Re: Lock and load??
in response to
by
posted on
Aug 11, 2008 08:43AM
The company is exploring for nickel deposits on its Langmuir property near Timmins, Ontario; for nickel-gold-copper on its Cleaver and Douglas properties; and for molybdenum and rare earth elements at recently acquired Desrosiers property.
We know that the $6.12 options were terminated earlier this year.
Recall Item #3 on the shareholder mail out that was voted in at the June 12 AGM "Approval of the Option Plan Resolution". Basically as explained there, it was a move to bring the ISM plan into alignment with TSX company manual as it outlines the limitations and conditions for those listed on it's exchange. We had listed on the TSX April 16,2007...... ISM had to amend it's previous plan as these were not contained in the previous plan.
I like the provisions that are listed and underlined done below.
"Compensation of Directors No compensation was paid to the directors of the Corporation for the fiscal year ending September 30, 2007, in respect of directors' fees. No benefits were paid or proposed to be paid to any director of the Corporation under any pension or retirement plan. Directors were eligible to participate in the Corporation's Stock Option Plan during the financial year ended September 30, 2007. During the financial year ended September 30, 2007 an aggregate of 2,913,014 options to urchase common shares were granted to directors. Particulars of these grants are set out below: Name of Optionee Position Date of Grant No. of Options Exercise Price Expiry Date Randy Miller President and Director March 8, 2007 May 16, 2007 600,000 600,000 $2.00 $6.12
(1)
March 8, 2012
May 16, 2012
James Davis Chief Financial Officer
and Director
March 8, 2007
May 16, 2007
37,500
100,000
$2.00
$6.12
(1)
March 8, 2012
May 16, 2012
Herb Brugh Director March 8, 2007 300,000 $2.00 March 8, 2012
May 16, 2007 300,000 $6.12
(1)
May 16, 2012
Michael Newman Director March 8, 2007 May 16, 2007 37,500 100,000 $2.00 $6.12
(1)
March 8, 2012
May 16, 2012
William Padgham Director March 8, 2007
May 16, 2007
25,000
25,000
$2.00
$6.12
(1)
March 8, 2012
May 16, 2012
Notes:
1. These options were terminated in February, 2008.
The Corporation does have an audit committee comprised of Michael Newman, James Davis and Herbert Brugh.
See "Corporate Governance Practices.".
Approval of the Option Plan Resolution
On June 28, 2002, the shareholders of the Corporation approved the creation of a stock option plan (the " Previous Plan") which reserved for issuance 1,250,000 common shares representing 17.17% of the number of issued and outstanding common shares of the Corporation at the time the Plan was created. On August 6, 2004, the shareholders of the Corporation approved an amendment to the Plan increasing the number of common shares reserved for issuance pursuant to the Plan from 1,250,000 common shares to 2,800,000 common shares representing 18.77% of the number of issued and outstanding common shares of the Corporation at the time the Plan was amended. On April 8, 2005, the shareholders of the Corporation approved an amendment to the Plan increasing the number of common shares reserved for issuance pursuant to the Plan from 2,800,000 common shares to 6,300,000 common shares representing 19.77% of the number of issued and outstanding common shares of the Corporation at the time the Plan was amended. On April 5, 2007, the shareholders of the Corporation approved an amendment to the Plan increasing the number of common shares reserved for issuance pursuant to the Plan from 6,300,000 common shares to 10,500,000 common shares representing 19.51% of the number of issued and outstanding common shares of the Corporation at the time the Plan was amended. On April 16, 2007, the Corporation graduated to the Toronto Stock Exchange (the "TSX"), the senior stock exchange in Canada. The TSX Company Manual outlines a number of limitations and conditions that it requires to be included in share compensation plans of its listed issuers. The Previous Plan of the Corporation does not contain these limitations. Consequently, the Board of the Corporation has determined it is in the best interest of the Corporation to amend and restate its option plan to comply with the TSX Company Manual. The text of the amended and restated stock option plan (the "Amended and Restated Option Plan") is appended hereto in Appendix "D". The purpose of the Amended and Restated Option Plan is to develop the interest of employees, directors, officers and any other persons or companies providing management or consulting services to the Corporation (collectively, "Service Providers") by providing them with the opportunity, through share options, to acquire an increased proprietary interest in the Corporation. The Amended and Restated Option Plan is administered by the Board, and at its option, the Compensation Committee of the Board. Subject to the provisions of the Amended and Restated Option Plan, the Board is authorized in its sole discretion to make decisions regarding the administration of the Amended and Restated Option Plan. The total number of Common Shares under option cannot exceed 12,892,500 Common Shares (representing 19% of the current number of issued and outstanding Common Shares). As at the date hereof, options to purchase an aggregate of 9,530,264 Common Shares are outstanding (representing 14.04% of the current number of issued and outstanding Common Shares) and an aggregate of 969,736 remain available for the grant of options under the Option Plan (representing 1.42% of the current number of issued and outstanding Common Shares). At the 2007 annual and special meeting of Shareholders, the Previous Plan was amended to increase the number of shares reserved for issuance upon the exercise of options to the current maximum number. In May 2008, the Board approved the adoption of the Amended and Restated Option Plan which update certain definitions and terms of the Previous Plan to conform with current TSX rules in relation to security-based compensation plans, including amendments to the limits on the numbers of options to be granted to insiders of the Corporation to conform with current TSX rules. In addition, the Amended and Restated Option Plan includes provisions for the inclusion of events such as arrangements (such as a merger, amalgamation, or other similar forms of business combination transactions) and changes in control in the provisions which provide for the lapse of such options. In the event that an optionee elects to exercise its options in such circumstances, the optionee may elect to have the Corporation pay the difference between the exercise price of any unexercised options held by such optionee and the market price on the date of completion of the arrangement, take-over bid or change of control in respect of any unexercised options (rather than the issuance of Common Shares from treasury)."