SCHEDULE 14A INFORMATION
Proxy Statement Pursuant 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 Rule 14a-11(c) or Rule 14a-12
ICHOR Corporation
(Names of Registrant as Specified in Its Charter)
(Names of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check appropriate box):
|X| No filing fee
|_| Fee computed on table below per Exchange Act rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computes 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:
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
ICHOR Corporation
Suite 1250, 400 Burrard Street
Vancouver, British Columbia
Canada V6C 3A6
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
ICHOR Corporation:
Notice is hereby given that the Annual Meeting of Shareholders of ICHOR
Corporation (the "Company") will be held at 6 Cours de Rive, Third Floor, 1211
Geneva, Switzerland at 10:00 a.m., Central Europe Time, July 14, 1999, for the
following purposes:
1. To elect two (2) directors of the Company to hold office until the 2002
Annual Meeting of Shareholders.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on May 21, 1999, as
the record date for the determination of Shareholders entitled to notice of and
to vote at the Annual Meeting.
By Order of the Board of Directors,
Michael J. Smith
President
June 2, 1999
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO COMPLETE,
SIGN, DATE AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE. INSTRUCTIONS FOR THE
PROPER EXECUTION OF PROXIES ARE SET FORTH IN THE PROXY STATEMENT.
<PAGE>
ICHOR Corporation
PROXY STATEMENT
This statement is furnished in connection with the solicitation by the
management of ICHOR Corporation (the "Company") of proxies for use at the Annual
Meeting of Shareholders to be held at 6 Cours de Rive, Third Floor, 1211 Geneva,
Switzerland on July 14, 1999, and any adjournments thereof. If the Proxy is
properly executed and received by the Company prior to the meeting or any
adjournment thereof, the shares of common stock of the Company, par value $.01
per share ("Common Shares"), represented by your Proxy will be voted in the
manner directed. In the absence of voting instructions, the Common Shares will
be voted for the nominees for director. The Proxy may be revoked at any time
prior to its use by filing a written notice of revocation of Proxy or a Proxy
bearing a date later than the date of the Proxy with the Secretary of the
Company, Mr. Roy Zanatta, Suite 1250, 400 Burrard Street, Vancouver, British
Columbia, Canada V6C 3A6, or by attendance at the meeting and voting your Common
Shares in person. If you attend the meeting and have submitted a Proxy, you need
not revoke your Proxy and vote in person unless you elect to do so. The Proxy
Statement and form of Proxy are being mailed to Shareholders commencing on or
about June 3, 1999.
The holders of a majority of the Common Shares outstanding and entitled to
vote at the Annual Meeting must be present in person or represented by Proxy in
order for a quorum to be present. Under applicable law, abstentions and broker
non-votes will be counted for purposes of establishing a quorum, but will have
no effect on the vote for election of directors.
Proxies will be solicited primarily by mail and may also be solicited
personally and by telephone by directors, officers and regular employees of the
Company without additional remuneration therefor. The Company may also reimburse
banks, brokers, custodians, nominees and fiduciaries for their reasonable
charges and expenses in forwarding Proxies and Proxy materials to the beneficial
owners of the Common Shares. All costs of solicitation of Proxies will be borne
by the Company. The Company does not presently intend to employ any other party
to assist in the solicitation process.
The close of business on May 21, 1999, has been fixed as the record date
(the "Record Date") for the determination of Shareholders entitled to notice of
and to vote at the Annual Meeting.
On the Record Date, there were 4,907,520 Common Shares of the Company
issued and outstanding. Each Common Share is entitled to one vote on each of the
matters properly presented at the Annual Meeting. Cumulative voting in the
election of directors is not permitted. Assuming a quorum is present, directors
will be elected by a plurality of votes cast at the meeting.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Shares as of April 28, 1999, by: (i) all
persons known by the Company to own more than five percent of the outstanding
Common Shares; (ii) each of the Company's executive officers and directors that
beneficially owns any Common Shares; and (iii) all executive officers and
directors as a group. The following is based solely on statements filed with the
Securities and Exchange Commission or other information the Company believes to
be reliable.
<TABLE>
<CAPTION>
Name and Address of
Beneficial Owner Amount and Nature of
Beneficial Ownership(1) Percent of Class
<S> <C> <C>
MFC Bancorp Ltd.
6 Rue Charles-Bonnet 6,150,448(2) 82.1%
1206 Geneva, Switzerland
Michael J. Smith 0
6 Rue Charles-Bonnet
1206 Geneva, Switzerland
Roy Zanatta 0
Suite 1250
400 Burrard Street
Vancouver, British Columbia
John M. Musacchio 180,050(3) 3.5%
507 Lakewood Drive
Monroeville, PA 15146
Leonard Petersen 10,000(4) *
Suite 1270, Granville Street
Vancouver, B.C.
Canada V7Y 1G6
Young-Soo Ko 0
Room 1202, 12-F
Wing On Centre
111 Connaught Road
Central
Hong Kong
Jae-Sun Lee 0
Eunsung Building
722-3, Han-Nam-Dong
Yong San-Ku
Seoul, Korea
All executive officers and directors 190,050(5) 3.5%
as a group (6 persons)
- -----------------
* Less than 1%.
(1) To the extent set forth in the footnotes below, includes Common Shares
issuable in exchange for the Company's 5% Cumulative Redeemable Convertible
Preferred Shares, Series 1 ("Preferred Shares"). The conversion price is 90% of
the 20-day average closing trading price of the Common Shares on the stock
exchange or quotation system through which the largest number of Common Shares
traded during the period immediately preceding the date that notice of
conversion is delivered to the Company. For the purposes of this table, the
conversion price and amount of Common Shares underlying the Preferred Shares has
been calculated as of April 28, 1999, based on a conversion price of $1.56 per
Common Share.
(2) Represents 3,570,320 outstanding Common Shares and the 2,580,128 Common
Shares into which the 402,500 Preferred Shares beneficially owned by MFC Bancorp
Ltd. ("MFC") were convertible at April 28, 1999. MFC shares voting and
dispositive power over these Common Shares with MFC Merchant Bank SA and over
these Preferred Shares with Sutton Park International Ltd. ("Sutton Park") and
Constable Investments Ltd. ("Constable"). MFC Merchant Bank, Sutton Park and
Constable are wholly-owned operating companies of MFC.
(3) Includes 180,000 Common Shares underlying options exercisable within 60
days.
(4) Represents Common Shares underlying options exercisable within 60 days.
(5) Includes 190,000 Common Shares underlying options exercisable within 60
days.
</TABLE>
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The number of directors of the Company is established at six. The votes of
a plurality of the Common Shares present in person or by Proxy at the Annual
Meeting are required to elect the directors.
The Board of Directors is divided into three classes. Pursuant to the
Bylaws of the Company, two (2) directors will serve until the Annual Meeting in
2000, two (2) directors will serve until the Annual Meeting in 2001 and two (2)
directors are to be elected at this Annual Meeting to serve until the Annual
Meeting in 2002.
The nominees, Mr. John Mussachio and Mr. Young-Soo Ko, presently serve as
directors and each of them has indicated that he is willing and able to serve as
a director following the Annual Meeting. If either nominee is unable or
unwilling to serve, the accompanying proxy may be voted for the election of such
other person as shall be designated by the Board of Directors. Proxies received
by the Company on which no designation is made will be voted FOR the nominee.
Directors
The following table sets forth information regarding each nominee for
election as a Director and each Director whose term of office will continue
after the Annual Meeting.
<TABLE>
<CAPTION>
Expiration of
Name Current Position with the Company Age Term as a Director
<S> <C> <C> <C>
Michael J. Smith President, Chief Financial Officer,
Treasurer and Director 51 2001
Roy Zanatta Secretary and Director 34 2001
John Musacchio Director 51 1999
Young-Soo Ko Director 42 1999
Leonard Petersen Director 45 2000
Jae-Sun Lee Director 72 2000
</TABLE>
Michael J. Smith became a director of the Company during 1996 and President
and Chief Financial Officer of the Company on January 10, 1997. Mr. Smith is the
President, Chief Executive Officer and a director of MFC. He was Chief Financial
Officer of Mercer International Inc. from May 1988 until 1996. Mr. Smith is
Chief Executive Officer, Chief Financial Officer and a director of Logan and of
Drummond.
Roy Zanatta is currently an employee and director of MFC and has been
associated with MFC in various capacities since 1993. Mr. Zanatta joined
Drummond as Secretary in March 1995 and became a Vice-President in May 1995.
During 1992 and 1993, he was employed as a management consultant by the British
Columbia Hydro and Power Authority, a major electric utility. From 1991 to 1992,
Mr. Zanatta was employed as a project manager with the Canadian Standards
Association. Mr. Zanatta earned a B.Sc. Degree in 1987 from the University of
British Columbia and an M.B.A. from McGill University in 1991.
Leonard Petersen has been a director of the Company since 1996. Since 1990,
he has served as a director and a senior officer of Pemcorp Management, Inc. He
was a chartered accountant with Davidson & Company from 1987 to 1990. Mr.
Petersen is a director of Logan.
John Musacchio was President of the Company from July 1994 until January
10, 1997, and Chief Operating Officer until December 1998. Mr. Musacchio served
as Vice President - Technical Services of PDG Environmental, Inc. ("PDGE") from
November 1992 until July 1994. In this position he was responsible for PDGE's
remediation business. From 1984 until November 1992, Mr. Musacchio was a partner
at Paul C. Rizzo Associates, Inc., an environmental consulting firm. During that
period he served as Director, Senior Vice President and Chief Operating Officer
of that corporation.
Young-Soo Ko became a director of the Company in February 1998. Since 1991,
he has been the Managing Director of Sung Sim Services Ltd., and from 1984 until
1991 he was the Manager of Kolon Trading Co., Ltd. of Seoul, Korea, and Hong
Kong. Mr. Ko earned a B.A. Degree in International Commerce in 1984 from Dankook
University in Seoul.
Jae-Sun Lee became a director of the Company in February 1998. Since 1990,
he has been the Chairman of EE-Chin Industrial Co. Ltd., Seoul, Korea. He earned
a Masters Degree in Economics in 1962 from Sung Kyun-Kwan Graduate School in
Korea and he graduated in 1960 from the National Defense College in Korea.
During the fiscal year ended December 31, 1998 the Board of Directors acted
on three occasions by unanimous written consent.
<PAGE>
Committees of the Board
The Company has established an Audit Committee. The function of the Audit
Committee is to meet with and review the results of the audit of the Company's
financial statements performed by the independent public accountants and to
recommend the selection of independent public accountants. The members of the
audit committee are Mr. Smith, Mr. Lee and Mr. Ko. In 1998, the Audit Committee
did not meet.
The Company also has established a Compensation Committee. The members of
the Compensation Committee are Mr. Zanatta and Mr. Smith. The primary duty of
the Compensation Committee is to grant stock options under the Company's Stock
Option Plan and to review the performance of management and make recommendations
with respect to management compensation and award bonuses to employees and
consultants under the Company's Incentive Bonus Plan. In 1998, the Compensation
Committee did not meet.
The Company does not have a Nominating Committee.
Executive Compensation
The following table sets forth for the last three fiscal years information
on the annual compensation for the Company's chief executive officer ( the
"CEO") and the Company's only executive officer other than the CEO that received
aggregate annual remuneration from the Company in excess of $100,000 during the
fiscal year ended December 31, 1998 (collectively, with the CEO, the "Named
Executive Officers").
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Annual Compensation Compensation
----------------------------------------------------------
Securities
Other Underlying
Name and Principal Annual Options/ All Other
Position Year Salary($) Bonus($) Compensation($) SARs(#) Compensation($)
-------- ---- --------- -------- --------------- ------- ---------------
<S> <C> <C> <C> <C> <C>
Michael J. Smith, 1998 0 0 0 0 0
President and Chief 1997 0 0 0 0 0
Financial Officer 1996(1) 0 0 0 10,000 0
John M. Musacchio, Chief 1998 151,250 0 0 0 8,250
Operating Officer(2) 1997 170,250 0 0 120,000 0
1996(1) 114,960 0 0 0 0
- -----------------------
(1) Represents the eleven-month period from February 1 through December 31,
1996. Effective February 1, 1996, the Company changed its fiscal year
to a calendar year. Prior to that, the Company's fiscal year ended
January 31.
(2) Resigned as Chief Operating Officer effective December 1998.
</TABLE>
Stock Options
No stock options were granted to Named Executive Officers during 1998.
<PAGE>
Option Exercises; Outstanding Options
The table below provides information on exercises of options during 1998 by
the Named Executive Officers and information with respect to unexercised options
held by the Named Executive Officers at December 31, 1998.
Aggregated Option/SAR Exercises in Last Fiscal Year and
Fiscal Year-End Option/SAR Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Unexercised In-The-Money
Options/SARs at Options/SARs at
Common Shares Fiscal Year-End (#) Fiscal Year-End ($)
Acquired on Exercisable/ Exercisable/
Name Exercise (#) Value Realized ($) Unexercisable Unexercisable
---- ------------ ------------------ ------------- -------------
<S> <C> <C> <C> <C>
John M. Musacchio 0 0 120,000/120,000 270,000/120,000
</TABLE>
Compensation of Directors
Employee directors are not compensated in their role as directors. The
outside directors of the Company receive $500 for each meeting they attend plus
reimbursement for their actual expenses incurred in attending such meetings. In
addition, the Company has established the 1994 Plan which provides for grants of
options to employee and non-employee directors.
Pursuant to the 1994 Plan, each non-employee director ordinarily is
automatically granted an option to purchase 10,000 shares upon becoming a
director. Each director who has served for at least 12 months ordinarily will
automatically be granted an additional option to purchase 1,250 shares on the
fifth business day following the Company's Annual Meeting of Shareholders.
Options granted to non-employee directors are exercisable immediately upon grant
and for a period of ten years thereafter. No non-employee director may be
awarded more than 15,000 options.
Options granted to non-employee directors have a per share exercise price
equal to at least the fair market value of a share of the Company's Common
Shares at the time the option is granted. Options granted to non-employee
directors terminate ten years from grant, unless the termination is due to the
director's death, in which event the exercise period is one year following
death, but not beyond the original maximum term of the option. During the fiscal
year ended December 31, 1997, no options were granted to non-employee directors.
The following Report of the Compensation Committee on Executive
Compensation and the Peformance Graph included in this Proxy Statement shall not
be deemed to be incorporated by reference by any general statement incorporating
for reference this Proxy Statement into any filing under the Securities Act of
1933 or the Securities Exchange Act of 1934, except to the extent the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under the Acts.
<PAGE>
Report of the Compensation Committee on Executive Compensation
The Company's approach to executive compensation is designed to enable it
to recruit, retain and motivate executives to achieve the Company's performance
objectives and to increase shareholder value. The Company currently determines
executive compensation using a number of different criteria. Each executive
officer's individual performance and area of responsibility is evaluated on an
annual basis in relation to base salary, comparative compensation surveys which
include benefits and the Company's long-term incentive compensation plans.
Performance management reviews are conducted periodically for all employees
of the Company and executive officers. Individual goals are established at that
time, incorporating the overall strategic plans and objectives of the Company.
The performance review focuses on an executive officer's specific area of
responsibility, accomplishments and contributions as they relate to both
personal performance and the Company's overall performance.
The basic benefits offered to executive officers, which include
participation in the Company's 401(k) Plan, group health insurance, group term
life insurance and disability insurance, are the same as those provided to other
employees of the Corporation. Additionally, certain executive officers are
provided with automobile allowances and club memberships which are used for both
business and personal purposes.
Executive officers of the Company are eligible to participate in the
Company's 1994 Plan and the Company's 1995 Qualified Incentive Stock Option Plan
(the "1995 Plan"). The Compensation Committee approves periodic grants of
options to executive officers under the 1994 Plan and the 1995 Plan as part of
the performance review process.
Since the Company' s business is in transition, Mr. Smith declined to take
a salary or bonus in 1998.
This report was approved by the Compensation Committee.
/s/ Roy Zanatta /s/ Michael Smith
<PAGE>
Performance Graph
The information set forth in the table below and graphically on the
following page compares the value of the Common Shares to the Nasdaq Market
Index and an industry index representing peer issuers. Each of the total
cumulative total returns presented assumes a $100.00 investment on February 9,
1995, the date of the Company's initial public offering, and reinvestment of
dividends. The industry index of peer issuers is comprised of the following
securities: EA Engineering Science & Technology; EMCON; GZA Geoenvironmental
Technologies, Inc.; IT Group, Inc. (formerly International Technology Corp.);
Sevenson Environmental; and Roy F. Weston Inc. (Class A). Fluor Daniel GTI Inc.
(formerly Groundwater Technology, Inc.) and OHM Corp., which previously were
included in the group of peer issuers, were omitted from this year's group as
they were both acquired by IT Group during 1998. New Horizons Worldwide
(formerly Handex Corp.), which previously was included in the group of peer
issuers, was omitted from this year's group as it changed its line of business
during 1998 and is no longer a peer company.
<TABLE>
<CAPTION>
Company or Index February 9, 1995 Fiscal Year Ended December 31
- ---------------- ----------------- -------------------------------------------------------------
1995 1996 1997 1998
---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
ICHOR Corporation 100.00 13.89 37.50 33.33 66.67
Peer Group Index 100.00 94.54 99.09 106.19 114.41
Nasdaq Market Index 100.00 128.69 159.91 195.61 275.89
</TABLE>
<PAGE>
Certain Relationships and Related Party Transactions
In February 1998, Conqueror Holdings Ltd. ("Conqueror") completed the
acquisition of 30,000 Preferred Shares for $300,000. . Michael J. Smith,
President, Chief Financial Officer, Treasurer and a director of the Company, is
President and a director of Conqueror.
On March 6, 1998, Logan International Corp. ("Logan") completed the
acquisition of 142,500 Preferred Shares in consideration of debt forgiveness in
the amounts of $600,000 and $825,000 effective, respectively, September 30 and
December 31, 1997. The indebtedness had been represented by the Company's 8%
note due December 1999, payable monthly to Logan and collateralized by certain
assets of the Company's subsidiaries. Logan waived interest of $114,000 due for
1997. During 1998, Logan sold all of its Common Shares to a subsidiary of MFC.
Mr. Smith is President, Chief Financial Officer and a director of Logan and
President, Chief Executive Officer and a director of MFC. Roy Zanatta, Secretary
and a director of the Company, is Secretary and a director of MFC.
On March 6, 1998, the Company issued 175,000 Preferred Shares to Sutton
Park in consideration of $1,000,000 cash and Sutton Park's release, effective
December 31, 1997, of the Company's guarantee of a $750,000 loan to Ortek Inc.
("Ortek") due January 1, 1999. Interest on the loan accrued at 11% per annum and
was secured by all of Ortek's personal property. Sutton Park is a wholly-owned
operating subsidiary of MFC and shared voting and dispositive power with MFC
over 20.9% of the Company's Common Shares as of May 8, 1998, including 1,296,296
Common Shares issuable upon conversion of the 175,000 Preferred Shares
calculated as of May 8, 1998, based upon a conversion price of $1.35 per Common
Share. Mr. Smith is a director of Sutton Park.
On March 6, 1998, Constable completed the acquisition of 85,000 Preferred
Shares for $850,000. Constable is a wholly-owned operating subsidiary of MFC and
shared voting and dispositive power with MFC over 11.4% of the Company's Common
Shares as of May 8, 1998, including 629,630 Common Shares issuable upon
conversion of the 85,000 Preferred Shares calculated as of May 8, 1998, based
upon a conversion price of $1.35 per Common Share. Mr. Smith is a director of
Constable.
Drummond established a $750,000 credit facility for the Company pursuant to
a loan agreement effective January 15, 1997, as amended effective June 30, 1997.
The demand loan is secured by all of the personal property of the Company and
accrues interest at 10% per annum. After June 30, 1997, Drummond increased the
credit facility on the same terms to $780,000. That amount was the principal
balance outstanding at December 31, 1998 and the amount currently outstanding.
Drummond shares voting and dispositive power with MFC over approximately 22% of
the Company's Common Shares as of March 31, 1999. Mr. Smith is President, Chief
Executive Officer, Chief Financial Officer and a director of Drummond. Mr.
Zanatta is Vice President and a director of Drummond.
Indebtedness of Management
At December 31, 1998, the Company had an intercompany receivable from
Sutton Park in the amount of $540,000, which is not yet paid. The receivable
represents an amount that Sutton Park collected on the Company's behalf in
connection with the Company's sale of a subsidiary in 1998 to an unrelated third
party.
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act") requires that the Company's officers and directors, and persons
who own more than 10% of a registered class of the Company's equity securities,
file reports of ownership and changes of ownership with the Securities and
Exchange Commission (the "SEC"). Officers, directors and greater than 10%
shareholders are required by SEC regulation to furnish the Company with copies
of all such reports they file.
Based solely on the review of the copies of such reports received by the
Company, the Company believes that, with respect to its fiscal year ended
December 31, 1998, all of its executive officers, directors and 10% shareholders
filed all required reports under Section 16(a) in a timely manner.
INDEPENDENT ACCOUNTANTS AND AUDITORS
Peterson Sullivan P.L.L.C., Certified Public Accountants, has been selected
by the Board of Directors to examine the consolidated financial statements of
the Company and its subsidiaries for the fiscal year ending December 31, 1999.
Peterson Sullivan P.L.L.C. examined the consolidated financial statements of the
Company and its subsidiaries for the year ended December 31, 1998.
Representatives of Peterson Sullivan P.L.L.C. are not expected to be present at
the Annual Meeting.
FUTURE SHAREHOLDER PROPOSALS
Any proposal that a Shareholder intends to present at the next Annual
Meeting of Shareholders must be received by the Company on or before February 3,
2000.
OTHER MATTERS
The Board of Directors knows of no matter other than those mentioned in the
Proxy Statement to be brought before the meeting. If other matters properly come
before the meeting, it is the intention of the Proxy holders to vote the Proxies
in accordance with their judgment. If there are insufficient votes to approve
any of the proposals contained herein, the Board of Directors may adjourn the
meeting to a later date and solicit additional Proxies. If a vote is required to
approve such adjournment, the Proxies will be voted in favor of such
adjournment.
A copy of the Company's Annual Report on Form 10-K to the Securities and
Exchange Commission will be provided to Shareholders without charge upon written
request directed to Shareholders Information, ICHOR Corporation, Suite 1250, 400
Burrard Street, Vancouver, British Columbia, Canada V6C 3A6.
By order of the Board of Directors.
DATE: June 2, 1999.
<PAGE>
PROXY
ICHOR CORPORATION
Suite 1250, 400 Burrard Street
Vancouver, British Columbia, Canada V6C 3A6
This Proxy is solicited on behalf of the Board of Directors of ICHOR
Corporation.
The undersigned hereby appoints Michael J. Smith and Rene Randall, and each
of them, as proxies, each with the power of substitution to represent and to
vote as designated below, all the shares of common stock of ICHOR Corporation
held of record by the undersigned on May 21, 1999, at the Annual Meeting of
Shareholders to be held on July 14, 1999, or any adjournment thereof.
1. ELECTION OF DIRECTORS
FOR the nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for the nominees
to the contrary below) |_| listed below |_|
(Instruction: To withhold authority to vote for a nominee, strike a line
through the nominee's name in the list below.)
John Musacchio (Term will expire in 2002)
Young-Soo Ko (Term will expire in 2002)
2. In their discretion, the Proxy holders are authorized to vote upon
such other business as may properly come before the meeting.
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this Proxy will
be voted FOR Proposal 1.
Please sign exactly as name appears on your share certificates. When shares
are held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
DATED _________________, 1999
Signature
Print Name
Signature, if jointly held
Print Name
Please mark, sign, date and return this Proxy promptly using the enclosed
envelope.
