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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
Proxy Statement Pursuant To Section 14(a)
Of The Securities Exchange Act Of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, Use of the Commission Only (as permitted by Rule 14a-6(e)
(2))Proxy Statement
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Altair International INC.
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(Name of Registrant as Specified in its Charter)
----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction: 5) Total fee
paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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================================================================================
<PAGE>
ALTAIR INTERNATIONAL INC.
1725 Sheridan Avenue, Suite 140
Cody, Wyoming 82414
U.S.A.
MANAGEMENT INFORMATION CIRCULAR
AND PROXY STATEMENT
Solicitation of Proxies
- -----------------------
THIS MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT (THE
"INFORMATION CIRCULAR") IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE
MANAGEMENT OF ALTAIR INTERNATIONAL INC. (THE "CORPORATION") OF PROXIES TO BE
USED AT THE ANNUAL MEETING OF SHAREHOLDERS OF THE CORPORATION TO BE HELD AT THE
TIME AND PLACE AND FOR THE PURPOSES SET FORTH IN THE ENCLOSED NOTICE OF MEETING
(THE "MEETING"). This Information Circular, the notice of Meeting attached
hereto, the accompanying form of proxy and the annual report to shareholders of
the Corporation for the year ended December 31, 1998 are first being mailed to
the shareholders of the Corporation on or about May 10, 1999. It is expected
that the solicitation will be primarily by mail, but proxies may also be
solicited personally or by telephone by regular employees of the Corporation
without additional compensation therefor. The cost of solicitation by management
will be borne directly by the Corporation. Arrangements will be made with
brokerage firms and other custodians, nominees and fiduciaries for the
forwarding of solicitation materials to the beneficial owners of the common
shares of the Corporation ("Common Shares") held by such persons, and the
Corporation will reimburse such brokerage firms, custodians, nominees and
fiduciaries for the reasonable out-of-pocket expenses incurred by them in
connection therewith.
Appointment and Revocation of Proxies
- -------------------------------------
The persons named in the enclosed form of proxy are officers of the
Corporation. A SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON TO REPRESENT
HIM AT THE MEETING MAY DO SO either by inserting such person's name in the blank
space provided in that form of proxy or by completing another proper form of
proxy and, in either case, depositing the completed proxy at the office of the
transfer agent indicated on the enclosed envelope not later than 48 hours
(excluding Saturdays and holidays) before the time of holding the Meeting, or
delivered to the chairman on the day of the Meeting or adjournment thereof.
A proxy given pursuant to this solicitation may be revoked by
instrument in writing, including another proxy bearing a later date, executed by
the shareholder or by his attorney authorized in writing, and deposited either
at the registered office of the Corporation at any time up to and including the
last business day preceding the day of the Meeting, or any adjournment thereof,
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<PAGE>
at which the proxy is to be used, or with the chairman of such Meeting on the
day of the Meeting, or adjournment thereof, or in any other manner permitted by
law.
Shareholders are not entitled to any dissenter's rights of appraisal
with respect to any matter currently anticipated to be acted upon at the
meeting. The exercise of a proxy does not constitute a written objection for the
purposes of subsection 185(6) of the Business Corporations Act (Ontario).
Voting of Proxies
- -----------------
Shares represented by properly executed proxies in favour of persons
designated in the printed portion of the enclosed form of proxy WILL BE VOTED IN
RESPECT OF THE ELECTION OF DIRECTORS AND THE APPOINTMENT OF AUDITORS AND THE
REMUNERATION OF AUDITORS AS STATED UNDER THOSE HEADINGS IN THIS INFORMATION
CIRCULAR OR WITHHELD FROM VOTING OR VOTED AGAINST IF SO INDICATED ON THE FORM OF
PROXY. The enclosed form of proxy confers discretionary authority upon the
persons named therein with respect to amendments or variations to matters
identified in the notice of Meeting, or other matters which may properly come
before the Meeting. At the time of printing this Information Circular,
management of the Corporation knows of no such amendments, variations or other
matters to come before the Meeting.
Voting Securities
- -----------------
The authorized capital of the Corporation consists of an unlimited
number of Common Shares. As of May 5, 1999, the Corporation has issued and
outstanding 15,424,915 Common Shares.
The Corporation shall make a list of all persons who are registered
holders of Common Shares on May 5, 1999 (the "Record Date") and the number of
Common Shares registered in the name of each person on that date. Each
shareholder is entitled to one vote for each Common Share registered in his name
as it appears on the list except to the extent that such shareholder has
transferred any of his shares after the Record Date and the transferee of those
shares produces properly endorsed share certificates or otherwise establishes
that he owns the shares and demands, not later than ten days before the Meeting,
that his name be included in the list. In such case the transferee is entitled
to vote his shares at the Meeting.
Two persons present in person and each entitled to vote at a meeting of
shareholders is required for a quorum. An abstention will be counted as
"represented" for the purpose of determining the presence or absence of a
quorum. A broker non-vote, which is an indication by a broker that it does not
have discretionary authority to vote on a particular matter, will not be treated
as "represented" for quorum purposes. Under the Business Corporations Act
(Ontario), once a quorum is established, shareholder approval with respect to a
particular resolution is generally obtained when the votes cast in favour of the
proposal exceed the votes cast against such proposal.
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<PAGE>
Accordingly, abstentions and broker non-votes will not have the effect of being
considered as votes cast against any matter considered at the Meeting.
In connection with the election of directors, the four nominees
receiving the highest number of votes will be elected. In order to approve the
proposal in respect of the appointment of independent auditors and any other
matters presented to shareholders at the Meeting, the votes cast in favour must
exceed the votes cast against.
Exchange Rate Information
- -------------------------
Except as otherwise indicated, all dollar amounts herein are expressed
in Canadian dollars. The following exchange rates represent the noon buying rate
in New York City for cable transfers in Canadian dollars (CDN.$), as certified
for customs purposes by the Federal Reserve Bank of New York. The following
table sets forth, for each of the years indicated, the period end exchange rate,
the average rate (i.e. the average of the exchange rates on the last day of each
month during the period), and the high and low exchange rates of the U.S. Dollar
(U.S.$) in exchange for the Canadian Dollar (CDN.$) for the years indicated
below, based on the noon buying rates.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Year Ended December 31,
- ----------------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------
(Canadian dollar per U.S. dollar)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
High 1.5770 1.4398 1.3822 1.4238 1.4078
- ----------------------------------------------------------------------------------------------------------
Low 1.4075 1.3392 1.3310 1.3285 1.3103
- ----------------------------------------------------------------------------------------------------------
Average 1.4894 1.3849 1.3638 1.3725 1.3664
- ----------------------------------------------------------------------------------------------------------
Year End 1.5375 1.4288 1.3697 1.3655 1.4030
- ----------------------------------------------------------------------------------------------------------
</TABLE>
Security Ownership of Certain Beneficial Owners and Management
- --------------------------------------------------------------
Set forth below is information with respect to beneficial ownership of
Common Shares as of April 15, 1999 by persons known to the Corporation to own
more than 5% of the outstanding Common Shares, each of the Corporation's current
executive officers and directors, and by all current officers and directors of
the Corporation as a group. Unless otherwise indicated, each of the shareholders
named in the table has sole voting and investment power with respect to the
Common Shares identified as beneficially owned. The Corporation is not aware of
any arrangements, the operation of which may at a subsequent date result in a
change in control of the Corporation.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Name and Address of Amount and Nature of Percentage
Title of Class Beneficial Owner Beneficial Ownership(1) of Class(2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common William P. Long 2,151,529(3) 13.6%
57 Sunset Rim
Cody, Wyoming 82414
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</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
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Name and Address of Amount and Nature of Percentage
Title of Class Beneficial Owner Beneficial Ownership(1) of Class(2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common C. Patrick Costin 1,083,333(4) 6.9%
1850 Aquila Avenue
Reno, Nevada 89509
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Common John W. Parsons 225,100(5) 1.4%
6046 Plumas Street, Apt. C
Reno, Nevada 89509
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Common James I. Golla 45,000(6) *
829 Terlin Boulevard
Mississauga, Ontario L5H 1T1
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Common George Hartman 35,000(7) *
Suite 1201-750 W. Pender Street
Vancouver, B.C. V6C 2T8
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Common Robert Sheldon 35,000(8) *
3475 Mathers Avenue
West Vancouver, British Columbia
V7V 2K8
- -----------------------------------------------------------------------------------------------------------------------
Common All Directors and Officers as a Group 3,574,962(9) 21.8%
(6 persons)
</TABLE>
* Represents less than 1% of the outstanding Common Shares.
(1) Includes all Common Shares issuable pursuant to the exercise or
conversion of options and warrants that are exercisable within 60 days.
(2) Based on 15,424,915 Common Shares outstanding as of April 15, 1999.
Common Shares underlying options or other convertible securities are
deemed to be outstanding for purposes of calculating the percentage
ownership of the owner of such securities, but not for purposes of
calculating any other person's percentage ownership.
(3) Includes 46,000 Common Shares held by Dr. Long's daughter, 47,500
Common Shares held by Dr. Long's minor son, and 162,500 Common Shares
held by the MBRT Trust, an irrevocable trust for the benefit of the
minor children of Dr. Long. Dr. Long disclaims any beneficial interest
in such 256,000 Common Shares. Also includes 350,000 Common Shares
subject to presently exercisable options granted to Dr. Long pursuant
to the 1996 Altair International Inc. Stock Option Plan (the "1996
Plan") and 50,000 Common Shares subject to presently exercisable
options granted to Dr. Long pursuant to the 1998 Altair International
Inc. Stock Option Plan (the "1998 Plan").
(4) Includes 216,666 Common Shares held in escrow which are to be released
on June 1, 1999. Mr. Costin is entitled to exercise all voting rights
applicable to the escrowed Common Shares. Also includes 225,000 Common
Shares subject to presently exercisable options granted to Mr. Costin
pursuant to the 1996 Plan and 50,000 Common Shares subject to presently
exercisable options granted to Mr. Costin pursuant to the 1998 Plan.
(5) Includes 200,000 Common Shares subject to presently exercisable options
granted to Mr. Parsons pursuant to the 1998 Plan.
(6) Includes 35,000 Common Shares subject to presently exercisable options
granted to Mr. Golla pursuant to the 1996 Plan and 10,000 Common Shares
subject to presently exercisable options granted to Mr. Golla pursuant
to the 1998 Plan.
(7) Includes 25,000 Common Shares subject to presently exercisable options
granted to Mr. Hartman pursuant to the 1996 Plan and 10,000 Common
Shares subject to presently exercisable options granted to Mr. Hartman
pursuant to the 1998 Plan.
(8) Includes 25,000 Common Shares subject to presently exercisable options
granted to Mr. Sheldon pursuant to the 1996 Plan and 10,000 Common
Shares subject to presently exercisable options granted to Mr. Sheldon
pursuant to the 1998 Plan.
(9) Includes 660,000 Common Shares subject to presently exercisable options
granted to officers and directors pursuant to the 1996 Plan and 330,000
Common Shares subject to presently exercisable options granted to
officers and directors pursuant to the 1998 Plan.
-4-
<PAGE>
Executive Compensation
- ----------------------
(a) Compensation of Officers
The following table, presented in accordance with Regulation 14A
promulgated under the United States Securities Exchange Act of 1934, as amended
(the "Exchange Act"), sets forth all annual and long-term compensation for
services rendered in all capacities to the Corporation for the fiscal years
ended December 31, 1998, December 31, 1997 and December 31, 1996 in respect of
William P. Long who was, at December 31, 1998, the President of the Corporation.
The Corporation had no other executive officer whose total salary and bonuses
during the fiscal year ended December 31, 1998 exceeded U.S. $100,000.
<TABLE>
Summary Compensation Table
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Name and Title Fiscal Annual Compensation (1) Long Term Compensation All Other
Year --------------------------------------------------------------------------- Compensation
Ended ($)
Dec. 31,
- ------------------------------------------------------------------------------------------------------------------------------------
Restricted
Shares or Securities
Restricted Under
AnnShare Options LTIP
Salary (2) Bonus (2) Compensation Units Granted (3) Payouts
(U.S. $) (U.S.$) (U.S.$) (#) (#) ($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William P. Long, 1998 91,200 9,120 Nil Nil 50,000(3) Nil Nil
President
and Director 1997 91,200 9,120 Nil Nil 100,000(4) Nil Nil
1996 90,000 9,120 Nil Nil 250,000(4) Nil Nil
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) All compensation paid is stated in United States dollars.
(2) Bonus and salary amounts reflect amounts accrued and payable to Dr.
Long for each fiscal year in accordance with the terms of his
employment agreement with the Corporation. See "Executive Compensation
- Employment Contracts". Amounts actually paid to Dr. Long in fiscal
years 1998, 1997 and 1996 were U.S. $235,232, U.S. $75,600 and U.S.
$60,000 respectively. During 1998, the Corporation paid Dr. Long U.S.
$144,032 in addition to his salary of U.S. $91,200. This amount
represents salary, bonus and interest on such amounts (calculated at
10% per annum) which were accrued and unpaid in previous years.
(3) Options to purchase Common Shares granted pursuant to the 1998 Plan.
(4) Options to purchase Common Shares granted pursuant to the 1996 Plan.
(b) Option Grants in 1998
The following table provides details with respect to stock options
granted to Dr. Long during the year ended December 31, 1998:
-5-
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
% of Total Market Potential Realizable Value
Options Value of at Assumed Annual Rates
Granted to Securities of Share Price Appreciation
Employees Underlying for Option Term
Securities in Options on ------------------------------
Under Financial Exercise the Date of
Options Year Price/Share Grant Expiration 5% 10%
Name Granted (#) (U.S. $) (U.S. $) Date (U.S. $) (U.S. $)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
William 50,000(1) 4.5% 7.15 7.125 August 13, 98,771 218,257
P. Long, 2003
President and
Director
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents options granted on August 13, 1998.
(c) Aggregated Option Exercises and Year-end Option Values
The following table provides information regarding options held by Dr.
Long as at December 31, 1998 and options exercised by Dr. Long during the year
ended December 31, 1998:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Name Securities Aggregate Unexercised Options at Value of Unexercised
Acquired Value December 31, 1998 In-the-money Options at
on Realized December 31, 1998
Exercise ------------------------------------------------------------------------
(#)
Exercisable Unexercisable Exercisable Unexercisable
(#) (#)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
William P. Long, Nil Nil 250,000 Nil CDN $1,595,156(1) N/A
President and 100,000 Nil CDN $13,376(1) N/A
Director 50,000 Nil Nil N/A
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on the closing price of the Common Shares on the NASDAQ on
December 31, 1998, of U.S. $6.75, converted to Cdn. $ at U.S. $.6504 =
Cdn. $1.00.
(d) Compensation of Directors
Directors who are not officers of the Corporation are not currently
paid any fees for their services as directors. Directors who are not officers
are entitled to receive compensation to the extent that they provide services to
the Corporation at rates that would be charged by such directors for such
services to arm's length parties. No such amounts were paid to directors during
the year ended December 31, 1998 other than amounts paid to Dr. Long set forth
herein.
Directors are also entitled to participate in the 1996 Plan and the
1998 Plan. As at April 15, 1999, the Corporation had outstanding options to
purchase 1,415,000 Common Shares under the 1996 Plan, 435,000 of which have been
granted to directors and options to purchase 690,000 Common Shares under the
1998 Plan, 80,000 of which have been granted to directors.
-6-
<PAGE>
(e) Employment Contracts
William P. Long, President of the Corporation, has entered into an
employment agreement with the Corporation dated January 1, 1998. The term of the
agreement commenced on January 1, 1998 and, unless earlier terminated, expires
on December 31, 2007. Pursuant to the agreement, Dr. Long is paid a salary of
U.S. $7,600 per month and an annual bonus, determined by the board of directors
of the Corporation, of not less than 10% of Dr. Long's annual compensation. In
the event the voting control of over 35% of the issued and outstanding Common
Shares is acquired by an individual or group (a "Change of Control") and the
agreement is terminated by the Corporation or Dr. Long within 180 days before
the Change of Control or at any time thereafter, Dr. Long is entitled to be
issued 200,000 Common Shares. Absent a Change of Control, if the agreement is
terminated for any reason except by Dr. Long, by mutual consent, by the
Corporation for cause, or at the end of the term, Dr. Long is entitled to be
issued 200,000 Common Shares.
C. Patrick Costin, a Vice President of the Corporation and the
President of Mineral Recovery Systems, Inc. and Fine Gold Recovery Systems, Inc.
("Fine Gold"), each a wholly-owned subsidiary of the Corporation, is employed by
Fine Gold pursuant to the terms of an employment agreement entered into August
15, 1994. The agreement expired by its terms on December 31, 1997, but has been
implicitly extended pending execution of a renewal employment agreement. The
agreement provides that Mr. Costin shall be paid a salary of at least U.S.
$7,500 per month and may be entitled to bonuses as determined by the board of
directors of Fine Gold.
John W. Parsons, Vice-President of Business Development of the
Corporation, is employed by the Corporation pursuant to an employment agreement
dated July 6, 1998. The term of the agreement commenced on July 6, 1998 and,
unless early terminated, expires on December 31, 2003. The agreement provides
that Mr. Parsons shall be paid a salary of U.S. $10,000 per month and may be
entitled to bonuses as determined by the board of directors of the Corporation.
The agreement also provides for the grant of 400,000 options to purchase Common
Shares to Mr. Parsons, with 200,000 of such options vesting on the date Mr.
Parsons became a full time employee of the Corporation, 100,000 vesting one year
thereafter, and 100,000 vesting on the second anniversary of Mr. Parsons'
commencement of full time employment with the Corporation. Mr. Parsons commenced
full time employment with the Corporation on July 6, 1998.
(f) Compensation Committee Interlocks and Insider Participation
The Corporation's executive compensation program is administered by the
board of directors of the Corporation as the Corporation does not have an
independent compensation committee. The board of directors of the Corporation
currently consists of William Long, Robert Sheldon, James Golla and George
Hartman. In addition to evaluating and approving employment contracts for key
employees throughout the year, the board of directors formally considered
compensation issues eight times during the 1998 fiscal year in connection with
the authorization of grants of options to purchase Common Shares. Dr. Long is
the President of the Corporation, and Mr. Golla is the Secretary of the
Corporation. None of the other directors is an officer or employee of the
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<PAGE>
Corporation. Although certain members of the board are executive officers, none
participates in the determination of his own salary or bonus.
(g) Compensation Committee Report
Notwithstanding anything to the contrary set forth in any of the
Corporation's previous filings under the United States Securities Act of 1933,
as amended (the "Securities Act"), or the Exchange Act, that incorporates by
reference, in whole or in part, subsequent filings including, without
limitation, this Information Circular and Proxy Statement, the Compensation
Committee Report and the Performance Graph set forth below shall not be deemed
to be incorporated by reference into any such filings.
As required by the proxy rules promulgated by the Securities and
Exchange Commission (the "SEC") and applicable Canadian securities laws, this
Compensation Committee Report describes the overall compensation goals and
policies applicable to the executive officers of the Corporation, including the
basis for determining the compensation of executive officers for the 1998 fiscal
year.
Compensation Objectives and Policies
In determining the amount and composition of compensation for the
Corporation's executive officers, the board of directors is guided by several
factors. Because the Corporation has very few employees, compensation practices
are flexible in response to the needs and talents of the individual officer,
entrepreneurial, and geared toward rewarding contributions that enhance
shareholder value. Because the Corporation has no significant revenues from
operations and needs capital for research and development, the Corporation keeps
salaries and bonuses at levels that the Corporation believes are lower than many
of the Corporation's competitors and compensates employees (including executive
officers) primarily in the form of stock options. The extensive use of stock
options is also designed to align the interest of the executive officers and
other employees with the long-term interests of the Corporation and to attract
and retain talented employees who can enhance the Corporation's value.
Compensation Components
Annual Base Salary. The Corporation's compensation of its executive
officers consists of three components: base salary, bonuses, and long-term
incentive awards in the form of stock options. The board establishes base
salaries based primarily on its subjective judgment, taking into consideration
both qualitative and quantitative factors. Among the factors considered by the
board are: (i) the qualifications and performance of each executive officer;
(ii) the performance of the Corporation as measured by such factors as progress
in product development and increased shareholder value; (iii) salaries provided
by other companies inside and outside the industry that are of a comparable size
and at a similar development stage, to the extent known; and (iv) the capital
position and needs of the Corporation. The board does not assign any specific
weights to these factors in determining salaries. It does, however, try to keep
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<PAGE>
base salaries as low as possible, consistent with the needs and status of the
executive officers, in order to preserve capital for future growth and
development.
Incentive Bonuses. The Corporation also compensates its executive
officers in the form of bonuses. Pursuant to the terms of an employment
agreement executed by the Corporation and the Corporation's President, William
P. Long, Dr. Long is entitled to receive a bonus, the amount of which is
determined by the board but in no event is less than ten percent of his annual
base salary. In addition, the Corporation may pay bonuses to other executive
officers or key employees in the future as a reward for significant and specific
achievements that have a significant impact on shareholder value. Because the
Corporation is a development stage corporation and does not have a history of
earnings per share, net income, or other conventional data to use as a benchmark
for determining the amount or existence of bonus awards, the board generally
makes such determinations based on its subjective evaluation of each
individual's contribution to the Corporation. In some cases, however, bonuses
payable to individuals may be tied to specific criteria identified at the time
of engagement. In the 1998 fiscal year, no executive officer received a bonus
except that received by Dr. Long, as described in greater detail below. The
board's action was based on its conclusion that, despite the superior personal
performance of the executive officers, no cash incentive bonuses other than the
bonus paid to Dr. Long should be awarded in the 1998 fiscal year due to the lack
of revenue during the 1998 fiscal year.
Stock Options. The Corporation relies extensively on stock options to
compensate executive officers and other key employees. The 1996 Plan and the1998
Plan are designed to give each option holder an interest in preserving and
maximizing shareholder value in the longer term, to reward option holders for
past performance and to give option holders the incentive to remain with the
Corporation long term. Individual grants are determined on the basis of the
board's assessment of an individual's current and expected future performance,
level of responsibilities, and the importance of his or her position with, and
contribution to, the Corporation. In the 1998 fiscal year, the board awarded
options to purchase 50,000 Common Shares to each of Dr. Long and C. Patrick
Costin, Vice President of the Corporation, options to purchase 400,000 Common
Shares to John W. Parsons, Vice-President of the Corporation, and options to
purchase 30,000 Common Shares to Mr. Golla, Secretary of the Corporation, among
other employees, in order to ensure that they have a continued interest in
setting strategies and making decisions that enhance shareholder value.
Chief Executive Compensation for 1998
Based on the board's subjective impression of the salaries of
presidents or chief executive officers of similarly situated development stage
companies (both in and outside the industry), the value of the Common Shares,
the Corporation's progress in finding a market niche and exploiting its assets,
and the board's subjective assessment of the contribution of Dr. Long, the board
of directors determined in April, 1998 to retain Dr. Long's base salary at U.S.
$7,600 per month and guarantee him a bonus equal to at least 10% of his annual
salary. Based on all of the aforementioned factors, but primarily the
Corporation's lack of significant revenue during the 1998 fiscal year, the board
determined to pay Dr. Long a bonus of U.S. $9,120 in respect of the 1998 fiscal
year, the minimum under his employment contract. The board determined to grant
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<PAGE>
Dr. Long 50,000 options during the year ended December 31, 1998 in order to
ensure that he has a continued interest to set strategies and make decisions
that enhance shareholder value.
The foregoing is submitted by the board of directors.
William P. Long
James Golla
Robert Sheldon
George Hartman
(h) Performance Graph
The following chart compares the total cumulative shareholder return
for U.S. $100 invested in the Common Shares with the total return of all shares
traded on the NASDAQ National Market and NASDAQ SmallCap Market (the "NASDAQ
Index"), the total return of the shares of all non-financial companies that
trade on the NASDAQ National Market and the NASDAQ SmallCap Market (the "NASDAQ
Non-Financial Index"), and the total return of shares included in the Standard &
Poor's Metals Mining Index (the "S&P Metals Mining Index"). In prior years, the
Corporation used the NASDAQ Non-Financial Index as its peer group for comparing
total returns. However, this index is increasingly influenced by high technology
and other industries that are dissimilar in nature to the Corporation's business
of developing mineral processing equipment and mineral properties. As a result,
the Corporation believes that the S&P Metals Mining Index, an index that
measures the performance of the metals mining sector of the Standard & Poor's
500 Index, is a more representative peer group with which to compare total
returns. The comparison is made for the period commencing on December 31, 1996,
the approximate date the Common Shares were first registered under the
Securities Exchange Act of 1934, as amended.
-10-
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Dec. 31, 1996 Dec. 31, 1997 Dec. 31, 1998
- --------------------------------------------------------------------------------
Altair International Inc. 100.00 180.00 82.00
- --------------------------------------------------------------------------------
NASDAQ Index 100.00 123.00 172.00
- --------------------------------------------------------------------------------
NASDAQ (Non-Financial) Index 100.00 117.00 172.00
- --------------------------------------------------------------------------------
S&P Metals Mining Index 100.00 66.00 46.00
- --------------------------------------------------------------------------------
(1) The Common Shares commenced trading on the NASDAQ Small Cap Market on
March 24, 1997. The Common Shares commenced trading on the NASDAQ
National Market on January 26, 1998. The Common Shares traded on the
Alberta Stock Exchange until April 23, 1998 when they were voluntarily
delisted.
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<PAGE>
Election of Directors
- ---------------------
The Articles of Incorporation of the Corporation, as amended, provide
that the board may consist of a minimum of three and a maximum of nine
directors, to be elected annually. Each director will hold office until the next
annual meeting or until his successor is duly elected unless his office is
earlier vacated in accordance with the By-laws of the Corporation. By special
resolution of the shareholders of the Corporation passed on June 27, 1988, the
directors have been empowered to set the size of the board of directors of the
Corporation. The Business Corporations Act (Ontario) provides that the directors
may not, between meetings of shareholders, appoint an additional director if,
after such appointment, the total number of directors would be greater than one
and one-third times the number of directors required to have been elected at the
last annual meeting of shareholders.
At the Meeting, shareholders of the Corporation will be asked to elect
four directors (the "Nominees"). The following table provides the names of the
Nominees and information concerning them. The persons in the enclosed form of
proxy intend to vote for the election of the Nominees. Management does not
contemplate that any of the Nominees will be unable to serve as a director. None
of the Nominees or current directors or officers was selected pursuant to any
arrangement or understanding between him and any other person.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Name & Municipality of Office Period of Service as a Number of Common Shares
Residence Director Beneficially Owned or Over
Which Control is Exercised(1)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
William Long President & Director Since 1988 2,151,529 (2)
Cody, Wyoming
- --------------------------------------------------------------------------------------------------------------------
James Golla Director & Secretary Since 1994 45,000 (3)
Mississauga, Ontario
- --------------------------------------------------------------------------------------------------------------------
George Hartman Director Since 1997 35,000 (4)
Lyons Bay, British Columbia
- --------------------------------------------------------------------------------------------------------------------
Robert Sheldon Director Since 1997 35,000 (5)
West Vancouver, British
Columbia
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The information as to Common Shares beneficially owned or over which
they exercise control or direction not being within the knowledge of
the Corporation has been furnished by the respective Nominees
individually. Includes all Common Shares issuable pursuant to the
exercise or conversion of options that are exercisable within 60 days.
(2) Includes 46,000 Common Shares held by Dr. Long's daughter, 47,500
Common Shares held by Dr. Long's minor son, and 162,500 Common Shares
held by the MBRT Trust, an irrevocable trust for the benefit of the
minor children of Dr. Long. Dr. Long disclaims any beneficial interest
in such 256,000 Common Shares. Also includes 350,000 Common Shares
subject to presently exercisable options granted to Dr. Long pursuant
to the 1996 Plan and 50,000 Common Shares subject to presently
exercisable options granted to Dr. Long pursuant to the 1998 Plan.
(3) Includes 35,000 Common Shares subject to presently exercisable options
granted to Mr. Golla pursuant to the 1996 Plan and 10,000 Common Shares
subject to presently exercisable options granted to Mr. Golla pursuant
to the 1998 Plan.
(4) Includes 25,000 Common Shares subject to presently exercisable options
granted to Mr. Hartman pursuant to the 1996 Plan and 10,000 Common
Shares subject to presently exercisable options granted to Mr. Hartman
pursuant to the 1998 Plan.
(5) Includes 25,000 Common Shares subject to presently exercisable options
granted to Mr. Sheldon pursuant to the 1996 Plan and 10,000 Common
Shares subject to presently exercisable options granted to Mr. Sheldon
pursuant to the 1998 Plan.
-12-
<PAGE>
IF ANY OF THE NOMINEES IS FOR ANY REASON UNAVAILABLE TO SERVE AS A
DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR ANOTHER NOMINEE IN
THEIR DISCRETION UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS
SHARES ARE TO BE WITHHELD FROM VOTING IN THE ELECTION OF DIRECTORS.
Set forth below is a description of each of the directors and executive
officers of the Corporation including their principal occupations for the past
five years:
Directors
William P. Long, 52, has been the President and a director of the
Corporation since 1988, and the Secretary and a director of Fine Gold since the
merger of TransMar Inc. ("TMI") with and into Fine Gold in February, 1996. Fine
Gold is a wholly-owned subsidiary of the Corporation. Dr. Long also served as
the Vice President of the wholly-owned subsidiary of the Corporation formerly
known as Mineral Recovery Systems, Inc. which was merged with and into Fine Gold
in June, 1996. Dr. Long has been an executive officer and director of Carlin
Gold Corporation (the name of which was changed to Mineral Recovery Systems,
Inc. ("MRS") following the Fine Gold merger), since its formation in April,
1987. From 1987 to 1988, Dr. Long was a mineral and energy consultant, providing
various services to clients in the mining and energy industries, including
arranging precious metal property acquisitions, supervising mineral evaluations,
and providing market analyses. From 1980 to 1986, Dr. Long served as the
Executive Vice President and Chief Financial Officer of Thermal Exploration
Corporation. From 1974 to 1980, Dr. Long was employed by Amax Exploration, Inc.
in various capacities, including Systems Engineer, Business Analyst and Business
Manager. Dr. Long is affiliated with the American Institute of Chemical
Engineers and the American Institute of Mining Engineers. He obtained a
bachelors degree in Chemical and Petroleum Refining Engineering and a Ph.D. in
Mineral Economics from the Colorado School of Mines in 1969 and 1974,
respectively.
James I. Golla, 66, was appointed Secretary of the Corporation in
November, 1996 and has been a director of the Corporation since February, 1994.
He also currently serves as a director of Blake River Explorations Ltd. and
Apogee Minerals Ltd. Mr. Golla was a journalist with the Globe and Mail,
Canada's national newspaper, from 1954 until his retirement early in 1997.
George E. Hartman, 49, was elected a director of the Corporation in
March, 1997. Since 1995, Mr. Hartman has served as President of Planvest Pacific
Financial Corp. ("Planvest Pacific"), a Vancouver-based financial planning firm
with over 250 representatives, 27,500 clients and $1 billion of assets under
management. Mr. Hartman is also on the board of directors of Planvest Capital
Corp., the parent of Planvest Pacific. In addition, Mr. Hartman continues to
serve as President of Hartman & Company, Inc., a firm founded by Mr. Hartman in
1991 which provides consulting services to the financial services industry. Mr.
Hartman is the author of Risk is a Four-Letter Word-The Asset Allocation
Approach to Investing, a Canadian best-seller published in 1992 and now in its
fifth printing, and host of a weekly personal finance radio program, "Money
Matters," aired on AM 1040 in Vancouver, British Columbia.
-13-
<PAGE>
Robert Sheldon, 76, has been a director of the Corporation since June,
1997. Since his retirement in 1988, Mr. Sheldon has performed consulting work
for several clients, including Newmont Exploration of Canada Limited. Mr.
Sheldon has served, and continues to serve, on the board of directors of several
companies in addition to the Corporation. Mr. Sheldon served as President of
Newmont Exploration of Canada Limited and Vice President of Newmont Mines
Limited from 1975 until 1988 when he retired. Mr. Sheldon was responsible for
mineral exploration, appraisals and development of mining properties throughout
Canada for Newmont Mining Corporation, a natural resource company with worldwide
operations. Mr. Sheldon obtained a bachelors degree in Geological Engineering
from the University of British Columbia in 1948. He is a member of the
Association of Professional Engineers of British Columbia, the American
Institute of Mining and Metallurgy, the Canadian Institute of Mining and
Metallurgy, the Society of Mining Engineers, the British Columbia and Yukon
Chamber of Mines (past president) and the Engineers Club, Vancouver, British
Columbia (past president).
Executive Officers
The executive officers of the Corporation are William Long, C. Patrick
Costin, John W. Parsons and James Golla. Certain information regarding Messrs.
Long and Golla is set forth above under "Election of Directors - Directors"
Certain information regarding Mr. Costin and Mr. Parsons follows.
C. Patrick Costin, 56, was appointed a Vice President and Principal
Financial Officer of the Corporation in June, 1996, and also currently serves as
the President and a director of Fine Gold and MRS. Mr. Costin also served as the
President of the wholly-owned subsidiary of the Corporation formerly known as
Mineral Recovery Systems, Inc. from March 1995 until its merger with and into
Fine Gold in June 1996. Mr. Costin is the chief executive officer of Costin and
Associates, a minerals consulting organization founded by Mr. Costin in 1992
which specializes in identification and evaluation of North American mine and
mineral deposit acquisition opportunities. From 1982 to 1992, Mr. Costin served
as the manager of U.S. exploration for Rio Algom Ltd. Mr. Costin's additional
experience in the mining and minerals industry includes Senior Mineral Economist
for the Stanford Research Institute from 1977 to 1982, Senior Geologist for
Chevron Resources from 1975 to 1976, Senior Geologist for Newmont Mining
Corporation of Canada from 1967 to 1975, and Geologist for United Keno Hill
Mines Ltd. from 1965 to 1967. Mr. Costin obtained a bachelors degree in
Geological Engineering and a masters degree in Minerals Economics from the
Colorado School of Mines in 1965 and 1975, respectively.
John W. Parsons, 37, was appointed Vice-President of Business
Development of the Corporation in July, 1998 and was elected a director of Fine
Gold in April, 1998. Mr. Parsons served as manager of Business Development for
Startec, Inc. ("Startec") from 1997 through July, 1998, helping commercialize
Startec's coal briquetting technology. From 1993 to 1997, he provided consulting
services to various start-up and early-stage companies through his consulting
firm, Genesis Advisors, LLC. Mr. Parsons has also managed a water treatment
-14-
<PAGE>
equipment manufacturing and service company and founded a specialty food
processing company. Prior to that, he was a consultant for Ernst & Young and
held various manufacturing and engineering positions at General Electric
Company. Mr. Parsons obtained a bachelors degree in mechanical engineering from
the Georgia Institute of Technology in 1983 and an MBA degree from the Darden
Graduate School of Business Administration at the University of Virginia in
1989.
Compliance with Section 16(a) of the United States Exchange Act
- ---------------------------------------------------------------
Section 16(a) of the Exchange Act requires the Corporation's officers
and directors to file reports concerning their ownership of Common Shares with
the SEC and to furnish the Corporation with copies of such reports. Based solely
upon the Corporation's review of the reports required by Section 16 and
amendments thereto furnished to the Corporation, the Corporation believes that
the following reports were not filed with the SEC on a timely basis. C. Patrick
Costin (Vice-President), George Hartman (director), and Robert Sheldon
(director) were each required to file a Form 5 on February 16, 1999 with respect
to one transaction. James Golla (Secretary and director) was required to file a
Form 5 on February 16, 1999 with respect to eight transactions. The Corporation
believes that each such Form 5 was received by the SEC on March 15, 1999. In
addition, the Corporation believes that, on March 15, 1999, the SEC received an
amendment to the Form 3 filed by George Hartman to correct the expiration date
of the options reported on a Form 3 filed on March 10, 1997.
Appointment of Auditors
- -----------------------
Unless such authority is withheld, the persons named in the
accompanying proxy intend to vote for the appointment of McGovern, Hurley,
Cunningham, Chartered Accountants (the "Principal Accountants"), as auditors of
the Corporation for the 1999 fiscal year, and to authorize the directors to fix
their remuneration. The Principal Accountants will be present at the Meeting and
will have the opportunity to make a statement if they so desire and are expected
to be available to respond to appropriate questions.
Audit Committee, Nominating Committee and Meetings of Directors
- ---------------------------------------------------------------
The Corporation is required to have an audit committee, the function of
which is to recommend the Corporation's independent auditors and to review the
Corporation's accounting practices, controls and all services performed by the
independent auditors. The audit committee, which was comprised of James Golla,
George Hartman and Robert Sheldon, did not meet during the fiscal year ended
December 31, 1998, but did review the Corporation's financial statements and
approve such financial statements via unanimous consent resolution. If elected
as directors by the shareholders at the Meeting, the following directors will be
appointed members of the Corporation's audit committee:
-15-
<PAGE>
James Golla
George Hartman
Robert Sheldon
During the fiscal year ended December 31, 1998, the board of directors
held two meetings, one of which was attended by all of the directors and the
second of which was attended by William Long, James Golla and Robert Sheldon.
George Hartman, who was not in attendance at one of the meetings, consented in
writing to the transaction of business at the meeting. In addition, the board of
directors considered and acted on various matters throughout the year by
executing twelve consent resolutions by unanimous written consent. The
Corporation does not maintain a standing nominating committee of the board of
directors.
Certain Relationships and Related Transactions
- ----------------------------------------------
Included in accounts payable and accrued liabilities of the Corporation
for fiscal year 1997 is U.S. $142,816 owing to William P. Long, the President of
the Corporation. Such amount represents accrued salary and bonuses payable to
Dr. Long which was paid during the fiscal year 1998. See "Executive Compensation
Compensation of Officers".
Indebtedness of Officers and Directors to the Corporation
- ---------------------------------------------------------
No officer or director of the Corporation was indebted to the
Corporation, as at December 31, 1998 or as at the date of this Information
Circular.
Certain Information Regarding Outstanding Options
- -------------------------------------------------
Certain information regarding outstanding unexercised options issued
pursuant to the existing 1996 Plan as at April 15, 1999 is summarized below:
<TABLE>
<CAPTION>
Market Value of
Date All Number of Underlying
Options May Options Common Shares as
Exercise Date of First Be Expiry Unexercised of May 3, 1999(1)
Name Price Grant Exercised Date Outstanding (U.S.$)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
C. Patrick Costin CDN. $3.70 3/7/96 3/7/96 3/7/01 125,000 418,125
Vice President
- ---------------------------------------------------------------------------------------------------------------
William Long, President CDN. $4.00 5/27/96 5/27/97 5/27/01 250,000 787,500
and Director
- ---------------------------------------------------------------------------------------------------------------
Robert Brandon Harrison CDN. $4.20 7/29/96 7/29/96 7/29/01 75,000 226,500
- ---------------------------------------------------------------------------------------------------------------
James Golla CDN. $8.40 11/6/96 11/6/96 11/6/01 15,000 4,350
Secretary and Director
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
-16-
<PAGE>
<TABLE>
<CAPTION>
Market Value of
Date All Number of Underlying
Options May Options Common Shares as
Exercise Date of First Be Expiry Unexercised of May 3, 1999(1)
Name Price Grant Exercised Date Outstanding (U.S.$)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George Hartman, Director CDN. $12.35 3/10/97 3/10/97 3/10/02 25,000 Nil
- ---------------------------------------------------------------------------------------------------------------
William Long, President CDN. $10.25 5/14/97 5/14/97 5/14/02 100,000 Nil
and Director
- ---------------------------------------------------------------------------------------------------------------
C. Patrick Costin, CDN. $10.25 5/14/97 5/14/97 5/14/02 100,000 Nil
Vice President
- ---------------------------------------------------------------------------------------------------------------
Robert Sheldon, CDN. $9.30 6/3/97 6/3/97 6/3/02 25,000 Nil
Director
- ---------------------------------------------------------------------------------------------------------------
Ed Dickinson CDN. $10.82 8/26/97 8/26/97 8/26/02 150,000 Nil
- ---------------------------------------------------------------------------------------------------------------
David Lloyd U.S. $8.375 5/6/98 12/22/00 12/22/02 60,000 Nil
- ---------------------------------------------------------------------------------------------------------------
Tracy LaFollette U.S. $8.375 5/6/98 12/22/00 12/22/02 20,000 Nil
- ---------------------------------------------------------------------------------------------------------------
David Lloyd U.S. $8.375 5/6/98 12/28/00 3/2/03 60,000 Nil
- ---------------------------------------------------------------------------------------------------------------
Shuzhong Chen U.S. $8.375 5/6/98 3/2/01 3/2/03 30,000 Nil
- ---------------------------------------------------------------------------------------------------------------
George Eliopulos U.S. $8.375 5/6/98 3/2/01 3/2/03 30,000 Nil
- ---------------------------------------------------------------------------------------------------------------
Patrick MacMullen U.S. $8.375 5/6/98 3/2/01 5/6/03 30,000 Nil
- ---------------------------------------------------------------------------------------------------------------
Fred Bechhold U.S. $8.375 5/6/98 5/6/98 5/6/03 100,000 Nil
- ---------------------------------------------------------------------------------------------------------------
Ed Dickinson U.S. $8.375 5/6/98 5/6/98 5/6/03 100,000 Nil
- ---------------------------------------------------------------------------------------------------------------
John W. Parsons U.S. $8.375 5/6/98 7/6/00 5/6/03 100,000 Nil
- ---------------------------------------------------------------------------------------------------------------
James Golla U.S. $8.375 5/6/98 5/6/98 5/6/03 20,000 Nil
- ---------------------------------------------------------------------------------------------------------------
TOTAL: 1,415,000
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based upon the exercise price less the closing price of the Common
Shares on May 3, 1999 as reported by NASDAQ (U.S. $5.75 per share).
Certain information regarding outstanding unexercised options issued
pursuant to the existing 1998 Plan as at April 15, 1999 is summarized below:
<TABLE>
<CAPTION>
Market Value of
Date All Number of Underlying
Options May Options Common Shares as
Exercise Date of First Be Expiry Unexercised of May 3, 1999(1)
Name Price Grant Exercised Date Outstanding (U.S.$)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
John Parsons $7.75 6/15/98 7/6/99 6/15/03 100,000 Nil
- ---------------------------------------------------------------------------------------------------------------
George Green $7.38 6/29/98 6/29/98 6/29/00 15,000 Nil
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
-17-
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Market Value of
Date All Number of Underlying
Options May Options Common Shares as
Exercise Date of First Be Expiry Unexercised of May 3, 1999(1)
Name Price Grant Exercised Date Outstanding (U.S.$)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
John Parsons $9.00 7/6/98 7/6/98 7/6/03 200,000 Nil
- ---------------------------------------------------------------------------------------------------------------
Robert W. Ezold $7.70 8/5/98 7/22/01 8/5/03 30,000 Nil
- ---------------------------------------------------------------------------------------------------------------
William Long $7.15 8/13/98 8/13/98 8/13/03 50,000 Nil
- ---------------------------------------------------------------------------------------------------------------
C. Patrick Costin $7.15 8/13/98 8/13/98 8/13/03 50,000 Nil
- ---------------------------------------------------------------------------------------------------------------
Fred Bechhold $7.15 8/13/98 8/13/98 8/13/03 50,000 Nil
- ---------------------------------------------------------------------------------------------------------------
James Golla $8.00 11/25/98 11/25/98 11/25/03 10,000 Nil
- ---------------------------------------------------------------------------------------------------------------
Robert Sheldon $8.00 11/25/98 11/25/98 11/25/03 10,000 Nil
- ---------------------------------------------------------------------------------------------------------------
George Hartman $8.00 11/25/98 11/25/98 11/25/03 10,000 Nil
- ---------------------------------------------------------------------------------------------------------------
David Lloyd $7.25 12/22/98 12/22/98 12/22/03 5,000 Nil
- ---------------------------------------------------------------------------------------------------------------
Robert Ezold $7.25 12/22/98 12/22/98 12/22/03 5,000 Nil
- ---------------------------------------------------------------------------------------------------------------
George Eliopulos $7.25 12/22/98 12/22/98 12/22/03 5,000 Nil
- ---------------------------------------------------------------------------------------------------------------
Patrick MacMullen $7.25 12/22/98 12/22/98 12/22/03 5,000 Nil
- ---------------------------------------------------------------------------------------------------------------
Ed Dickinson $7.25 12/22/98 12/22/98 12/22/03 5,000 Nil
- ---------------------------------------------------------------------------------------------------------------
Shuzhong Chen $6.75 1/4/99 1/4/99 1/1/04 5,000 Nil
- ---------------------------------------------------------------------------------------------------------------
Tim Smith $6.75 1/4/99 1/4/99 1/1/04 10,000 Nil
- ---------------------------------------------------------------------------------------------------------------
Fred Bechhold $6.13 4/13/99 4/13/99 4/13/04 50,000 Nil
- ---------------------------------------------------------------------------------------------------------------
Ed Dickinson $6.13 4/13/99 4/13/99 4/13/04 50,000 Nil
- ---------------------------------------------------------------------------------------------------------------
Eugene Palmer $6.13 4/13/99 4/13/99 4/13/04 25,000 Nil
- ---------------------------------------------------------------------------------------------------------------
TOTAL: 690,000
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based upon the exercise price less the closing price of the Common
Shares on May 3, 1999 as reported by NASDAQ (U.S. $5.75 per share).
-18-
<PAGE>
Interest of Insiders in Material Transactions
- ---------------------------------------------
Except as otherwise disclosed herein, no insider of the Corporation has
any interest in material transactions involving the Corporation.
Proposals of Shareholders
- -------------------------
In order to be included in the proxy statement and form of proxy
relating to the Corporation's annual meeting of shareholders to be held in 2000,
proposals which shareholders intend to present at such annual meeting must be
received by the corporate secretary of the Corporation, at the Corporation's
executive offices, 1725 Sheridan Avenue, Suite 140, Cody, Wyoming 82414, no
later than December 18, 2000. Pursuant to rules adopted by the SEC, if a
shareholder intends to propose any matter for a vote at the Corporation's annual
meeting of shareholders to be held in the 2000 calendar year, but fails to
notify the Corporation of such intention prior to March 25, 2000, then a proxy
solicited by the board of directors may be voted on such matter in the
discretion of the proxy holder, without discussion of the matter in the proxy
statement soliciting such proxy and without such matter appearing as a separate
item on the proxy card.
Undertakings
- ------------
Upon written or oral request, the Corporation will provide, without
charge, to each person to whom a copy of this Management Information Circular
and Proxy Statement has been delivered, a copy of the Corporation's Annual
Report on Form 10-K for the year ended December 31, 1998 filed with the SEC
(other than the exhibits except as expressly requested). Requests should be
directed to Ed Dickinson, Director of Finance, at 230 South Rock Boulevard,
Suite 21, Reno, Nevada 89502, U.S.A., or at the following telephone number:
(775) 857-1966.
* * * * * * * * *
The contents and sending of this Information Circular have been
approved by the directors of the Corporation.
DATED as of the 5th day of May, 1999.
ALTAIR INTERNATIONAL INC.
(sgd.) William Long, President
-19-
ALTAIR INTERNATIONAL INC.
PROXY
ANNUAL MEETING OF SHAREHOLDERS
JUNE 10, 1999
THIS PROXY IS SOLICITED BY THE MANAGEMENT OF
ALTAIR INTERNATIONAL INC.
The undersigned shareholder of Altair International Inc. (the
"Corporation") hereby nominates, constitutes and appoints William P. Long,
President and director, or failing him, James Golla, Secretary and director, or
instead of any of them,_________________________________ , as nominee of the
undersigned to attend and vote for and on behalf of the undersigned at the
annual meeting of shareholders of the Corporation (the "Meeting") to be held on
the 10th day of June, 1999 and at any adjournment or adjournments thereof, to
the same extent and with the same power as if the undersigned were personally
present at the said meeting or such adjournment or adjournments thereof, and
without limiting the generality of the power hereby conferred, the nominees are
specifically directed to vote the shares represented by this proxy as indicated
below.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AND, WHERE A CHOICE
IS SPECIFIED, WILL BE VOTED AS DIRECTED. WHERE NO CHOICE IS SPECIFIED, THIS
PROXY WILL CONFER DISCRETIONARY AUTHORITY AND WILL BE VOTED IN FAVOUR OF THE
RESOLUTIONS REFERRED TO ON THE REVERSE SIDE.
THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY TO VOTE IN RESPECT OF
ANY AMENDMENTS OR VARIATIONS TO THE MATTERS IDENTIFIED IN THE NOTICE OF MEETING
OR ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING ABOUT WHICH THE
CORPORATION DOES NOT KNOW AS OF THE DATE THIS PROXY IS MAILED AND IN SUCH MANNER
AS SUCH NOMINEE IN HIS JUDGMENT MAY DETERMINE.
A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON TO ATTEND AND ACT FOR
HIM AND ON HIS BEHALF AT THE MEETING OTHER THAN THE PERSONS DESIGNATED IN THIS
FORM OF PROXY. SUCH RIGHT MAY BE EXERCISED BY FILLING THE NAME OF SUCH PERSON IN
THE BLANK SPACE PROVIDED AND STRIKING OUT THE NAMES OF MANAGEMENT'S NOMINEES, OR
BY COMPLETING ANOTHER PROPER FORM OF PROXY AND, IN EITHER CASE, DEPOSITING THE
PROXY AS INSTRUCTED BELOW.
TO BE VALID, THIS PROXY MUST BE RECEIVED BY THE TRANSFER AGENT AT THE
ADDRESS INDICATED ON THE ENCLOSED ENVELOPE NOT LATER THAN 48 HOURS (EXCLUDING
SATURDAYS AND HOLIDAYS) BEFORE THE TIME OF HOLDING THE MEETING OR ADJOURNMENT
THEREOF, OR DELIVERED TO THE CHAIRMAN ON THE DAY OF THE MEETING OR ADJOURNMENT
THEREOF.
The nominees are directed to vote the shares represented by this proxy
as follows:
1. ELECTION OF DIRECTORS, each to serve until the next annual meeting
of shareholders of the Corporation and until their respective successor shall
have been duly elected and shall qualify:
|_| FOR all nominees listed below (except as marked to the
contrary).
|_| WITHHOLD AUTHORITY to vote for all nominees listed below.
<PAGE>
(INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list
below.)
William Long James Golla
George Hartman Bob Sheldon
2. Proposal in respect to the appointment of McGovern , Hurley,
Cunningham, Chartered Accountants, as auditors of the Corporation.
|_| FOR |_| AGAINST |_| WITHHOLD
3. At the nominee's discretion upon any amendments or variations to
matters specified in the notice of the Meeting or upon any other matters as may
properly come before the Meeting or any adjournments thereof about which the
Corporation does not know as of the date this proxy is mailed.
THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN ON ANY VOTE OR BALLOT
CALLED AT THE MEETING. UNLESS A SPECIFIC
INSTRUCTION IS INDICATED, SAID SHARES
WILL BE VOTED FOR CONFIRMATION AND/OR
APPROVAL OF THE MATTERS SPECIFIED IN
ITEMS 1 AND 2 ALL OF WHICH ARE SET FORTH
IN THE ACCOMPANYING MANAGEMENT
INFORMATION CIRCULAR AND PROXY
STATEMENT, RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED.
This proxy revokes and supersedes all
proxies of earlier date.
DATED this day of , 1999.
PRINT NAME:
-----------------------------
SIGNATURE:
------------------------------
NOTES:
1. This proxy must be signed by the
shareholder or his attorney duly
authorized in writing, or if the
shareholder is a corporation, by the
proper officers or directors under its
corporate seal, or by an officer or
attorney thereof duly authorized.
2. A person appointed as nominee to
represent a shareholder need not be a
shareholder of the Corporation.
3. If not dated, this proxy is deemed to
bear the date on which it was mailed on
behalf of the management of the
Corporation.
4. Each shareholder who is unable to
attend the Meeting is respectfully
requested to date and sign this form of
proxy and return it using the
self-addressed envelope provided.
ALTAIR INTERNATIONAL INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual meeting (the "Meeting") of
the shareholders of Altair International Inc. (the "Corporation") will be held
at the Board of Trade of Metropolitan Toronto, Downtown Club, 3 First Canadian
Place, Toronto, Ontario M5X 1C1, Boardroom C, on Thursday, the 10th day of June,
1999, at the hour of 10:00 o'clock in the morning (Toronto time) for the
following purposes:
1. To receive the audited financial statements of the Corporation for the
twelve months ended December 31, 1998, together with the report of the
auditors thereon;
2. To elect directors;
3. To appoint auditors and to authorize the directors to fix their
remuneration; and
4. 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, a copy of the
management information circular and proxy statement, the annual report to
shareholders of the Corporation containing the audited consolidated financial
statements of the Corporation for the twelve months ended December 31, 1998, and
a supplemental mailing list form.
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 as of the 15th day of April, 1999.
BY ORDER OF THE BOARD
(Sgd.) William P. Long
President
