Global Corporate Compliance

Shareholder Meetings

1. When do I need to have a meeting?

There are 2 types of Shareholders Meeting - Annual General Meetings (AGM) and Special Meetings.
Your AGM should be held within 15 months of your previous AGM but preferably within six months of your fiscal year end. At this meeting the Board of Directors for the following year is elected, a company auditor is appointed, and audited financial statements are presented.
Certain actions of Directors and Corporations require the approval of Shareholders. These "Special" Resolutions can be presented at your Annual and Special Meeting or a Special Meeting may be called.

2. How much notice time do I need to call a meeting?

When you call a meeting you must set both a Record Date and a Meeting Date. A minimum of 55 days is required from the time you give notice until the time of the meeting. A Record Date must be set 30 to 50 days prior to the meeting and Notice must be given a minimum of 25 days notice prior to Record Date. Ideally you should allow 60 days in order to plan for the number of sets of proxy materials required.

3. Who do I need to notify?

You must notify CDS Inc. the depository for all shares held by Canadians through their intermediaries (beneficial shareholders).
CDS will send you a list of all the intermediaries that you must then notify of your meeting. CDS will publish the notice of meeting in the Globe & Mail for a small fee.
You must also notify the Stock Exchange and the Commissions where you are required to report. This notification is filed using SEDAR.

4. Who can help me with the process?

Trust Companies who act as transfer agents or your securities lawyer (who will contract your transfer agent) have traditionally handled the notification and mailings for shareholders' meetings. However anyone, including your own staff, can act as an agent for your meeting.

5. How much will it cost?

Holding a shareholder's meeting is a costly process and varies with the number of shareholders you are required to mail to. Expenses include printing of proxy materials, postage, courier costs, meeting room and refreshments.

6. Where can I hold the meeting?

The jurisdiction where your meetings can be held is set out in your Bylaws. Changing the jurisdiction requires a special resolution of shareholders to amend the Bylaws.

7. What am I required to provide to shareholders?

You must mail to shareholders a Notice of Meeting; an Information Circular detailing the matters to be acted upon at the meeting; an Instrument of Proxy (voting form). A Financial Statement Request Form can also be included.
For an AGM, you must mail to all your registered shareholders and to all beneficial shareholders who completed a Form "C" with their broker. For a Special Meeting, you should mail to all shareholders.

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SEDAR (System for Electronic Document Analysis and Retrieval)

1. What do I have to file on SEDAR?

All continuous disclosure documents that are required to be filed with securities commissions must be filed using SEDAR. These documents will be downloaded by the relevant commissions and be posted on the SEDAR website (www.sedar.com).

Continuous disclosure documents include interim and audited financial statements, annual reports, notice of meeting, proxy materials, press releases and material change reports.

2. When do I have to SEDAR file?

Interim financial statements must be filed within 45/60 days from the end of the fiscal quarter.
Audited annual financial statements must be filed within 90/120 days of fiscal year end.
Press Releases should be filed soon after they are distributed.
Material Change Reports, when required, need to be filed within 10 days of the related event.

3. Who can file on the SEDAR?

There are numerous SEDAR filing agents, including transfer agents, securities lawyers, and newswire services, who will file your documents for a fee. GLOBAL is one of those agents.
Any Issuer may become a SEDAR Subscriber. However, most small Issuers, find that it is not cost effective to purchase the SEDAR software program and to train personnel to use it.

4. How much does it cost?

All Reporting Issuers must file their continuous disclosure documents using SEDAR. CDS Inc., who operates SEDAR, charges annual fee for using the system.
In addition, your SEDAR filing agent will charge for each filing or may have an annual fee. The cost of filing with different agents varies considerably. It is worthwhile to compare the costs and services provided to find the agent that is most cost effective for you.

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News Releases and Material Change Reports

1. When do I need to issue a news release?

The purpose of a news release is to ensure that all members of the investing public have equal access to information in order to make informed investment decisions.
Whenever there is information on an occurrence that is "material" to the way your company does business you must issue a news release.
News releases may also be issued for public relations purposes, to keep the public and investment community informed of your company's performance or activities e.g. current financial results, corporate updates.

2. What should be in the news release?

The title of the news release should be clear as to content.
Information should be concise and accurate - not promotional.
The name and number of a responsible contact must be included.

3. Do I need to use a newswire service?

All material news releases must be distributed through a recognized newswire services e.g. Marketwire, CNW Group, Canada Stockwatch, Market News Publishing. Each of these companies offer similar services with some variance in pricing and the distribution packages they offer.
GLOBAL can facilitate the distribution of your news release by reviewing the content for disclosure requirements, coordinating with the newswire service and SEDAR filing. GLOBAL offers clients substantial discounts through a certain newswire service. We can also distribute your news by fax or email to select lists of interested parties.

4. Who should I send it to - distribution?

Material news releases must be SEDAR filed to all securities commissions where you are a reporting issuer and with the stock exchanges where you are listed.
Distribution may be regional, Canada wide or worldwide - depending on where you are a reporting issuer and how widely you wish your news disseminated.

5. Do I always file a material change report?

Material information relating to the business of the company which results in, or could be expected to result in, a change in market price or value should be disclosed via a news release and a Material Change Report within 10 days of the occurrence. It is the responsibility of the company to determine if the event is in fact material to its business operations.

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Financial Statements

1. When do I have to file my financial statements?

Interim financial statements must be filed with stock exchanges and securities commissions via SEDAR within 45/60 days of the end of the quarter.
Audited annual financial statements must be filed within 90/120 days of year end.

2. Who am I required to send them to and when?

Audited Annual Financial and Interim Financial Statements must be sent to shareholders who request a copy concurrent with submission to the Commissions.

3. What should be included in the Financial Statements?

The content of Financial Statements should comply with GAAP. Interim Financial Statements include a Balance Sheet with comparatives to year end; an Income Statement with comparative year to date as well as quarter results and a Statement of Changes with comparative year to date as well as quarter results.
All Issuers must file a Management Discussion and Analysis and two certifications of Interim/Annual filings.

4. What is a Management Discussion and Analysis (MD&A)?

"MD&A is a narrative explanation, through the eyes of Management of how the company has performed during the period covered by the financial statements." The information should be up to the date of filing or as current as possible.
The analysis should explain the nature and reasons for changes in the Company's performance and should focus on material information.
The Discussion should assist the reader to understand trends, events, transactions and expenditures.
Details on the content and completion of MD&A (form 51-102F1) can be obtained on any securities commission website.

5. What fees are payable with the filing of my financials statements and how do I pay?

Most Canadian securities commission have an annual fee payable with the filing of your audited annual financial statements. There is no GST payable on commission fees. Fees are:

British Columbia	$600	Ontario	**
Alberta	$288	Quebec*	$1000
Saskatchewan	$100	Nova Scotia	$250
Manitoba	$100	Newfoundland	$250
Others	None	New Brunswick	$250

**fees to be calculated according to OSC Rule 13-502

In addition to the fees payable to the securities commissions, there is the annual SEDAR continuous disclosure fee and the annual SEDI user fee.
These fees must be paid electronically at the time of SEDAR filing. GLOBAL has an EDI account and can provide this service for you.
There are no commission fees for filing Interim Financial Statements.

6. What happens if I file late?

Several of the Securities Commissions impose late filing fees for your Annual Financial Statements.
BCSC and OSC also impose a fee for the late filing of Interim Financial Statements.
BCSC, ASC & OSC publish a Default list of Reporting Issuers who have not filed financial statements by the due date.
Issuers who fail to file financial statements on time can be cease traded without notice. Reinstatement fees are substantial.

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SEDI (System for Electronic Disclosure by Insiders)

1. Who is an Insider?

An "Insider" is a director or officer of a reporting issuer or a person or entity that has beneficial ownership, control or direction over more than 10% of the voting securities of an issuer.

2. When do I need to file an Insider Trading Report?

An insider must file an initial Insider Trading Report (ITR) within 10 calendar days of becoming an Insider, disclosing any direct or indirect ownership or control over the Issuer's securities.
You must also file an ITR within 10 calendar days of any changes to such direct or indirect holdings or control.
This time period applies to all jurisdictions in Canada.
Control persons have different requirements.

3. What is SEDI?

SEDI is a Internet based program for the filing of Insider Trading Reports.

4. What are the consequences of failing to file an Insider Trading Report?

There are financial penalties imposed by several commissions.

5. How do I file using SEDI?

Reporting Issuers are required to create and update a SEDI Issuer Profile.
Individuals who will be using SEDI are required to complete and submit a user registration form. The form, which is available on the website, must be mailed or faxed to CDS Inc. to activate the account.
Before filing the first electronic report, Insiders must file an electronic profile identifying their relationship to a reporting issuer. Once this profile is filed, the insider will receive an access key.
An individual's profile and access key is valid for filing ITR's for all companies in which they are an Insider.

6. What is the cost of using SEDI?

There is no cost to Insiders for the use of the SEDI system.
Reporting Issuers will be charged a SEDI user fee. This fee will be paid annually to CDS Inc. when Annual Financial Statements are filed.

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