Proxy Statement Pursuant To Section 14(a)
Of The Securities Exchange Act Of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, Use of the Commission Only (as permitted by Rule
14a-6(e)(2))Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
Altair International Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
================================================================================
ALTAIR INTERNATIONAL INC.
1725 Sheridan Avenue, Suite 140
Cody, Wyoming 82414
U.S.A.
MANAGEMENT INFORMATION CIRCULAR
AND PROXY STATEMENT
Solicitation of Proxies
-----------------------
THIS MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT (THE
"INFORMATION CIRCULAR") IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE
MANAGEMENT OF ALTAIR INTERNATIONAL INC. (THE "CORPORATION") OF PROXIES TO BE
USED AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF THE CORPORATION TO BE
HELD AT THE TIME AND PLACE AND FOR THE PURPOSES SET FORTH IN THE ENCLOSED NOTICE
OF MEETING (THE "MEETING"). This Information Circular, the notice of Meeting
attached hereto, the accompanying form of proxy and the annual report to
shareholders of the Corporation for the year ended December 31, 2001 are first
being mailed to the shareholders of the Corporation on or about May 8, 2002. It
is expected that the solicitation will be primarily by mail, but proxies may
also be solicited personally, by email, by facsimile or by telephone by regular
employees of the Corporation without additional compensation therefor. The cost
of solicitation by management will be borne directly by the Corporation.
Arrangements will be made with brokerage firms and other custodians, nominees
and fiduciaries for the forwarding of solicitation materials to the beneficial
owners of the Common Shares of the Corporation ("Common Shares") held by such
persons, and the Corporation will reimburse such brokerage firms, custodians,
nominees and fiduciaries for the reasonable out-of-pocket expenses incurred by
them in connection therewith.
Appointment and Revocation of Proxies
-------------------------------------
The persons named in the enclosed form of proxy are officers of the
Corporation. A SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON TO REPRESENT
HIM AT THE MEETING MAY DO SO either by inserting such person's name in the blank
space provided in that form of proxy or by completing another proper form of
proxy and, in either case, depositing the completed proxy at the office of the
transfer agent indicated on the enclosed envelope not later than 48 hours
(excluding Saturdays and holidays) before the time of holding the Meeting, or
delivered to the chairman on the day of the Meeting or adjournment thereof.
A proxy given pursuant to this solicitation may be revoked by
instrument in writing, including another proxy bearing a later date, executed by
the shareholder or by his attorney authorized in writing, and deposited either
at the registered office of the Corporation at any time up to and including the
last business day preceding the day of the Meeting, or any adjournment thereof,
at which the proxy is to be used, or with the chairman of such Meeting on the
day of the Meeting, or adjournment thereof, or in any other manner permitted
by-law.
Voting of Proxies
-----------------
UNLESS OTHERWISE INDICATED ON THE FORM OF PROXY, SHARES REPRESENTED BY
PROPERLY EXECUTED PROXIES IN FAVOR OF PERSONS DESIGNATED IN THE PRINTED PORTION
OF THE ENCLOSED FORM OF PROXY WILL BE VOTED (I) TO ELECT MANAGEMENT'S FIVE
NOMINEES FOR DIRECTOR, (II) TO APPOINT DELOITTE & TOUCHE LLP AS THE
CORPORATION'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002,
(III) TO APPROVE THE PROPOSED REDOMESTICATION RESOLUTION, AND (IV) TO APPROVE
THE NEW GENERAL BY-LAW. IF SO INDICATED ON THE FORM OF PROXY, SHARES REPRESENTED
BY PROPERLY EXECUTED PROXIES IN FAVOR OF PERSONS DESIGNATED IN THE PRINTED
PORTION OF THE ENCLOSED FORM OF PROXY WILL BE WITHHELD FROM VOTING WITH RESPECT
TO, OR VOTED AGAINST, ANY OR ALL OF THE FOUR MATTERS IDENTIFIED IN THE PRECEDING
SENTENCE. The enclosed form of proxy confers discretionary authority upon the
persons named therein with respect to amendments or variations to matters
identified in the notice of Meeting, or other matters which may properly come
before the Meeting. At the time of printing this Information Circular,
management of the Corporation knows of no such amendments, variations or other
matters to come before the Meeting.
Voting Securities
-----------------
The authorized capital of the Corporation consists of an unlimited
number of Common Shares. As of April 15, 2002, the Corporation had issued and
outstanding 22,977,122 Common Shares.
The Corporation shall make a list of all persons who are registered
holders of Common Shares on May 1, 2002 (the "Record Date") and the number of
Common Shares registered in the name of each person on that date. Each
shareholder is entitled to one vote for each Common Share registered in his name
as it appears on the list except to the extent that such shareholder has
transferred any of his shares after the Record Date and the transferee of those
shares produces properly endorsed share certificates or otherwise establishes
that he owns the shares and demands, not later than ten days before the Meeting,
that his name be included in the list. In such case the transferee is entitled
to vote his shares at the Meeting.
Two persons present in person and each entitled to vote at a meeting of
shareholders is required for a quorum. An abstention will be counted as
"represented" for the purpose of determining the presence or absence of a
quorum. A broker non-vote, which is an indication by a broker that it does not
have discretionary authority to vote on a particular matter, will not be treated
as "represented" for quorum purposes.
2
Under the Business Corporations Act (Ontario) (the "OBCA"), once a
quorum is established, in connection with the election of directors, the five
nominees receiving the highest number of votes will be elected. In order to
approve each of the proposal in respect of the appointment of independent
auditors and the proposal to adopt the new by-law, the votes cast in favour of
such proposal must exceed the votes cast against. In order to approve the
redomestication resolution, two-thirds of the votes cast must be cast in favor
of the proposal. Abstentions and broker non-votes will not have the effect of
being considered as votes cast against any of the matters considered at the
Meeting.
Exchange Rate Information
-------------------------
The following exchange rates represent the noon buying rate in New York
City for cable transfers in Canadian dollars (CDN. $), as certified for customs
purposes by the Federal Reserve Bank of New York. The following table sets
forth, for each of the years indicated, the period end exchange rate, the
average rate (i.e. the average of the exchange rates on the last day of each
month during the period), and the high and low exchange rates of the U.S. Dollar
(U.S. $) in exchange for the Canadian Dollar (CDN. $) for the years indicated
below, based on the noon buying rates.
--------------------------------------------------------------------------------------------------------
Year Ended December 31,
--------------------------------------------------------------------------------------------------------
2001 2000 1999 1998 1997
--------------------------------------------------------------------------------------------------------
(Each U.S. Dollar Purchases the Following Number of Canadian Dollars)
--------------------------------------------------------------------------------------------------------
High 1.6023 1.5600 1.5302 1.5770 1.4398
-------------- --------------- -------------- ------------------- ------------------ -------------------
Low 1.4933 1.4350 1.4440 1.4075 1.3392
-------------- --------------- -------------- ------------------- ------------------ -------------------
Average 1.5519 1.4871 1.4827 1.4894 1.3849
-------------- --------------- -------------- ------------------- ------------------ -------------------
Year End 1.5925 1.4995 1.4440 1.5375 1.4288
--------------------------------------------------------------------------------------------------------
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
The Articles of Incorporation of the Corporation, as amended (the
"Articles"), provide that the board of directors of the Corporation may consist
of a minimum of three and a maximum of nine directors, to be elected annually.
Each director will hold office until the next annual meeting or until his
successor is duly elected unless his office is earlier vacated in accordance
with the by-laws of the Corporation. By special resolution of the shareholders
of the Corporation passed on June 27, 1988, the directors have been empowered to
set the size of the board of directors of the Corporation. The OBCA provides
that the directors may not, between meetings of shareholders, appoint an
additional director if, after such appointment, the total number of directors
would be greater than one and one-third times the number of directors required
to have been elected at the last annual meeting of shareholders. See "Proposal
NO. 4 - Approval of New By-law" for a discussion of how the number of directors
will be affected by the proposal to approval a new by-law.
3
At the Meeting, shareholders of the Corporation will be asked to elect
five directors (the "Nominees"). The following table provides the names of the
Nominees and information concerning them. The persons in the enclosed form of
proxy intend to vote for the election of the Nominees. Management does not
contemplate that any of the Nominees will be unable to serve as a director. None
of the Nominees or current directors or officers was selected pursuant to any
arrangement or understanding between him and any other person.
-------------------------------------------------------------------------------------------------------------------
Name & Municipality of Residence Office Period of Service as a Number of Common Shares
Director Beneficially Owned or Over
Which Control is Exercised(1)
---------------------------------- ---------------------- ------------------------ ---------------------------------
William Long Chief Executive Since 1988 2,408,029 (2)
Cody, Wyoming Officer & Director
-------------------------------------------------------------------------------------------------------------------
James Golla Director Since 1994 55,000 (3)
Mississauga, Ontario
-------------------------------------------------------------------------------------------------------------------
George Hartman Director Since 1997 45,000 (4)
Lindsay, Ontario
-------------------------------------------------------------------------------------------------------------------
Robert Sheldon Director Since 1997 45,000 (5)
Half Moon Bay, British Columbia
-------------------------------------------------------------------------------------------------------------------
Edward Dickinson Chief Financial First Time Nominee 379,700 (6)
Reno, Nevada Officer and Nominee
-------------------------------------------------------------------------------------------------------------------
(1) The information as to Common Shares beneficially owned or over which
they exercise control or direction not being within the knowledge of
the Corporation has been furnished by the respective Nominees
individually. Includes all Common Shares issuable pursuant to the
exercise or conversion of options that are exercisable within 60 days.
(2) Includes 287,500 Common Shares held by the MBRT Trust, an irrevocable
trust for the benefit of the minor children of Dr. Long, and 125,000
Common Shares subject to warrants held by the MBRT Trust. Dr. Long
disclaims any beneficial interest in such 412,500 Common Shares. Also
includes 350,000 Common Shares subject to presently exercisable options
granted to Dr. Long pursuant to the 1996 Plan and 150,000 Common Shares
subject to presently exercisable options granted to Dr. Long pursuant
to the 1998 Plan.
(3) Includes 20,000 Common Shares subject to presently exercisable options
granted to Mr. Golla pursuant to the 1996 Plan and 35,000 Common Shares
subject to presently exercisable options granted to Mr. Golla pursuant
to the 1998 Plan.
(4) Includes 45,000 Common Shares subject to presently exercisable options
granted to Mr. Hartman pursuant to the 1998 Plan.
(5) Includes 45,000 Common Shares subject to presently exercisable options
granted to Mr. Sheldon pursuant to the 1998 Plan.
(6) Includes 250,000 Common Shares subject to presently exercisable options
granted to Mr. Dickinson pursuant to the 1996 Plan and 129,700 Common
Shares subject to presently exercisable options granted to Mr.
Dickinson pursuant to the 1998 Plan.
IF ANY OF THE NOMINEES IS FOR ANY REASON UNAVAILABLE TO SERVE AS A
DIRECTOR, PROXIES IN FAVOR OF MANAGEMENT WILL BE VOTED FOR ANOTHER NOMINEE IN
THEIR DISCRETION UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS
SHARES ARE TO BE WITHHELD FROM VOTING IN THE ELECTION OF DIRECTORS.
4
Set forth below is a description of each of the directors, nominees and
executive officers of the Corporation and a key employee of the Corporation,
including their principal occupations for the past five years:
Directors
---------
William P. Long, 55, was President from 1998 until April 2002, at which
time he was replaced as President and was appointed to the newly created office
of Chief Executive Officer. Dr. Long has also been a director of the Corporation
since 1988, and an officer and director of Fine Gold Recovery Systems, Inc.
("Fine Gold"), a wholly-owned subsidiary of the Corporation, since February
1996. Dr. Long has been an executive officer of Mineral Recovery Systems, Inc.
("MRS"), since its formation in April 1987 and is also a director. In addition,
he is a director of Altair Nanomaterials, Inc., a wholly-owned subsidiary of
MRS. From 1987 to 1988, Dr. Long was a mineral and energy consultant, providing
various services to clients in the mining and energy industries, including
arranging precious metal property acquisitions, supervising mineral evaluations,
and providing market analyses. From 1980 to 1986, Dr. Long served as the
Executive Vice President and Chief Financial Officer of Thermal Exploration
Corporation. From 1974 to 1980, Dr. Long was employed by Amax Exploration, Inc.
in various capacities, including Systems Engineer, Business Analyst and Business
Manager. Dr. Long is affiliated with the American Institute of Chemical
Engineers and the American Institute of Mining Engineers. He obtained a
bachelors degree in Chemical and Petroleum Refining Engineering and a Ph.D. in
Mineral Economics from the Colorado School of Mines in 1969 and 1974,
respectively.
James I. Golla, 69, has been a director of the Corporation since
February, 1994. He also currently serves as a director of Apogee Minerals Ltd,
European Gold Resources Inc. and Barton Bay Resources Inc. Mr. Golla was a
journalist with the Globe and Mail, Canada's national newspaper, from 1954 until
his retirement early in 1997.
George E. Hartman, 53, was elected a director of the Corporation in
March 1997. From 1995 until 1998, Mr. Hartman served as President of Planvest
Pacific Financial Corp. ("Planvest Pacific"), a Vancouver-based financial
planning firm with U.S. $1 billion of assets under management. Mr. Hartman also
served on the board of directors of Planvest Capital Corp., the parent of
Planvest Pacific. From 1998 until 2000, Mr. Hartman was Senior Vice President of
Financial Concept Group until the firm's sale to Assante Corporation, a North
American financial services industry consolidator. Mr. Hartman continues as
President of Hartman & Company, Inc., a firm he founded in 1991 which provides
consulting services to the financial services industry. Mr. Hartman is the
author of Risk is a Four-Letter Word--The Asset Allocation Approach to
Investing, a Canadian best-seller published in 1992, and is the author of its
sequel, Risk is STILL a Four Letter Word, released in 2000.
Robert Sheldon, 79, has been a director of the Corporation since June
1997. He also currently serves as a director of Aspen Exploration Corporation.
Since his retirement in 1988, Mr. Sheldon has performed consulting work for
several clients, including Newmont Exploration of Canada Limited. Mr. Sheldon
served as President of Newmont Exploration of Canada Limited and Vice President
5
of Newmont Mines Limited from 1975 until 1988 when he retired. Mr. Sheldon was
responsible for mineral exploration, appraisals and development of mining
properties throughout Canada for Newmont Mining Corporation, a natural resource
company with worldwide operations. Mr. Sheldon obtained a bachelors degree in
Geological Engineering from the University of British Columbia in 1948. He is a
member of the Association of Professional Engineers of British Columbia, the
American Institute of Mining and Metallurgy, the Canadian Institute of Mining
and Metallurgy, the Society of Mining Engineers, the British Columbia and Yukon
Chamber of Mines (past president) and the Engineers Club, Vancouver, British
Columbia (past president).
Edward H. Dickinson, 55, was appointed Chief Financial Officer of the
Corporation in March 2000 and was appointed Secretary in June 2001. He also
currently serves as Secretary, Treasurer and a director of MRS and Secretary and
Treasurer of Altair Nanomaterials, Inc. Mr. Dickinson had previously served as
Director of Finance of the Corporation since August 1996. From 1994 to 1996, Mr.
Dickinson was employed by the Southern California Edison Company as a negotiator
of non-utility power generation contracts. Mr. Dickinson was Vice President and
Director of Geolectric Power Company during 1993 and 1994; and from 1987 through
1992 was the Director of Finance and Administration for OESI Power Corporation.
Prior to 1987, Mr. Dickinson held various accounting and program management
positions in the United States Department of Energy. Mr. Dickinson, who is a
certified public accountant, obtained a Masters degree in Accounting from
California State University, Northridge in 1978.
Executive Officers
------------------
The executive officers of the Corporation are William P. Long, Rudi E.
Moerck, C. Patrick Costin, and Edward H. Dickinson. Certain information
regarding Messrs. Long and. Dickinson is set forth above under "Election of
Directors - Directors." Certain information regarding Messrs. Moerck and Costin
follows.
Rudi E. Moerck, 55, was appointed as Vice President of Business
Development of the Corporation in January 2002 and was promoted to President of
the Corporation in April 2002. Prior to joining the Corporation, in April 1997,
Dr. Moerck founded www.Smrtdoc.com, a consulting services provider to the
pharmaceutical, virtual pharmaceutical and fine chemical industries. Key
assignments at www.Smrtdoc.com have included commercial development projects and
mergers and acquisitions. Dr. Moerck also held key senior management positions,
including Senior Vice President and General Manager as well as Senior Vice
President of Sales and Marketing with Catalytica Pharmaceuticals between June
1998 and January 2002. In 2000, DSM of the Netherlands purchased Catalytica for
$800 million. Prior to joining Catalytica Pharmaceuticals, Dr. Moerck held the
position of President of Salsbury Chemicals, a subsidiary of Cambrex
Corporation, from 1996-1997 and held the position of President of the
Pharmaceuticals and Fine Chemicals Group of Cambrex from 1997-1998. Degussa
Corporation and Degussa AG employed Dr. Moerck for 13 years during which he held
various positions of increasing responsibility, which included the successful
green field launch of Degussa's hydrogen peroxide business in North America. Dr.
Moerck obtained a bachelors degree in Biology/Chemistry from Florida South
College in 1969 and a Ph.D. in Organic Chemistry from University of Florida in
1975, and completed Postdoctoral Fellowships at Ohio State University between
1975 and 1979.
6
C. Patrick Costin, 59, was appointed a Vice President of the
Corporation in June 1996 and currently serves as the President and a director of
Fine Gold and MRS and Vice President of Altair Nanomaterials, Inc. Mr. Costin
also served as the President of the wholly-owned subsidiary of the Corporation
formerly known as Mineral Recovery Systems, Inc. from March 1995 until its
merger with and into Fine Gold in June 1996. Mr. Costin is the chief executive
officer of Costin and Associates, a minerals consulting organization founded by
Mr. Costin in 1992 which specializes in identification and evaluation of North
American mine and mineral deposit acquisition opportunities. From 1982 to 1992,
Mr. Costin served as the manager of U.S. exploration for Rio Algom Ltd. Mr.
Costin's additional experience in the mining and minerals industry includes
Senior Mineral Economist for the Stanford Research Institute from 1977 to 1982,
Senior Geologist for Chevron Resources from 1975 to 1976, Senior Geologist for
Newmont Mining Corporation of Canada from 1967 to 1975, and Geologist for United
Keno Hill Mines Ltd. from 1965 to 1967. Mr. Costin obtained a bachelors degree
in Geological Engineering and a masters degree in Minerals Economics from the
Colorado School of Mines in 1965 and 1975, respectively.
Key Employees
-------------
In addition to its directors and executive officers, the Corporation
believes that the performance of Kenneth Lyon, President of Altair
Nanomaterials, Inc. is important to the success of the Corporation. Certain
information regarding Mr. Lyon is set forth below:
Kenneth E. Lyon, 61, was appointed President of Altair Nanomaterials,
Inc., a wholly-owned subsidiary of the Corporation, in August 2000. Prior to
joining Altair Nanomaterials as an officer, Mr. Lyon provided consulting
services to Altair Nanomaterials from November 1999 to August 2000. Prior to
commencing work with Altair Nanomaterials, Mr. Lyon founded and was president of
Idaho Chemical Industries, a chemical distribution and plastics fabrication
company, from December 1986 to December 1999. From June 1996 to August 2000, Mr.
Lyon also consulted with Project Resources Group for Nippon Sheet Glass and
Sumitomo Corporation. Prior to founding Idaho Chemical Industries, Mr. Lyon
worked at Morrison-Knudsen Company for nine years where he worked to develop a
new business in Chemical and Energy Engineering and held a variety of positions
including Director of Synthetic fuels development, Process Facilities
Manager-Chevron Shale oil project, Director of Marketing of MK Industrial/MK
Furgason, and General Manager of Marketing Latin America. Mr. Lyon was Chairman
of the Advisory Counsel of the Technical and Industrial Extension Service of
Boise State University from June 1994 to December 1998 and Public Works
Commissioner for the City of Boise from June 1989 to November 1999. Mr. Lyon
received a bachelors of science degree in chemical engineering from the
University of Idaho in 1962.
7
Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
Set forth below is information with respect to beneficial ownership of
Common Shares as of April 15, 2002 by persons known to the Corporation to own
more than 5% of the outstanding Common Shares, each of the Corporation's current
executive officers and directors, and by all current officers and directors of
the Corporation as a group. Unless otherwise indicated, each of the shareholders
named in the table has sole voting and investment power with respect to the
Common Shares identified as beneficially owned. The Corporation is not aware of
any arrangements, the operation of which may at a subsequent date result in a
change in control of the Corporation.
--------------------------------------------------------------------------------------------------------------------
Title of Class Name and Address of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership(1) of Class(2)
------------------------- -------------------------------------- ------------------------------ --------------------
Common William P. Long (Chief Executive 2,408,029(3) 10.2%
Officer & Director)
57 Sunset Rim
Cody, Wyoming 82414
--------------------------------------------------------------------------------------------------------------------
Common Dr. Rudi E. Moerck (President) *
25107 Callaway 27,500(4)
San Antonio, TX 78258
--------------------------------------------------------------------------------------------------------------------
Common C. Patrick Costin (Vice president) 1,083,333(5) 4.5%
1850 Aquila Avenue
Reno, Nevada 89509
--------------------------------------------------------------------------------------------------------------------
Common Edward H. Dickinson (Chief Financial 379,700(6) 1.6%
Officer and Nominee)
2595 Sagittarius Drive
Reno, Nevada 89509
--------------------------------------------------------------------------------------------------------------------
Common James L. Golla (Director) 55,000(7) *
829 Terlin Boulevard
Mississauga, Ontario L5H 1T1
--------------------------------------------------------------------------------------------------------------------
Common George Hartman (Director) 45,000(8) *
77 Durham Street West
Lindsay, Ontario K9V 2P8
--------------------------------------------------------------------------------------------------------------------
Common Robert Sheldon (Director) 45,000(9) *
8789 Redrooffs Road
Half Moon Bay, British Columbia
V0N 1Y0
--------------------------------------------------------------------------------------------------------------------
Common Louis Schnur (Significant 3,189,500(10) 12.4%
Shareholder)
6941 South Western Ave.
Chicago, IL 60613
--------------------------------------------------------------------------------------------------------------------
Common All Directors and Officers as a 4,068,562(11) 16.6%
Group
(7 persons)
--------------------------------------------------------------------------------------------------------------------
* Represents less than 1% of the outstanding Common Shares.
8
(1) Includes all Common Shares issuable pursuant to the exercise or
conversion of options and warrants that are exercisable within 60 days
of April 15, 2002.
(2) Based on 22,977,122 Common Shares outstanding as of April 15, 2002.
Common Shares underlying options or other convertible securities are
deemed to be outstanding for purposes of calculating the percentage
ownership of the owner of such securities, but not for purposes of
calculating any other person's percentage ownership.
(3) Includes 287,500 Common Shares held by the MBRT Trust, an irrevocable
trust for the benefit of the minor children of Dr. Long, and 125,000
Common Shares subject to warrants held by the MBRT Trust. Dr. Long
disclaims any beneficial interest in such 412, 500 Common Shares. Also
includes 350,000 Common Shares subject to presently exercisable options
granted to Dr. Long pursuant to the 1996 Altair International Inc.
Stock Option Plan (the "1996 Plan") and 150,000 Common Shares subject
to presently exercisable options granted to Dr. Long pursuant to the
1998 Altair International Inc. Stock Option Plan (the "1998 Plan").
(4) Includes 25,000 Common Shares subject to presently exercisable options
granted to Mr. Moerck pursuant to the 1998 Plan.
(5) Includes 100,000 Common Shares subject to presently exercisable options
granted to Mr. Costin pursuant to the 1996 Plan and 175,000 Common
Shares subject to presently exercisable options granted to Mr. Costin
pursuant to the 1998 Plan.
(6) Includes 250,000 Common Shares subject to presently exercisable options
granted to Mr. Dickinson pursuant to the 1996 Plan and 129,700 Common
Shares subject to presently exercisable options granted to Mr.
Dickinson pursuant to the 1998 Plan.
(7) Includes 20,000 Common Shares subject to presently exercisable options
granted to Mr. Golla pursuant to the 1996 Plan and 35,000 Common Shares
subject to presently exercisable options granted to Mr. Golla pursuant
to the 1998 Plan.
(8) Includes 45,000 Common Shares subject to presently exercisable options
granted to Mr. Hartman pursuant to the 1998 Plan.
(9) Includes 45,000 Common Shares subject to presently exercisable options
granted to Mr. Sheldon pursuant to the 1998 Plan.
(10) Includes 2,582,500 presently exercisable warrants to purchase Common
Shares.
(11) Includes 720,000 Common Shares subject to presently exercisable options
granted to officers and directors pursuant to the 1996 Plan, 604,700
Common Shares subject to presently exercisable options granted to
officers and directors pursuant to the 1998 Plan, and 125,000 Common
Shares subject to warrants held by the MBRT Trust.
Executive Compensation
----------------------
(a) Compensation of Officers
The following table, presented in accordance with Regulation 14A
promulgated under the United States Securities Exchange Act of 1934, as amended
(the "Exchange Act"), sets forth all annual and long-term compensation for
services rendered in all capacities to the Corporation and its subsidiaries for
the fiscal years ended December 31, 2001, December 31, 2000 and December 31,
1999 in respect of William P. Long who was, at December 31, 2001, the President
of the Corporation, and C. Patrick Costin who was, at December 31, 2001, the
Vice President of the Corporation. The Corporation had no other executive
officer whose total salary and bonuses during the fiscal year ended December 31,
2001 exceeded U.S. $100,000. The table also sets forth all annual and long-term
compensation for services rendered in all capacities to the Corporation and its
subsidiaries for the fiscal years ended December 31, 2001, December 31, 2000 and
December 31, 1999 in respect of Kenneth E. Lyon, who was, at December 31, 2001,
the President of Altair Nanomaterials, Inc., a wholly owned subsidiary of the
Corporation.
9
Summary Compensation Table
Summary Compensation Table
------------------------------------------------------------------------------------------------------------------------------
Annual Compensation (1) Long Term Compensation
Restricted
Shares or Securities
Fiscal Other Restricted Under
Year Annual Share Units Options LTIP All Other
Name and Title Ended Salary (2) Bonus(2) Compensation Options Granted(3) Payouts Compensation
Dec. 31, (U.S.$) (U.S. $) (U.S.$) (#) (#) (U.S. $) (U.S.$)
------------------------- ----------- ----------- ----------- ------------ ------------ ------------- ---------- -------------
William P. Long, Chief 2001 91,200 9,120 Nil Nil 100,000 Nil Nil
Executive Officer and
Director
------------------------------------------------------------------------------------------------------------------------------
2000 91,200 9,120 Nil Nil Nil Nil Nil
------------------------------------------------------------------------------------------------------------------------------
1999 91,200 9,120 Nil Nil Nil Nil Nil
------------------------------------------------------------------------------------------------------------------------------
C. Patrick Costin, Vice 2001 100,320 Nil Nil Nil 125,000 Nil Nil
President
------------------------------------------------------------------------------------------------------------------------------
2000 100,320 Nil Nil Nil Nil Nil Nil
------------------------------------------------------------------------------------------------------------------------------
1999 95,160 Nil Nil Nil Nil Nil Nil
------------------------------------------------------------------------------------------------------------------------------
Kenneth E. Lyon 2001 103,846 Nil Nil Nil 30,000 Nil Nil
President of Altair
Nanomaterials Inc.
------------------------------------------------------------------------------------------------------------------------------
2000 49,500 Nil Nil Nil 20,000 Nil Nil
------------------------------------------------------------------------------------------------------------------------------
1999 Nil Nil Nil Nil 100,000 Nil Nil
------------------------------------------------------------------------------------------------------------------------------
(1) All compensation paid is stated in United States dollars.
(2) Bonus and salary amounts reflect amounts accrued and payable to Dr.
Long for each fiscal year in accordance with the terms of his
employment agreement with the Corporation. See "Executive Compensation
- Employment Contracts." Amounts actually paid to Dr. Long in fiscal
years 2001, 2000 and 1999 were U.S. $91,200, U.S. $100,320, and U.S.
$100,320, respectively
(b) Option Grants in 2001
The following table provides details with respect to stock options
granted to Dr. Long, Mr. Costin and Mr. Lyon during the year ended December 31,
2001:
----------------------------------------------------------------------------------------------------------------------
Market Value
% of Total of Potential Realizable
Options Securities Value at Assumed Rates
Granted to Underlying of Share Price
Securities Employees Exercise Options on Appreciation for
Under in Price per the Date of Option Term
options Financial Share Grant Expiration (US$)
Name Granted Grant Date Year (US$) (US$) Date 5% 10%
----------------------------------------------------------------------------------------------------------------------
William P. Long,
CEO and Director 100,000 01/01/01 8.8% 2.00 1.50 01/01/06 (8,558) 41,577
----------------------------------------------------------------------------------------------------------------------
C. Patrick Costin,
Vice President 125,000 11/08/01 11.0% 2.50 1.40 11/08/06 (89,151) (30,661)
----------------------------------------------------------------------------------------------------------------------
30,000 7/17/01 2.6% 2.25 2.25 7/17/06 18,649 41,209
Kenneth E. Lyon
President of
Altair
Nanomaterials Inc.
----------------------------------------------------------------------------------------------------------------------
10
On March 6, 2001, the board approved an extension of the expiry date
from May 27, 2001 to November 27, 2002 for 250,000 options held by Mr. Long. On
the same date, the board also approved an extension of the expiry date from
March 7, 2001 to September 7, 2001 for 125,000 options held by Mr. Costin.
(c) Aggregated Option Exercises and Year-end Option Values
The following table provides information regarding options held by Dr.
Long, Mr. Costin and Mr. Lyon as at December 31, 2001 and options exercised by
them during the year ended December 31, 2001:
-------------------------------------------------------------------------------------------------------------------------
Value of Unexercised
Unexercised Options at In-the-money Options at
Securities December 31, 2001 December 31, 2001
Acquired on Aggregate ---------------------------- -------------------------------------
Exercise Value Exercisable Unexercisable
Name (#) Realized (#) (#) Exercisable Unexercisable
---------------------- ------------- -------------- -------------- ----------------- -------------------- ----------------
William P. Long, Nil Nil 250,000 Nil Nil N/A
CEO and Director 100,000 Nil Nil N/A
50,000 Nil Nil N/A
100,000 Nil Nil N/A
-------------------------------------------------------------------------------------------------------------------------
C. Patrick Costin, Nil Nil 125,000 Nil Nil N/A
Vice President 100,000 Nil Nil N/A
50,000 Nil Nil N/A
-------------------------------------------------------------------------------------------------------------------------
Kenneth E. Lyon
President of Altair Nil Nil 65,000 35,000 Nil Nil
Nanomaterials Inc. 70,000 50,000 Nil Nil
30,000 Nil Nil N/A
-------------------------------------------------------------------------------------------------------------------------
11
(d) Compensation of Directors
Directors who are not officers of the Corporation are paid U.S. $1,000
per meeting for their services as directors. During the year ended December 31,
2001, U.S. $3,000 was paid to directors of the Corporation for attending
meetings. Directors who are not officers are entitled to receive compensation to
the extent that they provide services to the Corporation at rates that would be
charged by such directors for such services to arm's length parties. No such
amounts were paid to directors during the year ended December 31, 2001 other
than amounts paid to Dr. Long set forth herein.
Directors of the Corporation and its subsidiaries are also entitled to
participate in the 1996 Plan and the 1998 Plan. As at April 15, 2002, the
Corporation had outstanding options to purchase 985,000 Common Shares under the
1996 Plan, 370,000 of which have been granted to directors, and options to
purchase 2,831,700 Common Shares under the 1998 Plan, 275,000 of which have been
granted to directors.
(e) Employment Contracts
William P. Long, Chief Executive Officer of the Corporation, has
entered into an employment agreement with the Corporation dated January 1, 1998.
The term of the agreement commenced on January 1, 1998 and, unless earlier
terminated, expires on December 31, 2007. Pursuant to the agreement, Dr. Long is
paid a salary of U.S. $7,600 per month and an annual bonus, determined by the
board of directors of the Corporation, of not less than 10% of Dr. Long's annual
compensation. In the event the voting control of over 35% of the issued and
outstanding Common Shares is acquired by an individual or group (a "Change of
Control") and Dr. Long's employment agreement is terminated by the Corporation
or Dr. Long within 180 days before the Change of Control or at any time
thereafter, Dr. Long is entitled to be issued 200,000 Common Shares. Absent a
Change of Control, if Dr. Long's employment agreement is terminated for any
reason except by Dr. Long, by mutual consent, by the Corporation for cause, or
at the end of the term, Dr. Long is entitled to be issued 200,000 Common Shares.
(f) Compensation Committee Interlocks and Insider Participation
The Corporation's executive compensation program is administered by the
board of directors of the Corporation as the Corporation does not have an
independent compensation committee. The board of directors of the Corporation
12
currently consists of William Long, Robert Sheldon, James Golla and George
Hartman. In addition to evaluating and approving employment contracts for key
employees throughout the year, the board of directors formally considered
compensation issues five times during the 2001 fiscal year in connection with
the authorization of grants of options to purchase Common Shares. Dr. Long is
the Chief Executive Officer of the Corporation. None of the other directors is
an officer or employee of the Corporation. Although certain members of the board
are executive officers, none participates in the determination of his own salary
or bonus.
(g) Compensation Committee Report
Notwithstanding anything to the contrary set forth in any of the
Corporation's previous filings under the United States Securities Act of 1933,
as amended (the "Securities Act"), or the Exchange Act, that incorporates by
reference, in whole or in part, subsequent filings including, without
limitation, this Information Circular and Proxy Statement, the Compensation
Committee Report and the Performance Graph set forth below shall not be deemed
to be incorporated by reference into any such filings.
As required by the proxy rules promulgated by the Securities and
Exchange Commission (the "SEC") and applicable Canadian securities laws, this
Compensation Committee Report describes the overall compensation goals and
policies applicable to the executive officers of the Corporation, including the
basis for determining the compensation of executive officers for the 2001 fiscal
year.
Compensation Objectives and Policies
In determining the amount and composition of compensation for the
Corporation's executive officers, the board of directors is guided by several
factors. Because the Corporation has a small number of employees, compensation
practices are flexible in response to the needs and talents of the individual
officer, entrepreneurial, and geared toward rewarding contributions that enhance
shareholder value. Because the Corporation has no substantial revenues from
operations and needs capital for research and development, the Corporation keeps
salaries and bonuses at levels that the Corporation believes are lower than many
of the Corporation's competitors and compensates employees (including executive
officers) primarily in the form of stock options. The extensive use of stock
options is also designed to align the interest of the executive officers and
other employees with the long-term interests of the Corporation and to attract
and retain talented employees who can enhance the Corporation's value.
Compensation Components
Annual Base Salary. The Corporation's compensation of its executive
officers consists of three components: base salary, bonuses, and long-term
incentive awards in the form of stock options. The board establishes base
salaries based primarily on its subjective judgment, taking into consideration
both qualitative and quantitative factors. Among the factors considered by the
board are: (i) the qualifications and performance of each executive officer;
(ii) the performance of the Corporation as measured by such factors as progress
in product development and increased shareholder value; (iii) salaries provided
by other companies inside and outside the industry that are of a comparable size
13
and at a similar development stage, to the extent known; and (iv) the capital
position and needs of the Corporation. The board does not assign any specific
weights to these factors in determining salaries. It does, however, try to keep
base salaries as low as possible, consistent with the needs and status of the
executive officers, in order to preserve capital for future growth and
development.
Incentive Bonuses. The Corporation also compensates its executive
officers in the form of bonuses. Pursuant to the terms of an employment
agreement executed by the Corporation and the Corporation's Chief Executive
Officer, William P. Long, Dr. Long is entitled to receive a bonus, the amount of
which is determined by the board of directors but in no event is less than ten
percent of his annual base salary. In addition, the Corporation may pay bonuses
to other executive officers or key employees in the future as a reward for
significant and specific achievements that have a significant impact on
shareholder value. Because the Corporation does not have a history of earnings
per share, net income, or other conventional data to use as a benchmark for
determining the amount or existence of bonus awards, the board generally makes
such determinations based on its subjective evaluation of each individual's
contribution to the Corporation. In some cases, however, bonuses payable to
individuals may be tied to specific criteria identified at the time of
engagement. In the 2001 fiscal year, no executive officer received a bonus
except that received by Dr. Long, as described in greater detail below. The
board's action was based on its conclusion that, despite the superior personal
performance of the executive officers, no cash incentive bonuses other than the
mandatory bonus paid to Dr. Long should be awarded in the 2001 fiscal year due
to the lack of substantial revenue during the 2001 fiscal year.
Stock Options. The Corporation relies extensively on stock options to
compensate executive officers and other key employees. The 1996 Plan and the
1998 Plan are designed to give each option holder an interest in preserving and
maximizing shareholder value in the longer term, to reward option holders for
past performance and to give option holders the incentive to remain with the
Corporation long term. Individual grants are determined on the basis of the
board's assessment of an individual's current and expected future performance,
level of responsibilities, and the importance of his or her position with, and
contribution to, the Corporation. In the 2001 fiscal year, the board awarded
options to purchase 100,000 Common Shares to Dr. Long, 125,000 Common Shares to
Mr. Costin, 45,000 Common Shares to Mr. Dickinson and 30,000 Common Shares to
Mr. Lyon in order to ensure that they have a continued interest in setting
strategies and making decisions that enhance shareholder value.
14
Chief Executive Compensation for 2001
Based on the board's subjective impression of the salaries of
presidents or chief executive officers of similarly situated development stage
companies (both in and outside the industry), the value of the Common Shares,
the Corporation's progress in finding a market niche and exploiting its assets,
and the board's subjective assessment of the contribution of Dr. Long, the board
of directors determined in January, 1998 to retain Dr. Long's base salary at
U.S. $7,600 per month and guarantee him a bonus equal to at least 10% of his
annual salary. Based on all of the aforementioned factors, but primarily the
Corporation's lack of substantial revenue during the 2001 fiscal year, the board
determined to pay Dr. Long a bonus of U.S. $9,120 in respect of the 2001 fiscal
year, the minimum permitted under his employment contract.
The foregoing is submitted by the board of directors:
William P. Long
James Golla
Robert Sheldon
George Hartman
(h) Performance Graph
The following chart compares the total cumulative shareholder return
for U.S. $100 invested in the Common Shares with the total return of all shares
traded on the NASDAQ National Market and NASDAQ SmallCap Market (the "NASDAQ
Index") and the total return of shares included in the Standard & Poor's
Specialty Chemicals Index (the "S&P Specialty Chemicals Index").
[OBJECT OMITTED]
15
12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
-------- -------- -------- -------- --------
Altair International Inc. 100 46 27 10 9
Nasdaq Index 100 141 262 158 125
S&P Specialty Chemicals Index 100 84 91 79 73
Audit Committee and Audit Committee Report
------------------------------------------
Audit Committee. The Corporation is required to have an audit
committee, the function of which is to recommend the Corporation's independent
auditors and to review the Corporation's accounting practices, controls and all
services performed by the independent auditors.
The audit committee was comprised of James Golla, George Hartman and
Robert Sheldon during the 2001 fiscal year and, if elected by the shareholders,
each such director is expected to be a member of the audit committee during
2002. The audit committee met once during the fiscal year ended December 31,
2001. All members of the audit committee are independent according to Nasdaq's
independent director and audit committee listing standards.
Audit Committee Report(1). The audit committee has reviewed and
discussed the audited financial statements for fiscal year 2001 with management
and the independent auditors. Specifically, the audit committee discussed with
the independent auditors the matters required to be discussed by Statements on
Auditing Standards No. 61, or SAS 61. In addition, the audit committee discussed
with the independent auditors the auditors' independence from management and the
Corporation, including the matters in the written disclosures and the letter
from the independent auditors required by the Independence Standards Board,
Standard No. 1.
Based on the review and discussions with management and the independent
auditors described above, the audit committee recommended to the board of
directors that the Corporation's audited financial statements be included in its
Annual Report on Form 10-K for the year ended December 31, 2001, for filing with
the Securities and Exchange Commission.
Audit Committee Members
James Golla
George Hartman
Robert Sheldon
-----------------------------
(1) This section is not "soliciting material," is not deemed "filed"
with the Securities and Exchange Commission, and is not to be incorporated by
reference in any filing of the Company under the Securities Act of 1933 or the
Securities Exchange Act of 1934, each as amended, regardless of date or any
other general incorporation language in such filing.
16
Meetings of Directors and Nominating Committee
----------------------------------------------
During the fiscal year ended December 31, 2001, the board of directors
held four meetings, three of which were attended by all of the directors and one
of which was attended by William Long, George Hartman and James Golla. Robert
Sheldon, who was not in attendance at one of the board of director's meetings,
consented in writing to the transaction of business at the meeting. In addition,
the board of directors considered and acted on various matters throughout the
year by executing eighteen consent resolutions by unanimous written consent. The
Corporation does not maintain a standing nominating committee of the board of
directors.
Compliance with Section 16(a) of the United States Exchange Act
---------------------------------------------------------------
Section 16(a) of the Exchange Act requires the Corporation's officers
and directors to file reports concerning their ownership of Common Shares with
the SEC and to furnish the Corporation with copies of such reports. Based solely
upon the Corporation's review of the reports required by Section 16 and
amendments thereto furnished to the Corporation, the Corporation believes that
all reports required to be filed pursuant to Section 16(a) of the Exchange Act
were filed with the SEC on a timely basis, except for the following: A Form 4
with respect to 125,000 common shares and 125,000 warrants to purchase common
shares purchased by MBRT Trust on August 4, 2000 was due on September 10, 2000
but was not filed until April 30, 2001. The MBRT Trust is an irrevocable trust
established by William P. Long, Chief Executive Officer of the Company, and is
administered by an independent trustee for the benefit of the children of Mr.
Long. Mr. Long disclaims any beneficial interest in the common shares owned by
the MBRT Trust.
Certain Relationships and Related Transactions
The Corporation has entered into a consulting agreement with SRI
Consulting ("SRI") under which SRI has agreed to make available to the
Corporation the services of Dr. Eugene Thiers, a specialist on titanium and
titanium dioxide, to provide advice on global tehnoeconomic and market issues.
The aggregate amount paid by the Corporation to SRI under the consulting
agreement during the year ended December 31, 2001 was $10,000. Dr. Thiers serves
as a member of the board of directors of Altair Nanomaterials, Inc., a
wholly-owned subsidiary of the Corporation, for which he has received options to
purchase 275,000 Common Shares.
During the period January 1, 2001 through April 9, 2002, Louis Schnur,
a principal shareholder of the Corporation, and Toyota on Western, a business
controlled by Mr. Schnur, purchased 1,694,500 Common Shares and 2,582,500
warrants for total consideration of $2,811,300. The warrants have exercise
prices ranging from $1.50 to $5.00 and expiration dates ranging from March 26,
2006 to December 14, 2006, but may be triggered earlier dependent upon the
closing price of the Common Shares. In addition, Mr. Schnur exercised warrants
to purchase 713,333 Common Shares at $1.00 per share. These warrants had been
repriced to $1.00 per share from prices ranging from $4.00 to $8.00 per share.
In July 2001, Rebecca Long, daughter of William Long, Chief Executive
Officer of the Corporation, purchased 66,667 Common Shares and 66,667 warrants
for total consideration of $100,000. Of the warrants, 33,334 have an exercise
price of $2.50 and 33,333 have an exercise price of $3.50. All the warrants
expire on July 10, 2006 or the date 60 days following the fifth day the closing
price equals or exceeds $3.50.
17
In July 2001, Thomas Long, son of William Long, Chief Executive Officer
of the Corporation, purchased 66,667 Common Shares and 66,667 warrants for total
consideration of $100,000. Of the warrants, 33,334 have an exercise price of
$2.50 and 33,333 have an exercise price of $3.50. All the warrants expire on
July 10, 2006 or the date 60 days following the fifth day the closing price
equals or exceeds $3.50.
In October 2001, C. Patrick Costin, Vice President of the Corporation,
loaned $75,000 to the Corporation on a short-term, unsecured basis. The loan is
non-interest bearing and payable on demand. Through April 15, 2002, $50,000 of
this amount had been repaid.
During 2001, William Long, Chief Executive Officer of the Corporation
made loans to the Corporation totaling $63,000 on a short-term, unsecured basis.
The loans are non-interest bearing and payable on demand. No repayments have
been made through April 15, 2002.
Indebtedness of Officers and Directors to the Corporation
---------------------------------------------------------
No officer or director of the Corporation was indebted to the
Corporation as of December 31, 2001 or as at the date of this Information
Circular.
Interest of Insiders in Material Transactions
---------------------------------------------
Except as otherwise disclosed herein, no insider of the Corporation has
any interest in material transactions involving the Corporation.
Vote Required
-------------
In connection with the election of directors, the five nominees
receiving the highest number of votes will be elected.
18
PROPOSAL NO. 2 -- RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
Ratification of the appointment by the board of directors of Deloitte &
Touche LLP as the independent public accountants for the Company for the fiscal
year ending December 31, 2002, and authorization of the board of directors to
set their remuneration, is to be voted upon at the Meeting. Representatives of
Deloitte & Touche LLP are not expected to be present at the Meeting to answer
questions or make a statement.
Audit Fees
----------
The Corporation was billed $61,590 for professional services rendered
for the audit of its financial statements for the year ended December 31, 2001,
the review of the financial statements included in the Corporation's quarterly
reports for such year and review of SEC registration statements during the year.
Financial Information Systems Design and Implementation and All Other Fees
--------------------------------------------------------------------------
During the 2001 fiscal year, Deloitte & Touche LLP were not
commissioned to provide any services other than the audit and review services
described in "Audit Fees" above.
Change of Independent Auditors During 2001
------------------------------------------
McGovern, Hurley, Cunningham, LLP, Chartered Accountants, the
independent public accountants initially retained by the Corporation for the
fiscal year ended December 31, 2000, were dismissed as of March 20, 2001. The
decision to change the Corporation's independent public auditors was recommended
by management and approved by the board of directors and the audit committee of
the Corporation. In connection with the audit of the Corporation's financial
statements for the fiscal years ended December 31, 1999 and December 31, 1998
and the subsequent interim period ended March 20, 2001, there were no
disagreements with McGovern, Hurley, Cunningham on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreement if not resolved to McGovern, Hurley, Cunningham's
satisfaction would have caused them to make reference in connection with their
opinion to the subject matter of the disagreement. The audit reports of
McGovern, Hurley, Cunningham on the consolidated financial statements of the
Corporation and its subsidiaries as of and for the fiscal years ended December
31, 1999 and December 31, 1998 did not contain any adverse opinion or disclaimer
of opinion, nor were they qualified or modified as to uncertainty, audit scope,
or accounting principles.
Pursuant to the recommendation of management and the approval of the
board of directors and audit committee of the Corporation, the Corporation
appointed Deloitte & Touche LLP as the Corporation's independent public
accountants for the fiscal year ended December 31, 2000. No consultations
occurred between the Corporation and Deloitte & Touche during the two fiscal
years and any interim period preceding the appointment of Deloitte & Touche
regarding the application of accounting principles, the type of audit opinion
19
that might be rendered or other accounting, auditing or financial reporting
issues. The Corporation engaged Deloitte & Touche effective March 20, 2001.
Vote Required and Recommendation of the Board of Directors
----------------------------------------------------------
The affirmative vote of a majority of the votes cast on this proposal
shall constitute ratification of the appointment of Deloitte & Touche LLP. Under
the OBCA, once a quorum is established, shareholder approval with respect to a
particular resolution is generally obtained when the votes cast in favour of the
proposal exceed the votes cast against such proposal. Accordingly, abstentions
and broker non-votes will not have the effect of being considered as votes cast
against the ratification of the appointment of Deloitte & Touche LLP.
The board of directors recommends a vote FOR ratification of the
appointment of Deloitte & Touche LLP as independent public accountants for the
fiscal year ending December 31, 2002 and authorization of the board of directors
to set their remuneration.
20
PROPOSAL NO. 3 -- APPROVAL OF PROPOSED REDOMESTICATION
The Board has proposed the approval of a special resolution (the
"Redomestication Resolution") in the form attached hereto as Exhibit A,
authorizing the filing of articles of continuance, a copy of which are attached
hereto as Exhibit E, having the effect of: (a) continuing the Corporation under
the laws of Canada's federal corporate statute, called the Canada Business
Corporations Act (the "CBCA"); (b) changing the name of the Corporation to
"Altair Nanotechnolgies Inc." or such other name as is acceptable to Industry
Canada and the applicable regulatory authorities; (c) authorizing the directors
to appoint one or more additional directors between meetings of shareholders to
hold office for a term expiring until not later than the next annual meeting of
shareholders provided that the total number of directors so appointed may not
exceed one third of the number of directors elected at the previous annual
meeting of shareholders; (d) authorizing the Corporation to have meetings of
shareholders outside of Canada in the State of Nevada; and (e) authorizing the
board of directors from time to time and in such amounts and on such terms as it
deems expedient, to: (I) borrow money on the credit of the Corporation; (II)
issue, sell or pledge debt obligations (including bonds, debentures, notes or
other similar obligations, secured or unsecured) of the Corporation; and (III)
charge, mortgage, hypothecate or pledge all of any of the currently owned or
subsequently acquired real or personal, movable or immovable, property of the
Corporation, including book debts, rights, powers, franchises and undertaking,
to secure any debt obligations or any money borrowed, or other debt or liability
of the Corporation.
If the Redomestication Resolution is approved at the Meeting, the board
of directors intends to cause it to become effective on or about o.
Notwithstanding that the Redomestication Resolution may be duly passed by the
shareholders of the Corporation, the Redomestication Resolution will authorize
the directors to revoke it before it is acted on without further approval of the
shareholders of the Corporation.
Purpose and Effect of Proposed Continuance
------------------------------------------
The effect of the proposed continuance, which would be called a
"redomestication" under most corporate statutes in the United States, will be to
cause the Corporation to be governed by Canada's federal corporate statute,
called the Canada Business Corporations Act, rather than the corporate statute
of the province of Ontario, being the Business Corporations Act Ontario. The
Corporation intends to affect the Continuance because its business is
increasingly being conducted on an international basis and operating as a
federal company will be more consistent with the Corporation's international
focus. Moreover, a minimum of 25% of the directors of a company incorporated
under the CBCA must be resident Canadians whereas 50% of the directors of a
company incorporated under the OBCA must be resident Canadians. Thus, the CBCA's
residency requirements will increase the number of qualified nominees for the
board from which the Corporation may draw.
21
Rights of Shareholders under the CBCA
-------------------------------------
The management of the Corporation has reviewed the proposed continuance
with counsel and believes that, except as described in this Information
Circular, the CBCA provides to shareholders substantively the same rights as are
available to shareholders under the OBCA, including the right of dissent and
appraisal and the right to bring derivative actions and oppression actions. The
CBCA is consistent with the corporate legislation in most other Canadian
jurisdictions, and management of the Corporation does not consider there to be
any material difference in the respective rights of shareholders thereunder with
respect to the transactions described herein other than permitting the
Corporation to have meetings of shareholders outside of Canada. See "Purpose of
Providing for Meetings Outside of Canada." Herein.
Purpose of Proposed Name Change
-------------------------------
The Corporation intends to affect the Name Change to reflect the
Corporation's strategy of focusing its business on the supply of nano materials
world-wide and to reflect the Corporation's position in the nanotechnology
sector.
Purpose and Effect of Proposed Authorization of the Directors Respecting
Appointments to the Board
--------------------------------------------------------------------------------
As described in "Proposal No.1 - Election of Directors", the directors
of the Corporation are currently authorized to determine the size of the board
within the range set forth in the Articles, pursuant to a special resolution of
the shareholders passed June 27, 1988 empowering the directors to do so. Such
special resolution will not continue to apply following the continuance of the
Corporation to the CBCA. In order for the board to continue to have the right to
determined the size of the board, within the specified range, following the
Corporation's continuation under the CBCA, such a provision must appear directly
in the Articles. Accordingly, in connection with the Redomestication Resolution,
shareholders are being asked to authorize an amendment to the Corporation's
Articles to include the aforementioned provision in order that the directors may
continue, in the same manner as presently permitted under the OBCA, to determine
the size of the board of directors, within the range set forth in the Articles,
following the continuance under the CBCA.
Purpose of Providing for Meetings Outside of Canada
---------------------------------------------------
Under the CBCA, a corporation may hold meetings of shareholders outside
of Canada if the place of the meetings is specified in its articles. The
Corporation proposes to provide in its new articles that meetings of
shareholders may take place in the State of Nevada. As a majority of the
Corporation's employees and officers are located in Nevada and a large number of
shareholders of the Corporation are resident outside of Canada, it is expected
that holding meetings in the State of Nevada will be more efficient from both a
cost and timing perspective.
Purpose of Authorizing Directors to Conduct Certain Financial Matters
---------------------------------------------------------------------
Under the OBCA, the board of directors is automatically authorized to,
among other things, borrow money on the credit of the Corporation, issue or
pledge debt obligations or charge or mortgage property of the Corporation under
22
the Corporation's by-laws. If the Corporation continues under the CBCA,
authority to take such actions must be expressly set forth in a company's
articles if such authority is to be effective in all Canadian jurisdictions.
Accordingly, in order to preserve the board's authority to (I) borrow money on
the credit of the Corporation; (II) issue, sell or pledge debt obligations
(including bonds, debentures, notes or other similar obligations, secured or
unsecured) of the Corporation; and (III) charge, mortgage, hypothecate or pledge
all of any of the currently owned or subsequently acquired real or personal,
movable or immovable, property of the Corporation, including book debts, rights,
powers, franchises and undertaking, to secure any debt obligations or any money
borrowed, or other debt or liability of the Corporation, the Redomestication
Resolution adds authorising provisions to the Corporation's new articles.
Vote Required and Recommendation of the Board of Directors
----------------------------------------------------------
The Redomestication Resolution must be approved by the affirmative vote
of not less than two-thirds of the votes cast in respect of the proposal by the
holders of Common Shares. Abstentions and broker non-votes will not have the
effect of being considered as votes cast against approval of the Redomestication
Resolution.
The board of directors recommends a vote FOR the proposed Redomestication
Resolution.
Rights of Dissenting Shareholders
---------------------------------
Pursuant to the provisions of Section 185 of the OBCA, any registered
holder of Common Shares has the right to dissent from the Redomestication
Resolution and, if such shareholder dissents in the manner as provided in the
OBCA, such shareholder is entitled to be paid the fair value of his or her
shares determined as of the close of business on the day before such resolution
is adopted. A holder of Common Shares may only exercise the right of dissent
under Section 185 of the OBCA in respect of Common Shares which are registered
in that holder's name.
Any registered shareholder who wishes to dissent must provide the
Corporation with a written objection to the Redomestication Resolution at or
prior to the Meeting. The execution or exercise of a proxy does not constitute a
written objection. A vote in favour of the Redomestication Resolution will
deprive a shareholder of further rights pursuant to Section 185 of the OBCA.
On receipt from the Corporation of notice that the Redomestication
Resolution has been adopted or passed, such dissenting shareholder must within
twenty (20) days after receipt of such notice (or if such notice is not
received, within twenty (20) days of learning that the Redomestication
Resolution has been adopted) send to the Corporation a written notice containing
his or her name and address, the number and class of shares in respect of which
he dissents and a demand for payment of the fair value of such shares. Within
thirty (30) days thereafter the dissenting shareholder must send the
certificates representing the shares in respect of which he dissents to the
Corporation or its transfer agent. For full details as to the manner in which
the right of dissent is to be implemented, Section 185 of the OBCA should be
23
consulted, a copy of which section is set out in Exhibit B hereto. It is
recommended that shareholders who wish to pursue rights of dissent consult their
own legal advisor with respect to the relevant statutory provisions and the
procedures to be followed.
24
PROPOSAL NO. 4 - APPROVAL OF NEW BY-LAW
At the Meeting, shareholders will be asked to consider and, if thought
to be appropriate, approve a resolution adopting By-law No 1 (the "By-law
Resolution"). The text of the By-law Resolution is attached as Exhibit D hereto.
Purpose and Effect of By-Law Resolution
---------------------------------------
In connection with the continuance from the OBCA to the CBCA, the
Corporation is required to adopt a new general by-law of the Corporation that
addresses the provisions of the CBCA and to cancel the current general by-law of
the Corporation. The effect of the By-law resolution is to cancel the current
general by-law and replace it with proposed By-law No. 1. By-law No. 1 does not
differ in any material respect from the current general by-law of the
Corporation, except that it addresses the requirements of the CBCA (rather than
the OBCA). The full text of By-law No. 1 is attached hereto as Exhibit C.
By-law No. 1 governs all aspects of the business and affairs of the
Corporation, such as the establishment of a quorum for meetings of directors and
shareholders, the conduct of such meeting, signing authorities, the appointment
of officers, the description of certain officers' duties, the establishment of
committees of the board of directors, the authority of persons to contract on
behalf of the Corporation and similar matters.
Vote Required and Recommendation of the Board of Directors
----------------------------------------------------------
The By-law Resolution must be approved by the affirmative vote of at
least a majority of the votes cast in respect of the proposal by the holders of
Common Shares. Abstentions and broker non-votes will not have the effect of
being considered as votes cast against approval of the By-law Resolution.
The board of directors recommends a vote FOR the proposed By-law Resolution.
25
OTHER MATTERS
Proposals of Shareholders
-------------------------
In order to be included in the proxy statement and form of proxy
relating to the Corporation's annual meeting of shareholders to be held in 2003,
proposals which shareholders intend to present at such annual meeting must be
received by the corporate secretary of the Corporation, at the Corporation's
executive offices, 1725 Sheridan Avenue, Suite 140, Cody, Wyoming 82414, no
later than [anniversary of 120 days prior to mailing]. Pursuant to rules adopted
by the SEC, if a shareholder intends to propose any matter for a vote at the
Corporation's annual meeting of shareholders to be held in the 2003 calendar
year, but fails to notify the Corporation of such intention prior to
[anniversary of 45 days prior to mailing], then a proxy solicited by the board
of directors may be voted on such matter in the discretion of the proxy holder,
without discussion of the matter in the proxy statement soliciting such proxy
and without such matter appearing as a separate item on the proxy card.
Undertakings
------------
Upon written or oral request, the Corporation will provide, without
charge, to each person to whom a copy of this Information Circular has been
delivered, a copy of the Corporation's Annual Report on Form 10-K for the year
ended December 31, 2001 filed with the SEC (other than the exhibits except as
expressly requested). Requests should be directed to Edward Dickinson, Chief
Financial Officer, at 230 South Rock Boulevard, Suite 21, Reno, Nevada 89502,
U.S.A., or at the following telephone number: (775) 857-1966.
Items Incorporated By Reference
-------------------------------
The Corporation has delivered herewith a copy of the Corporation's
Annual Report for the fiscal year ended December 31, 2001, including the
financial statements and schedules thereto. The supplementary financial
information, management's discussion and analysis of financial condition and
results of operations, and audit report and financial statements from such
Annual Report are incorporated in this Information Circular by reference.
* * * * * * * * *
26
The contents and sending of this Information Circular have been
approved by the directors of the Corporation.
DATED as of the __nd day of April, 2002.
ALTAIR INTERNATIONAL INC.
/s/ William Long
------------------------------------------
William Long, Chief Executive Officer
EXHIBIT A
SPECIAL RESOLUTION OF THE SHAREHOLDERS
OF ALTAIR INTERNATIONAL INC. (the "Corporation")
RE: REDOMESTICATION
BE IT RESOLVED AS A SPECIAL RESOLUTION:
1. The Corporation is hereby authorized to file Articles of Continuance
to:
(a) continue the Corporation under the laws of Canada pursuant to the
provisions of the Canada Business Corporations Act (the "CBCA");
(b) change the name of the Corporation to Altair Nanotecholgies Inc. or
such other name as is acceptable to Industry Canada and the applicable
regulatory authorities;
(c) authorize the directors to appoint one or more additional directors
between meetings of shareholders to hold office for a term expiring
until not later than the next annual meeting of shareholders provided
that the total number of directors so appointed may not exceed one
third of the number of directors elected at the previous annual meeting
of shareholders;
(d) authorize the Corporation to have meetings of shareholders outside of
Canada in the State of Nevada; and
(e) authorize the board of directors from time to time and in such amounts
and on such terms as it deems expedient, to: (I) borrow money on the
credit of the Corporation; (II) issue, sell or pledge debt obligations
(including bonds, debentures, notes or other similar obligations,
secured or unsecured) of the Corporation; and (III) charge, mortgage,
hypothecate or pledge all of any of the currently owned or subsequently
acquired real or personal, movable or immovable, property of the
Corporation, including book debts, rights, powers, franchises and
undertaking, to secure any debt obligations or any money borrowed, or
other debt or liability of the Corporation.
2. Any director or officer of the Corporation is hereby authorized and
directed, acting for, in the name of and on behalf of the Corporation,
to execute, under the seal of the Corporation or otherwise and to
deliver Articles of Continuance substantially in the form attached to
the management information circular and proxy statement as Exhibit E,
in duplicate, to the Director under the CBCA.
3. Any director of officer of the Corporation is hereby authorized to make
application to the Ministry of Consumer and Business Services (the
"Ministry") of Ontario for the Ministry's authorization to permit such
continuance.
4. Notwithstanding that this special resolution has been duly passed by
the shareholders of the Corporation, the directors are hereby
authorized and directed to revoke this special resolution before it is
acted on without further approval of the shareholders of the
Corporation.
5. Any director or officer of the Corporation is hereby authorized and
directed, acting for, in the name of and on behalf of the Corporation,
to execute or cause to be executed, under the seal of the Corporation
or otherwise and to deliver or to cause to be delivered, all such other
deeds, documents, instruments and assurances and to do or cause to be
done all such other acts and things, as in the opinion of such director
or officer of the Corporation may be necessary or desirable to carry
out the terms of the foregoing special resolution.
EXHIBIT B
SECTION 185 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)
Section 185:
(1) Rights of dissenting shareholders Subject to subsection (3) and to
sections 186 and 248, if a corporation resolves to,
(a) amend its articles under section 168 to add, remove or change
restrictions on the issue, transfer or ownership of shares of a class
or series of the shares of the corporation;
(b) amend its articles under section 168 to add, remove or change any
restriction upon the business or businesses that the corporation may
carry on or upon the powers that the corporation may exercise;
(c) amalgamate with another corporation under sections 175 and 176;
(d) be continued under the laws of another jurisdiction under section 181;
or
(e) sell, lease or exchange all or substantially all its property under
subsection 184(3),
a holder of shares of any class or series entitled to vote on the resolution may
dissent. R.S.O. 1990, c. B.16, s. 185(1).
(2) Idem
If a corporation resolves to amend its articles in a manner referred to in
subsection 170(1), a holder of shares of any class or series entitled to vote on
the amendment under section 168 or 170 may dissent, except in respect of an
amendment referred to in,
(a) clause 170(1)(a), (b) or (e) where the articles provide that the
holders of shares of such class or series are not entitled to dissent;
or
(b) subsection 170(5) or (6). R.S.O. 1990, c.13.16, s. 185(2).
(3) Exception
A shareholder of a corporation incorporated before the 29th day of July, 1983 is
not entitled to dissent under this section in respect of an amendment of the
articles of the corporation to the extent that the amendment,
(a) amends the express terms of any provision of the articles of the
corporation to conform to the terms of the provision as deemed to be
amended by section 277; or
(b) deletes from the articles of the corporation all of the objects of the
corporation set out in its articles, provided that the deletion is made
by the 29th day of July, 1986. R.S.O. 1990, c. B.16, s. 185(3).
(4) Shareholder's right to be paid fair value
In addition to any other right the shareholder may have, but subject to
subsection (30), a shareholder who complies with this section is entitled, when
the action approved by the resolution from which the shareholder dissents
becomes effective, to be paid by the corporation the fair value of the shares
held by the shareholder in respect of which the shareholder dissents, determined
as of the close of business on the day before the resolution was adopted. R.S.O.
1990, c. B.16, s. 185(4).
(5) No partial dissent
A dissenting shareholder may only claim under this section with respect to all
the shares of a class held by the dissenting shareholder on behalf of any one
beneficial owner and registered in the name of the dissenting shareholder.
R.S.O. 1990, c. B.16, s. 185(5).
(6) Objection
A dissenting shareholder shall send to the corporation, at or before any meeting
of shareholders at which a resolution referred to in subsection (1) or (2) is to
be voted on, a written objection to the resolution, unless the corporation did
not give notice to the shareholder of the purpose of the meeting or of the
shareholder's right to dissent. R.S.O. 1990, c. B.16, s. 185(6).
(7) Idem
The execution or exercise of a proxy does not constitute a written objection for
purposes of subsection (6). R.S.O. 1990, c. B.16, s. 185(7).
(8) Notice of adoption of resolution
The corporation shall, within ten days after the shareholders adopt the
resolution, send to each shareholder who has filed the objection referred to in
subsection (6) notice that the resolution has been adopted, but such notice is
not required to be sent to any shareholder who voted for the resolution or who
has withdrawn the objection. R.S.O. 1990, c. B.16, s. 185(8).
(9) Idem
A notice sent under subsection (8) shall set out the rights of the dissenting
shareholder and the procedures to be followed to exercise those rights. R.S.O.
1990, c. B.16, s. 185(9). (10) Demand for payment of fair value A dissenting
shareholder entitled to receive notice under subsection (8) shall, within twenty
days after receiving such notice, or, if the shareholder does not receive such
notice, within twenty days after learning that the resolution has been adopted,
send to the corporation a written notice containing, (a) the shareholder's name
and address;
(b) the number and class of shares in respect of which the shareholder
dissents; and
(c) a demand for payment of the fair value of such shares. R.S.O. 1990, c.
B.16, s. 185(10).
(11) Certificates to be sent in
Not later than the thirtieth day after the sending of a notice under subsection
(10), a dissenting shareholder shall send the certificates representing the
shares in respect of which the shareholder dissents to the corporation or its
transfer agent. R.S.O. 1990, c. B.16, s. 185(11).
(12) Idem
A dissenting shareholder who fails to comply with subsections (6), (10) and (11)
has no right to make a claim under this section. R.S.O. 1990, c. B.16, s.
185(12).
(13) Endorsement on certificate A corporation or its transfer agent
shall endorse on any share certificate received under subsection (11) a notice
that the holder is a dissenting shareholder under this section and shall return
forthwith the share certificates to the dissenting shareholder. R.S.O. 1990, c.
B.16, s. 185(13).
(14) Rights of dissenting shareholder
On sending a notice under subsection (10), a dissenting shareholder ceases to
have any rights as a shareholder other than the right to be paid the fair value
of the shares as determined under this section except where,
(a) the dissenting shareholder withdraws notice before the corporation
makes an offer under subsection (15);
(b) the corporation fails to make an offer in accordance with subsection
(15) and the dissenting shareholder withdraws notice; or
(c) the directors revoke a resolution to amend the articles under
subsection 168(3), terminate an amalgamation agreement under subsection
176(5) or an application for continuance under subsection 181(5), or
abandon a sale, lease or exchange under subsection 184(8),
in which case the dissenting shareholder's rights are reinstated as of the date
the dissenting shareholder sent the notice referred to in subsection (10), and
the dissenting shareholder is entitled, upon presentation and surrender to the
corporation or its transfer agent of any certificate representing the shares
that has been endorsed in accordance with subsection (13), to be issued a new
certificate representing the same number of shares as the certificate so
presented, without payment of any fee. R.S.O. 1990, c. B.16, s. 185(14).
(15) Offer to pay
A corporation shall, not later than seven days after the later of the day on
which the action approved by the resolution is effective or the day the
corporation received the notice referred to in subsection (10), send to each
dissenting shareholder who has sent such notice,
(a) a written offer to pay for the dissenting shareholder's shares in an
amount considered by the directors of the corporation to be the fair
value thereof, accompanied by a statement showing how the fair value
was determined; or
(b) if subsection (30) applies, a notification that it is unable lawfully
to pay dissenting shareholders for their shares. R.S.O. 1990, c. B.16,
s. 185(15).
(16) Idem
Every offer made under subsection (15) for shares of the same class or series
shall be on the same terms. R.S.O. 1990, c. B.16, s. 185(16).
(17) Idem
Subject to subsection (30), a corporation shall pay for the shares of a
dissenting shareholder within ten days after an offer made under subsection (15)
has been accepted, but any such offer lapses if the corporation does not receive
an acceptance thereof within thirty days after the offer has been made. R.S.O.
1990, c. B.16, s. 185(17).
(18) Application to court to fix fair value
Where a corporation fails to make an offer under subsection (15) or if a
dissenting shareholder fails to accept an offer, the corporation may, within
fifty days after the action approved by the resolution is effective or within
such further period as the court may allow, apply to the court to fix a fair
value for the shares of any dissenting shareholder. R.S.O. 1990, c. B.16, s.
185(18).
(19) Idem
If a corporation fails to apply to the court under subsection (18), a dissenting
shareholder may apply to the court for the same purpose within a further period
of twenty days or within such further period as the court may allow. R.S.O.
1990, c. B.16, s. 185(19).
(20) Idem
A dissenting shareholder is not required to give security for costs in an
application made under subsection (18) or (19). R.S.O. 1990, c. B.16, s.
185(20).
(21) Costs
If a corporation fails to comply with subsection (15), then the costs of a
shareholder application under subsection (19) are to be borne by the corporation
unless the court otherwise orders. R.S.O. 1990, c. B.16, s. 185(21).
(22) Notice to shareholders
Before making application to the court under subsection (18) or not later than
seven days after receiving notice of an application to the court under
subsection (19), as the case may be, a corporation shall give notice to each
dissenting shareholder who, at the date upon which the notice is given,
(a) has sent to the corporation the notice referred to in subsection (10);
and
(b) has not accepted an offer made by the corporation under subsection
(15), if such an offer was made, of the date, place and consequences of
the application and of the dissenting shareholder's right to appear and
be heard in person or by counsel, and a similar notice shall be given
to each dissenting shareholder who, after the date of such first
mentioned notice and before termination of the proceedings commenced by
the application, satisfies the conditions set out in clauses (a) and
(b) within three days after the dissenting shareholder satisfies such
conditions. R.S.O. 1990, c. B.16, s. 185(22).
(23) Parties joined
All dissenting shareholders who satisfy the conditions set out in clauses (22)
(a) and (b) shall be deemed to be joined as parties to an application under
subsection (18) or (19) on the later of the date upon which the application is
brought and the date upon which they satisfy the conditions, and shall be bound
by the decision rendered by the court in the proceedings commenced by the
application. R.S.O. 1990, c. B.16, s. 185(23).
(24) Idem
Upon an application to the court under subsection (18) or (19), the court may
determine whether any other person is a dissenting shareholder who should be
joined as a party, and the court shall fix a fair value for the shares of all
dissenting shareholders. R.S.O. 1990, c. B.16, s. 185(24).
(25) Appraisers
The court may in its discretion appoint one or more appraisers to assist the
court to fix a fair value for the shares of the dissenting shareholders. R.S.O.
1990, c. B.16, s. 185(25).
(26) Final order
The final order of the court in the proceedings commenced by an application
under subsection (18) or (19) shall be rendered against the corporation and in
favour of each dissenting shareholder who, whether before or after the date of
the order, complies with the conditions set out in clauses (22) (a) and (b).
R.S.O. 1990, c. B.16, s. 185(26).
(27) Interest
The court may in its discretion allow a reasonable rate of interest on the
amount payable to each dissenting shareholder from the date the action approved
by the resolution is effective until the date of payment. R.S.O. 1990, c. B.16,
s. 185(27).
(28) Where corporation unable to pay
Where subsection (30) applies, the corporation shall, within ten days after the
pronouncement of an order under subsection (26), notify each dissenting
shareholder that it is unable lawfully to pay dissenting shareholders for their
shares. R.S.O. 1990, c. B.16, s. 185(28).
(29) Idem
Where subsection (30) applies, a dissenting shareholder, by written notice sent
to the corporation within thirty days after receiving a notice under subsection
(28), may,
(a) withdraw a notice of dissent, in which case the corporation is deemed
to consent to the withdrawal and the shareholder's full rights are
reinstated; or
(b) retain a status as a claimant against the corporation, to be paid as
soon as the corporation is lawfully able to do so or, in a liquidation,
to be ranked subordinate to the rights of creditors of the corporation
but in priority to its shareholders. R.S.O. 1990, c. B.16, s. 185(29).
(30) Idem
A corporation shall not make a payment to a dissenting shareholder under this
section if there are reasonable grounds for believing that,
(a) the corporation is or, after the payment, would be unable to pay its
liabilities as they become due; or
(b) the realizable value of the corporation's assets would thereby be less
than the aggregate of its liabilities. R.S.O. 1990, c. B.16, s.
185(30).
(31) Court order
Upon application by a corporation that proposes to take any of the actions
referred to in subsection (1) or (2), the court may, if satisfied that the
proposed action is not in all the circumstances one that should give rise to the
rights arising under subsection (4), by order declare that those rights will not
arise upon the taking of the proposed action, and the order may be subject to
compliance upon such terms and conditions as the court thinks fit and, if the
corporation is an offering corporation, notice of any such application and a
copy of any order made by the court upon such application shall be served upon
the Commission. 1994, c. 27, s.71(24).
(32) Commission may appear
The Commission may appoint counsel to assist the court upon the hearing of an
application under subsection (31), if the corporation is an offering
corporation. 1994, c. 27, s. 71(24).
EXHIBIT C
BY-LAW NO. 1
a by-law relating generally to the transaction of the business and
affairs of ALTAIR NANOTECHNOLOGIES INC. (the "Corporation")
INTERPRETATION
1. General - In this by-law:
(a) "Act" means the Canada Business Corporations Act and the
regulations thereunder, as from time to time amended, and
every statute or regulation (as the case may be) that may be
substituted therefor and, in the case of such amendment or
substitution, any reference in the by-laws of the Corporation
shall be read as referring to the amended or substituted
provisions therefor;
(b) "Board" means the board of directors of the Corporation;
(c) "by-laws" means any by-law of the Corporation from time to time in
force and effect;
(d) "meetings of shareholders" includes annual and special meetings;
(e) all terms contained in the by-laws which are defined in the Act shall
have the meanings given to such terms in the Act, unless the context
otherwise requires;
(f) words importing the singular number only shall include the plural and
vice versa; words importing the masculine gender shall include the
feminine and neuter gender; words importing persons shall include
bodies corporate, syndicates, partnerships, trusts and any number or
aggregate of persons;
(g) the invalidity or unenforceability of any provision in this by-law
shall not affect the validity or enforceability of the remaining
provisions of this by-law; and
(h) the insertion of headings in this by-law are for convenience of
reference only and shall not affect its construction or interpretation.
DIRECTORS
2. Indemnification - To the maximum extent permitted by law, the
Corporation shall indemnify a director or officer of the Corporation, a
former director or officer of the Corporation, or another individual
who acts or acted at the Corporation's request as a director or
officer, or an individual acting in a similar capacity, of another
entity, against all costs, charges and expenses, including any amount
paid to settle an action or satisfy a judgement, reasonably incurred by
the individual in respect of any civil, criminal, administrative,
investigative or other proceeding in which the individual is involved
because of that association with the Corporation or other entity.
The provisions for indemnification contained in the by-laws shall not
be deemed exclusive of any other rights to which any person seeking
indemnification may be entitled under any agreement, vote of
shareholders or directors or otherwise, both as to action in the
individual's official capacity and as to action in another capacity,
and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs
and legal representatives of such a person.
MEETINGS OF DIRECTORS
3. Quorum - A quorum at any meeting of directors is:
(a) where the articles set out the number of directors, a majority of that
number; or
(b) where the articles set out the minimum and maximum number of
directors, a majority of the number of directors which then
constitutes the Board.
4. Calling of Meetings - The Board, the Chief Executive Officer, the
President or any director may at any time call a meeting of the Board
to be held at the time and place determined by the Board or by the
person calling the meeting, as the case may be. Notice of every meeting
so called shall be given to each director not less than 2 days
(exclusive of Saturdays, Sundays and days on which banks generally are
closed for business in the Province of Ontario) before the day on which
the meeting is to be held.
5. Chair - The Chairperson or, if none, or in the Chairperson's absence
from a meeting of the Board, the Chief Executive Officer, the President
or, if none, or in the Chief Executive Officer and President's absence,
a director chosen by the directors present shall chair each meeting of
the Board.
6. First Meeting of New Board - If a quorum of directors is present, each
newly elected Board may hold its first meeting immediately following
the meeting of shareholders at which such Board was elected, without
notice.
7. Votes to Govern - Unless otherwise required by the articles or by law,
at all meetings of the Board, every question shall be decided by a
majority of the votes cast on the question. In the case of an equality
of votes, the chair of the meeting shall have a casting vote.
OFFICERS
In addition to any officers that may be appointed and the respective
powers and duties given to such officers, the following officers of the
Corporation, if appointed, shall have the following powers and duties:
8. Chairperson - Subject to the authority of the Board, the Chairperson,
if one is appointed, shall have such powers and duties as are specified
by the Board and, when present, shall chair all meetings of the Board
and all meetings of shareholders.
9. President - Subject to the authority of the Board and subject to the
duties imposed upon the Chairperson, if one is appointed, the
President, if one is appointed, shall be responsible for the general
supervision of the business and affairs of the Corporation.
10. Secretary - Subject to the authority of the Board, the Secretary, if
one is appointed, shall:
(a) give or cause to be given all notices required to be given to
shareholders, directors, auditors and members of committees; and
(b) attend all meetings of directors, shareholders and committees and enter
or cause to be entered in books kept for that purpose minutes of all
proceedings at such meetings.
The Secretary may delegate all or part of the Secretary's duties to a
nominee from time to time. documents and contracts
11. Execution of Instruments - Deeds, transfers, assignments, contracts and
any other documents of the Corporation shall be signed by any one of
the Chief Executive Officer, the president or a vice-president or a
director and by the secretary or the treasurer or an assistant
secretary or an assistant treasurer or another director.
Notwithstanding any provision to the contrary contained in the by-laws,
the Board may at any time or times direct the manner in which and the
person or persons by whom any particular deed, transfer, assignment,
contract or other document, or any class of deeds, transfers,
assignments, contracts or other documents, shall be signed.
MEETINGS OF SHAREHOLDERS
12. Notice - Notice of the time and place of a meeting of shareholders
shall be sent not less than 10 days before the meeting.
13. Meetings Held By Electronic Means - If the directors or shareholders of
the Corporation call a meeting of shareholders, those directors or
shareholders, as the case may be, may determine that the meeting shall
be held, in accordance with the Act, entirely by means of a telephonic,
electronic or other communication facility that permits all
participants to communicate adequately with each other during the
meeting.
14. Quorum - A quorum of shareholders for the transaction of business is
present at a meeting of shareholders if not less than two persons
entitled to vote at the meeting are present in person.
15. Chair - The Chairperson or, if none is appointed, or in the
Chairperson's absence from a meeting of shareholders, the Chief
Executive Officer or President shall chair all meetings of
shareholders. If there is no Chairperson, President or Chief Executive
Officer, or if none of them is present within 15 minutes after the time
appointed for holding the meeting, the persons present at the meeting
and entitled to vote thereat shall vote to appoint one of their number
to be the chair of the meeting.
16. Persons Entitled To Be Present - The only persons entitled to attend a
meeting of shareholders are those entitled to vote thereat, the members
of the Board, the auditor of the Corporation, if any, and any others
who are entitled or required under any provision of the Act or the
by-laws to be present at the meeting. Any other person may be admitted
only on the invitation of the chair of the meeting or with the consent
of the meeting.
17. Scrutineers - At each meeting of shareholders, one or more scrutineers
may be appointed to serve at the meeting by a resolution of the meeting
or by the chair of the meeting with the consent of the meeting. Such
scrutineers need not be shareholders of the Corporation.
18. Voting
(a) Whenever a vote by a show of hands has been taken upon a question,
every person present and entitled to vote has one vote. Unless a ballot
is demanded, a declaration by the chair of the meeting that the vote
upon the question has been carried or carried by a particular majority
or not carried and an entry to that effect in the minutes of the
meeting is prima facie evidence of the fact, without proof of the
number or proportion of the votes recorded in respect of the question.
A demand for a ballot may be withdrawn at any time prior to the taking
of the ballot.
(b) Upon a ballot, each shareholder who is present or represented by proxy
is entitled, in respect of the shares which the shareholder is entitled
to vote at the meeting upon the question, to that number of votes
provided by the Act or the articles in respect of those shares.
19. Votes To Govern - Unless otherwise required by the articles or by law,
at all meetings of shareholders, every question shall be decided by the
majority of the votes cast on the question. In the case of an equality
of votes either by show of hands or by ballot, the chair of the meeting
shall have a casting vote.
20. Adjournment - The chair of the meeting may, with the consent of the
meeting and subject to such conditions as the meeting may decide,
adjourn the meeting of shareholders from time to time and from place to
place.
SHARES
21. Enforcement of Liens - In the event that any shareholder (the
"Defaulting Shareholder") defaults in the payment of any interest
and/or principal due in respect of any indebtedness owing by such
shareholder to the Corporation (the "Debt") when the same becomes due
and payable and continues in such default for a period of 30 days after
notice in writing thereof has been given by the Corporation to such
shareholder:
(a) the Corporation may sell all or any part of the shares then registered
in the name of the Defaulting Shareholder (the "Subject Shares") at a
bona fide public or private sale or auction. The terms and manner of
auction or sale shall be at the sole discretion of the Corporation. The
Corporation may accept any offer which it in its absolute discretion
considers advisable upon such terms, whether cash or credit or partly
cash and partly credit, as it in its discretion considers advisable.
Notice of any public or private sale or auction shall be given to the
Defaulting Shareholder at least 15 days prior to the date on which such
sale is to be held. The proceeds of such sale shall be used and applied
firstly to the cost and expense of such sale incurred by the
Corporation, including security transfer taxes and legal fees, secondly
to reimburse the Corporation for out-of-pocket expenses incurred in
connection with the sale, and thirdly for the payment in full of the
Debt and other sums due to the Corporation from the Defaulting
Shareholder. The balance of the proceeds, if any, shall be paid to the
Defaulting Shareholder. If the proceeds of the sale are insufficient to
pay the Debt, the Defaulting Shareholder shall remain liable to the
Corporation for any such deficiency;
(b) the Corporation may apply any dividends or other distributions paid or
payable on or in respect of the Subject Shares in repayment of the
Debt;
(c) where the Subject Shares are redeemable pursuant to the articles, the
Corporation may redeem all or part of the Subject Shares and apply the
redemption price to the Debt;
(d) the Corporation may refuse to register a transfer of all or part of the
Subject Shares until the Debt is paid; and
(e) in exercising one or more of the rights granted in this by-law, the
Corporation shall not prejudice or surrender any other rights of
enforcement of its lien which may by law be available to it, or any
other remedy available to the Corporation for collection of the Debt,
and the Defaulting Shareholder shall remain liable for any deficiency
remaining.
PAYMENTS BY CORPORATION
22. Dividends - A dividend payable in cash shall be paid by cheque to the
order of each registered holder of shares of the class in respect of
which such dividend has been declared as at the record date for the
determination of shareholders entitled to receive such dividend and
shall be delivered to each such holder or mailed by ordinary mail,
postage prepaid, to such holder at its last address appearing on the
central securities register of the Corporation. In the case of joint
holders the cheque shall be made payable to the order of all of such
joint holders and, if more than one address appears on the central
securities register of the Corporation in respect of such joint
holding, the cheque shall be delivered or mailed to the first address
so appearing. The mailing or delivery of such cheque as aforesaid shall
satisfy and discharge all liability for the dividend to the extent of
the sum represented thereby, unless such cheque is not paid at par in
Canadian funds on due presentation at the municipality in which the
registered office of the Corporation is situate or at any other place
where it is by its terms payable. In the event of non-receipt of any
dividend cheque by the person to whom it is mailed or delivered as
aforesaid, the Corporation shall issue to such person a replacement
cheque for a like amount upon being furnished with such indemnity and
evidence of non-receipt as the Board may from time to time prescribe,
whether generally or in any particular case.
NOTICE
23. Notice to Joint Shareholders - All notices with respect to any shares
registered in more than one name may, if more than one address appears
on the books of the Corporation in respect to such joint holding, be
given to such joint shareholders at the first address so appearing, and
notice so given shall be sufficient notice to all of the holders of
such shares.
24. Omissions and Errors - The accidental omission to give any notice to
any shareholder, director, officer or auditor or the non-receipt of any
notice by any shareholder, director, officer or auditor or any error in
any notice not affecting the substance thereof shall not invalidate any
action taken at any meeting held pursuant to such notice or otherwise
founded thereon.
SHAREHOLDERS' AGREEMENT
25. Conflicting Provisions - Notwithstanding anything contained in the
by-laws, the provisions of the by-laws shall be amended to the extent
necessary to give effect to the provisions of any shareholders'
agreement in force between the Corporation and its shareholders, and to
the extent that there is any conflict between the provisions of the
by-laws and any such shareholders' agreement, the provisions of such
shareholders' agreement shall prevail.
EXHIBIT D
RESOLUTION OF THE SHAREHOLDERS OF ALTAIR INTERNATIONAL INC.
(THE "CORPORATION")
RE: NEW BY-LAW
BE IT RESOLVED THAT:
1. all previous by-laws of the Corporation are hereby terminated;
2. By-law No.1, a copy of which is attached as Exhibit C to the management
information circular of the Corporation dated April o, 2002, be
authorized and approved as the by-law of the Corporation; and
3. any officer or director of the Corporation is authorized and directed
to executed and deliver, under corporate seal or otherwise, all such
documents and instruments and to do all such acts as in the opinion of
such or director may be necessary or desirable to give effect to this
resolution.
EXHIBIT E
ARTICLES OF CONTINUANCE
[GRAPHIC OMITTTED]
PROXY
Altair International Inc.
Annual and Special Meeting Of Shareholders
June 14, 2002
This Proxy Is Solicited By The Management Of
Altair International Inc.
The undersigned shareholder of Altair International Inc. (the
"Corporation") hereby nominates, constitutes and appoints William P. Long, Chief
Executive Officer and director, or failing him, James Golla, director, or
instead of any of them, ___________________________, as nominee of the
undersigned to attend and vote for and on behalf of the undersigned at the
annual and special meeting of shareholders of the Corporation (the "Meeting") to
be held on the 14th day of June, 2002 and at any adjournment or adjournments
thereof, to the same extent and with the same power as if the undersigned were
personally present at the said meeting or such adjournment or adjournments
thereof, and without limiting the generality of the power hereby conferred, the
nominees are specifically directed to vote the shares represented by this proxy
as indicated below.
The shares represented by this proxy will be voted and, where a choice
is specified, will be voted as directed. Where no choice is specified, this
proxy will confer discretionary authority and will be voted in favour of the
resolutions referred to on the reverse side.
This proxy also confers discretionary authority to vote in respect of
any amendments or variations to the matters identified in the Notice of Meeting
or any other matter which may properly come before the Meeting about which the
Corporation does not know as of the date this proxy is mailed and in such manner
as such nominee in his judgement may determine.
A shareholder has the right to appoint a person to attend and act for
him and on his behalf at the Meeting other than the persons designated in this
form of proxy. Such right may be exercised by filling the name of such person in
the blank space provided and striking out the names of management's nominees, or
by completing another proper form of proxy and, in either case, depositing the
proxy as instructed below.
To be valid, this proxy must be received by the transfer agent at the
address indicated on the enclosed envelope not later than 48 hours (excluding
Saturdays and holidays) before the time of holding the Meeting or adjournment
thereof, or delivered to the chairman on the day of the Meeting or adjournment
thereof.
The nominees are directed to vote the shares represented by this proxy as
follows:
1. ELECTION OF DIRECTORS, each to serve until the next annual meeting of
shareholders of the Corporation and until their respective successor shall have
been duly elected and shall qualify:
[ ] FOR all nominees listed below (except as marked to the contrary).
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below.
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
William Long James Golla Edward Dickinson
George Hartman Robert Sheldon
2. Proposal in respect to the appointment of Deloitte & Touche LLP as
independent auditors of the Corporation for the fiscal year ending December 31,
2002 and to authorize the board of directors to fix their remuneration.
[ ] FOR [ ] AGAINST [ ] WITHHOLD
3. Proposal to approve the special resolution, a copy of which is attached as
Exhibit A to the management information circular and proxy statement (the
"Circular") accompany this Notice of Meeting, authorizing the filing of articles
of continuance, a copy of which is attached as Exhibit E to the Circular, having
the effect of: (a) continuing the Corporation under the laws of Canada pursuant
to the provisions of the Canada Business Corporations Act (the "CBCA"); (b)
changing the name of the Corporation to "Altair Nanotechnolgies Inc." or such
other name as is acceptable to Industry Canada and the applicable regulatory
authorities; (c) authorizing the directors to appoint one or more additional
directors between meetings of shareholders to hold office for a term expiring
until not later than the next annual meeting of shareholders provided that the
total number of directors so appointed may not exceed one third of the number of
directors elected at the previous annual meeting of shareholders; (d)
authorizing the Corporation to hold meetings of shareholders outside of Canada
in the State of Nevada; and (e) authorizing the board of directors from time to
time and in such amounts and on such terms as it deems expedient, to: (I) borrow
money on the credit of the Corporation; (II) issue, sell or pledge debt
obligations (including bonds, debentures, notes or other similar obligations,
secured or unsecured) of the Corporation; and (III) charge, mortgage,
hypothecate or pledge all of any of the currently owned or subsequently acquired
real or personal, movable or immovable, property of the Corporation, including
book debts, rights, powers, franchises and undertaking, to secure any debt
obligations or any money borrowed, or other debt or liability of the
Corporation.
[ ] FOR [ ] AGAINST [ ] WITHHOLD
4. Proposal to approve a resolution, a copy of which resolution is attached as
Exhibit D to the Circular, to authorize a new general by-law of the Corporation,
a copy of which by-law is attached as Exhibit C to the Circular.
[ ] FOR [ ] AGAINST [ ] WITHHOLD
5. At the nominee's discretion upon any amendments or variations to matters
specified in the notice of the Meeting or upon any other matters as may properly
come before the Meeting or any adjournments thereof about which the Corporation
does not know as of the date this proxy is mailed.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN ON ANY VOTE OR BALLOT CALLED AT THE MEETING. UNLESS A
SPECIFIC INSTRUCTION IS INDICATED, SAID SHARES WILL BE VOTED FOR CONFIRMATION
AND/OR APPROVAL OF THE MATTERS SPECIFIED IN ITEMS 1, 2, 3 AND 4, ALL OF WHICH
ARE SET FORTH IN THE ACCOMPANYING CIRCULAR, RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED.
This proxy revokes and supersedes all proxies of earlier date.
DATED this ____ day of ________________ , 2002.
PRINT NAME: _______________________________
SIGNATURE: ________________________________
NOTES:
1. This proxy must be signed by the shareholder or his attorney duly
authorized in writing, or if the shareholder is a corporation, by the
proper officers or directors under its corporate seal, or by an officer
or attorney thereof duly authorized.
2. A person appointed as nominee to represent a shareholder need not be a
shareholder of the Corporation. 3.
If not dated, this proxy is deemed to bear the date on which it was
mailed on behalf of the management of the Corporation.
4. Each shareholder who is unable to attend the Meeting is respectfully
requested to date and sign this form of proxy and return it using the
self-addressed envelope provided.
ALTAIR INTERNATIONAL INC.
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual and special meeting (the
"Meeting") of the shareholders of Altair International Inc. (the "Corporation")
will be held at the Board of Trade of Metropolitan Toronto, Downtown Club, 3
First Canadian Place, Toronto, Ontario M5X 1C1, Boardroom C, on ________, the
14th day of June, 2002, at the hour of 10:00 o'clock in the morning (Toronto
time) for the following purposes:
(1) To receive the audited financial statements of the Corporation for the
twelve months ended December 31, 2001, together with the report of the
auditors thereon;
(2) To elect directors;
(3) To appoint auditors and to authorize the directors to fix their
remuneration;
(4) To consider and vote upon a proposed special resolution, a copy of
which is attached as Exhibit A to the management information circular
and proxy statement accompanying this notice (the "Circular"),
authorizing the filing of articles of continuance, a copy of which is
attached as Exhibit E to the Circular, having the effect of: (a)
continuing the Corporation under the laws of Canada pursuant to the
provisions of the Canada Business Corporations Act (the "CBCA"); (b)
changing the name of the Corporation to "Altair Nanotechnologies Inc."
or such other name as is acceptable to Industry Canada and the
applicable regulatory authorities; (c) authorizing the directors to
appoint one or more additional directors between meetings of
shareholders to hold office for a term expiring until not later than
the next annual meeting of shareholders provided that the total number
of directors so appointed may not exceed one third of the number of
directors elected at the previous annual meeting of shareholders; (d)
authorizing the Corporation to have meetings of shareholders outside of
Canada in the State of Nevada; and (e) authorizing the board of
directors from time to time and in such amounts and on such terms as it
deems expedient, to: (I) borrow money on the credit of the Corporation;
(II) issue, sell or pledge debt obligations (including bonds,
debentures, notes or other similar obligations, secured or unsecured)
of the Corporation; and (III) charge, mortgage, hypothecate or pledge
all of any of the currently owned or subsequently acquired real or
personal, movable or immovable, property of the Corporation, including
book debts, rights, powers, franchises and undertaking, to secure any
debt obligations or any money borrowed, or other debt or liability of
the Corporation.
(5) To consider and vote upon a proposed resolution, a copy of which
resolution is attached as Exhibit D to the Circular, authorizing a new
general by-law for the Corporation, a copy of which by-law is attached
as Exhibit C to the Circular; and
(6) To transact such further or other business as may properly come before
the Meeting or any adjournment or adjournments thereof.
This notice is accompanied by a form of proxy, a copy of the
Circular, the annual report to shareholders of the Corporation containing the
audited consolidated financial statements of the Corporation for the twelve
months ended December 31, 2001, and a supplemental mailing list form.
Section 185 of the Business Corporations Act (Ontario) provides that a
holder of common shares of the Corporation who dissents from the special
resolution described in paragraph 4 above is entitled to be paid the fair market
value of his or her shares. See the accompanying Circular under the heading
"Rights of Dissenting Shareholders."
Shareholders who are unable to attend the Meeting in person are
requested to complete, date, sign and return the enclosed form of proxy so that
as large a representation as possible may be had at the Meeting.
DATED at Toronto, Ontario as of the ___nd day of ___, 2002.
BY: ORDER OF THE BOARD
/s/ William P. Long
----------------------------
William P. Long
Chief Executive Officer