SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities and
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 Section 240.14a-11(c) or
Section 240.14a-12
SUMMO MINERALS CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which
transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
_____________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement Number:
3) Filing party:
4) Date filed:
<PAGE>
SUMMO MINERALS CORPORATION
Corporate Offices: 1100 Denver Center Bldg., 1776 Lincoln St.,
Denver, Colorado, 80203
Tel: (303) 861-5400; Fax: (303) 863-1736
Registered/Records Offices: 860 - 625 Howe Street, Vancouver,
B.C. V6C 2T6
Tel: (604) 687-7545; Fax: (604) 689-5041
NOTICE OF ANNUAL GENERAL MEETING OF MEMBERS
TAKE NOTICE that the Annual General Meeting of Members of Summo
Minerals Corporation (the "Company") will be held at the Queen
Anne Room, Hotel Georgia, 801 West Georgia Street, Vancouver,
British Columbia on Friday June 20, 1997 at the hour of 11:00
o'clock in the forenoon (Vancouver time) for the following
purposes:
1. To receive the Report of the Directors.
2. To receive the financial statements of the Company for its
fiscal year ended December 31, 1996, and the report of the
Auditors thereon.
3. To elect Directors.
4. To re-elect Coopers & Lybrand, Chartered Accountants, to act
as auditors and to authorize the Directors to fix their
remuneration.
5. To consider, and if thought fit, to approve the issuance of
stock options to certain directors, officers and employees
during fiscal 1996.
PERSONS TO WHOM SUCH OPTIONS WERE ISSUED SUBJECT TO MEMBER
APPROVAL SHALL ABSTAIN FROM VOTING ON THEIR RESPECTIVE
GRANTS. THE APPROVAL OF A MAJORITY OF DISINTERESTED MEMBERS
OF THE COMPANY IS THEREFORE SOUGHT FOR EACH OPTION GRANT.
6. To transact any other business which properly come before
the Meeting, or any adjournment thereof.
Accompanying this Notice are an Information Circular and Proxy. A
member entitled to vote at the Meeting is entitled to appoint a
proxy to attend and vote in his stead. If you are unable
to attend the Meeting in person, please date, execute, and return
the proxy within the time set out in the Proxy.
DATED at Vancouver, British Columbia, this 16th day of May, 1997.
ON BEHALF OF THE BOARD OF DIRECTORS
GREGORY A. HAHN, PRESIDENT
SUMMO MINERALS CORPORATION
Corporate Offices: 1100 Denver Center Bldg., 1776 Lincoln St.,
Denver, Colorado, 80203
Tel: (303) 861-5400; Fax: (303) 863-1736
Registered/Records Offices: 860 - 625 Howe Street, Vancouver,
B.C. V6C 2T6
Tel: (604) 687-7545; Fax: (604) 689-5041
ANNUAL GENERAL MEETING OF MEMBERS TO BE HELD ON JUNE 20, 1997
INFORMATION CIRCULAR AS AT APRIL 25, 1997
SOLICITATION OF PROXIES
THIS INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE
SOLICITATION OF PROXIES BY AND ON BEHALF OF THE MANAGEMENT OF
SUMMO MINERALS CORPORATION (the "Company") for use at the Annual
General Meeting of shareholders of the Company to be held at the
Queen Anne Room, Hotel Georgia, 801 West Georgia Street,
Vancouver, British Columbia, on Friday, June 20, 1996, at the
hour of 11:00 o'clock in the forenoon (Vancouver time) and any
adjournment thereof, for the purposes set forth in the attached
Notice of Meeting. Except where otherwise indicated, the
information contained is stated as of April 25, 1997. The Company
anticipates that this Information Circular and the accompanying
form of proxy will first be sent or given to members on or about
May 16, 1997.
All cost of this solicitation will be borne by the Company. In
addition to the solicitation of proxies by mail, directors,
officers and some regular employees may solicit proxies
personally, by telephone or telegraph, but will not receive
compensation for so doing.
APPOINTMENT OF PROXYHOLDER
The persons named as proxyholder in the accompanying form of
proxy were designated by the management of the Company
("Management Proxyholder"). A shareholder desiring to appoint
some other person ("Alternate Proxyholder") to represent him at
the Meeting may do so by either striking out the printed names
and inserting the Alternate Proxyholder's name or by completing
another proper form of proxy. A person appointed as proxyholder
need not be a shareholder of the Company. All completed proxy
forms must be deposited with Pacific Corporate Trust Company, not
less than forty- eight (48) hours, excluding Saturdays, Sundays,
and holidays, before the time of the Meeting.
REVOCATION OF PROXY
A proxy may be revoked, before it is exercised, either by:
(a) signing a proxy bearing a later date or signing and dating a
written notice of revocation (in the same manner as the proxy is
required to be executed as set out in the notes to the proxy),
and depositing it at the time and place specified above for the
proxy; or
(b) registering in person with the Scrutineer at the Meeting.
EXERCISE OF DISCRETION BY PROXYHOLDER
The proxyholder will vote for or against or withhold from voting
the shares, as directed by the shareholder on the proxy, on any
ballot that may be called for. In the absence of any such
direction, the Management Proxyholder will vote in favour of
matters described in the proxy.
The enclosed form of proxy confers discretionary authority upon
the proxyholder with respect to amendments or variations to
matters identified in the Notice of Meeting and other matters
which may properly come before the Meeting. At present,
Management of the Company knows of no such amendments or
variations.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
On April 15, 1997, there were 20,003,160 common shares issued and
outstanding, each share carrying the right to one vote. Only
members of record at the close of business on May 12, 1996, will
be entitled to vote in person or by proxy at the Meeting or any
adjournment thereof. The presence in person or by proxy of two
members holding not less than one-twentieth of the issued shares
entitled to vote at the Meeting is necessary to constitute a
quorum at the Meeting. If a quorum should not be present, the
Meeting may be adjourned from time to time until a quorum is
obtained in accordance with the Company's Articles.
The affirmative vote of a majority of shares represented in
person or by proxy will be required to approve all of the matters
to be acted upon at the Meeting except as follows. The Company
intends to place before the members at the Meeting a resolution
to approve options granted to six of the Company's insiders.
Each option grant must be approved by the disinterested members
of the Company and accordingly each grantee shall abstain from
voting with respect to his or her option.
To the knowledge of the Directors or Senior Officers of the
Company, the beneficial owners or persons exercising control or
direction over Company shares carrying more than 10% of the
outstanding voting rights are:
Percent of
Number of Outstanding
Type of Securities Voting
Name Ownership Owned Securities
St. Mary Minerals Direct & 9,924,093 49.61%
Inc.(1) Beneficial
(1) St. Mary Minerals Inc. ("St. Mary") is a Colorado
corporation with a head office at 1100-1776 Lincoln Street,
Denver, Colorado, 80203. Mark A. Hellerstein is an officer and
director of St. Mary and a director of the Company and a director
and officer of its wholly-owned subsidiary. St. Mary is a
wholly-owned subsidiary of St. Mary Land and Exploration Co., a
public company whose shares are posted and listed for trading on
NASDAQ. In addition to its direct shareholding, St. Mary holds
warrants which entitle it to purchase up to an additional
3,536,090 shares of the Company.
The following table shows beneficial ownership of shares of the
Company's outstanding common shares as of April 15, 1997,
computed in accordance with the regulations promulgated by the
United States Securities and Exchange Commission(1), (i) by all
persons, insofar as is known to the Company, owning more than 5%
of such shares and (ii) by each director, each of the executive
officers and all directors and executive officers as a group. As
of April 15, 1997, there were 20,003,160 shares of common shares
issued and outstanding. The following shares include shares
underlying certain options and warrants previously granted,
although such options have not been exercised (see footnote 1
below).
Amount and
Name and Nature of Percent
Title of Position of Beneficial of
Class Beneficial Owner Ownership Class
Common Shares St. Mary Minerals Inc. 13,460,183(2) 57.2%
Shareholder
1776 Lincoln Street
Suite 1100
Denver, CO 80203
Common Shares Matthew J. Mason 1,577,491(3) 7.79%
Shareholder
1930 Nelson Avenue
West Vancouver, B.C.
Canada V7V 2P4
Common Shares John E. Robins 1,034,898(4) 5.09%
Vice President
and Director
Box 210
#17 Brunswick Beach
Lions Bay, B.C.
Canada V1T 6L4
Common Shares John W. Ivany 336,250(5) 1.67%
Director
97 Marsh Harbour
Aurora, Ontario
Canada L4G 5Y8
Common Shares Gregory A. Hahn 361,000(6) 1.79%
CEO, President and
Director
1776 Lincoln Street
Denver, CO 80203
Common Shares Robert A. Prescott 170,000(7) 0.84%
Vice President of
Operations,
Summo USA
P.O. Box 847
Moab, Utah 84532
Common Shares Robert Mason 78,500(8) 0.39%
Director
4145 Staulo Crescent
Vancouver, B.C.
Canada
Common Shares Frank E. Shanley 100,000(9) 0.50%
Director
444 Madison Avenue
34th Floor
New York, NY 10022-6988
Common Shares Mark A. Hellerstsein 150,000(10) 0.74%
Chairman of the Board
1776 Lincoln Street
Denver, CO 80203
Common Shares J. Douglas Little 150,000(11) 0.74%
Director
4810 Puget Drive
Vancouver, B.C.
Canada V6L 2W3
Common Shares James D. Frank 172,000(12) .85%
Vice President of Finance
Chief Financial Officer
1776 Lincoln Street
Denver, CO 80203
Common Shares All directors and execu- 2,477,648 11.64%
tive officers as a group
(nine persons)
(1) Rule 13d-3 under the Securities Exchange Act of 1934,
involving the determination of beneficial owners of securities,
includes as beneficial owners of securities, among others, any
person who directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise has or
shares voting power and/or investment power with respect to such
securities; and any person who has the right to acquire
beneficial ownership of such security within sixty days through
means including but not limited to the exercise of any option,
warrant, right or conversion of a security. Any securities not
outstanding which are subject to such options, warrants, rights
or conversion privileges are deemed to be outstanding for the
purpose of computing the percentage of outstanding securities of
the class owned by such person, but are not deemed to be
outstanding for the purpose of computing the percentage of the
class by any other person.
(2) St. Mary Minerals Inc. ("St. Mary") is a Colorado
corporation. Mark A. Hellerstein is an officer and director of
St. Mary and Chairman of the Board of the Company and a director
and officer of its U.S. Subsidiary. St. Mary holds 9,924,093
shares directly. St. Mary also holds warrants to acquire an
additional 2,920,000 shares at an exercise price of $1.21 Cdn.
until October 17, 1997. Mr. Hellerstein owns no stock in St.
Mary and disclaims beneficial ownership of the shares of the
Company held by St. Mary.
(3) Mr. Mason holds 1,178,029 shares directly and as
beneficiary of a trust, an additional 159,462 shares indirectly
through a Canadian company controlled by him, and warrants to
acquire 240,000 shares at an exercise price of $1.21 Cdn. per
share until October 17, 1997. Mr. Mason is also the record
holder of an additional 175,000 shares for which he disclaims
beneficial ownership.
(4) Mr. Robins holds 705,498 shares directly and as
beneficiary of a trust, an additional 14,400 shares indirectly
through a Canadian company controlled by him, warrants to acquire
240,000 shares at an exercise price of $1.21 Cdn. until October
17, 1997 and an option to purchase 150,000 shares at an exercise
price of $1.40 Cdn. per share. Options for 75,000 of these
shares will be vested within sixty days. 100,000 shares of the
Company's Common Shares are held in trust for the benefit of Mr.
Robins' wife. Mr. Robins disclaims beneficial ownership of such
shares.
(5) Mr. Ivany holds 236,250 shares directly and an option to
acquire 100,000 shares at an exercise price of $1.20 Cdn. per
share.
(6) Mr. Hahn holds 166,000 shares directly, an option to
acquire 100,000 shares at an exercise price of $1.20 Cdn. per
share, an option to acquire 50,000 shares at an exercise price of
$2.10 Cdn. per share and an option to purchase 120,000 shares at
$1.10 Cdn. per share. A maximum of 195,000 of Mr. Hahn's options
could be vested within sixty days.
(7) Mr. Prescott holds an option to acquire 100,000 shares
at an exercise price of $1.20 Cdn. per share and an option to
purchase 120,000 shares at $1.10 Cdn. per share. A maximum of
170,000 of Mr. Prescott's options could be vested within sixty
days.
(8) Mr. Mason holds 16,100 shares directly and 24,900 shares
jointly with his spouse. He also holds an option to acquire
150,000 shares at an exercise price of $1.50 Cdn. per share.
Options for 37,500 shares are currently vested.
(9) Mr. Shanley holds 25,000 shares directly, an option to
acquire 50,000 shares at an exercise price of $1.20 Cdn. per
share, and an option to acquire 100,000 shares at an exercise
price of $1.50 Cdn. per share. Options for 75,000 shares are
currently vested.
(10) Mr. Hellerstein holds an option to acquire 150,000
shares at an exercise price of $1.20 Cdn. per share.
(11) Mr. Little holds an option to acquire 150,000 shares at
an exercise price of $1.20 Cdn. per share.
(12) Mr. Frank holds 2,000 shares directly, an option to
acquire 100,000 shares at an exercise price of $1.20 Cdn. per
share and an option to acquire 120,000 shares at an exercise
price of $1.10 Cdn. per share. A maximum of 170,000 of Mr.
Frank's options could be vested within sixty days.
FINANCIAL STATEMENTS
The audited financial statements of the Company for the period
ending December 31, 1996 (the "Financial Statements"), together
with the Auditor's Report thereon, will be presented to Members
at the Meeting. The Financial Statements, together with the
Auditor's Report thereon, are being mailed to members of record
with this Information Circular. Copies of the Financial
Statements, Notice of Meeting, Information Circular and Proxy
will also be available from the Company's Registered Office, 860
- - 625 Howe Street, Vancouver, British Columbia, V6C 2T6.
BOARD OF DIRECTORS AND COMMITTEES
All directors of the Company are elected annually. At this
Meeting, seven directors are to be elected to hold office until
the next annual general meeting, or until their successors are
appointed in accordance with the Articles of the Company. The
Company's nominees are identified below. The seven persons
nominated to become directors of the Company are currently
serving in that capacity.
The proxies will be voted for such persons as the Company shall
determine unless a contrary specification is made in the proxy.
All nominees have consented in writing to act as a director.
The Board of Directors, acting as a nominating committee of the
whole, selects director nominees. Not less than 56 days before it
holds a general meeting at which a director is to be elected the
Company publishes an Advance Notice of Annual General Meeting
inviting written nominations for directors signed by members
holding in the aggregate not less and 10% of the shares having
the right to vote at the meeting. The Board performed its
nominating committee functions during the course of regular
meetings of the full Board of Directors during 1996.
The Board has a Compensation Committee whose primary function is
to oversee the administration of the Company's and its
subsidiary's employee benefits plans and to establish the
Company's compensation policies. The Compensation Committee
recommends to the Board the compensation arrangements for senior
management and directors and adoption of compensation plans in
which officers and directors are eligible to participate. See
"Report of Compensation Committee" contained herein. This
committee, currently comprised of Mark A. Hellerstein, Chairman,
John Ivany and Robert Mason, was established in January 1996.
Subsequent to its formation, the committee has met once with all
members attending.
The directors elect at their first meeting following each annual
general meeting an Audit Committee, composed of not fewer than
three directors, of whom a majority shall not be officers or
employees of the Company or an affiliate of the Company, to hold
office until the next Annual General Meeting. Before a financial
statement that is to be submitted to members is considered by the
directors it is submitted to the audit committee for review, and
thereafter, the report of the audit committee on it is submitted
to the directors. In addition to its duties of assisting the
Board in fulfilling its responsibilities for financial reporting,
the Audit Committee recommends the engagement and discharge of
independent auditors, directs and supervises special
investigations when necessary, reviews with independent auditors
the audit plan and the results of the audit, reviews the
independence of the independent auditors, considers the
range of audit fees and reviews the scope and results of the
Company's procedures of internal auditing and the adequacy of its
system of internal accounting controls. Current members of the
Company's Audit Committee are Mark A. Hellerstein, Chairman, John
Ivany and Robert Mason. The Audit Committee held one meeting
during 1997 to review the audit plan and the results of the audit
for the year ended December 31, 1996. All members of the Audit
Committee attended the meeting.
During 1996, the full Board of Directors held twenty-three
meetings, including actions by consent. No director attended less
than 75% of the total Board meetings held during the director's
tenure on the Board.
Nominees
The following information regarding the nominees for election as
directors is provided in conjunction with their nomination.
Directors/Occupation Age at April Director
and Background 15, 1997 Since
Mark A. Hellerstein 44 June 1995
Director of Summo USA since October 1993 and was appointed its
Vice President, Secretary and Treasurer in June 1995; Director of
St. Mary Land & Exploration Company, the parent company of St.
Mary Minerals Inc., since September 1992 and has been President,
Chief Executive Officer and Chief Financial Officer of St. Mary
Land & Exploration Company since May 1994 and an officer since
September 1991; Past Vice President - Finance, Chief Financial
Officer and Secretary of CoCa Mines Inc. which was acquired by
Hecla Mining Company in 1991.
Gregory A. Hahn 45 March 1994
President & Director of Summo USA since October 1993; Vice
President of St. Mary Minerals Inc. from September 1991 until
December 1995. From 1986 to 1991 he was chief geological engineer
of CoCa Mines Inc. Member of the American Institute of
Professional Geologists.
John E. Robins 37 January 1993
President of the Company from January 1993 to September 1993.
Principal of Hunter Exploration Group since 1990. Director of
Camnor Resources Ltd., International Northair Mines Ltd., Western
Keltic Resources Inc, Blackstone Resources Ltd., and Norcal
Resources; Officer of Condor International Resources Inc. and
Tenajon Resources Corp. All of these are public companies engaged
in the natural resources business and their shares are traded on
the Vancouver Stock Exchange.
Robert Mason 45 February 1997
Senior Vice President, Commercial and Industrial, of Intracorp
Developments, Ltd. since 1995. Vice President of Intrawest
Development Corp. from 1985 to 1995.
John W. Ivany 52 November 1994
Past President and Chief Executive Officer from February 1995
until June 1995. Executive Vice President of Kinross Gold
Corporation and President and Director of Cartaway Resources
Corporation, both of which are public companies traded on The
Toronto Stock Exchange and Alberta Stock Exchange, respectively.
He currently is associated with the following public companies as
a director: GeoNova Explorations Incorporated, and Starcore
Resources Ltd; Executive Vice President of Consolidated Ramrod
Resources Inc. from September 1992 to August 1993. President of
St. Philips Resources, Inc. from September 1993 to January 1995.
J. Douglas Little 77 April 1995
Mining consultant and Director of Prime Resources Group Inc. a
public company, since September 1992; Director of Stikine
Resources Ltd. from July 1991 to June 1992 and of Canada Tungsten
from October 1988 to October 1994. President & Director of
Geddes Resources Ltd. from 1987 to 1990. Director of Cominco
Resources International Ltd. from 1991 to 1996.
Frank E. Shanley 43 January 1996
General partner in Dudley & Company, an investment management
firm; he also serves as a general partner of several investment
partnerships and as a trustee for various trusts.; Member of the
New York Society of Security Analysts.
There are no family relations (first cousin or closer) among the
directors. There are no arrangements or understandings between
any directors and any other person pursuant to which that
director was elected. Messrs. Robins, Mason, Ivany and Little
are residents of Canada. Messrs. Hellerstein, Hahn and Shanley
are residents of the United States.
Advance Notice of Annual General Meeting of the Company was
published pursuant to Section 135 of the Company Act (British
Columbia) in the Vancouver Province on April ____, 1997.
STATEMENT OF EXECUTIVE COMPENSATION
The Company is registered with the Securities Exchange Commission
of the United States under the Securities Exchange Act of 1934
(United States) and accordingly the information provided in this
section is the information required by Item 402 of Regulation S-K
under that Act instead of the information required by Form 41 of
the Securities Act (British Columbia).
Executive Officers of the Company
The following background information is provided on the Company's
executive officers:
Name, Position Age at April Officer
and Background 15, 1997 Since
Gregory A. Hahn 45 March 1994
President & Chief Executive Officer. See "Nominees"
James D. Frank 48 February 1996
Vice President Finance and Chief Financial Officer; Independent
financial consultant from October 1994 to January 1996; Vice
President Finance and Chief Financial Officer of Consolidated
Nevada Goldfields Corp. from May 1986 until October 1994.
Robert Prescott 58 April 1995
Vice President of Operations of Summo USA General Manager of the
Alta Gold Company's Copper Flat Project from 1993 to 1995.
General Manager of the Mule Canyon and other projects of
Gold Fields Mining Company from 1992 to 1993; From 1981 to 1995
he held various positions with Inspiration Resources Corporation
including Vice President of its Inspiration Gold, Inc. subsidiary
from 1990 to 1992.
Cash Compensation
The following table shows all compensation paid or to be
paid by the Company or any of its subsidiaries during the fiscal
years indicated to the Chief Executive Officer and all executive
offers who earned at least $100,000 U.S. in total compensation
during the last fiscal year.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
(a) (b) (c) (d) (e)
Other
Annual
Name and Compen-
Principal Salary Bonus sation
Position Year (U.S.$) (U.S.$) (U.S.$)
G. Hahn 1994 -- -- --
Chief Execu- 1995 60,000 350 --
tive Officer 1996 123,750 -- --
and President
J. Frank 1994 -- -- --
Chief Financial 1995 -- -- --
Officer and 1996 100,833 -- --
Vice President,
Finance
R. Prescott 1994 -- -- --
Vice President 1995 69,520 -- --
of Operations 1996 110,000 -- --
of U.S.
Subsidiary
LONG TERM COMPENSATION
Awards Payouts
(f) (g) (h) (i)
All
Restricted Other
Name and Stock LTIP Compen-
Principal Award(s) Payouts sation
Position (U.S.$) Options(#) (U.S.$) (U.S.$)
G. Hahn -- 150,000 -- --
Chief Execu- -- -- -- --
tive Officer -- 270,000 -- --
and President
J. Frank -- -- -- --
Chief Financial -- -- -- --
Officer and -- 220,000 -- --
Vice President,
Finance
R. Prescott -- -- -- --
Vice President -- 100,000 -- --
of Operations -- 120,000 -- --
of U.S.
Subsidiary
Options
The following table shows information regarding individual grants
of stock options during the last fiscal year to the Company's
executive officers named in the foregoing table. The prices and
values are denominated in Canadian dollars. The U.S. dollar
exchange rate as at April 15, 1997 was $1.3966.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
(a) (b) (c) (d)
Percent of
Total Options Exercise
Name and Options Granted to or Base
Principal Granted Employees in Price
Position (#) Fiscal Year ($Cdn/Sh)
G. Hahn 100,000 15% $1.20
Chief Execu- 120,000* 18% $1.10
tive Officer 50,000 8% $2.10
and President 270,000 41%
J. Frank 100,000 15% $1.20
Vice Presi- 120,000* 18% $1.10
dent and Chief 220,000 33%
Financial
Officer of
U.S. Subsidiary
R. Prescott 120,000* 18% $1.10
Vice President
and Chief
Operating
Officer of
U.S. Subsidiary
POTENTIAL REALIZED VALUE AT ASSUMED ANNUAL RATES OF STOCK PRICE
APPRECIATION FOR OPTION TERM
(e) (f) (g)
Name and
Principal Expiration 5% 10%
Position Date ($Cdn.) ($Cdn.)
G. Hahn 1/31/2001 $ 33,154 $ 73,261
Chief Execu- 3/26/2001 36,469 80,587
tive Officer 6/09/2001 29,010 64,104
and President $ 98,633 $ 217,952
J. Frank 1/31/2001 $ 33,154 $ 73,261
Vice Presi- 3/26/2001 36,469 80,587
dent and Chief $ 69,623 $ 153,848
Financial
Officer of
U.S. Subsidiary
R. Prescott 3/26/2001 $ 36,469 $ 80,587
Vice President
and Chief
Operating
Officer of
U.S. Subsidiary
* Options for 30,000 shares vest and are exercisable upon
successful completion of construction permitting of the
Lisbon Valley Project by June 30, 1996. Permitting was
completed in April 1997 and these options have vested.
Options for another 40,000 shares vest and are exercisable
upon successful completion of project financing for the
Lisbon Valley Project by June 30, 1997. Options for the
remaining 50,000 shares vest upon satisfaction of all
completion requirements established by senior lending
institutions for Lisbon Valley project performance by March
31, 1998. The conditions for vesting of the latter 90,000
options have not yet been satisfied.
The foregoing options automatically terminate on the date which
is thirty days after the grantee ceases to be a director or
senior officer of the Company or any of its subsidiaries.
Option Exercises and Values
The following table sets forth information regarding each
exercise of stock options during the last fiscal year of the
Company and the fiscal year end value of unexercised options.
All options listed are fully vested but terminate on the date
which is thirty days after the optionee ceases to be an insider
of the Company. During the last fiscal year, none of the named
executive officers exercised stock options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
(a) (b) (c)
Number of Value of
Unexercised Unexercised
Options at In-the-Money
Fiscal Year End(#) Options at
Exercisable/ Fiscal Year End
Unexercisable ($ Cdn.)
Exercisable/
Name Unexercisable
G. Hahn 112,500/157,500 $20,000/$36,000
R. Prescott 100,000/120,000 $20,000/$36,000
J. Frank 100,000/120,000 $20,000/$36,000
Long-Term Incentive Plans
The Company has no long-term incentive plans.
Compensation of Directors
There are no standard compensation arrangements for directors for
their services as such, including service on committees or
special assignments or as consultants or experts.
During the last fiscal year, the Company did not compensate any
of its directors for their services as such, including service on
committees or special assignments or as consultants or experts,
except that the following directors were granted options for
their services as directors:
<PAGE>
No. of Exercise Expiration
Name Shares Price ($Cdn) Date Vesting
J. Douglas Little 110,000 $1.20 1/31/2001 Fully
vested
Frank E. Shanley 50,000 $1.20 1/31/2001 Fully
vested
Mark A.
Hellerstein 150,000 $1.20 1/31/2001 Fully
vested
John E. Robins 150,000 $1.40* 5/29/2001 25%
exercis-
able
immediate-
ly; addi-
tional
25%
exercis-
able on
each of
5/29/97,
5/29/98
and
5/29/99
Greg Hahn 50,000 $2.10 6/9/2001 25%
exercis-
able
immediate-
ly;
additional
25%
exercis-
able on
each of
6/9/97,
6/9/98 and
6/9/99
* Options were initially granted with an exercise price of $2.50
Cdn. and were repriced in December 1996.
Employment Contracts and Termination of Employment Arrangements
Gregory Hahn's employment as President and Chief Executive
Officer is the subject of an Employment Agreement dated December
31, 1995 (the "Hahn Agreement"). Pursuant to this agreement, Mr.
Hahn is to receive an annual salary of $120,000 U.S. per year and
a standard benefit package. Mr. Hahn's salary was increased to
$125,000 for fiscal 1997. Mr. Hahn will also be entitled to
additional bonus or incentive compensation as determined by the
Board of Directors.
If Mr. Hahn's employment by the Company is terminated for any
reason other than Hahn's gross negligence or willful misconduct,
a criminal or securities related conviction, material breach of
the Hahn Agreement or incapacitation of Hahn, Hahn will be
entitled to continue to receive his annual compensation and
insurance benefits for one year after such termination.
Robert A. Prescott's employment as Vice President of Operations
of Summo USA is the subject of a letter agreement dated April 5,
1995 (the "Prescott Agreement"). Pursuant to this agreement, Mr.
Prescott is to receive a salary of $100,000 U.S. per year and a
standard benefits package. Mr. Prescott's salary has been raised
to $110,000 for fiscal 1997. The Prescott Agreement provides
that a cash bonus program is anticipated which Mr. Prescott will
help design and will participate in once established.
In the event development of the Lisbon Valley Property does not
proceed and Mr. Prescott's employment is terminated as a result
thereof, Mr. Prescott will receive one year's salary as a
severance payment.
James D. Frank's employment as Vice President of Finance and
Chief Financial Officer is the subject of a letter agreement
dated January 29, 1996 (the "Frank Agreement"). Pursuant to his
agreement, Mr. Frank is to receive a salary of $110,000 U.S. per
year and a standard benefits package. The Frank Agreement
provides that a bonus program will be setup by the Compensation
Committee of the Board of Directors. Mr. Frank is also to receive
options to purchase 100,000 shares of the Company with a
five-year term at an exercise price in accordance with the
requirements of the regulatory authorities. This option was
granted in February 1996 at an exercise price of $1.20 Cdn. per
share.
In the event the Company has a change in control and Mr. Frank's
employment is terminated or he is asked to take a different
position as a result thereof, Mr. Frank will receive one year's
salary as a severance payment.
There are no other employment contracts between the Company or
any of its subsidiaries and any named executive officer. Except
as set forth above, there are no other compensatory plans or
arrangements, including payments to be received from the Company
or any of its subsidiaries, with respect to the resignation,
retirement or other termination of the employment of any named
executive officer or related to a change in control of the
Company.
Compensation Committee Interlocks and Insider Participation
The Board of Directors established a Compensation Committee in
January 1996. The following individuals serve on the Compensation
Committee: Mark Hellerstein, John Ivany and Robert Mason. John
Robins served on the Compensation Committee from its inception
until May 1996. Mr. Hellerstein is Vice President and Secretary
of the Company's U.S. subsidiary. He is also the Chairman of the
Company. Mr. Hellerstein is also a Director and Chief Executive
Officer of St. Mary Land & Exploration, which is a party to the
management agreement with the Company described below under
"Management Contracts" and is the parent of St. Mary Minerals
Inc., which beneficially owns 57.2 percent of the common shares
of the Company. See "Voting Shares and Principal Holders
Thereof." None of the individuals who served on the Compensation
Committee were employees of the Company during the last fiscal
year.
Compensation Committee Report for 1996
During 1996 the Compensation Committee consisted of Mark A.
Hellerstein, John W. Ivany and John Robins. Mr. Robins resigned
from the Compensation Committee in May 1996. The current
Compensation Committee consists of Mark A. Hellerstein, John W.
Ivany and Robert Mason. The Company hired one executive officer,
the Vice President - Finance and Chief Financial Officer, in
1996. This was the third salaried executive officer of the
Company. Prior to 1995, executive officers of the Company served
without compensation. The executive officers hired in 1995 were
up for a salary review in 1996. Therefore a Compensation
Committee was duly constituted at the January 16, 1996 Board
meeting to review executive performance and executive
compensation and to recommend to the Board changes as
appropriate.
The President and Chief Executive Officer acts in an advisory
capacity to the Compensation Committee to recommend appropriate
compensation of Executive Officers. The current CEO was appointed
in July 1995. The current CEO's annual salary was established at
20% above the salary of the Vice President - Operations and the
Vice President - Finance, who were hired in April 1995 and
February 1996, respectively. The Vice President - Operations'
and the Vice President - Finance's initial salaries were
established based upon a 1995 Mining Industry Compensation Survey
performed by Mountain States Employers Council, Inc.
During 1996, the President and the Vice President - Operations
were given performance reviews. The Board of Directors accepted
the Compensation Committee's recommendation to increase the
President's salary to $125,000 per annum from the previous year's
level of $120,000 and to increase the Vice President -
Operations' salary to $110,000 per annum from the previous year's
level of $100,000.
Mark A. Hellerstein
John W. Ivany
Robert L. Mason
Performance Graph
The common shares of the Company started trading on the Vancouver
Stock Exchange (VSE) in October 1994 and on The Toronto Stock
Exchange (TSE) in January 1996.
The following graph shows the quarterly percentage change in
cumulative shareholders return on the Company s common shares
compared to the cumulative total return of the TSE 300 index and
the TSE Metals and Minerals index since the end of October 1994
(since this is when the Company s shares started publicly
trading), assuming a $100 Cdn. investment on October 31, 1994 and
reinvestment of dividends during the period. The intervals below
represent values as of the end of each list month:
GRAPH: CUMULATIVE TOTAL RETURN SINCE OCTOBER 1994
VALUE OF INVESTMENTS (APPROX.)
TSE
SUMMO TSE METALS &
MINERALS 300 MINERALS
CORP. INDEX INDEX
OCT 94 100 100 100
DEC 94 175 100 100
MAR 95 140 100 100
JUN 95 150 105 115
SEP 95 160 105 115
DEC 95 140 110 120
MAR 96 130 125 125
JUN 96 225 120 125
SEP 96 120 120 125
DEC 96 160 125 145
MANAGEMENT CONTRACTS
A Management Agreement (the "St. Mary Agreement") dated as of
April 1, 1994, and effective as of July 29, 1993, was entered
into among St. Mary, the Company and Summo USA. Pursuant to the
St. Mary Agreement, St. Mary agreed to provide to Summo USA all
management and staff services required to carry out the corporate
purposes of the Summo USA including but not limited to (i) the
making of all expenditures necessary to carry out its program and
budgets, (ii) the acquisition of all materials, supplies,
equipment and services required for its operations, (iii) the
making or arranging for all payments required by its leases,
licenses, permits, contracts and other agreements, (iv) the
application for all necessary permits, licenses and approvals,
the compliance with all applicable laws and regulations and the
preparation and filing of all required reports or notices, (v)
the provision of policies of insurance in reasonable amounts with
reasonable coverages, (vi) the maintenance of its accounting,
financial and other records reflecting all of its activities and
operations, (vii) the provision of periodic reports to it and to
the Company on its expenditures, operations and activities, and
(viii) the undertaking of all other activities reasonably
necessary or desirable in connection with and in addition to the
foregoing.
As compensation for the services provided, St. Mary was
reimbursed for all of its out-of-pocket costs and was originally
paid 5% of such direct costs as well as 7.5% of contractor
charges on contracts of U.S. $20,000 or less and 5% on contracts
exceeding U.S. $20,000. Pursuant to a mutual oral agreement of
the parties, St. Mary ceased receiving the foregoing surcharges
on July 1, 1995 and began receiving only a surcharge of 35
percent on the base salary of Gregory Hahn (currently $120,000
U.S. per year) and Summo's Denver-based administrative assistant,
which salaries were paid by St. Mary and reimbursed by Summo USA.
By mutual agreement of the parties, the St. Mary Agreement was
terminated effective January 1, 1996 and replaced by an oral
arrangement between the Company and St. Mary Land & Exploration
Company ("St. Mary Land"), the parent company of St. Mary,
whereby St. Mary Land provides the services outlined in the St.
Mary Agreement on an as needed basis and is reimbursed for its
out-of-pocket costs and for a pro rata allocation of the salaries
and benefits paid to St. Mary Land employees who perform services
on behalf of the Company. Mark A. Hellerstein is an officer and
director of St. Mary and St. Mary Land and Chairman of the Board
of the Company and a director and officer of Summo USA. St. Mary
beneficially holds or has warrants to acquire 13,460,183 shares
of the Company's common shares.
During the most recently completed financial year, St. Mary was
paid $13,624 for services rendered pursuant to the St. Mary
Agreement.
The Company has entered into a management agreement effective as
of April 1, 1994 (the "Northair Agreement"), with International
Northair Mines Ltd. ("Northair"). Pursuant to the agreement,
Northair agreed to provide the use of the premises at 860-625
Howe Street, Vancouver, B.C., Canada, and certain administrative,
general office and other services to the Company in consideration
of the payment of $2,000 Cdn. per month. In addition, the
Company must reimburse Northair for individual expenses incurred
by Northair on behalf of the Company. Northair is a public
company, the shares of which are traded on the Vancouver Stock
Exchange. John E. Robins is a director of the Company and an
officer and director of Northair. The monthly payment under the
Northair Agreement has been reduced to $500 Cdn. per month.
During the most recently completed financial year, Northair was
paid $11,000 for services provided pursuant to the Northair
Agreement.
INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS
None of the directors, executive officers, senior officers,
proposed nominees for election as directors or their associates
have been indebted to the Company since the beginning of the last
completed financial year.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In addition to the management contracts described above, the
following related party transactions occurred in the last fiscal
year.
In November 1996, the Company issued 1,232,180 units at a price
of $1.10 Cdn. per unit by way of a private placement with two
investors. Each unit consisted of one share and warrant to
purchase an additional share for a period of two years at an
exercise price of $1.20 Cdn. during the first year and increasing
to $1.38 Cdn. during the second year. St. Mary Minerals Inc.
purchased 616,090 units. St. Mary beneficially holds or has
warrants to acquire 13,460,183 common shares of the Company.
Other than as disclosed herein, no insider of the Company,
proposed nominee for election as a director, or any associate or
affiliate of them, has any material beneficial interest, directly
or indirectly, in any transaction since the commencement of the
Company's last financial year or in any proposed transaction,
which has or will materially affect the Company. Although the
foregoing transaction was not arm's length, the Company believes
it was done on terms at least as favorable as those which could
have been obtained from a third party.
CHANGES IN AUDITORS
Effective January 25, 1996, the Company's previous auditor,
Staley, Okada, Chandler & Scott, Chartered Accountants ("Staley,
Okada"), resigned as the Company's auditor. At the same time, the
Board of Directors voted to fill the vacancy until the next
annual general meeting by appointing Coopers & Lybrand,
Chartered Accountants, as the Company's new auditor. No previous
report of Staley, Okada on the Company's financial statements
contained any adverse opinion or disclaimer of opinion or was
qualified or modified as to uncertainty, audit scope or
accounting principles. There also had not been any disagreement
with Staley, Okada relative to any uncertainty, audit scope or
accounting principles. The sole reason for the change was the
apparent preference of potential investors in the Company that
the Company retain an auditing firm with a substantial United
States and international reputation. The change was recommended
by the Audit Committee and approved by the Board of Directors as
a whole.
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
The Company listed its shares on The Toronto Stock Exchange in
January 1996. To date a corporate governance committee has not
been formed. This section discloses the corporate governance
practices of the Company as required by The Toronto Stock
Exchange under section 474 of the Company Manual.
Directors
The Company's Board of Directors is responsible for supervising
the conduct of the Company's affairs and the management of its
business. The Board's mandate is to set long range goals and
objectives for the Company proposed by senior management and to
supervise the senior management in the implementation of plans
and strategies necessary to achieve these objectives.
The Board of Directors acts in general accordance with the
guidelines for effective corporate governance suggested by The
Toronto Stock Exchange. The Board does not currently have a
written communications policy for the Company. All releases of
information to the public are drafted and reviewed by the
President and Chief Executive Officer prior to release to the
public.
Any decisions which effect or may effect major capital
expenditures or significant commitments on behalf of the Company,
and any decisions which materially effect the future or direction
of the Company, are referred to the Board for discussion, review
and decision.
The seven-member Board consists of a majority of unrelated
directors. Gregory A. Hahn is President and CEO of the Company
and a Director; John E. Robins is Vice President of the Company
and a Director.
Mark A. Hellerstein chairs the Board and represents St. Mary
Minerals Inc. ("St. Mary"). St. Mary is a significant shareholder
of the Company. St. Mary is a wholly-owned subsidiary of St. Mary
Land & Exploration Company, a NASDAQ-listed natural resource
company, of which Mr. Hellerstein is President and Chief
Executive Officer. Mr. Hellerstein is not part of senior
management of the Company. None of the remaining directors have
any relation or affiliation with St. Mary Minerals Inc. or St.
Mary Land & Exploration Company.
Committees
Two separate committees of the Board have been constituted to
date: the Audit Committee and the Compensation Committee. Both
committees consist of a majority of unrelated directors; the
President and CEO acts as advisor only to both committees.
Identification of Prospective Directors
All directors have been charged with identifying potentially new
Board members who could serve in an appropriate capacity as the
Company grows. Changes to the board can be expected periodically
as the Company matures and the Board identifies prospective new
members who can help direct the Company.
PARTICULARS OF OTHER MATTERS TO BE ACTED UPON
APPOINTMENT OF AUDITORS
The management of the Company intends to nominate Coopers &
Lybrand, Chartered Accountants, of 1111 West Hastings Street,
Vancouver, B.C. V6E 3R2, as auditor of the Company to hold office
until the close of the next Annual General Meeting of members. It
is proposed that the remuneration to be paid to the auditor be
fixed by the directors.
To the knowledge of management, neither Coopers & Lybrand,
Chartered Accountants nor any of its members has any direct or
indirect financial interest in the Company nor any connection
with the Company in any capacity other than as independent
auditors. A representative of Coopers and Lybrand is expected to
attend the Meeting and be available to answer questions from
members.
APPROVAL OF INCENTIVE STOCK OPTIONS
(a) Summary of General Requirements
Incentive stock options may be granted to directors and employees
of the Company in accordance with the policies of The Toronto
Stock Exchange ("TSE"). The number of shares granted pursuant to
each option is determined in the discretion of the Board of
Directors provided that the aggregate number of shares subject to
incentive stock options issued to any one person may not exceed
5% of the issued and outstanding Common Shares of the Company.
The option price is determined by the Board of Directors and may
not be lower than the market price of the Company's shares on the
TSE at the time of grant. The options are not transferable and
terminate thirty days after the termination of employment or
office, except in the case of termination for cause, in which
case the options terminate immediately. In the event of death,
the option is fully exercisable by the optionee's heirs or
personal representative at any time up to six months from date of
death. Options which are not granted pursuant to a plan approved
by the members and the TSE cannot be exercised until they are
approved by the TSE and the members.
(b) Granting of Options
During the most recently completed financial year ended December
31, 1996 (the "Financial Period"), the Company granted the
following incentive stock options to its directors and other
insiders:
Consideration
Name of Date of No. of Received for
Optionee Grant Shares Options
+Gregory A. Hahn Feb. 01, 1996 100,000 none
+J. Douglas Little Feb. 01, 1996 110,000 none
+Frank E. Shanley Feb. 01, 1996 50,000 none
+Mark A.
Hellerstein Feb. 01, 1996 150,000 none
+James D. Frank Feb. 01, 1996 100,000 none
+Gregory A. Hahn Mar. 26, 1996 120,000 none
+Robert Prescott Mar. 26, 1996 120,000 none
+James D. Frank Mar. 26, 1996 120,000 none
+Matthew J.Mason Apr. 30, 1996 67,500 none
Matthew J. Mason Apr. 30, 1996 82,500 none
*John E. Robins May 29, 1996 150,000 none
*Gregory A. Hahn June 9, 2001 50,000 none
*Michael
Charneskie July 7, 1996 20,000 none
*Karen Melfi Dec. 2, 1996 20,000 none
Exercise
Price
Name of Per Share Expiry
Optionee ($Cdn) Date
+Gregory A. Hahn $1.20 Jan. 31, 2001
+J. Douglas Little $1.20 Jan. 31, 2001
+Frank E. Shanley $1.20 Jan. 31, 2001
+Mark A.
Hellerstein $1.20 Jan. 31, 2001
+James D. Frank $1.20 Jan. 31, 2001
+Gregory A. Hahn $1.10 Mar. 26, 2001
+Robert Prescott $1.10 Mar. 26, 2001
+James D. Frank $1.10 Mar. 26, 2001
+Matthew J.Mason $1.51 Apr. 30, 2001
Matthew J. Mason $1.51 Apr. 30, 2001
*John E. Robins $2.50, reduced May 29, 2001
to $1.40 in
Dec. 1996
*Gregory A. Hahn $2.10 June 9, 2001
*Michael
Charneskie $1.90 June 9, 2001
*Karen Melfi $1.50 Dec. 2, 2001
The term "insider" has the same meaning as contained in the
British Columbia and Ontario Securities Acts, and includes the
Secretary and all Vice Presidents of the Company. Michael
Charneskie is Secretary of the Company and Karen Melfi is Vice
President of Land and Government Affairs.
It is the policy of the TSE that the approval of the members be
received with respect to granting of incentive stock options to
insiders (collectively the "Optionees") of the Company or if more
than 10% of the issued and outstanding Common Shares of the
Company could be reserved for options or issued pursuant to
options in any one-year period.
(c) Exercise of Options
The following are particulars of incentive stock options
exercised by the directors and other insiders of the Company
during the Financial Period:
Closing
Price Per Aggre-
Exercise Date Share on gate
Price of Exercise Net
No. of Per Share Exer- Date Value(1)
Shares ($Cdn) cise ($Cdn) ($Cdn)
150,000 $0.60 April 30, 1996 $1.51 $136,500
150,000 $0.60 May 24, 1996 $1.50 $135,000
150,000 $1.20 Sept. 09, 1996 $1.35 $ 22,000
150,000 $0.60 Sept. 24, 1996 $1.00 $ 60,000
150,000 $0.60 April 30, 1996 $1.50 $135,000
(1) Aggregate net value represents the market value less the
exercise price at the date of exercise.
(d) Options Granted Subsequent to the Financial Period
Subsequent to the year-ended December 31, 1996, the following
options have been granted to insiders:
Consi-
deration Exercise
Received Price
Name of Date of No. of for Per Share Expiry
Optionee Grant Shares Options ($Cdn) Date
*Robert Feb. 6, 150,000 none $1.50 Feb. 6, 2002
Mason 1997
*Frank E. Feb. 6, 100,000 none $1.50 Feb. 6, 2002
Shanley 1997
(e) Summary of Number of Securities under Option
In summary, incentive stock options to purchase a total of
1,272,500 common shares without par value were granted during the
Financial Period, 1,260,000 of which were granted to insiders.
Subsequent to the Financial Period, the Company has granted
incentive stock options to purchase a total of 250,000 common
shares without par value, all of which were granted to insiders.
As at the date hereof, incentive stock options to purchase up to
a total of 1,612,500 common shares are outstanding, of which
option to purchase up to a total of 1,560,000 shares pertain to
insiders.
(f) Member Approval
All of the options described in part (b) above marked with a " "
were issued pursuant to the Company's Incentive Stock Option Plan
approved by the members at the last Annual General Meeting held
May 24, 1996. Although the Company believes that it was
authorized under its Plan to issue all of the options shown in
parts (b) and (d) and marked with an asterisk, the TSE concluded
that such options could not be issued pursuant to the member
approval granted for the Plan. Accordingly, member approval is
sought for each option marked with an asterisk. Each of the
option grants marked with an asterisk was approved by the Board
of Directors. The objective of these grants is to provide for
and encourage ownership of common shares of the Company by its
directors and officers so that such persons may increase their
stake in the Company and benefit from increases in the value of
common shares. It is the view of the Board of Directors that
these grants are a significant incentive for the directors and
officers to continue and to increase their efforts in promoting
the Company's operations to the mutual benefit of both the
Company and such individuals.
The persons to whom such options were issued will abstain from
the voting for approval of their respective options.
COMPLIANCE WITH SECTION 16(a) OF THE U.S. SECURITIES EXCHANGE ACT
Based solely upon a review of Forms 3, 4 and 5 filed for fiscal
1996, the following executive officers, directors or ten percent
shareholders filed late reports.
John Robins filed two late reports which disclosed a total of two
transactions reported late. Matthew Mason (a former director)
filed three late reports which disclosed a total of seven
transactions reported late. Robert Prescott and James Frank each
filed one late report which disclosed one transaction reported
for each. Fred Hewett (a former vice-president) filed one late
report which disclosed one transaction reported late.
The Company is not aware of any reporting persons who failed to
file a required report. In response to the foregoing late
filings, the Company has implemented a compliance policy
requiring its executive officers and directors to report all
proposed transactions in the Company's common shares before
entering into such transaction. This policy should help insure
that the Company's executive officers and directors file all
required reports on a timely basis in the future.
SHAREHOLDER PROPOSALS
Proposals of members intended to be presented at the 1998 Annual
General Meeting of Members must be received by the Company on or
before November 26, 1997 in order to be eligible for inclusion in
the Company's proxy-related material. To be so included, a
proposal must also comply with all applicable provisions of Rule
14a-8 under the Securities Exchange Act of 1934.
OTHER MATTERS
Management does not know of any other matters to be brought
before the Meeting. If any other matters not mentioned in the
Notice and Information Circular, are properly brought before the
Meeting, the individuals named in the enclosed proxy intend to
vote such proxy in accordance with their best judgement on such
matters.
DATED at Vancouver, British Columbia, this 15th day of April,
1997.
BY ORDER OF THE BOARD OF DIRECTORS
GREGORY A. HAHN, President and Director
<PAGE>
SUMMO MINERALS CORPORATION
INSTRUMENT OF PROXY
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT
THE UNDERSIGNED, A REGISTERED SHAREHOLDER OF SUMMO MINERALS
CORPORATION (THE "COMPANY"), HEREBY APPOINTS MARK A. HELLERSTEIN,
OR FAILING HIM, GREGORY A. HAHN, OR INSTEAD OF EITHER OF THE
FOREGOING ________________________, (HEREINAFTER CALLED THE
"NOMINEE"), AS PROXYHOLDER, WITH FULL POWER OF SUBSTITUTION, TO
ATTEND, ACT AND VOTE IN RESPECT OF ALL SHARES REGISTERED IN THE
NAME OF THE UNDERSIGNED AT THE ANNUAL GENERAL MEETING OF THE
COMPANY TO BE HELD IN VANCOUVER, B.C. ON FRIDAY, JUNE 20, 1997,
AT 11:00 A.M. (LOCAL TIME), AND AT ANY AND ALL ADJOURNMENTS
THEREOF. WITHOUT LIMITING THE GENERAL POWERS HEREBY CONFERRED,
THE SAID NOMINEE IS DIRECTED, IN RESPECT OF THE FOLLOWING MATTERS
PROPOSED BY MANAGEMENT TO GIVE EFFECT TO FOLLOWING CHOICES, AS
INDICATED BY CHECK MARKS OR X'S:
1. To elect each of the following persons as a director of the
Company for the ensuing year:
John W. Ivany VOTE FOR ____
WITHHOLD VOTE ____
Frank E. Shanley VOTE FOR ____
WITHHOLD VOTE ____
John E. Robins VOTE FOR ____
WITHHOLD VOTE ____
Mark A. Hellerstein VOTE FOR _
WITHHOLD VOTE _
Gregory A. Hahn VOTE FOR ____
WITHHOLD VOTE ____
Robert. Mason VOTE FOR ____
WITHHOLD VOTE ____
J. Douglas Little VOTE FOR ____
WITHHOLD VOTE ____
2. To re-elect Coopers & Lybrand, Chartered Accountants, as
Auditors of the Company for the ensuing year.
VOTE FOR _____________ or WITHHOLD VOTE _____________.
3. To approve the option grants to the following insiders:
John E. Robins VOTE FOR ____ or VOTE AGAINST ____
Vice President,
Director
150,000 Shares
Gregory A. Hahn VOTE FOR ____ or VOTE AGAINST ____
Chief Executive
Officer, Director
50,000 Shares
Michael Charneskie VOTE FOR ____ or VOTE AGAINST ____
Secretary,
Corporate Controller
20,000 Shares
Karen Melfi VOTE FOR ____ or VOTE AGAINST ____
Vice President of
Land and Government
Affairs
20,000 Shares
Robert L. Mason VOTE FOR ____ or VOTE AGAINST ____
Director
150,000 Shares
Frank E. Shanley VOTE FOR ____ or VOTE AGAINST ____
Director
100,000 Shares
4. To transact such other business as may properly come before
the meeting.
VOTE FOR ____________ or VOTE AGAINST _____________.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED BY THE
NOMINEES HEREBY APPOINTED, ON ANY POLL, IN ACCORDANCE WITH THE
INSTRUCTIONS SET FORTH IN THE SPACES PROVIDED ABOVE. IF NO
DIRECTION IS GIVEN, THE SHARES WILL BE VOTED AS IF THE MEMBER HAD
SPECIFIED AN AFFIRMATIVE VOTE. WITH RESPECT TO ANY AMENDMENTS OR
VARIATIONS IN ANY OF THE PROPOSALS SET OUT ABOVE, OR OTHER
MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING, THE SHARES
WILL BE VOTED BY THE NOMINEE HEREBY APPOINTED AS HE IN HIS SOLE
DISCRETION SEES FIT.
The undersigned hereby revokes any Proxy previously given and
acknowledges receipt of the Notice of Meeting, Information
Circular dated April 25, 1997, the Directors Report and audited
financial statements for the year ended December 31, 1996.
NOTES:
1. A Proxy, to be valid, must be dated and signed by the member
or his attorney duly authorized in writing, or, where the member
is a corporation, by a duly authorized officer or attorney of the
corporation. If the proxy is executed by an attorney for an
individual member or by an officer or attorney of a corporate
member not under its common seal, the instrument so empowering
the officer or attorney, as the case may be, or a notarial copy
thereof must accompany the proxy instrument.
2. To be effective, the Proxy, together with the power of
attorney or other authority, if any, under which it was signed
must be deposited with the Pacific Corporate Trust Company at 830
- - 625 Howe Street, Vancouver, B.C. V6C 2T6, not less than 48
hours (excluding Saturdays, Sundays and holidays) before the time
of the meeting, or with the Chairman prior to the commencement of
the meeting.
PLEASE DATE THIS PROXY AND SIGN AS YOUR NAME APPEARS HEREON.
_________________________ ________________________
Signature Number of Shares Held
Date: ________________
__________________________________
Name (please print)
_____________________________________
Address
<PAGE>
ANNUAL RETURN CARD FORM
(REQUEST FOR INTERIM FINANCIAL STATEMENTS)
TO: REGISTERED AND NON-REGISTERED SHAREHOLDERS OF
SUMMO MINERALS CORPORATION (the "Company")
CUSIP NO. 86636K106
National Policy Statement No. 41/Shareholder Communication
provides shareholders with the opportunity to elect annually to
have their name added to the Company's SUPPLEMENTAL MAILING LIST
in order to receive interim financial statements. If you are
interested in receiving such statements or other selective
shareholder comunications, please complete and mail this form to
the Company's Registrar and Transfer Agent, Pacific Corporate
Trust Company, at 830 - 625 Howe Street, Vancouver, British
Columbia, Canada, V6C 3B8.
Name: ________________________________________
Please Print
Address: ________________________________________
________________________________________
Date: ____________________
