Voting Securities and Principal Holders Thereof

The record date for the determination of stockholders entitled to consent to the Name Change, Authorized Capital Increase and Bylaw Amendment was October 9, 2018 (the “Record Date”). As of that date, we had 57,532,843 issued and outstanding shares of common stock, par value $0.001, and 50,601,751 issued and outstanding preferred shares of 1894632 Ontario Inc., an Ontario corporation and our wholly owned subsidiary (“Subco”), each of which is exchangeable into one share of our common stock at the option of the holder thereof, subject to certain restrictions, and carries the right to vote on all matters on which the holders of shares of our common stock are entitled to vote pursuant to a Voting and Exchange Trust Agreement dated June 28, 2013 between us, Subco, 1894631 Ontario Inc., an Ontario corporation and our wholly owned subsidiary, and John Marmora, our officer and director. Each share of our common stock entitles the holder thereof to one vote on each matter that may come before a meeting or vote of our stockholders.

The Name Change, Authorized Capital Increase and Bylaw Amendment were approved by the holders of a majority of our stock entitled to vote on the Record Date. The vote required to approve the corporate actions was 50% of the shares entitled to vote plus one vote, a simple majority. The actual affirmative vote was 61.0% of the shares.

Under applicable securities laws, we are not permitted to effect the Name Change, Authorized Capital Increase and Bylaw Amendment until at least 20 days after we distribute a definitive information statement to our stockholders who have not previously consented to the corporate actions.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding our common stock beneficially owned as of the Record Date for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each of our officers and directors and (iii) our officers and directors as a group. A person is considered to beneficially own any shares over which such person, directly or indirectly, exercises sole or shared voting or investment power, or over which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our officers and directors is exercised solely by the beneficial owner thereof.

For the purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of our common stock that such person has the right to acquire within 60 days of the date of this information statement. For the purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of the date hereof is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

Amendment of Charter, Bylaws or Other Documents

We are undertaking Authorized Capital Increase to reorganize our capital structure, which management believes will better position us to attract financing, and the Bylaw Amendment to modernize our existing bylaws and make them more comprehensive.

The Name Change and Authorized Capital Increase will be effective upon filing a Certificate of Amendment with the Nevada Secretary of State pursuant to Section 78.209 of the NRS.