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2007 annual report aveiro investment corp. - First West Properties

2007 annual report aveiro investment corp. - First West Properties

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OUTSTANDING SHARE DATA<br />

Common Shares<br />

The Company is authorized to issue an unlimited number of<br />

Common Shares, an unlimited number of Class “B” voting<br />

common shares, an unlimited number of Class “C” non-voting<br />

common shares and an unlimited number of Preferred Shares, of<br />

which 13,480,000 Common Shares were outstanding as at June<br />

30, <strong>2007</strong>. As at the date hereof, there are 17,780,003 Common<br />

Shares outstanding.<br />

Stock Options<br />

The Board of Directors of the Company may from time to time, in<br />

its discretion, grant to directors, offi cers, employees, consultants,<br />

technical consultants to the Corporation and other persons or<br />

entities whose efforts it believes will assist the Corporation, nontransferable<br />

options to purchase Common Shares, provided that<br />

the number of Common Shares reserved for issuance will not<br />

exceed 10% of the issued and outstanding Common Shares. At<br />

June 30, <strong>2007</strong>, there were options outstanding to acquire 1,345,000<br />

Common Shares, of which options to acquire 446,668 Common<br />

Shares were exercisable. The weighted average exercise price of<br />

the options is $1.00 per Common Share. Options vest and expire<br />

as set forth in the option agreements as determined at the time of<br />

granting of the option by the board of directors. The exercise price<br />

at the date of granting approximates fair market value. There were<br />

no options outstanding at June 30, 2006.<br />

Warrants<br />

In conjunction with the Company’s private placement of 11,430,000<br />

Common Shares, 239,067 Common Share purchase warrants<br />

(“Compensation Warrants”) were issued to employees and agents<br />

of the Company as partial compensation for soliciting Common<br />

Shares of the Company. These Compensation Warrants vest<br />

immediately and expire December 31, <strong>2007</strong>. At June 30, <strong>2007</strong> there<br />

were 239,067 Compensation Warrants outstanding to acquire<br />

239,067 Common Shares. The exercise price of the Compensation<br />

Warrants is $1.00 per share.<br />

INTERNAL CONTROLS<br />

The Company has implemented a system of internal controls that<br />

it believes adequately protects the assets of the Company and<br />

is appropriate for the nature of its business and the size of its<br />

operations. These internal controls include disclosure controls<br />

and procedures designed to ensure that information required to<br />

be disclosed by the Company is accumulated and communicated<br />

to management as appropriate to allow timely decisions<br />

regarding required disclosure. The Company’s Chairman and<br />

President have concluded, based on their evaluation, that the<br />

Company’s disclosure controls and procedures are effective to<br />

provide reasonable assurance that material information related<br />

to the Company is made known to them and have been operating<br />

effectively during <strong>2007</strong>. It should be noted that while the<br />

Company’s Chairman and President believe that the Company’s<br />

disclosure controls and procedures provide a reasonable level of<br />

assurance that the system of internal controls are effective, they<br />

do not guarantee that the disclosure controls and procedures will<br />

prevent all errors and fraud. A control system, no matter how well<br />

conceived or operated, can provide only reasonable, not absolute,<br />

assurance that the objectives of the control system are met.<br />

In addition, the Company has, under the supervision of its<br />

Chairman and President, designed a process of internal control<br />

over fi nancial <strong>report</strong>ing. The process was designed to provide<br />

reasonable assurance regarding the reliability of fi nancial<br />

<strong>report</strong>ing and the preparation of fi nancial statements for external<br />

purposes in accordance with Canadian generally accepted<br />

accounting principles.<br />

Based on the Chairman and the President’s review of the design<br />

of internal controls over fi nancial <strong>report</strong>ing, the Chairman and<br />

President have concluded that the design of internal controls<br />

Aveiro Investment Corp. | <strong>2007</strong> Annual Report | 27

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