54-902F - Information Circular [F Proposed - Lapsed]

Published Date:	2004-06-25

June 25, 2004Proposed

Part 1 Date

Date the information circular.

Part 2 Solicitation

2.1 Person making the solicitation

(1) If the solicitation is made by or on behalf of the issuer’s management, state that and disclose whether any director of the issuer has informed management in writing that he or she intends to oppose an action that management will take at the meeting and, if so, which action.

(2) If the solicitation is made by or on behalf of someone other than management, state that and name the person.

2.2 Method and cost of solicitation

(1) Describe how the solicitation will be made, except if it will be made by mail.

(2) If the solicitation is to be made by specially engaged employees or soliciting agents, describe the arrangements with those employees or agents.

(3) Disclose who will bear the cost of the solicitation.

Part 3 Proxy

State whether the proxy is revocable and, if it is, provide details.

Part 4 Interest of Management and Others

Briefly describe any material interest of each of the following in any matter to be acted on at the meeting (other than the election of directors or the appointment of auditors):

Part 5 Voting Securities and Principal Holders

5.1 Voting securities

For each class of securities entitled to be voted at the meeting, state the number of securities outstanding and describe the voting rights.

5.2 Securityholders entitled to vote

Describe how the issuer’s managementwill determine who is entitled to vote at the meeting.

5.3 Right to elect directors

If directors are to be elected at the meeting, describe any securityholders’ rights relating to the election.

5.4 Securities held by significant securityholders

Disclose the following for any significant securityholders:

Part 6 Election of Directors

6.1 Proposed and continuing directors

If directors are to be elected at the meeting, use the following table to provide the required information for each proposed and continuing director:

Name	Period(s) served as director and when the term as director will expire	Position(s) held with the issuer	Principal occupation, business or employment over past five years, and name and principal business of any employer

6.2 Securities held by proposed directors and associates or affiliates

Using the following table, disclose:

Name of proposed director, affiliate or associate	Number and type of securities owned or controlled

6.3 Legal, administrative and bankruptcy proceedings

(1) Disclose the following for each director, officer and significant securityholder:
(2) Disclose the information required in (1)(a) - (d) if a person referred to in (1) was a director, officer or significant securityholder of any issuer that was subject to an event referred to in (1)(a) - (d):

6.4 Arrangements for election of directors

If any proposed director is to be elected under any arrangement or understanding between the proposed director and any person, other than a director or officer of the issuer acting solely in that capacity, name that person and describe the arrangement or understanding.

Part 7 Governance

Disclose:

Part 8 Compensation

8.1 Compensation paid

(1) Using the following table, disclose the compensation that the issuer paid in the most recent financial year to:

Include compensation paid by any subsidiaries of the issuer, or that was paid to a third party for the services of any of the above individuals (for example a management company).

	Cash compensation (if not salary or bonus, specify)	Non-cash compensation
Chief executive officer (name)	Salary $__________ Bonus $__________ Other $__________
Chief financial officer (name)	Salary $__________ Bonus $__________ Other $__________
Chief operating officer (name)	Salary $__________ Bonus $__________ Other $__________
Other officers (as a group)	Salary $__________ Bonus $__________ Other $__________
Non-officer directors (as a group)	$__________
Significant securityholders (for each, name)	$__________

(2) Disclose in notes to the table:

8.2 Relationship between compensation and performance

(1) For each of the chief executive officer, the chief financial officer and the chief operating officer, explain the relationship between the compensation paid in the most recent financial year and each of the following aspects of the issuer's performance:

(2) If a particular factor has no bearing on the compensation paid, state this and explain why. For (a), you may exclude details that would adversely affect the issuer's competitive position.

8.3 Other information

For each of the chief executive, chief operating and chief financial officers, describe:
8.4 Significant changes

Explain any significant changes made in information previously disclosed, or likely to be made in the current financial year, to:
Part 9 Securities Authorized for Issuance Under Equity Compensation Plans

(1) Using the following table, provide the specified information as of the end of the issuer’s most recent financial year for compensation plans under which equity securities of the issuer are authorized for issuance, aggregated as follows:
(2) For each compensation plan that was adopted without the approval of securityholders, describe its material features.

Part 10 Indebtedness of Directors and Officers

10.1 Aggregate indebtedness

(1) Complete the following table for the aggregate indebtedness outstanding as of a date within 30 days of the date of the information circular.

AGGREGATE INDEBTEDNESS
Column (a)	Column (b)	Column (c)
Purpose	To the issuer or its subsidiaries	To another entity
Share purchases
Other

 
(2) Report separately the indebtedness of all current and former directors, officers and employees of the issuer or any subsidiary in column (b) and, if the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any subsidiary, in column (c).

10.2 Indebtedness of individual directors and officers

(1) Using the following table, disclose for the following, individually, the person’s indebtedness now or at any time since the beginning of the issuer’s most recent financial year to the issuer or any subsidiary, and to another entity if the indebtedness is or was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding by the issuer or any subsidiary:

Indebtedness of Directors and Officers
Column (a)	Column (b)		Column (c)		Column (d)		Column (e)	Column (f)	Column (g)
Name and principal position of borrower	Involvement of issuer or subsidiary as lender, guarantor, or provider of support agreement or letter of credit, etc.		Largest aggregate amount of indebtedness outstanding at any time during most recent financial year($)		Aggregate amount of indebtedness outstanding as at[specify a date that is within 30 days of the date of the circular]($)		Number of securities purchased in most recent financial year with the financial assistance, by class or series of securities (for security purchase programs only) (#)	Security given for indebtedness (for security purchase programs only)	Total amount forgiven during most recent  financial year ($)
Securities purchase programs
Other programs

 
(2) Disclose in notes to the table,

(3) Disclose in notes to the table:

(4) You do not need to disclose information for any indebtedness that was repaid by the date of the information circular, or for routine indebtedness.

Part 11 Interest in Transactions

Describe briefly for each insider and proposed director of the issuer, and any of their associates or affiliates, any interest in any material transaction involving the issuer or any of its subsidiaries at any time since the beginning of the issuer’s most recent financial year or in any proposed transaction.

Part 12 Appointment of Auditor

(1) Name the auditor of the issuer.

(2) If the auditor was first appointed within the last five years, state the first appointment date.

Part 13 Management Contracts

(1) If someone other than the directors or officers of the issuer or a subsidiary perform management functions of the issuer or any subsidiary to any substantial degree, provide:

(2) Disclose whether any person named in (1)(a) or (b) is performing the functions that a director of the issuer would perform, or is acting in an executive capacity for the issuer.

Part 14 Matters to be Dealt With at the Meeting

14.1 Matters to be dealt with

(1) Describe any matter to be dealt with at the meeting, other than the approval of financial statements, in sufficient detail to allow a reasonable securityholder to make a reasoned decision about the matter.

(2) If the matter need not be submitted to a vote of securityholders, explain why it is being submitted to a vote and disclose the action that management intends to take if there is a negative vote.

14.2 Significant acquisitions and other transactions

(1) For proposed significant acquisitions and business combinations, reorganizations and similar transactions involving the exchange or issuance of securities, provide information sufficient to allow a reasonable securityholder to form a reasoned judgment about the acquisition or transaction and the involved or resulting entities, including the disclosure (including financial statement disclosure) required by Form 41-901F/51-905FProspectus/Annual Information Form for each entity, securities of which are being exchanged or issued, involved in the acquisition or transaction, and for each entity that would result from the acquisition or transaction.

(2) Paragraph (1) does not apply if the information circular is:
(3) If the matter described in (1) need not be submitted to a vote of securityholders, explain why it is being submitted to a vote and disclose the action that management intends to take if there is a negative vote.

Part 15 Additional Information

(1) State that additional information about the issuer is available on the SEDAR website at www.sedar.com.

(2) Disclose:

(3) State that financial information is provided in the issuer’s comparative financial statements and MD&A for its most recent financial year.

These instructions will help you complete Form 54-902F Information Circular.

Chapter A contains general points to keep in mind when preparing your circular. Chapter B provides more specific instructions on how to complete the various items of the form. The numbers in that Chapter correspond to those in the form.

You should read the Issuers Guide for further guidance on your disclosure obligations under the Act and the Rules. You can find the Issuers Guide on the Commission’s website at www.bcsc.bc.ca.

A. General Instructions

1. Timing of information

The information required by this form must be given as of a specified date not more than 30 days before the date you first send the information circular to any of the issuer’s securityholders.

2. Incorporation by reference

You may incorporate information required by this form by referring to another document required by securities legislation. Identify the referenced document or any portion of it that you incorporate into your information circular. Unless you have already filed the incorporated document, you must file it with your information circular. You must also disclose that the document is available on the SEDAR website at www.sedar.com and that you will provide a copy of it to a securityholder on request, without charge.

3. Plain language

The Rules require that you prepare your Information Circular in plain language. This means that you must write your Information Circular so that it is easy to read and understand, using concise, clear language. See Part VI, Section A of the Issuers Guide for specific suggestions on how to write your MD&A in plain language.

4. Presentation of information

The numbering, headings and ordering of items included in this form are guidelines only. You do not need to follow them if you think a different presentation will be easier for readers to understand.

If more than one item requires you to disclose the same information, you need disclose the information only once.

5. Omitting information

You do not need to provide disclosure about, or refer to, any item that does not apply. You may omit information that is not known to the person for whom the solicitation is made and that the person is not reasonably able to obtain, if you explain why the information is not available.

You may also omit information found in another information circular, notice of meeting or form of proxy sent to the same persons in connection with the same meeting, if you refer to the document containing that information.

B. Specific Instructions

Part 2 Solicitation

2.2 Method and cost of solicitation

When discussing any arrangement under paragraph (2) of this item, you should discuss the parties involved and the key terms of the arrangement, including details of any compensation the employee or soliciting agent will receive.

Part 3 Proxy

You should include details about a revocable proxy, whether the revocation right is limited or subject to procedures and what the limitations or procedures are.

Part 4 Interest of Management and Others

A person who does any of the following (described in this instruction as a proxy solicitor) is caught by paragraph (b) of this Part:

· Participates in a group that solicits proxies, or in organizing, directing or financing such a group
· Contributes, alone or with others, more than $250 to finance the solicitation
· Enters into any arrangements to finance or otherwise induce the purchase, sale, holding or voting of the issuer’s securities, unless the person is a lending institution or a dealer that, in the ordinary course of business, lends money or executes orders for the purchase or sale of securities.

The following are not caught by paragraph (b):

· A person that a proxy solicitor hires or employs to solicit proxies
· A person who merely transmits proxy-soliciting material or performs clerical duties
· A lawyer, accountant, or advertising, public relations, investor relations or financial advisor hired or employed by a proxy solicitor and acting in that capacity
· An officer or employee of the issuer or any affiliate
· An officer, director or employee of a proxy solicitor.

Part 5 Voting Securities and Principal Holders

5.2 Securityholders entitled to vote

If only securityholders of record as of a specified date will be entitled to vote at the meeting, you should state the record date or details about the closing of the security transfer register. Otherwise, you should explain the conditions for voting.

5.3 Right to elect directors

You should disclose under this item whether any securityholder may elect a specified number of directors. In addition, if any securityholders have cumulative or similar voting rights, you should describe those rights and any conditions to exercising them.

Part 6 Election of Directors

6.1 Proposed and continuing directors

You do not need to provide details about a continuing director’s principal occupation, business or employment if the director was elected to his or her present term by a vote of securityholders at a meeting where the notice for that meeting was accompanied by an information circular.

If a director or proposed director has held more than one position in the issuer, or a parent or subsidiary, you may disclose only the person’s first and last position held.

Part 7 Governance

Part 7 is not intended to suggest the specific corporate governance practices and policies that should be adopted by all issuers. Each issuer should adopt the corporate governance practices and policies most suitable for its specific business, structure and market. Where Part 7 refers to a particular corporate characteristic, such as a board of directors, the reference should be read to also include any equivalent characteristic of a non-corporate entity.

Independence

For the purposes of this Part, a director is independent unless a reasonable person with knowledge of all the relevant circumstances would conclude that the director is not independent of management or of any significant securityholder. A director is also independent if the issuer is a reporting issuer in another province and the director is considered to be independent under Multilateral Instrument 52-110 Audit Committees, or if the issuer is an SEC issuer and the director is considered to be independent under the requirements of applicable US laws.

Board of directors

You should consider the following items when providing disclosure under paragraph (a) of this Part:

· procedures that an issuer has for strategic planning,
· succession planning, including appointing, training and monitoring senior management,
· communications practices, and
· existence and summary content of any board mandate.

Board committees

Disclosure under paragraph (d) may include the existence and summary content of any committee charter.

Ethical business conduct

Some examples of things to consider when providing disclosure under paragraph (e) are:

· procedures for

· the existence and summary content of any code of ethics.

Assessment

You may cross-reference the information required by paragraphs (g) and (h) if an individual is being assessed in multiple roles.

Part 8 Compensation

The purpose of your executive compensation disclosure is to allow investors to compare the compensation of the issuer's management to the issuer's performance during the relevant period, and to the compensation of management of other issuers.

To achieve this, your disclosure must be specific and tailored for each individual or group. You should combine the discussion of individual officers' compensation only when necessary to avoid repetition. Discussion of compensation policy is only useful if it helps to explain a particular individual's compensation.

8.1 Compensation paid

What does compensation include?

Disclose all compensation the issuer paid in its most recent financial year to its officers, non-officer directors and significant securityholders. This includes all forms of compensation, both cash and non-cash. When deciding whether something constitutes compensation, ask yourself whether the item directly or indirectly benefits the person in any way.

You may want to describe significant components of compensation in narrative form, or in footnotes to the table.

If the issuer had more than one chief executive, chief financial or chief operating officer during the year, you should disclose the compensation paid to each individual separately for acting in that capacity. If an individual served in any of those capacities for only part of the year, you should indicate the period of time that the compensation covers.

The test for who is an issuer's chief executive, chief financial or chief operating officer is based on function. You should disclose compensation for the individuals who perform the functions normally associated with those positions, regardless of their official titles.

You should include any compensation that was payable, but not paid, during the year because the officer chose to defer payment.

Cash compensation

The table asks you to separate salary and bonus and to specifically identify other types of cash compensation. When disclosing any bonuses, include bonuses that accrued in the most recent financial year that have not been paid.

You should distinguish between bonus payments, usually determined based on performance in the most recent financial year, and payments under a long-term incentive plan which are based on performance over a period longer than one financial year.

Other examples of cash compensation you should identify and separately disclose are directors' fees paid to a key executive, the amounts of any outstanding loans or reimbursed taxes.

You should also disclose, as other cash compensation, the amounts received on the exercise of company stock options or SARs during the year. (A stock appreciation right, or “SAR”, is a right to receive a payment in cash or securities based on changes in the trading price of publicly traded securities.) Although this is not necessarily compensation paid directly by the issuer, it is the realization of a benefit that was awarded in a prior year.

Non-cash compensation

This would include grants of stock options, SARs and other securities-based compensation. You may wish to disclose stock options and SARs in a table that is separate from the one required in paragraph (1). Extension or replacement grants should be included.

Waived interest charges or assumed debts are other examples of non-cash compensation.

You should also include personal benefits that are not generally available to employees. Examples would be club memberships, company cars, insurance benefits, use of recreational property owned or leased by the company, discounts on company stock, products or services or subsidized tax advice. You may wish to express this compensation in monetary terms if it makes the information more meaningful.

8.2 Relationship between compensation and performance

This item requires you to explain the compensation of key officers in the context of the issuer's performance during the year.

In addition to the factors specifically listed, you should discuss any other factors that had bearing on the amount of compensation paid. Examples of some other factors you may want to discuss are compensation paid by other, comparable companies in the issuer's sector, compensation paid for foreign assignments or to attract foreign expertise, or to recognize individual accomplishments.

You should discuss each of the listed factors whether the influence on executive compensation was positive, negative or neutral, and explain any apparent discrepancies. For example, if earnings decreased from the preceding year or stock performance was below industry average, but cash bonuses increased, you should explain this.

Part 9 Securities Authorized for Issuance Under Equity Compensation Plans

You must include information under this Part about any compensation plan that authorizes the issuance of the issuer’s equity securities to employees or non-employees in return for goods or services, as described in section 3870 of the Handbook. However, you do not have to provide disclosure about any plan, contract or arrangement for the issuance of warrants or rights to all of the issuer’s securityholders on a pro rata basis (for example, a rights offering).

If more than one class of equity security is issued under the issuer’s compensation plans, disclose aggregate plan information for each class separately.

You must include information about individual compensation arrangements under this Part. You may aggregate that information with the information required in paragraphs (1)(a) and (b).

You may aggregate information about a plan assumed in connection with a transaction with the information required under paragraphs (1)(a) and (b). Disclose on an aggregated basis in a footnote to the table the information required by columns (a) and (b) for any individual options, warrants or rights outstanding under any assumed plan.

To the extent that column (c) includes securities available for future issuance under a plan other than on the exercise of an option, warrant or right, disclose in a footnote to the table, the number of securities and type of plan separately for each.

If a plan contains a formula for calculating the number of securities available for issuance, describe this formula in a footnote to the table.

If the issuer’s financial statements include the description required by paragraph (2), you can comply with paragraph (2) by referring to that description.

Part 10 Indebtedness of Directors and Officers

10.2 Indebtedness of directors and officers

You must disclose the indebtedness for security purchase programs and all other programs separately in the table required by this item.

Examples of the types of material terms you must disclose under paragraph (3) include the nature of the transaction in which the indebtedness was incurred, the rate of interest, the term to maturity and any understanding, agreement or intention to limit the issuer’s ability to claim against other assets of the director or officer.

For the purposes of paragraph (4) of this item, “routine indebtedness” means:

If the issuer or subsidiary makes loans to employees generally, a loan made on terms no more favourable than the terms of those loans, so long as no more than $50,000 was unpaid at any time during the issuer’s most recent financial year.

· A loan to a full-time employee of the issuer that does not exceed the employee’s annual salary and that is fully secured against the employee’s residence. · If the issuer or subsidiary makes loans in the ordinary course of business, a loan to someone other than a full-time employee of the issuer on substantially the same terms as loans to other customers with comparable credit and with no more than the usual risks of collectibility.

· A loan arising as a result of purchases made on usual trade terms, or ordinary travel or expense advances, or for similar reasons, if the repayment arrangements accord with usual commercial practice.

Part 11 Interest in Transactions

When deciding whether to disclose a particular transaction, you should consider questions like:

· How important is it to the person with the interest?
· How important is it to the issuer?
· What is the relationship between the parties to the transaction?

When describing the transaction, you should include the name of each person whose interest you are disclosing and that person's relationship to the issuer. You should also disclose the business purpose of the arrangement, any ongoing commitments resulting from the arrangement, and the transaction price and how it was determined. If you are representing that the transaction was evaluated for fairness, disclose how the evaluation was made and by whom.

An example of the type of transaction you should disclose is one in which the issuer (or any of its subsidiaries) bought or sold assets of any significance from the person. You do not need to disclose transactions whose nature, terms and conditions are in the ordinary course of the issuer’s business.

Part 13 Management Contracts

Indebtedness

In discussing indebtedness under paragraph (d), you should disclose the largest aggregate amount of indebtedness outstanding at any time during the period, the nature of the indebtedness and how it was incurred, the amount of the indebtedness currently outstanding and the applicable rate of interest. Do not include amounts due for purchases subject to usual trade terms, for ordinary travel and expense advances, or for other similar transactions.

De factodirectors and officers

Paragraph (2) of this Part is asking you to disclose whether any person performing management functions for the issuer or a subsidiary is a de facto director or officer of the issuer.

Part 14 Matters to be Dealt With at the Meeting

Examples of the types of matters you should describe under this Part are alterations of share capital, charter amendments, the purchase or sale of property, business combinations, reorganizations and other similar transactions. Paragraph (2) of this Part is not intended to cover subdivisions, consolidations, or other transactions that only affect the number of securities of a class that is outstanding. Where the transaction is a reverse takeover, you disclosure under this paragraph should include that required by Form 41-901F/51-905F Prospectus/Annual Information Form for the reverse takeover acquirer.