SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X] Filed by a Party other than the Registrant Check the
appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
GENEMAX CORP.
________________________________________________
(Name of Registrant as Specified in its Charter)
____________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:_______.
(2) Aggregate number of securities to which transaction applies:________.
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined):_______.
(4) Proposed maximum aggregate value of transaction:_____.
(5) Total fee paid:_____.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously.
Identify the previous filing by registration statement number or the Form
or Schedule and the date of its filing.
(1) Amount previously paid:______
(2) Form, Schedule or Registration Statement No.:______.
(3) Filing Party:
(4) Date Filed:
GENEMAX CORP.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 31, 2004
Notice is hereby given that a special meeting of the Shareholders (the
"Special Meeting") of GeneMax Corp., a Nevada corporation (the "Company") will
be held at 2:00 p.m. local on March 31, 2004 at 1681 Chestnut Street, Suite 400,
Vancouver, British Columbia, Canada V6J 4M6, and any adjournments or
postponements thereof for the following purposes:
1. To adopt an amendment (the "Amendment") to the Company's Articles of
Incorporation, as amended (the "Articles"), to increase the authorized capital
from 50,000,000 shares of common stock, par value $0.001 (the "Common Stock") to
300,000,000 shares of Common Stock; and
2. To consider and act upon such other business as may properly come before
the Special Meeting or any adjournment thereof.
The record date for the Special Meeting is March 1, 2004. Only shareholders
of record at the close of business on March 1, 2004 shall be entitled to notice
of and to vote at the Special Meeting or any adjournments or postponements
thereof. This proxy statement, accompanying Form of Proxy and Notice of Special
Meeting are first being mailed to shareholders on or about March 18, 2004.
All shareholders are cordially invited to attend the Special Meeting in
person. Whether or not you as a shareholder attend the Special Meeting, it is
important that your shares be represented and voted at the Special Meeting.
Therefore, it is advisable for you as a shareholder to promptly vote and submit
your proxy by signing, dating and returning the enclosed proxy in the
accompanying reply envelope. If you decide to attend the Special Meeting, you
will be able to vote in person even if you have previously submitted your proxy.
By Order of the Board of Directors
Ronald L. Handford, President and
Chief Executive Officer
March 5, 2004
Vancouver, British Columbia
Canada
IF YOU DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND WISH YOUR SHARES
OF COMMON STOCK TO BE VOTED, YOU ARE REQUESTED TO SIGN AND MAIL PROMPTLY THE
ENCLOSED PROXY WHICH IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. A
RETURN ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES IS
ENCLOSED FOR THAT PURPOSE.
GENEMAX CORP.
1681 Chestnut Street, Suite 400
Vancouver, British Columbia
Canada V6J 4M6
PROXY STATEMENT
Dated
March 5, 2004
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 31, 2004
GENERAL
This Proxy Statement is being furnished to the shareholders of GeneMax
Corp., a Nevada corporation (the "Company") in connection with the solicitation
of proxies by the board of directors of the Company (the "Board of Directors")
from shareholders of outstanding shares of Common Stock (the "Shareholders'),
for use at the Special Meeting of the Shareholders to be held at 2:00 P.M. on
March 31, 2004, at 2004 at 1681 Chestnut Street, Suite 400, Vancouver, British
Columbia, Canada V6J 4M6, and any adjournments or postponements thereof (the
"Special Meeting").
The record date for the Special Meeting of Shareholders is March 1,
2004 (the "Record Date"). Only shareholders of record at the close of business
on March 1, 2004 shall be entitled to notice of and to vote at the Special
Meeting or any adjournments or postponements thereof. As of the Record Date,
19,703,748 shares of Common Stock were outstanding. There was no other class of
voting securities outstanding at that date. This Proxy Statement, Notice of
Special Meeting of Shareholders and the accompanying Proxy Card are first being
mailed to shareholders on or about March 19, 2004.
A Shareholder may revoke his proxy at any time prior to the start of
the Special Meeting in one of three ways: (i) by delivering prior to the Special
Meeting a written notice of revocation to Mr. Ronald Handford, the President and
Chief Executive Officer of the Company, at 2004 at 1681 Chestnut Street, Suite
400, Vancouver, British Columbia, Canada V6J 4M6; (ii) by submitting a duly
executed proxy bearing a later date; or (iii) by attending the Special Meeting
of Shareholders and expressing the desire to vote in person the Common Shares
(attendance at the Special Meeting will not in and of itself revoke a proxy).
Under Nevada law, the Shareholders of the shares of Common Stock of the
Company are not entitled to dissenter's rights of appraisal with respect to the
proposed Amendment to the Articles of Incorporation in connection with the
increase in authorized capital.
VOTING SECURITIES AND VOTE REQUIRED
Only Shareholders of record at the close of business on March 1, 2004
(the "Record Date") are entitled to notice of and to vote the shares of Common
Stock of the Company held by them on such date at the Special Meeting or any and
all adjournments thereof. As of the Record Date, there were 19,703,748 shares of
Common Stock issued and outstanding and entitled to vote at the Company's
Special Meeting. There was no other class of voting securities outstanding as of
the Record Date.
Each share of Common Stock held by a Shareholder entitled such
Shareholder to one vote on each matter that is noted upon at the Special Meeting
of any adjournments thereof. The presence, in person or by proxy, of the holders
of 33% of the outstanding shares of Common Stock is necessary to constitute a
quorum of the Special Meeting Assuming the a quorum is present, the affirmative
vote of the holders of a majority of the shares of Common stock present at the
Annual Meeting in person or by proxy will be required to adopt the Amendment to
the Company's Articles of Incorporation to increase the authorized capital from
50,000,000 shares of Common stock to 300,000,000 shares of Common Stock.
Abstentions and broker "non-votes" will be counted toward determining
the presence of a quorum for the transaction of business, however, abstentions
will have the effect of a negative vote on the proposal being submitted.
Abstentions may be specified on such proposal. A broker "non-vote" will have no
effect on the outcome of any of the proposals.
Shares of Common Stock cannot be voted at the Special Meeting unless
the holder of record is present in person or by proxy. A Shareholder may appoint
a person to represent him/her at the Special Meeting by completing the enclosed
Form of Proxy, which authorizes a person other than the holder or record to vote
on behalf of the Shareholder, and returning it to the Company's transfer agent,
X-Clearing Corporation, 535 Sixteenth Street, Suite 810, Denver, Colorado 80202
(facsimile 303.573.1088). All Shareholders are urged to complete, sign, date and
promptly return the proxy by mail in the enclosed postage-paid envelope or by
fax after reviewing the information contained in this Proxy Statement. Valid
proxies will be voted at the Special Meeting and at any adjournments or
postponements thereof as you direct in the proxy, provided that they are
received by the Company's transfer agent at least 24 hours prior to the
scheduled time of the Special Meeting, or any adjournment thereof, or deposited
with the Chair of the Special Meeting on the day of the Special Meeting or any
adjournment thereof prior to the time of voting.
If the accompanying proxy is properly signed and returned to the
Company and not revoked, it will be voted in accordance with the instructions
contained therein. Unless contrary instructions are given, the persons
designated as proxy holders in the accompanying Proxy will vote "FOR" the
approval of the Amendment to the Articles of Incorporation, and as recommended
by the Board of Directors with regard to any other matters or if no such
recommendation is given, in their own discretion.
In order to assure that there is a quorum, it may be necessary for
certain officers, directors, regular employees and other representatives of the
Company to solicit Proxies by telephone or telegraph or in person. These persons
will receive no extra compensation for their services.
The Company will bear the expense of this solicitation. In addition to
solicitation by use of the mails, certain of the Company's directors and
officers may solicit the return of proxies by telephone, facsimile or other
means. Requests will also be made of brokerage houses and custodians, nominees
or fiduciaries to forward proxy material at the Company's expense to the
beneficial owners of stock held of record by such persons. The Company's
directors and officers will assist in the tabulation of proxies and the counting
of votes at the Special Meeting of Shareholders. All of a Shareholder's shares
of Common Stock registered in the same name will be represented by one proxy.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
As of the date of this Proxy Statement, there are no persons identified
by management of the Company who have an interest in the matters to be acted
upon nor who are in opposition to the matters to be acted upon.
As of the date of this Proxy Statement, there are no persons who have
been a director or officer of the Company since the beginning of the last fiscal
year, or are currently a director or officer of the Company, that oppose any
action to be taken by the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of the Record Date
concerning: (i) each person who is known by the Company to own beneficially more
than 5% of the Company's outstanding Common Stock; (ii) each of the Company's
executive officers, directors and key employees; and (iii) all executive
officers and directors as a group. Common Stock not outstanding but deemed
beneficially owned by virtue of the right of an individual to acquire shares
within 60 days is treated as outstanding only when determining the amount and
percentage of Common Stock owned by such individual. Except as noted, each
person or entity has sole voting and sole investment power with respect to the
shares shown.
SHARES BENEFICIALLY OWNED
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OWNERSHIP
________________________________________________________________________________
(1)(2)
Ronald L. Handford 1,466,000 7.67%
3432 West 13th Avenue
Vancouver, British Columbia
Canada V5Y 1W1
(1)(3)
Dr. Wilfred Jefferies 4,770,465 24.21%
442668 B.C. Ltd.
12596 23rd Avenue
Surrey, British Columbia
Canada V4A 2C2
(1)(4)
James D. Davidson 1,441,666 7.32%
321 S. St. Asaph Street
Alexandria, Virginia 22314
(5)
Dr. Karl Hellstrom 75,000 0.38%
720 Broadway
Seattle, Washington 98122
(6)
Grant Atkins 250,000 1.27%
435 Martin Street, Suite 2000
Blaine, Washington 98230
(7)
Norman J.R. MacKinnon 25,000 0.13%
628 - 470 Granville Street
Vancouver, British Columbia
Canada V6C 1V5
(8)
Dr. Terry Pearson 100,000 0.51%
265 Coldecotte Road
Victoria, British Columbia
Canada V9E 2E3
(9)
All current officers 7,186,465 36.47%
and directors as a group
(6 persons)
________________________________________________________________________________
(1)
These are restricted shares of common stock.
(2)
Mr. Ronald Handford is the President/Chief Executive Officer and a director
of the Company. This figure includes: (a) 808,000 shares of Common Stock held of
record by Mr. Handford; (b) 100,000 shares of Common Stock held of record by
Handford Management Inc. over which Mr. Handford has sole voting and disposition
rights; (c) an assumption of the exercise by Mr. Handford of an aggregate of
8,000 warrants into 8,000 shares of Common Stock at $0.75 per share expiring
December 1, 2005; (d) an assumption of the exercise by Mr. Handford of an
aggregate of 350,000 Stock Options to acquire 350,000 shares of Common Stock at
$1.00 per share; and (e) an assumption of the exercise by Mr. Handford of an
aggregate of 200,000 Stock Options to acquire 200,000 shares of Common Stock at
$0.50 per share.
(3)
Dr. Wilfred Jefferies is the Chief Scientist Officer and a director of the
Company. This figure includes: (a) 2,770,465 shares of Common Stock held of
record by 442668 B.C. Ltd. over which Dr. Jefferies has sole voting and
disposition rights; (b) an assumption of the exercise by Dr. Jefferies of an
aggregate of 500,000 Stock Options to acquire 500,000 shares of Common Stock at
$1.00 per share ; and (c) an assumption of the exercise by Dr. Jefferies of an
aggregate of 1,500,000 Stock Options to acquire 1,500,000 shares of Common Stock
at $0.50 per share .
(4)
Mr. James Davidson is the beneficial owner of 7.32% of the Company's total
issued and outstanding shares of Common Stock. This figure includes: (a) 788,333
shares of Common Stock held of record by Mr. Davidson; (b) an aggregate of
500,000 shares of Common Stock held of record by Mr. Davidson's two minor
children, respectively, over which Mr. Davidson has sole voting and disposition
rights; (c) an assumption of the exercise by Mr. Davidson of an aggregate of
13,333 warrants exercisable into 13,333 shares of Common Stock at the rate of
$0.75 per share expiring on May 1, 2006; (d) an assumption of the exercise by
Mr. Davidson of an aggregate of 15,000 warrants exercisable by Mr. Davidson into
15,000 shares of Common Stock at the rate of $1.00 per share expiring December
1, 2005; and (e) an assumption of the exercise by Mr. Davidson of an aggregate
of 125,000 Stock Options to acquire 125,000 shares of Common Stock at $1.00 per
share.
(5)
Dr. Karl Hellstrom is a director of the Company. This figure includes: (a) an
assumption of the exercise by Dr. Hellstrom of an aggregate of 75,000 Stock
Options to acquire 75,000 shares of Common Stock at $1.00 per share of the
original grant of 100,000 Stock Options (as of December 31, 2003, an aggregate
of 75,000 Stock Options have vested and the remaining 25,000 Stock Options will
vest over the next twelve months). As of December 16, 2003, an additional
200,000 Stock Options to acquire 200,000 shares of Common Stock at $1.00 per
share were granted to Dr. Hellstrom, of which none have vested or are
exercisable at the current date. The 200,000 Stock Options will vest over the
next twelve months.
(6)
Mr. Grant Atkins is a director of the Company. This figure represents an
assumption of the exercise by Mr. Atkins of an aggregate of 250,000 Stock
Options to acquire 250,000 shares of Common Stock at $0.50 per share.
(7)
Mr. Norman MacKinnon is a director of the Company. This figure represents an
assumption of the exercise by Mr. MacKinnon of an aggregate of 25,000 Stock
Options to acquire 25,000 shares of Common Stock at $1.00 per share.
(8)
Dr. Terry Pearson is a director of the Company. This figure represents an
assumption of the exercise by Dr. Pearson of an aggregate of 100,000 Stock
Options to
acquire 100,000 shares of Common Stock at $1.00 per share.
(9)
This figure includes: (i) 3,678,465 shares of Common Stock held of record; (b)
the assumption of the exercise of 1,950,000 Stock Options to acquire 1,950,000
shares of Common Stock at $0.50 per share; (c) the assumption of the exercise of
1,050,000 Stock Options to acquire 1,050,000 shares of Common Stock at $1.00 per
share; and (d) the assumption of the exercise of 8,000 Warrants to acquire 8,000
shares of Common Stock at $0.75 per share.
As of the date of this Proxy Statement, the Company is unaware of any
arrangements, the operation of which may at a subsequent date result in a change
of corporate control.
PROPOSAL 1
AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE AUTHORIZED CAPITAL
Description of Securities
Common Stock
As of the date of this Proxy Statement, the Company is authorized to
issue 50,000,000 shares of Common Stock, $0.001 par value, of which 19,703,748
were Issued and outstanding at March 1, 2004. Holders of Common Stock are
entitled to dividends, pro rata, when, as and if declared by the Board of
Directors out of funds available therefor. Holders of Common Stock are entitled
to cast one vote for each share held at all stockholder meetings for all
purposes, including the election of directors. The holders of 33% of the Common
Stock issued and outstanding and entitled to vote, present in person or by
proxy, constitute a quorum at all meetings of stockholders. The vote of the
holders of a majority of Common Stock present at such a meeting will decide any
question brought before such meeting. Upon liquidation or dissolution, the
holder of each outstanding share of Common Stock will be entitled to share
equally in the assets of the Company legally available for distribution to such
stockholder after payment of all liabilities. Holders of Common Stock are not
granted any preemptive, subscription, redemption rights or registration rights.
All outstanding shares of Common Stock are fully paid and nonassessable.
Preferred Stock
As of the date of this Proxy Statement, the Company is authorized to
issue 5,000,000 shares of Preferred Stock, $0.001 par value, of which no shares
are currently outstanding. Holders of Preferred Stock are not entitled to any
voting rights.
Board of Director Approval and Authorization
Effective December 31, 2003, the Board of Directors of the Company
unanimously approved the increase of authorized shares of Common Stock from
50,000,000 to 300,000,000 shares. The Company will, if approved by the
Shareholders of the Company, file Articles of Amendment to amend the Articles of
Incorporation increasing the authorized shares of Common Stock of the Company.
The Board of Directors approved the increase in the authorized number
of shares of Common Stock to enable the Company to honor exercises of all
currently existing Stock Options or other rights to acquire shares of Common
Stock and to make available additional shares for issuance for general corporate
purposes, including financing activities, without the requirement of further
action by the Shareholders of the Company. The Board of Directors considered
potential uses of additional authorized shares of Common Stock, which may
include seeking of additional equity financing through public or private
offerings, establishing additional employee or director equity compensation
plans or arrangements, or for other general corporate purposes. Increasing the
authorized number of shares of the Common Stock of the Company will provide the
Company with greater flexibility and allow the issuance of additional shares of
Common Stock in most cases without the expense of delay of seeking approval from
the Shareholders. The Company is at all times investigating additional sources
of financing which the Board of Directors believes will be in the Company's best
interests and in the best interests of the Shareholders of the Company. The
shares of Common Stock do not carry any pre-emptive rights to purchase
additional shares. The adoption of the Amendment to the Articles of
Incorporation will not of itself cause any changes in the Company's capital
accounts.
Purpose of the Amendment to the Articles of Incorporation
Under the Company's Articles of Incorporation as presently in effect,
the Company has 50,000,000 shares of authorized Common Stock. As of the mailing
date of this Proxy Statement, 19,703,748 shares of the Company's Common Stock
were issued and outstanding. There are approximately 6,493,191 Stock Options and
warrants outstanding that are exercisable for an aggregate of 6,493,191 shares
of Common Stock for which shares have not been reserved. The immediate purpose
of the Amendment to increase the shares of authorized Common Stock is to make
available a sufficient number of shares of Common Stock to permit the Company
further latitude to negotiate and arrange larger scale funding initiatives under
consideration.
The Company may also in the future enter into strategic joint ventures
or other collaborative business arrangements with licensees, supplies,
distributors and other parties with whom the Company may do business. Such
transactions may involve an equity investment in the Company or the issuance of
Stock Options, warrants or other securities convertible into or exercisable or
exchangeable for shares of Common Stock. The Company may undertake additional
equity financing through a public offering or private placement of Common Stock
or other securities, including debt securities, convertible into or exercisable
or exchangeable for shares of Common Stock. The authorization of additional
shares of Common Stock pursuant to the Amendment will permit the Company to seek
such additional equity financing when an if market conditions are advantageous
without the delay and uncertain inherent in obtaining future shareholder
approval for the authorization of additional shares of Common Stock in order to
permit such financing. For example, the cost, prior notice requirement and delay
involved in obtaining shareholder approval at the time that a transaction may
become desirable could make it difficult or impossible to effect the
transaction. The additional shares of Common Stock, together with other
authorized and unissued shares, generally would be available for issuance
without any requirement for further Shareholder approval, unless Shareholder
action is required by applicable law or by the rules of the stock exchange on
which the Company's securities may then be listed.
Effect of Amendment to Articles of Incorporation
The increase in the authorized shares of Common Stock will not have any
immediate effect on the rights of existing Shareholders. However, the Board of
Directors will have the authority to issue authorized shares of Common Stock
without requiring future approval from the Shareholder of such issuances, except
as may be required by applicable law or exchange regulations. To the extent that
additional authorized shares of Common Stock are issued in the future, they will
decrease the existing Shareholders' percentage equity ownership and, depending
upon the price at which such shares of Common Stock are issued, could be
dilutive to the existing Shareholders. Any such issuance of additional shares of
Common Stock could have the effect of diluting the earnings per share and book
value per share of outstanding shares of Common Stock.
One of the effects of the Amendment, if adopted, however, may be to
enable the Board of Directors to render it more difficult to or discourage an
attempt to obtain control of the Company by means of a merger, tender offer,
proxy contest or otherwise, and thereby protect the continuity of present
management. The Board of Directors would, unless prohibited by applicable law,
have additional shares of Common Stock available to effect transactions
(including private placements) in which the number of the Company's outstanding
shares would be increased and would thereby dilute the interest of any party
attempting to gain control of the Company. Such action, however, could
discourage an acquisition of the Company which the Shareholders of the Company
might view as desirable. In addition, since the Company's Shareholders have no
preemptive rights to purchase additional shares of Common Stock issued, the
issuance of such shares could dilute the interests of current Shareholders of
the Company.
The proposed Articles of Amendment to Articles of Incorporation,
attached hereto as Appendix A, will become effective when they are filed with
the Nevada Secretary of State. The Company anticipates that such filing will
occur after the increase in authorized capital is approved by the Shareholders.
OTHER MATTERS
Except for the above-noted matter, the Board of Directors does not
intend to bring any other matters before the Special Meeting and does not know
of any matters which will be brought before the Special Meeting by others.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHODLERS ARE
URGED TO VOTE, DATE, SIGN AND RETURN THE ENCLOSED PROXY.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only one copy of this proxy statement will be delivered to multiple
shareholders sharing an address unless we have received contrary instructions
from one or more of the Shareholders.
Upon written or oral request, we will deliver a separate copy of this
proxy statement to a Shareholder at a shared address to which a single copy of
this proxy statement was delivered and provide instructions as to how a
Shareholder can notify us that they wish to receive a separate copy of our proxy
statement.
Should any Shareholder wish to receive a separate proxy statement or
should Shareholders sharing an address wish to receive a single proxy statement
in the future, please contact our President, Ronald L. Handford at 2004 at 1681
Chestnut Street, Suite 400, Vancouver, British Columbia, Canada V6J 4M6
(telephone no. 604.331.0400).
SHAREHOLDER PROPOSALS
If any shareholder of the Company intends to present a proposal for
consideration at the Special Meeting of Shareholders and desires to have such
proposal included in the Proxy Statement and form of proxy distributed by the
Board of Directors with respect to such meeting, such proposal must be received
at the Company's offices, 2004 at 1681 Chestnut Street, Suite 400, Vancouver,
British Columbia, Canada V6J 4M6, Attn: President, no later than March 25, 2004.
YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE ASKED TO MARK, DATE, SIGN
AND RETURN THE ACCOMPANYING FORM OF PROXY WHETHER OR NOT YOU PLAN TO ATTEND THE
SPECIAL MEETING. IF YOU PLAN TO ATTEND THE SPECIAL MEETING TO VOTE IN PERSON AND
YOUR SHARES ARE REGISTERED WITH THE COMPANY'S TRANSFER AGENT (X-CLEARING
CORPORATION) IN THE NAME OF A BROKER OR BANK, YOU MUST SECURE A PROXY FROM THE
BROKER OR BANK ASSIGNING VOTING RIGHTS TO YOU FOR YOUR COMMON SHARES.
By Order of the Board of Directors
__________________________________
Ronald L. Handford, President and
Chief Executive Officer
Dated: March 5, 2004
APPENDIX A
CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
GENEMAX CORP.
Pursuant to the provisions of NRS 78.385 and 78.390 Nevada Revised
Statutes, GeneMax Corp., a Nevada corporation (the "Corporation") adopts the
following articles of amendment to its articles of incorporation:
1. The Articles have been amended as follows (provide article numbers
if available):
"ARTICLE IV. The aggregate number of shares which the Corporation
shall have authority to issue is 305,000,000 shares. Three Hundred
Million (300,000,000) shares shall be designated "Common Stock" and
shall have a par value of $0.001, all of which Common Stock shall be
of the same class common and shall have the same rights and
preferences. Five Million (5,000,000) shares shall be designated
"Preferred Stock", and shall have a par value of $0.001. Fully paid
stock of the Corporation shall not be liable to any further call or
assessment. The Corporation may issue the shares of stock for such
consideration as may be fixed by resolution by the board of
directors."
2. The number of shares of the Corporation issued and outstanding and
entititled to vote on an amendment to the Articles of Incorporation
is 19,703,748 shares of common stock, par value $0.001; that the
said change(s) and amendment have been consented to and approved by
a majority vote of the stockholders holding at least a majority of
each class of stock outstanding and entitled to vote thereon.
3. Signatures
GENEMAX CORP.
By:_____________________________
Ronald Hanford, President and
Chief Executive Officer
This instrument was acknowledged before me on ____________, 2004 by
Ronald Handford, known or proved to be the person executing the
above instrument.
_________________________________
Notary Public
GENEMAX CORP.
1681 Chestnut Street, Suite 400
Vancouver, British Columbia
Canada V6J 4M6
PROXY
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 31, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of GeneMax Corp., a Nevada corporation (The
"Company"), acknowledges receipt of the Notice of Special Meeting of
Shareholders and Proxy Statement dated March 5, 2004, and hereby appoints Ronald
Handford or failing him Grant Atkins and either of them as Proxies, each with
the power to appoint his substitute, and authorized them to represent and to
vote, as designated below, all of the shares of common stock of which the
undersigned is entitled to vote at the Special Meeting of Shareholders to be
held on March 31, 2004 at 2:00 p.m. (Pacific Standard Time) at 2004 at 1681
Chestnut Street, Suite 400, Vancouver, British Columbia, Canada V6J 4M6 and any
adjournments thereof, on the matters set forth below:
For Against Abstain
1. To approve the amendment to [ ] [ ] [ ]
the Articles of Incorporation
increasing the authorized capital
from 50,000,000 shares of common
stock to 300,000,000 shares of
common stock.
2. To act upon such other matters
as may come before the Special
Meeting or any adjounments thereof.
This proxy will be voted as directed or, if no direction is indicated,
this proxy will be voted for every item listed above. In their discretion, the
Proxies are authorized to vote upon such other business as may properly come
before the Special Meeting of Shareholders.
Dated: __________________, 2004
SIGNATURE
Signature if shares held jointly
This proxy should be signed by the shareholder exactly as his/her/its
name appears hereon. When shares are held jointly, both owners should sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Please mark, sign, date and return proxy card promptly using the enclosed
envelope.
Signature(s):
___________________________________
___________________________________