AI assistant
JVR Ventures Inc. — Proxy Solicitation & Information Statement 2025
Nov 15, 2025
48327_rns_2025-11-14_e690834b-4e1e-48fd-a56b-e7e055dffbf9.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
JVR VENTURES INC.
25TH FLOOR – 700 W GEORGIA STREET
VANCOUVER, BC, V7Y 1B3
INFORMATION CIRCULAR
(containing information as at November 4, 2025 unless indicated otherwise)
For the Annual General Meeting
to be held on Thursday, December 11, 2025
SOLICITATION OF PROXIES
This information circular is furnished in connection with the solicitation of proxies by the management of JVR Ventures Inc. (the "Corporation") for use at the annual general meeting (the "Meeting"), of the shareholders (the "Shareholders") of the Corporation, to be held on Thursday, December 11, 2025 at the time and place and for the purposes set forth in the accompanying notice of meeting and at any adjournment thereof. The enclosed instrument of proxy is solicited by the management of the Corporation. The solicitation will be primarily by mail, however, proxies may be solicited personally or by telephone by the regular officers and employees of the Corporation. The cost of solicitation will be borne by the Corporation.
APPOINTMENT AND REVOCATION OF PROXIES
The persons named in the accompanying form of proxy (the "Proxy") are directors and/or officers of the Corporation. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM OR HER ON HIS OR HER BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE ENCLOSED INSTRUMENT OF PROXY. TO EXERCISE THIS RIGHT, A SHAREHOLDER SHALL STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE INSTRUMENT OF PROXY AND INSERT THE NAME OF HIS OR HER NOMINEE IN THE BLANK SPACE PROVIDED, OR COMPLETE ANOTHER INSTRUMENT OF PROXY. A PROXY WILL NOT BE VALID UNLESS IT IS DEPOSITED WITH THE CORPORATION'S REGISTRAR AND TRANSFER AGENT, ODYSSEY TRUST COMPANY, ATTENTION: PROXY DEPARTMENT, SUITE 1100 – 67 YONGE STREET, TORONTO, ONTARIO, M5E 1J8 OR BY TOLL FREE FAX AT 1.800.517.4553, OR BY EMAIL TO [email protected] NOT LESS THAN 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE MEETING OR ADJOURNMENT THEREOF.
The Proxy must be signed and dated by the Shareholder or by his or her attorney in writing, or, if the Shareholder is a company, it must either be under its common seal or signed by a duly authorized officer.
A Shareholder who has given a Proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a Proxy may be revoked by instrument in writing executed by the Shareholder or by his or her attorney authorized in writing, or, if the Shareholder is a corporation, it must either be under its common seal, or signed by a duly authorized officer and deposited with the Corporation’s registrar and transfer agent, Odyssey Trust Company, Attn: Proxy Department, Suite 1100 – 67 Yonge Street, Toronto, Ontario, M5E 1J8, or by toll free fax at 1.800.517.4553 or by email to [email protected], at any time up to and including the last business day preceding the Meeting, or any adjournment of it, at which the Proxy is to be used, or to the Chairman of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.
VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES
On any poll, the persons named in the enclosed Proxy will vote the shares in respect of which they are appointed. Where directions are given by the Shareholder in respect of voting for or against any resolution, the proxyholder will do so in accordance with such direction.
IN THE ABSENCE OF ANY INSTRUCTION IN THE PROXY, IT IS INTENDED THAT SUCH SHARES WILL BE VOTED IN FAVOUR OF THE MOTIONS PROPOSED TO BE MADE AT THE MEETING AS STATED UNDER THE HEADINGS IN THIS INFORMATION CIRCULAR. The enclosed Proxy, when properly signed, confers discretionary authority with respect to amendments or variations to the matters which may properly be brought
2
before the Meeting. At the time of printing this information circular, the management of the Corporation is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to the management should properly come before the Meeting, the proxies hereby solicited will be voted on such matters in accordance with the best judgment of the nominee.
In order to approve a motion proposed at the Meeting, a majority greater than one-half of the votes cast will be required unless the motion requires a special resolution, in which case a majority of not less than two-thirds of the votes cast will be required. In the event a motion proposed at the Meeting requires disinterested shareholder approval, common shares held by shareholders of the Corporation who have an interest in the motion and common shares held by their "associates", as such term is defined under applicable securities laws, will be excluded from the count of votes cast on such motion.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
General
The authorized capital of the Corporation consists of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value. There were 6,000,000 common shares of the Corporation issued and outstanding as of the close of business on November 4, 2025, each share carrying the right to one vote. There were no preferred shares issued and outstanding as of the close of business on November 4, 2025.
Only Shareholders of record as at the close of business on November 4, 2025 (the "Record Date") who either personally attend the Meeting or who have completed and delivered a form of Proxy in the manner and subject to the provisions described under the heading "Appointment and Revocation of Proxies" shall be entitled to vote, or have their common shares voted, at the Meeting, or any adjournment thereof. On any poll, each Shareholder of record holding common shares of the Corporation on the Record Date is entitled to one vote for each common share registered in his or her name on the list of shareholders as at the Record Date.
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 the Corporation 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 the Corporation. Such common shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such common shares are registered under the name CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). The 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, a broker and its agents are prohibited from voting 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 rules require 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 to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form provided to a Beneficial Shareholder by its broker, agent or nominee is limited to instructing the registered holder of the common shares on how to vote such shares on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications ("Broadridge"). Broadridge typically supplies a voting instruction form, mails those forms to 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 by it and provides appropriate instructions respecting the voting of the shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that form to vote common shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure such common shares are voted.
3
Although Beneficial Shareholders may not be recognized directly at the Meeting for the purpose of voting common shares registered in the name of their broker, agent or nominee, a Beneficial Shareholder may attend the Meeting as a proxyholder for a shareholder and vote common shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their common shares as proxyholder for the registered shareholder should contact their broker, agent or nominee well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their common shares as a proxyholder.
The Corporation will not pay for an intermediary to deliver proxy related materials and voting instruction forms to objecting beneficial owners (called OBOs for Objecting Beneficial Owners). OBOs have objected to their intermediary disclosing ownership information about themselves to the Corporation. Accordingly, OBOs will not receive the materials unless their intermediary assumes the costs of delivery.
The Corporation is not relying on the "notice-and-access" delivery procedures outlined in National Instrument 54-101 to distribute copies of the proxy related materials in connection with the Meeting.
Principal Holders of Voting Shares
To the knowledge of the directors and senior officers of the Corporation, as of November 4, 2025 there are no persons or corporations that beneficially own, directly or indirectly, or exercise control or direction over, common shares carrying more than 10% of the voting rights attached to all outstanding common shares of the Corporation other than:
| Name of Shareholder | Number of Shares | Percentage of Issued and Outstanding Shares |
|---|---|---|
| Jessica Van Den Akker | 1,060,000 | 17.67% |
STATEMENT OF EXECUTIVE COMPENSATION
Definitions: For the purpose of this Information Circular:
"Chief Executive Officer" or "CEO" of the Corporation means an individual who served as chief executive officer of the Corporation or performed functions similar to a chief executive officer for any part of the most recently completed fiscal year.
"Chief Financial Officer" or "CFO" of the Corporation means an individual who served as chief financial officer of the Corporation or performed functions similar to a chief financial officer for any part of the most recently completed fiscal year.
"company" includes other types of business organizations such as partnerships, trusts and other unincorporated business entities.
"compensation securities" includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Corporation or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries.
"external management company" includes a subsidiary, affiliate or associate of the external management company.
"Named Executive Officers" or "NEOs" means each of the following individuals:
(a) each CEO;
(b) each CFO;
(c) the most highly compensated executive officer, other than the CEO and CFO, at the end of the most recently completed fiscal year, whose total compensation was more than $150,000 for that fiscal year; and
(d) each individual who would be a NEO under (c) above, but for the fact that the individual was not an executive officer of the Corporation, nor acting in a similar capacity, at the end of the most recently completed fiscal year.
"plan" includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons.
4
"underlying securities" means any securities issuable on conversion, exchange or exercise of compensation securities.
DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION
The following information is presented in accordance with Form 51-102F6V: Statement of Executive Compensation – Venture Issuers, and provides details of compensation for each of the individuals who were Named Executive Officers and directors of the Corporation during the fiscal year ended February 28, 2025.
During the fiscal year ended February 28, 2025, the Corporation had one (1) Named Executive Officer, namely Kristen Reinertson (CEO, President, CFO, and Corporate Secretary). There were three (3) individuals who served as a director of the Corporation during the fiscal year ended February 28, 2025, one of whom was also a Named Executive Officer of the Corporation, namely Kristen Reinertson.
Oversight and Description of Director and Executive Officer Compensation
The compensation of the Corporation's NEOs and directors is determined and reviewed by the Corporation's board of directors (the "Board of Directors" or "Board"). As a capital pool company ("CPC") (as defined in the TSX Venture Exchange ("TSXV") Policy 2.4 – Capital Pool Companies ("TSXV Policy 2.4")) and until the Corporation completes a Qualifying Transaction (as defined in TSXV Policy 2.4), the Corporation is prohibited from making payments to directors and executive officers, other than:
(a) the issuance of stock options;
(b) the reimbursement of reasonable general and administrative expenses of the Corporation (including office supplies, office rent and related utilities, equipment leases, fees for legal services and fees for accounting and advisory services) not exceeding in the aggregate $3,000 per month; and
(c) the payment of certain finder's fees.
As a result, the Corporation does not have a formal compensation program in place and relies upon the issuance of stock options under the Corporation's stock option plan (as more particularly described below under the heading Stock Option Plans and Other Incentive Plans) as the sole element of compensation.
The Corporation grants stock options to NEOs and directors from time to time to help enable the Corporation to attract and retain experienced and qualified individuals in those positions by permitting such individuals to directly participate in an increase in per share value created for the Corporation's Shareholders. In determining stock option grants, the Board, together with management, takes into consideration factors that include: the amount and exercise price of previous stock option grants to the individual; the individual's position, experience and responsibilities; overall individual performance; anticipated contribution to the Corporation's future success; and the individual's ability to influence corporate and business performance.
Compensation for the most recently completed fiscal year should not be considered an indicator of expected compensation levels in future periods. All compensation is subject to and dependent on the Corporation's financial resources and prospects and in accordance with TSXV Policy 2.4.
Director and Named Executive Officer Compensation – Excluding Compensation Securities
The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Corporation to each NEO and director, in any capacity, for all or a portion of the fiscal years ended February 28, 2025 and February 29, 2024.
5
| Table of Compensation Excluding Compensation Securities | |||||||
|---|---|---|---|---|---|---|---|
| Name and Position | Fiscal Year Ended Feb. 28/29 | Salary, consulting fee, retainer or commission ($) | Bonus ($) | Committee or meeting fees ($) | Value of perquisites ($) | Value of all other compensation ($) | Total compensation ($) |
| Kristen Reinertson (1) | |||||||
| CEO, President, CFO, Corporate Secretary, and a Director | 2025 | ||||||
| 2024 | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | |||||||
| Jessica Van Den Akker (2) | |||||||
| Director | 2025 | ||||||
| 2024 | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | |||||||
| Joanna Vastardis (2) | |||||||
| Director | 2025 | ||||||
| 2024 | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil |
Notes:
(1) Kristen Reinertson has served as the Chief Executive Officer, President, Chief Financial Officer, Corporate Secretary, and a director of the Corporation since March 3, 2021.
(2) Jessica Van Den Akker and Joanna Vastardis have each served as a director of the Corporation since March 5, 2021.
Stock Options and Other Compensation Securities
The following table sets out all compensation securities granted or issued to each NEO and director by the Corporation during the fiscal year ended February 28, 2025 for services provided or to be provided, directly or indirectly, to the Corporation.
| Compensation Securities | |||||||
|---|---|---|---|---|---|---|---|
| Name and Position | Type of compensation security | Number of compensation securities, number of underlying securities, and percentage of class | Date of issue or grant | Issue, conversion or exercise price ($) | Closing price of security or underlying security on date of grant ($) | Closing price of security or underlying security at year end ($) | Expiry date |
| Kristen Reinertson (1) | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Jessica Van Den Akker (1) | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Joanna Vastardis (1) | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Notes:
(1) As at February 28, 2025, Ms. Reinertson, Ms. Van Den Akker and Ms. Vastardis each held a total of 200,000 stock options to acquire 200,000 common shares.
Exercise of Compensation Securities
No compensation securities were exercised by a NEO or director during the fiscal year ended February 28, 2025.
6
Stock Option Plans and Other Incentive Plans
The Corporation has in effect a 10% “rolling” stock option plan (the "Stock Option Plan") for the purpose of providing effective incentives to directors, officers, employees, consultants and management company employees of the Corporation and to enable the Corporation to attract and retain experienced and qualified individuals in those positions by permitting such individuals to directly participate in an increase in per share value created for the Corporation’s Shareholders.
The Corporation’s Stock Option Plan is described in further detail below under the heading “Particulars of Other Matters to be Acted Upon – Re-Approval of Stock Option Plan”.
Employment, Consulting and Management Agreements
The Corporation does not have any contracts, agreements, plans or arrangements that provide for payments or salary to any NEO or director or which includes any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Corporation or a change in a NEO’s or director’s responsibilities.
Pension Plan Benefits
No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Corporation and none are proposed at this time.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table sets out particulars of the compensation plans under which equity securities of the Corporation are authorized for issuance as of February 28, 2025.
EQUITY COMPENSATION PLAN INFORMATION
| Plan Category | A
Number of securities to be issued upon exercise of outstanding options, warrants and rights | B
Weighted average exercise price of outstanding options, warrants and rights | C
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A) |
| --- | --- | --- | --- |
| Equity compensation plans approved by securityholders (1) | 600,000 | $0.10 | 0 |
| Equity compensation plans not approved by securityholders | N/A | N/A | N/A |
| TOTALS: | 600,000 | $0.10 | 0 |
Note:
(1) Represents the Stock Option Plan of the Corporation. The maximum number of shares reserved for issuance pursuant to the Stock Option Plan is 10% of the issued and outstanding common shares of the Corporation from time to time.
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
Other than "routine indebtedness" as defined in applicable securities legislation, since March 1, 2024, being the beginning of the most recently completed fiscal year of the Corporation, none of:
(a) the executive officers, directors, employees and former executive officers, directors and employees of the Corporation or any of its subsidiaries;
(b) the proposed nominees for election as a director of the Corporation; or
7
(c) any associates of the foregoing persons;
is or has been indebted to the Corporation or any of its subsidiaries or has been indebted to any other entity where that indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries, and which was not entirely repaid on or before the date of this information circular.
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON
No person who has been a director, senior officer or insider of the Corporation, no proposed nominee for director and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting other than the election of directors.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
For purposes of the following discussion, "Informed Person" means (a) a director or executive officer of the Corporation; (b) a director or executive officer of a person or company that is itself an Informed Person or a subsidiary of the Corporation; (c) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Corporation or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Corporation, other than the voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Corporation itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.
Except as disclosed elsewhere in this Information Circular or in the Notes to the Corporation's financial statements for the fiscal year ended February 28, 2025, none of:
(a) the Informed Persons of the Corporation;
(b) the proposed nominees for election as a director of the Corporation; or
(c) any associate or affiliate of the foregoing persons,
has any material interest, direct or indirect, in any transaction since the commencement of the Corporation's fiscal year ended February 28, 2025 or in any proposed transaction which has materially affected or would materially affect the Corporation or any subsidiary of the Corporation.
FINANCIAL STATEMENTS
The audited financial statements of the Corporation for the fiscal year ended February 28, 2025 (the "Financial Statements"), together with the Auditor's Reports thereon, will be presented to Shareholders at the Meeting. The Financial Statements, the Auditor's Reports thereon together with related Management's Discussion and Analysis for the fiscal year ended February 28, 2025 are available on SEDAR+ at www.sedarplus.ca under the Corporation's profile.
REQUEST FOR FINANCIAL STATEMENTS
National Instrument 51-102 "Continuous Disclosure Obligations" sets out the procedures for a shareholder to receive financial statements. If you wish to receive financial statements, you may use the enclosed form or provide instructions in any other written format. Registered shareholders must also provide written instructions in order to receive the Financial Statements.
FIXING THE NUMBER OF DIRECTORS AND ELECTION OF DIRECTORS
The persons named in the enclosed Proxy intend to vote in favour of fixing the number of directors at three (3). Management is nominating three individuals to stand for election. Each director of the Corporation is elected annually and holds office until the next annual general meeting of the Shareholders of the Corporation, until his or her successor is duly elected, or until his or her resignation as a director. In the absence of instructions to the contrary, the shares represented by Proxy will be voted for the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a director.
8
Advance Notice Provisions
The Corporation's articles of incorporation include advance notice provisions (the "Advance Notice Provisions"). The Advance Notice Provisions include, among other things, a provision that requires advance notice be given to the Corporation in circumstances where nomination of persons for election to the Board are made by Shareholders of the Corporation. The Advance Notice Provisions set a deadline by which Shareholders must submit nominations (a "Notice") for the election of directors to the Corporation prior to any annual or special meeting of Shareholders. The Advance Notice Provisions also set forth the information that a Shareholder must include in the Notice to the Corporation, and establish the form in which the Shareholder must submit the Notice for that notice to be in proper written form. In the case of an annual meeting of Shareholders, a Notice must be provided to the Corporation not less than 30 days and not more than 65 days prior to the date of the annual meeting.
As of the date of this Information Circular, the Corporation has not received notice of a nomination in compliance with the Advance Notice Provisions.
INFORMATION CONCERNING NOMINEES SUBMITTED BY MANAGEMENT
The following table sets out the names of the persons proposed to be nominated by management for election as a director, the Province and Country in which each person is ordinarily resident, the positions and offices which each presently holds with the Corporation, the period of time for which each person has been a director of the Corporation, the respective principal occupations or employment during the past five years if such nominee is not presently an elected director and the number of common shares of the Corporation which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular.
The nominees for the office of director and information concerning them as furnished by the individual nominees are as follows. Management recommends, and the persons named in the enclosed Proxy intend to vote in favour of, the election of the following individuals as directors of the Corporation.
| Name, Province or State and Country of Residence, and Position with the Corporation (1) | Present Principal Occupation, Business or Employment (1) | Date Served as Director Since | No. of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly (1) |
|---|---|---|---|
| Kristen Reinertson Vancouver, BC President, CEO, CFO, Corporate Secretary, Director, Promoter | Business Consultant; including director and officer roles of publicly listed companies | March 3, 2021 | 500,000 |
| Jessica Van Den Akker Vancouver, BC Director | Accountant; Business Consultant, including as director and audit committee chair for several publicly listed companies as well as serving as CFO from time to time of private and/or publicly listed companies | March 5, 2021 | 1,060,000 |
| Joanna Vastardis Vancouver, BC Director | Business Consultant; former VP Corporate Finance of a private financial advisory firm | March 5, 2021 | 500,000 |
Note:
(1) The information as to the Province and Country of residence, principal occupation and shares beneficially owned or over which a director exercises control or direction, not being within the knowledge of the Corporation, has been furnished by the respective directors individually as of November 4, 2025, being the Record Date of this Information Circular.
9
Pursuant to National Instrument 52-110, the Corporation is required to have an Audit Committee of its Board of Directors. The current members of the Audit Committee are Jessica Van Den Akker, Joanna Vastardis and Kristen Reinertson. See “Schedule A” below for further information on the Audit Committee of the Corporation.
Except as disclosed below, none of the proposed nominees for director have been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company that:
(a) while that person was acting in that capacity, was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days;
(b) while that person was acting in that capacity, was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days; or
(c) 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) has been subject to:
(i) 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 since December 31, 2000 or before December 31, 2000 the disclosure of which would likely be important to a reasonable security holder in deciding whether to vote for a proposed director; or
(ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.
AUDIT COMMITTEE DISCLOSURE
The charter of the Corporation's audit committee and the other information required to be disclosed by Form 52-110F2 are attached as Schedule "A".
CORPORATE GOVERNANCE
The information required to be disclosed by National Instrument 58-101 Disclosure of Corporate Governance Practices is attached to this information circular as Schedule "B".
APPOINTMENT AND REMUNERATION OF AUDITOR
Shareholders will be asked to approve the re-appointment of SHIM and Associates LLP, Chartered Professional Accountants, of Vancouver, British Columbia as auditor of the Corporation. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the re-appointment of SHIM and Associates LLP, Chartered Professional Accountants as auditor of the Corporation to hold office until the close of the next annual general meeting of the Corporation. It is proposed that the remuneration to be paid to the auditor of the Corporation be fixed by the Board of Directors of the Corporation. SHIM and Associates LLP, Chartered Professional Accountants have been auditor of the Corporation since January 2022.
Management recommends, and the persons named in the enclosed Proxy intend to vote in favour of, the re-appointment of SHIM and Associates LLP, Chartered Professional Accountants, of Vancouver, British Columbia as auditor of the Corporation, and the remuneration to be paid to the auditor of the Corporation be fixed by the Board of Directors of the Corporation.
10
PARTICULARS OF OTHER MATTERS TO BE ACTED UPON
Re-Approval of Stock Option Plan
The Corporation has in effect a 10% “rolling” Stock Option Plan for the purpose of providing effective incentives to directors, officers, employees, consultants and management company employees of the Corporation and to enable the Corporation to attract and retain experienced and qualified individuals in those positions by permitting such individuals to directly participate in an increase in per share value created for the Corporation’s Shareholders. The Corporation is also able to grant stock options to eligible charitable organizations.
The Stock Option Plan was adopted by the Board on January 31, 2022 and last approved by Shareholders at the Corporation’s last annual general meeting of Shareholders held on August 26, 2024. Under the policies of the TSXV, a rolling stock option plan must be re-approved on a yearly basis by Shareholders. Accordingly, at this Meeting, Shareholders will be asked to pass an ordinary resolution re-approving the Corporation’s Stock Option Plan. A copy of the Stock Option Plan can be requested from the Corporation and copies will be available at the Meeting. The key details of the Stock Option Plan are set forth below:
- The maximum number of common shares reserved for issuance under the Stock Option Plan shall not exceed in aggregate such number of common shares as is equal to 10% of the common shares issued and outstanding at the time of grant of a stock option.
- Stock options granted under the Stock Option Plan shall have a maximum term of ten years from the date of issue.
- The exercise price of stock options granted under the Stock Option Plan shall be determined by the Board of Directors but shall not be lower than the last closing price for common shares of the Corporation as quoted on the TSXV, less any discount permitted by the TSXV, at the time of grant, and provided that, if the Corporation is a CPC, the exercise price shall not be lower than the price of the Corporation’s initial public offering ($0.10).
- Until the completion of a Qualifying Transaction, stock options may only be granted to directors, officers and technical consultants of the Corporation (or to a company wholly-owned by such individual) and to eligible charitable organizations. While the Corporation is a CPC, the number of common shares reserved for issuance under the Stock Option Plan and any other Security Based Compensation Plan (as defined by the TSXV) to: (a) any individual director or officer will not exceed 5% of the issued and outstanding common shares at the time of grant; (b) all technical consultants will not exceed 2% of the issued and outstanding common shares as at the time of grant; and (c) all eligible charitable organizations will not exceed 1% of the issued and outstanding common shares at the time of grant. The Corporation, as long as it is a CPC, will not grant stock options to any person providing investor relations activities, promotional or market-making services.
- Upon completion of a Qualifying Transaction, the number of common shares reserved for issuance under the Stock Option Plan and any other Security Based Compensation Plan to: (a) any one Person in a 12 month period will not exceed 5% of the issued and outstanding common shares at the time of grant; (b) any one consultant in a 12 month period will not exceed 2% of the issued and outstanding common shares as at the time of grant; (c) all Persons providing investor relation services will not exceed 2% of the issued and outstanding common shares at the time of grant; and (d) all eligible charitable organizations will not exceed 1% of the issued and outstanding common shares at the time of grant.
- While the Corporation’s common shares are listed for trading on the TSXV, the aggregate number of common shares reserved for issuance to Insiders under the Stock Option Plan and any other Security Based Compensation Plan shall not exceed 10% of the outstanding common shares at any point in time and in any 12 month period shall not exceed 10% of the outstanding common shares at the time of the grant.
- Stock options shall vest as the Board of Directors of the Corporation may determine upon the award of the stock options, notwithstanding that stock options granted to Persons providing investor relation services shall vest in stages over a period of no less than 12 months with: (a) no more than one-quarter of such stock options vesting no sooner than 3 months after grant; (b) no more than one-quarter of such stock options vesting no sooner than 6 months after grant; (c) no more than one-quarter of such stock options vesting no sooner than
11
9 months after grant; and (d) no more than one-quarter of such stock options vesting no sooner than 12 months after grant.
-
The expiry date of a stock option shall be the earlier of the date fixed by the Corporation’s Board of Directors on the award date, and: (a) in the event of the death or disability of the stock option holder while he or she is a director, officer, employee, consultant or management company employee, 12 months from the date of death or disability of such stock option holder; (b) in the event that the stock option holder ceases to be a director, officer, employee, consultant or management company employee other than by reason of death or disability, 90 days following the date such stock option holder ceases to be a director, officer, employee, consultant or management company employee (provided that if the Corporation is a CPC and the stock option holder does not carry on as a director, officer, consultant or employee of the Corporation upon completion of the Corporation’s Qualifying Transaction, the options shall be exercisable until the later of 12 months after the completion of such Qualifying Transaction and the 90 days after such stock option holder ceases to be a director, officer, consultant or employee for any reason other than death, disability or cause); (c) the date on which the stock option holder ceases to be a director, officer, consultant or employee by reason of termination of the stock option holder as an employee or consultant of the Corporation for cause (which, in the case of a consultant, includes any breach of an agreement between the Corporation and the consultant); (d) 30 days after a stock option holder who is engaged in investor relations activities for the Corporation ceases to be employed to provide investor relations activities; and (e) no later than 90 days following the date a stock option holder ceases to be an eligible charitable organization.
-
All stock options and common shares issued pursuant to the exercise of stock options issued prior to the completion of the Qualifying Transaction are held in escrow until the completion of the Qualifying Transaction.
"Consultant", "Director", "Eligible Charitable Organization", "Employee", "Insider", "Investor Relations Service Provider", "Management Company Employee", "Officer", "Person", and "Security Based Compensation Plan" all have the same definition as in the policies of the TSX Venture Exchange.
Management recommends, and the persons named in the enclosed Proxy intend to vote in favour of, the re-approval of the Stock Option Plan.
The text of the resolution to be passed is as follows. In order to be passed, a majority of the votes cast at the Meeting in person or by Proxy must be voted in favour of the resolution.
"BE IT RESOLVED THAT the Corporation's stock option plan dated January 31, 2022 be and is hereby ratified, confirmed and approved with such additional provisions and amendments, provided that such are not inconsistent with the policies of the TSX Venture Exchange, as the directors of the Corporation may deem necessary or advisable."
OTHER MATTERS
As of the date of this information circular, management knows of no other matters to be acted upon at this Meeting. However, should any other matters properly come before the 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 Corporation is on SEDAR+ at www.sedarplus.ca under the Corporation’s profile. Financial information relating to the Corporation is provided in the Corporation’s Financial Statements and related Management's Discussion and Analysis for the fiscal year ended February 28, 2025. Shareholders may contact the Corporation to request copies of Financial Statements and related Management's Discussion and Analysis at its head office: 25th Floor, 700 West Georgia Street, Vancouver, British Columbia, V7Y 1B3 or by email at: [email protected].
The Notice of Annual General Meeting of Shareholders, Information Circular, Request for Financial Statements and form of Proxy will be available on SEDAR+ at www.sedarplus.ca under the Corporation’s profile or from the Corporation's head office.
12
APPROVAL OF THE DIRECTORS
The directors of the Corporation have approved the content and the sending of this Information Circular.
DATED at Vancouver, British Columbia, this 4th day of November, 2025.
BY ORDER OF THE BOARD OF DIRECTORS
"Kristen Reinertson"
Kristen Reinertson
Chief Executive Officer and Director
SCHEDULE "A"
FORM 52-110F2
AUDIT COMMITTEE DISCLOSURE
ITEM 1: THE AUDIT COMMITTEE'S CHARTER (the "Charter")
PURPOSE
The overall purpose of the audit committee (the "Audit Committee") of JVR Ventures Inc. (the "Corporation") is to ensure that the Corporation's management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the financial statements and related financial disclosure of the Corporation, and to review the Corporation's compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information. It is the intention of the Corporation's Board of Directors (the "Board") that through the involvement of the Audit Committee, the external audit will be conducted independently of the Corporation's management to ensure that the independent auditors serve the interests of shareholders rather than the interests of management of the Corporation. The Audit Committee will act as a liaison to provide better communication between the Board and the external auditors. The Audit Committee will monitor the independence and performance of the Corporation's independent auditors.
COMPOSITION, PROCEDURES AND ORGANIZATION
(1) The Audit Committee shall consist of at least three members of the Board.
(2) At least two (2) members of the Audit Committee shall be independent and the Audit Committee shall endeavour to appoint a majority of independent directors to the Audit Committee, who in the opinion of the Board, would be free from a relationship which would interfere with the exercise of the Audit Committee members' independent judgment. At least one (1) member of the Audit Committee shall have accounting or related financial management expertise. All members of the Audit Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices applicable to the Corporation. For the purposes of this Charter, an individual is financially 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 issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation's financial statements.
(3) The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Audit Committee for the ensuing year. The Board may at any time remove or replace any member of the Audit Committee and may fill any vacancy in the Audit Committee.
(4) Unless the Board shall have appointed a chair of the Audit Committee, the members of the Audit Committee shall elect a chair and a secretary from among their number.
(5) The quorum for meetings shall be a majority of the members of the Audit Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.
(6) The Audit Committee shall have access to such officers and employees of the Corporation and to the Corporation's external auditors, and to such information respecting the Corporation, as it considers to be necessary or advisable in order to perform its duties and responsibilities.
(7) Meetings of the Audit Committee shall be conducted as follows:
(a) the Audit Committee shall meet at least four times annually at such times and at such locations as may be requested by the chair of the Audit Committee. The external auditors or any member of the Audit Committee may request a meeting of the Audit Committee;
(b) the external auditors shall receive notice of and have the right to attend all meetings of the Audit Committee; and
(c) management representatives may be invited to attend all meetings except private sessions with the external auditors.
(8) The internal auditors and the external auditors shall have a direct line of communication to the Audit Committee through its chair and may bypass management if deemed necessary. The Audit Committee, through its chair, may contact directly any employee in the Corporation as it deems necessary, and any employee may bring before the Audit Committee any matter involving questionable, illegal or improper financial practices or transactions.
ROLES AND RESPONSIBILITIES
(1) The overall duties and responsibilities of the Audit Committee shall be as follows:
(a) to assist the Board in the discharge of its responsibilities relating to the Corporation's accounting principles, reporting practices and internal controls and its approval of the Corporation's annual and quarterly consolidated financial statements and related financial disclosure;
(b) to establish and maintain a direct line of communication with the Corporation's internal and external auditors and assess their performance;
(c) to ensure that the management of the Corporation has designed, implemented and is maintaining an effective system of internal financial controls; and
(d) to report regularly to the Board on the fulfilment of its duties and responsibilities.
(2) The duties and responsibilities of the Audit Committee as they relate to the external auditors shall be as follows:
(a) to recommend to the Board a firm of external auditors to be engaged by the Corporation, and to verify the independence of such external auditors;
(b) to review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;
(c) review the audit plan of the external auditors prior to the commencement of the audit;
(d) to review with the external auditors, upon completion of their audit:
A. contents of their report;
B. scope and quality of the audit work performed;
C. adequacy of the Corporation's financial and auditing personnel;
D. co-operation received from the Corporation's personnel during the audit;
E. internal resources used;
F. significant transactions outside of the normal business of the Corporation;
G. significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems; and
H. the non-audit services provided by the external auditors;
(e) to discuss with the external auditors the quality and not just the acceptability of the Corporation's accounting principles; and
(f) to implement structures and procedures to ensure that the Audit Committee meets the external auditors on a regular basis in the absence of management.
(3) The duties and responsibilities of the Audit Committee as they relate to the internal control procedures of the Corporation are to:
- 3 -
(a) review the appropriateness and effectiveness of the Corporation's policies and business practices which impact on the financial integrity of the Corporation, including those relating to internal auditing, insurance, accounting, information services and systems and financial controls, management reporting and risk management;
(b) review compliance under the Corporation's business conduct and ethics policies and to periodically review these policies and recommend to the Board changes which the Audit Committee may deem appropriate;
(c) review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Corporation; and
(d) periodically review the Corporation's financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the external auditors have been implemented.
(4) The Audit Committee is also charged with the responsibility to:
(a) review the Corporation's quarterly statements of earnings, including the impact of unusual items and changes in accounting principles and estimates and report to the Board with respect thereto;
(b) review and approve the financial sections of:
A. the annual report to shareholders;
B. the annual information form, if required;
C. annual and interim management's discussion and analysis;
D. prospectuses;
E. news releases discussing financial results of the Corporation; and
F. other public reports of a financial nature requiring approval by the Board, and report to the Board with respect thereto;
(c) review regulatory filings and decisions as they relate to the Corporation's consolidated financial statements;
(d) review the appropriateness of the policies and procedures used in the preparation of the Corporation's consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;
(e) review and report on the integrity of the Corporation's consolidated financial statements;
(f) review the minutes of any audit committee meeting of subsidiary companies;
(g) review with management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Corporation and the manner in which such matters have been disclosed in the consolidated financial statements;
(h) review the Corporation's compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of financial information; and
(i) develop a calendar of activities to be undertaken by the Audit Committee for each ensuing year and to submit the calendar in the appropriate format to the Board following each annual general meeting of shareholders.
(5) The Audit Committee shall have the authority:
(a) to engage independent counsel and other advisors as it determines necessary to carry out its duties,
(b) to set and pay the compensation for any advisors employed by the Audit Committee; and
(c) to communicate directly with the internal and external auditors.
- 4 -
ITEM 2: COMPOSITION OF THE AUDIT COMMITTEE
The current members of the Audit Committee are Jessica Van Den Akker, Joanna Vastardis and Kristen Reinertson. All of the members are financially literate and Ms. Van Den Akker and Ms. Vastardis are independent members of the Audit Committee. "Independent" and "financially literate" have the meaning used in National Instrument 52-110 ("NI 52-110") of the Canadian Securities Administrators.
ITEM 3: RELEVANT EDUCATION AND EXPERIENCE
NI 52-110 provides that an individual is "financially 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 issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation's financial statements.
All of the members of the Corporation's Audit Committee are financially literate as that term is defined in NI 52-110. All members have an understanding of the accounting principles used by the Corporation to prepare its financial statements and have an understanding of its internal controls and procedures for financial reporting. In addition to each member's general business experience, the education and experience of each Audit Committee member relevant to the performance of his or her responsibilities as an Audit Committee member is as follows:
Ms. Van Den Akker is a Chartered Professional Accountant (CPA, CA) with 15 years' experience in the venture sector. She gained extensive experience through a Canadian audit firm providing reporting and accounting assurance services to publicly traded companies, primarily in natural resources and emerging technology. Ms. Van Den Akker is an Audit Committee Chair for several public companies and also has served as Chief Financial Officer for numerous other public companies.
Ms. Vastardis has over 12 years of experience in advising and assisting Canadian public companies with their continuous disclosure obligations and regulatory compliance requirements. She is a graduate of UBC with extensive background in corporate finance and financial reporting and has served as a director and/or senior officer of several publicly listed companies.
Ms. Reinertson has 18 years' experience providing public companies with corporate administration and financial reporting services. She has worked as Vice President of a private financial advisory firm and has served as the Chief Executive Officer, Chief Financial Officer, Corporate Secretary, and/or Director of several publicly listed companies. Ms. Reinertson studied at Simon Fraser University and British Columbia Institute of Technology.
ITEM 4: AUDIT COMMITTEE OVERSIGHT
At no time since the commencement of the Corporation's most recently completed fiscal year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.
ITEM 5: RELIANCE ON CERTAIN EXEMPTIONS
Since incorporation, the Corporation has not relied on the exemptions contained in Section 2.4 or Part 8 of NI 52-110, in whole or in part. Section 2.4 provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Part 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.
ITEM 6: PRE-APPROVAL POLICIES AND PROCEDURES
Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Board, and where applicable by the Audit Committee, on a case by case basis.
- 5 -
ITEM 7: EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)
The following table sets out the aggregate fees charged to the Corporation by the external auditor for the two most recent fiscal years:
| Year ended February 29, 2024 | Year ended February 28, 2025 | |
|---|---|---|
| Audit fees | $7,400 | $8,000 |
| Audit related fees | Nil | Nil |
| Tax fees | Nil | Nil |
| All other fees (non-tax) | Nil | Nil |
| Total Fees: | $7,400 | $8,000 |
ITEM 8: EXEMPTION
In respect of the most recently completed fiscal year, the Corporation is relying on the exemption set out in section 6.1 of NI 52-110.
SCHEDULE "B"
FORM 58-101F2
CORPORATE GOVERNANCE DISCLOSURE
Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices, JVR Ventures Inc. (the "Corporation") is required to and hereby discloses its corporate governance practices as follows.
ITEM 1. BOARD OF DIRECTORS
The Board of Directors (the "Board") of the Corporation facilitates its exercise of independent supervision over the Corporation’s management through frequent meetings of the Board.
The Board is currently comprised of three (3) directors. Two of the directors are considered independent, namely Jessica Van Den Akker and Joanna Vastardis. Kristen Reinertson is not an independent director because of her position as Chief Executive Officer, President, Chief Financial Officer and Corporate Secretary of the Corporation.
ITEM 2. DIRECTORSHIPS
The directors of the Corporation are currently directors of the following other reporting issuers:
| Name | Name of Reporting Issuer |
|---|---|
| Kristen Reinertson | BeMetals Corp. |
| Jessica Van Den Akker | Baltic I Acquisition Corp. |
| GR Silver Mining Ltd. | |
| Kenorland Minerals Ltd. | |
| Tristar Gold Inc. | |
| Joanna Vastardis | N/A |
ITEM 3. ORIENTATION AND CONTINUING EDUCATION
The Board briefs all new directors with the policies of the Board of Directors, and other relevant corporate and business information. In particular, the Board oversees an orientation program to familiarize new directors with the Corporation's business and operations, including the Corporation's reporting structure, strategic plans, significant financial, accounting and risk issues and compliance programs and policies, management and the external auditors. The Board oversees ongoing education for all directors.
ITEM 4. ETHICAL BUSINESS CONDUCT
The Board has found that the fiduciary duties placed on individual directors by the Corporation’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.
Under the corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and disclose to the board the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party to the contract or transaction or has a material interest in a party to the contract or transaction. The director must then abstain from voting on the contract or transaction unless the contract or transaction (i) relates primarily to their remuneration as a director, officer, employee or agent of the Corporation or an affiliate of the Corporation, (ii) is for indemnity or insurance for the benefit of the director in connection with the Corporation, or (iii) is with an affiliate of the Corporation. If the director abstains from voting after disclosure of their interest, the directors approve the contract or transaction and the contract or transaction was reasonable and fair to the Corporation at the time it was entered into, the contract or transaction is not
- 2 -
invalid and the director is not accountable to the Corporation for any profit realized from the contract or transaction. Otherwise, the director must have acted honestly and in good faith, the contract or transaction must have been reasonable and fair to the Corporation and the contract or transaction be approved by the shareholders by a special resolution after receiving full disclosure of its terms in order for the director to avoid such liability or the contract or transaction being invalid.
ITEM 5. NOMINATION OF DIRECTORS
The Board is responsible for identifying individuals qualified to become new Board members and recommending to management new director nominees for the next annual meeting of the shareholders. The Board shall recruit and consider candidates for directors, including any candidates recommended by shareholders, having regard for the background, employment and qualifications of possible candidates.
New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Corporation, the ability to devote the time required, shown support for the Corporation’s mission and strategic objectives, and a willingness to serve.
ITEM 6. COMPENSATION
The Board shall determine the terms upon which directors shall be compensated, the Chair of the Board and those acting as committee chairs that adequately reflect the responsibilities they are assuming. The Board takes into account the types of compensation and the amounts paid to directors of comparable publicly traded Canadian companies.
Notwithstanding the foregoing, as long as the Corporation is a capital pool company (as defined by the TSX Venture Exchange), it will not pay compensation to its directors and senior officers, other than the granting of stock options from time to time.
ITEM 7. OTHER BOARD COMMITTEES
The Board of Directors has no other committees other than the Audit Committee.
ITEM 8. ASSESSMENTS
The Board assesses its needs with respect to rules and guidelines governing and regulating the affairs of the Board including the frequency and location of Board and committee meetings, procedures for establishing meeting agendas and the conduct of meetings, the adequacy and quality of the information provided to the Board prior to and during its meetings, and the availability, relevance and timeliness of discussion papers, reports and other information required by the Board.
The Board periodically reviews the competencies, skills and personal qualities of each existing director and the contributions made by each director to the effective operation of the Board and reviews any significant change in the primary occupation of the director.
The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees.