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    HY LAKE GOLD: Vom Insidertip zu einer unglaublichen Marktkapitalisierung ! ! ! (Seite 1197)

    eröffnet am 29.12.09 16:16:20 von
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    neuester Beitrag 27.08.14 00:17:18 von
    derGuntram
    Beiträge: 12.205
    ID: 1.155.047
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    EURO2004
    schrieb am 09.05.12 09:17:48
    Beitrag Nr. 11.961 (43.139.484)
    HY LAKE GOLD INC.
    Suite 1105, 65 Queen Street West
    Toronto, Ontario M5H 2M5

    NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

    NOTICE IS HEREBY GIVEN that an annual and special meeting of the shareholders of Hy Lake
    Gold Inc. (the "Corporation") will be held at held at Suite 1105, 65 Queen Street West, Toronto, Ontario on
    Wednesday, the 30
    th
    day of May, 2012, at 11:00 a.m. (Toronto time) for the following purposes:

    1. to receive and consider the audited consolidated financial statements of the Corporation for the year
    ended September 30, 2011, together with the reports of the auditors thereon;

    2. to elect directors;

    3. to appoint auditors and to authorize the directors to fix their remuneration;

    4. to consider and, if thought fit, pass with or without variation, a special resolution authorizing an
    amendment of the articles of the Corporation providing for a change of name of the Corporation to
    "West Red Lake Gold Mines Inc." or such other name as shall be acceptable to the directors and
    applicable regulatory authorities; and

    5. to transact such further or other business as may properly come before the meeting or any adjournment
    or adjournments thereof.

    This notice is accompanied by a form of proxy, management information circular, the audited
    consolidated financial statements of the Corporation for the year ended September 30, 2011 and related
    management's discussion and analysis and a financial statement request form.

    Shareholders are referred to the accompanying management information circular for more detailed
    information with respect to the matters to be considered at the meeting and for the full text of the resolutions.

    A special resolution must be passed by not less than two-thirds of the votes cast by shareholders who
    vote in respect of the resolution. An ordinary resolution must be passed by not less than a majority of the votes
    cast by shareholders who vote in respect of the resolution.

    To be valid, proxies must be received by the Corporation's transfer agent, Trans Canada Transfer Inc.,
    25 Adelaide Street West, Suite 1301, Toronto, Ontario M5C 3A1 not later than 48 hours (excluding Saturdays
    and holidays) before the time of holding the meeting or adjournment thereof.

    Shareholders who are unable to attend the meeting in person are requested to complete, date, sign and
    return the enclosed form of proxy so that as large a representation as possible may be had at the meeting.

    DATED at Toronto, Ontario this 27
    th
    day of April, 2012.

    BY ORDER OF THE BOARD
    (signed) "Robert Seitz"

    Robert Seitz
    President
    HY LAKE GOLD INC.
    MANAGEMENT INFORMATION CIRCULAR
    ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
    TO BE HELD ON MAY 30, 2012.
    This information is given as of April 27, 2012 unless otherwise noted.
    SOLICITATION OF PROXIES
    This Management Information Circular is furnished in connection with the solicitation of proxies
    by the management of HY LAKE GOLD INC. (the “Corporation”) for use at the Annual and Special
    Meeting of Shareholders (the “Meeting”) of the Corporation to be held at Suite 1105, 65 Queen Street
    West, Toronto, Ontario at 11:00 o’clock in the forenoon (Toronto Time) on May 30, 2012 for the
    purposes set out in the Notice of Meeting, and at any adjournment or adjournments thereof.
    Shareholders who are unable to be present at the Meeting in person are requested to fill in, sign, date and
    return the enclosed proxy instrument to the Corporation’s transfer agent and registrar, Trans Canada
    Transfer Inc., 25 Adelaide Street East, Suite 1301, Toronto, Ontario, M5C 3A1, not later than 48 hours
    (excluding Saturdays, Sundays and holidays) before the time of holding the Meeting or adjournment
    thereof. An addressed envelope accompanies this Management Information Circular and may be used for
    such purpose. The solicitation will be primarily by mail; however, proxies may be solicited by telephone
    or in writing by employees or designated agents of the Corporation. The Corporation will bear the cost of
    solicitation on behalf of management of proxies in the form furnished herewith.
    APPOINTMENT AND REVOCATION OF PROXIES

    The persons named in the enclosed proxy instrument shall represent management at the Meeting. A
    shareholder desiring to appoint some other person (who need not be a shareholder) to represent
    him at the Meeting may do so either by inserting such person’s name in the blank space provided in
    the proxy instrument and striking out the names of the two specified persons or by completing
    another proxy instrument and in either case delivering the completed proxy instrument addressed
    to the Corporation's transfer agent at the address set forth above not later than 48 hours (excluding
    Saturdays, Sundays and holidays) before the time of holding the Meeting or adjournment thereof.
    A shareholder who has given a proxy instrument may revoke it:
    (a) by signing a proxy instrument bearing a later date and depositing it with the
    Corporation's transfer agent not later than 48 hours (excluding Saturdays, Sundays and
    holidays) before the time of holding the Meeting or adjournment thereof, or
    (b) by attending the Meeting in person and personally voting the shares represented by the
    proxy instrument, or
    (c) in addition to the revocation by any other manner permitted by law, a proxy may be
    revoked under subsection 110(4) of the Business Corporations Act (Ontario) (the “Act”)
    by an instrument in writing executed by the shareholder or by his attorney authorized in
    writing (or, if the shareholder is a corporation, under its corporate seal or by an officer or
    attorney thereof authorized in writing), deposited either at the registered office of the - 2 -
    Corporation at any time up to and including the last business day preceding the day of the
    Meeting or any adjournment thereof, at which the proxy instrument is to be used, or with
    the Chairman of the Meeting on the day of the Meeting or any adjournment thereof and
    upon either of such deposits the proxy shall be revoked.
    EXERCISE OF DISCRETION BY PROXIES

    The common shares represented by the enclosed form of proxy will be voted for or withheld from voting
    or voted against on any ballot that may be called for in accordance with the instructions of the shareholder
    executing the proxy and, if such shareholder has specified a choice with respect to any matter to be acted
    on at the Meeting, the shares will be voted accordingly. IN THE ABSENCE OF SUCH
    INSTRUCTIONS SUCH COMMON SHARES WILL BE VOTED in favour of each matter
    identified in the form of proxy to be voted upon at the Meeting.

    The enclosed proxy instrument confers discretionary authority upon the persons named therein with
    respect to amendments to matters identified in the Notice of Meeting, or other matters which may
    properly come before the Meeting. At the time of printing this Management Information Circular,
    management knows of no such amendments or other matters to come before the Meeting other than
    matters referred to in the Notice of Meeting. However, if other matters not known to management should
    properly come before the meeting, the accompanying Proxy will be voted on such matters in accordance
    with the judgement of the person voting the Proxy.
    NON-REGISTERED SHAREHOLDERS

    Only registered shareholders of the Corporation, or the persons they appoint as their proxies, are entitled
    to attend and vote at the Meeting. However, in many cases, common shares beneficially owned by a
    person (a “Non-Registered Shareholder”) are registered either:

    (a) in the name of an intermediary (an “Intermediary”) with whom the Non-Registered
    Shareholder deals in respect of the common shares (Intermediaries include, among
    others: banks, trust companies, securities dealers or brokers, trustees or administrators of
    a self-administered registered retirement savings plan, registered retirement income fund,
    registered education savings plan and similar plans); or

    (b) in the name of a clearing agency (such as CDS Clearing and Depository Services
    Inc., in Canada, and the Depository Trust Company, in the United States) of which the
    Intermediary is a participant.

    In accordance with the requirements of National Instrument 54-101 of the Canadian Securities
    Administrators, the Corporation has distributed copies of the Notice of Meeting, this Management
    Information Circular and its form of proxy (collectively the “Meeting Materials”) to the Intermediaries
    and clearing agencies for onward distribution to Non-Registered Shareholders. Intermediaries are
    required to forward the Meeting Materials to Non-Registered Shareholders unless the Non-Registered
    Shareholders have waived the right to receive them. Intermediaries often use service companies to
    forward the Meeting Materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders
    who have not waived the right to receive Meeting Materials will either:

    (a) be given a voting instruction form which is not signed by the Intermediary and which,
    when properly completed and signed by the Non-Registered Shareholder and returned to
    the Intermediary or its service company, will constitute voting instructions (often - 3 -
    called a “voting instruction form”) which the Intermediary must follow. Typically, the
    voting instruction form will consist of a one page pre-printed form. Sometimes, instead of
    the one page pre-printed form, the voting instruction form will consist of a regular printed
    proxy form accompanied by a page of instructions which contains a removable label with
    a bar-code and other information. In order for the form of proxy to validly constitute a
    voting instruction form, the Non-Registered Shareholder must remove the label from the
    instructions and affix it to the form of proxy, properly complete and sign the form of
    proxy and submit it to the Intermediary or its service company in accordance with the
    instructions of the Intermediary or its service company; or

    (b) be given a form of proxy which has already been signed by the Intermediary
    (typically by a facsimile, stamped signature), which is restricted as to the number of
    common shares beneficially owned by the Non-Registered Shareholder but which is
    otherwise not completed by the Intermediary. Because the Intermediary has already
    signed the form of proxy, this form of proxy is not required to be signed by the Non-
    Registered Shareholder when submitting the proxy. In this case, the Non-Registered
    Shareholder who wishes to submit a proxy should properly complete the form of proxy
    and deposit it with Trans Canada Transfer Inc., 25 Adelaide Street East, Suite 1301,
    Toronto, Ontario, M5C 3A1 not later than 48 hours (excluding Saturdays, Sundays and
    holidays) before the time of holding the Meeting or adjournment thereof.

    In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the
    voting of the common shares they beneficially own. Should a Non-Registered Shareholder who receives
    either a voting instruction form or a form of proxy wish to attend the Meeting and vote in person (or have
    another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered
    Shareholder should strike out the names of the persons named in the form of proxy and insert the Non-
    Registered Shareholder’s (or such other person’s) name in the blank space provided or, in the case of a
    voting instruction form, follow the directions indicated on the form. In either case, Non-Registered
    Shareholders should carefully follow the instructions of their Intermediaries and their service
    companies, including those regarding when and where the voting instruction form or the proxy is to
    be delivered.
    VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

    There are outstanding as of the date hereof 43,789,148 fully paid and non-assessable common shares of
    the Corporation. Each common share carries the right to one (1) vote per share. Each holder of
    outstanding common shares of record at the time of the close of business on April 25, 2012 (the “record
    date”) will be given notice of the Meeting and will be entitled to vote at the Meeting the number of
    common shares of record held by him on the record date.

    As of the record date, to the knowledge of the Directors and officers of the Corporation, the following are
    the only shareholders who beneficially own, directly or indirectly, or exercise control or direction over
    more than 10% of the voting rights attached to any class of outstanding voting securities of the
    Corporation entitled to be voted at the meeting common shares of the Corporation: - 4 -

    Name of Shareholder Securities so Owned,
    Controlled or Directed
    % of the Class
    of Outstanding Voting
    Securities of the Corporation

    Silver Predator Corp. 5,000,000 Common Shares 11.4%

    STATEMENT OF EXECUTIVE COMPENSATION
    Definitions

    In this section:

    “CEO” means an individual who acted as chief executive officer of the Corporation, or acted in a similar
    capacity, for any part of the most recently completed financial year;
    “CFO” means an individual who acted as chief financial officer of the Corporation, or acted in a similar
    capacity, for any part of the most recently completed financial year;
    “NEO” or “Named Executive Officer” means each of the following individuals:
    (a) a CEO;
    (b) a CFO;
    (c) each of the three most highly compensated executive officers, or the three most highly
    compensated individuals acting in a similar capacity, other than the CEO and CFO, at the
    end of the most recently completed financial year whose total compensation was,
    individually, more than $150,000, for that financial year; and
    (d) each individual who would be an NEO under paragraph (c) but for the fact that the
    individual was neither an executive officer of the Corporation, nor acting in a similar
    capacity, at the end of that financial year.
    During the Corporation’s most recently completed financial year, the Corporation had three (3) Named
    Executive Officers: Robert Seitz, Gaetan Chabot and Andreas Tinajero.
    Compensation Discussion and Analysis

    The Corporation’s Board of Directors is responsible for the compensation program for the Corporation’s
    NEOs.

    The compensation program’s objectives are:

    (a) to attract and retain qualified and experienced executives to drive the continued
    development of the Corporation and its current and future gold exploration assets,
    thereby creating shareholder value; and

    (b) to provide executives with appropriate compensation and incentives so as to encourage
    the development of the Corporation. - 5 -
    Compensation for the Corporation’s NEOs consists of the following:
    1. a base salary (for certain NEOs); and
    2. long term incentive in the form of incentive stock options.
    The Corporation does not provide the NEOs with any personal benefits, nor does the Corporation provide
    any additional compensation to its NEOs for serving as directors of the Corporation, other than the
    granting to them from time to time of incentive stock options under the Corporation’s Incentive Stock
    Option Plan.
    The Board of Directors as a whole determines the level of compensation in respect of the Corporation’s
    senior executives. There were no long-term incentive awards other than options made to the Named
    Executive Officers of the Corporation during the September 30, 2011 financial year. There are no
    pension plan benefits in place for the named executive and none of the Named Executive Officers, senior
    officers or directors of the Corporation is indebted to the Corporation.
    Option-based Awards
    The Corporation has in place a Stock Option Plan (the “Plan”) for the purpose of attracting and
    motivating Directors, Officers, Employees and Consultants of the Corporation and advancing the interests
    of the Corporation by affording such persons the opportunity to acquire an equity interest in the
    Corporation through rights granted under the Plan to purchase shares of the Corporation. See “Stock
    Option Plan” under “Securities Authorized for Issuance under Equity Compensation Plans” below for
    details of the Plan. (A copy of the Plan will also be available for review at the Meeting.)
    During the fiscal year ended September 30, 2011 there were 670,000 options granted under the Plan.
    Summary Compensation Table
    Executive compensation is required to be disclosed for each Named Executive Officer. The following
    table and notes thereto states the name of each Named Executive Officer, their annual compensation
    consisting of salary, bonus and other annual compensation, and long term compensation, including stock
    options paid, for each of the three most recently completed financial years of the Corporation.
    Non-equity incentive
    plan compensation
    ($)
    Name and
    Principal
    Position
    Year
    Salary
    ($)
    Share-
    based
    awards
    ($)
    Option-
    based
    awards
    ($)
    Annual
    incentiv
    e plans
    Long-term
    incentive
    plans
    Pension
    value
    ($)
    All other
    Compensation
    ($)
    Total
    Compensation
    ($)
    Robert Seitz
    President and
    CEO
    2011
    2010
    2009


    180,000
    162,500
    120,000


    Nil
    Nil
    Nil

    90,600
    (1)

    31,727
    (2)

    19,333
    (3)

    Nil
    Nil
    Nil

    Nil
    Nil
    Nil

    Nil
    Nil
    Nil

    85,750
    (4)
    Nil
    Nil

    356,350
    194,227
    139,333

    Gaetan
    Chabot
    (5)
    CFO
    2011 48,000 Nil Nil Nil Nil Nil 6,000 54,000 - 6 -
    Non-equity incentive
    plan compensation
    ($)
    Name and
    Principal
    Position
    Year
    Salary
    ($)
    Share-
    based
    awards
    ($)
    Option-
    based
    awards
    ($)
    Annual
    incentiv
    e plans
    Long-term
    incentive
    plans
    Pension
    value
    ($)
    All other
    Compensation
    ($)
    Total
    Compensation
    ($)
    Andreas
    Tinajero
    (6)

    CFO
    2011
    2010
    22,000
    62,500
    Nil
    Nil
    Nil
    4,367
    (7)

    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    22,000
    66,867

    Notes:
    (1) Granted 300,000 stock options on April 28, 2011 exercisable at $0.40 per share expiring on April 28, 2016.
    The fair value of these options was estimated on the date of grant using the Black-Scholes option pricing
    model with the following assumptions: dividend yield, Nil, risk-free interest rate, 2.29%, volatility, 101%
    and an expected life of 5 years.
    (2) Granted 200,000 stock options on December 7, 2009 exercisable at $0.20 per share expiring on December
    7, 2014. The fair value of these options was estimated on the date of grant using the Black-Scholes option
    pricing model with the following assumptions: dividend yield, 0%, risk-free interest rate, 2.21%, volatility,
    101.0% and an expected life of 5 years. Granted 100,000 stock options on June 15, 2010 exercisable at
    $0.15 per share expiring on June 15, 2015. The fair value of these options was estimated on the date of
    grant using the Black-Scholes option pricing model with the following assumptions: dividend yield, 0%,
    risk-free interest rate, 2.76%, volatility, 101.0% and an expected life of 5 years.
    (3) Granted 200,000 stock options on August 10, 2009 exercisable at $0.15 per share expiring on August 10,
    2014. The fair value of these options was estimated on the date of grant using the Black-Scholes option
    pricing model with the following assumptions: dividend yield, 0%, risk-free interest rate, 2.64%, volatility,
    191.19% and an expected life of 5 years.
    (4) All amounts noted as “All other Compensation” pertain to prior years. A discretionary bonus in the amount
    of $75,000 was paid to Mr. Seitz in respect of fiscal 2009 and 2010, and a retroactive pay adjustment in the
    amount of $10,750 was made in respect of 2010.
    (5) Mr. Chabot resigned as Chief Financial Officer on February 1, 2012.
    (6) Mr. Andreas Tinajero resigned as Chief Financial Officer in January 2011.
    (7) Granted 50,000 stock options on June 15, 2010 exercisable at $0.15 per share expiring on June 15, 2015.
    The fair value of these options was estimated on the date of grant using the Black-Scholes option pricing
    model with the following assumptions: dividend yield, 0%, risk-free interest rate, 2.76%, volatility, 101.0%
    and an expected life of 5 years.
    Narrative Discussion
    Robert Seitz, Chief Executive Officer
    The services of Mr. Seitz as President and Chief Executive Officer of the Corporation are provided on
    afull-time basis under the terms of a consulting agreement between his wholly- owned company Gorries
    Capital Group Inc. (“Contractor”) and the Company dated a of July 1, 2010. These services are provided
    on a continuing basis unless and until terminated at any time by either party as follows:
    • By Mr Seitz by providing sixty days written notice to the Corporation
    • By the Corporation by providing no less than twelve months prior written notice to Mr. Seitz - 7 -
    Under this agreement, the Corporation shall pay to the Contractor $180,000 per year (not including HST,
    if applicable) (the “Base Fee”). The performance of the Contractor will be reviewed annually by the
    Corporation, and at the sole option of the Board the Base Fee of the Contractor may be increased;
    provided, however, the Corporation shall be under no obligation to increase the Base Fee at the time of
    any such review. Additionally, Mr. Seitz will be entitled to participate in the Corporation’s stock option
    plan and to receive incentive share options as determined by the Board or the compensation committee of
    the Corporation and in accordance with the stock option plan established by the Corporation. The
    Corporation may provide an annual discretionary bonus to the Contractor, if the Contractor and the
    Corporation meet performance objectives to be mutually agreed upon by the Contractor and the Board.
    Whether to give a bonus and the amount of any such bonus are within the sole discretion of the
    Corporation. The amount of such bonus will not exceed 100% of the Base Fee during any year.

    In the event of a change of control, and either:

    • the Contractor's agreement with the Corporation is subsequently or contemporaneously
    terminated by the Corporation within 18 months from the effective date of the change of control;
    or
    • the Contractor's position, role or duties are amended so as to deprive the Contractor of a material
    part of the benefit it is entitled to receive hereunder,

    then the Contractor may immediately terminate the agreement and the Corporation shall pay to the
    Contractor a termination payment equal to 18 months of the Base Fee then in effect.
    To satisfy the terms of the consulting agreement, the duties to be performed by Mr. Seitz include:
    Provide leadership to position the Corporation at the forefront of the mining industry,
    Develop a strategic plan to advance the Corporation’s objectives to acquire, explore and develop
    mineral properties and, upon achieving production, promote revenue, profitability and growth as
    an organization, and
    Oversee the Corporation to insure financial efficiency, quality, service, and cost effective
    management of resources.

    Primary Responsibilities

    • Identify acquisition and merger opportunities.
    • Planning, budgeting, process management, and oversight, with specific hands-on where
    necessary.
    • Management and oversight of Corporation forecasting.
    • Anti fraud and asset safeguarding initiatives.
    • Financial reporting and structure.
    • Regulatory oversight and listing requirements.
    • Cost management.
    • Special projects.
    • Other duties as assigned by the Board.
    Rodger Roden, Chief Financial Officer
    Mr. Roden performs his duties as the Chief Financial Officer of the Corporation under a consulting
    agreement between Mr. Roden and the Corporation dated February 1, 2012. Thirty days prior written - 8 -
    notice is required if either party desires to terminate the agreement and there is no change of control
    provision. Mr. Roden's compensation is set at $4,000 per month.
    Vadim Galkine, Vice President, Exploration
    Dr. Galkine performs his duties as Vice President, Exploration under a letter agreement dated September
    1, 2010. The term of the agreement is for 12 months and upon the expiry of such term, this agreement
    shall automatically be renewed for successive rolling three month periods unless one party gives written
    notice to the other party of at least three months prior to the expiry of the term, or the relevant renewal
    term, that this agreement is to be terminated upon the expiry thereof. Dr. Galkine’s compensation was set
    at $12,000 per month, payable in cash and or by common shares in the capital of the Corporation at a
    price to be determined by the parties hereto.
    Outstanding option-based awards
    The following table discloses the particulars of all awards for each NEO outstanding at the end of the
    Corporation’s financial year ended September 30, 2011, including awards granted before this most
    recently completed financial year:
    Option Based Awards
    Name
    Number of
    Securities
    underlying
    unexercised
    options
    Option exercise price
    ($)
    Option expiration date
    Value of unexercised
    in-the-money options
    (1)

    ($)
    Robert Seitz
    CEO
    200,000
    200,000
    200,000
    200,000
    100,000
    300,000
    0.50
    0.30
    0.15
    0.20
    0.15
    0.40
    Feb. 15, 2012
    Sept. 10, 2013
    Aug. 10, 2014
    Dec. 7, 2014
    June 15, 2015
    Apr. 28, 2016
    Nil
    Nil
    10,000
    Nil
    5,000
    Nil
    Gaetan Chabot

    CFO
    Nil N/A N/A Nil
    Andreas Tinajero CFO Nil N/A N/A Nil
    Note:
    (1) Calculated using $0.20 per share, the closing price of common shares of the Corporation on the Canadian National Stock
    Exchange ("CNSX") on September 30, 2011.

    Incentive Plan Awards - Value Vested or Earned During The Year
    The following table summarizes the value of each incentive plan award vested by each NEO during the
    financial year ended September 30, 2011.
    Name
    Option-based awards - Value
    vested during the year
    (1)

    ($)
    Share-based awards - Value
    vested during the year
    ($)
    Non-equity incentive plan
    compensation - Value earned
    during the year
    ($)
    Robert Seitz
    CEO
    Nil Nil Nil
    Gaetan Chabot

    CFO
    Nil Nil Nil - 9 -
    Name
    Option-based awards - Value
    vested during the year
    (1)

    ($)
    Share-based awards - Value
    vested during the year
    ($)
    Non-equity incentive plan
    compensation - Value earned
    during the year
    ($)
    Andreas Tinajero
    CFO
    Nil Nil Nil
    Notes:
    (1) Dollar value that would have been realized if the options under the option-based award had been exercised on the
    vesting date.

    Narrative Discussion
    There were no re-pricings of stock options under the Plan or otherwise during the Corporation’s
    completed financial year ended September 30, 2011. During the fiscal year ended September 30, 2011 a
    total of 670,000 options were granted, 325,000 options expired, and 215,000 options were exercised. The
    total number of options to purchase common shares that were outstanding at September 30, 2011 was
    3,525,000.
    Pension Plan Benefits
    The Corporation has no pension plans that provide for payments or benefits to any NEO at, following or
    in connection with retirement.
    The Corporation also does not have any deferred compensation plans relating to any NEO.
    Termination and Change of Control Benefits
    Other than as disclosed herein, the Corporation does not have any pension or retirement plan which is
    applicable to the NEOs. The Corporation has not provided compensation, monetary or otherwise, during
    the most recently completed financial year, to any person who now or previously has acted as an NEO of
    the Corporation, in connection with or related to the retirement, termination or resignation of such person,
    and the Corporation has provided no compensation to any such person as a result of a change of control of
    the Corporation. The Corporation is not party to any compensation plan or arrangement with an NEO
    resulting from the resignation, retirement or termination of employment of any such person.
    Other than as disclosed herein, with respect to Mr Robert Seitz, the Corporation does not have any plan or
    arrangement with respect to compensation to its executive officers, which would result from the
    resignation, retirement or any other termination of employment of the executive officers’ employment
    with the Corporation and its subsidiaries or which would result from a change of control of the
    Corporation or a change in the executive officers’ responsibilities following a change in control.
    For illustrative purposes, if the NEO's had been terminated without cause on September 30, 2011, the
    following amounts would have been payable:
    Name Aggregate
    amount
    payable for
    base salary
    Aggregate
    amount
    payable for
    bonus
    Aggregate
    amount
    payable for
    perquisites
    and benefits
    Option-based
    awards –
    Value vested
    Total
    Robert Seitz
    CEO
    $180,000 Nil Nil Nil $180,000 - 10 -

    Director Compensation
    The following table (presented in accordance with Form 51-102F6) sets forth all amounts of
    compensation provided to the non-executive directors for the Corporation’s most recently completed
    financial year.
    Name Fees
    earned
    ($)
    Share-
    based
    awards
    ($)
    Option-
    based
    awards
    ($)
    Non-equity
    incentive
    plan
    compensati
    on
    ($)
    Pension
    value
    ($)
    All other
    compensati
    on
    ($)
    Total
    ($)
    (a) (b) (c) (d) (e) (f) (g) (h)
    Stephen Jakob Nil Nil $30,200 (1) Nil Nil Nil $30,200
    Greg Laing Nil Nil $30,200 (1) Nil Nil Nil $30,200
    Michael Dehn Nil Nil $30,200 (1) Nil Nil Nil $30,200
    John Cullen Nil Nil Nil Nil Nil Nil Nil
    Dan Farrell Nil Nil Nil Nil Nil Nil Nil
    Notes:
    (1) Stock options granted on April 28, 2011 exercisable at $0.40 per share expiring on April 28, 2016. The fair value of
    these options was estimated on the date of grant using the Black-Scholes option pricing model with the following
    assumptions: dividend yield, Nil, risk-free interest rate, 2.29%, volatility, 101% and an expected life of 5 years.
    The Corporation has no pension plan or other arrangement for non-cash compensation for its directors
    who are not NEOs, except incentive stock options. During the Corporation’s completed financial year
    ended September 30, 2011, 300,000 options were granted to directors who are not NEOs. The following
    table shows options held by directors at the 2010 year end that were issued in years prior to 2011.
    Option Based Awards
    Name Number of
    Securities
    underlying
    unexercised options
    Option exercise
    price
    ($)
    Option expiration date
    Option-Based
    Awards

    ($)
    Stephen Jakob 200,000
    100,000
    100,000
    0.15
    0.15
    0.40
    Aug. 10, 2014
    June 15, 2015
    Apr. 28, 2016
    13,400
    (3)

    8,727
    (1)
    30,200
    (5)

    Greg Laing 200,000
    100,000
    100,000
    0.15
    0.15
    0.40
    Aug. 10, 2014
    June 15, 2015
    Apr. 28, 2016
    13,400
    (3)

    8,727
    (1)
    30,200
    (5)

    Michael Dehn 100,000
    200,000
    100,000
    1.00
    0.20
    0.40
    Nov. 13 2012
    Dec. 7, 2014
    Apr. 28, 2016
    67,440
    (4)

    23,000
    (2)
    30,200
    (5)

    John Cullen 200,000 0.15 June 15, 2015 17,454
    (1)

    Dan Farrell 200,000 0.15 June 15, 2015 17,454
    (1)

    Notes:
    (1) The fair value of these options was estimated on the date of grant using the Black-Scholes option pricing model
    with the following assumptions: dividend yield, 0%, risk-free interest rate, 2.76%, volatility, 101.0% and an expected
    life of 5 years. - 11 -
    (2) The fair value of these options was estimated on the date of grant using the Black-Scholes option pricing model
    with the following assumptions: dividend yield, 0%, risk-free interest rate, 2.21%, volatility, 101.0% and an expected
    life of 5 years.
    (3) ) The fair value of these options was estimated on the date of grant using the Black-Scholes option pricing model
    with the following assumptions: dividend yield, Nil, risk-free interest rate, 2.64%, volatility, 191% and an expected life
    of 5 years.
    (4) The fair value of these options was estimated on the date of grant using the Black-Scholes option pricing model
    with the following assumptions: dividend yield, Nil, risk-free interest rate, 4.1%, volatility, 127% and an expected life
    of 5 years.
    (5) The fair value of these options was estimated on the date of grant using the Black-Scholes option pricing
    model with the following assumptions: dividend yield, Nil, risk-free interest rate, 2.29%, volatility, 101%
    and an expected life of 5 years.

    Directors of the Corporation do not receive any compensation in the form of directors’ fees. No other
    compensation during the most recently completed financial year was paid to directors pursuant to any
    other arrangement or in lieu of any standard arrangement save and except through the granting of stock
    options under the Corporation’s Stock Option Plan (the “Plan”). All reasonable expenses incurred by
    directors in respect of their duties are reimbursed by the Corporation.
    Other than as set forth in the foregoing, no director of the Corporation who is not an NEO has received,
    during the most recently completed financial year, compensation pursuant to:
    (a) any standard arrangement for the compensation of directors for their services in their
    capacity as directors, including any additional amounts payable for committee
    participation or special assignments;
    (b) any other arrangement, in addition to, or in lieu of, any standard arrangement, for the
    compensation of directors in their capacity as directors; or
    (c) any arrangement for the compensation of directors for services as consultants or experts.
    Outstanding option-based awards
    Below is a summary of all option-based awards outstanding for directors as at September 30, 2011. Such
    options were granted under the Stock Option Plan as detailed above under “Incentive Plan Awards:
    Narrative Discussion”.
    Name
    Number of
    securities
    underlying
    unexercised options
    (#)
    Option exercise
    price
    ($) Option expiration date
    Value of
    unexercised
    in-the-Money
    Options
    (1)

    ($)
    100,000 1.00 November 13, 2012
    (5)
    Nil
    200,000 0.20 December 7, 2014
    (2)
    Nil Michael Dehn
    100,000 0.40 April 28, 2016
    (4)
    Nil
    Greg Laing 200,000 0.15 August 10, 2014
    (6)
    10,000 - 12 -
    Name
    Number of
    securities
    underlying
    unexercised options
    (#)
    Option exercise
    price
    ($) Option expiration date
    Value of
    unexercised
    in-the-Money
    Options
    (1)

    ($)
    100,000 0.15 June 15, 2015
    (3)
    5,000
    100,000 0.40 April 28, 2016
    (4)
    Nil
    200,000 0.15 August 10, 2014
    (4)
    10,000
    100,000 0.15 June 15, 2015
    (3)
    5,000 Stephen Jakob
    100,000 0.40 April 28, 2016
    (4)
    Nil
    John Cullen 200,000 0.15 June 15, 2015
    (3)
    10,000
    Dan Farrell 200,000 0.15 June 15, 2015
    (3)
    10,000
    Notes:
    (1) Calculated using $0.20 per share, the closing price of common shares of the Company at September 30, 2011.
    (2) Granted December 7, 2009
    (3) Granted June 15, 2010
    (4) Granted April 28, 2011
    (5) Granted November 13, 2007
    (6) Granted August 9, 2009

    Incentive Plan Awards – Value Vested or Earned During the Year

    The following table sets forth information in respect of all value vested or earned during the year ended
    September 30, 2011 in respect of option-based awards, share-based awards and non-equity incentive plan
    compensation by directors of the Corporation (who are not also NEO's).

    Name Option-based Awards
    Value vested during the
    year
    ($)
    (1)

    Share-based Awards
    Value vested during
    the year
    ($)
    Non-equity incentive plan
    compensation
    Value vested during the year
    ($)
    Michael Dehn $ Nil Nil Nil
    Greg Laing $ Nil Nil Nil
    Stephen Jacob $ Nil Nil Nil
    John Cullen $ Nil Nil Nil
    Dan Farrell $ Nil Nil Nil
    Notes:
    (1) Dollar value that would have been realized if the options under the option-based award had been exercised on the vesting
    date. - 13 -
    SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
    The following table sets forth, details of the Corporation’s compensation plans under which equity
    securities of the Corporation were authorized for issuance at the end of the Corporation’s most recently
    completed fiscal year.
    Plan Category
    Number of Securities to
    be Issued Upon
    Exercise of
    Outstanding Options
    (a)
    Weighted Average
    Exercise Price of
    Outstanding Options
    (b)
    Number of Securities
    Remaining Available
    for Future Issuance
    Under Equity
    Compensation Plan
    (1)
    (c)
    Equity compensation plans previously
    approved by security holders
    3,525,000
    (2)
    $0.36 853,914
    Equity compensation plans not previously
    approved by security holders
    N/A N/A N/A
    Total 3,525,000
    (2)
    853,914
    Notes:
    (1) Excluding securities reflected in the first column (a).
    (2) Since the fiscal year ended September 30, 2011, Nil options held by senior officers and consultants have been
    exercised.

    Stock Option Plan
    The Corporation has in place a Stock Option Plan (the “Plan”) for the purpose of attracting and
    motivating Directors, Officers, Employees and Consultants of the Corporation and advancing the interests
    of the Corporation by affording such persons the opportunity to acquire an equity interest in the
    Corporation through rights granted under the Plan to purchase shares of the Corporation.
    A summary of the material aspects of the Plan is as follows:
    1. the Plan will be administered by the Corporation's Board of Directors or, if the Board so
    designates, by a Committee of the Board appointed in accordance with the Plan to administer the
    Plan;
    2. the maximum number of shares in respect of which options may be outstanding under the Plan at
    any given time is set at 10% of the issued and outstanding common shares of the Corporation;
    3. following termination of an optionee's employment, directorship, consulting agreement or other
    qualified position, the optionee's option shall terminate upon the expiry of such period of time
    following termination, not to exceed 30 days;
    4. an option granted under the Plan will terminate six months following the death of the optionee.
    These provisions do not have the effect of extending the term of an option which would have
    expired earlier in accordance with its terms, and do not apply to any portion of an option which
    had not vested at the time of death or other termination;
    5. as long as required by stock exchange policies, no one individual may receive options on more
    than 5% of the issued and outstanding shares of the Corporation (the “Outstanding Shares”) in
    any 12 month period, no one consultant may receive options on more than 2% of the Outstanding
    Shares in any 12 month period, and options granted to persons employed to provide investor - 14 -
    relations services may not exceed, in the aggregate, 2% of the Outstanding Shares in any 12
    month period;
    6. options may not be granted at prices that are less than the market price of the securities at the time
    the option is granted;
    7. any amendment of the terms of an option shall be subject to any required regulatory and
    shareholder approvals; and
    8. in the event of a reorganization of the Corporation or the amalgamation, merger or consolidation
    of the shares of the Corporation, the Board of Directors shall make such appropriate provisions
    for the protection of the rights of the optionee as it may deem advisable.
    A copy of the Corporation's current Plan is available from the Corporation upon request.
    INDEBTEDNESS OF DIRECTORS AND OFFICERS
    None of the present or former directors or senior officers of the Corporation or any associates or affiliates
    of the Corporation are or have been indebted to the Corporation at any time since the beginning of the last
    competed financial year of the Corporation.
    INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
    To the knowledge of management of the Corporation, other than as disclosed elsewhere in this
    Management Information Circular, no informed person or nominee for election as a director of the
    Corporation, or any associate or affiliate of an informed person or proposed director, has or had any
    material interest, direct or indirect, in any transaction since the commencement of the Corporation’s most
    recently completed financial year or in any proposed transaction which has materially affected or will
    materially affect the Corporation or any of its subsidiaries other than as set out herein. The term
    “informed person” as defined in National Instrument 51-102 Continuous Disclosure Obligations means a
    director or executive officer of the Corporation, or any person or company who beneficially owns,
    directly or indirectly, voting securities of the Corporation or who exercises control or direction over
    voting securities of the Corporation carrying more than 10% of the voting rights attached to all
    outstanding voting securities of the Corporation, other than voting securities held by the person or
    company as underwriter in the course of a distribution.
    MANAGEMENT CONTRACTS
    Except as otherwise disclosed in this Management Information Circular, management functions of the
    Corporation are generally performed by directors and senior officers of the Corporation and not, to any
    substantial degree, by any other person to whom the Corporation has contracted.
    AUDIT COMMITTEE
    Relationship with Auditors
    National Instrument 52-110 of the Canadian Securities Administrators (“NI 52-110”) requires the
    Corporation, as a venture issuer, to disclose annually in its Management Information Circular certain
    information relating to the Corporation’s Audit Committee and its relationship with the Corporation’s
    independent auditors. - 15 -
    Audit Committee Charter
    The Audit Committee Charter is annexed hereto as Schedule “A”.
    Composition of the Audit Committee
    The Corporation’s Audit Committee is currently comprised of three (3) members: Messrs. Robert Seitz,
    Stephen Jakob and Michael Dehn. As defined in MI 52-110, Mr. Jakob and Mr. Dehn are independent
    and Mr. Seitz is not independent by virtue of being an executive officer of the Corporation. All of the
    members of the Audit Committee are “financially literate” as defined in NI 52-110.
    Relevant Education and Experience
    Mr. Robert Seitz has been President and CEO of the Corporation since February 2007. Prior to that he
    was Head of Investment Banking at Byron Securities Limited from September 2004 to November 2006.
    Prior to that Mr. Seitz was a corporate finance consultant, working with Kingsdale Capital Inc., First
    Associates Asset Management and others, and was a founding partner of AGF Capital Group, a
    subsidiary of AGF Management Limited. He worked as an investment advisor with Wood Gundy Private
    Client Investments and prior to that. Mr. Seitz was a director of Laird Lake Resources Inc., a private
    mining exploration company.
    Mr. Stephen Jakob is a founding partner of Osprey Capital Partner Inc., one of Canada’s largest
    independent mid-market investment banking firms. Prior to Osprey Capital, Mr. Jakob was a Partner and
    Director with Gordon Capital Corporation, where he provided investment banking advice to a number of
    Canadian public and private companies. Before joining Gordon Capital, Mr. Jakob was the CFO and then
    President of a private packaging and distribution company. After receiving an HBA from the Richard
    Ivey School of Business in 1989, he taught financial and managerial accounting, Canadian Institute of
    Management and Institute of Canadian Bankers courses at the Ivey Business School at the University of
    Western Ontario.

    Mr. Michael Dehn was President, CEO and Director of Nayarit Gold Inc. from September 2005 to April
    2007. Between 1995 and 2005, he worked as an exploration geologist and later as a Senior
    Geologist with Goldcorp Inc. Mr. Dehn has over 19 years experience in the mining industry and has
    been a director and/or management of publicly traded and private junior mining companies, with
    listings on the TSX, TSX-V, CNQ, Frankfurt, Berlin, OTCBB and Pink Sheets. Mr. Dehn has
    worked in diamond, base metals, precious metals, industrial minerals, oil and natural gas, as well as
    sand gravel and peat deposits, primarily in the Americas on private, public company and government
    projects. Mr. Dehn received his BSc. from the University of Waterloo.

    Audit Committee Oversight
    Since the commencement of the Corporation’s most recently completed fiscal year, the Corporation’s
    board of directors has adopted all recommendations of the Audit Committee to nominate or compensate
    its external auditor.
    Reliance on Certain Exemptions
    Since the commencement of the Corporation’s most recently completed financial year and the effective
    date of NI 52-110, the Corporation has not relied on the exemptions contained in sections 2.4 or Part 8 of
    NI 52-110. Section 2.4 provides an exemption from the requirement that the Audit Committee must pre-
    approve all non-audit services to be provided by the auditors, where the total amount of fees related to the - 16 -
    non-audit services are not reasonably expected to exceed 5% of the total amount of fees payable to the
    auditor in the fiscal year in which the non-audit services were provided. Part 8 permits a company to
    apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole
    or in part.
    Pre-Approved Policies and Procedures
    The Corporation has not adopted specific policies and procedures for the engagement of non-audit
    services. The Audit Committee will review the engagement of non-audit services as required.
    Exemption
    The Corporation is relying on the exemption provided by Part 6.1 of NI 52-110 for venture issuers which
    allows for an exemption from Part 5 (Reporting Obligations) of NI 52-110 and allows for the short form
    of disclosure of Audit Committee procedures set out in Form 52-110F2 and disclosed in this Management
    Information Circular.
    External Auditor Service Fees (by category)
    Year ended
    September 30, 2011
    ($)
    Year ended
    September 30, 2010
    ($)
    Audit Fees
    (1)
    $24,220 $11,220
    Audit Related Fees
    (2)
    - -
    Tax Fees
    (3)
    - -
    All Other Fees
    (4)
    - -

    Notes: (1) Aggregate fees billed for services provided in auditing the Corporation’s annual financial
    statements.
    (2) Aggregate fees not included in “audit fees” that are billed by the auditors for the
    assurance and related services that are reasonably related to the performance of the audit
    or review of the Corporation’s statements or as related to a prospectus.
    (3) Aggregate fees billed by the auditors for professional services rendered for tax
    compliance, tax advice and tax planning.
    (4) Aggregate fees billed by the auditors for products and services not included in the
    forgoing categories.
    INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON
    None of the Directors or Senior Officers of the Corporation, nor any person who has held such a position
    since the beginning of the last completed financial year of the Corporation, nor any proposed nominee for
    election as a Director of the Corporation, nor any associate or affiliate of the foregoing persons, has any
    substantial or material interest, direct or indirect, by way of beneficial ownership of securities or
    otherwise, in any matter to be acted on at the Meeting other than the election of Directors or as otherwise
    disclosed under the heading “Particulars of Other Matters to be Acted Upon”, and as otherwise disclosed
    herein. - 17 -
    PARTICULARS OF MATTERS TO BE ACTED UPON
    A. Appointment and Remuneration of Auditors
    McCarney Greenwood LLP, Chartered Accountants were first appointed as independent auditors of the
    Corporation on May 25, 2010.
    It is proposed to reappoint McCarney Greenwood LLP, Chartered Accountants, Toronto, Ontario, as
    auditors of the Corporation for the next fiscal year and to authorize the Directors to fix their remuneration.
    Proxies received in favour of management will be voted for the approval of appointing McCarney
    Greenwood LLP, Chartered Accountants, as the auditors of the Corporation for the current fiscal
    year and authorizing the Board to fix their remuneration, unless the shareholder has specified in
    the proxy that his shares are to be withheld from voting on such resolution.
    B. Election of Directors
    The persons named in the accompanying form of proxy intend to vote for the election of the six (6)
    current nominees whose names are as follows: Robert Seitz, Stephen Jakob, Gregory Laing, Michael
    Dehn, John Cullen and Dan Farrell.
    Management does not contemplate that any of the six (6) current nominees will not be able to serve
    as a Director but, if that should occur for any reason prior to the Meeting, the persons named in the
    enclosed proxy instrument reserve the right to vote for another nominee at their discretion. Each
    Director elected will hold office until the next annual meeting or until his successor is duly elected
    unless, prior thereto, he resigns or his office becomes vacant by death or other cause.
    The following table and the notes thereto state the names of all of the persons proposed to be nominated
    for election as Directors, all other positions and offices with the Corporation now held by them, their
    principal occupations or employment, their periods of service as Directors of the Corporation and the
    approximate number of shares of the Corporation beneficially owned, directly or indirectly, or over which
    control or direction is exercised by each of them as of the date hereof and indicates those nominees who
    are members of the Corporation’s Audit Committee and Compensation Committee.
    Name and Position with the
    Corporation
    Principal Occupation Director Since
    Number of Shares of the
    Corporation beneficially
    owned, directly or
    indirectly, or over which
    control or direction is
    exercised as of the date
    hereof
    (1)

    ROBERT B. SEITZ
    (2)
    President, CEO and Director
    Toronto, Ontario
    President and CEO of the Corporation

    May 2007 2,000
    STEPHEN JAKOB
    (2)

    Director
    Toronto, Ontario
    Founding Partner, Osprey Capital
    Partners Inc. (investment banking
    firm)
    June 2008 Nil
    R. GREGORY LAING
    (3)

    Director
    Oakville, Ontario
    General Counsel, Senior Vice-
    President, Legal and Corporate
    Secretary of Agnico-Eagle Mines
    Limited (a public gold mining
    company)
    November 2008 1,004,545 - 18 -
    Name and Position with the
    Corporation
    Principal Occupation Director Since
    Number of Shares of the
    Corporation beneficially
    owned, directly or
    indirectly, or over which
    control or direction is
    exercised as of the date
    hereof
    (1)

    MICHAEL DEHN
    (2)

    Director
    Toronto, Ontario
    Director, Avanti Management &
    Consulting Limited (a mining
    management services company)
    October 2009 Nil
    JOHN CULLEN
    (3)

    Toronto, Ontario
    President, Jaguar Holdings (1998)
    Inc. (a private holding company)
    May 2010 116,100
    DAN FARRELL
    Toronto, Ontario
    Retired Businessman.


    May 2010 24,500

    Notes:
    (1) The information as to shares beneficially owned, not being within the knowledge of the Corporation, has
    been furnished by the Directors individually.
    (2) Member of the audit committee.
    (3) Member of the compensation committee.
    (4) All of the nominees have held the indicated positions for the past five years, except for Mr. Seitz, who
    between September 2004 and November 2006 served as Head of Investment Banking at Byron Securities
    Limited (an investment banking firm); Mr. Laing, who from September 2005 to December 2006 was
    General Counsel, Vice-President, Legal and Corporate Secretary of Agnico Eagle Mines Limited (a public
    gold mining company); Mr. Dehn, who from September 2005 to April 2007 Mr. Dehn was the President,
    CEO and Director of Nayarit Gold Inc. (a public mineral exploration company); and Mr. Farrell, who from
    July 2005 to July 2008 was the President of Zacoro Metals Corp. (a private copper exploration company).

    The terms of office of those nominees who are presently Directors will expire as of the date of the
    Meeting. All of the Directors who are elected at the Meeting will have their term of office expire at the
    next Annual General Meeting of the Corporation.

    Unless a proxy specifies that the shares it represents should be withheld from voting on the election
    of directors, the proxyholders named in the accompanying proxy intend to use it to vote for the
    election of the above nominees as directors of the Corporation.

    Corporate Cease Trade Orders

    None of the nominees is as at the date of the Management Information Circular, or has been within the 10
    years before the date of this circular, a director, chief executive officer or chief financial officer of any
    company, including any personal holding company of such director, chief executive officer or chief
    financial officer, that was subject to an order that was issued while that person was acting in that capacity,
    or was subject to an order, that was issued after the director or executive officer ceased to be a director,
    chief executive officer or chief financial officer and which resulted from an event that occurred while that
    person was acting in such capacity, other than John Cullen who was and is a director of Southeast Asia
    Mining Corp. (“SEA”) which was the subject of cease trade orders issued by the British Columbia,
    Alberta, Manitoba and Ontario securities commissions in May 2009 for failure to file the audited
    consolidated financial statements for the year ended December 31, 2008 and for subsequent periods. The
    cease trade orders were revoked on August 3, 2011. - 19 -

    None of the nominees is as at the date of this circular, or has been within the 10 years before the date of
    this circular, a director or executive officer of any company, including any personal holding company of
    such director or executive officer, that while that person was acting in that capacity or within a year of
    that person ceasing to act in that capacity became bankrupt, made a proposal under any legislation
    relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or
    compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of
    such company, other than Mr. Cullen who was a director of Biogan International, Inc. (“Biogan”), a
    company listed on the NASDAQ Bulletin Board prior to its initiating Chapter 11 bankruptcy proceedings
    in the United States. Mr. Cullen resigned several weeks before Biogan filed for bankruptcy protection.
    On July 9, 2004, the US Bankruptcy Court confirmed the Biogan liquidation plan and the final decree
    closing the bankruptcy proceedings occurred in April 2005.
    No director or officer of the Corporation has within the past ten years become bankrupt, made a proposal
    under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any
    proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee
    appointed to hold the assets of the proposed director.
    No nominee has been the subject of any penalties or sanctions imposed by a court relating to Canadian
    securities legislation or by a Canadian securities regulatory authority or has entered into a settlement
    agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions
    imposed by a court or regulatory body that would be likely to be considered important to a reasonable
    investor in making an investment decision.
    C. Name Change
    The Corporation is proposing to change its name to “West Red Lake Gold Mines Inc.” or such other name
    as shall be acceptable to the board of directors of the Corporation and applicable regulatory authorities, to
    better reflect the Corporation's focus and geographic location of its business activities.
    The board of directors of the Corporation recommends that Shareholders vote for the adoption of the
    Special Resolution as set out in Schedule “B” (the “Name Change Resolution”). In order to be effective,
    the Name Change Resolution must be approved by the affirmative vote of not less than 66 2/3% of the
    votes cast at the Meeting in respect of such Special Resolution. Proxies received in favour of
    management will be voted FOR the approval of the Name Change Resolution to authorize the
    board of directors to amend the articles of the Corporation to effect the name change, unless the
    Shareholder has specified in the proxy that their Shares are to be voted against such resolution.
    The Name Change Resolution authorizing the name change will empower the directors of the
    Corporation to revoke the resolution, without further approval of the Shareholders, at any time
    prior to the issue of a certificate of amendment giving effect thereto.
    CORPORATE GOVERNANCE
    Corporate governance relates to the activities of the Board of Directors (the “Board”), the members of
    which are elected by and are accountable to the shareholders, and takes into account the role of the
    individual members of management who are approved by the Board and who are charged with the day-to-
    day management of the Corporation.
    National Instrument 58-101 - Disclosure of Corporate Governance Practices (“NI 58-101”) requires the
    Corporation to disclose its corporate governance practices by providing in its Management Information
    Circular the disclosure required by Form 58-101F2. National Policy 58-201 Corporate Governance - 20 -
    Guidelines establishes corporate governance guidelines which apply to all public companies. The
    Corporation has reviewed its own corporate governance practices in light of these guidelines. In certain
    cases, the Corporation’s practices comply with the guidelines, however, the Board considers that some of
    the guidelines are not suitable for the Corporation at its current stage of development and therefore these
    guidelines have not been adopted. The Corporation will continue to review and implement corporate
    governance guidelines as the business of the Corporation progresses. N1 58-101 mandates disclosure of
    corporate governance practices in Form 58-101F2, which disclosure is set out below.
    Form 58–101F2 – Corporate Governance Disclosure
    Board of Directors
    The Board is currently composed of six directors. Nominees for election to the Board are Messrs. Seitz,
    Jakob, Laing, Dehn, Cullen and Farrell. All of the proposed nominees are current directors of the
    Corporation.
    Form 58-101F2 suggests that the board of directors of every listed company should be constituted with a
    majority of individuals who qualify as “independent” directors under N1 58-101, which provides that a
    director is independent if he or she has no direct or indirect “material relationship” with the Corporation.
    “Material relationship” is defined as a relationship which could, in the view of the Corporation’s board of
    directors, be reasonably expected to interfere with the exercise of a director’s independent judgment. Of
    the proposed nominees, one (1): Robert Seitz, President & CEO, is an “inside” or management director
    and accordingly is considered not “independent”. Each of the remaining five (5) proposed directors are
    considered by the Board to be “independent”, within the meaning of N1 58-101. In assessing Form 58-
    101F2 and making the foregoing determinations, the circumstances of each director have been examined
    in relation to a number of factors.
    Directorships
    Mr. Laing is currently a director of Andina Minerals Inc., a company listed on the TSX Venture
    Exchange.

    Mr. Dehn is currently a director of Jourdan Resources Inc. and Orex Exploration Inc., companies listed on
    the TSX Venture Exchange; and Metalore Resources Limited, a company listed on the Toronto Stock
    Exchange.

    Mr. Cullen is currently a director of CGX Energy Inc., a company listed on the TSX Venture
    Exchange; Mag Copper Limited, a company listed on the Canadian National Stock Exchange; and
    Southeast Asia Mining Corp., Victory Gold Mines Inc. and Wamco Technology Group Ltd., unlisted
    reporting issuers.

    Mr. Farrell is currently a director of Mistango River Resources Inc., a company listed on the TSX Venture
    Exchange.

    Mr. Seitz, and Mr. Jakob are currently not directors of any other company that is a reporting issuer or
    equivalent in any Canadian or foreign jurisdiction.

    Orientation and Continuing Education

    The Board does not have a formal orientation or education program for its members. The Board’s
    continuing education is typically derived from correspondence with the Corporation’s legal counsel to - 21 -
    remain up to date with developments in relevant corporate and securities’ law matters. Additionally,
    historically board members have been nominated who are familiar with the Corporation and the nature of
    its business.

    Ethical Business Conduct

    The Board has not adopted guidelines or attempted to quantify or stipulate steps to encourage and
    promote a culture of ethical business conduct, but does promote ethical business conduct through the
    nomination of board members it considers ethical, through avoiding or minimizing conflicts of interest,
    and by having a majority of its board members independent of corporate matters.

    Nomination of Directors

    The recruitment of new directors has generally resulted from recommendations made by directors and
    shareholders. The assessment of the contributions of individual directors has principally been the
    responsibility of the Board. Prior to standing for election, new nominees to the Board are reviewed by the
    entire Board.

    Compensation

    The directors decide as a Board the compensation for the Corporation’s officers, based on industry
    standards and the Corporation’s financial situation. No directors were paid any fees for the fiscal year
    ended September 30, 2011.

    Other Board Committees
    Compensation Committee

    The compensation committee is currently comprised of two (2) directors; John Cullen, as Chair of the
    committee, and Greg Laing. The committee members qualify as independent directors as defined in NI52-
    110.

    The Compensation Committee is the only standing committee of the board other than the audit
    committee.

    Assessments

    Currently the Board takes responsibility for monitoring and assessing its effectiveness and the
    performance of individual directors, its committees, including reviewing the board’s decision-making
    processes and the quality of information provided by management, and among other things:

    • overseeing strategic planning
    • monitoring the performance of the Corporation’s assets
    • evaluating the principal risks and opportunities associated with the Corporation’s business and
    overseeing the implementation of appropriate systems to manage these risks
    • approving specific acquisitions and divestitures
    • evaluating senior management, and
    • overseeing the Corporation’s internal control and management information systems - 22 -
    ADDITIONAL INFORMATION
    Additional information relating to the Corporation is available under the Corporation’s profile on the
    SEDAR website at www.sedar.com. The Corporation’s annual audited financial statements and
    management discussion and analysis (“MD&A”) for the fiscal year ended September 30, 2011 is
    available for review under the Corporation’s profile on SEDAR. A copy of these financial statements and
    MD&A have also been mailed out to shareholders. Shareholders may contact the Corporation to request
    copies of the financial statements and MD&A by: (i) mail to Suite 1105, 65 Queen Street West, Toronto,
    Ontario; or (ii) fax to 416-362-GOLD (4653).
    OTHER MATTERS
    Management knows of no other matter to come before the Meeting other than the matters referred to in
    the notice of meeting. If any matters which are not known should properly come before the Meeting, the
    accompanying proxy instrument will be voted on such matters, in accordance with the best judgement of
    the person voting it.
    DIRECTORS’ APPROVAL
    The contents and the sending of this Management Information Circular have been approved by the Board
    of directors of the Corporation. The foregoing contains no untrue statement of a material fact and does
    not omit to state a material fact that is required to be stated or that is necessary to make a statement not
    misleading in the light of the circumstances in which it was made.
    DATED at Toronto, Ontario this 27
    th
    day of April, 2012.
    BY ORDER OF THE BOARD OF DIRECTORS,
    (signed) "Robert Seitz"
    Robert Seitz, President - 23 -
    SCHEDULE “A”
    AUDIT COMMITTEE CHARTER
    1 PURPOSE
    The overall purpose of the Audit Committee (the “Committee”) of HY Lake Gold Inc. (the
    “Corporation”) is to monitor the Corporation’s system of internal financial controls, to evaluate and report
    on the integrity of the financial statements of the Corporation, to enhance the independence of the
    Corporation’s external auditor and to oversee the financial reporting process of the Corporation.
    2 COMPOSITION, PROCEDURES AND ORGANIZATION
    2.1 The Committee shall consist of at least two members (each a “Member”) of the board of directors
    of the Corporation (the “Board”), the majority of whom shall not be employees, Control Persons
    or officers of the Issuer or any of it Associates or Affiliates (as such terms are defined in the TSX
    Venture Exchange Corporate Finance Manual (the “TSXV Manual”)), as amended from time to
    time.
    2.2 At least 25% of the members of the Committee (the “Members”) shall be resident Canadians.
    2.3 At least one Member shall be “independent” and “financially literate” as such terms are defined
    under the Securities Act (Ontario) and rules and policies promulgated thereunder, as such
    requirements may be amended from time to time. For reference, the terms “independent” and
    “financially literate” are set out in “Multilateral Instrument 52-110 Audit Committees.”
    2.4 The Board, at its organizational meeting held in conjunction with each annual meeting of
    shareholders, shall appoint the members of the Committee to hold such office for the ensuing year
    or until their resignations or their successors are duly elected. The Board may at any time remove
    or replace any member of the Committee and may fill any vacancy in the Committee. Any
    member of the Committee ceasing to be a director shall cease to be a member of the Committee.
    2.5 Unless the Board shall have appointed a chair of the Committee, the members of the Committee
    shall elect a chair from amongst their number. The chair shall be an “unrelated” director and shall
    not have a second, or casting, vote.
    2.6 Complaints received by the Corporation regarding accounting, internal accounting controls or
    auditing matters shall be directed to the chair of the Committee. Once received, the chair will then
    review them and, if appropriate, seek advice from the Corporation’s legal counsel and/or the
    external auditors. The chair will then present such complaints to the Committee for discussion in
    order to determine a course of action. If appropriate, the chair will then notify management of the
    Corporation to discuss a resolution of such complaints.
    2.7 The Corporation, with the assistance of the Committee, shall provide in the Corporation’s
    employee handbook, if any, a policy to enable employees to submit to the chair of the Committee,
    on a confidential and anonymous basis, concerns regarding questionable accounting or auditing
    matters or shall otherwise make known to employees that concerns can be submitted to the chair
    of the Committee or such basis. - 24 -
    2.8 Meetings shall be held in accordance with the procedural rules outlined in the “Rules Governing
    Procedure of the Audit Committee.” In addition, meetings of the Committee shall be conducted as
    follows:
    (a) the Committee shall meet at least four times annually or more frequently as
    circumstances dictate and at such times and at such locations as the chair of the
    Committee shall determine;
    (b) as part of its job to foster open communication, the Committee should meet at least
    annually with management and the external auditor separately to discuss any matters that
    the Committee or either of these groups believe should be discussed privately;
    (c) the external auditor or any member of the Committee may call a meeting of the
    Committee;
    (d) the external auditor and management employees shall, when required by the Committee,
    attend any meeting of the Committee; and
    (e) the Committee may require any attendee at a meeting who is not an “unrelated” director
    to excuse himself or herself from any meeting.
    2.9 The external auditor may communicate directly with the chair of the Committee and may meet
    separately with the Committee. The Committee, through its chair, may contact directly any
    employee in the Corporation as it deems necessary, and any employee may bring before the
    Committee any matter involving questionable, illegal or improper practices or transactions.
    2.10 Compensation to members of the Committee shall be limited to directors’ fees, either in the form
    of cash or equity, and members shall not accept consulting, advisory or other compensatory fees
    from the Corporation (other than as members of the Board and/or Board committees).
    2.11 The Committee is authorized, at the Corporation’s expense, to retain independent counsel and
    other advisors as it determines necessary to carry out its duties.
    3 DUTIES
    3.1 The overall duties of the Committee shall be to:
    (a) assist the Board in the discharge of its duties relating to the Corporation’s accounting
    policies and practices, reporting practices and internal controls;
    (b) establish and maintain a direct line of communication with the Corporation’s external
    auditor and assess their performance;
    (c) oversee the work of the external auditor, which shall be responsible to report directly to
    the Committee, including resolution of disagreements between management and the
    auditor regarding financial reporting;
    (d) ensure that management of the Corporation has designed, implemented and is
    maintaining an effective system of internal controls and disclosure controls and
    procedures; - 25 -
    (e) monitor the credibility and objectivity of the Corporation’s financial reports;
    (f) report regularly to the Board on the fulfillment of the Committee’s duties;
    (g) assist, with the assistance of the Corporation’s legal counsel, the Board in the discharge
    of its duties relating to the Corporation’s compliance with legal and regulatory
    requirements; and
    (h) assist the Board in the discharge of its duties relating to risk assessment and risk
    management.
    3.2 The duties of the Committee as they relate to the external auditor shall be to:
    (a) review management’s recommendations for the appointment of external auditor, and in
    particular its qualifications and independence, and to recommend to the Board a firm of
    external auditors to be engaged;
    (b) review the performance of the external auditor and make recommendations to the Board
    regarding the appointment or termination of the external auditor;
    (c) review, where there is to be a change of external auditor, all issues related to the change,
    including the information to be included in the notice of change of auditor called for
    under National Instrument 51-102 or any successor legislation, and the planned steps for
    an orderly transition;
    (d) review all reportable events, including disagreements, unresolved issues and
    consultations, as defined in National Instrument 51-102 or any successor legislation, on a
    routine basis, whether or not there is to be a change of external auditor;
    (e) review and approve, in advance, the engagement letters of the external auditor, both for
    audit and permissible non-audit services, including the fees to be paid for such services;
    (f) review the performance, including the fee, scope and timing of the audit and other related
    services and any non-audit services provided by the external auditor; and
    (g) review the nature of and fees for any non-audit services performed for the Corporation by
    the external auditor and consider whether the nature and extent of such services could
    detract from the firm’s independence in carrying out the audit function.
    3.3 The duties of the Committee as they relate to audits and financial reporting shall be to:
    (a) review the audit plan with the external auditor and management;
    (b) review with the external auditor and management all critical accounting policies and
    practices of the Corporation, including any proposed changes in accounting policies, the
    presentation of the impact of significant risks and uncertainties, all material alternative
    accounting treatments that the external auditor has discussed with management, other
    material written communications between the external auditor and management, and key
    estimates and judgments of management that may in any such case be material to
    financial reporting; - 26 -
    (c) review the contents of the audit report;
    (d) question the external auditor and management regarding significant financial reporting
    issues discussed during the fiscal period and the method of resolution;
    (e) review the scope and quality of the audit work performed;
    (f) review the adequacy of the Corporation’s financial and auditing personnel;
    (g) review the co-operation received by the external auditor from the Corporation’s
    personnel during the audit, any problems encountered by the external auditor and any
    restrictions on the external auditor’s work;
    (h) review the internal resources used;
    (i) review the evaluation of internal controls by the internal auditor (or persons performing
    the internal audit function) and the external auditor, together with management’s
    response to the recommendations, including subsequent follow-up of any identified
    weaknesses;
    (j) review the appointments of the chief financial officer, internal auditor (or persons
    performing the internal audit function) and any key financial executives involved in the
    financial reporting process;
    (k) review with management and the external auditor and approve the Corporation’s annual
    audited financial statements in conjunction with the report of the external auditor thereon,
    and obtain an explanation from management of all significant variances between
    comparative reporting periods before release to the public;
    (l) review with management and the external auditor and approve the Corporation’s interim
    unaudited financial statements, and obtain an explanation from management of all
    significant variances between comparative reporting periods before release to the public;
    and
    (m) review the terms of reference for an internal auditor or internal audit function.
    3.4 The duties of the Committee as they relate to accounting and disclosure policies and practices
    shall be to:
    (a) review the effect of regulatory and accounting initiatives and changes to accounting
    principles of the Canadian Institute of Chartered Accountants which would have a
    significant impact on the Corporation’s financial reporting as reported to the Committee
    by management and the external auditor;
    (b) review the appropriateness of the accounting policies used in the preparation of the
    Corporation’s financial statements and consider recommendations for any material
    change to such policies;
    (c) review the status of material contingent liabilities as reported to the Committee by
    management; - 27 -
    (d) review the status of income tax returns and potentially significant tax problems as
    reported to the Committee by management;
    (e) review any errors or omissions in the current or prior years’ financial statements;
    (f) review and approve before their release all public disclosure documents containing
    audited or unaudited financial information, including all press releases, prospectuses,
    annual reports to share holders, annual information forms and management’s discussion
    and analysis; and
    (g) oversee and review all financial information and earnings guidance provided to analysts.
    3.5 The other duties of the Committee shall include:
    (a) reviewing and reassessing, at least annually, the adequacy of this Charter and making
    recommendations to the Board, as conditions dictate, to update this Charter;
    (b) reviewing any inquiries, investigations or audits of a financial nature by governmental,
    regulatory or taxing authorities;
    (c) formulating a policy restricting the Corporation from hiring employees or former
    employees of the Corporation’s external auditor without the prior approval of the
    Committee;
    (d) reviewing annual operating and capital budgets;
    (e) reviewing the funding and administration of the Corporation’s compensation and pension
    plans;
    (f) reviewing and reporting to the Board on difficulties and problems with regulatory
    agencies which are likely to have a significant financial impact;
    (g) inquiring of management and the external auditor as to any activities that may be or may
    appear to be illegal or unethical; and
    (h) any other questions or matters referred to it by the Board. - 28 -
    SCHEDULE “B”
    NAME CHANGE RESOLUTION
    RESOLVED AS A SPECIAL RESOLUTION THAT:
    1. Hy Lake Gold Inc. (the “Corporation”) is hereby authorized to file articles of amendment with
    the Ontario Ministry of Government and Consumer Services to amend the articles of the
    Corporation to change the name of the Corporation to “West Red Lake Gold Mines Inc.” or such
    other name as may be acceptable to the directors of the Corporation and applicable regulatory
    authorities;
    2. any one director or officer of the Corporation be and they are hereby authorized, for and on behalf
    of the Corporation, to execute and deliver articles of amendment, in duplicate, to the Director
    under the Business Corporations Act (Ontario) and all documents and instruments and take such
    other actions as such director or officer may determine to be necessary or desirable to implement
    this special resolution and the matters authorized hereby, such determination to be conclusively
    evidenced by the execution and delivery of any such documents or instruments and the taking of
    any such actions; and
    3. notwithstanding that this special resolution has been duly passed by shareholders of the
    Corporation, the directors are hereby authorized in their sole discretion to revoke this special
    resolution before it is acted on without further approval of the shareholders.
    Avatar
    Lummer-007
    schrieb am 09.05.12 09:49:25
    Beitrag Nr. 11.962 (43.139.682)
    Ein link hätt`s auch getan.....
    Avatar
    EURO2004
    schrieb am 09.05.12 11:09:20
    Beitrag Nr. 11.963 (43.140.128)
    Avatar
    ono1fz
    schrieb am 09.05.12 16:22:44
    Beitrag Nr. 11.964 (43.141.954)
    !
    Dieser Beitrag wurde von MODernist moderiert.
    Avatar
    steand
    schrieb am 09.05.12 17:20:01
    Beitrag Nr. 11.965 (43.142.353)
    Hat noch jemand außer mir Post vom MOD bekommen?
    Gerne auch per BM.
    Avatar
    Paphos
    schrieb am 10.05.12 10:01:29
    Beitrag Nr. 11.966 (43.145.431)
    !
    Dieser Beitrag wurde von CaveModem moderiert. Grund: Persönliche Streitigkeit
    Avatar
    Paphos
    schrieb am 10.05.12 10:02:34
    Beitrag Nr. 11.967 (43.145.436)
    !
    Dieser Beitrag wurde von CaveModem moderiert. Grund: Unsachlich und beleidigend
    Avatar
    ono1fz
    schrieb am 10.05.12 16:50:23
    Beitrag Nr. 11.968 (43.148.085)
    !
    Dieser Beitrag wurde von CaveModem moderiert. Grund: Korrespondierendes Posting wurde entfernt
    Avatar
    paternoster_ariva
    schrieb am 10.05.12 17:03:24
    Beitrag Nr. 11.969 (43.148.154)
    !
    Dieser Beitrag wurde von CaveModem moderiert. Grund: Korrespondierendes Posting wurde entfernt
    Avatar
    steand
    schrieb am 10.05.12 19:36:44
    Beitrag Nr. 11.970 (43.148.947)
    !
    Dieser Beitrag wurde von CloudMOD moderiert. Grund: themenfremder Inhalt




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