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Blok Technologies Inc. — AGM Information 2020
Feb 14, 2020
47200_rns_2020-02-14_dd89ed3b-eb23-4e08-9702-5a535a08aa32.pdf
AGM Information
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BLOK TECHNOLOGIES INC. (FORMERLY AIDA MINERALS CORP.)
Notice of Meeting
and
Information Circular
in respect of an
ANNUAL GENERAL MEETING OF SHAREHOLDERS
to be held on March 9, 2020
INFORMATION CIRCULAR Dated: February 3, 2020
This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters referred to in this Information Circular, you should immediately contact your advisor.
BLOK TECHNOLOGIES INC. (FORMERLY AIDA MINERALS CORP.) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the 2018 and 2019 Annual General Meetings (the "Meeting") of the holders of common shares of BLOK Technologies INC. (the "Company") will be held on Thursday, March 9, 2020, at the hour of 9:00 a.m. (Pacific time), at 400-837 West Hastings, Vancouver, British Columbia, for the following purposes:
-
- to approve the delay and postponement of the 2018 annual general meeting to the date of the Meeting;
-
- to approve the delay and postponement of the 2019 annual general meeting to the date of the Meeting;
2018 Annual General Meeting
-
- to ratify the election of the directors of the Company for the 2018 annual general meeting;
-
- to receive the audited consolidated financialstatements oftheCompany forthe year endedDecember 31, 2017 and the report of the auditors thereon;
-
- to set the number of directors at three (3) and to ratify the election of the directors of the Company for the 2018 annual general meeting;
-
- to ratify the appointment of Manning Elliot LLP as the auditors and the authorize of the directors to fix the auditors' remuneration for the period covered by the 2018 annual general meeting; and,
-
- to transact such other business as may properly come before the Meeting or any adjournment thereof;
2019 Annual General Meeting
-
- to receive the audited consolidated financialstatements oftheCompany forthe years endedDecember 31, 2017, and December 31, 2018 and the report of the auditors thereon;
-
- to set the number of directors and three (3) and to elect the directors of the Company for the ensuing year;
-
- to ratify all acts of the directors of the Company from January 12, 2018 being the date of the 2017 Annual General Meeting, to the date of the Meeting;
-
- to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution authorizing the adoption by the Company of the current stock option plan, including the reservation for issuance under the current stock option plan at any time of a maximum of 10% of the issued and outstanding shares of the Company;
-
- to appoint DMCL Chartered Accountants as auditors for the Company for the ensuing financial year and to authorize the directors to fix their remuneration; and,
-
- to transact such other business as may properly come before the Meeting or any adjournment thereof.
The accompanying management information circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Annual General Meeting.
The Company's board of directors has fixed February 3, 2020, as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.
If you are a registered shareholder of the Company and unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with the Company's transfer agent,
TSX Trust Company (the "Transfer Agent"), at their offices located at 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1, or by fax within North America at 1-416-595-9593 by 9:00 AM (Pacific time) on March 5, 2020, or at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of Ontario) before the time and date of any adjournment or postponement thereof.
If you are a non-registered shareholder of the Company and received this Notice of Annual General Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirementsavings plan,retirementincome fund, education savings plan orothersimilar self-administered savings orinvestment plan registered under the Income Tax Act(Canada), or a nominee of any of the foregoing or any other person that holds your security on your behalf (the "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.
DATED at Vancouver, British Columbia, this 3rd day of February, 2020.
BY ORDER OF THE BOARD OF DIRECTORS
Yours truly, (signed) Jamie Hyland Jamie Hyland President and CEO
BLOK TECHNOLOGIES INC.
(FORMERLY AIDA MINERALS CORP.)
INFORMATION CIRCULAR
For the Annual General Meeting of Shareholders to be held on March 9, 2020 (containing information as at February 3, 2020, unless otherwise indicated)
SOLICITATION OF PROXIES
This Information Circular (the "Circular") is furnished in connection with the solicitation of proxies by the management (the "Management") of BLOK Technologies Inc. (the "Company"), for use at the Annual General Meetings (the "Meeting") of the shareholders (the "Shareholders") of the Company to be held on Thursday March 9, 2020 at the time and location and for the purposes set forth in the accompanying notice of meeting (the "Notice") and at any adjournmentthereof.
PERSONS MAKING THE SOLICITATION
The enclosed form of proxy is solicited by Management. Solicitations will be made by mail and possibly supplemented by telephone or other personal contact to be made without special compensation by regular officers and employees of the Company. The Company may reimburse shareholders' nominees or agents (including brokers holding shares on behalf of clients) for the cost incurred in obtaining authorization from their principals to execute the proxy. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company. None of the directors of the Company have advised that they intend to oppose any action intended to be taken by Management as set forth in this Circular.
APPOINTMENT AND REVOCATION OF PROXIES
The persons named as proxy nominees (the "Designated Persons") in the enclosed instrument of proxy (the "Proxy") are directors and/or officers of the Company, or persons designated by them.
A Shareholder has the right to appoint a person or corporation (who need not be a Shareholder) to attend and represent the Shareholder at the Meeting other than the Designated Persons. To exercise this right, a Shareholder shallstrike out the printed names of the Designated Persons in the Proxy and insert the name of its proxy nominee in the blank space provided in the Proxy, or complete another valid instrument of proxy. Such Shareholder should notify its proxy nominee of the appointment, obtain the proxy nominee's consent to act as proxy nominee and provide instructions to its proxy nominee on how the Shareholder's common shares should be voted. The proxy nominee should bring personal identification to the Meeting.
EXECUTION AND DELIVERY OF PROXY
An instrument of proxy will not be valid unless signed and dated by the Shareholder giving it or that Shareholder's attorney-in-fact duly authorized in writing, or, in the case of a corporation,signed and dated by an officer or attorney-in-fact duly authorized in writing for the corporate Shareholder. If an instrument of proxy is executed by an attorney-in-fact, or by an officer or attorney-in-fact for a corporate Shareholder, the instrument so empowering the attorney-in-fact or officer, as the case may be, or a notarially certified copy thereof, should accompany the instrument of proxy.
An instrument of proxy will not be valid unless deposited with the Company's registrar and transfer agent, TSX TrustCompany (the "Transfer Agent"), at its officeslocated at 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1, or by fax within North America to 1-416-595-9593, at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of Ontario) prior to the scheduled time of the Meeting, or any adjournment or postponementthereof.
VOTING OF PROXY
If instructions asto voting indicated in a Proxy are certain, the common sharesrepresented by a Proxy will be voted or withheld from voting by the Designated Persons in accordance with the instructions of the Shareholder on any ballot that may be called for, and if the Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. In the absence of certain instructions in a Proxy or other instrument of proxy, it is intended that the common shares represented thereby will be voted in favour of the motions proposed to be made at the Meeting as stated in the Notice and in this Circular.
The Proxy, when properly signed and delivered, confers discretionary authority upon the proxy nominee with respect to any amendments or variationsto the matters identified in the Notice or in this Circular or any other matters which may properly come before the Meeting. At the date of this Circular, Management is not aware of any such amendments, variations or other matters. If, however, any amendments, variations or other matters should properly come before the Meeting, such discretionary authority conferred by a Proxy will be exercised in accordance with the best judgment of the Designated Persons on such matters.
In the case of abstentions from, or withholding of, the voting of common shares on any matter, the common sharesthat are the subject of the abstention or withholding will be counted for determination of a quorum, but will not be counted as affirmative or negative on the matter to be voted upon.
REVOCATION OF PROXY
A Shareholder who has given an instrument of proxy may revoke it at any time before it is exercised. The revocation of an instrument of proxy does not affect any matter on which a vote has been taken prior to such revocation.
In addition to revocation in any other manner permitted by law, an instrument of proxy may be revoked by an instrument in writing (i) signed by the Shareholder or that Shareholder's attorney-in-fact duly authorized in writing, or, in the case of a corporation,signed by an officer or attorney-in-fact duly authorized in writing for the corporate Shareholder; and (ii) delivered either to the Transfer Agent at the address/fax number set forth above at any time up to and including the last business day preceding the day of the Meeting or any adjournment or postponement thereof, or to the Chair of the Meeting on the day of the Meeting and prior to the commencement thereof or, in the case of any adjournment or postponement, prior to the reconvening thereof.
An instrument of proxy will also automatically be revoked by either (i) attendance at the Meeting and participation in a poll(ballot) by the Shareholder, or(ii)submission of a subsequent proxy in accordance with the foregoing procedures.
ADVICE TO BENEFICIAL SHAREHOLDERS
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 sharesin their own name (referred to herein as a "Beneficial Shareholder")should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of common shares (a "Registered Shareholder") can be recognized and acted upon at the Meeting.
If common shares are listed in an accountstatement provided to a Shareholder by a broker or another intermediary then in almost all cases those common shares will not be registered in the name of the Shareholder on the records ofthe Company, butin the name ofthat broker or intermediary or an agent of the broker or intermediary. In Canada, the vast majority of such common shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms and banks) and in the United States, under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depository for many United States brokerage firms and banks).
Beneficial Shareholders should ensure that instructions respecting the voting of their common shares are communicated to the appropriate person well in advance of the Meeting. Applicable regulatory policies require intermediaries and brokers to seek voting instructions from Beneficial Shareholders in advance ofshareholdermeetings. Every intermediary and broker hasits ownmailing procedures and provides its own return instructionsto clients, which should be carefully followed by Beneficial Shareholdersin order to ensure that their common shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker or intermediary or an agent of that broker or intermediary is often similar to the Proxy provided to Registered Shareholders by the Company. Its purpose, however, is limited to instructing the Registered Shareholder (the broker or intermediary or an agent of that broker or intermediary) on how to vote on behalf of the Beneficial Shareholder.
The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions,Inc.("Broadridge"). Broadridge typically applies a specialstickerto proxy forms, mails those forms to the Beneficial Shareholders, and asks those Beneficial Shareholders to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of the common shares to be represented at the Meeting. A Beneficial Shareholder receiving a Broadridge proxy form cannot use that proxy form to vote common shares directly at the Meeting. The proxy form must be returned to Broadridge or the alternative voting procedures must be completed well in advance of the Meeting in order to ensure such common shares are voted at the Meeting.
Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting common sharesregistered in the name of his broker or intermediary (or agent of that broker or intermediary), a Beneficial Shareholder may attend at the Meeting as proxy holder for the Registered Shareholder and vote their common sharesin that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their common shares as proxy holder for the Registered Shareholder should contact their broker, intermediary or other agent or nominee holder well in advance of the Meeting for instructions.
These security holder materials are being sent to both registered and non-registered owners of the common shares of the Company. If you are a non-registered owner and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings ofsecurities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. In this event, by choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for(i) delivering these materialsto you; and (ii) executing your proper voting instructions. Please return your voting instructions asspecified in the request for voting instructions.
All references to Shareholders in this Circular and the Proxy are to Registered Shareholders unless specifically stated otherwise.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No person who has been a director or an officer of the Company at any time since the beginning of its last completed financial year or any proposed nominee for election as a director, or any associate of any such director or officer, has any material interest, direct or indirect, by way of beneficial ownership ofsecurities or otherwise, in any matter to be acted upon at the Meeting other than the election of directors and the appointment of auditors, except as generally disclosed in this Circular or otherwise particularly described in the disclosure for a matter to be acted upon.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company has determined February 3, 2020 as the record date (the "Record Date") for purposes of determining the persons entitled to notice of and to vote at the Meeting. The authorized share capital of the Company consists of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value. As at the close of business on the Record Date, there were 87,384,302 common shares issued and outstanding.
Each common share carries, on any poll at the Meeting, one vote. Only registered holders of common shares as at the close of business on the Record Date will be entitled to receive notice of and to vote their common sharesso shown on the register of the Company as at the close of business on the Record Date, at the Meeting. See also "Advice to Beneficial Shareholders", above.
To the knowledge oftheCompany's directors and executive officers, no person or company beneficially owns or exercises control or direction over, directly or indirectly, common shares carrying 10% or more of the voting rights attached to the outstanding common shares of the Company on the Record Date.
STATEMENT OF EXECUTIVE COMPENSATION
Unless otherwise noted the following information is for the Company's last completed financial years ended December 31, 2017 and December 31, 2018.
For the purpose of this Circular:
"compensation securities" includesstock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries (if any) for services provided or to be provided, directly or indirectly to the Company or any of its subsidiaries (if any);
A Named Executive Officer ("NEO") of the Company means each of the following individuals:
- (a) a chief executive officer ("CEO") of the Company;
- (b) a chief financial officer ("CFO") of the Company; and
- (c) each of the Company's three most highly compensated executive officers, or individuals acting in a similar capacity, other than the CEO and CFO, at the end of, or during, the most recently completed financial year if their individual total compensation was more than \$150,000 for that financial year, including individuals who would be an NEO under this paragraph but for the fact that he or she was not acting in such capacity at the end of the financial year.
As of the fiscal year ended December 31, 2017, the Company had four NEOs, namely (i) Mr. James Hyland who serves as interim CEO of the Company (ii) Mr. David Alexander who serves as CFO of the Company. (iii) Mr. Robert Tolbert who served as the President and CEO, and (iv) Mr. Donald Gordon who served as former CFO.
As of the fiscal year ended December 31, 2018, the Company had four NEOs, namely (i) Mr. Robert Dawson who serves as CEO of the Company (ii) Mr. Yari Nieken who serves as interim CFO of the Company (iii) Mr. Jamie Hyland who served as CEO of the Company and (iv) Mr. David Alexander who served as CFO of the Company.
All dollar amounts referenced herein are Canadian Dollars unless otherwise specified.
Compensation Discussion and Analysis
Philosophy and Objectives
The compensation program for the senior management of the Company is designed to ensure that the level and form of compensation achieves certain objectives, including:
- to attract and retain highly qualifiedmanagement;
- to align executive compensation with shareholders'interests;
- to focus performance by linking incentive compensation to the achievement of business objectives and financial results; and
- to encourage retention of key executives for leadershipsuccession.
TheCompany's executive compensation programcomprisesthree elements: base salary, bonusincentives and equity participation. The compensation program is designed to pay for performance. Employees, including senior executives, are rewarded for the achievement of annual operating and financial goals, progress in executing the Company's long-term growth strategy and delivering strong total shareholder return performance.
The Company reviews industry compensation information and compares its level of overall compensation with those of comparable sized infrastructure development and construction companies. Generally, the Companytargetsbasemanagementfees atlevels approximating those holdingsimilar positionsin comparably sized companies in the industry and hopes to achieve competitive compensation levels through the fixed and variable components.
The Company's total compensation mix places a significant portion of the executive's compensation at risk and relies heavily on the award of stock options. The design takes into account individual and corporate performance.Compensation practices, including the mix of base managementfees,short-term incentives and long-termincentives, are regularly assessed to ensure they are competitive,take account ofthe externalmarket trends and support the Company's long-term growth strategies. Due to the early stage of the Company's development programs, the flexibility to quickly increase or decrease appropriate human resourcesis critical. Accordingly, the Company does not enter into long-term commitments with its officers.
The Board has not conducted a formal evaluation of the implications of the risks associated with the Company's compensation policies. Risk management is a consideration of the Board when implementing its compensation policies and the Board does not believe that the Company's compensation policies result in unnecessary or inappropriate risk taking including risksthat are likely to have a material adverse effect on the Company.
Role of the Compensation Committee
The Compensation Committee will ensure that the Company has an executive compensation plan that is both motivational and competitive so that it will attract, hold and inspire performance by executive officers of a quality and nature that will enhance the sustainable profitability and growth of the Company. The Compensation Committee will review and recommend the compensation philosophy and guidelines for the Company which include reviewing compensation for executive officers for recommendation to the Board.
The Compensation Committee will review, on an annual basis, the cash compensation, performance and overall compensation package for each executive officer. It will then submit its recommendations to the Board with respect to the basic salary, bonus, and participation in share compensation arrangements for each executive officer.
Composition of the Compensation Committee
As of December 31, 2018, the Company did not have a Compensation Committee. After the Meeting, the Board will be appointing new members to the Compensation Committee. In making these appointments, the Board will consider those individuals who are well-qualified to serve on the Compensation Committee given the expertise they have accrued in their business careers.
Director and NEO Compensation, Excluding Compensation Securities
The following table sets forth all annual and long-term compensation for services paid to or earned by the NEOs and the directors for the two fiscal years ended December 31, 2017 and 2018.
| Table of compensation excluding compensation securities | |||||||
|---|---|---|---|---|---|---|---|
| Name and position |
Year | Salary, consulting fee, retainer or commission (\$) |
Bonus (\$) | Committee or meeting fees) (\$) |
Value of perquisites (\$) |
of Value all other compen -sation (\$) |
Total compen sation (\$) |
| James Hyland (1) Vice President, |
2018 | 68,000 | Nil | Nil | Nil | Nil | 68,000 |
| Director, Former interim President and CEO |
2017 | Nil | Nil | Nil | Nil | 60,000 | 60,000 |
| Robert Dawson (2) | 103,000 | Nil | Nil | Nil | 25,000 | Nil | |
| CEO Director |
2018 2017 |
Nil | Nil | Nil | Nil | 200,000 | Nil |
| Yari Nieken(3) | 2018 | Nil | Nil | Nil | Nil | 75,000(4) | Nil |
| CFO Director |
2017 | N/A | N/A | N/A | N/A | N/A | N/A |
| Robin Tolbert (5) | 2018 | N/A | N/A | N/A | N/A | N/A | N/A |
| Former CEO and Director |
2017 | 72,000 | Nil | Nil | Nil | Nil | 72,000 |
| Joel Yaffe (6) | 2018 | Nil | Nil | Nil | Nil | Nil | Nil |
| Director | 2017 | N/A | N/A | N/A | N/A | N/A | N/A |
| Donald Gordon(7) | 2018 | N/A | N/A | N/A | N/A | N/A | N/A |
| Former CFO Director |
2017 | 27,000 | N/A | N/A | N/A | N/A | 27,000 |
| David Alexander(8) | 2018 | 75,000 | Nil | Nil | Nil | 25,000(9) | 100,000 |
| Former CFO | 2017 | 18,750 | Nil | Nil | Nil | Nil | 18,750 |
| Luigi Franciosi(10) | 2018 | Nil | Nil | Nil | Nil | Nil | Nil |
| Former Director | 2017 | N/A | N/A | N/A | N/A | N/A | N/A |
| Brian Peterson(11) | 2018 | N/A | N/A | N/A | N/A | N/A | N/A |
| Former Director | 2017 | Nil | Nil | Nil | Nil | Nil | Nil |
| Thomas Richard | 2018 | N/A | N/A | N/A | N/A | N/A | N/A |
| Fisher (12) Former Director |
2017 | Nil | Nil | Nil | Nil | Nil | Nil |
- (1) James Hyland was appointed as Vice President of the Company on October 23, 2017, appointed as interim President and CEO on December 18, 2017, appointed as a director on January 16, 2018, and resigned as interim President and CEO on January 31, 2018. At the time of the Record Date, James Hyland is the Company's CEO.
- (2) Robert Dawson was appointed CEO of the Company January 31, 2018.
- (3) Yari Nieken was appointed as a director of the Company on October 12, 2018 and was appointed interim CFO on December 13, 2018.
- (4) Yari Nieken received other compensation as stock options for 1113300 BC Ltd.
- (5) Robin Tolbert was appointed director of the Company on December 11, 2014 and resigned on January 16, 2018.
- (6) Joel Yaffe was appointed as a director of the Company on January 16, 2018
- (7) David Gordon was appointed director of the Company on April 4, 2016 and resigned on January 16, 2018
- (8) David Alexander was appointed CFO of the Company on October 2, 2017 and resigned on December 13, 2018
- (9) David Alexander received other compensation as stock options for 482130 BC Ltd.
- (10)Luigi Franciosi was appointed as director of the Company on January 16, 2018 and resigned November 22, 2018.
- (11)Brian Peterson was appointed as director of the Company on April 4, 2014 and resigned July 28, 2017.
- (12)Thomas Richard Fisher was appointed as a director of the Company July 27, 2016 and resigned January 16, 2018.
Stock Options and Other Compensation Securities
The following table discloses all compensation securities granted or issued to each NEO and director by the Company in the financial year ended December 31, 2017, for services provided or to be provided, directly or indirectly, to the Company:
| Name and Position |
Type of compensation security |
Number of compensation securities, number of underlying securities, & percentage of class (1) |
Date of issue or grant |
Issue, conversion or exercise price (\$) |
Closing price of security or underlying security on date of grant (\$) |
Closing price of security or underlying security at year end (\$) |
Expiry Date |
|---|---|---|---|---|---|---|---|
| James Hyland Vice President, Director, interim President and CEO |
Stock Options |
150,000 | October 18, 2017 |
\$0.40 | \$0.36 | \$1.00 | October 17, 2018 |
| Thomas Richard Fisher Director |
Stock Options |
50,000 | November 20, 2017 |
\$1.00 | \$1.00 | \$1.00 | November 20,2018 |
| Donald Gordon Director |
Stock Options |
50,000 | November 20, 2017 |
\$1.00 | \$1.00 | \$1.00 | November 20,2018 |
| Robin Tolbert Director |
Stock Options |
50,000 | December 14, 2018 |
\$1.00 | \$1.00 | \$1.00 | December 14, 2018 |
The following table discloses all compensation securities granted or issued to each NEO and director by the Company in the financial year ended December 31, 2018, for services provided or to be provided, directly or indirectly, to the Company:
| Compensation Securities | |||||||
|---|---|---|---|---|---|---|---|
| Name and Position |
Type of compensation security |
Number of compensation securities, number of underlying securities, & percentage of class (1) |
Date of issue or grant |
Issue, conversion or exercise price (\$) |
Closing price of security or underlying security on date of grant (\$) |
Closing price of security or underlying security at year end (\$) |
Expiry Date |
| Robert Dawson CEO |
Stock Options |
500,000 | October 18, 2017 |
\$0.40 | \$0.36 | \$1.00 | October 17, 2018 |
| Stock Options |
250,000 | August 8, 2018 |
\$0.10 | \$0.085 | \$0.02 | August 7, 2019 |
|
| Luigi Franciosi Director |
Stock Options |
150,000 | October 18, 2017 |
\$0.40 | \$0.36 | \$1.00 | October 17, 2018 |
| Yari Nieken Director |
Stock Options |
130,000 | October 18, 2017 |
\$0.40 | \$0.36 | \$1.00 | October 17, 2018 |
| 482130 BC Ltd. (1) David Alexander CFO |
Stock Options |
250,000 | August 8, 2018 |
\$0.10 | \$0.085 | \$0.02 | August 7, 2019 |
| 1113300 BC Ltd.(2) Yari Nieken Director |
Stock Options |
750,000 | August 8, 2018 |
0.10 | \$0.085 | \$0.02 | August 9, 2019 |
(1) David Alexander is the director of 482130 BC Ltd.
(2) Yari Nieken is the director of 1113300 BC Ltd.
Exercise of Compensation Securities by Directors and NEOs
No director or NEO exercised any compensation securities, being solely comprised of stock options, during the year ended December 31, 2017.
No director or NEO exercised any compensation securities, being solely comprised of stock options, during the year ended December 31, 2018.
Stock Option Plan and Other Incentive Plans
The significant terms of the Company's Stock Option Plan (the "Plan") are set out below under the heading "Particulars of Matters to be Acted Upon – Approval and Ratification of Stock Option Plan", and a copy of the Plan is attached as Schedule "A" to the Circular.
As at December 31, 2017, there were 1,810,000 options outstanding at an exercise price of \$0.40 expiring October 18, 2018 and 150,000 options outstanding at an exercise price of \$1.00 expiring November 20, 2018.
As at December 31, 2018, there were 575,000 options outstanding at an exercise price of \$0.185 expiring June 1, 2019 and 3,750,000 options outstanding at an exercise price of \$0.10 expiring August 7, 2019.
The Company has no other plan providing for the grant of stock appreciation rights, deferred share units or restricted stock units or any other incentive plan or portion of a plan under which awards are granted.
Pension Plan Benefits
The Company has no pension, defined benefit or defined contribution plans in place.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The Company has no compensation plans under which equity securities are authorized for issuance as at the end of the most recently completed financial year other than the Plan.
The following table setsforth information with respect to the Plan as at the end ofthe mostrecently completed financial year.
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans [excluding securities reflected in column (a)] |
|---|---|---|---|
| Equity compensation plans approved by security holders (1) |
N/A | N/A | N/A |
| Equity compensation plans not approved by security holders |
0 | N/A | N/A |
| Total | N/A | N/A | N/A |
(1) Refers to the "rolling" Stock Option Plan of the Company, which was adopted by shareholders of the Company as part of the plan of arrangement which became effective on September 19, 2013, and pursuant to which directors, officers, employees and consultants may be granted options to acquire common shares as an incentive mechanism to foster their interest in the success of the Company and to encourage their proprietary ownership of theCompany.
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
Except as disclosed below, none ofthe individuals who are, or at any time during the mostrecently completed year were, directors or executive officers of the Company or any subsidiary thereof, the proposed nominees for election as a director, or associates of such persons, is or has been indebted to the Company (other than routine indebtedness) at any time since the beginning of the most recently completed financial year, or is a person whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or a subsidiary thereof.
As at December 31, 2017 no individuals who are directors, executive officers of the Company or any subsidiary thereof, the proposed nominees for election as a director, or associates of such persons, is or has been indebted to the Company.
As at December 31, 2018 no individuals who are directors, executive officers of the Company or any subsidiary thereof, the proposed nominees for election as a director, or associates of such persons, is or has been indebted to the Company.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
For the purposes of this Circular, "informed person" means: (a) a director or executive officer of the Company; (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company, or a combination of both, carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company, other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company if it has purchased, redeemed or otherwise acquired any of its own securities, for so long as it holds any of its securities.
No informed person or proposed director of the Company, nor any associate or affiliate of any such informed person or proposed director, has any material interest, direct or indirect, in any material transaction since the commencement oftheCompany'slast completed financial year orin any proposed transactionwhich,in either case, has materially affected or will materially affect the Company or any subsidiary thereof, except as generally disclosed in this Circular or otherwise under the heading for the matter to be acted upon.
MANAGEMENT CONTRACTS
The management functions of the Company and any subsidiary thereof are not, to any substantial degree, performed by any person other than the directors and executive officers of the Company or any subsidiary thereof.
AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR
National Instrument 52-110 Audit Committees of the Canadian Securities Administrators ("NI 52-110") requires the Company, as a venture issuer, to disclose annually in its information circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth in the following.
The Audit Committee Charter
- Members. The Board of Directors will appoint an Audit Committee of at least three (3) members, all of whom should be "independent" directors of the Board. "Independent" means a director who meets the definition of "independence" under National Instrument 52-110 or any successor policy promulgated by securities regulatory authorities.
All members ofthe Audit Committee should be "financially literate". An individual isfinancially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issuesthat are generally comparable to the breadth and complexity ofthe issuesthat can reasonably be expected to be raised by the Company's financial statements. Each appointed member of the AuditCommittee shall be subject to annualreconfirmation and may be removed by theBoard of Directors at any time.
-
Purposes, Duties, and Responsibilities. The Audit Committee represents the Board of Directors in discharging itsresponsibility relating to the accounting,reporting and financial practices of theCompany and itssubsidiaries, and has generalresponsibility for oversight ofinternal controls, accounting and audit activities and legal compliance ofthe Company and itssubsidiaries; however, the AuditCommittee'sfunction shall not relieve theCompany's management ofitsresponsibilitiesfor preparing financialstatements which accurately and fairly present the Company's financial results and conditions or the responsibilities of the independent accountantsrelating to the audit or review of financial statements. Specifically, the Audit Committee will:
-
(a) Recommend to the Board the appointment (including terms of appointment such as compensation and scope of duties) and discharge the external auditor of the Company (the "auditor") who perform the annual audit or other audit, review or attest services in accordance with applicable securities laws, which auditor shall be ultimately accountable to the Board of Directors through the Audit Committee. The auditor of the Company must report directly to the Audit Committee;
- (b) Have the authority to communicate directly with the auditor of the Company;
- (c) Review with the auditor the scope of the audit and the results of the annual audit examination by the auditor and any reports of the auditor with respect to reviews of interim financial statements or other audit, review or attest services. The Audit Committee will be responsible for resolving any disagreements between management and the auditor regarding financial reporting;
- (d) Review information, including written statements, if any, from the auditor concerning any relationships between the auditor and the Company or any other relationships that may adversely affect the independence of the auditor and assess the independence of the auditor;
- (e) Review and discuss with management and the auditor the Company's annual audited financial statements prior to their public disclosure, including a discussion with the auditors of their judgments as to the quality of the Company's accounting principles;
- (f) Review the Company's financial statements, MD&A and annual and interim earnings press releases before the Company publicly discloses this information;
- (g) Review the services to be provided by the auditor to assure that the auditor does not undertake any engagement for services for the Company that would constitute prohibited services under applicable securities laws under the rules of any stock exchange or trading market onwhich the Company's shares are listed for trading, or could be viewed as compromising the auditor's independence. The Audit Committee must pre-approve all non-audit services to be provided to the Company or its subsidiaries by the auditor;
- (h) Review with management and the auditor the results of any significant matters identified as a result of the auditor's interim review procedures prior to the filing of each quarterly financial statements or as soon thereafter as possible;
- (i) Review the annual program for the Company's internal audits, if any, and review audit reports submitted by the internal auditing staff, if any;
- (j) Periodically review the adequacy of the Company's internal controls;
-
(k) Review changes in the accounting policies of the Company and accounting and financial reporting proposals that are provided by the auditor that may have a significant impact on the Company's financial reports, and make comments on the foregoing to the Board of Directors;
-
(l) Review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and formal external auditor of the issuer;
- (m) Periodically review the adequacy of this Audit Committee Charter;
- (n) Make reports and recommendations to the Board of Directors within the scope of its functions;
- (o) Approve material contracts where the Board of Directors determines that it has a conflict;
- (p) Establish procedures for receipt, retention and treatment of complaints received by the Company regarding auditing, internal accounting controls or accounting matters and establish procedures for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;
- (q) Where considered necessary by the Audit Committee to carry out its duties, have the authority to engage independent counsel and/or other advisors at the Company's expense upon the terms and conditions, including compensation, determined by the Audit Committee;
- (r) Satisfy itself that management has put into place procedures that facilitate compliance with the disclosure and financial reporting controls provisions of applicable securities laws, including adequate procedures for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements. The Audit Committee will assess the adequacy of these procedures annually;
- (s) Review all loans to officers;
- (t) Review and monitor all related party transactions which may be entered into by the Company as required by rules of the stock exchange or trading market upon which the Company's shares are listed for trading; and
-
(u) Ensure all public disclosure regarding the audit committee is made in compliance with applicable stock exchange rules and securities legislation.
-
Meetings. The Audit Committee will, when expedient, meet to review the Company's quarterly and annual financial statements and MD&A, and will hold special meetings as it deems necessary or appropriate in its judgment. The Audit Committee will endeavour to meet at any time that the auditor believes that communication to the Audit Committee isrequired. Asit deems appropriate, but not lessthan once each year, the Audit Committee will meet in private session with the independent accountants. The majority of the members of the Audit Committee constitute a quorum and shall be empowered to act on behalf of the Audit Committee. The members ofthe Audit Committee will designate one member as chair. Meetings may be held in person or by telephone, and shall be at such times and places as the Audit Committee determines.
Composition of the Audit Committee
As at December 31, 2018, the following were members of the Company's Audit Committee:
| Name | Independent (1) | Financially Literate (1) | |
|---|---|---|---|
| James Hyland | no | yes | |
| Robert Dawson | no | yes | |
| Joel Yaffe | yes | yes |
(1) As defined and determined under NI 52-110.
After the Meeting, the Board will be appointing new members to the Audit Committee. In making these appointments, the Board will consider those individuals who are well-qualified to serve on the Audit Committee, given the expertise they have accrued in their business careers, and who meet the independence and financial literacy requirements of National Instrument 52-110 Audit Committees.
Audit Committee Oversight
At no time since the commencement of the Company's most recently completed financial year has a recommendation of the Audit Committee to nominate or compensate an external auditor not been adopted by the Board.
Reliance on Certain Exemptions
At no time since the commencement of the Company's most recently completed financial year has the Company relied on the exemption in section 2.4 of N 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.
Pre-Approval Policies and Procedures
The Committee has adopted specific policies and procedures for the engagement of non-audit services as described above under the heading "External Auditors".
External Auditor Service Fees (By Category)
The aggregate fees billed by the Company's external auditor for the fiscal periods ending December 31, 3017 and 2018 are as follows:
| Financial Year Ending |
Audit Fees (1) | Audit Related Fees (2) |
Tax Fees (3) | All Other Fees(4) |
|---|---|---|---|---|
| December 31, 2017 | \$18,250 | Nil | Nil | Nil |
| December 31, 2018 | \$18,250 | Nil | Nil | Nil |
(1) The aggregate fees billed by the Company's auditor for audit fees.
(2) Fees charged for assurance and related services reasonably related to the performance of an audit, and not included under "Audit Fees".
- (3) Fees charged for tax compliance, tax advice and tax planning services.
- (4) Fees for services other than disclosed in any othercolumn.
Exemption
The Company is relying upon the exemption in section 6.1 of NI 52-110 with respect to compliance with the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52- 110.
CORPORATE GOVERNANCE DISCLOSURE
The Board believes that good corporate governance improves corporate performance and benefits all shareholders. National Policy 58-201 Corporate Governance Guidelines provides non-prescriptive guidelines on corporate governance practicesforreporting issuerssuch astheCompany. In addition, National Instrument58-101DisclosureofCorporateGovernancePractices("NI 58-101") prescribes certaindisclosure by the Company of its corporate governance practices. The following information has been prepared and provided as required by NI 58-101.
Board of Directors
The Board facilitates its exercise of independent supervision over the Management through frequent communication with Management.
In accordance with NI 52-101, a director is considered "independent" if he or she has no direct or indirect "material relationship" with the Company, being a relationship which could in the view of the Board be reasonably expected to interfere with the exercise of a director's independent judgment, subject to certain specified circumstances where an individual is considered to have a material relationship.
Directorships
The directors listed below are presently directors of a reporting issuer (or equivalent) in a jurisdiction of Canada or a foreign jurisdiction.
| Director | Directorship in other Reporting Issuer(s) | |
|---|---|---|
| James Hyland | Resolve Ventures Inc. | TSX-V |
| Universal Copper Ltd. | TSX-V | |
| Xplore Resources Corp. | N/A | |
| Wilson Su | Essex Minerals Inc. | TSX-V |
| David Greenway | Kopr Point Ventures Inc. | CSE |
| Moneta Resources Inc. | N/A | |
| Sterling Mining Company | N/A | |
| Montego Resources Inc. | CSE | |
| Quantum Cobalt Corp. | CSE |
Orientation and Continuing Education
Each new director brings a different background and skillset and with thisinformation the Board determines what orientation as to the nature and operations of the Company's business will be necessary and relevant to each new director. The Company provides continuing education for its directors as such need arises and encourages open discussion at all meetings which facilitates participation and open learning by the directors.
Ethical Business Conduct
The Board expects Management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level ofintegrity. Management is expected to execute the Company's business plan and to meet performance objectives and goals, and is encouraged to discuss with the Board any perceived or potential issues in ethical business conduct.
In addition, the Board must comply with conflict of interest provisions of applicable corporate,securities and common law, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.
Nomination of Directors
Individual directors identify new nominees to the Board based on perceived or potential requirements for particular knowledge or skills. The nominees are generally the result of recruitment efforts by the Board members,including both formal and informal discussions amongBoardmembers and the President andChief Executive Officer of the Company.
Compensation
As of December 31, 2018, the Company did not have a Compensation Committee. After the Meeting, the Board will establish a Compensation Committee, appoint members to the Compensation Committee, and adopt a Compensation Committee Charter in the form attached as Schedule "B" to this Circular.
TheBoard reviews, as needed, compensation to directors and to officers with respect to industry comparables and with regards to the particular circumstances of the Company and its financial position.
Other Board Committees
The Company has no standing committees other than the Audit Committee and the Compensation Committee.
Assessments
The Board collectively conducts and reviews informal annual assessments of the effectiveness of the Board, its individual committees and its individual directors.
PARTICULARS OF MATTERS TO BE ACTED UPON
APPROVE THE DELAY AND POSTPONEMENT OF THE 2018 ANNUAL GENERAL MEETING TO THE DATE OF THE MEETING
Management of the Company proposes the approval of the delay and postponement of the 2018 annual general meeting to the date of the Meeting.
At the Meeting, the shareholders will be asked to approve the following by ordinary resolution:
BE IT RESOLVED, as a resolution, that:
The delay and postponement of the 2018 annual general meeting past the prescribed time pursuant to section 182 of the Business Corporations Act (British Columbia) until the date of the Meeting is hereby authorized, approved, ratified and confirmed by ordinary resolution.
In order to be effective, the foregoing resolution must be approved by ½ plus one vote of the votes cast by those shareholders of the Company who, being entitled to do so, vote in person or by proxy at the Meeting in respect of such resolution.
It is the intention of the persons named in the accompanying Proxy, if not expressly directed to the contrary in such Proxy, to vote such Proxies FOR the delay and postponement of the 2018 annual general meeting to the date of the Meeting.
APPROVE THE DELAY AND POSTPONEMENT OF THE 2019 ANNUAL GENERAL MEETING TO THE DATE OF THE MEETING
Management of the Company proposes the approval the delay and postponement of the 2019 annual general meeting to the date of the Meeting.
At the Meeting, the shareholders will be asked to approve the following by ordinary resolution:
"BE IT RESOLVED, as a resolution, that:
Page | 19 The delay and postponement of the 2019 annual general meeting past the prescribed time pursuant to section 182 of the Business Corporations Act (British Columbia) until the date of the Meeting is hereby authorized, approved, ratified and confirmed by ordinary resolution.
In order to be effective, the foregoing resolution must be approved by ½ plus one vote of the votes cast by those shareholders of the Company who, being entitled to do so, vote in person or by proxy at the Meeting in respect of such resolution.
It is the intention of the persons named in the accompanying Proxy, if not expressly directed to the contrary in such Proxy, to vote such Proxies FOR the delay and postponement of the 2019 annual general meeting to the date of the Meeting.
2018 Annual General Meeting
RATIFY ELECTION OF 2018 DIRECTORS
Management of the Company proposes to ratify the election and appointment of the previously appointed directors of the Company for the 2018 annual general meeting.
The previously appointed directors of the Company were as follows:
Joel Yaffe, Yari Nieken and James Hyland.
In order to be effective, the foregoing resolution must be approved by ½ plus one vote of the votes cast by those shareholders of the Company who, being entitled to do so, vote in person or by proxy at the Meeting in respect of such resolution.
It is the intention of the persons named in the accompanying Proxy, if not expressly directed to the contrary in such Proxy, to vote such Proxies FOR ratification of the election and appointment of the previously appointed directors of the Company for the 2018 annual general meeting.
APPOINTMENT OF AUDITOR
At the Meeting, Shareholders will be asked to pass an ordinary resolution appointing DMCL Chartered Professional Accountants, ("DMCL") as auditors of the Company for the ensuing year at a remuneration to be fixed by the Company's Board of Directors. Unless directed otherwise by a proxy holder, Management's Designated Person, if named as proxy, intends to vote the common shares represented by any such proxy FOR the appointment of DMCL, 1500 – 1140 West Pender Street, Vancouver, British Columbia, as auditors of the Company and to authorize the Board to fix their remuneration.
It is the intention of the persons named in the accompanying Proxy, if not expressly directed to the contrary in such Proxy, to vote such Proxies FOR appointing DMCL Chartered Accountants as auditors for the Company for the ensuing financial year and to authorize the directors to fix their remuneration.
ELECTION OF DIRECTORS
The directors of the Company are elected annually and hold office until the next Annual General Meeting of Shareholders or until theirsuccessors are duly elected or appointed, unless an office is earlier vacated by death or by resignation or removal in accordance with the Business Corporations Act (British Columbia) and the Articles of Incorporation of the Company.
Number of Directors
Management recommends, and the Designated Persons, if named as proxy, intend to vote in favour of, a resolution fixing the number of directors for the ensuing year at three (3). Unless a proxy contains express instructionsto vote otherwise,it isintended that all proxiesreceived will be voted in favour ofsuch resolution.
Management Nominees for Directorship
The following table sets out required information, as at the Record Date, regarding Management's nominees for election as a director. Management does not contemplate that any of its nominees will be unable to serve as a director.
No proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the Company acting solely in such capacity and except as generally disclosed in this Circular or otherwise under the heading for the matter to be acted upon. The Company has not received notice of, and Management is not aware of, any proposed nominee for director other than Management's nominees.
| Name, Province/State and Country of ordinary residence(1), and positions held with the Company |
Principal occupation and, IF NOT elected to present term of office, principal occupation for the past five years(1) |
Period serving as Director |
Common shares beneficially owned or controlled or directed(2) |
|---|---|---|---|
| JAMES HYLAND British Columbia, Canada CEO & Nominee for Director |
Managing Director, Tribeca Capital Partners Inc. |
N/A | 233,000 Direct |
| DAVID GREENWAY British Columbia, Canada Nominee for Director |
Managing Director, Bam Bam Capital Corp. | N/A | 3,188,000 Direct 8,188,000 Indirect |
| WILSON SU British Columbia, Canada Nominee for Director |
Managing Director, Investor and Real Estate Advisor |
N/A | 8,000,000 Direct |
(1) The information as to country of residence and principal occupation, not being within the knowledge of the Company, has been furnished by the respective directors individually.
(2) The information as to common shares beneficially owned directly or indirectly or over which a director exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective directors individually.
Biography for Director-Nominees
James Hyland joins Aida with more than 25 years of experience as a financial and marketing consultant, a corporate founder and manager of a number of early stage public and private Canadian businesses. His industry expertise includes technology, publishing, financial services, oil & gas, hospitality, mining, alternative energy and healthcare appliances. Mr. Hyland has an extensive network of contacts within the financial community including brokers, fund managers, industry analysts and media, throughout North America, the United Kingdom and continental Europe. Mr. Hyland has also worked with a major mining and resource publication based in Vancouver, B.C. Mr. Hyland earned a Bachelor of Commerce in Entrepreneurial Management from Royal Roads University of Victoria, B.C., Canada.
David Greenway brings more than two decades of experience in managing, financing and developing growth strategies for various TSX Venture Exchange-listed and Canadian Securities Exchange-listed companies, including involvement in acquisitions, business valuations and investor relations. His key expertise lies in the management and development of junior public resource companies, especially in the mining and oil and gas sector. He has held directorships, senior management and business development positions, including his roles with Stamper Oil & Gas Corp., Veritas Pharma Inc., Chief Consolidated Gold Mines, SNS Silver Corp., Moneta Resources Inc., Sterling Mining Company and his board position in Mountain View Conservation Centre. Mr. Greenway attended university in Bournemouth, England, where he studied accounting and finance.
Wilson Su has over a decade of investing experience, ranging from public markets to private real estate transactions. Mr. Su focuses on commercial real estate, with a specialty in land assembly on behalf of large development companies in the Lower Mainland. Mr. Su has also consulted for and invested in numerous publicly traded companies across all sectors, cannabis, technology and mining. He has established an extensive knowledge on the real estate and capital market trends over the years, and with over 10 years of real estate experience, he has successfully developed and facilitate emerging growth companies
Corporate Cease Trade Orders, Bankruptcies and Penalties andSanctions
For purposes of the disclosure in thissection, an "order" means a cease trade order, an ordersimilar to a cease trade order, or an orderthat denied the relevant company accessto any exemption undersecuritieslegislation, in each case that was in effect for a period of more than 30 consecutive days; and for purposes of item (a)(i) below, specifically includes a management cease trade order which applies to the directors or executive officers of the relevant company that was in effect for a period of more than 30 consecutive days.
None of the proposed Management nominees for election as a director of the Company:
- (a) is, as at the date ofthisCircular, or has been,within 10 years before the date ofthisCircular, a director, chief executive officer or chief financial officer of any company (including the Company) that:
- (i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
-
(ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that personwas acting in the capacity as director, chief executive officer or chieffinancial officer;
-
(b) is, as at the date of this Circular, or has been within 10 years before the date of this Circular, a director or executive officer of any company (including the 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 orinsolvency or wassubject to orinstituted any proceedings, arrangement or compromisewith creditors or had a receiver,receivermanager ortrustee appointed to hold its assets;
- (c) has, within the 10 years before the date ofthis Circular, 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 the proposed director;
- (d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority sinceDecember 31, 2000, or beforeDecember 31, 2000 ifthe disclosure ofwhich would likely be important to a reasonable security holder in deciding whether to vote for a proposed director; or
- (e) has been subject to any other penalties orsanctionsimposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.
Recommendation
Management recommends, and the Designated Persons, if named as proxy, intend to vote in favour of,the election of Management's nomineesfor election as a director. Unless a proxy contains expressinstructionsto vote otherwise, it is intended that all proxies received will be voted in favour of such election.
RATIFY ALL ACTS OF DIRECTORS FROM THE 2017 AGM MEETING TO DATE
Management of the Company proposes to ratify, confirm and approve all past acts of the directors and officers of the Company from the January 12, 2018, being the date of the 2017 Annual General Meeting, to the date of the Meeting for the 2018 meeting.
It is the intention of the persons named in the accompanying Proxy, if not expressly directed to the contrary in such Proxy, to vote such Proxies to ratify all acts of the directors from the 2017 AGM to the date of the Meeting.
APPROVAL AND RATIFICATION OF STOCK OPTION PLAN
The Board approved a rolling stock option plan, the Company's 2017 Stock Option Plan, on November 28, 2017. The Stock Option Plan authorizes the Board to issue options to directors, officers, key employees and others who are in a position to contribute to the future success and growth of the Company.
Under the Stock Option Plan, the aggregate number of Common Shares issuable upon exercise of options granted thereunder may not exceed 10% of the total number of outstanding Common Shares at the time the options are granted. Further, the aggregate number of Common Shares issuable upon the exercise of the options granted thereunder to any one individual may not exceed 5% of the total number of outstanding Common Shares of the Company. Options issued pursuant to the Stock Option Plan must have an exercise price not less than that from time to time permitted by the stock exchange on which the Common Shares are then listed. The period during which an option may be exercised shall be determined by the Board at the time the option is granted, subject to any vesting limitations which may be imposed by the Board at the time such option is granted, provided no option shall be exercisable for a period exceeding ten years from the date the option is granted.
The options granted under the Stock Option Plan expire on the earlier of the date of the expiration of the
option period noted above and in the case of optionees who are directors, officers, employees or consultants must expire within a reasonable period not exceeding one year after the date that a holder ceases to hold the position or positions of director, officer, employee or consultant of the Company, and within 30 daysfor any optionee engaged in investor relations activities. In the event of the death or permanent disability of a holder, any option previously granted to him shall be exercisable until the end of the option period noted above or until the expiration of 12 months after the date of death or permanent disability of such option holder, whichever is earlier.
In addition to the terms of the Stock Option Plan mentioned above, regulatory policies require approval by the affirmative vote of a majority of the votes cast at the Meeting, other than the votes attaching to the Common Shares beneficially owned by the insiders of the Company to whom the options may be granted pursuant to the Stock Option Plan, or their associatesto the Company if the Company is proposing any of the following:
- (a) decreasing the exercise price of stock options previously granted to insiders;
- (b) issuing to insiders, upon the exercise of stock options, within a one year period, shares exceeding 10% of the outstanding listed shares; and
- (c) issuing to any one insider and such insider's associates, upon the exercise of stock options, within a one year period, shares exceeding 5% of the outstanding listed shares.
The Company requires disinterested shareholder approval for the actions mentioned above; otherwise, a majority of shareholders suffices to renew the Stock Option Plan.
A copy of the Stock Option Plan is attached to thisInformation Circular as Schedule "A" and will be available for Shareholders to review at the Meeting, ifrequested.
At the Meeting, Shareholders will be asked to pass a resolution in the following form:
"UPON MOTION IT WAS RESOLVED that the Company approve and ratify, subject to regulatory approval, the Stock Option Plan pursuant to which the directors may, from time to time, authorize the issuance of optionsto directors, officers, employees and consultants of the Company and its subsidiaries to a maximum of 10% of the issued and outstanding common shares at the time of the grant, with a maximum of 5% of the Company's issued and outstanding shares being reserved to any one person on a yearly basis."
It is the intention of the persons named in the accompanying Proxy, if not expressly directed to the contrary in such Proxy, to vote such Proxies FOR ratification of the election and appointment of the previously appointed directors of the Company for the Plan.
OTHER MATTERS
Other than the matters set out in this information circular, management of the Company knows of no other matters to come before the Meeting, other than those referred to in the Notice of Meeting. However, if any other matters shall properly come before said Meeting, the shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the shares represented by the proxy.
ADDITIONAL INFORMATION
Additional information relating to the Company is available on SEDAR at www.sedar.com. Financial information concerning the Company is provided in the Company's comparative financial statements and MD&A for its most recently completed financial year, which is available on SEDAR at the internet address indicated above. Shareholders may contact the Company at the address or contact numbers below to request copies of the Company's financial statements andMD&A:
BLOK Technologies Inc. Suite 310 – 221 West Esplanade North Vancouver, BC, V7M 3J3 Tel: 604-800-9215 E-mail: [email protected]
DIRECTOR APPROVAL
The contents and the sending ofthisCircularto the Shareholders has been approved by theBoard of Directors.
Dated: February 3, 2020
BY ORDER OF THE BOARD
(signed) James Hyland President and CEO
SCHEDULE "A"
BLOK Technologies Inc.
INCENTIVESTOCK OPTION PLAN
1. PURPOSE
The purpose of the Stock Option Plan (the "Plan") of BLOK Technologies Inc., a body corporate incorporated under the Business Corporations Act (British Columbia) (the "Company"), is to advance the interests of the Company by encouraging the directors, officers, employees and consultants of the Company to acquire shares in the Company, thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentive in their efforts on behalf of the Company in the conduct of theiraffairs.
2. ADMINISTRATION AND GRANTING OFOPTIONS
The Plan shall be administered by theBoard of Directors oftheCompany or,if appointed, by a special committee of directors appointed from time to time by the Board of Directors of the Company, subject to approval by the Board of Directors of the Company (such committee or, if no such committee is appointed, the Board of Directors of the Company, is hereinafter referred to as the "Committee") pursuant to rules of procedure fixed by the Board of Directors.
The Committee may from time to time designate bona fide directors, officers, employees or consultants of the Company (the "Participants") to whom options to purchase common shares of the Company (each, an "Option") may be granted and the number of common shares to be optioned to each, provided that the total number of common shares to be optioned shall not exceed the number provided in Clauses 3 and 4 hereof. The Company represents that Participants who are granted Options will be bona fide directors, officers, employees or consultants of the Company at the time of grant.
3. SHARES SUBJECT TO PLAN
Subject to adjustment as provided in Clause 12 hereof, the shares to be offered under the Plan shall consist of Optionsto acquire up to a maximum of 10% (rolling) ofthe issued and outstanding common shares in the Company's capital stock from time to time. The aggregate number of shares to be delivered upon the exercise of all Options granted under the Plan shall not exceed the maximum number of shares permitted under the rules of any stock exchange on which the common shares are then listed or other regulatory body having jurisdiction. If any Option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject thereto shall again be available for the purpose of this Plan.
4. NUMBER OF OPTIONED SHARES
The number of shares subject to an Option to a Participant, other than a Consultant (as defined in the policies of the Canadian Securities Exchange (the "Exchange")) and an Employee (as defined in the policies of the Exchange) conducting Investor Relations Activities (as defined in the policies of the Exchange) shall be determined by the Committee, but no Participant, where the Company is listed on any stock exchange, shall be granted an Option which exceeds the maximum number of shares permitted under any stock exchange on which the common shares are then listed or other regulatory body having jurisdiction, which maximum number of shares is presently an amount equal to 5% of the then issued and outstanding shares of the Company (on a non-diluted basis) in any 12 month period.
The maximum number ofsharessubject to an Option to a Participant who is a Consultant is presently limited to an amount equal to 2% of the then issued and outstanding shares of the Company (on a non-diluted basis) in any 12 month period.
The number of options granted to all persons in aggregate who are employed to perform Investor Relations Activities is presently limited to an amount equal to 2% of the then issued and outstanding shares of the Company (on a non-diluted basis) in any 12 month period, provided that such Options vest in stages over a 12 month period with no more than 1/4 of the Options vesting in any three month period.
5. MAINTENANCE OF SUFFICIENTCAPITAL
The Company shall at times during the term of the Plan reserve and keep available such numbers of shares as will be sufficient to satisfy the requirements of the Plan.
6. PARTICIPATION
The Committee shall determine to whom Options shall be granted, the terms and provisions ofthe respective option agreements, the time or times at which such Options shall be granted and the number of shares to be subject to each Option. An individual who has been granted an Option may, if the individual is otherwise eligible, and if permitted by any stock exchange on which the common shares are then listed or other regulatory body having jurisdiction, be granted an additional Option or Options if the Committee shall so determine.
7. EXERCISE PRICE
The exercise price of the shares covered by each Option shall be determined by the Committee. The exercise price shall not be less than the price permitted by the Exchange or other regulatory body having jurisdiction. Currently, the minimum exercise price as determined by the Exchange is not less than the Discounted Market Price (as defined by theExchange).
8. DURATION OF OPERATION
Each Option and all rights thereunder shall be expressed to expire on the date set out in the option agreements and shall be subject to earlier termination as provided in Clauses 10 and 11.
9. OPTION PERIOD, CONSIDERATION ANDPAYMENT
- (a) The option period (the "Option Period") shall be a period of time fixed by the Committee, not to exceed the maximum period permitted by any stock exchange on which the common shares are then listed or other regulatory body having jurisdiction, which maximum period is presently five years from the date the Option is granted, provided that the Option Period shall be reduced with respect to any Option as provided in Clauses 11 and 12 covering cessation as a director, officer, employee or consultant of the Company or death of the Participant.
- (b) Except as set forth in Clauses 11 and 12, no Option may be exercised unless the Participant is, at the time of such exercise, a director, officer, employee or consultant of the Company.
- (c) The exercise of any Option will be contingent upon receipt by the Company at its head office of a written notice of exercise, specifying the number of shares with respect to which the Option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such shares with respect to which the Option is exercised. No Participant or his legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any shares subject to an Option under this Plan unless and until the certificates for such shares are issued to such persons under the terms of the Plan.
10. HOLD PERIOD
Share certificates issued on exercise of an Option shall be legended in all cases as may be required by applicable securities laws and the rules of the Exchange.
11. CEASING TO BE A DIRECTOR, OFFICER, EMPLOYEE OR CONSULTANT
If a Participantshall cease to be a director, officer, employee or consultant, asthe case may be, of the Company for any reason (other than death), he may, but only within 12 months next succeeding his ceasing to be a director, officer, employee or consultant, exercise his Option to the extent that he was entitled to exercise it at the date of such cessation provided that, in the case of a Participant who is engaged in Investor Relations Activity on behalf of the Company, this 12 month period referenced herein shall be shortened to 30 days.
Nothing contained in the Plan, nor in any Option granted pursuant to the Plan, shall as such confer upon any Participant any right with respect to continuance as a director, officer, employee or consultant ofthe Company or of any affiliate.
12. DEATH OF A PARTICIPANT
In the event of the death of a Participant, the Option previously granted to him shall be exercisable only within the 12 months next succeeding such death and then only:
- (a) by the person or persons to whom the Participant's rights under the Option shall pass by the Participant's will or the laws of descent and distribution; and
- (b) if and to the extent that he was entitled to exercise the Option at the date of his death.
13 ADJUSTMENTS
Appropriate and proportional adjustments in the exercise price of the Options and in the number of Options granted or to be granted may be made by the Committee in its discretion to give effect to adjustments in the number of common shares of the Company resulting from subdivisions, consolidations or reclassification of the common shares of the Company, the payment of stock dividends by the Company or other relevant changes in the capital of theCompany.
14. TRANSFERABILITY
The benefits, rights and Options accruing to the Participant in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein. During the lifetime of a Participant any benefits, rights and Options may only be exercised by the Participant.
15. AMENDMENT AND TERMINATION OFPLAN
TheCommittee may, at any time,suspend orterminate the Plan. The Board of Directors may,subject to such approvals as may be required under the rules of the Exchange or other regulatory body having jurisdiction, also at any time amend or revise the terms of the Plan, PROVIDED that no such amendment or revision shall alter the terms of any Options theretofore granted under the Plan.
16. NECESSARY APPROVALS
The ability of the Options to be exercised and the obligation of the Company to issue and deliver shares in accordance with the Plan is subject to any approvals which may be required from the shareholders of the Company, the Exchange or any other regulatory authority having jurisdiction over the securities of the Company. So long asit remains a policy of the Exchange, the Company will obtain disinterested shareholder approval for:
- (a) any reduction in the exercise price of the Option if the Participant is an insider of the Company at the time of the proposedamendment;
-
(b) the grant to any Participant, if the Participant is an insider of the Company at the time of the grant, within a 12-month period, of a number of options exceeding 10% of the issued shares;
-
(c) the issuance to any one Participant, if the Participant is an insider of the Company at the time of the grant, of a number of shares exceeding 10% of the issued shares; or
- (d) the grant of Options if the Plan, together with all of the Company's previously established and outstanding stock option plans or grants, could result at any time in the grant to insiders of the Company, within a 12-month period, of a number of Options exceeding 10% of the issued shares.
If any shares cannot be issued to the Participant for whatever reason, the obligation of the Company to issue such shares shall terminate and any Option exercise price paid to the Company will be returned to the Participant.
17. PRIOR PLANS
The Plan shall entirely replace and supersede any prior share option plans, if any, adopted by the Board of Directors of the Company or its predecessor companies.
18. EFFECTIVE DATE OF PLAN
The Plan has been adopted by the Board of Directors subject to the approval of any stock exchange on which the shares of the Company are to be listed or other regulatory body having jurisdiction and approval of the shareholders and, ifso approved, the Plan shall become effective upon such approvals being obtained.
Approved by the Directors on November 28, 2017.
SCHEDULE "B"
BLOK Technologies Inc. (the "Corporation") Compensation Committee Charter November 28, 2017
OVERALL ROLE AND RESPONSIBILITY
The Compensation Committee (the "Committee") shall assist the Board of Directors in its oversight role with respect to:
- (i) the Corporation's global human resources strategy, policies and programs; and
- (ii) all matters relating to proper utilization of human resources within the Corporation, with special focus on management succession, development and compensation.
MEMBERSHIP AND MEETINGS
The Committee shall consist of three or more Directors appointed by the Board of Directors, a majority of whom shall be independent and unrelated to the Corporation and as such shall not be officers (other than a non-executive Chairman or Corporate Secretary who is not an employee of the Corporation) or employees of the Corporation or any of the Corporation's affiliates.
Each of the members of the Committee shall satisfy the applicable independence and experience requirements of the laws governing the Corporation, the applicable stock exchanges on which the Corporation's securities are listed and applicable securities regulatory authorities.
The Board of Directors shall designate one member of the Committee as the Committee Chair. Members of the Committee shall serve at the pleasure of the Board of Directors for such term or terms as the Board of Directors may determine.
STRUCTURE AND OPERATIONS
The affirmative vote of a majority of the members of the Committee participating in any meeting of the Committee is necessary for the adoption of any resolution.
The Committee shall meet as often as required, but not less frequently than annually. The Committee shall report to the Board of Directors on its activities after each of its meetings.
The Committee shall review and assess the adequacy of this Charter periodically and, where necessary, will recommend changes to the Board of Directors for its approval.
SPECIFIC DUTIES
Succession and Review
• Review succession and leadership plans and make appropriate recommendations to the Board of Directors periodically regarding the remuneration of the Corporation's senior officers.
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• Review periodically the assessment of the performance of senior officers as provided to the Committee by the Chief Executive Officer.
Remuneration
- Establish an overall compensation policy for the Corporation and monitor its implementation, with special attention devoted to the executive group.
- Review and make recommendations to the Board of Directors periodically regarding the Corporation's remuneration and compensation policies, including short and long-term incentive compensation plans and equity-based plans, bonus plans, pension plans, executive stock option plans and grants and benefit plans (including the group life and health program).
- Review and approve periodically all compensation arrangements with the senior executives of the Corporation other than the President and Chief Executive Officer.
- Review the executive compensation sections disclosed in the annual Proxy Circular distributed to shareholders, including the Statement of Executive Compensation, Compensation Discussion and Analysis, Summary Compensation Table, Employment Contracts, Long-Term Incentive Plans, Option Based Awards, Incentive Plan Awards, Pension Plan Benefits, Director Compensation, Termination and Change of Control Benefits, and Indebtedness of Directors and Senior Officers.
- Exercise such other powers and perform such other duties and responsibilities as are incidental to the purposes, duties and responsibilities specified herein and as may from time to time be delegated to the Committee by the Board of Directors.
INDEPENDENT ADVISORS
The Committee shall have the authority to retain such independent advisors as it may deem necessary or advisable for its purposes. The expenses related to such engagement shall be funded by the Corporation.