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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 13.05.14 21:58:21 von
dr-miraculix
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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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