FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of
Foreign Private Issuer
Pursuant to Rule 13a-16 or
15d-16
of the Securities Exchange Act of 1934
For the month of May 2015
Commission File Number 001-33136
EXETER
RESOURCE CORPORATION
Suite 1660, 999 West Hastings Street
Vancouver, B.C., Canada
V6C 2W2
604.688.9592
Indicate by check mark whether
the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if
the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or
legally organized (the registrants home country), or under the rules of the home country exchange on which the registrants securities are traded, as long as the report or other document is not a press release, is not required
to be and has not been distributed to the registrants security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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EXETER RESOURCE CORPORATION (Registrant) |
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Date: May 12, 2015 |
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By: |
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/s/ Cecil Bond |
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Name |
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Cecil Bond |
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Title |
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Chief Financial Officer |
EXHIBIT INDEX
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Exh.
No. |
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Description |
99.1 |
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Management Information Circular (Including Notice of Meeting) |
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99.2 |
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Form of Proxy |
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99.3 |
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Voting Instruction Form |
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99.4 |
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Financial Statements Request Form |
Exhibit 99.1
NOTICE OF ANNUAL GENERAL MEETING
Notice is
hereby given that the Annual General Meeting (the Meeting) of the shareholders of Exeter Resource Corporation (the Company) will be held on Thursday, June 11, 2015 at 1660 999 West Hastings Street,
Vancouver, British Columbia, Canada, at the hour of 1:00 p.m. (local time in Vancouver) at for the following purposes:
1. |
To receive the annual financial statements of the Company for its financial year ended December 31, 2014 and the auditors report
thereon; |
2. |
To determine the number of directors at five; |
3. |
To elect directors for the ensuing year; and |
4. |
To appoint PricewaterhouseCoopers LLP, Chartered Accountants, as the Companys auditor for the ensuing financial year and to authorize the
directors to set the auditors remuneration. |
Accompanying this Notice of Meeting are: (1) an Information
Circular, which provides additional information relating to the matters to be dealt with at the Meeting; (2) a form of proxy or voting instruction form (VIF) (including a financial statement request form for use by shareholders who
wish to receive the Companys future annual and/or interim financial statements and related managements discussion and analysis); and (3) a return envelope for use by the shareholders to send in their proxy or VIF.
Shareholders who cannot attend the Meeting in person may vote by proxy if a registered shareholder or provide voting instructions if a
non-registered shareholder. If you are a registered shareholder of the Company and are unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with Computershare Investor Services Inc.,
8th Floor, 100 University Avenue, Toronto, Ontario, Canada, M5J 2Y1 by 1:00 p.m. (Pacific time) on Tuesday, June 9, 2015 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 you are a non-registered shareholder and a non-objecting beneficial owner, and receive a VIF from
Computershare, please complete and return the form in accordance with the instructions. If you do not complete and return the form in accordance with such instructions, you may lose your right to vote at the Meeting, either in person or by proxy.
If you are a non-registered shareholder and an objecting beneficial owner and receive these materials through your broker or through
another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you do not complete and return the materials in accordance with such instructions, you
may lose your right to vote at the Meeting, either in person or by proxy.
DATED at Vancouver, British Columbia, this 4th day of May,
2015.
BY ORDER OF THE BOARD
Yale R. Simpson
Yale R. Simpson
Co-Chairman
INFORMATION CIRCULAR
for the
ANNUAL GENERAL MEETING
of
EXETER RESOURCE CORPORATION
to be held on
June 11, 2015
INFORMATION CIRCULAR
EXETER RESOURCE CORPORATION
Suite 1660, 999 West Hastings Street
Vancouver, British Columbia
Canada
V6C 2W2
Website: http://www.exeterresource.com
(all information as at May 4, 2015 unless otherwise noted)
PERSONS MAKING THE SOLICITATION
This Information Circular is furnished in connection with the solicitation of proxies being made by the management of Exeter Resource
Corporation (the Company) for use at the Annual General Meeting of the Companys shareholders (the Meeting) to be held on June 11, 2015 at the time and place and for the purposes set forth in the accompanying Notice
of Meeting. While it is expected that the solicitation will be made primarily by mail, proxies may be solicited personally or by telephone by directors, officers and employees of the Company at nominal cost. All costs of this solicitation will
be borne by the Company.
APPOINTMENT OF PROXIES
The individuals named in the accompanying form of proxy (the Proxy) are directors or officers of the Company. A SHAREHOLDER
WISHING TO APPOINT SOME OTHER PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR THE SHAREHOLDER AND ON THE SHAREHOLDERS BEHALF AT THE MEETING, OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF, HAS THE RIGHT TO DO SO, EITHER BY
INSERTING SUCH PERSONS OR COMPANYS NAME IN THE BLANK SPACE PROVIDED IN THE PROXY AND STRIKING OUT THE TWO PRINTED NAMES, OR BY COMPLETING ANOTHER PROXY. A Proxy will not be valid unless it is completed, dated, signed and delivered to
Computershare Investor Services Inc. (Computershare), of 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1 not less than 48 hours (excluding Saturdays,
Sundays and holidays) before the time for holding the Meeting or any adjournment or postponement thereof.
NON-REGISTERED HOLDERS
Only registered shareholders (Registered Shareholders) or
duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are non-registered shareholders because the common shares they own are not registered in their
names but are instead registered in the names of a brokerage firm, bank or other intermediary or in the name of a clearing agency. Shareholders who do not hold their shares in their own name (referred to herein as Beneficial
Shareholders) should note that only Registered Shareholders (or duly appointed proxyholders) may complete a Proxy or vote at the Meeting in person. If common shares are listed in an account statement provided to a shareholder by a broker,
then in almost all cases those common shares will not be registered in such shareholders name on the records of the Company. Such common shares will more likely be registered under the name of the shareholders broker or an agent of that
broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which company acts as nominee for many Canadian brokerage firms). Common
shares held by brokers (or their agents or nominees) on behalf of a brokers client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and
nominees are prohibited from voting shares for the brokers clients.
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This Information Circular and accompanying materials are being sent to both Registered
Shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories those who object to their identity being known to the issuers of securities which they own (Objecting Beneficial Owners, or
OBOs) and those who do not object to their identity being made known to the issuers of the securities they own (Non-Objecting Beneficial Owners, or NOBOs). Subject to the provision of National
Instrument 54-101 Communication with Beneficial Owners of Securities of Reporting Issuers (NI 54-101), issuers may request and obtain a list of their NOBOs from intermediaries via their transfer agents and use this
NOBO list for distribution of proxy-related materials directly to NOBOs.
The Company is taking advantage of those provisions of NI 54-101
that permit the Company to deliver proxy-related materials directly to the Companys NOBOs who have not waived the right to receive them (and is not sending proxy-related materials using notice-and-access). As a result, NOBOs can expect to
receive a Voting Instruction Form (VIF) together with the Notice of Meeting, this Information Circular and related documents from the Companys transfer agent Computershare. These VIFs are to be completed and returned in
accordance with the instructions provided. NOBOs should carefully follow the instructions provided, including those regarding when and where to return the completed VIFs.
Should a NOBO wish to attend and vote at the Meeting in person, the NOBO must insert the NOBOs name (or such other person as the NOBO
wishes to attend and vote on the NOBOs behalf) in the blank space provided for that purpose on the VIF and return the completed VIF in line with the instructions provided, or the NOBO must submit to the Company any other document in writing
that requests that the NOBO or a nominee of the NOBO be appointed as proxyholder. In such circumstances, with respect to proxies held by management in respect of securities owned by the NOBO so requesting, the Company must arrange, without expense
to the NOBO, to appoint the NOBO or a nominee of the NOBO as a proxyholder in respect of those securities. Under NI 54-101, if the Company appoints a NOBO or a nominee of the NOBO as a proxyholder as aforesaid, the NOBO or nominee of the NOBO, as
applicable, must be given the authority to attend, vote and otherwise act for and on behalf of management in respect of all matters that may come before the Meeting and any adjournment or continuance thereof, unless corporate law does not permit the
giving of that authority. Pursuant to NI 54-101, if the Company appoints a NOBO or its nominee as proxyholder as aforesaid the Company must deposit the proxy within the timeframe specified above for the deposit of proxies if the Company obtains the
instructions at least one (1) business day before the termination of that time. If a NOBO or a nominee of the NOBO is approved as a proxyholder pursuant to such request, the appointed proxyholder will need to attend the Meeting in person in
order for their votes to be counted.
In accordance with the requirements of NI 54-101, we have distributed copies of the Notice of
Meeting, this Information Circular and related documents (collectively, the Meeting Materials) to the clearing agencies and intermediaries for onward distribution to OBOs. Intermediaries are required to forward the Meeting
Materials to OBOs unless in the case of certain proxy-related materials the OBO has waived the right to receive them. Very often, intermediaries will use service companies such as Broadridge to forward the Meeting Materials to OBOs. Together with
the Meeting Materials, intermediaries or their service companies should provide OBOs with a request for voting instruction form which, when properly completed and signed by such OBO and returned to the intermediary or its service
company, will constitute voting instructions which the intermediary must follow. The purpose of this procedure is to permit OBOs to direct the voting of the common shares that they beneficially own. The Company does not intend to pay for an
intermediary to deliver to the Meeting Materials to OBOs and OBOs will not receive the Meeting Materials and voting instruction form unless their intermediary assumes the costs of delivery. OBOs should carefully follow the instructions of their
intermediary, including those regarding when and where the completed request for voting instructions is to be delivered.
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Should an OBO wish to vote at the Meeting in person, the OBO must insert the OBOs name (or
such other person as the OBO wishes to attend and vote on the OBOs behalf) in the blank space provided for that purpose on the request for voting instruction form and return the completed request for voting instruction form to the intermediary
or its service provider or the OBO must submit, to their intermediary, any other document in writing that requests that the OBO or a nominee of the OBO be appointed as proxyholder. In such circumstances an intermediary who is the registered holder
of, or holds a proxy in respect of, securities owned by an OBO is required under NI 54-101 to arrange, without expense to the OBO, to appoint the OBO or a nominee of the OBO as a proxyholder in respect of those securities. Under NI 54-101, if an
intermediary appoints an OBO or the nominee of the OBO as a proxyholder as aforesaid, the OBO or nominee of the OBO, as applicable, must be given the authority to attend, vote and otherwise act for and on behalf of the intermediary, in respect of
all matters that may come before the Meeting and any adjournment or continuance thereof, unless corporate law does not permit the giving of that authority. Pursuant to NI 54-101 an intermediary who appoints an OBO or its nominee as proxyholder as
aforesaid is required under NI 54-101 to deposit the proxy within the timeframe specified above for the deposit of proxies if the intermediary obtains the instructions at least one (1) business day before the termination of that time. If the
OBO or a nominee of the OBO is appointed a proxyholder pursuant to such request, the appointed proxyholder will need to attend the Meeting in person in order for their votes to be counted.
These securityholder materials are being sent to both registered owners and non-registered owners of the securities of the Company. If you are
a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory
requirements from the intermediary holding on your behalf.
By choosing to send these materials to you directly, the Company (and not the
intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting
instructions.
All references to shareholders in this Information Circular, the accompanying Proxy and Notice of Meeting of shareholders
are to Registered Shareholders of record unless specifically stated otherwise.
REVOCATION OF PROXIES
A Proxy given by a Registered Shareholder at the Meeting may be revoked in any manner permitted by law. A Registered Shareholder who has given
a Proxy may revoke it by an instrument in writing executed by the shareholder or by the shareholders attorney authorized in writing or, if the shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and
delivered either to the registered office of the Company, at 2900 - 550 Burrard Street, Vancouver, British Columbia Canada V6C 0A3, at any time up to and including the last business day preceding the day of
the Meeting or any adjournment or postponement thereof, or in any other manner provided by law. Only Registered Shareholders have the right to revoke a Proxy. Beneficial Shareholders who wish to change their vote must, sufficiently in advance of
the Meeting or any adjournment or postponement thereof, arrange for their respective intermediaries to change their vote and if necessary arrange for their respective intermediaries to revoke the Proxy on their behalf.
A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.
EXERCISE OF DISCRETION
If the instructions in a Proxy are certain, the shares represented thereby will be voted on any poll by the persons named in the Proxy, and,
where a choice with respect to any matter to be acted upon has been specified in the Proxy, the shares represented thereby will, on a poll, be voted or withheld from voting in accordance with the specifications so made.
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Where no choice has been specified, or where both choices have been specified by the
shareholder, such shares will, on a poll, be voted in favour in accordance with the notes to the Proxy.
If a Non-Registered Holders Intermediary is a member of the NYSE-MKT, that member Intermediary may vote the Non-Registered Holders Proxy at its discretion when it has:
i) sent the proxy materials to the Non-Registered Holder at least fifteen days prior to the Meeting, and ii) not received voting instructions from the Non-Registered
Holder at least ten days prior to the Meeting.
The enclosed Proxy, when properly completed and delivered and not revoked, confers
discretionary authority upon the persons appointed proxyholders thereunder to vote with respect to any amendments or variations of matters identified in the Notice of Meeting and with respect to other matters which may properly come before the
Meeting. If any amendments or variations to matters identified in the Notice of Meeting are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the persons designated in
the enclosed Proxy to vote in accordance with their best judgment on such matters or business. At the time of the printing of this Information Circular, management of the Company knows of no such amendment, variation or other matter which may be
presented to the Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES
The board of directors (the Board) has fixed the record date of the Meeting at the close of business on May 4, 2015
(the Record Date). Shareholders of the Company of record as of that date are entitled to receive notice of the Meeting and to vote at the Meeting or any adjournments or postponements thereof.
As at the Record Date, the Company had issued and outstanding 88,407,753 fully paid and non-assessable
common shares without par value, each share carrying the right to one vote. Only shareholders of record at the close of business on the Record Date who either personally attend the Meeting or who have completed and delivered a Proxy in the manner
specified, and subject to the provisions described above, shall be entitled to vote or to have such shareholders shares voted at the Meeting.
On a show of hands, every individual who is present and is entitled to vote as a shareholder or as a representative of one or more corporate
shareholders will have one vote, and on a poll every shareholder present in person or represented by a proxy and every person who is a representative of one or more corporate shareholders, will have one vote for each common share registered in that
shareholders name on the list of shareholders as at the Record Date, which is available for inspection during normal business hours at Computershare and will be available at the Meeting.
To the best of the knowledge of the directors and executive officers of the Company, there are no persons who, or corporations which,
beneficially own, or control or direct, directly or indirectly, shares carrying 10% or more of the voting rights attached to all outstanding shares of the Company.
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CURRENCY
Unless otherwise specified, all dollar amounts presented in this Information Circular are in Canadian currency.
STATEMENT OF EXECUTIVE COMPENSATION
For the purposes of this Information Circular, executive officer of the Company means an individual who at any time during the
year was the Chair, or a Co-Chair or President of the Company; any Vice-President in charge of a principal business unit, division or function including sales, finance
or production; and any individual who performed a policy-making function in respect of the Company.
Set out below are particulars of compensation paid to the following persons (the Named Executive Officers or
NEOs):
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a chief executive officer (CEO); |
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a chief financial officer (CFO); |
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(c) |
each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other
than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and |
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(d) |
any individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company,
nor acting in a similar capacity, at the end of that financial year. |
As at December 31, 2014, the end of the most
recently completed financial year of the Company, the Company had five Named Executive Officers, whose names and positions held within the Company are set out in the summary compensation table below.
Compensation Discussion and Analysis
The Company does not have a formal compensation program. However, the Compensation Committee of the Board meets to discuss and determine the
recommendations that it will make to the Board regarding management compensation, without reference to formal objectives, criteria or analysis. The general objectives of the Companys compensation strategy are to (a) compensate management
in a manner that encourages and rewards a high level of performance and outstanding results with a view to increasing long-term shareholder value; (b) align managements interests with the long-term interests of shareholders; (c) provide a compensation package that is commensurate with other junior mineral exploration companies to enable the Company to attract and retain talent; and
(d) ensure that the total compensation package is designed in a manner that takes into account the constraints that the Company is under by virtue of the fact that it is a junior mineral exploration company without a history of earnings.
The Compensation Committee is composed of Robert G. Reynolds, John C. Simmons and Julian Bavin, all of whom are independent directors,
applying the definition set out in section 1.4 of National Instrument 52- 110 Audit Committees (NI 52-110).
The Compensation Committee considers and evaluates executive compensation levels on an annual basis and where appropriate considers amongst
other evidence, available information for peer group companies, which are principally comprised of junior mineral exploration companies, to ensure that the Companys executive
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compensation levels are within the range of comparable norms. In selecting peer group companies,
the Compensation Committee primarily looks for public companies that are comparable in terms of business and size. During 2013 the Compensation Committee reviewed executive compensation levels and determined that no changes were necessary, except
for the CFO whose remuneration was increased and the former CEO whose remuneration was decreased to reflect his new role as Co-Chairman. In May 2014 the Compensation Committee reviewed the executive consulting agreements in place which were set to
expire on August 31, 2014, and agreed to renew them for a further two years under the same terms and conditions.
Currently, the
principal components of the Companys executive compensation packages are base remuneration, long-term incentive in the form of stock options, and a discretionary annual incentive cash bonus. The Company targets base remuneration, bonuses, and
option based awards towards an upper level relative to peer companies for similarly experienced executives performing similar duties. Generally, awards are made within this range, although compensation is awarded above or below in cases of
exceptional or poor corporate and/or individual performance or other individual factors relating to a Named Executive Officer. The Company benchmarks against upper compensation levels to attract and retain executives, and provide an incentive for
executives to strive for better than average performance to earn better than average compensation and helps the Company to manage the overall cost of management compensation.
While the Compensation Committee believes that it is important to use benchmarking data to assist it in determining appropriate ranges for
executive compensation, it also considers other factors when awarding executive compensation, such as the overall financial strength of the Company, its exploration successes and equity financing success.
Base remuneration is used to provide the Named Executive Officers a set amount of money during the year with the expectation that each Named
Executive Officer will perform his responsibilities to the best of his ability and in the best interests of the Company.
The granting of
incentive stock options provides a link between management compensation and the Companys share price. It also rewards management for achieving results that improve Company performance and thereby increase shareholder value. Stock options are
generally awarded to executive officers at the commencement of employment and periodically thereafter. In making a determination as to whether a grant of long-term incentive stock options is appropriate, and
if so, the number of options that should be granted, consideration is given to: the number and terms of outstanding incentive stock options held by the Named Executive Officer; current and expected future performance of the Named Executive Officer;
the potential dilution to shareholders and the cost to the Company; general industry standards and the limits imposed by the terms of the Companys stock option plan, as amended (the Option Plan) and the Toronto Stock
Exchange (the TSX). The Company considers the granting of incentive stock options to be a particularly important element of compensation as it allows the Company to reward each Named Executive Officers efforts to increase
value for shareholders without requiring the Company to use cash from its treasury. The terms and conditions of the Companys stock option grants, including vesting provisions and exercise prices, are governed by the terms of the Option Plan,
which are described under Incentive Plan Awards below.
Finally, the Compensation Committee will consider whether it is
appropriate and in the best interests of the Company to award a discretionary cash bonus to the Named Executive Officers and if so, in what amount. A cash bonus may be awarded to reward extraordinary performance that has led to increased value for
shareholders through strategic corporate transactions, property acquisitions or divestitures, the formation of new strategic or joint venture relationships and/or capital raising efforts. Demonstrations of extraordinary personal commitment to the
Companys interests, the community and the industry may also be rewarded through a cash bonus.
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The Compensation Committee considers the implications and risks of the Companys
compensation policies and practices as a factor in assisting the Board in approving and monitoring guidelines and practices regarding the compensation and benefits of officers. In particular, the committee considers the impact on NEOs and other
senior executives to ensure that they do not take undue risks. The Compensation Committee has not identified any risks in the Companys existing compensation policies and practices that it believes would be reasonably likely to have a material
adverse effect on the Company.
The Company does not have a formal policy prohibiting a NEO or director from purchasing financial
instruments that are designed to hedge or offset a decrease in market value of equity securities granted as compensation and held, directly or indirectly, by the NEO or director.
Performance Graph
The Company graduated
from the TSX Venture Exchange (TSX-V) to the TSX on October 27, 2009. The following graph compares the cumulative total shareholder return for $100 invested in common shares of the Company from January 1, 2010 to December 31, 2014
against the cumulative total shareholder return of the S&P/TSX for the same period, assuming the reinvestment of all dividends.
Cumulative Value of $100 Investment from January 1, 2010 to December 31, 2014
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Jan. 1, 2010 |
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Dec. 31, 2010 |
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Dec. 31, 2011 |
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Dec. 31, 2012 |
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Dec. 31, 2013 |
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Dec. 31, 2014 |
Exeter Resource Corporation |
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$100 |
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$83.67 |
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$36.03 |
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$16.46 |
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$7.83 |
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$8.91 |
S&P/TSX |
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$100 |
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$114.45 |
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$101.78 |
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$105.85 |
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$115.97 |
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$124.57 |
The graph above, which compares Total Common Shareholders Return against the S&P / TSX
over the last five years, reflects that the Company has not performed as well as the S&P / TSX over the last five years. The Companys performance over the past five years has been negatively impacted by declining commodity prices
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which has had a similar impact on many junior resource stocks. Total cash compensation (salary
and annual incentive plan) decreased for all NEOs annually since 2010, except the CFO whose remuneration increased in 2013, the new CEO engaged in 2013 and remuneration paid to the VP Development & Operations which is based upon time
charged. The annual decrease follows the performance of the market price of the Companys common shares. No cash bonuses were paid in 2012, 2013 or 2014, primarily due to challenging financial conditions in the mining industry. The increase in
total compensation for all NEOs during the 2012 year compared to 2013 and 2014 is as a result of the value that is attributed to option based awards granted using the Black-Scholes option pricing model, these values do not represent actual amounts
received by the NEOs as the gain, if any, will depend on the market value of the shares on the date that the option is exercised.
Summary Compensation
Table
The following table is a summary of compensation paid to the Named Executive Officers for the three most recently completed
financial years. For the information concerning compensation related to Named Executive Officers of previous years, please refer to the Companys previous Management Proxy Circulars available at www.sedar.com.
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Name and
Principal Position |
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Year |
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Salary ($) |
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Share- based awards ($) |
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Option- based awards ($)(1) |
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Non-equity incentive plan compensation |
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Pension value ($)(3) |
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All other compensation ($) |
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Total compensation ($) |
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Annual incentive plan(2) |
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Long- term incentive plan(2) |
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Bryce G. Roxburgh,
Co-Chairman(4) |
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2014 2013 2012 |
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$200,000(6) $280,000(7) $360,000
(8) |
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Nil Nil Nil |
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Nil $339,900 $1,358,175 |
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Nil Nil Nil |
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Nil Nil Nil |
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Nil Nil Nil |
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Nil Nil Nil |
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$200,000 $619,900 $1,718,175 |
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Yale R. Simpson,
Co-Chairman |
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2014 2013 2012 |
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$120,000(9) $120,000(9) $160,000
(9) |
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Nil Nil Nil |
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Nil $203,940 $981,939 |
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Nil Nil Nil |
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Nil Nil Nil |
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Nil Nil Nil |
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Nil Nil Nil |
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$120,000 $323,940 $1,141,939 |
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Wendell M. Zerb,
President & Chief
Executive Officer (5) |
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2014 2013 2012 |
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$350,000 $350,000 Nil |
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Nil Nil Nil |
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Nil $1,115,400 Nil |
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Nil Nil Nil |
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Nil Nil Nil |
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Nil Nil Nil |
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$6,000 Nil Nil |
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$356,000 $1,465,400 Nil |
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Cecil R. Bond,
Chief Financial
Officer |
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2014 2013 2012 |
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$250,000(10) $250,000(10) $200,000
(11) |
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Nil Nil Nil |
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Nil $203,940 $886,658 |
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Nil Nil Nil |
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Nil Nil Nil |
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Nil Nil Nil |
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Nil Nil Nil |
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$250,000 $453,940 $1,086,658 |
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|
|
|
|
|
|
|
|
S. R. Jeremy Perkins,
VP Development &
Operations |
|
2014 2013 2012 |
|
$249,141(12) $212,389(12) $288,508
(12) |
|
Nil Nil Nil |
|
Nil Nil $541,640 |
|
Nil Nil Nil |
|
Nil Nil Nil |
|
Nil Nil Nil |
|
Nil Nil Nil |
|
$249,141 $212,389 $830,148 |
(1) |
The Company used the Black-Scholes option pricing model for determining the fair value of stock options
issued at grant date. These values do not represent actual amounts received by the NEOs as the gain, if any, will depend on the market value of the shares on the date that the option is exercised. |
(2) |
The Company does not currently have a formal annual incentive plan or long term incentive plan for any of its executive officers, including its
Named Executive Officers, but may award discretionary bonus payments from time to time. |
(3) |
The Company does not have any pension, retirement or deferred compensation plans, including defined contribution plans. |
(4) |
Mr. Roxburgh transitioned from the role of President and Chief Executive Officer to the role of Co-Chairman, a position shared with
Mr. Simpson, on February 28, 2013. |
(5) |
Mr. Zerb was appointed President and Chief Executive Officer on February 28, 2013. |
(6) |
The Company paid a fee of $16,667 per month during the financial year ended December 31, 2014 to Rowen Company Limited
(Rowen) a company controlled by Mr. Roxburgh. |
(7) |
The Company paid a fee of $30,000 per month for the first six months and $16,667 per month for the last six months of the financial year ended
December 31, 2013 to Rowen. |
(8) |
The Company paid a fee of $30,000 per month during the financial year ended December 31, 2012 to Rowen. |
- 9 -
(9) |
The Company paid a fee of $14,583 per month for the financial years ended December 31, 2014, 2013 and 2012 to Canaust Resource Consultants Ltd.
(Canaust). Canaust is controlled by Mr. Simpson. |
(10) |
The Company paid a fee of $20,833 per month for the financial years ended December 31, 2014 and 2013 to 667060 B.C. Ltd.
(667060), a company controlled by Mr. Bond. |
(11) |
The Company paid a fee of $16,667 per month for the financial year ended December 31, 2012 to 667060. |
(12) |
Fees paid by the Company, based upon time charged, are paid to J Perkins & Associates Pty Ltd. (JPA), a company
controlled by Mr. Perkins. |
The Company entered into consulting agreements dated as of September 1, 2014 with
Bryce Roxburgh (Roxburgh), Cecil Bond (Bond) and Yale Simpson (Simpson) and the companies through which their services are provided.
Pursuant to the consulting agreement between the Company, Rowen of Hong Kong and Roxburgh, Rowen provides the services of Roxburgh to the
Company, and provides for Roxburgh to serve as a director of the Company if elected and to hold office at the pleasure of the Board. Roxburgh is a beneficiary of Rowen. The Company pays Rowen a monthly consulting fee of $16,667 for Roxburghs
services. The agreement has a term of two years, and upon expiry, will automatically be extended for a further two years unless the Company gives 180 days notice that it will not extend the agreement. See Termination and Change of
Control Benefits below.
Pursuant to the consulting agreement between the Company, 667060 of British Columbia and Bond, 667060
provides the services of Bond to the Company, and provides for Bond to serve as CFO of the Company at the pleasure of the Board. 667060 is controlled by Bond. The Company pays 667060 a monthly consulting fee of $20,833 for Bonds services. The
agreement has a term of two years, and upon expiry, will automatically be extended for a further two years unless the Company gives 180 days notice that it will not extend the agreement. See Termination and Change of Control
Benefits below.
Pursuant to the consulting agreement between the Company, Canaust of British Columbia and Simpson, Canaust provides
the services of Simpson to the Company, and provides for Simpson to serve as a director of the Company as elected and to hold the office of Chairman at the pleasure of the Board. Canaust is controlled by Simpson. The Company pays Canaust a monthly
consulting fee of $14,583 for Simpsons services. The agreement has a term of two years, and upon expiry, will automatically be extended for a further two years unless the Company gives 180 days notice that it will not extend the
agreement. See Termination and Change of Control Benefits below.
- 10 -
Incentive Plan Awards
Outstanding Share-Based Awards and Option-Based Awards - NEOs
The following table is a summary of all option-based awards and
share-based awards to the Named Executive Officers that were outstanding at the end of the most recently completed financial year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option based Awards |
|
Share based Awards |
Name |
|
Number of securities underlying unexercised options (#) |
|
|
Option exercise price ($) |
|
Option expiration date |
|
Value
of unexercised in-the-money options ($)(1) |
|
Number of shares or units of shares that have not vested (#) |
|
Market or payout value of
shares- based awards that have not vested ($) |
|
Market or payout value of shares-based awards not paid out
or distributed ($) |
|
|
|
|
|
|
|
|
Bryce G.
Roxburgh |
|
|
750,000 500,000 |
|
|
$1.31 $1.20 |
|
Nov. 16, 2017 Mar. 11,
2018 |
|
Nil |
|
Nil |
|
Nil |
|
Nil |
|
|
|
|
|
|
|
|
Yale R.
Simpson |
|
|
385,000 300,000 |
|
|
$1.31 $1.20 |
|
Nov. 16, 2017 Mar. 11,
2018 |
|
Nil |
|
Nil |
|
Nil |
|
Nil |
|
|
|
|
|
|
|
|
Wendell M.
Zerb |
|
|
1,500,000 |
|
|
$1.22 |
|
Jan. 10, 2018 |
|
Nil |
|
Nil |
|
Nil |
|
Nil |
|
|
|
|
|
|
|
|
Cecil R.
Bond |
|
|
585,000 300,000 |
|
|
$1.31 $1.20 |
|
Nov. 16, 2017 Mar. 11,
2018 |
|
Nil |
|
Nil |
|
Nil |
|
Nil |
|
|
|
|
|
|
|
|
S. R. Jeremy
Perkins |
|
|
250,000 |
|
|
$1.31 |
|
Nov. 16, 2017 |
|
Nil |
|
Nil |
|
Nil |
|
Nil |
(13) |
In-the-money options are those where the market value of the
underlying securities as at the most recent financial year end exceeds the option exercise price. This amount is calculated as the difference between the market value of the securities underlying the options on December 31, 2014, being the last
trading day of the Companys shares for the financial year, and the exercise price of the option. The closing market price of the Companys shares as at December 31, 2014 was $0.66. These options have not been, and may never be,
exercised and actual gains, if any, on exercise will depend on the market value of the underlying securities on the date of exercise. |
Incentive Plan Awards Value Vested or Earning During The Year - NEOs
The following table is a summary of the value of awards vested or earned during the most recently completed financial year for the Named
Executive Officers.
|
|
|
|
|
|
|
Name |
|
Option-based awards
Value vested during the
year ($)(1)(2) |
|
Share-based awards Value vested during the
year ($) |
|
Non-equity incentive plan
compensation Value
earned during the year
($) |
Bryce G. Roxburgh |
|
Nil |
|
Nil |
|
Nil |
Yale R. Simpson |
|
Nil |
|
Nil |
|
Nil |
Wendell M. Zerb |
|
Nil |
|
Nil |
|
Nil |
Cecil R. Bond |
|
Nil |
|
Nil |
|
Nil |
S. R. Jeremy Perkins |
|
Nil |
|
Nil |
|
Nil |
(1) |
Value vested during the year is calculated by subtracting the market price of the Companys common shares on the date the option vested (being
the closing price of the Companys shares on the TSX on the last trading day prior to the vesting date) from the exercise price of the option. |
(2) |
No options vested during the year, options vested immediately or the market price of the Companys common shares on the date the option vested
was equal to or lower than the exercise price of the option. |
- 11 -
Stock Option Plan
The Company has adopted an incentive stock option plan (the Option Plan), the essential elements of which are as follows: On
May 31, 2013, shareholders approved an amended Option Plan reducing the aggregate number of shares of the Companys capital stock issuable pursuant to options granted under the Option Plan, such that options granted under the Option Plan
may not exceed 10% of the issued and outstanding shares of the Company at the time of the option grant. As at December 31, 2014, the maximum number of options issuable under the Option Plan was 8,840,775. The Option Plan provides for a limit on
insider participation such that the shares reserved for issuance to insiders does not exceed 10% of the issued and outstanding shares of the Company. Options granted under the Option Plan may have a maximum term of ten years, but options granted to
date have had a life of 5 years. Unless subsequently amended, the exercise price of options granted under the Option Plan will not be less than the last closing market price of the Companys shares immediately preceding the grant date. Options
granted under the Option Plan may be subject to vesting at times as determined by the directors of the Company and the TSX.
Termination and Change of
Control Benefits
The Company has entered into consulting agreements with each of Rowen and Bryce Roxburgh; 667060 and Cecil Bond; and
Canaust and Yale Simpson as well as an employment agreement with Wendell Zerb. Pursuant to the terms of the consulting agreements, where termination notice is given by the Company, other than for certain specified reasons, the Company will pay
Rowen, 667060 or Canaust, as applicable, a lump sum equal to 24 times the monthly consulting fee under the agreement plus an amount equivalent to the highest annual bonus paid in the immediately preceding two years. Pursuant to the employment
agreement, where termination notice is given by the Company, other than for certain specified reasons, the Company will pay Wendell Zerb, a lump sum equal to 24 times the monthly salary under the agreement plus an amount equivalent to the highest
annual bonus paid in the immediately preceding two years. If no such annual bonus has been paid then the deemed annual bonus will be fifty percent of the annual fee paid to the consultant or employee. Where termination notice is delivered by either
party within the 90-day period following a Change of Control (as defined below), the Company will pay Rowen, 667060 or Canaust, as applicable, a lump sum equal to 30 times the monthly consulting fee under the agreement, plus 2 times the annual bonus
or deemed annual bonus. The Company will pay Wendell Zerb a lump sum equal to 24 times the monthly consulting fee under the agreement, plus 2 times the annual bonus or deemed annual bonus.
Change Of Control is defined as:
|
(i) |
the sale, transfer or disposition of the Companys assets in complete liquidation or dissolution of the Company; or |
|
(ii) |
the Company amalgamates, merges or enters into a plan of arrangement with another company at arms length to the Company and its affiliates,
other than an amalgamation, merger or plan of arrangement that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting
securities of the surviving or resulting entity) more than 50% of the combined voting power of the surviving or resulting entity outstanding immediately after such amalgamation, merger or plan of arrangement; or |
|
(iii) |
any Person or combination of Persons at arms length to the Company and its affiliates acquires or becomes the beneficial owner of, directly
or indirectly, more than 20% of the voting securities of the Company, whether through the acquisition of previously issued and outstanding voting securities, or of voting securities that have not been previously issued, or
|
- 12 -
|
any combination thereof, or any other transaction having a similar effect, and such person or combination of persons exercise(s) the voting power attached to such securities in a manner that
causes the Incumbent Directors to cease to constitute a majority of the Board; or |
|
(iv) |
any Person or combination of Persons at arms length to the Company and its affiliates acquires or becomes the beneficial owner of, directly
or indirectly, more than 50% of the voting securities of the Company, whether through the acquisition of previously issued and outstanding voting securities, or of voting securities that have not been previously issued, or any combination thereof,
or any other transaction having a similar effect; or |
|
(v) |
the removal, by extraordinary resolution to the shareholders of the Company, of more than 51% of the then Incumbent Directors of the Company, or
the election of a majority of directors to the Board who were not nominees of the Incumbent Board at the time immediately preceding such election. |
Incumbent Director means any member of the Board who was a member of the Board prior to the occurrence of the transaction,
transactions or elections giving rise to a Change of Control and any successor to an Incumbent Director who was recommended or elected or appointed to succeed an Incumbent Director by the affirmative vote of a majority of the Incumbent Directors
then on the Board.
Person means any individual, partnership, limited partnership, joint venture, syndicate, sole
proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency or entity
however designated or constituted.
Had a notice of termination been given on December 31, 2014 in the circumstances described above,
other than a Change of Control, Rowen would have been entitled to an immediate payment of approximately $500,000; 667060 would have been entitled to an immediate payment of approximately $625,000; Canaust would have been entitled to an immediate
payment of approximately $437,500 and Wendell Zerb would have been entitled to an immediate payment of approximately $875,000.
Had a
Change of Control occurred on December 31, 2014, and if such notice of termination was given under each of the consulting and employment agreements, Rowen would have been entitled to an immediate payment of approximately $700,000; 667060 would
have been entitled to an immediate payment of approximately $875,000; Canaust would have been entitled to an immediate payment of approximately $612,500 and Wendell Zerb would have been entitled to an immediate payment of approximately $1,050,000.
Director Compensation
Effective
January 1, 2012, non-executive directors received fees totalling $50,000 per annum payable quarterly. The granting of incentive stock options provides a link between director compensation and the Companys share price. Stock options are
generally awarded to directors when they are first elected by the shareholders or appointed by the Board and periodically thereafter. In making a determination as to whether a grant of long-term incentive
stock options is appropriate, and if so, the number of options that should be granted, consideration is given to: the number and terms of outstanding incentive stock options held by the director; current and expected future contribution of the
director; the potential dilution to shareholders and the cost to the Company; general industry standards; and the limits imposed by the terms of the Option Plan and the TSX. The Company considers the granting of incentive stock options to be a
particularly important element of compensation as it allows the Company to reward each directors efforts to increase value for shareholders without requiring the Company to use cash from its treasury.
- 13 -
Director Compensation Table
The following table is a summary of all compensation provided to the directors of the Company for the most recently completed financial year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name(1) |
|
Fees earned ($) |
|
Share- based awards ($) |
|
Option- based awards ($)(2) |
|
Non-equity incentive plan compensation ($) |
|
Pension value ($) |
|
All other compensation ($) |
|
Total ($) |
Robert G. Reynolds |
|
$50,000 |
|
Nil |
|
Nil |
|
Nil |
|
Nil |
|
Nil |
|
$50,000 |
Julian Bavin |
|
$50,000 |
|
Nil |
|
Nil |
|
Nil |
|
Nil |
|
Nil |
|
$50,000 |
John C. Simmons |
|
$50,000 |
|
Nil |
|
Nil |
|
Nil |
|
Nil |
|
Nil |
|
$50,000 |
(1) |
For disclosure regarding compensation for any directors whom are also NEOs, please refer to the Summary Compensation Table above. There
was no compensation payable to these NEOs in their role as directors. |
(2) |
The Company used the Black-Scholes option pricing model for determining the fair value of stock options
issued at grant date. These amounts do not represent actual amounts received by the directors, as any gain, if any, will depend on the market value of the shares on the date that the option is exercised. |
Outstanding Share-Based Awards and Option-Based Awards
The following table is a summary of all option-based awards to the directors of the Company that were
outstanding at the end of the most recently completed financial year. There were no share-based awards outstanding at the end of the most recently completed financial year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option based Awards |
|
Share based Awards |
Name(1) |
|
Number of Securities underlying unexercised options
(#) |
|
Option exercise price ($) |
|
Option expiration date |
|
Value of unexercised in-the-money options(2) ($) |
|
Number of shares or units of shares that have not vested
(#) |
|
Market or payout value of shares- based awards that have not vested
(#) |
|
Market or payout value of shares- based awards not paid out
or distributed ($) |
Robert G. Reynolds |
|
285,000 |
|
$1.31 |
|
Nov. 16, 2017 |
|
Nil |
|
Nil |
|
Nil |
|
Nil |
Julian Bavin |
|
285,000 |
|
$1.31 |
|
Nov. 16, 2017 |
|
Nil |
|
Nil |
|
Nil |
|
Nil |
John C. Simmons |
|
285,000 |
|
$1.31 |
|
Nov. 16, 2017 |
|
Nil |
|
Nil |
|
Nil |
|
Nil |
(1) |
For disclosure regarding option-based awards outstanding at the end of the most recently completed financial
year for any directors whom are also NEOs, please refer to the Outstanding Share-Based Awards and Option-Based Awards - NEOs table above. |
(2) |
In-the-money options are those where the market value of the
underlying securities as at the most recent financial year end exceeds the option exercise price. This amount is calculated as the difference between the market value of the securities underlying the options on December 31, 2014, being the last
trading day of the Companys shares for the financial year, and the exercise price of the option. The closing market price of the Companys shares as at December 31, 2014 was $0.66. These options have not been, and may never be,
exercised and actual gains, if any, on exercise will depend on the market value of the underlying securities on the date of exercise. |
- 14 -
Incentive Plan Awards Value Vested or Earned During The Year
The following table is a summary of all value vested or earned during the most recently completed financial year for the directors of the
Company.
|
|
|
|
|
|
|
Name(1) |
|
Option-based awards Value vested during the year(2)(3)
($) |
|
Share-based awards Value vested during the year ($) |
|
Non-equity incentive plan
compensation Value earned
during the year
($) |
Robert G. Reynolds |
|
Nil |
|
Nil |
|
Nil |
Julian Bavin |
|
Nil |
|
Nil |
|
Nil |
John C. Simmons |
|
Nil |
|
Nil |
|
Nil |
(1) |
For disclosure regarding incentive plan awards for any directors whom are also NEOs, please refer to the Incentive Plan Awards Value
Vested or Earned During The Year - NEOs table above. |
(2) |
Value vested during the year is calculated by subtracting the market price of the Companys common shares on the date the option vested (being
the closing price of the Companys shares on the TSX on the last trading day prior to the vesting date) from the exercise price of the option. |
(3) |
No options vested during the year, options vested immediately or the market price of the Companys common shares on the date the option vested
was lower than or equal to the exercise price of the option. |
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
During the Companys last completed financial year, no current or former executive officer, director or employee of the Company
or any of its subsidiaries, proposed nominee for election as a director of the Company or associate of any director or executive officer of the Company or proposed nominee is or has been indebted to the Company or any of its subsidiaries or is or
has been indebted to another entity where such indebtedness is or has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, other than
routine indebtedness.
- 15 -
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
Equity Compensation Plan Information
The following table sets out information as of the end of the Companys most recently completed financial year with respect to
compensation plans under which equity securities of the Company are authorized for issuance.
|
|
|
|
|
|
|
Plan Category |
|
Number of securities to be issued upon exercise of
outstanding options,
warrants and rights
(a) |
|
Weighted-average exercise
price of outstanding options, warrants and rights
(b) |
|
Number of securities
remaining available for
future issuances under equity compensation plans
(excluding securities
reflected in column (a))
(c) |
Equity compensation plans approved by securityholders* |
|
8,253,000 |
|
$1.26 |
|
587,775 |
Equity compensation plans not approved by securityholders |
|
N/A |
|
N/A |
|
N/A |
Total |
|
8,253,000 |
|
$1.26 |
|
587,775 |
* On May 31, 2013, shareholders approved an amended plan reducing the aggregate number of
shares of the Companys capital stock issuable pursuant to options granted under the plan, such that options granted under the plan may not exceed 10% of the issued and outstanding shares of the Company at the time of the option grant. As at
December 31, 2014, the maximum number of options issuable under the Plan was 8,840,775.
INTEREST OF INFORMED PERSONS OR COMPANIES
IN MATERIAL TRANSACTIONS
Other than as set out elsewhere in this Information Circular, none of the directors or executive officers of
the Company, a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company, nor any shareholder beneficially owning, directly or indirectly, Common Shares of the Company, or exercising control
or direction over Common Shares of the Company, or a combination of both, carrying more than 10% of the voting rights attached to the outstanding Common Shares of the Company, nor any proposed director, nor an associate or affiliate of any of the
foregoing persons has had any material interest, direct or indirect, in any transaction since January 1, 2014 (being the commencement of the Companys last completed financial year) or in any proposed transaction that has materially
affected or would materially affect the Company or any of its subsidiaries.
MANAGEMENT CONTRACTS
For a description of management contracts, please see Statement of Executive Compensation Summary Compensation Table above.
Except as noted above, management functions of the Company and its subsidiaries are substantially performed by directors or executive
officers of the Company or its subsidiaries and not, to any substantial degree, by any other person with whom the Company has contracted.
- 16 -
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except as disclosed herein, no Person has any material interest, direct or indirect, by way of beneficial ownership of securities or
otherwise, in matters to be acted upon at the Meeting other than the election of directors or the appointment of auditors. For the purpose of this paragraph, a Person shall include each person or company: (a) who has been a director
or executive officer of the Company at any time since the commencement of the Companys last financial year; (b) who is a proposed nominee for election as a director of the Company; or (c) who is an associate or affiliate of a person
or company included in subparagraphs (a) or (b).
NUMBER OF DIRECTORS
Management of the Company is seeking shareholder approval of an ordinary resolution determining the number of directors of the Company of five
(5) for the ensuing year.
ELECTION OF DIRECTORS
The term of office of each of the present directors expires at the Meeting. The persons named below will be presented for election at the
Meeting as managements nominees. Management does not contemplate that any of these nominees will be unable to serve as a director. Each director elected will hold office until the next annual general meeting of the Company or until his or
her successor is elected or appointed, unless his or her office is earlier vacated in accordance with the Articles of the Company or the provisions of the Business Corporations Act (British Columbia) (Business Corporations
Act).
The Board of Directors has adopted a Majority Voting Policy that requires, in an uncontested election of directors, any
nominee for election as a director who receives a greater number of votes withheld than votes for to tender his or her resignation to the Chairman of the Board promptly following the shareholders meeting. The Nominating
and Corporate Governance Committee (NCG Committee) will consider the offer of resignation and make a recommendation to the Board of Directors on whether to accept it. In considering whether or not to recommend acceptance of the
resignation, the NCG Committee will consider all factors deemed relevant by members of such Committee. The NCG Committee will be expected to recommend acceptance of the resignation except in situations where the consideration would warrant the
applicable director continuing to serve on the Board. The Board will make its final decision and announce it in a news release within 90 days following the shareholders meeting. A director who tenders his resignation pursuant to this
policy will not participate in any meeting of the Board or the NCG Committee at which the resignation is considered.
In order to be
considered by the Company as a nominee for election to the Board, all nominees, including current directors, are required to confirm that they will abide by the Majority Voting Policy prior to becoming a management nominee. All nominees for election
as a director herein have confirmed that they will abide by the Majority Voting Policy.
- 17 -
The following table sets out the names of the nominees for election as a director (a
proposed director), the province or state and country in which each is ordinarily resident, the period or periods during which each has served as a director, the first and last positions held in the Company, their present
principal occupations and the number of common shares of the Company or any of its subsidiaries beneficially owned by each, or controlled or directed, directly or indirectly, as at the date hereof.
|
|
|
|
|
|
|
Name, Position(s) with the
Company(1) and Place of
Residence(3) |
|
Principal Occupation(2)(3) |
|
Date(s) Served as a Director Since |
|
Ownership or Control Over Voting Shares Held(3) |
Bryce G. Roxburgh
Co-Chairman of the Board and Director
Philippines |
|
Co-Chairman of the Company since February 27, 2013;
President and CEO of the Company from September 2003 to February 27, 2013; Chairman of Rugby Mining Limited since January 2007. |
|
March 20, 2003 |
|
4,486,950(7) |
Yale R. Simpson
Co-Chairman of the Board and Director
B.C. Canada |
|
Co-Chairman of the Company since February 27, 2013;
Chairman of the Company from September 11, 2003 to February 27, 2013; President of Canaust Resource Consultants Ltd. since 1992; Director of Independence Gold Corp. since December 2011, Adamera Minerals since February 2013 and Rugby Mining Limited
since January 2007. |
|
June 10, 2003 |
|
1,747,350 |
Robert G. Reynolds(4)(5)(6) Director
N.S.W., Australia |
|
Chartered Accountant; Director of Chesser Resources
Limited from October 2012 to February 2015; Director of Rugby Mining Limited since January 24, 2007, Dacian Gold Limited since October 2012, Global Geoscience Limited since December 2007 and Convergent Minerals Limited since December 2011. |
|
June 12, 2007 |
|
Nil |
John C. Simmons(4)(5)(6) Director
B.C. Canada |
|
Fellow of the Institute of Chartered Accountants in
Australia. Partner with Simmons Johnson & Co. Chartered Accountants (now Nexia Court) from 1978 to 2012. |
|
August 18, 2010 |
|
Nil |
Julian Bavin(4)(5)(6) Director
Santiago, Chile |
|
Director of Pan Global Resources since June 2010 and
CEO since December 2010; Director of Estrella Resources since March 2012 and Prism Resources since May 2012. |
|
March 25, 2010 |
|
Nil |
(1) |
For the purposes of disclosing positions held in the Company, Company includes the Company and any parent or subsidiary thereof.
|
(2) |
Unless otherwise stated above, any nominees named above not elected at the last annual general meeting have held the principal occupation or
employment indicated for at least five years. |
(3) |
The information as to province or state and country of residence, principal occupation and number of shares beneficially owned by the nominees
(directly or indirectly or over which control or direction is exercised) is not within the knowledge of the management of the Company and has been furnished by the respective nominees. |
(4) |
Member of the Companys Audit Committee. |
(5) |
Member of the Companys Compensation Committee |
(6) |
Member of the Companys Nominating and Corporate Governance Committee. |
(7) |
2,600,000 of these shares are registered in the name of Rowen and 58,000 shares are registered in the name of Joamel Holdings Pty. Limited
(Joamel). Mr. Roxburgh is a beneficiary of Rowen and Joamel. |
- 18 -
To the best knowledge of the Company, none of the proposed directors (or any of their personal
holding companies) of the Company:
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(a) |
is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief
executive officer or chief financial officer of any company, including the Company, that: |
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(i) |
was subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities
legislation, for a period of more than 30 consecutive days while that person was acting in the capacity as director, executive officer or chief financial officer; or |
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(ii) |
was the subject of a cease trade or similar order or an order that denied the issuer access to any exemption under securities legislation in each
case for a period of 30 consecutive days, that was issued after the person ceased to be a director, chief executive officer or chief financial officer in the company and which resulted from an event that occurred while that person was acting in the
capacity as director, executive officer or chief financial officer; or |
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(b) |
is as at the date of this Information Circular or has been within the 10 years before the date of this Information Circular, a director or
executive officer of any company, including the Company, that while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to
bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or |
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(c) |
has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to
bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager as trustee appointed to hold the assets of that individual. |
None of the proposed directors (or any of their personal holding companies) has been subject to:
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(a) |
any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a
settlement agreement with a securities regulatory authority; or |
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(b) |
any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in
deciding whether to vote for a proposed director. |
AUDIT COMMITTEE DISCLOSURE
Under NI 52-110, companies are required to provide disclosure with respect to their audit committee including the text of the audit
committees charter, composition of the audit committee and the fees paid to the external auditor. This information is provided in the Companys Annual Information Form dated March 31, 2015 (the AIF) with respect to
the fiscal year ended December 31, 2014. The AIF is available for review by the public on the SEDAR website located at www.sedar.com Company Profiles Exeter Resource Corporation and may also be obtained free of charge
by sending a written request to the Company at the Companys head office located at #1660-999 West Hastings Street, Vancouver, British Columbia, V6C 2W2.
- 19 -
CORPORATE GOVERNANCE DISCLOSURE
National Instrument 58-101 Disclosure of Corporate Governance Practices requires each
reporting issuer to disclose its corporate governance practices on an annual basis. The Companys approach to corporate governance is set forth below.
The common shares of the Company are also listed on the New York Stock Exchange NYSE-MKT (NYSE-MKT). A description of the
significant ways in which the Companys governance practices differ from those followed by U.S. domestic companies pursuant to NYSE-MKT standards is set forth below and is available on the Companys website, www.exeterresource.com.
Board of Directors
NI 52-110 sets out
the standard for director independence. Under NI 52-110, a director is independent if he or she has no direct or indirect material relationship with the Company. A material relationship is a relationship
which could, in the view of the Board, be reasonably expected to interfere with the exercise of a directors independent judgment. NI 52-110 also sets out certain situations where a director will
automatically be considered to have a material relationship with the Company.
Applying the definition set out in NI 52-110, a majority of the members of the Board are independent. The members who are independent are Robert G. Reynolds, John C. Simmons and Julian Bavin. Bryce G. Roxburgh and Yale R. Simpson are not
independent by virtue of the fact that they are or have within the last three years been executive officers of the Company.
In addition
to their positions on the Board, the following directors also serve as directors of the following reporting issuers or reporting issuer equivalent(s):
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Name of Director |
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Reporting Issuer(s) or Equivalent(s) |
Bryce G. Roxburgh |
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Rugby Mining Limited |
Yale R. Simpson |
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Independence Gold Corp. Rugby
Mining Limited Adamera Minerals Corp. |
Robert G. Reynolds |
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Rugby Mining Limited Global
Geoscience Limited Dacian Gold Limited
Convergent Minerals Limited |
John C. Simmons |
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None |
Julian Bavin |
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Pan Global Resources Inc.
Estrella Resources Limited Prism
Resources |
Mr. Yale Simpson and Mr. Bryce Roxburgh, Co-Chairmen of the Board are not independent, however the
Board believes that it has strong, experienced independent directors. On occasions where it is considered advisable, the Companys independent directors will hold meetings at which non-independent
directors and members of management are not in attendance. Since the beginning of the Companys most recently completed financial year, the independent directors held 3 meetings. The independent directors are able to exercise their
responsibilities for independent oversight of management through their majority control of the Board and through the committees established by the Board which include the Audit Committee, the Compensation Committee and the Nomination and Corporate
Governance Committee which are composed entirely of independent directors.
- 20 -
Position Description for the Chairman
The Board does not have a written position description for the Co-Chairmen, but considers the Co-Chairmen to be primarily responsible for
carrying out all strategic plans and policies as established by the Board. The Co-Chairmen are executives and part of management and are the principal officers responsible for corporate communication as well as providing oversight to the functions
of management and the Board.
The following table sets out the attendance of the directors at the seven Board meetings and 3 independent
director meetings held since the beginning of the most recently completed financial year:
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Director |
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Board Meetings |
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Independent Director Meeting |
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Total Meetings Held |
Bryce G. Roxburgh |
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7/7 |
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N/A |
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7/7 |
Yale R. Simpson |
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7/7 |
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N/A |
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7/7 |
Robert G. Reynolds |
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6/7 |
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3/3 |
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9/10 |
Julian Bavin |
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7/7 |
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3/3 |
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10/10 |
John C. Simmons |
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7/7 |
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3/3 |
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10/10 |
Board Mandate
The Board does not have a written mandate. However, it is required to supervise the management of the business and affairs of the Company and
to act with a view to the best interests of the Company. The Board actively oversees the development, adoption and implementation of the Companys strategies and plans. The Boards responsibilities include:
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to the extent feasible, satisfying itself as to the integrity of the CEO and other executive officers and that the executive officers create a
culture of integrity throughout the Company, |
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the Companys strategic planning process, |
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the identification of the principal risks of the Companys business and ensuring the implementation of appropriate systems to manage risk,
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the Companys succession planning, including appointing, training and monitoring senior management, |
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the Companys major business development initiatives, |
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the integrity of the Companys internal control and management information systems, |
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the Companys policies for communicating with shareholders and others, and |
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the general review of the Companys results of operations. |
The Board considers that certain decisions are sufficiently important that management should seek prior approval of the Board. Such decisions
include:
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approval of the annual capital budget and any material changes to the operating budget, |
- 21 -
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approval of the Companys business plan, |
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acquisition of, or investments in new business, |
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changes in the nature of the Companys business, |
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changes in senior management, and |
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all matters as required under the Business Corporations Act, applicable Canadian and U.S. securities laws and exchange rules and regulations.
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The Company has not adopted director term limits or other automatic mechanisms of board renewal. The NGC Committee has
considered whether to propose that the Board adopt term limits for directors and has determined not to do so after consideration of a number of factors, including the significant advantages associated with the continued involvement of long-serving
directors who have gained a deep understanding of the Companys projects, operations and objectives during their tenure; the experience, corporate memory and perspective of such directors; the professional experience, areas of expertise and
personal character of members of the Board; and the current needs and objectives of the Company.
Position Description for CEO
The Board does not have a written position description for the CEO, but considers the CEO to be primarily responsible for carrying out all
strategic plans and policies as established by the Board. The CEO reports to the Board and advises and makes recommendations to the Board. The CEO facilitates communication between the Board and other members of management and employees, and between
the Company and its shareholders.
Orientation and Continuing Education
Board turnover is relatively rare. As a result, the Board provides ad hoc orientation for new directors.
On occasions where it is considered advisable, the Board will provide directors with information regarding topics of general interest, such as
fiduciary duties and continuous disclosure obligations. The Board also ensures that each director is up-to-date with current information regarding the business of the
Company, the role the director is expected to fulfil and basic procedures and operations of the Board. Board members are also given access to management and other employees and advisors, who can answer any questions that may arise. Regular technical
presentations are made to the Board members to keep them informed of the Companys operations.
Ethical Business Conduct
The Board has adopted a written Code of Business Conduct and Ethics (the Code) for its directors, officers and employees.
The Company is committed to the highest standards of legal and ethical business conduct. This Code summarizes the legal, ethical and regulatory standards that the Company must follow and is a reminder to directors, officers and employees, of the
seriousness of this commitment. Compliance with this Code and high standards of business conduct is mandatory for every director, officer and employee of the Company. The Code will help directors, officers and employees understand what is expected
of them and to carry out their responsibilities.
The Code addresses such matters as confidentiality of corporate information, conflicts
of interest and corporate opportunities, dealing with competitors, employees conducting business with the Company, the use
- 22 -
of corporate assets, compliance with all rules and regulations applicable to the Companys
business, disclosure related matters, and reporting of violations. The Code is available at the Companys web site, www.exeterresource.com, on the SEDAR website at www.sedar.com and the EDGAR website at www.sec.gov.
The Board ensures the Company has implemented adequate internal controls and management information systems which ensure the effective
discharge of its responsibilities and monitoring with respect to the Code, specifically the whistle blower function.
In addition to the
requirements of the Code, directors are required to comply with the relevant provisions of the Business Corporations Act, applicable Canadian and U.S. securities laws and exchange rules and regulations regarding conflicts of interest. If a director
is in a conflict of interest or potential conflict of interest as a result of a proposed contract, that director may not participate in or be permitted to hear the discussion of the matter at any meeting of directors except to disclose material
facts and respond to questions. The director will not be counted in determining the presence of a quorum for purposes of the vote and will not vote on any resolution to approve the proposed contract or be present in the meeting room when the vote is
taken. Compliance with the Code is a matter of discussion at the meeting of independent directors and is also a part of the Audit Committee oversight.
Nomination of Directors
The NCG
Committee is responsible for identifying individuals qualified to become new Board members and recommending to the Board new director nominees for the next annual meeting of the shareholders. Details regarding the NCG Committee are set out below,
see Nominating and Corporate Governance Committee.
Compensation
The Compensation Committee is responsible for reviewing and approving compensation and compensation programs applicable to the senior
management of the Company, making recommendations to the Board with respect to the Companys incentive compensation and equity based compensation and for recommending to the Board remuneration to be paid to directors. Details regarding the
Compensation Committee are set out below, see Compensation Committee.
Board Committees
The Board has three committees: the Audit Committee, the Compensation Committee and the NCG Committee. The committees and their mandates and
memberships are described below.
Audit Committee
The Audit Committee meets with the CEO and CFO of the Company and the independent auditors to review and inquire into matters affecting
financial reporting matters, the system of internal accounting and financial controls and procedures and the audit procedures and audit plans. The Audit Committee also recommends to the Board the independent registered public accounting firm to be
appointed, subject to shareholder approval. In addition, the Audit Committee reviews and recommends to the Board for approval the annual financial statements, the annual report and certain other documents required by regulatory authorities. As at
the date hereof, the Audit Committee is composed of Robert G. Reynolds (Chairman), John C. Simmons and Julian Bavin, all of whom are financially literate and independent within the meaning of sections 1.4, 1.5 and 1.6 of NI 52-110, applicable U.S. securities laws and exchange rules and regulations.
- 23 -
The Board has not developed a written position description for the Chairman of the Audit
Committee but considers the Chairman to be responsible for setting the tone for the committee work, ensuring that members have the information needed to do their jobs, overseeing the logistics of the Audit Committees operations, reporting to
the Board on the Audit Committees decisions and recommendations, setting the agenda and running and maintaining minutes of the meetings of the Audit Committee.
The Companys AIF, which has been filed on SEDAR, contains additional disclosure regarding the Audit Committee. Please refer to the
section of the AIF entitled Audit Committee and Appendix 1 to the AIF for further information.
Nominating and Corporate Governance
Committee
The NCG Committee is composed of Julian Bavin, Robert G. Reynolds and John Simmons, all of whom are independent
directors. The NCG Committee has no formal mandate; however, it oversees, monitors and reviews the quality and effectiveness of corporate governance best practices and disclosure policies. It reviews the composition of the Board members, on a
periodic basis, makes recommendations regarding Board composition, analyzes the need for new nominees when vacancies arise and identifies and proposes new nominees who have the necessary competencies and characteristics to meet such needs.
When considering potential Board nominees, the NCG Committee takes into account a number of factors, which may include the current composition
of the Board, the ability of the individual candidate to contribute on an overall basis, the ability of the individual to contribute sufficient time and resources to the Board, the current and future needs of the Company, the skills and competencies
the Board has, and the skills and competencies the Board should have, the individuals direct experience with public companies in general and mining companies in particular as well as the individuals skills and knowledge and the skills
and knowledge of existing members of the Board.
While the Company recognizes the value of and supports the principle of diversity, it has
not adopted a written policy relating to the identification and nomination of women Directors. The Board does not believe that strict rules in the identification and nomination process necessarily ensure the selection of the best candidates. The NCG
Committees identification and selection process is based on a variety of different criteria, including diversity of background and opinion, skills, experience and other relevant factors. As such, consideration of the level of women on the
Board is one factor among many that plays a role in the NCG Committees decision-making process. The NCG Committee considers a multitude of factors, including the level of representation of women in executive officer positions. The Company has
not adopted targets regarding women on the Companys Board or in executive officer positions given the relatively small number of Directors and executive officers. Currently the Board does not have any female Directors and the Company has no
female executive officers.
The Board appointed Julian Bavin as chair for the NCG Committee.
The Board has not developed a written position description for the Chairman of the NCG Committee but considers the Chairman to be responsible
for setting the tone for the committee work, ensuring that members have the information needed to do their jobs, overseeing the logistics of the NCG Committees operations, reporting to the Board on the NCG Committees decisions and
recommendations, setting the agenda and running and maintaining minutes of the meetings of the NCG Committee.
Compensation Committee
The Compensation Committee is responsible for discussing and determining the recommendations that it will make to the Board regarding the
CEOs compensation, with reference to the general objectives of the
- 24 -
Companys compensation strategy. The Compensation Committee also makes recommendations to
the Board with respect to non-CEO officer and director compensation, incentive-compensation plans and equity-based plans. The
Compensation Committee reviews executive compensation disclosure before the Company publicly discloses the information. Compensation matters may also be reviewed and approved by the entire Board.
The Compensation Committee is composed of John C. Simmons (Chairman), Robert G. Reynolds and Julian Bavin, all of whom are independent.
The Board has not developed a written position description for the Chairman of the Compensation Committee but considers the Chairman to be
responsible for setting the tone for the committee work, ensuring that members have the information needed to do their jobs, overseeing the logistics of the Compensation Committees operations, reporting to the Board on the Compensation
Committees decisions and recommendations, setting the agenda and running and maintaining the minutes of meeting of the Compensation Committee.
While the Compensation Committee has the authority to retain compensation consultants to advise the committee, no such consultants were
retained since the beginning of the Companys most recently completed financial year.
Assessment
The Company has not adopted a formal process for assessing the Board, its members and committees. Nevertheless, the entire Board does
regularly assess the Board, its members and committees on an informal basis. The majority of the Board members serve as directors for other public companies and utilize that experience when assessing the Board, its members and committees.
APPOINTMENT AND REMUNERATION OF AUDITOR
Shareholders will be asked to approve the re-appointment of PricewaterhouseCoopers LLP as the auditor
of the Company to hold office until the next annual general meeting of the shareholders at a remuneration to be fixed by the directors. The auditor was first appointed on October 17, 2007.
ADDITIONAL INFORMATION
Additional information relating to the Company is on the SEDAR website at www.sedar.com and EDGAR website at www.sec.gov under
Exeter Resource Corporation. Financial information is provided in the Companys comparative financial statements and MD&A for its most recently completed financial year. Shareholders may request copies of the Companys
financial statements and MD&A by contacting the Companys CFO at the following address:
Exeter Resource Corporation
Suite 1660, 999 West Hastings Street
Vancouver, British Columbia, Canada V6C 2W2
OTHER BUSINESS
Management is not aware of any matters to come before the Meeting other than those set forth in the Notice of Meeting. If any other matter
properly comes before the Meeting, it is the intention of the persons named in the Proxy to vote the shares represented thereby in accordance with their best judgment on such matter.
- 25 -
NYSE-MKT CORPORATE GOVERNANCE
The Companys common shares are listed on the NYSE-MKT. Section 110 of the NYSE-MKT Company Guide permits the NYSE-MKT to consider
the laws, customs and practices of foreign issuers in relaxing certain listing criteria, and to grant exemptions from listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written
certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Companys governance practices differ
from those followed by domestic companies pursuant to standards is as follows:
Shareholder Meeting Quorum Requirement:
The minimum requirement for a shareholder meeting is one-third of the outstanding shares of common stock. In addition, a company listed on the NYSE-MKT is required to state its quorum requirement in its
bylaws. The Companys quorum requirement is set forth in its Articles. A quorum for a meeting of shareholders of the Company is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the shares
entitled to be voted at the meeting.
Proxy Delivery Requirement: The SEC requires the solicitation of proxies and
delivery of proxy statements for all shareholder meetings, and requires that these proxies shall be solicited pursuant to a proxy statement that conforms to SEC proxy rules. The Company is a foreign private issuer as defined in Rule 3b-4 under the Exchange Act, and the equity securities of the Company are accordingly exempt from the proxy rules set forth is Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Company solicits proxies
in accordance with applicable rules and regulations in Canada.
Shareholder Approval for Issuance of Shares:
Section 713 of the Company Guide requires shareholder approval as a prerequisite to approval of applications to list additional shares when the additional shares will be issued in connection with a transaction involving the sale or issuance by
a company of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of presently outstanding stock for less than the greater of book or market value of the stock. However, the issuance of common stock in
an amount in excess of 20% of the presently outstanding stock for less than book or market value, without shareholder approval, is not prohibited under the rules of the TSX and does not constitute a default under the TSX rules or any applicable laws
in Canada. For past transactions, the Company has followed the rules of the TSX and TSX-V, as applicable, and applicable laws in Canada and in future transactions, the Company may seek similar exemptions from
the requirements of section 713 of the NYSE-MKT Company Guide.
The foregoing are consistent with the laws, customs and practices in
Canada.
Exhibit 99.2
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EXETER RESOURCE CORPORATION |
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8th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1 www.computershare.com |
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Security Class |
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Holder Account Number |
Form of Proxy - Annual General Meeting to be held on June 11, 2015
This Form of Proxy is solicited by and on behalf of Management.
Notes to
proxy
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Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a
person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). |
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If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another
individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy. |
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This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy. |
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If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder. |
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The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made, or where both choices have been specified in respect of any matter, this proxy will be voted as
recommended by Management. |
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The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may
be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly. |
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This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or
postponement thereof. |
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This proxy should be read in conjunction with the accompanying documentation provided by Management. |
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Proxies submitted must be received by 1:00 PM (Pacific Time) on June 9, 2015.
VOTE USING THE INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
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Go to the following web site: www.investorvote.com |
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Smartphone?
Scan the QR code to vote now. |
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If you vote by the Internet, DO NOT mail back this proxy.
Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.
Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on
the reverse of this proxy. Instead of mailing this proxy, you may choose to vote using the Internet.
To vote by the Internet, you will need to provide your
CONTROL NUMBER listed below.
CONTROL NUMBER
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Appointment of Proxyholder |
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I/We being holder(s) of Exeter Resource Corporation hereby appoint: Wendell Zerb, or failing him, Cecil Bond, |
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Print the name of the person you are appointing if this person is someone other than the Chairman of the Meeting. |
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as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance
with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General Meeting of shareholders of Exeter Resource Corporation to be held at 1660
999 West Hastings Street, Vancouver, BC V6C 2W2, on June 11, 2015 at 1:00 PM (Pacific Time) and at any adjournment or postponement thereof.
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VOTING RECOMMENDATIONS ARE INDICATED BY |
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HIGHLIGHTED TEXT |
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OVER THE BOXES. |
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To set the number of Directors at 5. |
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01. Bryce Roxburgh |
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02. Yale Simpson |
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03. Robert Reynolds |
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04. John Simmons |
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3. Appointment of Auditors |
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Appointment of PricewaterhouseCoopers LLP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their
remuneration. |
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Authorized Signature(s) - This section must be completed for your instructions to be executed.
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Signature(s) |
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I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above,
this Proxy will be voted as recommended by Management. |
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Interim Financial Reports - Mark this box if you would like to receive Interim Financial Reports and accompanying Managements Discussion and Analysis by mail. |
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Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Managements Discussion and Analysis by mail. |
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If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.
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E X A Q 2 0 7 7 2 7 |
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Exhibit 99.3
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EXETER RESOURCE CORPORATION |
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8th Floor, 100 University Avenue |
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Toronto, Ontario M5J 2Y1 |
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www.computershare.com |
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Holder Account Number |
Voting Instruction Form (VIF) - Annual General Meeting to be held on June 11, 2015
NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS
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We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting
and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions. |
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We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary
for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly. |
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If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your
behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in
this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account. |
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This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position
of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate. |
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If this VIF is not dated, it will be deemed to bear the date on which it is mailed by management to you. |
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When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made, or where both choices have been specified in respect of any matter, the VIF will
direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting. |
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This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the
meeting or any adjournment thereof. |
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Your voting instructions will be recorded on receipt of the VIF. |
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By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities. |
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If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account. |
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This VIF should be read in conjunction with the information circular and other proxy materials provided by Management. |
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VIFs submitted must be received by 1:00 PM (Pacific Time) on June 9, 2015.
VOTE USING THE INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
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Go to the following web site: |
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www.investorvote.com |
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Smartphone? |
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Scan the QR code to vote now. |
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If you vote by the Internet, DO NOT mail back this VIF.
Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.
Voting by mail or by Internet are the only methods by which a holder may choose an appointee other than the Management appointees named on the reverse
of this VIF. Instead of mailing this VIF, you may choose you may choose to vote using the Internet.
To vote by the Internet, you will need to provide your
CONTROL NUMBER listed below.
CONTROL NUMBER
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Appointee(s) |
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Management Appointees are: Wendell Zerb, or failing him, Cecil Bond, |
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If you wish to attend in person or appoint someone else to attend on your behalf, print your name or the name of your appointee in this space (see Note #3 on reverse). |
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as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the
appointee sees fit) and all other matters that may properly come before the Annual General Meeting of securityholders of Exeter Resource Corporation to be held at 1660 999 West Hastings Street, Vancouver, BC V6C 2W2, on June 11, 2015 at
1:00 PM (Pacific Time) and at any adjournment or postponement thereof.
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VOTING RECOMMENDATIONS ARE INDICATED BY |
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HIGHLIGHTED TEXT |
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OVER THE BOXES. |
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For |
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Against |
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1. Number of Directors |
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To set the number of Directors at 5. |
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2. Election of Directors |
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For |
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Withhold |
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For |
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Withhold |
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For |
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Withhold |
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01. Bryce Roxburgh |
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02. Yale Simpson |
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03. Robert Reynolds |
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04. John Simmons |
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05. Julian Bavin |
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For |
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Withhold |
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3. Appointment of Auditors |
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Appointment of PricewaterhouseCoopers LLP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their
remuneration. |
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Authorized Signature(s) - This section must be completed for your instructions to be executed.
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Signature(s) |
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Date |
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If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this VIF with signing capacity stated. |
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DD / MM / YY |
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Interim Financial Reports - Mark this box if you would like to receive Interim Financial Reports and accompanying Managements Discussion and Analysis by mail. |
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Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Managements Discussion and Analysis by mail. |
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If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.
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¢ |
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E X A Q
2 0 7 7 2 5 |
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A R 1 |
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+ |
Exhibit 99.4
EXETER RESOURCE CORPORATION
Computershare +
Please return completed form to:
Computershare
8th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
* TEST ONLY DO NOT MAIL *
Interim Financial Reports
Mark this box if you would like to receive Interim Financial Reports by mail.
Annual Financial Statements
Mark this box if you would like to receive the Annual Financial Statements by mail.
Financial
Statements Request Form
Under securities regulations, a reporting issuer must send annually a form to holders to request the Interim Financial Reports and MD&A and/or
the Annual Financial Statements and MD&A. If you would like to receive the report(s) by mail, please make your selection and return to the address as noted or register online at www.computershare.com/mailinglist.
Alternatively, you may choose to access the report(s) online at www.sedar.com.
Computershare will use the
information collected solely for the mailing of such financial statements. You may view Computershares Privacy Code at www.computershare.com/privacy or by requesting that we mail you a copy.
* TEST ONLY DO NOT MAIL *
Please place my name on your financial statements mailing list.
Name
Apt. Street Number Street Name
City
Prov. / State
Postal Code / Zip Code
EXAQ 51ETNN +
51ETNN01
EXAQ.BEN_IA.E.17864.PULLS/000001/000001/i
Exeter Resource Corp. Ordinary Shares (Canada) (AMEX:XRA)
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