UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
INFORMATION REQUIRED IN A PROXY STATEMENT
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, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[
] Definitive Additional Materials
[ ] Soliciting Material
Pursuant to Rule 14a-11(c) or Rule 14a-12
WOLVERINE TECHNOLOGIES CORP.
(Name of Registrant as Specified in Its Charter)
Not Applicable
(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: N/A
(2) Aggregate number of securities to which transaction
applies: N/A
(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): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee if 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: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
WOLVERINE TECHNOLOGIES CORP.
#55, 11020 Williams
Road
Richmond, British Columbia V7A 1X8
NOTICE OF ANNUAL AND
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 30, 2019 at
2:00 p.m. (Pacific Time)
NOTICE IS HEREBY GIVEN
that Wolverine Technologies
Corp., a Nevada corporation, will hold an annual and special meeting of
stockholders on Monday, September 30, 2019 at 2:00 p.m. (local time) at 409
221 W. Esplanade, North Vancouver BC V7M 3J3 (the "
Meeting
"). The Meeting
is being held for the following purposes:
1.
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to elect Richard Haderer, Luke Rich and David Chalk to
serve as directors of our company;
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2.
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to ratify the appointment of Sadler, Gibb &
Associates, LLC, Certified Public Accountants as our independent public
accounting firm for the year ending May 31, 2019;
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3.
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to vote on a non-binding advisory resolution to approve
executive compensation (the "Say-on-Pay Proposal");
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4.
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to approve an amendment to our Articles of Incorporation
to increase the authorized number of shares of our common stock from
500,000,000 shares of common stock, par value $0.001 to 2,000,000,000
shares of common stock, par value of $0.001 per share (the
"
Amendment
"); and
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5.
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to transact such other business as may properly come
before the Meeting or any adjournment or postponement
thereof.
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Our board of directors recommends that you vote "for" each
of the nominees and vote "for" each proposal.
Our board has fixed the close of business on August 19, 2019 as
the record date for determining the stockholders entitled to notice of, and to
vote at, the Meeting or any adjournment or postponement of the Meeting. At the
Meeting, each holder of record of shares of common stock, $0.001 par value per
share, will be entitled to one vote per share of common stock held on each
matter properly brought before the Meeting.
THE VOTE OF EACH STOCKHOLDER IS IMPORTANT. YOU CAN VOTE YOUR
SHARES BY ATTENDING THE MEETING OR BY COMPLETING AND RETURNING THE PROXY CARD
SENT TO YOU. PLEASE SUBMIT A PROXY AS SOON AS POSSIBLE SO THAT YOUR SHARES CAN
BE VOTED AT THE MEETING IN ACCORDANCE WITH YOUR INSTRUCTIONS. FOR SPECIFIC
INSTRUCTIONS ON VOTING, PLEASE REFER TO THE INSTRUCTIONS ON THE PROXY CARD OR
THE INFORMATION FORWARDED BY YOUR BROKER, BANK OR OTHER HOLDER OF RECORD. EVEN
IF YOU HAVE VOTED YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE
MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A
BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE IN PERSON AT THE MEETING, YOU
MUST OBTAIN FROM SUCH BROKER, BANK OR OTHER NOMINEE, A PROXY ISSUED IN YOUR
NAME.
Dated: August , 2019.
By Order of the Board of Directors,
/s/ Richard Haderer
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Richard Haderer
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President and Director
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IMPORTANT:
Please complete, date, sign and promptly
return the enclosed proxy card in the prepaid envelope (if mailing within the
United States) to ensure that your shares will be represented. If you attend the
meeting, you may choose to vote in person even if you have previously sent in
your proxy card.
Important Notice Regarding the Availability of Proxy
Materials for the Stockholders Meeting to Be Held on September 30, 2019the
proxy statement and the annual report are available at
http://www.wolverineexplorationinc.com/index.cfm?page=investors.
WOLVERINE TECHNOLOGIES CORP.
#55, 11020 Williams
Road
Richmond, British Columbia V7A 1X8
Proxy Statement for the Annual and Special Meeting of
Stockholders
The enclosed proxy is solicited on behalf of our Board of
Directors (the "
Board
") for use at the Annual and Special Meeting of
Stockholders (the "
Meeting
") to be held on Monday, September 30, 2019 at
2:00 p.m. (local time) at 409 221 W. Esplanade, North Vancouver, BC V7M 3J3,
or at any continuation, postponement or adjournment thereof, for the purposes
discussed in this proxy statement and in the accompanying Notice of Annual and
Special Meeting and any business properly brought before the Meeting. Proxies
are solicited to give all stockholders of record an opportunity to vote on
matters properly presented at the Meeting. We intend to mail this proxy
statement and accompanying proxy card on or about August 28, 2019 to all
stockholders entitled to vote at the Meeting.
Unless the context requires otherwise, references to "we", "us"
"our" and "Wolverine" refer to Wolverine Technologies Corp.
Who Can Vote
You are entitled to vote if you were a holder of record of
shares of our common stock, $0.001 par value per share (the "
Common
Stock
") as of the close of business on August 19, 2019 (the "
Record
Date
"). Your shares can be voted at the Meeting only if you are present in
person or represented by a valid proxy.
Shares Outstanding and Quorum
Holders of record of Common Stock at the close of business on
the Record Date will be entitled to receive notice of and vote at the Meeting.
At the Meeting, each of the shares of Common Stock represented will be entitled
to one (1) vote on each matter properly brought before the Meeting. As of August
19, 2019, the record date, there were 477,270,993 shares of Common Stock issued
and outstanding.
In order to carry on the business of the Meeting, we must have
a quorum. Under our bylaws, a quorum is one-third of the issued and outstanding
entitled to vote, represented in person or by proxy.
Proxy Card and Revocation of Proxy
In voting, please specify your choices by marking the
appropriate spaces on the enclosed proxy card, signing and dating the proxy card
and returning it in the accompanying envelope. If no directions are given and
the signed proxy is returned, the proxy holders will vote the shares in favor of
Proposals 1 through 4 and, at their discretion, on any other matters that may
properly come before the Meeting. The Board knows of no other business that will
be presented for consideration at the Meeting. In addition, since no stockholder
proposals or nominations were received by us on a timely basis, no such matters
may be brought at the Meeting.
Any stockholder giving a proxy has the power to revoke the
proxy at any time before the proxy is voted. In addition to revocation in any
other manner permitted by law, a proxy may be revoked by an instrument in
writing executed by the stockholder or by his attorney authorized in writing,
or, if the stockholder is a corporation, under its corporate seal or by an
officer or attorney thereof duly authorized, and deposited at the offices of our
transfer agent, Empire Stock Transfer, 1859 Whitney Mesa Dr., Henderson, NV
89014, at any time up to and including the last business day preceding the day
of the Meeting, or any adjournment thereof, or with the chairman of the Meeting
on the day of the Meeting. Attendance at the Meeting will not in and of itself
constitute revocation of a proxy.
Voting of Shares
Stockholders of record on August 19, 2019 record date are
entitled to one (1) vote for each share of Common Stock held on all matters to
be voted upon at the Meeting. You may vote in person or by completing and
mailing the enclosed proxy card. All shares entitled to vote and
represented by properly executed proxies received before the polls are closed at
the Meeting, and not revoked or superseded, will be voted at the Meeting in
accordance with the instructions indicated on those proxies.
- 2 -
ADVICE TO BENEFICIAL HOLDERS OF SHARES OF COMMON
STOCK
THE INFORMATION SET FORTH IN THIS SECTION IS OF SIGNIFICANT
IMPORTANCE TO MANY STOCKHOLDERS OF OUR COMPANY, AS A SUBSTANTIAL NUMBER OF
STOCKHOLDERS DO NOT HOLD SHARES IN THEIR OWN NAME.
Stockholders who do not hold their shares in their own name
(referred to in this Proxy Statement as beneficial stockholders) should note
that only proxies deposited by stockholders whose names appear on the records of
our company as the registered holders of shares of common stock can be
recognized and acted upon at our annual meeting. If shares of common stock are
listed in an account statement provided to a stockholder by a broker, then in
almost all cases those shares of common stock will not be registered in the
stockholder's name on the records of our company. Such shares of common stock
will more likely be registered under the names of the stockholder's broker or an
agent of that broker. In the United States, the vast majority of such shares are
registered under the name of Cede & Co. as nominee for The Depository Trust
Company (which acts as depository for many U.S. brokerage firms and custodian
banks), and in Canada, under the name of CDS & Co. (the registration name
for The Canadian Depository for Securities Limited, which acts as nominee and
custodian for many Canadian brokerage firms). Beneficial stockholders should
ensure that instructions respecting the voting of their shares of common stock
are communicated to the appropriate person, as without specific instructions,
brokers/nominees are prohibited from voting shares for their clients.
Applicable regulatory policy requires intermediaries/brokers to
seek voting instructions from beneficial stockholders in advance of
stockholders' meetings, unless the beneficial stockholders have waived the right
to receive meeting materials. Every intermediary/broker has its own mailing
procedures and provides its own return instructions to clients, which should be
carefully followed by beneficial stockholders in order to ensure that their
shares of common stock are voted at our annual meeting. The Form of Proxy
supplied to a beneficial stockholder by its broker (or the agent of the broker)
is similar to the Form of Proxy provided to registered stockholders by our
company. However, its purpose is limited to instructing the registered
stockholder (the broker or agent of the broker) how to vote on behalf of the
beneficial stockholder. The majority of brokers now delegate responsibility for
obtaining instructions from clients to Broadridge Financial Solutions, Inc.
(Broadridge) (formerly, ADP Investor Communication Services in the United
States and Independent Investor Communications Company in Canada). Broadridge
typically applies a special sticker to proxy forms, mails those forms to the
beneficial stockholders and the beneficial stockholders return the proxy forms
to Broadridge. Broadridge then tabulates the results of all instructions
received and provides appropriate instructions respecting the voting of shares
to be represented at our annual meeting.
A beneficial stockholder receiving a
Broadridge proxy cannot use that proxy to vote shares of common stock directly
at our Annual Meeting - the proxy must be returned to Broadridge well in advance
of our Annual Meeting in order to have the shares of common stock voted
.
Although a beneficial stockholder may not be recognized
directly at our Annual Meeting for the purposes of voting shares of common stock
registered in the name of his broker (or agent of the broker), a beneficial
stockholder may attend at our Annual Meeting as proxyholder for the registered
stockholder and vote the shares of common stock in that capacity. Beneficial
stockholders who wish to attend at our Annual Meeting and indirectly vote their
shares of common stock as proxyholder for the registered stockholder should
enter their own names in the blank space on the instrument of proxy provided to
them and return the same to their broker (or the broker's agent) in accordance
with the instructions provided by such broker (or agent), well in advance of our
annual meeting.
Alternatively, a beneficial stockholder may request in writing
that his or her broker send to the beneficial stockholder a legal proxy which
would enable the beneficial stockholder to attend at our Annual Meeting and vote
his or her shares of common stock.
There are two kinds of beneficial owners those who object to
their name being made known to the issuers of securities which they own (called
OBOs for Objecting Beneficial Owners) and those who do not object to the issuers
of the securities they own knowing who they are (called NOBOs for Non-Objecting
Beneficial Owners). Pursuant to National Instrument 54-101, issuers can obtain a list of their
NOBOs from intermediaries for distribution of proxy-related materials directly
to NOBOs.
- 3 -
YOUR VOTE IS IMPORTANT
.
Counting of Votes
All votes will be
tabulated by the inspector of election
appointed for the Meeting, who will separately tabulate affirmative and negative
votes and abstentions. Shares represented by proxies that reflect abstentions as
to a particular proposal will be counted as present and entitled to vote for
purposes of determining a quorum. An abstention is counted as a vote against
that proposal. Shares represented by proxies that reflect a broker "non-vote"
will be counted as present and entitled to vote for purposes of determining a
quorum. A broker "non-vote" will be treated as not-voted for purposes of
determining approval of a proposal and will not be counted as "for" or "against"
that proposal. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary authority or does not have instructions from the
beneficial owner.
Solicitation of Proxies
We will bear the entire cost of solicitation of proxies,
including preparation, assembly and mailing of this proxy statement, the proxy
and any additional information furnished to stockholders. Copies of solicitation
materials will be furnished to banks, brokerage houses, depositories,
fiduciaries and custodians holding shares of Common Stock in their names that
are beneficially owned by others to forward to these beneficial owners. We may
reimburse persons representing beneficial owners for their costs of forwarding
the solicitation material to the beneficial owners of the Common Stock. Original
solicitation of proxies by mail may be supplemented by telephone, facsimile,
electronic mail or personal solicitation by our directors, officers or other
regular employees. No additional compensation will be paid to directors,
officers or other regular employees for such services. To date, we have not
incurred costs in connection with the solicitation of proxies from our
stockholders, however, our estimate for total costs is $8,000.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO
BE ACTED UPON
Except as disclosed elsewhere in this Proxy Statement, since
June 1, 2018, being the commencement of our last completed financial year, none
of the following persons has any substantial interest, direct or indirect, by
security holdings or otherwise in any matter to be acted upon:
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1.
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any director or officer of our corporation;
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2.
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any proposed nominee for election as a director of our
corporation; and
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3.
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any associate or affiliate of any of the foregoing
persons.
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The shareholdings of our directors and officers are listed
below in the section entitled "Principal Stockholders and Security Ownership of
Management". To our knowledge, no director has advised that he intends to oppose
the Amendments to our authorized capital or to the Sale, as more particularly
described herein.
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF
MANAGEMENT
As of August 19, 2019, we had a total of
477,270,993
shares of common stock ($0.001 par value per share) issued and outstanding.
The following table sets forth, as of August 19, 2019, certain
information with respect to the beneficial ownership of our common and preferred
stock by each stockholder known by us to be the beneficial owner of more than 5%
of our common and preferred stock and by each of our current directors and
executive officers. Each person has sole voting and investment power with
respect to the shares of common stock and preferred stock, except as otherwise
indicated. Beneficial ownership consists of a direct interest
in the shares of common and preferred stock, except as otherwise indicated.
- 4 -
Name and Address of Beneficial Owner
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Amount and Nature of
Beneficial
Ownership
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Percentage
of
Class
(1)
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Richard Haderer
103 Huntrcroft Pl NE
Calgary AB T2K 4E6
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12,030,000
(2)
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2.5%
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Luke Rich
PO Box 65
Natuashish NL A0P
1A0
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1,125,140
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(3)
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David Chalk
20629 86A Avenue
Langley
BC V1M 3X3
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700,000
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(3)
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Directors and Executive Officers as a
Group
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13,855,140
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2.9%
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Chan & Mark Mortgage Group
(4)
700 Union Street
Burnaby, British Columbia V5A 1H9
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45,000,000
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9.4%
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*
Less than 1%
(1)
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Based on
477,270,993
shares of common stock issued
and outstanding as of July 29, 2019. Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting and
investment power with respect to securities. Except as otherwise
indicated, we believe that the beneficial owners of the common stock
listed above, based on information furnished by such owners, have sole
investment and voting power with respect to such shares, subject to
community property laws where applicable.
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(2)
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Includes 3,030,000 shares held by Mr. Haderer and
9,000,000 shares held by PubCo Services Inc. Mr. Haderer has voting and
dispositive control over securities held by Pubco Services Inc.
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(3)
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Less than 1%.
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(4)
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Matthew Chan has voting and dispositive control over
securities held by Chan & Mark Mortgage Group.
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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
Our entire board of directors is responsible for setting and
administering policies that govern executive salaries, cash bonus awards and
equity incentive awards and approves the annual compensation, including equity
grants for our company's executive officers.
Our compensation programs are designed to award our named
executive officers for their contributions to our company's achievements aimed
at long-term strategic management and enhancement of stockholder value, while at
the same time avoiding the encouragement of unnecessary or excessive
risk-taking.
Executive compensation is reviewed by our board of directors on
an annual basis.
The particulars of the compensation paid to the following
persons:
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our principal executive officer;
- 5 -
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each of our two most highly compensated executive officers who were serving
as executive officers at the end of the years ended May 31, 2018 and 2017; and
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up to two additional individuals for whom disclosure would have been
provided under (b) but for the fact that the individual was not serving as our
executive officer at the end of the years ended May 31, 2018 and 2017,
who we will collectively refer to as the named executive
officers of our company, are set out in the following summary compensation
table, except that no disclosure is provided for any named executive officer,
other than our principal executive officers, whose total compensation did not
exceed $100,000 for the respective fiscal year:
SUMMARY COMPENSATION
TABLE
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Name
and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-
Equity
Incentive
Plan
Compensa-
tion
($)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensa-
tion
($)
|
Total
($)
|
Richard Haderer
(1)
Chief Executive Officer,
Chief Financial Officer, and
Director
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2018
2017
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$31,325
$30,020
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Nil
N/A
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Nil
N/A
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Nil
N/A
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Nil
N/A
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Nil
N/A
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Nil
N/A
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$31,325
$30,020
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(1)
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Mr. Haderer was appointed Chief Executive Officer and
Chief Financial Officer on April 13, 2015.
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Other than as set out below, there are no arrangements or plans
in which we provide pension, retirement or similar benefits for directors or
executive officers. Our directors and executive officers may receive share
options at the discretion of our board of directors in the future. We do not
have any material bonus or profit sharing plans pursuant to which cash or
non-cash compensation is or may be paid to our directors or executive officers,
except that share options may be granted at the discretion of our board of
directors.
Stock Option Grants to our Named Executive Officers
On May 28, 2010 our directors approved the adoption of our 2010
Stock Plan which permits our company to issue up to 5,147,250 shares of our
common stock, and 5,147,250 options to acquire shares of common stock, to
directors, officers, employees and consultants of our company upon the grant of
stock or the exercise of stock options granted under the 2010 Plan. All of the
stock options granted under the 2010 Stock Plan have expired unexercised.
Outstanding Equity Awards at Fiscal Year End
There were no outstanding equity awards granted to any named
executive officer as of May 31, 2018 or 2017.
Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year-End Values
There were no options exercised, by any named executive
officers during the years ended May 31, 2018 or 2017.
Compensation of Directors
We reimburse our directors for expenses incurred in connection
with attending board meetings. We have not paid any director's fees or other
cash compensation for services rendered as a director since our inception to May
31, 2018.
We have no formal plan for compensating our directors for their
service in their capacity as directors, although such directors are expected in
the future to receive stock options to purchase common shares as awarded by our
board of directors or (as to future stock options) a compensation
committee which may be established. Directors are entitled to reimbursement for
reasonable travel and other out-of-pocket expenses incurred in connection with
attendance at meetings of our board of directors. Our board of directors may
award special remuneration to any director undertaking any special services on
our behalf other than services ordinarily required of a director. No director
received and/or accrued any compensation for their services as a director,
including committee participation and/or special assignments.
- 6 -
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. We have no
material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to our directors or executive officers, except
that stock options may be granted at the discretion of the board of directors or
a committee thereof.
Indebtedness of Directors, Senior Officers, Executive
Officers and Other Management
None of our directors or executive officers or any associate or
affiliate of our company during the last two fiscal years, is or has been
indebted to our company by way of guarantee, support agreement, letter of credit
or other similar agreement or understanding currently outstanding.
PROPOSAL NO. 1 ELECTION OF DIRECTORS
The persons named as proxy holders in the enclosed proxy have
been selected by the Board of Directors to serve as proxy and will vote the
shares represented by valid proxies at the Meeting and any adjournments thereof.
It is indicated that, unless otherwise specified in the proxy, they intend to
vote for the election as director each of the persons named as a nominee listed
below under "Nominees for Director" unless authority to vote in the election of
directors is withheld on each proxy. Each nominee is currently a member of the
Board of Directors. Each duly elected director will hold office until the next
Annual Meeting of Stockholders or until their successor shall have been elected
and qualified. Although the Board of Directors of our company does not
contemplate that a nominee will be unable to serve, if such situation arises
prior to the Meeting, the persons named in the enclosed proxy will vote for the
election of such other person as may be nominated by the Board of Directors.
Our bylaws provide for our board of directors to consist of at
least one director. Each director is elected by a plurality of votes at each
annual meeting. We currently operate with a board of directors consisting of
three directors.
The nominees for election at the Meeting to fill the positions
on our board of directors are Richard Haderer, Luke Rich and David Chalk.
Our board of directors unanimously recommends a vote "FOR" the
nominees: Richard Haderer, Luke Rich and David Chalk. The election of director
will require the approval of stockholders holding at least a majority of shares
of our common stock entitled to vote at the Meeting.
For further information, please refer to the heading below
"Nominees for Director".
Nominees for Director
The Board of Directors unanimously recommends a vote
FOR
the election of the nominees listed below.
For each of our companys directors, the following table sets
forth their names, ages, principal occupations, other directorships of public
companies held by them and length of continuous service as a director:
- 7 -
Name
|
Position Held
with the
Company
|
Age
|
Date First Elected or
Appointed
|
Richard Haderer
|
President, Chief Executive
Officer, Chief
Financial
Officer & Director
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55
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April 13, 2015
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Luke Rich
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Vice President, Exploration
and Business
Development
and Director
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54
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June 14, 2010
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David Chalk
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Director
|
59
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April 13, 2015
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Business Experience
The following is a brief account of the education and business
experience during at least the past five years of each director, executive
officer and key employee of our company, indicating the persons principal
occupation during that period, and the name and principal business of the
organization in which such occupation and employment were carried out.
Richard Haderer, Chief Executive Officer, Chief Financial
Officer and Director
Mr. Haderer was appointed a director and officer on April 13,
2015.
Mr. Haderer has worked as a regulatory consultant for our
company since February of 2006. Mr. Haderer has been President of PubCo Services
Inc. since April 1996. PubCo Services Inc. provides regulatory consulting
services to public traded companies. Mr. Haderer has also served as a director
and officer of several public traded companies. From November 1989 to April
1996, Mr. Haderer worked as a Listing Analyst with the Alberta Stock Exchange
(now the TSX Venture Exchange).
Luke Rich, Vice President, Exploration and Business
Development and Director
Mr. Rich was appointed a director and as Vice President,
Exploration and Business Development on June 14, 2010.
Mr. Rich is a member of the Innu Nation and Mushuau Innu First
Nations and is a former VP of the Innu Nation. Prior to joining Wolverine, Mr.
Rich was also Co-CEO of the Innu Development Limited Partnership (IDLP) from
October 2007 to April 2010. IDLP participated in the construction of the mine
and mill for the Voisey Bay Nickel Project. Mr. Rich is also a board member of
various IDLP owned companies including Innu Mikun Airlines, Innu Keiwit
Constructor LP and the Innu/SNC Lavalin Partnership.
David Chalk, Director
Mr. Chalk was appointed a director on April 13, 2015.
Mr. Chalk is a leading technology and cyber security expert
whose knowledge and understanding regarding the current state of cyber threats
is unsurpassed.
Mr. Chalk is a pioneer in the technology industry having
created Doppler Computers and Chalk Media Inc. which was sold to Research in
Motion, now Blackberry, in 2009. Mr. Chalk has also received numerous awards for
his many innovations in the business and technology worlds. Among his many
accolades, Mr. Chalk has received an Honorary Doctorate of Technology from the
University of Fraser Valley, Ernst and Youngs Entrepreneur Award also industry
leading awards for software development in the mobility, security and education
and digital video fields.
- 8 -
Information About the Board of Directors
Board and Committee Meetings
Our board of directors held formal meetings during the year
ended May 31, 2018 and all other proceedings of the board of directors were
conducted by resolutions consented to in writing by all the directors and filed
with the minutes of the proceedings of the directors. Such resolutions consented
to in writing by the directors entitled to vote on that resolution at a meeting
of the directors are, according to the Nevada Corporate Law and our By-laws, as
valid and effective as if they had been passed at a meeting of the directors
duly called and held.
Audit Committee
We do not have an Audit Committee, our entire board of
directors performs the functions of an Audit Committee. The current size of our
board of directors does not facilitate the establishment of a separate
committee.
Nominating Committee
We do not have a Nominating Committee, our entire board of
director performs the functions of a Nominating Committee and oversees the
process by which individuals may be nominated to our board of directors.
The current size of our board of directors does not facilitate
the establishment of a separate committee. We hope to establish a separate
Nominating Committee consisting of independent directors, if the number of our
directors is expanded.
Compensation Committee
We do not have a compensation committee, our entire board of
director performs the functions of a Compensation Committee and oversees the
process by which our named executive officers and directors are compensated.
Family Relationships
There are no family relationships between any director or
executive officer.
Involvement in Certain Legal Proceedings
Effective December 23, 2009 our Director, David Chalk, declared
voluntary personal bankruptcy pursuant to the Federal Law of Canada relating to
$3,200,000 Canadian dollars in personal liability and guarantees. The bankruptcy
was automatically discharged effective September 24, 2010. There are no
outstanding issues relating to the bankruptcy or the discharge.
With the exception of the above described bankruptcy
proceedings, to the best of our knowledge, none of our directors or executive
officers has, during the past ten years:
1.
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been convicted in a criminal proceeding or been subject
to a pending criminal proceeding (excluding traffic violations and other
minor offences);
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2.
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had any bankruptcy petition filed by or against the
business or property of the person, or of any partnership, corporation or
business association of which he was a general partner or executive
officer, either at the time of the bankruptcy filing or within two years
prior to that time;
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3.
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been subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction or federal or state authority, permanently or temporarily
enjoining, barring, suspending or otherwise limiting, his involvement in
any type of business, securities, futures, commodities, investment,
banking, savings and loan, or insurance activities, or to be associated
with persons engaged in any such activity;
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- 9 -
4.
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been found by a court of competent jurisdiction in a
civil action or by the SEC or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated;
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5.
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been the subject of, or a party to, any federal or state
judicial or administrative order, judgment, decree, or finding, not
subsequently reversed, suspended or vacated (not including any settlement
of a civil proceeding among private litigants), relating to an alleged
violation of any federal or state securities or commodities law or
regulation, any law or regulation respecting financial institutions or
insurance companies including, but not limited to, a temporary or
permanent injunction, order of disgorgement or restitution, civil money
penalty or temporary or permanent cease-and-desist order, or removal or
prohibition order, or any law or regulation prohibiting mail or wire fraud
or fraud in connection with any business entity; or
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6.
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been the subject of, or a party to, any sanction or
order, not subsequently reversed, suspended or vacated, of any
self-regulatory organization (as defined in Section 3(a)(26) of the
Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in
Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or
any equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with a
member.
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Code of Ethics
We adopted a Code of Ethics applicable to all of our directors,
officers, employees and consultants, which is a "code of ethics" as defined by
applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to our
registration statement on Form S-1 filed on July 15, 2008. If we make any
amendments to our Code of Ethics other than technical, administrative, or other
non-substantive amendments, or grant any waivers, including implicit waivers,
from a provision of our Code of Ethics to our chief executive officer, chief
financial officer, or certain other finance executives, we will disclose the
nature of the amendment or waiver, its effective date and to whom it applies in
a Current Report on Form 8-K filed with the SEC.
We will provide a copy of the Code of Ethics to any person
without charge, upon request. Requests can be sent to: Wolverine Technologies
Corp., #55, 11020 Williams Road, Richmond, British Columbia V7A 1X8.
Audit Committee and Audit Committee Financial Expert
Our board of directors has determined that it does not have a
director who qualifies as an "audit committee financial expert" as defined in
Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used
in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934,
as amended.
We believe that the members of our board of directors are
collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting. We
believe that retaining an independent director who would qualify as an "audit
committee financial expert" would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development and the
fact that we have not generated any material revenues to date. In addition, we
currently do not have nominating, compensation or audit committees or committees
performing similar functions nor do we have a written nominating, compensation
or audit committee charter. Our board of directors does not believe that it is
necessary to have such committees because it believes the functions of such
committees can be adequately performed by our board of directors.
Compliance with Section 16(a) of the Securities Exchange Act
of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
our executive officers and directors and persons who own more than 10% of our
common stock to file with the Securities and Exchange Commission initial
statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership of our common stock and other equity
securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and
greater than 10% stockholders are required by the SEC regulations to furnish us
with copies of all Section 16(a) reports that they file.
- 10 -
Based solely on the reports received by our company and on
written representations from certain reporting persons, we believe that the
directors, executive officers and persons who beneficially own more than 10% of
our companys common stock during the fiscal year ended May 31, 2018 have been
in compliance with Section 16(a).
Transactions with Related Director Independence
Except as disclosed herein, no director, executive officer,
shareholder holding at least 5% of shares of our common stock, or any family
member thereof, had any material interest, direct or indirect, in any
transaction, or proposed transaction since the year ended May 31, 2018, in which
the amount involved in the transaction exceeded or exceeds the lesser of
$120,000 or one percent of the average of our total assets at the year end for
the last three completed fiscal years.
Director Independence
We currently act with three directors, consisting of Richard
Haderer, Luke Rich and David Chalk. We have determined that we not have an
director that is an "independent director" as defined in NASDAQ Marketplace Rule
4200(a)(15).
We do not have a standing audit, compensation or nominating
committee, but our entire board of directors acts in such capacities. We believe
that our members of our board of directors are capable of analyzing and
evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The board of directors of our company does
not believe that it is necessary to have an audit committee because we believe
that the functions of an audit committee can be adequately performed by the
board of directors. In addition, we believe that retaining an independent
director who would qualify as an "audit committee financial expert" would be
overly costly and burdensome and is not warranted in our circumstances given the
early stages of our development.
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT
OF
INDEPENDENT AUDITOR
On June 7, 2018, our Board of Directors approved the dismissal
of MaloneBailey, LLP, (MB), Certified Public Accountants on June 7, 2018 and
the engagement of Sadler, Gibb & Associates, LLC (SG), Certified Public
Accountants, as independent accountants to audit the financial statements of the
Company. Stockholder ratification of the appointment of Sadler, Gibb &
Associates, LLC, Certified Public Accounts as our independent auditor is not
required by our bylaws or otherwise. However, our board of directors is
submitting the selection of Sadler, Gibb & Associates, LLC, Certified Public
Accountants to the stockholders for ratification as a matter of corporate
practice. If the stockholders fail to ratify the selection, our board of
directors will reconsider whether or not to retain that firm. Even if the
selection is ratified, our board of directors in its discretion may direct the
appointment of a different independent accounting firm at any time during the
year if our board of directors determines that such a change would be in the
best interests of our company and its stockholders.
Our board of directors has considered and determined that the
services provided by Sadler, Gibb & Associates, LLC, Certified Public
Accountants are compatible with maintaining the principal accountants
independence.
Representatives of Sadler, Gibb & Associates, LLC,
Certified Public Accountants are not expected to be present at the Meeting.
Our board of directors unanimously recommends a vote "FOR" the
ratification of the appointment of Sadler, Gibb & Associates, LLC, Certified
Public Accountants as our independent auditors for the ensuing fiscal year.
The following table sets forth the fees billed to the company
for professional services rendered by the company's independent registered
public accounting firm, for the years ended May 31, 2018 and 2017:
- 11 -
Services
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2018
$
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2017
$
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Audit Fees Sadler, Gibb & Associates, LLC
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$
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7,500
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$
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0
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Audit Fees MaloneBailey LLP
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$
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7,500
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$
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15,000
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Tax fees
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Nil
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Nil
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Audit related fees
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Nil
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Nil
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All other fees
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Nil
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Nil
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Total fees
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$
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15,000
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$
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15,000
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Audit Fees.
Consist of fees billed for professional
services rendered for the audits of our financial statements, reviews of our
interim consolidated financial statements included in quarterly reports,
services performed in connection with filings with the Securities and Exchange
Commission and related comfort letters and other services that are normally
provided in connection with statutory and regulatory filings or engagements.
Tax Fees.
Consist of fees billed for professional
services for tax compliance, tax advice and tax planning. These services include
assistance regarding federal, state and local tax compliance and consultation in
connection with various transactions and acquisitions.
We do not use Sadler, Gibb & Associates, LLC, Certified
Public Accounts, for financial information system design and implementation.
These services, which include designing or implementing a system that aggregates
source data underlying the financial statements or generates information that is
significant to our financial statements, are provided internally or by other
service providers. We do not engage Sadler, Gibb & Associates, LLC,
Certified Public Accounts to provide compliance outsourcing services.
Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before Sadler, Gibb & Associates, LLC,
Certified Public Accountantsis engaged by us to render any auditing or permitted
non-audit related service, the engagement be:
-
approved by our audit committee (the functions of which are performed by
our entire board of directors); or
-
entered into pursuant to pre-approval policies and procedures established
by the board of directors, provided the policies and procedures are detailed
as to the particular service, the board of directors is informed of each
service, and such policies and procedures do not include delegation of the
board of directors' responsibilities to management.
Our entire board of directors pre-approves all services
provided by our independent auditors. All of the above services and fees were
reviewed and approved by our directors either before or after the respective
services were rendered.
Our board of directors has considered the nature and amount of
fees billed by Sadler, Gibb & Associates, LLC, Certified Public Accountants
and believe that the provision of services for activities unrelated to the audit
is compatible with maintaining Sadler, Gibb & Associates, LLC, Certified
Public Accountantsindependence.
PROPOSAL NO. 3 - ADVISORY VOTE ON EXECUTIVE
COMPENSATION
(SAY-ON-PAY VOTE)
In accordance with requirements of the Dodd-Frank Wall Street
Reform and Consumer Protection Act of 2010 or, the Dodd-Frank Act, and Section
14A of the Exchange Act, Proposal 3 provides our stockholders with the
opportunity to cast an advisory (non-binding) vote on executive compensation as
disclosed pursuant to the compensation disclosure rules of the SEC. This
proposal is commonly known as the say-on-pay vote.
- 12 -
At our companys 2013 annual meeting of stockholders, our
stockholders approved the compensation of our named executive officers and
indicated their preference that we should seek future advisory (non-binding)
votes every two years on such executive compensation.
As described in the Executive Compensation Discussion and
Analysis, our compensation program is designed to attract and retain the most
qualified executives while motivating high company performance and to align our
executive officers interests with those of our stockholders. Highlights of our
executive compensation program, as described in the Executive Compensation
Discussion and Analysis section, include pay opportunities that are based
on:
-
general economic conditions;
-
our overall performance and profitability;
-
our historical compensation practices and current and historical
compensation practices of peer companies;
-
each executives performance, skill sets and roles in the Company; and
-
our need for skill sets and the market for the executives skill sets.
The say-on-pay vote gives you as a stockholder the opportunity
to express your views on the compensation of our named executive officers. This
vote is not intended to address any specific item of compensation, but rather
the overall compensation of our named executive officers and the philosophy,
policies and practices described in this Proxy Statement. Accordingly, we are
asking stockholders to approve the following resolution:
RESOLVED, that the stockholders approve, on an advisory
basis, the compensation of the Companys named executive officers, as disclosed
pursuant to the compensation disclosure rules of the Securities and Exchange
Commission, including the executive compensation discussion and analysis,
compensation tables and any related disclosure in this proxy statement.
Because this vote is advisory, it will not be binding on our
board or us. However, our board values the opinions of our stockholders, and
will carefully take into account the outcome of the vote when considering future
executive compensation arrangements.
Advisory approval of this proposal requires the vote of the
holders of a majority of the shares present in person or represented by proxy
and entitled to vote at the Annual Meeting.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE
IN FAVOR OF PROPOSAL 3
PROPOSAL NO. 4 - AMENDMENT TO
OUR
CORPORATION'S ARTICLES COMMON STOCK
Our Articles of Incorporation (the "
Articles
") currently
authorize the issuance of 500,000,000 shares of common stock, $0.001 par value.
On August 6, 2019 our board of directors approved, subject to receiving the
approval of a majority of the stockholders of our common stock, an amendment to
our Articles to increase our authorized shares of common stock to 2,000,000,000
shares, par value $0.001 per share.
As at the date of this proxy statement, we have
477,270,993
shares of common stock outstanding.
Proposal No. 4 is solely to approve the Amendment to our
Articles of Incorporation to increase our authorized common stock to
2,000,000,000, par value $0.001.
- 13 -
Reasons for the Increase to Authorized
Capital
As at August 19, 2019 the Company has 477,270,993 common shares
outstanding of 500,000,000 million authorized shares of common stock, and we
require the authorization of additional shares of common stock to execute our
business plan.
On April 19, 2016, Wolverine entered into a Share Purchase
Agreement (the
Share Purchase Agreement
) with our Director, David
Chalk, pursuant to which we have agreed to issue in a private placement
400,000,000 shares of our common stock in consideration for one-third of the net
proceeds that Mr. Chalk may realize from the sale of Mr. Chalks 15% equity
interest in Decision-Zone Inc., a privately held cyber-security software company
based in Ontario, Canada. The Agreement is subject to our Company increasing its
authorized capital to allow for the issuance of the consideration shares. As of
the date of this filing, the Share Purchase Agreement has not yet closed and the
Company wishes to proceed with the transaction.
In addition, we anticipate that we will require additional
equity financing from the sale of our common stock to sustain our operations and
execute our business plan, including but not limited to the exploration of our
mineral property in Labrador, Canada, known as the Cache River Property.
The general purpose and effect of the amendment to our
corporation's Articles is to increase our authorized share capital, which will
enhance our companys ability to complete theShare Purchase Agreement n and
finance the development and operation of our business.
Our board of directors approved the amendment to our
corporation's Articles to increase our authorized share capital so that such
shares will be available for issuance for the transaction with and general
corporate purposes, including financing activities, without the requirement of
further action by our stockholders. Potential uses of the additional authorized
shares may include public or private offerings, conversions of convertible
securities, issuance of options pursuant to employee benefit plans, acquisition
transactions and other general corporate purposes. Increasing the authorized
number of shares of our common stock will give us greater flexibility and will
allow us to issue such shares in most cases without the expense of delay of
seeking stockholder approval. Our company is at all times investigating
additional sources of financing which our board of directors believes will be in
our best interests and in the best interests of our stockholders. Other than as
set out herein, we do not currently have any agreements for any transaction that
would require the issuance of additional shares of common stock. Our common
shares carry no preemptive rights to purchase additional shares. The adoption of
the amendment to our Articles of Incorporation will not of itself cause any
changes in our capital accounts.
The amendment to our corporation's Articles to increase our
authorized share capital will not have any immediate effect on the rights of
existing stockholders.
However, our board of directors will have the
authority to issue authorized common stock without requiring future stockholders
approval of such issuances, except as may be required by applicable law or
exchange regulations. To the extent that additional authorized common shares are
issued in the future, they will decrease the existing stockholders' percentage
equity ownership and, depending upon the price at which they are issued, could
be dilutive to the existing stockholders.
The increase in the authorized number of shares of our common
stock and the subsequent issuance of such shares could have the effect of
delaying or preventing a change in control of our company without further action
by the stockholders. Shares of authorized and unissued common stock could be
issued (within limits imposed by applicable law) in one or more transactions.
Any such issuance of additional stock could have the effect of diluting the
earnings per share and book value per share of outstanding shares of common
stock, and such additional shares could be used to dilute the stock ownership or
voting rights of a person seeking to obtain control of our company.
We do not have any provisions in our Articles, by laws, or
employment or credit agreements to which we are party that have anti-takeover
consequences. We do not currently have any plans to adopt anti-takeover
provisions or enter into any arrangements or understandings that would have
anti-takeover consequences. In certain circumstances, our management may issue
additional shares to resist a third party takeover transaction, even if done at
an above market premium and favoured by a majority of independent stockholders.
- 14 -
The transaction contemplated by the Share Purchase Agreement
will not affect the registration of our common stock under the Exchange Act or
our companys obligation to publicly file financial and other information with
the Securities and Exchange Commission. If the Share Purchase Agreement is
completed, our common stock will continue to be quoted on the OTC Markets under
the symbol "WOLV".
Other than as set out above, Stockholders should note that
our company does not have any current plans, intentions, agreements or
understandings to issue any of our common stock, that will result if Proposal
No. 4 is approved.
Dissenters Rights of Appraisal
Under Nevada law, our stockholders are not entitled to
appraisal rights with respect to the Amendments and we will not independently
provide our stockholders with any such right.
Voting Procedure
The Amendments to our Articles will require the approval of
stockholders holding at least a majority of shares of our common stock entitled
to be voted at the Meeting.
If Proposal No. 4 is accepted by the stockholders, the Articles
of our company will be amended in substantially the same form as attached
Schedule "A", with changes as may be required by the Nevada Secretary of States.
"HOUSEHOLDING" OF PROXY MATERIAL
The Securities and Exchange Commission permits companies and
intermediaries (e.g. brokers) to satisfy the delivery requirements for proxy
statements with respect to two or more stockholders sharing the same address by
delivering a single proxy statement addressed to those stockholders. This
process, commonly referred to as "householding", potentially means extra
conveniences for stockholders and cost savings for companies.
A number of brokers with accountholders who are stockholders of
our Company will be "householding" our proxy materials. As indicated in the
notice previously provided by these brokers to stockholders, a single proxy
statement will be delivered to multiple stockholders sharing an address unless
contrary instructions have been received from an affected stockholder. Once you
have received notice from your broker that they will be "householding"
communications to your address, "householding" will continue until you are
notified otherwise or until you revoke your consent. If at any time, you no
longer wish to participate in "householding" and would prefer to receive a
separate proxy statement, please notify your broker.
Stockholders who currently receive multiple copies of the proxy
statement at their address and would like to request "householding" of their
communications should contact their broker.
OTHER BUSINESS
The Board knows of no other business that will be presented for
consideration at the Meeting. If other matters are properly brought before the
Meeting; however, it is the intention of the persons named in the accompanying
proxy to vote the shares represented thereby on such matters in accordance with
their best judgment.
If there are insufficient votes to approve any of the proposals
contained herein, the Board may adjourn the Meeting to a later date and solicit
additional proxies. If a vote is required to approve such adjournment, the
proxies will be voted in favor of such adjournment.
By Order of the Board of Directors,
/s/ Richard Haderer
Richard Haderer
Director
PROXY CARD
ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS OF
WOLVERINE
TECHNOLOGIES CORP.
(the "
Company
")
TO BE HELD 409 221 W. ESPLANADE, NORTH VANCOUVER BC V7M
3J3
ON MONDAY, SEPTEMBER 30, 2019 at 2:00 p.m. (local time)
(the
"
Meeting
")
The undersigned stockholder ("Registered Stockholder") of the
Company hereby appoints, Richard Haderer, an officer of the Company, or failing
this person, Luke Rich, an officer of the Company, or in the place of the
foregoing, ___________________ [print name] as proxyholder for and on behalf of
the Registered Stockholder with the power of substitution to attend, act and
vote for and on behalf of the Registered Stockholder in respect of all matters
that may properly come before the Meeting and at every adjournment thereof, to
the same extent and with the same powers as if the undersigned Registered
Stockholder were present at the said Meeting, or any adjournment thereof.
The Registered Stockholder hereby directs the proxyholder to
vote the securities of the Company registered in the name of the Registered
Stockholder as specified herein.
[ ]
|
Please check this box only if you intend to attend and
vote at the Meeting
|
To assist the Company in tabulating the votes submitted by
proxy prior to the Meeting, we request that you mark, sign, date and return this
Proxy by 2:00 p.m., September 28, 2019 using the enclosed envelope.
THIS PROXY IS SOLICITED ON BEHALF MANAGEMENT OF THE COMPANY.
PLEASE MARK YOUR VOTE IN THE BOX.
PROPOSAL 1: Election of Directors:
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a)
Richard Haderer
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FOR
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[ ]
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WITHHELD
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[ ]
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b)
Luke Rich
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FOR
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[ ]
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WITHHELD
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[ ]
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c)
David Chalk
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FOR
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[ ]
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WITHHELD
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[ ]
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PROPOSAL 2: To ratify the appointment of Sadler, Gibb
& Associates, LLC,
Certified Public Accountants as the
Companys independent public accounting
firm for the fiscal year
ending May 31, 2018
|
FOR
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[ ]
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AGAINST
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[ ]
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ABSTAIN
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[ ]
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PROPOSAL 3: A non-binding advisory resolution to approve
executive
compensation
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FOR
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[ ]
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AGAINST
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[ ]
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ABSTAIN
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[ ]
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PROPOSAL 4: Amendment to Articles increase in
authorized share
capital
|
FOR
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[ ]
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AGAINST
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[ ]
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ABSTAIN
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[ ]
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In their discretion, the Proxies are authorized to vote
upon such other business as may properly come before the Meeting. This
Proxy, when properly executed, will be voted in the manner directed by the
Registered Stockholder. If no direction is made, this Proxy will be voted
"FOR" each of the nominated directors and "FOR" the remaining Proposals.
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Dated: _________________________________________________
|
Signature: _________________________________________________
|
Please sign exactly as name appears below. When shares are held
jointly, both Registered Stockholders should sign. When signing as attorney,
executor, administrator, trustee or guardian, please indicate full title as
such. If a corporation, please indicate full corporate name; and if signed by
the president or another authorized officer, please specify the officer's
capacity. If a partnership, please sign in partnership name by authorized
person.
SIGN HERE:
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Please Print Name:
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Date:
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Number of Shares Represented by Proxy
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THIS PROXY FORM IS NOT VALID UNLESS IT IS SIGNED AND
DATED.
SEE IMPORTANT INFORMATION AND INSTRUCTIONS ON
REVERSE.
INSTRUCTIONS FOR COMPLETION OF PROXY
1.
This form of proxy ("Instrument of Proxy")
must be signed
by you, the
Registered Stockholder, or by your attorney duly authorized by you in writing,
or, in the case of a corporation, by a duly authorized officer or representative
of the corporation; and
if executed by an attorney, officer, or other duly
appointed representative
, the original or a notarial copy of the instrument
so empowering such person, or such other documentation in support as shall be
acceptable to the Chairman of the Meeting, must accompany the Instrument of
Proxy.
2.
If this Instrument of Proxy is not dated
in the space provided,
authority is hereby given by you, the Registered Stockholder, for the
proxyholder to date this proxy seven (7) calendar days after the date on which
it was mailed to you, the Registered Stockholder.
3.
A Registered Stockholder who wishes to attend the Meeting and vote on the
resolutions in person
, may
simply register with the Scrutineer
before the Meeting begins.
4.
A Registered Stockholder who is not able to attend the Meeting in person but
wishes to vote on the resolutions
, may do the following:
(a)
appoint one of the management proxyholders
named on the Instrument of
Proxy, by leaving the wording appointing a nominee as is; OR
(b)
appoint another proxyholder
.
5.
The securities represented by this Instrument of Proxy will be voted or withheld
from voting in accordance with the instructions of the Registered Stockholder on
any poll of a resolution that may be called for and, if the Registered
Stockholder specifies a choice with respect to any matter to be acted upon, the
securities will be voted accordingly. Further, the securities will be voted by
the appointed proxyholder with respect to any amendments or variations of any of
the resolutions set out on the Instrument of Proxy or matters which may properly
come before the Meeting as the proxyholder in its sole discretion sees fit.
INSTRUCTIONS AND OPTIONS FOR VOTING:
To be represented at the Meeting, this Instrument of Proxy
must be DEPOSITED at the office of
Empire Stock Transfer.
, by mail
in the enclosed business reply envelope, at any time up to and including 2:00
p.m. (Pacific time) on September 28, 2019, or at least 48 hours (excluding
Saturdays, Sundays and holidays) before the time that the Meeting is to be
reconvened after any adjournment of the Meeting.
If there you have any questions please dont hesitate to email
us at rico@empirestock.com, or call us at (702) 818-5898
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