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 toss.240.14a-11(c) orss.240.14a-12
Altair International Inc.
----------------------------------------------------------------------
(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:
<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 AND SPECIAL 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, 1999 are first
being mailed to the shareholders of the Corporation on or about May 3, 2000. 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,
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.
1
<PAGE>
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
- -----------------
UNLESS OTHERWISE INDICATED ON THE FORM OF PROXY, SHARES REPRESENTED BY
PROPERLY EXECUTED PROXIES IN FAVOUR OF PERSONS DESIGNATED IN THE PRINTED PORTION
OF THE ENCLOSED FORM OF PROXY WILL BE VOTED (I) TO ELECT MANAGEMENT'S FOUR
NOMINEES FOR DIRECTOR, (II) TO APPOINT MCGOVERN, HURLEY, CUNNINGHAM, LLP,
CHARTERED ACCOUNTANTS AS THE CORPORATION'S INDEPENDENT AUDITORS, AND (III) TO
APPROVE THE PROPOSED AMENDMENT TO THE 1998 ALTAIR INTERNATIONAL INC. STOCK
OPTION PLAN. IF SO INDICATED ON THE FORM OF PROXY, SHARES REPRESENTED BY
PROPERLY EXECUTED PROXIES IN FAVOUR OF PERSONS DESIGNATED IN THE PRINTED PORTION
OF THE ENCLOSED FORM OF PROXY WILL BE WITHHELD FROM VOTING WITH RESPECT TO, OR
VOTED AGAINST, ANY OR ALL OF THE THREE MATTERS IDENTIFIED IN THE PRECEDING
SENTENCE. 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 April 27, 2000, the Corporation has issued and
outstanding 17,114,185 Common Shares.
The Corporation shall make a list of all persons who are registered
holders of Common Shares on April 27, 2000 (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.
2
<PAGE>
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. 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. Under applicable
securities laws and regulations of the province of Ontario, Common Shares held
by officers and directors of the Corporation and their associates may not be
voted with respect to the proposed amendment to the 1998 Altair International
Inc. Stock Option Plan (the "1998 Plan"). Accordingly, in order to approve the
proposed amendment to the 1998 Plan, the votes cast in favour of the proposed
amendment (excluding any votes of officers or directors of the Corporation or
their associates) must exceed the votes cast against the proposed amendment
(excluding any votes of officers or directors of the Corporation or their
associates). 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,
-----------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(Canadian dollar per U.S. dollar)
---------------------------------
<S> <C> <C> <C> <C> <C>
High 1.5302 1.5770 1.4398 1.3822 1.4238
Low 1.4440 1.4075 1.3392 1.3310 1.3285
Average 1.4827 1.4894 1.3849 1.3638 1.3725
Year End 1.4440 1.5375 1.4288 1.3697 1.3655
</TABLE>
3
<PAGE>
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, 2000 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>
- --------------------------------------------------------------------------------------------------------------------
Title of Class Name and Address of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership(1) of Class(2)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common William P. Long (President, Chief 2,151,529(3) 12.3%
Executive Officer & Director)
57 Sunset Rim
Cody, Wyoming 82414
- --------------------------------------------------------------------------------------------------------------------
Common C. Patrick Costin (Vice President) 1,083,333(4) 6.2%
1850 Aquila Avenue
Reno, Nevada 89509
- --------------------------------------------------------------------------------------------------------------------
Common Edward H. Dickinson (Chief Financial 284,700(5) 1.6%
Officer)
2595 Sagittarius Drive
Reno, Nevada 89509
- --------------------------------------------------------------------------------------------------------------------
Common James L. Golla (Secretary and 55,000(6) *
Director)
829 Terlin Boulevard
Mississauga, Ontario L5H 1T1
- --------------------------------------------------------------------------------------------------------------------
Common George Hartman (Director) 45,000(7) *
Suite 1201-750 W. Pender Street
Vancouver, B.C. V6C 2T8
- --------------------------------------------------------------------------------------------------------------------
Common Robert Sheldon (Director) 45,000(8) *
3720 Creery Avenue
West Vancouver, British Columbia
V7V 2M1
- --------------------------------------------------------------------------------------------------------------------
Common Anderson, LLC (Significant 1,501,564(9) 8.6%
Shareholder)
c/o Beacon Fund Advisors Ltd.
Harbour House, 2nd Floor
Waterfront Drive, P.O. Box 972
Road Town
Tortola, British Virgin Islands
- --------------------------------------------------------------------------------------------------------------------
Common All Directors and Officers as a 3,664,562(10) 20.1%
Group
(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 17,114,185 Common Shares outstanding as of April 15, 2000. 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.
4
<PAGE>
(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 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 250,000 Common Shares subject to presently exercisable options
granted to Mr. Dickinson pursuant to the 1996 Plan and 34,700 Common
Shares subject to presently exercisable options granted to Mr.
Dickinson 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 20,000 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 20,000 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 20,000 Common
Shares subject to presently exercisable options granted to Mr. Sheldon
pursuant to the 1998 Plan.
(9) Includes 250,261 presently exercisable warrants to purchase Common
Shares.
(10) Includes 910,000 Common Shares subject to presently exercisable options
granted to officers and directors pursuant to the 1996 Plan and 194,700
Common Shares subject to presently exercisable options granted to
officers and directors pursuant to the 1998 Plan.
5
<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, 1999, December 31, 1998 and December 31, 1997 in respect of
William P. Long who was, at December 31, 1999, the President of the Corporation.
The Corporation had no other executive officer whose total salary and bonuses
during the fiscal year ended December 31, 1999 exceeded U.S. $100,000.
<TABLE>
<CAPTION>
Summary Compensation Table
- --------------------------------------------------------------------------------------------------------------------------------
Name and Title Fiscal Annual Compensation (1) Long Term Compensation All Other
Year Compensation
Ended ($)
Dec. 31,
- --------------------------------------------------------------------------------------------------------------------------------
Restricted
Shares or Securities
Restricted Under Options
Share Units Granted (3) LTIP Payouts
Other
Annual
Salary (2) Bonus (2) Compensation
(U.S. $) (U.S.$) (U.S.$) (#) (#) ($)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William P. Long, 1999 91,200 9,120 Nil Nil Nil Nil Nil
President
and Director 1998 91,200 9,120 Nil Nil 50,000(3) Nil Nil
1997 91,200 9,120 Nil Nil 100,000(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 1999, 1998 and 1997 were U.S. $100,320, U.S. $235,232 and U.S.
$75,600, 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 1999
There were no stock options granted to Dr. Long during the year ended
December 31, 1999.
6
<PAGE>
(c) Aggregated Option Exercises and Year-end Option Values
The following table provides information regarding options held by Dr.
Long as at December 31, 1999 and options exercised by Dr. Long during the year
ended December 31, 1999:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Name Securities Aggregate Unexercised Options at Value of Unexercised
Acquired on Value December 31, 1999 In-the-money Options at
Exercise Realized December 31, 1999
(#)
----------------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
(#) (#)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
William P. Long, Nil Nil 250,000 Nil CDN $444,043(1) N/A
President and 100,000 Nil Nil 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, 1999, of U.S. $4.00, converted to Cdn. money at U.S.
$0.6925 = Cdn. $1.00.
(d) Compensation of Directors
Directors who are not officers of the Corporation are paid U.S. $1,000
per meeting for their services as directors. During the year ended December 31,
1999, U.S. $6,000 was paid to directors of the Corporation for attending
meetings. 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, 1999 other
than amounts paid to Dr. Long set forth herein.
Directors of the Corporation and its subsidiaries are also entitled to
participate in the 1996 Plan and the 1998 Plan. As at April 15, 2000, the
Corporation had outstanding options to purchase 1,315,000 Common Shares under
the 1996 Plan, 435,000 of which have been granted to directors, and options to
purchase 1,673,700 Common Shares under the 1998 Plan, 110,000 of which have been
granted to directors.
(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.
7
<PAGE>
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.
Edward H. Dickinson, the Chief Financial Officer of the Corporation and
the Secretary and Treasurer of MRS, is employed by the Corporation pursuant to
the terms of an employment agreement entered into in August, 1996. The agreement
provides that Mr. Dickinson shall be paid a salary of at least U.S. $6,667 per
month and may be entitled to bonuses as determined by the directors of the
Corporation.
(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 once during the 1999 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 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 1999 fiscal
year.
8
<PAGE>
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
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 1999 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 1999 fiscal year due to the lack
of revenue during the 1999 fiscal year.
9
<PAGE>
Stock Options. The Corporation relies extensively on stock options to
compensate executive officers and other key employees. The 1996 Plan and the
1998 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 1999 fiscal year, the board awarded
options to purchase 50,000 Common Shares to Mr. Dickinson and options to
purchase 10,000 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 1999
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 January, 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 1999 fiscal year, the board
determined to pay Dr. Long a bonus of U.S. $9,120 in respect of the 1999 fiscal
year, the minimum under his employment contract.
The foregoing is submitted by the board of directors:
William P. Long
James Golla
Robert Sheldon
George Hartman
10
<PAGE>
(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") and the total return of shares included in the Standard & Poor's Metals
Mining Index (the "S&P Metals Mining Index"). The comparison is made for the
period commencing on December 31, 1996, the approximate date the Common Shares
were first registered under the Exchange Act.
[performance graph omitted]
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Dec. 31, 1996 Dec. 31, 1997 Dec. 31, 1998 Dec. 31, 1999
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Altair International Inc. (NASDAQ) 100 180 82 48
- ---------------------------------------------------------------------------------------------------------------
NASDAQ Index 100 123 172 312
- ---------------------------------------------------------------------------------------------------------------
S&P Metals Mining Index 100 66 46 86
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(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.
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.
11
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Name & Municipality of Residence Office Period of Service as a Number of Common Shares
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 55,000 (3)
Mississauga, Ontario
- --------------------------------------------------------------------------------------------------------------------
George Hartman Director Since 1997 45,000 (4)
Lyons Bay, British Columbia
- --------------------------------------------------------------------------------------------------------------------
Robert Sheldon Director Since 1997 45,000 (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 20,000 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 20,000 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 20,000 Common
Shares subject to presently exercisable options granted to Mr. Sheldon
pursuant to the 1998 Plan.
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, 53, 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
12
<PAGE>
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, 67, 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, 51, was elected a director of the Corporation in
March, 1997. From 1995 until 1998, Mr. Hartman served as President of Planvest
Pacific Financial Corp. ("Planvest Pacific"), a Vancouver-based financial
planning firm with $1 billion of assets under management. Mr. Hartman also
served on the board of directors of Planvest Capital Corp., the parent of
Planvest Pacific. From 1998 until 2000, Mr. Hartman was Senior Vice President of
Financial Concept Group until the firm's sale to Assante Corporation, a North
American financial services industry consolidator. Mr. Hartman continues as
President of Hartman & Company, Inc., a firm he founded 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 is the author of its
sequel, Risk is STILL a Four Letter Word, released in 2000.
Robert Sheldon, 77, 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, Edward H. Dickinson and James Golla. Certain information regarding
Messrs. Long and Golla is set forth above under "Election of Directors -
Directors". Certain information regarding Messrs. Costin and Dickinson follows.
13
<PAGE>
C. Patrick Costin, 57, was appointed a Vice President 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.
Edward H. Dickinson, 53, was appointed Chief Financial Officer of the
Corporation in March 2000, and also currently serves as Secretary and Treasurer
of MRS. Mr. Dickinson had previously served as Director of Finance of the
Corporation since August 1996. From 1994 to 1996, Mr. Dickinson was employed by
the Southern California Edison Company as a negotiator of non-utility power
generation contracts. Mr. Dickinson was Vice President and Director of
Geolectric Power Company during 1993 and 1994; and from 1987 through 1992 was
the Director of Finance and Administration for OESI Power Corporation. Prior to
1987, Mr. Dickinson held various accounting and program management positions in
the United States Department of Energy. Mr. Dickinson, who is a Certified Public
Accountant, obtained a Masters degree in Accounting from California State
University, Northridge in 1978.
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
all reports required to be filed pursuant to Section 16(a) of the Exchange Act
were filed with the SEC on a timely basis.
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, LLP, Chartered Accountants (the "Principal Accountants"), as
auditors of the Corporation for the 2000 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.
14
<PAGE>
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, 1999, 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:
James Golla
George Hartman
Robert Sheldon
During the fiscal year ended December 31, 1999, 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 and James Golla. Robert Sheldon and
George Hartman, who were 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.
15
<PAGE>
Certain Relationships and Related Transactions
- ----------------------------------------------
On March 31, 2000, the Corporation entered into a Common Stock Purchase
Agreement with Anderson, LLC, a Cayman Islands limited liability company (
"Anderson"), pursuant to which Anderson purchased 1,251,303 Common Shares
(subject to adjustment through certain repricing provisions) for an aggregate
purchase price of U.S.$6,000,000 and received warrants to purchase 250,261
Common Shares at the price of U.S.$6.75 per share through March 31, 2003.
Following such transaction, Anderson owns (or has the right to acquire under a
warrant exercisable within 60 days) 8.6% of the outstanding Common Shares.
Simultaneously, the Corporation and Anderson entered into an equity
purchase agreement (the "Equity Agreement"), pursuant to which Anderson agreed
to purchase, at the option of the Corporation, up to U.S.$10,000,000 in Common
Shares over the course of the eighteen (18) months following the effective date
of a registration statement registering previously purchased shares. The
purchase price for such Common Shares will be 85% of the average of the five
lowest closing bid prices of the Common Shares during the ten days preceding the
date the Corporation gives notice of its intent to compel a purchase. The
maximum dollar amount of Common Shares that Anderson can be required to purchase
in any single periodic financing is U.S.$2,000,000. Anderson's obligations under
the Equity Agreement are conditioned upon, among other things, (1) a
registration statement with respect to such Common Shares being effective, (2)
the market price of Common Shares exceeding U.S.$ 2.00 per share, (3) the dollar
trading volume of the Common Shares equaling 150% of the amount of the
additional financing, and (4) the shareholders having approved the Equity
Agreement or approved the transaction to the extent required by any governing
exchange regulations.
The Corporation has contracted for the services of Dr. Eugene Thiers, a
specialist on titanium and titanium dioxide with SRI Consulting, to provide
advice on global tehnoeconomic and market issues. Dr. Thiers is also a member of
the board of directors of Altair Technologies, Inc., a wholly-owned subsidiary
of the Corporation, for which he has received options to purchase 250,000 Common
Shares.
Indebtedness of Officers and Directors to the Corporation
- ---------------------------------------------------------
No officer or director of the Corporation was indebted to the
Corporation, as at December 31, 1999 or as at the date of this Information
Circular.
Approval of An Increase of the Number of Common Shares Subject to the 1998 Plan
- -------------------------------------------------------------------------------
The 1996 Plan. On May 19, 1996, the Corporation adopted and the
shareholders approved the Altair International Inc. Stock Option Plan (the "1996
Plan"). The 1996 Plan was amended, with shareholder approval, on June 3, 1997.
The aggregate number of Common Shares which may be issued and sold under the
1996 Plan is limited to 2,500,000 Common Shares. As at April 15, 2000, an
aggregate of 1,082,000 Common Shares had been issued upon the exercise of
options granted under the 1996 Plan, and 1,315,000 Common Shares remained
reserved for issuance upon the exercise of outstanding options. No amendments or
adjustments are proposed with respect to the 1996 Plan.
16
<PAGE>
1998 Plan: Introduction and Proposed Amendment. On June 11, 1998, the
shareholders of the Corporation approved a stock incentive plan entitled the
"1998 Altair International Inc. Stock Option Plan" (the "1998 Plan"), a copy of
which is attached hereto as Exhibit A. The aggregate number of Common Shares
which may be issued and sold under the 1998 Plan is currently limited to
2,000,000 Common Shares. As at April 15, 2000, an aggregate of 71,300 Common
Shares had been issued upon the exercise of options granted under the 1998 Plan,
and 1,673,700 Common Shares remained reserved for issuance upon the exercise of
outstanding options. Subject to shareholder approval at the meeting, the Board
has approved an amendment to Section 3 of the 1998 Plan increasing the number of
Common Shares subject to the 1998 Plan from 2,000,000 Common Shares to 4,100,000
Common Shares. No other amendments or adjustments are proposed with respect to
the 1998 Plan.
The following description of the 1998 Plan does not purport to be
complete and is qualified in its entirety by reference to the full text thereof.
Purpose. The purpose of the 1998 Plan is to authorize the grant to
service providers for the Corporation of options to purchase Common Shares and
thus benefit the Corporation by enabling it to attract, retain and motivate
employees and service providers by providing them with the opportunity, through
share options, to acquire an increased proprietary interest in the Corporation.
Administration. The 1998 Plan is administered by the board of directors
of the Corporation or a committee established by the board of directors for that
purpose (the "Plan Committee"). Subject to approval of the granting of options
by the board of directors, the Corporation may grant options under the 1998
Plan.
Shares Subject to 1998 Plan. The aggregate number of Common Shares
which may be issued and sold under the 1998 Plan is presently 2,000,000. If the
proposed amendment to the 1998 Plan is approved, the aggregate number of Common
Shares which may be issued and sold under the 1998 Plan will be increased to
4,100,000. The market value of 4,100,000 Common Shares as of April 15, 2000,
based upon the closing price of the Common Shares on April 14, 2000 of U.S.
$3.63 as reported by NASDAQ, was U.S. $14,883,000; however, the 1998 Plan
requires that the exercise price of options granted under the 1998 Plan be equal
to the market value of the Common Shares on the date of grant. Accordingly, at
the time of any grant under the 1998 Plan, the exercise price payable to the
Corporation upon the exercise of any option granted thereunder will be equal to
the market value of the Common Shares issuable upon exercise of the option. The
total number of Common Shares which may be reserved for issuance to any one
individual under the 1998 Plan shall not exceed 5% of the Common Shares issued
and outstanding on the date of the grant. In the event the number of outstanding
Common Shares is increased, decreased, changed into, or exchanged for a
different number or kind of Common Shares or security of the Corporation through
reorganization, merger, recapitalization, reclassification, stock split, reverse
stock split or similar transaction, the maximum number of Common Shares
available for issuance under the 1998 Plan shall be proportionately adjusted.
17
<PAGE>
Limits with Respect to Insiders. The maximum number of Common Shares
which may be reserved for issuance to insiders under the 1998 Plan, or any other
stock option plans, is 10% of the Common Shares issued and outstanding at the
time of the grant. The maximum number of Common Shares which may be issued to
insiders under the 1998 Plan, together with any other previously established or
proposed share compensation arrangements, within any one year period is 10% of
the Common Shares issued and outstanding on the date of the grant. The maximum
number of Common Shares which may be issued to any one insider and his or her
associates under the 1998 Plan, together with any other previously established
or proposed share compensation arrangements, within a one-year period is 5% of
the Common Shares outstanding at the time of the grant (on a non-diluted basis).
Any entitlement to acquire Common Shares granted prior to the optionee becoming
an insider shall be excluded for the purposes of the limits set out immediately
above.
Eligibility. Options may be granted only to service providers for the
Corporation. The term "service providers for the Corporation" means (a) any
full-time or part-time employee or insider of the Corporation or any of its
subsidiaries other than persons or entities who would be insiders solely on
account of the person or entity having beneficial ownership of more than ten
percent of the Common Shares, and (b) any other person or entity engaged to
provide ongoing management or consulting services for the Corporation or any
entity controlled by the Corporation. Subject to the foregoing, the board of
directors has full and final authority to determine the persons or entities who
are to be granted options under the 1998 Plan and the number of Common Shares
subject to each option. Approximately eight employees and three non-employee
directors are currently eligible to participate in the 1998 Plan in addition to
an indeterminable number of unaffiliated service providers.
Price. The purchase price for the Common Shares under each option is
determined by the board of directors or the Plan Committee on the basis of the
market price of the Common Shares, which shall be the prior day closing price on
any exchange on which the Common Shares are traded.
Period of Option and Rights to Exercise. Options may not be granted for
a term exceeding ten years. Options may, at the discretion of the board of
directors or Plan Committee, provide that the number of Common Shares which may
be acquired pursuant to the option shall not exceed a specified number each year
during the term of the option. The Common Shares to be purchased upon each
exercise of any option shall be paid for in full at the time of such exercise.
An optionee shall have no rights whatsoever as a shareholder in respect of any
of the optioned shares prior to exercise of an option with respect to such
shares. No option which is held by a service provider may be exercised unless
the optionee is then a service provider for the Corporation, except in the case
of death for a period of one year next succeeding the optionee's death or
otherwise within a period of ninety days following cessation of the optionee's
status as service provider, provided that, the board of directors or the Plan
Committee may extend the period of time during which the former service provider
(or his or her estate in the case of the service provider's death) may exercise
options held to a date no later than the original expiry date of the option.
18
<PAGE>
Non-Transferability. No option granted under the 1998 Plan is
transferrable by an optionee otherwise than by will or by the laws of descent
and distribution, and such option shall be exercisable, during an optionee's
lifetime, only by the optionee.
Amendment and Termination of the 1998 Plan. The board of directors may
at any time amend or terminate the 1998 Plan, but where amended, such amendment
is subject to any applicable regulatory approvals. The Corporation is seeking
shareholder approval for the proposed amendment to the 1998 Plan in order to
facilitate the qualification of options issued to employees of the Corporation
and its subsidiaries as incentive stock options for United States income tax
purposes. See "Certain United States Income Tax Consequences of the 1998 Plan".
Expiry of Option. Any option issued pursuant to the 1998 Plan that
remains unexercised at the expiry date shall terminate, subject to any extension
of the expiry date permitted in accordance with the 1998 Plan.
Value of Benefits to Certain Persons
The Corporation is unable to determine the amount of benefits that may
be received in the future by participants under the 1998 Plan, as participation
is subject to the discretion of the board of directors.
Certain Information Regarding Outstanding Options
Certain information regarding outstanding unexercised options issued
pursuant to the existing 1996 Plan and 1998 Plan as at April 15, 2000 is
summarized below. The total number of Common Shares subject to outstanding
options granted under the 1996 Plan is 1,315,000, and the total number of Common
Shares subject to outstanding options granted under the 1998 Plan is 1,673,700.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
1996 Plan
- ------------------------------------------------------------------------------------------------------------------------
Holder No. of Shares Date of Grant Expiry Date Exercise Price
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
All Executive Officers As a Group 125,000 3/7/1996 3/7/2001 U.S.$2.532
250,000 5/27/1996 5/27/2001 U.S.$2.737
15,000 11/6/1996 11/6/2001 U.S.$5.748
200,000 5/14/1997 5/14/2002 U.S.$7.013
150,000 8/26/1997 8/26/2002 U.S.$7.403
120,000 5/6/1998 5/6/2003 U.S.$8.375
- ------------------------------------------------------------------------------------------------------------------------
Directors who are not also Executive 25,000 3/10/1997 3/10/2002 U.S.$8.450
Officers 25,000 6/3/1997 6/3/2002 U.S.$6.363
- ------------------------------------------------------------------------------------------------------------------------
William P. Long, President, Chief 250,000 5/27/1996 5/27/2001 U.S.$2.737
Executive Officer and Director 100,000 5/14/1997 5/14/2002 U.S.$7.013
- ------------------------------------------------------------------------------------------------------------------------
James Golla, Secretary and Director 15,000 11/6/1996 11/6/2001 U.S.$5.748
20,000 5/6/1998 5/6/2003 U.S.$8.375
- ------------------------------------------------------------------------------------------------------------------------
Robert Sheldon, Director 25,000 6/3/1997 6/3/2002 U.S.$6.363
- ------------------------------------------------------------------------------------------------------------------------
George Hartman, Director 25,000 3/10/1997 3/10/2002 U.S.$8.450
- ------------------------------------------------------------------------------------------------------------------------
All Employees Other than Executive 75,000 7/29/1996 7/29/2001 U.S.$2.874
Officers as a Group 80,000 12/22/1997 12/22/2002 U.S.$8.375
120,000 3/2/1998 3/2/2003 U.S.$8.375
130,000 5/6/1998 5/6/2003 U.S.$8.375
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
1998 Plan
- ------------------------------------------------------------------------------------------------------------------------
Holder No. of Shares Date of Grant Expiry Date Exercise Price
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
All Executive Officers As a Group 100,000 8/13/1998 8/13/2003 U.S.$7.150
10,000 11/25/1998 11/25/2003 U.S.$8.000
5,000 12/22/1998 12/22/2003 U.S.$7.250
29,700 4/13/1999 4/13/2004 U.S.$6.125
10,000 11/5/1999 11/5/2004 U.S.$4.750
- ------------------------------------------------------------------------------------------------------------------------
Directors who are not also Executive 20,000 11/25/1998 11/25/2003 U.S.$8.000
Officers 20,000 11/5/1999 11/5/2004 U.S.$4.750
- ------------------------------------------------------------------------------------------------------------------------
William P. Long, President, Chief 50,000 8/13/1998 8/13/2003 U.S.$7.150
Executive Officer and Director
- ------------------------------------------------------------------------------------------------------------------------
James Golla, Secretary and Director 10,000 11/25/1998 11/25/2003 U.S.$8.000
10,000 11/5/1999 11/5/2004 U.S.$4.750
- ------------------------------------------------------------------------------------------------------------------------
Robert Sheldon, Director 10,000 11/25/1998 11/25/2003 U.S.$8.000
10,000 11/5/1999 11/5/2004 U.S.$4.750
- ------------------------------------------------------------------------------------------------------------------------
George Hartman, Director 10,000 11/25/1998 11/25/2003 U.S.$8.000
10,000 11/5/1999 11/5/2004 U.S.$4.750
- ------------------------------------------------------------------------------------------------------------------------
Fred Bechhold 50,000 8/13/98 8/13/03 U.S.$7.150
50,000 4/13/99 4/13/04 U.S.$6.125
80,000 2/28/00 2/28/05 U.S.$4.375
- ------------------------------------------------------------------------------------------------------------------------
Eugene Thiers 50,000 10/12/99 10/12/04 U.S.$4.000
100,000 10/12/99 10/12/04 U.S.$7.500
100,000 10/12/99 10/12/04 U.S.$10.000
- ------------------------------------------------------------------------------------------------------------------------
Kenneth Lyon 100,000 11/17/99 11/17/05 U.S.$4.375
120,000 2/28/00 2/28/05 U.S.$4.375
- ------------------------------------------------------------------------------------------------------------------------
All Employees Other than Executive 15,000 6/29/1998 6/29/2000 U.S.$7.375
Officers as a Group 15,000 12/22/1998 12/22/2003 U.S.$7.250
15,000 1/4/1999 1/4/2004 U.S.$6.750
25,000 4/13/1999 4/13/2004 U.S.$6.125
109,000 6/16/1999 6/16/2004 U.S.$4.940
420,000 11/17/1999 11/17/2004 U.S.$4.375
30,000 `2/28/2000 2/28/2005 U.S.$4.375
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
20
<PAGE>
Certain United States Federal Income Tax Consequences of the 1998 Plan
The following tax discussion is a brief summary of the United
States federal income tax laws applicable to the 1998 Plan. The discussion is
intended solely for general information and omits certain information which does
not apply generally to all participants in the 1998 Plan.
Grant of Options. In the opinion of the Corporation with respect to employees of
the Corporation or its subsidiaries (an "Employee"), the options issued pursuant
to the 1998 Plan qualify as "incentive stock options" ("Qualified Options")
within the meaning of Section 422 of the United States Internal Revenue Code
(the "Internal Revenue Code"). Accordingly, an Employee recipient of Qualified
Options under the 1998 Plan incurs no income tax liability, and the Corporation
obtains no deduction, from the grant of the Qualified Options.
Exercise of Qualified Options. An Employee will not be subject to federal income
tax upon the exercise of a Qualified Option granted under the 1998 Plan, nor
will the Corporation be entitled to a tax deduction by reason of such exercise,
provided that the holder is still employed by the Corporation (or terminated
employment no longer than three months before the exercise date). The Employee
will have a cost basis in the Common Shares acquired upon such exercise equal to
the option exercise price.
Disposition of Shares Acquired Under the 1998 Plan. In order to defer taxation
on the difference between the fair market value and exercise price of Common
Shares acquired upon exercise of a Qualified Option, the Employee must hold the
Common Shares during a holding period which runs through the later of one year
after the option exercise date or two years after the date the option was
granted. The only exceptions are for dispositions of shares upon death, as part
of a tax-free exchange of shares in a corporate reorganization, into joint
tenancy with right of survivorship with one more person, or the mere pledge or
hypothecation of shares.
If an Employee disposes of Common Shares acquired upon
exercise of a Qualified Option before expiration of the holding period in a
manner not described above, such as by gift or ordinary sale of such Common
Shares, the Employee must recognize as ordinary compensation income in the year
of disposition the difference between the exercise price and the fair market
value of the Common Shares as of the date of exercise. This amount must be
recognized as income even if it exceeds the fair market value of the Common
Shares as of the date of disposition or the amount of the sales proceeds
received. The Corporation may be entitled to a corresponding compensation
expense deduction.
Disposition of Common Shares after expiration of the required
holding period will result in the recognition of a capital gain or capital loss
in the amount of the difference between the amount realized on the sale of the
Common Shares and the exercise price for such Common Shares.
21
<PAGE>
The favourable tax treatment associated with Qualified Options
is available only to the extent that the value of the Common Shares (determined
at the time of grant) covered by such options first exercisable in any single
calendar year does not exceed U.S. $100,000. If Qualified Options that cover an
aggregate amount of Common Shares in excess of U.S. $100,000 become exercisable
in the same calendar year, the excess will be treated as Non-qualified Options
(as defined below). Furthermore, for an option to qualify as a Qualified Option,
it must be granted within 10 years from the date the 1998 Plan was adopted by
the Board.
Alternative minimum tax is generally paid when such tax
exceeds a taxpayer's regular federal income tax. Alternative minimum tax is
calculated based on alternative minimum taxable income, which is taxable income
for federal income tax purposes, modified by certain adjustments and increased
by tax preference items.
The spread under a Qualified Option (i.e., the difference
between the fair market value of the shares of stock at exercise and the
exercise price) is classified as alternative minimum taxable income for the
years of exercise. Alternative minimum taxable income may be subject to the
alternative minimum tax. A disqualifying disposition of the Common Shares
subject to the Qualified Options during the same year in which the options were
exercised, however, will generally cancel the alternative minimum taxable income
generated upon exercise of the Qualified Options.
When a taxpayer sells Common Shares acquired through the
exercise of a Qualified Option, generally only the difference between the fair
market value of the shares on the date of sale and the date of exercise is used
in computing any alternative minimum tax for the year of the sale. The portion
of a taxpayer's minimum tax attributable to certain items of tax preference
(including the spread upon the exercise of a Qualified Option) can be credited
against the taxpayer's regular liability in later years to the extent that
liability exceeds the alternative minimum tax.
Non-Employee Recipients. In the opinion of the Corporation, options issued
pursuant to the 1998 Plan to consultants, non-employee directors, and other
non-Employees will not qualify as "incentive stock options" under Section 422 of
the Internal Revenue Code ("Non-qualified Options"). The recipient of a
Non-qualified Option incurs no income tax liability, and the Corporation obtains
no deduction, from the grant of the options. Upon the exercise of a
Non-qualified Option, however, the amount by which the fair market value of the
Common Shares exceeds the exercise price will be taxed to the optionee as
ordinary compensation income. The Corporation will generally be entitled to a
deduction in the same amount, provided it satisfies certain requirements
relating to the terms of the option and makes all required wage withholdings on
the compensation element attributable to the exercise (or qualifies for an
exemption to the withholding requirements). In general, the optionee's tax basis
in the Common Shares acquired by exercising a Non-qualified Option is equal to
the fair market value of such Common Shares on the date of exercise. Upon a
subsequent sale of any such Common Shares in a taxable transaction, the optionee
will realize a capital gain or loss in an amount equal to the difference between
his or her tax basis and the sale price.
22
<PAGE>
Proposed Amendment
At the Meeting, shareholders will be asked to consider, and if
thought fit, approve an ordinary resolution in the form attached hereto as
Schedule I, amending Section 3 of the 1998 Plan to increase the number of Common
Shares that may be issued and sold under the Plan from 2,000,000 shares to
4,100,000 shares (the "Option Plan Resolution"). The Option Plan Resolution will
not affect the 1996 Plan.
Certain Interests of Directors
In considering the recommendation of the board of directors
with respect to the Option Plan Resolution, shareholders should be aware that
the members of the board of directors have certain interests which may present
them with conflicts of interest in connection with such proposal. As discussed
above, executive officers and directors may be among those who are granted
additional options under the 1998 Plan. The Board of Directors recognizes that
approval of the Option Plan Resolution may benefit certain directors of the
Corporation and their successors, but believes that approval of the Option Plan
Resolution will advance the interests of the Corporation and its shareholders by
enabling the Corporation to further encourage employees and consultants of the
Corporation to make significant contributions to the long term success of the
Corporation.
Under applicable securities laws and regulations of the
province of Ontario, Common Shares held by officers and directors of the
Corporation and their associates may not be voted with respect to the proposed
Option Plan Resolution. As of April 27, 2000, such persons hold an aggregate of
2,559,862 Common Shares.
Recommendation of Board of Directors Regarding Option Plan Resolution and Votes
Necessary For Approval
The board of directors believes the proposed amendment to the
1998 Plan is in the best interests of the Corporation, and therefore,
unanimously recommends that the shareholders vote FOR approval of the Option
Plan Resolution. Approval will be obtained if a majority of the votes cast are
in favour of the Option Plan Resolution.
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.
23
<PAGE>
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 2001,
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 January 7, 2001. 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 2001 calendar year, but fails to
notify the Corporation of such intention prior to March 25, 2001, 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, 1999 filed with the SEC
(other than the exhibits except as expressly requested). Requests should be
directed to Ed Dickinson, Chief Financial Officer, 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 27th day of April, 2000.
ALTAIR INTERNATIONAL INC.
By: /s/ William Long
-------------------
William Long, President
24
<PAGE>
SCHEDULE I
RESOLUTION OF THE SHAREHOLDERS
OF
ALTAIR INTERNATIONAL INC.
BE IT RESOLVED THAT:
1. the proposal to amend Section 3 of the 1998 Altair
International Inc. Stock Option Plan (the "1998 Plan"), a copy
of which (without the proposed amendment) is annexed as
Exhibit A to the Altair International Inc. management
information circular and proxy statement dated as of April 27,
2000 to increase the number of Common Shares that may be
issued and sold under the 1998 Plan from 2,000,000 shares to
4,100,000 shares be, and hereby is, adopted and approved by
the shareholders of the Corporation.
2. the number of Common Shares of the Corporation issuable
pursuant to the 1998 Plan be set at 4,100,000 Common Shares of
the Corporation; and
3. any director or officer of the Corporation be authorized and
directed to execute and deliver, under corporate seal or
otherwise, all such documents and instruments and to do all
such acts as in the opinion of such director or officer may be
necessary or desirable to give effect to this resolution.
25
<PAGE>
EXHIBIT A
1998 ALTAIR INTERNATIONAL INC.
STOCK OPTION PLAN
1. PURPOSE
-------
The purpose of this stock option plan (the "Plan") is to authorize the
grant to service providers for Altair International Inc. (the "Corporation") of
options to purchase common shares ("shares") of the Corporation's capital and
thus benefit the Corporation by enabling it to attract, retain and motivate
service providers by providing them with the opportunity, through share options,
to acquire an increased proprietary interest in the Corporation.
2. ADMINISTRATION
--------------
The Plan shall be administered by the board of directors of the
Corporation or a committee established by the board of directors for that
purpose (the "Committee"). Subject to approval of the granting of options by the
board of directors or Committee, as applicable, the Corporation shall grant
options under the Plan.
3. SHARES SUBJECT TO PLAN
----------------------
Subject to adjustment under the provisions of paragraph 12 hereof, the
aggregate number of shares of the Corporation which may be issued and sold under
the Plan will not exceed 2,000,000 shares. The total number of shares which may
be reserved for issuance to any one individual at any time under the Plan shall
not exceed 5% of the outstanding issue. The Corporation shall not, upon the
exercise of any option, be required to issue or deliver any shares prior to (a)
the admission of such shares to listing on any stock exchange on which the
Corporation's shares may then be listed, and (b) the completion of such
registration or other qualification of such shares under any law, rules or
regulation as the Corporation shall determine to be necessary or advisable. If
any shares cannot be issued to any optionee for whatever reason, the obligation
of the Corporation to issue such shares shall terminate and any option exercise
price paid to the Corporation shall be returned to the optionee.
4. LIMITS WITH RESPECT TO INSIDERS
-------------------------------
(a) The maximum number of shares which may be reserved for issuance to
insiders under the Plan, any other employer stock option plans or
options for services, shall be 10% of the shares issued and outstanding
at the time of the grant (on a non-diluted basis).
(b) The maximum number of shares which may be issued to insiders under the
Plan, together with any other previously established or proposed share
compensation arrangements, within any one year period shall be 10% of
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<PAGE>
the outstanding issue. The maximum number of shares which may be issued
to any one insider and his or her associates under the Plan, together
with any other previously established or proposed share compensation
arrangements, within a one year period shall be 5% of the shares
outstanding at the time of the grant (on a non-diluted basis).
(c) Any entitlement to acquire shares granted pursuant to the Plan, any
other employer stock option plans, options for services or any other
share compensation agreement, prior to the optionee becoming an
insider, shall be excluded for the purposes of the limits set out in
paragraphs (a) and (b) above.
5. ELIGIBILITY
-----------
Options shall be granted only to service providers for the Corporation.
The term "service providers for the Corporation" means (a) any full or part-time
employee or officer, or insider of the Corporation or any of its subsidiaries;
and (b) any other person or company engaged to provide ongoing management or
consulting services for the Corporation or any entity controlled by the
Corporation (any person in (a) or (b) hereinafter referred to as an "Eligible
Person"). The terms "insider", "controlled" and "subsidiary" shall have the
meanings ascribed thereto in the Securities Act (Ontario) from time to time.
Notwithstanding the foregoing, no person or entity shall qualify as an Eligible
Person solely on account of the person or entity having beneficial ownership of
more than 10 percent of the shares of the Corporation. Subject to the foregoing,
the board of directors or Committee, as applicable, shall have full and final
authority to determine the persons who are to be granted options under the Plan
and the number of shares subject to each option.
6. PRICE
-----
The purchase price (the "Price") for the shares of the Corporation
under each option shall be determined by the board of directors or Committee, as
applicable, on the basis of the market price, where "market price" shall mean
the prior trading day closing price of the shares of the Corporation on The
Toronto Stock Exchange (the "TSE") if the shares are listed on the TSE or if the
shares are not listed on the TSE, on any other stock exchange on which the
shares are listed or on any dealing network on which the shares are quoted for
trading, and where there is no such closing price, "market price" shall mean the
closing price on the last day on which a trade in the shares occurred on the TSE
or if the shares are not listed on the TSE, on any other stock exchange on which
the shares are listed or on any dealing network on which the shares are quoted
for unlisted trading privileges. In no event shall the Price be less than the
market price on the TSE, if the shares of the Corporation are then listed on
such exchange.
7. PERIOD OF OPTION AND RIGHTS TO EXERCISE
---------------------------------------
Subject to the provisions of this paragraph 7 and paragraphs 8, 9 and
10 below, options will be exercisable in whole or in part, and from time to
time, during the currency thereof. Options shall not be granted for a term
exceeding ten years. The shares to be purchased upon each exercise of any option
A-2
<PAGE>
(the "optioned shares") shall be paid for in full at the time of such exercise.
Except as provided in paragraphs 8, 9 and 10 below, no option which is held by a
service provider may be exercised unless the optionee is then a service provider
for the Corporation.
8. CESSATION OF PROVISION OF SERVICES
----------------------------------
Subject to paragraph 10 below, if any optionee who is a service
provider shall cease to be a service provider for the Corporation for any reason
(except as otherwise provided in paragraphs 9 or 10) the optionee may, but only
within the period of ninety days next succeeding such cessation and in no event
after the expiry date of the optionee's option, exercise the optionee's option.
9. DEATH OF OPTIONEE
-----------------
Subject to paragraph 10 below, in the event of the death of an optionee
during the currency of the optionee's option, the option theretofore granted to
the optionee shall be exercisable within, but only within, the period of one
year next succeeding the optionee's death, and in no event after the expiry date
of the option. Before expiry of an option under this paragraph 9, the board of
directors or Committee, as applicable, shall notify the optionee's
representative in writing of such expiry.
10. EXTENSION OF OPTION
-------------------
In addition to the provisions of paragraphs 8 and 9, the board of
directors or Committee, as applicable, may extend the period of time within
which an option held by a deceased optionee may be exercised or within which an
option may be exercised by an optionee who has ceased to be a service provider
for the Corporation, but such an extension shall not be granted beyond the
original expiry date of the option. Any extensions of options granted under this
Plan are subject to applicable regulatory approval.
11. NON-TRANSFERABILITY OF OPTION
-----------------------------
No option granted under the Plan shall be transferrable by an optionee
otherwise than by will or by the laws of descent and distribution, and such
option shall be exercisable, during an optionee's lifetime, only by the
optionee.
12. ADJUSTMENTS IN SHARES SUBJECT TO PLAN
-------------------------------------
The aggregate number and kind of shares available under the Plan shall
be appropriately adjusted in the event of a reorganization, recapitalization,
stock split, stock dividend, combination of shares, merger, consolidation,
rights offering or any other change in the corporate structure or shares of the
Corporation. The options granted under the Plan may contain such provisions as
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<PAGE>
the board of directors, or Committee, as applicable, may determine with respect
to adjustments to be made in the number and kind of shares covered by such
options and in the option price in the event of any such change.
13. AMENDMENT AND TERMINATION OF THE PLAN
-------------------------------------
The board of directors may at any time amend or terminate the Plan, but
where amended, such amendment is subject to regulatory approval.
14. EFFECTIVE DATE OF THE PLAN
--------------------------
The Plan becomes effective on the date of its approval by the
shareholders of the Corporation.
15. EVIDENCE OF OPTIONS
-------------------
Each option granted under the Plan shall be embodied in a written
option agreement between the Corporation and the optionee which shall give
effect to the provisions of the Plan.
16. EXERCISE OF OPTION
------------------
Subject to the provisions of the Plan and the particular option, an
option may be exercised from time to time by delivering to the Corporation at
its registered office a written notice of exercise specifying the number of
shares with respect to which the option is being exercised and accompanied by
payment in cash or certified cheque for the full amount of the purchase price of
the shares then being purchased.
Upon receipt of a certificate of an authorized officer directing the
issue of shares purchased under the Plan, the transfer agent is authorized and
directed to issue and countersign share certificates for the optioned shares in
the name of such optionee or the optionee's legal personal representative or as
may be directed in writing by the optionee's legal personal representative.
17. VESTING RESTRICTIONS
--------------------
Options may, at the discretion of the board of directors or Committee,
as applicable, provide that the number of shares which may be acquired pursuant
to the option shall not exceed a specified number or percentage each year during
the term of the options.
18. NOTICE OF SALE OF ALL OR SUBSTANTIALLY ALL SHARES OR ASSETS
-----------------------------------------------------------
If at any time when an option granted under this Plan remains
unexercised with respect to any optioned shares:
A-4
<PAGE>
(a) the Corporation seeks approval from its shareholders for a transaction
which, if completed, would constitute an Acceleration Event; or
(b) a third party makes a bona fide formal offer or proposal to the
Corporation or its shareholders which, if accepted, would constitute an
Acceleration Event;
the Corporation shall notify the optionee in writing of such transaction, offer
or proposal as soon as practicable and, provided that the board of directors or
Committee, as applicable, has determined that no adjustment shall be made
pursuant to section 12 hereof, (i) the board of directors or Committee, as
applicable, may permit the optionee to exercise the option granted under this
Plan, as to all or any of the optioned shares in respect of which such option
has not previously been exercised (regardless of any vesting restrictions),
during the period specified in the notice (but in no event later than the expiry
date of the option), so that the optionee may participate in such transaction,
offer or proposal; and (ii) the board of directors or Committee, as applicable,
may require the acceleration of the time for the exercise of the said option and
of the time for the fulfilment of any conditions or restrictions on such
exercise.
For these purposes, an Acceleration Event means:
(a) the acquisition by any "offeror" (as defined in Part XX of the
Securities Act (Ontario)) of beneficial ownership of more than 50% of
the outstanding voting securities of the Corporation, by means of a
takeover bid or otherwise;
(b) any consolidation or merger of the Corporation in which the Corporation
is not the continuing or surviving corporation or pursuant to which
shares of the Corporation would be converted into cash, securities or
other property, other than a merger of the Corporation in which
shareholders immediately prior to the merger have the same
proportionate ownership of stock of the surviving corporation
immediately after the merger;
(c) any sale, lease exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all of the
assets of the Corporation; or
(d) the approval by the shareholders of the Corporation of any plan of
liquidation or dissolution of the Corporation.
19. RIGHTS PRIOR TO EXERCISE
------------------------
An optionee shall have no rights whatsoever as a shareholder in respect
of any of the optioned shares (including any right to receive dividends or other
distributions therefrom or thereon) other than in respect of optioned shares in
respect of which the optionee shall have exercised the option to purchase
hereunder and which the optionee shall have actually taken up and paid for.
A-5
<PAGE>
20. GOVERNING LAW
-------------
This Plan shall be construed in accordance with and be governed by the
laws of the Province of Ontario and shall be deemed to have been made in said
Province, and shall be in accordance with all applicable securities laws.
21. EXPIRY OF OPTION
----------------
On the expiry date of any option granted under the Plan, and subject to
any extension of such expiry date permitted in accordance with the Plan, such
option hereby granted shall forthwith expire and terminate and be of no further
force or effect whatsoever as to such of the optioned shares in respect of which
the option has not been exercised.
22. APPROVAL
--------
The Plan has been approved by the shareholders of the Corporation on
June 11, 1998.
DATED at Toronto, Ontario, this 11th day of June, 1998.
By: /s/ William Long
--------------------
William Long, President
A-6
<PAGE>
ALTAIR INTERNATIONAL INC.
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual and special 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
1st day of June, 2000, 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, 1999, 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;
4. To consider and vote upon a proposed amendment to the 1998 Altair
International Inc. Stock Option Plan to increase the number of common
shares of the Corporation that may be issued and sold pursuant to such
plan from 2,000,000 common shares to 4,100,000 common shares;
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, 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, 1999, 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 27th day of April, 1999.
BY ORDER OF THE BOARD
By: /s/ William Long
--------------------
William P. Long
President
<PAGE>
ALTAIR INTERNATIONAL INC.
PROXY
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
JUNE 1, 2000
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 and special meeting
of shareholders of the Corporation (the "Meeting") to be held on the 1st day of
June, 2000 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.
[See Reverse Side]
<PAGE>
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.
(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 Robert Sheldon
2. Proposal in respect to the appointment of McGovern, Hurly,
Cunningham, LLP, Chartered Accountants, as auditors of the Corporation and to
authorize the board of directors to fix their remuneration.
[ ] FOR [ ] AGAINST/WITHHOLD
3. Ordinary resolution approving an amendment to the 1998 Altair
International Inc. Stock Option Plan increasing the aggregate number of shares
reserved and available for issuance thereunder from 2,000,000 common shares to
4,100,000 common shares, a copy of which resolution is annexed as Schedule I to
the management information circular and proxy statement of the Corporation dated
as of April 27, 2000.
[ ] FOR [ ] AGAINST [ ] WITHHOLD
4. 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, 2
AND 3, 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 , 2000.
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.
