SCHEDULE 14A INFORMATION
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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
GOLDEN QUEEN MINING CO. LTD.
(Name of Registrant as Specified In Its Charter)
Golden Queen Mining Co. Ltd.
Green Flag Building, Suite 211-A
104 South Freya
Spokane, Washington 99202
Telephone: (509) 535-4022
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a6(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:
4) Proposed maximum aggregate value of transaction:
[ ] 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.
<PAGE>
GOLDEN QUEEN MINING CO. LTD.
Notice of Annual General Meeting
to be held on June 2, 1998
To Holders of Common Shares:
The Annual General Meeting (the "Meeting") of Golden Queen Mining Co. Ltd.
(the "Company") will be held at the offices of Lawson Lundell Lawson &
McIntosh, 1600 - 925 West Georgia Street, Vancouver, British Columbia, on
Tuesday, June 2, 1998 at 10:30 a.m., Vancouver time, for the following
purposes:
1. To receive the report of the directors, the audited consolidated
financial statements of the Company for the year ended December
31, 1997 and the report of the auditors thereon;
2. To elect directors for the ensuing year;
3. To appoint auditors for the ensuing year and to authorize the
directors to fix the remuneration to be paid to the auditors;
4. To approve a reduction of the exercise price of certain options
previously granted to directors, officers and employees of the Company
and its subsidiary; and
5. To transact any other business that may properly come before the
Meeting or any adjournment thereof.
The board of directors has fixed the close of business on April 27, 1998 as
the record date for determining holders of common shares who are entitled
to vote at the Meeting.
The report of the directors, the audited consolidated financial statements
of the Company for the year ended December 31, 1997 and the report of the
auditors thereon are contained in the Annual Report dated December 31, 1997
accompanying this Notice of Annual General Meeting.
Holders of common shares who are unable to be present at the Meeting are
requested to date, execute and return the accompanying form of proxy to
Montreal Trust Company of Canada, 510 Burrard Street, Vancouver, British
Columbia, Canada V6C 3B9 (a self-addressed envelope is enclosed) or to the
Company's registered and records office at 1600 - 925 West Georgia Street,
Vancouver, British Columbia, Canada V6C 3L2, in either case prior to 10:30
a.m., Vancouver time, on Friday, May 29, 1998.
DATED at Spokane, Washington, this 27th day of April, 1998.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Bernard F. Goodson
- ----------------------------------------------
Vice-President - Administration and Controller
<PAGE>
GOLDEN QUEEN MINING CO. LTD.
==========================================================================
PROXY STATEMENT AND INFORMATION CIRCULAR
==========================================================================
Dated as of April 27, 1998
In this Proxy Statement and Information Circular, all references to "$" are
references to United States dollars and all references to "C$" are
references to Canadian dollars.
GENERAL PROXY INFORMATION
SOLICITATION OF PROXIES
THIS PROXY STATEMENT AND INFORMATION CIRCULAR IS FURNISHED IN CONNECTION
WITH THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF GOLDEN QUEEN MINING
CO. LTD. (THE "COMPANY") FOR USE AT THE ANNUAL GENERAL MEETING (THE
"MEETING") OF THE COMPANY TO BE HELD ON TUESDAY, JUNE 2, 1998 AT THE TIME
AND PLACE AND FOR THE PURPOSES SET OUT IN THE ACCOMPANYING NOTICE OF ANNUAL
GENERAL MEETING. This Proxy Statement and Information Circular and the
accompanying Notice of Annual General Meeting and form of proxy are
expected to be mailed to shareholders of the Company on or about May 5,
1998.
The cost of solicitation will be borne by the Company. The solicitation
will be made primarily by mail. Proxies may also be solicited personally
or by telephone by certain of the Company's directors, officers and regular
employees, who will not receive additional compensation therefor. In
addition, the Company will reimburse brokerage firms, custodians, nominees
and fiduciaries for their expenses in forwarding solicitation materials to
beneficial owners. The total cost of proxy solicitation, including legal
fees and expenses incurred in connection with the preparation of this Proxy
Statement and Information Circular, is estimated to be $10,000.
VOTING BY PROXIES
The form of proxy accompanying this Proxy Statement and Information
Circular confers discretionary authority upon the proxy nominee with
respect to any amendments or variations to matters identified in the Notice
of Annual General Meeting and any other matters which may properly come
before the Meeting. As at the date of this Proxy Statement and Information
Circular, management is not aware of any such amendments or variations, or
any other matters to be presented for action at the Meeting.
If the instructions in a proxy given to management are certain, the shares
represented by proxy will be voted or withheld from voting in accordance
with the instructions of the shareholder as specified in the proxy with
respect to the matter to be acted on. IF A CHOICE IS NOT SO SPECIFIED WITH
RESPECT TO ANY SUCH MATTER, THE SHARES REPRESENTED BY A PROXY GIVEN TO
MANAGEMENT ARE INTENDED TO BE VOTED IN FAVOUR OF THE MATTERS REFERRED TO IN
THE FORM OF PROXY ACCOMPANYING THIS PROXY STATEMENT AND INFORMATION
CIRCULAR. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE
A SHAREHOLDER) TO ATTEND AND ACT FOR HIM AND ON HIS BEHALF AT THE MEETING
OTHER THAN THE PERSONS DESIGNATED IN THE FORM OF PROXY AND MAY EXERCISE
SUCH RIGHT BY INSERTING THE NAME IN FULL OF THE DESIRED PERSON IN THE BLANK
SPACE PROVIDED IN THE FORM OF PROXY AND STRIKING OUT THE NAMES NOW
DESIGNATED.
REVOCABILITY OF PROXIES
In addition to revocation in any other manner provided by law, a
shareholder executing the enclosed form of proxy has the power to revoke it
by instrument in writing executed by the shareholder or his attorney
1
<PAGE>
authorized in writing or, where the shareholder is a corporation, by a duly
authorized officer or attorney of the corporation. The instrument of
revocation must be delivered to the registered and records office of the
Company, at the address specified in the Notice of Annual General Meeting,
at any time up to and including the last business day preceding the date of
the Meeting or any adjournment thereof, or to the chairman of the Meeting
on the day of the Meeting or any adjournment thereof.
VOTING SECURITIES AND CERTAIN OWNERS AND MANAGEMENT
As at April 27, 1998, there were 29,560,641 outstanding common shares of
the Company ("Common Shares"), each of which carries the right to one vote
at meetings of the shareholders of the Company. Holders of the outstanding
Common Shares whose names are entered on the register of shareholders of
the Company at the close of business on April 27, 1998, the record date,
will be entitled to attend in person or appoint a proxy nominee to attend
the Meeting and such persons will be entitled to vote on a show of hands
and, on a poll, will be entitled to one vote for each of the Common Shares
held on that date.
Pursuant to the British Columbia Company Act (the "Company Act") and the
Company's Articles, the affirmative vote of a majority of the votes cast by
the holders of Common Shares represented in person or by proxy at the
Meeting is required for the election of directors and the approval of all
other matters presented for action at the Meeting.
Abstentions and broker non-votes will be treated as present for purposes of
obtaining a quorum with respect to all matters to be considered at the
Meeting, but will not be counted for or against any of the proposals to be
voted upon at the Meeting.
The following table sets out, as at April 27, 1998, the names of, and
number of Common Shares beneficially owned by, or over which control or
direction is exercised by, persons known to the Company to own, or exercise
control or direction over, more than five percent of the outstanding Common
Shares; the names of, and number of shares beneficially owned by, or over
which control or direction is exercised by, each director and officer of
the Company; and the number of shares beneficially owned by, or over which
control or direction is exercised by, all directors and officers as a
group. At such date, an aggregate of 31,837,309 Common Shares were
outstanding or deemed to be outstanding pursuant to presently exercisable
options, warrants and conversion rights.
Amount and Nature of
Beneficial Ownership
(all direct unless Percent
Name of Owner otherwise noted) of Class
- ------------- -------------------- --------
Steven W. Banning (1), (2) 1,062,000 3.34 %
Bernard Goodson (3) 100,000 0.31 %
Richard W. Graeme (4) 200,000 0.63 %
Gordon C. Gutrath (1), (5) 220,000 0.69 %
Jerrold W. Schramm (1), (6) 115,000 0.36 %
Chester Shynkaryk (1), (7) 414,508 1.30 %
Edward G. Thompson (1), (8) 213,300 0.67 %
Christopher M.T. Thompson (9) 310,300 0.98 %
- ---------------------------------------------------------------------------
All directors and executive officers
as a group (8 persons) (10) 2,635,108 8.28 %
- ---------------------------------------------------------------------------
Harris Clay (11) 2,469,639 7.76 %
2
<PAGE>
Landon T. Clay (12) 2,030,622 6.38 %
Goodman and Company (13) 4,585,800 14.40%
__________________
(1) Currently a director of the Company.
(2) Includes presently exercisable options to purchase 936,667 Common
Shares.
(3) Includes presently exercisable options to purchase 66,667 Common
Shares.
(4) Includes presently exercisable options to purchase 200,000 Common
Shares.
(5) Includes presently exercisable options to purchase 115,000 Common
Shares.
(6) Includes presently exercisable options to purchase 115,000 Common
Shares.
(7) Includes presently exercisable options to purchase 200,000 Common
Shares.
(8) Includes presently exercisable options to purchase 155,000 Common
Shares.
(9) Includes presently exercisable options to purchase 155,000 Common
Shares.
(10) See notes 2 through 9 above.
(11) Consists of: 1,094,172 shares held directly by Mr. Harris Clay;
577,250 shares held by Arctic Coast Petroleum Ltd., with which Mr.
Clay is affiliated for the purposes of disclosure required by United
States securities laws; and 798,217 shares held by the estate of an
individual of which Mr. Clay is the executor.
(12) Consists of: 1,422,595 shares held directly by Mr. Landon Clay; 4,663
shares held by the LTC Corp. Profit Sharing and Retirement Plan, of
which Mr. Clay is a trustee; 26,114 shares held by LTC Corp., with
which Mr. Clay is affiliated; 577,250 shares held by Arctic Coast
Petroleum Ltd., with which Mr. Clay is affiliated for the purposes of
disclosure required by United States securities laws. In addition,
Mr. Clay is related to two charitable trusts, The Landon T. Clay
Charitable Lead Trust Dated 11/30/83 and The Landon T. Clay Charitable
Lead Trust II, which hold in aggregate 3,039,842 shares. As Mr. Clay
has no beneficial interest in and does not, directly or indirectly,
exercise control or direction over either of the trusts, he expressly
disclaims any interest therein.
(13) Goodman and Company is a Canadian investment dealer. The shares noted
in the table are held by various funds that are managed by Goodman and
Company.
ITEM 1. ELECTION OF DIRECTORS
Each of the persons whose name appears in the table below is proposed by
the management of the Company to be nominated for election as a director of
the Company to serve until the next Annual General Meeting of the
shareholders or until he sooner ceases to hold office. Pursuant to the
Company Act, a majority of the directors of the Company must be ordinarily
resident in Canada and at least one director must be ordinarily resident in
British Columbia.
The following information concerning the respective nominees has been
furnished by them.
<TABLE>
<CAPTION>
Director
Name, Position and Residence Age Business Experience Since
- ---------------------------- --- ------------------- ---------
<S> <C> <C> <C>
STEVEN W. BANNING (1) 46 Mr. Banning has been the President December 1995
President, Chief Executive Officer and Chief Executive Officer of the
and Director Company since 1995. From 1986 through
Greenacres, Washington 1995, he was employed by Pegasus Gold
Inc., last serving as its Vice President,
Operations. Mr. Banning graduated from
Montana College of Mineral Science &
Technology in 1974 with a degree in
mineral dressing engineering.
GORDON C. GUTRATH (1) 60 Since November of 1995, Mr. Gutrath August 1987
Director has also served as the Chairman of
Vancouver, British Columbia Queenstake Resources Ltd., which he founded
in 1977. Previously, he served as its
President from 1977 until November 1995.
Mr. Gutrath is a professional geologist and
a registered professional engineer in
British Columbia. He
3
<PAGE>
Name, Position and Residence Age Business Experience Since
- ---------------------------- --- ------------------- ---------
graduated from the University of
British Columbia in 1960 with
a degree in geology.
JERROLD W. SCHRAMM (2) 37 Mr. Schramm is a partner in the law February 1996
Director firm of Lawson Lundell Lawson &
North Vancouver, British Columbia McIntosh, a position he has held since
February 1994. He was an associate with
the firm from August 1987 to January 1994.
He obtained an undergraduate degree in
commerce from the University of British
Columbia in 1983 and a law degree from
the University of Toronto in 1986.
CHESTER SHYNKARYK (2) 53 Mr. Shynkaryk served as the President November 1985
Director of the Company from 1985 to 1995.
Richmond, British Columbia Since 1996, he has also served as
the President of Visionary Mining
Corporation, a mineral exploration
company.
CHRISTOPHER M. T. THOMPSON (1) 50 Since 1992, Mr. Thompson has also January 1997
Director served as the President of Castle
Littleton, Colorado Group, Inc. (a gold mining investment
management company) and, from January
1984 to October 1992, he was employed
by Fulcrum Management, Inc., last
serving as its Chief Financial Officer.
Mr. Thompson received a degree in law
and economics from Rhodes University
in South Africa in 1969 and a Master
of Science degree from Bradford University
in the United Kingdom in 1971.
EDWARD G. THOMPSON (2) 61 Mr. Thompson was elected Chairman November 1994
Director of the board of directors of the
Toronto, Ontario of the Company on January 29, 1997.
Since 1990, he has also served as
the President of E. G. Thompson
Mining Consultants Inc., which he
owns. Mr. Thompson graduated from
the University of Toronto in 1959
with a degree in mining geology
and in 1960 earned a degree
in economic geology.
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
</TABLE>
An advance notice of meeting inviting nominations for election as
directors, as required by section 111 of the Company Act, was published in
The Vancouver Sun newspaper on April 2, 1998. Copies of such advance
notice of meeting have been delivered to certain regulatory authorities as
required by the regulations under the Company Act.
ITEM 2. APPOINTMENT OF AUDITORS
BDO Dunwoody were appointed the auditors of the Company on November 13,
1996 and presently serve in such capacity. At the Meeting, management of
the Company will propose the reappointment of BDO Dunwoody as auditors of
the Company to hold office until the next annual general meeting of the
Company and will also propose that the directors be authorized to fix the
remuneration to be paid to the auditors.
4
<PAGE>
ITEM 3. APPROVAL OF AMENDMENT OF OPTIONS
At a meeting held on January 28, 1998, the board of directors of the
Company determined, subject to the approval of The Toronto Stock Exchange
(the "TSE") and the Company's shareholders, to reduce to C$1.00 per share
the exercise price of all options held by directors, officers and employees
of the Company and its subsidiary which had previously been granted with
exercise prices in excess of C$1.00 per share.
The following is a summary of all such outstanding options:
<TABLE>
<CAPTION>
Name of Option Holder Date of Grant No. of Options Exercise Price
- --------------------- ------------- -------------- --------------
<S> <C> <C> <C>
Gordon Gutrath (1) September 21, 1994 90,000 C$1.50
Edward Thompson (1),(2) November 24, 1994 70,000 1.45
February 21, 1996 20,000 1.51
January 29, 1997 40,000 2.70
Jerrold W. Schramm (1) January 29, 1997 90,000 2.70
Christopher M.T. Thompson (1),(2) September 21, 1994 130,000 1.50
Steven W. Banning (1),(2),(3) December 1, 1995 680,000 1.35
February 21, 1996 130,000 1.51
October 4, 1996 190,000 2.43
Richard Graeme (3) February 21, 1996 200,000 1.51
Bernard F. Goodson (3) May 21, 1996 100,000 3.00
Raymond Grant (2) February 21, 1996 90,000 1.51
Edward Orbock III (3) July 20, 1995 20,000 1.35
Joanne Kientz (4) July 20, 1995 20,000 1.35
Guy Sande (3) July 20, 1995 20,000 1.35
Tony Casagranda (3) June 27, 1996 50,000 2.30
Pam Medley (3) November 19, 1996 10,000 2.60
David Rubio (3) November 19, 1996 50,000 2.60
Frank Hyder (3) November 19, 1996 25,000 2.60
Keith Gainey (3) March 25, 1997 20,000 3.20
Steve Tintle (3) March 25, 1997 50,000 3.20
(1) Director of the Company.
(2) Director of the Subsidiary.
(3) Employee of the Subsidiary.
(4) Treasurer of the Subsidiary.
</TABLE>
The Company's directors determined that the repricing of the options was
appropriate in light of current market conditions. Given recent historical
low gold price levels, the directors were concerned that the outstanding
options did not provide the incentive intended to be provided by such
options. In particular, the directors considered that the advanced stage
of the Company's Soledad Mountain Project, which has now received all
required construction permits, and the Company's successful efforts in
defining substantial project reserves, warranted this action to ensure that
the individuals who have contributed to the Company's success to this point
in its development are encouraged to remain with the Company at this
critical stage while it continues its efforts to obtain project financing
and commence production.
At the time the directors of the Company determined to reduce the exercise
price of these options, the closing price of the Common Shares on the TSE
was C$0.68 per share. The amended exercise price for the options exceeds
such closing price by 47%.
Outstanding options to purchase a total of 205,000 Common Shares were
previously granted with exercise prices of less than C$1.00 per share and
have therefore not been amended.
5
<PAGE>
The TSE has approved the repricing of these options, subject to shareholder
approval and the fulfillment of other customary conditions.
Pursuant to the rules of the TSE, the amendment of these options to
purchase Common Shares requires approval by a majority of the votes cast at
a meeting of shareholders of the Company, other than votes attaching to
shares beneficially owned by persons who have a personal interest in the
subject matter of the vote or their associates. To the knowledge of
management, the number of Common Shares beneficially owned by such persons,
which will not be counted for the purpose of determining whether the
required level of shareholder approval has been obtained, is 1,054,800.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN
FAVOUR OF THE RATIFICATION, CONFIRMATION AND APPROVAL OF THE AMENDMENT OF
THESE OPTIONS TO PURCHASE COMMON SHARES.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets out the annual compensation, long term
compensation and all other compensation paid, during the Company's
financial years ended December 31, 1997, December 31, 1996 and May 31, 1996
to: Steven W. Banning, the President and Chief Executive Officer of the
Company; Richard W. Graeme, the Vice-President - Operations of the Company;
and Bernard F. Goodson, the Vice-President - Administration and Controller
of the Company (collectively, the "Named Executive Officers").
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------------------- ----------------------
Securities
Other Under Options
Name and Principal Financial Annual Granted (2)
Position Year Ended (1) Salary Bonus Compensation (#)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Steven W. Banning Dec. 31, 1997 $220,000 - $3,600 (3) -
President and Dec. 31, 1996 118,333 - 2,100 (3) 190,000 (4)
Chief Executive Officer May 31, 1996 (5) 100,000 - 1,800 (3) 810,000 (4)
Richard W. Graeme Dec. 31, 1997 $125,000 - - -
Vice-President - Dec. 31, 1996 64,167 - - -
Operations May 31, 1996 (6) 36,667 - - 200,000
Bernard F. Goodson Dec. 31, 1997 $ 86,000 - $3,600 (3) -
Vice-President - Dec. 31, 1996 46,669 - 2,100 (3) -
Administration and May 31, 1996 (7) 6,667 - 300 (3) 100,000
Controller
</TABLE>
(1) The first year shown in the foregoing table for each of the Named
Executive Officers covers the year ended December 31, 1997. The
second and third years shown in the table are for the seven-month
period ended December 31, 1996 and the year ended May 31, 1996,
respectively.
(2) Represents options to purchase Common Shares granted during the year.
(3) Represents automobile allowances paid to Mr. Banning and Mr. Goodson.
(4) These options were granted pursuant to the terms of Mr. Banning's
employment agreement: options to purchase 680,000 Common Shares,
exercisable at C$1.35 ($0.99) per share, were granted on December 1,
1995; options to purchase an additional 130,000 Common Shares,
exercisable at C$1.51 ($1.11) per share, were granted on February 21,
1996; and options to purchase the remaining 190,000 Common Shares,
exercisable at C$2.43 ($1.79) per share, were granted in November 1996
following shareholder approval of certain amendments to the Company's
stock option plan. Pursuant to Mr. Banning's employment agreement,
the Company has agreed to make certain payments to Mr. Banning in
connection with the exercise by him of certain of such options. See
"Termination of Employment, Change in Responsibilities and Employment
Contracts".
(5) Mr. Banning was employed by the Company for six months during the
fiscal year ended May 31, 1996.
(6) Mr. Graeme was employed by the Company for four months during the
fiscal year ended May 31, 1996.
(7) Mr. Goodson was employed by the Company for one month during the
fiscal year ended May 31, 1996.
6
<PAGE>
TABLE OF AGGREGATED OPTIONS EXERCISED DURING THE FINANCIAL YEAR ENDED
DECEMBER 31, 1997 AND FINANCIAL YEAR-END OPTION VALUES
The following table sets out certain information with respect to options to
purchase Common Shares exercised by the Company's Named Executive Officers
during the financial year ended December 31, 1997 and options held by them
at the end of such year.
<TABLE>
<CAPTION>
Value of
Unexercised
Unexercised in-the-Money
Options at Options
December 31, at December
Securities Aggregate 1997 31, 1997
Acquired on Value (#) (C$)
Exercise Realized Exercisable/ Exercisable/
Name (#) (C$) Unexercisable Unexercisable (1)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Steven W. Banning - - 893,334/106,666 -/-
Richard W. Graeme - - 133,334/ 66,666 -/-
Bernard F. Goodson - - 66,667/ 33,333 -/-
(1) The closing price of the Common Shares on the TSE on December 31, 1997 was C$0.90. None of these
options were in-the-money at such date and, accordingly, none of such options had any value.
</TABLE>
TERMINATION OF EMPLOYMENT, CHANGE IN RESPONSIBILITIES AND EMPLOYMENT
CONTRACTS
During its financial year ended May 31, 1996, the Company, through its
subsidiary, entered into employment agreements with Mr. Banning, Mr. Graeme
and Mr. Goodson. Each of such agreements provides for the payment of
salary and bonuses, the granting of certain options to purchase Common
Shares and the provision of certain benefits, including those offered to
employees generally.
In addition, such agreements also contain certain provisions relating to
the compensation of the employee in the event of termination of employment
(other than for cause). If the Company terminates an employee's employment
for any reason other than for cause, the Company is required to pay the
employee an amount equal to 24 months' salary in the case of Mr. Banning,
Mr. Graeme and Mr. Goodson. The employee may terminate his employment upon
six months' prior written notice to the Company.
The agreements also provide that if there is a "change in control" (as
defined in the agreements) of the Company and the employee's employment is
subsequently terminated (unless such termination is for cause or by the
employee for other than "good reason" (as defined in the agreements)), the
employee is entitled to receive a lump sum severance payment equal to two
times the employee's then current annual base salary in the case of Mr.
Banning, Mr. Graeme and Mr. Goodson. In addition, all benefits then
provided to the employee will be continued for a period of 24 months after
termination in the case of Mr. Banning, Mr. Graeme and Mr. Goodson. Any
existing stock options then held by the employee will vest immediately and
may be exercised by the employee at any time within three months following
the date of his termination.
Pursuant to Mr. Banning's employment agreement, the Company has granted to
Mr. Banning options to purchase an aggregate of 1,000,000 Common Shares.
Because the Company was unable to grant all of such options on the date
that it agreed to do so, the Company has agreed to pay to Mr. Banning, on
the exercise by him in the future of options to purchase each of 130,000
Common Shares (which were granted on February 21, 1996), the difference
between C$1.51 per share (the exercise price of such options on the date of
grant) and C$1.35 per share (the market price of the Common Shares on the
date the Company agreed to grant such options to Mr. Banning) and, on the
exercise by him in the future of options to purchase each of 190,000 Common
Shares (which were granted on October 4, 1996), the difference between
C$2.43 (the exercise price of such options on the date of grant) and C$1.35
per share. Mr. Banning has agreed to relinquish his rights to receive such
payments in the event that the shareholders of
7
<PAGE>
the Company approve the reduction of the exercise price of certain options
to purchase Common Shares previously granted by the Company (including
those options granted to Mr. Banning) as described above under the heading
"Approval of Amendment of Options".
COMPOSITION OF THE COMPENSATION COMMITTEE
The members of the Compensation Committee during the year ended December
31, 1997 were Edward G. Thompson, Chairman, Chester Shynkaryk and Jerrold
W. Schramm. Mr. Shynkaryk was President of the Company until December
1, 1995 and has served as the Secretary of the Company since such time.
Mr. Schramm is a partner of the law firm of Lawson Lundell Lawson &
McIntosh, the Company's counsel.
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the board of directors is responsible for
reviewing and approving the remuneration of the senior management of the
Company, including the President and Chief Executive Officer, and other
executive officers. The guiding philosophy of the Compensation Committee
in the determination of executive compensation is ensuring that the Company
is able to attract the best possible candidates for management positions,
given the high level of competition for competent management in the mining
industry, and to align the interests of management with those of the
Company's shareholders.
The Company's executive compensation policies are designed to recognize and
reward individual contribution, performance and level of responsibility and
ensure that the compensation levels remain competitive with other precious
metals development and mining companies. The key components of total
compensation are base salary and incentives.
The Compensation Committee uses industry compensation data as a basis for
determining appropriate base salary ranges for the executive officers.
Within these ranges, the base salaries of the executive officers are
established to reflect the individual executive's proven and expected
contribution and responsibility.
Stock options are granted to executive officers to align the financial
interests of management with the interests of shareholders of the Company
and to encourage executive officers to focus on strategies and results that
enhance shareholder value in the longer term. The number of options to
purchase Common Shares granted to each individual will depend largely on
his level of responsibility and contribution to the Company's performance.
The Compensation Committee considers, on an ongoing basis, the
appropriateness and effectiveness of the Company's executive compensation
policies, given prevailing circumstances. With its decision to pursue the
development of its Soledad Mountain Project, the successful completion of a
C$7.7 million equity financing during the calendar year ended December 31,
1997 and the success of the Company's ongoing efforts to delineate Project
reserves, the Compensation Committee considers that the Company has reached
a significant stage in its development. It is expected that the Company's
executive compensation policies will be adjusted to include components
intended to reward management for operational and financial performance.
In particular, it is contemplated that, in the future, the Company may pay
cash bonuses, to the extent it has sufficient resources available for this
purpose, to individuals for exceptional performance in meeting specific
objective goals.
Submitted by the Compensation Committee.
Edward G. Thompson (Chairman)
Jerrold W. Schramm
Chester Shynkaryk
8
<PAGE>
PERFORMANCE GRAPH
The following line graph and table illustrate the annual percentage change
in the cumulative total return on the Common Shares, assuming an initial
investment of $100, as compared to the TSE Gold and Precious Metals Index,
for the period from May 31, 1993 to December 31, 1997:
<TABLE>
<CAPTION>
May 31, May 31, May 31, May 31, December December
1993 1994 1995 1996 31, 1996 31, 1997
------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Company 100.0 300.2 630.5 1526.1 1401.0 450.3
TSE Gold and Precious
Metals Index 100.0 119.8 121.4 154.3 132.1 74.6
</TABLE>
COMPENSATION OF DIRECTORS
The Company does not pay directors' fees. While the Company has no written
policy or standard arrangements in this regard, it is currently the policy
of the Company to grant options to purchase Common Shares to its directors
under the Company's 1996 Stock Option Plan (the "Plan"). Generally, each
director is initially granted options to purchase an aggregate of 90,000
Common Shares and such additional number of Common Shares as may be
appropriate in particular circumstances given other responsibilities
assumed by the director in the Company's affairs and contributions made by
such director to the Company. Additional options are granted from time to
time to the extent deemed appropriate.
The Plan provides for the issuance of options to purchase Common Shares to
the directors, officers and employees of the Company and its subsidiaries.
The Plan is administered by the Compensation Committee of the board of
directors of the Company. The Plan provides that a maximum of 3,300,000
Common Shares will be reserved, set aside and made available for issuance
pursuant to options granted from time to time under the Plan, provided
that, under the terms of the Plan, no person is entitled to be granted
options to purchase Common Shares constituting more than 5% of the number
of outstanding Common Shares.
The Plan provides that the exercise price of each option granted shall not
be less than the market price of the Common Shares on the TSE when the
option is granted. The Plan provides that all options granted under such
plan will expire not later than five years after the date of grant and,
unless otherwise specifically determined at the time of the grant of any
option, all options granted under the Plan expire 39 months after the date
on which they are granted.
Options granted to employees of the Company and its subsidiaries under the
Plan will vest, as to one-third of the number of Common Shares issuable
upon the exercise of the options granted, on the date of grant and, as to
an additional one-third of such number of Common Shares, on each of the
next two anniversaries of such date. Options granted under the Plan to
other persons vest immediately on the date of grant.
9
<PAGE>
Options granted under the Plan are not transferable, other than by will or
other testamentary instrument or the laws of succession. The Plan provides
that where an optionee is dismissed, removed or otherwise ceases to be a
director, officer or employee of the Company or its subsidiaries (other
than for cause or as a result of his or her retirement or death), all
unexercised options held by such person terminate on the earlier of 60 days
after the optionee ceases to be a director, officer or employee of the
Company or its subsidiaries or the normal expiry date of such unexercised
options. Under the Plan, an optionee who retires at or after the age of 60
or after 20 years of employment by the Company or any of its subsidiaries
may exercise vested options held by him or her at the date of retirement in
accordance with the terms of such options as though the optionee had not
retired. Options held by an optionee under the Plan at the time of his or
her death will terminate on the earlier of one year after the date of death
of the optionee or the normal expiry date of such options. In the event
that an optionee is dismissed as a director, officer or employee of the
Company or one of its subsidiaries for cause, all unexercised options held
by such person immediately terminate.
The following table sets out certain information with respect to options to
purchase Common Shares granted to the directors of the Company, other than
the Company's Named Executive Officers, since the commencement of the
Company's financial year ended December 31, 1997.
<TABLE>
<CAPTION>
% of Total Market
Options Value of
Granted Securities
to All Underlying
Employees Exercise Options on
Securities in the or Base the Date of
Under Options Financial Price Grant Date of Expiration
Name of Director Granted (#) Year (C$/Share) (C$/Share) Grant Date
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gordon C. 25,000 20.0% 1.00 0.68 Jan. 28, Jan. 28,
Gutrath 1998 2003
Jerrold W. 25,000 20.0% 1.00 0.68 Jan. 28, Jan. 28,
Schramm 1998 2003
Chester 25,000 20.0% 1.00 0.68 Jan. 28, Jan. 28,
Shynkaryk 1998 2003
Christopher M.T. 25,000 20.0% 1.00 0.68 Jan. 28, Jan. 28,
Thompson 1998 2003
Edward G. 25,000 20.0% 1.00 0.68% Jan. 28, Jan. 28,
Thompson 1998 2003
</TABLE>
There are no other arrangements under which directors of the Company were
compensated by the Company during the year ended December 31, 1997 for
their services in their capacity as directors and, without limiting the
generality of the foregoing, no additional amounts are payable under any
standard arrangements for committee participation or special assignments,
except that the Articles of the Company provide that the directors are
entitled to be paid reasonable travelling, hotel and other expenses
incurred by them in the performance of their duties as directors. The
Company's Articles also provide that if a director is called upon to
perform any professional or other services for the Company that, in the
opinion of the directors, is outside of the ordinary duties of a director,
such director may be paid a remuneration to be fixed by the directors and
such remuneration may be either in addition to or in substitution for any
other remuneration that such director may be entitled to receive.
The aggregate direct remuneration paid or payable by the Company and its
subsidiary (the financial statements of which are consolidated with those
of the Company) to the directors and senior officers of the Company during
the financial year ended December 31, 1997 was $438,200.
Since January 1, 1997, options to purchase an aggregate of 255,000 Common
Shares were granted to the directors and senior officers of the Company as
a group at exercise prices ranging from C$1.00 per share
10
<PAGE>
to C$2.70 per share. During the same period, no options to purchase Common
Shares held by directors and senior officers of the Company were exercised.
During the period from January 1, 1997 to April 27, 1998, the closing price
of the Common Shares on the TSE ranged from a low of C$0.55 per share to a
high of C$3.70 per share.
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
AND CORPORATE REIMBURSEMENT INSURANCE
The Company has purchased insurance for the benefit of the directors and
officers of the Company and its subsidiary against any liability incurred
by them in their capacity as directors and officers, subject to certain
limitations. The premium, which currently amounts to $50,450 annually, is
paid by the Company.
The policy provides coverage, to a maximum total liability in any policy
year of $4,000,000, in respect of insured losses incurred by the Company,
its subsidiary and each director and officer of the Company and its
subsidiary. Certain claims are subject to a deductible of $75,000
applicable with respect to all losses resulting from the same event or
related events. The Articles of the Company provide that the Company will
indemnify each director of the Company, and the Secretary of the Company,
from and against, among other things, all costs, charges and expenses
incurred by them in an action to which they are made a party by reason of
being or having been a director, or the Secretary of the Company, as the
case may be. The Articles also provide that the Company may indemnify,
among others, directors of the Company's subsidiary and other officers of
the Company and its subsidiary. Any such indemnification pursuant to the
Company's Articles is subject to the limitations set out in the Company
Act.
REPORT ON CORPORATE GOVERNANCE
During 1995, the TSE adopted a requirement that listed corporations report
annually to their shareholders on their corporate governance practices and
policies in relation to the guidelines (the "Guidelines") set out in the
"Report of The Toronto Stock Exchange Committee on Corporate Governance"
published in December 1994 and now incorporated in the TSE's listing
requirements. The following is an explanation of the Company's system of
corporate governance in relation to the Guidelines.
MANDATE AND RESPONSIBILITY OF THE BOARD
The board of directors of the Company (the "Board") is responsible for
supervising management in carrying on the business and affairs of the
Company. Directors are required to exercise their powers with reasonable
prudence in the best interests of the Company. The Board has expressly
confirmed its commitment to the principles set out in the Guidelines and
has accepted and confirmed its responsibility for overseeing management's
performance in the following particular areas as set out in the Guidelines:
* the strategic planning process of the Company;
* identification and management of the principal risks associated
with the business of the Company;
* planning for succession of management;
* the Company's policies regarding communications with its
shareholders and others;
* the establishment by the Company of, and compliance with,
appropriate environmental policies; and
* the integrity of the internal controls and management information
system of the Company.
In carrying out its mandate, the Board relies primarily on management to
provide it with regular detailed reports on the operations of the Company
and its financial position. The Board reviews and assesses these reports
and other information provided to it at meetings of the full Board and its
committees. Mr. Banning is a member of the Board, giving the Board direct
access to information on his areas of responsibility. Other management
personnel attend Board meetings on request to provide information and
answer questions.
11
<PAGE>
The reports and information provided to the Board on a regular basis
discuss the Company's operations with respect to the exploration and
development of the Soledad Mountain Project and include such matters as the
drilling program, permitting process, property acquisitions, staff
additions and changes, financing and investor relations activities,
expenditures and results of operations and the procedures followed to
monitor and manage the risks associated with the Company's operations. At
least semi-annually, management reports to the Board on its strategic and
business plan, performance relative to that plan and any changes in the
plan. From time to time, members of the Board may be involved with
management in developing recommendations to the full Board on particular
issues such as acquisitions or financings. Certain areas of the Board's
responsibility are delegated to regular or special committees of the Board
which report back to the full Board on their considerations.
COMPOSITION OF THE BOARD
The Guidelines recommend that a board of directors should be constituted
with a majority of individuals who qualify as "unrelated directors". An
unrelated director is defined as a director who is independent of
management and is free from any interest and any business or other
relationship which could, or could reasonably be perceived to, materially
interfere with the director's ability to act with a view to the best
interests of the corporation, other than interests and relationships
arising from shareholding. Based on this definition, the Board has
determined that five of the Company's six directors qualify as unrelated
directors. Mr. Banning, the President and Chief Executive Officer, is a
related director. Although Mr. Schramm is a partner in a law firm that
provides legal services to the Company, the Board takes the view that
Mr. Schramm is an unrelated director, for the purposes of the Guidelines,
on the basis that such relationship could not reasonably be perceived to
materially interfere with his ability to act with a view to the best
interests of the Company. The Board does not have a "significant
shareholder" within the meaning of the Guidelines.
The Chairman of the Board, Edward G. Thompson, is not a member of
management of the Company.
COMMITTEES OF THE BOARD
The Board has had two standing committees: the Audit Committee and the
Compensation Committee. These committees are comprised entirely of
unrelated directors with the exception of the Audit Committee, of which the
President and Chief Executive Officer is a member. The Company does not
have an Executive Committee.
The Audit Committee reviews and recommends for approval by the Board the
Company's annual and six-month interim financial statements and all
external financial reporting. It also reviews and follows up on major
findings of financial audits to ensure the Company has an effective system
of internal controls. The Audit Committee has direct access to the
Company's external auditors to discuss and review specific issues as
appropriate.
The Compensation Committee has responsibility for matters relating to
executive and director compensation and planning for the succession of
management of the Company.
The Board as a whole takes responsibility for developing the Company's
approach to corporate governance issues, including, among other things, the
Company's response to the Guidelines. The Board as a whole assesses and
will make any changes necessary to improve Board effectiveness and will
consider and, if deemed advisable, establish a formal process of
identifying, recruiting, appointing, re-appointing and providing ongoing
development for directors.
12
<PAGE>
DECISIONS REQUIRING APPROVAL OF THE BOARD
Although the Board has delegated responsibility for the day to day
management of the Company to the President and Chief Executive Officer,
there are certain significant decisions which require the prior approval of
the Board. These include decisions with respect to major capital
expenditures, the appointment of and compensation for Company officers, the
adoption and amendment of incentive plans, share issues and repurchases,
financing arrangements and material acquisitions and divestitures.
Significant disclosure documents are also subject to Board review and
approval.
RECRUITMENT OF NEW DIRECTORS AND ASSESSMENT OF BOARD PERFORMANCE
The Board recruits new directors as needed from time to time. Any
appointment of a new director requires Board approval and is subject,
ultimately, to approval by the shareholders of the Company at the next
annual general meeting of shareholders of the Company. The Board is
responsible for evaluating the effectiveness of the Board and the
performance of directors.
SHAREHOLDER FEEDBACK AND CONCERNS
Under the direction of the President and Chief Executive Officer, the
Company undertakes a comprehensive investor relations program. The scope
of the program includes presentations to and meetings with institutional
investors, discussions with individual shareholders and the maintenance of
an ongoing dialogue with gold industry analysts and other stakeholders.
Regular reports with respect to these matters are made to the Board by the
President and Chief Executive Officer.
BOARD'S EXPECTATIONS OF MANAGEMENT
The process of setting the Board's expectations of management begins with
the development of a strategic plan for the Company. Once the strategic
plan has been approved by the Board, it is management's responsibility to
successfully implement the plan. Management reviews periodically with the
Board its progress to date on the implementation of the strategic plan. On
an annual basis, management also prepares an operating and financial plan
for the upcoming year against which short term performance is measured.
Performance in relation to the annual plan and other short term objectives
is reviewed with the Board on a regular basis.
In the Board's opinion, the current corporate governance practices of the
Company are adequate and appropriate for a company at its stage of
development and are consistent with both the spirit and intent of the
Guidelines. The Board will continue to review, and change where necessary,
its approach to corporate governance.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
TRANSACTIONS WITH LANDON T. CLAY AFFILIATES. In August 1995, the Company
completed a private placement of 1,929,160 Common Shares at a price of
C$1.25 ($0.92) per share, of which 272,600 shares were issued to the Landon
T. Clay Charitable Lead Trust and 163,560 shares were issued to the Landon
T. Clay Charitable Lead Trust II.
On March 19, 1996, the Company's subsidiary issued two debentures in the
aggregate principal amount of $1,000,000 to the Landon T. Clay Charitable
Lead Trust II and the Landon T. Clay Charitable Lead Trust dated 11/30/83.
The debentures carried interest at a rate of 9.5% per annum and, by their
terms, matured March 19, 1998. Each such debenture was convertible into
Common Shares, at the option of the holder, at a conversion price of C$2.00
($1.46) per share, subject to customary "anti-dilution" provisions set out
in the debenture instruments.
13
<PAGE>
On January 28, 1998, the board of directors of the Company approved a
reduction of the conversion price of the debentures to C$0.68 per share,
reflecting the market price of the Common Shares at such time. Following
the approval of the TSE, the debentures were converted into an aggregate of
2,017,941 Common Shares (as compared to the 686,100 Common Shares that
would have been issued if the debentures were exercised in full at the
original exercise price).
TRANSACTIONS WITH CHESTER SHYNKARYK. During the fiscal year ended May 31,
1996, the Company paid consulting fees of C$50,000 ($37,000) to Mr.
Shynkaryk for services rendered by him as the Company's President, pursuant
to the terms of a management agreement dated June 30, 1986, as amended
January 30, 1990. The agreement obligated Mr. Shynkaryk to perform
services for the Company consistent with his title as President, including
investigating opportunities for the Company to participate in the
exploration and development of resource properties, procuring financing for
the Company, when required, and, in general, assisting in the general
administration of the Company. These fees were payable to Mr. Shynkaryk at
the rate of C$3,500 per month. The agreement was terminated in December
1995, when Mr. Banning replaced Mr. Shynkaryk as President.
TRANSACTIONS WITH LAWSON LUNDELL LAWSON & MCINTOSH. Jerrold W. Schramm, a
director of the Company, is a partner of the law firm of Lawson Lundell
Lawson & McIntosh, counsel to the Company. During the year ended December
31, 1997, the seven month period ended December 31, 1996 and the fiscal
year ended May 31, 1996, the Company paid Lawson Lundell Lawson & McIntosh
$104,749, $133,841 and $15,506 for legal services rendered on behalf of the
Company and its subsidiary. No members of the firm of Lawson Lundell
Lawson & McIntosh other than Mr. Schramm owned any Common Shares, or rights
or options to purchase such shares, at December 31, 1997.
AVAILABILITY OF DOCUMENTS
The Annual Report of the Company dated December 31, 1997 accompanying this
Information Circular contains, among other things, the Company's audited
consolidated financial statements for the financial year ended December 31,
1997, the auditor's report on such statements and Management's Discussion
and Analysis of Results of Operations. Additional copies of the Annual
Report and this Proxy Statement and Information Circular, as well as the
most recent interim financial statements subsequent to the Company's annual
financial statements, may be obtained upon request from the Vice-President
- - Administration and Controller, Suite 211-A, Green Flag Building,
104 South Freya, Spokane, Washington, 99202.
The contents and sending of this Proxy Statement and Information Circular
have been approved by the board of directors.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Bernard F. Goodson
- ----------------------------------------------
Vice-President - Administration and Controller
14
<PAGE>
GOLDEN QUEEN MINING CO. LTD.
PROXY
-----
THIS PROXY IS SOLICITED BY THE MANAGEMENT OF GOLDEN QUEEN MINING CO. LTD.
("THE COMPANY") FOR USE AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
THE COMPANY TO BE HELD ON JUNE 2, 1998 AND ANY ADJOURNMENT THEREOF.
I, the undersigned, hereby appoint Steven W. Banning or failing him,
Bernard F. Goodson, or instead of either of them,
____________________________________________________, as proxy nominee,
with full power of substitution, to attend, vote and act on my behalf in
respect of all (or __________________________________) of the common shares
of the Company ("Common Shares") registered in my name or designated in a
duly executed omnibus proxy, as the case may be, at the Annual General
Meeting (the "Meeting") of shareholders of the Company to be held on June
2, 1998 and at any adjournment of that Meeting. I direct that such Common
Shares shall be voted, or withheld from voting, as specified below (and, if
not so specified, to be voted for the following):
1. To elect as directors: For Withhold Vote
Steven W. Banning
Gordon C. Gutrath
Jerrold W. Schramm
Chester Shynkaryk
Christopher M. T. Thompson
Edward G. Thompson
For Withhold Vote
2. To appoint BDO Dunwoody as auditors:
For Against
3. To authorize the directors to fix the
remuneration of the auditors:
For Against
4. To approve a reduction of the exercise
price of certain options previously
granted to directors, officers and
employees of the Company and its
subsidiary, all as described in the
Company's Proxy Statement and
Information Circular dated April 27, 1998.
Signed this _____ day of _________________________, 1998.
____________________________________________________
(Signature of Registered Holder of Common Shares)
____________________________________________________
(Print Name)
If this proxy is not dated, it is deemed to bear the date that it was
mailed to the shareholder.
THIS IS YOUR PROXY.
PLEASE COMPLETE AND RETURN IN THE ENVELOPE PROVIDED.
<PAGE>
INSTRUCTIONS:
1. IF YOU ARE UNABLE TO ATTEND THE MEETING BUT WISH TO BE REPRESENTED,
YOU HAVE THE RIGHT TO APPOINT A PERSON, WHO NEED NOT BE A SHAREHOLDER
OF THE COMPANY, TO ATTEND AND VOTE ON YOUR BEHALF. IF YOU USE THIS
FORM OF PROXY, BUT WISH TO APPOINT SOME PERSON OTHER THAN STEVEN W.
BANNING OR BERNARD F. GOODSON AS YOUR PROXY NOMINEE, YOU MUST STRIKE
OUT THEIR NAMES AND INSERT THE NAME OF THAT OTHER PERSON IN THE BLANK
SPACE PROVIDED. That person must then attend the Meeting in order to
vote on your behalf.
2. You should indicate your choice on the various items listed by
checking the appropriate boxes. IF NO CHOICE IS SPECIFIED, YOUR
SHARES WILL BE VOTED IN FAVOUR OF: THE ELECTION OF THE NOMINEES OF
MANAGEMENT AS DIRECTORS; THE APPOINTMENT OF BDO DUNWOODY AS AUDITORS;
THE AUTHORIZATION OF THE DIRECTORS TO FIX THE REMUNERATION OF THE
AUDITORS; AND THE REDUCTION OF THE EXERCISE PRICE OF CERTAIN OPTIONS
PREVIOUSLY GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES OF THE COMPANY
AND ITS SUBSIDIARY; ALL AS DESCRIBED IN THE PROXY STATEMENT AND
INFORMATION CIRCULAR DATED AS OF APRIL 27, 1998.
3. To be valid, this proxy must be dated and signed by you, as the
registered holder of Common Shares, or as a person named as a proxy
nominee in respect of the Meeting in an omnibus proxy containing a
power of substitution pursuant to applicable securities laws, or your
attorney. If the registered holder or the person named in an omnibus
proxy is a corporation, this proxy must be signed by an authorized
officer or attorney of the corporation.
2
<PAGE>
GOLDEN QUEEN MINING CO. LTD.
(the "Company")
To registered and non-registered shareholders:
National Policy Statement No. 41 - Shareholder Communication, provides
shareholders with the opportunity to elect annually to have their names
added to a supplemental mailing list in order to receive quarterly
financial statements of the Company. If you wish to receive such
statements, please complete and return this form to:
MONTREAL TRUST COMPANY OF CANADA
4TH FLOOR, 510 BURRARD STREET
VANCOUVER, BRITISH COLUMBIA
V6C 3B9
The undersigned hereby certifies that he/she/it is a beneficial owner of
shares in the Company and hereby requests that the Company add his/her/its
name to the supplemental mailing list.
___________________________________________________
Name (please print)
___________________________________________________
Number Street
___________________________________________________
City Province Postal Code
___________________________________________________
Signature
DATED this ________________ day of ________________, 1998.
