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Akcie.cz»Zpravodajství»Komentáře a doporučení»Borealis Exploration Limited 2015 Information Circular - Part...

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Borealis Exploration Limited 2015 Information Circular - Part 2 of 2

19.07.2015 15:35:00 | Borealis Exploration Limited

Mark Radom became as Corporate Secretary of the Company on 28 January 2014.

6. APPOINTMENT OF AUDITORS:

Unless otherwise specified therein, it is presently intended to vote the proxy to appoint Moore Stephens Limited, Chartered Accountants, Gibraltar, as auditors of the Company, to hold office until the next annual meeting of shareholders, and to authorize the Directors to fix their remuneration.

7. OPTIONS:

There are currently 201,294 shares from exercise of options by Rodney T. Cox that the Company is obligated to issue upon demand. It should be noted that as the Company does not have a sufficient number of shares in its treasury to deliver such shares, the Company will have to acquire shares from private purchases or public transactions or share exchange offers in order to honour its obligation to deliver these 201,294 shares. No demand for the delivery of the exercised shares has been made to-date. The acquisition of these shares is expected to take place within the normal course of business. The Company has no other options authorised or outstanding.

11. INSURANCE:

The Company and some of its subsidiary companies have liability insurance for some of its various offices and facilities. WheelTug plc carries Comprehensive General Liability Insurance with an annual aggregate of at least US$50,000,000 per incident. In addition the Company is obligated to indemnify all of its Officers and Directors, and all the Officers and Directors of any of our companies against any legal actions or threatened legal actions that are in any way related to their relationship to the Company. The indemnification includes paying all legal bills and all costs of any kind relating to any such claims.

12. INTEREST OF LARGE SHAREHOLDERS IN MATERIAL TRANSACTIONS WITH THE COMPANY:

Through the years, Rodney T. Cox and The Parmenides Group have guaranteed Company obligations without compensation and lent funds and securities to the Company without interest or any related fees being charged for these services. Dr. Cox and The Parmenides Group have also paid many Company bills without reimbursement and delivered gifts of shares to numerous people associated with the Company and its affiliated companies, again without compensation. This activity has continued for decades, though The Parmenides Group is not looking to Borealis to reimburse any of the past unreimbursed expenses incurred by The Parmenides Group on behalf of the Borealis Family of Companies. Through the end of fiscal 2015, The Parmenides Group had incurred more than $2.25 million (based on the exchange rate as at 31 March 2015) of expenses for the benefit of the Borealis Family of Companies. In fiscal 2015, The Parmenides Group provided consulting services to the Borealis Family of Companies for $432,000, compared to $432,000 in fiscal 2014. Rodney T. Cox and other Cox family members have leased office space (for which they were credited) to the Company in the U.S. and England. In fiscal 2015, rents totaled approximately $170,159 compared to $181,200 in fiscal 2014. In addition, the Company and its affiliated companies engaged in numerous transactions with the above parties, all of which in the opinion of Management and the Board of Directors have been in the best interest of the Company and its affiliated companies.

For fiscal 2015, the Directors, Officers and Foundations were credited a total of $1,723,300 compared to $1,676,100 in fiscal 2014, for services, including the above payments.

In previous years, members of the Executive Committee using The Parmenides Group as nominee agreed to lend to Borealis Technical Limited (which is a 98% owned subsidiary of Borealis Exploration Limited) common shares of Borealis Exploration Limited to be used in funding the operations of the Company. On 31 March 2014 2015, 131,379 179 remained to be delivered against the original number of shares loaned.

For the 12 month period ending 31 March 2014 2015 a total of 72,615 200 shares were repurchased and delivered to The Parmenides Group thereby reducing the number of shares loaned to 201,294 which marked-to-market at 31 March 2014 2015 at a value of $1,773,616 $1,431,200. No demand for the delivery of the borrowed shares has been made and none is expected until it can be made in the normal course of business.

Borealis has entered into one long-term contract that is outstanding with the Principal Scientist of the Company, having 10-year periods with two 10-year renewals. This contract at the end of its second 10-year period and into its last 10-year period. The contract comes with substantial penalties if control of the Company should change. The penalty is a $27 million cash payment, adjusted by inflation, to the Principal Scientist of the Company.

13. SUMMARY OF PRINCIPAL SUBSIDIARY COMPANIES IN THE BOREALIS FAMILY OF COMPANIES

Borealis Technical Limited, Gibraltar Company Number 57884, was incorporated 23 April 1996. It is 98% owned by Borealis Exploration Limited. Borealis Technical Limited owns the patent portfolio in the Borealis Family of Companies and owns among other shares: 5,200,003 shares of Avto Metals plc, 5,215,175 shares of Chorus Motors plc, 5,223,377 shares of Cool Chips plc, 5,222,583 shares of Power Chips plc, 5,202,690 shares of Photon Power plc and positions in over 12 other companies in the Borealis Family of Companies.

Avto Metals plc, Gibraltar Company Number 92964, CUSIP # X0269H 10 2, was incorporated 6 October 2004. It has 10,000,000 shares authorised, with 5,377,115 shares outstanding, of which Borealis Technical Limited owns 5,200,003.

Chorus Motors plc, Gibraltar Company Number 68312, CUSIP # X1305M 10 5, was incorporated 18 March 1999. It has 10,000,000 shares authorised, with 6,689,965 shares outstanding, of which Borealis Technical Limited owns 5,214,275. Chorus Motors plc held 5,701,196 shares of WheelTug plc on 31 March 2015; owns 5,695,519 as of 29 June 2015. The trading symbol for Chorus Motors plc is CHOMF.

WheelTug plc, Gibraltar Company Number 94119, was incorporated 9 February 2005. It has 10,000,000 shares authorised, with 6,933,348 shares outstanding, of which Chorus Motors plc held 5,701,196 shares on 31 March 2015; owns 5,695,519 as of 29 June 2015.

Cool Chips plc, Gibraltar Company Number 57885, CUSIP # X16065 10 8, was incorporated 23 April 1996. It has 10,000,000 shares authorised, with 8,251,947 shares outstanding, of which Borealis Technical Limited owns 5,223,377. It owns 6,933,342 shares of Cool Chips Military Sales plc. The trading symbol for Cool Chips plc is COLCF

Cool Chips Military Sales plc, Gibraltar Company Number 94111, was incorporated 8 February 2005. It has 10,000,000 shares authorised, with 6,933,348 shares outstanding, of which Cool Chips plc owns 6,933,342.

Power Chips plc, Gibraltar Company Number 60528, CUSIP #X6919W 10 0, was incorporated 11 February 1997. It has 10,000,000 shares authorised, with 8,035,118 shares outstanding, of which Borealis Technical Limited owns 5,222,583, and itself owns 100% of Asamera Limited. The trading symbol for Power Chips plc is PWCHF.

Asamera Limited, Gibraltar Company Number 62341, was incorporated 11 August 1997 as Fixel Limited, changing its name on 28 August 2008. It has 10,000,000 shares authorised and outstanding, 100% owned by Power Chips plc.

Photon Power plc, Gibraltar Company Number 68278, CUSIP # X 8698W 10 3, was incorporated 16 March 1999. It has 10,000,000 shares authorised, with 5,224,242 shares outstanding, of which Borealis Technical Limited owns 5,202,690.

Roche Bay plc, Gibraltar Company Number 60527, CUSIP # X73580 10 6, was incorporated 11 February 1997. It has 10,000,000 shares authorised, with 7,373,953 shares outstanding, of Borealis Exploration Limited owns 5,223,000.

Faraway plc, Gibraltar Company Number 57887, CUSIP # X23794 10 4, was incorporated 23 April 1996. It has 10,000,000 shares authorised, with 6,312,874 shares outstanding, of which Borealis Exploration Limited owns 5,200,004.

Freuchen Bay Limited, Nunavut Corporation Number C5335, was incorporated 23 April 2014. It has 10,000,000 shares authorised and outstanding, 100% owned by Faraway plc.

14. GENERAL:

The Management knows of no matter to come before the Annual Meeting other than the matters referred to in the Notice of the Meeting. If any matters that are not now known to the Management should properly come before the meeting, the accompanying proxy instrument will be voted on such matters in accordance with the best judgment of the person or persons voting it.

Please refer to the Company’s Audited Annual Accounts posted on its website at www.borealis.gi for financial disclosure about the Company’s operations for the fiscal year ended 31 March 2015.

The contents and sending of this information have been approved by the Directors of the Company.

Dated 16 July 2015

Borealis Exploration Limited

Signed Signed

Rodney T. Cox, Ph.D. Wayne S. Marshall, Ph.D.

Chairman of the Board and CEO Director

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