Theralase Technologies Inc. V.TLT

RE:Starting to wonder..

[langosta]

When the OSC gives you a slap on the wrist that's not good.

I doubt this PP is even close to being filled.

The following is still hanging over our heads. Until there is a clean ou on the management issue this problem will remain.

• Establish a Disclosure Committee to oversee and approve its disclosure;

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• Cause each of its directors and officers to complete a corporate governance course on disclosure issues satisfactory to OSC Staff, the cost of which course will not exceed $2,500;

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• Ensure that, for a period of five years, Mr. DumoulinWhite complies with certain restrictions regarding his ability to engage in specified disclosure, investor relations and financing related activities, as further detailed below; and

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• Cancel 4,000,000 stock options previously granted to Mr. Dumoulin-White for future services (which have exercise prices of $0.50, of which 1,000,000 expire on July 11, 2019 and 3,000,000 expire on May 28, 2020) (“Future Service Options”).

Under the terms of the Agreement, Mr. DumoulinWhite will:

• Immediately resign any position that he holds as a director or officer of an issuer (including the Company);

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• Not become or act as a director or officer of a reporting issuer or any related entity for a period of five years;

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• Not become or act as a director or officer of any non-reporting issuer (other than a related entity of a reporting issuer with respect to which the five year prohibition applies) for a period of three years; 

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• Pay an administrative penalty in an amount equal to $250,000, less the costs of the Consultant (not to exceed $150,000) paid by him;

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• For a period of five years, (i) not engage in specified disclosure activities; (ii) not engage, directly or indirectly, in any significant investor relations activities; and (iii) ensure that any of his activities for the raising of financing by, or the solicitation of investments in, the Company be supervised by its Chief Executive Officer or a member of the Disclosure Committee;

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• Before engaging in any activities described immediately above, engage in a full day of one-on-one training with the Consultant regarding disclosure issues;

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• Before becoming a director or officer of an issuer, complete an education program, satisfactory to OSC Staff, relating to the obligations of directors and officers;

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• Not dispose of any of his securities of the Company until the day following the date the first management’s discussion and analysis is required to be filed by the Company following the completion of 12 months of the Consultant’s engagement; and

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• Surrender for cancellation his Future Service Options.