In my view, the "Apparent" need for the Consolidation of Shares is directly related to the current and prior management groups' complete inability to develop the company into one with:
- Strong market presence
- Clear definition of Product and Service benefits against competitors
- A precise, viable pathway to profitability
These failures do not justify the continuation or enhancement of existing executive compensation nor support for the current board of directors.
Share Consolidation Resolution In order for the Board to be authorized to effect the Share Consolidation at any time during the 12 months following the date the Shareholders approved the Share Consolidation, Shareholders will be asked to consider and, if thought fit, to pass an ordinary resolution in substantially the following form (the “Share Consolidation
Resolution”): “BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT: (a) all of the common shares without par value in the authorized capital of the Company both issued and unissued (the “Common Shares”) be
consolidated on the basis of up to 30 preconsolidation Common Shares for one post-consolidated Common Share, and the board of directors of the Company are hereby authorized to determine the final consolidation ratio up to this limit in its sole discretion, subject to approval of the TSX Venture Exchange; (b) any fractional Common Shares resulting from the Share Consolidation shall be dealt with in accordance with the provisions of Section 83 of the Business Corporations Act (British Columbia); (c) the directors of the Company are hereby authorized to determine the time at which the Share Consolidation shall become effective; (d) notwithstanding that the foregoing resolutions have been duly passed by the shareholders of the Company, the directors of the Company are hereby authorized and empowered, without further approval or authorization of the shareholders of the Company, to modify, vary or amend such terms and conditions in respect of the Share Consolidation as may be required by the regulatory authorities having jurisdiction or as the board of directors may in its sole discretion deem in the best interests of the Company, and to revoke any or all of these resolutions at any time prior to their being acted upon; and (e) any director or officer of the Company be and is hereby authorized and directed, for and on behalf of the Company, to do all things and to execute, deliver and file all such agreement, documents and instruments, and to do all such other acts and things, as such director or officer deems necessary or desirable to give effect to the forgoing resolutions.” Recommendation of the Board The Board recommends that Shareholders vote FOR the Share Consolidation Resolution, which empowers the Board to effect the Share Consolidation at any time during the 12 months following the date the Shareholders approved the Share Consolidation if deemed warranted as it would be expected to provide the Company with a number of benefits, including increased flexibility to seek additional financing opportunities and strategic acquisitions. If approved, the Share Consolidation will not materially change a Shareholder’s proportionate interest in the Company. In addition, the Share Consolidation Resolution empowers the Board to decide, in its sole discretion and after receiving Shareholder approval of the Share Consolidation, not to proceed with the Share Consolidation without further approval or action by, or prior notice to, the Shareholders. Unless authority to do so is withheld, the persons named in the form of proxy intend to vote FOR the Share Consolidation Resolution. To be effective, the Share Consolidation Resolution requires the 17 affirmative vote of not less than a majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting.
EXECUTIVE COMPENSATION The statement of executive compensation for the year ended December 31, 2022 prepared in accordance with Form 51-102F6V – Statement of Executive Compensation – Venture Issuers is set forth in Schedule “A” to the Circular. A