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2 maj, 2013 Annual General Meeting 2012 - Northland Resources

2 maj, 2013 Annual General Meeting 2012 - Northland Resources

14instituted any

14instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager ortrustee appointed to hold its assets; or(b) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposalunder any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings,arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to holdassets of the director, executive officer or shareholder.Penalties or SanctionsTo the Company’s knowledge, no proposed director of the Company has been subject to:(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securitiesregulatory authority or has entered into a settlement agreement with a securities regulatory authority; or(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be consideredimportant to a reasonable investor in making an investment decision.Appointment and Remuneration of AuditorsThe management of the Company will recommend to the Meeting the re-appointment of Ernst & Young SA(Luxembourg), Chartered Accountants, as independent auditors of the Company and the authorization to thedirectors to fix their remuneration. Ernst & Young LLP (Canada) were appointed auditors of the Company onJanuary 11, 2007; on September 10, 2011, Ernst & Young SA (Luxembourg) succeeded Ernst & Young LLP(Canada) as auditors.Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote for the appointmentof Ernst & Young SA (Luxembourg) as the auditor of the Company to hold office until the next AGM andauthorize the Directors to fix Ernst & Young SA (Luxembourg)’s remuneration.Approval of Stock Option PlanAt the 2011 AGM, the shareholders of the Company were asked to re-approve the Stock Option Plan that wasapproved by shareholders on September 5, 2008. The Stock Option Plan was a rolling plan that allowed theCompany to grant options thereunder and under any other share compensation arrangement equal to 15% of theissued and outstanding shares from time to time. Shareholders did not vote in favour of reapproving the StockOption Plan as it was presented. The Company was subsequently restricted from making any new optionallocations.Management of the Company is therefore placing before shareholders an amended Stock Option Plan in theform attached to this Information Circular as Schedule “A”. The rules of the TSX require, among other things,that a rolling stock option plan must be approved by shareholders three years after its implementation. If thisStock Option Plan receives the requisite approval of shareholders at this Meeting, this new Stock Option Plan ofthe Company will expire on May 16, 2015.As required by the TSX, set forth below is a summary of the provisions of the Stock Option Plan which theCompany is asking shareholders to approve.Eligible Participants are directors, officers, employees and service providers of the Company and its direct orindirect subsidiaries. Options may be transferred to a registered retirement savings plan or other pension orsavings plan established by the Participant or a personal holding company of the Participant but otherwise,Options are non-assignable.The Stock Option Plan provides that options may be granted thereunder to a maximum of 4% of the issued andoutstanding shares of the Company. The Compensation Committee has recommended the 4% maximum basedon a thorough review of other mining companies that can be compared to the Company. In the view of theCompensation Committee, the average percentage of options allowed, for the companies Northland has beencompared to, is 4%. Based on the number of issued and outstanding shares as at April 19, 2012, a total of20,565,155 options may be granted under the Plan. As at April 19, 2012, a total of 8,570,000 options have beengranted under the Plan (1.67% of the issued and outstanding shares), leaving an aggregate of 11,995,155 options

15(2.33% of the issued and outstanding shares) available for grant thereunder (after taking into account all optionsthat have been exercised). As required by the TSX, the Stock Option Plan contains certain restrictions on thenumber of shares issued to insiders in any one year period or issuable at any time, as further described in theStock Option Plan attached as Schedule “A”.Under the Stock Option Plan, the exercise price of options is to be as determined by the Board of Directors atthe time the option is granted, provided that such price shall not be less than the higher of: (i) the closing priceof the Company’s shares as traded on the TSX on the last trading day immediately preceding the date of thegrant of the option; and (ii) the par value of the Company’s shares. Since 2010, the Board has established optionexercise prices by taking the 10 day average closing price of the Company’s shares and adding a 25% premium.The Board reviews and determines the premium at the time of each option allocation.Under the Stock Option Plan, options granted thereunder shall expire not later than 5 years from the date of thegrant (subject to extension where the Company has self-imposed a black out period). Subject to the provisionsof the Stock Option Plan, the Board of Directors has the discretion to determine the number of optioned sharesto be made available to each Participant, the price or prices at which options shall be granted, the times at whichoptions may be exercised and any conditions or restrictions on the exercise of options. Since 2010, the Boardhas attached vesting provisions to option grants such that 50% of the options vest after one year, and the optionsare fully-vested after 2 years. The Board reviews and determines vesting provisions at the time of each optionallocation.Options terminate 90 days after an optionholder ceases to be a Participant. In the event of death however, thelegal representative of the deceased Participant shall have the right for a period of one year (or until the normalexpiry date of the option rights of such Participant) from the date of death to exercise the options. Upon thehappening of a “Change of Control” as defined in the Stock Option Plan, the Board of Directors may determinethe manner in which all unexercised options will be treated, including acceleration of vesting and acceleration ofthe expiry date of the options.Subject to any applicable rules of the TSX, the Stock Option Plan provides that the Board of Directors may,without notice to the shareholders and without further shareholder approval, at any time and from time to time,amend the Stock Option Plan or any provisions thereof, or the form of option agreement or instrument to beexecuted pursuant to the Stock Option Plan, in such manner as the Board of Directors, in its sole discretion,determines appropriate:(a) for the purposes of making formal minor or technical modifications of a “housekeeping” nature to anyof the provisions of the Stock Option Plan;(b)Plan;(c)(d)to correct any ambiguity, defective provisions, error or omission in the provisions of the Stock Optionto change any vesting provisions of options;to change the termination provisions of the options or the Stock Option Plan;(e) to change the persons who qualify as eligible directors, officers, employees and service providers underthe Stock Option Plan;(f)to add a cashless exercise feature to the Stock Option Plan;(g) to add or change provisions relating to any form of financial assistance provided by the Issuer todirectors, officers, employees and service providers that would facilitate the purchase of securities under theStock Option Plan;(h)(i)to extend the term of any option previously granted under the Stock Option Plan; andto reduce the exercise price of any option previously granted under the Stock Option Plan,

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