NORTHRICH PACIFIC VENTURES INC.
Suite 220 - 1199 West Pender Street
Vancouver, B.C. V6E 2R1
INFORMATION CIRCULAR
(As at January 14, 1998 except as indicated)
MANAGEMENT SOLICITATION
This information circular is furnished in connection with the solicitation of proxies by the management of NORTHRICH PACIFIC VENTURES INC. (the "Company") for use at the annual general meeting (the "Meeting") of the Company to be held on February 18, 1998. The solicitation will be by mail and possibly supplemented by telephone or other personal contact to be made without special compensation by regular officers and employees of the Company. The Company does not reimburse shareholders, nominees or agents for the cost incurred in obtaining from their principals authorization to execute forms of proxy. No solicitation will be made by specifically engaged employees or soliciting agents.
REVOCABILITY OF PROXY
The persons named in the enclosed form of proxy are directors of the Company.
Any shareholder returning the enclosed form of proxy may revoke the same at any time insofar as it has not been exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing executed by the shareholder or by his attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer, or attorney, of the corporation, and delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the proxy is to be used, or to the Chairman of the Meeting on the day of the Meeting, or any adjournment of it, and upon any of such deposits the proxy is revoked.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
The Company is authorized to issue 150,000,000 shares consisting of 100,000,000 common shares without par value, of which 14,321,224 common shares are issued and outstanding and 50,000,000 Class A preferred shares, none of which are issued and outstanding.
Only the holders of common shares are entitled to vote at the Meeting. Holders of common shares of record on January 14, 1998 will be entitled to vote at the Meeting.
To the knowledge of the directors and senior officers of the Company, the following persons beneficially own shares carrying more than 10% of the voting rights attached to all shares of the Company:
Name of Shareholder No. of Common Shares Owned Percentage of Outstanding
Common Shares
CDS 9,906,197 69.2%
Cede & Co. 2,070,139 14.5%
VOTING OF PROXIES
A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM AND ON HIS BEHALF AT THE MEETING OTHER THAN THE PERSONS DESIGNATED IN THE ACCOMPANYING FORM OF PROXY. TO EXERCISE THIS RIGHT THE SHAREHOLDER MAY INSERT THE NAME OF THE DESIRED PERSON IN THE BLANK SPACE PROVIDED IN THE PROXY AND STRIKE OUT THE OTHER NAMES OR MAY SUBMIT ANOTHER PROXY.
THE SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED ON ANY POLL (SUBJECT TO ANY RESTRICTIONS THEY MAY CONTAIN) IN FAVOUR OF THE MATTERS DESCRIBED IN THE PROXY.
ELECTION OF DIRECTORS
The directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed. In the absence of instructions to the contrary, the enclosed proxy will be voted for the nominees herein listed, two of whom are presently members of the Board of Directors.
The shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company at four (4). Management of the Company proposes to nominate each of the following persons for election as a director. Information concerning such persons, as furnished by the individual nominees, is as follows:
Name, Country of Ordinary Residence and Position Held with the Company Principal Occupation or Employment and, if not an Elected Director, Occupation During the Past Five Years Approx. No. of Voting Shares Beneficially Owned, Directly or Indirectly, or Controlled or Directed
ARSHAD A. SHAH */**
Canada
PRESIDENT and DIRECTOR Businessman 131,200
ERWIN LIEM **
Canada
SECRETARY and
DIRECTOR Businessman Nil
LAURENCE * SOOKOCHOFF
Canada
DIRECTOR Professional Geologist Nil
WILLIAM GILMOUR *
Canada
DIRECTOR Professional Geophysicist Nil
* Member of Audit Committee ** Member of Executive Committee
The Advance Notice of the Meeting inviting nominations for directors of the Company as required by Section 111 of the Company Act (British Columbia) was published in The Province newspaper, Vancouver, British Columbia on December 15, 1997. An Amended Notice changing the date of the Annual General Meeting was published in The Province newspaper on December 15, 1997.
STATEMENT OF EXECUTIVE COMPENSATION
The Company has two executive officers. Particulars of compensation paid to the Company's executive officers during the last completed fiscal year is set out in the section of this information circular entitled "Remuneration of Management and Others".
REMUNERATION OF MANAGEMENT AND OTHERS
(a) Direct Remuneration
The aggregate direct remuneration paid or payable by the Company and its subsidiaries to the directors and senior officers of the Company during the last completed fiscal year of the Company was $60,000, which was paid to a company owned by Mr. Ryan Henning, the president of the Company during the last fiscal year of the Company.
(b) Pension Benefits
The directors and senior officers of the Company do not participate in any pension or retirement plan.
(c) Other Remuneration
No remuneration other than as set forth herein, either directly or indirectly, has been paid or is payable by the Company and its subsidiaries to the directors and senior officers of the Company during the last completed fiscal year of the Company nor is any such remuneration proposed to be made in the future, save as disclosed under "Management Contracts" below.
(d) Particulars of Options to Purchase Shares
1,625,000 options to purchase common shares were granted to the directors and employees of the Company since the last annual general meeting of the Company.
350,000 options to purchase common shares were granted to a company owned by Mr. Ryan Henning, the president of the Company during the last fiscal year, representing 21.5% of all options granted during such period. The exercise price of these options was $1.00 and the expiry date of such options was March 25, 2002. Mr. Henning did not exercise any options during the last fiscal year.
Options to purchase 685,000 common shares were exercised or have expired during the last completed fiscal year of the Company.
Shareholder approval will be sought to the granting to the directors and employees of the Company of incentive stock options to purchase common shares in the capital stock of the Company, including any amendments thereto, for such periods, in such amounts and at such prices per share as agreed upon and at the discretion of the Board of Directors in accordance with the policies of the Vancouver Stock Exchange and upon terms and conditions subject to the approval of the regulatory authorities.
It is the policy of the Vancouver Stock Exchange that the approval of the members be received prior to exercise of incentive stock options granted to insiders of the Company and therefore such approval is requested herein. In the event of a negative vote by the shareholders with respect to the proposed incentive stock options, management would be required to submit such incentive stock options granted to insiders for approval by the shareholders before such options could be exercised.
(e) Indebtedness to Company of Directors and Senior Officers
None of the directors and senior officers of the Company, proposed nominees for election or associates of such persons is or has been indebted to the Company or its subsidiaries in an amount in excess of $5,000 at any time since the beginning of the last completed financial year of the Company.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Save and except the foregoing, or as disclosed elsewhere in this information circular, since September 1, 1997, being the commencement of the Company's last completed financial year, none of the following persons has any material interest, direct or indirect, in any transaction or proposed transaction which has materially affected or will materially affect the Company or any of its subsidiaries:
(a) any director or senior officer of the Company;
(b) any proposed nominee for election as a director of the Company;
(c) any member holding, directly or indirectly, more than 10% of the voting rights attached to all the shares of the Company; and
(d) any associate or affiliate of any of the foregoing persons.
APPOINTMENT OF AUDITOR
Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the appointment of Maude & Associates, Certified General Accountants, of Vancouver, British Columbia, as auditor of the Company to hold office until the close of the next annual general meeting of the Company. It is proposed that the remuneration to be paid to the auditor of the Company be fixed by the Board of Directors.
Maude & Associates were first appointed auditor of the Company in 1987 through their affiliation with Maude Androsiuk & Co. and Evancic, Perrault, Robertson, of Vancouver, B.C.
Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the appointment of Maude & Associates, Certified General Accountants, as auditor of the Company.
MANAGEMENT CONTRACTS
There are no management functions of the Company or a subsidiary thereof which are to any substantial degree performed by a person other than the directors or senior officers of the Company or a subsidiary thereof.
PARTICULAR MATTERS TO BE ACTED ON
INCENTIVE STOCK OPTIONS
In the event that the current stock options granted by the Company are exercised by the holders thereof or the Directors deem it advisable to grant further stock options to qualified individuals in accordance with the rules and policies of the Vancouver Stock Exchange, the Directors seek authorization from the Shareholders to grant further stock options on the following basis:
(i) at no time may the number of stock options granted to Directors or Employees exceed, in the aggregate, ten percent (10%) of the issued number of shares of the Company as at the date of the grant;
(ii) the granting, term and pricing of such options will be established in accordance with the prevailing policies of the Vancouver Stock Exchange;
(iii) the persons entitled to receive any new grant of stock option rights will be determined by the unanimous consent of all of the Directors of the Company; and
(iv) no further resolution by the members shall be required for the issuance of stock options or to authorize the exercise of any stock options granted by the Company to date.
PRIVATE PLACEMENT
It may become necessary during the course of the next year for the Company to raise sufficient capital through the sale of shares from Treasury in order to enable the Company to act upon investment or project opportunities that become available in the ordinary course. In this regard, the Directors of the Company will seek the approval of Shareholders for a resolution authorizing the Directors to arrange for private placements in the capital stock of the Company, subject to the following:
(i) all or any private placements arranged by the Directors must be to persons and at such price or prices that comply with the rules of the Vancouver Stock Exchange and the laws of the Province of British Columbia; and
(ii) the number of shares subject to private placement agreements and authorized by the Shareholders of the Company pursuant to this resolution, shall not exceed, in the aggregate, fifty percent (50%) of the issued share capital of the Company as at January 14, 1998;
This resolution applies to private placements negotiated or completed by the Company before as well as after its Annual General Meeting. If any private placement is negotiated, proposed or completed by the Company in the interim period between the date on which this Information Circular is mailed and the date of the Company's Annual General Meeting, the full details of such a placement will be provided to the members attending the Annual General Meeting in order that an informed vote can then take place on such a placement.
PURCHASE OF OIL & GAS INTERESTS
Management will seek the approval of the Shareholders for a resolution authorizing the Directors to negotiate terms and enter into agreements for the purchase of oil and gas interests on terms deemed to be in the best interests of the Company.
MINERAL INTERESTS
Management will seek the approval of the Shareholders for a resolution authorizing the Directors to negotiate terms and enter into agreements for the purchase of mineral interests on terms deemed to be in the best interests of the Company
CONSOLIDATION
The board of directors have proposed a consolidation of all the common shares of the Company on the basis that every five common shares before consolidation be consolidated into one common share so that the existing 100,000,000 common shares of which 14,321,224 shares are issued, are consolidated to 20,000,000 common shares of which 2,864,245 common shares will be issued subject to all regulatory approvals. Therefore, the special resolution will be proposed:
"RESOLVED, as a special resolution, that the existing 100,000,000 common shares of the Company of which 14,321,224 shares are issued, be consolidated into 20,000,000 common shares of which 2,864,245 common shares are issued, subject to regulatory approval."
2. Change of Authorized Capital
In order to give management of the Company flexibility in arranging future equity financing for the Company, it is proposed that the authorized capital of the Company be increased, if approved by ordinary resolution, from 20,000,000 common shares without par value to 100,000,000 common shares without par value and amending the Company's Memorandum and Articles accordingly. Shareholders will be asked to approve an ordinary resolution requiring a majority of not less than three-quarters of the votes cast at the annual general meeting.
CHANGE OF NAME
The board of directors wish to obtain approval with respect to the changing of the name of the Company to Cartier Ventures Inc., or such other name acceptable to the regulatory authorities or as the directors in their absolute discretion may decide. Therefore, the following special resolution will be proposed:
"BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:
(a) the Memorandum of the Company be altered by changing the name of the Company from Northrich Pacific Ventures Inc. to Cartier Ventures Inc., or such other name acceptable to the regulatory authorities or as the directors in their absolute discretion may decide;
(b) the Memorandum of the Company be altered accordingly.
SPECIAL BUSINESS
Issuance of Additional Escrow Common Shares
The directors of the Company have proposed to issue up to 375,000 additional common shares at a price of $0.01 per share after consolidation, as permitted by regulatory authorities, to principals of the Company. Therefore, the following special resolution will be proposed:
"RESOLVED, as a special resolution, that the shareholders of the Company ratify and approve the issuance of up to 375,000 common share at a price of $0.01 per share after consolidation, as permitted by the regulatory authorities, to principals of the Company."
RATIFICATION AND APPROVAL OF THE ACTS OF THE DIRECTORS SINCE LAST AGM
The Directors of the Company will seek shareholder ratification, confirmation and approval of all legal and lawful acts, deeds and things done by the Directors and Officers of the Company in the most recent fiscal year. The Record Book of the Company will be available for inspection by the shareholders prior to the vote on this matter being taken. Since its' last annual general meeting, the Company has focused on Coni - 1 property and to re-emphasize the Company's commitment to Natural Resource exploration and development.
PARTICULARS OF OTHER MATTERS TO BE ACTED UPON
The Management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the Notice of the Meeting. If any other matter properly comes before the meeting, it is the intention of the persons named in the enclosed form of Proxy to vote the shares represented thereby in accordance with their best judgment on such matter.
By Order of the Board of
NORTHRICH PACIFIC VENTURES INC.
"ARSHAD A. SHAH"
Per: Arshad A. Shah, President |
