NORTHRICH PACIFIC VENTURES INC.
Suite 220 - 1199 West Pender Street
Vancouver, B.C. V6E 2R1
NOTICE OF ANNUAL GENERAL MEETING
TO THE MEMBERS:
NOTICE IS HEREBY GIVEN that the annual general meeting of NORTHRICH PACIFIC VENTURES INC. (the "Company") will be held at 1308-999 West Hastings in the City of Vancouver, B.C., on February 18, 1998 at the hour of 10:00 a.m. (Vancouver time) to transact the usual business of an annual general meeting and for the following purposes:
1. To receive and consider the Report of the Directors to the Members.
2. To receive and consider the financial statements of the Company, together with the auditor's report thereon for the fiscal year ended August 31,1997.
3. To consider and, if thought fit, to approve an ordinary resolution to set the number of directors at five (5).
4. To elect directors to hold office until the next annual general meeting of the Company.
5. To appoint an auditor for the Company to hold office until the next annual general meeting of the Company.
6. To authorize the directors to fix the remuneration to be paid to the auditor for the Company.
7. To consider and, if thought fit, to approve an ordinary resolution to grant to the directors and employees of the Company incentive stock options to purchase common shares in the capital stock of the Company for such periods, in such amounts and at such prices per share, including any amendments thereto, 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 Vancouver Stock Exchange and to approve the exercise of any options granted to insiders.
8. To authorize the Directors to issue shares in the capital of the Corporation on a private placement basis, in accordance with the rules and policies of the Vancouver Stock Exchange, in such number and for such prices as the Directors, in their own best judgment, consider prudent, but in any event which placements shall not in the aggregate, without prior shareholder approval being granted, exceed fifty percent (50%) of the issued share capital of the Corporation as at January 14, 1998.
9. To authorize the Directors to enter into agreements on behalf of the Corporation, to acquire interests in oil and gas properties on such terms and for such prices as the Directors consider prudent, but which acquisitions shall not result in the issuance of shares, which in the aggregate, without prior shareholder approval being granted, exceed fifty percent (50%) of the issued share capital of the Corporation as at January 14, 1998.
10. To authorize the Directors to enter into agreements on behalf of the Corporation, to acquire interests in mineral properties on such terms and for such prices as the Directors consider prudent, but which acquisitions shall not result in the issuance of shares, which in the aggregate, without prior shareholder approval being granted, exceed fifty percent (50%) of the issued share capital of the Corporation as at January 14, 1998.
11. To consider and if thought advisable to pass a special resolution that the existing 100,000,000 common shares of the Company of which 14,321,224 common shares are issued be consolidated into 20,000,000 common shares of which 2,864,245 common shares are issued, subject to regulatory approval.
12. To consider and if thought advisable to pass 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 authorized capital of the Company be increased from, if approved, the then authorized capital of 20,000,000 common shares without par value to 100,000,000 common shares without par value and amending the Company's Memorandum accordingly.
13. To consider and if thought advisable to pass a special resolution that the shareholders of the Company ratify and approve the issuance of up to 375,000 common shares at a price of $0.01 per share after consolidation as permitted by the regulatory authorities to principals of the Company.
14. To ratify, confirm and approve all legal and lawful acts, deeds and things done by the Directors and Officers of the Corporation since the date of the Company's last annual general meeting, as the same appear in the proceedings and records of the Corporation.
15. To transact such further or other business as may properly come before the meeting and any adjournment or adjournments thereof.
The accompanying Information Circular provides additional information relating to the matters to be dealt with at the meeting and is deemed to form part of this notice.
TAKE NOTICE THAT IF THE MAILING OF THIS NOTICE AND ENCLOSED MATERIALS HAS BEEN DELAYED, THE MANAGEMENT MAY RECOMMEND AN ADJOURNMENT AT THE MEETING TO ALLOW FOR PROPER DISTRIBUTION OF THE MATERIALS.
A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. If you are unable to attend the meeting in person, please complete, sign and date the enclosed form of Proxy and return it within the time and to the location in accordance with the instructions set out in the form of Proxy and Information Circular accompanying this Notice.
Please advise the Company of any change in your address.
DATED at Vancouver, British Columbia, this 14th day of January, 1998
By Order of the Board of
NORTHRICH PACIFIC VENTURES INC.
"ARSHAD A. SHAH"
ARSHAD A. SHAH, President |
