SCHEDULE
14A
Information
Required in Proxy Statement
Pursuant
to Section 14(a) of the Securities Exchange Act of 1934
Filed
by the Registrant
x
Filed by
a Party other than the Registrant o
Check the
appropriate box:
o
Preliminary Proxy
Statement
o Confidential, for Use
of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy
Statement
o Definitive Additional
Materials
o Soliciting Material
Pursuant to Section 240.14a-12
Energizer
Resources Inc.
(Name of
Company As Specified In Charter)
Not
Applicable
(Name of
Person(s) Filing the Information Statement if other than Company)
Payment of
Filing Fee (Check the appropriate box):
x No fee
required.
o Fee computed on table
below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of
transaction:
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(5)
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Total
fee paid:
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o Fee paid previously
with preliminary materials.
o Check box if any part
of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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1
520
– 141 Adelaide Street West, Toronto, Ontario, M5H 3L5
Canada and
1224
Washington Avenue, Miami Beach, FL 33139 USA
NOTICE
OF ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS
I am
pleased to give you notice that the 2011 Annual and Special Meeting of
Stockholders (the “Meeting”) of Energizer Resources Inc. (the “Company”) will be
held at the Board of Trade of Metro Toronto, First Canadian Place, 3rd
Floor, Toronto, Ontario, M5X 1C1 on Wednesday December 21, 2011 at 11:00 a.m.,
local time for the following purposes:
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1.
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To
elect six directors of the Company, each to hold their offices until the
next annual meeting of the Company’s stockholders or until their
successors have been duly elected and qualified or until his earlier
resignation, removal or death.
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2.
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To
approve an amendment to the Company’s Amended and Restated 2006 Stock
Option Plan to increase the authorized number of options for common shares
of the Company authorized to be issued to 27,000,000 from
22,000,000. The Board of Directors recommends that the
Stockholders vote “FOR” this Proposal at the
Meeting.
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3.
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To
approve the Re-pricing of various existing Stock Options. The
Board of Directors recommends that the Stockholders vote “FOR” this
Proposal at the Meeting.
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4.
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To
ratify the appointment of MSCM LLP, Chartered Accountants, as the
Company’s independent registered public accounting firm for the fiscal
year ending June 30, 2012. The Board of Directors recommends that the
Stockholders vote “FOR” this Proposal at the
Meeting.
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5.
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To
transact such other business as may properly come before the
Meeting.
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The Board
of Directors has fixed the close of business on Monday November 21, 2011 at 5pm
local time as the record date for the annual and special
meeting. Only holders of record of the Company’s common stock on the
close of business on that date are entitled to notice of, and to vote at, the
meeting.
Dated: November
21, 2011
/s/ J.A. Kirk
McKinnon
J.A. Kirk
McKinnon, Chairman and Chief Executive Officer
Whether or not you expect to be
present at the meeting, you are urged to fill in, date, sign and return the
enclosed proxy card. If you wish to attend the annual and
special meeting, please check the appropriate box on the enclosed proxy card and
return it in the enclosed envelope. The annual and special meeting
for which this notice is given may be adjourned from time to time without
further notice other than announcement at the meeting or any adjournment
thereof. Any business for which notice is hereby given may be
transacted at any such adjourned meeting.
2
ENERGIZER
RESOURCES INC.
1224
Washington Avenue, Miami Beach, FL 33139 USA and
520
– 141 Adelaide Street West, Toronto, Ontario, M5H 3L5 Canada
Tel:(416)
364-4911; Fax:(416) 364-2753
PROXY
STATEMENT FOR 2011 ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS OF ENERGIZER
RESOURCES INC.
Wednesday
December 21, 2011
Introduction
This
proxy statement is being furnished to the stockholders of Energizer Resources
Inc. (the “Company”) by its Board of Directors (the “Board”) in connection with
the 2011 Annual and Special Meeting of Stockholders (the “Meeting”) to be held
at the Board of Trade of Metro Toronto, First Canadian Place, 3rd
Floor, Toronto, Ontario M5X 1C1 on Wednesday December 21, 2011 at 11:00 a.m.,
local time, or at any adjournment or postponement thereof.
Our
registered United States office is located at 1224 Washington Avenue, Miami
Beach, FL 33139 USA and our principal office is located at 520 – 141 Adelaide
Street West, Toronto, Ontario, M5H 3L5, Canada.
Date,
Time and Place
This
proxy statement is being sent to you in connection with the solicitation of
proxies by the Board of Directors of the Company from holders of its common
stock for use at the Annual and Special Meeting of Stockholders to be held at
the Board of Trade of Metro Toronto, 1 First Canadian Place, 3rd
Floor, Toronto, Ontario on Wednesday December 21, 2011 at 11:00 a.m., local
time, or at any adjournment or postponement thereof. The proxy
cut-off date for shares to be voted in advance of the meeting will be on Friday
December 16, 2011 at 5pm, local time.
Record
Date
Stockholders
of record at the close of business on Monday November 21, 2011, the record date
for the annual and special meeting, are entitled to receive this proxy statement
and to vote at the meeting and at any adjournment or postponement
thereof. As of the close of business on the record date, there were
146,197,178 outstanding shares of the Company’s common stock entitled to notice
of and to vote at the annual and special meeting. Holders of our
common stock have one vote per share on each matter to be acted
upon. A list of the stockholders of record entitled to vote will be
available at the annual and special meeting and for 10 days prior to the annual
and special meeting, for any purpose germane to the meeting, between the hours
of 9:00 a.m. and 4:30 p.m. at our principal office at 520 – 141 Adelaide Street
West, Toronto, Ontario, M5H 3L5, Canada.
The
presence in person or by proxy of holders of at least ten percent of the
outstanding shares of common stock of the Company constitutes a
quorum. For purposes of determining the presence of a quorum for
transacting business, abstentions and broker “non-votes” (proxies from banks,
brokers or nominees indicating that such persons have not received instructions
from the beneficial owner or other persons entitled to vote shares on a
particular matter with respect to which the banks, brokers or nominees do not
have discretionary power) will be treated as shares that are present. There are
no cumulative voting rights. Votes cast by proxy or in person at the Meeting
will be tabulated by the inspector of election appointed for the Meeting, who
will determine whether or not a quorum is present.
3
Proposals
to be Considered by Shareholders
At the
Meeting, we will ask holders of our common stock to consider and vote upon the following
items:
(1) Election
of Directors
The
election of the Company’s directors, namely J.A. Kirk McKinnon, Richard Schler,
John Sanderson, Quentin Yarie, Peter Harder and Craig Scherba. If
elected, these directors will each serve until the next annual meeting of the
Company’s stockholders or until their successors have been duly elected and
qualified or until his earlier resignation, removal or
death. Up to nine directors are allowed to serve at any one
time.
(2) Approve
the Amended and Restated 2006 Stock Option Plan
To
approve an amendment to the Company’s Amended and Restated 2006 Stock Option
Plan
(the “ 2006 Plan”) to increase the authorized number of options for common shares of the
Company authorized to be issued to 27,000,000 from 22,000,000.
(3) Stock
Option Re-pricing
To
approve the re-pricing of various of the Company’s existing stock.
(4) Ratification
of the appointment of an Independent Registered Public Accounting
Firm
The
ratification of the appointment of MSCM LLP, Chartered Accountants, as our
independent registered public accounting firm for the fiscal year ending June
30, 2012.
Votes
Required By Shareholders
(1) Election
of Directors
The
directors nominated for election will be elected by a plurality of the votes
cast, in person or by proxy, at the Meeting. Therefore each director
who has more “for” votes than “against” votes will be elected to the
Board. Abstentions from voting and broker “non-votes” on the election
of directors will have no effect since they will not represent votes cast for
the purpose of electing directors.
(2) Approve
the Amended and Restated 2006 Stock Option Plan
Approval
of an amendment to the Company’s 2006 Plan to increase the authorized number of
options for common shares of the Company authorized to be issued to 27,000,000
from 22,000,000 will require the affirmative vote of a majority of the votes
cast. For purposes of this vote, votes to abstain will have the same
effect as votes against the proposal, and broker non-votes will have no effect
on the vote on the proposal.
(3) Stock
Option Re-pricing
Approval
of the re-pricing of various of the Company’s existing stock options will
require the affirmative vote of a majority of the votes cast. For
purposes of this vote, votes to abstain will have the same effect as votes
against the proposal, and broker non-votes will have no effect on the vote on
the proposal.
(4) Ratification of
the appointment of an Independent Registered Public Accounting
Firm
The
proposal to ratify the appointment of MSCM LLP, Chartered Accountants, as our
independent registered public accounting firm for the fiscal year ending June
30, 2012, will require the affirmative vote of a majority of the votes
cast. For the purposes of this vote, votes to abstain will have the
same effect as votes against the proposal. Broker non-votes will have no effect
on the vote on such proposal.
4
Voting
of Proxies
Shares of
our common stock will be voted in accordance with the instructions contained in
the proxies. If you return a signed proxy card without indicating
your vote, your shares will be voted in the following manner:
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FOR
the election of persons put forth in this proxy to serve as directors of
the Company;
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FOR
the approval of the amendment to the Company’s Amended and Restated 2006
Stock Option Plan that increases the number of options for common shares
of the Company authorized to be
issued;
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FOR
the approval of the re-pricing of certain existing stock
options;
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FOR
the ratification of the appointment of MSCM LLP, Chartered Accountants, as
the Company’s independent registered public accounting firm for the fiscal
year ending June 30, 2012; and
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with
respect to any other matter that may properly be brought before the
Meeting in accordance with the judgment of the person or persons
voting. We do not expect that any matter other than the matters
described in this proxy statement to be brought before
the Meeting.
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Revocability
of Proxies – How to Vote
The grant
of a proxy on the enclosed proxy card does not preclude a stockholder from
voting in person. You may revoke a proxy at any time prior to your
proxy being voted:
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by
delivering to our Chairman and Chief Executive Officer, prior to the
Meeting, a written notice of revocation bearing a later date or time than
the proxy;
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by
timely delivery of a valid, later dated proxy;
or
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by
attending the Meeting and voting in
person.
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Attendance
at the Meeting will not by itself constitute revocation of a
proxy. If an adjournment occurs, it will have no effect on the
ability of stockholders of record as of the record date to exercise their voting
rights or to revoke any previously delivered proxies. We do not
expect to adjourn the meeting for a period of time long enough to require the
setting of a new record date.
If your
shares are registered directly in your name with our transfer agent, Empire
Stock Transfer Inc., you are considered, with respect to those shares, the
“stockholder of record.” The Notice of Annual and Special Meeting of
Stockholders, Proxy Statement, Annual Report on Form 10-K and proxy card have
been sent directly to you on the Company’s behalf at the address on file with
Empire Stock Transfer Inc.
If your
shares are held in a stock brokerage account or by a bank or other holder of
record, you are considered the “beneficial owner” of shares held in street
name. The following documents have been forwarded to you by your
broker, bank or other holder of record who is considered, with respect to those
shares, the shareholder of record: Notice of Annual and Special
Meeting of Stockholders, Proxy Statement, Annual Report on Form 10-K and proxy
card. As the beneficial owner, you have the right to direct your
broker, bank or other holder of record on how to vote your shares by using the
voting instruction card included in the mailing.
SOLICITATION
OF PROXIES
The cost
of solicitation of proxies being solicited on behalf of the Board will be borne
by the Company. In addition to the use of the mail, proxy
solicitation may be made through other means, including by telephone, facsimile
and personal interview by our officers, directors and employees. We will, upon request,
reimburse banks, brokers, nominees and other record holders for their reasonable
expenses in sending soliciting material Stockholders.
5
PROPOSAL
1 - ELECTION OF DIRECTORS
Our Board
currently consists of six directors. Up to nine directors are
allowed. The following table sets forth the name, age and position of
each executive officer and director the Company as at November 12,
2011.
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Name
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Age
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Position
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J.A.
Kirk McKinnon
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68
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Chairman,
Chief Executive Officer and Director
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Richard
E. Schler
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58
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Vice-President,
Chief Financial Officer and Director
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Craig
Scherba
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39
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Vice
President, Exploration and Director
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John
Sanderson
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76
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Vice
Chairman and Director
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V.
Peter Harder
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59
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Director
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Quentin
Yarie
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46
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Director
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If
elected, these individuals will hold office until the next annual meeting of the
Company’s stockholders or until there successors have been duly elected and
qualified. Unless otherwise specified, all proxies received will be
voted in favor of the election of the nominees named below as directors of the
Company. Directors will be elected by a plurality of the votes
cast. Therefore each director who has more “for” votes than “against”
votes will be elected to the Board. The Board does not have a
charter governing its nominating procedures, nor has it adopted a policy
regarding the consideration of candidates to serve as directors.
The term
of each of the current directors expires at the 2012 Annual Meeting or when his
or his respective successor is duly elected and qualified or until his earlier
resignation, removal or death. The Company’s management has no reason
to believe that any of the nominees will be unable or unwilling to serve as a
director, if elected. Should any of the nominees not remain a
candidate for election at the date of the Meeting, proxies will be voted in
favor of the nominees who remain candidates and may be voted for substitute
nominees selected by the Board. What follows is a brief summary of
experience of all of the individuals nominated to serve as a
director:
J.A. Kirk McKinnon
(Brampton, Canada)
Mr.
McKinnon has served as the Company’s Chairman and Chief Executive Officer since
October 1, 2009 and a director since April 2006. Mr. McKinnon has also served as
the Company’s President and Chief Executive Officer from April 2006 to September
30, 2009. He brings over 25 years of senior management experience to the
Company. Mr. McKinnon is currently President and CEO of MacDonald
Mines Exploration Ltd., Red Pine Exploration Inc. and Honey Badger
Exploration Inc., all of which are resource exploration companies trading on the
TSX Venture Exchange headquartered in Toronto, Canada. Previously, Mr. McKinnon
held senior management positions with several high profile Canadian
corporations, including Nestle Canada. Mr. McKinnon is well-versed in business
management and he has been very successful in raising funds in the capital
markets. Mr. McKinnon’s qualifications to serve as a director of the Company
include his over 25 years of senior management experience.
6
Richard E. Schler, MBA
(Toronto, Canada)
Mr.
Schler has served as the Company’s Vice President and Chief Financial Officer
since October 1, 2009 and a director since April 2006. Mr. Schler was the
Company’s Vice President, Chief Operating Officer and Chief Financial Officer
from February 2009 to September 30, 2009 and served as the Company’s Vice
President and Chief Financial Officer from April 2006 to January 2009. He is
also currently serving as Chief Operating Officer and Chief Financial Officer of
MacDonald Mines Exploration Ltd., Red Pine Exploration Inc. and Honey Badger
Exploration Inc., all of which are resource exploration companies trading on the
TSX Venture Exchange headquartered in Toronto, Canada. Before joining these
companies, Mr. Schler held various senior management positions with noted
corporations. He also has over 25 years of experience in the manufacturing
sector. Mr. Schler is very experienced in financial management and business
operations. Together with Mr. McKinnon, they have been very successful in
raising funds in the capital markets. Mr. Schler’s qualifications to serve as a
director of the Company include his many years of financial management and
business operations experience.
John Sanderson Q.C.
(Vancouver, Canada)
Mr.
Sanderson has been Vice Chairman of the Board of Directors of the Company since
October 1, 2009 and a director of the Company since January 2009. Mr. Sanderson
was Chairman of the Board of Directors of the Company from January 2009 to
September 2009. Mr. Sanderson is a mediator, arbitrator, consultant and lawyer
called to the Bar in the Canadian Provinces of Ontario and British Columbia. Mr.
Sanderson’s qualifications to serve as a director of the Company include his
many years of legal and mediation experience in various industries.
V. Peter Harder, LL.D, M.A.,
B.A. (Hons) (Manotick, Canada)
Mr.
Harder has served as a director of the Company since July 2, 2009. He is a
Senior Policy Advisor to Fraser Milner Casgrain, LLP (“FMC”), a Canadian
national law firm. Prior to joining FMC, Mr. Harder was a
long-serving Deputy Minister in the Government of Canada. First appointed a
Deputy Minister in 1991, he served as the most senior public servant in a number
of federal departments including Treasury Board, Solicitor General, Citizenship
and Immigration, Industry and Foreign Affairs and International Trade. At
Foreign Affairs, Mr. Harder assumed the responsibilities of the Personal
Representative of the Prime Minister to three G8 Summits (Sea Island, Gleneagles
and St. Petersburg). Mr. Harder served as Co-Chair of the Canada
China Strategic Working Group.
Mr.
Harder is also a director of Power Financial Corporation (TSX: PWF), IGM
Financial Corporation (TSX: IGM), Telesat Canada, Northland Power Inc. (TSX:
NPI), Timberwest Forest Company and Pinetree Capital Limited (TSX:
PNP). Mr. Harder is also a member of a Board of Governors of the
University of Ottawa, The United Church Foundation and other charitable
organizations.
Mr.
Harder was appointed a Trudeau Foundation Mentor for 2009-2010. He also serves
as the Chair of the National Arts Centre’s Governance, Nominating, and Ethics
Committee. In 2008, Peter was elected the President of the Canada China Business
Council (CCBC). He is also a member of the International Institute for Strategic
Studies (IISS). Mr. Harder’s qualifications to serve as a director of
the Company include his many years of experience as a director and senior policy
advisor.
Craig Scherba, P.Geol.
(Oakville, Canada)
Mr.
Scherba was appointed Vice President, Exploration and a director of the Company
on January 1, 2010. Mr. Scherba was professional geologist with Taiga
Consultants Ltd. (“Taiga”), a mining exploration consulting company from March
2003 to December 2009. He was a managing partner of Taiga between
January 2006 and December 2009. Mr. Scherba has been a geologist since 2000, and
his expertise includes supervising large Canadian and international exploration.
Mr. Scherba was an integral member of the exploration team that developed Nevsun
Resources’ high grade gold, copper and zinc Bisha project in Eritrea. Mr.
Scherba served as the Company's Country and Exploration Manager for the Green
Giant Project in Madagascar during its initial exploration stage. Mr. Scherba’s
qualifications to serve as a director of the Company include his many years of
senior management experience in the mining industry.
7
Quentin Yarie, P.Geol.
(Toronto, Canada)
Mr. Yarie
has served as a director of the Company since 2008. Mr. Yarie is an experienced
geophysicist and a successful entrepreneur. He has over 20 years of
experience in the mining and environmental/engineering sectors. Mr.
Yarie has project management and business development experience as he has held
positions of increasing responsibility with a number of Canadian-based
geophysical service providers. Since January 2010 Mr. Yarie has been a
consultant and Senior Vice President Exploration for MacDonald Mines Exploration
Ltd, Red Pine Exploration Inc. and Honey Badger Exploration Inc. From
October 2007 to December 2009, Mr. Yarie was a business development officer with
Geotech Ltd, a geo-physical airborne survey company. From September 2004 to
October 2007, Mr. Yarie was a senior representative of sales and business
development for Aeroquest Limited. From 1992-2001, Mr. Yarie was a partner of a
specialized environmental and engineering consulting group where he managed a
number of large projects including the ESA of the Sydney Tar Ponds, the closure
of the Canadian Forces Bases in Germany and the Maritime and Northeast Pipeline
project. Mr. Yarie’s qualifications to serve as a director of the Company
include his several years of senior management experience in the mining
industry.
Recommendation
of the Board of Directors
The
Board recommends a vote FOR the election of each of the nominees.
Corporate
Governance
The
Company’s Board of Directors (the “Board”) has established four committees: the
Audit Committee, capital projects committee, disclosure committee and a special
advisory committee. The Company’s Board does not currently have any
nominating, compensation, or committees not listed above. The entire
Board performs the functions performed by those other committees. Due
to the small size of the Board and the Company’s limited operations, the Board
has determined that it is not currently appropriate for such committees to be
established. The following directors were independent under the
independence standards of NYSE Amex during the past fiscal
year: Quentin Yarie, Peter Harder and John Sanderson. Given the size
of the Company, the only formal committee in place is the Audit
Committee.
Audit
Committee
The
following directors serve on the Audit Committee, all of whom are
independent: John Sanderson, Peter Harder and Quentin Yarie. The Audit Committee
assists our Board in its oversight of the Company’s accounting and
financial reporting processes and the audits of the Company’s financial
statements, including (i) the quality and integrity of the Company’s
financial statements, (ii) the Company’s compliance with legal and
regulatory requirements, (iii) the independent auditors’ qualifications and
independence and (iv) the performance of the Company’s internal audit
functions and independent auditors, as well as other matters which may come
before it as directed by the board of directors. Further, the Audit Committee,
to the extent it deems necessary or appropriate, among its several other
responsibilities, shall:
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Be
responsible for the appointment, compensation, retention, termination and
oversight of the work of any independent auditor engaged for the purpose
of preparing or issuing an audit report or performing other audit, review
or attest services for the Company;
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Discuss
the annual audited financial statements and the quarterly unaudited
financial statements with management and the independent auditor prior to
their filing with the Securities and Exchange Commission in the Company’s
Annual Report on Form 10-K and Quarterly Reports on Form
10-Q;
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Review
with the Company’s financial management on a periodic basis
(a) issues regarding accounting principles and financial statement
presentations, including any significant changes in the Company’s
selection or application of accounting principles, and (b) the effect
of any regulatory and accounting initiatives, as well as off-balance sheet
structures, on the financial statements of the
Company;
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Monitor
the Company’s policies for compliance with federal, state, local and
foreign laws and regulations and the Company’s policies on corporate
conduct;
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Maintain
open, continuing and direct communication between the Board, the audit
committee and both the Company’s independent auditors and its internal
auditors; and
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Monitor
our compliance with legal and regulatory requirements, with the authority
to initiate any special investigations of conflicts of interest, and
compliance with federal, state and local laws and regulations, including
the Foreign Corrupt Practices Act.
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8
Orientation
and Continuing Education
The
Company does not provide a formal orientation and education program for new
directors. New directors are given an opportunity to familiarize
themselves with the Company by visiting the Company's corporate offices, meeting
with other directors, reviewing the rules and regulations of the stock exchanges
where the Company’s shares are listed, and reviewing the Company's by-laws and
related documents. Moreover, new directors are invited to speak
with the Company's solicitors and auditors to become familiar with their legal
responsibilities.
Ethical
Business Conduct
The role
of the Board is to oversee the conduct of the Company's business, to set
corporate policy and to supervise Management, which is responsible to the Board
for the day-to-day conduct of business. However, given the size of
the Company, material transactions are addressed at the Board level. The Board
discharges five specific responsibilities as part of its stewardship
responsibility. These are:
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Strategic
Planning Process: given the Company's size, the strategic plan is
elaborated directly by Management, with input from and assistance of the
Board;
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Managing
Risk: the Board directly oversees most aspects of the business of the
Company and thus, does not require the elaboration of “systems” or the
creation of committees, other than the Audit Committee, Capital Projects
Committee, Disclosure Policy Committee and Special Advisory Committee of
the Board, to effectively monitor and manage the principal risks of all
aspects of the business of the
Company;
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Appointing,
Training, and Monitoring Senior Management: no elaborate system of
selection, training and assessment of Management has been established,
given the operations and size of the Company; however, the Board closely
monitors Management's performance, which is measured against the overall
strategic plan, through reports by and regular meetings with
Management;
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Communication
Policy: it is and has always been the unwritten policy of the Board to
communicate effectively with its shareholders, other stakeholders, and the
public generally through statutory filings and mailings, as well as news
releases; the shareholders are also given an opportunity to make comments
or suggestions at shareholder meetings; these comments and suggestions are
then factored into the Board's decisions;
and
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Ensuring
the integrity of the Company's Internal Control and Management Information
System: given the involvement of the Board in operations, the
reports from and the meetings with Management, the Board can effectively
track and monitor the implementation of approved
strategies.
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Disclosure
Policy and Disclosure Committee
During
fiscal 2010, the Board adopted a Disclosure Policy and created a Disclosure
Policy Committee. This committee consists of the Chairman and Chief Executive
Officer, Vice President and Chief Financial Officer, and the Vice President of
Business Development. The majority of the Committee must physically sign off on
all disclosure made by the Company with such majority being made up of at least
two directors. The objective of the Disclosure Policy is to ensure
that communications with the investing public are timely, factual and accurate,
and broadly disseminated in accordance with all applicable legal and regulatory
requirements. The Disclosure Policy extends to all consultants of the
Company, its Board, those authorized to speak on its behalf and all other
insiders. It covers disclosures in documents filed with securities
regulators, financial and non-financial disclosure, including management's
discussion and analysis ("MD&A") and written statements made in the
Company's annual and interim reports, news releases, letters to shareholders,
presentations by senior management and information contained on the Company's
web site and other electronic communications. It extends to oral statements made
in meetings and telephone conversations with analysts and investors, interviews
with the media as well as speeches, press conferences and conference
calls.
9
The
Board of Directors Relations with Management
The
Chairman and Chief Executive Officer and the Vice President & Chief
Financial Officer of the Company are members of the Board, as is usual in a
company of this size. The Board feels that this is not an impediment
to the proper discharge of its responsibilities. Interaction between
Management and the Board, inside and outside Board meetings, ensures that the
Board is informed and the Board members' experience utilized when needed by
Management. The Board remains cognizant to corporate governance
issues and seeks to set up the necessary structures to ensure the effective
discharge of its responsibilities without creating additional overhead costs or
reducing the return on shareholders' equity. The Board remains
committed to ensuring the long-term viability of the Company, as well as the
well-being of its consultants and of the communities in which it
operates. The Board has also adopted a policy of permitting
individual directors under appropriate circumstances to engage legal, financial
or other expert advisors at the Company’s expense.
Nomination
of Directors
The Board
performs the functions of a nominating committee with responsibility for the
appointment and assessment of directors. The Board believes that this
is a practical approach at this stage of the Company’s
development. While there are no specific criteria for Board
membership, the Company attempts to attract and maintain directors with business
expertise, and in particular, knowledge of mineral exploration and development,
geology, corporate law and finance. Nominations tend to be the result
of recruitment efforts by management and individual directors, which are then
presented to the Board for consideration.
Compensation
and Assessment
The Board
determines the compensation for the Company’s directors and officers, based on
industry standards and the Company’s financial situation. Other than
stock options granted to directors from time to time, the directors currently do
not receive any remuneration for their acting in such
capacity. The Board assesses, on an annual basis, the
contribution of the Board as a whole and each of the individual directors, in
order to determine whether each is functioning effectively. If
prudent, changes are made.
Capital
Projects Committee
Given the
status of the Company’s Green Giant Project in Madagascar, during October 2010 a
Capital Projects Committee was formed to focus on this key area which includes
country infrastructure and potential synergies with Asia-Thai’s Sakoa Coal Field
Project. Currently, Mr. Schler (Chairperson) and Mr. Scherba are
members of this committee. The Company is looking to add
a person to the Committee with expertise in mine construction and
development.
Special
Advisory Committee
The
Company has established a special advisory committee to oversee its Green Giant
project in Madagascar. The Special Advisory Committee consists of Mr.
Brian Tobin, P.C., ICD.D., Mr. Peter Harder LL.D, M.A., B.A. (Hons), Anthony G.
Toldo and Marc Hein LL.D (Hons). The purpose of this committee is to
assist the Company in securing financing and strategic partners for the
development of the Green Giant project including liaison with governmental and
regulatory bodies in Madagascar.
Code
of Ethics
The
Company has adopted a code of business conduct and ethics that applies to its
directors, officers, and consultants, including its principal executive
officers, principal financial officer, principal accounting officer, controller
or persons performing similar functions. The Code of Ethics was filed
as Exhibit 14.1 to our Annual Report on Form 10-KSB for the year ended June 30,
2006, as filed on October 12, 2006 with the Securities and Exchange
Commission.
Meetings
of the Board and Committees
The Board
met five times in the 2011 fiscal year. The Audit Committee met four
times in the 2011 fiscal year. Each incumbent director attended all
the meetings of the Board, and each incumbent member of the Audit Committee
attended all meetings of that committee.
10
Compensation
of Executives
Summary
Compensation
The
following table sets forth certain summary information concerning the
compensation paid or accrued during each of our last two completed fiscal years
to our principal executive officer and two other most highly compensated
executive officers who received compensation in excess of $100,000 for the
fiscal year ended June 30, 2011 (collectively, the “Named Executive
Officers”):
|
Annual
Compensation
|
Long
Term Compensation
|
|||||||
|
Awards
|
Payouts
|
|||||||
|
Name
and Principal Position
|
Fiscal
Year
|
Salary
($)
|
Bonus
($)
|
Other
Annual Compensation
($)
|
Restricted
Stock Award(s)
|
Securities
Underlying Options/ SARs (#)
|
LTIP
Payouts
|
All
Other Compensation
($)
|
|
J.A.
Kirk McKinnon, CEO and Director
|
2011
|
261,810
(1)
|
--
|
--
|
--
|
--
|
--
|
--
|
|
2010
|
134,178
(4)
|
--
|
80,750
(2)
|
--
|
--
|
--
|
512,469
(6)
|
|
|
Richard
E. Schler, Vice-President, CFO and Director
|
2011
|
189,490
(1)
|
--
|
--
|
--
|
--
|
--
|
--
|
|
2010
|
129,953
(4)
|
--
|
76,500
(2)
|
--
|
--
|
--
|
488,218
(6)
|
|
|
Julie
Lee Harrs, Former President, COO and Director (2)
|
2011
|
202,126
(1)
|
--
|
--
|
--
|
--
|
--
|
--
|
|
2010
|
93,252
(5)
|
--
|
340,000
(3)
|
--
|
--
|
--
|
429,698
(6)
|
|
(1) Consulting
fees paid and accrued for the fiscal year ended June 30, 2011.
(2) Shares
valued at $0.17 per share based on quoted market price issued to these
individuals and/or to companies controlled by them.
(3) Shares
valued at $0.68 per share based on quoted market price.
(4) Consulting
fees paid and accrued for fiscal year ended June 30, 2010.
(5) Consulting
fees paid and accrued for 11 months to June 30, 2010.
(6) Stock
options valued between $0.35 to $0.40 per option, using the Black-Scholes option
pricing model.
Long-Term
Incentive Plan Awards Table
There are
currently no Long-Term Incentive Plans in place.
Consulting
Agreements
Currently,
the Company does not have consulting agreements with Messrs. McKinnon and
Schler. However, the Company has agreed to pay them a monthly
stipend. Mr. McKinnon and Mr. Schler receive approximately CAD$15,000
per month, although the compensation varies from month to month depending on
various factors. In consultation with legal counsel, the
Company intends to execute consulting arrangements with all key personnel in the
near future and will publish such consulting agreements pursuant to the
requirements of, and within the time frame required by, the Securities Exchange
Act of 1934, as amended.
11
Options
and Stock Appreciation Rights Grants
Outstanding
stock options granted to Named Executive Officers and Directors as at June 30,
2011 are as follows:
|
Outstanding
Equity Awards at Fiscal Year-End
|
|||||||||
|
Option
Awards
|
Stock
Awards
|
||||||||
|
Name
|
Number
of
Securities Underlying Unexercised Options (#)
Exercisable
|
Number of Securities Underlying Unexercised Options (#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
|
Option
Exercise Price ($)
|
Option
Expiration Date |
Number
of Shares or Units of Stock that have not Vested (#)
|
Market Value of Shares or Units of Stock that
have
not
Vested ($)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested ($)
|
|
J.A.
Kirk McKinnon, NEO
|
280,000
425,000
720,000
975,000
225,000
1,150,000
|
--
|
--
|
0.15
0.15
0.15
0.15
0.352
0.395
|
July
28, 2011
Nov.
26, 2011
March
4, 2012
July
11, 2012
Sep
2, 2013
May
11, 2014
|
--
|
--
|
--
|
--
|
|
Richard
E. Schler, NEO
|
690,000
875,000
200,000
1,100,000
|
--
|
--
|
0.15
0.15
0.352
0.395
|
March
4, 2012
July
11, 2012
Sep
2, 2013
May
11, 2014
|
--
|
--
|
--
|
--
|
|
Julie
Lee Harrs (former NEO)
|
1,100,000
|
--
|
--
|
0.395
|
May
11, 2014
|
--
|
--
|
--
|
--
|
The
following options were cancelled during the 2011 fiscal year for the above noted
Named Executive Officers and former NEO: Kirk McKinnon 125,000,
Richard Schler 125,000 and Julie Lee Harrs 125,000. These stock
options were due to expire on October 27, 2013 at an exercise price of
$0.572.
Aggregated
Option Exercises and Fiscal Year-End Option Values
On March
9, 2006, the Company filed a Form S-8 Registration Statement in connection with
its adopted 2006 Stock Option Plan (the “2006 Plan”) allowing for the direct
award of shares or granting of stock options to acquire up to a total of
2,000,000 common shares. On December 18, 2006, February 16, 2007,
July 11, 2007, December 8, 2009 and December 16, 2010, the 2006 Plan was amended
to increase the stock option pool by a total of 20,000,000 additional common
shares to an aggregate total of 22,000,000. Further on June 29, 2010,
an S-8 Registration Statement was filed in connection with the registration of
the common shares underlying the granting of options. The following table
summarizes the continuity of the Company’s stock options:
|
Number
of
Shares
|
Weighted
average
exercise
price ($)
|
||
|
Outstanding,
June 30, 2009
|
7,630,000
|
0.15
|
|
|
Granted
|
8,505,000
|
0.40
|
|
|
Exercised
|
(2,000,000)
|
0.15
|
|
|
Expired
/ Cancelled
|
(515,000)
|
0.42
|
|
|
Outstanding
June 30, 2010
|
13,620,000
|
0.30
|
|
|
Granted
|
1,100,000
|
0.25
|
|
|
Expired
/ Cancelled
|
(590,000)
|
0.57
|
|
|
Outstanding,
June 30, 2011
|
14,130,000
|
0.29
|
|
12
Additional
information regarding stock options outstanding as at June 30, 2011 is as
follows:
|
Exercise
price
|
Outstanding
|
Exercisable
|
|||
|
Number
of shares
|
Weighted
average
remaining life (years) |
Weighted
average
exercise price |
Number
of
shares |
Weighted
average
exercise price (US$) |
|
|
$0.15
|
365,000
|
0.08
|
$0.15
|
365,000
|
$0.15
|
|
$0.15
|
650,000
|
0.41
|
$0.15
|
650,000
|
$0.15
|
|
$0.15
|
1,920,000
|
0.68
|
$0.15
|
1,920,000
|
$0.15
|
|
$0.15
|
2,695,000
|
1.03
|
$0.15
|
2,695,000
|
$0.15
|
|
$0.35
|
750,000
|
2.18
|
$0.35
|
750,000
|
$0.35
|
|
$0.40
|
6,650,000
|
2.87
|
$0.40
|
6,650,000
|
$0.40
|
|
$0.25
|
1,100,000
|
3.31
|
$0.25
|
1,100,000
|
0.25
|
|
Total/Average
|
14,130,000
|
2.11
|
$0.28
|
14,130,000
|
$0.28
|
The
following are changes in the number of stock options outstanding subsequent to
the Company’s June 30, 2011 year end, and as of the date of this Proxy
Statement:
|
·
|
On
July 1, 2011, 5,175,000 stock options were issued at an exercise price of
US $0.30 for a term of five years.
|
|
·
|
On
July 29, 2011, 365,000 stock options expired originally granted at an
exercise price of US $0.15.
|
|
·
|
On
October 24, 2011, 1,850,000 stock options were issued at an exercise price
of US $0.20 for a term of five
years.
|
|
·
|
A
total of 1,600,000 stock options have been cancelled. Of this
total, 200,000 stock options had an exercise price of US $0.15, 300,000
stock options had an exercise price of US $0.395 and 1,100,000 stock
options had an exercise price of US
$0.25.
|
As a
result of these transactions, 19,190,000 stock options were outstanding as of
the date of this Proxy Statement.
Compensation
of Directors
Directors
who are also Named Executive Officers or officers of the Company are remunerated
for their services rendered as officers of the Company. Directors who are not
also officers of the Company or do not otherwise provide services to the Company
receive only stock based compensation in the form of common shares and stock
options for their services as directors of the Company. Appended in the table
below are compensation awards to Directors other than Named Executive Officers
for the fiscal year ended June 30, 2011. The Company also reimburses
non-employee directors for expenses incurred in connection with their service on
our Board. No additional amounts are payable to our directors for committee
participation or special assignments. The compensation paid to directors who
provide services to the Company in other capacities has been previously reported
under “Summary of Compensation”. The following table summarizes
compensation paid to or earned by our directors who are not Named Executive
Officers for their service as directors of our company during the fiscal year
ended June 30, 2011.
13
|
Name
|
Fees
Earned or Paid in Cash ($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation
($)
|
Nonqualified
Deferred Compensation Earnings ($)
|
All
other Compensation
($)
|
Total
($)
|
|
Craig
Scherba, Director
|
71,048
|
--
|
--
|
--
|
--
|
--
|
71,048
|
|
John
Sanderson, Director
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|
Quentin
Yarie, Director
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|
Peter
Harder, Director
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|
Richard
Quesnel, (former Director) (1)
|
--
|
--
|
231,800
|
--
|
--
|
--
|
231,800
|
(1) Richard
Quesnel was appointed as a director of the Company on October 21, 2011 and
resigned on April 18, 2011. As incentive for becoming a director, the
Company awarded him 1,100,000. The Black-Scholes value of these stock
options was calculated to be $231,800. These stock options were
subsequently cancelled.
Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The
following table sets forth certain information regarding beneficial ownership of
our capital stock as of October 28, 2011: (i) each person who is known by the
Company to own beneficially more than 5% of our common shares; (ii) each
director of the Company; (iii) each of the Named Executive Officers; and (iv)
all directors and executive officers of the Company as a group.
The
number and percentage of shares beneficially owned is determined in accordance
with Rule 13d-3 under the Exchange Act, and the information is not necessarily
indicative of beneficial ownership for any other purpose. The Company
believes that each individual or entity named has sole investment and voting
power with respect to the securities indicated as beneficially owned by them,
subject to community property laws, where applicable, except where otherwise
noted.
|
Name
and Address of Beneficial Owner
|
Number
of Common Shares Beneficially Owned
|
Percentage of Outstanding
Common Shares Beneficially Owned(1)
|
|
Consolidated
Thompson Iron Mines Limited
1155
Université Street, Suite 508
Montréal,
Québec H3B 2A7
|
13,333,334
|
6.36%
|
|
Dundee
Corporation
1
Adelaide Street East, Suite 2800
Toronto,
Ontario M5C 2V9
|
11,896,450
|
5.67%
|
|
J.A.
Kirk McKinnon, Chairman, CEO & Director
46
Ferndale Crescent
Brampton,
Ontario, Canada L6W 1E9(2)(9)
|
9,850,000
|
4.70%
|
|
Richard
E. Schler, Vice President, CFO & Director
80
Greybeaver Trail,
Toronto,
Ontario, Canada M1C 4N5(3)(9)
|
7,990,000
|
3.81%
|
|
John
Sanderson, Director
1721
– 27th
Street
West
Vancouver, BC, Canada, V7H 4K9(5) (8)
(9)
|
625,000
|
0.30%
|
|
Quentin
Yarie, Director
520
– 141 Adelaide Street West
Toronto,
Ontario, Canada M5H 3L5(5) (8)
(9)
|
925,000
|
0.44%
|
|
Peter
Harder, Director
5538
Pattapiece Crescent
Manotick,
Ontario K4M 1C5(6) (8)
(9)
|
975,000
|
0.46%
|
|
Craig
Scherba, Director
1480
Willowdown Road,
Oakville,
ON L6L 1X3(7)(9)
|
800,000
|
0.38%
|
|
All
directors and executive officers as a group
(6 persons)
(9)
|
21,165,000
|
10.09%
|
Sources
include: https://www.sedi.ca
14
(1)
Denominator used for calculation is 209,702,873. Based on total
issued and outstanding common shares of 146,197,178 plus warrants outstanding
and convertible into 44,315,695 shares of common stock plus stock options
outstanding and convertible into 19,190,000 shares of common stock as
of November 7, 2011.
(2)
Includes warrants convertible into 1,000,000 common shares and
3,700,000 common shares held in “Badger Resources Inc.”, a related company.
These warrants are exercisable until April 26, 2013 at a price of $0.15 per
share. Also includes 350,000 common shares and stock
options convertible into 4,225,000 common shares held directly
exercisable between $0.15 to $0.57 per share with expiry dates between July 28,
2011 and July 1, 2016.
(3)
Includes warrants convertible into 900,000 common shares and 3,600,000 common
shares held in “Sarmat Resources Inc.”, a related company. These warrants are
exercisable until April 26, 2013 at a price of $0.15 per share. Also includes
stock options convertible into 3,265,000 common shares held directly
exercisable between $0.15 to $0.57 per share with expiry dates between March 4,
2012 to July 1, 2016.
(4)
Includes 325,000 common shares and stock options convertible into 275,000 common
shares exercisable between $0.30 to $0.57 per share with expiry dates between
September 2, 2013 to July 1, 2016.
(5)
Includes 325,000 common shares and stock options convertible into 550,000 common
shares exercisable between $0.30 to $0.57 per share with expiry dates
between September 2, 2013 to July 1, 2016.
(6)
Includes warrants convertible into 125,000 common shares, 325,000
common shares and stock options convertible into 475,000 common shares
exercisable between $0.30 to $0.57 per share with expiry dates between September
2, 2013 to July 1, 2016.
(7)
Includes stock options convertible into 600,000 common shares exercisable
between $0.30 to $0.57 per share with expiry dates between May 11, 2014 to July
1, 2016.
(8)
Members of the Audit Committee.
(9)
Parties whose shareholdings are a part of the total of “All directors and
executive officers as a group (6 persons)”. (9)
Included in the total for “all directors and executive officers as a group”
noted above.
Changes
in Control
We are
not aware of any arrangements that may result in a change in control of the
Company.
Interest
of Informed Persons in Material Transactions
Except as
otherwise disclosed herein, no Director or Officer of the Company, no proposed
nominee for election to the Board, no person owning or exercising control over
more than 10% of the Company’s issued and outstanding Shares, and no associate
or affiliate of any such person has had any material interest, direct or
indirect, in any material transaction involving the Company within the fiscal
year ended June 30, 2011.
Equity
Compensation Plan Information
The
following table sets forth certain information as of June 30, 2011 for (i) all
compensation plans previously approved by the Company's security holders and
(ii) all compensation plans not previously approved by the Company's security
holders.
|
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding options, and
warrants
|
Weighted-average
exercise price of outstanding options and warrants
|
Number
of securities remaining available for future under equity compensation
plans (excluding securities reflected in column (a)
|
|
Equity
compensation plans approved by security holders
|
--
|
--
|
--
|
|
Equity
compensation plans not approved by security holders
|
7,630,000
|
$0.15
|
5,080,000
|
On April
21, 2009, the Company re-priced the 7,630,000 outstanding stock options by
amending the exercise price ranging between $0.55 to $0.85 per share to $0.15
per share. All options reported above were issued under the Company's
amended 2006 Stock Option Plan.
15
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s
executive officers, directors and persons who own more than 10% of a registered
class of the Company’s equity securities to file certain reports with the
Securities and Exchange Commission regarding ownership of, and
transactions in, the Company’s securities. Such officers, directors
and 10% shareholders are also required by the Securities and Exchange
Commission to furnish the Company with all Section 16(a) forms that they
filed.
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s
directors and executive officers, and persons who beneficially own more than 10%
of a registered class of the Company’s equity securities, to file reports of
beneficial ownership and changes in beneficial ownership of the Company’s
securities with the Securities and Exchange Commission on Form 3
(Initial Statement of Beneficial Ownership), Form 4 (Statement of Changes of
Beneficial Ownership of Securities) and Form 5 (Annual Statement of Beneficial
Ownership of Securities). Directors, executive officers and
beneficial owners of more than 10% of the Company’s Common Stock are required by
Securities and Exchange Commission regulations to furnish the Company
with copies of all Section 16(a) forms that they filed. Except
as otherwise set forth herein, based solely on review of the copies of such
forms furnished to the Company, or written representations that no reports were
required, the Company believes that for the fiscal year ended June 30, 2011,
beneficial owners and executives complied with Section 16(a) filing requirements
applicable to them.
Based
solely on a review of the copies of such forms furnished to the Company, or
written representations that no reports were required, the Company believes that
for the fiscal year ended June 30, 2011, beneficial owners and executives
complied with Section 16(a) filing requirements applicable to them.
16
PROPOSAL
2 - APPROVAL OF AMENDMENTS TO THE 2006 AMENDED AND RESTATED STOCK OPTION
PLAN
The
following is a brief summary of the Amended and Restated 2006
Stock Option Plan ("2006 Plan"):
|
·
|
The
purpose of the 2006 Plan is to advance the interests of the Company, by
providing an additional incentive to attract, retain and motivate highly
qualified and competent persons who are key to the Company, including key
employees, consultants, independent contractors, Officers and Directors,
and upon whose efforts and judgment the success of the Company and its
Subsidiaries is largely dependent.
|
|
·
|
The
Board currently administers the 2006
Plan.
|
|
·
|
There
are currently 19,190,000 outstanding stock options (representing
approximately 13% of the non-diluted, currently, issued and outstanding
common shares of the Company).
|
|
·
|
The
Board, by resolution, will designate an exercise price for stock options
as the prior day closing price on a stock exchange to which the Company’s
shares trade. To date, the Company has solely used the prior
day closing price as quoted on the OTCQB: Bulletin
Board.
|
|
·
|
Notwithstanding
the amendment provisions included the 2006 Plan, the following may not be
amended without approval of security holders: (a) a reduction
in the exercise price or purchase price benefiting an Insider of the
issuer; (b) an extension of the term benefiting an insider of the
issuer; (c) any amendment to remove or to exceed the insider
participation limit; (d) an increase to the maximum number of securities
issuable, either as a fixed number or a fixed percentage of the listed
issuer's outstanding capital represented by such securities; and (e)
amendments to an amending provision within a security based compensation
arrangement.
|
|
·
|
Subject
to the policies of the TSX, the Board may amend the 2006 Plan or any
option without the consent or approval of the stockholders of the
Company. This includes but is not limited to amendments: (a) of
a housekeeping or administrative nature; (b) changes to vesting
provisions; (c) changes to the termination provisions or terminating an
option; (d) changes to terms and conditions of options not held by
Insiders of the Company; (e) anti-dilution adjustments provided; and (f)
amendments necessary to comply with applicable laws or regulatory
requirements.
|
|
·
|
Stock
options may be issued for a period of up to 10
years.
|
|
·
|
Stock
options shall vest in accordance to the vesting schedule determined by the
Board.
|
|
·
|
Stock
options are non-transferrable.
|
|
·
|
Holders
of stock options who cease to be associated with the Company without cause
will retain their stock options, at the Board’s discretion, for up to one
year.
|
|
·
|
The
Board may grant stock appreciation rights in tandem with options that have
been or are granted under the 2006 Plan. A stock appreciation right shall
entitle the holder to receive in cash, with respect to each share as to
which the right is exercised, payment in an amount equal to the excess of
the share’s fair market value on the date the right is exercised over its
fair market value on the date the right was
granted
|
Shareholders
are encouraged to review the 2006 Plan in its entirety, which can be found at
the following address – http://www.energizerresources.com/index.php?option=com_content&view=article&id=455&Itemid=196
In order
to conform with TSX requirements, certain items have been revised within the
2006 Plan since the Company’s listing on the TSX. The Company is
required to follow all policies and procedures of the TSX.
The
following definitions are for purposes of this proposal and proposal
three:
“Disinterested
Shareholder Approval” means approval of a majority of the votes cast by all
Shareholders in person or by proxy at the Meeting, excluding votes attaching to
Shares beneficially owned by Insiders to whom options may be granted under the
Plan and Associates of such persons;
“Insider”
means (a) a director or senior officer of the Company, (b) a director or senior
officer of a company that is an Insider or subsidiary of the Company, (c) an
individual, corporation, incorporated association or organization, body
corporate, partnership, trust, association or other entity that beneficially
owns or controls, directly or indirectly, securities that are not debt
securities that carry a voting right either under all circumstances or under
some circumstances that have occurred and are continuing, or (d) the Company
itself if it holds any of its own securities.
17
Disinterested
Shareholders are asked to grant Disinterested Shareholder Approval of the Option
Re-pricing by passing the following ordinary resolution:
“RESOLVED
BY ORDINARY RESOLUTION: to approve an
amendment to the Company’s 2006 Plan to increase the authorized number of
options for common shares of the Company authorized to be issued to 27,000,000
from 22,000,000”.
In
accordance with the requirement of the TSX to obtain Disinterested Shareholder
Approval, proxies representing Shares beneficially owned by Insiders to whom
options may be granted under the Plan will be excluded from voting on this
resolution. The total number of shares which will be excluded from
voting for this resolution will be 11,651,000 which represents 7.97% of the
non-diluted, currently, issued and outstanding common shares of the
Company. With respect to all other proxies, unless a proxy
specifies that the Shares it represents are to be withheld from voting in favour
of the resolution proposed above, the proxies named in the accompanying form of
proxy intend to vote in favour of this
resolution.
Recommendation
of the Board of Directors
The
Board recommends a vote FOR the approval of the Amended and Restated 2006 Stock
Option Plan that increases the number of options for common shares eligible for
issue to 27,000,000 from 22,000,000.
PROPOSAL
3 - APPROVAL OF THE RE-PRICING OF CERTAIN STOCK OPTIONS
The Board
has previously considered and approved the re-pricing of stock options issued to
various directors, officers, or consultants of the Company, subject to
shareholder approval (“Option
Re-pricing”). These stock options have an exercise price between US$0.30
and US$0.395 per share. They were originally granted in lieu of other forms of
compensation. The Board is proposing that the revised exercise price
of the existing stock options be based on the five day volume weighted average
price on the OTCQB: Bulletin Board based on the day before the Board of
Directors approve, by resolution, the stock Option Re-pricing. The
Board is required to and will provide notice to the TSX with respect to the
Option Re-pricing subject to ratification by disinterested
shareholders.
By
resolution(s) of the Board, the Company is authorized, subject to regulatory and
disinterested shareholder approval, to re-price the following stock options as
granted under the 2006 Plan as follows:
|
Name
of Option holder
|
Number of Options |
Exercise
Price (US$)
|
Revised
Exercise Price (US$)
|
Exercise Period |
|
Kirk
McKinnon
|
2,050,000
|
$0.30
to $0.395
|
Note
1
|
September
2, 2013 to July 1, 2016
|
|
Richard
Schler
|
1,900,000
|
$0.30
to $0.395
|
Note
1
|
September
2, 2013 to July 1, 2016
|
|
Quentin
Yarie
|
600,000
|
$0.30
to $0.395
|
Note
1
|
September
2, 2013 to July 1, 2016
|
|
Peter
Harder
|
475,000
|
$0.30
to $0.395
|
Note
1
|
May
11, 2014 to July 1, 2016
|
|
John
Sanderson
|
375,000
|
$0.30
to $0.395
|
Note
1
|
September
2, 2013 to July 1, 2016
|
|
Craig
Scherba
|
600,000
|
$0.30
to $0.395
|
Note
1
|
May
11, 2014 to July 1, 2016
|
|
Jacob
McKinnon
|
425,000
|
$0.30
to $0.395
|
Note
1
|
September
2, 2013 to July 1, 2016
|
|
Total
“insiders” as defined in Canadian security regulations (note
2)
|
6,425,000
|
|||
|
Brent
Nykoliation
|
925,000
|
$0.30
to $0.395
|
Note
1
|
September
2, 2013 to July 1, 2016
|
|
Peter
Liabotis
|
600,000
|
$0.30
to $0.395
|
Note
1
|
May
11, 2014 to July 1, 2016
|
|
Joseph
Heng
|
425,000
|
$0.30
to $0.395
|
Note
1
|
September
2, 2013 to July 1, 2016
|
|
Julie
Lee Harrs
|
1,700,000
|
$0.30
to $0.395
|
Note
1
|
May
11, 2014 to July 1, 2016
|
|
Total
“insiders” as defined in United States security regulations (note
2)
|
10,075,000
|
|||
|
Certain
other Consultants who are not defined as insiders
|
2,300,000
|
$0.30
to $0.395
|
Note
1
|
May
11, 2014 to July 1, 2016
|
|
Total
|
12,375,000
|
18
Note 1 –
The revised exercise price of the existing stock options shall be based on the
five day volume weighted average price on the OTCQB: Bulletin Board based on the
day before the Board of Directors approve, by resolution, the stock Option
Re-pricing.
Note 2 –
The term “insider” has different definitions when comparing Canadian and United
States security regulations.
The
Option re-pricing is subject to the approval of the TSX. TSX policies
require that the Company obtain Disinterested Shareholder Approval.
Disinterested
Shareholders (as defined with proposal two) are asked to grant Disinterested
Shareholder Approval (as defined within proposal two) of the Option
Re-pricing by passing the following ordinary resolution:
“RESOLVED AS AN ORDINARY RESOLUTION
THAT: the re-pricing of the stock options which give the
holder of the stock option the right to purchase Common Stock of the Company in
the manner identified above and in accordance with and subject to the terms and
conditions of the Amended and Restated 2006 Stock Option Plan of the
Company. Any one director or officer of the Company shall be and is
hereby authorized and directed to sign, and execute under corporate seal or
otherwise all such deeds, documents, agreements, instruments and assurances
relating to this stock option re-pricing, and to do all such acts as may be
necessary or desirable to give effect to this resolution.”
In
accordance with the requirement of the TSX to obtain Disinterested Shareholder
Approval, proxies representing Shares beneficially owned by Insiders to whom
options may be granted under the Plan will be excluded from voting on the
resolution proposed above. The total number of shares which will be
excluded from voting for this resolution will be 11,651,000 which represents
7.97% of the
non-diluted, currently, issued and outstanding common shares of the
Company. With respect to all other proxies, unless a proxy
specifies that the Shares it represents are to be withheld from voting in favour
of the resolution proposed above, the proxies named in the accompanying form of
proxy intend to vote in favour of this
resolution.
Recommendation
of the Board of Directors
The
Board recommends a vote FOR the re-pricing of the Stock Options.
PROPOSAL
4 - RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTING
FIRM
At the
Meeting of Stockholders, the stockholders will vote to ratify the appointment of
MSCM LLP (“MSCM”), Chartered Accountants, as our independent registered public
accounting firm for the fiscal year ending June 30, 2012. MSCM served
as auditor for the fiscal year ended June 30, 2011.
19
The Board
has selected MSCM as our independent registered public accounting firm for the
fiscal year ending June 30, 2012. Although the selection of the
independent registered public accounting firm is not required under the
Company’s Bylaws or otherwise to be ratified by our stockholders, the Board of
Directors has directed that the appointment of MSCM be submitted to our
stockholders for ratification due to the significance of their
appointment. If our stockholders fail to ratify the selection, it
will be considered as a direction to the Board to consider the selection of a
different firm. Even if the selection is ratified, the Board in its
discretion may select a different independent registered public accounting firm
at any time during the year if it determines that such a change would be in the
best interests of the Company and its stockholders.
We do not
expect a representative of MSCM to be present at the Meeting.
Recommendation
of the Board of Directors
The
Board of Directors recommends a vote FOR the ratification of the appointment
of
MSCM
LLP, Chartered Accountants, as the Company’s independent registered public
accounting firm for the fiscal year ending June 30, 2012.
Principal
Accounting Fees and Services - Year ended June 30, 2011
Audit Fees: The aggregate
fees, including expenses, billed by the Company’s principal accountant in
connection with the audit of our financial statements for the most recent fiscal
year and for the review of our financial information included in our Annual
Report on Form 10-K; and our quarterly reports on Form 10-Q during the fiscal
year ending June 30, 2011 was $50,925 CAD.
Audit Related
Fees: The aggregate fees, including expenses, billed by the
Company’s principal accountant for services reasonably related to the audit for
the year ended June 30, 2011 were $24,690 CAD.
All Other Fees: The aggregate
fees, including expenses, billed for all other services rendered to the Company
by its principal accountant during year ended June 30, 2011 was
$nil.
Auditor
Independence
Our Board
of Directors considers that the work done for us in the year ended June 30, 2011
by MSCM LLP Chartered Accountants is compatible with maintaining MSCM LLP,
Chartered Accountants.
Auditor’s
Time on Task
All of
the work expended by MSCM LLP, Chartered Accountants on our June 30, 2011 audit
was attributed to work performed by MSCM LLP, Chartered Accountant’s full-time,
permanent employees.
Certain
Relationships & Related Transactions
Except as
noted under the section “Compensation of Executives”, none of the following
parties, since July 1, 2010, had any material interest, direct or indirect, in
any transaction with us or in any presently proposed transaction with us that
has or will materially affect us: any of our directors or
officers; any person proposed as a nominee for election as a
director; any person who beneficially owns, directly or indirectly,
shares carrying more than 10% of the voting rights attached to our outstanding
shares of common stock; any of our promoters; any relative
or spouse of any of the foregoing persons who has the same house as such
person.
20
Annual
Report
All
stockholders of record as of the record date are concurrently herewith being
sent a copy of the Company’s Annual Report on Form 10-K for the fiscal year
ended June 30, 2011. Any stockholder of the Company may obtain
without charge additional copies of the Company’s Annual Report on Form 10-K for
the 2011 fiscal year, as filed with the Securities and Exchange Commission, by
writing to:
|
Chief
Financial Officer
Energizer
Resources Inc.
1224
Washington Avenue
Miami
Beach, FL
33139
USA
|
Or
to
|
Chief
Financial Officer
Energizer
Resources Inc.
520
– 141 Adelaide Street West
Toronto,
Ontario
M5H
3L5
Canada
|
Stockholder
Proposals & Nominations
Under
Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for
inclusion in our proxy statement and for consideration at our next annual and
special meeting of stockholders. To be eligible for inclusion in our 2011 proxy
statement, your proposal must be received by us no later than August 1, 2012, and must
otherwise comply with Rule 14a-8. While the Board will consider stockholder
proposals, we reserve the right to omit from our proxy statement stockholder
proposals that we are not required to include under the Exchange Act, including
under Rule 14a-8. You may write to our Secretary at one of the
Company’s addresses as reported above to deliver the notices discussed above and
to request a copy of the relevant By-law provisions regarding the requirements
for making stockholder proposals and nominations of directors.
Other
Matters
As of the
date of this proxy statement, we know of no matters other than those set forth
herein that will be presented for consideration at the meeting. If any other
matter or matters are properly brought before the meeting or any adjournment
thereof, the persons named in the accompanying proxy will have discretionary
authority to vote, or otherwise act, with respect to such matters in accordance
with their judgment.
21
Revocable
Proxy
Energizer
Resources Inc.
Proxy
for the Annual and Special Meeting of Stockholders
This
Proxy is solicited on behalf of the Board of Directors of Energizer Resources
Inc. (the "Company") for the 2011 Annual and Special Meeting of Stockholders to
be held at the Board of Trade of Metro Toronto, First Canadian Place, 3rd
Floor, Toronto, Ontario on Wednesday December 21, 2011 at 11:00am., local
time.
The
undersigned, a holder of common stock of the Company, hereby appoints J.A. Kirk
McKinnon and/or Richard E. Schler (the "Proxyholders"), and each of them, the
true and lawful attorneys and proxies with full power of substitution, for and
in the name, place and stead of the undersigned, to vote all of the shares of
common stock of the Company which the undersigned would be entitled to vote if
personally present at the 2011 Annual and Special Meeting of Stockholders, and
at any adjournment or postponement thereof, in all matters indicated on the
reverse side hereof, and with discretionary authority to vote as to any other
matters that may properly come before such meeting.
|
Proposal
1
|
For
All
|
Withhold
All
|
For
All Except
|
|
The
election of the following individuals as Directors of the Company, each to
serve a term of one year or until his or her successor is duly elected or
appointed.
· J.A.
Kirk McKinnon
· Richard
E. Schler
· John
Sanderson
· V.
Peter Harder
· Quentin
Yarie
· Craig
Scherba
|
[_____]
|
[_____]
|
[_____]
|
INSTRUCTION:
To withhold authority to vote for any individual nominee(s), mark "For All Except" and write
the name(s) of such nominee(s) in the space provided below.
|
Proposal
2
|
For
|
Against
|
Abstain
|
|
To
approve an amendment to the Company’s Amended and Restated 2006 Stock
Option Plan to increase the authorized number of options for common shares
of the Company authorized to be issued to 27,000,000 from
22,000,000.
|
[_____]
|
[_____]
|
[_____]
|
|
Proposal
3
|
For
|
Against
|
Abstain
|
|
To
approve the re-pricing of various existing Stock Options
|
[_____]
|
[_____]
|
[_____]
|
|
Proposal
4
|
For
|
Against
|
Abstain
|
|
To
ratify the appointment of MSCM LLP, Chartered Accountants, as the
Company’s independent registered public accounting firm for the fiscal
year ending June 30, 2012.
|
[_____]
|
[_____]
|
[_____]
|
Check
here if you plan to attend the 2011 Annual and Special Meeting of
Stockholders[ ]
22
This
Proxy, when properly signed, will be voted in the manner directed. If
no direction is given, this Proxy will be voted FOR Proposal 1, 2, 3 and
4. By completing and returning this proxy, you are granting the
Proxyholders, and each of them, the right and authority to vote in their
discretion with respect to any amendments to any of the above Proposals, as well
as with respect to any other matter that may properly be brought before the 2011
Annual and Special Meeting of Stockholders, in each case in accordance with the
judgment of the person or persons voting. The Company does not expect
that any matter other than as described in this proxy statement will be brought
before the 2011 Annual and Special Meeting of
Stockholders.
Once
completed please fax to our transfer agent, Empire Stock Transfer Inc. (fax:
(702) 974 1444) or mail it to Empire Stock Transfer Inc. 1859 Whitney
Mesa Dr., Henderson, NV, 89014, U.S.A.
Please
sign exactly as your name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
__________________________________
_____________________________________________________________________________
Signature
of
Stockholder Name
of Stockholder (print exactly as it appears hereon)
__________________________________
_____________________________________________________________________________
Signature
of Joint
Stockholder
Name
of Stockholder (print exactly as it appears hereon)__________________________________
_____________________________________________________________________________
Certificate
Number
Number
of Shares Held_______________________________
Date
If your
address has changed please write in the new address below:
___________________________________________________________________________________
___________________________________________________________________________________
___________________________________________________________________________________
23
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