SCHEDULE 14A INFORMATION
Proxy StatementPursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.____)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
IDAHO CONSOLIDATED METALS CORP.
Name of the 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)(1) 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.
Amount Previously Paid:
...........................................................................
Form, Schedule or Registration Statement No.:
...........................................................................
Filing Party:
...........................................................................
Date Filed:
...........................................................................
<PAGE>
IDAHO CONSOLIDATED METALS CORP.
NOTICE OF ANNUAL & EXTRAORDINARY GENERAL MEETING OF MEMBERS
NOTICE IS HEREBY GIVEN that an Annual and Extraordinary General Meeting of
Members of Idaho Consolidated Metals Corp. (hereinafter called the "Company")
will be held at the Wedgewood Hotel, 845 Hornby Street, Vancouver, British
Columbia, on Monday, the 28th day of June, 1999, at the hour of 11:00 a.m.
(local time), for the following purposes:
(a) To receive the report of the Directors;
(b) To receive the financial statements of the Company for the fiscal year
ended December 31, 1998, together with the report of the auditors
thereon;
(c) To appoint auditors and to authorize the Directors to fix their
remuneration;
(d) To elect Directors;
(e) To consider and, if thought fit, to pass an ordinary resolution as set
out in the Information Circular to approve any alterations to existing
stock options to insiders and the granting of new stock options to
insiders during the ensuing year; and
(f) To transact such further or other business as may properly come before
the meeting or any adjournment or adjournments thereof.
The Company's Annual Report, including the Directors' Report to the
Members, Management Discussion and Analysis and the financial statements of the
Company for the fiscal year ended December 31, 1998, including the Auditors'
report thereon, accompanies this Notice.
Members who are unable to attend the meeting are requested to read the
notes included in the form of Proxy enclosed and then to complete, date, sign
and mail the enclosed form of Proxy in accordance with the instructions set out
in the Proxy and in the Information Circular accompanying this Notice.
This Notice and the form of Proxy are being first furnished to members of
the Company on approximately May 20, 1999. The accompanying Information Circular
provides additional information relating to the matters to be dealt with at the
meeting and is incorporated by reference into and deemed to form part of this
Notice. The board of directors has fixed the close of business on May 14, 1999
as the record date for the determination of members entitled to notice of the
meeting or any adjournment or adjournments thereof and the right to vote
thereat.
DATED at Vancouver, British Columbia, this 18th day of May, 1999.
BY ORDER OF THE BOARD
"DELBERT W. STEINER"
Delbert W. Steiner,
President
================================================================================
If you are a non-registered shareholder of the Company and receive these
materials through your broker or through another intermediary, please complete
and return the materials in accordance with the instructions provided to you by
your broker or by the other intermediary. Failure to do so may result in your
shares not being eligible to be voted by proxy at the meeting.
================================================================================
<PAGE>
IDAHO CONSOLIDATED METALS CORP.
P.O. Box 1124
504 Main Street, Suite 470
Lewiston, Idaho
USA 83501
Telephone: (208) 743-0914
INFORMATION CIRCULAR
as at May 18, 1999
SOLICITATION OF PROXIES
This Information Circular is furnished in connection with the solicitation of
proxies by the management of Idaho Consolidated Metals Corp. (the "Company") for
use at the Annual and Extraordinary General Meeting of Members of the Company to
be held on Monday, June 28, 1999 (the "Meeting") and any adjournment thereof at
the time and place and for the purposes set forth in the accompanying Notice of
Meeting. While it is expected that the solicitation will be primarily by mail,
proxies may be solicited personally or by telephone or e-mail by the directors
and regular employees of the Company. All costs of solicitation will be borne by
the Company.
APPOINTMENT AND REVOCATION OF PROXIES
The individuals named in the accompanying form of proxy are the President and a
Director of the Company. A MEMBER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED
NOT BE A MEMBER) TO REPRESENT HIM AT THE MEETING HAS THE RIGHT TO DO SO, EITHER
BY INSERTING SUCH PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY
AND STRIKING OUT THE TWO PRINTED NAMES OR BY COMPLETING ANOTHER FORM OF PROXY. A
proxy will not be valid unless the completed, dated and signed form of proxy is
received by Montreal Trust Company of Canada, 4th Floor, 510 Burrard Street,
Vancouver, British Columbia, V6C 3B9, not less than 48 hours (excluding
Saturdays, Sundays and holidays) before the time for holding the Meeting or any
adjournment thereof, or is delivered to the Chairman of the Meeting prior to the
commencement of the Meeting or an adjourned meeting.
A member who has given a proxy may revoke it by an instrument in writing
executed by the member or by his attorney authorized in writing or, where the
member is a corporation, by a duly authorized officer or attorney of the
corporation, and delivered either to the registered office of the Company, 1040
- - 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9, at any time
up to and including the last business day preceding the day of the Meeting, or
if adjourned, any reconvening thereof, or to the Chairman of the Meeting on the
day of the Meeting or, if adjourned, any reconvening thereof or in any other
manner provided by law. A revocation of a proxy does not affect any matter on
which a vote has been taken prior to the revocation.
EXERCISE OF DISCRETION
Shares represented by proxy are only entitled to be voted on any poll and, where
a choice with respect to any matter to be acted upon has been specified in the
form of proxy, the shares will, on a poll, be voted or withheld from voting in
accordance with the specification so made.
SUCH SHARES WILL ON A POLL BE VOTED FOR EACH MATTER FOR WHICH NO CHOICE HAS BEEN
SPECIFIED BY THE MEMBER.
The enclosed form of proxy when properly completed and delivered and not revoked
confers discretionary authority upon the person appointed proxy thereunder to
vote with respect to amendments or variations of matters identified in the
Notice of Meeting, and with respect to other matters which may properly come
before the Meeting. In the event that amendments or variations to matters
identified in the Notice of Meeting are properly brought before the Meeting or
any further or other business is properly brought before the Meeting, it is the
intention of the persons designated in the enclosed form of proxy to
<PAGE>
-2-
vote in accordance with their best judgment on such matters or business. At the
time of the printing of this Information Circular, the management of the Company
knows of no such amendment, variation or other matter which may be presented to
the Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As at the date hereof, the Company has issued and outstanding 13,514,181 fully
paid and non-assessable Common shares, each share carrying the right on a poll
to one vote. THE COMPANY HAS NO OTHER CLASSES OF VOTING SECURITIES.
Any Member of record at the close of business on May 14, 1999 who either
personally attends the Meeting or who has completed and delivered a form of
proxy in the manner and subject to the provisions described above shall be
entitled to vote or to have his shares voted at the Meeting.
To the knowledge of the directors and senior officers of the Company, the only
person or company who beneficially owns, directly or indirectly, or exercises
control or direction over shares carrying more than 10% of the voting rights
attached to all outstanding shares of the Company is:
Name No. of Shares Percentage
- ---- ------------- ----------
CDS & Co.(1) 4,694,617 34.74%
Tomasovich Family Trust(2) 3,598,142 26.62%
CEDE & Co.(1) 1,720,334 12.73%
Delbert W. Steiner 1,431,782 10.59%
NOTES:
(1) The Company has no knowledge of the beneficial ownership of these shares.
(2) The Tomasovich Family Trust is controlled by Theodore Tomasovich, a
director of the Company.
At the Annual and Extraordinary General Meeting of the Members held on June 17,
1998, the members approved the possible change of control of the Company to the
Tomasovich Family Trust (the "Trust") and Theodore Tomasovich, a director of the
Company of 600 Wilshire Blvd., Suite 1410, Los Angles, California, 90017 which
at that time might have occured as a result of the acquisition of convertible
securities of the Company by the Tomasovich Family Trust by private placement.
Theodore Tomasovich, a director of the Company, is the trustee of the Trust and
has voting control of the Trust. Over the past year, the Trust has participated
in a number of private placements to finance the Company. As at the date hereof,
the Trust together with Theodore Tomasovich who is acting jointly or in convert
with the Trust beneficially own or exercise control or direction over 3,598,142
common shares in the capital stock of the Company being 26.62% of the present
issued capital. In addition, the Trust holds warrants and convertible securities
to purchase a total of 14,741,529 common shares in the capital stock of the
Company. The Information Circular of the Company dated May 13, 1998 disclosed
convertible loans aggregating US$360,000 being made by the Trust to the Company.
The Vancouver Stock Exchange approved these three convertible loans effective
June 22, 1998. The principal amount of each of these three convertible loans was
converted into common shares and warrants to purchase common shares as follows:
(a) US$100,000 converted on January 20, 1999 on the basis of one common share
and warrant for each Cdn$0.26 of indebtedness into 546,154 common shares
and a warrant to purchase an additional 546,154 common shares in the
capital stock of the Company which is currently exercisable at a price of
Cdn$0.31 per share until January 23, 2000;
(b) US$110,000 converted on March 23, 1999 on the basis of one common share and
warrant for each Cdn$0.26 of indebtedness into 600,769 common shares and a
warrant to purchase an additional 600,769 common shares in the capital
stock of the Company which is currently exercisable at a price of Cdn$0.31
per share until March 31, 2000;
(c) US$150,000 converted on May 13, 1999 on the basis of one common share and
warrant for each Cdn$0.23 of indebtedness into 932,608 common shares and a
warrant to purchase an additional 932,608 common shares in the capital
stock of the Company exercisable for a term of two years at a price of
Cdn$0.23 per share until May 16 , 1999 and at a price Cdn$0.27 from May 17,
1999 until May 15, 2000;
<PAGE>
-3-
Subsequent to that date, the Trust has made convertible loans to the Company of
US$250,000, US$322,000 and US$115,000 on September 10, 1998, October 1, 1998 and
January 28, 1999 respectively. See "Interest of Insiders in Material
Transactions" below for further details.
AUTHORIZATIONS FOR APPROVAL
Any matter submitted at the Meeting for approval of the members shall require a
majority vote of more than 50% of the members present at the meeting and voting
either in person or by proxy concerning said issues.
Shares that abstain or withhold from voting as to a particular matter and shares
held in "street name" through a clearing firm, brokerage firm or similar nominee
which indicates on its proxy that such nominee does not have discretionary
authority to vote such shares as to a particular matter will be counted for
purposes of determining whether sufficient shares are represented to constitute
a quorum authorized to conduct an annual general meeting of the members.
Directors are elected and auditors are appointed by a plurality of the votes
cast. With respect to the election of directors, the number of nominees
equivalent to the number of directors to be elected who receive the highest
number of votes cast are elected. With respect to the appointment of auditors,
the auditors receiving the highest number of votes cast are appointed. In both
cases, shares that abstain or withhold from voting and broker non-votes are not
counted, and will have no effect on the outcome of such votes.
Ordinary resolutions, as defined by law, are adopted if approved by a majority
of the votes cast, and shares that abstain or are withheld from voting and
broker non-votes are not counted. Therefore, shares that abstain or withhold
from voting and broker non-votes have the effect of a vote against such ordinary
resolutions.
FINANCIAL STATEMENTS
The audited comparative financial statements of the Company for the year ended
December 31, 1998 and the auditors' report thereon accompanying this circular
will be placed before the meeting for consideration by the members.
ELECTION OF DIRECTORS
The Board of Directors presently consists of four directors and it is intended
to elect four directors for the ensuing year.
The term of office of each of the present directors expires at the Meeting. The
persons named below will be presented for election at the Meeting as
management's nominees and the persons named in the accompanying form of proxy
intend to vote for the election of these nominees. Management does not
contemplate that any of these nominees will be unable to serve as a director.
Each director elected will hold office until the next annual general meeting of
the Company or until his successor is elected or appointed, unless his office is
earlier vacated in accordance with the Articles of the Company, or with the
provisions of the Company Act of British Columbia.
Pursuant to Section 187 of the Company Act of British Columbia, the Company is
required to have an Audit Committee. As at the date hereof, the members of the
Audit Committee are Delbert W. Steiner, Theodore J. Tomasovich and Jag Vyas. The
Company does not have nominating or compensation committees, or committees
performing similar functions.
The following table sets out the names of the nominees for election as
directors, the country in which each is ordinarily resident, all offices of the
Company now held by each of them, their principal occupations, the period of
time for which each has been a director of the Company, and the number of Common
shares of the Company or any of its subsidiaries beneficially owned by each,
directly or indirectly, or over which control or direction is exercised, as at
the date hereof.
<PAGE>
-4-
<TABLE>
Name, Position and Period as a Director No. of
Country of Residence Principal Occupation or Employment(1) of the Company Shares(1)
-------------------- ------------------------------------- -------------- ---------
<S> <C> <C> <C>
DELBERT W. STEINER President and Chief Executive Officer of the September 15, 1988 to 1,431,782
Director, President, Chairman and Company; Attorney-at-Law present
Chief Executive Officer
Resident of United States
THEODORE J. TOMASOVICH President, PYJ Corporation, a private real July 22, 1997 to 3,598,142(2)
Director estate/equities corporation located in Los present
Resident of United States Angeles, CA
ROBERT A. YOUNG President, Robert A. Young & Associates, a July 23, 1997 to 11,500
Director private corporate finance and development present
Resident of Canada company located in Vancouver, B.C.
JAG VYAS Accountant, self employed July 22, 1997 to Nil
Director present
Resident of Canada
</TABLE>
- ---------------------------------
NOTES:
(1) The information as to principal occupation, and shares beneficially owned
is not within the knowledge of the management of the Company and has been
furnished by the respective nominees.
(2) Shares owned by the Tomasovich Family Trust, of which Theodore Tomasovich
is the trustee and exercises voting control
DIRECTORS AND EXECUTIVE OFFICERS
The following is a listing of the current directors and executive officers of
the Company:
Delbert W. Steiner [52] - President, Chairman, Chief Executive Officer
and Director
Theodore J. Tomasovich [51] - Director
Jag Vyas [55] - Director
Robert A. Young [49] - Director
Wilfried J. Struck [39] - Vice-President, Chief Operating Officer, Mining
and Exploration
Kenneth Scott [40] - Chief Financial Officer
Directors have been elected to serve until the next annual general meeting of
the members. Based upon Canadian corporate regulatory provisions, a majority of
the Company's directors must be Canadian residents.
Delbert W. Steiner, Theodore J. Tomasovich and Jag Vyas were appointed to serve
as the Company's audit committee. The audit committee recommends the appointment
of PricewaterhouseCoopers LLP as auditors for the Company for 1999. This
committee reviews internal accounting and auditing policies and procedures,
budgets, scope of audit and programs to comply with applicable regulatory and
other accounting and income tax requirements relating to financial matters.
These functions were accomplished during regular directors' meetings held
throughout the year.
During 1998, there were ten directors' meetings held, all of which were
telephone meetings. None of the directors attended fewer than 75% of the
meetings called. In addition to formal actions of the board of directors, the
directors participated in separate matters during the year which were documented
by unanimous consent forms, together with numerous informal discussions held
among the directors concerning other business matters. The directors have not
appointed a nominating committee.
BUSINESS BIOGRAPHIES
Directors and Executive Officers
DELBERT W. STEINER is a graduate from Lewis-Clark State College with a
bachelor's degree. He is also a graduate of the University of Idaho with a J.D.
degree in law. He has over 17 years experience in all facets of the legal field
as it
<PAGE>
-5-
pertains to mining and environmental law. He has been the President of the
Company from September 15, 1988 to June 27, 1997 and from July 23, 1997 to
present. He has been the Chief Executive Officer for the Company from June 24,
1996 to June 27, 1997 and from July 23, 1997 to present.
THEODORE TOMASOVICH is a graduate of Georgia with a B.S. in Industrial
Management. Mr. Tomasovich played professional baseball for the Cincinnati Reds
for a short time before getting into real estate with Cabot, Cabot and Forbes in
San Francisco. Cabot, Cabot and Forbes was one of the largest real estate
development entities on the West Coast in September 199, Mr. Tomasovich became
Vice-President and Southern California Regional Manager for Cabot, Cabot and
Forbes and was located in Los Angeles. He has been a director of the Company
since July 22, 1997. Mr. Tomasovich has been the President of PYJ Corporation, a
real estate development company since October 1988.
JAG VYAS has been a self-employed Chartered Accountant with over 20 years of
experience in Vancouver junior resource market companies. Mr. Vyas has been a
director of the Company from July 22, 1997.
ROBERT A. YOUNG for the past 16 years has been involved in a series of corporate
finance and corporate development projects including for several mining
companies listed on the TSE and the VSE. Since 1991, he has been a partner in
Robert A. Young & Associates, a public relations company. He has been a director
of the Company since July 23, 1997.
WILFRIED J. STRUCK is a graduate of the University of British Columbia with a
BASc in Geological Engineering. He has over 20 years experience working in the
exploration and mining industry and on a continual basis since 1985 for a number
of public companies. He has been Vice-President Mining and Exploration and Chief
Operating Officer of the Company since August 29, 1995. Mr. Struck has been a
self employed consulting geological mining engineer since July, 1991.
KENNETH SCOTT is a Chartered Accountant, admitted to the Institute of Chartered
Accountants of British Columbia in 1982. He has been involved in public practice
accounting and audit for 19 years. He has been a partner of Staley, Okada,
Chandler & Scott, Chartered Accountants for over 11 years. Mr. Scott has been
the Chief Financial Officer since March 25, 1995.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth all compensation paid in respect of the
individual who was, at December 31, 1998, the Chief Executive Officer of the
Company. There were no executive officers of the Company whose total salary and
bonus exceeded $100,000 during the financial year ended December 31, 1998.
<TABLE>
Annual Compensation Long Term Compensation
------------------- ----------------------
AWARDS PAYOUTS
Other Securities Long Term
Annual Under Options Incentive All Other
Name and Principal Salary Bonus Compensation Granted Plan Payouts Compensation
Position Year ($) ($) ($) (#) ($) ($)(2)
-------- ---- --- --- --- --- --- ------
<S> <C> <C> <C> <C> <C> <C> <C>
DELBERT W. STEINER 1998 69,000 N/A N/A N/A N/A N/A
President, Chairman
and 1997 69,000 N/A N/A 150,000(1) N/A N/A
Chief Executive
Officer 1996 49,012 N/A N/A N/A N/A N/A
</TABLE>
NOTE:
(1) Option to purchase 150,000 shares at $0.26 per share exercisable until
February 13, 2001.
<PAGE>
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Stock Options
No stock options were granted to or exercised by the Chief Executive Officer
during the financial year ended December 31, 1998.
The following table sets forth the financial year end value of stock options
held by the Chief Executive Officer as at December 31, 1998:
<TABLE>
Aggregated Option Exercises During the Financial Year Ended December 31, 1998
And Financial Year-End Option Values
Unexercised Value of Unexercised in the
Securities Acquired Aggregate Value Options at FY-End Money-Options at FY-End
on Exercise Realized (#) ($)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable(3)
---- --- --- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
DELBERT W. STEINER Nil Nil 60,000(1) N/A
(Exercisable)
Nil Nil 150,000(2) N/A
(Exercisable)
</TABLE>
NOTES:
(1) Stock option to purchase 60,000 Common shares at $0.26 per share,
exercisable until October 30, 1999.
(2) Stock option to purchase 150,000 Common shares at $0.26 per share,
exercisable until February 13, 2001.
(3) Based on the closing price of $0.20 for the shares of the Company on the
Vancouver Stock Exchange on December 31, 1998, the unexercised stock
options were not in-the-money. The net aggregate value was a loss of $3,600
and $9,000 for a total loss of $12,600.
Pension Arrangements
The Company and its subsidiaries do not have any pension arrangements in place
for the Chief Executive Officer.
Termination of Employment, Change in Responsibilities and Employment Contracts
There are no employment contracts between the Company or its subsidiary and the
Chief Executive Officer nor are there any arrangements with the Chief Executive
Officer for compensation in the event of resignation, retirement or any other
termination with the Company or change in the Chief Executive Officer's'
responsibilities following a change in control.
Compensation of Directors
During the financial year ended December 31, 1998, the Company paid Robert A.
Young & Associates, a company controlled by Robert A. Young, a director of the
Company, a fee of US$1,952 for consulting services provided to the Company by
Robert A. Young & Associates.
The Company has no pension plan or other arrangement for cash or non-cash
compensation to directors of the Company (other than the Chief Executive
Officer) ("Other Directors"), except stock options. No stock options were
granted to the Other Directors during the financial year ended December 31,
1998.
The exercise price of stock options must not be lower than the average of the
closing market prices of the Company's shares for the 10 trading days
immediately preceding the date of granting of the options, in accordance with
the rules of the Vancouver Stock Exchange. The terms of any stock option
agreements must provide that the options will terminate 30 days after the
optionee ceases to be a director or employee of the Company, except by reason of
his death, in which case his personal representative may exercise the options
within one year following the date of death or the expiry date, whichever occurs
first.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the Company's security ownership information as
of May 12, 1999 for each director, for all officers of the Company as a group,
and all shareholders believed by the Company to own beneficially more than 5% of
the Company's common shares.
<PAGE>
-7-
<TABLE>
Name and Address of
Beneficial Owner Nature of Ownership (1) Number of Shares/Options(3) Percentage of Ownership(2)
- ---------------- ----------------------- --------------------------- --------------------------
<S> <C> <C> <C>
DELBERT W. STEINER Common Stock 1,431,782 10.59%
3555 Country Club Drive Options and other rights 1,018,000 7.00%
Lewiston, Idaho Total 2,449,782 16.85%
USA 83501
Director and Named Executive
Officer
THEODORE TOMASOVICH Common Stock 3,598,142(4) 26.62%
2641 Lombardy Road Options and other rights 14,841,529(4) 52.34%
San Marino, California Total 18,439,671 65.03%
USA 91108
Director
JAG VYAS Common Stock Nil 0%
#1908 - 777 Cardero Street Options and other rights 100,000 1.36%
Vancouver, B.C. Total 100,000 0.73%
V6G 2G3
Director
ROBERT A. YOUNG Common Stock 11,500 0.09%
307 - 1360 Hornby Street Options and other rights 200,000 1.46%
Vancouver, B.C. Total 211,500 1.54%
V6Z 2L8
Director
ALL EXECUTIVE OFFICERS AND Common Stock 5,283,501 39.10%
DIRECTORS AS A GROUP Options and other rights 16,509,529 54.99%
Total 21,793,030 72.59%
5% SHAREHOLDERS:
Tomasovich Family Trust Common Stock 3,598,142(4) 26.62%
600 Wilshire Boulevard Options and other rights 14,741,529(4) 52.17%
Suite 1410 Total 18,339,671 64.90%
Los Angeles, CA 90017
</TABLE>
NOTES:
(1) Unless other indicated, all securities are owned beneficially and of
record, and such record stockholder has sole voting, investment and
dispositive power.
(2) Calculations of total percentages of ownership outstanding for each
individual assumes the exercise of options and other rights held by that
individual to which the percentage relates. Percentages calculated for
totals of all executive officers and directors as a group assume the
exercise of all options and other rights held by the indicated group.
(3) These options figures only include the number of options and other rights
that are exercisable as of the date hereof.
(4) Includes common shares, options and other rights in the name of the
Tomasovich Family Trust, over which Theodore Tomasovich has voting control.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
Other than as disclosed in this Information Circular or the Information Circular
of the Company dated May 13, 1998, no insider, proposed nominee for election as
a director, or any associate or affiliate of the foregoing, had any material
interest, direct or indirect, in any transaction or proposed transaction since
January 1, 1998 which has materially affected or would materially affect the
Company or any of its subsidiaries.
Convertible Loan #4
On September 10, 1998, the Company entered into a Convertible Loan Agreement
with the Tomasovich Family Trust (the "Trust"), which is controlled by Theodore
Tomasovich, a director of the Company, whereby the Company issued
<PAGE>
-8-
convertible promissory notes in the aggregate principal amount of US$250,000
(Cdn$3787,750) maturing on September 10, 2000. The outstanding principal amount
of the loan may be converted into Units of the Company at any time prior to
maturity by the holder on the basis of one Unit for each Cdn$0.17 of
indebtedness in the first year escalating to Cdn$0.22 per Unit in the second
year. The outstanding principal amount may be repaid at any time by the Company
on or before September 10, 2000. Each Unit consists of one common share and one
non-transferable warrant. A maximum of 2,227,941 Units will be issued if the
convertible loan is converted in its entirety in the first year and a maximum of
1,721,590 Units will be issued if the convertible loan is converted in its
entirety in the second year. The warrants, if any, will entitle the holder to
purchase a maximum of 2,227,941 shares in the capital stock of the Company (if
the convertible loan is converted in its entirety to Units in the first year)
for a term of two years commencing on the date of conversion at a price of
Cdn$0.17 per share in the first year and Cdn$0.22 per share in the second year.
Convertible Loan #5
On October 1, 1998, the Company entered into a Convertible Loan Agreement with
the Trust, whereby the Company issued convertible promissory notes in the
aggregate principal amount of US$322,000 (Cdn$493,336.20) maturing on October 1,
2000. The outstanding principal amount of the loan may be converted into Units
of the Company at any time prior to maturity by the holder on the basis of one
Unit for each Cdn$0.20 of indebtedness in the first year escalating to Cdn$0.25
per Unit in the second year. The outstanding principal amount may be repaid at
any time by the Company on or before October 1, 2000. Each Unit consists of one
common share and one non-transferable warrant. A maximum of 2,244,681 Units will
be issued if the convertible loan is converted in its entirety in the first year
and a maximum of 1,973,344 Units will be issued if the convertible loan is
converted in its entirety in the second year. The warrants, if any, will entitle
the holder to purchase a maximum of 2,466,681 shares in the capital stock of the
Company (if the convertible loan is converted in its entirety to Units in the
first year) for a term of two years commencing on the date of conversion at a
price of Cdn$0.20 per share in the first year and Cdn$0.25 per share in the
second year.
Convertible Loan #6
On January 28, 1999, the Company entered into a Convertible Loan Agreement with
the Trust, whereby the Company issued convertible promissory notes in the
aggregate principal amount of US$115,000 (Cdn$175,927) maturing on January 28,
2001. The outstanding principal amount of the loan may be converted into Units
of the Company at any time prior to maturity by the holder on the basis of one
Unit for each Cdn$0.15 of indebtedness in the first year escalating to Cdn$0.20
per Unit in the second year. The outstanding principal amount may be repaid at
any time by the Company on or before January 28, 2001. Each Unit consists of one
common share and one non-transferable warrant. A maximum of 1,172,846 Units will
be issued if the convertible loan is converted in its entirety in the first year
and a maximum of 879,635 Units will be issued if the convertible loan is
converted in its entirety in the second year. The warrants, if any, will entitle
the holder to purchase a maximum of 1,172,846 shares in the capital stock of the
Company (if the convertible loan is converted in its entirety to Units in the
first year) for a term of two years commencing on the date of conversion at a
price of Cdn$0.15 per share in the first year and Cdn$0.20 per share in the
second year.
Private Placement - 1999
On March 29, 1999, the Company issued by way of private placement a total of
2,000,000 units at Cdn$0.15 (US$0.10) per unit. Each unit consisted of one
common share and one non-transferable common share purchase warrant. One whole
warrant entitles the holder to purchase one common share at Cdn$0.15 (US$0.10)
per share in the first year and Cdn$0.18 (US$0.12) per share in the second year
until March 29, 2001. The following insiders of the Company participated in this
private placement:
<TABLE>
- -------------------------------------- ---------------------------------------- ------------------------------------
Name Relationship Number of Units
- -------------------------------------- ---------------------------------------- ------------------------------------
<S> <C> <C>
Delbert W. Steiner President, Chief Executive Officer and 758,000
Director of the Company
- -------------------------------------- ---------------------------------------- ------------------------------------
Kenneth Scott, Inc. a company controlled by the Chief 100,000
Financial Officer of the Company
- -------------------------------------- ---------------------------------------- ------------------------------------
</TABLE>
APPOINTMENT OF AUDITORS
The management of the Company will recommend to the Meeting to appoint
PricewaterhouseCoopers LLP as auditors of the Company and to authorize the
directors to fix their remuneration. Coopers & Lybrand, a predecessor firm of
<PAGE>
-9-
PricewaterhouseCoopers LLP were first appointed auditors of the Company in June,
1995. A representative of PricewaterhouseCoopers LLP will be present at the
Meeting, will have the opportunity to make a statement if they desire to do so
and will available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS FOR FISCAL YEAR 1999.
PARTICULARS OF OTHER MATTERS TO BE ACTED UPON
Director & Employee Stock Options
The Vancouver Stock Exchange requires shareholder approval to the alteration of
the material terms of outstanding stock options held by insiders of the Company
as well as to the granting of new stock options to insiders of the Company prior
to the exercise thereof. The Company does not have a stock option plan, however,
from time to time grants individual stock options to its directors, senior
officers and employees in accordance with the policies of the Vancouver Stock
Exchange. The Company may wish to alter the terms of outstanding stock options
presently held by insiders and grant new stock options to insiders at any time
prior to the next annual general meeting. Any new stock options granted, or any
alterations made to outstanding stock options, will be in accordance with the
policies of the Vancouver Stock Exchange in effect at the time of granting or
alteration. The present material terms of the policies of the Vancouver Stock
Exchange are summarized as follows:
(a) the aggregate number of shares that may be reserved for issuance pursuant
to the director and employee stock options shall not exceed 10% of the
issued shares at the time the time of granting of the options and the
aggregate number of shares that may be reserved for issuance to any one
optionee shall not exceed 5% of the issued shares. In the case of optionees
who are independent consultants or who are employed in an investor
relations capacity, the aggregate number of options granted in each of
these categories is limited to 2% of the issued shares;
(b) all options shall be non-assignable and non-transferable except as between
an optionee and a wholly owned personal corporation with the consent of the
Vancouver Stock Exchange;
(c) the exercise price of the stock options shall not be less than the average
closing price of the Company's shares on the 10 trading days immediately
preceding the day of granting less any allowable discount, or $0.15 per
share, whichever is the greater. The average must not include a closing
price that occurs earlier than the trading day following the day on which a
material change was announced. If the options are granted within six months
of a public distribution, the exercise price shall be not less than the per
share price paid by the investing public for shares acquired under such
public distribution. If the stock options are granted to a permitted
consultant, the exercise price must be at least equal to the greater of the
market price on the date of grant and $0.15 per share;
(d) the term of exercise of the options shall be for a maximum of five years.
As the Company wishes insiders to be in a position to exercise altered or new
stock options if they so desire, the members will be asked at the Meeting to
pass an ordinary resolution in the following terms:
"RESOLVED that any alterations to outstanding stock options held by
insiders of the Company and the granting of new stock options to insiders
of the Company at any time until the next annual general meeting, on terms
within the policies of the Vancouver Stock Exchange in effect at the time
of alteration or granting, be and the same are hereby approved."
MISCELLANEOUS
Compliance with Section 16(a) of the United States Securities and Exchange Act
of 1934
Based solely upon a review of Forms 3, 4, and 5 and amendments thereto,
furnished to the Company during or respecting its last fiscal year, the
following persons who, at any time during the most recent fiscal year, were
Directors, officers, beneficial owners of more than 10% of any class of equity
securities of the Company or any other persons known to be subject to Section 16
of the Exchange Act failed to file, on a timely basis, reports required by
Section 16(a) of the Exchange Act: Delbert W. Steiner, Chairman, President and
Chief Executive Officer, filed a late Form 4 reporting a single transaction;
Kenneth A. Scott, Chief Financial Officer, filed three late Form 4s and a late
Form 5 reporting an aggregate of six transactions; Wilfried J. Struck,
Vice-President, Mining and Exploration, filed three late Form 4s and a late Form
5
<PAGE>
-10-
reporting an aggregate of nine transactions; Theodore Tomasovich, Director,
filed eight late Form 4s reporting an aggregate of eleven transactions; the
Tomasovich Family Trust, a 10% shareholder, filed a late Form 3 and five late
Form 4s reporting an aggregate of seven transactions; Jag Vyas, Director, filed
one late Form 4 and a late Form 5 reporting an aggregate of three transactions;
and Robert A. Young, Director, filed three late Form 4s and a late Form 5
reporting an aggregate of seventeen transactions.
The Company has assisted the reporting officers, directors and greater than 10%
shareholders in bringing their Section 16(a) reports current and has provided
information to help the Company's officers, directors and greater than 10%
shareholders in complying with their reporting obligations.
Member Proposals
Member proposals intended to be presented at the 2000 Annual General Meeting of
Members of the Company must be received by the Company by December 30, 1999 to
be considered by the Company for inclusion in the Company's information circular
and form of proxy relating to the 2000 Annual General Meeting. Such proposals
should be directed to the attention of the Secretary of the Company at P.O. Box
1124, 504 Main Street, Suite 470, Lewiston, Idaho, USA, 83501.
Management of the Company knows of no matters to come before the Meeting other
than those referred to in the Notice of Meeting accompanying this Information
Circular. However, if any other matters properly come before the Meeting, it is
the intention of the persons named in the form of proxy accompanying this
Information Circular to vote the same in accordance with their best judgment of
such matters.
DATED at Vancouver, British Columbia, this 18th day of May, 1999.
BY ORDER OF THE BOARD OF DIRECTORS
"DELBERT W. STEINER"
Delbert W. Steiner,
President
<PAGE>
PROXY SOLICITED BY MANAGEMENT OF THE COMPANY
Type of Meeting: Annual and Extraordinary
Name of Company: IDAHO CONSOLIDATED METALS CORP. (the "Company")
Meeting Date: Monday, June 28, 1999
Meeting Time: 11:00 a.m.
Meeting Location: Wedgewood Hotel, 845 Hornby Street Vancouver, B.C.
(the "Meeting")
The undersigned member of the Company hereby appoints Delbert W. Steiner,
President, or, failing him, Theodore Tomasovich, Director, or, in place of both
of the foregoing, (print name), as proxyholder for and on behalf of the
undersigned, to attend, vote and act for and in the name of the undersigned
member at the Meeting and at every adjournment thereof. Unless otherwise
expressly stated herein by the undersigned, receipt of this proxy, duly executed
and dated, revokes any former proxy given to attend and vote at the Meeting and
any adjournment thereof.
UNLESS THE UNDERSIGNED DIRECTS OTHERWISE, THE NOMINEE IS HEREBY INSTRUCTED TO
VOTE THE COMMON SHARES OF THE COMPANY HELD BY THE UNDERSIGNED FOR THE FOLLOWING
MATTERS:
<TABLE>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. To authorize the Directors to fix the Auditors'
remuneration ---------- ---------- ----------
2. To approve any alterations to existing stock options
to insiders and the granting of new stock options to
insiders, during the ensuing year ---------- ---------- ----------
</TABLE>
<TABLE>
FOR WITHHOLD
<S> <C> <C>
3. To appoint PricewaterhouseCoopers LLP as the Auditors ---------- ----------
4. To elect Delbert W. Steiner as a Director ---------- ----------
5. To elect Theodore Tomasovich as a Director ---------- ----------
6. To elect Jag Vyas as a Director ---------- ----------
7. To elect Robert A. Young as a Director ---------- ----------
</TABLE>
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR OR AGAINST OR WITHHELD IN
RESPECT OF THE MATTERS LISTED IN ACCORDANCE WITH THE CHOICE, IF ANY, INDICATED
IN THE SPACE PROVIDED ON ANY POLL THAT MAY BE CALLED FOR. IF NO CHOICE IS
INDICATED, THE PROXY WILL BE VOTED FOR SUCH MATTER.
IF ANY AMENDMENTS OR VARIATIONS ARE TO BE VOTED ON, OR ANY FURTHER MATTERS COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREFOR, THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED ACCORDING TO THE BEST JUDGMENT OF THE PERSON VOTING THE
PROXY. THIS FORM SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING NOTICE OF
MEETING AND INFORMATION CIRCULAR.
The undersigned member hereby revokes any proxy
previously given to attend and vote at the
Meeting.
Please sign here: -----------------------------
Date: -----------------------------------------
This proxy form is not valid unless it is
signed and dated. To be valid, this proxy form
DULY EXECUTED AND DATED must arrive at the
offices of the Company's transfer agent,
Montreal Trust Company of Canada, not less than
48 hours (excluding Saturdays, Sundays and
holidays) before the time for holding the
Meeting or any adjournment thereof, or
delivered to the Chairman of the Meeting prior
to the commencement of the Meeting or an
adjourned meeting. The mailing address of
Montreal Trust Company of Canada is 4th Floor,
510 Burrard Street, Vancouver, British
Columbia, V6C 3B9 and its fax number is (604)
683-3694.
<PAGE>
-2-
NOTES:
1. YOU HAVE THE RIGHT TO APPOINT A PERSON TO REPRESENT YOU AT THE MEETING
OTHER THAN THE PERSONS DESIGNATED IN THE FORM OF PROXY. IF YOU WISH TO
EXERCISE THIS RIGHT, INSERT THE NAME OF YOUR NOMINEE IN THE BLANK SPACE
PROVIDED FOR THAT PURPOSE IN THE FORM OF PROXY AND STRIKE OUT THE TWO
PRINTED NAMES.
2. Please date and sign exactly as the shares are registered and return
promptly.
3. If the member is a corporation, its name must be completed in the signature
section of the proxy and the proxy must be signed by a duly authorized
officer or attorney of the corporation and either the corporate seal of the
corporation affixed or the title of the duly authorized officer completed.
4. In the case of shares registered in the name of two or more persons
(including legal representatives), the vote of the senior who exercises a
vote, whether in person or by proxy, shall be accepted to the exclusion of
the votes of other joint registered holders. For this purpose, seniority is
determined by the order in which names stand in the register of members.
5. The directors of the Company have determined by regulation that proxies may
be sent to Montreal Trust Company of Canada by mail, delivery or facsimile
or any method of transmitting legibly recorded messages so as to arrive
before the times specified on page one of this proxy.
6. If you are a non-registered member of the Company and receive these
materials through your broker or through another intermediary, please
complete and return the materials in accordance with the instructions
provided to you by your broker or by the other intermediary. Failure to do
so may result in your shares not being eligible to be voted by proxy at the
meeting. Please contact your broker or the Company if you have questions.
