receipt of the
approval of the Shareholders to extend the expiry date by one year to December
3, 2012. Of the 26,666,665 Warrants issued, none of the Warrants have been
exercised as of October 28, 2011.
Of the 26,666,665 Warrants, 21,066,665 are held by insiders of
the Corporation as follows: 20,000,000 Warrants are held by Centerpoint
Resources Inc., 133,333 Warrants are held by Peter Born, 66,666 Warrants are
held by Michael Hitch, 133,333 Warrants are held by Paul Sarjeant, 133,333
Warrants are held by Ken Hight and 600,000 Warrants are held by Jack Austin. As
a result, "disinterested" Shareholder approval is required to extend the expiry
date of the Warrants.
- 8 -
The Warrants are currently significantly out-of-the-money and
are not reflective of the economic interest that was contemplated when the
Warrants were granted, and the Board decided to give the Warrant holders more
time to consider and make a further investment in the Corporation through the
exercise of their Warrants. Consequently, on October 6, 2011, the Board adopted
a resolution, subject to regulatory approval, authorizing the extension of the
expiry date of the Warrants. The Board has unanimously approved the extension of
the expiry of the warrants to December 3, 2012, and on October 18, 2011 the
Corporation received TSX approval, subject to customary conditions of the TSX,
to extend the expiry date of the Warrants. The exercise price of the Warrants
will remain the same. To satisfy the conditions of the TSX approval, the
Corporation is required to seek "disinterested" Shareholder approval for the
extension of the expiry date of the Warrants held by insiders of the
Corporation.
The Board is requesting the shareholders of the Corporation to
pass, with or without variation, the following resolution:
"BE IT RESOLVED THAT, as an ordinary
resolution of disinterested Shareholders of Grandview Gold Inc. (the
"Corporation"):
| |
1. |
The extension of the expiry date of the Warrants to
December 3, 2012, as more particularly described in the information
circular of the Corporation dated October 28, 2011, is hereby approved;
and |
| |
|
|
| |
2. |
Any one director or officer of the Corporation be and is
hereby authorized to make all such arrangements and do all acts and
things, and to sign and execute all documents and instruments in writing,
whether under the corporate seal of the Corporation or otherwise, as may
be considered necessary or advisable to give full force and effect to the
foregoing." |
In order to be effective, the resolution must be passed by a
simple majority of the votes cast by Shareholders at the Meeting, excluding the
votes held directly or indirectly by the holders or Warrants. The Corporation
estimates that votes attached to 26,666,665 Common Shares will be withheld from
voting on this matter as they represent Common Shares beneficially owned by the
holders of Warrants.
REPEAL AND ADOPTION OF GENERAL BY-LAWS
At the Meeting, the Shareholders will be asked to consider, and
if deemed advisable, to repeal and replace the Corporation's current By-Law
Number 1 and By-Law No. 4 (the "Old By-Laws") with By-Law No. 1 (the
"New By-Laws") in order to reflect the current circumstances and
practices of Grandview and certain amendments to the Business Corporations
Act (Ontario) (the "OBCA"), which came into force on August 1, 2007.
The Corporation's By-Laws have not been updated since 1987, and the New By-Laws
are typical of by-laws of public companies incorporated under the OBCA. A copy
of the New By-Laws is attached hereto as Schedule "B". The
material changes may be summarized as follows:
| (a) |
The quorum necessary for board meetings has changed from
requiring the nearest whole number of directors which is equal to or
greater than two-fifths of the number of current directors to a majority
of the number of directors or minimum number of directors required by the
articles, and if the Corporation has fewer than three directors, all of
the directors must be present at any meeting of directors to constitute a
quorum for the transaction of business; |
| |
|
| (b) |
Conflict of interest provisions have been added to
reflect amendments to the OBCA prohibiting conflicted directors from
attending any part of a meeting during which the contract or transaction
creating the conflict is discussed; |
| |
|
| (c) |
Indemnity provisions have been added to reflect OBCA
amendments which have broadened the language of indemnity coverage to
include "investigative or other proceedings in which the indemnitee is
involved because of association with the corporation" and which also now
permit Grandview to advance monies to an indemnified individual for costs,
charges and expenses associated with such
proceedings; |
- 9 -
| (d) |
The record date for notice of meetings of shareholders
has been added to reflect OBCA amendments (as a result of this amendment,
the record date shall not precede by more than sixty days nor by less than
thirty days the date on which the meeting is to be held); and |
| |
|
| (e) |
The notice and waiver provisions have been amended to
reflect OBCA amendments that allow for persons to send notices and
consents to waive by electronic means in accordance with the Electronic
Commerce Act, 2000. |
Pursuant to the OBCA, in order to be effective, the
Shareholders are required by ordinary resolution (the "By-law
Resolution"), to confirm the repeal of By-law Number One and the adoption of
the New By-Laws. The form of ordinary resolution to approve the By-law
Resolution to be considered by the Shareholders at the Meeting is as follows:
"BE IT RESOLVED THAT, as an ordinary
resolution of the Shareholders of Grandview Gold Inc. (the
"Corporation"):
| |
1. |
Pursuant to the Business Corporations Act
(Ontario) (the "OBCA"), the repeal of By-Law Number 1 and
By-Law No. 4 and their replacement with By-law No. 1 in the form attached
as Schedule "B" to the Corporation's Information Circular dated October
28, 2011, prepared for the purpose of the annual and special meeting of
shareholders to be held November 28, 2011, is hereby approved, ratified
and confirmed; and |
| |
|
|
| |
2. |
Any one director or officer of the Corporation be and is
hereby authorized to make all such arrangements and do all acts and
things, and to sign and execute all documents and instruments in writing,
whether under the corporate seal of the Corporation or otherwise, as may
be considered necessary or advisable to give full force and effect to the
foregoing." |
To be approved, the above resolution must be passed by a
majority of the votes cast by Shareholders at the Meeting in respect of this
resolution.
STATEMENT OF EXECUTIVE COMPENSATION
The Corporation's Statement of Executive Compensation, in
accordance with the requirements of Form 51-102F6 – Statement of Executive
Compensation, is set forth below, which contains information about the
compensation paid to, or earned by, the Corporation's Chief Executive Officer
and Chief Financial Officer and each of the other three most highly compensated
executive officers of the Corporation earning more than CDN$150,000.00 in total
compensation as at May 31, 2011 (the "Named Executive Officers" or
"NEO's") during the Corporation's last three most recently completed
financial years. Based on the foregoing, Paul Sarjeant, President, CEO and a
director of the Corporation, and Ernest Cleave, Chief Financial Officer of the
Corporation, are the Corporation's only Named Executive Officers as at May 31,
2011.
Compensation Discussion and Analysis
Compensation Review Process
The Corporation has a Compensation Committee (the
"Compensation Committee") but does not retain a compensation consultant.
The Compensation Committee oversees an annual review of director and executive
compensation to ensure development of a compensation strategy that properly
aligns the interests of directors and executives with the long-term interests of
the Corporation and its Shareholders. The Compensation Committee is comprised of
Ken Hight, Ted Nunn and Dr. Michael Hitch.
The Compensation Committee reviews on an annual basis the cash
compensation, performance and overall compensation package for each NEO. It then
submits to the Board recommendations with respect to the basic salary, bonus and
participation in share compensation arrangements for each NEO. After discussing
various factors with both Management and peers in the industry, and receiving
recommendations for bonuses and 2011 salaries for executive officers, the Compensation Committee made its
recommendations to the Board for approval. In conducting its review of
Management’s recommendations, the Compensation Committee was satisfied that all
recommendations complied with the Compensation Committee’s philosophy and
guidelines set forth above.
- 10 -
Objectives of the Compensation Program
The objectives of the Corporation's compensation program are to
attract, hold and inspire performance of members of Management of a quality and
nature that will enhance the sustainable growth of the Corporation.
To determine compensation payable, the Compensation Committee
reviews compensation paid for directors and officers of companies of similar
business, size and stage of development and determine an appropriate
compensation reflecting the need to provide incentive and compensation for the
time and effort expended by the directors and NEO's while taking into account
the financial and other resources of the Corporation.
The annual salaries for NEOs are designed to be comparable to
executive compensation packages for similar positions at companies with similar
financial, operating and industrial characteristics. The NEOs will be paid an
annual salary that also takes into account his or her existing professional
qualifications and experience. The NEOs' performances and salaries are to be
reviewed periodically on the anniversary of their appointment to their
respective officer-ships with the Corporation. Increases in salary are to be
evaluated on an individual basis and are performance and market-based.
The Board is given discretion to determine and adjust, year to
year, the relative weighting of each form of compensation discussed above in a
manner which best measures the success of the Corporation and its NEO's.
Elements of Executive Compensation
The Corporation's executive compensation program is based on
the objectives of: (a) recruiting and retaining the executives critical to the
success of the Corporation; (b) providing fair and competitive compensation; (c)
balancing the interests of Management and Shareholders; and (d) rewarding
performance, on the basis of both individual and corporate performance.
For the financial year ended May 31, 2011, the Corporation's
executive compensation program consisted of the following elements:
| |
(a) |
a base salary, incentive cash bonuses and other
compensation (together, a "Short-Term Incentive"); and |
| |
|
|
| |
(b) |
a long-term equity compensation consisting of stock
options granted under the Corporation's stock incentive plan (each, a
"Long-Term Incentive"). |
The specific rationale and design of each of these elements are
outlined in detail below.
| Element of Compensation
|
Summary and Purpose of Element |
| |
|
| Short-Term Incentive Plan |
|
| |
|
| Base Salary |
Executive annual base salaries are set at a level that is
competitive with compensation for executive officers of peer group oil and
gas companies and having regard to the potential longer term compensation
provided by the Option Plan. Salaries form an essential element of the
Corporation's compensation mix as they are the first base measure to
compare and remain competitive relative to peer groups. Base salaries are
fixed and therefore not subject to uncertainty and are used as the base to
determine other elements of compensation and benefits. The Compensation
Committee and the Board review NEO salaries at least annually. Typically,
the Board, upon recommendation of the Compensation Committee, makes annual
salary adjustments no later than April 15th of each year for the 12 month
period from June 1st to May 31st.
|
- 11 -
| Annual Performance-Based Cash Incentives |
Any bonus paid to the NEO's is entirely within the
discretion of the Board, following consideration by the Compensation
Committee. In making bonus determinations, the Board reviews corporate and
individual performance. |
|
Annual performance-based cash bonuses are a variable
component of compensation designed to reward the Corporation’s executive
officers for maximizing annual operating performance. |
| |
|
| Other Compensation (Perquisites) |
There are currently no other forms of compensation.
|
| |
|
| Long-Term Incentive Plan |
|
| |
|
| Stock Options |
The granting of stock options is a variable component of
compensation intended to reward the NEO's for their success in achieving
sustained, long-term profitability and increases in stock value.
|
|
The executive officers are entitled to participate in the
Option Plan which forms an important element of the Corporations
compensation policies. Options grants are periodically made to recognize
exemplary performance (including in connection with a promotion within the
Corporation) and provide for long-term reward and incentive for increasing
shareholder value and align the interests of the executive officers with
the long- term interests of shareholders. Options may also be granted to
executive officers upon their commencement of service.
|
Base Salary
In determining the base salary of an NEO, the Board's practice
in recent years has been to consider the recommendations made by the
Compensation Committee and then review and summarize these recommendations as
well as the previous year’s remuneration paid to executives with similar titles
at a comparative group of companies in the marketplace. In determining the base
salary to be paid to a particular executive officer, the Board also considers
the particular responsibilities related to the position, the experience level of
the NEO, and his or her past performance at the Corporation.
The Board believes that it is appropriate to establish
compensation levels based in large part on a general consideration against
similar companies, both in terms of compensation practices as well as levels of
compensation. In this way, the Corporation can gauge if its compensation is
competitive in the marketplace for its talent, as well as ensure that the
Corporation's compensation is reasonable. Accordingly, the Board reviews
compensation levels for the Named Executive Officers against compensation levels
of the comparison companies which are identified by the Board.
Annual Performance-Based Cash Incentives
NEO's are eligible for annual cash bonuses, and the Board
considers both corporate and the individual performance of each NEO. There is no
policy currently in place for determining bonuses, and the Board reviews
generally the individual’s impact on maximizing operating performance. In
general the Corporation will consider the following factors, depending on the
relevance of these factors to the particular NEO, when determining potential
bonuses:
| |
(a) |
performance against budget; |
| |
|
|
| |
(b) |
expense control; |
| |
|
|
| |
(c) |
performance factors; and |
| |
|
|
| |
(d) |
other exceptional or unexpected
factors. |
In taking into account the financial performance aspect, it is
recognized that NEO's cannot control certain factors, such as overall market
conditions. When applying the financial performance criteria, the Board
considers factors over which the NEO's can exercise control, such as meeting
budget targets established by the Board at the beginning of each year,
controlling costs, taking successful advantage of business opportunities and
enhancing the competitive and business prospects of the Corporation.
- 12 -
With respect to the financial year ended May 31, 2011, no
bonuses were awarded to any Named Executive Officers.
Other Compensation – Perquisites
With respect to the financial year ended May 31, 2011, no
perquisites were paid for by the Corporation in respect of the NEO’s.
Stock Options
To determine the granting of stock options to its NEO's, the
Committee reviews the matter and makes a recommendation to the Board. The Board
reviews each recommendation and decides whether to accept, reject or alter such
recommendation. The Board considers prior grants, the role of the individual in
the operating performance of the company, and salary and cash bonuses being
paid.
During the financial year ended May 31, 2011, no stock options
were granted to the Named Executive Officers.
Other Long-Term Incentive Plans
The Corporation does not have any other long-term incentive
plans and does not provide retirement benefits to its employees.
Overview of How the Compensation Program Fits with
Compensation Goals
1. Attract, Hold
and Inspire Key Talent
The compensation package meets the goal of attracting, holding
and motivating key talent in a highly competitive mineral exploration
environment through the following elements:
| |
(a) |
A competitive cash compensation program, consisting of
base salary and bonus opportunity, which is generally above similar
opportunities. |
| |
|
|
| |
(b) |
Providing an opportunity to participate in the
Corporation's growth through options. |
2. Alignment of
Interests of NEO's with Interests of the Shareholders
The compensation package meets the goal of aligning the
interests of the NEO's with the interests of Shareholders through the following
elements:
| |
(a) |
Through the grant of stock options, if the price of the
Corporation shares increases over time, both NEO's and Shareholders will
benefit. |
| |
|
|
| |
(b) |
By providing a vesting period on stock awards, NEO's have
an interest in increasing the price of the Corporation's shares over time,
rather than focusing on short-term increases. |
- 13 -
Performance Graph
The following graph compares the yearly percentage change in
the cumulative total shareholder return, assuming an initial investment of $100
in Common Shares on May 31, 2006 against the cumulative total shareholder return
of the S&P/TSX Composite Index for all of the Corporation's most recently
completed financial years since it became a reporting issuer, assuming the
reinvestment of all dividends.
__________________________
Note:
| (1) |
Listed as "GVX" on the Toronto Stock Exchange.
|
Summary Compensation Table
The following tables provide information for the three most
recently completed financial years ended May 31, 2011, 2010 and 2009 regarding
compensation earned by each of the following Named Executive Officers of the
Corporation: (a) Paul Sarjeant, President, CEO and a director of the
Corporation; and (b) Ernest Cleave, Chief Financial Officer of the
Corporation.
The first table outlines the information for the financial
years ended May 31, 2011 and 2010 in accordance with the new Form 51-102F6 and
the second table outlines the information for the financial years ended May 31,
2009 in accordance with Form 51-102F6 which came into force on March 30, 2004,
as amended.
Unless otherwise noted, salaries for the Named Executive
Officers are paid in Canadian dollars.
Financial Years Ended May 31, 2011 and May 31, 2010
Name and
principal
position |
Year |
Salary
($) |
Share-
based
awards
($) |
Option-
based
awards
($) |
Non-equity incentive plan
compensation
($)
|
Pension
Value ($) |
All other
compensati
on
($) |
Total
compensati
on
($) |
Annual
incentive
plans |
Long-term
incentive
plans |
Paul Sarjeant
President, CEO and a Director |
2011
2010 |
150,000
150,000 |
Nil
Nil |
Nil
71,500 |
Nil
Nil |
Nil
Nil |
Nil
Nil |
Nil
10,000 |
150,000
231,500 |
Ernest Cleave
Chief Financial Officer |
2011
2010 |
36,000
36,000 |
Nil
Nil |
Nil
24,750 |
Nil
Nil |
Nil
Nil |
Nil
Nil |
Nil
Nil |
36,000
60,750 |
- 14 -
Financial Year Ended May 31, 2009
| Name and Principal
Position |
Annual Compensation
|
Long-Term Compensation
|
All Other
Compensation
($) |
| Awards
|
Payouts
|
Year |
Salary
($) |
Bonus
($) |
Other
Annual
Compensation
($) |
Securities
Under
Options
Granted
(#)
|
Shares or
Units Subject
to Resale
Restrictions
($) |
LTIP
Payouts
($) |
Paul Sarjeant
President, CEO and a
Director |
2009 |
150,010.00 |
Nil |
Nil |
Nil |
Nil |
N/A |
94,000 |
Ernest Cleave
Chief Financial
Officer |
2009 |
51,794.00 |
Nil |
Nil |
Nil |
Nil |
N/A |
Nil |
Summary Compensation – Narrative Discussion
The Corporation has entered into executive employment
agreements with each of its Named Executive Officers, as described below.
Paul Sarjeant
The Corporation entered into a consulting agreement made
effective as of the 31st day of October, 2006 (the "Sarjeant
Agreement") with Paul Sarjeant and his duly registered sole proprietorship
(the "Consultant"), engaging Mr. Sarjeant to act as President and Chief
Executive Officer of the Corporation. The compensation payable for such services
is a base salary of CDN$150,000.00 per year, payable in monthly payments of
CDN$12,500.00, subject to review by the Board, the payment of business expenses,
the provision of consultant benefits and the awarding of bonuses at the option
and discretion of the Board, to be payable in either cash or Common Shares. The
initial term of the Sarjeant Agreement was three (3) years, subject to
additional one (1) year extensions, and was renewed on October 31, 2009 for a
further two (2) year term.
Ernest Cleave
The Corporation entered into a consulting contract agreement
made as of the 10th day of November, 2005 with Ernest Cleave (the
"Cleave Agreement"), engaging Mr. Cleave to act as Chief Financial
Officer of the Corporation. The compensation payable for such services is a
contract fee of CDN$36,000.00, payable in monthly payments of CDN$3,000.00,
subject to review by the board, and compensation of expenses. The initial term
of the Cleave Agreement was from November 10, 2005 to May 31, 2006, which term
is automatically extended for additional two (2) year terms until otherwise
terminated.
Incentive Plan Awards
The following table provides information regarding the
incentive plan awards for each Named Executive Officer outstanding as of May 31,
2011.
- 15 -
Outstanding Share-Based Awards and Option-Based Awards
Name
and principal
position |
Option-based Awards |
Share-based Awards |
Number
of
securities
underlying
unexercised
options (#) |
Option
exercise price
(C$) |
Option
expiration date |
Value
of
unexercised
in-the-money
options
($) (1) |
Number
of shares
or units of shares
that have not vested
(#) |
Market
or
payout value of
share-based
awards
that have
not vested ($) |
Paul Sarjeant
President, CEO and a Director |
600,000
650,000 |
0.68
0.15 |
September 27, 2012
June 23, 2014 |
Nil
Nil |
Nil
Nil |
Nil
Nil |
Ernest Cleave
Chief Financial Officer |
250,000
225,000 |
0.68
0.15 |
September 27, 2012
June 23, 2014 |
Nil
Nil |
Nil
Nil |
Nil
Nil |
The following table provides information regarding the value
vested or earned of incentive plan awards for the financial year ended May 31,
2011.
Value Vested or Earned During the Financial Year Ended May
31, 2011
Name and principal
position
|
Option-based awards – Value
vested during the year ($)
|
Share-based awards – Value
vested during the year ($)
|
Non-equity incentive plan
compensation – Value earned during
the year ($)
|
Paul Sarjeant
President, CEO and a
Director
|
Nil |
Nil |
Nil |
Ernest Cleave
Chief Financial Officer |
Nil |
Nil |
Nil |
Pension Plan Benefits
The Corporation does not currently provide pension plan
benefits to its Named Executive Officers.
Termination and Change of Control Benefits
The termination and change of control benefits set forth in the
executive employment agreements entered into between the Corporation and each of
its Named Executive Officers are described below.
Paul Sarjeant
The Sarjeant Agreement, described in "Summary Compensation –
Narrative Discussion", above, does not contain any change of control
provisions. The termination provisions are as follows:
| |
(a) |
If the Corporation terminates the Sarjeant Agreement at
will, without cause, the Corporation shall pay to the Consultant within
sixty (60) days of the date of termination a settlement amount equal to
nine (9) months' of the base salary at the rate in effect immediately
prior to the effective date of termination and, to the extent earned, pay
to the Consultant within ten (10) business days of such termination, all
accrued amounts due and owing under the Sarjeant
Agreement; |
- 16 -
| |
(b) |
If the Corporation terminates the Sarjeant Agreement for
cause or if, during the term of the Sarjeant Agreement, Mr. Sarjeant, in
the reasonable judgment of the Board, acting in good faith, becomes
unable, by reason of physical or mental disability, with or without
reasonable accommodation, to adequately perform the duties and obligations
under the Sarjeant Agreement, the Corporation shall pay to the Consultant,
to the extent earned, within ten (10) business days of such termination,
all accrued amounts due and owing under the Sarjeant Agreement; |
| |
|
|
| |
(c) |
If the Consultant terminates the Sarjeant Agreement at
will by giving three (3) months' prior written notice to the Board, the
Corporation shall pay to the Consultant within ten (10) business days of
such termination, all accrued amounts due and owing under the Sarjeant
Agreement |
| |
|
|
| |
(d) |
In the event of dissolution of the Consultant or the
death of Mr. Sarjeant, the Corporation shall pay all accrued amounts due
and owing under the Sarjeant Agreement and such other death benefits that
Mr. Sarjeant's survivors may be entitled to under such plans, programs and
policies maintained by the Corporation; |
| |
|
|
| |
(e) |
In the event of termination of the Sarjeant Agreement
pursuant to paragraphs (b) and (c), above, any stock options held by the
Consultant that have not vested as of the date of such termination shall
be deemed to be terminated and any stock options held by the Consultant
that have vested as of the date of such termination shall remain
exercisable subject to the terms of the stock option plan and/or agreement
pursuant to which said stock options were originally granted; |
| |
|
|
| |
(f) |
In the event of termination of the Sarjeant Agreement
pursuant to paragraphs (a) or (d), above, all unvested stock options held
by the Consultant shall be deemed to have vested as of the effective date
of termination or deemed termination to allow the Consultant (or his
personal representatives) to exercise the options to purchase shares
granted thereby with regard to that number of shares that the Consultant
would have been entitled to purchase had his employment continued for a
period of three (3) months from the effective date of such termination or
deemed termination; and |
| |
|
|
| |
(g) |
In the event that any of the terms of such options set
forth in paragraphs (e) and (f), above, are not ascertainable or in the
event that applicable securities legislation precludes the acceleration of
the vesting dates in the manner described herein, the Corporation agrees
to compensate the Consultant by way of a cash payment, paid within one
hundred twenty (120) days of the effective date of termination of the
Consultant, of that amount of money which the Consultant would have been
entitled to if it had exercised any such options on the effective date of
termination or deemed termination at the applicable exercise price and
sold the securities on the exchange or market where the majority of the
Corporation’s shares are then traded, at a price equal to the average
trading price for the last ten (10) business days preceding the effective
date of termination on which the subject securities were
traded. |
Ernest Cleave
The Cleave Agreement, described in "Summary Compensation –
Narrative Discussion", above, does not contain any change of control
provisions. The termination provisions are as follows:
| |
(a) |
If the Corporation terminates the Cleave Agreement at
will, the Corporation shall pay to Mr. Cleave an amount equal to three (3)
months of the contract fee at the rate in effect at the time of such
termination, payable in one lump sum on the date of termination;
and |
| |
|
|
| |
(b) |
If Mr. Cleave terminates the Cleave Agreement for "good
reason", the Corporation shall pay to Mr. Cleave an amount equal to one
(1) month of the contract fee at the rate in effect at the time of such
termination, payable in one lump sum on the date of termination, where the
term "good reason" means, if, without Mr.
Cleave's consent, there is a material reduction in his duties and
responsibilities, there is a material reduction of the contract fee or the
Corporation breaches any material provision of the Cleave Agreement and such
breach is not remedied within thirty (30) days' notice. |
- 17 -
Estimated Incremental Payment on Change of Control or
Termination
The following table provides details regarding the estimated
incremental payments from the Corporation to each of Paul Sarjeant and Ernest
Cleave upon a change of control or on termination by the Corporation without
cause, assuming a triggering event occurred on May 31, 2011.
NEO and Agreement |
Severance Period
(# of
months) |
Base Salary
(CDN$) |
Total Incremental Payment
(CDN$) |
| Paul Sarjeant – Sarjeant Agreement |
9 |
150,000.00 |
112,500.00 |
| Ernest Cleave – Cleave Agreement |
3 |
36,000.00 |
9,000.00 |
| TOTALS: |
12 |
186,000.00 |
121,500.00 |
Director Compensation
The Corporation has no standard arrangement pursuant to which
directors are compensated for their services as directors, except for the
granting from time to time of incentive stock options in accordance with the
Corporation's 2004 stock option plan. Currently, the directors of the
Corporation do not receive any compensation for attending meetings of the board
of directors or a committee of the board of directors.
Director Compensation Table
The following table provides information regarding compensation
paid to the Corporation's non-executive directors during the financial year
ended May 31, 2011. Information regarding the compensation paid to Paul Sarjeant
during the financial year ended May 31, 2011 (including as a director) is
disclosed in the sections above relating to executive compensation.
Name |
Fees
earned ($) |
Share-based
awards
($) (1) |
Option-based
awards
($) |
Non-equity incentive
plan
compensation
($) |
All other
compensation
($) |
Total
($) |
| D. Richard Brown |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
| Michael Hitch |
Nil |
Nil |
Nil |
Nil |
10,000 |
Nil |
| Peter Born |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
| Ken Hight |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
| Jack Austin |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
| Ted Nunn |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
| TOTALS |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Director Compensation – Narrative Discussion
Incentive Plan Awards
The following table provides information regarding the
incentive plan awards for each non-executive director outstanding as of May 31,
2011. Information regarding the incentive plan awards for Paul Sarjeant during
the financial year ended May 31, 2011 is disclosed in the sections above
relating to executive compensation.
- 18 -
Outstanding Share-Based Awards and Option-Based Awards
Name |
Option-based
Awards |
Share-based
Awards |
Number
of
securities
underlying
unexercised
options (#) |
Option
exercise price
(C$) |
Option
expiration date |
Value
of
unexercised in-
the-money
options
($) |
Number
of shares
or units of shares
that have not vested
(#) |
Market
or
payout value of
share-based
awards
that have
not vested ($) |
D. Richard Brown
|
200,000
450,000 |
0.68
0.15 |
September 27, 2012
June 23, 2014 |
Nil
Nil |
Nil
Nil |
Nil
Nil |
Michael Hitch
|
225,000
450,000 |
0.68
0.15 |
September 27, 2012
June 23, 2014 |
Nil
Nil |
Nil
Nil |
Nil
Nil |
Peter Born
|
150,000
450,000 |
0.68
0.15 |
September 27, 2012
June 23, 2014 |
Nil
Nil |
Nil
Nil |
Nil
Nil |
| Ken Hight |
450,000 |
0.15 |
June 23, 2014 |
Nil |
Nil |
Nil |
| Jack Austin |
450,000 |
0.15 |
June 23, 2014 |
Nil |
Nil |
Nil |
| Ted Nunn |
450,000 |
0.15 |
June 23, 2014 |
Nil |
Nil |
Nil |
Michael Hitch
|
225,000
450,000 |
0.68
0.15 |
September 27, 2012
June 23, 2014 |
Nil
Nil |
Nil
Nil |
Nil
Nil |
The following table provides information regarding the value
vested or earned of incentive plan awards for each non-executive director for
the financial year ended May 31, 2011. Information regarding the value vested or
earned of incentive plan awards for each of Dr. Michael Hitch and Paul Sarjeant
for the financial year ended May 31, 2011 is disclosed in the sections above
relating to executive compensation.
Value Vested or Earned During the Financial Year Ended May
31, 2011
Name |
Option-based awards – Value
vested during the year ($) |
Share-based awards – Value
vested during the year ($) |
Non-equity incentive plan
compensation – Value earned during
the year ($)
|
| D. Richard Brown |
Nil |
Nil |
Nil |
| Michael Hitch |
Nil |
Nil |
Nil |
| Peter Born |
Nil |
Nil |
Nil |
| Ken Hight |
Nil |
Nil |
Nil |
| Jack Austin |
Nil |
Nil |
Nil |
| Ted Nunn |
Nil |
Nil |
Nil |
Retirement Policy for Directors
The Corporation does not have a retirement policy for its
directors.
Directors’ and Officers’ Liability Insurance
The Corporation procured and funded a directors' and officers'
insurance policy with a limit of $2,000,000 liability and carrying $25,000
deductible for an annual premium of $13,000 for the year ended December 21,
2011.
- 19 -
CORPORATE GOVERNANCE
Statement of Corporate Governance
Effective June 30, 2005 National Instrument 58-101 –
Disclosure of Corporate Governance Practices ("NI 58-101") of the
Canadian Securities Administrators was adopted. Pursuant to NI 58-101 an issuer
whose common shares are traded on the TSX and which issuer is seeking proxies
from its security holders for the purposes of electing directors must include in
its management information circular the corporate governance practices which
have been adopted by the issuer as more fully set out in NI 58-101.
Corporate governance refers to the manner in which a board of
directors oversees the management and direction of a corporation. Governance is
not a static issue, and must be judged from time-to-time based on the evolution
of a corporation with respect to its size and the nature or its business, and
upon the changing standards of the community. Not all corporate governance
systems are alike. The Corporation's approach has been developed with respect to
the Corporation's growth and current status. The composition of the Board is
reviewed on an annual basis by the full Board and Management.
In reviewing the issue of corporate governance, the Board has
determined to perform the function as an entire Board. The Board's mandate was
to consider corporate governance matters and make recommendations consistent
with the Corporation's position and size as a junior mining corporation. The
resulting approach to corporate governance adopted by the Board reflects these
recommendations and recognizes the responsibility of the Board for the
stewardship of the Corporation.
The Corporation's approach to corporate governance is set out
in Schedule "A" attached to this Circular. Through regular review
at quarterly meetings, the Board will continue to examine these issues in light
of the Corporation's development in the mineral exploration business. In
addition, and as required by Multilateral Instrument 52-110 – Audit
Committees ("MI 52-110"), the Corporation is required to set out
detailed information concerning its audit committee (the "Audit
Committee") in the Corporation's Annual Information Form which was dated
August 29, 2011 (the "AIF") and as such information concerning the Audit
Committee of the Corporation can be found on pages 39-41 of the AIF and the full
text of the Audit Committee Charter is set out in Schedule "A" of the AIF.
The Board is currently composed of six (7) directors. One (1)
of these directors is a member of Management and six (6) are outside directors
who are unrelated as such term is described in the TSX Guidelines for Corporate
Governance (the "Guidelines").
For the Corporation, the implementation of a detailed system to
address every issue of corporate governance would be an undue strain on the
resources and finances of a junior corporation. In order to address a wide range
of issues of governance more effectively, the board has elected to undertake
three (3) areas of activity through board discussion, consensus or through the
partial assistance of the Board, as follows:
The tasks of appointing and assessing directors, and the
assessment of the effectiveness of the Board, its committees and individual
directors, are carried out by the full Board, rather than by appointed
committees. New directors are given background materials and a review of the
Corporation's development.
| |
a. |
The Board monitors Management on a regular basis. The
annual budget is reviewed regularly by the Board and by the Audit
Committee as a basis to assess performance and progress. This procedure is
favoured over the use of formal mandates which would define limits to
Management's responsibilities, or the use of procedures to approve the
Chief Executive Officer's corporate objectives to ensure the Board can
function independently of Management. However, the Board will consider, on
an ongoing basis, issues concerning the independence of the Board from
Management. |
| |
|
|
| |
b. |
The Board has not adopted a system that would enable an
individual director to engage an advisor at the expense of the Corporation
in appropriate circumstances. At this time, agreement by the Board to any
such retainer, if at the expense of the Corporation, would be
required. |
- 20 -
The Board has appointed a Chairman who is other than the Chief
Executive Officer.
The committees of the Board are comprised primarily of outside
directors and function as set out below.
The Audit Committee meets as required to review the annual and
quarterly financial statements, matters relating to the securities commissions,
investments and transactions that could adversely affect the well-being of the
Corporation and Management's recommendations regarding share issues of the
Corporation. The Audit Committee also establishes and monitors procedures to
reduce conflicts of interest and for reviewing audit and financial matters.
Through meetings with external auditors and senior Management, the Audit
Committee discusses, among other things, the effectiveness of the internal
control procedures established for the Corporation. At all times, at least one
(1) Audit Committee member possesses accounting or related financial expertise,
while the remaining members are, at minimum, possessed of significant experience
in analyzing the financial condition of corporations. The Board has adopted a
charter for the Audit Committee which sets out the responsibilities of the Audit
Committee and provides guidance to Audit Committee members as to their duties
which charter is attached to the Corporation's AIF, as described above. The
Audit Committee of the Corporation currently consists of three (3) members: D.
Richard Brown, Jack Austin and Peter Born. Each of Mr. Brown, Mr. Austin and Dr.
Born all qualify as independent directors and are financially literate as
defined in MI 51-110.
The Compensation Committee reviews compensation practices and
Management succession and approves the remuneration of the Corporation's senior
executives, including the Chief Executive Officer. The Compensation Committee
also monitors the integrity of Management through periodic meetings with the
Chief Executive Officer. The Compensation Committee is currently comprised of
three (3) directors: Ken Height, Ted Nunn and Dr. Michael Hitch. Each of Mr.
Hight, Mr. Nunn and Dr. Hitch qualify as independent directors as defined in MI
52-110.
Finally, although the Guidelines do not emphasize issues of
environmental concern, the Board recognizes its responsibility to ensure that
the Corporation's operations do not result in an adverse impact on the
environment.
The Board remains committed to the ongoing development and
improvement of the Corporation, its systems and in particular corporate
governance. Shareholder feedback is encouraged at all times and commentary is
always welcome. Shareholders are invited to address their comments to the
attention of Chairman.
OTHER MATTERS
Management is not aware of any other business to come before
the Meeting other than as set forth in the Notice of Meeting accompanying this
Information Circular. If any other business properly comes before the Meeting,
it is the intention of the persons named in the Instrument of Proxy to vote the
Common Shares represented thereby in accordance with their best judgment on such
matter.
ADDITIONAL INFORMATION
Additional information relating to the Corporation may be found
on the SEDAR website located at www.sedar.com. Additional financial
information is provided in the Corporation's audited financial statements and
management discussion and analysis for the year ended May, 31, 2011.
Shareholders may contact the Corporation at Grandview Gold Inc., 330 Bay Street,
Suite 820, Toronto, ON M5H 2S8, Attention: Paul Sarjeant to request copies of
the Corporation's financial statements and accompanying management's discussion
and analyses.
GENERAL
Information contained herein is given as of October 28, 2011.
Save for the matters referred to herein, Management knows of no other matters
intended to be brought before the Meeting. However, if any matters, which are
not now known to management of the Corporation, shall properly come before the
Meeting, the Proxy given pursuant to this solicitation by Management will be
voted on such matters in accordance with the best judgment of the person voting
the Proxy, in the event such discretionary authority is provided in the Proxy.
The contents and sending of this Information Circular have been approved by the
Directors of the Corporation.
- 21 -
| |
) |
BY ORDER OF THE BOARD |
| |
) |
|
| |
) |
“Paul Sarjeant” |
| |
) |
|
| |
) |
PAUL SARJEANT, P. GEO |
| |
) |
Director, President and Chief Executive Officer
|
- 22 -
SCHEDULE "A"
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
The following table details the Corporation’s corporate
governance practices and addresses the disclosure requirements set out in Form
58-101F1 - Corporate Governance Disclosure:
| 1.
BOARD OF DIRECTORS |
| Independent Directors |
The Corporation's six independent
directors during the fiscal year-ended May 31, 2011 were: D. Richard
Brown, Ken Hight, Peter Born, Jack Austin, Ted Nunn and Michael Hitch.
|
| Composition of the Board |
For the fiscal year-ended
May 31, 2011, the Board was composed of six (6) independent directors
and one (1) non-independent director. |
| Non-independent directors |
The Corporation's non-independent
director is Paul Sarjeant. Mr. Sarjeant is the President and CEO of
the Corporation. |
| Other directorships |
 |
A - 1
| |
 |
| Board meetings held |
The independent directors
of the Board do not hold meetings at which non-independent directors
and members of management are not in attendance. The Corporation holds
quarterly meetings and other meetings as required, at which the opinion
of the independent directors is sought and duly acted upon for all material
matters related to the Corporation. |
| Chair of the Board |
The Board has an independent
director as the chair of the board. For the fiscal year-ended May 31,
2011, Michael Hitch chaired the meetings of the Board and actively sought
out the views of all directors on all Board matters. |
| Board meeting attendance |
The Board held six (6) meetings
in the fiscal year-ended May 31, 2011. All directors attended all Board
meetings, with the exception of Ted Nunn and Ken Hight, who were each
absent from one meeting. |
| 2. BOARD MANDATE |
| The Board assumes responsibility
for stewardship of the corporation, including overseeing all of the
operation of the business, supervising management and setting milestones
for the Corporation. The Board reviews the statements of responsibilities
for the Corporation including, but not limited to, the code of ethics
and expectations for business conduct.
The Board approves all significant decisions that affect the Corporation
and its subsidiaries and sets specific milestones towards which management
directs their efforts.
The Board ensures, at least annually, that there are long-term goals
and a strategic planning process in place for the Corporation and participates
with Management directly or through its committees in developing and
approving the mission of the business of the Corporation and the strategic
plan by which it proposes to achieve its goals, which strategic plan
takes into account, among other things, the opportunities and risks
of the Corporation's business. The strategic planning process is carried
out at each Board meeting where there are regularly reviewed specific
milestones for the Corporation.
The strategic planning process incorporates identifying the main risks
to the Corporation's objectives and ensuring that mitigation plans are
in place to manage and minimize these risks. The Board also takes responsibility
for identifying the principal risks of the Corporation's business and
for ensuring these risks are effectively monitored and mitigated to
the extent practicable. The Board appoints senior Management. As the
Corporation has grown it has seen that Management has also grown, mitigating
risk with respect to succession planning.
The Corporation adheres to all regulatory requirements with respect
to the timeliness and content of its disclosure. The Board approves
all of the Corporation's major communications, including annual and
quarterly reports and press releases. The CEO or Chair (on behalf of
the Board) authorizes the issuance of news releases. The CEO and the
Chair are generally the only individuals authorized to communicate with
analysts, the news media and investors about information concerning
the Corporation.
The Board and the Audit Committee examine the effectiveness of the Corporation's
internal control processes and information systems. |
A - 2
| The Board as a whole, given
its small size, is involved in developing the Corporation's approach
to corporate governance. The number of scheduled meetings of the Board
varies with circumstances. In addition, special meetings are called
as necessary. The Chair establishes the agenda at each Board meeting
and submits a draft to each director for their review and recommendation
for items for inclusion on the agenda. Each director has the ability
to raise subjects that are not on the agenda at any meeting of the Board.
Meeting agendas and other materials to be reviewed and/or discussed
for action by the Board are distributed to directors in time for review
prior to each meeting.
Board members have full and free access to senior Management and employees
of the Corporation
|
| 3. POSITION DESCRIPTION
|
| Chairman of the Board and Committee Chairs: role
and responsibilities |
The Board does not currently
have a separate written description for the chair. The Board as a whole
is responsible for and is continuing to develop recommendations for
structures and procedures to clearly define the role and responsibilities
of the Chair and the chair of each Board committee. The Chair of the
Board is independent of Management and is responsible for leading the
discussion and ensuring that the Board convenes as often as is required
in order to meet the needs of the Corporation. In addition, the Chair
also meets with the CEO on a regular basis to help with this function.
The Audit Committee has a chair and a charter which charter provides
structure and guidance with respect to the roles of the board, committee
and the chair. In addition, the chair of the Audit Committee is independent
of Management. The Compensation Committee does not have a written description
for the chair. The Chair of the Compensation Committee is independent
from Management and the Compensation Committee is currently reviewing
documentation which would help to better delineate the roles of the
members of the committee. |
| Office of the CEO: role and responsibilities
|
The Board and the CEO have
not developed formal documented position description for the CEO. The
Board is currently of the view that the respective corporate governance
roles of the Board and Management, as represented by the CEO, are clear
and that the limits to Management's responsibility and authority are
well-defined. In order to monitor and ensure that these roles are defined,
the Chairman meets with the CEO and CFO on a regular basis to ensure
that all matters requiring Board review and/or approval are brought
before the Board and that Management is working within the bounds of
their authority. As the Corporation is a junior mining corporation there
are only two senior officer positions and as such the role of the CEO
is broad but the Board believes that as a result of relevant corporate
governance initiatives and the frequent meeting of the Chairman and
the CEO, there is sufficient delineation. |
| 4. ORIENTATION AND CONTINUING EDUCATION |
| New director orientation |
The Corporation does not have
a formal orientation and education program for new directors. However,
new directors are provided with relevant materials with respect to the
Corporation as well as being oriented on relevant corporate issues by
senior management and legal counsel. |
| Continuing education of the board |
The Board currently does not
provide continuing education for its directors. By using a Board composed
of experienced professionals with a wide range of financial, exploration
and mining expertise, the Corporation ensures that the Board operates
effectively and efficiently. Currently, the Board members have access
to and actively consult with legal counsel to the Corporation on various
matters with respect to their duties and
obligations to the Corporation. The Board is currently working to implement
formal policies on a number of corporate governance matters and upon
implementation also plans to provide written information and orientation
with respect to such policies to the Board members. |
A - 3
| 5. ETHICAL BUSINESS CONDUCT |
| Code of ethics |
The Board has not adopted
a written code of ethics and expectations for business conduct for the
directors, officers and employees of the Corporation. |
| Handling non-arm’s length transactions
|
Directors with an interest
in a material transaction are required to declare their interest and
abstain from voting on such transactions. A thorough discussion of the
documentation related to material transaction is required for review
by the Board, particularly independent directors. |
| Culture of ethical conduct |
The Board seeks directors
who have solid track records in spheres ranging from financial to exploration
and mining in order to ensure a culture of ethical business conduct.
|
| 6. NOMINATION OF DIRECTORS |
| Identifying nominees |
All of the Corporation's directors
are involved in the search for new directors. |
| Nominating committee |
The Board does not have a
nominating committee. A new director should have direct experience in
the mining business and significant public company experience. The nominee
must not have a significant conflicting public company association.
Experienced mining directors are currently difficult to source as a
result of the high level of activity in the mining sector. |
| Role and responsibilities of the nominating
committee |
The Board does not have a
nominating committee at the present time. |
| 7. COMPENSATION |
| Determining directors’ and officers’
compensation |
The Board reviews the adequacy
and form of compensation and compares it to other companies of similar
size and stage of development. There is no minimum share ownership requirement
of directors. Director's compensation is in the form of stock options.
The Corporation's compensation committee reviews the amounts and effectiveness
of stock option compensation. |
| Composition of the Compensation Committee |
For the fiscal year-ended
May 31, 2011, the Compensation Committee consisted of three (3) directors:
Ken Hight, Ted Nunn and Michael Hitch. Messrs. Hight, Nunn and Hitch
are independent. |
| Roles and responsibilities of the Compensation
Committee |
The Compensation Committee
convenes at least once annually to review director and officer compensation
and status of stock options. The Compensation Committee also responds
to requests from Management and the Board to review recommendations
of Management for new senior employees and their compensation. The Compensation
Committee has the power to approve and/or amend these recommendations.
|
| Use of a compensation consultant or advisor
|
The Corporation has felt no
need to retain any compensation consultants or advisors at any time
since the beginning of the Corporation's most recently completed financial
year. |
| 8. OTHER BOARD COMMITTEES |
A - 4
| Audit Committee |
The Audit Committee consists of three (3) directors:
D. Richard Brown, Jack Austin and Peter Born. Messrs. Brown, Austin and
Born are independent. |
| Other board committees |
The Corporation does not currently have any
other committees. |
| 9. ASSESSMENTS |
Board and committee effectiveness
|
The Board does not, at present,
have a formal process in place for assessing the effectiveness of the
Board as a whole, its committees or individual directors. The Audit
Committee, as part of their annual review, assesses the effectiveness
of the Board and its independence. The Audit Committee assesses the
adequacy of the information provided, the regular nature of the communication
between the Board and Management and reviews whether Management is following
the mandated strategic direction as set out in the Board's direction
and Management milestones.
The Board assesses the CEO's effectiveness in attaining the Corporation's
corporate objectives, budgets and milestones.
Management and directors communicate with shareholders on an ongoing
basis, and shareholders are regularly consulted on the effectiveness
of Board members and senior staff. |
A - 5
SCHEDULE "B"
BY-LAW NO. 1
A by-law relating generally to the
transaction of the
business and affairs of
GRANDVIEW GOLD INC.
(herein called the "Corporation")
CONTENTS
| 1. |
Interpretation |
| 2. |
Business of the Corporation
|
| 3. |
Directors |
| 4. |
Committees |
| 5. |
Officers |
| 6. |
Protection of Directors, Officers
and Others |
| 7. |
Shares |
| 8. |
Dividends and Rights |
| 9. |
Meetings of Shareholders |
| 10. |
Information Available to
Shareholders |
| 11. |
Divisions and Departments |
| 12. |
Notices |
| 13. |
Borrowing Powers of the Directors
|
| 14. |
Business of the Corporation
|
BE IT ENACTED as a by-law of
the Corporation as follows:
ARTICLE 1
INTERPRETATION
1.1 Definitions
| |
|
In the by-laws of the Corporation, unless the context
otherwise requires: |
| |
|
|
| |
(a) |
"Act" means the Business Corporations Act
(Ontario) and the regulations made pursuant thereto, as from time to
time amended, and every statute that may be substituted therefor and, in
the case of such substitution, any reference in the by-laws of the
Corporation to provisions of the Act shall be read as references to the
substituted provisions therefor in the new statute or statutes; |
| |
|
|
| |
(b) |
"appoint" includes "elect" and vice versa; |
| |
|
|
| |
(c) |
"board" means the board of directors of the
Corporation; |
| |
|
|
| |
(d) |
"by-laws" means this by-law and all other by-laws of the
Corporation from time to time in force and effect; |
| |
|
|
| |
(e) |
"meeting of shareholders" includes an annual meeting of
shareholders and a special meeting of shareholders; "special meeting of
shareholders" includes a meeting of any class or classes of shareholders and a special meeting of
all shareholders entitled to vote at an annual meeting of
shareholders; |
B - 1
| |
(f) |
"non-business day" means Saturday, Sunday and any other
day that is a holiday as defined in the Interpretation Act
(Ontario); |
| |
|
|
| |
(g) |
"recorded address" means in the case of a shareholder his
address as recorded in the securities register; and in the case of joint
shareholders the address appearing in the securities register in respect
of such joint holding or the first address so appearing if there is more
than one; and in the case of a director, officer, auditor or member of a
committee of the board his latest address as recorded in the records of
the Corporation; |
| |
|
|
| |
(h) |
"signing officer" means, in relation to any instrument,
any person authorized to sign the same on behalf of the Corporation by
paragraph 2.2 or by a resolution passed pursuant thereto; |
| |
|
|
| |
(i) |
all terms contained in the by-laws and which are defined
in the Act shall have the meanings given to such terms in the Act;
and |
| |
|
|
| |
(j) |
the singular shall include the plural and the plural
shall include the singular; the masculine shall include the feminine and
neuter genders; and the word "person" shall include, individuals, bodies
corporate, corporations, companies, partnerships, syndicates, trusts,
unincorporated organizations and any number or aggregate of
persons. |
ARTICLE 2
BUSINESS OF THE CORPORATION
2.1
Financial Year
The
financial year of the Corporation shall be as determined by the board from time
to time.
2.2
Execution of Instruments
Contracts,
documents or instruments in writing requiring the signature of the Corporation
may be signed on behalf of the Corporation by any two officers or directors and
instruments in writing so signed shall be binding upon the Corporation without
any further authorization or formality. The board shall have power from time to
time by resolution to appoint any officer or officers or any person or persons
on behalf of the Corporation either to sign contracts, documents and instruments
in writing generally or to sign specific contracts, documents or instruments in
writing.
The
seal of the Corporation may when required be affixed to contracts, documents and
instruments in writing signed as aforesaid or by any officer or officers, person
or persons, appointed as aforesaid by resolution of the board.
The
term "contracts, documents or instruments in writing" as used in this by-law
shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and
assignments of property, real or personal, movable or immovable, agreements,
releases, receipts and discharges for the payment of money or other obligations,
conveyances, transfers and assignments of shares, share warrants, stocks, bonds,
debentures, notes or other securities and all paper writings.
The
signature or signatures of the Chairman of the Board (if any), the Vice-Chairman
of the Board, the Chief Executive Officer, the President, any Executive
Vice-President, or any Vice-President together with any one of the Secretary,
the Chief Financial Officer, the Treasurer, an Assistant Secretary, an Assistant Treasurer or any one of the foregoing officers
together with any one director of the Corporation and/or any other officer or
officers, person or persons, appointed as aforesaid by resolution of the board
may, if specifically authorized by resolution of the directors, be printed,
engraved, lithographed or otherwise mechanically reproduced upon any contracts,
documents or instruments in writing or bonds, debentures, notes or other
securities of the Corporation executed or issued by or on behalf of the.
Corporation and all contracts, documents or instruments in writing or bonds,
debentures, notes or other securities of the Corporation on which the signature
or signatures of any of the foregoing officers or directors or persons
authorized as aforesaid shall be so reproduced pursuant to special authorization
by resolution of the board, shall be deemed to have been manually signed by such
officers or directors or persons whose signature or signatures is or are so
reproduced and shall be as valid to all intents and purposes as if they had been
signed manually and notwithstanding that the officers or directors or persons
whose signature or signatures is or are so reproduced may have ceased to hold
office at the date of the delivery or issue of such contracts, documents or
instruments in writing or bonds, debentures, notes or other securities of the
Corporation.
B - 2
2.3
Banking Arrangements
The
banking business of the Corporation, or any part thereof, including, without
limitation, the borrowing of money and the giving of security therefor, shall be
transacted with such banks, trust companies or other bodies corporate or
organizations as may from time to time be designated by or under the authority
of the board. Such banking business or any part thereof shall be transacted
under such agreements, instructions and delegations of powers as the board may
from time to time by resolution prescribe or authorize.
2.4
Custody of Securities
All
shares and securities owned by the Corporation shall be lodged (in the name of
the Corporation) with a chartered bank or a trust company or in a safety deposit
box or, if so authorized by resolution of the board, with such other
depositaries or in such other manner as may be determined from time to time by
resolution of the board.
All
share certificates, bonds, debentures, notes or other obligations or securities
belonging to the Corporation may be issued or held in the name of a nominee or
nominees of the Corporation (and if issued or held in the names of more than one
nominee shall be held in the names of the nominees jointly with the right of
survivorship) and shall be endorsed in blank with endorsement guaranteed in
order to enable transfer to be completed and registration to be effected.
2.5
Voting Shares and Securities in other Companies
All
of the shares or other securities carrying voting rights of any other body
corporate held from time to time by the Corporation may be voted at any and all
meetings of shareholders, bondholders, debenture holders or holders of other
securities (as the case may be) of such other body corporate and in such manner
and by such person or persons as the board shall from time to time by resolution
determine. The proper signing officers of the Corporation may also from time to
time execute and deliver for and on behalf of the Corporation proxies and/or
arrange for the issuance of voting certificates and/or other evidence of the
right to vote in such names as they may determine without the necessity of a
resolution or other action by the board.
B - 3
ARTICLE 3
DIRECTORS
3.1
Number of Directors and Quorum
The
number of directors of the Corporation shall be the number of directors as
specified in the articles or, where a minimum and maximum number of directors is
provided for in the articles, the number of directors of the Corporation shall
be the number of directors determined from time to time by special resolution
or, if a special resolution empowers the directors to determine the number, the
number of directors determined by resolution of the board. Notwithstanding the
above, the Corporation shall not have fewer than three directors, one-third of
which may not be officers or employees of the Corporation. At least one quarter
(or such other percentage as may be specified in the Act, from time to time) of
the board of directors shall be resident Canadians. The quorum for the
transaction of business at any meeting of the board shall be a majority of the
number of directors or minimum number of directors required by the articles, but
in no case shall a quorum be less than two-fifths of the number of directors or
minimum number of directors, as the case may be.
3.2 Qualification
No
person shall be qualified for election as a director if he is less than 18 years
of age; if he is of unsound mind and has been so found by a court in Canada or
elsewhere; if he is not an individual; or if he has the status of a bankrupt. A
director need not be a shareholder.
3.3
Election and Term
The
election of directors shall take place at the first meeting of shareholders and
at each succeeding annual meeting of shareholders and all the directors then in
office shall retire but, if qualified, shall be eligible for re-election. The
number of directors to be elected at any such meeting shall be the number of
directors as specified in the articles or, if a minimum and maximum number of
directors is provided for in the articles, the number of directors determined by
special resolution or, if the special resolution empowers the directors to
determine the number, the number of directors determined by resolution of the
board. The voting on the election shall be by show of hands unless a ballot is
demanded by any shareholder. If an election of directors is not held at the
proper time, the incumbent directors shall continue in office until their
successors are elected.
3.4
Removal of Directors
Subject
to the provisions of the Act, the shareholders may by ordinary resolution passed
at a meeting specially called for such purpose remove any director from office
and the vacancy created by such removal may be filled at the same meeting
failing which it may be filled by a quorum of the directors.
3.5
Vacancy of Office
A
director ceases to hold office when: (i) he dies; (ii) he is removed from office
by the shareholders; (iii) he ceases to be qualified for election as a director;
or (iv) his written resignation is received by the Corporation provided if a
time subsequent to its date of receipt by the Corporation is specified in such
written resignation the resignation shall become effective at the time so
specified.
3.6
Vacancies
Subject
to the Act, a quorum of the board may fill a vacancy in the board, except a
vacancy resulting from an increase in the number or maximum number of directors
or from a failure of the shareholders to elect the number of directors required
to be elected at any meeting of shareholders. In the absence of a quorum of the
board, or if the vacancy has arisen from a failure of the shareholders to elect
the number of directors required to be elected at any meeting of
shareholders, the directors then in office shall forthwith call a special
meeting of shareholders to fill the vacancy. If the directors then in office
fail to call such meeting or if there are no directors then in office, any
shareholder may call the meeting.
B - 4
3.7
Action by the Board
The
board shall manage or supervise the management of the business and affairs of
the Corporation. The powers of the board may be exercised at a meeting at which
a quorum is present or by resolution in writing signed by all the directors
entitled to vote on that resolution at a meeting of the board. Where there is a
vacancy in the board, the remaining directors may exercise all the powers of the
board so long as a quorum of the board remains in office.
3.8
Meeting by Telephone
If
all the directors of the Corporation present or participating in the meeting
consent, a director may participate in a meeting of the board or of a committee
of the board by means of such telephone, electronic or other communications
facilities as permit all persons participating in the meeting to communicate
with each other simultaneously and instantaneously, and a director participating
in such a meeting by such means is deemed to be present at the meeting. Any such
consent shall be effective whether given before or after the meeting to which it
relates and may be given with respect to all meetings of the board and of
committees of the board held while a director holds office.
3.9
Place of Meetings
Meetings
of the board may be held at any place within or outside Ontario.
3.10 Calling
of Meetings
Subject
to the Act, meetings of the board shall be held from time to time on such day
and at such time and at such place as the board, the Chairman of the Board (if
any), the Chief Executive Officer, the President, the Chief Financial Officer or
any two directors may determine and the Secretary, when directed by the board,
the Chairman of the Board (if any), the Chief Executive Officer, the President,
the Chief Financial Officer or any two directors shall convene a meeting of the
board.
3.11 Notice
of Meeting
Notice
of the date, time and place of each meeting of the board shall be given in the
manner provided in paragraph 12.1 to each director not less than 48 hours
(exclusive of any part of a non-business day) before the time when the meeting
is to be held. A notice of a meeting of directors need not specify the purpose
of or the business to be transacted at the meeting except where the Act requires
such purpose or business to be specified.
A
director may in any manner waive notice of or otherwise consent to a meeting of
the board. Attendance of a director at such a meeting is a waiver of notice of
meeting except where the attendance is for the express purpose of objecting to
the transaction of any business on the ground that the meeting is not lawfully
called.
3.12 First
Meeting of New Board
Provided
a quorum of directors is present, each newly elected board may without notice
hold, its first meeting immediately following the meeting of shareholders at
which such board is elected.
B - 5
3.13
Adjourned Meeting
Notice
of an adjourned meeting of the board is not required if the time and place of
the adjourned meeting is announced at the original meeting.
3.14 Regular
Meetings
The
board may appoint a day or days in any month or months for regular meetings of
the board at a place and hour to be named. A copy of any resolution of the board
fixing the place and time of such regular meetings shall be sent to each
director forthwith after being passed, but no other notice shall be required for
any such regular meeting except where the Act requires the purpose thereof or
the business to be transacted thereat to be specified.
3.15
Chairman
The
chairman of any meeting of the board shall be the first mentioned of such of the
following officers as have been appointed and who is a director and is present
at the meeting: the Chairman of the Board, the President or a Vice-President. If
no such officer is present, the directors present shall choose one of their
number to be chairman.
3.16 Votes
to Govern
At
all meetings of the board every question shall be decided by a majority of the
votes cast on the question. In case of an equality of votes the chairman of the
meeting shall not be entitled to a second or casting vote.
3.17 Conflict of
Interest
A
director or officer of the Corporation who is a party to, is a director or
officer of, or has a material interest in, another person who is a party to, a
material contract or transaction (in either case a "Conflict of Interest
Transaction"), whether proposed or made, with the Corporation shall, in
accordance with the Act, disclose in writing to the Corporation or request to
have entered in the minutes of meetings of the directors or of meetings of
committees of directors, the nature and extent of his interest in the Conflict
of Interest Transaction. Except as permitted by the Act, a director so
interested shall not attend any part of a meeting during which a Conflict of
Interest Transaction is discussed, nor vote on any motion to approve the
Conflict of Interest Transaction. A general notice to the directors by a
director or officer of the Corporation declaring that he is a director or
officer of, or has a material interest in, a person and is to be regarded as
interested in any contract made or transaction entered into with that person is
a sufficient disclosure of interest in relation to any Conflict of Interest
Transaction with that person.
3.18 Effect
of Disclosure
Where
the Corporation enters into a Conflict of Interest Transaction, a director or
officer is not accountable to the Corporation or the shareholders of the
Corporation for any profit or gain realized from the Conflict of Interest
Transaction and the Conflict of Interest Transaction is neither void nor
voidable, by reason only of that relationship (or by reason only that the
director is present at or is counted to determine the presence of a quorum at
the meeting of directors that authorized the Conflict of Interest Transaction),
if the director or officer disclosed his interest therein in the manner
prescribed by the Act, the directors approved the Conflict of Interest
Transaction and the Conflict of Interest Transaction was reasonable and fair to
the Corporation at the time it was approved. Notwithstanding the foregoing, a
director or officer of the Corporation, acting honestly and in good faith, is
not accountable to the Corporation or to the shareholders of the Corporation for
any profit or gain realized from any Conflict of Interest Transaction and the
Conflict of Interest Transaction is not void or voidable by reason only of the
interest of the director or officer of the Corporation therein, if (a) the
Conflict of Interest Transaction was approved or confirmed by special resolution at a meeting of the
shareholders of the Corporation, (b) disclosure of the interest of the director
or officer of the Corporation in the Conflict of Interest Transaction was made
to the shareholders of the Corporation in a manner sufficient to indicate its
nature before the Conflict of Interest Transaction was approved or confirmed,
and (c) the Conflict of Interest Transaction was reasonable and fair to the
Corporation at the time it was approved or confirmed. Nothing in this section
3.18 shall be construed as an affirmative statement that, in any particular
situation or situations, a director or officer of the Corporation shall be
accountable to the Corporation or the shareholders of the Corporation for any
profit or gain realized from a Conflict of Interest Transaction or that a
Conflict of Interest Transaction is void or voidable due to a failure of the
officer or director to comply with the procedures set forth in this section
3.18.
B - 6
3.19
Remuneration and Expenses
The
directors shall be paid such remuneration for their services as the board may
from time to time determine. The directors shall also be entitled to be
reimbursed for traveling and other expenses properly incurred by them in
attending meetings of the shareholders or of the board or any committee thereof
or otherwise in the performance of their duties. Nothing herein contained shall
preclude any director from serving the Corporation in any other capacity and
receiving remuneration therefor.
ARTICLE 4
COMMITTEES
4.1 Committee
of Directors
The
board may appoint a committee of directors, however designated, and delegate to
such committee any of the powers of the board except those which pertain to
items which, under the Act, a committee of directors has no authority to
exercise.
4.2
Transaction of Business
The
powers of a committee of directors may be exercised by a meeting at which a
quorum is present or by resolution in writing signed by all members of such
committee who would have been entitled to vote on that resolution at a meeting
of the committee. Meetings of such committee may be held at any place within or
outside Ontario.
4.3 Audit
Committee
The
board shall elect annually from among its number an audit committee to be
composed of not fewer than three directors of whom a majority shall not be
officers or employees of the Corporation or its affiliates, subject to the
restrictions imposed by applicable legislation. The audit committee shall have
the powers and duties provided in the Act, and such other applicable
legislation.
4.4
Advisory Committees
The
board may from time to time appoint such other committees as it may deem
advisable, but the functions of any such other committees shall be advisory
only.
4.5
Procedure
Unless
otherwise determined by the board, each committee shall have power to fix its
quorum at not less than a majority of its members, to elect its chairman and to
regulate its procedure.
B - 7
ARTICLE 5
OFFICERS
5.1 Appointment
The
Chairman of the Board may, but need not be, an officer of the Corporation. The
board may from time to time appoint a Chairman of the Board, a Chief Executive
Officer, a President, one or more Vice-Presidents (to which title may be added
words indicating seniority or function), a Secretary, a Chief Financial Officer,
a Treasurer and such other officers as the board may determine, including one or
more assistants to any of the officers so appointed. The board may specify the
duties of and, in accordance with this by-law and subject to the provisions of
the Act, delegate to such officers powers to manage the business and affairs of
the Corporation. An officer may but need not be a director and one person may
hold more than one office. All officers shall sign such contracts, documents, or
instruments in writing as require their respective signatures. In the case of
the absence or inability to act of any officer or for any other reason that the
board may deem sufficient, the board may delegate all or any of the powers of
such officer to any other officer or to any director for the time being.
5.2 Chairman
of the Board
The
Chairman of the Board, if appointed, shall be a director and shall, when
present, preside at all meetings of the board and committees of the board. The
Chairman of the Board shall be vested with and may exercise such powers and
shall perform such other duties as may from time to time be assigned to him by
the board. During the absence or disability of the Chairman of the Board, his
duties shall be performed and his powers exercised by the Chief Executive
Officer. The board of directors may determine that the chairman of the board
shall not be an officer of the Corporation and shall act solely in a
non-executive capacity. A non-executive Chairman of the Board shall possess and
exercise such authority and powers and perform such duties as may be determined
by the by-laws and the board of directors.
5.3
President
The
President shall, and unless and until the board designates any other officer of
the Corporation to be the Chief Executive Officer of the Corporation, be the
Chief Executive Officer and, subject to the authority of the board, shall have
general supervision of the business and affairs of the Corporation and such
other powers and duties as the board may specify. The President shall be vested
with and may exercise all the powers and shall perform all the duties of the
Chairman of the Board if none be appointed or if the Chairman of the Board is
absent or unable or refuses to act.
5.4
Vice-President
Each
Vice-President shall have such powers and duties as the board or the President
may specify. The Vice-President or, if more than one, the Vice-President
designated from time to time by the board or by the President, shall be vested
with all the powers and shall perform all the duties of the President in the
absence or inability or refusal to act of the President, provided, however, that
a Vice-President who is not a director shall not preside as chairman at any
meeting of the board and that a Vice-President who is not a director and
shareholder shall not preside as chairman at any meeting of shareholders.
5.5
Secretary
The
Secretary shall give or cause to be given as and when instructed, all notices to
shareholders, directors, officers, auditors and members of committees of the
board; he shall be the custodian of the stamp or mechanical device generally
used for affixing the corporate seal of the Corporation and all books, papers,
records, documents and instruments belonging to the Corporation, except when some other officer or agent has been appointed for
that purpose; and he shall have such other powers and duties as the board may
specify.
B - 8
5.6 Chief
Financial Officer
The
Chief Financial Officer shall keep proper accounting records in compliance with
the Act and shall be responsible for the deposit of money, the safekeeping of
securities and the disbursement of the funds of the Corporation; he shall render
to the board whenever required an account of all his transactions as Chief
Financial Officer and of the financial position of the Corporation; and he shall
have such other powers and duties as the board may specify.
5.7
Powers and Duties of Other Officers
The
powers and duties of all other officers shall be such as the terms of their
engagement call for or as the board may specify. Any of the powers and duties of
an officer to whom an assistant has been appointed may be exercised and
performed by such assistant, unless the board otherwise directs.
5.8
Variation of Powers and Duties
The
board may from time to time and subject to the provisions of the Act, vary, add
to or limit the powers and duties of any officer.
5.9
Term of Office
The
board, in its discretion, may remove any officer of the Corporation, with or
without cause, without prejudice to such officer's rights under any employment
contract. Otherwise each officer appointed by the board shall hold office until
his successor is appointed or until the earlier of his resignation or death.
5.10 Terms
of Employment and Remuneration
The
terms of employment and the remuneration of an officer appointed by the board
shall be settled by it from time to time. The fact that any officer or employee
is a director or shareholder of the Corporation shall not disqualify him from
receiving such remuneration as may be so determined.
5.11
Conflict of Interest
An
officer shall disclose his interest in any material contract or transaction or
proposed material contract or transaction with the Corporation in accordance
with paragraph 3.17.
5.12 Agents
and Attorneys
The
board shall have power from time to time to appoint agents or attorneys for the
Corporation in or outside Canada with such powers of management or otherwise
(including the powers to subdelegate) as may be thought fit.
5.13
Fidelity Bonds
The
board may require such officers, employees and agents of the Corporation as the
board deems advisable to furnish bonds for the faithful discharge of their
powers and duties, in such form and with such surety as the board may from time
to time determine but no director shall be liable for failure to require any
such bond or for the insufficiency of any such bond or for any loss by reason of
the failure of the Corporation to receive any indemnity thereby provided.
B - 9
ARTICLE 6
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
6.1
Submission of Contracts or Transactions to Shareholders for Approval
The
board in its discretion may submit any contract, act or transaction for
approval, ratification or confirmation at any meeting of the shareholders called
for the purpose of considering the same and any contract, act or transaction
that shall be approved, ratified or confirmed by a resolution passed by a
majority of the votes cast at any such meeting (unless any different or
additional requirement is imposed by the Act or by the Corporation's articles or
any other by-law) shall be as valid and as binding upon the Corporation and upon
all the shareholders as though it had been approved, ratified or confirmed by
every shareholder of the Corporation.
6.2
For the Protection of Directors and Officers
In
supplement of and not by way of limitation upon any rights conferred upon
directors by the provisions of the Act, it is declared that no director shall be
disqualified by his office from, or vacate his office by reason of, holding any
office or place of profit under the Corporation or under any body corporate in
which the Corporation shall be a shareholder or by reason of being otherwise in
any way directly or indirectly interested or contracting with the Corporation
either as vendor, purchaser or otherwise or being concerned in any contract or
arrangement made or proposed to be entered into with the Corporation in which he
is in any way directly or indirectly interested either as vendor, purchaser or
otherwise nor shall any director be liable to account to the Corporation or any
of its shareholders or creditors for any profit arising from any such office or
place of profit; and, subject to the provisions of the Act, no contract or
arrangement entered into by or on behalf of the Corporation in which any
director shall be in any way directly or indirectly interested shall be avoided
or voidable and no director shall be liable to account to the Corporation or any
of its shareholders or creditors for any profit realized by or from any such
contract or arrangement by reason of the fiduciary relationship existing or
established thereby. Subject to the provisions of the Act and to paragraph 3.17,
no director shall be obliged to make any declaration of interest or refrain from
voting in respect of a contract or proposed contract with the Corporation in
which such director is in any way directly or indirectly interested.
6.3
Limitation of Liability
Except
as otherwise provided in the Act, no director or officer for the time being of
the Corporation shall be liable for the acts, receipts, neglects or defaults of
any other director or officer or employee or for joining in any receipt or act
for conformity or for any loss, damage or expense happening to the Corporation
through the insufficiency or deficiency of title to any property acquired by the
Corporation or for or on behalf of the Corporation or for the insufficiency or
deficiency of any security in or upon which any of the moneys of or belonging to
the Corporation shall be placed out or invested or for any loss or damage
arising from the bankruptcy, insolvency or tortious act of any persons, firm or
corporation including any person, firm or corporation with whom or which any
moneys, securities or effects shall be lodged or deposited for any loss,
conversion, misapplication or misappropriation of or any damage resulting from
any dealings with any moneys, securities or other assets belonging to the
Corporation or for any other loss, damage or misfortune whatever which may
happen in the execution of the duties of his respective office or trust or in
relation thereto unless the same shall happen by or through his failure to
exercise the powers and to discharge the duties of his office honestly, in good
faith and in the best interests of the Corporation and in connection therewith
to exercise the degree of care, diligence and skill that a reasonably prudent
person would exercise in comparable circumstances. The directors for the time
being of the Corporation shall not be under any duty or responsibility in
respect of any contract, act or transaction whether or not made, done or entered
into in the name or on behalf of the Corporation, except such as shall have been
submitted to and authorized or approved by the board. If any director or officer
of the Corporation shall be employed by or shall perform services for the
Corporation otherwise than as a director or officer or shall be a member of a
firm or a shareholder, director or officer of a company which is employed by or performs services for the Corporation, the fact
of his being a director or officer of the Corporation shall not disentitle such
director or officer or such firm or company, as the case may be, from receiving
proper remuneration for such services.
B - 10
6.4
Indemnity
Subject
to the limitations contained in the Act, the Corporation shall indemnify and
hold harmless a director or officer, a former director or officer, or an
individual who acts or acted at the request of the Corporation as a director or
officer or in a similar capacity of another entity, and each of their respective
heirs and personal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by them in respect of any civil, criminal, administrative,
investigative or other proceeding to which the individual is made a party by
reason of being or having been a director or officer of the Corporation or at
the request of the Corporation as a director or officer, or in similar capacity,
of another entity, if:
| |
(a) |
such individual acted honestly and in good faith with a
view to the best interests of the Corporation or, as the case may be, to
the best interests of the other entity for which such individual acted as
director or officer, or in a similar capacity, at the request of the
Corporation; and |
| |
|
|
| |
(b) |
in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, such individual had
reasonable grounds for believing that his conduct was
lawful. |
The
Corporation shall advance moneys to a director, officer or other individual for
the costs, charges and expenses of any proceeding referred to in this section
6.4 of this by-law. The individual shall repay the moneys to the Corporation if
the individual does not fulfill the relevant conditions specified in the Act.
The Corporation shall also indemnify such individual in such other circumstances
as the Act permits or requires. Nothing in this by-law shall limit the right of
any person entitled to indemnity to claim indemnity apart from the provisions of
this by-law.
6.5
Insurance
The
Corporation may purchase and maintain insurance for the benefit of any person
referred to in paragraph 6.4 against such liabilities and in such amounts as the
board may from time to time determine and are permitted by the Act.
ARTICLE 7
SHARES
7.1
Allotment
The
board may from time to time allot or grant options to purchase the whole or any
part of the authorized and unissued shares of the Corporation at such times and
to such persons and for such consideration as the board shall determine,
provided that no share shall be issued until it is fully paid as provided by the
Act.
7.2
Commissions
The
board may from time to time authorize the Corporation to pay a reasonable
commission to any person in consideration of his purchasing or agreeing to
purchase shares of the Corporation, whether from the Corporation or from any
other person, or procuring or agreeing to procure purchasers for any such
shares.
B - 11
7.3
Registration of Transfers
Subject
to the provisions of the Act, no transfer of shares shall be registered in a
securities register except upon presentation of the certificate representing
such shares with an endorsement which complies with the Act made thereon or
delivered therewith duly executed by an 'appropriate person as provided by the
Act, together with such reasonable assurance that the endorsement is genuine and
effective as the board may from time to time prescribe, upon payment of all
applicable taxes and any fees prescribed by the board, upon compliance with such
restrictions on transfer as are authorized by the articles.
7.4
Transfer Agents and Registrars
The
board may from time to time appoint one or more agents to maintain, in respect
of each class of securities of the Corporation issued by it in registered form,
a securities register and one or more branch securities registers. Such a person
may be designated as transfer agent and registrar according to his functions and
one person may be designated both registrar and transfer agent. The board may at
any time terminate such appointment.
7.5
Non-recognition of Trusts
Subject
to the provisions of the Act, the Corporation may treat as absolute owner of any
share the person in whose name the share is registered in the securities
register as if that person had full legal capacity and authority to exercise all
rights of ownership, irrespective of any indication to the contrary through
knowledge or notice or description in the Corporation's records or on the share
certificate.
7.6 Share
Certificates
Every
holder of one or more shares of the Corporation shall be entitled, at his
option, to a share certificate, or to a non-transferable written acknowledgement
of his right to obtain a share certificate, stating the number and class or
series of shares held by him as shown on the securities register. Share
certificates and acknowledgements of a shareholder's right to a share
certificate, respectively, shall be in such form as the board shall from time to
time approve. Any share certificate shall be signed in accordance with paragraph
2.2 and need not be under the corporate seal; provided that, unless the board
otherwise determines, certificates representing shares in respect of which a
transfer agent and/or registrar has been appointed shall not be valid unless
countersigned by or on behalf of such transfer agent and/or registrar. The
signature of one of the signing officers or, in the case of share certificates
which are not valid unless countersigned by or on behalf of a transfer agent
and/or registrar, the signatures of both signing officers, may be printed or
mechanically reproduced in facsimile upon share certificates and every such
facsimile signature shall for all purposes be deemed to be the signature of the
officer whose signature it reproduces and shall be binding upon the Corporation.
A share certificate executed as aforesaid shall be valid notwithstanding that
one or both of the officers whose facsimile signature appears thereon no longer
holds office at the date of issue of the certificate.
7.7
Replacement of Share Certificates
The
board or any officer or agent designated by the board may in its or his
discretion direct the issue of a new share certificate in lieu of and upon
cancellation of a share certificate that has been mutilated or in substitution
for a share certificate claimed to have been lost, destroyed or wrongfully taken
on payment of such fee, not exceeding $5.00, and on such terms as to indemnity,
reimbursement of expenses and evidence of loss and of title as the board or any
duly appointed transfer agent may from time to time prescribe, whether generally
or in any particular case.
B - 12
7.8
Joint Shareholders
If
two or more persons are registered as joint holders of any share, the
Corporation shall not be bound to issue more than one certificate in respect
thereof, and delivery of such certificate to one of such persons shall be
sufficient delivery to all of them. Any one of such persons may give effectual
receipts for the certificate issued in respect thereof or for any dividend,
bonus, return of capital or other money payable or warrant issuable in respect
of such shares.
7.9
Deceased Shareholders
In
the event of the death of a holder, or of one of the joint holders, of any
share, the Corporation shall not be required to make any entry in the securities
register in respect thereof or to make payment of any dividends thereon except
upon production of all such documents as may be required by law and upon
compliance with the reasonable requirements of the Corporation and its transfer
agents.
ARTICLE 8
DIVIDENDS AND RIGHTS
8.1
Dividends
Subject
to the provisions of the Act, the board may from time to time declare dividends
payable to the shareholders according to their respective rights and interest in
the Corporation. Dividends may be paid in money or property or by issuing fully
paid shares of the Corporation.
8.2
Dividend Cheques
A
dividend payable in cash shall be paid by cheque drawn on the Corporation's
bankers or one of them to the order of each registered holder of shares of the
class or series in respect of which it has been declared and mailed by prepaid
ordinary mail to such registered holder at his recorded address, unless such
holder otherwise directs. In the case of joint holders the cheque shall, unless
such joint holders otherwise direct, be made payable to the order of all of such
joint holders and mailed to them at their recorded address. The mailing of such
cheque as aforesaid, unless the same is not paid on due presentation, shall
satisfy and discharge the liability for the dividend to the extent of the sum
represented thereby plus the amount of any tax which the Corporation is required
to and does withhold.
8.3
Non-receipt of Payment
In
the event' of non-receipt of any dividend cheque by the person to whom it is
sent as aforesaid, the Corporation shall issue to such person a replacement
cheque for a like amount on such terms as to indemnity, reimbursement of
expenses and evidence of non-receipt and of title as the board may from time to
time prescribe, whether generally or in any particular case.
B - 13
8.4 Record
Date for Dividends and Rights
The
board may fix in advance a date, preceding by not more than 50 days the date for
the payment of any dividend or the date -for the issue of any warrant or other
evidence of the right to subscribe for securities of the Corporation, as al
record date for the determination of the persons entitled to receive payment of
such dividend or to exercise the right to subscribe for such securities, and
notice of any such record date shall be given not less than seven days before
such record date in the manner provided by the Act. If no record date is so
fixed, the record date for the determination of the persons entitled to receive
payment of any dividend or to exercise the right to subscribe for securities of
the Corporation shall be at the close of business on the day on which the
resolution relating to such dividend or right to subscribe is passed by the
board.
8.5 Unclaimed
Dividends
Any
dividend unclaimed after a period of six years from the date on which the same
has been declared to be payable shall be forfeited and shall revert to the
Corporation.
ARTICLE 9
MEETINGS OF SHAREHOLDERS
9.1 Annual
Meetings
The
annual meeting of shareholders shall be held at such time in each year as the
board, the Chairman of the Board (if any), The Chief Executive Officer, or the
President may from time to time determine, for the purpose of considering the
financial statements and reports required by the Act to be placed before the
annual meeting, electing directors, appointing an auditor and for the
transaction of such other business as may properly be brought before the
meeting.
9.2
Special Meetings
The
board, the Chairman of the Board (if any) or the President shall have power to
call a special meeting of shareholders at any time.
9.3
Place of Meetings
Meetings
of shareholders shall be held at such place in or outside Ontario as the board
shall so determine.
9.4 Notice
of Meetings
Notice
of the time and place of each meeting of shareholders shall be given in the
manner provided in paragraph 12.1 not less than 21 days nor more than 50 days
before the date of the meeting or as otherwise prescribed by applicable laws, to
each director, to the auditor and to each shareholder who at the close of
business on the record date for notice is entered in the securities register as
the holder of one or more shares carrying the right to vote at the meeting.
Notice of a meeting of shareholders called for any purpose other than
consideration of the financial statements and auditors report, election of
directors and reappointment of the incumbent auditor shall state or be
accompanied by a statement of the nature of such business in sufficient detail
to permit the shareholder to form a reasoned judgment thereon and the text of
any special resolution or by-law to be submitted to the meeting. A shareholder
and any other person entitled to attend a meeting of shareholders may in any
manner waive notice of or otherwise consent to a meeting of shareholders.
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9.5
List of Shareholders Entitled to Notice
For
every meeting of shareholders, the Corporation shall prepare a list of
shareholders entitled to receive notice of the meeting, arranged in alphabetical
order and showing the number of shares held by each shareholder entitled to vote
at the meeting. If a record date for the meeting is fixed pursuant to paragraph
9.6, the shareholders listed shall be those registered at the close of business
on such record date. If no record date is fixed, the shareholders listed shall
be those registered at the close of business on the day immediately preceding
the day on which notice of the meeting is given, or where no such notice is
given, the day on which the meeting is held. The list shall be available for
examination by any shareholder during usual business hours at the registered
office of the Corporation or at the place where the central securities register
is maintained and at the meeting for which the list was prepared.
9.6
Record Date for Notice
The
board may fix in advance a date, preceding the date of any meeting of
shareholders by not more than 60 days and not less than 30 days, or as otherwise
prescribed by applicable laws, as a record date for the determination of the
shareholders entitled to notice of the meeting, provided that notice of any such
record date shall be given not less than seven days before such record date by
newspaper advertisement in the manner provided in the Act and by written notice
to each stock exchange on which its shares are traded. If no record date is so
fixed, the record date for the determination of the shareholders entitled to
notice of the meeting shall be at the close of business on the day immediately
preceding the day on which the notice is given or, if no notice is given, the
day on which the meeting is held.
9.7
Meetings without Notice
A
meeting of shareholders may be held without notice at any time and place
permitted by the Act
| |
(i) |
if all the shareholders entitled to vote thereat are
present in person or represented by proxy waive notice of or otherwise
consent to such meeting being held, and |
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|
|
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(ii) |
if the auditor and the directors are present or waive
notice of or otherwise consent to such meeting being held, so long as such
shareholders, auditor and directors present are not attending for the
express purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully called. At such a meeting any
business may be transacted which the Corporation at a meeting of
shareholders may transact. If the meeting is held at a place outside
Canada, shareholders not present or represented by proxy, but who have
waived notice of or otherwise consented to such meeting, shall also be
deemed to have consented to the meeting being held at such
place. |
9.8 Chairman,
Secretary and Scrutineers
The
chairman of any meeting of shareholders shall be the first mentioned of such of
the following officers as have been appointed and who is present at the meeting:
the Chief Executive Officer, the President or a Vice-President who is a director
and a shareholder. If no such officer is present within 15 minutes from the time
fixed for holding the meeting, the persons present and entitled to vote shall
choose one of their number to be chairman. If the Secretary of the Corporation
is absent, the chairman shall appoint some person, who need not be a
shareholder, to act as secretary of the meeting. If desired, one or more
scrutineers, who need not be shareholders, may be appointed by a resolution or
by the chairman with the consent of the meeting.
B - 15
9.9
Persons Entitled to be Present
The
only persons entitled to be present at a meeting of shareholders shall be those
entitled to vote thereat, the directors and the auditor of the Corporation and
others who, although not entitled to vote are entitled or required under any
provision of the Act or the articles or the by-laws to be present at the
meeting. Any other person may be admitted only on the invitation of the chairman
of the meeting or with the consent of the meeting.
9.10 Quorum
A
quorum for the transaction of business at any meeting of shareholders shall be 2
persons present in person, each being a shareholder entitled to vote thereat, or
a duly appointed proxy or proxyholder for an absent shareholder so entitled,
holding or representing in the aggregate not less than 10% of the issued shares
of the Corporation enjoying voting rights at such meeting.
9.11 Right to
Vote
Subject
to the provisions of the Act as to authorized representatives of any other body
corporate or association, at any meeting of shareholders for which the
Corporation has prepared the list referred to in paragraph 9.5, every person who
is named in such list shall be entitled to vote the shares shown opposite his
name. At any meeting of shareholders for which the Corporation has not prepared
the list referred to in paragraph 9.5, every person shall be entitled to vote at
the meeting who at the time is entered in the securities register as the holder
of one or more shares carrying the right to vote at such meeting.
9.12 Proxies
Shareholders
of the Corporation shall be entitled to vote in person or, if the shareholder is
a body corporate, association or other unincorporated entity, by a
representative authorized by a resolution of the directors of such body
corporate, association or other unincorporated entity. association or other
unincorporated entity, entitled to vote at a meeting of shareholders may by
means of a proxy appoint a proxyholder or alternate proxyholder, who need not be
a shareholder of the Corporation, as the nominee thereof to attend and act at
the meeting in the manner, to the extent and with the authority conferred by the
proxy. Signatures on instruments of proxy need not be witnessed and may be
printed, lithographed or otherwise reproduced thereon. The chairman of any
meeting of shareholders shall determine the authenticity of all signatures on
instruments of proxy, which determination shall be final and conclusive. The
chairman of any meeting of shareholders, including any adjournment thereof, may
also in his discretion, unless otherwise determined by resolution of the
directors, accept any telecopied, telegraphed, telexed, cabled or emailed proxy
or other communication as to the authority of anyone claiming to vote on behalf
of, or to represent, a shareholder of the Corporation notwithstanding that no
instrument of proxy conferring such authority has been lodged with the
Corporation and any votes cast in accordance with such telecopied, telegraphed,
telexed, cabled or e-mailed proxy or other communication accepted by the
chairman shall be valid and any votes cast in accordance therewith shall be
counted. An instrument of proxy may be signed and delivered in blank and filled
in afterwards by the chairman of the board, the president, the secretary or any
assistant-secretary of the Corporation or by any other person designated by the
directors. It shall not be necessary for an instrument of proxy to be dated or
to have inserted therein the number of shares of the Corporation owned by the
appointor thereunder. The directors may, at the expense of the Corporation, send
out an instrument of proxy in which certain directors or officers of the
Corporation or other persons are named, which may be accompanied by stamped
envelopes for the return of such instruments of proxy, even if the directors so
named vote the proxies in favour of their own election as directors. The
directors may specify in the notice calling a meeting of the shareholders of the
Corporation a time, not exceeding 48 hours (excluding Saturdays and holidays)
preceding the time fixed for the meeting or any adjournment thereof, before
which proxies must be deposited with the Corporation or an agent thereof. Unless
otherwise determined by the chairman of the meeting, an instrument of proxy
shall be acted upon only if, prior to the time so specified, it shall have
been deposited with the Corporation or an agent thereof specified in such notice
or, where no such time is specified in such notice, if it has been received by
the secretary or another officer of the Corporation or the chairman of the
meeting or any adjournment thereof before the time of voting on the particular
matter. An instrument of proxy shall cease to be valid one year from the date
thereof.
B - 16
9.13 Revocation of
Proxies
In
addition to revocation in any other manner permitted by law, an instrument of
proxy may be revoked by an instrument in writing signed in the same manner as an
instrument of proxy may be signed and deposited either at the registered office
of the Corporation at any time up to and including the last day (excluding
Saturdays and holidays) preceding the date of the meeting of shareholders or any
adjournment thereof at which the instrument of proxy is to be used or with the
chairman of such meeting or any adjournment thereof before the time of voting on
the particular matter.
9.14 Time for
Deposit of Proxies
The
board may by resolution specify in a notice calling a meeting of shareholders a
time, preceding the time of such meeting or an adjournment thereof by not more
than 48 hours exclusive of any part of a non-business day, before which time
proxies to be used at such meeting must be deposited. A proxy shall be acted
upon only if, prior to the time so specified, it shall have been deposited with
the Corporation or an agent thereof specified in such notice or, if no such time
is specified in such notice, only if it has been received by the Secretary of
the Corporation or by the chairman of the meeting or any adjournment thereof
prior to the time of voting.
9.15 Joint
Shareholders
If
two or more persons hold shares jointly, any one of them present in person or
represented by proxy at a meeting of shareholders may, in the absence of the
other or others, vote the shares; but if two or more of those persons .are
present in person or represented by proxy and vote, they shall vote as one the
shares jointly held by them.
9.16 Votes to
Govern
At
any meeting of shareholders every question shall, unless otherwise required by
the articles or by-laws or by law, be determined by a majority of the votes cast
on the question. In case of an equality of votes either upon a show of hands or
upon a poll, the chairman of the meeting shall not be entitled to a second or
casting vote.
9.17 Show of
Hands
Subject
to the provisions of the Act, any question at a meeting of shareholders shall be
decided by a show of hands unless a ballot thereon is required or demanded as
hereinafter provided. Upon a show of hands every person who is present and
entitled to vote shall have one vote. Whenever a vote by show of hands shall
have been taken upon a question, unless a ballot thereon is so required or
demanded, a declaration by the chairman of the meeting that the vote upon the
question has been carried or carried by a particular majority or not carried and
an entry to that effect in the minutes of the meeting shall be prima facie
evidence of the fact without proof of the number or proportion of the votes
recorded in favour of or against any resolution or other proceeding in respect
of the said question, and the result of the vote so taken shall be the decision
of the shareholders upon the said question.
B - 17
9.18 Ballots
On
any question proposed for consideration at a meeting of shareholders, and
whether or not a vote by show of hands has been taken thereon, any shareholder
or proxyholder entitled to vote at the meeting may require or demand a ballot. A
ballot so required or demanded shall be taken in such manner as the chairman
shall direct. A requirement or demand for a ballot may be withdrawn at any time
prior to the taking of the ballot. If a ballot is taken each person present
shall be entitled, in respect of the shares which he is entitled to vote at the
meeting upon the question, to that number of votes provided by the Act or the
articles, and the result of the ballot so taken shall be the decision of the
shareholders upon the said question.
9.19 Termination,
Adjournment and Postponement
The
chairman of a meeting of shareholders may terminate the meeting following the
conclusion of all business which may properly come before the meeting. A meeting
of shareholders may be adjourned only upon the affirmative vote of a majority of
the votes cast in respect of the shares present or represented in person or by
proxy at the meeting. Any business may be brought before or dealt with at any
adjourned meeting which may have been brought up or dealt with at the original
meeting. If a meeting of shareholders is adjourned by one or more adjournments
for an aggregate of less than 30 days, it is not necessary to give notice of the
resumption of the meeting if the time and place for resuming the meeting are
announced at the meeting which is adjourned. The directors may postpone any
meeting of shareholders previously called by the directors. If a meeting of
shareholders is adjourned by one or more adjournments for an aggregate of 30
days or more, notice of the resumption of the meeting shall be given in
accordance with the Act.
9.20 Procedure at
Meetings
The
chairman of any meeting of shareholders shall determine the procedure thereat in
all respects and his decision on all matters or things, including but without in
any way limiting the generality of the foregoing, any question regarding the
validity or invalidity of any instrument of proxy or ballot, shall be conclusive
and binding upon all of the shareholders of the Corporation, except as otherwise
specifically provided in the by-laws of the Corporation.
9.21
One-Shareholder Meeting
Where
all of the outstanding shares of any class or series of shares of the
Corporation are held by one shareholder, that shareholder present in person or
by proxyholder or by authorized representative shall constitute a meeting of the
holders of that class or series of shares of the Corporation.
9.22 Meetings by
Telephonic, Electronic or Other Communication Facility
Meetings
of shareholders may be held entirely by means of a telephonic, electronic or
other communication facility that permits all participants to communicate
adequately with each other during the meeting if so determined by the directors
or by the shareholders who called the particular meeting of shareholders. Any
person entitled to attend a meeting of shareholders may participate in such a
meeting by means of a telephonic, electronic or other communication facility
that permits all participants to communicate adequately with each other if the
Corporation makes available such a communication facility and any person
participating in a meeting by such means shall be deemed to be present at the
meeting. Any vote at such a meeting may, but is not required to, be held
entirely by means of a telephonic, electronic or other communication facility
that the Corporation has made available for that purpose.
9.23 Resolution in
Writing
A
resolution in writing signed by all the shareholders entitled to vote on that
resolution at a meeting of shareholders is as valid as if it had been passed at
a meeting of the shareholders unless a written statement with respect to the subject matter of the
resolution is submitted by a director or the auditor in accordance with the Act.
B - 18
ARTICLE 10
INFORMATION AVAILABLE TO SHAREHOLDERS
10.1 Information
Available to Shareholders
Except
as provided by the Act, no shareholder shall be entitled to discovery of any
information respecting any details or conduct of the Corporation’s business
which in the opinion of the directors it would be inexpedient in the interests
of the Corporation to communicate to the public.
10.2 Directors'
Determination
The
directors may from time to time, subject to the rights conferred by the Act,
determine whether and to what extent and at what time and place and under what
conditions or regulations the documents, books and registers and accounting
records of the Corporation or any of them shall be open to the inspection of
shareholders and no shareholder shall have any right to inspect any document or
book or register or accounting record of the Corporation except as conferred by
statute or authorized by the board or by a resolution of the shareholders in
general meeting.
ARTICLE 11
DIVISIONS AND DEPARTMENTS
11.1 Creation and
Consolidation of Divisions
The
board may cause the business and operations of the Corporation or any part
thereof to be divided or to be segregated into one or more divisions upon such
basis, including without limitation, character or type of operation,
geographical territory, product manufactured or service rendered, as the board
may consider appropriate in each case. The board may also cause the business and
operations of any such division to be further divided into sub-units and the
business and operations or any such divisions or sub-units to be consolidated
upon such basis as the board may consider appropriate in each case.
11.2 Name of
Division
Any
division or its sub-units may be designated by such name as the board may from
time to time determine and may transact business under such name, provided that
the Corporation shall set out its name in legible characters in all contracts,
invoices, negotiable instruments and orders for goods or services issued or made
by or on behalf of the Corporation.
11.3 Officers of
Division
From
time to time the board or, if authorized by the board, the Chief Executive
Officer, may appoint one or more officers for any division, prescribe their
powers and duties and settle their terms of employment and remuneration. The
board or, if authorized by the board, the Chief Executive Officer, may remove at
its or his pleasure any officer so appointed, without prejudice to such
officer's rights under any employment contract. Officers of divisions or their
sub-units shall not, as such, be officers of the Corporation.
B - 19
ARTICLE 12
NOTICES
12.1 Method of Giving
Notices
Any
notice (which term includes any communication or document) to be given (which
term includes sent, delivered or served) pursuant to the' Act, the regulations
thereunder, the articles, the bylaws or otherwise to a shareholder, director,
officer, auditor or member of a committee of the board shall be sufficiently
given if delivered personally to the person to whom it is to be given or if
delivered to his recorded address or if mailed to him at his recorded address by
prepaid mail or if sent to him at his recorded address by any means of prepaid
transmitted or, recorded communication. A notice so delivered shall be deemed to
have been given when it is delivered personally or to the recorded address as
aforesaid; a notice so mailed shall be deemed to have been given when deposited
in a post office or public letter box and shall be deemed to have been received
on the fifth day after so depositing; and a notice so sent by any means of
transmitted or recorded communication shall be deemed to have been given when
dispatched or delivered to the appropriate communication company or agency or
its representative for dispatch. The Secretary may change or cause to be changed
the recorded address of any shareholder, director, officer, auditor or member of
a committee of the board in accordance with any information believed by him to
be reliable.
12.2 Signature to
Notices
The
signature of any director or officer of the Corporation to any notice or
document to be given by the Corporation may be written, stamped, typewritten or
printed or partly written, stamped, typewritten or printed.
12.3 Proof of
Service
A
certificate of the Chairman of the Board (if any), the President, a Vice-
President, the Secretary or the Treasurer or of any other officer of the
Corporation in office at the time of the making of the certificate or of a
transfer officer of any transfer agent or branch transfer agent of shares of any
class of the Corporation as to the facts in relation to the mailing or delivery
of any notice or other document to any shareholder, director, officer or auditor
or publication of any notice or other document shall be conclusive evidence
thereof and shall be binding on every shareholder, director, officer or auditor
of the Corporation as the case may be.
12.4 Notice to
Joint Shareholders
All
notices with respect to shares registered in more than one name shall, if more
than one address appears on the records of the Corporation in respect of such
joint holdings, be given to all of such joint shareholders at the first address
so appearing, and notice so given shall be sufficient notice to the holders of
such shares.
12.5 Computation
of Time
In
computing the date when notice must be given under any provision requiring a
specified number of days notice of any meeting or other event both the date of
giving the notice and the date of the meeting or other event shall be excluded.
B - 20
12.6 Undelivered
Notices
If
any notice given to a shareholder pursuant to paragraph 12.1 is returned on
three consecutive occasions because he cannot be found, the Corporation shall
not be required to give any further notices to such shareholder until he informs
the Corporation in writing of his new address.
12.7 Omissions and
Errors
The
accidental omission to give any notice to any shareholder, director, officer,
auditor or member of a committee of the board or the non-receipt of any notice
by any such person or any error in any notice not affecting the substance
thereof shall not invalidate any action taken at any meeting held pursuant to
such notice or otherwise found thereon.
12.8 Deceased
Shareholders
Any
notice or other document delivered or sent by post or left at the address of any
shareholder as the same appears in the records of the Corporation shall,
notwithstanding that such shareholder be then deceased, and whether or not the
Corporation has notice of his decease, be deemed to have been duly served in
respect of the shares held by such shareholder (whether held solely or with any
person or persons) until some other person be entered in his stead in the
records of the Corporation as the holder or one of the holders thereof and such
service shall for all purposes be deemed a sufficient service of such notice or
document on his heirs, executors or administrators and on all persons, if any,
interested with him in such shares.
12.9 Persons
Entitled by Death or Operation of Law
Every
person who, by operation of law, transfer, death of a shareholder or any other
means whatsoever, shall become entitled to any share, shall be bound by every
notice in respect of such share which shall, have been duly given to the
shareholder from whom he derives his title to such share prior to his name and
address being entered on the securities register (whether such notice was given
before or after the happening of the event upon which he became so entitled) and
prior to his furnishing to the Corporation the proof of authority or evidence of
his entitlement prescribed by the Act.
12.10 Waiver of
Notice
Any
shareholder (or his duly appointed proxyholder), director, officer, auditor or
member of a committee of the board may at any time waive any notice, or waive or
abridge the time for any notice, required to be given to him under any provision
of the Act, the regulations thereunder, the articles, the bylaws or otherwise
and such waiver or abridgement, whether given before or after the meeting or
other event of which notice is required to be given shall cure any default in
the giving or in the time of such notice, as the case may be. Any such waiver or
abridgement shall be in writing except a waiver of notice of a meeting of
shareholders or of the board or of a committee of the board which may be given
in any manner.
ARTICLE 13
BORROWING POWERS OF THE DIRECTORS
13.1 Borrowing
Power.
Without
limiting the borrowing powers of the Corporation as set forth in the Act, but
subject to the provisions of the Act, the board may from time to time, without
authorization of the shareholders:
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(a) |
borrow money on the credit of the
Corporation; |
B - 21
| |
(b) |
issue, reissue, sell or pledge debt obligations of the
Corporation; |
| |
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|
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(c) |
give guarantees on behalf of the Corporation to secure
performance of an obligation of any person; and |
| |
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(d) |
mortgage, hypothecate, pledge or otherwise create a
security interest in all or any property of the Corporation owned or
subsequently acquired, to secure any obligation of the
Corporation. |
13.2 The directors
may from time to time authorize any director or directors, officer or officers,
employee of the Corporation or other person or persons, whether connected with
the Corporation or not, to make arrangements with reference to the monies
borrowed or to be borrowed as aforesaid and as to the terms and conditions of
the loan thereof and as to the securities to be given therefor, with power to
vary or modify such arrangements, terms and conditions and to give such
additional debt obligations for any monies borrowed or remaining due by the
Corporation as the directors of the Corporation may authorize and generally to
manage, transact and settle the borrowing of money by the Corporation.
13.3 The directors
may from time to time authorize any director or directors, officer or officers,
employee of the Corporation or other person or persons, whether connected with
the Corporation or not, to sign, execute and give on behalf of the Corporation
all documents, agreements and promises necessary or desirable for the purposes
aforesaid and to draw, make, accept, endorse, execute and issue cheques,
promissory notes, bills of exchange, bills of lading and other negotiable or
transferable instruments and the same and all renewals thereof or substitutions
therefor so signed shall be binding upon the Corporation.
13.4 The words
"debt obligations" as used in this Section 13 mean bonds, debentures,
notes or other similar obligations or guarantees of such an obligation, whether
secured or unsecured.
ARTICLE 14
BUSINESS OF THE CORPORATION
14.1 Registered
Office.
The
registered office of the Corporation shall be in the municipality or geographic
township specified in its Articles, and at such place therein as the directors
of the Corporation may from time to time by resolution determine.
14.2 Corporate
Seal.
The
corporate seal of the Corporation, if any, shall be such seal as the directors
of the Corporation may from time to time by resolution adopt.
14.3 Banking
Arrangements.
The
banking business of the Corporation or any part thereof shall be transacted with
such chartered banks, trust companies or other financial institutions as the
board may by resolution from time to time determine.
Cheques
on the bank accounts, drafts drawn or accepted by the Corporation, promissory
notes given by it, acceptances, bills of exchange, orders for the payment of
money and other instruments of a like nature may be made, signed, drawn,
accepted or endorsed, as the case may be, by such officer or officers, person or
persons as the board of directors may by resolution from time to time name for
that purpose.
B - 22
Cheques,
promissory notes, bills of exchange, orders for the payment of money and other
negotiable paper may be endorsed for deposit to the credit of the Corporation’s
bank account by such officer or officers, person or persons, as the board of
directors may by resolution from time to time name for that purpose, or they may
be endorsed for such deposit by means of a stamp bearing the Corporation’s name.
14.4 Execution of
Instruments.
Any
instruments in writing may be signed in the name of and on behalf of the
Corporation by two persons, one of whom holds the office of Chairman of the
Board, Chief Executive Officer, President, Vice-President or director and the
other of whom holds one of the said offices or the office of Secretary, Chief
Financial Officer or Treasurer and any instrument in writing so signed shall be
binding upon the Corporation without any further authorization or formality. In
the event that the Corporation has only one officer and director, that person
alone may sign any instruments in writing in the name of and on behalf of the
Corporation. The board of directors shall have power from time to time by
resolution to appoint any one officer or director or any other officer or
officers or any person or persons on behalf of the Corporation either to sign
instruments in writing generally or to sign specific instruments in writing. The
corporate seal, if any, may be affixed to any instruments in writing on the
authority of any of the persons named in this section.
The
term "instruments in writing" as used herein shall, without limiting the
generality thereof, include contracts, documents, deeds, mortgages, hypothecs,
charges, security interests, conveyances, transfers and assignments of property
(real or personal, immovable or movable), agreements, tenders, releases,
proxies, receipts and discharges for the payment of money or other obligations,
conveyances, transfers and assignments of shares, stocks, bonds, debentures or
other securities and all paper writings.
14.5
Investments.
In particular, without limiting the generality of the foregoing, execution as
provided in Section 14.4 hereof shall be adequate to sell, assign, transfer,
exchange, convert or convey any securities, rights and warrants.
14.6 Voting
Securities in Other Companies.
All
securities carrying voting rights in any other body corporate held from time to
time by the Corporation may be voted at all meetings of holders of such
securities in such manner and by such person or persons as the board of the
Corporation from time to time determines. In the absence of action by the board,
the proper signing officers of the Corporation may also from time to time
execute and deliver for and on behalf of the Corporation instruments of proxy
and arrange for the issuance of voting certificates and other evidence of right
to vote in such names as they may determine.
14.7
Solicitors.
Either
the Chief Executive Officer, President or Chief Financial Officer shall have
power from time to time to instruct solicitors to institute or defend actions or
other legal proceedings for the Corporation without any specific resolution or
retainer or instructions from the board provided, however, that the board may
give instructions superseding or varying such instructions.
14.8 Custody of
Securities.
The
directors may from time to time by resolution provide for the deposit and
custody of securities of the Corporation.
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All
share certificates, bonds, debentures, debenture stock certificates, notes or
other obligations or securities belonging to the Corporation, may be issued or
held in the name of a nominee or nominees of the Corporation (and if issued or
held in the name of more than one nominee shall be held in the names of the
nominees jointly with right of survivorship) and may be endorsed in blank with
endorsement guaranteed in order to enable transfers to be completed and
registration to be effected.
14.9 Charging
Assets.
The
board may from time to time charge, hypothecate, mortgage or pledge any or all
of the assets of the Corporation not only by means of bonds and debentures by
way of fixed charge or charges or by way of floating charge or charges, but also
by any other instrument or instruments for the purposes of securing any past or
existing or new or future liability direct or indirect of the Corporation or for
the purpose of securing any bonds, debentures or other securities or liabilities
of the Corporation or of any other body corporate.
14.10 Invalidity of Any
Provisions of this By-Law.
The
invalidity or unenforceability of any provision of this by-law shall not affect
the validity or enforceability of the remaining provisions of this by-law.
14.11 Fiscal
Year.
The
fiscal year of the Corporation shall terminate on such day in each year as is
from time to time established by the board of directors.
ARTICLE 15
EFFECTIVE DATE
15.1 Effective
date.
This
by-law shall come into force on the date of the resolution of the shareholders
making this by-law a by-law of the Corporation.
15.2 Registered
Office.
All
previous by-laws of the Corporation are repealed as of the coming into force of
this by-law. Such repeal shall not affect the previous operations of any by-law
so repealed or affect the validity of any act done or right, privilege,
obligation or liability acquired or incurred under, or the validity of any
contract or agreement made pursuant to, or the validity of any articles or
predecessor charter documents of the Corporation obtained pursuant to, any such
by-law prior to its repeal. All officers and persons acting under any by-law so
repealed shall continue to act as if appointed under the provisions of this
by-law and all resolutions of the shareholders or the directors or a committee
of the directors with continuing effect passed under any repealed by-law shall
continue good and valid except to the extent inconsistent with this by-law and
until amended or repealed.
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