forsys neue Kursrakete ?

Versammlung nächste woche besprochen wird? gibts da einen genauen plan bzw. ein protokol? wo findet diese statt und wann genau?
auf der offiziellen hp ist ja nichts zu finden.
bitte schreibt mal mit quellenangabe.

**************************************************

Grüße vom

Ike "Kick the Baby" Broflovski  

- bin gespannt, wann die Resourcenerweiterungen (bestehende + Joly) bekanntgegeben werden

- HV ist am 28. Juni

- wird momentan wahrscheinlich jede Menge Strategie dahinterstecken, wenn man bedenkt, dass der faire Wert von Forsys auf der bestehenden Resourcenschätzung nach NI 43-101 ca. 7 Euro beträgt

- viele rechnen insgeheim mit einer Verdopplung der bestehenden Resourcen

- Kursziel von RSR: 11 Euro

- wir das mögliche Übernahmeangebot darüber oder darunter liegen ?

 

Hier der ausfuehrliche Bericht ueber die anstehende HV am 28.Juni.
Ist viel zu lesen...

Quelle:www.sedar.com


NOTICE OF ANNUAL AND SPECIAL MEETING
OF THE SHAREHOLDERS OF FORSYS METALS CORP.
- and –
MANAGEMENT INFORMATION CIRCULAR
Meeting to be held on June 28, 2007
_________________________________________________
Circular dated May 31, 2007
_________________________________________________
FORSYS METALS CORP.
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual and special meeting (the "Meeting") of shareholders
("Shareholders") of Forsys Metals Corp. (the "Corporation") will be held at the Toronto Board of Trade, 1 First
Canadian Place Toronto, Ontario, on Thursday, June 28, 2007 at 3:00 p.m. (Toronto time) for the following
purposes:
1. to receive the annual report and the financial statements for the year ended January 31, 2007 and the report
of the auditors thereon;
2. to re-appoint auditors and to authorize the directors to fix their remuneration;
3. to elect directors;
4. to consider and, if deemed advisable, to approve the Amended and Restated Stock Option Plan (the "Option
Plan") of the Corporation, the details of which are contained under the heading "Matters to be Acted Upon
– Approval of the Option Plan Resolution" in the accompanying Information Circular;
5. to consider and, if deemed advisable, to approve the return of capital to the Shareholders in connection with
the spin-off of certain assets of the Corporation, the details of which are contained under the heading
"Matters to be Acted Upon – Approval of the Return of Capital Resolution" in the accompanying
Information Circular; and
6. to transact such further and other business as may properly come before the Meeting or any adjournment or
adjournments thereof.
A form of proxy solicited by management of the Corporation in respect of the Meeting is enclosed herewith.
Shareholders who are unable to be present at the Meeting are requested to sign the enclosed form of proxy and
return it in the envelope provided for that purpose. To be effective, the form of proxy must be received at the offices
of Equity Transfer and Trust Company, 120 Adelaide Street West, Suite 420, Toronto, Ontario, Canada M5H 4C3
by not later than 3:00 p.m. (Toronto time) on Tuesday, June 26, 2007 or, if the Meeting is adjourned, not later than
48 hours, excluding Saturdays, Sundays or holidays, preceding the time of such adjourned Meeting. The
accompanying Information Circular provides additional information relating to the matters to be dealt with at the
Meeting.
DATED this 31st day of May, 2007.
By Order of the Board
"Duane Parnham"
(signed) Duane Parnham
Chairman
- 2 -
FORSYS METALS CORP.
MANAGEMENT INFORMATION CIRCULAR
This management information circular ("Information Circular") is furnished to Shareholders in connection with the
solicitation of proxies by the management of the Corporation for use at the Meeting and any adjournment or
adjournments thereof.
This Information Circular and the accompanying forms of notice and proxy as well as other related meeting
materials are being mailed to Shareholders. Unless otherwise indicated, information in this Information Circular is
given as of May 31, 2007.
No person is authorized to give any information or to make any representation not contained in this Information
Circular, and if given or made, such information or representation should not be relied upon as having been
authorized. This Information Circular does not constitute an offer to sell, or a solicitation of an offer to purchase,
any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation
is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to
whom it is unlawful to make such an offer or solicitation of any offer or proxy solicitation. Neither delivery of this
Information Circular nor any distribution of the securities referred to in this Information Circular shall, under any
circumstances, create an implication that there has been no change in the information set forth herein since the date
of this Information Circular.
PART I
GENERAL PROXY MATERIALS
SOLICITATION OF PROXIES
This Information Circular is furnished in connection with the solicitation by and on behalf of the management of the
Corporation of proxies to be used at the Meeting to be held at the time and place and for the purposes set forth in the
accompanying Notice of Meeting, and at any adjournment or adjournments thereof. In addition to solicitation by
mail, certain officers, directors, employees and service providers of the Corporation may solicit proxies by
telephone, electronic mail, telecopier or personally. These persons will receive no compensation for such
solicitation other than their regular fees or salaries. The head office of the Corporation is located at 277 Lakeshore
Road East, Suite 403, Oakville, Ontario L6J 1H9.
VOTING OF PROXIES
The Common Shares represented by the accompanying form of proxy (if the same is properly executed in favour of
Wayne Isaacs or Duane Parnham, the management nominees, and is received at the offices of Equity Transfer and
Trust Company, 120 Adelaide Street West, Suite 420, Toronto, Ontario, Canada M5H 4C3, by not later than 3:00
p.m. (Toronto time) on Tuesday, June 26, 2007 or, if the Meeting is adjourned, not later than 48 hours, excluding
Saturdays, Sundays or holidays, preceding the time of such adjourned Meeting) will be voted at the Meeting, and,
where a choice is specified in respect of any matter to be acted upon, will be voted in accordance with the
specification made. In the absence of such a specification, such Common Shares will be voted in favour of
such matter.
The accompanying form of proxy confers discretionary authority upon the persons named therein with
respect to amendments or variations to the matters set forth in the accompanying notice of Meeting, or all
other business or matters that may properly come before the Meeting. At the date hereof, management of the
Corporation knows of no such amendments, variations or other business or matters to come before the Meeting.
- 3 -
APPOINTMENT AND REVOCATION OF PROXIES
The persons named in the accompanying form of proxy are officers of the Corporation. A shareholder desiring to
appoint some other person to represent him or her at the Meeting may do so either by inserting such person's
name in the blank space provided in the accompanying form of proxy and striking out the names of the
management nominees or by duly completing another proper form of proxy and, in either case, depositing the
completed proxy at the offices of the Corporation's registrar and transfer agent, Equity Transfer and Trust
Company, 120 Adelaide Street West, Suite 420, Toronto, Ontario, Canada M5H 4C3, before the specified
time described in the previous section.
A Shareholder giving a proxy has the power to revoke it. Such revocation may be made by the Shareholder
attending the Meeting by fully executing another form of proxy bearing a later date and duly depositing the same
before the specified time, or by written instrument revoking such proxy duly executed by the Shareholder or his or
her attorney authorized in writing or, if the Shareholder is a body corporate, under its corporate seal or by an officer
or attorney thereof, duly authorized, and deposited either at the head office of the Corporation or its registrar and
transfer agent at any time up to and including the last Business Day preceding the date of the Meeting or any
adjournment thereof, or with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof or
in any other manner permitted by law. Such instrument will not be effective with respect to any matter on which a
vote has already been cast pursuant to such proxy.
ADVICE TO BENEFICIAL HOLDERS
The information set forth in this section is of significant importance to many public Shareholders as a substantial
number of the public Shareholders do not hold Common Shares in their own names. Shareholders who do not hold
their Common Shares in their own names (referred to in this Information Circular as "Beneficial Shareholders")
should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as
the registered holders of the shares can be recognized and acted upon at the Meeting. If Common Shares are listed
in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will
not be registered in the Shareholder's name on the records of the Corporation. Such Common Shares will more
likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast
majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The
Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms). Common Shares
held by brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the
Beneficial Shareholder. Without specific instructions, brokers/nominees are prohibited from voting Common
Shares for their clients. The directors and officers of the Corporation may not know for whose benefit the Common
Shares registered in the name of CDS & Co. are held.
Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial
Shareholders in advance of shareholders' meetings. Every intermediary/broker has its own mailing procedures and
provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to
ensure that their Common Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial
Shareholder by its broker is identical to the form of proxy provided to registered Shareholders. However, its
purpose is limited to instructing the registered Shareholders how to vote on behalf of the Beneficial Shareholder.
The majority of brokers now delegate responsibility for obtaining instructions from clients to ADP Investor
Communications ("ADP"). ADP typically applies a decal to the proxy forms, mails those forms to the Beneficial
Shareholders and asks Beneficial Shareholders to return the proxy forms to ADP. ADP then tabulates the results of
all instructions received and provides appropriate instructions respecting the voting of Common Shares to be
represented at the Meeting. A Beneficial Shareholder receiving a proxy with an ADP decal on it cannot use that
proxy to vote shares directly at the Meeting. The proxy must be returned to ADP well in advance of the
Meeting in order to have the shares voted.
Since the Corporation may not have access to the names of its non-registered Shareholders, if a Beneficial
Shareholder attends the Meeting, the Corporation will have no record of the Beneficial Shareholder's shareholdings
or of its entitlement to vote unless the Beneficial Shareholder's nominee has appointed the Beneficial Shareholder as
- 4 -
proxyholder. Therefore, a Beneficial Shareholder who wishes to vote in person at the Meeting must insert its own
name in the space provided on the voting instruction form sent to the Beneficial Shareholder by its nominee, and
sign and return the voting instruction form by following the signing and returning instructions provided by its
nominee. By doing so, the Beneficial Shareholder will be instructing its nominee to appoint the Beneficial
Shareholder as proxyholder. The Beneficial Shareholder should not otherwise complete the voting instruction form
as its vote will be taken at the Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES
The authorized capital of the Corporation consists of an unlimited number of common shares of which 74,486,704
Common Shares are issued and outstanding as fully paid and non-assessable as at the record date.
Each Shareholder is entitled to one vote for each Common Share shown as registered in his or her name on the list
of Shareholders, which will be available for inspection at the Meeting. The directors have fixed May 25, 2007 as the
record date for the Meeting. Shareholder of record as at that date are entitled to receive notice of the Meeting.
Shareholders of record will be entitled to vote those Common Shares of the Corporation included in the list of
shareholder entitled to vote at the Meeting prepared as at the record date, unless any such shareholder transfers his
Common Shares after the record date and the transferee of those shares establishes that he owns the Common Shares
and demands, not later than 4:00 p.m. (Toronto time) on June 18, 2007 (10 days before the Meeting) that the
transferee's name be included in the list of Shareholders entitled to vote at the Meeting, in which case such
transferee shall be entitled to vote such Common Shares at the Meeting.
To the knowledge of the directors and senior officers of the Corporation, the following beneficially own, directly or
indirectly, or exercise control or direction over, more than 10% of the issued and outstanding common shares of the
Corporation.
Name and Address Class of Securities Number of securities owned
or controlled
Percentage of class of outstanding
voting shares
CDS & Co. (1)
Toronto, Ontario
Common Shares 49,196,257 66.05%
Notes:
(1) The Corporation is not aware of the beneficial owners of the shares held by this financial intermediary.
PART II
MATTERS TO BE ACTED UPON
1. Election of Directors
The board of directors currently consists of five (5) members. At the Meeting, shareholders will be asked to elect
five (5) directors. Each director elected at the Meeting will hold office until the next annual meeting of shareholders
or until his or her successor is elected or appointed, unless his or her office is earlier vacated according to the
provisions of the by-laws of the Corporation or the Business Corporations Act (Ontario).
The following table states the names of the nominees, their principal occupation and employment for the previous
five years and the approximate number of shares of the Corporation beneficially owned, directly, or indirectly, or
over which control or direction is exercised, by each of them as of the date hereof. The respective nominees have
furnished the information as to shares beneficially owned.
Proxies received in favour of management nominees, will, unless required to be withheld from voting, be voted to
elect as directors of the Corporation those persons noted in the below table.
- 5 -
Name and Director Since Principal Occupation Number of Common Shares
Beneficially Owned or
Controlled
Percentage of
Common Shares
Wayne Isaacs
December, 2003
President of the Corporation; currently and since
1999, President of Acadia Capital Corporation, a
private corporation controlled by Mr. Isaacs
engaged in small cap mergers and acquisitions and
corporate financing for small and medium sized
private and public corporations.
787,163 1.06%
Duane Parnham
April, 2004
Currently and since 1996, President of Environment
Technical Service, a private corporation controlled
by Mr. Parnham providing geological and
environmental consultation, corporate development,
and regulatory compliance for publicly listed
companies and corporate finance to public and
private companies and the junior mining industry.
From 1996 to 2000, President and Chief Executive
Officer of Temex Resources Ltd.
4,340,030 (2) 5.83%
Rick Vaive(1)
April, 2005
Currently and for the past five (5) years, Community
Representative for Maple Leaf Sports and
Entertainment and Hockey Analyst with Leafs TV
for Toronto Maple Leafs hockey games.
100,000 0.13%
Mark Frewin (1)
September, 2005
Currently and since 2006, a solicitor and partner
with McCarthy Tetrault LLP. From 2004 to 2005, a
solicitor and partner with Pitmans and from 2000 to
2004 with Hunton & Williams. Mr. Frewin is also
Company Secretary for Wingate Electrical plc. And
International Counsel for First Quantum Minerals
Ltd.
250,000 0.34%
Dr. Roger Laine (1)
March, 2006
Currently Director of Anglo Canadian Uranium
Corp. (URA:TSX-V) and V.P. Explorations of
Landmark Minerals (LML:TSX-V). For the past
five years Dr. Laine has been an independent
consultant in the mining industry.
16,500 0.02%
Notes:
(1) Proposed members of the Audit Committee who are appointed annually.
(2) Of this amount, 3,825,030 common shares are owned directly by Mr. Parnham, 515,000 common shares are owned by Leigh Parnham,
spouse of Mr. Parnham.
Corporate Cease Trade Orders, Penalties and Bankruptcies
Except as disclosed below, to the best of the Corporation's knowledge, no existing or proposed director is, or within
the 10 years prior to the date hereof has been, a director or executive officer of any company that, while that person
was acting in that capacity,
(a) was the subject of a cease trade or similar order or an order that denied the relevant company
access to any exemption under securities legislation, of a period of more than 30 consecutive days;
(b) was subject to an event that resulted, after the director or executive officer ceased to be a director
or executive officer, in the company being the subject of a cease trade or similar order or an order
that denied the relevant company access to any exemption under securities legislation, for a period
of more than 30 consecutive days; or
(c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal
under any legislation relating to bankruptcy or insolvency or was subject to or instituted any
proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or
trustee appointed to hold its assets.
- 6 -
Mr. Wayne Isaacs was the President, Chief Executive Officer, Chairman and director of Canadian Baldwin Holdings
Limited in 2003 when a cease trade order was issued against the company by the Ontario Securities Commission.
The cease trade order was filed as a result of the financial statements of the company being filed later than
mandated under the applicable legislation at that time. The company continued to file all documents required to be
filed and the cease trade order was only discovered by the company years later as the company never received any
notification of the cease trade order.
Upon the discovery of the cease trade order, the company contacted the Ontario Securities Commission and advised
them that the company never received any notification of the cease trade order as the notice was sent to the old
address of the company's service provider who did all of the necessary filings. Upon review, the cease trade order
was revoked by the Ontario Securities Commission.
Personal Bankruptcies
To the Corporation's knowledge, no existing or proposed director of the Corporation has, within the 10 years before
the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy
or insolvency, or been subject to or instituted any proceedings, arrangements or compromise with creditors, or had a
receiver, receiver manager or trustee appointed to hold the assets of that person.
Conflicts of Interest
The directors are required by law to act honestly and in good faith with a view to the best interests of the
Corporation and to disclose any interests that they may have in any project or opportunity of the Corporation. If a
conflict of interest arises at a meeting of the Board, any director in a conflict will disclose his interest and abstain
from voting on such matter.
To the best of the Corporation's knowledge, and other than disclosed herein, there are no known existing or potential
conflicts of interest among the Corporation, its promoters, directors and officers or other members of management
of the Corporation or of any proposed promoter, director, officer or other member of management as a result of their
outside business interests, except that certain of the directors and officers serve as directors and officers of other
companies, and therefore it is possible that a conflict may arise between their duties to the Corporation and their
duties as a director or officer of such other companies.
PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE ELECTION OF
THE ABOVE-NAMED NOMINEES, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY
THAT HIS OR HER SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF.
2. Re-Appointment of Auditors
Unless authority to do so is withheld, the persons named in the enclosed form of proxy intend to vote for the reappointment
of Parker Simone LLP, Chartered Accountants, Chartered Accountants, as auditors of the Corporation,
to hold office until the next annual meeting of shareholders at remuneration to be fixed by the directors.
PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE REAPPOINTMENT
OF PARKER SIMONE LLP, CHARTERED ACCOUNTANTS, AS AUDITORS OF THE
CORPORATION TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS
AND THE AUTHORIZATION OF THE DIRECTORS TO FIX THEIR REMUNERATION, UNLESS THE
SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS OR HER SHARES ARE TO BE
WITHHELD FROM VOTING IN RESPECT THEREOF.
- 7 -
3. Approval of the Option Plan Resolution
On July 31, 1998, the shareholders of the Corporation approved the creation of a stock option plan (the "Current
Plan") which reserved for issuance 5,000,000 common shares representing approximately 30% of the number of
issued and outstanding common shares of the Corporation at the time the Current Plan was created. Subsequently, a
number of amendments to the number of shares reserved for issuance, the most recent of which was on June 20,
2006, an aggregate of 9,300,000 common shares were reserved for issuance under the Current Plan.
On October 16, 2006, the Corporation graduated to the Toronto Stock Exchange (the "TSX"), the senior stock
exchange in Canada. The TSX Company Manual outlines a number of limitations and conditions that it requires to
be included in share compensation plans of its listed issuers. The Previous Plan of the Corporation does not contain
these limitations. Consequently, the Board of the Corporation has determined it is in the best interest of the
Corporation to amend and restate its option plan to comply with the TSX Company Manual. The text of the
amended and restated stock option plan (the "Amended and Restated Option Plan") is appended hereto in Appendix
"C".
The purpose of the Amended and Restated Option Plan is to develop the interest of employees, directors, officers
and any other persons or companies providing management or consulting services to the Corporation (collectively,
"Service Providers") by providing them with the opportunity, through share options, to acquire an increased
proprietary interest in the Corporation.
The Amended and Restated Option Plan is administered by the Board, and at its option, the Compensation
Committee of the Board. Subject to the provisions of the Amended and Restated Option Plan, the Board is
authorized in its sole discretion to make decisions regarding the administration of the Amended and Restated Option
Plan.
The total number of Common Shares under option cannot exceed 9,300,000 Common Shares (representing 12.4% of
the current number of issued and outstanding Common Shares). As at the date hereof, options to purchase an
aggregate of 3,948,500 Common Shares are outstanding (representing 5.2% of the current number of issued and
outstanding Common Shares) and an aggregate of 3,696,167 remain available for the grant of options under the
Option Plan (representing 4.9% of the current number of issued and outstanding Common Shares).
At the 2006 annual and special meeting of Shareholders, the Current Plan was amended to increase the number of
shares reserved for issuance upon the exercise of options to the current maximum number. In May 2007, the Board
approved the adoption of the Amended and Restated Option Plan which update certain definitions and terms of the
Option Plan to conform with current TSX rules in relation to security-based compensation plans, including
amendments to the limits on the numbers of options to be granted to insiders of the Corporation to conform with
current TSX rules. In addition, the Amended and Restated Option Plan includes provisions for the inclusion of
events such as arrangements (such as a merger, amalgamation, or other similar forms of business combination
transactions) and changes in control in the provisions which provide for the lapse of such options. In the event that
an optionee elects to exercise its options in such circumstances, the optionee may elect to have the Corporation pay
the difference between the exercise price of any unexercised options held by such optionee and the market price on
the date of completion of the arrangement, take-over bid or change of control in respect of any unexercised options
(rather than the issuance of Common Shares from treasury).
The Amended and Restated Option Plan has the following principal terms:
Grant of Options
Subject to the terms of the Amended and Restated Option Plan and after reviewing any recommendations from the
Compensation Committee, if any, the Board selects the Service Providers to whom options will be granted, the
number of Common Shares to be optioned to each of them, the date or dates on which such options will be granted
and the terms and conditions attaching to such options. The aggregate number of Common Shares reserved for
issuance pursuant to all options granted to any one optionee shall not exceed 5% of the number of Common Shares
- 8 -
outstanding on a non-diluted basis at the time of such grant. In addition, the issuance of Common Shares on the
exercise of options to: (i) insiders (as such term is defined by the Securities Act (Ontario)) pursuant to the Amended
and Restated Option Plan and all other share compensation plans, within any one-year period shall not exceed 10%
of the outstanding issue; and (ii) insiders, at any time, pursuant to the Amended and Restated Option Plan and all
other share compensation plans, shall not exceed 10% of the outstanding issue.
Exercise Price
The Board shall fix the exercise price of an option which may not be lower than the closing price on the TSX of the
Common Shares on the day prior to the date of the grant of such options.
Term of Options
The term of the options shall not be less than one year and not more than 10 years from the date the option is
granted. Subject to the terms of the Amended and Restated Option Plan, the Board shall specify at the time of grant
of options the maximum number of Common Shares that may be exercisable by such optionee in each year or other
period during the term of the options.
Lapse of Options
In the event of the discharge of an optionee from the Corporation or a subsidiary for a wilful and substantial breach
of such optionee's duties, all options granted to such optionee under the Amended and Restated Option Plan shall
cease and terminate. In the event of the resignation or termination of an optionee (other than for a wilful and
substantial breach of such optionee's duties), such optionee may exercise each option then held by such optionee to
the extent that such optionee was entitled to do so at the time of such resignation for a period of 90 days following
the effective date of such resignation (or such later day as the Board in its sole discretion may determine) or the
expiry date of such options, whichever is earlier. In the event of the death of an optionee while a Service Provider,
all options held by such optionee at the time of death which were exercisable at the time of death may be exercised
by the optionee's legal representatives at any time until first anniversary of the date of death. In the event of a takeover,
arrangement (such as a merger, amalgamation or other similar form of business combination transaction),
change in control or the sale of substantially all of the assets of the Corporation, options may be exercised within
certain fixed time limits.
Adjustments
Appropriate adjustments in the number of Common Shares and in the exercise price of the options, shall be made to
give effect to adjustments in the number of Common Shares resulting from any subdivisions, consolidations or
reclassifications of the Common Shares, the payment of stock dividends by the Corporation or other relevant
changes in the capital structure of the Corporation.
Non-Assignability of Options
Each option granted under the Plan is non-assignable by the Optionee.
Amendments to Amended and Restated Option Plan
The amendment procedures state the type of modifications to the Amended and Restated Option Plan that must
specifically be approved by the holder of a majority of the Common Shares, namely:
(a) any increase in the maximum number of Common Shares issuable under the Amended and
Restated Option Plan or any change from a fixed maximum number of Common Shares issuable
under the Amended and Restated Option Plan to a fixed maximum percentage;
- 9 -
(b) any reduction in the option price of an outstanding option held by an insider (as such term is
defined in the Amended and Restated Option Plan) except for the purpose of maintaining option
value in connection with an adjustment provided for under the Amended and Restated Option
Plan;
(c) any extension of the option term of an option held by an insider (except where the date of the
expiry of the option term would have fallen within a blackout period); any increase to the limit on
the numbers of securities issued or issuable to Insiders above; and
(d) any increase to the limit on the numbers of securities issued or issuable to Insiders set out in the
Amended and Restated Option Plan; and
(e) any other amendment requiring shareholder approval under applicable law (including, without
limitation, under the rules and policies of the TSX);
Except as listed above, other amendments to the Amended and Restated Option Plan can be made by the Board
without shareholder approval
The text of the resolution (the "Option Plan Resolution") to be submitted to shareholders at the Meeting is set forth
below.
"BE IT RESOLVED THAT:
1. the amended and restated stock option plan of the Corporation (the "Amended and Restated Option Plan"),
as set forth in the Information Circular sent to shareholders in respect of the annual and special meeting of
shareholders to be held on June 28, 2007 be and is hereby approved, ratified and confirmed; and
2. any director or officer of the Corporation be and is hereby authorized, for or on behalf of the Corporation,
to execute and deliver all documents and instruments and to take such other actions as such director or
officer may determine to be necessary or desirable to implement this ordinary resolution and the matters
authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any
such documents or instruments and the taking of any such actions."
As the number of options that may be granted to insiders of the Corporation within a 12 month period could not
exceed 10% of the Corporation's issued and outstanding common shares, approval by a majority of 50.1% of the
shares voted at the Meeting is required.
PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF
THE AMENDED AND RESTATED OPTION PLAN, UNLESS A SHAREHOLDER HAS SPECIFIED IN
THE PROXY THAT HIS OR HER SHARES ARE TO BE VOTED AGAINST SUCH RESOLUTION.
4. Approval of the Return of Capital Resolution
Background
The Corporation is currently in negotiations with an arm's length party (the "Purchaser") with the intention of
entering into a share exchange agreement (the "Sale Agreement") pursuant to which it proposes to divest itself of all
of its non-uranium mining properties in Namibia by selling its wholly-owned Ontario subsidiary, Namibian Minerals
Ltd., to the Purchaser in exchange for 7,558,824 common shares of the Purchaser (each a "Purchaser Share" and
collectively, the "Acquired Purchaser Shares") and 7,558,824 warrants of Purchaser (each a "Purchaser Warrant and
collectively, the "Acquired Purchaser Warrants") (the "Sale"). The non-uranium properties comprise less than 10%
of the total assets of the Corporation. It is expected that the Sale Agreement will contain standard terms and
- 10 -
conditions, and will provide for a closing date for the Sale of August 30, 2007, or such other date as the Corporation
and Purchaser may mutually agree to.
The Corporation proposes, subject to the prior approval of the Toronto Stock Exchange (the "TSX") and receipt of
required exemptive relief under applicable securities legislation, to distribute up to 100% of the Acquired Purchaser
Shares and the Acquired Purchaser Warrants on a pro rata basis to the Corporation's shareholders on a fully diluted
basis. In order to do so, the Corporation proposes to reduce its stated capital by an amount equal to the fair market
value of the Acquired Purchaser Shares and the Acquired Purchaser Warrants (the "Reduction of Capital Amount").
The Purchaser Shares and the Purchaser Warrants to be so distributed to the Purchaser in its capacity as a
shareholder of the Corporation will be cancelled.
Shareholders are being asked to consider passing, with or without amendment, a special resolution (the "Return of
Capital Resolution"), the full text of which is set out below, authorizing the Corporation to reduce the stated capital
attributed to the Common Shares of the Corporation by way of return of capital (the "Return of Capital") by
distributing up to 100% of the Acquired Purchaser Shares and the Acquired Purchaser Warrants to be acquired by
the Corporation to the holders of Common Shares on a fully diluted basis.
Details concerning the Return and Reduction of Capital are set out below.
Reduction of Capital by Return of Capital
The Corporation intends to make the distribution of up to 100% of the Acquired Purchaser Shares and Acquired
Purchaser Warrants to its shareholders of record on the close of business on the 7th trading day (the "Return of
Capital Record Date") after the later of (i) the day on which a special resolution is passed approving the reduction of
stated capital; and (ii) the date on which the Corporation receives all applicable regulatory approvals. Such
Purchaser Shares and Purchaser Warrants will be distributed to all of the Corporation's shareholders pro rata on a
fully diluted basis based on the respective number of Common Shares held on the Return of Capital Record Date.
The Corporation will retain a sufficient number of Acquired Purchaser Shares and Acquired Purchaser Warrants
equal to the number of options and warrants outstanding on the Return of Capital Record Date in order to satisfy the
Corporation's obligations thereunder. Upon exercise of an option or warrant, such holder will receive that number of
Acquired Purchaser Shares and Acquired Purchaser Warrants as if such holder had been a shareholder of the
Corporation as of the Return of Capital Record Date. In the event that options or warrants are not exercised, the
Corporation will retain that number of Acquired Purchaser Shares and Acquired Purchaser Warrants which would
have been issued to the holder had such options and warrants been exercised.
The Common Share component of the Reduction of Capital Amount will be based upon the 10-day weighted
average trading price of the common shares of the Purchaser on the TSX Venture Exchange for the 10-day period
preceding the Return of Capital date or upon such other reasonable basis as may be determined by the Corporation's
board of directors. It is intended that the Return of Capital will occur as soon as practicable following the Return of
Capital Record Date. In the event that the Reduction of Capital Amount exceeds the stated capital of the Common
Shares, the number of Purchaser Shares and Purchaser Warrants to be distributed to the shareholders pursuant to the
Return of Capital will be reduced to such number as will result in the Reduction of Capital Amount not exceeding
the stated capital of the Common Shares.
Mechanics of the Return of Capital Distribution
Shareholders will not be required to pay for the Purchaser Shares and Purchaser Warrants that they receive pursuant
to the Return of Capital nor will they be required to surrender or exchange Common Shares or any other securities
held by them in order to receive Purchaser Shares and Purchaser Warrants or to take any other action in connection
with such distribution.
No fractional Purchaser Shares or Purchaser Warrants will be distributed pursuant to the Return of Capital and no
consideration will be paid in lieu thereof. Any fractional Purchaser Shares or Purchaser Warrants that shareholders
would otherwise be entitled to receive will be rounded down to the nearest whole number. The balance of Purchaser
- 11 -
Shares and Purchaser Warrants not distributed to shareholders as a result of such rounding down will not be
distributed under the Return of Capital and will continue to be held by the Corporation.
Hold Period
In order for the Corporation to distribute Purchaser Shares and Purchaser Warrants to the Corporation's shareholders
by way of a return of capital, the Corporation must obtain the approval of the TSX and exemptive relief from the
applicable Canadian securities regulatory authorities. The Corporation intends to apply for the approval of the TSX
and exemptive relief in advance of the Meeting and anticipates that the approval and relief will be granted on
application. The exemptive relief applied for will include relief from the requirement that the Purchaser Shares and
Purchaser Warrants to be distributed to the Corporation's shareholders pursuant to the Return of Capital be subject to
a four month "hold period". Without such exemptive relief, the Purchaser Shares and Purchaser Warrants
distributed would not be freely tradeable until the date that is four months after the date of closing of the Sale (and
the certificates evidencing the Purchaser Shares and Purchaser Warrants would have to include a legend restricting
the sale or transfer of such shares until four months following the date of closing of the Sale). If exemptive relief
from the hold period is not obtained, the Corporation may determine to delay the distribution of Purchaser Shares
and Purchaser Warrants to the Corporation's shareholders until the hold period has elapsed.
If the above described exemptive relief and approval of the TSX are obtained, the distribution of Purchaser Shares
and Purchaser Warrants pursuant to the Return of Capital will permit the shareholders of the Corporation following
the expiry of the hold period if applicable, to deal directly with the Purchaser Shares and Purchaser Warrants rather
than holding them indirectly through the Corporation, thus allowing for individual decisions to be made as to
whether to retain or dispose of such Purchaser Shares and/or Purchaser Warrants. If the approval of the TSX and
exemptive relief for the distribution of the Purchaser Shares and Purchaser Warrants to the Corporation's
shareholders pursuant to the Return of Capital are not granted, the distribution will not occur and the Corporation
will continue to hold the Acquired Purchaser Shares and Purchaser Warrants (except insofar as such ungranted relief
relates solely to the hold period, in which case the Corporation may determine to proceed with the distribution once
the hold period has elapsed).
Certain Canadian Federal Income Tax Considerations
The following summary describes the principal Canadian federal income tax considerations generally applicable to
shareholders who receive Purchaser Shares and Purchaser Warrants in connection with the Return of Capital by the
Corporation and who, for the purposes of the Income Tax Act (Canada) (the "Tax Act"), are resident in Canada, deal
at arm's length with the Corporation and hold their Common Shares as capital property.
This summary is based on the current provisions of the Tax Act and an understanding of the current published
administrative practices and assessing policies of the Canada Revenue Agency ("CRA"), and also takes into account
all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada)
prior to the date hereof (the "Tax Proposals"). In particular the summary assumes that a particular Tax Proposal
relating to returns of capital by a public corporation such as the Corporation will be enacted substantially as
proposed; however, no assurance can be given that the Tax Proposals will be enacted in their present form, if at all,
or that changes to CRA's administrative policy will not modify or change the statements expressed herein. Except
for the foregoing, this summary does not take into account or anticipate any changes in the law whether by
legislative, regulatory, administrative or judicial action. No advance income tax ruling has been sought or obtained
from CRA to confirm the tax consequences of the distribution of Purchaser Shares and Purchaser Warrants to
shareholders.
A shareholder who receives Purchaser Shares and Purchaser Warrants pursuant to the Return of Capital should
generally be considered to have received a dividend only to the extent (if any) that the fair market value of the
Purchaser Shares and Purchaser Warrants so received exceeds the amount of the reduction in paid-up capital in
respect of the shareholder's Common Shares. Based, among other things, on the current trading value of the
Purchaser Shares and the terms of a private placement involving the Purchaser Shares, the Corporation does not
expect that the distribution of the Purchaser Shares will result in a shareholder being deemed to receive a dividend.
- 12 -
Based on CRA's administrative policy, shareholders will be considered to have acquired the Purchaser Shares and
Purchaser Warrants at a cost equal to their fair market value.
The aggregate fair market value of the Purchaser Shares and Purchaser Warrants received by a shareholder (other
than any amount deemed to be a dividend as described above) will be deducted from the shareholder's adjusted cost
base (and paid-up capital) of his or her Common Shares. To the extent that the reduction exceeds the adjusted cost
base of such Common Shares as otherwise determined, the shareholder will be deemed to have realized a capital
gain equal to such excess and the adjusted cost base of such Common Shares will be nil.
For these purposes, shareholders will be advised following the Return of Capital Record Date as to the Corporation's
calculation of the fair market value of the Purchaser Shares distributed to shareholders. Any determination of fair
market value by the Corporation is not binding on CRA or any of the shareholders.
Action
The Corporation's constating documents are silent on the subject of capital reduction. However, section 34 of the
OBCA provides; in effect, that the Corporation can reduce its stated capital for any purpose, including distributing to
its shareholders an amount not exceeding the stated capital of the Common Shares, if approved by a special
resolution of its shareholders, provided that there are no reasonable grounds for believing that (i) the Corporation is,
or would after the reduction be, unable to pay its liabilities as they become due; or (ii) the realizable value of the
Corporation's assets would thereby be less than the aggregate of its liabilities.
Accordingly, Shareholders will be asked at the Meeting to consider, and if thought advisable, to authorize and
approve by means of a special resolution, the Return of Capital and the reduction of the Corporation's stated capital
by the Reduction of Capital Amount. The text of the Return of Capital Resolution is set out below:
WHEREAS:
1. as a result of the sale (the "Sale") by the Corporation to the Purchaser of all of the shares of Nambian
Minerals Ltd., it is expected that the Corporation will own approximately 7,558,824 common shares in the
capital of Purchaser (each a "Purchaser Share") and 7,558,824 warrants, each warrant entitling the holder
thereof to acquire one Purchaser Share (each, a "Purchaser Warrant");
2. the Corporation proposes to distribute up to 100% of the Purchaser Shares and Purchaser Warrants held by
it to the shareholders of the Corporation pro rata on a fully diluted basis, based on the respective numbers
of common shares in the capital of the Corporation (each, a "Common Share") held by such shareholders as
of the close of business on the 7th trading day (the "Return of Capital Record Date") after the later of:
(a) the day on which the Corporation's shareholders approve the special resolution authorizing the
Corporation to reduce its stated capital by an amount up to the aggregate fair market value of
100% of the Purchaser Shares and Purchaser Warrant held by it (the "Reduction of Capital
Amount"), in the manner described in the management information circular of the Corporation
dated May 31, 2007 (the "Circular"); and
(b) the date on which the Corporation receives all required regulatory approval,
(provided that in the event that the Reduction of Capital Amount exceeds the stated capital of the Common
Shares, the number of Purchaser Shares and Purchaser Warrants to be distributed to the shareholders will
be reduced to such number as will result in the Reduction of Capital Amount not exceeding the stated
capital of the Common Shares); and
3. under the Business Corporations Act (Ontario), the Corporation may reduce its stated capital if approved by
a special resolution of its shareholders;
- 13 -
BE IT RESOLVED THAT:
4. a reduction in the stated capital of the Corporation by an amount equal to the Reduction of Capital Amount
through the distribution of up to approximately 7,558,824 Purchaser Shares and of up to approximately
7,558,824 Purchaser Warrants to shareholders of the Corporation of record as of the Return of Capital
Record Date be authorized and approved;
5. any one director or officer of the Corporation be and is hereby authorized and directed, for and in the name
and on behalf of the Corporation, to execute (whether under the corporate seal of the Corporation or
otherwise) and deliver all such certificates, instruments, waivers, consents, applications, agreements,
amendments or other documents and to do all such other acts and things as such director or officer may
determine to be necessary or advisable to give effect to, and to carry out the intent of, the foregoing
paragraph of this resolution and the matters contemplated thereby, such determination to be evidenced
conclusively by the execution and delivery of any such document or the taking of any such other act or
thing by any director or officer of the Corporation; and
6. notwithstanding that this special resolution has been duly passed by the shareholders of the Corporation,
the directors of the Corporation be and are hereby authorized and empowered to revoke this resolution at
any time before it is acted upon, and to determine not to proceed with the reduction of its stated capital
without further approval of the shareholders of the Corporation,
To be approved, the Return of Capital Resolution must be passed by not less than two-thirds (2/3) of the votes cast
at the Meeting in respect of the Return of Capital Resolution. PROXIES RECEIVED IN FAVOUR OF
MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF THE RETURN OF CAPITAL
RESOLUTION UNLESS A SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS OR HER
SHARES ARE TO BE VOTED AGAINST SUCH RESOLUTION. In the event that shareholder approval is not
given to the Return of Capital Resolution or the approval of the TSX and/or exemptive relief to permit the
distribution of Purchaser Shares and Purchaser Warrants by the Corporation is not obtained, the reduction of stated
capital by the Reduction of Capital Amount and the Return of Capital will not occur. The Board unanimously
recommends that shareholders vote "FOR" the Return of Capital Resolution.
INDICATION OF OFFICER AND DIRECTORS
All of the directors and executive officers of the Corporation have indicated that they intend to vote their Common
Shares in favour of each of the above resolutions. In addition, unless authority to do so is indicated otherwise, the
persons named in the enclosed form of proxy intend to vote the Common Shares represented by such proxies in
favour of each of the above resolutions.
PART III
ADDITIONAL DISCLOSURE
EXECUTIVE COMPENSATION
Securities laws require that a "Statement of Executive Compensation" in accordance with Form 51-102F6 be
included in this Information Circular. Form 51-102F6 prescribes the disclosure requirements in respect of the
compensation of executive officers and directors of reporting issuers. Form 51-102F6 provides that compensation
disclosure must be provided for the Chief Executive Officer and the Chief Financial Officer of an issuer and each of
the issuer's three mostly highly compensated executive officers whose total salary and bonus exceeds Cdn$150,000.
Based on these requirements, the executive officers of the Corporation for whom disclosure is required under Form
51-102F6 are Mr. Duane Parnham (Chief Executive Officer), Mr. Miles Nagamatsu (Chief Financial Officer), and
Mr. Wayne Isaacs, who are collectively referred to as the "Named Executive Officers".
- 14 -
The following table discloses compensation paid to or awarded to the Named Executive Officers. Securities
legislation provides that the Named Executive Officers are determined on the basis of total cash compensation
(salary and annual bonus) earned in the 2006 fiscal year.
Summary Compensation Table
Annual
Compensation
Long Term Compensation
Awards Payouts
Name and Principal
Position
Year Salary
($)
Bonus
($)
Other Annual
Compensation
($)
Securities Under
Options/SARs
Granted
(#)
Shares Subject
to Resale
Restrictions
($)
LTIP
Payouts
($)
All Other
Compensation
($)
Wayne Isaacs (1)
President
2006
2005
2004
Nil
Nil
Nil
Nil
Nil
Nil
120,000(2)
60,000 (2)
27,000 (2)
250,000
335,000
145,000
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Duane Parnham (3)
C.E.O.
2006
2005
2004
Nil
Nil
Nil
Nil
Nil
20,000 (4)
165,000(6)
60,000 (6)
35,000 (6)
300,000
335,000
145,000
Nil
Nil
Nil
Nil
Nil
Nil
12,000
Nil
Nil
Miles Nagamatsu (5)
Chief Financial Officer
2006
2005
2004
Nil
Nil
Nil
Nil
Nil
Nil
48,000(6)
30,000 (6)
10,000 (6)
50,000
150,500
55,000
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Notes:
(1) Mr. Isaacs was appointed President of the Corporation in February 2004.
(2) These payments represent consulting fees paid to Mr. Isaacs by the Corporation.
(3) Mr. Parnham was appointed Chief Executive Officer in November 2004.
(4) This payment represents a performance bonus to Mr. Parnham for the successful completion of three financings raising an aggregate
of $1,100,000 in funds.
(5) Mr. Nagamatsu was appointed Chief Financial Officer of the Corporation in April 2004.
(6) These payments representing consulting fees paid by the Corporation to the consulting companies of Mr. Parnham and Mr.
Nagamatsu.
Pension Plan
During the most recently completed financial year ended January 31, 2007 the Corporation did not have a pension
plan for its directors, officers or employees.
Option/SAR Grants during the Most Recently Completed Financial Year
The following table summarizes the grants of options to purchase or acquire securities of the Corporation or any of
its subsidiaries made during the fiscal year ended January 31, 2007 to the Named Executive Officers:
Name
Securities Under
Options/SARs
Granted (#)
% of Total
Options/SARs
Granted to
Employees in
Financial Year
Exercise or Base
Price ($/Security)
Market Value of
Securities Underlying
Options/SARs on the
Date of Grant
($/Security) Expiration Date
Wayne Isaacs 250,000 10.8% $2.20 $2.20 September 27, 2011
Duane Parnham 300,000 13.0% $2.20 $2.20 September 27, 2011
Miles Nagamatsu 50,000 2.2% $2.20 $2.20 September 27, 2011
- 15 -
Stock Options Exercised and Year End Option Values
Unexercised Options at January 31, 2007 Value of Unexercised In-the-Money
Options at January 31, 2007(1)
Name
Securities
Acquired
on
Exercise
(#)
Aggregate
Value
Realized(1)
($)
Exercisable
(#)
Unexercisable
(#)
Exercisable
($)
Unexercisable
($)
Wayne
Isaacs Nil Nil 521,667 208,333 3,388,783 1,010,417
Duane
Parnham
145,000
31,000
304,500
987,450
204,600
1,991,200 50,000 250,000 242,500 1,212,500
Miles
Nagamatsu Nil Nil 213,833 41,667 1,403,267 202,083
Note:
(1) The value is based on the Corporation's January 31, 2007 closing market price on the TSX of $7.05 per
Common Share and the exercise price of the options.
Employment Agreements
As of the date of this Information Circular, the Corporation has entered into consulting agreements with contracts
with two of the Named Executive Officers. In the consulting agreements with Mr. Isaacs and Mr. Parnham,
respectively, the Corporation agreed that upon termination of the agreement as a result of a change of control or
constructive dismissal, the Corporation would pay the equivalent of two year's consulting fees.
Report on Executive Compensation
Composition of the Compensation Committee
In May 2007, the Corporation formed the Compensation Committee to meet as required and review senior
management compensation and the overall compensation policies and practises of the Corporation. Prior to the
formation of the Compensation Committee, the Board as a whole performed these functions. The members of the
Compensation Committee are Messrs. Vaive, Frewin and Dr. Laine, all of whom are independent directors.
Compensation Philosophy
For compensation matters, the Compensation Committee of the Board is responsible for: (i) reviewing and
approving the compensation of the Chief Executive Officer; (ii) recommending to the Board other executive
compensation, incentive-based plans and equity-based plans; (iii) approving and monitoring insider trading and
share ownership policies; and (iv) reviewing compensation disclosure in public documents. The Compensation
Committee considers the following objectives when reviewing compensation: (i) retaining individuals critical to the
success of the Corporation; (ii) rewarding performance of individuals by recognizing their contribution to the
Corporation; and (iii) compensating individuals based on their performance and, to the extent applicable, on similar
compensation for companies at a comparable state of development.
To encourage ownership interest in the Corporation and to focus on the long-term performance of the Corporation
over a period of time, the Corporation has developed, as a long-term incentive, the Option Plan that enables officers,
directors and key employees to acquire Common Shares. The Compensation Committee considered the terms and
amount of outstanding options under the Option Plan and determined to grant an aggregate of 600,000 options to the
Named Executive Officers.
- 16 -
Compensation Procedures
In 2006, the Board as a whole reviewed the compensation for the senior executive officers. Senior management was
responsible for the review of compensation for other officers and key employees. Such review was based on
performance. In May 2007, the Board delegated these responsibilities to the newly formed Compensation
Committee.
Chief Executive Officer's Compensation
Mr. Parnham's base salary was set at Cdn$13,750 per month. The compensation of the Corporation's Chief
Executive Officer is based on the same criteria as that used in determining the compensation payable to the
Corporation's other executive officers. In determining the salary awarded to Mr. Parnham during the past fiscal
year, the Board took into account salary, short-term incentive levels and long-term incentive levels of comparable
companies. With respect to salary levels, the Board determined that the overriding factor was salary levels paid by
comparable companies. In addition, Mr. Parnham was granted 300,000 options. Such incentives would recognize
extraordinary efforts made in any year which would reasonably be expected to achieve value over the medium term.
Submitted by the Board.
Share Performance Graph
The following chart compares the Corporation's five-year cumulative shareholder return for $100 invested in
Common Shares on December 31, 2001 with the cumulative total return index value of the S&P/TSX Index for the
five most recently completed years.
The Corporation's Common Shares trade on the TSX under the trading symbol: "FSY".
FSY vs. S&P/TSX Index - Historical Return to January 31, 2007
$100.00
$100.00 $100.00
$1,499.00
$3,166.00
$23,499
$120.34
$111.41
$156.18
$85.89 $170.41
$0.00
$5,000.00
$10,000.00
$15,000.00
$20,000.00
$25,000.00
Jan-31-02 Jan-03 Jan-04 Jan-05 Jan-06 Jan-07
Cumulative Value of a $100 Initial
Investment, Assuming Reinvestment of
Dividends
(Jan. 31, 2002=100)*
FSY S&P/TSX Index
- 17 -
Securities Authorized for Issuance under Equity Compensation Plans
The following table gives certain information as of January 31, 2007, being the Company's most recently completed
financial year, with respect to compensation plan under which equity securities of the Company are authorized for
issuance.
Plan Category Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights (a)
Weighted-average
exercise price of
outstanding options
Number of securities remaining available
for future issuance under equity
compensation plans (excluding securities
reflected in a)
Equity compensation plans
approved by security holders
2,928,500 $1.43 4,716,167
Compensation of Directors
No compensation was paid to the directors of the Corporation for the fiscal year ending January 31, 2007, in respect
of directors' fees. No benefits were paid or proposed to be paid to any director of the Corporation under any pension
or retirement plan.
Directors were eligible to participate in the Plan during the financial year ended January 31, 2007. During the
financial year ended January 31, 2007 an aggregate of 1,250,000 options to purchase common shares were granted
to directors. Particulars of these grants are set out below:
Name of Optionee Position Date of Grant No. of Options Exercise Price Expiry Date
Wayne Isaacs Officer & Director September 27, 2006 250,000 $2.20 September 27, 2011
Duane Parnham Officer & Director September 27, 2006 300,000 $2.20 September 27, 2011
Rick Vaive Director September 27, 2006 100,000 $2.20 September 27, 2011
Mark Frewin Director March 23, 2006
September 27, 2006
200,000
150,000
$1.15
$2.20
March 23, 2011
September 27, 2011
Roger Laine Director March 23, 2006
September 27, 2006
150,000
100,000
$1.15
$2.20
March 23, 2011
September 27, 2011
The Corporation does have an audit committee of which Messieurs Frewin, Vaive and Laine are members. See
"Corporate Governance Practices."
Indebtedness of Directors and Officers
No officer, director or employee of the Corporation, current or former, and no associate or affiliate of any such
director, senior officer is indebted to the Corporation.
Interest of Insiders in Material Transactions
Except as disclosed below, no insider, no proposed nominee for election as a director of the Corporation and no
associate or affiliate of any such insider or proposed nominee, has any material interest, direct or indirect, in any
material transaction since the commencement of the Corporation's last financial year or in any proposed transaction,
which, in either case, has materially affected or will materially affect the Corporation.
During the Corporation's most recently completed financial year ended January 31, 2007, the Corporation was
involved in the following related party transactions:
- 18 -
Messrs. Isaacs and Parnham, officers and directors of the Corporation, were paid $120,000 and $165,000,
respectively, for consulting services provided to the Corporation. Mr. Estepa and Mr. Nagamatsu, officers of the
Corporation, were paid $42,000 and $48,000, respectively, for consulting services provided to the Corporation.
CORPORATE GOVERNANCE PRACTICES
Statement of Corporate Governance Practices
National Instrument 58-101 - Disclosure of Corporate Governance Practices (the "Guidelines") requires certain
disclosure regarding the corporate governance practices of the Corporation. The Corporation is pleased to make the
following disclosure regarding its corporate governance policies, along with the additional disclosure contained in
Schedule "A" hereto.
Board Composition
The Board is currently comprised of five directors. Of the current board members, Messrs. Mark Frewin, Roger
Laine and Rick Vaive are considered to be "independent" according to the definition of "independence" set out in
Multilateral Instrument 52-110 as it applies to the Board. The Board considers that Messrs. Wayne Isaacs and Duane
Parnham are not independent in that they are executive officers of the Corporation. In deciding whether a particular
director is or is not independent, the Board examines the factual circumstances of each director and considers them
in the context of many factors.
The Board believes that the size and composition of the Board has served the Corporation and its shareholders well
and that all of its directors, including its non-independent directors, have made valuable contributions to the Board
and the Corporation. The Board is of the view that Messrs. Isaacs and Parnham possess an extensive knowledge of
the Corporation's business and extensive business experience, which have proven to be beneficial to the other
directors, and their participation as directors has contributed to the effectiveness of the Board. The Board also
believes that each of Messrs. Isaacs and Parnham is sensitive to conflicts of interest and excuses himself from
deliberations and voting in appropriate circumstances.
The Board currently has two committees, the Audit Committee and the Compensation Committee. As and when
required, ad hoc committees of the Board are appointed to deal with specific matters.
Audit Committee
The Audit Committee is currently composed of three independent directors, which is in compliance with the
Guidelines. The Audit Committee is responsible for the integrity of the Corporation's internal accounting and control
systems. The Committee receives and reviews the financial statements of the Corporation and makes
recommendations thereon to the Board prior to their approval by the full Board. The Audit Committee
communicates directly with the Corporation's external auditors in order to discuss audit and related matters
whenever appropriate. The annual information form of the Corporation filed with the Canadian securities regulatory
authorities contains certain information relating to the Audit Committee. The annual information form can be
accessed at www.sedar.com.
Compensation Committee
The Compensation Committee which is currently composed of three directors, all of whom are independent
directors. The Compensation Committee makes recommendations to the Board regarding the compensation policies
and practices of the Corporation that apply to senior management and the Board.
- 19 -
OTHER BUSINESS
Management of the Corporation knows of no matters to come before the Meeting other than the matters referred to
in the Notice of Meeting. However, if matters not now known to management should come before the Meeting,
Common Shares represented by proxies solicited by management will be voted on each such matter in accordance
with the best judgment of the nominees voting same.
PART IV
ADDITIONAL INFORMATION
A copy of the following documents may be obtained, without charge, upon request to the Secretary, Forsys Metals
Corp., 277 Lakeshore Road East, Suite 403, Oakville, Ontario, L6J 1H9 telephone (905) 844-4646, facsimile (905)
844-8949:
(a) the Financial Statements of the Corporation for the year ended January 31, 2007 and the
management's discussion and analysis thereof; and
(b) this Information Circular.
Additional information relating to the Corporation is on SEDAR at www.sedar.com. Financial information is
provided in the Corporation's consolidated financial statements and management's discussion and analysis for its
most recently completed financial year, a copy of which can be accessed online at www.sedar.com.
DIRECTORS' APPROVAL
The contents of this Management Information Circular and the sending of it to the shareholders of the Corporation,
to each director of the Corporation, to the auditor of the Corporation and to the appropriate governmental agencies
have been approved by the Board of Directors of the Corporation.
Unless otherwise noted, the information contained herein is given as of May 31, 2007.
The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is
required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in
which it was made.
DATED this 31st day of May, 2007.
BY ORDER OF THE BOARD OF DIRECTORS
"Wayne Isaacs"
Wayne Isaacs, President
A-1
SCHEDULE "A"
Corporate Governance Disclosure
7. Board of Directors
(a) Disclose the identity of directors who are independent.
The following directors of the Corporation are independent: Messrs. Mark Frewin, Roger Laine
and Rick Vaive.
(b) Disclose the identity of directors who are not independent, and describe the basis for that
determination.
Messrs. Wayne Isaacs and Duane Parnham are not independent as they are employed by the
Corporation in the capacity of executive officers.
(c) Disclose whether or not a majority of directors are independent. If a majority of directors are not
independent, describe what the board of directors (the board) does to facilitate its exercise of
independent judgement in carrying out its responsibilities.
As recommended by the Guidelines, the Board is constituted with a majority of independent
directors. The Board believes that the current composition of the Board serves the Corporation
and its shareholders well and that each of its directors makes a valuable contribution to the Board
and the Corporation. The non-independent directors make valuable contributions to the Board as
they possesses an extensive knowledge of the industry and the Corporation's business.
(d) If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent)
in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.
Name Issuer Exchange
Dr. Roger Laine Anglo Canadian Uranium Corp. TSX Venture Exchange
Wayne Isaacs Augustine Ventures Inc.
World Wide Co-Generation Inc.
WavePower Systems International Inc.
(e) Disclose whether or not the independent directors hold regularly scheduled meetings at which
non-independent directors and members of management are not in attendance. If the independent
directors hold such meetings, disclose the number of meetings held since the beginning of the
issuer's most recently completed financial year. If the independent directors do not hold such
meetings, describe what the board does to facilitate open and candid discussion among its
independent directors.
The Chairman periodically holds meetings of the independent directors in the absence of
management as situations or issues dictate. In 2006, no such meetings were held. There have
been occasions where management and the non-independent director have been asked to excuse
themselves from a meeting when a particular issue has been discussed.
The directors are also involved in the development of the strategic direction of the Corporation
and directors are encouraged to personally attend such meetings.
(f) Disclose whether or not the chair of the board is an independent director. If the board has a chair
or lead director who is an independent director, disclose the identity of the independent chair or
lead director, and describe his or her role and responsibilities. If the board has neither a chair
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that is independent nor a lead director that is independent, describe what the board does to
provide leadership for its independent directors.
Mr. Duane Parnham is the Chairman of the Board. The Chairman of the Board takes the lead in
calling meetings of the Board on a regular basis in addition to calling meetings of the independent
directors of the Corporation as the need arises.
(g) Disclose the attendance record of each director for all board meetings held since the beginning of
the issuer's most recently completed financial year.
In the most recently completed financial year, each of resolutions of the Board were passed
unanimously by written resolution. The Board encourages the directors to engage in telephone
discussions should any issues arise between scheduled meetings or in respect of resolutions.
8. Board Mandate – Disclose the text of the board's written mandate. If the board does not have a written
mandate, describe how the board delineates its role and responsibilities.
The text of the Board mandate is attached hereto as Appendix "B".
9. Position Descriptions
(a) Disclose whether or not the board has developed written position descriptions for the chair and
the chair of each board committee. If the board has not developed written position descriptions for
the chair an/or the chair of each board committee, briefly describe how the board delineates the
role and responsibilities of each such position.
The Board has not developed written position descriptions for the Chairman of the Board nor the
Chairs of each of the Board committees. The Board believes that each of the Chairs have an in
depth understanding of the responsibilities of each of the committees and function effectively.
However, the Board is currently contemplating creating written position mandates for the Chairs
of each committee of the Board.
(b) Disclose whether or not the board and CEO have developed a written position description for the
CEO. If the board and CEO have not developed such a position description, briefly describe how
the board delineates the role and responsibilities of the CEO.
The Board is currently developing a written position description for the Chief Executive Officer.
In the meantime, the Board and the CEO regularly discuss the expectations of the CEO in
fulfilling his role and obligations to the Corporation.
10. Orientation and Continuing Education
(a) Briefly describe what measures the board takes to orient new directors regarding
(i) the role of the board, its committees and its directors, and
(ii) the nature and operation of the issuer's business.
The Board has not adopted a formal policy on the orientation and continuing education of new and
current directors. When a new director is appointed, the Board delegates individual directors the
responsibility for providing an orientation and education program for any new director. This may
be delivered through informal meetings between the new directors and the Board and senior
management, complemented by presentations on the main areas of the Corporation's business.
When required the Board may arrange for topical seminars to be provided to members of the
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Board or committees of the Board. Such seminars may be provided by one or more members of
the Board and management or by external professionals.
(b) Briefly describe what measures, if any, the board takes to provide continuing education for its
directors. If the board does not provide continuing education, describe how the board ensures
that its directors maintain the skill and knowledge necessary to meet their obligations as directors.
The Corporation's management ensures that the Board has timely access to the information it
needs to carry out its duties. Directors receive a comprehensive package of information prior to
each Board and committee meeting. Directors are given information packages and presentations
during regularly scheduled Board meetings and committee meetings in order to ensure their
understanding of the business of the Corporation and regulatory environment remains current.
11. Ethical Business Conduct
(a) Disclose whether or not the board has adopted a written code for the directors, officers and
employees. If the board has adopted a written code:
(i) disclose how a person or company may obtain a copy of the code;
(ii) describe how the board monitors compliance with its code, or if the board does not
monitor compliance, explain whether and how the board satisfies itself regarding
compliance with its code; and
(iii) provide a cross-reference to any material change report filed since the beginning of the
issuer's most recently completed financial year that pertains to any conduct of a director
or executive officer that constitutes a departure from the code.
Ethical business conduct and behaviour is of great importance to the Board and management of
the Corporation. The Corporation has instituted policies on insider trading and a code of conduct
for all staff and personnel to abide by. The Corporation does expect that each of the directors,
officers and employees conduct themselves ethically and within the confines of professional
behaviour, including the avoidance of conflicts of interest, protection and proper use of company
information, compliance with laws, rules and regulations and reporting of illegal or unethical
behaviour.
(b) Describe any steps the board takes to ensure directors exercise independent judgement in
considering transactions and agreements in respect of which a director or executive officer has a
material interest.
As noted above, the Board meets from time to time and in appropriate circumstances without
management and non-independent directors present.
(c) Describe any other steps the board takes to encourage and promote a culture of ethical business
conduct.
Open lines of communication are encouraged between the Board and senior management. Senior
management is invited to most Board meetings and the Board has an opportunity to have open
discussions with senior management both at and outside the Board meetings on all issues
including ethical business conduct.
12. Nomination of Directors
(a) Describe the process by which the board identifies new candidates for board nomination.
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Prior to their standing for election, new nominees to the Board are reviewed by the Board as a
whole in order to determine the current needs of the Board as well as the qualifications of the
nominee.
(b) Disclose whether or not the board has a nominating committee composed entirely of independent
directors. If the board does not have a nominating committee composed entirely of independent
directors, describe what steps the board takes to encourage to objective nomination process.
The Board does not currently have a nominating committee the majority of directors are
independent and as the Board as a whole assesses the qualifications of the nominee, there is input
from independent directors.
(c) If the board has a nominating committee, describe the responsibilities, powers and operation of
the nominating committee.
Refer to answers immediately above.
13. Compensation
(a) Describe the process by which the board determines the compensation for the issuer's directors
and officers.
On a regular basis, and not less than annually, the Board reviews the adequacy and form of
directors' and officers' compensation. Industry data is collected and reviewed in determining
compensation structure and levels.
(b) Disclose whether or not the board has a compensation committee composed entirely of
independent directors. If the board does not have a compensation committee composed entirely of
independent directors, describe what steps the board takes to ensure an objective process for
determining such compensation.
The Compensation Committee is composed entirely of independent directors and makes
recommendations to the full Board on issues of compensation policies and practices.
(c) If the board has a compensation committee, describe the responsibilities, powers and operation of
the compensation committee.
The Compensation Committee reviews and makes recommendations to the Board on the
compensation packages of the CEO and other senior officers of the Corporation. In addition the
Compensation Committee is responsible for supervising and administering the Corporation's
equity and variable compensation plans for executives and other employees. The Compensation
Committee meets at least annually to discuss compensation issues but also meets from time to
time, as necessary.
(d) If a compensation consultant or advisor has, at any time since the beginning of the issuer's most
recently completed financial year, been retained to assist in determining compensation for any of
the issuer's directors and officers, disclose the identity of the consultant or advisor and briefly
summarize the mandate for which they have been retained. If the consultant or advisor has been
retained to perform any other work for the issuer, state that fact and briefly describe the nature of
the work.
The Corporation has not retained an outside consultant with respect to compensation issues in the
most recent financial year.
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14. Other Board Committees – If the board has standing committees other that the audit, compensation and
nominating committees, identify the committees and describe their function.
In addition to the Audit and the Compensation Committees, the Board has also forms ad hoc committees as
situations dictate.
15. Assessments – Disclose whether or not the board, it committees and individual directors are regularly
assessed with respect to their effectiveness and contribution. If assessments are regularly conducted,
describe the process used for the assessments. If assessments are not regularly conducted, describe how
the board satisfies itself that the board, its committees, and its individual directors are performing
effectively.
The Board as a whole is developing and overseeing the annual evaluation of the performance and
effectiveness of the Board and each of its committees.
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Appendix "B"
BOARD OF DIRECTORS – CHARTER (BDC)
1.0 BOARD SIZE AND COMPOSITION
The Board shall consist of such number of directors as the Board may determine from time to time, provided that
such number shall be at least five (5) and no more than ten (10), in accordance with the Company’s Articles of
Incorporation. Currently, the Board has established that between five (5) and ten (10) directors is an optimal number
for the Board to efficiently discharge its responsibilities.
A majority of the directors shall be unrelated directors for the purposes of the Toronto Stock Exchange Corporate
Governance Policy.
As a general objective, the Board will assure itself that it is composed of directors with diverse backgrounds and
personal characteristics and traits as well as competencies and expertise that add value to the Company and that each
director will serve the Board to best discharge its responsibilities.
2.0 ELECTION AND APPOINTMENT OF DIRECTORS
Directors may be appointed by unanimous vote of the existing Board and shall be elected by the shareholders
annually for a one year term.
3.0 BOARD STRUCTURE
3.1 Committees of the Board
The Board may appoint committees to review specific areas of the Board’s responsibilities. Each committee will
have a written charter if determined by the Board that incorporates all applicable legal and stock exchange listing
requirements and such recommendations of relevant securities regulatory authorities and stock exchanges as the
Board may consider appropriate. To the extent required under the laws, regulations and listing requirements to
which the Company is subject, members of these committees shall be majority unrelated and independent from the
Company. Each non-management director should serve on at least two committees. In addition, the Board may
appoint ad hoc committees as may be needed from time to time to address other issues. The Chief Executive Officer
shall be a non-voting ex officio member of all committees. The committees may hold in-camera sessions where
management, including directors who are members of management, is asked to withdraw. Minutes of committee
meetings shall be circulated to all Board members.
3.2 Chair of the Board
The Board shall appoint annually a chair from the members of the Board. The Chair of the Board is charged with the
responsibility of overseeing the efficient operation of the Board and its committees. The Chair shall act as an exofficio
member of each committee of the Board and, as such, one of his principal duties will be to properly evaluate
the effectiveness of the committee structure and the quality of management’s work that is presented in support of the
decision-making process of the Board. The Chair may also serve as a member of a committee of the Board.
3.3 Evaluation of the Board
Annually, the Board and its members will survey the effectiveness of the Board and its committees, including the
operation of the Board, the Board structure, the adequacy of information provided to directors, and the effectiveness
of the Chair in managing the meetings of the Board and the strategic direction of the Company.
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The Chair shall also evaluate on an annual basis the performance and contribution of each director on a variety of
topics, including strategic insight, participation and accountability, in order to provide them with constructive
feedback to help them improve their performance. The Chair will share with the committees responsible for
corporate behavior and governance matters the results of this evaluation and discussion. Furthermore, Board
members shall be evaluated on an annual basis by their peers.
This Charter will be reviewed annually by the Board.
4.0 RESPONSIBILITIES
The Board shall oversee the management of the business and affairs of the Company. The Board recognizes it is
responsible for the stewardship of the business of the Company and, as part of such responsibility, assumes
responsibility for the following matters:
4.1 Corporate Governance
1. Monitoring the performance of the Company, its Chief Executive Officer and its senior management to ensure
that the affairs of the Company are conducted in an ethical and moral manner.
2. Monitoring the Company’s approach to corporate governance issues and evaluate its practices with regard to
their conformity with the laws, regulations and listing requirements to which the Company is subject.
3. Monitoring the size and overall composition of the Board.
4. Recommending candidates for election or appointment to the Board.
5. Reviewing and approving such continuous and material disclosure documents as may be required in conformity
with the laws, regulations and listing requirements to which the Company is subject, or as determined by the Board
from time to time.
6. Reviewing related party transactions.
7. Adopting a code of business conduct for the Company that governs the behavior of directors, officers and
employees of the Company, and monitoring compliance with such code.
4.2 Strategic Direction and Planning
1. Reviewing, discussing and approving the Company’s strategic planning and organizational structure and process.
2. Reviewing, on an annual basis, the Company’s principal opportunities, the processes that are in place to identify
such opportunities and the full range of business risks facing the Company, including strategic, financial,
operational, leadership, partnership and reputation risks.
3. Reviewing with management how the strategic environment is changing, what key business risks and
opportunities are appearing and how they are managed, including the implementation of appropriate systems to
manage these risks and opportunities.
4. Discussing with management key strategic issues.
5. Reviewing and approving the Company’s three-year strategic plan, as well as the annual business plan, including
operating and capital budgets.
4.3 Senior Management Appointment, Evaluation, Succession Planning and Compensation
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1. Selecting and appointing the Chief Executive Officer and appointing senior management.
2. Monitoring the Chief Executive Officer’s and senior management’s performance taking into consideration Board
expectations and fixed objectives.
3. Approving the Chief Executive Officer’s corporate objectives.
4. Approving the Chief Executive Officer’s and senior management’s compensation.
4.4 Pension Fund Matters
Supervising the administration, investment strategy and solvency of the Company’s pension funds.
4.5 Internal Controls and Audit Process
1. Monitoring the integrity of corporate internal control procedures and management information systems to
manage the Company’s key business risks and ensure that the value of the underlying asset base is not eroded.
2. Monitoring the audit process and the integrity of the Company’s financial reporting.
3. Overseeing the qualification and independence of the Company’s external auditors, including approving the
terms of their audit and non-audit engagements, and assessing their performance.
4.6 Communications
Ensuring that the Company puts in place, and reviews on a regular basis, comprehensive communication policies to
address how the Company (i) interacts with analysts, investors, other stakeholders and the public, and (ii) complies
with its continuous and timely disclosure obligations and avoids selective disclosure.
4.7 Environmental, Health and Safety
Reviewing the adequacy of the environmental, health and safety programs and to assess the performance of the
Company under such programs.
5.0 BOARD FUNCTIONING
5.1 In-camera sessions
The Board shall hold at every regular board meeting in-camera sessions where management, including directors who
are members of management, is asked to withdraw.
5.2 Board information
Periodically, the Board shall review the appropriateness of written and oral presentations provided by management.
Management shall send to the directors all relevant material sufficiently in advance of each meeting. Directors may
request that items be added to the agenda as needed.
5.3 Delegation of Authority
The Board shall ensure that the proper procedures to determine appropriate approval levels for senior management
and the Chief Executive Officer are in place and reviewed periodically.
5.4 Board meetings
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The time and place of the meetings of the Board and the calling of meetings and the procedure at such meetings
shall be determined by the Board. The Board shall meet at least six (6) times a year. Board members are expected to
attend in person all regularly scheduled meetings.
5.5 Access to officers and employees, hiring of outside advisors in discharging its duties and responsibilities in
connection with any meeting of the Board or of any of the committees, the Board:
(i) shall have access to the employees and management of the Company,
(ii) may invite officers, employees or any other person to attend meetings of the Board or of any committee of
the Board to assist in the discussion and examination of the matters under consideration by the Board or such
committee, and
(iii) may conduct such examinations, investigations or inquiries, and engage such special legal, accounting or
other external advisors, at the expense of the Company, at such times and on such terms and conditions as the Board
considers appropriate.
In conducting the above matters, the Board will be coordinating with the Chair and the Chief Executive Officer of
the Company.
6.0 DIRECTORS’ REMUNERATION AND STOCK OWNERSHIP GUIDELINES
Members of the Board and the Chair shall receive such remuneration for their service on the Board as the Board
may determine from time to time. The Board shall review annually the remuneration structure of the members of the
Board and the Chair, as well as the stock ownership guidelines for members of the Board it adopts from time to
time.
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Appendix "C"
FORSYS METALS CORP.
AMENDED AND RESTATED
STOCK OPTION PLAN
(Effective June 28, 2007)
Forsys Metals Corp. (the "Corporation") hereby further amends and restates the Corporation's 2006 Stock Option
Plan (Revised), effective as and from June 28, 2007, for the benefit of the respective directors, officers and full-time
employees of the Corporation, its subsidiaries and affiliates, as well as any other person or company engaged to
provide ongoing management or consulting services to the Corporation or to its subsidiaries and affiliates
(collectively, the "Service Providers", individually, a "Service Provider"), which amended and restated plan is
hereafter referred to as the "Plan". Options granted under the Corporation's former Stock Option Plans (collectively
hereinafter referred to as the "Former Plans") shall now be subject to the terms of the Plan.
1. Definitions
As used herein, the following terms shall have the following meanings:
(a) "Associate" shall have the meaning ascribed to that term in the Securities Act (Ontario);
(b) "business day" means a day other than a Saturday, Sunday or any other day which is a statutory
holiday in the Province of Ontario;
(c) "Common Shares" means the common shares in the capital of the Corporation;
(d) "Insider" shall have the meaning ascribed to that term in Part VI of the Company Manual of the
Toronto Stock Exchange, as same is amended from time to time or interpreted or modified in any
Toronto Stock Exchange Staff Notice or other published policy document of the Toronto Stock
Exchange, provided that, if at any time the Common Shares are not then listed on the Toronto
Stock Exchange, "Insider" will mean:
(i) an insider as defined in the Securities Act (Ontario), other than a person who falls within
that definition solely by virtue of being a director or senior officer of a subsidiary of the
Corporation; and
(ii) an Associate of any person who is an insider by virtue of (i);
(e) "Outstanding Issue" means the aggregate number of Common Shares that are outstanding
immediately prior to the share issuance in question, excluding Common Shares issued pursuant to
Share Compensation Arrangements over the preceding one-year period;
(f) "Securities Act (Ontario)" means the Securities Act, R.S.O. 1990, c. S.5, as amended;
(g) "senior officer" shall have the meaning ascribed to that term in the Securities Act (Ontario);
(h) "Share Compensation Arrangements" means a stock option, stock option plan, employee stock
purchase plan or any other compensation or incentive mechanism involving the issuance or
potential issuance of Common Shares from treasury to one or more Service Providers, including a
share purchase from treasury which is financially assisted by the Corporation by way of a loan,
guarantee or otherwise; and
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(i) "subsidiary" shall have the meaning ascribed to that term in the Securities Act (Ontario).
2. Purpose of the Plan
The purpose of the Plan is to provide the Corporation and its subsidiaries with a share-related mechanism designed
to develop and increase the interest in the growth and development of the Corporation and its subsidiaries of those
Service Providers as may from time to time be granted options under the Plan by providing to them the opportunity
to acquire a proprietary interest in the Corporation through the purchase of Common Shares.
3. Implementation
The establishment of the Plan was approved by both the board of directors of the Corporation (the "Board") and by
the Toronto Stock Exchange and the Former Plans were approved by each other stock exchange on which the
Common Shares of the Corporation were then posted and listed for trading and also by the shareholders of the
Corporation given by the affirmative vote of a majority of the votes cast at a meeting of shareholders.
4. Administration
The Plan will be administered by the Board or the Compensation Committee or other committee or persons
appointed by the Board (the "Committee"). References herein to the "Board" are deemed to be references to the
"Board" or the "Committee", as the case may be. Subject to the provisions of the Plan, the Board is authorized in its
sole discretion to make such determinations under, and such interpretations of, and to take such steps and actions in
connection with the proper administration of the Plan and to impose, amend or revoke such rules and regulations
concerning the granting of options pursuant to the Plan as it, in its sole discretion, may deem necessary or advisable.
No member of the Board will be liable for any action or determination taken or made in good faith with respect to
the Plan or any options granted thereunder and each such member shall be entitled to indemnification by the
Corporation with respect to any such action or determination in the manner provided for by the Board. Any
determination approved by a majority of the members of the Board will be deemed to be a determination of that
matter by the Board. Members of the Board may be granted options under the Plan.
5. Number of Shares Dedicated to the Plan
Options shall not be granted under the Plan with respect to any class of shares in the capital of the Corporation other
than Common Shares. The aggregate number of Common Shares subject to options under the Plan shall not exceed
9,300,000 Common Shares or such greater number as may be approved from time to time in accordance with
Section 10 hereof. All options granted under the Plan will conform to all applicable provisions prescribed by the
Plan and to such specific terms and conditions as may be determined by the Board at the time of making each such
grant. The granting of any option must, in order to become effective and binding on the Corporation, be authorized
or approved by the Board. Common Shares in respect of which an option is granted under the Plan or Former Plans,
but not exercised prior to the termination of such option, whether through lapse of time or otherwise, shall be
available for options thereafter granted by the Board under the Plan. All Common Shares issued pursuant to the due
exercise of options granted under the Plan will be so issued as fully paid and non-assessable shares.
6. Eligibility for Options
The persons who will be eligible to be granted options pursuant to the Plan ("Eligible Participants") will be such
Service Provider as the Board shall from time to time determine, in its sole discretion, or the personal holding
corporation controlled by any such Service Provider, the issued and outstanding voting shares of which are, and will
continue to be, beneficially owned, directly or indirectly, by such individual Eligible Participant and/or the spouse,
children and/or grandchildren of such individual Eligible Participant, or the registered retirement savings plan
established for the sole benefit of any such Service Provider. In determining the options to be granted to Eligible
Participants under the Plan, the Board will give due consideration to the value of each such person's present
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potential contribution to the Corporation's (or any subsidiary of the Corporation's) success and to the
recommendation, if any, in that regard of the compensation committee, if any, of the Board.
7. Granting of Options
Subject to the provisions herein set forth and after reviewing any recommendations from time to time made by the
compensation committee, if any, of the Board, the Board shall, in its sole discretion, select the Eligible Participants
to whom options under the Plan may be granted (herein sometimes referred to as the "Optionees"), the number of
Common Shares to be optioned to each of them, the date or dates on which such options should be granted and the
terms and conditions within the limits prescribed in Section 8 hereof attaching to each such option. The aggregate
number of Common Shares reserved for issuance pursuant to all options granted to any one Optionee shall not
exceed 5% of the number of Common Shares outstanding on a non-diluted basis at the time of such grant. In
addition: (i) the number of securities issued to Insiders pursuant to the Plan and all other Share Compensation
Arrangements, within any one-year period, shall not exceed 10% of the Outstanding Issue; and (ii) the number of
securities issuable to Insiders, at any time, pursuant to the Plan and all other Share Compensation Arrangements,
shall not exceed 10% of the Outstanding Issue.
The granting of an option under the Plan to an Eligible Participant shall neither entitle nor preclude such Eligible
Participant from being subsequently granted one or more additional options to purchase Common Shares under the
Plan.
8. Terms and Conditions of the Options
The terms and conditions of each option granted under the Plan shall be set forth in an option agreement (an
"Option Agreement") to be entered into between the Corporation and each Optionee, such agreement to be in such
form as may from time to time be approved by the Board. To the extent that the terms of the Plan and any Option
Agreement are inconsistent, the terms of the Plan shall govern. The Option Agreement shall include the following
terms and conditions as well as such other terms and conditions not inconsistent with the Plan as may be deemed
advisable by the Board:
(a) Number of Shares - The Board shall, in its sole discretion, fix the aggregate number of Common
Shares which are the subject of the option so granted.
(b) Option Price - The Board shall fix the option price per Common Share which shall not be less than
the market price in Canadian dollars on the Toronto Stock Exchange of the Common Shares at the
time of the granting of such option. For the purposes of this subparagraph 8(b), "market price" of
the Common Shares shall mean the closing market price on the Toronto Stock Exchange one
trading day prior to the effective date on which the option is granted by the Board and if there is
no sale on such trading day, then the last closing market price on the Toronto Stock Exchange
prior to the effective date on which the option is granted. If the Common Shares are not then
traded on the Toronto Stock Exchange, "market price" of the Common Shares shall mean the
closing market price on such public market on which the Common Shares are then traded, as
selected by the Board, in its sole discretion, one trading day prior to the effective date on which
the option is granted by the Board and if there is no sale on such trading day, then the last closing
price on such public market prior to the effective date on which the option is granted. If the
Common Shares are not then traded on any public market, the Board in its sole discretion shall
determine the "market price" at the time of grant.
(c) Payment - The full purchase price of the Common Shares purchased upon the exercise of the
option shall be paid for in cash or by certified cheque or bank draft upon the exercise thereof. An
Optionee who is not already a shareholder of the Corporation shall have none of the rights of a
shareholder of the Corporation until Common Shares issuable pursuant to the exercise of an option
granted to an Optionee are issued to such Optionee.
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(d) Vesting - Subject to subsection 8(i) of this Section 8, the Board shall determine, at the time of
granting an option to an Optionee pursuant to the Plan, the maximum number of Common Shares
that may be exercised by such Optionee in each year or other period during the term of the option.
(e) Term of Option - The term of the option shall not be for less than one year and not more than 10
years from the date the option is granted, subject always to subsections (f), (g), (h) and (i) of this
Section 8; provided that, notwithstanding the foregoing or anything else to the contrary in the
Plan, if the term of any option granted under the Plan ends on a day occurring within a Blackout
Period (as defined below) or within seven business days thereafter, such option shall continue to
be exercisable under the terms of the Plan up to 5:00 p.m. (Toronto time) on the seventh business
day following the end of such Blackout Period.
For the purposes hereof, "Blackout Period" means the time period, referred to as the "blackout
period", determined by the Insider Trading Policy (or any successor thereto or replacement
thereof) pursuant to which Insiders will be prohibited from trading in the securities of the
Corporation. For greater certainty, Blackout Period shall not include any period in which there is
a prohibition on trading in securities of the Corporation as a result of a cease trade or other order
of any securities commission or regulatory authority.
(f) Death of Optionee - In the event of the death of an Optionee while a Service Provider prior to 5:00
p.m. (Toronto time) on the expiry date of the option (the "Expiry Date"), the option may be
exercised, as to all or any of the Common Shares forming the subject matter of such option in
respect of which such Optionee would have been entitled to exercise the option hereunder at the
time of the death of such Optionee if such Optionee had survived, by the legal representatives of
such Optionee at any time up to and including, but not after, 5:00 p.m. (Toronto time) on the date
which is the first anniversary of the date of death of such Optionee or the Expiry Date, whichever
is the earlier, after which the option shall in all respects cease and terminate and be of no further
force or effect whatsoever as to such of the Common Shares in respect of which such option had
not been previously exercised. The provisions of this subsection 8(f) shall apply, in the case of an
Optionee that is the personal holding corporation controlled by, or a registered retirement savings
plan established by, a Service Provider, in the event of the death of such Service Provider, mutatis
mutandis.
(g) Discharge of Optionee - In the event of the discharge of an Optionee as an employee of the
Corporation or a subsidiary of the Corporation by reason of a wilful and substantial breach of such
Optionee's employment or service duties prior to 5:00 p.m. (Toronto time) on the Expiry Date, all
options granted to such Optionee under the Plan shall in all respects forthwith cease and terminate
and be of no further force or effect whatsoever as to such of the Common Shares in respect of
which such option had not previously been exercised, upon notice of such discharge being given
by the Corporation or subsidiary of the Corporation to such Optionee. For the purposes of the
Plan, the determination by the Corporation that such Optionee was discharged as an employee of,
or service provider to, the Corporation or a subsidiary of the Corporation by reason of a wilful and
substantial breach of such Optionee's employment or service duties shall be binding upon such
Optionee. The provisions of this subsection 8(g) shall apply, in the case of an Optionee that is the
personal holding corporation controlled by, or a registered retirement savings plan established by,
a Service Provider, in the event of the discharge of such Service Provider, mutatis mutandis.
(h) Resignation, Removal or Termination of Employment of Optionee - In the event of the
resignation, removal or termination of employment or service of an Optionee other than in the
circumstances referred to in subsections (f) and (g) above, such that the Optionee is no longer an
Eligible Participant, such Optionee may exercise each option then held by such Optionee under the
Plan to the extent that such Optionee was entitled to do so at the time of such resignation, removal
or termination of employment or service, at any time up to and including, but not after, 5:00 p.m.
(Toronto time) on the 90th day (or such later day as the Board in its sole discretion may determine)
C-5
following the effective date of resignation, removal or termination of employment or service, or
the Expiry Date, whichever is earlier, after which the option shall in all respects cease and
terminate and be of no further force or effect whatsoever as to such of the Common Shares in
respect of which such option had not been previously exercised. The provisions of this subsection
8(h) shall apply, in the case of an Optionee that is the personal holding corporation controlled by,
or a registered retirement savings plan established by, a Service Provider, in the event of the
resignation, removal or termination of employment or service of such Service Provider other than
in circumstances referred to in subsections (f) and (g) above, mutatis mutandis.
(i) Sale, Arrangement and Take-over Bid - As used in this subsection 8(i):
(i) "Arrangement" means any merger, arrangement, amalgamation or other similar form of
business combination transaction involving the Corporation, other than with a whollyowned
subsidiary of the Corporation, under circumstances such that, following the
completion of such transaction, there is a Change in Control of the Corporation;
(ii) "Change in Control" means, in relation to the Corporation or any successor or resulting
company or other entity, circumstances under which Control of the Corporation or any
successor or resulting company or other entity is changed from one person or group of
persons to another person or group of persons, other than to a person or persons not
dealing at arm's length with the person(s) exercising Control of the Corporation
immediately prior to such circumstances occurring;
(iii) "Control" means the possession, directly or indirectly, through one or more
intermediaries or otherwise, of the power to elect a majority of directors and/or to direct
or cause the direction of the management or policies of the Corporation, whether through
the ownership of voting securities, by contract or in any other manner whatsoever;
(iv) "offeror" has the meaning ascribed to that term in the Securities Act (Ontario);
(v) "Take-over Bid" means a take-over bid, as defined in the Securities Act (Ontario), which
is a "formal bid" as defined in such Act, and which is made:
(A) for all of the issued and outstanding Common Shares in the capital of the
Corporation; or
(B) for all of the issued and outstanding Common Shares in the capital of the
Corporation other than:
(1) those Common Shares in the capital of the Corporation which are then
owned by the offeror under such Take-over Bid; and/or
(2) those Common Shares in the capital of the Corporation which the
offeror under such Take-over Bid then otherwise has, directly or
indirectly, the right to acquire; and
(vi) "Sale" means the sale of all or substantially all of the assets of the Corporation as an
entirety or substantially as an entirety to any person or entity (other than a wholly-owned
subsidiary of the Corporation) under circumstances such that, following the completion
of such sale, the Corporation will cease to carry on an active business, either directly or
indirectly through one or more subsidiaries.
C-6
If:
(1) the Corporation shall enter into an agreement providing for a Sale or an Arrangement; or
(2) a Take-over Bid shall be made,
the Board may, at any time thereafter, authorize the Corporation to give a notice in writing to each
Optionee advising such Optionee that, notwithstanding any other provision of the Plan, all options
granted to such Optionee under the Plan will expire on the date determined by the Board as
specified in such notice (provided that the date determined by the Board as specified in such notice
shall not increase the term of any option granted under the Plan), which date shall in no event be
later than the earlier of:
a. 60 days following the date of such notice; and
b. in the case of the Corporation having entered into an agreement providing for a Sale or an
Arrangement, one business day prior to the date on which the Sale or Arrangement
provided for in such agreement is completed, or, in the case of a Take-over Bid having
been made, one business day prior to the date on which there shall have been taken up by
the offeror thereunder at least 90% of the total number of the issued and outstanding
Common Shares in the capital of the Corporation in respect of which such Take-over Bid
is being made and, for this purpose, all Common Shares in the capital of the Corporation
in respect of which such Take-over Bid is made which are owned by the offeror at the
expiry of such Take-over Bid shall be deemed to have been taken up pursuant to such
Take-over Bid.
In the event that such a notice is given by the Corporation (the "Corporation Notice"), each
Optionee shall have the right, on such terms and conditions as may be prescribed in such notice, to
exercise up to the time that such Optionee's option expires, after giving effect to such notice, all
options then held by such Optionee under the Plan in respect of up to all of the Common Shares
which could have been purchased by such Optionee on a full exercise of all such options.
Notwithstanding any other provision contained in the Plan, if such Optionee so elects to exercise
such Optionee's option in accordance with this subsection, the Optionee shall have the right
(which right may be exercised by the Optionee in its sole discretion) to elect to have the
Corporation pay to any such Optionee on the payment date set out in the Corporation Notice cash
(in lieu of the Common Shares which the Corporation would otherwise be required to issue) in an
amount equal to the result obtained by multiplying the amount, if any, by which the market price
per Common Share in Canadian dollars on the date of completion of the Sale, Arrangement or
Take-over Bid, as the case may be, exceeds the option price, by the number of Common Shares
then remaining unsubscribed for under all options then held by such Optionee under the Plan
which could have been purchased by such Optionee on a full exercise of all such options; and, if a
Sale, Arrangement or Take-over Bid is completed, the market price for the purposes of calculating
the amount of such cash payment to be made by the Corporation shall be the same as the value of
the consideration paid per Common Share under the Sale, Arrangement or Take-over Bid, as
applicable. The payment of cash by the Corporation pursuant to this subparagraph 8(i) shall be net
of any applicable withholding taxes or other deductions required by law.
In the event that the Board determines, in good faith, that the Sale, Arrangement or Take-over Bid,
as the case may be, will not be completed, the exercise of any option hereunder (whether resulting
in the issuance of Common Shares or the payment of cash by the Corporation in satisfaction
thereof) shall be terminated and, in such event, any cash paid by (or to) the Optionee to (or from)
the Corporation in respect thereof will be returned to the payor and the option shall thereafter
continue to be exercisable by the Optionee in accordance with its terms (including vesting).
C-7
(j) Non-Assignability of Option - Each option granted under the Plan shall be non-assignable by the
Optionee.
(k) Exercise of Option - Subject to the provisions of the Plan, an option granted under the Plan shall
be exercised from time to time by the Optionee, or in the event of death by his legal
representatives, by giving notice in writing addressed to the Corporation at its registered and
principal office in the City of Toronto, to the attention of the Secretary of the Corporation,
specifying the number of Common Shares forming the subject matter of such option in respect of
which such notice is being given, together with payment (by cash, certified cheque or bank draft)
in full of the purchase price of the Common Shares being purchased.
9. Adjustments in Event of Change in Structure of Capital
Appropriate adjustments in the number of Common Shares and in the option price per Common Share, relating to
options granted or to be granted, shall be made by the Board in its sole discretion to give effect to adjustments in the
number of Common Shares resulting, subsequent to the approval of the Plan, from any subdivisions, consolidations
or reclassifications of the Common Shares, the payment of stock dividends by the Corporation or other relevant
changes in the capital structure of the Corporation. Any such adjustments shall be subject to the approval thereof, to
the extent required, by such stock exchanges on which the Common Shares are then listed for trading.
10. Amendment or Discontinuance of Plan
(a) Subject to regulatory approval, the approval of any stock exchange on which the Common Shares are then
listed for trading and the limitations set out in subsections 10(b) and (c) hereof, the Board may, by
resolution, amend, vary or discontinue the Plan, or any agreement or entitlement subject to the Plan, at any
time without notice to or approval of the shareholders of the Corporation, including, without limitation, for
the purpose of:
(i) changing the class of persons who will be eligible to be granted options pursuant to the Plan (other
than as provided for in subsection 10(b) hereof) and the authority of the Board in respect of the
grant of options under the Plan;
(ii) ensuring continuing compliance with applicable laws and regulations and the requirements or
policies of any governmental or regulatory authority, securities commission or stock exchange
having authority over the Corporation or the Plan;
(iii) changes of a "housekeeping", clerical, technical or stylistic nature, including, without limitation,
eliminating any ambiguity, error or defect, supplying any omission or correcting or supplementing
any provision contained in the Plan or in any agreement subject to the Plan which may be
incorrect or incompatible with any other provision of the Plan or such agreement;
(iv) changing the method of determining the option price for options granted pursuant to the Plan,
provided that the option price shall not in any case be lower than the "market price" of a Common
Share, as that term (or any successor term) is interpreted and applied by the Toronto Stock
Exchange;
(v) changing the following terms governing options under the Plan: (A) vesting terms (including the
acceleration of vesting); (B) exercise and payment method and frequency; (C) transferability or
assignability, other than as provided for in subsection 10(b) hereof; (D) to fairly or properly take
into account a Sale, Arrangement or Take-over Bid; (E) adjustments required in the circumstances
of one of the events referred to in Section 9 hereof; and (F) the effect of termination (for whatever
reason) of the Optionee's employment or service;
C-8
(vi) determining that any of the provisions of the Plan or any agreement subject to the Plan concerning
the effect of termination (for whatever reason) of the Optionee's employment, service or
consulting agreement/arrangement or cessation of the Optionee's directorship or office, shall not
apply for any reason acceptable to the Board;
(vii) changing the terms and conditions of any financial assistance which may be provided by the
Corporation to the Optionees to facilitate the purchase of Common Shares, or adding or removing
any provisions providing for such financial assistance;
(viii) adding a cashless exercise feature, payable in cash or securities, provided same includes a full
deduction of the number of underlying Common Shares from the Plan reserved under Section 5
hereof;
(ix) providing for the granting of non-equity based kinds of awards under the Plan, including, without
limitation, stock-appreciation rights;
(x) adding or amending provisions necessary for options under the Plan to qualify for favourable tax
treatment to Optionees and/or the Corporation under applicable tax laws;
(xi) changing any terms relating to the administration of the Plan; and
(xii) any other amendment, whether fundamental or otherwise, not requiring shareholder approval
under applicable law (including, without limitation, the rules and policies of the Toronto Stock
Exchange and of any other stock exchange or market having authority over the Corporation or the
Plan).
(b) Subject to regulatory approval, the approval of any stock exchange on which the Common Shares are then
listed for trading and the limitations set out in subsection 10(c) hereof, the Board may, by resolution,
amend, vary or discontinue the Plan, or any agreement or entitlement subject to the Plan, at any time for the
following purposes, provided that any such amendment, variance or discontinuance will not become
effective unless and until approved by a majority of the votes cast by shareholders of the Corporation, in
person or by proxy, at a meeting of shareholders:
(i) any increase in the maximum number of Common Shares issuable under the Plan as provided for
in Section 5 hereof or any change from a fixed maximum number of Common Shares issuable
under the Plan to a fixed maximum percentage;
(ii) any reduction in the option price of an outstanding option held by an Insider except for the
purpose of maintaining option value in connection with an adjustment provided for under Section
9 hereof (for this purpose, the cancellation or termination of an option of an Optionee prior to
expiry of the option term for the purpose of reissuing an option to the same Optionee with a lower
exercise price shall be treated as an amendment to reduce the option price of an option);
(iii) any extension of the option term of an option held by an Insider (except where the date of the
expiry of the option term would have fallen within a Blackout Period (as defined in subsection
8(e) hereof));
(iv) any increase to the limit on the numbers of securities issued or issuable to Insiders set out in
section 7 hereof; and
C-9
(v) any other amendment requiring shareholder approval under applicable law (including, without
limitation, under the rules and policies of the Toronto Stock Exchange and of any other stock
exchange or market having authority over the Corporation or the Plan);
provided further that, in the case of any amendment or variance referred to in sections 10(b)(ii) and (iii)
above, Insiders who directly benefit from such amendment or variance will not have the votes attaching to
the Common Shares or other securities of the Corporation held, directly or indirectly, by them counted in
respect of the required approval of the shareholders of the Corporation.
(c) Notwithstanding anything herein to the contrary, no amendment, variance or discontinuance of the Plan, or
any agreement or entitlement subject to the Plan, may be made, without the prior written consent of the
Optionee, if the Board determines that the effect thereof is to impair, derogate from or otherwise materially
and adversely affect any option previously granted to such Optionee under the Plan.
11. Miscellaneous
Nothing contained in the Plan nor in any option granted thereunder shall be deemed to give any Optionee any
interest or title in or to any shares of the Corporation or any rights as a shareholder of the Corporation or any other
legal or equitable right against the Corporation whatsoever other than as set forth in the Plan and pursuant to the
exercise of any option.
The Plan does not give any Optionee or any employee of, or service provider to, the Corporation or any of its
subsidiaries the right or obligation to or to continue to serve as a Service Provider. The awarding of options to any
Eligible Participant is a matter to be determined solely in the discretion of the Board. The Plan shall not in any way
fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issue of any shares or any other
securities in the capital of the Corporation or any of its subsidiaries other than as specifically provided for in the
Plan.
No fractional Common Shares shall be issued upon the exercise of options granted under the Plan and, accordingly,
if an Optionee would otherwise become entitled to a fractional Common Share upon the exercise of an option, such
Optionee shall only have the right to purchase the next lowest whole number of Common Shares and no payment or
other adjustment shall be made with respect to the fractional interest so disregarded.
12. Binding Effect
The Corporation and every Optionee shall be bound by the terms and conditions of the Plan.
13. Compliance with Applicable Law
If any provision of the Plan or any agreement entered into pursuant to the Plan contravenes any law or any order,
policy, by-law or regulation of any regulatory body or stock exchange having authority over the Corporation or the
Plan, then such provision shall be deemed to be amended to the extent required to bring such provision into
compliance therewith.  

im DAF Interview vom 6.6.07 sagt Panham, dass die Ergebnisse bis Ende Juni kommen sollten... Kann sich also nur noch um Tage handeln...  

Hallo Zusammen,
zurueck von der Goldshow in Vancouver wollte ich kurz einen update geben bevor ich mich auf den Weg nach Suedamerika mache - glaube Equador ist der naechste play worldwide fuer diejenigen die noch nach zurueckgebliebene Aktien suchen - siehe Corriente ( CTQ) sowie Aurelian Res. ( ARU )
Wie von Analysten zu hoeren ist erwartet man eine weiteres institutional house mit einer buying study - meines Erachtens kann es sich dabei nur um Salmon & Partner handeln die bei 4.75$ fast 50Mio$ fuer Forsys eingesammelt hatten - hold period ist bald over - da wird jetzt mit Sicherheit getrommelt ! Erwarte ein Kursziel um die 10$ wie Blackmont und Canaccord davor !
Wie aus Namibia zu hoeren ist wurde ein 6 drill program aus der Jolby Zone abgeschlossen - news sollten daher in den naechsten 10 Tagen kommen - wie zu hoeren ist sind die Labors voellig ueberlastet - dies ist dann nicht mehr in den Haenden des Managements und kann auch nicht zeitlich beeinflusst werden - Leute - wir sind im mining business - hier zu lamentieren ueber Verzoegerungen entbehrt jeglicher fachlicher Grundlage !!
Es gibt ebenfalls Geruechte hier in Toronto dass nach der Uebernahme von Uramin Forsys in den Mittelpunkt des Interesses rueckt - als einer der ganz wenigen Uranfirmen die ueber ein 50Mio pound deposit sowie umfangreiche Uranlizenzen verfuegt ein mehr als logischer Schritt - ich persoenlich waere ueberhaupt nicht ueberrascht dass neben Ariva, Palladin oder Rio Tinto sich den letzten grossen Namibia Brocken schnappen ! Auch Firmen die schwerpunktmaessig in Australien sind und hier ueber die Ungewissheit verfuegen ob sie jemals ein permit fuer Ihr project bekommen halte ich fuer potenzielle Kaufer !
Wenn nicht geht Forsys unbeirrt seinen Weg - die Arbeit an der feasibility study laeuft bereits auf Hochtouren - danach muessen sich die Mross & Co dann wohl bei Ihren wenigen Lesern fuer die Inkompetenz entschuldigen !
Cheers
Euer
Graf Dago

Quelle:http://aktien.wallstreet-online.de/informer/...0.1.0&thread_page=1957
 

kann mir jemand verraten warum Forsys ihre Deutsche Homepage vekauft haben, weiß da eventuel einer mehr ?!?  

Frage doch mal Herr Mross. :)  

ich frage nochmal etwas...
wer ist Graf Dargo?
Thx für die antwort!  

http://aktien.wallstreet-online.de/4723/diskussionen.html

graf drago hat dort den "new uranium play"-thread ins leben gerufen. geh auch ruhig noch in den anderen thread zu forsys realtime - da beantwortet er selbst seine stellung (privater investment-fonds, forsys bei 0,50 euro empfohlen etc., trifft sich angeblich am 25.6. mit dem vorstand). seine postings werden sicherlich nicht uneigennütz sein, sind aber nachvollziehbar und informativ. gruß  

vielmals für euren netten, schnellen und kompetenten Antworten!  

http://www.wallstreet-online.de/dyn/community/....22&thread_page=1963  

...zwischen den beiden auch schon eine weile - und ganz ehrlich, es erschreckt mich, wenn ich lese, das parnham unsere mails an graf drago weiterleitet - das ist unseriös, außer der graf arbeitet für ihn - und das tut er ja wohl nicht. aber wenigstens kann ich jetzt nachvollziehen, warum der kurs auf der stelle tritt. und auch, warum der vorstand nichts gegen die schmuddelkampagne unternommen hat (jedenfalls nicht für uns ersichtlich) - denn das argument, bei fallenden kursen noch großinvestoren unterzubringen (zumal zeitgleich ja auch die besichtung für großinvestoren vor ort war), leuchtet mit ein.  

ja sieht wirklich so aus als ob das Investmenthaus wo Grafdago arbeitet den Kurs beeinflussen kann..
 

GrafDrago kenne ich noch aus Maximuszeiten da hat er auch kräftig mitgemischt. Hin und wieder hat er punktgenau News angekündigt.  

in canada wirds grün! hoffentlich ziehen wir jetzt bald nach!
 

Wo beim Zirkus Maximus? :-) lol  

Nein Roncalli. Er hatte die Nummer mit denn Flöhen. *g*  

...schlagabtausch nur lernen :-) schauen wir mal, ob er seine order über 50000 heute tatsächlich zu 7,43 cad unterbringt, momentan sieht es nicht danach aus. hast du dir die mühe gemacht und den absatz über spin-off verstanden? ich habe es nur überflogen (ist ja wirklich eine masse text), aber bin nicht wirklich daraus schlau geworden. also, die ausgliederung beträgt weniger als 10 prozent - okay. der verkauf, sollte er auf der hv genehmigt werden ist dann am 30.8.07? aber welche frist gilt für die aktionäre - hv oder verkauf? ich bin bislang von der hv ausgegangen. gruß  

Am Montag hat ja Graf Drago ein Meeting mit Mr.Parnham.Er wird das Thema Spinn off auch ansprechen.
Er wird dann im WO-Forum ein Update über dieses Meeting schreiben.

Warten wir einfach mal ab....

Es ist auf jedenfall für genügend Zündstoff(positiv) in den nächsten Tagen gesorgt...




 

- 7,60 CAD (entspricht 5,32 Euro), +1,20 %, 181,137;

- Forsys hat sich bei dem schwachen Marktumfeld gut gehalten

- L&S: Ask 5,34;

 

 

Internationale Handelsplätze  
Toronto
FSY / CAD     7,60
2.300   +0,090
+1,20  21:58:55
21.06.2007  7,55
7,60  7,51
7,45  7,67
7,31  181.137
1.357.430  
 

meint ihr, dass sich hier was tut in geraumer Zeit ??  

tut sich hier was nach Norden ende 07 8-11€  

höre ich hier aber auch schon seit Monaten...ich bin ja mal gespannt. Hoffe natürlich selbst auch, dass es so wird, aber ich bin inzwischen nicht mehr so groß investiert. Hab ein Großteil jetzt nach den 20% Anstieg bis Montag rausgenommen.