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1135 Terminal Way
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Suite 207B
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Reno, Nevada 89502
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775-322-4448
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Dear Shareholder:
You are invited to the Annual
Meeting of the Shareholders (the Shareholders Meeting) of Infrastructure
Materials Corp. (the Company). The Company will hold its Shareholders Meeting
at the offices of Proventure Law LLP, Suite 700, 1300 - 8th Street S.W.,
Calgary, Alberta T2R 1B2 at 10:30 A.M. Mountain Daylight Time on July 16, 2013,
for the following purposes:
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1.
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To elect five directors to serve until the next
Shareholders Meeting or until their respective successors are elected or
appointed;
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2.
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To approve the Companys Amended Stock Option
Plan;
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3
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To consider and vote upon an advisory, non-binding
resolution to approve our executive compensation as described in the Proxy
Statement and Information Circular;
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4
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To consider and vote upon an advisory, non-binding
proposal with respect to the frequency with which Shareholders will vote
on our executive compensation;
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5.
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To ratify the appointment of Schwartz Levitsky Feldman
LLP as the independent auditors of the Company for the fiscal year ending
June 30, 2013; and
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6.
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To transact such other business as may properly come
before the Shareholders Meeting, or any adjournment or postponement
thereof.
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The Board of Directors has fixed
May 28, 2013 as the Record Date (the Record Date) for determining the
Shareholders entitled to receive notice of, and to vote at, the Shareholders
Meeting or any adjournment or postponement thereof. Only Shareholders of record
at the close of business on that date will be entitled to notice of, and to vote
at, the Shareholders Meeting.
All Shareholders are invited to
attend the Shareholders Meeting in person. However, even if you expect to be
present at the Shareholders Meeting, you are requested to mark, sign, date, and
return the enclosed proxy card as promptly as possible in the envelope provided
to ensure your representation. All proxies must be received by the Company not
less than forty-eight (48) hours, excluding Saturdays, Sundays, and holidays
prior to the time of the Shareholders Meeting in order to be counted.
Shareholders of record attending the Shareholders Meeting may vote in person
even if they have previously voted by proxy.
We have enclosed the Companys
Proxy Statement and Information Circular in connection with the Shareholders
Meeting. If you have any questions concerning this Proxy Statement and
Information Circular or need help in voting your Shares, please contact: Anne
Macko at our Corporate Office in Reno, Nevada at 775-322-4448.
Included with this Proxy
Statement and Information Circular is the Companys Annual Report on Form 10-K
for the fiscal years ended June 30, 2012 and 2011 and the Companys quarterly
report on Form 10-Q for the quarterly period ended March 31, 2013.
Additional information about the Company is available at
the website maintained by the Securities and Exchange Commission at
http://www.sec.gov/edgar/searchedgar/companysearch.html
and at the System for
Electronic Document Analysis and Retrieval (SEDAR) web site maintained by
Canadian securities regulatory authorities at www.sedar.com/search.
Dated this 5th day of June, 2013
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Mason Douglas
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Mason Douglas, Director and
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President and Chief Executive Officer
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2
INFRASTRUCTURE MATERIALS CORP.
PROXY STATEMENT AND INFORMATION CIRCULAR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 16,
2013
GENERAL
The enclosed proxy is solicited by the Board of Directors of
Infrastructure Materials Corp. (the "Company" or Infrastructure Materials),
for use at the Annual Meeting of Shareholders (the Meeting) of the Company to
be held at the offices of Proventure Law LLP, Suite 700, 1300 - 8th Street S.W.,
Calgary, Alberta T2R 1B2, at 10:30 A.M. Mountain Daylight Time on July 16, 2013,
and at any adjournment or postponement thereof.
The Board of Directors has fixed May 28, 2013, as the record
date (the Record Date) for determining the Shareholders of the Company
(individually a Shareholder and collectively the Shareholders) entitled to
received notice of, and to vote at, the Meeting or any adjournment or
postponement thereof. Only Shareholders of record at the close of business on
the Record Date will be entitled to notice of, and to vote at, the Meeting. This
Proxy Statement and the accompanying proxy card are being mailed to our
Shareholders as of the Record Date on or about June 5, 2013.
The cost of solicitation will be borne by the Company. The
solicitation will be made primarily by mail. Proxies may also be solicited
personally or by telephone by certain of the Companys directors, officers and
regular employees, who will not receive additional compensation therefore. In
addition, the Company will reimburse brokerage firms, custodians, nominees and
fiduciaries for their expenses in forwarding solicitation materials to
beneficial owners. The total cost of proxy solicitation, including legal fees,
mailing and other expenses incurred in connection with the preparation of this
Proxy Statement and Information Circular, is estimated to be approximately
$45,000.
APPOINTMENT OF PROXYHOLDER
The persons named as proxyholder in the accompanying form of
proxy were designated by the management of the Company (the "Management
Proxyholders"). A Shareholder desiring to appoint some other person to represent
him at the Meeting may do so by inserting such other person's name in the space
indicated or by completing another proper form of proxy. A person appointed as
proxyholder need not be a Shareholder of the Company. All completed proxy forms
must be deposited with the Company or its Transfer Agent (who is tabulating the
vote) not less than forty-eight (48) hours, excluding Saturdays, Sundays, and
holidays, before the time of the Meeting or any adjournment of it unless the
chairman of the Meeting elects to exercise his discretion to accept proxies
received subsequently.
EXERCISE OF DISCRETION BY PROXYHOLDER
The proxyholder will vote for or against or withhold from
voting the Shares, as directed by a Shareholder on the proxy, on any ballot that
may be called for. In the absence of any such direction, the Management
Proxyholder will vote in favor of matters described in the proxy.
The enclosed form of proxy confers discretionary authority upon
the proxyholder with respect to amendments or variations to matters identified
in the attached Notice of Meeting and other matters which may properly come
before the Meeting. At present, Management of the Company knows of no such
amendments, variations or other matters.
PROXY VOTING
Registered Shareholders
If you are a registered Shareholder, you may wish to vote by
proxy whether or not you attend the Meeting in person. If you submit a proxy,
you must complete, date and sign the Proxy Card included with this package, and then return it to our Transfer Agent who is tabulating the
vote, by mail or by hand delivery at Olde Monmouth Stock Transfer Co., Inc., 200
Memorial Parkway, Atlantic Highlands, NJ 07716 not less than 48 hours (excluding
Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof
at which the Proxy is to be used.
Beneficial Shareholders
The following information is of significance to Shareholders
who do not hold Shares in their own name. Beneficial Shareholders should note
that the only proxies that can be recognized and acted upon at the Meeting are
those deposited by registered Shareholders (those whose names appear in the
records of the Company as the registered holders of Shares).
Intermediaries are required to seek voting instructions from
Beneficial Shareholders in advance of Shareholders' meetings. Every intermediary
has its own mailing procedures and provides its own return instructions to
clients.
If you are a Beneficial Shareholder:
You should carefully follow the instructions of your broker or
intermediary in order to ensure that your Shares are voted at the Meeting.
The form of proxy supplied to you by your broker will be
similar to the Proxy provided to registered Shareholders by the Company.
However, its purpose is limited to instructing the intermediary on how to vote
on your behalf. Most brokers now delegate responsibility for obtaining
instructions from clients to Broadridge Financial Solutions, Inc. (Broadridge)
in the United States and in Canada. Broadridge mails a voting instruction form
in lieu of a Proxy provided by the Company. The voting instruction form will
name the same persons as the Company's Proxy to represent you at the Meeting.
You have the right to appoint a person (who need not be a beneficial Shareholder
of the Company), other than the person(s) designated in the voting instruction
form, to represent you at the Meeting. To exercise this right, you should insert
the name of the desired representative in the blank space provided in the voting
instruction form. The completed voting instruction form must then be returned to
Broadridge by mail or facsimile or given to Broadridge by phone or over the
internet, in accordance with Broadridges instructions. Broadridge then
tabulates the results of all instructions received and provides appropriate
instructions respecting the voting of Shares to be represented at the Meeting.
If you receive a voting instruction form from Broadridge, you cannot use it to
vote Shares directly at the Meeting. The voting instruction form must be
completed and returned to Broadridge, in accordance with its instructions, in
advance of the Meeting in order to have the Shares voted.
Although as a Beneficial Shareholder you may not be recognized
directly at the Meeting for the purposes of voting Shares registered in the name
of your broker, you, or a person designated by you, may attend the Meeting as
proxyholder for your broker and vote your Shares in that capacity. If you wish
to attend the Meeting and indirectly vote your Shares as proxyholder for your
broker, or have a person designated by you do so, you should enter your own
name, or the name of the person you wish to designate, in the blank space on the
voting instruction form provided to you and return the same to your broker in
accordance with the instructions provided by such broker, in advance of the
Meeting.
Alternatively, you can request in writing that your broker send
you a legal proxy which would enable you, or a person designated by you, to
attend at the Meeting and vote your Shares.
IF YOU DO NOT GIVE INSTRUCTIONS TO YOUR BROKER OR OTHER
NOMINEE, YOUR SHARES MAY NOT BE VOTED OR THEY MAY BE VOTED WITHOUT YOUR
DIRECTION.
REVOCATION OF PROXIES
In addition to revocation in any other manner permitted by law,
a registered Shareholder who has given a proxy may revoke it by:
(a)
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Executing a proxy bearing a later date or by executing a
valid notice of revocation, either of the foregoing to be executed by the
registered Shareholder or the registered Shareholders authorized attorney
in writing or, if the Shareholder is a corporation, under its corporate
seal by an officer or attorney duly authorized, and by delivering the
proxy bearing a later date to the Company at any time up to and including
the last business day that precedes the day of the Meeting or, if the
Meeting is adjourned, the last business day that precedes any reconvening
thereof, or to the chairman of the Meeting on the day of the Meeting or
any reconvening thereof, or in any other manner provided by law,
or
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(b)
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Personally attending the Meeting and voting the
registered Shareholders Shares.
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2
A revocation of a proxy will not affect a matter on which a
vote is taken before the revocation.
VOTING PROCEDURE
A majority of the Shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of Shareholders. Any
number of Shareholders, even if less than a quorum, may adjourn the meeting
without further notice until a quorum is obtained. Broker non-votes occur when a
person holding Shares through a bank or brokerage account does not provide
instructions as to how his or her Shares should be voted and the broker does not
exercise discretion to vote those Shares on a particular matter. Abstentions and
broker non-votes will be included in determining the presence of a quorum at the
Meeting. However, an abstention or broker non-vote will not have any effect on
the outcome of the proposals submitted to Shareholders.
Shares for which proxy cards are properly executed and returned
will be voted at the Meeting in accordance with the directions noted thereon or,
in the absence of directions, will be voted: (1) "FOR" the election of each of
the nominees to the Board of Directors named on the following page; (2) FOR
the approval of the Companys Amended Stock Option Plan, (3) FOR the approval
of the non-binding resolution on executive compensation, (4) FOR the three
years option on the frequency of executive compensation votes and (5) "FOR" the
resolution to ratify the appointment of Schwartz Levitsky Feldman LLP as the
independent auditors of the Company for the fiscal year ending June 30, 2013. It
is not expected that any matters other than those referred to in this Proxy
Statement and Information Circular will be brought before the Meeting. If,
however, other matters are properly presented, the persons named as proxies will
vote in accordance with their discretion with respect to such matters.
3
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors proposes that the following five (5)
nominees be elected as directors at the Meeting, each of whom will hold office
until the expiration of their term or until his or her successor shall have been
duly appointed or elected and qualified:
Unless otherwise instructed, it is the intention of the persons
named as proxies on the accompanying proxy card to vote Shares represented by
properly executed proxies for the election of such nominees. Although the board
of directors anticipates that the five (5) nominees will be available to serve
as directors of the Company, if any of them should be unwilling or unable to
serve, it is intended that the proxies will be voted for the election of such
substitute nominee or nominees as may be designated by the Board of
Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
EACH NOMINEE.
The following table provides information regarding our current
directors, each of whom is a nominee for re-election to our Board of
Directors.
Name
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Age
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Position with the Company
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Position Held Since
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Todd Montgomery
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46
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Director
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Director as of May 1, 2006
CEO May 5, 2006 - October 1,
2012
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Mason Douglas
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38
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Director and President and CEO
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Director as of May 1, 2006
President as of June 18, 2008
Chief Executive Officer as of
October 1, 2012
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Randal Ludwar
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58
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Director
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May 1, 2006
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Joseph Montgomery
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85
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Director and Chairman of the
Board
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May 1, 2006
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Brent Walter
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47
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Director
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May 1, 2006
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The individual experiences, qualifications, attributes and
skills of our current directors relevant to serving on our Board of Directors
are set forth below.
Todd Montgomery
Director
Mr. Montgomery served as the Companys Chief Executive Officer
from May 5, 2006 to October 1, 2012. Mr. Montgomery was the founder and former
President of Anglo Potash Ltd. (TSX-V), a Canadian mining company, formerly
Anglo Minerals Ltd. This company was purchased by BHP in 2008. In 1999, Mr.
Montgomery founded and served as President and Chief Operating Officer of
SynEnco Energy Inc., an oil sands development corporation. Mr. Montgomery has
provided independent mining consulting services for a number of private and
public corporations. Mr. Montgomery is also currently serving as President, CEO
and a director of Canadian Platinum Corp. (TSX-V); and as CEO, President and a
director of Pacific Iron Ore Corporation (TSX-V). He has previously served as
CEO and a director of Anglo Canadian Oil Corp. (TSX-V); CEO and a director of
Anglo Aluminum Corp. (TSX-V), and as Chairman of PanWestern Energy Ltd. (TSX-V).
Mr. Montgomery is 46 years old. Todd Montgomery is the nephew of Joseph
Montgomery, who also serves as Chairman of the Companys Board of Directors.
4
Mason Douglas
Chief Executive Officer, President,
Director
Mr. Douglas is the President and Chief Executive Officer and a
Director of the Company. Mr. Douglas received an MBA from the University of
Saskatchewan in 2000. He received his Bachelor of Law (LL.B) from the University
of Calgary in 2007. Mr. Douglas is presently an inactive member of the Law
Society of Alberta. Between 2001 and 2004 Mr. Douglas was Vice President of
Operations of Western Petrochemicals Corp., a privately owned oil development
company. Between 2001 and 2006 he also was an independent consultant providing
business plans, economic modeling and project management for a variety of mining
projects. Mr. Douglas is currently serving as a director of Canadian Platinum
Corp. (TSX-V) and previously served as a director of Anglo Canadian Oil Corp.
(TSX-V) and as Chief Operating Officer and a director of Anglo Aluminum Corp.
(TSX-V). Mr. Douglas is 38 years old.
Randal Ludwar -
Director
Mr. Ludwar received a B.Sc. (1977) in Business Administration
from Yale University. Mr. Ludwar has been a private consultant to the Montgomery
Group of Companies for the past seventeen years. He currently serves as Chief
Financial Officer and a director of Canadian Platinum Corp. (TSX-V) and
previously served as a director of McGregor Capital Corp. (TSX-V), Anglo Potash
Ltd. (TSX-V) and Klondike Capital Corp. (TSX-V). Mr. Ludwar is 58 years old.
Joseph Montgomery
- Director and Chairman of the
Board
Dr. Montgomery is a geological engineer. He holds a B.Sc.
(1959) in Geology, a M.Sc. (1960) in Geology and a Ph.D. (1967) in Geology. Dr.
Montgomery has been a practicing geological engineer since 1959 and maintains
his professional status as a member of the Association of Professional Engineers
and Earth Sciences of British Columbia. He is also a member of the advisory
board of the Canadian Institute of Gemology and is currently serving as
Executive Vice President and a Director of Cosigo Resources Ltd. (TSX-V). Dr.
Montgomery has previously served as a director of Abitibi Mining Corp. (TSX-V),
Amador Gold Corp. (TSX-V), Klondike Silver Corp. (TSX-V), Golden Chalice
Resources Inc. (TSX-V), Kalahari Resources Inc. (TSX-V), Klondike Gold Corp.
(TSX-V), Anglo Potash Ltd. (TSX-V), Sedex Mining Corp. (TSX-V), Chalice Diamond
Corp. (TSX), Zincorp Resources Corp. (TSX), Pacific Iron Ore Corp. (TSX-V) and
Almaden Minerals Ltd. (TSX). Dr. Montgomery is 85 years old. Dr. Montgomery is
the uncle of Todd Montgomery, who also serves as a member of the Companys Board
of Directors.
Brent Walter
- Director
Mr. Walter received a LLB degree from the University of
Saskatchewan in 1990. He is a lawyer with the firm, ProVenture Law LLP in
Calgary, Alberta, and practices primarily in the areas of securities and
corporate/commercial law. Mr. Walter currently serves as a director and officer
of a number of public and private corporations, including Red Rock Energy Inc.
(TSX-V), Canadian Platinum Corp. (TSX-V) and Pacific Iron Ore Corp. (TSX-V).
During the five years preceding the period covered by this Proxy Statement, Mr.
Walter was Managing Director of Anglo Potash Ltd. (TSX-V), and a director of
Anglo Canadian Oil Corp. (TSX-V), AgriTec Systems, Inc. (TSX-V), Klondike
Capital Corp. (TSX-V), Mystique Energy Inc. (TSX-V), PanWestern Energy Ltd.
(TSX-V), Fair Sky Resources (TSX-V) and Maskal Energy Ltd. (TSX-V). He is a
member of the Law Societies of Alberta and Saskatchewan (inactive), as well as
the Canadian Bar Association. Mr. Walter is 47 years old.
Involvement in Certain Legal Proceedings
Except as set forth below
,
during the past ten years
none of the following events have occurred with respect to any of our directors
or executive officers or any of the persons nominated by our Board of Directors
to become a director of the Company.
1. A petition under the Federal
bankruptcy laws or any state insolvency law was filed by or against, or a
receiver, fiscal agent or similar officer was appointed by a court for the
business or property of such person, or any partnership in which he was a
general partner at or within two years before the time of such filing, or any corporation or business association of which he was an
executive officer at or within two years before the time of such filing;
5
2. Such person was convicted in a
criminal proceeding or is a named subject of a pending criminal proceeding
(excluding traffic violations and other minor offenses);
3. Such person was the subject of
any order, judgment, or decree, not subsequently reversed, suspended or vacated,
of any court of competent jurisdiction, permanently or temporarily enjoining him
from, or otherwise limiting, the following activities:
i.
Acting as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction merchant,
any other person regulated by the Commodity Futures Trading Commission, or an
associated person of any of the foregoing, or as an investment adviser,
underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan
association or insurance company, or engaging in or continuing any conduct or
practice in connection with such activity;
ii.
Engaging in any type of business practice; or
iii.
Engaging in any activity in connection with the purchase or sale of any security
or commodity or in connection with any violation of Federal or State securities
laws or Federal commodities laws;
4. Such person was the subject of
any order, judgment or decree, not subsequently reversed, suspended or vacated,
of any Federal or State authority barring, suspending or otherwise limiting for
more than 60 days the right of such person to engage in any activity described
in paragraph (3)(i) above, or to be associated with persons engaged in any such
activity;
5. Such person was found by a
court of competent jurisdiction in a civil action or by the Commission to have
violated any Federal or State securities law, and the judgment in such civil
action or finding by the Commission has not been subsequently reversed,
suspended, or vacated;
6. Such person was found by a
court of competent jurisdiction in a civil action or by the Commodity Futures
Trading Commission to have violated any Federal commodities law, and the
judgment in such civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or vacated;
7. Such person was the subject
of, or a party to, any Federal or State judicial or administrative order,
judgment, decree, or finding, not subsequently reversed, suspended or vacated,
relating to an alleged violation of:
i.
Any Federal or State securities or commodities law or regulation; or
ii.
Any law or regulation respecting financial institutions or insurance companies
including, but not limited to, a temporary or permanent injunction, order of
disgorgement or restitution, civil money penalty or temporary or permanent
cease- and-desist order, or removal or prohibition order; or
iii.
Any law or regulation prohibiting mail or wire fraud or fraud in connection with
any business entity; or
8. Such person was the subject
of, or a party to, any sanction or order, not subsequently reversed, suspended
or vacated, of any self-regulatory organization (as defined in Section 3(a)(26)
of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of
the Commodity Exchange Act), or any equivalent exchange, association, entity or
organization that has disciplinary authority over its members or persons
associated with a member.
Mr. Walter was a director of Mystique Energy, Inc., a Canadian
corporation which filed a petition under the Companies' Creditors Arrangement
Act (Canada) (CCAA) on April 23, 2007, seeking an arrangement with certain of
its creditors. Mr. Walter resigned as a director on or about May 21, 2009. The
CCAA process was completed by way of an Order of the Court of Queen's Bench of
Alberta, Judicial District of Calgary on October 29, 2009. Mr. Walter was a director of Fair Sky Resources Inc. until shortly
before a receivership order was granted by the same court on December 7, 2007.
Finally, Mr. Walter was a director of Maskal Energy Ltd. ("Maskal") until
December of 2009. Maskal was issued a cease trade order by the securities
commissions of Alberta and British Columbia on or about June 4, 2008 for failure
to file interim financial disclosure reports.
6
Executive Compensation
Except for services provided by entities owned by some of our
Officers and Directors as more particularly set out in CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE, below, no officer or director
of the Company has received any other remuneration from us, directly or
indirectly, since our inception. We have a stock option plan only, as described
herein. Although we have no other retirement incentive, defined benefit,
actuarial, pension or profit-sharing programs for the benefit of directors,
officers or other employees, it is possible that we will adopt such a plan in
the future.
(a) Compensation of Officers
The following table shows the compensation paid to the
Companys executive officers during the fiscal years ended June 30, 2012 and
2011. The following persons are the Companys Named Executive Officers as that
term is defined in Item 402 (a)(3) of Regulation S-K.
SUMMARY COMPENSATION TABLE
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|
|
|
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Non-equity
|
|
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Nonqualified
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
incentive plan
|
|
|
deferred
|
|
|
All other
|
|
|
|
|
Name and principal
|
|
Ended
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Awards
|
|
|
compensation
|
|
|
compensation
|
|
|
compensation
|
|
|
Total
|
|
position
|
|
June 30,
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
earnings ($)
|
|
|
($)
|
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Todd D. Montgomery (1)
Former CEO and Director
|
|
2012
2011
|
|
|
NIL
NIL
|
|
|
NIL
NIL
|
|
|
NIL
NIL
|
|
|
NIL
NIL
|
|
|
NIL
NIL
|
|
|
NIL
NIL
|
|
|
NIL
NIL
|
|
|
0
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mason Douglas (1)
CEO,
President and Director
|
|
2012
2011
|
|
|
NIL
NIL
|
|
|
NIL
NIL
|
|
|
NIL
NIL
|
|
|
9,729
NIL
|
|
|
NIL
NIL
|
|
|
NIL
NIL
|
|
|
109,668
102,000
|
|
|
119,397
102,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rakesh Malhotra
CFO
|
|
2012
2011
|
|
|
NIL
NIL
|
|
|
NIL
NIL
|
|
|
NIL
NIL
|
|
|
3,063
NIL
|
|
|
NIL
NIL
|
|
|
NIL
NIL
|
|
|
15,581
13,974
|
|
|
18,644
13,974
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Anne Macko
Corporate
Secretary
|
|
2012
2011
|
|
|
54,667
53,375
|
|
|
1,500
1,200
|
|
|
NIL
NIL
|
|
|
3,603
10,954
|
|
|
NIL
NIL
|
|
|
NIL
NIL
|
|
|
NIL
NIL
|
|
|
59,770
65,529
|
|
|
(1)
|
On October 1, 2012 Todd Montgomery resigned as the
Companys Chief Executive Officer. Also on October 1, 2012, Mason Douglas
was appointed as Chief Executive Officer. Mr. Montgomery remains a member
of the Companys Board of Directors.
|
(b)
|
Long Term Incentive Plan (LTIP
Awards)
|
The Company does not have a long term incentive plan, pursuant
to which cash or non-cash compensation intended to serve as an incentive for
performance (whereby performance is measured by reference to financial
performance or the price of the Companys securities), was paid or distributed
to any executive officers during the three most recent completed years.
7
(c)
|
Options and Stock Appreciation Rights
(SARs)
|
The following table shows the stock options and stock
appreciation rights, if any, granted to the Companys executive officers as of
June 30, 2012:
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
Equity
|
Incentive
|
|
|
|
|
|
|
|
|
Incentive
|
plan
|
|
|
|
|
|
|
|
|
plan
|
awards:
|
|
|
|
|
|
|
|
|
awards:
|
Market or
|
|
|
|
Equity
|
|
|
|
Market
|
Number
|
payout
|
|
|
|
Incentive
|
|
|
|
value of
|
of
|
value of
|
|
|
|
plan
|
|
|
Number
|
shares
|
unearned
|
unearned
|
|
|
|
awards:
|
|
|
of shares
|
of units
|
shares,
|
shares,or
|
|
Number of
|
Number of
|
Number of
|
|
|
or units
|
of stock
|
units or
|
units or
|
|
Securities
|
Securities
|
Securities
|
|
|
of stock
|
that
|
other
|
other
|
|
underlying
|
underlying
|
underlying
|
Option
|
|
that
|
have
|
rights
|
rights
|
|
unexercised
|
unexercised
|
unexercised
|
exercise
|
Option
|
have not
|
not
|
that have
|
that have
|
|
options (#)
|
options (#)
|
unearned
|
price
|
expiration
|
vested
|
vested
|
not
|
not
|
Name
|
Exercisable
|
Unexercisable
|
options (#)
|
($)
|
date
|
(#)
|
($)
|
vested (#)
|
vested ($)
|
Mason Douglas
|
225,000
|
1,125,000
|
Nil
|
0.10
|
24-Apr-2022
|
Nil
|
Nil
|
Nil
|
Nil
|
Anne Macko
|
83,333
|
416,667
|
Nil
|
0.10
|
24-Apr-2022
|
Nil
|
Nil
|
Nil
|
Nil
|
Rakesh Malhotra
|
25,000
|
Nil
|
Nil
|
0.15
|
10-Dec-2013
|
Nil
|
Nil
|
Nil
|
Nil
|
70,833
|
354,167
|
0.10
|
24-Apr-2022
|
8
(d)
|
Compensation of Directors
|
Directors are not paid any fees in their capacity as directors
of the Company. The directors are entitled to participate in the Companys stock
option plan. For information regarding the compensation of our directors who are
also officers of the Company see the SUMMARY COMPENSATION TABLE above.
DIRECTOR COMPENSATION TABLE
Name
|
Year
ended
June 30,
|
Fees
earned
or paid
in cash
|
Stock
Awards ($)
|
Option
Awards ($)
|
Non-equity
incentive plan
compensation
($)
|
All other
compensation
($)
|
Total
($)
|
Joseph
Montgomery
Chairman of the
Board of
Directors (1)
|
2012
|
NIL
|
NIL
|
$4,324
|
NIL
|
NIL
|
$4,324
|
Brent Walter
Director (2)
|
2012
|
NIL
|
NIL
|
$9,729
|
NIL
|
NIL
|
$9,729
|
Randal Ludwar
Director (3)
|
2012
|
NIL
|
NIL
|
$4,324
|
NIL
|
NIL
|
$4,324
|
|
(1)
|
On April 25, 2012, Mr. Montgomery was granted the option
to purchase 600,000 Common Shares at a price of CDN$0.10 per Share. As of
the fiscal year ended June 30, 2012, 100,000 options were
exercisable.
|
|
(2)
|
On April 25, 2012, Mr. Walter was granted the option to
purchase 1,350,000 Common Shares at a price of CDN$0.10 per Share. As of
the fiscal year ended June 30, 2012, 225,000 options were
exercisable.
|
|
(3)
|
On April 25, 2012, Mr. Ludwar was granted the option to
purchase 600,000 Common Shares at a price of CDN$0.10 per Share. As of the
fiscal year ended June 30, 2012, 100,000 options were
exercisable.
|
No stock options were exercised by executive officers or
directors during the fiscal year ended June 30, 2012.
Other Arrangements
None.
Indebtedness of Directors and Executive Officers
None.
9
Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
As of May 17, 2013, we have 98,935,486 Common Shares issued
and outstanding. We have included in the tables below the number of Common
Shares of the Company held by the officers and directors of the Company as well
as the beneficial owners of more than 5% of Shares of the Companys common
stock.
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
Subject to Options
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable as of
|
|
|
|
Number of Shares of
|
|
|
|
|
|
|
|
|
March 31, 2013 or
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
Which will
|
|
|
|
Beneficially
|
|
|
|
|
|
|
|
|
become Exercisable
|
|
Name and Address
|
|
Owned as of
|
|
|
Nature of
|
|
|
|
|
|
within 60 days
|
|
of Beneficial Owner
|
|
March 31, 2013
|
|
|
Ownership
|
|
|
Percentage of Class Held
|
|
|
of this Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pinetree Capital Ltd.
150 King St. W.,
Ste 2500
Toronto, ON M5X 1A9
|
|
8,177,174
|
|
|
Record
|
|
|
8.27% of Common shares
|
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
Subject to Options
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable as of
|
|
|
|
Number of Shares of
|
|
|
|
|
|
|
|
|
March 31, 2013 or
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
Which will
|
|
|
|
Beneficially
|
|
|
|
|
|
|
|
|
become Exercisable
|
|
Name and Address
|
|
Owned as of
|
|
|
Nature of
|
|
|
|
|
|
within 60 days
|
|
of Beneficial Owner
|
|
March 31, 2013
|
|
|
Ownership
|
|
|
Percentage of Class Held
|
|
|
of this Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Todd D. Montgomery, Director
1413-43rd
Street SW
Calgary, AB T3C 2A3
|
|
40,123,830
|
(1)
|
|
Record
|
|
|
40.56% of Common shares
|
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Montgomery, Chairman
878 W. 27th
Avenue
Vancouver, BC V5Z 2G7
|
|
500,000
|
(2)
|
|
Record
|
|
|
0.51% of Common shares
|
|
|
550,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Randal Ludwar, Director
1215 Mayberry
Crescent
Moose Jaw, SK S6H 6X7
|
|
500,000
|
|
|
Record
|
|
|
0.51% of Common shares
|
|
|
550,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brent Walter, Director
2417 - 32nd
Avenue SW
Calgary, AB T2T 1X4
|
|
2,100,000
|
(3)
|
|
Record
|
|
|
2.12% of Common shares
|
|
|
1,466,667
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mason Douglas, CEO
President &
Director
311 Saskatchewan Cr. W.
Saskatoon, SK S7M 0A2
|
|
550,000
|
|
|
Record
|
|
|
0.56% of Common shares
|
|
|
1,237,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anne Macko, Corporate Secretary
3300
Kauai Court
Reno, NV 89509
|
|
Nil
|
|
|
|
|
|
Nil
|
|
|
458,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rakesh Malhotra, CFO
4580 Beaufort
Terrace
Mississauga, ON L5M 3H7
|
|
16,664
|
(4)
|
|
Record
|
|
|
0.02% of Common shares
|
|
|
414,583
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
43,790,494
|
|
|
|
|
|
44.28%
|
|
|
4,677,083
|
|
10
(1)
|
All of Todd D. Montgomerys Common Shares are held by
companies that are owned or controlled by Mr. Montgomery.
|
|
|
(2)
|
400,000 of Joseph Montgomerys Common Shares are held by
family members.
|
|
|
(3)
|
800,000 of Brent Walters Common Shares are held by a
family member.
|
|
|
(4)
|
All of Rakesh Malhotras Common Shares are held by a
family member.
|
|
|
(5)
|
229,167 of Brent Walters Common Shares subject to
options are held by a family member.
|
As a group, management and the directors own or control 44.28%
of the issued and outstanding Common Shares of Infrastructure Materials Corp.
Certain Relationships And Related Party Transactions, And
Director Independence
A corporation owned and operated by the Companys President and
CEO who is also a member of the Companys Board of Directors, received $109,668
for the Presidents services.
The Company recorded expenses of $27,538 for legal services
rendered and expenses incurred on behalf of the Company by a law firm, a partner
of which is also a member of the Companys Board of Directors. In addition the
same law firm was paid $70,853 for legal services rendered and expenses incurred
on behalf of the Company that were capitalized as costs for raising capital.
The Companys Chief Financial Officer received $15,581 for
consulting services provided to the Company.
The Companys Corporate Secretary received $56,167 for
administrative services provided to the Company.
The Company recorded interest expense of $1,381 pursuant to a
promissory note issued to a corporation that is owned and controlled by the
Companys Chief Executive Officer who is also a member of its Board of
Directors.
On April 25, 2012, the Company granted options to certain of
its officers and directors to purchase up to an aggregate of 4,825,000 Common
Shares at an exercise price of CDN$0.10 per Share. On the same date, the Company
also granted options to a consultant who is a family member of a director to
purchase up to 250,000 Common Shares at the same exercise price. The options
were granted in accordance with the Companys Amended Plan and vest at the rate
of one twelfth (1/12) each month until fully vested. The options granted have a
term of ten years. The Company expensed stock based compensation costs of
$34,772 for options granted to officers and directors, and $1,802 for options
granted to the directors family member.
Director Independence
We currently have one independent director, as the term
independent is defined by the rules of the NYSE-MKT. (Note-our Common Shares
are not currently listed on the NYSE-MKT or any other national securities
exchange and this reference is used for definitional purposes only.)
11
PROPOSAL 2
APPROVAL OF
THE COMPANYS STOCK OPTION PLAN
Background
The Companys 2013 Amended Stock Option Plan (the Amended
Stock Option Plan) is substantially identical to the 2011 Stock Option Plan
approved by Shareholders of the Company at the last annual meeting of
Shareholders, with some non-material technical corrections. A copy of the
Amended Stock Option Plan is included with this Proxy Statement and Information
Circular as Exhibit A. The Amended Stock Option Plan is a rolling stock option
plan whereby the maximum number of Shares that may be reserved for insurance
pursuant to the exercise of options is 10% of the outstanding Common Shares of
the Company. On January 19, 2012 the Company began trading on the TSX Venture
Exchange in Canada (the TSX-V) as a Tier 2 issuer. The TSX-V requires listed
companies that have a rolling stock option plan in place to receive
Shareholder approval for such plans on a yearly basis at such issuers annual
meeting of Shareholders. Accordingly, at the Meeting, Shareholders will be asked
to ratify, confirm and re-approve the Stock Option Plan.
Description of the Stock Option Plan
The purpose of the Amended Stock Option Plan is to provide an
effective long-term incentive for the directors, officers, employees, management
company employees, consultants and direct and indirect providers of services
such as geological field consultants and other advisors.
The Amended Stock Option Plan, as presented to the Shareholders
of the Company for their approval, permits the Company to issue options in a
number up to a maximum of 10% of the outstanding Common Shares. In addition, the
number of Shares reserved for issuance to any one person shall not exceed 5% of
the issued and outstanding Shares and the number of Shares reserved to issuance
to all persons retained to provide investor relations services will not exceed
2% of the issued and outstanding Shares. As of the date of this Statement the
Company is eligible to grant up to 9,893,548 options under the Amended Stock
Option Plan. There are presently 9,000,000 options outstanding and 893,548 are
reserved and available for issuance. The Companys Shares trade on both the
TSX-V in Canada and the OTC Bulletin Board in the United States. The OTC
Bulletin Board does not promulgate rules applicable to the stock option plans of
companies whose Shares are listed for quotation. The TSX-V, however, does
promulgate such rules. As a result, the Amended Stock Option Plan was developed,
in part, to meet the requirements of the TSX-V.
The Board of Directors determines the exercise price per Share,
subject to pricing guidelines required by the TSX-V, and the number of Shares
which may be allotted to each director, officer, employee, management company
employee, consultant, or to companies controlled by such persons, and all other
terms and conditions of the option, in each case subject to the rules of the
TSX-V. Options must be exercised within 90 days following termination of
employment or cessation of position with the Company, provided that if the
cessation of office, directorship, consulting arrangement or employment was by
reason of death, the option must be exercised within 365 days after such death,
subject to the expiry of such option. The exercise price per Share for options
granted under the Amended Stock Option Plan as set by the Board of Directors
shall not be less than the last price at which Shares, on the last business day
prior to the date on which such option is granted, traded on the principal stock
exchange or market on which the Shares are then traded, less the applicable
discount permitted (if any) by any such applicable exchange or market. If prior
to the exercise of an option, the holder ceases to be a director, officer,
employee or consultant of the Company, or any of its subsidiaries, the option of
the holder shall be limited to the number of Shares purchasable by him/her
immediately prior to the time of his/her cessation of office or employment and
for a period of 90 days thereafter, and he/she will have no right to purchase
any other Shares pursuant to such option.
12
Change in Control
The Amended Stock Option Plan contains a provision that
accelerates the vesting of all outstanding stock options in the event of a
change-in-control of the Company. For this purpose, a change-in-control would
include the following:
(a)
|
the acceptance by the holders of Shares representing in
the aggregate more than 50% of all issued Shares of the Company, of any
offer, whether by way of a takeover bid or otherwise, for all or any of
the outstanding Shares of the Company; or
|
|
|
(b)
|
the acquisition, by whatever means, by a person (or two
or more persons who, in such acquisition, have acted jointly or in concert
or intend to exercise jointly or in concert any voting rights attaching to
the Shares acquired), directly or indirectly, of beneficial ownership of
such number of Shares or rights to Shares of the Company, which together
with such persons then owned Shares and rights to Shares, if any,
represent (assuming the full exercise of such rights to voting securities)
more than 50% of the combined voting rights of the Companys then
outstanding Shares; or
|
|
|
(c)
|
the entering into of any agreement by the Company to
merge, consolidate, amalgamate, initiate an arrangement or be absorbed by
or into another corporation; or
|
|
|
(d)
|
the passing of a resolution by the Board or Shareholders
of the Company to substantially liquidate the assets or wind-up the
Companys business or significantly rearrange its affairs in one or more
transactions or series of transactions or the commencement of proceedings
for such a liquidation, winding-up or re- arrangement (except where such
re-arrangement is part of a
bona fide
reorganization of the Company
in circumstances where the business of the Company is continued and where
the Shareholdings remain substantially the same following the
re-arrangement).
|
The foregoing provision in the Amended Stock Option Plan could
have the effect of deterring a change-in-control of the Company.
Approval Requirements for Amended Stock Option Plan
Approval of the Amended Stock Option Plan requires approval by
ordinary resolution, being a majority of the votes cast by Shareholders on the
resolution. The text of the resolution to be considered by Shareholders at the
Meeting is set forth below.
BE IT RESOLVED THAT:
1.
|
The Amended Stock Option Plan in substantially the form
set out as Exhibit A to the Proxy Statement and Information Circular of
the Company dated June 5, 2013, be and is hereby approved, subject to
the receipt of any required regulatory approvals (including any stock
exchange upon which the Shares of the Company are listed and posted for
trading from time to time) and to such changes as may be required in
connection therewith; and
|
|
|
2.
|
The Board of Directors be, and hereby is authorized on
behalf of the Company to make any amendments to the Amended Stock Option
Plan as may be required by regulatory authorities or otherwise made
necessary by applicable legislation, without further approval of the
Shareholders of the Company, in order to ensure the adoption and efficient
function of the Amended Stock Option Plan; and
|
|
|
3.
|
Any Director or Officer of the Company be and hereby is
authorized and directed to do such things and to execute and deliver all
such instruments, deeds, and documents and any amendments thereto, as may
be necessary and advisable to give effect to the foregoing, and to
complete all transactions in connection with the implementation of the
Amended Stock Option Plan.
|
13
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
THE APPROVAL OF THE AMENDED STOCK OPTION PLAN.
PROPOSAL 3
ADVISORY APPROVAL OF THE COMPANYS EXECUTIVE
COMPENSATION
The following proposal is an advisory, non-binding vote on the
compensation of the Companys Named Executive Officers, or a Say-on-Pay
proposal, as required by Section 14A of the Securities Exchange Act, which was
added by Section 951 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act and by rules of the United States Securities And Exchange
Commission (the SEC). The Company presents the resolution set forth below for
approval by the Shareholders.
We believe that our compensation and procedures are
competitive, are focused on pay for performance principles and are well aligned
with the long-term interests of the Shareholders. We encourage you to review the
compensation of our Named Executive Officers as described in this Proxy
Statement and Information Circular under Executive Compensation.
We seek to attract and retain experienced, qualified
executives. We believe this is critical to our success. The Board of Directors
believes the Companys compensation policies and procedures achieve this
objective and recommends that shareholders vote FOR the proposal.
Specifically, Shareholders are being asked to approve the following
resolution:
RESOLVED, that the compensation paid to the Companys
Named Executive Officers, as disclosed in this Proxy Statement and
Information Circular pursuant to Item 402 of Regulation S-K, is hereby
APPROVED.
|
Because your vote is advisory, it will not be binding upon our
Board of Directors and may not be construed as overruling any decision by the
Board of Directors or create or imply any additional fiduciary duty by the Board
of Directors. However, the Board of Directors values constructive dialogue with
our Shareholders on executive compensation and other important governance topics
and encourages all Shareholders to vote their Shares. The Board of Directors
will review the voting results and take them into consideration when making
future decisions regarding our executive compensation programs.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
NON-BINDING RESOLUTION APPROVING THE COMPENSATION OF THE COMPANYS NAMED
EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT TO THE COMPENSATION DISCLOSURE RULES
OF THE SECURITIES AND EXCHANGE COMMISSION.
PROPOSAL 4
ADVISORY VOTE ON FREQUENCY OF FUTURE SHAREHOLDER VOTING ON
EXECUTIVE COMPENSATION
Proposal 4 is an advisory, non-binding vote on the frequency of
Shareholder votes on executive compensation, or a Say-on-Frequency proposal,
as required by Section 14A of the Securities Exchange Act, which was added by
Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and
by rules of the SEC. We are asking our Shareholders to vote on a
Say-on-Frequency vote at our 2013 annual meeting.
In Proposal 3, we ask our Shareholders to vote on the
compensation of the Companys Named Executive Officers. Proposal 3 is commonly
called a say-on-pay proposal. In Proposal 4, we ask our Shareholders to cast
an advisory non-binding vote on how often the Company should include a
say-on-pay proposal in its proxy materials for future annual Shareholder
meetings or other meetings of the Shareholders at which directors will be
elected and for which the rules of the SEC require executive compensation
disclosure pursuant to Item 402 of Regulation S-K. The vote on this proposal is non-binding on the Company but will be
considered by the Company as it administers its executive compensation program.
Shareholders may vote for a frequency of say-on-pay votes of one, two or three
years or may abstain from voting. The Board of Directors recommends that a
non-binding advisory vote to approve the compensation of its executive officers
as described in its annual proxy statements occur every three years. The Board
of Directors believes that holding this vote every three years will be the most
effective timeframe because it will provide the Board of Directors with
sufficient time to evaluate the results of a say-on-pay vote, to engage
Shareholders following such a vote, if appropriate, to understand the concerns
that the Companys Shareholders may have and to implement any changes the Board
of Directors considers appropriate in response to the vote results.
14
Shareholders should note that their views on compensation are
not binding on the Company. This vote will not be binding on the Board of
Directors and may not be construed as overruling any decision by the Board of
Directors or create or imply any additional fiduciary duty by the Board of
Directors.
THE BOARD RECOMMENDS A VOTE FOR THE THREE (3) YEARS OPTION
WITH RESPECT TO THE ADVISORY PROPOSAL ON THE FREQUENCY OF THE SHAREHOLDERS VOTE
ON EXECUTIVE COMPENSATION
PROPOSAL 5
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors appointed Schwartz Levitsky Feldman LLP
(SLF) as independent auditors to audit the financial statements of the Company
for the fiscal year ended June 30, 2013 and until the next meeting of
Shareholders.
Audit Fees: The Company paid SLF audit and audit related fees
of approximately $26,514 and $37,205 for the fiscal year ended June 30, 2012 and
June 30, 2011, respectively and no fees for tax filing preparation in the fiscal
years ended June 30, 2012 and June 30, 2011.
During the fiscal year ended June 30, 2012, the Company paid
SLF fees of approximately $24,048 related to the Companys December 2011
Canadian registered public offering. During the fiscal year ended June 30, 2011,
the Company did not pay its principal accountant any additional fees.
Although the appointment of Auditors is not required to be
submitted to a vote of the Shareholders, the Board of Directors believes it
appropriate to request that the Shareholders ratify the appointment of the
independent auditors for the fiscal year ending June 30, 2013. In the event a
majority of the votes cast at the Meeting are not voted in favor of
ratification, the adverse vote will be considered as a direction to the Board of
Directors of the Company to select other independent auditors for the fiscal
year ending June 30, 2013.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION
OF THE APPOINTMENT OF SCHWARTZ LEVITSKY FELDMAN LLP AS THE COMPANYS INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2013.
15
OTHER MATTERS
We know of no other matters that are likely to be brought
before the Meeting. If, however, other matters not presently known or determined
properly come before the Meeting, the persons named as proxies in the enclosed
proxy card or their substitutes will vote such proxy in accordance with their
discretion with respect to such matters.
ANNUAL AND QUARTERLY REPORTS
AND WHERE YOU CAN
OBTAIN ADDITIONAL INFORMATION
Included with this Proxy Statement and Information Circular are
the Companys Annual Report on Form 10-K for the fiscal years ended June 30,
2012 and 2011 and the Companys quarterly report on Form 10-Q for the quarterly
period ended March 31, 2013.
Additional information about the Company is available at the
website maintained by the Securities and Exchange Commission at
http://www.sec.gov/edgar/searchedgar/companysearch.html
and at the SEDAR
web site maintained by Canadian securities regulatory authorities at
www.sedar.com/search. In addition, our reports, their accompanying exhibits and
other documents filed by the Company with the SEC, may be inspected without
charge at the Public Reference Section of the SEC at 100 F Street, N.E.,
Washington, DC 20549. Copies of such material may also be obtained from the SEC
at prescribed rates.
We have not authorized anyone to provide you with information
that is different from what is contained in this Proxy Statement and Information
Circular.
PROPOSALS OF SHAREHOLDERS
Proposals of Shareholders intended to be presented at the
Companys 2014 Shareholders Meeting pursuant to Rule 14a-8 promulgated under the
United States Exchange Act of 1934 must be received by the Company no later than
January 21, 2014 (120 days before the anniversary date of this proxy
statement) in order to be included in the proxy statement and form of proxy
relating to that meeting. All Shareholder proposals should be sent to:
1135 Terminal Way
|
Suite 207B
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Reno, Nevada 89502
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Attn: Mason Douglas, President
|
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Tel: 775-322-4448
|
Proposals must comply with SEC proxy rules relating to
Shareholder proposals and Delaware corporate law in order to be included in
Company proxy materials.
BY ORDER OF THE BOARD OF DIRECTORS
|
|
/s/ Mason Douglas
|
Mason Douglas
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Director, Chief Executive Officer and President
|
16
INFRASTRUCTURE MATERIALS CORP.
INSTRUMENT OF PROXY FOR MEETING OF SHAREHOLDERS
TO BE HELD
JULY 16, 2013
The undersigned, revoking prior proxies, hereby appoints Mason
Douglas and Brent Walter, or failing either of them, _______________ Proxies
with several powers of substitution, to vote all of the Shares of stock of
Infrastructure Materials Corp. owned by the undersigned and entitled to vote at
the Meeting of Shareholders of Infrastructure Materials Corp. to be held at the
offices of Proventure Law LLP, Suite 700, 1300-8 Street S.W., Calgary, Alberta
T2R 1B2 at 10:30 A.M. Mountain Daylight Time on July 16, 2013, and at any
adjournment or postponement thereof, upon the following matters as described in
the Notice of Meeting and accompanying Proxy Statement, which have been received
by the undersigned.
When properly executed, this proxy will be voted in the
manner directed herein by the undersigned Shareholder. If no direction is given
on these proposals, this proxy card will be voted FOR Proposals 1, 2, 3 and 5,
and FOR the three years option in Proposal 4 and will be voted in accordance
with the proxys best judgment as to any other matters.
THE BOARD RECOMMENDS THAT YOU VOTE:
FOR EACH OF THE DIRECTORS LISTED
IN PROPOSAL 1;
FOR THE APPROVAL OF PROPOSALS 2, 3
AND 5; AND
FOR THE THREE-YEARS OPTION IN
PROPOSAL 4.
Please sign this proxy exactly as your name or names appear
hereon. Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, this signature should be that
of an authorized officer who should state his or her title.
|
Print Name(s)
|
|
|
Signature
|
|
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Signature of joint owner, if any
|
|
Date:
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example
[x]
ITEM 1.
|
To vote FOR [ ] or WITHHOLD VOTE FROM [ ] the resolution
electing as directors the nominees named in the accompanying Proxy
Statement and Information Circular (
and if no specification is
made, to vote FOR
):
|
a)
|
To elect as Director, Todd Montgomery
|
To vote FOR [ ] or WITHHOLD VOTE [ ]
|
b)
|
To elect as Director, Brent Walter
|
To vote FOR [ ] or WITHHOLD VOTE [ ]
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c)
|
To elect as Director, Mason Douglas
|
To vote FOR [ ] or WITHHOLD VOTE [ ]
|
d)
|
To elect as Director, Joseph Montgomery
|
To vote FOR [ ] or WITHHOLD VOTE [ ]
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e)
|
To elect as Director, Randal Ludwar
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To vote FOR [ ] or WITHHOLD VOTE [ ]
|
17
ITEM 2.
|
To approve the Amended Stock Option Plan.
|
[ ]
|
[ ]
|
[ ]
|
FOR
|
WITHHOLD
|
ABSTAIN
|
ITEM 3.
|
Approval, by non-binding vote, of executive
compensation.
|
[ ]
|
[ ]
|
[ ]
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FOR
|
WITHHOLD
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ABSTAIN
|
ITEM 4.
|
Recommendation, by non-binding vote, on the
frequency of executive compensation votes.
|
[ ]
|
[ ]
|
[ ]
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1 YEAR
|
2 YEARS
|
3 YEARS
|
ITEM 5.
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To approve Schwartz Levitsky Feldman LLP as the
independent auditors of the Company for the fiscal year ending June 30,
2013.
|
[ ]
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[ ]
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[ ]
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FOR
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WITHHOLD
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ABSTAIN
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PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE.
Notes:
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1.
|
Shareholders may vote at the Meeting either in person or
by proxy. A proxy should be dated and signed by the Shareholder or by the
Shareholders attorney authorized in writing. If not dated, this proxy
shall be deemed to bear the date on which it was mailed by the management
of the Company.
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|
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2.
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You have the right to appoint a person other than as
designated herein to represent you at the Meeting either by striking out
the names of the persons designated above and inserting such persons name
in the blank space provided or by completing another proper form of proxy
and, in either case, delivering the completed proxy to Olde Monmouth Stock
Transfer Co. Inc. in the envelope provided.
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|
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3.
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The common Shares represented by this proxy will be voted
in accordance with the instructions of the Shareholder on any ballot that
may be called for. In the absence of direction, this proxy will be voted
for
each of the matters referred to herein.
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|
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4.
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A completed proxy must be delivered to Olde Monmouth
Stock Transfer Co. Inc. not less than forty-eight (48) hours, excluding
Saturdays, Sundays, and holidays, prior to the time of the meeting or the
time of any adjournment or postponement thereof.
|
Your completed proxy card can be mailed in the envelope
enclosed with this package or sent to our Transfer Agent who is acting as the
tabulator of the vote at:
Old Monmouth Stock Transfer Co. Inc.
200 Memorial Parkway
Atlantic Highlands, NJ 07716
Re: Infrastructure Materials Corp.
18
Exhibit A
INFRASTRUCTURE MATERIALS CORP.
AMENDED STOCK OPTION PLAN (2013)
A Stock Option Plan (the "
Plan
") pursuant to which
certain options (Options or Option) to purchase common shares
("
Shares
") in the capital of Infrastructure Materials Corp. (the
"
Corporation
") may be granted to the directors, officers, employees and
consultants of the Corporation, or to a Consultant Company (as that term is
defined below), is hereby established on the terms set forth below. This Plan
amends and restates in its entirety the Stock Option Plan (2011) of the
Corporation.
The purpose of this Plan is to advance the interests of the
Corporation by encouraging the directors, officers and key employees of the
Corporation and consultants retained by the Corporation or any of its
subsidiaries to acquire Shares, thereby (i) increasing the proprietary interests
of such persons in the Corporation, (ii) aligning the interests of such persons
with the interests of the Corporation's Shareholders generally, (iii)
encouraging such persons to remain associated with the Corporation, and (iv)
furnishing such persons with an additional incentive in their efforts on behalf
of the Corporation.
3
|
Definitions
|
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(a)
|
"
Board
" means the board of directors of the
Corporation;
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|
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(b)
|
"
Consultant
" means an individual other than an
Employee or a director of the Corporation that:
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|
|
|
|
(i)
|
is engaged to provide on a ongoing bona fide basis,
consulting, technical, management or other services to the Corporation or
any of its subsidiaries;
|
|
|
|
|
(ii)
|
in the reasonable opinion of the Board spends or will
spend a significant amount of time and attention on the affairs and
business of the Corporation; and
|
|
|
|
|
(iii)
|
has a relationship with the Corporation that enables the
individual to be knowledgeable about the business and affairs of the
Corporation.
|
|
|
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(c)
|
"
Consultant Company
" means, for an individual
consultant, a company or partnership of which the individual is an
employee, Shareholder or partner
|
|
|
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(d)
|
"
CPP Act
" means
Canada Pension Plan Act
(Canada);
|
|
|
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(e)
|
"
EI Act
" means
Employment Insurance Act
(Canada);
|
|
|
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(f)
|
"
Employee
" means an individual who is considered
an employee of the Corporation or any of its subsidiaries under the Tax
Act (and for whom income taxes and premiums under the Tax Act, the CPP Act
and EI Act must be made at source) or an individual who works full-time
for the Corporation or any of its subsidiaries providing services normally
provided by an employee and who is subject to the same control and
direction by the Corporation over the details and methods of work as an
employee of the Corporation, but for whom income taxes and premiums under
the Tax Act, the CPP Act and EI Act are not made at source, and further
provided for clarity that an Employee may include citizens of the United
States and Canada;
|
|
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(g)
|
"
Exchange
shall mean the TSX Venture Exchange
|
(h)
|
"
Insider
" means:
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|
|
|
|
(i)
|
A director or senior officer of the
Corporation;
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|
|
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(ii)
|
A director or senior officer of a company that is an
Insider or subsidiary of the Corporation; or
|
|
|
|
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(iii)
|
A person that beneficially owns or controls, directly or
indirectly, voting Shares carrying more than 10% of the voting rights
attached to all outstanding voting Shares of the Corporation;
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|
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(i)
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Investor Relations Activities
shall have the
meaning set forth in the policies of the Exchange.
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|
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(j)
|
Management Company Employee
shall mean an
individual employed by a Person providing management services to the
Corporation, which services are required for the ongoing successful
operations of the business of the Corporation, but excluding a person
engaged in Investor Relations Activities.
|
|
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(k)
|
"
Tax Act
" means
Income Tax Act
(Canada);
and
|
|
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(l)
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"
Outstanding Common Shares
" shall mean, at the
time of any Share issuance or grant of options, the number of Shares that
are outstanding immediately prior to the Share issuance or grant of
options in question on a non-diluted basis, or such other number as may be
determined under applicable rules and regulations of all regulatory
authorities to which the Corporation is
subject.
|
The grant and exercise of any options under the Plan are
subject to compliance with the applicable requirements of each stock exchange on
which the Shares of the Corporation are or become listed and of any governmental
authority or regulatory body to which the Corporation is subject.
(a)
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This Plan shall be administered by the Board.
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(b)
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Subject to the terms and conditions set forth herein, the
Board is authorized to provide for the granting, exercise and method of
exercise of Options (as hereinafter defined), all on such terms (which may
vary between Options) as it shall determine. In addition, the Board shall
have the authority to: (i) construe and interpret this Plan and all Option
Agreements (as hereinafter defined) entered into hereunder, (ii)
prescribe, amend and rescind rules and regulations relating to this Plan
and (iii) make all other determinations necessary or advisable for the
administration of this Plan. All determinations and interpretations made
by the Board shall be binding on all Participants (as hereinafter defined)
and on their legal, personal representatives and beneficiaries.
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|
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(c)
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Notwithstanding the foregoing or any other provision
contained herein, the Board shall have the right to delegate the
administration and operation of this Plan, in whole or in part, to a
committee of the Board or to the President or any other officer of the
Corporation. Whenever used herein, the term "Board" shall be deemed to
include any committee or officer to which the Board has, fully or
partially, delegated the administration and operation of this Plan
pursuant to this section 3.
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|
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(d)
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Options to purchase the Shares granted hereunder
("
Options
") shall be evidenced by an agreement (the "
Option
Agreement
"), signed on behalf of the Corporation and by the person, or
on behalf of a Consultant Company, to whom an Option is granted, which
agreement shall be in such form as the Board shall
approve.
|
2
6
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Eligibility and
Participation
|
(a)
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The Board may, in its discretion, select any of the
following persons to participate in this Plan: (i) directors of the
Corporation; (ii) officers of the Corporation; (iii) Employees of the
Corporation; (iv) Consultants retained by the Corporation; (v) A
Consultant Company; or (vi) Management Company Employees (any such person
or company having been selected for participation in this Plan by the
Board is herein referred to as a "
Participant
").
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|
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(b)
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The Board may from time to time, in its discretion, grant
an Option to any Participant, upon such terms, conditions and limitations
as the Board may determine, including the terms, conditions and
limitations set forth herein, provided that Options granted to any
Participant shall be approved by the Shareholders of the Corporation if
the rules of any stock exchange on which the Shares are listed require
such approval.
|
|
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(c)
|
For stock options granted to Employees and Consultants,
the Corporation represents that the Participant is a
bona fide
Employee or Consultant as the case may be.
|
7
|
Number of Shares Under
Plan
|
(a)
|
Subject to Section 16 below, the securities that may be
acquired by Participants under this Plan shall consist of authorized but
unissued Shares. Whenever used herein, the term "Shares" shall be deemed
to include any other securities that may be acquired by a Participant upon
the exercise of an Option the terms of which have been modified in
accordance with Section 16 below.
|
|
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(b)
|
The aggregate number of Shares reserved for issuance
under this Plan, or any other plan of the Corporation, shall not exceed
10% of the Outstanding Common Shares of the Corporation from time to time
unless the Corporation is permitted by or receives (1) the permission of
the Exchange to exceed such threshold and (2) any requisite approval by
the Shareholders of the Corporation.
|
|
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(c)
|
The number of Shares that may be acquired under an Option
granted to a Participant shall be determined by the Board as at the time
the Option is granted, provided that the aggregate number of Shares
reserved for issuance to any one Participant under this Plan or any other
plan of the Corporation shall not exceed the amounts permitted by the
Exchange whose rules, as of the date of the Plan document, include the
following limitations:
|
|
(i)
|
During any 12 month period, the Corporation cannot grant
to any one Participant Options which are exercisable into more than 5% of
the already issued and outstanding Shares of the Corporation.
|
|
|
|
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(ii)
|
Options representing no more than 2% of the Outstanding
Common Shares of the Corporation may be granted to any one Consultant
during any 12 month period;
|
|
|
|
|
(iii)
|
Options representing no more than an aggregate of 2% of
the Outstanding Shares of the Corporation may be granted to all Employees
and Consultants conducting Investor Relations Activities, in any 12-month
period;
|
|
|
|
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(iv)
|
Options granted to Consultants performing Investor
Relations Activities must vest in stages over a 12 month period with no
more than 25% of the Options vesting in a three month
period.
|
(d)
|
If any Option granted under this Plan shall expire or
terminate for any reason without having been exercised in full, any
unpurchased Shares to which such Option relates shall be available for the
purposes of the granting of Options under this
Plan.
|
All of the foregoing specific limitations of the Exchange shall
be revised from time to time in the discretion of the Board in the event that
the Exchange revises its requirements for incentive stock option plans.
3
8
|
Maintenance of Sufficient
Capital
|
The Corporation shall at all times during the term of this Plan
ensure that the number of Shares it is authorized to issue shall be sufficient
to satisfy the requirements of this Plan.
The exercise price to each Participant for each Option shall be
as determined by the Board, but shall in no event be less than the Market Price
(as hereinafter defined) less the maximum discount permitted under the
regulations of the stock exchange or exchanges on which the Shares are listed or
such other price as may be agreed to by the Corporation and approved by the
applicable stock exchange or exchanges. In the event that the Corporation
proposes to reduce the exercise price of options granted to a Participant who is
an Insider of the Corporation at the time of the proposed amendment, such
amendment shall not be effective until disinterested Shareholder approval has
been obtained in respect of the reduction of the exercise price if required by
the rules and policies of the stock exchange or exchanges on which the Shares
are listed then in effect.
For purpose of this Plan, the "
Market Price
" at any date
in respect of the Shares shall mean:
(a)
|
the closing price of such Shares on the Exchange, on the
last trading day prior to the date the Option is granted; or
|
|
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(b)
|
if no trades occurred on such day, then the next previous
day on which trading took place;
|
|
|
(c)
|
in the event that such Shares are not listed and posted
for trading or quoted on any exchange or quotation system, the Market
Price shall be the fair market value of such Shares as determined by the
Board in its sole discretion.
|
Subject to any resolution passed by the Board or any applicable
securities laws or regulations, an Option shall vest and may be exercised as
follows:
(a)
|
all Options granted shall be exercisable for a period
("
Option Period
") as determined by the Board but in any event, not
exceeding ten (10) years from the date the Option is granted or a date
permitted by the stock exchange or exchanges on which the Shares are
listed;
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|
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(b)
|
an Option may be exercised by the Participant as to such
varying percentages, on a cumulative basis, during the terms thereof as
the Board shall determine;
|
|
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(c)
|
the Option Period shall be automatically reduced or
vested in accordance with Sections 12 and 13 below upon the occurrence of
any of the certain specified events referred to therein; and
|
|
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(d)
|
no Option in respect of which Shareholder approval is
required under the rules of the stock exchange or exchanges on which the
Shares are listed shall be exercisable until such time as the Option has
been approved by the Shareholders of the
Corporation.
|
11
|
Method of Exercise of
Option
|
(a)
|
Except as set forth in Sections 12 and 13 below, no
Option may be exercised unless the holder of such Option is, at the time
the Option is exercised, a director, Employee, Consultant, Management
Company Employee or Consultant Company of the Corporation;
|
|
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(b)
|
Options may be exercised in whole or in part;
|
|
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(c)
|
Any Participant (or his legal, personal representative)
wishing to exercise an Option shall deliver to the Corporation, at its
principal office in the City of Reno, Nevada:
|
4
|
(i)
|
a written notice expressing the intention of such
Participant (or his legal, personal representative) to exercise his Option
and specifying the number of Shares in respect of which the Option is
exercised;
|
|
|
|
|
(ii)
|
a cash payment, certified cheque or bank draft,
representing the full purchase price of the Shares in respect of which the
Option is exercised; and
|
|
|
|
|
(iii)
|
if required, a cash payment, certified cheque or bank
draft, representing the provincial and/or federal payroll source
withholding taxes and premiums under the Tax Act, CPP Act and EI Act (or
any applicable provincial or federal statutes) with respect to the taxable
portion of the benefit realized upon exercise of the Options or an
authorization signed by the Participant for the Corporation to sell that
number of Shares at the time of exercise of the Options and retain a
sufficient amount of proceeds from the sale required to satisfy the
payroll source withholding and remittance obligations of the
Corporation.
|
Upon the exercise of an Option as aforesaid, the Corporation
shall forthwith deliver, or cause the registrar and transfer agent of the Shares
to deliver, to the relevant Participant (or his legal, personal representative)
or to the order thereof, a certificate representing the aggregate number of
fully paid and non-assessable Shares as the Participant (or his legal, personal
representative) shall have then paid for less any Shares authorized by the
Participant for the Corporation to sell to satisfy the payroll source
withholding and remittance obligations of the Corporation.
(a)
|
Normal Expiry
Subject to paragraphs (b), (c),
(d) and (e) hereof, options granted under the Plan shall expire on the
date provided for in the respective Option Agreement or on such later date
as may be permitted by the Board, which shall be no later than the tenth
anniversary of the date on which any such Option is granted.
|
|
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(b)
|
Retirement or Disability
Subject to paragraph
(c) hereof, in the event of the termination of employment or of a
consulting agreement of a Participant with the Corporation or any of its
subsidiaries due to normal retirement in accordance with the policies of
the Corporation or the respective subsidiary, as the case may be, or due
to permanent disability of the Participant (as determined by the Board),
the Participant may exercise such part of the Option as is exercisable
immediately prior to the time of such termination within a period of
ninety (90) days following such termination but in no event later than the
normal expiry date of the Option and not for more than the number of
Shares for which the Participant could have exercised any such Option
immediately prior to retirement or disability, and any such Option not
fully exercised at the end of such period shall then terminate.
|
|
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(c)
|
Death of Participant
In the event of the death
of any Participant prior to the expiry of outstanding Options, the
executors or personal representatives of the Participants shall have the
right to exercise any such Option within three hundred sixty-five (365)
days of the Participants death, but in no event later than the normal
expiry date of the Option and for not more than the number of Shares for
which the Participant could have exercised any such Option immediately
prior to the Participants death, and any such Option not fully exercised
at the end of such period shall then terminate.
|
|
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(d)
|
Resignation or Termination not for Cause
Subject
to paragraph (e) hereof, in the event of (i) the resignation of a
Participant from the Corporation, (ii) the termination of employment of a
Participant with the Corporation, or (iii)the removal or resignation of a
Participant who is a Director, Employee, Management Company Employee or
Consultant of the Corporation or any of its subsidiaries prior to the
expiry of all outstanding Options granted to such Participant, the
Participant shall have the right to exercise any such Options within a
period of ninety (90) days following the effective date of such
resignation or termination but in no event later than the normal expiry
date of the Options and not for more than the number of Shares for which
the Participant could have exercised any such Option immediately prior to
such resignation or termination, and any such Option not fully exercised
at the end of such period shall then terminate.
|
5
(e)
|
Termination for Cause
If a Participant is
dismissed or terminated as a Director, Employee, Management Company
Employee or Consultant of the Corporation or any of its subsidiaries for
cause, all unexercised Options of the Participant under the Plan shall
immediately terminate forthwith without further notice to the Participant,
notwithstanding the original term or vesting of the Options granted to
such Participant under the Plan or Option
Agreement.
|
Neither the selection of any person as a Participant nor the
granting of an Option to any Participant under this Plan shall confer upon such
Participant any right to continue as a Director, Employee, Management Company
Employee or Consultant of the Corporation or any of its subsidiaries, as the
case may be.
Notwithstanding the provisions of Section 10 or any vesting
restrictions otherwise applicable to the relevant Options, in the event of a
change of control of the Corporation, the right of a Participant to exercise his
Options granted to him shall be accelerated so that such Option may be
exercised, in whole or in part, with respect to all Shares optioned to the
Participant (including those for which the option is not yet exercisable) at any
time during the fifteen (15) day period prior to the date upon which the change
of control occurs. Failure to exercise options during such 15-day period shall
not cause such rights to be forfeited.
In the event of a change of control, notwithstanding Section
11, the Board or the board of directors of any successor corporation or entity
may, in its discretion, as to the outstanding Options:
(a)
|
provide for payment of an amount equal to the excess of
the price of the Shares, as determined under the transaction causing the
change of control or if no price is determinable, as determined by the
Board, over the exercise price of such Shares as of the date of the change
of control, in exchange for the surrender of the right to exercise such
Options less a sufficient amount required to satisfy the payroll source
withholding and remittance obligations of the Corporation; or
|
|
|
(b)
|
provide for the assumption of such Options, or the
substitution therefor of new options of no less value, by the successor
corporation or entity.
|
For the purpose of this Plan, "change of control" of the
Corporation means and shall be deemed to have occurred upon:
(i)
|
the acceptance by the Shareholders of Shares of the
Corporation, representing in the aggregate, more than 50 percent of all
issued Shares of the Corporation, of any offer, whether by way of a
takeover bid or otherwise, for all or any of the outstanding Shares of the
Corporation; or
|
|
|
(ii)
|
the acquisition, by whatever means, by a person (or two
or more persons who, in such acquisition, have acted jointly or in concert
or intend to exercise jointly or in concert any voting rights attaching to
the Shares acquired), directly or indirectly, of beneficial ownership of
such number of Shares or rights to Shares of the Corporation, which
together with such persons then owned Shares and rights to Shares, if
any, represent (assuming the full exercise of such rights to voting
securities) more than 50 percent of the combined voting rights of the
Corporations then outstanding Shares;
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(iii)
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the entering into of any agreement by the Corporation to
merge, consolidate, amalgamate, initiate an arrangement or be absorbed by
or into another corporation; or
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(iv)
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the passing of a resolution by the Board or Shareholders
of the Corporation to substantially liquidate the assets or wind-up the
Corporations business or significantly rearrange its affairs in one or
more transactions or series of transactions or the commencement of
proceedings for such a liquidation, winding- up or re-arrangement (except
where such re-arrangement is part of a
bona fide
reorganization of
the Corporation in circumstances where the business of the Corporation is
continued and where the Shareholdings remain substantially the
same following the re-arrangement).
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6
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14
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Rights of
Participants
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No person entitled to exercise any Option granted under this
Plan shall have any of the rights or privileges of a Shareholder of the
Corporation in respect of any Shares issuable upon exercise of such Option until
such Option is exercised in accordance with this Plan and such Shares have been
paid for in full and issued to such person.
15
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Proceeds from Exercise of
Options
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The proceeds from any sale of Shares issued upon the exercise
of Options shall be added to the general funds of the Corporation and shall
thereafter be used from time to time for such corporate purposes as the Board
may determine and direct.
(a)
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The number of Shares subject to the Plan shall be
increased or decreased proportionately in the event of the subdivision or
consolidation of the outstanding Shares of the Corporation that does not
result in a Change in Control, and in any such event a corresponding
adjustment shall be made changing the number of Shares deliverable upon
the exercise of any Option granted prior to such event without any change
in the total price applicable to the unexercised portion of the Option,
but with a corresponding adjustment in the price for each Share covered by
the Option. In case the Corporation is reorganized or merged or
consolidated or amalgamated with another corporation, appropriate
provisions shall be made for the continuance of the Options outstanding
under this Plan and to prevent their dilution or enlargement.
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(b)
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Adjustments under this Section 16 shall be made by the
Board, whose determination as to what adjustments shall be made, and the
extent thereof, shall be final, binding and conclusive. No fractional
Shares shall be issued under this Plan on any such
adjustment.
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All benefits, rights and Options accruing to any Participant in
accordance with the terms and conditions of this Plan shall not be transferable
or assignable. During the lifetime of a Participant any Options granted
hereunder may only be exercised by the Participant, and in the event of the
death or permanent disability of a Participant, by the person or persons to whom
the Participant's rights under the Option pass by the Participant's will or
applicable law.
18
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Amendment and Termination of
Plan
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The Board may, at any time, suspend or terminate this Plan. The
Board may also at any time amend or revise the terms of this Plan, subject to
regulatory approval and, if deemed necessary or desirable by the Board,
Shareholder approval.
The obligation of the Corporation to issue and deliver Shares
in accordance with this Plan is subject to applicable securities legislation and
to the receipt of any approvals that may be required from any regulatory
authority or stock exchange having jurisdiction over the securities of the
Corporation. If Shares cannot be issued to a Participant upon the exercise of an
Option, the obligation of the Corporation to issue such Shares shall terminate
and any funds paid to the Corporation in connection with the exercise of such
Option shall be returned to the relevant Participant as soon as practicable.
This Plan and any option agreements entered into hereunder
shall comply with the requirements of the stock exchange or exchanges on which
the Shares are listed, and, in the event of any inconsistency between the terms
and conditions of the Plan and the rules and regulations of any
such exchange, the rules and regulations of such exchange shall prevail.
7
Whenever used herein words importing the masculine gender shall
include the feminine and neuter genders and vice versa.
This Plan will be governed by and construed in accordance with
the laws of the Province of Alberta.
Dated as of the 5
th
day of June, 2013.
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INFRASTRUCTURE
MATERIALS CORP.
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By:
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/s/ Mason Douglas
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Mason Douglas, President and CEO
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8
Grafico Azioni Infrastructure Materials (CE) (USOTC:IFAM)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Infrastructure Materials (CE) (USOTC:IFAM)
Storico
Da Giu 2023 a Giu 2024