UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15-d 16 of
The Securities Exchange Act of 1934
For the Annual and Special meeting to be held on November 13, 2000
COMMISSION FILE NUMBER: 0-30314
DEALCHECK.COM INC.
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(Exact name of Registrant as specified in its charter)
ONTARIO, CANADA
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(Jurisdiction of Incorporation)
65 Queen Street West, Suite 1905, Ontario, Canada M5H 2M5
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(Address of principal executive Offices)
(416) 860 0211
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant files or will file annual report
under cover Form 20F or 40F:
Form 20F X Form 40F
------- -------
Indicate by check mark whether the registrant by furnishing the information
contained in the Form is also thereby furnishing the information to Commission
to Rule 12g3-2(h) under the Securities Act of 1934:
Yes No X
--------- ---------
The number of shares outstanding of the Registrant's common stock as of October
30, 2000 is 4,117,616
1
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DEALCHECK.COM INC.
INDEX
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Page No.
--------
Item 1. Notice of the Annual and Special meeting 3-13
Item 2 Proxy Form 14-15
Signature 16
2
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October 9, 2000
Dear Shareholder,
Re: Annual and Special Meeting of Shareholders
Enclosed herewith you will find a Notice of an Annual and Special Meeting of
Shareholders to be held on Monday, November 13, 2000 at the hour of 8:30 a.m. at
Suite 1905, 65 Queen Street West, Toronto, Ontario, together with an Information
Circular, Proxy, and Audited Financial Statements of the Corporation
The Notice of meeting and Information Circular describe the items of business to
be dealt with at the meeting and provide you with other pertinent information
about Dealcheck.com Inc., its directors and executive officers.
If you cannot attend the meeting, it is important that you be represented by
proxy. The form of proxy enables you to signify your voting intentions in
advance, whether or not you plan to attend the meeting. Please complete, date
and sign the form and return to our transfer agent in the envelope provided.
Yours very truly,
John Robinson
President
3
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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual and special meeting of shareholders of
Dealcheck.com Inc. (the "Corporation") will be held at Suite 1905, Queen Street
West, Toronto, Ontario on the 13th day of November, 2000 at the hour of 8:30 AM
(Toronto time) for the following purposes:
1. To receive the consolidated financial statements for the year ended
March 31, 2000 and the report of the auditors thereon.
2. To consider and, if thought appropriate, pass, with or without
variation, a special resolution (attached to the Information Circular
as Schedule 1, Part A) fixing the number of directors at ten (10);
3. To elect directors
4. To appoint auditors and to authorize the directors to fix their
remuneration.
5. To consider and if thought appropriate, pass special resolution
authorizing directors to carry out a normal course issuer buy back for
up to 5% of the issued and outstanding common shares of the Company.
6. To consider and if thought appropriate, pass a special resolution
authorizing directors to continue to raise funds through private
placements as seen fit or issue additional common or preferred shares
and warrants not exceeding 100% of the issued and outstanding common
shares, for use in acquisitions
7. To consider and if thought appropriate, pass a resolution authorizing
directors to decide and approve compensation packages for the
Company's executives.
8. To consider and if thought appropriate, to approve issuance up to
200,000 common shares as bonus to directors for services rendered
during the fiscal 2000.
9. To consider and if thought appropriate, to authorize directors to
approve and disburse at their entire discretion, dividends, in cash or
stock, out of the proceeds of any major investments and/or assets of
the Company subject to compliance with any regulatory requirements.
10. To consider and if thought appropriate, to authorize directors to
increase the maximum number of options to be issued under 1999 Stock
Option Plan at their sole discretion subject to compliance with
regulatory requirements.
11. To consider and if thought appropriate, to pass a resolution to either
split the issued capital of the Corporation such that up to ten new
common shares would be issued in exchange for one old issued common
shares of the Corporation or consolidate the issued capital of the
Corporation such that one share be issued in exchange for up to ten
old issued common shares of the Corporation, at the discretion of the
Directors of the Corporation within the next Annual General Meeting.
12. To consider and if thought appropriate, pass a special resolution
authorizing directors to set up a venture capital fund that will
invest in technology companies and Internet startups for the Company
and other investors and allowing directors to participate in the
profits of the Fund.
13. To consider and if thought fit, to pass a Special Resolution changing
the name of the Corporation to "Dealcheck Inc. " or such other name as
shall be acceptable to the Directors and the Minister of Consumer and
Commercial Relations.
14. To consider and if thought appropriate, to approve issuance of
additional common shares of the Corporation for the settlement of all
or part of debts and payable of the Corporation, at the discretion of
the Directors
15. To consider, and if appropriate to pass a special resolution to extend
the expiry date of the Warrants attached to the private placement done
in fiscal 2000 by a period not exceeding one year and revise the
exercise price, as considered appropriate at the discretion of the
directors.
16. To consider and if thought fit, to pass a special resolution to amend
the Articles of the Corporation to move the jurisdiction of the
Corporation to the USA, at the discretion of the Directors.
17. To transact such further and other business as may properly come
before the meeting or any adjournment thereof.
Copies of the Information Circular, Proxy and Audited Financial Statements of
the Corporation accompany this notice.
4
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All instruments appointing proxies to be used at the above meeting must be
deposited at the office of the Corporation's registrar and transfer agent, CIBC
Mellon Trust Company, 320 Bay Street, Toronto, Ontario M5C 2W9, no later than 11
o'clock in the forenoon (Toronto time) on November 9, 2000
DATED at Toronto this 9th day of October 2000.
BY ORDER OF THE BOARD
----------------------------------
John Robinson, President
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INFORMATION CIRCULAR
MANAGEMENT SOLICITATION OF PROXIES
THIS INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY
MANAGEMENT OF PROXIES to be used at the annual and special meeting of the
shareholders of Dealcheck.com Inc(the "Corporation") to be held Monday,
November 13, 2000. Proxies will be solicited primarily by mail and may also be
solicited by the directors and / or officers of the Corporation at nominal cost.
The Corporation will bear the cost of solicitation of proxies.
APPOINTMENT AND REVOCATION OF PROXIES
The persons named in the enclosed form of proxy are either directors or
representatives of the Corporation. A SHAREHOLDER DESIRING TO APPOINT SOME OTHER
PERSON, WHO NEED NOT BE A SHAREHOLDER OF THE COPRORATION, TO REPRESENT THEM AT
THE MEETING MAY DO SO by inserting such other person's name in the blank space
provided in the form of proxy and depositing the completed proxy at the office
of the transfer agent of the Corporation, the CIBC Mellon Trust Company, 320 Bay
Street, Toronto, Ontario M5C 2W9
A proxy can be excuted by the shareholder or his/her attorney duly authorized in
writing, or, if the shareholder is a corporation, under its corporate seal by an
officer or attorney thereof duly authorized.
In addition to any other manner permitted by law, the proxy may be revoked
before it is excercised by instrument in writing and delivered in the same
manner as the proxy, at any time up to and including the last business day
preceding the day of the meeting or any adjournment thereof, at which time the
proxy is to be used or delivered to the chairman of the meeting on the day of
the meeting or any adjournment thereof, prior to the time of voting and upon
either such occurance, the proxy is revoked.
DEPOSIT OF PROXY
By resolution of the directors of the Corporation duly passed, ALL PROXIES TO BE
USED AT THE MEETING MUST BE DEPOSITED NOT LATER THAN 11.00 AM on November 9,
2000 or any adjournment thereof, with the Corporation's transfer agent the CIBC
Mellon Trust Company, 320 Bay Street, Toronto, Ontario M5C 2W9 provided that a
proxy may be delivered to the chairman of the meeting on the day of the Meeting
or any adjournment thereof, prior to the time for voting.
EXERCISE OF DISCRETION BY PROXIES
The persons named in the enclosed form of proxy for use at the Meeting will vote
the shares in respect of which they are appointed in accordance with the
directions of the shareholders appointing them. IN ABSENCE OF SUCH DIRECTIONS,
SUCH SHARES SHALL BE VOTED "FOR" :
1. Receiving and approving the financial statements ;
2. Approving the number of directors to be ten ;
3. Electing the directors as nominated by management ;
4. Appointing Daren Martenfeld Carr Testa and Company Chartered
Accountants, as auditors of the Corporation and authorizing directors
to fix their remuneration ;
5. Authorising directors to offer, at their sole discretion, a normal
course issuer buyback of common shares of the Company up to 5% of the
issued and outstanding common shares.
6. authorising directors to continue to raise funds through private
placements at prices deemed fit by them and/or to issue, at their sole
discretion, additional common or preferred shares and warrants not
exceeding 100% of the issued and outstanding common shares of the
Corporation for use in acquisitions.
7. authorizing directors to decide and approve compensation packages for
the Company's executives
6
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8. Approving issurance of up to 200,000 common shares of the Corporation
to directors as bonus for services rendered during the fiscal year
2000.
9. authorizing directors to disburse, at their discretion, dividends in
cash or stock out of the proceeds of the sale of any major investments
or assets of the Corporation as allowed by the applicable regulations.
10. authorizing directors to increase the number of options under 1999
option plan as allowed by the applicable regulatory bodies.
11. authorizing directors to do, at their sole discretion, either a 1 :10
stock split or 10 :1 stock consolidation of the common shares of the
Corporation within the next annual general meeting.
12. authorizing directors to set up a venture capital fund that will
manage the Internet investments for the Company and other investors
and allowing the directors to participate in the profits of the Fund.
13. authorizing directors to change the name of the Corporation to
Dealcheck Inc. or any other name at their discretion subject to its
acceptability by Ministry of Consumer and Commercial Relations.
14. approving issuance of additional shares in settlement of any debts of
the Corporation at the rates to be decided at the sole discretion of
the directors
15. approving extension of warrants attached to the private placement in
fiscal 2000 for a period not exceeding one year and revising the
excercise price at the sole discretion of the directors.
16. Authorising amendment of the Artciles of the Corporation to allow
directors to move the jurisdiction of the Corporation to USA
17. Transacting such other business as may be properly brought before the
Meeting or any adjournment thereof
The enclosed Form of Proxy confers discretionary authority upon the person named
therein with respect to any amendment, variation or other matter to come before
the meeting, other than the matters referred to in the Notice of Meeting,
HOWEVER IF ANY SUCH AMENDMENTS, VARIATION OR OTHER MATTERS WHICH ARE NOT NOW
KNOWN TO MANAGEMENT SHOULD PROPERLY COME BEFORE THE MEETING, THE SHARES
REPRESENTED BY THE PROXIES HEREBY SOLICITED WILL BE VOTED THEREON IN ACCORDANCE
WITH THE BEST JUDGEMENT OF THE PERSON OR PERSONS VOTING SUCH PROXIES.
VOTING OF SHARES AND PRINCIPAL HOLDERS THEREOF
The authorized capital of the Corporation consists of an unlimited number of
common shares. On October 2, 2000 the equity of the Corporation consisted of
4,117,616 issued and outstanding common shares.
The record date for the Meeting was October 2, 2000. Each shareholder of record
will be entitled to one (1) vote for each common share held, at the meeting. To
the knowledge of the directors and officers of the Corporation, as at October 2,
2000, no shareholder beneficially owned, directly or indirectly or exercised
control or direction over 10% of the common shares of the Corporation.
ELECTION OF DIRECTORS - PROPOSAL NUMBERS TWO AND THREE
The Articles of the Company current provide for a Board of Directors consisting
of not less than three (3) and not more than five (5) directors, to be elected
annually.
The Board of Directors presently consists of three directors whose term of
office expires immediately prior to the Meeting. Management proposes that the
number of directors be fixed at ten (10). The shareholders will be asked to
consider and, if thought appropriate, pass a special resolution, the text of
which is set forth in Schedule 1, Part A, fixing the number of directors at ten
(10). To be effective, this special resolution must be passed, with or without
variation, by at least two-thirds of the votes cast by the shareholders who vote
in person or by proxy with respect of this special resolution.
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The following information relates to the four persons proposed to be nominated
for election or reelection as directors. Management does not contemplate that
any nominee will be unable or unwilling to serve as a director, but if that
should occur for any reason prior to the Meeting, it is intended that the
discretionary authority given in the proxies hereby solicited will be exercised
to vote such proxies for the election of other persons as directors.
NAME, OFFICE HELD WITH DIRECTOR SINCE NUMBER OF SHARES OF THE
THE CORPORATION AND CORPORATION BENEFICIALLY
PRESENT PRINCIPAL OWNED OR OVER WHICH
OCCUPATION CONTROL OR DIRECTION IS
EXERCISED
--------------------------------------------------------------------------------
Terence Robinson October 1, 1991 nil
Chairman and
Chief Executive Officer
Venture Capitalist
John Robinson June 5, 1992 66,667
Director and President
Venture Capitalist
Kam Shah January 3, 1999 nil
Director and
Chief Financial Officer
Mr. Dean Bradley Nominee nil
Independent Director
CEO - Realtimememories.com Inc.
The information as to the shares beneficially owned or controlled, not being
within the knowledge of the Corporation, has been furnished by the respective
nominees individually.
The Corporation is required to have an audit committee. Messrs. Terence Robinson
and Kam Shah are currently members of that Committee.
STATEMENT OF EXECUTIVE COMPENSATION
--------------------------------------
In respect of the fiscal year ended March 31, 2000, the Corporation had three
executive officers as that term is defined for the purposes of the Securities
Act (Ontario), in respect of which disclosure is required under that Act.
Name and twelve months Annual Compensation
Principal March 31 Fees
Position
Terence 2000 $24,000
Robinson 1999 $ 2,000
CEO 1998 nil
John 2000 $24,000
Robinson 1999 $29,750
President 1998 $13,000
Kam Shah 2000 $66,592
CFO 1998 $ 4,640
n/a
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STOCK OPTIONS ISSUED
----------------------
The following options were issued to the three executives under the "1999 Option
Plan" on August 21, 2000:
Executive # of options issued Issue price
Terence Robinson 150,000 $0.75
CEO
John Robinson 200,000 $0.75
President
Kam Shah 100,000 $0.75
CFO
COMPENSATION OF DIRECTORS
---------------------------
For the year ended March 31, 2000, no fees were paid to directors for acting as
directors of the Corporation.
REPORT ON EXECUTIVE COMPENSATION
-----------------------------------
The Corporation's primary concern in compensating executive officers is to
provide a lower level of fixed cash compensation, but to provide through profit
sharing, stock appreciation rights, or bonuses, strong incentives for the
executive officers to ensure their continuing commitment to the Corporation, its
overall performance, and stock performance for the Corporation's shareholders.
The Corporation's goal is to provide each executive officer with incentives for
performance of the business unit in which the executive officer is involved. In
the case of the executive officers who have involvement in more than one
business unit, the Corporation places more emphasis on the overall profitability
of the Corporation and the returns to shareholders of the Corporation through
increases in stock prices.
SEVERANCE AGREEMENTS
---------------------
The Company has entered into a severance agreement with all the three
executives. The agreement generally provide for the payment of severance
benefits if the named executives are terminated by the company, owing to a
change in control or any other reasons, other than for cause. The named
executives will receive a lump sum severance payment equal to the higher of
$250,000 and three times the average of the total compensation earned in the
previous two years. In addition, stock options granted to the named executive
will fully vest on termination.
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS
--------------------------------------------------
As of September 26, 2000, total indebtedness incurred by all the executives is
set forth in the following table:
Name and Involvement of Largest amount Amount
Principal Position Issuer or outstanding during October 9,, 2000
outstanding at Subsidiary fiscal 2000
Terence Robinson Lender $ 50,880 $ 57,886
CEO
Kam Shah Lender $ nil $ 20,000
CFO
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DIRECTORS AND OFFICERS LIABILITY INSURANCE
----------------------------------------------
The Corporation will apply for directors and liability insurance, which will be
wholly payable by the Corporation.
APPOINTMENT OF AUDITORS - PROPOSAL NUMBER FOUR
----------------------------------------------------
It is intended to vote the proxy to re-appoint Daren, Martenfeld, Carr, Testa
and Company LLP, Chartered Accountants as auditor of the Company for the ensuing
year and to authorize the Directors to fix their remuneration. Daren,
Martenfeld, Carr, Testa and Company LLP, Chartered Accountants were first
appointed auditor of the Corporation during the 1999 fiscal year.
NORMAL COURSE ISSUER BUY-BACKS - PROPOSAL NUMBER FIVE
------------------------------------------------------------
The management is of the opinion that the Company should carry out normal course
buy back of its common shares from time to time
If the shares are considered undervalued by the directors, it may be prudent to
use excess capital to decrease the number of common shares issued and
outstanding so as to improve the shareholders value.
The shareholders are therefore asked to pass a special resolution authorizing
directors to buy back up to 5% of the Corporation's common shares at a price at
their sole discretion.
PRIVATE PLACEMENTS AND SHARES ISSUANCE FOR ACQUISITIONS - PROPOSAL SIX
-------------------------------------------------------------------------------
The Management is presently reviewing proposals for acquisitions of companies
whose business models fit into the Corporation's business strategy. Any such
acquisitions may involve issuance of cash and or significant number of common
shares of the Corporation.
The shareholders are therefore asked to pass a special resolution authorizing
the directors to raise additional funds through private placements at prices
deemed fit by them and/or to issue additional common or preferred shares and
warrants not exceeding 100% of the issued and outstanding common shares for use
in acquisitions.
COMPENSATION PACKAGES FOR EXECUTIVES - PROPOSALS SEVEN AND EIGHT
------------------------------------------------------------------------
The Management believes that an attractive compensation package would be
necessary to retain the current executives and to attract new talents as the
business of the Corporation increases. Additional incentives for the management
to be based on performance and increase in net asset value of the Corporation.
The shareholders are therefore asked to pass a resolution authorizing the
directors to decide and approve compensation packages for all executives of the
Corporation.
The shareholders are also asked to pass a resolution approving issuance of up to
200,000 shares to the directors for services rendered as executives during the
fiscal year 2000.
DISBURSEMENT OF DIVIDENDS - PROPOSAL NINE
----------------------------------------------
During the fiscal 2000, the Corporation made certain key investments, as
detailed in the attached financial statements. One or more of these investments
may yield significant gain during the forthcoming year, which the directors may
decide to disburse as dividend in cash or stock.
The shareholders are therefore asked to pass a resolution authorizing the
directors to declare and disburse dividend out of the proceeds from the sale of
any major investment or asset of the Corporation subject to compliance with any
regulatory requirements.
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CHANGES IN 1999 STOCK OPTION PLAN - PROPOSAL TEN
--------------------------------------------------------
In the 1999 annual and special meeting held on November 15, 1999, the
shareholders approved 1999 stock option plan which authorizes the directors to
issue up to 10% of the issued and outstanding common shares as options to
directors, executives and consultants of the Corporation.
The shareholders are now asked to pass a resolution to approve raising the limit
on the number of options to be issued under the 1999 option plan at the sole
discretion of the directors of the Corporation.
STOCK SPLIT OR CONSOLIDATION - PROPOSAL ELEVEN
----------------------------------------------------
The management believes that the corporation may have to deal with acquisitions
and private placements situations. These situations may have profound effect on
the number of shares to be issued and on the market price of these shares. A
stock split or stock consolidation may be required depending upon the situation
to ensure better market valuation of the Corporation's common stock.
The shareholders are therefore asked to pass a special resolution authorizing
directors to either split the issued capital of the Corporation such that up to
ten new common shares would be issued in exchange for one old issued common
shares of the Corporation or consolidate the issued capital of the Corporation
such that one share be issued in exchange for up to ten old issued common shares
of the Corporation, at their sole discretion within the next Annual General
Meeting.
SETTING UP OF VENTURE CAPITAL FUND - PROPOSAL TWELVE
------------------------------------------------------------
The management proposes that a venture capital fund be formed, which may be in
the form of a limited partnership, controlled by the Corporation. The directors
and/or officers of the Corporation and their affiliates may invest in the
partnership and share in the profits of the Fund including receiving
compensation for services to the Fund. The directors would have a conflict of
interest in the event the Fund is formed.
The proposed fund will manage investments for the Corporation and other
investors.
The shareholders are asked to pass a resolution authorizing the directors to set
up a venture capital fund as discussed above and to define its mandate and
terms.
NAME CHANGE - PROPOSAL THIRTEEN
-----------------------------------
The management is of the opinion that a more appropriate name may be desirable
for the Corporation to fully reflect its current business strategy
The shareholders are therefore asked to pass a special resolution authorizing
the directors to change the name of the Corporation at their sole discretion and
subject to its acceptance by the Ministry of Consumer and Commercial Relations.
STOCK ISSUANCE IN SETTLEMENT OF DEBTS - PROPOSAL FOURTEEN
-----------------------------------------------------------------
The shareholders are being asked to approve the issuance of additional common
shares of the Corporation at a price at the discretion of the Directors of the
Corporation until the next annual general meeting, in consideration for the
settlement or satisfaction of all or part of the Corporations' debt and accounts
payable.
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EXTENSION OF EXPIRY DATE AND CHANGES IN EXERCISE PRICE OF WARRANTS - PROPOSAL
----------------------------------------------------------------------- --------
FIFTEEN
-------
In fiscal 2000, the Corporation completed a private placement with ten
arms-length investees for 885,000 Units at $2.80US each. Each unit consisted of
one common share of the Corporation and a warrant to purchase one additional
common share at $3.50 US exercisable within twelve months. Most of these
warrants will expire in January 2001. The current market for technology
companies and the time it took to comply with registration requirements of the
Securities and Exchange Commission and to restore the Corporation as a fully
reporting entity on the OTCBB affected the share prices of the Corporation
significantly. The management believes that an extension of time may be needed
to restore the market confidence and create a more positive environment for the
investees to exercise their warrants. Besides, the proposed extension of the
warrants would provide a significant capital injection to the Corporation, which
would be useful in improving its financial strength and overall shareholders
value.
The shareholders are therefore asked to pass a special resolution authorizing
directors to extend the expiry date for the warrants attached to the unit issued
under a private placement in fiscal 2000 by a period not exceeding one year from
the date of the meeting and to revise the exercise price at their sole
discretion.
CHANGE OF JURISDICTION - PROPOSAL SIXTEEN
----------------------------------------------
Management believes that the Corporation may be able to raise further funds more
easily and reduce its compliance costs significantly if it incorporates in the
USA.
The Shareholders are therefore asked to consider and approve a special
resolution to amend the Articles of the Corporation to move its reporting
jurisdiction to the State of Delaware or any other State in the USA at the
discretion of the Directors of the Corporation.
OTHER MATTERS WHICH MAY COME BEFORE THE MEETING
Management knows of no other matters to come before the Annual and Special
Meeting of shareholders other than as set forth in the Notice of Meeting.
HOWEVER, IF OTHER MATTERS, WHICH ARE NOT KNOWN TO MANAGEMENT, SHOULD PROPERLY
COME BEFORE THE MEETING, THE ACCOMPANYING PROXY WILL BE VOTED ON SUCH MATTERS IN
ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSON HOLDING THE PROXY.
CERTIFICATE OF APPROVAL OF DIRECTORS
The foregoing does not contain any untrue statements of a material fact and does
not omit to state a material fact that is required to be stated. This
Information Circular and the mailing of the same to shareholders has been
approved by the Board of Directors of the Corporation
Dated this 9th day of October, 2000
BY ORDER OF THE BOARD OF DIRECTORS
---------------------------------
John Robinson, President
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SCHEDULE 1
SPECIAL RESOLUTION OF THE SHAREHOLDERS OF
DEALCHECK.COM INC.
(THE "CORPORATION")
PART A
NUMBER OF DIRECTORS
---------------------
WHEREAS the articles of the Corporation provide for a minimum of three (3)
directors and a maximum of five (5) directors of the Corporation;
AND WHEREAS the Corporation currently has three (3) directors;
RESOLVED THAT until otherwise determined; the Articles of the Corporation be
amended to increase the maximum number of directors of the Corporation to ten
(10)
PART B
EMPOWERMENT TO DETERMINE NUMBER OF DIRECTORS BY THE DIRECTORS
---------------------------------------------------------------------
WHEREAS the articles of the Corporation provide for a minimum of three (3)
directors and a maximum of five (5) directors of the Corporation;
AND WHEREAS section 125(3) of the Business Corporations Act (Ontario) provides
that the number of directors shall be determined from time to time by special
resolution, or if so empowered by special resolution, the directors may
thereafter determine the number of directors of the Corporation by resolution of
the board of directors;
RESOLVED THAT the directors of the Corporation are hereby empowered to determine
from time to time by resolution the number of directors of the Corporation and
the number of directors of the Corporation to be elected at the annual general
meeting of the shareholders of the Corporation.
13
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DEALCHECK.COM INC.
PROXY SOLICITED BY MANAGEMENT FOR USE AT THE ANNUAL AND SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON NOVEMBER 13, 2000
A shareholder has the right to appoint a person (who need not be a shareholder)
other than the persons designated below, by inserting a name in the blank space
provided below.
The undersigned shareholder of Dealcheck.com Inc. (the "Corporation") hereby
revokes any proxy previously given and appoints Mr. John Robinson, President of
the Corporation or failing him, Mr.Kam Shah, Chief Financial Officer of the
Corporation or instead of either of the foregoing, with power of substitution;
______________________ as the proxy holder of the undersigned to attend and act
for and on behalf of the undersigned at the Annual and Special Meeting of the
Shareholders of the Corporation to be held on November 13, 2000, and any
adjournment thereof, to the same extent and with the same power as if the
undersigned were personally present at the said meeting or such adjournment
thereof, and, without limiting the generality of the power hereby conferred, the
nominees named above are specifically directed to vote the shares registered in
the name of the undersigned as specified below:
1. FOR (____) OR WITHHOLD (_____) Receiving and approving the financial
statements ;
2. FOR (____) OR WITHHOLD (_____) Approving the number of directors to be
ten ;
3. FOR (____) OR WITHHOLD (_____) Electing the directors as nominated by
management ;
4. FOR (____) OR WITHHOLD (_____) Appointing Daren Martenfeld Carr Testa
and Company Chartered Accountants, as auditors of the Corporation and
authorizing directors to fix their remuneration ;
5. FOR (____) OR WITHHOLD (_____) Authorising directors to offer, at
their sole discretion, buyback of common shares of the Company up to
5% of the issued and outstanding common shares
6. FOR (____) OR WITHHOLD (_____) authorising directors to continue to
raise funds through private placements and / or to issue, at their
sole discretion, common or preferred shares and warrants not exceeding
100% of the issued and outstanding common shares of the Corporationin
for use in acquisitions
7. FOR (____) OR WITHHOLD (_____) authorizing directors to decide and
approve compensation packages for the Company's executives
8. FOR (____) OR WITHHOLD (_____) Approving issurance of up to 200,000
common shares of the Corporation to directors as bonus for services
rendered during the fiscal year 2000.
9. FOR (____) OR WITHHOLD (_____) authorizing directors to disburse, at
their discretion, dividends in cash or stock, out of the proceeds of
the sale of any major investments or assets of the Corporation as
allowed by the applicable regulations.
10. FOR (____) OR WITHHOLD (_____) authorizing directors to increase the
number of options under 1999 option plan as allowed by the applicable
regulatory bodies.
11. FOR (____) OR WITHHOLD (_____) authorizing directors to do, at their
sole discretion, either a 1 :10 stock split or 10 :1 stock
consolidation of the common shares of the Corporation within the next
annual general meeting.
12. FOR (____) OR WITHHOLD (_____) authorizing directors to set up a
venture capital fund that will manage the Internet investments for the
Company and other investors and allowing the directors to participate
in the profits of the Fund.
13. FOR (____) OR WITHHOLD (_____) authorizing directors to change the
name of the Corporation to Dealcheck Inc. any other name at their
discretion subject to its acceptability by Ministry of Consumer and
Commercial Relations.
14. FOR (____) OR WITHHOLD (_____) authorizing directors to issue
additional shares to settle the Corporation obligations at their
discretion
15. FOR (____) OR WITHHOLD (_____) authorizing directors to extend the
expire date of warrants attached to the fiscal 2000 private placement
for a period not exceeding one year from the date of the meeting and
to revise the excercise price at their sole discretion.
16. FOR (____) OR WITHHOLD (_____) Authorising amendment of the Artciles
of the Corporation to allow directors to move the jurisdiction of the
Corporation to USA
17. FOR (____) OR WITHHOLD (_____) Transacting such other business as may
be properly brought before the Meeting or any adjournment thereof
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THIS PROXY CONFERS DISCRETIONARY AUTHORITY
PROXY NOMINEE NAMED HEREIN TO VOTE ON SUCH AMENDMENTS
OR VARIATIONS OR SUCH OTHER MATTERS.
Dated the _____ day of ___________________, 2000
NAME OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
(PLEASE PRINT) IMPORTANT: Please date, sign and return this Proxy
at once using the enclosed envelope.
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SIGNATURES
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PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED
_____________________
TERENCE ROBINSON
-----------------
CHAIRMAN & CEO
DEALCHECK.COM INC.
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