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As a capital pool company, pursuant to the policies of the TSXV, the Corporation has been in the process of identifying a business or assets to define its operations going forward. The Corporation’s corporate governance policies will be developed and refined after it completes a qualifying transaction.

Composition of Board of Directors

The Board of Directors facilitates its exercise of independent supervision over management by ensuring that there are directors on the Board of Directors who are independent of management. The Board of Directors, at present, is comprised of four directors, three of whom, John Arnold, Peter Andrews and Peter Bloch are considered to be independent of management. In determining whether a director is independent, the Board of Directors considers applicable securities legislation and stock exchange policies. On this basis, James Richardson, Chief Executive Officer and Chief Financial Officer, of the Corporation is not considered to be independent.

Board of Directors consideration and approval is required for all material contracts, business transactions and all debt and equity financing proposals. The Board of Directors delegates to management, through the Chief Executive Officer and Chief Financial Officer, responsibility for meeting corporate objectives.

The directors believe that, at this early stage of the Corporation’s development, the current composition of the Board of Directors adequately facilitates its exercise of independent supervision over management. The Board of Directors anticipates that, as the Corporation matures as a business enterprise, it will identify and may add additional qualified candidates that have experience relevant to the Corporation’s needs at such time.

Orientation and Continuing Education

Given that the Corporation is a capital pool company and does not have, as yet, active operating business operations, as well as the fact that current directors have prior experience from serving as directors of other public companies, the Corporation has not yet developed an official orientation or training program for new directors. As may be required in the future, new directors will have the opportunity to become familiar with the Corporation by meeting with the Board of Directors and with management. It is proposed that orientation activities, as required, will be tailored to the particular needs and experience of each director and the overall needs of the Board of Directors in the future.

Ethical Business Conduct

The Board of Directors monitors the ethical business conduct of the Corporation. The Board of Directors believes that the fiduciary duties placed on individual directors by our governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate legislation on the individual director’s participation in decisions of the Board of Directors in which the director has an interest, are currently sufficient to promote a culture of ethical business conduct.

Nomination of Directors

As the Corporation progresses as a business enterprise, the Board of Directors plans to consider corporate objectives each year when it considers the number of directors to recommend to its shareholders for election at annual general meetings, taking into account the number required to carry out the Board of Directors’ duties effectively and to maintain diversity of view and experience. The Board of Directors has not, as yet, appointed a nominating committee and these functions are expected, in the near term, to be performed by the Board of Directors as a whole.


Since its incorporation and in accordance with TSXV policies, the Corporation has not awarded any compensation to any of its executive officers, other than grants of incentive stock options. Going forward, the Board of Directors, or a committee of the Board of Directors, will be responsible for determining all forms of compensation to be awarded to our executive officers and to the directors, and for reviewing such arrangements to reflect the responsibilities, risks and objectives associated with each position.

Committees of the Board of Directors

As of the date of this Information Circular, our Board of Directors has appointed only one committee — the Audit Committee. For more information on the Audit Committee, see below under the heading “Audit Committee”.


Given that the Corporation is a capital pool company, the Board of Directors does not presently formally review the contributions of individual directors; however it believes that its current size facilitates informal discussion and evaluation of members’ contributions within that framework.