UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
January, 2015
Commission File Number 0-26005
MICROMEM TECHNOLOGIES INC.
121 Richmond Street West, Suite 304, Toronto, ON M5H 2K1
[Indicate by checkmark whether the
registrant files or will file annual reports under cover Form 20-F or Form
40-F.]
Form 20-F [X]
Form 40-F [ ]
[Indicate by check mark whether
the registrant by furnishing the information contained in this Form is also
thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934.]
Yes [ ]
No [X]
[If "Yes"
is marked, indicate below the file number assigned to the registrant in
connection with rule 12g3-2(b): N/A
This report on Form 6-K is hereby incorporated by reference
in the registration statement on Form F-3 (Registration No. 333-134309) of
Micromem Technologies Inc. and in the prospectus contained therein, and this
report on Form 6-K shall be deemed a part of such registration statement from
the date on which this report is filed, to the extent not superseded by
documents or reports subsequently filed or furnished by Micromem Technologies
Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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MICROMEM TECHNOLOGIES INC. |
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By:
/s/ Joseph Fuda |
Date: January 5, 2015 |
Name: Joseph Fuda |
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Title: Chief Executive Officer |
Exhibit Index
MICROMEM TECHNOLOGIES INC.
PROXY
PROXY SOLICITED BY THE MANAGEMENT OF THE COMPANY, for the
Annual General and Special Meeting of Shareholders to be held on Friday,
January 30, 2015. The undersigned shareholder of Micromem Technologies Inc.
(the "Company") hereby appoints Joseph Fuda or, failing him, Dan Amadori or
instead of either of them, ___________________ as proxy, with power of substitution, to
attend and vote for the undersigned at the Annual Meeting of Shareholders of
the Corporation to be held at the Albany Club, 91 King Street East, Toronto,
Ontario, M5C 1G3, at 10:00 A.M. (Eastern time) on Friday, January 30,
2015, and at any adjournments thereof, and without limiting the general
authority and power hereby given, the persons named above are specifically
directed to vote as follows:
1. |
For [ ] Withhold
[ ] |
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To elect the Directors as
nominated by Management of the Company. |
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2. |
For [ ] Withhold
[ ] |
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To reappoint Collins Barrow
Toronto LLP Licensed Public Accountants, as auditors of the Company for
the ensuing year and authorize the Directors to fix their remuneration.
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3. |
For [ ] Withhold
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To amend the Stock Option Plan by
increasing the number of common shares reserved for issuance under the
Corporations Stock Option Plan. |
TO BE VALID, THIS PROXY MUST BE RECEIVED BY THE CORPORATION'S
TRANSFER AGENT, TMX Equity Transfer Services, 200 University Avenue, Suite 300,
Toronto, Ontario, M5H 4H1, NOT LATER THAN 10:00 A.M., EASTERN TIME, ON
Wednesday, January 28, 2015, OR DELIVERED TO THE CHAIRMAN OF THE MEETING AT THE
BEGINNING OF THE MEETING.
This proxy revokes and supersedes all
proxies of earlier date.
THIS PROXY MUST BE DATED.
DATED this _______ day ______________ of , 2015.
Name of Shareholder (please print):
_______________________
Signature of Shareholder:
______________________________
Number of Common Shares Held:
_________________________
NOTES
1. |
The Shares represented by this proxy instrument will be
voted. The proxy confers authority for the above named to vote in his
discretion with respect to amendments or variations to the matters
identified in the Notice of Meeting accompanying the proxy instrument or
other matters which may properly come before the meeting. |
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2. |
Each shareholder has the right to appoint a person to
represent him or her at the meeting other than the person specified above.
Such right may be exercised by inserting in the blank space provided
the name of the person to be appointed, who need not be a shareholder of
the Corporation. |
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3. |
Please sign exactly as your name appears on the back of
the proxy and date the proxy. If the shareholder is a corporation, the
proxy must be executed by an officer or attorney thereof duly
authorized. |
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4. |
If the form of proxy is not dated in the space provided,
it is deemed to bear the date of its mailing to the shareholders of the
Corporation. |
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5. |
If the shareholder appoints the person designated above
as his proxy to attend and act at the said meeting: |
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a) |
the shares represented by the proxy will be voted in
accordance with the instructions of the shareholder or any ballot that may
be called for; |
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b) |
where the shareholder specifies a choice in the proxy
with respect to any matter to be acted upon, the shares represented by the
proxy shall be voted accordingly; and |
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c) |
IF NO CHOICE IS SPECIFIED WITH RESPECT TO THE MATTERS
IDENTIFIED IN ITEMS NO. 1 THROUGH 3 ABOVE, THE PROXY WILL BE VOTED FOR
SUCH MATTERS. |
MICROMEM TECHNOLOGIES INC.
NOTICE OF ANNUAL & SPECIAL GENERAL MEETING OF
SHAREHOLDERS
December 12, 2014
TO THE SHAREHOLDERS OF
MICROMEM TECHNOLOGIES INC.
Take notice that the Annual & Special General Meeting of
Shareholders of Micromem Technologies Inc. (the Company) will be held
at the Albany Club, 91 King Street East, Toronto Ontario, M5C 1G3 at the hour of
10:00 A.M. (Eastern time) on Friday, January 30, 2015, for the following
purposes:
1. |
to place before the Meeting the financial statements for
the fiscal year of the Company ended October 31, 2013 together with the
auditors report thereon; |
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2. |
to elect Directors for the ensuing year; |
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3. |
to re-appoint the auditors for the ensuing year and
authorize the Directors to fix their remuneration; |
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4. |
to approve the Companys amended Stock Option Plan;
and |
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5. |
to transact such other business as may properly come
before the Meeting or any adjournment thereof. |
The Directors have fixed the close of business on December 22,
2014 as the record date for determining shareholders who are entitled to attend
and vote at the Meeting. Shareholders who are unable to attend the Meeting in
person are urged to complete and sign the enclosed form of proxy and return it
to the transfer agent. To be valid, proxies must be received at the office
of TMX Equity Transfer Services, 200 University Avenue, Suite 300, Toronto,
Ontario, M5H 4H1, no later than Wednesday, January 28, 2015 at 10:00 a.m.
(Eastern time), or if the Meeting is adjourned, no later than 48 hours
(excluding Saturday, Sunday and holidays) before such adjourned meeting.
Shareholders entitled to vote who do not expect to be present
at the Meeting are urged to date, sign and return the enclosed form of proxy.
DATED at Toronto, Ontario this 12th day of December, 2014.
BY ORDER OF THE BOARD OF DIRECTORS
Joseph Fuda (signed)
President,
C.E.O. and Director
MICROMEM TECHNOLOGIES INC.
MANAGEMENT INFORMATION CIRCULAR
SOLICITATION OF PROXIES
This Circular is furnished in connection with a solicitation
of proxies being made by the management of Micromem Technologies Inc. (the Company) for use at the Annual & Special General Meeting of Shareholders of the Company to be
held at the date, place and time and for the purposes set forth in the Notice of
Meeting accompanying this Circular and at any adjournment thereof (the
Meeting).
Except as otherwise stated, the information provided in this
Circular is given as of December 12, 2014.
APPOINTMENT OF PROXY
The persons named in the accompanying form of proxy are
Directors and Officers of the Company. A shareholder has the right to appoint
as proxyholder a person (who is not required to be a shareholder) other than the
persons whose names are printed as proxyholders in the accompanying form of
proxy, by striking out said printed names and inserting the name of his or her
chosen proxyholder in the blank space provided for that purposes in the form of
proxy.
The common shares represented by proxy will be voted or
withheld from voting or voted for or against in accordance with the instructions
of the shareholder on any ballot that may be called for and if the shareholder
specifies a choice with respect to any matter to be acted upon, the common
shares will voted accordingly.
DEPOSIT OF PROXY
To be valid, proxies must be deposited at the office of TMX
Equity Transfer Services, Suite 300, 200 University Avenue, Toronto, Ontario M5H
4H1, no later than 10:00 a.m. (Eastern time) on Wednesday, January 28, 2015, or
if the meeting is adjourned, no later than 48 hours (excluding Saturday, Sunday
and holidays) before such adjourned meeting.
REVOCATION OF PROXY
Any shareholder giving a proxy to attend and vote at the
Meeting has the right to revoke the proxy:
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(a) |
by depositing in writing executed by such shareholder or
by his or her attorney authorized in writing: |
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i. |
at the registered office of the Company c/o 121 Richmond
St W, Suite 304, Toronto, Ontario M5H 2K1 at any time up to and including
the last business day preceding the day of the Meeting, or an adjournment
thereof, at which the proxy is to be used; or |
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ii. |
with the chair of the Meeting on the day of the Meeting
or an adjournment thereof; or |
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in any other manner permitted by
law. |
A proxy is valid only with respect to the Meeting.
ADVICE TO BENEFICIAL HOLDERS OF SHARES
The information set forth in this section is of significant
importance to persons who beneficially own common shares, as a substantial
number of persons do not hold common shares in their own name. Shareholders
who hold common shares through intermediaries (such as banks, trust companies,
securities dealers or brokers or the trustee or administrator of a
self-administered RRSP, RRIF, RESP, TSFA or similar plan) or who otherwise do
not hold the common shares in their own name should note that only proxies
deposited by persons whose names appear on the record of the Company may be
recognized and acted upon at the Meeting. Common shares held through
intermediaries by shareholders who have not received the Meeting materials
directly from the Company or TMX Equity Transfer Services (the Transfer
Agent) can only be voted for or against the matters to be considered at the Meeting by following instructions received from the
intermediary through which those common shares are held. Without specific
instructions from the beneficial holder, intermediaries are required not to vote
the common shares held by them. The Directors and Officers of the Company do not
know for whose benefit the common shares registered in the name of the
intermediaries are held unless the beneficial holder has consented to the
disclosure of such information to the Company.
Applicable securities laws require intermediaries to forward
meeting materials and seek voting instructions from beneficial holders of common
shares in advance of the Meeting. Intermediaries typically have their own
mailing procedures and provide their own return instructions, which should be
carefully followed by beneficial holders in order to ensure that their common
shares are voted at the Meeting. Typically, intermediaries will use service
companies to forward meeting materials and voting instructions to beneficial
holders. Beneficial holders who receive Meeting materials from an intermediary
will generally either be provided with:
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(a) |
a form of proxy which has already been signed by the
intermediary (typically by facsimile stamped signature), which is
restricted as to the number of securities beneficially owned by the
beneficial holder, but which is otherwise not completed by the
intermediary. In this case, the beneficial holder who wishes to submit a
proxy in respect of beneficially owned common shares should properly
complete the remainder of this form of proxy and follow the instructions
from the intermediary as to delivery; or |
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(b) |
more typically, a voting instruction form, which must be
completed, signed and delivered by the beneficial holder (or, if
applicable, such other means as set out in the form) in accordance with
the directions on the voting instruction form. |
The purpose of these procedures is to permit beneficial holders
to direct the voting of the common shares they beneficially own. If you are a
beneficial holder who receives either a form of proxy or voting instruction form
from an intermediary and you wish to attend and vote at the Meeting in person
(or have another individual attend and vote in person on your behalf), you
should strike out the names of the individuals named in the form of proxy and
insert your name (or such other persons name) in the blank space provided or,
in the case of a voting instruction form, contact the intermediary. A beneficial
holder should carefully follow the instructions of his or her intermediary
and/or his or her intermediarys service company.
These securityholder materials are being sent to both
registered and non-registered owners of the securities. If you are a
non-registered owner, and the issuer or its agent has sent these materials
directly to you, your name and address and information about your holdings of
securities, have been obtained in accordance with applicable securities
regulatory requirements from the intermediary holding on your behalf.
By choosing to send these materials to you directly, the issuer
(and not the intermediary holding on your behalf) has assumed responsibility for
(i) delivering these materials to you, and (ii) executing your proper voting
instructions. Please return your voting instructions as specified in the request
for voting instructions.
METHOD OF SOLICITATION
The solicitation of proxies by the Company will be made
primarily by mail, but may also be carried out by officers and employees of the
Company. The cost of the solicitation of proxies will be borne by the
Company.
VOTING SHARES
As of the close of business on December 12, 2014, there were
188,436,724 outstanding common shares entitled to be voted at the Meeting. Each
holder of common shares as of the record date of December 22, 2014 is entitled
to vote at the Meeting. Each shareholder is entitled to one vote with respect to
each common share held.
VOTE REQUIRED
The resolutions to be presented at the Meeting for the election
of Directors and the appointment of an auditor are ordinary resolutions
requiring the favourable vote of a majority of the common shares represented and
voting in person or by proxy on such resolutions at the Meeting.
2
PROXY VOTING
In the case of voting in respect of the election of Directors
and the appointment of an auditor, common shares represented by an effective
proxy given by any shareholder in the form provided will be voted or withheld
from voting in accordance with the instructions specified therein and, where no
choice is specified, will be voted FOR the nominees for Directors, FOR the
reappointment of Collins Barrow Toronto LLP Licensed Public Accountant as
auditors and FOR the proposed amendments to the Companys stock option plan. The
form of proxy confers discretionary power in respect of amendments or variations
to matters identified in the notice of meeting and other matters that may
properly come before the Meeting. At the date of this circular, there were no
amendments or variations to such matters or any other matters to come before the
Meeting known to the Board of Directors.
The Shareholders will also receive, if so requested, the
Companys annual consolidated financial statements for the fiscal year ended
October 31, 2013, and the auditors report thereon.
PRINCIPAL SHAREHOLDERS
To the knowledge of the Directors and Executive Officers of the
Company, as December 12, 2014, no person beneficially owned, directly or
indirectly, or exercised control or direction over shares carrying more than 10%
of the votes attached to all of the outstanding voting shares.
MATTERS TO BE ACTED UPON AT THE MEETING
ELECTION OF DIRECTORS
The Articles of the Company provide for a minimum of one
Director and a maximum of twelve Directors, as determined by the Board of
Directors. The proposed number of Directors to be elected at the Meeting is
nine. The board of directors recommends a vote for the election of each of its
proposed nominees to serve on the Companys board of directors until the next
annual meeting of shareholders. Unless authority to do so is withheld, the
persons designated by management of the Company in the enclosed form of proxy
intend to vote FOR the election as directors of the proposed nominees whose
names are set forth below, each of whom has been a director since the
date indicated in the table below opposite the proposed nominees name.
Management does not contemplate that any of the proposed nominees will be unable
to serve as a director, but if that should occur for any reason prior to the
Meeting, the common shares represented by properly executed proxies given in
favour of such nominee(s) may be voted by the persons designated by management
of the Company in the enclosed form of proxy, in their discretion, in favour of
another nominee.
The following table states the names of the persons nominated
by management for election as Directors, their province/state of residency,
current principal occupation, business or employment and the same for the
previous five years unless disclosed in an information circular previously
provided to shareholders, and the number of shares of the Company beneficially
owned, directly, or indirectly, or over which control or direction is exercised,
by each of them as of December 12, 2014. If elected, the term of office as
Director for each nominee will expire at the next annual shareholders meeting.
The information as to shares beneficially owned or controlled has been furnished
by each of the management nominees:
3
Name, Province/State of
Residence and Director Since |
Principal
Occupation |
Number of Voting
Securities Beneficially Owned or Controlled
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Joseph Fuda Ontario, Canada (February
2002) |
President and Chief
Executive Officer of the Company. |
353,947/0.19% |
Salvatore Fuda(6) Ontario,
Canada (January 1992) |
Chairman of the
Company. |
5,198,501(1) / 2.75%
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David Sharpless(4), Ontario,
Canada (March 2001) |
Chairman and CEO of
Maverick Inc. (a private corporation) |
292,308(2) / 0.16%
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Steven Van Fleet New York, U.S.A.
(March 2002) |
President of
Micromem Applied Sensor Technologies Inc., the Companys wholly-owned US
based subsidiary. |
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Larry Blue Maryland, U.S.A. (November
2005) |
Chief Operating
Officer, Bell & Howell Limited since August, 2013; previously an
independent consultant in the technology sector. |
193,600 / 0.10% |
Oliver Nepomuceno(4),(5)
Lugano, Switzerland (June 2006) |
Investment banker
for Crystal Business SA., a Swiss investment company located in Lugano,
Switzerland. |
953,572 / 0.51% |
Alex Dey (3),(4)(5) (6)
Ontario, Canada (September, 2010) |
Retired since
August 1, 2004. He is currently President of a private company that
provides accounting and tax services. |
799,800(3) / 0.42%
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Craig Carlson Massachusetts, USA New
director7 |
Since
2003, Chief Executive Officer and Managing Director of The Carlson Group,
an automotive and innovation consulting firm, based in Massachusetts. |
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Brian Von Herzen Nevada, USA New
director7 |
Since
1993, Chief Executive Officer of Rapid Prototypes, Inc., which provides
turnkey electronic product design services and development of electronic
systems and integrated circuits; software and hardware/software co-design,
based in California. |
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Notes:
(1) |
5,003,611 of these common shares are indirectly held by a
corporation. |
(2) |
192,308 of these common shares are indirectly held by a
family member of David Sharpless. |
(3) |
254,863 of these common shares are indirectly held by a
corporation; 106,375 are indirectly held by a family member of Alex
Dey. |
(4) |
Member of the Audit Committee. |
(5) |
Member of Compensation Committee. |
(6) |
Member of the Disclosure Committee |
(7) |
Craig Carlson and Brian Von Herzen were first appointed
by the Board as additional directors on December 3, 2013 and February 24,
2014 respectively. |
Cease Trade Orders and Bankruptcies
In January 2009, the TSXV suspended trading on XGEN Ventures
Inc. (XGEN) for various disclosure-related matters. These matters were
satisfactorily resolved, the cease trade was lifted and the shares of XGEN
resumed trading in May 2009. During this period Dan Amadori was a Director of
XGEN.
In July 2010, a cease trade order was issued against Echo
Energy Canada Inc. (Echo Energy), due to its failure to file annual financial
statements for the year ending December 31, 2009 and interim financial
statements for the quarter ended March 31, 2010. Echo Energys failure to file
the financial statements in question was a result of the financial difficulties
confronting the company, and a receiver was appointed for Echo Energy (with the
consent of Echo Energy) on October 21, 2010. During this period Joseph
Fuda and Oliver Nepomuceno were Directors of Echo Energy.
4
APPOINTMENT OF AUDITORS
The auditors of the Company are Collins Barrow Toronto LLP,
Chartered Accountants of Toronto, Canada (Collins Barrow). Collins Barrow was
appointed as the auditors of the Company on June 30, 2009. The Audit Committee
meets on a regular basis and conducts periodic reviews of all professional
services. After such review, the Board recommends the reappointment of Collins
Barrow Toronto, LLP, Licensed Public Accountants as the Companys independent
auditors to hold office until the next annual meeting of shareholders.
The board of directors recommends a vote for the appointment
of Collins Barrow as independent auditors for the Company until the next annual
meeting of shareholders or until a successor is appointed and the authorization
of the board of directors to fix the auditors remuneration. Unless authority
to do so is withheld, the persons named in the enclosed form of proxy intend to
vote FOR the appointment of Collins Barrow as the auditor of the Company until
the close of the next annual meeting of the shareholders of the Company, or
until its successor is appointed, and the authorization of the board of
directors of the Company to fix the remuneration of the auditors of the
Company.
AMENDED STOCK OPTION PLAN
The proposed amended stock option plan (the 2014 Plan) is set
out in Schedule A hereto, and contains the following material amendments to
the stock option plan originally approved by the Shareholders of the Company in
June 2007 (the 2007 Plan):
- the maximum number of common shares reserved for issuance to Eligible
Persons (as that term is defined in the 2014 Plan) is being increased from
15,600,000 to 18,840,000 (just under 10% of the Companys outstanding common
shares as of December 12, 2014);
- the maximum number of securities, calculated on a fully-diluted basis,
reserved for issuance under the Stock Option Plan to any one Eligible Person
shall not exceed 5% of the Companys outstanding securities;
- the maximum number of securities, calculated on a fully-diluted basis,
that are issued within 12 months to Eligible Persons shall not exceed 10% of
the Companys outstanding securities;
- the maximum number of securities, calculated on a fully-diluted basis,
that are issued within 12 months to any Eligible Person and such Eligible
Persons associates (as that term is defined in National Instrument 45- 106)
shall not exceed 5% of the Companys outstanding securities; and
- the price at which options may be issued is determined with reference to
the Market Price, which has been amended to reference the closing sale price
of the common shares on the Canadian Securities Exchange.
Under the 2007 Plan, a maximum of 15,600,000 common shares were
reserved for issuance to eligible persons. As of the date hereof, options for
the purchase of up to 11,475,000 common shares have been granted and are
outstanding under the 2007 Plan. 932,000 options remain available to be granted
under the 2007 Plan. Under the 2014 Plan, all options that have previously been
granted shall remain outstanding on the terms ascribed thereto and subject to
the terms of the 2014 Plan. If approval is received for the 2014 Plan, a total
of 18,840,000 options would be reserved for issuance under the 2014 Plan
(including shares issuable pursuant to options previously granted and that are
outstanding), representing just under 10% of the number of common shares issued
and outstanding as at the date hereof. The increase is proposed to allow the
Company to retain key management employees, and to provide incentive
compensation to Eligible Persons, particularly as the Company moves forward in
recruiting new employees and directors (as discussed further under Statement of
Diversity below), subject to the proposed limits on issuances to Eligible
Persons, considered as a whole and individually, in accordance with relevant
securities laws.
In the absence of a contrary instruction, the persons
designated by management of the Company in the enclosed form of proxy intend to
vote FOR the amendments to the stock option plan, as set forth in the
resolutions approving the 2014 Plan attached hereto in Schedule A.
5
OTHER MATTERS
The Company knows of no other matters to be submitted to the
shareholders at the Meeting. If any other matters properly come before the
Meeting, it is the intention of the persons named in the enclosed form of proxy
to vote the shares they represent in accordance with their judgement on such
matters.
EXECUTIVE COMPENSATION AND RELATED MATTERS OVERVIEW:
In accordance with Form 51-102F6, Statement of Executive
Compensation, the Company provides the following summary observations and the
additional commentaries as set out in the following sections of this Circular:
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The Companys Compensation Committee has the
responsibility to decide on all compensation-related matters and to make
their recommendations to the Board of Directors. |
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Stock option awards are typically determined on an annual
basis for directors, officers and employees. All stock option awards are
determined by the Compensation Committee in consultation with management.
The related cost of the stock option awards is calculated in accordance
with the Black Scholes option-pricing model. Stock option awards are
typically for a 5 year period and are fully vested at the date of issue.
The issue price is set at the market price on the date of issue or at
higher than market price. |
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The Company has no pension plans in place. |
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There are no long-term contracts with stipulated benefits
that would arise in a change of control scenario. |
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Directors receive no cash compensation for services
provided as directors of the Company. On an annual basis, directors may be
awarded stock options. 1,280,000 stock options were awarded to Directors
in 2013. |
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Four executive officers receive compensation from the
Company under the terms of contracts that have been approved by the
Compensation Committee. These contracts are on a month to month basis.
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6
EXECUTIVE COMPENSATION
The following table sets forth compensation information for the
three fiscal years ended October 31, 2013, 2012 and 2011 for the Chairman, the
Chief Executive Officer, the Chief Financial Officer and the President of the
Company's subsidiary, MAST.
Name and
Principal Position |
Fiscal Year |
Salary (US$) |
Share-
based awards ($) |
Option- based awards
($) |
Non-equity incentive
plan compensation
|
Pension value ($) |
All
other Compensation (US$) |
Total Compensation
($) |
Annual
incentive plans |
Long-
term
incentive Plans |
Joseph Fuda, CEO (2)
|
2013 2012 2011 |
317,901 189,860 162,481 |
- - -
|
- 6,463 236,077
|
- - -
|
- - - |
- - -
|
- - -
|
317,901 196,323 398,558
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Salvatore Fuda, Chairman (3) |
2013 2012 2011 |
146,599 149,565 152,326 |
- - - |
21,163 23,697 118,038 |
- - - |
- - - |
- - - |
- - - |
167,762 270,364 143,877 |
Dan Amadori, CFO (4) |
2013 2012 2011 |
180,188 174,835 152,326 |
- - - |
21,163 40,931 118,038 |
- - - |
- - - |
- - - |
- - - |
201,351 215,766 270,364
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Steven Van Fleet, Business Development Manager (1)(5) |
2013 2012 2011
|
231,280 261,134 180,000
|
- - -
|
21,163 107,714 118,038
|
- - -
|
- - -
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- - -
|
- - -
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252,443 368,848 298,038
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Notes:
(1) |
Steven Van Fleet has served as a director of the Company
for 12 years and has been the President of the Companys wholly-owned U.S.
subsidiary, Micromem Applied Sensor Technologies, Inc., since its
inception in 2008. |
(2) |
Joseph Fuda was awarded 30,000 options in 2012 and
2,000,000 options in 2011. His compensation in 2013 included a performance
based bonus awarded by the Compensation Committee. |
(3) |
Salvatore Fuda was awarded 140,000 options in 2013,
110,000 options in 2012 and 1,000,000 options in 2011. |
(4) |
Dan Amadori was awarded 140,000 options in 2013, 190,000
options in 2012 and 1,000,000 options in 2011. |
(5) |
Steven Van Fleet was awarded 140,000 options in 2013,
500,000 options in 2012 and 1,000,000 options in
2011. |
The significant terms of, and factors necessary to understand,
the compensation set out in the table above are described in the sections
entitled Option Plan, Compensation of Directors and Compensation Committee
below.
7
Outstanding Option-Based Awards
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Option-based Awards |
Name
|
Number of securities
underlying unexercised options
(#) |
Option exercise
price
($) |
Option expiration
date
|
Value of unexercised in-
the-money options
($)
|
Salvatore Fuda, Chairman of the
Board of Directors and Director |
1,000,000 |
0.20 US |
Oct. 31, 2016 |
$225,000 |
110,000 |
0.35 US |
Apr. 10, 2017 |
$8,250 |
75,000 |
0.30 CDN |
Jan.22, 2018 |
$10,725 |
65,000 |
0.27 CDN |
Sept.16, 2018 |
$11,245 |
Joseph Fuda, Chief Executive
Officer and Director |
2,000,000 |
0.20 US |
Oct. 31, 2016 |
$450,000 |
30,000 |
0.35 US |
Apr. 10, 2017 |
$2,250 |
Steven Van Fleet, Director and
President of MAST, Inc. |
1,000,000 |
0.20 US |
Oct. 31, 2016 |
$225,000 |
500,000 |
0.35 US |
Apr. 10, 2017 |
$37,500 |
75,000 |
0.30 CDN |
Jan.22, 2018 |
$10,725 |
65,000 |
0.27 CDN |
Sept.16, 2018 |
$11,245 |
Dan Amadori, Chief Financial
Officer |
1,000,000 |
0.20 US |
Oct. 31, 2016 |
$225,000 |
190,000 |
0.35 US |
Apr. 10, 2017 |
$14,250 |
75,000 65,000 |
0.30 CDN 0.27 CDN |
Jan.22, 2018 Sept.16, 2018 |
$10,725 $11,245 |
On October 31, 2013, the closing price of the Companys shares
on the OTC market was USD$0.425 per share. Currency conversions are based on the
October 31, 2013 exchange rate of 1.0429 (USD-CAD).
The significant terms of, and factors necessary to understand,
the awards set out in the table above are described in the sections entitled
Option Plan, Compensation of Directors and Compensation Committee below.
Option Grants during the Most Recently Completed Financial
Year
420,000 options were granted to the Named Executive Officers
pursuant to the Companys Stock Option Plan during the financial year ended
October 31, 2013.
Name
|
Option-Based Awards
Value Vested During the Year ($) |
Share-Based Awards Value
Vested During the Year ($) |
Non-Equity Incentive Plan
Compensation Value Earned During the
Year |
Salvatore Fuda, Chairman of the Board of Directors and
Director |
140,000 |
Nil |
Nil |
Joseph Fuda, Chief Executive Officer and Director |
Nil |
Nil |
Nil |
Steven Van Fleet, Director and President of MAST, Inc. |
140,000 |
Nil |
Nil |
Dan Amadori, Chief Financial Officer |
140,000 |
Nil |
Nil |
The significant terms of, and factors necessary to understand,
the grants set out in the table above are described in the sections entitled
Option Plan and Compensation of Directors below.
Aggregated Option Exercises during the Most Recently
Completed Financial Year and Financial Year-End Option Values
There were no aggregate options exercised by Named Executive
Officers during the financial year ended October 31, 2013.
8
Director Compensation of Non-NEO Directors
Name
|
Fees earned
($) |
Share- based
awards ($) |
Option- based
awards ($) |
Non-equity incentive plan
compen-sation ($) |
Pension value
($) |
All other compen-
sation(1) ($) |
Total
($) |
Andrew Brandt1 |
- |
- |
21,163 |
- |
- |
- |
21,163 |
David Sharpless |
- |
- |
21,163 |
- |
- |
- |
21,163 |
Larry Blue |
- |
- |
21,163 |
- |
- |
- |
21,163 |
Oliver Nepomuceno |
- |
- |
21,163 |
- |
- |
- |
21,163 |
Alex Dey |
- |
- |
21,163 |
- |
- |
- |
21,163 |
Craig Carlson2 |
- |
- |
85,586 |
- |
- |
- |
85,586 |
Brian Von Herzen |
- |
- |
- |
- |
- |
- |
- |
|
(1) |
Andrew Brandt is retiring from the board of directors,
and has been invited to serve on the Companys Advisory Board in a
consulting capacity. |
|
(2) |
Craig Carlson was awarded stock options by the Company
under a consulting services agreement which was executed in October, 2013.
He was appointed to the Board of Directors in December,
2013. |
The significant terms of, and factors necessary to understand,
the compensation set out in the table above are described in the sections
entitled Option Plan, Compensation of Directors and Compensation Committee
below.
EMPLOYMENT CONTRACTS
Salvatore Fuda
Salvatore Fuda has served as
Chair of the Board of Directors since 1998. Since 2010, Salvatore Fudas
remuneration has been determined on a month to month basis at an annual rate of
$150,000 (CDN). There are no provisions for any additional payments upon
termination.
Joseph Fuda
Joseph Fuda was appointed as the
Companys Chief Executive Officer on February 13, 2002. He has had a month to
month contract since 2010 which stipulates an annual base amount of remuneration
of (CDN) $160,000 for his services. He is also entitled to an annual performance
based bonus determined at the discretion of the Compensation Committee. There
are no provisions for any additional payments upon termination.
Dan Amadori
Dan Amadori was appointed Chief
Financial Officer of the Company on June 29, 2004. He is engaged by the Company,
through his company, Lamerac Financial Corp., to provide management services on
a month to month contract which stipulates an annual base amount of remuneration
of (CDN) $150,000 for his services. He is also entitled to an annual performance
based bonus determined at the discretion of the Compensation Committee. There
are no provisions for any additional payments upon termination.
Steven Van Fleet
Steven Van Fleet was engaged
to provide management services as President of Micromem Applied Sensor
Technologies Inc. under a three year contract from May 2008 2011. The contract
has since been extended on the same terms on a month to month basis and
currently stipulates an annual base amount of remuneration of US $225,000 for
his services. He is also entitled to an annual performance based bonus
determined at the discretion of the Compensation Committee. There are no
provisions for any additional payments upon termination.
9
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
PLANS
The information following regarding the Companys Stock Option
Plan is as of October 31, 2013.
Plan Category |
Number of securities to
be issued upon exercise of outstanding options,
warrants and rights
|
Weighted-average
exercise price of outstanding options,
warrants and rights |
Number of securities
remaining
available for future issuance under equity
compensation plans (excluding securities reflected
in column (a) and options that have been
exercised) |
Equity Compensation Plans approved by securityholders |
11,475,000 |
$0.25 |
932,000 |
Total |
11,475,000 |
$0.25 |
932,000 |
Option Plan
The purpose of the Companys stock option plan, as amended and
restated as of June 28, 2007 (the 2007 Plan) is to strengthen retention of key
management employees, to align their interests with those of shareholders and to
provide incentive compensation. The total number of shares that may be issued
pursuant to options granted under the 2007 Plan is 15,600,000. As at October 31,
2013, there were options outstanding under the Stock Option Plan to purchase
11,475,000 common shares representing 7.24% of the issued and outstanding common
shares of the Company. The number of securities remaining available for future
issuance under the 2007 Plan is 932,000, which is the reason for the proposed
increase discussed under Amended Stock Option Plan above, subject to the
proposed limits on issuances to Eligible Persons, considered as a whole and
individually.
Historically, options are granted under the stock option plan
to employees, officers and directors of the Company as determined by the Board
of Directors. Effective March 26, 2008, the Board of Directors established the
Compensation Committee. All decisions in respect of the stock option plan are
made by the Compensation Committee and are subject to approval by the Board of
Directors of the Company.
Under the stock option plan, options are granted at not less
than the closing price of the common shares on the day before the date of grant.
Options may be issued with vesting provisions as determined at the time of
grant. The expiry date for options granted under the stock option plan can be
any time up to ten years from the date of grant. Options cannot be transferred
or assigned by a participant. Options that expire unexercised are available for
subsequent option grants.
Options expire under the Stock Option Plan on the earliest of:
(i) subject to any provision in the Stock Option Plan to the contrary, on the
day the option holder is no longer an Eligible Person, (ii) in the case of
termination that is not for cause, the day that is forty-five (45) days
following the date of termination (other than for just cause or by reason of
death or disability), subject to the discretion of the Board of Directors to
extend the expiry period (and any vesting within such period) to no more than
ninety (90) days after termination, (iii) immediately upon termination by the
Company or a subsidiary of employment for just cause, (iv) one year following
the death of a participant for options vested as of the date of such
participants death, subject to the discretion of the Board of Directors to the
vesting of the option during such period, or (v) the option termination date.
The Board of Directors of the Company, subject to any
regulatory or required shareholder approval, has the power under the Stock
Option Plan to amend or terminate the Stock Option Plan at any time, provided,
however, that any such amendment or termination shall not materially adversely
affect the rights of a participant.
COMPENSATION OF DIRECTORS
The amount and form of Director compensation is reviewed
periodically by the Board of Directors. The Directors do not currently receive
cash compensation from the Company for their participation on the Board of
Directors or as a member of a committee. The Company does, from time to time,
grant options to its Directors to purchase common shares of the Company which options are granted pursuant to the
Companys Stock Option Plan. Such options are offered to Directors at prices
that are equal to or above the market price for the common shares at the date
that the options are granted. The Company granted 1,280,000 Stock Options to
Directors in 2013.
10
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
None of the Directors or senior officers of the Company, no
proposed nominee for election as a Director of the Company, none of the persons
who have been Directors or senior officers of the Company since the commencement
of the Companys last completed financial year and no associate or affiliate of
any of the foregoing persons has any material interest, direct or indirect, by
way of beneficial ownership of securities or otherwise, in any matter to be
acted upon at the Meeting other than the election of the Directors, the
appointment of auditors or, to the extent that such persons are Eligible Persons
under the Companys Stock Option Plan (or the associates of such Eligible
Persons), the proposed amendments to the Stock Option Plan.
INTEREST OF CERTAIN PERSONS IN MATERIAL TRANSACTIONS
None of the informed persons (as that term is defined in
National Interest 51-102) of the Company, no proposed nominee for election as a
Director of the Company and no associate or affiliate of such persons or
proposed directors has any material interest, direct or indirect, in any
transaction since the commencement of the Companys last completed financial
year or in any proposed transaction, which, in either case, has materially
affected or will materially affect the Company or any of its subsidiaries.
DIRECTORS AND OFFICERS LIABILITY INSURANCE
The Company and its subsidiaries have Directors and Officers
liability insurance providing a total of $5,000,000 coverage for both Directors
and officers as a group. The Company indemnifies, subject to applicable law, all
Directors and officers and is liable in respect of Directors and officers for
the $150,000 deductible. Premium payments totalling $51,508 were made by the
Company for the period December 31, 2012 to December 31, 2013.
AUDIT COMMITTEE AND STATEMENT OF CORPORATE GOVERNANCE
PRACTICES
Board of Directors
The Board of Directors of the Company is responsible for the
stewardship of the Company and for the supervision of management to protect
shareholder interests. The Board oversees the development of the Companys
strategic plan and the ability of management to continue to deliver on the
corporate objectives. The independent directors, when necessary, hold in-camera
sessions exclusive of non-independent directors and members of management which
facilitates open and candid discussion amongst the independent directors and a
degree of independent supervision over management.
Five of the nine members of the Board are independent as
defined in National Instrument 52-110 Audit Committees of the Canadian
Securities Administrators (NI 52-110). The independent directors are Larry
Blue, Oliver Nepomuceno, Alex Dey and David Sharpless. Four members of the
Board are not independent, those being Joseph Fuda, Salvatore Fuda, Steven Van
Fleet and Brian Von Herzen. Joseph Fuda and Salvatore Fuda are not independent
as a result of their being members of the Companys management and Steven Van
Fleet is not independent because he serves as President of the Companys
wholly-owned subsidiary, Micromem Applied Sensor Technologies Inc. Brian Von
Herzen is not independent because his company, Rapid Prototypes Inc., is a
subcontractor to the Company. Craig Carlson is not independent because he
provides consulting services to the Company.
The Board of Directors has adopted a Governance Committee
Charter. To date the tasks associated with the Governance Committee have been
discharged by the Audit Committee.
Directorships
The following members of the Board of Directors are also
directors of other reporting issuers:
David Sharpless |
- |
Copernican International
Financial Split Corp. (TSX) |
|
|
Copernican World Banks Split Inc.
(TSX) |
11
Orientation and Continuing Education
The Company does not have an orientation and education program
in place for new board members. New board members will participate in such
training and orientation as may be deemed by the Board to be necessary or
appropriate in the circumstances.
Audit Committee
The text of the audit committee charter is disclosed in
Schedule B of this circular.
The Audit Committee is currently composed of three directors:
David Sharpless (Chair), Oliver Nepomuceno and Alex Dey. All three members of
the audit committee are independent and financially literate as defined in NI
52-110.
David Sharpless (Chair) |
Mr. Sharpless acted as legal counsel for a number of
private and public companies and currently serves on the board of a number
of publicly listed and private companies. |
Oliver Nepomuceno |
Mr. Nepomuceno is an investment banker located in
Switzerland and has participated in a variety of transactions in various
global jurisdictions. He has acted on behalf of a number of private and
public companies. Mr. Nepomuceno also serves on the Compensation
Committee. |
Alex Dey - |
Mr. Dey was previously the sole proprietor of Alex Dey,
Chartered Accountant. He is currently President of a private company that
provides accounting and tax services. Mr. Dey also serves on the
Compensation and Disclosure Committees. |
The Audit Committee acts on behalf of the Board in reviewing
certain financial information prepared for public distribution, in monitoring
internal accounting controls and in monitoring the business conduct of the
Company. This Committee is also responsible for assuring that the
Companys financial statements accurately portray the financial position of the
Company and the results of its operations. It reviews other matters relating to
the financial position of the Company and the results of its operations. As the
Committee sees fit, it recommends the appointment, change or reappointment of
the external auditor. It also reviews and approves the non-audit services
provided by the external auditor. In doing so, the Audit Committee considers
whether the provision of these non-audit services may impact the objectivity and
independence of the external auditor.
Since the commencement of the issuers most recent financial
year, all recommendations of the Audit Committee to nominate or compensate an
external auditor were adopted by the Board of Directors. The Audit Committee met
on a quarterly basis in 2012 and in 2013.
The Audit Committee meets annually with the independent
auditors to review the scope, proposed audit fees and related detail of the
forthcoming annual year-end audit to be conducted by the independent auditors.
The Audit Committee also reviews the extent of non-audit services and related
fee proposals that may be requested from the independent auditors from time to
time. In doing so, the Audit Committee considers whether the provision of these
non-audit services may impact the objectivity and independence of the external
auditor.
Pursuant to section 6.1 of National Instrument 52-110, the
Company is providing the disclosure required for venture issuers under Form
52-110F2.
12
Fees Paid to Auditors
The following sets out fees paid to Collins Barrow in 2012,
2011 and 2010. All amounts given are in Canadian Dollars.
|
2013
|
2012
|
2011
|
Audit Fees: |
$105,530 |
$134,480 |
$ 83,378 |
|
|
|
|
Tax Fees: |
$ 0 |
$ 0 |
$ 0 |
All Other Fees: |
$0 |
$16,549 |
$ 258
|
Total: |
$105,530 |
$151,029 |
$83,636 |
The Audit Committee determined that the provision of the
non-audit services (comprised of services provided to the Company in connection
with the required securities filings) did not compromise the independence of
Collins Barrow LLP.
Disclosure Committee
The Disclosure Committee is currently composed of two
Directors: Salvatore Fuda and Alex Dey. This Committee works in concert with the
Chief Executive Officer and the Chief Financial Officer and is primarily
responsible for ensuring compliance with the Companys disclosure policies as
the same applies to all public disclosures and statements made by or about the
Company. The Disclosure Committee works closely with the Audit Committee with
respect to all financial disclosure made by the Company. The Disclosure
Committee meets on an as required basis. In addition to the scheduled meetings
the committee meets if and when an issue pertaining to disclosure is
required.
Compensation Committee
The Compensation Committee is currently composed of two
Directors: Oliver Nepomuceno and Alex Dey. The Committee ensures that the
Company has a plan for continuity of its officers and an executive compensation
plan that is competitive to retain executive management and other key personnel.
The Committee also provides recommendations to the Board of Directors regarding
the Companys Stock Option Plan. The Compensation Committee was formed by the Board of Directors on March 26,
2008. The Compensation Committee met as required during 2013. The Committee
makes its recommendation pertaining to compensation based on competitive market
rates that exist in similar industries and companies both private and
public.
Nomination of Directors
The Company does not presently have a Nominations Committee.
The Board, as a whole, reviews the size of the Board of Directors to ensure the
facilitation of effective decision making. Where changes to the composition of
the Board are deemed to be beneficial to the Board as a whole, the Board will
collectively identify, put forward suitable candidates or consider nominees, if
any, recommended by shareholders.
Advisory Board
On December 2, 2014, the Company established an Advisory Board
whose purpose is to advise and to make non-binding recommendations to the Board
of Directors on matters within their experience and expertise. The Advisory
Board shall consist of a minimum of one or more members as is determined from
time to time by the Board of Directors, and who will enter into agreements with
the Company regarding their membership on the Advisory Board and compensation
for their work in this role. For clarity, as disclosed in the Advisory Board
charter attached as Schedule C to this Information Circular, members of the
Advisory Board are not members of the Board of Directors, and may only attend
and/or participate in any meeting of the Board of Directors in a reporting
capacity upon the invitation of the Board of Directors.
Andrew Brandt has served as a member of the Board of Directors
of the Company since June, 2000. He is not standing for re-election to the Board
of Directors at the Annual & Special General Meeting of Shareholders on
Friday, January 30, 2015. The Board of Directors have appointed Mr. Brandt to
the Advisory Board effective January 30, 2015.
13
Committee Charters
The charter for the Audit Committee, Disclosure Committee,
Compensation Committee and Governance Committee were included in the prior
years Information Circular and are unchanged in 2013. The charter for the Audit
Committee is included as Schedule B to this Information Circular. The charter
for the Advisory Board is included as Schedule C to this Information Circular.
The charters are also disclosed on the Companys website.
Assessments
In view of the size and current state of the Companys
development and the number of directors on the Board, the Board has not felt it necessary at the present time to adopt a
formal process to assess Board, committee and individual director effectiveness.
In view of the frequency of both formal and informal Board meetings during the
course of the year there is ample opportunity for each director to assess the
effectiveness of all other directors. The Company is not proposing to adopt a
formal process for assessment at the present time.
Ethical Conduct
The Company ensures that all employees, executives and Board
members conduct their actions in an ethical manner by enforcing the existing
corporate governance policies and charters described herein. In the event there
is a need to implement additional corporate governance policies the company will
assess the need to enact the appropriate policy and oversee the implementation
and enforcement of that policy.
Statement of Diversity
While the Company is a venture issuer and will therefore not be
subject to the Ontario Securities Commissions proposed amendments to the
disclosure requirements regarding the representation of women on the Board of
Directors and in senior management, the Company is committed to providing an
environment in which all employees and directors are treated with fairness and
respect, and have equal access to opportunities for advancement based on skills
and aptitude. Moreover, the Company intends to model this commitment by
increasing its focus on diversity among the Board of Directors and within senior
management of the Company. Building diversity will take time, particularly in
view of the Companys current size and level of development, but the Company has
canvassed and is currently screening potential candidates to be added to the
Board of Directors in 2015. The candidates who will be considered will include
male and female applicants with the requisite technical skills suitable to the
Companys requirements.
ADDITIONAL INFORMATION
The Companys approach regarding the disclosure of information
is in compliance with the requirements of the applicable securities authorities.
As a reporting issuer subject to the certain securities legislations various
jurisdictions, the Company is required to file financial statements, information
circular and certain other materials with various securities regulators.
It is the policy of the Company to be receptive to shareholder
comments or questions in any form. Also, the Company will promptly provide
answers to shareholder inquiries, while being guided by legal requirements with
respect to confidentiality and disclosure policies.
Additional information relating to the Company for the fiscal
year ended October 31, 2013, is filed with Canadian securities administrators.
Financial information is provided in the Companys consolidated financial
statements and related Managements Discussion and Analysis (MD&A)
for 2013. This information can be accessed through the System for Electronic
Document Analysis and Retrieval (SEDAR) at www.sedar.com. Copies of the Companys financial
statements and MD&A may also be accessed at www.micromeminc.com and obtained
by any person without charge by writing to the Company to the attention of its
Chief Information Officer, 121 Richmond Street West, Suite 304, Toronto, ON M5H
2K1.
14
APPROVAL OF THE BOARD OF DIRECTORS
The contents and the sending of this Proxy Circular have been
approved by the Board of Directors of the Company. DATED at Toronto, Ontario
this 12th day of December, 2014.
MICROMEM TECHNOLOGIES INC.
Joseph Fuda (Signed)
Chief Executive Officer and President
15
SCHEDULE A
AMENDED AND RESTATED STOCK
OPTION PLAN
RESOLUTION APPROVING THE 2014 AMENDED AND RESTATED STOCK
OPTION PLAN
BE IT RESOLVED THAT:
1. |
the Corporation is hereby authorized to amend and restate
the 2007 Micromem Technologies Inc. Stock Option Plan and to rename it
the 2014 Micromem Technologies Inc. Stock Option Plan (the
2014 Plan), in the form of the 2014 Plan attached hereto as
Exhibit 1; |
|
|
2. |
the number of shares that may be issued pursuant to
options to be granted under the 2014 Plan is increased to 18,840,000
(including shares issuable pursuant to options previously granted and that
are outstanding); and |
|
|
3. |
any officer and/or director of the Corporation be and the
same is hereby authorized and directed, for and in the name of and on
behalf of the Corporation, to execute and deliver all such other
agreements, amendments, instruments, certificates and other documents and
to do all such other acts and things as such director and/or officer may
determine to be necessary or advisable to carry out the foregoing
resolution. |
A-1
MICROMEM TECHNOLOGIES INC.
2014 DIRECTORS, OFFICERS AND EMPLOYEES
STOCK OPTION
PLAN
1. |
PURPOSE OF THE PLAN |
|
|
1.1 |
The purpose of the Plan is to attract, retain and
motivate persons with the required training, experience and leadership as
directors, officers, employees and key service providers of the
Corporation and its Subsidiaries and to advance the interests of the
Corporation by providing such persons with the opportunity, through share
options, to acquire an increased proprietary interest in the Corporation.
This Plan shall serve to amend and restate the Corporations 2007 Stock
Option Plan which was approved by shareholders on June 28, 2007. |
|
|
2. |
DEFINED TERMS |
|
|
|
Where used herein, the following terms shall have the
following meanings, respectively: |
|
|
2.1 |
"Board" shall mean the board of directors of the
Corporation; |
|
|
2.2 |
"Corporation" means Micromem Technologies
Inc.; |
|
|
2.3 |
"Eligible Person"
means: |
|
(i) |
any director, officer or employee of the Corporation or
any Subsidiary, or any other Service Provider (an "Eligible
Individual"); or |
|
|
|
|
(ii) |
a corporation of which an Eligible Individual is an
employee or shareholder (an "Employee
Corporation"); |
2.4 |
"Insider" means any insider, as such term is
defined in Subsection 1(1) of the Securities Act (Ontario), of the
Corporation; |
|
|
2.5 |
"Market Price" at any date in respect of the
Shares means the closing sale price of the Shares on the Canadian
Securities Exchange (or other stock exchange on which the Shares are
listed and posted for trading from time to time as may be selected for
such purpose by the Board) on the trading day immediately preceding such
date. In the event that the Shares did not trade on such trading day, the
Market Price shall be the average of the bid and ask prices in respect of
the Shares at the close of trading on such trading day. In the event that
the Shares are not listed and posted for trading on any stock exchange or
quotation system, the Market Price shall be the fair market value of the
Shares as determined by the Board in its sole discretion; |
|
|
2.6 |
"Option" means an option to purchase Shares
granted to an Eligible Person under the Plan; |
|
|
2.7 |
"Option Price" means the price per Share at which
Shares may be purchased under an Option, as the same may be adjusted from
time to time in accordance with Article 8 hereof; |
|
|
2.8 |
"Optioned Shares" means the Shares issuable
pursuant to an exercise of Options; |
|
|
2.9 |
"Optionee" means an Eligible Person to whom an
Option has been granted and who continues to hold such
Option; |
A-2
2.10 |
"Plan" means this Micromem Technologies Inc. Stock
Option Plan, as the same may be further amended or varied from time to
time; |
|
|
2.11 |
"Service Provider"
means: |
|
(i) |
an employee or Insider of the Corporation or any
Subsidiary; or |
|
|
|
|
(ii) |
any other person or company engaged to provide ongoing
management or consulting services for the Corporation or for any entity
controlled by the Corporation; |
2.12 |
"Shares" means the common shares of the
Corporation or, in the event of an adjustment contemplated by Article 8
hereof, such other shares or securities to which an Optionee may be
entitled upon the exercise of an Option as a result of such adjustment;
and |
|
|
2.13 |
"Subsidiary" means any corporation which is a
subsidiary, as such term is defined in Subsection 1(2) of the Business
Corporations Act (Ontario), of the Corporation. |
|
|
3. |
ADMINISTRATION OF THE PLAN |
|
|
3.1 |
The Plan shall be administered by the Board. |
|
|
3.2 |
The Board shall have the power, where consistent with the
general purpose and intent of the Plan and subject to the specific
provisions of the Plan: |
|
(a) |
to establish policies and to adopt rules and regulations
for carrying out the purposes, provisions and administration of the
Plan; |
|
|
|
|
(b) |
to interpret and construe the Plan and to determine all
questions arising out of the Plan or any Option, and any such
interpretation, construction or determination made by the Board shall be
final, binding and conclusive for all purposes; |
|
|
|
|
(c) |
to determine the number of Shares covered by each
Option; |
|
|
|
|
(d) |
to determine the Option Price of each Option; |
|
|
|
|
(e) |
to determine the time or times when Options will be
granted and exercisable; |
|
|
|
|
(f) |
to determine if the Shares which are issuable on the
exercise of an Option will be subject to any restrictions upon the
exercise of such Option; and |
|
|
|
|
(g) |
to prescribe the form of the instruments relating to the
grant, exercise and other terms of the
Options. |
3.3 |
The Board may, in its discretion, require as conditions
to the grant or exercise of any Option that the Optionee shall
have: |
|
|
|
|
(a) |
represented, warranted and agreed in form and substance
satisfactory to the Corporation that he or she is acquiring and will
acquire such Option and the Shares to be issued upon the exercise thereof
or, as the case may be, is acquiring such Shares, for his or her own
account, for investment and not with a view to or in connection with any
distribution, that he or she has had access to such information as is
necessary to enable him or her to evaluate the merits and risks of such
investment and that he or she is able to bear the economic risk of holding
such Shares for an indefinite period; |
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(b) |
agreed to restrictions on transfer in form and substance
satisfactory to the Corporation and to an endorsement on any option
agreement or certificate representing the Shares making appropriate
reference to such restrictions (including any notation required by any
securities regulatory authority, stock exchange or trading facility having
jurisdiction); and |
A-3
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(c) |
agreed to indemnify the Corporation in connection with
the foregoing. |
3.4 |
Any Option granted under the Plan shall be subject to the
requirement that, if at any time counsel to the Corporation shall
determine that the listing, registration or qualification of the Shares
subject to such Option upon any securities exchange or under any law or
regulation of any jurisdiction, or the consent or approval of any
securities exchange or any governmental or regulatory body, is necessary
as a condition of, or in connection with, the grant or exercise of such
Option or the issuance or purchase of Shares thereunder, such Option may
not be accepted or exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained on conditions acceptable to the Board. Nothing herein shall be
deemed to require the Corporation to apply for or to obtain such listing,
registration, qualification, consent or approval. |
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3.5 |
This Plan shall be read and interpreted consistently with
all applicable laws, rules, regulations and policies of any securities
regulatory authority, stock exchange or trading facility having
jurisdiction and, to the extent of any inconsistency between the terms of
this Plan and the provisions of such laws, rules, regulations and
policies, the provisions of such laws, rules, regulations and policies
shall prevail. |
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4. |
SHARES SUBJECT TO THE PLAN |
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Options may be granted in respect of authorized and
unissued Shares, provided that the aggregate number of Shares reserved for
issuance upon the exercise of all Options granted under the Plan, subject
to any adjustment of such number pursuant to the provisions of Article 8
hereof, shall not exceed 18,840,000 or such greater number of Shares as
may be determined by the Board and approved, if required, by the
shareholders of the Corporation and by any relevant stock exchange or
other regulatory authority (including shares issuable pursuant to options
previously granted and that are outstanding under the 2007 Stock Option
Plan). Optioned Shares in respect of which Options are not exercised shall
be available for subsequent Options. No fractional Shares may be purchased
or issued under the Plan. |
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5. |
ELIGIBILITY; GRANT; TERMS OF OPTIONS |
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5.1 |
Options may be granted to any Eligible Person in
accordance with this Article 5; provided, however,
that: |
5.1.1. the maximum number of
securities, calculated on a fully-diluted basis, reserved for issuance under the
Plan to any one Eligible Person shall not exceed 5% of the Corporations
outstanding securities;
5.1.2. the maximum number of securities, calculated
on a fully-diluted basis, that are issued within 12 months to Eligible Persons
shall not exceed 10% of the Corporations outstanding securities; and
5.1.3.
the maximum number of securities, calculated on a fully-diluted basis, that are
issued within 12 months to any one Eligible Person and such Eligible Persons
associates (as that term is defined in National Instrument 45-106) shall not
exceed 5% of the Corporations outstanding securities.
5.2 |
Options may be granted by the Corporation to the extent
that they have been approved by the Board. |
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5.3 |
Subject as herein and otherwise specifically provided in
this Article 5, the number of Shares subject to each Option, the Option
Price of each Option, the expiration date of each Option, the extent to
which each Option is exercisable from time to time during the term of the
Option and other terms and conditions relating to each such Option shall
be determined by the Board or a director or officer of the Corporation
designated by the Board to make such determination. |
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5.4 |
Each Option granted under this Plan shall be exercisable
for a maximum period of ten (10) years from the date the Option is granted
to the Optionee. Subject to this section 5.4, the Board shall, at the time
of granting an Option, determine the time or times when an Option or a
part of an Option shall be exercisable. |
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5.5 |
Subject to any adjustments pursuant to the provisions of
Article 8 hereof, the Option Price of any Option shall in no circumstances
be lower than the Market Price on the date on which the grant of the
Option is approved by the Board unless otherwise permitted under
applicable laws, rules and regulations and the rules of any stock exchange
or trading facility through which the Shares may be traded from time to
time. If, as and when any Shares have been duly purchased and paid for
under the terms of an Option, such Shares shall be conclusively deemed
allotted and issued as fully paid non-assessable Shares at the price paid
therefore. |
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5.6 |
An Option is personal to the Optionee and non-assignable
(whether by operation of law or otherwise), except as provided for herein.
Upon any attempt to transfer, assign, pledge, hypothecate or otherwise
dispose of an Option contrary to the provisions of the Plan, or upon the
levy of any attachment or similar process upon an Option, the Option
shall, at the election of the Corporation, cease and terminate and be of
no further force or effect whatsoever. |
6. |
TERMINATION OF EMPLOYMENT, DEATH |
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6.1 |
Subject to Sections 6.2 and 6.3 hereof and to any express
resolution passed by the Board with respect to an Option, an Option and
all rights to purchase Shares pursuant thereto shall expire and terminate
immediately upon the Optionee who holds such Option ceasing to be an
Eligible Person. |
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6.2 |
If, before the expiry of an Option in accordance with the
terms thereof, an Optionee shall cease to be an Eligible Person (an "Event
of Termination") for any reason other than the termination for "cause" of
his or her employment with the Corporation or any Subsidiary then the
Optionee may: |
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(a) |
exercise the Option to the extent that he or she was
entitled to do so at the time of such Event of Termination, at any time up
to and including, but not after, the forty-fifth (45th ) day
after the date of such Event of Termination, or prior to the close of
business on the expiration date of the Option, whichever is earlier;
and |
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(b) |
with the prior written consent of the Board, which
consent may be withheld arbitrarily in the Corporation's sole discretion,
exercise any part of the Option which was not exercisable at the time of
the occurrence of the Event of Termination at any time up to and
including, but not after, the ninetieth (90th ) day after the
date of such Event of Termination, or prior to the close of business on
the expiration date of the Option, whichever is earlier, to purchase all
or any of the Optioned Shares as the Board may designate but not exceeding
the number of Optioned Shares the Optionee would have otherwise been
entitled to purchase pursuant to the Option had the Optionee's status as
an Eligible Person been maintained for the term of the
Option. |
6.3 |
If an Optionee dies before the expiry of an Option in
accordance with the terms thereof, the Optionee's legal representative(s)
may, subject to the terms of the Option and the
Plan: |
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(a) |
exercise the Option to the extent that the Optionee was
entitled to do so at the date of his or her death at any time up to and
including, but not after, the date which is one year after the date of
death of the Optionee, or prior to the close of business on the expiration
date of the Option, whichever is earlier; and |
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(b) |
with the prior written consent of the Board, exercise at
any time up to and including, but not after, the date which is one year
after the date of death of the Optionee, or prior to the close of business
on the expiration date of the Option, whichever is earlier, any part of
the Option which was not exercisable at the time of the Optionee's death
to purchase all or any of the Optioned Shares as the Board may designate
but not exceeding the number of Optioned Shares the Optionee would have
otherwise been entitled to purchase had the Optionee
survived. |
6.4 |
For greater certainty, Options shall not be affected by
any change of employment of the Optionee or by the Optionee ceasing to be
a director of the Corporation provided that the Optionee continues to be
an Eligible Person. |
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6.5 |
For the purposes of this Article 6, a determination by
the Corporation that an Optionee was discharged for "cause" shall be
binding on the Optionee; provided, however, that such determination shall
not be conclusive of the Optionee's potential entitlement to damages for
the loss of the right to exercise an Option in the event that a court of
competent jurisdiction ultimately determines that the discharge was
without "cause". |
A-5
6.6 |
If the Optionee is an Employee Corporation, the
references to the Optionee in this Article 6 shall be deemed to refer to
the Eligible Individual associated with the Employee
Corporation. |
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6.7 |
If an Optionee has been terminated "for cause" or does
not exercise his or her options in accordance with the provisions of
sections 6.2 or 6.3 as the case may be, the number of options not
exercised shall be added to the number of options remaining available to
be granted under the Plan. |
7. |
EXERCISE OF OPTIONS |
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7.1 |
Subject to the provisions of the Plan, an Option may be
exercised from time to time by delivery to the Corporation at its
registered office of a written notice of exercise addressed to the
Secretary of the Corporation specifying the number of Shares with respect
to which the Option is being exercised and accompanied by payment in full,
by cash or certified cheque, of the Option Price of the Shares then being
purchased, plus applicable taxes, if any. Certificates for such Shares
shall be issued and delivered to the Optionee within a reasonable time
following the receipt of such notice and payment. |
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7.2 |
Notwithstanding any of the provisions contained in the
Plan or in any Option, the Corporation's obligation to issue Shares to an
Optionee pursuant to the exercise of any Option shall be subject
to: |
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(a) |
completion of such registration or other qualification of
such Shares or obtaining approval of such governmental or regulatory
authority as the Corporation shall determine to be necessary or advisable
in connection with the authorization, issuance or sale thereof; |
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(b) |
the admission of such Shares to listing on any stock
exchange on which the Shares may then be listed; |
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(c) |
the receipt from the Optionee of such representations,
warranties, agreements and undertakings, as the Corporation determines to
be necessary or advisable in order to safeguard against the violation of
the securities laws of any jurisdiction; and |
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(d) |
the satisfaction of any conditions on exercise prescribed
pursuant to Section 3.4 hereof. |
7.3 |
Options shall be evidenced by a share option agreement,
instrument or certificate in such form not inconsistent with this plan as
the Board may from time to time determine as provided for under Subsection
3.2 (g), provided that the substance of Article 5 be included
therein. |
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8. |
CERTAIN ADJUSTMENTS |
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8.1 |
In the event of any subdivision or redivision of the
Shares into a greater number of Shares at any time after the grant of an
Option to any Optionee and prior to the expiration of the term of such
Option, the Corporation shall deliver to such Optionee at the time of any
subsequent exercise of his or her Option in accordance with the terms
hereof, in lieu of the number of Shares to which he or she was theretofore
entitled upon such exercise, but for the same aggregate consideration
payable therefor, such number of Shares as such Optionee would have held
as a result of such subdivision or redivision if, on the record date
thereof, the Optionee had been the registered holder of the number of
Shares to which he or she was theretofore entitled upon such
exercise. |
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8.2 |
In the event of any consolidation of the Shares into a
lesser number of Shares at any time after the grant of an Option to any
Optionee and prior to the expiration of the term of such Option, the
Corporation shall deliver to such Optionee at the time of any subsequent
exercise of his or her Option in accordance with the terms hereof, in lieu
of the number of Shares to which he or she was theretofore entitled upon
such exercise, but for the same aggregate consideration payable therefor,
such number of Shares as such Optionee would have held as a result of such
consolidation if, on the record date thereof, the Optionee had been the
registered holder of the number of Shares to which he or she was
theretofore entitled upon such exercise. |
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8.3 |
If at any time after the grant of an Option to any
Optionee and prior to the expiration of the term of
such Option, the Shares shall be reclassified, reorganized or
otherwise changed, otherwise than as specified in Sections 8.1 and 8.2 or,
subject to the provisions of Subsection 9.2(a) hereof, the Corporation
shall consolidate, merge or amalgamate with or into another corporation
(the corporation resulting or continuing from such consolidation, merger
or amalgamation being herein called the "Successor Corporation"), or the
Corporation shall pay a stock dividend (other than any dividends in the
ordinary course), the Optionee shall be entitled to receive upon the
subsequent exercise of his or her Option in accordance with the terms
hereof and shall accept in lieu of the number of Shares to which he or she
was theretofore entitled upon such exercise but for the same aggregate
consideration payable therefor, the aggregate number of shares of the
appropriate class and/or other securities of the Corporation or the
Successor Corporation (as the case may be) and/or other consideration from
the Corporation or the Successor Corporation (as the case may be) that the
Optionee would have been entitled to receive as a result of such
reclassification, reorganization or other change or, subject to the
provisions of Subsection 9.2(a) hereof, as a result of such consolidation,
merger, amalgamation, or stock dividend, if on the record date of such
reclassification, reorganization, other change or stock dividend, or the
effective date of such consolidation, merger or amalgamation or dividend
payment, as the case may be, he or she had been the registered holder of
the number of Shares to which he or she was theretofore entitled upon such
exercise. |
A-6
8.4 |
In the event the Corporation should declare and pay a
special cash dividend or other distribution out of the ordinary course, a
special dividend in specie on the Shares, or a stock dividend other than
in the ordinary course, the Option Price of all Options outstanding on the
record date of such dividend or other distribution shall be reduced by an
amount equal to the cash payment or other distribution or the fair market
value of the dividend in specie or stock dividend or other distribution,
as determined by the Board in its sole discretion. Any such reduction in
the Option Price shall be subject to regulatory approval. |
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9. |
AMENDMENT OR DISCONTINUANCE OF THE PLAN |
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9.1 |
The Board may amend or discontinue the Plan at any time,
provided, however, that no such amendment may materially and adversely
affect any Option previously granted to an Optionee without the consent of
the Optionee, except to the extent required by law. Any such amendment
shall, if required, be subject to the prior approval of, or acceptance by,
any stock exchange on which the Shares are listed and posted for trading.
For greater certainty, the Board may, by resolution duly passed, amend
this Plan to reduce the number of shares in respect of which options have
not been granted at the date of such resolution and that are subject to
this Plan, to meet the requirements of any stock exchange or regulatory
authority. |
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9.2 |
Notwithstanding anything contained to the contrary in
this Plan or in any resolution of the Board in implementation
thereof: |
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in the event the Corporation proposes to amalgamate,
merge or consolidate with any other corporation (other than a wholly-owned
Subsidiary) or to liquidate, dissolve or wind-up, or in the event an offer
to purchase or repurchase the Shares of the Corporation or any part
thereof shall be made to all or substantially all holders of Shares of the
Corporation, the Corporation shall have the right, upon written notice
thereof to each Optionee holding Options under the Plan, to permit the
exercise of all such Options within the 20 day period next following the
date of such notice and to determine that upon the expiration of such 20
day period, all rights of the Optionees to such Options or to exercise
same (to the extent not theretofore exercised) shall ipso facto
terminate and cease to have further force or effect
whatsoever; |
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in the event of the sale by the Corporation of all or
substantially all of the assets of the Corporation as an entirety or
substantially as an entirety so that the Corporation shall cease to
operate as an active business, any outstanding Option may be exercised as
to all or any part of the Optioned Shares in respect of which the Optionee
would have been entitled to exercise the Option in accordance with the
provisions of the Plan at the date of completion of any such sale at any
time up to and including, but not after the earlier of: (i) the close of
business on that date which is thirty (30) days following the date of
completion of such sale; and (ii) the close of business on the expiration
date of the Option; but the Optionee shall not be entitled to exercise the
Option with respect to any other Optioned Shares; |
A-7
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(c) |
subject to the rules of any relevant stock exchange or
other regulatory authority, the Board may, by resolution, advance the date
on which any Option may be exercised or extend the expiration date of any
Option. The Board shall not, in the event of any such advancement or
extension, be under any obligation to advance or extend the date on or by
which Options may be exercised by any other Optionee; and |
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(d) |
the Board may, by resolution, but subject to applicable
regulatory requirements, decide that any of the provisions hereof
concerning the effect of termination of the Optionee's employment shall
not apply to any Optionee for any reason acceptable to the
Board. |
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Notwithstanding the provisions of this Article 9, should
changes be required to the Plan by any securities commission, stock
exchange or other governmental or regulatory body of any jurisdiction to
which the Plan or the Corporation now is or hereafter becomes subject,
such changes shall be made to the Plan as are necessary to conform with
such requirements and, if such changes are approved by the Board, the Plan
as amended, shall be filed with the records of the Corporation and shall
remain in full force and effect in its amended form as of and from the
date of its adoption by the Board. |
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10. |
MISCELLANEOUS PROVISIONS |
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10.1 |
An Optionee shall not have any rights as a shareholder of
the Corporation with respect to any of the Shares covered by such Option
until the date of issuance of a certificate for Shares upon the exercise
of such Option, in full or in part, and then only with respect to the
Shares represented by such certificate or certificates. Without in any way
limiting the generality of the foregoing, no adjustment shall be made for
dividends or other rights for which the record date is prior to the date
such share certificate is issued. |
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10.2 |
Nothing in the Plan or any Option shall confer upon an
Optionee any right to continue or be re-elected as a director of the
Corporation or any right to continue in the employ of the Corporation or
any Subsidiary, or affect in any way the right of the Corporation or any
Subsidiary to terminate his or her employment at any time; nor shall
anything in the Plan or any Option be deemed or construed to constitute an
agreement, or an expression of intent, on the part of the Corporation or
any Subsidiary to extend the employment of any Optionee beyond the time
which he or she would normally be retired pursuant to the provisions of
any present or future retirement plan of the Corporation or any
Subsidiary, or beyond the time at which he or she would otherwise be
retired pursuant to the provisions of any contract of employment with the
Corporation or any Subsidiary. |
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10.3 |
Notwithstanding Section 5.8 hereof, Options may be
transferred or assigned between an Eligible Individual and the related
Employee Corporation provided the assignor delivers notice to the
Corporation prior to the assignment. |
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10.4 |
The Plan and all matters to which reference is made
herein shall be governed by and interpreted in accordance with the laws of
the Province of Ontario, the laws of Canada and the laws of the United
States of America applicable therein. |
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11. |
SHAREHOLDER AND REGULATORY APPROVAL |
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11.1 |
The Plan shall be subject to ratification by the
shareholders of the Corporation to be effected by a resolution passed at a
meeting of the shareholders of the Corporation, and to acceptance by any
other relevant regulatory authority. Any Options granted prior to such
ratification and acceptance shall be conditional upon such ratification
and acceptance being given and no such Options may be exercised unless and
until such ratification and acceptance are given. |
DATED this 30th day of January, 2015.
A-8
SCHEDULE B
Audit Committee Charter
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF
MICROMEM
TECHNOLOGIES INC.
1. General
The primary focus of the Audit Committee (the Committee) is
to assist the Board of Directors (the Board) in its general oversight of the
Corporations financial reporting, internal control and audit functions.
Management is responsible for the preparation, presentation and integrity of the
Corporations financial statements, accounting and financial reporting
principles, internal controls and procedures designed to assure compliance with
accounting standards, applicable laws and regulations. The Corporations
independent auditing firm is responsible for performing an independent audit of
the consolidated financial statements in accordance with generally accepted
auditing standards. The Committee serves a board level oversight role in which
it provides advice, counsel and direction to management and the auditors on the
basis of the information it receives, discussions with the auditors and the
experience of the members in business, financial and accounting matters.
2. Organization
Committee members shall meet the requirements of the
exchange(s) upon which the Corporation is listed as well as all governing
regulatory bodies. The Committee shall comprise three or more Directors as
determined by the Board of Directors, a majority of whom shall be independent
non-management Directors, free from any relationship that would interfere with
the exercise of his or her independent judgment. All members of the Committee
shall be financially literate. The Committee members shall be appointed by the
Board of Directors. The Board of Directors shall designate the Chairman of the
Committee annually. The Corporation relies on certain exemptions from the
requirement that all members of the audit committee be independent set forth in
National Instrument 52-110 to the extent that one or more members of the audit
committee are not independent.
3. Meetings
The Committee shall meet at least four times annually, or more
frequently as circumstances dictate. At least one meeting (or more frequently as
appropriate) should be with management and the independent auditors in separate
executive sessions to discuss any matters that the Committee or any of these
groups believe should be discussed privately. Meetings may be held in person in
or by telephone conference. The Committee shall report on a regular basis its
activities to the Board and shall make such recommendations to the Board as it
deems appropriate.
4.
Responsibilities And Processes
The primary responsibility of the Committee is to oversee the
Corporations financial reporting process on behalf of the Board and report the
results of its activities to the Board. The Committee should take the
appropriate actions to set the overall corporate example for quality financial
reporting, sound business risk practices and ethical behaviour. The Committee is not expected to audit the Corporation, to
define the scope of the audit, to control the Corporations accounting
practices, or define the standards to be used in preparing the Corporations
financial statements. Corporation management is responsible for preparing the
financial statements and the independent auditors are responsible for auditing
those statements. The following shall be the principal recurring processes of
the Committee in carrying out its oversight responsibilities. The processes are
set forth as a guide with the understanding that the Committee may supplement or
deviate from them as appropriate. The Committee shall:
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Evaluate, review and recommend to the Board the selection
(or, where appropriate, replacement) of the Corporations independent
auditors, subject to approval by the Corporations shareholders.
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Provide guidance to, and receive reports from, the
Corporations independent auditors and financial management.
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Review the interim financial statements and earnings
release (if any) with management, prior to releasing the same to the
public. The Chairperson (or other Committee delegate) may represent the
entire Committee for purposes of review with management and the
independent auditors. |
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Discuss the results of the annual audit and any other
matters required to be communicated to the Committee by the independent
auditors under generally accepted auditing standards. |
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Review with management and the independent auditors the
financial statements as required in Canadian jurisdictions where the
Corporation is a reporting issuer and provide judgments about the quality,
not just the acceptability, of accounting principles, the reasonableness
of significant judgments and the clarity of the disclosure in the
financial statements. |
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Meet annually with the independent auditors to review the
scope, proposed audit fees and related detail of the forthcoming annual
year-end audit to be conducted by the independent auditors. Review the
extent of non-audit services and related fee proposals that may be
requested from the independent auditors from time to time. |
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Discuss with management and the independent auditors the
adequacy and effectiveness of the accounting and financial controls,
including the Corporations system to monitor and manage business risk, as
well as legal and ethical compliance programs. |
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Evaluate the professional competency of the financial
staff and the internal auditors, as well as the quality of their
performance in discharging their respective responsibilities. |
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Consult with management in an effort to resolve areas of
questionable performance or deficiencies in structure or personnel.
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Discuss with the independent auditors the auditors
independence from management and the Corporation. |
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Review this Charter annually and recommend to the Board
appropriate changes to it. |
Approved by the Audit Committee
B-2
Schedule C
Advisory
Board Charter
Purpose:
The purpose of the Advisory Board (the
Advisory Board) is to advise and make non-binding recommendations to the Board
of Directors (the Board) of Micromem Technologies Inc. (the Company) on
matters within their experience and expertise.
Membership:
The Advisory Board shall consist of a
minimum of one or more members as is determined by the Board. The member(s) of
the Advisory Board shall be appointed by and serve at the discretion and
pleasure of the Board. The Board may, in its sole and absolute discretion,
remove any member of the Advisory Board at any time. Execution of a
Non-Disclosure Agreement in a form satisfactory to the Company is a condition
precedent to membership on the Advisory Board.
Responsibilities:
Members of the Advisory Board will
advise and make non-binding recommendations to the Board on matters within their
experience and expertise. These matters may include, but are not limited to
networking opportunities and development of potential customers and marketing,
business process improvement, risk management, corporate governance, and an
independent perspective on proposals before the Board. The Advisory Boards
responsibilities are purely advisory and the ultimate responsibility for the
management of the Company's business and affairs shall rest with the Board. The
Board shall have no obligation to adopt, or otherwise be bound to act upon, any
recommendation of the Advisory Board, but shall, in its sole and absolute
discretion, have the ability to take the Advisory Board's recommendations under
advisement or modify the Advisory Boards recommendations in any manner it deems
fit. In rendering advice to the Board, the Advisory Board shall have no
obligation to conduct any individual research or investigation and shall be
entitled to rely solely and exclusively upon the facts and information available
to it at the time of the making of its recommendations, including, but not
limited to, such facts and information as may be provided to the Advisory Board
by the Company. Members of the Advisory Board must disclose to the Board any
conflict of interest, including any interest or involvement in a business that
competes with the Company, and shall absent themselves from any portion of any
meeting of the Advisory Board or meeting of the Board where a conflict of
interest becomes apparent. Members of the Advisory Board are subject to the
policies of the Company in effect from time to time, including but not limited
to insider trading policies and blackout periods.
Compensation
The members of the Advisory Board shall
receive such compensation for their services in such capacities as the Board, in
its sole and absolute discretion, shall deem proper. The members of the Advisory
Board are consultants to the Company and, as such, are eligible to receive
options under the Companys Stock Option Plan dated January 30, 2015 (the Stock
Option Plan), as amended from time to time, at the discretion of the Directors
and subject to the terms and conditions of the Stock Option Plan and any option
agreement entered into between the Advisor and the Company.
Expenses
The members of the Advisory Board shall be
entitled to reimbursement from the Company for all reasonable expenses incurred
by them in connection with their Advisory Board services upon the presentation
to the Company of written documentation for such expenses; provided that the
Company has preapproved such expenses.
Meetings:
Meetings of the Advisory Board may be held
at such time and place as shall from time to time be determined by the Board.
Neither the Advisory Board nor any member of the Advisory Board may attend or
participate in any meeting of the Board, except in a reporting capacity. The
Board shall set the agenda of each meeting of the Advisory Board. A secretary
shall be appointed at each meeting of the Advisory Board for the purpose of
recording minutes. Decisions within the scope of the Advisory Boards
responsibilities shall be made by majority vote.
Liability
The members of the Advisory Board will
have no liability for any act or omission in their capacities as members of the
Advisory Board. Any member of the Advisory Board who is made, or threatened to
be made, a party to any proceeding, whether civil, criminal, administrative, or
investigative, arising out of or related to such member's service on the
Advisory Board, shall be indemnified by the Company, and the Company may advance
to such member related expenses incurred in defense of such action, to the
fullest extent permitted by applicable law (including, but not limited to, under
the applicable laws of Canada or any province). For the purposes of this
indemnity, "member" shall include the member's heirs and personal
representatives. The Company acknowledges that the foregoing indemnity is a
material inducement to the members of the Advisory Board to serve as such and
that the members would not agree to serve on the Advisory Board in the absence
of the foregoing indemnity.
C-1
MICROMEM TECHNOLOGIES INC.
(Company)
Request for Financial Statements
Fiscal Year: 2014
In accordance with National Instrument 51-102 Continuous
Disclosure Obligations, registered and beneficial shareholders may elect
annually to receive a copy of our annual financial statements and corresponding
management discussion and analysis (MD&A) or interim financial statements
and the corresponding MD&A, or both.
If you wish to receive these documents by mail, please return
this completed form to:
TMX EQUITY TRANSFER SERVICES
200 University
Avenue, 3rd Floor
Toronto ON M5H 4H1
Or by fax to: 416-595-9593
Rather than receiving the financial statements by mail, you
may choose to view these documents on the SEDAR website at www.sedar.com.
I HEREBY CERTIFY that I am a registered and/or beneficial
holder of the Company, and as such, request that my name be placed on the
Companys Mailing List in respect to its annual and/or interim financial
statements and the corresponding MD&A for the current financial year.
Please send me: |
[ ] |
Annual Financial Statements with
MD&A |
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(Mark this box if you would like
to receive the Annual Financial Statements and related MD&A) |
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[ ] |
Interim Financial Statements with
MD&A |
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(Mark this box if you would like
to receive the Interim Financial Statements and related MD&A)
|
[ ] Check this box if you wish to
receive the selected financial statements electronically and print
your email address below |
PLEASE PRINT |
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FIRST NAME LAST NAME |
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ADDRESS |
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CITY PROVINCE/
STATE
POSTAL / ZIP
CODE
COUNTRY |
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E-MAIL (optional) |
By providing my email address, I hereby acknowledge and consent
to all provisions outlined in the following:
https://www.voteproxyonline.com/equity/fsred.pdf
SIGNED: ___________________________________________ |
(Signature of Shareholder) |
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IF THIS IS AN ADDRESS CHANGE, PLEASE CHECK
HERE: [ ] |
(Please provide previous address below)
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CS Diagnostics (PK) (USOTC:FZRO)
過去 株価チャート
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CS Diagnostics (PK) (USOTC:FZRO)
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