JAS, from the management proxy circular (cut and paste fom SEDAR) ...
1. VOTE IN FAVOUR ( ) AGAINST ( ) an ordinary resolution authorizing the Corporation to issue by way of private
placement such number of securities as would result in the Corporation making issuable during the next twelve months that
number of common shares that exceeds 25% but is not greater than 50% of the Corporation's total issued and outstanding
common shares (on a non-diluted basis), representing a maximum of 9,066,983 common shares, prior to giving effect to
such transactions.
2. VOTE IN FAVOUR ( ) AGAINST ( ) an ordinary resolution authorizing the Corporation to approve the share
compensation rights which form part of the severance arrangements entered into with Eric H. Winston, the former
President and Chief Executive Officer of the Corporation, which will enable him to acquire up to 250,000 common shares
of the Corporation at an issue price of $0.55 per share, representing the closing market price on November 5, 1998, being
the day preceding the date of issue, subject to regulatory and stock exchange approval.
3. VOTE IN FAVOUR ( ) AGAINST ( ) an ordinary resolution authorizing the Corporation to convert $250,000 principal
amount outstanding under a promissory note (the “Note”) payable by the Corporation to Howard A. Pearl, the current
President and Chief Executive Officer of the Corporation, at a price of $0.736 per share, and the further issuance of
1,500,000 common shares by the Corporation to Mr. Pearl at a prescribed value of $0.736 per share, in exchange for Mr.
Pearl extending the term of the Note until March 31, 2000 and for releasing his security interest in the shares of PPL
Marketing Services Inc., subject to regulatory and stock exchange approval.
4. VOTE IN FAVOUR ( ) AGAINST ( ) an ordinary resolution authorizing the Corporation to amend Section 4.1 of the
Corporation's stock option plan dated April 1, 1996, as amended (the "Stock Option Plan"), in order to increase the number
of stock options that may be granted under the Stock Option Plan from 3,000,000 common shares to 3,400,000 common
shares;
5. VOTE IN FAVOUR ( ) AGAINST ( ) an ordinary resolution authorizing the board of directors to issue to 1165953
Ontario Inc. dba The Investor Relations Group (“IRG”) options to acquire up to 200,000 common shares in the capital of
the Corporation at an exercise price of $0.85 per share, representing the closing market price on November 29, 1998, being
the day preceding the date of issue, in exchange for a reduction of the monthly cash fee payable by the Corporation to IRG
in respect of investor relations services and, in addition, to issue to IRG 58,823 common shares upon conversion of $50,000
of indebtedness owed to IRG by the Corporation at an effective conversion price of $0.85 per share, representing the closing
market price on November 29, 1998, being the day preceding the date that the directors of the Corporation approved of such
conversion, subject to regulatory and stock exchange approvals; and
6. VOTE IN FAVOUR ( ) AGAINST ( ) a special resolution authorizing the Corporation to change the municipality of its
registered office from 1 Woodborough Avenue, Toronto, Ontario, M6M 5A1 to 6050 Tomken Road, Mississauga, Ontario,
L5T 1X8, subject to the regulatory approval. |
