ANNUAL INFORMATION FORM – XEBEC ADSORPTION INC. – For ...

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The price ranges and average daily volume of Common Shares traded on the Toronto Stock Exchange were as follows: Toronto Stock Exchange (1) Month High ($) Low ($) Volume January 2010 1.10 0.86 121,200 February 2010 1.20 .89 387,100 March 2010 1.08 0.87 234,100 April 2010 0.93 0.70 309,500 May 2010 0.85 0.61 407,600 June 2010 0.95 0.64 390,000 July 2010 0.80 0.55 175,200 August 2010 0.71 0.53 216,600 September 2010 0.64 0.45 133,000 October 2010 0.60 0.30 747,500 November 2010 .036 0.23 484,300 December 2010 0.29 0.18 813,500 (1) Data supplied by TSX Datalinx Services, a division of the Toronto Stock Exchange. 9. PRIOR SALES On November 2, 2010, the Company completed a private placement of units (the “Offering”). Pursuant to the terms of the Offering, the Company issued a total of 9,491,886 units (“Units”) at a price of $0.40 per Unit for gross proceeds of $3,796,754. Each Unit consisted of one common share of the Company and one common share purchase warrant (“Warrant”) which entitle the holder to acquire one common share at a price of $0.45 until November 1, 2015, subject to an accelerated expiry if, at any time after December 31, 2010, the published closing trade price of the common shares on the TSX is equal or superior to $0.75 for any 20 consecutive trading days, in which event the Company may give the holder written notice that the Warrants will expire at the close of business day on the thirtieth day from the receipt of such notice. 10. ESCROWED SECURITIES Pursuant to an escrow agreement dated March 20, 2009, Computershare Trust Company of Canada, as escrow agent, holds a total of 5,834,249 Common Shares in escrow. These shares could be released to former Xebec shareholders on the achievement of specified financial targets. These targets are measured at December 31, 2009 and 2010. Consequently, these shares are considered restricted share awards that are issued but not outstanding. As those performance targets were not achieved no expense was recorded and these shares will be cancelled. - 38 -
11. DIRECTORS AND OFFICERS Directors The Directors are elected by shareholders at the annual general meeting and hold office until their term expires at the following annual general meeting, subject to resignation, retirement or re-election. The following table lists the Directors of the Company as at March 31, 2011: Name, Province/State and Country of Residence Director Since Peter Paul Praxmarer Vienna, Austria John Shakeshaft London, United Kingdom Kurt Sorschak Pointe-Claire, Québec Canada Glenn R. Kelly Trois-Rivières, Québec Canada Mark Goudie Ottawa, Ontario Canada (1) Member of Governance Committee. (2) Member of Compensation Committee. (3) Member of Audit Committee. June 2009 N/A (3) June 2009 101,600 (2 & 3) June 2009 13,757,778 * (1) - 39 - Common Shares beneficially owned, directly or indirectly or on which control or direction is exercised by Director Principal Occupation Managing Director, Ca'bea GMBH Chairman, Ludgate Environmental Fund Limited President and Chief Executive Officer of Xebec Adsorption Inc. May 2010 N/A President and Chief Executive Officer of CO 2 Solution Inc. May 2010 N/A (3) * of which 5,250,823 shares are in escrow which will be cancelled as the targets have not been met Mr. Denis John Connor resigned as Director as of May 12 th 2010. Mauve Advisors (a personal consulting company). Mr. Guy Ouimet resigned as Chairman of the Board on January 22, 2010. Mr. Claude Létourneau resigned as director on January 18, 2010. Current Director Biographies The following biographies are presented in alphabetical order:
Page 1 and 2: XEBEC ADSORPTION INC. ANNUAL INFORM
Page 3 and 4: 1. FORWARD LOOKING STATEMENTS This
Page 5 and 6: Overview of Xebec’s Business Xebe
Page 7 and 8: History Overview of Xebec’s Busin
Page 9 and 10: previously announced on October 25,
Page 11 and 12: esponsibility for the further succe
Page 13 and 14: Xebec’s patented Pressure swing a
Page 15 and 16: in large scale PSA systems, with th
Page 17 and 18: continuously to provide constant pr
Page 19 and 20: gas is typically used as the primar
Page 21 and 22: Government incentives and regulatio
Page 23 and 24: Xebec Singapore sells Xebec’s pro
Page 25 and 26: Other Business Considerations Key R
Page 27 and 28: Employees Xebec’s human resources
Page 29 and 30: These consolidated financial statem
Page 31 and 32: services to meet changing customer
Page 33 and 34: Xebec is dependent upon third party
Page 35 and 36: • unexpected changes in regulator
Page 37: issued, are and will be issued as f
Page 41 and 42: John Shakeshaft, Director Mr. Shake
Page 43 and 44: for a Tier 1 automotive supplier. D
Page 45 and 46: - 45 - 2010 $ 2009 $ Marketing and
Page 47 and 48: publicly-traded on the NASDAQ and T
Page 49 and 50: SCHEDULE A: AUDIT COMMITTEE CHARTER
Page 51 and 52: Document Reports/Reviews Annual Fin
Page 53 and 54: Practices and Policies 10. The Comm
Page 55 and 56: (a) the receipt, retention and trea
Page 57: SCHEDULE IV-7 ESCROW AGREEMENT The

ANNUAL INFORMATION FORM – XEBEC ADSORPTION INC. – For ...

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