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

to or instituted any proceedings, arrangement or compromise with creditors, or
had a receiver, receiver manager or trustee appointed to hold the assets of the
director, executive officer or shareholder.
To the knowledge of the Company, no director or executive officer of the Company, or a
shareholder holding sufficient number of securities of the Company to affect materially the
control of the Company, has been subject to:
(i) any penalties or sanctions imposed by a court relating to securities legislation or
by a securities regulatory authority or has entered into a settlement agreement
with a securities regulatory authority; or
(ii) any other penalties or sanctions imposed by a court or regulatory body that would
likely be considered important to a reasonable investor in making an investment
decision.
Conflicts of Interest
To the best of the Company’s knowledge, and other than as disclosed herein, there are no
known existing or potential conflicts of interest between the Company and any directors or
officers of the Company, except that certain of the directors and officers serve as directors,
officers, promoters and members of management of other companies and therefore it is possible
that a conflict may arise between their duties as a director or officer of the Company and their
duties as a director, officer, promoter or member of management of such other companies.
The directors and officers of the Company are aware of the existence of laws governing
accountability of directors and officers for corporate opportunity and requiring disclosures by
directors of conflicts of interest and the Company will rely upon such laws in respect of any
directors and officers conflicts of interest or in respect of any breaches of duty by any of its
directors or officers. All such conflicts will be disclosed by such directors or officers in
accordance with the law and they will govern themselves in respect thereof to the best of their
ability in accordance with the obligations imposed upon them by law.
Interest of Directors and Officers
The directors and officers of the Company, as a group, beneficially own or control
8,025,129 Common Shares, representing approximately 20.39% (excluding the shares in escrow)
of the Common Shares issued and outstanding as at December 31, 2010.
12. INTEREST OF MANAGEMENT IN MATERIAL TRANSACTIONS
No director or executive officer of the Company, no person or company that beneficially
owns, or controls or directs, directly or indirectly, more than 10% of any class or series of the
Company’s outstanding voting securities and no associate or affiliate of any of such persons or
companies has any material interest, direct or indirect, in any transaction within the three most
recently completed financial years or during the current financial year that has materially
affected or will materially affect the Company other than as disclosed below.
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